frpt-10q_20160630.htm

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Sections 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. x Yes ¨ No

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that registrant was required to submit and post such files.) x Yes ¨ No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). ¨ Yes x No

The number of shares of the registrant’s common stock, $0.001 par value per share, outstanding as of August 1, 2016 was 33,616,327.

This report contains forward-looking statements that are subject to risks and uncertainties. All statements other than statements of historical fact included in this report are forward-looking statements. Forward-looking statements discuss our current expectations and projections relating to our financial condition, results of operations, plans, objectives, future performance and business. You can identify forward-looking statements by the fact that they do not relate strictly to historical or current facts. These statements may include words such as “aim,” “anticipate,” “believe,” “estimate,” “expect,” “forecast,” “outlook,” “potential,” “project,” “projection,” “plan,” “intend,” “seek,” “may,” “could,” “would,” “will,” “should,” “can,” “can have,” “likely,” the negatives thereof and other words and terms of similar meaning in connection with any discussion of the timing or nature of future operating or financial performance or other events. They appear in a number of places throughout this report and include statements regarding our intentions, beliefs or current expectations concerning, among other things, our results of operations, financial condition, liquidity, prospects, growth, strategies and the industry in which we operate. All forward-looking statements are subject to risks and uncertainties that may cause actual results to differ materially from those that we expected, including:

While we believe that our assumptions are reasonable, we caution that it is very difficult to predict the impact of known factors, and it is impossible for us to anticipate all factors that could affect our actual results. All forward-looking statements are expressly qualified in their entirety by these cautionary statements. You should evaluate all forward-looking statements made in this report in the context of these risks and uncertainties.

	June 30, 2016			December 31, 2015
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	1,719,089		$	8,029,413
Short-term investments		—			3,250,000
Accounts receivable, net of allowance for doubtful accounts		8,226,216			7,030,719
Inventories, net		7,864,626			6,853,447
Prepaid expenses and other current assets		792,129			229,631
Total Current Assets		18,602,060			25,393,210
Property, plant and equipment, net		99,119,154			82,793,007
Deposits on equipment		2,959,216			3,243,519
Other assets		1,781,860			1,667,838
Total Assets	$	122,462,290		$	113,097,574
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable		7,397,999			6,668,643
Accrued expenses		4,960,313			2,274,557
Accrued warrants		232,489			204,314
Short-term borrowings under line of credit		8,000,000			—
Total Current Liabilities	$	20,590,801		$	9,147,514
Total Liabilities	$	20,590,801		$	9,147,514
STOCKHOLDERS' EQUITY:
Common stock — voting, $0.001 par value, 200,000,000 shares authorized, 33,573,804 and 33,536,940 issued and outstanding on June 30, 2016 and December 31, 2015, respectively		33,573			33,537
Additional paid-in capital		295,421,183			292,484,986
Accumulated deficit		(193,583,267	)		(188,568,463	)
Total Stockholders' Equity		101,871,489			103,950,060
Total Liabilities and Stockholders' Equity	$	122,462,290		$	113,097,574

	For the Three Months Ended						For the Six Months Ended
	June 30,						June 30,
	2016			2015			2016			2015
NET SALES	$	33,002,209		$	28,359,404		$	64,455,910		$	55,414,078
COST OF GOODS SOLD		18,090,405			14,699,240			34,656,218			28,500,895
GROSS PROFIT		14,911,804			13,660,164			29,799,692			26,913,183
SELLING, GENERAL, AND ADMINISTRATIVE EXPENSES		17,886,746			15,738,247			34,373,829			31,415,845
LOSS FROM OPERATIONS		(2,974,942	)		(2,078,083	)		(4,574,137	)		(4,502,662	)
OTHER EXPENSES:
Other Expenses, net		(93,768	)		(24,888	)		(134,637	)		(134,844	)
Interest Expense		(159,292	)		(110,679	)		(276,030	)		(148,218	)
		(253,060	)		(135,567	)		(410,667	)		(283,062	)
LOSS BEFORE INCOME TAXES		(3,228,002	)		(2,213,650	)		(4,984,804	)		(4,785,724	)
INCOME TAX EXPENSE		15,000			15,000			30,000			30,000
NET LOSS		(3,243,002	)		(2,228,650	)		(5,014,804	)		(4,815,724	)
NET LOSS ATTRIBUTABLE TO COMMON STOCKHOLDERS	$	(3,243,002	)	$	(2,228,650	)	$	(5,014,804	)	$	(4,815,724	)
NET LOSS PER SHARE ATTRIBUTABLE TO COMMON STOCKHOLDERS
-BASIC	$	(0.10	)	$	(0.07	)	$	(0.15	)	$	(0.14	)
-DILUTED	$	(0.10	)	$	(0.07	)	$	(0.15	)	$	(0.14	)
WEIGHTED AVERAGE SHARES OF COMMON STOCK OUTSTANDING USED IN COMPUTING NET LOSS PER SHARE ATTRIBUTABLE TO COMMON STOCKHOLDERS
-BASIC		33,554,395			33,484,997			33,545,837			33,477,415
-DILUTED		33,554,395			33,484,997			33,545,837			33,477,415

