The following discussion and analysis of the results of operations and financial condition of Synergy for the three months ended March 31, 2020 and 2019, should be read in conjunction with the unaudited condensed consolidated financial statements of Synergy, and the notes to those unaudited condensed consolidated financial statements that are included elsewhere in this Form 10-Q. Our discussion includes forward-looking statements based upon current expectations that involve risks and uncertainties, such as our plans, objectives, expectations and intentions. Actual results and the timing of events could differ materially from those anticipated in these forward-looking statements as a result of a number of factors, including those set forth under the caption, "Cautionary Note Regarding Forward-Looking Statements" and the "Business" section in our Form 10-K filed on April 29, 2020. We use words such as "anticipate," "estimate," "plan," "project," "continuing," "ongoing," "expect," "believe," "intend," "may," "will," "should," "could," and similar expressions to identify forward-looking statements.





Overview


The Company is in the business of marketing and distributing consumer branded products through various distribution channels primarily in the health and wellness industry. The Company's strategy is to grow both organically and by future acquisition.

Our management's discussion and analysis of our financial condition and results of operations are only based on our current business and should be read in conjunction with our unaudited condensed consolidated financial statements. Key factors affecting our results of operations include revenues, cost of revenues, operating expenses and income and taxation.





Non-GAAP Financial Measures


We currently focus on Adjusted EBITDA to evaluate our business relationships and our resulting operating performance and financial position. Adjusted EBITDA is defined as EBITDA (net income plus interest expense, income tax expense, depreciation and amortization), further adjusted to exclude certain non-cash expenses and other adjustments as set forth below. We present Adjusted EBITDA because we consider it an important measure of our performance and it is a meaningful financial metric in assessing our operating performance from period to period by excluding certain items that we believe are not representative of our core business, such as certain non-cash items and other adjustments.

We believe that Adjusted EBITDA, viewed in addition to, and not in lieu of, our reported results in accordance with accounting principles generally accepted in the United States ("U.S. GAAP"), provides useful information to investors.





                                                             For the three
                                                              months ended
                                                             March 31, 2020
     Net income after tax                                   $        262,303
     Interest income                                                     (66 )
     Interest expense                                                158,522
     Taxes                                                           285,540
     Depreciation                                                     26,152
     Amortization                                                     21,450
     EBITDA                                                 $        753,901
     One Time Expenses - Listing Fees                                 15,077
     Bad debts recovery                                             (170,309 )
     Accounts payable write off                                     (180,000 )
     Stock-based compensation                                         38,679
     Loss on foreign currency translation and transaction            389,845
     Adjusted EBITDA                                        $        847,193

EBITDA and Adjusted EBITDA are considered non-GAAP financial measures. EBITDA represents earnings before interest, taxes, depreciation and amortization. Adjusted EBITDA represents EBITDA, further adjusted to exclude the impact of higher-than-normal revenue change other activity and certain expenses and transactions that we believe are not representative of our core operating results, including stock-based compensation; one-time expenses/incomes; and the gain/loss on foreign currency translation and transaction. The Company's definitions of EBITDA and adjusted EBITDA might not be comparable to similarly titled measures reported by other companies.

Results of Operations for the Three months Ended March 31, 2020 and 2019





Revenue


For the three months ended March 31, 2020, we had revenue of $6,117,286 from sales of our products, as compared to revenue of $9,468,955 for the same period in 2019. We had a decrease in Nutraceuticals in 2020 as compared to 2019 due to lower online sales due to the shift from online to retail and 2019 being the launch year of some new products. We had an increase in Over the Counter in 2020 as compared to 2019 due to regular business fluctuations. We had an increase in Consumer Goods in 2020 as compared to 2019 due to a shift in business focus. We had a decrease in Cosmeceuticals in 2020 as compared to 2019 due to a shift in business focus. The revenue is comprised of the following categories:





                                      March 31, 2020       March 31, 2019
            Nutraceuticals           $      5,766,691     $      9,055,444
            Over the Counter (OTC)             22,310                8,332
            Consumer Goods                    302,897              157,623
            Cosmeceuticals                     25,388              247,556
                                     $      6,117,286     $      9,468,955




25







Cost of Revenue



For the three months ended March 31, 2020, our cost of revenue was $1,497,779. Our cost of revenue for the three months ended March 31, 2019, was $2,540,450. We had a decrease in Nutraceuticals in 2020 as compared to 2019 due to lower sales and a different mix of products being sold. We had an increase in Consumer Goods in 2020 as compared to 2019 due to an increase in revenue. We had a decrease in Cosmeceuticals in 2020 as compared to 2019 due to a shift in business focus. The cost of revenue is comprised of the following categories:





