UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

 

x	QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934   FOR THE QUARTERLY PERIOD ENDED FEBRUARY 29, 2020

 

Commission file number 000-53707

 

TRIDENT BRANDS INCORPORATED

(Exact name of registrant as specified in its charter)

 

Nevada
(State or other jurisdiction of incorporation or organization)

 

200 South Executive Drive, Suite 101

Brookfield, WI 53005

(Address of principal executive offices, including zip code.)

 

(262)789-6689
(Telephone number, including area code)

 

Resident Agents of Nevada

711 S. Carson Street, Suite 4

Carson City, NV 89701

(Name and Address of Agent for Service)

 

Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the last 90 days. YES ☒    NO ☐

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). YES ☒ NO ☐

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer, "accelerated filer," "non-accelerated filer," and "smaller reporting company" in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). YES ☐   NO ☒

 

The number of the registrant’s common shares outstanding as of April 20, 2020 was 32,311,887.

 

 

TRIDENT BRANDS INCORORATED

FORM 10-Q

For the quarterly period ended February 29, 2020

 

TABLE OF CONTENTS

 

PART I	FINANCIAL INFORMATION
Item 1.	Financial Statements (Unaudited)	6
	Consolidated Balance Sheets as at February 29, 2020 and November 30, 2019	6
	Consolidated Statements of Operations for the three months ended February 29, 2020 and February 28, 2019	7
	Consolidated Statements of Changes in Stockholders’ Deficit for the three months ended February 29, 2020 and February 28, 2019	8
	Consolidated Statements of Cash Flows for the three months ended February 29, 2020 and February 28, 2019	9
	Notes to Consolidated Financial Statements	10
Item 2	Management’s Discussion and Analysis of Financial Condition and Results of Operations	16
Item 3	Quantitative and Qualitative Disclosures about Market Risk	20
Item 4	Controls and Procedures	20
		20
PART II	OTHER INFORMATION
Item 6	Exhibits	21

 

2

 

Basis of Presentation

 

Except where the context otherwise requires, all references in this Quarterly Report on Form 10-Q (“Form 10-Q”) to the “Company”, “we”, “us”, “our”, “Trident” and “Trident Brands” or similar words and phrases are to Trident Brands Incorporated and its subsidiaries, taken together.

 

In this report, all currency amounts are expressed in thousands of United States (“U.S.”) dollars (“$”), except per share data, unless otherwise stated. Amounts expressed in other than U.S. dollars are noted accordingly. For example, amounts if expressed in Canadian dollars are expressed in thousands of Canadian dollars and preceded by the symbol “Cdn $”.

 

Forward-Looking Statements

 

This Form 10-Q contains forward-looking statements which are based on our current expectations and assumptions and involve a number of risks and uncertainties. Generally, forward-looking statements do not relate strictly to historical or current facts and are typically accompanied by words such as “anticipate”, “estimate”, “intend”, “project”, “potential”, “continue”, “believe”, “expect”, “could”, “would”, “should”, “might”, “plan”, “will”, “may”, “predict”, the negatives of such terms, and words and phrases of similar impact and include, but are not limited to references to expected increases in revenues and margins, growth opportunities, the success of new product launches and line extensions, our ability to finance our business, potential strategic investments, business strategies, competitive strengths, goals, references to key markets where we operate and the market for our securities. These forward-looking statements are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements are based on certain assumptions and analyses we make in light of our experience and our interpretation of current conditions, historical trends and expected future developments, as well as other factors that we believe are appropriate in the circumstance.

 

Whether actual results and developments will agree with our expectations and predictions is subject to many risks and uncertainties. Accordingly, there are or will be important factors that could cause our actual results to differ materially from our expectations and predictions. We believe these factors include, but are not limited to, the following:

 

	●	we have a limited operating history with significant losses and expect losses to continue for the foreseeable future;
	●	we could face intense competition, which could result in lower revenues and higher expenditures and could adversely affect our results of operations;
	●	we are governed by only three persons serving as directors and officers which may lead to faulty corporate governance;
	●	we must attract and maintain key personnel or our business may fail;
	●	we may not be able to secure additional financing to meet our future capital needs due to changes in general economic conditions;
	●	our business and operating results could be harmed if we fail to manage our growth or change;
	●	we have a limited operating history and if we are not successful in growing our business, then we may have to scale back or even cease our ongoing business operations;
	●	if our intellectual property is not adequately protected, then we may not be able to compete effectively and we may not be profitable;
	●	if we are the subject of an intellectual property infringement claim, the cost of participating in any litigation could impact our ability to stay in business;
	●	we could lose our competitive advantages if we are not able to protect any of our food and nutritional products and intellectual property rights against infringement, and any related litigation could be time-consuming and costly;

 

