0001437749-23-030394 | 10-Q | XBRL Viewer

Note 4 - Accrued Expenses

9 Months Ended

Sep. 30, 2023

Accounts Payable, Accrued Liabilities, and Other Liabilities Disclosure, Current [Text Block]

Note 4 – Accrued Expenses:

	*September 30,*		*December 31,*
	*2023*		*2022*
Accrued Compensation and Employee Related Costs	$	12,945	$	8,559
Accrued Construction Costs		—		4,235
Accrued Chiller Cost		2,623		4,106
Accrued Customer Consideration		1,018		656
Accrued Freight		5,905		2,705
Accrued Production Expenses		7,685		3,755
Accrued Corporate and Marketing Expenses		6,900		3,794
Accrued Interest		—		922
Other Accrued Expenses		2,301		4,284
Accrued Expenses	$	39,377	$	33,016

FRESHPET, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited, in thousands, except share data)

Note 10 - Equity Incentive Plans (Details Textual) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Share-Based Payment Arrangement, Expense	$ 7,132	$ 6,671	$ 21,118	$ 19,260
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Exercises in Period (in shares)			203,000
Service Period Restricted Stock Units [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Grants in Period (in shares)			154,000
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Grants in Period, Weighted Average Grant Date Fair Value (in dollars per share)			$ 60.39
Time-Options [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Grants in Period, Gross (in shares)			12,000
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Grants in Period, Weighted Average Grant Date Fair Value (in dollars per share)			$ 27.06
Restricted Stock Units (RSUs) [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Vested in Period (in shares)			58

Note 6 - Convertible Senior Notes (Details Textual)	3 Months Ended		9 Months Ended
Note 6 - Convertible Senior Notes (Details Textual)	Sep. 30, 2023 USD ($) $ / shares	Mar. 31, 2023 USD ($) $ / shares	Sep. 30, 2023 USD ($) $ / shares	Sep. 30, 2022 USD ($)	Dec. 31, 2022 $ / shares
Proceeds from Convertible Debt			$ 393,518,000	$ 0
Common Stock, Par or Stated Value Per Share (in dollars per share) \| $ / shares	$ 0.001	$ 0.001	$ 0.001		$ 0.001
Debt Issuance Costs, Net	$ 3,263		$ 3,263
Interest Paid, Excluding Capitalized Interest, Operating Activities			8,691,000	$ 3,152,000
Interest Costs Capitalized	$ 333,000		514,000
Reclassified From Construction in Progress to Assets Placed in Service [Member]
Interest Costs Capitalized			$ 136,000
March 2023 Note [Member] \| Convertible Senior Notes [Member]
Debt Instrument, Face Amount		$ 402,500,000
Debt Instrument, Interest Rate, Stated Percentage	3.00%	3.00%	3.00%
Proceeds from Convertible Debt		$ 391,492,000
Debt Instrument, Convertible, Conversion Ratio		14.3516
Debt Instrument, Convertible, Conversion Price (in dollars per share) \| $ / shares		$ 69.68
Debt Instrument, Convertible, Threshold Percentage of Stock Price Trigger		130.00%
Debt Instrument, Convertible, Threshold Trading Days		20
Debt Instrument, Convertible, Threshold Consecutive Trading Days		30
Debt Instrument, Redemption Price, Percentage		100.00%
Debt Instrument, Interest Rate, Effective Percentage		3.59%
Debt Issuance Costs, Net		$ 11,008,000
Unamortized Debt Issuance Expense	$ 9,938,000		$ 9,938,000
Interest Paid, Excluding Capitalized Interest, Operating Activities			6,406,000
Interest Payable	$ 0		$ 0
March 2023 Note [Member] \| Convertible Senior Notes [Member] \| Minimum [Member]
Debt Instrument, Redemption, Minimum Aggregate Principal Outstanding		$ 100,000,000

Note 6 - Convertible Senior Notes

9 Months Ended

Sep. 30, 2023

Notes to Financial Statements

Convertible Debt [Text Block]

Note 6 – 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.

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

We may not redeem the Convertible Notes prior to April 3, 2026. We may redeem for cash all or any portion of the Convertible Notes, at our option, on or after April 3, 2026 and on or before the 40^th scheduled trading day immediately preceding the maturity date, if the last reported sale price of our common stock has been at least 130% of the conversion price then in effect for each of at least 20 trading days (whether or not consecutive) during the 30 consecutive trading day period (including the last trading day of such period) ending on, and including, the trading day immediately preceding the date on which we send the notice of redemption, at a redemption price equal to 100% of the principal amount of the Convertible Notes to be redeemed, plus accrued and unpaid interest to, but excluding, the redemption date. However, we may not redeem less than all of the outstanding Convertible Notes unless at least $100 million aggregate principal amount of Convertible Notes are outstanding and not called for redemption as of the time we send the related redemption notice.

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

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

The Company measures the fair value of its Convertible Notes for disclosure purposes. The fair value is based on observable market prices for this debt, which is traded in less active markets and is therefore classified as a Level 2 fair value measurement. The following table discloses the carrying value and fair value of the Company's Convertible Notes as of September 30, 2023:

	*As of September 30, 2023*
	*Carrying Value (1)*		*Fair Value*
3.00% Convertible Senior Notes Maturing April 1, 2028		392,562		473,139
Total		392,562		473,139

(1) The carrying amounts presented are net of unamortized debt issuance costs of $9,938 as of September 30, 2023.

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, 2023, recognized related to the Convertible Notes consists of the following:

	*Three Months Ended*		*Nine Months Ended*
	*September 30, 2023*
Contractual interest expense		3,019		6,406
Amortization of issuance costs		507		1,070
Total		3,526		7,476

As of September 30, 2023, the interest expense incurred to date of $6,406 was paid in full, with $0 of accrued interest expense as of the quarter end. Of this amount, approximately $333 and $514 of interest expense was capitalized to construction in progress, as of the three and nine months ended September 30, 2023, respectively, 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. As of September 30, 2023, $136 of the $514 was reclassified from construction in progress to assets placed in service.

Note 3 - Property, Plant and Equipment, Net

9 Months Ended

Sep. 30, 2023

Notes to Financial Statements

Property, Plant and Equipment Disclosure [Text Block]

Note 3 – Property, Plant and Equipment, net:

	*September 30,*			*December 31,*
	*2023*			*2022*
Refrigeration Equipment	$	155,402		$	137,875
Machinery and Equipment		224,726			199,504
Building, Land, and Improvements		534,822			458,800
Furniture and Office Equipment		14,741			14,040
Leasehold Improvements		1,319			1,319
Construction in Progress		150,696			134,338
Finance Lease		29,187			-
		1,110,893			945,877
Less: Accumulated Depreciation and Amortization		(186,173	)		(145,291	)
Property, Plant and Equipment, net	$	924,720		$	800,586

Depreciation and amortization 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.

Depreciation expense related to property, plant and equipment for the three and nine months ended September 30, 2022 totaled $8,485 and $24,264, respectively, of which $5,159 and $14,208, respectively, was recorded to cost of goods sold with the remainder of depreciation expense recorded to selling, general and administrative expense.

