BARFRESH FOOD GROUP INC.
For the period ended Mar 31, 2026. Filed May 14, 2026.
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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Mar 31, 2026 · Filed May 14, 2026
BRFH$0.46+0.7%Stored close · as of Nov 6, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2025-09-30; filed 2025-11-06.
0001493152-25-021070
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2026-03-31; filed 2026-05-14.
0001493152-26-023106
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 54 previous paragraphs and 44 current paragraphs.
16 unchanged; 9 reworded; 19 added; 27 removed; 2 previous and 0 current paragraphs rearranged.
Tables are not compared: 4 previous and 2 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (19)
Current report
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
Current report
Revenue increased $2,702,000, or 92%, to $5,632,000 in 2026 as compared to $2,930,000 in 2025. Arps Dairy contributed $2,837,000 to revenue, including $2,566,000 in raw and processed milk sales.
Current report
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.
Current report
Cost of revenue increased $2,569,000, or 127%, to $4,599,000 in 2026 as compared to $2,030,000 in 2025. Cost of revenue increased at a 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 at the same rate as revenue.
Current report
Our gross profit was $1,033,000 (18%) and $900,000 (31%) for 2026 and 2025, respectively.
Current report
Gross profit from frozen beverages and food was $905,000 in 2026 (30%) compared to $900,000 in 2025 (31%). The slight decrease is due to product mix.
Current report
Gross profit from raw and processed milk was $128,000 in 2026 (5%).
Current report
Sales and marketing expense decreased approximately $179,000 (41%) from approximately $433,000 in 2025 to $254,000 in 2026. The decrease is a result of lower personnel costs as we rely more heavily on our broker network, as well as a decrease in sample expense, which was elevated in 2025 due to the introduction of our Pop & Go freeze pops. 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.
Current report
Storage and outbound freight expense increased approximately $52,000 (13%) from approximately $391,000 in 2025 to $443,000 in 2026, primarily due to costs associated with the delivery of processed milk at Arps Dairy.
Current report
General and administrative expenses increased approximately $8,000 (1%) from approximately $747,000 in 2025 to $755,000 in 2026.
Current report
Interest Expense
Current report
Interest expense was $225,000 in 2026 compared to $23,000 in 2025. The increase of $202,000 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.
Current report
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.
Current report
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.
Current report
Following the Acquisition, Arps Dairy secured a receivables-based line of credit of $1,250,000.
Current report
We acquired $823,000 of equipment through leasing transactions in 2025 and the first three 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.
Current report
In February 2026, $400,000 of Arps selling shareholder advances were converted into shares of our common stock.
Current report
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 construction payables, and are expected to be used to repay remaining construction related payables as well as complete construction of the New Facility in 2026.
Current report
As of March 31, 2026, we had net current assets of $903,000, including $1,861,000 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 March 31, 2026 and December 31, 2025 amounts.
Removed paragraphs (27)
Previous report
Revenue increased $594,000, or 16%, to $4,231,000 in 2025 as compared to $3,637,000 in 2024.
Previous report
Revenue increased as a result of growth in our Twist & Go products and the introduction of Pop & Go in the fourth quarter of 2024. We have been able to expand our capacity on a limited basis at our existing smoothie bottle manufacturer and have been developing an additional manufacturer relationship since the fourth quarter of 2024. With the acquisition of Arps, we expect expanded capacity to become available in the fourth quarter of 2025, subject to the risks and uncertainties associated with early-stage production activities.
Previous report
Cost of revenue increased $302,000, or 13%, to $2,679,000 in 2025 as compared to $2,377,000 in 2024. Cost of revenue increased at a lower rate compared to revenue due to the non-recurrence in 2025 of manufacturing relocation expenses incurred in 2024, partially offset by inventory costs.
Previous report
Our gross profit was $1,552,000 (37%) and $1,260,000 (35%) for 2025 and 2024, respectively. Excluding production relocation costs, our gross profit was $1,386,000 in 2024 (38%). The reduction in gross margin is a result of product mix and inventory costs, partially offset by the non-recurrence of manufacturing relocation costs.
Previous report
Sales and marketing expense decreased approximately $60,000 (12%) from approximately $510,000 in 2024 to $450,000 in 2025.
Previous report
Storage and outbound freight expense increased approximately $11,000 (2%) from approximately $480,000 in 2024 to $491,000 in 2025, a slower pace than the 16% increase in revenue, primarily due to efficiencies resulting from larger average shipments.
Previous report
General and administrative expenses increased approximately $139,000 (20%) from approximately $705,000 in 2024 to $844,000 in 2025.
Previous report
Stock-based compensation decreased by approximately $16,000 from $179,000 in 2024 to $163,000 in 2025 as a result of a reduction in the size of our board of directors.
