PetIQ (PETQ) 10-Q 7 Nov 23 2023 Q3 Quarterly report Financial data

Cover Page

Cover Page - shares	9 Months Ended
	Sep. 30, 2023	Nov. 07, 2023
Document Information [Line Items]
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Sep. 30, 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	Q3
Current Fiscal Year End Date	--12-31
Class A common stock
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		29,187,756
Class B common stock
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		239,540

Condensed Consolidated Balance

Condensed Consolidated Balance Sheets - USD ($) $ in Thousands	Sep. 30, 2023	Dec. 31, 2022
Current assets
Cash and cash equivalents	$ 124,614	$ 101,265
Accounts receivable, net	151,680	118,004
Inventories	128,126	142,605
Other current assets	6,241	8,238
Total current assets	410,661	370,112
Property, plant and equipment, net	62,927	73,395
Operating lease right of use assets	12,289	18,231
Other non-current assets	2,373	1,373
Intangible assets, net	164,644	172,479
Goodwill	204,195	183,306
Total assets	857,089	818,896
Current liabilities
Accounts payable	113,449	112,995
Accrued wages payable	19,162	11,512
Accrued interest payable	7,915	1,912
Other accrued expenses	9,133	7,725
Current portion of operating leases	6,877	6,595
Current portion of long-term debt and finance leases	8,105	8,751
Total current liabilities	164,641	149,490
Operating leases, less current installments	8,783	12,405
Long-term debt, less current installments	439,210	443,276
Finance leases, less current installments	617	907
Other non-current liabilities	4,667	1,025
Total non-current liabilities	453,277	457,613
Equity
Additional paid-in capital	385,839	378,709
Class A treasury stock, at cost, 373 shares	(3,857)	(3,857)
Accumulated deficit	(143,115)	(162,733)
Accumulated other comprehensive loss	(1,715)	(2,224)
Total stockholders' equity	237,181	209,924
Non-controlling interest	1,990	1,869
Total equity	239,171	211,793
Total liabilities and equity	857,089	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	Sep. 30, 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)	29,558	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)	239	252
Common stock, shares outstanding (in shares)	239	252

Condensed Consolidated Statemen

Condensed Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Total net sales	$ 277,019	$ 209,725	$ 882,037	$ 737,434
Total cost of sales	204,408	158,955	673,287	567,055
Gross profit	72,611	50,770	208,750	170,379
Operating expenses
Selling, general and administrative expenses	55,021	45,984	153,507	144,815
Restructuring	8,235	0	8,235	0
Goodwill impairment	0	47,264	0	47,264
Operating income (loss)	9,355	(42,478)	47,008	(21,700)
Interest expense, net	8,581	7,276	26,137	19,696
Other expense (income), net	35	172	158	(31)
Total other expense, net	8,616	7,448	26,295	19,665
Pretax net income (loss)	739	(49,926)	20,713	(41,365)
Income tax (expense) benefit	(283)	355	(923)	(368)
Net income (loss)	456	(49,571)	19,790	(41,733)
Net income (loss) attributable to non-controlling interest	5	(435)	172	(360)
Net income (loss) attributable to PetIQ, Inc.	$ 451	$ (49,136)	$ 19,618	$ (41,373)
Net income (loss) per share attributable to PetIQ, Inc. Class A common stock
Basic (in dollars per share)	$ 0.02	$ (1.68)	$ 0.67	$ (1.42)
Diluted (in dollars per share)	$ 0.02	$ (1.68)	$ 0.67	$ (1.42)
Weighted Average shares of Class A common stock outstanding
Basic (in shares)	29,181	29,224	29,116	29,224
Diluted (in shares)	29,715	29,224	29,386	29,224
Products
Total net sales	$ 239,665	$ 176,217	$ 776,825	$ 642,981
Total cost of sales	174,286	131,414	585,616	485,833
Services
Total net sales	37,354	33,508	105,212	94,453
Total cost of sales	$ 30,122	$ 27,541	$ 87,671	$ 81,222

Condensed Consolidated Statem_2

Condensed Consolidated Statements of Comprehensive Income (Loss) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Comprehensive Income (Loss)
Net income (loss)	$ 456	$ (49,571)	$ 19,790	$ (41,733)
Foreign currency translation adjustment	277	(942)	513	(2,475)
Comprehensive income (loss)	733	(50,513)	20,303	(44,208)
Comprehensive income (loss) attributable to non-controlling interest	7	(442)	176	(381)
Comprehensive income (loss) attributable to PetIQ, Inc.	$ 726	$ (50,071)	$ 20,127	$ (43,827)

Condensed Consolidated Statem_3

Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands	3 Months Ended		9 Months Ended		12 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022	Dec. 31, 2022
Cash flows from operating activities
Net income (loss)	$ 456	$ (49,571)	$ 19,790	$ (41,733)
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities
Depreciation and amortization of intangible assets and loan fees			35,816	26,564
Loss on disposition of property, plant, and equipment			7	56
Stock based compensation expense	2,851	2,238	8,059	8,904
Goodwill impairment	0	47,264	0	47,264	$ 47,264
Other non-cash activity			672	(7)
Changes in assets and liabilities, net of business acquisition
Accounts receivable			(32,562)	(11,219)
Inventories			16,451	(50,847)
Other assets			2,078	1,924
Accounts payable			(593)	18,957
Accrued wages payable			7,649	1,083
Other accrued expenses			7,362	(1,818)
Net cash provided by (used in) operating activities			64,729	(872)
Cash flows from investing activities
Business acquisition (net of cash acquired)			(27,634)	0
Purchase of property, plant, and equipment			(6,205)	(9,797)
Net cash used in investing activities			(33,839)	(9,797)
Cash flows from financing activities
Proceeds from issuance of long-term debt			35,000	44,000
Principal payments on long-term debt			(40,700)	(49,700)
Repurchase of Class A common stock			0	(3,857)
Principal payments on finance lease obligations			(1,138)	(1,097)
Tax withholding payments on Restricted Stock Units			(984)	(862)
Exercise of options to purchase Class A common stock			0	115
Net cash used in financing activities			(7,822)	(11,401)
Net change in cash and cash equivalents			23,068	(22,070)
Effect of exchange rate changes on cash and cash equivalents			281	(618)
Cash and cash equivalents, beginning of period			101,265	79,406	79,406
Cash and cash equivalents, end of period	$ 124,614	$ 56,718	124,614	56,718	$ 101,265
Supplemental cash flow information
Interest paid			18,139	18,550
Property, plant, and equipment acquired through accounts payable			185	376
Finance lease additions			0	59
Income taxes paid, net of refunds			$ 376	$ 258

