0001611647-24-000019 | 10-Q | XBRL Viewer

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Warrants	9 Months Ended
Warrants	Sep. 30, 2024
Equity [Abstract]
Warrants	Warrants (in thousands, except share data): In connection with an agreement we entered into with operators of Freshpet Kitchens South during the third quarter of 2022 in exchange for services, we issued our partner warrants to purchase up to an aggregate of 194,000 shares of voting common stock of the Company at a purchase price of $0.01 per share. The Company determined these warrants are accounted for under ASC Topic 718, Stock Compensation. The warrants were recorded as a prepaid expense as the warrants were exercisable at the grant date. The prepaid expense were amortized within Cost of Goods Sold as services are provided by the supplier. As of June 30, 2024, the warrants were fully amortized. As of December 31, 2023, there were $2,027 of warrants in prepaid expense. During 2022, 194,000 warrants were both issued and exercised, respectively. The grant date fair value of warrants granted during 2022 was $50.32 per share. Total amortization associated with partner warrants for the three and nine months ended September 30, 2024 was $0 and $2,027, respectively. Total amortization associated with partner warrants for the three and nine months ended September 30, 2023 was $958 and $3,834, respectively.

Summary of Significant Accounting Policies (Tables)

9 Months Ended

Sep. 30, 2024

Accounting Policies [Abstract]

Summary of Net Sales by Class of Retailer

Information about the Company’s net sales by class of retailer is as follows:


	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
Grocery, Mass, International and Digital	$	208,889	$	167,781	$	585,574	$	462,772
Pet Specialty and Club	44,478		32,840		126,895		88,702
Net Sales	$	253,367	$	200,621	$	712,469	$	551,474

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss)	$ 28,803	$ (48,904)
Adjustments to reconcile net income (loss) to net cash flows provided by operating activities:
Provision for loss on accounts receivable	15	9
Loss on disposal of property, plant and equipment	1,054	688
Share-based compensation	37,862	24,952
Inventory obsolescence	732	0
Depreciation and amortization	52,249	45,436
Write-off and amortization of deferred financing costs and loan discount	1,559	3,548
Change in operating lease right of use asset	1,045	1,175
Loss on equity method investment	0	1,890
Gain on equity investment	(9,918)	0
Changes in operating assets and liabilities:
Accounts receivable	(8,294)	3,148
Inventories	(8,852)	(773)
Prepaid expenses and other current assets	(803)	(696)
Other assets	(1,540)	(3,495)
Accounts payable	8,839	2,300
Accrued expenses	2,355	11,109
Operating lease liability	(1,187)	(1,419)
Net cash flows provided by operating activities	103,919	38,968
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of short-term investments	0	(113,441)
Proceeds from maturities of short-term investments	0	113,441
Acquisitions of property, plant and equipment, software and deposits on equipment	(128,828)	(161,642)
Net cash flows used in investing activities	(128,828)	(161,642)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from exercise of options to purchase common stock	5,516	4,172
Tax withholdings related to net shares settlements of restricted stock units	(1,440)	(859)
Purchase of capped call options	0	(66,211)
Proceeds from issuance of convertible senior notes	0	393,518
Debt issuance costs	0	(2,026)
Principal payments under finance lease obligations	(1,444)	(548)
Net cash flows provided by financing activities	2,632	328,046
NET CHANGE IN CASH AND CASH EQUIVALENTS	(22,277)	205,372
CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR	296,871	132,735
CASH AND CASH EQUIVALENTS, END OF PERIOD	274,594	338,107
SUPPLEMENTAL CASH FLOW INFORMATION:
Interest paid	13,766	8,691
Operating right-of-use assets obtained in exchange for lease obligations	1,785	0
NON-CASH FINANCING AND INVESTING ACTIVITIES:
Property, plant and equipment purchases in accounts payable and accrued expenses	7,338	23,030
Non-cash addition of finance lease to property, plant and equipment	0	29,187
Tax withholdings related to net shares settlements of restricted stock units in accrued expenses	$ 803	$ 0

Pay vs Performance Disclosure - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
Pay vs Performance Disclosure - USD ($) $ in Thousands	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Pay vs Performance Disclosure
Net income (loss)	$ 11,895	$ (7,166)	$ 28,803	$ (48,904)

- Definition

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

+ References

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+ Details

Property, Plant and Equipment, net - Summary of Property, Plant and Equipment, net (Details) - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023
Property, Plant and Equipment [Line Items]
Finance Lease Right of Use Asset	$ 28,478	$ 29,187
Property, plant, and equipment and finance lease right of use asset, gross	1,288,273	1,178,660
Less: Accumulated Depreciation and Amortization	(248,293)	(199,496)
Property, Plant and Equipment, net	1,039,980	979,164
Refrigeration Equipment
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross	190,370	167,956
Machinery and Equipment
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross	279,779	242,256
Building, Land and Improvements
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross	705,200	535,003
Furniture and Office Equipment
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross	17,705	14,987
Leasehold Improvements
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross	12	1,319
Construction in Progress
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross	$ 66,729	$ 187,952

Concentrations	9 Months Ended
Concentrations	Sep. 30, 2024
Risks and Uncertainties [Abstract]
Concentrations	Concentrations: Concentration of Credit Risk—The Company maintains its cash balances in financial institutions that are insured by the Federal Deposit Insurance Corporation (“FDIC”) up to $250 each. At times, such balances may be in excess of the FDIC insurance limit.

Purchase of Capped Call Options (Details) - USD ($) $ / shares in Units, $ in Thousands		1 Months Ended	9 Months Ended
	Mar. 15, 2023	Mar. 31, 2023	Sep. 30, 2024	Sep. 30, 2023
Derivative Instruments and Hedging Activities Disclosure [Abstract]
Purchase of capped call option		$ 66,211	$ 0	$ 66,211
Capped call options, initial cap price (in dollars per share)	$ 120.23
Cap price, premium	120.00%
Share price (in dollars per share)	$ 54.65

Leases

9 Months Ended

Sep. 30, 2024

Leases [Abstract]

Leases

We have various noncancelable operating lease agreements for office and warehouse space with original remaining lease terms of two years to nine years, some of which include an option to extend the lease term for up to four years. Because the Company is not reasonably certain to exercise the renewal options on these lease arrangements, the options are not considered in determining the lease term and associated potential option payments are excluded from lease payments. The Company’s leases generally do not include termination options for either party to the lease or restrictive financial or other covenants.

During the third quarter of 2023, we also entered into a finance lease agreement for manufacturing equipment with an initial term of ten years, which includes an option to extend the lease term for up to ten years, which the Company is not reasonably certain to exercise. The agreement did not include termination options for either party to the lease or restrictive financial or other covenants. In connection with the manufacturing equipment lease, which is a new asset class, we elected the practical expedient to combine lease and non-lease components to determine the right of use asset and lease liability.

Weighted-average remaining lease term (in years) and discount rate related to operating and finance leases were as follows:


	Operating Leases		Finance Lease
Weighted-average remaining lease term	2.76		8.75
Weighted-average discount rate	7.3	%	8.6	%

As most of our leases do not provide an implicit rate, we use our incremental borrowing rate based on the information available at the commencement date to determine the present value of lease payments.

Maturities of lease liabilities under noncancelable operating leases and finance lease as of September 30, 2024 were as follows:


	As of September 30, 2024
	Operating Leases		Finance Lease
2024 (a)	$	379	$	1,055
2025	1,538		4,221
2026	1,575		4,221
2027	778		4,221
2028 and beyond	—		23,217
Total lease payments	$	4,270	$	36,935
Less: Imputed interest	(424)		(11,040)
Present value of lease liabilities	$	3,846	$	25,895

(a)Excluding the nine months ended September 30, 2024.

A summary of lease costs for the three and nine months ended September 30, 2024 and 2023 was as follows:


		Three Months Ended September 30,				Nine Months Ended September 30,
		2024		2023		2024		2023
Operating Lease:
Lease cost	Cost of goods sold and selling, general and administrative	$	343	$	438	$	1,219	$	1,314

Finance Lease:
Amortization of right of use asset	Cost of goods sold	$	712	$	730	$	2,100	$	730
Interest on lease liabilities	Interest expense	$	564	$	624	$	1,691	$	624
Variable lease cost (b)	Inventory/Cost of goods sold (b)	$	3,328	$	2,894	$	9,997	$	2,894

(b)Variable lease cost primarily consists of the procurement and manufacturing costs capitalized to inventory. For the three and nine months ended September 30, 2024, $3,328 and $9,997, respectively, of variable lease cost were capitalized to inventory and will be captured as part of cost of goods sold as the inventory turns.

Supplemental balance sheet information related to leases as of September 30, 2024 and December 31, 2023 is as follows:


		As of September 30, 2024		As of December 31, 2023
Assets:
Operating leases	Operating lease right of use assets	$	3,671	$	3,616
Finance lease, net	Property, plant and equipment, net	24,918		27,728
Total lease assets		$	28,589	$	31,344


Liabilities:
Current:
Operating lease liabilities	Current operating lease liabilities	$	1,290	$	1,312
Finance lease liabilities	Current finance lease liabilities	2,075		1,998
Long-term:
Operating lease liabilities	Long term operating lease liabilities	2,556		2,591
Finance lease liabilities	Long term finance lease liabilities	23,820		26,080
Total lease liabilities		$	29,741	$	31,981

Supplemental cash flow information and non-cash activity relating to operating and finance leases are as follows:


	Three Months Ended September 30,				Nine Months Ended September 30,
Operating cash flow information:	2024		2023		2024		2023
Cash paid for amounts included in the measurement of operating lease liabilities	$	350	$	453	$	1,266	$	1,349
Cash paid for amounts included in the measurement of finance lease liabilities (i.e. interest)	$	564	$	624	$	1,691	$	624
Finance cash flow information:
Cash paid for amounts included in the measurement of finance lease liabilities (i.e. principal payment)	$	492	$	548	$	1,444	$	548

Leases

Weighted-average remaining lease term (in years) and discount rate related to operating and finance leases were as follows:


	Operating Leases		Finance Lease
Weighted-average remaining lease term	2.76		8.75
Weighted-average discount rate	7.3	%	8.6	%

Maturities of lease liabilities under noncancelable operating leases and finance lease as of September 30, 2024 were as follows:


	As of September 30, 2024
	Operating Leases		Finance Lease
2024 (a)	$	379	$	1,055
2025	1,538		4,221
2026	1,575		4,221
2027	778		4,221
2028 and beyond	—		23,217
Total lease payments	$	4,270	$	36,935
Less: Imputed interest	(424)		(11,040)
Present value of lease liabilities	$	3,846	$	25,895

(a)Excluding the nine months ended September 30, 2024.