	For the Six Months Ended
	June 30,
		2016			2015
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(5,014,804	)	$	(4,815,724	)
Adjustments to reconcile net loss to net cash flows provided by operating activities:
Provision for losses on accounts receivable		10,403			24,001
Loss on disposal of equipment and deposits on equipment		158,612			80,679
Share based compensation		2,671,418			3,664,450
Fair value adjustment for outstanding warrants		28,175			70,163
Change in reserve for inventory obsolescence		128,112			(5,031	)
Depreciation and amortization		4,237,677			3,624,282
Amortization of deferred financing costs and loan discount		72,069			70,974
Changes in operating assets and liabilities
Accounts receivable		(1,205,900	)		(961,132	)
Inventories		(1,139,291	)		(492,074	)
Prepaid expenses and other current assets		(562,498	)		601,725
Other assets		(160,372	)		(44,947	)
Accounts payable		1,534,916			739,238
Accrued expenses		2,685,756			(497,140	)
Net cash flows provided by operating activities		3,444,273			2,059,464
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of short-term investments		—			(7,499,205	)
Proceeds from maturities of short-term investments		3,250,000			—
Acquisitions of property, plant and equipment, software and deposits on equipment		(21,248,425	)		(10,035,332	)
Acquisitions of land and building		—			(4,979,710	)
Proceeds from sale of equipment		10,672			—
Net cash flows used in investing activities		(17,987,753	)		(22,514,247	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Exercise of options to purchase common stock		233,156			242,456
Proceeds from borrowings under line of credit		8,000,000			—
Net cash flows provided by financing activities		8,233,156			242,456
NET CHANGE IN CASH AND CASH EQUIVALENTS		(6,310,324	)		(20,212,327	)
CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR		8,029,413			36,259,252
CASH AND CASH EQUIVALENTS, END OF PERIOD	$	1,719,089		$	16,046,925
SUPPLEMENTAL CASH FLOW INFORMATION:
Interest paid	$	131,302		$	99,744
NON-CASH INVESTING AND FINANCING ACTIVITIES:
Property, plant and equipment purchases in accounts payable	$	1,232,743		$	1,975,350

Note 1 – Nature of the Business and Summary of Significant Accounting Policies:

Nature of the Business – Freshpet, Inc. (hereafter referred to as “Freshpet” or the “Company”), a Delaware corporation, manufactures and markets natural fresh meals and treats for dogs and cats. The Company’s products are distributed throughout the United States, Canada, and other international test markets into major retail classes including Grocery and Mass (which includes club) as well as Pet Specialty and Natural retail.

Principles of Consolidation – The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the U.S. (“U.S. GAAP”). The financial statements include the accounts of the Company as well as the Company’s wholly-owned subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation.

Basis of Presentation – The accompanying consolidated balance sheet as of June 30, 2016, statements of operations and comprehensive loss for the three and six months ended June 30, 2016 and 2015, and statements of cash flows for the six months ended June 30, 2016 and 2015 are unaudited. The interim unaudited financial statements have been prepared on the same basis as the annual audited financial statements and in accordance with the rules and regulations of the United States Securities and Exchange Commission. In the opinion of management, the interim unaudited financial statements reflect all adjustments, which include only normal recurring adjustments, necessary for the fair statement of the Company’s financial position as of June 30, 2016, the results of its operations for the three and six months ended June 30, 2016 and 2015, and its cash flows for the six months ended June 30, 2016 and 2015. The financial data and other information disclosed in these notes related to the three and six months ended June 30, 2016 and 2015 are unaudited. The results for three and six months ended June 30, 2016 are not necessarily indicative of results to be expected for the year ending December 31, 2016, or any other interim periods, or any future year or period.

These consolidated financial statements should be read in conjunction with the audited consolidated financial statements and accompanying notes in Item 8 of Part II, “Financial Statements and Supplementary Data,” of our Annual Report on Form 10-K for the year ended December 31, 2015.

Estimates and Uncertainties – The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results, as determined at a later date, could differ from those estimates.

Reclassifications – Certain prior period amounts were reclassified to conform to the current year’s presentation.

In May 2014, the FASB issued ASU No. 2014-09, “Revenue from Contracts with Customers”, which requires an entity to recognize the amount of revenue to which it expects to be entitled for the transfer of promised goods or services to customers. The ASU will replace most existing revenue recognition guidance in U.S. GAAP when it becomes effective. In August 2015, the FASB amended the effective date of this ASU to fiscal years beginning after December 15, 2017, and early adoption is only permitted for fiscal years beginning after December 15, 2016. The standard permits the use of either the retrospective or cumulative effect transition method. The Company is evaluating the effect that ASU 2014-09 will have on its consolidated financial statements and related disclosures. The Company has not yet selected a transition method nor has it determined the effect of the standard on its ongoing financial reporting.

In April 2015, the FASB issued ASU 2015-03, “Interest—Imputation of Interest,” which requires that debt issuance cost be presented on the balance sheet as a direct deduction from the carrying amount of debt liability, consistent with debt discounts or premiums. This new guidance was adopted beginning January 1, 2016 and did not impact the Company’s consolidated financial statements other than presentation.

In July 2015, the FASB issued ASU 2015-11, “Simplifying the Measurement of Inventory,” which requires that an entity carry its inventory at lower of cost or net realizable value (which replaces “lower of cost or market”) if the first-in first-out (FIFO) or average cost methods are used. This new guidance is effective for the Company beginning after December 15, 2016. The effects of ASU 2015-11 will depend on future valuation of the Company’s inventory.

In November 2015, the FASB issued ASU 2015-17, “Balance Sheet Classification of Deferred Taxes,” which requires entities with a classified balance sheet to present all deferred tax assets and liabilities as noncurrent. The new guidance was adopted beginning January 1, 2016. The effects of ASU 2015-17 will change retrospectively how deferred tax assets and liabilities are classified within the balance sheet and notes thereto. Due to the Company’s full valuation allowance, deferred tax assets and liabilities have not been disclosed within the consolidated balance sheet.

