Barfresh Food Group Inc.: Form 10-Q for the period ended Jun 30, 2026
Filed with the SEC on Aug 14, 2026 and accepted by EDGAR at Aug 14, 2026, 16:25 ET.
Management's discussion and analysis
As filed, 16,964 characters, with its headings, lists and tables. Extracted from the main document; charts and exhibits are in the original on sec.gov.
The following discussion should be read in conjunction with the financial information included elsewhere in this Quarterly Report on Form 10-Q (this “Report”), including our unaudited condensed consolidated financial statements and the related notes and with our audited consolidated financial statements and related notes included in our Annual Report on Form 10-K for the year ended December 31, 2025, as filed with the SEC on April 15, 2026, and other reports that we file with the SEC from time to time.
References in this Quarterly Report on Form 10-Q to “us”, “we”, “our” and similar terms refer to Barfresh Food Group Inc.
Cautionary Note Regarding Forward-Looking Statements
This discussion includes forward-looking statements, as that term is defined in the federal securities laws, based upon current expectations that involve risks and uncertainties, such as plans, objectives, expectations, and intentions. Actual results and the timing of events could differ materially from those anticipated in these forward-looking statements as a result of a number of factors. Words such as “anticipate”, “estimate”, “plan”, “continuing”, “ongoing”, “expect”, “believe”, “intend”, “may”, “will”, “should”, “could” and similar expressions are used to identify forward-looking statements.
We caution you that these statements are not guarantees of future performance or events and are subject to a number of uncertainties, risks and other influences, many of which are beyond our control, which may influence the accuracy of the statements and the projections upon which the statements are based. Any one or more of these uncertainties, risks and other influences could materially affect our results of operations and whether forward-looking statements made by us ultimately prove to be accurate. Our actual results, performance and achievements could differ materially from those expressed or implied in these forward-looking statements. We undertake no obligation to publicly update or revise any forward-looking statements, whether from new information, future events or otherwise.
Critical Accounting Policies
Our consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”).
Results of Operations
Results of Operation for the Three Months Ended June 30, 2026 as Compared to the Three Months Ended June 30, 2025
Revenue and cost of revenue
Revenue increased $3,082,000, or 190%, to $4,707,000 in 2026 as compared to $1,625,000 in 2025. Arps Dairy contributed $3,193,000 to revenue, including $2,943,000 in raw and processed milk sales. Revenue in the frozen beverages and food segment increased 9%.
The acquisition of Arps Dairy gives us the expanded capacity we have sought over the past three years, necessary to service our customer base and expand our sales reach.
Cost of revenue increased $3,738,000, or 334%, to $4,857,000 in 2026 as compared to $1,119,000 in 2025. Cost of revenue increased at a significantly higher rate compared to revenue due to the inclusion of the raw and processed milk operations after the Acquisition. Products in this segment are generally commodities with commensurate margins, but provide a strategic milk supply to the business and contribute to fixed overhead costs. Cost of revenue in the frozen beverages and food segment, which consisted primarily of Barfresh legacy products in 2026, increased 76% due to start-up costs and lower than anticipated productivity at the Existing Facility.
Our gross loss was $150,000 (-3%) for 2026 and our gross profit was $506,000 (31%) for 2025.
Gross loss from frozen beverages and food was $209,000 (-12%) in 2026 compared to a gross profit of $506,000 (31%) in 2025. The decrease is due to high start-up costs and lower than anticipated productivity at the Existing Facility.
Gross profit from raw and processed milk was $59,000 (2%) in 2026.
Selling, marketing and distribution expense
| Three months ended June 30, 2026 | Three months ended June 30, 2025 | Change | Percent | |
|---|---|---|---|---|
| Sales and marketing | $256,000 | $358,000 | $(102,000) | -28% |
| Storage and outbound freight | 305,000 | 276,000 | 29,000 | 11% |
| $561,000 | $634,000 | $(73,000) | -12% |
Selling, marketing and distribution expense decreased approximately $73,000 (12%) from approximately $634,000 in 2025 to $561,000 in 2026.
Sales and marketing expense decreased approximately $102,000 (28%) from approximately $358,000 in 2025 to $256,000 in 2026. The decrease is a result of lower personnel costs as we rely more heavily on our broker network. Additionally, equipment maintenance expense for machines provided to our customers for use with our bulk products decreased, as single serve products have become more prominent in the school setting.
