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 4, 2024
(Exact name of Registrant as Specified in Its Charter)
(State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||||
| (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 | ||||||
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 4, 2024, Freshpet, Inc. (“Freshpet”) issued a press release disclosing its financial results for the quarter ended September 30, 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 8:00 a.m., Eastern Time, on Monday, November 4, 2024, to discuss its financial results for the quarter ended September 30, 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 November 4, 2024, 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 4, 2024 | By: | /s/ Todd Cunfer | ||||||
| Name: Todd Cunfer | ||||||||
| Title: Chief Financial Officer | ||||||||
Exhibit 99.1
Freshpet, Inc. Reports Third Quarter 2024 Financial Results
25th Consecutive Quarter of >25% Year on Year Net Sales Growth
Strong Operating Performance Drove Significant Margin Expansion & Cash Generation
Company Raises 2024 Net Sales and Adjusted EBITDA Guidance
Bedminster, N.J. – November 4, 2024 – Freshpet, Inc. (“Freshpet” or the “Company”) (Nasdaq: FRPT) today reported financial results for its third quarter ended September 30, 2024.
Third Quarter 2024 Financial Highlights Compared to Prior Year Period
•Net sales of $253.4 million, an increase of 26.3%.
•Net income of $11.9 million, compared to the prior year period net loss of $7.2 million.
•Gross margin of 40.4%, compared to the prior year period of 33.0%.
•Adjusted Gross Margin of 46.5%, compared to the prior year period of 40.2%.1
•Adjusted EBITDA of $43.5 million, compared to the prior year period of $23.2 million.1
•For the first nine months of 2024, net cash provided by operating activities of $103.9 million, compared to the prior year period of $39.0 million.
"Our third quarter results demonstrate the strength and consistency of both net sales and profitability growth we have been striving to deliver. We delivered our 25th consecutive quarter of >25% year on year net sales growth and matched that with a very strong operating performance. This further strengthens our confidence in our ability to meet or exceed our 2027 goals,” commented Billy Cyr, Freshpet’s Chief Executive Officer. “We are raising our net sales and Adjusted EBITDA guidance for 2024 to reflect this continued strong performance and our confidence in our ability to finish the year strongly and, as a result, create significant shareholder value in a way that serves pets, people, and the planet."
Third Quarter 2024
Net sales increased 26.3% to $253.4 million for the third quarter of 2024 compared to $200.6 million for the prior year period. The increase in net sales was primarily driven by volume gains of 26.1%.
Gross profit was $102.2 million, or 40.4% as a percentage of net sales, for the third quarter of 2024, compared to $66.3 million, or 33.0% 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 and reduced quality costs. For the third quarter of 2024, Adjusted Gross Profit was $117.7 million, or 46.5% as a percentage of net sales, compared to $80.6 million, or 40.2% as a percentage of net sales, for the prior year period.1
Selling, general and administrative expenses (“SG&A”) were $90.3 million for the third quarter of 2024 compared to $73.4 million for the prior year period. SG&A as a percentage of net sales decreased by 90 basis points to 35.7% for the third quarter of 2024 compared to 36.6% for the prior year period, primarily due to reduced logistics costs as a percentage of net sales and the non-recurring charges in the prior year, partially offset by increased media as a percentage of net sales, higher share-based compensation and increased variable compensation accrual. Adjusted SG&A for the third quarter of 2024 was $74.2 million, or 29.3% as a percentage of net sales, compared to $57.4 million, or 28.6% as a percentage of net sales, for the prior year period.1
Net income was $11.9 million for the third quarter of 2024 compared to net loss of $7.2 million for the prior year period. The increase in net income was due to contribution from higher sales, improved gross margin, and reduced logistics costs as a percentage of net sales, partially offset by increased SG&A expenses.
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.
1
Adjusted EBITDA was $43.5 million for the third quarter of 2024 compared to $23.2 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 expenses.
First Nine Months of 2024
Net sales increased 29.2% to $712.5 million for the first nine months of 2024 compared to $551.5 million for the prior year period. The increase in net sales was primarily driven by volume gains of 28.2%.