In February 2016, the FASB issued ASU 2016-02, "Leases,” which requires lessees to recognize the assets and liabilities that arise from leases on the balance sheet. A lessee should recognize in the statement of financial position a liability to make lease payments (the lease liability) and a right-of-use asset representing its right to use the underlying asset for the lease term. The new guidance is effective for financial statements issued for fiscal years beginning after December 15, 2018, and interim periods within those fiscal years. The amendments should be applied at the beginning of the earliest period presented using a modified retrospective approach with earlier application permitted as of the beginning of an interim or annual reporting period. The Company is currently evaluating the effects adoption of this guidance will have on its consolidated financial statements and financial statement disclosures.

In March 2016, the FASB issued ASU 2016-08, “Principal versus Agent Considerations,” which clarifies the implementation of guidance on principal versus agent considerations. The effective date and transition requirements for the amendments in this update are the same as the effective date and transition requirements under update 2014-09. The Company is currently assessing the impact of ASU 2016-08 on its consolidated financial statements.

In March 2016, the FASB issued ASU 2016-09, “Improvements to Employee Share-Based Payment Accounting,” which simplifies several aspects of the accounting for share-based payment transactions including the income tax consequences, classification of awards as either equity or liabilities, and classification on the statement of cash flows. The Company has elected to early adopt this amendment in the second quarter of 2016. The Company has elected to account for forfeitures when they occur rather than estimating the number of awards that are expected to vest. The impact to the Company’s Consolidated Statements of Operations and Comprehensive Loss was not material. The amendments related to excess tax benefits are not material due to the Company’s net operating losses.

	June 30, 2016			December 31, 2015
Refrigeration Equipment	$	58,067,264		$	55,020,179
Machinery and Equipment		21,417,697			21,324,085
Building, Land, and Improvements		17,671,397			15,205,494
Furniture and Office Equipment		2,742,492			2,287,396
Automotive Equipment		317,615			317,292
Leasehold Improvements		141,726			140,672
Construction in Progress		32,872,634			19,388,195
		133,230,825			113,683,313
Less: Accumulated Depreciation and Amortization		(34,111,671	)		(30,890,306	)
	$	99,119,154		$	82,793,007

Depreciation expense related to property, plant and equipment totaled $2,127,220 and $4,161,502 for the three and six months ended June 30, 2016, of which $740,099 and $1,418,777 was recorded to cost of goods sold for the three and six months ended June 30, 2016, with the remainder of depreciation and amortization expense recorded to selling, general and administrative expense.

Depreciation expense related to property, plant and equipment totaled $1,840,270 and $3,567,245 for the three and six months ended June 30, 2015, of which $632,476 and $1,251,730 was recorded to cost of goods sold for the three and six months ended June 30, 2015, with the remainder of depreciation and amortization expense recorded to selling, general and administrative expense.

Due to the continued growth of the Company’s fresh pet food sales, the company has undertaken a capital expansion project at its Freshpet Kitchens manufacturing facility to expand plant capacity and increase distribution. The Company invested $15.3 million during the first half of 2016. We expect to spend an additional approximately $2.5 million to complete the project on time and on budget by the end of the third quarter.

	June 30, 2016		December 31, 2015
Accrued Compensation	$	1,091,718	$	451,819
Accrued Leadership Transition Expense (1)		1,181,565		—
Accrued Chiller Cost		993,685		559,957
Accrued Freight		351,690		337,233
Accrued Marketing		305,577		231,353
Accrued Insurance		284,561		218,134
Accrued Sales and Use Tax		45,886		45,886
Other Accrued Expenses		705,631		430,175
	$	4,960,313	$	2,274,557

(1) Accrued Leadership Transition Costs represent costs detailed within our former Chief Executive Officer’s separation agreement as well as incremental costs association with leadership transition.

On November 13, 2014, the Company entered into senior secured credit facilities (the “Debt Refinancing”) comprised of a 5-year $18.0 million term facility (the “Term Facility”), a 3-year $10.0 million revolving facility (the “Revolving Facility”) and

a $12.0 million additional term loan commitment earmarked primarily for capital expenditures (the “Capex Commitments” and together with the Term Facility and Revolving Facility, the “Credit Facilities” and such loan agreement, the “Loan Agreement”).

On December 23, 2014, the Company repaid the outstanding $18.0 million and modified the terms of the $40.0 million Credit Facilities. The $18.0 million term facility was extinguished, the 3-year $10.0 million Revolving Facility remained unchanged, and the $12.0 million term loan commitment earmarked for capital expenditures was increased to $30.0 million.

Any drawn Capex Commitments will mature on the fifth anniversary of the execution of the Loan Agreement. Any undrawn Capex Commitments will expire on the third anniversary of the execution of the agreement. Under the terms of the Loan Agreement, the commitments for the Revolving Facility may be increased up to $20.0 million subject to certain conditions.

The Loan Agreement provides for the maintenance of various covenants, including financial covenants, and includes events of default that are customary for facilities of this type. As of June 30, 2016, the Company was in compliance with all the covenants in the Loan Agreement and had $8.0 million in debt outstanding under the Credit Facilities. Accrued interest on the $8.0 million revolver totaled $0.1 million as of June 30, 2016. There was no accrued interest as of December 31, 2015. Interest expense and fees totaled $0.1 million and $0.2 million for the three and six months ended June 30, 2016, respectively. There was no interest expense recorded for the three and six months ended June 30, 2015.

Total compensation cost for share-based payments recognized for the three months ended June 30, 2016 and 2015 was $1,684,390 and $1,832,141, respectively. Total compensation cost for share-based payments recognized for the six months ended June 30, 2016 and 2015 was $2,703,078 and $3,719,961, respectively.

