UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

 

(Mark One)

 

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

 

For the quarterly period ended March 31, 2020

 

or

 

[  ] 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)

 

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 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.

[X] Yes [  ] No

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted 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 and post such files).

[X] 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 definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one)

 

Large Accelerated Filer [  ]	Accelerated Filer [  ]	Non-Accelerated Filer (do not check if Smaller Reporting Company) [  ]
Smaller Reporting Company [X]	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. [  ]

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

[  ] Yes [X] No

 

As of June 15, 2020, there were 143,247,603 outstanding shares of common stock of the registrant.

 

Securities registered pursuant to Section 12(b) of the Act: None

 

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

 

Title of each class

common stock, $0.000001 par value

 

 

 

TABLE OF CONTENTS

 

		Page Number
PART I - FINANCIAL INFORMATION
Item 1.	Financial Statements.	3
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations.	17
Item 3.	Quantitative and Qualitative Disclosures About Market Risk.	22
Item 4.	Controls and Procedures.	22
PART II - OTHER INFORMATION
Item 1.	Legal Proceedings.	23
Item 1A.	Risk Factors.	23
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds.	23
Item 3.	Defaults Upon Senior Securities.	23
Item 4.	Mine Safety Disclosures.	23
Item 5.	Other Information.	23
Item 6.	Exhibits.	24
SIGNATURES		25

 

 

PART I - FINANCIAL INFORMATION

 

Item 1. Financial Statements.

 

Barfresh Food Group Inc.

Condensed Consolidated Balance Sheets

 

		March 31 2020				December 31, 2019
		(Unaudited)				(Audited)
Assets
Current assets:
Cash		$	16,134			$	999,989
Cash in Escrow			2,325,000				-
Restricted cash			70,064				91,385
Accounts receivable, net			555,043				284,668
Offering proceeds receivable			1,500,000				-
Inventory, net			671,346				634,746
Prepaid expenses and other current assets			19,831				17,606
Total current assets			5,157,418				2,028,394
Property, plant and equipment, net of depreciation			2,288,646				2,406,317
Operating lease right-of-use assets, net			189,975				203,287
Intangible assets, net of amortization			465,415				479,503
Deposits			8,304				8,304
Total Assets		$	8,109,758			$	5,125,805
Liabilities And Stockholders’ Equity
Current liabilities:
Accounts payable		$	557,279			$	625,068
Accrued expenses			290,977				250,125
Accrued payroll			90,866				215,601
Accrued vacation			105,579				95,851
Accrued interest			-				487,978
Lease liability			56,773				56,692
Convertible note - related party, net of discount			-				-
Convertible note, net of discount			171,360				150,742
Derivative liabilities			10,833				-
Total current liabilities			1,283,667				1,882,057
Long term liabilities:
Accrued interest			72,154				-
Lease liability			145,863				159,177
Convertible note - related party, net of discount			192,763				1,181,942
Convertible note, net of discount			934,273				1,407,877
Derivative liabilities			36,281				211,028
Total liabilities			2,665,001				4,842,081
Commitments and contingencies (Note 6,7, and 8)
Stockholders’ equity:
Preferred stock, $0.000001 par value, 5,000,000 shares authorized, none issued or outstanding			-				-
Common stock, $0.000001 par value; 295,000,000 shares authorized; 143,247,603 and 130,341,737 shares issued and outstanding at March 31, 2020 and December 31, 2019, respectively			143				130
Additional paid in capital			52,934,802				47,030,716
Accumulated deficit			(47,490,188	)			(46,747,122	)
Total stockholders’ equity			5,444,757				283,724
Total Liabilities and Stockholders’ Equity		$	8,109,758			$	5,125,805

 

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, 2020 and 2019

 

		2020				2019
Revenue		$	733,880			$	834,534
Cost of revenue			328,634				387,724
Depreciation of Manufacturing Equipment			8,447				12,106
Gross profit			396,799				434,704
Operating expenses:
General and administrative			1,224,425				2,003,444
Depreciation and Amortization			150,148				201,977
Total operating expenses			1,374,573				2,205,421
Operating loss			(977,774	)			(1,770,717	)
Other (income)/expenses
(Gain)/loss from derivative liability			(150,902	)			406,012
Warrant modification			-				307,460
Gain on extinguishment of debt			(379,200	)			-
Interest			295,394				363,073
Total other (income)/expense			(234,708	)			1,076,545
Net (loss)		$	(743,066	)		$	(2,847,262	)
Per share information - basic and fully diluted:
Weighted average shares outstanding			130,492,211				126,480,323
Net (loss) per share		$	(0.01	)		$	(0.02	)

 

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, 2020 and 2019

 

		2020				2019
Net Cash (used for) Operating Activities		$	(973,554	)		$	(1,873,982	)
Investing Activities
Purchase of property and equipment			(16,575	)			(160,590	)
Purchase of Intangibles			(1,814	)			-
Net Cash (used for) Investing Activities			(18,389	)			(160,590	)
Financing Activities
Cash received for Warrant Exercises			-				1,500,310
Cash received for Stock			-				2,400,000
Cash in Escrow received for Stock			2,325,000				-
Payments of operating leases			(13,233	)			-
Net Cash from Financing Activities			2,311,767				3,900,310
Net Change in Cash, Cash in Escrow, and Restricted Cash			1,319,824				1,865,738
Cash and Restricted Cash, Beginning of Year			1,091,374				1,041,569
Cash, Cash in Escrow, and Restricted Cash, End of Year		$	2,411,198			$	2,907,307
Non-Cash Financing and Investing Activities
Property and equipment included in accounts payable			-				60,130
Convertible note principal and interest settled through warrant exercise			-				384,563
Executive Deferred Compensation settled through issuance of warrants			167,892				-
Net carrying value of convertible notes and accrued interest settled through issuance of stock (debt extinguishment)			1,750,963
Accrued interest settled through issuance of stock			379,350				-
Debt discount warrant and derivative liability			107,611				-
Offering and debt issuance costs included in accounts payable			39,208				-
Offering proceeds receivable			1,500,000				-

 

See the accompanying notes to the condensed consolidated financial statements

 

 

Barfresh Food Group Inc.

Notes to Condensed Consolidated Financial Statements

March 31, 2020

(Unaudited)

 

Note 1. 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. We are engaged in the manufacturing and distribution of ready to blend beverages, particularly, smoothies, shakes and frappes.

 

The accompanying financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”).

 

Basis 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 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.

 

Concentration of Credit Risk

 

The amount of cash on deposit with financial institutions can be in excess of the $250,000 federally insured limit. However, we believe that cash on deposit that exceeds $250,000 in the financial institutions is financially sound and the risk of loss is minimal.

 

Cash in Escrow

 

Cash in escrow consists of $2,325,000 of deposits from the stock offering on March 20, 2020 that are held in an escrow account for the benefit of the Company at March 31, 2020.

 

Restricted Cash

 

The Company adopted FASB ASU No. 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash (“ASU 2016-18”), which enhances and clarifies the guidance on the classification and presentation of restricted cash in the statement of cash flows and requires additional disclosures about restricted cash balances. At March 31, 2020, the Company had $70,064 in restricted cash related to our co-packing agreement with Yarnell Operations, LLC.

 

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, derivative liabilities, and convertible notes. The carrying value of our financial instruments approximates their fair value, except for the derivative liability in which carrying value is fair value.

