UNITED STATES
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 13, 2017
REED’S, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 001-32501 | 35-2177773 | ||
| (State
or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS
Employer Identification No.) |
1300 South Spring Street, Los Angeles, California 90061
(Address of principal executive offices and zip code)
Not applicable
(Former name or former address if changed since last report)
Registrant’s telephone number, including area code: (310) 217-9400
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:
| [ ] | 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)) |
Item 2.02. Results of Operations and Financial Condition.
On November 13, 2017, Reed’s Inc. (the “Company”) issued a press release announcing its 2017 third quarter earnings results. The full text of the press release issued in connection with the announcement is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
The Company will conduct a conference call at 4:30 pm eastern time today, November 13, 2017 to discuss its 2017 third quarter results. To participate in the call, please dial the following number 5 to 10 minutes prior to the scheduled call time (800) 942-2493. International callers should dial +1 (303) 223-0117.
A replay of the call will be available on the Reed’s website at www.reedsinc.com in the “Investors” section following the earnings call within a day.
The information in this Form 8-K (including Exhibit 99.1) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as expressly set forth by specific reference in such a filing.
Use of Non-GAAP Measures
In addition to our GAAP results, we present Adjusted EBITDA as a supplemental measure of our performance. However, Adjusted EBITDA is not a recognized measurement under GAAP and should not be considered as an alternative to net income, income from operations or any other performance measure derived in accordance with GAAP or as an alternative to cash flow from operating activities as a measure of liquidity. We define Adjusted EBITDA as net income (loss), plus interest expense, depreciation and amortization, stock-based compensation, financing costs and changes in fair value of warrant liability.
Management considers our core operating performance to be that which our managers can affect in any particular period through their management of the resources that affect our underlying revenue and profit generating operations that period. Non-GAAP adjustments to our results prepared in accordance with GAAP are itemized below. You are encouraged to evaluate these adjustments and the reasons we consider them appropriate for supplemental analysis. In evaluating Adjusted EBITDA, you should be aware that in the future we may incur expenses that are the same as or similar to some of the adjustments in this presentation. Our presentation of Adjusted EBITDA should not be construed as an inference that our future results will be unaffected by unusual or non-recurring items.
We present Adjusted EBITDA because we believe it assists investors and analysts in comparing our performance across reporting periods on a consistent basis by excluding items that we do not believe are indicative of our core operating performance. We believe investors will realize that the accounting required for liabilities impacts this quarter. In addition, we use Adjusted EBITDA in developing our internal budgets, forecasts and strategic plan; in analyzing the effectiveness of our business strategies in evaluating potential acquisitions; and in making compensation decisions and in communications with our board of directors concerning our financial performance. Adjusted EBITDA has limitations as an analytical tool, which includes, among others, the following:
| ● | Adjusted EBITDA does not reflect our cash expenditures, or future requirements, for capital expenditures or contractual commitments; | |
| ● | Adjusted EBITDA does not reflect changes in, or cash requirements for, our working capital needs; | |
| ● | Adjusted EBITDA does not reflect future interest expense, or the cash requirements necessary to service interest or principal payments, on our debts; and | |
| ● | although depreciation and amortization are non-cash charges, the assets being depreciated and amortized will often have to be replaced in the future, and Adjusted EBITDA does not reflect any cash requirements for such replacements. |
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
The following exhibit relating to Item 2.02 shall be deemed to be furnished, and not filed:
99.1 Press release of Reed’s Inc. dated November 13, 2017.
SIGNATURE
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, thereunto duly authorized.
| REEDS, INC., | ||
| a Delaware corporation | ||
| Dated: November 13, 2017 | By: | /s/ Daniel Miles |
| Daniel Miles, | ||
| Chief Financial Officer | ||
Reed’s, Inc. Announces 2017 Third Quarter Results
LOS ANGELES, CA– November 13, 2017 – Reed’s Inc. (NYSE American: REED), owner of the nation’s leading portfolio of handcrafted, all-natural beverages, today announced financial results for the fiscal third quarter ended September 30, 2017.