Storage and outbound freight expense increased approximately $29,000 (11%) from approximately $276,000 in 2025 to $305,000 in 2026, primarily due to costs associated with the delivery of processed milk at Arps Dairy, partially offset by lower revenue and finished goods inventory of legacy Barfresh products.
General and administrative expense
| Three months ended June 30, 2026 | Three months ended June 30, 2025 | Change | Percent | |
|---|---|---|---|---|
| Personnel costs | $335,000 | $292,000 | $43,000 | 15% |
| Stock-based compensation | 154,000 | 139,000 | 15,000 | 11% |
| Legal, professional and consulting fees | 67,000 | 30,000 | 37,000 | 123% |
| Research and development | 37,000 | 31,000 | 6,000 | 19% |
| Other general and administrative expenses | 161,000 | 127,000 | 34,000 | 27% |
| Business acquisition expense | 40,000 | 54,000 | (14,000) | -26% |
| $794,000 | $673,000 | $121,000 | 18% |
General and administrative expenses increased approximately $121,000 (18%) from approximately $673,000 in 2025 to $794,000 in 2026.
Personnel cost represents the cost of employees including salaries, bonuses, employee benefits and employment taxes. Personnel cost increased by approximately $43,000 (15%) from approximately $292,000 in 2025 to $335,000 in 2026 due to the addition of headcount associated with Arps Dairy.
Legal, professional and consulting fees increased by approximately $37,000 (123%) from $30,000 in 2025 to $67,000 in 2026 primarily due to timing of audit fees associated with the filing of our annual report on Form 10-K.
Other general and administrative expenses increased by approximately $34,000 (27%) due to increased recruiting, information technology and insurance expense associated with Arps Dairy.
Interest Expense
Interest expense was $344,000 in 2026 compared to $12,000 in 2025. The increase of $332,000 is a result of mortgage debt, notes and lease financing related to the Acquisition and the purchase of equipment required for the New Facility, as well as the issuance of $7,528,000 of convertible notes in March 2026.
Net loss
We had net losses of approximately $1,861,000 and $880,000 for the three-month periods ending June 30, 2026 and 2025, respectively. The increase in net loss of approximately $981,000 was primarily due to an increase in loss from operations of $649,000, and an increase of $332,000 in interest expense incurred related to the acquisition of Arps Dairy and the build out of the New Facility.
Results of Operation for the Six Months Ended June 30, 2026 as Compared to the Six Months Ended June 30, 2025
Revenue and cost of revenue
Revenue increased $5,784,000, or 127%, to $10,339,000 in 2026 as compared to $4,555,000 in 2025. Arps Dairy contributed $6,021,000 to revenue, including $5,508,000 in raw and processed milk sales.
Cost of revenue increased $6,307,000, or 200%, to $9,456,000 in 2026 as compared to $3,149,000 in 2025. Cost of revenue increased at a higher rate compared to revenue as low margin milk processing revenue made up 53% of the revenue mix. Additionally, start-up costs and low productivity significantly impacted the cost of legacy Barfresh products that were produced at the Existing Facility.
Our gross profit was $883,000 (9%) and $1,406,000 (31%) for 2026 and 2025, respectively.
Gross profit from frozen beverages and food was $696,000 (14%) and $1,406,000 in 2026 and 2025, respectively. The decrease is due to high start-up costs and lower than anticipated productivity at the Existing Facility.
Selling, marketing and distribution expense
| Six months ended June 30, 2026 | Six months ended June 30, 2025 | Change | Percent | |
|---|---|---|---|---|
| Sales and marketing | $510,000 | $791,000 | $(281,000) | -36% |
| Storage and outbound freight | 748,000 | 667,000 | 81,000 | 12% |
| $1,258,000 | $1,458,000 | $(200,000) | -14% |
Selling, marketing and distribution expense decreased approximately $200,000 (14%) from approximately $1,458,000 in 2025 to $1,258,000 in 2026.
