“Our full year results reflect a year of meaningful strategic progress and continued advancement of our priority growth initiatives,” said
“In addition, due to instability in the
Fourth Quarter 2025 Financial Summary vs. Same Year-Ago Period
- Revenue of
$6.07 million vs.$10.27 million . - Gross margin of 36.6% vs. 63.3%.
- Income (loss) from operations of
($13.31) million vs.$1.35 million . - Net income (loss) of
($14.82) million vs.$105.7 thousand . - Earnings (loss) per share of (
$1.35 ) vs.$0.01 . - EBITDA (loss), a non-GAAP financial measure, was
($13.28) million vs.$1.68 million . - Adjusted EBITDA (loss), a non-GAAP financial measure, was
$(4.48) million vs.$2.79 million .
2025 Financial Summary vs. Same Year-Ago Period
- Revenue of
$30.38 million vs.$34.83 million . - Gross margin of 66.8% vs. 67.9%.
- Income (loss) from operations of
($8.46) million vs.$5.80 million . - Net income (loss) of
($12.34) million vs.$2.12 million . - Earnings (loss) per share of (
$1.27 ) vs.$0.28 . - EBITDA (loss), a non-GAAP financial measure, was
($6.19) million vs.$6.46 million . - Adjusted EBITDA, a non-GAAP financial measure, was
$800 thousand vs.$7.35 million .
Fourth Quarter and Full Year 2025 Financial Results
Revenue in the fourth quarter of 2025 was
Gross margin in the fourth quarter of 2025 was 36.6% compared to 63.3% in the fourth quarter of 2024 due to the termination of license agreement of
Operating expenses in the fourth quarter of 2025 were
Income (loss) from operations for the fourth quarter of 2025 was
Net income (loss) in the fourth quarter of 2025 was
Earnings (loss) per share in the fourth quarter of 2025 was (
EBITDA (loss) (a non-GAAP financial measure) in the fourth quarter of 2025 was
Adjusted EBITDA (loss) (a non-GAAP financial measure) in the fourth quarter of 2025 was
Balance Sheet and Cash Flow
As of
As of
As of
Cash used in operating activities for the twelve months ended
Non-GAAP Financial Measure Reconciliation: EBITDA and Adjusted EBITDA
To assist financial statement users in an assessment of our historical performance, the Company discloses non-GAAP financial measures in press releases and on investor conference calls and related events, as the Company believes that the non-GAAP information enhances investors' overall understanding of our financial performance, and should be read in addition to, rather than instead of, the financial statements prepared in accordance with GAAP.
Management believes EBITDA and Adjusted EBITDA provide useful information to investors by excluding certain items that may not be indicative of the Company’s core operating results and that can vary significantly between periods. EBITDA is defined as net income plus interest expense, income tax expense, depreciation and amortization. Adjusted EBITDA is calculated as EBITDA plus or minus foreign exchange gains or losses, one-time expenses and non-cash expenses. Since Adjusted EBITDA is a non-GAAP financial performance measure, the Company’s calculation of Adjusted EBITDA may not be comparable to other similarly titled measures of other companies; and should not be considered in isolation, as a substitute for, or superior to measures of financial performance prepared in accordance with GAAP.
