Document And Entity Information
Document And Entity Information - shares | 9 Months Ended | |
Mar. 31, 2016 | May. 16, 2016 | |
Document And Entity Information [Abstract] | ||
Entity Registrant Name | XFIT BRANDS, INC. | |
Entity Central Index Key | 1,623,554 | |
Document Type | 10-Q | |
Document Period End Date | Mar. 31, 2016 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --06-30 | |
Entity Filer Category | Smaller Reporting Company | |
Entity Common Stock, Shares Outstanding | 20,595,500 | |
Trading Symbol | XFTB | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2,016 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Mar. 31, 2016 | Jun. 30, 2015 |
Current Assets | ||
Cash | $ 32,892 | $ 51,016 |
Accounts receivable | 182,209 | 92,823 |
Royalties receivable | 65,413 | 75,000 |
Inventory | 278,993 | 169,292 |
Prepaid expenses | 143,974 | 333,572 |
Total Current Assets | 703,481 | 721,703 |
Long Term Assets | ||
Property and equipment, net | 37,904 | 42,292 |
Other assets | ||
Deposits | 23,466 | 27,480 |
Intangible assets, net | 25,212 | 52,264 |
TOTAL ASSETS | 790,063 | 843,739 |
Current Liabilities | ||
Accounts payable | 713,276 | 446,063 |
Related party payable | 95,620 | 95,620 |
Accrued expenses and interest | 97,685 | 129,182 |
Customer deposits | 108,850 | $ 158,467 |
Line of credit | 34,194 | |
Total Current Liabilities | 1,049,625 | $ 829,332 |
Note payable, net | 2,392,056 | 1,705,417 |
Total Liabilities | $ 3,441,681 | $ 2,534,749 |
Commitments and contingencies (Note 8) | ||
Stockholders' Deficit | ||
Preferred stock, par value $0.0001 per share, 10,000,000 shares authorized, no shares issued and outstanding as of March 31, 2016 and June 30, 2015 | ||
Common stock, $0.0001 par value, 1,250,000,000 shares authorized, 20,595,500 and 20,367,500 shares issued and outstanding as of March 31, 2016 and June 30, 2015, respectively | $ 2,059 | $ 2,037 |
Additional paid in capital | 4,502,855 | 4,317,444 |
Accumulated deficit | (7,156,532) | (6,010,491) |
Total Stockholders' Deficit | (2,651,618) | (1,691,010) |
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT | $ 790,063 | $ 843,739 |
Condensed Consolidated Balance3
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Mar. 31, 2016 | Jun. 30, 2015 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 1,250,000,000 | 1,250,000,000 |
Common stock, shares issued | 20,595,500 | 20,367,500 |
Common stock, shares outstanding | 20,595,500 | 20,367,500 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Mar. 31, 2016 | Mar. 31, 2015 | Mar. 31, 2016 | Mar. 31, 2015 | |
Revenues: | ||||
Product sales | $ 681,431 | $ 526,826 | $ 1,813,949 | $ 1,300,148 |
Royalties | 62,500 | 15,413 | 192,940 | |
Net revenues | $ 681,431 | 589,326 | 1,829,362 | 1,493,088 |
Cost of revenues | 376,140 | 376,828 | 1,021,471 | 982,587 |
Gross Profit | 305,291 | 212,498 | 807,891 | 510,501 |
Operating expenses | ||||
General and administrative | 437,403 | 310,142 | 1,284,908 | 1,187,497 |
Sales and marketing | 88,305 | 126,124 | 262,501 | 227,845 |
Total operating expenses | 525,708 | 436,266 | 1,547,409 | 1,415,342 |
(Loss) Income from operations | (220,417) | (223,768) | (739,518) | (904,841) |
Interest expense | $ (147,974) | $ (107,007) | $ (406,530) | (278,918) |
Other income | 14,758 | |||
Net (Loss) Income | $ (368,391) | $ (330,775) | $ (1,146,048) | $ (1,169,001) |
Loss per common share - basic and diluted | $ (0.02) | $ (0.02) | $ (0.06) | $ (0.06) |
Weighted average shares outstanding - basic and diluted | 20,592,500 | 20,000,000 | 20,592,500 | 20,000,000 |
Condensed Consolidated Stateme5
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 9 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Cash flows from operating activities | ||
Net loss | $ (1,146,048) | $ (1,169,001) |
Adjustments to reconcile net loss to net cash used in operating activities | ||
Depreciation and amortization | 45,551 | 11,544 |
Amortization of debt issuance costs and loan discount | 142,696 | 106,700 |
Stock based compensation | 135,000 | $ 232,314 |
Value of options issued to employees | 433 | |
Changes in operating assets and liabilities: | ||
Accounts receivable | (89,386) | $ (75,653) |
Royalties receivable | 9,587 | (6,867) |
Inventory | 109,701 | (16,625) |
Prepaid expenses | 189,598 | $ (9,989) |
Deposits | 4,014 | |
Accounts payable | 267,222 | $ 224,403 |
Accrued expenses and interest | 62,445 | 112,763 |
Customer deposits | (49,618) | 81,530 |
Net cash used in operating activities | (538,207) | (508,881) |
Cash flows from investing activities | ||
Acquisition of intangible assets | (9,000) | (11,096) |
Purchase of property and equipment | (5,111) | (51,389) |
Net cash used in investing activities | (14,111) | $ (62,485) |
Cash flows from financing activities | ||
Payment of line of credit | (19,227) | |
Proceeds from line of credit | $ 53,421 | |
Payment of related party payable | $ (42,626) | |
Debt issuance costs | (25,969) | |
Proceeds from increase in PIMCO note payable | $ 500,000 | 500,000 |
Net cash provided by financing activities | 534,194 | 431,405 |
Net decrease in cash | (18,124) | (139,961) |
Cash at beginning of period | 51,016 | 360,323 |
Cash at end of period | 32,892 | 220,362 |
Supplemental cash flow information: | ||
Cash paid for interest | 115,860 | $ 199,689 |
Non-cash investing and financing activities: | ||
Value of common shares issued as a loan fee | $ 50,000 | |
Distribution | $ 100,000 | |
Issuance of common stock in exchange for LLC interests | $ 55,000 |
Nature of the Business and Sign
Nature of the Business and Significant Accounting Policies | 9 Months Ended |
Mar. 31, 2016 | |
Accounting Policies [Abstract] | |