                                      March 31, 2020       March 31, 2019
            Nutraceuticals           $      1,425,274     $      2,472,115
            Over the Counter (OTC)                  -                    -
            Consumer Goods                     69,047               13,784
            Cosmeceuticals                      3,458               54,551
                                     $      1,497,779     $      2,540,450




Gross Profit



Gross profit was $4,619,507, or 76% for the three months ended March 31, 2020, as compared to gross profit of $6,928,505, or 73% for the same period in 2019, a decrease of $2,308,998, or 33%. The decrease in gross profit margin is directly related to the mix of products being sold.





Operating Expenses


Selling and Marketing Expenses

For the three months ended March 31, 2020, our selling and marketing expenses were $2,253,956 as compared to $3,311,867 for the same period in 2019, which is primarily due to decreased personnel in our advertising and marketing departments.

General and Administrative Expenses

For the three months ended March 31, 2020, our general and administrative expenses were $1,333,524. For the three months ended March 31, 2019, our general and administrative expenses were $1,487,107. The decrease is primarily due to better management of operating costs.

Depreciation and Amortization Expenses

For the three months ended March 31, 2020, our depreciation and amortization expenses were $26,845 as compared to $306,275 for the same period in 2019. The decrease is due to impairment of intangible assets in 2019.





Other Income and Expenses


For the three months ended March 31, 2020 and 2019 we had other (income) and expense items of the following:





                                                     Three months         Three months
                                                        ended                ended
                                                    March 31, 2020       March 31, 2019
Interest income                                    $            (66 )   $           (111 )
Interest expense                                            158,522              340,128
Remeasurement loss (gain) on translation of
foreign subsidiary                                          278,126              (16,508 )
Amortization of debt issuance cost                           20,757               38,368
Total other expense                                $        457,339     $        361,877

For the three months ended March 31, 2020, we had interest expense of $158,522 as compared to $340,128 for the same period in 2019. The decrease was due to decrease in the interest rate of Loan 3 from 15.5% to 13% and decrease in the outstanding principal balance.





Net Income


For the three months ended March 31, 2020, our net income was $262,303 as compared to a net income of $1,467,287 for the same period in 2019.

Liquidity and Capital Resources





Overview


As of March 31, 2020, we had $314,933 cash on hand and a $4,444,249 working capital deficit. In addition, we also had restricted cash of $100,000 which is held for credit card collateral.





26






Presentation of Financial Statements - Going Concern





Going Concern Evaluation


In connection with preparing unaudited condensed consolidated financial statements for the three months ended March 31, 2020, management evaluated whether there were conditions and events, considered in the aggregate, that raised substantial doubt about the Company's ability to continue as a going concern within one year from the date that the financial statements are issued.

The Company considered the following:

? At March 31, 2020, the Company had an accumulated deficit of $23,972,266.

? At March 31, 2020, the Company had working capital deficit of $4,444,249.

? Revenue decline in 2020 as compared to 2019 of $3,351,669.

? During the three months ended March 31, 2020, the Company used cash in operating activities of $1,302,062.

? The Company is required to make repayment of loans payable of $500,000 and accrued interest during the three months ended March 31, 2020.

Ordinarily, conditions or events that raise substantial doubt about an entity's ability to continue as a going concern relate to the entity's ability to meet its obligations as they become due.

The Company evaluated its ability to meet its obligations as they become due within one year from the date that the financial statements are issued by considering the following:

? The Company raised $10.0 million via debt financing during the year ended December 31, 2017.

? Subsequent to March 31, 2020, the Company raised $2.5 million via debt financing.

? During the three months ended March 31, 2020, the Company repaid $12,500 of loans. Subsequent to March 31, 2020, the Company repaid $500,000 of loans.

? The Company generated net income of $262,303 for the three months ended March 31, 2020.

? Working capital deficit of $4,444,249 at March 31, 2020, includes loans payables to related party of $5,486,377, payables to related party of $839,124 and deferred revenue of $17,137.

? The Company has line of credit facility of $20 million available from its current lender for future mergers and acquisition.

? Subsequent to March 31, 2020, the Company has secured distribution of a new hand sanitizer product under its Hand MD brand in Canada.

Management concluded that above factors alleviates doubts about the Company's ability to generate enough cash from operations and other available sources to satisfy its obligations for the next twelve months from the issuance date.

