8-K

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): March 9, 2017

FRESHPET, INC.

(EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)

Delaware	001-36729	20-1884894
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

400 Plaza Drive, 1st Floor

Secaucus, New Jersey 07094

(Address of Principal Executive Offices, including Zip Code)

(201) 520-4000

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if this Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02. Results of Operations and Financial Condition.

On March 9, 2017, Freshpet, Inc. (“Freshpet”) issued a press release disclosing its financial results for the year and quarter ended December 31, 2016. 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 4:30 p.m., Eastern Time, on March 9, 2017 to discuss its financial results for the year and quarter ended December 31, 2016.

The information furnished with this Item 2.02, including Exhibit 99.1, 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 (the “Securities Act”), or the Exchange Act, except as expressly set forth by specific reference in such a filing.

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 March 9, 2017, 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 this Item 7.01, including Exhibit 99.2, shall not be deemed “filed” for purposes of Section 18 of the Exchange Act or incorporated by reference into any other filing under the Securities Act 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	Press Release dated March 9, 2017
99.2	Investor Presentation

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: March 9, 2017	By:	/s/ Richard Kassar
	Name: Richard Kassar
	Title: Chief Financial Officer

EX-99.1

Exhibit 99.1

Freshpet, Inc. Reports Fourth Quarter and Full Year 2016 Financial Results

SECAUCUS, N.J. – March 9, 2017 – Freshpet, Inc. (“Freshpet” or the “Company”) (NASDAQ: FRPT) today reported financial results for its fourth quarter and full year ended December 31, 2016.

Fourth Quarter 2016 Financial Highlights Compared to Prior Year Period

• Net Sales of $34.1 million, up 13%

• Net Income of $1.2 million

• Adjusted EBITDA of $6.4 million, up 57%

• Freshpet Fridges increased 11% to 16,609 from 15,015

2016 Financial Highlights Compared to Prior Year

• Net Sales of $133.1 million, up 15%

• Net Loss of $3.2 million

• Adjusted EBITDA of $17.7 million, up 59%

“The Company made solid progress during 2016. We increased both same store sales and new store distribution while also generating higher operating cash flow and improved profitability,” said Billy Cyr, Freshpet’s Chief Executive Officer. “More importantly, we strategically prepared the Company for its next stage of growth with the completion of our manufacturing facility expansion. As we enter 2017, we believe the Company is well positioned to more rapidly grow the Freshpet brand with our proven marketing message, outstanding product quality, broad distribution, and financial flexibility to support the pursuit of more aggressive growth.”  

Fiscal Fourth Quarter 2016

Net sales increased 12.8% to $34.1 million for the fourth quarter of 2016 compared to the same period in the prior year, and the Company’s fresh refrigerated product offering grew 15.2% as compared to the same period in the prior year. Net sales for the quarter were driven by velocity gains and  a 10.6% increase in Freshpet fridge store locations to 16,609 as of December 31, 2016, as compared to the prior year period.

Gross profit was $15.2 million, or 44.7% as a percentage of net sales, compared to $13.7 million, or 45.3% as a percentage of net sales, in the same period last year. For the fourth quarter 2016, Adjusted Gross Profit was $17.0 million, or 49.9% as a percentage of net sales, compared to $14.4 million, or 47.5% as a percentage of net sales, in the prior year period. Adjusted Gross Profit is a Non-GAAP financial measure defined under “Non-GAAP Measures,” and is reconciled to Gross Profit in the financial tables that accompany this release.

Selling, general and administrative expenses (“SG&A”) were $13.7 million compared to $10.8 million in the prior year period. As a percentage of net sales, SG&A increased to 40.1% for the fourth quarter of 2016 compared to 35.8% in the fourth quarter of 2015. Adjusted SG&A as a percentage of net sales decreased to 38.2% compared to 40.9% in the fourth

quarter of 2015. Adjusted SG&A is a Non-GAAP financial measure defined under “Non-GAAP Measures,” and is reconciled to SG&A in the financial tables that accompany this release.

Net Income was $1.2 million for the fourth quarter of 2016 compared to $2.8 million for the prior year period. The fourth quarter ended December 31, 2016 and 2015 included a reduction of expense related to performance-based stock compensation awards of $0.1 and $2.6 million, respectively.

