UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

 

[X]  QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the quarterly period ended March 31, 2014

 

[  ]  TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT

 

For the transition period from _______ to _______

 

Commission file number: 001-32501

 

---

 

REED’S, INC.

(Exact name of registrant as specified in its charter)

 

Delaware		35-2177773
(State of incorporation)		(I.R.S. Employer Identification No.)

 

13000 South Spring St. Los Angeles, Ca. 90061

(Address of principal executive offices) (Zip Code)

 

(310) 217-9400

(Registrant’s telephone number, including area code)

 

 

(Former name, former address and former fiscal year, if changed since last report)

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [  ]

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes [X] No [  ]

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

 

	Large Accelerated filer [  ]	Accelerated filer [  ]
	Non-accelerated filer [  ]	Smaller reporting company [X]

  

Indicate by check mark whether the issuer is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes [  ] No [X]

 

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: There were a total of 13,042,952 shares of Common Stock outstanding as of May 14, 2014.

  

 

 

Special Note Regarding Forward-Looking Statements

 

This Quarterly Report on Form 10-Q, including “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Item 2 of Part I of this report include forward-looking statements. These statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance, or achievements expressed or implied by forward-looking statements.

 

In some cases, you can identify forward-looking statements by terminology such as “may,” “should,” “expects,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,” “potential,” “proposed,” “intended,” or “continue” or the negative of these terms or other comparable terminology. You should read statements that contain these words carefully, because they discuss our expectations about our future operating results or our future financial condition or state other “forward-looking” information. There may be events in the future that we are not able to accurately predict or control. Before you invest in our securities, you should be aware that the occurrence of any of the events described in this Quarterly Report could substantially harm our business, results of operations and financial condition, and that upon the occurrence of any of these events, the trading price of our securities could decline and you could lose all or part of your investment. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, growth rates, levels of activity, performance or achievements. We are under no duty to update any of the forward-looking statements after the date of this Quarterly Report to conform these statements to actual results.

 

 

TABLE OF CONTENTS

 

PART I - FINANCIAL INFORMATION
Item 1. Condensed Financial Statements		F-1
Condensed Balance Sheets - March 31, 2014 (unaudited) and December 31, 2013		F-1
Condensed Statements of Operations for the three month periods ended March 31, 2014 and 2013 (unaudited)		F-2
Condensed Statement of Changes in Stockholders’ Equity for the three month period ended March 31, 2014 (unaudited)		F-3
Condensed Statements of Cash Flows for the three month periods ended March 31, 2014 and 2013 (unaudited)		F-4
Notes to Condensed Financial Statements (unaudited)		F-5
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations		4
Item 3. Quantitative and Qualitative Disclosures About Market Risk		9
Item 4. Controls and Procedures		9
PART II - OTHER INFORMATION
Item 1. Legal Proceedings		10
Item 1A. Risk Factors		10
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds		10
Item 3. Defaults Upon Senior Securities		10
Item 4. Mine Safety Disclosures		10
Item 5. Other Information		10
Item 6. Exhibits		10

 

 

Part I – FINANCIAL INFORMATION

 

Item 1. Financial Statements

 

REED’S, INC.

CONDENSED BALANCE SHEETS

 

		March 31, 2014				December 31, 2013
		(unaudited)
ASSETS
Current assets:
Cash		$	1,104,000			$	1,104,000
Trade accounts receivable, net of allowance for doubtful accounts and returns and discounts of $310,000 and $324,000, respectively			2,561,000				2,143,000
Inventory, net of reserve for obsolescence of $181,000 and $176,000, respectively			6,076,000				6,293,000
Prepaid inventory			373,000				256,000
Prepaid and other current assets			181,000				178,000
Total Current Assets			10,295,000				9,974,000
Property and equipment, net of accumulated depreciation of $2,947,000 and $2,796,000, respectively			3,608,000				3,686,000
Brand names			1,029,000				1,029,000
Deferred financing fees, net of amortization of $58,000 and $40,000, respectively			49,000				60,000
Total assets		$	14,981,000			$	14,749,000
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current Liabilities:
Accounts payable		$	3,968,000			$	3,612,000
Accrued expenses			126,000				136,000
Line of credit			4,593,000				4,524,000
Current portion of long term financing obligation			116,000				111,000
Current portion of capital leases payable			63,000				79,000
Current portion of term loan			171,000				165,000
Total current liabilities			9,037,000				8,627,000
Long term financing obligation, less current portion, net of discount of $513,000 and $526,000, respectively			2,129,000				2,147,000
Capital leases payable, less current portion			92,000				106,000
Term loan, less current portion			437,000				482,000
Total Liabilities			11,695,000				11,362,000
Commitments and contingencies
Stockholders’ equity:
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, 19,500,000 shares authorized, 13,042,952 and 12,922,832 shares issued and outstanding, respectively			1,000				1,000
Additional paid in capital			25,395,000				25,276,000
Accumulated deficit			(22,204,000	)			(21,984,000	)
Total stockholders’ equity			3,286,000				3,387,000
Total liabilities and stockholders’ equity		$	14,981,000			$	14,749,000

 

The accompanying notes are an integral part of these condensed financial statements

 

 

REED’S, INC.

CONDENSED STATEMENTS OF OPERATIONS

For the Three Months Ended March 31, 2014 and 2013

(Unaudited)

  

		Three months ended March 31,
		2014				2013
Sales		$	8,950,000			$	8,126,000
Cost of goods sold			6,047,000				5,591,000
Gross profit			2,903,000				2,535,000
Operating expenses:
Delivery and handling expenses			895,000				906,000
Selling and marketing expense			1,068,000				880,000
General and administrative expense			972,000				988,000
Total operating expenses			2,935,000				2,774,000
Loss from operations			(32,000	)			(239,000	)
Interest expense			(188,000	)			(164,000	)
Net loss		$	(220,000	)		$	(403,000	)
Loss per share – basic and diluted		$	(0.02	)		$	(0.03	)
Weighted average number of shares outstanding – basic and diluted			12,965,314				12,320,516

 

The accompanying notes are an integral part of these condensed financial statements

 

 

REED’S, INC.

