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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): February 20, 2025
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.) |
| | |
1545 US-206, 1st Floor Bedminster, New Jersey | | 07921 |
(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:
| | | | | |
☐ | 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 February 20, 2025, Freshpet, Inc. (“Freshpet”) issued a press release disclosing its financial results for the quarter and year ended December 31, 2024. 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 6:30 a.m., Eastern Time, on Thursday, February 20, 2025, to discuss its financial results for the quarter and year ended December 31, 2024.
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 February 20, 2025, 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
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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.
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| FRESHPET, INC. |
| | |
Date: February 20, 2025 | By: | /s/ Todd Cunfer |
| Name: Todd Cunfer |
| Title: Chief Financial Officer |
Exhibit 99.1
Freshpet, Inc. Reports Fourth Quarter and Full Year 2024 Financial Results
Significant Margin Improvement & Strong Cash Generation
Provides Full Year 2025 Outlook and Updates 2027 Targets
Bedminster, N.J. – February 20, 2025 – Freshpet, Inc. (“Freshpet” or the “Company”) (Nasdaq: FRPT) today reported financial results for its fourth quarter and full year ended December 31, 2024.
Fourth Quarter 2024 Financial Highlights Compared to Prior Year Period
•Net sales of $262.7 million, an increase of 22.0%.
•Net income of $18.1 million, compared to the prior year period of $15.3 million.
•Gross margin of 42.5%, compared to the prior year period of 34.6%.
•Adjusted Gross Margin of 48.1%, compared to the prior year period of 41.1%.1
•Adjusted EBITDA of $52.6 million, compared to the prior year period of $31.3 million.1
Full Year 2024 Financial Highlights Compared to Prior Year
•Net sales of $975.2 million, an increase of 27.2%.
•Net income of $46.9 million, compared to the prior year net loss of $33.6 million.
•Gross margin of 40.6%, compared to the prior year of 32.7%.
•Adjusted Gross Margin of 46.5%, compared to the prior year of 40.0%.1
•Adjusted EBITDA of $161.8 million, compared to the prior year of $66.6 million.1
•For the year ended December 31, 2024, net cash provided by operating activities was $154.3 million, compared to $75.9 million in the prior year.
"Fiscal year 2024 was a breakout year for Freshpet. We continued to deliver the exceptional net sales growth investors have come to expect from Freshpet but also delivered very strong profit improvements - and even exceeded some of the fiscal year 2027 targets we set two years ago. We also delivered full-year positive net income for the first time. The strength of this sustained performance, coupled with our operating cash flow improvements, gives us confidence we will be free cash flow positive in 2026 and able to self-fund our growth going forward," commented Billy Cyr, Freshpet’s Chief Executive Officer. “This strong performance also enables us to raise our long-term profit margin targets today to reflect the additional scale benefits we believe we can deliver as we transform the pet food category and nourish pets, people, and the planet. We remain focused on delivering disciplined, consistent growth, and outsized profitability improvements, that we believe will drive shareholder value going forward."
Fourth Quarter 2024
Net sales increased 22.0% to $262.7 million for the fourth quarter of 2024 compared to $215.4 million for the prior year period. The increase in net sales was primarily driven by volume gains of 20.7%.
Gross profit was $111.6 million, or 42.5% as a percentage of net sales, for the fourth quarter of 2024, compared to $74.6 million, or 34.6% as a percentage of net sales, for the prior year period. The increase in reported gross profit as a percentage of net sales was primarily due to lower input costs, reduced quality costs and improved leverage on plant expenses. For the fourth quarter of 2024, Adjusted Gross Profit was $126.3 million, or 48.1% as a percentage of net sales, compared to $88.5 million, or 41.1% as a percentage of net sales, for the prior year period.1
Selling, general and administrative expenses (“SG&A”) were $92.2 million for the fourth quarter of 2024 compared to $59.7 million for the prior year period. SG&A as a percentage of net sales increased by 740 basis points to 35.1% for the fourth quarter of 2024 compared to 27.7% for the prior year period, primarily due to increased media as a percentage of net sales, higher share-based compensation and increased variable compensation accrual. Adjusted SG&A for the fourth quarter of 2024 was $73.6 million, or 28.0% as a percentage of net sales, compared to $57.2 million, or 26.6% as a percentage of net sales, for the prior year period.1
Net income was $18.1 million for the fourth quarter of 2024 compared to $15.3 million for the prior year period. The increase in net income was due to contribution from higher sales and improved gross margin, partially offset by increased SG&A.
Adjusted EBITDA was $52.6 million for the fourth quarter of 2024 compared to $31.3 million for the prior year period.1 The increase in Adjusted EBITDA was a result of increased Adjusted Gross Profit, partially offset by higher Adjusted SG&A.
Full Year 2024
Net sales increased 27.2% to $975.2 million for the full year ended December 31, 2024, compared to $766.9 million for the prior year. The increase in net sales was primarily driven by volume gains of 26.1%.
Gross profit was $396.0 million, or 40.6% as a percentage of net sales, for the full year ended December 31, 2024, compared to $250.9 million, or 32.7% as a percentage of net sales, for the prior year. The increase in reported gross profit as a percentage of net sales was primarily due to lower input costs, reduced quality costs and improved leverage on plant expenses. For the full year ended December 31, 2024, Adjusted Gross Profit was $453.5 million, or 46.5% as a percentage of net sales, compared to $306.6 million, or 40.0% as a percentage of net sales, for the prior year.1
SG&A was $358.0 million for the full year ended December 31, 2024, compared to $281.3 million for the prior year. As a percentage of net sales, SG&A remained consistent at 36.7% for both the full years ended December 31, 2024 and 2023. SG&A as a percentage of net sales remained consistent as the decreases due to reduced logistics as a percentage of net sales and the absence of non-recurring charges incurred in the prior year were fully offset by increased media as a percentage of net sales, higher share-based compensation and increased variable compensation accrual. Adjusted SG&A for the full year ended December 31, 2024 was $291.6 million, or 29.9% as a percentage of net sales, compared to $240.1 million, or 31.3% as a percentage of net sales, for the prior year.1
Net income was $46.9 million for the full year ended December 31, 2024, compared to a net loss of $33.6 million for the prior year. The improvement in net income was due to contribution from higher sales, improved gross margin, reduced logistics costs as a percentage of net sales, and gain on equity investment, partially offset by increased SG&A.
