AND EXCHANGE COMMISSION
to Section 13 or 15(d) of the
Exchange Act of 1934
of Report (Date of earliest event reported): May 16, 2018
name of registrant as specified in its charter)
or other jurisdiction
South Spring Street, Los Angeles, California 90061
of principal executive offices and zip code)
name or former address if changed since last report)
telephone number, including area code: (310) 217-9400
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:
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)|
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)|
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))|
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))|
2.02. Results of Operations and Financial Condition.
May 14, 2018, Reed’s Inc., a Delaware corporation (the “Company”) conducted a conference to discuss its 2018
first quarter results.. A replay of the conference is available on the Company’s website by logging on via the “Investors”
section at www.reedsinc.com. A transcript of that call is attached as Exhibit 99.1 to this Current Report on Form 8-K.
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.
portions of the press release, particularly those describing the Company’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 the Company 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 Company’s business plans, 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 the Company that they will achieve such forward-looking statements. For further details, 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. The Company undertakes no obligation to publicly update any forward-looking statement, whether as a result
of new information, future events, or otherwise
of Non-GAAP Measures
EBITDA is used as a supplemental measure of the Company’s 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. The Company
defines Modified EBITDA as net income (loss), plus interest expense, depreciation and amortization, stock-based compensation,
impairments and changes in fair value of warrant expenses. Management believes that disclosure of Modified EBITDA offers an additional
view of the Company’s operations that, when coupled with the GAAP results, provides a more complete understanding of the
Company’s financial results. Modified EBITDA may not be comparable to similarly titled measures used by other companies,
and it excludes financial information that some may consider important in evaluating the Company’s performance. A reconciliation
of Modified EBITDA to net income (loss) for the three month periods ended March 31, 2018 and 2017 is included in the accompanying
financial schedules to the press release. For further information, please refer to the Company’s Quarterly Report on Form
10-Q to be filed with the SEC on or about May 15, 2018, available online at www.sec.gov.
9.01. Financial Statements and Exhibits.
following exhibit relating to Item 2.02 shall be deemed to be furnished, and not filed:
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.
||a Delaware corporation|
May 16, 2018