frpt20210915_8k.htm
false 0001611647 0001611647 2021-11-08 2021-11-08
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
 
 
FORM 8-K
 
 
CURRENT REPORT
 
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
 
Date of Report (Date of earliest event reported): November 8, 2021
 
 
FRESHPET, INC.
(Exact name of Registrant as Specified in Its Charter)
 
 
Delaware
001-36729
20-1884894
(State or Other Jurisdiction
of Incorporation)
(Commission File Number)
(IRS Employer
Identification No.)
     
400 Plaza Drive, 1st Floor
Secaucus, NJ
 
07094
(Address of Principal Executive Offices)
 
(Zip Code)
 
Registrant’s Telephone Number, Including Area Code: (201) 520-4000
 
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
 
 
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2. below):
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
Securities registered pursuant to Section 12(b) of the Act:
 
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Common Stock
FRPT
NASDAQ Global Market
 
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
 
Emerging growth company 
 
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
 
 

 
Item 2.02. Results of Operations and Financial Condition.
 
On November 8, 2021, Freshpet, Inc. (“Freshpet”) issued a press release disclosing its financial results for the quarter ended September 30, 2021. The full text of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
 
As previously announced, Freshpet will hold a conference call at 4:30 p.m., Eastern Time, on Monday, November 8, 2021 to discuss its financial results for the quarter ended September 30, 2021.
 
Freshpet references non-GAAP financial information in the press release and makes similar references in the transcript to the conference call. A reconciliation of these non-GAAP financial measures to the nearest comparable GAAP financial measures is contained in the attached Exhibit 99.1 press release.
 
Item 7.01. Regulation FD Disclosure.
 
On November 8, 2021, Freshpet published to the investor relations section of its website a presentation which will be used by Freshpet’s management team in meetings with analysts and stockholders. A copy of the presentation is attached hereto as Exhibit 99.2 and is incorporated herein by reference.
 
The information furnished with Item 2.02 and this Item 7.01, including Exhibits 99.1 and 99.2, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (“the Exchange Act”) or incorporated by reference into any other filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.
 
Freshpet uses the “Investors” section of its website (investors.freshpet.com) as a means of disclosing material non-public information and for complying with its disclosure obligations under Regulation FD.
 
Item 9.01. Financial Statements and Exhibits.
 
(d) Exhibits
 
Exhibit
Number
 
 
Description
 
 
 
99.1
 
99.2
 
104
 
Cover Page Interactive Data File (embedded within the Inline XBRL document).
 
 

 
SIGNATURE
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
 
 
 
 
 
 
 
 
 
 
 
FRESHPET, INC.
 
 
 
 
Date: November 8, 2021
 
 
 
By:
 
/s/ Heather Pomerantz
 
 
 
 
Name: Heather Pomerantz
 
 
 
 
Title: Chief Financial Officer
 
 

Exhibit 99.1

 

ex_195392img001.jpg

 

Freshpet, Inc. Reports Third Quarter 2021 Financial Results

Estimates Full Year Net Sales of ~$445 million

Supply Chain Headwinds and Accelerating Inflation Reduce Adjusted EBITDA Guidance

 

SECAUCUS, N.J. – November 8, 2021 – Freshpet, Inc. (“Freshpet” or the “Company”) (Nasdaq: FRPT) today reported financial results for its third quarter ended September 30, 2021.

 

Third Quarter 2021 Financial Highlights Compared to Prior Year Period

 

 

Net sales of $107.6 million, an increase of 27.8%

 

Net loss of $2.1 million, compared with prior year net income of $3.5 million

 

Adjusted EBITDA of $14.6 million, compared to prior year of $17.0 million 1

 

"Despite unprecedented supply chain challenges, Freshpet's long-term growth model remains intact," commented Billy Cyr, Freshpet's Chief Executive Officer. "Like everyone else, we are facing extraordinary labor and material shortages, and accelerating inflation that have modestly delayed the start-up of new capacity and increased our costs more rapidly than we anticipated -- causing short-term challenges that we are addressing. However, the long-term trends driving Freshpet's growth remain strong, and - thanks to our aggressive capacity expansion initiatives and the investments we made in maintenance, training and automation in Q3 -- we have never been better positioned to fulfill our mission of 'changing the way people nourish their pets forever' than we are today."