Adjusted EBITDA was $161.8 million for the full year ended December 31, 2024, compared to $66.6 million for the prior year.1 The increase in Adjusted EBITDA was a result of increased Adjusted Gross Profit partially offset by higher Adjusted SG&A.
Balance Sheet
As of December 31, 2024, the Company had cash and cash equivalents of $268.6 million with $395.2 million of debt outstanding net of $7.3 million of unamortized debt issuance costs. For the year ended December 31, 2024, cash from operations was $154.3 million, an increase of $78.3 million compared to the prior year.
The Company will utilize its balance sheet to support its ongoing capital needs in connection with its long-term capacity plan.
1Adjusted Gross Margin, Adjusted Gross Profit, Adjusted SG&A and Adjusted EBITDA are non-GAAP financial measures. See "Non-GAAP Measures" for how the Company defines these measures and the financial tables that accompany this release for reconciliations of these measures to the closest comparable GAAP measures.
Outlook
For full year 2025, the Company is providing the following guidance:
•Net sales in the range of $1.18 billion to $1.21 billion, an increase of 21% to 24% from 2024;
•Adjusted EBITDA of at least $210 million; and
•Capital expenditures of ~$250 million.
The Company is also updating its long-term guidance. For full year 2027, the Company now expects:
•Net sales of $1.8 billion, unchanged;
•Adjusted Gross Margin of 48%, compared to 45% previously; and
•Adjusted EBITDA margin of 22%, compared to 18% previously.
The Company does not provide guidance for net income (loss), the U.S. GAAP measure most directly comparable to Adjusted EBITDA, and similarly cannot provide a reconciliation between its forecasted Adjusted EBITDA and net income (loss) metrics without unreasonable effort due to the unavailability of reliable estimates for certain components of net income (loss) 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 results.
Conference Call & Earnings Presentation Webcast Information
As previously announced, today, February 20, 2025, the Company will host a conference call with members of its leadership team. The conference call webcast is scheduled to begin at 6:30 a.m. ET and will be hosted and archived on the "Investors" section of the Company's website at www.freshpet.com. Due to the Company's participation in the 2025 Consumer Analyst Group of New York (CAGNY) Conference, there will not be a question and answer session this quarter.
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 grocery, mass, digital, pet specialty, and club 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://x.com/Freshpet
http://instagram.com/Freshpet
http://pinterest.com/Freshpet
https://www.tiktok.com/@Freshpet
https://www.youtube.com/user/freshpet400
Forward Looking Statements
Certain statements in this release constitute “forward-looking” statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements relating to our ability to achieve our 2027 targets, create meaningful shareholder value, and guidance with respect to 2024 net sales, Adjusted EBITDA and capital expenditures. These statements are based on management's current opinions, expectations, beliefs, plans, objectives, assumptions or projections regarding future events or future results. 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 which could cause actual results, performance, and achievements to differ materially from those stated or implied by the forward-looking statements described 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.
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 U.S. GAAP reported measures, should not be considered replacements for, or superior to, the U.S. GAAP measures and may not be comparable to similarly named measures used by other companies.
•Adjusted Gross Profit
•Adjusted Gross Profit as a percentage of net sales (Adjusted Gross Margin)
•Adjusted SG&A Expenses
•Adjusted SG&A Expenses as a percentage of net sales
•EBITDA
•Adjusted EBITDA
•Adjusted EBITDA as a percentage of net sales
Adjusted Gross Profit: Freshpet defines Adjusted Gross Profit as gross profit before depreciation expense, non-cash share-based compensation and loss on disposal of manufacturing equipment.
Adjusted SG&A Expenses: Freshpet defines Adjusted SG&A as SG&A expenses before depreciation and amortization expense, non-cash share-based compensation, implementation and other costs associated with the implementation of an enterprise resource planning ("ERP") system, fees related to the capped call transactions, loss on disposal of equipment, advisory fees related to shareholder activism defense engagement, and organizational changes.
EBITDA and Adjusted EBITDA: EBITDA represents net income (loss) plus interest expense net of interest income, income tax expense and depreciation and amortization expense, and Adjusted EBITDA represents EBITDA less gain on equity investment, plus loss on equity method investment, non-cash share-based compensation expense, implementation and other costs associated with the implementation of an ERP system, loss on disposal of property, plant and equipment, fees related to the capped call transactions, advisory fees related to shareholder activism defense engagement, and organizational changes.
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 U.S. 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 U.S. GAAP measures or any other figure calculated in accordance with U.S. 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 U.S. GAAP and should not be viewed as an alternative to U.S. GAAP measures of performance.
