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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
10-Q
☒ |
QUARTERLY
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For
the quarterly period ended March 31, 2022
☐ |
TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For
the transition period from ________________ to ___________________
Commission
File Number: 000-55131
BARFRESH
FOOD GROUP INC.
(Exact
name of registrant as specified in its charter)
Delaware |
|
27-1994406 |
(State
or other jurisdiction of
incorporation
or organization) |
|
(I.R.S.
Employer
Identification
No.) |
|
|
|
3600
Wilshire Blvd., Suite 1720,
Los
Angeles, California |
|
90010 |
(Address
of principal executive offices) |
|
(Zip
Code) |
310-598-7113
(Registrant’s
telephone number, including area code)
Not
Applicable
(Former
name, former address and former fiscal year, if changed since last report)
Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
Common
stock, $0.000001 par value |
|
BRFH |
|
The
Nasdaq Capital 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 ☒ No ☐
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 during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Yes ☒ No ☐
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 the 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.
Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes [ ] No ☒
Indicate
the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: 12,919,899
shares as of April 25, 2022.
TABLE
OF CONTENTS
Item
1. Financial Statements.
Barfresh
Food Group Inc.
Condensed
Consolidated Balance Sheets
See
the accompanying notes to the condensed consolidated financial statements
Barfresh
Food Group Inc.
Condensed
Consolidated Statements of Operations
For
the three months ended March 31, 2022 and 2021
(Unaudited)
See
the accompanying notes to the condensed consolidated financial statements
Barfresh
Food Group Inc.
Condensed
Consolidated Statements of Cash Flows
For
the three months ended March 31, 2022 and 2021
(Unaudited)
See
the accompanying notes to the condensed consolidated financial statements
Barfresh
Food Group Inc.
Notes
to Condensed Consolidated Financial Statements
March
31, 2022
(Unaudited)
Note
1. Description of the Business, Basis of Presentation, and Summary of Significant Accounting Policies
Barfresh
Food Group Inc., (“we,” “us,” “our,” and the “Company”) was incorporated on February
25, 2010 in the State of Delaware. The Company is engaged in the manufacture and distribution of ready-to-drink and ready-to-blend beverages,
particularly, smoothies, shakes and frappes.
Basis
of Presentation
The
accompanying condensed consolidated financial statements are unaudited. These unaudited interim condensed consolidated financial statements
have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and
applicable rules and regulations of the U.S. Securities and Exchange Commission (“SEC”) regarding interim financial reporting.
Certain information and footnote disclosures normally included in the financial statements prepared in accordance with GAAP have been
condensed or omitted pursuant to such rules and regulations. Accordingly, these interim condensed consolidated financial statements should
be read in conjunction with the audited consolidated financial statements for the fiscal year ended December 31, 2021 included in the
Company’s Annual Report on Form 10-K, as filed with the SEC on March 10, 2022. In management’s opinion, the unaudited interim
condensed consolidated financial statements reflect all adjustments, which are of a normal and recurring nature, that are necessary for
a fair presentation of financial results for the interim periods presented. Operating results for any quarter are not necessarily indicative
of the results for the full fiscal year.
Reverse
Stock Split
Effective
December 29, 2021, the Company amended its certificate of incorporation to implement a 1-for-13 reverse stock split of its issued and
outstanding shares of common stock. All the share numbers, share prices, exercise prices and other per share information throughout these
financial statements have been adjusted, on a retroactive basis, to reflect the 1-for-13 reverse stock split.
Principles
of Consolidation
The
consolidated financial statements include the financial statements of the Company and our wholly owned subsidiaries, Barfresh Inc. and
Barfresh Corporation Inc. (formerly known as Smoothie, Inc.). All inter-company balances and transactions among the companies have been
eliminated upon consolidation.
Use
of Estimates
The
preparation of consolidated financial statements in accordance with GAAP requires management to make estimates and assumptions that affect
the reported amounts of assets and liabilities in the balance sheets and revenues and expenses during the years reported. Actual results
may differ from these estimates.
Summary
of Significant Accounting Policies
There
have been no changes to our significant accounting policies described in our Annual Report on Form 10-K for the year ended December 31,
2021, as filed with the SEC on March 10, 2022 that have had a material impact on our condensed consolidated financial statements and
related notes.
