Item 2. Management’s Discussion and Analysis
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.
In addition to our GAAP results, the following
discussion includes Modified EBITDA as a supplemental measure of our performance. We present Modified EBITDA because we believe it assists
investors and analysts in comparing our performance across reporting periods on a consistent basis by excluding items that we do not
believe are indicative of our core operating performance. In addition, we use Modified EBITDA in developing our internal budgets, forecasts
and strategic plan; in analyzing the effectiveness of our business strategies in evaluating potential acquisitions; making compensation
decisions; and in communications with our board of directors concerning our financial performance. 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.
The following discussion also includes the
use of gross billing, a key performance indicator and metric. Gross billing represents invoiced amounts to distributors and retailers,
excluding sales adjustments. Gross billing may include deductions from MSRP or “list price”, where applicable, and excludes
promotional costs of generating such sales. Management utilizes gross billing to monitor operating performance of products and salespersons,
which performance can be masked by the effect of promotional or other allowances. Management believes that the presentation of gross
billing provides a useful measure of Reed’s operating performance.
Overview
During
the second quarter of 2021, the Company fully utilized their expanded network of co-packers and continues to adhere to strict set of
quality protocols. In addition to our traditional sales channels, the Company is expanding in the club, drug, convenience and
ecommerce channels including their branded web sites and Amazon to offer its line of shots, ginger candy and drinks packaged in cans.
The
Company remains focused on driving sales growth and improving margin. The sales growth focus is on channel expansion, new product introduction
and improved sales execution. The margin enhancement initiative is driven by co-packer upgrades, better leveraged purchasing and improved
efficiency. Underpinning these initiatives is a focus on strategically reducing operating costs. However, the Company experienced elevated
raw material and transportation costs over the prior year and anticipates these costs to remain elevated for the balance of the
year. Plans have been developed to mitigate the impact of these costs.
COVID-19
Considerations
During
the period ended June 30, 2021, the COVID-19 pandemic has impacted our operating results and the Company anticipates a continued impact
for the balance of the year. In addition, the pandemic may cause reduced demand for our products if, for example, the pandemic results
in a recessionary economic environment which negatively effects the consumers who purchase our products. Based on the recent increase
in demand for our products, we believe that over the long term, there will continue to be strong demand for our products.
Through
June 30, 2021, the Company has experienced higher transportation expenses as the capacity in the freight market has not kept up with
demand. The Company believes that costs will continue to increase throughout the year. In addition, the Company experienced increases
in the pricing of several of its raw materials and delays in procuring several of these items. However, mitigation plans are being
implemented to manage this risk.
1
Our
ability to operate without significant incremental negative operational impact from the COVID-19 pandemic will in part depend on our
ability to protect our employees and our supply chain. The Company has endeavored to follow the recommended actions of government and
health authorities to protect our employees. Since the inception of the COVID-19 pandemic and through June 30, 2021, we maintained the
consistency of our operations during the onset of the COVID-19 pandemic. We will continue to innovate in managing our business, coordinating
with our employees and suppliers to do our part in the infection prevention and remain flexible in responding to our customers and suppliers.
However, the uncertainty resulting from the pandemic could result in an unforeseen disruption to our workforce and supply chain (for
example an inability of a key supplier or transportation supplier to source and transport materials) that could negatively impact our
operations.
Net
sales for the six months ended June 30, 2021 were up 15% from the prior year period. Through June 30, 2021, we continue to generate cash
flows to meet our short-term liquidity needs, and we expect to maintain access to the capital markets. We have also not observed any
material impairments of our assets or a significant change in the fair value of our assets due to the COVID-19 pandemic.
Results
of Operations – Three months ended June 30, 2021
The
following table sets forth key statistics for the three months ended June 30, 2021 and 2020, respectively, in thousands.
Three Months Ended June 30,
Pct.
