Our Management's Discussion and Analysis contains not only statements that are
historical facts, but also statements that are forward-looking (within the
meaning of Section 27A of the Securities Act of 1933 and Section 21E of the
Securities Exchange Act of 1934). Forward-looking statements are, by their very
nature, uncertain and risky. These risks and uncertainties include
international, national and local general economic and market conditions;
demographic changes; our ability to sustain, manage, or forecast growth; our
ability to successfully make and integrate acquisitions; existing government
regulations and changes in, or the failure to comply with, government
regulations; adverse publicity; competition; fluctuations and difficulty in
forecasting operating results; changes in business strategy or development
plans; business disruptions; the ability to attract and retain qualified
personnel; the ability to protect technology; and other risks that might be
detailed from time to time in our filings with the Securities and Exchange
Commission (the "SEC").
Although the forward-looking statements in this Quarterly Report reflect the
good faith judgment of our management, such statements can only be based on
facts and factors currently known by them. Consequently, and because
forward-looking statements are inherently subject to risks and uncertainties,
the actual results and outcomes may differ materially from the results and
outcomes discussed in the forward-looking statements. You are urged to carefully
review and consider the various disclosures made by us in this report and in our
other reports as we attempt to advise interested parties of the risks and
factors that may affect our business, financial condition, and results of
operations and prospects.
You should read the following discussion and analysis of our financial condition
and plan of operations together with and our consolidated financial statements
and the related notes appearing elsewhere in this Quarterly Report on Form 10-Q.
In addition to historical information, this discussion and analysis contains
forward-looking statements that involve risks, uncertainties and assumptions.
Our actual results may differ materially from those discussed below. Factors
that could cause or contribute to such differences include, but are not limited
to, those identified below, those discussed in the section titled "Risk Factors"
included elsewhere in this Quarterly Report on Form 10-Q and the risks described
in our Annual Report on Form 10-K for the fiscal year ended December 31, 2021
and our Quarterly Report on Form 10-Q for the quarter ended March 31, 2022. All
amounts in this report are in U.S. dollars, unless otherwise noted.
Summary Overview
We are engaged in the development and sale of alcohol and non-alcohol brands
that are "better-for-you" ("BFY") and "better-for-the-planet". TopPop, our
wholly owned subsidiary, produces low calorie, "ready to go" products,
ready-to-freeze ("RTF") products and ready-to-drink ("RTD") products in
sustainable, flexible and stand-up pouch packaging. TopPop also produces
"cocktails-to-go" pouches and alcohol ice-pops. Our brands include "Bellissima"
by Christie Brinkley, a premium BFY collection of Prosecco, Sparkling Wines, and
Still Wines, all certified vegan and made with organic grapes. Bellissima is
strategically positioned with its Zero Sugar Wines. We operate in multiple
states, sell and distribute across the globe and have Fortune 500 customers that
include some of the world's largest alcohol beverage companies and brands.
United is our 100% owned subsidiary that sells our Bellissima, Bella, Sonja
Sangria and other alcohol beverages to state distributors. United holds all
applicable state and federal licenses in order to sell these products to state
distributors in accordance with the United States three tier distribution
platform.
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We have expertise in developing, from product inception to wholesale
distribution or direct to consumer through the QVC distribution channel, and in
branding alcohol beverages for our company and for third parties. We market and
place products into national distribution through long-standing industry
relationships approximately 45 national or regional alcoholic beverage
distributors. We currently market and sell the following product lines:
· Bellissima Prosecco - these products comprise a line of all-natural and
vegan Prosecco and Sparkling Wines made with organic grapes, including a
Zero Sugar, Zero Carb option, a DOC Brut and a Sparkling Rose. The
Bellissima line of Prosecco and Sparkling Wines includes two new flavor
profiles, a Zero Sugar/Zero Carb Sparkling Rose and a Rose Prosecco;
· Bellissima Zero Sugar Still Wines - this line of five still wines was
launched in March 2022 and are certified vegan and are made with organic
grapes;
· Bella Sprizz Aperitifs - these products comprise a line of aperitifs
consisting of three different expressions, a classic Italian aperitif, an
all-natural elderflower aperitif and a classic Italian bitter;
Sonja Sangria - a celebrity Sangria that we have sold since the second
· quarter of 2021. This product is actively being marketed but does not
represent a significant part of our sales;
· Ready-to-Freeze and Ready-to-Drink Alcoholic Products - these products are
currently produced under contract for third-party national and regional
brands and for our Boozy Pops® product line; and
· BiVi Vodka - a celebrity-branded vodka that we have sold since 2018 under
the brand "BiVi 100 percent Sicilian Vodka" and which currently does not
represent a material portion of our sales.
