0001628280-24-007822 | 10-K | XBRL Viewer

Print Document View Excel Document

Income Taxes - Effective Income Tax Rate Reconciliation (Details)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Reconciliation:
Income tax expense at federal statutory rate	21.00%	21.00%	21.00%
State and local income taxes net of federal tax benefit	29.30%	3.60%	(0.20%)
Non-controlling interest and nontaxable income	0.60%	0.20%	0.10%
Deferred tax rate changes	13.90%	0.00%	1.00%
Share-based compensation	57.30%	(1.60%)	6.80%
Foreign income inclusions	3.70%	0.00%	(0.60%)
Executive compensation limitations	5.30%	0.00%	0.00%
Unrecognized tax benefits	(14.50%)	0.00%	0.00%
Nontaxable indemnification asset change	2.90%	0.00%	0.00%
Investments held for sale	(43.80%)	0.00%	0.00%
Goodwill impairment	0.00%	(9.20%)	0.00%
Return-to-provision	(124.70%)	(6.80%)	(15.70%)
Valuation allowance	41.10%	(9.40%)	(42.90%)
Other	1.80%	0.00%	(0.20%)
Effective income tax rate	(7.30%)	(2.60%)	(30.90%)

Business Combination - Rocco & Roxie (Details) - USD ($) $ in Thousands		12 Months Ended
	Jan. 13, 2023	Dec. 31, 2023	Mar. 01, 2023	Dec. 31, 2022	Dec. 31, 2021
Business Acquisition [Line Items]
Goodwill		$ 199,404		$ 183,306	$ 231,110
Rocco & Roxie
Business Acquisition [Line Items]
Payments to acquire business	$ 26,500
Consideration transferred	27,600
Preliminary working capital			$ 1,100
Current assets	3,020
Other assets	1,208
Amortizable intangibles	7,420
Goodwill	20,641
Total assets	32,289
Current liabilities	1,000
Other tax liabilities	3,655
Total liabilities	4,655
Purchase price, net of cash acquired	27,634
Weighted average amortization period		9 years 10 months 24 days
Amount of goodwill not tax deductible	19,400
Transaction costs		$ 500
Rocco & Roxie \| Trade name
Business Acquisition [Line Items]
Amortizable intangibles	7,100
Rocco & Roxie \| Customer relationships
Business Acquisition [Line Items]
Amortizable intangibles	$ 320

Property, Plant, and Equipment

12 Months Ended

Dec. 31, 2023

Property, Plant and Equipment [Abstract]

Property, Plant, and Equipment

Property, plant, and equipment consists of the following at:


$'s in 000's	December 31, 2023		December 31, 2022
Leasehold improvements	$	18,379	$	27,694
Equipment	26,892		27,187
Vehicles and accessories	5,592		6,771
Computer equipment and software	21,256		17,501
Buildings	22,733		26,176
Furniture and fixtures	3,481		3,499
Land	8,934		8,934
Construction in progress	4,234		4,797
	111,501		122,559
Less accumulated depreciation	(54,404)		(49,164)
Total property, plant, and equipment	$	57,097	$	73,395

Depreciation and amortization expense related to these assets total $24.8 million, $14.5 million, and $14.4 million for the years ended December 31, 2023, 2022, and 2021, respectively. Depreciation for the year ended December 31, 2023, 2022, and 2021 includes approximately $8.2 million, $0.0 million, and $2.0 million of accelerated depreciation related to fixed assets with shortened useful lives, respectively.

Principal Business Activity and Significant Accounting Policies - Disaggregation of Revenue (Details)	Dec. 31, 2023
Accounting Policies [Abstract]
Remaining performance obligation, expected timing of satisfaction, period	1 year

Segments - Reconciliation of Segment EBITDA to Net Income (Loss) (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items]
Segment Adjusted EBITDA	$ 113,188	$ 94,114	$ 92,892
Depreciation	(24,773)	(14,520)	(14,366)
Amortization	(19,797)	(18,079)	(22,336)
Interest expense, net	(34,547)	(27,374)	(24,696)
Acquisition costs	(1,164)	(1,464)	(92)
Loss on debt extinguishment and related costs	0	0	(6,438)
Stock based compensation expense	(9,468)	(11,363)	(9,428)
Non same-store adjustment	(8,482)	(16,423)	(23,159)
Integration costs	(2,316)	(1,171)	142
Litigation expenses	(31)	(3,862)	(4,105)
CFO Transition	0	0	(928)
Restructuring	(2,564)	0	0
Impairment and other asset charges	(7,680)	(47,264)	0
Pretax net income (loss)	2,366	(47,406)	(12,514)
Income tax benefit (expense)	173	(1,214)	(3,869)
Net income (loss)	2,539	(48,620)	(16,383)
Total Restructuring Expenses	13,605
Accelerated depreciation - property, plant and equipment
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items]
Total Restructuring Expenses	8,165
Depreciation and Amortization
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items]
Total Restructuring Expenses	11,000
Products \| Operating Segments
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items]
Segment Adjusted EBITDA	110,565	90,333	88,982
Services \| Operating Segments
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items]
Segment Adjusted EBITDA	$ 2,623	$ 3,781	$ 3,910

Principal Business Activity and Significant Accounting Policies - Collaboration Agreements (Details) $ in Millions	12 Months Ended
	Dec. 31, 2023 USD ($) product	Dec. 31, 2022 USD ($)	Dec. 31, 2021 USD ($)
Accounting Policies [Abstract]
Number of product opted out \| product	2
Collaboration agreement, probable milestone payments accrued \| $	$ 1.7	$ 0.0	$ 2.0

Non-Controlling Interests - Schedule of LLC Interests Held (Details) - shares shares in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Amended Holdco LLC Agreement
Schedule of LLC Interests Held [Roll Forward]
Beginning balance (in shares)	29,226	29,411
Stock based compensation transactions (in shares)	201	188
Exchange transactions (in shares)	0	0
Unit redemption (in shares)		(373)
Ending balance (in shares)	29,427	29,226
Continuing LLC Owners
Schedule of LLC Interests Held [Roll Forward]
Beginning balance (in shares)	252	272
Stock based compensation transactions (in shares)	0	0
Exchange transactions (in shares)	(21)	(20)
Unit redemption (in shares)		0
Ending balance (in shares)	231	252
Ownership interest by continuing LLC owners	0.80%	0.90%	0.90%
Ownership interest in Holdco	0.80%
PetIQ
Schedule of LLC Interests Held [Roll Forward]
Beginning balance (in shares)	28,974	29,139
Stock based compensation transactions (in shares)	201	188
Exchange transactions (in shares)	21	20
Unit redemption (in shares)		(373)
Ending balance (in shares)	29,196	28,974
Ownership interest in Holdco	99.20%	99.10%	99.10%

Restructuring - Schedule of Restructuring Expenses (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Restructuring Cost and Reserve [Line Items]
Inventory reserve	$ 888
Severance	966
Restructuring	11,751	$ 0	$ 0
Total Restructuring Expenses	13,605
Original Lease Liability	2,722
Cash Payments	(1,563)
Non-Cash Amounts	(11,929)
Liability at December 31, 2023	2,835
Cost of Services
Restructuring Cost and Reserve [Line Items]
Restructuring	1,854
Total Restructuring
Restructuring Cost and Reserve [Line Items]
Restructuring	11,751
Accelerated depreciation - property, plant and equipment
Restructuring Cost and Reserve [Line Items]
Restructuring	8,165
Total Restructuring Expenses	8,165
Original Lease Liability	0
Cash Payments	0
Non-Cash Amounts	(8,165)
Liability at December 31, 2023	0
Accelerated amortization - operating lease right of use assets
Restructuring Cost and Reserve [Line Items]
Restructuring	2,876
Total Restructuring Expenses	2,876
Original Lease Liability	0
Cash Payments	0
Non-Cash Amounts	(2,876)
Liability at December 31, 2023	0
Inventory reserve
Restructuring Cost and Reserve [Line Items]
Total Restructuring Expenses	888
Original Lease Liability	0
Cash Payments	0
Non-Cash Amounts	(888)
Liability at December 31, 2023	0
Severance
Restructuring Cost and Reserve [Line Items]
Total Restructuring Expenses	966
Original Lease Liability	0
Cash Payments	(966)
Non-Cash Amounts	0
Liability at December 31, 2023	0
Lease termination gain
Restructuring Cost and Reserve [Line Items]
Restructuring	(897)
Total Restructuring Expenses	(897)
Original Lease Liability	2,722
Cash Payments	0
Non-Cash Amounts	0
Liability at December 31, 2023	1,825
Variable lease expenses
Restructuring Cost and Reserve [Line Items]
Restructuring	1,607
Total Restructuring Expenses	1,607
Original Lease Liability	0
Cash Payments	(597)
Non-Cash Amounts	0
Liability at December 31, 2023	$ 1,010

Income Taxes - Narrative (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Noncontrolling Interest [Line Items]
Deferred tax assets	$ 67,600
Unrecognized tax benefits	741	$ 0	$ 0	$ 0
Unrecognized tax benefit would impact the effective tax rate	$ (700)	$ 0	$ 0
Continuing LLC Owners
Noncontrolling Interest [Line Items]
Interest held by parent	0.80%

Related Parties	12 Months Ended
Related Parties	Dec. 31, 2023
Related Party Transactions [Abstract]
Related Parties	Related Parties Chris Christensen, the brother of CEO, McCord Christensen, acts as the Company’s agent at Moreton Insurance, which acts as a broker for a number of the Company’s insurance policies. The Company’s annual premium expense, which is paid at a variety of times throughout the year, and is generally paid directly to the relevant insurance company, amounted to $7.1 million, $6.6 million, and $6.9 million in 2023, 2022, and 2021 respectively. Mr. Chris Christensen earns various forms of compensation based on the specifics of each policy. In August 2021, the Company sold its prior corporate office in Eagle, Idaho for $4.8 million. The Company utilized Colliers International (“Colliers”) as a broker with Mike Christensen, the brother of CEO, McCord Christensen, as agent. The Company paid approximately $0.1 million in commissions to Colliers as a result of the sale. In December 2021, the Company purchased a parcel of land for $2.5 million. Total commission paid to Colliers was approximately $0.1 million as a result of this purchase. Mike Glasman, the brother of CFO, Zvi Glasman, acted as a broker in connection with the Company's entry into a Master Services Agreement with Syndeo, LLC d/b/a Broadvoice ("Broadvoice") in February 2023 for the provision of certain information technology related services. The amount to be paid to Broadvoice over the 39-month agreement is estimated at $0.4 million. $0.05 million was paid to Broadvoice for the year ending December 31, 2023. Mr. Michael Glasman earns various fees based on the services provided by Broadvoice. Katie Turner, the spouse of CEO, McCord Christensen, is the owner of Acadia Investor Relations LLC, (“Acadia”) which acts as the Company’s investor relations consultant. Acadia has been paid $0.2 million for the year ending December 31, 2023, 2022, and 2021 respectively.

- Definition

The entire disclosure for related party transactions. Examples of related party transactions include transactions between (a) a parent company and its subsidiary; (b) subsidiaries of a common parent; (c) and entity and its principal owners; and (d) affiliates.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480990/946-20-50-2

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 5
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480990/946-20-50-5

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480990/946-20-50-6

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 235
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481062/946-235-50-2

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 235
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (e)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481062/946-235-50-2

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483326/850-10-50-1

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.6-07(2)(g)(3))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483575/946-220-S99-1

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.6-07(2)(c))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483575/946-220-S99-1

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.6-07(2)(e))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483575/946-220-S99-1

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
-Name Accounting Standards Codification
-Publisher FASB
-URI https://asc.fasb.org//850/tableOfContent

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483326/850-10-50-6

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483326/850-10-50-1

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483326/850-10-50-1

+ Details

Debt - Convertible Notes (Details) $ in Millions	May 19, 2020 USD ($) day	Dec. 31, 2023 USD ($)	Dec. 31, 2022
Debt
Interest rate		7.47%	2.00%
Convertible Notes Payable
Debt
Aggregate principal amount	$ 143.8
Class A Common Stock \| Convertible Notes Payable
Debt
Interest rate	4.00%
Net proceeds from the debt	$ 137.9
Conversion ratio	0.0337268
Threshold trading days \| day	20
Threshold consecutive trading days \| day	30
Fair value of our convertible notes		$ 146.1
Class A Common Stock \| Convertible Notes Payable \| Minimum
Debt
Premium percentage on conversion price	130.00%

Leases - Supplemental Cash Flow Information (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Cash paid for amounts included in the measurement of lease liabilities
Operating cash flows from finance leases	$ 134	$ 243	$ 338
Operating cash flows from operating leases	8,005	6,730	3,928
Financing cash flows from finance leases	1,494	1,493	1,926
(Noncash) right-of-use assets obtained in exchange for lease obligations
Operating leases	8,524	4,087	5,212
Finance leases	$ 775	$ 59	$ 1,191

Restructuring - Narrative (Details) $ in Thousands	12 Months Ended
Restructuring - Narrative (Details) $ in Thousands	Dec. 31, 2023 USD ($) center
Restructuring Cost and Reserve [Line Items]
Number of underperforming wellness centers \| center	149
Number of wellness centers \| center	133
Restructuring and related charges	$ 13,605
Restructuring Incurred Cost Statement of Income or Comprehensive Income Extensible Enumeration Not Disclosed	true
Depreciation and Amortization
Restructuring Cost and Reserve [Line Items]
Restructuring and related charges	$ 11,000
Inventory reserve
Restructuring Cost and Reserve [Line Items]
Restructuring and related charges	888
Settlement of Operating Lease Liability
Restructuring Cost and Reserve [Line Items]
Restructuring and related charges	2,700
Lease termination gain
Restructuring Cost and Reserve [Line Items]
Restructuring and related charges	(897)
Contract Termination
Restructuring Cost and Reserve [Line Items]
Restructuring and related charges	$ 1,800

Property, Plant, and Equipment - Narrative (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Property, Plant and Equipment [Abstract]
Depreciation and amortization expense	$ 24,773	$ 14,520	$ 14,366
Accelerated depreciation	$ 8,200	$ 0	$ 2,000

Audit Information	12 Months Ended
Audit Information	Dec. 31, 2023
Auditor Information [Abstract]
Auditor Name	KPMG LLP
Auditor Location	Boise, ID
Auditor Firm ID	185

Debt - General Other Debt (Details) - USD ($) $ in Thousands		1 Months Ended	12 Months Ended
	Dec. 31, 2022	Jul. 31, 2020	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Debt
Fixed interest rate	2.00%		7.47%	2.00%
Amortization schedule	10 years
Amount required to pay pursuant to settlement agreement		$ 20,600
Payment on signing		2,600
Payment per quarter		$ 1,000
Market interest rate		8.30%
Estimated fair value of the payment obligation		$ 17,500
Guarantee note	$ 450,409		$ 445,227	$ 450,409
Debt issuance costs			$ 0	$ 0	$ 7,656
Senior Secured Term Loan Facility - Term Loan B
Debt
Debt issuance costs					6,400
Senior Secured Asset-Based Revolving Credit Facility - ABL
Debt
Debt issuance costs					1,000
New Mortgage
Debt
Debt issuance costs					$ 200

Restructuring (Tables)

12 Months Ended

Dec. 31, 2023

Restructuring and Related Activities [Abstract]

Schedule of Restructuring Expenses

The components of restructuring expense consists of the following:


	For the year ended
$'s in 000's	December 31, 2023
Included in Cost of services
Inventory reserve	$	888
Severance	966
Total in Cost of services	$	1,854

Included in Restructuring
Accelerated depreciation - property, plant and equipment	$	8,165
Accelerated amortization - operating lease right of use assets	2,876
Lease termination gain	(897)
Variable lease expenses	1,607
Total in Restructuring	11,751
Total Restructuring Expenses	$	13,605

A roll forward of our liability related to the optimization, which is included in accrued liabilities on our consolidated balance sheets, is as follows (in thousands):


$'s in 000's	Expenses (Gains)		Original Lease Liability		Cash Payments		Non-Cash Amounts		Liability at December 31, 2023
Accelerated depreciation - property, plant and equipment	$	8,165	$	—	$	—	$	(8,165)	$	—
Accelerated amortization - operating lease right of use assets	2,876		—		—		(2,876)		—
Inventory reserve	888		—		—		(888)		—
Severance	966		—		(966)		—		—
Lease termination gain	(897)		2,722		—		—		1,825
Variable lease expenses	1,607		—		(597)		—		1,010
Total Restructuring	$	13,605	$	2,722	$	(1,563)	$	(11,929)	$	2,835

Stockholders' Equity (Details) $ / shares in Units, $ in Millions	12 Months Ended
	Dec. 31, 2023 vote $ / shares shares	Dec. 31, 2022 $ / shares shares	Sep. 06, 2022 USD ($)
Class of Stock [Line Items]
Blank check preferred stock, authorized (in shares)	12,500,000
Number of votes per share (vote) \| vote	1
Stock repurchase program authorized amount \| $			$ 30.0
Treasury stock purchased (in shares)	0	373,408
Shares repurchased, weighted average price per share (in dollars per share) \| $ / shares		$ 10.33
Class A Common Stock
Class of Stock [Line Items]
Common stock authorized (in shares)	125,000,000	125,000,000
Common stock, par value (in dollars per share) \| $ / shares	$ 0.001	$ 0.001
Share ratio (in shares)	1
Class B Common Stock
Class of Stock [Line Items]
Common stock authorized (in shares)	8,401,521	8,402,000
Common stock, par value (in dollars per share) \| $ / shares	$ 0.001	$ 0.001
Share ratio (in shares)	1

Intangible Assets and Goodwill - Narrative (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Intangible Assets and Goodwill
Amortization of intangible assets	$ 19,800	$ 18,100	$ 22,300
Selling, general and administrative expenses	196,236	$ 182,561	$ 170,521
In-process research and development
Intangible Assets and Goodwill
Selling, general and administrative expenses	$ 1,700

Earnings (Loss) per Share (Tables)

12 Months Ended

Dec. 31, 2023

Earnings Per Share [Abstract]

Reconciliation of Basic and Diluted Earnings (Loss) per Share

The following table sets forth reconciliations of the numerators and denominators used to compute basic and diluted earnings (loss) per share of Class A common stock:


	Year ended December 31,
(in 000's, except for per share amounts)	2023		2022		2021
Numerator:
Net income (loss)	$	2,539	$	(48,620)	$	(16,383)
Less: net income (loss) attributable to non-controlling interests	408		(412)		(416)
Net income (loss) attributable to PetIQ, Inc. — basic and diluted	$	2,131	$	(48,208)	$	(15,967)
Denominator(1):
Weighted-average shares of Class A common stock outstanding — basic	29,135		29,159		28,242
Dilutive effect of share-based compensation awards(2)	395		—		—
Dilutive effect of conversion of Notes(3)	—		—		—
Weighted-average shares of Class A common stock outstanding — diluted	29,530		29,159		28,242

Earnings (loss) per share of Class A common stock — basic	$	0.07	$	(1.65)	$	(0.57)
Earnings (loss) per share of Class A common stock — diluted	$	0.07	$	(1.65)	$	(0.57)

Principal Business Activity and Significant Accounting Policies - Research and Development and Advertising Costs (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Accounting Policies [Abstract]
Research and development costs	$ 1.1	$ 2.1	$ 8.0
Advertising costs	$ 45.6	$ 20.1	$ 16.2

Consolidated Statements of Cash Flows - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Cash flows from operating activities
Net income (loss)	$ 2,539	$ (48,620)	$ (16,383)
Adjustments to reconcile net income (loss) to net cash provided by operating activities
Depreciation and amortization of intangible assets and loan fees	44,498	35,468	39,300
Loss on debt extinguishment	0	0	5,453
Loss (gain) on disposition of property, plant, and equipment	8	438	(1,183)
Stock based compensation expense	9,468	11,363	9,428
Deferred tax adjustment	(172)	599	3,487
Impairment and other asset charges	7,680	47,264	0
Other non-cash activity	(85)	(385)	233
Changes in assets and liabilities, net of business acquisition
Accounts receivable	(24,457)	(4,137)	(11,197)
Inventories	(16,041)	(46,297)	1,283
Other assets	(4)	1,093	(1,380)
Accounts payable	25,950	58,546	(12,131)
Accrued wages payable	5,342	(1,225)	2,194
Other accrued expenses	7,161	(6,083)	4,663
Net cash provided by operating activities	61,887	48,024	23,767
Cash flows from investing activities
Proceeds from disposition of property, plant, and equipment	0	0	5,132
Purchase of property, plant, and equipment	(9,145)	(11,973)	(31,270)
Business acquisitions (net of cash acquired)	(27,634)	0	0
Net cash used in investing activities	(36,779)	(11,973)	(26,138)
Cash flows from financing activities
Proceeds from issuance of long-term debt	35,000	59,000	642,568
Principal payments on long-term debt	(42,600)	(66,600)	(597,071)
Stock repurchase	0	(3,857)	0
Tax distributions to LLC Owners	(165)	0	(70)
Principal payments on finance lease obligations	(1,494)	(1,493)	(1,926)
Payment of deferred financing fees and debt discount	0	0	(7,656)
Tax withholding payments on Restricted Stock Units	(984)	(875)	(937)
Exercise of options to purchase Class A common stock	54	115	13,426
Net cash (used in) provided by financing activities	(10,189)	(13,710)	48,334
Net change in cash and cash equivalents	14,919	22,341	45,963
Effect of exchange rate changes on cash and cash equivalents	185	(482)	(13)
Cash and cash equivalents, beginning of period	101,265	79,406	33,456
Cash and cash equivalents, end of period	116,369	101,265	79,406
Supplemental cash flow information
Interest paid, net	27,194	26,404	19,189
Net change in property, plant, and equipment acquired through accounts payable	89	509	735
Finance lease additions	775	59	1,191
Net change of deferred tax asset from step-up in basis	0	0	3,348
Income taxes paid, net of refunds	558	359	418
Net change in accrued tax distribution	$ 299	$ 0	$ 7

Principal Business Activity and Significant Accounting Policies - Goodwill and Intangible Assets (Details) - USD ($)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Accounting Policies [Abstract]
Goodwill, Impairment Loss	$ 0	$ 47,264,000	$ 0
Impairment of indefinite-lived intangible assets	$ 0	$ 0	$ 0

