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Date of report (Date of earliest event reported): March 31, 2022 


(Exact Name of Registrant as Specified in Its Charter)
(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
Common Stock, Par Value of $0.001 per share   SBEV   NYSE American LLC
Warrants to purchase one whole share of common stock at an exercise price of $4.60   SBEV   NYSE American LLC


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.


99.1   Press Release dated March 31, 2022







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

  /s/ Robert Nistico
  Robert Nistico
Chief Executive Officer









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:



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






Consolidated Balance Sheets


   December 31, 2021  December 31, 2020
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)
 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