In addition, we develop and market private label spirits for established
domestic and international chains.
As a result of our July 2021 acquisition of 100% of the equity of TopPop, we are
now a vertically integrated company that develops, produces and distributes
alcoholic brands. TopPop is a premier product development, contract
manufacturing and packaging company that specializes in flexible packaging
applications in the food, beverage and health categories. It has the federal and
state licenses necessary to manufacture and blend malt, wine and spirits-based
products. In June 2020, TopPop opened a 27,000-square-foot FDA-approved
manufacturing facility in Marlton, New Jersey with a Safe Quality Food
certification. In September 2021, TopPop leased a 64,000 square foot facility
for manufacturing in Pennsauken, New Jersey. Construction is now complete, and
the facility reached full-scale production capability at the end of March 2022.
The facility includes approximately $4 million of high-speed packaging equipment
and is expected to triple our production capacity. In February 2022, TopPop
leased an 82,000 square foot warehouse in Pennsauken, NJ.
For its first product line, TopPop identified the single serve, RTD and RTF as
an opportunity for product and packaging innovation. TopPop introduced an
alcohol-infused ice pop in June 2020 and began marketing the concept to major
alcohol companies. In addition, it developed its own product line trademarked
under the name BoozyPopz® which is expected to be sold through e-commerce
platforms and wholesaled directly to sports and entertainment venues. TopPop
manufactured approximately eight million ice pops from its launch in June 2020
through December 31, 2020 and manufactured approximately 42 million ice pops
during the year ended December 31, 2021. TopPop has also developed a pipeline
for the single serve, RTD alcohol cocktail market and anticipates launching a
line of products in this market in 2022. TopPop designs and markets flexible
packaging for its RTD and RTF products with formulations that are low calorie
and contain healthy and natural ingredients. With the opening of TopPop's new
facility at the end of the first quarter of 2022, we expect to have the capacity
to manufacture over 150 million units by the end of 2022.
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We believe TopPop brings to us additional synergies and opportunities for
cross-promoting new and existing products to a broader customer base and better
positions our company to establish and support our brands and to create
sustainable packaging solutions to the consumable goods market. We believe our
focus on lifestyle branding and the rising "Better-for-You,"
"Better-for-the-Planet" consumer categories has made us a leader in developing
celebrity brands worldwide, such as our Bellissima Prosecco by Christie
Brinkley. Our mission is to be an industry leader in the brand development,
marketing and sales of alcoholic beverages and related products by capitalizing
on our ability to procure products from around the world and to develop unique
and innovative packaging to create brand and product line extensions. We plan to
leverage our relationships to add value to our products and to create brand
awareness in unbranded niche categories.
Recent Developments
COVID-19
As a result of COVID-19, we have seen a shift away from the traditional
brick-and-mortar business to a direct-to-consumer business. Although we expect
brick-and-mortar to rebound, we also expect the director-to-consumer model to
stay post-COVID-19, as consumers embrace the convenience of having their
alcoholic beverages delivered to their doorstep. As we expand our relationship
with QVC and our own direct-to-consumer platform through our website, we believe
we are well positioned to execute on this opportunity.
Results of Operations for the Three Months Ended June 30, 2022 and 2021
Introduction
We had sales of $6,654,221 for the three months ended June 30, 2022, and
$584,914 for the three months ended June 30, 2021, an increase of $6,069,307.
