Michael Phipps has written and illustrated a book about what you can and cannot do to a book. The main character, BOOK, teaches you what books can be used for with examples of art, math, and colors. I like me is a book to get people in the mainstream interested in this I like me is a book to get people in the mainstream interested in this cause of poetic justice for those not in touch with their inner emotions.
I Should Write a Book, Apparently. For anyone who has loved and lost, loved and not had it reciprocated, tried and For anyone who has loved and lost, loved and not had it reciprocated, tried and failed, tried something else and failed again, run from something, locked something away or set something free, hidden from the world, or reached for a Live Your Book. To read this book you don't need a religion, a philosophy or an ideology. The only thing that you need is to have the courage to see yourself in the mirror and see what is actually there.
AlejandroLarrazabalIf it is My First Jesus Book. It is a children's short story picture book that familiarizes young readers with the story See Liquidity and Capital Resources section following for detailed discussion. We believe marked a turning point in the life of the Company. With shareholder approval and financial support, the new leadership has turned the focus to the core products.
The decisions made by the new leadership team have led to a sequential improvement quarter over quarter in volume, selling price, and cost of goods sold. However, Adjusted 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 Adjusted EBITDA as net income loss , plus depreciation and amortization, interest expense, reserve for replacement on fixed assets, impairment loss on brand names, stock-based compensation, and convertible note and warrant activity.
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. You are encouraged to evaluate these adjustments and the reasons we consider them appropriate for supplemental analysis. In evaluating Adjusted 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 Adjusted EBITDA should not be construed as an inference that our future results will be unaffected by unusual or non-recurring items.
Liquidity and Capital Resources. The increase in our working capital was primarily a result of shareholder rights offering in December See further discussion above and in the notes to the financial statements regarding the sale of the plant. During the year ended December 31, , the company experienced significant financing shortages and engaged in three separate transactions to raise capital. We estimate the Company currently has sufficient cash and liquidity to meet its anticipated working capital for the next twelve months.
The Company believes it can successfully restructure its debt before the Notes mature. If not, the Company has sufficient cash on hand and borrowing capacity under its working capital facility to retire the Notes.
We believe the Company currently has the necessary working capital to support existing operations for at least the next 12 months. Our primary capital source will be positive cash flow from operations. If our sales goals do not materialize as planned, we believe that the Company can reduce its operating costs and can be managed to maintain positive cash flow from operations.
Historically, we have financed our operations primarily through private sales of common stock, preferred stock, convertible debt, a line of credit from a financial institution, and cash generated from operations. We may not generate sufficient revenues from product sales in the future to achieve profitable operations. If we are not able to achieve profitable operations at some point in the future, we eventually may have insufficient working capital to maintain our operations as we presently intend to conduct them or to fund our expansion and marketing and product development plans.
In addition, our losses may increase in the future as we expand our manufacturing capabilities and fund our marketing plans and product development. If we are unable to achieve profitability, the market value of our common stock would decline and there would be a material adverse effect on our financial condition.
If we suffer losses from operations, our working capital may be insufficient to support our ability to expand our business operations as rapidly as we would deem necessary at any time, unless we are able to obtain additional financing. There can be no assurance that we will be able to obtain such financing on acceptable terms, or at all. If adequate funds are not available or are not available on acceptable terms, we may not be able to pursue our business objectives and would be required to reduce our level of operations, including reducing infrastructure, promotions, personnel and other operating expenses.
These events could adversely affect our business, results of operations and financial condition. If adequate funds are not available or if they are not available on acceptable terms, our ability to fund the growth of our operations, take advantage of opportunities, develop products or services or otherwise respond to competitive pressures could be significantly limited. 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.
As previously mentioned, the Company anticipates a closing of the sale of the Los Angeles plan to be completed in the summer Such transactions will be recognized when appropriate and may require cash payments for obligations such as one-time employee involuntary termination benefits, lease and other contract termination costs, costs to close facilities, employee relocation costs and ongoing benefit arrangements. Should we not meet the criteria, we believe the Company will be provided sufficient time by the NYSE to meet the criteria.
There can be no assurance that we will be able to meet the listing criteria on acceptable terms with the NYSE.