CONDENSED STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY

For the Three Months Ended March 31, 2014

(unaudited)

 

										Series A								Additional								Total
		Common Stock								Preferred Stock								Paid-In				Accumulated				Stockholders’
		Shares				Amount				Shares				Amount				Capital				Deficit				Equity
Balance, January 1, 2014			12,922,832			$	1,000				9,411			$	94,000			$	25,276,000			$	(21,984,000	)		$	3,387,000
Common shares issued upon e xercise of stock options			120,120				-				-				-				20,000				-				20,000
Fair value vesting of options issued for bonuses and services			-				-				-				-				99,000				-				99,000
Net loss			-				-				-				-				-				(220,000	)			(220,000	)
Balance, March 31, 2014			13,042,952			$	1,000				9,411			$	94,000			$	25,395,000			$	(22,204,000	)		$	3,286,000

 

The accompanying notes are an integral part of these condensed financial statements

 

 

REED’S, INC.

CONDENSED STATEMENTS OF CASH FLOWS

For the Three Months Ended March 31, 2014 and 2013

(Unaudited)

 

		Three Months Ended March 31,
		2014				2013
Cash flows from operating activities:
Net (loss)		$	(220,000	)		$	(403,000	)
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Depreciation and amortization			181,000				145,000
Fair value of stock options issued to employees			99,000				119,000
Fair value of common stock issued for services and bonus			-				5,000
(Decrease) increase in allowance for doubtful accounts			(14,000	)			40,000
Changes in assets and liabilities:
Accounts receivable			(404,000	)			(307,000	)
Inventory			217,000				(507,000	)
Prepaid expenses and inventory and other current assets			(120,000	)			(28,000	)
Accounts payable			356,000				28,000
Accrued expenses			(10,000	)			(24,000	)
Net cash provided by (used in) operating activities			85,000				(932,000	)
Cash flows from investing activities:
Purchase of property and equipment			(73,000	)			(98,000	)
Net cash used in investing activities			(73,000	)			(98,000	)
Cash flows from financing activities:
Proceeds from stock option exercises			20,000				30,000
Payment of deferred financing fees			(7,000	)			-
Principal repayments on long term financing obligation			(25,000	)			(21,000	)
Principal repayments on capital lease obligation			(30,000	)			(16,000	)
Principal repayments on term loan			(39,000	)			(42,000	)
Net draw down (repayment) on line of credit			69,000				642,000
Net cash (used) provided by financing activities			(12,000	)			593,000
Net (decrease) increase in cash			-				(437,000	)
Cash at beginning of period			1,104,000				1,163,000
Cash at end of period		$	1,104,000			$	726,000
Supplemental disclosures of cash flow information:
Cash paid during the period for:
Interest		$	188,000			$	164,000
Non cash investing and financing activities:
Series B Preferred stock converted to common stock		$	-			$	456,000
Common stock issued in settlement of Series A and B preferred stock dividend		$	-			$	74,000

 

The accompanying notes are an integral part of these condensed financial statements

 

 

REED’S, INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS 

Three Months Ended March 31, 2014 and 2013 (UNAUDITED)

 

1. Basis of Presentation

 

The accompanying interim condensed financial statements are unaudited, but in the opinion of management of Reed’s, Inc. (the “Company”), contain all adjustments, which include normal recurring adjustments necessary to present fairly the financial position at March 31, 2014 and the results of operations and cash flows for the three months ended March 31, 2014 and 2013. The balance sheet as of December 31, 2013 is derived from the Company’s audited financial statements.

 

Certain information and footnote disclosures normally included in financial statements that have been prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted pursuant to the rules and regulations of the Securities and Exchange Commission, although management of the Company believes that the disclosures contained in these condensed financial statements are adequate to make the information presented herein not misleading. For further information, refer to the financial statements and the notes thereto included in the Company’s Annual Report on Form 10-K, as filed with the Securities and Exchange Commission on March 25, 2014.

 

The results of operations for the three months ended March 31, 2014 are not necessarily indicative of the results of operations to be expected for the full fiscal year ending December 31, 2014.

 

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosures of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expense during the reporting period. Actual results could differ from those estimates. Those estimates and assumptions include estimates for reserves of uncollectible accounts, inventory obsolescence, analysis of impairments of recorded intangibles, accruals for potential liabilities and assumptions made in valuing stock instruments issued for services.

 

Income (Loss) per Common Share

 

Basic earnings (loss) per share is computed by dividing the net income (loss) applicable to common stock holders by the weighted average number of shares of common stock outstanding during the year. Diluted earnings per share is computed by dividing the net income applicable to common stock holders by the weighted average number of common shares outstanding plus the number of additional common shares that would have been outstanding if all dilutive potential common shares had been issued, using the treasury stock method. Potential common shares are excluded from the computation when their effect is antidilutive.

 

The Company had potentially dilutive securities that consisted of:

 

		March 31, 2014				March 31, 2013
Warrants			101,963				317,253
Series A Preferred Stock			37,644				41,644
Options			440,635				839,669
Total			580,242				1,198,566

 

Recent Accounting Pronouncements

 

There are recent accounting pronouncements issued by the FASB (including its Emerging Issues Task Force), the AICPA, and the Securities Exchange Commission (the “SEC”), such pronouncements are not believed by management to have a material impact on the Company’s present or future financial statements.

 

 

Concentrations

 

The Company’s cash balances on deposit with banks are guaranteed by the Federal Deposit Insurance Corporation up to $250,000. The Company may be exposed to risk for the amounts of funds held in one bank in excess of the insurance limit. In assessing the risk, the Company’s policy is to maintain cash balances with high quality financial institutions. The Company had cash balances in excess of the guarantee during the three months ended March 31, 2014.