2021
2020
Change
Gross billing (A)
$ 12,626
$ 12,229
3 %
Less: Promotional and other allowances (B)
1,356
1,376
-1 %
Net sales
$ 11,270
$ 10,853
4 %
Cost of goods sold
8,001
7,865
2 %
% of Gross billing
63 %
64 %
% of Net sales
71 %
72 %
Gross profit
$ 3,269
$ 2,988
9 %
% of Net sales
29 %
28 %
Expenses
Delivery and handling
$ 2,508
$ 1,480
70 %
% of Net sales
22 %
14 %
Dollar per case ($)
3.53
2.27
Selling and marketing
2,634
1,585
66 %
% of Net sales
23 %
15 %
General and administrative
1,836
1,357
35 %
% of Net sales
16 %
12 %
Total operating expenses
6,978
4,422
58 %
Loss from operations
$ (3,709 )
$ (1,434 )
159 %
Interest expense and other income (expense)
568
(316 )
-279 %
Net loss
$ (3,141 )
$ (1,750 )
80 %
Loss per share – basic and diluted
$ (0.03 )
$ (0.03 )
18 %
Weighted average shares outstanding - basic & diluted
90,801,842
59,514,620
53 %
(A)
We define gross billing as the total sales for the Company unadjusted for costs related to generating those sales. Management
utilizes gross billing as an indicator of and to monitor operating performance of products and salespersons before the effect
of any promotional or other allowances, which are determined in accordance with GAAP, and can mask certain performance issues. We believe
that the presentation of gross billing provides a useful measure of our operating performance. Additionally, gross billing
may not be comparable to similarly titled measures used by other companies, as gross billing has been defined by our
internal reporting practices .
2
(B)
We define promotional and other allowances as costs deducted from gross billing which are associated with generating those sales.
Management utilizes promotional and other allowances as an indicator of and to monitor operating performance of products, salespersons,
and customer agreements. We believe that the presentation of promotional and other allowances provides a useful measure of our operating
performance. 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. Although the expenditures described in this line item are
determined in accordance with GAAP and meet GAAP requirements, the disclosure thereof does not conform to 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. 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.
Sales,
Cost of Sales, and Gross Margins
The
following chart sets forth key statistics for the transition of the Company’s top line activity from the second quarter of 2020
through the second quarter of 2021.
2021
2020
Q2
Per Case
H1
Per Case
Q1
Q2
H1
Q2
vs PY
H1
vs PY
Q1
Q2
H1
2021
2020
vs
PY
2021
2020
vs
PY
Cases:
Reed’s
395
353
748
5 %
20 %
288
335
623
Virgil’s
339
347
686
13 %
20 %
262
308
570
Total
Core
734
700
1,434
9 %
20 %
550
643
1,193
Non
Core
-
2
2
- %
0 %
2
-
2
Candy
8
8
16
0 %
0 %
8
8
16
Total
742
710
1,452
9 %
20 %
560
651
1,211
Gross
billing:
Core
$ 12,955
$ 12,200
$ 25,155
2 %
14 %
$ 10,175
$ 11,940
$ 22,115
$ 17.4
$ 18.6
-6 %
$ 17.5
$ 18.5
-5 %
Non
Core
33
140
173
324 %
28 %
102
33
135
70.0
-
- %
86.4
67.5
28 %
Candy
294
286
580
12 %
9 %
274
256
530
35.7
32.0
12 %
36.2
33.1
9 %
Total
$ 13,281
$ 12,626
$ 25,907
3 %
14 %
$ 10,551
$ 12,229
$ 22,780
$ 17.8
18.8
-5 %
17.8
18.8
-5 %
Discounts:
Total
$ (1,135 )
$ (1,356 )
$ (2,491 )
-1 %
4 %
$ (1,028 )
$ (1,376 )
$ (2,404 )
$ (1.9 )
$ (2.1 )
-9 %
$ (1.7 )
$ (2.0 )
-13
4 %
COGS:
Core
$ (8,122 )
$ (7,849 )
$ (15,971 )
2 %
13 %
$ (6,414 )
$ (7,674 )
$ (14,088 )
$ (11.2 )
$ (11.9 )
-6 %
$ (11.1 )
$ (11.8 )
-6 %
Non
Core
(6 )
(6 )
(13 )
-57 %
-83 %
(59 )
(15 )
(74 )
(3.2 )
-
- %
(6.4 )
(37.0 )
-83 %
Candy
(165 )
(143 )
(308 )
-19 %
-14 %
(180 )
(176 )
(356 )
(17.8 )
(22.0 )
-19 %
(19.2 )
(22.3 )
-14 %
Total
$ (8,293 )
$ (7,998 )
$ (16,291 )
2 %
12 %
$ (6,653 )
$ (7,865 )
$ (14,518 )
$ (11.3 )
$ (12.1 )
-8 %
$ (11.2 )
$ (12.0 )
-7 %
Gross
Profit:
$ 3,853
$ 3,260
$ 7,113
9 %
21 %
$ 2,870
$ 2,988
$ 5,858
$ 4.6
$ 4.6
0 %
$ 4.9
$ 4.8
1 %
as
% Net Sales
32 %
29 %
30 %
30 %
28 %
29 %
3
Sales,
Cost of Sales, and Gross Margins
As part of the Company’s ongoing initiative
to simplify and streamline operations, the Company has identified core products on which to place its strategic focus. These core products
consist of Reed’s and Virgil’s branded beverages. Non-core products consist primarily of Wellness Shots, candy and slower
selling discontinued Reed’s and Virgil’s SKUs.
