UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT
REPORT PURSUANT
TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): March 31, 2022
| SPLASH BEVERAGE GROUP, INC. |
| (Exact Name of Registrant as Specified in Its Charter) |
| Nevada |
| (State or Other Jurisdiction of Incorporation) |
| 001-40471 | 34-1720075 | |
| (Commission File Number) | (IRS Employer Identification No.) |
| 1314
East Las Olas Blvd, Suite 221 Fort Lauderdale, Florida 33301 |
||
| (Address of Principal Executive Offices) | ||
| (954) 745-5815 | ||
(Registrant’s Telephone Number, Including Area Code)
Not Applicable | ||
| (Former Name or Former Address, if Changed Since Last Report) | ||
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name
of each exchange on which registered | ||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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. ☐
Item 2.02 Results of Operations and Financial Condition.
On March 31, 2022, Splash Beverage Group, Inc. (the “Company”) issued a press release announcing certain financial results for the fourth quarter and full year period ended December 31, 2021. A copy of the press release is attached as exhibit 99.1.
The information in this Current Report, including the exhibits hereto, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section or Sections 11 and 12(a)(2) of the Securities Act of 1933, as amended. The information contained in this Item 2.02 and in the accompanying Exhibit 99.1 shall not be incorporated by reference into any registration statement or other document filed by the Company with the Securities and Exchange Commission, whether made before or after the date of this Current Report, regardless of any general incorporation language in such filing, except as shall be expressly set forth by specific reference in such filing.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits.
| Exhibit Number |
Description | |
| 99.1 | Press Release dated March 31, 2022 |
2
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 hereunto duly authorized.
Date: April 1, 2022
| SPLASH BEVERAGE GROUP, INC. | |
| /s/ Robert Nistico | |
| Robert Nistico Chief Executive Officer |
3
EXHIBIT 99.1
Splash Beverage Group Reports 2021 Fourth Quarter and Full Year Financial Results
Fort Lauderdale, Florida, March 31, 2022 -- Splash Beverage Group, Inc. (NYSE American: SBEV) (“Splash” or the “Company”), a portfolio company of leading beverage brands, today reported financial results for the fourth quarter and full year period ended December 31, 2021. Investors are encouraged to read the Company’s annual report on Form 10-K which was filed with the Securities and Exchange Commissions (the “SEC”), contains additional information, and is posted at https://splashbeveragegroup.com/.
Fourth Quarter and Full Year Financial Performance
| ● | Revenues for the fourth quarter were $3.06 million compared to $1.08 million in the prior year period, an increase of 183%. Full year revenues were $11.3 million compared to $2.3 million in the prior year period, an increase of 391%. The increase in revenue were primarily due to increases in sales from each of the company’s beverage divisions. | |
| ● | Gross margin for the fourth quarter was $339K compared to $110K in the prior year period. Full year gross margin was $2.6 million compared to $364,000 in the prior year period. | |
| ● | Fourth quarter profit (net loss) was $5.8M compared to $13.2M in the prior year period. Net loss in both periods was primarily due to expenses relating to non-cash warrants and share-based compensation. Cash Profit (net loss) was $728K compared to $5.2M in the prior period. | |
| ● | As of December 31, 2021, the company had total cash and cash equivalents of $4.1 million, compared with $380,000 at December 31, 2020. |
“Our 2021 full year results include all the impact of costs incurred during the process of becoming a public company,” Robert Nistico, CEO of Splash commented, “including significant non-cash charges like stock-based compensation. We finished the year with more than $4 million in cash and less than $1 million of long-term liabilities. And, I’d like to note that our $8.0 million equity raise conducted in Q1 2022 further strengthened the healthy balance sheet that Splash achieved as we closed the 2021 fiscal year.”
Mr. Nistico added “2021 was a very important year of execution for Splash Beverage Group, and as a result we are a significantly stronger and experiencing rapid growth. On June 11, 2021, Splash completed a $15 million (gross proceeds) public offering and uplisted our shares (SBEV) onto the NYSE American. That transaction provided us with funding which we used to execute our business plan over the balance of 2021 and beyond. Over the course of the second half of 2021, we announced new or expanded distribution agreements with 4 major beverage distributors leading up to the transformative agreement we secured in November with InBev’s AB ONE, owner of Budweiser, to distribute TapouT, Copa di Vino and Pulpoloco. We believe that announcement created the foundation to open the door to more than 13 additional distribution agreements and key retail authorizations such as Walmart. We are now activating those agreements and securing merchandising support and shelf placement for our brands in 31 states. All 13 of these agreements took effect in the new year so we expect the impact from these agreements to be felt as 2022 progresses, especially on TapouT sales.