Our operating expenses were $5,589,226 for the three months ended June 30, 2022,
compared to $1,896,200 for the three months ended June 30, 2021, an increase of
$3,693,026 or approximately 195%. Our net operating loss was $3,855,679 for the
three months ended June 30, 2022, compared to $1,636,492 for the three months
ended June 30, 2021, an increase of $2,219,187 or approximately 136%. A
significant amount of these increases relate to the inclusion of the results of
TopPop for the three months ended June 30, 2022 and are detailed below.
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Revenues and Net Operating Loss
Our operations for the three months ended June 30, 2022, and 2021 were as
follows:
ICONIC BRANDS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF
OPERATIONS
(Unaudited)
Three Months Ended June 30, Increase /
2022 2021 (Decrease)
REVENUE
Sales $ 6,654,221 $ 584,914 $ 6,069,307
Cost of goods sold 4,920,674 325,206 4,595,468
Gross Profit 1,733,547 259,708 1,473,839
OPERATING EXPENSES
Officers' compensation 257,285 263,750 (6,465 )
Professional and consulting fees 557,128 922,429 (365,301 )
Royalties 60,915 107,407 (46,492 )
Fulfillment costs 212,051 31,752 180,299 )
Travel and entertainment 150,553 6,185 144,368
Payroll 1,139,272 143,727 995,545
Amortization expense 796,600 - 796,600
Other operating expenses, including
occupancy 2,078,937 329,531 1,749,406
General and administrative expenses: 5,252,741 1,804,781 3,447,960
Selling and marketing 336,485 91,419 245,066
Total operating expenses 5,589,226 1,896,200 3,693,026
Loss from operations (3,855,679 ) (1,636,492 ) (2,219,187 )
Other income (expense):
Interest expense (244,152 ) (30,754 ) (213,398 )
Other income (expense) 7,848 - 7,848
Total other income (expense) (236,304 ) (30,754 ) (205,550 )
Net loss $ (4,091,983 ) $ (1,667,246 ) $ (2,424,737 )
Net (loss) income attributable to
noncontrolling interests in
subsidiaries $ (12,004 ) $ 8,772 $ (20,776 )
Net (loss) attributable to Iconic
Brands, Inc. $ (4,079,979 ) $ (1,676,018 ) $ (2,403,961 )
Sales
Our sales are comprised of sales of BiVi Sicilian Vodka, Bellissima Prosecco and
Sparkling Wine, the line of Hooters brand products and our ready to freeze
("RTF") TopPop products. Sales were $6,654,221 for the three months ended June
30, 2022, and $584,914 for the three months ended June 30, 2021, an increase of
$6,069,307 or 1,038%. The increase is due primarily to a $5,795,321 in sales
from our newly acquired TopPop products.
Cost of Sales
Cost of sales was $4,920,674, or approximately 74% of sales, for the three
months ended June 30, 2022 and $325,206, or approximately 56% of sales, for the
three months ended June 30, 2021. Cost of sales includes the cost of the
products purchased from our suppliers, freight-in costs and import duties. The
significant increase in cost of goods as a percentage of sales, year over year,
is due to the change in product mix in 2021 as a result of our TopPop
acquisition. Cost of goods for the three months ended June 30, 2022 for our
alcohol sales remains at approximately 45%, which is similar to the prior year,
while the costs associated with our TopPop acquisition were approximately 78%
during the three months ended June 30, 2022.
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Officers' Compensation
Officers' compensation was $257,285 for the three months ended June 30, 2022 and
$263,750 for the three months ended June 30, 2021.
Professional and Consulting Fees
Professional and consulting fees were $557,128 for the three months ended June
30, 2022 and $922,429 for the three months ended June 30, 2021, a decrease of
$365,301. Professional and consulting fees consist primarily of legal and,
accounting and auditing services. The decrease was due to approximately $429,000
of stock issued to consultants in the three months ended June 30, 2021. There
was no stock issued to consultants during the three months ended June 30, 2022.
