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, 2021, as filed with the SEC on March 10, 2022, 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

There have been no changes to our significant accounting policies described in our Annual Report on Form 10-K for the year ended December 31, 2021, as filed with the SEC on March 10, 2022, that have a material impact on our condensed consolidated financial statements and related notes.

Recent Accounting Pronouncements

See Note 1 to the accompanying notes to unaudited condensed consolidated financial statements included in this Quarterly Report on Form 10-Q for further details regarding this topic.





Results of Operations

Results of Operation for Three Months Ended March 31, 2022 as Compared to the Three Months Ended March 31, 2021





Revenue and cost of revenue

Revenue increased by approximately $1,511,000 (149%) from approximately $1,015,000 in 2021 to approximately $2,526,000 in 2022. The overall revenue for the first quarter 2022 was higher due to growth in "Twist & Go"™revenue and the gradual return of single serve demand.





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Cost of revenue for 2022 was approximately $1,710,000 as compared to approximately $666,000 in 2021. Our gross profit was approximately $816,000 (32%) and $349,000 (34%) for 2022 and 2021, respectively. Gross margins decreased in the first quarter primarily due to product mix which includes "Twist & Go"™ at slightly lower product margins.





Operating expenses

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

Our general and administrative expenses increased by 106%, or approximately $797,000, from approximately $752,000 in 2021 to approximately $1,549,000 in 2022, primarily driven by personnel, including non-cash stock-based compensation, shipping and storage and other general and administrative expenses. The following is a breakdown of our general and administrative expenses for the three months ended March 31, 2022, and 2021:





                                      Three months     Three months
                                         ended            ended
                                       March 31,        March 31,
                                          2022             2021           Change         Percent
Personnel costs                            499,658          311,556        188,102              60 %
Stock-based compensation                    28,036          (34,585 )       62,621             181 %
Shipping and storage                       437,434          143,735        293,699             204 %
Legal, professional and consulting
fees                                       179,922           76,172        103,750             136 %
Marketing and selling                       75,502           42,955         32,547              76 %
Director fees                               62,500           77,130        (14,630 )           -19 %
Research and development                    30,644           68,141        (37,498 )           -55 %
Other general and administrative
expenses                                   235,343           66,497        168,845             254 %
                                         1,549,039          751,601        797,438             106 %

Personnel cost represents the cost of employees including salaries, bonuses, employee benefits and employment taxes and continues to be our largest cost. Personnel cost increased by approximately $188,000 (60%) from approximately $312,000 to $500,000. We had eleven full time equivalent employees in the first quarter of 2021, compared with fifteen in the first quarter of 2022.

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 three months ended March 31, 2022 was approximately $28,000 compared to ($35,000) for the three months ended March 31, 2021 due to the departure of two key employees and the forfeiture of their unvested options in 2021.

Shipping and storage expense increased approximately $294,000 (204%) from approximately $144,000 in 2021 to $437,000 in 2022. The increase was primarily a result of the 149% increase in revenue, as well as increased supply chain costs resulting from the COVID-19 pandemic and other geopolitical events.

Legal, professional, and consulting fees increased approximately $104,000 (136%) from approximately $76,000 in 2021 to $180,000 in 2022. The increase was primarily due to corporate development activities.

Marketing and selling expenses increased approximately $33,000 (76%) from approximately $43,000 in 2021 to $76,000 in 2022. The increase in marketing and selling expenses was primarily the result of the retention of outside service providers to assist with sales initiatives.

Director fees decreased approximately $15,000 from approximately $76,000 in 2021 to $63,000 in 2022. Annual director fees are anticipated at $50,000 per non-employee director.





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Research and development expenses decreased approximately $37,000 (55%) from approximately $68,000 in 2021 to $31,000 in 2022. The reduction is primarily due to the non-recurrence of material consumption and expiration as well as a reduction in labor hours for our development consulting team.

Other expenses increased approximately $169,000 (254%) from approximately $66,000 in 2021 to $235,000 in 2022. In 2022, we incurred approximately $102,000 in one-time costs related to the uplist of our common stock to the NASDAQ Stock Market. Additionally, 2021 benefited from the results of vendor payables reconciliation resulting in the reduction of vendor liabilities.

We had operating losses of approximately $895,000 and $549,000 for the three-month periods ended March 31, 2022 and 2021, respectively. The increase of approximately $346,000 or 63%, was primarily due to the increase in general and administrative expenses, partially offset by the increase in gross profit.

The change in the value of the derivative liability is based upon the Black-Scholes model from one period to another. The gain of approximately $17,000 for the three months ended March 31, 2021 was a result of the change in components of the Black-Scholes model.

Interest expense was approximately $59,000 for the three months ended March 31, 2021. Interest related to convertible debt that was converted and repaid in 2021. We did not incur any interest expense for the three months ended March 31, 2022.

We had net losses of approximately $895,000 and $592,000 in the three-month periods ended March 31, 2022 and 2021, respectively.

Liquidity and Capital Resources

As of March 31, 2022, we had working capital of approximately $5,559,000 as compared with approximately $6,171,000 at December 31, 2021. The decrease in working capital surplus is primarily due to operating loss for the three months ended March 31, 2022.

During the three months ended March 31, 2022, we used cash of approximately $1,132,000 in operations, and $14,000 for the purchase of equipment, partially offset by $5,000 from the issuance of stock pursuant to an outstanding warrant.

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.

Our operations to date have been financed by the sale of securities, the issuance of convertible debt and the issuance of short-term debt, including related party advances. 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 debt. There are no assurances that we will be able to generate the necessary capital to carry out our current plan of operations.

We have entered into a direct lease for premises covering the period April 1, 2019 to March 31, 2023. The aggregate minimum lease payments under the non-cancellable direct lease as of March 31, 2022 are approximately $81,000.

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.

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