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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): August 14, 2024
BARFRESH
FOOD GROUP INC.
(Exact
name of registrant as specified in its charter)
| Delaware |
|
001-41228 |
|
27-1994406 |
(State
or other jurisdiction
of
incorporation) |
|
(Commission
File
Number) |
|
(IRS
Employer
Identification
No.) |
3600
Wilshire Boulevard Suite 1720, Los Angeles, California 90010
(Address
of principal executive offices)
Registrant’s
telephone number, including area code: (310) 598-7113
N/A
(Former
name or former address, if changed since last report.)
Check
the appropriate box below if the 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)) |
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, $0.000001 par value |
|
BRFH |
|
The
Nasdaq Stock Market LLC |
Securities
registered pursuant to Section 12(g) of the Act: None
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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. ☐
Item
2.02. Results of Operations and Financial Condition.
On
August 14, 2024, Barfresh Food Group, Inc., a Delaware corporation (the “Company”) issued an update on recent business developments
in conjunction with the filing of its form 10-Q for the quarter ended June 30, 2024.
The
conference call discussing these results took place on Wednesday, August 14, 2024, at 1:30 pm Pacific Time (4:30 pm Eastern Time). A
telephonic playback will be available through Wednesday, August 28, 2024.
Use
of Non-GAAP Measures
Barfresh
Food Group, Inc. prepares its consolidated financial statements in accordance with accounting principles generally accepted in the United
States (“GAAP”). In order to aid in the understanding of the Company’s business performance, the Company has also presented
certain non-GAAP measures, including EBITDA and Adjusted EBITDA, which are reconciled to net (loss) in the schedules to the press release
furnished with this Current Report on Form 8-K as Exhibit 99.1. The reconciling items are non-operational or non-cash costs, including
stock compensation, and other non-recurring costs such as those associated with the dispute regarding the product withdrawal and manufacturing
relocation costs.
Management
believes that Adjusted EBITDA provides useful information to the investor because it is directly reflective of the period-to-period performance
of the Company’s core business. In addition, Adjusted EBITDA is used in developing the Company’s internal budgets, forecasts
and strategic plan; in analyzing the effectiveness of its business strategies; and in making compensation decisions and in communications
with its board of directors concerning its financial performance.
Adjusted
EBITDA should not be considered as an alternative to net loss as a measure of operating results. It may not be comparable to similarly
titled measures used by other companies and exclude financial information that some may consider important in evaluating the Company’s
performance.
Forward
Looking Statements
Except
for historical information herein, matters set forth in this press release are forward-looking, including statements about the Company’s
commercial progress and future financial performance. These forward-looking statements are identified by the use of words such as “grow”,
“expand”, “anticipate”, “intend”, “estimate”, “believe”, “expect”,
“plan”, “should”, “hypothetical”, “potential”, “forecast” and “project”,
among others. All statements, other than statements of historical fact, included in the press release that address activities, events
or developments that the Company believes or anticipates will or may occur in the future are forward-looking statements. These statements
are based on certain assumptions made based on experience, expected future developments and other factors the Company believes are appropriate
under the circumstances. Such statements are subject to a number of assumptions, risks and uncertainties, many of which are beyond the
control of the Company and may not materialize. Investors are cautioned that any such statements are not guarantees of future performance.
The contents of this release should be considered in conjunction with the warnings, risk factors and cautionary statements contained
in the Company’s recent filings with the Securities and Exchange Commission, including its Annual Report on Form 10-K and Quarterly
Reports on Form 10-Q. Furthermore, the Company does not intend, and is not obligated, to update publicly any forward-looking statements,
except as required by law.
Item
7.01. Regulation FD Disclosures.
The
disclosures set forth in Item 2.02 are incorporated herein by reference.
Item
9.01. Financial Statements and Exhibits.
(d)
Exhibits.