Pay vs Performance Disclosure - USD ($) $ in Thousands	12 Months Ended
Pay vs Performance Disclosure - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Pay vs Performance Disclosure
Net Income (Loss)	$ 2,131	$ (48,208)	$ (15,967)

- Definition

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(g)(1)(ii))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480678/235-10-S99-1

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 323
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 3
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481687/323-10-50-3

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 825
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 28
-Subparagraph (f)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482907/825-10-50-28

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 220
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482765/220-10-50-6

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 3
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483443/250-10-50-3

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (b)(2)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483443/250-10-50-1

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 815
-SubTopic 40
-Name Accounting Standards Codification
-Section 65
-Paragraph 1
-Subparagraph (f)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480175/815-40-65-1

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 8
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483443/250-10-50-8

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 9
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483443/250-10-50-9

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 11
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483443/250-10-50-11

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 11
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483443/250-10-50-11

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 4
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483443/250-10-50-4

Reference 13: http://www.xbrl.org/2003/role/exampleRef
-Topic 946
-SubTopic 830
-Name Accounting Standards Codification
-Section 55
-Paragraph 10
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480167/946-830-55-10

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 220
-Name Accounting Standards Codification
-Section 45
-Paragraph 7
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483581/946-220-45-7

Reference 15: http://www.xbrl.org/2003/role/disclosureRef
-Topic 944
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.7-04(18))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483586/944-220-S99-1

Reference 16: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 22
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-22

Reference 17: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.6-07(9))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483575/946-220-S99-1

Reference 18: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 3
-Subparagraph (SX 210.6-09(1)(d))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483575/946-220-S99-3

Reference 19: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(4)(i))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1A

Reference 20: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(4)(ii))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1A

Reference 21: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(4)(iii)(A))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1A

Reference 22: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(4)(iv))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1A

Reference 23: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(5))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1A

Reference 24: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(4)(i))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1B

Reference 25: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(4)(iii)(A))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1B

Reference 26: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(4)(iii)(B))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1B

Reference 27: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(4)(iv))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1B

Reference 28: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(5))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1B

Reference 29: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 30
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-30

Reference 30: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 32
-Subparagraph (f)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-32

Reference 31: http://www.xbrl.org/2003/role/disclosureRef
-Topic 260
-SubTopic 10
-Name Accounting Standards Codification
-Section 45
-Paragraph 60B
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482689/260-10-45-60B

Reference 32: http://www.xbrl.org/2003/role/exampleRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 31
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-31

Reference 33: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 32
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-32

Reference 34: http://www.xbrl.org/2003/role/disclosureRef
-Topic 205
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 7
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483499/205-20-50-7

Reference 35: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 230
-SubTopic 10
-Name Accounting Standards Codification
-Section 45
-Paragraph 28
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482740/230-10-45-28

Reference 36: http://www.xbrl.org/2003/role/disclosureRef
-Topic 220
-SubTopic 10
-Name Accounting Standards Codification
-Section 45
-Paragraph 1A
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482790/220-10-45-1A

Reference 37: http://www.xbrl.org/2003/role/disclosureRef
-Topic 220
-SubTopic 10
-Name Accounting Standards Codification
-Section 45
-Paragraph 1B
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482790/220-10-45-1B

Reference 38: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 220
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 2
-Subparagraph (SX 210.5-03(20))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483621/220-10-S99-2

Reference 39: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 942
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.9-04(22))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483589/942-220-S99-1

+ Details

Consolidated Statements of Stockholders' Equity - USD ($) $ in Thousands	Total	Accumulated Deficit	Accumulated Other Comprehensive Loss	Treasury Stock	Additional Paid-in Capital	Non-controlling Interest	Class A Common Stock Common Stock	Class B Common Stock	Class B Common Stock Common Stock
Beginning balance at Dec. 31, 2020	$ 246,410	$ (98,558)	$ (686)	$ 0	$ 319,642	$ 25,983	$ 26		$ 3
Beginning balance (in shares) at Dec. 31, 2020							25,711,000		3,040,000
Beginning balance (in shares) at Dec. 31, 2020				0
Increase (Decrease) in Stockholders' Equity
Exchange of LLC Interests held by LLC Owners (in shares)							2,768,000		(2,768,000)
Exchange of LLC Interests held by LLC Owners	0		66		23,531	(23,597)	$ 3		$ (3)
Net increase in deferred tax asset from LLC Interest transactions	3,348				3,235	113
Accrued tax distributions	(7)					(7)
Other comprehensive income (loss)	(65)		(64)			(1)
Stock based compensation expense	9,428				9,109	319
Exercise of options to purchase common stock (in shares)							583,000
Exercise of options to purchase common stock	13,426				13,426
Issuance of stock vesting of RSU's, net of tax withholdings (in shares)							77,000
Issuance of stock vesting of RSU's, net of tax withholdings	(937)				(937)
Net income (loss)	(16,383)	(15,967)				(416)
Ending balance at Dec. 31, 2021	255,220	(114,525)	(684)	$ 0	368,006	2,394	$ 29		$ 0
Ending balance (in shares) at Dec. 31, 2021							29,139,000		272,000
Ending balance (in shares) at Dec. 31, 2021				0
Increase (Decrease) in Stockholders' Equity
Exchange of LLC Interests held by LLC Owners (in shares)							20,000		(20,000)
Exchange of LLC Interests held by LLC Owners	0				199	(199)
Other comprehensive income (loss)	$ (1,553)		(1,540)			(13)
Treasury stock purchased (in shares)	373,408			373,000
Treasury stock purchased	$ (3,857)			$ (3,857)
Stock based compensation expense	$ 11,363				11,264	99
Exercise of options to purchase common stock (in shares)	2,000						2,000
Exercise of options to purchase common stock	$ 115				115
Issuance of stock vesting of RSU's, net of tax withholdings (in shares)							187,000
Issuance of stock vesting of RSU's, net of tax withholdings	(875)				(875)
Net income (loss)	(48,620)	(48,208)				(412)
Ending balance at Dec. 31, 2022	$ 211,793	(162,733)	(2,224)	$ (3,857)	378,709	1,869	$ 29		$ 0
Ending balance (in shares) at Dec. 31, 2022							29,348,000	252,000	252,000
Ending balance (in shares) at Dec. 31, 2022	373,000			373,000
Increase (Decrease) in Stockholders' Equity
Exchange of LLC Interests held by LLC Owners (in shares)							21,000
Exchange of LLC Interests held by LLC Owners	$ 0				180	(180)
Accrued tax distributions	(394)					(394)
Other comprehensive income (loss)	$ 522		518			4
Treasury stock purchased (in shares)	0
Stock based compensation expense	$ 9,468				9,390	78
Exercise of options to purchase common stock (in shares)	3,000						3,000
Exercise of options to purchase common stock	$ 54				54
Issuance of stock vesting of RSU's, net of tax withholdings (in shares)							198,000
Issuance of stock vesting of RSU's, net of tax withholdings	(984)				(984)
Net income (loss)	2,539	2,131				408
Ending balance at Dec. 31, 2023	$ 222,998	$ (160,602)	$ (1,706)	$ (3,857)	$ 387,349	$ 1,785	$ 29		$ 0
Ending balance (in shares) at Dec. 31, 2023							29,570,000	231,000	231,000
Ending balance (in shares) at Dec. 31, 2023	373,000			373,000

Consolidated Balance Sheets (Parenthetical) - $ / shares	Dec. 31, 2023	Dec. 31, 2022
Treasury stock, common, shares outstanding (in shares)	373,000	373,000
Class A Common Stock
Common stock, par value (in dollars per share)	$ 0.001	$ 0.001
Common stock authorized (in shares)	125,000,000	125,000,000
Common stock, shares, issued (in shares)	29,570,000	29,348,000
Class B Common Stock
Common stock, par value (in dollars per share)	$ 0.001	$ 0.001
Common stock authorized (in shares)	8,401,521	8,402,000
Common stock, shares, issued (in shares)	231,000	252,000
Common stock, shares outstanding (in shares)	231,000	252,000

Stock Based Compensation - Restricted Stock (Details) - Restricted Stock Units - $ / shares shares in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Number of Shares
Beginning balance (in shares)	853	459
Granted (in shares)	1,313	802
Settled (in shares)	(234)	(231)
Forfeited (in shares)		(177)
Forfeited and canceled (in shares)	(244)
Ending balance (in shares)	1,688	853
Weighted Average Grant Date Fair Value
Beginning balance (in dollars per share)	$ 23.06	$ 31.08
Granted (in dollars per share)	12.02	20.30
Settled (in dollars per share)	22.72	27.81
Forfeited (in dollars per share)		25.53
Forfeited and canceled (in dollars per share)	16.18
Ending balance (in dollars per share)	$ 15.26	$ 23.06

Principal Business Activity and Significant Accounting Policies (Policies)	12 Months Ended
	Dec. 31, 2023
Accounting Policies [Abstract]
Use of Estimates	Use of Estimates The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of sales and expenses during the reporting period. Actual results could differ from those estimates. Significant items subject to such estimates and assumptions include the useful lives of property, plant, and equipment and intangible assets; the valuation of property, plant, and equipment, intangible assets and goodwill, the valuation of assets and liabilities in connection with acquisitions, the valuation of deferred tax assets, the valuation of inventories, and reserves for legal contingencies.
Fair Value of Financial Instruments	Fair Value of Financial Instruments Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability (an exit price) in an orderly transaction between market participants at the reporting date. The accounting guidance establishes a three-tiered hierarchy, which prioritizes the inputs used in the valuation methodologies in measuring fair value: Level 1—Quoted prices in active markets for identical assets or liabilities. Level 2—Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Level 3—Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. The categorization of a financial instrument within the valuation hierarchy is based on the lowest level of input that is significant to the fair value measurement. The carrying amounts of the Company’s financial instruments, including cash and cash equivalents, accounts receivable, accounts payable and accrued liabilities, are at cost, which approximates fair value due to their relatively short maturities.
Cash and Cash Equivalents	Cash and Cash Equivalents Cash equivalents consist of highly liquid investments with an original maturity of three months or less at the date of acquisition. All credit card, debit card and electronic transfer transactions that process in less than seven days are classified as cash and cash equivalents. The Company maintains its cash accounts in various deposit accounts, the balances of which at times exceeded federal deposit insurance limits during the periods presented.
Receivables and Credit Policy	Receivables and Credit Policy Trade receivables due from customers are uncollateralized customer obligations due under normal trade terms requiring payment within 45 days from the invoice date. Accounts receivable are stated at the amount billed to the customer, net of discounts and estimated deductions. The Company does not have a policy for charging interest on overdue customer account balances. The Company provides an allowance for credit losses equal to expected losses. The Company’s estimate is based on historical collection experience, a review of the current status of trade accounts receivable and known current economic conditions. Payments of trade receivables are allocated to the specific invoices identified on the customer’s remittance advice. Other receivables consists of various receivables due from vendors, banking institutions, employees, and government agencies.
Inventories	Inventories Inventories are stated at the lower of cost or net realizable value. Cost is determined on the FIFO method and includes estimated rebate amounts. The Company maintains reserves for estimated obsolete or unmarketable inventory based on the difference between the cost of inventory and its estimated net realizable value. In estimating the reserves, management considers factors such as excess or slow-moving inventories, product expiration dating, and market conditions. Changes in these conditions may result in additional reserves.
Property, Plant, and Equipment	Property, Plant, and Equipment Property, plant, and equipment are recorded at cost. Expenditures for improvements that significantly add to the productive capacity or extend the useful life of an asset are capitalized. Expenditures for maintenance and repairs are charged to expense as incurred. Long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. No impairment charge was recorded for the years ended December 31, 2023, 2022 and 2021. Depreciation and amortization is provided using the straight-line method, based on estimated useful lives of the assets, except for leasehold improvements and finance leased assets which are depreciated over the shorter of the expected useful life or the lease term. Depreciation and amortization expense is recorded in cost of sales and selling, general and administrative expenses in the consolidated statements of operations, depending on the use of the asset.
Goodwill and Intangible Assets	Goodwill and Intangible Assets Goodwill is the excess of the consideration paid over the fair value of specifically identifiable assets, liabilities and contingent liabilities in a business combination. Intangible assets acquired are recorded at estimated fair value. Goodwill and intangible assets deemed to have indefinite lives are not amortized, but are tested for impairment annually during the fourth quarter, and at any time when events suggest an impairment more likely than not occurred. To assess goodwill for impairment, the Company, depending on relevant facts and circumstances, performs either a qualitative assessment or a quantitative analysis utilizing a discounted cash flow valuation model. In performing the qualitative assessment, the Company evaluates relevant factors such as macroeconomic conditions, industry and market considerations, cost factors and overall financial performance, as well as company and reporting unit specific items. If, after assessing these qualitative factors, the Company determines that it is more likely than not that the carrying value of the reporting unit is less than its fair value, then no further testing is required. In performing a quantitative analysis, the Company determines the fair value of a reporting unit using management’s assumptions about future cash flows based on long-range strategic plans. This approach incorporates many assumptions including discount rates and future growth rates. In the event the carrying amount of a reporting unit exceeded its fair value, an impairment loss would be recognized. As a result of the Company's annual impairment test, no impairment charges were recorded for the years ended December 31, 2023 and 2021, respectively. However, during the year ended December 31, 2022 the Company determined that the fair value of the Services reporting unit was less than it's carrying value, resulting in a non-cash goodwill impairment charge of $47.3 million. Indefinite-lived intangible assets are tested for impairment utilizing either a qualitative assessment or a quantitative analysis. For a qualitative assessment, the Company identifies and considers relevant key factors, events, and circumstances to determine whether it is necessary to perform a quantitative impairment test. The key factors considered include macroeconomic, industry, and market conditions, as well as the asset's actual and forecasted results. For the quantitative impairment tests, the Company compares the carrying amounts to the current fair market values. Intangible assets with definite lives are amortized over their estimated useful lives to reflect the pattern over which the economic benefits of the intangible assets are consumed. Definite-lived intangible assets are also evaluated for impairment when impairment indicators are present. No impairment was recorded as a result of this test or was recorded for the years ended December 31, 2023, 2022, and 2021. Assets and Liabilities Held for Sale During the fourth quarter of 2023, the Company committed to a plan to sell its foreign subsidiary within the Products segment, Mark & Chappell ("M&C"), and initiated the required actions to complete such a sale. Based on the applicable requirements, the Company concluded that the M&C business met the held for sale criteria as of December 31, 2023. As such, the assets and liabilities of M&C are classified as held for sale and presented as $4.2 million of assets within Other current assets and $1.2 million of liabilities within Other accrued expenses in our Consolidated Balance Sheets as of December 31, 2023. In connection with the expected sale of the business and classification of related assets and liabilities as held for sale, we recorded asset charges of $7.7 million during the year ended December 31, 2023, which is included on our Consolidated Statements of Operations within Impairment and other asset charges. We expect the sale of Mark & Chappell will close during the first quarter of 2024.
Convertible Debt	Convertible Debt On May 19, 2020, the Company issued $143.8 million aggregate principal amount of Convertible Notes due 2026 (the “Notes”). See Note 5 – “Debt.” Simultaneously, with the issuance of the Notes, we bought capped call options from certain financial institutions to minimize the impact of potential dilution of our Class A common stock upon conversion of the Notes. The premium for the capped call options was recorded as additional paid-in capital in our consolidated balance sheets as the options are settleable in our Class A common stock.
Revenue Recognition	Revenue Recognition When Performance Obligations Are Satisfied A performance obligation is a promise in a contract to transfer a distinct good or service to the customer and is the unit of account for revenue recognition. A contract’s transaction price is allocated to each distinct performance obligation and recognized as revenue when, or as, the performance obligation is satisfied. The Company’s performance obligations are product sales and the delivery of veterinary services. Revenue is generally recognized for product sales on a point in time basis when product control is transferred to the customer. In general, control transfers to the customer when the product is shipped or delivered to the customer based upon applicable shipping terms, as the customer can direct the use and obtain substantially all of the remaining benefits from the asset at this point in time. Revenue for services is recognized over time as the service is delivered, typically over a single day. Payment is typically rendered at the time of service. Customer contracts generally do not include more than one performance obligation. When a contract does contain more than one performance obligation, we allocate the contract’s transaction price to each performance obligation based on its relative standalone selling price. The standalone selling price for each distinct good is generally determined by directly observable data. The Company began offering subscription based veterinary service plans to customers of the Services segment in 2021; however, total activity during the years ended December 31, 2023, 2022, and 2021 was immaterial. The performance obligations in our contracts are satisfied within one year. As such, we have not disclosed the transaction price allocated to remaining performance obligations as of December 31, 2023 and 2022. Variable Consideration In addition to fixed contract consideration, most contracts include some form of variable consideration. The most common forms of variable consideration include discounts, rebates, and sales returns and allowances. Variable consideration is treated as a reduction in revenue when product revenue is recognized. Depending on the specific type of variable consideration, we use either the expected value or most likely amount method to determine the variable consideration. We believe there will not be significant changes to our estimates of variable consideration when any related uncertainties are resolved with our customers. The Company reviews and updates its estimates and related accruals of variable consideration each period based on the terms of the agreements, historical experience, and any recent changes in the market. Any uncertainties in the ultimate resolution of variable consideration due to factors outside of the Company’s influence are typically resolved within a short timeframe therefore not requiring any additional constraint on the variable consideration. Trade marketing expense, consisting primarily of customer pricing allowances and merchandising funds are offered through various programs to customers and are designed to promote our products. They include the cost of in-store product displays, feature pricing in retailers' advertisements and other temporary price reductions. These programs are offered to our customers both in fixed and variable amounts. The ultimate cost of these programs depends on retailer performance and is subject to management estimates. Certain retailers require the payment of product introductory fees in order to obtain space for the Company's products on the retailer's store shelves. This cost is typically a lump sum and is determined using the expected value based on the contract between the two parties. Both trade marketing expense and product introductory fees are recognized as reductions of revenue at the time the transfer of control of the associated products occurs. Accruals for expected payouts, or amounts paid in advance, under these programs are included as accounts payable or other current assets in the consolidated balance sheets. Significant Payment Terms Our customer contracts identify the product, quantity, price, payment and final delivery terms. Payment terms usually include early pay discounts. We grant payment terms consistent with industry standards. Although some payment terms may be more extended, terms beyond one year are not typically granted at contract inception. As a result, we do not adjust the promised amount of consideration for the effects of a significant financing component because the period between our transfer of a promised good or service to a customer and the customer’s payment for that good or service is typically one year or less. Shipping and other costs All shipping and handling costs associated with outbound freight are accounted for as fulfillment costs and are included in the cost of sales. This includes shipping and handling costs after control over a product has transferred to a customer. Sales tax collected from customers and remitted to governmental authorities is not included in revenue and is reflected as a liability on the Company’s consolidated balance sheets. Warranties & Returns PetIQ provides all customers with a standard or assurance type warranty. Either stated or implied, the Company provides assurance the related products will comply with all agreed-upon specifications and other warranties provided under the law. No significant services beyond an assurance warranty are provided to customers. The Company does not grant a general right of return. However, customers may return defective or non-conforming products. Additionally, customers from time to time will negotiate certain return provisions to facilitate seasonal retail inventory changes or to reset placement within stores. Customer remedies may include either a cash refund or an exchange of the product. As a result, the right of return and related refund liability is estimated and recorded as a reduction in revenue. This return estimate is reviewed and updated each period and is based on historical sales and return experience. Contract balances Contract asset and liability balances as of December 31, 2023 and 2022 are immaterial. The Company does not have significant deferred revenue or unbilled receivable balances.
Cost of Services	Cost of Services Cost of Services are comprised of all service and product costs related to the delivery of veterinary services, including but not limited to, salaries and contract costs of veterinarians, technicians and other clinic based personnel, transportation and delivery costs, rent, occupancy costs, supply costs, depreciation and amortization of clinic assets, certain marketing and promotional expenses and costs of goods sold.
Research and Development and Advertising Costs	Research and Development and Advertising Costs Research and development and advertising costs are expensed as incurred and are included in selling, general and administrative expenses.
Collaboration Agreements	Collaboration Agreements Through the Perrigo Animal Health Acquisition, we entered into a product development and asset purchase agreement with a third party for certain product formulations in development by the third party. During the year ended December 31, 2021, the Company opted out of the arrangement for two of the product formulations, and during the year ended December 31, 2023 the Company opted out of the final project. Product development costs were expensed as incurred or as milestone payments become probable, and the Company wrote off the remaining intangible asset upon abandonment of the project. All expenses are included in selling, general and administrative expenses on the consolidated statements of operations.
Litigation	Litigation The Company is subject to various legal proceedings, claims, litigation, investigations and contingencies arising out of the ordinary course of business. If the likelihood of an adverse legal outcome is determined to be probable and the amount of loss is estimable, then a liability is accrued in accordance with accounting guidance for Contingencies. If the assessment indicates a potentially material loss contingency is not probable but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, together with an estimate of the range of possible loss if determinable and material, is disclosed. The Company consults with both internal and external legal counsel related to litigation. See Note 13 for more information.
Stock Based Compensation	Stock Based Compensation The Company expenses employee share-based awards under ASC Topic 718, Compensation—Stock Compensation, which requires compensation cost for the grant-date fair value of share-based awards to be recognized over the requisite service period. Stock options granted to executives and other employees are valued using the Black-Scholes option pricing model. See Note 9 for more information.
Accounting for Income Taxes	Accounting for Income Taxes The Company uses the asset and liability approach for financial accounting and reporting of income taxes. Deferred income taxes reflect the net tax effect of temporary differences between the carrying amount of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Deferred taxes are measured using rates expected to apply to taxable income in years in which those temporary differences are expected to reverse. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in income in the period that includes the enactment date. We recognize deferred tax assets to the extent that we believe that these assets are more likely than not to be realized. In making such a determination, we consider all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax-planning strategies, and results of recent operations. If we determine that we would be able to realize our deferred tax assets in the future in excess of their net recorded amount, we would make an adjustment to the deferred tax asset valuation allowance, which would reduce the provision for income taxes. The Company uses a two-step process for the measurement of uncertain tax positions that have been taken or are expected to be taken in a tax return. The first step is a determination of whether the tax position should be recognized in the consolidated financial statements. The second step determines the measurement of the tax position. The Company records potential interest and penalties on uncertain tax positions as a component of income tax expense.
Interest Expense, net	Interest Expense, net Interest expense, net, is comprised primarily of interest expense related to (i) our debt agreements, (ii) unused line fees, (iii) amortization of deferred loan fees and discounts, (iv) finance lease obligations and the mortgage note outstanding, offset by interest income earned on our demand deposits and other assets.
Non-Controlling Interest	Non-Controlling Interest The non-controlling interests on the consolidated statements of operations represents the portion of earnings or loss attributable to the economic interest in the Company’s subsidiary, HoldCo, held by the non-controlling holders of Class B common stock and limited liability company interests in HoldCo. Non-controlling interests on the consolidated balance sheet represents the portion of net assets of the Company attributable to the non-controlling holders of Class B common stock and Limited Liability Company interests in HoldCo.
Earnings (Loss) Per Share	Earnings (Loss) Per Share Basic earnings (loss) per share is computed by dividing net income (loss) attributable to PetIQ, Inc. by the weighted average shares outstanding during the period. Diluted earnings (loss) per share is computed by dividing net income (loss) attributable to PetIQ, Inc., adjusted as necessary for the impact of potentially dilutive securities, by the weighted-average shares outstanding during the period and the impact of securities that would have a dilutive effect on income (loss) per share. See Note 8 for further discussion.
Recently Issued Accounting Pronouncements / Adopted Accounting Standard Updates	Recently Issued Accounting Pronouncements / Adopted Accounting Standard Updates From time to time, the Financial Accounting Standards Board or other standards setting bodies issue new accounting pronouncements. Updates to the Accounting Standards Codification are communicated through issuance of an Accounting Standards Update (“ASU”) In November of 2023, the Financial Accounting Standards Board (FASB) issued ASU No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures. The amendments are intended to increase reportable segment disclosure requirements primarily through enhanced disclosures about significant segment expenses. The ASU is effective on a retrospective basis for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. We are currently evaluating the impact of this guidance on the disclosures within our consolidated financial statements. In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. The amendments require disclosure of specific categories in the rate reconciliation and provide additional information for reconciling items that meet a quantitative threshold and further disaggregation of income taxes paid for individually significant jurisdictions. The ASU is effective for fiscal years beginning after December 15, 2024, with early adoption permitted. We are currently evaluating the impact of this guidance on the disclosures within our consolidated financial statements.

