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    BEV   CA08783B1013

BEVCANNA ENTERPRISES

(BEV)
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BevCanna Enterprises : For the period ended September 30, 2021

11/30/2021 | 01:31pm EST

BEVCANNA ENTERPRISES INC.

MANAGEMENT'S DISCUSSION & ANALYSIS

For the nine months ended September 30, 2021 and 2020

Prepared as of November 29, 2021

INTRODUCTION

The following management's discussion and analysis ("MD&A") is a review of operations, current financial position and outlook for Bevcanna Enterprises Inc. (the "Company") and should be read in conjunction with the Company's condensed interim consolidated financial statements for the nine months ended September 30, 2021, the audited consolidated financial statements for the year ended December 31, 2020 and notes thereto. The Company prepares its financial statements in accordance with International Financial Reporting Standards ("IFRS").

As used in this MD&A and unless otherwise indicated, the terms "we", "us", "our", and "Company" refer to BevCanna Enterprises Inc. Unless otherwise specified, all dollar amounts are expressed in Canadian dollars.

The recent outbreak of the coronavirus, also known as "COVID-19", continues to impact worldwide economic activity. The extent to which the coronavirus may impact the Company's business activities will depend on future developments, such as the ultimate geographic spread of the disease, the duration of the outbreak, travel restrictions, business disruptions, and the effectiveness of actions taken in Canada and other countries to contain and treat the disease. These events are highly uncertain and as such, the Company cannot determine their financial impact at this time.

CAUTIONARY NOTE REGARDING FORWARD LOOKING STATEMENTS

This MD&A contains forward-looking statements. Forward-looking statements are subject to risks and uncertainties that could cause actual results to differ materially from such statements. The words "aim," "anticipate," "believe," "continue," "could," "expect," "intend," "likely", "may," "optimistic," "plan," "potential", "predict", "should," "would," and other similar expressions are intended to identify forward-looking statements. Forward-looking statements are based on material factors and assumptions made by our Company in light of management's experience and perception of historical trends, current conditions and expected future developments, as well as other factors that we believe are appropriate in the circumstances, including but not limited to:

  • the Company's expectations regarding its consolidated revenue, expenses and operations;
  • the Company's anticipated cash needs, its needs for additional financing;
  • the Company's intention to develop its business and its operations;
  • expectations with respect to future production costs and capacity;

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  • the grant and impact of any licence or supplemental licence to conduct activities with cannabis or any amendments thereof;
  • expectations with respect to the future growth of its medical and/or adult-use recreational cannabis products;
  • the Company's competitive position and the regulatory environment in which the Company operates; and
  • expectations with respect to the Company's intended operations in California and the United States.

These statements are only predictions and involve known and unknown risks, uncertainties and other factors that may cause actual results to differ materially from those indicated in these statements, including, but not limited to:

  • uncertainty with respect to the conflict between United States federal and state laws;
  • uncertainty over whether a market will develop for the Company's products;
  • the Company's limited operating history;
  • potential or actual conflicts of interest;
  • the risk the Company is unable to obtain additional financing to achieve its business objectives and execute its strategy on satisfactory terms, or at all;
  • uncertainty about the Company's ability to continue as a going concern; and
  • changes in general economic or political conditions.

The forward-looking statements contained in this MD&A reflect our views and assumptions only as of the date of this MD&A. The Company undertakes no obligation to update or revise any forward-looking statements after the date on which the statement is made, except as required by applicable laws, including the securities laws of Canada.

SIGNIFICANT TRANSACTION

On February 22, 2021, the Company announced that it has closed its acquisition of Naturo Group Investments Inc. The combination of these two emerging industry leaders creates a diversified health and wellness; beverage and natural products company, with a global multi-channel sales and distribution network positioned for growth.

On December 11, 2020, and as amended on January 31, 2021, the Company entered into an amalgamation agreement to complete the acquisition of all issued and outstanding securities of Naturo Group Investments Inc. ("Naturo"). Naturo develops and manufactures beverages and consumer products for in-house brands and private label clients and is based in BC. The acquisition closed on February 18, 2021.

In accordance with IFRS 3, the substance of a transaction constitutes a business combination as the business of Naturo meets the definition of a business under the standard. Accordingly, the assets acquired and the liabilities assumed have been recorded at their respective estimated fair values as of the acquisition date.

The purchase price is based on management's estimate of the fair value of the following transactions:

  1. 50,000,000 common shares of the Company were issued to the former shareholders of Naturo with a fair value of $36,398,323.
  2. The Company assumed the obligation to issue:
    1. 450,000 common shares (each, an "Option Share") in the capital of the Company pursuant to outstanding options in Naturo exercisable at $0.25 per Option Share until July 31, 2024,

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  1. 26,250,000 common shares (each, a "Warrant Share") in the capital of the Company issuable upon exercise of outstanding warrants in Naturo exercisable at $0.50 per Warrant Share until August 19, 2021, and
  2. Such common shares (each, a "Debenture Share") in the capital of the Company as may be issuable pursuant to a convertible debenture in Naturo in the principal amount of $1,468,373 convertible at $0.40 per Debenture Share, maturing on January 27, 2023 and accruing interest at an annual rate of 10% which is also convertible into Debenture Shares.