Gross profit was $284.4 million, or 39.9% as a percentage of net sales, for the first nine months of 2024, compared to $176.3 million, or 32.0% 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 and reduced quality costs. For the first nine months of 2024, Adjusted Gross Profit was $327.2 million, or 45.9% as a percentage of net sales, compared to $218.1 million, or 39.5% as a percentage of net sales, for the prior year period.1
Selling, general and administrative expenses (“SG&A”) were $265.7 million for the first nine months of 2024 compared to $221.6 million for the prior year period. SG&A as a percentage of net sales decreased by 290 basis points to 37.3% for the first nine months of 2024 compared to 40.2% for the prior year period, primarily due to reduced logistics costs and media as a percentage of net sales and the non-recurring charges in the prior year, partially offset by higher share-based compensation and increased variable compensation accrual. Adjusted SG&A for the first nine months of 2024 was $218.0 million, or 30.6% as a percentage of net sales, compared to $182.9 million, or 33.2% as a percentage of net sales, for the prior year period.1
Net income was $28.8 million for the first nine months of 2024 compared to a net loss of $48.9 million for the prior year period. 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 expenses.
Adjusted EBITDA was $109.2 million for the first nine months of 2024, compared to $35.2 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 expenses.
Balance Sheet
As of September 30, 2024, the Company had cash and cash equivalents of $274.6 million with $394.6 million of debt outstanding net of $7.9 million of unamortized debt issuance costs. For the nine months ended September 30, 2024, cash from operations was $103.9 million, an increase of $65.0 million compared to the prior year period.
The Company will utilize its balance sheet to support its ongoing capital needs in connection with its long-term capacity plan.
Outlook
For full year 2024, the Company is updating its guidance and now expects the following:
•Net sales of ~$975 million, an increase of ~27% from 2023, compared to at least $965 million in the previous guidance;
•Adjusted EBITDA of at least $155 million, compared to at least $140 million in the previous guidance; and
•Capital expenditures of ~$180 million, compared to ~$200 million in the previous guidance.
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.
2
Conference Call & Earnings Presentation Webcast Information
As previously announced, today, November 4, 2024, the Company will host a conference call beginning at 8:00 a.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 12:00 p.m. Eastern Time today through November 18, 2024. North American listeners may dial (844) 512-2921 and international listeners may dial (412) 317-6671; the passcode is 13749124.
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.
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 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, and advisory fees related to shareholder activism defense engagement.
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 plus loss on equity method investment, gain on equity 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, and advisory fees related to shareholder activism defense engagement.
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
4
FRESHPET, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited, in thousands, except per share data)
| September 30, 2024 | December 31, 2023 | ||||||||||
| ASSETS | |||||||||||
| CURRENT ASSETS: | |||||||||||
| Cash and cash equivalents | $ | 274,594 | $ | 296,871 | |||||||
| Accounts receivable, net of allowance for doubtful accounts | 65,015 | 56,754 | |||||||||
| Inventories, net | 72,791 | 63,238 | |||||||||
| Prepaid expenses | 5,768 | 7,615 | |||||||||
| Other current assets | 3,126 | 2,841 | |||||||||
| Total Current Assets | 421,294 | 427,319 | |||||||||
| Property, plant and equipment, net | 1,039,980 | 979,164 | |||||||||
| Deposits on equipment | 1,118 | 1,895 | |||||||||
| Operating lease right of use assets | 3,671 | 3,616 | |||||||||
| Long term investment in equity securities | 33,446 | 23,528 | |||||||||
| Other assets | 32,189 | 28,899 | |||||||||
