Document_and_Entity_Informatio
Document and Entity Information | 3 Months Ended | |
Apr. 04, 2015 | 1-May-15 | |
Document and Entity Information | ||
Entity Registrant Name | Summer Infant, Inc. | |
Entity Central Index Key | 1314772 | |
Document Type | 10-Q | |
Document Period End Date | 4-Apr-15 | |
Amendment Flag | FALSE | |
Current Fiscal Year End Date | -1 | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Smaller Reporting Company | |
Entity Common Stock, Shares Outstanding | 18,205,160 | |
Document Fiscal Year Focus | 2015 | |
Document Fiscal Period Focus | Q1 |
Condensed_Consolidated_Balance
Condensed Consolidated Balance Sheets (USD $) | Apr. 04, 2015 | Jan. 03, 2015 |
In Thousands, unless otherwise specified | ||
CURRENT ASSETS | ||
Cash and cash equivalents | $1,589 | $1,272 |
Trade receivables, net of allowance for doubtful accounts | 41,086 | 38,794 |
Inventory, net | 43,628 | 44,010 |
Prepaid and other current assets | 2,853 | 2,076 |
Deferred tax assets | 1,194 | 1,194 |
TOTAL CURRENT ASSETS | 90,350 | 87,346 |
Property and equipment, net | 12,569 | 13,080 |
Other intangible assets, net | 20,616 | 20,679 |
Other assets | 1,376 | 1,362 |
TOTAL ASSETS | 124,911 | 122,467 |
CURRENT LIABILITIES | ||
Accounts payable | 27,359 | 21,878 |
Accrued expenses | 8,745 | 8,628 |
Current portion of long term debt (including capital leases) | 1,611 | 1,641 |
TOTAL CURRENT LIABILITIES | 37,715 | 32,147 |
Long-term debt, less current portion | 54,656 | 57,097 |
Other liabilities | 2,905 | 2,994 |
Deferred tax liabilities | 2,401 | 2,378 |
TOTAL LIABILITIES | 97,677 | 94,616 |
STOCKHOLDERS' EQUITY | ||
Preferred Stock, $0.0001 par value, 1,000,000 authorized, none issued or outstanding at April 4, 2015 and January 3, 2015, respectively | ||
Common Stock $0.0001 par value, authorized, issued and outstanding of 49,000,000, 18,476,809, and 18,205,160 at April 4, 2015 and 49,000,000, 18,415,934, and 18,144,285 at January 3, 2015, respectively | 2 | 2 |
Treasury Stock at cost (271,649 shares at September 30, 2014 and December 31, 2013, respectively) | -1,283 | -1,283 |
Additional paid-in capital | 75,174 | 74,954 |
Accumulated deficit | -44,654 | -44,412 |
Accumulated other comprehensive loss | -2,005 | -1,410 |
TOTAL STOCKHOLDERS' EQUITY | 27,234 | 27,851 |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | $124,911 | $122,467 |
Condensed_Consolidated_Balance1
Condensed Consolidated Balance Sheets (Parenthetical) (USD $) | Apr. 04, 2015 | Jan. 03, 2015 |
Condensed Consolidated Balance Sheets | ||
Preferred Stock, par value (in dollars per share) | $0.00 | $0.00 |
Preferred Stock, authorized | 1,000,000 | 1,000,000 |
Preferred Stock, issued | 0 | 0 |
Preferred Stock, outstanding | 0 | 0 |
Common Stock, par value (in dollars per share) | $0.00 | $0.00 |
Common Stock, authorized | 49,000,000 | 49,000,000 |
Common Stock, issued | 18,476,809 | 18,415,934 |
Common Stock, outstanding | 18,205,160 | 18,144,285 |
Treasury Stock at cost, shares | 271,649 | 271,649 |
Condensed_Consolidated_Stateme
Condensed Consolidated Statements of Operations (USD $) | 3 Months Ended | |
In Thousands, except Share data, unless otherwise specified | Apr. 04, 2015 | Mar. 31, 2014 |
Condensed Consolidated Statements of Operations | ||
Net sales | $53,013 | $50,814 |
Cost of goods sold | 36,038 | 34,365 |
Gross profit | 16,975 | 16,449 |
General and administrative expenses | 10,310 | 9,492 |
Selling expense | 4,868 | 4,412 |
Depreciation and amortization | 1,334 | 1,393 |
Operating income (loss) | 463 | 1,152 |
Interest expense, net | -846 | -867 |
(Loss) income before income taxes | -383 | 285 |
(Benefit) provision for income taxes | -141 | 96 |
NET (LOSS) INCOME | ($242) | $189 |
Net (loss) income per share: | ||
BASIC (in dollars per share) | ($0.01) | $0.01 |
DILUTED (in dollars per share) | ($0.01) | $0.01 |
Weighted average shares outstanding: | ||
BASIC (in shares) | 18,178,196 | 17,987,969 |
DILUTED (in shares) | 18,178,196 | 17,999,163 |
Condensed_Consolidated_Stateme1
Condensed Consolidated Statements of Comprehensive Income (Loss) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Apr. 04, 2015 | Mar. 31, 2014 |
Condensed Consolidated Statements of Comprehensive Income (Loss) | ||
Net (loss) income | ($242) | $189 |
Other comprehensive loss: | ||
Changes in foreign currency translation adjustments | -595 | -259 |
Comprehensive loss | ($837) | ($70) |
Condensed_Consolidated_Stateme2
Condensed Consolidated Statements of Cash Flows (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Apr. 04, 2015 | Mar. 31, 2014 |
Cash flows from operating activities: | ||
Net (loss) income | ($242) | $189 |
Adjustments to reconcile net loss to net cash provided by operating activities: | ||
Depreciation and amortization | 1,297 | 1,393 |
Stock-based compensation | 174 | 254 |
Loss on asset disposal | 0 | 0 |
Changes in assets and liabilities: | ||
Increase in trade receivables | -2,014 | -2,388 |
Decrease in inventory | 686 | 4,576 |
(Increase) decrease in prepaid and other assets | -751 | 90 |
(Decrease) increase in accounts payable and accrued expenses | 5,335 | -1,927 |
Net cash provided by operating activities | 4,485 | 2,187 |
Cash flows from investing activities: | ||
Acquisitions of other intangible assets | -207 | -220 |
Proceeds from sale of assets | 0 | 0 |
Acquisitions, net of cash acquired | 0 | 0 |
Acquisitions of property and equipment | -508 | -328 |
Net cash used in investing activities | -715 | -548 |
Cash flows from financing activities: | ||
Proceeds from exercise of stock options | 46 | |
Net borrowings (repayment) on financing arrangements | -2,471 | -255 |
Net cash (used in) provided by financing activities | -2,425 | -255 |
Effect of exchange rate changes on cash and cash equivalents | -1,028 | -310 |
Net decrease in cash and cash equivalents | 317 | 1,073 |
Cash and cash equivalents at beginning of period | 1,272 | |
Cash and cash equivalents at end of period | 1,589 | 2,646 |
Supplemental disclosure of cash flow information: | ||
Cash paid for interest | 751 | 596 |
Cash paid for income taxes | $236 |
BASIS_OF_PRESENTATION_AND_SUMM
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 3 Months Ended |
Apr. 04, 2015 | |
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
1.BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