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The Company will continue to evaluate its options and apprise shareholders should these events occur. Critical Accounting Policies and Estimates. Our financial statements are prepared in accordance with accounting principles generally accepted in the United States of America, or GAAP. GAAP requires us to make estimates and assumptions that affect the reported amounts in our financial statements including various allowances and reserves for accounts receivable and inventories, the estimated lives of long-lived assets and trademarks and trademark licenses, as well as claims and contingencies arising out of litigation or other transactions that occur in the normal course of business.
The following summarize our most significant accounting and reporting policies and practices:.
Revenue Recognition. Revenue is recognized on the sale of a product when the risk of loss transfers to our customers, and collection of the receivable is reasonably assured, which generally occurs when the product is shipped. A product is not shipped without an order from the customer and credit acceptance procedures performed. The allowance for returns is regularly reviewed and adjusted by management based on historical trends of returned items.
Amounts paid by customers for shipping and handling costs are included in sales. The accounting treatment for the reimbursements for samples and discounts to wholesalers results in a reduction in the net revenue line item. Reimbursements to wholesalers and retailers for certain advertising activities are included in selling and marketing expenses.
The Company operates in one segment for the manufacture and distribution of our products. Existing guidance, which is based on a management approach to segment reporting, establishes requirements to report selected segment information quarterly and to report annually entity-wide disclosures about products and services, major customers, and the countries in which the entity holds material assets and reports revenue.
Long-Lived Assets. Management assesses the carrying value of property and equipment whenever events or changes in circumstances indicate the carrying value may not be recoverable. If there is indication of impairment, management prepares an estimate of future cash flows expected to result from the use of the asset and its eventual disposition. If these cash flows are less than the carrying amount of the asset, an impairment loss is recognized to write down the asset to its estimated fair value.
Intangible assets are comprised of indefinite-lived brand names acquired and have been assigned an indefinite life as we currently anticipate that these brand names will contribute cash flows to the Company perpetually. These indefinite-lived intangible assets are not amortized but are assessed for impairment annually and evaluated annually to determine whether the indefinite useful life is appropriate. As part of our impairment test, we first assess qualitative factors to determine whether it is more likely than not the indefinite-lived intangible asset is impaired.
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If further testing is necessary, we compare the estimated fair value of our indefinite-lived intangible asset with its book value. If the carrying amount of the indefinite-lived intangible asset exceeds its fair value, as determined by its discounted cash flows, an impairment loss is recognized in an amount equal to that excess.
No impairment charges were necessary during the year ended December 31, In estimating future revenues, we use internal budgets. Internal budgets are developed based on recent revenue data for existing product lines and planned timing of future introductions of new products and their impact on our future cash flows. Accounts Receivable. We evaluate the collectability of our trade accounts receivable based on a number of factors.
In addition to specific customer identification of potential bad debts, bad debt charges are recorded based on our historical losses and an overall assessment of past due trade accounts receivable outstanding. 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.
Stock-Based Compensation. The Company periodically issues stock options and warrants to employees and non-employees in non-capital raising transactions for services and for financing costs. The Company accounts for stock option and warrant grants issued and vesting to employees based on the authoritative guidance provided by the Financial Accounting Standards Board FASB whereas the value of the award is measured on the date of grant and recognized as compensation on the straight-line basis over the vesting period. The Company accounts for stock option and warrant grants issued and vesting to non-employees in accordance with the authoritative guidance of the FASB whereas the value of the stock compensation is based upon the measurement date as determined at either a the date at which a performance commitment is reached, or b at the date at which the necessary performance to earn the equity instruments is complete.
Options granted to non-employees are revalued each reporting period to determine the amount to be recorded as an expense in the respective period.
As the options vest, they are valued on each vesting date and an adjustment is recorded for the difference between the value already recorded and the then current value on the date of vesting. In certain circumstances where there are no future performance requirements by the non-employee, option grants are immediately vested and the total stock-based compensation charge is recorded in the period of the measurement date.
Compensation expense is recorded based upon the value derived from the Black-Scholes Option Pricing model, and based on actual experience. The assumptions used in the Black-Scholes-Merton Option Pricing model could materially affect compensation expense recorded in future periods. Recent Accounting Pronouncements. See Note 2 of the financial statements for a discussion of recent accounting pronouncements. Item 7A.
Item 8. Financial Statements. To the Board of Directors. Reeds, Inc. Los Angeles, California. Opinion on the Financial Statements. We have audited the accompanying balance sheets of Reeds, Inc. In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, and , and the results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America.
Basis for Opinion. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Accordingly, we express no such opinion.