The
following exhibit relating to Items 2.02 and 7.01 shall be deemed to be furnished, and not filed:
SIGNATURES
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 duly authorized.
| |
Barfresh
Food Group Inc.,
a
Delaware corporation
(Registrant) |
| |
|
|
| Date:
August 14, 2024 |
|
/s/
Riccardo Delle Coste |
| |
By: |
Riccardo
Delle Coste |
| |
Its: |
CEO |
Exhibit
99.1
Barfresh
Provides Second Quarter 2024 Results and Business Update
Revenue
of $1.5 Million and Gross Margins of 35% for Second Quarter 2024
Third
Quarter 2024 Revenue and Orders Already at Over $2.2 Million, Up 40% Year-over-Year, with Company on Track for Record Quarterly Revenue
and Positive Adjusted EBITDA
Company
Has Recently Secured Three New Co-Manufacturing Locations, Boosting Production Capacity to Over 120 Million Units Annually, a 400% Increase
Expanded
Product Portfolio with Recent Launch of 100% Juice Freeze Pops in Education Channel, Poised to Significantly Increase Channel Revenue
Company
Expects to Achieve Record Annual Revenue in Fiscal Year 2024 and Year-over-Year Margin Improvement, Propelled by Increased Production
Capacity and Accelerated Customer Wins
LOS
ANGELES, August 14, 2024 (GLOBE NEWSWIRE) – Barfresh Food Group Inc. (the “Company” or “Barfresh”) (Nasdaq:
BRFH), a provider of frozen, ready-to-blend and ready-to-drink beverages, is providing a business update for the second quarter ended
June 30, 2024.
Management
Comments
Riccardo
Delle Coste, the Company’s Chief Executive Officer, stated, “During the first six months of this year we have made tremendous
improvements in all areas of our business. Our recent infrastructure investments have us well positioned to achieve record quarterly
revenue results in our third quarter and record annual revenue results while also driving margin improvement. The recent investments
include expanding our co-manufacturing capacity by 400%, expanding our product line with a new offering that has the potential to be
as big as of all of our other products combined, significantly increasing the number of school customers, and extending our sales reach
to cover over 95% of the country – all while bringing on top talent to our leadership team. These investments are not just about
this year’s results; they are about building a company that is primed for sustained, long-term growth. The infrastructure we’ve
put in place thus far is the launchpad for our next phase of growth. As we look ahead, I’m energized by the opportunities before
us and confident in our ability to deliver substantial value to our customers and shareholders alike.”
Second
Quarter of 2024 Financial Results
Revenue
for the second quarter of 2024 was $1.46 million, compared to $1.51 million in the second quarter of 2023. Revenue in 2024 benefitted
from increased capacity in carton production and improvements in bulk sales. Revenue in 2023 was positively impacted by adjustments to
estimated credits related to our legal dispute. Excluding such adjustments, revenue increased by 6% year-over-year. Gross margins for
the second quarter of 2024 were 34.8%, compared to 31.4% for the second quarter of 2023. The improvement in gross margins is a result
of favorable product mix, pricing actions, and a slight improvement in the cost of supply chain components.
Selling,
marketing and distribution expenses for the second quarter of 2024 decreased 7% to $583,000, or 40% of revenue, compared to $625,000,
or 41% of revenue, for the second quarter of 2023. G&A expenses in the second quarter of 2024 were $871,000 compared to $493,000
in the second quarter of 2023. The increase in G&A was due to a number of factors including recruiting fees to broaden the capabilities
of the Company’s management team, a non-cash shift to stock-based compensation and the non-recurrence of recognizing Employee Retention
Tax Credit benefits in 2023.
Net
loss in the second quarter of 2024 was $1.0 million, as compared to a loss of $742,000 in the second quarter of 2023. The increase is
a result of a shift to stock-based compensation, recruiting expense, and the non-recurrence of tax benefits in 2023.