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
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
Beginning treasury stock, shares outstanding (in shares) at Dec. 31, 2021				0
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 (loss)	(2,475)		(2,454)			(21)
Treasury stock purchased (in shares)				373
Treasury stock purchased	(3,857)			$ (3,857)
Stock based compensation expense	8,904				8,826	78
Exercise of Options to purchase common stock (in shares)							2
Exercise of Options to purchase common stock	115				115
Issuance of stock vesting of RSU's, net of tax withholdings (in shares)							158
Issuance of stock vesting of RSU's, net of tax withholdings	(862)				(862)
Net income (loss)	(41,733)	(41,373)				(360)
Ending balance at Sep. 30, 2022	215,312	(155,898)	(3,138)	$ (3,857)	376,277	1,899	$ 29		$ 0
Ending common stock, shares outstanding (in shares) at Sep. 30, 2022							29,319		252
Ending treasury stock, shares outstanding (in shares) at Sep. 30, 2022				373
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
Beginning treasury stock, shares outstanding (in shares) at Dec. 31, 2021				0
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
Ending treasury stock, shares outstanding (in shares) at Dec. 31, 2022	373			373
Beginning balance at Jun. 30, 2022	$ 267,441	(106,762)	(2,203)	$ 0	374,057	2,320	$ 29		$ 0
Beginning common stock, shares outstanding (in shares) at Jun. 30, 2022							29,304		252
Beginning treasury stock, shares outstanding (in shares) at Jun. 30, 2022				0
Increase (Decrease) in Stockholders' Equity
Other comprehensive income (loss)	(942)		(935)			(7)
Treasury stock purchased (in shares)				373
Treasury stock purchased	(3,857)			$ (3,857)
Stock based compensation expense	2,238				2,217	21
Issuance of stock vesting of RSU's, net of tax withholdings (in shares)							15
Issuance of stock vesting of RSU's, net of tax withholdings	3				3
Net income (loss)	(49,571)	(49,136)				(435)
Ending balance at Sep. 30, 2022	215,312	(155,898)	(3,138)	$ (3,857)	376,277	1,899	$ 29		$ 0
Ending common stock, shares outstanding (in shares) at Sep. 30, 2022							29,319		252
Ending treasury stock, shares outstanding (in shares) at Sep. 30, 2022				373
Beginning balance at Dec. 31, 2022	$ 211,793	(162,733)	(2,224)	$ (3,857)	378,709	1,869	$ 29		$ 0
Beginning common stock, shares outstanding (in shares) at Dec. 31, 2022							29,348	252	252
Beginning treasury stock, shares outstanding (in shares) at Dec. 31, 2022	373			373
Increase (Decrease) in Stockholders' Equity
Exchange of LLC Interests held by LLC Owners (in shares)							13		(13)
Exchange of LLC Interests held by LLC Owners	$ 0				122	(122)
Other comprehensive income (loss)	513		509			4
Stock based compensation expense	8,059				7,992	67
Issuance of stock vesting of RSU's, net of tax withholdings (in shares)							197
Issuance of stock vesting of RSU's, net of tax withholdings	(984)				(984)
Net income (loss)	19,790	19,618				172
Ending balance at Sep. 30, 2023	$ 239,171	(143,115)	(1,715)	$ (3,857)	385,839	1,990	$ 29		$ 0
Ending common stock, shares outstanding (in shares) at Sep. 30, 2023							29,558	239	239
Ending treasury stock, shares outstanding (in shares) at Sep. 30, 2023	373			373
Beginning balance at Jun. 30, 2023	$ 235,603	(143,566)	(1,990)	$ (3,857)	383,020	1,967	$ 29		$ 0
Beginning common stock, shares outstanding (in shares) at Jun. 30, 2023							29,551		244
Beginning treasury stock, shares outstanding (in shares) at Jun. 30, 2023				373
Increase (Decrease) in Stockholders' Equity
Exchange of LLC Interests held by LLC Owners (in shares)							5		(5)
Exchange of LLC Interests held by LLC Owners	0				7	(7)
Other comprehensive income (loss)	277		275			2
Stock based compensation expense	2,850				2,827	23
Issuance of stock vesting of RSU's, net of tax withholdings (in shares)							2
Issuance of stock vesting of RSU's, net of tax withholdings	(15)				(15)
Net income (loss)	456	451				5
Ending balance at Sep. 30, 2023	$ 239,171	$ (143,115)	$ (1,715)	$ (3,857)	$ 385,839	$ 1,990	$ 29		$ 0
Ending common stock, shares outstanding (in shares) at Sep. 30, 2023							29,558	239	239
Ending treasury stock, shares outstanding (in shares) at Sep. 30, 2023	373			373

Principal Business Activity and

Principal Business Activity and Significant Accounting Policies	9 Months Ended
	Sep. 30, 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", "our", 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 September 30, 2023 and December 31, 2022 and for the three and nine months ended September 30, 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 and nine months ended September 30, 2023.

Business Combination

Business Combination	9 Months Ended
	Sep. 30, 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. The purchase was subject to normal working capital adjustments. The following table summarizes the final allocations of the consideration paid of $27.6 million, which included the $26.5 million purchase price plus $1.1 million of working capital, to the assets acquired and liabilities assumed, based on the fair value at the date of the R&R Acquisition: $'s in 000's Fair Value Current assets $ 3,020 Other assets 1,208 Amortizable intangibles Trade name 7,100 Customer relationships 320 Total amortizable intangibles $ 7,420 Goodwill 20,641 Total assets $ 32,289 Current liabilities 1,000 Other tax liabilities 3,655 Total liabilities 4,655 Purchase price, net of cash acquired $ 27,634 Intangible assets will be amortized over the estimated useful lives of the assets through January 2033. The weighted average amortization period of the amortizable intangible assets is approximately 9.9 years. The identifiable intangible assets are measured at fair value as Level III in accordance with the fair value hierarchy. Goodwill represents the future economic benefits that do not qualify for separate recognition and primarily includes the assembled workforce and other non-contractual relationships, as well as expected future synergies. Approximately $19.4 million of the $20.6 million of Goodwill will not be tax deductible, and the remaining balance is expected to be deductible for tax purposes. Goodwill was allocated to the Products segment. Transaction costs of $0.5 million were incurred and are recorded in Selling, General, and Administrative costs on the condensed consolidated statement of operations.

Debt

Debt	9 Months Ended
	Sep. 30, 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 to replace the interest rate benchmark from LIBOR to Secured Overnight Financing Rate ("SOFR"). The interest rate at September 30, 2023 was 6.84%. 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 September 30, 2023, no amounts were outstanding under the ABL. 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 Term Loan B requires quarterly payments of 0.25% of the original principal amount, with the balance due on April 13, 2028. On May 25, 2023, the Term Loan B was amended to replace the interest rate benchmark from the Adjusted Eurodollar Rate to SOFR. The interest rate at September 30, 2023 was 9.84% 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 September 30, 2023 December 31, 2022 Convertible Notes $ 143,750 $ 143,750 Term Loan B 293,250 295,500 Revolving credit facility — — Other debt 16,642 19,690 Net discount on debt and deferred financing fees (7,096) (8,531) $ 446,546 $ 450,409 Less current maturities of long-term debt (7,336) (7,133) Total long-term debt $ 439,210 $ 443,276 Future maturities of long-term debt, excluding the discount on debt and deferred financing fees, as of September 30, 2023, are as follows: ($'s in 000's) Remainder of 2023 $ 1,766 2024 7,426 2025 4,600 2026 147,350 2027 3,600 Thereafter 288,900

Intangible Assets and Goodwill

Intangible Assets and Goodwill	9 Months Ended
	Sep. 30, 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 September 30, 2023 December 31, 2022 Amortizable intangibles Certification 7 years $ 350 $ 350 Customer relationships 10-20 years 160,418 160,040 Patents and processes 5-10 years 14,731 14,634 Brand names 5-15 years 31,778 24,633 Total amortizable intangibles 207,277 199,657 Less accumulated amortization (75,872) (62,085) Total net amortizable intangibles 131,405 137,572 Non-amortizable intangibles Trademarks and other 33,239 33,239 In-process research and development — 1,668 Intangible assets, net of accumulated amortization $ 164,644 $ 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 September 30, 2023 and 2022 was $4.5 million and $4.6 million, respectively. Amortization expense for the nine months ended September 30, 2023, and 2022 was $15.3 million and $13.6 million, respectively. During the nine months ended September 30, 2023, the Company opted out of the final acquired project included in in-process research and development, effectively abandoning the associated research and development effort. Accordingly, the Company wrote off the associated intangible asset of $1.7 million in the Products segment, the expense for which is included as amortization expense in selling, general and administrative expenses on the condensed consolidated statement of operations for the nine months ended September 30, 2023. Estimated future amortization expense for each of the following years is as follows: Years ending December 31, ($'s in 000's) Remainder of 2023 $ 4,510 2024 15,839 2025 15,110 2026 14,415 2027 13,702 Thereafter 67,829 The following is a summary of the changes in the carrying value of goodwill for the period from January 1, 2022 to September 30, 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 20,641 — 20,641 Foreign currency translation 248 — 248 Goodwill as of September 30, 2023 $ 204,195 $ — $ 204,195

