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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): May 14, 2024
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.) |
201
Merritt 7 Corporate Park, Norwalk, CT 06851
(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: (800) 997-3337
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)) |
Securities
registered pursuant to Section 12(b) of the Act: None
Title
of Each Class |
|
Trading
Symbol(s) |
|
Name
of Each Exchanged on Which Registered |
|
|
|
|
|
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405)
or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
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 Financial Condition.
On
May 14, 2024, Reed’s, Inc., a Delaware corporation (the “company” or “Reed’s”) issued a press release
announcing financial results for the three months ended March 31, 2024. The full text of the press release issued in connection with
the announcement is attached as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.
The
Company will conduct a conference call today, May 14, 2024, at 5:00 p.m. Eastern time to discuss its results for the three months ended
March 31, 2024.
Reed’s
management will host the conference call, followed by a question-and-answer period.
Date:
Tuesday, May 14, 2024
Time:
5:00 p.m. Eastern time
Toll-free
dial-in number: (888) 886-7786
International
dial-in number: (416) 764-8658
Conference
ID: 71895807
Webcast:
Reed’s Q1 2024 Conference Call
Please
dial into the conference call 5-10 minutes prior to the start time. An operator will register your name and organization. If you have
any difficulty connecting with the conference call, please contact the company’s investor relations team at (720) 330-2829.
The
conference call will also be broadcast live and available for replay on the investor relations section of the Company’s website
at https://investor.reedsinc.com.
Item
7.01. Regulation FD Disclosure.
See
“Item 2.02 Results of Operations and Financial Condition” above.
The
information in this Current Report on Form 8-K under Items 2.02 and 7.01, including the information contained in Exhibit 99.1, is being
furnished to the Securities and Exchange Commission, and shall not be deemed to be “filed” for the purposes of Section 18
of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section, and shall not be deemed to be incorporated
by reference into any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934, except as shall be expressly set
forth by a specific reference in such filing.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits.
The
following exhibit is furnished with this Current Report on Form 8-K:
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:
May 14, 2024 |
By:
|
/s/
Norman E. Snyder, Jr. |
|
|
Norman
E. Snyder, Jr. |
|
|
Chief
Executive Officer |
Exhibit
99.1
![](https://www.sec.gov/Archives/edgar/data/1140215/000149315224019295/ex99-1_001.jpg)
Reed’s
Reports First Quarter 2024 Results
Reiterates
Full Year 2024 Financial Outlook
Management
to Host Conference Call Today at 5:00 p.m. ET
Norwalk,
CT, (May 14, 2024) — Reed’s, Inc. (OTCQX: REED) (“Reed’s” or the “Company”), owner of the
nation’s leading portfolio of handcrafted, natural ginger beverages, is reporting financial results for the three months ended
March 31, 2024.
Q1
2024 Financial Highlights (vs. Q1 2023):
|
● |
Net
sales were $9.6 million compared to $11.2 million. |
|
● |
Gross
profit increased 26% to $3.4 million, with gross margin up 1,140 bps to 35.6%. |
|
● |
Delivery
and handling costs were reduced by 29% to $3.01 per case. |
|
● |
Selling,
general and administrative expenses were reduced by 19% to $2.6 million. |
|
● |
Operating
loss improved to $0.6 million compared to $2.6 million. |
|
● |
Modified
EBITDA loss improved to $0.4 million compared to $2.3 million. |
Management
Commentary
“We
continued to drive cost-cutting and optimization initiatives in the first quarter, reflected by our material improvements in gross margin,
operating expenses and modified EBITDA,” said Norman E. Snyder, Jr., CEO of Reed’s. “As highlighted during our earnings
call in March, Q1 sales were impacted by short orders reducing shipments. However, we exited the quarter with healthier inventory levels
and have already seen a reduction in the rate of short orders, which we expect to decline further moving forward.
“Looking
ahead, we are reiterating our 2024 financial outlook as we continue to expect net sales growth, gross margin expansion, and modified
EBITDA profitability while generating positive cash flow from operations for the full year. We have multiple initiatives to drive growth
as we improve order fulfillment rates, expand product authorizations, increase promotional activity, and launch new innovative products
later this year. Between our improved inventory position, optimized cost structure, and new product initiatives, we are poised for a
strong second quarter and year ahead.”