The Company will take the following actions if it starts to trend unfavorably to its internal profitability and cash flow projections, in order to mitigate conditions or events that would raise substantial doubt about its ability to continue as a going concern:

? Raise additional capital through line of credit and/or loans financing for future mergers and acquisition, which may be impacted by the recent outbreak of COVID-19.

? Implement additional restructuring and cost reductions.

? Raise additional capital through a private placement, which may be impacted by the recent outbreak of COVID-19.

As of June 29 , 2020 and March 31, 2020, the Company had $2,098,237 and $414,933, respectively, in cash and cash equivalents.

Three months ended March 31, 2020 and 2019

Net Cash Used in Operating Activities

Net cash used in operating activities for the three months ended March 31, 2020 was $(1,302,062), compared to net cash provided by operating activities of $813,711 for the same period in 2019. This decrease in net cash provided by operating activities for the three months ended March 31, 2020 was primarily attributable to an increase in accounts receivable and decrease in accounts payable and accrued expenses.

The $(1,302,062) consists of our net income of $262,303 adjusted by:







Amortization of debt issuance cost                                    $         20,756
Depreciation and amortization                                                   26,845
Stock based compensation                                                        38,679
Non cash implied interest                                                        9,299
Remeasurement loss on translation of foreign subsidiary                        275,237
Foreign currency transaction loss                                              114,608
Reversal of allowance for doubtful accounts                                   (170,309 )
Gain on write-off of payables                                                 (180,000 )
Increase in accounts receivable                                             (1,259,338 )
Increase in accounts receivable, related party                                (193,552 )
Decrease in inventory                                                          146,942
Decrease in prepaid expenses                                                     4,534
Decrease in income tax receivable                                              251,614
Increase in income tax payable                                                 164,338
Decrease in accounts payable and accrued liabilities                          (635,464 )
Decrease in accounts payable and accrued liabilities, related party           (187,804 )
Increase in deferred revenue                                                     9,250



Net Cash Used in Investing Activities

Net cash used in investing activities for the three months ended March 31, 2020 was $0, compared to net cash used of $0 for the same period in 2019.

Net Cash Used in Financing Activities

Net cash provided by financing activities for the three months ended March 31, 2020 was $57,990, compared to net cash used of $512,500 for the same period in 2019.





                     Repayment of notes payable    $ (12,500 )
                     Advances from related party      70,490




Key 2020 Initiatives



During 2020, we have plans for organic growth within our current product lines by developing and launching new products. We have new marketing campaigns in process and intend to expand our online presence for each product. While we intend to grow further through additional acquisitions, we feel it is important to also develop our existing products.

The recent outbreak of COVID-19, which has been declared by the World Health Organization to be a pandemic, has spread across the globe and is impacting worldwide economic activity. A pandemic, including COVID-19, or other public health epidemic poses the risk that the Company or its employees, suppliers, and other partners may be prevented from conducting business activities at full capacity for an indefinite period of time, including due to spread of the disease within these groups or due to shutdowns that may be requested or mandated by governmental authorities. While it is not possible at this time to estimate the impact that COVID-19 could have on the Company's business, the continued spread of COVID-19 and the measures taken by the governments of countries affected and in which the Company operates could disrupt the operation of the Company's business. The COVID-19 outbreak and mitigation measures may also have an adverse impact on global economic conditions, which could have an adverse effect on the Company's business and financial condition, including on its potential to conduct financings on terms acceptable to the Company, if at all. In addition, the Company may take temporary precautionary measures intended to help minimize the risk of the virus to its employees, including temporarily requiring all employees to work remotely, and discouraging employee attendance at in-person work-related meetings, which could negatively affect the Company's business. The extent to which the COVID-19 outbreak impacts the Company's results will depend on future developments that are highly uncertain and cannot be predicted, including new information that may emerge concerning the severity of the virus and the actions to contain its impact.





27






Contractual Obligations and Off-Balance Sheet Arrangements





Contractual Obligations



None.


Off-Balance Sheet Arrangements





None.



Inflation


The effect of inflation on the Company's operating results was not significant.

Summary of Significant Accounting Policies

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amount of assets and liabilities, the disclosure of contingent assets and liabilities and the reported amounts of revenue and expenses during the reported periods. The more critical accounting estimates include estimates related to revenue recognition and accounts receivable allowances. We also have other key accounting policies, which involve the use of estimates, judgments and assumptions that are significant to understanding our results, which are described in Note 2 to our unaudited condensed consolidated financial statements appearing elsewhere in this report.

Recent Accounting Pronouncements

Note 2 to our unaudited condensed consolidated financial statements appearing elsewhere in this report includes Recent Accounting Pronouncements.

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