The following table reconciles net income to EBITDA and Adjusted EBITDA (in millions of US dollars):
| 3 Months ended December 31 | ||
| 2025 | 2024 | |
| Net income for the period | $(14.81) | $0.10 |
| Adjusted for: | ||
| Interest expense, net | 1.55 | 1.54 |
| Amortization of intangible assets | 0.03 | 0.03 |
| Tax expense (benefit) | (0.05) | 0.01 |
| EBITDA | $(13.28) | $1.68 |
| One-time expenses | 0.86 | 0.99 |
| Allowance for bad debts | 6.66 | 0.00 |
| Obsolete inventory | 1.04 | 0.13 |
| Foreign currency adjustment | (0.13) | 0.00 |
| Stock based compensation | 0.37 | - |
| Adjusted EBITDA | $(4.48) | $2.79 |
| 12 Months ended December 31 | ||
| 2025 | 2024 | |
| Net income (loss) for the period | $(12.34) | $2.12 |
| Adjusted for: | ||
| Interest expense, net | 5.90 | 4.11 |
| Amortization of intangible assets | 0.13 | 0.13 |
| Tax expense | 0.12 | 0.10 |
| EBITDA | $(6.19) | $6.46 |
| One-time expenses | 0.86 | 0.74 |
| Allowance for bad debts | 6.66 | 0.00 |
| Gain on settlement of loan | (2.15) | 0.00 |
| Obsolete inventory | 1.04 | 0.13 |
| Foreign currency adjustment | 0.02 | 0.03 |
| Stock based and board compensation | 0.56 | 0.00 |
| Adjusted EBITDA | $0.80 | $7.35 |
Conference Call
In conjunction with this announcement, Synergy will host a conference call at
About
Forward Looking Statements
Certain statements contained in this press release constitute "forward-looking statements," including statements regarding brand expansion and growth initiatives. These forward-looking statements represent Synergy's expectations or beliefs concerning future events, and it is possible that the results described in this press release will not be achieved. These forward-looking statements are subject to risks, uncertainties and other factors, which are set forth in Synergy's registration statement on Form S-1, as amended, many of which are outside of Synergy's control, that could cause actual results to differ materially from the results discussed in the forward-looking statements.
Any forward-looking statement speaks only as of the date on which it is made, and, except as required by law, Synergy does not undertake any obligation to update or revise any forward-looking statement, whether as a result of new information, future events or otherwise. New factors emerge from time to time, and it is not possible for Synergy to predict all such factors. When considering these forward-looking statements, you should keep in mind the risk factors and other cautionary statements in Synergy’s filings with the
Investor Relations
949.574.3860
SNYR@gateway-grp.com
Condensed Consolidated Balance Sheets | ||||||||
2025 | 2024 | |||||||
| Assets | ||||||||
| Current Assets | ||||||||
| Cash and cash equivalents | $ | 2,622,313 | $ | 687,920 | ||||
| Restricted cash | 100,000 | 100,000 | ||||||
| Accounts receivable, net | 3,203,505 | 5,321,037 | ||||||
| Other receivables, net | - | 1,999,637 | ||||||
| Loan receivable (related party), net | - | 4,375,059 | ||||||
| Prepaid expenses (including related party amount of | 351,049 | 1,859,563 | ||||||
| Inventory, net | 3,737,509 | 1,716,552 | ||||||
| Total Current Assets | 10,014,376 | 16,059,768 | ||||||
| Intangible assets, net | 150,000 | 283,333 | ||||||
| Total Assets | $ | 10,164,376 | $ | 16,343,101 | ||||
| Liabilities and Stockholders’ Deficit | ||||||||
| Current Liabilities: | ||||||||
| Accounts payable and accrued liabilities (including payable to shareholder of | $ | 6,388,219 | $ | 5,191,868 | ||||
| Income taxes payable | 88,108 | 242,977 | ||||||
