RDE, Inc. Files 2023 Annual Report on Form 10-K

TL;DR

<b>RDE, Inc. has filed its 2023 annual report (10-K), detailing its financial performance and corporate information.</b>

AI Summary

RDE, Inc. (GIFT) filed a Annual Report (10-K) with the SEC on April 9, 2024. RDE, Inc. filed its annual report on Form 10-K for the fiscal year ended December 31, 2023. The filing covers the period from January 1, 2023, to December 31, 2023. The company's principal business address is located at 5880 Live Oak Parkway, Suite 100, Norcross, GA 30093. RDE, Inc. was formerly known as uBid Holdings, Inc./New and Incumaker, Inc. The filing includes financial data for the fiscal years ended December 31, 2023, 2022, and 2021.

Why It Matters

For investors and stakeholders tracking RDE, Inc., this filing contains several important signals. This 10-K filing provides a comprehensive overview of RDE, Inc.'s financial health and operational status for the fiscal year 2023, which is crucial for investors to assess the company's performance and future prospects. The document contains historical financial data and details on corporate structure changes, offering insights into the company's evolution and strategic direction.

Risk Assessment

Risk Level: — RDE, Inc. shows moderate risk based on this filing. The filing is a standard annual report (10-K) and does not contain immediate red flags or significant negative developments, indicating a routine disclosure.

Analyst Insight

Investors should review the detailed financial statements and risk factors within the 10-K to understand RDE, Inc.'s performance and potential challenges.

Key Numbers

• 2023-12-31 — Fiscal Year End (The end date of the reporting period for the 10-K.)
• 2024-04-09 — Filing Date (The date the 10-K was filed with the SEC.)
• 5961 — SIC Code (Standard Industrial Classification code for RDE, Inc.)

Key Players & Entities

• RDE, Inc. (company) — Filer of the 10-K report.
• uBid Holdings, Inc./New (company) — Former name of RDE, Inc.
• Incumaker, Inc. (company) — Previous former name of RDE, Inc.
• Norcross, GA (location) — Location of RDE, Inc.'s business and mailing address.

FAQ

Industry Context

RDE, Inc. operates within the retail catalog and mail-order houses industry (SIC 5961).

Regulatory Implications

The filing is made under the Securities Exchange Act of 1934, requiring public companies to submit regular financial disclosures.

What Investors Should Do

1. Review RDE, Inc.'s financial statements for the fiscal year ended December 31, 2023.
2. Analyze any disclosed risk factors and management's discussion and analysis.
3. Compare the 2023 financial performance against previous years (2022, 2021) as presented in the filing.

Key Dates

• 2023-12-31: Fiscal Year End — Marks the end of the reporting period for the 10-K.
• 2024-04-09: Filing Date — Date RDE, Inc. submitted its 10-K to the SEC.

Year-Over-Year Comparison

This filing represents the annual report for the fiscal year 2023, providing updated financial and operational information compared to previous filings.

Key Financial Figures

• $26,682,000, m — rdCash from CardCash's stockholders for $26,682,000, made up of 6,108,007 shares of RDE's comm
• $24,432,000 — RDE's common stock with a fair value of $24,432,000 or $4.00 per share, $750,000 in cash (i
• $4.00 — ock with a fair value of $24,432,000 or $4.00 per share, $750,000 in cash (including
• $750,000 — alue of $24,432,000 or $4.00 per share, $750,000 in cash (including $250,000 advanced in
• $250,000 — per share, $750,000 in cash (including $250,000 advanced in October 2023), and the issu
• $1,500,000 — , and the issuance of notes payable for $1,500,000. 1 Our Business We have two princ
• $100 million — to its success in saving consumers over $100 million since its inception. In addition to i
• $1.4 — ing gift card market projected to reach $1.4 trillion by 2026. Moreover, CardCash
• $1,800,000 — led all CardCash branded exchanges with $1,800,000 and $1,900,000 in revenue, respectively
• $1,900,000 — h branded exchanges with $1,800,000 and $1,900,000 in revenue, respectively. CardCash Ch
• $807,031 — eting Efforts . CardCash has spent only $807,031 in marketing its services or 0.9% of it
• $5 — estaurants. The certificates range from $5 to $100 and never expire. Discount Di
• $100 — ants. The certificates range from $5 to $100 and never expire. Discount Dining Pas
• $807,000 — r Restaurant.com we spent approximately $807,000 on advertising and marketing efforts to
• $1,500 — ssion Junction for a monthly payment of $1,500 to $3,500 that generates potential lead

