PetIQ (PETQ) 10-Q 9 May 23 2023 Q1 Quarterly report Financial data

Cover Page

Cover Page - shares	3 Months Ended
	Mar. 31, 2023	May 10, 2023
Document Information [Line Items]
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Mar. 31, 2023
Document Transition Report	false
Entity File Number	001-38163
Entity Registrant Name	PetIQ, Inc.
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	35-2554312
Entity Address, Address Line One	230 E. Riverside Dr.
Entity Address, City or Town	Eagle
Entity Address, State or Province	ID
Entity Address, Postal Zip Code	83616
City Area Code	208
Local Phone Number	939-8900
Title of 12(b) Security	Class A Common Stock, $0.001 par value
Trading Symbol	PETQ
Security Exchange Name	NASDAQ
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Accelerated Filer
Entity Small Business	false
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Central Index Key	0001668673
Amendment Flag	false
Document Fiscal Year Focus	2023
Document Fiscal Period Focus	Q1
Current Fiscal Year End Date	--12-31
Class A common stock
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		29,137,754
Class B common stock
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		244,540

Condensed Consolidated Balance

Condensed Consolidated Balance Sheets - USD ($) $ in Thousands	Mar. 31, 2023	Dec. 31, 2022
Current assets
Cash and cash equivalents	$ 25,410	$ 101,265
Accounts receivable, net	203,325	118,004
Inventories	158,087	142,605
Other current assets	10,330	8,238
Total current assets	397,152	370,112
Property, plant and equipment, net	71,667	73,395
Operating lease right of use assets	16,651	18,231
Other non-current assets	2,527	1,373
Intangible assets, net	176,145	172,479
Goodwill	203,573	183,306
Total assets	867,715	818,896
Current liabilities
Accounts payable	150,012	112,995
Accrued wages payable	9,547	11,512
Accrued interest payable	3,155	1,912
Other accrued expenses	8,388	7,725
Current portion of operating leases	6,410	6,595
Current portion of long-term debt and finance leases	8,675	8,751
Total current liabilities	186,187	149,490
Operating leases, less current installments	10,956	12,405
Long-term debt, less current installments	441,938	443,276
Finance leases, less current installments	703	907
Other non-current liabilities	4,782	1,025
Total non-current liabilities	458,379	457,613
Equity
Additional paid-in capital	380,429	378,709
Class A treasury stock, at cost, 373 shares	(3,857)	(3,857)
Accumulated deficit	(153,034)	(162,733)
Accumulated other comprehensive loss	(2,275)	(2,224)
Total stockholders' equity	221,292	209,924
Non-controlling interest	1,857	1,869
Total equity	223,149	211,793
Total liabilities and equity	867,715	818,896
Class A common stock
Equity
Common stock value	29	29
Class B common stock
Equity
Common stock value	$ 0	$ 0

Condensed Consolidated Balanc_2

Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares shares in Thousands	Mar. 31, 2023	Dec. 31, 2022
Treasury stock, shares outstanding (in shares)	373	373
Class A common stock
Common stock, par value (in dollars per share)	$ 0.001	$ 0.001
Common stock authorized (in shares)	125,000	125,000
Common stock, shares, issued (in shares)	29,499	29,348
Class B common stock
Common stock, par value (in dollars per share)	$ 0.001	$ 0.001
Common stock authorized (in shares)	8,402	8,402
Common stock, shares, issued (in shares)	244	252
Common stock, shares outstanding (in shares)	244	252

Condensed Consolidated Statemen

Condensed Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Total net sales	$ 290,471	$ 275,695
Total cost of sales	228,210	218,060
Gross profit	62,261	57,635
Operating expenses
Selling, general and administrative expenses	43,326	48,236
Operating income	18,935	9,399
Interest expense, net	8,732	6,121
Other income, net	(26)	(3)
Total other expense, net	8,706	6,118
Pretax net income	10,229	3,281
Income tax expense	(448)	(121)
Net income	9,781	3,160
Net income attributable to non-controlling interest	82	29
Net income attributable to PetIQ, Inc.	$ 9,699	$ 3,131
Net income per share attributable to PetIQ, Inc. Class A common stock
Basic (in dollars per share)	$ 0.33	$ 0.11
Diluted (in dollars per share)	$ 0.32	$ 0.11
Weighted Average shares of Class A common stock outstanding
Basic (in shares)	29,125	29,164
Diluted (in shares)	35,230	29,290
Products
Total net sales	$ 258,993	$ 247,750
Total cost of sales	200,902	190,851
Services
Total net sales	31,478	27,945
Total cost of sales	$ 27,308	$ 27,209

Condensed Consolidated Statem_2

Condensed Consolidated Statements of Comprehensive Income - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Comprehensive Income (Loss)
Net income	$ 9,781	$ 3,160
Foreign currency translation adjustment	(51)	(456)
Comprehensive income	9,730	2,704
Comprehensive income attributable to non-controlling interest	82	25
Comprehensive income attributable to PetIQ, Inc.	$ 9,648	$ 2,679

Condensed Consolidated Statem_3

Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Cash flows from operating activities
Net income	$ 9,781	$ 3,160
Adjustments to reconcile net income to net cash used in operating activities
Depreciation and amortization of intangible assets and loan fees	8,463	8,966
Loss on disposition of property, plant, and equipment	0	148
Stock based compensation expense	2,466	3,823
Other non-cash activity	(52)	316
Changes in assets and liabilities, net of business acquisition
Accounts receivable	(84,250)	(65,026)
Inventories	(13,567)	(71,417)
Other assets	(2,065)	(1,273)
Accounts payable	36,019	74,094
Accrued wages payable	(1,988)	(1,496)
Other accrued expenses	1,866	3,325
Net cash used in operating activities	(43,327)	(45,380)
Cash flows from investing activities
Business acquisition (net of cash acquired)	(27,634)	0
Purchase of property, plant, and equipment	(1,910)	(5,678)
Net cash used in investing activities	(29,544)	(5,678)
Cash flows from financing activities
Proceeds from issuance of long-term debt	15,000	40,000
Principal payments on long-term debt	(16,900)	(16,150)
Principal payments on finance lease obligations	(346)	(399)
Tax withholding payments on Restricted Stock Units	(840)	(688)
Exercise of options to purchase Class A common stock	0	100
Net cash (used in) provided by financing activities	(3,086)	22,863
Net change in cash and cash equivalents	(75,957)	(28,195)
Effect of exchange rate changes on cash and cash equivalents	102	(107)
Cash and cash equivalents, beginning of period	101,265	79,406
Cash and cash equivalents, end of period	25,410	51,104
Supplemental cash flow information
Interest paid	6,808	4,072
Net change in property, plant, and equipment acquired through accounts payable	(34)	290
Finance lease additions	0	59
Income taxes paid, net of refunds	$ 3	$ (5)

Condensed Consolidated Statem_4

Condensed Consolidated Statements of Equity - USD ($) shares in Thousands, $ in Thousands	Total	Accumulated Deficit	Accumulated Other Comprehensive Loss	Class A Treasury Stock	Additional Paid-in Capital	Non-controlling Interest	Class A common stock Common Stock	Class B common stock	Class B common stock Common Stock
Increase (Decrease) in Stockholders' Equity
Treasury stock, shares outstanding (in shares)				0
Beginning balance at Dec. 31, 2021	$ 255,220	$ (114,525)	$ (684)	$ 0	$ 368,006	$ 2,394	$ 29		$ 0
Beginning common stock, shares outstanding (in shares) at Dec. 31, 2021							29,139		272
Increase (Decrease) in Stockholders' Equity
Exchange of LLC Interests held by LLC Owners (in shares)							20		(20)
Exchange of LLC Interests held by LLC Owners	0				192	(192)
Other comprehensive income	(456)		(452)			(4)
Stock based compensation expense	3,823				3,788	35
Exercise of options to purchase common stock (in shares)							2
Exercise of options to purchase common stock	100				100
Issuance of stock vesting of RSU's, net of withholdings (in shares)							110
Issuance of stock vesting of RSU's, net of tax withholdings	(688)				(688)
Net income	3,160	3,131				29
Ending balance at Mar. 31, 2022	261,159	(111,394)	(1,136)	0	371,398	2,262	$ 29		$ 0
Ending common stock, shares outstanding (in shares) at Mar. 31, 2022							29,272		252
Beginning balance at Dec. 31, 2021	$ 255,220	(114,525)	(684)	0	368,006	2,394	$ 29		$ 0
Beginning common stock, shares outstanding (in shares) at Dec. 31, 2021							29,139		272
Increase (Decrease) in Stockholders' Equity
Exercise of options to purchase common stock (in shares)	2
Ending balance at Dec. 31, 2022	$ 211,793	(162,733)	(2,224)	$ (3,857)	378,709	1,869	$ 29		$ 0
Ending common stock, shares outstanding (in shares) at Dec. 31, 2022							29,348	252	252
Increase (Decrease) in Stockholders' Equity
Treasury stock, shares outstanding (in shares)				0
Treasury stock, shares outstanding (in shares)	373			373
Exchange of LLC Interests held by LLC Owners (in shares)							8		(8)
Exchange of LLC Interests held by LLC Owners	$ 0				115	(115)
Other comprehensive income	(51)		(51)			0
Stock based compensation expense	2,466				2,445	21
Issuance of stock vesting of RSU's, net of withholdings (in shares)							143
Issuance of stock vesting of RSU's, net of tax withholdings	(840)				(840)
Net income	9,781	9,699				82
Ending balance at Mar. 31, 2023	$ 223,149	$ (153,034)	$ (2,275)	$ (3,857)	$ 380,429	$ 1,857	$ 29		$ 0
Ending common stock, shares outstanding (in shares) at Mar. 31, 2023							29,499	244	244
Increase (Decrease) in Stockholders' Equity
Treasury stock, shares outstanding (in shares)	373			373

