ST. CHARLES, Ill., March 29 /PRNewswire-FirstCall/ -- Universal Food and Beverage Company (BULLETIN BOARD: UFBV) . The Company announced today results for the year ended December 31, 2005. The Company reported a net loss of $5,643,319, or $.19 per diluted share, on sales of $1,259,525. For the period from July 19, 2004 (inception) to December 31, 2004, the Company had a net loss of $3,379,925, or $.17 per diluted share, on sales of $78,907. During the fourth quarter of 2005, the Company issued registered stock to certain consultants, and took a non-cash charge of $706,187.
Duane Martin, Chairman and CEO of Universal stated, "We are in the early stage of operations. We intend to significantly expand our manufacturing capacities, broaden our marketing presence through the deployment of an internal sales force and broker network and build the required infrastructure to support these activities. As described below, we raised a significant amount of capital in February 2006 and made an important acquisition. We are excited about our prospects and are looking forward to the remainder of 2006 and beyond."
Recent Developments:
On February 17 2006, the Company sold $20,204,000 in Series A Convertible Preferred Stock and related warrants to accredited investors in accordance with Regulation D under the Securities Act of 1933, as amended. Under the terms of the financing, Universal issued an aggregate of 20,240 shares of Preferred Stock at a purchase price of $1,000 per share, and Warrants to purchase 20,240,000 shares of common stock. The Preferred Stock will pay dividends quarterly at a rate of 5% per annum, payable in cash or common stock, at Universal's option subject to certain conditions, and will be convertible into common stock at a conversion price of $0.50 per share. The Warrants will expire in 2011 and are exercisable at a per share price of $0.70.
Mr. Martin said: "The financing indicates members of the financial community believe in our management team and understand our vision for a total solutions company. The financing provides us with resources we need to grow and compete in the global beverage market."
Also on February 17, 2006, the Company purchased a fully operational aseptic bottling, packaging, and distribution facility located in Savannah, Georgia from California Natural Products (CNP) for $9 million. The Savannah production facility is approximately 120,000 square feet, is located on a 14 acre site and has 7 aseptic lines and 4 processing systems. The assets acquired also include intellectual property, contract rights, business records, inventory, and other personal property items.
Mr. Martin added, "With this acquisition, Universal is now strategically positioned to produce shelf-stable milks, soy, rice, teas, and high protein/ diet drinks, as well as other 'low acid' beverages as demand for these products continues to grow significantly. We now have the capability to offer a total solution, including formula development, package design, marketing, production, distribution and logistics to beverage companies wishing to provide everything from water, cold-fill and hot-fill drinks, to low acid FDA approved aseptic products. This broadens our market significantly and translates into a competitive advantage for Universal. It also adds a dedicated and knowledgeable workforce to our existing team."
About Universal Food and Beverage Company
Established in July 2004, Universal Food and Beverage ("Universal" or the "Company") is a manufacturer of co-packed, private label and branded beverage products. Universal is led by Duane Martin, former president of IGA, the world's largest network of retail grocery stores. In addition, Universal offers turnkey solutions including the development, manufacturing and distribution of a wide variety of beverage products across several different processes for co-packer and private label customers.
Forward-Looking Information
This press release contains forward-looking statements within the meaning of the federal securities laws. You can identify these statements by forward-looking words such as "may," "will," "expect," "anticipate," "believe," "estimate," "plan" and "continue" or similar words. The Company has based these statements on its current expectations about future events. Although it believes that its expectations reflected in or suggested by its forward-looking statements are reasonable, actual results may differ materially from what it currently expects. Important factors which could cause our actual results to differ materially from the forward-looking statements in this press release are described in the Company's Form 10K-SB under "Risk Factors" and include the need for additional financing; acceptance of its products in the marketplace; changes in the non-alcoholic beverages business environment, including actions of competitors and changes in consumer preferences; adverse weather conditions; its ability to finance expansion plans and general operating activities; regulatory and legal changes; the effectiveness of its advertising and marketing programs; fluctuations in the cost and availability of raw materials; dependence upon third-party vendors; dependence on key customers; integration of acquisitions; ability to sustain and manage growth; and changes in economic and political conditions. You should not place undue reliance on forward-looking statements, which speak only as of the date they are made. The Company undertakes no obligation to publicly update or revise any forward-looking statements.
(Two tables to follow)
UNIVERSAL FOOD & BEVERAGE COMPANY
Consolidated Balance Sheets
December 31, 2005 and 2004
December 31, December 31,
2005 2004
ASSETS
CURRENT ASSETS
Cash $1,562,938 $243,161
Trade and other receivables, net 32,325 4,093
Inventories 622,603 161,294
Prepaid expenses and other assets 1,868,098 7,821
Total Current Assets 4,085,964 416,369
PROPERTY, PLANT AND EQUIPMENT- NET 7,713,024 1,274,470
OTHER ASSETS
Deposits and sundry 55,979 476,336
Intangibles and water rights, net 1,928,723 --
Total Other Assets 1,984,702 476,336
Total Assets $13,783,690 $2,167,175
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Short-term debt, net of $3,000,000 of
original issue discount
at December 31, 2005 $2,091,906 $62,769
Current portion of long-term debt 52,993 --
Accounts payable 788,769 109,426
Accrued expenses 1,157,267 490,308
Deferred revenue 71,362 61,001
Advances from officers 449,000 --
Total Current Liabilities 4,611,297 723,504
LONG-TERM LIABILITIES
Long-term debt, less current portion 2,408,865 --
Other long-term liabilities 375,000 --
Total Long-Term Liabilities 2,783,865 --
Total Liabilities 7,395,162 723,504
Commitments and Contingencies
STOCKHOLDERS' EQUITY
Common stock, $.01 par value; authorized
100,000,000; issued and outstanding
33,339,686 and 23,137,677 as of
December 31, 2005 and December 31, 2004,
respectively 333,397 23,138
Paid in capital 15,078,375 4,860,458
Accumulated deficit (9,023,244) (3,379,925)
Note receivable - stockholder -- (60,000)
Total Stockholders' Equity 6,388,528 1,443,671
Total Liabilities and Stockholders' Equity $13,783,690 $2,167,175
UNIVERSAL FOOD & BEVERAGE COMPANY AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF OPERATIONS
YEAR ENDED DECEMBER 31, 2005 AND PERIOD FROM JULY 19, 2004
(INCEPTION) THROUGH DECEMBER 31, 2004
2005 2004
Net sales $1,259,525 $78,907
Cost of goods sold 2,866,657 373,330
Gross deficit (1,607,132) (294,423)
Expenses
Selling expenses 209,109 45,984
General & Administrative expenses 3,012,887 878,818
Research and development 257,345 --
Repairs and maintenance 296,455 --
Litigation settlement -- 2,160,700
Total Costs and Expenses 3,775,796 3,085,502
Loss from operations (5,382,928) (1,219,225)
Interest expense 260,391 --
Loss Before Income Taxes (5,643,319) (3,379,925)
Provision for Income Taxes -- --
Net Loss $(5,643,319) $(3,379,925)
Basic and Diluted Net Loss per
Common Share $(0.19) $(0.17)
Weighted Average Common Shares
Outstanding 29,728,537 19,709,015