Nature of the Business and Significant Accounting Policies | NOTE 1 - NATURE OF THE BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES History of the Company XFit Brands, Inc. (XFit or the Company) was incorporated on September 16, 2014 under the laws of the State of Nevada. The fiscal year of the Company is June 30. XFits principal business activity is the design, development, and worldwide marketing and selling of functional equipment, training gear, apparel and accessories for the impact sports market and fitness industry. Products are marketed and sold under the Throwdown® brand name to gyms, fitness facilities and directly to consumers via an internet website and through third party catalogues through a mix of independent distributors and licensees throughout the world. These financial statements represent the condensed consolidated financial statements of XFit and its wholly owned operating subsidiaries Throwdown Industries Holdings, LLC (Holdings), Throwdown Holdings, LLC (TDLLC), and Throwdown Industries, Inc. (TDINC). On September 26, 2014, XFit entered into a Contribution and Exchange Agreement with TD Legacy, LLC (TD Legacy) and Holdings under which TD Legacy contributed all of its membership interest in Holdings to XFit in exchange for the issuance by XFit of 20,000,000 shares of common stock to TD Legacy. The result of this transaction was that Holdings became a wholly owned subsidiary of XFit. Forward Stock Split On March 28, 2016, the Board of Directors approved a 1-for-5 forward split of its outstanding shares of common stock (and proportional increase of its authorized common stock from 250 million shares to 1.25 billion shares) with a record date of April 14, 2016 and an effective date of April 15, 2016. Prior to the split, the Company had 4,118,500 shares issued and outstanding and after the split, the Company had 20,592,500 shares issued and outstanding. All references in the unaudited condensed consolidated financial statements and notes to unaudited condensed consolidated financial statements, numbers of shares, and share amounts have been retroactively restated to reflect the 1-for-5 forward split, unless explicitly stated otherwise. Basis of presentation The accompanying condensed consolidated financial statements are unaudited, but in the opinion of management, reflect all adjustments necessary to fairly state the Companys financial position, results of operations, and cash flows as of and for the dates and periods presented. The consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America (GAAP) for interim financial information. These unaudited condensed consolidated financial statements should be read in conjunction with the Companys audited financial statements and footnotes as of and for the years ended June 30, 2015 and 2014, which were filed with the Companys annual report form 10K on September 28, 2015. The results of operations for the nine months ended March 31, 2016 are not necessarily indicative of results that may be expected for the year ending June 30, 2016, or for any other interim period. Basis of Consolidation The condensed consolidated financial statements include the accounts of XFit, Holdings and TDINC. All significant intercompany transactions and balances have been eliminated in consolidation. The Company also consolidates any variable interest entities (VIEs), of which it is the primary beneficiary, as defined within Accounting Standards Codification (ASC) 810. The Company does not have any VIEs that are required to be consolidated as of March 31, 2016 or June 30, 2015. Recent Accounting Pronouncements The Company has implemented all new accounting standards and does not believe that there are any other new accounting pronouncements that have been issued that may have a material impact on the consolidated financial statements. In April 2015, the Financial Accounting Standards Board (FASB) issued ASU 2015-03, Interest-Imputation of Interest: Simplifying the Presentation of Debt Issuance Costs . Income (Loss) per Share The basic loss per share is calculated by dividing the Companys net loss available to common shareholders by the weighted average number of common shares during the period. The diluted net loss per share is calculated by dividing the Companys net income (loss) available to common shareholders by the diluted weighted average number of shares outstanding during the period. The diluted weighted average number of shares outstanding is the basic weighted average number of shares adjusted for any potentially dilutive debt or equity. Diluted net loss per share is the same as basic net loss per share due to the lack of dilutive items. As of March 31, 2016 and June 30, 2015, the Company had 2,311,945 and 2,263,060, respectively, of potential shares exercisable that are attributable to the PIMCO warrant, which have been excluded as their effect is anti-dilutive. Use of Estimates Condensed consolidated financial statements prepared in accordance with GAAP require management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Among other things, management has estimated the collectability of its accounts receivable, the valuation of long-lived assets, and equity instruments issued for financing. Actual results could differ from those estimates. Loan Discounts and Loan Fees The Company amortizes loan discounts over the term of the loan using the effective interest method. Costs associated with obtaining financing are capitalized and amortized over the term of the related loans using the effective interest method. As of March 31, 2016 and June 30, 2015, the Company had total gross debt issuance costs of $199,632 and $149,632, respectively. Accumulated amortization of the debt issuance costs was $99,982 and $46,990 for the nine month periods ended March 31, 2016 and 2015, respectively, which was recorded as a component of interest expense on the condensed consolidated statements of operations. Subsequent Events In accordance with ASC 855, the Company evaluated subsequent events through May 16, 2016, which was the date the consolidated financial statements were available for issue. |
Property and Equipment, Net
Property and Equipment, Net | 9 Months Ended |