2006 Stock Plan—In December 2006, the Company approved the 2006 Stock Plan (the “2006 Plan”) under which options to purchase approximately 624,223 shares of the Company’s common stock were granted to employees and affiliates of the Company. These options vest over 5 years. Certain option awards provide for accelerated vesting if there is a change in control (as defined in the 2006 Plan). At June 30, 2016, there were zero shares available for grant as the plan is frozen.

2010 Stock Plan—In December 2010, the Company approved the 2010 Stock Plan (the “2010 Plan”) under which options to purchase approximately 2,146,320 shares of the Company’s common stock were granted to employees and affiliates of the Company (in 2012, the 2010 Plan was amended to allow for the granting of approximately 2,220,280 options to purchase shares of the Company’s common stock). These options are either time-based (vest over 4 years), performance-based (vest when performance targets are met, as defined in the stock option grant agreement), or vest at the occurrence of an exit event which is defined as a Change of Control in the Company or an initial public offering, as defined in the stock grant agreement. At June 30, 2016, there were zero shares available for grant as the plan is frozen.

2014 Omnibus Incentive Plan—In November 2014, the Company approved the 2014 Omnibus Incentive Plan (the “2014 Plan”) under which 1,479,200 shares of common stock may be issued or used for reference purposes as awards granted under the 2014 Plan. These awards may be in the form of stock options, stock appreciation rights, restricted stock, as well as other stock-based and cash-based awards. As of June 30, 2016, the awards granted were either time-based (cliff vest over 3 years), performance-based (vest when performance targets are met, as defined in the stock option grant agreement), or restricted stock units (employee RSUs cliff vest over 3 years and non-employee director RSUs cliff vest over 1 year).

At June 30, 2016, there were 371,425 shares of common stock available to be issued or used for reference purposes under the 2014 Plan.

The following table includes activity related to outstanding service period stock options during the six months ended June 30, 2016.

The following table includes activity related to outstanding performance-vested stock options during the six months ended June 30, 2016.

(1) As of June 30, 2016, 117,759 performance-vested stock options at a weighted average exercise price of $9.05 have performance metrics that are probable of achievement. These shares are included in share-based compensation costs for the three and six months ended June 30, 2016.

The following table includes activity related to outstanding restricted stock units during the six months ended June 30, 2016.

Basic net loss per share of common stock is calculated by dividing net loss attributable to common stockholders by the weighted-average number of shares of common stock outstanding for the period. Diluted net loss per share of common stock is computed by giving effect to all potentially dilutive securities. Diluted net loss per share of common stock is the

same as basic net loss per share of common stock, due to the fact that potentially dilutive securities would have an antidilutive effect as the Company incurred a net loss for the three and six months ended June 30, 2016 and June 30, 2015.

The potentially dilutive securities excluded from the determination of diluted loss per share, as their effect is antidilutive, are as follows:

	Three Months Ended				Six Months Ended
	June 30,				June 30,
	2016		2015		2016		2015
Service Period Stock Options		2,149,748		2,004,957		2,063,021		2,011,236
Restricted Stock Units		59,022		—		29,511		—
Warrants		61,117		61,117		61,117		61,117
Total		2,269,887		2,066,074		2,153,649		2,072,353

For the three and six months ended June 30, 2016 and 2015, there were no adjustments between net loss and net loss attributable to common stockholders.

Payments of $1,606,521 and $3,181,895 for the three and six months ended June 30, 2016, and $1,405,293 and $2,885,482 for the three and six months ended June 30, 2015, were made to one stockholder for the purchase of raw materials. We believe that all payments made to the shareholder are at market value and thus at arms-length.

Concentration of Credit Risk—The Company maintains its cash balances in financial institutions which are insured by the Federal Deposit Insurance Corporation (“FDIC”) up to $250,000 each. At times, such balances may be in excess of the FDIC insurance limit.

Major Customers—For the three months ended June 30, 2016 and 2015, net sales to one of our distributors, which sells directly to three of our customers, accounted for 22% of our net sales. For the three months ended June 30, 2016, no customer accounted for more than 10% of our net sales, while one customer accounted for more than 10% of our net sales during the same period in 2015.

For the six months ended June 30, 2016 and 2015, net sales to one of our distributors which sells directly to three of our customers, accounted for 21% of our net sales. For the six months ended June 30, 2016 no customer accounted for more than 10% of our net sales, while for the same period in 2015, one customer accounted for 11% of our net sales.

Major Suppliers—The Company purchased approximately 22% of its raw materials from one vendor during the three and six months ended June 30, 2016, and approximately 48% and 49% from three vendors during the three and six months ended June 30, 2015. Each of the respective vendors was over 10% of our purchased raw materials during the respective period.

The Company purchased approximately 87% and 79% of its packaging material from three vendors during the three and six months ended June 30, 2016, and 68% and 71% of its packaging material from three vendors during the three and six months ended June 30, 2015. Each of the respective vendors was over 10% of our purchased packaging material during the respective period.

The Company also purchased approximately 86% and 87% of its treats finished goods from four vendors for the three and six months ended June 30, 2016, and approximately 97% and 95% from three vendors for the three and six months ended June 30, 2015. Each of the respective vendors was over 10% of our purchased treats finished goods during the respective period.

Net Sales By Class of Retailer – The following table sets forth net sales by class of retailer:

The Company evaluates events that have occurred after the balance sheet date but before the financial statements are issued. Based upon the evaluation, the Company did not identify any recognized or unrecognized subsequent events that have required adjustment or disclosure in the financial statements.

