Cover
Cover - shares | 6 Months Ended | |
Jun. 30, 2024 | Aug. 01, 2024 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Jun. 30, 2024 | |
Document Transition Report | false | |
Entity File Number | 001-36729 | |
Entity Registrant Name | FRESHPET, INC. | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 20-1884894 | |
Entity Address, Address Line One | 1545 US-206 | |
Entity Address, Address Line Two | 1st Floor | |
Entity Address, City or Town | Bedminster | |
Entity Address, State or Province | NJ | |
Entity Address, Postal Zip Code | 07921 | |
City Area Code | 201 | |
Local Phone Number | 520-4000 | |
Title of 12(b) Security | Common Stock | |
Trading Symbol | FRPT | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Central Index Key | 0001611647 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Period Focus | Q2 | |
Document Fiscal Year Focus | 2024 | |
Entity Common Stock, Shares Outstanding | 48,483,030 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 |
CURRENT ASSETS: | ||
Cash and cash equivalents | $ 251,699 | $ 296,871 |
Accounts receivable, net of allowance for doubtful accounts | 68,156 | 56,754 |
Inventories, net | 73,252 | 63,238 |
Prepaid expenses | 8,566 | 7,615 |
Other current assets | 3,547 | 2,841 |
Total Current Assets | 405,220 | 427,319 |
Property, plant and equipment, net | 1,032,730 | 979,164 |
Deposits on equipment | 1,109 | 1,895 |
Operating lease right of use assets | 2,851 | 3,616 |
Long term investment in equity securities | 33,446 | 23,528 |
Other assets | 30,975 | 28,899 |
Total Assets | 1,506,331 | 1,464,421 |
CURRENT LIABILITIES: | ||
Accounts payable | 34,051 | 36,096 |
Accrued expenses | 52,884 | 49,816 |
Current operating lease liabilities | 1,034 | 1,312 |
Current finance lease liabilities | 2,031 | 1,998 |
Total Current Liabilities | 90,000 | 89,222 |
Convertible senior notes | 394,108 | 393,074 |
Long term operating lease liabilities | 2,064 | 2,591 |
Long term finance lease liabilities | 24,355 | 26,080 |
Total Liabilities | 510,527 | 510,967 |
Commitments and contingencies | 0 | 0 |
STOCKHOLDERS' EQUITY: | ||
Common stock — voting, $0.001 par value, 200,000 shares authorized, 48,493 issued and 48,479 outstanding on June 30, 2024, and 48,277 issued and 48,263 outstanding on December 31, 2023 | 48 | 48 |
Additional paid-in capital | 1,308,623 | 1,282,984 |
Accumulated deficit | (311,823) | (328,731) |
Accumulated other comprehensive loss | (788) | (591) |
Treasury stock, at cost — 14 shares on June 30, 2024 and on December 31, 2023 | (256) | (256) |
Total Stockholders' Equity | 995,804 | 953,454 |
Total Liabilities and Stockholders' Equity | $ 1,506,331 | $ 1,464,421 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares shares in Thousands | Jun. 30, 2024 | Dec. 31, 2023 |
Statement of Financial Position [Abstract] | ||
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Common stock, authorized (in shares) | 200,000 | 200,000 |
Common stock, issued (in shares) | 48,493 | 48,277 |
Common stock, outstanding (in shares) | 48,479 | 48,263 |
Treasury stock (in shares) | 14 | 14 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE (LOSS) INCOME - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Income Statement [Abstract] | ||||
Net Sales | $ 235,253 | $ 183,331 | $ 459,102 | $ 350,853 |
COST OF GOODS SOLD | 141,301 | 124,087 | 276,992 | 240,849 |
GROSS PROFIT | 93,952 | 59,244 | 182,110 | 110,004 |
SELLING, GENERAL, AND ADMINISTRATIVE EXPENSES | 95,702 | 75,996 | 175,396 | 148,267 |
(LOSS) INCOME FROM OPERATIONS | (1,750) | (16,752) | 6,714 | (38,263) |
OTHER INCOME (EXPENSES): | ||||
Interest and Other Income, net | 2,861 | 4,108 | 6,195 | 5,055 |
Interest Expense | (2,751) | (3,329) | (5,811) | (6,501) |
Gain on Equity Investment | 0 | 0 | 9,918 | 0 |
Other income (expenses) | 110 | 779 | 10,302 | (1,446) |
(LOSS) INCOME BEFORE INCOME TAXES | (1,640) | (15,972) | 17,016 | (39,708) |
INCOME TAX EXPENSE | 54 | 70 | 108 | 140 |
LOSS ON EQUITY METHOD INVESTMENT | 0 | 910 | 0 | 1,890 |
(LOSS) INCOME ATTRIBUTABLE TO COMMON STOCKHOLDERS | (1,694) | (16,952) | 16,908 | (41,738) |
OTHER COMPREHENSIVE LOSS: | ||||
Change in foreign currency translation | (79) | (2,039) | (197) | (2,033) |
TOTAL OTHER COMPREHENSIVE LOSS | (79) | (2,039) | (197) | (2,033) |
TOTAL COMPREHENSIVE (LOSS) INCOME | $ (1,773) | $ (18,991) | $ 16,711 | $ (43,771) |
NET (LOSS) INCOME PER SHARE ATTRIBUTABLE TO COMMON STOCKHOLDERS | ||||
-BASIC (in dollars per share) | $ (0.03) | $ (0.35) | $ 0.35 | $ (0.87) |
-DILUTED (in dollars per share) | $ (0.03) | $ (0.35) | $ 0.34 | $ (0.87) |
WEIGHTED AVERAGE SHARES OF COMMON STOCK OUTSTANDING | ||||
-BASIC (in shares) | 48,461 | 48,132 | 48,400 | 48,089 |
-DILUTED (in shares) | 48,461 | 48,132 | 50,154 | 48,089 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY - USD ($) shares in Thousands, $ in Thousands | Total | Common Stock | Additional Paid-in Capital | Accumulated Deficit | Accumulated Other Comprehensive (Loss) Income | Treasury Stock |
Beginning balance (in shares) at Dec. 31, 2022 | 48,051 | |||||
Beginning balance at Dec. 31, 2022 | $ 1,031,569 | $ 48 | $ 1,325,524 | $ (295,117) | $ 1,370 | $ (256) |
Beginning balance (in shares) at Dec. 31, 2022 | 14 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Exercise of options to purchase common stock (in shares) | 91 | |||||
Exercise of options to purchase common stock | 3,061 | 3,061 | ||||
Vesting of restricted stock units (in shares) | 43 | 0 | ||||
Vesting of restricted stock units | (850) | $ 0 | (850) | |||
Share-based compensation expense | 13,986 | 13,986 | ||||
Purchase of capped call options | (66,211) | (66,211) | ||||
Foreign currency translation | (2,033) | (2,033) | ||||
Net loss | (41,738) | (41,738) | ||||
Ending balance (in shares) at Jun. 30, 2023 | 48,185 | |||||
Ending balance at Jun. 30, 2023 | 937,784 | $ 48 | 1,275,510 | (336,855) | (663) | $ (256) |
Ending balance (in shares) at Jun. 30, 2023 | 14 | |||||
Beginning balance (in shares) at Mar. 31, 2023 | 48,109 | |||||
Beginning balance at Mar. 31, 2023 | 948,907 | $ 48 | 1,267,642 | (319,903) | 1,376 | $ (256) |
Beginning balance (in shares) at Mar. 31, 2023 | 14 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Exercise of options to purchase common stock (in shares) | 56 | |||||
Exercise of options to purchase common stock | 1,107 | 1,107 | ||||
Vesting of restricted stock units (in shares) | 20 | |||||
Vesting of restricted stock units | (248) | (248) | ||||
Share-based compensation expense | 7,009 | 7,009 | ||||
Foreign currency translation | (2,039) | (2,039) | ||||
Net loss | (16,952) | (16,952) | ||||
Ending balance (in shares) at Jun. 30, 2023 | 48,185 | |||||
Ending balance at Jun. 30, 2023 | $ 937,784 | $ 48 | 1,275,510 | (336,855) | (663) | $ (256) |
Ending balance (in shares) at Jun. 30, 2023 | 14 | |||||
Beginning balance (in shares) at Dec. 31, 2023 | 48,263 | 48,277 | ||||
Beginning balance at Dec. 31, 2023 | $ 953,454 | $ 48 | 1,282,984 | (328,731) | (591) | $ (256) |
Beginning balance (in shares) at Dec. 31, 2023 | 14 | 14 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Exercise of options to purchase common stock (in shares) | 145 | 145 | ||||
Exercise of options to purchase common stock | $ 4,196 | 4,196 | ||||
Vesting of restricted stock units (in shares) | 71 | 0 | ||||
Vesting of restricted stock units | (2,159) | (2,159) | ||||
Share-based compensation expense | 23,602 | 23,602 | ||||
Foreign currency translation | (197) | (197) | ||||
Net loss | $ 16,908 | 16,908 | ||||
Ending balance (in shares) at Jun. 30, 2024 | 48,479 | 48,493 | ||||
Ending balance at Jun. 30, 2024 | $ 995,804 | $ 48 | 1,308,623 | (311,823) | (788) | $ (256) |
Ending balance (in shares) at Jun. 30, 2024 | 14 | 14 | ||||
Beginning balance (in shares) at Mar. 31, 2024 | 48,449 | |||||
Beginning balance at Mar. 31, 2024 | $ 977,844 | $ 48 | 1,288,890 | (310,129) | (709) | $ (256) |
Beginning balance (in shares) at Mar. 31, 2024 | 14 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Exercise of options to purchase common stock (in shares) | 40 | |||||
Exercise of options to purchase common stock | 1,381 | 1,381 | ||||
Vesting of restricted stock units (in shares) | 4 | 0 | ||||
Vesting of restricted stock units | (77) | (77) | ||||
Share-based compensation expense | 18,429 | 18,429 | ||||
Foreign currency translation | (79) | (79) | ||||
Net loss | $ (1,694) | (1,694) | ||||
Ending balance (in shares) at Jun. 30, 2024 | 48,479 | 48,493 | ||||
Ending balance at Jun. 30, 2024 | $ 995,804 | $ 48 | $ 1,308,623 | $ (311,823) | $ (788) | $ (256) |
Ending balance (in shares) at Jun. 30, 2024 | 14 | 14 |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2024 | Jun. 30, 2023 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net loss | $ 16,908 | $ (41,738) |
Adjustments to reconcile net income (loss) to net cash flows provided by (used in) operating activities: | ||
Provision for loss on accounts receivable | 13 | 8 |
Loss on disposal of property, plant and equipment | 286 | 464 |
Share-based compensation | 25,755 | 16,862 |
Inventory obsolescence | 699 | 0 |
Depreciation and amortization | 33,324 | 28,930 |
Write-off and amortization of deferred financing costs and loan discount | 1,035 | 3,034 |
Change in operating lease right of use asset | 766 | 807 |
Loss on equity method investment | 0 | 1,890 |
Gain on equity investment | (9,918) | 0 |
Amortization of discount on short-term investments | 0 | (996) |
Changes in operating assets and liabilities: | ||
Accounts receivable | (11,407) | 5,675 |
Inventories | (8,685) | (6,979) |
Prepaid expenses and other current assets | (3,968) | (430) |
Other assets | (1,240) | (3,762) |
Accounts payable | (981) | (7,488) |
Accrued expenses | 6,069 | 4,529 |
Operating lease liability | (837) | (1,037) |
Net cash flows provided by (used in) operating activities | 47,819 | (231) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Purchase of short-term investments | 0 | (113,441) |
Acquisitions of property, plant and equipment, software and deposits on equipment | (94,795) | (102,507) |
Net cash flows used in investing activities | (94,795) | (215,948) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Proceeds from exercise of options to purchase common stock | 4,196 | 3,061 |
Tax withholdings related to net shares settlements of restricted stock units | (1,440) | (850) |
Purchase of capped call options | 0 | (66,211) |
Proceeds from issuance of convertible senior notes | 0 | 393,518 |
Debt issuance costs | 0 | (2,026) |
Principal payments under finance lease obligations | (952) | 0 |
Net cash flows provided by financing activities | 1,804 | 327,492 |
NET CHANGE IN CASH AND CASH EQUIVALENTS | (45,172) | 111,313 |
CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR | 296,871 | 132,735 |
CASH AND CASH EQUIVALENTS, END OF PERIOD | 251,699 | 244,048 |
SUPPLEMENTAL CASH FLOW INFORMATION: | ||
Interest paid | 7,165 | 1,217 |
NON-CASH FINANCING AND INVESTING ACTIVITIES: | ||
Property, plant and equipment purchases in accounts payable and accrued expenses | 14,493 | 34,799 |
Capitalized interest in accrued expenses | 0 | 181 |
Tax withholdings related to net shares settlements of restricted stock units in accrued expenses | $ 719 | $ 0 |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2024 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies: Nature of the Business – Freshpet, Inc. (hereafter referred to as “Freshpet”, the “Company”, “we,” "us" or “our”), a Delaware corporation, manufactures and markets natural fresh meals and treats for dogs and cats. The Company’s products are distributed throughout the United States, Canada and other international markets, into major retail classes including Grocery, Mass, International, Digital, Pet Specialty, and Club. Basis of Presentation – The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the U.S. (“U.S. GAAP”). The unaudited condensed consolidated financial statements include the accounts of the Company as well as the Company’s wholly-owned subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation. The interim unaudited condensed consolidated financial statements have been prepared on the same basis as the annual audited consolidated financial statements and in accordance with the rules and regulations of the United States Securities and Exchange Commission (the “SEC”). In the opinion of management, the interim unaudited financial statements reflect all adjustments, which include only normal recurring adjustments, necessary for the fair presentation of the Company’s financial position as of June 30, 2024, the results of its operations and changes to stockholders’ equity for the three and six months ended June 30, 2024 and 2023, and its cash flows for the six months ended June 30, 2024 and 2023. The results for the three and six months ended June 30, 2024, are not necessarily indicative of results to be expected for the year ending December 31, 2024, or any other interim periods, or any future year or period. All amounts included herein have been rounded except where otherwise stated. As figures are rounded, numbers presented throughout this document may not add up precisely to the totals we provide and percentages may not precisely reflect the absolute figures. These unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and accompanying notes in Item 8 of Part II, “Financial Statements and Supplementary Data,” of our Annual Report on Form 10-K for the year ended December 31, 2023. Estimates and Uncertainties – The preparation of our consolidated financial statements in conformity with U.S. 