8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT PURSUANT TO

SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of Earliest Event Reported): November 7, 2023

ZEVIA PBC

(Exact Name of Registrant as Specified in Its Charter)

Delaware	001-40630	86-2862492
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)
15821 Ventura Blvd., Suite 135, Encino, CA		91436
(Address of Principal Executive Offices)		(Zip Code)

(855) 469-3842

(Registrant’s Telephone Number, Including Area Code)

Former Name or Former Address, if Changed Since Last Report: N/A

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Class A common stock, par value $0.001 per share	ZVIA	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02 Results of Operations and Financial Condition.

Zevia PBC ("the Company") issued an earnings release on November 7, 2023, announcing its financial results for the third quarter ended September 30, 2023.

A copy of the earnings release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

The information furnished in Item 2.02 of this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of that section, and shall not be deemed incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

1

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits:

99.1	Earnings Release of Zevia PBC, dated November 7, 2023
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

2

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	ZEVIA PBC
Date: November 7, 2023	/s/ LORNA R. SIMMS
	Name:	Lorna R. Simms
	Title:	SVP, General Counsel and Corporate Secretary

3

EX-99.1

Exhibit 99.1

 

Zevia Announces Third Quarter 2023 Results

Q3 Gross Margin of 45.4%, up 2.1 percentage points year-over-year

LOS ANGELES – November 7, 2023 (BUSINESS WIRE) – Zevia PBC (“Zevia” or the “Company”) (NYSE: ZVIA), the company disrupting the liquid refreshment beverage industry with great tasting, zero sugar beverages made with simple, plant-based ingredients, today reported results for the third quarter ended September 30, 2023.

Third Quarter 2023 Highlights

•Net sales decreased 2.6% year over year to $43.1 million

•Unit volume decreased 8.2% year over year to 3.3 million equivalized cases

•Gross profit margin was 45.4%, up 2.1 percentage points year over year

•Net loss was $11.3 million, including $1.9 million of non-cash equity-based compensation expense

•Adjusted EBITDA loss was $9.1 million(1)

•Loss per share was $0.16 per diluted share to Zevia’s Class A Common stockholders

“The Zevia brand remains healthy with strong demand reflected in continued double-digit velocity growth,” said Amy Taylor, President and Chief Executive Officer. “As expected, net sales were down slightly and operating expenses increased due to customer fulfillment interruptions that occurred during our supply chain transformation, and we are executing our plan to resolve these by year-end. We are seeing progress in improved on-time and in-full deliveries, which will be evident in on-shelf distribution recovery and return to growth in Q4. Our sustained improvement in gross margin is indicative of the health of the business, and promising innovation performance plus distribution expansion initiatives support our expectations to return to double-digit growth for the future.”

Third Quarter 2023 Results

Net sales decreased 2.6% to $43.1 million in the third quarter of 2023 compared to $44.2 million in the third quarter of 2022, as higher price realizations were more than offset by a decrease in volumes due to short-term supply chain logistics challenges.

Gross profit increased 2.1% year-over-year to $19.6 million for the third quarter of 2023 compared to $19.2 million in the third quarter of 2022, and gross profit margin of 45.4% was up 2.1 percentage points compared to the third quarter of 2022. These improvements were primarily driven by pricing increases as well as favorable cost of goods sold from improved rates and product mix, partially offset by lower volumes and higher inventory losses related to the exiting of legacy warehouses and the brand-refresh rollout.

Selling and marketing expenses were $20.5 million, or 47.5%, of net sales in the third quarter of 2023 compared to $12.9 million, or 29.2%, of net sales in the third quarter of 2022. The increase was primarily due to increases in freight and freight transfer costs primarily related to short-term supply chain logistics challenges and higher warehousing costs resulting from increased level of handling and storage costs driven by higher levels of inventory production.

(1) Adjusted EBITDA is a non-GAAP financial measure. See the supplementary schedules in this press release for a discussion of how we define and calculate this measure and a reconciliation thereof to the most directly comparable GAAP measure.

General and administrative expenses were $8.3 million, or 19.1%, of net sales in the third quarter of 2023 compared to $8.3 million, or 18.8%, of net sales in the third quarter of 2022.