 

 

Accounts Receivable

 

Accounts receivable are typically unsecured. Our credit policy calls for payment generally within 30 days. The credit worthiness of a customer is evaluated prior to a sale. As of March 31, 2020 and December 31, 2019, the Company’s allowance for doubtful accounts was $141,788 and $141,788, respectively. The allowance was estimated based on evaluation of collectability of outstanding accounts receivable.

 

Inventory

 

Inventory consists of raw materials and finished goods and is carried at the lower of cost or realizable value on a first in first out basis. The Company monitors the remaining useful life of its inventory and establishes a reserve of obsolescence where appropriate. As of March 31, 2020 and December 31, 2019, the Company’s inventory reserve was $31,476 and $100,651, respectively.

 

Intangible Assets

 

Intangible assets are comprised of patents, net of amortization and trademarks. The patent costs are being amortized over the life of the patent, which is twenty years from the date of filing the patent application. In accordance with ASC Topic 350 Intangibles – Goodwill and Other (“ASC 350”), the costs of internally developing other intangible assets, such as patents, are expensed as incurred. However, as allowed by ASC 350, costs associated with the acquisition of patents from third parties, legal fees and similar costs relating to patents have been capitalized.

 

In accordance with ASC 350 legal costs related to trademarks have been capitalized. We have determined that trademarks have an indeterminable life and therefore are not being amortized.

 

Long-Lived Assets and Other Acquired Intangible Assets

 

We evaluate the recoverability of property and equipment and finite-lived intangible assets for possible impairment whenever events or circumstances indicate that the carrying amount of such assets may not be recoverable. The evaluation is performed at the lowest level for which identifiable cash flows are largely independent of the cash flows of other assets and liabilities. Recoverability of these assets is measured by a comparison of the carrying amounts to the future undiscounted cash flows the assets are expected to generate. If such review indicates that the carrying amount of property and equipment and intangible assets is not recoverable, the carrying amount of such assets is reduced to fair value. We have not recorded any impairment charges during the years presented.

 

Property, Plant, and Equipment

 

Property, plant, and equipment is stated at cost less accumulated depreciation and accumulated impairment loss, if any. Depreciation is calculated on a straight-line basis over the estimated useful lives of the assets. Leasehold improvements are being amortized over the shorter of the useful life of the asset or the lease term that includes any expected renewal periods that are deemed to be reasonably assured. The estimated useful lives used for financial statement purposes are:

 

Furniture and fixtures: 5 years

Manufacturing equipment and customer equipment: 3 years to 7 years

Vehicles: 5 years

 

Leases:

 

We determine if an arrangement is a lease upon inception. A contract is or contains a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. The right to control the use of an asset includes the right to obtain substantially all of the economic benefits of the underlying asset and the right to direct how and for what purpose the asset is used.

 

After adoption of ASU 2016-02 and related standards, operating lease right-of-use assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. Lease expense is recognized on a straight-line basis over the lease term. As a lessee, the Company leases office space.

 

Revenue Recognition

 

In accordance with ASC 606, Revenue from Contracts with Customers, revenue is recognized when a customer obtains ownership of promised goods. The Company adopted this standard at the beginning of fiscal year 2018, with no significant impact to its financial position or results of operations, using the modified retrospective method. 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.
		The Company evaluated the requirement to disaggregate revenue and concluded that substantially all of its revenue comes from a single product, frozen beverages.

 

Research and Development

 

Expenditures for research activities relating to product development and improvement are charged to general and administrative and are expensed as incurred. We incurred $85,424 and $156,199, in research and development expenses for the three-months ended March 31, 2020 and 2019, respectively.

 

Shipping and Storage Costs

 

Shipping and storage costs are included in general and administrative expenses. For the three-month periods ended March 31, 2020 and 2019, shipping and storage costs totaled $133,108 and $149,646, respectively.

 

Income Taxes

 

The provision for income taxes is determined in accordance with the provisions of ASC Topic 740, Accounting for Income Taxes (“ASC 740”). Under this method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis. Deferred tax assets and liabilities are measured using enacted income tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Any effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.

 

ASC 740 prescribes a comprehensive model for how companies should recognize, measure, present, and disclose in their financial statements, uncertain tax positions taken or expected to be taken on a tax return. Under ASC 740, tax positions must initially be recognized in the financial statements when it is more likely than not the position will be sustained upon examination by the tax authorities. Such tax positions must initially and subsequently be measured as the largest amount of tax benefit that has a greater than 50% likelihood of being realized upon ultimate settlement with the tax authority assuming full knowledge of the position and relevant facts.

 

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 of the deferred tax assets will not be recognized.

 

 

For the three-months ended March 31, 2020 and 2019, we did not have any interest and penalties or any unrecognized uncertain tax positions.

 

Derivative Liability

 

The Company evaluates its convertible instruments, options, warrants or other contracts to determine if those contracts or embedded components of those contracts qualify as derivatives to be separately accounted for under ASC Topic 815, “Derivatives and Hedging.” The result of this accounting treatment is that the fair value of any derivative is marked-to-market each balance sheet date and recorded as a liability. In the event that the fair value is recorded as a liability, the change in fair value is recorded in the statement of operations as gain/loss from derivative liability. Upon conversion or exercise of a derivative instrument, the instrument is marked to fair value at the conversion date and then that fair value is reclassified to equity. We analyzed the derivative financial instruments in accordance with ASC 815. The objective is to provide guidance for determining whether an equity-linked financial instrument is indexed to an entity’s own stock. This determination is needed for a scope exception which would enable a derivative instrument to be accounted for under the accrual method. The classification of a non-derivative instrument that falls within the scope of ASC 815-40-05 “Accounting for Derivative Financial Instruments Indexed to, and Potentially Settled in, a Company’s Own Stock” also hinges on whether the instrument is indexed to an entity’s own stock. A non-derivative instrument that is not indexed to an entity’s own stock cannot be classified as equity and must be accounted for as a liability. There is a two-step approach in determining whether an instrument or embedded feature is indexed to an entity’s own stock. First, the instrument’s contingent exercise provisions, if any, must be evaluated, followed by an evaluation of the instrument’s settlement provisions. The Company utilized the fair value standard set forth by the Financial Accounting Standards Board, defined as the amount at which the asset (or liability) could be bought (or incurred) or sold (or settled) in a current transaction between willing parties, that is, other than in a forced or liquidation sale.

 

Debt Extinguishment

 

The Company evaluates its convertible instruments in accordance with ASC 470-50, “Debt Modifications and Extinguishments.” For all extinguishments of debt, ASC 470-50 requires the difference between the reacquisition price (including any premium) and the net carrying amount of the debt being extinguished (including any deferred debt issuance costs) to be recognized as a gain or loss when the debt is extinguished. Accordingly, the Company recorded a net $379,200 non-cash gain on extinguishment of debt in its statements of operations for the quarter ended March 31, 2020.

 

Earnings per Share

 

We calculate net loss per share in accordance with ASC Topic 260, Earnings per Share. Basic net loss per share is computed by dividing net loss by the weighted average number of shares of common stock outstanding for the period, and diluted earnings per share is computed by including common stock equivalents outstanding for the period in the denominator. At March 31, 2020 and 2019 any equivalents would have been anti-dilutive as we had losses for the periods then ended.

 

Stock Based Compensation

 

We calculate stock compensation in accordance with ASC Topic 718, Compensation-Stock Based Compensation (“ASC 718”). ASC 718 requires that the cost resulting from all share-based payment transactions be recognized in the financial statements and establishes fair value as the measurement objective in accounting for share-based payment arrangements and requires all entities to apply a fair-value-based measurement method in accounting for share-based payment transactions with employees except for equity instruments held by employee stock ownership plans.