Financial Overview:
For the third quarter 2017 compared to the third quarter 2016:
| ● | Net sales were $10.9 million versus $12.3 million or a decline of 11.7% | ||
| o | On a volume basis, non-core and discontinued products were down 25.2% for the quarter, while core products were down 8.5% | ||
| ● | The company took its first price increase on its core products in 7 years which temporarily suppressed volume in August and explains the decline for the quarter | ||
| ● | On a monthly basis, core product volume was up 7.3% in July; 5.7% in September and the positive trend continued into October indicating that the market has absorbed the new pricing | ||
| ● | Significant idle plant costs continued to impact gross profit margins which remained unchanged versus the prior quarter at 19% versus 23% for the prior year | ||
| ● | Delivery and handling expenses increased to $1,119,000 from $901,000 driven temporarily by added shipping costs related to the increased private label production at the LA plant during the third quarter | ||
| ● | Selling and marketing expenses decreased to $828,000 from $918,000 | ||
| ● | General and Administrative expenses increased to $3,109,000 from $871,000, $2.0 million of which was driven by a non-cash impairment charge on uninstalled plant equipment and the remainder by increased filing fees and the timing of the annual shareholder meeting. | ||
| ● | Interest expense and bank related charges increased to $757,000 from $415,000 primarily driven by the cost of the convertible note accrued interest and debt discount amortization of $274,000 | ||
| ● | Financing costs and warrant modifications totaled $1,798,000 which offsets the gain reported in Q2 2017 | ||
| ● | Net loss was ($0.37) per diluted share versus ($0.02) per diluted share | ||
| ● | Modified EBITDA was a loss of ($839,000) versus positive $557,000 | ||
Val Stalowir CEO of Reed’s, Inc. stated, “After my first quarter here at Reed’s I see even more opportunity than I originally anticipated. The team has responded well, and we continue to make progress to improve the company’s overall performance. I am encouraged to see that some initiatives underway have already begun to have a positive impact on the business. The current priority is to continue to significantly improve the company’s margins and re-accelerate growth of the core brands. There are several significant initiatives the company has been negotiating that will be concluded in the short-term which we believe will have a significant positive impact on the company’s performance. We intend to press release these new developments and host business update calls over the coming weeks,” Stalowir concluded.
Q3 2017 Earnings Call Details:
The Company will conduct a conference call at 4:30 pm eastern time today, November 13, 2017 to discuss its 2017 third quarter results. To participate in the call, please dial the following number 5 to 10 minutes prior to the scheduled call time (800) 942-2493. International callers should dial +1 (303) 223-0117.
A replay of the call will be available on the Reed’s website at www.reedsinc.com in the “Investors” section following the earnings call within a day.
About Reed’s, Inc.:
Established in 1989, Reed’s has sold over 500 million bottles of its category leading all-natural, handcrafted beverages. Reed’s is America’s #1 selling Ginger Beer brand and has been the leader and innovator in the ginger beer category for decades. Virgil’s is America’s #1 selling independent, all-natural craft soda brand. The Reed’s Inc. portfolio is sold in over 20,000 retail doors across the natural, specialty, grocery, drug, club and mass channels nationwide. Reed’s Ginger Beers are unique to the category because of the proprietary process of hand brewing its award-winning products using fresh organic ginger combined with natural spices and fruit juices. Reed’s Ginger Beers come in three levels of increasing ginger intensity that deliver a delicious and powerful ginger bite and burn that can only come from fresh ginger root. The Company uses this same handcrafted approach and dedication to the highest quality ingredients in its award-winning Virigil’s line of great tasting, bold flavored craft sodas.
For more information about Reed’s, please visit the Company’s website at: http://www.reedsinc.com or call 800-99-REEDS.
Follow Reed’s on Twitter at http://twitter.com/reedsgingerbrew
Reed’s Facebook Fan Page at https://www.facebook.com/reedsgingerbrew
SAFE HARBOR STATEMENT
Some portions of this press release, particularly those
describing Reed’s goals and strategies, contain “forward-looking statements.” These forward-looking statements
can generally be identified as such because the context of the statement will include words, such as “expects,” “should,”
“believes,” “anticipates” or words of similar import. Similarly, statements that describe future plans,
objectives or goals are also forward-looking statements. While Reed’s is working to achieve those goals and strategies,
actual results could differ materially from those projected in the forward-looking statements as a result of a number of risks
and uncertainties. These risks and uncertainties include difficulty in marketing its products and services, maintaining and protecting
brand recognition, the need for significant capital, dependence on third party distributors, dependence on third party brewers,
increasing costs of fuel and freight, protection of intellectual property, competition and other factors, any of which could have
an adverse effect on the business plans of Reed’s, its reputation in the industry or its expected financial return from
operations and results of operations. In light of significant risks and uncertainties inherent in forward-looking statements included
herein, the inclusion of such statements should not be regarded as a representation by Reed’s that they will achieve such
forward-looking statements. For further details and a discussion of these and other risks and uncertainties, please see our most
recent reports on Form 10-K and Form 10-Q, as filed with the Securities and Exchange Commission, as they may be amended from time
to time. Reed’s undertakes no obligation to publicly update any forward-looking statement, whether as a result of new information,
future events, or otherwise.