Royalties
We expensed royalties of $60,915 for the three months ended June 30, 2022
compared to $107,407 for the three months ended June 30, 2021, a decrease of
$46,492. Royalties decreased due primarily to lack of Hooters sales in 2022
compared to 2021.
Travel and Entertainment
Travel and entertainment expenses were $150,553 for the three months ended June
30, 2022 and $6,185 for the three months ended June 30, 2021, an increase of
$144,368. The increase was a result of limited travel during the three months
ended June 30, 2021 due to the COVID-19 environment. During the three months
ended June 30, 2022, our personnel attended numerous product development events.
Payroll Expenses
Payroll expenses for the three months ended June 30, 2022 and 2021 were
$1,139,272 and $143,727, respectively. The significant increase is due to the
hiring of personnel and additional employees from TopPop.
Amortization expense
The amortization expense of $796,600 was related to the amortization of
intangibles from the TopPop acquisition in 2021. There was no amortization
expense during the six months ended June 30, 2021.
Other Operating Expenses
Other operating expenses were $2,078,937 for the six months ended June 30, 2022
and $329,531 for the six months ended June 30, 2021, an increase of $1,749,406
or approximately 531%. The increase is primarily due to the late
filing penalties of $603,000 and approximately $950,000 of general and
administrative expenses of TopPop, which includes approximately $400,000 of rent
expense, $258,000 of depreciation expense and $227,000 of facility expenses.
Selling and marketing
Marketing and advertising expenses were $336,485 for the three months ended June
30, 2022, and $91,419 for the three months ended June 30, 2021, an increase of
$245,066. The increase resulted primarily from related expenses of TopPop as
well as spending to increase the visibility of our products through website
design and distributor promotions.
Net operating loss
We had a loss from operations of $3,855,679 for the three months ended June 30,
2022 and $1,636,492 for the three months ended June 30, 2021, an increase of
$2,219,187, or approximately 136%. Our loss from operations increased, as set
forth above.
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Other Income and Expense
We had interest expense of $244,152 and $30,754 for the three months ended June
30, 2022 and 2021. The increase in 2021 is due to the interest accrued on the
factoring liability and TopPop Note.
Net (income) loss attributable to Noncontrolling Interests in Subsidiaries
Net income (loss) attributable to noncontrolling interests in subsidiaries
represented 49% of the net loss of Bellissima and BiVi (of which we own 51%) and
is accounted for as a reduction in the net loss attributable to our Company. Net
loss for the three months ended June 30, 2022 was $12,004 compared to a net
income of $8,772 for the three months ended June 30, 2021.
Net Loss Attributable to Iconic Brands, Inc.
The net loss attributable to Iconic was $4,079,979 for the three months ended
June 30, 2022 and $1,676,018 for the three months ended June 30, 2021, an
increase of $2,403,961 or approximately 143%. The net loss from Iconic increased
primarily as a result of the items described above.
Results of Operations for the Six Months Ended June 30, 2022 and 2021
Our operations for the six months ended June 30, 2022 and 2021 were as follows:
June 30, June 30, Increase /
2022 2021 (Decrease)
Sales $ 10,701,018 $ 1,219,447 $ 9,481,571
Cost of Sales 7,125,713 643,839 6,481,874
Gross Profit 3,575,305 575,608 2,999,697
Operating expenses:
Officers compensation 482,746 367,500 115,246
Professional and consulting 1,131,152 1,081,332 49,820
Royalties 94,146 206,535 (112,389 )
Fulfillment costs 334,871 171,752 163,119
Travel and entertainment 238,308 19,028 219,280
Amortization expense 1,593,200 - 1,593,200
Payroll expense 2,367,337 287,454 2,079,883
Other operating expenses, including
occupancy 3,469,368 545,150 2,924,218
General and administrative expenses 9,711,128 2,678,751 7,032,377
Selling and marketing 688,462 212,587 475,875
Total operating expenses 10,399,590 2,891,338 7,508,252
Loss from operations (6,824,285 ) (2,315,730 ) (4,508,555 )
Other income (expense):
Gain on forgiveness of PPP loan - 28,458 (28,458 )
Interest expense (427,286 ) (30,754 ) (396,532 )
Other income (expense) 7,848 - 7,848
Total other income (expense) (419,438 ) (2,296 ) (417,142 )
Net loss $ (7,243,723 ) $ (2,318,026 ) $ (4,925,697 )
Net (loss) income attributable to $
noncontrolling interests in subsidiaries $ (105,823 ) $ 24,946 (130,769 )
Net (loss) attributable to Iconic $
Brands, Inc. $ (7,137,900 ) $ (2,342,972 ) (4,794,928 )
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Sales
Our sales are comprised of sales of BiVi Sicilian Vodka, Bellissima Prosecco and
Sparkling Wine, the line of Hooters brand products and our RTF TopPop products.