First
Quarter 2024 Financial Results
During
the first quarter of 2024, net sales were $9.6 million compared to $11.2 million in the year-ago period. The decrease was primarily driven
by tightened credit terms from select suppliers that impacted the Company’s ability to purchase raw materials, resulting in an
inflated rate of short order shipments.
Gross
profit for the first quarter of 2024 increased 26% to $3.4 million compared to $2.7 million for the same period in 2023. Gross margin
increased 1,140 basis points to 35.6% compared to 24.2% in the year-ago quarter. The increase was primarily driven by lower supply chain
and input costs.
Delivery
and handling costs were reduced by 29% to $1.5 million during the first quarter of 2024 compared to $2.1 million in the first quarter
of 2023. The decrease was primarily driven by renegotiated freight rates for heavily trafficked lanes, improved throughput, as well as
efficiencies generated from the Company’s streamlined distribution model and new co-packing partnership. Delivery and handling
costs were reduced to 16% of net sales or $3.01 per case, compared to 19% of net sales or $3.46 per case during the same period last
year.
Selling,
general and administrative costs declined by 19% to $2.6 million during the first quarter of 2024 compared to $3.2 million in the year-ago
quarter. As a percentage of net sales, selling, general and administrative costs were reduced to 27% compared to 28%.
Operating
loss during the first quarter of 2024 improved to $0.6 million or $(0.16) per share, compared to $2.6 million or $(1.01) per share in
the first quarter of 2023.
Modified
EBITDA loss improved to $0.4 million in the first quarter of 2024 compared to $2.3 million in the first quarter of 2023.
Liquidity
and Cash Flow
For
the first quarter of 2024, cash used in operations was $2.4 million compared to cash flow from operations of $1.1 million for the same
period in 2023. The decrease in operating cash flow was primarily driven by higher inventory purchases compared to the year-ago period.
As
of March 31, 2024, the Company had approximately $0.3 million of cash and $26.0 million of total debt net of capitalized financing fees.
The debt includes $18.2 million from a convertible note and $7.8 million from the Company’s revolving line of credit, which has
$5.0 million of additional borrowing capacity.
FY
2024 Financial Outlook
The
Company continues to project net sales growth, gross margin expansion, and to achieve modified EBITDA profitability for the full year
2024. Reed’s also expects to generate positive cash flow from operations for the full year 2024.
Conference
Call
The
Company will conduct a conference call today, May 14, 2024, at 5:00 p.m. Eastern time to discuss its results for the three months ended
March 31, 2024.
Reed’s
management will host the conference call, followed by a question-and-answer period.
Date:
Tuesday, May 14, 2024
Time:
5:00 p.m. Eastern time
Toll-free
dial-in number: (888) 886-7786
International
dial-in number: (416) 764-8658
Conference
ID: 71895807
Webcast:
Reed’s Q1 2024 Conference Call
Please
dial into the conference call 5-10 minutes prior to the start time. An operator will register your name and organization. If you have
any difficulty connecting with the conference call, please contact the company’s investor relations team at (720) 330-2829.
The
conference call will also be broadcast live and available for replay on the investor relations section of the Company’s website
at https://investor.reedsinc.com.
About
Reed’s, Inc.
Reed’s
is an innovative company and category leader that provides the world with high quality, premium and naturally bold™ better-for-you
beverages. Established in 1989, Reed’s is a leader in craft beverages under the Reed’s®, Virgil’s® and Flying
Cauldron® brand names. The Company’s beverages are now sold in over 45,000 stores nationwide.
Reed’s
is known as America’s #1 name in natural, ginger-based beverages. Crafted using real ginger and premium ingredients, Reed’s
portfolio includes ginger beers, ginger ales, ready-to-drink ginger mules and hard ginger ales. The brand has recently successfully expanded
into the zero-sugar segment with its proprietary, natural sweetener system.
Virgil’s®
is an award-winning line of craft sodas, made with the finest natural ingredients and without GMOs or artificial preservatives. The brand
offers an array of great tasting, bold flavored sodas including Root Beer, Vanilla Cream, Black Cherry, Orange Cream, and more. These
flavors are also available in six zero sugar varieties which are naturally sweetened and certified ketogenic.
