SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
Annual report pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
For the fiscal year ended December 31, 1997.
Commission file number 0-19409
SYNERGY BRANDS INC.
(FORMERLY KRANTOR CORPORATION)
(Exact name of registrant as specified in its charter)
DELAWARE 22-2993066
(State of incorporation) (I.R.S. Employer
Identification No.)
10850 Perry Way, Ste 203
Wexford, Penna. 15090
(Address of principal executive offices)
Registrant's telephone number, including area code: 412-980-6380
Securities registered pursuant to Section 12(b) of the
Act:
Title of Each Class Name of Exchange
Common Stock, $.001 par value NASDAQ/Small-Cap System
and Boston Stock Exchange
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes_X_ NO__
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [X]
On July 22, 1998, the aggregate market value of the voting stock of Krantor
Corporation, held by non-affiliates of the Registrant (based on the closing
price as reported on the NASDAQ for July 22, 1998) approximately $8,151,733.
This determination of affiliate status is not necessarily a conclusive
determination for other purposes. The number of outstanding shares of the
Registrant's Common Stock as of July 22, 1998 was 5,215,444.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Proxy Statement for Registrant's 1997 Annual Meeting of
Stockholders held June 19, 1998 are incorporated by reference in Part III (for
other documents incorporated by reference -refer to Exhibit Index at page )
<PAGE>
PART I
Other than historical and factual statements, the matters and items
discussed in this report on Form 10-K are forward-looking information that
involves risks and uncertainties. The Company's actual results may differ
materially from the results discussed in the forward-looking statements. Factors
that could contribute to such differences are discussed in the forward-looking
statements and are summarized in "Management's Discussion and Analysis of
Financial Condition and Results of Operations - Forward-Looking Information and
Cautionary Statements."
ITEM 1. BUSINESS
A. OVERVIEW
Krantor Corporation ("Krantor")through its subsidiaries (collectively the
"Company") participates mainly in the food and grocery and health and beauty
aids, frozen squid distribution and premium handmade cigar and other related
tobacco product distribution industries. Trade sources estimate that this
industry generates annual nationwide revenues of over $400 billion and $1.3
billion respectively. The Company, estimates that 80% of its business is
generated in the Northeastern region of the United States.
The Company entered the premium handmade cigar market at the end of 1997
through a Distributorship Agreement with a Dominican Republic Company. The
Company believes that distributing premium handmade cigars to its existing
customer base through regional sales offices, a national broker network and
cable television marketing should develop for the Company a unique franchise in
the premium handmade cigar business.
Presently the Company is conducting its basic grocery business with the
assistance of Asia Legend Trading Ltd. ("ALT"), a Chinese trading entity who is
acting in the United States through its US Agent (the "Agent"), which business
has been reinforced and the Company believes strengthened by their 10 year
exclusive U.S. distribution agreement with ALT. The agreement calls for the
Company to distribute frozen squid, also known as calamari, a product
significantly marketed by ALT, exclusively in the United States. ALT through
Agent also assists the Company in financing the purchase and marketing of other
grocery products offered by ALT and from other traditional suppliers located by
the Company and with whom the Company has historically done business. This
agreement with ALT provides the Company with the opportunity to earn royalties
on both squid and other grocery sales distributed in the United States. It also
allows the Company to utilize the purchasing power and financing capabilities of
ALT & Agent to support the distribution of products by the Company in the United
States. In addition, the Chinese trading company is developing products to be
marketed by the Company in the United States. Sales of calamari by the Company
on behalf of its Chinese trading partner provide for above average profit
margins due to the Company's resultant direct buying presence in China.
The Company plans on expanding its core grocery and frozen seafood market
through its subsidiaries. The Company believes that by discontinuing the
previous Kosher food sale and distribution operation of its subsidiary,
Affiliated Island Grocers d/b/a Island Frozen and Diary ("IFD") it should enable
it to support the capital requirements of its continuing operations. However,
the Company believes it will need additional financing in the form of
subordinated debt or equity to finance its expansion plans. The Company prefers
to use debt financing to expand its business but must currently rely on equity
financing until the Company may be able to establish trade financing
alternatively for its business. (See Management Discussion, Item 6).
IFD has ceased functioning as an active subsidiary of the Company. The
Company has terminated its Kosher Foods and Specialty Foods business as
previously operated by IFD, has significantly curtailed its wholesaler
operations in general, and is attempting to re-focus its business to its
-2-
<PAGE>
traditional business as a Promotional Grocery Product distributor, together with
its expansion into distribution, presently on an agency basis, of frozen squid
through agreements with the Company's established Chinese distribution agreement
with ALT (see "Chinese Distribution Agreement" and "Management Discussion and
Financial Analysis" infra) and its acquisition and resale and/or distribution of
premium hand made cigars and other related tobacco products derived from
contacts of the Company in the Dominican Republic. Such businesses of Krantor
are conducted through corporate subsidiaries whose stock is wholly or majority
owned by Krantor, and the results of whose businesses are consolidated for
reporting purposes with the financial statements of Krantor.
THE COMPANY'S EXECUTIVE OFFICES ARE LOCATED AT 10850 PERRY WAY, STE. 203,
WEXFORD , PENNSYLVANIA 15090, AND ITS TELEPHONE NUMBER IS (412) 980-6380.
B. CIGAR PRODUCTION AND SALE
1. DISTRIBUTION RIGHTS
The Company, through one of its subsidiaries (the "Affiliate"), entered
into an exclusive distributorship agreement dated December 31, 1997 (the
"Distribution Agreement") with Fabrica De Tobacco Valle Dorado, SA, a Dominican
Republic corporation (the "DR Company") for the sale and distribution of premium
hand made cigars manufactured in and from tobacco grown in the Dominican
Republic. The Affiliate has the right to retain 50% of the profits from the sale
of the premium handmade cigars and will have discretion as to marketing
strategies. The DR Company owns and/or exclusively leases, for at least the
period of the Distribution Agreement, sufficient land and factory facilities in
the Dominican Republic capable of producing premium hand-made cigars at a
capacity of at least 500,000 cigars per month. The Affiliate will have the right
to sell the premium handmade cigars under the several brand names developed to
date by the DR Company, as well as the right to sell brands developed by the
Affiliate to fit market niches which it may locate. The Distribution Agreement
is for a term of 25 years with an option for a second 25 years, for worldwide
distribution to locations directed by the Affiliate. The DR Company, which has
shipped over 1,000,000 cigars to the United States since January 1, 1997, has
present tobacco inventory on hand to produce approximately 3,500,000 cigars. The
cigars presently marketed by the DR Company range from hand made short fillers
that retail around $2.00 each to premium hand-made long filler cigars that
retail as high as $6.00 each. Under the terms of the Distribution Agreement the
Affiliate is to pay the DR Company for the cigars at cost and to split the
profit derived from their resale. In addition, the Affiliate is to advance the
costs needed for the sale, promotion, marketing, advertising, shipping to
customers and all applicable taxes, and would be responsible for exhibition of
the goods at trade shows and other advertising shows and publicity vehicles, all
of which expenses would be deducted as costs, together with other costs of
goods, including but not limited to delivery expense, distribution, selling,
marketing, tobacco taxes and excise taxes, before arriving at the "profit" to be
split. Management of the Company believes that the Company's historical inroads
into the consumer goods distribution network will provide advantageous
opportunity for establishment and enhancement of distribution channels for the
cigars. There can be, of course, no assurance that the Affiliate will be
successful in marketing cigars, especially in view of the various risk factors
discussed herein.
-3-
<PAGE>
2. CIGAR PRODUCTION
According to statistics compiled by The Cigar Insider, a recognized written
source of authority, the Dominican Republic produces and exports more premium
handmade cigars into the United States than any other country in the world. It
has a strong lead over all other cigar exporting nations, with nearly 50% of the
market. Industry experts rate cigars manufactured in the Dominican Republic
third in the world in quality, trailing only those from Cuba and Jamaica.
Cuban cigars cannot be exported into the United States as a result of the
1962 trade embargo. Neither the Company nor any of its wholly-owned subsidiaries
currently distribute or engage in any transactions involving Cuban cigars or any
other products of Cuban origin. Removal of the trade embargo and the resultant
distribution of Cuban cigars into the United States could have a material
adverse effect on the prospective business for the Affiliate and thereby the
Company.
3. COMPETITION
The cigar distribution industry is dominated by a small number of large
companies which are well known to the public. Management believes that, as a
distributor of premium handmade cigars, the Affiliate will compete with a small
number of primarily regional distributors, including Southern Wine and Spirits,
Specialty Cigars, Inc., Cohabico and Old Scottsdale Cigar Company, Inc. and many
other small tobacco distributors and jobbers. A number of larger, well-known
cigar manufacturing and wholesale companies, along with major cigarette
manufacturers, have not yet entered the retail distribution market to any
appreciable degree, but may do so in the future. Such potential competitors
include JR Cigar Company, Inc., Consolidated Cigar Corporation, Culbro
Corporation, General Cigar Company, Swisher International Inc., Caribbean Cigar
Company and US Tobacco. Many existing and potential competitors have larger
resources than the Company and would, if they enter the premium handmade cigars
distribution market, constitute formidable competition for the Company's
business. There can be no assurance that the Company will compete successfully
in any market.
4. GOVERNMENTAL REGULATION AND TOBACCO INDUSTRY LITIGATION
GENERAL. The tobacco industry in general has been subject to regulation by
federal, state and local governments, and recent trends have been toward
increased regulation. Regulations include labeling requirements, limitations on
advertising and prohibition of sales to minors, laws restricting smoking from
public places including offices, office buildings, restaurants and other eating
establishments. In addition, cigars have been subject to excise taxation at the
federal, state and local level, and those taxes may increase in the future.
Tobacco products are especially likely to be subject to increases in excise
taxation. Future regulations and tax policies may have a material adverse affect
upon the ability of cigar companies, including the Company, to generate revenue
and profits.
HEALTH REGULATIONS. Cigars, like other tobacco products, are subject to
regulation in the United States at the federal, state and local levels. Together
with changing public attitudes toward smoking, a constant expansion of smoking
regulations since the early 1970s has been a major cause for a substantial
decline in consumption. Moreover, the trend is toward increasing regulation of
the tobacco industry.
-4-
<PAGE>
FEDERAL REGULATION. In recent years, a variety of bills relating to tobacco
issues have been introduced in the Congress of the United States, including
bills that have prohibited the advertising and promotion of all tobacco products
and/or restricted or eliminated the deductibility of advertising expenses; have
set a federal minimum age of 18 years for use of tobacco products; have
increased labelling requirements on tobacco products to include, among other
things, addiction warnings and lists of additives and toxins; have modified
federal preemption of state laws to allow state courts to hold tobacco
manufacturers liable under common law or state statutes; and have shifted
regulatory control of tobacco products and advertisements from the FTC to the
FDA.
EPA LITIGATION. The U.S. Environmental Protection Agency (the "EPA") has
recently published a report with respect to the respiratory effects of passive
smoking, which report concluded that widespread exposure to environmental
tobacco smoke presents a serious and substantial public health impact.
FDA REGULATION. The FDA has proposed rules to regulate cigarettes and
smokeless tobacco in order to protect minors. Although the FDA has defined
cigarettes in such a way as to include little cigars, the ruling does not
directly impact large cigars. However, once the FDA has successfully exerted
authority over any tobacco product, the practical impact may be felt by
distributors and manufacturers of any tobacco product. If the FDA is successful,
this may have long-term repercussions on the larger cigar industry.
STATE REGULATION. In addition, the majority of states restrict or prohibit
smoking in certain public places and restrict the sale of tobacco products to
minors. Places where the majority of states have prohibited smoking include: any
public building designated as non-smoking; elevators; public transportation;
educational facilities; health care facilities; restaurants and workplaces.
Local legislative and regulatory bodies have also increasingly moved to curtail
areas. In a few states, legislation has been introduced which would require all
little cigars sold in those states to be "fire-safe" little cigars, i.e., cigars
which extinguish themselves if not continuously smoked. Passage of this type of
legislation and any other related legislation could have a materially adverse
effect on the Company's cigar business.
TOBACCO INDUSTRY LITIGATION. Historically, the cigar industry has not
experienced material health-related litigation. However, litigation against
leading United States cigarette manufacturers seeking compensatory and, in some
cases, punitive damages for cancer and other health effects alleged to have
resulted from cigarette smoking is pending and being processed.
PROPOSED SETTLEMENT WITH STATES. Several states have sued tobacco companies
seeking to recover the monetary benefits paid under Medicaid to treat residents
allegedly suffering from tobacco-related illnesses. On June 20, 1997, the
Attorneys General of 40 states and the major United States tobacco companies
announced a proposed settlement of the litigation, which, if approved by the
United States Congress, would require significant changes in the way United
States cigarette and tobacco companies do business. The potential impact, if
any, on the cigar industry is uncertain, especially in view of the fact that it
is not certain as to what the final terms of the settlement will be even as to
cigarettes. However, the potential limitations on advertising, the distribution
of anti-nicotine literature and the limitations on smoking areas are just
examples of provisions which could, if adopted, adversely impact the cigar
industry and thus the operations of the Company in this industry.
-5-
<PAGE>
CLASS ACTIONS. There have been various class actions instituted against the
tobacco companies relating to cigarette smoking, certain of which are still
pending. Although management does not believe that any of the deciding or
pending actions will have a material adverse effect on the Company's cigar
business, there can be no assurance that management's evaluation will be correct
as this litigation evolves. Although there are numerous differences between the
cigar and cigarette industries, the outcome of pending and future cigarette
litigation may encourage various parties to bring suits on various grounds
against cigar industry participants. While it is impossible to quantify what
effect, if any, any such litigation may have on the Company's operations, there
can be no assurance that such litigation would not have a material adverse
effect on its operations.
OSHA REGULATION. The Occupational Safety and Health Administration ("OSHA")
has proposed an indoor air quality regulation covering the workplace that seeks
to eliminate nonsmoker exposure to environmental tobacco smoke. Under the
proposed regulation, smoking must be banned entirely from the workplace or
restricted to designated areas of the workplace that meet certain criteria. The
proposed regulation covers all indoor workplaces under OSHA jurisdiction,
including, for example, private residences used as workplaces, hotels and
motels, private offices, restaurants, bars and vehicles used as workplaces. The
tobacco industry is challenging the proposed OSHA regulation on legal,
scientific and practical grounds. It also contends that the proposed regulation
ignores reasonable alternatives . There is no guaranty, however, that this
challenge will be successful. Although management does not believe that the
proposed OSHA regulation would have a material adverse effect on the cigar
industry or the Affiliate, there can be no assurance that such regulation would
not adversely impact the Company's business.
C. CHINESE DISTRIBUTION AGREEMENT
The Company in the last quarter of 1996 entered into a 10 year exclusive
agreement with a Chinese trading company (Asia Legend Trading Ltd. ("ALT") to
distribute frozen squid (also known as calamari) in the United States (also
being non-exclusive elsewhere) and market other grocery products offered by ALT
and traditionally distributed by the Company. In such agreement and under such
arrangement as provided therein, the Company acts as a distribution source (on a
licensing/royalty independent contractor basis) for the Chinese trading company
and seeks to expand the demand for products offered by such Chinese company in
the United States, including primarily squid, but also for other seafood and
grocery items marketed by such Chinese company. In return for such services the
Company is given a royalty on product sales and, further, such Chinese trading
partner has agreed to and has significantly finance the operations of the
Company, through subsidiaries where provided, in their marketing and
distribution of brand name grocery and health & beauty aid products for direct
benefit of the Company in addition to sale of products on behalf of ALT,
Currently the Company distributes squid in the Northeastern United States, which
is presently the largest U.S. market area for such product. Gross Revenues
related to product sales related to the Chinese Distribution Agreement are not
reported by Krantor. Krantor's revenues are the royalties derived through the
sales generated by the distribution agreement and other lesser financial
benefits derived therefrom.
The royalty arrangement has since the latter part of 1997 been modified to
emphasize the financing by ALT and Agent of product purchases by the COmpany and
distribution and resale of such products by Agent to a network of customers
introduced to them by the COmpany. Agent pays to the Company the acquisition
cost of the Company from the product manufacturers and retains the profits on
resale. The Company then collects the promotional rebates applicable to such
re-distributed products from the manufacturer. (see "Recent Developments,
infra")
-6-
<PAGE>
D. PROMOTIONAL DISTRIBUTION BUSINESS
1. BACKGROUND
Since 1989, the Company has been a distributor of Promotional Grocery
Products. Industry sources estimate that the sale of Promotional Grocery
Products generates annual revenues of approximately $40 billion. In 1995, the
Company generated approximately 77% of its gross revenues from the distribution
of Promotional Grocery Products. This business is a part of the approximately
$40 billion promotional grocery distribution industry, which is a subset of the
approximately $400 billion food distribution industry. The Promotional Grocery
Products business involves the purchase of Promotional Grocery Products at
deeply discounted prices. The companies operating in this business are able to
purchase Promotional Grocery Products only when manufacturers provide
promotional allowances as an inducement to promote particular products.
2. PROMOTIONAL DISTRIBUTION BUSINESS MERCHANDISING AND SALES
Promotions offered by manufacturers of Grocery Products play a critical
role in the success of the Company's promotion distribution business. Such
promotions are offered by manufacturers who wish to increase consumer awareness
of their products in certain markets. Promotions offered on favorable terms are
keyed into the Company's information system network and members of the Company's
sales staff then offer the discounted brand-name products to their various
customer accounts in order to collect promotional rebates and other cash
incentives offered by the manufacturers . All purchases of Promotional Products
will be handled by representatives of ALT. The Company purchases the products to
a significant extent directly from the manufacturer and resells the products to
sources which would qualify such sales for receipt of the promotional rebates
and other cost incentives offered by the manufacturers. The vast majority of
such product sales by the Company beginning in the last quarter of 1997 have
been made to and through Agent under the Distribution Agreement arrangement with
ALT, with the Company maintaining the rights to receipt of all applicable
manufacturer promotional rebates as its source of income from such sales (see
"Recent Developments" infra)
3. PROMOTIONAL DISTRIBUTION BUSINESS - TRUCKING, WAREHOUSE, AND
INSURANCE
The Company does not own its trucks and is dependent on common carriers in
the trucking industry. Although the Company can call upon any of several hundred
common carriers to distribute its products. From time to time the trucking
industry is subject to strikes or work stoppages, which could have a material
adverse effect on the Company's operations if alternative modes of shipping are
not then available. Additionally, the trucking industry is subject to various
natural disasters which can close transportation lanes in any given region of
the country. To the extent common carriers are prevented from or delayed in
utilizing local transportation lanes, the Company will likely incur higher
freight costs due to the limited availability of trucks during any such period
that transportation lanes are restricted. All trucking and warehousing will be
handled by representatives of ALT.
The Company generally purchases Promotional Grocery Products for its
promotional business in truck-load quantities to take advantage of better
pricing from the supplier and lower freight costs. The Company's traffic
department then arranges for transportation of the product through a
computerized network of several hundred independent truckers coordinated through
its warehouse operation. The Company does not foresee difficulty in arranging
additional trucking if it increases its business volume. All purchases, shipping
and warehousing is transacted through the Chinese distribution agreement and is
handled by representatives of ALT. The Company has arranged for warehousing when
and where necessary, on a contract basis and has thereby eliminated the
existence of and need for centralized warehousing.
-7-
<PAGE>
4. PROMOTIONAL DISTRIBUTION BUSINESS - COMPETITION
The Promotional Products business is a highly competitive, fragmented
business which, as noted above, generates approximately $40 billion in gross
revenues. On a national level, the Company does not believe that any single
wholesaler or retailer has a significant percentage of market share. The Company
competes with a large number of wholesalers and retailers in the industry, many
of whom have substantially greater financial resources than the Company. These
competitors are able to make larger volume purchases and can finance larger
inventories than the Company. Moreover, some of these competitors will sometimes
receive preferential notice of product promotions prior to the Company.
