10-Q: BranchOut Food Reports Soaring Revenue Amidst Rising Losses

Sentiment:

Quarterly Report


BranchOut Food Inc. reported a 129% surge in net revenue for the first half of 2025, driven by increased sales and improved gross margins from insourcing, despite a 26% increase in net loss and ongoing going concern doubts.

Capital raiseCompany is actively seeking additional sources of capital to fund short-term operations.Increased the At-The-Market (ATM) Issuance Sales Agreement from $3,000,000 to $5,000,000 on February 18, 2025.Sold 1,303,115 shares of common stock under the ATM Agreement for aggregate net proceeds of $2,407,448 during the six months ended June 30, 2025.Subsequent to June 30, 2025, entered into a new ATM Agreement on July 29, 2025, for up to $3,000,000, with $1,760,489 gross proceeds from 777,896 shares sold as of August 13, 2025.Received $1,000,000 cash from Kaufman Kapital's exercise of 1,000,000 warrants on June 4, 2025.Received $135,000 cash from other note holders' exercise of 135,000 warrants in June 2025.Received $38,157 from the exercise of Representatives Warrants to purchase 39,747 shares of common stock on February 14, 2025.The company's ability to scale production and distribution capabilities and further increase the value of its brands is largely dependent on its success in raising additional capital.
Worse than expectedNet loss increased by 26% for the six months ended June 30, 2025, indicating a worsening financial bottom line.Cash balance significantly decreased, and net cash used in operating activities increased by 190%, showing a substantial increase in cash burn.The company explicitly states 'substantial doubt about the Company’s ability to continue as a going concern', which is a critical negative indicator.

Summary

  • Net revenue for the six months ended June 30, 2025, increased by 129% to $6,493,260, up from $2,830,002 in the prior year period.
  • Gross profit rose to $1,158,974 (17.8% gross margin) for the six months ended June 30, 2025, compared to $432,347 (15.3% gross margin) in the same period of 2024, primarily due to the transition to in-house manufacturing in Peru.
  • Net loss for the six months ended June 30, 2025, increased by 26% to $2,521,538, up from $1,993,521 in the prior year period.
  • Operating loss for the six months ended June 30, 2025, was $2,028,561, an increase from $1,851,515 in the prior year period.
  • Cash balance as of June 30, 2025, was $641,129, a decrease from $2,329,452 as of December 31, 2024.
  • Working capital improved to $662,217 as of June 30, 2025, from a deficit of $3,897,382 as of December 31, 2024.
  • Accumulated deficit reached $20,083,595 as of June 30, 2025.
  • Net cash used in operating activities significantly increased to $3,942,856 for the six months ended June 30, 2025, from $1,357,463 in the prior year period.
  • Proceeds from financing activities totaled $2,717,102 for the six months ended June 30, 2025, including $2,423,058 from common stock sales via an ATM program and $1,173,157 from warrant exercises.
  • Three customers accounted for 97.1% of net revenue and 97.6% of accounts receivable for the six months ended June 30, 2025.

Sentiment

Score: 3

Explanation: While revenue growth and gross margin improvement are positive operational signs, the significant increase in net loss, substantial cash burn, and explicit 'going concern' warning indicate severe financial distress. The ineffective disclosure controls add to the negative sentiment, outweighing the operational positives for overall financial health.

Positives

  • Net revenue increased significantly by 129% for the six months ended June 30, 2025, demonstrating strong sales growth.
  • Gross margin improved to 17.8% from 15.3% due to the successful transition to in-house manufacturing at the Peru facility, indicating better cost control and efficiency.
  • Working capital turned positive to $662,217 as of June 30, 2025, from a negative position at year-end 2024.
  • Successful exercise of warrants, including 1,000,000 shares by Kaufman Kapital for $1,000,000 cash, provided substantial capital.
  • Received a $233,475 VAT refund payment from the Peruvian tax authority subsequent to the quarter end, improving liquidity.