Non-GAAP
Financial Measures
The
above information is presented in conformity with accounting principles generally accepted in the United States. In order to aid in the
understanding of the Company’s business performance, the Company has also presented below certain non-GAAP measures, including
EBITDA and Adjusted EBITDA, which are reconciled in the table below to comparable GAAP measures. Management believes that Adjusted EBITDA
provides useful information to the investor because it is directly reflective of the performance of the Company. The exclusion of certain
items including stock compensation, and other non-recurring costs such as those associated with the product withdrawal, the related dispute,
and certain manufacturing relocation costs in calculating Adjusted EBITDA can provide a useful measure for period-to-period comparisons
of the Company’s core business performance. Adjusted EBITDA is not a recognized measurement under GAAP and should not be considered
as an alternative to net income, income from operations or any other performance measure derived in accordance with GAAP.
Adjusted
EBITDA was approximately a loss of $682,000 for the second quarter of 2024, compared to a loss of approximately $617,000 for the second
quarter of 2023. A reconciliation of net loss to Adjusted EBITDA is provided below.
| | |
For the three months ended June 30, | | |
For the six months ended June 30, | |
| | |
2024 | | |
2023 | | |
2024 | | |
2023 | |
| Net loss | |
$ | (1,011,000 | ) | |
$ | (742,000 | ) | |
$ | (1,460,000 | ) | |
$ | (1,647,000 | ) |
| | |
| | | |
| | | |
| | | |
| | |
| Depreciation and amortization | |
| 72,000 | | |
| 102,000 | | |
| 146,000 | | |
| 205,000 | |
| Interest expense | |
| 6,000 | | |
| - | | |
| 10,000 | | |
| - | |
| EBITDA | |
| (933,000 | ) | |
| (640,000 | ) | |
| (1,304,000 | ) | |
| (1,442,000 | ) |
| | |
| | | |
| | | |
| | | |
| | |
| Stock based compensation, employees and board of directors | |
| 214,000 | | |
| (17,000 | ) | |
| 517,000 | | |
| 190,000 | |
| Operating expense related to withdrawn product and related dispute (1) | |
| 32,000 | | |
| 40,000 | | |
| 108,000 | | |
| 92,000 | |
| Manufacturing relocation (2) | |
| 5,000 | | |
| - | | |
| 50,000 | | |
| - | |
| Adjusted EBITDA | |
$ | (682,000 | ) | |
$ | (617,000 | ) | |
$ | (629,000 | ) | |
$ | (1,160,000 | ) |
(1)
Barfresh experienced a quality issue with product manufactured by one of its contract manufacturers, which is the subject of a legal
dispute as to the source of complaints received. Operating expense in 2023 and 2024 primarily includes legal expense incurred with respect
to the dispute.
(2)
Represents costs incurred to relocate single-serve ready-to-blend beverage pack production lines owned by Barfresh at the conclusion
of a multi-year manufacturing agreement.
Balance
Sheet
As
of June 30, 2024, the Company had approximately $383,000 of cash, and approximately $1.5 million of inventory on its balance sheet. In
the first half of the year, the Company deployed a significant amount of cash to build up inventory in preparation for its seasonally
high third quarter. This decision was made as the Company continued to work to secure additional production capacity to meet anticipated
demand. Given that this additional capacity has been secured and production is set to commence, the Company expects its cash burn to
normalize in the second half of the year. In August 2024, the Company secured a $1.5 million receivables financing facility with a one-year
term that renews annually and is secured by accounts receivable and inventory. This provides the Company with extra coverage to fund
inventory should it need to flex up production further. This proactive approach ensures the Company has the flexibility to respond quickly
to market demands while maintaining a strong financial position. In addition, the Company also received non-recourse litigation financing
to allow vigorous pursuit of its legal complaint without further expense to the company.
Commentary
and Outlook for 2024
The
Company continues to expect to achieve record fiscal year revenue for fiscal year 2024.
The
Company continues to expect to achieve higher gross profit in 2024 compared to 2023 with gross profit margins for 2024 expected to be
in the high 30’s.
The
Company expects positive adjusted EBITDA in the second half of fiscal year 2024.