Investor Contact:
Rachel Ulsh
Rulsh@freshpet.com
Media Contact:
Press@freshpet.com
FRESHPET, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(In thousands, except per share data)
| | | | | | | | | | | |
| December 31, 2024 | | December 31, 2023 |
ASSETS | | | |
CURRENT ASSETS: | | | |
Cash and cash equivalents | $ | 268,633 | | | $ | 296,871 | |
Accounts receivable, net of allowance for doubtful accounts | 68,419 | | | 56,754 | |
Inventories, net | 80,794 | | | 63,238 | |
Prepaid expenses | 16,026 | | | 7,615 | |
Other current assets | 3,126 | | | 2,841 | |
Total Current Assets | 436,998 | | | 427,319 | |
Property, plant and equipment, net | 1,065,869 | | | 979,164 | |
Deposits on equipment | 1,047 | | | 1,895 | |
Operating lease right of use assets | 3,366 | | | 3,616 | |
Long term investment in equity securities | 33,446 | | | 23,528 | |
Other assets | 34,152 | | | 28,899 | |
Total Assets | $ | 1,574,878 | | | $ | 1,464,421 | |
LIABILITIES AND STOCKHOLDERS' EQUITY | | | |
CURRENT LIABILITIES: | | | |
Accounts payable | $ | 39,164 | | | $ | 36,096 | |
Accrued expenses | 56,263 | | | 49,816 | |
Current operating lease liabilities | 1,322 | | | 1,312 | |
Current finance lease liabilities | 2,120 | | | 1,998 | |
Total Current Liabilities | $ | 98,869 | | | $ | 89,222 | |
Convertible senior notes | 395,163 | | | 393,074 | |
Long term operating lease liabilities | 2,213 | | | 2,591 | |
Long term finance lease liabilities | 23,273 | | | 26,080 | |
Total Liabilities | $ | 519,518 | | | $ | 510,967 | |
Commitments and contingencies | — | | | — | |
STOCKHOLDERS' EQUITY: | | | |
Common stock — voting, $0.001 par value, 200,000 shares authorized, 48,716 issued and 48,702 outstanding on December 31, 2024, and 48,277 issued and 48,263 outstanding on December 31, 2023 | 49 | | | 48 | |
Additional paid-in capital | 1,338,160 | | | 1,282,984 | |
Accumulated deficit | (281,806) | | | (328,731) | |
Accumulated other comprehensive loss | (787) | | | (591) | |
Treasury stock, at cost — 14 shares on December 31, 2024 and on December 31, 2023 | (256) | | | (256) | |
Total Stockholders' Equity | 1,055,360 | | | 953,454 | |
Total Liabilities and Stockholders' Equity | $ | 1,574,878 | | | $ | 1,464,421 | |
FRESHPET, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)
(In thousands, except per share data)
| | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended December 31, | | Year Ended December 31, |
| 2024 | | 2023 | | 2024 | | 2023 |
| (Unaudited) | | | | |
| | | | | | | |
NET SALES | $ | 262,708 | | | $ | 215,420 | | | $ | 975,177 | | | $ | 766,895 | |
COST OF GOODS SOLD | 151,108 | | | 140,846 | | | 579,221 | | | 516,023 | |
GROSS PROFIT | 111,600 | | | 74,575 | | | 395,956 | | | 250,872 | |
SELLING, GENERAL, AND ADMINISTRATIVE EXPENSES | 92,223 | | | 59,680 | | | 357,957 | | | 281,318 | |
INCOME (LOSS) FROM OPERATIONS | 19,377 | | | 14,895 | | | 37,999 | | | (30,446) | |
OTHER INCOME (EXPENSES): | | | | | | | |
Interest and Other Income, net | 2,710 | | | 3,843 | | | 11,868 | | | 13,029 | |
Interest Expense | (3,528) | | | (3,449) | | | (12,262) | | | (14,097) | |
Gain on Equity Investment | — | | | — | | | 9,918 | | | — | |
| (818) | | | 394 | | | 9,524 | | | (1,068) | |
INCOME (LOSS) BEFORE INCOME TAXES | 18,559 | | | 15,289 | | | 47,523 | | | (31,514) | |
INCOME TAX EXPENSE | 436 | | | — | | | 598 | | | 210 | |
LOSS ON EQUITY METHOD INVESTMENT | — | | | — | | | — | | | 1,890 | |
INCOME (LOSS) ATTRIBUTABLE TO COMMON STOCKHOLDERS | $ | 18,123 | | | $ | 15,289 | | | $ | 46,925 | | | $ | (33,614) | |
OTHER COMPREHENSIVE (LOSS) INCOME: | | | | | | | |
Change in foreign currency translation | $ | (603) | | | $ | 368 | | | $ | (196) | | | $ | (1,961) | |
TOTAL OTHER COMPREHENSIVE (LOSS) INCOME | (603) | | | 368 | | | (196) | | | (1,961) | |
TOTAL COMPREHENSIVE INCOME (LOSS) | $ | 17,520 | | | $ | 15,657 | | | $ | 46,729 | | | $ | (35,575) | |
NET INCOME (LOSS) PER SHARE ATTRIBUTABLE TO COMMON STOCKHOLDERS | | | | | | | |
-BASIC | $ | 0.37 | | | $ | 0.32 | | | $ | 0.97 | | | $ | (0.70) | |
-DILUTED | $ | 0.36 | | | $ | 0.31 | | | $ | 0.93 | | | $ | (0.70) | |
WEIGHTED AVERAGE SHARES OF COMMON STOCK OUTSTANDING | | | | | | | |
-BASIC | 48,642 | | 48,244 | | 48,487 | | 48,163 |
-DILUTED | 50,407 | | 49,889 | | 50,255 | | 48,163 |
FRESHPET, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF CASH FLOWS
(In thousands)
| | | | | | | | | | | | | | | | | |
| Year Ended December 31, |
| 2024 | | 2023 | | 2022 |
CASH FLOWS FROM OPERATING ACTIVITIES: | | | | | |
Net income (loss) | $ | 46,925 | | | $ | (33,614) | | | $ | (59,494) | |
Adjustments to reconcile net income (loss) to net cash flows provided by operating activities: | | | | | |
Provision for loss (gains) on accounts receivable | 467 | | | (2) | | | (20) | |
Loss on disposal of property, plant and equipment | 1,284 | | | 4,321 | | | 396 | |
Share-based compensation | 51,807 | | | 24,935 | | | 26,092 | |
Inventory obsolescence | 347 | | | — | | | 3,455 | |
Depreciation and amortization | 73,615 | | | 58,517 | | | 34,555 | |