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 revenues and expenses during the reporting period. Estimates are used in determining, among other items, trade incentives, share-based compensation and useful lives for long-lived assets. Actual results, as determined at a later date, could differ from those estimates. Segments – The Company operates as a single operating segment reporting to its chief operating decision maker. Investment in Unconsolidated Company – The Company utilizes the equity method to account for investments when the Company possesses the ability to exercise significant influence, but not control, over the operating and financial policies of the investee. The ability to exercise significant influence is presumed when an investor possesses more than 20% of the voting interests of the investee. This presumption may be overcome based on specific facts and circumstances that demonstrate that the ability to exercise significant influence is restricted. In applying the equity method, the Company records the investment at cost and subsequently increases or decreases the carrying amount of the investment by its proportionate share of the net income or loss. The Company has elected to record its share of equity in income (losses) of equity method investment on a one-quarter lag based on the most recently available financial statements. Through 2022 , we invested a total of $31,200 in a privately held company that operates in our industry, with no additional investments thereafter. The Company concluded that it is not the primary beneficiary as it does not have the power to direct activities that most significantly impact economic performance. Prior to March 30, 2023 , the Company accounted for the investment under the equity method of accounting based on its ability to exercise significant influence, based on its representation on and the makeup of the investee's Board of Directors. On March 30, 2023 , the Company no longer had representation on the investee's Board of Directors, and therefore determined that significant influence had been lost as of that date. As such, as of March 30, 2023 , the Company stopped accounting for the investment as an equity method investment and began to account for the investment under ASC Topic 321 ("ASC 321"), Investments - Equity Securities. As of June 30, 2024, the Company's ability to exercise significant influence continues to be restricted as it no longer has, or the ability to obtain, board representation and it has no means of participation in any decision making processes as the privately held investee's Board of Directors is closely held. Because the investee is a privately held company, there is not a means to obtain a readily determinable fair value of the entity. The Company follows ASC Topic 321 using the measurement alternative to measure investments in investees that do not have readily determinable fair value and over which the Company does not have significant influence. Under ASC 321, the initial carrying value of the investment is equal to the previous carrying amount of the investment under the equity method. The carrying amount of the investment is subsequently adjusted for any impairment or adjustments resulting from observable price changes in orderly transactions for identical or similar investments of the same issuer, if any. Dividends and distributions, if any, from the investee would be recognized in the period in which they are received and recorded in other income on the consolidated statement of operations. The Company performs a qualitative assessment of whether the investment is impaired at each reporting date. If a qualitative assessment indicates that the investment is impaired, the Company estimates the investment’s fair value in accordance with the principles of ASC Topic 820 (“ASC 820 ” ), Fair Value Measurements and Disclosures. If the fair value is less than the investment’s carrying value, the entity recognizes an impairment loss in earnings equal to the difference between the carrying value and fair value. On March 26, 2024, the investee completed an equity funding, which we concluded represented an orderly transaction for an identical equity security with no differences in rights and obligations. As a result, pursuant to the ASC 321 measurement alternative, we adjusted the carrying amount of our equity investment from $23,528 as of December 31, 2023 to $33,446 as of March 31, 2024, recognizing a gain of $9,918 in earnings for the three-months ended March 31, 2024, based on the observable transactional price of the identical equity security issued by the investee. March 2023 Issuance of $402.5 million of 3.00% Convertible Senior Notes (the "Convertible Notes") - In conjunction with the issuance of the $402.5 million Convertible Notes in March 2023 , the Company evaluated the debt instrument and its embedded features to determine if the contract or the embedded components of the contract qualified as a derivative that would be required to be separately accounted for in accordance with the relevant accounting literature. The Company accounts for the Convertible Notes as a single liability measured at amortized cost. The Company uses the effective interest rate method to amortize the debt issuance costs to interest expense over the respective term of the Convertible Notes. Leases – The Company is a lessee in noncancelable (1) operating leases, and (2) finance leases, which it accounts for in accordance with Accounting Standards Codification (ASC) Topic 842, Leases. The Company determines if an arrangement is or contains a lease at contract inception. The Company recognizes a right of use asset and a lease liability at the lease commencement date. For both operating and finance leases, the right of use asset is initially measured at cost, which comprises the initial amount of the lease liability adjusted for lease payments made at or before the lease commencement date, plus any initial direct costs incurred less any lease incentives received; and the lease liability is initially measured at the present value of the unpaid lease payments at the lease commencement date. The Company's leases do not provide an implicit rate; therefore, the Company uses its incremental borrowing rate based on the information available at the lease commencement date in determining the present value of future payments for those leases. The Company's incremental borrowing rate for a lease is the rate of interest it would have to pay on a collateralized basis to borrow an amount equal to the lease payments under similar terms in a similar economic environment. Right of use assets for the operating and finance leases are periodically reviewed for impairment losses. The Company uses the long-lived assets impairment guidance in ASC Subtopic 360-10, Property, Plant, and Equipment - Overall, to determine whether a right of use asset is impaired, and if so, the amount of the impairment loss to recognize. No such loss was recognized as of June 30, 2024. The Company monitors for events or changes in circumstances that require a reassessment of its leases. When a reassessment results in the remeasurement of a lease liability, a corresponding adjustment is made to the carrying amount of the corresponding right of use asset. The Company has elected the practical expedient to combine lease and non-lease components when determining the right of use asset and lease liability. The Company has also elected not to recognize right of use assets and lease liabilities for short-term leases that have a lease term of 12 months or less. The Company recognizes the lease payments associated with its short-term leases as an expense on a straight-line basis over the lease term. Cash Equivalents – The Company holds treasury bills with original maturities when purchased of less than three months, within cash and cash equivalents, carried at amortized cost on the Consolidated Balance Sheet. Treasury bills have been classified as held-to-maturity as we have the ability and intent to hold them to maturity. As of June 30, 2024, the Company had $79,694 of treasury bills within cash equivalents, which included $256 of amortized discount. As of December 31, 2023, the Company had $134,570 of treasury bills within cash equivalents, which included $692 of amortized discount. Short-Term Investments – The Company, from time to time, holds treasury bills with original maturities when purchased of greater than three months, within short-term investments, carried at amortized cost on the Consolidated Balance Sheet. Treasury bills have been classified as held-to-maturity as we have the ability and intent to hold them to maturity. As of June 30, 2024 and December 31, 2023, there were no short-term investments. Trade Accounts Receivable – The allowance for doubtful accounts is based on the Company's assessment of the collectability of customer accounts. The Company regularly reviews the allowance by considering factors such as historical experience, credit quality, the age of the accounts receivable balances and current economic conditions that may affect a customer's ability to pay. Implementation Costs of Cloud Computing Arrangement – As of June 30, 2024 and December 31, 2023 , the Company's deferred implementation costs of our new ERP system associated with our cloud computing arrangement, which were reflected within prepaid and other assets, were $9,583 and $9,895, respectively. The cost will be recognized over the term of the agreement, which began in the first quarter of 2022 . Fair Value of Financial Instruments – Financial Accounting Standards Board (“FASB”) ASC 820 , Fair Value Measurements and Disclosure guidance specifies a hierarchy of valuation techniques based on whether the inputs to those valuation techniques are observable or unobservable. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect market assumptions. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurement) and the lowest priority to unobservable inputs (Level 3 measurement). The three levels of the fair value hierarchy are as follows: • Level 1 - Unadjusted quoted prices in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date. Level 1 primarily consists of financial instruments whose value is based on quoted market prices such as exchange-traded instruments and listed equities. • Level 2 - Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly (e.g., quoted prices of similar assets or liabilities in active markets, or quoted prices for identical or similar assets or liabilities in markets that are not active). Level 2 includes financial instruments that are valued using models or other valuation methodologies. • Level 3 - Unobservable inputs for the asset or liability. Financial instruments are considered Level 3 when their fair values are determined using pricing models, discounted cash flows or similar techniques and at least one significant model assumption or input is unobservable. Our financial assets and liabilities include cash and cash equivalents, receivables, accounts payable and accrued liabilities, the fair values of which approximate their carrying values due to the short-term nature of these instruments. The Company holds certain financial assets within cash and cash equivalents in the form of held-to-maturity treasury bills as we have the ability and intent to hold them to maturity, as such, they are not fair valued each reporting period but instead measured at amortized cost. The fair value of these assets is based on quoted market prices for the same or similar securities within less active markets, which the Company determined to be Level 2 inputs. As of June 30, 2024 , the fair value of these treasury bills approximates their carrying value due to the short-term nature of these instruments. Certain financial and non-financial assets, including operating lease right-of-use assets and property, plant and equipment are reported at their carrying values and are not subject to recurring fair value measurements. We review our long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. For the investment in equity securities, we have elected the measurement alternative under which we measure this investment at cost minus impairment, if any, plus or minus changes resulting from observable price changes, if any, in orderly transactions for an identical or a similar investment of the same issuer, for which the change in fair value would be included in net income. Refer to Note 6 - Convertible Senior Notes for the fair value of our Convertible Senior Notes. As of June 30, 2024, the Company maintained Level 1 and Level 2 assets and liabilities. Net Sales - Information about the Company’s net sales by class of retailer is as follows: Three Months Ended Six Months Ended June 30, 2024 2023 2024 2023 Grocery, Mass, International and Digital $ 192,255 $ 154,812 $ 376,647 $ 294,999 Pet Specialty and Club 42,998 28,519 82,455 55,854 Net Sales $ 235,253 $ 183,331 $ 459,102 $ 350,853 As of March 31, 2024, the Company is providing a more meaningful breakout of its sales, which now combines pet specialty and club as both classes of retailers service a specific consumer through specialized offerings, which include value focused and or premium products. In contrast, grocery, mass, international and digital offer a wide variety of products. Recently Issued Accounting Pronouncements In November 2023, the Financial Accounting Standards Board ("FASB") issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures to improve reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses. This guidance will be effective for the Company for the annual report for the fiscal year ending December 31, 2024 and subsequent interim periods. Early adoption is permitted and retrospective adoption is required for all prior periods presented. The Company is currently evaluating the provisions of this guidance and its effect on its future consolidated financial statements and plans to adopt the standard on its effective date. |