Fair
Value Measurement
Financial
Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 820, Fair Value Measurements
and Disclosures (“ASC 820”), provides a comprehensive framework for measuring fair value and expands disclosures which are
required about fair value measurements. Specifically, ASC 820 sets forth a definition of fair value and establishes a hierarchy prioritizing
the inputs to valuation techniques, giving the highest priority to quoted prices in active markets for identical assets and liabilities
and the lowest priority to unobservable value inputs. ASC 820 defines the hierarchy as follows:
Level
1 – Quoted prices are available in active markets for identical assets or liabilities as of the reported date. The types of assets
and liabilities included in Level 1 are highly liquid and actively traded instruments with quoted prices, such as equities listed on
the New York Stock Exchange.
Level
2 – Pricing inputs are other than quoted prices in active markets but are either directly or indirectly observable as of the reported
date. The types of assets and liabilities in Level 2 are typically either comparable to actively traded securities or contracts or priced
with models using highly observable inputs.
Level
3 – Significant inputs to pricing that are unobservable as of the reporting date. The types of assets and liabilities included
in Level 3 are those with inputs requiring significant management judgment or estimation, such as complex and subjective models and forecasts
used to determine the fair value.
Our
financial instruments consist of cash, accounts receivable, accounts payable, advanced payments, restricted cash, as well as our PPP
loan, convertible notes, and derivative liabilities which were settled in 2021. The carrying value of our financial instruments on March
31, 2022, December 31, 2021 and March 31, 2021 approximates their fair values, except for the derivative liability, which was carried
at fair value prior to its extinguishment.
Restricted
Cash
At
March 31, 2022 and December 31, 2021, the Company had approximately $250,000 and $142,000, respectively, in restricted cash related to
a co-packing agreement.
Accounts
Receivable
As
of each of March 31, 2022 and December 31, 2021, the Company’s allowance for doubtful accounts was approximately $121,000. The
allowance was estimated based on evaluation of collectability of outstanding accounts receivable.
Other
Receivables
Other
receivables consist of amounts due from vendors for materials acquired on their behalf for use in manufacturing the Company’s products.
Revenue
Recognition
In
accordance with ASC 606, Revenue from Contracts with Customers, revenue is recognized when a customer obtains ownership of promised goods.
The amount of revenue recognized reflects the consideration to which the Company expects to be entitled to receive in exchange for these
goods. The Company applies the following five steps:
|
1) |
Identify
the contract with a customer |
|
|
|
|
|
A
contract with a customer exists when (i) the Company enters into an enforceable contract with a customer that defines each party’s
rights, (ii) the contract has commercial substance and, (iii) the Company determines that collection of substantially all consideration
for goods or services that are transferred is probable. For the Company, the contract is the approved sales order, which may also
be supplemented by other agreements that formalize various terms and conditions with customers. |
|
|
|
|
2) |
Identify
the performance obligation in the contract |
|
|
|
|
|
Performance
obligations promised in a contract are identified based on the goods or services that will be transferred to the customer. For the
Company, this consists of the delivery of frozen beverages, which provide immediate benefit to the customer. |
|
3) |
Determine
the transaction price |
|
|
|
|
|
The
transaction price is determined based on the consideration to which the Company will be entitled in exchange for transferring goods
and is generally stated on the approved sales order. Variable consideration, which typically includes volume-based rebates or discounts,
are estimated utilizing the most likely amount method. |
|
|
|
|
4) |
Allocate
the transaction price to performance obligations in the contract
Since
our contracts contain a single performance obligation, delivery of frozen beverages, the transaction price is allocated to that single
performance obligation. |
|
|
|
|
5) |
Recognize
Revenue when or as the Company satisfies a performance obligation |
|
|
|
|
|
The
Company recognizes revenue from the sale of frozen beverages when title and risk of loss passes and the customer accepts the goods,
which generally occurs at the time of delivery to a customer warehouse. Customer sales incentives such as volume-based rebates or
discounts are treated as a reduction of sales at the time the sale is recognized. Shipping and handling costs are treated as fulfillment
costs and presented in distribution, selling and administrative costs.
Payments
that are received before performance obligations are recorded are shown as current liabilities. |
|
|
|
|
|
The
company evaluated the requirement to disaggregate revenue and concluded that substantially all of its revenue comes from smoothie
beverages. |
Shipping
and Storage Costs
Shipping
and handling costs are included in general and administrative expenses. For the three months ending March 31, 2022 and 2021, shipping
and handling costs totaled approximately $437,000 and $144,000, respectively.
