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8-K - FORM 8-K - Charlie's Holdings, Inc. | truu8k_nov132014.htm |
Exhibit 99.1
True Drinks Grows Revenues 105% in Q3 Year Over Year
IRVINE, CA – (Marketwire – November 13, 2014) – True Drinks, Inc. (OTC QB: TRUU), a healthy beverage provider with major entertainment and media company licensing agreements for use of their characters on its proprietary, patented bottles, today announces its financial results for the quarter ended September 30, 2014.
Achievements in Third Quarter of 2014:
·
|
Revenues for Third Quarter up 105% over year ago period;
|
·
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Completed successful second test at Sam’s Club in August, shipping 550 pallets to 199 stores. Success led to an order totaling over $1.4 million to 612 Sam’s Clubs in November 2014;
|
·
|
Dollar sales per point of distribution increased by 34% year to date;
|
·
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Expansion of our DSD model in key markets in the East Coast including NYC;
|
·
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Secured licensing agreement for the sale of AquaBallTM Naturally Flavored Water in China;
|
Lance Leonard, Chief Executive Officer of True Drinks, commented, “The access to consumers and high volume channels has increased significantly in the 3rd quarter enabling AquaBall Naturally Flavored water to be available to consumers around the world. The addition of several key US distributors, including Drink King in NYC, has added hundreds of additional people to sell and merchandise AquaBall on a daily basis. This increase in availability has further been supported with new distribution in the Mass Merchandiser channel to include Walmart Stores. We are now excited to share the message of healthy hydration on multiple platforms including digitally, socially, and on YouTube to bring awareness to the healthiest drinks available to kids.”
Management will hold a conference call to discuss Q3 2014 financial results and to give a shareholder update today, Thursday, November 13, 2014 at 5:00PM EDT / 2:00PM PDT.
Third Quarter 2014 Financial Results Conference Call Details:
Date: Thursday, November 13, 2014
Time: 5:00PM Eastern / 2:00PM Pacific
Participant Dial-In: 877-407-8133 (Toll Free), 201-689-8040 (International)
It is recommended that participants dial in approximately 10 minutes prior to the start of the 5:00PM Eastern call. There will also be an archived recording of the conference call available under the Investor Relations section of the company website at http://truedrinks.com/investor-relations/.
About True Drinks, Inc.
True Drinks provides a healthy alternative for kids to drink. Their AquaBallTM is a naturally flavored, vitamin-enhanced, zero-calorie, dye-free, sugar-free alternative to juice and soda. AquaBallTM is currently available in four flavors: orange, grape, fruit punch and berry. Their target consumers are kids, young adults, and their guardians, who are attracted to the product by the entertainment and media characters on the bottle and continue to consume the beverage because of its healthy benefits and great taste. For more information, please visit www.theaquaball.com and www.truedrinks.com. Proudly made in the USA.
FORWARD-LOOKING STATEMENTS
Any statements contained in this document that are not historical facts are forward-looking statements as defined in the U.S. Private Securities Litigation Reform Act of 1995. Words such as "anticipate," "believe," "estimate," "expect," "forecast," "intend," "may," "plan," "project," "predict," "if," "should" and "will" and similar expressions as they relate to True Drinks, Inc. are intended to identify such forward-looking statements. True Drinks, Inc. may from time to time update these publicly announced projections, but it is not obligated to do so. Any projections of future results of operations or the anticipated benefits of the merger and other aspects of the proposed merger should not be construed in any manner as a guarantee that such results or other events will in fact occur. These projections are subject to change and could differ materially from final reported results. For a discussion of such risks and uncertainties, see "Risk Factors" in True Drink's report on Form 10-K filed with the Securities and Exchange Commission and its other filings under the Securities Exchange Act of 1934, as amended. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the dates on which they are made.
Contact:
Investor Relations
True Drinks, Inc.
18552 MacArthur Blvd., Ste. 325
Irvine, CA 92612
ir@truedrinks.com
949-203-3500
Capital Markets Contact:
Alexandra Petek
Director of Client Services
Merriman Capital, Inc.