Flying
Cauldron® is a non-alcoholic butterscotch beer prized for its creamy vanilla and butterscotch flavors. Sought after by beverage aficionados,
Flying Cauldron is made with natural ingredients and no artificial flavors, sweeteners, preservatives, gluten, caffeine, or GMOs.
For
more information, visit drinkreeds.com, virgils.com and flyingcauldron.com. To receive exclusive perks for Reed’s
investors, please visit the Company’s page on the Stockperks app here.
Forward-Looking
Statements
Statements
in this release that are not historical are forward-looking statements made pursuant to the safe harbor provisions 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
are typically identified by terms such as “estimate,” “expect,” “intend,” “project,”
“will,” “plan,” and similar expressions. These forward-looking statements are based on current expectations and
include our management’s expectations and guidance for fiscal year 2024 under the heading “FY 2024 Financial Outlook”.
The achievement or success of the matters covered by such forward-looking statements involves risks, uncertainties, and assumptions,
many of which involve factors or circumstances that are beyond our control. Reed’s 2024 guidance reflects year-to-date and expected
future business trends and includes impacts of the inventory shortage as of the date hereof. New supply chain challenges that may develop
and further potential inflation cannot be reasonably estimated and are not factored into current fiscal 2024 guidance. These risks could
materially impact our ability to access raw materials, production, transportation and/or other logistics needs.
Financial
guidance should not be viewed as a substitute for full financial statements prepared in accordance with GAAP.
If
any such risks or uncertainties materialize or if any of the assumptions prove incorrect, Reed’s actual results could differ materially
from the results expressed or implied by the forward-looking statements we make, including our ability to achieve our targets for the
fiscal year ending December 31, 2024. The risks and uncertainties referred to above include, but are not limited to: inventory shortages;
risks associated with new product releases; the impacts of further inflation; risks that customer demand may fluctuate or decrease; risks
that we are unable to collect unbilled contractual commitments, particularly in the current economic environment; our ability to compete
successfully and manage growth; our significant debt obligations; our ability to develop and expand strategic and third party distribution
channels; our dependence on third party suppliers, brewers and distributors; third party co-packers meeting contractual commitments;
risks related to our international operations; our ability to continue to innovate; our strategy of making investments in sales to drive
growth; increasing costs of fuel and freight, protection of intellectual property; competition; general political or destabilizing events,
including the wars in Ukraine and Israel, conflict or acts of terrorism; financial markets, commodity and currency impacts of the wars;
the effect of evolving domestic and foreign government regulations, including those addressing data privacy and cross-border data transfers;
and other risks detailed from time to time in Reed’s public filings, including Reed’s annual report on Form 10-K filed on
April 1, 2024, which is available on the Securities and Exchange Commission’s web site at www.sec.gov. These forward-looking statements
are based on current expectations and speak only as of the date hereof. Reed’s assumes no obligation and does not intend to update
these forward-looking statements, except as required by law.
Investor
Relations Contact
Sean
Mansouri, CFA
Elevate
IR
ir@reedsinc.com
(720)
330-2829
REED’S,
INC.
CONDENSED
STATEMENTS OF OPERATIONS
For
the Three Months Ended March 31, 2024 and 2023
(Unaudited)
(Amounts
in thousands, except share and per share amounts)
| |
March 31, 2024 | | |
March 31,2023 | |
Net Sales | |
$ | 9,595 | | |
$ | 11,157 | |
Cost of goods sold | |
| 6,182 | | |
| 8,459 | |