A summary of lease costs for the three and nine months ended September 30, 2024 and 2023 was as follows:


		Three Months Ended September 30,				Nine Months Ended September 30,
		2024		2023		2024		2023
Operating Lease:
Lease cost	Cost of goods sold and selling, general and administrative	$	343	$	438	$	1,219	$	1,314

Finance Lease:
Amortization of right of use asset	Cost of goods sold	$	712	$	730	$	2,100	$	730
Interest on lease liabilities	Interest expense	$	564	$	624	$	1,691	$	624
Variable lease cost (b)	Inventory/Cost of goods sold (b)	$	3,328	$	2,894	$	9,997	$	2,894

Supplemental balance sheet information related to leases as of September 30, 2024 and December 31, 2023 is as follows:


		As of September 30, 2024		As of December 31, 2023
Assets:
Operating leases	Operating lease right of use assets	$	3,671	$	3,616
Finance lease, net	Property, plant and equipment, net	24,918		27,728
Total lease assets		$	28,589	$	31,344


Liabilities:
Current:
Operating lease liabilities	Current operating lease liabilities	$	1,290	$	1,312
Finance lease liabilities	Current finance lease liabilities	2,075		1,998
Long-term:
Operating lease liabilities	Long term operating lease liabilities	2,556		2,591
Finance lease liabilities	Long term finance lease liabilities	23,820		26,080
Total lease liabilities		$	29,741	$	31,981

Supplemental cash flow information and non-cash activity relating to operating and finance leases are as follows:


	Three Months Ended September 30,				Nine Months Ended September 30,
Operating cash flow information:	2024		2023		2024		2023
Cash paid for amounts included in the measurement of operating lease liabilities	$	350	$	453	$	1,266	$	1,349
Cash paid for amounts included in the measurement of finance lease liabilities (i.e. interest)	$	564	$	624	$	1,691	$	624
Finance cash flow information:
Cash paid for amounts included in the measurement of finance lease liabilities (i.e. principal payment)	$	492	$	548	$	1,444	$	548

Commitments and Contingencies (Details) - USD ($) $ in Thousands	Apr. 08, 2022	Sep. 30, 2024	Dec. 31, 2023	Dec. 31, 2022
Loss Contingencies [Line Items]
Other noncurrent assets		$ 32,189	$ 28,899
Phillips Feed Service, Inc., d/b/a Phillips Feed And Pet Supply Complaint
Loss Contingencies [Line Items]
Monetary damages	$ 8,300
Other noncurrent assets				$ 8,971

- Definition

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

+ References + Details

Net Income (Loss) Per Share Attributable to Common Stockholders (Tables)

9 Months Ended

Sep. 30, 2024

Earnings Per Share [Abstract]

Summary of Net Income Per Share, Basic and Diluted

For the three and nine months ended September 30, 2024, diluted net income per share attributable to common stockholders is shown below. For the three and nine months ended September 30, 2023, diluted net loss per common share is the same as basic net loss per common share, due to the fact that potentially dilutive securities would have an antidilutive effect as the Company incurred a net loss in those periods.


	Three Months Ended September 30,		Nine Months Ended September 30,
	2024		2024
Net Income Attributable to Common Stockholders	$	11,895	$	28,803

Weighted Average Common Shares Outstanding, Basic	48,509		48,436
Service Period Stock Options	687		693
Restricted Stock Units	268		244
Performance Stock Options	818		830
Convertible Notes	—		—
Weighted Average Common Shares Outstanding, Diluted	50,282		50,203

Basic Net Income per Share	$	0.25	$	0.59
Diluted Net Income per Share	$	0.24	$	0.57

Summary of Antidilutive Securities Excluded from Computation of Earnings Per Share

The potentially dilutive securities excluded from the determination of diluted income (loss) per share, as their effect is antidilutive, are as follows (in thousands):


	Three Months Ended September 30,		Nine Months Ended September 30,
	2024	2023	2024	2023
Service Period Stock Options	—	1,150	—	1,211
Restricted Stock Units	—	505	—	391
Performance Stock Options	—	1,050	—	1,050
Convertible Notes	5,776	5,776	5,776	5,776
Total	5,776	8,481	5,776	8,428

Accrued Expenses (Tables)

9 Months Ended

Sep. 30, 2024

Payables and Accruals [Abstract]

Summary of Accrued Expenses


	September 30, 2024		December 31, 2023
Accrued Compensation and Employee Related Costs	$	28,030	$	19,307
Accrued Chiller Cost	3,894		7,478
Accrued Customer Consideration	1,004		1,228
Accrued Freight	4,032		6,078
Accrued Production Expenses	8,358		6,928
Accrued Corporate and Marketing Expenses	2,990		3,627
Accrued Interest	—		3,019
Other Accrued Expenses	2,088		2,151
Accrued Expenses	$	50,396	$	49,816

Property, Plant and Equipment, net

9 Months Ended

Sep. 30, 2024

Property, Plant and Equipment [Abstract]

Property, Plant and Equipment, net

Property, Plant and Equipment, net:


	September 30, 2024		December 31, 2023
Refrigeration Equipment	$	190,370	$	167,956
Machinery and Equipment	279,779		242,256
Building, Land and Improvements	705,200		535,003
Furniture and Office Equipment	17,705		14,987
Leasehold Improvements	12		1,319
Construction in Progress	66,729		187,952
Finance Lease Right of Use Asset	28,478		29,187
	1,288,273		1,178,660
Less: Accumulated Depreciation and Amortization	(248,293)		(199,496)
Property, Plant and Equipment, net	$	1,039,980	$	979,164

Depreciation and amortization expense related to property, plant and equipment for the three and nine months ended September 30, 2024 totaled $18,820 and $51,936, respectively, of which $13,909 and $37,799, respectively, was recorded to cost of goods sold with the remainder of depreciation expense recorded to selling, general and administrative expense.

Depreciation expense related to property, plant and equipment for the three and nine months ended September 30, 2023 totaled $16,399 and $45,139, respectively, of which $12,495 and $33,834, respectively, was recorded to cost of goods sold with the remainder of depreciation expense recorded to selling, general and administrative expense.

Leases - Summary of Maturities of Lease Liabilities (Details) $ in Thousands	Sep. 30, 2024 USD ($)
Operating Leases
2024	$ 379
2025	1,538
2026	1,575
2027	778
2028 and beyond	0
Total lease payments	4,270
Less: Imputed interest	(424)
Present value of lease liabilities	3,846
Finance Lease
2024	1,055
2025	4,221
2026	4,221
2027	4,221
2028 and beyond	23,217
Total lease payments	36,935
Less: Imputed interest	(11,040)
Present value of lease liabilities	$ 25,895

Property, Plant and Equipment, net - Narrative (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Property, Plant and Equipment [Line Items]
Depreciation and amortization	$ 18,820	$ 16,399	$ 51,936	$ 45,139
Cost of Sales
Property, Plant and Equipment [Line Items]
Depreciation and amortization	$ 13,909	$ 12,495	$ 37,799	$ 33,834

Leases - Narrative (Details)	Sep. 30, 2024	Sep. 30, 2023
Lessee, Lease, Description [Line Items]
Operating lease, renewal term	4 years
Finance lease, term of contract		10 years
Minimum
Lessee, Lease, Description [Line Items]
Operating lease, remaining lease term	2 years
Maximum
Lessee, Lease, Description [Line Items]
Operating lease, remaining lease term	9 years
Finance lease, renewal term		10 years

Convertible Senior Notes (Tables)

9 Months Ended

Sep. 30, 2024

Debt Disclosure [Abstract]

Summary of Carrying Value and Fair Value of Convertible Notes and Interest Expense

The following table discloses the carrying value and fair value of the Company's Convertible Notes as of September 30, 2024:


	As of September 30, 2024
	Carrying Value (1)	Fair Value
3.00% Convertible Senior Notes Maturing April 1, 2028	394,633	857,326
Total	394,633	857,326

(1)The carrying amounts presented are net of unamortized debt issuance costs of $7,867 as of September 30, 2024.

The total interest expense for the three and nine months ended September 30, 2024, recognized related to the Convertible Notes consists of the following:


	Three Months Ended	Nine Months Ended

	September 30, 2024
Contractual interest expense	3,019	9,056
Amortization of issuance costs	525	1,559
Total	3,544	10,615

- Definition

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

+ References

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+ Details

Convertible Senior Notes

9 Months Ended

Sep. 30, 2024

Debt Disclosure [Abstract]

Convertible Senior Notes

Debt:

On February 19, 2021, the Company entered into the Sixth Amended and Restated Loan and Security Agreement ("Credit Agreement"), which provided for a $350,000 senior secured credit facility (as amended the "Credit Facility"), encompassing a $300,000 delayed draw term loan facility (the "Delayed Draw Facility") and a $50,000 revolving loan facility (the "Revolving Loan Facility").

On March 15, 2023, the Company terminated the Credit Agreement in connection with the offering of the Convertible Notes (as defined below) and it had no borrowings outstanding under the Credit Facility as of such date. Interest expense and fees totaled $2,785 in 2023, which included $2,478 of debt issuance costs written off

in conjunction with the termination of the Credit Facility in March 2023. There was $0 of accrued interest on the credit facilities as of December 31, 2023.Convertible Senior Notes:

In March 2023, we issued $402,500 aggregate principal amount of 3.0% convertible senior notes due 2028 (the “Convertible Notes”). The Convertible Notes were issued in a private offering to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”). The net proceeds from the sale of the Convertible Notes were approximately $391,492 after deducting offering and issuance costs related to the Convertible Notes and before the 2023 Capped Call transactions, as described below.

The Convertible Notes are our senior, unsecured obligations and accrue interest at a rate of 3.0% per annum, payable semi-annually in arrears on April 1 and October 1 of each year, beginning on October 1, 2023. The Convertible Notes will mature on April 1, 2028 unless earlier converted, redeemed or repurchased by us. Before January 3, 2028, noteholders will have the right to convert their Convertible Notes only under the following circumstances: (1) during any calendar quarter commencing after the calendar quarter ended on June 30, 2023 (and only during such calendar quarter), if the last reported sale price of our common stock, par value $0.001 per share (the "common stock"), for each of at least 20 trading days (whether or not consecutive) during a period of 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding calendar quarter is greater than or equal to 130% of the conversion price on each applicable trading day; (2) during the five consecutive business day period immediately after any 10 consecutive trading day period (the "measurement period") in which the trading price per $1,000 principal amount of notes, as determined following a request by a holder or holders of the Convertible Notes in the manner described in indenture pursuant to which the Convertible Notes were issued and are governed (the “Indenture”), for each trading day of the measurement period, was less than 98% of the product of the last reported sale price of our common stock and the conversion rate on each such trading day; (3) if we call any or all of the Convertible Notes for redemption, but only with respect to the convertible notes called (or deemed called) for redemption; or (4) upon the occurrence of specified corporate events (e.g., a fundamental change or the making of certain distributions). On or after January 3, 2028, until the close of business on the second scheduled trading day immediately preceding the maturity date, a holder may convert its Convertible Notes at any time, regardless of the foregoing circumstances.

As of March 31, 2024 and June 30, 2024, noteholders had the right to early convert under the 130% early conversion feature, with such conversion right exercisable only during the respective subsequent quarter. No early conversions occurred as of September 30, 2024. As of September 30, 2024, noteholders again have the right to early convert under the 130% early conversion feature, with such conversion right exercisable only during the fourth quarter of 2024. As of the date of this filing, no early conversions have occurred during the fourth quarter of 2024.