Inventories, net
Inventories, net | 6 Months Ended |
Jun. 30, 2024 | |
Inventory Disclosure [Abstract] | |
Inventories, net | Inventories, net: June 30, December 31, Raw Materials and Work in Process $ 14,614 $ 16,055 Packaging Components Material 6,633 5,607 Finished Goods 52,005 41,576 Inventories, net $ 73,252 $ 63,238 |
Property, Plant and Equipment,
Property, Plant and Equipment, net | 6 Months Ended |
Jun. 30, 2024 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment, net | Property, Plant and Equipment, net: June 30, December 31, Refrigeration Equipment $ 185,031 $ 167,956 Machinery and Equipment 252,476 242,256 Building, Land, and Improvements 555,164 535,003 Furniture and Office Equipment 16,984 14,987 Leasehold Improvements 12 1,319 Construction in Progress 227,047 187,952 Finance Lease Right of Use Asset 28,478 29,187 1,265,192 1,178,660 Less: Accumulated Depreciation and Amortization (232,462) (199,496) Property, Plant and Equipment, net $ 1,032,730 $ 979,164 Depreciation and amortization expense related to property, plant and equipment for the three and six months ended June 30, 2024 totaled $17,311 and $33,117, respectively, of which $12,539 and $23,890, respectively, was recorded to cost of goods sold with the remainder of depreciation expense recorded to selling, general and administrative expense. Depreciation expense related to property, plant and equipment for the three and six months ended June 30, 2023 totaled $14,346 and $28,740, respectively, of which $10,618 and $21,339, respectively, was recorded to cost of goods sold with the remainder of depreciation expense recorded to selling, general and administrative expense. |
Accrued Expenses
Accrued Expenses | 6 Months Ended |
Jun. 30, 2024 | |
Payables and Accruals [Abstract] | |
Accrued Expenses | Accrued Expenses: June 30, December 31, Accrued Compensation and Employee Related Costs $ 21,622 $ 19,307 Accrued Chiller Cost 3,593 7,478 Accrued Customer Consideration 733 1,228 Accrued Freight 4,083 6,078 Accrued Production Expenses 4,806 6,928 Accrued Corporate and Marketing Expenses 10,661 3,627 Accrued Interest 3,019 3,019 Other Accrued Expenses 4,367 2,151 Accrued Expenses $ 52,884 $ 49,816 |
Debt
Debt | 6 Months Ended |
Jun. 30, 2024 | |
Debt Disclosure [Abstract] | |
Debt | Debt: On February 19, 2021 , the Company entered into the Sixth Amended and Restated Loan and Security Agreement ("Credit Agreement"), which provided for a $350,000 senior secured credit facility (as amended the "Credit Facility"), encompassing a $300,000 delayed draw term loan facility (the "Delayed Draw Facility") and a $50,000 revolving loan facility (the "Revolving Loan Facility"). On March 15, 2023 , the Company terminated the Credit Agreement in connection with the offering of the Convertible Notes (as defined below) and it had no borrowings outstanding under the Credit Facility as of such date. Interest expense and fees totaled $2,785 in 2023, which included $2,478 of debt issuance costs written off in conjunction with the termination of the Credit Facility in March 2023. There was $0 of accrued interest on the credit facilities as of December 31, 2023. In March 2023 , we issued $402,500 aggregate principal amount of 3.0% convertible senior notes due 2028 (the “Convertible Notes”). The Convertible Notes were issued in a private offering to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933 , as amended (the “Securities Act”). The net proceeds from the sale of the Convertible Notes were approximately $391,492 after deducting offering and issuance costs related to the Convertible Notes and before the 2023 Capped Call transactions, as described below. The Convertible Notes are our senior, unsecured obligations and accrue interest at a rate of 3.0% per annum, payable semi-annually in arrears on April 1 and October 1 of each year, beginning on October 1, 2023 . The Convertible Notes will mature on April 1, 2028 unless earlier converted, redeemed or repurchased by us. Before January 3, 2028, noteholders will have the right to convert their Convertible Notes only under the following circumstances: (1) during any calendar quarter commencing after the calendar quarter ended on June 30, 2023 ( and only during such calendar quarter), if the last reported sale price of our common stock, par value $0.001 per share (the "common stock"), for each of at least 20 trading days (whether or not consecutive) during a period of 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding calendar quarter is greater than or equal to 130% of the conversion price on each applicable trading day; (2) during the five consecutive business day period immediately after any 10 consecutive trading day period (the "measurement period") in which the trading price per $1,000 principal amount of notes, as determined following a request by a holder or holders of the Convertible Notes in the manner described in indenture pursuant to which the Convertible Notes were issued and are governed (the “Indenture”), for each trading day of the measurement period, was less than 98% of the product of the last reported sale price of our common stock and the conversion rate on each such trading day; (3) if we call any or all of the Convertible Notes for redemption, but only with respect to the convertible notes called (or deemed called) for redemption; or (4) upon the occurrence of specified corporate events (e.g., a fundamental change or the making of certain distributions). On or after January 3, 2028, until the close of business on the second scheduled trading day immediately preceding the maturity date, a holder may convert its Convertible Notes at any time, regardless of the foregoing circumstances. As of March 31, 2024, noteholders had the right to early convert under the 130% early conversion feature, with such conversion right exercisable only during the second quarter of 2024. No early conversions occurred during the second quarter. As of June 30, 2024, noteholders have the right to early convert under the 130% early conversion feature, with such conversion right exercisable only during the third quarter of 2024. As of the date of this filing, no early conversions have occurred during the third quarter of 2024. We will settle conversions by paying or delivering, as applicable, cash, shares of our common stock or a combination of cash and shares of our common stock, at our election. The initial conversion rate for the Convertible Notes is 14.3516 shares of common stock per $1,000 principal amount of Notes, which represents an initial conversion price of approximately $69.68 per share of common stock. The conversion rate and conversion price are subject to customary adjustments upon the occurrence of certain events. In addition, in connection with a make-whole fundamental change (as defined in the Indenture), which shall include among other things the Company's delivery of a notice of redemption, the Company will, in certain circumstances, increase the conversion rate for a holder who elects to convert its notes in connection with such a corporate event or redemption, as the case may be. We may not redeem the Convertible Notes prior to April 3, 2026. We may redeem for cash all or any portion of the Convertible Notes, at our option, on or after April 3, 2026 and on or before the 40 th scheduled trading day immediately preceding the maturity date, if the last reported sale price of our common stock has been at least 130% of the conversion price then in effect for each of at least 20 trading days (whether or not consecutive) during the 30 consecutive trading day period (including the last trading day of such period) ending on, and including, the trading day immediately preceding the date on which we send the notice of redemption, at a redemption price equal to 100% of the principal amount of the Convertible Notes to be redeemed, plus accrued and unpaid interest to, but excluding, the redemption date. However, we may not redeem less than all of the outstanding Convertible Notes unless at least $100 million aggregate principal amount of Convertible Notes are outstanding and not called for redemption as of the time we send the related redemption notice. Upon the occurrence of a fundamental change (as defined in the Indenture), holders may require the Company to repurchase for cash all or any portion of their Convertible Notes at a fundamental change repurchase price equal to 100% of the principal amount of the Convertible Notes to be repurchased, plus accrued and unpaid additional interest, if any, to, but excluding, the fundamental change repurchase date. The effective interest rate for the Convertible Notes is 3.59%. Transaction costs of $11,008 attributable to the issuance of the Convertible Notes were recorded as a direct deduction from the related debt liability in the Consolidated Balance Sheet and are amortized to interest expense over the term of the Convertible Notes using the effective interest method. The Company measures the fair value of its Convertible Notes for disclosure purposes. The fair value is based on observable market prices for this debt, which is traded in less active markets and is therefore classified as a Level 2 fair value measurement. The following table discloses the carrying value and fair value of the Company's Convertible Notes as of June 30, 2024 : As of June 30, 2024 Carrying Value (1) Fair Value 3.00% Convertible Senior Notes Maturing April 1, 2028 394,108 786,888 Total 394,108 786,888 (1) The carrying amounts presented are net of unamortized debt issuance costs of $8,392 as of June 30, 2024 . Lender fees that were paid upfront to the lenders and debt issuance fees paid to third parties are recorded as a discount to the carrying amount of debt and are being amortized to interest expense over the life of the debt. The total interest expense for the three and six months ended June 30, 2024 , recognized related to the Convertible Notes consists of the following: Three Months Ended Six Months Ended June 30, 2024 Contractual interest expense 3,019 6,038 Amortization of issuance costs 520 1,034 Total 3,539 7,072 |
Convertible Senior Notes
Convertible Senior Notes | 6 Months Ended |
Jun. 30, 2024 | |
Debt Disclosure [Abstract] | |
