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 for the year ended December 31, 2020 (our "Annual Report").

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. 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 "Forward-Looking Statements" in this report and in the section entitled "Risk Factors" in our Annual Report.

For information regarding our consolidated operating results, financial condition, liquidity and cash flows for the six months ended June 30, 2020 as compared to the same period in 2019, refer to "Part I-Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations" in the Company's Quarterly Report on Form 10-Q for the period ended June 30, 2020, filed with the SEC on May 5, 2020, which information is incorporated herein by reference.







Overview


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. Since our Company's inception in 2006, 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.





Recent Developments


Continued Observations on the Effects of COVID-19

Due to COVID-19, our retail customers experienced a surge in consumption in the second half of Q1 2020 as consumers stocked up on food and necessities. The unexpected surge in consumption caused a spike in Freshpet orders, which at times were greater than our production capacity.

At the end of Q1 2020, we announced our post-surge pivot. That strategic pivot was built on a foundation that said, if we could keep our employees safe, then we could rebuild our supply and that would enable us to replenish our product supply in retail stores, which would allow us to turn on our advertising to drive consumption and household penetration gains. As a result, we invested in each of those areas, including safety enhancements to protect our team, incremental capacity at Kitchens South, incremental retail coverage, new e-commerce purchase and delivery options and additional media advertising.

The Company made and continues to make investments designed to protect its team members. These efforts include taking the temperature of every team member and administering a brief health screening before entering our Freshpet Kitchens, installing increased space for social distancing, instituting staggered shifts, enhancing daily sanitation efforts and weekly deep cleaning of all common areas, requiring use of face coverings by all employees, and limiting visitors, who must also submit to a health check before entering the facilities.







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Despite the COVID-19 related disruptions, our ability to bring the power of fresh to pet parents has continued, in part due to our post-surge pivot. Consumers' increased interest in their pets, the strong appeal of the Freshpet idea and products, our ability to continuously run our manufacturing facilities and successfully add capacity, the increased impact of our advertising, and our customers' realization of the value that Freshpet brings to their pet food category offerings and stores has resulted in some of our strongest growth. As noted above, the unexpected surge in consumption towards the second half of Q1 2020, as well as the subsequent strong growth, has caused us to draw down on trade inventory and have higher out-of-stocks than usual. With the additional capacity brought on during Q2 and Q3 of 2020, as well as Kitchens South startup in Q1 2020 and Kitchens 2.0 startup in Q4 2020 and Q1 2021, we believe we will be able to rebuild our trade inventory and decrease our out-of-stocks.

We are unsure how long the COVID-19 pandemic, including current and evolving health and safety guidance and local health and safety responses as well as emergence of new variants, will require us to absorb higher costs to protect and reward our employees while simultaneously ensuring we can support our pet parents with a continual supply of Freshpet products. We are also monitoring our supply of raw materials, ingredients and packaging materials. Although we have not experienced any extended supply interruptions to date and our chicken prices for the year are fixed contractually, subject to limited exceptions, we have used our secondary suppliers from time to time, and have also experienced higher beef prices as a result of reduced supplies.

We will continue to monitor the retail environment and pet parent demand, and intend to adapt to changing conditions to continue to drive growth and meet our goal of "changing the way people feed their pets forever" during the evolving COVID-19 pandemic.





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Supporting Freshpet's Growth -

At the Company's February 2020 Investor Day, Freshpet presented its "Feed the Growth - 5 by 2025" strategic plan. The plan looked to add 5 million more households by 2025, for a total 8 million households. During 2020, the Company continued to see increased sales growth and household penetration despite capacity limits and less than planned advertising spend. As a result, the Company raised its 2025 household penetration target from 8 million to 11 million households. To support the strategic plan Freshpet is committed to invest in production capacity as well as upgrades to our systems and processes. The Company is continuously evaluating its ability to feed as many pets as possible and minimize its impact on the environment, and will continue to make investments that provide the necessary returns on its investments to deliver on "Pets, People, Planet."





 Manufacturing Site      Manufacturing Capability        Investments to be Made
                     Kitchens 1.0
                     Kitchens 1.0 is an approximately
                     100,000 square-foot manufacturing
                     facility in Bethlehem, PA. It has
                     four manufacturing lines, each of
                     which has the ability to produce
                     our Freshpet Recipes seven days a
                     week/24 hours a day.