We will settle conversions by paying or delivering, as applicable, cash, shares of our common stock or a combination of cash and shares of our common stock, at our election. The initial conversion rate for the Convertible Notes is 14.3516 shares of common stock per $1,000 principal amount of Notes, which represents an initial conversion price of approximately $69.68 per share of common stock. The conversion rate and conversion price are subject to customary adjustments upon the occurrence of certain events. In addition, in connection with a make-whole fundamental change (as defined in the Indenture), which shall include among other things the Company's delivery of a notice of redemption, the Company will, in certain circumstances, increase the conversion rate for a holder who elects to convert its notes in connection with such a corporate event or redemption, as the case may be.

We may not redeem the Convertible Notes prior to April 3, 2026. We may redeem for cash all or any portion of the Convertible Notes, at our option, on or after April 3, 2026 and on or before the 40th scheduled trading day immediately preceding the maturity date, if the last reported sale price of our common stock has been at least 130% of the conversion price then in effect for each of at least 20 trading days (whether or not consecutive) during the 30 consecutive trading day period (including the last trading day of such period) ending on, and including, the trading day immediately preceding the date on which we send the notice of redemption, at a

redemption price equal to 100% of the principal amount of the Convertible Notes to be redeemed, plus accrued and unpaid interest to, but excluding, the redemption date. However, we may not redeem less than all of the outstanding Convertible Notes unless at least $100 million aggregate principal amount of Convertible Notes are outstanding and not called for redemption as of the time we send the related redemption notice.

Upon the occurrence of a fundamental change (as defined in the Indenture), holders may require the Company to repurchase for cash all or any portion of their Convertible Notes at a fundamental change repurchase price equal to 100% of the principal amount of the Convertible Notes to be repurchased, plus accrued and unpaid additional interest, if any, to, but excluding, the fundamental change repurchase date.

The effective interest rate for the Convertible Notes is 3.59%. Transaction costs of $11,008 attributable to the issuance of the Convertible Notes were recorded as a direct deduction from the related debt liability in the Consolidated Balance Sheet and are amortized to interest expense over the term of the Convertible Notes using the effective interest method.

The Company measures the fair value of its Convertible Notes for disclosure purposes. The fair value is based on observable market prices for this debt, which is traded in less active markets and is therefore classified as a Level 2 fair value measurement. The following table discloses the carrying value and fair value of the Company's Convertible Notes as of September 30, 2024:


	As of September 30, 2024
	Carrying Value (1)	Fair Value
3.00% Convertible Senior Notes Maturing April 1, 2028	394,633	857,326
Total	394,633	857,326

(1)The carrying amounts presented are net of unamortized debt issuance costs of $7,867 as of September 30, 2024.

Lender fees that were paid upfront to the lenders and debt issuance fees paid to third parties are recorded as a discount to the carrying amount of debt and are being amortized to interest expense over the life of the debt. The total interest expense for the three and nine months ended September 30, 2024, recognized related to the Convertible Notes consists of the following:


	Three Months Ended	Nine Months Ended

	September 30, 2024
Contractual interest expense	3,019	9,056
Amortization of issuance costs	525	1,559
Total	3,544	10,615

As of September 30, 2024, the interest expense incurred to date was paid in full, with $0 of accrued interest expense as of the quarter end. Of the $3,019 and $9,056 of interest expense incurred during the three and nine months ended September 30, 2024, respectively, approximately $1,184 and $3,591 of interest expense, respectively, was capitalized to construction in progress, as the proceeds from the sale of the Convertible Notes are being used to fund construction on the Company's manufacturing facility expansion in Ennis, Texas. For the three and nine months ended September 30, 2023, $333 and $514 of interest expense, respectively, was capitalized to construction in progress. As of September 30, 2024, $3,672 of capitalized interest was reclassified from construction in progress to assets placed in service.

- Definition

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

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+ Details

Summary of Significant Accounting Policies - Narrative (Details)	3 Months Ended			9 Months Ended		12 Months Ended
	Sep. 30, 2024 USD ($)	Mar. 31, 2024 USD ($)	Sep. 30, 2023 USD ($)	Sep. 30, 2024 USD ($) segment	Sep. 30, 2023 USD ($)	Dec. 31, 2023 USD ($)	Mar. 31, 2023 USD ($)	Dec. 31, 2022 USD ($)
Schedule of Equity Method Investments [Line Items]
Number of operating segments \| segment				1
Carrying amount of equity investment		$ 33,446,000				$ 23,528,000
Gain on equity investment	$ 0	$ 9,918,000	$ 0	$ 9,918,000	$ 0
Treasury bills	274,594,000			274,594,000		296,871,000
Short-term investments	0			0		0
Deferred implementation costs				9,338,000		9,895,000
US Treasury Securities
Schedule of Equity Method Investments [Line Items]
Treasury bills	99,604,000			99,604,000		134,570,000
Amortized discount	$ 364,000			$ 364,000		$ 692,000
March 2023 Note \| Convertible Notes
Schedule of Equity Method Investments [Line Items]
Debt issuance							$ 402,500,000
Interest rate	3.00%			3.00%			3.00%
Privately Held Company, Not Primary Beneficiary
Schedule of Equity Method Investments [Line Items]
Equity method investment								$ 31,200,000

Warrants (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended			9 Months Ended		12 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2024	Sep. 30, 2023	Dec. 31, 2022	Dec. 31, 2023
Equity [Abstract]
Warrants issued (in shares)			194,000
Warrant exercise price (in dollars per share)			$ 0.01
Warrants in prepaid expense							$ 2,027
Warrants issued and exercised (in shares)						194,000
Warrant grant date fair value (in dollars per share)						$ 50.32
Warrant amortization	$ 0	$ 958		$ 2,027	$ 3,834

Insider Trading Arrangements	3 Months Ended
Insider Trading Arrangements	Sep. 30, 2024
Trading Arrangements, by Individual
Rule 10b5-1 Arrangement Adopted	false
Non-Rule 10b5-1 Arrangement Adopted	false
Rule 10b5-1 Arrangement Terminated	false
Non-Rule 10b5-1 Arrangement Terminated	false

CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares shares in Thousands	Sep. 30, 2024	Dec. 31, 2023
Statement of Financial Position [Abstract]
Common stock, par value (in dollars per share)	$ 0.001	$ 0.001
Common stock, authorized (in shares)	200,000	200,000
Common stock, issued (in shares)	48,551	48,277
Common stock, outstanding (in shares)	48,537	48,263
Treasury stock (in shares)	14	14

Net Income (Loss) Per Share Attributable to Common Stockholders - Summary of Net Income Per Share, Basic and Diluted (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Earnings Per Share, Basic, by Common Class, Including Two-Class Method [Table]
Net Income Attributable to Common Stockholders	$ 11,895	$ (7,166)	$ 28,803	$ (48,904)
Weighted Average Common Shares Outstanding, Basic (in shares)	48,509	48,194	48,436	48,123
Convertible Notes (in shares)	0		0
Weighted Average Common Shares Outstanding, Diluted (in shares)	50,282	48,194	50,203	48,123
Basic Net Income per Share (in dollars per share)	$ 0.25	$ (0.15)	$ 0.59	$ (1.02)
Diluted Net Income per Share (in dollars per share)	$ 0.24	$ (0.15)	$ 0.57	$ (1.02)
Service Period Stock Options
Earnings Per Share, Basic, by Common Class, Including Two-Class Method [Table]
Share-based payment arrangements (in shares)	687		693
Restricted Stock Units
Earnings Per Share, Basic, by Common Class, Including Two-Class Method [Table]
Share-based payment arrangements (in shares)	268		244
Performance Stock Options
Earnings Per Share, Basic, by Common Class, Including Two-Class Method [Table]
Share-based payment arrangements (in shares)	818		830

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) - USD ($) shares in Thousands, $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Income Statement [Abstract]
Net Sales	$ 253,367	$ 200,621	$ 712,469	$ 551,474
COST OF GOODS SOLD	151,120	134,328	428,112	375,177
GROSS PROFIT	102,247	66,293	284,357	176,297
SELLING, GENERAL, AND ADMINISTRATIVE EXPENSES	90,338	73,371	265,734	221,638
INCOME (LOSS) FROM OPERATIONS	11,909	(7,078)	18,623	(45,341)
OTHER INCOME (EXPENSES):
Interest and Other Income, net	2,963	4,130	9,158	9,185
Interest Expense	(2,923)	(4,148)	(8,734)	(10,648)
Gain on Equity Investment	0	0	9,918	0
Other income (expenses)	40	(18)	10,342	(1,463)
INCOME (LOSS) BEFORE INCOME TAXES	11,949	(7,096)	28,965	(46,804)
INCOME TAX EXPENSE	54	70	162	210
LOSS ON EQUITY METHOD INVESTMENT	0	0	0	1,890
INCOME (LOSS) ATTRIBUTABLE TO COMMON STOCKHOLDERS	11,895	(7,166)	28,803	(48,904)
OTHER COMPREHENSIVE INCOME (LOSS):
Change in foreign currency translation	604	(296)	407	(2,329)
TOTAL OTHER COMPREHENSIVE INCOME (LOSS)	604	(296)	407	(2,329)
TOTAL COMPREHENSIVE INCOME (LOSS)	$ 12,499	$ (7,462)	$ 29,210	$ (51,233)
NET INCOME (LOSS) PER SHARE ATTRIBUTABLE TO COMMON STOCKHOLDERS
-BASIC (in dollars per share)	$ 0.25	$ (0.15)	$ 0.59	$ (1.02)
-DILUTED (in dollars per share)	$ 0.24	$ (0.15)	$ 0.57	$ (1.02)
WEIGHTED AVERAGE SHARES OF COMMON STOCK OUTSTANDING
-BASIC (in shares)	48,509	48,194	48,436	48,123
-DILUTED (in shares)	50,282	48,194	50,203	48,123

Leases - Summary of Supplemental Cash Flow Information (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Operating cash flow information:
Cash paid for amounts included in the measurement of operating lease liabilities	$ 350	$ 453	$ 1,266	$ 1,349
Cash paid for amounts included in the measurement of finance lease liabilities (i.e. interest)	564	624	1,691	624
Finance cash flow information:
Cash paid for amounts included in the measurement of finance lease liabilities (i.e. principal payment)	$ 492	$ 548	$ 1,444	$ 548

Summary of Significant Accounting Policies - Summary of Net Sales by Class of Retailer (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Disaggregation of Revenue [Table]
Net Sales	$ 253,367	$ 200,621	$ 712,469	$ 551,474
Grocery, Mass, International and Digital
Disaggregation of Revenue [Table]
Net Sales	208,889	167,781	585,574	462,772
Pet Specialty and Club
Disaggregation of Revenue [Table]
Net Sales	$ 44,478	$ 32,840	$ 126,895	$ 88,702

- Definition

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

+ References + Details

- Definition

Amount, excluding tax collected from customer, of revenue from satisfaction of performance obligation by transferring promised good or service to customer. Tax collected from customer is tax assessed by governmental authority that is both imposed on and concurrent with specific revenue-producing transaction, including, but not limited to, sales, use, value added and excise.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 41
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482810/280-10-50-41

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 270
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-Section 50
-Paragraph 1
-Subparagraph (i)
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-URI https://asc.fasb.org/1943274/2147482964/270-10-50-1