Nature of Operations | |
The Company designs, markets and distributes branded juvenile health, safety and wellness products that are sold globally to large national retailers as well as independent retailers, primarily in North America. The Company currently markets its products in several product categories including monitoring, safety, nursery, baby gear, and feeding products. Most products are sold under our core brand names of Summer®, SwaddleMe®, and Born Free®. | |
Basis of Presentation and Principles of Consolidation | |
The accompanying interim, condensed consolidated financial statements of the Company are unaudited, but in the opinion of management, reflect all adjustments, consisting of normal recurring accruals, necessary for a fair presentation of the results for the interim periods. Accordingly, they do not include all information and notes required by generally accepted accounting principles in the United States of America (“GAAP”) for complete financial statements. The results of operations for interim periods are not necessarily indicative of results to be expected for the entire fiscal year or any other period. The balance sheet at January 3, 2015 has been derived from the audited financial statements at that date but does not include all of the information and footnotes required by GAAP for complete financial statements. These interim condensed consolidated financial statements should be read in conjunction with the Company’s consolidated financial statements and notes for the year ended January 3, 2015 included in its Annual Report on Form 10-K filed with the SEC on March 4, 2015. | |
It is the Company’s policy to prepare its financial statements on the accrual basis of accounting in conformity with GAAP. The interim condensed consolidated financial statements include the accounts of its wholly-owned subsidiaries. All significant intercompany accounts and transactions have been eliminated in the consolidation. | |
All dollar amounts included in the Notes to Condensed Consolidated Financial Statements are in thousands of U.S. dollars, except share and per share amounts. | |
Revenue Recognition | |
The Company records revenue when all of the following occur: persuasive evidence of an arrangement exists, product delivery has occurred, the sales price to the customer is fixed or determinable, and collectability is reasonably assured. Sales are recorded net of provisions for returns and allowances, customer discounts, and other sales-related discounts. The Company bases its estimates for discounts, returns and allowances on negotiated customer terms and historical experience. Customers do not have the right to return products unless the products are defective. The Company records a reduction of sales for estimated future defective product deductions based on contractual terms and historical experience. | |
Sales incentives or other consideration given by the Company to customers that are considered adjustments to the selling price of the Company’s products, such as markdowns, are reflected as reductions of revenue. Sales incentives and other consideration that represent costs incurred by the Company for assets or services received, such as the appearance of the Company’s products in a customer’s national circular ad, are reflected as selling expenses in the accompanying interim Condensed Consolidated Statements of Operations. | |
Inventory Valuation | |
Inventory is comprised mostly of finished goods and some component parts and is stated at the lower of cost using the first-in, first-out (FIFO) method, or market (net realizable value). The Company regularly reviews slow-moving and excess inventories, and writes down inventories to net realizable value if the ultimate expected net proceeds from the disposals of excess inventory are less than the carrying cost of the merchandise. | |
Income Taxes | |
Income taxes are computed using the asset and liability method of accounting. Under the asset and liability method, a deferred income tax asset or liability is recognized for estimated future tax effects attributable to temporary differences and carry-forwards. The measurement of deferred income tax assets is adjusted by a valuation allowance, if necessary, to recognize future tax benefits only to the extent, based on available evidence, that it is more likely than not that such benefits will be realized. | |
Tax positions must meet a “more-likely-than-not” recognition threshold at the effective date to be recognized upon adoption and in subsequent periods. As of April 4, 2015 and January 3, 2015, the Company did not have any uncertain tax positions. No interest and penalties related to uncertain tax positions were accrued at April 4, 2015 and January 3, 2015 | |
Use of Estimates | |
The preparation of financial statements in accordance with GAAP requires management to make estimates and assumptions that affect certain reported amounts and disclosures. These estimates are based on management’s best knowledge of current events and actions the Company may undertake in the future. Accordingly, actual results could differ from those estimates. | |
Net Income (Loss) Per Share | |
Basic earnings (loss) per share for the Company are computed by dividing net income by the weighted-average number of shares of common stock outstanding during the period. Diluted earnings (loss) per share includes the dilutive impact of outstanding stock options and unvested restricted shares. | |
Translation of Foreign Currencies | |
All assets and liabilities of the Company’s foreign subsidiaries, each of whose functional currency is in its local currency, are translated into U.S. dollars at the exchange rate in effect at the end of the quarter and the income and expense accounts of these affiliates have been translated at average rates prevailing during each respective quarter. Resulting translation adjustments are made to a separate component of stockholders’ equity within accumulated other comprehensive income (loss). | |
Recently Issued Accounting Pronouncements | |