Principal Business Activity and Significant Accounting Policies

12 Months Ended

Dec. 31, 2023

Accounting Policies [Abstract]

Principal Business Activity and Significant Accounting Policies

Principal Business Activity and Principals of Consolidation

PetIQ is a leading pet medication, product and wellness company delivering a smarter way for pet parents to help pets live their best lives through convenient access to affordable health and wellness products and veterinary services. We have two reporting segments: (i) Products; and (ii) Services. PetIQ believes that pets are an important part of the family and deserve the best products and care we can provide.

Our Products segment consists of our product manufacturing and distribution business through which we manufacture and distribute pet medication and health and wellness products to major U.S. retail and e-commerce channels through more than 60,000 points of distribution. We focus our offerings on innovative, proprietary value-branded products, and leading third-party branded products for dogs and cats, including pet Rx medications, OTC medications and wellness products. Our Products segment is further supported by our world-class medications manufacturing facility in Omaha, Nebraska and health and wellness manufacturing facility in Springville, Utah.

Our Services segment consists of veterinary services, and related product sales, provided by the Company directly to consumers. Our national veterinarian service platform operates at over 2,600 community clinic locations and wellness centers hosted at retailers across 39 states providing cost effective and convenient veterinary wellness services. We offer diagnostic tests, vaccinations, prescription medications, microchipping, grooming and hygiene and wellness checks.

PetIQ is the managing member of PetIQ Holdings, LLC (“HoldCo”), a Delaware limited liability company, which is the sole member of PetIQ, LLC (“Opco”) and, through HoldCo, operate and control all the business and affairs of Opco. PetIQ and HoldCo are holding companies with no other operations, cash flows, material assets or liabilities other than the equity interests in Opco.

The consolidated financial statements include the accounts of the Company and all majority-owned subsidiaries. All intercompany transactions and balances have been eliminated in consolidation.

Use of Estimates

The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of sales and expenses during the reporting period. Actual results could differ from those estimates. Significant items subject to such estimates and assumptions include the useful lives of property, plant, and equipment and intangible assets; the valuation of property, plant, and equipment, intangible assets and goodwill, the valuation of assets and liabilities in connection with acquisitions, the valuation of deferred tax assets, the valuation of inventories, and reserves for legal contingencies.

Fair Value of Financial Instruments

Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability (an exit price) in an orderly transaction between market participants at the reporting date. The accounting guidance establishes a three-tiered hierarchy, which prioritizes the inputs used in the valuation methodologies in measuring fair value:

Level 1—Quoted prices in active markets for identical assets or liabilities.

Level 2—Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.

Level 3—Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.

The categorization of a financial instrument within the valuation hierarchy is based on the lowest level of input that is significant to the fair value measurement.

The carrying amounts of the Company’s financial instruments, including cash and cash equivalents, accounts receivable, accounts payable and accrued liabilities, are at cost, which approximates fair value due to their relatively short maturities.

Cash and Cash Equivalents

Cash equivalents consist of highly liquid investments with an original maturity of three months or less at the date of acquisition. All credit card, debit card and electronic transfer transactions that process in less than seven days are classified as cash and cash equivalents. The Company maintains its cash accounts in various deposit accounts, the balances of which at times exceeded federal deposit insurance limits during the periods presented.

Receivables and Credit Policy

Trade receivables due from customers are uncollateralized customer obligations due under normal trade terms requiring payment within 45 days from the invoice date. Accounts receivable are stated at the amount billed to the customer, net of discounts and estimated deductions. The Company does not have a policy for charging interest on overdue customer account balances. The Company provides an allowance for credit losses equal to expected losses. The Company’s estimate is based on historical collection experience, a review of the current status of trade accounts receivable and known current economic conditions. Payments of trade receivables are allocated to the specific invoices identified on the customer’s remittance advice.

Other receivables consists of various receivables due from vendors, banking institutions, employees, and government agencies.

Accounts receivable, net consists of the following as of:


$'s in 000's	December 31, 2023		December 31, 2022
Trade receivables	$	126,835	$	104,612
Other receivables	15,821		13,790
	142,656		118,402
Less: Allowance for doubtful accounts	(145)		(398)
Total accounts receivable, net	$	142,511	$	118,004

Inventories

Inventories are stated at the lower of cost or net realizable value. Cost is determined on the FIFO method and includes estimated rebate amounts. The Company maintains reserves for estimated obsolete or unmarketable inventory based on the difference between the cost of inventory and its estimated net realizable value. In estimating the reserves, management considers factors such as excess or slow-moving inventories, product expiration dating, and market conditions. Changes in these conditions may result in additional reserves. Major components of inventories consist of the following as of:


$'s in 000's	December 31, 2023		December 31, 2022
Raw materials	$	16,055	$	17,464
Work in progress	2,591		2,234
Finished goods	140,663		122,907
Total inventories	$	159,309	$	142,605

Property, Plant, and Equipment

Property, plant, and equipment are recorded at cost. Expenditures for improvements that significantly add to the productive capacity or extend the useful life of an asset are capitalized. Expenditures for maintenance and repairs are charged to expense as incurred. Long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. No impairment charge was recorded for the years ended December 31, 2023, 2022 and 2021.

Depreciation and amortization is provided using the straight-line method, based on estimated useful lives of the assets, except for leasehold improvements and finance leased assets which are depreciated over the shorter of the expected useful life or the lease term. Depreciation and amortization expense is recorded in cost of sales and selling, general and administrative expenses in the consolidated statements of operations, depending on the use of the asset. The estimated useful lives of property, plant, and equipment are as follows:


Computer equipment and software			3 years
Vehicle and vehicle accessories			3-5 years
Buildings			33 years
Equipment			2-15 years
Leasehold improvements			2-15 years
Furniture and fixtures			5-10 years

Goodwill and Intangible Assets

Goodwill is the excess of the consideration paid over the fair value of specifically identifiable assets, liabilities and contingent liabilities in a business combination. Intangible assets acquired are recorded at estimated fair value. Goodwill and intangible assets deemed to have indefinite lives are not amortized, but are tested for impairment annually during the fourth quarter, and at any time when events suggest an impairment more likely than not occurred.

To assess goodwill for impairment, the Company, depending on relevant facts and circumstances, performs either a qualitative assessment or a quantitative analysis utilizing a discounted cash flow valuation model. In performing the qualitative assessment, the Company evaluates relevant factors such as macroeconomic conditions, industry and market considerations, cost factors and overall financial performance, as well as company and reporting unit specific items. If, after assessing these qualitative factors, the Company determines that it is more likely than not that the carrying value of the reporting unit is less than its fair value, then no further testing is required. In performing a quantitative analysis, the Company determines the fair value of a reporting unit using management’s assumptions about future cash flows based on long-range strategic plans. This approach incorporates many assumptions including discount rates and future growth rates. In the event the carrying amount of a reporting unit exceeded its fair value, an impairment loss would be recognized.

As a result of the Company's annual impairment test, no impairment charges were recorded for the years ended December 31, 2023 and 2021, respectively. However, during the year ended December 31, 2022 the Company determined that the fair value of the Services reporting unit was less than it's carrying value, resulting in a non-cash goodwill impairment charge of $47.3 million.

Indefinite-lived intangible assets are tested for impairment utilizing either a qualitative assessment or a quantitative analysis. For a qualitative assessment, the Company identifies and considers relevant key factors, events, and circumstances to determine whether it is necessary to perform a quantitative impairment test. The key factors considered include macroeconomic, industry, and market conditions, as well as the asset's actual and forecasted results. For the quantitative impairment tests, the Company compares the carrying amounts to the current fair market values. Intangible assets with definite lives are amortized over their estimated useful lives to reflect the pattern over which the economic benefits of the intangible assets are consumed. Definite-lived intangible assets are also evaluated for impairment when impairment indicators are present. No impairment was recorded as a result of this test or was recorded for the years ended December 31, 2023, 2022, and 2021.

Assets and Liabilities Held for Sale

During the fourth quarter of 2023, the Company committed to a plan to sell its foreign subsidiary within the Products segment, Mark & Chappell ("M&C"), and initiated the required actions to complete such a sale. Based on the applicable requirements, the Company concluded that the M&C business met the held for sale criteria as of December 31, 2023. As such, the assets and liabilities of M&C are classified as held for sale and presented as $4.2 million of assets within Other current assets and $1.2 million of liabilities within Other accrued expenses in our Consolidated Balance Sheets as of December 31, 2023. In connection with the expected sale of the business and classification of related assets and liabilities as held for sale, we recorded asset charges of $7.7 million during the year ended December 31, 2023, which is included on our Consolidated Statements of Operations within Impairment and other asset charges. We expect the sale of Mark & Chappell will close during the first quarter of 2024.

Convertible Debt

On May 19, 2020, the Company issued $143.8 million aggregate principal amount of Convertible Notes due 2026 (the “Notes”). See Note 5 – “Debt.” Simultaneously, with the issuance of the Notes, we bought capped call options from certain financial institutions to minimize the impact of potential dilution of our Class A common stock upon conversion of the Notes. The premium for the capped call options was recorded as additional paid-in capital in our consolidated balance sheets as the options are settleable in our Class A common stock.

Revenue Recognition

When Performance Obligations Are Satisfied

A performance obligation is a promise in a contract to transfer a distinct good or service to the customer and is the unit of account for revenue recognition. A contract’s transaction price is allocated to each distinct performance obligation and recognized as revenue when, or as, the performance obligation is satisfied. The Company’s performance obligations are product sales and the delivery of veterinary services.

Revenue is generally recognized for product sales on a point in time basis when product control is transferred to the customer. In general, control transfers to the customer when the product is shipped or delivered to the customer based upon applicable shipping terms, as the customer can direct the use and obtain substantially all of the remaining benefits from the asset at this point in time.

Revenue for services is recognized over time as the service is delivered, typically over a single day. Payment is typically rendered at the time of service. Customer contracts generally do not include more than one performance obligation. When a contract does contain more than one performance obligation, we allocate the contract’s transaction price to each performance obligation based on its relative standalone selling price. The standalone selling price for each distinct good is generally determined by directly observable data. The Company began offering subscription based veterinary service plans to customers of the Services segment in 2021; however, total activity during the years ended December 31, 2023, 2022, and 2021 was immaterial.

The performance obligations in our contracts are satisfied within one year. As such, we have not disclosed the transaction price allocated to remaining performance obligations as of December 31, 2023 and 2022.

Variable Consideration

In addition to fixed contract consideration, most contracts include some form of variable consideration. The most common forms of variable consideration include discounts, rebates, and sales returns and allowances. Variable consideration is treated as a reduction in revenue when product revenue is recognized. Depending on the specific type of variable consideration, we use either the expected value or most likely amount method to determine the variable consideration. We believe there will not be significant changes to our estimates of variable consideration when any related uncertainties are resolved with our customers. The Company reviews and updates its estimates and related accruals of variable consideration each period based on the terms of the agreements, historical experience, and any recent changes in the market. Any uncertainties in the ultimate resolution of variable consideration due to factors outside of the Company’s influence are typically resolved within a short timeframe therefore not requiring any additional constraint on the variable consideration.

Trade marketing expense, consisting primarily of customer pricing allowances and merchandising funds are offered through various programs to customers and are designed to promote our products. They include the cost of in-store product displays, feature pricing in retailers' advertisements and other temporary price reductions. These programs are offered to our customers both in fixed and variable amounts. The ultimate cost of these programs depends on retailer performance and is subject to management estimates.

Certain retailers require the payment of product introductory fees in order to obtain space for the Company's products on the retailer's store shelves. This cost is typically a lump sum and is determined using the expected value based on the contract between the two parties.

Both trade marketing expense and product introductory fees are recognized as reductions of revenue at the time the transfer of control of the associated products occurs. Accruals for expected payouts, or amounts paid in advance, under these programs are included as accounts payable or other current assets in the consolidated balance sheets.

Significant Payment Terms

Our customer contracts identify the product, quantity, price, payment and final delivery terms. Payment terms usually include early pay discounts. We grant payment terms consistent with industry standards. Although some payment terms may be more extended, terms beyond one year are not typically granted at contract inception. As a result, we do not adjust the promised amount of consideration for the effects of a significant financing component because the period between our transfer of a promised good or service to a customer and the customer’s payment for that good or service is typically one year or less.

Shipping and other costs

All shipping and handling costs associated with outbound freight are accounted for as fulfillment costs and are included in the cost of sales. This includes shipping and handling costs after control over a product has transferred to a customer.

Sales tax collected from customers and remitted to governmental authorities is not included in revenue and is reflected as a liability on the Company’s consolidated balance sheets.

Warranties & Returns

PetIQ provides all customers with a standard or assurance type warranty. Either stated or implied, the Company provides assurance the related products will comply with all agreed-upon specifications and other warranties provided under the law. No significant services beyond an assurance warranty are provided to customers.

The Company does not grant a general right of return. However, customers may return defective or non-conforming products. Additionally, customers from time to time will negotiate certain return provisions to facilitate seasonal retail inventory changes or to reset placement within stores. Customer remedies may include either a cash refund or an exchange of the product. As a result, the right of return and related refund liability is estimated and recorded as a reduction in revenue. This return estimate is reviewed and updated each period and is based on historical sales and return experience.

Contract balances

Contract asset and liability balances as of December 31, 2023 and 2022 are immaterial. The Company does not have significant deferred revenue or unbilled receivable balances.

Cost of Services

Cost of Services are comprised of all service and product costs related to the delivery of veterinary services, including but not limited to, salaries and contract costs of veterinarians, technicians and other clinic based personnel, transportation and delivery costs, rent, occupancy costs, supply costs, depreciation and amortization of clinic assets, certain marketing and promotional expenses and costs of goods sold.

Research and Development and Advertising Costs

Research and development and advertising costs are expensed as incurred and are included in selling, general and administrative expenses. Research and development costs amounted to $1.1 million, $2.1 million, and $8.0 million and advertising costs were $45.6 million, $20.1 million, and $16.2 million for the years ended December 31, 2023, 2022, and 2021, respectively.

Collaboration Agreements

Through the Perrigo Animal Health Acquisition, we entered into a product development and asset purchase agreement with a third party for certain product formulations in development by the third party. During the year ended December 31, 2021, the Company opted out of the arrangement for two of the product formulations, and during the year ended December 31, 2023 the Company opted out of the final project. Product development costs were expensed as incurred or as milestone payments become probable, and the Company wrote off the remaining intangible asset upon abandonment of the project. All expenses are included in selling, general and administrative expenses on the consolidated statements of operations. The Company accrued $2.0 million in research and development expense within accounts payable in the consolidated balance sheets related to the agreement as a milestone was determined to be probable during the year ended December 31, 2021.

The amount was paid during the year ended December 31, 2022. There was $1.7 million of expenses incurred upon abandonment of the project for the period ended December 31, 2023 and no expenses incurred under the agreement for the period ended December 31, 2022. See Note 4 for more information.

Litigation

The Company is subject to various legal proceedings, claims, litigation, investigations and contingencies arising out of the ordinary course of business. If the likelihood of an adverse legal outcome is determined to be probable and the amount of loss is estimable, then a liability is accrued in accordance with accounting guidance for Contingencies. If the assessment indicates a potentially material loss contingency is not probable but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, together with an estimate of the range of possible loss if determinable and material, is disclosed. The Company consults with both internal and external legal counsel related to litigation. See Note 13 for more information.

Stock Based Compensation

The Company expenses employee share-based awards under ASC Topic 718, Compensation—Stock Compensation, which requires compensation cost for the grant-date fair value of share-based awards to be recognized over the requisite service period. Stock options granted to executives and other employees are valued using the Black-Scholes option pricing model. See Note 9 for more information.

Accounting for Income Taxes

The Company uses the asset and liability approach for financial accounting and reporting of income taxes. Deferred income taxes reflect the net tax effect of temporary differences between the carrying amount of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Deferred taxes are measured using rates expected to apply to taxable income in years in which those temporary differences are expected to reverse. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in income in the period that includes the enactment date.

We recognize deferred tax assets to the extent that we believe that these assets are more likely than not to be realized. In making such a determination, we consider all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax-planning strategies, and results of recent operations. If we determine that we would be able to realize our deferred tax assets in the future in excess of their net recorded amount, we would make an adjustment to the deferred tax asset valuation allowance, which would reduce the provision for income taxes.

The Company uses a two-step process for the measurement of uncertain tax positions that have been taken or are expected to be taken in a tax return. The first step is a determination of whether the tax position should be recognized in the consolidated financial statements. The second step determines the measurement of the tax position. The Company records potential interest and penalties on uncertain tax positions as a component of income tax expense.

Interest Expense, net

Interest expense, net, is comprised primarily of interest expense related to (i) our debt agreements, (ii) unused line fees, (iii) amortization of deferred loan fees and discounts, (iv) finance lease obligations and the mortgage note outstanding, offset by interest income earned on our demand deposits and other assets. Interest expense was $38.3 million, $28.2 million, and $24.7 million for the years ended December 31, 2023, 2022, and 2021, respectively, offset by $3.7 million, $0.8 million, and $0.0 million of interest income, respectively.

Non-Controlling Interest

The non-controlling interests on the consolidated statements of operations represents the portion of earnings or loss attributable to the economic interest in the Company’s subsidiary, HoldCo, held by the non-controlling holders of Class B common stock and limited liability company interests in HoldCo. Non-controlling interests on the consolidated balance sheet represents the portion of net assets of the Company attributable to the non-controlling holders of Class B common stock and Limited Liability Company interests in HoldCo.

Earnings (Loss) Per Share

Basic earnings (loss) per share is computed by dividing net income (loss) attributable to PetIQ, Inc. by the weighted average shares outstanding during the period. Diluted earnings (loss) per share is computed by dividing net income (loss) attributable to PetIQ, Inc., adjusted as necessary for the impact of potentially dilutive securities, by the weighted-average shares outstanding during the period and the impact of securities that would have a dilutive effect on income (loss) per share. See Note 8 for further discussion.

Recently Issued Accounting Pronouncements / Adopted Accounting Standard Updates

From time to time, the Financial Accounting Standards Board or other standards setting bodies issue new accounting pronouncements. Updates to the Accounting Standards Codification are communicated through issuance of an Accounting Standards Update (“ASU”)

In November of 2023, the Financial Accounting Standards Board (FASB) issued ASU No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures. The amendments are intended to increase reportable segment disclosure requirements primarily through enhanced disclosures about significant segment expenses. The ASU is effective on a retrospective basis for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. We are currently evaluating the impact of this guidance on the disclosures within our consolidated financial statements.

In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. The amendments require disclosure of specific categories in the rate reconciliation and provide additional information for reconciling items that meet a quantitative threshold and further disaggregation of income taxes paid for individually significant jurisdictions. The ASU is effective for fiscal years beginning after December 15, 2024, with early adoption permitted. We are currently evaluating the impact of this guidance on the disclosures within our consolidated financial statements.

Debt - Schedule of Long-Term Debt (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Debt
Other debt	$ 15,564	$ 19,690
Net discount on debt and deferred financing fees	(6,587)	(8,531)
Guarantee note	445,227	450,409
Less current maturities of long-term debt	(7,407)	(7,133)
Total long-term debt	437,820	443,276
Term loans
Debt
Outstanding balance	292,500	295,500
Revolving credit facility
Debt
Outstanding balance	0	0
Convertible notes
Debt
Outstanding balance	$ 143,750	$ 143,750

Income Taxes

12 Months Ended

Dec. 31, 2023

Income Tax Disclosure [Abstract]

Income Taxes

The Company is the sole managing member of HoldCo. HoldCo is treated as a partnership for U.S. federal income tax purposes with the remaining members of HoldCo (the “LLC Owners”) owning a non-controlling interest. The LLC Owners have an exchange right which grants them the right to exchange a HoldCo partnership interest and a PetIQ Class B Common Stock share for a PetIQ Class A Common Stock share. Upon such an exchange, the Company is treated as purchasing an additional interest in HoldCo from the continuing LLC Owners in a taxable exchange which generates deferred tax assets as a result of an increase in tax basis for the Company. As of December 31, 2023, the Company had $67.6 million of deferred tax assets associated with these exchanges, which currently have a full valuation allowance against the deferred tax asset. The non-controlling interests totaled approximately 0.8% of the ownership of HoldCo as of December 31, 2023. See Note 11 – Non-controlling interests for more information.

