8-K
SPLASH BEVERAGE GROUP, INC. (SBEV)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT PURSUANTTO SECTION 13 OR 15(D) OF THESECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported):
November 15, 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<br><br>Fort Lauderdale, Florida 33301 | |
| --- | --- |
| (Address of Principal Executive Offices) | |
| (954) 745-5815 | |
| (Registrant’s Telephone Number, Including Area Code) | |
| (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<br><br>which registered |
|---|---|---|
| Common<br> Stock, $0.001 par value per share | SBEV | NYSE American LLC |
| Warrants to purchase shares of common stock | SBEV-WT | 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 FinancialCondition.
On November 15, 2022 Splash Beverage Group, Inc. (the “Company”) issued a press release announcing certain financial results for the quarter ended September 30, 2022. 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 FinancialStatements and Exhibits
(d) Exhibits.
| Exhibit<br><br>Number | Description |
|---|---|
| 99.1 | Press Release dated November 15, 2022 |
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: November 17, 2022
| SPLASH BEVERAGE GROUP, INC. |
|---|
| /s/ Ronald Wall |
| Ronald Wall<br> Chief Financial Officer |
EXHIBIT 99.1
Splash Beverage Group Reports Third Quarter 2022Financial Results
Revenues Increase 73% with $5.1 Million in GrossSales
Fort Lauderdale, Florida, November 16, 2022 – On November 15, 2022, Splash Beverage Group, Inc. (NYSE American: SBEV) ("Splash" or the "Company"), a portfolio company of leading beverage brands, issued a press release announcing financial results for the third quarter period ended September 30, 2022. The purpose of this press release is to correct the references to the second quarter period ending June 30, 2022 made in the previous press release. Investors are encouraged to read the Company’s quarterly report on Form 10-Q which was filed with the Securities and Exchange Commissions (the “SEC”), contains additional information, and is posted at https://splashbeveragegroup.com/.
Third Quarter Financial Performance
| · | Gross sales for the third quarter were $5.1 million compared<br>to $2.9 million in the prior year period, an increase of 73% over the prior year period. The increase in revenue were primarily due to<br>increased sales from e-commerce as well as increased sales through a number of retail authorizations. On a nine-month basis, revenues<br>increased to $14.0 million from $8.6 million in the prior year period, a 64% increase. |
|---|---|
| · | Company reported nine new or expanded distribution/sales<br>agreements with distributors or retailers. |
| · | Gross profit in the third quarter increased 40% to $1.1<br>million vs. $0.8 million in the prior year period, and in the nine-month period to $2.6 million from $2.2 million in the prior year, an<br>18% increase. |
| · | Third quarter net loss from continued operations narrowed<br>to $5.1 million compared to a loss of $12.1 million in the prior year period. For the nine-month period, the net loss narrowed to $16.6<br>million from $22.9 million in the prior year period. The decrease in net loss is due primarily to an increase in revenues as well as lower<br>operating expenses and non-cash items. |
| · | As of September 30, 2022, the company had total cash and<br>cash equivalents of $2.6 million, compared with $4.1 million at December 31, 2021. |
| · | The company is currently evaluating various credit facility<br>offers in hand to augment inventory needs as the company grows and has more traditional lending opportunities. |
Robert Nistico, Splash Beverage Group’s Chairman and CEO, commented, “We continue to execute our business strategy, and our third quarter results reflect those efforts. Distribution is key to the beverage industry for success. We continue to focus expanding our distribution network with (9) nine new distribution/sales agreements with distributors and retailers this quarter alone.
Inventory build is a vital component of growth as we add more retail and distribution partners. We’ve accessed the capital markets to help fund this growth, and as mentioned above, we intend to activate various traditional credit facilities that are on the table as we speak. We will keep a close eye on expenses, evidenced by our reduced operating expenses this quarter as we work towards a revenue neutral/positive position. We are opportunistic, with good reason regarding our ability to further our expansion of distribution and retail support, which ultimately builds revenue and profitability.”