Mar. 31, 2016 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment, Net | NOTE 2 - PROPERTY AND EQUIPMENT, NET Property and equipment consisted of the following at: March 31, 2016 June 30, 2015 (Unaudited) Office furniture and equipment $ 51,794 $ 46,233 Warehouse equipment 15,254 13,254 Molds and dies 4,200 6,650 Total, cost 71,248 66,137 Accumulated Depreciation (33,344 ) (23,845 ) Property and equipment, net $ 37,904 $ 42,292 Depreciation expense for the nine month periods ended March 31, 2016 and 2015 was $9,499 and $7,532, respectively. |
Intangible Assets, Net
Intangible Assets, Net | 9 Months Ended |
Mar. 31, 2016 | |
Intangible Assets, Net (Excluding Goodwill) [Abstract] | |
Intangible Assets, Net | NOTE 3 - INTANGIBLE ASSETS, NET Intangible assets consisted of the following at: March 31, 2016 June 30, 2015 (Unaudited) Transformations exercise fitness program $ 62,500 $ 62,500 Trademark and patent 7,811 4,396 Computer software 5,584 Total, cost 75,895 66,896 Accumulated amortization (50,683 ) (14,622 ) Intangible assets, net $ 25,212 $ 52,264 Amortization expense for the nine months ended March 31, 2016 and 2015 was $35,324 and $3,742, respectively. |
Note Payable
Note Payable | 9 Months Ended |
Mar. 31, 2016 | |
Debt Disclosure [Abstract] | |
Note Payable | NOTE 4 - NOTE PAYABLE The note payable is comprised of the following at: March 31, 2016 June 30, 2015 (Unaudited) Note payable $ 2,620,198 $ 2,085,128 Add: accrued interest added to note principal 58,870 Less: unamortized loan discount (187,362 ) (277,070 ) Less: unamortized debt issuance costs (99,650 ) (102,641 ) Total note payable, net $ 2,392,056 $ 1,705,417 On June 10, 2014, the Company entered into a Note Purchase Agreement with Pacific Investment Management Company (PIMCO) that authorized the issuance of up to $2,500,000. On June 12, 2014, the Company entered into a Senior Secured Note (Note) whereby the Company drew $1,500,000. The note bears interest at 14% and an effective interest rate of 21%. This Note is collateralized by all of the assets of the Company. On February 6, 2015, the Company drew down an additional $500,000 of funds on the PIMCO Note Payable. Following the February 6, 2015 draw, the principal balance payable (including accrued interest added to the principal amount) on the PIMCO note was $2,044,300, and the Company had an additional $500,000 available to draw on this loan facility. The full principal balance outstanding related to this note is due in June 2017. The Note includes various covenants, including but not limited to, having annual audited financial statements within 90 days of the end of the fiscal year. Effective March 31, 2016, the Company is in compliance with all covenants. In connection with the Note, the Company granted warrants to acquire up to 10% of the Companys capital stock based on an aggregate enterprise fair market value of $15.0 million. The Company valued the warrants using the Black-Scholes option pricing model with the following variables: annual dividend yield of 0%; expected life of 10 years; risk free rate of return of 2.92%; and expected volatility of 0%. The Company estimated the value of the warrants to be $377,480, which is recorded as a loan discount and is being amortized under the effective interest method to interest expense over the term of the loan. On September 30, 2015, in consideration of the draw-down of the remaining $500,000 available on the PIMCO Note Payable, the Company issued 50,000 shares of its common stock at a fair value of $50,000 as determined by the Companys board of directors. This amount was recorded as a loan fee to be amortized over the remaining term of the PIMCO Note Payable. On October 20, 2015, the Company drew the remaining $500,000 available under its delayed draw note facility with PIMCO to increase the principal amount under this note (including the accrued interest added to the principal amount) to $2,620,098. A replacement note was issued on this date to reflect the note increase. During the nine month periods ended March 31, 2016 and 2015, the Company amortized $142,696 and $106,700, respectively, of the loan fees and discount which is recorded as a component of interest expense on the consolidated statements of operations. |
Bank Line of Credit
Bank Line of Credit | 9 Months Ended |
Mar. 31, 2016 | |
Line of Credit Facility [Abstract] | |
Bank Line of Credit | NOTE 5 - BANK LINE OF CREDIT On July 24, 2015, the Company entered into an unsecured line of credit with Wells Fargo Bank for up to $35,000. The line of credit bears interest at prime plus 4% and is personally guaranteed by the Companys chief executive officer. As of September 30, 2015, the balance payable on the line of credit was $19,224, which amount was repaid on October 23, 2015. After October 23, 2015, the Company renewed the line of credit and borrowed an additional $34,197. This line of credit has an unpaid balance of $34,194 as of March 31, 2016. |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Mar. 31, 2016 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | NOTE 6 - RELATED PARTY TRANSACTIONS Related Party Payable As of March 31, 2016 and June 30, 2015, the Company has $95,620 and $95,620, respectively, of salaries and bonuses payable to four of its officers and membership interest holders. These bonuses were to cover income taxes relating to bonuses issued during 2009 and current salaries payable. |
Stockholders' Deficit
Stockholders' Deficit | 9 Months Ended |
Mar. 31, 2016 | |
Equity [Abstract] | |