Convertible Senior Notes | Debt: On February 19, 2021 , the Company entered into the Sixth Amended and Restated Loan and Security Agreement ("Credit Agreement"), which provided for a $350,000 senior secured credit facility (as amended the "Credit Facility"), encompassing a $300,000 delayed draw term loan facility (the "Delayed Draw Facility") and a $50,000 revolving loan facility (the "Revolving Loan Facility"). On March 15, 2023 , the Company terminated the Credit Agreement in connection with the offering of the Convertible Notes (as defined below) and it had no borrowings outstanding under the Credit Facility as of such date. Interest expense and fees totaled $2,785 in 2023, which included $2,478 of debt issuance costs written off in conjunction with the termination of the Credit Facility in March 2023. There was $0 of accrued interest on the credit facilities as of December 31, 2023. In March 2023 , we issued $402,500 aggregate principal amount of 3.0% convertible senior notes due 2028 (the “Convertible Notes”). The Convertible Notes were issued in a private offering to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933 , as amended (the “Securities Act”). The net proceeds from the sale of the Convertible Notes were approximately $391,492 after deducting offering and issuance costs related to the Convertible Notes and before the 2023 Capped Call transactions, as described below. The Convertible Notes are our senior, unsecured obligations and accrue interest at a rate of 3.0% per annum, payable semi-annually in arrears on April 1 and October 1 of each year, beginning on October 1, 2023 . The Convertible Notes will mature on April 1, 2028 unless earlier converted, redeemed or repurchased by us. Before January 3, 2028, noteholders will have the right to convert their Convertible Notes only under the following circumstances: (1) during any calendar quarter commencing after the calendar quarter ended on June 30, 2023 ( and only during such calendar quarter), if the last reported sale price of our common stock, par value $0.001 per share (the "common stock"), for each of at least 20 trading days (whether or not consecutive) during a period of 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding calendar quarter is greater than or equal to 130% of the conversion price on each applicable trading day; (2) during the five consecutive business day period immediately after any 10 consecutive trading day period (the "measurement period") in which the trading price per $1,000 principal amount of notes, as determined following a request by a holder or holders of the Convertible Notes in the manner described in indenture pursuant to which the Convertible Notes were issued and are governed (the “Indenture”), for each trading day of the measurement period, was less than 98% of the product of the last reported sale price of our common stock and the conversion rate on each such trading day; (3) if we call any or all of the Convertible Notes for redemption, but only with respect to the convertible notes called (or deemed called) for redemption; or (4) upon the occurrence of specified corporate events (e.g., a fundamental change or the making of certain distributions). On or after January 3, 2028, until the close of business on the second scheduled trading day immediately preceding the maturity date, a holder may convert its Convertible Notes at any time, regardless of the foregoing circumstances. As of March 31, 2024, noteholders had the right to early convert under the 130% early conversion feature, with such conversion right exercisable only during the second quarter of 2024. No early conversions occurred during the second quarter. As of June 30, 2024, noteholders have the right to early convert under the 130% early conversion feature, with such conversion right exercisable only during the third quarter of 2024. As of the date of this filing, no early conversions have occurred during the third quarter of 2024. We will settle conversions by paying or delivering, as applicable, cash, shares of our common stock or a combination of cash and shares of our common stock, at our election. The initial conversion rate for the Convertible Notes is 14.3516 shares of common stock per $1,000 principal amount of Notes, which represents an initial conversion price of approximately $69.68 per share of common stock. The conversion rate and conversion price are subject to customary adjustments upon the occurrence of certain events. In addition, in connection with a make-whole fundamental change (as defined in the Indenture), which shall include among other things the Company's delivery of a notice of redemption, the Company will, in certain circumstances, increase the conversion rate for a holder who elects to convert its notes in connection with such a corporate event or redemption, as the case may be. We may not redeem the Convertible Notes prior to April 3, 2026. We may redeem for cash all or any portion of the Convertible Notes, at our option, on or after April 3, 2026 and on or before the 40 th scheduled trading day immediately preceding the maturity date, if the last reported sale price of our common stock has been at least 130% of the conversion price then in effect for each of at least 20 trading days (whether or not consecutive) during the 30 consecutive trading day period (including the last trading day of such period) ending on, and including, the trading day immediately preceding the date on which we send the notice of redemption, at a redemption price equal to 100% of the principal amount of the Convertible Notes to be redeemed, plus accrued and unpaid interest to, but excluding, the redemption date. However, we may not redeem less than all of the outstanding Convertible Notes unless at least $100 million aggregate principal amount of Convertible Notes are outstanding and not called for redemption as of the time we send the related redemption notice. Upon the occurrence of a fundamental change (as defined in the Indenture), holders may require the Company to repurchase for cash all or any portion of their Convertible Notes at a fundamental change repurchase price equal to 100% of the principal amount of the Convertible Notes to be repurchased, plus accrued and unpaid additional interest, if any, to, but excluding, the fundamental change repurchase date. The effective interest rate for the Convertible Notes is 3.59%. Transaction costs of $11,008 attributable to the issuance of the Convertible Notes were recorded as a direct deduction from the related debt liability in the Consolidated Balance Sheet and are amortized to interest expense over the term of the Convertible Notes using the effective interest method. The Company measures the fair value of its Convertible Notes for disclosure purposes. The fair value is based on observable market prices for this debt, which is traded in less active markets and is therefore classified as a Level 2 fair value measurement. The following table discloses the carrying value and fair value of the Company's Convertible Notes as of June 30, 2024 : As of June 30, 2024 Carrying Value (1) Fair Value 3.00% Convertible Senior Notes Maturing April 1, 2028 394,108 786,888 Total 394,108 786,888 (1) The carrying amounts presented are net of unamortized debt issuance costs of $8,392 as of June 30, 2024 . Lender fees that were paid upfront to the lenders and debt issuance fees paid to third parties are recorded as a discount to the carrying amount of debt and are being amortized to interest expense over the life of the debt. The total interest expense for the three and six months ended June 30, 2024 , recognized related to the Convertible Notes consists of the following: Three Months Ended Six Months Ended June 30, 2024 Contractual interest expense 3,019 6,038 Amortization of issuance costs 520 1,034 Total 3,539 7,072 |
Purchase of Capped Call Options
Purchase of Capped Call Options | 6 Months Ended |
Jun. 30, 2024 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Purchase of Capped Call Options | Purchase of Capped Call Options: In connection with the pricing of the Convertible Notes issued in March 2023 , we used $66,211 of the net proceeds from the Convertible Notes to enter into privately negotiated capped call transactions (collectively, the “Capped Call Transactions”) with certain financial institutions. The Capped Call Transactions are generally expected to reduce potential dilution to holders of our common stock upon any conversion of the Convertible Notes and/or offset any cash payments we are required to make in excess of the principal amount of the Convertible Notes upon conversion of the Convertible Notes in the event that the market price per share of our common stock is greater than the strike price of the Capped Call Transactions, with such reduction and/or offset subject to a cap. The Capped Call Transactions have an initial cap price of approximately $120.23 per share, which represents a premium of 120% over the last reported sale price of our common stock of $54.65 per share on March 15, 2023 , and is subject to certain adjustments under the terms of the Capped Call Transactions. Collectively, the Capped Call Transactions cover, initially, the number of shares of our common stock underlying the Convertible Notes, subject to anti-dilution adjustments substantially similar to those applicable to the Convertible Notes. The Capped Call Transactions are accounted for as freestanding derivatives and recorded at the initial fair value in additional paid-in-capital in the Consolidated Balance Sheet with no recorded subsequent change to fair value as long as they meet the criteria for equity classification. As of June 30, 2024 , the instrument continued to qualify for equity classification. |
Leases
Leases | 6 Months Ended |
Jun. 30, 2024 | |
Leases [Abstract] | |
Leases | Leases We have various noncancelable operating lease agreements for office and warehouse space with original remaining lease terms of two years to nine years, some of which include an option to extend the lease term for up to four years. Because the Company is not reasonably certain to exercise the renewal options on these lease arrangements, the options are not considered in determining the lease term and associated potential option payments are excluded from lease payments. The Company’s leases generally do not include termination options for either party to the lease or restrictive financial or other covenants. During the third quarter of 2023 , we also entered into a finance lease agreement for manufacturing equipment with an initial term of ten years, which includes an option to extend the lease term for up to ten years, which the Company is not reasonably certain to exercise. The agreement did not include termination options for either party to the lease or restrictive financial or other covenants. In connection with the manufacturing equipment lease, which is a new asset class, we elected the practical expedient to combine lease and non-lease components to determine the right of use asset and lease liability. Weighted-average remaining lease term (in years) and discount rate related to operating and finance leases were as follows: Operating Leases Finance Lease Weighted-average remaining lease term 2.77 9.0 Weighted-average discount rate 6.2 % 8.6 % As most of our leases do not provide an implicit rate, we use our incremental borrowing rate based on the information available at the commencement date to determine the present value of lease payments. Maturities of lease liabilities under noncancelable operating leases and finance lease as of June 30, 2024 were as follows: As of June 30, 2024 Operating Leases Finance Lease 2024 (a) $ 595 $ 2,111 2025 1,210 4,221 2026 1,239 4,221 2027 337 4,221 2028 and beyond — 23,217 Total lease payments $ 3,381 $ 37,991 Less: Imputed interest (283) (11,605) Present value of lease liabilities $ 3,098 $ 26,386 (a) Excluding the six months ended June 30, 2024. A summary of lease costs for the three and six months ended June 30, 2024 and 2023 was as follows: Three Months Ended Six Months Ended 2024 2023 2024 2023 Operating Lease: Lease cost Cost of goods sold and selling, general and administrative $ 438 $ 438 $ 876 $ 876 Finance Lease: Amortization of right of use asset Cost of goods sold $ 712 $ - $ 1,388 $ - Interest on lease liabilities Interest expense $ 574 $ - $ 1,127 $ - Variable lease cost (b) Inventory/Cost of goods sold (b) $ 3,308 $ - $ 6,669 $ - (b) Variable lease cost primarily consists of the procurement and manufacturing costs capitalized to inventory. For the three and six months ended June 30, 2024, $3,308 and $6,669, respectively, of variable lease cost were capitalized to inventory and will be captured as part of cost of goods sold as the inventory turns. Supplemental balance sheet information as of June 30, 2024 and December 31, 2023 related to leases are as follows: As of June 30, 2024 As of December 31, 2023 Assets: Operating leases Operating lease right of use assets $ 2,851 $ 3,616 Finance lease, net Property, plant and equipment, net 25,630 27,728 Total lease assets $ 28,481 $ 31,344 Liabilities: Current: Operating lease liabilities Current operating lease liabilities $ 1,034 $ 1,312 Finance lease liabilities Current finance lease liabilities 2,031 1,998 Long-term: Operating lease liabilities Long term operating lease liabilities 2,064 2,591 Finance lease liabilities Long term finance lease liabilities 24,355 26,080 Total lease liabilities $ 29,484 $ 31,981 Supplemental cash flow information and non-cash activity relating to operating and finance leases are as follows: Three Months Ended Six Months Ended June 30, Operating cash flow information: 2024 2023 2024 2023 Cash paid for amounts included in the measurement of operating lease liabilities $ 462 $ 452 $ 916 $ 897 Cash paid for amounts included in the measurement of finance lease liabilities (i.e. interest) $ 574 $ - $ 1,127 $ - Finance cash flow information: Cash paid for amounts included in the measurement of finance lease liabilities (i.e. principal payment) $ 481 $ - $ 952 $ - |