 

Third Quarter 2021

 

Net sales increased 27.8% to $107.6 million for the third quarter of 2021 compared to $84.2 million for the third quarter of 2020. Net sales for the third quarter of 2021 were driven by velocity, distribution gains, and innovation.

 

Gross profit was $41.5 million, or 38.6% as a percentage of net sales, for the third quarter of 2021, compared to $36.7 million, or 43.5% as a percentage of net sales, in the prior year period. For the third quarter of 2021, Adjusted Gross Profit was $47.4 million, or 44.0% as a percentage of net sales, compared to $41.5 million, or 49.3% as a percentage of net sales, in the prior year period. The decrease in gross profit as a percentage of net sales and Adjusted Gross Profit as a percentage of net sales was primarily due to increased cost at our Freshpet Kitchens as a result of our wage increase plan, investments as we grow into capacity, inflation of ingredient cost and higher costs at our Freshpet Kitchens South partner. Adjusted Gross Profit is a non-GAAP financial measure defined under “Non-GAAP Measures,” and is reconciled to gross profit in the financial tables that accompany this release.

 

Selling, general and administrative expenses (“SG&A”) were $42.4 million for the third quarter of 2021 compared to $32.9 million in the prior year period. As a percentage of net sales, SG&A increased to 39.4% for the third quarter of 2021 compared to 39.1% in the prior year period. Adjusted SG&A for the third quarter of 2021 was $32.8 million, or 30.4% as a percentage of net sales, compared to $24.5 million, or 29.1% as a percentage of net sales, in the prior year period. The increase in SG&A as a percentage of net sales and Adjusted SG&A as a percentage of net sales was a result of increased logistics costs, including freight costs, and higher employee-related costs, offset by general and administrative expense leverage due to higher net sales and decreased media as a percentage of net sales. Adjusted SG&A is a non-GAAP financial measure defined under “Non-GAAP Measures,” and is reconciled to SG&A in the financial tables that accompany this release.

 

Net loss was $2.1 million for the third quarter of 2021 compared to net income of $3.5 million for the prior year period. The decrease in net income was due to increased SG&A partially offset by higher net sales and increased gross profit. 

 

Adjusted EBITDA was $14.6 million, or 13.6% as a percentage of net sales, for the third quarter of 2021, compared to $17.0 million, or 20.2% as a percentage of net sales, in the prior year period. The decrease in Adjusted EBITDA was a result of increased Adjusted SG&A expense partially offset by higher net sales and Adjusted Gross Profit. Adjusted EBITDA is a non-GAAP financial measure defined under “Non-GAAP Measures,” and is reconciled to net loss in the financial tables that accompany this release.

 

 

1     Adjusted EBITDA, as well as certain other measures in this release, is a non-GAAP financial measure. See "Non-GAAP Measures" for how we define these measures and the financial tables that accompany this release for reconciliations of these measures to the closest comparable GAAP measures.

 

1

 

First Nine Months of 2021

 

Net sales increased 32.2% to $309.6 million for the first nine months of 2021 compared to $234.3 million in the prior year period. Net sales for the first nine months of 2021 were driven by velocity, distribution gains, and innovation. 

 

Gross profit was $120.9 million, or 39.1% as a percentage of net sales, for the first nine months of 2021, compared to $102.4 million, or 43.7% as a percentage of net sales, in the prior year period. For the first nine months of 2021, Adjusted Gross Profit was $141.1 million, or 45.6% as a percentage of net sales, compared to $115.4 million, or 49.3% as a percentage of net sales, in the prior year period. The decrease in gross profit as a percentage of net sales and Adjusted Gross Profit as a percentage of net sales was primarily due to increased cost at our Freshpet Kitchens as a result of our wage increase plan, investments as we grow into capacity, inflation of ingredient cost and higher costs at our Freshpet Kitchens South partner. Adjusted Gross Profit is a non-GAAP financial measure defined under "Non-GAAP Measures," and is reconciled to gross profit in the financial tables that accompany this release. 