Research
and Development
Expenditures
for research activities relating to product development and improvement are charged to expense as incurred. The Company incurred approximately
$31,000 and $68,000, in research and development expenses for the three months ending March 31, 2022 and 2021, respectively.
Loss
Per Share
At
March 31, 2022 and 2021 common stock equivalents have not been included in the calculation of net loss per share as their effect is anti-dilutive
as a result of losses incurred.
Recent
Pronouncements
From
time to time, new accounting pronouncements are issued that we adopt as of the specified effective date. We have not determined if the
impact of recently issued standards that are not yet effective will have an impact on our results of operations and financial position.
Note
2. Inventory
Inventory
consists of the following:
Schedule
of Inventory
| |
March 31, | | |
December 31, | |
| |
2022 | | |
2021 | |
Raw materials | |
$ | 102,768 | | |
$ | 105,355 | |
Finished goods | |
| 748,035 | | |
| 599,994 | |
Inventory, net | |
$ | 850,802 | | |
$ | 705,349 | |
Note
3. Property Plant and Equipment
Property
and equipment, net consist of the following:
Schedule
of Property and Equipment
| |
March 31, | | |
December 31, | |
| |
2022 | | |
2021 | |
Furniture and fixtures | |
$ | 1,524 | | |
$ | 1,524 | |
Manufacturing equipment and customer equipment | |
| 3,813,763 | | |
| 3,800,238 | |
Leasehold improvements | |
| 4,886 | | |
| 4,886 | |
Vehicles | |
| 29,696 | | |
| 29,696 | |
Property and equipment, gross | |
| 3,849,869 | | |
| 3,836,344 | |
Less: accumulated depreciation | |
| (3,039,673 | ) | |
| (2,894,632 | ) |
Property and equipment | |
| 810,196 | | |
| 941,712 | |
Equipment not yet placed in service | |
| 646,331 | | |
| 646,331 | |
Property and equipment, net of depreciation | |
$ | 1,456,527 | | |
$ | 1,588,043 | |
Depreciation
expense related to these assets was approximately $145,000 and $131,000 for the three months
ended March 31, 2022 and 2021, respectively. Depreciation expense in cost of revenue was approximately $6,000 for three months ended
March 31, 2021. There was no depreciation expense in cost of revenue for the three months ended March 31, 2022.
Note
4. Convertible Notes and Derivative Liability (Related and Unrelated Party)
In
2018, the Company issued Milestone I and Milestone II Convertible Notes, which were repaid and converted in the second quarter of 2021.
The
Milestone II Convertible Notes contained variable conversion provisions based on the future price of the Company’s common stock,
resulting in the potential issuance of an indeterminate number of shares of common stock upon conversion. The Company measured the fair
value of the derivative resulting from the variable conversion provisions each reporting period. The fair value was reported as a derivative
liability and the change in value of $16,787
was recorded as a gain in the accompanying
condensed consolidated statement of operations for the three months ended March 31, 2021.
Note
5. Commitments and Contingencies
The
Company leases office space under a non-cancelable operating lease which expires on March
31, 2023. Our periodic lease cost was approximately
$20,000 for
each of the three months ended March 31, 2022 and 2021, respectively. As of March 31, 2022, our right of use asset was $70,176.
The
following table presents the future operating lease payment as of March 31, 2022.
Schedule of Estimate Future Maturities of Lease Liabilities
| |
| | |
2022 (nine months remaining) | |
$ | 60,713 | |
2023 | |
| 20,238 | |
Total lease payments | |
| 80,951 | |
Less: imputed interest | |
| (4,220 | ) |
Total lease liability | |
$ | 76,731 | |
From
time to time, various lawsuits and legal proceedings may arise in the ordinary course of business. However, litigation is subject to
inherent uncertainties and an adverse result in these, or other matters may arise from time to time that may harm our business. The Company
is currently the defendant in one legal proceeding for an amount less than $100,000. Our legal counsel and management believe a material
unfavorable outcome to be remote.