Gross profit | |
| 3,413 | | |
| 2,698 | |
| |
| | | |
| | |
Operating expenses: | |
| | | |
| | |
Delivery and handling expense | |
| 1,502 | | |
| 2,120 | |
Selling and marketing expense | |
| 1,093 | | |
| 1,447 | |
General and administrative expense | |
| 1,468 | | |
| 1,709 | |
Total operating expenses | |
| 4,063 | | |
| 5,276 | |
| |
| | | |
| | |
Loss from operations | |
| (650 | ) | |
| (2,578 | ) |
| |
| | | |
| | |
Interest expense | |
| (1,023 | ) | |
| (1,779 | ) |
| |
| | | |
| | |
Net loss | |
$ | (1,673 | ) | |
$ | (4,357 | ) |
| |
| | | |
| | |
Net loss per share – basic and diluted | |
$ | (0.40 | ) | |
$ | (1.70 | ) |
| |
| | | |
| | |
Weighted average number of shares outstanding – basic and diluted | |
| 4,187,291 | | |
| 2,559,855 | |
REED’S,
INC,
CONDENSED
BALANCE SHEETS
(Amounts
in thousands, except share amounts)
| |
March 31, 2024 | | |
December 31, 2023 | |
| |
(Unaudited) | | |
| |
ASSETS | |
| | | |
| | |
Current assets: | |
| | | |
| | |
Cash | |
$ | 314 | | |
$ | 603 | |
Accounts receivable, net of allowance of $258 and $860, respectively | |
| 3,251 | | |
| 3,571 | |
Inventory | |
| 12,017 | | |
| 11,300 | |
Receivable from former related party | |
| 264 | | |
| 259 | |
Prepaid expenses and other current assets | |
| 2,332 | | |
| 2,028 | |
Total current assets | |
| 18,178 | | |
| 17,761 | |
| |
| | | |
| | |
Property and equipment, net of accumulated depreciation of $1,136 and $1,068, respectively | |
| 441 | | |
| 493 | |
Intangible assets | |
| 631 | | |
| 629 | |
Total assets | |
$ | 19,250 | | |
$ | 18,883 | |
| |
| | | |
| | |
LIABILITIES AND STOCKHOLDERS’ DEFICIT | |
| | | |
| | |
Current liabilities: | |
| | | |
| | |
Accounts payable | |
$ | 8,484 | | |
$ | 9,133 | |
Accrued expenses | |
| 872 | | |
| 1,096 | |
Revolving line of credit, net of capitalized financing costs of $161 and $201, respectively | |
| 7,844 | | |
| 9,758 | |
Payable to former related party | |
| 331 | | |
| 259 | |
Current portion of convertible notes payable, net of debt discount of $509 and $424, respectively | |
| 7,339 | | |
| 6,737 | |
Current portion of lease liabilities | |
| 155 | | |
| 207 | |
Total current liabilities | |
| 25,025 | | |
| 27,190 | |
| |
| | | |
| | |
SAFE agreements | |
| 4,097 | | |
| - | |
Convertible note payable, net of debt discount of $45 and $148, respectively, less current portion | |
| 10,853 | | |
| 10,874 | |
Total liabilities | |
| 39,975 | | |
| 38,064 | |
| |
| | | |
| | |
Stockholders’ deficit: | |
| | | |
| | |
Series A Convertible Preferred stock, $10 par value, 500,000 shares authorized, 9,411 shares issued and outstanding | |
| 94 | | |
| 94 | |
Common stock, $.0001 par value, 180,000,000 shares authorized; 4,187,291 and 4,187,291 shares issued and outstanding, respectively | |
| - | | |
| - | |
Additional paid in capital | |
| 119,581 | | |
| 119,452 | |
Accumulated deficit | |
| (140,400 | ) | |
| (138,727 | ) |
Total stockholders’ deficit | |
| (20,725 | ) | |
| (19,181 | ) |
Total liabilities and stockholders’ deficit | |
$ | 19,250 | | |
$ | 18,883 | |
CONDENSED
STATEMENTS OF CASH FLOWS
For
the Three Months Ended March 31, 2024 and 2023
(Unaudited)
(Amounts
in thousands)
| |
March 31, 2024 | | |
March 31, 2023 | |
Cash flows from operating activities: | |
| | | |
| | |
Net loss | |
$ | (1,673 | ) | |
$ | (4,357 | ) |
Adjustments to reconcile net loss to net cash provided by (used in) operating activities: | |
| | | |
| | |
Depreciation | |
| 29 | | |
| 47 | |
Amortization of debt discount | |
| 144 | | |
| 281 | |
Fair value of vested options | |
| 129 | | |
| 229 | |
Fair value of vested restricted shares granted to officers | |
| - | | |
| 4 | |
Change in allowance for doubtful accounts | |
| (601 | ) | |
| (39 | ) |
Inventory write-downs | |
| (783 | ) | |
| (228 | ) |
Accrued interest | |
| 564 | | |
| 1,113 | |
Changes in operating assets and liabilities: | |
| | | |
| | |
Accounts receivable | |
| 922 | | |
| 1,044 | |
Inventory | |
| 66 | | |
| 1,102 | |
Prepaid expenses and other assets | |
| (1,305 | ) | |
| 338 | |
Decrease in right of use assets | |
| 39 | | |
| 32 | |
Accounts payable | |