 

SG&A expenses were $138.0 million for the first nine months of 2021 compared to $101.3 million in the prior year period. As a percentage of net sales, SG&A increased to 44.6% for the first nine months of 2021 compared to 43.2% in the prior year period. Adjusted SG&A for the first nine months of 2021 was $107.9 million, or 34.8% as a percentage of net sales, compared to $81.5 million, or 34.8% as a percentage of net sales, in the prior year period. The increase in SG&A expenses was a result of increased logistics costs, including freight costs, higher employee-related costs, and non-cash share-based compensation. Adjusted SG&A as a percentage of net sales remained unchanged from the prior year in the same period as a result of general and administrative expense leverage on higher net sales and decreased media spend as a percentage of net sales offset by increased logistics costs as a percentage of net sales. Adjusted SG&A is a non-GAAP financial measure defined under "Non-GAAP Measures," and is reconciled to SG&A in the financial tables that accompany this release. 

 

Net loss was $20.4 million for the first nine months of 2021 compared to a net income of $0.1 million for the prior year period. The decrease in net income was due to increased SG&A partially offset by higher net sales and increased gross profit. 

 

Adjusted EBITDA was $33.2 million, or 10.7% as a percentage of net sales, for the first nine months of 2021, compared to $34.0 million, or 14.5% as a percentage of net sales, in the prior year period. The decrease in Adjusted EBITDA was a result of increased Adjusted SG&A expense, partially offset by increased Adjusted Gross Profit. Adjusted EBITDA is a non-GAAP financial measure defined under "Non-GAAP Measures," and is reconciled to net loss in the financial tables that accompany this release. 

 

Balance Sheet

 

As of September 30, 2021, the Company had cash and cash equivalents of $170.8 million with no debt outstanding. 

 

Outlook

 

For full year 2021, the Company updated its guidance. The Company expects the following results: 

 

 

Net sales of ~$445 million, an increase of ~40% from 2020, from previous guidance of >$445 million

 

 

Adjusted EBITDA of ~$50 million, an increase of ~7% from 2020, from previous guidance of >$61 million

 

 

2

 

The Company does not provide guidance for the most directly comparable GAAP measure, net income, and similarly cannot provide a reconciliation between its forecasted adjusted EBITDA and net income metrics without unreasonable effort due to the unavailability of reliable estimates for certain components of net income and the respective reconciliations, including the timing of and amount of costs of goods sold and selling, general and administrative expenses. These items are not within the Company’s control and may vary greatly between periods and could significantly impact future financial results.

 

 

Conference Call & Earnings Presentation Webcast Information

As previously announced, today, November 8, 2021, the Company will host a conference call beginning at 4:30 p.m. Eastern Time with members of its leadership team. The conference call webcast will be available live over the Internet through the "Investors" section of the Company's website at www.freshpet.com. To participate on the live call, listeners in North America may dial (877) 407-0792 and international listeners may dial (201) 689-8263. 

 

A replay of the conference call will be archived on the Company's website and telephonic playback will be available from 7:30 p.m. Eastern Time today through November 22, 2021. North American listeners may dial (844) 512-2921 and international listeners may dial (412) 317-6671; the passcode is 13723899.

 


About Freshpet

Freshpet’s mission is to improve the lives of dogs and cats through the power of fresh, real food. Freshpet foods are blends of fresh meats, vegetables and fruits farmed locally and made at our Freshpet Kitchens. We thoughtfully prepare our foods using natural ingredients, cooking them in small batches at lower temperatures to preserve the natural goodness of the ingredients. Freshpet foods and treats are kept refrigerated from the moment they are made until they arrive at Freshpet Fridges in your local market.

 

Our foods are available in select mass, grocery (including online), natural food, club, and pet specialty retailers across the United States, Canada and Europe. From the care, we take to source our ingredients and make our food, to the moment it reaches your home, our integrity, transparency and social responsibility are the way we like to run our business. To learn more, visit www.freshpet.com.