Stockholders' Deficit | NOTE 7 - STOCKHOLDERS DEFICIT On July 1, 2015, the Company issued 75,000 shares of its common stock valued at $75,000 to an employee as a signing bonus. On July 15, 2015, the board of directors approved the issuance of 317,500 stock options to employees to be utilized on a performance and retention basis. On September 30, 2015, the Company issued 50,000 shares of its common stock valued by the Companys board of directors at $50,000 to PIMCO as a loan fee in consideration of the additional $500,000 draw-down on the PIMCO Note Payable that was funded on October 20, 2015. (See Note 4-Note Payable). On November 17, 2015, the Company issued options to purchase 215,000 shares of stock to six employees for services rendered. (See Note 8-Commitments and Contingencies-Stock Incentive Plan) On February 23, 2016, the Company issued 50,000 shares of common stock to an employee and 50,000 shares of common stock to a consultant as part of their former agreements with XFit Brands. The shares were valued at $60,000. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Mar. 31, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | NOTE 8 - COMMITMENTS AND CONTINGENCIES Lease Commitments In June 2015, the Company entered into a lease agreement for approximately 25,788 square feet of warehouse and office space under a 38 month operating lease that commenced on October 1, 2015 and expires on October 31, 2018. The lease has monthly payments starting at $8,252 for the period October 1, 2015 through February 28, 2016. Thereafter, monthly payments range from $16,504 to $17,509 over the term of the lease. The Company previously leased office and warehouse facilities under a lease which expired on November 30, 2015 pursuant to which it paid $4,865 per month which included operating expenses, insurance and property taxes. In June 2015, the Company entered into a sublease of a portion of the premises for the period October 1, 2015 through August 31, 2016, at a monthly rental rate of $5,000 plus a pro-rata portion of the utilities. Rent expense for the nine month periods ended March 31, 2016 and 2015, were $119,303 and $44,565, respectively. Litigation From time-to-time, the Company is subject to various litigation and other claims in the normal course of business. The Company establishes liabilities in connection with legal actions that management deems to be probable and estimable. No amounts have been accrued in the condensed consolidated financial statements with respect to any matters. Stock Incentive Plan On October 21, 2014, the Board of Directors and the Companys sole stockholder adopted the 2014 Stock Incentive Plan. The purpose of the 2014 Stock Incentive Plan is to advance the best interests of the Company by providing those persons who have a substantial responsibility for management and growth of the Company with additional incentive and by increasing their proprietary interest in the success of the Company, thereby encouraging them to maintain their relationships with the Company. Further, the availability and offering of stock options and common stock under the plan supports and increases the Companys ability to attract and retain individuals of exceptional talent upon whom, in large measure, the sustained progress, growth and profitability which the Company depends. The total number of shares available for the grant of either stock options or compensation stock under the plan is 3,000,000 shares of common stock, subject to adjustment. The Board of Directors administers the plan and has full power to grant stock options. On November 17, 2015, the Company issued 215,000 aggregate stock options to six employees. The value of the shares issued was determined to be $433 utilizing the Black-Scholes valuation model based on stock value of $1.00 at the date of issuance, a 5 year life of the options, a discount rate of 1.73%, and a zero percent stock volatility rate. The value of the stock options was $433 and was recorded as stock based compensation expense during the nine months ended March 31, 2016. At March 31, 2016, the Company had not issued any shares under the plan and had granted options to purchase 215,000 shares under the plan. Equity Purchase Agreement On December 17, 2014, the Company entered into an Equity Purchase Agreement Put Shares Maximum Commitment Amount The Equity Purchase Agreement will terminate when any of the following events occur: (i) Kodiak has purchased an aggregate of $5.0 million of the Companys common stock, (ii) on December 31, 2016 or (iii) upon written notice from the Company to Kodiak. Registration Rights Agreement On December 17, 2014, the Company entered into a registration rights agreement with Kodiak Capital, LLC under which the Company is obligated to register the shares to be acquired by Kodiak pursuant to that certain Equity Purchase Agreement dated December 17, 2014, under which Kodiak agreed to purchase up to $5 million of XFit common stock, subject to certain conditions. Asset Purchase Agreement On February 26, 2015, the Company entered into an Asset Purchase Agreement to acquire the exclusive rights, title, and interest in the Transformations exercise and fitness program. The purchase price was $62,500 which comprised of a $7,500 cash payment and fifty-five thousand (55,000) shares of the Companys common stock that was valued at $55,000. The agreement also had a performance based earn out for a period of eighteen (18) months that is based on fifty percent (50%) of all programming services gross revenues derived from the Transformations program, up to a maximum earn out of $187,500. The earn out is payable in tranches and none of the tranches were met as of March 31, 2016. Vendor Credit Agreements On June 18 2015, the Company entered into a Stock Purchase Agreement with Ever Blooming Industrial Limited, whereby the Company issued 100,000 shares of its common stock at $1.00 per share. The purchase price is in the form of a manufacturing credit totaling $100,000 to use for future inventory purchases (the Vendor Credit). The Company can use all or part of the Vendor Credit over the next 12 months until the Vendor Credit is exhausted. As of March 31, 2016 and June 30, 2015, the Company had none and $100,000, respectively, of Vendor Credit included in prepaid expenses on the condensed consolidated balance sheets. On June 26 2015, the Company entered into a Stock Purchase Agreement with Yayu General Machinery Co., LTD, whereby the Company issued 200,000 shares of its common stock at $1.00 per share. The purchase price is in the form of a manufacturing credit of $200,000 to use for future inventory purchases (the Vendor Credit). The Company can use all or part of the Vendor Credit over the next 12 months until the Vendor Credit is exhausted. As of March 31, 2016 and June 30, 2015, the Company had $143,376 and $200,000, respectively, of Vendor Credit included in prepaid expenses in the condensed consolidated balance sheets. |