In May 2014, the FASB issued new accounting guidance related to revenue recognition. This guidance was proposed to be effective for reporting periods beginning after December 15, 2016, however in April 2015, the FASB proposed that this guidance be delayed until reporting periods beginning after December 15, 2017. The Company is currently evaluating the impact of the adoption of this guidance on its consolidated financial statements. | |
DEBT
DEBT | 3 Months Ended | ||||
Apr. 04, 2015 | |||||
DEBT | |||||
DEBT | |||||
2.DEBT | |||||
Credit Facilities | |||||
On February 28, 2013, the Company, along with its subsidiary, Summer Infant (USA), Inc., entered into a new loan and security agreement with Bank of America, N.A. to provide an $80,000, asset-based revolving credit facility (as subsequently amended on November 8, 2013, the “BofA Agreement”). In conjunction with its entry into the BofA Agreement, the Company also entered into a term loan agreement with Salus Capital Partners, which is described below under “Term Loan.” On April 21, 2015, the Company amended and restated the BofA Agreement. See Note 7, Subsequent Events. | |||||
BofA Agreement | |||||
The BofA Agreement provides for an $80,000, asset-based revolving credit facility, with a $10,000 letter of credit sub-line facility. The total borrowing capacity is based on a borrowing base, which is defined as 85% of the Company’s eligible accounts receivable plus the lesser of (i) 70% of the value of eligible inventory or (ii) 85% of the net orderly liquidation value of eligible inventory, less reserves. | |||||
The scheduled maturity date of loans under the BofA Agreement is February 28, 2018, subject to customary early termination provisions. All obligations under the BofA Agreement are secured by substantially all of the Company’s assets, subject to a first priority lien on certain assets held by the lender of the Term Loan as described below. In addition, Summer Infant Canada Limited and Summer Infant Europe Limited, the Company’s subsidiaries, are guarantors under the BofA Agreement. Proceeds from the loans under the BofA Agreement were used to satisfy existing debt, pay fees and transaction expenses associated with the closing of the BofA Agreement, pay obligations under the prior BofA Agreement, and were used to make payments on the Term Loan and for other general corporate purposes, including working capital. | |||||
Loans under the BofA Agreement bear interest, at the Company’s option, at a base rate or at LIBOR, plus applicable margins based on average quarterly availability under the BofA Agreement and ranging between 1.75% and 2.25% on LIBOR borrowings and 0.25% and 0.75% on base rate borrowings. Interest payments are due monthly, payable in arrears. The Company is also required to pay an annual non-use fee of 0.375% of the unused amounts under the BofA Agreement, as well as other customary fees as are set forth in the BofA Agreement. As of April 4, 2015, the base rate on loans was 4.0% and the LIBOR rate was 2.5%. | |||||
Under the BofA Agreement, the Company is required to comply with certain financial covenants. Prior to the execution of an amendment to the BofA Agreement on November 8, 2013, the Company was required, (i) for the first year of the loan, to maintain and earn a specified minimum, monthly consolidated EBITDA amount, as defined, in the BofA Agreement (“Bank EBITDA”), with such specified amounts increasing over the first twelve months of the loan to a minimum consolidated Bank EBITDA of $12,000 at February 28, 2014, and (ii) beginning with the fiscal quarter ending March 31, 2014, was to maintain a fixed charge coverage ratio of at least 1.0 to 1.0 for each period of four fiscal quarters most recently ended. For purposes of the financial covenants, consolidated Bank EBITDA is defined as net income before interest, taxes, depreciation and amortization, plus certain customary expenses, fees and non-cash charges and minus certain customary non-cash items increasing net income. | |||||
On November 8, 2013, the Company entered into an amendment to the BofA Agreement (the “BofA Amendment”). The BofA Amendment amended the financial covenants in the BofA Agreement to provide that (i) the Company was no longer required to comply with the prior minimum Bank EBITDA covenants for any period ending after September 30, 2013 and (ii) the Company must maintain a trailing twelve month fixed charge coverage ratio of at least 1.0 to 1.0, tested on a monthly basis, from and after September 30, 2013. On December 12, 2014, the BofA agreement was further amended to reflect the Company’s change in fiscal year. | |||||
The BofA Agreement contains customary affirmative and negative covenants. Among other restrictions, the Company is restricted in its ability to incur additional debt, make acquisitions or investments, dispose of assets, or make distributions unless in each case certain conditions are satisfied. The BofA Agreement also contains customary events of default, including a cross default with the Term Loan, the occurrence of a material adverse event and the occurrence of a change of control. In the event of a default, all of the Company’s obligations and the obligations of its subsidiaries under the BofA Agreement may be declared immediately due and payable. For certain events of default relating to insolvency and receivership, all outstanding obligations would become due and payable. | |||||
The amount outstanding on the BofA Agreement at April 4, 2015 was $43,737. Total borrowing capacity under the BofA Agreement at April 4, 2015 was $55,642 and borrowing availability was $11,905. | |||||
Term Loan | |||||
On February 28, 2013, the Company, along with its subsidiary, Summer Infant (USA), Inc., as borrowers, entered into a term-loan agreement (as subsequently amended on November 8, 2013, the “Term Loan Agreement”) with Salus Capital Partners, LLC for a $15,000 term-loan (as subsequently amended, the “Term Loan”). On April 21, 2015, the Company repaid the Term Loan in full in connection with the amendment and restatement of the BofA Agreement. See Note 7. Subsequent Events. | |||||
Proceeds from the Term Loan were used to repay certain existing debt, and to finance the acquisition of working capital assets in the ordinary course of business, capital expenditures, and for other general corporate purposes. The Term Loan is secured by certain of the Company’s assets, including a first priority lien on intellectual property, plant, property and equipment, and a pledge of 65% of the ownership interests in certain of the Company’s subsidiaries. The Term Loan matures on February 28, 2018. In addition, Summer Infant Canada Limited and Summer Infant Europe Limited, the Company’s subsidiaries, are guarantors under the Term Loan Agreement. | |||||