 

During the three months ended March 31, 2014 and 2013, the Company had two customers which accounted for approximately 34% and 12% of sales in 2014, and 35% and 10% of sales in 2013, respectively. No other customers accounted for more than 10% of sales in either year. As of March 31, 2014, the Company had accounts receivable due from a customer who comprised $1,057,000 (37%) of its total accounts receivable and as of December 31, 2013 the Company had accounts receivable due from two customers who comprised $571,000 (23%), and $424,000 (17%), respectively, of its total accounts receivable.

 

During the three months ended March 31, 2014, the Company had one vendor which accounted for approximately 25% of all purchases, and in the three months ended March 31, 2013 one vendor who accounted for approximately 28% of all purchases. No other vendor accounted for more than 10% of all purchases in either period. As of March 31, 2014, the Company had two vendors which accounted for approximately 11% and 10% of total accounts payable and as of December 31, 2013 the Company had accounts payable due to one vendor who comprised 23% of its total. No other account was in excess of 10% of the balance of accounts payable as of March 31, 2014 and December 31, 2013.

 

Advertising

 

Advertising costs are expensed as incurred. For the three months ended March 31, 2014 and 2013, advertising costs were $70,000 and $21,000, respectively.

 

Comprehensive Income

 

For the three months ended March 31, 2014 and 2013, the Company had no items of comprehensive income.

 

Fair Value of Financial Instruments

 

The Company uses various inputs in determining the fair value of its investments and measures these assets on a recurring basis. Financial assets recorded at fair value in the balance sheets are categorized by the level of objectivity associated with the inputs used to measure their fair value. Authoritative guidance provided by the FASB defines the following levels directly related to the amount of subjectivity associated with the inputs to fair valuation of these financial assets:

 

Level 1—Quoted prices in active markets for identical assets or liabilities.

Level 2—Inputs, other than the quoted prices in active markets, that are observable either directly or indirectly.

Level 3—Unobservable inputs based on the Company’s assumptions.

 

The Company had no such assets or liabilities recorded to be valued on the basis above at March 31, 2014 or December 31, 2013.

 

2. Inventory

 

Inventory is valued at the lower of cost (first-in, first-out or market) and, net of reserves, is comprised of the following as of:

 

		March 31, 2014				December 31, 2013
Raw Materials and packaging		$	2,885,000			$	3,118,000
Finished Goods			3,191,000				3,175,000
		$	6,076,000			$	6,293,000

 

3. Property and Equipment

 

Property and equipment are comprised of the following as of:

 

		March 31, 2014				December 31, 2013
Land		$	1,108,000			$	1,108,000
Building			1,832,000				1,829,000
Vehicles			337,000				338,000
Machinery and equipment			2,830,000				2,763,000
Office equipment			448,000				444,000
			6,555,000				6,482,000
Accumulated depreciation			(2,947,000	)			(2,796,000	)
		$	3,608,000			$	3,686,000

 

Depreciation expense for the three months ended March 31, 2014 and 2013 was $151,000 and $121,000, respectively.

 

Machinery and equipment at March 31, 2014 and December 31, 2013 includes equipment held under capital leases of $415,000. Accumulated depreciation on equipment held under capital leases was $254,000 on March 31, 2014 and $231,000 on December 31, 2013.

 

 

4. Line of Credit

 

On November 9, 2011, the Company entered into a Loan and Security Agreement with PMC Financial Services Group, LLC (PMC) which provides a $4,500,000 revolving line of credit and a $750,000 term loan (see Note 7). On September 20, 2013, the line of credit was increased to $4,800,000 effective September 1, 2013 to May 31, 2014, after which it will be $4,500,000.

 

At March 31, 2014 and December 31, 2013, the aggregate amount outstanding under the line of credit was $4,593,000 and $4,524,000 respectively. The line of credit is based on 85% of eligible accounts receivable and 50% of eligible inventory, expires on November 7, 2014, and is secured by substantially all of the Company’s assets. The interest rate is at the prime rate plus 3.75% (7% at December 31, 2013). There is an early termination fee of 1% of the maximum revolver amount during 2014. Also on September 20, 2013, the Company was granted an over-advance on its revolving line of credit calculation of $500,000 effective September 1, 2013 to May 31, 2014, after which it will be $200,000.

 

The revolving line of credit agreement includes a financial covenant debt service coverage ratio that is effective only if the credit availability under the revolving line of credit falls below $100,000 and a financial covenant that the Company will not make capital expenditures in excess of $500,000 in any fiscal year. At March 31, 2014, the credit availability under the revolving line of credit was below $100,000. Accordingly at March 31, 2014, the Company was in default under the loan agreement with PMC. This default was waived on May 12, 2014. This revolving line of credit matures on November 8, 2014.

 

5. Term Loan

 

On May 1, 2013 the term loan was increased to $750,000. Other terms of the term loan remain the same. The term loan bears interest at the prime rate plus 11.6%, which shall not be below 14.85%, is secured by all of the unencumbered assets of the Company, and is to be repaid in 48 equal installments of principal and interest of $21,000.

  

		March 31, 2014				December 31, 2013
Term loan		$	608,000			$	647,000
Less current portion			(171,000	)			(165,000	)
Long term debt		$	437,000			$	482,000

 

6. Long-term Financing Obligation

 

In 2009 the Company sold two buildings and its brewery equipment and concurrently entered into a long-term lease agreement for the same property and equipment. In connection with the lease the Company has the option to repurchase the buildings and brewery equipment from 12 months after the commencement date to the end of the lease term at the greater of the fair market value or an agreed upon amount. Since the lease contains a buyback provision and other related terms, the Company determined it had continuing involvement that did not warrant the recognition of a sale; therefore, the transaction has been accounted for as a long-term financing. The proceeds from the sale, net of transaction costs, have been recorded as a financing obligation in the amount of $3,056,000. Monthly payments under the financing agreement are recorded as interest expense and a reduction in the financing obligation at an implicit rate of 9.9%. The financing obligation is personally guaranteed up to a limit of $150,000 by the principal shareholder and Chief Executive Officer.

