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.






         22

  Table of Contents



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.






         23

  Table of Contents



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.






         24

  Table of Contents



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.






         25

  Table of Contents




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.






         26

  Table of Contents




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 )





         27

  Table of Contents




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.






         28

  Table of Contents




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.






         29

  Table of Contents




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.

© Edgar Online, source Glimpses