Equity-based compensation, a non-cash expense, was $1.9 million in the third quarter of 2023, compared to $6.8 million in the third quarter of 2022. The decrease of $5.0 million was primarily driven by $3.8 million of lower equity-based compensation expense due to the acceleration of vesting of restricted stock unit awards upon retirement of a senior management employee in the third quarter of 2022. The remaining $1.2 million decrease was largely related to the accelerated method of expense recognition on certain equity awards issued in connection with the Company’s IPO in 2021, partially offset by equity-based compensation expense related to new equity awards granted.

Net loss for the third quarter of 2023 was $11.3 million, compared to net loss of $9.2 million in the third quarter of 2022.

Loss per share for the third quarter of 2023 was $0.16 per diluted share to Zevia’s Class A Common stockholders, compared to loss per share of $0.16 in the third quarter of 2022.

Adjusted EBITDA loss was $9.1 million in the third quarter of 2023, compared to an Adjusted EBITDA loss of $2.1 million in the third quarter of 2022. Adjusted EBITDA is a non-GAAP financial measure. See the supplementary schedules in this press release for a discussion of how we define and calculate this measure and a reconciliation thereof to the most directly comparable GAAP measure.

Balance Sheet and Cash Flows

As of September 30, 2023, the Company had $38.5 million in cash and cash equivalents and no outstanding debt, as well as an unused credit line of $20 million compared to $47.4 million in cash and cash equivalents, no outstanding debt, and an unused credit line of $20 million as of December 31, 2022.

2023 Guidance

The Company is narrowing its net sales guidance for the full year of 2023 and reaffirming the high-end of the range, expecting to be between $165 million and $168 million, with fourth quarter projections in the range of $36 million to $39 million.

Webcast

The Company will host a conference call today at 8:30 a.m. Eastern Time to discuss this earnings release. Investors and other interested parties may listen to the webcast of the conference call by logging on via the Investor Relations section of Zevia’s website at https://investors.zevia.com/ or directly here. A replay of the webcast will be available for approximately thirty (30) days following the call.

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. Forward-looking statements include, without limitation, any statement that may predict, forecast, indicate or imply future results, performance or achievements, and may contain words such as “anticipate,” “believe,” “consider,” “contemplate,” “continue,” “could,’” “estimate,” “expect,” “forecast,” “guidance,” “intend,” “may,” “on track,” “outlook,” “plan,” “potential,” “predict,” “project,” pursue,” “seek,” “should,” “target,” “will,” “would,” or the negative of these words or other similar words, terms or expressions with similar meanings. Forward-looking statements should not be read as a guarantee of future performance or results and will not necessarily be accurate indications of the times at, or by, which such performance or results will be achieved. Forward-looking statements contained in this press release relate to, among other things, statements regarding 2023 Guidance and anticipated growth, supply chain service levels and our efforts to resolve supply chain logistics challenges, strategic direction, branding, operating environment, distribution, velocity, pricing and costs. Forward-looking statements are based on current expectations, forecasts and assumptions that involve risks and uncertainties, including, but not limited to, the ability to develop and maintain our brand, our ability to successfully execute on our rebranding strategy and cost reduction initiatives, our ability to restore supply chain service levels on the anticipated timeline, product demand, change in consumer preferences, pricing factors, the impact of inflation on our sales growth and cost structure such as increased commodity, packaging, transportation and freight, warehouse, labor and other input costs and other economic, competitive and governmental factors outside of our control, such as pandemics or epidemics, and adverse global macroeconomic conditions, including rising interest rates, instability in financial institutions and a recessionary environment, potential shutdown of the U.S. government, and geopolitical events or conflicts, that may cause our business, strategy or actual results to differ materially from the forward-looking statements. We do not intend and undertake no obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required by applicable law. Investors are referred to our filings with the U.S. Securities and Exchange Commission for additional information regarding the risks and uncertainties that may cause actual results to differ materially from those expressed in any forward-looking statement.

About Zevia

Zevia PBC, a Delaware public benefit corporation designated as a “Certified B Corporation,” is focused on addressing the global health challenges resulting from excess sugar consumption by offering a broad portfolio of zero sugar, zero calorie, naturally sweetened beverages. All Zevia® beverages are made with a handful of simple, plant-based ingredients, contain no artificial sweeteners, and are Non-GMO Project verified, gluten-free, Kosher, vegan and zero sodium. Zevia is distributed in more than 32,000 retail locations in the U.S. and Canada through a diverse network of major retailers in the food, drug, warehouse club, mass, natural and ecommerce channels.