Note
6. Stockholders’ Equity
The
following are changes in stockholders’ equity for the three months ended March 31, 2021 and March 31, 2022:
Schedule of Changes in Stockholders' Equity
| |
| | |
| | |
| | |
| | |
| |
| |
| | |
| | |
Additional | | |
| | |
| |
| |
Common Stock | | |
paid in | | |
Accumulated | | |
| |
| |
Shares | | |
Amount | | |
Capital | | |
(Deficit) | | |
Total | |
Balance December 31, 2020 | |
| 11,471,797 | | |
$ | 12 | | |
$ | 53,223,803 | | |
$ | (50,899,629 | ) | |
$ | 2,324,186 | |
Shares issued for warrant exercise | |
| - | | |
| | | |
| | | |
| - | | |
| | |
Equity based compensation | |
| - | | |
| - | | |
| (34,585 | ) | |
| - | | |
| (34,585 | ) |
Issuance of stock for services | |
| - | | |
| | | |
| | | |
| - | | |
| | |
Net loss | |
| - | | |
| - | | |
| - | | |
| (591,519 | ) | |
| (591,519 | ) |
Balance March 31, 2021 | |
| 11,471,797 | | |
$ | 12 | | |
$ | 53,189,218 | | |
$ | (51,491,148 | ) | |
$ | 1,698,082 | |
| |
| | |
| | |
Additional | | |
| | |
| |
| |
Common Stock | | |
paid in | | |
Accumulated | | |
| |
| |
Shares | | |
Amount | | |
Capital | | |
(Deficit) | | |
Total | |
Balance December 31, 2021 | |
| 12,905,112 | | |
$ | 13 | | |
$ | 60,340,620 | | |
$ | (52,164,775 | ) | |
$ | 8,175,858 | |
Shares issued for warrant exercise | |
| 986 | | |
| | | |
| 5,000 | | |
| - | | |
| 5,000 | |
Equity based compensation | |
| - | | |
| - | | |
| 28,036 | | |
| - | | |
| 28,036 | |
Issuance of stock for services | |
| 13,801 | | |
| | | |
| 98,332 | | |
| - | | |
| 98,332 | |
Net loss | |
| - | | |
| - | | |
| - | | |
| (894,509 | ) | |
| (894,509 | ) |
Balance March 31, 2022 | |
| 12,919,899 | | |
$ | 13 | | |
$ | 60,471,988 | | |
$ | (53,059,284 | ) | |
$ | 7,412,717 | |
Warrants
During
the three months ended March 31, 2022, 96,664 warrants at an exercise price of $9.10 per share expired, and 986 warrants at an exercise
price of $5.07 per share were exercised for proceeds of approximately $5,000.
Equity
Incentive Plan
The
following is a summary of stock option activity for the three months ended March 31, 2022:
Summary of Stock Options Activity
| |
Number of Options | | |
Weighted average exercise price per share | | |
Remaining term in years | |
Outstanding on December 31, 2021 | |
| 625,016 | | |
$ | 7.55 | | |
| 3.8 | |
Issued | |
| 25,385 | | |
$ | 5.58 | | |
| | |
Cancelled/expired | |
| (11,541 | ) | |
$ | 4.94 | | |
| | |
Outstanding on March 31, 2022 | |
| 638,860 | | |
$ | 7.52 | | |
| 3.5 | |
| |
| | | |
| | | |
| | |
Exercisable, March 31, 2022 | |
| 539,345 | | |
$ | 7.92 | | |
| 3.0 | |
The
fair value of the options issued (approximately $105,000, in the aggregate) was calculated using the Black-Sholes option pricing model,
based on the following:
Summary of Fair Value of Options Using Black-Sholes Option Pricing Model
| |
2021 | |
Expected term (in years) | |
| 5.5 | |
Expected volatility | |
| 85.7 | % |
Risk-free interest rate | |
| 1.5
- 1.6 | % |
Expected dividends | |
$ | - | |
Weighted average grant date fair value per share | |
$ | 4.15 | |
As
of March 31, 2022, the Company has approximately $189,000 of unrecognized share-based compensation expense related to unvested options,
which is expected to be recognized over the remaining weighted average period of 2.2 years.
The
following is a summary of restricted stock award and restricted stock unit activity for the three months ended March 31, 2022:
Summary
of Restricted Stock Award and Restricted Stock Unit Activity
| |
Number of shares | | |
Weighted average grant date fair value | |
Unvested at January 1, 2022 | |
| - | | |
$ | - | |
Granted | |
| 40,554 | | |
$ | 5.36 | |
Unvested at March 31, 2022 | |
| 40,554 | | |
$ | 5.36 | |
As
of March 31, 2022, the Company has approximately $202,000 of unrecognized share-based compensation expense related to restricted stock
awards and restricted stock units, which is expected to be recognized over the remaining weighted average period of 2.6 years.