Sales and marketing expense decreased approximately $281,000 (36%) from approximately $791,000 in 2025 to $510,000 in 2026. The decrease is a result of lower personnel costs as we rely more heavily on our broker network. Additionally, equipment maintenance expense for machines provided to our customers for use with our bulk products decreased, as single serve products have become more prominent in the school setting. Finally, sample expense decreased due to non-recurring sample costs associated with the 2025 launch of our Pop & Go product.
Storage and outbound freight expense increased approximately $81,000 (12%) from approximately $667,000 in 2025 to $748,000 in 2026, primarily due to costs associated with the delivery of processed milk at Arps Dairy, partially offset by lower revenue and finished goods inventory of legacy Barfresh products.
General and administrative expense
| Six months ended June 30, 2026 | Six months ended June 30, 2025 | Change | Percent | |
|---|---|---|---|---|
| Personnel costs | $694,000 | $665,000 | $29,000 | 4% |
| Stock based compensation | 256,000 | 297,000 | (41,000) | -14% |
| Legal, professional and consulting fees | 174,000 | 111,000 | 63,000 | 57% |
| Research and development | 61,000 | 49,000 | 12,000 | 24% |
| Other general and administrative expenses | 302,000 | 244,000 | 58,000 | 24% |
| Business acquisition expense | 62,000 | 54,000 | 8,000 | nm |
| $1,549,000 | $1,420,000 | $129,000 | 9% |
General and administrative expenses increased approximately $129,000 (9%) from approximately $1,420,000 in 2025 to $1,549,000 in 2026.
Personnel cost increased by approximately $29,000 (4%) from approximately $665,000 in 2025 to $694,000 in 2026 due to the addition of headcount associated with Arps Dairy.
Stock-based compensation decreased by approximately $41,000 from $297,000 in 2025 to $256,000 in 2026 as a result of lower expected attainment under our performance stock unit program.
Legal, professional and consulting fees increased by approximately $63,000 (57%) from $111,000 in 2025 to $174,000 in 2026 due to audit costs associated with the expanded scope of work resulting from the Acquisition, and temporary consultants associated with the integration of Arps Dairy.
Other general and administrative expenses increased by approximately $58,000 (24%) due to increased information technology and insurance expense associated with Arps Dairy.
Interest Expense
Interest expense was $569,000 in 2026 compared to $35,000 in 2025. The increase of $534,000 is a result of mortgage debt, notes and lease financing related to the Acquisition and the purchase of equipment required for the New Facility, as well as the issuance of $7,528,000 of convertible notes in March 2026.
Net loss
We had net losses of approximately $2,522,000 and $1,641,000 for the six-month periods ending June 30, 2026 and 2025, respectively. The increase in net loss of approximately $881,000 was primarily due to an increase in loss from operations of $347,000, and an increase of $534,000 in interest expense incurred related to the acquisition of Arps Dairy and the build out of the New Facility.
Liquidity and Capital Resources
On February 5, 2025, we entered into securities purchase agreements with several investors, pursuant to which the Company sold an aggregate of 1,052,793 shares of common stock at a price of $2.85 per share in a registered direct offering, raising $2,974,000.
Our continuing dispute with the Manufacturer and the resulting loss of product supply in 2022 negatively impacted our financial position, results of operations and cash flow. Subsequently, we contracted with a co-manufacturer for additional smoothie bottle manufacturing capacity. While expanded capacity became available from manufacturer C in the fourth quarter of 2024, we were notified in 2025 that manufacturers A and B elected to discontinue production of smoothie bottles and smoothie cartons in January 2026 and December 2025, respectively. The Acquisition was undertaken to resolve constrained capacity experienced since 2022 under the co-manufacturing business model.
In order to consummate the Acquisition, we paid $1,223,000, net of cash acquired, to purchase 100% of Arps Dairy stock. Additionally, we incurred $518,000 in acquisition costs in 2025. In order to finance the Acquisition, we increased our receivables-based line of credit in September 2025 to $2,500,000. As a result of the Acquisition, $5,251,000 of mortgage debt, construction related payables and advances from former shareholders payable by Arps Dairy became short-term financial commitments of the Company. The Acquisition was structured to allow us to take control of Arps Dairy manufacturing operations ahead of completing all necessary long-term financing activities.
Following the Acquisition, Arps Dairy secured a receivables-based line of credit of $1,250,000.