Note 6 - Convertible Senior Notes - Schedule of Long-term Debt (Details) (Parentheticals)	Sep. 30, 2023	Mar. 31, 2023
March 2023 Note [Member] \| Convertible Senior Notes [Member]
Interest rate	3.00%	3.00%

Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$ (48,904)	$ (56,577)
Adjustments to reconcile net loss to net cash flows provided by (used in) operating activities:
Provision for loss (gains) on accounts receivable	9	(23)
Loss on disposal of equipment	688	203
Share-based compensation	24,952	20,409
Inventory obsolescence	0	3,455
Depreciation and amortization	45,436	24,422
Write-off and amortization of deferred financing costs and loan discount	3,548	596
Change in operating lease right of use asset	1,175	1,021
Loss on equity method investment	1,890	2,969
Changes in operating assets and liabilities:
Accounts receivable	3,148	(22,403)
Inventories	(773)	(32,215)
Prepaid expenses and other current assets	(696)	1,074
Other assets	(3,495)	(1,639)
Accounts payable	2,300	1,430
Accrued expenses	11,109	4,626
Operating lease liability	(1,419)	(1,028)
Net cash flows provided by (used in) operating activities	38,968	(53,680)
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of short-term investments	(113,441)	(19,840)
Proceeds from maturities of short-term investments	113,441	0
Investments in equity method investment	0	(3,293)
Acquisitions of property, plant and equipment, software and deposits on equipment	(161,642)	(167,437)
Net cash flows used in investing activities	(161,642)	(190,570)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from common shares issued in primary offering, net of issuance cost	0	337,508
Proceeds from exercise of options to purchase common stock	4,172	329
Tax withholdings related to net shares settlements of restricted stock units	(859)	(1,279)
Proceeds from borrowings under Credit Facility	0	78,000
Repayment of borrowings under Credit Facilities	0	(2,786)
Purchase of capped call option	(66,211)	0
Proceeds from issuance of convertible senior notes	393,518	0
Principal payments under finance lease obligations	(548)	0
Debt issuance costs	(2,026)	0
Net cash flows provided by financing activities	328,046	411,772
NET CHANGE IN CASH AND CASH EQUIVALENTS	205,372	167,522
CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR	132,735	72,788
CASH AND CASH EQUIVALENTS, END OF PERIOD	338,107	240,310
SUPPLEMENTAL CASH FLOW INFORMATION:
Interest paid	8,691	3,152
NON-CASH FINANCING AND INVESTING ACTIVITIES:
Property, plant and equipment purchases in accounts payable and accrued expenses	23,030	15,486
Non-cash addition of finance lease to property, plant and equipment	29,187	0
Issuance of partner warrants	$ 0	$ 9,775

Note 5 - Debt

9 Months Ended

Sep. 30, 2023

Notes to Financial Statements

Debt Disclosure [Text Block]

Note 5 – Debt:

On February 19, 2021, the Company entered into the Sixth Amended and Restated Loan and Security Agreement ("Credit Agreement"), which amended and restated in full the Company's Fifth Amended and Restated Loan and Security Agreement, dated as of April 17, 2020. The Credit Agreement 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"), which replaced the Company's prior $130,000 delayed draw term loan facility and $35,000 revolving loan facility. The Company incurred an additional $3,263 of fees associated with the debt modification, of which $2,797 of the fees were related to the Delayed Draw Term Loan ("DDTL") (as defined below) with the remaining balance relating to the Revolving Loan Facility (as defined below). The Company’s policy is to record the debt issuance cost related to the Delayed Draw Term Loan, net of debt, for the portion of the Delayed Draw Term Loan that is outstanding, with the remaining amount recorded within assets.

The Credit Facility had an original maturity date of February 19, 2026 and borrowings thereunder bore interest at variable rates depending on the Company's election, either at a base rate or at the adjusted term SOFR (which rate was to be calculated based upon a one-month tenor in effect on such date and was to be determined on a daily basis), in each case, plus an applicable margin. Subject to the Company's leverage ratio, the applicable margin varies between 0.75% and 2.25% for base rate loans and 1.75% and 3.25% for SOFR loans. The Company had the option to borrow term loans under the Delayed Draw Facility ("Delayed Draw Term Loans") until August 19, 2023, subject to certain conditions.

Borrowings under the Credit Facility were secured by substantially all of the Company's and certain of its subsidiaries' assets. The Credit Agreement required compliance with various covenants customary for agreements of this type, including financial covenants and negative covenants that limit, among other things, the Company's ability to incur additional debt, create or incur liens, engage in mergers or consolidations, sell, transfer or otherwise dispose of assets, make voluntary prepayments to subordinated debt, permit a change of control, pay dividends or distributions, make investments, and enter into certain transaction with affiliates. The Credit Agreement also included events of default customary for agreements of this type. The Credit Facility included a quarterly commitment fee on any unused amounts at a per annum rate between 0.30% to 0.50% depending on the aggregate principal outstanding.

On April 29, 2022, the Company entered into the First Amendment to the Credit Agreement, which amendment, among other things, (i) made amendments to allow for the Company's projected capital expenditures without either triggering mandatory prepayment obligations or violating the covenant and (ii) replaced the LIBOR interest rate for U.S. dollar loans with a term Secured Overnight Financing Rate ("Term SOFR").

On March 13, 2023, the Company notified City National Bank, of Freshpet's intent to terminate the Credit Agreement, with such termination to become effective as of March 15, 2023 (the "Termination Date"), in connection with the offering of the Convertible Notes (as defined below).

As of March 13, 2023, the Termination Date and December 31, 2022, the Company had no borrowings outstanding under the Credit Facility. There was $0 and $922 of accrued interest on the credit facilities as of September 30, 2023 and December 31, 2022, respectively. Interest expense and fees totaled $0 and $2,785 for the three and nine months ended September 30, 2023, respectively. Interest expense and fees totaled $1,817 and $4,060 for the three and nine months ended September 30, 2022, respectively. Interest expense for the nine months ended September 30, 2023, included debt issuance costs written off in conjunction with the termination of the Credit Facility of $2,478 in March 2023.

- Definition

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

+ References

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+ Details

Note 7 - Purchase of Capped Call Option

9 Months Ended

Sep. 30, 2023

Notes to Financial Statements

Derivatives and Fair Value [Text Block]

Note 7 – Purchase of Capped Call Option:

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, 2023, the instrument continued to qualify for equity classification.

Condensed Consolidated Balance Sheets (Current Period Unaudited) (Parentheticals) - $ / shares shares in Thousands	Sep. 30, 2023	Dec. 31, 2022
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)	48,240	48,051
Common stock, outstanding (in shares)	48,226	48,037
Treasury stock shares (in shares)	14	14

Note 1 - Nature of the Business and Summary of Significant Accounting Policies (Details Textual) - USD ($) $ in Thousands		9 Months Ended		12 Months Ended
	Mar. 10, 2022	Sep. 30, 2023	Sep. 30, 2022	Dec. 31, 2022	Mar. 31, 2023
Payments to Acquire Equity Method Investments		$ (0)	$ 3,293
Equity Method Investments		0		$ 25,418
Cash and Cash Equivalents, at Carrying Value		338,107		132,735
Short-Term Investments		115,000
Investment Income, Amortization of Discount		1,559
Implementation Costs		10,192		$ 9,444
US Treasury Securities [Member]
Cash and Cash Equivalents, at Carrying Value		149,393
Servicing Asset at Amortized Cost		$ 759
March 2023 Note [Member] \| Convertible Senior Notes [Member]
Debt Instrument, Face Amount					$ 402,500
Debt Instrument, Interest Rate, Stated Percentage		3.00%			3.00%
Privately Held Company, Not Primary Beneficiary [Member]
Payments to Acquire Equity Method Investments	$ 3,300
Equity Method Investment, Ownership Percentage	19.00%
Equity Method Investments	$ 31,200

Note 3 - Property, Plant and Equipment, Net (Details Textual) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Depreciation, Depletion and Amortization	$ 16,399	$ 8,485	$ 45,139	$ 24,264
Cost of Sales [Member]
Depreciation, Depletion and Amortization	$ 12,495	$ 5,159	$ 33,834	$ 14,208

Note 1 - Nature of the Business and Summary of Significant Accounting Policies

9 Months Ended

Sep. 30, 2023

Notes to Financial Statements

Organization, Consolidation, Basis of Presentation, Business Description and Accounting Policies [Text Block]

Note 1 – Nature of the Business and 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 (including online), Mass and Club, Pet Specialty, and Natural retail.