HoldCo’s members, including the Company, are liable for federal, state, and local income taxes based on their share of HoldCo’s taxable income.

The components of pretax net income (loss), determined by tax jurisdiction, are as follows:


	Year Ended December 31,

$'s in 000's	2023		2022		2021
United States	$	2,037	$	(47,767)	$	(12,816)
Foreign	329		361		302
Total	$	2,366	$	(47,406)	$	(12,514)

The provision for income taxes for 2023, 2022, and 2021 consisted of the following:


	Year Ended December 31,

$'s in 000's	2023		2022		2021
Current:
Federal	$	149	$	—	$	—
State	294		498		323
Foreign	226		117		26
	$	669	$	615	$	349
Deferred and other:
Federal	(573)		574		2,661
State	(61)		154		717
Foreign	(208)		(129)		142
	(842)		599		3,520
Total income tax (benefit) expense	$	(173)	$	1,214	$	3,869

Reconciliation between the effective tax rate on income from continuing operations and the statutory tax rate is as follows:


	Year Ended December 31,

	2023		2022		2021
Income tax expense at federal statutory rate	21.0	%	21.0	%	21.0	%
State and local income taxes net of federal tax benefit	29.3		3.6		(0.2)
Non-controlling interest and nontaxable income	(0.6)		(0.2)		(0.1)
Deferred tax rate changes	13.9		—		1.0
Share-based compensation	57.3		(1.6)		6.8
Foreign income inclusions	3.7		—		(0.6)
Executive compensation limitations	5.3		—		—
Unrecognized tax benefits	(14.5)		—		—
Nontaxable indemnification asset change	2.9		—		—
Investments held for sale	(43.8)		—		—
Goodwill impairment	—		(9.2)		—
Return-to-provision	(124.7)		(6.8)		(15.7)
Valuation allowance	41.1		(9.4)		(42.9)
Other	1.8		—		(0.2)
Effective income tax rate	(7.3)	%	(2.6)	%	(30.9)	%

Our tax rate is affected primarily by share-based compensation, return to provision adjustments, change in investments held for sale, the changes in valuation allowance, and state and local taxes during the year ended December 31, 2023. It is also affected by discrete items that may occur in any given year, which are not consistent from year to year.

The Company has recorded deferred tax assets and liabilities based on the differences between the book value of assets and liabilities for financial reporting purposes and those amounts applicable for income tax purposes. Deferred tax assets have been recorded for the basis differences resulting from the purchase of LLC Interests from existing members and newly issued LLC Interests acquired directly from HoldCo. The tax effects of temporary differences that give rise to significant portions of the deferred tax assets and liabilities at December 31, 2023 and 2022 are as follows:


$'s in 000's	2023		2022
Deferred tax assets
Investment in partnership	$	73,111	$	69,656
Outside basis in foreign subsidiary	2,648		—
Fixed assets	—		62
Net operating loss carryforwards and tax credits	26,385		33,271
Disallowed business interest carryforward	10,472		8,389
Other accruals and reversals	57		5
Subtotal	112,673		111,383
Less: valuation allowance	(112,184)		(111,218)
Net deferred tax assets	$	489	$	165

Deferred tax liabilities
Fixed assets	$	—	$	(112)
Intangible assets	(2,690)		(1,069)
Other	(472)		(9)
Net deferred tax liabilities	$	(3,162)	$	(1,190)

At December 31, 2023, the Company has federal net operating loss (“NOL”) carryforwards of $94.8 million, which do not expire. The NOL carryforwards will have an indefinite carryforward period but can generally only be used to offset 80% of taxable income in any particular year. The Company has a federal business interest expense carryover totaling $49.9 million as of December 31, 2023, which has an indefinite carryforward period but is limited in any particular year based on certain provisions. As of December 31, 2023, the Company has charitable contribution carryforwards of $0.6 million, which if unused will expire between 2024 and 2028. The Company has state NOL carryforwards of $79.2 million as of December 31, 2023 which expire between 2024 and 2041 and others that have an indefinite carryforward period. At December 31, 2023 the Company has state business tax credits related to tax incentive arrangements of $0.6 million which if unused will expire between 2036 and 2038.

The Company has assessed the realizability of the net deferred tax assets as of December 31, 2023 and has considered the relevant positive and negative evidence available to determine whether it is more likely than not that some portion or all of the deferred income tax assets will not be realized. The realization of the gross deferred tax assets is dependent on several factors, including the generation of sufficient taxable income to realize its deferred tax assets. The Company believes it is more likely than not that the benefit from the recorded deferred tax assets in the United States will not be realized. The Company has recorded a valuation allowance for these deferred tax assets of $112.2 million and $111.2 million as of December 31, 2023 and 2022, respectively. Additionally, the Company has recorded a net deferred tax liability related to its indefinite lived intangible assets in the United States. In future periods, if we conclude we have future taxable income sufficient to recognize the deferred tax assets, we may reduce or eliminate the valuation allowance.

The following table summarizes the changes related to our gross unrecognized tax benefits excluding interest and penalties:


$'s in 000's	2023		2022		2021
Balance as of January 1,	$	—	$	—	$	—
Increases related to prior years' tax positions	(1,079)		—		—
Increases related to current years' tax positions	—		—		—
Decreases related to prior years' tax positions	—		—		—
Decreases related to current years' tax positions	—		—		—
Lapse of statute of limitations	338		—		—
Balance as of December 31,	$	(741)	$	—	$	—

As of December 31, 2023, 2022, and 2021, we had $0.7 million, $0.0 million, and $0.0 million, respectively, of unrecognized tax benefits recorded in our consolidated balance sheets, excluding interest and penalties. Of the total unrecognized tax benefits recorded, $0.7 million, $0.0 million, and $0.0 million (net of the federal benefit for state taxes), respectively, would impact the effective tax rate if recognized. The Company is fully indemnified with respect to these recorded unrecognized tax benefits.

We recognize interest and penalties related to uncertain tax positions as income tax expense. For the years ended December 31, 2023, 2022, and 2021, we recognized an insignificant amount of interest and penalties related to taxes. We recognize tax liabilities and adjust these liabilities when our judgement changes as a result of the evaluation of new information not previously available or as new uncertainties occur.

The Company operates in certain jurisdictions where we have tax incentive arrangements. These incentives are conditional upon certain business operations and employment thresholds. The effect of these tax incentive arrangements are recognized in the Company's tax provision as the appropriate conditions are met and credits are earned.

We are subject to taxation in the United States and various states and foreign jurisdictions. As of December 31, 2023, tax years from 2020 to present are subject to examination by the tax authorities.

- Definition

The entire disclosure for income taxes. Disclosures may include net deferred tax liability or asset recognized in an enterprise's statement of financial position, net change during the year in the total valuation allowance, approximate tax effect of each type of temporary difference and carryforward that gives rise to a significant portion of deferred tax liabilities and deferred tax assets, utilization of a tax carryback, and tax uncertainties information.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480990/946-20-50-13

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(h)(2))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480678/235-10-S99-1

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-Name Accounting Standards Codification
-Publisher FASB
-URI https://asc.fasb.org//740/tableOfContent

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 14
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482685/740-10-50-14

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 21
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482685/740-10-50-21

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 270
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482526/740-270-50-1

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 17
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482685/740-10-50-17

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SAB TOPIC 6.I.5.Q1)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479360/740-10-S99-1

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 2
-Subparagraph (SAB Topic 11.C)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479360/740-10-S99-2

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 30
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482603/740-30-50-2

+ Details

Employee Benefit Plans (Details) - USD ($) $ in Millions	12 Months Ended
Employee Benefit Plans (Details) - USD ($) $ in Millions	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Retirement Benefits [Abstract]
Employee contribution	100.00%
Employer contribution	100.00%
Employer contribution, percent of match	4.00%
Employer matching contribution	$ 1.8	$ 1.7	$ 1.1

Principal Business Activity and Significant Accounting Policies (Tables)

12 Months Ended

Dec. 31, 2023

Accounting Policies [Abstract]

Schedule of Accounts Receivable

Accounts receivable, net consists of the following as of:


$'s in 000's	December 31, 2023		December 31, 2022
Trade receivables	$	126,835	$	104,612
Other receivables	15,821		13,790
	142,656		118,402
Less: Allowance for doubtful accounts	(145)		(398)
Total accounts receivable, net	$	142,511	$	118,004

Schedule of Components of Inventories

Major components of inventories consist of the following as of:


$'s in 000's	December 31, 2023		December 31, 2022
Raw materials	$	16,055	$	17,464
Work in progress	2,591		2,234
Finished goods	140,663		122,907
Total inventories	$	159,309	$	142,605

Schedule of Estimated Useful Lives of Property, Plant, and Equipment

The estimated useful lives of property, plant, and equipment are as follows:


Computer equipment and software			3 years
Vehicle and vehicle accessories			3-5 years
Buildings			33 years
Equipment			2-15 years
Leasehold improvements			2-15 years
Furniture and fixtures			5-10 years

Income Taxes - Schedule of Unrecognized Tax Benefits (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Income Tax Disclosure [Abstract]
Balance as of January 1,	$ 0	$ 0	$ 0
Increases related to prior years' tax positions	(1,079)	0	0
Increases related to current years' tax positions	0	0	0
Decreases related to prior years' tax positions	0	0	0
Decreases related to current years' tax positions	0	0	0
Lapse of statute of limitations	338	0	0
Balance as of December 31,	$ 741	$ 0	$ 0

Income Taxes (Tables)

12 Months Ended

Dec. 31, 2023

Income Tax Disclosure [Abstract]

Schedule of Components of Earnings Before Net Loss Taxes, by Tax Jurisdiction

The components of pretax net income (loss), determined by tax jurisdiction, are as follows:


	Year Ended December 31,

$'s in 000's	2023		2022		2021
United States	$	2,037	$	(47,767)	$	(12,816)
Foreign	329		361		302
Total	$	2,366	$	(47,406)	$	(12,514)

Schedule of Provision for Income Taxes

The provision for income taxes for 2023, 2022, and 2021 consisted of the following:


	Year Ended December 31,

$'s in 000's	2023		2022		2021
Current:
Federal	$	149	$	—	$	—
State	294		498		323
Foreign	226		117		26
	$	669	$	615	$	349
Deferred and other:
Federal	(573)		574		2,661
State	(61)		154		717
Foreign	(208)		(129)		142
	(842)		599		3,520
Total income tax (benefit) expense	$	(173)	$	1,214	$	3,869

Schedule of Reconciliation Between Effective Tax Rate and Statutory Tax Rate

Reconciliation between the effective tax rate on income from continuing operations and the statutory tax rate is as follows:


	Year Ended December 31,

	2023		2022		2021
Income tax expense at federal statutory rate	21.0	%	21.0	%	21.0	%
State and local income taxes net of federal tax benefit	29.3		3.6		(0.2)
Non-controlling interest and nontaxable income	(0.6)		(0.2)		(0.1)
Deferred tax rate changes	13.9		—		1.0
Share-based compensation	57.3		(1.6)		6.8
Foreign income inclusions	3.7		—		(0.6)
Executive compensation limitations	5.3		—		—
Unrecognized tax benefits	(14.5)		—		—
Nontaxable indemnification asset change	2.9		—		—
Investments held for sale	(43.8)		—		—
Goodwill impairment	—		(9.2)		—
Return-to-provision	(124.7)		(6.8)		(15.7)
Valuation allowance	41.1		(9.4)		(42.9)
Other	1.8		—		(0.2)
Effective income tax rate	(7.3)	%	(2.6)	%	(30.9)	%

Schedule of Tax Effects of Temporary Differences of Deferred Tax Assets and Liabilities

The tax effects of temporary differences that give rise to significant portions of the deferred tax assets and liabilities at December 31, 2023 and 2022 are as follows:


$'s in 000's	2023		2022
Deferred tax assets
Investment in partnership	$	73,111	$	69,656
Outside basis in foreign subsidiary	2,648		—
Fixed assets	—		62
Net operating loss carryforwards and tax credits	26,385		33,271
Disallowed business interest carryforward	10,472		8,389
Other accruals and reversals	57		5
Subtotal	112,673		111,383
Less: valuation allowance	(112,184)		(111,218)
Net deferred tax assets	$	489	$	165

Deferred tax liabilities
Fixed assets	$	—	$	(112)
Intangible assets	(2,690)		(1,069)
Other	(472)		(9)
Net deferred tax liabilities	$	(3,162)	$	(1,190)

Schedule of Unrecognized Tax Benefits Roll Forward

The following table summarizes the changes related to our gross unrecognized tax benefits excluding interest and penalties:


$'s in 000's	2023		2022		2021
Balance as of January 1,	$	—	$	—	$	—
Increases related to prior years' tax positions	(1,079)		—		—
Increases related to current years' tax positions	—		—		—
Decreases related to prior years' tax positions	—		—		—
Decreases related to current years' tax positions	—		—		—
Lapse of statute of limitations	338		—		—
Balance as of December 31,	$	(741)	$	—	$	—

Stock Based Compensation - Weighted Average Assumptions (Details)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Share-Based Payment Arrangement [Abstract]
Expected term (years)	6 years 3 months	6 years 2 months 1 day
Expected volatility	37.21%	33.45%
Risk-free interest rate	1.44%	0.89%
Dividend yield	0.00%	0.00%

Stockholders' Equity	12 Months Ended
Stockholders' Equity	Dec. 31, 2023
Stockholders' Equity Note [Abstract]
Stockholders' Equity	Stockholders’ Equity Certificate of Incorporation The Company’s amended and restated certificate of incorporation, among other things, provides for the (i) authorization of 125,000,000 shares of Class A common stock with a par value of $0.001 per share; (ii) authorization of 8,401,521 shares of Class B common stock with a par value of $0.001 per share; and (iii) authorization of 12,500,000 shares of blank check preferred stock. Each share of the Company’s Class A common stock and Class B common stock entitles its holders to one vote per share on all matters presented to the Company’s stockholders generally. Holders of the Company’s Class B common stock are not entitled to receive dividends and will not be entitled to receive any distributions upon the liquidation, dissolution or winding up of the Company. Shares of Class B common stock may only be issued to the extent necessary to maintain the one-to-one ratio between the number of LLC interests of HoldCo held by continuing LLC Owners. Shares of Class B common stock are transferable only together with an equal number of LLC Interests. Shares of Class B common stock will be canceled on a one-for-one basis upon the redemption or exchange any of the outstanding LLC Interests held by the continuing LLC Owners. The Company must, at all times, maintain a one-to-one ratio between the number of outstanding shares of Class A common stock and the number of LLC Interests owned by PetIQ, Inc. (subject to certain exceptions for treasury shares and shares underlying certain convertible or exchangeable securities). Stock repurchase program On September 6, 2022, the Company's Board of Directors authorized a stock repurchase program for up to $30.0 million of the Company’s outstanding shares of Class A common stock. Repurchases of Class A common stock may be made at management’s discretion from time to time in one or more transactions on the open market or in privately negotiated purchase and/or through other legally permissible means, depending on market conditions and in accordance with applicable rules and regulations promulgated under Securities Exchange Act. During the year ended December 31, 2022, the Company repurchased 373,408 shares at a weighted average price of $10.33 per share. No shares were repurchased during the year ended December 31, 2023.

- Definition

The entire disclosure for equity.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-13

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Subparagraph (h)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-13

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 14
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-14

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 235
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481062/946-235-50-2

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 235
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481062/946-235-50-2

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 505
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481004/946-505-50-6

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 815
-SubTopic 40
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480237/815-40-50-6

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.3-04)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480008/505-10-S99-1

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(e)(1))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480678/235-10-S99-1

Reference 10: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 505
-Name Accounting Standards Codification
-Publisher FASB
-URI https://asc.fasb.org//505/tableOfContent

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-13

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Subparagraph (g)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-13

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Subparagraph (i)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-13

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 14
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-14

Reference 15: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 14
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-14

Reference 16: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 16
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-16

Reference 17: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 18
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-18

Reference 18: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 18
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-18

Reference 19: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 18
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-18

+ Details

Insider Trading Arrangements	12 Months Ended
Insider Trading Arrangements	Dec. 31, 2023
Trading Arrangements, by Individual
Rule 10b5-1 Arrangement Adopted	false
Non-Rule 10b5-1 Arrangement Adopted	false
Rule 10b5-1 Arrangement Terminated	false
Non-Rule 10b5-1 Arrangement Terminated	false

Customer Concentration (Details) - Customer Concentration Risk	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Revenue Benchmark \| Two Customers
Customer Concentration
Concentration risk	42.00%	35.00%
Revenue Benchmark \| One Customer
Customer Concentration
Concentration risk			26.00%
Accounts Receivable \| One Customer
Customer Concentration
Concentration risk	54.00%	46.00%

Leases - Components of Lease Expense and Other Information (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Finance lease cost
Amortization of right-of-use assets	$ 1,398	$ 1,185	$ 2,215
Interest on lease liabilities	134	243	338
Operating lease cost	7,845	6,603	5,556
Variable lease cost	4,191	1,318	1,283
Short-term lease cost	115	17	13
Sublease income	(387)	(269)	(238)
Total lease cost	$ 13,296	$ 9,097	$ 9,167
Weighted-average remaining lease term (years)
Operating leases	3 years 8 months 26 days	3 years 2 months 8 days
Finance leases	2 years 3 months 25 days	1 year 9 months 25 days
Weighted-average discount rate
Operating leases	5.50%	4.40%
Finance leases	5.40%	4.50%

Restructuring

12 Months Ended

Dec. 31, 2023

Restructuring and Related Activities [Abstract]

Restructuring

During the year ending December 31, 2023, the Company implemented a Services segment optimization (the "optimization") to improve the functioning of the Services segment and profitability. The optimization included assessing the operational and financial performance of the Company's wellness centers since re-opening after the pandemic as well as the assessment of the veterinary labor market in each geographic market. The Company also evaluated its ability to potentially convert these locations to a more hygiene-focused offering and determined they would be unable to convert these locations in the future based on the aforementioned assessment and the available square footage within the respective wellness centers.

As a result of the optimization, the Company identified 149 underperforming wellness centers for closure. The Company closed 149 wellness centers during the year ended December 31, 2023 and finished the year with 133 wellness centers.

Additionally, included in restructuring and related costs is a lease termination gain of approximately $0.9 million. The gain resulted from settlement of $2.7 million of operating lease liabilities for a discounted amount of$1.8 million.Closure of the wellness centers required the Company to terminate leases early, the Company agreed upon termination amounts with retail partners in 2023 and accrued for the lease termination costs on the consolidated balance sheet at December 31, 2023.

The components of restructuring expense consists of the following:


	For the year ended
$'s in 000's	December 31, 2023
Included in Cost of services
Inventory reserve	$	888
Severance	966
Total in Cost of services	$	1,854

Included in Restructuring
Accelerated depreciation - property, plant and equipment	$	8,165
Accelerated amortization - operating lease right of use assets	2,876
Lease termination gain	(897)
Variable lease expenses	1,607
Total in Restructuring	11,751
Total Restructuring Expenses	$	13,605

A roll forward of our liability related to the optimization, which is included in accrued liabilities on our consolidated balance sheets, is as follows (in thousands):


$'s in 000's	Expenses (Gains)		Original Lease Liability		Cash Payments		Non-Cash Amounts		Liability at December 31, 2023
Accelerated depreciation - property, plant and equipment	$	8,165	$	—	$	—	$	(8,165)	$	—
Accelerated amortization - operating lease right of use assets	2,876		—		—		(2,876)		—
Inventory reserve	888		—		—		(888)		—
Severance	966		—		(966)		—		—
Lease termination gain	(897)		2,722		—		—		1,825
Variable lease expenses	1,607		—		(597)		—		1,010
Total Restructuring	$	13,605	$	2,722	$	(1,563)	$	(11,929)	$	2,835

Income Taxes - Valuation Allowance and NOL (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Valuation Allowance [Line Items]
Federal net operating loss carryforwards	$ 94,800
Percentage of taxable income offset against net operating carryforward	80.00%
Federal interest expense carryover	$ 49,900
Charitable contribution carryforwards	600
State net operating loss carryforwards	79,200
Deferred tax assets	112,184	$ 111,218
State and Local Jurisdiction
Valuation Allowance [Line Items]
State business tax credits related to tax incentive	$ 600

Earnings (Loss) per Share

12 Months Ended

Dec. 31, 2023

Earnings Per Share [Abstract]

Earnings (Loss) per Share

Basic and Diluted Earnings (Loss) per share

Basic earnings (loss) per share of Class A common stock is computed by dividing net earnings (loss) available to PetIQ, Inc. by the weighted-average number of shares of Class A common stock outstanding during the period. Diluted earnings (loss) per share of Class A common stock is computed by dividing net earnings (loss) available to PetIQ, Inc. by the weighted-average number of shares of Class A common stock outstanding adjusted to give effect to potentially dilutive securities.

The following table sets forth reconciliations of the numerators and denominators used to compute basic and diluted earnings (loss) per share of Class A common stock:


	Year ended December 31,
(in 000's, except for per share amounts)	2023		2022		2021
Numerator:
Net income (loss)	$	2,539	$	(48,620)	$	(16,383)
Less: net income (loss) attributable to non-controlling interests	408		(412)		(416)
Net income (loss) attributable to PetIQ, Inc. — basic and diluted	$	2,131	$	(48,208)	$	(15,967)
Denominator(1):
Weighted-average shares of Class A common stock outstanding — basic	29,135		29,159		28,242
Dilutive effect of share-based compensation awards(2)	395		—		—
Dilutive effect of conversion of Notes(3)	—		—		—
Weighted-average shares of Class A common stock outstanding — diluted	29,530		29,159		28,242

Earnings (loss) per share of Class A common stock — basic	$	0.07	$	(1.65)	$	(0.57)
Earnings (loss) per share of Class A common stock — diluted	$	0.07	$	(1.65)	$	(0.57)

(1) Shares of the Company’s Class B common stock do not share in the earnings of the Company and are therefore not participating securities. As such, separate presentation of basic and diluted earnings per share of Class B common stock under the two-class method has not been presented.