(ZEVIA-F)

Contacts

Media

Annie Thompson

Edelman Smithfield

713-299-4115

Annie.Thompson@edelmansmithfield.com

Investors

Reed Anderson

ICR

646-277-1260

Reed.Anderson@icrinc.com

ZEVIA PBC

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS (UNAUDITED)

(in thousands, except share and per share amounts)

	Three Months Ended September 30,						Nine Months Ended September 30,
	2023			2022			2023			2022
Net sales	$	43,089		$	44,239		$	128,630		$	127,815
Cost of goods sold		23,517			25,071			69,261			73,445
Gross profit		19,572			19,168			59,369			54,370
Operating expenses:
Selling and marketing		20,455			12,916			48,467			42,845
General and administrative		8,250			8,310			23,102			28,257
Equity-based compensation		1,876			6,837			6,614			23,781
Depreciation and amortization		411			326			1,234			1,005
Total operating expenses		30,992			28,389			79,417			95,888
Loss from operations		(11,420	)		(9,221	)		(20,048	)		(41,518	)
Other income, net		165			26			908			64
Loss before income taxes		(11,255	)		(9,195	)		(19,140	)		(41,454	)
(Benefit) provision for income taxes		(5	)		1			31			23
Net loss and comprehensive loss		(11,250	)		(9,196	)		(19,171	)		(41,477	)
Loss attributable to noncontrolling interest		3,033			1,712			4,932			12,005
Net loss attributable to Zevia PBC	$	(8,217	)	$	(7,484	)	$	(14,239	)	$	(29,472	)
Net loss per share attributable to common stockholders
Basic	$	(0.16	)	$	(0.16	)	$	(0.27	)	$	(0.72	)
Diluted	$	(0.16	)	$	(0.16	)	$	(0.27	)	$	(0.72	)
Weighted average common shares outstanding
Basic		50,754,470			45,938,507			50,074,992			42,155,463
Diluted		50,754,470			45,938,507			50,074,992			42,155,463

ZEVIA PBC

CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)

(in thousands)

	September 30, 2023			December 31, 2022
ASSETS
Current assets:
Cash and cash equivalents	$	38,542		$	47,399
Accounts receivable, net		16,372			11,077
Inventories		49,398			27,576
Prepaid expenses and other current assets		2,909			2,607
Total current assets		107,221			88,659
Property and equipment, net		2,472			4,641
Right-of-use assets under operating leases, net		2,103			708
Intangible assets, net		3,929			4,385
Other non-current assets		630			539
Total assets	$	116,355		$	98,932
LIABILITIES AND EQUITY
Current liabilities:
Accounts payable		37,831		$	8,023
Accrued expenses and other current liabilities		7,174			8,408
Current portion of operating lease liabilities		576			715
Total current liabilities		45,581			17,146
Operating lease liabilities, net of current portion		1,521			—
Total liabilities		47,102			17,146
Stockholders’ equity
Members’ deficit		—			—
Class A common stock		50			48
Class B common stock		21			22
Additional paid-in capital		195,268			189,724
Accumulated deficit		(94,082	)		(79,843	)
Total Zevia PBC stockholders’ equity		101,257			109,951
Noncontrolling interests		(32,004	)		(28,165	)
Total equity		69,253			81,786
Total liabilities and equity	$	116,355		$	98,932

ZEVIA PBC

CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS (UNAUDITED)

(in thousands)

	Nine Months Ended September 30,
	2023			2022
Operating activities:
Net loss	$	(19,171	)	$	(41,477	)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
Non-cash lease expense		423			483
Depreciation and amortization		1,234			1,005
Loss on sale of property, equipment and software, net		101			3
Amortization of debt issuance cost		57			45
Equity-based compensation		6,614			23,781
Changes in operating assets and liabilities:
Accounts receivable, net		(5,295	)		(4,491	)
Inventories		(21,822	)		(5,782	)
Prepaid expenses and other assets		(451	)		97
Accounts payable		30,312			6,248
Accrued expenses and other current liabilities		(1,234	)		1,245
Operating lease liabilities		(436	)		(503	)
Net cash used in operating activities		(9,668	)		(19,346	)
Investing activities:
Proceeds from maturities of short-term investments		—			30,000
Purchases of property, equipment and software		(1,557	)		(2,182	)
Proceeds from sales of property, equipment and software		2,343			—
Net cash provided by investing activities		786			27,818
Financing activities:
Payment of debt issuance costs		—			(334	)
Minimum tax withholding paid on behalf of employees for net share settlement		—			(2,130	)
Proceeds from exercise of stock options		25			118
Net cash provided by (used in) financing activities		25			(2,346	)
Net change from operating, investing, and financing activities		(8,857	)		6,126
Cash and cash equivalents at beginning of period		47,399			43,110
Cash and cash equivalents at end of period	$	38,542		$	49,236