Subsequent Events
Subsequent Events | 9 Months Ended |
Mar. 31, 2016 | |
Subsequent Events [Abstract] | |
Subsequent Events | NOTE 9 - SUBSEQUENT EVENTS On April 15, 2016, we effectuated a 1-for-5 forward stock split of our common stock, or the Stock Split and a proportional increase in our authorized common stock. As a result of the Stock Split, every one share of our pre-Stock Split common stock was reclassified into five shares of our common stock, see comment in Note 1 above. On May 3, 2016, the Company entered into a Securities Purchase Agreement (SPA) with a single accredited investor (Investor) under which it issued and sold to Investor a promissory note in the principal amount of $125,000 (the Note). The Note has a maturity date of December 31, 2016 and an original issue discount of $20,000. In addition, the Company agreed to pay Investors expenses in connection with the SPA and issuance of the Note. Accordingly, the Company received net proceeds from Investor of $100,000, which proceeds were used for investor relation services. So long as the Note is outstanding, upon any issuance by us of any security with any term more favorable to the holder of such security or with a term in favor of the holder of such security that was not similarly provided to Investor in the Note or the Securities Purchase Agreement, then we will notify Investor of such additional or more favorable term and such term, at Investors option, shall become a part of the Note and/or Securities Purchase Agreement. The types of terms contained in another security that may be more favorable to the holder of such security include, but are not limited to, terms interest rates, and original issue discounts. Interest shall not accrue on the unpaid principal balance of this Note unless an Event of Default occurs. Upon the occurrence of an Event of Default, the outstanding balance of this Note shall bear interest at the rate of fifteen percent (15%) per annum. The Note has a prepayment deadline of November 3, 2016. Events of Default under the Note include failure to pay any amounts when due, including on the prepayment deadline, breach of covenants or representations and warranties or upon voluntary bankruptcy or insolvency proceedings. At any time following the occurrence of an Event of Default, Investor may, by written notice to us, declare all unpaid principal, plus all accrued interest and other amounts due hereunder to be immediately due and payable at the an amount equal to 125% of the outstanding principal amount of the Note at the time of the default (Mandatory Default Amount); provided, however, that for an Event of Default for failure to pay the Note in full on the Prepayment Deadline, Investor will not accelerate the Note unless we fail to pay the Mandatory Default Amount (plus all accrued interest from and after the Event of Default) on the Maturity Date. |
Nature of the Business and Si15
Nature of the Business and Significant Accounting Policies (Policies) | 9 Months Ended |
Mar. 31, 2016 | |
Accounting Policies [Abstract] | |
History of the Company | History of the Company XFit Brands, Inc. (XFit or the Company) was incorporated on September 16, 2014 under the laws of the State of Nevada. The fiscal year of the Company is June 30. XFits principal business activity is the design, development, and worldwide marketing and selling of functional equipment, training gear, apparel and accessories for the impact sports market and fitness industry. Products are marketed and sold under the Throwdown® brand name to gyms, fitness facilities and directly to consumers via an internet website and through third party catalogues through a mix of independent distributors and licensees throughout the world. These financial statements represent the condensed consolidated financial statements of XFit and its wholly owned operating subsidiaries Throwdown Industries Holdings, LLC (Holdings), Throwdown Holdings, LLC (TDLLC), and Throwdown Industries, Inc. (TDINC). On September 26, 2014, XFit entered into a Contribution and Exchange Agreement with TD Legacy, LLC (TD Legacy) and Holdings under which TD Legacy contributed all of its membership interest in Holdings to XFit in exchange for the issuance by XFit of 20,000,000 shares of common stock to TD Legacy. The result of this transaction was that Holdings became a wholly owned subsidiary of XFit. |
Forward Stock Split | Forward Stock Split On March 28, 2016, the Board of Directors approved a 1-for-5 forward split of its outstanding shares of common stock (and proportional increase of its authorized common stock from 250 million shares to 1.25 billion shares) with a record date of April 14, 2016 and an effective date of April 15, 2016. Prior to the split, the Company had 4,118,500 shares issued and outstanding and after the split, the Company had 20,592,500 shares issued and outstanding. All references in the unaudited condensed consolidated financial statements and notes to unaudited condensed consolidated financial statements, numbers of shares, and share amounts have been retroactively restated to reflect the 1-for-5 forward split, unless explicitly stated otherwise. |