 

Connect with Freshpet:

 

https://www.facebook.com/Freshpet

 

https://twitter.com/Freshpet

 

http://instagram.com/Freshpet

 

http://pinterest.com/Freshpet

 

https://www.tiktok.com/@Freshpet

 

https://en.wikipedia.org/wiki/Freshpet

 

https://www.youtube.com/user/freshpet400

 

Forward Looking Statements

 

Certain statements in this release constitute “forward-looking” statements. These statements are based on management's current opinions, expectations, beliefs, plans, objectives, assumptions or projections regarding future events or future results. These forward-looking statements, including our updated guidance, are only predictions, not historical fact, and involve certain risks and uncertainties, as well as assumptions. Actual results, levels of activity, performance, achievements and events could differ materially from those stated, anticipated or implied by such forward-looking statements. While Freshpet believes that its assumptions are reasonable, it is very difficult to predict the impact of known factors, and, of course, it is impossible to anticipate all factors that could affect actual results. There are several risks and uncertainties that could cause actual results to differ materially from forward-looking statements made herein including, most prominently, the risks discussed under the heading “Risk Factors” in the Company's latest annual report on Form 10-K and its quarterly reports on Form 10-Q filed with the Securities and Exchange Commission. Such forward-looking statements are made only as of the date of this release. Freshpet undertakes no obligation to publicly update or revise any forward-looking statement because of new information, future events or otherwise, except as otherwise required by law. If we do update one or more forward-looking statements, no inference should be made that we will make additional updates with respect to those or other forward-looking statements.

 

3


Non-GAAP Financial Measures

 

Freshpet uses the following non-GAAP financial measures in its financial communications. These non-GAAP financial measures should be considered as supplements to the GAAP reported measures, should not be considered replacements for, or superior to, the GAAP measures and may not be comparable to similarly named measures used by other companies.

 

 

Adjusted Gross Profit

 

 

Adjusted Gross Profit as a % of net sales (Adjusted Gross Margin)

 

 

Adjusted SG&A

 

 

Adjusted SG&A as a % of net sales

 

 

EBITDA

 

 

Adjusted EBITDA

 

 

Adjusted EBITDA as a % of net sales

 

Adjusted Gross Profit: Freshpet defines Adjusted Gross Profit as gross profit before depreciation expense, plant start-up expense, non-cash share-based compensation and COVID-19 expenses.

 

Adjusted SG&A Expenses: Freshpet defines Adjusted SG&A as SG&A expenses before depreciation and amortization, non-cash share-based compensation, launch expense, fees related to equity offerings of our common stock, implementation and other costs associated with the implementation of an enterprise resource planning ("ERP") system, loss on disposal of equipment and COVID-19 expenses.

 

EBITDA and Adjusted EBITDA: EBITDA represents net income (loss) plus interest expense, income tax expense and depreciation and amortization expense, and Adjusted EBITDA represents EBITDA plus loss on equity method investment, non-cash share-based compensation expense, launch expenses, fees related to equity offerings, plant start-up expense, implementation and other costs associated with the implementation of an ERP system, loss on disposal of equipment and COVID-19 expenses. 

 

Management believes that the non-GAAP financial measures are meaningful to investors because they provide a view of the Company with respect to ongoing operating results. The non-GAAP financial measures are shown as supplemental disclosures in this release because they are widely used by the investment community for analysis and comparative evaluation. They also provide additional metrics to evaluate the Company’s operations and, when considered with both the Company’s GAAP results and the reconciliation to the most comparable GAAP measures, provide a more complete understanding of the Company’s business than could be obtained absent this disclosure. The non-GAAP measures are not and should not be considered an alternative to the most comparable GAAP measures or any other figure calculated in accordance with GAAP, or as an indicator of operating performance. The Company’s calculation of the non-GAAP financial measures may differ from methods used by other companies. Management believes that the non-GAAP measures are important to an understanding of the Company's overall operating results in the periods presented. The non-GAAP financial measures are not recognized in accordance with GAAP and should not be viewed as an alternative to GAAP measures of performance.

 

Certain of these measures represent the Company's guidance for fiscal year 2021. The Company is unable to reconcile these forward-looking non-GAAP financial measures to the most directly comparable GAAP measures without unreasonable efforts because the Company is currently unable to predict with a reasonable degree of certainty the type and impact of certain items, including the timing of and amount of cost of goods sold and selling, general and administrative expenses, that would be expected to impact GAAP measures for these periods but would not impact the non-GAAP measures. The unavailable information could significantly impact our financial results. These items are not within the Company's control and may vary greatly between periods. Based on the foregoing, the Company believes that providing estimates of the amounts that would be required to reconcile these forecasted non-GAAP measures to forecasted GAAP measures would imply a degree of precision that would be confusing or misleading to investors for the reasons identified above. 