Note
7. Income Taxes
ASC
740 requires a valuation allowance to reduce the deferred tax assets reported if, based on the weight of evidence, it is more than likely
than not that some portion or all the deferred tax assets will not be recognized. Accordingly, at this time the Company has placed a
valuation allowance on all tax assets. As of March 31, 2022, the estimated effective tax rate for the year was zero.
There
are open statutes of limitations for taxing authorities in federal and state jurisdictions to audit our tax returns from 2017 through
the current period. Our policy is to account for income tax related interest and penalties in income tax expense in the statement of
operations.
For
the three months ended March 31, 2022 and 2021, the Company did not incur any interest and penalties associated with tax positions. As
of March 31, 2022, the Company did not have any significant unrecognized uncertain tax positions.
Item
2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
The
following discussion should be read in conjunction with the financial information included elsewhere in this Quarterly Report on Form
10-Q (this “Report”), including our unaudited condensed consolidated financial statements and the related notes and with
our audited consolidated financial statements and related notes included in our Annual Report on Form 10-K for the year ended December
31, 2021, as filed with the SEC on March 10, 2022, and other reports that we file with the SEC from time to time.
References
in this Quarterly Report on Form 10-Q to “us”, “we”, “our” and similar terms refer to Barfresh Food
Group Inc.
Cautionary
Note Regarding Forward-Looking Statements
This
discussion includes forward-looking statements, as that term is defined in the federal securities laws, based upon current expectations
that involve risks and uncertainties, such as plans, objectives, expectations, and intentions. Actual results and the timing of events
could differ materially from those anticipated in these forward-looking statements as a result of a number of factors. Words such as
“anticipate”, “estimate”, “plan”, “continuing”, “ongoing”, “expect”,
“believe”, “intend”, “may”, “will”, “should”, “could” and similar
expressions are used to identify forward-looking statements.
We
caution you that these statements are not guarantees of future performance or events and are subject to a number of uncertainties, risks
and other influences, many of which are beyond our control, which may influence the accuracy of the statements and the projections upon
which the statements are based. Any one or more of these uncertainties, risks and other influences could materially affect our results
of operations and whether forward-looking statements made by us ultimately prove to be accurate. Our actual results, performance and
achievements could differ materially from those expressed or implied in these forward-looking statements. We undertake no obligation
to publicly update or revise any forward-looking statements, whether from new information, future events or otherwise.
Critical
Accounting Policies
There
have been no changes to our significant accounting policies described in our Annual Report on Form 10-K for the year ended December 31,
2021, as filed with the SEC on March 10, 2022, that have a material impact on our condensed consolidated financial statements and related
notes.
Recent
Accounting Pronouncements
See
Note 1 to the accompanying notes to unaudited condensed consolidated financial statements included in this Quarterly Report on Form 10-Q
for further details regarding this topic.
Results
of Operations
Results
of Operation for Three Months Ended March 31, 2022 as Compared to the Three Months Ended March 31, 2021
Revenue
and cost of revenue
Revenue
increased by approximately $1,511,000 (149%) from approximately $1,015,000 in 2021 to approximately $2,526,000 in 2022. The overall revenue
for the first quarter 2022 was higher due to growth in “Twist & Go”™
revenue and the gradual return of single serve demand.
Cost
of revenue for 2022 was approximately $1,710,000 as compared to approximately $666,000 in 2021. Our gross profit was approximately $816,000
(32%) and $349,000 (34%) for 2022 and 2021, respectively. Gross margins decreased in the first quarter primarily due to product mix which
includes “Twist & Go”™ at slightly lower product margins.
Operating
expenses
Our
operations were primarily directed towards increasing sales and expanding our distribution network.