Core
beverage volume for the three months ended June 30, 2021, represents 99% of all beverage volume.
Core
brand gross billing increased by 2% to $12,200 compared to the same period last year, driven by Reed’s volume growth of
5% and Virgil’s volume growth of 13%. The result is an increase in total gross billing of 3%, to $12,626 in the three months
ended June 30, 2021, from $12,229 during the three months ended June 30, 2020. Price on our core brands decreased 6% to $17.43 per case
due to a shift in mix to lower priced, higher margin products.
Discounts
as a percentage of gross billing were 11% for the three months ended June 30, 2021 and 2020. Net sales revenue grew 4% in the
three months ended June 30, 2021 to $11,270, compared to $10,853 in the same period last year.
Cost
of Goods Sold
Cost
of goods sold increased $136 during the three months ended June 30, 2021 as compared to the same period last year. As a percentage of
net sales, cost of goods sold for the three months ended June 30, 2021 was 71% as compared to 72% for the same period last year.
The
total cost of goods per case decreased to $11.27 per case in the three months ended June 30, 2021 from $12.08 per case for the same period
last year. The cost of goods sold per case on core brands was $11.22 during the three months ended June, 2021, compared to $11.93 for
the same period last year.
Gross
Margin
Gross
margin increased to 29% for the three months ended June 30, 2021, compared to 28% for the same period last year.
Operating
Expenses
Delivery
and Handling Expenses
Delivery
and handling expenses consist of delivery costs to customers and warehousing costs incurred for handling our finished goods after production.
Delivery and handling expenses increased by $1,028 in the three months ended June 30, 2021 to $2,508 from $1,480 in the same period last
year, driven by increased volumes, ecommerce fulfilment costs, and increasing freight rates due to Covid-19. Delivery costs in the three
months ended June 30, 2021 were 22% of net sales and $3.53 per case, compared to 14% of net sales and $2.27 per case during the same
period last year.
Selling
and Marketing Expenses
Marketing
expenses consist of direct marketing, marketing labor, and marketing support costs. Selling expenses consist of all other selling-related
expenses including personnel and contractor support. Total selling and marketing expenses were $2,634 during the three months ended June
30, 2021, compared to $1,585 during the same period last year. As a percentage of net sales, selling and marketing costs increased to
23% during the three months ended June 30, 2021, as compared to 15% during the same period last year. The increase was driven by an increase
in sales force headcount and stock compensation.
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 increased in the three months ended June 30, 2021 to $1,836 from $1,357, an increase of $479
over the same period last year. The increase was primarily driven by higher employee costs and stock compensation.
4
Loss
from Operations
The
loss from operations was $3,709 for the three months ended June 30, 2021, as compared to a loss of $1,434 in the same period last year
driven by increased gross profit offset by increases in operating expenses discussed above.
Interest
and Other Income (Expense)
Interest
and other income for the three months ended June 30, 2021, consisted of $202 of interest expense offset by $770 gain on forgiveness of
debt. During the same period last year, interest and other expense consisted of $303 of interest expense and by the change in fair value
of our warrant liability of $13.
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.
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 during 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.
