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8-K - FORM 8-K - Spiral Toys Inc.form8k_item20211122015723050.htm

 


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 FOR IMMEDIATE RELEASE


Spiral Toys Reports Third Quarter 2015 Results


LOS ANGELES, CA – November 12, 2015 – Spiral Toys (OTCQB: STOY), a leading provider of mobile-connected, wireless entertainment technology, reported results for the third quarter ended September 30, 2015.


Q3 2015 Highlights

·

Revenue totaled $4.3 million compared to $1.5 million for the previous quarter and $98,000 for the same quarter of 2014.

·

Shipped 950,000 CloudPet components to third-party contractors, compared to 339,000 during the previous quarter, bringing the total to approximately 1.3 million.

·

Generated $160,000 of royalty fees compared to $13,000 during the previous quarter based on shipments of 540,000 CloudPets from Spiral Toy’s distributors to retailers.

·

Spiral and its partners developed a new marketing campaign to drive mobile app usage and holiday sales at retailers selling CloudPets including Walmart, Target, Toys“R”Us and Kmart.


Management Commentary

“Our performance during the third quarter reflected the completed transition from the development stage of our company as we generated increased revenue related to our flagship connected plush toy, CloudPets,” commented Spiral Toys’ CEO Mark Meyers.


“While we are pleased with the successful retail launch of CloudPets, we believe the technology platform and business model has proven successful and, more importantly, something we can apply to other products both within the toy industry, and beyond.”


“Our focus is on creating a unique digital experience around everyday items, that leverages our proprietary connected platform. As we look forward, we plan to release three new products in 2016 in an effort to market and further build our digital ecosystem of connected users.”


Financial Overview

Revenue for the third quarter of 2015 totaled $4.3 million, which is up from $1.5 million during the previous quarter and $98,000 for the same quarter in 2014. The increases were driven by the production launch of our CloudPets line during the second quarter of 2015 and continued shipments throughout the third quarter of 2015.


Gross margin was 16.0% for the three months ended September 30, 2015, generating gross profit of $690,000, which compares with gross margins of 11.9% for the three months ended June 30, 2015, generating gross profit of $180,000. The improvements were driven by the increased production and shipments of CloudPet components.


Total operating expenses during the third quarter of 2015 totaled $941,000, which compares to $941,000 for the second quarter of 2015, and $294,000 for the third quarter of 2014. The increase reflects a $327,000 investment into product development offset by the sequential decrease in legal and professional fees.



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Net loss from continuing operations for the quarter ended September 30, 2015 totaled $187,000, or $(0.00) per basic and diluted share, which compared to a loss of $831,000 or $(0.02) per basic and diluted share for quarter ended June 30, 2015, and a loss of $219,000 or $(0.01) per basic and diluted for the same period in 2014.


As of September 30, 2015, working capital totaled $913,000, which compared to $183,000 at June 30, 2015.  This change was resulted from the completion of a private placement for aggregate gross proceeds of $865,000 during the three months ended September 30, 2015.


Earnings Call Details

Management plans to hold a conference call later today, November 12 at 4:30 p.m. Eastern time to discuss results for the quarter. Spiral Toys’ CEO Mark Meyers and CFO Akio Ariura will host the presentation, followed by a question and answer period.


Date: Today, November 12, 2015

Time: 4:30 p.m. Eastern time (1:30 p.m. Pacific time)

Domestic dial-in number: 877-407-9039

International dial-in: 201-689-8470

Conference ID: 13624081

Webcast link: http://public.viavid.com/index.php?id=117028


The conference call will be broadcasted live via webcast in the Investor Relations section of Spiral Toys’ website at www.spiraltoys.com.


Please call the conference telephone number 10 minutes before the start time. An operator will register your name and organization. If you have any difficulty connecting with the conference call, please contact Michael Koehler at 949-574-3860.