Basis of Presentation | Basis of presentation The accompanying condensed consolidated financial statements are unaudited, but in the opinion of management, reflect all adjustments necessary to fairly state the Companys financial position, results of operations, and cash flows as of and for the dates and periods presented. The consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America (GAAP) for interim financial information. These unaudited condensed consolidated financial statements should be read in conjunction with the Companys audited financial statements and footnotes as of and for the years ended June 30, 2015 and 2014, which were filed with the Companys annual report form 10K on September 28, 2015. The results of operations for the nine months ended March 31, 2016 are not necessarily indicative of results that may be expected for the year ending June 30, 2016, or for any other interim period. |
Basis of Consolidation | Basis of Consolidation The condensed consolidated financial statements include the accounts of XFit, Holdings and TDINC. All significant intercompany transactions and balances have been eliminated in consolidation. The Company also consolidates any variable interest entities (VIEs), of which it is the primary beneficiary, as defined within Accounting Standards Codification (ASC) 810. The Company does not have any VIEs that are required to be consolidated as of March 31, 2016 or June 30, 2015. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements The Company has implemented all new accounting standards and does not believe that there are any other new accounting pronouncements that have been issued that may have a material impact on the consolidated financial statements. In April 2015, the Financial Accounting Standards Board (FASB) issued ASU 2015-03, Interest-Imputation of Interest: Simplifying the Presentation of Debt Issuance Costs . |
Income (Loss) Per Share | Income (Loss) per Share The basic loss per share is calculated by dividing the Companys net loss available to common shareholders by the weighted average number of common shares during the period. The diluted net loss per share is calculated by dividing the Companys net income (loss) available to common shareholders by the diluted weighted average number of shares outstanding during the period. The diluted weighted average number of shares outstanding is the basic weighted average number of shares adjusted for any potentially dilutive debt or equity. Diluted net loss per share is the same as basic net loss per share due to the lack of dilutive items. As of March 31, 2016 and June 30, 2015, the Company had 2,311,945 and 2,263,060, respectively, of potential shares exercisable that are attributable to the PIMCO warrant, which have been excluded as their effect is anti-dilutive. |
Use of Estimates | Use of Estimates Condensed consolidated financial statements prepared in accordance with GAAP require management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Among other things, management has estimated the collectability of its accounts receivable, the valuation of long-lived assets, and equity instruments issued for financing. Actual results could differ from those estimates. |
Loan Discounts and Loan Fees | Loan Discounts and Loan Fees The Company amortizes loan discounts over the term of the loan using the effective interest method. Costs associated with obtaining financing are capitalized and amortized over the term of the related loans using the effective interest method. As of March 31, 2016 and June 30, 2015, the Company had total gross debt issuance costs of $199,632 and $149,632, respectively. Accumulated amortization of the debt issuance costs was $99,982 and $46,990 for the nine month periods ended March 31, 2016 and 2015, respectively, which was recorded as a component of interest expense on the condensed consolidated statements of operations. |
Subsequent Events | Subsequent Events In accordance with ASC 855, the Company evaluated subsequent events through May 16, 2016, which was the date the consolidated financial statements were available for issue. |
Property and Equipment, Net (Ta
Property and Equipment, Net (Tables) | 9 Months Ended |
Mar. 31, 2016 | |
Property, Plant and Equipment [Abstract] | |
Summary of Property and Equipment | Property and equipment consisted of the following at: March 31, 2016 June 30, 2015 (Unaudited) Office furniture and equipment $ 51,794 $ 46,233 Warehouse equipment 15,254 13,254 Molds and dies 4,200 6,650 Total, cost 71,248 66,137 Accumulated Depreciation (33,344 ) (23,845 ) Property and equipment, net $ 37,904 $ 42,292 |
Intangible Assets, Net (Tables)
Intangible Assets, Net (Tables) | 9 Months Ended |
Mar. 31, 2016 | |
Intangible Assets, Net (Excluding Goodwill) [Abstract] | |
Summary of Intangible Assets | Intangible assets consisted of the following at: March 31, 2016 June 30, 2015 (Unaudited) Transformations exercise fitness program $ 62,500 $ 62,500 Trademark and patent 7,811 4,396 Computer software 5,584 Total, cost 75,895 66,896 Accumulated amortization (50,683 ) (14,622 ) Intangible assets, net $ 25,212 $ 52,264 |
Note Payable (Tables)
Note Payable (Tables) | 9 Months Ended |
Mar. 31, 2016 | |
Debt Disclosure [Abstract] | |
Schedule of Note Payable | NOTE 4 - NOTE PAYABLE The note payable is comprised of the following at: March 31, 2016 June 30, 2015 (Unaudited) Note payable $ 2,620,198 $ 2,085,128 Add: accrued interest added to note principal 58,870 Less: unamortized loan discount (187,362 ) (277,070 ) Less: unamortized debt issuance costs (99,650 ) (102,641 ) Total note payable, net $ 2,392,056 $ 1,705,417 |
Nature of the Business and Si19
Nature of the Business and Significant Accounting Policies (Details Narrative) - USD ($) | Mar. 28, 2016 | Sep. 26, 2014 | Mar. 31, 2016 | Dec. 31, 2015 | Jun. 30, 2015 |
Financing Receivable, Impaired [Line Items] | |||||
Forward split stock description | 1-for-5 forward split | ||||
Excess stock shares authorized | 250,000,000 | ||||
Common stock, shares authorized | 1,250,000,000 | 1,250,000,000 | |||
Common stock, shares issued | 20,595,500 | 20,367,500 | |||
Common stock, shares outstanding | 20,595,500 | 20,367,500 | |||