Set
forth below is a reconciliation of net loss to Modified EBITDA for the three months ended June 30, 2021 and 2020 (unaudited; in thousands):
Three Months Ended June 30,
2021
2020
Net loss
$ (3,141 )
$ (1,750 )
Modified EBITDA adjustments:
Depreciation and amortization
61
37
Interest expense
202
303
Stock option and other noncash compensation
599
(36 )
Change in fair value of warrant liability
-
13
Gain on forgiveness of PPP note payable
(770 )
-
Legal settlements
(8 )
-
Total EBITDA adjustments
$ 84
$ 317
Modified EBITDA
$ (3,057 )
$ (1,433 )
5
We
present Modified EBITDA because we believe it assists investors and analysts in comparing our performance across reporting periods on
a consistent basis by excluding items that we do not believe are indicative of our core operating performance. In addition, we use Modified
EBITDA in developing our internal budgets, forecasts and strategic plan; in analyzing the effectiveness of our business strategies in
evaluating potential acquisitions; making compensation decisions; and in communications with our board of directors concerning our financial
performance. Modified EBITDA has limitations as an analytical tool, which includes, among others, the following:
●
Modified
EBITDA does not reflect our cash expenditures, or future requirements, for capital expenditures or contractual commitments;
●
Modified
EBITDA does not reflect changes in, or cash requirements for, our working capital needs;
●
Modified
EBITDA does not reflect future interest expense, or the cash requirements necessary to service interest or principal payments, on
our debts; and
●
Although
depreciation and amortization are non-cash charges, the assets being depreciated and amortized will often have to be replaced in
the future, and Modified EBITDA does not reflect any cash requirements for such replacements.
Results
of Operations – Six months ended June 30, 2020
The
following table sets forth key statistics for the six months ended June 30, 2021 and 2020, respectively, in thousands.
Six Months Ended June 30,
Pct.
2021
2020
Change
Gross billing (A)
$ 25,907
$ 22,781
14 %
Less: Promotional and other allowances (B)
2,491
2,405
4 %
Net sales
$ 23,416
$ 20,376
15 %
Cost of goods sold
16,294
14,518
12 %
% of Gross billing
63 %
64 %
% of Net sales
70 %
71 %
Gross profit
$ 7,122
$ 5,858
22 %
% of Net sales
30 %
29 %
Expenses
Delivery and handling
$ 5,795
$ 2,743
111 %
% of Net sales
25 %
13 %
Dollar per case ($)
3.99
2.47
Selling and marketing
4,849
3,510
38 %
% of Net sales
21 %
17 %
General and administrative
4,439
3,289
35 %
% of Net sales
19 %
16 %
Total operating expenses
15,083
9,542
58 %
Loss from operations
$ (7,961 )
$ (3,684 )
116 %
Interest expense and other income (expense)
312
(646 )
-148 %
Net loss
$ (7,649 )
$ (4,330 )
77 %
Loss per share – basic and diluted
$ (0.09 )
$ (0.08 )
13 %
Weighted average shares outstanding - basic & diluted
88,751,896
53,554,913
66 %
(A)
We define gross billing as the total sales for the Company unadjusted for costs related to generating those sales. Management
utilizes gross billing as an indicator of and to monitor operating performance of products and salespersons before the effect
of any promotional or other allowances, which are determined in accordance with GAAP, and can mask certain performance issues. We believe
that the presentation of gross billing provides a useful measure of our operating performance. Additionally, gross billing
may not be comparable to similarly titled measures used by other companies, as gross billing have been defined by our internal
reporting practices .
6
(B)
We define promotional and other allowances as costs deducted from gross billing which are associated with generating those sales.
Management utilizes promotional and other allowances as an indicator of and to monitor operating performance of products, salespersons,
and customer agreements. We believe that the presentation of promotional and other allowances provides a useful measure of our operating
performance. 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. The expenditures described in this line item are determined in
accordance with GAAP and meet GAAP requirements, the disclosure thereof does not conform to 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. 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.
Sales,
Cost of Sales, and Gross Margins
As
part of the Company’s ongoing initiative to simplify and streamline operations the Company has identified core products on which
to place its strategic focus. These core products consist of Reed’s and Virgil’s branded beverages. Non-core
products consist primarily of Wellness Shots, candy and slower selling discontinued Reed’s and Virgil’s SKUs.