 

Recent pronouncements

 

From time to time, new accounting pronouncements are issued that we adopt as of the specified effective date. We believe that the impact of recently issued standards that are not yet effective may have an impact on our results of operations and financial position.

 

On October 1, 2019, the FASB issued Accounting Standards Update No. 2017-04, Intangibles—Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment (ASU 2017-04) using the prospective approach, which eliminates step two from the goodwill impairment test. Under ASU 2017-04, an entity should recognize an impairment charge for the amount by which the carrying amount of a reporting unit exceeds its fair value up to the amount of goodwill allocated to that reporting unit. This guidance was effective beginning January 1, 2020, with early adoption permitted. The adoption of this new standard did not have a material impact on our consolidated financial statements.

 

 

Note 2. Inventory

 

Inventory consists of the following at March 31, 2020 and December 31, 2019:

 

		2020				2019
Raw materials		$	368,832			$	286,027
Finished goods, net of reserve			302,514				348,719
Inventory, net		$	671,346			$	634,746

 

 

The Company has recorded a reserve for slow moving and potentially obsolete inventory. The reserve at March 31, 2020 and 2019 was $31,476 and $100,651 respectively.

 

Note 3. Property Plant and Equipment

 

Major classes of property and equipment at March 31, 2020 and December 31, 2019:

 

		2020				2019
Furniture and fixtures		$	1,524			$	1,524
Manufacturing Equipment and customer equipment			3,538,712				3,521,636
Leasehold Improvements			4,886				4,886
Vehicles			29,696				29,696
			3,574,818				3,557,742
Less: accumulated depreciation			(1,928,602	)			(1,787,967	)
			1,646,216				1,769,775
Equipment not yet placed in service			642,430				636,542
Property and equipment, net of depreciation		$	2,288,646			$	2,406,317

 

We recorded depreciation expense related to these assets of $134,246 and $186,074 for the three-months ended March 31, 2020 and 2019, respectively. Depreciation expense in Cost of Goods Sold was $8,447 and $12,106 for three-months ended March 31, 2020 and 2019, respectively.

 

Note 4. Intangible Assets

 

As of March 31, 2020, intangible assets consist of patent costs of $764,891, trademarks of $110,447 and accumulated amortization of $409,923.

 

As of December 31, 2019, intangible assets consist of patent costs of $764,891, trademarks of $108,632 and accumulated amortization of $394,020.

 

The amounts carried on the balance sheet represent cost to acquire, legal fees and similar costs relating to the patents incurred by the Company. Amortization is calculated through the expiration date of the patents, which is December 2025. The amount charged to amortization was $15,902 and $15,902 for the three-months ended March 31, 2020 and 2019, respectively.

 

Estimated future amortization expense related to patents as of March 31, 2020, is as follows:

 

		Total Amortization
Years ending December 31,
2020 (nine months remaining)		$	47,708
2021			63,610
2022			63,610
2023			63,610
2024			63,610
Later years			52,280
		$	354,968

 

Note 5. Related Parties

 

As disclosed below in Note 6, members of management and directors invested in the Company’s convertible notes; and in Note 9, members of management and directors have received shares of stock and options in exchange for services.

 

 

Note 6. Convertible Notes (Related and Unrelated Party)

 

On March 20, 2020, we completed a Private Placement offering of $3,825,000 of common stock. In connection with the transaction, the Company offered the Convertible Noteholders of Series CN Note 1 and 2 to participate in the equity offering. A total of $720,000 principal balance of Series CN 1 was converted into common stock [$675,000 from related parties]. The Series CN Note 1 Noteholders were offered bonus interest equivalent to 20% of their outstanding principal which was converted to common stock. For $1,071,000 of the remaining $1,186,167 Series CN Note 1 Noteholders that chose not to participate in the equity offering, the terms of the Series CN Note 1 were amended to increase the interest rate to 15% per annum and to extend the maturity of the outstanding principal balance by 24 months to March 20, 2022. The notes are convertible at any time prior to the maturity into our common stock at a conversion price of 0.50 per share. If the six month price is less than the 0.50 per share, the principal conversion price will be automatically reduced to the 0.50 per share, but in no event less than $0.35 per Share, in which case the Company shall issue to each purchaser, based on such purchaser’s investment, (a) shares in a quantity that equals the difference between the number of Shares issued to such purchaser at closing and the number of Shares that would have been issued to such purchaser at closing at the 0.50 per share and (b) warrants in a quantity that equals fifty percent (50%) of the difference between the number of shares issued to such Purchaser at closing and the number of shares that would have been issued to such purchaser at closing at the 0.50 per share, with an exercise price that equals the sum of $0.10 per share and the 0.50 per share, but in no event less than $0.45 per share. The exercise price per share for the Convertible Note Warrants and the Bonus Warrant issued at closing will automatically adjust as well to the sum of $0.10 per share and the Six Month Price, but in no event less than $0.45 per share. There were 864,000 O warrants issued to the Series CN Note 1 Noteholders for participating in the common stock offering.

 

On March 20, 2020, 1,082,727 of the original L Warrants related to the Series CN Note 1 Noteholders had their terms modified, whereby the exercise price was reduced from $0.70 to $0.50 per share. In addition, the Series CN Note 1 Noteholders that chose to extend their notes for 24 months were granted 1,071,000 Series P warrants. The fair value of the warrants, ($92,266 in the aggregate which consists of the L and P Warrants), were calculated using the Black-Scholes option pricing model using the following assumptions:

 

Expected life (in years)			1 to 3
Volatility (based on a comparable company)			76.74- 98.00	%
Risk Free interest rate			.15 - .41	%
Dividend yield (on common stock)			-

 

Based on the relative fair value, we recorded a debt discount of $75,184 related to the issue of P Warrants to CN 1 and CN 2 Noteholders. The modification of the L Warrants resulted in an incremental increase in fair value of $17,082, which was recorded as a debt discount.

 

The convertible notes consist of the following components as of March 31, 2020 and December 31, 2019:

 

		March 31, 2020				December 31, 2019
Convertible notes		$	1,181,167			$	2,704,800
Less: Debt discount (warrant value)			(92,266	)			(325,747	)
Less: Debt discount (derivative value) (Note 7)			-				(638,988	)
Less: Debt discount (issuance costs paid)			(6,004	)			(27,000	)
Less: Note conversion/settlements			-				(803,634	)
Add: Debt discount amortization			1,321				898,940
		$	1,084,218			$	1,808,371

 

 

On March 20, 2020, a total of $1,128,000 principal balance of Series CN Note 2 was converted into common stock [$590,000 from related parties]. The Noteholders were offered bonus interest equivalent to 20% of their outstanding principal and converted their accrued interest into common stock. For $168,000 of the remaining $235,200 Series CN Note 2 Noteholders that chose not to participate in the equity offering, the terms of the Series CN Note 2 were amended to extend the maturity of the outstanding principal balance by 12 months to November 30, 2021. The notes are convertible at any time prior to the maturity into our common stock at a conversion price of 0.60 per share. There were 1,501,012 O warrants issued to the Series CN Note 2 Noteholders for participating in the common stock offering.

 

The fair value of the modified L warrants, ($4,279 prior to modification, and $6,096 post modification), was calculated using the Black-Scholes option pricing model using the following assumptions:

 

Expected life (in years)			1.71
Volatility (based on a comparable company)			88.02	%
Risk Free interest rate			0.37	%
Dividend yield (on common stock)			-

 

The incremental value of $1,817 was recorded as a debt discount related to the modification of existing L warrants.

