frpt-20250630

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

_______________________________________________

FORM 10-Q

_______________________________________________


x			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2025


o			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission File Number: 001-36729

_______________________________________________

FRESHPET, INC.

(Exact Name of Registrant as Specified in its Charter)

_______________________________________________


Delaware			20-1884894
(State or other jurisdiction of incorporation or organization)			(I.R.S. Employer Identification No.)

1450 US-206, Bedminster, New Jersey			07921
(Address of principal executive offices)			(Zip Code)

________________________________________________

Registrant’s telephone number, including area code: (201) 520-4000

________________________________________________

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol	Name of each exchange on which registered
Common Stock	FRPT	NASDAQ Global Market

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 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. Yes x No o

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

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

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company

Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

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

As of August 1, 2025 the registrant had 48,779,873 shares of common stock, $0.001 par value per share, outstanding.

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TABLE OF CONTENTS


		Page No.
Part I. Financial Information		5
Item 1.	Financial Statements (Unaudited)	5
	Condensed Consolidated Balance Sheets	5
	Condensed Consolidated Statements of Operations and Comprehensive Income (Loss)	6
	Condensed Consolidated Statements of Changes in Stockholders’ Equity	7
	Condensed Consolidated Statements of Cash Flows	8
	Notes to Condensed Consolidated Financial Statements	9
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	24
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	37
Item 4.	Controls and Procedures	38
Part II. Other Information		39
Item 1.	Legal Proceedings	39
Item 1A.	Risk Factors	39
Item 5.	Other Information	39
Item 6.	Exhibits	39

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Forward-Looking Statements

This report contains forward-looking statements that are subject to risks and uncertainties. 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," "target," "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:

•our ability to meet our sustainability targets, goals, and commitments, including due to the impact of climate change;

•changes in global and domestic economic and business conditions, and financial market conditions, such as continued inflation, interest rate increases, tariffs, trade wars, recession, government or regulator shutdowns or defunding, regulatory delays or uncertainty, supply chain disruptions or agricultural labor shortages;

•changes in global trade policy, including imposing tariffs on certain goods imported into the United States of America. Any continued changes in global trade policy could trigger additional retaliatory actions by affected countries, resulting in "trade wars" which may lead to reduced economic activity, increased costs, reduced demand and changes in purchasing behaviors for some or all of our products, or other potentially adverse economic outcomes;

•the impact of various worldwide or macroeconomic events, such as the ongoing conflict between Russia and Ukraine, and the continued effects of conflict in the middle east, on U.S. and global economics, our employees, suppliers, customers and end consumers, which could adversely and materially impact our business, financial condition and results of operations;

•our ability to successfully implement our growth strategy, including related to implementing our marketing strategy and continuing to build our capacity to meet demand, such as through the timely expansion of certain of our Freshpet Kitchens (collectively, our Freshpet Kitchens Bethlehem, Freshpet Kitchens South and Freshpet Kitchens Ennis);

•the ability of our distributors to facilitate sales;

•the impact of consumer uncertainty on pet adoption and new customer acquisition rates;

•our ability to successfully implement new processes and systems as we continue to improve our Enterprise Resource Planning ("ERP");

•our ability to timely complete the construction at our Freshpet Kitchens Ennis and achieve the anticipated benefits therefrom;

•the loss of key members of our senior management team;

•allegations that our products cause injury or illness or fail to comply with government regulations;

•the loss of a significant customer or supplier;

•the entrance of new competitors into our industry;

•the effectiveness of our marketing and trade spending programs;

•our ability to introduce new products and improve existing products;

•our ability to match our manufacturing capacity with demand;

•the impact of government regulation, scrutiny, warning and public perception;

•the effect of false marketing claims;

•adverse weather conditions, natural disasters, pestilences and other natural conditions affecting our operations or those of our suppliers;

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•sustained disruptions within the agriculture industry, including diseases affecting livestock (such as highly pathogenic avian influenza ("HPAI")), or agricultural labor shortages, including as a result of U.S. immigration policy;

•our ability to develop and maintain our brand;

•the effect of potential price increases and shortages on the inputs, commodities and ingredients that we require, including those effects caused by sustained inflation;

•our ability to manage our supply chain effectively;

•global or local pandemics and epidemics;

•the failure of our information technology systems to perform adequately, including as a result of any interruptions, intrusions, cyber attacks or physical or electronic security breaches of such systems;

•actions of activist stockholders;

•volatility in the price of our common stock; and

•other factors discussed under the heading “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in this report and the headings "Risk Factors," "Business," and "Management's Discussion and Analysis of Financial Condition and Results of Operations" in our Annual Report on Form 10-K for the year ended December 31, 2024.