Negatives

  • Net loss increased by 26% to $2,521,538 for the six months ended June 30, 2025, indicating continued unprofitability.
  • Cash balance significantly decreased to $641,129 as of June 30, 2025, from $2,329,452 at December 31, 2024.
  • Net cash used in operating activities increased by 190% to $3,942,856, reflecting a higher cash burn rate.
  • General and administrative expenses increased by 274% for the six months ended June 30, 2025, largely due to factory idle capacity and increased rent and travel related to the new Peru facility.
  • Interest expense increased by 247% to $504,713 for the six months ended June 30, 2025, primarily due to the Kaufman Convertible Note and other related party notes.
  • Disclosure controls and procedures were deemed not effective as of June 30, 2025.

Risks

  • Substantial doubt exists about the ability to continue as a going concern due to recurring losses and the need for additional capital.
  • High customer concentration, with three customers accounting for 97.1% of net revenue and 97.6% of accounts receivable, poses a significant risk if any major customer reduces orders.
  • Ineffective disclosure controls and procedures as of June 30, 2025, raise concerns about the reliability of financial reporting.
  • Ongoing lawsuit by a former chief financial officer alleging wrongful termination, though management believes it will not have a material adverse effect, introduces legal uncertainty.
  • Reliance on the proprietary GentleDry Technology licensed exclusively from EnWave Corporation means any issues with this license or technology could impact operations.
  • Commitments for future minimum royalty payments and equipment purchases under the EnWave license agreement, which are necessary to maintain exclusivity for avocado products, represent ongoing financial obligations.

Future Outlook

Management anticipates that results of operations will improve substantially as a result of the recent launch of the new production facility in Peru. The objective is to achieve 100% utilization of the facility to leverage fixed costs, improve operating efficiency, and capture additional gross margin benefits as production volumes grow. The company plans to continue growing revenues by penetrating grocery, industrial ingredient, and online markets, and expects to continue investing in R&D to scale its GentleDry product portfolio and bring new offerings to market. Management intends to acquire ownership of the Peru facility either through bankruptcy settlement or by exercising the purchase option at the end of the lease term.

Management Comments

  • "Our objective is to achieve 100% utilization [of the in-house manufacturing facility], which we believe will allow us to leverage fixed costs, improve operating efficiency, and capture additional gross margin benefits as production volumes grow."
  • "As production continues to scale, we expect further margin expansion from manufacturing existing products more efficiently and from our enhanced ability to bring new products to market more quickly."
  • "We anticipate that our results of operations will improve substantially as a result of the recent launch of our new facility in Peru, there can be no assurance in that regard."
  • "If we continue to generate substantial operating losses, we will not have sufficient funds to sustain our operations for the next twelve months and we will need to raise additional cash to fund our operations."
  • "Our ability to scale production and distribution capabilities and further increase the value of our brands is largely dependent on our success in raising additional capital."

Industry Context

The company operates in the fast-moving plant-based snack and ingredient category, which is shaped by shifting consumer preferences towards healthier and more natural food options. The investment in proprietary GentleDry Technology and the new Peru production facility positions the company to capitalize on the growing demand for dehydrated fruit and vegetable products. The move to insource manufacturing aligns with a trend among food producers to gain greater control over supply chains, improve quality, and reduce costs, potentially offering a competitive advantage over companies reliant on third-party contract manufacturers. However, the high customer concentration is a notable vulnerability in a competitive market.

Comparison to Industry Standards

  • The gross margin improvement to 17.8% from 15.3% is a positive step, but still below the average for established food processing companies, which can range from 25% to 40% depending on product type and market segment. For example, companies like Hain Celestial Group (natural and organic products) or B&G Foods (shelf-stable foods) typically aim for higher gross margins.
  • The significant revenue growth of 129% is exceptional and indicates strong market penetration or demand for products, potentially outpacing many mature food industry competitors. This growth rate is more typical of early-stage, high-growth companies in emerging segments.
  • The substantial net loss and accumulated deficit, coupled with a going concern warning, indicate that the company is still in a high-investment, pre-profitability phase, which is common for startups scaling production but contrasts sharply with the financial stability of larger, profitable industry players.
  • The reliance on a few major customers (97.1% of revenue from three customers) is a higher concentration risk compared to diversified food companies that typically have a broader customer base across retail, foodservice, and industrial channels.
  • The investment in a dedicated 50,000 sq ft production facility in Peru and proprietary GentleDry Technology suggests a strategy similar to vertically integrated food companies aiming for efficiency and quality control, rather than relying solely on co-packers like many smaller brands.