Adjusted EBITDA was $6.4 million for the fourth quarter of 2016, compared to $4.0 million in the fourth quarter 2015.  Adjusted EBITDA is a Non-GAAP financial measure defined under “Non-GAAP Measures,” and is reconciled to net earnings in the financial tables that accompany this release.

Full Year 2016

Net sales increased 14.5% to $133.1 million for the full year ended December 31, 2016 compared to $116.2 million for the full year ended December 31, 2015. The Company’s fresh refrigerated product offering grew 15.4% as compared to the prior year. Net sales for the year were driven by increased velocity and an increase in Freshpet Fridge store locations.

Gross profit was $60.4 million, or 45.4% as a percentage of net sales, compared to $54.6 million, or 47.0% as percentage of net sales, last year. Adjusted Gross Profit, which is a non-GAAP financial measure, was $66.0 million, or 49.6% as a percentage of net sales, compared to $57.2 million, or 49.2% as a percentage of net sales, in the prior year.

SG&A was $62.6 million compared to $58.3 million last year. As a percentage of net sales, SG&A decreased to 47.0% from 50.2% last year. Adjusted SG&A as a percentage of net sales, which is a Non-GAAP financial measure,decreased to 43.1% for 2016 compared to 46.5% for 2015.

Net loss for the year ended December 31, 2016 was $3.2 million compared to $3.7 million for the year ended December 31, 2015. The year ended December 31, 2016 and 2015 included a reduction of expense related to performance-based stock option compensation awards of $0.1 and $2.6 million respectively.

Adjusted EBITDA, which is a Non-GAAP measure, was $17.7 million, compared to $11.1 million in 2015.  

Cash and Net Debt

For the year ended December 31, 2016, the Company generated cash from operations of $12.8 million compared to $6.7 million for the year ended December 31, 2015. As of December 31, 2016, the Company had cash and cash equivalents of $3.9 million, a decrease of $4.1 million from December 31, 2015 primarily due to capital expenditures related to the expansion of the Company’s Freshpet Kitchens in Bethlehem, Pennsylvania. In order to fund the expansion, the Company invested $17.6 million in capital expenditures, borrowed $10.0 million and repaid $3.0 million and now has $30.0 million available under its Credit Facility as of December 31, 2016. Debt outstanding, net of cash and cash equivalents, as of December 31, 2016 was $3.1 million.

Outlook For Fiscal Year 2017

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Mr. Cyr continued, “Through our analysis we know that the Freshpet brand has very low awareness, but a very high customer repeat rate. In 2017, we will begin to increase our investment in media to drive brand awareness.  Over time we expect this new level of spend will increase same store sales and grow new store penetration. We have tested this media strategy over the last several months and are pleased with the results to-date.”

The Company expects to see an accelerated rate of growth, particularly for its fresh refrigerated products, as the year develops.  

In the near term, the Company expects its strategic media investment to reduce Adjusted EBITDA, however, it’s confident this will more rapidly grow the business and result in significantly higher Adjusted EBITDA potential over the medium and long-term.  In addition, over the longer term, the Company believes that expansion in gross profit from its cost savings and margin improvement efforts will offset the incremental media investment.  There are significant cost savings and margin improvement opportunities that can be realized now that the Company’s technical talent has the opportunity to turn its attention from the addition of plant capacity to optimization of the manufacturing facilities recently completed.  The Company expects to begin to see the benefit from these efforts beginning later in 2017 and continuing into 2018 and beyond.  

For full year 2017, the Company expects following results compared to the prior year:

• To exceed Net Sales of $153 million, an increase of approximately 15%, (17% for its fresh refrigerated product offering) with an increased rate of growth throughout the year.

• To exceed Adjusted EBITDA of $16 million, a decrease of approximately 10%.  The planned strategic media investment will reduce Adjusted EBITDA in the near-term, but the resulting higher brand awareness is expected to generate increased Adjusted EBITDA over time.

• To exceed Freshpet Fridges of over 18,200, an increase of approximately 10%.

The Company does not provide guidance for the most directly comparable GAAP measure, net income, and similarly cannot provide a reconciliation between its forecasted Adjusted EBITDA and net income metrics without unreasonable effort due to the unavailability of reliable estimates for certain items, such as non-cash gains or losses resulting from mark-to-market adjustments of warrants. These items are not within the Company’s control and may vary greatly between periods and could significantly impact future financial results.