                     Kitchens 2.0                      Kitchens 2.0 cost
Freshpet Kitchens    Kitchens 2.0 is an approximately  approximately
Bethlehem            140,000 square-foot addition to   $116.0 million.
                     our Bethlehem, PA campus. It has
                     two manufacturing lines. Freshpet
                     Kitchens 2.0 makes greater use of
                     automation to improve quality,
                     safety and reduce costs. In
                     addition, Kitchens 2.0 delivers
                     on our commitment to continue to
                     minimize our manufacturing
                     impact. Production of saleable
                     product began in October 2020.
                     During 2020, the Company
                     officially opened a manufacturing
                     facility called "Freshpet
                     Kitchens South," which cooked its
                     first meal in February 2020.
                                                       To date, we have invested
                     In order to ensure we are able to approximately $31.3
                     deliver on projected growth, the  million in Freshpet
                     Company is also looking to add    Kitchens South. From the
Freshpet Kitchens    additional manufacturing lines.   second quarter of 2021 to
South                The capacity build out is         2023, we expect to make an
                     expected to occur in two phases.  additional investment of
                                                       approximately $165.0
                     By the end of 2021, we expect the million to complete phase
                     first phase of Freshpet Kitchens  1 and phase 2.
                     South to be completed. By the
                     start of 2023, we expect the
                     second phase to be completed,
                     which will include a second
                     building that will house
                     additional manufacturing lines.
                     During the end of 2019, the
                     Company started its initial       Projected spend on the
                     design and engineering phase of   project is $530.0 million
Freshpet Kitchens    Freshpet Kitchens Ennis, which    to $600.0 million. We have
Ennis                sits on 74 acres in Ennis, Texas. invested approximately
                     We expect initial production to   $114.2 million in the
                     begin by the second quarter of    project to date.
                     2022.



Additionally, the Company is upgrading its enterprise resource planning ("ERP") system. The project commenced in Q1 2020 and is expected to run through Q4 of 2021.

In order to fund the strategic capital investments as well as provide the Company with capital flexibility, in February 2021, the Company completed a public offering of its common stock, which provided net proceeds of $332.2 million.







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In addition, on February 19, 2021, the Company entered into a Sixth Amended and Restated Loan and Security Agreement with City National Bank, as the arranger and administrative agent, and the other lenders party thereto (the "New Loan Agreement"). The New Loan Agreement provides for a $350.0 million senior secured credit facility (the "New Credit Facility"), encompassing a $300.0 million delayed draw term loan facility (the "New Delayed Draw Facility") and a $50.0 million revolving loan facility (the "New Revolving Loan Facility"), which replaced the Company's prior $130.0 million delayed draw term loan facility and $35.0 million revolving loan facility.

The Company intends to use the net proceeds from the equity offering, borrowings from the New Credit Facility and cash from operations to continue to fund the Freshpet Kitchens expansion projects.

Components of our Operating Results

Net Sales

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 at leading retailers across North America and parts of Europe and have installed Freshpet Fridges in approximately 23,155 retail stores as of June 30, 2021. 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, returns and promotional allowances.

Our net sales growth is driven by the following key factors:



  • Increasing sales velocity from the average Freshpet Fridge due to increasing
    awareness, trial and adoption of Freshpet products and innovation. Our
    investments in marketing and advertising help to drive awareness and trial at
    each point of sale.


  • Increased penetration of Freshpet Fridge locations in major classes of retail,
    including Grocery (including online), Mass, Club, Pet Specialty, and Natural.
    The impact of new Freshpet Fridge installations on our net sales varies by
    retail class and depends on numerous factors including store traffic,
    refrigerator size, placement within the store, and proximity to other stores
    that carry our products.


  • Consumer trends including growing pet ownership, pet humanization and a focus
    on health and wellness.



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.





Gross Profit



Our gross profit is net of costs of goods sold, which include the costs of product manufacturing, product ingredients, packaging materials and inbound freight.

Our gross profit margins are also impacted by the cost of ingredients, packaging materials, and labor and overhead and share-based compensation related to direct labor and overhead. We expect to mitigate any adverse movement in input costs through a combination of cost management and price increases.

Selling, General and Administrative Expenses

Our selling, general and administrative expenses consist of the following:

Outbound freight. We use a third-party logistics provider for outbound freight that ships directly to retailers as well as third-party distributors.

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. Our Feed the Growth initiative will focus on growing the business through increased marketing investments.

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 three years. We subsequently incur maintenance and freight costs for repairs and refurbishments handled by third-party service providers.





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

Brokerage. We use 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 to ensure items are appropriately stocked and maintained.

Share-based compensation. We account for all share-based compensation payments issued to employees, directors and non-employees using a fair value method. Accordingly, share-based compensation expense is measured based on the estimated fair value of the awards on the grant date. We recognize compensation expense for the portion of the award that is ultimately expected to vest over the period during which the recipient renders the required services to us using the straight-line single option method.

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





Income Taxes


We had federal net operating loss ("NOL") carry forwards of approximately $239.8 million as of December 31, 2020, of which approximately $175.0 million, generated in 2017 and prior, will expire between 2025 and 2037. The Company may be subject to the net operating loss utilization provisions of Section 382 of the Internal Revenue Code (the "Code"). The effect of an ownership change would be the imposition of an annual limitation on the use of NOL carry forwards attributable to periods before the change. The amount of the annual limitation depends upon the value of the Company immediately before the change, changes to the Company's capital during a specified period prior to the change, and the federal published interest rate. At December 31, 2020, we had approximately $189.8 million of state NOLs, which expire between 2021 and 2039. At December 31, 2020, we had a full valuation allowance against our net deferred tax assets as the realization of such assets was not considered more likely than not.

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