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, 2023, the results of its operations and changes to stockholders’ equity for the three and nine months ended September 30, 2023 and 2022, and its cash flows for the nine months ended September 30, 2023 and 2022. The results for the three and nine months ended September 30, 2023, are not necessarily indicative of results to be expected for the year ending December 31, 2023, 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, 2022.

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 our 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.

On March 10, 2022, the Company invested $3,300 to maintain our 19% interest in a privately held company that operates in our industry, with our investments to date totaling $31,200. The Company concluded that it is not the primary beneficiary, which is primarily the result of the Company's conclusion that it does not have the power to direct activities that most significantly impact economic performance. Thus, in 2022, the Company accounted for the investment under the equity method of accounting based on our ability to exercise significant influence, based on our representation on and the makeup of the investee's Board of Directors, even though the Company's percentage of ownership is below 20%. The basis difference between the Company's carrying value of its investment and the amount of underlying equity in net assets of the privately held company is not material to the Company's consolidated financial statements.

On March 30, 2023, the Company no longer had representation on the investee's Board of Directors, and therefore determined that significant influence had been lost as of that date. As such, as of March 30, 2023, the Company stopped accounting for the investment as an equity method investment and began to account for the investment under ASC Topic 321 ("ASC 321"), Investments - Equity Securities. Because the investee is a privately held company, there is not a means to obtain a readily determinable fair value of the entity. The Company follows ASC Topic 321 using the measurement alternative to measure investments in investees that do not have readily determinable fair value and over which the Company does not have significant influence. Under ASC 321, the initial carrying value of the investment is equal to the previous carrying amount of the investment under the equity method. As the Company has historically recorded their proportionate share of income or loss from the investee on a one-quarter lag, the final adjustment to the carrying value of the investment was recorded in June 2023. 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. There were no observable price changes, impairment or other matters that would require adjustment to the investment during the quarter ended September 30, 2023.

March 2023 Issuance of $402.5 million of 3.00% Convertible Senior Notes (the "Convertible Senior 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 Senior 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 Senior Notes.

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.

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

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

	•	Level 1 - Unadjusted quoted prices in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date. Level 1 primarily consists of financial instruments whose value is based on quoted market prices such as exchange-traded instruments and listed equities.
	•	Level 2 - Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly (e.g., quoted prices of similar assets or liabilities in active markets, or quoted prices for identical or similar assets or liabilities in markets that are not active). Level 2 includes financial instruments that are valued using models or other valuation methodologies.
	•	Level 3 - Unobservable inputs for the asset or liability. Financial instruments are considered Level 3 when their fair values are determined using pricing models, discounted cash flows or similar techniques and at least one significant model assumption or input is unobservable.

Our financial assets and liabilities include cash and cash equivalents, receivables, accounts payable and accrued liabilities, the fair values of which approximate their carrying values due to the short-term nature of these instruments. The Company holds certain financial assets within cash and cash equivalents in the form of held-to-maturity treasury bills as we have the ability and intent to hold them to maturity, as such, they are not fair valued each reporting period but instead measured at amortized cost. The fair value of these assets is based on quoted market prices for the same or similar securities within less active markets, which the Company determined to be Level 2 inputs. As of September 30, 2023, 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 the equity method investment/investment in equity securities, 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 in accordance with ASC 360-10, Accounting for the Impairment or Disposal of Long-Lived Assets.

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

As of September 30, 2023, the Company maintained Level 1 and Level 2 assets and liabilities.

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, 2023, the Company had $149,393 of treasury bills within cash equivalents, which included $759 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, 2023, all of the Company's treasury bills within short-term investments matured at $115,000, which includes $1,559 of interest income.

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, 2023 and December 31, 2022, 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 $10,192 and $9,444, respectively. The cost will be recognized over the term of the agreement, which began in the first quarter of 2022.

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

	*Three Months Ended*				*Nine Months Ended*
	*September 30,*				*September 30,*
	*2023*		*2022*		*2023*		*2022*
Grocery, Mass and Club	$	179,121	$	132,757	$	490,262	$	375,847
Pet Specialty and Natural		21,500		18,576		61,212		53,664
Net Sales (a)	$	200,621	$	151,333	$	551,474	$	429,511

^(a) Online sales associated with each class of retailer are included within their respective total.

Recently Adopted Accounting Standards

The Company did not adopt any new Accounting Standard Updates during the quarter ended September 30, 2023.

Note 10 - Equity Incentive Plans

9 Months Ended

Sep. 30, 2023

Notes to Financial Statements

Share-Based Payment Arrangement [Text Block]

Note 10 – Equity Incentive Plans:

Total compensation cost for share-based payments recognized for the three and nine months ended September 30, 2023 was $7,132 and $21,118, respectively and for the three and nine months ended September 30, 2022 was $6,671 and $19,260, respectively. During the nine months ended September 30, 2023, 203 thousand stock options were exercised. During the nine months ended September 30, 2023, 154 thousand service period restricted stock units were granted at a weighted average grant-date fair market value of $60.39. During the nine months ended September 30, 2023, 12 thousand time-options were granted at a fair value of $27.06. During the nine months ended September 30, 2023, 58 thousand restricted stock units vested.

Note 1 - Nature of the Business and Summary of Significant Accounting Policies - Net Sales by Class of Retailer (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Net Sales	$ 200,621	$ 151,333	$ 551,474	$ 429,511
Grocery (including Online), Mass and Club [Member]
Net Sales	179,121	132,757	490,262	375,847
Pet Specialty and Natural [Member]
Net Sales	$ 21,500	$ 18,576	$ 61,212	$ 53,664

- 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 924
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SAB Topic 11.L)
-Publisher FASB
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Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 5
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-5

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

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 42
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-42

Reference 5: 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 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
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-Paragraph 32
-Subparagraph (b)
-Publisher FASB
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Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 40
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-URI https://asc.fasb.org//1943274/2147482810/280-10-50-40

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
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-Name Accounting Standards Codification
-Section 50
-Paragraph 22
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-URI https://asc.fasb.org//1943274/2147482810/280-10-50-22

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 32
-Subparagraph (a)
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-URI https://asc.fasb.org//1943274/2147482810/280-10-50-32

Reference 10: 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 11: 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