The Company seeks to compete in the Promotional Grocery Products
distribution industry primarily on the basis of price and service. Because of
its experienced sales force and its information systems network, the Company is
generally able to carefully price its purchases, thereby offering products at
competitive prices. All sales of promotional grocery and Squid products flow
through the Distribution Agreement and are supervised by representatives of ALT.
E. SEASONALITY
Seasonality affects the demand for certain of the products sold by the
Company such as juice drinks in the summer months or hot cereals in the fall and
winter months; however, all these products are available to the Company
throughout the year. Manufacturers also tend to promote more heavily toward the
close of their fiscal quarters and during the spring and early summer months.
Accordingly, the Company is able to purchase more product due to these
promotions. The Company generally experiences lower sales volume in the fourth
quarter due to the reduced number of selling days resulting from the high
concentration of holidays in that quarter.
Seasonality also affects the squid market (and seafood in general) of
products originating in China. Because of time and locality differences, the
optimum timing for catching the seafood and the most popular times for re-sale
in the United States differ significantly and such requires that the seafood be
delivered and stored frozen, in many cases for a significant time. Purchases and
sales are likely to be affected thereby.
F. EXPANSION STRATEGY
Krantor plans to expand its core grocery and frozen squid market through
its ten year distribution agreement with its Chinese trading partner. Subject to
available financing, the Company plans to expand its continuing business by
merchandising readily marketable promotional brand grocery products and frozen
seafood and selling these goods to its customer base.
In the second half of 1996, Krantor enhanced its expansion into the frozen
squid business and has seen such segment of its business grow significantly
since. As a result of this expansion, the Company believes it can obtain better
margins on its sales of frozen seafood products.
Management's plans are to focus on growth through internal operations. The
Company believes that internal sales growth of at least 20 percent can be
achieved over the next five years. The existing sales force can continue to add
new customers to its base, in addition to increasing sales volume to existing
-8-
<PAGE>
customers. The Company plans to expand its sales territory by recruiting
additional qualified sales personnel and establishing a broker network for its
premium handmade cigars business.
G. TRADEMARKS, LICENSES AND PATENTS
The Company does not utilize any copyrights, trademarks, licenses or
patents in its business. The Company has obtained a wholesale pharmaceutical
license through the New York State Department of Education, but to date has not
utilized it. Through its distribution agreements, the Company has US rights to
the "Tenda" "Picolo" name in the marketing of seafood products and "Suarez Gran
Reserva", "Breton Legend", "Anduleros", "Don Otilio","Alminante" "Nativo" and
various other trade names in marketing of premium handmade cigars. The seafood
trademarks are owned by ALT. The cigar tradenames are owed by Gran Reserve Corp.
H. EMPLOYEES
The Company as of the date of this report employs 7 full time persons all
of which work in executive, administrative or clerical activities. The
purchasing, transportation, sales and operations of the promotional grocery and
seafood business utilizes approximately 20 full time persons all who are
employees of and under the supervision and control of ALT. In the cigar
distribution area there are 100 employees that work in the Dominican Republic
for Fabrica De Tabaco Valle Dorado, SA. The Company also utilizes numerous
independent brokers.
I. ENVIRONMENTAL MATTERS
The Company is subject to various federal, state and local environmental
laws and regulations. The Company believes that it is currently conducting its
operations in material compliance with all such laws and regulations.
J. COMPETITION
The Company is small in both physical and financial attributes in
comparison to many of its competitors in the grocery industry and other business
areas in which it participates, and, although it plans an expansion to increase
its position, the Company also competes with other more substantial companies in
the sale and distribution of frozen seafood, including squid, although in this
latter area of business the Company believes it may be among the largest
distributors of squid from China. The Company's knowledge and experience in and
devotion to its business, receptiveness to general customers, service, and its
exclusivity arrangement with a major Chinese trading entity should continue to
benefit its operations and continue to allow it to compete with its more
financially endowed competitors.
K. YEAR 2000 ISSUE
The Company does not consider that there will be any material effect on its
business operations of any Year 2000 issues relating to computer generated
information and maintenance. The Company is not reliant on time based computer
generated information which may be affected by such issues. The Company does not
maintain inventory of any significance, the records of which might under other
circumstances be adversely affected. Therefor the Company has not made any
general plans to address any Year 2000 issues. However, the Company has
purchased the necessary accounting software for its system that are Year 2000
compliant.
L. RECENT DEVELOPMENTS/RELIANCE ON ONE CUSTOMERS
The Company relies on its relationship with ALT and Agent for the majority
of its sales of promotional grocery products. On all such sales, the Company
expects to receive the promotional rebates and other manufacturer offered
incentives as the Company's income from such sales. The products are sold to
Agent at the cost to the Company for the initial purchase of the products from
the manufacturer without consideration of promotional rebates, all of which are
later received by the Company directly from the manufacturers on resale of the
products by Agent. ALT through Agent finances the purchase of the products by
the Company and to the extent Agent may be considered a "customer" of the
Company, the Company's business may be viewed to a significant extent as being
reliant on a continued viable relationship with such customer. However, the
ultimate sales of the products thorough Agent is made to a network of purchasers
developed by the Company who through advertising by such customers meet the
promotional guidelines of the manufacturer to qualify the Company for rebates
from the manufacturer. The product sales are thereby considered sufficiently
diversified by the Company to sustain its business if the Distributorship
arrangement with ALT is terminated for any reason. These latter customers are
considered loyal to the Company and not the Agent so the sales to them are
considered by the Company as sales of the Company by whose direction such sales
were made. The profit on such sales from product acquisition cost is booked by
the Agent however resultant from the Distribution Agreement between the Company
and ALT. The income the Company derives from its distributorship arrangement
with ALT has evolved to a point where the Company is presently receiving income
mainly from receipt of manufacturer promotional rebates on such product
distribution, although the Company has not relinquished its right in the future
to reinstate the royalty arrangement originally provided for in the
Distributorship Agreement. (for further particulars on such arrangement refer to
the Distributorship Agreement filed as an exhibit hereto.) Effective June 24,
1998 the Company changed its corporate name from Krantor Corporation to Synergy
Brands Inc and adopted a new NASDAQ trading symbol of SYBR. The reasoning for
the name change was to provide recogination more clearly of the synergistic
connection between product acquistion and it's marketing by the Company.
-9-
<PAGE>
ITEM 2: PROPERTIES
The Company's central headquarters consists of approximately 1000 square
feet of office space. Two of the Company employees work at this facility. The
Company may expand its warehousing activities to other facilities if and when
same may be deemed advisable for easy access to goods at various locations in
the United States and/or abroad or for other reasons associated with the nature
of goods sold. Currently squid from China is stored in freezers at warehousing
facilities in New Jersey. The Company utilizes regional sales offices under the
distribution agreement located in New York, New Jersey, Florida, Pennsylvania
and the Dominican Republic.
The Company has relocated its principal offices to 10850 Perry Way, Suite
203, Wexford, Pennsylvania near Pittsburgh, Pennsylvania and has arranged for
warehousing, where necessary, on a contract basis. Such facility change was
accomplished because of the lesser need for larger facilities in the wake of the
Company's entering into its distributorship arrangement with its Chinese trading
partner, the latter company being responsible for purchasing, financing,
shipping and handling of all goods distributed for them by the Company. The new
principal offices for the Company were established in Pennsylvania, closer to
the domicile of Krantor's president, Henry Platek, which offices continue to be
used principally as a contact point and are fully accessible by modern
telecommunications. The Company maintains satellite offices in New York, New
Jersey, Florida and the Dominican Republic.
ITEM 3: LEGAL PROCEEDINGS
The Company is subject to legal proceedings and claims which arise in the
ordinary course of business. In the opinion of management, the amount of
ultimate liability with respect to these proceedings and claims may have a
materially affect the financial position of the Company.
The Company is named as a defendant in various lawsuits arising from the
liquidation of Island Frozen and Dairy ("IFD"), a previous wholly-owned
subsidiary of the Company. The Company has reserved and accrued on its books
funds to cover these possible claims. There are currently $120,000 in judgements
against the Company from former IFD creditors that have sought recovery from the
Company. The Company is appealing these judgements and/or negotiating
settlements with these IFD creditors.In June 1996, a complaint was filed in
Superior Court Law Division, Essex County, New Jersey, Docket No. ESX-L- 6491-96
by New Jersey National Bank against the Company, Affiliated Island Grocers, the
then affiliate of the Company, and certain other defendants, seeking payment on
secured business financing, to which claim the Company believes it has and has
asserted significant claims to monetary offsets. The principal amount claimed
owed by the Company in such lawsuit is $350,000.00. The Company does not believe
that the extent of the balance of above mentioned lawsuits exceeds $ 75,000.
While it is not reasonably possible to estimate the amount of losses in excess
of amounts accrued and reserved for such losses, if any, that may arise out of
such litigation, management believes that the outcome will not have a material
effect on the operations of the Company.
Action was brought by Krantor Corporation, and Island Wholesale Grocers
Inc., an affiliated company of Krantor Corporation against The Proctor & Gamble
Distributing Company, in which case The Proctor & Gamble Distributing Company
counterclaimed, which action was brought in United States District Court,
Eastern District of New York under docket no. CIV. 96- 1503(FB), the nature of
the claims relating to promotional rebates which the Company claims from Proctor
& Gamble and accounts payable from the Company to Proctor & Gamble which are
claimed as due and outstanding. The Company has negotiated a settlement
-10-
<PAGE>
agreement with Proctor and Gamble in connection with this matter entered in May
1997. The settlement involves recognition of debt due to Proctor & Gamble in the
amount of $1,465,976 which the Company shall pay in cash and stock, as reduced
by promotional rebates expected to offset at least one third of such settled
amount. Full payment is due by April 30, 2000. Failure to abide by the terms of
such settlement may have a material adverse effect on the Company's business.
Two former officers of IFD were awarded through arbitration $467,000 under
disputed employment contracts. The award was converted to a judgment against
Krantor and Affiliated Island Grocers d/b/a Island Frozen & Dairy. An
involuntary Bankruptcy petition was attempted and the Company settled all
actions relating to this case for $300,000 in shares of the Common Stock by
stipulation entered in the Eastern District of New York, Case No. 897-87458-478
dated November 6, 1997.
ITEM 4: SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
In 1997 no matters were submitted for shareholder approval during the
fourth quarter.
PART II
ITEM 5. MARKET FOR THE REGISTRANT'S COMMON STOCK AND RELATED
STOCKHOLDER MATTERS
The Company's Common Stock were traded on NASDAQ Small-Cap through June
1998 under the symbol "KRAN", and on the Boston Stock Exchange under the symbol
"KRN" and thereafter on NASDAQ Small Cap under the Symbol "SYBR", and on the
Boston Stock Exchange under the Symbol "SYN", recognizing the change in
corporate name of the Registrant to Synergy Brands Inc. effective June 24, 1998.
The NASDAQ Stock Market, which began operation in 1971, is the world' . first
electronic securities market and the fastest growing stock market in the U.S.
NASDAQ utilizes today's information technologies -computer and
telecommunications- to unite its participants in a screen-based, floorless
market. It enables market participants to compete with each other for investor
orders in each NASDAQ security and surveillance of thousands of securities. This
competitive marketplace, along with the many products and services available to
issuers and their shareholders, attracts today's largest and fastest growing
companies to NASDAQ. These include industry leaders in computers,
pharmaceutical, telecommunications, biotechnology, and financial services. More
domestic and foreign companies list on NASDAQ than on all other U.S. stock
markets combined. The high and low sales prices in the NASDAQ Small Cap Market
for the Company's Common Stock, as reported by the NASDAQ for each of the
quarters of the Company's two most recent fiscal years are as follows:
-11-
<PAGE>
COMMON STOCK
Quarter Ended High Low
- ------------- ------- -------
March 31, 1996 38.28 34.38
June 30, 1996 35.93 33.59
September 30, 1996 9.38 7.81
December 31, 1996 9.38 1.56
March 31, 1997 4.68 1.50
June 30, 1997 3.13 .75
September 30, 1997 1.44 .97
December 31, 1997 3.19 1.03
March 31, 1998 2.50 1.59
On April 6, 1998, the Company had approximately 5000 shareholders of
record, with much of the stock being held in street name. The Company is
currently listed on NASDAQ Small Cap. In May 1997 the Company reserve split its
common stock 1 for 25. The figures shown through December 31, 1996 are adjusted
to show pro-forma post-split; all figures thereafter are also split adjusted.
The Company has never paid any dividends on its Common Stock and does not
presently intend to pay any dividends on the Common Stock in the foreseeable
future. The Company also has authorized and outstanding Class A Preferred Stock
but dividends thereon have been waived (see below).
REDEMPTION OF PREFERRED STOCK AND SETTLEMENT ON DIVIDENDS
In December 1997, the Company, by agreement with the holder thereof,
redeemed all of its outstanding Preferred Stock and reached agreement regarding
settlement on outstanding accrued dividends thereon, issuing to such holder
400,000 shares of unlegended common stock (as and for redemption), and an option
(the "Option") to purchase 500,000 additional shares of legended common stock
exercisable at $1.00 per share, together with payment of $350,000 from the
Company to the holder (as settlement on any claims for accrued dividends and in
lieu of future dividends). The Option does not vest until the Company has
reached a pre-tax profit of $1,000,000 and if and when vested shall be for a
five year term. The Preferred Stock was thereafter re-issued to Mair Faibish,
the Company's Executive Vice President in recognition of and in consideration
for his efforts in locating new product lines for marketing by the Company and
his assistance in locating financing therefor, but dividends associated with
such Stock have been waived and there will be no acceptance of redemption
thereof unless same is done with the written consent of the Company's full Board
of Directors, such alteration in the terms of the Preferred Stock being
agreeable to the new holder evidenced by written agreement reached with the
Company. Neither the Company nor Mr. Faibish believe that there is any
significant monetary benefit to the transfer and holding of the preferred stock
because same does not carry any divided rights but same gives Mr. Faibish a
perceived comfort level in being able to vote the stock to maintain a semblance
of order to the organizational structure of the Company.
ITEM 6. SELECTED FINANCIAL DATA
The selected operating statement and balance sheet data set forth below
have been derived from the financial statements of the Company, which were
audited by Belew Averitt LLP for the fiscal years ended December 31, 1997, 1996,
1995, 1994, and 1993. The information set forth below should be read in
conjunction with the audited financial statements of the registrant and related
notes appearing elsewhere in this Report. For information related to the
discontinuing operations refer to the "Consolidated Financial Statement" (note
12) and Supplementary Data.
Income Statement Data:
Year Ended December 31, (In Thousands)
1997 1996 1995 1994 1993
---- ---- ---- ---- ----
Net Sales 5,007 7,087 43,917 32,017 43,319
Cost of Sales 4,195 7,829 38,588 28,598 39,323
Net Income (loss) 169 (11,187) 553 (572) 141
Net Income (loss) per
Common Share (.03) (34.56) 1.75 (6.50) 2.25
Balance Sheet Data:
Working Capital 85 (2.367) 5,627 5,663 1,515
Total Assets 4,094 3,366 18,318 9,360 6,180
Short Term Debt 535 803 4,621 1,844 1,914
Long Term Debt -- 377 50 -- --
Stockholders Equity 1,949 (407) 6,949 6,318 2,364
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN
OF OPERATIONS
OVERVIEW
The Company primarily distributes and merchandises squid and promotional
brand name grocery products through an agency agreement with a Chinese trading
company ("ALT") to the food industry. The Company discontinued its Kosher Food
business (IFD) on June 30, 1996. The Company's current assets consist primarily
of accounts receivable, prepaid expenses and cash. The Company's liabilities
consist of accounts payable, short term and long term debt. The Company also
recently entered the business of the sale and distribution of premium handrolled
cigars.
-12-
<PAGE>
RESULTS OF OPERATIONS
The following table sets forth selected operational data of the Company,
expressed as a percentage of revenues for the periods indicated below:
Years Ended December 31,
1993 1994 1995 1996 1997
---- ---- ---- ---- ----
Revenues 100.0% 100.0% 100.0% 100.0% 100.0%
Cost of Sales (90.8) (89.3) (87.9) (106.2) (77.8)
Operating Expenses (7.7) (10.6) (8.1) (12.6) (17.1)
Other Income (expense) (1.0) (3.7) (1.6) (2.7) 0.6
---- ---- ---- ---- ----
Income(loss)from
Operations Before
Income Tax 0.5 (3.6) 2.4 (21.5) 5.7
Income Tax
(Expense)Benefit (0.2) 1.2 (0.8) (0.3) --
Discontinued Operations -- -- (0.3) (129.9) (2.4)
Extraordinary Item 0.0 0.6 -- -- --
---- ---- ---- ---- ----
Net Income(Loss) 0.3% (1.8)% 1.3% (151.7)% 3.3%
-13-
<PAGE>
Year Ended December 31, 1997
Compared to Year Ended December 31, 1996
Revenues from continued operations decreased for the year ended December
31, 1997 to $5.4 million, a (27%) decrease as compared to the prior period. The
decrease in revenues is related to discontinuing IFD's business and operations
and the recognition of commission income as opposed to direct sales. The
Company's sales increased materially in the second half of 1997. The Company was
able to re-establish direct vendor contacts, especially with its largest vendor,
Proctor & Gamble thereby reducing overall product cost. The Company believes
that in 1998 sales growth should substantially exceed 1996 and 1997 levels.
Cost of sales decreased for the year ended December 31, 1997 to $4.2
million or (46%) decrease as compared to the prior year. The Company's cost of
goods decreased as a percentage of sales. The Company attributes this change to
increased commission income, increased squid sales and a more favorable
marketing promotional program. The Gross Profit in 1997 was 22% as compared to a
Gross Profit loss in 1996 due to the liquidation of IFD.
Selling General & Administrative expenses from continuing operations
increased to $907,386 for the period, a 1.1% increase. The increase in operating
expenses is attributable to the total absorption by the Company of expenses in
connection with closing down IFD. Costs incurred include legal expenses,
financing costs and stock issuances in connection with satisfying IFD creditor
claims.
Net income from continuing operations increased to $299,682 ($.05 per
share) compared to a loss of $1.6 million ($5.5 per share). The Company
attributes its profitability to:
a) Closing its kosher business (IFD).
b) signing a Distributorship Agreement with its Chinese trading
partner to re-enter the promotional grocery business. This
Agreement allowed the Company to reestablish vendor contacts
and obtain financing for product purchases for re-sale to its
customers in the promotional grocery and health & beauty aid
(HBA) business.
c) increasing commission sales of squid manufactured by ALT at
higher margins.
d) streamlining its corporate overhead by establishing profit
centers in each business segment with separate operating
budgets.
e) outsourcing all primary services relating sales, freight,
warehousing and management information systems.
f) significant utilization of the internet for sales, marketing
and corporate exposure.
One time charges from discontinued operations totalled $130,632 ($.08 per
share) as compared to $9.6 million ($29 per share). As a result net loss
applicable to common stock totalled $ 50,950 ($.03 per share) as compared to a
loss of $11.4 million ($34.5 per share). The Company does not expect its future
expenses from discontinued operations to be material to its future business.
In 1998 the Company hopes to benefit from its entry to the premium handmade
cigars business, as well as increasing its sales by purchasing from its primary
vendors in the promotional grocery and HBA business.
-14-
<PAGE>
Year Ended December 31, 1996
Compared to Year ended December 31, 1995
Revenues from continued operations decreased for the year ended December
31, 1996 to $7.4 million an (83%) decrease as compared to the prior period.