Corporate Governance

Change TypeDescriptionEffective DateImpact Assessment
Internal Control DeficiencyManagement concluded that disclosure controls and procedures were not effective as of June 30, 2025.2025-06-30This indicates a material weakness in the company's ability to ensure that material information is recorded, processed, summarized, and reported accurately, potentially affecting investor confidence and regulatory compliance.

Legal Proceedings

  • A lawsuit was recently commenced by the former chief financial officer alleging wrongful termination. Management believes the outcome is not probable to result in a material adverse effect on the company's financial position, results of operations, or cash flows, but the ultimate outcome is not predictable.

Related Party Transactions

  • On July 15, 2024, the company entered into a Securities Purchase Agreement with Daniel L. Kaufman (later amended to Kaufman Kapital LLC) for a $3,400,000 Senior Secured Convertible Promissory Note and warrants.
  • On August 30, 2024, the company borrowed $1,200,000 from Kaufman Kapital pursuant to a Senior Secured Promissory Note.
  • John Dalfonsi, CFO of the company, is an affiliate of Eagle Vision Fund LP, which led a group of investors in the sale of Senior Secured Promissory Notes and Warrants to the company.
  • Eagle Vision Fund LP was paid aggregate cash fees of $177,500 for due diligence and monitoring services related to the Senior Notes.

Stakeholder Impact

  • **Shareholders**: Face significant dilution risk from ongoing ATM offerings and warrant exercises. The 'going concern' warning and increased net losses pose a substantial risk to investment value. However, strong revenue growth and improved gross margins could signal long-term potential if financial stability is achieved.
  • **Employees**: The organizational realignment and opening of the Peru facility indicate a growing operational footprint, potentially creating more job opportunities, but the company's financial instability could pose job security concerns.
  • **Customers**: The transition to in-house manufacturing is expected to improve product quality and efficiency, potentially leading to faster order fulfillment and better product offerings. High customer concentration means a few key customers have significant leverage.
  • **Suppliers**: Increased production at the Peru facility will likely lead to higher demand for raw materials (fruits and vegetables), benefiting suppliers. However, the company's financial health and reliance on advances for inventory purchases could impact supplier relationships.
  • **Creditors**: The company has significant debt, including convertible notes and secured promissory notes, with extended maturity dates. The 'going concern' warning and recurring losses increase the risk for creditors, despite assets being secured by liens.

Next Steps

  • Achieve 100% utilization of the Peru manufacturing facility to leverage fixed costs and improve operating efficiency.
  • Continue to expand product mix and bring new, innovative offerings to market.
  • Actively pursue new customers to increase revenues and reduce customer concentration.
  • Seek additional sources of capital to fund short-term operations.
  • Acquire ownership of the Peru facility either through the landlord's bankruptcy settlement process or by exercising the purchase option at the end of the lease term.
  • Negotiate with Nanuva to recover the two Enwave Rev 10 Machines and terminate the Manufacturing and Distributorship Agreement.
  • Purchase a 120kW, or greater rated power, EnWave Equipment (Third EnWave Machine) on or before December 31, 2025.
  • Enter an Equipment Purchase Agreement for a 120kW, or greater, rated power EnWave Equipment (Fourth EnWave Machine) on or before December 31, 2026.