| 351 | | |
| 1,360 | |
Accrued expenses | |
| (225 | ) | |
| 235 | |
Lease liabilities | |
| (52 | ) | |
| (44 | ) |
Net cash provided by (used in) operating activities | |
| (2,395 | ) | |
| 1,117 | |
Cash flows from investing activities: | |
| | | |
| | |
Trademark costs | |
| (2 | ) | |
| - | |
Purchase of property and equipment | |
| (16 | ) | |
| - | |
Net cash used in investing activities | |
| (18 | ) | |
| - | |
Cash flows from financing activities: | |
| | | |
| | |
Proceeds from line of credit | |
| 8,285 | | |
| 8,699 | |
Payments on line of credit | |
| (10,239 | ) | |
| (12,120 | ) |
Proceeds from convertible note payable, net of expenses | |
| - | | |
| 2,405 | |
Proceeds from SAFE agreement | |
| 4,097 | | |
| - | |
Payment of cost recorded as debt discount | |
| (86 | ) | |
| | |
Repurchase of common stock | |
| - | | |
| (1 | ) |
Amounts from former related party, net | |
| 67 | | |
| (166 | ) |
Net cash provided by (used in) financing activities | |
| 2,124 | | |
| (1,183 | ) |
| |
| | | |
| | |
Net increase (decrease) in cash | |
| (289 | ) | |
| (66 | ) |
Cash at beginning of period | |
| 603 | | |
| 533 | |
Cash at end of period | |
$ | 314 | | |
$ | 467 | |
| |
| | | |
| | |
Supplemental disclosures of cash flow information: | |
| | | |
| | |
Cash paid for interest | |
$ | 318 | | |
$ | 390 | |
Non-cash investing and financing activities: | |
| | | |
| | |
Reclass of prepaid expenses and accounts payable | |
$ | 1,000 | | |
$ | 0 | |
Modified
EBITDA
In
addition to our GAAP results, we present Modified EBITDA as a supplemental measure of our performance. However, Modified 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 Modified EBITDA as net income (loss), plus interest expense, tax expense, depreciation and amortization, stock-based compensation,
changes in fair value of warrant expense, legal and insurance settlements, inventory write-offs associated with exited categories and
major packaging and formula changes, one-time changes to policy for discounts, impact of changes to accounting methodology and one-time
restructuring-related costs including employee severance and asset impairment.
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 during 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 Modified 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 Modified EBITDA should not be construed
as an inference that our future results will be unaffected by unusual or non-recurring items.
Set
forth below is a reconciliation of net loss to Modified EBITDA for the three months ended March 31, 2024, and 2023 (unaudited; in thousands):
| |
Three Months Ended March 31 | |
| |
2024 | | |
2023 | |
Net loss | |
$ | (1,673 | ) | |
$ | (4,357 | ) |
| |
| | | |
| | |
Modified EBITDA adjustments: | |
| | | |
| | |
Depreciation and amortization | |
| 68 | | |
| 80 | |
Tax expense | |
| 54 | | |
| | |
Interest expense | |
| 1,023 | | |
| 1,779 | |
Product quality hold write-down | |
| 29 | | |
| | |
Stock option and other noncash compensation | |
| 129 | | |
| 233 | |
Total EBITDA adjustments | |
$ | 1,303 | | |
$ | 2,092 | |
| |
| | | |
| | |
Modified EBITDA | |
$ | (370 | ) | |
$ | (2,265 | ) |
We
present Modified 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. In addition, we use Modified
EBITDA in developing our internal budgets, forecasts, and strategic plan; in analyzing the effectiveness of our business strategies in
evaluating potential acquisitions; making compensation decisions; and in communications with our board of directors concerning our financial
performance. Modified EBITDA has limitations as an analytical tool, which includes, among others, the following:
|
● |
Modified
EBITDA does not reflect our cash expenditures, or future requirements, for capital expenditures or contractual commitments; |
|
● |
Modified
EBITDA does not reflect changes in, or cash requirements for, our working capital needs; |
|
● |
Modified
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 Modified EBITDA does not reflect any cash requirements for such replacements. |
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