| Total Assets | $ | 1,531,698 | $ | 1,464,421 | |||||||
| LIABILITIES AND STOCKHOLDERS' EQUITY | |||||||||||
| CURRENT LIABILITIES: | |||||||||||
| Accounts payable | $ | 35,481 | $ | 36,096 | |||||||
| Accrued expenses | 50,396 | 49,816 | |||||||||
| Current operating lease liabilities | 1,290 | 1,312 | |||||||||
| Current finance lease liabilities | 2,075 | 1,998 | |||||||||
| Total Current Liabilities | $ | 89,242 | $ | 89,222 | |||||||
| Convertible senior notes | 394,633 | 393,074 | |||||||||
| Long term operating lease liabilities | 2,556 | 2,591 | |||||||||
| Long term finance lease liabilities | 23,820 | 26,080 | |||||||||
| Total Liabilities | $ | 510,251 | $ | 510,967 | |||||||
| Commitments and contingencies | — | — | |||||||||
| STOCKHOLDERS' EQUITY: | |||||||||||
| Common stock — voting, $0.001 par value, 200,000 shares authorized, 48,551 issued and 48,537 outstanding on September 30, 2024, and 48,277 issued and 48,263 outstanding on December 31, 2023 | 48 | 48 | |||||||||
| Additional paid-in capital | 1,321,767 | 1,282,984 | |||||||||
| Accumulated deficit | (299,928) | (328,731) | |||||||||
| Accumulated other comprehensive loss | (184) | (591) | |||||||||
| Treasury stock, at cost — 14 shares on September 30, 2024 and on December 31, 2023 | (256) | (256) | |||||||||
| Total Stockholders' Equity | 1,021,447 | 953,454 | |||||||||
| Total Liabilities and Stockholders' Equity | $ | 1,531,698 | $ | 1,464,421 | |||||||
5
FRESHPET, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)
(Unaudited, in thousands, except per share data)
| For the Three Months Ended September 30, | For the Nine Months Ended September 30, | ||||||||||||||||||||||
| 2024 | 2023 | 2024 | 2023 | ||||||||||||||||||||
| NET SALES | $ | 253,367 | $ | 200,621 | $ | 712,469 | $ | 551,474 | |||||||||||||||
| COST OF GOODS SOLD | 151,120 | 134,328 | 428,112 | 375,177 | |||||||||||||||||||
| GROSS PROFIT | 102,247 | 66,293 | 284,357 | 176,297 | |||||||||||||||||||
| SELLING, GENERAL, AND ADMINISTRATIVE EXPENSES | 90,338 | 73,371 | 265,734 | 221,638 | |||||||||||||||||||
| INCOME (LOSS) FROM OPERATIONS | 11,909 | (7,078) | 18,623 | (45,341) | |||||||||||||||||||
| OTHER INCOME (EXPENSES): | |||||||||||||||||||||||
| Interest and Other Income, net | 2,963 | 4,130 | 9,158 | 9,185 | |||||||||||||||||||
| Interest Expense | (2,923) | (4,148) | (8,734) | (10,648) | |||||||||||||||||||
| Gain on Equity Investment | — | — | 9,918 | — | |||||||||||||||||||
| 40 | (18) | 10,342 | (1,463) | ||||||||||||||||||||
| INCOME (LOSS) BEFORE INCOME TAXES | 11,949 | (7,096) | 28,965 | (46,804) | |||||||||||||||||||
| INCOME TAX EXPENSE | 54 | 70 | 162 | 210 | |||||||||||||||||||
| LOSS ON EQUITY METHOD INVESTMENT | — | — | — | 1,890 | |||||||||||||||||||
| INCOME (LOSS) ATTRIBUTABLE TO COMMON STOCKHOLDERS | $ | 11,895 | $ | (7,166) | $ | 28,803 | $ | (48,904) | |||||||||||||||
| OTHER COMPREHENSIVE INCOME (LOSS): | |||||||||||||||||||||||
| Change in foreign currency translation | $ | 604 | $ | (296) | $ | 407 | $ | (2,329) | |||||||||||||||
| TOTAL OTHER COMPREHENSIVE INCOME (LOSS) | 604 | (296) | 407 | (2,329) | |||||||||||||||||||
| TOTAL COMPREHENSIVE INCOME (LOSS) | $ | 12,499 | $ | (7,462) | $ | 29,210 | $ | (51,233) | |||||||||||||||
| NET INCOME (LOSS) PER SHARE ATTRIBUTABLE TO COMMON STOCKHOLDERS | |||||||||||||||||||||||
| -BASIC | $ | 0.25 | $ | (0.15) | $ | 0.59 | $ | (1.02) | |||||||||||||||
| -DILUTED | $ | 0.24 | $ | (0.15) | $ | 0.57 | $ | (1.02) | |||||||||||||||
| WEIGHTED AVERAGE SHARES OF COMMON STOCK OUTSTANDING | |||||||||||||||||||||||
| -BASIC | 48,509 | 48,194 | 48,436 | 48,123 | |||||||||||||||||||
| -DILUTED | 50,282 | 48,194 | 50,203 | 48,123 | |||||||||||||||||||
6
FRESHPET, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
(Unaudited, in thousands)
| For the Nine Months Ended September 30, | |||||||||||
| 2024 | 2023 | ||||||||||
| CASH FLOWS FROM OPERATING ACTIVITIES: | |||||||||||
| Net income (loss) | $ | 28,803 | $ | (48,904) | |||||||
| Adjustments to reconcile net income (loss) to net cash flows provided by operating activities: | |||||||||||
| Provision for loss on accounts receivable | 15 | 9 | |||||||||
| Loss on disposal of property, plant and equipment | 1,054 | 688 | |||||||||
| Share-based compensation | 37,862 | 24,952 | |||||||||