Conference Call, Webcast and Slide Presentation

The Company will host a conference call and webcast including an accompanying slide presentation where members of the executive management team will discuss these results with additional comments and details today at 4:30 p.m. ET. The conference call and accompanying presentation slides 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 7:30 p.m. ET on March 9, 2017, through March 23, 2017. North American listeners may dial (844) 512-2921 and international listeners may dial (412) 317-6671 the passcode is 13654710.

About Freshpet

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Freshpet has a single-minded mission – to improve the lives of dogs and cats everywhere through the power of fresh, natural food. Packed with vitamins and proteins, our foods offer fresh meats, poultry, and vegetables farmed locally. At our Freshpet Kitchens, we thoughtfully prepare these natural ingredients and everyday essentials, cooking them in small batches at lower temperatures to preserve key nutrients. That way, your pet gets the best. Freshpet refrigerated foods and treats are kept cool from the moment they are made until they arrive at Freshpet Fridges in your local market.

Our foods are available in select mass, grocery, natural food, club, and pet specialty retailers across the United States, Canada and are currently testing in the United Kingdom. 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://twitter.com/Freshpet

http://instagram.com/Freshpet

http://pinterest.com/Freshpet

https://plus.google.com/+Freshpet

https://en.wikipedia.org/wiki/Freshpet

https://www.youtube.com/user/freshpet400

Forward Looking Statements

Certain statements in this release may constitute “forward-looking” statements. These statements are based on management's current opinions, expectations, beliefs, plans, objectives, assumptions or projections regarding future events or future results. These forward-looking statements are only predictions, not historical fact, and involve certain risks and uncertainties, as well as assumptions. Actual results, levels of activity, performance, achievements and events could differ materially from those stated, anticipated or implied by such forward-looking statements. 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 a number of risks and uncertainties that could cause actual results to differ materially from forward-looking statements made herein including, most prominently, the risks discussed under the heading “Risk Factors” in the Company's latest annual report on Form 10-K 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 as a result of new information, future events or otherwise, except as otherwise required by law. If we do update one or more forward-looking statements, no inference should be made that we will make additional updates with respect to those or other forward-looking statements.

Non-GAAP Financial Measures

Freshpet uses the following non-GAAP financial measures in its financial communications. These non-GAAP financial measures (collectively, “the non-GAAP financial measures”) should be considered as supplements to the GAAP reported

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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 Gross Profit

• Adjusted Gross Profit as a % of net sales (Adjusted Gross Margin)

• Adjusted SG&A Adjusted SG&A as a % of net sales

• EBITDA

• Adjusted EBITDA

Adjusted Gross Profit: Freshpet defines Adjusted Gross Profit as Gross Profit before plant start-up expenses and processing and plant depreciation expense.

Adjusted SG&A Expenses: Freshpet defines Adjusted SG&A as SG&A expenses before non-cash items related to share-based compensation, leadership transition expenses, and fees related to a secondary offering.

EBITDA and Adjusted EBITDA: EBITDA represents net loss plus depreciation and amortization, interest expense, and income tax expense, and Adjusted EBITDA represents EBITDA plus loss on disposal of equipment, plant startup expense, share-based compensation, warrant fair valuation, secondary fees, leadership transition expenses, and launch expenses.

Management believes that the non-GAAP 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 and provides 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, provides 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 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.

CONTACT

ICR

Katie Turner

646-277-1228

katie.turner@icrinc.com

Michael Fox

203-682-8218

Michael.fox@icrinc.com

5

FRESHPET INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(Unaudited)

	December 31, 2016			December 31, 2015
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	3,908,177		$	8,029,413
Short-term investments		—			3,250,000
Accounts receivable, net of allowance for doubtful accounts		8,886,790			7,030,719
Inventories, net		5,402,735			6,853,447
Prepaid expenses and other current assets		1,045,651			229,631
Total Current Assets		19,243,353			25,393,210
Property, plant and equipment, net		101,493,080			82,793,007
Deposits on equipment		3,620,444			3,243,519
Other assets		2,094,339			1,667,838
Total Assets	$	126,451,216		$	113,097,574
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable		6,884,155			6,668,643
Accrued expenses		4,531,139			2,274,557
Accrued warrants		253,391			204,314
Borrowings under Credit Facilities		7,000,000			—
Total Current Liabilities	$	18,668,685		$	9,147,514
Total Liabilities	$	18,668,685		$	9,147,514
STOCKHOLDERS' EQUITY:
Common stock		33,961			33,537
Additional paid-in capital		299,477,706			292,484,986
Accumulated deficit		(191,729,136	)		(188,568,463	)
Total Stockholders'  Equity		107,782,531			103,950,060
Total Liabilities and Stockholders' Equity	$	126,451,216		$	113,097,574

