10-K: Reborn Coffee Details Capital Structure and Financial Performance in Annual 10-K Filing
Annual Report
Reborn Coffee's annual 10-K filing outlines the company's capital structure, recent financial performance, and future growth strategies, while also highlighting risks and challenges.
Summary
- Reborn Coffee's 10-K filing details the company's authorized share capital, consisting of 40,000,000 common shares and 1,000,000 preferred shares, both with a par value of $0.0001 per share.
- Common stockholders are entitled to one vote per share and receive dividends when declared by the board, subject to restrictions and preferred stock rights.
- The company's common stock is listed on the Nasdaq Capital Market under the symbol REBN.
- Reborn Coffee reported a revenue of approximately $6.0 million in 2023, up from $3.2 million in 2022, but also a net loss of $4.0 million in 2023 and $3.6 million in 2022.
- The company's Adjusted EBITDA was approximately -$3.6 million in 2023 and -$3.3 million in 2022.
- Reborn Coffee operates 14 company-owned retail locations and plans to expand to over 20 corporate-owned and 10 franchised locations by the end of 2024.
- The company is focusing on the 'Fourth Wave' coffee movement, emphasizing innovative bean processing and brewing methods.
- Reborn Coffee is also expanding its B2B sales, particularly with hotels, and exploring partnerships with grocery operators and foodservice providers.
- The company's retail locations generated an average unit volume (AUV) of approximately $458,000 in 2023.
- Reborn Coffee is subject to various risks, including recurring losses, competition, supply chain issues, and the impact of the COVID-19 pandemic.
Sentiment
Score: 4
Explanation: The document presents a mixed picture. While there is strong revenue growth and expansion plans, the significant net losses, negative EBITDA, and going concern warning from the auditors raise serious concerns. The company's non-compliance with Nasdaq listing requirements and need for additional capital also contribute to a negative sentiment.
Positives
- Reborn Coffee experienced significant revenue growth from $3.2 million in 2022 to $6.0 million in 2023.
- The company is actively expanding its retail footprint and plans to open more locations in 2024.
- Reborn Coffee is innovating in the coffee industry with its unique bean processing and brewing methods.
- The company is successfully growing its B2B sales, particularly with hotels.
- Reborn Coffee has a strong brand recognition and customer loyalty due to its focus on premium coffee and customer service.
Negatives
- Reborn Coffee incurred a net loss of $4.0 million in 2023 and $3.6 million in 2022.
- The company's Adjusted EBITDA was negative in both 2023 and 2022.
- Reborn Coffee is not in compliance with Nasdaq continued listing requirements.
- The company has a history of operating losses and negative cash flow in operating activities.
- The report of the independent registered public accounting firm includes a going concern uncertainty explanatory paragraph.
Risks
- Reborn Coffee has incurred recurring losses and may not be profitable in the future.
- The company's financial condition and quarterly results of operations are subject to various factors, many of which are outside of its control.
- Reborn Coffee faces intense competition from other coffee locations and delivery options.
- The company's growth strategy depends on opening new locations, which may be unsuccessful.
- Reborn Coffee is subject to risks associated with long-term non-cancelable leases.
- The company's operating results are closely tied to the success of future franchise partners, over whom they have limited control.
- Reborn Coffee is geographically concentrated in California, making it vulnerable to conditions specific to that state.
- The company is dependent on information technology and is vulnerable to cyber-attacks and security breaches.
- Pandemics or disease outbreaks such as COVID-19 have had, and may continue to have, an effect on the business.
- The company's success depends on the value of its brand, which could be negatively impacted by various factors.
- Reborn Coffee may not be able to adequately protect its intellectual property.
- Food safety and quality concerns may negatively impact the brand and profitability.
- Changes in the availability and cost of labor could harm the business.
- The company is subject to extensive government regulations, which could result in claims and increased costs.
- The trading price of the company's securities may be volatile, and investors could lose all or part of their investment.
- The company may need additional capital, and there is no guarantee that additional financing will be available.
Future Outlook
Reborn Coffee plans to expand to over 20 corporate-owned locations and 10 franchised locations by the end of 2024, and continue to innovate in the coffee industry.
Management Comments
- Jay Kim, the Chief Executive Officer, launched Reborn Coffee with the vision of using the finest pure ingredients and pristine water.
- The management team is focused on the expansion of Reborn and has surrounded itself with leaders with direct experience in beverage and retail.
- Reborn Coffee believes in mentoring and developing the next generation of premium coffee baristas.
Industry Context
Reborn Coffee is operating in the growing retail coffee market, which is expected to reach $48.7 billion in the US in 2023, driven by a shift in consumer preferences to premium coffee.
Comparison to Industry Standards
- Reborn Coffee's revenue growth of approximately 87.5% year-over-year is significant, but its net losses and negative EBITDA margins are concerning when compared to established coffee chains like Starbucks or Dunkin' which typically have positive net income and EBITDA margins.
- The company's AUV of $458,000 is relatively low compared to the AUV of some larger chains, which can range from $1 million to $2 million or more per store.
- Reborn Coffee's focus on the 'Fourth Wave' movement and innovative brewing techniques differentiates it from traditional coffee chains, but it also faces competition from other specialty coffee roasters and cafes.
- The company's expansion plans are ambitious, but it needs to demonstrate its ability to achieve profitability and manage its growth effectively to compete with established players in the industry.
Corporate Governance
| Change Type | Description | Effective Date | Impact Assessment |
|---|---|---|---|
| Clawback Policy | The Board of Directors adopted a Clawback Policy to provide for the recovery of erroneously awarded Incentive-based Compensation from Executive Officers. | March 28, 2024 | This policy aims to enhance accountability and integrity within the company. |
Stakeholder Impact
- Shareholders face the risk of potential losses due to the company's recurring losses and negative cash flow.
- Employees may be affected by changes in the company's financial condition and potential restructuring.
- Customers may experience changes in the company's operations and service quality due to its expansion and financial challenges.
- Suppliers and creditors may be impacted by the company's ability to meet its financial obligations.
Next Steps
- Reborn Coffee plans to expand across the United States with company-operated and franchise locations.
- The company aims to accelerate growth through its franchise program.
- Reborn Coffee will continue to innovate in the coffee industry by making the industry more personal to consumers, prospective franchisees, and employees.
- The company plans to expand its B2B marketing and sales strategy through active outreach and advertising to potential partners.
- Reborn Coffee is exploring discussions with a variety of retailers and expects to access additional sales channels in 2023.
Key Dates
| Date | Description |
|---|---|
| January 2018 | Reborn Coffee, Inc. was incorporated in the State of Florida. |
| July 2022 | Reborn Coffee was migrated from Florida to Delaware. |
| August 2022 | Reborn Coffee consummated its initial public offering (IPO) and began trading on the Nasdaq Capital Market under the symbol REBN. |
| December 31, 2023 | End of the fiscal year for which financial results are reported. |
| March 27, 2024 | Date of share count and record holders. |
| March 28, 2024 | Date of the filing of the annual report. |
Keywords
Reborn Coffee, specialty coffee, franchise, retail locations, coffee roasting, B2B sales, financial performance, Nasdaq, capital structure, risk factors
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