 

In connection with the financing obligation, the Company issued an aggregate of 400,000 warrants to purchase its common stock at $1.20 per share for five years. The 400,000 warrants were valued at $752,000 and reflected as a debt discount, using the Black Scholes option pricing model. The following assumptions were utilized in valuing the 400,000 warrants: strike price of $2.10 to $2.25; term of 5 years; volatility of 91.36% to 110.9%; expected dividends 0%; and discount rate of 2.15% to 2.20%. The 400,000 warrants were recorded as valuation discount and are being amortized over 15 years, the term of the purchase option.

 

 

Long term financing obligation is comprised of the following as of:

 

		March 31, 2014				December 31, 2013
Financing obligation		$	2,758,000			$	2,784,000
Valuation discount			(513,000	)			(526,000	)
			2,245,000				2,258,000
Less current portion			(116,000	)			(111,000	)
Long term financing obligation		$	2,129,000			$	2,147,000

 

7. Stockholders’ Equity

 

Preferred Stock

 

Series A Preferred stock consists of 500,000 shares $10.00 par value, 5% non-cumulative, participating, preferred stock. As of March 31, 2014 and December 31, 2013, there were 9,411 shares outstanding with a liquidation preference of $10.00 per share.

 

The Series A Preferred shares have a 5% pro-rata annual non-cumulative dividend. The dividend can be paid in cash or, in the sole and absolute discretion of our board of directors, in shares of common stock based on its then fair market value. We cannot declare or pay any dividend on shares of our securities ranking junior to the preferred stock until the holders of our preferred stock have received the full non-cumulative dividend to which they are entitled. In addition, the holders of our preferred stock are entitled to receive pro rata distributions of dividends on an “as converted” basis with the holders of our common stock. There were no dividends accrued or paid for the three months ended March 31, 2014.

 

In the event of any liquidation, dissolution or winding up of the Company, or if there is a change of control event, then, subject to the rights of the holders of our more senior securities, if any, the holders of our Series A preferred stock are entitled to receive, prior to the holders of any of our junior securities, $10.00 per share plus all accrued and unpaid dividends. Thereafter, all remaining assets shall be distributed pro rata among all of our security holders. Since June 30, 2008, we have the right, but not the obligation, to redeem all or any portion of the Series A preferred stock by paying the holders thereof the sum of the original purchase price per share, which was $10.00, plus all accrued and unpaid dividends.

 

The Series A preferred stock may be converted, at the option of the holder, at any time after issuance and prior to the date such stock is redeemed, into four shares of common stock, subject to adjustment in the event of stock splits, reverse stock splits, stock dividends, recapitalization, reclassification and similar transactions. We are obligated to reserve out of our authorized but unissued shares of common stock a sufficient number of such shares to effect the conversion of all outstanding shares of Series A preferred stock.

 

Except as provided by law, the holders of our Series A preferred stock do not have the right to vote on any matters, including, without limitation, the election of directors. However, so long as any shares of Series A preferred stock are outstanding, we shall not, without first obtaining the approval of at least a majority of the holders of the Series A preferred stock, authorize or issue any equity security having a preference over the Series A preferred stock with respect to dividends, liquidation, redemption or voting, including any other security convertible into or exercisable for any equity security other than any senior preferred stock.

 

Common Stock

 

Common stock consists of $.0001 par value, 19,500,000 shares authorized, 13,042,952 shares issued and outstanding as of March 31, 2014 and 12,922,832 shares issued and outstanding as of December 31, 2013.

 

 

8. Stock Based Compensation

 

Stock Options

 

Total stock-based compensation recognized on the Company’s statement of operations for the three months ended March 31, 2014 and 2013 was $99,000 and $119,000, respectively. As of March 31, 2014, the aggregate value of unvested options was $473,290, which will vest over an average period of three to four years. There were 178,700 stock options exercised in the three months ended March 31, 2014 at exercise prices between $1.14 and $4.00. The Company received $20,000 for 5,000 of such exercises and allowed cash-less exercise of 180,367 of such options, issuing 120,836 shares of common stock for a total of 120,120 shares issued relative to stock options in the three months ended March 31, 2014.

 

Stock options granted under our equity incentive plans generally vest over 3 years from the date of grant, at 33% per year, and expire 5 years from the date of grant. The following table summarizes stock option activity for the three months ended March 31, 2014:

 

		Shares				Weighted-Average Exercise Price				Weighted-Average Remaining Contractual Terms (Years)				Aggregate Intrinsic Value
Outstanding at January 1, 2014			639,334			$	3.18
Granted			-				-
Exercised			(178,700	)			2.70
Forfeited or expired			(20,000	)			4.00
Outstanding at March 31, 2014			440,634			$	3.35				3.5			$	1,037,000
Exercisable at March 31, 2014			209,785			$	3.20				3.1			$	671,000

 

The aggregate intrinsic value was calculated as the difference between the market price, which was $5.69, and the exercise price of the Company’s common stock as of March 31, 2014.