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FRESHPET INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME / (LOSS)

(Unaudited)

	For the Three Months Ended						For the Year Ended
	December 31,						December 31,
	2016			2015			2016			2015
NET SALES	$	34,061,456		$	30,201,788		$	133,053,517		$	116,186,372
COST OF GOODS SOLD		18,841,142			16,512,375			72,682,634			61,537,230
GROSS PROFIT		15,220,314			13,689,413			60,370,883			54,649,142
SELLING, GENERAL, AND ADMINISTRATIVE EXPENSES		13,669,325			10,820,726			62,585,833			58,296,814
INCOME/(LOSS) FROM OPERATIONS		1,550,989			2,868,687			(2,214,950	)		(3,647,672	)
OTHER INCOME/(EXPENSES):
Other Income/(Expenses), net		(88,814	)		116,621			(181,850	)		448,943
Interest Expense		(208,022	)		(192,530	)		(698,119	)		(454,567	)
		(296,836	)		(75,909	)		(879,969	)		(5,624	)
INCOME/(LOSS) BEFORE INCOME TAXES		1,254,153			2,792,778			(3,094,919	)		(3,653,296	)
INCOME TAX EXPENSE		20,754			12,516			65,754			57,516
NET INCOME/(LOSS)		1,233,399			2,780,262			(3,160,673	)		(3,710,812	)
NET INCOME/(LOSS) ATTRIBUTABLE TO COMMON STOCKHOLDERS	$	1,233,399		$	2,780,262		$	(3,160,673	)	$	(3,710,812	)
NET INCOME/(LOSS) PER SHARE ATTRIBUTABLE TO COMMON STOCKHOLDERS
-BASIC	$	0.04		$	0.08		$	(0.09	)	$	(0.11	)
-DILUTED	$	0.04		$	0.08		$	(0.09	)	$	(0.11	)
WEIGHTED AVERAGE SHARES OF COMMON STOCK OUTSTANDING USED IN COMPUTING NET INCOME/(LOSS) PER SHARE ATTRIBUTABLE TO COMMON STOCKHOLDERS
-BASIC		33,885,519			33,497,940			33,674,416			33,497,940
-DILUTED		34,226,963			33,526,958			33,674,416			33,497,940

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FRESHPET INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS

(Unaudited)

	For the Twelve Months Ended
	December 31,
		2016			2015
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(3,160,673	)	$	(3,710,812	)
Adjustments to reconcile net loss to net cash flows provided by operating activities:
Provision for (gain)/loss on accounts receivable		(5,164	)		11,985
Loss on disposal of equipment and deposits on equipment		189,531			93,599
Share-based compensation		4,193,490			3,923,857
Fair value adjustment for outstanding warrants		49,077			(502,626	)
Change in reserve for inventory obsolescence		(117,944	)		(105,022	)
Depreciation and amortization		9,887,168			7,573,535
Amortization of deferred financing costs and loan discount		150,272			144,823
Changes in operating assets and liabilities
Accounts receivable		(1,850,907	)		(1,682,304	)
Inventories		1,568,656			565,726
Prepaid expenses and other current assets		(816,020	)		1,061,748
Other assets		(398,059	)		(198,902	)
Accounts payable		853,854			192,583
Accrued expenses		2,256,582			(629,373	)
Net cash flows provided by operating activities		12,799,863			6,738,817
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of short-term investments		—			(7,499,205	)
Proceeds from maturities of short-term investments		3,250,000			4,249,205
Acquisitions of property, plant and equipment, software and deposits on equipment		(29,952,536	)		(27,015,112	)
Acquisitions of land and building		—			(5,026,250	)
Proceeds from sale of equipment		13,442			30,957
Net cash flows used in investing activities		(26,689,094	)		(35,260,405	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Exercise of options to purchase common stock		2,767,995			291,750
Proceeds from borrowings under Credit Facilities		10,000,000			—
Repayment of borrowings under Credit Facilities		(3,000,000	)		—
Net cash flows provided by financing activities		9,767,995			291,750
NET CHANGE IN CASH AND CASH EQUIVALENTS		(4,121,236	)		(28,229,839	)
CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR		8,029,413			36,259,252
CASH AND CASH EQUIVALENTS, END OF PERIOD	$	3,908,177		$	8,029,413