CONTACT:
Reed’s, Inc.
Investor Relations
(310) 217-9400 Ext 6
Email: ir@reedsinc.com
www.reedsinc.com
REED’S INC.
CONDENSED BALANCE SHEETS
| September 30, 2017 | December 31, 2016 | |||||||
| (Unaudited) | ||||||||
| ASSETS | ||||||||
| Current assets: | ||||||||
| Cash | $ | 348,000 | $ | 451,000 | ||||
| Trade accounts receivable, net of allowance for doubtful accounts and returns and discounts of $378,000 and $256,000, respectively | 3,188,000 | 2,485,000 | ||||||
| Inventory, net of reserve for obsolescence of $290,000 and $115,000, respectively | 7,815,000 | 6,885,000 | ||||||
| Prepaid and other current assets | 301,000 | 500,000 | ||||||
| Total Current Assets | 11,652,000 | 10,321,000 | ||||||
| Property and equipment, net of accumulated depreciation of $5,280,000 and $4,863,000, respectively | 4,089,000 | 7,726,000 | ||||||
| Equipment held for sale, net of reserve of $2,000,000 | 2,465,000 | - | ||||||
| Brand names | 805,000 | 805,000 | ||||||
| Total assets | $ | 19,011,000 | $ | 18,852,000 | ||||
| LIABILITIES AND STOCKHOLDER’S DEFICIENCY | ||||||||
| Current liabilities: | ||||||||
| Accounts payable | $ | 6,992,000 | $ | 5,959,000 | ||||
| Accrued expenses | 181,000 | 215,000 | ||||||
| Advances from officers | 277,000 | - | ||||||
| Line of credit | 5,153,000 | 4,384,000 | ||||||
| Current portion of long term financing obligations | 214,000 | 190,000 | ||||||
| Current portion of capital leases payable | 194,000 | 183,000 | ||||||
| Current portion of bank notes | 953,000 | 953,000 | ||||||
| Total current liabilities | 13,964,000 | 11,884,000 | ||||||
| Other long term liabilities | ||||||||
| Long term financing obligation, less current portion, net of discount of $742,000 and $825,000, respectively | 1,283,000 | 1,363,000 | ||||||
| Capital leases payable, less current portion | 286,000 | 438,000 | ||||||
| Bank notes, net of discount $0 and $78,000, respectively | 6,182,000 | 5,919,000 | ||||||
| Convertible note, net of discount $2,833,000 and $0, respectively | 748,000 | - | ||||||
| Warrant liability | 74,000 | 775,000 | ||||||
| Other long term liabilities | 117,000 | 130,000 | ||||||
| Total Liabilities | 22,654,000 | 20,509,000 | ||||||
| Stockholders’ Deficiency | ||||||||
| Series A Convertible Preferred stock, $10 par value, 500,000 shares authorized, 9,411 shares issued and outstanding | 94,000 | 94,000 | ||||||
| Common stock, $.0001 par value, 40,000,000 shares authorized, 15,286,258 and 13,982,230 shares outstanding | 1,000 | 1,000 | ||||||
| Additional paid in capital | 35,447,000 | 29,971,000 | ||||||
| Accumulated deficit | (39,185,000 | ) | (31,723,000 | ) | ||||
| Total stockholders’ deficiency | (3,643,000 | ) | (1,657,000 | ) | ||||
| Total liabilities and stockholders’ deficiency | $ | 19,011,000 | $ | 18,852,000 | ||||
The accompanying notes are an integral part of these condensed financial statements
| F-1 |
REED’S, INC.