 

The following table summarizes information about stock options at March 31, 2014:

 

			Options Outstanding at March 31, 2014												Options Exercisable at March 31, 2014
Range of Exercise Price			Number of Shares Outstanding				Weighted Average Remaining Contractual Life (years)				Weighted Average Exercise Price				Number of Shares Exercisable				Weighted Average Exercise Price
$0.01 - $1.99			124,500				2.7				$	1.28			95,851				$	1.23
$2.00 - $4.99				296,134				3.7			$	3.98				113,934			$	3.55
$5.00 - $6.99				20,000				4.6			$	6.70				-				-
				440,634												209,785

 

Stock Warrants

 

During the three months ended March 31, 2014, no warrants were either granted or exercised. The following table summarizes stock warrant activity for the three months ended March 31, 2014:

 

		Shares				Weighted-Average Exercise Price				Weighted-Average Remaining Contractual Terms (Years)				Aggregate Intrinsic Value
Outstanding at December 31, 2013			101,963			$	2.30
Granted			-				-
Exercised			-				-
Forfeited or expired			-				-
Outstanding at March 31, 2014			101,963			$	2.30				1.1			$	345,417
Exercisable at March 31, 2014			101,963			$	2.30				1.1			$	345,417

 

The intrinsic value was calculated as the difference between the market price, which was $5.69, and the exercise price of the Company’s common stock, as of March 31, 2014.

 

 

9. Income Taxes

 

For the three months ended March 31, 2014 and 2013, net loss was $220,000 and $403,000, respectively. Consequently, our provision for income taxes was zero.

 

In accordance with Accounting Standards Codification (“ASC”) 740-10, Income Taxes, the Company evaluates its deferred tax assets to determine if a valuation allowance is required based on the consideration of all available evidence using a “more likely than not” standard, with significant weight being given to evidence that can be objectively verified. This assessment considers, among other matters, the nature, frequency and severity of current and cumulative losses, forecasts of future profitability; the length of statutory carryover periods for operating losses and tax credit carryovers; and available tax planning alternatives. Our deferred tax assets are composed primarily of U.S. federal net operating loss carryforwards. Based on available objective evidence, management believes it is more likely than not that these deferred tax assets are not recognizable and will not be recognizable until its determined that we have sufficient taxable income. Under ASC 740-10, we may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position should be measured based on the largest benefit that has a greater than fifty percent likelihood of being realized upon ultimate settlement. ASC 740-10 also provides guidance on de-recognition, classification, interest and penalties on income taxes, accounting in interim periods, and disclosures. As of March 31, 2014 or 2013 the Company did not have a liability for unrecognized tax uncertainties.

 

10. Subsequent Events

 

On April 10, 2014, a total of 257,500 stock options were granted to employees and consultants.  These options vest between three and four years and have a strike price of $5.05 per share.  These options were valued at $629,000 using the Black-Scholes pricing model and will be expensed to the Company’s income statement as they vest.

 

  

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

 

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our financial statements and the related notes appearing elsewhere in this report. This discussion and analysis may contain forward-looking statements based on assumptions about our future business.

 

Overview

 

The results for our first quarter of 2014 reflect continuing strong growth in sales volume among all of our products. Our gross sales (see below) increased 11% over the first quarter in 2013. Promotional spending stayed flat at approximately 11% of gross sales in both quarters. We believe that promotional spending is producing a good return on investment, in the form of increased market penetration and a higher floor of recurring business.

 

Our direct cost of tangible goods sold increased to 62% in the first fiscal quarter of 2014, from 60% in the same period in 2013. This is due to price increases from a primary supplier. We are working to off-set these increases by shifting production to our factory in Los Angeles as improvements to productivity continue to be realized there.

 

We have placed a high focus on upgrading our Los Angeles plant equipment in 2014 and on increasing its capacity. This increased production and stronger efforts to control manufacturing costs are responsible for reducing Idle Capacity costs by $215,000 over the same period last year, down to 5% of net sales in the first fiscal quarter of 2014, from 8% in the same period in 2013 As we increase production volume of our branded products in our Los Angeles plant, we will also reduce the cross-country freight that we are currently incurring to move products to West Coast customers. As our sales base grows, our excess plant costs become a smaller portion of our overall cost of sales. We anticipate that this cost will continue to decline as plant production increases.

 

We have gained a solid #2 position in sales of Kombucha nationally. We believe that there is a strong opportunity to gain additional market share and expand this product line with both our existing and new customers. As we expand, we will improve our production techniques, add additional flavors, and update our packaging.

 

 

Results of Operations

 

The following table sets forth key statistics for the three months ended March 31, 2014 and 2013, respectively.

 

		Three Months Ended
		March 31,								Pct.
		2014				2013				Change
Gross sales, net of discounts & returns *			10,122,000				9,138,000				11	%
Less: Promotional and other allowances**			1,172,000				1,012,000				16	%
Net sales			8,950,000				8,126,000				10	%
Cost of tangible goods sold			5,577,000				4,905,000				14	%
As a percentage of:
Gross sales			55	%			54	%
Net sales			62	%			60	%
Cost of goods sold – idle capacity			470,000				686,000				-31	%
As a percentage of net sales			5	%			8	%
Gross profit			2,903,000				2,535,000				15	%
Gross profit margin as a percentage of net sales			32	%			31	%

 

* Gross sales is used internally by management as an indicator of and to monitor operating performance, including sales performance of particular products, salesperson performance, product growth or declines and overall Company performance. The use of gross sales allows evaluation of sales performance before the effect of any promotional items, which can mask certain performance issues. We therefore believe that the presentation of gross sales provides a useful measure of our operating performance. Gross sales is not a measure that is recognized under GAAP and should not be considered as an alternative to net sales, which is determined in accordance with GAAP, and should not be used alone as an indicator of operating performance in place of net sales. Additionally, gross sales may not be comparable to similarly titled measures used by other companies, as gross sales has been defined by our internal reporting practices. In addition, gross sales may not be realized in the form of cash receipts as promotional payments and allowances may be deducted from payments received from certain customers.