Principal Business Activity and

Principal Business Activity and Significant Accounting Policies	3 Months Ended
	Mar. 31, 2023
Accounting Policies [Abstract]
Principal Business Activity and Significant Accounting Policies	Note 1 — Principal Business Activity and Significant Accounting Policies Principal Business Activity and Principles of Consolidation PetIQ, Inc. ("PetIQ", the "Company", "we", or "us") is a leading pet medication and wellness company delivering a smarter way for pet parents to help their pets live their best lives through convenient access to affordable veterinary products and services. We engage with customers through more than 60,000 points of distribution across retail and e-commerce channels with our branded and distributed medications as well as health and wellness items, which are further supported by our world-class medications manufacturing facility in Omaha, Nebraska and health and wellness manufacturing facility in Springville, Utah. Our national service platform operates in over 2,600 retail partner locations in 41 states, providing cost effective and convenient veterinary wellness services. PetIQ believes that pets are an important part of the family and deserve the best products and care that we can give them. PetIQ has two reporting segments: (i) Products; and (ii) Services. The Products segment consists of our manufacturing and distribution business. The Services segment consists of veterinary and wellness services and related product sales provided by the Company directly to consumers. PetIQ is the managing member of PetIQ Holdings, LLC (“HoldCo”), a Delaware limited liability company, which is the sole member of PetIQ, LLC (“OpCo”) and, through HoldCo, operates and controls all of the business and affairs of OpCo. The condensed consolidated financial statements as of March 31, 2023 and December 31, 2022 and for the three months ended March 31, 2023 and 2022 are unaudited. The condensed consolidated balance sheet as of December 31, 2022 has been derived from the audited financial statements at that date but does not include all of the disclosures required by U.S. GAAP. These interim condensed consolidated financial statements should be read in conjunction with the consolidated financial statements as of and for the year ended December 31, 2022 and related notes thereto included in the most recent Annual Report on Form 10-K filed with the Securities and Exchange Commission (“SEC”) on February 28, 2023 (the "Annual Report"). Operating results for the interim periods are not necessarily indicative of the results that may be expected for the full year. Use of Estimates The preparation of 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 condensed consolidated financial statements and the reported amounts of sales and expenses during the reporting period. Actual results could differ from those estimates. Significant items subject to such estimates and assumptions include the useful lives of property, plant, and equipment and intangible assets; the valuation of property, plant, and equipment, intangible assets and goodwill, the valuation of deferred tax assets, the valuation of inventories, and reserves for legal contingencies. Significant Accounting Policies The Company's significant accounting policies are discussed in Note 1 – Principal Business Activity and Significant Accounting Policies in the Annual Report. There have been no significant changes to these policies that have had a material impact on the Company's unaudited condensed financial statements and related notes during the three months ended March 31, 2023.

Business Combination

Business Combination	3 Months Ended
	Mar. 31, 2023
Business Combination and Asset Acquisition [Abstract]
Business Combination	Note 2 — Business Combination Rocco & Roxie The Company completed the acquisition of all of the membership units of Rocco & Roxie Supply Co, LLC ("R&R") on January 13, 2023, (the "R&R Acquisition"), which resulted in R&R becoming a wholly owned subsidiary of the Company. The R&R Acquisition expands the Company's brand and product portfolio to include stain and odor products and enables the Company to extend its offerings into premium dog supplements and jerky treats. The Company paid $26.5 million for the membership interests of R&R using cash on hand, resulting in R&R becoming a wholly owned subsidiary of PetIQ. The purchase is subject to normal working capital adjustments. The following table summarizes the preliminary allocations of the consideration paid, which included $26.5 million price plus $1.1 million of preliminary working capital, of the purchase price to the assets acquired and liabilities assumed, based on our current estimates of the fair value at the date of the R&R Acquisition: $'s in 000's Fair Value Current assets $ 3,020 Other assets 1,208 Amortizable intangibles Trade name 7,600 Customer relationships 320 Total amortizable intangibles $ 7,920 Goodwill 20,266 Total assets $ 32,414 Current liabilities 1,000 Other tax liabilities 3,780 Total liabilities 4,780 Purchase price, net of cash acquired $ 27,634 Intangible assets will be amortized over the estimated useful lives of the assets through January 2043. The weighted average amortization period of the amortizable intangible assets is approximately 19.4 years. The identifiable intangible assets are measured at fair value as Level III in accordance with the fair value hierarchy. Goodwill represents the future economic benefits that do not qualify for separate recognition and primarily includes the assembled workforce and other non-contractual relationships, as well as expected future synergies. Approximately $19.0 million of the $20.3 million of Goodwill will not be tax deductible, and the remaining balance is expected to be deductible for tax purposes. Goodwill was allocated to the Products segment. Transaction costs of $0.5 million were incurred and are recorded in Selling, General, and Administrative costs on the condensed consolidated statement of operations. The estimate of fair value and purchase price allocation were based on information available at the time of closing the R&R Acquisition. These preliminary estimates are subject to retrospective adjustments during the measurement period, not to exceed one year, based upon new information obtained about facts and circumstances that existed as of the date of closing the R&R Acquisition.