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
| Condensed Consolidated Statements of OperationsFor the Three and Nine Months Ended September 30, 2022 and September 30, 2021(Unaudited) | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Three months ended September 30, | Nine months ended September 30, | |||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| 2022 | 2021 | 2022 | 2021 | |||||||||
| Gross sales | $ | 5,104,397 | $ | 2,950,187 | $ | 14,037,453 | $ | 8,573,945 | ||||
| Customer discount | (233,990 | ) | (122,794 | ) | (741,532 | ) | (319,867 | ) | ||||
| Net revenues | 4,870,407 | 2,827,393 | 13,295,921 | 8,254,078 | ||||||||
| Cost of goods sold | (3,719,360 | ) | (2,007,544 | ) | (10,639,716 | ) | (6,011,755 | ) | ||||
| Gross profit | 1,151,047 | 819,849 | 2,656,205 | 2,242,323 | ||||||||
| Operating expenses: | ||||||||||||
| Contracted services | 438,004 | 354,355 | 1,196,852 | 821,471 | ||||||||
| Salary and wages | 1,262,935 | 1,246,253 | 3,180,198 | 2,892,818 | ||||||||
| Non-cash share based compensation | 1,697,201 | 8,828,097 | 7,039,695 | 13,226,061 | ||||||||
| Other general and administrative | 2,116,824 | 2,214,274 | 5,945,023 | 7,767,241 | ||||||||
| Sales and marketing | 746,965 | 249,100 | 1,918,420 | 465,705 | ||||||||
| Total operating expenses | 6,261,929 | 12,892,079 | 19,280,188 | 25,173,296 | ||||||||
| Loss from continuing operations | (5,110,882 | ) | (12,072,230 | ) | (16,623,983 | ) | (22,930,973 | ) | ||||
| Other income/(expense): | ||||||||||||
| Other Income | — | 3,632 | — | 3,632 | ||||||||
| Interest income | 158 | 527 | 2,867 | 642 | ||||||||
| Interest expense | (66,193 | ) | (100,128 | ) | (225,543 | ) | (341,715 | ) | ||||
| Gain from debt extinguishment | — | (1,695 | ) | — | 95,701 | |||||||
| Total other income/(expense) | (66,035 | ) | (97,664 | ) | (222,676 | ) | (241,740 | ) | ||||
| Provision for income taxes | — | — | — | — | ||||||||
| Net loss from continuing operations, net of tax | (5,176,917 | ) | (12,169,894 | ) | (16,846,659 | ) | (23,172,713 | ) | ||||
| Net income (loss) from discontinued operations, net of tax | — | (22,077 | ) | (199,154 | ) | 218,410 | ||||||
| Gain on sale of discontinued operations | 33,116 | — | 148,747 | — | ||||||||
| Income (loss) from discontinued operations, net of tax | 33,116 | (22,077 | ) | (50,407 | ) | 218,410 | ||||||
| Net loss | $ | (5,143,801 | ) | $ | (12,191,971 | ) | $ | (16,897,065 | ) | $ | (22,954,303 | ) |
| Loss per share - continuing operations | ||||||||||||
| Basic and dilutive | $ | (0.14 | ) | $ | (0.40 | ) | $ | (0.46 | ) | $ | (0.83 | ) |
| Weighted average number of common shares outstanding - continuing operations | ||||||||||||
| Basic | 37,364,031 | 30,515,251 | 36,417,222 | 27,512,776 | ||||||||
| Income(loss) per share - discontinued operations | ||||||||||||
| Basic | $ | 0.00 | $ | 0.00 | $ | 0.00 | $ | 0.01 | ||||
| Dilutive | $ | 0.00 | $ | 0.00 | $ | 0.00 | $ | 0.01 | ||||
| Weighted average number of common shares outstanding - discontinued operations | ||||||||||||