Previous report
Research and development decreased by approximately $19,000 (37%) from $52,000 in 2024 to $33,000 in 2025 due to a decrease in development activities following the introduction of our Pop & Go product, and a decrease in co-manufacturer development activities in anticipation of our acquisition of Arps.
Previous report
Revenue and cost of revenue
Previous report
Revenue increased $857,000, or 11%, to $8,786,000 in 2025 as compared to $7,929,000 in 2024.
Previous report
Cost of revenue increased $837,000, or 17%, to $5,828,000 in 2025 as compared to $4,991,000 in 2024. Cost of revenue increased at a higher rate compared to revenue due to trial costs at our new manufacturer and elevated costs to supply product in a sub-optimal manner while the production process at a new manufacturer is under development.
Previous report
Our gross profit was $2,958,000 (34%) and $2,938,000 (37%) for 2025 and 2024, respectively. Excluding production relocation costs, our gross profit was $3,114,000 in 2024 (39%). The reduction in gross margin is a result of product mix and new manufacturer trial and development costs.
Previous report
Selling, marketing and distribution expense
Previous report
Selling, marketing and distribution expense increased approximately $132,000 (6%) from approximately $2,267,000 in 2024 to $2,399,000 in 2025.
Previous report
Sales and marketing expense increased approximately $36,000 (3%) from approximately $1,206,000 in 2024 to $1,242,000 in 2025. The increase is a result of broker commissions on increased revenue. Additionally, sample expense increased as a result of the launch of our Pop & Go product.
Previous report
Storage and outbound freight expense increased approximately $96,000 (9%) from approximately $1,061,000 in 2024 to $1,157,000 in 2025, primarily because of the 11% increase in revenue, offset by shipping efficiencies.
Previous report
General and administrative expense
Previous report
General and administrative expenses decreased approximately $159,000 (7%) from approximately $2,423,000 in 2024 to $2,264,000 in 2025.
Previous report
Personnel cost increased by approximately $20,000 (2%) from approximately $916,000 in 2024 to $936,000 in 2025.
Previous report
Legal, professional and consulting fees decreased by approximately $17,000 (7%) from $250,000 in 2024 to $233,000 in 2025 due to funding the Schrieber litigation through non-recourse litigation funding starting in Q3 2024, partially offset by Arps acquisition costs incurred in Q3 2025.
Previous report
Research and development decreased by approximately $17,000 (17%) from $99,000 in 2024 to $82,000 in 2025 due to a decrease in development activities following the introduction of our Pop & Go product, and a decrease in co-manufacturer development activities in anticipation of our acquisition of Arps.
Previous report
Other general and administrative expenses increased by approximately $90,000 (19%) due to costs associated with the acquisition of Arps, partially offset by the non-recurrence of recruitment costs incurred in the second quarter of 2024.
Previous report
Net loss
Previous report
We had net losses of approximately $1,931,000 and $1,973,000 for the nine-month periods ended September 30, 2025 and 2024, respectively, an improvement of $42,000. While revenue increased 11% and operating expenses were reduced by $63,000, these improvements were partially offset by the 3.4 percentage point decrease in gross margin and a $41,000 increase in interest expense.
Previous report
From July 2023 to March 2024, we executed subscription agreements for substantially all of a $2,000,000 privately placed convertible debt offering. The debt was available to be drawn in 25% increments, maturing on the anniversary of the draw, bearing interest at 10% per annum for the term, regardless of earlier payment or conversion, and was mandatorily convertible as to principal and interest into shares of our common stock at any time prior to maturity at the greater of $1.20 or 85% of the volume-weighted average price of the common stock for the ten trading days immediately preceding the written notice of the conversion (the “Conversion Price”). If we had not exercised the mandatory conversion, the holder of the debt had the option after six months and on up to four occasions to convert all or any portion of the principal and interest into shares of our common stock at the Conversion Price. On October 23, 2023, we issued $1,390,000 of convertible notes pursuant to the subscription agreements, and immediately converted $1,207,000 of principal and interest into approximately 820,000 shares of common stock. Additionally, on December 19, 2023, we drew down $470,000 in convertible debt and converted a total of $653,000 of principal and $4,000 of accrued interest into 495,331 shares of common stock. Finally, on March 27 and 29, 2024, we drew down $136,000 in convertible debt and converted the total drawn into 124,208 shares, settling all debt.
Previous report
As of September 30, 2025, we had working capital of $1,626,000 compared with $606,000 at December 31, 2024, both excluding disputed accounts payable of $499,000 resulting from our dispute with the Manufacturer. The increase in working capital is primarily due to capital raised in the nine months ended September 30, 2025 through the sale of common stock, partially offset by losses incurred in the nine months ended September 30, 2025.