In July 2016, the Company drew an additional $2.0 million under its Credit Facilities.

Item 2. Management’s Discussion and Analysis of Financial Conditions and Results of Operations

The following discussion summarizes the significant factors affecting our consolidated operating results, financial condition, liquidity and cash flows as of and for the periods presented below. The following discussion and analysis should be read in conjunction with the accompanying unaudited consolidated financial statements and related notes in Item 1 and with the audited consolidated financial statements and the related notes included in our Annual Report on Form 10-K.

In addition to historical information, this discussion and analysis contains forward-looking statements based on current expectations that involve risks, uncertainties and assumptions, such as our plans, objectives, expectations, and intentions set forth under the sections entitled "Forward-Looking Statements" in this report and "Risk Factors" in our Annual Report on Form 10-K. Our actual results and the timing of events may differ materially from those anticipated in these forward-looking statements as a result of various factors, including those set forth in the section entitled "Risk Factors" in our Annual Report on Form 10-K.

We started Freshpet with a single-minded mission to bring the power of real, fresh food to our dogs and cats. We were inspired by the rapidly growing view among pet owners that their dogs and cats are a part of their family, leading them to demand healthier pet food choices. Over the last ten years, we have created a comprehensive business model to deliver wholesome pet food that “pet parents” can trust, and in the process we believe we have become one of the fastest growing pet food companies in North America. Our business model is difficult for others to replicate and we see significant opportunity for future growth by leveraging the unique elements of our business, including our brand, our product know-how, our Freshpet Kitchens, our refrigerated distribution, our Freshpet Fridge and our culture.

Due to our continued growth, we have undertaken a capital expansion project at our Freshpet Kitchens manufacturing facility to expand our plant capacity and increase sales. During the first half of 2016, we invested $15.3 million of capital expenditures. We expect to spend an additional approximately $2.5 million to complete the project on time and on budget by the end of the third quarter. We believe the expansion will increase our production capacity at our Freshpet Kitchens by at least 130%. In order to fund the expansion, we borrowed $8.0 million of our $40.0 million revolver in the second quarter. In July 2016, the Company drew an additional $2.0 million under its Credit Facilities. We expect to repay this indebtedness by the first half of fiscal 2017.

Our net sales are derived from the sale of pet food to our customers, who purchase either directly from us or through third party distributors. Our products are sold to consumers through a fast-growing network of company-owned branded refrigerators, known as Freshpet Fridges, located in our customers’ stores. We continue to roll out Freshpet Fridges across leading retailers across North America and have installed Freshpet Fridges in over 15,700 retail stores as of June 30, 2016. All of our products are sold under the Freshpet brand name, with ingredients, packaging and labeling customized by class of retail. Sales are recorded net of discounts, slotting, returns and promotional allowances.

We believe that as a result of the above key factors, we will continue to penetrate the pet food marketplace and increase our share of the pet food category.

Our gross profit is net of costs of goods sold, which include the costs of product manufacturing, product ingredients, packaging materials, spoils, and inbound freight. As discussed above, we have also undertaken a capital expansion project at our Freshpet Kitchens facility that we believe will further increase our production capacity by at least 130%. Over time, growing capacity utilization of our new facility will allow us to leverage fixed costs and thereby expand our gross profit margins.

Our gross profit margins are also impacted by the cost of ingredients and packaging materials. We expect to mitigate any adverse movement in input costs through a combination of cost management and price increases.

Outbound freight. Prior to the second quarter of 2016, outbound freight from our Freshpet Kitchens was managed by a national third party refrigerated and frozen human food manufacturer. As of June 30, 2016, we have transitioned to a new logistics provider. We expect our new third party logistics provider’s infrastructure to result in cost efficiencies in logistics. Additionally, we sell through third-party distributors for the grocery, mass, club, pet specialty and natural classes in the United States and Canada.

Marketing & advertising. Our marketing and advertising expenses primarily consist of national television media, digital marketing, social media, and grass roots marketing to drive brand awareness. These expenses may vary from quarter to quarter depending on the timing of our marketing and advertising campaigns. We expect our marketing & advertising costs to decrease as a percentage of net sales as we leverage national advertising spend across a growing network of Freshpet Fridges.

Freshpet Fridge operating costs. Freshpet Fridge operating costs consist of repair costs, and depreciation. The purchase and installation costs for new Freshpet Fridges are capitalized and depreciated over the estimated useful life. All new refrigerators are covered by a manufacturer warranty for one to three years. We subsequently incur maintenance and freight costs for repairs and refurbishments handled by third-party service providers.

Research & development. Research and development costs consist of expenses to develop and test new products. The cost are expensed as incurred.

Brokerage. We utilize third-party brokers to assist with monitoring our products at the point-of-sale as well as representing us at headquarters for various customers. These brokers visit our retail customers’ store locations and ensure items are stocked, and maintain Freshpet Fridge appearance.

Other general & administrative costs. Other general and administrative costs include non-plant personnel salaries and benefits, as well as corporate general & administrative costs.

Selling, general and administrative costs. Selling, general & administrative (“SG&A”) costs as a percentage of net sales have decreased from 62.7% in the year ended 2013 to 55.7% in the year ended 2014 and to 50.2% in the year ended 2015. SG&A costs as a percentage of net sales decreased from 56.7% in the six months ended June 30, 2015 to 53.3% in the six months ended June 30, 2016. We expect our SG&A expenses to continue to decrease as a percentage of net sales as we continue to expand our distribution footprint and grow our net sales.

