Item
9.01. Financial Statements and Exhibits.
(d)
Exhibits.
Cautionary
Note Regarding Preliminary Financial Information, Financial Guidance and Growth
This
release should be read in conjunction with the financial statements and management’s discussion and analysis (“MD&A”)
included in the Company’s filings with the Securities and Exchange Commission (“SEC”), as well as the matters discussed
under “Risk Factors” in the Company’s Form 10-K for the fiscal year ended December 31, 2021 as updated by the Company’s
filings with the SEC. The audited annual consolidated financial statements of the Company for the year ended December 31, 2022, and related
MD&A are expected to be released on or before March 31, 2023.
Preliminary
financial information, financial guidance and growth disclosure have been prepared by management based on information available to it
as of the date hereof and should not be viewed as a substitute for full financial statements prepared in accordance with GAAP. Estimated
preliminary results are subject to completion of our customary quarterly and annual financial closing and audit and review procedures
and are not comprehensive statements of our financial results for the three months and fiscal year ended December 31, 2022 and are subject
to adjustments as a result of such procedures. In addition, preliminary financial information and growth disclosure is not necessarily
indicative of the results to be achieved in any future period. As a result, actual results may differ materially from the preliminary
results shown above and will not be publicly available until the Company reports its fourth quarter and full year fiscal 2022 results
in March 2023. In addition, this preliminary financial information and guidance is not necessarily indicative of the results to be achieved
in any future period. Our financial statements and related notes as of and for the fiscal year ended December 31, 2022 is expected to
be filed with the SEC during March of 2023.
Reed’s
2023 guidance reflects year-to-date and expected future business trends and includes continuing impacts of COVID-19 on the supply chain
and logistics 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 2023 guidance. These risks could materially impact our ability to access raw materials,
production, transportation and/or other logistics needs.
We
include Modified EBITDA for the reasons as described under the heading “Modified EBITDA” below. We encourage you to review
our financial information in its entirety and not rely on a single financial measure.
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, 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.
Forward-Looking
Statements
This
press release contains forward-looking statements within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation
Reform Act of 1995. These forward-looking statements are typically identified by terms such as “estimate,” “expect,”
“project”, “anticipate”, “guidance,” “intend,” “financial outlook,” “plan,
“will,” “approximately”, and similar expressions. These forward-looking statements are based on current expectations
and include our expectations with respect to preliminary financial results for the three months and full year ended December 31, 2022,
financial guidance for fiscal year 2023 and growth disclosure. 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 2023 guidance reflects year-to-date and expected future business trends and includes impacts of COVID-19 on the supply chain
and logistics 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 2023 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, 2023. The risks and uncertainties referred to above include, but are not limited to: risks associated
with current economic uncertainties tied to the COVID-19 pandemic, including but not limited to its effect on customer demand for the
our products and services and the impact of potential delays in supply of product inputs and customer payments; 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 need for significant capital; our ability to develop and expand strategic and third party distribution channels; our
dependence on third party suppliers, brewers and distributors 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 war, conflict or acts of terrorism; 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 15, 2022
and subsequent reports filed with the Securities and Exchange Commission, which are 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.