The principal of the Term Loan is being repaid, on a quarterly basis, in installments of $375, commencing with the quarter ending September 30, 2013, until paid in full on termination. The Term Loan bears interest at an annual rate equal to LIBOR, plus 10%, with a LIBOR floor of 1.25%. Interest payments are due monthly, in arrears. As of April 4, 2015, the interest rate on the Term Loan was 11.25%. | |||||
The Term Loan Agreement contains customary affirmative and negative covenants substantially the same as the BofA Agreement described above. In addition, prior to the execution of an amendment to the Term Loan Agreement on November 8, 2013, the Company was required to comply with certain financial covenants, including that the Company (i) meet the same minimum, monthly consolidated Bank EBITDA as set forth in the BofA Agreement and (ii) initially maintain a monthly senior leverage ratio of 1:1. For periods after February 28, 2014, the senior leverage ratio will be based on an annual business plan to be approved by the Company’s Board of Directors and will be tested monthly on a trailing twelve month basis. For purposes of the financial covenants in the Term Loan Agreement, the senior leverage ratio was defined as the ratio of (1) all amounts outstanding under the Term Loan Agreement and the BofA Agreement to (2) consolidated Bank EBITDA for the twelve-month period ending as of the last day of the most recently ended fiscal month. The Term Loan Agreement also contains events of default, including a cross default with the BofA Agreement, the occurrence of a material adverse event, the occurrence of a change of control, and the recall of products having a value of $2,000 or more. In the event of a default, all of the Company’s obligations and the obligations of its subsidiaries under the Term Loan Agreement may be declared immediately due and payable. For certain events of default relating to insolvency and receivership, all outstanding obligations would become due and payable. | |||||
On November 8, 2013, the Company entered into an amendment to the Term Loan Agreement (the “Term Loan Amendment”). The Term Loan Amendment amended the financial covenants in the Term Loan Agreement to provide that (i) the Company is no longer required to comply with the minimum Bank EBITDA covenants for any period ending after September 30, 2013, (ii) the Company must maintain a trailing twelve month fixed charge coverage ratio of at least 1.0 to1.0, tested on a monthly basis, from and after September 30, 2013, and (iii) commencing February 28, 2014, the Company maintain a trailing twelve month senior leverage ratio, tested on a monthly basis of (a) no more than 6.0 to 1.0 for the periods ending on or before June 30, 2014, (b) no more than 5.5 to 1.0 for periods ending July 1, 2014 through September 30, 2014, and (c) no more than 5.0 to 1.0 for periods following September 30, 2014. On December 31, 2014, the Term Loan agreement was further amended to reflect the Company’s change in fiscal year. | |||||
The amount outstanding on the Term Loan at April 4, 2015 was $12,375. | |||||
Aggregate maturities of bank debt related to the BofA credit facility and Term Loan are as follows: | |||||
Fiscal Year ending: | |||||
2015 | $ | 1,125 | |||
2016 | $ | 1,500 | |||
2017 | $ | 1,500 | |||
2018 | $ | 51,987 | |||
Total | $ | 56,112 | |||
INTANGIBLE_ASSETS
INTANGIBLE ASSETS | 3 Months Ended | |||||||
Apr. 04, 2015 | ||||||||
INTANGIBLE ASSETS | ||||||||
INTANGIBLE ASSETS | ||||||||
3.INTANGIBLE ASSETS | ||||||||
Intangible assets consisted of the following: | ||||||||
April 4, | January 3, | |||||||
2015 | 2015 | |||||||
Brand names | $ | 14,812 | $ | 14,812 | ||||
Patents and licenses | 3,812 | 3,605 | ||||||
Customer relationships | 6,946 | 6,946 | ||||||
Other intangibles | 1,882 | 1,882 | ||||||
$ | 27,452 | $ | 27,245 | |||||
Less: Accumulated amortization | (6,836 | ) | (6,566 | ) | ||||
Intangible assets, net | $ | 20,616 | $ | 20,679 | ||||
The amortization period for the majority of the intangible assets ranges from 5 to 20 years for those assets that have an estimated life; certain of the assets have indefinite lives (brand names). Total of intangibles not subject to amortization amounted to $12,308 at April 4, 2015 and January 3, 2015. | ||||||||
COMMITMENTS_AND_CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 3 Months Ended |
Apr. 04, 2015 | |
COMMITMENTS AND CONTINGENCIES. | |
COMMITMENTS AND CONTINGENCIES | |
4.COMMITMENTS AND CONTINGENCIES | |
Litigation | |
The Company is a party to routine litigation and administrative complaints incidental to its business. The Company does not believe that the resolution of any or all of such routine litigation and administrative complaints is likely to have a material adverse effect on the Company’s financial condition or results of operations. | |
SHARE_BASED_COMPENSATION
SHARE BASED COMPENSATION | 3 Months Ended | |||||
Apr. 04, 2015 | ||||||
SHARE BASED COMPENSATION | ||||||
SHARE BASED COMPENSATION | ||||||
5.SHARE BASED COMPENSATION | ||||||
The Company is authorized to issue up to 3,000,000 shares for equity awards under the Company’s 2006 Performance Equity Plan (“2006 Plan”) and 1,100,000 shares for equity awards under the Company’s 2012 Incentive Compensation Plan (“2012 Plan”). The Company’s stockholders approved an increase in the number of shares available under the 2012 Plan from 500,000 to 1,100,000 shares on August 13, 2014. | ||||||
Under the 2006 Plan and 2012 Plan, awards may be granted to participants in the form of non-qualified stock options, incentive stock options, restricted stock, deferred stock, restricted stock units and other stock-based awards. Subject to the provisions of the plans, awards may be granted to employees, officers, directors, advisors and consultants who are deemed to have rendered or are able to render significant services to the Company or its subsidiaries and who are deemed to have contributed or to have the potential to contribute to the Company’s success. The Company accounts for options under the fair value recognition standard. The application of this standard resulted in share-based compensation expense for the three months ended April 4, 2015 and March 31, 2014 of $174 and $254, respectively. Stock based compensation expense is included in selling, general and administrative expenses. | ||||||
