UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
(Exact name of registrant as specified in its charter)
|
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
(Address of principal executive offices)
Registrant’s telephone number, including area
code:
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 | ||
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 May 1, 2025, 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 March 31, 2025.
The conference call discussing these results took place on Thursday, May 1, 2025, at 1:30 pm Pacific Time (4:30 pm Eastern Time). A telephonic playback will be available through Thursday, May 15, 2025.
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 Adjusted Gross Profit which is reconciled to gross profit, and 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 costs associated with relocating our manufacturing lines, stock compensation, and other non-recurring costs such as those associated with the dispute regarding the product withdrawal and manufacturing relocation costs. The Company has also presented Gross Margin and Adjusted Gross Margin which are calculated based on its results.
Management believes that Adjusted Gross Profit and Adjusted EBITDA provide useful information to the investor because they are directly reflective of the period-to-period performance of the Company’s core business. In addition, Adjusted Gross Profit and Adjusted EBITDA are 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 Gross Profit and Adjusted EBITDA should not be considered as an alternative to gross profit, loss from operations, net loss or any other performance measure derived in accordance with GAAP as a measure of operating results. They 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:
| 99.1 | Press Release of Barfresh Food Group, Inc. dated May 1, 2025 |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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: May 1, 2025 | /s/ Riccardo Delle Coste | |
| By: | Riccardo Delle Coste | |
| Its: | CEO | |
Exhibit 99.1
Barfresh Announces First Quarter 2025 Results
Revenue Increased 4% Year-Over-Year to $2.9 Million for First Quarter 2025, In Line with Previous Guidance
Achieved Gross Margin of 31% for First Quarter 2025, Exceeding Guidance
Co-Manufacturing Partners on Track to Reach Full Production Capability by End of Second Quarter 2025
Company Reiterates Fiscal Year 2025 Revenue Guidance of $14.5 Million to $16.6 Million
LOS ANGELES, May 1, 2025 (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 first quarter ended March 31, 2025.
Management Comments
Riccardo Delle Coste, the Company’s Chief Executive Officer, stated, “We achieved our first quarter revenue and gross margin guidance. We continue to secure new customer wins in the education channel as our product portfolio continues to resonate strongly with both school administrators and students alike. As expected, our overall results were impacted by costs associated with onboarding new co-manufacturers, temporary production inefficiencies and increased logistics costs as we maximized output to meet growing demand. We continue to expect these headwinds to resolve by the end of the second quarter when our bottle co-manufacturing partners complete their equipment installations and we are positioned to meaningfully increase our production.”
“The expected timing of the onboarding of new co-manufacturers has us very well positioned to leverage our new customers as we enter the upcoming 2025 to 2026 school year. We believe this will enable us to achieve dramatic improvements in our top and bottom-line results during the back half of this year and have us positioned to achieve our record revenue guidance range of $14.5 million to $16.6 million.”
First Quarter of 2025 Financial Results
Revenue for the first quarter of 2025 was $2.9 million, compared to $2.8 million in the first quarter of 2024. The year-over-year increase in revenue is primarily driven by expanded bottle capacity at our existing bottle manufacturer, enabling higher sales volumes compared to the prior year.
Gross Margin for the first quarter of 2025 was 31%, compared to 41% for the first quarter of 2024. Adjusted Gross Margin for the first quarter of 2025 was 31%, compared to 43% in the prior year period. The decrease in gross margin was due to temporary production inefficiencies and increased logistics costs required to onboard new co-manufacturers to meet higher demand. The Company believes this constraint will be resolved when specialized equipment is delivered and installed at the Company’s co-manufacturing partners by the end of the second quarter of 2025. A reconciliation of Gross Profit to Adjusted Gross Profit is provided below.
Net loss for the first quarter of 2025 was $761,000, as compared to a loss of $449,000 in the first quarter of 2024. Selling, marketing and distribution for the first quarter of 2025 was $824,000 or 28% of revenue, compared to $694,000 or 25% of revenue in the first quarter of 2024. G&A expenses for the first quarter of 2025 were $747,000, compared to $855,000 in the first quarter of 2024.
Adjusted EBITDA was a loss of approximately $506,000 for the first quarter of 2025, compared to approximately $53,000 for the first quarter of 2024. A reconciliation of net loss to Adjusted EBITDA is provided below.
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 Adjusted Gross Profit, EBITDA and Adjusted EBITDA, which are reconciled in the table below to comparable GAAP measures, and certain calculations based on its results including Gross Margin and Adjusted Gross Margin. Management believes that Adjusted Gross Profit and Adjusted EBITDA provide useful information to the investor because it is directly reflective of the performance of the Company. The exclusion of certain items including manufacturing relocation costs in calculating Adjusted Gross Profit and 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 Gross Profit and Adjusted EBITDA are not recognized measurements under GAAP and should not be considered as an alternative to Gross Profit, loss from operations, net loss or any other performance measure derived in accordance with GAAP.
| For the three months ended March 31, | ||||||||
| 2025 | 2024 | |||||||
| Revenue | $ | 2,930,000 | $ | 2,829,000 | ||||
| Cost of revenue | 2,030,000 | 1,659,000 | ||||||
| Gross profit | 900,000 | 1,170,000 | ||||||
| Manufacturing relocation (1) | - | 45,000 | ||||||
| Adjusted Gross Profit | $ | 900,000 | $ | 1,215,000 | ||||
| Gross Margin | 30.7 | % | 41.4 | % | ||||
| Adjusted Gross Margin | 30.7 | % | 42.9 | % | ||||
| For the three months ended March 31, | ||||||||
| 2025 | 2024 | |||||||
| Net loss | $ | (761,000 | ) | $ | (449,000 | ) | ||
| Depreciation and amortization | 74,000 | 74,000 | ||||||
| Interest expense | 23,000 | 4,000 | ||||||
| EBITDA | (664,000 | ) | (371,000 | ) | ||||
| Stock based compensation, employees and board of directors | 158,000 | 303,000 | ||||||
| Operating expense related to withdrawn product and related dispute (2) | - | 76,000 | ||||||
| Manufacturing relocation (1) | - | 45,000 | ||||||
| Adjusted EBITDA | $ | (506,000 | ) | $ | 53,000 | |||
(1) 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.
(2) 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 2024 primarily includes legal expense incurred with respect to the dispute.
Balance Sheet
As of March 31, 2025, the Company had approximately $3.4 million of cash and accounts receivable, and approximately $1.1 million of inventory on its balance sheet.
In February 2025, the Company secured $3.0 million in growth financing through a common stock offering. The capital raise enhances the Company’s financial position and supports scaling of production capacity to meet growing customer demand, particularly in the education market.
Commentary and Outlook for 2025
The Company continues to expect to achieve record fiscal year revenue of between $14.5 and $16.6 million for fiscal year 2025.
Conference Call
The conference call to discuss these results is scheduled for today, Thursday, May 1, 2025, 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 Thursday, May 15, 2025. Listeners in North America can dial (844) 512-2921, and international listeners can dial (412) 317-6671. Passcode is 13753252. 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 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
Deirdre Thomson
ICR
646-277-1283