(2) For the year ended December 31, 2023, 1,737 thousand of outstanding share-based compensation awards were excluded from the computation of diluted earnings per share, as the effect of including those shares would be anti-dilutive. Additionally, all outstanding share-based compensation awards were not included in the diluted earnings per share calculation for the years ended December 31, 2022 and 2021, as they have been determined to be anti-dilutive under the treasury stock method.

(3) For the years ended December 31, 2023, 2022, and 2021, 4,848 shares of common stock associated with the assumed conversion of the Notes have been excluded from the computation of diluted earnings per share, as the effect of including those shares would be anti-dilutive under the if-converted method.

Segments - Supplemental Geographic Disclosures (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Segments
Net sales	$ 1,101,963	$ 921,513	$ 932,528
Products
Segments
Net sales	968,151	800,305	825,395
Services
Segments
Net sales	133,812	121,208	107,133
U.S.
Segments
Net sales	1,094,158	914,635	925,726
U.S. \| Products
Segments
Net sales	960,346	793,427	818,593
U.S. \| Services
Segments
Net sales	133,812	121,208	107,133
Foreign
Segments
Net sales	7,805	6,878	6,802
Foreign \| Products
Segments
Net sales	7,805	6,878	6,802
Foreign \| Services
Segments
Net sales	$ 0	$ 0	$ 0

- Definition

Amount of revenue recognized from goods sold, services rendered, insurance premiums, or other activities that constitute an earning process. Includes, but is not limited to, investment and interest income before deduction of interest expense when recognized as a component of revenue, and sales and trading gain (loss).

+ References

+ Details

Principal Business Activity and Significant Accounting Policies - Narrative (Details) distributionCenter in Thousands, $ in Thousands	12 Months Ended
	Dec. 31, 2023 USD ($) segment distributionCenter location state	Dec. 31, 2022 USD ($)	Dec. 31, 2021 USD ($)
Accounting Policies [Abstract]
Number of points of distribution (more than) \| distributionCenter	60
Number of retail pharmacy locations (over) \| location	2,600
Number of states in which the entity provides veterinary services to pet owners \| state	39
Number of reportable segments \| segment	2
Other current asset held-for-sale	$ 4,200
Other accrued expenses held-for-sale	1,200
Impairment and other asset charges	$ 7,680	$ 47,264	$ 0

- Definition

Amount classified as liabilities attributable to disposal group held for sale or disposed of, expected to be disposed of within one year or the normal operating cycle, if longer.

+ References + Details

Consolidated Statements of Comprehensive Income (Loss) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Statement of Comprehensive Income [Abstract]
Net income (loss)	$ 2,539	$ (48,620)	$ (16,383)
Foreign currency translation adjustment	522	(1,553)	(65)
Comprehensive income (loss)	3,061	(50,173)	(16,448)
Comprehensive income (loss) attributable to non-controlling interest	412	(425)	(417)
Comprehensive income (loss) attributable to PetIQ, Inc.	$ 2,649	$ (49,748)	$ (16,031)

- Definition

Amount after tax of increase (decrease) in equity from transactions and other events and circumstances from net income (loss) and other comprehensive income (loss), attributable to noncontrolling interests. Excludes changes in equity resulting from investments by owners and distributions to owners.

+ References + Details

- Definition

Amount after tax of increase (decrease) in equity from transactions and other events and circumstances from net income and other comprehensive income. Excludes changes in equity resulting from investments by owners and distributions to owners.

+ References + Details

- Definition

The consolidated profit or loss for the period, net of income taxes, including the portion attributable to the noncontrolling interest.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(g)(1)(ii))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480678/235-10-S99-1

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 323
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 3
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481687/323-10-50-3

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 825
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 28
-Subparagraph (f)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482907/825-10-50-28

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (b)(2)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483443/250-10-50-1

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 815
-SubTopic 40
-Name Accounting Standards Codification
-Section 65
-Paragraph 1
-Subparagraph (f)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480175/815-40-65-1

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 8
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483443/250-10-50-8

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 9
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483443/250-10-50-9

Reference 8: http://www.xbrl.org/2003/role/exampleRef
-Topic 946
-SubTopic 830
-Name Accounting Standards Codification
-Section 55
-Paragraph 11
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480167/946-830-55-11

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 205
-Name Accounting Standards Codification
-Section 45
-Paragraph 3
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480767/946-205-45-3

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 220
-Name Accounting Standards Codification
-Section 45
-Paragraph 7
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483581/946-220-45-7

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 944
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.7-04(16))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483586/944-220-S99-1

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 22
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-22

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.6-07(9))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483575/946-220-S99-1

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 3
-Subparagraph (SX 210.6-09(1)(d))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483575/946-220-S99-3

Reference 15: http://www.xbrl.org/2003/role/disclosureRef
-Topic 810
-SubTopic 10
-Name Accounting Standards Codification
-Section 45
-Paragraph 19
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481231/810-10-45-19

Reference 16: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 220
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482765/220-10-50-6

Reference 17: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(4)(i))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1A

Reference 18: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(4)(ii))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1A

Reference 19: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(4)(iii)(A))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1A

Reference 20: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(4)(iv))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1A

Reference 21: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(5))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1A

Reference 22: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(4)(i))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1B

Reference 23: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(4)(iii)(A))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1B

Reference 24: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(4)(iii)(B))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1B

Reference 25: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(4)(iv))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1B

Reference 26: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(5))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1B

Reference 27: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 30
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-30

Reference 28: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 32
-Subparagraph (f)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-32

Reference 29: http://www.xbrl.org/2003/role/exampleRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 31
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-31

Reference 30: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 32
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-32

Reference 31: http://www.xbrl.org/2003/role/disclosureRef
-Topic 942
-SubTopic 235
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.9-05(b)(2))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479557/942-235-S99-1

Reference 32: http://www.xbrl.org/2003/role/disclosureRef
-Topic 205
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 7
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483499/205-20-50-7

Reference 33: http://www.xbrl.org/2003/role/exampleRef
-Topic 810
-SubTopic 10
-Name Accounting Standards Codification
-Section 55
-Paragraph 4J
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481175/810-10-55-4J

Reference 34: http://www.xbrl.org/2003/role/exampleRef
-Topic 810
-SubTopic 10
-Name Accounting Standards Codification
-Section 55
-Paragraph 4K
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481175/810-10-55-4K

Reference 35: http://www.xbrl.org/2003/role/disclosureRef
-Topic 220
-SubTopic 10
-Name Accounting Standards Codification
-Section 45
-Paragraph 1A
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482790/220-10-45-1A

Reference 36: http://www.xbrl.org/2003/role/disclosureRef
-Topic 220
-SubTopic 10
-Name Accounting Standards Codification
-Section 45
-Paragraph 1B
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482790/220-10-45-1B

Reference 37: http://www.xbrl.org/2003/role/disclosureRef
-Topic 230
-SubTopic 10
-Name Accounting Standards Codification
-Section 45
-Paragraph 2
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482740/230-10-45-2

Reference 38: http://www.xbrl.org/2003/role/disclosureRef
-Topic 810
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 1A
-Subparagraph (a)(1)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481203/810-10-50-1A

Reference 39: http://www.xbrl.org/2003/role/disclosureRef
-Topic 810
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 1A
-Subparagraph (c)(1)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481203/810-10-50-1A

+ Details

Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Total net sales	$ 1,101,963	$ 921,513	$ 932,528
Total cost of sales	849,223	711,850	746,135
Gross profit	252,740	209,663	186,393
Operating expenses
Selling, general and administrative expenses	196,236	182,561	170,521
Restructuring	11,751	0	0
Impairment and other asset charges	7,680	47,264	0
Operating income (loss)	37,073	(20,162)	15,872
Interest expense, net	34,547	27,374	24,696
Loss on debt extinguishment	0	0	5,453
Other expense (income), net	160	(130)	(1,763)
Total other expense, net	34,707	27,244	28,386
Pretax net income (loss)	2,366	(47,406)	(12,514)
Income tax benefit (expense)	173	(1,214)	(3,869)
Net income (loss)	2,539	(48,620)	(16,383)
Net income (loss) attributable to non-controlling interest	408	(412)	(416)
Net income (loss) attributable to PetIQ, Inc.	$ 2,131	$ (48,208)	$ (15,967)
Net income (loss) per share attributable to PetIQ, Inc. Class A common stock
Basic (in dollars per share)	$ 0.07	$ (1.65)	$ (0.57)
Diluted (in dollars per share)	$ 0.07	$ (1.65)	$ (0.57)
Weighted Average shares of Class A common stock outstanding
Basic (in shares)	29,135	29,159	28,242
Diluted (in shares)	29,530	29,159	28,242
Product
Total net sales	$ 968,151	$ 800,305	$ 825,395
Total cost of sales	732,422	606,548	646,402
Service
Total net sales	133,812	121,208	107,133
Total cost of sales	$ 116,801	$ 105,302	$ 99,733

Property, Plant, and Equipment - Summary of Property, Plant, and Equipment (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Property, Plant, and Equipment
Property, plant and equipment, gross	$ 111,501	$ 122,559
Less accumulated depreciation	(54,404)	(49,164)
Total property, plant, and equipment	57,097	73,395
Leasehold improvements
Property, Plant, and Equipment
Property, plant and equipment, gross	18,379	27,694
Equipment
Property, Plant, and Equipment
Property, plant and equipment, gross	26,892	27,187
Vehicles and accessories
Property, Plant, and Equipment
Property, plant and equipment, gross	5,592	6,771
Computer equipment and software
Property, Plant, and Equipment
Property, plant and equipment, gross	21,256	17,501
Buildings
Property, Plant, and Equipment
Property, plant and equipment, gross	22,733	26,176
Furniture and fixtures
Property, Plant, and Equipment
Property, plant and equipment, gross	3,481	3,499
Land
Property, Plant, and Equipment
Property, plant and equipment, gross	8,934	8,934
Construction in progress
Property, Plant, and Equipment
Property, plant and equipment, gross	$ 4,234	$ 4,797

Consolidated Balance Sheets - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Current assets
Cash and cash equivalents	$ 116,369	$ 101,265
Accounts receivable, net	142,511	118,004
Inventories	159,309	142,605
Other current assets	12,645	8,238
Total current assets	430,834	370,112
Property, plant and equipment, net	57,097	73,395
Operating lease right of use assets	19,079	18,231
Other non-current assets	2,083	1,373
Intangible assets, net	159,729	172,479
Goodwill	199,404	183,306
Total assets	868,226	818,896
Current liabilities
Accounts payable	139,264	112,995
Accrued wages payable	16,734	11,512
Accrued interest payable	6,636	1,912
Other accrued expenses	10,692	7,725
Current portion of operating leases	7,608	6,595
Current portion of long-term debt and finance leases	8,595	8,751
Total current liabilities	189,529	149,490
Operating leases, less current installments	13,763	12,405
Long-term debt, less current installments	437,820	443,276
Finance leases, less current installments	516	907
Other non-current liabilities	3,600	1,025
Total non-current liabilities	455,699	457,613
Equity
Additional paid-in capital	387,349	378,709
Class A treasury stock, at cost, 373 and 373 shares, respectively	(3,857)	(3,857)
Accumulated deficit	(160,602)	(162,733)
Accumulated other comprehensive loss	(1,706)	(2,224)
Total stockholders' equity	221,213	209,924
Non-controlling interest	1,785	1,869
Total equity	222,998	211,793
Total liabilities and equity	868,226	818,896
Class A Common Stock
Equity
Common stock value	29	29
Class B Common Stock
Equity
Common stock value	$ 0	$ 0

Debt

12 Months Ended

Dec. 31, 2023

Debt Disclosure [Abstract]

Debt

On April 13, 2021, the Company entered into the ABL Facility and the Term Loan B (each as defined below), which replaced both the Amended Revolving Credit Agreement on July 8, 2019 (the "Amended Revolving Credit Agreement") and A&R Term Loan Agreement as well as fully repaid $27.5 million in other debt.

As part of the termination of the Amended Revolving Credit Agreement and the A&R Term Loan Credit agreement, and the repayment in full of other debt, the Company wrote off $5.5 million in deferred financing fees to loss on debt extinguishment and incurred an additional $0.9 million in costs related to the transaction which are included in selling, general and administrative expenses for the year ended December 31, 2021.

Senior Secured Asset-Based Revolving Credit Facility – ABL

On April 13, 2021, Opco entered into an asset-based revolving credit agreement with KeyBank National Association, as administrative agent and collateral agent, and the lenders’ party thereto, that provides revolving credit commitments of $125.0 million, subject to a borrowing base limitation (the “ABL Facility”). The borrowing base for the ABL Facility at any time equals the sum of: (i) 90% of eligible investment-grade accounts; plus (ii) 85% of eligible other accounts; plus, (iii) 85% of the net orderly liquidation value of the cost of certain eligible on-hand and in-transit inventory; plus, (iv) at the option of Opco, 100% of qualified cash; minus (v) reserves. The ABL Facility bears interest at a variable rate plus a margin, with the variable rate being based on a base rate or London Interbank Offered Rate, ("LIBOR") at the option of the Company. On February 3, 2023, Opco entered into the First Amendment Agreement to the ABL Facility to replace the interest rate benchmark from LIBOR to the Secured Overnight Financing Rate (“SOFR”). The rate at December 31, 2023 was 5.92%. The Company also pays a commitment fee on unused borrowings at a rate of 0.35%.

The ABL Facility is secured by substantially all the assets of HoldCo and its wholly-owned domestic subsidiaries including a first-priority security interest in personal property consisting of accounts receivable, inventory, cash, and deposit accounts (such collateral subject to such first-priority security interest, “ABL Priority Collateral”), and a second-priority security interest in all other personal and real property of HoldCo and its wholly-owned domestic subsidiaries (such collateral subject to such second-priority security interest, “Term Priority Collateral”), in each case, subject to customary exceptions. The ABL contains customary representations and warranties, affirmative and negative covenants and events of default, including negative covenants that restrict the ability of HoldCo and its restricted subsidiaries to incur additional indebtedness, pay dividends, make investments, loans, and acquisitions, among other restrictions. No amounts were outstanding under the ABL as of December 31, 2023.

Senior Secured Term Loan Facility – Term Loan B

On April 13, 2021, Opco entered into a term credit agreement with Jefferies Finance LLC, as administrative agent and collateral agent, and the lenders’ party thereto, that provides senior secured term loans of $300.0 million (the “Term Loan B”). The Term Loan B bears interest at a variable rate (with the variable rate being based on a base rate or LIBOR at the option of the Company) plus a margin of 3.25% in the case of base rate loans, or 4.25% in the case of LIBOR loans. LIBOR rates are subject to a 0.50% floor. The Term Loan B requires quarterly payments of 0.25% of the original principal

amount, with the balance due on April 13, 2028. On May 25, 2023, the Term Loan B was amended to replace the interest rate benchmark from the Adjusted Eurodollar Rate to SOFR. The interest rate at December 31, 2023 was 10.17%.

The Term Loan B is secured by substantially all the assets of HoldCo and its wholly-owned domestic subsidiaries, including a first-priority security interest in Term Priority Collateral and a second-priority security interest in ABL Priority Collateral, in each case, subject to customary exceptions. The Term Loan B contains customary representations and warranties, affirmative and negative covenants and events of default, including negative covenants that restrict the ability of HoldCo and its restricted subsidiaries to incur additional indebtedness, pay dividends, make investments, loans, and acquisitions, among other restrictions.

The fair value of the Term Loan B was $281.9 million as of December 31, 2023. The estimated fair value of the Notes is based on market rates at the closing trading price as of December 31, 2023 and is classified as Level 2 in the fair value hierarchy.

Convertible Notes

On May 19, 2020, the Company issued $143.8 million in aggregate principal amount of 4.00% Convertible Senior Notes due 2026 (the “Notes”) pursuant to the indenture (the “Indenture”), dated as of May 19, 2020. The total net proceeds from the Notes offering, after deducting debt issuance costs paid or payable by us, was $137.9 million. The Notes accrue interest at a rate of 4.00% per annum, payable semi-annually in arrears on June 1 and December 1 of each year, beginning on December 1, 2020. The Notes will mature on June 1, 2026, unless earlier repurchased, redeemed or converted. Before January 15, 2026, holders will have the right to convert their Notes only upon the occurrence of certain events. From and after January 15, 2026, holders may convert their Notes at any time at their election until the close of business on the scheduled trading day immediately before the maturity date. The Company will settle conversions by paying or delivering, as applicable, cash, shares of its Class A common stock, or a combination of cash and shares of its Class A common stock, at its election. The initial conversion rate is 33.7268 shares of Class A common stock per $1,000 principal amount of Notes. The conversion rate and conversion price will be subject to customary adjustments upon the occurrence of certain events. In addition, if certain corporate events that constitute a “Make-Whole Fundamental Change” (as defined in the Indenture) occur, then the conversion rate will, in certain circumstances, be increased for a specified period of time.

The Notes are redeemable, in whole or in part, at the Company’s option at any time, and from time to time, on or after June 1, 2023 and on or before the 40th scheduled trading day immediately before the maturity date, at a cash redemption price equal to the principal amount of the Notes to be redeemed, plus accrued and unpaid interest, if any, to, but excluding, the redemption date, but only if the last reported sale price per share of the Company’s Class A common stock exceeds 130% of the conversion price on (i) each of at least 20 trading days, whether or not consecutive, during the 30 consecutive trading days ending on, and including, the trading day immediately before the date the Company sends the related redemption notice; and (ii) the trading day immediately before the date the Company sends such notice. In addition, calling any Notes will constitute a Make-Whole Fundamental Change with respect to such Notes, which will result in an increase to the conversion rate if such Notes are converted after they are called for redemption.

If certain corporate events that constitute a “Fundamental Change” (as defined in the Indenture) occur, then noteholders may require the Company to repurchase their Notes at a cash repurchase price equal to the principal amount of the Notes to be repurchased, plus accrued and unpaid interest, if any, to, but excluding, the fundamental change repurchase date. The definition of Fundamental Change includes certain business combination transactions involving the Company and certain de-listing events with respect to the Company’s Class A common stock.

The Notes are the Company’s senior, unsecured obligations and are (i) equal in right of payment with the Company’s existing and future senior, unsecured indebtedness; (ii) senior in right of payment to the Company’s existing and future indebtedness that is expressly subordinated to the Notes; (iii) effectively subordinated to the Company’s existing and future secured indebtedness, to the extent of the value of the collateral securing that indebtedness; and (iv) structurally subordinated to all existing and future indebtedness and other liabilities, including trade payables, and (to the extent the Company is not a holder thereof) preferred equity, if any, of the Company’s subsidiaries. The Notes contain customary events of default.

The fair value of the Notes was $146.1 million as of December 31, 2023. The estimated fair value of the Notes is based on market rates at the closing trading price of the Convertible Notes as of December 31, 2023 and is classified as Level 2 in the fair value hierarchy.

Capped Call Transactions

On May 14, 2020 and May 19, 2020, the Company entered into capped call transactions (the “Capped Call Transactions”) with two counterparties. The Capped Call Transactions cover, subject to anti-dilution adjustments substantially similar to the Notes, the underlying shares of Class A common stock and are intended to reduce, subject to a limit, the potential dilution with respect to the Class A common stock upon conversion of the Notes. The cap price of the Capped Call Transactions is $41.51 per share of Class A common stock, and is subject to certain adjustments under the terms of the Capped Call Transactions.

The Company paid approximately $14.8 million for the Capped Call Transactions, which was recorded as additional paid-in capital, using a portion of the gross proceeds from the sale of the Notes. The capped call is expected to be tax deductible as the Company elected to integrate the capped call into the Notes for tax purposes.

General Other Debt

The Company entered into a mortgage with Huntington Bank to finance a commercial building in Eagle, Idaho, in December 2022. The mortgage bears interest at a fixed rate of 2.0% plus LIBOR and utilizes a 10 year amortization schedule with a balloon payment of the balance due at that time. As of June 30, 2023 the interest rate benchmark changed from LIBOR to SOFR. The rate at December 31, 2023 was 7.47%.

In July 2020, the Company entered an asset purchase agreement that called for PetIQ to pay $20.6 million, $2.6 million at signing and $1.0 million per quarter thereafter with no interest. The Company discounted the payment stream using a market interest rate of 8.3%, resulting in an obligation of $17.5 million at the time it was entered into.

The following represents the Company’s long-term debt as of:



$'s in 000's	December 31, 2023		December 31, 2022
Convertible notes	$	143,750	$	143,750
Term loans	292,500		295,500
Revolving credit facility	—		—
Other debt	15,564		19,690
Net discount on debt and deferred financing fees	(6,587)		(8,531)
	$	445,227	$	450,409
Less current maturities of long-term debt	(7,407)		(7,133)
Total long-term debt	$	437,820	$	443,276

Future maturities of long-term debt, excluding net discount on debt and deferred financing fees, as of December 31, 2023, are as follows:


($'s in 000's)
2024	$	7,400
2025	4,600
2026	147,314
2027	3,600
2028	281,100
Thereafter	7,800

The Company incurred $6.4 million in debt issuance costs related to the Term Loan B, $1.0 million related to the ABL, and $0.2 million related to the new mortgage during the year ended December 31, 2021.