Debt

Debt	3 Months Ended
	Mar. 31, 2023
Debt Disclosure [Abstract]
Debt	Note 3 — Debt Senior Secured Asset-Based Revolving Credit Facility On April 13, 2021, OpCo entered into an asset-based revolving credit agreement with KeyBank National Association, as administrative agent and collateral agent, and the lenders’ party thereto, that provides revolving credit commitments of $125.0 million, subject to a borrowing base limitation (the "ABL"). The borrowing base for the ABL at any time equals the sum of: (i) 90% of eligible investment-grade accounts receivable; plus (ii) 85% of eligible other accounts receivable; plus, (iii) 85% of the net orderly liquidation value of the cost of certain eligible on-hand and in-transit inventory; plus, (iv) at the option of OpCo, 100% of qualified cash; minus (v) reserves. The ABL bears interest at a variable rate plus a margin, with the variable rate being based on a base rate or LIBOR at the option of the Company. On February 3, 2023, HoldCo and Opco, entered into the First Amendment Agreement to the ABL Facility to replace the interest rate benchmark from LIBOR to SOFR. The interest rate at March 31, 2023 was 5.90%. The Company also pays a commitment fee on unused borrowings at a rate of 0.35%. The ABL Facility is secured by substantially all the assets of HoldCo and its wholly-owned domestic subsidiaries including a first-priority security interest in personal property consisting of accounts receivable, inventory, cash, and deposit accounts (such collateral subject to first-priority security interest, "ABL Priority Collateral"), and a second-priority security interest in all other personal and real property of HoldCo and its wholly-owned domestic subsidiaries (such collateral subject to such second-priority security interest, “Term Priority Collateral”), in each case, subject to customary exceptions. The ABL contains customary representations and warranties, affirmative and negative covenants and events of default, including negative covenants that restrict the ability of HoldCo and its restricted subsidiaries to incur additional indebtedness, pay dividends, make investments, loans, and acquisitions, among other restrictions. As of March 31, 2023, no amounts were outstanding. Senior Secured Term Loan Facility - Term Loan B On April 13, 2021, OpCo entered into a term credit and guaranty agreement with Jefferies Finance LLC, as administrative agent and collateral agent, and the lenders’ party thereto, that provides senior secured term loans of $300.0 million (which may be increased in certain circumstances) (the "Term Loan B"). The Term Loan B bears interest at a variable rate of either prime, federal funds effective rate or LIBOR, plus an applicable margin of between 3.25% and 4.25% depending on the underlying base rate. LIBOR rates are subject to a 0.50% floor. The interest rate at March 31, 2023 was 8.96%. The Term Loan B requires quarterly payments of 0.25% of the original principal amount, with the balance due on the seven The Term Loan B is secured by substantially all the assets of HoldCo and its wholly-owned domestic subsidiaries, including a first-priority security interest in Term Priority Collateral and a second-priority security interest in ABL Priority Collateral, in each case, subject to customary exceptions. The Term Loan B contains customary representations and warranties, affirmative and negative covenants and events of default, including negative covenants that restrict the ability of HoldCo and its restricted subsidiaries to incur additional indebtedness, pay dividends, make investments, loans, and acquisitions, among other restrictions. Convertible Notes On May 19, 2020, the Company issued $143.8 million in aggregate principal amount of 4.00% Convertible Senior Notes due 2026 (the “Notes”) pursuant to the indenture (the “Indenture”), dated as of May 19, 2020. The Notes accrue interest at a rate of 4.00% per annum, payable semi-annually in arrears on June 1 and December 1 of each year, beginning on December 1, 2020. The Notes will mature on June 1, 2026, unless earlier repurchased, redeemed or converted. Before January 15, 2026, holders will have the right to convert their Notes only upon the occurrence of certain events. From and after January 15, 2026, holders may convert their Notes at any time at their election until the close of business on the scheduled trading day immediately before the maturity date. The Company will settle conversions by paying or delivering, as applicable, cash, shares of its Class A common stock, or a combination of cash and shares of its Class A common stock, at its election. The initial conversion rate is 33.7268 shares of Class A common stock per $1,000 principal amount of Notes. The conversion rate and conversion price will be subject to customary adjustments upon the occurrence of certain events. In addition, if certain corporate events that constitute a “Make-Whole Fundamental Change” (as defined in the Indenture) occur, then the conversion rate will, in certain circumstances, be increased for a specified period of time. The following represents the Company’s long-term debt as of: $'s in 000's March 31, 2023 December 31, 2022 Convertible Notes $ 143,750 $ 143,750 Term Loan B 294,750 295,500 Revolving credit facility — — Other debt 18,693 19,690 Net discount on debt and deferred financing fees (8,055) (8,531) $ 449,138 $ 450,409 Less current maturities of long-term debt (7,200) (7,133) Total long-term debt $ 441,938 $ 443,276 Future maturities of long-term debt, excluding the discount on debt and deferred financing fees, as of March 31, 2023, are as follows: ($'s in 000's) Remainder of 2023 $ 5,326 2024 7,426 2025 4,600 2026 147,350 2027 3,600 Thereafter 288,891

Intangible Assets and Goodwill

Intangible Assets and Goodwill	3 Months Ended
	Mar. 31, 2023
Goodwill and Intangible Assets Disclosure [Abstract]
Intangible Assets and Goodwill	Note 4 — Intangible Assets and Goodwill Goodwill and non-amortizable intangible assets Intangible assets consist of the following at: $'s in 000's Useful Lives March 31, 2023 December 31, 2022 Amortizable intangibles Certification 7 years $ 350 $ 350 Customer relationships 12-20 years 160,360 160,040 Patents and processes 5-10 years 14,634 14,634 Brand names 5-15 years 32,233 24,633 Total amortizable intangibles 207,577 199,657 Less accumulated amortization (66,339) (62,085) Total net amortizable intangibles 141,238 137,572 Non-amortizable intangibles Trademarks and other 33,239 33,239 In-process research and development 1,668 1,668 Intangible assets, net of accumulated amortization $ 176,145 $ 172,479 Certain intangible assets are denominated in currencies other than the U.S. Dollar; therefore, their gross and net carrying values are subject to foreign currency movements. Amortization expense for the three months ended March 31, 2023 and 2022 was $4.3 million and $4.5 million, respectively. Estimated future amortization expense for each of the following years is as follows: Years ending December 31, ($'s in 000's) Remainder of 2023 $ 13,731 2024 15,686 2025 15,011 2026 14,356 2027 13,685 Thereafter 68,769 The following is a summary of the changes in the carrying value of goodwill for the period from January 1, 2021 to March 31, 2023: Reporting Unit ($'s in 000's) Products Services Total Goodwill as of January 1, 2022 183,846 47,264 231,110 Foreign currency translation (540) — (540) Impairment — (47,264) (47,264) Goodwill as of December 31, 2022 183,306 — 183,306 R&R Acquisition 20,226 — 20,226 Foreign currency translation 41 — 41 Goodwill as of March 31, 2023 $ 203,573 $ — $ 203,573

Income Tax

Income Tax	3 Months Ended
	Mar. 31, 2023
Income Tax Disclosure [Abstract]
Income Tax	Note 5 — Income Tax Our effective tax rate from continuing operations was 4.4% and 3.7% for the three months ended March 31, 2023 and 2022, respectively, including discrete items. Income tax expense for the three months ended March 31, 2023 and 2022 was different than the U.S federal statutory income tax rate of 21% primarily due to the effects of the change in valuation allowance, state taxes, and the foreign rate differential. The Company has assessed the realizability of the net deferred tax assets as of March 31, 2023 and in that analysis has considered the relevant positive and negative evidence available to determine whether it is more likely than not that some portion or all of the deferred income tax assets will not be realized. The realization of the gross deferred tax assets is dependent on several factors, including the generation of sufficient taxable income to realize its deferred tax assets. The Company believes it is more likely than not that the benefit from recorded deferred tax assets will not be realized. In future periods, if we conclude we have future taxable income sufficient to recognize the deferred tax assets, we may reduce or eliminate the valuation allowance.

Earnings per Share

Earnings per Share	3 Months Ended
	Mar. 31, 2023
Earnings Per Share [Abstract]
Earnings per Share	Note 6 — Earnings per Share Basic and Diluted Earnings per Share Basic earnings per share of Class A common stock is computed by dividing net income available to PetIQ, Inc. by the weighted-average number of shares of Class A common stock outstanding during the period. Diluted earnings per share of Class A common stock is computed by dividing net income available to PetIQ, Inc. by the weighted-average number of shares of Class A common stock outstanding adjusted to give effect to potentially dilutive securities. The following table sets forth reconciliations of the numerators and denominators used to compute basic and diluted earnings per share of Class A common stock: Three months ended March 31, (in 000's, except for per share amounts) 2023 2022 Numerator: Net income $ 9,781 $ 3,160 Less: net income attributable to non-controlling interests 82 29 Net income attributable to PetIQ, Inc. — basic 9,699 3,131 Plus: interest expense on Convertible Notes 1,676 — Net income attributable to PetIQ, Inc. — diluted 11,375 3,131 Denominator: Weighted-average shares of Class A common stock outstanding — basic 29,125 29,164 Dilutive effects of stock options that are convertible into Class A common stock — 60 Dilutive effect of RSUs 45 66 Dilutive effect of conversion of Convertible Notes 6,060 — Weighted-average shares of Class A common stock outstanding — diluted 35,230 29,290 Income per share of Class A common stock — basic $ 0.33 $ 0.11 Income per share of Class A common stock — diluted $ 0.32 $ 0.11 Shares of the Company’s Class B common stock do not share in the earnings of the Company and are therefore not participating securities. As such, separate presentation of basic and diluted earnings per share of Class B common stock under the two-class method has not been presented. The computation of dilutive effect of other potential common shares includes 0 and 60 for stock options as well as 45 and 66 restricted stock units for the three months ended March 31, 2023 and 2022, respectively. All stock options and 693 thousand restricted stock units have been excluded from the computation of dilutive effect as they are antidilutive for the three months ended March 31, 2023. For the three months ended March 31, 2022 stock awards of 1,797 thousand shares were excluded from the computation of dilutive effect as they were antidilutive. The dilutive impact of the Notes has been included in the dilutive earnings per share calculation for the three months ended March 31, 2023. The dilutive impact of the Notes have not been included in the dilutive earnings per share calculation for the three months ended March 31, 2022 as they would have been antidilutive.