Leases | Leases We have various noncancelable operating lease agreements for office and warehouse space with original remaining lease terms of two years to nine years, some of which include an option to extend the lease term for up to four years. Because the Company is not reasonably certain to exercise the renewal options on these lease arrangements, the options are not considered in determining the lease term and associated potential option payments are excluded from lease payments. The Company’s leases generally do not include termination options for either party to the lease or restrictive financial or other covenants. During the third quarter of 2023 , we also entered into a finance lease agreement for manufacturing equipment with an initial term of ten years, which includes an option to extend the lease term for up to ten years, which the Company is not reasonably certain to exercise. The agreement did not include termination options for either party to the lease or restrictive financial or other covenants. In connection with the manufacturing equipment lease, which is a new asset class, we elected the practical expedient to combine lease and non-lease components to determine the right of use asset and lease liability. Weighted-average remaining lease term (in years) and discount rate related to operating and finance leases were as follows: Operating Leases Finance Lease Weighted-average remaining lease term 2.77 9.0 Weighted-average discount rate 6.2 % 8.6 % As most of our leases do not provide an implicit rate, we use our incremental borrowing rate based on the information available at the commencement date to determine the present value of lease payments. Maturities of lease liabilities under noncancelable operating leases and finance lease as of June 30, 2024 were as follows: As of June 30, 2024 Operating Leases Finance Lease 2024 (a) $ 595 $ 2,111 2025 1,210 4,221 2026 1,239 4,221 2027 337 4,221 2028 and beyond — 23,217 Total lease payments $ 3,381 $ 37,991 Less: Imputed interest (283) (11,605) Present value of lease liabilities $ 3,098 $ 26,386 (a) Excluding the six months ended June 30, 2024. A summary of lease costs for the three and six months ended June 30, 2024 and 2023 was as follows: Three Months Ended Six Months Ended 2024 2023 2024 2023 Operating Lease: Lease cost Cost of goods sold and selling, general and administrative $ 438 $ 438 $ 876 $ 876 Finance Lease: Amortization of right of use asset Cost of goods sold $ 712 $ - $ 1,388 $ - Interest on lease liabilities Interest expense $ 574 $ - $ 1,127 $ - Variable lease cost (b) Inventory/Cost of goods sold (b) $ 3,308 $ - $ 6,669 $ - (b) Variable lease cost primarily consists of the procurement and manufacturing costs capitalized to inventory. For the three and six months ended June 30, 2024, $3,308 and $6,669, respectively, of variable lease cost were capitalized to inventory and will be captured as part of cost of goods sold as the inventory turns. Supplemental balance sheet information as of June 30, 2024 and December 31, 2023 related to leases are as follows: As of June 30, 2024 As of December 31, 2023 Assets: Operating leases Operating lease right of use assets $ 2,851 $ 3,616 Finance lease, net Property, plant and equipment, net 25,630 27,728 Total lease assets $ 28,481 $ 31,344 Liabilities: Current: Operating lease liabilities Current operating lease liabilities $ 1,034 $ 1,312 Finance lease liabilities Current finance lease liabilities 2,031 1,998 Long-term: Operating lease liabilities Long term operating lease liabilities 2,064 2,591 Finance lease liabilities Long term finance lease liabilities 24,355 26,080 Total lease liabilities $ 29,484 $ 31,981 Supplemental cash flow information and non-cash activity relating to operating and finance leases are as follows: Three Months Ended Six Months Ended June 30, Operating cash flow information: 2024 2023 2024 2023 Cash paid for amounts included in the measurement of operating lease liabilities $ 462 $ 452 $ 916 $ 897 Cash paid for amounts included in the measurement of finance lease liabilities (i.e. interest) $ 574 $ - $ 1,127 $ - Finance cash flow information: Cash paid for amounts included in the measurement of finance lease liabilities (i.e. principal payment) $ 481 $ - $ 952 $ - |
Warrants
Warrants | 6 Months Ended |
Jun. 30, 2024 | |
Equity [Abstract] | |
Warrants | Warrants (in thousands, except share data): In connection with an agreement we entered into with operators of Freshpet Kitchens South during the third quarter of 2022 in exchange for services, we issued our partner warrants to purchase up to an aggregate of 194,000 shares of voting common stock of the Company at a purchase price of $0.01 per share. The Company determined these warrants are accounted for under FASB ASC 718 Stock Compensation. The warrants were recorded as a prepaid expense as the warrants were exercisable at the grant date. The prepaid expense will be amortized within Cost of Goods Sold as services are provided by the supplier. As of June 30, 2024 , the warrants were fully amortized. As of December 31, 2023 , there were $2,027 of warrants in prepaid expense and $0 of warrants in other assets. During 2022 , 194,000 warrants were both issued and exercised, respectively. The grant date fair value of warrants granted during 2022 was $50.32 per share. Total amortization associated with partner warrants for the three and six months ended June 30, 2024 was $811 and $2,027, respectively. Total amortization associated with partner warrants for the three and six months ended June 30, 2023 was $1,438 and $2,876, respectively. |
Equity Incentive Plans
Equity Incentive Plans | 6 Months Ended |
Jun. 30, 2024 | |
Equity [Abstract] | |
Equity Incentive Plans | Equity Incentive Plans: Total compensation cost for share-based payments recognized for the three and six months ended June 30, 2024 totaled $18,722 and $23,728, respectively, of which $1,409 and $2,814, respectively, was recorded to cost of goods sold with the remainder recorded to selling, general and administrative expense. The share-based compensation cost includes an adjustment related to the reassessment of the probability of achieving performance conditions related to certain outstanding share-based awards. Total compensation cost for share-based payments recognized for the three and six months ended June 30, 2023 totaled $7,009 and $13,986, respectively, of which $1,654 and $3,240, respectively, was recorded to cost of goods sold with the remainder recorded to selling, general and administrative expense. During the six months ended June 30, 2024 , 0 stock options were granted and 145 stock options were exercised. During the six months ended June 30, 2024 , 99 restricted stock units were granted at a weighted average grant-date fair market value of $105.64. During the six months ended June 30, 2024 , 71 restricted stock units vested. |
Net Income (Loss) Per Share Att
Net Income (Loss) Per Share Attributable to Common Stockholders | 6 Months Ended |
Jun. 30, 2024 | |
Earnings Per Share [Abstract] | |
Net Income (Loss) Per Share Attributable to Common Stockholders | Net Income (Loss) Per Share Attributable to Common Stockholders: Basic net income (loss) per share of common stock is calculated by dividing net income (loss) attributable to common stockholders by the weighted-average number of shares of common stock outstanding for the period. Diluted net income (loss) per share of common stock is computed by giving effect to all potentially dilutive securities. For purpose of determining diluted earnings per common share, the treasury stock method is used for stock options, warrants, and RSUs, and the if-converted method is used for convertible instruments such as convertible debt as prescribed in FASB ASC Topic 260 . In conjunction with the issuance of the $402.5 million Convertible Notes in March 2023 , the Company used $66.2 million of the proceeds to purchase capped call instruments. In accordance with FASB ASC 260 , antidilutive contracts, such as purchased put options and purchased call options are excluded from the computation of diluted net income (loss) per share. Accordingly, any potential impact resulting from capped call transactions is excluded from our computation of diluted net income (loss) per share. For the six months ended June 30, 2024, diluted net income per share attributable to common stockholders is shown below. For the three months ended June 30, 2024, and for the three and six months ended June 30, 2023, diluted net loss per common share is the same as basic net loss per common share, due to the fact that potentially dilutive securities would have an antidilutive effect as the Company incurred a net loss in those periods. Six Months Ended June 30, 2024 Net Income Attributable to Common Stockholders $ 16,908 Weighted Average Common Shares Outstanding, Basic 48,400 Service Period Stock Options 689 Restricted Stock Units 234 Performance Stock Options 831 Convertible Notes — Weighted Average Common Shares Outstanding, Diluted 50,154 Basic Net Income per Share $ 0.35 Diluted Net Income per Share $ 0.34 The potentially dilutive securities excluded from the determination of diluted income (loss) per share, as their effect is antidilutive, are as follows (in thousands): Three Months Ended Six Months Ended June 30, 2024 2023 2024 2023 Service Period Stock Options 682 1,203 — 1,230 Restricted Stock Units 239 518 — 392 Performance Stock Options 804 1,117 — 1,117 Convertible Notes 5,776 5,776 5,776 5,776 Total 7,500 8,614 5,776 8,515 |
Concentrations
Concentrations | 6 Months Ended |
Jun. 30, 2024 | |
Risks and Uncertainties [Abstract] | |
Concentrations | Concentrations: Concentration of Credit Risk —The Company maintains its cash balances in financial institutions that are insured by the Federal Deposit Insurance Corporation (“FDIC”) up to $250 each. At times, such balances may be in excess of the FDIC insurance limit. |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2024 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies: Commitments - In August 2023, we entered into a lease arrangement for a to-be constructed office space, which will contribute right of use assets and lease liabilities upon lease commencement, which is currently anticipated to occur by the first half of 2025. As of June 30, 2024, the future commitments related to this arrangement are not determinable as they are variable in nature. Legal Obligations - We are currently involved in various claims and legal actions that arise in the ordinary course of our business. None of these claims or proceedings, most of which are covered by insurance, are expected to have a material adverse effect on our business, financial condition, results of operations or cash flows. However, a significant increase in the number of these claims or an increase in amounts owing under successful claims could materially and adversely affect our business, financial condition, results of operations or cash flows. On April 8, 2022 , Phillips Feed Service, Inc., d/b/a Phillips Feed And Pet Supply ("Phillips") filed a complaint against the Company in U.S. District Court for the Eastern District of Pennsylvania (Allentown Division) for damages allegedly sustained as a result of the termination of the Company's distribution arrangement with Phillips, a former distributor of Freshpet products. Phillips asserts a claim for breach of contract, and seeks monetary damages in excess of $8,300 based on a claimed "termination payment" under a 2018 "Letter Of Intent" and additional damages based on a claim for improper notice of termination. Phillips also claims a right of setoff with respect to monies owed by Phillips to the Company. On July 5, 2022 , the Company answered the complaint disputing the claimed damages, assertions of breach of contract, and the right of offset. In addition, the Company counterclaimed breach of contract for amounts owed to Freshpet earned while Phillips served as an authorized distributor of Freshpet product. As of December 31, 2022 , due to the claims and counterclaims between the parties, the Company reclassified the amounts due from Phillips of $8,971 to other noncurrent assets. The fact discovery period in this action closed on December 31, 2023. The expert discovery phase closed on March 31, 2024. Phillips filed a Motion for Partial Summary Judgment ("MSJ") on April 1, 2024, and on April 29, 2024, the court ordered all further proceedings and deadlines as reflected in its November 15, 2023 Case Management Order to be extended for 60 days. On July 24, 2024, the Judge entered a new Case Management Order providing a deadline of September 13, 2024 for the Company to respond to the MSJ and scheduling the case for a non-jury trial on November 12, 2024. Based on information currently available and advice of counsel, we do not believe that the outcome of this matter is likely to have a material adverse effect on our business, financial condition, results of operations or liquidity. However, in the event of unexpected further developments, it is possible that the ultimate resolution of this matter, if unfavorable, may be materially adverse to our business, financial condition, results of operations or liquidity. Legal costs such as outside counsel fees and expenses are charged to selling, general and administrative expenses in the period incurred. |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2024 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events: The Company evaluates events that have occurred after the balance sheet date but before the financial statements are issued for recognition or disclosures. |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Pay vs Performance Disclosure | ||||