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. Important factors that could cause actual results to differ materially from our expectations, or cautionary statements, are disclosed under "Risk Factors" and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in this report. 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. These forward-looking statements speak only as of the date of this Quarterly Report on Form 10-Q. The Company assumes no obligation to revise or update any forward-looking statements for any reason, except as required by law.

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PART I—FINANCIAL INFORMATION

Item 1. Financial Statements

FRESHPET, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited, in thousands, except per share data)


	June 30, 2025		December 31, 2024
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	243,684	$	268,633
Accounts receivable, net of allowance for doubtful accounts	60,375		68,419
Inventories, net	90,583		80,794
Prepaid expenses	10,702		16,026
Other current assets	3,833		3,126
Total Current Assets	409,177		436,998
Property, plant and equipment, net	1,101,367		1,065,869
Deposits on equipment	450		1,047
Operating lease right of use assets	67,505		3,366
Long term investment in equity securities	33,446		33,446
Other assets	35,549		34,152
Total Assets	$	1,647,494	$	1,574,878
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable	$	42,817	$	39,164
Accrued expenses	37,872		56,263
Current operating lease liabilities	2,074		1,322
Current finance lease liabilities	2,218		2,120
Total Current Liabilities	$	84,981	$	98,869
Convertible senior notes	396,237		395,163
Long term operating lease liabilities	65,655		2,213
Long term finance lease liabilities	28,967		23,273
Total Liabilities	$	575,840	$	519,518
Commitments and contingencies	—		—
STOCKHOLDERS' EQUITY:
Common stock — voting, $0.001 par value, 200,000 shares authorized, 48,792 issued and 48,778 outstanding on June 30, 2025, and 48,716 issued and 48,702 outstanding on December 31, 2024	49		49
Additional paid-in capital	1,350,344		1,338,160
Accumulated deficit	(278,147)		(281,806)
Accumulated other comprehensive loss	(336)		(787)
Treasury stock, at cost — 14 shares on June 30, 2025 and on December 31, 2024	(256)		(256)
Total Stockholders' Equity	1,071,654		1,055,360
Total Liabilities and Stockholders' Equity	$	1,647,494	$	1,574,878

See accompanying notes to the unaudited condensed consolidated financial statements.

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FRESHPET, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)

(Unaudited, in thousands, except per share data)


	For the Three Months Ended June 30,				For the Six Months Ended June 30,
	2025		2024		2025		2024
NET SALES	$	264,689	$	235,253	$	527,938	$	459,102
COST OF GOODS SOLD	156,499		141,301		315,960		276,992
GROSS PROFIT	108,190		93,952		211,978		182,110
SELLING, GENERAL, AND ADMINISTRATIVE EXPENSES	90,386		95,702		205,671		175,396
INCOME (LOSS) FROM OPERATIONS	17,804		(1,750)		6,307		6,714
OTHER (EXPENSES) INCOME:
Interest and Other Income, net	2,199		2,861		4,592		6,195
Interest Expense	(3,749)		(2,751)		(7,208)		(5,811)
Gain on Equity Investment	—		—		—		9,918
	(1,550)		110		(2,616)		10,302
INCOME (LOSS) BEFORE INCOME TAXES	16,254		(1,640)		3,691		17,016
INCOME TAX (BENEFIT) EXPENSE	(102)		54		32		108
INCOME (LOSS) ATTRIBUTABLE TO COMMON STOCKHOLDERS	$	16,356	$	(1,694)	$	3,659	$	16,908
OTHER COMPREHENSIVE INCOME (LOSS):
Change in foreign currency translation	$	240	$	(79)	$	451	$	(197)
TOTAL OTHER COMPREHENSIVE INCOME (LOSS)	240		(79)		451		(197)
TOTAL COMPREHENSIVE INCOME (LOSS)	$	16,596	$	(1,773)	$	4,110	$	16,711
NET INCOME (LOSS) PER SHARE ATTRIBUTABLE TO COMMON STOCKHOLDERS
-BASIC	$	0.34	$	(0.03)	$	0.08	$	0.35
-DILUTED	$	0.33	$	(0.03)	$	0.07	$	0.34
WEIGHTED AVERAGE SHARES OF COMMON STOCK OUTSTANDING
-BASIC	48,778		48,461		48,755		48,400
-DILUTED	50,198		48,461		50,256		50,154

See accompanying notes to the unaudited condensed consolidated financial statements.