A replay of the call will be available after 7:30 p.m. Eastern time on the same day through December 12, 2015.


Domestic replay number: 877-870-5176

International replay number: 858-384-5517

Conference ID: 13624081


About Spiral Toys

Spiral Toys (OTCQB: STOY) is a California-based company with a business, founded by a former senior executive of Disney and Sony, focused on developing and marketing products and mobile applications in the mobile-connected space. Spiral’s mobile-connected entertainment platform connects physical items to today’s top mobile devices through wireless technologies, creating a new kind of interactive user experience.


Spiral sells its products worldwide, and is developing additional applications based on its platform technology for several different verticals within the entertainment industry. Spiral collects revenue on both the physical purchase of goods and the sale of digital content through Apple’s App Store and the Google Marketplace. The company also acts as co-developer with major entertainment studios. For more information, visit www.spiraltoys.com.




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Forward-Looking Statements

All statements in this press release that are not based on historical fact are "forward-looking statements." The terms “expects”, “would”, “will”, “believes”, and similar terms are intended to identify these forward-looking statements. Forward-looking statements are based on estimates and assumptions made by Spiral Toys in light of its experience and its perception of current conditions and expected future developments, as well as other factors that Spiral Toys believes are appropriate in the circumstances. Many factors could cause Spiral Toys’ actual results, performance or achievements to differ materially from those expressed or implied by the forward-looking statements. These risk factors and others relating to Spiral Toys that may cause actual results to differ are set forth in Spiral Toys’ periodic filings with the U.S. Securities and Exchange Commission (copies of which filings may be obtained at www.sec.gov). These factors should be considered carefully, and readers should not place undue reliance on Spiral Toys’ forward-looking statements. Spiral Toys has no intention and undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.


Company Contact:

Mark Meyers, CEO

Spiral Toys

Tel (844) 681-7627

investor@spiraltoys.com


Investor Relations:

Michael Koehler

Liolios

Tel (949) 574-3860

STOY@liolios.com


-Tables to Follow-

 



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SPIRAL TOYS, INC.

Consolidated Balance Sheets


 

 

 

 

 

September 30, 2015

 

December 31, 2014

 

 

 

 

 

(unaudited)

 

 

ASSETS

CURRENT ASSETS

 

 

 

 

 

 

Cash

 

 

$                 769,654

 

$                245,091

 

Accounts receivable

 

 

1,712,556

 

-

 

Deposit receivable

 

 

34,749

 

-

 

Prepaid expenses

 

 

1,479

 

-

 

 

Total Current Assets

 

 

2,518,438

 

245,091

OTHER ASSETS

 

 

 

 

 

 

Goodwill  (Note 7)

 

 

-

 

-

 

 

Total Other Assets

 

 

-

 

-

 

 

TOTAL ASSETS

 

 

$              2,518,438

 

$                245,091

 

 

 

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

 

 

 

 

 

 

 

 

CURRENT LIABILITIES

 

 

 

 

 

 

Accounts payable and accrued expenses

 

$              1,605,047

 

$                115,049

 

Convertible short term notes

 

-

 

42,000

 

Current maturities of notes payable - related parties

 

-

 

115,738

 

Interest payable

 

 

-

 

21,079

 

 

Total Current Liabilities

 

1,605,047

 

293,866

 

 

TOTAL LIABILITIES

 

 

1,605,047

 

293,866

 

 

 

 

 

 

 

 

STOCKHOLDERS' EQUITY (DEFICIT)

 

 

 

 

 

Preferred stock: par value $0.001, 1,000,000 shares authorized;

 

 

 

 

 

 

zero shares issued and outstanding

 

-

 

-

 

Common stock: par value $0.001, 74,000,000 shares authorized;

 

 

 

 

 

 

48,690,531 and 41,336,667 shares issued and outstanding, respectively

48,689

 

41,337

 

Additional paid-in capital

 

6,784,441

 

4,208,516

 

Accumulated deficit

 

 

(5,919,739)

 

(4,298,628)

 

 

TOTAL STOCKHOLDERS' EQUITY (DEFICIT)

 

913,391

 

(48,775)

 

 

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

 

$              2,518,438

 

$                245,091





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SPIRAL TOYS, INC.