Net loss | $ (1,694) | $ (16,952) | $ 16,908 | $ (41,738) |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended |
Jun. 30, 2024 | |
Trading Arrangements, by Individual | |
Rule 10b5-1 Arrangement Adopted | false |
Non-Rule 10b5-1 Arrangement Adopted | false |
Rule 10b5-1 Arrangement Terminated | false |
Non-Rule 10b5-1 Arrangement Terminated | false |
Significant Accounting Policies
Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2024 | |
Accounting Policies [Abstract] | |
Nature of the Business | Freshpet, Inc. (hereafter referred to as “Freshpet”, the “Company”, “we,” "us" or “our”), a Delaware corporation, manufactures and markets natural fresh meals and treats for dogs and cats. The Company’s products are distributed throughout the United States, Canada and other international markets, into major retail classes including Grocery, Mass, International, Digital, Pet Specialty, and Club. |
Basis of Presentation | The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the U.S. (“U.S. GAAP”). The unaudited condensed consolidated financial statements include the accounts of the Company as well as the Company’s wholly-owned subsidiaries.The interim unaudited condensed consolidated financial statements have been prepared on the same basis as the annual audited consolidated financial statements and in accordance with the rules and regulations of the United States Securities and Exchange Commission (the “SEC”). In the opinion of management, the interim unaudited financial statements reflect all adjustments, which include only normal recurring adjustments, necessary for the fair presentation of the Company’s financial position as of June 30, 2024, the results of its operations and changes to stockholders’ equity for the three and six months ended June 30, 2024 and 2023, and its cash flows for the six months ended June 30, 2024 and 2023. The results for the three and six months ended June 30, 2024, are not necessarily indicative of results to be expected for the year ending December 31, 2024, or any other interim periods, or any future year or period. All amounts included herein have been rounded except where otherwise stated. As figures are rounded, numbers presented throughout this document may not add up precisely to the totals we provide and percentages may not precisely reflect the absolute figures. These unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and accompanying notes in Item 8 of Part II, “Financial Statements and Supplementary Data,” of our Annual Report on Form 10-K for the year ended December 31, 2023. |
Consolidation | All intercompany accounts and transactions have been eliminated in consolidation. |
Estimates and Uncertainties | The preparation of our consolidated financial statements in conformity with U.S. 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 revenues and expenses during the reporting period. Estimates are used in determining, among other items, trade incentives, share-based compensation and useful lives for long-lived assets. Actual results, as determined at a later date, could differ from those estimates. |
Segments | The Company operates as a single operating segment reporting to its chief operating decision maker. |
Investment in Unconsolidated Company | The Company utilizes the equity method to account for investments when the Company possesses the ability to exercise significant influence, but not control, over the operating and financial policies of the investee. The ability to exercise significant influence is presumed when an investor possesses more than 20% of the voting interests of the investee. This presumption may be overcome based on specific facts and circumstances that demonstrate that the ability to exercise significant influence is restricted. In applying the equity method, the Company records the investment at cost and subsequently increases or decreases the carrying amount of the investment by its proportionate share of the net income or loss. The Company has elected to record its share of equity in income (losses) of equity method investment on a one-quarter lag based on the most recently available financial statements. Through 2022 , we invested a total of $31,200 in a privately held company that operates in our industry, with no additional investments thereafter. The Company concluded that it is not the primary beneficiary as it does not have the power to direct activities that most significantly impact economic performance. Prior to March 30, 2023 , the Company accounted for the investment under the equity method of accounting based on its ability to exercise significant influence, based on its representation on and the makeup of the investee's Board of Directors. On March 30, 2023 , the Company no longer had representation on the investee's Board of Directors, and therefore determined that significant influence had been lost as of that date. As such, as of March 30, 2023 , the Company stopped accounting for the investment as an equity method investment and began to account for the investment under ASC Topic 321 ("ASC 321"), Investments - Equity Securities. As of June 30, 2024, the Company's ability to exercise significant influence continues to be restricted as it no longer has, or the ability to obtain, board representation and it has no means of participation in any decision making processes as the privately held investee's Board of Directors is closely held. Because the investee is a privately held company, there is not a means to obtain a readily determinable fair value of the entity. The Company follows ASC Topic 321 using the measurement alternative to measure investments in investees that do not have readily determinable fair value and over which the Company does not have significant influence. Under ASC 321, the initial carrying value of the investment is equal to the previous carrying amount of the investment under the equity method. The carrying amount of the investment is subsequently adjusted for any impairment or adjustments resulting from observable price changes in orderly transactions for identical or similar investments of the same issuer, if any. Dividends and distributions, if any, from the investee would be recognized in the period in which they are received and recorded in other income on the consolidated statement of operations. The Company performs a qualitative assessment of whether the investment is impaired at each reporting date. If a qualitative assessment indicates that the investment is impaired, the Company estimates the investment’s fair value in accordance with the principles of ASC Topic 820 (“ASC 820 ” ), Fair Value Measurements and Disclosures. If the fair value is less than the investment’s carrying value, the entity recognizes an impairment loss in earnings equal to the difference between the carrying value and fair value. On March 26, 2024, the investee completed an equity funding, which we concluded represented an orderly transaction for an identical equity security with no differences in rights and obligations. As a result, pursuant to the ASC 321 measurement alternative, we adjusted the carrying amount of our equity investment from $23,528 as of December 31, 2023 to $33,446 as of March 31, 2024, recognizing a gain of $9,918 in earnings for the three-months ended March 31, 2024, based on the observable transactional price of the identical equity security issued by the investee. |
March 2023 Issuance of $402.5 million of 3.00% Convertible Senior Notes (the "Convertible Notes") | In conjunction with the issuance of the $402.5 million Convertible Notes in March 2023 , the Company evaluated the debt instrument and its embedded features to determine if the contract or the embedded components of the contract qualified as a derivative that would be required to be separately accounted for in accordance with the relevant accounting literature. The Company accounts for the Convertible Notes as a single liability measured at amortized cost. The Company uses the effective interest rate method to amortize the debt issuance costs to interest expense over the respective term of the Convertible Notes. |
Leases | The Company is a lessee in noncancelable (1) operating leases, and (2) finance leases, which it accounts for in accordance with Accounting Standards Codification (ASC) Topic 842, Leases. The Company determines if an arrangement is or contains a lease at contract inception. The Company recognizes a right of use asset and a lease liability at the lease commencement date. For both operating and finance leases, the right of use asset is initially measured at cost, which comprises the initial amount of the lease liability adjusted for lease payments made at or before the lease commencement date, plus any initial direct costs incurred less any lease incentives received; and the lease liability is initially measured at the present value of the unpaid lease payments at the lease commencement date. The Company's leases do not provide an implicit rate; therefore, the Company uses its incremental borrowing rate based on the information available at the lease commencement date in determining the present value of future payments for those leases. The Company's incremental borrowing rate for a lease is the rate of interest it would have to pay on a collateralized basis to borrow an amount equal to the lease payments under similar terms in a similar economic environment. Right of use assets for the operating and finance leases are periodically reviewed for impairment losses. The Company uses the long-lived assets impairment guidance in ASC Subtopic 360-10, Property, Plant, and Equipment - Overall, to determine whether a right of use asset is impaired, and if so, the amount of the impairment loss to recognize. No such loss was recognized as of June 30, 2024. The Company monitors for events or changes in circumstances that require a reassessment of its leases. When a reassessment results in the remeasurement of a lease liability, a corresponding adjustment is made to the carrying amount of the corresponding right of use asset. |
Cash Equivalents | The Company holds treasury bills with original maturities when purchased of less than three months, within cash and cash equivalents, carried at amortized cost on the Consolidated Balance Sheet. Treasury bills have been classified as held-to-maturity as we have the ability and intent to hold them to maturity. |
Short-Term Investments | The Company, from time to time, holds treasury bills with original maturities when purchased of greater than three months, within short-term investments, carried at amortized cost on the Consolidated Balance Sheet. Treasury bills have been classified as held-to-maturity as we have the ability and intent to hold them to maturity. |
Trade Accounts Receivable | The allowance for doubtful accounts is based on the Company's assessment of the collectability of customer accounts. The Company regularly reviews the allowance by considering factors such as historical experience, credit quality, the age of the accounts receivable balances and current economic conditions that may affect a customer's ability to pay. |
Implementation Costs of Cloud Computing Arrangement | As of June 30, 2024 and December 31, 2023 , the Company's deferred implementation costs of our new ERP system associated with our cloud computing arrangement, which were reflected within prepaid and other assets, were $9,583 and $9,895, respectively. The cost will be recognized over the term of the agreement, which began in the first quarter of 2022 . |