250 Montgomery Street, 16th Floor
San Francisco, CA 94104
apetek@merrimanco.com
415-248-5681
TRUE DRINKS, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
September 30,
2014
|
December 31,
2013
|
|||||||
ASSETS
|
(Unaudited)
|
|||||||
Current Assets:
|
||||||||
Cash
|
$
|
57,943
|
$
|
3,136,766
|
||||
Accounts receivable, net
|
377,761
|
175,068
|
||||||
Inventory
|
1,823,622
|
1,056,756
|
||||||
Prepaid expenses and other current assets
|
584,438
|
591,434
|
||||||
Total Current Assets
|
2,843,764
|
4,960,024
|
||||||
Restricted Cash
|
133,131
|
133,065
|
||||||
Property and Equipment, net
|
5,465
|
8,399
|
||||||
Patents, net
|
1,247,059
|
1,352,941
|
||||||
Trademarks, net
|
11,015
|
48,516
|
||||||
Goodwill
|
3,474,502
|
3,474,502
|
||||||
Total Assets
|
$
|
7,714,936
|
$
|
9,977,447
|
||||
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
||||||||
Current Liabilities:
|
||||||||
Accounts payable and accrued expenses
|
$
|
2,021,586
|
$
|
1,222,404
|
||||
Convertible notes payable, net
|
25,000
|
680,000
|
||||||
Notes payable, net
|
1,190,000
|
-
|
||||||
Line-of-credit facility
|
242,136
|
-
|
||||||
Term loan
|
-
|
1,916,667
|
||||||
Derivative liabilities
|
3,534,176
|
1,619,021
|
||||||
Total Current Liabilities
|
7,012,898
|
5,438,092
|
||||||
Commitments and Contingencies (Note 5)
|
||||||||
Stockholders’ Equity:
|
||||||||
Common Stock, $0.001 par value, 120,000,000 and 40,000,000 shares authorized, 39,893,825 and 27,885,587 shares outstanding at September 30, 2014 and December 31, 2013, respectively
|
39,894
|
27,886
|
||||||
Preferred Stock – Series B (liquidation preference of $4 per share), $0.001 par value, 2,750,000 shares authorized, 1,910,370 and 1,776,923 shares outstanding at September 30, 2014 and December 31, 2013, respectively
|
1,910
|
1,777
|
||||||
Additional paid in capital
|
17,745,738
|
14,751,170
|
||||||
Accumulated deficit
|
(17,085,504
|
)
|
(10,241,478
|
)
|
||||
Total Stockholders’ Equity
|
702,038
|
4,539,355
|
||||||
Total Liabilities and Stockholders’ Equity
|
$
|
7,714,936
|
$
|
9,977,447
|
TRUE DRINKS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
Three Months Ended
September 30,
|
Nine Months Ended
September 30,
|
|||||||||||||||
2014
|
2013
|
2014
|
2013
|
|||||||||||||
Net Sales
|
$
|
1,064,065
|
$
|
517,689
|
$
|
2,875,739
|
$
|
2,231,861
|
||||||||
Cost of Sales
|
977,324
|
406,757
|
2,473,018
|
1,871,643
|
||||||||||||
Gross Profit
|
86,741
|
110,932
|
402,721
|
360,218
|
||||||||||||
Operating Expenses:
|
||||||||||||||||
Selling and marketing
|
1,085,405
|
752,151
|
2,661,279
|
1,837,049
|
||||||||||||
General and administrative
|
1,029,118
|
1,321,227
|
3,153,687
|
3,217,873
|
||||||||||||
Total operating expenses
|
2,114,523
|
2,073,378
|
5,814,966
|
5,054,922
|
||||||||||||
Operating Loss
|
(2,027,782
|
)
|
(1,962,446
|
)
|
(5,412,245
|
)
|
(4,694,704
|
)
|
||||||||
Other Expense
|
||||||||||||||||
Change in fair value of derivative liability
|
(398,603
|
)
|
(489,425)
|
1,343,495
|
(595,030)
|
|||||||||||
Interest expense
|
37,037
|
684,206
|
88,286
|
1,064,823
|
||||||||||||
Net Loss
|
$
|
(1,666,216
|
)
|
$
|
(2,157,227
|
)
|
$
|
(6,844,026
|
)
|
$
|
(5,164,497
|
)
|
||||
Dividends on Preferred Stock
|
$
|
148,181
|
$
|
-
|
$
|
148,181
|
$
|
-
|
||||||||
Net loss attributable to common stockholders
|
$
|
(1,814,397
|
)
|
$
|
(2,157,227
|
)
|
$
|
(6,922,207
|
)
|
$
|
(5,164,497
|
)
|
||||
Loss per common share, basic and diluted
|
$
|
(0.05
|
)
|
$
|
(0.08
|
)
|
$
|
(0.21
|
)
|
$
|
(0.19
|
)
|
||||
Weighted average shares of Common Stock outstanding, basic and diluted (1)
|
38,920,319
|
27,844,438
|
33,939,850
|
27,355,426
|
(1)
|
The 100-for-1 reverse stock split executed on January 18, 2013 was retrospectively reflected in weighted average number of shares of Common Stock outstanding.