The fair value of each option award is estimated on the date of grant using the Black-Scholes option valuation model that uses the assumptions noted in the table below. The Company uses the simplified method to estimate the expected term of the options, but used an estimate for grants of “plain vanilla” stock options based on a formula prescribed by the Securities and Exchange Commission. Forfeitures are estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates. Share-based compensation expense recognized in the consolidated financial statements in 2015 and 2014 is based on awards that are ultimately expected to vest. | ||||||
As of April 4, 2015, there were 2,154,115 stock options outstanding and 311,124 unvested restricted shares outstanding. | ||||||
During the three months ended April 4, 2015, the Company granted 455,750 stock options and granted 111,500 shares of restricted stock, respectively. The following table summarizes the weighted average assumptions used for stock options granted during the quarters ended April 4, 2015 and March 31, 2014. | ||||||
2015 | 2014 | |||||
Expected life (in years) | 5.3 | 6.0 | ||||
Risk-free interest rate | 1.66 | % | 1.73 | % | ||
Volatility | 62.6 | % | 62.7 | % | ||
Dividend yield | 0 | % | 0 | % | ||
Forfeiture rate | 10.9 | % | 12.9 | % | ||
As of April 4, 2015, there are 237,494 shares available to grant under the 2006 Plan and 73,125 shares available to grant under the 2012 Plan. | ||||||
WEIGHTED_AVERAGE_COMMON_SHARES
WEIGHTED AVERAGE COMMON SHARES | 3 Months Ended |
Apr. 04, 2015 | |
WEIGHTED AVERAGE COMMON SHARES | |
WEIGHTED AVERAGE COMMON SHARES | |
6.WEIGHTED AVERAGE COMMON SHARES | |
Basic and diluted earnings or loss per share (“EPS”) is based upon the weighted average number of common shares outstanding during the period. The Company does not include the anti-dilutive effect of common stock equivalents, including stock options, in computing net income (loss) per diluted common share. The computation of diluted common shares for the three months ended April 4, 2015 excluded 2,154,115 stock options and 311,124 shares of restricted stock outstanding. The computation of diluted common shares for the three months ended March 31, 2014 excluded 1,833,930 stock options and 345,417 of restricted stock outstanding. | |
SUBSEQUENT_EVENTS
SUBSEQUENT EVENTS | 3 Months Ended |
Apr. 04, 2015 | |
SUBSEQUENT EVENTS | |
SUBSEQUENT EVENTS | |
7.SUBSEQUENT EVENTS | |
Amended and Restated Loan and Security Agreement | |
On April 21, 2015,the Company and its wholly owned subsidiary, Summer Infant (USA), Inc., entered into an amended and restated loan and security agreement (the “Amended Loan Agreement”) with Bank of America, N.A., as agent, certain financial institutions party to the agreement from time to time as lenders, and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as sole lead arranger and sole book runner. The Amended Loan Agreement replaces the existing credit facility with Bank of America. | |
The senior secured credit facilities under the Amended Loan Agreement consist of a $60,000 asset-based revolving credit facility, with a $10,000 letter of credit sub-line facility (the “Revolving Facility”), a $5,000 “first in last out” (FILO) revolving credit facility (the “FILO Facility”) and a $10,000 term loan facility (the “Term Loan Facility”). Pursuant to an accordion feature, the Amended Loan Agreement includes the ability to increase the Revolving Facility by an additional $15,000 upon the Company’s request and the agreement of the lenders participating in the increase. The total borrowing capacity under the Revolving Facility is based on a borrowing base, generally defined as 85% of the value of eligible accounts plus the lesser of (i) 70% of the value of eligible inventory or (ii) 85% of the net orderly liquidation value of eligible inventory, less reserves. The total borrowing capacity under the FILO Facility is based on a borrowing base, generally defined as a specified percentage of the value of eligible accounts that steps down over time, plus a specified percentage of the value of eligible inventory that steps down over time. | |
The scheduled maturity date of the loans under the Revolving Facility and the Term Loan Facility is April 21, 2020, and loans under the FILO Facility terminate April 21, 2018, subject in each case to customary early termination provisions. Any termination of the Revolving Facility would require termination of the Term Loan Facility and the FILO Facility. | |
All obligations under the Amended Loan Agreement are secured by substantially all of the Company’s assets. In addition, Summer Infant Canada Limited and Summer Infant Europe Limited, its subsidiaries, are guarantors under the Amended Loan Agreement. Proceeds from the loans were used to (i) repay the Company’s outstanding Term Loan, (ii) pay fees and transaction expenses associated with the closing of the Amended Loan Agreement, (iii) pay obligations under the Amended Loan Agreement, and (iv) pay for lawful corporate purposes, including working capital. | |
Borrowings under the Revolving Facility will bear interest, at the Company’s option, at a base rate or at LIBOR, plus applicable margins based on average quarterly availability under the Amended Loan Agreement and ranging between 1.75% and 2.25% on LIBOR borrowings and 0.25% and 0.75% on base rate borrowings. Loans under the FILO Facility and Term Loan Facility will bear interest, at the Company’s option, at a base rate or at LIBOR, plus a margin of 4.00% on LIBOR borrowings and 2.50% on base rate borrowings. The Company is also required to pay an annual non-use fee of 0.375% on unused amounts under the Revolving Facility and other customary fees as are set forth in the Amended Loan Agreement. Beginning on July 1, 2015, the Company is required to repay the Term Loan in quarterly installments of $500. Beginning with the fiscal year ending January 2, 2016, the Company is required to prepay the Term Loan in an amount equal to 50% of the Company’s “excess cash flow,” as such term is defined in the Amended Loan Agreement, at the end of each fiscal year. | |