Revenues from discontinued operations (IFD) for the period totaled $12.8
million. Total revenues for the combined business would have been $20.2 million
a 54% decrease from the prior period. The decrease in revenues is related to
discontinuing IFD's business and the lack of sufficient working capital to
maintain continuing operations. In addition a major kosher poultry manufacturer
filed and was granted an injunction against the Company and IFD. The injunction
limited the company's ability to do business in the third quarter and prevented
the utilization of its credit facilities. In October, 1996 the injunction
against the company was lifted. The injunction was related to IFD's business and
not the Company's grocery and squid business. The redirection of capital to
continuing operations should allow the promotional grocery and seafood business
to expand to Fiscal 1995 profit levels starting in Fiscal year 1997; although
additional capital may be required (See "Liquidity and Capital Resources" and
"Forward looking and Cautionary Statement"). However, the Company will only be
recognizing royalty revenues in connection with its distribution and not direct
product revenue. This would cause the Company's revenue base to decrease as
compared to prior years, but should not affect profitability.
Cost of sales for continued operations decreased to $7.8 million or (80 %)
decrease as compared to the prior year. This decrease was primarily attributable
to the decrease in the Company's revenues due to discontinued operations and $1
million adjustment to a trade payable due Proctor & Gamble resulting from the
Company's settlement with this primary vendor. The Company's gross profit from
continuing operations decreased from 12.1% to (6.2)% in the same period. In
order to support IFD's business and maintain its liquidity the Company needed to
quickly sell inventory at margins that were lower than customarily realized. At
the closing date of IFD's business the Company's cost of goods totaled $18.1
million on $12.8 million in revenues. In order to raise cash to satisfy creditor
obligations the Company was forced to sell below its product cost. The Company
felt that in closing down IFD, it would have a difficult time to fully collect
on its accounts and would need significant legal support in this effort.
Selling General & Administrative (S,G&A) expenses from continuing
operations decreased to $897,367 for the period a 74% decrease. This decrease is
related to lower revenues from continued operations. SG&A as a percentage of
sales for continued operation increased from 7.7% to 12.2% for the same period.
The increase in operating expenses as a percentage of sales is due to the
drastic reduction of sales. Major components of SG&A include freight expense,
sales commissions and general service fees that are direct percentage of sales.
As sales decline, these components of sale decline as well.
Loss from continuing operations totaled $1.6 million for the period as
compared to a $703,632 profit for the same period. This decrease is related to
an (83%) drop in revenues from continuing operations and $1 million adjustment
to a trade payable due Proctor & Gamble resulting from the Company's settlement
with this primary vendor. Loss from discontinued operations totaled $9,575,148.
The Company believes that the total costs incurred from discontinuing operations
have been fully charged to earnings and should not materially affect future
operating results.
The Company fully reserved its IFD inventory at December 31, 1996. Due to
Empire's injunction on the IFD inventory, the goods lost value due to their
perishable nature. At December 31, 1997 the Company realized no sales from its
inventory and in fact the public warehouses liquidated the IFD inventory to
cover warehousing costs.
-15-
<PAGE>
Year Ended December 31, 1995
Compared to Year Ended December 31, 1994
Revenues increased for the year ended December 31, 1995 to $43,917,040, a
$11,900,189 (37.0%) increase as compared to the prior year. This increase was
primarily due to two factors: (i) the increase in the Company's line of credit
in November 1994 from $2.0 million to $5.0 million; and (ii) the completion of a
secondary public offering in November 1994 resulting in net proceeds to the
company of approximately $3.7 million. These two factors enabled the Company to
purchase larger quantities of products and maintain greater inventory levels
thus leading to higher sales volume in 1995. All activity related to
discontinued operations has been eliminated.
Cost of sales increased for the year ended December 31, 1995 to
$38,588,738, a $10,001,045 (or 35.0%) increase as compared to the prior year.
This increase was primarily attributable to the increase in the Company's
revenues. The gross profit increased from 10.7% in 1994 to 12.1% in 1995 as a
result of the increased percentage of sales derived from the Company's wholesale
business. All activity related to IFD has been eliminated.
Selling, general and administrative expenses increased for the year ended
December 31, 1995 to $3,386,874, a $364,449 (or 12.0%) increase as compared to
the prior year. This increase is primarily attributable to the increase in the
Company's revenues by 37.0% in 1995 as compared to 1994.
The Company had net income of $552,883 in 1995 as compared with a net loss
of $571,743 in 1994. The gain is attributable to the increase in sales volume
during 1995 increasing gross profit from 10.7% to 12.1% and decreasing selling
general and administration costs from 9.4% of sales in 1994 to 7.7% in 1995.
-16-
<PAGE>
Liquidity and Capital Resources
The company had a positive working capital of $85,000 at December 31, 1997.
Excluding IFD's current liabilities, working capital for continuing operations
equals $746,000. Liabilities were reduced from $3.8 million to $2 million a 46%
drop. (See Notes 4 & 5 to Consolidated Statements). Reaching a positive working
capital position is a significant milestone for the Company. The Company finally
raised enough capital and turned its operations to profitability which
significantly enhanced the liquidity of the Company. As a result the Company can
begin to secure vendor credits and secured financing to grow its operating
business. These changes reflect a positive working capital position of the
Company after absorbing all costs related to discontinued operation (IFD). The
Company believes that it has sufficient working capital to fund its continuing
operations but requires additional financing to expand. Continuing operations
will be conducted through Island Wholesale Grocers (IWG), and the distribution
agreement entered into on October 1, 1996 with ALT. (See Note 9 to Consolidated
Statements).
The Company's receivables for the fiscal year increased by 130% to
$1,128,000. The increase of receivables is due to several factors which include
the Company's re-establishment, as a primary supplier, through IWG, of direct
sales through its Distribution Agreement with ALT. The Company is financing a
portion of its business through trade credits arranged through ALT and vendor
credits established by IWG. The Company hopes to continue this trend with the
support of ALT. The Company currently buys directly from one of the major food &
consumer product companies in the United States.
The Company plans on expanding its core grocery and frozen seafood market
through its distribution agreement. Krantor believes that by discontinuing IFD's
operation it should enable it to support the capital requirements of its
continuing operations. However, the Company believes it will need additional
financing in the form of subordinated debt or equity to finance its expansion
plans. See "Forward-Looking Information and Cautionary Statements."
The Company had a $8 Million credit facility with Fidelity Funding of
California which expired on November 14, 1997. The Company is currently not
borrowing under the facility. The Company's business is being conducted though
its distribution agreement. The Company believes that it no longer requires
Fidelity's facility and intends to pay the facility off through the liquidation
of IFD's assets. The facility, which expired in November 1996, was extended on
May 11, 1996 through November 14, 1997 by Fidelity.
Management is not aware of negative trends in the Company's area of
business or other economic factors which may cause a significant change in the
Company's viability or financial stability, except as specified herein and in
"Forward-Looking Information and Cautionary Statements." Management has no plans
to alter the nature of its business.
Subject to available financing, the Company intends to further expand its
continuing business through its distribution agreement by merchandising well
accepted readily marketable promotional brand-name grocery products, frozen
squid and handmade premium cigars. However, there can be no assurance that the
Company's proposed expansion plans will be successful.
SEASONALITY
Seasonality affects the demand for certain products sold by the Company,
such as juice drinks in the summer months or hot cereals in fall and winter
months. However, all these products are available to the Company throughout the
year. Manufacturers also tend to promote more heavily towards the close of the
fiscal quarters and during the spring and early summer months. Accordingly, the
-17-
<PAGE>
Company is able to purchase more products, increase sales during these periods
and reduce its product cost due to these promotions. The Company generally
experiences lower sales volume in the fourth quarter due to the reduced number
of selling days resulting from the concentration of holidays in the quarter.
Sale of frozen squid is more significant in the third and fourth quarters due to
the seasonal catch which occurs in the second quarter.
INFLATION
The Company believes that inflation, under certain circumstances, could be
beneficial to the Company's business. When inflationary pressures drive product
costs up, the Company's customers sometimes purchase greater quantities of
product to expand their inventories to protect against further pricing
increases. This enables the Company to sell greater quantities of products that
are sensitive to inflationary pressures.
However, inflationary pressures frequently increase interest rates. Since
the Company is dependent on financing, any increase in interest rates will
increase the Company's credit costs, thereby reducing its profits.
FORWARD LOOKING INFORMATION AND CAUTIONARY STATEMENTS
Other than the factual matters set forth herein, the matters and items set
forth in this report are forward-looking statements that involve risks and
uncertainties. The Company's actual results may differ materially from the
results discussed in the forward-looking statements. Factors that could cause or
contribute to such differences include, but are not limited to, the following:
1. Cash Flow.
The Company has experienced cash shortages which continue to
adversely affect its business. See "Liquidity and Capital
Resources". The Company requires additional working capital in
order to maintain and expand its business.
2. Dependence on Public Trends.
The Company's business is subject to the effects of changing
customer preferences and the economy, both of which are
difficult to predict and over which the Company has no
control. A change in either consumer preferences or a
down-turn in the economy may affect the Company's business
prospects.
3. Potential Product Liability.
As a participant in the distribution chain between the
manufacturer and consumer, the Company would likely be named
as a defendant in any product liability action brought by a
consumer. To date, no claims have been asserted against the
Company for products liability; there can be no assurance,
however, that such claims will not arise in the future.
Currently, the Company does not carry product liability
insurance. In the event that any products liability claim is
not fully funded by insurance, and if the Company is unable to
recover damages from the manufacturer or supplier of the
product that caused such injury, the Company may be required
to pay some or all of such claim from its own funds. Any such
payment could have a material adverse impact on the Company.
-18-
<PAGE>
4. Reliance on Common Carriers.
The Company does not utilize its own trucks in its business
and is dependent, for shipping of product purchases, on common
carriers in the trucking industry. Although the Company uses
several hundred common carriers, the trucking industry is
subject to strikes from time to time, which could have
material adverse effect on the Company's operations if
alternative modes of shipping are not then available.
Additionally the trucking industry is susceptible to various
natural disasters which can close transportation lanes in any
given region of the country. To the extent common carriers are
prevented from or delayed in utilizing local transportation
lanes, the Company will likely incur higher freight costs due
to the limited availability of trucks during any such period
that transportation lanes are restricted.
5. Competition.
The Company is subject to competition in its promotional
grocery, squid, and premium handmade cigars businesses. While
these industries may be highly fragmented, with no one
distributor dominating the industry, the Company is subject to
competitive pressures from other distributors based on price
and service and product quality and origin.
6. Trade Relations With China.
The Company is dependent on trade with the People's Republic
of China (PRC). The Company's financing arrangements and
distribution contracts with ALT involve a Chinese trading
company and squid, which is directly supplied through the PRC.
Any government sanctions that cause an interruption of trade
or prohibit trade with PRC through higher duties or quotas
could have a material adverse effect on the Company's
business. China currently maintains a Most Favored Nation
status with the United States, which it has maintained
continuously since 1980, renewal of which is done on an annual
basis each May, Loss of such status could have a material
adverse affect on Company business.
7. Litigation
The Company is named as a defendant in various lawsuits
arising from the liquidation of Island Frozen and Dairy
("IFD"), a previous wholly-owned subsidiary of the Company.
The Company has reserved and accrued on its books minimal
funds to cover these possible claims. In June 1996, a
complaint was filed in Superior Court Law Division, Essex
County, New Jersey, Docket No. ESX-L-6491- 96 by New Jersey
National Bank against the Company, Affiliated Island Grocers,
the then affiliate of the Company, and certain other
defendants, seeking payment on secured business financing, to
which claim the Company believes it has and has asserted
significant claims to monetary offsets. The principal amount
claimed owed by the Company in such lawsuit is $350,000.00.
The Company does not believe that the extent of the balance of
above mentioned lawsuits exceeds $ 75,000. While it is not
reasonably possible to estimate the amount of losses in excess
of amounts accrued and reserved for such losses, if any, that
may arise out of such litigation, management believes that the
outcome will not have a material effect on the operations of
the Company.
Action was brought by Krantor Corporation, and Island
Wholesale Grocers Inc., an affiliated company of Krantor
Corporation against The Proctor & Gamble Distributing Company,
in which case The Proctor & Gamble Distributing Company
counterclaimed, which action was brought in United
-19-
<PAGE>
States District Court, Eastern District of New York under
docket no. CIV. 96-1503(FB), the nature of the claims relating
to promotional rebates which the Company claims from Proctor &
Gamble and accounts payable from the Company to Proctor &
Gamble which are claimed as due and outstanding. The Company
has negotiated a settlement agreement with Proctor and Gamble
in connection with this matter entered in May 1997. The
settlement involves recognition of debt due to Proctor &
Gamble in the amount of $1,465,976 which the Company shall pay
in cash and stock, as reduced by promotional rebates expected
to offset at least one third of such settled amount. Full
payment is due by April 30, 2000. Failure to abide by the
terms of such settlement may have a material adverse effect on
the Company's business.
Two former officers of IFD were awarded through arbitration
$467,000 under disputed employment contracts. The award was
converted to a judgment against Krantor and Affiliated Island
Grocers d/b/a Island Frozen & Dairy. An involuntary Bankruptcy
petition was attempted and the Company settled all actions
relating to this case for $300,000 in shares of the Common
Stock by stipulation entered in the Eastern District of New
York, Case No. 897- 87458-478 dated November 6, 1997.
The Company is subject to other legal proceedings and claims
which arise in the ordinary course of its business. In the
opinion of management, the amount of ultimate liability with
respect to these actions will not materially affect the
financial position, results of operations or cash flows of the
Company, but there can be no assurance as to this.
8. Possible Loss of NASDAQ Small Cap Listing.
Krantor currently qualifies for trading on the Nasdaq Small
Cap system. Nasdaq has adopted, and the Commission has
approved, certain changes to its maintenance requirements
which became effective as of February 28, 1998, including the
requirement that a stock listed in such market have a bid
price greater than or equal to $1.00. The bid price per share
for the Common Stock of Krantor has been below $1.00 in the
past and the Common Stock has remained on the Nasdaq Small Cap
System because Krantor has complied with the alternative
criteria which are now eliminated under the new rules. If the
bid price continues below $1.00 per share, the Common Stock
could be delisted from the Nasdaq Small Cap System and
thereafter trading would be reported in the NASD's OTC
Bulletin Board or in the "pink sheets." In the event of
delisting from the Nasdaq Small Cap System, the Common Stock
would become subject to rules adopted by the Commission
regulating broker-dealer practices in connection with
transactions in "penny stocks." The disclosure rules
applicable to penny stocks require a broker-dealer, prior to a
transaction in a penny stock not otherwise exempt from the
rules, to deliver a standardized list disclosure document
prepared by the Commission that provides information about
penny stocks and the nature and level of risks in the penny
stock market. In addition, the broker-dealer must identify its
role, if any, as a market maker in the particular stock,
provide information with respect to market prices of the
Common Stock and the amount of compensation that the
broker-dealer will earn in the proposed transaction. The
broker-dealer must also provide the customer with certain
other information and must make a special written
determination that the penny stock is a suitable investment
for the purchaser and receive the purchaser's
-20-
<PAGE>
written agreement to the transaction. Further, the rules
require that following the proposed transaction the
broker-dealer provide the customer with monthly account
statements containing market information about the prices of
the securities. These disclosure requirements may have the
effect of reducing the level of trading activity in the
secondary market for a stock that becomes subject to the penny
stock rules. If the Common Stock became subject to the penny
stock rules, many broker-dealers may be unwilling to engage in
transactions in the Company's securities because of the added
disclosure requirements, thereby making it more difficult for
purchasers of the Common Stock in this offering to dispose of
their shares of the Common Stock.
9. Risks of Business Development.
The Company has ventured into new lines of product
distribution (see "Item I B (Cigars) (1997) and C (Squid)
(1996)") and such product lines are expected to constitute a
material part of the Company's revenue stream. The Company has
not restored its level of product sales to that of previous
years but with the addition of these new product lines the
Company is hopeful of reaching and hopefully exceeding those
prior levels. Because of the newness of these lines of
products to the Company, the Company's operations in these
areas should be considered subject to all of the risks
inherent in a new business enterprise, including the absence
of a profitable operating history and the expense of new
product development. Various problems, expenses, complications
and delays may be encountered in connection with the
development of the Company's new products. These expenses must
either be paid out of the proceeds of future offerings or out
of generated revenues and Company profits. There can be no
assurance as to the availability of funds from either of these
sources.
10. Rapidly Changing Market May Impact Operations.
The market for the Company's products is rapidly changing with
evolving industry standards and frequent new product
introductions. The Company's future success will depend in
part upon its continued ability to enhance its existing
products and to introduce new products and features to meet
changing customer requirements and emerging industry
standards. The Company will have to develop and implement an
appropriate marketing strategy for each of its products. There
can be no assurance that the Company will successfully
complete the development of future products or that the
Company's current or future products will achieve market
acceptance levels conducive to the Company's fiscal needs. Any
delay or failure of these products to achieve market
acceptance would adversely affect the Company's business. In
addition, there can be no assurance that the products or
technologies developed by others will not render the Company's
products or technologies non-competitive or obsolete.
The Company's revenue base has been slowly recovering from
losses of 1996 generating from the discontinuation of its
Kosher Food business. In order for the Company to increase
grocery sales, it must reestablish it's relationships with the
major grocery manufactures. The Company is vigorously
attempting to reestablish these
-21-
<PAGE>
ties to prior customers as well as develop new ones. Failure
to re-establish these ties would have an adverse effect on the
Company. Furthermore, the Company has entered new markets
which include squid, and premium handmade cigars for sale to
its existing customers and newly found sources. These product
lines have lower sales volume than the Company's traditional
business, but higher margins and greater advertising and
promotional expenses. The Company believes that developing
propriety products is in the best interest of the Company's
expansion. The existence of and relationship with the
Company's Chinese Trading Partner has also significantly
decreased the Company's cost of goods sold. Failure to secure
market penetration in the new product lines would however have
an adverse effect on the Company's profitability. Management
believes actions presently being taken to revise the Company's
operating and financial requirements should provide the
opportunity for the Company to continue as a going concern.
However, Management cannot predict the outcome of future
operations and no adjustments have been made to offset the
outcome of this uncertainty.
11. Dependence Upon Attracting and Holding.
The Company's future success depends in large part on the
continued service of its key technical, marketing, sales and
management personnel and on its ability to continue to
attract, motivate and retain highly qualified employees.
Although the Company's key employees have stock options, its
key employees may voluntarily terminate their employment with
the Company at any time. Competition for such employees is
intense and the process of locating technical and management
personnel with the combination of skills and attributes
required to execute the Company's strategy is often lengthy.
Accordingly, the loss of the services of key personnel could
have a material adverse effect upon the Company's operating
efforts and on its research and development efforts. The
Company does not have key person life insurance covering its
management personnel or other key employees.
12. Extensive and Increasing Regulation of Tobacco Products
and Litigation May Impact Cigar Industry.
The tobacco industry in general has been subject to extensive
regulation at the federal, state and local levels. Recent
trends have increased regulation of the tobacco industry.
Although regulation initially focused on cigarette
manufacturers, it has begun to have a broader impact on the
industry as a whole and may focus more directly on cigars in
the future. The recent increase in popularity of cigars could
lead to an increase in regulation of cigars. A variety of
bills relating to tobacco issues have been introduced in the
U.S. Congress, including bills that would have (i) prohibited
the advertising and promotion of all tobacco products or
restricted or eliminated the deductibility of such advertising
expense, (ii) increased labeling requirements on tobacco
products to include, among others things, addiction warnings
and lists of additives and toxins, (iii) shifted control of
tobacco products and advertisements from the Federal Trade
Commission (the "FTC") to the Food and Drug Administration
(the "FDA"), (iv) increased tobacco excise taxes and (v)
required tobacco companies to pay for health care costs
-22-
<PAGE>
incurred by the federal government in connection with tobacco
related diseases. Future enactment of such proposals or
similar bills may have an adverse effect on the results of
operations or financial condition of the Company.