“During the last two years dealing with COVID, we continued to organize distribution and manage the long sales cycles of national and regional retail chains. This has allowed us to begin to execute as we now have a distribution platform in place. With the launch of TapouT, we expect its revenue contribution to increase.”
About Splash Beverage Group, Inc.
Splash Beverage Group, an innovator in the beverage industry, owns a growing portfolio of alcoholic and non-alcoholic beverage brands including Copa di Vino wine by the glass, SALT flavored tequilas, Pulpoloco sangria, and TapouT performance hydration and recovery drink. Splash’s strategy is to rapidly develop early-stage brands already in its portfolio as well as acquire and then accelerate brands that have high visibility or are innovators in their categories. Led by a management team that has built and managed some of the top brands in the beverage industry and led sales from product launch into the billions, Splash is rapidly expanding its brand portfolio and global distribution.
For more information visit:
www.SplashBeverageGroup.com
www.copadivino.com
www.drinksalttequila.com
www.pulpo-loco.com
www.tapoutdrinks.com
Forward-Looking Statement
This press release includes “forward-looking statements” within the meaning of U.S. federal securities laws. Words such as “expect,” “estimate,” “project,” “budget,” “forecast,” “anticipate,” “intend,” “plan,” “may,” “will,” “could,” “should,” “believes,” “predicts,” “potential,” “continue” and similar expressions are intended to identify such forward-looking statements. These forward-looking statements involve significant risks and uncertainties that could cause the actual results to differ materially from the expected results and, consequently, you should not rely on these forward-looking statements as predictions of future events. These forward-looking statements and factors that may cause such differences include, without limitation, the risks disclosed in the Company’s Annual Report on Form 10-K filed with the SEC on March 31, 2022, and in the Company’s other filings with the SEC. Readers are cautioned not to place undue reliance upon any forward-looking statements, which speak only as of the date made. Except as required by law, the Company disclaims any obligation to update or publicly announce any revisions to any of the forward-looking statements contained in this press release.
Contact Information:
Splash Beverage Group
Info@SplashBeverageGroup.com
954-745-5815
Consolidated Balance Sheets
| December 31, 2021 | December 31, 2020 | |||||||
| Assets | ||||||||
| Current assets: | ||||||||
| Cash and cash equivalents | $ | 4,181,383 | $ | 380,000 | ||||
| Accounts Receivable, net | 1,114,452 | 484,858 | ||||||
| Prepaid Expenses | 607,178 | 173,414 | ||||||
| Inventory | 1,923,479 | 798,273 | ||||||
| Other receivables | 41,939 | 90,919 | ||||||
| Assets from discontinued operations | 473,461 | 316,572 | ||||||
| Total current assets | 8,341,892 | 2,244,036 | ||||||
| Non-current assets: | ||||||||
| Deposit | $ | 330,886 | $ | 77,686 | ||||
| Goodwill and Intangibles | 5,672,823 | 5,672,823 | ||||||
| Investment in Salt Tequila USA, LLC | 250,000 | 250,000 | ||||||
| Right of use asset, net | 1,031,472 | 80,479 | ||||||
| Quart Vin License | 188,512 | 219,512 | ||||||
| Property and equipment, net | 569,785 | 681,352 | ||||||
| Total non-current assets | 8,043,478 | 6,981,852 | ||||||
| Total assets | $ | 16,385,370 | $ | 9,225,888 | ||||
| Liabilities and Stockholders’ Equity (Deficit) | ||||||||
| Liabilities: | ||||||||
| Current liabilities | ||||||||
| Accounts payable and accrued expenses | $ | 1,913,459 | $ | 1,521,818 | ||||