We had federal net operating loss (“NOL”) carry forwards of approximately $158.0 million as of December 31, 2015, which expire between 2025 and 2035. We may be subject to certain limitations in our annual utilization of net operating loss carry forwards to off-set future taxable income pursuant to Section 382 of the Internal Revenue Code, which could result in NOLs expiring unused. At December 31, 2015, we had approximately $128.6 million of state NOLs, which expire between 2016 and 2035. At December 31, 2015, we had a full valuation allowance against our deferred tax assets as the realization of such assets was not considered more likely than not.

	Three Months Ended June 30,												Six Months Ended June 30,
	2016						2015						2016						2015
Consolidated Statements of Operations Data	Amount			% of Net Sales			Amount			% of Net Sales			Amount			% of Net Sales			Amount			% of Net Sales

Net sales	$	33,002			100	%	$	28,359			100	%	$	64,456			100	%	$	55,414			100	%
Cost of goods sold		18,090			55			14,699			52			34,656			54			28,501			51
Gross profit		14,912			45			13,660			48			29,800			46			26,913			49
Selling, general and administrative expenses		17,887			54			15,738			55			34,374			53			31,416			57
Loss from operations		(2,975	)		(9	)		(2,078	)		(7	)		(4,574	)		(7	)		(4,503	)		(8	)
Other expenses:
Other expenses, net		(94	)		(0	)		(25	)		(0	)		(135	)		(0	)		(135	)		(0	)
Interest expense		(159	)		(0	)		(111	)		(0	)		(276	)		(0	)		(148	)		(0	)
Loss before income taxes		(3,228	)		(10	)		(2,214	)		(8	)		(4,985	)		(8	)		(4,786	)		(9	)
Income tax expense		15			0			15			0			30			0			30			0
Net loss	$	(3,243	)		(10	)%	$	(2,229	)		(8	)%	$	(5,015	)		(8	)%	$	(4,816	)		(9	)%

	Three Months Ended June 30,
	2016							2015
	Amount		% of Net Sales			Store Count		Amount		% of Net Sales			Store Count
	(Dollars in thousands)
Grocery, Mass and Club* (1)	$	25,878		78	%		11,085	$	21,630		76	%		10,036
Pet Specialty, Natural and Other (2)		7,124		22			4,710		6,730		24			4,318
Net Sales	$	33,002		100	%		15,795	$	28,360		100	%		14,354

(1)Stores at June 30, 2016 and June 30, 2015 consisted of 7,343 and 6,558 grocery and 3,742 and 3,478 mass, respectively.

(2)Stores at June 30, 2016 and June 30, 2015 consisted of 4,412 and 4,055 pet specialty and 298 and 263 natural, respectively.

* Includes sales from Freshpet Baked product of $1.2 million and $1.0 million, or 3.7% and 3.5% of total net sales, for the three months ended June 30, 2016 and 2015, respectively.

Net sales increased $4.6 million, or 16%, to $33.0 million for the three months ended June 30, 2016 as compared to the same period in the prior year. The increase in net sales was driven by increased velocity. The Company also experienced an increase of Freshpet Fridge store locations, which grew by 10.0% from 14,354 as of June 30, 2015 to 15,795 as of June 30, 2016.

Gross profit increased $1.3 million, or 9%, to $14.9 million for the three months ended June 30, 2016 as compared to the same period in the prior year. The increase in gross profit was primarily driven by higher net sales. The increase in gross profit was partially offset by manufacturing throughput constraints associated with new product innovation, selling mix, as well as $0.4 million of non-capitalizable start-up costs associated with the construction of the Freshpet Kitchens expansion.

Our gross profit margin of 45% for the three months ended June 30, 2016 decreased 298 basis points compared to the same period in the prior year. Start-up costs associated with the expansion of the Company’s Freshpet Kitchens reduced gross margin by approximately 130 basis points in the second quarter of 2016. The remaining decrease was attributable to our new product introductions and selling mix. Our new product introductions have historically started with lower gross profit margins and increased over time. Generally we have been able to optimize the production of our new product introductions over time as they are incorporated into our core Freshpet recipes. As a result, we expect our gross profit margin to increase as we realize efficiencies of scale, with increased sales volume of our current core and new product introductions, and cost benefits from our increased plant capacity.

Selling, general and administrative expenses increased $2.1 million, or 14%, to $17.9 million for the three months ended June 30, 2016 as compared to the same period in the prior year. Key components of the dollar increase include additional outbound freight costs of $0.1 million due to increased volume and sales, higher advertising expenses of $0.4 million, higher depreciation of $0.2 million, additional non-recurring costs of $1.0 million, and incremental operating expenses of $0.5 million, offset by lower share-based compensation expense of $0.1 million. The increased operating expenses were primarily due to new hires, increased employee benefit costs, and increased refrigerator repairs due to our growing Freshpet Fridge network.

As a percentage of net sales, selling, general and administrative expenses decreased to 54% for the three months ended June 30, 2016 from 55% for the three months ended June 30, 2015. After adjusting $1.6 million and $1.7 million for non-cash items related to share-based compensation in the second quarter of 2016 and 2015, respectively, $1.6 million of leadership transition expenses in the second quarter of 2016, and $0.6 million of costs associated with the secondary offering in the second quarter of 2015, Adjusted SG&A, which is a non-GAAP financial measure used by the Company that makes certain adjustments to SG&A calculated under GAAP, decreased as a percentage of net sales to 45% in the second quarter of 2016 compared to 47% of net sales in the second quarter of 2015.

Loss from operations increased $0.9 million, or 43%, to $3.0 million for the three months ended June 30, 2016 as compared to the same period in the prior year as a result of the factors mentioned above.