In addition, a majority of states restrict or prohibit smoking
in certain public places and restrict the sale of tobacco
products to minors. Local legislative and regulatory bodies
also have increasingly moved to curtail smoking by prohibiting
smoking in certain buildings or areas or by designated
"smoking" areas. Further restrictions of a similar nature
could have an adverse effect on the Company's sales or
operations, such as banning counter access to or display of
premium handmade cigars, or decisions by retailers because of
public pressure to stop selling all tobacco products. Numerous
proposals also have been considered at the state and local
level restricting smoking in certain public areas, regulating
point of sale placement and promotions and requiring warning
labels.
Although federal law has required health warnings on
cigarettes since 1965 and on smokeless tobacco since 1986,
there is no federal law requiring that cigars carry such
warnings. California, however, requires "clear and reasonable"
warning to consumers who are exposed to chemicals determined
by the State to cause cancer on reproductive toxicity,
including tobacco smoke and several of its constituent
chemicals. Similar legislation has been introduced in other
states, but did not pass. There can be no assurance that other
states will not enact similar legislation. Consideration at
both the federal and state level also has been given to
consequences of tobacco smoke on others who are not currently
smoking (so called "second-hand" smoke). There can be no
assurance that regulations relating to second hand smoke will
not be adopted or that such regulation or related litigation
would not have a material adverse effect on the Company's
results of operations or financial condition.
Increased cigar consumption and the publicity such increase
has received may increase the risk of additional regulation.
The Company cannot predict the ultimate content, timing or
effect of any additional regulation of tobacco products by any
federal, state, local or regulatory body, and there can be no
assurance that any such legislation or regulation would not
have a material adverse effect on the Company's business. See
"Recent Developments"
On June 20, 1997 the Attorneys General of 40 states and the
major United States cigarette manufacturers announced a
proposed settlement of a lawsuit filed by the States. The
proposed settlement, which will require that the United States
Congress take certain action, is complex and may change
significantly or be rejected. However, the proposal would
require significant changes in the way United States cigarette
and tobacco companies do business. Among other things: the
tobacco companies will pay hundreds of billions of dollars;
the FDA could regulate nicotine as a drug; class action
lawsuits and punitive damages would be banned; and tobacco
billboards and sporting event sponsorships would be
prohibited. The potential impact, if any, of the settlement
and related legislation on the cigar industry is uncertain.
-23-
<PAGE>
In addition to the 40-state litigation referred to in the
preceding paragraph, the tobacco industry has experienced and
is experiencing significant health-related litigation
involving tobacco and health issues. Plaintiffs in such
litigation have sought and are seeking compensatory, and in
some cases punitive, damages for various injuries claimed to
result from the use of tobacco products or exposure to tobacco
smoke. The proposed settlement of the 40-state litigation may
have a material impact to limit litigation, but there can be
no assurance that there would not be an increase in
health-related litigation against the cigarette and smokeless
tobacco industries or similar litigation in the future against
the cigar industry. Costs of defending prolonged litigation
and any settlement or successful prosecution of any material
health-related litigation against manufacturers of cigars,
cigarettes or smokeless tobacco or suppliers to the tobacco
industry could have a material adverse effect on the Company's
results of operations and/or financial condition. The recent
increase in the sales of cigars and the publicity such
increase has received may have the effect of increasing the
probability of legal claims. Also, a recent study published in
the journal Science reported that a chemical found in tobacco
smoke has been found to cause genetic damage in lung cells
that is identical to damage observed in many malignant tumors
of the lung and thereby directly links lung cancer to smoking.
This study and other reports could affect pending and future
tobacco regulation or litigation relating to cigar smoking.
13. Risks Relating to Marketing of Cigars.
The Company primarily will distribute premium handmade cigars
which are hand-rolled and use tobacco aged over one year. The
Company believes that there is an abundant supply of tobacco
available through its supplier in the Dominican Republic for
the types of premium handmade cigars the Company primarily
will sell. However, there can be no assurance that increases
in demand would not adversely affect the Company's ability to
acquire higher priced premium handmade cigars.
While the cigar industry has experienced increasing demand for
cigars during the last several years, there can be no
assurance that the trend will continue. If the industry does
not continue as the Company anticipates or if the Company
experiences a reduction in demand for whatever reason, the
Company's supplier may temporarily accumulate excess inventory
which could have an adverse effect on the Company's business
or results of operations.
14. Social, Political, And Economic Risks Associated With
Foreign Trade May Adversely Impact Business.
The Company purchases all of its premium handmade cigars from
manufacturers located in countries outside the United States.
In addition, the Company acquires squid through the People's
Republic of China ("PRC"). Social and economic conditions
inherent in foreign operations and international trade may
change, including changes in the laws and policies that govern
foreign investment and international trade. To a lesser extent
social, political and economic conditions may cause changes in
United States laws and regulations relating to foreign
-24-
<PAGE>
investment and trade. Social, political or economic changes
could, among other things, interrupt cigar supply or cause
significant increases in cigar prices. In particular,
political or labor unrest in the Dominican Republic could
interrupt the production of premium handmade cigars, which
would inhibit the Company from buying inventory. Any
government sanctions that cause an interruption of trade or
prohibit trade with the PRC through higher duties or quotas
could have a material adverse effect on the Company's
business. Accordingly, there can be no assurance that changes
in social, political or economic conditions will not have a
material adverse affect on the Company's business.
15. Seasonality.
Seasonality affects the demand for certain products sold by
the Company, such as juice drinks in the summer months or hot
cereals in fall and winter months. However, all these products
are available to the Company throughout the year.
Manufacturers also tend to promote more heavily towards the
close of the fiscal quarters and during the spring and early
summer months. Accordingly, the Company is able during these
periods to purchase more products, increase sales during these
periods and reduce its product cost due to these promotions.
The Company generally experiences lower sales volume in the
fourth quarter due to the reduced number of selling days
resulting from the concentration of holidays in the quarter.
Sale of frozen squid is more significant in the third and
fourth quarters due to the seasonal catch which occurs in the
second quarter.
16. No Dividends Likely.
No dividends have been paid on the Common Stock since
inception, nor, by reason of its current financial status and
its contemplated financial requirements, does Krantor
contemplate or anticipate paying any dividends upon its Common
Stock in the foreseeable future.
-25-
<PAGE>
PART III
The information required by items 10-13 are omitted pursuant to general
instruction G(3) to form 10K. The Company has included this information in its
proxy statement mailed and filed with the Commission on or before April 30,
1998. The annual meeting was scheduled and held in June 1998. Such Proxy
Statement is incorporated herein by reference.
PART IV
ITEM 8. FINANCING STATEMENTS AND SUPPLEMENTARY DATA
1. Financial Statements
The following financial statements of the Company are contained in Item 8 of
this Report on the pages indicated:
Page
----
Independent Auditors Reports F1
Balance Sheets -
December 31, 1997, 1996 F2
Statements of Operations -
Years ended December 31, 1997, 1996 and 1995 F3 - F4
Statements of Changes in Stockholders'
Equity - Years ended December 31, 1997, 1996 and 1995
F5 - F7
Statements of Cash Flows - Years
ended December 31, 1997, 1996, and 1995 F8 - F9
Notes to Financial Statements as of
December 31, 1997, and 1996 F10 - F20
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
Not Applicale
ITEM 14. EXHIBITS, FINANCING STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
1. (a) Exhibits:
See Index to Exhibits
2. Reports on Form 8-K
There were no reports on Form 8-K filed during the fourth quarter of
1997.
3. Financial Statement Schedules
I. Independent Auditors Report on
Financial Statement Schedule F-21
II. Valuation Accounts F-23
-26-
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
KRANTOR CORPORATION
by /s/ Mair Faibish
--------------------------------
Mair Faibish
Executive Vice President
Dated: September 2, 1998
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.
by /s/ Mair Faibish
----------------------------------
Mair Faibish
Executive Vice President
Principal Financial Officer
and Director
Signed: September 2, 1998
by /s/ Mitchell Gerstein
----------------------------------
Mitchell Gerstein, Director
Signed: September 2, 1998
-27-
<PAGE>
INDEPENDENT AUDITOR'S REPORT
The Board of Directors
Krantor Corporation
We have audited the accompanying consolidated balance sheets of Krantor
Corporation and Subsidiaries as of December 31, 1997 and 1996, and the related
consolidated statements of operations, changes in stockholders' equity and cash
flows for the years ended December 31, 1997, 1996 and 1995. These financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe our audits provide a reasonable basis for our opinion.
In our report dated April 4, 1997, we were unable to confirm promotional rebates
totaling $1,467,738 at December 31, 1996 or satisfy ourselves about the
recoverability of promotional rebates through alternative procedures. As
described in Note 16 to the financial statements, the Company has restated its
December 31, 1996 financial statements to correctly record promotional rebates.
Accordingly, our present opinion on the December 31, 1996 financial statements,
as presented herein, is different from that expressed in our previous report.
In our opinion, the consolidated financial statements referred to in the first
paragraph present fairly, in all material respects, the financial position of
Krantor Corporation and Subsidiaries as of December 31, 1997 and 1996 and the
results of their operations and their cash flows for the years ended December
31, 1997, 1996 and 1995, in conformity with generally accepted accounting
principles.
BELEW AVERITT LLP
Dallas, Texas March 18, 1998, except for Note 17, as to which the date is March
31, 1998
F-1
<PAGE>
<TABLE>
<CAPTION>
KRANTOR CORPORATION AND SUBSIDIARIES
Consolidated Balance Sheets
December 31, 1997 and 1996
ASSETS
1997 1996
---- ----
CURRENT ASSETS
<S> <C> <C>
Cashand cash equivalents $ 189,626 $ 2,897
Accounts receivable, net of allowance for doubtful accounts
of $96,000 and $551,000, respectively 1,128,000 491,427
Promotional rebates (Note 16) 270,496 483,529
Other current assets 136,189 51,368
--------------- ---------------
Total current assets 1,724,311 1,029,221
COLLATERAL SECURITY DEPOSIT (Note 10) 2,252,995 2,052,995
PROPERTY AND EQUIPMENT, net (Note 3) 117,402 30,611
OTHER ASSETS - 253,264
--------------- ---------------
$ 4,094,708 $ 3,366,091
=============== ===============
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Notes payable (Note 4) $ 535,810 $ 803,050
Accounts payable and accrued expenses (Note 5) 1,092,716 2,054,565
Arbitration award payable - 467,453
Income taxes payable 10,529 71,158
--------------- ---------------
Total current liabilities 1,639,055 3,396,226
VENDOR DEBT DUE AFTER ONE YEAR (Note 5) 395,048 -
SUBORDINATED DEBENTURES (Note 6) - 377,000
COMMITMENTS AND CONTINGENCIES (Note 10) - -
PREFERRED STOCK OF SUBSIDIARY (Note 7) 111,125 -
STOCKHOLDERS' EQUITY (Note 8)
Class A preferred stock - $.001 par value; 100,000 shares authorized 100 100
Common stock - $.001 par value; 29,900,000 shares authorized 4,140 847
Additional paid-in capital (Note 16) 14,611,141 12,426,869
Deficit (Note 16) (12,498,401) (12,667,451)
--------------- ---------------
2,116,980 (239,635)
Less treasury stock, at cost, 1,400 shares (167,500) (167,500)
--------------- ---------------
Total stockholders' equity (deficit) 1,949,480 (407,135)
--------------- ---------------
$ 4,094,708 $ 3,366,091
=============== ===============
</TABLE>
See accompanying notes to consolidated financial statements.
F-2
<PAGE>
<TABLE>
<CAPTION>
KRANTOR CORPORATION AND SUBSIDIARIES
Consolidated Statements of Operations
Years ended December 31, 1997, 1996 and 1995
1997 1996 1995
---- ---- ----
REVENUE
<S> <C> <C> <C>
Net sales (Note 11) $ 5,007,336 $ 7,086,521 $ 43,917,040
Commission income (Note 10) 382,025 285,013 -
-------------- -------------- --------------
5,389,361 7,371,534 43,917,040
COST OF SALES (Note 16) 4,195,519 7,829,881 38,588,738
-------------- -------------- --------------
GROSS PROFIT (LOSS) 1,193,842 (458,347) 5,328,302
SELLING, GENERAL AND ADMINISTRATIVE
EXPENSES 907,386 897,367 3,386,874
DEPRECIATION AND AMORTIZATION 16,915 33,660 163,215
-------------- -------------- --------------
OPERATING INCOME (LOSS) 269,541 (1,389,374) 1,778,213
OTHER INCOME (EXPENSE)
Interest Income 134,875 - -
Net gain (loss) on marketable securities (37,625) 13,673 -
Miscellaneous income (expense) (48,505) 3,027 19,171
Interest expense (Note 16) - (216,169) (398,777)
Financing costs (12,479) - (100,625)
Due diligence expense - - (239,566)
Dividends on preferred stock of subsidiary (Note 7) (6,125) - -
-------------- -------------- --------------
30,141 (199,469) (719,797)
-------------- -------------- --------------
INCOME (LOSS) FROM CONTINUING
OPERATIONS BEFORE INCOME TAXES 299,682 (1,588,843) 1,058,416
INCOME TAX EXPENSE (Note 9) - 23,149 354,784
-------------- -------------- --------------
INCOME (LOSS) FROM CONTINUING
OPERATIONS 299,682 (1,611,992) 703,632
DISCONTINUED OPERATIONS (Note 12)
Loss from operations of IFD, net of applicable
income tax benefit of $0 - (5,357,904) (150,749)
Loss on disposal of IFD, net of applicable
income tax benefit of $0 (130,632) (4,217,244) -
-------------- -------------- --------------
NET INCOME (LOSS) 169,050 (11,187,140) 552,883
</TABLE>
F-3
<PAGE>
<TABLE>
<CAPTION>
KRANTOR CORPORATION AND SUBSIDIARIES
Consolidated Statements of Operations (Cont.)
Years ended December 31, 1997, 1996 and 1995
1997 1996 1995
---- ---- ----
<S> <C> <C> <C>
LESS PREFERRED DIVIDENDS $ 220,000 $ 220,000 $ 220,000
-------------- -------------- --------------
INCOME (LOSS) APPLICABLE TO COMMON
STOCK $ (50,950) $ (11,407,140) $ 332,883
============== ============== ==============
BASIC EARNINGS (LOSS) PER COMMON
SHARE (Note 15)
Income (loss) from continuing operations $ .05 $ (5.55) $ 2.50
Discontinued operations (.08) (29.01) (.78)
-------------- -------------- --------------
NET INCOME (LOSS) PER COMMON SHARE $ (.03) $ (34.56) $ 1.72
============== ============== ==============
DILUTED EARNINGS (LOSS) PER COMMON
SHARE $ (.03) $ (34.56) $ 1.72
============== ============== ==============
</TABLE>
See accompanying notes to consolidated financial statements.
F-4
<PAGE>
<TABLE>
<CAPTION>
[GRAPHIC OMITTED]
KRANTOR CORPORATION AND SUBSIDIARIES
Consolidated Statements of Changes in Stockholders' Equity
Years ended December 31, 1997, 1996 and 1995
Class A Additional Total
Preferred Stock Common Stock paid-in Treasury stockholders'
Shares Amount Shares Amount capital Deficit stock equity
------ ------ ------ ------ ------- ------- ----- ------
Balance at
<S> <C> <C> <C> <C> <C> <C> <C> <C>
December 31, 1994 100,000 $ 100 187,355 $ 187 $ 8,518,151 $(2,033,194) $ (167,500) $ 6,317,744
Common stock issued
in connection with
compensation plan,
less certain offering
expenses -- -- 4,641 5 298,365 -- -- 298,370
Dividends on preferred
stock -- -- 6,000 6 (220,006) -- -- (220,000)
Net income -- -- -- -- -- 552,883 -- 552,883
--------- --------- --------- --------- ----------- ----------- ----------- -----------
Balance at
December 31, 1995 100,000 100 197,996 198 8,596,510 (1,480,311) (167,500) 6,948,997
Common stock issued
in connection with
Regulation S offering,
less related expenses -- -- 597,381 597 3,559,467 -- -- 3,560,064
Dividends on preferred
stock -- -- 3,000 3 (220,003) -- -- (220,000)
Dividends forgiven -- -- -- -- 55,000 -- -- 55,000
</TABLE>
F-5
<PAGE>
[GRAPHIC OMITTED]
KRANTOR CORPORATION AND SUBSIDIARIES
Consolidated Statements of Changes in Stockholders' Equity (Cont.)
Years ended December 31, 1997, 1996 and 1995
<TABLE>
<CAPTION>
Class A Additional Total
Preferred Stock Common Stock paid-in Treasury stockholders'
Shares Amount Shares Amount capital Deficit stock equity
------ ------ ------ ------ ------- ------- ----- ------
Common stock issued
in connection with
<S> <C> <C> <C> <C> <C> <C> <C> <C>
compensation plan -- $ -- 48,658 $ 49 $ 435,895 $ -- $ -- $ 435,944
Net loss (Note 16) -- -- -- -- -- (11,187,140) -- (11,187,140)
Balance at
December 31, 1996 100,000 100 847,035 847 12,426,869 (12,667,451) (167,500) (407,135)
------- -------- -------- ------- ----------- ----------- ---------- -----------
Common stock issued
in connection with
Regulation S offering,
less related expenses -- -- 1,612,200 1,612 1,330,168 -- -- 1,331,780
Redemption of
preferred stock (100,000) (100) 400,000 400 (130,300) -- -- (130,000)
Issuance of preferred
stock 100,000 100 -- -- -- -- -- 100
Dividends on preferred
stock -- -- -- -- (220,000) -- -- (220,000)
Common stock
options exercised -- -- 275,000 275 442,225 -- -- 442,500
</TABLE>
F-6
<PAGE>
[GRAPHIC OMITTED]
KRANTOR CORPORATION AND SUBSIDIARIES
Consolidated Statements of Changes in Stockholders' Equity (Cont.)
Years ended December 31, 1997, 1996 and 1995
<TABLE>
<CAPTION>
Class A Additional Total
Preferred Stock Common Stock paid-in Treasury stockholders'
Shares Amount Shares Amount capital Deficit stock equity
------ ------ ------ ------ ------- ------- ----- ------
Common stock issued
in connection with
<S> <C> <C> <C> <C> <C> <C> <C> <C>
compensation plan -- $ -- 1,006,280 $ 1,006 $ 762,179 $ -- $ -- $ 763,185
Net income -- -- -- -- -- 169,050 -- 169,050
-------- -------- --------- --------- ------------ ----------- ------------- ----------
Balance at
December 31, 1997 100,000 $ 100 4,140,515 $ 4,140 $ 14,611,141 $(12,498,401) $ (167,500) $1,949,480
======== ======== ========= ========= ============ =========== ============= ==========
</TABLE>
See accompanying notes to consolidated financial statements.
