-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Dg1oPFuCMEzH6m4nmYGOPbC4ZaGunL8uB0MpxljhQ9vwWT5v3UEUw245IxmZ9nPQ mDrfjkkAOlD/nI/by018yw== 0001026018-07-000045.txt : 20071113 0001026018-07-000045.hdr.sgml : 20071112 20071113153937 ACCESSION NUMBER: 0001026018-07-000045 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20071112 ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20071113 DATE AS OF CHANGE: 20071113 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SYNERGY BRANDS INC CENTRAL INDEX KEY: 0000870228 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-GROCERIES & GENERAL LINE [5141] IRS NUMBER: 222993066 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-19409 FILM NUMBER: 071237957 BUSINESS ADDRESS: STREET 1: 223 UNDERHILL BLVD CITY: SYOSSET STATE: NY ZIP: 11791 BUSINESS PHONE: 5167148200 MAIL ADDRESS: STREET 1: 223 UNDERHILL BLVD CITY: SYOSSET STATE: NY ZIP: 11791 FORMER COMPANY: FORMER CONFORMED NAME: KRANTOR CORP DATE OF NAME CHANGE: 19930328 FORMER COMPANY: FORMER CONFORMED NAME: DELTA VENTURES INC DATE OF NAME CHANGE: 19600201 8-K 1 file001.txt SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934 Date of Report: November 13, 2007 Synergy Brands, Inc. (Exact name of registrant as specified in its charter) Delaware 0-19409 22-2993066 (State of incorporation) (Commission File No.) (IRS Employer Identification No.) 223 Underhill Blvd., Syosset, New York 11791 (Address of principal executive offices) (zip code) Registrant's telephone number, including area code: (516) 714-8200 Not Applicable (Former name or former address, if changed since last report) Check the appropriate box below if the Form 8-K Filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions. [ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [ ] Soliciting material pursuant to Rule 14a-12 under Exchange Act (17 CFR 240.14a-12) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Item 7.01. Regulation FD Disclosure On November 12, 2007 Synergy Brands, Inc. announced its third quarter 2007 financial results. A copy of the press release containing the announcement is included as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference. The foregoing information is provided pursuant to Item 7.01, "Regulation FD Disclosure," and Item 2.02, "Results of Operations and Financial Condition," on Form 8-K. The financial figures presented therein referenced certain EBITDA numbers which are acknowledged by the Registrant to not be GAAP compliant and should be reviewed accordingly, and in compliance with applicable Securities and Exchange Commission regulation, comparable GAAP numbers have also been presented as to such EBITDA figures in disclosure of the financial results as presented. The information furnished herein, including Exhibit 99.1, is not deemed to be "filed" for purposes of Section 18 of the Exchange Act, or otherwise subject to the liability of that section. This information will not be deemed to be incorporated by reference into any filing under the Securities Act or the Exchange Act, except to the extent that the Registrant specifically incorporates them by reference Item 9.01 Financial Statements and Exhibits Exhibits 99.1 Press release dated November 12, 2007 -1- SIGNATURES Pursuant to the requirements of the Securities and Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. Synergy Brands, Inc. By: /s/ Mair Faibish ---------------- Mair Faibish Chief Executive Officer By: /s/ Mitchell Gerstein --------------------- Mitchell Gerstein Chief Financial Officer Dated: November 13, 2007 EX-99.1 2 file002.txt Synergy Brands reports third quarter results Three Months ended September 30, 2007 o Reports record Profit 4 cents vs. a loss of 8 cents per share. o Revenues increased to $20.2 million o Operating Profit increased by 465% to $962,000 o EBITDA rises by 277% to $1.45 million. o PHS Group reported record results Nine Months ended September 30, 2007 o Revenues increase by 21% to $59.6 million o Operating profit increased nearly 10 fold to $1.9 million o EBITDA doubled to $2.9 million o Net profit increased to 3 cents vs. a loss of 27 cents. Syosset, NY, November 12, 2007 - Synergy Brands, Inc. (NASDAQ:SYBR) Results of operations for the three months ended September 30, 2007 as compared to the three months ended September 30, 2006: Revenues increased by 9% to $20.2 million for the three months ended September 30, 2007, as compared to $18.6 million for the same period in the prior year. The largest percentage increase was in the Company's grocery and HBA operations conducted through its wholly owned subsidiary PHS Group. The Company's grocery operation continued to develop additional vendor relationships in the grocery