Under the Amended Loan Agreement, the Company must comply with certain financial covenants, including that the Company (i) maintain a fixed charge coverage ratio of at least 1.0 to 1.0 for the twelve consecutive fiscal months most recently ended and (ii) beginning with the quarter ending July 4, 2015, maintain a certain leverage ratio for each fiscal quarter. For purposes of the financial covenants, consolidated EBITDA is defined as net income before interest, taxes, depreciation and amortization, plus certain customary expenses, fees, non-cash charges and up to $2,000 of specified inventory dispositions, and minus certain customary non-cash items increasing net income and other specified items. | |
The Amended Loan Agreement contains customary affirmative and negative covenants. Among other restrictions, the Company is restricted in its ability to incur additional debt, make acquisitions or investments, dispose of assets, or make distributions unless in each case certain conditions are satisfied. The Amended Loan Agreement also contains customary events of default, including the occurrence of a material adverse event and the occurrence of a change of control. In the event of a default, all of the Company’s obligations under the Amended Loan Agreement may be declared immediately due and payable. For certain events of default relating to insolvency and receivership, all outstanding obligations immediately become due and payable. | |
BASIS_OF_PRESENTATION_AND_SUMM1
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 3 Months Ended |
Apr. 04, 2015 | |
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
Revenue Recognition | |
Revenue Recognition | |
The Company records revenue when all of the following occur: persuasive evidence of an arrangement exists, product delivery has occurred, the sales price to the customer is fixed or determinable, and collectability is reasonably assured. Sales are recorded net of provisions for returns and allowances, customer discounts, and other sales-related discounts. The Company bases its estimates for discounts, returns and allowances on negotiated customer terms and historical experience. Customers do not have the right to return products unless the products are defective. The Company records a reduction of sales for estimated future defective product deductions based on contractual terms and historical experience. | |
Sales incentives or other consideration given by the Company to customers that are considered adjustments to the selling price of the Company’s products, such as markdowns, are reflected as reductions of revenue. Sales incentives and other consideration that represent costs incurred by the Company for assets or services received, such as the appearance of the Company’s products in a customer’s national circular ad, are reflected as selling expenses in the accompanying interim Condensed Consolidated Statements of Operations. | |
Inventory Valuation | |
Inventory Valuation | |
Inventory is comprised mostly of finished goods and some component parts and is stated at the lower of cost using the first-in, first-out (FIFO) method, or market (net realizable value). The Company regularly reviews slow-moving and excess inventories, and writes down inventories to net realizable value if the ultimate expected net proceeds from the disposals of excess inventory are less than the carrying cost of the merchandise. | |
Income Taxes | |
Income Taxes | |
Income taxes are computed using the asset and liability method of accounting. Under the asset and liability method, a deferred income tax asset or liability is recognized for estimated future tax effects attributable to temporary differences and carry-forwards. The measurement of deferred income tax assets is adjusted by a valuation allowance, if necessary, to recognize future tax benefits only to the extent, based on available evidence, that it is more likely than not that such benefits will be realized. | |
Tax positions must meet a “more-likely-than-not” recognition threshold at the effective date to be recognized upon adoption and in subsequent periods. As of April 4, 2015 and January 3, 2015, the Company did not have any uncertain tax positions. No interest and penalties related to uncertain tax positions were accrued at April 4, 2015 and January 3, 2015 | |
Use of Estimates | |
Use of Estimates | |
The preparation of financial statements in accordance with GAAP requires management to make estimates and assumptions that affect certain reported amounts and disclosures. These estimates are based on management’s best knowledge of current events and actions the Company may undertake in the future. Accordingly, actual results could differ from those estimates. | |
Net Income (Loss) Per Share | |
Net Income (Loss) Per Share | |
Basic earnings (loss) per share for the Company are computed by dividing net income by the weighted-average number of shares of common stock outstanding during the period. Diluted earnings (loss) per share includes the dilutive impact of outstanding stock options and unvested restricted shares. | |
Translation of Foreign Currencies | |
Translation of Foreign Currencies | |
All assets and liabilities of the Company’s foreign subsidiaries, each of whose functional currency is in its local currency, are translated into U.S. dollars at the exchange rate in effect at the end of the quarter and the income and expense accounts of these affiliates have been translated at average rates prevailing during each respective quarter. Resulting translation adjustments are made to a separate component of stockholders’ equity within accumulated other comprehensive income (loss). | |
Recently Issued Accounting Pronouncements | |
Recently Issued Accounting Pronouncements | |
In May 2014, the FASB issued new accounting guidance related to revenue recognition. This guidance was proposed to be effective for reporting periods beginning after December 15, 2016, however in April 2015, the FASB proposed that this guidance be delayed until reporting periods beginning after December 15, 2017. The Company is currently evaluating the impact of the adoption of this guidance on its consolidated financial statements. | |