F-7
<PAGE>
<TABLE>
<CAPTION>
KRANTOR CORPORATION AND SUBSIDIARIES
Consolidated Statements of Cash Flows
Years ended December 31, 1997, 1996 and 1995
1997 1996 1995
---- ---- ----
CASH FLOWS FROM OPERATING ACTIVITIES
<S> <C> <C> <C>
Net income (loss) $ 169,050 $ (11,187,140) $ 552,883
Loss from discontinued operations 130,632 9,575,148 150,749
Adjustments to reconcile net income (loss) to net
cash provided (used) by
operating activities:
Depreciation and amortization 16,915 33,660 163,215
Amortization of financing costs - - 100,625
Loss on disposal of property and equipment 14,496 - -
Net (gain) loss from marketable securities 37,625 (13,673) -
Dividends on preferred stock of subsidiary 6,125 - -
Operating expenses paid with common stock 798,074 776,858 -
Provision for bad debts - 318,346 218,380
Changes in operating assets and liabilities:
Purchases of marketable securities (73,687) (50,277) (1,754,735)
Sales of marketable securities 36,062 77,821 1,966,766
(Increase) decrease in:
Accounts receivable (933,160) 6,149,894 (2,935,118)
Inventory - 4,683,366 (836,164)
Promotional rebates (47,524) 8,186 (435,244)
Deferred taxes - 166,103 66,784
Other current assets 22,789 94,448 215,674
Other assets 85,812 (215,213) (23,825)
Increase (decrease) in:
Accounts payable and accrued expenses (34,180) (3,273,632) 3,963,116
Income taxes payable (60,629) (236,696) 307,854
----------- ----------- -----------
Net cash flows provided by operating activities
of continued operations 168,400 6,907,199 1,720,960
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of property and equipment (118,202) (3,486) (831,868)
Payment of collateral security deposit (75,000) (739,400) -
Advances to related party - - (85,958)
Payments from related party - 228,718 -
Due from officers and shareholders - - (4,600)
----------- ----------- -----------
Net cash flows used by investing activities of
continued operations (193,202) (514,168) (922,426)
</TABLE>
F-8
<PAGE>
KRANTOR CORPORATION AND SUBSIDIARIES
Consolidated Statements of Cash Flows (Cont.)
Years ended December 31, 1997, 1996 and 1995
<TABLE>
<CAPTION>
1997 1996 1995
---- ---- ----
CASH FLOWS FROM FINANCING ACTIVITIES
<S> <C> <C> <C>
Payments on debt $ - $(6,475,040) $(40,657,280)
Proceeds from debt issuance - 2,728,792 42,559,039
Issuance of subordinated debenture - 480,000 -
Cash dividends on preferred stock (220,000) (75,500) -
Payment for redemption of preferred stock (130,000) - -
Proceeds from issuance of common stock and
preferred stock 829,880 2,720,400 78,370
Proceeds from issuance of preferred stock of
subsidiary 105,000 - -
----------- ----------- -----------
Net cash flows provided (used) by financing
activities of continued operations 584,880 (621,348) 1,980,129
CASH USED IN DISCONTINUED OPERATIONS (373,349) (6,138,786) (2,911,460)
----------- ----------- -----------
NET INCREASE (DECREASE) IN CASH 186,729 (367,103) (132,797)
CASH, beginning of year 2,897 370,000 502,797
----------- ----------- -----------
CASH, end of year $ 189,626 $ 2,897 $ 370,000
=========== =========== ===========
SUPPLEMENTAL DISCLOSURE OF CASH FLOW
INFORMATION
Interest paid $ 37,100 $ 967,778 $ 398,777
=========== =========== ===========
Income taxes paid $ 60,629 $ 65,443 $ 3,369
=========== =========== ===========
SUPPLEMENTAL DISCLOSURE OF NON-CASH
OPERATING, INVESTING AND FINANCING
ACTIVITIES
Inventory conveyed for collateral security deposit $ - $1,007,345 $ -
Conversion of subordinated debentures 377,000 103,000 -
Purchase of inventory with note payable - - 825,000
Non-cash issuance of common stock 532,611 306,250 -
Promotional rebates used to pay vendor debt 260,557 - -
----------- ----------- -----------
Total non-cash operating, investing and
financing activities $1,170,168 $1,416,595 $ 825,000
=========== =========== ===========
</TABLE>
See accompanying notes to consolidated financial statements.
F-9
<PAGE>
KRANTOR CORPORATION AND SUBSIDIARIES
Notes to Consolidated Financial Statements
December 31, 1997 and 1996
1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Organization
------------
Krantor Corporation (Krantor) is a distributor of groceries, general
household merchandise and health and beauty aids in the promotional
wholesale industry. In addition, Krantor also distributes squid and
premium handmade cigars throughout the United States.
In April 1994, Krantor formed a wholly-owned subsidiary, Island
Wholesale Grocers, Inc., which is a full-service wholesale delivery
company capable of providing direct store inventory deliveries within
hours of receiving an order, principally in the northeastern United
States.
In December 1995, Krantor formed a wholly-owned subsidiary, Affiliated
Island Grocers, Inc., which does business under the name Island Frozen
and Dairy (IFD). IFD distributed specialty food, poultry and dairy
products throughout the northeastern United States. In June 1996,
Krantor discontinued all operations of IFD, and presented them as such
in the consolidated financial statements (see Note 12).
In September 1996, Krantor formed a wholly-owned subsidiary, New Era
Foods, Inc. (NEF), which is a company representing manufacturers,
retailers and wholesalers in connection with distribution of frozen
seafood, grocery and general merchandise products (see Note 10).
In October 1997, New Era Foods, Inc. formed a subsidiary, Premium Cigar
Wrappers, Inc. (PCW), for the purpose of producing premium cigar
wrappers in the Dominican Republic. New Era, Inc. owns 66% of the
common stock and approximately 22% of the preferred stock of PCW (see
Note 7).
Principles of consolidation
---------------------------
The consolidated financial statements include the accounts of Krantor,
its wholly-owned subsidiaries and its majority-owned subsidiary
(collectively, the Company). All significant intercompany accounts and
transactions have been eliminated in consolidation.
Revenue recognition
-------------------
The Company recognizes revenue at the time merchandise is shipped to
the customer. The Company returns merchandise to the supplier that is
damaged or has the wrong specifications. The cost is recovered from the
trucking company or the supplier, depending upon the nature of the
return.
Cash equivalents
----------------
The Company considers time deposits with original maturities of three
months or less to be components of cash.
F-10
<PAGE>
Marketable securities
---------------------
Management determines the appropriate classification of its investments
in debt and equity securities at the time of purchase and re-evaluates
such determination at each balance sheet date. At December 31, 1995,
all the Company's investments qualified as trading securities and were
stated at market value.
Concentrations of credit risk
-----------------------------
Financial instruments which potentially subject the Company to
concentrations of credit risk consist principally of accounts
receivable. The concentration of credit risk with respect to
receivables is mitigated by the credit worthiness of the Company's
major customers. The Company maintains an allowance for losses based
upon the expected collectibility of all receivables. Fair value
approximates carrying value for all financial instruments.
During 1997, the Company distributed its products through an unrelated
intermediary and hence, all revenues were derived from this
organization. As a result, the Company has an inherent business risk in
concentrating its sales through this entity.
Property and equipment
----------------------
Property and equipment are stated at cost. Depreciation of property and
equipment is computed using the straight-line method over the estimated
useful lives of the assets, ranging from three to five years.
Maintenance and repairs of a routine nature are charged to operations
as incurred. Betterments and major renewals which substantially extend
the useful life of an existing asset are capitalized and depreciated
over the asset's estimated useful life. Upon retirement or sale of an
asset, the cost of the asset and the related accumulated depreciation
or amortization are removed from the accounts and any resulting gain or
loss is credited or charged to income.
Preferred stock of subsidiary
-----------------------------
Changes in preferred stock of the subsidiary is accounted for as an
equity transaction and thus no gain or loss is recognized. Upon each
new issuance of the subsidiary's preferred stock, the Company will
evaluate whether or not its investment has been impaired and adjust
accordingly.
Advertising
-----------
The Company expenses advertising and promotional costs as incurred.
Advertising expense totaled approximately $63,000, $5,000 and $70,000
for the years ended December 31, 1997, 1996 and 1995, respectively.
Income taxes
------------
The Company uses the asset and liability method of computing deferred
income taxes. In the event differences between the financial reporting
bases and the tax bases of an enterprise's assets and liabilities
result in deferred tax assets, an evaluation of the probability of
being able to realize the future benefits indicated by such assets is
required. A valuation allowance is provided for a portion or all of the
deferred tax assets when it is more likely than not that such portion,
or all of such deferred tax assets, will not be realized.
F-11
<PAGE>
Earnings per share
------------------
The Company calculates earnings per share pursuant to Statement of
Financial Accounting Standards No. 128, "Earnings per Share" (SFAS
128). SFAS 128 requires dual presentation of basic and diluted earnings
per share (EPS) on the face of the statement of income for all entities
with complex capital structures and requires a reconciliation of the
numerator and denominator of the basic EPS computation to the numerator
and denominator of the diluted EPS computation. Basic EPS calculations
are based on the weighted-average number of common shares outstanding
during the period, while diluted EPS calculations are based on the
weighted-average common shares and dilutive common share equivalents
outstanding during each period.
Management estimates
--------------------
In preparing financial statements in conformity with generally accepted
accounting principles, management is required to make estimates and
assumptions that affect the reported amounts of assets, liabilities,
revenues and expenses during the reporting period. Actual results could
differ from management's estimates.
Stock-based compensation plans
------------------------------
Statement of Financial Accounting Standards No. 123, "Accounting for
Stock-Based Compensation" (SFAS 123), encourages, but does not require,
companies to record compensation cost for stock-based employee
compensation plans at fair value. The Company has elected to continue
to account for stock-based compensation using the intrinsic value
method prescribed in Accounting Principles Board Opinion No. 25,
"Accounting for Stock Issued to Employees" (APB 25) and related
interpretations. Accordingly, compensation cost for stock options is
measured as the excess, if any, of the fair market value of the
Company's stock at the date of the grant over the amount the employees
or non-employees must pay to acquire the stock.
Reclassifications
-----------------
Certain 1996 and 1995 amounts have been reclassified to conform to the
1997 presentation.
2. MARKETABLE SECURITIES
Realized gains or losses on marketable securities are determined on the
specific identification method. Net realized gains (losses) on sales of
securities included in the determination of consolidated net income
(loss) amounted to $(37,625), $13,673 and $(3,396) in 1997, 1996 and
1995, respectively. Gross unrealized losses were $1,721 for 1995.
3. PROPERTY AND EQUIPMENT
Property and equipment as of December 31, 1997 and 1996 consisted of
the following:
<TABLE>
<CAPTION>
1997 1996
----------------- ----------------
<S> <C> <C>
Office equipment $ 193,355 $ 185,355
Machinery and equipment 48,824 -
Leasehold improvements 61,378 16,616
----------------- ----------------
303,557 201,971
Less accumulated depreciation and amortization (186,155) (171,360)
----------------- ----------------
$ 117,402 $ 30,611
================= ================
</TABLE>
F-12
<PAGE>
4. NOTES PAYABLE
Notes payable at December 31, 1997 and 1996 consisted of the following:
<TABLE>
<CAPTION>
1997 1996
----------------- ----------------
<S> <C> <C>
Revolving line-of-credit $ 301,633 $ 381,329
Note payable to investment company; non-interest bearing;
principal due May 8, 1996, previously collateralized by
inventory of IFD 159,177 346,721
Note payable to bank due July 5, 1996; non-interest bearing;
previously collateralized by inventory of IFD 75,000 75,000
----------------- ----------------
$ 535,810 $ 803,050
================= ================
</TABLE>
The Company financed its receivables in the prior year through a
revolving line-of-credit and security agreement with a lender. Under
the terms of the agreement, the Company received cash advances of up to
80% of its eligible accounts receivable, as defined, with interest at
prime plus 2%. During 1997, the lender ceased corresponding with the
Company and reporting the activity related to collections of the
collateral and corresponding reductions of the loan.
5. VENDOR DEBT
In 1997, the Company entered into an agreement with a vendor to repay
the December 31, 1996 accounts payable balance of $1,465,976. The
Company was required to pay $50,000 and offset 50% of earned
promotional rebates against the payable due to the vendor. In March
1998, the Company renegotiated with the vendor and modified the terms
of the agreement to pay off the remaining balance (see Note 17).
The following are the scheduled maturities of vendor debt at December
31, 1997:
Year ending
December 31,
------------
1998 $ 777,776
1999 266,664
2000 128,384
----------------
$ 1,172,824
================
6. SUBORDINATED DEBENTURES
The Company issued $480,000 of 3.75% subordinated debentures in
September 1996. The debentures were unsecured and convertible to common
stock at the lower of $1 per share or 70% of the average bid price, as
defined. The 30% beneficial conversion feature was calculated at the
date of issuance and amortized as interest expense through the first
conversion date. The Company recognized $144,000 of interest expense in
1996 as a result of the 30% beneficial conversion feature. All
subordinate debentures were converted to common stock as of December
31, 1997.
F-13
<PAGE>
7. MINORITY INTEREST
PCW was incorporated in October 1997 with 7,750 shares of authorized
$.001 par value common stock. At December 31, 1997, PCW had 1,000
shares of common stock outstanding which were issued at par value. The
Company owns 66% of the common stock and an unrelated individual owns
the minority interest. For financial reporting purposes, the assets,
liabilities, results of operations and cash flows for PCW are included
in the Company's consolidated financial statements and the outside
investor's interest in PCW is reflected as a minority interest.
PCW had 2,250 shares of authorized $.001 par value preferred stock
issued and outstanding at December 31, 1997. PCW issued 1,750 shares of
preferred stock at inception to two unrelated individuals at $60 per
share, and 500 shares to the Company for a 22% minority interest in the
preferred stock. The holders of PCW preferred stock are entitled to
receive cumulative dividends at the rate of $14 per share before any
dividends on the common stock are paid. Included in preferred stock of
subsidiary is $6,125 of preferred stock dividends payable at December
31, 1997. The Company's portion has been eliminated in consolidation.
In the event of dissolution of PCW, the holders of the preferred shares
are entitled to receive $60 per share together with all accumulated
dividends, before any amounts can be distributed to the common
stockholders. The shares are convertible only at the option of PCW at
$120 per share.
8. STOCKHOLDERS' EQUITY
In May 1997, the majority of common stockholders voted to authorize a
1-for-25 reverse split of the Company's $.001 par value common stock.
Any stockholders entitled to fractional shares were paid with cash
based upon the current fair market value of the stock. All references
in the accompanying financial statements to the number of common shares
have been restated to reflect the stock split.
In November 1997, the Company redeemed 100% of the Class A preferred
stock in exchange for $350,000 cash, 400,000 shares of common stock and
options to purchase 500,000 shares of restricted common stock
exercisable at $1 per share. Part of the cash payment was used to
settle accrued dividends of $220,000. The options will vest if the
Company achieves $1,000,000 in pretax income within five years. The
preferred stock was thereafter reissued, at par value, to an officer of
the Company in recognition of services rendered; however, all dividend
privileges and stock redemption rights were stripped from the stock.
The stock retains the 13-to-1 voting privilege.
At December 31, 1997, the Company had issued warrants to purchase
578,000 shares of the Company's common stock, at $1.10 per share. The
warrants become exercisable when the shares are registered and expire
at various dates through 2002. At December 31, 1997, 578,000 shares of
common stock were reserved for that purpose.
During 1997, the Company issued 1,612,200 shares in connection with a
Regulation S offering at an average price of $.82 per share, resulting
in $1,331,780 proceeds net of offering expenses, including the
conversion of $377,000 of subordinated debt, and $125,000 of non-cash
issuances in the Consolidated Statement of Cash Flows.
In 1994, the Company registered with the Securities and Exchange
Commission on Form S-8, 600,000 shares of the Company's common stock to
be distributed under the Company's 1994 Services and Consulting
Compensation Plan (Plan). An additional 3,900,000 shares have been
reserved since that date. Since the inception of the Plan, the Company
has issued 1,343,450 shares for payment of services to employees and
professional service providers such as legal, marketing, promotional
and investment consultants. Common stock issued in connection with the
compensation plan was valued at the fair value of the common stock at
the date of issuance at an amount equal to the service provider's
invoice amount. Under the Plan, the Company granted options in 1994,
1995 and 1997 to selected employees and professional service providers.
F-14
<PAGE>
The following is a summary of such stock option transactions for the
years ended December 31, 1997, 1996 and 1995 in accordance with the
Plan:
<TABLE>
<CAPTION>
Weighted
average
Number of exercise
shares price
------ -----
<S> <C> <C>
Outstanding at December 31, 1994 (10,660 exercisable): 21,740 $ 3.11
Granted 43,200 $ 1.53
Terminated (21,740) $ 3.11
Exercised - $ -
----------------
Outstanding at December 31, 1995 (37,200 exercisable): 43,200 $ 1.53
Granted - $ -
Terminated (14,000) $ 1.87
Exercised (2,400) $ 1.38
----------------
Outstanding at December 31, 1996 (26,800 exercisable): 26,800 $ 1.38
Granted 275,000 $ 1.61
Terminated (26,800) $ 1.38
Exercised (275,000) $ 1.61
----------------
Outstanding at December 31, 1997 - $ -
================
Option price $ .50 - $ 3.88
================
Available for grant:
December 31, 1995 1,442,062
================
December 31, 1996 2,409,430
================
December 31, 1997 3,156,550
================
</TABLE>
Since the exercise price of the Company's stock options equal the fair
market value of the Company's common stock at the date of grant of the
options, no compensation cost has been recognized in the financial
statements in accordance with APB 25. Had compensation costs for the
stock options been determined based on the fair value at the grant date
consistent with the method of SFAS 123, the Company's net income and
earnings per share would have been reduced to the pro forma amounts
indicated below:
<TABLE>
<CAPTION>
1997 1996 1995
--------------- ---------------- ----------------
Net income (loss):
<S> <C> <C> <C>
As reported $ 169,050 $ (11,187,140) $ 552,883
=============== ================ ================
Pro forma $ 147,724 $ (11,187,140) $ 491,917
=============== ================ ================
Net income (loss) per common share:
As reported $ (.03) $ (34.56) $ 1.72
=============== ================ ================
Pro forma $ (.04) $ (34.56) $ 1.41
=============== ================ ================
</TABLE>
F-15
<PAGE>
The weighted-average fair value at date of grant for options granted
during 1997 and 1995 (none granted in 1996) was $.08 and $.55 per
option, respectively. The fair value of each option grant is estimated
using the Black-Shoales option-pricing model with the following
weighted-average assumptions used:
1997 1995
------------- --------------
Dividend yield 0% 0%
Expected volatility 0% 0%
Risk-free rate of return 6.5% 7.78%
Expected life 1 to 4 years 10 years
The Company has also reserved 100,000 shares for a stock option plan
(Option Plan) for non-employee, independent directors, which entitles
each non-employee, independent director an option to purchase 10,000
shares of the Company's stock immediately upon election or re-election
to the Board of Directors. Options granted under the Option Plan will
be at the fair market value on the date of grant, are immediately
exercisable and have a term of ten years. The Company had 1,200 options
outstanding and exercisable and 98,800 available for grant at December
31, 1997, 1996 and 1995 at an option price of $.50 per share.
9. INCOME TAXES
At December 31, 1997, the Company had a net operating loss carryforward
of approximately $10,660,000, which, if not utilized, will begin
expiring in 2011. No Federal tax provision was required for 1996 due to
the Company's net loss.
The components of the deferred tax asset at December 31, 1997, 1996 and
1995 were approximately as follows:
<TABLE>
<CAPTION>
1997 1996 1995
--------------- --------------- ----------------
<S> <C> <C> <C>
Allowance for doubtful accounts $ 32,600 $ 187,281 $ 106,420
Net operating loss carryover 3,624,500 3,197,752 -
Inventory capitalization - - 11,900
Deferred compensation 99,600 97,035 (23,892)
Capital losses 44,500 - 71,675
Other - 2,744 -
Valuation allowance (3,801,200) (3,484,812) -
--------------- --------------- ----------------
$ - $ - $ 166,103
=============== =============== ================
</TABLE>
The provision for income taxes for the years ended December 31, 1997,
1996 and 1995 consisted of the following:
<TABLE>
<CAPTION>
1997 1996 1995
--------------- --------------- ----------------
Federal:
<S> <C> <C> <C>
Current $ - $ - $ 235,000
Deferred - - 66,784
State and local - 23,149 53,000
--------------- --------------- ----------------
Total $ - $ 23,149 $ 354,784
=============== =============== ================
</TABLE>
F-16
<PAGE>
A reconciliation of income tax expense computed at the U. S. Federal
statutory rate of 34% and the Company's effective tax rate for the
years ended December 31, 1997, 1996 and 1995 is as follows:
<TABLE>
<CAPTION>
1997 1996 1995
--------------- --------------- ----------------
Federal income tax expense at statutory
<S> <C> <C> <C>
rate, net of reserve 34.0% 34.0% 34.0%
Increase (decrease) resulting from:
Utilization of net operating loss carryforward (34.0%) (34.0%) -
State and local income taxes, net of
Federal benefit - .2% 5.8%
Graduated rate - - (.7)%
--------------- --------------- ----------------
- .2% 39.1%
=============== =============== ================
</TABLE>
10. COMMITMENTS AND CONTINGENCIES
Lease commitments
-----------------
The Company leases office space in Wexford, Pennsylvania under an
operating lease which expires in August 2000. The Company also leases
office space in Syosset, New York, under an operating lease which
expires in December 1998. Rent expense for the years ended December 31,
1997, 1996 and 1995 was approximately $30,000, $95,000 and $116,000,
respectively.
