NightFood Holdings, Inc. - Quarter Report: 2015 December (Form 10-Q)

U.S. SECURITIES AND EXCHANGE COMMISSION

 Washington, D.C. 20549

FORM 10-Q

☒  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarter ended: December 31, 2015

Or

☐  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Transition Period from ___________ to____________

Commission File Number: 000-55406

NightFood Holdings, Inc.

(Exact name of registrant as specified in its charter)

888-888-6444

(Registrant's telephone number, including area code)

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 requirement for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act (Check One):

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12(b)-2 of the Exchange Act). Yes ☐ No ☒

Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date. At February 8, 2016, the registrant had outstanding 28,052,432 shares of common stock.

Table of Contents

NightFood Holdings, Inc.

Financial Statements

For the three and six months ended December 31, 2015 and December 31, 2014

Item 1. Financial Statements 

NightFood Holdings, Inc.

CONDENSED CONSOLIDATED BALANCE SHEETS

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

NightFood Holdings, Inc.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

NightFood Holdings, Inc.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

NightFood Holdings, Inc.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

FORWARD LOOKING STATEMENT INFORMATION

Certain statements made in this Quarterly Report on Form 10-Q involve known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. You can identify these statements by the fact that they do not relate strictly to historical or current facts, and use words such as “anticipate,” “believe,” “estimate,” “expect,” “forecast,” “may,” “should,” “plan,” “project,” “will” and other words of similar meaning. The forward-looking statements included herein are based on current expectations that involve numerous risks and uncertainties. Our plans and objectives are based, in part, on assumptions involving judgments with respect to, among other things, future economic, competitive and market conditions, technological developments related to business support services and outsourced business processes, and future business decisions, all of which are difficult or impossible to predict accurately and many of which are beyond our control.

Although we believe that our assumptions underlying the forward-looking statements are reasonable, any of the assumptions could prove inaccurate and, therefore, there can be no assurance that the forward-looking statements included in this Quarterly Report on Form 10-Q will prove to be accurate. In light of the significant uncertainties inherent in the forward-looking statements included herein particularly in view of the current state of our operations, the inclusion of such information should not be regarded as a statement by us or any other person that our objectives and plans will be achieved. Factors that could cause actual results to differ materially from those expressed or implied by such forward-looking statements include, but are not limited to, the factors set forth under the headings “Business” and “Risk Factors” within our Annual Report on Form 10-K for the fiscal year ended June 30, 2015, as well as the other information set forth herein.

OVERVIEW

We are a snack development, marketing and distribution company relying on our unique product, unique product positioning, and our marketing expertise to develop and market nutritional/snack foods that are appropriate for evening snacking. Our first product is the NightFood nutrition bar, currently available in two flavors (Cookies n’ Dreams, and Midnight Chocolate Crunch).

DEVELOPMENT PLANS

NightFood bars are currently available in approximately 1,300 GNC locations throughout the United States. In addition, our products are available in several hundred stores in the New York and Philadelphia Metropolitan areas, such as C-Town, Met Food, and Key Food supermarkets, gourmet delis such as the Old Nelson Food Company, 7-Eleven stores, and many other independent supermarkets, delis, bodegas, and convenience stores.

On January 15, 2016, The Company secured its first purchase order from a major national food distributor, KeHE Distributors, LLC. KeHE operates approximately 10 distribution centers throughout the United States, serving major supermarket chains, independent grocery stores, natural food stores, and other specialty product retailers throughout the United States. We believe this relationship will be a springboard to rapid national distribution, providing the product moves with sufficient velocity through these new retail channels.

The Company’s brokers continue to help The Company and their distributors add mainstream retail distribution points in the eastern portion of the country, with an initial focus on stores in the health & natural channels, as well as grocery stores and supermarkets. The focus from all levels of the distribution network is to make available NightFood snack products in mainstream retail outlets and to increase access to our products for consumers in our target market, as we shift our distribution focus away from the specialty nutrition vertical and retailers such as GNC, our largest customer to date.

