Item
2.02. Results of Operations and Financial Condition.
On
August 13, 2019, Reed’s Inc., a Delaware corporation (the “Company”) issued a press release announcing its 2019
second 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 August 13, 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. 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.
A
reconciliation of Modified EBITDA to net income (loss) for the three month periods ended June 30, 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 August 13, 2019, available online at
www.sec.gov
.