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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities
Exchange Act of 1934
Date of Report (Date of earliest event reported):
August 14, 2023
STRAN & COMPANY, INC. |
(Exact name of registrant as specified in its charter) |
Nevada |
|
001-41038 |
|
04-3297200 |
(State or other jurisdiction
of incorporation) |
|
(Commission File Number) |
|
(IRS Employer
Identification No.) |
2 Heritage Drive, Suite 600, Quincy, MA |
|
02171 |
(Address of principal executive offices) |
|
(Zip Code) |
800-833-3309 |
(Registrant’s telephone number, including area code) |
|
(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 obligation 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 the 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)) |
Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
|
Trading Symbol(s) |
|
Name of each exchange on which registered |
Common Stock, par value $0.0001 per share |
|
SWAG
|
|
The NASDAQ Stock Market LLC
|
Warrants, each warrant exercisable for one share of Common Stock at an exercise price of $4.81375 |
|
SWAGW |
|
The NASDAQ Stock Market LLC |
Indicate by check
mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities
Exchange Act of 1934.
Emerging Growth Company ☒
If an emerging growth company, indicate by check
mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act.
Item 2.02. Results of Operations and Financial Condition.
On August 14, 2023,
Stran & Company, Inc. (the “Company”) issued a press release providing a business update and reporting its financial results
for the quarter ended June 30, 2023. The press release also announced that the Company will hold a conference call at 10:00 AM Eastern
Time on August 14, 2023 to discuss its financial results for the quarter ended June 30,
2023, the Company’s corporate progress and other developments. A copy of the press release is furnished as Exhibit 99.1 to
this report.
The
information furnished pursuant to this Item 2.02 (including Exhibit 99.1 hereto), shall not be deemed “filed” for purposes
of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities
of that section, nor shall it be deemed incorporated by reference into any filing under the Exchange Act or the Securities
Act of 1933, as amended (the “Securities Act”), except as expressly set forth by specific reference in such a filing.
Forward-Looking Statements
The press release and the
statements contained therein include “forward-looking” statements within the meaning of Section 27A of the Securities
Act and Section 21E of the Exchange Act, which statements involve substantial risks and uncertainties. Forward-looking statements generally
relate to future events or the Company’s future financial or operating performance. In some cases, you can identify these statements
because they contain words such as “may,” “will,” “believes,” “expects,” “anticipates,”
“estimates,” “projects,” “intends,” “should,” “seeks,” “future,”
“continue,” “plan,” “target,” “predict,” “potential,” or the negative of such
terms, or other comparable terminology that concern the Company’s expectations, strategy, plans, or intentions. Forward-looking statements relating
to expectations about future results or events are based upon information available to the Company as of today’s date and are not
guarantees of the future performance of the Company, and actual results may vary materially from the results and expectations discussed. Forward-looking statements
include, but are not limited to, the Company’s expectations regarding synergies from its acquired businesses, its financial position
and operating performance, its expectations regarding its business initiatives, the Company’s expectations about its operating performance,
trends in its business, the effectiveness of its strategies, its market opportunity, and demand for its products and services in general.
The Company’s expectations and beliefs regarding these matters may not materialize, and actual results in future periods are subject
to risks and uncertainties that could cause actual results to differ materially from those projected, including risks and uncertainties
described in the Company’s Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, and other
filings with the Securities and Exchange Commission. All subsequent written and oral forward-looking statements concerning
the Company or other matters and attributable to the Company or any person acting on its behalf are expressly qualified in their entirety
by the cautionary statements above. The Company does not undertake any obligation to publicly update any of these forward-looking statements to
reflect events or circumstances that may arise after the date hereof, except as required by law.
Item
9.01. Financial Statements and Exhibits.
(d) Exhibits
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 hereunto
duly authorized.
Date: August 14, 2023 |
STRAN & COMPANY, INC. |
|
|
|
/s/ Andrew Shape |
|
Name: |
Andrew Shape |
|
Title: |
President and Chief Executive Officer |
2
Exhibit
99.1
Stran & Company Reports 23% Increase in Six-Months Sales Year-Over-Year and
Achieves Revenue of $17.5 Million for the Second Quarter of
2023
Conference call to be held today at 10:00 AM
ET
Quincy, MA / August 14, 2023 / Stran &
Company, Inc. (“Stran” or the “Company”) (NASDAQ: SWAG) (NASDAQ: SWAGW), a leading outsourced marketing solutions
provider that leverages its promotional products and loyalty incentive expertise, today provided a business update and reported financial
results for the three months ended June 30, 2023.