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
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-Name Accounting Standards Codification
-Section 50
-Paragraph 32
-Subparagraph (ee)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482810/280-10-50-32

Reference 4: http://fasb.org/us-gaap/role/ref/otherTransitionRef
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-Section 50
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Reference 5: http://fasb.org/us-gaap/role/ref/otherTransitionRef
-Topic 280
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-Name Accounting Standards Codification
-Section 50
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Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 924
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-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SAB Topic 11.L)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479941/924-10-S99-1

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
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Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
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-Paragraph 30
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-URI https://asc.fasb.org/1943274/2147482810/280-10-50-30

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 42
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482810/280-10-50-42

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

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
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-Paragraph 40
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482810/280-10-50-40

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

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 4
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479806/606-10-50-4

+ Details

Debt (Details) - USD ($)	1 Months Ended	12 Months Ended
Debt (Details) - USD ($)	Mar. 31, 2023	Dec. 31, 2023	Mar. 15, 2023	Feb. 19, 2021
Line of Credit Facility [Line Items]
Interest expense and fees		$ 2,785,000
Credit Facility
Line of Credit Facility [Line Items]
Maximum borrowing capacity				$ 350,000,000
Borrowings outstanding			$ 0
Debt issuance costs written off	$ 2,478,000
Accrued interest expense		$ 0
Credit Facility \| Revolving Credit Facility
Line of Credit Facility [Line Items]
Revolving loan facility				50,000,000
Credit Facility \| Draw Term Loan
Line of Credit Facility [Line Items]
Borrowings outstanding				$ 300,000,000

Net Income (Loss) Per Share Attributable to Common Stockholders - Narrative (Details) - USD ($) $ in Thousands	1 Months Ended	9 Months Ended
	Mar. 31, 2023	Sep. 30, 2024	Sep. 30, 2023
Earnings Per Share, Basic, by Common Class, Including Two-Class Method [Table]
Purchase of capped call option	$ 66,211	$ 0	$ 66,211
March 2023 Note \| Convertible Notes
Earnings Per Share, Basic, by Common Class, Including Two-Class Method [Table]
Debt issuance	$ 402,500

Cover - shares	9 Months Ended
Cover - shares	Sep. 30, 2024	Oct. 31, 2024
Cover [Abstract]
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Sep. 30, 2024
Document Transition Report	false
Entity File Number	001-36729
Entity Registrant Name	FRESHPET, INC.
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	20-1884894
Entity Address, Address Line One	1545 US-206
Entity Address, Address Line Two	1st Floor
Entity Address, City or Town	Bedminster
Entity Address, State or Province	NJ
Entity Address, Postal Zip Code	07921
City Area Code	201
Local Phone Number	520-4000
Title of 12(b) Security	Common Stock
Trading Symbol	FRPT
Security Exchange Name	NASDAQ
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Large Accelerated Filer
Entity Small Business	false
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		48,536,779
Entity Central Index Key	0001611647
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Document Fiscal Period Focus	Q3
Document Fiscal Year Focus	2024

Subsequent Events	9 Months Ended
Subsequent Events	Sep. 30, 2024
Subsequent Events [Abstract]
Subsequent Events	Subsequent Events: The Company evaluates events that have occurred after the balance sheet date but before the financial statements are issued for recognition or disclosures. The Company did not identify any recognized or unrecognized subsequent events that require adjustment or disclosure in the financial statements.

Equity Incentive Plans	9 Months Ended
Equity Incentive Plans	Sep. 30, 2024
Equity [Abstract]
Equity Incentive Plans	Equity Incentive Plans: Total compensation cost for share-based payments recognized for the three and nine months ended September 30, 2024 totaled $12,108 and $35,835, respectively, of which $1,610 and $4,424, respectively, was recorded to cost of goods sold with the remainder recorded to selling, general and administrative expense. The share-based compensation cost includes an adjustment related to the reassessment of the probability of achieving performance conditions related to certain outstanding share-based awards. Total compensation cost for share-based payments recognized for the three and nine months ended September 30, 2023 totaled $7,132 and $21,118, respectively, of which $1,621 and $4,861, respectively, was recorded to cost of goods sold with the remainder recorded to selling, general and administrative expense. During the nine months ended September 30, 2024, 0 stock options were granted and 196 stock options were exercised. During the nine months ended September 30, 2024, 117 restricted stock units were granted at a weighted average grant-date fair market value of $106.61. During the nine months ended September 30, 2024, 78 restricted stock units vested.

Summary of Significant Accounting Policies (Policies)	9 Months Ended
Summary of Significant Accounting Policies (Policies)	Sep. 30, 2024
Accounting Policies [Abstract]
Nature of the Business	Freshpet, Inc. (hereafter referred to as “Freshpet”, the “Company”, “we,” "us" or “our”), a Delaware corporation, manufactures and markets natural fresh meals and treats for dogs and cats. The Company’s products are distributed throughout the United States, Canada and other international markets, into major retail classes including Grocery, Mass, International, Digital, Pet Specialty, and Club.
Basis of Presentation	The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the U.S. (“U.S. GAAP”). The unaudited condensed consolidated financial statements include the accounts of the Company as well as the Company’s wholly-owned subsidiaries.The interim unaudited condensed consolidated financial statements have been prepared on the same basis as the annual audited consolidated financial statements and in accordance with the rules and regulations of the United States Securities and Exchange Commission (the “SEC”). In the opinion of management, the interim unaudited financial statements reflect all adjustments, which include only normal recurring adjustments, necessary for the fair presentation of the Company’s financial position as of September 30, 2024, the results of its operations and changes to stockholders’ equity for the three and nine months ended September 30, 2024 and 2023, and its cash flows for the nine months ended September 30, 2024 and 2023. The results for the three and nine months ended September 30, 2024, are not necessarily indicative of results to be expected for the year ending December 31, 2024, or any other interim periods, or any future year or period. All amounts included herein have been rounded except where otherwise stated. As figures are rounded, numbers presented throughout this document may not add up precisely to the totals we provide and percentages may not precisely reflect the absolute figures. These unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and accompanying notes in Item 8 of Part II, “Financial Statements and Supplementary Data,” of our Annual Report on Form 10-K for the year ended December 31, 2023.
Consolidation	All intercompany accounts and transactions have been eliminated in consolidation.
Estimates and Uncertainties	The preparation of our consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Estimates are used in determining, among other items, trade incentives, share-based compensation and useful lives for long-lived assets. Actual results, as determined at a later date, could differ from those estimates.
Segments	The Company operates as a single operating segment reporting to its chief operating decision maker.
Investment in Unconsolidated Company	The Company utilizes the equity method to account for investments when the Company possesses the ability to exercise significant influence, but not control, over the operating and financial policies of the investee. The ability to exercise significant influence is presumed when an investor possesses more than 20% of the voting interests of the investee. This presumption may be overcome based on specific facts and circumstances that demonstrate that the ability to exercise significant influence is restricted. In applying the equity method, the Company records the investment at cost and subsequently increases or decreases the carrying amount of the investment by its proportionate share of the net income or loss. The Company has elected to record its share of equity in income (losses) of equity method investment on a one-quarter lag based on the most recently available financial statements. Through 2022, we invested a total of $31,200 in a privately held company that operates in our industry, with no additional investments thereafter. The Company concluded that it is not the primary beneficiary as it does not have the power to direct activities that most significantly impact economic performance. Prior to March 30, 2023, the Company accounted for the investment under the equity method of accounting based on its ability to exercise significant influence, based on its representation on and the makeup of the investee's Board of Directors. On March 30, 2023, the Company no longer had representation on the investee's Board of Directors, and therefore determined that significant influence had been lost as of that date. As such, as of March 30, 2023, the Company stopped accounting for the investment as an equity method investment and began to account for the investment under Accounting Standards Codification (ASC) Topic 321 ("ASC 321"), Investments - Equity Securities. As of September 30, 2024, the Company's ability to exercise significant influence continues to be restricted as it no longer has, or the ability to obtain, board representation and it has no means of participation in any decision making processes as the privately held investee's Board of Directors is closely held. Because the investee is a privately held company, there is not a means to obtain a readily determinable fair value of the entity. The Company follows ASC 321 using the measurement alternative to measure investments in investees that do not have readily determinable fair value and over which the Company does not have significant influence. Under ASC 321, the initial carrying value of the investment is equal to the previous carrying amount of the investment under the equity method. The carrying amount of the investment is subsequently adjusted for any impairment or adjustments resulting from observable price changes in orderly transactions for identical or similar investments of the same issuer, if any. Dividends and distributions, if any, from the investee would be recognized in the period in which they are received and recorded in other income on the consolidated statement of operations. The Company performs a qualitative assessment of whether the investment is impaired at each reporting date. If a qualitative assessment indicates that the investment is impaired, the Company estimates the investment’s fair value in accordance with the principles of ASC Topic 820 (“ASC 820”), Fair Value Measurements and Disclosures. If the fair value is less than the investment’s carrying value, the entity recognizes an impairment loss in earnings equal to the difference between the carrying value and fair value. On March 26, 2024, the investee completed an equity funding, which we concluded represented an orderly transaction for an identical equity security with no differences in rights and obligations. As a result, pursuant to the ASC 321 measurement alternative, we adjusted the carrying amount of our equity investment from $23,528 as of December 31, 2023 to $33,446 as of March 31, 2024, recognizing a gain of $9,918 in earnings for the three months ended March 31, 2024, based on the observable transactional price of the identical equity security issued by the investee.
March 2023 Issuance of $402.5 million of 3.00% Convertible Senior Notes (the "Convertible Notes")	In conjunction with the issuance of the $402.5 million Convertible Notes in March 2023, the Company evaluated the debt instrument and its embedded features to determine if the contract or the embedded components of the contract qualified as a derivative that would be required to be separately accounted for in accordance with the relevant accounting literature. The Company accounts for the Convertible Notes as a single liability measured at amortized cost. The Company uses the effective interest rate method to amortize the debt issuance costs to interest expense over the respective term of the Convertible Notes.
Leases	The Company is a lessee in noncancelable (1) operating leases, and (2) finance leases, which it accounts for in accordance with ASC Topic 842, Leases. The Company determines if an arrangement is or contains a lease at contract inception. The Company recognizes a right of use asset and a lease liability at the lease commencement date. For both operating and finance leases, the right of use asset is initially measured at cost, which comprises the initial amount of the lease liability adjusted for lease payments made at or before the lease commencement date, plus any initial direct costs incurred less any lease incentives received; and the lease liability is initially measured at the present value of the unpaid lease payments at the lease commencement date. The Company's leases do not provide an implicit rate; therefore, the Company uses its incremental borrowing rate based on the information available at the lease commencement date in determining the present value of future payments for those leases. The Company's incremental borrowing rate for a lease is the rate of interest it would have to pay on a collateralized basis to borrow an amount equal to the lease payments under similar terms in a similar economic environment. Right of use assets for the operating and finance leases are periodically reviewed for impairment losses. The Company uses the long-lived assets impairment guidance in ASC Subtopic 360-10, Property, Plant, and Equipment - Overall, to determine whether a right of use asset is impaired, and if so, the amount of the impairment loss to recognize. No such loss was recognized as of September 30, 2024. The Company monitors for events or changes in circumstances that require a reassessment of its leases. When a reassessment results in the remeasurement of a lease liability, a corresponding adjustment is made to the carrying amount of the corresponding right of use asset. The Company has elected the practical expedient to combine lease and non-lease components when determining the right of use asset and lease liability. The Company has also elected not to recognize right of use assets and lease liabilities for short-term leases that have a lease term of 12 months or less. The Company recognizes the lease payments associated with its short-term leases as an expense on a straight-line basis over the lease term.
Income Taxes	The Company provides for deferred income taxes for temporary differences between financial and income tax reporting, principally net operating loss carryforwards, depreciation, and share-based compensation. Deferred tax assets and liabilities are measured using enacted tax rates in effects for the years in which those temporary differences are expected to be recovered or settled. A valuation allowance is appropriate when management believes it is more likely than not, the deferred tax asset will not be realized. At December 31, 2023, the Company determined that full valuation of its net deferred tax assets and liabilities is appropriate. The net income position as of September 30, 2024 would be fully offset by our federal NOL carry forwards, resulting in no federal income tax expense in the current period. We maintain a full valuation allowance against our deferred tax assets. The Company will consider releasing some or all of the valuation allowance as future evidence supporting such release is recognized. Currently, the evidence supporting the maintenance of a full valuation allowance outweighs the evidence supporting any release.
Cash Equivalents	The Company holds treasury bills with original maturities when purchased of less than three months, within cash and cash equivalents, carried at amortized cost on the Consolidated Balance Sheet. Treasury bills have been classified as held-to-maturity as we have the ability and intent to hold them to maturity.
Short-Term Investments	The Company, from time to time, holds treasury bills with original maturities when purchased of greater than three months, within short-term investments, carried at amortized cost on the Consolidated Balance Sheet. Treasury bills have been classified as held-to-maturity as we have the ability and intent to hold them to maturity.
Trade Accounts Receivable	The allowance for doubtful accounts is based on the Company's assessment of the collectability of customer accounts. The Company regularly reviews the allowance by considering factors such as historical experience, credit quality, the age of the accounts receivable balances and current economic conditions that may affect a customer's ability to pay.
Implementation Costs of Cloud Computing Arrangement	As of September 30, 2024 and December 31, 2023, the Company's deferred implementation costs of our new ERP system associated with our cloud computing arrangement, which were reflected within prepaid and other assets, were $9,338 and $9,895, respectively. The cost will be recognized over the term of the agreement, which began in the first quarter of 2022.
Fair Value of Financial Instruments	ASC 820 guidance specifies a hierarchy of valuation techniques based on whether the inputs to those valuation techniques are observable or unobservable. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect market assumptions. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurement) and the lowest priority to unobservable inputs (Level 3 measurement). The three levels of the fair value hierarchy are as follows: •Level 1 - Unadjusted quoted prices in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date. Level 1 primarily consists of financial instruments whose value is based on quoted market prices such as exchange-traded instruments and listed equities. •Level 2 - Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly (e.g., quoted prices of similar assets or liabilities in active markets, or quoted prices for identical or similar assets or liabilities in markets that are not active). Level 2 includes financial instruments that are valued using models or other valuation methodologies. •Level 3 - Unobservable inputs for the asset or liability. Financial instruments are considered Level 3 when their fair values are determined using pricing models, discounted cash flows or similar techniques and at least one significant model assumption or input is unobservable. Our financial assets and liabilities include cash and cash equivalents, receivables, accounts payable and accrued liabilities, the fair values of which approximate their carrying values due to the short-term nature of these instruments. The Company holds certain financial assets within cash and cash equivalents in the form of held-to-maturity treasury bills as we have the ability and intent to hold them to maturity, as such, they are not fair valued each reporting period but instead measured at amortized cost. The fair value of these assets is based on quoted market prices for the same or similar securities within less active markets, which the Company determined to be Level 2 inputs. As of September 30, 2024, the fair value of these treasury bills approximates their carrying value due to the short-term nature of these instruments. Certain financial and non-financial assets, including operating lease right-of-use assets and property, plant and equipment are reported at their carrying values and are not subject to recurring fair value measurements. We review our long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. For the investment in equity securities, we have elected the measurement alternative under which we measure this investment at cost minus impairment, if any, plus or minus changes resulting from observable price changes, if any, in orderly transactions for an identical or a similar investment of the same issuer, for which the change in fair value would be included in net income. Refer to Note 6 - Convertible Senior Notes for the fair value of our Convertible Senior Notes. As of September 30, 2024, the Company maintained Level 1 and Level 2 assets and liabilities.
Net Sales	As of March 31, 2024, the Company is providing a more meaningful breakout of its sales, which now combines pet specialty and club as both classes of retailers service a specific consumer through specialized offerings, which include value focused and or premium products. In contrast, grocery, mass, international and digital offer a wide variety of products.
Recently Issued Accounting Pronouncements	In November 2023, the Financial Accounting Standards Board ("FASB") issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures to improve reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses. This guidance will be effective for the Company for the annual report for the fiscal year ending December 31, 2024 and subsequent interim periods. Early adoption is permitted and retrospective adoption is required for all prior periods presented. The Company is currently evaluating the provisions of this guidance and its effect on its future consolidated financial statements and plans to adopt the standard on its effective date. In March 2024, the SEC adopted final rules to require disclosures about certain climate-related information in registration statements and annual reports. As adopted, the Final Climate Rules mandate disclosure of, among other things, material climate-related risks, how the board of directors and management oversee and manage such risks, and the actual and potential material impacts of such risks on us. The rules also require disclosure about material climate-related targets and goals, Scope 1 and Scope 2 GHG emissions, and the financial impacts of severe weather events and other natural conditions. In April 2024, the SEC voluntarily stayed the Final Climate Rules pending resolution of legal challenges. The SEC has further stated that it plans to designate a new effective date and phase-in period for the implementation of the rules at the conclusion of the stay, though this would occur only if the SEC prevails in the ongoing legal proceedings. If the rules are ultimately implemented, their adoption will be phased. We plan to monitor the status of these rules, and, as appropriate, to evaluate the rules to determine their impact on our consolidated financial statements. These rules will be applied prospectively.