Note 3 - Property, Plant and Equipment, Net - Summary of Property, Plant and Equipment (Details) - USD ($) $ in Thousands	Sep. 30, 2023	Dec. 31, 2022
Finance Lease	$ 29,187	$ 0
Property, Plant, and Equipment and Finance Lease Right-of-Use Asset, before Accumulated Depreciation and Amortization	1,110,893	945,877
Less: Accumulated Depreciation and Amortization	(186,173)	(145,291)
Property, Plant and Equipment, net	924,720	800,586
Refrigeration Equipment [Member]
Property, plant and equipment, gross	155,402	137,875
Machinery and Equipment [Member]
Property, plant and equipment, gross	224,726	199,504
Land, Buildings and Improvements [Member]
Property, plant and equipment, gross	534,822	458,800
Furniture and Office Equipment [Member]
Property, plant and equipment, gross	14,741	14,040
Leasehold Improvements [Member]
Property, plant and equipment, gross	1,319	1,319
Construction in Progress [Member]
Property, plant and equipment, gross	$ 150,696	$ 134,338

Document And Entity Information - shares	9 Months Ended
Document And Entity Information - shares	Sep. 30, 2023	Nov. 02, 2023
Document Information [Line Items]
Entity Central Index Key	0001611647
Entity Registrant Name	Freshpet INC
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Document Fiscal Period Focus	Q3
Document Fiscal Year Focus	2023
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Sep. 30, 2023
Document Transition Report	false
Entity File Number	001-36729
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	20-1884894
Entity Address, Address Line One	400 Plaza Drive, 1st Floor
Entity Address, City or Town	Secaucus
Entity Address, State or Province	NJ
Entity Address, Postal Zip Code	07094
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		48,241,898

Note 1 - Nature of the Business and Summary of Significant Accounting Policies (Tables)

9 Months Ended

Sep. 30, 2023

Notes Tables

Disaggregation of Revenue [Table Text Block]

	*Three Months Ended*				*Nine Months Ended*
	*September 30,*				*September 30,*
	*2023*		*2022*		*2023*		*2022*
Grocery, Mass and Club	$	179,121	$	132,757	$	490,262	$	375,847
Pet Specialty and Natural		21,500		18,576		61,212		53,664
Net Sales (a)	$	200,621	$	151,333	$	551,474	$	429,511

Note 6 - Convertible Senior Notes - Schedule of Long-term Debt (Details) - USD ($)
$ in Thousands

3 Months Ended

9 Months Ended

Sep. 30, 2023

Sep. 30, 2022

Sep. 30, 2023

Sep. 30, 2022

Total

$ 0

$ 1,817

$ 2,785

$ 4,060

March 2023 Note [Member] | Convertible Senior Notes [Member]

Carrying value

^[1]

392,562

Fair value

473,139

Contractual interest expense

3,019

6,406

Amortization of issuance costs

507

1,070

Total

$ 3,526

$ 7,476

[1]	The carrying amounts presented are net of unamortized debt issuance costs of $9,938 as of September 30, 2023.

Note 11 - Earnings Per Share Attributable to Common Stockholders

9 Months Ended

Sep. 30, 2023

Notes to Financial Statements

Earnings Per Share [Text Block]

Note 11 – Earnings Per Share Attributable to Common Stockholders:

Basic net earnings (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 earnings (loss) per share of common stock is computed by giving effect to all potentially dilutive securities. For purpose of determining diluted earnings per common share, the treasury stock method is used for stock options, warrants, and RSUs, and the if-converted method is used for convertible instruments such as convertible debt as prescribed in FASB ASC Topic 260. In conjunction with the issuance of the $402.5 million Convertible Notes in March 2023, the Company used $66.2 million of the proceeds to purchase capped call instruments. In accordance with FASB ASC 260, antidilutive contracts, such as purchased put options and purchased call options are excluded from the computation of diluted net loss per share. Accordingly, any potential impact resulting from capped call transaction is excluded from our computation of diluted net loss per share. 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 for the three and nine months ended September 30, 2023 and 2022.

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

	*Three Months Ended*				*Nine Months Ended*
	*September 30,*				*September 30,*
	*2023*		*2022*		*2023*		*2022*
Service Period Stock Options		1,150		1,269		1,211		1,259
Restricted Stock Units		505		149		391		147
Performance Stock Options		1,050		944		1,050		944
Convertible Notes		5,776		—		5,776		—
Total		8,481		2,362		8,428		2,350

Note 13 - Commitments and Contingencies

9 Months Ended

Sep. 30, 2023

Notes to Financial Statements

Commitments and Contingencies Disclosure [Text Block]

Note 13 – 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 expected to be the end of 2024. As of September 30, 2023, the future commitments related to this arrangement are not determinable as they are variable in nature. Our current headquarters lease in Secaucus, NJ expires in June 2024.

Contingencies - We are currently involved in various claims and legal actions that arise in the ordinary course of our business, including claims resulting from employment related matters. 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.

As of October 31, 2023, the court ordered discovery period has ended and the parties continue to depose witnesses.

Based on information currently available and advice of counsel, we do not believe that the outcome of any 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.

Note 2 - Inventories, Net - Summary of Inventories (Details) - USD ($) $ in Thousands	Sep. 30, 2023	Dec. 31, 2022
Raw Materials and Work in Process	$ 18,428	$ 20,608
Packaging Components Material	5,898	6,186
Finished Goods	34,737	31,639
Inventory, Gross	59,063	58,433
Reserve for Obsolete Inventory	0	(143)
Inventories, net	$ 59,063	$ 58,290

Note 3 - Property, Plant and Equipment, Net (Tables)

9 Months Ended

Sep. 30, 2023

Notes Tables

Property, Plant and Equipment [Table Text Block]

	*September 30,*			*December 31,*
	*2023*			*2022*
Refrigeration Equipment	$	155,402		$	137,875
Machinery and Equipment		224,726			199,504
Building, Land, and Improvements		534,822			458,800
Furniture and Office Equipment		14,741			14,040
Leasehold Improvements		1,319			1,319
Construction in Progress		150,696			134,338
Finance Lease		29,187			-
		1,110,893			945,877
Less: Accumulated Depreciation and Amortization		(186,173	)		(145,291	)
Property, Plant and Equipment, net	$	924,720		$	800,586

Note 4 - Accrued Expenses (Tables)

9 Months Ended

Sep. 30, 2023

Notes Tables

Schedule of Accrued Liabilities [Table Text Block]

	*September 30,*		*December 31,*
	*2023*		*2022*
Accrued Compensation and Employee Related Costs	$	12,945	$	8,559
Accrued Construction Costs		—		4,235
Accrued Chiller Cost		2,623		4,106
Accrued Customer Consideration		1,018		656
Accrued Freight		5,905		2,705
Accrued Production Expenses		7,685		3,755
Accrued Corporate and Marketing Expenses		6,900		3,794
Accrued Interest		—		922
Other Accrued Expenses		2,301		4,284
Accrued Expenses	$	39,377	$	33,016

Note 9 - Warrants

9 Months Ended

Sep. 30, 2023

Notes to Financial Statements

Warrant Disclosure [Text Block]

Note 9 – Warrants:

In connection with an agreement we entered into with operators of Freshpet Kitchens South during the third quarter of 2022 in exchange for services, we issued our partner warrants to purchase up to an aggregate of 194,000 shares of voting common stock of the Company at a purchase price of $0.01 per share. The Company determined these warrants are accounted for under FASB ASC 718 Stock Compensation. The warrants were recorded as a prepaid expense as the warrants were exercisable at the grant date. The prepaid expense will be amortized within Cost of Goods Sold as services are provided by the supplier. As of September 30, 2023, there were $3,354 of warrants in prepaid expense and $0 of warrants in other assets. As of December 31, 2022, there were $5,750 of warrants in prepaid expense and $1,438 of warrants in other assets.