Andy Shape, President and Chief Executive Officer
of Stran, commented, “We continue to execute on our business growth strategies, as evidenced by an 18% year-over-year increase in
revenue for the second quarter of 2023 to $17.5 million. Importantly, our organic sales increased 11% compared to the same period in the
prior year. At the same time, our gross profit increased by 35% and gross profit margin improved to 29.1%. We are very proud of this organic
growth and margin improvement given the current market environment and declining sales many competitors in our industry are experiencing
due to pressure on marketing budgets. Rather than contracting, we are growing and capturing additional market share within the $25 billion
promotional products industry. We expect this trend to continue as we further refine and expand our outreach as well as leverage established
relationships from our acquisitions.”
“Each of our recent acquisitions brings
strategic advantages, opening up new markets and new verticals to support our growth strategies. We are proud to have closed our acquisition
of T R Miller in June, our largest acquisition to date, and progressing towards full integration of the business. Premier NYC, Trend Brand
Solutions, and G.A.P. Promotions’ businesses are now all fully integrated into the Stran business operations. While our primary
focus now is on organic growth, we continue to identify potential acquisitions that expand our product offering and geographic footprint
given our successful track record of acquiring and integrating companies within our organization. The fact that we have expanded our national
reach, secured new customers, and entered into new verticals is a testament to our leadership status within the industry. Towards this
end, we were recently acknowledged by the Advertising Specialty Institute, ranking us among the Top 40 distributors in the industry.”
“While expenses have increased in the second
quarter as a result of integration costs and onboarding personnel from the T R Miller acquisition, we are carefully monitoring expenses
and expect to realize synergies from the integration of all of our acquisitions. Given our continued revenue growth and traction within
the industry, we look forward to leveraging our fixed costs to drive margin expansion and long-term profitability. At the same time, we
have maintained a solid balance sheet with approximately $25.5 million in cash and investments, allowing us to accelerate our marketing
activities and pursue additional business opportunities that would complement and enhance our operations.”
Financial Results
Revenue increased 18.0% to approximately
$17.5 million for the three months ended June 30, 2023 from approximately $14.8 million for the three months ended June 30,
2022. The increase was primarily due to higher spending from existing customers as well as business from new customers. Additionally,
the Company benefited from the acquisitions of the assets of G.A.P. Promotions, LLC (“G.A.P. Promotions”) in January 2022,
the assets of Trend Promotional Marketing Corporation (d/b/a Trend Brand Solutions) (“Trend Brand Solutions”) in August 2022,
the assets of Premier Business Services (“Premier NYC”) in December 2022, and the assets of T R Miller Co., Inc. (“T
R Miller”) in June 2023.
Gross profit increased 35.0% to approximately
$5.1 million, or 29.1% of revenue, for the three months ended June 30, 2023, from approximately $3.8 million, or 25.4% of revenue, for
the three months ended June 30, 2022. The increase in the dollar amount of gross profit was due to increased sales, partially offset by
an increase in purchasing costs.
Net loss for the three months ended June 30, 2023
was approximately $0.8 million, compared to a net loss of approximately $0.4 million for the three months ended June 30, 2022. This change
was primarily due to an increase in operating expenses and an increase in purchasing costs. These factors were partially offset by the
increase in sales during the three months ended June 30, 2023 from the acquisition of the assets of each of G.A.P. Promotions, Trend Brand
Solutions, Premier NYC, and T R Miller, and the increase of recurring organic sales during the three months ended June 30, 2023 compared
to the three months ended June 30, 2022.
Conference Call
The Company will host a conference call at 10:00
A.M. Eastern Time today to discuss the Company’s financial results for the second quarter of 2023 ended June 30, 2023, as well as
the Company’s corporate progress and other developments.
The conference call will be available via telephone
by dialing toll free 888-506-0062 for U.S. callers or +1 973-528-0011 for international callers and using entry code: 227668. A webcast
of the call may be accessed at https://www.webcaster4.com/Webcast/Page/2855/48888 or on the Company’s Investors section
of the website: ir.stran.com/news-events/ir-calendar.
A webcast replay will be available on the Company’s
Investors section of the website (ir.stran.com/news-events/ir-calendar) through August 14, 2024. A telephone replay of the call will be
available approximately one hour following the call, through August 28, 2023, and can be accessed by dialing 877-481-4010 for U.S. callers
or +1 919-882-2331 for international callers and entering conference ID: 48888.
About Stran
Over the past 27 years, Stran has grown to become
a leader in the promotional products industry, specializing in complex marketing programs to help recognize the value of promotional products,
branded merchandise, and loyalty incentive programs as a tool to drive awareness, build brands and impact sales. Stran is the chosen promotional
programs manager of many Fortune 500 companies, across a variety of industries, to execute their promotional marketing, loyalty and incentive,
sponsorship activation, recruitment, retention, and wellness campaigns. Stran provides world-class customer service and utilizes cutting-edge
technology, including efficient ordering and logistics technology to provide order processing, warehousing and fulfillment functions.