 

Contact

 

ICR

Jeff Sonnek

646-277-1263

[email protected] 

 

4

 

FRESHPET, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(In thousands, except per share data)

 

   

September 30,

   

December 31,

 
   

2021

   

2020

 

ASSETS

               

CURRENT ASSETS:

               

Cash and cash equivalents

  $ 170,836     $ 67,247  

Accounts receivable, net of allowance for doubtful accounts

    32,217       18,438  

Inventories, net

    29,305       19,119  

Prepaid expenses

    3,870       3,378  

Other current assets

    1,562       914  

Total Current Assets

    237,790       109,096  

Property, plant and equipment, net

    471,964       281,073  

Deposits on equipment

    3,189       3,710  

Operating lease right of use assets

    6,874       7,866  

Equity method investment

    26,736       27,894  

Other assets

    11,774       4,749  

Total Assets

  $ 758,327     $ 434,388  

LIABILITIES AND STOCKHOLDERS' EQUITY

               

CURRENT LIABILITIES:

               

Accounts payable

  $ 12,828     $ 16,452  

Accrued expenses

    14,556       15,371  

Current operating lease liabilities

    1,359       1,298  

Total Current Liabilities

  $ 28,743     $ 33,121  

Long term operating lease liabilities

    6,066       7,098  

Total Liabilities

  $ 34,809     $ 40,219  

STOCKHOLDERS' EQUITY:

               

Common stock — voting, $0.001 par value, 200,000 shares authorized, 43,404 issued and 43,390 outstanding on September 30, 2021, and 40,732 issued and 40,718 outstanding on December 31, 2020

    43       41  

Additional paid-in capital

    949,995       600,388  

Accumulated deficit

    (226,357 )     (205,924 )

Accumulated other comprehensive income (loss)

    93       (80 )

Treasury stock, at cost — 14 shares on September 30, 2021 and on December 31, 2020

    (256 )     (256 )

Total Stockholders' Equity

    723,518       394,169  

Total Liabilities and Stockholders' Equity

  $ 758,327     $ 434,388  

 

5

 

FRESHPET, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE (LOSS)

(In thousands, except per share data)

 

   

For the Three Months Ended

   

For the Nine Months Ended

 
   

September 30,

   

September 30,

 
   

2021

   

2020

   

2021

   

2020

 

NET SALES

  $ 107,590     $ 84,190     $ 309,620     $ 234,268  

COST OF GOODS SOLD

    66,065       47,535       188,689       131,891  

GROSS PROFIT

    41,525       36,654       120,931       102,377  

SELLING, GENERAL, AND ADMINISTRATIVE EXPENSES

    42,365       32,895       137,955       101,273  

(LOSS) INCOME FROM OPERATIONS

    (840 )     3,760       (17,024 )     1,104  

OTHER (EXPENSES)/INCOME:

                               

Other (Expenses)/Income, net

    2       25       (5 )     70  

Interest Expense

    (677 )     (216 )     (2,232 )     (999 )
      (675 )     (191 )     (2,237 )     (930 )

(LOSS) INCOME BEFORE INCOME TAXES

    (1,515 )     3,569       (19,261 )     175  

INCOME TAX EXPENSE

    16       22       48       65  

LOSS ON EQUITY METHOD INVESTMENT

    539       -       1,124       -  

(LOSS) INCOME ATTRIBUTABLE TO COMMON STOCKHOLDERS

  $ (2,070 )   $ 3,547     $ (20,433 )   $ 110  

OTHER COMPREHENSIVE INCOME:

                               

Change in foreign currency translation

  $ 4     $ 368     $ 173     $ 40  

TOTAL OTHER COMPREHENSIVE INCOME

    4       368       173       40  

TOTAL COMPREHENSIVE (LOSS) INCOME

  $ (2,066 )   $ 3,916     $ (20,260 )   $ 150  

NET (LOSS) INCOME PER SHARE ATTRIBUTABLE TO COMMON STOCKHOLDERS

                               