Summary of Significant Accounting Policies

9 Months Ended

Sep. 30, 2024

Accounting Policies [Abstract]

Summary of Significant Accounting Policies

Summary of Significant Accounting Policies:

Nature of the Business – Freshpet, Inc. (hereafter referred to as “Freshpet”, the “Company”, “we,” "us" or “our”), a Delaware corporation, manufactures and markets natural fresh meals and treats for dogs and cats. The Company’s products are distributed throughout the United States, Canada and other international markets, into major retail classes including Grocery, Mass, International, Digital, Pet Specialty, and Club.

Basis of Presentation – The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the U.S. (“U.S. GAAP”). The unaudited condensed consolidated financial statements include the accounts of the Company as well as the Company’s wholly-owned subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation. The interim unaudited condensed consolidated financial statements have been prepared on the same basis as the annual audited consolidated financial statements and in accordance with the rules and regulations of the United States Securities and Exchange Commission (the “SEC”). In the opinion of management, the interim unaudited financial statements reflect all adjustments, which include only normal recurring adjustments, necessary for the fair presentation of the Company’s financial position as of September 30, 2024, the results of its operations and changes to stockholders’ equity for the three and nine months ended September 30, 2024 and 2023, and its cash flows for the nine months ended September 30, 2024 and 2023. The results for the three and nine months ended September 30, 2024, are not necessarily indicative of results to be expected for the year ending December 31, 2024, or any other interim periods, or any future year or period. All amounts included herein have been rounded except where otherwise stated. As figures are rounded, numbers presented throughout this document may not add up precisely to the totals we provide and percentages may not precisely reflect the absolute figures.

These unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and accompanying notes in Item 8 of Part II, “Financial Statements and Supplementary Data,” of our Annual Report on Form 10-K for the year ended December 31, 2023.

Estimates and Uncertainties – The preparation of our consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Estimates are used in determining, among other items, trade incentives, share-based compensation and useful lives for long-lived assets. Actual results, as determined at a later date, could differ from those estimates.

Segments – The Company operates as a single operating segment reporting to its chief operating decision maker.

Investment in Unconsolidated Company – The Company utilizes the equity method to account for investments when the Company possesses the ability to exercise significant influence, but not control, over the operating and financial policies of the investee. The ability to exercise significant influence is presumed when an investor possesses more than 20% of the voting interests of the investee. This presumption may be overcome based on specific facts and circumstances that demonstrate that the ability to exercise significant influence is restricted.

In applying the equity method, the Company records the investment at cost and subsequently increases or decreases the carrying amount of the investment by its proportionate share of the net income or loss. The Company has elected to record its share of equity in income (losses) of equity method investment on a one-quarter lag based on the most recently available financial statements.

Through 2022, we invested a total of $31,200 in a privately held company that operates in our industry, with no additional investments thereafter. The Company concluded that it is not the primary beneficiary as it does not have the power to direct activities that most significantly impact economic performance. Prior to March 30, 2023, the Company accounted for the investment under the equity method of accounting based on its ability to exercise significant influence, based on its representation on and the makeup of the investee's Board of Directors.

On March 30, 2023, the Company no longer had representation on the investee's Board of Directors, and therefore determined that significant influence had been lost as of that date. As such, as of March 30, 2023, the Company stopped accounting for the investment as an equity method investment and began to account for the investment under Accounting Standards Codification (ASC) Topic 321 ("ASC 321"), Investments - Equity Securities. As of September 30, 2024, the Company's ability to exercise significant influence continues to be restricted as it no longer has, or the ability to obtain, board representation and it has no means of participation in any decision making processes as the privately held investee's Board of Directors is closely held.

Because the investee is a privately held company, there is not a means to obtain a readily determinable fair value of the entity. The Company follows ASC 321 using the measurement alternative to measure investments in investees that do not have readily determinable fair value and over which the Company does not have significant influence. Under ASC 321, the initial carrying value of the investment is equal to the previous carrying amount of the investment under the equity method. The carrying amount of the investment is subsequently adjusted for any impairment or adjustments resulting from observable price changes in orderly transactions for identical or similar investments of the same issuer, if any. Dividends and distributions, if any, from the investee would be recognized in the period in which they are received and recorded in other income on the consolidated statement of operations.

The Company performs a qualitative assessment of whether the investment is impaired at each reporting date. If a qualitative assessment indicates that the investment is impaired, the Company estimates the investment’s fair value in accordance with the principles of ASC Topic 820 (“ASC 820”), Fair Value Measurements and Disclosures. If the fair value is less than the investment’s carrying value, the entity recognizes an impairment loss in earnings equal to the difference between the carrying value and fair value. On March 26, 2024, the investee completed an equity funding, which we concluded represented an orderly transaction for an identical equity security with no differences in rights and obligations. As a result, pursuant to the ASC 321 measurement alternative, we adjusted the carrying amount of our equity investment from $23,528 as of December 31, 2023 to $33,446 as of March 31, 2024, recognizing a gain of $9,918 in earnings for the three months ended March 31, 2024, based on the observable transactional price of the identical equity security issued by the investee.