We acquired $888,000 of equipment through leasing transactions in 2025 and the first six months of 2026. In December 2025, we were granted $2,400,000 to fund up to 50% of the cost of new equipment purchases and installation for the New Facility.
In February 2026, $400,000 of Arps selling shareholder advances were converted into shares of our common stock.
In March 2026, we raised $7,528,000 through the sale of convertible promissory notes. The proceeds were used to retire $2,541,000 in mortgage debt and certain construction payables.
During the six months ending June 30, 2026, we used $3,051,000 in operations. Our net loss adjusted for non-cash operating expenses used $2,002,000, while changes in current assets and liabilities used $1,049,000 primarily because of settlements of amounts due to co-manufacturers who discontinued providing product in December 2025 and January 2026, partially offset by a decrease in accounts receivable due to seasonality.
As of June 30, 2026, we had net current liabilities of $1,041,000, including $1,818,000 of construction payables, compared with net current liabilities of $6,303,000 on December 31, 2025. Disputed accounts payable due to the Manufacturer of $499,000 are excluded from both June 30, 2026 and December 31, 2025 amounts.
Our operations to date have been financed by the sale of securities, the issuance of convertible and short-term debt and equipment leasing. Our liquidity needs will depend on careful management of the construction of the New Facility, as well as how quickly we are able to profitably ramp up sales, achieve manufacturing cost synergies anticipated as a result of the Acquisition, control and reduce variable operating expenses, and control fixed overhead expense. The proceeds from the sale of convertible promissory notes in March 2026 are not sufficient to carry out our current plan of operations, which includes the investment of $6,662,000 in Construction Obligations described in Note 5 of the accompanying unaudited financial statements. The $2,400,000 grant received in December 2025 is subject to uncertainty associated with the requirement to complete all funded phases of the project by December 31, 2026. This uncertainty could increase the Construction Obligation to $9,062,000. We anticipate that we will have additional sources of liquidity through mortgage financing supported by the guarantee of the United States Department of Agriculture, and equipment lease financing, among other options. However, there are no assurances that these funds will be available. If we are unable to generate sufficient cash flow from operations, control construction costs, or raise additional capital through debt issuances, we may be required to raise additional funds in the form of equity.
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 expense, results of operations, liquidity, capital expenditures or capital resources that are material to stockholders.
Controls and procedures
As filed, 2,675 characters, with its headings, lists and tables. Extracted from the main document; charts and exhibits are in the original on sec.gov.
Evaluation of Disclosure Controls and Procedures
Under the supervision and with the participation of our management, including our Chief Executive Officer and our Chief Financial Officer, we conducted an evaluation of our disclosure controls and procedures, as such term is defined under Securities and Exchange Act of 1934 Rule 13(a)-15(e). Disclosure controls and procedures are designed to provide reasonable assurance that the information required to be disclosed in the reports that we file or submit under the Exchange Act has been appropriately recorded, processed, summarized, and reported on a timely basis and are effective in ensuring that such information is accumulated and communicated to the Company’s management, as appropriate to allow timely decisions regarding required disclosure. Based on the evaluation of our disclosure controls and procedures as of June 30, 2026, our Chief Executive Officer and Chief Financial Officer concluded that, as of such date, our disclosure controls and procedures were not effective at the reasonable assurance level.
Management has identified the following material weakness in our internal control over financial reporting:
Management has concluded that there is a material weakness due to the control environment. The control environment is impacted due to the Company’s inadequate segregation of duties, primarily information technology control activities.
Management recognizes that there are inherent limitations in the effectiveness of any system of internal control, and accordingly, even effective internal control can provide only reasonable assurance with respect to financial statement preparation and may not prevent or detect material misstatements. In addition, effective internal control at a point in time may become ineffective in future periods because of changes in conditions, such as those that occurred as a result of the business combination, or due to deterioration in the degree of compliance with our established policies and procedures.
In an effort to remediate the identified material weakness and enhance our internal control over financial reporting, we will fully engage our information technology personnel to help ensure that we are able to properly implement internal control procedures.
This report shall not be deemed to be filed for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section, and is not incorporated by reference into any filing of the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing.
Changes in Internal Control over Financial Reporting
None.