During 2022, 194,000 warrants were both issued and exercised, respectively. The grant date fair value of warrants granted during 2022 was $50.32 per share.

Total amortization associated with partner warrants for the three and nine months ended September 30, 2023 was $958 and $3,834, respectively.

Note 2 - Inventories, Net

9 Months Ended

Sep. 30, 2023

Notes to Financial Statements

Inventory Disclosure [Text Block]

Note 2 – Inventories, net:

	*September 30,*		*December 31,*
	*2023*		*2022*
Raw Materials and Work in Process	$	18,428	$	20,608
Packaging Components Material		5,898		6,186
Finished Goods		34,737		31,639
		59,063		58,433
Reserve for Obsolete Inventory		-		(143	)
Inventories, net	$	59,063	$	58,290

Note 13 - Commitments and Contingencies (Details Textual) - USD ($) $ in Thousands	Apr. 08, 2022	Sep. 30, 2023	Dec. 31, 2022
Other Assets, Noncurrent		$ 27,449	$ 28,426
Phillips Feed Service, Inc., d/b/a Phillips Feed And Pet Supply Complaint [Member]
Loss Contingency, Damages Sought, Value	$ 8,300
Other Assets, Noncurrent			$ 8,971

Note 8 - Leases - Maturities of Lease Liabilities (Details)
$ in Thousands

Sep. 30, 2023

USD ($)

2023, operating

$ 453

^[1]

2023, finance

1,172

^[1]

1,511

4,336

1,210

4,336

1,239

4,336

2027 and beyond, operating

337

2027 and beyond, finance

28,181

Total lease payments, operating

4,750

Total lease payments, finance

42,361

Less: Imputed interest, operating

(459)

Less: Imputed interest, finance

(13,722)

Present value of lease liabilities, operating

4,291

Present value of lease liabilities, finance

$ 28,639

[1]	Excluding the nine months ended September 30, 2023.

Note 7 - Purchase of Capped Call Option (Details Textual) - USD ($) $ / shares in Units, $ in Thousands		3 Months Ended	9 Months Ended
	Mar. 15, 2023	Mar. 31, 2023	Sep. 30, 2023	Sep. 30, 2022	Dec. 31, 2022
Payments to Acquire Capped Call Options			$ 66,211	$ (0)
Interest Payable, Current			0		$ 922
Capped Call Transactions [Member]
Capped Call Transactions, Cap Price (in dollars per share)	$ 120.23
Share Price (in dollars per share)	$ 54.65
March 2023 Note [Member] \| Convertible Senior Notes [Member] \| Capped Call Transactions [Member]
Payments to Acquire Capped Call Options		$ 66,211
Credit Facility [Member]
Interest Payable, Current			$ 0		$ 922

Note 11 - Earnings Per Share Attributable to Common Stockholders (Details Textual) - USD ($) $ in Thousands	3 Months Ended	9 Months Ended
	Mar. 31, 2023	Sep. 30, 2023	Sep. 30, 2022
Payments to Acquire Capped Call Options		$ 66,211	$ (0)
March 2023 Note [Member] \| Convertible Senior Notes [Member]
Debt Instrument, Face Amount	$ 402,500
March 2023 Note [Member] \| Convertible Senior Notes [Member] \| Capped Call Transactions [Member]
Payments to Acquire Capped Call Options	$ 66,211

Note 11 - Earnings Per Share Attributable to Common Stockholders - Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share (Details) - shares shares in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Antidilutive Securities (in shares)	8,481	2,362	8,428	2,350
Service Period Stock Options [Member]
Antidilutive Securities (in shares)	1,150	1,269	1,211	1,259
Restricted Stock Units (RSUs) [Member]
Antidilutive Securities (in shares)	505	149	391	147
Performance Stock Options [Member]
Antidilutive Securities (in shares)	1,050	944	1,050	944
Convertible Senior Notes [Member]
Antidilutive Securities (in shares)	5,776	0	5,776	0

Condensed Consolidated Balance Sheets (Current Period Unaudited) - USD ($) $ in Thousands	Sep. 30, 2023	Dec. 31, 2022
CURRENT ASSETS:
Cash and cash equivalents	$ 338,107	$ 132,735
Accounts receivable, net of allowance for doubtful accounts	54,415	57,572
Inventories, net	59,063	58,290
Prepaid expenses	8,813	9,778
Other current assets	1,992	3,590
Total Current Assets	462,390	261,965
Property, plant and equipment, net	924,720	800,586
Deposits on equipment	2,256	3,823
Operating leases	3,990	5,165
Equity method investment	0	25,418
Long term investment in equity securities	23,528	0
Other assets	27,449	28,426
Total Assets	1,444,333	1,125,383
CURRENT LIABILITIES:
Accounts payable	40,908	55,088
Accrued expenses	39,377	33,016
Operating lease liabilities	1,445	1,510
Finance lease liabilities	2,043	0
Total Current Liabilities	83,773	89,614
Convertible senior notes	392,562	0
Long term operating lease liabilities	2,846	4,200
Long term finance lease liabilities	26,596	0
Total Liabilities	505,777	93,814
Commitments and contingencies
STOCKHOLDERS' EQUITY:
Common stock — voting, $0.001 par value, 200,000 shares authorized, 48,240 issued and 48,226 outstanding on September 30, 2023, and 48,051 issued and 48,037 outstanding on December 31, 2022	48	48
Additional paid-in capital	1,283,744	1,325,524
Accumulated deficit	(344,021)	(295,117)
Accumulated other comprehensive (loss) income	(959)	1,370
Treasury stock, at cost — 14 shares on September 30, 2023 and on December 31, 2022	(256)	(256)
Total Stockholders' Equity	938,556	1,031,569
Total Liabilities and Stockholders' Equity	$ 1,444,333	$ 1,125,383

Note 8 - Leases - Lease Cost (Details) - USD ($)
$ in Thousands

3 Months Ended

9 Months Ended

Sep. 30, 2023

Sep. 30, 2022

Sep. 30, 2023

Sep. 30, 2022

Weighted-average remaining lease term (Year)

3 years 1 month 20 days

Weighted-average remaining lease term. finance lease (Year)

9 years 9 months

Weighted-average discount rate

6.17%

Weighted-average discount rate. finance lease

8.60%

Lease cost

$ 438

$ 1,314

Amortization of right of use asset

730

Interest on lease liabilities

624

Variable lease cost (a)

^[1]

$ 2,894

$ 0

$ 2,894

$ 0

[1]	Variable lease cost primarily consists of the procurement and manufacturing costs capitalized to inventory. During the period, $2,894 of variable lease cost were capitalized to inventory and will be captured as part of cost of goods sold as the inventory turns.

