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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, 2023
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, 2023, 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 second quarter ended June 30, 2023.
The
conference call discussing these results took place on Monday, August 14, 2023, at 1:30 pm Pacific Time (4:30 pm Eastern Time). A telephonic
playback will be available through Monday, August 28, 2023.
A
copy of the Company’s press release is attached hereto as Exhibit 99.1.
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, stock issued for services, and other non-recurring costs such as those associated with the product withdrawal and
the Company’s NASDAQ uplist.
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, 2023 |
|
/s/ Riccardo
Delle Coste |
| |
By: |
Riccardo
Delle Coste |
| |
Its: |
CEO |
Exhibit
99.1
Barfresh
Provides Second Quarter 2023 Results and Expects to Achieve Positive Adjusted EBITDA for the Fourth Quarter of 2023
Revenue
of $1.5 Million and Gross Margins of 31% in the Second Quarter of 2023
Company
Has Already Secured Over $1.6 Million in Revenue and Expects to Achieve Revenue in the Range of $2.6 Million to $3.0 Million in the Third
Quarter of 2023
Company
Expects to be Approximately Breakeven Adjusted EBITDA for Third Quarter of 2023 and Achieve Positive Adjusted EBITDA for Fourth Quarter
of 2023
Capacity
Expansion Plans for Smoothie Carton Product Ahead of Plan; Production Expected to Increase to 25 Million to 30 Million Units Per Year
in Second Half of 2023
Company
Continues to Expect Record Revenue in Fiscal 2023 and Year-over-Year Margin Improvement
LOS
ANGELES, August 14, 2023 (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, 2023.
Management
Comments
Riccardo
Delle Coste, the Company’s Chief Executive Officer, stated, “We continued this quarter to implement our cost-savings initiatives,
re-engage with customers we had lost due to the supply chain issues last year related to our bottling manufacturer, engage with new customers
and expand our single-serve and bulk smoothie capacity as we ready ourselves to enter into our heavy selling season. Our smoothie carton
expansion plans are tracking ahead of schedule with capacity more than doubling in the second quarter and we are excited to announce
we are in the contracting phase with a new bottle manufacturer. The momentum we gathered exiting the first half of this year has led
to over $1.6 million in revenue being secured to date for the third quarter, as well as line of sight to sequential margin improvement
and positive Adjusted EBITDA for the fourth quarter of 2023. We continue to expect to achieve record revenue and year-over-year margin
improvement for fiscal year 2023.”
Second
Quarter of 2023 Financial Results
Revenue
for the second quarter of 2023 was $1.5 million, compared to $2.8 million in the second quarter of 2022. The decline in revenue year-over-year
is the result of limited supply caused by the loss last year of the Company’s largest bottle manufacturer of Twist & Go™.
Gross margins were similar to the prior year at 31% and 32% for the second quarter of fiscal years 2023 and 2022, respectively.
Net
loss for the second quarter of 2023 was $742,000, as compared to a loss of $716,000 in the second quarter of 2022. Selling, marketing
and distribution for the second quarter of 2023 decreased 11% to $625,000, compared to $701,000 in the second quarter of 2022. The decline
was primarily due to a 21% decrease in storage and outbound freight expense as a result of the decline in revenue, partially offset by
the retention of outside service providers hired to assist with sales initiatives, including, beginning in the third quarter of 2022,
brokers specializing in the school market. G&A expenses for the second quarter of 2023 decreased 39% to $493,000 compared to $802,000
in the second quarter of 2022. The decrease in G&A was driven by a decrease in personnel cost and stock-based compensation resulting
primarily from the confirmation and recognition of the Company’s 2021 COVID-related tax credit, a reduction in headcount, and reversal
of previously recognized compensation under the Company’s 2023 performance stock unit program.
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, stock issued for services, and other non-recurring costs such as those associated with the product
withdrawal, asset impairment and the Company’s NASDAQ uplift 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 a loss of approximately $617,000 for the second quarter of 2023, compared to a loss of approximately $431,000 for the second
quarter of 2022. 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, | |
| | |
2023 | | |
2022 | | |
2023 | | |
2022 | |
| Net loss | |
$ | (742,000 | ) | |
$ | (716,000 | ) | |
$ | (1,647,000 | ) | |
$ | (1,589,000 | ) |
| | |
| | | |
| | | |
| | | |
| | |
| Depreciation and amortization | |
| 102,000 | | |
| 105,000 | | |
| 205,000 | | |
| 244,000 | |
| EBITDA | |
| (640,000 | ) | |
| (611,000 | ) | |
| (1,442,000 | ) | |
| (1,345,000 | ) |
| | |
| | | |
| | | |
| | | |
| | |
| Stock based compensation | |
| (21,000 | ) | |
| 103,000 | | |
| 186,000 | | |
| 168,000 | |
| Stock issued for services | |
| 4,000 | | |
| 13,000 | | |
| 4,000 | | |
| 32,000 | |
| Operating expense related to withdrawn product and related dispute (1) | |
| 40,000 | | |
| - | | |
| 92,000 | | |
| - | |
| NASDAQ uplist (2) | |
| - | | |
| 64,000 | | |
| - | | |
| 168,000 | |
| Adjusted EBITDA | |
$ | (617,000 | ) | |
$ | (431,000 | ) | |
$ | (1,160,000 | ) | |
$ | (977,000 | ) |
(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. As a result, product was withdrawn from the market and inventory on hand was destroyed.
The results reported in the third and fourth quarters of 2022 include the estimated impact of such actions, some of which were carried
out in 2023. Expenses incurred in the three and six months ended June 30, 2023 include legal expense and inventory disposal costs in
excess of original estimates.
(2)
Represents various non-recurring costs associated with the January 2022 uplist of our common stock to the Nasdaq Capital Market exchange.
Balance
Sheet
As
of June 30, 2023, the Company had approximately $1.0 million of cash, and approximately $1.0 million of inventory on its balance sheet.
Commentary
and Outlook for 2023
The
Company continues to expect to achieve higher revenue and gross margins in 2023 compared to 2022 including revenue in the range of $2.6
million to $3.0 million and achieve approximately breakeven adjusted EBITDA in the third quarter of 2023. The Company expects to achieve
positive adjusted EBITDA for the fourth quarter of 2023.
The
Company continues to expect gross profit margins for the second half of 2023 to be in the high 30’s to low 40’s.
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,
if the parties are once again unable to come to an agreement, Barfresh has informed the supplier that it intends to re-file the complaint
in California State Court in August 2023. 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, Monday, August 14, 2023, 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 Monday, August 28, 2023. Listeners in North
America can dial (844) 512-2921, and international listeners can dial (412) 317-6671. Passcode is 13740088. Interested parties may also
listen to a simultaneous webcast of the conference call by 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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