| Inventory obsolescence | 732 | — | |||||||||
| Depreciation and amortization | 52,249 | 45,436 | |||||||||
| Write-off and amortization of deferred financing costs and loan discount | 1,559 | 3,548 | |||||||||
| Change in operating lease right of use asset | 1,045 | 1,175 | |||||||||
| Loss on equity method investment | — | 1,890 | |||||||||
| Gain on equity investment | (9,918) | — | |||||||||
| Changes in operating assets and liabilities: | |||||||||||
| Accounts receivable | (8,294) | 3,148 | |||||||||
| Inventories | (8,852) | (773) | |||||||||
| Prepaid expenses and other current assets | (803) | (696) | |||||||||
| Other assets | (1,540) | (3,495) | |||||||||
| Accounts payable | 8,839 | 2,300 | |||||||||
| Accrued expenses | 2,355 | 11,109 | |||||||||
| Operating lease liability | (1,187) | (1,419) | |||||||||
| Net cash flows provided by operating activities | 103,919 | 38,968 | |||||||||
| CASH FLOWS FROM INVESTING ACTIVITIES: | |||||||||||
| Purchase of short-term investments | — | (113,441) | |||||||||
| Proceeds from maturities of short-term investments | — | 113,441 | |||||||||
| Acquisitions of property, plant and equipment, software and deposits on equipment | (128,828) | (161,642) | |||||||||
| Net cash flows used in investing activities | (128,828) | (161,642) | |||||||||
| CASH FLOWS FROM FINANCING ACTIVITIES: | |||||||||||
| Proceeds from exercise of options to purchase common stock | 5,516 | 4,172 | |||||||||
| Tax withholdings related to net shares settlements of restricted stock units | (1,440) | (859) | |||||||||
| Purchase of capped call options | — | (66,211) | |||||||||
| Proceeds from issuance of convertible senior notes | — | 393,518 | |||||||||
| Debt issuance costs | — | (2,026) | |||||||||
| Principal payments under finance lease obligations | (1,444) | (548) | |||||||||
| Net cash flows provided by financing activities | 2,632 | 328,046 | |||||||||
| NET CHANGE IN CASH AND CASH EQUIVALENTS | (22,277) | 205,372 | |||||||||
| CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR | 296,871 | 132,735 | |||||||||
| CASH AND CASH EQUIVALENTS, END OF PERIOD | $ | 274,594 | $ | 338,107 | |||||||
7
FRESHPET, INC. AND SUBSIDIARIES
RECONCILIATION BETWEEN GROSS PROFIT AND ADJUSTED GROSS PROFIT
| For the Three Months Ended September 30, | For the Nine Months Ended September 30, | ||||||||||||||||||||||
| 2024 | 2023 | 2024 | 2023 | ||||||||||||||||||||
| (Dollars in thousands) | |||||||||||||||||||||||
| Gross profit | $ | 102,247 | $ | 66,293 | $ | 284,357 | $ | 176,297 | |||||||||||||||
| Depreciation expense | 13,197 | 11,767 | 35,698 | 33,106 | |||||||||||||||||||
| Non-cash share-based compensation | 1,610 | 2,579 | 6,451 | 8,696 | |||||||||||||||||||
| Loss on disposal of manufacturing equipment | 639 | — | 692 | — | |||||||||||||||||||
| Adjusted Gross Profit | $ | 117,693 | $ | 80,639 | $ | 327,198 | $ | 218,099 | |||||||||||||||
| Adjusted Gross Profit as a % of Net Sales | 46.5 | % | 40.2 | % | 45.9 | % | 39.5 | % | |||||||||||||||
8
FRESHPET, INC. AND SUBSIDIARIES
RECONCILIATION BETWEEN SG&A EXPENSES AND ADJUSTED SG&A EXPENSES
| For the Three Months Ended September 30, | For the Nine Months Ended September 30, | ||||||||||||||||||||||
| 2024 | 2023 | 2024 | 2023 | ||||||||||||||||||||
| (Dollars in thousands) | |||||||||||||||||||||||
| SG&A expenses | $ | 90,338 | $ | 73,371 | $ | 265,734 | $ | 221,638 | |||||||||||||||
| Depreciation and amortization expense | 5,512 | 4,452 | 15,967 | 12,043 | |||||||||||||||||||
| Non-cash share-based compensation (a) | 10,498 | 5,511 | 31,411 | 16,256 | |||||||||||||||||||
| Loss on disposal of equipment | 129 | 226 | 362 | 688 | |||||||||||||||||||
| Enterprise Resource Planning (b) | — | 212 | — | 1,550 | |||||||||||||||||||
| Capped Call Transactions fees (c) | — | — | — | 113 | |||||||||||||||||||
| Shareholder activism defense engagement (d) | — | 5,548 | — | 8,177 | |||||||||||||||||||
| Organization changes (e) | — | — | — | (67) | |||||||||||||||||||
| Adjusted SG&A Expenses | $ | 74,199 | $ | 57,422 | $ | 217,994 | $ | 182,878 | |||||||||||||||
| Adjusted SG&A Expenses as a % of Net Sales | 29.3 | % | 28.6 | % | 30.6 | % | 33.2 | % | |||||||||||||||
(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.