Consolidated Statements of Operations

(Unaudited)


 

 

 

 

 

For the Three Months Ended September 30,

 

For the Nine Months Ended September 30,

 

 

 

 

 

2015

 

2014

 

2015

 

2014

SALES

 

 

 

 

 

 

 

 

 

 

 

Product sales, net

 

 

$        4,143,888

 

$           63,602

 

$        5,644,254

 

$           63,602

 

Royalty income

 

 

160,000

 

-

 

172,806

 

-

 

Consulting- product development

-

 

35,000

 

10,000

 

35,000

 

 

Total Sales

 

4,303,888

 

98,602

 

5,827,060

 

98,602

COST OF GOODS SOLD

 

3,613,423

 

-

 

4,946,397

 

-

GROSS MARGIN

 

 

690,465

 

98,602

 

880,663

 

98,602

 

 

 

 

 

 

 

 

 

 

 

 

OPERATING EXPENSES

 

 

 

 

 

 

 

 

 

Media costs

 

-

 

27,812

 

-

 

27,812

 

Product development costs

 

326,919

 

37,101

 

783,077

 

37,101

 

Legal and professional expenses

215,207

 

76,119

 

781,699

 

132,755

 

Salaries and wages and consulting

339,725

 

125,823

 

699,735

 

158,323

 

General and administrative

 

59,224

 

27,016

 

206,722

 

29,474

 

 

Total Operating Expenses

941,075

 

293,871

 

2,471,233

 

385,465

LOSS FROM OPERATIONS

 

(250,610)

 

(195,269)

 

(1,590,570)

 

(286,863)

OTHER EXPENSE

 

 

 

 

 

 

 

 

 

 

Interest expense

 

 

(3,153)

 

(23,760)

 

(52,173)

 

(29,250)

 

Loss on conversion

 

-

 

-

 

(45,360)

 

-

 

Gain on forgiveness of debt

 

21,000

 

-

 

21,000

 

-

 

Gain on settlement of notes payable

 

45,992

 

-

 

45,992

 

-

 

 

Total Other Expense

63,839

 

(23,760)

 

(30,541)

 

(29,250)

LOSS BEFORE INCOME TAX

 

 

 

 

 

 

 

 

  PROVISION AND NON-

 

 

 

 

 

 

 

 

  CONTROLLING INTEREST

 

(186,771)

 

(219,029)

 

(1,621,111)

 

(316,113)

 

Income tax provision

 

-

 

-

 

-

 

-

NET LOSS FROM CONTINUING

 

 

 

 

 

 

 

 

  OPERATIONS

 

 

(186,771)

 

(219,029)

 

(1,621,111)

 

(316,113)

 

Net loss attributable to

 

 

 

 

 

 

 

 

 

  Discontinued operations

 

-

 

(23,752)

 

-

 

(23,752)

NET INCOME (LOSS) ATTRIBUTABLE

 

 

 

 

 

 

 

 

TO COMMON STOCKHOLDERS

$         (186,771)

 

$      (242,781)

 

$     (1,621,111)

 

$       (339,865)

 

 

 

 

 

 

 

 

 

 

 

 

NET INCOME (LOSS) PER COMMON SHARE

 

 

 

 

 

 

 

BASIC AND DILUTED

 

 

 

 

 

 

 

 

 

 

Continuing operations

 

$               (0.00)

 

$            (0.01)

 

$            (0.04)

 

$            (0.01)

 

 

Discontinued operations

 

$               (0.00)

 

$            (0.00)

 

$            (0.00)

 

$            (0.00)

 

 

Total

 

 

$               (0.00)

 

$            (0.01)

 

$            (0.04)

 

$            (0.01)

Weighted average common shares outstanding

 

 

 

 

 

 

 

 

 

BASIC AND DILUTED

 

47,837,058

 

37,117,169

 

44,860,785

 

26,146,534




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SPIRAL TOYS, INC.