During the prior two quarters, The Company invested significant resources in developing new branding and packaging for NightFood products. We hired a top-tier branding firm to conceptualize and design new packaging. The Company completed an initial production run with the new packaging on January 22, 2016. The run consisted of approximately 100,000 bars of each of our two current flavors, and we’ve moved from a 6-pack to a 12-pack, which is more common in mass retail for this type of product. Costs and price points on a per bar basis remain unchanged.

The product from the new run will begin to be introduced into retail outlets during the next several weeks. While we will continue to utilize some of our previous inventory to supply certain retail accounts, the new branding is an important piece of the distribution puzzle, as we believe will drive increased consumer trial and adoption. We believe the new packaging is more appropriate for our current product line and the benefits we have set out to deliver to our target audience, and will allow us to be more effectively merchandised in snack sections of stores.

The previous version of NightFood packaging branded our products as a dietary supplement, with functional benefits to the consumer, and communicated to the consumer in a dry and logical manner. Our new packaging positions NightFood more as a better-for-you snack. It focuses more on the “softer benefits” of NightFood. The message is that, with NightFood, consumers can still snack at night, but without the stress and guilt that comes from consuming unhealthy, yet extremely popular, nighttime snack options such as cookies, chips, ice cream, and candy. While we maintain there is tremendous credence and value to the scientific and health benefits delivered by consuming NightFood compared to those other snacks as communicated on our previous packaging, we believe that consumers will be more motivated to adopt our products based on the more emotional, and less benefit focused appeal our new packaging delivers.

During July of 2015, The Company decided to largely discontinue investment in paid Facebook advertising and promotion of our direct-to-consumer advertising campaign until we had more mainstream retail distribution. Although we deemed that campaign successful, we stated in our 10K filed on September 30, 2015 that it was our intent to pause the campaign to assess retail lift, and preserve inventory and cash until we had broader distribution and more resources. As we continue to expand retail distribution, we will consider the benefits of reestablishing said campaign.

For the quarter ended June 30, 2015, we spent $13,210 on Facebook ads. For the quarter ended September 30, 2015, we spent $7,422 on Facebook ads, with over 98% of that spend happening in the month of July. For the current reporting quarter, ended December 31, 2015, The Company spent $1,365 on Facebook ads, primarily as narrow-range experiments for market research. We anticipated that such a decrease in advertising spend would result in minimal revenues, or even negative net revenues, for the quarter.

Our focus at this time is on strategic expansion of distribution, and growth of our brand. As distribution continues to expand, we expect revenue growth to steadily gain momentum during calendar 2016, leading to eventual profitability. Investors should note that our long term vision requires patience, and that it is unlikely that The Company will be profitable in the immediate future. We believe patience and discipline will pay off in the long term for our company, and our investors.

Continued implementation of our business plan is dependent on our ability to raise additional capital to invest in marketing, product inventory, and operations to support the expanded distribution and new sales outlets.

INFLATION

Inflation can be expected to have an impact on our operating costs. A prolonged period of inflation could cause a general economic downturn and negatively impact our results. However, the effect of inflation has been minimal over the past three years.

SEASONALITY

We do not believe that our business will be seasonal to any material degree.

RESULTS OF OPERATIONS FOR THE THREE AND SIX MONTH PERIOD ENDED DECEMBER 31, 2015 AND DECEMBER 31, 2014.

For the three and six months ended December 31, 2015, we had revenues of $(338) due to some adjustments in sales allowances of approximately $3,300 and $21,155 respectively, and incurred a net loss of $148,747 and $285,193 respectively. These losses were largely attributable to expenses related to developing and expanding our distribution network, establishing our new branding and packaging, and professional and consulting fees.

For the three and six months ended December 31, 2014, we had revenues of $31,704 and $63,607 respectively, and incurred a net loss of $66,048 and $125,410 respectively

For the current reporting quarter, the three months ended December 31, 2015, The Company is reporting $24,417 in “advertising costs”. Less than 6% of that total ($1,347) is for paid advertising, and over 85% of that total ($20,913) was for graphic design work related to our new packaging.