 

The convertible notes consist of the following components as of March 31, 2020 and December 31, 2019:

 

		March 31, 2020				December 31, 2019
Convertible notes		$	235,200			$	1,363,200
Less: Debt discount (warrant value)			(1,817	)			(212,763	)
Less: Debt discount (derivative value) (Note 7)			(13,528	)			(697,186	)
Less: Debt discount (issuance costs paid)			(6,004	)			(23,700	)
Add: Debt discount amortization			327				508,639
		$	214,178			$	932,190

 

The total of the two tables above, net of discount, equals $1,298,396 which is presented on the balance sheet as $171,360 Convertible Note, Net of Discount, Current Liabilities, $192,763 Convertible Note, Related Party, Net of Discount, Long-Term Liabilities and $934,273 Convertible Note, Net of Discount, Long-term Liabilities. The total of $2,740,561 shown in the two tables above at December 31, 2019, are presented in the balance sheet as Long Term Liabilities: Convertible Note – related party net of discount, of $1,181,942, Convertible Note – net of Discount of $1,407,877, and Current Liabilities: Convertible Note – net of Discount $150,742.

 

Future maturity of convertible notes at face value before effect of all discount, are as follow:

 

		Total Convertible Notes
Years ending December 31,
2020		$	177,366
2021			168,000
2022			1,071,000
2023			-
2024			-
		$	1,416,366

 

 

On March 20, 2020 the Company and the Holders of the Series CN Note 1 and Note 2 mutually agreed to amend its terms to change the maturity date to March 20, 2022 and November 30, 2021, respectively. The Company accounted for the modification in accordance with ASC 470-50, Modifications and Extinguishments, which states that for all extinguishments of debt, the difference between the reacquisition price (including any premium) and the net carrying amount of the debt being extinguished (including any deferred debt issuance costs) should be recognized as a gain or loss when the debt is extinguished. Accordingly, the Company recorded a net gain on extinguishment of debt of $379,200 which was comprised of a gain of $437,201, offset by a loss of $58,001. The gain of $437,201 related to the portion of Convertible Notes that were converted to common stock on March 20, 2020. The loss on extinguishment of debt of $58,001related to the portion of Convertible Notes that were extended by either 24 for Milestone I, or 12 months for Milestone II.

 

Note 7. Derivative Liabilities

 

As discussed in Note 6, Convertible Notes, the Company issued Series CN Note acceleration offer convertible notes payable that provide variable conversion provisions. The conversion terms of the convertible notes are variable based on certain factors, such as the future price of the Company’s common stock. The number of shares of common stock to be issued is based on the future price of the Company’s common stock, therefore the number of shares of common stock issuable upon conversion of the promissory note is indeterminate.

 

The Convertible Noteholders discussed in Note 6 were provided the option of extending their notes by 24 months or 12 months for the Milestone I March 14, 2020 and Milestone II November 30, 2020 Convertible Note maturities, respectively. Upon completion of the March 20, 2020 offering for common stock and debt restructuring, a balance of $110,167 of Series CN 1 and $168,000 in CN 2 was neither converted, nor extended under the terms of the amendments to both maturities. Consequently, the derivative liabilities referred to above survived outside of debt conversion and modified extension terms and had a value of $10,834 as of March 31, 2020.

 

The fair values of the Company’s derivative liabilities are estimated at the issuance date and are revalued at each subsequent reporting date. The Company recognized a debt discount and related derivative liability of $13,528 at March 20, 2020 related to the Series CN 2 extension. The derivative liability was revalued at March 31, 2020 with a value of $36,280.

 

The fair value of the derivative liabilities for CN Convertible Note 2 of 2 was calculated using the Black-Scholes model using the following assumptions.

 

		31-Mar-20				31-Dec-19
Expected life			0.68 - 1.68				0.93
Volatility (based on comparable company)			88.62 -114.49	%			104.89	%
Risk Free interest rate			0.15 - 0.37	%			1.58	%
Dividend yield (on common stock)			-				-

 

Reconciliation of the derivative liability measured at fair value on a recurring basis with the use of significant unobservable inputs (level 3) from December 31, 2019 to March 31, 2020:

 

December 31, 2019		$	211,028
Extinguishment change in derivative from conversion			(23,100	)
Extinguishment change in derivative from extension			(3,440	)
Initial derivative value – March 20, 2020			13,528
Net gain from change in value			(150,902	)
For the period ended March 31, 2020		$	47,114

 

The following table presents the Company’s fair value hierarchy for applicable assets and liabilities measured at fair value as of December 31, 2019 and March 31, 2020:

 

		Level 1				Level 2				Level 3				Total
Derivative Liability December 31, 2019		$	-				-				211,028			$	211,028

 

		Level 1				Level 2				Level 3				Total
Derivative Liability March 31, 2020		$	-				-				47,114			$	47,114

 

Note 8. Commitments and Contingencies

 

We lease office space under non-cancelable operating lease which expires on March 31, 2023. Our periodic lease cost and operating cash flows was $20,062 and $37,201 for the three months ended March 31, 2020 and 2019, respectively. As of March 31, 2020, our right of use asset and related liability was $189,975 and $202,636.

 

 

In determining the present value of our operating lease right-of-use asset and liability, we used a 10% discount rate (which approximates our borrowing rate). The remaining term on the lease is 3 years.

 

The following table presents the future operating lease payment as of March 31, 2020.

 

2020 (nine months remaining)		$	57,228
2021			78,021
2022			80,361
2023			20,238
Total Lease payments			235,848
Less: imputed interest			(33,212	)
Total lease liability		$	202,636

 

Note 9. Stockholders’ Equity

 

During the three months ended March 31, 2020, we issued 550,000 options to purchase our common stock to employees and 96,899 options to a Board Member. The exercise price of the options were $0.37 per share, with both cliff and graded vesting over 3 years, and are exercisable for a period of 8 years.

 

The fair value of the options issued ($129,600, in the aggregate) was calculated using the Black-Sholes option pricing model, based on the criteria shown below.

 

Expected life (in years)			5.5 to 8
Volatility (based on a comparable company)			70.29%-77.19	%
Risk Free interest rate			1.61%-2.78	%
Dividend yield (on common stock)			-

 

The shares of our common stock were valued at the trading price on the date of grant, $0.38 per share

 

During the same period, we cancelled 30,000 options to purchase our common stock and 458,667 options expired.

 

During the first quarter of 2020, the Company settled certain Executive Deferred Compensation payments with the issuance of 1,573,988 warrants. The fair value of the warrants totaled $251,837. The total executive Deferred Compensation that was settled with the issuance of the warrants was $167,892. The difference between the fair value of the warrants and the Executive Deferred Compensation settled of $83,945 was recorded as stock-based compensation during the three months ended March 31, 2020.

 

The total amount of equity-based compensation included in additional paid in capital was $138,712 and $136,941 for the three-months ended March 31, 2020 and 2019, respectively.