|
TRUE DRINKS HOLDINGS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
Nine Months Ended
September 30,
|
||||||||
2014
|
2013
|
|||||||
CASH FLOWS FROM OPERATING ACTIVITIES
|
||||||||
Net loss
|
$
|
(6,844,026
|
)
|
$
|
(5,164,497
|
)
|
||
Adjustments to reconcile net loss to net cash used in operating activities
|
||||||||
Depreciation
|
5,283
|
7,443
|
||||||
Amortization
|
143,383
|
143,383
|
||||||
Accretion of deferred financing costs
|
-
|
450,806
|
||||||
Provision for bad debt expense
|
-
|
150,000
|
||||||
Change in estimated fair value of derivative
|
1,343,495
|
(595,030
|
)
|
|||||
Amortization of debt discount
|
-
|
657,307
|
||||||
Fair value of stock issued for services
|
171,464
|
331,341
|
||||||
Stock based compensation
|
368,172
|
694,533
|
||||||
Change in operating assets and liabilities:
|
||||||||
Accounts receivable
|
(202,693
|
)
|
(293,065
|
)
|
||||
Inventory
|
(766,866
|
)
|
(39,681
|
)
|
||||
Prepaid expenses and other current assets
|
6,996
|
(336,497
|
)
|
|||||
Other assets
|
-
|
3,948
|
||||||
Accounts payable and accrued expenses
|
1,317,696
|
582,946
|
||||||
Net cash used in operating activities
|
(4,457,096
|
)
|
(3,407,063
|
)
|
||||
CASH FLOWS FROM INVESTING ACTIVITIES
|
||||||||
Change in restricted cash
|
(66
|
)
|
(51,761
|
)
|
||||
Purchase of property and equipment
|
(2,349
|
)
|
(1,299
|
)
|
||||
Net cash used in investing activities
|
(2,415
|
)
|
(53,060
|
)
|
||||
CASH FLOWS FROM FINANCING ACTIVITIES
|
||||||||
Dividends Paid
|
(2,194
|
)
|
||||||
Proceeds from issuance of Series B Preferred Stock, net
|
1,887,413
|
-
|
||||||
Proceeds from notes payable
|
1,190,000
|
4,009,000
|
||||||
Net proceeds from line-of-credit facility
|
242,136
|
-
|
||||||
Deferred financing costs paid
|
-
|
(354,704
|
)
|
|||||
Repayments on notes payable
|
(20,000
|
)
|
(172,000
|
)
|
||||
Repayments on term loan
|
(1,916,667
|
)
|
-
|
|||||
Net cash provided by financing activities
|
1,380,688
|
3,482,296
|
||||||
NET INCREASE IN CASH
|
(3,078,823
|
)
|
22,173
|
|||||
CASH- beginning of period
|
3,136,766
|
4,449
|
||||||
CASH- end of period
|
$
|
57,943
|
$
|
26,622
|
||||
SUPPLEMENTAL DISCLOSURES
|
||||||||
Interest paid in cash
|
$
|
7,944
|
$
|
58,758
|
||||
Non-cash financing and investing activities:
|
||||||||
Conversion of preferred stock to common stock
|
$
|
8,621
|
$
|
25,304
|
||||
Conversion of notes payable and accrued interest to common stock
|
$
|
764,938
|
$
|
860,818
|
||||
Dividend paid in common stock
|
$
|
247,255
|
$
|
-
|
||||
Dividends declared but unpaid
|
$
|
148,181
|
$
|
-
|
||||
Cashless exercise of warrants
|
$
|
44,751
|
$
|
-
|
||||
Warrants issued in connection with Series B Preferred Offering
|
$
|
616,411
|
$
|
-
|
||||
Warrants issued as deferred financing costs
|
$
|
-
|
$
|
418,042
|
||||
Warrants issued as debt discount
|
$
|
-
|
$
|
1,163,240
|
||||
Common stock issued for accrued expenses
|
$
|
487,650
|
$
|
-
|