| Contract liabilities | 1,526 | 24,252 | ||||||
| Short term loans payable, net of debt discount, related party | 100,000 | - | ||||||
| Short term loans payable, net of debt discount | - | 7,725,272 | ||||||
| Current portion of notes payable, net of debt discount | 1,658,215 | - | ||||||
| Current portion of long-term notes payable, net of debt discount and debt issuance cost, shareholder | - | 4,000,000 | ||||||
| Total Current Liabilities | 8,236,068 | 17,184,369 | ||||||
| Long-term Liabilities: | ||||||||
| Notes payable, net of debt discount, shareholder | - | 8,333,053 | ||||||
| Notes payable, net of debt discount | 25,056,446 | 7,457,022 | ||||||
| Total long-term liabilities | 25,056,446 | 15,790,075 | ||||||
| Total Liabilities | 33,292,514 | 32,974,444 | ||||||
| Commitments and contingencies (Note 13) | ||||||||
| Stockholders’ Deficit: | ||||||||
| Common stock, | 114 | 87 | ||||||
| Additional paid in capital | 33,594,550 | 27,643,660 | ||||||
| Accumulated other comprehensive loss | (154,281 | ) | (47,777 | ) | ||||
| Accumulated deficit | (56,441,021 | ) | (44,099,813 | ) | ||||
| Less: | (127,500 | ) | (127,500 | ) | ||||
| Total stockholders’ deficit | (23,128,138 | ) | (16,631,343 | ) | ||||
| Total Liabilities and Stockholders’ Deficit | $ | 10,164,376 | $ | 16,343,101 | ||||
Consolidated Statements of Operations and Other Comprehensive (Loss) Income | ||||||||
| For the year ended | For the year ended | |||||||
2025 | 2024 | |||||||
| Revenue | $ | 30,380,809 | $ | 34,834,243 | ||||
| Cost of sales | 10,077,992 | 11,191,224 | ||||||
| Gross Profit | 20,302,817 | 23,643,019 | ||||||
| Operating expenses | ||||||||
| Selling and marketing | 13,137,779 | 12,991,431 | ||||||
| General and administrative | 8,829,803 | 4,717,006 | ||||||
| Reserve for bad debts | 6,660,650 | - | ||||||
| Depreciation and amortization | 133,334 | 133,334 | ||||||
| Total operating expenses | 28,761,566 | 17,841,771 | ||||||
| (Loss) Income from operations | (8,458,749 | ) | 5,801,248 | |||||
| Other (income) expenses | ||||||||
| Other income | - | (510,534 | ) | |||||
| Interest income | (15,065 | ) | (1,523 | ) | ||||
| Interest expense | 5,919,742 | 4,105,198 | ||||||
| Gain on settlement of notes payable | (2,154,522 | ) | - | |||||
| Remeasurement loss (gain) on translation of foreign subsidiary | 14,833 | (18,954 | ) | |||||
| Total other expenses | 3,764,988 | 3,574,187 | ||||||
| Net (loss) income before income taxes | (12,223,737 | ) | 2,227,061 | |||||
| Income tax expense | 117,471 | 102,085 | ||||||
| Net (loss) income after tax | $ | (12,341,208 | ) | $ | 2,124,976 | |||
| Net (loss) income per share – basic | $ | (1.27 | ) | $ | 0.28 | |||
| Net (loss) income per share - diluted | $ | (1.27 | ) | $ | 0.28 | |||
| Weighted average common shares outstanding | ||||||||
| Basic | 9,722,552 | 7,588,095 | ||||||
| Diluted | 9,722,552 | 7,630,501 | ||||||
| Comprehensive (loss) income: | ||||||||
| Net (loss) income | $ | (12,341,208 | ) | $ | 2,124,976 | |||
| Foreign currency translation adjustment | (106,504 | ) | 54,690 | |||||
| Comprehensive (loss) income | $ | (12,447,712 | ) | $ | 2,179,666 | |||
Consolidated Statements of Cash Flows | ||||||||
| For the year ended | For the year ended | |||||||
2025 | 2024 | |||||||
| Cash Flows from Operating Activities | ||||||||
| Net (loss) income | $ | (12,341,208 | ) | $ | 2,124,976 | |||
| Adjustments to reconcile net (loss) income to net cash used in operating activities: | ||||||||