and HBA businesses as well as to expand its Private Label and Branded programs. Gross profit increased by 122% to $2.9 million for the period as compared to $1.3 million for the comparable prior period. Operating profit increased nearly 6 fold to $962,000 as compared to $170,000 in the prior period. A major contributing factor to the improvement has been the consistent growth of PHS Group and increased sales of baking mix products to national chains, which resulted in Synergy Brands reporting a record quarterly net profit of $362,000 as compared to a loss of $442,000 for the comparable period. Other operations including cigar operations, discontinued operations and minority interest in travel, accounted for less then 2% of the Company's overall business. The Company continues to explore strategic opportunities for its non-core businesses, which include the Cigar operation and minority stake in its travel business. PHS GROUP PHS increased its revenues by 9% to $19.8 million for three months ended September 30, 2007 as compared to $18 million for the similar period in the prior year. The increase in PHS business is attributable to the further development of a private label grocery program designed to sell proprietary products, more specifically in the baking mix and spice markets, to national chains located in the United States and Canada, and organic growth in sales to its customers in the Northeastern Section of the United States. Several PHS vendors created special packaging with promotional pricing that enabled PHS to widen its profit margin. The Company utilized special promotions as well as newly introduced product lines featuring Folgers, Clorox, Kimberley Clark, Duracell, unique branded ethnic products and Gillette products, among others, with unique retail display features, that PHS has been able to strongly promote during FY 2007 as opposed to marketing those products for normal replenishment. PHS is also developing proprietary packaging for national chains in the baking mix, prepared foods and spice retail sectors to be displayed in unique planograms. The Company believes that promotional displays allow PHS to sell what the Company considers better mixes of product as well as to introduce new items in combination with regularly stocked items. As long as the Company maintains or expands its vendor relationships, management believes that it can continue to improve its operating results. Operating profit for PHS Group increased to $1.5 million from $592,000 while net profit increased to $1 million from $266,000 for the same period. The Company has been able to achieve profitability through increased sales and wider profit margins generated by higher vendor rebates and gross profit generated by private label sales. The wider profit margins have been achieved through a diversification of the business from wholesale distribution to direct store deliveries and co-packing private label baking mixes and spices. PHS has been able to leverage its warehouse logistics into efficient distribution of private label products, both domestic and through importation. Results of operations: The table below summarizes the results of operations of Synergy Brands Inc. by operating segments for the nine-month and three months ended September 30, 2007 as compared to the nine months and three months ended September 30, 2006. PHS Group is the company's largest operating segment and represents Grocery and HBA operations. B2C represents the Company's retail and online operations, which include premium cigars and HBA products. The operating data represents the core performance of the Company without corporate expenses, which include regulatory cots and financial reporting costs, as well as oversight of the operating segments. SEGMENT INFORMATION OF OPERATING BUSINESSES
TOTAL TOTAL PHS GROUP CHANGE B2C CHANGE OPERATING CHANGE CONSOLIDATED CHANGE 9 months ended 9/30/07 Revenue $58,354,145 22.28%$1,254,836 -13.19% $59,608,981 21.24% $59,608,981 21.24% Gross Profit $5,803,742 88.89% $349,777 -20.18% $6,153,519 75.27% $6,153,519 75.27% SG&A $2,344,320 51.30% $520,293 -3.21% $2,864,613 37.26% $3,949,199 26.15% Operating Profit (loss) $3,251,541 114.74%($266,129) 22.79% $2,985,412 130.09% $1,894,757 956.17% Net Profit (loss) from continuing $1,981,926 210.64% $266,316 19.58% $1,715,610 313.11% $263,317 122.91% operations Per Share continuing operations $0.23 ($0.03) $0.21 $0.03 Non Cash Charges $207,881 2235.22% $99,790 -19.26% $307,671 132.22% $558,435 18.15% Financing & Dividend Charges $1,264,120 44.97% $0 $1,264,120 44.97% $1,989,311 27.17% Income Tax Expense $5,253 100.00% $5,253 100.00% $53,324 21.26% EBITDA $3,459,180 127.74%($166,526) -67.99% $3,292,654 