DESCRIPTION OF BUSINESS

The Company is a diversified health and wellness and natural products producer and marketer. Through its wholly-owned subsidiary, BevCanna Operating Corp. ("Bevopco"), it owns and operates an approximately 10,000 sq. ft. tetrahydrocannabinol ("THC") beverage manufacturing plant near Osoyoos, BC. The plant, having just recently been approved by Health Canada, commence production of THC beverages for its white-label clients in Q3 2021. At a later date, it will also begin production of its own branded line of THC products.

Through Naturally Pure Therapy Products Corporation ("NPT"), acquired on September 4, 2020, the Company sells a range of nutraceutical and hemp-based cannabidiol ("CBD") health products through its direct-to-consumere-commerce platform in the United States and Western Europe.

Through the acquisition of Naturo Group Enterprises Inc. ("Naturo") on February 19, 2021, the Company owns and operates an approximately 30,000 sq. ft. conventional beverage bottling plant adjacent to the Bevopco facility. The plant has its own water source, a naturally alkaline spring water aquifer. Naturo also owns approximately 295 acres of prime agricultural land on the same site. Through Naturo, the Company manufactures and markets the TRACE brand of alkaline and plant-based mineral beverages, concentrates and shots to approximately 3000 retail customer stores across Canada. It also offers custom beverage manufacturing on a private label basis to Canadian retail chains.

The Company holds licences for processing and research under the Cannabis Act and a hemp cultivation licence under the Industrial Hemp Regulations in addition to the originally applied for Production Licence and Sales Licence. In May 2019, Health Canada issued the hemp cultivation licence to the Company. In August 2019, Health Canada issued the cannabis research licence to the Company. In February 2021, Health Canada issued the Standard Processing license to the Company. On April 15, 2021, the Canada Revenue Agency issued the Cannabis License under the Excise Act, 2001 to the Company.

OVERALL PERFORMANCE

The Company has not yet achieved profitable operations. The Company recognized $1,101,347 revenue for the third quarter of 2021. Of this amount, $398,022 is e-commerce sales and $703,325 is revenue from beverage operations. In the prior year, the Company had revenue of $94,010.

The Company successfully commercialized an array of beverage products in Q3. The Company's future performance depends on, among other things: (i) launching products with a healthy margin while staying competitive; (ii) improving risk diversification by expanding the Company business portfolio through M&A activities; and (iii) providing funding to support NPT's e-commerce platform growth.

The Company obtained a gross margin of over 32% in Q3 due largely to a now completed high profit margin specialty order. Given the above, the gross margin achieved is unlikely to be replicated in Q4.

On August 11, 2021, the Company announced the receipt of purchase orders from Ontario Cannabis Store ("OCS") and expected the products will be available in Ontario retail locations and online at ocs.ca in September 2021.

On August 18, 2021, the Company announced the receipt of purchase orders from Alberta Gaming and Liquor Commission ("AGLC") and expected the products will be available in Alberta retail locations and

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online at AlbertaCannabis.org by the fall 2021. The Company also announced the premiere of local B.C. beverage brand State B Cannabis Beverage Co. with three flavours: Sparkle, Zing and Resolve through an exclusive white-label program will be available in Alberta retailers.

On August 19, 2021, the Company entered into a White-label cannabis beverage manufacturing agreement with The Tinley Beverage Company Inc. ("Tinley's") (CSE:TNY, OTCQX:TNYBF), to manufacture the award-winning Tinley's Tonics products for the Canadian market. The Company will produce and distribute the full line of Tinley's ready-to-drink, adult beverage-inspired sparkling Tinleys Classics, Canadian versions of Tinley's Tonics, currently available in California.

On September 13, 2021, the Company entered into a sales services agreement with Velvet Management Inc. ("Velvet") to represent the Company at all levels of selling and marketing, to government buyers and private retailers.

On September 15, 2021, the Company announced the receipt of purchase orders from the British Columbia Liquor Distribution Branch ("BCLDB") and expected products deliveries in late September 2021.

On September 20, 2021, the Company entered into a definitive agreement to acquire Embark Health Inc. ("Embark"). The acquisition will accelerate the Company's evolution into a diversified health and wellness brand with Embark's products offering from Cannabis concentrates, liquid and powder beverage mixes, topicals to edible products. For the full details of this acquisition, please refer to the Company's news release dated September 20, 2021.

On September 27, 2021, the Company announced the successful production and delivery of its first batch of Keef Brands cannabis-infused beverages to the Ontario Cannabis Store ("OCS") and scheduled further production run in the third and fourth quarters. The Company also expected the Keef products to hit British Columbia and Alberta shelves by early November 2021.

On September 29, 2021, the Company announced the TRACE line of natural alkaline spring waters will be the official Water Supplier of the Canadian E-Prix / 2022 Vancouver E-Prix event (taking place on June 30

  • July 2, 2022), including the highly anticipated Formula E electric car race, part of the ABB FIA Formula E World Championship series.