Future minimum lease commitments are $7,620, $7,620 and $5,080 for the
years ending December 31, 1998, 1999 and 2000, respectively.
Distribution agreements
-----------------------
In 1996, the Company entered into a ten-year agreement with a Chinese
trading company (ALT) to distribute frozen seafood in the United States
under a licensing arrangement. The Company acts as an agent for ALT.
The Company markets ALT's frozen seafood products and earns commissions
based on sales generated by the distribution agreement. Additionally,
the Company sells promotional grocery products to an agent of ALT. ALT
provides the funding for such purchases from the manufacturers.
In consideration for ALT providing products and funding to the Company
for sale and distribution, and as security for doing so, the Company
was required to provide $2,052,995 in 1996 and an additional $200,000
in 1997, as collateral security for performance by the Company under
the terms of the agreement. The collateral security deposit bears
interest at 5% and is received quarterly.
In December 1997, NEF entered into a twenty-five year exclusive
worldwide distribution agreement with a Dominican Republic corporation
(DR) for the sale and distribution of premium handmade cigars
manufactured in the Dominican Republic. There is an option to extend
the term up to an additional twenty-five years. DR will sell the cigars
to NEF at cost, however, DR will be entitled to 50% of NEF's profits on
resale of the cigars. NEF's profits will be calculated as gross
receipts on sales of cigars less cost of goods, returns and allowances,
freight, distribution, selling, general and administrative expenses,
promotional expenses and all applicable taxes on importation and sale
of the product.
F-17
<PAGE>
Employment agreements
---------------------
During 1995, IFD entered into employment agreements with three
employees whereby each employee was entitled to receive a base salary
of $108,000 with annual increases of 5% plus certain employee benefits
through December 2000 and stock options to purchase 66,666 shares of
the Company's common stock at $2.00 per share. The employees were
terminated in 1996 and filed an arbitration claim for the balance due
under the employment contracts. The employees received a favorable
arbitration award in the amount of $230,000 to be paid over the
remaining term of the employment contracts. Such amounts are included
in the arbitration award payable at December 31, 1996. All awards were
paid during 1997.
Litigation
----------
The Company is a named defendant in various lawsuits arising from the
liquidation of IFD. The Company has evaluated the potential exposure of
an unfavorable outcome on various lawsuits and has accrued $125,000 for
all losses which are considered probable.
The Company is subject to legal proceedings and claims which arise in
the ordinary course of its business. In the opinion of management, the
amount of ultimate liability with respect to these actions will not
materially affect the financial position, results of operations or cash
flows of the Company.
11. MAJOR CUSTOMERS
The Company has one customer, the U.S. agent of ALT, which accounted
for 100% of total sales for 1997. Accounts receivable from this
customer accounted for approximately $1,013,000 (89.8%) of total trade
accounts receivable at December 31, 1997. No single customer accounted
for more than 10% of sales in 1996.
12. DISCONTINUED OPERATIONS
On June 30, 1996, the Company adopted a formal plan to discontinue the
operations of IFD through a liquidation that is expected to be
completed during 1998. Accordingly, IFD is accounted for as a
discontinued operation in the accompanying consolidated financial
statements. IFD revenues were approximately $0, $12,852,000 and
$3,114,000 for the years ended 1997, 1996 and 1995, respectively.
During 1997, the Company incurred additional expenses related to the
liquidation of IFD and related litigation. Subsequent to the adoption
of the plan to discontinue operations of IFD, an injunction was filed
preventing the sale of IFD's inventory. Due to the perishable nature of
the inventory, the inventory spoiled and $280,556 of inventory was
written down to the lower of cost or market in 1996 in accordance with
the Accounting Research Bulletin No. 43 and included in the
consolidated statement of operations as a component of "Loss on
disposal of IFD." The assets and liabilities of IFD included in the
accompanying consolidated balance sheets as of December 31, 1997 and
1996 consisted of approximately the following:
<TABLE>
<CAPTION>
1997 1996
---------------- ----------------
Current assets of discontinued operations -
<S> <C> <C>
Accounts receivable, net $ - $ 297,000
================ ================
Current liabilities of discontinued operations:
Accounts payable and accrued expenses $ 125,000 $ 397,000
Notes payable 536,000 803,000
Arbitration award payable - 238,000
---------------- ----------------
$ 661,000 $ 1,438,000
================ ================
</TABLE>
F-18
<PAGE>
13. RELATED PARTY TRANSACTIONS
During 1995, the Company purchased from and sold to a wholesaler
controlled by family members of the chief financial officer and
purchased product from a manufacturer in which an outside director is
president. Sales to and purchases from these related parties amounted
to approximately $37,000 and $3,910,000, respectively in 1995. There
were no purchases from nor sales to these related parties in 1996 or
1997.
14. FOURTH QUARTER ADJUSTMENTS
The Company made a fourth quarter adjustment to correct an
overstatement of promotional rebates of $984,209 (see Note 16).
15. EARNINGS PER SHARE
The following data shows the amounts used in computing earnings per
share and the effect on the weighted-average number of shares of
dilutive common stock.
<TABLE>
<CAPTION>
1997 1996 1995
---------------- ---------------- ----------------
Net income applicable to common
<S> <C> <C> <C>
stockholders $ (50,950) $ (11,407,140) $ 332,883
================ ================ ================
Weighted-average number of shares
in basic EPS 1,630,220 330,071 192,990
Effect of dilutive securities (stock warrants) 17,320 - -
---------------- ---------------- ----------------
Weighted-average number of common
shares and dilutive potential common
shares used in diluted EPS 1,647,540 330,071 192,990
================ ================ ================
</TABLE>
16. PRIOR PERIOD ADJUSTMENTS
The Company's financial statements as of December 31, 1996, have been
restated to reflect an error in the recording of promotional rebates,
interest on subordinated debentures and preferred stock dividends. The
effect of the restatement is as follows:
<TABLE>
<CAPTION>
For Year Ended As Previously
December 31, 1996 Reported As Restated
----------------- ---------------- ----------------
Balance sheet:
<S> <C> <C>
Promotional rebates $ 1,467,738 $ 483,529
Additional paid-in capital $ 12,262,541 $ 12,426,869
Deficit $ (11,539,242) $ (12,667,451)
Statement of operations:
Cost of sales $ 6,845,672 $ 7,829,881
Interest expense $ 72,169 $ 216,169
Net loss applicable to common stock $ (10,223,931) $ (11,407,140)
Net loss per common share $ (30.97) $ (34.56)
</TABLE>
F-19
<PAGE>
17. SUBSEQUENT EVENTS
The Company renegotiated the settlement of amounts owing to a vendor on
March 31, 1998. According to the terms of the agreement, the Company is
required to issue $500,000 of common stock to the vendor during 1998
and repay the remaining balance in monthly payments of $22,222 from May
1998 through April 2000. No interest is being charged by the vendor
(see Note 5).
In March 1998, the Company guaranteed a $1,000,000 line-of-credit
facility to a Dominican cigar manufacturer, which is owned by a PCW
stockholder. The purpose of the line-of-credit is to provide financing
to the cigar manufacturer to which PCW will supply cigar wrappers.
F-20
<PAGE>
SUPPLEMENTAL INFORMATION
F-21
<PAGE>
INDEPENDENT AUDITOR'S REPORT
The Board of Directors
Krantor Corporation
We have audited, in accordance with generally accepted auditing standards, the
consolidated financial statements of Krantor Corporation and Subsidiaries
included in this Form 10-K and have issued our report thereon dated March 18,
1998. Our audits were made for the purpose of forming an opinion on the basic
consolidated financial statements taken as a whole. Schedule II of this Form
10-K is the responsibility of the Company's management and is presented for
purposes of complying with the Securities and Exchange Commission's rules and is
not part of the basic consolidated financial statements. This schedule has been
subjected to the auditing procedures applied in the audits of the basic
consolidated financial statements and, in our opinion, fairly states in all
material respects, the financial data required to be set forth therein in
relation to the basic consolidated financial statements taken as a whole.
BELEW AVERITT LLP
Dallas, Texas
March 18, 1998
F-22
<PAGE>
KRANTOR CORPORATION AND SUBSIDIARIES
Valuation Accounts
Schedule II
<TABLE>
<CAPTION>
Additions
Balance at charged to Balance at
beginning costs and end
Description of year expenses Deductions of year
- ---------------------------------- -------------- ------------- ------------- -------------
Year ended December 31, 1997,
<S> <C> <C> <C> <C>
allowance for doubtful accounts $ 551,000 $ - $ 455,174 $ 95,826
============== ============= ============= =============
Reserve for deferred tax assets $ 3,484,812 $ - $ 316,388 $ 3,801,200
============== ============= ============= =============
Year ended December 31, 1996,
allowance for doubtful accounts $ 313,000 $ 545,000 $ 307,000 $ 551,000
============== ============= ============= =============
Reserve for deferred tax assets $ - $ 3,484,812 $ - $ 3,484,812
============== ============= ============= =============
Year ended December 31, 1995,
allowance for doubtful accounts $ 123,892 $ 290,380 $ 101,272 $ 313,000
============== ============= ============= =============
</TABLE>
F-23
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT INDEX
Exhibit No. Description Page
- ----------- ----------- ----
<C> <C> <C>
3.1 Certificate of Incorporation and amendments thereto (1) EX-1
3.2 By-Laws (2) EX-4
4 Warrants and debentures defining rights of security holders --
(3)
10.1 Distributorship Agreement dated October 1996 between Asia EX-6
Legend Trading Ltd. And New Era Foods Inc., as partially
assigned to Tenda Foods Corp.
10.2 Distributorship Agreement dated December 1997 between Fabrica EX-14
De Tabaco Valle Dorado SA and Gran Reserve Corporation as
partially assigned to New Era Foods Inc.
10.3 Krantor Corporation 1994 Services and Consulting Compensation --
Plan, as amended (4)
21 Listing of Company Subsidiaries EX-22
</TABLE>
(1) Except for amendment to certificate of incorporation filed 7/29/96 and
filed 6/24/98 and Certificate of Designation regarding Preferred Stock
field 6/24/98, copies being included herewith, the original certificate
of incorporation and amendments thereto are incorporated by reference
to the exhibits filed to the registration statement of the Company on
Form S-1 (File No. 33-83226) filed by the Company with the Commission
on August 24, 1994.
(2) Except for the amendment to the By-Laws approved by the Company's Board
of Directors on March 7, 1997 a copy being included herewith, the
original By-Laws are incorporated by reference to the exhibits filed to
the registration statement of the Company on Form S-1 (File No.
33-83226) filed by the Company with the Commission on August 24, 1994.
(3) Copies of outstanding warrants and debentures are incorporated by
reference to the exhibits filed to the Form 8-K/A of the Company filed
with the Commission (File No. 0-19409) on 2/3/98. Description of rights
of Preferred Stock are included in Certificate of Designation regarding
Preferred Stock, as amended, and included as Exhibit 3.1 hereto.
Description of the Company's Common Stock is incorporated by reference
to the description contained in the Company's Registration Statement on
Form 8-A (File No. 0-19409) filed with the Commission pursuant to
Section 12(b) of the Exchange Act on July 16, 1991, including any
amendment or report filed for the purpose of updating such description.
(4) Incorporated by reference to the Registration Statement of the Company
on Form S-8 (File No. 333-21623) filed with the Commission on 2/12/97.
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
KRANTOR CORPORATION
Krantor Corporation (the "Corporation"), organized and existing under
and by virtue of the General Corporation Law of the State of Delaware (the
"DGCL") does hereby certify:
FIRST: The Board of Directors of the Corporation duly adopted resolutions
setting forth the following amendment to the Certificate of Incorporation of the
Corporation (the "Amendment"), declaring the Amendment to be advisable and
calling for the submission of the proposed Amendment to the stockholders of the
Corporation for consideration thereof. The resolution setting forth the proposed
Amendment is as follows:
ARTICLE FIRST of the Certificate of Incorporation of Krantor Corporation, a
Delaware corporation, is hereby amended so as to read as follows:
"The name of the corporation is Synergy Brands Inc."
SECOND: That thereafter pursuant to a resolution of the Board of Directors, at
the annual meeting of the stockholders of the Corporation duly called and held,
upon notice in accordance with Section 222 of the DGCL the necessary number of
shares as required by statue were voted in favor of the Amendment.
THIRD: That the Amendment was duly adopted in accordance with the provisions of
Section 242 of the DGCL.
FOURTH: That the Amendment shall be effective on the date this Certificate of
Amendment is filed and accepted by the Secretary of State of Delaware.
FIFTH: That the capital of said corporation shall not be reduced under or by
reason of said amendment.
IN WITNESS WHEREOF, said corporation has caused this certificate to be signed by
Henry Platek, its President, and Mitchell Gerstein, its secretary, this day of
,1998.
By: /s/Henry Platek, President
-------------------------------------
Henry Platek, President
By: /s/Mitchell Gerstein, Secretary
-------------------------------------
Mitchell Gerstein, Secretary
Filed: 6/24/98
EX-1
<PAGE>
CERTIFICATE OF AMENDMENT
TO
CERTIFICATE OF INCORPORATION
OF
KRANTOR CORPORATION
Krantor Corporation, a corporation organized and existing under and by virtue of
the General Corporation Law of the State of Delaware.
DOES HEREBY CERTIFY:
FIRST: That at a meeting of the Board of Directors of Krantor Corporation
resolutions were duly adopted setting forth a proposed amendment of the
Certificate of Incorporation of said corporation, declaring said amendment to be
advisable. The resolution setting forth the proposed amendment is as follows:
RESOLVED, that this corporation shall and is hereby authorized to amend its
certificate of incorporation to increase the amount of authorized stock
available to be issued by this corporation from 15,000,000 shares of stock to
30,000,000 shares of stock divided into 29,900,000 shares of common stock and to
allow the issuance of further securities to facilitate processing of this
corporation's business expansion opportunities. The certificate of incorporation
of this corporation be so amended by:
1. Changing the first paragraph of Article FOURTH therein, first sentence
therein to read as follows:
"The total number of shares of stock with the corporation shall have
authority to issue is thirty million (30,000,000). "
2. Changing the paragraph in article numbered FOURTH which now reads:
"The 15,000,000 authorized shares shall be divided into 14,900,000 common
shares, par value $.001 per share, and 100,000 Class A Preferred Stock, par
value $.001 per share."
So that, as amended, said paragraph shall be and read as follows:
"The 30,000,000 authorized shares shall be divided into 20,900,000 common
shares, par value $.001 per share, and 100,000 Class A Preferred Stock, par
value $.001 per share"
RESOLVED, that the consent of shareholders of this corporation be requested to
adopt the above resolutions, where necessary, in accord with the General
Corporation Law of the State of Delaware.
SECOND: That said amendment was duly adopted in accordance with the provisions
of Section 242 of the General Corporation of Law of the State of Delaware (the
"GCL"), by written consent of a majority of the outstanding stock entitled to
vote thereon, given in accordance with the provisions of Section 228 of the GCL,
with respect to which action written notice has been given as provided in
Section 228 of the GCL.
THIRD: That the capital of said corporation shall not be reduced under or by
reason of said amendment.
IN WITNESS WHEREOF, said corporation has caused this certificate to be signed by
Henry Platek, its President, and Mitchell Gerstein, its secretary, this 26th day
of July , 1996.
By: /s/ Henry Platek, President
--------------------------------
Henry Platek, President
By: /s/ Mitchell Gerstein, Secretary
------------------------------------
Mitchell Gerstein, Secretary
Filed: 7/29/96
EX-2
<PAGE>
CERTIFICATE OF DESIGNATION,
PREFERENCE, RIGHTS AND
LIMITATIONS OF
CLASS A PREFERRED STOCK
OF
KRANTOR CORPORATION
Pursuant to Section 151 of the
General Corporation Law of the State of Delaware
KRANTOR CORPORATION, a corporation incorporated, organized and existing under
the laws of the State of Delaware (the "Corporation"), does hereby certify that
pursuant to the authority conferred on the Board of Directors of the Corporation
by the Certificate of Incorporation, as amended, of the Corporation and in
accordance with Sections 141 and 151 of the General Corporation Law of the State
of Delaware, the Board of Directors of the Corporation on April 15, 1998 adopted
the following resolution modifying in part the designated as Class A Preferred
Stock:
RESOLVED, that pursuant to the authority conferred on the Board of
Directors of this Corporation by the Certificate of Incorporation, the
preferences, rights and limitations of the previously designated Class
A Preferred Stock, par value $.001 per share, of the Corporation are
hereby as follows:
All dividend rights of the Preferred Stock are eliminated and no further
dividends shall accrue or be paid for any period beyond the date of this
resolution and thereby Section 4. "Dividends" is amended in its entirely to read
as follows:
4. Dividends.
Class A Preferred Stock shall not be entitled to any dividends beyond those
given to common stock.
IN WITNESS WHEREROF, Krantor Corporation has caused this Certification to be
signed on its behalf by Henry J. Platek, its President, and its corporate seal
to be hereunto affixed and attested to by Mitchell Gerstein, its Secretary this
15th day of April 1998.
Attest: KRANTOR CORPORATION
BY: /s/ Mitchell Gerstein BY:/s/ Henry J. Platek, Jr.
- ---------------------------- -------------------------------------
Mitchell Gerstein Henry J. Platek, Jr.
Secretary President
Filed: 6/24/98
EX-3
KRANTOR CORPORATION
----------------
Unanimous Consent of Directors
In Lieu of Meeting
----------------
March 7, 1997
----------------
The undersigned, being all of the directors of Krantor Corporation,
hereby consent to, authorize, approve, ratify and adopt the following
resolutions as though done at a formal meeting:
1. Approval for Reverse Split
Resolved, that this corporation declare and implement and does hereby
declare and implement a one (1) for twenty-five (25) reverse stock split of this
corporation's common stock to the holders of this corporation's common stock of
record as of March 10, 1997 as more particularly set forth in the proxy
statement, a copy of which is attached to and made a part hereof, which has been
reviewed by and is hereby approved by all of the undersigned. The designed
business purpose of such reverse stock split is to decrease the number of
outstanding shares in order to improve the marketability of the shares and
generate interest in further equity financing. Such split shall be effectuated
by requesting stockholders subject to the decrease in outstanding securities to
surrender their current stock certificates to be replaced by new certificates
exhibiting and evidencing the decreased share ownership and payment for
resulting fractional shares. The declaration of the referenced reverse stock
split as provided in the proxy statement shall be submitted for review and
acceptance by shareholders holding this corporation's common stock of record as
of March 10, 1997 at the 1996 Annual Stockholders meeting scheduled for April
30, 1997 as hereafter approved and such annual meeting is hereby called to be
held at this corporation's principal offices at 120 East Industry Court, Deer
Park, New York at 10:00 a.m. Upon receipt of such stockholders approval of the
said Reverse Split same shall be implemented by the filing of an Amendment to
this corporation's Certificate of Incorporation in the form as attached to and
made an exhibit hereto, a copy of which has been reviewed and approved by all of
the undersigned.