- Definition

The entire disclosure for information about short-term and long-term debt arrangements, which includes amounts of borrowings under each line of credit, note payable, commercial paper issue, bonds indenture, debenture issue, own-share lending arrangements and any other contractual agreement to repay funds, and about the underlying arrangements, rationale for a classification as long-term, including repayment terms, interest rates, collateral provided, restrictions on use of assets and activities, whether or not in compliance with debt covenants, and other matters important to users of the financial statements, such as the effects of refinancing and noncompliance with debt covenants.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1B
-Subparagraph (h)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1B

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(c))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480678/235-10-S99-1

Reference 3: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 470
-Name Accounting Standards Codification
-Publisher FASB
-URI https://asc.fasb.org//470/tableOfContent

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1B
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1B

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1B
-Subparagraph (g)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1B

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1B
-Subparagraph (i)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1B

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1C
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1C

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1C
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1C

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1C
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1C

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1E
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1E

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1I
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1I

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1I
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1I

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1I
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1I

+ Details

Commitments and Contingencies	12 Months Ended
Commitments and Contingencies	Dec. 31, 2023
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	Commitments and Contingencies Litigation Contingencies During the years ended December 31, 2023, 2022, and 2021, the Company recorded expense of $0.0 million, $3.5 million, and $3.5 million respectively, for contract termination costs and other litigation related matters. The expense is included within selling, general and administrative expenses for the years ended December 31, 2023, 2022, and 2021. During the year ended December 31, 2021, the Company entered into mediation with a third party who had filed a class action lawsuit against the Company. As a result of that mediation, the Company accrued the expected settlement of $1.4 million. Final settlement of the mediation and payment of the accrued amount occurred in 2022. Additionally, during the year ended December 31, 2022, the Company settled a lawsuit brought by a former supplier to the Company related to the redemption of ownership interests. The Company had accrued an obligation of $2.0 million as of December 31, 2021. The Company recorded an additional $3.5 million of expense in the consolidated statement of operations for the year ended December 31, 2022 and paid $5.5 million in full satisfaction of the lawsuit. The Company records a liability when a particular contingency is probable and estimable and provides disclosure for contingencies that are at least reasonably possible of resulting in a loss including an estimate which we currently cannot make. The Company has not accrued for any contingency other than those noted above, at December 31, 2023 as the Company does not consider any other contingency to be probable or estimable. The Company expenses legal costs as incurred within selling, general, and administrative expenses on the consolidated statements of operations. Commitments We have commitments for leases and long-term debt that are discussed further in Note 5, Debt, and Note 6, Leases. In addition, we have purchase obligations for goods and services, capital expenditures, and raw materials entered into in the normal course of business.

Leases - Narrative (Details)	Dec. 31, 2023
Minimum
Lessee, Lease, Description [Line Items]
Renewal options term	1 year
Maximum
Lessee, Lease, Description [Line Items]
Renewal options term	10 years

Cover Page - USD ($) $ in Millions	12 Months Ended
Cover Page - USD ($) $ in Millions	Dec. 31, 2023	Feb. 21, 2024	Jun. 30, 2023
Document Information [Line Items]
Document Type	10-K
Document Annual Report	true
Document Period End Date	Dec. 31, 2023
Current Fiscal Year End Date	--12-31
Document Transition Report	false
Entity File Number	001-38163
Entity Registrant Name	PetIQ, Inc.
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	35-2554312
Entity Address, Address Line One	230 E. Riverside Drive
Entity Address, City or Town	Eagle
Entity Address, State or Province	ID
Entity Address, Postal Zip Code	83616
City Area Code	208
Local Phone Number	939-8900
Title of 12(b) Security	Class A Common Stock, $0.001 par value
Trading Symbol	PETQ
Security Exchange Name	NASDAQ
Entity Well-known Seasoned Issuer	No
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Accelerated Filer
Entity Small Business	false
Entity Emerging Growth Company	false
ICFR Auditor Attestation Flag	true
Document Financial Statement Error Correction [Flag]	false
Entity Shell Company	false
Entity Public Float			$ 402.6
Documents Incorporated by Reference	DOCUMENTS INCORPORATED BY REFERENCE We intend to file with the Securities and Exchange Commission, not later than 120 days after the close of our fiscal year ended December 31, 2023, a definitive proxy statement or an amendment to this report filed under cover of Form 10-K/A containing the information required to be disclosed under Part III of Form 10-K.
Document Fiscal Year Focus	2023
Document Fiscal Period Focus	FY
Amendment Flag	false
Entity Central Index Key	0001668673
Class A Common Stock
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		29,199,778
Class B Common Stock
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		231,540

Debt - Capped Call Transactions (Details) $ / shares in Units, $ in Millions	May 19, 2020 USD ($) distributionCenter	May 19, 2020 distributionCenter $ / shares
Debt
Number of option counterparties \| distributionCenter	2	2
Class A Common Stock
Debt
Derivative cap price per share \| $ / shares		$ 41.51
Class A Common Stock \| Capped Call Transactions
Debt
Payment for capped call options \| $	$ 14.8

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 835
-SubTopic 30
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482900/835-30-50-1

Reference 2: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(f))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480678/235-10-S99-1

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 3
-Subparagraph (SX 210.12-04(a))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480678/235-10-S99-3

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1B
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1B

Reference 5: http://www.xbrl.org/2003/role/exampleRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 55
-Paragraph 69B
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481568/470-20-55-69B

Reference 6: http://www.xbrl.org/2003/role/exampleRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 55
-Paragraph 69C
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481568/470-20-55-69C

Reference 7: http://www.xbrl.org/2003/role/exampleRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 55
-Paragraph 69E
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481568/470-20-55-69E

Reference 8: http://www.xbrl.org/2003/role/exampleRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 55
-Paragraph 69F
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481568/470-20-55-69F

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1B
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1B

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1B
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1B

Reference 11: http://www.xbrl.org/2003/role/exampleRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1B
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1B

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1B
-Subparagraph (e)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1B

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1B
-Subparagraph (f)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1B

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1B
-Subparagraph (h)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1B

Reference 15: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1D
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1D

Reference 16: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1D
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1D

Reference 17: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1D
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1D

Reference 18: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1E
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1E

Reference 19: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1E
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1E

Reference 20: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1E
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1E

Reference 21: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1F
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1F

Reference 22: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1F
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1F

Reference 23: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1F
-Subparagraph (b)(1)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1F

Reference 24: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1F
-Subparagraph (b)(2)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1F

Reference 25: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1I
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1I

+ Details

Leases - Annual Future Commitments Under Non-Cancelable Leases (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Operating Leases
2024	$ 8,468
2025	6,068
2026	4,091
2027	2,466
2028	2,263
Thereafter	177
Total minimum future obligations	23,533
Less interest	(2,162)
Present value of net future minimum obligations	21,371
Less current lease obligations	(7,608)	$ (6,595)
Long-term lease obligations	$ 13,763	12,405
Finance Lease, Liability, Current, Statement of Financial Position [Extensible Enumeration]	Current portion of long-term debt and finance leases
Finance Leases
2024	$ 1,288
2025	306
2026	152
2027	73
2028	30
Thereafter	0
Total minimum future obligations	1,849
Less interest	(145)
Present value of net future minimum obligations	1,704
Less current lease obligations	(1,188)
Long-term lease obligations	$ 516	$ 907

Principal Business Activity and Significant Accounting Policies - Receivables and Credit Policy (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Receivables and Credit Policy
Accounts receivable, gross	$ 142,656	$ 118,402
Less: Allowance for doubtful accounts	(145)	(398)
Total accounts receivable, net	142,511	118,004
Trade receivables
Receivables and Credit Policy
Accounts receivable, gross	126,835	104,612
Other receivables
Receivables and Credit Policy
Accounts receivable, gross	$ 15,821	$ 13,790

Stock Based Compensation - Narrative (Details) - USD ($)	12 Months Ended			72 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2023	Dec. 31, 2018
Stock Based Compensation
Granted (in shares)	0	83,000
Vesting percentage on each anniversary of the grant date	25.00%
Maximum term for stock options		6 years 3 months	6 years 2 months 1 day
Stock based compensation expense	$ 9,468,000	$ 11,363,000	$ 9,428,000
Weighted average grant date fair value of stock options granted (in dollars per share)		$ 9.14	$ 12.39
Unrecognized compensation cost	$ 1,100,000			$ 1,100,000
Unrecognized compensation cost, recognized weighted-average period (years)	1 year
Income tax benefit for share-based compensation arrangements	$ (173,000)	$ 1,214,000	$ 3,869,000
Class A Common Stock \| Omnibus Plan
Stock Based Compensation
Common stock, increase in capital shares reserved for issuance	1,890,000			1,890,000
Shares reserved for future issuance (in shares)	5,804,000,000			5,804,000,000
Share available for issuance (in shares)	1,213,177	2,143,955		1,213,177
Class A Common Stock \| Induction and Retention Stock Plan
Stock Based Compensation
Number of shares reserved (in shares)					800,000
Granted (in shares)				760,000,000
Maximum
Stock Based Compensation
Maximum term for stock options	10 years
Stock Options
Stock Based Compensation
Stock based compensation expense	$ 1,400,000	$ 3,200,000	5,200,000
Restricted Stock Units
Stock Based Compensation
Stock based compensation expense	8,100,000	8,100,000	4,300,000
Unrecognized compensation cost	$ 19,200,000			$ 19,200,000
Vesting period (years)	2 years 9 months 18 days
Income tax benefit for share-based compensation arrangements	$ 0	$ 0	$ 0

Segments - Narrative (Details) $ in Thousands	12 Months Ended
Segments - Narrative (Details) $ in Thousands	Dec. 31, 2023 USD ($) segment	Dec. 31, 2022 USD ($)	Dec. 31, 2021 USD ($)
Segment Reporting [Abstract]
Number of operating segments \| segment	2
Depreciation \| $	$ 24,773	$ 14,520	$ 14,366

Business Combination (Tables)

12 Months Ended

Dec. 31, 2023

Business Combination and Asset Acquisition [Abstract]

Schedule of Purchase Price Consideration

The following table summarizes the final allocations of the consideration paid of $27.6 million, which included the $26.5 million purchase price plus $1.1 million of working capital, to the assets acquired and liabilities assumed, based on the fair value at the date of the R&R Acquisition:


$'s in 000's	Fair Value
Current assets	$	3,020
Other assets	1,208
Amortizable intangibles
Trade name	7,100
Customer relationships	320
Total amortizable intangibles	$	7,420
Goodwill	20,641
Total assets	$	32,289

Current liabilities	1,000
Other tax liabilities	3,655
Total liabilities	4,655

Purchase price, net of cash acquired	$	27,634

Segments (Tables)

12 Months Ended

Dec. 31, 2023

Segment Reporting [Abstract]

Summary of Financial Information Relating to the Company's Operating Segments

Financial information relating to the Company’s operating segments for the years ended:


$'s in 000's
December 31, 2023	Products		Services
Net sales	$	968,151	$	133,812
Segment Adjusted EBITDA	110,565		2,623
Depreciation expense	7,614		17,159
Capital expenditures	7,824		1,392


$'s in 000's
December 31, 2022	Products		Services
Net sales	$	800,305	$	121,208
Segment Adjusted EBITDA	90,333		3,781
Depreciation expense	7,443		7,077
Capital expenditures	8,432		3,541


$'s in 000's
December 31, 2021	Products		Services
Net sales	$	825,395	$	107,133
Segment Adjusted EBITDA	88,982		3,910
Depreciation expense	7,397		6,969
Capital expenditures	18,568		12,702

The value of assets by segment were as follows as of:


	December 31, 2023		December 31, 2022
Products	$	798,578	$	735,096
Services	69,647		83,800
Total assets	$	868,226	$	818,896

Summary of Segment Adjusted EBITDA to Net Income (Loss) Reconciliation

The following table reconciles Segment EBITDA to Net income (loss) for the periods presented.


	Year Ended December 31,
$'s in 000's	2023		2022		2021
Segment Adjusted EBITDA:
Product	$	110,565	$	90,333	$	88,982
Services	2,623		3,781		3,910
Total	113,188		94,114		92,892
Adjustments:
Depreciation(1)	(24,773)		(14,520)		(14,366)
Amortization	(19,797)		(18,079)		(22,336)
Interest expense, net	(34,547)		(27,374)		(24,696)
Acquisition costs(2)	(1,164)		(1,464)		(92)
Loss on debt extinguishment and related costs(3)	—		—		(6,438)
Stock based compensation expense	(9,468)		(11,363)		(9,428)
Non same-store adjustment(4)	(8,482)		(16,423)		(23,159)
Integration costs(5)	(2,316)		(1,171)		142
Litigation expenses	(31)		(3,862)		(4,105)
CFO Transition	—		—		(928)
Restructuring(6)	(2,564)		—		—
Impairment and other asset charges(7)	(7,680)		(47,264)		—
Pretax net income (loss)	$	2,366	$	(47,406)	$	(12,514)
Income tax benefit (expense)	173		(1,214)		(3,869)
Net income (loss)	$	2,539	$	(48,620)	$	(16,383)

(1) Depreciation includes $11.0 million of accelerated depreciation recognized during the year ended December 31, 2023, associated with Services segment optimization.

(2) Acquisition costs include legal, accounting, banking, consulting, diligence, and other costs related to completed and contemplated acquisitions.

(3) Loss on debt extinguishment and related costs are related to our entering into two new credit facilities, including the write off of deferred financing costs and related costs.

(4) Non same-store adjustment includes revenue and costs, and associated gross profit, related to our Services segment wellness centers and host partners with less than six full quarters of operating results, and also include pre-opening expenses.

(5) Integration and business transformation costs, including personnel costs such as severance and retention bonuses, consulting costs, contract termination costs and IT and ERP implementation costs.

(6) Restructuring consists of variable lease expenses, inventory valuation adjustments, lease termination costs, severance, and other miscellaneous costs.

(7) Impairment and other asset charges includes asset charges associated with the Company committing to a plan to sell its foreign subsidiary, Mark & Chappell during the year ended December 31, 2023. For the year ended December 31, 2022, impairment and other asset charges includes write-down of the full goodwill balance of the Services segment.

Summary of Supplemental Geographic Disclosure

Supplemental geographic disclosures are below.


	Year ended December 31, 2023
$'s in 000's	U.S.		Foreign		Total
Product sales	$	960,346	$	7,805	$	968,151
Service revenue	133,812		—		133,812
Total net sales	$	1,094,158	$	7,805	$	1,101,963


	Year ended December 31, 2022
$'s in 000's	U.S.		Foreign		Total
Product sales	$	793,427	$	6,878	$	800,305
Service revenue	121,208		—		121,208
Total net sales	$	914,635	$	6,878	$	921,513


	Year ended December 31, 2021
$'s in 000's	U.S.		Foreign		Total
Product sales	$	818,593	$	6,802	$	825,395
Service revenue	107,133		—		107,133
Total net sales	$	925,726	$	6,802	$	932,528

The net book value of property plant and equipment, by geographic location was as follows as of:


	December 31, 2023		December 31, 2022
United States	$	57,097	$	69,376
Europe	—		4,019
Total	$	57,097	$	73,395

Principal Business Activity and Significant Accounting Policies - Property, Plant, and Equipment (Details) - USD ($)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Property, Plant, and Equipment
Impairment of property, plant and equipment	$ 0	$ 0	$ 0
Computer equipment and software
Property, Plant, and Equipment
Estimated useful life	3 years
Buildings
Property, Plant, and Equipment
Estimated useful life	33 years
Minimum \| Vehicle and vehicle accessories
Property, Plant, and Equipment
Estimated useful life	3 years
Minimum \| Equipment
Property, Plant, and Equipment
Estimated useful life	2 years
Minimum \| Leasehold improvements
Property, Plant, and Equipment
Estimated useful life	2 years
Minimum \| Furniture and fixtures
Property, Plant, and Equipment
Estimated useful life	5 years
Maximum \| Vehicle and vehicle accessories
Property, Plant, and Equipment
Estimated useful life	5 years
Maximum \| Equipment
Property, Plant, and Equipment
Estimated useful life	15 years
Maximum \| Leasehold improvements
Property, Plant, and Equipment
Estimated useful life	15 years
Maximum \| Furniture and fixtures
Property, Plant, and Equipment
Estimated useful life	10 years

Leases (Tables)

12 Months Ended

Dec. 31, 2023

Leases [Abstract]

Schedule of Components of Lease Expense

The components of lease expense consists of the following:


	For the Year Ended
$'s in 000's	December 31, 2023		December 31, 2022		December 31, 2021
Finance lease cost
Amortization of right-of-use assets	$	1,398	$	1,185	$	2,215
Interest on lease liabilities	134		243		338
Operating lease cost	7,845		6,603		5,556
Variable lease cost(1)	4,191		1,318		1,283
Short-term lease cost	115		17		13
Sublease income	(387)		(269)		(238)
Total lease cost	$	13,296	$	9,097	$	9,167

(1) Variable lease cost primarily relates to maintenance expenses incurred as a part of service segment optimization, common area maintenance, property taxes and insurance on leased real estate.

Schedule of Other Information Related to Leases

Other information related to leases was as follows as of:


	December 31, 2023	December 31, 2022
Weighted-average remaining lease term (years)
Operating leases	3.74	3.19
Finance leases	2.32	1.82
Weighted-average discount rate
Operating leases	5.5%	4.4%
Finance leases	5.4%	4.5%

Summary of Annual Future Commitments Under Non-Cancelable Operating Leases

Annual future commitments under non-cancelable leases as of December 31, 2023, consist of the following:


	Lease Obligations
$'s in 000's	Operating Leases		Finance Leases
2024	$	8,468	$	1,288
2025	6,068		306
2026	4,091		152
2027	2,466		73
2028	2,263		30
Thereafter	177		—
Total minimum future obligations	$	23,533	$	1,849
Less interest	(2,162)		(145)
Present value of net future minimum obligations	21,371		1,704
Less current lease obligations	(7,608)		(1,188)
Long-term lease obligations	$	13,763	$	516

Summary of Annual Future Commitments Under Non-Cancelable Finance Leases

Annual future commitments under non-cancelable leases as of December 31, 2023, consist of the following:


	Lease Obligations
$'s in 000's	Operating Leases		Finance Leases
2024	$	8,468	$	1,288
2025	6,068		306
2026	4,091		152
2027	2,466		73
2028	2,263		30
Thereafter	177		—
Total minimum future obligations	$	23,533	$	1,849
Less interest	(2,162)		(145)
Present value of net future minimum obligations	21,371		1,704
Less current lease obligations	(7,608)		(1,188)
Long-term lease obligations	$	13,763	$	516

Supplemental Cash Flow Information

Supplemental cash flow information:


	For the Year Ended
$'s in 000's	December 31, 2023		December 31, 2022		December 31, 2021
Cash paid for amounts included in the measurement of lease liabilities
Operating cash flows from finance leases	$	134	$	243	$	338
Operating cash flows from operating leases	8,005		6,730		3,928
Financing cash flows from finance leases	1,494		1,493		1,926
(Noncash) right-of-use assets obtained in exchange for lease obligations
Operating leases	8,524		4,087		5,212
Finance leases	775		59		1,191

Principal Business Activity and Significant Accounting Policies - Convertible Debt (Details) $ in Millions	May 19, 2020 USD ($)
Convertible Notes Payable
Debt
Aggregate principal amount	$ 143.8

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References

+ Details

Intangible Assets and Goodwill - Schedule of Goodwill (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Summary of Changes in Carrying Value of Goodwill
Beginning balance	$ 183,306	$ 231,110
Foreign currency translation	252	(540)
Impairment	0	(47,264)	$ 0
R&R Acquisition	20,641
Transfer to held for sale	(4,795)
Ending balance	199,404	183,306	231,110
Products
Summary of Changes in Carrying Value of Goodwill
Beginning balance	183,306	183,846
Foreign currency translation	252	(540)
Impairment		0
R&R Acquisition	20,641
Transfer to held for sale	(4,795)
Ending balance	199,404	183,306	183,846
Services
Summary of Changes in Carrying Value of Goodwill
Beginning balance	0	47,264
Foreign currency translation	0	0
Impairment		(47,264)
R&R Acquisition	0
Transfer to held for sale	0
Ending balance	$ 0	$ 0	$ 47,264

- Definition

Amount after accumulated impairment loss of an asset representing future economic benefits arising from other assets acquired in a business combination that are not individually identified and separately recognized.

+ References + Details

Stock Based Compensation

12 Months Ended

Dec. 31, 2023

Share-Based Payment Arrangement [Abstract]

Stock Based Compensation

PetIQ, Inc. Omnibus Incentive Plan

The Amended and Restated PetIQ, Inc. Omnibus Incentive Plan, as amended (the “Plan”), provides for the grant of various equity-based incentive awards to directors of the Company, employees, and consultants. The types of equity-based awards that may be granted under the Plan include: stock options, stock appreciation rights ("SARs"), restricted stock, restricted stock units ("RSUs"), and other stock-based awards. On June 22, 2022, the Company's stockholders approved an amendment and restatement of the Plan to, among other things, increase the total number of shares of the Company's Class A common stock reserved and available for issuance thereunder by 1,890,000 shares resulting in a total of 5,804,000 shares of Class A common stock issuable under the Plan. As of December 31, 2023 and 2022, 1,213,177 and 2,143,955 shares were available for issuance under the Plan, respectively. All awards issued under the Plan may only be settled in shares of Class A common stock. Shares issued pursuant to awards under the incentive plans are from our authorized but unissued shares.

PetIQ, Inc. 2018 Inducement and Retention Stock Plan for CVC Employees

The PetIQ, Inc. 2018 Inducement and Retention Stock Plan for CVC Employees (the “Inducement Plan”) provided for the grant of stock options to employees hired in connection with an acquisition in 2018 as employment inducement awards pursuant to NASDAQ Listing Rule 5635(c)(4). The Inducement Plan reserved 800,000 shares of Class A Common Stock of the Company, of which 760,000 were granted. No further grants may be made under the Inducement Plan. All awards issued under the Inducement Plan may only be settled in shares of Class A common stock.

Stock Options

The Company awards stock options to certain employees under the Plan and previously issued stock options under the Inducement Plan, which are subject to time-based vesting conditions, typically 25% on each anniversary of the grant date until fully vested. Upon a termination of service relationship by the Company, all unvested options will be forfeited and the shares of common stock underlying such awards will become available for issuance under the Plan. The maximum contractual term for stock options is 10 years.

The fair value of these equity awards is amortized to equity based compensation expense over the vesting period. Expense recognized totaled $1.4 million, $3.2 million, and $5.2 million for the years ended December 31, 2023, 2022, and 2021, respectively. There were no options granted in 2023. All stock based compensation expense is included in selling, general and administrative expenses based on the role of recipients. The fair value of the stock option awards was determined on the grant dates using the Black-Scholes valuation model based on the following weighted-average assumptions for the period ended:


	December 31, 2022		December 31, 2021
Expected term (years) (1)	6.25		6.17
Expected volatility (2)	37.21	%	33.45	%
Risk-free interest rate (3)	1.44	%	0.89	%
Dividend yield (4)	0.00	%	0.00	%

(1)The Company utilized the simplified method to determine the expected term of the stock options since we do not have sufficient historical exercise data to provide a reasonable basis upon which to estimate expected term.