Insider Trading Arrangements	3 Months Ended	9 Months Ended
Insider Trading Arrangements	Sep. 30, 2023	Sep. 30, 2023
Insider Trading Arr Line Items
Material Terms of Trading Arrangement [Text Block]		Item 5. Other Information During the fiscal quarter ended September 30, 2023, none of our directors or officers informed us of the adoption or termination of a "Rule 10b5-1 trading arrangement" or "non-Rule 10b5-1 trading arrangement," as those terms are defined in Regulation S-K, Item 408.
Rule 10b5-1 Arrangement Adopted [Flag]	false
Non-Rule 10b5-1 Arrangement Adopted [Flag]	false
Rule 10b5-1 Arrangement Terminated [Flag]	false
Non-Rule 10b5-1 Arrangement Terminated [Flag]	false

Condensed Consolidated Statements of Changes in Stockholders' Equity (Unaudited) - USD ($) shares in Thousands, $ in Thousands	Common Stock [Member]	Additional Paid-in Capital [Member]	Retained Earnings [Member]	AOCI Attributable to Parent [Member]	Treasury Stock, Common [Member]	Total
Balances (in shares) at Dec. 31, 2021	43,449				14
Balances at Dec. 31, 2021	$ 43	$ 955,710	$ (235,623)	$ (120)	$ (256)	$ 719,754
Exercise of options to purchase common stock (in shares)	34
Exercise of options to purchase common stock	$ 0	329	0	0	$ 0	329
Vesting of restricted stock units (in shares)	35				0
Vesting of restricted stock units	$ 1	(1,279)	0	0	$ 0	(1,278)
Share-based compensation expense	0	19,260	0	0	0	19,260
Foreign currency translation	0	0	0	895	0	895
Net loss	0	0	(56,577)	0	0	(56,577)
Issuance of partner warrants	$ 0	9,775	0	0	$ 0	9,775
Shares issued in primary offering, net of issuance costs (in shares)	4,320				0
Shares issued in primary offering, net of issuance costs	$ 4	337,504	0	0	$ 0	337,508
Unrealized gain on available for sale investments	$ 0	0	0	271	$ 0	271
Balances (in shares) at Sep. 30, 2022	47,838				14
Balances at Sep. 30, 2022	$ 48	1,321,299	(292,200)	1,046	$ (256)	1,029,937
Balances (in shares) at Jun. 30, 2022	47,834				14
Balances at Jun. 30, 2022	$ 48	1,305,260	(273,751)	1,367	$ (256)	1,032,668
Exercise of options to purchase common stock (in shares)	2
Exercise of options to purchase common stock	$ 0	0	0	0	$ 0	0
Vesting of restricted stock units (in shares)	2				0
Vesting of restricted stock units	$ 0	(66)	0	0	$ 0	(66)
Share-based compensation expense	0	6,671	0	0	0	6,671
Foreign currency translation	0	0	0	(592)	0	(592)
Net loss	0	0	(18,449)	0	0	(18,449)
Issuance of partner warrants	$ 0	9,775	0	0	$ 0	9,775
Shares issued in primary offering, net of issuance costs (in shares)	0				0
Shares issued in primary offering, net of issuance costs	$ 0	(341)	0	0	$ 0	(341)
Unrealized gain on available for sale investments	$ 0	0	0	271	$ 0	271
Balances (in shares) at Sep. 30, 2022	47,838				14
Balances at Sep. 30, 2022	$ 48	1,321,299	(292,200)	1,046	$ (256)	1,029,937
Balances (in shares) at Dec. 31, 2022	48,051				14
Balances at Dec. 31, 2022	$ 48	1,325,524	(295,117)	1,370	$ (256)	$ 1,031,569
Exercise of options to purchase common stock (in shares)	131					203
Exercise of options to purchase common stock	$ 0	4,172	0	0	$ 0	$ 4,172
Vesting of restricted stock units (in shares)	58				0
Vesting of restricted stock units	$ 0	(859)	0	0	$ 0	(859)
Share-based compensation expense	0	21,118	0	0	0	21,118
Foreign currency translation	0	0	0	(2,329)	0	(2,329)
Net loss	0	0	(48,904)	0	0	(48,904)
Unrealized gain on available for sale investments						0
Purchase of capped call option	$ 0	(66,211)	0	0	$ 0	(66,211)
Balances (in shares) at Sep. 30, 2023	48,240				14
Balances at Sep. 30, 2023	$ 48	1,283,744	(344,021)	(959)	$ (256)	938,556
Balances (in shares) at Jun. 30, 2023	48,185				14
Balances at Jun. 30, 2023	$ 48	1,275,510	(336,855)	(663)	$ (256)	937,784
Exercise of options to purchase common stock (in shares)	40
Exercise of options to purchase common stock	$ 0	1,111	0	0	$ 0	1,111
Vesting of restricted stock units (in shares)	15				0
Vesting of restricted stock units	$ 0	(9)	0	0	$ 0	(9)
Share-based compensation expense	0	7,132	0	0	0	7,132
Foreign currency translation	0	0	0	(296)	0	(296)
Net loss	$ 0	0	(7,166)	0	$ 0	(7,166)
Unrealized gain on available for sale investments						0
Balances (in shares) at Sep. 30, 2023	48,240				14
Balances at Sep. 30, 2023	$ 48	$ 1,283,744	$ (344,021)	$ (959)	$ (256)	$ 938,556

Note 14 - Subsequent Events

9 Months Ended

Sep. 30, 2023

Notes to Financial Statements

Subsequent Events [Text Block]

Note 14 – 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 have required adjustment or disclosure in the financial statements.

Note 12 - Concentrations (Details Textual) $ in Thousands	Sep. 30, 2023 USD ($)
Maximum [Member]
Cash, FDIC Insured Amount	$ 250

Significant Accounting Policies (Policies)

9 Months Ended

Sep. 30, 2023

Accounting Policies [Abstract]

Nature of the Business [Policy Text Block]

Basis of Accounting, Policy [Policy Text Block]

Equity Method Investments [Policy Text Block]

Debt, Policy [Policy Text Block]

Use of Estimates, Policy [Policy Text Block]

Fair Value of Financial Instruments, Policy [Policy Text Block]

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.

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

As of September 30, 2023, the Company maintained Level 1 and Level 2 assets and liabilities.

Cash and Cash Equivalents, Policy [Policy Text Block]

Investment, Policy [Policy Text Block]

Receivable [Policy Text Block]

Implementation Costs of Cloud Computing Arrangement Policy [Policy Text Block]

Revenue from Contract with Customer [Policy Text Block]

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

	*Three Months Ended*				*Nine Months Ended*
	*September 30,*				*September 30,*
	*2023*		*2022*		*2023*		*2022*
Grocery, Mass and Club	$	179,121	$	132,757	$	490,262	$	375,847
Pet Specialty and Natural		21,500		18,576		61,212		53,664
Net Sales (a)	$	200,621	$	151,333	$	551,474	$	429,511

^(a) Online sales associated with each class of retailer are included within their respective total.

New Accounting Pronouncements, Policy [Policy Text Block]

Recently Adopted Accounting Standards

The Company did not adopt any new Accounting Standard Updates during the quarter ended September 30, 2023.

Note 11 - Earnings Per Share Attributable to Common Stockholders (Tables)

9 Months Ended

Sep. 30, 2023

Notes Tables

Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share [Table Text Block]

	*Three Months Ended*				*Nine Months Ended*
	*September 30,*				*September 30,*
	*2023*		*2022*		*2023*		*2022*
Service Period Stock Options		1,150		1,269		1,211		1,259
Restricted Stock Units		505		149		391		147
Performance Stock Options		1,050		944		1,050		944
Convertible Notes		5,776		—		5,776		—
Total		8,481		2,362		8,428		2,350

Note 12 - Concentrations

9 Months Ended

Sep. 30, 2023

Notes to Financial Statements

Concentration Risk Disclosure [Text Block]

Note 12 – 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.