Fair Value of Financial Instruments | Financial Accounting Standards Board (“FASB”) ASC 820 , Fair Value Measurements and Disclosure guidance specifies a hierarchy of valuation techniques based on whether the inputs to those valuation techniques are observable or unobservable. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect market assumptions. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurement) and the lowest priority to unobservable inputs (Level 3 measurement). The three levels of the fair value hierarchy are as follows: • Level 1 - Unadjusted quoted prices in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date. Level 1 primarily consists of financial instruments whose value is based on quoted market prices such as exchange-traded instruments and listed equities. • Level 2 - Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly (e.g., quoted prices of similar assets or liabilities in active markets, or quoted prices for identical or similar assets or liabilities in markets that are not active). Level 2 includes financial instruments that are valued using models or other valuation methodologies. • Level 3 - Unobservable inputs for the asset or liability. Financial instruments are considered Level 3 when their fair values are determined using pricing models, discounted cash flows or similar techniques and at least one significant model assumption or input is unobservable. Our financial assets and liabilities include cash and cash equivalents, receivables, accounts payable and accrued liabilities, the fair values of which approximate their carrying values due to the short-term nature of these instruments. The Company holds certain financial assets within cash and cash equivalents in the form of held-to-maturity treasury bills as we have the ability and intent to hold them to maturity, as such, they are not fair valued each reporting period but instead measured at amortized cost. The fair value of these assets is based on quoted market prices for the same or similar securities within less active markets, which the Company determined to be Level 2 inputs. As of June 30, 2024 , the fair value of these treasury bills approximates their carrying value due to the short-term nature of these instruments. Certain financial and non-financial assets, including operating lease right-of-use assets and property, plant and equipment are reported at their carrying values and are not subject to recurring fair value measurements. We review our long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. For the investment in equity securities, we have elected the measurement alternative under which we measure this investment at cost minus impairment, if any, plus or minus changes resulting from observable price changes, if any, in orderly transactions for an identical or a similar investment of the same issuer, for which the change in fair value would be included in net income. Refer to Note 6 - Convertible Senior Notes for the fair value of our Convertible Senior Notes. |
Net Sales | As of March 31, 2024, the Company is providing a more meaningful breakout of its sales, which now combines pet specialty and club as both classes of retailers service a specific consumer through specialized offerings, which include value focused and or premium products. In contrast, grocery, mass, international and digital offer a wide variety of products. |
Recently Issued Accounting Pronouncements | In November 2023, the Financial Accounting Standards Board ("FASB") issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures to improve reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses. This guidance will be effective for the Company for the annual report for the fiscal year ending December 31, 2024 and subsequent interim periods. Early adoption is permitted and retrospective adoption is required for all prior periods presented. The Company is currently evaluating the provisions of this guidance and its effect on its future consolidated financial statements and plans to adopt the standard on its effective date. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Accounting Policies [Abstract] | |
Disaggregation of Revenue | Information about the Company’s net sales by class of retailer is as follows: Three Months Ended Six Months Ended June 30, 2024 2023 2024 2023 Grocery, Mass, International and Digital $ 192,255 $ 154,812 $ 376,647 $ 294,999 Pet Specialty and Club 42,998 28,519 82,455 55,854 Net Sales $ 235,253 $ 183,331 $ 459,102 $ 350,853 |
Inventories, net (Tables)
Inventories, net (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Inventory Disclosure [Abstract] | |
Inventories, Net | June 30, December 31, Raw Materials and Work in Process $ 14,614 $ 16,055 Packaging Components Material 6,633 5,607 Finished Goods 52,005 41,576 Inventories, net $ 73,252 $ 63,238 |
Property, Plant and Equipment_2
Property, Plant and Equipment, net (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment, net | June 30, December 31, Refrigeration Equipment $ 185,031 $ 167,956 Machinery and Equipment 252,476 242,256 Building, Land, and Improvements 555,164 535,003 Furniture and Office Equipment 16,984 14,987 Leasehold Improvements 12 1,319 Construction in Progress 227,047 187,952 Finance Lease Right of Use Asset 28,478 29,187 1,265,192 1,178,660 Less: Accumulated Depreciation and Amortization (232,462) (199,496) Property, Plant and Equipment, net $ 1,032,730 $ 979,164 |
Accrued Expenses (Tables)
Accrued Expenses (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Payables and Accruals [Abstract] | |
Accrued Expenses | June 30, December 31, Accrued Compensation and Employee Related Costs $ 21,622 $ 19,307 Accrued Chiller Cost 3,593 7,478 Accrued Customer Consideration 733 1,228 Accrued Freight 4,083 6,078 Accrued Production Expenses 4,806 6,928 Accrued Corporate and Marketing Expenses 10,661 3,627 Accrued Interest 3,019 3,019 Other Accrued Expenses 4,367 2,151 Accrued Expenses $ 52,884 $ 49,816 |
Convertible Senior Notes (Table
Convertible Senior Notes (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Debt Disclosure [Abstract] | |
Convertible Notes | The following table discloses the carrying value and fair value of the Company's Convertible Notes as of June 30, 2024 : As of June 30, 2024 Carrying Value (1) Fair Value 3.00% Convertible Senior Notes Maturing April 1, 2028 394,108 786,888 Total 394,108 786,888 (1) The carrying amounts presented are net of unamortized debt issuance costs of $8,392 as of June 30, 2024 . , recognized related to the Convertible Notes consists of the following: Three Months Ended Six Months Ended June 30, 2024 Contractual interest expense 3,019 6,038 Amortization of issuance costs 520 1,034 Total 3,539 7,072 |
Leases (Tables)
Leases (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Leases [Abstract] | |
Lease, Cost | Weighted-average remaining lease term (in years) and discount rate related to operating and finance leases were as follows: Operating Leases Finance Lease Weighted-average remaining lease term 2.77 9.0 Weighted-average discount rate 6.2 % 8.6 % A summary of lease costs for the three and six months ended June 30, 2024 and 2023 was as follows: Three Months Ended Six Months Ended 2024 2023 2024 2023 Operating Lease: Lease cost Cost of goods sold and selling, general and administrative $ 438 $ 438 $ 876 $ 876 Finance Lease: Amortization of right of use asset Cost of goods sold $ 712 $ - $ 1,388 $ - Interest on lease liabilities Interest expense $ 574 $ - $ 1,127 $ - Variable lease cost (b) Inventory/Cost of goods sold (b) $ 3,308 $ - $ 6,669 $ - (b) Variable lease cost primarily consists of the procurement and manufacturing costs capitalized to inventory. For the three and six months ended June 30, 2024, $3,308 and $6,669, respectively, of variable lease cost were capitalized to inventory and will be captured as part of cost of goods sold as the inventory turns. |
Maturities of Lease Liabilities | Maturities of lease liabilities under noncancelable operating leases and finance lease as of June 30, 2024 were as follows: As of June 30, 2024 Operating Leases Finance Lease 2024 (a) $ 595 $ 2,111 2025 1,210 4,221 2026 1,239 4,221 2027 337 4,221 2028 and beyond — 23,217 Total lease payments $ 3,381 $ 37,991 Less: Imputed interest (283) (11,605) Present value of lease liabilities $ 3,098 $ 26,386 (a) Excluding the six months ended June 30, 2024. |
Maturities of Lease Liabilities | Maturities of lease liabilities under noncancelable operating leases and finance lease as of June 30, 2024 were as follows: As of June 30, 2024 Operating Leases Finance Lease 2024 (a) $ 595 $ 2,111 2025 1,210 4,221 2026 1,239 4,221 2027 337 4,221 2028 and beyond — 23,217 Total lease payments $ 3,381 $ 37,991 Less: Imputed interest (283) (11,605) Present value of lease liabilities $ 3,098 $ 26,386 (a) Excluding the six months ended June 30, 2024. |
Supplemental Balance Sheet Information | Supplemental balance sheet information as of June 30, 2024 and December 31, 2023 related to leases are as follows: As of June 30, 2024 As of December 31, 2023 Assets: Operating leases Operating lease right of use assets $ 2,851 $ 3,616 Finance lease, net Property, plant and equipment, net 25,630 27,728 Total lease assets $ 28,481 $ 31,344 Liabilities: Current: Operating lease liabilities Current operating lease liabilities $ 1,034 $ 1,312 Finance lease liabilities Current finance lease liabilities 2,031 1,998 Long-term: Operating lease liabilities Long term operating lease liabilities 2,064 2,591 Finance lease liabilities Long term finance lease liabilities 24,355 26,080 Total lease liabilities $ 29,484 $ 31,981 |
Supplemental Cash Flow Information | Supplemental cash flow information and non-cash activity relating to operating and finance leases are as follows: Three Months Ended Six Months Ended June 30, Operating cash flow information: 2024 2023 2024 2023 Cash paid for amounts included in the measurement of operating lease liabilities $ 462 $ 452 $ 916 $ 897 Cash paid for amounts included in the measurement of finance lease liabilities (i.e. interest) $ 574 $ - $ 1,127 $ - Finance cash flow information: Cash paid for amounts included in the measurement of finance lease liabilities (i.e. principal payment) $ 481 $ - $ 952 $ - |
Net Income (Loss) Per Share A_2
Net Income (Loss) Per Share Attributable to Common Stockholders (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Earnings Per Share [Abstract] | |
Net Income Per Share, Basic and Diluted | For the six months ended June 30, 2024, diluted net income per share attributable to common stockholders is shown below. For the three months ended June 30, 2024, and for the three and six months ended June 30, 2023, diluted net loss per common share is the same as basic net loss per common share, due to the fact that potentially dilutive securities would have an antidilutive effect as the Company incurred a net loss in those periods. Six Months Ended June 30, 2024 Net Income Attributable to Common Stockholders $ 16,908 Weighted Average Common Shares Outstanding, Basic 48,400 Service Period Stock Options 689 Restricted Stock Units 234 Performance Stock Options 831 Convertible Notes — Weighted Average Common Shares Outstanding, Diluted 50,154 Basic Net Income per Share $ 0.35 Diluted Net Income per Share $ 0.34 |
Antidilutive Securities Excluded from Computation of Earnings Per Share | The potentially dilutive securities excluded from the determination of diluted income (loss) per share, as their effect is antidilutive, are as follows (in thousands): Three Months Ended Six Months Ended June 30, 2024 2023 2024 2023 Service Period Stock Options 682 1,203 — 1,230 Restricted Stock Units 239 518 — 392 Performance Stock Options 804 1,117 — 1,117 Convertible Notes 5,776 5,776 5,776 5,776 Total 7,500 8,614 5,776 8,515 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies - Narrative (Details) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||||
Jun. 30, 2024 | Mar. 31, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | Dec. 31, 2023 | Mar. 31, 2023 | Dec. 31, 2022 | |
Schedule of Equity Method Investments [Line Items] | ||||||||
Carrying amount of equity investment | $ 33,446,000 | $ 23,528,000 | ||||||
Gain on equity investment | $ 0 | $ 9,918,000 | $ 0 | $ 9,918,000 | $ 0 | |||
Treasury bills | 251,699,000 | 251,699,000 | 296,871,000 | |||||
Short-term investments | 0 | 0 | 0 | |||||
Deferred implementation costs | 9,583,000 | 9,895,000 | ||||||
US Treasury Securities | ||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||
Treasury bills | 79,694,000 | 79,694,000 | 134,570,000 | |||||
Amortized discount | $ 256,000 | $ 256,000 | 692,000 | |||||
March 2023 Note | Convertible Notes | ||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||
Debt issuance | $ 402,500,000 | $ 402,500,000 | ||||||
Interest rate | 3% | 3% | 3% | 3% | ||||
Privately Held Company, Not Primary Beneficiary | ||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||
Equity method investment | $ 31,200,000 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Net Sales by Class of Retailer (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Disaggregation of Revenue [Table] | ||||
Net Sales | $ 235,253 | $ 183,331 | $ 459,102 | $ 350,853 |
Grocery, Mass, International and Digital | ||||
Disaggregation of Revenue [Table] | ||||
Net Sales | 192,255 | 154,812 | 376,647 | 294,999 |
Pet Specialty and Club | ||||
Disaggregation of Revenue [Table] | ||||
Net Sales | $ 42,998 | $ 28,519 | $ 82,455 | $ 55,854 |
Inventories, net (Details)
Inventories, net (Details) - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 |
Inventory Disclosure [Abstract] | ||
Raw Materials and Work in Process | $ 14,614 | $ 16,055 |
Packaging Components Material | 6,633 | 5,607 |
Finished Goods | 52,005 | 41,576 |
Inventories, net | $ 73,252 | $ 63,238 |
Property, Plant and Equipment_3
Property, Plant and Equipment, net - Summary of Property, Plant and Equipment, net (Details) - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 |
Property, Plant and Equipment [Line Items] | ||
Finance Lease Right of Use Asset | $ 28,478 | $ 29,187 |
Property, plant, and equipment and finance lease right of use asset, gross | 1,265,192 | 1,178,660 |
Less: Accumulated Depreciation and Amortization | (232,462) | (199,496) |
Property, Plant and Equipment, net | 1,032,730 | 979,164 |
Refrigeration Equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 185,031 | 167,956 |