Use of Non-GAAP Financial Information

We use Adjusted EBITDA, a financial measure that is not calculated in accordance with U.S. generally accepted accounting principles (“GAAP”). The Company’s management believes that Adjusted EBITDA, when taken together with our financial results presented in accordance with GAAP, provides meaningful supplemental information regarding our operating performance and facilitates internal comparisons of our historical operating performance on a more consistent basis by excluding certain items that may not be indicative of our business, results of operations or outlook. In particular, we believe that the use of Adjusted EBITDA is helpful to our investors as it is a measure used by management in assessing the health of our business, determining incentive compensation and evaluating our operating performance, as well as for internal planning and forecasting purposes.

We calculate Adjusted EBITDA as net income (loss) adjusted to exclude: (1) other income (expense), net, which includes interest (income) expense, foreign currency (gains) losses, and (gains) losses on disposal of fixed assets, (2) provision (benefit) for income taxes, (3) depreciation and amortization, and (4) equity-based compensation. Adjusted EBITDA may in the future also be adjusted for amounts impacting net income related to the Tax Receivable Agreement liability and other infrequent and unusual transactions.

Adjusted EBITDA is presented for supplemental informational purposes only, has limitations as an analytical tool and should not be considered in isolation or as a substitute for financial information presented in accordance with GAAP. Some of the limitations of Adjusted EBITDA include that (1) it does not properly reflect capital commitments to be paid in the future, (2) although depreciation and amortization are non-cash charges, the underlying assets may need to be replaced and Adjusted EBITDA does not reflect these capital expenditures, (3) it does not consider the impact of equity-based compensation expense, including the potential dilutive impact thereof, and (4) it does not reflect other non-operating expenses, including interest (income) expense, foreign currency (gains) losses and (gains) losses on disposal of fixed assets. In addition, our use of Adjusted EBITDA may not be comparable to similarly titled measures of other companies because they may not calculate Adjusted EBITDA in the same manner, limiting its usefulness as comparative measures. Because of these limitations, when evaluating our performance, you should consider Adjusted EBITDA alongside other financial measures, including our net loss or income and other results stated in accordance with GAAP.

The following table presents a reconciliation of net loss, the most directly comparable financial measure stated in accordance with GAAP, to Adjusted EBITDA for the periods presented:

	Three Months Ended September 30,						Nine Months Ended September 30,
(in thousands)	2023			2022			2023			2022
Net loss and comprehensive loss	$	(11,250	)	$	(9,196	)	$	(19,171	)	$	(41,477	)
Other income, net*		(165	)		(26	)		(908	)		(64	)
(Benefit) provision for income taxes		(5	)		1			31			23
Depreciation and amortization		411			326			1,234			1,005
Equity-based compensation		1,876			6,837			6,614			23,781
Adjusted EBITDA	$	(9,133	)	$	(2,058	)	$	(12,200	)	$	(16,732	)

* Includes interest (income) expense, foreign currency (gains) losses, and (gains) losses on disposal of fixed assets.

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Document and Entity Information	Nov. 07, 2023
Cover [Abstract]
Amendment Flag	false
Entity Central Index Key	0001854139
Document Type	8-K
Document Period End Date	Nov. 07, 2023
Entity Registrant Name	ZEVIA PBC
Entity Incorporation, State or Country Code	DE
Securities Act File Number	001-40630
Entity Tax Identification Number	86-2862492
Entity Address, Address Line One	15821 Ventura Blvd.
Entity Address, Address Line Two	Suite 135
Entity Address, City or Town	Encino
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	91436
City Area Code	855
Local Phone Number	469-3842
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Class A common stock, par value $0.001 per share
Trading Symbol	ZVIA
Security Exchange Name	NYSE
Entity Emerging Growth Company	true
Entity Ex Transition Period	false