For the three months ended June 30, 2016, interest expense was $0.2 million, which related to fees and interest expense on our short-term borrowings of our 3-year $10.0 million Revolving Facility and $30.0 million term loan commitment earmarked for capital expenditures. Interest expense for the three months ended June 30, 2015 was $0.1 million.

Other expenses, net, did not fluctuate significantly in the three months ended June 30, 2016 compared to the same period in the prior year.

Net loss increased $1.0 million, or 46%, to $3.2 million for the three months ended June 30, 2016 as compared to the same period in the prior year.

	Six Months Ended June 30,
	2016							2015
	Amount		% of Net Sales			Store Count		Amount		% of Net Sales			Store Count
	(Dollars in thousands)
Grocery, Mass and Club* (1)	$	50,033		78	%		11,085	$	42,114		76	%		10,036
Pet Specialty, Natural and Other (2)		14,423		22			4,710		13,300		24			4,318
Net Sales	$	64,456		100	%		15,795	$	55,414		100	%		14,354

(1)Stores at June 30, 2016 and June 30, 2015 consisted of 7,343 and 6,558 grocery and 3,742 and 3,478 mass, respectively.

(2)Stores at June 30, 2016 and June 30, 2015 consisted of 4,412 and 4,055 pet specialty and 298 and 263 natural, respectively.

* Includes sales from Freshpet Baked product of $2.7 million and $1.5 million, or 4.2% and 2.8% of total net sales, for the six months ended June 30, 2016 and 2015, respectively.

Net sales increased $9.0 million, or 16%, to $64.5 million for the six months ended June 30, 2016 as compared to the same period in the prior year. The increase in net sales was driven by increased velocity. The Company also experienced an increase of Freshpet Fridge store locations, which grew by 10.0% from 14,354 as of June 30, 2015 to 15,795 as of June 30, 2016.

Gross profit increased $2.9 million, or 11%, to $29.8 million for the six months ended June 30, 2016 as compared to the same period in the prior year. The increase in gross profit was primarily driven by higher net sales. The increase in gross profit was partially offset by manufacturing throughput constraints associated with new product innovation, selling mix, as well as $0.7 million of non-capitalizable start-up costs associated with the construction of the Freshpet Kitchens expansion.

Our gross profit margin of 46% for the six months ended June 30, 2016, decreased 233 basis points as compared to the same period in the prior year. Start-up costs associated with the expansion of the Company’s Freshpet Kitchens reduced gross margin by approximately 100 basis points in the six months ended June 30, 2016. The remaining decrease was attributable to our new product introductions and selling mix. Our new product introductions have historically started with lower gross profit margins and increased over time. Generally we have been able to optimize the production of our new product introductions over time as they are incorporated into our core Freshpet recipes. As a result, we expect our gross profit margin to increase as we realize efficiencies of scale, with increased sales volume of our current core and new product introductions, and cost benefits from our increased plant capacity.

Selling, general and administrative expenses increased $3.0 million, or 9%, to $34.4 million for the six months ended June 30, 2016 as compared to the same period in the prior year. Key components of the dollar increase include additional outbound freight costs of $0.4 million due to increased volume, higher advertising expenses of $1.4 million, higher depreciation of $0.4 million, additional non-recurring costs of $1.0 million, and incremental operating expenses of $0.8 million, offset by lower share-based compensation expense of $1.0 million. The increased operating expenses were primarily due to new hires, increased employee benefit costs, and increased refrigerator repairs due to our growing Freshpet Fridge network.

As a percentage of net sales, selling, general and administrative expenses decreased to 53% for the six months ended June 30, 2015 from 57% for the six months ended June 30, 2016. After adjusting $2.6 million and $3.5 million for non-cash items related to share-based compensation in the second quarter of 2016 and 2015, respectively, $1.6 million of leadership transition expenses in the six months ended June 30, 2016, and $0.6 million of costs associated with the secondary offering in the six months ended June 30, 2015, Adjusted SG&A, which is a non-GAAP financial measure used by the Company that makes certain adjustments to SG&A calculated under GAAP, decreased as a percentage of net sales to 47% in the first six months of 2016 compared to 49% of net sales in the same period of 2015.

Loss from operations increased $0.1 million, or 2%, to $4.6 million for the six months ended June 30, 2016 as compared to the same period in the prior year as a result of the factors mentioned above.

For the six months ended June 30, 2016, interest expense was $0.3 million, which related to fees and interest expense on our short-term borrowings of our 3-year $10.0 million Revolving Facility and $30.0 million term loan commitment earmarked for capital expenditures. Interest expense for the six months ended June 30, 2015 was $0.2 million.

Other expenses, net, did not fluctuate significantly in the six months ended June 30, 2016 as compared to the same period in the prior year.

Net loss increased $0.2 million, or 4%, to $5.0 million for the six months ended June 30, 2016 as compared to the same period in the prior year.

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

Adjusted SG&A Expenses, EBITDA and Adjusted EBITDA are not financial measures prepared in accordance with U.S. generally accepted accounting principles, or U.S. GAAP. As used herein, Freshpet defines Adjusted SG&A Expenses as SG&A Expenses before non-cash items related to share-based compensation, leadership transition expenses, and secondary fees. As used herein, EBITDA represents net loss plus depreciation and amortization, interest expense, and income tax expense. As used herein, Adjusted EBITDA represents EBITDA plus loss on disposal of equipment, plant startup expense, share-based compensation, warrant fair valuation, launch expenses, secondary fees, and leadership transition costs.