-BASIC

  $ (0.05 )   $ 0.09     $ (0.48 )   $ 0.00  

-DILUTED

  $ (0.05 )   $ 0.09     $ (0.48 )   $ 0.00  

WEIGHTED AVERAGE SHARES OF COMMON STOCK OUTSTANDING USED IN COMPUTING NET (LOSS) INCOME PER SHARE ATTRIBUTABLE TO COMMON STOCKHOLDERS

                               

-BASIC

    43,373       40,560       42,774       39,452  

-DILUTED

    43,373       41,700       42,774       40,473  

 

6

 

FRESHPET, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS 

(In thousands)

 

   

For the Nine Months Ended

 
   

September 30,

 
   

2021

   

2020

 

CASH FLOWS FROM OPERATING ACTIVITIES:

               

Net (loss) income

  $ (20,433 )   $ 110  

Adjustments to reconcile net (loss) income to net cash flows provided by operating activities:

               

Provision for loss (gains) on accounts receivable

    15       (4 )

Loss on disposal of equipment

    284       1,301  

Share-based compensation

    18,516       7,811  

Inventory obsolescence

    249       147  

Depreciation and amortization

    22,489       14,946  

Amortization of deferred financing costs and loan discount

    1,013       763  

Change in operating lease right of use asset

    992       962  

Loss on equity method investment

    1,124        

Changes in operating assets and liabilities:

               

Accounts receivable

    (13,794 )     (3,060 )

Inventories

    (10,435 )     (5,115 )

Prepaid expenses and other current assets

    (1,140 )     9,587  

Other assets

    (5,520 )     (222 )

Accounts payable

    5,057       (3,021 )

Accrued expenses

    (781 )     (10,300 )

Other lease liabilities

    (971 )     (842 )

Net cash flows (used in) provided by operating activities

    (3,335 )     13,063  

CASH FLOWS FROM INVESTING ACTIVITIES:

               

Purchase of short-term investments

          (20,001 )

Proceeds from maturities of short-term investments

          10,001  

Investments in equity method investment

          (27,625 )

Acquisitions of property, plant and equipment, software and deposits on equipment

    (220,835 )     (99,924 )

Net cash flows used in investing activities

    (220,835 )     (137,549 )

CASH FLOWS FROM FINANCING ACTIVITIES:

               

Proceeds from common shares issued in primary offering, net of issuance cost

    332,172       252,062  

Proceeds from exercise of options to purchase common stock

    2,048       4,664  

Tax withholdings related to net shares settlements of restricted stock units

    (3,198 )     (1,636 )

Proceeds from borrowings under Credit Facilities

          20,933  

Repayment of borrowings under Credit Facilities

          (76,000 )

Fees paid in connection with financing agreements

    (3,263 )     (824 )

Net cash flows provided by financing activities

    327,759       199,199  

NET CHANGE IN CASH AND CASH EQUIVALENTS

    103,589       74,713  

CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR

    67,247       9,472  

CASH AND CASH EQUIVALENTS, END OF PERIOD

  $ 170,836     $ 84,185  

 

7

 

FRESHPET, INC. AND SUBSIDIARIES

RECONCILIATION BETWEEN GROSS PROFIT AND ADJUSTED GROSS PROFIT

 

 

   

Three Months Ended

   

Nine Months Ended

 
   

September 30,

   

September 30,

 
   

2021

   

2020

   

2021

   

2020

 
    (Dollars in thousands)  

Gross Profit

  $ 41,525     $ 36,654     $ 120,931     $ 102,377  

Depreciation expense

    4,075       2,129       11,896       6,422  

Plant start-up expense (a)

    588       1,828       3,561       3,020  

Non-cash share-based compensation

    1,058       484       2,970       1,425  

COVID-19 expense (b)

    119       395       1,753       2,157  

Adjusted Gross Profit

  $ 47,365     $ 41,490     $ 141,111     $ 115,402  

Adjusted Gross Profit as a % of Net Sales

    44.0 %     49.3 %     45.6 %     49.3 %

 

 

  

  (a) Represents additional operating costs incurred in connection with the start-up of our new manufacturing lines as part of the Freshpet Kitchens expansion projects. 
  (b) Represents COVID-19 expenses including (i) costs incurred to protect the health and safety of our employees during the COVID-19 pandemic, (ii) temporary increased compensation expense to ensure continued operations during the pandemic, and (iii) costs related to mitigating potential supply chain disruptions during the pandemic, included in cost of goods sold.