3

	●	if we fail to effectively manage our growth our future business results could be harmed and our managerial and operational resources may be strained;
	●	if we fail to effectively manage our growth our future business results could be harmed and our managerial and operational resources may be strained;
	●	our services may become obsolete and unmarketable if we are unable to respond adequately to rapidly changing technology and customer demands;
	●	our failure to appropriately respond to changing consumer preferences and demand for new products or product enhancements could significantly harm product sales and harm our financial condition and operating results;
	●	if we do not introduce new products or make enhancements to adequately meet the changing needs of our customers, some of our products could fail in the marketplace, which could negatively impact our revenues, financial condition and operating results;
	●	we are affected by laws and governmental regulations with potential penalties or claims, which could harm our financial condition and operating results;
	●	since we rely on independent third parties for the manufacture and supply of certain of our products, if these third parties fail to reliably supply products to us at required levels of quality and which are manufactured in compliance with applicable laws, then our financial condition and operating results would be harmed;
	●	we may incur material product liability claims, which could increase our costs and harm our financial condition and operating results;
	●	unless we can generate sufficient cash from operations or raise additional funds, we may not be able to meet our debt obligations;
	●	our customers generally are not obligated to continue purchasing products from us;
	●	if we do not manage our supply chain effectively, our operating results may be adversely affected;
	●	our stock price may be volatile, which may result in losses to our shareholders;
	●	our common shares are thinly traded and our shareholders may be unable to sell at or near ask prices, or at all;
	●	the market price for our common stock is particularly volatile given our status as a relatively small and developing company, which could lead to wide fluctuations in our share price. Our shareholders may be unable to sell your common stock at or above their purchase price if at all, which may result in substantial losses;
	●	we do not anticipate paying any cash dividends to our common shareholders and as a result shareholders may only realize a return when the shares are sold;
	●	we are listed on the OTCQB quotation system and our common stock is subject to “penny stock” rules which could negatively impact our liquidity and our shareholders’ ability to sell their shares;
	●	volatility in our common share price may subject us to securities litigation;
	●	the elimination of monetary liability against our directors, officers and employees under Nevada law and the existence of indemnification rights of our directors, officers and employees may result in substantial expenditures by our company and may discourage lawsuits against our directors, officers and employees;
	●	our business is subject to changing regulations related to corporate governance and public disclosure that have increased both our costs and the risk of noncompliance; and
	●	The recent coronavirus outbreak could have an adverse effect on our business.
		Concerns are rapidly growing about the global outbreak of a novel strain of coronavirus (COVID-19). The virus has spread rapidly across the globe, including the U.S. The pandemic is having an unprecedented impact on the U.S. economy as federal, state and local governments react to this public health crisis, which has created significant uncertainties. These uncertainties include, but are not limited to, the potential adverse effect of the pandemic on the economy, our customers and supply chain.
		As the pandemic continues to grow, consumer fear about becoming ill with the virus and recommendations and/or mandates from federal, state and local authorities to avoid large gatherings of people or self-quarantine may continue. The extent of the impact of the pandemic on our business and financial results will depend largely on future developments, including the duration of the spread of the outbreak within the U.S., the impact on capital and financial markets and the related impact on consumer confidence and spending, all of which are highly uncertain and cannot be predicted. This situation is changing rapidly, and additional impacts may arise that we are not aware of currently.

 

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Consequently all forward-looking statements made herein are qualified by these cautionary statements and there can be no assurance that our actual results or the developments we anticipate will be realized. The foregoing factors should not be construed as exhaustive and should be read in conjunction with the other cautionary statements that are included in this report.

 

Corporate Legal Structure and Related Matters

 

Trident Brands Incorporated has five legal subsidiaries, as detailed below.

 

 

Trident Sports Nutrition Inc. is 100% owned by Trident Brands and is organized to deliver shelf ready product solutions in the active nutrition and dietary supplement segment to leading retailers for private label and control brand programs.

 

Brain Armor Inc. is 94.8% owned by Trident Brands and is organized to develop, market and sell a portfolio of DHA supplements under the Brain Armor® brand targeted at the cognitive health and performance segment.

 

Sports Nutrition Products Inc. is 100% owned by Trident Brands and is currently inactive.

 

Trident Brands Canada Ltd. is 100% owned by Trident Brands Incorporated and holds various banking facilities, and licenses associated with the manufacturing, importation and sale of natural health and nutrition products in Canada.

 

Trident Brands International Ltd. is 100% owned by Trident Brands and was organized to handle the company’s international operations and sub-license trademarks and/or products in international markets.

 

The Company’s administrative office is located at 200 South Executive Drive, Suite 101, Brookfield, Wisconsin, 53005 and its fiscal year end is November 30th.

 

The Company has authorized capital of 300,000,000 common shares with a par value of $0.001 per share. 32,311,887 common shares were issued and outstanding as of February29, 2020 and 32,311,887 as of April 20, 2020.

 

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Table of Contents

 

ITEM 1. FINANCIAL STATEMENTS

 

The unaudited financial statements for the quarter ended February 29, 2020 immediately follow.

 

TRIDENT BRANDS INCORPORATED
Consolidated Balance Sheets
(Unaudited)
		As of				As of
		February 29,				November 30,
		2020				2019
ASSETS
Current Assets
Cash and Cash Equivalents		$	230,682			$	1,013,674
Accounts Receivable, net of allowance of $55,979 and $55,979 respectively			167,511				280,347
Inventory			1,954,286				2,082,826
Prepaid and other current assets			171,759				168,327
Total Current Assets			2,524,238				3,545,174
Fixed Assets-Furniture & Fixtures, net			2,317				4,413
Intangible Assets, net			400,000				400,000
TOTAL ASSETS		$	2,926,555			$	3,949,587
LIABILITIES & STOCKHOLDERS' DEFICIT
Current Liabilities
Accounts Payable		$	533,031			$	443,247
Accrued Liabilities			3,976,028				3,605,175
Derivative Liability			11,379,413				5,825,480
Convertible Debt, net of discount $168,410 and $334,988 respectively			12,131,590				11,965,012
			-				-
Total Current Liabilities			28,020,062				21,838,914
Convertible Debt, net of discount $2,319,675 and $3,352.894, respectively			7,680,325				6,647,106
Total Liabilities			35,700,387				28,486,020
Stockholders' Deficit
Common stock, $0.001 par value, 300,000,000 shares
authorized; 32,311,887 shares issued and outstanding
as of February 29, 2020 and November 30, 2019			32,312				32,312
Additional paid-in capital			5,964,268				9,945,488
Non-Controlling Interest in Subsidiary			(318,354	)			(288,603	)
Accumulated Deficit			(38,452,058	)			(34,225,630	)
Total Stockholders' Deficit			(32,773,832	)			(24,536,433	)
TOTAL LIABILITIES &
STOCKHOLDERS' DEFICIT		$	2,926,555			$	3,949,587
See Notes to Unaudited Consolidated Financial Statements

 

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Table of Contents

  

TRIDENT BRANDS INCORPORATED

Consolidated Statements of Operations (Unaudited)

 

