Item
2.02. Results of Operations and Financial Condition.
On
May 14, 2019, Reed’s Inc., a Delaware corporation (the “Company”) issued a press release announcing its 2019
first quarter 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, Tuesday May 14, 2019, to discuss its fourth quarter
results. This conference call can be accessed via a link on Reed’s investor website at http://investor.reedsinc.com/ under
the “Events & Presentations” section or directly at http://public.viavid.com/index.php?id=134390. To listen to
the live call over the Internet, please go to Reed’s website at least fifteen minutes early to register, download and install
any necessary audio software. Additionally, the call may be accessed with the toll-free dial-in number, 1-(877) 425-9470 (U.S.);
or 1-(201) 389-0878 (International). Please dial in at least five minutes before the start of the conference call.
A
replay of the webcast will be archived on the Company’s website at http://investor.reedsinc.com/ under the “Events
& Presentations” section for approximately 90 days.
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.
Forward
Looking Statements
Some
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 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. The Company undertakes no obligation to
publicly update any forward-looking statement, whether as a result of new information, future events, or otherwise
Use
of Non-GAAP Measures
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, depreciation and amortization,
stock-based compensation, changes in fair value of warrant expense, 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
that period. 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. A reconciliation of Modified EBITDA to
net income (loss) for the three month periods ended March 31, 2019 and 2018 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 April 14, 2019, available online at
www.sec.gov
.