Consolidated Statements of Cash Flows

(unaudited)


 

 

 

 

 

            For the Nine Months Ended

 

 

 

 

 

        September 30,

 

 

 

 

 

2015

 

2014

OPERATING ACTIVITIES:

 

 

 

 

 

 

Net income (loss)

 

$(1,621,111)

 

 

$             (339,865)

 

Adjustments to reconcile net loss to net cash provided by used in

 

 

 

 

 

 

operating activities:

 

 

 

 

 

 

 

Contributed capital (salary)

 

 

 

9,750 

 

 

Beneficial conversion

 

21,000 

 

 

 

 

Shares-based compensation related to common stock

 

387,682 

 

 

 

 

Loss on debt extinguishment

 

45,360 

 

 

 

 

Gain on note settlement

 

(21,000)

 

 

 

 

Gain on forgiveness of debt-related party

 

(45,992)

 

 

 

 

Notes for services

 

63,000 

 

 

21,000 

 

 

Changes in operating assets and liabilities:

 

 

 

 

 

 

 

  Accounts receivable

 

(1,712,556)

 

 

 

 

  Prepaid expenses

 

(1,479)

 

 

 

 

  Deposits receivable

 

(34,749)

 

 

 

 

  Accounts payable

 

1,489,998 

 

 

51,739 

 

 

  Accrued salaries

 

 

 

22,750 

 

 

  Accrued interest

 

9,175 

 

 

29,250 

 

 

 

Cash Used in Operating Activities - Continuing Operations

 

(1,420,672)

 

 

(205,376)

 

 

 

Cash Used in Operating Activities - Discontinued Operations

 

 

 

(907)

 

 

 

    Net Cash Used in Operating Activities

 

(1,420,672)

 

 

(206,283)

 

 

 

 

 

 

 

 

 

 

INVESTING ACTIVITIES:

 

 

 

 

 

 

 

 

Cash received from purchase of subsidiary

 

 

 

 

 

 

Cash Provided from Investing Activities

 

 

 

 

 

 

 

 

 

 

 

 

 

FINANCING ACTIVITIES:

 

 

 

 

 

 

Payments on notes payable- related parties

 

(100,000)

 

 

 

Proceeds from notes payable - related parties  

 

 

 

10,000 

 

Proceeds from notes payable  

 

 

 

5,000 

 

Proceeds from sale of common stock for cash

 

2,045,235 

 

 

219,600 

 

 

 

Cash Provided by Financing Activities - Continuing Operations

 

1,945,235 

 

 

234,600 

 

 

 

Cash Provided by Financing Activities - Discontinued Operations

 

 

 

24,659 

 

 

 

    Net Cash Provided by Financing Activities

 

1,945,235 

 

 

259,259 

NET CHANGE IN CASH

 

524,563 

 

 

52,984 

CASH AT BEGINNING OF YEAR

 

245,091 

 

 

16,746 

CASH AT END OF PERIOD

 

$     769,654 

 

 

$               69,730 

 

 

 

 

 

 

 

 

 

 

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:

 

 

 

 

 

 

 

Interest paid

 

 

$                - 

 

 

$                         - 

 

 

Income tax paid

 

$                - 

 

 

$                         - 

 

Non-Cash Investing and Financing Activities:

 

 

 

 

 

 

 

Common stock issued for notes payable

 

$      84,000 

 

 

$                         - 

 

 

Acquisition of Spiral Toys LLC

 

$                - 

 

 

$           3,626,178 

 

 

Contribution of accrued salary payable to capital

 

$                - 

 

 

$              289,992 


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