Income Tax

Income Tax	9 Months Ended
	Sep. 30, 2023
Income Tax Disclosure [Abstract]
Income Tax	Note 5 — Income Tax The Company’s tax provision for interim periods is determined by using an estimated annual effective tax rate, adjusted for discrete items arising in that quarter. In each quarter, the Company updates the estimated annual effective tax rate and makes a year-to-date adjustment to the provision. The estimated annual effective tax rate is subject to significant volatility due to several factors, including our ability to accurately predict the Company’s pre-tax and taxable income and loss and the mix of jurisdictions to which they relate. Our effective tax rate from continuing operations was 38.3% and 4.5% for the three and nine months ended September 30, 2023, respectively, and 0.7% and (0.9%) for the three and nine months ended September 30, 2022, respectively, including discrete items. Income tax expense for the three and nine months ended September 30, 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 September 30, 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	9 Months Ended
	Sep. 30, 2023
Earnings Per Share [Abstract]
Earnings per Share	Note 6 — Earnings per Share Basic and Diluted Earnings (Loss) per Share Basic earnings (loss) per share of Class A common stock is computed by dividing net income (loss) available to PetIQ, Inc. by the weighted-average number of shares of Class A common stock outstanding during the period. Diluted earnings (loss) per share of Class A common stock is computed by dividing net income (loss) available to PetIQ, Inc. by the weighted-average number of shares of Class A common stock outstanding adjusted to give effect to potentially dilutive securities. The following table sets forth reconciliations of the numerators and denominators used to compute basic and diluted earnings (loss) per share of Class A common stock: Three months ended September 30, Nine months ended September 30, (in 000's, except for per share amounts) 2023 2022 2023 2022 Numerator: Net income (loss) $ 456 $ (49,571) $ 19,790 $ (41,733) Less: net income (loss) attributable to non-controlling interests 5 (435) 172 (360) Net income (loss) attributable to PetIQ, Inc. — basic and diluted 451 (49,136) 19,618 (41,373) Denominator (1) : Weighted-average shares of Class A common stock outstanding — basic 29,181 29,224 29,116 29,224 Dilutive impact of share-based compensation awards (2) 534 — 270 — Dilutive effect of conversion of Notes (3) — — — — Weighted-average shares of Class A common stock outstanding — diluted 29,715 29,224 29,386 29,224 Income (loss) per share of Class A common stock — basic $ 0.02 $ (1.68) $ 0.67 $ (1.42) Income (loss) per share of Class A common stock — diluted $ 0.02 $ (1.68) $ 0.67 $ (1.42) (1) Shares of the Company’s Class B common stock do not share in the earnings of the Company and are therefore not participating securities. As such, separate presentation of basic and diluted earnings per share of Class B common stock under the two-class method has not been presented. (2) For the three and nine months ended September 30, 2023, 1,367 thousand and 2,142 thousand of outstanding share-based compensation awards were excluded from the computation of diluted earnings per share, as the effect of including those shares would be anti-dilutive. For the three and nine months ended September 30, 2022, 2,571 thousand and 2,194 thousand of outstanding share-based compensation awards were excluded from the computation of diluted earnings per share, as the effect of including those shares would be anti-dilutive.

Stock Based Compensation

Stock Based Compensation	9 Months Ended
	Sep. 30, 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, 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 September 30, 2023 and 2022, 1,105,658 and 2,081,000 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 $0.4 million and $1.3 million for the three and nine months ended September 30, 2023, respectively, and $0.5 million and $2.7 million for the three and nine months ended September 30, 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 nine months ended September 30, 2022. No options were issued for the nine months ended September 30, 2023: September 30, 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 September 30, 2023, total unrecognized compensation cost related to unvested stock options was $2.1 million and is expected to be recognized over a weighted-average period of 1.2 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 (90) 18.31 Cancelled (46) 31.54 Outstanding at September 30, 2023 1,516 $ 25.69 $ 964 4.9 Options exercisable at September 30, 2023 1,306 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 September 30, 2023, total unrecognized compensation cost related to unvested RSUs was $26.1 million and is expected to vest over a weighted average period of 3.1 years. The fair value of these equity awards is amortized to equity based compensation expense over the vesting period, which totaled $2.5 million and $6.8 million for the three and nine months ended September 30, 2023, and $1.7 million and $6.1 million for the three and nine months ended September 30, 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 September 30, 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 1,312 12.01 Settled (232) 22.79 Forfeited (194) 16.84 Nonvested RSUs at September 30, 2023 1,739 $ 15.20

Non-Controlling Interests

Non-Controlling Interests	9 Months Ended
	Sep. 30, 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 — 197 197 Exchange transactions (13) 13 — As of September 30, 2023 239 29,184 29,423 0.8 % 99.2 % Note that certain figures shown in the table above may not recalculate due to rounding. For the three and nine months ended September 30, 2023, the Company owned a weighted average of 99.2%, of HoldCo, and for the three and nine months ended September 30, 2022 the Company owned a weighted average of 99.1%, respectively.