Stock Based Compensation

Stock Based Compensation	3 Months Ended
	Mar. 31, 2023
Share-based Payment Arrangement [Abstract]
Stock Based Compensation	Note 7 — Stock Based Compensation PetIQ, Inc. Omnibus Incentive Plan The Amended and Restated PetIQ, Inc. Omnibus Incentive Plan, (the “Plan”), provides for the grant of various equity-based incentive awards to directors of the Company, employees, and consultants. The types of equity-based awards that may be granted under the Plan include: stock options, stock appreciation rights (SARs), restricted stock, restricted stock units (RSUs), and other stock-based awards, up to a total of 5,804,000 shares of Class A common stock issuable under the Plan. As of March 31, 2023 and 2022, 1,167,937 and 26,000 shares were available for issuance under the Plan, respectively. All awards issued under the Plan may only be settled in shares of Class A common stock. Shares issued pursuant to awards under the incentive plans are from our authorized but unissued shares. PetIQ, Inc. 2018 Inducement and Retention Stock Plan for CVC Employees The PetIQ, Inc. 2018 Inducement and Retention Stock Plan for CVC Employees (the “Inducement Plan”) provided for the grant of stock options to employees hired in connection with an acquisition in 2018 as employment inducement awards pursuant to NASDAQ Listing Rule 5635(c)(4). The Inducement Plan reserved 800,000 shares of Class A common stock of the Company, of which 760,000 were granted. No further grants may be made under the Inducement Plan. All awards issued under the Inducement Plan may only be settled in shares of Class A common stock. Stock Options The Company awards stock options to certain employees under the Plan and previously issued stock options under the Inducement Plan, which are subject to time-based vesting conditions, typically 25% on each anniversary of the grant date until fully vested. Upon a termination of service relationship by the Company, all unvested options are typically forfeited and the shares of common stock underlying such awards will become available for issuance under the Plan. The maximum contractual term for stock options is 10 years. The fair value of these equity awards is amortized to equity based compensation expense over the vesting period, which totaled $0.3 million and $1.3 million for the three months ended March 31, 2023 and 2022, respectively. All stock based compensation expense is included in selling, general and administrative expenses based on the role of recipients. The fair value of the stock option awards was determined on the grant dates using the Black-Scholes valuation model based on the following weighted-average assumptions for the period ended March 31, 2022. No options were issued for the period ended March 31, 2023: March 31, 2022 Expected term (years) (1) 6.25 Expected volatility (2) 37.21 % Risk-free interest rate (3) 1.44 % Dividend yield (4) 0.00 % (1) The Company utilized the simplified method to determine the expected term of the stock options since we do not have sufficient historical exercise data to provide a reasonable basis upon which to estimate expected term. (2) The expected volatility assumption was calculated based on a peer group analysis of stock price volatility with a look back period consistent with the expected option term. (3) The risk-free interest rate was based on the U.S. Treasury yield curve in effect at the time of grant, which corresponds to the expected term of the stock options. (4) The Company has not paid and does not anticipate paying a cash dividend on our common stock. As of March 31, 2023, total unrecognized compensation cost related to unvested stock options was $3.1 million and is expected to be recognized over a weighted-average period of 1.6 years. Stock Weighted Aggregate Weighted Outstanding at January 1, 2022 1,768 $ 26.51 $ 2,897 7.3 Granted 83 14.16 Exercised (2) 19.49 $ 10 Forfeited (110) 29.24 Cancelled (86) 31.12 Outstanding at December 31, 2022 1,652 $ 25.48 $ 53 6.2 Forfeited (52) 11.17 Cancelled (37) 30.85 Outstanding at March 31, 2023 1,563 $ 25.81 $ — 5.6 Options exercisable at March 31, 2023 1,296 Restricted Stock Units The Company awards RSUs to certain employees and directors under the Plan, which are subject to time-based vesting conditions. Typically, upon a termination of service relationship by the Company, all unvested RSUs will be forfeited and the shares of common stock underlying such awards will become available for issuance under the Plan. The fair value of RSUs are measured based on the closing fair market value of the Company’s Class A common stock on the date of grant. At March 31, 2023, total unrecognized compensation cost related to unvested RSUs was $26.7 million and is expected to vest over a weighted average period of 3.4 years. The fair value of these equity awards is amortized to equity based compensation expense over the vesting period, which totaled $1.4 million for the three months ended March 31, 2023, and $2.5 million for the three months ended March 31, 2022, respectively. All stock based compensation expense is included in selling, general and administrative expenses based on the role of recipients. The following table summarizes the activity of the Company’s RSUs for the period ended March 31, 2023. Number of Weighted Outstanding at January 1, 2022 459 $ 31.08 Granted 802 20.30 Settled (231) 27.81 Forfeited (177) 25.53 Outstanding at December 31, 2022 853 $ 23.06 Granted 1,033 10.80 Settled (168) 23.02 Forfeited (24) 18.55 Nonvested RSUs at March 31, 2023 1,694 $ 15.39

Non-Controlling Interests

Non-Controlling Interests	3 Months Ended
	Mar. 31, 2023
Noncontrolling Interest [Abstract]
Non-Controlling Interests	Note 8 — Non-Controlling Interests The following table presents the outstanding membership interests in HoldCo ("LLC Interests") and changes in LLC Interests for the periods presented. LLC Interests held % of Total $'s in 000's LLC PetIQ, Inc. Total LLC PetIQ, Inc. As of January 1, 2022 272 29,139 29,411 0.9 % 99.1 % Stock based compensation transactions — 188 188 Exchange transactions (20) 20 — Unit redemption — (373) (373) As of December 31, 2022 252 28,974 29,226 0.9 % 99.1 % Stock based compensation transactions — 143 143 Exchange transactions (8) 8 — As of March 31, 2023 244 29,125 29,369 0.8 % 99.2 % Note that certain figures shown in the table above may not recalculate due to rounding. For the three months ended March 31, 2023 and 2022 the Company owned a weighted average of 99.2% and 99.1%, respectively, of HoldCo.

Customer Concentration

Customer Concentration	3 Months Ended
	Mar. 31, 2023
Risks and Uncertainties [Abstract]
Customer Concentration	Note 9 — Customer Concentration The Company has significant exposure to customer concentration. During the three months ended March 31, 2023 and 2022 , three and two customers individually accounted for more than 10% of sales, comprising 50% and 36% of net sales in aggregate, respectively for such periods. At March 31, 2023 one Products segment customer individually accounted for more than 10% of outstanding trade receivables, and accounted for 41% of outstanding trade receivables, net. At December 31, 2022 one Products segment customer individually accounted for more than 10% of outstanding trade receivables, and accounted for 46% of outstanding trade receivables, net.

Commitments and Contingencies

Commitments and Contingencies	3 Months Ended
	Mar. 31, 2023
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	Note 10 — Commitments and Contingencies Litigation Contingencies The Company records a liability when a particular contingency is probable and estimable and provides disclosure for contingencies that are at least reasonably possible of resulting in a loss including an estimate which we currently cannot make. The Company has not accrued for any contingency as of March 31, 2023 and December 31, 2022 as the Company does not consider any contingency to be probable or estimable. The Company recorded $2.5 million of expense in the three months ended March 31, 2022 related to a lawsuit brought by a former supplier to the Company related to the redemption of ownership interest, which is included within selling, general and administrative expenses on the condensed consolidated statements of operations. The matter was settled and paid during 2022. Commitments We have commitments for leases and long-term debt that are discussed further in Note - 3, Debt. In addition, we have purchase obligations for goods and services, capital expenditures, and raw materials entered into in the normal course of business.