 

The following is a summary of outstanding stock options issued to employees and directors as of March 31, 2020:

 

		Number of Options				Exercise price per share $				Average remaining term in years				Aggregate intrinsic value at date of grant $
Outstanding January 1, 2020			7,197,024				.40 - .87				4.55				-
Issued			646,899				.37				7.77				-
Cancelled/Expired			(488,667	)
Outstanding March 31, 2020			7,355,256				.37 - .87				4.38				-
Exercisable, March 31, 2020			3,831,550				.40 - .87				3.32				-

 

The following is Changes in Stockholders’ Equity as of March 31, 2019 and March 31, 2020:

 

										Additional
		Common Stock								paid in				Accumulated
		Shares				Amount				Capital				(Deficit)				Total
Balance January 1, 2019			122,770,960			$	123			$	41,118,649			$	(41,153,820	)		$	(35,048	)
Exercise of warrants			3,141,454				3				1,884,869								1,884,872
Issuance of stock for services			173,446				-				181,040				-				181,040
Equity based compensation			-				-				136,941				-				136,941
Warrants issued to Management			-				-				758,754				-				758,754
Issuance of stock for capital raise			4,000,000				4				2,399,996				-				2,400,000
Warrant modification			-				-				307,460				-				307,460
Net (loss) for the year			-				-				-				(2,847,262	)			(2,847,262	)
Balance March 31, 2019			130,085,860			$	130			$	46,787,709			$	(44,001,032	)		$	2,786,807

 

 

										Additional
		Common Stock								paid in				Accumulated
		Shares				Amount				Capital				(Deficit)				Total
Balance January 1, 2020			130,341,737			$	130			$	47,030,716				(46,747,122	)		$	283,724
Issuance of stock for capital raise, net of offering costs of $27,200			7,650,000				8				3,797,792				-				3,797,800
Conversion of debt			4,623,615				5				1,313,757				-				1,313,762
Interest paid in shares			632,251				-				379,350				-				379,350
Issuance of stock for services			-				-				12,500				-				12,500
Equity based compensation			-				-				138,712				-				138,712
Warrants issued to management			-				-				167,892				-				167,892
Warrant Modification			-				-				18,899				-				18,899
Warrant issued for note extension			-				-				75,184				-				75,184
Net (loss) for the year			-				-				-				(743,066	)			(743,066	)
Balance March 31, 2020			143,247,603			$	143			$	52,934,802				(47,490,188	)		$	5,444,757

 

On March 20, 2020, the Company completed additional funding, including a Private Placement Offering for common shares priced at $0.50 per share (subject to adjustment) in the amount of $3.825 million and the issuance of 7,650,000 shares. Of the $3.825 million, $2.35 million is held in escrow and the remaining $1.5 million was due as offering proceeds receivable as of March 31, 2020. The $3.825 million was received and collected in April 2020. The investors of this Private Placement Offering will be granted O warrants to be eligible to purchase an additional 0.50 shares for every share issued to each purchaser, exercisable for a period of 3 years at an exercise price of $0.60 per share (subject to adjustment). If the volume-weighted average trading price for the 20 consecutive trading days that conclude upon 6 months after the initial closing (the “Six Month Price”) exceeds or equals $0.50 per share (the “Target Price”), the per share purchase price will not be adjusted. If the Six Month Price is less than the Target Price, the per share purchase price will be automatically reduced to the Six Month Price, but in no event less than $0.35 per share, in which case the Company shall issue to each investor, pro-rata based on such investor’s investment: (a) shares in a quantity that equals the difference between the number of shares issued to such purchaser at closing and the number of shares that would have been issued to such purchaser at closing at the Six Month Price; and (b) a warrant for a number of shares of common stock equal to 50% of the difference between the number of shares issued to such investor at closing and the number of shares that would have been issued to such investor at closing at the Six Month Price, with an exercise price equal to the sum of $0.10 per share and the Six Month Price, but in no eventless than $0.45 per share. The exercise price per share for each warrant will automatically adjust to the sum of $0.10 per share and the Six-Month Price, but in no event less than $0.45 per share

 

Note 10. Outstanding Warrants

 

The following is a summary of all outstanding warrants as of March 31, 2020:

 

		Number of warrants				price per share				remaining term in years				intrinsic value at date of grant
Warrants issued in connection with private placements of common stock			19,048,606			$	0.53 - $1.00				1.96			$	-
Warrants issued in connection with private placement of notes			3,955,000			$	1.00				.75			$	-
Warrants issued in connection with convertible note			3,539,259			$	0.70				.80			$	-
Warrants issued in connection with settlement of deferred compensation			3,169,599			$	0.27 - 0.70				4.50			$	-

 

Note 11. Income Taxes

 

The provision for income taxes is determined in accordance with the provisions of ASC Topic 740, Accounting for Income Taxes (“ASC 740”). Under this method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis. Deferred tax assets and liabilities are measured using enacted income tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. 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 of 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, 2020, the estimated effective tax rate for the year will be zero.

 

There are open statutes of limitations for taxing authorities in federal and state jurisdictions to audit our tax returns from 2009 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. There have been no income tax related interest or penalties assessed or recorded.

 

ASC 740 prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. This pronouncement also provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure, and transition.

 

For the three month periods ended March 31, 2020 and 2019, we did not have any interest and penalties associated with tax positions. As of March 31, 2020, we did not have any significant unrecognized uncertain tax positions.

 

 

Note 12. Liquidity

 

During the three months ended March 31, 2020, we used cash for operations of $973,554 and purchased equipment for $16,575. We sold common stock in the amount of $3,825,000, and converted $2,374,763 of principal and interest from our Convertible Notes into equity. During the three months ended March 31, 2019, we used $1,873,982 of cash for operations and purchased equipment for $160,590. We raised cash of $2,400,000 from the issuance of common stock and we raised cash from the exercise of warrants in the amount of $1,500,310.

 

We have a history of operating losses and negative cash flow. As our operations grow, we expect to experience significant increases in our working capital requirements. Management has evaluated these conditions and concluded substantial doubt was not raised due to the Company selling common stock as well as restructuring debt. However, the Company cannot predict, with certainty, the outcome of its actions to preserve liquidity, including the accuracy of its financial forecast, the ability to sustain the current trend of cost cutting, the ability to raise additional capital or to extend the maturity date of the debt that is maturing in March of 2022.

 

As of March 31, 2020, we had $2,411,198 of cash in escrow, restricted and unrestricted cash on the balance sheet. We have continued to significantly reduce core operating expenses, reducing total General and Administrative Expense in the first three months of 2020 by $779,019, or 39%, as compared with the first three months of 2019. The Company’s forecast for the next twelve months reflects a continuation of the improvement in cash flow from operations as the Company continues to reduce operating expenses and increase contracts with school locations, and military bases, and anticipates the roll-out of a new product launch with the Twist & Go 8oz bottles. The Company has implemented cost reduction measures which will reduce cash expenses over the next twelve months, which includes reduced headcount.

 

Note 13. Subsequent Events

 

The impact of COVID-19 on the Company is evolving rapidly with events unfolding on a daily and weekly basis. The direct impact to our operations has begun to take affect at the close of the first quarter ended March 31, 2020. Specifically, our business has been impacted by dining bans targeted at restaurants to reduce the size of public gatherings. We have noted restaurant chains have closed operations and furloughed employees which would preclude our single serve products from being served at those establishments for a number of weeks. Furthermore, many school districts have closed regular attendance through the remainder of the school year. This will directly impact the sales of our Bulk Product into that sales channel. Our headquarters, located in Los Angeles, California, were subject to an executive order issued by the Governor of California on March 19, 2020 to “shelter in place.” On May 4, 2020, an executive order informed local health jurisdictions and industry sectors that they may gradually reopen under guidance provided by the State. Our staff resumed a modified schedule in the headquarter office on May 18, 2020. At this point, we have not experienced a disruption in the supply chain for manufacturing our products. The Company applied for and obtained a Small Business Administration loan under the Paycheck Protection Program [PPP] of the CARES Act of approximately $568,000. On June 5, 2020, the President signed a bill which extended the period of loan forgiveness for PPP loans from 8 weeks to 24, which we believe will enable the loan to be completely forgiven. While several states have commenced the process of reopening various types of businesses in staged plans, the path to resuming normal activity volumes is unclear. Consequently, the developments surrounding COVID-19 remain fluid and will require the Company to continue to monitor news headlines from government and health officials, as well as, the business community.