On October 5, 2021, the Company entered into a wholesale distribution agreement with United Natural Foods, Inc. ("UNFI") to distribute the Company's TRACE line of products to retailers across Canada.

On October 7, 2021, the Company entered into a white-label agreement with Xebra Brands Ltd. ("Xebra") to produce and distribute Xebra Brands' Vicious CitrusTM THC Lemonade into the Canadian market.

On October 14, 2021, the Company entered into a white-label agreement with Averi Health Products ("Averi") to produce and distribute a portfolio of cannabis-infused beverages into the Canadian market.

On October 20, 2021, the Company announced granted an amendment to its Health Canada-authorized Cannabis Research License to include sensory evaluations of cannabis beverages in the product development trials. The update to the license will allow the Company to conduct on-site human assessments of the taste, smell, feel and visual appeal of products in development, opening up significant opportunities in the formulation and refinement of the Company's products and those of the white-label clients.

On November 3, 2021, the Company engaged international investor relations specialists MZ Group ("MZ") to lead comprehensive strategic investor relations and financial communications program across all key markets.

On November 8, 2021, the Company announced the initial shipment of Keef Brands cannabis-infused beverages to the British Columbia Liquor Distribution Branch ("BCLDB") has sold out online. The Company has scheduled production runs to keep with the strong customer demand.

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On November 23, 2021, the Company announced the TRACE alkaline water will be the exclusive water partner for Country Music Week 2021. As the exclusive water partner of Country Music Week 2021 and the 2021 CCMA Awards, TRACE will keep fans, artists and the Canadian country music industry hydrated. With products available in all official welcome packages, backstage at CCMA-sanctioned events and available for purchase at all main points of sale. TRACE branding will also be included on all menu listings throughout Country Music Week 2021.

Management Changes

On March 3, 2021, the Company announced the appointment of Melise Panetta as the new President, succeeding Martino Ciambrelli. Mr. Ciambrelli will continue to help to assist the Company through his seat on the Board of Directors, as well as his continued position as Senior Person in Charge on the Company's Health Canada Standard Processing License. Ms. Panetta is a highly experienced sales, marketing and commercial leader within the CPG sector, having held senior and executive roles at global companies such as General Mills (NYSE:GIS), PepsiCo (Nasdaq:PEP), and S.C. Johnson. Ms. Panetta's broad experience in both the CPG and cannabis sectors positions her well to lead the Company into a fully diversified health and wellness beverage and natural products company.

OUTLOOK

With the receipt of its Standard Processing License in February 2021, the Company completed its commercialization of THC infused beverages in Q3 and is now rapidly progressing to nationwide distribution.

With the completion of the acquisition of Naturo in February 2021, the Company is moving rapidly to broaden distribution and bring additional innovative new products to the market.

The Company's business objectives through the balance of the current year include:

  • Broadening Keef Brand's THC infused beverage line distribution to more Provinces in Canada.
  • Solidifying at least 3 additional white label partner relationships for THC infused beverage lines.
  • Securing private label partner relationships for conventional beverage lines.
  • Broadening the distribution of Naturo's product line in Canada and in the United States.
  • Entering the US, Japanese and other international markets with Naturo products.
  • Significantly expanding NPT's range of product offerings and sales reach.

DISCUSSION OF OPERATIONS

Nine months ended September 30, 2021

Revenue

For the nine months ended September 30, 2021, the Company generated revenue through its beverage wholesale and distribution subsidiary, Naturo Group Enterprises Inc. ("Naturo Group") acquired on February 19, 2021 and e-commerce platform subsidiary, Naturally Pure Therapy Products Corp. ("Naturally Pure Therapy") acquired on September 4, 2020. The revenue from the beverage distribution is $880,620 with cost of sales of $599,452 and generating a gross profit of $281,168. The revenue from the e-commerce platform is $1,357,260 with cost of products and services mainly comprised of the traffic fees of $1,219,338 to direct customers to the platform and generating a gross profit of $137,922. The cost of products and services is expected to reduce in proportion to the total revenues as the e-commerce business scales. As of September 30, 2021, the Company has completed the final process of stability testing and delivered the first batch of cannabis infused-beverage products to the Ontario Cannabis Store.

This is an excerpt of the original content. To continue reading it, access the original document here.

Disclaimer

Bevcanna Enterprises Inc. published this content on 30 November 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 30 November 2021 18:30:03 UTC.


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Financials
Sales 2020 0,40  0,31  0,31 
Net income 2020 -14,2 M -11,2 M -11,2 M
Net cash 2020 0,50 M 0,39 M 0,39 M
P/E ratio 2020 -5,19x
Yield 2020 -
Capitalization 32,4 M 25,5 M 25,4 M
EV / Sales 2019 -
EV / Sales 2020 269 921 838x
Nbr of Employees -
Free-Float -
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Managers and Directors
Marcello Leone Chairman & Chief Executive Officer
Melise Panetta President
Norman John Campbell CFO, Secretary, Director & Chief Strategy Officer
Larry Philip Fontaine Independent Director
Martino Ciambrelli Director