		Three Months				Three Months
		Ended				Ended
		February 29,				February 28,
		2020				2019
Revenues, net		$	161,885			$	945,007
Cost of Sales			84,929				610,365
Gross Profit			76,956				334,642
General & Administrative Expenses			(1,313,734	)			(1,884,243	)
Loss from Operations			(1,236,778	)			(1,549,601	)
Other Income (Expenses)
Interest Expense, net			(1,446,688	)			(854,251	)
Derivative loss			(1,572,713	)			(828,098	)
Total Other Income (Expenses)			(3,019,401	)			(1,682,349	)
Net Loss		$	(4,256,179	)		$	(3,231,950	)
Net loss attributable to Trident			(4,226,428	)			(3,214,574	)
Net loss attributable to Non-Controlling Interests			(29,751	)			(17,376	)
Loss per share - Basic and diluted		$	(0.13	)		$	(0.10	)
Weighted average number of common
shares outstanding - Basic and diluted			32,311,887				32,311,887

 

See Notes to Unaudited Consolidated Financial Statements

 

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TRIDENT BRANDS INCORPORATED
Consolidated Statements of Changes in Stockholders' Deficit
From the quarter ended February 29, 2020 and February 28, 2019 (Unaudited)
						Common				Additional								Non-
		Common				Stock				Paid-in				Accumulated				Conrolling
		Stock				Amount				Capital				Deficit				Interest				Total
Balance, November 30, 2018			32,311,887			$	32,312			$	9,564,737			$	(22,125,441	)		$	(170,999	)		$	(12,699,391	)
Stock Options Expense			-				-				283,899				-				-				283,899
Net loss,  February 28, 2019			-				-				-				(3,214,574	)			(17,376	)			(3,231,950	)
Balance, February 28, 2019			32,311,887			$	32,312			$	9,848,636			$	(25,340,015	)		$	(188,375	)		$	(15,647,442	)
Balance, November 30, 2019			32,311,887			$	32,312			$	9,945,488			$	(34,225,630	)		$	(288,603	)		$	(24,536,433	)
APIC reclassified to derivative liability			-				-				(3,981,220	)			-				-				(3,981,220	)
Net loss,  February 29, 2020			-				-				-				(4,226,428	)			(29,751	)			(4,256,179	)
Balance, February 29, 2020			32,311,887			$	32,312			$	5,964,268			$	(38,452,058	)		$	(318,354	)		$	(32,773,832	)

 

See Notes to Unaudited Consolidated Financial Statements

 

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TRIDENT BRANDS INCORPORATED
Consolidated Statements of Cash Flows
(Unaudited)
		Three Months				Three Months
		Ended				Ended
		February 29,				February 28,
		2020				2019
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss		$	(4,256,179	)		$	(3,231,950	)
Adjustments to reconcile net loss to net cash used in operating activities:
Amortization of debt discount			1,199,797				510,003
Depreciation expense			2,096				2,095
Derivative Loss			1,572,713				828,098
Stock options expense			-				283,899
Changes in operating assets and liabilities:
Accounts Receivable			112,836				(383,344	)
Prepaid expenses			(3,432	)			(43,803	)
Inventory			128,540				150,830
Accounts payable and accrued liabilities			460,637				(790,655	)
Cash used in operating activities			(782,992	)			(2,674,827	)
CASH FLOWS FROM INVESTING ACTIVITIES
Additions of Intangible Assets			-				(6,420	)
Cash provided by (used in) investing activities			-				(6,420	)
NET CHANGE IN CASH AND CASH EQUIVALENTS			(782,992	)			(2,681,247	)
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD			1,013,674				3,133,303
CASH AND CASH EQUIVALENTS AT END OF PERIOD		$	230,682			$	452,056
Supplemental disclosure of cash flow information:
Cash paid for:
Income taxes		$	-			$	-
Interest		$	-			$	103,157

 

See Notes to Unaudited Consolidated Financial Statements

 

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Table of Contents

 

TRIDENT BRANDS INCORPORATED

Notes to Consolidated Financial Statements

February 29, 2020

(Unaudited)

 

NOTE 1. ORGANIZATION AND DESCRIPTION OF BUSINESS

 

Trident Brands Incorporated (“we”, “our”, “the Company”) was incorporated under the laws of the State of Nevada on November 5, 2007. The Company was formed to engage in the acquisition, exploration and development of natural resource properties.

 

The Company is now focused on the development of high growth branded and private label consumer products and ingredients within the nutritional supplement, life sciences and food and beverage categories. The Company is in its early growth stage and has transitioned out of its shell status with the Super-8 filing at the end of August, 2014. Activities to date have focused on capital formation, organizational development and execution of its branded and private label consumer products and ingredients business plan.

 

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Basis of Presentation

 

The accompanying unaudited interim financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules of the Securities and Exchange Commission, and should be read in conjunction with the audited financial statements and notes thereto contained in the Company’s Form 10-K filed with SEC. In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the interim periods presented have been reflected herein. The results of operations for interim periods are not necessarily indicative of the results to be expected for the full year. Notes to the financial statements which would substantially duplicate the disclosure contained in the audited financial statements for fiscal 2019 as reported in the Form 10-K have been omitted.

 

Customer Concentration

 

The Company had six major customers that accounted for approximately 54.8% of sales for the three month period ended February 29, 2020 and 69.0% of the accounts receivable compared to four major customers that accounted for 79.2% of sales and 54.0% of the accounts receivable for the 12 month period ended November 30, 2019.

 

Fair Value of Financial Instruments

 

The Company measures its financial assets and liabilities in accordance with the requirements of FASB ASC 820, “Fair Value Measurements and Disclosures”. ASC 820 clarifies the definition of fair value, prescribes methods for measuring fair value, and establishes a fair value hierarchy to classify the inputs used in measuring fair value as follows:

 

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TRIDENT BRANDS INCORPORATED

Notes to Consolidated Financial Statements

February 29, 2020

(Unaudited)

 

Level 1 – Quoted prices are available in active markets for identical assets or liabilities as of the reporting date. Active markets are those in which transactions for the asset or liability occur in sufficient frequency and volume to provide pricing information on an ongoing basis. Level 1 primarily consists of financial instruments such as exchange-traded derivatives, marketable securities and listed equities.

