Item 2. Management’s Discussion and Analysis
ITEM 2. MANAGEMENT’S
DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Cautionary Statement Regarding Forward-Looking
Statements
The information in this
discussion may contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section
21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements involve risks and uncertainties, including statements
regarding our capital needs, business strategy and expectations. Any statements that are not of historical fact may be deemed to be forward-looking
statements. These forward-looking statements involve substantial risks and uncertainties. In some cases you can identify forward-looking
statements by terminology such as “may,” “will,” “should,” “expect,” “plan,”
“intend,” “anticipate,” “believe,” “estimate,” “predict,” “potential,”
or “continue”, the negative of the terms or other comparable terminology. Actual events or results may differ materially from
the anticipated results or other expectations expressed in the forward-looking statements. In evaluating these statements, you should
consider various factors, including the risks included from time to time in other reports or registration statements filed with the United
States Securities and Exchange Commission. These factors may cause our actual results to differ materially from any forward-looking statements.
The Company disclaim any obligation to publicly update these statements or disclose any difference between actual results and those reflected
in these statements.
Unless the context otherwise
requires, references in this Form 10-Q to “we,” “us,” “our,” or the “Company” refer to
Splash Beverage Group and its subsidiaries.
The following discussion and analysis should be read
in conjunction with the Condensed Financial Statements (unaudited) and Notes to Condensed Financial Statements (unaudited) filed herewith.
Business Overview
Splash Beverage Group, Inc. (the “Company”,
“Splash”) seeks to identify, acquire, and build early stage or under-valued beverage brands that have strong growth potential
within its distribution system. Splash’s distribution system is comprehensive in the US and is now expanding to select attractive
international markets. Through its division Qplash, Splash’s distribution reach includes e-commerce access to both business-to-business
(B2B) and business-to-consumer (B2C) customers. Qplash markets well known beverage brands to customers throughout the US that prefer delivery
direct to their office, facilities; and or homes.
Results of Operations
for the Three Months Ended March 31, 2025 compared to Three Months Ended March 31, 2024.
Revenue
Revenues for the three months ended March 31, 2025
were approximately $0.4 million compared to revenues of approximately $1.5 million for the three months ended March 31, 2024. The $1.1
million decrease in sales is due to a decrease in our beverage sales of $0.8 million. Our revenues from our vertically integrated B2B
and B2C e-commerce distribution platform called Qplash decreased approximately $0.3 million due to low inventory. Total sales declined
due to limited liquidity to procure inventory to drive third-party sales.
Cost of Goods Sold
Cost of goods sold for the three months ended March
31, 2025 were $0.5 million compared to cost of goods sold for the three months ended March 31, 2024 of approximately $1.4 million. The
$0.9 million decrease in cost of goods sold for the three-month period ended March 31, 2025 is primarily due to our decreased sales.
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Operating Expenses
Operating expenses for the three months ended March
31, 2025 were $2.0 million compared to $3.4 million for the three months ended March 31, 2024 a decrease of $1.4 million. The decrease
in our operating expenses was primarily due to non-cash expenses, new staff, benefit cost, freight cost and Amazon selling fees. The net
loss for the three months ended March 31, 2025 was $3.5 million as compared to a net loss of approximately $4.7 million for the three
months ended March 31, 2024. The decrease in net loss is due to lower operating expenses.
During the quarter ended March 31, 2025, the Company
did not meet its payroll obligations for the months of February and March. As a result, employees were not paid for services rendered
during that period. The unpaid wages have been fully accrued as liabilities in the accompanying financial statements.
Net Other Income and Expense
Interest expenses for the three months ended March
31, 2025 was $0.6 million compared to $0.5 million for the three months ended March 31, 2024. The $0.1 million increase in interest expense
is due to new loans with a principal of $9.0 million.
Other income was $0 and $0.1 million for the three
months ended March 31, 2025 and March 31, 2024 respectively.
Amortization of debt discount for the three months
ended March 31, 2025 was approximately $1.0 million compared to $0.9 million for three months ended March 31, 2024.
LIQUIDITY, GOING CONCERN CONSIDERATIONS AND CAPITAL
RESOURCES
Liquidity is the ability of a company to generate
funds to support its current and future operations, satisfy its obligations, and otherwise operate on an ongoing basis. Significant factors
in the management of liquidity are funds generated by operations, levels of accounts receivable and accounts payable and capital expenditures.
As of March 31, 2025, the Company had total cash and
cash equivalents of $0 as compared with $15,346 at December 31, 2024.
Net cash used for operating activities during the
three months ended March 31, 2025 was $0.7 million as compared to the net cash used by operating activities for the three months ended
March 31, 2024 of $1.3 million. The primary reasons for the change in net cash used are decreases in inventory, accrued expenses and accounts
receivable partially offset by increases in account payable.
For the period ending March 31, 2025 and March 31,
2024, there were no capital asset transactions.
Net cash provided by financing activities during the
three months ended March 31, 2025 was $0.8 million compared to $1.0 million provided from financing activities for the three months ended
March 31, 2024. During the three months ended March 31, 2025, the Company received $0.9 million for convertible note, which was offset
by repayments to debt holders of $0.1 million.
CONTRACTUAL OBLIGATIONS
Minimum Royalty Payments:
None
Inventory Purchase Commitments :
None.
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Off-Balance Sheet Arrangements
The Company do not have any off-balance sheet arrangements
(as that term is defined in Item 303 of Regulation S-K) that are reasonably likely to have a current or future material effect on our
financial condition, revenue or expenses, results of operations, liquidity, capital expenditures or capital resources.
Critical Accounting Estimates
The preparation of our consolidated
financial statements in conformity with accounting principles generally accepted in the United States of America requires management to
make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, and expenses, as well as the disclosure
of contingent assets and liabilities. Management bases its estimates on historical experience and on various other assumptions that are
believed to be reasonable under the circumstances. Actual results could differ from those estimates.
Revenue
The Company
faces significant judgment in revenue recognition due to the complexities of the beverage industry’s competitive landscape and diverse
distribution channels. Determining the timing of revenue recognition involves assessing factors such as control transfer, returns, allowances,
trade promotions, and distributor sell-through data. Historical analysis, market trends assessment, and contractual term evaluations inform
revenue recognition judgments. However, inherent uncertainties persist, underscoring the critical nature of revenue recognition as it
significantly impacts financial statements and performance evaluation.
Allowance for Doubtful Accounts
The allowance for doubtful
accounts is established based on historical experience, current economic conditions, and specific customer collection issues. Management
evaluates the collectability of accounts receivable on an ongoing basis and adjusts the allowance as necessary. Changes in economic conditions
or customer creditworthiness could result in adjustments to the allowance for doubtful accounts, impacting our reported financial results.
Inventory Valuation
We value inventory at the
lower of cost or net realizable value. Estimating the net realizable value of inventory involves significant judgment, particularly when
market conditions change rapidly or when excess or obsolete inventory exists. Management regularly assesses inventory quantities on hand,
future demand forecasts, and market conditions to determine whether write-downs to inventory are necessary.
Fair Value Measurements
We measure certain financial assets and liabilities at fair value on a
recurring basis. Fair value measurements involve significant judgment and estimation, particularly when observable inputs are limited
or not available. Management utilizes valuation techniques such as discounted cash flow models, market comparable, and third-party appraisals
to determine fair values.
ITEM 3. QUANTITATIVE AND
QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Not required for Smaller
Reporting Companies.
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.