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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):
November 6, 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 November 6, 2023,
Stran & Company, Inc. (the “Company”) issued a press release providing a business update and reporting its financial results
for the quarter ended September 30, 2023. The press release also announced that the Company will hold a conference call at 10:00 A.M.
Eastern Time on November 6, 2023 to discuss its financial results for the quarter ended September
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 that are 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: November 6, 2023 |
STRAN & COMPANY, INC. |
|
|
|
/s/ Andrew Shape |
|
Name: |
Andrew Shape |
|
Title: |
President and Chief Executive Officer |
2
Exhibit 99.1
Stran & Company Announces 42% Increase in
Revenue
and Reports Profitable Net Earnings for the Third Quarter of 2023
Conference call to be held today at 10:00 AM
ET
Quincy, MA / November 6, 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 September 30, 2023.
Andy Shape, President and Chief Executive Officer
of Stran, commented, “Following our business growth initiatives, we generated a 42% increase in revenue to a record $19.3 million
for the third quarter of 2023. At the same time, our gross profit increased by 50% to $6.4 million, with gross profit margin increasing
to 33% compared to 31% for the same period last year, and we booked net earnings of approximately $684,000. We believe our growth and
net earnings this quarter reflect infrastructure and technology investments, marketing initiatives, and strategic acquisitions we have
pursued in recent quarters while managing our expenses. Moreover, we are proud to have grown organic revenue 30% to $15.4 million for
the third quarter of 2023 and achieved these results despite a challenging macroeconomic environment, reflecting our competitive position
and increase in market share. As a result, we believe we are continuing to lead the highly fragmented, $25.8 billion promotional products
industry through continued organic growth, coupled with a highly accretive acquisition strategy.”
“Over the last eighteen months, we have
completed four acquisitions and have now integrated all of these businesses into Stran. Each acquisition has brought assets that are significant
to Stran, by expanding our geographic footprint, increasing our logistical capabilities, and bringing preferred clientele to our roster
of clients. While we will continue to explore strategic M&A opportunities as they arise, our primary focus is organic growth and maximizing
the potential of these acquisitions. By combining our M&A strategy with expanded sales and marketing programs, we have further developed
our client base, as illustrated by a recent three-year contract estimated to provide up to several hundred thousand dollars in annual
spending with a leading medical group. In addition, we recently expanded our relationship with an online sports and entertainment customer,
and have launched a loyalty redemption program. This program received over 22,000 orders, generating over $2 million in sales within the
first week alone. By combining reliability and execution, we serve notable brands and intend to continue to deliver on customer needs.”
“Reflecting our confidence in our financial
position and the outlook of the business, during the last quarter we continued to conduct our stock repurchase program initially announced
in February 2022. As of September 30, 2023, we have repurchased a total of approximately $3.4 million of stock over the course of the
program, and management team members have also reported purchases of Company stock in the open market. At the same time, we completed
the quarter with $19.7 million in cash and liquid investments as of September 30, 2023, and continued to manage expenses. Overall, we
plan to continue to apply our growth strategy by innovating and investing in technology, initiating marketing efforts to help deepen and
develop client relationships, and selectively pursuing acquisitions to sustain our growing operations.”
Financial Results
Revenue increased 42% to approximately $19.3
million for the three months ended September 30, 2023 from approximately $13.6 million for the three months ended September
30, 2022. The increase was primarily due to higher spending from existing customers as well as business from new customers. Additionally,
the acquisitions of the assets of each of G.A.P. Promotions, LLC (“G.A.P. Promotions”) in January 2022, Trend Promotional
Marketing Corporation (d/b/a Trend Brand Solutions) (“Trend Brand Solutions”) in August 2022, Premier Business Services (“Premier
NYC”) in December 2022, and T R Miller Co., Inc. (“T R Miller”) in June 2023, respectively, accounted for an aggregate
of approximately $3.9 million, or 20.4%, of sales, for the third quarter of 2023, compared to approximately $1.7 million, or 12.6%, of
sales, for the third quarter of 2022 from the acquisition of the G.A.P. Promotions assets in January 2022 and the acquisition of the Trend
Brand Solutions assets in August 2022. Recurring organic sales, defined as sales excluding revenue from the acquisitions of the assets
of each of G.A.P. Promotions, Trend Brand Solutions, Premier NYC, and T R Miller, increased 29.5%, or approximately $3.5 million, to approximately
$15.4 million for the three months ended September 30, 2023, compared to approximately $11.9 million for the three months ended September
30, 2022.