 

Level 2 - Pricing inputs are other than quoted prices in active markets included in level 1, which are either directly or indirectly observable as of the reported date and includes those financial instruments that are valued using models or other valuation methodologies. These models are primarily industry-standard models that consider various assumptions, including quoted forward prices for commodities, time value, volatility factors, and current market and contractual prices for the underlying instruments, as well as other relevant economic measures.

 

Substantially all of these assumptions are observable in the marketplace throughout the full term of the instrument, can be derived from observable data or are supported by observable levels at which transactions are executed in the marketplace. Instruments in this category generally include non-exchange-traded derivatives such as commodity swaps, interest rate swaps, options and collars.

 

Level 3 – Pricing inputs include significant inputs that are generally less observable from objective sources. These inputs may be used with internally developed methodologies that result in management’s best estimate of fair value.

 

The carrying value of certain on-balance-sheet financial instruments approximated their fair values due to the short-term nature of these instruments. These financial instruments include cash and cash equivalents, accounts receivable, accounts payable and note payable. The fair value of the Company’s long-term debt is estimated based on current rates that would be available for debt of similar terms which is not significantly different from its stated value. As of February 29, 2020 the Company did not have any financial assets or liabilities measured and recorded at fair value on the Company’s consolidated balance sheets on a recurring basis, except for a derivative liability, related to the embedded conversion option on the “2016” and “2018” convertible notes, with a fair value as of February 29, 2020 of $11,379,413. The derivative liability was fair valued using Level 3 inputs.

 

The following table provides a summary of the changes in fair value, including net transfers in and/or out, of the derivative financial instruments, measured at fair value on a recurring basis using significant unobservable inputs:

 

Balance at November 30, 2019		$	5,825,480
APIC reclassified to derivative liability			3,981,220
Unrealized derivative loss included in other expense			1,572,713
Balance at February 29, 2020		$	11,379,413

 

During the quarter ended February 29, 2020, the embedded conversion option on the 2016 convertible notes qualified for derivative accounting.  The beneficial conversion feature that was recorded to additional paid in capital (APIC) when the convertible notes were first issued amounting to $3,981,220 were reclassified to derivative liability when the conversion price on the notes were amended to a variable conversion rate (see Note 5). The fair value of the derivative liabilities are calculated at the time of issuance and the Company records a derivative liability for the calculated value. Changes in the fair value of the derivative liabilities are recorded in other income (expense) in the consolidated statements of operations.

 

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TRIDENT BRANDS INCORPORATED

Notes to Consolidated Financial Statements

February 29, 2020

(Unaudited) 

 

The following are the assumptions used for derivative instruments valued using the Black Scholes option pricing model as of February 29, 2020:

 

Market value of stock on measurement date		$0.30
Risk-fee interest rate		1.96%
Dividend yield		0%
Volatility factor		140.60% to 126.74%
Term		0.25 yr and 1.76 yr

 

Recent Accounting Pronouncements

 

The Company has evaluated recent accounting pronouncements through the date the financial statements were issued and filed with the Securities and Exchange Commission and believe that there are none that will have a material impact on the Company’s financial statements.

 

NOTE 3. GOING CONCERN

 

The accompanying interim consolidated financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates realization of assets and the satisfaction of liabilities in the normal course of business within one year after the date the consolidated financial statements are issued. In accordance with Financial Accounting Standards Board, or the FASB, Accounting Standards Update No. 2014-15, Presentation of Financial Statements - Going Concern (Subtopic 205-40), our management evaluates whether there are conditions or events, considered in aggregate, that raise substantial doubt about our ability to continue as a going concern within one year after the date that the financial statements are issued.

 

As of February 29, 2020, the Company had $230,682 in cash and a working capital deficit of $25,495,824. The Company also has generated losses and has an accumulated deficit as of February 29, 2020. These factors raise substantial doubt about the ability of the Company to continue as a going concern. The Company completed additional long-term financing with the non-US institutional investor, receiving proceeds of $3,400,780 on November 30, 2018, $2,804,187 on April 13, 2019 and $3,795,033 (less $936,168 withheld for interest payments up to and including June 30, 2020) on November 6, 2019 through the issuance of secured convertible promissory notes. However, unless management is able to obtain additional financing, the Company may not be able to meet its funding requirements during the next 12 months. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

 

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TRIDENT BRANDS INCORPORATED

Notes to Consolidated Financial Statements

February 29, 2020

(Unaudited)

 

NOTE 4. WARRANTS AND OPTIONS 

 

The following table represents stock option activity for the period ended February 29, 2020:

 

		Number of Options				Weighted Average Exercise Price				Contractual Life in Years				Intrinsic Value
Outstanding - November 30, 2019			3,215,000			$	0.40				2.42
Exercisable - November 30, 2019			3,215,000			$	0.40				2.42			$	-0-
Granted			-0-
Exercised or Vested			-0-
Forfeited or Expired			-0-
Outstanding - February 29, 2020			3,215,000			$	0.40				2.17
Exercisable - February 29, 2020			3,215,000			$	0.40				2.17			$	-0-

 

As of February 29, 2020, the Company has no outstanding warrants. All the outstanding warrants have expired.

   

NOTE 5. CONVERTIBLE DEBT

 

On January 29, 2015, the Company entered into a securities purchase agreement with a non-US institutional investor whereby it agreed to sell an aggregate principal amount of $2,300,000 of senior secured convertible debentures, convertible into shares of the company’s common stock.

 

The Company received $1,800,000 of the funds from the transaction on February 5, 2015. The balance of $500,000 was received on May 14, 2015. These convertible notes were subsequently acquired by Fengate on April 28, 2017.

 

The convertible debentures are convertible into shares of the Company’s common stock at an initial conversion price of $0.71 per share, for an aggregate of up to 3,239,437 shares. The debentures originally accrued interest at 6% per annum. On September 26, 2016 the Company entered into an amendment agreement related to these convertible debentures whereby the applicable interest rate was increased from 6% to 8% and provisions added to allow the investor to transfer, sell or hypothecate the convertible notes subject to applicable securities laws. The maturity date of the notes was also extended through September 30, 2019. We considered ASC Topic 470-50, Debt Modifications and Extinguishments, and determined that the modification was not deemed substantial.

