SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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): November 14, 2005
BRAVO! FOODS INTERNATIONAL CORP.
(Exact name of registrant as specified in its amended charter)
Delaware 000-25039 62-1681831
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(State or other jurisdiction of (Commission (I.R.S. Employer
incorporation or organization) File Number) Identification No.)
11300 US Highway 1, Suite 202
North Palm Beach, Florida 33408 USA
(Address of principal executive offices)
(561) 625-1411
Registrant's telephone number
China Premium Food Corporation
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(Former name or former address if changed since last report)
Item 7.01 Regulation FD Disclosure
Public Conference Call
On November 14, 2005, the Company conducted a public conference call
to announce and discuss the results contained in its Form 10-QSB filed on
that date for the period ended September 30, 2005. The following matters
were discussed at that conference call:
Results of Operations
The Company reported total revenue of $3.2 million with a 27.3% gross
margin of $884,000, for the three months ended September 30, 2005, compared
to total revenue of $825,400, with a 23% gross margin of $196,000, for the
same period in 2004. This represents an increase of 293% in revenue from
the same period in 2004. Slotting fees treated as contra-revenue reduced
gross revenue from $3.4 million to the reported $3.2 million number. The
Company reported a net loss of $4.9 million for the three months ended
September 30, 2005, which included a one time non-recurring $3,000,000
charge for a finder's fee payable in
connection with the execution of a Master Distribution Agreement with Coca-
Cola Enterprises (CCE) on August 31, 2005, with a net loss per share for
the period of $0.04.
Gross margin for the three months ended September 30, 2005 decreased
compared to the three month period ended June 30, 2005, owing to increased
promotions in anticipation of distribution through CCE, including the
Company's sponsorship of the Cagnazzi Racing Team with Erica Enders and the
increased packaging costs associated with a trial run of the new
Slammers(R) 4-Pack.
The Company reported a capital surplus of $7.5 million owing to
computed value of a warrant issued to CCE for the purchase of 30,000,000
shares of the Company's common stock, in conjunction with the CCE
Master Distribution Agreement which was booked as a deferred asset. The
Company's debt structure also was reduced owing to conversions of the
outstanding convertible preferred stock and notes issued by the Company in
prior periods for financing.
The Company reported 141,253,757 shares of common stock issued and
outstanding and 270,384,233 shares of common stock on a fully diluted
basis. Diluted share base using the treasury method is approximately
230,000,000.
Distribution
The Company reported that it shipped 88,000 12-unit cases in July
2005, 93,000 cases in August, and 113,000 cases in September, for a quarter
total of 294,000 cases in Q3. The Company reported that it shipped 223,000
12-unit cases in October 2005, consisting of 170,000 to CCE; 8,000 cases of
Breakfast Blenders to support the November 14, 2005 launch in 7-Eleven
stores; 12,000 9 unit cases to Sam's Clubs; and an additional 36,000 12 unit
cases to other retail channels. Product shipped in October represents
slightly in excess of $2 million in sales for that month.
The Company reported that it delayed shipments in September 2005
representing approximately $500,000 in sales to retail customers to build
inventory for CCE, Sam's Club and the new Breakfast Blenders line.
Capacity
The Company reiterated plans to increase its present domestic
capacity for Slammers(R) of 2.5 million units per month to 2.8 million units
for November, with additional capacity increases to 3.3 million per month
and unltimately to 7.5 million units per month in the spring 2006. The
Company reported that it is seeking additional capacity and is exploring
third parties that may provide new capacity for the Company in 2007.
Initiatives
The Company reiterated that a number of initiatives were underway,
including its new Breakfast Blenders line currently being launched in 7-
Eleven convenience stores, with sampling promotions and "Traffic Radio"
advertising spots. In addition, new Masterfoods lines are being
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explored, as well as a product line to reach the toddler demographic. The
Company also is reducing the fat content of its Pro Slammers(TM) line and
is making improvements to its Starburst Slammers(R) line.
As previously announced, the Company will convert all of its existing
product lines from refrigerated, extended shelf life products to the new
ambient packaging, which requires no refrigeration throughout the delivery
process, and significantly reduces the Company's per case freight cost.
Concurrently, the combination of truckload orders and ambient delivery will
ultimately address freight costs.
The Company reported that it has signed contracts to sell its
products to 150 US Military commissaries on a national basis.
New Personnel
The Company reported that its growth has necessitated the hiring of
additional management personnel for corporate and anticipated hiring of
field personnel to accommodate the regional business units of CCE. The
Company introduced Mr. Jeffrey Kaplan as its new Chief Financial Officer
and Mr. Michael Comerford as its new Director of Operations. Mr. Tommy Kee,
the Company's former CFO, will assume the duties of Chief Accounting Officer
and will continue to report directly to Mr. Warren, CEO. Mr. Comerford will
report to Mr. Patipa, the Company's Chief Operating Officer. Six new
regional managers will be hired to service the 6 regional business units of
CCE and will report to Mr. Edwards, the Company's Executive Vice President
of Sales.
Guidance
On the strength of reorders and growth in distribution partners, the
Company offered its guidance for expected gross revenues from $6 million to
$7 million for the fourth quarter 2005, and $70 to $100 million in gross
revenue for 2006. The Company anticipates that it will schedule another
conference call in January 2006 after the completion of its budgeting and
forecasting process for 2006 and 2007 to refine its guidance for this period.
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.
Bravo! Foods International Corp.
Date: November 15, 2005 By: /s/ Roy D. Toulan, Jr.
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Roy D. Toulan, Jr.
Vice President, General Counsel
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