Note 6 - Convertible Senior Notes (Tables)

9 Months Ended

Sep. 30, 2023

Notes Tables

Schedule of Long-Term Debt Instruments [Table Text Block]

	*As of September 30, 2023*
	*Carrying Value (1)*		*Fair Value*
3.00% Convertible Senior Notes Maturing April 1, 2028		392,562		473,139
Total		392,562		473,139

	*Three Months Ended*		*Nine Months Ended*
	*September 30, 2023*
Contractual interest expense		3,019		6,406
Amortization of issuance costs		507		1,070
Total		3,526		7,476

- 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

Note 8 - Leases - Supplemental Cash Flow Information (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Cash paid for amounts included in the measurement of operating lease liabilities	$ 453	$ 443	$ 1,349	$ 1,321
Cash paid for amounts included in the measurement of finance lease liabilities (i.e. interest)	624	0	624	0
Cash paid for amounts included in the measurement of finance lease liabilities (i.e. principal payment)	$ 548	$ 0	$ 548	$ (0)

Note 8 - Leases (Tables)

9 Months Ended

Sep. 30, 2023

Notes Tables

Lease, Cost [Table Text Block]

	Operating Leases			Finance Lease
Weighted-average remaining lease term		3.14			9.75
Weighted-average discount rate		6.17	%		8.6	%

		*Three Months Ended*				*Nine Months Ended*
		*September 30,*				*September 30,*
	*Statement of Operations and Comprehensive Loss Location*	*2023*		*2022*		*2023*		*2022*
Operating Lease:
Lease cost	Cost of goods sold and selling, general and administrative	$	438	$	438	$	1,314	$	1,314

Finance Lease:
Amortization of right of use asset	Cost of goods sold	$	730	$	-	$	730	$	-
Interest on lease liabilities	Interest Expense	$	624	$	-	$	624	$	-
Variable lease cost (a)	Cost of goods sold (a)	$	2,894	$	-	$	2,894	$	-

Lessee, Operating Lease and Finance Lease, Liability, to be Paid, Maturity [Table Text Block]

	As of September 30, 2023
	Operating Leases			Finance Lease
2023 (a)	$	453		$	1,172
2024		1,511			4,336
2025		1,210			4,336
2026		1,239			4,336
2027 and beyond		337			28,181
Total lease payments	$	4,750		$	42,361
Less: Imputed interest		(459	)		(13,722	)
Present value of lease liabilities	$	4,291		$	28,639

Schedule of Balance Sheet, Supplemental Disclosures [Table Text Block]

	Balance Sheet Location	As of September 30, 2023		As of December 31, 2022
Assets:
Operating leases	Operating lease right of use assets	$	3,990	$	5,165
Finance lease, net	Property, plant and equipment, net		28,457		-
Total lease assets		$	32,447	$	5,165


Liabilities:
Current:
Operating lease liabilities	Current operating lease liabilities	$	1,445	$	1,510
Finance lease liabilities	Current finance lease liabilities		2,043		-
Long-term:
Operating lease liabilities	Long term operating lease liabilities		2,846		4,200
Finance lease liabilities	Long term finance lease liabilities		26,596		-
Total lease liabilities		$	32,930	$	5,710

Schedule of Cash Flow, Supplemental Disclosures [Table Text Block]

	*Three Months Ended*				*Nine Months Ended*
	*September 30,*				*September 30,*
Operating cash flow information:	*2023*		*2022*		*2023*		*2022*
Cash paid for amounts included in the measurement of operating lease liabilities	$	453	$	443	$	1,349	$	1,321
Cash paid for amounts included in the measurement of finance lease liabilities (i.e. interest)	$	624	$	-	$	624	$	-
Finance cash flow information:
Cash paid for amounts included in the measurement of finance lease liabilities (i.e. principal payment)	$	548	$	-	$	548	$	-

Note 5 - Debt (Details Textual) - USD ($)		3 Months Ended			9 Months Ended
Note 5 - Debt (Details Textual) - USD ($)	Apr. 17, 2020	Sep. 30, 2023	Mar. 31, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022	Dec. 31, 2022	Feb. 19, 2021
Debt Issuance Costs, Net		$ 3,263			$ 3,263
Interest Payable, Current		0			0		$ 922,000
Interest Expense, Debt		0		$ 1,817,000	2,785,000	$ 4,060,000
Credit Facility [Member]
Debt Agreement, Maximum Borrowing Capacity								$ 350,000,000
Long-Term Debt, Total							0
Interest Payable, Current		0			$ 0		$ 922,000
Deferred Debt Issuance Cost, Writeoff			$ 2,478,000
Credit Facility [Member] \| Minimum [Member]
Line of Credit Facility, Unused Capacity, Commitment Fee Percentage					0.30%
Credit Facility [Member] \| Maximum [Member]
Line of Credit Facility, Unused Capacity, Commitment Fee Percentage					0.50%
Credit Facility [Member] \| Base Rate [Member] \| Minimum [Member]
Debt Instrument, Basis Spread on Variable Rate	0.75%
Credit Facility [Member] \| Base Rate [Member] \| Maximum [Member]
Debt Instrument, Basis Spread on Variable Rate	2.25%
Credit Facility [Member] \| Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate [Member] \| Minimum [Member]
Debt Instrument, Basis Spread on Variable Rate	1.75%
Credit Facility [Member] \| Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate [Member] \| Maximum [Member]
Debt Instrument, Basis Spread on Variable Rate	3.25%
Credit Facility [Member] \| Revolving Credit Facility [Member]
Line of Credit Facility, Maximum Borrowing Capacity	$ 35,000,000							50,000,000
Credit Facility [Member] \| Draw Term Loan [Member]
Long-Term Debt, Total	$ 130,000,000							$ 300,000,000
Draw Term Loan [Member] \| Credit Facility [Member]
Debt Issuance Costs, Net		$ 2,797			$ 2,797

Note 8 - Leases - Supplemental Balance Sheet Information (Details) - USD ($) $ in Thousands	Sep. 30, 2023	Dec. 31, 2022
Operating leases	$ 3,990	$ 5,165
Finance lease, net	28,457	0
Total lease assets	32,447	5,165
Operating lease liabilities	1,445	1,510
Finance lease liabilities	2,043	0
Operating lease liabilities	2,846	4,200
Finance lease liabilities	26,596	0
Total lease liabilities	$ 32,930	$ 5,710

Note 2 - Inventories, Net (Tables)

9 Months Ended

Sep. 30, 2023

Notes Tables

Schedule of Inventory, Current [Table Text Block]

	*September 30,*		*December 31,*
	*2023*		*2022*
Raw Materials and Work in Process	$	18,428	$	20,608
Packaging Components Material		5,898		6,186
Finished Goods		34,737		31,639
		59,063		58,433
Reserve for Obsolete Inventory		-		(143	)
Inventories, net	$	59,063	$	58,290

Note 9 - Warrants (Details Textual) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended		9 Months Ended	12 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Dec. 31, 2022
Class Of Warrant Or Right, Issued During Period (in shares)		194,000
Class of Warrant or Right, Exercise Price of Warrants or Rights (in dollars per share)	$ 0.01		$ 0.01
Class of Warrant or Right, Exercised During Period (in shares)				194,000
Class of Warrant or Right, Granted During the Period, Fair Value Per Share (in dollars per share)				$ 50.32
Amortization of Warrants	$ 958		$ 3,834
Current Prepaid Expenses [Member]
Warrants and Rights Outstanding	3,354		3,354	$ 5,750
Other Assets [Member]
Warrants and Rights Outstanding	$ 0		$ 0	$ 1,438