CONDENSED STATEMENTS OF OPERATIONS
(Unaudited)
| Three months ended September 30, | Nine months ended September 30, | |||||||||||||||
| 2017 | 2016 | 2017 | 2016 | |||||||||||||
| Net Sales | $ | 10,887,000 | $ | 12,329,000 | $ | 28,046,000 | $ | 33,326,000 | ||||||||
| Cost of goods sold | 8,825,000 | 9,443,000 | 23,216,000 | 25,945,000 | ||||||||||||
| Gross profit | 2,062,000 | 2,886,000 | 4,830,000 | 7,381,000 | ||||||||||||
| Operating expenses: | ||||||||||||||||
| Delivery and handling expenses | 1,119,000 | 901,000 | 2,731,000 | 2,815,000 | ||||||||||||
| Selling and marketing expense | 828,000 | 918,000 | 2,344,000 | 2,911,000 | ||||||||||||
| General and administrative expense | 1,105,000 | 871,000 | 3,402,000 | 3,007,000 | ||||||||||||
| Impairment of assets | 2,000,000 | - | 2,000,000 | - | ||||||||||||
| Total operating expenses | 5,052,000 | 2,690,000 | 10,477,000 | 8,733,000 | ||||||||||||
| Income/(loss) from operations | (2,990,000 | ) | 196,000 | (5,647,000 | ) | (1,352,000 | ) | |||||||||
| Interest expense | (757,000 | ) | (415,000 | ) | (2,270,000 | ) | (1,239,000 | ) | ||||||||
| Financing costs and warrant modification | (1,798,000 | ) | - | (2,776,000 | ) | - | ||||||||||
| Change in fair value of warrant liability | (72,000 | ) | - | 3,236,000 | - | |||||||||||
| Net loss | (5,617,000 | ) | (219,000 | ) | (7,457,000 | ) | (2,591,000 | ) | ||||||||
| Preferred Stock Dividends | - | - | (5,000 | ) | (5,000 | ) | ||||||||||
| Net loss attributable to common stockholders | $ | (5,617,000 | ) | $ | (219,000 | ) | $ | (7,462,000 | ) | $ | (2,596,000 | ) | ||||
| Weighted average number of shares outstanding – basic | 15,033,083 | 13,908,247 | 14,336,375 | 13,504,223 | ||||||||||||
| Loss per share | $ | (0.37 | ) | $ | (0.02 | ) | $ | (0.52 | ) | $ | (0.19 | ) | ||||
The accompanying notes are an integral part of these condensed financial statements
| F-2 |
REED’S, INC.
CONDENSED STATEMENT OF CHANGES IN STOCKHOLDERS’ DEFICIENCY
Nine months ended September 30, 2017
(Unaudited)
| Common Stock | Preferred Stock | Additional Paid In | Accumulated | Total Shareholders | ||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Capital | Deficit | Deficiency | ||||||||||||||||||||||
| Balance, December 31, 2016 | 13,982,230 | $ | 1,000 | 9,411 | $ | 94,000 | $ | 29,971,000 | $ | (31,723,000 | ) | $ | (1,657,000 | ) | ||||||||||||||
| Fair value of vesting of options to employees and directors | 199,000 | 199,000 | ||||||||||||||||||||||||||
| Fair value of common shares issued for services | 62,365 | - | 99,000 | 99,000 | ||||||||||||||||||||||||
| Common shares issued upon exercise of warrants, net | 1,122,376 | - | 1,650,000 | 1,650,000 | ||||||||||||||||||||||||
| Extinguishment of warrant liability | 2,634,000 | 2,634,000 | ||||||||||||||||||||||||||
| Fair value of warrants issued for financing costs | 689,000 | 689,000 | ||||||||||||||||||||||||||
| Common shares issued for cash | 117,647 | - | 200,000 | 200,000 | ||||||||||||||||||||||||
| Preferred dividends paid in Common stock | 1,640 | - | 5,000 | (5,000 | ) | - | ||||||||||||||||||||||
| Net loss | (7,457,000 | ) | (7,457,000 | ) | ||||||||||||||||||||||||
| Balance, September 30, 2017 | 15,286,258 | $ | 1,000 | 9,411 | $ | 94,000 | $ | 35,447,000 | $ | (39,185,000 | ) | $ | (3,643,000 | ) | ||||||||||||||
The accompanying notes are an integral part of these condensed financial statements
| F-3 |
REED’S, INC.