 

 

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. References in this Management’s Discussion and Analysis of Financial Condition and Results of Operations section to “us”, “we”, “our” and similar terms refer to Barfresh Food Group Inc. 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.

 

Barfresh is a leader in the creation, manufacturing and distribution of ready to blend frozen beverages. The current portfolio of products includes smoothies, shakes and frappes. Products are packaged in two distinct formats. The Company’s original single serve format features portion controlled and ready to blend beverage ingredient packs or “beverage packs”. The beverage packs contain all of the solid ingredients necessary to make the beverage, including the base (either sorbet, frozen yogurt or ice cream), real fruit pieces, juices and ice – five ounces of water are added before blending.

 

The Company’s bulk “Easy Pour” format also contains all of the solid ingredients necessary to make the beverage, packaged in gallon containers in a concentrated formula that is mixed “one to one” with water. The Company has recently launched a “no sugar added” version of the bulk “Easy Pour” format that is specifically targeted for the USDA national school meal program, including the School Breakfast Program, the National School Lunch Program, and Smart Snacks in Schools Program. The Company currently provides its products to over 400 school locations. In addition, the Company recently received approval from the United States Defense Logistics Agency (“DLA”) to sell its smoothie products into all branches of the U.S. Armed Forces, and has begun to sell its bulk Easy Pour product into a number of military bases in the United States. The Company currently provides its products to over 150 military base locations.

 

Domestic and international patents and patents pending are owned by Barfresh, as well as related trademarks for all of the single serve products. Patent rights have been granted in 13 jurisdictions including the United States. In addition, the Company has purchased all of the trademarks related to the patented products.

 

The Company conducts sales through several channels, including National Accounts, Regional Accounts, and Broadline Distributors. Barfresh’s primary broadline distribution arrangement is through an exclusive nationwide agreement with Sysco Corporation (“Sysco”), the U.S.’s largest broadline distributor, which was entered into during July 2014, and the exclusivity provisions of the contract were renewed for an additional two year term on October 2, 2017. On October 2, 2019, the exclusive distribution agreement with Sysco expired, opening the possibility to expand distribution with other distributors outside of the Sysco system.

 

During 2016 and 2017 the Company announced that it had signed supply agreements with several of the major global on-site foodservice operators. On March 8, 2018, the Company announced that it had signed a new supply agreement with one of the largest of these foodservice operators, for exclusive distribution of four of Barfresh’s single serve SKUs. On November 14, 2018, the Company announced that it had received approval for multiple products to be rolled out to a national restaurant chain with over 2,500 locations.

 

The Company also sells to broadline distributors that supply products to the food services marketplace. Effective July 2, 2014, the Company entered into an exclusive agreement with Sysco Merchandising and Supply Chain Services, Inc. for resale by the Sysco Corporation (“Sysco”) to the foodservice industry of the Company’s ready-to-blend smoothies, shakes and frappes. Pursuant to that agreement, all Barfresh products are included in Sysco’s national core selection of beverage items, making Barfresh its exclusive single-serve, pre-portioned beverage provider. The agreement is mutually exclusive; however, Barfresh may also sell the products to other foodservice distributors, but only to the extent required for such foodservice distributors to service multi-unit chain operators with at least 20 units and where Sysco is not such multi- unit chain operator’s nominated distributor for our products. On October 2, 2017, the exclusivity provisions of the Sysco agreement were extended for an additional two-year period, and expanded to cover bulk easy pour products, on a non-exclusive basis. On October 2, 2019, the exclusive distribution agreement with Sysco expired, opening the possibility to expand distribution with other distributors outside of the Sysco system.

 

 

On October 26, 2015, Barfresh signed a five year agreement with PepsiCo North America Beverages, a division of PepsiCo, to become its exclusive sales representative within the food service channel to present Barfresh’s line of ready-to-blend smoothies and frozen beverages throughout the United States and Canada. Through this agreement, Barfresh’ products are included as part of PepsiCo’s offerings to its significant customer base. The agreement facilitates access to potential National customer accounts, through introductions provided by PepsiCo’s one thousand plus person foodservice sales team. Barfresh products have become part of PepsiCo’s customer presentations at national trade shows and similar venues. On May 30, 2019, the Company amended its agreement with Pepsi which included a reduction in the commission fee and a clause which allows either party the right to terminate the agreement upon 90 days written notice.

 

Barfresh utilizes contract manufacturers to manufacture all of the products in the United States. Production lines are currently operational at two locations. The first location is in Salt Lake City, which currently produces bulk easy pour products. The second location is with Yarnell Operations, LLC., a subsidiary of Schulze and Burch, located in Arkansas. The Yarnell’s agreement, which was signed during February 2016, secures the capacity to ramp up to an incremental production capacity of 100 million units. Yarnell’s location enhances the company’s ability to efficiently move product throughout the supply chain to destinations in the eastern United States, home to many of the country’s large foodservice outlets.

 

During November 2016, the Company received an equity investment from Unibel, the majority shareholder of the Bel Group (“Unibel”). The Bel Group is headquartered in Paris, France, with global operations in 33 countries, 30 production sites on 4 continents and nearly 12,000 employees. Its many branded products, including The Laughing Cow®, Mini Babybel® and Boursin®, are sold in over 130 countries around the world. Pursuant to the securities purchase agreement, Unibel purchased 15,625,000 shares of common stock at $0.64 per share (“Shares”) and warrants to purchase 7,812,500 shares of common stock (“Warrants”) for aggregate gross proceeds to Barfresh of $10 million. The Warrants are exercisable for a term of five years at a per share price of $.88 for cash. Pursuant to the Investor Rights agreement, Barfresh has registered the Shares and the Warrants, and Unibel was granted a seat on the Barfresh Board. This strategic investment provided Barfresh with necessary capital while leveraging Unibel’s more than 150 years of industrial expertise, innovative capabilities, world-class marketing and branding expertise to accelerate our growth in new and existing markets and product channels.

 

On March 20, 2020, the Company completed additional funding, including a Private Placement Offering for common shares priced at $0.50 per share (subject to adjustment) in the amount of $3.825 million and the issuance of 7,650,000 shares. Of the $3.825 million, $2.35 million is held in escrow and the remaining $1.5 million was due as offering proceeds receivable The investors of this Private Placement Offering were granted O warrants to be eligible to purchase an additional 0.50 shares for every share issued to each purchaser, exercisable for a period of 3 years at an exercise price of $0.60 per share (subject to adjustment). If the volume-weighted average trading price for the 20 consecutive trading days that conclude upon 6 months after the initial closing (the “Six Month Price”) exceeds or equals $0.50 per share (the “Target Price”), the per share purchase price will not be adjusted. If the Six Month Price is less than the Target Price, the per share purchase price will be automatically reduced to the Six Month Price, but in no event less than $0.35 per share, in which case the Company shall issue to each investor, pro-rata based on such investor’s investment: (a) shares in a quantity that equals the difference between the number of shares issued to such purchaser at closing and the number of shares that would have been issued to such purchaser at closing at the Six Month Price; and (b) a warrant for a number of shares of common stock equal to 50% of the difference between the number of shares issued to such investor at closing and the number of shares that would have been issued to such investor at closing at the Six Month Price, with an exercise price equal to the sum of $0.10 per share and the Six Month Price, but in no eventless than $0.45 per share. The exercise price per share for each warrant will automatically adjust to the sum of $0.10 per share and the Six-Month Price, but in no event less than $0.45 per share.