Machinery and Equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 252,476 | 242,256 |
Building, Land, and Improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 555,164 | 535,003 |
Furniture and Office Equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 16,984 | 14,987 |
Leasehold Improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 12 | 1,319 |
Construction in Progress | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 227,047 | $ 187,952 |
Property, Plant and Equipment_4
Property, Plant and Equipment, net - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Property, Plant and Equipment [Line Items] | ||||
Depreciation and amortization | $ 17,311 | $ 14,346 | $ 33,117 | $ 28,740 |
Cost of Sales | ||||
Property, Plant and Equipment [Line Items] | ||||
Depreciation and amortization | $ 12,539 | $ 10,618 | $ 23,890 | $ 21,339 |
Accrued Expenses (Details)
Accrued Expenses (Details) - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 |
Payables and Accruals [Abstract] | ||
Accrued Compensation and Employee Related Costs | $ 21,622 | $ 19,307 |
Accrued Chiller Cost | 3,593 | 7,478 |
Accrued Customer Consideration | 733 | 1,228 |
Accrued Freight | 4,083 | 6,078 |
Accrued Production Expenses | 4,806 | 6,928 |
Accrued Corporate and Marketing Expenses | 10,661 | 3,627 |
Accrued Interest | 3,019 | 3,019 |
Other Accrued Expenses | 4,367 | 2,151 |
Accrued Expenses | $ 52,884 | $ 49,816 |
Debt (Details)
Debt (Details) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2023 | Dec. 31, 2023 | Mar. 15, 2023 | Feb. 19, 2021 | |
Line of Credit Facility [Line Items] | ||||
Interest expense and fees | $ 2,785,000 | |||
Credit Facility | ||||
Line of Credit Facility [Line Items] | ||||
Maximum borrowing capacity | $ 350,000,000 | |||
Borrowings outstanding | $ 0 | |||
Debt issuance costs written off | $ 2,478,000 | |||
Accrued interest expense | $ 0 | |||
Credit Facility | Revolving Credit Facility | ||||
Line of Credit Facility [Line Items] | ||||
Revolving loan facility | 50,000,000 | |||
Credit Facility | Draw Term Loan | ||||
Line of Credit Facility [Line Items] | ||||
Borrowings outstanding | $ 300,000,000 |
Convertible Senior Notes - Narr
Convertible Senior Notes - Narrative (Details) $ / shares in Units, $ in Thousands | 1 Months Ended | 3 Months Ended | 6 Months Ended | |||||
Mar. 31, 2024 | Mar. 31, 2023 USD ($) day $ / shares | Jun. 30, 2024 USD ($) $ / shares | Mar. 31, 2024 USD ($) | Jun. 30, 2023 USD ($) | Jun. 30, 2024 USD ($) $ / shares | Jun. 30, 2023 USD ($) | Dec. 31, 2023 USD ($) $ / shares | |
Debt Instrument [Line Items] | ||||||||
Net proceeds from sale of convertible notes | $ 0 | $ 393,518 | ||||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | ||||
Interest costs capitalized | $ 181 | $ 181 | ||||||
March 2023 Note | Convertible Notes | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt issuance | $ 402,500 | $ 402,500 | ||||||
Interest rate | 3% | 3% | 3% | 3% | ||||
Net proceeds from sale of convertible notes | $ 391,492 | |||||||
Threshold trading days (in days) | day | 20 | |||||||
Threshold percentage of stock price trigger | 130% | 130% | ||||||
Threshold consecutive business days (in days) | day | 5 | |||||||
Percentage of share price and conversion rate (less than) | 98% | |||||||
Conversion ratio | 0.0143516 | |||||||
Conversion price (in dollars per share) | $ / shares | $ 69.68 | |||||||
Redemption, threshold trading days (in days) | day | 40 | |||||||
Redemption price, percentage | 100% | |||||||
Redemption, minimum aggregate principal outstanding | $ 100,000 | |||||||
Effective interest rate | 3.59% | |||||||
Transaction costs | $ 11,008 | |||||||
Contractual interest expense | $ 3,019 | $ 6,038 | ||||||
Interest payment | $ 3,019 | |||||||
Accrued interest expense | 3,019 | 3,019 | ||||||
Interest costs capitalized | $ 1,362 | $ 2,407 | ||||||
March 2023 Note | Convertible Notes | Conversion Period One | ||||||||
Debt Instrument [Line Items] | ||||||||
Consecutive threshold trading days (in days) | day | 30 | |||||||
March 2023 Note | Convertible Notes | Conversion Period Two | ||||||||
Debt Instrument [Line Items] | ||||||||
Consecutive threshold trading days (in days) | day | 10 |
Convertible Senior Notes - Carr
Convertible Senior Notes - Carrying Value and Fair Value of Convertible Notes (Details) - March 2023 Note - Convertible Notes - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 | Mar. 31, 2023 |
Debt Instrument [Line Items] | |||
Interest rate | 3% | 3% | 3% |
Carrying Value | $ 394,108 | ||
Fair Value | 786,888 | ||
Unamortized debt issuance costs | $ 8,392 |
Convertible Senior Notes - Inte
Convertible Senior Notes - Interest Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended |
Jun. 30, 2024 | Jun. 30, 2024 | Dec. 31, 2023 | |
Debt Instrument [Line Items] | |||
Total | $ 2,785 | ||
March 2023 Note | Convertible Notes | |||
Debt Instrument [Line Items] | |||
Contractual interest expense | $ 3,019 | $ 6,038 | |
Amortization of issuance costs | 520 | 1,034 | |
Total | $ 3,539 | $ 7,072 |
Purchase of Capped Call Optio_2
Purchase of Capped Call Options (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 6 Months Ended | ||
Mar. 15, 2023 | Mar. 31, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | ||||
Purchase of capped call option | $ 66,211 | $ 0 | $ 66,211 | |
Capped call options, initial cap price (in dollars per share) | $ 120.23 | |||
Cap price, premium | 120% | |||
Share price (in dollars per share) | $ 54.65 |
Leases - Narrative (Details)
Leases - Narrative (Details) | Jun. 30, 2024 | Sep. 30, 2023 |
Lessee, Lease, Description [Line Items] | ||
Operating lease, renewal term | 4 years | |
Finance lease, term of contract | 10 years | |
Minimum | ||
Lessee, Lease, Description [Line Items] | ||
Operating lease, remaining lease term | 2 years | |
Maximum | ||
Lessee, Lease, Description [Line Items] | ||
Operating lease, remaining lease term | 9 years | |
Finance lease, renewal term | 10 years |
Leases - Weighted-Average Remai
Leases - Weighted-Average Remaining Lease Term and Discount Rate (Details) | Jun. 30, 2024 |
Operating Leases | |
Weighted-average remaining lease term | 2 years 9 months 7 days |
Weighted-average discount rate | 6.20% |
Finance Lease | |
Weighted-average remaining lease term | 9 years |
Weighted-average remaining lease term | 8.60% |
Leases - Maturities of Lease Li
Leases - Maturities of Lease Liabilities (Details) $ in Thousands | Jun. 30, 2024 USD ($) |
Operating Leases | |
2024 | $ 595 |
2025 | 1,210 |
2026 | 1,239 |
2027 | 337 |
2028 and beyond | 0 |
Total lease payments | 3,381 |
Less: Imputed interest | (283) |
Present value of lease liabilities | 3,098 |
Finance Lease | |
2024 | 2,111 |
2025 | 4,221 |
2026 | 4,221 |
2027 | 4,221 |
2028 and beyond | 23,217 |
Total lease payments | 37,991 |
Less: Imputed interest | (11,605) |
Present value of lease liabilities | $ 26,386 |
Leases - Lease Costs (Details)
Leases - Lease Costs (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Operating Lease: | ||||
Lease cost | $ 438 | $ 438 | $ 876 | $ 876 |
Finance Lease: | ||||
Amortization of right of use asset | 712 | 0 | 1,388 | 0 |
Interest on lease liabilities | 574 | 0 | 1,127 | 0 |
Variable lease, cost | $ 3,308 | $ 0 | $ 6,669 | $ 0 |
Leases - Supplemental Balance S
Leases - Supplemental Balance Sheet Information (Details) - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 |
Assets: | ||
Operating leases | $ 2,851 | $ 3,616 |
Finance lease, net | $ 25,630 | 27,728 |
Finance Lease, Right-of-Use Asset, Statement of Financial Position [Extensible Enumeration] | Property, plant and equipment, net | |
Total lease assets | $ 28,481 | 31,344 |
Liabilities: | ||
Operating lease liabilities, current | 1,034 | 1,312 |
Current finance lease liabilities | 2,031 | 1,998 |
Long term operating lease liabilities | 2,064 | 2,591 |
Finance lease liabilities, long-term | 24,355 | 26,080 |
Total lease liabilities | $ 29,484 | $ 31,981 |
Leases - Supplemental Cash Flow
Leases - Supplemental Cash Flow Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Operating cash flow information: | ||||
Cash paid for amounts included in the measurement of operating lease liabilities | $ 462 | $ 452 | $ 916 | $ 897 |
Cash paid for amounts included in the measurement of finance lease liabilities (i.e. interest) | 574 | 0 | 1,127 | 0 |
Finance cash flow information: | ||||
Cash paid for amounts included in the measurement of finance lease liabilities (i.e. principal payment) | $ 481 | $ 0 | $ 952 | $ 0 |
Warrants (Details)
Warrants (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||
Jun. 30, 2024 | Jun. 30, 2023 | Sep. 30, 2022 | Jun. 30, 2024 | Jun. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2023 | |
Equity [Abstract] | |||||||
Warrants issued (in shares) | 194,000 | ||||||
Warrant exercise price (in dollars per share) | $ 0.01 | ||||||
Warrants in prepaid expense | $ 2,027 | ||||||
Warrants in other assets | $ 0 | ||||||
Warrants issued and exercised (in shares) | 194,000 | ||||||
Warrant grant date fair value (in dollars per share) | $ 50.32 | ||||||
Warrant amortization | $ 811 | $ 1,438 | $ 2,027 | $ 2,876 |
Equity Incentive Plans (Details
Equity Incentive Plans (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Compensation cost for share-based payments | $ 18,722 | $ 7,009 | $ 23,728 | $ 13,986 |
Stock options granted (in shares) | 0 | |||
Stock options exercised (in shares) | 145 | |||
Cost of Sales | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Compensation cost for share-based payments | $ 1,409 | $ 1,654 | $ 2,814 | $ 3,240 |
Restricted Stock Units | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Restricted stock units granted (in shares) | 99 | |||
Restricted stock units granted, weighted average grant date fair value (in dollars per share) | $ 105.64 | |||
Restricted stock units vested (in shares) | 71 |
Net Income (Loss) Per Share A_3
Net Income (Loss) Per Share Attributable to Common Stockholders - Narrative (Details) - USD ($) $ in Thousands | 1 Months Ended | 6 Months Ended | ||
Mar. 31, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | Dec. 31, 2023 | |
Earnings Per Share, Basic, by Common Class, Including Two-Class Method [Table] | ||||
Purchase of capped call option | $ 66,211 | $ 0 | $ 66,211 | |
March 2023 Note | Convertible Notes | ||||
Earnings Per Share, Basic, by Common Class, Including Two-Class Method [Table] | ||||
Debt issuance | $ 402,500 | $ 402,500 |
Net Income (Loss) Per Share A_4
Net Income (Loss) Per Share Attributable to Common Stockholders - Net Income Per Share, Basic and Diluted (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Earnings Per Share, Basic, by Common Class, Including Two-Class Method [Table] | ||||
Net Income Attributable to Common Stockholders | $ (1,694) | $ (16,952) | $ 16,908 | $ (41,738) |
Weighted Average Common Shares Outstanding, Basic (in shares) | 48,461 | 48,132 | 48,400 | 48,089 |
Convertible Notes (in shares) | 0 | |||
Weighted Average Common Shares Outstanding, Diluted (in shares) | 48,461 | 48,132 | 50,154 | 48,089 |
Basic Net Income per Share (in dollars per share) | $ (0.03) | $ (0.35) | $ 0.35 | $ (0.87) |
Diluted Net Income per Share (in dollars per share) | $ (0.03) | $ (0.35) | $ 0.34 | $ (0.87) |
Service Period Stock Options | ||||
Earnings Per Share, Basic, by Common Class, Including Two-Class Method [Table] | ||||
Share-based payment arrangements (in shares) | 689 | |||
Restricted Stock Units | ||||
Earnings Per Share, Basic, by Common Class, Including Two-Class Method [Table] | ||||
Share-based payment arrangements (in shares) | 234 | |||
Performance Stock Options | ||||
Earnings Per Share, Basic, by Common Class, Including Two-Class Method [Table] | ||||
Share-based payment arrangements (in shares) | 831 |
Net Income (Loss) Per Share A_5
Net Income (Loss) Per Share Attributable to Common Stockholders - Antidilutive Securities Excluded from Computation of Earnings Per Share (Details) - shares shares in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities (in shares) | 7,500 | 8,614 | 5,776 | 8,515 |
Service Period Stock Options | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities (in shares) | 682 | 1,203 | 0 | 1,230 |
Restricted Stock Units | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities (in shares) | 239 | 518 | 0 | 392 |
Performance Stock Options | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities (in shares) | 804 | 1,117 | 0 | 1,117 |
Convertible Notes | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities (in shares) | 5,776 | 5,776 | 5,776 | 5,776 |
Commitments and Contingencies (
Commitments and Contingencies (Details) - USD ($) $ in Thousands | Nov. 15, 2023 | Apr. 08, 2022 | Jun. 30, 2024 | Dec. 31, 2023 | Dec. 31, 2022 |
Loss Contingencies [Line Items] | |||||
Other noncurrent assets | $ 30,975 | $ 28,899 | |||
Phillips Feed Service, Inc., d/b/a Phillips Feed And Pet Supply Complaint | |||||
Loss Contingencies [Line Items] | |||||
Monetary damages | $ 8,300 | ||||
Other noncurrent assets | $ 8,971 | ||||
Extension period | 60 days |