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United States securities and exchange commission logo
May 16, 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
Filed March 1, 2022
File No. 001-36729
Dear Ms. Pomerantz:
We have limited our review of your filing to the financial
statements and related
disclosures and have the following comments. In some of our comments, we
may ask you to
provide us with information so we may better understand your disclosure.
Please respond to these comments 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
comments apply to your facts and circumstances, please tell us why in
your response.
After reviewing your
response to these comments, we may have additional comments.
Form 10-K for the Fiscal 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 non-GAAP
adjustments for "launch expenses" and "plant start-up
expenses." Considering
marketing costs, freight costs and "operating costs" of new
manufacturing lines
appear to represent normal, recurring, cash operating expenses
necessary to operate
your business, please remove these adjustments from future
filings. Refer to
Question 100.01 of the Non-GAAP Financial Measures Compliance and
Disclosure
Interpretations. If you believe these adjustments are in compliance with non-
GAAP rules, please
advise.
Note 1 - Summary of Significant Accounting Policies
Equity method investment, page 49
2. We note that you
acquired a 19% interest in a "privately held company" that you account
Heather Pomerantz
Freshpet, Inc.
May 16, 2022
Page 2
for using the equity method. Pursuant to ASC 323-10-50-3a., please
tell us and disclose
in future filings the name of the investee and how you exercise
significant influence over
the investee despite an ownership interest below 20%.
In closing, we remind you that the company and its management are
responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review,
comments, action or
absence of action by the staff.
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
May 16, 2022 Page 2 Office of
Manufacturing
FirstName LastName