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FRESHPET INC. AND SUBSIDIARIES

RECONCILIATON BETWEEN GROSS PROFIT AND ADJUSTED GROSS PROFIT

(Unaudited)

(Amounts in thousands)

Certain totals may not sum due to rounding

	Three Months Ended						Twelve Months Ended
	December 31,						December 31,
	2016			2015			2016			2015
Gross Profit (as reported)	$	15,220		$	13,689		$	60,371		$	54,649
Depreciation expense (a)		1,368			669			4,028			2,566
Plant start-up expenses and processing (b)		420			—			1,628			—
Adjusted Gross Profit	$	17,008		$	14,359		$	66,027		$	57,216
Adjusted Gross Profit as a % of Net Sales		49.9	%		47.5	%		49.6	%		49.2	%

(a)Represents non-cash depreciation expense included in Cost of Goods Sold.

(b)Represents additional operating costs incurred in 2016 in connection with the startup of our new manufacturing lines as part of the Freshpet Kitchens expansion project.

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FRESHPET INC. AND SUBSIDIARIES

RECONCILIATON BETWEEN SG&A EXPENSES AND ADJUSTED SG&A EXPENSES

(Unaudited)

(Amounts in thousands)

Certain totals may not sum due to rounding

	Three Months Ended						Twelve Months Ended
	December 31,						December 31,
	2016			2015			2016			2015
SG&A Expenses (as reported)	$	13,669		$	10,821		$	62,586		$	58,297
Non-cash stock based compensation (a)		690			(1,546	)		3,972			3,723
Secondary fees (b)		—			—			—			593
Leadership transition expenses (c)		(36	)		—			1,291			—
Adjusted SG&A Expenses	$	13,015		$	12,367		$	57,323		$	53,981
Adjusted SG&A Expense as a % of Net Sales		38.2	%		40.9	%		43.1	%		46.5	%

(a)Represents non-cash stock based compensation expense.

(b)Represents fees associated with the secondary public offering of our common stock, which was completed on May 5, 2015.

(c)Represents charges associated within our former Chief Executive Officer’s separation agreement as well as changes in estimates associated with leadership transition costs.

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FRESHPET INC. AND SUBSIDIARIES

RECONCILIATON BETWEEN NET INCOME / (LOSS) AND ADJUSTED EBITDA

(Unaudited)

(Amounts in thousands)

Certain totals may not sum due to rounding

	Three Months Ended						Twelve Months Ended
	December 31,						December 31,
	2016			2015			2016			2015
Net income/(loss)	$	1,233		$	2,780		$	(3,161	)	$	(3,711	)
Depreciation and amortization		2,929			2,031			9,887			7,574
Interest expense		208			193			698			455
Income tax expense		21			13			66			58
EBITDA	$	4,391		$	5,016		$	7,490		$	4,376
Loss on disposal of equipment		20			10			190			94
Launch expense (a)		775			686			2,813			2,626
Plant start-up expenses and processing (b)		420			—			1,628			—
Non-cash stock based compensation (c)		734			(1,566	)		4,193			3,924
Warrant fair valuation (d)		68			(98	)		49			(503	)
Secondary fees (e)		—			—			—			593
Leadership transition expenses (f)		(36	)					1,291			—
Adjusted EBITDA	$	6,372		$	4,048		$	17,654		$	11,110

(a)Represents new store marketing allowance of $1,000 for each store added to our distribution network as well as the non-capitalized freight costs associated with Freshpet Fridge replacements. The expense enhances the overall marketing spend to support our growing distribution network.

(b)Represents additional operating costs incurred in 2016 in connection with the startup of our new manufacturing lines as part of the Freshpet Kitchens expansion project.

(c)Represents non-cash stock based compensation expense.

(d)Represents the change of fair value for the outstanding common stock warrants.

(e)Represents fees associated with the secondary public offering of our common stock, which was completed on May 5, 2015.

(f)Represents charges associated with our former Chief Executive Officer’s separation agreement as well as changes in estimates associated with leadership transition costs.