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FRESHPET, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

(Unaudited, in thousands)


	Common Shares	Common Stock		Additional Paid-in Capital		Accumulated Deficit		Accumulated Other Comprehensive (Loss) Income		Treasury Shares	Treasury Stock		Total Stockholders' Equity
BALANCES, March 31, 2025	48,788	$	49	$	1,344,775	$	(294,503)	$	(576)	14	$	(256)	$	1,049,489
Exercise of options to purchase common stock	3	—		30		—		—		—	—		30
Vesting of restricted stock units	1	—		(244)		—		—		—	—		(244)
Share-based compensation expense	—	—		5,783		—		—		—	—		5,783
Foreign currency translation	—	—		—		—		240		—	—		240
Net income	—	—		—		16,356		—		—	—		16,356
BALANCES, June 30, 2025	48,792	$	49	$	1,350,344	$	(278,147)	$	(336)	14	$	(256)	$	1,071,654


	Common Shares	Common Stock		Additional Paid-in Capital		Accumulated Deficit		Accumulated Other Comprehensive (Loss) Income		Treasury Shares	Treasury Stock		Total Stockholders' Equity
BALANCES, March 31, 2024	48,449	$	48	$	1,288,890	$	(310,129)	$	(709)	14	$	(256)	$	977,844
Exercise of options to purchase common stock	40	—		1,381		—		—		—	—		1,381
Vesting of restricted stock units	4	—		(77)		—		—		—	—		(77)
Share-based compensation expense	—	—		18,429		—		—		—	—		18,429
Foreign currency translation	—	—		—		—		(79)		—	—		(79)
Net loss	—	—		—		(1,694)		—		—	—		(1,694)
BALANCES, June 30, 2024	48,493	48		$	1,308,623	$	(311,823)	$	(788)	14	$	(256)	$	995,804


	Common Shares	Common Stock		Additional Paid-in Capital		Accumulated Deficit		Accumulated Other Comprehensive (Loss) Income		Treasury Shares	Treasury Stock		Total Stockholders' Equity
BALANCES, December 31, 2024	48,716	$	49	$	1,338,160	$	(281,806)	$	(787)	14	$	(256)	$	1,055,360
Exercise of options to purchase common stock	7	—		187		—		—		—	—		187
Vesting of restricted stock units	69	—		(3,162)		—		—		—	—		(3,162)
Share-based compensation expense	—	—		15,159		—		—		—	—		15,159
Foreign currency translation	—	—		—		—		451		—	—		451
Net income	—	—		—		3,659		—		—	—		3,659
BALANCES, June 30, 2025	48,792	$	49	$	1,350,344	$	(278,147)	$	(336)	14	$	(256)	$	1,071,654


	Common Shares	Common Stock		Additional Paid-in Capital		Accumulated Deficit		Accumulated Other Comprehensive (Loss) Income		Treasury Shares	Treasury Stock		Total Stockholders' Equity
BALANCES, December 31, 2023	48,277	$	48	$	1,282,984	$	(328,731)	$	(591)	14	$	(256)	$	953,454
Exercise of options to purchase common stock	145	—		4,196		—		—		—	—		4,196
Vesting of restricted stock units	71	—		(2,159)		—		—		—	—		(2,159)
Share-based compensation expense	—	—		23,602		—		—		—	—		23,602
Foreign currency translation	—	—		—		—		(197)		—	—		(197)
Net income	—	—		—		16,908		—		—	—		16,908
BALANCES, June 30, 2024	48,493	$	48	$	1,308,623	$	(311,823)	$	(788)	14	$	(256)	$	995,804

See accompanying notes to the unaudited condensed consolidated financial statements.

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FRESHPET, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited, in thousands)


	For the Six Months Ended June 30,
	2025		2024
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income	$	3,659	$	16,908
Adjustments to reconcile net income to net cash flows provided by operating activities:
Provision for loss on accounts receivable	11,452		13
Loss on disposal of property, plant and equipment	1,229		286
Share-based compensation	15,037		25,755
Inventory obsolescence	—		699
Depreciation and amortization	42,436		33,324
Amortization of deferred financing costs	1,074		1,035
Change in operating lease right of use asset	727		766
Gain on equity investment	—		(9,918)
Changes in operating assets and liabilities:
Accounts receivable	(3,208)		(11,407)
Inventories	(9,400)		(8,685)
Prepaid expenses and other current assets	(3,913)		(3,968)
Other assets	(3,060)		(1,240)
Accounts payable	2,291		(981)
Accrued expenses	(18,958)		6,069
Operating lease liability	(673)		(837)
Net cash flows provided by operating activities	38,693		47,819
CASH FLOWS FROM INVESTING ACTIVITIES:
Acquisitions of property, plant and equipment, software and deposits on equipment	(59,932)		(94,795)
Net cash flows used in investing activities	(59,932)		(94,795)
CASH FLOWS FROM FINANCING ACTIVITIES:
Tax withholdings related to net shares settlements of restricted stock units	(2,860)		(1,440)
Principal payments under finance lease obligations	(1,037)		(952)
Proceeds from exercise of options to purchase common stock

SEC Form 10-Q filed by Freshpet Inc.