Condensed Consolidated Statements of Operations and Comprehensive Loss (Unaudited) - USD ($) shares in Thousands, $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
NET SALES	$ 200,621	$ 151,333	$ 551,474	$ 429,511
COST OF GOODS SOLD	134,328	106,788	375,177	289,187
GROSS PROFIT	66,293	44,545	176,297	140,324
SELLING, GENERAL, AND ADMINISTRATIVE EXPENSES	73,371	60,449	221,638	190,241
LOSS FROM OPERATIONS	(7,078)	(15,904)	(45,341)	(49,917)
OTHER EXPENSES:
Interest and Other Income, net	(4,130)	(256)	(9,185)	(492)
Interest Expense	(4,148)	(1,817)	(10,648)	(4,060)
Nonoperating Income (Expense)	(18)	(1,561)	(1,463)	(3,568)
LOSS BEFORE INCOME TAXES	7,096	17,465	46,804	53,485
INCOME TAX EXPENSE	70	41	210	123
LOSS ON EQUITY METHOD INVESTMENT	0	943	1,890	2,969
LOSS ATTRIBUTABLE TO COMMON STOCKHOLDERS	(7,166)	(18,449)	(48,904)	(56,577)
OTHER COMPREHENSIVE LOSS:
Foreign currency translation	(296)	(592)	(2,329)	895
Unrealized gain on available for sale investments	0	271	0	271
TOTAL OTHER COMPREHENSIVE (LOSS) INCOME	(296)	(321)	(2,329)	1,166
TOTAL COMPREHENSIVE LOSS	$ (7,462)	$ (18,770)	$ (51,233)	$ (55,411)
NET LOSS PER SHARE ATTRIBUTABLE TO COMMON STOCKHOLDERS
-BASIC (in dollars per share)	$ (0.15)	$ (0.39)	$ (1.02)	$ (1.24)
-DILUTED (in dollars per share)	$ (0.15)	$ (0.39)	$ (1.02)	$ (1.24)
WEIGHTED AVERAGE SHARES OF COMMON STOCK OUTSTANDING
-BASIC (in shares)	48,194	47,856	48,123	45,545
-DILUTED (in shares)	48,194	47,856	48,123	45,545

Note 8 - Leases (Details Textual) - USD ($)
$ in Thousands

3 Months Ended

9 Months Ended

Sep. 30, 2023

Sep. 30, 2022

Sep. 30, 2023

Sep. 30, 2022

Jul. 31, 2023

Lessee, Operating Lease, Renewal Term (Year)

4 years

Lessee, Finance Lease, Term of Contract (Year)

10 years

Finance Lease, Impairment Loss

$ 0

Variable Lease, Cost

^[1]

$ 2,894

$ 0

$ 2,894

$ 0

Minimum [Member]

Lessee, Operating Lease, Remaining Lease Term (Year)

2 years

Maximum [Member]

Lessee, Operating Lease, Remaining Lease Term (Year)

9 years

Lessee, Finance Lease, Renewal Term (Year)

10 years

[1]	Variable lease cost primarily consists of the procurement and manufacturing costs capitalized to inventory. During the period, $2,894 of variable lease cost were capitalized to inventory and will be captured as part of cost of goods sold as the inventory turns.

Note 8 - Leases

9 Months Ended

Sep. 30, 2023

Notes to Financial Statements

Lessee, Operating Leases [Text Block]

Note 8 – 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.

As of July 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.

For the finance lease, the right of use asset is subsequently amortized using the straight-line method from the lease commencement date to the earlier of the end of the useful life of the underlying asset or the end of the lease term. Amortization of the right of use asset is recognized and presented separately from interest expense on the lease liability.

The right of use asset for the finance lease is 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, 2023.

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.

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		3.14			9.75
Weighted-average discount rate		6.17	%		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, 2023 were as follows:

	As of September 30, 2023
	Operating Leases			Finance Lease
2023 (a)	$	453		$	1,172
2024		1,511			4,336
2025		1,210			4,336
2026		1,239			4,336
2027 and beyond		337			28,181
Total lease payments	$	4,750		$	42,361
Less: Imputed interest		(459	)		(13,722	)
Present value of lease liabilities	$	4,291		$	28,639

(a)

Excluding the nine months ended September 30, 2023.

A summary of lease costs for the three and nine months ended September 30, 2023 and 2022 was as follows:

		*Three Months Ended*				*Nine Months Ended*
		*September 30,*				*September 30,*
	*Statement of Operations and Comprehensive Loss Location*	*2023*		*2022*		*2023*		*2022*
Operating Lease:
Lease cost	Cost of goods sold and selling, general and administrative	$	438	$	438	$	1,314	$	1,314

Finance Lease:
Amortization of right of use asset	Cost of goods sold	$	730	$	-	$	730	$	-
Interest on lease liabilities	Interest Expense	$	624	$	-	$	624	$	-
Variable lease cost (a)	Cost of goods sold (a)	$	2,894	$	-	$	2,894	$	-

(a)

Variable lease cost primarily consists of the procurement and manufacturing costs capitalized to inventory. During the period, $2,894 of variable lease cost were capitalized to inventory and will be captured as part of cost of goods sold as the inventory turns.

Supplemental balance sheet information as of September 30, 2023 and December 31, 2022 related to leases are as follows:

	Balance Sheet Location	As of September 30, 2023		As of December 31, 2022
Assets:
Operating leases	Operating lease right of use assets	$	3,990	$	5,165
Finance lease, net	Property, plant and equipment, net		28,457		-
Total lease assets		$	32,447	$	5,165


Liabilities:
Current:
Operating lease liabilities	Current operating lease liabilities	$	1,445	$	1,510
Finance lease liabilities	Current finance lease liabilities		2,043		-
Long-term:
Operating lease liabilities	Long term operating lease liabilities		2,846		4,200
Finance lease liabilities	Long term finance lease liabilities		26,596		-
Total lease liabilities		$	32,930	$	5,710

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

	*Three Months Ended*				*Nine Months Ended*
	*September 30,*				*September 30,*
Operating cash flow information:	*2023*		*2022*		*2023*		*2022*
Cash paid for amounts included in the measurement of operating lease liabilities	$	453	$	443	$	1,349	$	1,321
Cash paid for amounts included in the measurement of finance lease liabilities (i.e. interest)	$	624	$	-	$	624	$	-
Finance cash flow information:
Cash paid for amounts included in the measurement of finance lease liabilities (i.e. principal payment)	$	548	$	-	$	548	$	-

Note 4 - Accrued Expenses - Summary of Accrued Expenses (Details) - USD ($) $ in Thousands	Sep. 30, 2023	Dec. 31, 2022
Accrued Compensation and Employee Related Costs	$ 12,945	$ 8,559
Accrued Construction Costs	0	4,235
Accrued Chiller Cost	2,623	4,106
Accrued Customer Consideration	1,018	656
Accrued Freight	5,905	2,705
Accrued Production Expenses	7,685	3,755
Accrued Corporate and Marketing Expenses	6,900	3,794
Accrued Interest	0	922
Other Accrued Expenses	2,301	4,284
Accrued Expenses	$ 39,377	$ 33,016