 

In addition, the Company obtained a 24-month extension on $1,071,000 in principal, and conversion of $720,000 of principal of the Milestone I Convertible Notes at a conversion price of $0.50 per share. The remaining $110,166 was extended for thirty days. The interest rate on the principal balance of the extended Milestone I Convertible Notes was amended to 15%. Furthermore, the Company obtained a 12-month extension on $168,000 in principal, and conversion of $1,128,000 in principal of the Milestone II Convertible Notes. The remaining $67,200 was extended for thirty days. The Convertible Noteholders of the Milestone I and II Convertible Notes were granted additional interest depending upon their election to convert or extend their Convertible Notes. The Noteholders of Milestone I that chose to extend their notes for 24 months were granted 1,071,000 P warrants with similar terms to the O Warrants mentioned above.

 

The convertible notes are unsecured and have (i) a 24 month term and a 20 month term, (ii) a 15% and 10% annual coupon to be paid in cash or stock at the Company’s discretion at a conversion price equal to 85% of the average closing bid prices of the Common Stock over the twenty (20) consecutive trading day period immediately preceding the payment date, but in no event lower than sixty cents ($0.60) per share of Common Stock. The investor’s may elect to convert their principal into common stock at a conversion price equal to the lower of: (i) $0.88 per share of Common Stock, or (ii) 85% of the average closing bid prices of the Common Stock over the twenty (20) consecutive trading day period immediately preceding the date of investor’s election to convert; but in no event lower than $0.60 per share of Common Stock. Investors also received warrant coverage of 25% of the number of shares that would be issuable upon a full conversion of the principal amount at an average of the twenty consecutive trading day period immediately preceding the applicable closing date. The warrants are exercisable for a period of three years for cash at the greater of 120% of the closing price or $0.70 per share of common stock.

 

Currently, we have 16 employees and 2 consultants. There are currently 10 employees selling our products.

 

Critical Accounting Policies

 

Our financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”).

 

 

Revenue Recognition

 

In accordance with ASC 606, Revenue from Contracts with Customers, revenue is recognized when a customer obtains ownership of promised goods. The Company adopted this standard at the beginning of fiscal year 2018, with no significant impact to its financial position or results of operations, using the modified retrospective method. 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 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.
		The company evaluated the requirement to disaggregate revenue and concluded that substantially all of its revenue comes from a single product, frozen beverages.

 

Impairments

 

We periodically evaluate whether the carrying value of long-lived assets has been impaired when circumstances indicate the carrying value of those assets may not be recoverable. The carrying amount is not recoverable if it exceeds the sum of the undiscounted cash flows expected to result from the use and eventual disposition of the asset. If the carrying value is not recoverable, the impairment loss is measured as the excess of the asset’s carrying value over its fair value.

 

Share-based Compensation

 

We account for share-based employee compensation plans under the fair value recognition and measurement provisions in accordance with applicable accounting standards, which require all share-based payments to employees, including grants of stock options and restricted stock units (RSUs), to be measured based on the grant date fair value of the awards, with the resulting expense generally recognized on a straight-line basis over the period during which the employee is required to perform service in exchange for the award.

 

 

Derivative Liability

 

The Company evaluates its convertible instruments, options, warrants or other contracts to determine if those contracts or embedded components of those contracts qualify as derivatives to be separately accounted for under ASC Topic 815, “Derivatives and Hedging.” The result of this accounting treatment is that the fair value of any derivative is marked-to-market each balance sheet date and recorded as a liability. In the event the fair value is recorded as a liability, the change in fair value is recorded in the statement of operations as gain/loss from derivative liability. Upon conversion or exercise of a derivative instrument, the instrument is marked to fair value at the conversion date and then that fair value is reclassified to equity. We analyzed the derivative financial instruments in accordance with ASC 815. The objective is to provide guidance for determining whether an equity-linked financial instrument is indexed to an entity’s own stock. This determination is needed for a scope exception which would enable a derivative instrument to be accounted for under the accrual method. The classification of a non-derivative instrument that falls within the scope of ASC 815-40-05 “Accounting for Derivative Financial Instruments Indexed to, and Potentially Settled in, a Company’s Own Stock” also hinges on whether the instrument is indexed to an entity’s own stock. A non-derivative instrument that is not indexed to an entity’s own stock cannot be classified as equity and must be accounted for as a liability. There is a two-step approach in determining whether an instrument or embedded feature is indexed to an entity’s own stock. First, the instrument’s contingent exercise provisions, if any, must be evaluated, followed by an evaluation of the instrument’s settlement provisions. The Company utilized the fair value standard set forth by the Financial Accounting Standards Board, defined as the amount at which the assets (or liability) could be bought (or incurred) or sold (or settled) in a current transaction between willing parties, that is, other than in a forced or liquidation sale.

 

Results of Operations

 

Results of Operation for Three Months Ended March 31, 2020 as Compared to the Three Months Ended March 30, 2019

 

Revenue and cost of revenue

 

Revenue decreased $100,654 (12%) from $834,534 in 2019 to $733,880 in 2020. The overall revenue of the first quarter 2020 was lower due to decreased sales of single serve product. Our product continues to be distributed through all 72 of Sysco’s U.S. mainland distribution centers, as well as through new customers beyond the Sysco distribution network.

 

Cost of revenue for 2020 was $328,634 as compared to $387,724 in 2019. Our gross profit was $396,799 (54.1%) and $434,704 (52.1%) for 2020 and 2019, respectively. We anticipate that our gross profit percentage for the remainder of 2020 will be consistent with the most recent quarter.

 

Operating expenses

 

Our operations were primarily directed towards increasing sales and expanding our distribution network.

 

Our general and administrative expenses decreased $779,019 (39%) from $2,003,444 in 2019 to $1,224,425 in 2020, with the improvement primarily driven by personnel and marketing and selling expenses resulting from lower headcount and the renegotiation of certain sales commission agreements. The following is a breakdown of our general and administrative expenses for the three months ended March 31, 2020 and 2019:

 

		three months ended March 31, 2020				three months ended March 31, 2019				Difference
Personnel costs		$	420,180			$	958,866			$	(538,686	)
Stock based compensation/options			138,712				136,941				1,771
Legal and professional fees			92,462				58,997				33,465
Travel			38,919				111,759				(72,840	)
Rent			20,062				37,201				(17,139	)
Marketing and selling			78,975				158,429				(80,454	)
Consulting fees			25,567				5,416				20,151
Director fees			50,000				62,500				(12,500	)
Research and development			85,424				156,199				(70,775	)
Shipping and Storage			133,108				149,646				(16,538	)
Other expenses			141,016				166,490				(25,474	)
		$	1,224,425			$	2,003,444			$	(779,019	)

 

Personnel cost represents the cost of employees including salaries, bonuses, employee benefits and employment taxes and continues to be our largest cost. Personnel cost decreased $538,686 (56%) from $958,866 to $420,180. Personnel costs in 2019 included $190,746 of expense related to the settlement of Deferred Executive Compensation. We had 28 full time employees at the end of the first quarter of 2019, and we currently have 16 full time employees.

 

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 current quarter was $138,712, an increase of $1,771, or 1%, from the year ago quarter expense of $136,941. The Company issues additional stock options to its employees from time to time under its Equity Compensation Plan.

 

Legal and professional fees increased $33,465 (57%) from $58,997 in 2019 to $92,462 in 2020. The increase was primarily due to higher legal services required. We anticipate legal fees related to our business and financing activities to decrease as we have renegotiated arrangements with existing service providers.