Segments

Segments	3 Months Ended
	Mar. 31, 2023
Segment Reporting [Abstract]
Segments	Note 11 — Segments The Company has two operating segments: Products and Services. The Products segment consists of the Company’s manufacturing and distribution business. The Services segment consists of the Company’s veterinary services and related product sales. The segments are based on the discrete financial information reviewed by the Chief Operating Decision Maker (“CODM”) to make resource allocation decisions and to evaluate performance. We measure and evaluate our reportable segments based on their respective Segment Adjusted EBITDA performance. Beginning in the fourth quarter of 2022, we allocate to our segments capital expenditures and certain costs and expenses, such as accounting, legal, human resources, information technology and corporate headquarters expenses, on a pro rata basis based on net sales to better align with the discrete financial information reviewed by our CODM. Such expenses previously were not allocated to segments. The Company has recast prior periods to give effect to this change. This change in presentation had no impact on the Condensed Consolidated Statements of Operations. Financial information relating to the Company’s operating segments for the three months ended: $'s in 000's Products Services March 31, 2023 Net sales $ 258,993 $ 31,478 Segment Adjusted EBITDA 32,196 850 Depreciation expense 1,816 1,705 Capital expenditures 1,565 345 $'s in 000's Products Services March 31, 2022 Net sales $ 247,750 $ 27,945 Segment Adjusted EBITDA 30,477 1,118 Depreciation expense 1,928 1,754 Capital expenditures 3,929 1,749 The following table reconciles Segment Adjusted EBITDA to Net income for the periods presented. For the three months ended $'s in 000's March 31, 2023 March 31, 2022 Segment Adjusted EBITDA: Products (1) $ 32,196 $ 30,477 Services (1) 850 1,118 Total 33,046 31,595 Adjustments: Depreciation (3,521) (3,682) Amortization (4,262) (4,523) Interest (8,732) (6,121) Acquisition costs (2) (538) — Stock based compensation expense (2,466) (3,823) Non same-store adjustment (3) (2,322) (7,165) Integration costs (4) (976) (339) Litigation expenses — (2,661) Pretax net income $ 10,229 $ 3,281 Income tax expense (448) (121) Net income $ 9,781 $ 3,160 (1) Beginning in the fourth quarter of 2022, the Company is allocating corporate expenses to each segment pro rata based on net sales for each segment. The presentation of Products Segment Adjusted EBITDA and Services Segment Adjusted EBITDA for the three months ended March 31, 2022 has been recast for comparability. For the three months ended March 31, 2022, total corporate expenses were $19.4 million, of which $17.4 million was allocated to Products and $2.0 million was allocated to Services. (2) Acquisition costs include legal, accounting, banking, consulting, diligence, and other costs related to completed and contemplated acquisitions. (3) Non same-store adjustment includes revenue and costs, and associated gross profit, related to our Services segment wellness centers and host partners with less than six full quarters of operating results, and also include pre-opening expenses. (4) Integration costs represent costs related to integrating the acquired businesses including personnel costs such as severance and retention bonuses, consulting costs, contract termination, and IT conversion costs. The costs are primarily within the Products segment. Supplemental geographic disclosures are below. Three Months Ended March 31, 2023 $'s in 000's U.S. Foreign Total Product sales $ 257,977 $ 1,016 $ 258,993 Service revenue 31,478 — 31,478 Total net sales $ 289,455 $ 1,016 $ 290,471 Three Months Ended March 31, 2022 $'s in 000's U.S. Foreign Total Product sales $ 245,572 $ 2,178 $ 247,750 Service revenue 27,945 — 27,945 Total net sales $ 273,517 $ 2,178 $ 275,695 Property, plant, and equipment by geographic location is below. March 31, 2023 December 31, 2022 United States $ 67,707 $ 69,376 Europe 3,960 4,019 Total $ 71,667 $ 73,395

Related Parties

Related Parties	3 Months Ended
	Mar. 31, 2023
Related Party Transactions [Abstract]
Related Parties	Note 12 — Related Parties Chris Christensen, the brother of CEO, McCord Christensen, acts as the Company’s agent at Moreton Insurance, which acts as a broker for a number of the Company’s insurance policies. The Company’s premium expense, which is generally paid directly to the relevant insurance company, amounted to $6.9 million and $6.9 million for policies that cover the three months ended March 31, 2023 and 2022, respectively. Mr. Chris Christensen earns various forms of compensation based on the specifics of each policy. Katie Turner, the spouse of CEO, McCord Christensen, is the owner of Acadia Investor Relations LLC, (“Acadia”) which acts as the Company’s investor relations consultant. Acadia was paid $0.06 million and $0.06 million for the three months ended March 31, 2023 and 2022, respectively. Mike Glasman, the brother of CFO, Zvi Glasman, acted as a broker in connection with the Company's entry into a Master Services Agreement with Syndeo, LLC d/b/a Broadvoice ("Broadvoice") in February 2023 for the provision of certain information technology related services. The amount to be paid to Broadvoice over the 39-month agreement is $0.4 million. No payments were made in the three months ended March 31, 2023.

Principal Business Activity a_2

Principal Business Activity and Significant Accounting Policies (Policies)	3 Months Ended
	Mar. 31, 2023
Accounting Policies [Abstract]
Use of Estimates	Use of Estimates The preparation of 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 condensed consolidated financial statements and the reported amounts of sales and expenses during the reporting period. Actual results could differ from those estimates. Significant items subject to such estimates and assumptions include the useful lives of property, plant, and equipment and intangible assets; the valuation of property, plant, and equipment, intangible assets and goodwill, the valuation of deferred tax assets, the valuation of inventories, and reserves for legal contingencies.

Business Combination (Tables)

Business Combination (Tables)	3 Months Ended
	Mar. 31, 2023
Business Combination and Asset Acquisition [Abstract]
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed	The following table summarizes the preliminary allocations of the consideration paid, which included $26.5 million price plus $1.1 million of preliminary working capital, of the purchase price to the assets acquired and liabilities assumed, based on our current estimates of the fair value at the date of the R&R Acquisition: $'s in 000's Fair Value Current assets $ 3,020 Other assets 1,208 Amortizable intangibles Trade name 7,600 Customer relationships 320 Total amortizable intangibles $ 7,920 Goodwill 20,266 Total assets $ 32,414 Current liabilities 1,000 Other tax liabilities 3,780 Total liabilities 4,780 Purchase price, net of cash acquired $ 27,634

Debt (Tables)

Debt (Tables)	3 Months Ended
	Mar. 31, 2023
Debt Disclosure [Abstract]
Schedule of Components of Long Term Debt	The following represents the Company’s long-term debt as of: $'s in 000's March 31, 2023 December 31, 2022 Convertible Notes $ 143,750 $ 143,750 Term Loan B 294,750 295,500 Revolving credit facility — — Other debt 18,693 19,690 Net discount on debt and deferred financing fees (8,055) (8,531) $ 449,138 $ 450,409 Less current maturities of long-term debt (7,200) (7,133) Total long-term debt $ 441,938 $ 443,276
Future Maturities of Long-Term Debt, Excluding The Net Discount on Debt, Deferred Financing Fees and Contingent Notes	Future maturities of long-term debt, excluding the discount on debt and deferred financing fees, as of March 31, 2023, are as follows: ($'s in 000's) Remainder of 2023 $ 5,326 2024 7,426 2025 4,600 2026 147,350 2027 3,600 Thereafter 288,891

Intangible Assets and Goodwill

Intangible Assets and Goodwill (Tables)	3 Months Ended
	Mar. 31, 2023
Goodwill and Intangible Assets Disclosure [Abstract]
Schedule of Intangible Assets	Intangible assets consist of the following at: $'s in 000's Useful Lives March 31, 2023 December 31, 2022 Amortizable intangibles Certification 7 years $ 350 $ 350 Customer relationships 12-20 years 160,360 160,040 Patents and processes 5-10 years 14,634 14,634 Brand names 5-15 years 32,233 24,633 Total amortizable intangibles 207,577 199,657 Less accumulated amortization (66,339) (62,085) Total net amortizable intangibles 141,238 137,572 Non-amortizable intangibles Trademarks and other 33,239 33,239 In-process research and development 1,668 1,668 Intangible assets, net of accumulated amortization $ 176,145 $ 172,479
Estimated Future Amortization Expense	Estimated future amortization expense for each of the following years is as follows: Years ending December 31, ($'s in 000's) Remainder of 2023 $ 13,731 2024 15,686 2025 15,011 2026 14,356 2027 13,685 Thereafter 68,769
Schedule of Goodwill	The following is a summary of the changes in the carrying value of goodwill for the period from January 1, 2021 to March 31, 2023: Reporting Unit ($'s in 000's) Products Services Total Goodwill as of January 1, 2022 183,846 47,264 231,110 Foreign currency translation (540) — (540) Impairment — (47,264) (47,264) Goodwill as of December 31, 2022 183,306 — 183,306 R&R Acquisition 20,226 — 20,226 Foreign currency translation 41 — 41 Goodwill as of March 31, 2023 $ 203,573 $ — $ 203,573

Earnings per Share (Tables)