DEBT_Tables
DEBT (Tables) | 3 Months Ended | ||||
Apr. 04, 2015 | |||||
DEBT | |||||
Schedule of aggregate maturities of bank debt | |||||
Fiscal Year ending: | |||||
2015 | $ | 1,125 | |||
2016 | $ | 1,500 | |||
2017 | $ | 1,500 | |||
2018 | $ | 51,987 | |||
Total | $ | 56,112 | |||
INTANGIBLE_ASSETS_Tables
INTANGIBLE ASSETS (Tables) | 3 Months Ended | |||||||
Apr. 04, 2015 | ||||||||
INTANGIBLE ASSETS | ||||||||
Schedule of intangible assets | ||||||||
April 4, | January 3, | |||||||
2015 | 2015 | |||||||
Brand names | $ | 14,812 | $ | 14,812 | ||||
Patents and licenses | 3,812 | 3,605 | ||||||
Customer relationships | 6,946 | 6,946 | ||||||
Other intangibles | 1,882 | 1,882 | ||||||
$ | 27,452 | $ | 27,245 | |||||
Less: Accumulated amortization | (6,836 | ) | (6,566 | ) | ||||
Intangible assets, net | $ | 20,616 | $ | 20,679 | ||||
SHARE_BASED_COMPENSATION_Table
SHARE BASED COMPENSATION (Tables) | 3 Months Ended | |||||
Apr. 04, 2015 | ||||||
SHARE BASED COMPENSATION | ||||||
Schedule of weighted average assumptions used for stock options granted | ||||||
2015 | 2014 | |||||
Expected life (in years) | 5.3 | 6.0 | ||||
Risk-free interest rate | 1.66 | % | 1.73 | % | ||
Volatility | 62.6 | % | 62.7 | % | ||
Dividend yield | 0 | % | 0 | % | ||
Forfeiture rate | 10.9 | % | 12.9 | % | ||
BASIS_OF_PRESENTATION_AND_SUMM2
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) (USD $) | Apr. 04, 2015 | Jan. 03, 2015 |
In Thousands, unless otherwise specified | ||
Income taxes | ||
Accrued interest and penalties relating to uncertain tax positions | $0 | $0 |
DEBT_Details
DEBT (Details) (USD $) | 0 Months Ended | 3 Months Ended | 1 Months Ended | 0 Months Ended | 3 Months Ended |
In Thousands, unless otherwise specified | Feb. 28, 2013 | Mar. 31, 2014 | Feb. 28, 2013 | Nov. 08, 2013 | Apr. 04, 2015 |
item | |||||
Debt | |||||
Amount outstanding | 56,112 | ||||
Aggregate maturities of bank debt | |||||
2015 | 1,125 | ||||
2016 | 1,500 | ||||
2017 | 1,500 | ||||
2018 | 51,987 | ||||
Total | 56,112 | ||||
Term Loan | |||||
Debt | |||||
Amount of debt | 15,000 | 15,000 | |||
Ownership interests in subsidiaries pledged (as a percent) | 65.00% | 65.00% | |||
Principal amount required to be paid on a quarterly basis | 375 | ||||
Interest rate at period end | 11.25% | ||||
Senior leverage ratio | 1 | ||||
Trailing period for testing senior leverage ratio | 12 months | ||||
Period used in calculating the consolidated EBITDA under covenants | 12 months | ||||
Amount outstanding | 12,375 | ||||
Aggregate maturities of bank debt | |||||
Total | 12,375 | ||||
Interest rate at end of period | 11.25% | ||||
Term Loan | LIBOR | |||||
Debt | |||||
Variable interest rate base | LIBOR | ||||
Applicable margin (as a percent) | 10.00% | ||||
Variable interest rate floor | 1.25% | ||||
Term Loan | Minimum | |||||
Debt | |||||
Default event that may require Term Loan repayment if occurred, product recall value | 2,000 | ||||
Amended term loan | |||||
Debt | |||||
Trailing period for testing senior leverage ratio | 12 months | ||||
Period used in calculating the consolidated EBITDA under covenants | 12 months | ||||
Amended term loan | Minimum | |||||
Debt | |||||
Fixed charge coverage ratio | 1 | ||||
Amended term loan | Maximum | Leverage ratio for the period ending on or before June 30, 2014 | |||||
Debt | |||||
Senior leverage ratio | 6 | ||||
Amended term loan | Maximum | Leverage ratio for periods ending July 1, 2014 through September 30, 2014 | |||||
Debt | |||||
Senior leverage ratio | 5.5 | ||||
Amended term loan | Maximum | Leverage ratio for periods following September 30, 2014 | |||||
Debt | |||||
Senior leverage ratio | 5 | ||||
BofA Agreement | |||||
Debt | |||||
Borrowing base as a percentage of eligible receivables | 0.85% | ||||
Borrowing base as a percentage of eligible inventory | 0.70% | ||||
Borrowing base as a percentage of net orderly liquidation value of eligible inventory and less reserves | 0.85% | ||||
Unused line fee based on the unused amount of the credit facilities (as a percent) | 0.38% | ||||
Amount outstanding on credit facility | 43,737 | ||||
Current amount of credit available | 55,642 | ||||
Available borrowing capacity | 11,905 | ||||
BofA Agreement | LIBOR | |||||
Debt | |||||
Variable interest rate base | LIBOR | ||||
Variable rate basis at the end of the period | 2.50% | ||||
BofA Agreement | Base rate | |||||
Debt | |||||
Variable interest rate base | base rate | ||||
Variable rate basis at the end of the period | 4.00% | ||||
BofA Agreement | Minimum | LIBOR | |||||
Debt | |||||
Applicable margin (as a percent) | 1.75% | ||||
BofA Agreement | Minimum | Base rate | |||||
Debt | |||||
Applicable margin (as a percent) | 0.25% | ||||
BofA Agreement | Maximum | LIBOR | |||||
Debt | |||||
Applicable margin (as a percent) | 2.25% | ||||
BofA Agreement | Maximum | Base rate | |||||
Debt | |||||
Applicable margin (as a percent) | 0.75% | ||||
BofA Agreement | At February 28, 2014 | Minimum | |||||
Debt | |||||
EBITDA to be maintained and earned | 12,000 | ||||
BofA Agreement | Beginning with the fiscal quarter ending March 31, 2014 | Minimum | |||||
Debt | |||||
Fixed charge coverage ratio | 1 | 1 | |||
BofA Agreement | Beginning with the quarter ending on June 30, 2012 | |||||
Debt | |||||
Period of fixed charge coverage ratio | 1 year | ||||
Asset-based revolving credit facility | |||||
Debt | |||||
Maximum amount of credit available | 80,000 | 80,000 | |||
Letter of credit sub-line facility | |||||
Debt | |||||
Maximum amount of credit available | $10,000 | 10,000 | |||
Amended BofA agreement | |||||
Debt | |||||
Trailing period for EBITDA | 12 months | ||||
Amended BofA agreement | Minimum | |||||
Debt | |||||
Fixed charge coverage ratio | 1 |
INTANGIBLE_ASSETS_Details
INTANGIBLE ASSETS (Details) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Apr. 04, 2015 | Jan. 03, 2015 |
Intangible assets | ||
Intangible assets, gross | 27,452 | $27,245 |
Less: accumulated amortization | -6,836 | -6,566 |
Intangible assets, net | 20,616 | 20,679 |
Intangibles not subject to amortization | 12,308 | 12,308 |
Minimum | ||
Intangible assets | ||