(2)The expected volatility assumption was calculated based on a peer group analysis of stock price volatility with a look back period consistent with the expected option term.

(3)The risk-free interest rate was based on the U.S. Treasury yield curve in effect at the time of grant, which corresponds to the expected term of the stock options.

(4)The Company has not paid and does not anticipate paying a cash dividend on our common stock.

The weighted average grant date fair value of stock options granted during the period ended 2022 and 2021 was $9.14 and $12.39, per option respectively. There were no options granted during the year ended December 31, 2023. The following table summarizes the activity of the Company’s unvested stock options for the period ended December 31, 2023:


	Stock Options (in 000's)	Weighted Average Exercise Price		Aggregate Intrinsic Value (in 000's)		Weighted Average Remaining Contractual Life (years)
Outstanding at January 1, 2022	1,768	$	26.51	$	2,897	7.3
Granted	83	14.16
Exercised	(2)	19.49		$	10
Forfeited and canceled	(196)	30.06
Outstanding at December 31, 2022	1,653	$	25.48	$	53	6.2
Granted	—	—
Exercised	(3)	19.49		$	5
Forfeited and canceled	(196)	24.52
Outstanding at December 31, 2023	1,454	$	25.62	$	986	4.9
Options exercisable at December 31, 2023	1,246

The aggregate intrinsic values disclosed in the above table were calculated as the excess, if any, between the Company’s closing share price per share on the respective period end date and the strike price of the underlying awards.

At December 31, 2023, total unrecognized compensation cost related to unvested stock options was $1.1 million and is expected to be recognized over a weighted-average period of approximately 1.0 years.

Restricted Stock Units

The Company awards RSUs to certain employees under the Plan, which are subject to time-based vesting conditions. Upon a termination of service relationship by the Company, all unvested RSUs will generally be forfeited and the shares of common stock underlying such awards will become available for issuance under the Plan. The fair value of RSUs are measured based on the closing fair market value of the Company’s common stock on the date of grant. At December 31, 2023, total unrecognized compensation cost related to unvested RSUs was $19.2 million and is expected to vest over a weighted average of 2.8 years.

The fair value of these equity awards is amortized to equity based compensation expense over the vesting period, which totaled $8.1 million, $8.1 million, and $4.3 million for the years ended December 31, 2023, 2022, and 2021, respectively. All stock based compensation expense is included in selling, general and administrative expenses based on the role of recipients.

The following table summarizes the activity of the Company’s RSUs for the period ended December 31, 2023:


	Number of Shares (in 000's)	Weighted Average Grant Date Fair Value
Outstanding at January 1, 2022	459	$	31.08
Granted	802	20.30
Settled	(231)	27.81
Forfeited	(177)	25.53
Outstanding at December 31, 2022	853	$	23.06
Granted	1,313	12.02
Settled	(234)	22.72
Forfeited and canceled	(244)	16.18
Nonvested RSUs at December 31, 2023	1,688	$	15.26

The total income tax benefit recognized in the income statement for share-based compensation arrangements was zero for the years ended December 31, 2023, 2022, and 2021.

Property, Plant, and Equipment (Tables)

12 Months Ended

Dec. 31, 2023

Property, Plant and Equipment [Abstract]

Summary of Property, Plant, and Equipment

Property, plant, and equipment consists of the following at:


$'s in 000's	December 31, 2023		December 31, 2022
Leasehold improvements	$	18,379	$	27,694
Equipment	26,892		27,187
Vehicles and accessories	5,592		6,771
Computer equipment and software	21,256		17,501
Buildings	22,733		26,176
Furniture and fixtures	3,481		3,499
Land	8,934		8,934
Construction in progress	4,234		4,797
	111,501		122,559
Less accumulated depreciation	(54,404)		(49,164)
Total property, plant, and equipment	$	57,097	$	73,395

Intangible Assets and Goodwill - Intangible Assets (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Amortizable intangibles
Total amortizable intangibles	$ 203,402	$ 199,657
Less accumulated amortization	(76,912)	(62,085)
Total net amortizable intangibles	126,490	137,572
Non-amortizable intangibles
Intangible assets, net of accumulated amortization	159,729	172,479
Trademarks and other
Non-amortizable intangibles
Non-amortizable intangibles	33,239	33,239
In-process research and development
Non-amortizable intangibles
Non-amortizable intangibles	$ 0	1,668
Certification
Amortizable intangibles
Amortizable Intangibles, useful lives	7 years
Total amortizable intangibles	$ 350	350
Customer relationships
Amortizable intangibles
Total amortizable intangibles	159,291	160,040
Patents and processes
Amortizable intangibles
Total amortizable intangibles	12,855	14,634
Brand names
Amortizable intangibles
Total amortizable intangibles	$ 30,906	$ 24,633
Minimum \| Customer relationships
Amortizable intangibles
Amortizable Intangibles, useful lives	12 years
Minimum \| Patents and processes
Amortizable intangibles
Amortizable Intangibles, useful lives	5 years
Minimum \| Brand names
Amortizable intangibles
Amortizable Intangibles, useful lives	5 years
Maximum \| Customer relationships
Amortizable intangibles
Amortizable Intangibles, useful lives	20 years
Maximum \| Patents and processes
Amortizable intangibles
Amortizable Intangibles, useful lives	10 years
Maximum \| Brand names
Amortizable intangibles
Amortizable Intangibles, useful lives	15 years

Stock Based Compensation - Summary of Unvested Stock Options (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Stock Options
Beginning balance (in shares)	1,653	1,768
Granted (in shares)	0	83
Exercised (in shares)	(3)	(2)
Forfeited and canceled (in shares)	(196)	(196)
Ending balance (in shares)	1,454	1,653	1,768
Options exercisable (in shares)	1,246
Weighted Average Exercise Price
Beginning balance (in dollars per share)	$ 25.48	$ 26.51
Granted (in dollars per share)	0	14.16
Exercised (in dollars per share)	19.49	19.49
Forfeited and canceled (in dollars per share)	24.52	30.06
Ending balance (in dollars per share)	$ 25.62	$ 25.48	$ 26.51
Aggregate Intrinsic Value	$ 986	$ 53	$ 2,897
Aggregate Intrinsic Value - Exercised	$ 5	$ 10
Weighted Average Remaining Contractual Life (years)	4 years 10 months 24 days	6 years 2 months 12 days	7 years 3 months 18 days

Leases

12 Months Ended

Dec. 31, 2023

Leases [Abstract]

Leases

The Company leases certain real estate for commercial, production, and retail purposes, as well as equipment from third parties. Lease expiration dates are between 2024 and 2029.

For both operating and finance leases, the Company recognizes a right-of-use asset, which represents the right to use the underlying asset for the lease term, and a lease liability, which represents the present value of our obligation to make payments arising over the lease term.

We elected the short-term lease exemption for all leases that qualify. This means leases having an initial term of twelve months or less are not recorded on the balance sheet and the related lease expense is recognized on a straight-line basis over the term of the lease.

The Company’s leases may include options to extend or terminate the lease. Renewal options generally range from one to ten years and the options to extend are included in the lease term when it is reasonably certain that we will exercise that option. Some leases have variable payments, however, because they are not based on an index or rate, they are not included in the ROU assets and liabilities. Variable payments for real estate leases primarily relate to common area maintenance, insurance, taxes and utilities. Variable payments for equipment and vehicles primarily relate to usage, repairs, and maintenance. As the implicit rate is not readily determinable for most of the Company’s leases, the Company applies a portfolio approach using an estimated incremental borrowing rate, giving consideration to company specific information and publicly available interest rates for instruments with similar characteristics, to determine the initial present value of lease payments over the lease terms.

The components of lease expense consists of the following:


	For the Year Ended
$'s in 000's	December 31, 2023		December 31, 2022		December 31, 2021
Finance lease cost
Amortization of right-of-use assets	$	1,398	$	1,185	$	2,215
Interest on lease liabilities	134		243		338
Operating lease cost	7,845		6,603		5,556
Variable lease cost(1)	4,191		1,318		1,283
Short-term lease cost	115		17		13
Sublease income	(387)		(269)		(238)
Total lease cost	$	13,296	$	9,097	$	9,167

(1) Variable lease cost primarily relates to maintenance expenses incurred as a part of service segment optimization, common area maintenance, property taxes and insurance on leased real estate.

Other information related to leases was as follows as of:


	December 31, 2023	December 31, 2022
Weighted-average remaining lease term (years)
Operating leases	3.74	3.19
Finance leases	2.32	1.82
Weighted-average discount rate
Operating leases	5.5%	4.4%
Finance leases	5.4%	4.5%

Annual future commitments under non-cancelable leases as of December 31, 2023, consist of the following:


	Lease Obligations
$'s in 000's	Operating Leases		Finance Leases
2024	$	8,468	$	1,288
2025	6,068		306
2026	4,091		152
2027	2,466		73
2028	2,263		30
Thereafter	177		—
Total minimum future obligations	$	23,533	$	1,849
Less interest	(2,162)		(145)
Present value of net future minimum obligations	21,371		1,704
Less current lease obligations	(7,608)		(1,188)
Long-term lease obligations	$	13,763	$	516

Supplemental cash flow information:


	For the Year Ended
$'s in 000's	December 31, 2023		December 31, 2022		December 31, 2021
Cash paid for amounts included in the measurement of lease liabilities
Operating cash flows from finance leases	$	134	$	243	$	338
Operating cash flows from operating leases	8,005		6,730		3,928
Financing cash flows from finance leases	1,494		1,493		1,926
(Noncash) right-of-use assets obtained in exchange for lease obligations
Operating leases	8,524		4,087		5,212
Finance leases	775		59		1,191

Leases

The Company leases certain real estate for commercial, production, and retail purposes, as well as equipment from third parties. Lease expiration dates are between 2024 and 2029.

The components of lease expense consists of the following:


	For the Year Ended
$'s in 000's	December 31, 2023		December 31, 2022		December 31, 2021
Finance lease cost
Amortization of right-of-use assets	$	1,398	$	1,185	$	2,215
Interest on lease liabilities	134		243		338
Operating lease cost	7,845		6,603		5,556
Variable lease cost(1)	4,191		1,318		1,283
Short-term lease cost	115		17		13
Sublease income	(387)		(269)		(238)
Total lease cost	$	13,296	$	9,097	$	9,167

(1) Variable lease cost primarily relates to maintenance expenses incurred as a part of service segment optimization, common area maintenance, property taxes and insurance on leased real estate.

Other information related to leases was as follows as of:


	December 31, 2023	December 31, 2022
Weighted-average remaining lease term (years)
Operating leases	3.74	3.19
Finance leases	2.32	1.82
Weighted-average discount rate
Operating leases	5.5%	4.4%
Finance leases	5.4%	4.5%

Annual future commitments under non-cancelable leases as of December 31, 2023, consist of the following:


	Lease Obligations
$'s in 000's	Operating Leases		Finance Leases
2024	$	8,468	$	1,288
2025	6,068		306
2026	4,091		152
2027	2,466		73
2028	2,263		30
Thereafter	177		—
Total minimum future obligations	$	23,533	$	1,849
Less interest	(2,162)		(145)
Present value of net future minimum obligations	21,371		1,704
Less current lease obligations	(7,608)		(1,188)
Long-term lease obligations	$	13,763	$	516

Supplemental cash flow information:


	For the Year Ended
$'s in 000's	December 31, 2023		December 31, 2022		December 31, 2021
Cash paid for amounts included in the measurement of lease liabilities
Operating cash flows from finance leases	$	134	$	243	$	338
Operating cash flows from operating leases	8,005		6,730		3,928
Financing cash flows from finance leases	1,494		1,493		1,926
(Noncash) right-of-use assets obtained in exchange for lease obligations
Operating leases	8,524		4,087		5,212
Finance leases	775		59		1,191

Income Taxes - Provision for Income Taxes (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Current:
Federal	$ 149	$ 0	$ 0
State	294	498	323
Foreign	226	117	26
Total current	669	615	349
Deferred and other:
Federal	(573)	574	2,661
State	(61)	154	717
Foreign	(208)	(129)	142
Total deferred and other	(842)	599	3,520
Total income tax (benefit) expense	$ (173)	$ 1,214	$ 3,869

Employee Benefit Plans	12 Months Ended
Employee Benefit Plans	Dec. 31, 2023
Retirement Benefits [Abstract]
Employee Benefit Plans	Employee Benefit PlansThe Company sponsors 401(k) defined contribution plans at certain subsidiaries. Participants may elect to defer up to 100% of compensation. The Company makes matching contributions of 100% of the employee deferrals up to 4% of compensation. The Company may also make discretionary profit sharing contributions each year, which are allocated to each eligible participant based on compensation. The Company made matching contributions of $1.8 million, $1.7 million, and $1.1 million, respectively, for the years ended December 31, 2023, 2022 and 2021.

Intangible Assets and Goodwill - Estimated Future Amortization Expense (Details) $ in Thousands	Dec. 31, 2023 USD ($)
Goodwill and Intangible Assets Disclosure [Abstract]
2024	$ 15,876
2025	14,899
2026	14,303
2027	13,640
2028	12,295
Thereafter	$ 55,477

Stock Based Compensation (Tables)

12 Months Ended

Dec. 31, 2023

Share-Based Payment Arrangement [Abstract]

Schedule of Weighted-Average Assumptions

The fair value of the stock option awards was determined on the grant dates using the Black-Scholes valuation model based on the following weighted-average assumptions for the period ended:


	December 31, 2022		December 31, 2021
Expected term (years) (1)	6.25		6.17
Expected volatility (2)	37.21	%	33.45	%
Risk-free interest rate (3)	1.44	%	0.89	%
Dividend yield (4)	0.00	%	0.00	%

(2)The expected volatility assumption was calculated based on a peer group analysis of stock price volatility with a look back period consistent with the expected option term.

(3)The risk-free interest rate was based on the U.S. Treasury yield curve in effect at the time of grant, which corresponds to the expected term of the stock options.

(4)The Company has not paid and does not anticipate paying a cash dividend on our common stock.

Summary of Unvested Stock Options

The following table summarizes the activity of the Company’s unvested stock options for the period ended December 31, 2023:


	Stock Options (in 000's)	Weighted Average Exercise Price		Aggregate Intrinsic Value (in 000's)		Weighted Average Remaining Contractual Life (years)
Outstanding at January 1, 2022	1,768	$	26.51	$	2,897	7.3
Granted	83	14.16
Exercised	(2)	19.49		$	10
Forfeited and canceled	(196)	30.06
Outstanding at December 31, 2022	1,653	$	25.48	$	53	6.2
Granted	—	—
Exercised	(3)	19.49		$	5
Forfeited and canceled	(196)	24.52
Outstanding at December 31, 2023	1,454	$	25.62	$	986	4.9
Options exercisable at December 31, 2023	1,246

Summary of RSU Activity

The following table summarizes the activity of the Company’s RSUs for the period ended December 31, 2023:


	Number of Shares (in 000's)	Weighted Average Grant Date Fair Value
Outstanding at January 1, 2022	459	$	31.08
Granted	802	20.30
Settled	(231)	27.81
Forfeited	(177)	25.53
Outstanding at December 31, 2022	853	$	23.06
Granted	1,313	12.02
Settled	(234)	22.72
Forfeited and canceled	(244)	16.18
Nonvested RSUs at December 31, 2023	1,688	$	15.26

Related Parties (Details) - USD ($) $ in Thousands	1 Months Ended			12 Months Ended
Related Parties (Details) - USD ($) $ in Thousands	Dec. 31, 2021	Aug. 31, 2021	Apr. 30, 2020	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Related Parties
Other non-current liabilities				$ 3,600	$ 1,025
Insurance Policy Premium Expense \| Relevant Insurance Company
Related Parties
Related party expense				7,100	6,600	$ 6,900
Real Estate Commissions Expense \| Colliers International
Related Parties
Payments to acquire land	$ 2,500
Payment of broker's commission			$ 100
Real Estate Commissions Expense \| Colliers International \| Corporate Office in Eagle, Idaho
Related Parties
Amount received for sale of corporate office		$ 4,800
Commission paid		$ 100
Investor Relations Consultant \| Acadia Investor Relations L LC
Related Parties
Related party expense				200	$ 200
Immediate Family Member of Management or Principal Owner \| Master Services Agreement
Related Parties
Related party expense				$ 50
Term of agreement				39 months
Other non-current liabilities				$ 400

Principal Business Activity and Significant Accounting Policies - Inventories (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Accounting Policies [Abstract]
Raw materials	$ 16,055	$ 17,464
Work in progress	2,591	2,234
Finished goods	140,663	122,907
Total inventories	$ 159,309	$ 142,605

Non-Controlling Interests (Tables)

12 Months Ended

Dec. 31, 2023

Noncontrolling Interest [Abstract]

Summary of Noncontrolling Interest


	LLC Interests held			% of Total
$'s in 000's	LLC Owners	PetIQ, Inc.	Total	LLC Owners		PetIQ, Inc.
As of January 1, 2022	272	29,139	29,411	0.9	%	99.1	%
Stock based compensation transactions	—	188	188
Exchange transactions	(20)	20	—
Unit redemption	—	(373)	(373)
As of December 31, 2022	252	28,974	29,226	0.9	%	99.1	%
Stock based compensation transactions	—	201	201
Exchange transactions	(21)	21	—
As of December 31, 2023	231	29,196	29,427	0.8	%	99.2	%

Income Taxes - Deferred Tax Assets Liabilities (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Deferred tax assets
Investment in partnership	$ 73,111	$ 69,656
Outside basis in foreign subsidiary	2,648	0
Fixed assets	0	62
Net operating loss carryforwards and tax credits	26,385	33,271
Disallowed business interest carryforward	10,472	8,389
Other accruals and reversals	57	5
Subtotal	112,673	111,383
Less: valuation allowance	(112,184)	(111,218)
Net deferred tax assets	489	165
Deferred tax liabilities
Fixed assets	0	(112)
Intangible assets	(2,690)	(1,069)
Other	(472)	(9)
Net deferred tax liabilities	$ (3,162)	$ (1,190)

Non-Controlling Interests - Narrative (Details) - shares shares in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Holdco
Noncontrolling Interest [Line Items]
Weighted average ownership percentage in Holdco	99.20%	99.10%
PetIQ
Noncontrolling Interest [Line Items]
Common stock, shares outstanding (in shares)	29,196	28,974	29,139
Interest held by parent	99.20%	99.10%	99.10%
Amended Holdco LLC Agreement
Noncontrolling Interest [Line Items]
Common stock, shares outstanding (in shares)	29,427	29,226	29,411

Debt - Future Maturities (Details) $ in Thousands	Dec. 31, 2023 USD ($)
Debt Disclosure [Abstract]
2024	$ 7,400
2025	4,600
2026	147,314
2027	3,600
2028	281,100
Thereafter	$ 7,800

Intangible Assets and Goodwill

12 Months Ended

Dec. 31, 2023

Goodwill and Intangible Assets Disclosure [Abstract]

Intangible Assets and Goodwill

Intangible assets consist of the following at:


$'s in 000's	Useful Lives	December 31, 2023		December 31, 2022
Amortizable intangibles
Certification	7 years	$	350	$	350
Customer relationships	12-20 years	159,291		160,040
Patents and processes	5-10 years	12,855		14,634
Brand names	5-15 years	30,906		24,633
Total amortizable intangibles		203,402		199,657
Less accumulated amortization		(76,912)		(62,085)
Total net amortizable intangibles		126,490		137,572
Non-amortizable intangibles
Trademarks and other		33,239		33,239
In-process research and development		—		1,668
Intangible assets, net of accumulated amortization		$	159,729	$	172,479

Certain intangible assets are denominated in currencies other than the U.S. Dollar; therefore, their gross and net carrying values are subject to foreign currency movements. Amortization expense for the years ended December 31, 2023, 2022, and 2021 was $19.8 million, $18.1 million, and $22.3 million, respectively.

During the year ended December 31, 2023, the Company opted out of the final acquired project from the Perrigo Animal Health acquisition included in in-process research and development, effectively abandoning the associated research and development effort. Accordingly, the Company wrote off the associated intangible asset of $1.7 million in the Products segment, the expense for which is included as amortization expense in selling, general and administrative expenses on the consolidated statement of operations for the year ended December 31, 2023.

Estimated future amortization expense for each of the following years is as follows:


Years ending December 31, ($'s in 000's)
2024	$	15,876
2025	14,899
2026	14,303
2027	13,640
2028	12,295
Thereafter	55,477

The following is a summary of the changes in the carrying value of goodwill for the years ended December 31, 2023 and 2022.