Earnings per Share (Tables)	3 Months Ended
	Mar. 31, 2023
Earnings Per Share [Abstract]
Reconciliation of Basic and Diluted Earnings per Share	The following table sets forth reconciliations of the numerators and denominators used to compute basic and diluted earnings per share of Class A common stock: Three months ended March 31, (in 000's, except for per share amounts) 2023 2022 Numerator: Net income $ 9,781 $ 3,160 Less: net income attributable to non-controlling interests 82 29 Net income attributable to PetIQ, Inc. — basic 9,699 3,131 Plus: interest expense on Convertible Notes 1,676 — Net income attributable to PetIQ, Inc. — diluted 11,375 3,131 Denominator: Weighted-average shares of Class A common stock outstanding — basic 29,125 29,164 Dilutive effects of stock options that are convertible into Class A common stock — 60 Dilutive effect of RSUs 45 66 Dilutive effect of conversion of Convertible Notes 6,060 — Weighted-average shares of Class A common stock outstanding — diluted 35,230 29,290 Income per share of Class A common stock — basic $ 0.33 $ 0.11 Income per share of Class A common stock — diluted $ 0.32 $ 0.11

Stock Based Compensation (Table

Stock Based Compensation (Tables)	3 Months Ended
	Mar. 31, 2023
Share-based Payment Arrangement [Abstract]
Schedule of Weighted-Average Assumptions	The fair value of the stock option awards was determined on the grant dates using the Black-Scholes valuation model based on the following weighted-average assumptions for the period ended March 31, 2022. No options were issued for the period ended March 31, 2023: March 31, 2022 Expected term (years) (1) 6.25 Expected volatility (2) 37.21 % Risk-free interest rate (3) 1.44 % Dividend yield (4) 0.00 % (1) The Company utilized the simplified method to determine the expected term of the stock options since we do not have sufficient historical exercise data to provide a reasonable basis upon which to estimate expected term. (2) The expected volatility assumption was calculated based on a peer group analysis of stock price volatility with a look back period consistent with the expected option term. (3) The risk-free interest rate was based on the U.S. Treasury yield curve in effect at the time of grant, which corresponds to the expected term of the stock options. (4) The Company has not paid and does not anticipate paying a cash dividend on our common stock.
Summary of The Activity of The Company's Unvested Stock Options	Stock Weighted Aggregate Weighted Outstanding at January 1, 2022 1,768 $ 26.51 $ 2,897 7.3 Granted 83 14.16 Exercised (2) 19.49 $ 10 Forfeited (110) 29.24 Cancelled (86) 31.12 Outstanding at December 31, 2022 1,652 $ 25.48 $ 53 6.2 Forfeited (52) 11.17 Cancelled (37) 30.85 Outstanding at March 31, 2023 1,563 $ 25.81 $ — 5.6 Options exercisable at March 31, 2023 1,296
Summary of RSU Activity	The following table summarizes the activity of the Company’s RSUs for the period ended March 31, 2023. Number of Weighted Outstanding at January 1, 2022 459 $ 31.08 Granted 802 20.30 Settled (231) 27.81 Forfeited (177) 25.53 Outstanding at December 31, 2022 853 $ 23.06 Granted 1,033 10.80 Settled (168) 23.02 Forfeited (24) 18.55 Nonvested RSUs at March 31, 2023 1,694 $ 15.39

Non-Controlling Interests (Tabl

Non-Controlling Interests (Tables)	3 Months Ended
	Mar. 31, 2023
Noncontrolling Interest [Abstract]
Summary of Noncontrolling Interest	The following table presents the outstanding membership interests in HoldCo ("LLC Interests") and changes in LLC Interests for the periods presented. LLC Interests held % of Total $'s in 000's LLC PetIQ, Inc. Total LLC PetIQ, Inc. As of January 1, 2022 272 29,139 29,411 0.9 % 99.1 % Stock based compensation transactions — 188 188 Exchange transactions (20) 20 — Unit redemption — (373) (373) As of December 31, 2022 252 28,974 29,226 0.9 % 99.1 % Stock based compensation transactions — 143 143 Exchange transactions (8) 8 — As of March 31, 2023 244 29,125 29,369 0.8 % 99.2 % Note that certain figures shown in the table above may not recalculate due to rounding.

Segments (Tables)

Segments (Tables)	3 Months Ended
	Mar. 31, 2023
Segment Reporting [Abstract]
Summary of Financial Information Relating to The Company's Operating Segments	Financial information relating to the Company’s operating segments for the three months ended: $'s in 000's Products Services March 31, 2023 Net sales $ 258,993 $ 31,478 Segment Adjusted EBITDA 32,196 850 Depreciation expense 1,816 1,705 Capital expenditures 1,565 345 $'s in 000's Products Services March 31, 2022 Net sales $ 247,750 $ 27,945 Segment Adjusted EBITDA 30,477 1,118 Depreciation expense 1,928 1,754 Capital expenditures 3,929 1,749
Summary of Segment Adjusted EBITDA to Net Loss Reconciliation	The following table reconciles Segment Adjusted EBITDA to Net income for the periods presented. For the three months ended $'s in 000's March 31, 2023 March 31, 2022 Segment Adjusted EBITDA: Products (1) $ 32,196 $ 30,477 Services (1) 850 1,118 Total 33,046 31,595 Adjustments: Depreciation (3,521) (3,682) Amortization (4,262) (4,523) Interest (8,732) (6,121) Acquisition costs (2) (538) — Stock based compensation expense (2,466) (3,823) Non same-store adjustment (3) (2,322) (7,165) Integration costs (4) (976) (339) Litigation expenses — (2,661) Pretax net income $ 10,229 $ 3,281 Income tax expense (448) (121) Net income $ 9,781 $ 3,160 (1) Beginning in the fourth quarter of 2022, the Company is allocating corporate expenses to each segment pro rata based on net sales for each segment. The presentation of Products Segment Adjusted EBITDA and Services Segment Adjusted EBITDA for the three months ended March 31, 2022 has been recast for comparability. For the three months ended March 31, 2022, total corporate expenses were $19.4 million, of which $17.4 million was allocated to Products and $2.0 million was allocated to Services. (2) Acquisition costs include legal, accounting, banking, consulting, diligence, and other costs related to completed and contemplated acquisitions. (3) Non same-store adjustment includes revenue and costs, and associated gross profit, related to our Services segment wellness centers and host partners with less than six full quarters of operating results, and also include pre-opening expenses. (4) Integration costs represent costs related to integrating the acquired businesses including personnel costs such as severance and retention bonuses, consulting costs, contract termination, and IT conversion costs. The costs are primarily within the Products segment.
Long-Lived Assets by Geographic Areas	Supplemental geographic disclosures are below. Three Months Ended March 31, 2023 $'s in 000's U.S. Foreign Total Product sales $ 257,977 $ 1,016 $ 258,993 Service revenue 31,478 — 31,478 Total net sales $ 289,455 $ 1,016 $ 290,471 Three Months Ended March 31, 2022 $'s in 000's U.S. Foreign Total Product sales $ 245,572 $ 2,178 $ 247,750 Service revenue 27,945 — 27,945 Total net sales $ 273,517 $ 2,178 $ 275,695 Property, plant, and equipment by geographic location is below. March 31, 2023 December 31, 2022 United States $ 67,707 $ 69,376 Europe 3,960 4,019 Total $ 71,667 $ 73,395

Principal Business Activity a_3

Principal Business Activity and Significant Accounting Policies (Details)	3 Months Ended
	Mar. 31, 2023 location state segment distributionCenter
Accounting Policies [Abstract]
Number of points of distribution | distributionCenter	60,000
Number of retail pharmacy locations | location	2,600
Number of states in which the entity provides veterinary services to pet owners | state	41
Number of reportable segments | segment	2

Business Combination - Rocco &

Business Combination - Rocco & Roxie (Details) - USD ($) $ in Thousands		3 Months Ended
	Jan. 13, 2023	Mar. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Business Acquisition [Line Items]
Goodwill		$ 203,573	$ 183,306	$ 231,110
Rocco & Roxie
Business Acquisition [Line Items]
Payments to acquire business	$ 26,500
Preliminary working capital	1,100
Current assets	3,020
Other assets	1,208
Amortizable intangibles	7,920
Goodwill	20,266
Total assets	32,414
Current liabilities	1,000
Other tax liabilities	3,780
Total liabilities	4,780
Purchase price, net of cash acquired	27,634
Weighted average amortization period		19 years 4 months 24 days
Amount of goodwill not tax deductible	19,000
Transaction costs	500
Trade name | Rocco & Roxie
Business Acquisition [Line Items]
Amortizable intangibles	7,600
Customer relationships | Rocco & Roxie
Business Acquisition [Line Items]
Amortizable intangibles	$ 320

Debt - Narrative (Details)