 

On September 26, 2016, the Company entered into a securities purchase agreement with a non-US institutional investor, pursuant to which, in consideration for proceeds of $4,100,000, the Company issued a secured convertible promissory note in the amount of $4,100,000. Pursuant to the securities purchase agreement, the investor had agreed, from time to time after January 1, 2017, to make additional investments at the Company’s request of up to $5,900,000 ($10,000,000 in the aggregate) in one or more tranches of not less than one tranche during any 60 day period.

 

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TRIDENT BRANDS INCORPORATED

Notes to Consolidated Financial Statements

February 29, 2020

(Unaudited) 

 

On May 9, 2017, the Company received the second tranche of funding with proceeds of $4,400,000 and on May 16, 2018 the third tranche of $1,500,000 for a total investment by the investor of $10,000,000.

 

The Company used the proceeds of the secured convertible note for general working capital purposes including settlement of accounts payable and repayment of mature loans.

 

In consideration of each advance made by the investor pursuant to the securities purchase agreement, the Company issued to the investor a convertible promissory note of equal value, maturing on September 30, 2019, and bearing interest at the rate of 8% per annum. Each note is secured in first priority against the present and after acquired assets of the Company and is convertible in whole or in part at the option of the holder into common shares of the Company at a conversion price of $0.60 per share, for an aggregate of up to 16,666,667 shares. These convertible notes were subsequently acquired by Fengate on April 28, 2017.

 

Due to the notes being convertible to common shares of the Company, a beneficial conversion feature analysis was performed. The intrinsic value of the conversion feature of the notes amounted to $3,333,334 and was recognized as a debt discount. As of February 29, 2020, $3,164,924 of the debt discount was amortized to interest of which $166,578 was amortized during the current three month period compared to $352,591 for the three month period in the prior year. The unamortized discount as of February 29, 2020 is $168,410.

 

On November 30, 2018 the Company and Fengate Trident LP (“Fengate”) entered into a Securities Purchase Amendment Agreement pursuant to which the Company has agreed to issue to Fengate an additional convertible promissory note (the “2018 Convertible Note”) of up to $10,000,000, subject to certain terms and conditions. Each portion of the principal amount advanced pursuant to the 2018 Convertible Note will bear interest at the rate of twelve percent (12%) per annum and will be payable monthly in arrears to Fengate. Outstanding principal and interest will continue to be secured by the general security agreement dated September 26, 2016, which forms a part of the Agreement. The holder of the note may also elect from time to time to convert all or a portion of the outstanding principal and interest into common shares of the Company at a 25% discount to the average closing price of the common shares during the 10 trading days immediately prior to the applicable conversion date.

 

On November 30, 2018 the Company received the first tranche of funding with proceeds of $3,400,780. The 2^nd tranche of $2,804,187 was received on April 13, 2019. The 3^rd tranche of $3,795,033 less $936,168 withheld for interest payments up to and including June 30, 2020 was received on November 6, 2019. The withheld interest was recorded as debt discount. As of February 29, 2020, $529,501 was amortized and $406,667 is unamortized. On January 9, 2020 the 2018 Convertible Notes were extended and will mature on December 1, 2021.

 

The Company analysed the embedded conversion option on the convertible notes for derivative accounting consideration under ASC 815-15 “Derivatives and Hedging” and determined that the conversion option on the 2018 Convertible Note qualified for derivative accounting. The Company used the Black-Scholes model to value the embedded conversion option at $892,000 on the issuance date of November 30, 2018, $1,911,256 on the issuance date of April 13, 2019 and $1,696,933 on the issuance date of November 6, 2019. The assumptions used were a discount rate of 2.80%, 1.96% and 1.96%; volatility rate of 79.57%, 104.70% and 107.3%; and a term of 1.50, 1.13 and 0.57 years respectively. The Company used the Black-Scholes model to re-value the embedded conversion options at $7,005,678 as of February 29, 2020. The change of $1,180,198 was recorded as derivative loss expense. The assumptions used were a discount rate of 1.96%, volatility of 126.74% and a term of 1.76 year. The fair value of the embedded conversion options were recorded as debt discount and will be amortized over the term of the 2018 Convertible Notes. The amortization recognized in the current period was 729,886 compared to $157,412 for the three month period in the prior year. The unamortized discount as of February 29, 2020 was $1,913,008.

  

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TRIDENT BRANDS INCORPORATED

Notes to Consolidated Financial Statements

February 29, 2020

(Unaudited) 

 

On January 9, 2020 the Company and Fengate entered into an Amendment to Convertible Promissory Notes Agreement to amend the terms of certain convertible promissory notes issued pursuant to a Securities Purchase Agreement by and between the Company and the Purchaser dated September 26, 2016 and previously amended on November 30, 2018 and March 11, 2019. The Amendment affects the convertible notes issued February 5, 2015 (US$1,800,000), May 14, 2015 (US$500,000), September 26, 2016 (US$4,100,000), May 9, 2017 (US$4,400,000) and May 16, 2018 (US$1,500,000), respectively (collectively the “2016 Notes”). Pursuant to the Amendment, Fengate has agreed to convert all of the 2016 Notes on or before the earlier to occur of (i) the maturity date of the 2016 Convertible Notes and (ii) the Company raising new equity investment of not less than US$2,000,000, on terms mutually acceptable to Fengate and the Company (subject to Fengate’s regulatory considerations). Conversion of the 2016 Notes will occur in a single conversion transaction at a price that is equal to a 25% discount to the average closing price of the Company’s common stock for the 10 trading days immediately prior to the conversion date, with the exact structure of the conversion to be determined by the parties.

 

The Amendment also amends the outstanding 2018 Convertible Note issued to Fengate on November 30, 2018 (US$3,400,780), April 13, 2019 (US$2,804,187) and November 6, 2019 (US$3,795,033). Maturity of the 2018 Convertible Note has been deferred to December 1, 2021.