| Right of use liability - current | 294,067 | 57,478 | ||||||
| Due to related parties | — | 368,904 | ||||||
| Related party notes payable | 653,081 | 1,333,333 | ||||||
| Convertible Loan Payable | — | 100,000 | ||||||
| Notes payable, current portion | 2,967,812 | 999,736 | ||||||
| Shareholder advances | 390,500 | — | ||||||
| Accrued interest payable | 171,452 | 442,748 | ||||||
| Liabilities from discontinued operations | 389,086 | 591,642 | ||||||
| Total current liabilities | 6,779,457 | 5,415,659 | ||||||
| Long-term Liabilities: | ||||||||
| Related party notes payable - noncurrent | — | 666,667 | ||||||
| Notes payable - noncurrent | — | 1,240,044 | ||||||
| Liability to issue shares in APA | — | 1,980,000 | ||||||
| Right of use liability - noncurrent | 732,686 | 25,521 | ||||||
| Total long-term liabilities | 732,686 | 3,912,232 | ||||||
| Total liabilities | 7,512,143 | 9,327,891 | ||||||
| Common stock, (mezzanine shares) 12,605,283 shares, contingently convertible to notes payable at December 31, 2020 | — | 9,248,720 | ||||||
| Stockholders’ equity (deficit): | ||||||||
| Common Stock, $0.001 par, 150,000,000 shares authorized, 33,596,234 and 21,157,043 shares issued 33,596,234 and 21,157,043 outstanding, at September 30, 2021 and December 31, 2020, respectively | 33,596 | 21,157 | ||||||
| Additional paid in capital | 99,480,188 | 52,217,855 | ||||||
| Accumulated deficit | (90,640,557 | ) | (61,589,735 | ) | ||||
| Total deficiency in stockholders’ equity | 8,873,227 | (9,350,723 | ) | |||||
| Total liabilities, mezzanine shares and deficiency in stockholders’ equity | $ | 16,385,370 | $ | 9,225,888 | ||||
Splash Beverage Group
Consolidated Statements of Operations
| 2021 | 2020 | |||||||
| Net revenues | $ | 11,316,002 | $ | 2,300,126 | ||||
| Cost of goods sold | (8,734,413 | ) | (1,936,533 | ) | ||||
| Gross margin | 2,581,589 | 363,593 | ||||||
| Operating expenses: | ||||||||
| Contracted services | 1,584,830 | 5,606,335 | ||||||
| Salary and wages | 3,807,492 | 1,613,862 | ||||||
| Salary and wages - non-cash share-based compensation | 5,572,680 | 6,311,747 | ||||||
| Other general and administrative | 7,088,874 | 2,063,985 | ||||||
| Other general and administrative - non-cash share-based compensation | 12,822,808 | 2,282,851 | ||||||
| Sales and marketing | 787,827 | 146,579 | ||||||
| Total operating expenses | 31,664,511 | 18,025,359 | ||||||
| Loss from continuing operations | (29,082,922 | ) | (17,661,766 | ) | ||||
| Other income/(expense): | ||||||||
| Other Income | 3,632 | 17,786 | ||||||
| Interest income | 643 | 8 | ||||||
| Interest expense | (442,807 | ) | (1,980,871 | ) | ||||
| Gain from debt extinguishment | 176,082 | 36,610 | ||||||
| Total other expense | (262,450 | ) | (1,926,467 | ) | ||||
| Provision for income taxes | — | — | ||||||
| Net loss from continuing operations, net of tax | (29,345,372 | ) | (19,588,233 | ) | ||||
| Net income(loss) from discontinued operations, net of tax | 294,550 | (9,086,323 | ) | |||||
| Net loss | $ | (29,050,822 | ) | $ | (28,674,556 | ) | ||
| Loss per share - continuing operations | ||||||||
| Basic | (1.02 | ) | (1.06 | ) | ||||
| Diluted | (1.02 | ) | (1.06 | ) | ||||
| Weighted average number of common shares outstanding - continuing operations | ||||||||
| Basic | 28,900,292 | 18,538,425 | ||||||
| Diluted | 28,900,292 | 18,538,425 | ||||||
| Income(loss) per share - discontinued operations | ||||||||
| Basic | 0.01 | (0.49 | ) | |||||
| Diluted | 0.01 | (0.49 | ) | |||||
| Weighted average number of common shares outstanding - discontinued operations | ||||||||
| Basic | 28,900,292 | 18,538,425 | ||||||
| Diluted | 31,922,743 | 18,538,425 | ||||||