2. Authorization of Transfer Agent
Resolved, that if and when the stock reverse split of this
corporation's common stock is approved by this corporation's stockholders this
corporation by this consent does authorize this corporation's transfer agent to
effectuate the referenced and resolved stock split by issuing replacement
certificates, as current certificates are surrendered, exhibiting share amounts
proportionate to the decrease in shares outstanding on the record date at the
rate of one (1) share for each twenty-five (25) current shares owned of record
on the record date, and said transfer agent is hereby authorized to reflect
resultant decrease in individual shareholdings on the official stock records of
this corporation.
3. Notice to Shareholders
Resolved, that if and when the stock reverse split of this
corporation's common stock is approved by this corporation's stockholders the
appropriate officers of this corporation are authorized to send notice to all
shareholders of this corporation notifying them of the change in their
securities ownership as a result of the reverse split and directing them to
surrender their stock certificates for replacement with certificates exhibiting
ownership of the decreased shares, in substantially the format attached hereto
and made a part hereof, such form of notice having been reviewed and approved by
each of the undersigned.
4. Amendment to By-Laws
Resolved, that the By-Laws of this corporation be amended to provide
that where Shareholder approval is requested or mandated on any particular
matter that a quorum for purposes of having a legally convened shareholders
meeting, whether special or annual, shall be at least one third the number of
shares outstanding on the record date for such shareholders meeting.
EX-4
<PAGE>
5. Election of Board of Directors
Resolved, At the stated 1996 Annual Meeting, the following persons are
hereby nominated for election or re-election to the Board of Directors by the
stockholders of this corporation:
Henry J. Platek, Jr.
Mair Faibish
Mitchell Gerstein
Dominic Marsicovetere
Michael Ferrone
6. Proxy Statement
Resolved, that a Proxy and Proxy Statement, in substantially the format
as attached to and made a part hereof, having been reviewed by all of the
undersigned, shall be mailed and made available to all in connection with the
aforementioned 1996 Annual Meeting.
7. Implementation
Resolved, that the proper officers of this corporation be and they are
hereby authorized and directed to do or cause to be done any and all such acts
and things and to execute and deliver any and all such further documents and
papers as they may deem necessary or appropriate to carry into effect the full
intent and purpose of the foregoing resolutions.
/s/ Henry J. Platek, Jr.
--------------------------
Henry J. Platek, Jr.
/s/ Mair Faibish
--------------------------
Mair Faibish
/s/ Mitchell Gerstein
--------------------------
Mitchell Gerstein
/s/ Dominic Marsicovetere
--------------------------
Dominic Marsicovetere
/s/ Michael Ferrone
--------------------------
Michael Ferrone
EX-5
DISTRIBUTORSHIP AGREEMENT
This agreement (hereinafter the "Agreement") is made and executed in
New York this 1st day of October , 1996 between ASIA LEGEND TRADING LTD, Asia,
PRC, China Republic Corporation (hereinafter "Asia") and NEW ERA FOODS, INC.
(USA) Inc., a New York Corporation with offices at 120 East Industry Court, Deer
Park, New York (hereinafter "NEF").
WITNESSETH
WHEREAS Asia is an acquiror, developer, and Seller with complete
authority for the continued sale of frozen squid processed and sold under the
brand names "Tenda" and "Piccolo" (the "Product") as well as other frozen
seafood items.
WHEREAS Asia is willing to grant exclusive distributorship rights in
the United States and otherwise non-exclusive rights under terms and conditions
whereby Asia would receive a set price for the Product and have rights of
consultation and approval for marketing strategies; and
WHEREAS NEF is a consumer product sales distributor based in the United
States and represents that it possesses the technical facilities and ability to
promote the sale and use of the Product as developed by Asia and is desirous of
developing demand for and selling such Products and other items offered for sale
by Asia on an exclusive basis in the United States and on an exclusive and/or
non-exclusive basis elsewhere outside the United States; and
WHEREAS NEF has expressed a willingness to accept responsibilities for
the distribution of the Product on the terms and conditions set forth herein,
and Asia has agreed to negotiate a distributorship contract with NEF based upon
such understandings; and
WHEREAS Agent is a US domestic corporation acting in an indenpendent
contractor capacity, as consultant, business administrator, and US contact for
Asia through whom US business of Asia is conducted.
NOW THEREFORE, the parties hereto acknowledge the above stated
understandings and in furtherance of mutual compliance therewith and in
consideration of the mutual covenants hereinafter contained, the parties agree
as follows:
I. REPRESENTATIONS AND WARRANTIES
1.1 NEF represents and warrants that it is an authorized corporation
formed in the United States and it has full right, power and authority to
distribute consumer products in the United States and other jurisdictions
outside the United States where distribution of Asia's Product under the terms
of this Agreement is contemplated by NEF and NEF will maintain such authority in
all such jurisdictions during the full term of this Agreement.
1.2 NEF, and Asia each to the other represent and warrant that they
have full right, power and authority to enter this Agreement and to perform the
same in accordance with the terms, provisions and conditions hereof and in the
manner herein specified.
EX-6
<PAGE>
1.3 NEF represents and warrants that it is versed in the general
customs and usages of the grocery supply industry in which the Product is
expected to be sold and that it has inspected representative samples of the
Product, is familiar with the literature describing Asia, and its Product, and
understands the uses and methods for which the Product was designed, and intends
to distribute the Product only for its intended use.
1.4 Asia represents that the Product is saleable in the United States,
and they individually and through Agent, and Agent also represents that and they
are familiar with and the Product conforms with all applicable government
regulation both in United States and elsewhere where NEF may be asked to
distribute the Product as may be necessary for sale of the Product or otherwise
as may restrict or prohibit sale of the Product.
II. DISTRIBUTORSHIP
2.1 Asia appoints NEF as the exclusive distributor for the sale of its
Product within the bounds of the United States, which area may be subsequently
increased or otherwise changed with the mutual consent of the parties hereto.
The area wherein NEF is allowed an exclusive distributorship for the sale of the
Product is hereinafter referred to as the "Exclusive Territory".
2.2 During the continuance of this Agreement and the exclusive
distributorship granted to NEF hereunder, Asia shall not appoint any other or
different person, firm, corporation or other entity to sell the same products in
the Exclusive Territory.
2.3 Asia appoints NEF as a distributor for the sale if its Product on a
non-exclusive basis in any other area or jurisdiction outside the United States
where NEF is qualified to do business and where Asia has not or does not
subsequently appoint an exclusive distributor, if requested by NEF, and when NEF
is qualified to distribute products. The area wherein NEF is allowed a
non-exclusive distributorship for the sale of the Product is hereinafter
referred to as the "Non-Exclusive Territory".
2.4 NEF agrees to discontinue any sales in any Non-Exclusive Territory
where, after notice in writing from Asia to NEF, Asia subsequently appoints an
exclusive distributor, and in such case NEF shall be allowed a reasonable time
to close its operations, if any, in such area.
2.5 NEF accepts the appointment to develop demand for and to sell the
Product within both the Exclusive Territory and the Non-Exclusive Territory and
will make all sales hereunder in accordance with the terms and conditions of
this Agreement.
2.6 For purposes of this Agreement, Agent shall act as the
representative for Asia in the United States and all business conducted under
this Agreement between Asia and NEF shall be processed through Age nt as though
Agent were the product supplier, to which exclusive agency arrangement Asia
hereby agrees, and any communications wuth, payments to, acceptance of
instructions from, or other contact with Agent by NEF regarding any aspect of
the business between Asia and NEF as described and/or provided herein, shall be
considered as having been handled with and through Asia the same as authorized
by this Agreement whether or not such acts and information shall be otherwise
considered confidential.
2.7 As a distributor as appointed under the terms of this Agreement NEF
shall act as an independent contractor and shall market the Product for
distribution and sale directly from Asia to the purchaser thereof arranged by
NEF.
EX-7
<PAGE>
2.8 In connection with sales and other distribution of the Product by
NEF in both the Exclusive Territory and Non-Exclusive Territory NEF shall obtain
all necessary licenses and regulatory approvals and will otherwise comply with
all governmental regulations applicable to sale and other distribution of the
Product by NEF except that Asia shall be solely responsible for compliance with
and shall cover the cost for, independent of NEF, all government regulation,
regardless of origin, necessary to have the Product available for the sale in
the United States and other jurisdictions within both the Exclusive Territory
and the Non-Exclusive Territory, which costs shall in no event be included in
the calculation of or allowed as deductions from, the price set forth for the
sale of the Product through NEF.
2.9 In addition to distribution of the Product, NEF shall use its best
efforts to establish a trade business in the United States in and interest in
the purchase of other grocery products available, to become available, or
potentially available from or through Asia and the reasonable costs of such
development shall be the responsibility of Asia, the costs thereof being borne
by NEF but advanced or otherwise financed by Asia provided such costs are
reasonable and any costs of significant amounts are where possible disclosed in
advance to Asia and approved (which approval shall not be unreasonably
withheld).
2.10 Asia reserves the right to, on notification to NEF, require Asia
approval of any significant expenditures in connection with this Agreement for
which Asia is made responsible prior to NEF incurring such expense.
2.11 "Significant Expenditures" as such term is utilized in this
Agreement shall mean expenditures relating to any marketing activity of NEF
which exceeds or is expected to exceed $50,000.
2.12 Product liability risks and risks of non-compliance with
applicable government regulation, as well as risk of loss not caused by willful
misconduct or gross negligence of NEF as such risks pertain to the Product or
other products sold or distributed by NEF for or on behalf of Asia shall be the
sole responsibility of Asia for which Asia shall and does hereby indemnify NEF.
2.13 NEF will be responsible to provide all services required to
transact in the frozen squid and grocery businesses in the United States
including but not limited to billing, collections, payables, inventory
maintenance and receivables support. Asia will provide all the financing
required after reviewing each transaction as it is submitted for payment. NEF
will be responsible to pay all operating expenses relating to the administration
of this Agreement out of NEF compensation. Asia will only be responsible to pay
for direct product costs including shipping and insurance and insure collections
are properly received and accounted for prior to remitting NEF compensation due
on each transaction to NEF.
EX-8
<PAGE>
III. TERM
The term of this Agreement shall be ten (10) years from the date
hereof, with two successive five year extensions without change in terms (unless
agreed to by the parties hereto in writing, and conditioned upon NEF not being
in material default under the terms of this Agreement when the request for
extension is made) as may be requested in writing in advance by NEF, and as may
be further extended by mutual consent between the parties, unless earlier
terminated in accordance with and as specified in Article VI.
IV. CONSIDERATION
4.1 NEF shall pay to Asia (through Agent) as and for the consideration
for the granting by Asia to NEF of the rights to sell the Product in the
Exclusive Territory and Non-Exclusive Territory, royalties, administrative fees
and financing charges (apportioned between all as is agreeable to Asia)
(hereinafter the "Consideration") to be paid to Asia on the Product sales of NEF
in an amount equal to 2.25% of the net pre-tax profit on Sales proceeds for the
Product or products sold which net profit shall be based upon a wholesale (the
"Wholesale Price") price list for such products provided to and agreeable to
NEF, .25% of such Consideration shall be payable to Asia (in Asia's name through
Agent, unless otherwise instructed in writing by Asia)in restricted common stock
issued pursuant to Regulation S as long as and to the extent that Asia is and
continues to be qualified to acquire such stock in Krantor Corporation
(hereinafter "Krantor") (public parent corporation to NEF) the amount of shares
per dollar of Consideration to be based upon the then current market value of
publicly traded common stock in Krantor.
Asia, Agent, their successors and assigns shall not, as stockholder,
partner, principal agent, employee or otherwise, directly or indirectly engage
in any business of any nature or type conducted by NEF and subject to this
Agreement which shall in any manner compete with the business of NEF subject to
this Agreement or limit or preclude to NEF the opportunity of increasing or
expanding its business, without the prior written consent of NEF.
4.2 In consideration for Asia or their duly authorized designee
providing the Product and/or other products to NEF for further sale and
distribution by NEF in accord with this Agreement, on credit and consignment to
NEF, and as security for doing so, NEF shall at the initiation of the joint
venture provided for by this Agreement loan and transfer to Asia $2,000,000 in
cash and inventory as collateral security for performance by NEF as provided in
and in accord with this Agreement. Interest at an annual rate of 5% shall accrue
on such monies while held by or for the benefit of Asia and shall be payable by
Asia to NEF along with return of the funds if and when returned to NEF. If there
shall occur any material default by NEF under the terms of this Agreement and if
such default be notified and evidenced to NEF, be undisputed, and remain uncured
for 30 days or more continuous, Asia may enforce recovery of monetary damages
resulting from such default against said funds, and such recovery shall be the
exclusive manner of Asia receiving any monetary damages. If the claimed default
is disputed in writing by the party claimed to have defaulted, such disputes
shall be solved using the same procedure as with terminating of this Agreement
(See Section VI infra) although access to the said funds shall be available to
the aggrieved party if default is confirmed in such litigation. Asia shall also
maintain a lien interest in such funds as security for sale or return of the
Product or other products transferred to NEF for further sale in accord with
this Agreement. Possession of said funds shall be sufficient to perfect the said
lien interest, but financing statements may be filed if such is deemed advisable
by legal counsel to Asia. This agreement and arrangements as provided herein re:
the $900.00 funds shall take effect upon receipt by Asia of said funds and need
not be memorialized or otherwise provided for in any separate instrument unless
and until so required at the written request of Asia. From time to time, if
business experience warrants, within the sole discretion of NEF, they may elect
to provide Asia with additional collateral funds to help assist in increased
business between NEF and Asia.
4.3 As further security for the covenants within and participation in
the arrangements made per this Agreement by Asia, and as further assurance by
NEF of their performance hereunder, Asia recognizes and relies upon the value
and good-will of Krantor Corporation, ("Krantor) the corporate parent of NEF and
requires a stock pledge of all securities in NEF held by Krantor, which stock
pledge is agreed to by both NEF and Krantor, evidenced by their signatures
provided on this Agreement. Such stock pledge shall also be evidenced by
separate instrument significantly in the form as attached as an exhibit to this
Agreement.
EX-9
<PAGE>
V. PAYMENT AND DELIVERY
5.1 All orders Asia receives for its product from NEF or customers
referred to Asia by NEF and manner of payment therefor are subject to acceptance
by Asia and Asia reserves a right of consultation and approval on marketing
strategies, which approval shall not be unreasonably withheld and such approval
shall be given if marketing methods and strategies by NEF are in conformity with
the usual business practices prevalent in the marketing area. In all events,
shipment of the Product pursuant to the order given by or through NEF shall be
construed as approval.
5.2 Asia shall pay or arrange for payment to NEF all proceeds from sale
of the Product and other sales of products marketed by Asia through NEF as
authorized within the provisions of this Agreement from which NEF shall subtract
the Wholesale Price for such payment and the Consideration (as such terms have
been defined herein) and remit same to Asia, through Agent, the net amounts to
be paid to NEF hereinafter to be referred to as the "Net Proceeds". All Net
Proceeds payable to NEF which are received by Asia shall be forwarded to NEF
within 7 days of receipt by Asia, and/or Agent, and Asia shall provide weekly
summaries of such receipts in writing to NEF. All payments shall be made in US
currency. Compensation to NEF under this Agreement shall hereinafter be referred
to as "NEF Compensation".
EX-10
<PAGE>
5.3 Asia will use its best efforts to fill the accepted orders as
promptly as practicable, subject, however, to delays caused by transportation
conditions, labor or material shortages, strikes or other labor difficulties,
fire or other natural disaster, or other cause of whatever nature beyond the
immediate control of Asia. In all cases Asia will use its best efforts to advise
NEF in advance of any inability to make full and timely delivery of any of the
Product which NEF has previously arranged an order for.
5.4 NEF or its duly designated agent shall be allowed the right to
inspect the Product prior to being packaged and placed for shipment and NEF need
not offer for sale any product thought unsatisfactory in their sole discretion.
5.5 There shall be no minimum amount requirements which NEF shall be
required to have purchased or have arranged for purchase.
5.6 The costs of shipping and of insuring the Product during shipment
shall be borne by Asia and arrangements therefor made by Asia and NEF shall have
no responsibility to customers arranged by them for Product orders to Asia and
NEF shall be indemnified by Asia for claims of damages to such customers for
non-shipment of goods or shipment of defective goods. NEF shall be named as an
additional insured on shipment of all Products by Asia to customers arranged by
NEF.
5.7 In order to enable Asia to have a complete record of all products
sold, NEF shall furnish Asia at such intervals as Asia and NEF shall agree, but
not less than semi-annually, a report of all sales of Asia's Product in the
Exclusive Territory and/or in the Non-Exclusive Territory by NEF.
5.8 Unless Asia shall have authorized or permitted the return of any
Product, Asia shall not be obligated to accept any Product returned, nor to make
any exchange thereof, nor to credit NEF therefor, except in the case of damage
or defect attributable to Asia.
VI. TERMINATION
6.1 This Agreement and the term thereof may be terminated by either
Asia or NEF in the event of the material and substantial breach, violation or
default by the other party of any covenant, condition, warranty or
representation hereunder. Such termination shall become effective ten (10) days
after receipt by the breaching or defaulting party of written notice of such
termination from the other party with the nature of such default and the facts
underlying the default therein specified, unless the party claimed to have
defaulted disputes such claim in writing, upon which occurrence the parties
shall be allowed to litigate the issues and unless otherwise agreed further
performance under this Agreement shall be stayed until the parties are notified
of the results of such litigation without liability to either party being caused
by such delay. Notwithstanding, if the litigation can not be scheduled, heard,
and a decision rendered within one hundred twenty (120) days not caused by
neglect or willful act of the party seeking continuation of the Agreement, this
Agreement shall be terminated and continuance shall require execution of a new
or renewal contract. 6.2 Asia shall not be liable to NEF or customers of Asia
arranged by NEF for any delays in delivery or any failure to deliver due to
causes beyond Asia's control, including but not limited to acts of God, war,
mobilization, civil commotion, riots, embargoes, domestic or foreign
governmental regulations or orders enacted after inception of the joint venture
provided for under the terms of this Agreement, fires, floods, strikes, lockouts
or other difficulties, machinery breakdowns, or shortages of or inability to
obtain shipping space or transportation, not caused by the gross neglect or
willful misconduct Asia.
6.2 Asia shall not be liable to NEF or customers of Asia arranged by
NEF for any delays in delivery or any failure to deliver due to causes beyond
Asia's control, including but not limited to acts of God, War moblization, civil
commotion, riots, embargoes, domestic or foreign governmental regualtions or
orders enacted after inception of the joint venture provided for under the terms
of this Agreement, fires, floods, strikes, lockouts or other difficulties,
machinery breakdowns, or shortages of or inability to obtain shipping space or
transportation, not caused by the gross neglect or willful misconduct Asia.
6.3 The termination of this Agreement, irrespective of the ground
thereof and the party effecting same, shall not relieve any party of its
obligations hereunder prior to the effective date of such termination, nor
thereafter of any of the obligations set forth in Sections 2.7, 2.8, 5.7, 5.8,
and Article VII.
6.4 The parties mutually acknowledge and agree that in the event of any
default by another party under this Agreement, the injury to the aggrieved party
will be irreparable and damages will be inadequate and that, in addition to any
other remedy allowed, the aggrieved party shall, at is option, be entitled to
specific performance of this Agreement.
