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United States securities and exchange commission logo
July 21, 2022
Heather Pomerantz
Chief Financial Officer
Freshpet, Inc.
400 Plaza Drive, 1st Floor
Secaucus, New Jersey 07094
Re: Freshpet, Inc.
Form 10-K for the
Fiscal Year Ended December 31, 2021
Response dated July
15, 2022
File No. 001-36729
Dear Ms. Pomerantz:
We have reviewed your July 15, 2022 response to our comment
letter and have the
following comment. In our comment, we may ask you to provide us with
information so we may
better understand your disclosure.
Please respond to this comment within ten business days by
providing the requested
information or advise us as soon as possible when you will respond. If
you do not believe our
comment applies to your facts and circumstances, please tell us why in
your response.
After reviewing your response to this comment, we may have
additional
comments. Unless we note otherwise, our references to prior comments are
to comments in our
June 15, 2022 letter.
Form 10-K for the Year Ended December 31, 2021
Management's Discussion and Analysis of Financial Condition and Results
of Operations
Non-GAAP Financial Measures, page 33
1. We note your response
to comment 1. You have indicated that the non-GAAP adjustment
plant start-up costs
includes pre-opening and ramp-up costs, such as labor, overhead,
testing and disposal
costs, incurred in connection with the start-up of new manufacturing
lines before those
lines are fully operational. We have considered your responses
carefully and continue
to believe that your non-GAAP financial measures that exclude
plant start-up costs
are inconsistent with Rule 100(b) of Reg. G. Please revise
accordingly.
Heather Pomerantz
Freshpet, Inc.
July 21, 2022
Page 2
You may contact Heather Clark at 202-551-3624 or Andrew Blume at
202-551-3254 with
any questions.
FirstName LastNameHeather Pomerantz Sincerely,
Comapany NameFreshpet, Inc.
Division of Corporation
Finance
July 21, 2022 Page 2 Office of Manufacturing
FirstName LastName