(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.
9
FRESHPET, INC. AND SUBSIDIARIES
RECONCILIATION BETWEEN NET INCOME (LOSS) AND ADJUSTED EBITDA
| For the Three Months Ended September 30, | For the Nine Months Ended September 30, | ||||||||||||||||||||||
| 2024 | 2023 | 2024 | 2023 | ||||||||||||||||||||
| (Dollars in thousands) | |||||||||||||||||||||||
| Net income (loss) | $ | 11,895 | $ | (7,166) | $ | 28,803 | $ | (48,904) | |||||||||||||||
| Depreciation and amortization | 18,709 | 16,219 | 51,665 | 45,149 | |||||||||||||||||||
| Interest income, net of interest expense | (40) | 18 | (424) | 1,463 | |||||||||||||||||||
| Income tax expense | 54 | 70 | 162 | 210 | |||||||||||||||||||
| EBITDA | 30,618 | 9,141 | 80,206 | (2,082) | |||||||||||||||||||
| Loss on equity method investment | — | — | — | 1,890 | |||||||||||||||||||
| Gain on equity investment | — | — | (9,918) | — | |||||||||||||||||||
| Loss on disposal of property, plant and equipment | 768 | 226 | 1,054 | 688 | |||||||||||||||||||
| Non-cash share-based compensation (a) | 12,108 | 8,090 | 37,862 | 24,952 | |||||||||||||||||||
| Enterprise Resource Planning (b) | — | 212 | — | 1,550 | |||||||||||||||||||
| Capped Call Transactions fees (c) | — | — | — | 113 | |||||||||||||||||||
| Shareholder activism defense engagement (d) | — | 5,548 | — | 8,177 | |||||||||||||||||||
| Organization changes (e) | — | — | — | (67) | |||||||||||||||||||
| Adjusted EBITDA | $ | 43,494 | $ | 23,217 | $ | 109,204 | $ | 35,221 | |||||||||||||||
| Adjusted EBITDA as a % of Net Sales | 17.2 | % | 11.6 | % | 15.3 | % | 6.4 | % | |||||||||||||||
(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.
(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.
10
Q3 2024 EARNINGS PRESENTATION1 Q3 2024 Earnings November 4, 2024
Q3 2024 EARNINGS PRESENTATION2 Q3 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 and adequacy of new production capacity, our long-term strategy, focus, 2027 goals, our pace in achieving these goals, growth prospects, FY 2024 guidance and associated considerations. 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.
Q3 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.
Q3 2024 EARNINGS PRESENTATION4 MAINSTREAM Expand the Freshpet consumer base MAIN MEAL Increase the percentage of consumers who are HIPPOHs* MORE PROFITABLE Create a sustainable business by improving our margin and increasing our capital efficiency *High profit pet owning households
Q3 2024 EARNINGS PRESENTATION5 Highlights
Q3 2024 EARNINGS PRESENTATION6 “We delivered our 25th consecutive quarter of >25% year-on-year net sales growth and matched that with a very strong operating performance.”