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EX-99.2

4th Quarter & Full Year 2016 Supplemental Presentation Strategic Operational and Financial Update March 9, 2017 Exhibit 99.2

Forward Looking Statements This presentation contains “forward-looking” statements that involve risks, uncertainties and assumptions. If the risks or uncertainties ever materialize or the assumptions prove incorrect, the Company’s results may differ materially from those expressed or implied by such forward-looking statements. All statements other than statements of historical fact could be deemed forward-looking, including, but not limited to, the Company’s intentions, beliefs or current expectations concerning, among other things, the Company’s results of operations, financial condition, liquidity, prospects, growth, strategies and the industry in which we operate and any statements of assumptions underlying any of the foregoing. These statements are based on estimates and information available to us at the time of this presentation and are not guarantees of future performance. These forward-looking statements are based on certain assumptions and are subject to risks and uncertainties, including those described in the “Risk Factors” section and elsewhere in the preliminary prospectus for this offering. You should read the prospectus, including the Risk Factors set forth therein and the documents that the Company has filed as exhibits to the registration statement, of which the prospectus is a part, completely and with the understanding that if any such risks or uncertainties materialize or if any of the relevant assumptions prove incorrect, the Company’s actual results could differ materially from the results expressed or implied by these forward-looking statements. Except as required by law we assume no obligation to update these forward-looking statements publicly, or to update the reasons why actual results could differ materially from those anticipated in the forward-looking statements, even if new information becomes available in the future. Safe Harbor

100 Day Review Conclusion: Significant Potential to Grow . . . but we have underinvested in marketing Expansion complete New lines running at parity Major investment in technical capability Strong focus on quality Significant capacity to support growth High repeat & brand passion Low awareness Low Penetration Strong marketing model Outstanding message Extensive network & scale Established & broad product portfolio Highly motivating retailer metrics Established sales & marketing team Significant white space Longer Term Potential = $300 Million in Net Sales as soon as 2020 Consumer Appeal & Marketing Model Customer Support for Distribution Operations Capabilities & Opportunities

Freshpet Lives at the Intersection of Two Very Powerful Macro-Trends in CPG Humanization of Pets Fresh, Wholesome, All-Natural Foods

Freshpet Proprietary Position Only Chilled Pet Food Distribution System Only Fresh Pet Food Manufacturing Capability in the U.S. 16,600+ Freshpet Fridges Proven Marketing Message Demonstrable Product Preference

We Operate Differently Delighting consumers with fresh food & our company ideology Environmentally Focused Employee Engagement Community & Consumer Engagement

Freshpet Has Seen Significant Growth Over the Past Four Years, Driven by Both Distribution and Same Store Sales Distribution & Sales Growth May 2012 – Dec 2016 Total US Multi Outlet IRI (4 wk.)

Recent Financial Performance 2013-2016 Fresh Pet Food Sales and Growth Rates

Increasing Repeat Rate & Strong Consumer Affinity

Our Biggest Opportunity Freshpet Rachel Ray Blue Buffalo Purina ONE Cesar Awareness (Aided) 35% 52% 86% 82% 70% Penetration 1.4% 3.6% (dry) ~8% (est) 5.2% (dry) 3.4% (wet) Source: 2016 Brand Tracker, IRI 2016 HH Panel Freshpet Awareness & Penetration are a Key Focus

Key Learning: Time to Shift to Rapid Scaling On trend product Reasonable margins Low awareness / high repurchase rate Ample plant capacity Financial flexibility Established business model Proven marketing program Installed Freshpet Fridge base Opportunity Capacity Capability

Organization Capability and Focus Distribution Food Pet Mass Operations Scale & Efficiency Education Awareness Research & Development

Sharpen Focus & Drive the Core Focus on US Refrigerated: 96% of Current Net Sales % net sales breakdown by class of trade/product line as of 12/31/16 Freshpet Net Sales by Class of Trade/Product Line

Strategy Tactics Result Drive HH Awareness & Penetration TV & Digital Advertising Accelerates Penetration Growth Accelerate Fridge Placements Change Selling Approach Make Freshpet Essential New Fridge Placements Growth Accelerates in 2018 Strengthen Gross Margin Convert From Building to Optimization/Efficiency Drive Yield, Throughput, Reliability Adjusted Gross Margin Grows Several Percentage Pts. by 2020

Cost Savings Investment in Media Velocity Increase (+Revenue) Distribution Increase (+Revenue) Plant Leverage (Incr. Pounds Produced) SG&A Leverage