Figures reported in this filing
Standardized line items from the XBRL in this filing, for the period ended 2026-06-30. Comparative periods it repeats are left out.
| Line item | Period | Value | XBRL concept |
|---|---|---|---|
| Revenue | 3 months2026-04-01 to 2026-06-30 | $4.7m | us-gaap:RevenueFromContractWithCustomerExcludingAssessedTax |
| Revenue | 6 months2026-01-01 to 2026-06-30 | $10.3m | us-gaap:RevenueFromContractWithCustomerExcludingAssessedTax |
| Cost of revenue | 3 months2026-04-01 to 2026-06-30 | $4.9m | us-gaap:CostOfRevenue |
| Cost of revenue | 6 months2026-01-01 to 2026-06-30 | $9.5m | us-gaap:CostOfRevenue |
| Gross profit | 3 months2026-04-01 to 2026-06-30 | −$150.0k | us-gaap:GrossProfit |
| Gross profit | 6 months2026-01-01 to 2026-06-30 | $883.0k | us-gaap:GrossProfit |
| Research and development | 3 months2026-04-01 to 2026-06-30 | $37.0k | us-gaap:ResearchAndDevelopmentExpense |
| Research and development | 6 months2026-01-01 to 2026-06-30 | $61.0k | us-gaap:ResearchAndDevelopmentExpense |
| Operating income | 3 months2026-04-01 to 2026-06-30 | −$1.5m | us-gaap:OperatingIncomeLoss |
| Operating income | 6 months2026-01-01 to 2026-06-30 | −$2.0m | us-gaap:OperatingIncomeLoss |
| Interest expense | 3 months2026-04-01 to 2026-06-30 | $77.0k | us-gaap:InterestExpense |
| Interest expense | 6 months2026-01-01 to 2026-06-30 | $100.0k | us-gaap:InterestExpense |
| Net income | 3 months2026-04-01 to 2026-06-30 | −$1.9m | us-gaap:NetIncomeLoss |
| Net income | 6 months2026-01-01 to 2026-06-30 | −$2.5m | us-gaap:NetIncomeLoss |
| Diluted EPS | 3 months2026-04-01 to 2026-06-30 | −$0.12 | us-gaap:EarningsPerShareDiluted |
| Diluted EPS | 6 months2026-01-01 to 2026-06-30 | −$0.16 | us-gaap:EarningsPerShareDiluted |
| Basic EPS | 3 months2026-04-01 to 2026-06-30 | −$0.12 | us-gaap:EarningsPerShareBasic |
| Basic EPS | 6 months2026-01-01 to 2026-06-30 | −$0.16 | us-gaap:EarningsPerShareBasic |
| Diluted shares (weighted) | 3 months2026-04-01 to 2026-06-30 | 16,152,000 shares | us-gaap:WeightedAverageNumberOfDilutedSharesOutstanding |
| Diluted shares (weighted) | 6 months2026-01-01 to 2026-06-30 | 16,098,000 shares | us-gaap:WeightedAverageNumberOfDilutedSharesOutstanding |
| Operating cash flow | 6 months2026-01-01 to 2026-06-30 | −$3.1m | us-gaap:NetCashProvidedByUsedInOperatingActivities |
| Capital expenditure | 6 months2026-01-01 to 2026-06-30 | $963.0k | us-gaap:PaymentsToAcquirePropertyPlantAndEquipment |
| Cash and equivalents | At period end2026-06-30 | $324.0k | us-gaap:Cash |
| Current assets | At period end2026-06-30 | $3.8m | us-gaap:AssetsCurrent |
| Total assets | At period end2026-06-30 | $12.7m | us-gaap:Assets |
| Current liabilities | At period end2026-06-30 | $5.3m | us-gaap:LiabilitiesCurrent |
| Total liabilities | At period end2026-06-30 | $12.8m | us-gaap:Liabilities |
| Long-term debt | At period end2026-06-30 | $480.0k | us-gaap:LongTermDebtNoncurrent |
| Current portion of debt | At period end2026-06-30 | $285.0k | us-gaap:LongTermDebtCurrent |
| Shareholders' equity | At period end2026-06-30 | −$84.0k | us-gaap:StockholdersEquity |
Source: SEC EDGAR, the filing index for accession 0001493152-26-038426. Last ingested by Listed: Nov 6, 2026, 16:42 ET. Listed shows no prices and gives no investment advice.