Gross profit increased 50% to approximately $6.4
million, or 33.0% of revenue, for the three months ended September 30, 2023, from approximately $4.2 million, or 31.3% of revenue, for
the three months ended September 30, 2022. The increase in the dollar amount of gross profit was due to increased sales, partially offset
by an increase in purchasing and freight costs.
Net earnings for the three months ended September
30, 2023 were approximately $0.7 million, compared to a net loss of approximately $0.7 million for the three months ended September 30,
2022. This change was primarily due to the increase in sales during the three months ended September 30, 2023, partially offset by an
increase in operating expenses.
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 Company’s financial results for the third quarter
of 2023 ended September 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: 926511. A webcast
of the call may be accessed at https://www.webcaster4.com/Webcast/Page/2855/49360 or on the Investor Relations section of the Company’s
website at https://ir.stran.com/news-events/ir-calendar.
A webcast replay will be available on the Investor
Relations section of the Company’s website (https://ir.stran.com/news-events/ir-calendar), through November 6, 2024. A telephone
replay of the call will be available approximately one hour following the call, through November 20, 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: 49360.
About Stran
For over 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
| |
September 30, | | |
December 31, | |
| |
2023 | | |
2022 | |
| |
(unaudited) | | |
| |
ASSETS | |
| |
CURRENT ASSETS: | |
| | |
| |
Cash & Cash Equivalents | |
$ | 9,435,090 | | |
$ | 15,253,756 | |
Investments | |
| 10,257,675 | | |
| 9,779,355 | |
Accounts Receivable, Net | |
| 16,530,027 | | |
| 14,442,626 | |
Deferred Income Taxes | |
| 1,334,000 | | |
| 841,000 | |
Inventory | |
| 6,903,305 | | |
| 6,867,564 | |
Prepaid Corporate Taxes | |
| 87,459 | | |
| 87,459 | |
Prepaid Expenses | |
| 796,018 | | |
| 386,884 | |
Deposits | |
| 2,886,051 | | |
| 910,486 | |
| |
| 48,229,625 | | |
| 48,569,130 | |
| |
| | | |
| | |
PROPERTY AND EQUIPMENT, NET: | |
| 1,413,870 | | |
| 1,000,090 | |
| |
| | | |
| | |
OTHER ASSETS: | |
| | | |
| | |
Intangible Assets - Customer Lists, Net | |
| 10,313,107 | | |
| 6,272,205 | |
Right of Use Asset - Office Leases | |
| 1,344,160 | | |
| 784,683 | |
| |
| 11,657,267 | | |
| 7,056,888 | |
| |
$ | 61,300,762 | | |
$ | 56,626,108 | |
| |
| | | |
| | |
LIABILITIES AND STOCKHOLDER’S EQUITY | |
| | | |
| | |
CURRENT LIABILITIES: | |
| | | |
| | |
Current Portion of Contingent Earn-Out Liabilities | |
$ | 3,083,215 | | |
$ | 1,809,874 | |
Current Portion of Lease Liability | |
| 460,464 | | |
| 324,594 | |
Accounts Payable and Accrued Expenses | |
| 4,858,590 | | |
| 4,051,657 | |
Accrued Payroll and Related | |
| 1,224,071 | | |
| 608,589 | |
Unearned Revenue | |
| 4,268,990 | | |
| 633,148 | |
Rewards Program Liability | |
| 2,750,000 | | |
| 6,000,000 | |
Sales Tax Payable | |
| 278,945 | | |
| 365,303 | |
Note Payable - Wildman | |
| - | | |
| 162,358 | |
| |
| 16,924,275 | | |
| 13,955,523 | |
| |
| | | |
| | |
LONG-TERM LIABILITIES: | |
| | | |
| | |
Long-Term Contingent Earn-Out Liabilities | |