Core
beverage volume for the six months ended June 30, 2021, represents 99% of all beverage volume.
Core
brand gross billing increased by 14% to $25,155 compared to the same period last year, driven by Reed’s volume growth of
20% and Virgil’s volume growth of 20%. The result is an increase in total gross billing of 14%, to $25,907 in the six months
ended June 30, 2021, from $22,781 during the six months ended June 30, 2020. Price on our core brands decreased 5% to $17.54 per
case due to a shift in mix to lower priced, higher margin products.
Discounts
as a percentage of gross billing decreased to 10% from 11% in the same period last year. As a result, net sales revenue grew 15%
in the six months ended June 30, 2021 to $23,416, compared to $20,376 in the same period last year.
Cost
of Goods Sold
Cost
of goods sold increased $1,776 during the six months ended June 30, 2021 as compared to the same period last year. As a percentage
of net sales, cost of goods sold for the six months ended June 30, 2021 was 70% as compared to 71% for the same period last year.
The
total cost of goods per case decreased to $11.22 per case in the six months ended June 30, 2021 from $11.99 per case for the same period
last year. The cost of goods sold per case on core brands was $11.14 during the six months ended June 30, 2021, compared to $11.81 for
the same period last year.
Gross
Margin
Gross
margin was 30% for the six months ended June 30, 2021, compared to 29% for the same period last year.
7
Operating
Expenses
Delivery
and Handling Expenses
Delivery
and handling expenses consist of delivery costs to customers and warehousing costs incurred for handling our finished goods after production.
Delivery and handling expenses increased by $3,052 in the six months ended June 30, 2021 to $5,795 from $2,743 in the same period
last year, driven by increased volumes, ecommerce fulfilment costs, and increasing freight rates due to Covid-19. Delivery costs in the
six months ended June 30, 2021 were 25% of net sales and $3.99 per case, compared to 13% of net sales and $2.27 per case during the same
period last year.
Selling
and Marketing Expenses
Marketing
expenses consist of direct marketing, marketing labor, and marketing support costs. Selling expenses consist of all other selling-related
expenses including personnel and contractor support. Total selling and marketing expenses increased $1,339 to $4,849 during the six months
ended June 30, 2021, compared to $3,510 during the same period last year. As a percentage of net sales, selling and marketing costs increased
to 21% during the six months ended June 30, 2021, as compared to 17% during the same period last year. The increase was driven by an
increase in sales force headcount and stock compensation.
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 increased in the six months ended June 30, 2021 to $4,439 from $3,289 an increase of $1,150
over the same period last year. The increase was driven by legal settlements, employee costs, stock compensation, consulting fees, and
public company costs.
Loss
from Operations
The
loss from operations was $7,961 for the six months ended June 30, 2021, as compared to a loss of $3,684 in the same period last year
driven by increased gross profit offset by increases in operating expenses discussed above.
Interest
and Other Income (Expense)
Interest
and other income for the six months ended June 30, 2021, consisted of $458 of interest expense offset by $770 gain on forgiveness of
debt. During the same period last year, interest and other expense consisted of $639 of interest expense and the change in fair value
of our warrant liability of $7.
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.
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 during 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.
8
Set
forth below is a reconciliation of net loss to Modified EBITDA for the six months ended June 30, 2021 and 2020 (unaudited; in thousands):
Six Months Ended June 30,
2021
2020
Net loss
$ (7,649 )
$ (4,330 )
Modified EBITDA adjustments:
Depreciation and amortization
118
86
Interest expense
458
639
Stock option and other noncash compensation
997
744
Change in fair value of warrant liability
-
7
Gain on forgiveness of PPP note payable
(770 )
-
Legal settlements
345
-
Total EBITDA adjustments
$ 1,148
$ 1,476
Modified EBITDA
$ (6,501 )
$ (2,854 )
We
present Modified EBITDA because we believe it assists investors and analysts in comparing our performance across reporting periods on
a consistent basis by excluding items that we do not believe are indicative of our core operating performance. In addition, we use Modified
EBITDA in developing our internal budgets, forecasts and strategic plan; in analyzing the effectiveness of our business strategies in
evaluating potential acquisitions; making compensation decisions; and in communications with our board of directors concerning our financial
performance. Modified EBITDA has limitations as an analytical tool, which includes, among others, the following:
●
Modified
EBITDA does not reflect our cash expenditures, or future requirements, for capital expenditures or contractual commitments;
●
Modified
EBITDA does not reflect changes in, or cash requirements for, our working capital needs;
●
Modified
EBITDA does not reflect future interest expense, or the cash requirements necessary to service interest or principal payments, on
our debts; and
●
Although
depreciation and amortization are non-cash charges, the assets being depreciated and amortized will often have to be replaced in
the future, and Modified EBITDA does not reflect any cash requirements for such replacements.