Write-off and amortization of deferred financing costs and loan discount | 2,089 | | | 4,060 | | | 795 | |
Change in operating lease right of use asset | 1,350 | | | 1,549 | | | 1,372 | |
Loss on equity method investment | — | | | 1,890 | | | 3,731 | |
Gain on equity investment | (9,918) | | | — | | | — | |
Changes in operating assets and liabilities: | | | | | |
Accounts receivable | (12,228) | | | 820 | | | (32,993) | |
Inventories | (15,484) | | | (1,207) | | | (26,171) | |
Prepaid expenses and other current assets | 269 | | | (2,249) | | | (435) | |
Other assets | (5,063) | | | (4,053) | | | (3,141) | |
Accounts payable | 12,484 | | | 3,543 | | | (3,063) | |
Accrued expenses | 7,811 | | | 19,237 | | | 13,078 | |
Operating lease liability | (1,467) | | | (1,807) | | | (1,384) | |
Net cash flows provided by (used in) operating activities | 154,288 | | | 75,940 | | | (43,227) | |
CASH FLOWS FROM INVESTING ACTIVITIES: | | | | | |
Acquisitions of property, plant and equipment, software and deposits on equipment | (187,092) | | | (239,093) | | | (230,071) | |
Purchase of short-term investments | — | | | (113,441) | | | (19,840) | |
Proceeds from maturities of short-term investments | | | 113,441 | | | 19,840 | |
Investments in equity method investment | — | | | — | | | (3,293) | |
Net cash flows used in investing activities | (187,092) | | | (239,093) | | | (233,364) | |
CASH FLOWS FROM FINANCING ACTIVITIES: | | | | | |
Proceeds from exercise of options to purchase common stock | 9,138 | | | 4,517 | | | 471 | |
Tax withholdings related to net shares settlements of restricted stock units | (2,595) | | | (1,400) | | | (1,441) | |
Principal payments under finance lease obligations | (1,977) | | | (1,109) | | | — | |
Purchase of capped call options | — | | | (66,211) | | | — | |
Proceeds from issuance of convertible senior notes | — | | | 393,518 | | | — | |
Debt issuance costs | — | | | (2,026) | | | — | |
Proceeds from borrowings under Credit Facility | — | | | — | | | 78,000 | |
Repayment of borrowings under Credit Facility | — | | | — | | | (78,000) | |
Proceeds from common shares issued in primary offering, net of issuance cost | — | | | — | | | 337,508 | |
Net cash flows provided by financing activities | 4,566 | | | 327,289 | | | 336,538 | |
NET CHANGE IN CASH AND CASH EQUIVALENTS | (28,238) | | | 164,136 | | | 59,947 | |
CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR | 296,871 | | | 132,735 | | | 72,788 | |
CASH AND CASH EQUIVALENTS, END OF PERIOD | $ | 268,633 | | | $ | 296,871 | | | $ | 132,735 | |
FRESHPET, INC. AND SUBSIDIARIES
RECONCILIATION BETWEEN GROSS PROFIT AND ADJUSTED GROSS PROFIT
| | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended December 31, | | Year Ended December 31, |
| 2024 | | 2023 | | 2024 | | 2023 |
| (Dollars in thousands) |
Gross profit | $ | 111,600 | | | $ | 74,575 | | | $ | 395,956 | | | $ | 250,872 | |
Depreciation expense | 13,358 | | | 8,103 | | | 49,056 | | | 41,209 | |
Non-cash share-based compensation | 1,310 | | | 2,299 | | | 7,761 | | | 10,995 | |
Loss on disposal of manufacturing equipment | 5 | | | 3,547 | | | 696 | | | 3,547 | |
Adjusted Gross Profit | $ | 126,273 | | | $ | 88,524 | | | $ | 453,469 | | | $ | 306,623 | |
Adjusted Gross Profit as a % of Net Sales | 48.1 | % | | 41.1 | % | | 46.5 | % | | 40.0 | % |
FRESHPET, INC. AND SUBSIDIARIES
RECONCILIATION BETWEEN SG&A EXPENSES AND ADJUSTED SG&A EXPENSES
| | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended December 31, | | Year Ended December 31, |
| 2024 | | 2023 | | 2024 | | 2023 |
| (Dollars in thousands) |
SG&A expenses | $ | 92,223 | | | $ | 59,680 | | | $ | 357,957 | | | $ | 281,318 | |
Depreciation and amortization expense | 5,780 | | | 4,248 | | | 21,747 | | | 15,849 | |
Non-cash share-based compensation (a) | 12,635 | | | (2,315) | | | 44,045 | | | 13,941 | |
Loss on disposal of equipment | 225 | | | 86 | | | 588 | | | 774 | |
Enterprise Resource Planning (b) | — | | | 465 | | | — | | | 2,457 | |
Capped Call Transactions fees (c) | — | | | — | | | — | | | 113 | |
Shareholder activism defense engagement (d) | — | | | — | | | — | | | 8,177 | |
Organization changes (e) | — | | | — | | | — | | | (67) | |
Adjusted SG&A Expenses | $ | 73,583 | | | $ | 57,196 | | | $ | 291,577 | | | $ | 240,074 | |
Adjusted SG&A Expenses as a % of Net Sales | 28.0 | % | | 26.6 | % | | 29.9 | % | | 31.3 | % |
(a)Includes true-ups to share-based compensation expense compared to prior periods. We have certain outstanding share-based awards with performance-based vesting conditions that require the achievement of certain Adjusted EBITDA and/or Net Sales targets as a condition of vesting. At each reporting period, we reassess the probability of achieving the performance criteria and the performance period required to meet those targets. When the probability of achieving such performance conditions changes, the compensation cost previously recorded is adjusted as needed. When such performance conditions are deemed to be improbable of achievement, the compensation cost previously recorded is reversed.