| Amortization of debt discount and debt issuance cost | 1,633,776 | 56,796 | ||||||
| Depreciation and amortization | 133,334 | 133,334 | ||||||
| Stock based compensation | 136,247 | - | ||||||
| Stock issued for modification of notes payable | 847,062 | - | ||||||
| Stock issued for services | 127,200 | - | ||||||
| Foreign currency transaction (gain) loss | 5,531 | 54,321 | ||||||
| Remeasurement gain on translation of foreign subsidiary | 14,833 | (18,954 | ) | |||||
| Non cash implied interest | - | 4,799 | ||||||
| Bad debts | 2,256,846 | - | ||||||
| Bad debt, related party | 4,403,804 | - | ||||||
| Gain on settlement of debt | (2,154,522 | ) | - | |||||
| Write-off of inventory | 894,341 | 125,364 | ||||||
| Stock issued for loan financing | - | 97,920 | ||||||
| Income from employee retention credits | - | (252,405 | ) | |||||
| Income from insurance on stolen goods | - | (258,129 | ) | |||||
| Changes in operating assets and liabilities: | ||||||||
| Accounts receivable | 1,514,935 | (3,214,943 | ) | |||||
| Other receivables | 345,388 | (1,489,103 | ) | |||||
| Loan receivable, related party | - | 84,937 | ||||||
| Inventory | (2,915,298 | ) | 1,884,324 | |||||
| Prepaid expenses | 1,306,351 | (1,250,023 | ) | |||||
| Prepaid expense, related party | 202,163 | (145,092 | ) | |||||
| Income taxes payable | (84,271 | ) | 57,312 | |||||
| Contract liabilities | (22,726 | ) | 10,050 | |||||
| Accounts payable and accrued liabilities | 622,099 | (2,870,633 | ) | |||||
| Accounts payable, related party | 489,093 | 61,759 | ||||||
| Net cash used in operating activities | (2,585,022 | ) | (4,803,390 | ) | ||||
| Cash Flows from Investing Activities | - | - | ||||||
| Cash Flows from Financing Activities | ||||||||
| Proceeds from issuance of common stock at IPO | - | 8,397,044 | ||||||
| Proceeds from issuing common stock | 3,719,547 | - | ||||||
| Advances from related party | 235,000 | 3,528,003 | ||||||
| Repayments of advances to related party | (135,000 | ) | (3,200,000 | ) | ||||
| Repayment of notes payable, shareholder | (10,000,000 | ) | (84,500 | ) | ||||
| Proceeds from notes payable | 20,996,250 | 1,360,000 | ||||||
| Payment of loan financing fees | (2,024,287 | ) | - | |||||
| Repayment of notes payable | (8,136,846 | ) | (5,196,461 | ) | ||||
| Net cash provided by financing activities | 4,654,664 | 4,804,086 | ||||||
| Effect of exchange rate on cash, cash equivalents and restricted cash | (135,249 | ) | 54,690 | |||||
| Net increase in cash, cash equivalents and restricted cash | 1,934,393 | 55,386 | ||||||
| Cash, Cash Equivalents and restricted cash, beginning of year | 787,920 | 732,534 | ||||||
| Cash, Cash Equivalents and restricted cash, end of year | $ | 2,722,313 | $ | 787,920 | ||||
| Supplemental Disclosure of Cash Flow Information: | ||||||||
| Cash paid during the period for: | ||||||||
| Interest | $ | 2,953,878 | $ | 3,906,001 | ||||
| Income taxes | $ | 147,377 | $ | - | ||||
| Supplemental Disclosure of Non-cash Investing and Financing Activities: | ||||||||
| Accounts payable converted to loan payable upon settlement | $ | - | $ | 3,770,824 | ||||
| Reduction of short-term related party note payable by reduction of prepaid balance | $ | - | $ | 328,003 | ||||
| Issuance of common stock for loan financing | $ | 220,869 | $ | - | ||||
| Issuance of pre-funded warrants for settlement of shareholder notes payable | $ | 899,993 | $ | - | ||||
| Exercise of pre-funded warrants | $ | 4 | $ | - | ||||
| Loan fees payable to lender | $ | 375,000 | $ | - | ||||