Our
general and administrative expenses increased by 106%, or approximately $797,000, from approximately $752,000 in 2021 to approximately
$1,549,000 in 2022, primarily driven by personnel, including non-cash stock-based compensation, shipping and storage and other general
and administrative expenses. The following is a breakdown of our general and administrative expenses for the three months ended March
31, 2022, and 2021:
| |
Three months ended
March 31, | | |
Three months ended
March 31, | | |
| | |
| |
| |
2022 | | |
2021 | | |
Change | | |
Percent | |
Personnel costs | |
| 499,658 | | |
| 311,556 | | |
| 188,102 | | |
| 60 | % |
Stock-based compensation | |
| 28,036 | | |
| (34,585 | ) | |
| 62,621 | | |
| 181 | % |
Shipping and storage | |
| 437,434 | | |
| 143,735 | | |
| 293,699 | | |
| 204 | % |
Legal, professional and consulting fees | |
| 179,922 | | |
| 76,172 | | |
| 103,750 | | |
| 136 | % |
Marketing and selling | |
| 75,502 | | |
| 42,955 | | |
| 32,547 | | |
| 76 | % |
Director fees | |
| 62,500 | | |
| 77,130 | | |
| (14,630 | ) | |
| -19 | % |
Research and development | |
| 30,644 | | |
| 68,141 | | |
| (37,498 | ) | |
| -55 | % |
Other general and administrative expenses | |
| 235,343 | | |
| 66,497 | | |
| 168,845 | | |
| 254 | % |
| |
| 1,549,039 | | |
| 751,601 | | |
| 797,438 | | |
| 106 | % |
Personnel
cost represents the cost of employees including salaries, bonuses, employee benefits and employment taxes and continues to be our largest
cost. Personnel cost increased by approximately $188,000 (60%) from approximately $312,000 to $500,000. We had eleven full time
equivalent employees in the first quarter of 2021, compared with fifteen in the first quarter of 2022.
Stock
based compensation is used as an incentive to attract new employees and to compensate existing employees. Stock based compensation includes
stock issued and options granted to employees and non-employees. Stock based compensation for the three months ended March 31, 2022 was
approximately $28,000 compared to ($35,000) for the three months ended March 31, 2021 due to the departure of two key employees and the
forfeiture of their unvested options in 2021.
Shipping
and storage expense increased approximately $294,000 (204%) from approximately $144,000 in 2021 to $437,000 in 2022. The increase was
primarily a result of the 149% increase in revenue, as well as increased supply chain costs resulting from the COVID-19 pandemic and
other geopolitical events.
Legal,
professional, and consulting fees increased approximately $104,000 (136%) from approximately $76,000 in 2021 to $180,000 in 2022. The
increase was primarily due to corporate development activities.
Marketing
and selling expenses increased approximately $33,000 (76%) from approximately $43,000 in 2021 to $76,000 in 2022. The increase in marketing
and selling expenses was primarily the result of the retention of outside service providers to assist with sales initiatives.
Director
fees decreased approximately $15,000 from approximately $76,000 in 2021 to $63,000 in 2022. Annual director fees are anticipated at $50,000
per non-employee director.
Research
and development expenses decreased approximately $37,000 (55%) from approximately $68,000 in 2021 to $31,000 in 2022. The reduction is
primarily due to the non-recurrence of material consumption and expiration as well as a reduction in labor hours for our development
consulting team.
Other
expenses increased approximately $169,000 (254%) from approximately $66,000 in 2021 to $235,000 in 2022. In 2022, we incurred approximately
$102,000 in one-time costs related to the uplist of our common stock to the NASDAQ Stock Market. Additionally, 2021 benefited from the
results of vendor payables reconciliation resulting in the reduction of vendor liabilities.
We
had operating losses of approximately $895,000 and $549,000 for the three-month periods ended March 31, 2022 and 2021, respectively.
The increase of approximately $346,000 or 63%, was primarily due to the increase in general and administrative expenses, partially offset
by the increase in gross profit.
The
change in the value of the derivative liability is based upon the Black-Scholes model from one period to another. The gain of approximately
$17,000 for the three months ended March 31, 2021 was a result of the change in components of the Black-Scholes model.
Interest
expense was approximately $59,000 for the three months ended March 31, 2021. Interest related to convertible debt that was converted
and repaid in 2021. We did not incur any interest expense for the three months ended March 31, 2022.
We
had net losses of approximately $895,000 and $592,000 in the three-month periods ended March 31, 2022 and 2021, respectively.
Liquidity
and Capital Resources
As
of March 31, 2022, we had working capital of approximately $5,559,000 as compared with approximately $6,171,000 at December 31, 2021.
The decrease in working capital surplus is primarily due to operating loss for the three months ended March 31, 2022.
During
the three months ended March 31, 2022, we used cash of approximately $1,132,000 in operations, and $14,000 for the purchase of equipment,
partially offset by $5,000 from the issuance of stock pursuant to an outstanding warrant.