(b)Represents costs associated with the implementation of an ERP system.
(c)Represents fees associated with the Capped Call Transactions associated with our sale of Convertible Notes in 2023.
(d)Represents advisory fees related to shareholder activism defense engagement.
(e)Represents a true-up to transition costs related to the organization changes designed to support growth, including several changes in organizational structure designed to enhance capabilities and support long-term growth objectives.
FRESHPET, INC. AND SUBSIDIARIES
RECONCILIATION BETWEEN NET INCOME (LOSS) AND ADJUSTED EBITDA
| | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended December 31, | | Year Ended December 31, |
| 2024 | | 2023 | | 2024 | | 2023 |
| (Dollars in thousands) |
Net income (loss) | $ | 18,123 | | | $ | 15,289 | | | $ | 46,925 | | | $ | (33,614) | |
Depreciation and amortization | 19,138 | | | 12,351 | | | 70,803 | | | 57,058 | |
Interest expense, net of interest income | 760 | | | (394) | | | 335 | | | 1,069 | |
Income tax expense | 436 | | | — | | | 598 | | | 210 | |
EBITDA | $ | 38,457 | | | $ | 27,246 | | | $ | 118,661 | | | $ | 24,723 | |
Gain on equity investment | $ | — | | | $ | — | | | $ | (9,918) | | | $ | — | |
Loss on disposal of property, plant and equipment | 230 | | | 3,633 | | | 1,284 | | | 4,321 | |
Non-cash share-based compensation (a) | 13,946 | | | (16) | | | 51,807 | | | 24,936 | |
Loss on equity method investment | — | | | — | | | — | | | 1,890 | |
Enterprise Resource Planning (b) | — | | | 465 | | | — | | | 2,457 | |
Capped Call Transactions fees (c) | — | | | — | | | — | | | 113 | |
Shareholder activism defense engagement (d) | — | | | — | | | — | | | 8,177 | |
Organization changes (e) | — | | | — | | | — | | | (67) | |
Adjusted EBITDA | $ | 52,633 | | | $ | 31,328 | | | $ | 161,834 | | | $ | 66,550 | |
Adjusted EBITDA as a % of Net Sales | 20.0 | % | | 14.5 | % | | 16.6 | % | | 8.7 | % |
(a)Includes true-ups to share-based compensation expense compared to prior periods. We have certain outstanding share-based awards with performance-based vesting conditions that require the achievement of certain Adjusted EBITDA and/or Net Sales targets as a condition of vesting. At each reporting period, we reassess the probability of achieving the performance criteria and the performance period required to meet those targets. When the probability of achieving such performance conditions changes, the compensation cost previously recorded is adjusted as needed. When such performance conditions are deemed to be improbable of achievement, the compensation cost previously recorded is reversed.
(b)Represents costs associated with the implementation of an ERP system.
(c)Represents fees associated with the Capped Call Transactions associated with our sale of Convertible Notes in 2023.
(d)Represents advisory fees related to shareholder activism defense engagement.
(e)Represents a true-up to transition costs related to the organization changes designed to support growth, including several changes in organizational structure designed to enhance capabilities and support long-term growth objectives.
Q4 & FY 2024 EARNINGS PRESENTATION1 Q4 & FY 2024 Earnings February 20, 2025
Q4 & FY 2024 EARNINGS PRESENTATION2 Q4 & FY 024 EAR INGS PR SEN ATION Forward Looking Statements & Non-GAAP Measures FORWARD-LOOKING STATEMENTS Certain statements in this presentation by Freshpet, Inc. (the “Company”) constitute “forward-looking” statements within the meaning of the Private Securities Litigation Reform Act of 1995 and are based on our current expectations and assumptions. These forward- looking statements, which include any statements related to the timing of new production capacity, capital spend, our long-term strategy, pace in achieving our goals, growth prospects, FY 2025 guidance and associated considerations and 2027 targets. Words such as "anticipate", "believe", "could", "estimate", "expect", "guidance", "intend", "may", "might", "outlook", "plan", "predict", "seek", "will", "would" and variations of such word and similar future or conditional expressions are intended to identify forward looking statements. Such statements are subject to risks and uncertainties that could cause actual results to differ materially from those discussed in the forward- looking statements including difficulties in construction, third party data presented accompanying such statements, and most prominently, the risks discussed under the heading “Risk Factors” in the Company's latest annual report on Form 10-K and 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 presentation. 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. NON-GAAP MEASURES Freshpet uses certain non-GAAP financial measures, including EBITDA, adjusted EBITDA, adjusted EBITDA as a % of net sales (adjusted EBITDA Margin), adjusted Gross Profit, adjusted Gross Profit as a % of net sales (adjusted Gross Margin), adjusted SG&A and adjusted SG&A as a % of net sales. These non-GAAP financial measures should be considered as supplements to GAAP reported measures, should not be considered replacements for, or superior to, GAAP measures and may not be comparable to similarly named measures used by other companies. Freshpet defines EBITDA as net income (loss) plus interest expense, income tax expense and depreciation and amortization expense, and adjusted EBITDA as EBITDA plus net income (loss) on equity method investment, non-cash share-based compensation, fees related to equity offerings of our common stock, implementation and other costs associated with the implementation of an ERP system, and other expenses, including loss on disposal of equipment, COVID-19 expenses and organization changes designed to support long-term growth objectives. Freshpet defines adjusted Gross Profit as gross profit before depreciation expense, COVID-19 expense and non-cash share- based compensation, and adjusted SG&A as SG&A expenses before depreciation and amortization expense, non-cash share-based compensation, gain (loss) on disposal of equipment, fees related to equity offerings of our common stock, implementation and other costs associated with the implementation of an ERP system, COVID-19 expense and organization changes designed to support long term growth objectives. 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. Non-GAAP financial measures are shown as supplemental disclosures in this presentation 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. adjusted EBITDA is also an important component of internal budgeting and setting management compensation. 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 2024. 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 costs 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.