March 2023 Issuance of $402.5 million of 3.00% Convertible Senior Notes (the "Convertible Notes") - In conjunction with the issuance of the $402.5 million Convertible Notes in March 2023, the Company evaluated the debt instrument and its embedded features to determine if the contract or the embedded components of the contract qualified as a derivative that would be required to be separately accounted for in accordance with the relevant accounting literature.

The Company accounts for the Convertible Notes as a single liability measured at amortized cost. The Company uses the effective interest rate method to amortize the debt issuance costs to interest expense over the respective term of the Convertible Notes.

Leases – The Company is a lessee in noncancelable (1) operating leases, and (2) finance leases, which it accounts for in accordance with ASC Topic 842, Leases.

The Company determines if an arrangement is or contains a lease at contract inception. The Company recognizes a right of use asset and a lease liability at the lease commencement date. For both operating and finance leases, the right of use asset is initially measured at cost, which comprises the initial amount of the lease liability adjusted for lease payments made at or before the lease commencement date, plus any initial direct costs incurred less any lease incentives received; and the lease liability is initially measured at the present value of the unpaid lease payments at the lease commencement date.

The Company's leases do not provide an implicit rate; therefore, the Company uses its incremental borrowing rate based on the information available at the lease commencement date in determining the present value of future payments for those leases. The Company's incremental borrowing rate for a lease is the rate of interest it would have to pay on a collateralized basis to borrow an amount equal to the lease payments under similar terms in a similar economic environment.

Right of use assets for the operating and finance leases are periodically reviewed for impairment losses. The Company uses the long-lived assets impairment guidance in ASC Subtopic 360-10, Property, Plant, and Equipment - Overall, to determine whether a right of use asset is impaired, and if so, the amount of the impairment loss to recognize. No such loss was recognized as of September 30, 2024.

The Company monitors for events or changes in circumstances that require a reassessment of its leases. When a reassessment results in the remeasurement of a lease liability, a corresponding adjustment is made to the carrying amount of the corresponding right of use asset.

The Company has elected the practical expedient to combine lease and non-lease components when determining the right of use asset and lease liability. The Company has also elected not to recognize right of use assets and lease liabilities for short-term leases that have a lease term of 12 months or less. The Company recognizes the lease payments associated with its short-term leases as an expense on a straight-line basis over the lease term.

Income Taxes – The Company provides for deferred income taxes for temporary differences between financial and income tax reporting, principally net operating loss carryforwards, depreciation, and share-based compensation. Deferred tax assets and liabilities are measured using enacted tax rates in effects for the years in which those temporary differences are expected to be recovered or settled.

A valuation allowance is appropriate when management believes it is more likely than not, the deferred tax asset will not be realized. At December 31, 2023, the Company determined that full valuation of its net deferred tax assets and liabilities is appropriate.

The net income position as of September 30, 2024 would be fully offset by our federal NOL carry forwards, resulting in no federal income tax expense in the current period. We maintain a full valuation allowance against our deferred tax assets. The Company will consider releasing some or all of the valuation allowance as future evidence supporting such release is recognized. Currently, the evidence supporting the maintenance of a full valuation allowance outweighs the evidence supporting any release.

Cash Equivalents – The Company holds treasury bills with original maturities when purchased of less than three months, within cash and cash equivalents, carried at amortized cost on the Consolidated Balance Sheet. Treasury bills have been classified as held-to-maturity as we have the ability and intent to hold them to maturity. As of September 30, 2024, the Company had $99,604 of treasury bills within cash equivalents, which included $364 of amortized discount. As of December 31, 2023, the Company had $134,570 of treasury bills within cash equivalents, which included $692 of amortized discount.

Short-Term Investments – The Company, from time to time, holds treasury bills with original maturities when purchased of greater than three months, within short-term investments, carried at amortized cost on the Consolidated Balance Sheet. Treasury bills have been classified as held-to-maturity as we have the ability and intent to hold them to maturity. As of September 30, 2024 and December 31, 2023, there were no short-term investments.

Trade Accounts Receivable – The allowance for doubtful accounts is based on the Company's assessment of the collectability of customer accounts. The Company regularly reviews the allowance by considering factors such as historical experience, credit quality, the age of the accounts receivable balances and current economic conditions that may affect a customer's ability to pay.

Implementation Costs of Cloud Computing Arrangement – As of September 30, 2024 and December 31, 2023, the Company's deferred implementation costs of our new ERP system associated with our cloud computing arrangement, which were reflected within prepaid and other assets, were $9,338 and $9,895, respectively. The cost will be recognized over the term of the agreement, which began in the first quarter of 2022.

Fair Value of Financial Instruments – ASC 820 guidance specifies a hierarchy of valuation techniques based on whether the inputs to those valuation techniques are observable or unobservable. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect market assumptions. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurement) and the lowest priority to unobservable inputs (Level 3 measurement).

The three levels of the fair value hierarchy are as follows:

•Level 1 - Unadjusted quoted prices in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date. Level 1 primarily consists of financial instruments whose value is based on quoted market prices such as exchange-traded instruments and listed equities.

•Level 2 - Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly (e.g., quoted prices of similar assets or liabilities in active markets, or quoted prices for identical or similar assets or liabilities in markets that are not active). Level 2 includes financial instruments that are valued using models or other valuation methodologies.

•Level 3 - Unobservable inputs for the asset or liability. Financial instruments are considered Level 3 when their fair values are determined using pricing models, discounted cash flows or similar techniques and at least one significant model assumption or input is unobservable.

Our financial assets and liabilities include cash and cash equivalents, receivables, accounts payable and accrued liabilities, the fair values of which approximate their carrying values due to the short-term nature of these instruments. The Company holds certain financial assets within cash and cash equivalents in the form of held-to-maturity treasury bills as we have the ability and intent to hold them to maturity, as such, they are not fair valued each reporting period but instead measured at amortized cost. The fair value of these assets is based on quoted market prices for the same or similar securities within less active markets, which the Company determined to be Level 2 inputs. As of September 30, 2024, the fair value of these treasury bills approximates their carrying value due to the short-term nature of these instruments.

Certain financial and non-financial assets, including operating lease right-of-use assets and property, plant and equipment are reported at their carrying values and are not subject to recurring fair value measurements. We review our long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. For the investment in equity securities, we have elected the measurement alternative under which we measure this investment at cost minus impairment, if any, plus or minus changes resulting from observable price changes, if any, in orderly transactions for an identical or a similar investment of the same issuer, for which the change in fair value would be included in net income.

Refer to Note 6 - Convertible Senior Notes for the fair value of our Convertible Senior Notes.

As of September 30, 2024, the Company maintained Level 1 and Level 2 assets and liabilities.

Net Sales - Information about the Company’s net sales by class of retailer is as follows:


	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
Grocery, Mass, International and Digital	$	208,889	$	167,781	$	585,574	$	462,772
Pet Specialty and Club	44,478		32,840		126,895		88,702
Net Sales	$	253,367	$	200,621	$	712,469	$	551,474

As of March 31, 2024, the Company is providing a more meaningful breakout of its sales, which now combines pet specialty and club as both classes of retailers service a specific consumer through specialized offerings, which include value focused and or premium products. In contrast, grocery, mass, international and digital offer a wide variety of products.

Recently Issued Accounting Pronouncements

In November 2023, the Financial Accounting Standards Board ("FASB") issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures to improve reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses. This guidance will be effective for the Company for the annual report for the fiscal year ending December 31, 2024 and subsequent interim periods. Early adoption is permitted and retrospective adoption is required for all prior periods presented. The Company is currently evaluating the provisions of this guidance and its effect on its future consolidated financial statements and plans to adopt the standard on its effective date.

In March 2024, the SEC adopted final rules to require disclosures about certain climate-related information in registration statements and annual reports. As adopted, the Final Climate Rules mandate disclosure of, among other things, material climate-related risks, how the board of directors and management oversee and manage such risks, and the actual and potential material impacts of such risks on us. The rules also require disclosure about material climate-related targets and goals, Scope 1 and Scope 2 GHG emissions, and the financial impacts of severe weather events and other natural conditions. In April 2024, the SEC voluntarily stayed the Final Climate Rules pending resolution of legal challenges. The SEC has further stated that it plans to designate a new effective date and phase-in period for the implementation of the rules at the conclusion of the stay, though this would occur only if the SEC prevails in the ongoing legal proceedings. If the rules are ultimately implemented, their adoption will be phased. We plan to monitor the status of these rules, and, as appropriate, to evaluate the rules to determine their impact on our consolidated financial statements. These rules will be applied prospectively.

Equity Incentive Plans (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Compensation cost for share-based payments	$ 12,108	$ 7,132	$ 35,835	$ 21,118
Stock options granted (in shares)			0
Stock options exercised (in shares)			196
Restricted Stock Units
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Restricted stock units granted (in shares)			117
Restricted stock units granted, weighted average grant date fair value (in dollars per share)			$ 106.61
Restricted stock units vested (in shares)			78
Cost of Sales
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Compensation cost for share-based payments	$ 1,610	$ 1,621	$ 4,424	$ 4,861

- Definition

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

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

Leases - Summary of Lease Costs (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Operating Lease:
Lease cost	$ 343	$ 438	$ 1,219	$ 1,314
Finance Lease:
Amortization of right of use asset	712	730	2,100	730
Interest on lease liabilities	564	624	1,691	624
Variable lease, cost	$ 3,328	$ 2,894	$ 9,997	$ 2,894

Accrued Expenses (Details) - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023
Payables and Accruals [Abstract]
Accrued Compensation and Employee Related Costs	$ 28,030	$ 19,307
Accrued Chiller Cost	3,894	7,478
Accrued Customer Consideration	1,004	1,228
Accrued Freight	4,032	6,078
Accrued Production Expenses	8,358	6,928
Accrued Corporate and Marketing Expenses	2,990	3,627
Accrued Interest	0	3,019
Other Accrued Expenses	2,088	2,151
Accrued Expenses	$ 50,396	$ 49,816

Inventories, net (Details) - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023
Inventory Disclosure [Abstract]
Raw Materials and Work in Process	$ 11,682	$ 16,055
Packaging Components Material	7,738	5,607
Finished Goods	53,371	41,576
Inventories, net	$ 72,791	$ 63,238

CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023
CURRENT ASSETS:
Cash and cash equivalents	$ 274,594	$ 296,871
Accounts receivable, net of allowance for doubtful accounts	65,015	56,754
Inventories, net	72,791	63,238
Prepaid expenses	5,768	7,615
Other current assets	3,126	2,841
Total Current Assets	421,294	427,319
Property, plant and equipment, net	1,039,980	979,164
Deposits on equipment	1,118	1,895
Operating lease right of use assets	3,671	3,616
Long term investment in equity securities	33,446	23,528
Other assets	32,189	28,899
Total Assets	1,531,698	1,464,421
CURRENT LIABILITIES:
Accounts payable	35,481	36,096
Accrued expenses	50,396	49,816
Current operating lease liabilities	1,290	1,312
Current finance lease liabilities	2,075	1,998
Total Current Liabilities	89,242	89,222
Convertible senior notes	394,633	393,074
Long term operating lease liabilities	2,556	2,591
Long term finance lease liabilities	23,820	26,080
Total Liabilities	510,251	510,967
Commitments and contingencies	0	0
STOCKHOLDERS' EQUITY:
Common stock — voting, $0.001 par value, 200,000 shares authorized, 48,551 issued and 48,537 outstanding on September 30, 2024, and 48,277 issued and 48,263 outstanding on December 31, 2023	48	48
Additional paid-in capital	1,321,767	1,282,984
Accumulated deficit	(299,928)	(328,731)
Accumulated other comprehensive loss	(184)	(591)
Treasury stock, at cost — 14 shares on September 30, 2024 and on December 31, 2023	(256)	(256)
Total Stockholders' Equity	1,021,447	953,454
Total Liabilities and Stockholders' Equity	$ 1,531,698	$ 1,464,421