Sales were $10,701,018 for the six months ended June 30, 2022, and $1,219,447
for the six months ended June 30, 2021, an increase of $9,481,571 or 778%.
Cost of Sales
Cost of sales was $7,125,713, or approximately 67% of sales, for the six months
ended June 30, 2022 and $643,839, or approximately 53% of sales, for the six
months ended June 30, 2021. Cost of sales includes the cost of the products
purchased from our suppliers, freight-in costs and import duties. The
significant increase in cost of goods as a percentage of sales, year over year,
is due to the change in product mix in 2021 as a result of our TopPop
acquisition. Cost of goods for the six months ended June 30, 2022 for our
alcohol sales remains at approximately 43%, which is similar to the prior year,
while the costs associated with our TopPop acquisition were approximately 70%
during the six months ended June 30, 2022.
Officers Compensation
Officers' compensation was $482,746 for the six months ended June 30, 2022 and
$367,500 for the six months ended June 30, 2021. This increase of $115,246 was
due to the hiring of additional executives.
Professional and Consulting Fees
Professional and consulting fees were $1,131,152 for the six months ended June
30, 2022 and $1,081,332 for the six months ended June 30, 2021, an increase of
$49,820. Professional and consulting fees consist primarily of legal, accounting
and auditing services.
Royalties
Royalties were $94,146 for the six months ended June 30, 2022 and $206,535 for
the six months ended June 30, 2021, a decrease of $112,389. Royalties decreased
due primarily to lack of Hooters sales in 2022 compared to 2021.
Fulfillment costs
Fulfillment costs expenses were $334,871 for the six months ended June 30, 2022
and $171,752 for the six months ended June 30, 2021. The increase was a result
of higher QVC sales compared to the same period last year.
Travel and Entertainment
Travel and entertainment expenses were $238,308 for the six months ended June
30, 2022 and $19,028 for the six months ended June 30, 2021, an increase of
$219,280. The increase was a result of limited travel during the six months
ended June 30, 2021 due to the COVID-19 environment. During the six months ended
June 30, 2022, our personnel attended numerous product development events.
Payroll Expenses
Payroll expenses for the six months ended June 30, 2022 and 2021 was $2,367,337
and $287,454, respectively. The significant increase is due to the hiring of
personnel and the additional employees from TopPop.
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Amortization expense
The amortization expense of $1,593,200 was related to the amortization of
intangibles from the TopPop acquisition in 2021. There was no amortization
expense during the six months ended June 30, 2021.
Other Operating Expenses
Other operating expenses were $3,469,368 for the six months ended June 30, 2022
and $545,150 for the six months ended June 30, 2021, an increase of $2,924,218
or approximately 536%. The increase is primarily due to the equity based
compensation expense of $559,596, late filing penalties of $603,000 and
approximately $1.8 million of general and administrative expenses of TopPop,
which included approximately $770,000 of rent expense, $335,000 of depreciation
expense and $465,000 of facility expenses.