EX-11
<PAGE>
VII. TRADE SECRETS
NEF agrees that any trade secrets or any other like information of
value relating to the business and/or field of interest of Asia or any of its
affiliates, or of any corporation or other legal entity in which Asia or any of
its affiliates has an ownership interest of more than twenty-five per cent
(25%), including but not limited to, information relating to inventions,
disclosures, processes, systems, methods, formulae, patents, patent
applications, machinery, materials, research activities and plans, costs of
production, contract forms, prices, volume of sales, promotional methods, list
of names or classes of customers, which NEF has heretofore acquired during the
engagement of NEF by Asia or any of its affiliates or which NEF hereafter
acquire during the term of this Agreement as the result of any disclosures to
NEF, or in any other way, shall be regarded as held by Asia and its personnel in
a fiduciary capacity solely for the benefit of Asia, its successors and assigns,
and shall not at any time, either during the term of this Agreement or
thereafter, be disclosed, divulged, furnished, or made accessible by NEF or its
personnel to anyone, or be otherwise used by them, except in the regular course
of business of Asia or its affiliates. Information shall for the purposes of
this Agreement be considered to be secret if not known by the trade generally,
even though such information may have been disclosed to one or more third
parties pursuant to distribution agreements, joint venture agreements and other
agreements entered into by Asia or any of its affiliates.
EX-12
<PAGE>
VIII. MISCELLANEOUS
9.1 Distributor Not Made an Agent. It is agreed that this Agreement
does not constitute NEF the agent or legal representative of Asia for any
purpose whatsoever. NEF is not granted any right or authority to assume or to
create any obligation or responsibility, express or implied, on behalf of or in
the name of Asia or to bind Asia in any manner or thing whatsoever.
9.2 Governing Law. This contract shall be governed by and construed
according to the laws of the State of New York, but all questions and
controversies, if any, shall be settled in United States Federal Court having
jurisdiction and location within the State of New York.
9.3 Further Assurances. At any time, and from time to time, after the
date of this Agreement, each party will execute such additional instruments and
take such action as may be reasonably requested by the other party to confirm or
perfect title to any property transferred or to be transferred in accordance
with the terms hereof or otherwise to carry out the intent and purposes of this
Agreement.
9.4 Assignment. This Agreement is personal to the parties and shall
incur only to their benefit or the benefit of any further entity into which said
parties may merge under law. This Agreement cannot be assigned by any party
except by or with the written consent of the other party. Nothing herein
expressed or implied is intended or shall under any circumstances be construed
to confer upon or give any person, firm or corporation other than the parties
hereto and their respective legal representatives, any rights or benefits under
or by reason of this Agreement.
9.5 Notices. All notices, demands and other communications hereunder
shall be deemed to have been duly given if delivered or mailed, certified or
registered mail, with postage prepaid, or served personally on a party at his
respective address as hereinabove recited or at such other address as such party
may, from time to time, provide in writing to the other party for such purpose.
9.6 Complete Agreement. This Agreement constitutes a complete statement
of all of the arrangements, understandings and agreements between the parties
with respect to the subject matter hereof. All prior memoranda and oral
understandings with respect thereto are merged into this Agreement. Except as
aforesaid, neither of the parties hereto shall rely on any statement by or in
behalf of any other party which is not contained in this Agreement.
9.7 Interpretation. Whenever possible, each Article of this Agreement
shall be interpreted in such manner as to be effective and valid under
applicable law, but if any Article is unenforceable or invalid under such law,
such Article shall be ineffective only to the extent of such unenforceability or
invalidity, and the remainder of such Article and the balance of this Agreement
shall in such event continue to be binding and in full force and effect.
9.8 Non-Waiver. The terms, provisions and covenants hereinbefore
contained shall be specifically enforceable. The failure by either party hereto
to enforce any provision of this Agreement shall not operate or be construed as
a waiver of any right, power or privilege contained in that provision or any
other provision of this Agreement.
9.9 Headings. The headings of all Articles or within any Articles
herein specified are for the convenience of locating information only and shall
have no substantive effect on or be construed as assisting in the interpretation
of any of the terms, covenants or conditions of this Agreement.
In Witness Whereof, the parties hereto have caused this Agreement to be
executed the day and year first above written.
WITNESS: NEW ERA FOODS, INC.
by /S/ Mair Faibish, Vice President
-----------------------------------
Mair Faibish, Vice President
WITNESS: ASIA LEGEND TRADING LTD
by /s/ Wei Wei, Resident Director
---------------------------------
Wei Wei, Resident Director
WITNESS KRANTOR CORPORATION
by
----------------------------------
EX-13
DISTRIBUTORSHIP AGREEMENT
This Agreement (hereinafter the "Agreement") is made and executed in New York,
New York this 31st day of December, 1997 between Fabrica De Tabaco Valle Dorado,
SA ("hereinafter "DR"), a Dominican Republic corporation with principal offices
at Zona Franca Licey Km 5 Carretera Stgo, Moca, Santiago, D.R. and Gran Reserve
Corporation Inc., a Nevada corporation (hereinafter "GR"), with principal
offices at 40 Underhill Blvd., Syosset, NY 11791
WITNESSETH
WHEREAS DR is a manufacturer of cigars in the Dominican Republic; and
WHEREAS DR is willing to grant exclusive distributorship and marketing rights in
the United States and elsewhere worldwide where requested; and
WHEREAS GR is a consumer product sales distributor based in the United States;
desires to sell and distribute tobacco products developed to their
specifications (hereinafter the "Product"); and represents that it possesses the
ability to promote the sale and use of the Product manufactured by DR and is
desirous of developing demand for and selling such Product on an exclusive
basis; and
WHEREAS in order for DR to grant any distribution and marketing rights to GR, GR
must be willing to accept full responsibility for obtaining all necessary
governmental approvals and compliance with all further applicable governmental
regulations, except where the responsibility otherwise of DR therefor would not
be allowed by law to be assigned or otherwise transferred to GR as the
designated distributor and GR must further be willing to indemnify DR against
any liability arising from failure to meet those responsibilities; and
WHEREAS GR has expressed a willingness to accept the conditions as above
outlined and purchase, sell and otherwise distribute the Product on the terms
and conditions set forth herein, and DR has agreed to negotiate a
distributorship contract with GR based upon such understandings.
NOW THEREFORE, the parties hereto acknowledge the above stated understandings
and in furtherance of mutual compliance therewith and in consideration of the
mutual covenants hereinafter contained, the parties agree as follows:
EX-14
<PAGE>
I. REPRESENTATIONS AND WARRANTIES
A) GR represents and warrants:
(i) that it has full right, power and authority to market and distribute
consumer products in the United States and other jurisdictions outside the
United States where distribution of the Product under the terms of this
Agreement is contemplated by GR and GR will maintain such authority in all such
jurisdictions during the full term of this Agreement.
(ii) that it has full right, power and authority to enter this Agreement and to
perform the same in accordance with its terms, provisions and conditions and in
the manner herein specified.
B) DR represents and warrants:
(i) that it owns and/or has exclusive rights to possess and operate for purposes
of the growing of tobacco for and the manufacture of the cigars of kind and in
the amounts as contemplated by this Agreement sufficient assets which assets
include all of those stated in or covered by the certified financial statements
of DR as of 8/31/97 (included as a part of this Agreement) which assets are and
shall remain available for the full term of this Agreement.
(attach such schedule)
(ii) that it has authority to enter this Agreement and offer the participation
in the sale of cigars as provided to GR herein.
(iii) that the landlord facilities to which DR has exclusive possession as
represented herein have the capacity to produce up to at least 180,000 cigars
per month within any 12 month period.
II. PRODUCT
The Product shall be a line of cigars and other tobacco products, the
specifications of which shall be determined by GR and presented to DR and DR
shall confirm its ability to meet such specifications and manufacture such
Product in sufficient quantities within the specified time periods requested by
GR. If GR is satisfied that DR is able to continuously meet such qualifications,
DR shall remain as the exclusive source for the acquisition for resale of the
Product by GR. All of the labels produced by DR will be subject to this
Agreement including but not limited to "Almirante," "Don Otilio," "Breton
Legend," "Havana Blend Suarez," "Grand Reserve" and "Andulleros" and any other
brands that may be developed in the future and GR shall have a continual
interest in the tradename rights to such labels until it shall relinquish such
by further agreement, regardless of whether the length of such ownership exceeds
the Term of this Agreement, and no other person other than DR shall have any
ownership interest or authority regarding use of such tradenames unless with the
express written consent of GR, which consent shall not be unreasonably withheld,
unless such right of GR is waived or otherwise terminated by agreement of GR in
writing.
EX-15
<PAGE>
III. DISTRIBUTORSHIP
3.1 DR appoints GR as the exclusive distributor and sales organization, on an
independent contractor basis, for the sale of its full product line (including
the Product) worldwide except as shall be otherwise agreed and accepted by GR in
writing.
3.2 During the continuance of this Agreement and the exclusive distributorship
granted to GR hereunder, DR shall not appoint any other or different person,
firm, corporation or other entity to sell the same products.
3.3 GR accepts the appointment to develop demand for and sell the Product and
will make all sales hereunder in accordance with the terms and conditions of
this Agreement.
3.4 As a distributor and sales organization as appointed under the terms of this
Agreement GR shall act as an independent contractor and shall purchase the
Product for distribution directly from DR and sell such Product as the title
owner thereof under product labels as agreed by both GR and DR, including but
not limited to the Suarez Gran Reserva label to which GR represents it has
exclusive ownership.
3.5 In connection with sales and other distribution of the Product by GR shall
obtain all necessary licenses and regulatory approvals and will otherwise comply
with all governmental regulations applicable to sale and other distribution of
the Product including all related to importing/exporting of the Product and GR
shall advance such funds as are necessary therefor.
3.6 GR represents that it has conducted all research and has taken all other
actions which it has thought necessary to familiarize itself with regulatory
requirements for sale and distribution of the Product in the area and
jurisdictions wherein GR contemplates distribution and in entering this
Agreement accepts sole responsibility for all regulatory compliance and
specifically accepts any and all risk associated with regulatory approvals not
being in place at the execution hereof.
EX-16
<PAGE>
IV. TERM
The term of this Agreement shall be twenty five years (the "Initial Term") from
the date hereof with an exclusive option to GR to extend the term up to an
additional 25 years (the "Extended Term"), which term may be extended by mutual
consent between the parties.
V. CONSIDERATION
5.1 In addition to GR's purchase of the Product from DR at DR cost of
manufacture as specified in the Price Schedule and Cost Analysis Outline (the
"Price Schedule") attached hereto, DR shall participate in the profits received
by GR from its sales of DR products by GR equal to 50% of net profits by GR
based on GR's net profits, determined after deduction from gross receipts on
sale of the Product of cost of goods sold, returns and allowances, freight,
distribution, selling, general and administrative expenses promotional expense,
and all applicable taxes on importation and sale of the Product.
5.2 DR and GR shall continue to design and develop additional products
encompassing the general concepts of the Product, and all further designs of DR
or GR in which GR has principal input in this regard shall be property of GR and
subject to the same distribution rights in GR as provided herein.
5.3 DR and the principals thereof shall not during the term of this Agreement
and for one (1) year thereafter, as stockholder, director, officer, partner,
principal, agent, employee or otherwise, directly or indirectly engage in any
business of any nature or type presently conducted by DR as encompassed by this
Agreement which shall in any manner compete with the business of GR or limit or
preclude to GR the opportunity of increasing or expanding its business in the
sale of tobacco products, without the prior written consent of GR.
VI. PAYMENT AND DELIVERY
6.1 DR reserves a right of consultation and approval on all marketing strategies
regarding the distribution of the Product, which approval shall not be
unreasonably withheld and which approval shall be given if marketing methods and
strategies by GR are in conformity with the usual business practices prevalent
in the marketing area. In all events, shipment of the Product pursuant to the
order given by GR shall be construed as approval.
6.2 DR will use its best efforts to fill the accepted orders as promptly as
practicable, subject, however, to delays caused by transportation conditions,
labor or material shortages, strikes or other labor difficulties, fire or other
natural disaster, or other cause of whatever nature beyond the control of DR. In
all cases DR will use its best efforts to advise GR in advance of any inability
to make full and timely delivery of any of the Product which GR has previously
ordered.
EX-17
<PAGE>
6.3 GR shall pay DR for its Product ordered by GR the price of the individual
Product line items as stated in the schedule (hereinafter the "Price List")
attached hereto and made a part hereof (hereinafter the "Price") which in all
events shall not exceed the cost to DR to manufacture the Product, which cost,
at the request of GR, shall be evidenced in writing, which Price List may be
revised from time to time as costs change or new products are added, and same
shall be binding if and when signed onto by DR and GR. Further items may be
added from time to time to the Product line and the Price thereof added to the
Price List. All payment shall be made in United States currency.
6.4 DR shall be paid the full Price owing from GR for each shipment by GR upon
and at the time of delivery to, satisfactory inspection by, and acceptance by
GR.
6.5 The costs of shipping and of insuring the Product during shipment shall be
borne by GR but be an administrative cost deducted from the proceeds of further
sale of the Product by GR before determining "profit" for distribution between
DR and GR, as hereinafter provided.
6.6 GR will arrange for insurance and be named as beneficiary thereof covering
insuring the shipment of the Product purchased by GR, such insurance to be
carried for the maximum amount customarily carried and available for similar
goods.
6.7 The carrier/shipper (the "Carrier") and insurer shall be as designated in
the sole discretion of GR and DR notified in advance of the preparations made by
GR regarding same.
6.8 In order to enable DR to have a complete record of all products sold, GR
shall furnish DR at such intervals as DR and GR shall agree, but not less than
monthly, a report of all sales of products produced by DR.
VII. PROMOTION
(i) GR shall promote the Product and shall advance all costs associated
therewith (to be included in all calculations as a cost of distribution to be
deducted from sale proceeds to determine "net profit" for purposes of
distribution of the Consideration stated for this Agreement - see previous
Section V Consideration). In this regard and in furtherance of such promotion GR
will provide DR with a limited amount of free samples for each cigar size for
which distribution is sought under this Agreement. GR may purchase larger
amounts for sales promotion purposes at cost to DR.
EX-18
<PAGE>
(ii) GR would advance the costs needed for the sale, promotion, marketing,
advertising, shipping to customers and all applicable taxes. GR would be
responsible for setting up convention booths and shows and all other publicity
vehicles. All such costs will be subject to review and approval by DR.
VIII. TRADE SECRETS
8.1 GR agrees that any trade secrets or any other like information of value
relating to the business and/or field of interest of DR or any of its
affiliates, or of any corporation or other legal entity in which DR or any of
its affiliates has an ownership interest of more than twenty-five per (25%),
including but not limited to, information relating to inventions, disclosures,
processes, systems, methods, formulae, patents, patent applications, machinery,
materials, research activities and plans, costs of production, contract forms,
prices, volume of sales, promotional methods, list of names or classes of
customers, which GR has heretofore acquired during the engagement of GR by DR or
any of its affiliates or which GR may hereafter acquire during the terms of this
Agreement as the result of any disclosures to GR, or in any other way, shall be
regarded as held by GR and its personnel in a fiduciary capacity solely for the
benefit of DR, its successors or assigns, and shall not at any time, either
during the term of this Agreement or thereafter, be disclosed, divulged,
furnished, or made accessible by GR or its personnel to anyone, or be otherwise
used by them, except in the regular course of business of DR or GR or their
affiliates consistent with this Agreement. Information shall for the purposes of
this Agreement be considered to be secret if not known by the trade generally,
even though such information may have been disclosed to one or more third
parties pursuant to distribution agreements, joint venture agreements and other
agreements entered into by DR or any of its affiliates.
8.2 All information regarding marketing methods, contracts, customer lists, or
other sales strategies and results generated by GR shall remain proprietary to
GR and shall be considered Trade Secrets of GR and shall be handled by DR with
same confidentiality standards and obligations as Trade Secrets of DR are to be
handled by GR as provided herein.
8.3 All restrictions and prohibitions regarding Trade Secrets as provided here
shall survive the expiration or other termination of this Agreement and be
binding on all successors and assigns of the parties hereto.
IX. MISCELLANEOUS
9.1 Distributor Not Made An Agent. It is agreed that this Agreement does not
constitute GR the agent or legal representative of DR for any purpose
whatsoever. GR is not granted any right or authority to assume or to create any
obligation or responsibility, express or implied, in behalf of or in the name of
DR or to bind DR in any manner or thing whatsoever and all parties hereto agree
to submit themselves to the jurisdiction of the Courts in the State of New York
competent to hear disputes arising from this Agreement in order to have such
disputes resolved if not, done otherwise by agreement between the parties.
EX-19
<PAGE>
9.2 Governing Law. This contract shall be governed by and construed according to
the laws of the State of New York and all parties hereto agree to submit
themselves to the jurisdiction of the courts of the State of New York competent
to hear disputes arising from this Agreement in order to have such disputes
resolved if not done otherwise by agreement between the parties.
9.3 Further Assurances. At any time, and from time to time, after the date of
this Agreement, each party will execute such additional instruments and take
such action as may be reasonably requested by the other party to confirm or
perfect title to any property transferred or to be transferred in accordance
with the terms hereof or otherwise to carry out the intent and purposes of this
Agreement.
9.4 Non Compete. This Agreement shall bind the parties hereto, their successors
and assigns as to all covenants regarding consideration and trade secrets and
the parties hereto and their executive officers shall not compete with any of
the parties hereto through the sale and distribution of similar products while
GR shall remain in the business of selling and/or distributing cigar products
for DR under the terms of this Agreement.
9.5 Assignment. This Agreement is personal to the parties and shall inure only
to their benefit or the benefit of any further entity into which said parties
may merge under law. This Agreement cannot be assigned by any party except by or
with the written consent of the other party. Nothing herein expressed or implied
is intended or shall under any circumstances be construed to confer upon or give
any person, firm or corporation other than the parties hereto and their
respective legal representatives, any rights or benefits under or by reason of
this Agreement.
9.6 Notices. All notices, demands and other communications hereunder shall be
deemed to have been duly given if delivered or mailed, certified or registered
mail, with postage prepaid, or served personally on a party at his respective
address as hereinabove recited or at such other address as such party may, from
time to time, provide in writing to the other party for such purpose.
9.7 Complete Agreement. This Agreement constitutes a complete statement of all
of the arrangements, understandings and agreements between the parties with
respect to the subject matter hereof. All prior memoranda and oral
understandings with respect thereto are merged into this Agreement. Except as
aforesaid, neither of the parties hereto shall rely on any statement by or in
behalf of any other party which is not contained in this Agreement.
EX-20
<PAGE>
9.8 Interpretation. Whenever possible, each Article of this Agreement shall be
interpreted in such a manner as to be effective and valid under applicable law,
but if any Article is unenforceable or invalid under such law, such Article
shall be ineffective only to the extent of such unenforceability or invalidity,
and the remainder of such Article and the balance of this Agreement shall in
such event continue to be binding and in full force and effect.
9.9 Inquiries. All inquiries regarding any Products or similar Products
manufactured and/or sold by DR and/or GR shall be directed to GR for response.
9.10 Non-Waiver. The terms, provisions and covenants hereinbefore contained
shall be specifically enforceable. The failure by either party hereto to enforce
any provision of this Agreement shall not operate or be construed as a waiver of
any right, power or privilege contained in that provision or any other provision
of this Agreement.
9.11 Headings. The headings of all Articles or within any Articles herein
specified are for the convenience of locating information only and shall have no
substantive effect on or be construed as assisting in the interpretation of any
of the terms, covenants or conditions of this Agreement.
In Witness Whereof, the parties hereto have caused this Agreement to be
executed the date and year first above written.
WITNESS: Fabrica De Tabaco Valle Dorado, SA
_______________________ by /s/ Pedro Breton
--------------------------------
Pedro Breton
WITNESS: Gran Reserve Corporation
_______________________ by /s/ Stephen Barbella
--------------------------------
Stephen Barbella
EX-21
List of Subsidiaries
Corporation State of Incorporation
- ----------- ----------------------
New Era Foods Inc. Nevada
Island Wholesale Grocers Inc. New York
Premium Cigar Wrappers Inc. New York
EX-22