The Company’s mission is to develop long-term relationships with its clients, enabling them to connect with both their customers
and employees in order to build lasting brand loyalty. Additional information about the Company is available at: www.stran.com.
Forward Looking Statements
This press release
contains “forward-looking statements” that are subject to substantial risks and uncertainties. All statements, other than
statements of historical fact, contained in this press release are forward-looking statements. Forward-looking statements contained in
this press release may be identified by the use of words such as “anticipate,” “believe,” “contemplate,”
“could,” “estimate,” “expect,” “intend,” “seek,” “may,” “might,”
“plan,” “potential,” “predict,” “project,” “target,” “aim,” “should,”
“will” “would,” or the negative of these words or other similar expressions, although not all forward-looking statements
contain these words. Forward-looking statements are based on the Company’s current expectations and are subject to inherent uncertainties,
risks and assumptions that are difficult to predict. Further, certain forward-looking statements are based on assumptions as to future
events that may not prove to be accurate. These and other risks and uncertainties are described more fully in the section titled “Risk
Factors” in the Company’s periodic reports which are filed with the Securities and Exchange Commission. Forward-looking statements
contained in this announcement are made as of this date, and the Company undertakes no duty to update such information except as required
under applicable law.
Contacts:
Investor Relations Contact:
Crescendo Communications, LLC
Tel: (212) 671-1021
SWAG@crescendo-ir.com
Press Contact:
Howie Turkenkopf
press@stran.com
BALANCE SHEETS
| |
June 30, | | |
December 31, | |
| |
2023 | | |
2022 | |
| |
(unaudited) | | |
| |
ASSETS | |
| |
CURRENT ASSETS: | |
| | |
| |
Cash | |
$ | 15,271,199 | | |
$ | 15,253,756 | |
Investments | |
| 10,277,690 | | |
| 9,779,355 | |
Accounts Receivable, Net | |
| 13,958,984 | | |
| 14,442,626 | |
Deferred Income Taxes | |
| 1,542,000 | | |
| 841,000 | |
Inventory | |
| 5,820,887 | | |
| 6,867,564 | |
Prepaid Corporate Taxes | |
| 87,459 | | |
| 87,459 | |
Prepaid Expenses | |
| 695,711 | | |
| 386,884 | |
Deposits | |
| 1,976,439 | | |
| 910,486 | |
| |
| 49,630,369 | | |
| 48,569,130 | |
| |
| | | |
| | |
PROPERTY AND EQUIPMENT, NET: | |
| 1,294,568 | | |
| 1,000,090 | |
| |
| | | |
| | |
OTHER ASSETS: | |
| | | |
| | |
Intangible Assets - Customer Lists, Net | |
| 10,711,939 | | |
| 6,272,205 | |
Right of Use Asset - Office Leases | |
| 1,470,140 | | |
| 784,683 | |
| |
| 12,182,079 | | |
| 7,056,888 | |
| |
$ | 63,107,016 | | |
$ | 56,626,108 | |
| |
| | | |
| | |
LIABILITIES AND STOCKHOLDER’S EQUITY | |
| | | |
| | |
CURRENT LIABILITIES: | |
| | | |
| | |
Current Portion of Contingent Earn-Out Liabilities | |
$ | 3,186,825 | | |
$ | 1,809,874 | |
Current Portion of Lease Liability | |
| 676,036 | | |
| 324,594 | |
Accounts Payable and Accrued Expenses | |
| 3,012,379 | | |
| 4,051,657 | |
Accrued Payroll and Related | |
| 997,008 | | |
| 608,589 | |
Unearned Revenue | |
| 2,290,639 | | |
| 633,148 | |
Rewards Program Liability | |
| 8,875,000 | | |
| 6,000,000 | |
Sales Tax Payable | |
| 291,438 | | |
| 365,303 | |
Note Payable - Wildman | |