Antidilutive securities excluded from computation of earnings per share, amount | 2,311,945 | 2,263,060 | |||
Gross debt issuance costs | $ 199,632 | $ 149,632 | |||
Amortization of debt issuance costs | $ 99,982 | $ 46,990 | |||
April 15, 2016 [Member] | |||||
Financing Receivable, Impaired [Line Items] | |||||
Common stock, shares issued | 4,118,500 | ||||
Common stock, shares outstanding | 4,118,500 | ||||
TD Legacy [Member] | |||||
Financing Receivable, Impaired [Line Items] | |||||
Stock issued during period, shares | 20,000,000 |
Property and Equipment, Net (De
Property and Equipment, Net (Details Narrative) - USD ($) | 9 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation expense | $ 9,499 | $ 7,532 |
Property and Equipment, Net - S
Property and Equipment, Net - Summary of Property and Equipment (Details) - USD ($) | Mar. 31, 2016 | Jun. 30, 2015 |
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 71,248 | $ 66,137 |
Less: Accumulated depreciation | (33,344) | (23,845) |
Total Property and equipment, net | 37,904 | 42,292 |
Office Furniture and Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 51,794 | 46,233 |
Warehouse Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 15,254 | 13,254 |
Molds and Dies [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 4,200 | $ 6,650 |
Intangible Assets, Net (Details
Intangible Assets, Net (Details Narrative) - USD ($) | 9 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Intangible Assets, Net (Excluding Goodwill) [Abstract] | ||
Amortization expense | $ 35,324 | $ 3,742 |
Intangible Assets, Net - Summar
Intangible Assets, Net - Summary of Intangible Assets (Details) - USD ($) | Mar. 31, 2016 | Jun. 30, 2015 |
Total, cost | $ 75,895 | $ 66,896 |
Accumulated Amortization | (50,683) | (14,622) |
Intangible assets, net | 25,212 | 52,264 |
Transformations Exercise Fitness Program [Member] | ||
Total, cost | 62,500 | 62,500 |
Trademark and Patent [Member] | ||
Total, cost | 7,811 | $ 4,396 |
Computer Software [Member] | ||
Total, cost | $ 5,584 |
Note Payable (Details Narrative
Note Payable (Details Narrative) - USD ($) | Oct. 20, 2015 | Sep. 30, 2015 | Feb. 06, 2015 | Feb. 06, 2015 | Mar. 31, 2016 | Mar. 31, 2015 | Jun. 30, 2015 | Jun. 12, 2014 | Jun. 10, 2014 |
Debt Instrument [Line Items] | |||||||||
Note payable | $ 2,620,098 | $ 2,085,128 | |||||||
Fair value of common stock on note payable | 50,000 | ||||||||
Debt issuance costs and loan discount | $ 142,696 | $ 106,700 | |||||||
Warrant [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Percentage of granted warrants acquire | 10.00% | ||||||||
Note payable fair market value | $ 15,000,000 | ||||||||
Dividend yield | 0.00% | ||||||||
Expected life | 10 years | ||||||||
Risk free rate of return | 2.92% | ||||||||
Expected volatility | 0.00% | ||||||||
Estimated value of warrants | $ 377,480 | ||||||||
PIMCO Note Payable [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Company drew an additional funds | $ 500,000 | ||||||||
Note due date | Jun. 30, 2017 | ||||||||
PIMCO Note Payable [Member] | Delayed Draw Note Facility [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Company drew an additional funds | 500,000 | ||||||||
Note payable to the PIMCO Funds ("PIMCO") | $ 2,044,300 | $ 2,044,300 | |||||||
PIMCO [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Note payable | $ 2,620,098 | ||||||||
Company drew an additional funds | 500,000 | ||||||||
Drew down remaining available amount | $ 500,000 | $ 500,000 | |||||||
Common stock shares issued on note payable | 50,000 | ||||||||
Fair value of common stock on note payable | $ 50,000 | ||||||||
Note Purchase Agreement [Member] | PIMCO [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Note payable issuance | $ 2,500,000 | ||||||||
Note Purchase Agreement [Member] | PIMCO [Member] | Senior Secured Note [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Note payable | $ 1,500,000 | ||||||||
Note bears interest rate | 14.00% | ||||||||
Note effective interest rate | 21.00% |
Note Payable - Schedule of Note
Note Payable - Schedule of Note Payable (Details) - USD ($) | Mar. 31, 2016 | Jun. 30, 2015 |
Debt Disclosure [Abstract] | ||
Note payable | $ 2,620,098 | $ 2,085,128 |
Add: accrued interest added to note principal | 58,970 | |
Less: unamortized loan discount | (187,362) | $ (277,070) |
Less: unamortized debt issuance costs | (99,650) | (102,641) |
Total note payable, net | $ 2,392,056 | $ 1,705,417 |
Bank Line of Credit (Details Na
Bank Line of Credit (Details Narrative) - USD ($) | Oct. 23, 2015 | Jul. 24, 2015 | Mar. 31, 2016 | Mar. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 |
Line of credit | $ 34,194 | $ 19,224 | ||||
Line of credit and borrowed additional amount | $ 34,197 | $ 53,421 | ||||
Wells Fargo Bank [Member] | ||||||
Line of credit maximum borrowing | $ 35,000 | |||||
Lineof credit amount repayment date | Oct. 23, 2015 | |||||
Wells Fargo Bank [Member] | Prime Rate [Member] | ||||||
Line of credit interest rate | 4.00% |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) | 9 Months Ended | |
Mar. 31, 2016USD ($)Officers | Jun. 30, 2015USD ($) | |
Related Party Transactions [Abstract] | ||
Salaries and bonuses payable | $ | $ 95,620 | $ 95,620 |
Number of officers and membership holders | Officers | 4 |
Stockholders' Deficit (Details
Stockholders' Deficit (Details Narrative) - USD ($) | Feb. 23, 2016 | Nov. 17, 2015 | Oct. 20, 2015 | Sep. 30, 2015 | Jul. 15, 2015 | Jul. 02, 2015 | Mar. 31, 2016 | Mar. 31, 2015 |
Class of Stock [Line Items] | ||||||||
Number of common stock shares issued for employee as performance bonus | 317,500 | |||||||
Fair value of common stock on note payable as loan fee in consideration | $ 50,000 | |||||||
Six Employees [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Number of stock options issued | 215,000 | |||||||
Employees [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Number of common stock shares issued | 50,000 | |||||||
Number of common stock value issued | $ 60,000 | |||||||