Revenue

Our net revenues for the three month period ended December 31, 2015 were $(338) ) due to some adjustments in sales allowances of approximately $3,300 compared to $31,704 for the three month period ended December 31, 2014. We received no major purchase orders during this quarter. The majority of the revenues resulted from direct to consumer sales via our website and from Amazon.com via the “Fulfilled by Amazon” program. These revenues were offset by certain sales allowances.

Our net revenues for the six month period ended December 31, 2015 were $21,155 compared to $63,607 for the six month period ended December 31, 2014. The majority of our YTD revenue was derived from direct to consumer sales of NightFood as part of our Facebook advertising campaign, and the majority of this occurred in July of 2015. The balance of YTD revenues were derived from retail sales direct to consumers via Amazon.com through their “Fulfilled by Amazon” program, and from a purchase order received by Abraham Natural Foods, a regional distributor of healthy snack products.

Our revenues for the three and six month periods ended December 31, 2014 were largely driven by two purchase orders from GNC, our largest customer to date.

Inventory

As of December 31, 2015, we had approximately $15,758 worth of product in inventory, along with $52,000 in prepaid inventory deposits, compared to $46,936 worth of product in inventory as of June 30, 2015. During the first quarter of FY 2016, in conjunction with the new branding and packaging currently in development, the Company made the decision to dispose of its old product packaging inventory resulting in a charge to cost of goods sold of $11,662.

Operating Expenses

Operating expenses increased by $53,163 for the three month period ended December 31, 2015, from $94,942 for the three month period ended December 31, 2014. The increase was primarily due to expenses related to graphic design of our new packaging, and consulting and professional fees related to managing the company and building our distribution network.

Operating expenses increased by $122,560 for the six month period ended December 31, 2015, from $183,171 for the six month period ended December 31, 2014. The increase was primarily due to expenses related to graphic design of our new packaging, the booking of an expense (as yet, unpaid) for upcoming public relations, and consulting and professional fees related to managing the company and building our distribution network.

Customers

For the three month period ending December 31, 2015, substantially all revenues resulted from sales of NightFood direct to consumer.

LIQUIDITY AND CAPITAL RESOURCES

As of December 31, 2015, we had cash on hand of $19,818, and inventory value of $15,758 and vendor deposits for our next production run of $52,000. During the quarter ended December 31, 2015, we successfully raised $175,000 through the private sale of our common stock. These proceeds were used largely to fund distribution related activities, as well as our new branding and packaging.

Subsequent to December 31, 2015, we raised an additional $61,250 through sales of our common stock. The Company has limited available cash resources and we do not believe our cash on hand will be adequate to satisfy our ongoing working capital needs. The Company is continuing to raise capital through private placement of our common stock to finance the Company’s operations, of which it can give no assurance of success. However, we believe that our current capitalization structure, combined with the continued expansion in distribution, will enable us to achieve successful financings to continue our growth.

Because the business is new and has limited operating history and relatively few sales, no certainty of continuation can be stated. Management is taking steps to raise additional funds to address its operating and financial cash requirements to continue operations in the next twelve months. Management has devoted a significant amount of time in the raising of capital from additional debt and equity financing. However, the Company’s ability to continue as a going concern is dependent upon raising additional funds through debt and equity financing and generating revenue. There are no assurances the Company will receive the necessary funding or generate revenue necessary to fund operations.

Even if the Company is successful in raising additional funds, the Company cannot give any assurance that it will, in the future, be able to achieve a level of profitability from the sale of its products to sustain its operations. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. The accompanying financial statements do not include any adjustments to reflect the possible future effects on recoverability and reclassification of assets or the amounts and classification of liabilities that may result from the outcome of this uncertainty.

Since our inception, we have sustained operating losses. During the six months ended December 31, 2015, we incurred a net loss of $285,193 compared to $125,410 for the six months ended December 31, 2014.

During the six months ended December 31, 2015, net cash used in operating activities was $220,684 compared to $133,409 for the six months ended December 31, 2014.

During the six months ended December 31, 2015, net cash aggregating $224,443 was provided by financing activities, which represents $231,000 in net proceeds from private sales of our common stock, offset by required principal payments of $1,557 of our bank loan and a $5,000 short-term loan repayment to Mr. Sean Folkson.