Debt - Narrative (Details) - USD ($)	Apr. 13, 2021	Mar. 31, 2023
Senior Secured Asset-Based Revolving Credit Facility
Debt
Maximum borrowing capacity	$ 125,000,000
Eligible investment - grade accounts	90%
Percentage of eligible investment other accounts	85%
Percentage of net orderly liquidation value of cost of certain eligible on hand and in transit inventory	85%
Percentage of qualified cash	100%
Line of credit facility, interest rate at period end		5.90%
Unused facility fee (as a percent)	0.35%
Outstanding balance		$ 0
Senior Secured Term Loan Facility
Debt
Maximum borrowing capacity	$ 300,000,000
Line of credit facility, interest rate at period end		8.96%
Floor rate	0.50%
Percentage of periodic payment, principal	0.25%
Amortization schedule	7 years
Senior Secured Term Loan Facility | LIBOR | Minimum
Debt
Variable interest rate, basis points spread over variable reference rate (as a percent)	3.25%
Senior Secured Term Loan Facility | LIBOR | Maximum
Debt
Variable interest rate, basis points spread over variable reference rate (as a percent)	4.25%

Debt - Convertible Notes (Detai

Debt - Convertible Notes (Details) - Convertible Notes $ in Millions	May 19, 2020 USD ($)
Debt
Fixed interest rate	4%
Class A common stock
Debt
Aggregate principal amount	$ 143.8
Fixed interest rate	4%
Conversion ratio	0.0337268

Debt - Long Term Debt Schedule

Debt - Long Term Debt Schedule (Details) - USD ($) $ in Thousands	Mar. 31, 2023	Dec. 31, 2022
Debt
Other debt	$ 18,693	$ 19,690
Net discount on debt and deferred financing fees	(8,055)	(8,531)
Long-term debt	449,138	450,409
Less current maturities of long-term debt	(7,200)	(7,133)
Long-term debt, less current installments	441,938	443,276
Term Loan B
Debt
Outstanding balance	294,750	295,500
Revolving credit facility
Debt
Outstanding balance	0	0
Convertible Notes
Debt
Outstanding balance	$ 143,750	$ 143,750

Debt - Future Maturities (Detai

Debt - Future Maturities (Details) $ in Thousands	Mar. 31, 2023 USD ($)
Future maturities of long-term debt
Remainder of 2023	$ 5,326
2024	7,426
2025	4,600
2026	147,350
2027	3,600
Thereafter	$ 288,891

Intangible Assets and Goodwil_2

Intangible Assets and Goodwill - Additional Information (Details) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Goodwill and Intangible Assets Disclosure [Abstract]
Amortization expense	$ 4.3	$ 4.5

Intangible Assets and Goodwil_3

Intangible Assets and Goodwill - Intangible Assets (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2023	Dec. 31, 2022
Intangible Assets and Goodwill
Amortizable Intangibles, gross	$ 207,577	$ 199,657
Less accumulated amortization	(66,339)	(62,085)
Total net amortizable intangibles	141,238	137,572
Intangible assets, net of accumulated amortization	176,145	172,479
Trademarks and other
Intangible Assets and Goodwill
Non-amortizable intangibles	33,239	33,239
In-process research and development
Intangible Assets and Goodwill
Non-amortizable intangibles	$ 1,668	1,668
Certification
Intangible Assets and Goodwill
Amortizable intangibles, useful lives	7 years
Amortizable Intangibles, gross	$ 350	350
Customer relationships
Intangible Assets and Goodwill
Amortizable Intangibles, gross	160,360	160,040
Patents and processes
Intangible Assets and Goodwill
Amortizable Intangibles, gross	14,634	14,634
Brand names
Intangible Assets and Goodwill
Amortizable Intangibles, gross	$ 32,233	$ 24,633
Minimum | Customer relationships
Intangible Assets and Goodwill
Amortizable intangibles, useful lives	12 years
Minimum | Patents and processes
Intangible Assets and Goodwill
Amortizable intangibles, useful lives	5 years
Minimum | Brand names
Intangible Assets and Goodwill
Amortizable intangibles, useful lives	5 years
Maximum | Customer relationships
Intangible Assets and Goodwill
Amortizable intangibles, useful lives	20 years
Maximum | Patents and processes
Intangible Assets and Goodwill
Amortizable intangibles, useful lives	10 years
Maximum | Brand names
Intangible Assets and Goodwill
Amortizable intangibles, useful lives	15 years

Intangible Assets and Goodwil_4

Intangible Assets and Goodwill - Estimated Future Amortization Expense (Details) $ in Thousands	Mar. 31, 2023 USD ($)
Goodwill and Intangible Assets Disclosure [Abstract]
Remainder of 2023	$ 13,731
2024	15,686
2025	15,011
2026	14,356
2027	13,685
Thereafter	$ 68,769

Intangible Assets and Goodwil_5

Intangible Assets and Goodwill - Schedule of Goodwill (Details) - USD ($) $ in Thousands	3 Months Ended	12 Months Ended
	Mar. 31, 2023	Dec. 31, 2022
Goodwill [Roll Forward]
Goodwill, beginning balance	$ 183,306	$ 231,110
Foreign currency translation	41	(540)
Goodwill impairment		(47,264)
R&R Acquisition	20,226
Goodwill, ending balance	203,573	183,306
Products
Goodwill [Roll Forward]
Goodwill, beginning balance	183,306	183,846
Foreign currency translation	41	(540)
Goodwill impairment		0
R&R Acquisition	20,226
Goodwill, ending balance	203,573	183,306
Services
Goodwill [Roll Forward]
Goodwill, beginning balance	0	47,264
Foreign currency translation	0	0
Goodwill impairment		(47,264)
R&R Acquisition	0
Goodwill, ending balance	$ 0	$ 0

Income Tax (Details)

Income Tax (Details)	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Income Tax Disclosure [Abstract]
Effective tax rate	4.40%	3.70%

Earnings per Share - Reconcilia

Earnings per Share - Reconciliation (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Numerator:
Net income	$ 9,781	$ 3,160
Less: net income attributable to non-controlling interests	82	29
Net income attributable to PetIQ, Inc.	9,699	3,131
Plus: interest expense on Convertible Notes	1,676	0
Net income attributable to PetIQ, Inc. — diluted	$ 11,375	$ 3,131
Denominator:
Weighted-average shares of Class A common stock outstanding -- basic (in shares)	29,125,000	29,164,000
Dilutive effect of conversion of Convertible Notes (in shares)	6,060,000	0
Weighted-average shares of Class A common stock outstanding - diluted (in shares)	35,230,000	29,290,000
Earnings Per Share
Income per share of Class A common stock - basic (in dollars per share)	$ 0.33	$ 0.11
Income per share of Class A common stock - diluted (in dollars per share)	$ 0.32	$ 0.11
Stock options
Denominator:
Dilutive effect of share-based payment arrangements (in shares)	0	60,000
RSU
Denominator:
Dilutive effect of share-based payment arrangements (in shares)	45,000	66,000

Earnings Per Share - Narrative

Earnings Per Share - Narrative (Details) - shares	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Stock options
Dilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Dilutive effect of share-based payment arrangements (in shares)	0	60,000
RSU
Dilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Dilutive effect of share-based payment arrangements (in shares)	45,000	66,000
Dilutive shares excluded from computation of diluted earnings per share (in shares)	693,000	1,797,000

Stock Based Compensation - Narr

Stock Based Compensation - Narrative (Details) - USD ($) $ in Thousands	3 Months Ended		12 Months Ended
	Mar. 31, 2023	Mar. 31, 2022	Dec. 31, 2022
Stock Based Compensation
Granted (in shares)			83,000
Vesting percentage on each anniversary of the grant date	25%
Maximum term for stock options		6 years 3 months
Stock based compensation expense	$ 2,466	$ 3,823
Unrecognized compensation cost related to unvested stock options	$ 3,100
Unrecognized compensation cost related to unvested options, recognized weighted-average period	1 year 7 months 6 days
Stock based compensation expense	$ 2,466	$ 3,823
Class A common stock
Stock Based Compensation
Number of shares reserved (in shares)	800,000
Granted (in shares)	760,000,000
Class A common stock | Omnibus Plan
Stock Based Compensation
Shares reserved for future issuance (in shares)	5,804,000
Share available for issuance (in shares)	1,167,937	26,000
Maximum
Stock Based Compensation
Maximum term for stock options	10 years
Stock options
Stock Based Compensation
Stock based compensation expense	$ 300	$ 1,300
Stock based compensation expense	300	1,300
RSU
Stock Based Compensation
Stock based compensation expense	1,400	2,500
Unrecognized compensation cost related to unvested stock options	$ 26,700
Vesting period	3 years 4 months 24 days
Stock based compensation expense	$ 1,400	$ 2,500