Filing Documents

• form10-k.htm (10-K) — 1823KB
• ex10-1.htm (EX-10.1) — 8KB
• ex31-1.htm (EX-31.1) — 18KB
• ex31-2.htm (EX-31.2) — 18KB
• ex32-1.htm (EX-32.1) — 9KB
• ex32-2.htm (EX-32.2) — 9KB
• form10-k_001.jpg (GRAPHIC) — 1KB
• form10-k_002.jpg (GRAPHIC) — 1KB
• form10-k_003.jpg (GRAPHIC) — 1KB
• form10-k_004.jpg (GRAPHIC) — 1KB
• ex10-1_001.jpg (GRAPHIC) — 356KB
• ex10-1_002.jpg (GRAPHIC) — 341KB
• ex10-1_003.jpg (GRAPHIC) — 318KB
• ex10-1_004.jpg (GRAPHIC) — 348KB
• ex10-1_005.jpg (GRAPHIC) — 321KB
• ex10-1_006.jpg (GRAPHIC) — 343KB
• ex10-1_007.jpg (GRAPHIC) — 268KB
• ex10-1_008.jpg (GRAPHIC) — 378KB
• ex10-1_009.jpg (GRAPHIC) — 68KB
• ex10-1_010.jpg (GRAPHIC) — 27KB
• 0001493152-24-014101.txt (&nbsp;) — 11329KB
• rstn-20231231.xsd (EX-101.SCH) — 60KB
• rstn-20231231_cal.xml (EX-101.CAL) — 74KB
• rstn-20231231_def.xml (EX-101.DEF) — 207KB
• rstn-20231231_lab.xml (EX-101.LAB) — 423KB
• rstn-20231231_pre.xml (EX-101.PRE) — 343KB
• form10-k_htm.xml (XML) — 1070KB

Risk Factors

Item 1A. Risk Factors 10

Unresolved Staff Comments

Item 1B. Unresolved Staff Comments 2 7

Cybersecurity

Item 1C. Cybersecurity 27

Properties

Item 2. Properties 28

Legal Proceedings

Item 3. Legal Proceedings 28

Mine Safety Disclosures

Item 4. Mine Safety Disclosures 28 PART II 29

Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 29

Selected Financial Data

Item 6. Selected Financial Data 29

Management's Discussion and Analysis of Financial Condition and Results of Operations

Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations 30

Quantitative and Qualitative Disclosures About Market Risk

Item 7A. Quantitative and Qualitative Disclosures About Market Risk 38

Financial Statements and Supplementary Data

Item 8. Financial Statements and Supplementary Data 39

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 40

Controls and Procedures

Item 9A. Controls and Procedures 40

Other Information

Item 9B. Other Information 40

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections 40 PART III 41

Directors, Executive Officers and Corporate Governance

Item 10. Directors, Executive Officers and Corporate Governance 41

Executive Compensation

Item 11. Executive Compensation 45

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 50

Certain Relationships and Related Transactions, and Director Independence

Item 13. Certain Relationships and Related Transactions, and Director Independence 51