Customer Concentration

Customer Concentration	9 Months Ended
	Sep. 30, 2023
Risks and Uncertainties [Abstract]
Customer Concentration	Note 9 — Customer Concentration The Company has significant exposure to customer concentration. During the three and nine months ended September 30, 2023 , two customers individually accounted for more than 10% of sales, comprising 36% and 41% of net sales in aggregate, respectively for such periods. During the three and nine months ended September 30, 2022 three customers individually accounted for more than 10% of sales, comprising 44% and 44% of net sales, respectively for such periods. At September 30, 2023, two Products segment customers individually accounted for more than 10% of outstanding trade receivables, and accounted for 53% 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	9 Months Ended
	Sep. 30, 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 September 30, 2023 and December 31, 2022 as the Company does not consider any contingency to be probable or estimable. During the nine months ended September 30, 2022, the Company recorded $3.5 million of expense associated with a lawsuit brought by a former supplier to the Company relating 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 long-term debt that are discussed further in Note - 3, Debt, and leases. 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	9 Months Ended
	Sep. 30, 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 September 30, 2023 Net sales $ 239,665 $ 37,354 Segment Adjusted EBITDA 29,039 2,912 Depreciation expense 1,870 8,981 $'s in 000's Products Services September 30, 2022 Net sales $ 176,217 $ 33,508 Segment Adjusted EBITDA 18,282 927 Depreciation expense 1,761 1,815 Financial information relating to the Company’s operating segments for the nine months ended: $'s in 000's Products Services September 30, 2023 Net sales $ 776,825 $ 105,212 Segment Adjusted EBITDA 94,513 5,274 Depreciation expense 5,547 12,989 $'s in 000's Products Services September 30, 2022 Net sales $ 642,981 $ 94,453 Segment Adjusted EBITDA 74,095 4,290 Depreciation expense 5,461 5,312 The following table reconciles Segment Adjusted EBITDA to Net income for the periods presented. For the three months ended For the nine months ended $'s in 000's September 30, 2023 September 30, 2022 September 30, 2023 September 30, 2022 Segment Adjusted EBITDA: Products (1) $ 29,039 $ 18,282 $ 94,513 $ 74,095 Services (1) 2,912 927 5,274 4,290 Total 31,951 19,209 99,787 78,385 Adjustments: Depreciation (2) (10,851) (3,576) (18,536) (10,773) Amortization (4,546) (4,602) (15,285) (13,602) Interest (8,581) (7,276) (26,137) (19,696) Goodwill impairment (3) — (47,264) — (47,264) Acquisition costs (4) 122 (1,035) (713) (1,191) Stock based compensation expense (2,851) (2,238) (8,059) (8,904) Non same-store adjustment (5) (2,791) (2,944) (7,036) (13,575) Integration costs (6) (484) (200) (2,078) (943) Restructuring (7) (1,200) — (1,200) — Litigation expenses (30) — (30) (3,802) Pretax net income (loss) $ 739 $ (49,926) $ 20,713 $ (41,365) Income tax (expense) benefit (283) 355 (923) (368) Net income (loss) $ 456 $ (49,571) $ 19,790 $ (41,733) (1) In the fourth quarter of 2022, the Company began 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 and nine months ended September 30, 2022 has been recast for comparability. For the three and nine months ended September 30, 2022, total corporate expenses were $20.7 million, of which $17.4 million was allocated to Products and $3.3 million was allocated to Services, and $60.6 million, of which $52.8 million was allocated to Products and $7.8 million was allocated to Services, respectively. (2) Depreciation includes $7.3 million of accelerated depreciation recognized during the three and nine months ended September 30, 2023, associated with Services segment optimization. (3) Non-cash goodwill impairment due to a significant decline in the Company’s market capitalization, driven primarily by rising interest rates and macroeconomic conditions. (4) Acquisition costs include legal, accounting, banking, consulting, diligence, and other costs related to completed and contemplated acquisitions. (5) 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. (6) Integration costs represent costs related to integrating acquired businesses, including personnel costs such as severance and retention bonuses, consulting costs, contract termination costs and IT conversion costs. (7) Restructuring consists of variable lease expenses, inventory valuation adjustments and other miscellaneous costs. Supplemental geographic disclosures are below. Three Months Ended September 30, 2023 $'s in 000's U.S. Foreign Total Product sales $ 237,962 $ 1,703 $ 239,665 Service revenue 37,354 — 37,354 Total net sales $ 275,316 $ 1,703 $ 277,019 Three Months Ended September 30, 2022 $'s in 000's U.S. Foreign Total Product sales $ 174,517 $ 1,700 $ 176,217 Service revenue 33,508 — 33,508 Total net sales $ 208,025 $ 1,700 $ 209,725 Nine Months Ended September 30, 2023 $'s in 000's U.S. Foreign Total Product sales $ 772,013 $ 4,812 $ 776,825 Service revenue 105,212 — 105,212 Total net sales $ 877,225 $ 4,812 $ 882,037 Nine Months Ended September 30, 2022 $'s in 000's U.S. Foreign Total Product sales $ 637,385 $ 5,596 $ 642,981 Service revenue 94,453 — 94,453 Total net sales $ 731,838 $ 5,596 $ 737,434 Property, plant, and equipment by geographic location is below. September 30, 2023 December 31, 2022 United States $ 58,921 $ 69,376 Europe 4,006 4,019 Total $ 62,927 $ 73,395

Restructuring

Restructuring	9 Months Ended
	Sep. 30, 2023
Restructuring and Related Activities [Abstract]
Restructuring	Note 12 — Restructuring During the third quarter of 2023, the Company implemented a Services segment optimization (the "optimization") to improve the functioning of the Services segment and profitability. The optimization included assessing the operational and financial performance of the Company's wellness centers since re-opening after the pandemic as well as the assessment of the veterinary labor market in each geographic market. The Company also evaluated its ability to potentially convert these locations to a more hygiene-focused offering and determined they would be unable to convert these locations in the future based on the aforementioned assessment and the available square footage within the respective wellness centers. As a result of the optimization, the Company identified 149 underperforming wellness centers for closure. The Company closed 45 wellness centers during the three months ended September 30, 2023, and expects to close the remaining 104 wellness centers in the fourth quarter ending December 31, 2023. The Company ended the third quarter of 2023 with 237 wellness centers and expects to end 2023 with 133 wellness centers . Restructuring and related charges attributable to the optimization were $8.5 million recorded on the condensed consolidated statements of operations for the three and nine months ended September 30, 2023. Total restructuring and related charges are expected to be approximately $14.6 million for the year ending December 31, 2023, including approximately $11.1 million of depreciation and amortization as well as $0.3 million inventory valuation adjustments. Additionally, not included in restructuring and related costs are approximately $3.0 million of operating lease liabilities on the condensed consolidated balance sheet. Closure of the wellness centers will require the Company to terminate leases early, which the Company anticipates paying off in the fourth quarter of 2023. In addition to the lease payoff, the Company also expects to pay severance and other termination costs of approximately $3.3 million. Restructuring charges include accelerated depreciation and amortization, variable lease expenses, and other miscellaneous costs. The remaining costs pertain to variable lease expenses, lease termination costs, severance, and other miscellaneous costs. Restructuring expenses for the three and nine months ended September 30, 2023 are as follows: For the three months ended For the nine months ended $'s in 000's September 30, 2023 September 30, 2022 September 30, 2023 September 30, 2022 Included in Cost of services Inventory reserve $ 250 $ — $ 250 $ — Total in Cost of services 250 — 250 — Included in Restructuring Accelerated depreciation - property, plant and equipment $ 5,580 $ — $ 5,580 $ — Accelerated amortization - operating lease right of use assets 1,755 — 1,755 $ — Other 900 — 900 $ — Total in Restructuring 8,235 — 8,235 — Total Restructuring Expenses $ 8,485 $ — $ 8,485 $ — A roll forward of our liability related to the optimization, which is included in accrued liabilities on our condensed consolidated balance sheets, is as follows (in thousands): $'s in 000's Expenses Cash Payments Non-Cash Amounts Liability at September 30, 2023 Accelerated depreciation - property, plant and equipment $ 5,580 $ — $ (5,580) $ — Accelerated amortization - operating lease right of use assets 1,755 — (1,755) — Inventory reserve 250 — (250) — Other 900 — — 900 Total Restructuring Expenses $ 8,485 $ — $ (7,585) $ 900

Related Parties

Related Parties	9 Months Ended
	Sep. 30, 2023
Related Party Transactions [Abstract]
Related Parties	Note 13 — 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 $6.6 million and $7.2 million for policies that cover the nine months ended September 30, 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 $0.2 million for the three and nine months ended September 30, 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 estimated at $0.4 million. $0.01 million was paid to Broadvoice in the three and nine months ended September 30, 2023. Mr. Michael Glasman earns various fees based on the services provided by Broadvoice.