Q3 2024 EARNINGS PRESENTATION7 Source: Internal Data FINANCIAL RETAIL Q3 2024 YoY Change YoY Change Net Sales $253.4M +26% Household Penetration +17% Adjusted Gross Margin* 46.5% +630 bps Buy Rate +6% Adjusted EBITDA $43.5M +$20.2M Cubic Feet +9% Adjusted EBITDA Margin* 17.2% +560 bps Store Count +6% Logistics Costs* 5.6% -120 bps Total Distribution Points +22% Input Costs* 29.6% -450 bps Quality Costs* 2.1% -220 bps Operating Cash Flow $56.1M +$16.9M *As a percent of net sales Q3 2024: Robust growth and profitability improvement across each key metric
Q3 2024 EARNINGS PRESENTATION8 Strong performance driven by key fundamentals: • 25th consecutive quarter of >25% year-on-year net sales growth • Volume-based growth of 26% • Household penetration growth of 17% and HIPPOH growth of 24% • Media spend driving household penetration at favorable costs • 790 basis point improvement across quality, input, and logistics costs in Q3 2024 • Adjusted gross margin, input, quality and logistics costs all exceeded long-term targets in Q3 2024 • Focused training of production workforce instrumental in creating sustainable operating leverage • Expanding capacity on-budget and on-time while improving margins • Strong fill rates (99% in Q3 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 9/29/24
Q3 2024 EARNINGS PRESENTATION9 Long-term tailwinds supporting our growth: • Growing importance of pets in our lives • Long-term trend we have seen for over a decade • 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
Q3 2024 EARNINGS PRESENTATION10 Vast runway for growth in a growing category MAINSTREAM 1. NIQ Total US Pet Food $ - OmniChannel by Category 52 Weeks Ended 9/28/24 2. NIQ Pet Retail Plus 52 Weeks Ended 9/28/24, Gently Cooked Fresh/Frozen Branded Dog Food $54B U.S. pet food category1 $37B Dog food category1 3.2% Freshpet market share of dog food1 Freshpet market share of fresh/frozen in measured channels2 96%
Q3 2024 EARNINGS PRESENTATION11 7.2 8.0 9.7 11.0 12.9 2020 2021 2022 2023 2024 +14% +17% +21% +11% Continued growth in consumer franchise; added 1.9m+ households YoYMAINSTREAM Source: Numerator Panel data for the 52-week periods ending 10/4/20, 10/3/21, 10/2/22, 10/1/23, and 9/29/24 Freshpet Household Penetration Growth (in millions) (52 weeks)
Q3 2024 EARNINGS PRESENTATION12 2.1 2.5 3.2 4.0 5.0 $195.29 $207.64 $221.10 $238.08 $239.00 175 195 215 235 255 275 295 0.0 1.0 2.0 3.0 4.0 5.0 6.0 2020 2021 2022 2023 2024 Freshpet sales are increasingly concentrated in our heaviest users (HIPPOHs*) and account for 90% of Q3 2024 net sales Source: Numerator data for 52-week periods ending 10/4/20, 10/3/21, 10/2/22, 10/1/23, and 9/29/24 *High profit pet owning households MAIN MEAL % of total Freshpet households that are SH/H 29% 31% 33% 37% 39% Freshpet Users who are Super Heavy/Heavy Buyers (in millions) Super Heavy/Heavy HHP Super Heavy/Heavy Buy Rate 90% of Freshpet sales
Q3 2024 EARNINGS PRESENTATION13 $66.70 $75.92 $84.80 $98.07 $103.64 2020 2021 2022 2023 2024 MAIN MEAL Converting toppers into main meal users will continue to increase buy rate Source: Numerator Panel data for the 52-week periods ending 10/4/20, 10/3/21, 10/2/22, 10/1/23, and 9/29/24 Freshpet Buy Rate (52 weeks) +6% +16% +12% +14%
Q3 2024 EARNINGS PRESENTATION14 Expanding depth and breadth: 22% of all stores have multiple fridges Source: Internal data for the period ending 9/27/24; *U.S. Fridges Freshpet Store Count Number of Fridges per Store* Second/Third Fridges 22% One Fridge 78% YTD +1,061 10,826 13,387 15,015 16,609 18,004 19,499 21,570 22,716 23,631 25,281 26,777 27,838 2013 2014 2015 2016 2017 2018 2019 2020 2021 2022 2023 2Q 2024
Q3 2024 EARNINGS PRESENTATION15 MORE PROFITABLE Enhancing margins through improved operating performance and leveraging scale and efficiency Source: Internal Data 1. Excluding a $3.9 million true-up of non-cash share-based compensation based on multi-year share-based awards granted in fiscal year 2020, net income for Q3 2024 would have been $15.8 million. Q3 2024 Adj. Gross Margin % of net sales Q3 2024 Adj. EBITDA ($m) % of net sales 40.2% 46.5% Q3 2023 Q3 2024 $23.2 $43.5 Q3 2023 Q3 2024 11.6% 17.2% Gross Margin (GAAP) 40.4%33.0% Net Income (loss) ($7.2m) $11.9m1