Amortization period of intangible assets | 5 years | |
Maximum | ||
Intangible assets | ||
Amortization period of intangible assets | 20 years | |
Patents and licenses | ||
Intangible assets | ||
Intangible assets, gross | 3,812 | 3,605 |
Customer relationship | ||
Intangible assets | ||
Intangible assets, gross | 6,946 | 6,946 |
Other intangibles | ||
Intangible assets | ||
Intangible assets, gross | 1,882 | 1,882 |
Brand names | ||
Intangible assets | ||
Intangible assets, gross | 14,812 | $14,812 |
SHARE_BASED_COMPENSATION_Detai
SHARE BASED COMPENSATION (Details) (USD $) | 3 Months Ended | ||
In Thousands, except Share data, unless otherwise specified | Apr. 04, 2015 | Mar. 31, 2014 | Aug. 13, 2014 |
Stock options | |||
Additional information related to share based compensation | |||
Stock options granted (in shares) | 455,750 | ||
Restricted shares | |||
Additional information related to share based compensation | |||
Granted (in shares) | 111,500 | ||
2006 Plan and 2012 Plan | |||
Additional information related to share based compensation | |||
Share-based compensation expense | 174 | $254 | |
2006 Plan and 2012 Plan | Stock options | |||
Additional information related to share based compensation | |||
Stock options outstanding (in shares) | 2,154,115 | ||
Weighted average assumptions | |||
Expected life | 5 years 3 months 18 days | 6 years | |
Risk-free interest rate (as a percent) | 1.66% | 1.73% | |
Volatility (as a percent) | 62.60% | 62.70% | |
Dividend yield (as a percent) | 0.00% | 0.00% | |
Forfeiture rate (as a percent) | 10.90% | 12.90% | |
2006 Plan and 2012 Plan | Restricted shares | |||
Additional information related to share based compensation | |||
Unvested restricted shares outstanding | 311,124 | ||
2006 Plan | |||
Additional information related to share based compensation | |||
Number of shares authorized under the plan | 3,000,000 | ||
Shares available to grant | 237,494 | ||
2012 Incentive Compensation Plan | |||
Additional information related to share based compensation | |||
Number of shares authorized under the plan | 1,100,000 | 1,100,000 | |
Shares available to grant | 73,125 |
WEIGHTED_AVERAGE_COMMON_SHARES1
WEIGHTED AVERAGE COMMON SHARES (Details) | 3 Months Ended | |
Apr. 04, 2015 | Mar. 31, 2014 | |
Stock options | ||
Weighted average common shares | ||
Anti-dilutive securities excluded from the computation of diluted earnings per share (in shares) | 2,154,115 | 1,833,930 |
Restricted shares | ||
Weighted average common shares | ||
Anti-dilutive securities excluded from the computation of diluted earnings per share (in shares) | 311,124 | 345,417 |
SUBSEQUENT_EVENTS_Details
SUBSEQUENT EVENTS (Details) (USD $) | 3 Months Ended | 0 Months Ended | ||
In Thousands, unless otherwise specified | Mar. 31, 2014 | Feb. 28, 2013 | Nov. 08, 2013 | Apr. 21, 2015 |
Term Loan | ||||
Subsequent events | ||||
Amount of debt | 15,000 | |||
Principal amount required to be paid on a quarterly basis | 375 | |||
Term Loan | LIBOR | ||||
Subsequent events | ||||
Variable interest rate base | LIBOR | |||
Applicable margin (as a percent) | 10.00% | |||
Amended BofA agreement | ||||
Subsequent events | ||||
Trailing period for EBITDA | 12 months | |||
Amended BofA agreement | Minimum | ||||
Subsequent events | ||||
Fixed charge coverage ratio | 1 | |||
Asset-based revolving credit facility | ||||
Subsequent events | ||||
Maximum amount of credit available | 80,000 | |||
Letter of credit sub-line facility | ||||
Subsequent events | ||||
Maximum amount of credit available | 10,000 | |||
Subsequent Event | Term Loan | ||||
Subsequent events | ||||
Quarterly installments beginning July 1, 2015 | 500 | |||
Percentage of excess cash flow used for prepayment beginning in fiscal year ending January 2, 2016 (as a percent) | 50.00% | |||
Amount of debt | 10,000 | |||
Subsequent Event | Amended BofA agreement | ||||
Subsequent events | ||||
Unused line fee based on the unused amount of the credit facilities (as a percent) | 0.38% | |||
Period of fixed charge coverage ratio | 12 months | |||
Subsequent Event | Amended BofA agreement | Minimum | ||||
Subsequent events | ||||
Fixed charge coverage ratio | 1 | |||
Subsequent Event | Amended BofA agreement | Maximum | ||||
Subsequent events | ||||
Specified inventory dispositions included in EBITDA | 2,000 | |||
Subsequent Event | Asset-based revolving credit facility | ||||
Subsequent events | ||||
Maximum amount of credit available | 60,000 | |||
Additional borrowing capacity | 15,000 | |||
Borrowing base as a percentage of eligible receivables | 85.00% | |||
Borrowing base as a percentage of eligible inventory | 70.00% | |||
Borrowing base as a percentage of net orderly liquidation value of eligible inventory and less reserves | 85.00% | |||
Subsequent Event | Letter of credit sub-line facility | ||||
Subsequent events | ||||
Maximum amount of credit available | 10,000 | |||
Subsequent Event | Letter of credit sub-line facility | LIBOR | ||||
Subsequent events | ||||
Variable interest rate base | LIBOR | |||
Subsequent Event | Letter of credit sub-line facility | Base rate | ||||
Subsequent events | ||||
Variable interest rate base | Base Rate | |||
Subsequent Event | Letter of credit sub-line facility | Minimum | LIBOR | ||||
Subsequent events | ||||
Applicable margin (as a percent) | 1.75% | |||
Subsequent Event | Letter of credit sub-line facility | Minimum | Base rate | ||||
Subsequent events | ||||
Applicable margin (as a percent) | 0.25% | |||
Subsequent Event | Letter of credit sub-line facility | Maximum | LIBOR | ||||
Subsequent events | ||||
Applicable margin (as a percent) | 2.25% | |||
Subsequent Event | Letter of credit sub-line facility | Maximum | Base rate | ||||
Subsequent events | ||||
Applicable margin (as a percent) | 0.75% | |||
Subsequent Event | FILO revolving credit facility | ||||
Subsequent events | ||||
Maximum amount of credit available | $5,000 | |||
Subsequent Event | FILO revolving credit facility | Term Loan | LIBOR | ||||
Subsequent events | ||||
Variable interest rate base | LIBOR | |||
Applicable margin (as a percent) | 4.00% | |||
Subsequent Event | FILO revolving credit facility | Term Loan | Base rate | ||||
Subsequent events | ||||
Variable interest rate base | Base Rate | |||
Applicable margin (as a percent) | 2.50% |