Pay vs Performance Disclosure

Pay vs Performance Disclosure - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Pay vs Performance Disclosure
Net Income (Loss) Attributable to Parent	$ 451	$ (49,136)	$ 19,618	$ (41,373)

Insider Trading Arrangements

Insider Trading Arrangements	3 Months Ended
	Sep. 30, 2023
Trading Arrangements, by Individual
Rule 10b5-1 Arrangement Adopted	false
Non-Rule 10b5-1 Arrangement Adopted	false
Rule 10b5-1 Arrangement Terminated	false
Non-Rule 10b5-1 Arrangement Terminated	false

Principal Business Activity a_2

Principal Business Activity and Significant Accounting Policies (Policies)	9 Months Ended
	Sep. 30, 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)	9 Months Ended
	Sep. 30, 2023
Business Combination and Asset Acquisition [Abstract]
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed	The following table summarizes the final allocations of the consideration paid of $27.6 million, which included the $26.5 million purchase price plus $1.1 million of working capital, to the assets acquired and liabilities assumed, based on the fair value at the date of the R&R Acquisition: $'s in 000's Fair Value Current assets $ 3,020 Other assets 1,208 Amortizable intangibles Trade name 7,100 Customer relationships 320 Total amortizable intangibles $ 7,420 Goodwill 20,641 Total assets $ 32,289 Current liabilities 1,000 Other tax liabilities 3,655 Total liabilities 4,655 Purchase price, net of cash acquired $ 27,634

Debt (Tables)

Debt (Tables)	9 Months Ended
	Sep. 30, 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 September 30, 2023 December 31, 2022 Convertible Notes $ 143,750 $ 143,750 Term Loan B 293,250 295,500 Revolving credit facility — — Other debt 16,642 19,690 Net discount on debt and deferred financing fees (7,096) (8,531) $ 446,546 $ 450,409 Less current maturities of long-term debt (7,336) (7,133) Total long-term debt $ 439,210 $ 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 September 30, 2023, are as follows: ($'s in 000's) Remainder of 2023 $ 1,766 2024 7,426 2025 4,600 2026 147,350 2027 3,600 Thereafter 288,900

Intangible Assets and Goodwill

Intangible Assets and Goodwill (Tables)	9 Months Ended
	Sep. 30, 2023
Goodwill and Intangible Assets Disclosure [Abstract]
Schedule of Intangible Assets	Intangible assets consist of the following at: $'s in 000's Useful Lives September 30, 2023 December 31, 2022 Amortizable intangibles Certification 7 years $ 350 $ 350 Customer relationships 10-20 years 160,418 160,040 Patents and processes 5-10 years 14,731 14,634 Brand names 5-15 years 31,778 24,633 Total amortizable intangibles 207,277 199,657 Less accumulated amortization (75,872) (62,085) Total net amortizable intangibles 131,405 137,572 Non-amortizable intangibles Trademarks and other 33,239 33,239 In-process research and development — 1,668 Intangible assets, net of accumulated amortization $ 164,644 $ 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 $ 4,510 2024 15,839 2025 15,110 2026 14,415 2027 13,702 Thereafter 67,829
Schedule of Goodwill	The following is a summary of the changes in the carrying value of goodwill for the period from January 1, 2022 to September 30, 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 20,641 — 20,641 Foreign currency translation 248 — 248 Goodwill as of September 30, 2023 $ 204,195 $ — $ 204,195

Earnings per Share (Tables)

Earnings per Share (Tables)	9 Months Ended
	Sep. 30, 2023
Earnings Per Share [Abstract]
Reconciliation of Basic and Diluted Earnings (Loss) per Share	The following table sets forth reconciliations of the numerators and denominators used to compute basic and diluted earnings (loss) per share of Class A common stock: Three months ended September 30, Nine months ended September 30, (in 000's, except for per share amounts) 2023 2022 2023 2022 Numerator: Net income (loss) $ 456 $ (49,571) $ 19,790 $ (41,733) Less: net income (loss) attributable to non-controlling interests 5 (435) 172 (360) Net income (loss) attributable to PetIQ, Inc. — basic and diluted 451 (49,136) 19,618 (41,373) Denominator (1) : Weighted-average shares of Class A common stock outstanding — basic 29,181 29,224 29,116 29,224 Dilutive impact of share-based compensation awards (2) 534 — 270 — Dilutive effect of conversion of Notes (3) — — — — Weighted-average shares of Class A common stock outstanding — diluted 29,715 29,224 29,386 29,224 Income (loss) per share of Class A common stock — basic $ 0.02 $ (1.68) $ 0.67 $ (1.42) Income (loss) per share of Class A common stock — diluted $ 0.02 $ (1.68) $ 0.67 $ (1.42) (1) Shares of the Company’s Class B common stock do not share in the earnings of the Company and are therefore not participating securities. As such, separate presentation of basic and diluted earnings per share of Class B common stock under the two-class method has not been presented. (2) For the three and nine months ended September 30, 2023, 1,367 thousand and 2,142 thousand of outstanding share-based compensation awards were excluded from the computation of diluted earnings per share, as the effect of including those shares would be anti-dilutive. For the three and nine months ended September 30, 2022, 2,571 thousand and 2,194 thousand of outstanding share-based compensation awards were excluded from the computation of diluted earnings per share, as the effect of including those shares would be anti-dilutive.

Stock Based Compensation (Table

Stock Based Compensation (Tables)	9 Months Ended
	Sep. 30, 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 nine months ended September 30, 2022. No options were issued for the nine months ended September 30, 2023: September 30, 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 (90) 18.31 Cancelled (46) 31.54 Outstanding at September 30, 2023 1,516 $ 25.69 $ 964 4.9 Options exercisable at September 30, 2023 1,306
Summary of RSU Activity	The following table summarizes the activity of the Company’s RSUs for the period ended September 30, 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 1,312 12.01 Settled (232) 22.79 Forfeited (194) 16.84 Nonvested RSUs at September 30, 2023 1,739 $ 15.20

Non-Controlling Interests (Tabl

Non-Controlling Interests (Tables)	9 Months Ended
	Sep. 30, 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 — 197 197 Exchange transactions (13) 13 — As of September 30, 2023 239 29,184 29,423 0.8 % 99.2 % Note that certain figures shown in the table above may not recalculate due to rounding.

Segments (Tables)