Selling and marketing
Marketing and advertising expenses were $688,462 for the six months ended June
30, 2022, and $212,587 for the three months ended June 30, 2021, an increase of
$475,875. The increase resulted primarily from related expenses of TopPop as
well as spending to increase the visibility of our products through website
design and distributor promotions.
Income (Loss) from Operations
We had a loss from operations of $6,824,285 for the six months ended June 30,
2022 and $2,315,730 for the six months ended June 30, 2021, an increase of
$4,508,555, or approximately 195%. Our loss from operations increased, as set
forth above.
Liquidity and Capital Resources
Introduction
During the six months ended June 30, 2022 and 2021, we had negative operating
cash flows. Our cash on hand as of June 30, 2022, was $4,697,929. We raised $11
million, net of fees, through the funding of the second tranche of the equity
financing on January 5, 2022. We have strong medium- to long-term cash needs. We
anticipate that these needs will be satisfied through our cash flows from
operations and additional financing activities, as necessary. Furthermore, of
the $7,243,723 of general and administrative expenses, $2,920,877 was non-cash
related and we expect to increase sales in future periods.
Our cash, current assets, total assets, current liabilities, and total
liabilities as of June 30, 2022 and December 31, 2021, respectively, were as
follows:
June 30, December 31,
2022 2021 Change
Cash $ 4,697,929 $ 2,190,814 $ 2,507,115
Total Current Assets 13,480,560 4,346,003 9,134,557
Total Assets 62,493,619 50,706,656 11,786,963
Total Current Liabilities 13,641,891 16,650,909 (3,009,018 )
Total Liabilities
$ 39,066,615 $ 31,593,601 $ 7,473,014
Our cash increased $2,507,115 and total current assets increased $11,786,963.
Our total current liabilities decreased $3,009,018, which represents our
recognition of the contingent consideration from current to noncurrent liability
of approximately $8.2 million, partially offset by increase in accounts payable
and notes payable. Our total liabilities increased $7,473,014 as a result of an
increase in operating lease liability of $2.6 million from the new TopPop lease,
an increase of approximately $1.5 million in notes payable and an increase in
accounts payable and accrued expenses of approximately $3.5 million. Our
stockholders' equity increased from $19,113,055 to $23,427,004 due primarily to
recognition of certain intangible assets associated with the TopPop acquisition
(see full Balance Sheet for comparison).
In order to repay our obligations in full or in part when due, we may be
required to raise significant capital from other sources and to execute on our
business plans for TopPop. There is no assurance that we will be successful in
these efforts.
Cash Requirements
Our cash on hand as of July 31, 2022 was approximately $4,194,000. We anticipate
that the funding from financing activities and product sales will be enough to
sustain us for the next 12 months. In addition, holders approximately $3.55
million of the TopPop Notes have indicated that they will not seek cash
settlement prior to August 2023. The Company has not received any demand for
payment on any of the other notes. We expect to be able get further extension of
these notes, if needed.
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Sources and Uses of Cash
Operations
Our net cash used in operating activities for the six months ended June 30, 2022
and 2021 was $7,890,591 and $1,106,882, respectively, an increase of $6,783,709.
Changes to working capital included increases of $4,592,303 related to accounts
receivable and $1,630,641 for inventory, partially offset by a decrease of
$3,508,589 related to accounts payable and accrued expenses. The net loss was
further offset by non-cash transactions of $559,596 related to equity
compensation, $1,593,200 related to amortization of intangibles, $380,018 of
amortization of right of use assets and $341,063 of depreciation of fixed
assets.
Investments
For the six months ended June 30, 2022 we used cash for investing activities of
$2,070,377 for the purchase of fixed assets and leasehold improvements. There
was no cash used during the six months ended June 30, 2021.
Financing
Our net cash provided from financing activities for the six months ended June
30, 2022 was $10,998,076 compared to cash used of $901,520 for the six months
ended June 30, 2021. The large inflow of cash in 2022 resulted from the
Financing Transaction (detailed herein under "Recent Developments") of the
second tranche on January 5, 2022.
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