 

The Company analysed the embedded conversion option on the amended “2016 Notes” for derivative accounting consideration under ASC 815-15 “Derivatives and Hedging” and determined that the conversion option qualified for derivative accounting. On January 9, 2020 the Company used the Black-Scholes model to value the embedded conversion options at $7,965,083. The assumptions used were a discount rate of 1.96%, volatility rate of 148.8%; and a term of 0.39 years respectively. The modification resulted in $3,981,220 of APIC previously recorded for beneficial conversion feature of these convertible notes being reclassified as derivative liability, and $3,983,863 was recorded as derivative loss expense. The Company used the Black-Scholes model to re-value the embedded conversion options at $4,373,735 as of February 29, 2020. The change of $3,591,348 was recorded as a reduction in derivative loss expense. The assumptions used were a discount rate of 1.96%, volatility of 140.60% and a term of 0.25 year.

   

NOTE 6. SUBSEQUENT EVENTS

 

On March 5, 2020, the 2018 Convertible Note was amended to increase the amount of the 3^rd tranche by $936,168 representing the amount previously withheld as interest payment. The payment was received on March 12, 2020.

 

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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONS AND RESULTS OF OPERATIONS

 

Forward Looking Statements

 

The following Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) should be read in conjunction with the interim consolidated financial statements, and notes thereto, for the quarter ended February 29, 2020 contained under Item 1 of this Quarterly Report on Form 10-Q (“Form 10-Q”) and in conjunction with the annual consolidated financial statements, and notes thereto, contained in the Annual Report on Form 10-K for the fiscal year ended November 30, 2019 (“Form 10-K”). Unless otherwise indicated herein, the discussion and analysis contained in this MD&A includes information available through April 20, 2020.

 

Certain statements contained in this MD&A may constitute forward-looking statements as defined under securities laws. Forward-looking statements may relate to our future outlook and anticipated events or results and may include statements regarding our future financial position, business strategy, budgets, litigation, projected costs, capital expenditures, financial results, taxes, plans and objectives. In some cases, forward-looking statements can be identified by terms such as “anticipate”, “estimate”, “intend”, “project”, “potential”, “continue”, “believe”, “expect”, “could”, “would”, “should”, “might”, “plan”, “will”, “may”, “predict”, the negatives of such terms, and other similar expressions concerning matters that are not historical facts. To the extent any forward-looking statements contain future-oriented financial information or financial outlooks, such information is being provided to enable a reader to assess our financial condition, material changes in our financial condition, our results of operations, and our liquidity and capital resources. Readers are cautioned that this information may not be appropriate for any other purpose, including investment decisions.

 

Forward-looking statements contained in this MD&A are based on certain factors and assumptions regarding expected growth, results of operations, performance, and business prospects and opportunities. While we consider these assumptions to be reasonable, based on information currently available, they may prove to be incorrect. Forward-looking statements are also subject to certain factors, including risks and uncertainties that could cause actual results to differ materially from what we currently expect. These factors are more fully described in the “Risk Factors” section at Item 1A of the Form 10-K.

 

Forward-looking statements contained in this commentary are based on our current estimates, expectations and projections, which we believe are reasonable as of the date of this report. You should not place undue importance on forward-looking statements and should not rely upon this information as of any other date. Other than as required under securities laws, we do not undertake to update any forward-looking information at any particular time.

 

All dollar amounts in this MD&A are expressed in thousands of U.S. dollars unless otherwise noted.

 

Business Developments

 

On January 9, 2020 the Company and Fengate Trident LP entered into an Amendment to Convertible Promissory Notes Agreement to amend the terms of certain convertible promissory notes issued pursuant to a Securities Purchase Agreement by and between the Company and the Purchaser dated September 26, 2016 and previously amended on November 30, 2018 and March 11, 2019. The Amendment affects the convertible notes issued February 5, 2015 (US$1,800,000), May 14, 2015 (US$500,000), September 26, 2016 (US$4,100,000), May 9, 2017 (US$4,400,000) and May 16, 2018 (US$1,500,000), respectively (collectively the “2016 Notes”). Pursuant to the Amendment, the Purchaser has agreed to convert all of the 2016 Notes on or before the earlier to occur of (i) the Maturity Date of the 2016 Convertible Notes and (ii) the Company raising new equity investment of not less than US$2,000,000, on terms mutually acceptable to the Purchaser and the Company (subject to the Purchaser’s regulatory considerations). Conversion of the 2016 Notes will occur in a single conversion transaction at a price that is equal to a 25% discount to the average closing price of the Company’s common stock for the 10 trading days immediately prior to the conversion date, with the exact structure of the conversion to be determined by the parties.

 

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The Amendment also amends the outstanding convertible notes issued to the Purchaser on November 30, 2018 (US$3,400,780), April 13, 2019 (US$2,804,187) and November 6, 2019 (US$3,795,033) respectively (collectively the “Amended SPA Notes”). Maturity of the Amended SPA Notes has been deferred to December 1, 2021. It was further agreed that interest on the Amended SPA Notes will accrue as at July 1, 2020 and be payable upon maturity.

 

On February 29, 2020 Mark R. Holcombe resigned as a director of the company. Mr. Holcombe will continue to provide business advisory services to the Company, pursuant to his agreement with the Company. On March 1, 2020 the Company’s Board of Directors appointed Richard Russell to serve on the Company’s Board of Directors, to serve in such capacity until the next annual meeting of stockholders of the Company, subject to earlier resignation or removal.

 

In connection with his appointment, the Company’s Board of Directors determined that Mr. Russell would meet the requirements of an “independent director” under the Nasdaq Stock Market’s corporate governance rules. Accordingly, the Board of Directors has designated Mr. Russell an “independent director” for corporate governance purposes. The Company intends to expand its Board of Directors and appoint additional “independent directors,” with the objective of enhancing corporate governance.