Segments (Tables)	9 Months Ended
	Sep. 30, 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 September 30, 2023 Net sales $ 239,665 $ 37,354 Segment Adjusted EBITDA 29,039 2,912 Depreciation expense 1,870 8,981 $'s in 000's Products Services September 30, 2022 Net sales $ 176,217 $ 33,508 Segment Adjusted EBITDA 18,282 927 Depreciation expense 1,761 1,815 Financial information relating to the Company’s operating segments for the nine months ended: $'s in 000's Products Services September 30, 2023 Net sales $ 776,825 $ 105,212 Segment Adjusted EBITDA 94,513 5,274 Depreciation expense 5,547 12,989 $'s in 000's Products Services September 30, 2022 Net sales $ 642,981 $ 94,453 Segment Adjusted EBITDA 74,095 4,290 Depreciation expense 5,461 5,312
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 For the nine months ended $'s in 000's September 30, 2023 September 30, 2022 September 30, 2023 September 30, 2022 Segment Adjusted EBITDA: Products (1) $ 29,039 $ 18,282 $ 94,513 $ 74,095 Services (1) 2,912 927 5,274 4,290 Total 31,951 19,209 99,787 78,385 Adjustments: Depreciation (2) (10,851) (3,576) (18,536) (10,773) Amortization (4,546) (4,602) (15,285) (13,602) Interest (8,581) (7,276) (26,137) (19,696) Goodwill impairment (3) — (47,264) — (47,264) Acquisition costs (4) 122 (1,035) (713) (1,191) Stock based compensation expense (2,851) (2,238) (8,059) (8,904) Non same-store adjustment (5) (2,791) (2,944) (7,036) (13,575) Integration costs (6) (484) (200) (2,078) (943) Restructuring (7) (1,200) — (1,200) — Litigation expenses (30) — (30) (3,802) Pretax net income (loss) $ 739 $ (49,926) $ 20,713 $ (41,365) Income tax (expense) benefit (283) 355 (923) (368) Net income (loss) $ 456 $ (49,571) $ 19,790 $ (41,733) (1) In the fourth quarter of 2022, the Company began 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 and nine months ended September 30, 2022 has been recast for comparability. For the three and nine months ended September 30, 2022, total corporate expenses were $20.7 million, of which $17.4 million was allocated to Products and $3.3 million was allocated to Services, and $60.6 million, of which $52.8 million was allocated to Products and $7.8 million was allocated to Services, respectively. (2) Depreciation includes $7.3 million of accelerated depreciation recognized during the three and nine months ended September 30, 2023, associated with Services segment optimization. (3) Non-cash goodwill impairment due to a significant decline in the Company’s market capitalization, driven primarily by rising interest rates and macroeconomic conditions. (4) Acquisition costs include legal, accounting, banking, consulting, diligence, and other costs related to completed and contemplated acquisitions. (5) 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. (6) Integration costs represent costs related to integrating acquired businesses, including personnel costs such as severance and retention bonuses, consulting costs, contract termination costs and IT conversion costs. (7) Restructuring consists of variable lease expenses, inventory valuation adjustments and other miscellaneous costs.
Long-Lived Assets by Geographic Areas	Supplemental geographic disclosures are below. Three Months Ended September 30, 2023 $'s in 000's U.S. Foreign Total Product sales $ 237,962 $ 1,703 $ 239,665 Service revenue 37,354 — 37,354 Total net sales $ 275,316 $ 1,703 $ 277,019 Three Months Ended September 30, 2022 $'s in 000's U.S. Foreign Total Product sales $ 174,517 $ 1,700 $ 176,217 Service revenue 33,508 — 33,508 Total net sales $ 208,025 $ 1,700 $ 209,725 Nine Months Ended September 30, 2023 $'s in 000's U.S. Foreign Total Product sales $ 772,013 $ 4,812 $ 776,825 Service revenue 105,212 — 105,212 Total net sales $ 877,225 $ 4,812 $ 882,037 Nine Months Ended September 30, 2022 $'s in 000's U.S. Foreign Total Product sales $ 637,385 $ 5,596 $ 642,981 Service revenue 94,453 — 94,453 Total net sales $ 731,838 $ 5,596 $ 737,434 Property, plant, and equipment by geographic location is below. September 30, 2023 December 31, 2022 United States $ 58,921 $ 69,376 Europe 4,006 4,019 Total $ 62,927 $ 73,395

Restructuring (Tables)

Restructuring (Tables)	9 Months Ended
	Sep. 30, 2023
Restructuring and Related Activities [Abstract]
Restructuring and Related Costs	Restructuring expenses for the three and nine months ended September 30, 2023 are as follows: For the three months ended For the nine months ended $'s in 000's September 30, 2023 September 30, 2022 September 30, 2023 September 30, 2022 Included in Cost of services Inventory reserve $ 250 $ — $ 250 $ — Total in Cost of services 250 — 250 — Included in Restructuring Accelerated depreciation - property, plant and equipment $ 5,580 $ — $ 5,580 $ — Accelerated amortization - operating lease right of use assets 1,755 — 1,755 $ — Other 900 — 900 $ — Total in Restructuring 8,235 — 8,235 — Total Restructuring Expenses $ 8,485 $ — $ 8,485 $ — A roll forward of our liability related to the optimization, which is included in accrued liabilities on our condensed consolidated balance sheets, is as follows (in thousands): $'s in 000's Expenses Cash Payments Non-Cash Amounts Liability at September 30, 2023 Accelerated depreciation - property, plant and equipment $ 5,580 $ — $ (5,580) $ — Accelerated amortization - operating lease right of use assets 1,755 — (1,755) — Inventory reserve 250 — (250) — Other 900 — — 900 Total Restructuring Expenses $ 8,485 $ — $ (7,585) $ 900

Principal Business Activity a_3

Principal Business Activity and Significant Accounting Policies (Details)	9 Months Ended
	Sep. 30, 2023 segment location state distributionCenter
Accounting Policies [Abstract]
Number of points of distribution (more than) | distributionCenter	60,000
Number of retail pharmacy locations (more than) | 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		9 Months Ended
	Jan. 13, 2023	Sep. 30, 2023	Dec. 31, 2022	Dec. 31, 2021
Business Acquisition [Line Items]
Goodwill		$ 204,195	$ 183,306	$ 231,110
Rocco & Roxie
Business Acquisition [Line Items]
Payments to acquire business	$ 26,500
Consideration paid	27,600
Preliminary working capital	1,100
Current assets	3,020
Other assets	1,208
Amortizable intangibles	7,420
Goodwill	20,641
Total assets	32,289
Current liabilities	1,000
Other tax liabilities	3,655
Total liabilities	4,655
Purchase price, net of cash acquired	27,634
Weighted average amortization period		9 years 10 months 24 days
Amount of goodwill not tax deductible	19,400
Transaction costs	500
Trade name | Rocco & Roxie
Business Acquisition [Line Items]
Amortizable intangibles	7,100
Customer relationships | Rocco & Roxie
Business Acquisition [Line Items]
Amortizable intangibles	$ 320

Debt - Narrative (Details)

Debt - Narrative (Details) - USD ($)	Apr. 13, 2021	Sep. 30, 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		6.84%
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		9.84%
Floor rate	0.50%
Percentage of periodic payment, principal	0.25%
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	Sep. 30, 2023	Dec. 31, 2022
Debt
Other debt	$ 16,642	$ 19,690
Net discount on debt and deferred financing fees	(7,096)	(8,531)
Long-term debt	446,546	450,409
Less current maturities of long-term debt	(7,336)	(7,133)
Long-term debt, less current installments	439,210	443,276
Term Loan B
Debt
Outstanding balance	293,250	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	Sep. 30, 2023 USD ($)
Future maturities of long-term debt
Remainder of 2023	$ 1,766
2024	7,426
2025	4,600
2026	147,350
2027	3,600
Thereafter	$ 288,900

Intangible Assets and Goodwil_2

Intangible Assets and Goodwill - Intangible Assets (Details) - USD ($) $ in Thousands	Sep. 30, 2023	Dec. 31, 2022
Intangible Assets and Goodwill
Amortizable Intangibles, gross	$ 207,277	$ 199,657
Less accumulated amortization	(75,872)	(62,085)
Total net amortizable intangibles	131,405	137,572
Intangible assets, net of accumulated amortization	164,644	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	$ 0	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	160,418	160,040
Patents and processes
Intangible Assets and Goodwill
Amortizable Intangibles, gross	14,731	14,634
Brand names
Intangible Assets and Goodwill
Amortizable Intangibles, gross	$ 31,778	$ 24,633
Minimum | Customer relationships
Intangible Assets and Goodwill
Amortizable intangibles, useful lives	10 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_3

Intangible Assets and Goodwill - Additional Information (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Intangible Assets and Goodwill
Amortization expense	$ 4,500	$ 4,600	$ 15,300	$ 13,600
Write-off of selling, general and administrative expenses	$ 55,021	$ 45,984	153,507	$ 144,815
In-process research and development
Intangible Assets and Goodwill
Write-off of selling, general and administrative expenses			$ 1,700