Leases - Summary of Weighted-Average Remaining Lease Term and Discount Rate (Details)	Sep. 30, 2024
Operating Leases
Weighted-average remaining lease term	2 years 9 months 3 days
Weighted-average discount rate	7.30%
Finance Lease
Weighted-average remaining lease term	8 years 9 months
Weighted-average discount rate	8.60%

Convertible Senior Notes - Narrative (Details) $ / shares in Units, $ in Thousands				1 Months Ended	3 Months Ended		9 Months Ended
	Sep. 30, 2024 USD ($) $ / shares	Jun. 30, 2024	Mar. 31, 2024	Mar. 31, 2023 USD ($) day $ / shares	Sep. 30, 2024 USD ($) $ / shares	Sep. 30, 2023 USD ($)	Sep. 30, 2024 USD ($) $ / shares	Sep. 30, 2023 USD ($)	Dec. 31, 2023 $ / shares
Debt Instrument [Line Items]
Net proceeds from sale of convertible notes							$ 0	$ 393,518
Common stock, par value (in dollars per share) \| $ / shares	$ 0.001			$ 0.001	$ 0.001		$ 0.001		$ 0.001
March 2023 Note \| Convertible Notes
Debt Instrument [Line Items]
Debt issuance				$ 402,500
Interest rate	3.00%			3.00%	3.00%		3.00%
Net proceeds from sale of convertible notes				$ 391,492
Threshold trading days (in days) \| day				20
Threshold percentage of stock price trigger	130.00%	130.00%	130.00%	130.00%
Threshold consecutive business days (in days) \| day				5
Percentage of share price and conversion rate (less than)				98.00%
Conversion ratio				0.0143516
Conversion price (in dollars per share) \| $ / shares				$ 69.68
Redemption, threshold trading days (in days) \| day				40
Redemption price, percentage				100.00%
Redemption, minimum aggregate principal outstanding				$ 100,000
Effective interest rate				3.59%
Transaction costs				$ 11,008
Contractual interest expense					$ 3,019		$ 9,056
Accrued interest expense	$ 0				0		0
Interest costs capitalized					$ 1,184	$ 333	3,591	$ 514
March 2023 Note \| Convertible Notes \| Construction in Progress \| Revision of Prior Period, Adjustment
Debt Instrument [Line Items]
Interest costs capitalized							(3,672)
March 2023 Note \| Convertible Notes \| Assets Place In Service \| Revision of Prior Period, Adjustment
Debt Instrument [Line Items]
Interest costs capitalized							$ 3,672
March 2023 Note \| Convertible Notes \| Conversion Period One
Debt Instrument [Line Items]
Consecutive threshold trading days (in days) \| day				30
March 2023 Note \| Convertible Notes \| Conversion Period Two
Debt Instrument [Line Items]
Consecutive threshold trading days (in days) \| day				10

Leases - Summary of Supplemental Balance Sheet Information (Details) - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023
Assets:
Operating leases	$ 3,671	$ 3,616
Finance lease, net	$ 24,918	27,728
Finance Lease, Right-of-Use Asset, Statement of Financial Position [Extensible Enumeration]	Property, plant and equipment, net
Total lease assets	$ 28,589	31,344
Liabilities:
Current operating lease liabilities	1,290	1,312
Current finance lease liabilities	2,075	1,998
Long term operating lease liabilities	2,556	2,591
Long term finance lease liabilities	23,820	26,080
Total lease liabilities	$ 29,741	$ 31,981

Purchase of Capped Call Options	9 Months Ended
Purchase of Capped Call Options	Sep. 30, 2024
Derivative Instruments and Hedging Activities Disclosure [Abstract]
Purchase of Capped Call Options	Purchase of Capped Call Options: In connection with the pricing of the Convertible Notes issued in March 2023, we used $66,211 of the net proceeds from the Convertible Notes to enter into privately negotiated capped call transactions (collectively, the “Capped Call Transactions”) with certain financial institutions. The Capped Call Transactions are generally expected to reduce potential dilution to holders of our common stock upon any conversion of the Convertible Notes and/or offset any cash payments we are required to make in excess of the principal amount of the Convertible Notes upon conversion of the Convertible Notes in the event that the market price per share of our common stock is greater than the strike price of the Capped Call Transactions, with such reduction and/or offset subject to a cap. The Capped Call Transactions have an initial cap price of approximately $120.23 per share, which represents a premium of 120% over the last reported sale price of our common stock of $54.65 per share on March 15, 2023, and is subject to certain adjustments under the terms of the Capped Call Transactions. Collectively, the Capped Call Transactions cover, initially, the number of shares of our common stock underlying the Convertible Notes, subject to anti-dilution adjustments substantially similar to those applicable to the Convertible Notes. The Capped Call Transactions are accounted for as freestanding derivatives and recorded at the initial fair value in additional paid-in-capital in the Consolidated Balance Sheet with no recorded subsequent change to fair value as long as they meet the criteria for equity classification. As of September 30, 2024, the instrument continued to qualify for equity classification.

Net Income (Loss) Per Share Attributable to Common Stockholders - Summary of Antidilutive Securities Excluded from Computation of Earnings Per Share (Details) - shares shares in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities (in shares)	5,776	8,481	5,776	8,428
Service Period Stock Options
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities (in shares)	0	1,150	0	1,211
Restricted Stock Units
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities (in shares)	0	505	0	391
Performance Stock Options
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities (in shares)	0	1,050	0	1,050
Convertible Notes
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities (in shares)	5,776	5,776	5,776	5,776

Property, Plant and Equipment, net (Tables)

9 Months Ended

Sep. 30, 2024

Property, Plant and Equipment [Abstract]

Summary of Property, Plant and Equipment, net


	September 30, 2024		December 31, 2023
Refrigeration Equipment	$	190,370	$	167,956
Machinery and Equipment	279,779		242,256
Building, Land and Improvements	705,200		535,003
Furniture and Office Equipment	17,705		14,987
Leasehold Improvements	12		1,319
Construction in Progress	66,729		187,952
Finance Lease Right of Use Asset	28,478		29,187
	1,288,273		1,178,660
Less: Accumulated Depreciation and Amortization	(248,293)		(199,496)
Property, Plant and Equipment, net	$	1,039,980	$	979,164

Convertible Senior Notes - Summary of Carrying Value and Fair Value of Convertible Notes (Details) - March 2023 Note - Convertible Notes - USD ($) $ in Thousands	Sep. 30, 2024	Mar. 31, 2023
Debt Instrument [Line Items]
Interest rate	3.00%	3.00%
Carrying Value	$ 394,633
Fair Value	857,326
Unamortized debt issuance costs	$ 7,867

- Definition

Fair value portion of debt instrument payable, including, but not limited to, notes payable and loans payable.

+ References

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- Definition

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

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+ Details

Convertible Senior Notes - Summary of Interest Expense (Details) - USD ($) $ in Thousands	3 Months Ended	9 Months Ended	12 Months Ended
	Sep. 30, 2024	Sep. 30, 2024	Dec. 31, 2023
Debt Instrument [Line Items]
Total			$ 2,785
March 2023 Note \| Convertible Notes
Debt Instrument [Line Items]
Contractual interest expense	$ 3,019	$ 9,056
Amortization of issuance costs	525	1,559
Total	$ 3,544	$ 10,615

- Definition

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

+ References

+ Details

Inventories, net

9 Months Ended

Sep. 30, 2024

Inventory Disclosure [Abstract]

Inventories, net

Inventories, net:


	September 30, 2024		December 31, 2023
Raw Materials and Work in Process	$	11,682	$	16,055
Packaging Components Material	7,738		5,607
Finished Goods	53,371		41,576
Inventories, net	$	72,791	$	63,238

Inventories, net (Tables)

9 Months Ended

Sep. 30, 2024

Inventory Disclosure [Abstract]

Summary of Inventories, Net


	September 30, 2024		December 31, 2023
Raw Materials and Work in Process	$	11,682	$	16,055
Packaging Components Material	7,738		5,607
Finished Goods	53,371		41,576
Inventories, net	$	72,791	$	63,238

Commitments and Contingencies	9 Months Ended
Commitments and Contingencies	Sep. 30, 2024
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	Commitments and Contingencies: Commitments - In August 2023, we entered into a lease arrangement for a to-be constructed office space, which will contribute right of use assets and lease liabilities upon lease commencement, which is currently anticipated to occur by the first half of 2025. As of September 30, 2024, the future commitments related to this arrangement are not determinable as they are variable in nature. Legal Obligations - We are currently involved in various claims and legal actions that arise in the ordinary course of our business. None of these claims or proceedings, most of which are covered by insurance, are expected to have a material adverse effect on our business, financial condition, results of operations or cash flows. However, a significant increase in the number of these claims or an increase in amounts owing under successful claims could materially and adversely affect our business, financial condition, results of operations or cash flows. On April 8, 2022, Phillips Feed Service, Inc., d/b/a Phillips Feed And Pet Supply ("Phillips") filed a complaint against the Company in U.S. District Court for the Eastern District of Pennsylvania (Allentown Division) for damages allegedly sustained as a result of the termination of the Company's distribution arrangement with Phillips, a former distributor of Freshpet products. Phillips asserts a claim for breach of contract, and seeks monetary damages in excess of $8,300 based on a claimed "termination payment" under a 2018 "Letter Of Intent" and additional damages based on a claim for improper notice of termination. Phillips also claims a right of setoff with respect to monies owed by Phillips to the Company. On July 5, 2022, the Company answered the complaint disputing the claimed damages, assertions of breach of contract, and the right of offset. In addition, the Company counterclaimed breach of contract for amounts owed to Freshpet earned while Phillips served as an authorized distributor of Freshpet product. As of December 31, 2022, due to the claims and counterclaims between the parties, the Company reclassified the amounts due from Phillips of $8,971 to other noncurrent assets. Discovery in this action has closed. The parties are currently waiting for a new trial date and a ruling on Phillips Motion for Partial Summary Judgment ("MSJ") following the reassignment of the case to a new judge on October 2, 2024. A joint status report was submitted to the new Judge on October 25, 2025 and a hearing on the MSJ and the Company's Response in Opposition is scheduled for December 4, 2024. Based on information currently available and advice of counsel, we do not believe that the outcome of this matter is likely to have a material adverse effect on our business, financial condition, results of operations or liquidity. However, in the event of unexpected further developments, it is possible that the ultimate resolution of this matter, if unfavorable, may be materially adverse to our business, financial condition, results of operations or liquidity. Legal costs such as outside counsel fees and expenses are charged to selling, general and administrative expenses in the period incurred.