Q3 2024 EARNINGS PRESENTATION16 -120 bps Q3 2024 -220 bps Q3 2024 -450 bps Q3 2024 Improved costs by 790 bps in Q3 2024 across key focus areasMORE PROFITABLE All comparisons to prior year period
Q3 2024 EARNINGS PRESENTATION17 Capacity Update Source: Internal Data Facility # Lines Today # Lines Projected Bethlehem Kitchen 6 7 Kitchen South 3 5+ Ennis Kitchen 4 10+ Total 13 22+ Q3 2024 EARNINGS PRESENTATION Fourth line in Ennis began production at the end of Q3 2024; Fifth line install underway (rolls) with commissioning in Q4 2024 – provides necessary roll capacity well into 2026 Kitchen South bag line install underway, startup expected in 1Q 2025 New production technology for bag product commencing in Bethlehem – to be commissioned in 2H 2025
Q3 2024 EARNINGS PRESENTATION18 Capital Efficiency Framework MORE OUT OF EXISTING LINES MORE OUT OF EXISTING SITES DEVELOP & IMPLEMENT NEW TECHNOLOGIES
Q3 2024 EARNINGS PRESENTATION19 Long-Term Strategy: Path to 2027 Expand HH Penetration Increase Velocity Advertising & Innovation Expand Visibility & Availability Drive Efficiencies Build Organization Capability to Increase Effectiveness & Leverage Scale Expand Capacity ~18% Adjusted EBITDA Margin (target) $1.8 billion Net Sales (target) 20 million Freshpet Households by 2027 (target)
Q3 2024 EARNINGS PRESENTATION20 Q3 2024 Results
Q3 2024 EARNINGS PRESENTATION21 Strong Q3 results demonstrate all volume-driven growth $200.6 $253.4 Q3 2023 Q3 2024 +26% Q3 2024 Net Sales ($m) Q3 2024 Net Sales Bridge Source: Internal Data 28% 0% 28% Volume Price/Mix Net Sales Growth 26% 26%
Q3 2024 EARNINGS PRESENTATION22 Consumption growth remains strong and has accelerated Source: NIQ consumption data, latest 13 weeks thru 10/5/24 and internal sales data Q3 2024 Consumption Growth ($) Consumption Growth Trends (volume in pounds) 23% 24% 22% 9% Total US Pet Retail Plus XAOC Food Pet Specialty 18% 23% 25% 31% 28% 26% Q2 2023 Q3 2023 Q4 2023 Q1 2024 Q2 2024 Q3 2024 PLUS >70% GROWTH IN UNMEASURED CHANNELS
Q3 2024 EARNINGS PRESENTATION23 Q3 2024 delivered significant margin improvement Gross Margin (GAAP) 40.4%33.0% Q3 2024 Adj. Gross Margin % of net sales Q3 2024 Adj. EBITDA ($m) % of net sales 40.2% 46.5% Q3 2023 Q3 2024 $23.2 $43.5 Q3 2023 Q3 2024 11.6% 17.2% Net Income (loss) ($7.2m) $11.9m1 Source: Internal Data 1. Excluding a $3.9 million true-up of non-cash share-based compensation based on multi-year share-based awards granted in fiscal year 2020, net income for Q3 2024 would have been $15.8 million.
Q3 2024 EARNINGS PRESENTATION24 34.1% 6.8% 4.3% 29.6% 5.6% 2.1% 33.5% 7.5% 2.9% Input Costs Logistics Quality 790 basis point improvement in Q3 2024; demonstrated our ability to deliver FY 2027 margin targets again Key Margin Improvement Targets & Progress Q3 2023 Q3 2024 2027 Target Source: Internal Data
Q3 2024 EARNINGS PRESENTATION25 Significant Adj. Gross Margin improvement YOY; ahead of our long-term target and now focused on consistent performance 40.2% 46.5% 45.0% Q3 2023 Q3 2024 2027 Target Adj. Gross Margin Progress vs. 2027 Targets Source: Internal Data
Q3 2024 EARNINGS PRESENTATION26 SG&A improvements tracking to long-term target; logistics is well ahead of plan and G&A will follow as we add scale Source: Internal Data Adj. SG&A Progress vs. Targets Q3 2023 Q3 2024 2027 Target SG&A (GAAP)35.7%36.6% 12.3% 9.5% 6.8% 28.6% 12.9% 10.8% 5.6% 29.3% 8.8% 9.0% 7.5% 25.3% Adj. SG&A Excluding Media & Logistics Media % Logistics % Total Adj. SG&A %
Q3 2024 EARNINGS PRESENTATION27 FY 2024 Guidance
Q3 2024 EARNINGS PRESENTATION28 Updated FY 2024 Guidance Additional considerations: • Net Sales: Raising guidance with improvements on production capacity; lower first half media investment will drive lower second half growth rate • Volume Cadence: Expect volume to be sequentially lower throughout the year to manage growth and cash with capacity • Adjusted Gross Margin: Expect improvement of +600 basis points year- over-year vs. +500 basis points previously • Advertising Investment: Expect media to grow in-line with sales for the year with ~50% growth vs YA in second half Previous Updated Net Sales >$965M ~$975M Net Sales Growth YoY >26% ~27% Adjusted EBITDA >$140M >$155M Capital Expenditures ~$200M ~$180M