 

On March 5, 2020, the Convertible Promissory Note dated November 6, 2019 was amended to delete the second paragraph in its entirety and replace it with the following paragraph:

 

The “Issuance Date” with respect to the Note for the portion of the Principal Amount equal to US$3,795,033 is (a) November 6, 2019 for the first instalment provided to Company of $2,858,865 and (b) March 12, 2020 for the second instalment provided to Company of $936,168.

 

On March 12, 2020, the Company received the second instalment of $936,168 which represented the interest payments withheld on November 6, 2019 for interest payments up to and including June 30, 2020.

 

Results of Operations

 

The following summary of our results of operations should be read in conjunction with our unaudited consolidated financial statements for the three month periods ended February 29, 2020 and 2019.

 

Our operating results for three month periods ended February 29, 2020 and 2019 are summarized as follows:

 

		Three Months Ended				Three Months Ended
		February 29,				February 28,
		2020				2019
Revenues		$	161,885			$	945,007
Gross Profit		$	76,956			$	334,642
Operating Expenses		$	1,313,734			$	1,884,243
Other Expenses		$	3,019,401			$	1,682,349
Net Loss		$	(4,256,179	)		$	(3,231,950	)
Add back:
Interest Expense		$	1,446,688			$	854,251
Depreciation		$	2,096			$	2,095
Amortization		$	-0-			$	-0-
EBITDA		$	(2,807,395	)		$	(2,375,604	)
Add back:
Stock Options Expense		$	-0-			$	283,899
Derivative Loss		$	1,572,713			$	828,098
Adjusted EBITDA		$	(1,234,682	)		$	(1,263,607	)

 

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Revenues and Gross Profits

 

Sales in the first quarter of 2020 decreased to $161,885 versus $945,007 in the prior period. The decrease was the result of a commercial shift away from high-volume private label product sales to high-margin branded product sales in the current period. Gross profit decreased to $76,956 versus $334,642 with significant margin improvement in the period to 47.5% of revenues versus 35.4% of revenues in the prior period. This improvement is attributable to strong growth of Brain Armor® and P2N Peak Performance Nutrition® branded products. Management expects revenue and profit contribution improvement as commercial efforts continue to gain market traction.

 

Operating Expenses

 

Our operating expenses for the three month period ended February 29, 2020 and February 28, 2019 is summarized below:

 

		Three Months Ended February 29,				Three Months Ended February 28,
		2020				2019
Professional Fees		$	159,608			$	54,425
General & Administrative Expenses		$	854,029			$	1,319,644
Marketing, Selling & Warehousing Expenses		$	244,827			$	412,703
Management Salary		$	38,250			$	39,000
Director's Fees		$	-0-			$	14,500
Rent		$	17,020			$	43,971

 

Operating expenses for the three month period ended February 29, 2020 were $1,313,734 as compared to $1,884,243 for the comparative period in 2019, a decrease of 30.3%. The decrease in our operating expenses was primarily due to a decrease in options expense of $283,899 and a decrease in marketing and selling expenses related to the decrease in sales.

 

Other Expenses

 

Other expenses for the three month period ended February 29, 2020 in the amount of $3,019,401 consisted of interest expense of $248,734 related to higher debt levels; non-cash interest expense of $1,199,797 related to the impact of the amortization of debt discount from convertible notes entered into in 2016, 2017 and 2018; interest revenue of 1,843, and non-cash derivative loss of $1,572,713 on the revaluation of the embedded conversion option of all the convertible notes. This compared to $1,682,349 in the comparative period in 2019 which consisted of interest expense of $349,157 related to higher debt levels; non-cash interest expense of $510,003 related to the impact of the amortization of debt discount from convertible notes entered into in 2016, 2017 and 2018; interest revenue of 4,909, and non-cash derivative loss of $828,098 on the revaluation of the embedded conversion option of all the convertible notes.

 

Non-GAAP Financial Measure

 

The following non-GAAP financial measures are presented in this quarterly report on Form 10-Q to supplement the financial information we present on a GAAP basis. We monitor and present EBITDA and Adjusted EBITDA because they are key measures used by our management to understand and evaluate our performance.

 

EBITDA

 

We define EBITDA as net income (loss), adjusted to exclude: Interest income and expense, depreciation and amortization expense including impairment loss. Reported net loss for the three month period February 29, 2020 was $4,256,179 compared to $3,231,950 in the comparative period in 2019. After deducting interest, depreciation and amortization, EBITDA for the three month period ended February 29, 2020 was ($2,807,395) compared to ($2,375,604) in 2019.

 

Adjusted EBITDA

 

We define Adjusted EBITDA as EBITDA, adjusted to exclude: stock options expense and derivative loss. Reported EBITDA for the three month period February 29, 2020 was ($2,807,395) compared to ($2,375,604) in the comparative period in 2019. After deducting non-cash stock options expense and derivative loss, Adjusted EBITDA for the three month period ended February 29, 2020 was ($1,234,682) compared to ($1,263,607) in 2019. 

 

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Balance Sheet Data

 

The following table provides selected balance sheets data as at February 29, 2020 and February 28, 2019.

 

Balance Sheet Data:		February 29, 2020				February 28, 2019
Cash and cash equivalents		$	230,682			$	452,056
Total assets		$	2,926,555			$	3,694,095
Total liabilities		$	35,700,388			$	19,341,537
Stockholders' (deficit)		$	(32,773,832	)		$	(15,647,442	)

 

Strategic Orientation

 

Our objective is to provide our shareholders with solid returns through strategic investments across multiple consumer product and ingredient platforms. The platforms we are focusing on include:

 

	●	Life science technologies and related products that have applications to a range of consumer products;
	●	Nutritional supplements and related consumer goods providing defined benefits to the consumer; and
	●	Functional foods and beverages ingredients with defined health and wellness benefits.

 
We are building our business through strategic investments in high growth early stage consumer brands and functional ingredient platforms within segment/sectors which we believe offer sustainable commercial potential. We are focused on three core strategies underpinning our objectives:

 

	●	To execute a multi-tier brand, supply-chain and innovation strategy to drive revenue;
	●	To aggressively manage an asset light business model to drive our low cost platform; and
	●	To drive disciplines leading to increased investor awareness and ability to finance and govern growing operations.