 

8

 

FRESHPET, INC. AND SUBSIDIARIES

RECONCILIATION BETWEEN SG&A EXPENSES AND ADJUSTED SG&A EXPENSES

 

 

   

Three Months Ended

   

Nine Months Ended

 
   

September 30,

   

September 30,

 
   

2021

   

2020

   

2021

   

2020

 
    (Dollars in thousands)  

SG&A expenses

  $ 42,365     $ 32,895     $ 137,955     $ 101,273  

Depreciation and amortization expense

    3,671       2,923       10,593       8,524  

Non-cash share-based compensation

    4,688       2,863       15,546       6,386  

Launch expense (a)

    562       760       2,311       2,403  

Loss on disposal of equipment

    412       1,265       518       1,301  

Equity offering expenses (b)

                      58  

Enterprise Resource Planning (c)

    273       428       1,123       830  

COVID-19 expense (d)

          187       5       283  

Adjusted SG&A Expenses

  $ 32,759     $ 24,468     $ 107,859     $ 81,488  

Adjusted SG&A Expenses as a % of Net Sales

    30.4 %     29.1 %     34.8 %     34.8 %

 

 

 

  (a) Represents new store marketing allowance of $1,000 for each store added to our distribution network, as well as the non-capitalized freight costs associated with Freshpet Fridge replacements. The expense enhances the overall marketing spend to support our growing distribution network. 
  (b) Represents fees associated with public offerings of our common stock.
  (c) Represents implementation and other costs associated with the implementation of an ERP system.
  (d) Represents COVID-19 expenses including (i) costs incurred to protect the health and safety of our employees during the COVID-19 pandemic, (ii) temporary increased compensation expense to ensure continued operations during the pandemic, and (iii) costs related to mitigating potential supply chain disruptions during the pandemic, included in SG&A.

 

9

 

FRESHPET, INC. AND SUBSIDIARIES

RECONCILIATION BETWEEN NET INCOME (LOSS) AND ADJUSTED EBITDA

 

 

   

Three Months Ended

   

Nine Months Ended

 
   

September 30,

   

September 30,

 
   

2021

   

2020

   

2021

   

2020

 
   

(Dollars in thousands)

 

Net (loss) income

  $ (2,070 )   $ 3,547     $ (20,433 )   $ 110  

Depreciation and amortization

    7,746       5,052       22,489       14,946  

Interest expense

    677       216       2,232       999  

Income tax expense

    16       22       48       65  

EBITDA

  $ 6,369     $ 8,837     $ 4,336     $ 16,120  

Loss on equity method investment

  $ 539     $     $ 1,124     $  

Loss on disposal of equipment

    412       1,265       518       1,301  

Non-cash share-based compensation

    5,746       3,347       18,516       7,811  

Launch expense (a)

    562       760       2,311       2,403  

Plant start-up expense (b)

    588       1,828       3,561       3,020  

Equity offering expenses (c)

                      58  

Enterprise Resource Planning (d)

    273       428       1,123       830  

COVID-19 expense (e)

    119       582       1,758       2,440  

Adjusted EBITDA

  $ 14,608     $ 17,048     $ 33,247     $ 33,983  

Adjusted EBITDA as a % of Net Sales

    13.6 %     20.2 %     10.7 %     14.5 %

 

 

  (a) Represents new store marketing allowance of $1,000 for each store added to our distribution network, as well as the non-capitalized freight costs associated with Freshpet Fridge replacements. The expense enhances the overall marketing spend to support our growing distribution network.
  (b) Represents additional operating costs incurred in connection with the start-up of our new manufacturing lines as part of the Freshpet Kitchens expansion projects. 
  (c) Represents fees associated with public offerings of our common stock.
  (d) Represents implementation and other costs associated with the implementation of an ERP system.
  (e) Represents COVID-19 expenses including (i) costs incurred to protect the health and safety of our employees during the COVID-19 pandemic, (ii) temporary increased compensation expense to ensure continued operations during the pandemic, and (iii) costs related to mitigating potential supply chain disruptions during the pandemic.

 

10

Exhibit 99.2

 

 

 

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