 

** Although the expenditures described in this line item are determined in accordance with GAAP and meet GAAP requirements, the disclosure thereof does not conform with GAAP presentation requirements. Additionally, our definition of promotional and other allowances may not be comparable to similar items presented by other companies. Promotional and other allowances primarily include consideration given to the Company’s distributors or retail customers including, but not limited to the following: (i) reimbursements given to the Company’s distributors for agreed portions of their promotional spend with retailers, including slotting, shelf space allowances and other fees for both new and existing products; (ii) the Company’s agreed share of fees given to distributors and/or directly to retailers for in-store marketing and promotional activities; (iii) the Company’s agreed share of slotting, shelf space allowances and other fees given directly to retailers; (iv) incentives given to the Company’s distributors and/or retailers for achieving or exceeding certain predetermined sales goals; and (v) discounted or free products. The presentation of promotional and other allowances facilitates an evaluation of their impact on the determination of net sales and the spending levels incurred or correlated with such sales. Promotional and other allowances constitute a material portion of our marketing activities. The Company’s promotional allowance programs with its numerous distributors and/or retailers are executed through separate agreements in the ordinary course of business. These agreements generally provide for one or more of the arrangements described above and are of varying durations, ranging from one week to one year.

 

 

Three months ended March 31, 2014 Compared to Three months ended March 31, 2013

 

Sales

 

Sales of $8,950,000 for the three months ended March 31, 2014 represented an increase of 10% from $8,126,000 in the prior year same period. Sales growth was driven primarily by a 143% increase in sales of Kombucha, a 23% increase in our other branded products, which were offset by a 45% decrease in private label product sales.

 

Cost of Tangible Goods Sold

 

Cost of tangible goods sold consists of the costs of raw materials utilized in the manufacture of products, co-packing fees, repacking fees, in-bound freight charges, inventory adjustments, as well as certain internal transfer costs. Our costs of tangible goods sold of $5,577,000 for the three months ended March 31, 2014 represents an increase of 14% from the same period in 2013. This increase is attributable to increased sales and price increases from a primary supplier.

 

Cost of Goods Sold – Idle Capacity

 

Cost of goods sold – idle capacity consists of direct production costs of our Los Angeles plant in excess of charges allocated to our finished goods in production. Plant costs include labor costs, production supplies, repairs and maintenance, and depreciation. Our charges for labor and overhead allocated to our finished goods are determined on a market cost basis, which is lower than our actual costs incurred. Plant costs in excess of production allocations are expensed in the period incurred rather than added to the cost of finished goods produced. Idle capacity expenses decreased to $470,000 in the three months ended March 31, 2014, from $686,000 in 2013. This improvement is primarily due to increased production in our Los Angeles plant during the first quarter of 2014 and our ability to allocate more fixed and semi-fixed plant costs to that production.

 

Gross Profit

 

As a result of our increased sales, our gross profit increased $368,000 or 15% over 2013, to $2,903,000 in the three months ended March 31, 2014 from $2,535,000 in 2013. As a percentage of sales, our gross profit in the first fiscal quarter of 2014 increased to 32%, compared to 31% in the same period of 2013.

 

Delivery and Handling Expenses

 

Delivery and handling expenses consist of delivery costs to customers and warehouse costs incurred for handling our finished goods after production. Delivery and handling costs decreased by 1% to $895,000 in the three months ended March 31, 2014 compared $906,000 over the same period in 2013. This $11,000 decrease is attributable to $53,000 savings in delivery costs offset by a $41,000 increase in warehousing costs. These increases in warehousing costs are primarily due to increased volume and the addition of several new cold-storage facilities for our Kombucha.

 

Selling and marketing expenses

 

Selling and marketing expenses consist primarily of direct charges for staff compensation costs, advertising, sales promotion, marketing and trade shows. Selling and marketing costs increased $188,000 overall to $1,068,000 in the three months ended March 31, 2014 from $880,000 in 2013. This increase over last year is primarily due to an increase in advertising and trade show expenses of $123,000 and increased compensation expenses of $110,000, offset by decreased general department administration expenses of $45,000.

 

General and Administrative Expenses

 

General and administrative expenses consist primarily of the cost of executive, administrative, and finance personnel, as well as professional fees. General and administrative expenses decreased $16,000 to $972,000 during the three months ended March 31, 2014 from $988,000 in the same period of 2013. This reduction is primarily due to reductions in administrative management.

 

Income/Loss from Operations

 

Our loss from operations was $(32,000) in the three months ended March 31, 2014, as compared to a loss of $(239,000) in the same period of 2013. This $207,000 improvement over last year is the result of $367,000 higher gross margin reduced by increased operating expenses of approximately $160,000.

 

Interest Expense

 

Interest expense increased $24,000 to $188,000 in the three months ended March 31, 2014, compared to interest expense of $164,000 in the same period of 2013. The increase is primarily due to increased borrowing on our revolving line of credit.

 

 

Modified EBITDA

 

The Company defines modified EBITDA (a non-GAAP measurement) as net loss before interest, taxes, depreciation and amortization, and non-cash expense for securities. Other companies may calculate modified EBITDA differently. Management believes that the presentation of modified EBITDA provides a measure of performance that approximates cash flow before interest expense, and is meaningful to investors.

 

MODIFIED EBITDA SCHEDULE

 

		Three Months Ended March 31,
		2014				2013
Net loss		$	(220,000	)		$	(403,000	)
Modified EBITDA adjustments:
Depreciation and amortization			181,000				145,000
Interest expense			188,000				164,000
Stock option compensation			99,000				119,000
Total EBITDA adjustments			468,000				428,000
Modified EBITDA income from operations		$	248,000			$	25,000

 

This $223,000 improvement in modified EBITDA for the three months ended March 31, 2014 over the same period last year is primarily due to increased gross profits of $368,000 offset by increased departmental expenses of $161,000.

 

Liquidity and Capital Resources

 

As of March 31, 2014, we had stockholders equity of $3,286,000 and we had working capital of $1,258,000, compared to stockholders equity of $3,387,000 and working capital of $1,347,000 at December 31, 2013. The decrease in our working capital of $89,000 was primarily a result of purchases of new factory machinery.