 
While we have yet to achieve profitability, we are making significant progress against our commercial objectives. We expect revenue and margin to increase as we continue to strengthen distribution partnerships while capitalizing on product innovation, supply-chain optimization and brand equity within our current portfolio.

 

Liquidity and Capital Resources

 

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates realization of assets and the satisfaction of liabilities in the normal course of business within one year after the date the consolidated financial statements are issued. In accordance with Financial Accounting Standards Board, or the FASB, Accounting Standards Update No. 2014-15, Presentation of Financial Statements - Going Concern (Subtopic 205-40), our management evaluates whether there are conditions or events, considered in aggregate, that raise substantial doubt about our ability to continue as a going concern within one year after the date that the financial statements are issued.

 

As of February 29, 2020, the Company had $230,682 in cash and a working capital deficit of $25,495,824. The Company also has generated losses and has an accumulated deficit as of February 29, 2020. These factors raise substantial doubt about the ability of the Company to continue as a going concern. The Company completed additional long term financing with the non-US institutional investor, receiving proceeds of $3,400,780 on November 30, 2018, $2,804,187 on April 13, 2019 and $3,795,033 less $936,168 withheld for interest payments up to and including June 30, 2020 on November 6, 2019 through the issuance of secured convertible promissory notes. However, unless management is able to obtain additional financing, the Company may not be able to meet its funding requirements during the next 12 months. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

 

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Off-Balance Sheet Arrangements

 

We do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors.

 

Contractual Obligations

 

Except for the transactions noted in Business Developments, there have been no material changes outside the normal course of business in our contractual obligations since January 3, 2015.

 

Critical Accounting Estimates

 

The preparation of financial statements in conformity with U.S. GAAP requires management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities, related revenues and expenses, and disclosure of gain and loss contingencies at the date of the financial statements. The estimates and assumptions made require us to exercise our judgment and are based on historical experience and various other factors that we believe to be reasonable under the circumstances. We continually evaluate the information that forms the basis of our estimates and assumptions as our business and the business environment generally changes. The use of estimates is pervasive throughout our financial statements. There have been no material changes to the critical accounting estimates disclosed under the heading “Critical Accounting Estimates” in Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations”, of the Form 10-K.

 

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 

As a smaller reporting company we are not required to provide this information.

 

ITEM 4. CONTROLS AND PROCEDURES.

 

Evaluation of Disclosure Controls and Procedures

 

Under the supervision and with the participation of our management, including our principal executive officer and the principal financial officer, we have conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities and Exchange Act of 1934, as of the end of the period covered by this report. Based on this evaluation, our principal executive officer and principal financial officer concluded as of the evaluation date that our disclosure controls and procedures were not effective such that the material information required to be included in our Securities and Exchange Commission reports is accumulated and communicated to our management, including our principal executive and financial officer, recorded, processed, summarized and reported within the time periods specified in SEC rules and forms relating to our company, particularly during the period when this report was being prepared.

 

Changes in Internal Controls Over Financial Reporting

 

Our management, with the participation of our principal executive officer and principal financial officer have concluded that there have been no changes in our internal control over financial reporting that occurred during the fiscal quarter ended February 29, 2020 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

 

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PART II. OTHER INFORMATION

ITEM 6. EXHIBITS.

 

The following exhibits are included with this quarterly filing:

 

Exhibit No.		Description
3.1		Articles of Incorporation*
3.2		Bylaws*
31.1		Sec. 302 Certification of Chief Executive Officer
31.2		Sec. 302 Certification of Chief Financial Officer
32.1		Sec. 906 Certification of Chief Executive Officer
32.2		Sec. 906 Certification of Chief Financial Officer
101		Interactive data files pursuant to Rule 405 of Regulation S-T.

 

*Document is incorporated by reference and can be found in its entirety in our Registration Statement on Form SB-2, SEC File Number 333-148710, at the Securities and Exchange Commission website at www.sec.gov.

 

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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.

 

	Trident Brands Incorporated
April 20, 2020	By:	/s/ Anthony Pallante
		Anthony Pallante
		(Chief Executive Officer & Chair of the Board)
	By:	/s/ Peter Salvo
		Peter Salvo
		(Principle Financial Officer)
	By:	/s/ Scott Chapman
		Scott Chapman
		(Director)

 

Trident Brands Inc Reports 02/18/2010 - 10-K 02/24/2011 - 10-K 02/28/2012 - 10-K 03/15/2013 - 10-K 03/14/2014 - 10-K 03/02/2015 - 10-K 03/11/2016 - 10-K 02/28/2017 - 10-K 03/14/2018 - 10-K 03/16/2020 - 10-K 03/16/2021 - 10-K 10/14/2009 - 10-Q 04/13/2010 - 10-Q 07/15/2010 - 10-Q 10/12/2010 - 10-Q 04/15/2011 - 10-Q 07/08/2011 - 10-Q 10/17/2011 - 10-Q 04/13/2012 - 10-Q 07/16/2012 - 10-Q 10/19/2012 - 10-Q 04/15/2013 - 10-Q 07/15/2013 - 10-Q 10/15/2013 - 10-Q 04/14/2014 - 10-Q 07/15/2014 - 10-Q 10/14/2014 - 10-Q 04/14/2015 - 10-Q 07/15/2015 - 10-Q 10/15/2015 - 10-Q 04/14/2016 - 10-Q 07/14/2016 - 10-Q 10/14/2016 - 10-Q 04/14/2017 - 10-Q 07/17/2017 - 10-Q 10/16/2017 - 10-Q 04/19/2018 - 10-Q 07/16/2018 - 10-Q 10/22/2018 - 10-Q 04/20/2020 - 10-Q 07/20/2020 - 10-Q 10/20/2020 - 10-Q 04/19/2021 - 10-Q 07/20/2021 - 10-Q