Q4 & FY 2024 EARNINGS PRESENTATION3 Freshpet strengthens the bond between people and our pets so that we both live longer, healthier and happier lives while being kind to the planet.
Q4 & FY 2024 EARNINGS PRESENTATION4 Highlights
Q4 & FY 2024 EARNINGS PRESENTATION5 “Fiscal year 2024 was a breakout year for Freshpet. We continued to deliver the exceptional net sales growth investors have come to expect from Freshpet but also delivered very strong profit improvements… This strong performance also enables us to raise our long-term profit margin targets today to reflect the additional scale benefits we believe we can deliver as we transform the pet food category and nourish pets, people, and the planet.”
Q4 & FY 2024 EARNINGS PRESENTATION6 Source: Internal Data, Numerator for L52W ended 12/31/24 FINANCIAL RETAIL Q4 2024 FY 2024 FY 2024 Net Sales $262.7M $975.2M Household Penetration +17% Net Sales Growth YoY +22% +27% Buy Rate +6% Adjusted Gross Margin* 48.1% 46.5% Cubic Feet +12% Adjusted EBITDA $52.6M $161.8M Store Count +5% Adjusted EBITDA Margin* 20.0% 16.6% Total Distribution Points +18% Logistics Costs* 6.2% 6.0% Input Costs* 28.4% 29.7% Quality Costs* 2.7% 2.6% Operating Cash Flow $50.4M $154.3M *As a percent of net sales Q4 & FY 2024: Solid growth with scale advantages All comparisons to prior year period
Q4 & FY 2024 EARNINGS PRESENTATION7 Strong performance driven by key fundamentals: • Strong, consistent net sales growth • Volume-based growth of 26% in fiscal year 2024 • Household penetration growth of 17% and heaviest users growing even faster • Media spend continuing to drive household penetration at favorable costs • 740 basis point improvement across quality, input, and logistics costs in FY 2024 and exceeded previously provided 2027 targets • Reducing turnover and skilled production workforce were instrumental in creating sustainable operating leverage • Expanding capacity on-budget and on-time while improving margins • Strong fill rates (99%+ in Q4 2024) demonstrate effectiveness of disciplined growth strategy Strength of the Freshpet growth model Improved operational effectiveness Operating discipline to balance capacity and demand at a high growth rate Source: Internal data; Numerator Panel data for the 52-week periods ending 12/31/24
Q4 & FY 2024 EARNINGS PRESENTATION8 Long-term tailwinds supporting our growth: • Growing importance of pets in our lives; long-term trend we have seen for over a decade • Parents waiting longer to have kids, having less kids and getting pet instead • Consumers recognize quality for the price, not just price • Find value in a differentiated product • Heaviest users growing faster than total households Humanization of Pets Value
Q4 & FY 2024 EARNINGS PRESENTATION9 Vast runway for growth in a growing category 1. NIQ Total US Pet Food $ - OmniChannel by Category 52 Weeks Ended 12/28/24 2. NIQ MegaChannel 52 Weeks Ended 12/28/24, Gently Cooked Fresh/Frozen Branded Dog Food $54B U.S. pet food category1 $37B Dog food category1 3.4% Freshpet market share of dog food1 Freshpet market share of fresh/frozen in measured channels2 96%
Q4 & FY 2024 EARNINGS PRESENTATION10 7.3 8.6 9.9 11.6 13.5 2020 2021 2022 2023 2024 +17% +17% +15% +17% Continued growth in consumer franchise; added ~2m households YoY Source: Numerator Panel data for the 52-week periods ending 12/31/20, 12/31/21, 12/31/22, 12/31/23, and 12/31/24 Freshpet Household Penetration Growth (in millions) (52 weeks)
Q4 & FY 2024 EARNINGS PRESENTATION11 0.7 0.9 1.3 1.6 2.1 $426.00 $428.38 $453.95 $477.33 $473.85 415 435 455 475 495 515 0.0 0.5 1.0 1.5 2.0 2.5 2020 2021 2022 2023 2024 Freshpet sales are increasingly concentrated in our heaviest users– now called MVP’s* – and account for 69% of FY 2024 net sales Source: Numerator data for 52-week periods ending 12/31/20, 12/31/21, 12/31/22, 12/31/23, and 12/31/24 *Most Valuable Pet Parents % of total Freshpet households that are Ultra/SH 10% 11% 13% 14% 15% Freshpet Users who are Ultra/Super Heavy Buyers (in millions) Ultra/Super Heavy HHP Ultra/Super Heavy Buy Rate 69% of Freshpet sales
Q4 & FY 2024 EARNINGS PRESENTATION12 $71.72 $76.58 $90.71 $99.30 $104.89 2020 2021 2022 2023 2024 Converting toppers into main meal users will continue to increase buy rate Source: Numerator Panel data for the 52-week periods ending 12/31/20, 12/31/21, 12/31/22, 12/31/23, and 12/31/24 Freshpet Buy Rate (52 weeks) +6% +9% +18% +7%
Q4 & FY 2024 EARNINGS PRESENTATION13 Expanding depth and breadth: 22% of all stores have multiple fridges Source: Internal data for the period ending 12/31/24; *U.S. Fridges Freshpet Store Count Number of Fridges per Store* Second/Third Fridges 22% One Fridge 78% YOY +1,364 10,826 13,387 15,015 16,609 18,004 19,499 21,570 22,716 23,631 25,281 26,777 28,141 2013 2014 2015 2016 2017 2018 2019 2020 2021 2022 2023 2024