 

Our cash and cash equivalents at March 31, 2014 stayed level with December 31, 2013, at $1,104,000. Net cash provided by operating activities of $85,000 for the three months ended March 31, 2014, represents an improvement of $1,017,000 compared to the same period last year. This is primarily due to improved operating performance of $183,000, reductions of inventory levels of $217,000, and increases in accounts payable of $356,000.

 

Our Loan and Security Agreement with PMC Financial Services Group, LLC provides a $4.5 million revolving line of credit and a $750,000 term loan. The revolving line of credit is based on 85% of eligible accounts receivable and 50% of eligible inventory. The interest rate on the revolving line of credit is at the prime rate plus 3.75%. The term loan is for $750,000 and bears interest at the prime rate plus 11.6%, which shall not be below 14.85%, is secured by all of the unencumbered assets of the Company, and is to be repaid in 48 equal installments of principal and interest of $21,000. On May 1, 2013 the term loan was increased back to the original balance of $750,000 under the same terms as the existing term loan. The Company was granted an over advance on its revolving line of credit of $500,000 and a temporary increase in the line amount to $4,800,000, both for a six month period ending February 28, 2014. At March 31, 2014, our term loan balance was $608,000.

 

We believe that the Company currently has the necessary working capital to support existing operations for at least the next 12 months. Our primary capital source will be positive cash flow from operations. If our sales goals do not materialize as planned, we believe that the Company can reduce its operating costs and can be managed to maintain positive cash flow from operations. Historically, we have financed our operations primarily through private sales of common stock, preferred stock, convertible debt, a line of credit from a financial institution and cash generated from operations.

 

We may not generate sufficient revenues from product sales in the future to achieve profitable operations. If we are not able to achieve profitable operations at some point in the future, we eventually may have insufficient working capital to maintain our operations as we presently intend to conduct them or to fund our expansion and marketing and product development plans. In addition, our losses may increase in the future as we expand our manufacturing capabilities and fund our marketing plans and product development. These losses, among other things, have had and may continue to have an adverse effect on our working capital, total assets and stockholders’ equity. If we are unable to achieve profitability, the market value of our common stock would decline and there would be a material adverse effect on our financial condition.

 

 

If we suffer losses from operations, our working capital may be insufficient to support our ability to expand our business operations as rapidly as we would deem necessary at any time, unless we are able to obtain additional financing. There can be no assurance that we will be able to obtain such financing on acceptable terms, or at all. If adequate funds are not available or are not available on acceptable terms, we may not be able to pursue our business objectives and would be required to reduce our level of operations, including reducing infrastructure, promotions, personnel and other operating expenses. These events could adversely affect our business, results of operations and financial condition. If adequate funds are not available or if they are not available on acceptable terms, our ability to fund the growth of our operations, take advantage of opportunities, develop products or services or otherwise respond to competitive pressures, could be significantly limited.

 

Critical Accounting Policies and Estimates

 

Our financial statements are prepared in accordance with accounting principles generally accepted in the United States of America, or GAAP. GAAP requires us to make estimates and assumptions that affect the reported amounts in our financial statements including various allowances and reserves for accounts receivable and inventories, the estimated lives of long-lived assets and trademarks and trademark licenses, as well as claims and contingencies arising out of litigation or other transactions that occur in the normal course of business. The following summarize our most significant accounting and reporting policies and practices:

 

Revenue Recognition. Revenue is recognized on the sale of a product when the product is shipped, which is when the risk of loss transfers to our customers, and collection of the receivable is reasonably assured. A product is not shipped without an order from the customer and credit acceptance procedures performed. The allowance for returns is regularly reviewed and adjusted by management based on historical trends of returned items. Amounts paid by customers for shipping and handling costs are included in sales. The Company reimburses its wholesalers and retailers for promotional discounts, samples and certain advertising and promotional activities used in the promotion of the Company’s products. The accounting treatment for the reimbursements for samples and discounts to wholesalers results in a reduction in the net revenue line item. Reimbursements to wholesalers and retailers for certain advertising activities are included in selling and marketing expenses.

 

Cost of Tangible Goods Sold - Cost of tangible goods sold consists of the costs of raw materials utilized in the manufacture of products, co-packing fees, repacking fees, in-bound freight charges, as well as certain internal transfer costs. Raw materials account for the largest portion of the cost of sales. Raw materials include cans, bottles, other containers, ingredients and packaging materials.

 

Cost of goods sold – Idle Capacity - Cost of goods sold – idle capacity consists of direct production costs in excess of charges allocated to finished goods. Our charges for labor and overhead allocated to our finished goods are determined on a cost basis. Plant costs include labor costs, production supplies, and repairs and maintenance. Plant costs in excess of production allocations are expensed in the period incurred.

 

Long-Lived Assets. Our management regularly reviews property, equipment and other long-lived assets, including identifiable amortizing intangibles, for possible impairment. This review occurs quarterly or more frequently if events or changes in circumstances indicate the carrying amount of the asset may not be recoverable. If there is indication of impairment of property and equipment or amortizable intangible assets, then management prepares an estimate of future cash flows (undiscounted and without interest charges) expected to result from the use of the asset and its eventual disposition. If these cash flows are less than the carrying amount of the asset, an impairment loss is recognized to write down the asset to its estimated fair value. The fair value is estimated at the present value of the future cash flows discounted at a rate commensurate with management’s estimates of the business risks. Quarterly, or earlier, if there is indication of impairment of identified intangible assets not subject to amortization, management compares the estimated fair value with the carrying amount of the asset. An impairment loss is recognized to write down the intangible asset to its fair value if it is less than the carrying amount. Preparation of estimated expected future cash flows is inherently subjective and is based on management’s best estimate of assumptions concerning expected future conditions. No impairments were identified during the three months ended March 31, 2014.