Leases (Tables)

9 Months Ended

Sep. 30, 2024

Leases [Abstract]

Summary of Weighted-Average Remaining Lease Term and Discount Rate and Lease, Cost

Weighted-average remaining lease term (in years) and discount rate related to operating and finance leases were as follows:


	Operating Leases		Finance Lease
Weighted-average remaining lease term	2.76		8.75
Weighted-average discount rate	7.3	%	8.6	%

A summary of lease costs for the three and nine months ended September 30, 2024 and 2023 was as follows:


		Three Months Ended September 30,				Nine Months Ended September 30,
		2024		2023		2024		2023
Operating Lease:
Lease cost	Cost of goods sold and selling, general and administrative	$	343	$	438	$	1,219	$	1,314

Finance Lease:
Amortization of right of use asset	Cost of goods sold	$	712	$	730	$	2,100	$	730
Interest on lease liabilities	Interest expense	$	564	$	624	$	1,691	$	624
Variable lease cost (b)	Inventory/Cost of goods sold (b)	$	3,328	$	2,894	$	9,997	$	2,894

Summary of Maturities of Operating Lease Liabilities

Maturities of lease liabilities under noncancelable operating leases and finance lease as of September 30, 2024 were as follows:


	As of September 30, 2024
	Operating Leases		Finance Lease
2024 (a)	$	379	$	1,055
2025	1,538		4,221
2026	1,575		4,221
2027	778		4,221
2028 and beyond	—		23,217
Total lease payments	$	4,270	$	36,935
Less: Imputed interest	(424)		(11,040)
Present value of lease liabilities	$	3,846	$	25,895

(a)Excluding the nine months ended September 30, 2024.

Summary of Maturities of Finance Lease Liabilities

Maturities of lease liabilities under noncancelable operating leases and finance lease as of September 30, 2024 were as follows:


	As of September 30, 2024
	Operating Leases		Finance Lease
2024 (a)	$	379	$	1,055
2025	1,538		4,221
2026	1,575		4,221
2027	778		4,221
2028 and beyond	—		23,217
Total lease payments	$	4,270	$	36,935
Less: Imputed interest	(424)		(11,040)
Present value of lease liabilities	$	3,846	$	25,895

(a)Excluding the nine months ended September 30, 2024.

Summary of Supplemental Balance Sheet Information

Supplemental balance sheet information related to leases as of September 30, 2024 and December 31, 2023 is as follows:


		As of September 30, 2024		As of December 31, 2023
Assets:
Operating leases	Operating lease right of use assets	$	3,671	$	3,616
Finance lease, net	Property, plant and equipment, net	24,918		27,728
Total lease assets		$	28,589	$	31,344


Liabilities:
Current:
Operating lease liabilities	Current operating lease liabilities	$	1,290	$	1,312
Finance lease liabilities	Current finance lease liabilities	2,075		1,998
Long-term:
Operating lease liabilities	Long term operating lease liabilities	2,556		2,591
Finance lease liabilities	Long term finance lease liabilities	23,820		26,080
Total lease liabilities		$	29,741	$	31,981

Summary of Supplemental Cash Flow Information

Supplemental cash flow information and non-cash activity relating to operating and finance leases are as follows:


	Three Months Ended September 30,				Nine Months Ended September 30,
Operating cash flow information:	2024		2023		2024		2023
Cash paid for amounts included in the measurement of operating lease liabilities	$	350	$	453	$	1,266	$	1,349
Cash paid for amounts included in the measurement of finance lease liabilities (i.e. interest)	$	564	$	624	$	1,691	$	624
Finance cash flow information:
Cash paid for amounts included in the measurement of finance lease liabilities (i.e. principal payment)	$	492	$	548	$	1,444	$	548

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY - USD ($) shares in Thousands, $ in Thousands	Total	Common Stock	Additional Paid-in Capital	Accumulated Deficit	Accumulated Other Comprehensive (Loss) Income	Treasury Stock
Beginning balance (in shares) at Dec. 31, 2022		48,051
Beginning balance at Dec. 31, 2022	$ 1,031,569	$ 48	$ 1,325,524	$ (295,117)	$ 1,370	$ (256)
Beginning balance (in shares) at Dec. 31, 2022						14
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Exercise of options to purchase common stock (in shares)		131
Exercise of options to purchase common stock	4,172		4,172
Vesting of restricted stock units (in shares)		58
Vesting of restricted stock units	(859)		(859)
Share-based compensation expense	21,118		21,118
Purchase of capped call options	(66,211)		(66,211)
Foreign currency translation	(2,329)				(2,329)
Net income (loss)	(48,904)			(48,904)
Ending balance (in shares) at Sep. 30, 2023		48,240
Ending balance at Sep. 30, 2023	938,556	$ 48	1,283,744	(344,021)	(959)	$ (256)
Ending balance (in shares) at Sep. 30, 2023						14
Beginning balance (in shares) at Jun. 30, 2023		48,185
Beginning balance at Jun. 30, 2023	937,784	$ 48	1,275,510	(336,855)	(663)	$ (256)
Beginning balance (in shares) at Jun. 30, 2023						14
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Exercise of options to purchase common stock (in shares)		40
Exercise of options to purchase common stock	1,111		1,111
Vesting of restricted stock units (in shares)		15
Vesting of restricted stock units	(9)		(9)
Share-based compensation expense	7,132		7,132
Foreign currency translation	(296)				(296)
Net income (loss)	(7,166)			(7,166)
Ending balance (in shares) at Sep. 30, 2023		48,240
Ending balance at Sep. 30, 2023	$ 938,556	$ 48	1,283,744	(344,021)	(959)	$ (256)
Ending balance (in shares) at Sep. 30, 2023						14
Beginning balance (in shares) at Dec. 31, 2023	48,263	48,277
Beginning balance at Dec. 31, 2023	$ 953,454	$ 48	1,282,984	(328,731)	(591)	$ (256)
Beginning balance (in shares) at Dec. 31, 2023	14					14
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Exercise of options to purchase common stock (in shares)	196	196
Exercise of options to purchase common stock	$ 5,516		5,516
Vesting of restricted stock units (in shares)		78
Vesting of restricted stock units	(2,241)		(2,241)
Share-based compensation expense	35,508		35,508
Foreign currency translation	407				407
Net income (loss)	$ 28,803			28,803
Ending balance (in shares) at Sep. 30, 2024	48,537	48,551
Ending balance at Sep. 30, 2024	$ 1,021,447	$ 48	1,321,767	(299,928)	(184)	$ (256)
Ending balance (in shares) at Sep. 30, 2024	14					14
Beginning balance (in shares) at Jun. 30, 2024		48,493
Beginning balance at Jun. 30, 2024	$ 995,804	$ 48	1,308,623	(311,823)	(788)	$ (256)
Beginning balance (in shares) at Jun. 30, 2024						14
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Exercise of options to purchase common stock (in shares)		51
Exercise of options to purchase common stock	1,320		1,320
Vesting of restricted stock units (in shares)		7
Vesting of restricted stock units	(82)		(82)
Share-based compensation expense	11,906		11,906
Foreign currency translation	604				604
Net income (loss)	$ 11,895			11,895
Ending balance (in shares) at Sep. 30, 2024	48,537	48,551
Ending balance at Sep. 30, 2024	$ 1,021,447	$ 48	$ 1,321,767	$ (299,928)	$ (184)	$ (256)
Ending balance (in shares) at Sep. 30, 2024	14					14

Accrued Expenses

9 Months Ended

Sep. 30, 2024

Payables and Accruals [Abstract]

Accrued Expenses

Accrued Expenses:


	September 30, 2024		December 31, 2023
Accrued Compensation and Employee Related Costs	$	28,030	$	19,307
Accrued Chiller Cost	3,894		7,478
Accrued Customer Consideration	1,004		1,228
Accrued Freight	4,032		6,078
Accrued Production Expenses	8,358		6,928
Accrued Corporate and Marketing Expenses	2,990		3,627
Accrued Interest	—		3,019
Other Accrued Expenses	2,088		2,151
Accrued Expenses	$	50,396	$	49,816

Net Income (Loss) Per Share Attributable to Common Stockholders

9 Months Ended

Sep. 30, 2024

Earnings Per Share [Abstract]

Net Income (Loss) Per Share Attributable to Common Stockholders

Net Income (Loss) Per Share Attributable to Common Stockholders:

Basic net income (loss) per share of common stock is calculated by dividing net income (loss) attributable to common stockholders by the weighted-average number of shares of common stock outstanding for the period. Diluted net income (loss) per share of common stock is computed by giving effect to all potentially dilutive securities. For purpose of determining diluted earnings per common share, the treasury stock method is used for stock options, warrants, and RSUs, and the if-converted method is used for convertible instruments such as convertible debt as prescribed in ASC Topic 260 ("ASC 260"). In conjunction with the issuance of the $402.5 million Convertible Notes in March 2023, the Company used $66.2 million of the proceeds to purchase capped call instruments. In accordance with ASC 260, antidilutive contracts, such as purchased put options and purchased call options are excluded from the computation of diluted net income (loss) per share. Accordingly, any potential impact resulting from capped call transactions is excluded from our computation of diluted net income (loss) per share.


	Three Months Ended September 30,		Nine Months Ended September 30,
	2024		2024
Net Income Attributable to Common Stockholders	$	11,895	$	28,803

Weighted Average Common Shares Outstanding, Basic	48,509		48,436
Service Period Stock Options	687		693
Restricted Stock Units	268		244
Performance Stock Options	818		830
Convertible Notes	—		—
Weighted Average Common Shares Outstanding, Diluted	50,282		50,203

Basic Net Income per Share	$	0.25	$	0.59
Diluted Net Income per Share	$	0.24	$	0.57

The potentially dilutive securities excluded from the determination of diluted income (loss) per share, as their effect is antidilutive, are as follows (in thousands):


	Three Months Ended September 30,		Nine Months Ended September 30,
	2024	2023	2024	2023
Service Period Stock Options	—	1,150	—	1,211
Restricted Stock Units	—	505	—	391
Performance Stock Options	—	1,050	—	1,050
Convertible Notes	5,776	5,776	5,776	5,776
Total	5,776	8,481	5,776	8,428

Debt

9 Months Ended

Sep. 30, 2024

Debt Disclosure [Abstract]

Debt

Debt:

in conjunction with the termination of the Credit Facility in March 2023. There was $0 of accrued interest on the credit facilities as of December 31, 2023.Convertible Senior Notes:


	As of September 30, 2024
	Carrying Value (1)	Fair Value
3.00% Convertible Senior Notes Maturing April 1, 2028	394,633	857,326
Total	394,633	857,326

(1)The carrying amounts presented are net of unamortized debt issuance costs of $7,867 as of September 30, 2024.


	Three Months Ended	Nine Months Ended

	September 30, 2024
Contractual interest expense	3,019	9,056
Amortization of issuance costs	525	1,559
Total	3,544	10,615

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