	Reporting Unit
($'s in 000's)	Products		Services		Total
Goodwill as of January 1, 2022	$	183,846	$	47,264	$	231,110
Foreign currency translation	(540)		—		(540)
Impairment	—		(47,264)		(47,264)
Goodwill as of December 31, 2022	183,306		—		183,306
Foreign currency translation	252		—		252
R&R Acquisition	20,641		—		20,641
Transfer to held for sale	(4,795)		—		(4,795)
Goodwill as of December 31, 2023	$	199,404	$	—	$	199,404

Segments - Schedule of Operating Segments (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Segments
Net sales	$ 1,101,963	$ 921,513	$ 932,528
Segment Adjusted EBITDA	113,188	94,114	92,892
Total assets	868,226	818,896
Products
Segments
Net sales	968,151	800,305	825,395
Services
Segments
Net sales	133,812	121,208	107,133
Operating Segments \| Products
Segments
Net sales	968,151	800,305	825,395
Segment Adjusted EBITDA	110,565	90,333	88,982
Depreciation expense	7,614	7,443	7,397
Capital expenditures	7,824	8,432	18,568
Total assets	798,578	735,096
Operating Segments \| Services
Segments
Net sales	133,812	121,208	107,133
Segment Adjusted EBITDA	2,623	3,781	3,910
Depreciation expense	17,159	7,077	6,969
Capital expenditures	1,392	3,541	$ 12,702
Total assets	$ 69,647	$ 83,800

- Definition

Sum of the carrying amounts as of the balance sheet date of all assets that are recognized. Assets are probable future economic benefits obtained or controlled by an entity as a result of past transactions or events.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 810
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 3
-Subparagraph (bb)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481203/810-10-50-3

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 810
-SubTopic 10
-Name Accounting Standards Codification
-Section 45
-Paragraph 25
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481231/810-10-45-25

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(g)(1)(ii))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480678/235-10-S99-1

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 323
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 3
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481687/323-10-50-3

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 825
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 28
-Subparagraph (f)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482907/825-10-50-28

Reference 6: http://www.xbrl.org/2003/role/exampleRef
-Topic 852
-SubTopic 10
-Name Accounting Standards Codification
-Section 55
-Paragraph 10
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481372/852-10-55-10

Reference 7: http://www.xbrl.org/2003/role/exampleRef
-Topic 946
-SubTopic 830
-Name Accounting Standards Codification
-Section 55
-Paragraph 12
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480167/946-830-55-12

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 944
-SubTopic 210
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.7-03(a)(12))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479440/944-210-S99-1

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 22
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-22

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 210
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.6-04(8))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479617/946-210-S99-1

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 210
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02(18))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480566/210-10-S99-1

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(4)(i))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1A

Reference 13: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(4)(ii))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1A

Reference 14: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(4)(iii))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1A

Reference 15: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(4)(iii)(A))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1A

Reference 16: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(4)(iv))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1A

Reference 17: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(5))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1A

Reference 18: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(4)(i))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1B

Reference 19: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(4)(iii)(A))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1B

Reference 20: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(4)(iii)(B))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1B

Reference 21: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(4)(iv))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1B

Reference 22: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(5))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1B

Reference 23: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 852
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 7
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481404/852-10-50-7

Reference 24: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 30
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-30

Reference 25: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 32
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-32

Reference 26: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 942
-SubTopic 210
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.9-03(11))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479853/942-210-S99-1

Customer Concentration	12 Months Ended
Customer Concentration	Dec. 31, 2023
Risks and Uncertainties [Abstract]
Customer Concentration	Customer Concentration The Company has significant exposure to customer concentration. During each of the years ended December 31, 2023, 2022, and 2021, two, two, and one Product segment customers, respectively, accounted for more than 10% of sales individually and in aggregate, which accounted for 42%, 35%, and 26% of net sales, respectively. At December 31, 2023, one Products segment customer individually accounted for more than 10% of outstanding trade receivables, accounting for 54% of outstanding trade receivables, net. At December 31, 2022 one Products segment customers individually accounting for more than 10% of outstanding trade receivables, accounting for 46% of outstanding trade receivables, net. All of our customer concentration exists in our Products segment.

Segments

12 Months Ended

Dec. 31, 2023

Segment Reporting [Abstract]

Segments

The Company has two operating segments: Products and Services. The Products segment consists of the Company’s manufacturing and distribution business. The Services segment consists of the Company’s veterinary services and related product sales. The segments are based on the discrete financial information reviewed by the Chief Operating Decision Maker (“CODM”) to make resource allocation decisions and to evaluate performance. We measure and evaluate our reportable segments based on their respective Segment Adjusted EBITDA performance. Beginning in the fourth quarter of 2022, we allocate to our segments capital expenditures and certain costs and expenses, such as accounting, legal, human resources, information technology and corporate headquarters expenses, on a pro rata basis based on net sales to better align with the discrete financial information reviewed by our CODM. Such expenses previously were not allocated to segments. The Company has recast prior periods to give effect to this change. This change in presentation had no impact on the Consolidated Statements of Operations.

Financial information relating to the Company’s operating segments for the years ended:


$'s in 000's
December 31, 2023	Products		Services
Net sales	$	968,151	$	133,812
Segment Adjusted EBITDA	110,565		2,623
Depreciation expense	7,614		17,159
Capital expenditures	7,824		1,392


$'s in 000's
December 31, 2022	Products		Services
Net sales	$	800,305	$	121,208
Segment Adjusted EBITDA	90,333		3,781
Depreciation expense	7,443		7,077
Capital expenditures	8,432		3,541


$'s in 000's
December 31, 2021	Products		Services
Net sales	$	825,395	$	107,133
Segment Adjusted EBITDA	88,982		3,910
Depreciation expense	7,397		6,969
Capital expenditures	18,568		12,702

The value of assets by segment were as follows as of:


	December 31, 2023		December 31, 2022
Products	$	798,578	$	735,096
Services	69,647		83,800
Total assets	$	868,226	$	818,896

The following table reconciles Segment EBITDA to Net income (loss) for the periods presented.


	Year Ended December 31,
$'s in 000's	2023		2022		2021
Segment Adjusted EBITDA:
Product	$	110,565	$	90,333	$	88,982
Services	2,623		3,781		3,910
Total	113,188		94,114		92,892
Adjustments:
Depreciation(1)	(24,773)		(14,520)		(14,366)
Amortization	(19,797)		(18,079)		(22,336)
Interest expense, net	(34,547)		(27,374)		(24,696)
Acquisition costs(2)	(1,164)		(1,464)		(92)
Loss on debt extinguishment and related costs(3)	—		—		(6,438)
Stock based compensation expense	(9,468)		(11,363)		(9,428)
Non same-store adjustment(4)	(8,482)		(16,423)		(23,159)
Integration costs(5)	(2,316)		(1,171)		142
Litigation expenses	(31)		(3,862)		(4,105)
CFO Transition	—		—		(928)
Restructuring(6)	(2,564)		—		—
Impairment and other asset charges(7)	(7,680)		(47,264)		—
Pretax net income (loss)	$	2,366	$	(47,406)	$	(12,514)
Income tax benefit (expense)	173		(1,214)		(3,869)
Net income (loss)	$	2,539	$	(48,620)	$	(16,383)

(1) Depreciation includes $11.0 million of accelerated depreciation recognized during the year ended December 31, 2023, associated with Services segment optimization.

(2) Acquisition costs include legal, accounting, banking, consulting, diligence, and other costs related to completed and contemplated acquisitions.

(3) Loss on debt extinguishment and related costs are related to our entering into two new credit facilities, including the write off of deferred financing costs and related costs.

(5) Integration and business transformation costs, including personnel costs such as severance and retention bonuses, consulting costs, contract termination costs and IT and ERP implementation costs.

(6) Restructuring consists of variable lease expenses, inventory valuation adjustments, lease termination costs, severance, and other miscellaneous costs.

Supplemental geographic disclosures are below.


	Year ended December 31, 2023
$'s in 000's	U.S.		Foreign		Total
Product sales	$	960,346	$	7,805	$	968,151
Service revenue	133,812		—		133,812
Total net sales	$	1,094,158	$	7,805	$	1,101,963


	Year ended December 31, 2022
$'s in 000's	U.S.		Foreign		Total
Product sales	$	793,427	$	6,878	$	800,305
Service revenue	121,208		—		121,208
Total net sales	$	914,635	$	6,878	$	921,513


	Year ended December 31, 2021
$'s in 000's	U.S.		Foreign		Total
Product sales	$	818,593	$	6,802	$	825,395
Service revenue	107,133		—		107,133
Total net sales	$	925,726	$	6,802	$	932,528

The net book value of property plant and equipment, by geographic location was as follows as of:


	December 31, 2023		December 31, 2022
United States	$	57,097	$	69,376
Europe	—		4,019
Total	$	57,097	$	73,395

- Definition

The entire disclosure for reporting segments including data and tables. Reportable segments include those that meet any of the following quantitative thresholds a) it's reported revenue, including sales to external customers and intersegment sales or transfers is 10 percent or more of the combined revenue, internal and external, of all operating segments b) the absolute amount of its reported profit or loss is 10 percent or more of the greater, in absolute amount of 1) the combined reported profit of all operating segments that did not report a loss or 2) the combined reported loss of all operating segments that did report a loss c) its assets are 10 percent or more of the combined assets of all operating segments.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 22
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-22

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 15
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-15

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 31
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-31

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 32
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-32

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 42
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-42

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 32
-Subparagraph (f)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-32

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 40
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-40

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-Name Accounting Standards Codification
-Publisher FASB
-URI https://asc.fasb.org//280/tableOfContent

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 26
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-26

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 34
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-34

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 41
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-41

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 21
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-21

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 21
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-21

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 32
-Subparagraph (e)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-32

+ Details

Segments - Net Book Value of Property, Plant and Equipment by Geographic Location (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Segments
Property, plant and equipment, net	$ 57,097	$ 73,395
U.S.
Segments
Property, plant and equipment, net	57,097	69,376
Europe
Segments
Property, plant and equipment, net	$ 0	$ 4,019

Income Taxes - Components of Earnings Before Income Taxes (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Income Tax Disclosure [Abstract]
United States	$ 2,037	$ (47,767)	$ (12,816)
Foreign	329	361	302
Pretax net income (loss)	$ 2,366	$ (47,406)	$ (12,514)

- Definition

Amount of income (loss) from continuing operations, including income (loss) from equity method investments, before deduction of income tax expense (benefit), and income (loss) attributable to noncontrolling interest.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 944
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.7-04(11))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483586/944-220-S99-1

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 22
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-22

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 30
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-30

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 32
-Subparagraph (f)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-32

Reference 5: http://www.xbrl.org/2003/role/exampleRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 31
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-31

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 32
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-32

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 942
-SubTopic 235
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.9-05(b)(2))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479557/942-235-S99-1

Reference 8: http://fasb.org/us-gaap/role/ref/legacyRef
-Name Accounting Standards Codification
-Section 25
-Paragraph 1
-SubTopic 20
-Topic 940
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481913/940-20-25-1

Reference 9: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 220
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 2
-Subparagraph (SX 210.5-03(10))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483621/220-10-S99-2

Reference 10: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 942
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.9-04(15))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483589/942-220-S99-1

+ Details

Earnings (Loss) per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Numerator:
Net income (loss)	$ 2,539	$ (48,620)	$ (16,383)
Less: net income (loss) attributable to non-controlling interests	408	(412)	(416)
Net income (loss) attributable to PetIQ, Inc.	$ 2,131	$ (48,208)	$ (15,967)
Denominator
Weighted-average shares of Class A common stock outstanding -- basic (in shares)	29,135	29,159	28,242
Dilutive effect for conversion of Notes (in shares)	0	0	0
Weighted-average shares of Class A common stock outstanding - diluted (in shares)	29,530	29,159	28,242
Earnings (loss) per share of Class A common stock - basic (in dollars per share)	$ 0.07	$ (1.65)	$ (0.57)
Earnings (loss) per share of Class A common stock - diluted (in dollars per share)	$ 0.07	$ (1.65)	$ (0.57)
Share-Based Payment Arrangement
Denominator
Dilutive shares excluded from computation of diluted earnings per share (in shares)	1,737
Convertible Debt Securities
Denominator
Dilutive shares excluded from computation of diluted earnings per share (in shares)	4,848	4,848	4,848
Restricted Stock Units
Denominator
Dilutive effect of stock options and RSUs (in shares)	395	0	0

Principal Business Activity and Significant Accounting Policies - Fair Value on a Recurring Basis (Details)	Dec. 31, 2023	Dec. 31, 2022
Accounting Policies [Abstract]
Fixed interest rate	7.47%	2.00%

Business Combination

12 Months Ended

Dec. 31, 2023

Business Combination and Asset Acquisition [Abstract]

Business Combination

Rocco & Roxie

The Company completed the acquisition of all of the membership units of Rocco & Roxie Supply Co, LLC ("R&R") on January 13, 2023 (the "R&R Acquisition"), which resulted in R&R becoming a wholly owned subsidiary of the Company. The R&R Acquisition expands the Company's brand and product portfolio to include stain and odor products and enables the Company to extend its offerings into premium dog supplements and jerky treats. The Company paid $26.5 million for the membership interests of R&R using cash on hand. The purchase was subject to normal working capital adjustments.


$'s in 000's	Fair Value
Current assets	$	3,020
Other assets	1,208
Amortizable intangibles
Trade name	7,100
Customer relationships	320
Total amortizable intangibles	$	7,420
Goodwill	20,641
Total assets	$	32,289

Current liabilities	1,000
Other tax liabilities	3,655
Total liabilities	4,655

Purchase price, net of cash acquired	$	27,634

Intangible assets will be amortized over the estimated useful lives of the assets through January 2033. The weighted average amortization period of the amortizable intangible assets is approximately 9.9 years. The identifiable intangible assets are measured at fair value as Level III in accordance with the fair value hierarchy.

Goodwill represents the future economic benefits that do not qualify for separate recognition and primarily includes the assembled workforce and other non-contractual relationships, as well as expected future synergies. Approximately $19.4 million of the $20.6 million of Goodwill will not be tax deductible, and the remaining balance is expected to be deductible for tax purposes. Goodwill was allocated to the Products segment. Transaction costs of $0.5 million were incurred and are recorded in Selling, General, and Administrative costs on the consolidated statement of operations.

Principal Business Activity and Significant Accounting Policies - Interest Expense, Net (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Accounting Policies [Abstract]
Interest expense	$ 38.3	$ 28.2	$ 24.7
Interest income	$ 3.7	$ 0.8	$ 0.0

- Definition

Amount of the cost of borrowed funds accounted for as interest expense.

+ References + Details

Debt (Tables)

12 Months Ended

Dec. 31, 2023

Debt Disclosure [Abstract]

Schedule of Components of Long Term Debt

The following represents the Company’s long-term debt as of:



$'s in 000's	December 31, 2023		December 31, 2022
Convertible notes	$	143,750	$	143,750
Term loans	292,500		295,500
Revolving credit facility	—		—
Other debt	15,564		19,690
Net discount on debt and deferred financing fees	(6,587)		(8,531)
	$	445,227	$	450,409
Less current maturities of long-term debt	(7,407)		(7,133)
Total long-term debt	$	437,820	$	443,276

Schedule of Future Maturities of Long-Term Debt

Future maturities of long-term debt, excluding net discount on debt and deferred financing fees, as of December 31, 2023, are as follows:


($'s in 000's)
2024	$	7,400
2025	4,600
2026	147,314
2027	3,600
2028	281,100
Thereafter	7,800

- Definition

Tabular disclosure of long-debt instruments or arrangements, including identification, terms, features, collateral requirements and other information necessary to a fair presentation. These are debt arrangements that originally required repayment more than twelve months after issuance or greater than the normal operating cycle of the entity, if longer.

+ References

Reference 1: http://www.xbrl.org/2003/role/exampleRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 55
-Paragraph 69B
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481568/470-20-55-69B

Reference 2: http://www.xbrl.org/2003/role/exampleRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 55
-Paragraph 69E
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481568/470-20-55-69E

Reference 3: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 3
-Subparagraph (SX 210.12-04(a))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480678/235-10-S99-3

Reference 4: http://fasb.org/us-gaap/role/ref/legacyRef
-Name Accounting Standards Codification
-Topic 835
-SubTopic 30
-Section 45
-Paragraph 2
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482925/835-30-45-2

Reference 5: http://fasb.org/us-gaap/role/ref/legacyRef
-Name Accounting Standards Codification
-Topic 835
-SubTopic 30
-Section 45
-Paragraph 1A
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482925/835-30-45-1A

Reference 6: http://fasb.org/us-gaap/role/ref/legacyRef
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 3
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-3

Reference 7: http://fasb.org/us-gaap/role/ref/legacyRef
-Name Accounting Standards Codification
-Topic 210
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02.22)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480566/210-10-S99-1

Reference 8: http://fasb.org/us-gaap/role/ref/legacyRef
-Name Accounting Standards Codification
-Topic 835
-SubTopic 30
-Section 55
-Paragraph 8
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482949/835-30-55-8

Reference 9: http://fasb.org/us-gaap/role/ref/legacyRef
-Name Accounting Standards Codification
-Topic 942
-SubTopic 470
-Section 50
-Paragraph 3
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480848/942-470-50-3

Reference 10: http://fasb.org/us-gaap/role/ref/legacyRef
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 8
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-8

Reference 11: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-6

Reference 12: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 7
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-7

+ Details

Debt - Narrative (Details) - USD ($) $ in Millions	Apr. 13, 2021	Dec. 31, 2023
Notes Payable VIP Acquisition
Debt
Repayment of debt	$ 27.5
Write off deferred financing fees	5.5
Transaction cost on termination of debt instrument	0.9
Senior Secured Asset-Based Revolving Credit Facility - ABL
Debt
Maximum borrowing capacity	$ 125.0
Eligible investment - grade accounts	90.00%
Percentage of eligible investment other accounts	85.00%
Percentage of net orderly liquidation value of cost of certain eligible on hand and in transit inventory	85.00%
Percentage of qualified cash	100.00%
Line of credit facility, interest rate at period end		5.92%
Unused facility fee (as a percent)	0.35%
Outstanding balance		$ 0.0
Senior Secured Term Loan Facility - Term Loan B
Debt
Maximum borrowing capacity	$ 300.0
Line of credit facility, interest rate at period end		10.17%
Floor rate	0.50%
Debt instrument, frequency of periodic payment	quarterly
Percentage of periodic payment, principal	0.25%
Lines of credit, fair value		$ 281.9
Senior Secured Term Loan Facility - Term Loan B \| London Interbank Offered Rate (LIBOR) 1 \| Minimum
Debt
Variable interest rate, basis points spread over variable reference rate (as a percent)	3.25%
Senior Secured Term Loan Facility - Term Loan B \| London Interbank Offered Rate (LIBOR) 1 \| Maximum
Debt
Variable interest rate, basis points spread over variable reference rate (as a percent)	4.25%

Commitments and Contingencies (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Med Vets, Inc. and Bay Medical Solutions Inc
Litigation Contingencies
Loss contingency, expense recorded during period	$ 0.0	$ 3.5	$ 3.5
Mediation With Third Party
Litigation Contingencies
Liability recorded			1.4
Lawsuit by Former Supplier for Redemption of Ownership Interest
Litigation Contingencies
Loss contingency, expense recorded during period		3.5
Liability recorded			$ 2.0
Loss contingency payments		$ 5.5

Non-Controlling Interests

12 Months Ended

Dec. 31, 2023

Noncontrolling Interest [Abstract]

Non-Controlling Interests

The Company reports a non-controlling interest representing the LLC interests of HoldCo held by continuing LLC Owners. Changes in PetIQ’s ownership interest in HoldCo while PetIQ retains its controlling interest in HoldCo will be accounted for as equity transactions. As such, future redemptions or direct exchanges of LLC interests of HoldCo by the continuing LLC Owners will result in a change in ownership and reduce or increase the amount recorded as non-controlling interest and increase or decrease additional paid-in capital when HoldCo has positive or negative net assets, respectively. The Company is also required to make tax distributions based on the LLC Agreement to continuing LLC Owners on a regular basis, these distributions will reduce the non-controlling interest.

As of December 31, 2023, there were 29.4 million LLC Interests outstanding, of which PetIQ owned 29.2 million, representing a 99.2% ownership interest in HoldCo. Exchange and other equity activity during the years ended December 31, 2023 and 2022 resulted in weighted average ownership of HoldCo by PetIQ of 99.2% and 99.1%, respectively.


	LLC Interests held			% of Total
$'s in 000's	LLC Owners	PetIQ, Inc.	Total	LLC Owners		PetIQ, Inc.
As of January 1, 2022	272	29,139	29,411	0.9	%	99.1	%
Stock based compensation transactions	—	188	188
Exchange transactions	(20)	20	—
Unit redemption	—	(373)	(373)
As of December 31, 2022	252	28,974	29,226	0.9	%	99.1	%
Stock based compensation transactions	—	201	201
Exchange transactions	(21)	21	—
As of December 31, 2023	231	29,196	29,427	0.8	%	99.2	%

Intangible Assets and Goodwill (Tables)

12 Months Ended

Dec. 31, 2023

Goodwill and Intangible Assets Disclosure [Abstract]

Schedule of Intangible Assets

Intangible assets consist of the following at:


$'s in 000's	Useful Lives	December 31, 2023		December 31, 2022
Amortizable intangibles
Certification	7 years	$	350	$	350
Customer relationships	12-20 years	159,291		160,040
Patents and processes	5-10 years	12,855		14,634
Brand names	5-15 years	30,906		24,633
Total amortizable intangibles		203,402		199,657
Less accumulated amortization		(76,912)		(62,085)
Total net amortizable intangibles		126,490		137,572
Non-amortizable intangibles
Trademarks and other		33,239		33,239
In-process research and development		—		1,668
Intangible assets, net of accumulated amortization		$	159,729	$	172,479

Estimated Future Amortization Expense

Estimated future amortization expense for each of the following years is as follows:


Years ending December 31, ($'s in 000's)
2024	$	15,876
2025	14,899
2026	14,303
2027	13,640
2028	12,295
Thereafter	55,477

Schedule of Goodwill

The following is a summary of the changes in the carrying value of goodwill for the years ended December 31, 2023 and 2022.


	Reporting Unit
($'s in 000's)	Products		Services		Total
Goodwill as of January 1, 2022	$	183,846	$	47,264	$	231,110
Foreign currency translation	(540)		—		(540)
Impairment	—		(47,264)		(47,264)
Goodwill as of December 31, 2022	183,306		—		183,306
Foreign currency translation	252		—		252
R&R Acquisition	20,641		—		20,641
Transfer to held for sale	(4,795)		—		(4,795)
Goodwill as of December 31, 2023	$	199,404	$	—	$	199,404

- Definition

Tabular disclosure of goodwill by reportable segment and in total which includes a rollforward schedule.

+ References

Reference 1: http://www.xbrl.org/2003/role/exampleRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 55
-Paragraph 24
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482548/350-20-55-24

Reference 2: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482573/350-20-50-1

Reference 3: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (h)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482573/350-20-50-1

Reference 4: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482573/350-20-50-1

Reference 5: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482573/350-20-50-1

Reference 6: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482573/350-20-50-1

Reference 7: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482573/350-20-50-1

Reference 8: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (e)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482573/350-20-50-1

Reference 9: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (f)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482573/350-20-50-1

Reference 10: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (g)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482573/350-20-50-1

Reference 11: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1A
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482573/350-20-50-1A

Reference 12: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482573/350-20-50-2

+ Details