 

Management believes that the accounting estimate related to impairment of our long lived assets, including our trademark license and trademarks, is a “critical accounting estimate” because: (1) it is highly susceptible to change from period to period because it requires management to estimate fair value, which is based on assumptions about cash flows and discount rates; and (2) the impact that recognizing an impairment would have on the assets reported on our balance sheet, as well as net income, could be material. Management’s assumptions about cash flows and discount rates require significant judgment because actual revenues and expenses have fluctuated in the past and we expect they will continue to do so.

 

 

In estimating future revenues, we use internal budgets. Internal budgets are developed based on recent revenue data for existing product lines and planned timing of future introductions of new products and their impact on our future cash flows.

 

Accounts Receivable. We evaluate the collectability of our trade accounts receivable based on a number of factors. In circumstances where we become aware of a specific customer’s inability to meet its financial obligations to us, a specific reserve for bad debts is estimated and recorded which reduces the recognized receivable to the estimated amount our management believes will ultimately be collected. In addition to specific customer identification of potential bad debts, bad debt charges are recorded based on our historical losses and an overall assessment of past due trade accounts receivable outstanding.

 

Inventories. Inventories are stated at the lower of cost to purchase and/or manufacture the inventory or the current estimated market value of the inventory. We regularly review our inventory quantities on hand and record a provision for excess and obsolete inventory based primarily on our estimated forecast of product demand and/or our ability to sell the product(s) concerned and production requirements. Demand for our products can fluctuate significantly. Factors that could affect demand for our products include unanticipated changes in consumer preferences, general market conditions or other factors, which may result in cancellations of advance orders or a reduction in the rate of reorders placed by customers. Additionally, our management’s estimates of future product demand may be inaccurate, which could result in an understated or overstated provision required for excess and obsolete inventory.

 

Stock-Based Compensation. We periodically issue stock options and warrants to employees and non-employees in non-capital raising transactions for services and for financing costs. The Company accounts for stock option and warrant grants issued and vesting to employees based on FASB ASC Topic 718 “Compensation – Stock Compensation”, whereas the award is measured at its fair value at the date of grant and is amortized ratably over the vesting period. We account for stock option and warrant grants issued and vesting to non-employees in accordance with FASB ASC Topic 505 “Equity” whereby the fair value of the stock compensation is based on the measurement date as determined at either (a) the date at which a performance commitment is reached, or (b) at the date at which the necessary performance to earn the equity instrument is complete.

 

We estimate the fair value of stock options using the Black-Scholes option-pricing model, which was developed for use in estimating the fair value of options that have no vesting restrictions and are fully transferable. This model requires the input of subjective assumptions, including the expected price volatility of the underlying stock and the expected life of stock options. Projected data related to the expected volatility of stock options is based on the historical volatility of the trading prices of the Company’s common stock and the expected life of stock options is based upon the average term and vesting schedules of the options. Changes in these subjective assumptions can materially affect the fair value of the estimate, and therefore the existing valuation models do not provide a precise measure of the fair value of our employee stock options.

 

We believe there have been no significant changes, during the three month period ended March 31, 2014, to the items disclosed as critical accounting policies and estimates in Management’s Discussion and Analysis of Financial Condition and Results of Operations in the Company’s Annual Report on Form 10-K for the year ended December 31, 2013.

 

Recent Accounting Pronouncements

 

There were recent accounting pronouncements issued by the FASB (including its Emerging Issues Task Force), the AICPA, and the Securities Exchange Commission (the “SEC”), such pronouncements are not believed by management to have a material impact on the Company’s present or future financial statements.

 

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

 

A smaller reporting company is not required to provide the information required by this Item.

 

Item 4. Controls and Procedures.

 

Evaluation of Disclosure Controls and Procedures

 

Under the supervision and with the participation of our management, including our Chief Executive Officer and our Interim Chief Financial Officer, we conducted an evaluation of our disclosure controls and procedures, as such term is defined under Securities and Exchange Act of 1934 Rules 13a-15(f). Based on this evaluation, our Interim Chief Executive Officer and our Chief Financial Officer concluded that the Company’s disclosure controls and procedures were effective as of March 31, 2014.

 

Changes in Internal Control Over Financial Reporting

 

There have been no changes in the Company’s internal control over financial reporting during the three months ended March 31, 2014 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

 

 

PART II – OTHER INFORMATION

 

Item 1. Legal Proceedings

 

We are subject to various legal proceedings from time to time in the ordinary course of business, none of which are required to be disclosed under this Item 1.

 

Item 1A. Risk Factors

 

A smaller reporting company is not required to provide the information required by this Item.

 

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

 

None

 

Item 3. Defaults Upon Senior Securities

 

None

 

Item 4. Mine Safety Disclosures

 

Not applicable.

 

Item 5. Other Information

 

 

Item 6. Exhibits

 

Exhibit No.		Description
31.1		Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*
31.2		Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*
32.1		Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.*
32.2		Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.*

 

101.INS	XBRL Instance Document*
101.SCH	XBRL Taxonomy Extension Schema Document*
101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document*
101.DEF	XBRL Taxonomy Extension Definition Linkbase Document*
101.LAB	XBRL Taxonomy Extension Label Linkbase Document*
101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document*

 

---

*filed herewith

 

In accordance with SEC Release 33-8238, Exhibits 32.1 and 32.2 are being furnished and not filed.

 

Furnished herewith, XBRL (Extensive Business Reporting Language) information is furnished and not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.

 

 

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 thereunto duly authorized.

 

	Reed’s, Inc. (Registrant)
Date: May 14, 2014	/s/ Christopher J. Reed
	Christopher J. Reed
	President and Chief Executive Officer
	(Principal Executive Officer)
Date: May 14, 2014	/s/ David J. Williams
	David J. Williams
	Interim Chief Financial Officer
	(Principal Financial Officer)