CONDENSED STATEMENTS OF CASH FLOWS
(Unaudited)
| Nine months ended | ||||||||
| 9/30/2017 | 9/30/2016 | |||||||
| Cash flows from operating activities: | ||||||||
| Net loss | $ | (7,457,000 | ) | $ | (2,591,000 | ) | ||
| Adjustments to reconcile net loss to net cash used in operating activities: | ||||||||
| Depreciation | 430,000 | 503,000 | ||||||
| Amortization | 728,000 | 186,000 | ||||||
| Fair value of vested stock options issued to employees | 199,000 | 449,000 | ||||||
| Fair value of common stock issued for services | 99,000 | - | ||||||
| (Decrease) increase in allowance for doubtful accounts | 122,000 | (100,000 | ) | |||||
| Reserve for impairment on equipment held for sale | 2,000,000 | - | ||||||
| Fair value of warrants issued as financing cost | 908,000 | |||||||
| Modification cost of warrants | 1,868,000 | - | ||||||
| Change in fair value of warrant liability | (3,236,000 | ) | - | |||||
| Changes in operating assets and liabilities: | ||||||||
| Accounts receivable | (825,000 | ) | (61,000 | ) | ||||
| Inventory | (930,000 | ) | 122,000 | |||||
| Prepaid expenses and other assets | 199,000 | 6,000 | ||||||
| Accounts payable | 1,033,000 | (301,000 | ) | |||||
| Accrued expenses | 176,000 | 182,000 | ||||||
| Other long term liabilities | (43,000 | ) | - | |||||
| Net cash used in operating activities | (4,729,000 | ) | (1,605,000 | ) | ||||
| Cash flows from investing activities: | ||||||||
| Purchase of property and equipment | (535,000 | ) | (585,000 | ) | ||||
| Net cash used in investing activities | (535,000 | ) | (585,000 | ) | ||||
| Cash flows from financing activities: | ||||||||
| Net borrowings (repayments) on advances from officers | 277,000 | - | ||||||
| Proceeds from sale of common stock | 200,000 | 2,230,000 | ||||||
| Proceeds from warrant exercises | 1,650,000 | 45,000 | ||||||
| Principal payments on capital expansion loan | (538,000 | ) | (168,000 | ) | ||||
| Proceeds from issuance of convertible note | 3,083,000 | - | ||||||
| Principal repayments on long term financial obligation | (139,000 | ) | (117,000 | ) | ||||
| Principal repayments on capital lease obligation | (141,000 | ) | (131,000 | ) | ||||
| Net borrowings (repayments) on existing line of credit | 769,000 | 462,000 | ||||||
| Net cash provided by financing activities | 5,161,000 | 2,321,000 | ||||||
| Net (decrease) increase in cash | (103,000 | ) | 131,000 | |||||
| Cash at beginning of period | 451,000 | 1,816,000 | ||||||
| Cash at end of period | $ | 348,000 | $ | 1,947,000 | ||||
| Supplemental disclosures of cash flow information: | ||||||||
| Cash paid during the period for: | ||||||||
| Interest | $ | 2,074,000 | $ | 843,000 | ||||
| Non Cash Investing and Financing Activities | ||||||||
| Property and equipment acquired through capital expansion loan | $ | 723,000 | $ | 1,307,000 | ||||
| Property and equipment acquired through capital lease obligations | - | 86,000 | ||||||
| Reclass of property to equipment held for sale | 4,465,000 | - | ||||||
| Fair value of warrants granted as debt discount | 3,083,000 | 54,000 | ||||||
| Dividends payable in common stock | 5,000 | 5,000 | ||||||
| Extinguishment of warrant liability | 2,634,000 | - | ||||||
| F-4 |
MODIFIED EBITDA SCHEDULE
| Three months ended Sept. 30, | ||||||||
| 2017 | 2016 | |||||||
| (unaudited) | (unaudited) | |||||||
| Net income (loss) | $ | (5,617,000 | ) | $ | (219,000 | ) | ||
| Modified EBITDA adjustments: | ||||||||
| Depreciation | 171,000 | 214,000 | ||||||
| Interest expense | 757,000 | 415,000 | ||||||
| Stock option and warrant compensation | (20,000 | ) | 147,000 | |||||
| Impairment costs | 2,000,000 | - | ||||||
| Financing costs and warrant modification | 1,798,000 | - | ||||||
| Change in fair value of warrant liability | 72,000 | - | ||||||
| Total EBITDA adjustments | 4,778,000 | 776,000 | ||||||
| Modified EBITDA | $ | (839,000 | ) | $ | 557,000 | |||
MODIFIED EBITDA SCHEDULE
| Nine months ended Sept. 30, | ||||||||
| 2017 | 2016 | |||||||
| (unaudited) | (unaudited) | |||||||
| Net income (loss) | $ | (7,457,000 | ) | $ | (2,591,000 | ) | ||
| Modified EBITDA adjustments: | ||||||||
| Depreciation | 430,000 | 689,000 | ||||||
| Interest expense | 2,270,000 | 1,239,000 | ||||||
| Stock option and warrant compensation | 298,000 | 449,000 | ||||||
| Impairment costs | 2,000,000 | - | ||||||
| Financing costs and warrant modification | 2,776,000 | - | ||||||
| Change in fair value of warrant liability | (3,236,000 | ) | - | |||||
| Total EBITDA adjustments | 4,538,000 | 2,377,000 | ||||||
| Modified EBITDA | $ | (2,919,000 | ) | $ | (214,000 | ) | ||
| F-5 |