| Basic | 37,364,031 | 30,515,251 | 36,417,222 | 27,512,776 | ||||||||
| Dilutive | 38,861,544 | 30,515,251 | 36,417,222 | 30,809,267 | ||||||||
| Splash Beverage Group, Inc.Condensed Consolidated Balance SheetsSeptember 30, 2022 and December 31, 2021(Unaudited) | ||||||||||||
| --- | ||||||||||||
| Assets | ||||||||||||
| --- | --- | --- | --- | --- | --- | |||||||
| December 31, 2021 | ||||||||||||
| Current assets: | ||||||||||||
| Cash and cash equivalents | 2,601,270 | $ | 4,181,383 | |||||||||
| Accounts Receivable, net | 1,478,613 | 1,114,452 | ||||||||||
| Prepaid Expenses | 586,092 | 607,178 | ||||||||||
| Inventory, net | 3,584,331 | 1,923,479 | ||||||||||
| Other receivables | 461,353 | 41,939 | ||||||||||
| Assets from discontinued operations | — | 473,461 | ||||||||||
| Total current assets | 8,711,659 | 8,341,892 | ||||||||||
| Non-current assets: | ||||||||||||
| Deposit | 49,251 | $ | 330,886 | |||||||||
| Goodwill | 256,823 | 256,823 | ||||||||||
| Other intangible assets, net | 5,310,461 | 5,604,512 | ||||||||||
| Investment in Salt Tequila USA, LLC | 250,000 | 250,000 | ||||||||||
| Right of use asset | 828,066 | 1,031,472 | ||||||||||
| Property and equipment, net | 556,936 | 569,785 | ||||||||||
| Total non-current assets | 7,251,537 | 8,043,478 | ||||||||||
| Total assets | 15,963,196 | $ | 16,385,370 | |||||||||
| Liabilities and Stockholders’ Equity (Deficit) | ||||||||||||
| Liabilities: | ||||||||||||
| Current liabilities | ||||||||||||
| Accounts payable and accrued expenses | 2,088,180 | $ | 1,913,459 | |||||||||
| Right of use liability - current | 290,789 | 294,067 | ||||||||||
| Due to related parties | 75,000 | — | ||||||||||
| Related party notes payable | — | 653,081 | ||||||||||
| Notes payable, current portion | 1,386,605 | 2,967,812 | ||||||||||
| Liability to issue shares | 1,160,950 | — | ||||||||||
| Shareholder advances | — | 390,500 | ||||||||||
| Accrued interest payable | 183,553 | 171,452 | ||||||||||
| Liabilities from discontinued operations | — | 389,086 | ||||||||||
| Total current liabilities | 5,185,077 | 6,779,457 | ||||||||||
| Long-term Liabilities: | ||||||||||||
| Notes payable - noncurrent | 248,428 | — | ||||||||||
| Right of use liability - noncurrent | 537,447 | 732,686 | ||||||||||
| Total long-term liabilities | 785,875 | 732,686 | ||||||||||
| Total liabilities | 5,970,952 | 7,512,143 | ||||||||||
| Stockholders’ equity: | ||||||||||||
| Common Stock, 0.001 par, 150,000,000 shares authorized, 39,650,787 and 33,596,232 shares issued 39,650,787 and 33,596,232 outstanding, at September 30, 2022 and December 31, 2021, respectively | 39,651 | 33,596 | ||||||||||
| Additional paid in capital | 117,487,992 | 99,480,188 | ||||||||||
| Accumulated Comprehensive Income - Translation | 2,225 | — | ||||||||||
| Accumulated deficit | (107,537,624 | ) | (90,640,557 | ) | ||||||||
| Total stockholders’ equity | 9,992,244 | 8,873,227 | ||||||||||
| Total liabilities and stockholders’ equity | 15,963,196 | $ | 16,385,370 |
All values are in US Dollars.