Q4 & FY 2024 EARNINGS PRESENTATION14 -150 bps FY 2024 -150 bps FY 2024 -440 bps FY 2024 Improved costs by 740 bps in FY 2024 across key focus areas Source: Internal Data; All comparisons to prior year period
Q4 & FY 2024 EARNINGS PRESENTATION15 Capacity Update Source: Internal Data Facility # Lines Today # Lines Projected Bethlehem Kitchen 6 7 Kitchen South 3 7 Ennis Kitchen 5 10+ Total 14 24+ Q4 & FY 2024 EARNINGS PRESENTATION Fifth roll line in Ennis installed and provides necessary roll capacity well into 2026 Kitchen South bag line install underway, startup expected later in 1Q 2025 New production technology for bag product commencing in Bethlehem – to be commissioned in 4Q 2025
Q4 & FY 2024 EARNINGS PRESENTATION16 Capital Efficiency Framework MORE OUT OF EXISTING LINES MORE OUT OF EXISTING SITES DEVELOP & IMPLEMENT NEW TECHNOLOGIES
Q4 & FY 2024 EARNINGS PRESENTATION17 Q4 2024 Results
Q4 & FY 2024 EARNINGS PRESENTATION18 Q4 results demonstrate strong growth in-line with our guidance $215.4 $262.7 Q4 2023 Q4 2024 +22% Q4 2024 Net Sales ($m) Q4 2024 Net Sales Bridge Source: Internal Data 21.7% 2.0% -1.7% 22.0% Measured Sales Growth Non-Measured Growth Trade Inventory Reduction Net Sales GrowthMeasured Sales Growth Non-Measured Sales Growth Trade Inventory Reduction Net Sales Growth
Q4 & FY 2024 EARNINGS PRESENTATION19 Broad based consumption growth across channels Source: NIQ consumption data, latest 13 weeks thru 12/28/24 and internal sales data Q4 2024 Consumption Growth ($) Consumption Growth Trends (volume in pounds) 22% 23% 20% 10% Total US Pet Retail Plus XAOC Food Pet Specialty 25% 31% 28% 26% 21% Q4 2023 Q1 2024 Q2 2024 Q3 2024 Q4 2024 UNMEASURED CHANNEL ADDED 2 PTS OF GROWTH
Q4 & FY 2024 EARNINGS PRESENTATION20 Q4 2024 delivered significant margin improvement Gross Margin (GAAP) 42.5%34.6% Q4 2024 Adj. Gross Margin % of net sales Q4 2024 Adj. EBITDA ($m) % of net sales 41.1% 48.1% Q4 2023 Q4 2024 $31.3 $52.6 Q4 2023 Q4 2024 14.5% 20.0% Net Income $15.3m $18.1m Source: Internal Data
Q4 & FY 2024 EARNINGS PRESENTATION21 33.9% 6.3% 3.6% 28.4% 6.2% 2.7% 33.5% 7.5% 2.9% Input Costs Logistics Quality 650 basis point improvement in Q4 2024; demonstrated our ability to deliver our previous FY 2027 margin targets Key Margin Improvement Targets & Progress Q4 2023 Q4 2024 Previous 2027 Target Source: Internal Data
Q4 & FY 2024 EARNINGS PRESENTATION22 FY 2024 Results
Q4 & FY 2024 EARNINGS PRESENTATION23 Strong FY 2024 results demonstrate volume-driven growth $766.9 $975.2 FY 2023 FY 2024 +27% FY 2024 Net Sales ($m) FY 2024 Net Sales Bridge Source: Internal Data 26% 1% 27% Volume Price/Mix Net Sales Growth
Q4 & FY 2024 EARNINGS PRESENTATION24 FY 2024 delivered significant margin improvement Gross Margin (GAAP) 40.6%32.7% FY 2024 Adj. Gross Margin % of net sales FY 2024 Adj. EBITDA ($m) % of net sales 40.0% 46.5% FY 2023 FY 2024 $66.6 $161.8 FY 2023 FY 2024 8.7% 16.6% Net Income (loss) ($33.6m) $46.9m Source: Internal Data
Q4 & FY 2024 EARNINGS PRESENTATION25 34.1% 7.5% 4.1% 29.7% 6.0% 2.6% 33.5% 7.5% 2.9% Input Costs Logistics Quality 740 basis point improvement in FY 2024; demonstrated our ability to deliver FY 2027 margin targets again Key Margin Improvement Targets & Progress FY 2023 FY 2024 Previous 2027 Target Source: Internal Data
Q4 & FY 2024 EARNINGS PRESENTATION26 Significant Adj. Gross Margin improvement YOY; ahead of our previous long- term target 40.0% 46.5% 45.0% FY 2023 FY 2024 Previous 2027 Target Adj. Gross Margin Progress vs. Previous 2027 Target Source: Internal Data
Q4 & FY 2024 EARNINGS PRESENTATION27 FY 2025 Guidance
Q4 & FY 2024 EARNINGS PRESENTATION28 FY 2025 Guidance Additional considerations: • Net Sales: Expect the sales growth rate to be slightly higher in the second half of 2025 • Adjusted Gross Margin: Expect modest expansion • Advertising Investment: Expect media as a percent of sales to be in- line with 2024 • Cash: Expect to end the year with $200M of cash and be free cash flow positive in 2026 FY 2025 Net Sales $1.18B – $1.21B Net Sales Growth YoY 21 – 24% Adjusted EBITDA >$210M Capital Expenditures ~$250M
Q4 & FY 2024 EARNINGS PRESENTATION29 Updated 2027 Targets Expand HH Penetration Increase Velocity Advertising & Innovation Expand Visibility & Availability Drive Efficiencies Build Organization Capability to Increase Effectiveness & Leverage Scale Expand Capacity 22% Adjusted EBITDA Margin Target (18% previously) $1.8 billion Net Sales Target 20 million Target Freshpet Households by 2027 Target 48% Adjusted Gross Margin Target (45% previously)
Q4 & FY 2024 EARNINGS PRESENTATION30 Capital Spending, Cash Flow & Liquidity
Q4 & FY 2024 EARNINGS PRESENTATION31 Significant improvement in operating cash flow YoY Capital Spending: • Key projects remain on-track and on-budget • 2024 spend of $187 million and estimated 2025 spending of $250 million due to the shift in spend and installation of new capacity across all three Kitchens Cash flow: • Generated $154.3 million of operating cash flow in 2024, a YoY improvement of $78.3 million driven by: • Adj. EBITDA growth • Working capital position • Expect to be free cash flow positive in 2026 Liquidity: • $268.6 million of cash-on-hand as of 12/31/24 and expect to end 2025 with $200 million in cash Operating Cash Flow ($m) $75.9 $154.3 FY 2023 FY 2024 Source: Internal Data