 

Travel expenses decreased $72,840 (65%) from $111,759 in 2019 to $38,919 in 2020. The decrease is primarily due to reduction in travel costs associated with terminated employees. We anticipate that travel expenses for the remainder of this year will be comparable to the current quarter.

 

 

Rent expense decreased 46%, from $37,201 in the three months ended March 31, 2019, to $20,062 in the three months ended March 31, 2020. Rent expense is primarily for our location in Los Angeles, California. Rent expense for the Los Angeles office is approximately $6,500 per month. We lease office space at 3600 Wilshire Boulevard, Los Angeles, California pursuant to a new lease that commenced on April 1, 2019 and expires March 31, 2023.

 

Marketing and selling expenses decreased $80,454 (50%) from $159,429 in 2019 to $78,975 in 2020. Lower marketing and selling expenses were primarily due to changes that were made to certain sales commission agreements.

 

Consulting fees were $25,567 in 2020, as compared with $5,416 in 2019. Our consulting fees vary based on needs. We engaged consultants in the areas of finance during the quarter due to reduced headcount. The need for future consulting services will be variable.

 

Director fees decreased $12,500 from $62,500 in 2019 to $50,000 in 2020 due to the resignation of one director in the first quarter of 2019. Annual director fees are anticipated at $50,000 per non-employee director.

 

Research and development expenses decreased $70,775, (45%) from $156,199 in 2019 to $85,424 in 2020. These expenses relate to the services performed by our Director of Manufacturing and Product Development, and consultants supporting that employee. The decrease in research and development expense was primarily driven by the reduction in labor hours.

 

Shipping and storage expense decreased $16,538 (11%) from $149,646 in 2019 to $133,108 in 2020. Shipping and storage expense as a percentage of revenue remained comparable to 2019 at 18%. We anticipate that shipping and storage expense as a percentage of sales will reduce slightly during the balance of the year, as the Company is able to take advantage of more efficient distribution arrangements.

 

Other expenses consist of ordinary operating expenses such as investor relations, office, telephone, insurance, and stock related costs. We anticipate these expenses to be comparable for the balance of the year.

 

We had operating losses of $977,774 and $1,770,717 for the three-month periods ended March 31, 2020 and 2019, respectively. The improvement of $792,943, or 45%, was primarily due to lower General and Administrative expenses.

 

The change in fair value of the derivative liability was a gain of $150,902 for the three months ended March 31, 2020, as compared to a loss of $406,012 for the three months ended of March 31, 2019. The increase in the gain was due to the exercise of Convertible Notes and the change in the Company’s stock price.

 

Interest expense in the first quarter of 2020 is $295,394. Interest relates to the unconverted portion of convertible debt in the amount of $1,181,167 that was issued on March 14, 2018, and in the unconverted portion of convertible debt in the amount of $235,200 that was issued on November 30, 2018. The interest rate of 10% remains unchanged on the convertible notes issued on November 30, 2018, however the interest rate on the convertible notes issued on March 14, 2018 has been modified to 15%. Interest expense includes amortization of $218,056 of the value of warrants issued with the convertible debt.

 

We had net losses of $743,066 and $2,847,262 in the three-month periods ended March 31, 2020 and 2019.

 

The net gain on extinguishment of debt of $379,200 was comprised of a gain of $437,201, offset by a loss of $58,001. The gain of $437,201 related to the portion of Convertible Notes that were converted to common stock on March 20, 2020. The loss on extinguishment of debt of $58,001related to the portion of Convertible Notes that were extended by either 24 for Milestone I, or 12 months for Milestone II.

 

 

Liquidity and Capital Resources

 

During the three months ended March 31, 2020, we used cash for operations of $973,554 and purchased equipment for $16,575. We sold stock in the amount of $3,825,000, and converted $2,374,763 of principal and interest from our Convertible Notes into equity. During the three months ended March 31, 2019, we used $1,873,982 of cash for operations and purchased equipment for $160,590. We raised cash of $2,400,000 from the issuance of common stock and we raised cash from the exercise of warrants in the amount of $1,550,310.

 

We have a history of operating losses and negative cash flow. As our operations grow, we expect to experience significant increases in our working capital requirements. Management has evaluated these conditions and concluded substantial doubt was not raised due to the issuance of stock and the debt that was restructured. However, the Company cannot predict, with certainty, the outcome of its actions to preserve liquidity, including the accuracy of its financial forecast, the ability to sustain the current trend of cost cutting, the ability to raise additional capital or to extend the maturity date of the debt that is maturing in March of 2022.

 

As of March 31, 2020, we had $2,411,198 of cash in escrow, restricted and unrestricted cash on the balance sheet. We have continued to significantly reduce core operating expenses, reducing total General and Administrative Expense in the first three months of 2020 by $779,019, or 39%, as compared with the first three months of 2019. The Company’s forecast for the next twelve months reflects a continuation of the improvement in cash flow from operations as the Company continues to reduce operating expenses and increase contracts with school locations, and military bases, and anticipates the roll-out of a new product launch with the Twist & Go 8oz bottles. The Company has implemented cost reduction measures which will reduce cash expenses over the next twelve months, which includes reduced headcount. The savings in General and Administrative is estimated to yield $400,000 per year in cash savings.

 

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 Accounting Officer, we conducted an evaluation of our disclosure controls and procedures, as such term is defined under Securities and Exchange Act of 1934 Rules 13a-15(f). 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 including our CEO and our CFO, as appropriate to allow timely decisions regarding required disclosure. Based on this evaluation, our Chief Executive Officer and our Chief Accounting Officer concluded that as of March 31, 2020, our disclosure controls and procedures are not effective.

 

Management has identified the following material weaknesses in our internal control over financial reporting:

 

Inadequate Segregation of Duties: We have an inadequate number of personnel to properly implement internal controls over financial reporting.

 

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, 2020 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

 

The Company did not issue or sell any other unregistered equity securities during the period covered by this report that were not previously reported on a Current Report on Form 8-K.

 

Item 3. Defaults Upon Senior Securities.

 

None.

 

Item 4. Mine Safety Disclosures.

 

Not applicable.

 

Item 5. Other Information.

 

None.

 

 

Item 6. Exhibits.

 

Exhibit No.		Description
31.1		Certification of Principal Executive Officer, pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith)
31.2		Certification of Principal Accounting Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith)
32.1		Certification of Principal Executive Officer of the Company, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (filed herewith)
32.2		Certification of Principal Accounting Officer of the Company, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (filed herewith)
		^ Compensatory plan or arrangement
101.INS		XBRL Instance Document*
101.SCH		XBRL Taxonomy Extension Schema Document*
101.CAL		XBRL Taxonomy Extension Calculation Linkbase Document*
101.DEF		XBRL Taxonomy Extension Definition Linkbase Document*
101.LAB		XBRL Taxonomy Extension Label Linkbase Document*
101.PRE		XBRL Taxonomy Extension Presentation Linkbase Document*

 

	*XBRL (Extensible Business Reporting Language) information is furnished and not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.
	In accordance with SEC Release 33-8238, Exhibits 32.1 and 32.2 are 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 thereunto duly authorized.

 

	BARFRESH FOOD GROUP INC.
Date: June 25, 2020	By:	/s/ Riccardo Delle Coste
		Riccardo Delle Coste Chief Executive Officer (Principal Executive Officer)
Date: June 25, 2020	By:	/s/ Raffi Loussararian
		Vice President of Finance (Principal Accounting Officer)