Intangible Assets and Goodwil_4

Intangible Assets and Goodwill - Estimated Future Amortization Expense (Details) $ in Thousands	Sep. 30, 2023 USD ($)
Goodwill and Intangible Assets Disclosure [Abstract]
Remainder of 2023	$ 4,510
2024	15,839
2025	15,110
2026	14,415
2027	13,702
Thereafter	$ 67,829

Intangible Assets and Goodwil_5

Intangible Assets and Goodwill - Schedule of Goodwill (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended		12 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022	Dec. 31, 2022
Goodwill [Roll Forward]
Goodwill, beginning balance			$ 183,306	$ 231,110	$ 231,110
Foreign currency translation			248		(540)
Goodwill impairment	$ 0	$ (47,264)	0	(47,264)	(47,264)
R&R Acquisition			20,641
Goodwill, ending balance	204,195		204,195		183,306
Products
Goodwill [Roll Forward]
Goodwill, beginning balance			183,306	183,846	183,846
Foreign currency translation			248		(540)
Goodwill impairment					0
R&R Acquisition			20,641
Goodwill, ending balance	204,195		204,195		183,306
Services
Goodwill [Roll Forward]
Goodwill, beginning balance			0	$ 47,264	47,264
Foreign currency translation			0		0
Goodwill impairment					(47,264)
R&R Acquisition			0
Goodwill, ending balance	$ 0		$ 0		$ 0

Income Tax (Details)

Income Tax (Details)	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Income Tax Disclosure [Abstract]
Effective tax rate	38.30%	0.70%	4.50%	(0.90%)

Earnings per Share - Reconcilia

Earnings per Share - Reconciliation (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Numerator:
Net income (loss)	$ 456	$ (49,571)	$ 19,790	$ (41,733)
Less: net income (loss) attributable to non-controlling interests	5	(435)	172	(360)
Net income (loss) attributable to PetIQ, Inc.	$ 451	$ (49,136)	$ 19,618	$ (41,373)
Denominator:
Weighted-average shares of Class A common stock outstanding — basic (in shares)	29,181	29,224	29,116	29,224
Dilutive effect of conversion of Notes (in shares)	0	0	0	0
Weighted-average shares of Class A common stock outstanding — diluted (in shares)	29,715	29,224	29,386	29,224
Earnings Per Share
Income (loss) per share of Class A common stock — basic (in dollars per share)	$ 0.02	$ (1.68)	$ 0.67	$ (1.42)
Income (loss) per share of Class A common stock — diluted (in dollars per share)	$ 0.02	$ (1.68)	$ 0.67	$ (1.42)
Stock options
Denominator:
Dilutive impact of share-based compensation awards (in shares)	534	0	270	0

Earnings Per Share - Narrative

Earnings Per Share - Narrative (Details) - shares shares in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Share-Based Payment Arrangement
Dilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Dilutive shares excluded from computation of diluted earnings per share (in shares)	1,367	2,571	2,142	2,194
Convertible Debt Securities
Dilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Dilutive shares excluded from computation of diluted earnings per share (in shares)	4,848	4,848	4,848	4,848

Stock Based Compensation - Narr

Stock Based Compensation - Narrative (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended		12 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022	Dec. 31, 2022
Stock Based Compensation
Granted (in shares)			0		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	$ 2,851	$ 2,238	$ 8,059	$ 8,904
Unrecognized compensation cost related to unvested stock options	2,100		$ 2,100
Unrecognized compensation cost related to unvested options, recognized weighted-average period			1 year 2 months 12 days
Stock based compensation expense	$ 2,851	$ 2,238	$ 8,059	$ 8,904
Class A common stock
Stock Based Compensation
Number of shares reserved (in shares)	800,000		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		5,804,000
Share available for issuance (in shares)	1,105,658	2,081,000	1,105,658	2,081,000
Maximum
Stock Based Compensation
Maximum term for stock options			10 years
Stock options
Stock Based Compensation
Stock based compensation expense	$ 400	$ 500	$ 1,300	$ 2,700
Stock based compensation expense	400	500	1,300	2,700
RSU
Stock Based Compensation
Stock based compensation expense	2,500	1,700	6,800	6,100
Unrecognized compensation cost related to unvested stock options	26,100		$ 26,100
Vesting period			3 years 1 month 6 days
Stock based compensation expense	$ 2,500	$ 1,700	$ 6,800	$ 6,100

Stock Based Compensation - Weig

Stock Based Compensation - Weighted Average Assumptions (Details)	9 Months Ended
	Sep. 30, 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	9 Months Ended	12 Months Ended
	Sep. 30, 2023	Dec. 31, 2022	Dec. 31, 2021
Stock Options (in 000's)
Outstanding - beginning balance (in shares)	1,652	1,768
Granted (in shares)	0	83
Exercised (in shares)		(2)
Forfeited (in shares)	(90)	(110)
Cancelled (in shares)	(46)	(86)
Outstanding - ending balance (in shares)	1,516	1,652	1,768
Options exercisable (in shares)	1,306
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)	18.31	29.24
Cancelled (in dollars per share)	31.54	31.12
Ending balance (in dollars per share)	$ 25.69	$ 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	$ 964	$ 53	$ 2,897
Weighted average remaining contractual life (years)	4 years 10 months 24 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	9 Months Ended	12 Months Ended
	Sep. 30, 2023	Dec. 31, 2022
Number of Shares
Beginning balance (in shares)	853	459
Granted (in shares)	1,312	802
Settled (in shares)	(232)	(231)
Forfeited (in shares)	(194)	(177)
Ending balance (in shares)	1,739	853
Weighted Average Grant Date Fair Value
Beginning balance (in dollars per share)	$ 23.06	$ 31.08
Granted (in dollars per share)	12.01	20.30
Settled (in dollars per share)	22.79	27.81
Forfeited (in dollars per share)	16.84	25.53
Ending balance (in dollars per share)	$ 15.20	$ 23.06

Non-Controlling Interests (Deta

Non-Controlling Interests (Details) - shares shares in Thousands	3 Months Ended		9 Months Ended		12 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 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)			(13)		(20)
Unit redemption (in shares)					0
Ending common stock, shares outstanding (in shares)	239		239		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)			197		188
Exchange transactions (in shares)			0		0
Unit redemption (in shares)					(373)
Ending common stock, shares outstanding (in shares)	29,423		29,423		29,226
Holdco
Noncontrolling Interest [Line Items]
Weighted average ownership percentage in Holdco	99.20%	99.10%	99.20%	99.10%
LLC Owners
Noncontrolling Interest [Line Items]
Ownership interest by continuing LLC owners	0.80%		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)			197		188
Exchange transactions (in shares)			13		20
Unit redemption (in shares)					(373)
Ending common stock, shares outstanding (in shares)	29,184		29,184		28,974
Ownership interest in Holdco	99.20%		99.20%		99.10%	99.10%

Customer Concentration (Details

Customer Concentration (Details)	3 Months Ended		9 Months Ended		12 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022	Dec. 31, 2022
Customer concentrations | Revenue from Contract with Customer, Product and Service Benchmark | Two Customers
Customer Concentration
Concentration risk	36%		41%
Customer concentrations | Revenue from Contract with Customer, Product and Service Benchmark | Three Customers
Customer Concentration
Concentration risk		44%		44%
Credit concentrations | Accounts receivable | Two Customers
Customer Concentration
Concentration risk			53%
Credit concentrations | Accounts receivable | One Customer
Customer Concentration
Concentration risk					46%

Commitments and Contingencies (

Commitments and Contingencies (Details) $ in Millions	9 Months Ended
	Sep. 30, 2022 USD ($)
Lawsuit by Former Supplier for Redemption of Ownership Interest
Litigation Contingencies
Loss contingency accrual, provision	$ 3.5