Q4 & FY 2024 EARNINGS PRESENTATION32 Appendix
Q4 & FY 2024 EARNINGS PRESENTATION33 Freshpet, Inc. and Subsidiaries Reconciliation between Gross Profit and Adjusted Gross Profit Three Months Ended December 31, Year Ended December 31, 2024 2023 2024 2023 (Dollars in thousands) Gross profit $ 111,600 $ 74,575 $ 395,956 $ 250,872 Depreciation expense 13,358 8,103 49,056 41,209 Non-cash share-based compensation 1,310 2,299 7,761 10,995 Loss on disposal of manufacturing equipment 5 3,547 696 3,547 Adjusted Gross Profit $ 126,273 $ 88,524 $ 453,469 $ 306,623 Adjusted Gross Profit as a % of Net Sales 48.1% 41.1% 46.5% 40.0% Source: Internal Data
Q4 & FY 2024 EARNINGS PRESENTATION34 Freshpet, Inc. and Subsidiaries Reconciliation between Net Income (loss) and Adjusted EBITDA a) Includes true-ups to share-based compensation expense compared to prior periods. We have certain outstanding share-based awards with performance-based vesting conditions that require the achievement of certain Adjusted EBITDA and/or Net Sales targets as a condition of vesting. At each reporting period, we reassess the probability of achieving the performance criteria and the performance period required to meet those targets. When the probability of achieving such performance conditions changes, the compensation cost previously recorded is adjusted as needed. When such performance conditions are deemed to be improbable of achievement, the compensation cost previously recorded is reversed. b) Represents costs associated with the implementation of an ERP system. c) Represents fees associated with the Capped Call Transactions associated with our sale of Convertible Notes in 2023. d) Represents advisory fees related to shareholder activism defense engagement. e) Represents a true-up to transition costs related to the organization changes designed to support growth, including several changes in organizational structure designed to enhance capabilities and support long-term growth objectives. Source: Internal Data Three Months Ended December 31, Year Ended December 31, 2024 2023 2024 2023 (Dollars in thousands) Net income (loss) $ 18,123 $ 15,289 $ 46,925 $ (33,614) Depreciation and amortization 19,138 12,351 70,803 57,058 Interest expense, net of interest income 760 (394) 335 1,069 Income tax expense 436 — 598 210 EBITDA $ 38,457 $ 27,246 $ 118,661 $ 24,723 Gain on equity investment $ — $ — $ (9,918) $ — Loss on disposal of property, plant and equipment 230 3,633 1,284 4,321 Non-cash share-based compensation (a) 13,946 (16) 51,807 24,936 Loss on equity method investment — — — 1,890 Enterprise Resource Planning (b) — 465 — 2,457 Capped Call Transactions fees (c) — — — 113 Shareholder activism defense engagement (d) — — — 8,177 Organization changes (e) — — — (67) Adjusted EBITDA $ 52,633 $ 31,328 $ 161,834 $ 66,550 Adjusted EBITDA as a % of Net Sales 20.0 % 14.5 % 16.6 % 8.7 %
Q4 & FY 2024 EARNINGS PRESENTATION35 Convertible Share Dilution Calculations at Maturity ▪ We have run share dilution calculations to compare outcomes for the 2028 convertible notes ▪ Freshpet has structured the convertible with Flexible Settlement, so we have the option to settle the convertible in shares, cash, or a combination at its option ▪ We have run convertible dilution calculations once using the most dilutive physical settlement method (i.e. Freshpet delivers all underlying shares upon conversion if the convertible is in-the-money) and again using net share settlement method (i.e. Freshpet delivers the $402.5mm principal amount in cash and any remaining in-the-money amount in shares under Treasury Stock method) Note: Based on Freshpet’s $402.5mm convertible offering, a $54.65 stock price at issue, a 27.5% conversion premium, and an up 120% capped call. (1) If the convertible is in-the-money, Freshpet can deliver full underlying shares at its option since it has chosen a Flexible Settlement Structure. (2) At stock prices below the conversion price, the convertible is redeemed for cash without any equity dilution. Physical Settlement (mm shares) (1,2) Net Share Settlement (mm shares) Stock Price at Maturity Convert Convert + Capped Call Convert Convert + Capped Call $100.00 5.8 4.0 1.8 0.0 $110.00 5.8 3.7 2.1 0.0 $120.00 5.8 3.4 2.4 0.0 $130.00 5.8 3.5 2.7 0.4 $140.00 5.8 3.7 2.9 0.8 $150.00 5.8 3.8 3.1 1.1 $160.00 5.8 4.0 3.3 1.4 $170.00 5.8 4.1 3.4 1.7 $180.00 5.8 4.2 3.5 1.9 $190.00 5.8 4.2 3.7 2.1 $200.00 5.8 4.3 3.8 2.3Source: Internal Data
Q4 & FY 2024 EARNINGS PRESENTATION36
Q4 & FY 2024 EARNINGS PRESENTATION37
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