Liquidity
and Capital Resources
The
accompanying financial statements have been prepared under the assumption that the Company will continue as a going concern. Such assumption
contemplates the realization of assets and satisfaction of liabilities in the normal course of business.
For
the six months ended June 30, 2021, the Company recorded a net loss of $7,649 and used cash in operations of $10,309. As of June 30,
2021, we had a cash balance of $654 with borrowing capacity of $4,343, a stockholder’s equity of $11,566 and a working capital
of $10,470, compared to a cash balance of $595 with borrowing capacity of $5,166, stockholders’ equity of $10,404 and a working
capital of $9,528 at December 31, 2020. Notwithstanding the net loss for the six months ended June 30, 2021, management projects adequate
cash from operations and available line of credit to ensure continuation of the Company as a going concern for at least one year from
the date of this quarterly report.
9
Historically,
we have financed our operations through public and private sales of common stock, issuance of preferred and common stock, convertible
debt instruments, term loans and credit lines from financial institutions, and cash generated from operations. We have taken decisive
action to improve our margins, including fully outsourcing our manufacturing process, streamlining our product portfolio, negotiating
improved vendor contracts and restructuring our selling prices.
Critical
Accounting Policies and Estimates
Use
of Estimates and Assumptions. 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 expenses during the reporting
period. Actual results could differ from those estimates. Those estimates and assumptions include estimates for reserves of uncollectible
accounts receivables, assumptions used in valuing inventories at net realizable value, impairment testing of recorded long-term tangible
and intangible assets, the valuation allowance for deferred tax assets, accruals for potential liabilities, assumptions made in valuing
stock instruments issued for services, and assumptions used in valuing warrant liabilities, and assumptions used in the determination
of the Company’s liquidity.
Accounts
Receivable. Accounts receivable are recorded at the invoiced amounts. The Company evaluates the collectability of its trade accounts
receivable based on a number of factors. In circumstances where the Company becomes aware of a specific customer’s inability to
meet its financial obligations to the Company, a specific reserve for bad debts is estimated and recorded, which reduces the recognized
receivable to the estimated amount the Company believes will ultimately be collected. In addition to specific customer identification
of potential bad debts, bad debt charges are recorded based on the Company’s historical losses and an overall assessment of past
due trade accounts receivable outstanding.
Inventory.
Inventory is stated at the lower of cost or net realizable value. 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 our ability to sell the
product(s) concerned. 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.
Revenue
Recognition . Revenue and costs of sales are recognized when control of the products transfers to our customer, which generally occurs
upon shipment from our facilities. The Company’s performance obligations are satisfied at that time. The Company does not have
any significant contracts with customers requiring performance beyond delivery, and contracts with customers contain no incentives or
discounts that could cause revenue to be allocated or adjusted over time. Shipping and handling activities are performed before the customer
obtains control of the goods and therefore represent a fulfilment activity rather than a promised service to the customer.
Stock
Compensation Expense . The Company periodically issues stock options and restricted stock awards to employees and non-employees in
non-capital raising transactions for services and for financing costs. The Company accounts for such grants issued and vesting based
on ASC 718, Compensation-Stock Compensation whereby the value of the award is measured on the date of grant and recognized as compensation
expense on the straight-line basis over the vesting period. The Company recognizes the fair value of stock-based compensation within
its Statements of Operations with classification depending on the nature of the services rendered.
Recent
Accounting Pronouncements
See
Note 2 of the Notes to Condensed Financial Statements for a discussion of recent accounting pronouncements.
Item
3. Quantitative and Qualitative Disclosures About Market Risk.
A
smaller reporting company is not required to provide the information required by this Item.
10
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.