131.91% $2,864,387 207.55% Per Share $0.40 ($0.03) $0.37 $0.32 Net loss from discontinued operations ($32,282) -80.70% Per share discontinued operations $0.00 Net profit (loss) attributable to shareholders $231,035 117.54% Per Share $0.03 9 months ended 9/30/06 Revenue $47,720,070 $1,445,571 $49,165,641 $49,165,641 Gross Profit $3,072,591 $438,189 $3,510,780 $3,510,780 SG&A $1,549,490 $537,574 $2,087,064 $3,130,460 Operating Profit (loss) $1,514,199 ($216,727) $1,297,472 $179,399 Net Profit (loss) from continuing $638,005 ($222,716) $415,289 ($1,149,591) operations Per Share continuing operations $0.13 ($0.05) $0.09 ($0.24) Non Cash Charges $8,902 $123,588 $132,490 $472,641 Financing & Dividend Charges $871,995 $871,995 $1,564,329 Income Tax Expense $43,976 EBITDA $1,518,902 ($99,128) $1,419,774 $931,355 Per Share $0.32 (0.02) $0.30 $0.20 Net loss from discontinued operations ($167,239) Per share discontinued operations ($0.03) Net loss attributable to shareholders ($1,316,830) Per Share ($0.27)
SEGMENT INFORMATION OF OPERATING BUSINESSES
TOTAL TOTAL PHS GROUP CHANGE B2C CHANGE OPERATING CHANGE CONSOLIDATED CHANGE 3 months ended 9/30/07 Revenue $19,786,826 9.44% $415,039 -21.43% $20,201,865 8.57% $20,201,865 8.57% Gross Profit $2,755,191 145.88% $111,096 -33.76% $2,866,287 122.49% $2,866,287 122.49% SG&A $1,062,776 102.14% $172,992 -2.60% $1,235,768 75.69% $1,681,685 56.58% Operating Profit (loss) $1,491,776 151.96%($81,936) 67.22% $1,409,840 159.61% $961,900 464.56% Net Profit (loss) from continuing $993,351 $81,927) operations 273.05%( 57.27% $911,424 325.53% $375,605 212.57% Per Share continuing operations $0.11 ($0.01) $0.10 $0.04 Non Cash Charges $200,639 7249.41% $20,040 -51.35% $220,679 402.39% $341,344 212.19% Financing & Dividend Charges $496,057 52.90% $496,057 52.90% $725,751 20.36% Income Tax Expense $5,253 100.00% $5,253 100.00% $6,106 0.96% EBITDA $1,695,300 185.67%($61,887) 467.98% $1,633,413 180.39% $1,448,806 276.60% Per Share $0.18 ($0.01) $0.17 $0.15 Net loss from discontinued operations ($13,206) -87.81% Per share discontinued operations $0.00 Net Profit (loss) attributable to shareholders $362,399 181.99% Per Share $0.04 3 months ended 9/30/06 Revenue $18,079,537 $528,270 $18,607,807 $18,607,807 Gross Profit $1,120,563 $167,723 $1,288,286 $1,288,286 SG&A $525,773 $177,609 $703,382 $1,074,039 Operating Profit (loss) $592,060 ($49,000) $543,060 $170,380 Net Profit (loss) from continuing $266,278 ($52,092) $214,186 ($333,674) operations Per Share continuing operations $0.04 ($0.01) $0.03 ($0.06) Non Cash Charges $2,730 $41,196 $43,926 $109,340 Financing & Dividend Charges $324,438 $324,438 $602,997 Income Tax Expense $6,048 EBITDA $593,446 ($10,896) $582,550 $384,711 Per Share $0.12 ($0.00) $0.12 $0.07 Net loss from discontinued operations ($108,306) Per share discontinued operations ($0.02) Net loss attributable to shareholders ($441,980) Per Share ($0.08)
Synergy Brands Related Links: For the full 10Q and 10-K filings please visit www.sybr.com, for Cigar sites visit www.cigargold.com and www.cigarsaroundtheworld.com; for hair care products visit www.BeautyBuys.com; for Interline Travel visit www.perx.com. Forward-looking statements: This press release and Company review and assumptions made regarding the financial figures and other information, referenced and presented, state and reflect assumptions, expectations, projections, intentions and/or beliefs about past and future events that are intended as "forward-looking statements" under the Private Securities Litigation Reform Act of 1994. You can identify these statements by the fact that they do not relate to historical or current facts. They use words such as "anticipate", "estimate", "project", "forecast", "may", "will", "should", "expect", "assume", "believe" and other derivations thereof and other words of similar meaning. In particular these include, but are not limited to, statements reflecting the projected business activities and goals, revenues, earnings, non-GAAP measures of operations, profit and loss of the Company and associated costs. Any or all of the Company's forward-looking statements may turn out to be wrong. They can be affected by inaccurate assumptions or by known or unknown risks or uncertainties. Comparable GAAP compliant figures are presented herein to EBITDA numbers stated. For a description of many of these risks and uncertainties, please refer to the Company's filings with the U.S. Securities & Exchange Commission (ww.sec.gov) including Forms 10K and 10Q that can be found at www.sybr.com . Contact: Beverly Jedynak Martin E. Janis & Company, Inc. 312-943-1100 ext. 12 bjedynak@janispr.com -----END PRIVACY-ENHANCED MESSAGE-----