Key Dates

DateDescription
2020-05-17Company entered into a loan agreement with the United States Small Business Administration (SBA) for an Economic Injury Disaster Loan (EIDL).
2021-02-04Company entered into a Manufacturing and Distributorship Agreement (MDA) with Nanuva, loaning $500,000.
2021-05-07Company entered into a license agreement with EnWave for GentleDry Technology.
2023-05-22Company entered into an equipment purchase agreement with EnWave for a used 100kW Rev vacuum microwave dehydration machine.
2024-01-09Company completed the sale of $400,000 of Senior Notes and Warrants to a group of investors led by Eagle Vision Fund LP.
2024-04-16Company completed the sale of $225,000 of Senior Notes and Warrants to a group of seven investors, and amended the Subscription Agreement.
2024-04-26BranchOut Food Sucursal Peru, the Peruvian wholly-owned subsidiary, was formed.
2024-05-10Company entered into a ten-year lease for the 50,000 square-foot Peru Facility and made the first payment of $275,000 toward the first mortgage position on the facility.
2024-05-22Company completed the sale of an aggregate of $1,050,000 of Senior Notes and Warrants to a group of investors led by Eagle Vision.
2024-07-15Company entered into a Securities Purchase Agreement with Daniel L. Kaufman (later amended to Kaufman Kapital LLC) for a $3.4 million Senior Secured Convertible Promissory Note and warrants.
2024-07-19Company, Mr. Kaufman, and Kaufman Kapital LLC entered into an amendment to the SPA, replacing Mr. Kaufman with Kaufman Kapital as the Investor.
2024-07-24Company issued Purchased Securities to Kaufman Kapital in consideration of the Initial Loan.
2024-07-30Company repaid an aggregate total of $115,000 of principal to three of the seven investors in settlement of their promissory notes.
2024-08-30Company borrowed $1,200,000 from Kaufman Kapital pursuant to the Secured Note.
2024-12-09Kaufman Kapital made an additional loan to the Company under the Convertible Note in the amount of $1,400,000.
2024-12-12Second EnWave Machine was purchased in full.
2024-12-31Maturity date of Senior Notes held by Eagle Vision Fund LP extended to this date (subject to further extension).
2025-02-13Company granted options to purchase 10,000 shares of common stock to a new employee.
2025-02-14Company received aggregate proceeds of $38,157 on the exercise of Representatives Warrants to purchase 39,747 shares of common stock.
2025-02-18Company entered into a First Amendment to an At-The-Market Issuance Sales Agreement (ATM Agreement) to increase the aggregate offering price to up to $5,000,000.
2025-04-11Company granted options to purchase 30,000 shares of common stock to one of its directors.
2025-04-14Company granted options to purchase an aggregate 90,000 shares of common stock to six directors.
2025-05-07Company repaid $325,000 of principal on the Secured Note from Kaufman Kapital.
2025-06-01Company and Kaufman Kapital entered into a Warrant Exercise and Amendment to Notes and Warrant Agreement, extending maturity dates of the Convertible Note and Secured Note.
2025-06-04Kaufman Kapital exercised warrants to purchase 1,000,000 shares of common stock for $1,000,000 cash.
2025-06-12Company granted options to purchase 610,000 shares of common stock to employees for services performed.
2025-06-30End of the quarterly period covered by this report. Principal repayments totaling $310,000 were made to Holders of the Senior Notes, and 135,000 warrants were exercised for $135,000 cash.
2025-07-10First refund payment from SUNAT (Peruvian tax authority) in the amount of $233,475 was received.
2025-07-29Company entered into a new At-The-Market Issuance Sales Agreement with Alexander Capital, L.P. for up to $3,000,000.
2025-08-13Date of filing of this 10-Q report. As of this date, 1,000,000 shares of common stock were issued and 777,896 shares were sold under the new ATM Agreement for aggregate gross proceeds of $1,760,489.
2025-12-31Maturity date for the Kaufman Convertible Note (extended from original) and the Secured Note (extended from original).
2026-01-31Next $12,000 minimum contractual annual payment due from Nanuva.
2026-12-31Extended expiration date of the $1.50 Warrant and extended maturity date of the Convertible Note.
2028-05-31Expiration date of the finance lease for production equipment.
2050-05-17Due date for all remaining principal and accrued interest on the EIDL Note.

Recommendation

sell

Despite impressive revenue growth and improved gross margins from insourcing, the company faces severe financial challenges, including a significant increase in net loss, substantial cash burn from operations, and an explicit 'going concern' warning. The ineffective disclosure controls further undermine confidence. While management is actively raising capital, the current financial instability and high customer concentration present substantial risks that outweigh the operational improvements, making it a high-risk investment. A seasoned investor would likely consider selling to mitigate exposure to these significant uncertainties.

Keywords

Plant-based snacks, Dehydrated fruits, Dehydrated vegetables, SEC filing, Quarterly report, Financial results, Manufacturing, Peru facility, GentleDry Technology, Going concern, Capital raise, Convertible notes, Warrants, ATM offering, Food industry, Consumer goods

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