| 4,883,265 | | |
| 2,845,944 | |
Long-Term Lease Liability | |
| 858,214 | | |
| 460,089 | |
| |
| 5,741,479 | | |
| 3,306,033 | |
| |
| | | |
| | |
STOCKHOLDERS’ EQUITY: | |
| | | |
| | |
Common Stock, $.0001 Par Value; 300,000,000 Shares Authorized, 18,521,332 and 18,475,521 Shares Issued and Outstanding as of September 30, 2023 and December 31, 2022, respectively | |
| 1,853 | | |
| 1,848 | |
Additional Paid-In Capital | |
| 38,397,861 | | |
| 38,279,151 | |
Retained Earnings | |
| 235,294 | | |
| 1,083,553 | |
| |
| 38,635,008 | | |
| 39,364,552 | |
| |
$ | 61,300,762 | | |
$ | 56,626,108 | |
STATEMENTS OF EARNINGS (LOSS) AND RETAINED EARNINGS
THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2023 AND 2022
(UNAUDITED)
| |
Three Months Ended September 30, 2023 | | |
Three Months Ended September 30, 2022 | | |
Nine Months Ended September 30, 2023 | | |
Nine Months Ended September 30, 2022 | |
| |
| | |
| | |
| | |
| |
SALES | |
$ | 19,303,335 | | |
$ | 13,576,072 | | |
$ | 52,549,688 | | |
$ | 40,642,559 | |
| |
| | | |
| | | |
| | | |
| | |
COST OF SALES: | |
| | | |
| | | |
| | | |
| | |
Purchases | |
| 11,603,364 | | |
| 8,388,856 | | |
| 32,437,178 | | |
| 25,843,023 | |
Freight | |
| 1,328,603 | | |
| 939,865 | | |
| 3,970,268 | | |
| 3,573,830 | |
| |
| 12,931,967 | | |
| 9,328,721 | | |
| 36,407,446 | | |
| 29,416,853 | |
| |
| | | |
| | | |
| | | |
| | |
GROSS PROFIT | |
| 6,371,368 | | |
| 4,247,351 | | |
| 16,142,242 | | |
| 11,225,706 | |
| |
| | | |
| | | |
| | | |
| | |
OPERATING EXPENSES: | |
| | | |
| | | |
| | | |
| | |
General and Administrative Expenses | |
| 5,939,694 | | |
| 4,896,386 | | |
| 18,369,963 | | |
| 13,152,774 | |
| |
| 5,939,694 | | |
| 4,896,386 | | |
| 18,369,963 | | |
| 13,152,774 | |
| |
| | | |
| | | |
| | | |
| | |
EARNINGS (LOSS) FROM OPERATIONS | |
| 431,674 | | |
| (649,035 | ) | |
| (2,227,721 | ) | |
| (1,927,068 | ) |
| |
| | | |
| | | |
| | | |
| | |
OTHER INCOME AND (EXPENSE): | |
| | | |
| | | |
| | | |
| | |
Other Income | |
| 242,009 | | |
| 20,471 | | |
| 313,738 | | |
| 92,124 | |
Interest Income (Expense) | |
| 183,156 | | |
| (2,881 | ) | |
| 467,415 | | |
| (9,023 | ) |
Unrealized Gain (Loss) on Investments | |
| 35,770 | | |
| (231,214 | ) | |
| 134,352 | | |
| (231,214 | ) |
| |
| 460,935 | | |
| (213,624 | ) | |
| 915,505 | | |
| (148,113 | ) |
| |
| | | |
| | | |
| | | |
| | |
EARNINGS (LOSS) BEFORE INCOME TAXES | |
| 892,609 | | |
| (862,659 | ) | |
| (1,312,216 | ) | |
| (2,075,181 | ) |
| |
| | | |
| | | |
| | | |
| | |
PROVISION FOR INCOME TAXES | |
| 208,000 | | |
| (174,507 | ) | |
| (463,957 | ) | |
| (393,772 | ) |
| |
| | | |
| | | |
| | | |
| | |
NET EARNINGS (LOSS) | |
| 684,609 | | |
| (688,152 | ) | |
| (848,259 | ) | |
| (1,681,409 | ) |
| |
| | | |
| | | |
| | | |
| | |
NET EARNINGS (LOSS) PER COMMON SHARE | |
| | | |
| | | |
| | | |
| | |
Basic and Diluted | |
$ | 0.04 | | |
$ | (0.03 | ) | |
$ | (0.05 | ) | |
$ | (0.09 | ) |
| |
| | | |
| | | |
| | | |
| | |
WEIGHTED-AVERAGE COMMON SHARES OUTSTANDING | |
| | | |
| | | |
| | | |
| | |
Basic and Diluted | |
| 18,515,206 | | |
| 19,702,136 | | |
| 18,515,206 | | |
| 19,702,136 | |
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Stran (NASDAQ:SWAG)
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