Our
liquidity needs will depend on how quickly we are able to profitably ramp up sales, as well as our ability to control and reduce variable
operating expenses, and to continue to control fixed overhead expense.
Our
operations to date have been financed by the sale of securities, the issuance of convertible debt and the issuance of short-term debt,
including related party advances. If we are unable to generate sufficient cash flow from operations with the capital raised, we will
be required to raise additional funds either in the form of equity or debt. There are no assurances that we will be able to generate
the necessary capital to carry out our current plan of operations.
We
have entered into a direct lease for premises covering the period April 1, 2019 to March 31, 2023. The aggregate minimum lease payments
under the non-cancellable direct lease as of March 31, 2022 are approximately $81,000.
Off-Balance
Sheet Arrangements
We
have no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition,
changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that
are material to stockholders.
Item
3. Quantitative and Qualitative Disclosures About Market Risk.
Not
required because we are a smaller reporting company.
Item
4. Controls and Procedures.
Evaluation
of Disclosure Controls and Procedures
Under
the supervision and with the participation of our management, including our Chief Executive Officer and our Chief Financial Officer,
we conducted an evaluation of our disclosure controls and procedures, as such term is defined under Securities and Exchange Act of 1934
Rule 13(a)-15(e). Disclosure controls and procedures are designed to provide reasonable assurance that the information required to be
disclosed in the reports that we file or submit under the Exchange Act has been appropriately recorded, processed, summarized and reported
on a timely basis and are effective in ensuring that such information is accumulated and communicated to the Company’s management,
as appropriate to allow timely decisions regarding required disclosure. Based on this evaluation, our Chief Executive Officer and our
Chief Financial Officer concluded that as of March 31, 2022, our disclosure controls and procedures are not effective.
Management
has identified the following material weaknesses in our internal control over financial reporting:
Management
has concluded that there is a material weakness due to the control environment. The control environment is impacted due to the company’s
inadequate segregation of duties.
In
an effort to remediate the identified material weakness and enhance our internal control over financial reporting, we have hired additional
personnel and are reassigning control responsibilities to help ensure that we are able to properly implement internal control procedures.
Since
the assessment of the effectiveness of our internal control over financial reporting did identify material weaknesses, management considers
its internal control over financial reporting to be ineffective.
Management
believes that the material weakness set forth above did not have an effect on our financial results.
Changes
in Internal Control over Financial Reporting
There
have been no changes in the Company’s internal control over financial reporting during the three months ended March 31, 2022 that
have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
PART
II-OTHER INFORMATION
Item
1. Legal Proceedings.
Neither
the Company nor its subsidiaries are party to or have property that is the subject of any material pending legal proceedings. We may
be subject to ordinary legal proceedings incidental to our business from time to time that are not required to be disclosed under this
Item 1.
Item
1A. Risk Factors.
Not
required because we are a smaller reporting company.
Item
2. Unregistered Sales of Equity Securities and Use of Proceeds
During
the quarter ended March 31, 2022, the Company sold 986 shares of common stock for $5,000 pursuant to the exercise of warrants, and issued
13,801 shares of common stock for services valued at $98,333. The Company relied upon the exemption
from registration contained in Rule 506(b) and Section 4(a)(2) of the Securities Act, and corresponding provisions of state securities
laws, on the basis that (i) offers were made to a limited number of persons, (ii) each offer was made through direct communication with
the offerees by the Company, (iii) each of the offerees, which included an officer and two directors of the Company, had the requisite
sophistication and financial ability to bear risks of investing in the Company’s common stock, (iv) the Company provided disclosure
to the offerees, and (v) there was no general solicitation and no commission or remuneration was paid in connection with the offers.
Item
3. Defaults Upon Senior Securities.
None.
Item
4. Mine Safety Disclosures.
Not
applicable.
Item
5. Other Information.
None.
Item
6. Exhibits.
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 thereunto duly authorized.
|
BARFRESH
FOOD GROUP INC. |
|
|
|
Date:
April 28, 2022 |
By: |
/s/
Riccardo Delle Coste |
|
|
Riccardo
Delle Coste
Chief
Executive Officer
(Principal
Executive Officer) |
|
|
|
Date:
April 28, 2022 |
By: |
/s/
Lisa Roger |
|
|
Chief
Financial Officer
(Principal
Financial Officer) |
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