| 162,358 | | |
| 162,358 | |
| |
| 19,491,683 | | |
| 13,955,523 | |
| |
| | | |
| | |
LONG-TERM LIABILITIES: | |
| | | |
| | |
Long-Term Contingent Earn-Out Liabilities | |
| 4,883,265 | | |
| 2,845,944 | |
Long-Term Lease Liability | |
| 762,946 | | |
| 460,089 | |
| |
| 5,646,211 | | |
| 3,306,033 | |
| |
| | | |
| | |
STOCKHOLDERS’ EQUITY: | |
| | | |
| | |
Common Stock, $.0001 Par Value; 300,000,000 Shares Authorized, 18,540,834 and 18,475,521 Shares Issued and Outstanding as of June 30, 2023 and December 31, 2022, respectively | |
| 1,855 | | |
| 1,848 | |
Additional Paid-In Capital | |
| 38,416,582 | | |
| 38,279,151 | |
Retained Earnings | |
| (449,315 | ) | |
| 1,083,553 | |
| |
| 37,969,122 | | |
| 39,364,552 | |
| |
$ | 63,107,016 | | |
$ | 56,626,108 | |
STATEMENTS OF EARNINGS (LOSS) AND RETAINED
EARNINGS |
THREE AND SIX MONTHS ENDED JUNE 30, 2023 AND
2022
(UNAUDITED) |
| |
Three Months Ended June 30, 2023 | | |
Three Months Ended June 30, 2022 | | |
Six Months Ended June 30, 2023 | | |
Six Months Ended June 30, 2022 | |
| |
| | |
| | |
| | |
| |
SALES | |
$ | 17,470,106 | | |
$ | 14,806,904 | | |
$ | 33,246,353 | | |
$ | 27,066,487 | |
| |
| | | |
| | | |
| | | |
| | |
COST OF SALES: | |
| | | |
| | | |
| | | |
| | |
Purchases | |
| 10,810,268 | | |
| 9,497,551 | | |
| 20,833,814 | | |
| 17,454,167 | |
Freight | |
| 1,582,917 | | |
| 1,549,163 | | |
| 2,641,665 | | |
| 2,633,965 | |
| |
| 12,393,185 | | |
| 11,046,714 | | |
| 23,475,479 | | |
| 20,088,132 | |
| |
| | | |
| | | |
| | | |
| | |
GROSS PROFIT | |
| 5,076,921 | | |
| 3,760,190 | | |
| 9,770,874 | | |
| 6,978,355 | |
| |
| | | |
| | | |
| | | |
| | |
OPERATING EXPENSES: | |
| | | |
| | | |
| | | |
| | |
General and Administrative Expenses | |
| 6,351,174 | | |
| 4,232,170 | | |
| 12,430,269 | | |
| 8,256,388 | |
| |
| 6,351,174 | | |
| 4,232,170 | | |
| 12,430,269 | | |
| 8,256,388 | |
| |
| | | |
| | | |
| | | |
| | |
EARNINGS (LOSS) FROM OPERATIONS | |
| (1,274,253 | ) | |
| (471,980 | ) | |
| (2,659,395 | ) | |
| (1,278,033 | ) |
| |
| | | |
| | | |
| | | |
| | |
OTHER INCOME AND (EXPENSE): | |
| | | |
| | | |
| | | |
| | |
Other Income (Expense) | |
| 15,092 | | |
| (23,781 | ) | |
| 71,729 | | |
| (27,461 | ) |
Interest Income (Expense) | |
| 146,177 | | |
| 6,108 | | |
| 284,259 | | |
| 92,972 | |
Unrealized Gain (Loss) on Investments | |
| (33,303 | ) | |
| - | | |
| 98,582 | | |
| - | |
| |
| 127,966 | | |
| (17,673 | ) | |
| 454,570 | | |
| 65,511 | |
| |
| | | |
| | | |
| | | |
| | |
EARNINGS (LOSS) BEFORE INCOME TAXES | |
| (1,146,287 | ) | |
| (489,653 | ) | |
| (2,204,825 | ) | |
| (1,212,522 | ) |
| |
| | | |
| | | |
| | | |
| | |
PROVISION FOR INCOME TAXES | |
| (307,957 | ) | |
| (42,210 | ) | |
| (671,957 | ) | |
| (219,265 | ) |
| |
| | | |
| | | |
| | | |
| | |
NET EARNINGS (LOSS) | |
| (838,330 | ) | |
| (447,443 | ) | |
| (1,532,868 | ) | |
| (993,257 | ) |
| |
| | | |
| | | |
| | | |
| | |
NET EARNINGS (LOSS) PER COMMON SHARE | |
| | | |
| | | |
| | | |
| | |
Basic and Diluted | |
$ | (0.05 | ) | |
$ | (0.02 | ) | |
$ | (0.08 | ) | |
$ | (0.03 | ) |
| |
| | | |
| | | |
| | | |
| | |
WEIGHTED-AVERAGE COMMON SHARES OUTSTANDING | |
| | | |
| | | |
| | | |
| | |
Basic and Diluted | |
| 18,540,834 | | |
| 19,971,552 | | |
| 18,540,834 | | |
| 19,971,552 | |
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