Stock Based Compensation - Weig

Stock Based Compensation - Weighted Average Assumptions (Details)	3 Months Ended
	Mar. 31, 2022
Share-based Payment Arrangement [Abstract]
Expected term (years)	6 years 3 months
Expected volatility	37.21%
Risk-free interest rate	1.44%
Dividend yield	0%

Stock Based Compensation - Summ

Stock Based Compensation - Summary of Unvested Stock Options (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands	3 Months Ended	12 Months Ended
	Mar. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Stock Options (in 000's)
Outstanding - beginning balance (in shares)	1,652	1,768
Granted (in shares)		83
Exercised (in shares)		(2)
Forfeited (in shares)	(52)	(110)
Cancelled (in shares)	(37)	(86)
Outstanding - ending balance (in shares)	1,563	1,652	1,768
Options exercisable (in shares)	1,296
Weighted Average Exercise Price
Beginning balance (in dollars per share)	$ 25.48	$ 26.51
Granted (in dollars per share)		14.16
Exercised (in dollars per share)		19.49
Forfeited (in dollars per share)	11.17	29.24
Cancelled (in dollars per share)	30.85	31.12
Ending balance (in dollars per share)	$ 25.81	$ 25.48	$ 26.51
Aggregate Intrinsic Value
Aggregate intrinsic value of shares outstanding, period start	$ 53	$ 2,897
Aggregate intrinsic value - exercised		10
Aggregate intrinsic value of shares outstanding, period end	$ 0	$ 53	$ 2,897
Weighted average remaining contractual life (years)	5 years 7 months 6 days	6 years 2 months 12 days	7 years 3 months 18 days

Stock Based Compensation - Rest

Stock Based Compensation - Restricted Stock (Details) - RSU - $ / shares shares in Thousands	3 Months Ended	12 Months Ended
	Mar. 31, 2023	Dec. 31, 2022
Number of Shares
Beginning balance (in shares)	853	459
Granted (in shares)	1,033	802
Settled (in shares)	(168)	(231)
Forfeited (in shares)	(24)	(177)
Ending balance (in shares)	1,694	853
Weighted Average Grant Date Fair Value
Beginning balance (in dollars per share)	$ 23.06	$ 31.08
Granted (in dollars per share)	10.80	20.30
Settled (in dollars per share)	23.02	27.81
Forfeited (in dollars per share)	18.55	25.53
Ending balance (in dollars per share)	$ 15.39	$ 23.06

Non-Controlling Interests (Deta

Non-Controlling Interests (Details) - shares shares in Thousands	3 Months Ended		12 Months Ended
	Mar. 31, 2023	Mar. 31, 2022	Dec. 31, 2022	Dec. 31, 2021
LLC Owners
Noncontrolling Interest [Line Items]
Beginning common stock, shares outstanding (in shares)	252	272	272
Stock based compensation transactions (in shares)			0
Exchange transactions (in shares)	(8)		(20)
Unit redemption (in shares)			0
Ending common stock, shares outstanding (in shares)	244		252
Amended Holdco LLC Agreement
Noncontrolling Interest [Line Items]
Beginning common stock, shares outstanding (in shares)	29,226	29,411	29,411
Stock based compensation transactions (in shares)	143		188
Exchange transactions (in shares)	0		0
Unit redemption (in shares)			(373)
Ending common stock, shares outstanding (in shares)	29,369		29,226
Holdco
Noncontrolling Interest [Line Items]
Weighted average ownership percentage in Holdco	99.20%	99.10%
LLC Owners
Noncontrolling Interest [Line Items]
Ownership interest by continuing LLC owners	0.80%		0.90%	0.90%
PetIQ, Inc.
Noncontrolling Interest [Line Items]
Beginning common stock, shares outstanding (in shares)	28,974	29,139	29,139
Stock based compensation transactions (in shares)	143		188
Exchange transactions (in shares)	8		20
Unit redemption (in shares)			(373)
Ending common stock, shares outstanding (in shares)	29,125		28,974
Ownership interest in Holdco	99.20%		99.10%	99.10%

Customer Concentration (Details

Customer Concentration (Details)	3 Months Ended	12 Months Ended
	Mar. 31, 2023	Dec. 31, 2022
Customer concentrations | Revenue from Contract with Customer, Product and Service Benchmark | Three Customers
Customer Concentration
Concentration risk	50%
Customer concentrations | Revenue from Contract with Customer, Product and Service Benchmark | Two Customers
Customer Concentration
Concentration risk	36%
Credit concentrations | Accounts receivable | One Customer
Customer Concentration
Concentration risk	41%	46%

Commitments and Contingencies (

Commitments and Contingencies (Details) $ in Millions	3 Months Ended
	Mar. 31, 2022 USD ($)
Lawsuit By Former Supplier For Redemption Of Ownership Interest
Litigation Contingencies
Loss contingency accrual, provision	$ 2.5

Segments - Additional Informati

Segments - Additional Information (Details)	3 Months Ended
	Mar. 31, 2023 segment
Segment Reporting [Abstract]
Number of operating segments	2

Segments - Operating Segments (

Segments - Operating Segments (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Segments
Net sales	$ 290,471	$ 275,695
Segment Adjusted EBITDA	33,046	31,595
Products
Segments
Net sales	258,993	247,750
Services
Segments
Net sales	31,478	27,945
Operating Segments | Products
Segments
Net sales	258,993	247,750
Segment Adjusted EBITDA	32,196	30,477
Depreciation expense	1,816	1,928
Capital expenditures	1,565	3,929
Operating Segments | Services
Segments
Net sales	31,478	27,945
Segment Adjusted EBITDA	850	1,118
Depreciation expense	1,705	1,754
Capital expenditures	$ 345	$ 1,749

Segments - Reconciliation (Deta

Segments - Reconciliation (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items]
Segment Adjusted EBITDA	$ 33,046	$ 31,595
Depreciation	(3,521)	(3,682)
Amortization	(4,262)	(4,523)
Interest	(8,732)	(6,121)
Acquisition costs	(538)	0
Stock based compensation expense	(2,466)	(3,823)
Non same store adjustment	(2,322)	(7,165)
Integration costs	(976)	(339)
Litigation expenses	0	(2,661)
Pretax net income	10,229	3,281
Income tax expense	(448)	(121)
Net income	9,781	3,160
Operating Segments
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items]
Corporate expense		19,400
Products | Operating Segments
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items]
Segment Adjusted EBITDA	32,196	30,477
Corporate expense		17,400
Services | Operating Segments
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items]
Segment Adjusted EBITDA	$ 850	1,118
Corporate expense		$ 2,000

Segments - Supplemental Revenue

Segments - Supplemental Revenue (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Segments
Total net sales	$ 290,471	$ 275,695
Products
Segments
Total net sales	258,993	247,750
Services
Segments
Total net sales	31,478	27,945
U.S.
Segments
Total net sales	289,455	273,517
U.S. | Products
Segments
Total net sales	257,977	245,572
U.S. | Services
Segments
Total net sales	31,478	27,945
Foreign
Segments
Total net sales	1,016	2,178
Foreign | Products
Segments
Total net sales	1,016	2,178
Foreign | Services
Segments
Total net sales	$ 0	$ 0

Segments - Property, Plant and

Segments - Property, Plant and Equipment by Geographic Location (Details) - USD ($) $ in Thousands	Mar. 31, 2023	Dec. 31, 2022
Segment Reporting, Asset Reconciling Item [Line Items]
Property, plant and equipment, net	$ 71,667	$ 73,395
United States
Segment Reporting, Asset Reconciling Item [Line Items]
Property, plant and equipment, net	67,707	69,376
Europe
Segment Reporting, Asset Reconciling Item [Line Items]
Property, plant and equipment, net	$ 3,960	$ 4,019

Related Parties (Details)

Related Parties (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Acadia Investor Relations L LC
Related Parties
Related party expenses	$ 60	$ 60
Insurance Policy Premium Expense | Relevant Insurance Company
Related Parties
Premium expense	6,900	$ 6,900
Master Services Agreement | Immediate Family Member of Management or Principal Owner
Related Parties
Related party expenses	$ 0
Term of agreement	39 months
Amounts to be paid to related party	$ 400