Supplier
Dispute
During
the third quarter of 2022, Barfresh received customer complaints related to the textural consistency of some of the Company’s Twist
& Go™ bottle product, which was isolated to one manufacturer. The product was found to be safe for consumption but did not
meet the textural standards as outlined in the supply agreement with the manufacturer. In response, Barfresh withdrew product from the
market and destroyed on-hand inventory. Barfresh attempted to resolve the issues by informal negotiation, as contractually required prior
to filing suit; however, such negotiations were unsuccessful. Barfresh filed a complaint on November 10, 2022, in the Federal District
Court in Los Angeles against the manufacturer. In response, the manufacturer terminated the supply agreement. On January 20, 2023, Barfresh
filed a voluntary dismissal of the complaint which allows the parties to reach a potential resolution outside of the court system. However,
as the parties were once again unable to come to an agreement, Barfresh re-filed the complaint in California State Court in August 2023
and the case continues to progress through the court system. Due to the uncertainties surrounding the claim, Barfresh is not able to
predict either the outcome or a range of reasonably possible recoveries that could result from its actions against the manufacturer,
and no gain contingencies have been recorded. The total impact of the product withdrawal and loss of a manufacturer of Twist & Go™
bottle product may be subject to change.
Conference
Call
The
conference call to discuss these results is scheduled for today, Wednesday, August 14, 2024, at 1:30 pm Pacific Time (4:30 pm Eastern
Time). Listeners can dial (877) 407-4018 in North America, and international listeners can dial (201) 689-8471. A telephonic playback
will be available approximately two hours after the call concludes and will be available through Wednesday, August 28, 2024. Listeners
in North America can dial (844) 512-2921, and international listeners can dial (412) 317-6671. Passcode is 13747368. Interested parties
may also listen to a simultaneous webcast of the conference call by clicking here or logging
onto the Company’s website at www.barfresh.com in the Investors-Presentations section.
About
Barfresh Food Group
Barfresh
Food Group Inc. (Nasdaq: BRFH) is a developer, manufacturer and distributor of ready-to-blend and ready-to-drink beverages, including
smoothies, shakes and frappes, primarily for the education market, foodservice industry and restaurant chains, delivered as fully prepared
individual portions or single serving and bulk formats for on-site preparation. The Company’s single serving, on-site prepared
product utilizes a proprietary, patented system that uses portion-controlled pre-packaged beverage ingredients, delivering a freshly
made frozen beverage that is quick, cost efficient, better for you and without waste. For more information, please visit www.barfresh.com.
Forward
Looking Statements
Except
for historical information herein, matters set forth in this press release are forward-looking, including statements about the Company’s
commercial progress, success of its strategic relationship(s), and projections of future financial performance. These forward-looking
statements are identified by the use of words such as “grow”, “expand”, “anticipate”, “intend”,
“estimate”, “believe”, “expect”, “plan”, “should”, “hypothetical”,
“potential”, “forecast” and “project”, “continue,” “could,” “may,”
“predict,” and “will” and variations of such words and similar expressions are intended to identify such forward-looking
statements. All statements, other than statements of historical fact, included in the press release that address activities, events or
developments that the Company believes or anticipates will or may occur in the future are forward-looking statements. These statements
are based on certain assumptions made based on experience, expected future developments and other factors the Company believes are appropriate
under the circumstances. Such statements are subject to a number of assumptions, risks and uncertainties, many of which are beyond the
control of the Company. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect,
actual results may vary materially from those indicated or anticipated by such forward-looking statements. Accordingly, you are cautioned
not to place undue reliance on these forward-looking statements, which speak only as of the date they are made. The contents of this
release should be considered in conjunction with the Company’s recent filings with the Securities and Exchange Commission, including
its Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, including any warnings, risk factors
and cautionary statements contained therein. Furthermore, the Company expressly disclaims any current intention to update publicly any
forward-looking statements after the distribution of this release, whether as a result of new information, future events, changes in
assumptions or otherwise.
Investor
Relations
John
Mills
ICR
646-277-1254
John.Mills@icrinc.com
Deirdre
Thomson
ICR
646-277-1283
Deirdre.Thomson@icrinc.com
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