Principal Accountant Fees and Services

Item 14. Principal Accountant Fees and Services 51 PART IV 52

Exhibits, Financial Statement Schedules

Item 15. Exhibits, Financial Statement Schedules 52

Form 10-K Summary

Item 16. Form 10-K Summary 52 i CAUTIONARY This Annual Report contains forward-looking statements that involve risks and uncertainties. These forward-looking statements are not historical facts but rather are plans and predictions based on current expectations, estimates, and projections about our industry, our beliefs, and assumptions. We use words such as "may," "will," "could," "should," "anticipate," "expect," "intend," "project," "plan," "believe," "seek," "assume," and variations of these words and similar expressions to identify forward-looking statements. These statements are not guarantees of future performance and are subject to certain risks, uncertainties, and other factors, some of which are beyond our control, are difficult to predict and could cause actual results to differ materially from those expressed or forecasted in the forward-looking statements. These risks and uncertainties include those described in the section entitled "Risk Factors." You should not place undue reliance on these forward-looking statements because the matters they describe are subject to certain risks, uncertainties, and assumptions that are difficult to predict. Our forward-looking statements are based on the information currently available to us and speak only as of the date on which they were made. Over time, our actual results, performance, or achievements may differ from those expressed or implied by our forward-looking statements, and such difference might be significant and materially adverse to our security holders. Except as required by law, we undertake no obligation to update publicly any forward-looking statements, whether as a result of new information, future events, or otherwise. We have identified some of the important factors that could cause future events to differ from our current expectations and they are described in this Annual Report on Form 10-K ("Annual Report") under the caption

Business

Business We have two principal divisions, B2C and B2B, for both CardCash and for Restaurant.com. CardCash CardCash operates as a leading gift card exchange platform, facilitating the purchase and sale of unused gift cards at discounted rates for both consumers and businesses. The Company's mission is to provide a seamless marketplace for individuals looking to maximize the value of their gift cards while also offering businesses innovative solutions to leverage this market. CardCash's core service offering includes the buying and selling of gift cards from over 1,100 retailers, such as Target, Home Depot, Starbucks and TJ Maxx, among others. By connecting buyers and sellers, CardCash enables consumers to unlock value from unused gift cards and save significant amounts on their purchases. CardCash purchases unused gift cards at a value lower than their face worth and subsequently retails them at a discounted rate to discerning shoppers nationwide. This avenue not only allows individuals to obtain cash for their unneeded gift cards but also enables them to make cost-effective purchases through discounted gift cards. With advanced fraud prevention technology, known as FraudFix, CardCash ensures the security and integrity of all transactions conducted on its platform. This commitment to trust and reliability has contributed to its success in saving consumers over $100 million since its inception. In addition to its consumer-focused operations, CardCash provides white-label solutions for brands, allowing them to integrate gift card exchange capabilities into their own platforms. Major retailers like Amazon, Best Buy, CVS and Dell have capitalized on these solutions to enhance their customer offerings and drive additional revenue streams through gift cards without compromising product value. By fostering a mutually beneficial ecosystem, CardCash.com drives a scenario where consumers and businesses effortlessly trade unwanted gift cards while others access

Business

Business model Principal-based Marketplace Various Although CardCash believes it compete favorably on the factors described above, it anticipates that larger, more established companies may directly compete with it on a principal-based model and such a competitor could have greater financial, technical, marketing and other resources than it does. These competitors may engage in more extensive research and development efforts, undertake more far-reaching marketing campaigns and adopt more aggressive pricing policies, which may allow them to reduce the number of potential consumers and retailers that form the basis of CardCash's revenue base. Restaurant.com We have a substantial number of competing groups buying sites. These competitors offer substantially the same or similar product offerings as us. Among the companies that focus on the dining and savings category and certain of the subcategories in which we participate are the following: discount (e.g., Groupon.com, Entertainment.com); ratings and reviews communities (Zagat.com, TripAdvisor); restaurant listings (Yelp, Zomato and OpenTable); food content (Food Network, Food.com and Epicurious); eCommerce (Groupon, TravelZoo and Woot); and takeout and delivery (DoorDash.com, GrubHub.com UberEats.com and Delivery.com). 6 We believe the principal competitive factors in our market include the following: breadth of customer base and number of restaurants featured; ability to deliver a high volume of relevant deals to consumers; ability to produce high purchase rates for deals among customers; ability to generate positive return on investment for merchants; and strength and recognition of our brand. We believe we compete favorably on several of the factors described above and plan to increase our standing in each of these categories. As of December 31, 2023, our customer base was 6.2 million and during 2023 we featured deals at over 184,000 restaurants and merchants. Although we believe w

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View this 10-K filing on SEC EDGAR