Q3 2024 EARNINGS PRESENTATION29 Capital Spending, Cash Flow & Liquidity
Q3 2024 EARNINGS PRESENTATION30 Significant improvement in operating cash flow Capital Spending: • Key projects remain on-track and on-budget; estimated 2024 spending of ~$180 million • Once Ennis Phase II is completed this fall, we will have built adequate infrastructure/buildings to accommodate our next 5+ lines Cash flow: • Generated $103.9 million of operating cash flow YTD 2024, a YoY improvement of $64.9 million driven by: • Adj. EBITDA growth • Working capital position • Interest income is offsetting interest expense Liquidity: • $274.6 million of cash-on-hand as of 9/30/24 • Generating meaningful Adj. EBITDA which could be leveraged to provide increased liquidity in 2025, if necessary Operating Cash Flow ($m) $39.0 $103.9 YTD 2023 YTD 2024 Source: Internal Data
Q3 2024 EARNINGS PRESENTATION31 Appendix
Q3 2024 EARNINGS PRESENTATION32 Freshpet, Inc. and Subsidiaries Reconciliation between Gross Profit and Adjusted Gross Profit For the Three Months Ended September 30, For the Nine Months Ended September 30, 2024 2023 2024 2023 (Dollars in thousands) Gross profit $ 102,247 $ 66,293 $ 284,357 $ 176,297 Depreciation expense 13,197 11,767 35,698 33,106 Non-cash share-based compensation 1,610 2,579 6,451 8,696 Loss on disposal of manufacturing equipment 639 — 692 — Adjusted Gross Profit $ 117,693 $ 80,639 $ 327,198 $ 218,099 Adjusted Gross Profit as a % of Net Sales 46.5% 40.2% 45.9% 39.5%
Q3 2024 EARNINGS PRESENTATION33 Freshpet, Inc. and Subsidiaries Reconciliation between SG&A Expenses and Adjusted SG&A Expenses 1. 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. 2. Represents costs associated with the implementation of an ERP system. 3. Represents fees associated with the Capped Call Transactions. 4. Represents advisory fees related to shareholder activism defense engagement. 5. 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 For the Three Months Ended September 30, For the Nine Months Ended September 30, 2024 2023 2024 2023 (Dollars in thousands) SG&A expenses $ 90,338 $ 73,371 $ 265,734 $ 221,638 Depreciation and amortization expense 5,512 4,452 15,967 12,043 Non-cash share-based compensation (a) 10,498 5,511 31,411 16,256 Loss on disposal of equipment 129 226 362 688 Enterprise Resource Planning (b) — 212 — 1,550 Capped Call Transactions fees (c) — — — 113 Shareholder activism defense engagement (d) — 5,548 — 8,177 Organization changes (e) — — — (67) Adjusted SG&A Expenses $ 74,199 $ 57,422 $ 217,994 $ 182,878 Adjusted SG&A Expenses as a % of Net Sales 29.3% 28.6% 30.6% 33.2%
Q3 2024 EARNINGS PRESENTATION34 Freshpet, Inc. and Subsidiaries Reconciliation between Net Income (loss) and Adjusted EBITDA 1. 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. 2. Represents costs associated with the implementation of an ERP system. 3. Represents fees associated with the Capped Call Transactions. 4. Represents advisory fees related to shareholder activism defense engagement. 5. 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 For the Three Months Ended September 30, For the Nine Months Ended September 30, 2024 2023 2024 2023 (Dollars in thousands) Net income (loss) $ 11,895 $ (7,166) $ 28,803 $ (48,904) Depreciation and amortization 18,709 16,219 51,665 45,149 Interest income, net of interest expense (40) 18 (424) 1,463 Income tax expense 54 70 162 210 EBITDA 30,618 9,141 80,206 (2,082) Loss on equity method investment — — — 1,890 Gain on equity investment — — (9,918) — Loss on disposal of property, plant and equipment 768 226 1,054 688 Non-cash share-based compensation (a) 12,108 8,090 37,862 24,952 Enterprise Resource Planning (b) — 212 — 1,550 Capped Call Transactions fees (c) — — — 113 Shareholder activism defense engagement (d) — 5,548 — 8,177 Organization changes (e) — — — (67) Adjusted EBITDA $ 43,494 $ 23,217 $ 109,204 $ 35,221 Adjusted EBITDA as a % of Net Sales 17.2 % 11.6 % 15.3 % 6.4 %
Q3 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 $80.00 5.8 5.0 0.7 0.0 $90.00 5.8 4.5 1.3 0.0 $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
Q3 2024 EARNINGS PRESENTATION36
Q3 2024 EARNINGS PRESENTATION37