Reworded paragraphs (9)
Previous wording
Selling, marketing and distribution expense decreased approximately $49,000 (5%) from approximately $990,000 in 2024 to $941,000 in 2025.
Current wording
Selling, marketing and distribution expense decreased approximately $127,000 (15%) from approximately $824,000 in 2025 to $697,000 in 2026.
Previous wording
Personnel cost represents the cost of employees including salaries, bonuses, employee benefits and employment taxes. Personnel cost decreased by approximately $41,000 (13%) from approximately $312,000 in 2024 to $271,000 in 2025. The decrease in personnel cost resulted from a decreased head count.
Current wording
Personnel cost represents the cost of employees including salaries, bonuses, employee benefits and employment taxes. Personnel cost decreased by approximately $14,000 (4%) from approximately $372,000 in 2025 to $358,000 in 2026. The decrease in personnel cost resulted from decreased head count, and lower employer payroll taxes due to timing of vesting of stock-based compensation.
Previous wording
Stock-based compensation decreased by approximately $235,000 from $696,000 in 2024 to $461,000 in 2025 as a result of lower expected attainment under our performance stock unit program and a reduction in the size of our board of directors.
Current wording
Stock-based compensation decreased by approximately $56,000 (35%) from $158,000 in 2025 to $102,000 in 2026 as a result of lower expected attainment under our performance stock unit program.
Previous wording
Legal, professional and consulting fees increased by approximately $86,000 (239%) from $36,000 in 2024 to $122,000 in 2025 due to costs incurred in association with the Arps acquisition.
Current wording
Legal, professional and consulting fees increased by approximately $26,000 (32%) from $81,000 in 2025 to $107,000 in 2026 due to costs of temporary personnel associated with integration of Arps Dairy.
Previous wording
Other general and administrative expenses increased by approximately $129,000 (102%) due to costs incurred in association with the acquisition of Arps.
Current wording
Other general and administrative expenses increased by approximately $25,000 (21%) due to travel costs associated with the integration of Arps Dairy.
Previous wording
We had net losses of approximately $290,000 and $513,000 for the three-month periods ending September 30, 2025 and 2024, respectively. The decrease in net loss of approximately $223,000 was primarily due to the increase in revenue and gross margin, and the reduction in operating expense exclusive of Arps acquisition expenses.
Current wording
We had net losses of approximately $661,000 and $761,000 for the three-month periods ending March 31, 2026 and 2025, respectively. The decrease in net loss of approximately $100,000 was primarily due to a decrease in the loss from operations of $302,000, offset by an increase of $202,000 in interest expense incurred related to the acquisition of Arps Dairy and the build out of the New Facility.
Previous wording
On February 5, 2025, we entered into securities purchase agreements with several investors, pursuant to which we sold an aggregate of 1,052,793 shares of common stock at a price of $2.85 per share in a registered direct offering.
Current wording
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.
Previous wording
During the nine months ended September 30, 2025, we used $2,173,000 in operations. Our net loss adjusted for non-cash operating expenses was a loss of $1,297,000, while changes in current assets and liabilities used $876,000. The increase in revenue resulted in a $1,660,000 increase in accounts receivable, while we reduced our investment in inventory by $426,000. The changes reflect the education channel’s seasonal revenue peak, and the draw down of inventory built over the summer school break to minimize the impact of production capacity constraints. Additionally, accounts payable increased by $529,000 due to timing of material purchases and amounts due for Arps acquisition costs incurred.
Current wording
During the quarter ended March 31, 2026, we used $2,382,000 in operations. Our net loss adjusted for non-cash operating expenses was a loss of $455,000, while changes in current assets and liabilities used $1,927,000 primarily because of settlements of amounts due to co-manufacturers who discontinued providing product in December 2025 and January 2026.
Previous wording
Our liquidity needs will depend on how quickly we are able to profitably ramp up sales, as well as our ability to control and reduce variable operating expenses, and to continue to control fixed overhead expense.
Current wording
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. There are no assurances that the grant received in December 2025 and the proceeds from the sale of convertible promissory notes in March 2026 will be sufficient to carry out our current plan of operations. We anticipate that we will have additional sources of liquidity, if required, 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.
Rearranged previous paragraphs (2)
Previous report — wording carried elsewhere
Results of Operation for the Nine months Ended September 30, 2025 as Compared to the Nine months Ended September 30, 2024
Previous report — wording carried elsewhere
Our operations to date have been financed by the sale of securities, the issuance of convertible debt and the issuance of short-term debt. If we are unable to generate sufficient cash flow from operations with the capital raised we will be required to raise additional funds either in the form of equity or in the form of debt. There are no assurances that we will be able to generate the necessary capital to carry out our current plan of operations.