Segments - Additional Informati

Segments - Additional Information (Details)	9 Months Ended
	Sep. 30, 2023 segment
Segment Reporting [Abstract]
Number of operating segments	2

Segments - Operating Segments (

Segments - Operating Segments (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Segments
Net sales	$ 277,019	$ 209,725	$ 882,037	$ 737,434
Segment Adjusted EBITDA	31,951	19,209	99,787	78,385
Products
Segments
Net sales	239,665	176,217	776,825	642,981
Services
Segments
Net sales	37,354	33,508	105,212	94,453
Operating Segments | Products
Segments
Net sales	239,665	176,217	776,825	642,981
Segment Adjusted EBITDA	29,039	18,282	94,513	74,095
Depreciation expense	1,870	1,761	5,547	5,461
Operating Segments | Services
Segments
Net sales	37,354	33,508	105,212	94,453
Segment Adjusted EBITDA	2,912	927	5,274	4,290
Depreciation expense	$ 8,981	$ 1,815	$ 12,989	$ 5,312

Segments - Reconciliation (Deta

Segments - Reconciliation (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended		12 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022	Dec. 31, 2022
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items]
Segment Adjusted EBITDA	$ 31,951	$ 19,209	$ 99,787	$ 78,385
Depreciation	(10,851)	(3,576)	(18,536)	(10,773)
Amortization	(4,546)	(4,602)	(15,285)	(13,602)
Interest	(8,581)	(7,276)	(26,137)	(19,696)
Goodwill impairment	0	(47,264)	0	(47,264)	$ (47,264)
Acquisition costs	122	(1,035)	(713)	(1,191)
Stock based compensation expense	(2,851)	(2,238)	(8,059)	(8,904)
Non same-store adjustment	(2,791)	(2,944)	(7,036)	(13,575)
Integration costs	(484)	(200)	(2,078)	(943)
Restructuring	(1,200)	0	(1,200)	0
Litigation expenses	(30)	0	(30)	(3,802)
Pretax net income (loss)	739	(49,926)	20,713	(41,365)
Income tax (expense) benefit	(283)	355	(923)	(368)
Net income (loss)	456	(49,571)	19,790	(41,733)
Operating Segments
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items]
Corporate expense		20,700		60,600
Operating Segments | Accelerated depreciation - property, plant and equipment
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items]
Depreciation	(7,300)		(7,300)
Products | Operating Segments
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items]
Segment Adjusted EBITDA	29,039	18,282	94,513	74,095
Corporate expense		17,400		52,800
Services | Operating Segments
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items]
Segment Adjusted EBITDA	$ 2,912	927	$ 5,274	4,290
Corporate expense		$ 3,300		$ 7,800

Segments - Supplemental Revenue

Segments - Supplemental Revenue (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Segments
Total net sales	$ 277,019	$ 209,725	$ 882,037	$ 737,434
Products
Segments
Total net sales	239,665	176,217	776,825	642,981
Services
Segments
Total net sales	37,354	33,508	105,212	94,453
U.S.
Segments
Total net sales	275,316	208,025	877,225	731,838
U.S. | Products
Segments
Total net sales	237,962	174,517	772,013	637,385
U.S. | Services
Segments
Total net sales	37,354	33,508	105,212	94,453
Foreign
Segments
Total net sales	1,703	1,700	4,812	5,596
Foreign | Products
Segments
Total net sales	1,703	1,700	4,812	5,596
Foreign | Services
Segments
Total net sales	$ 0	$ 0	$ 0	$ 0

Segments - Property, Plant and

Segments - Property, Plant and Equipment by Geographic Location (Details) - USD ($) $ in Thousands	Sep. 30, 2023	Dec. 31, 2022
Segment Reporting, Asset Reconciling Item [Line Items]
Property, plant and equipment, net	$ 62,927	$ 73,395
United States
Segment Reporting, Asset Reconciling Item [Line Items]
Property, plant and equipment, net	58,921	69,376
Europe
Segment Reporting, Asset Reconciling Item [Line Items]
Property, plant and equipment, net	$ 4,006	$ 4,019

Restructuring - Narrative (Deta

Restructuring - Narrative (Details) $ in Thousands	3 Months Ended			9 Months Ended
	Dec. 31, 2023 USD ($) center	Sep. 30, 2023 USD ($) center	Sep. 30, 2022 USD ($)	Sep. 30, 2023 USD ($) center	Sep. 30, 2022 USD ($)
Restructuring Cost and Reserve [Line Items]
Number of underperforming wellness centers | center		149
Number of wellness centers closed | center		45
Number of wellness centers expected to be closed | center		104		104
Number of wellness centers | center		237		237
Restructuring and related charges		$ 8,485	$ 0	$ 8,485	$ 0
Total estimated restructuring cost		14,600		14,600
Forecast
Restructuring Cost and Reserve [Line Items]
Number of wellness centers | center	133
Accelerated depreciation and amortization
Restructuring Cost and Reserve [Line Items]
Total estimated restructuring cost		11,100		11,100
Inventory reserve
Restructuring Cost and Reserve [Line Items]
Restructuring and related charges				250
Total estimated restructuring cost		$ 300		$ 300
Contract Termination | Forecast
Restructuring Cost and Reserve [Line Items]
Restructuring and related charges	$ 3,000
Severance and other termination costs | Forecast
Restructuring Cost and Reserve [Line Items]
Restructuring and related charges	$ 3,300

Restructuring - Schedule of Res

Restructuring - Schedule of Restructuring Expenses (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Restructuring Cost and Reserve [Line Items]
Restructuring	$ 8,235	$ 0	$ 8,235	$ 0
Expenses	8,485	0	8,485	0
Cash Payments			0
Non-Cash Amounts			(7,585)
Restructuring Reserve	900		900
Inventory reserve
Restructuring Cost and Reserve [Line Items]
Restructuring	250	0	250	0
Expenses			250
Cash Payments			0
Non-Cash Amounts			(250)
Restructuring Reserve	0		0
Total in Restructuring
Restructuring Cost and Reserve [Line Items]
Restructuring	8,235	0	8,235	0
Accelerated depreciation - property, plant and equipment
Restructuring Cost and Reserve [Line Items]
Restructuring	5,580	0	5,580	0
Expenses			5,580
Cash Payments			0
Non-Cash Amounts			(5,580)
Restructuring Reserve	0		0
Accelerated amortization - operating lease right of use assets
Restructuring Cost and Reserve [Line Items]
Restructuring	1,755	0	1,755	0
Expenses			1,755
Cash Payments			0
Non-Cash Amounts			(1,755)
Restructuring Reserve	0		0
Other
Restructuring Cost and Reserve [Line Items]
Restructuring	900	$ 0	900	$ 0
Expenses			900
Cash Payments			0
Non-Cash Amounts			0
Restructuring Reserve	$ 900		$ 900

Related Parties (Details)

Related Parties (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022	Dec. 31, 2022
Related Parties
Amounts due to related party	$ 4,667		$ 4,667		$ 1,025
Insurance Policy Premium Expense | Relevant Insurance Company
Related Parties
Amounts paid to related parties			6,600	$ 7,200
Investor Relations Consultant | Acadia Investor Relations L LC
Related Parties
Amounts paid to related parties	60	$ 60	200	$ 200
Master Services Agreement | Immediate Family Member of Management or Principal Owner
Related Parties
Amounts paid to related parties	$ 10		$ 10
Term of agreement	39 months		39 months
Amounts due to related party	$ 400		$ 400