Consultant [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Number of common stock shares issued for services | 50,000 | |||||||
PIMCO [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Common stock shares issued as loan fee in consideration | 50,000 | |||||||
Fair value of common stock on note payable as loan fee in consideration | $ 50,000 | |||||||
Company drew an additional funds | $ 500,000 | |||||||
Signing Bonus [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Number of common stock shares issued | 75,000 | |||||||
Number of common stock value issued | $ 75,000 |
Commitments and Contingencies (
Commitments and Contingencies (Details Narrative) | Nov. 17, 2015USD ($)$ / sharesshares | Jun. 26, 2015USD ($)$ / sharesshares | Jun. 18, 2015USD ($)$ / sharesshares | Feb. 26, 2015USD ($)shares | Dec. 17, 2014USD ($) | Jun. 30, 2015USD ($)ft² | Mar. 31, 2016USD ($)shares | Mar. 31, 2015USD ($) | Oct. 21, 2014shares |
Other Commitments [Line Items] | |||||||||
Rent expense | $ 119,303 | $ 44,565 | |||||||
Value of options issued to employees | 433 | ||||||||
Cash payment of purchase price | 9,000 | $ 11,096 | |||||||
Equity Purchase Agreement [Member] | Kodiak Capital LLC [Member] | |||||||||
Other Commitments [Line Items] | |||||||||
Long-term purchase commitment, amount | $ 5,000,000 | $ 5,000,000 | |||||||
Noncontrolling interest, ownership percentage by non-controlling owners | 9.99% | ||||||||
Purchase agreement termination closing date | Dec. 31, 2016 | Dec. 31, 2016 | |||||||
Registration Rights Agreement [Member] | Kodiak Capital LLC [Member] | |||||||||
Other Commitments [Line Items] | |||||||||
Registration payment arrangement, maximum potential consideration | $ 5,000,000 | ||||||||
Asset Purchase Agreement [Member] | |||||||||
Other Commitments [Line Items] | |||||||||
Total purchase price | $ 62,500 | ||||||||
Cash payment of purchase price | $ 7,500 | ||||||||
Number of common stock shares issued for purchases of assets | shares | 55,000 | ||||||||
Number of common stock value issued for purchases of assets | $ 55,000 | ||||||||
Performance based earn out period | 18 months | ||||||||
Performance percentage | 50.00% | ||||||||
Maximum earn out amount | $ 187,500 | ||||||||
Stock Purchase Agreement [Member] | Ever Blooming Industrial Limited [Member] | |||||||||
Other Commitments [Line Items] | |||||||||
Number of common stock shares issued for consideration of future inventory purchases | shares | 100,000 | ||||||||
Common stock price per share | $ / shares | $ 1 | ||||||||
Number of common stock value issued for consideration of future inventory purchases | $ 100,000 | ||||||||
Vendor credit period | 12 months | ||||||||
Prepaid expenses | $ 0 | ||||||||
Stock Purchase Agreement [Member] | Yayu General Machinery Co., LTD[Member] | |||||||||
Other Commitments [Line Items] | |||||||||
Number of common stock shares issued for consideration of future inventory purchases | shares | 200,000 | ||||||||
Common stock price per share | $ / shares | $ 1 | ||||||||
Number of common stock value issued for consideration of future inventory purchases | $ 200,000 | ||||||||
Vendor credit period | 12 months | ||||||||
Vendor Credit Agreements [Member] | Ever Blooming Industrial Limited [Member] | |||||||||
Other Commitments [Line Items] | |||||||||
Prepaid expenses | $ 100,000 | ||||||||
Vendor Credit Agreements [Member] | Yayu General Machinery Co., LTD[Member] | |||||||||
Other Commitments [Line Items] | |||||||||
Prepaid expenses | $ 200,000 | $ 143,376 | |||||||
Six Employees [Member] | |||||||||
Other Commitments [Line Items] | |||||||||
Number of stock options issued | shares | 215,000 | ||||||||
Fair value of shares issued | $ 433 | ||||||||
Stock price per share | $ / shares | $ 1 | ||||||||
Stock options life | 5 years | ||||||||
Stock option discount rate | 1.73% | ||||||||
Stock option volatility rate | 0.00% | ||||||||
Shares based compensation | $ 433 | ||||||||
2014 Stock Incentive Plan [Member] | |||||||||
Other Commitments [Line Items] | |||||||||
Share-based compensation arrangement by share-based payment award, number of shares available for grant | shares | 3,000,000 | ||||||||
Number of options issued to purchase shares of common stock | shares | 215,000 | ||||||||
Warehouse Facilities [Member] | |||||||||
Other Commitments [Line Items] | |||||||||
Lease expiration date | Nov. 30, 2015 | ||||||||
Operating leases rent expense | $ 4,865 | ||||||||
October 1, 2015 Through August 31, 2016 [Member] | Premises [Member] | |||||||||
Other Commitments [Line Items] | |||||||||
Sublease rent expense | $ 5,000 | ||||||||
Lease Agreement [Member] | |||||||||
Other Commitments [Line Items] | |||||||||
Area of square feet | ft² | 25,788 | ||||||||
Operating lease period | 38 months | ||||||||
Lease expiration date | Oct. 31, 2018 | ||||||||
Lease Agreement [Member] | Minimum [Member] | |||||||||
Other Commitments [Line Items] | |||||||||
Operating leases rent expense | $ 16,504 | ||||||||
Lease Agreement [Member] | Maximum [Member] | |||||||||
Other Commitments [Line Items] | |||||||||
Operating leases rent expense | 17,509 | ||||||||
Lease Agreement [Member] | October 1, 2015 Through February 28, 2016 [Member] | |||||||||
Other Commitments [Line Items] | |||||||||
Operating leases rent expense | $ 8,252 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - USD ($) | Apr. 15, 2016 | Mar. 28, 2016 |
Forward split stock description | 1-for-5 forward split | |
Subsequent Event [Member] | ||
Forward split stock description | 1-for-5 forward stock split | |
Subsequent Event [Member] | Securities Purchase Agreement [Member] | Investor [Member] | ||
Promissory note principal amount | $ 125,000 | |
Promissory note maturity date | Dec. 31, 2016 | |
Original issue discount | $ 20,000 | |
Proceeds from Investor | $ 100,000 | |
Promissory note interest rate | 15.00% | |
Promissory note payable equal to outstanding principal amount of note | 125.00% |