Growing Into Our Scale *- Leverage adjusted for projected inflationary growth of infrastructure Sales ($ in millions)

1Q17 Strategic Tests Implemented Advertising and Communications Strong and consistent returns driving POS records New Selling Approach Developed new plans for several top customers Cost Savings Opportunities Identified several points of cost savings opportunities Advertising Model Advertising has driven significant and consistent growth over the past 4 years Q1 testing supports model and provides us with investment return metrics to build out Same Store Sales

Over the Past Six Months Growth Has Started to Return to the Business Primarily Driven by Advertising Adv. flight Adv. flight Q1 Has Provided Us with Insight Around Additional Testing

Growth is Accelerating Behind Advertising Latest 4 Week Period IRI Consumption +23.3% vs. YA in MULO Latest 4 Weeks Ending Feb 19, 2017 Latest 12 Weeks Ending Feb 19, 2017 Latest 52 Weeks Ending Feb 19, 2017 Dollar Sales % Change YoY Dollar Sales % Change YoY Dollar Sales % Change YoY Total US - Food $6,611,633 25.0% $19,105,230 23.6% $76,773,072 19.2% Total US - Multi Outlet $11,884,581 23.3% $34,626,176 21.1% $139,945,312 17.0% MULO + Petco $13,297,545 20.5% $38,762,540 18.5% $157,836,080 14.8%

Better align with key retailers on their strategies using their data to make Freshpet more strategic for the category and store Help retailers achieve their broader objectives Create unique and flexible assets to drive business at each customer Freshpet Fridge as a beacon of quality Leverage increased media investment to drive velocity and support new fridge placements Increased penetration from media justifies expanded distribution Demonstrate that Freshpet sells well against a broad range of demos Deliver exceptional service via remodeled Acosta relationship and fridge maintenance program Reduce out-of-stocks and improve in-store appearance Revamped Selling Approach is Gaining Traction Freshpet becomes a strategic necessity, not an opportunistic luxury, in the pet food aisle

Increase: Yield Reliability Throughput Drive simplification and standardization Drive Cost Savings and Adjusted Gross Margin Improvements Adj. Gross Margin is a non-GAAP measure. See the Company’s March 9, 2017 Press Release or 10-K for more info and reconciliation from GAAP to non-GAAP measures. Goal: Over time, increase adjusted gross margin to pay for increased marketing investment by converting technical talent from building capacity to optimizing efficiency

Strong innovation at Freshpet Kitchens provides revolutionary offerings and a broad product platform Freshpet R&D - meeting consumer needs and driving production optimization Rolls Single Serve Treats Roasted Meals Shredded Optimization Improvement Efficiencies Scale Research & Development

Q4 2017 Q3 2017 Q2 2017 Q1 2017 Q4 2016 Digital Support Plan TV Plan TV Plan Accelerating Growth Rate Investments in advertising, distribution gains and new products will accelerate growth rate throughout 2017 2017 Advertising Plans and Growth Rate by Quarter 13% Change vs YAG 20 % Change vs YAG

Future Economic Model: Profitable in 2018 FY 2016FY 2020 Growth Rate15%15-20% Stores16,60923,000+ Adj. Gross Margin (1)49.6%~52% Adj. SG&A (2) 43.1%~33% Adj. EBITDA Margin13%20+% Media Investment~6% of sales~9% of sales Advertising Payback1.5 yrs.-- Free Cash Flow$(13.9)M~15% of sales (1) Gross Margin adjusted for Depreciation and plant start up expense (2) SG&A adjusted for option expense, CEO transition expense, and warrant expense

Accelerates growth rate from 13% in Q4 2016 to 20% in Q4 2017 Proven advertising campaign investment drives the growth Strengthens the company’s barriers to entry/competitive advantages Improves the structural economics of the business More quickly absorb the fixed infrastructure costs Increase the adjusted gross margin run rate by 1.5 points by end of 2017 Sets the company up for significantly higher revenue and adjusted EBITDA in 2018 and beyond Year end run rate adjusted EBITDA will be 50% higher Summary The Feed the Growth Plan more rapidly scales the business – creating a stronger and more attractive company in 2018 and beyond

Rapid Scaling Delivering Sustainable Competitive Advantage Established & Broad Product Portfolio Impeccable Consumer Fundamentals First Mover On Trend Brand & Company Manufacturing & Distribution Scale Installed Distribution Network Free Cash Flow Marketing Model Operating Expertise