We present Adjusted SG&A Expenses, EBITDA and Adjusted EBITDA because we believe each of these measures provides an additional metric to evaluate our operations and, when considered with both our U.S. GAAP results and the reconciliation to net loss set forth below, provides a more complete understanding of our business than could be obtained absent this disclosure. We use Adjusted SG&A Expenses, EBITDA and Adjusted EBITDA, together with financial measures prepared in accordance with U.S. GAAP, such as net sales, gross profit margins, and cash flow from operations, to assess our historical and prospective operating performance, to provide meaningful comparisons of operating performance across periods, to enhance our understanding of our operating performance and to compare our performance to that of our peers and competitors.

Adjusted EBITDA is further utilized for our covenant requirements under our credit agreement, and additionally as an important component of internal budgeting and setting management compensation.

Adjusted SG&A Expenses, EBITDA and Adjusted EBITDA are presented here because we believe they are useful to investors in assessing the operating performance of our business without the effect of non-cash items, and other items as detailed below.

Adjusted SG&A Expenses, EBITDA and Adjusted EBITDA should not be considered in isolation or as alternatives to net loss, income from operations or any other measure of financial performance calculated and prescribed in accordance with U.S. GAAP. Neither EBITDA nor Adjusted EBITDA should be considered a measure of discretionary cash available to us to invest in the growth of our business. Our Adjusted EBITDA may not be comparable to similarly titled measures in other organizations because other organizations may not calculate Adjusted EBITDA in the same manner as we do.

Our presentation of Adjusted SG&A Expenses and Adjusted EBITDA should not be construed as an inference that our future results will be unaffected by the expenses that are excluded from that term or by unusual or non-recurring items. We recognize that Adjusted SG&A Expenses, EBITDA and Adjusted EBITDA have limitations as analytical financial measures. For example, neither Adjusted SG&A Expenses, EBITDA nor Adjusted EBITDA reflects:

Additionally, Adjusted EBITDA excludes (i) non-cash stock based compensation expense, which is and will remain a key element of our overall long term incentive compensation package, and (ii) certain costs essential to our sales growth and strategy, including an allowance for marketing expenses for each new store added to our network and non-capitalizable freight costs associated with Freshpet Fridge replacements. Adjusted EBITDA also excludes certain cash charges resulting from matters we consider not to be indicative of our ongoing operations. Other companies in our industry may calculate Adjusted SG&A Expenses, EBITDA and Adjusted EBITDA differently than we do, limiting their usefulness as comparative measures.

The following table provides a reconciliation of EBITDA and Adjusted EBITDA to net loss which is the most directly comparable financial measure presented in accordance with U.S. GAAP:

	Three Months Ended						Six Months Ended
	June 30,						June 30,
	2016			2015			2016			2015
	(Dollars in thousands)
Net income (loss)	$	(3,243	)	$	(2,229	)	$	(5,015	)	$	(4,816	)
Depreciation and amortization		2,166			1,869			4,237			3,624
Interest expense		159			111			276			148
Income tax expense		15			15			30			30
EBITDA	$	(903	)	$	(234	)	$	(472	)	$	(1,014	)
Loss on disposal of equipment

Delaware		20-1884894
(State of Incorporation or Organization)		(I.R.S. Employer Identification No.)
400 Plaza Drive, 1st Floor, Secaucus, New Jersey		07094
(Address of Principal Executive Offices)		(Zip Code)

Large accelerated filer	¨	Accelerated filer	x

Non-accelerated filer	¨ (Do not check if a smaller reporting company)	Smaller reporting company	¨

		Page No.
Part I. Financial Information
Item 1.	Financial Statements	4
	Consolidated Balance Sheets	4
	Consolidated Statements of Operations and Comprehensive Loss	5
	Consolidated Statements of Cash Flows	6
	Notes to Consolidated Financial Statements	7
Item 2.	Management’s Discussion and Analysis of Financial Conditions and Results of Operations	14
Item 3.	Quantitative and Qualitative Disclosures About Market Risks	27
Item 4.	Controls and Procedures	28
Part II. Other Information		29
Item 1.	Legal Proceedings	29
Item 1A.	Risk Factors	29
Item 2.	Unregistered Sale of Equity Securities and Use of Proceeds	29
Item 6.	Exhibits	30

	June 30, 2016			December 31, 2015
Raw Materials and Work in Process	$	2,208,301		$	1,493,654
Packaging Components Material		959,915			1,161,814
Finished Goods		4,798,854			4,374,494
		7,967,070			7,029,962
Reserve for Obsolete Inventory		(102,444	)		(176,515	)
	$	7,864,626		$	6,853,447

Service Period Stock Options	Number of Options			Weighted Average Exercise Price
Outstanding at December 31, 2015		1,976,810		$	8.00
Granted		345,131			9.05
Forfeited, Canceled, Expired		(4,771	)		8.95
Exercised		(36,864	)		6.32
Outstanding at June 30, 2016		2,280,306		$	8.18

Performance-Vested Stock Options	Number of Options (1)			Weighted Average Exercise Price
Outstanding at December 31, 2015		916,183		$	9.34
Granted		117,759			9.05
Forfeited, Canceled, Expired		(1,120	)		15.00
Exercised		—			0.00
Outstanding at June 30, 2016		1,032,822		$	9.30

Restricted Stock Units	Number of RSUs		Weighted Average Grant Date Fair Value
Outstanding at December 31, 2015		—		—
Granted		105,313	$	9.05
Forfeited, Canceled, Expired		—		—
Issued Upon Vesting		—		—
Outstanding at June 30, 2016		105,313	$	9.05