From our inception in January 2010 through December 31, 2015, we have generated an accumulated deficit of approximately $2,024,401. Assuming we raise additional funds and continue operations, we expect to incur additional operating losses during the remainder of fiscal 2016 and possibly thereafter. We plan to continue to pay or satisfy existing obligation and commitments and finance our operations, as we have in the past, primarily through the sale of our securities and other forms of external financing until such time that we are able to generate sufficient funds from the sale of our products to finance our operations, of which we can give no assurance.

Critical Accounting Policies and Estimates

Our discussion and analysis of our financial condition and results of operations is based on our unaudited condensed consolidated financial statements, which have been prepared in accordance with U.S. generally accepted accounting principles. The preparation of these unaudited condensed consolidated financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent liabilities. On an on-going basis, we evaluate past judgments and our estimates, including those related to allowance for doubtful, allowance for inventory write-downs and write offs, deferred income taxes, provision for contractual obligations and our ability to continue as a going concern. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.

Note 2 to the consolidated financial statements, presented in our Annual Report on Form 10-K for the fiscal year ended June 30, 2015, describe the significant accounting estimates and policies used in preparation of our consolidated financial statements. There were no significant changes in our critical accounting estimates during the three months ended December 31, 2015.

OFF BALANCE SHEET ARRANGEMENTS

None

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

No report required.

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

Disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) are designed to ensure that information required to be disclosed in reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms. Disclosure and control procedures are also designed to ensure that such information is accumulated and communicated to management, including the chief executive officer and chief financial officer, to allow timely decisions regarding required disclosures.

We carried out an evaluation, under the supervision and with the participation of management, including our principal executive officer and principal financial officer, of the effectiveness of the design and operation of our disclosure controls and procedures as of December 31, 2015. In designing and evaluating the disclosure controls and procedures, management recognizes that there are inherent limitations to the effectiveness of any system of disclosure controls and procedures, including the possibility of human error and the circumvention or overriding of the controls and procedures. Accordingly, even effective disclosure controls and procedures can only provide reasonable assurance of achieving their desired control objectives. Additionally, in evaluating and implementing possible controls and procedures, management is required to apply its reasonable judgment. Based on the evaluation described above, our principal executive officer and principal financial officer concluded that our disclosure controls and procedures were not effective as of the end of the period covered by this report because we did not document our Sarbanes-Oxley Act Section 404 internal controls and procedures.

As funds become available to us, we expect to implement additional measures to improve disclosure controls and procedures such as implementing and documenting our internal controls procedures.

Changes in internal controls over financial reporting

There was no change in our internal controls over financial reporting that occurred during the period covered by this report, which has materially affected, or is reasonably likely to materially affect, our internal controls over financial reporting.

Limitations on the Effectiveness of Controls

A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the control system’s objectives will be met. The Company’s management, including its Principal Executive Officer and its Principal Financial Officer, do not expect that the Company’s disclosure controls will prevent or detect all errors and all fraud. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple error or mistake. Controls can also be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the controls. The design of any system of controls is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Over time, controls may become inadequate because of changes in conditions or deterioration in the degree of compliance with associated policies or procedures. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.

PART II – OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS.

We are not engaged in any litigation at the present time, and management is unaware of any claims or complaints that could result in future litigation. Management will seek to minimize disputes with its customers but recognizes the inevitability of legal action in today’s business environment as an unfortunate price of conducting business.

ITEM 1A. RISK FACTORS.

Not required for smaller reporting companies.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

During the quarter ended December 31, 2015, we sold an aggregate of 650,000 shares of common stock at $0.25 per share to 5 investors in a private offering under Regulation D. Each investor indicated their investment intent and the certificates, when issued, will bear an appropriate legend reflecting their lack of registration under the Securities Act of 1933, as amended. The proceeds of this sale will be used as working capital to help fund distribution efforts.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

Not applicable.

ITEM 4. MINE SAFETY DISCLOSURES.

Not applicable.

ITEM 5. OTHER INFORMATION.

None.

ITEM 6. EXHIBITS.

SIGNATURES

In accordance with Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

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