Organization and Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2014 |
Accounting Policies [Abstract] | |
Description of Business | SPY Inc. (the “Company”) happily designs, markets and distributes premium sunglasses, goggles and prescription frame eyewear, as well as apparel and other accessories. In 1994, the Company began as a grassroots brand in Southern California with the goal of creating innovative and aesthetically progressive eyewear, and, in doing so, the Company believes it has captured the imagination of the action sports market with authentic, distinctive, performance-driven products under the SPY® brand. Today, the Company believes the SPY® brand, symbolized by the distinct “cross” logo, is a well recognized eyewear brand in its segment of the action sports industry, with a reputation for its high quality products, style and innovation, most notably showcased in its Happy Lens™ technology. |
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The Company was incorporated as Sports Colors, Inc. in California in August 1992, but had no operations until April 1994, when the Company changed its name to Spy Optic, Inc. In November 2004, the Company reincorporated in Delaware and changed its name to Orange 21 Inc. In February 2012, the Company changed its name from Orange 21 Inc. to SPY Inc. to better reflect the focus of its business going forward. |
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The Company operates through its subsidiaries and currently has one wholly-owned subsidiary incorporated in California, Spy Optic Inc. (“SPY North America”) and one wholly owned subsidiary incorporated in Italy, Spy Optics Europe S.r.l. S.U. (“SPY EUROPE”). |
Basis of Presentation | The accompanying consolidated financial statements of SPY Inc. and its wholly owned subsidiaries have been prepared in accordance with generally accepted accounting principles (“GAAP”) in the United States. All intercompany transactions and balances have been eliminated in consolidation. |
Capital Resources | During the year ended December 31, 2014, the Company had negative cash flow from operations principally as a result of a timing of inventory purchases and collections on accounts receivable. Although the Company had income from operations in 2013 and 2014, the Company has a history of incurring significant negative cash flow from operations, operating and net losses, and has significant working capital requirements. The Company anticipates that it will continue to have ongoing cash requirements to finance its seasonal and ongoing working capital needs and net losses. |
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In order to finance the Company's working capital requirements, the Company has relied and anticipates that it will continue to rely on SPY North America’s credit line with BFI Business Finance (“BFI”) (“BFI Line of Credit”) and its credit facilities with Costa Brava Partnership III, L.P. (“Costa Brava”). In addition, SPY North America has relied on debt and equity financing from Harlingwood (Alpha), LLC (“Harlingwood”). Costa Brava and Harlingwood are related parties. The total outstanding indebtedness of the Company was $28.5 million and $25.7 million at December 31, 2014 and 2013 respectively. (See Note 6 “Short-Term Debt”, Note 7 “Long-Term Deb” and Note 13 “Related Party Transactions”) |
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The Company believes it will have sufficient cash on hand and cash available under existing credit facilities to meet its operating requirements for at least the next twelve months, if the Company is able to achieve some or a combination of the following factors: (i) achieve its desired sales growth, (ii) continue the improvements in the management of working capital, and (iii) continue to manage and operate the Company at appropriate levels of sales, marketing, general and administrative, and other operating expenses in relation to overall sales. However, the Company will need to continue to access its existing credit facilities during the next twelve months to support its planned operations and working capital requirements, and intends to (i) continue to borrow, to the extent available, from the BFI Line of Credit, (ii) if necessary, continue discretionary deferral of interest payments otherwise payable to Harlingwood, and (iii) if necessary, raise additional capital through debt or equity financings, or borrow up to the extent available on the Company’s Costa Brava Line of Credit. |
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The Company does not anticipate that it can generate sufficient cash from operations to repay the amounts due under the BFI Line of Credit which is scheduled to renew in February 2016, and the borrowings from Costa Brava and Harlingwood due, as amended, on December 31, 2016, consisting of $19.8 million in borrowings from Costa Brava and $1.7 million in borrowings from Harlingwood as of December 31, 2014. The Company will therefore need to renew the BFI Line of Credit at its annual renewal in February 2016 and continue to extend the future maturity dates of the Costa Brava and Harlingwood indebtedness. If the Company is unable to renew the BFI Line of Credit and extend future maturity dates of the Costa Brava and Harlingwood indebtedness, it will need to raise substantial additional capital through debt or equity financing to continue its operations. No assurances can be given that any such financing will be available to the Company on favorable terms, if at all. The inability to obtain debt or equity financing in a timely manner and in amounts sufficient to fund the Company’s operations, or the inability to renew the BFI Line of Credit or to extend future maturity dates of the Costa Brava and Harlingwood indebtedness, if necessary, would have an immediate and substantial adverse impact on the Company’s business, financial condition and results of operations. |
Use of Estimates | The preparation of the consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect certain reported amounts and disclosures. Significant estimates used in preparing these consolidated financial statements include those assumed in computing allowance for doubtful accounts receivable, reserve for obsolete inventory, reserve for sales returns, assumptions used in calculating the fair value of stock options, the testing of long-lived assets for impairment and the valuation allowance on deferred tax assets. Accordingly, actual results could differ from those estimates. |
Accounts Receivable, Reserve for Refunds and Returns and Allowance for Doubtful Accounts | Throughout the year, the Company performs credit evaluations on its customers, and adjusts credit limits based on payment history combined with the customer’s current creditworthiness. The Company continuously monitors its collections and maintains a reserve for estimated credits, which is calculated on a monthly basis. The Company makes judgments as to its ability to collect outstanding receivables and provide allowances for anticipated bad debts and refunds. Provisions are made based upon a review of all significant outstanding invoices and overall quality and age of those invoices not specifically reviewed. In determining the provision for invoices not specifically reviewed, the company analyzes collection experience, customer credit worthiness and current economic trends. |
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If the data used to calculate these allowances does not reflect the Company’s future ability to collect outstanding receivables, an adjustment in the reserve for refunds may be required. Historically, the Company’s losses have been consistent with its estimates, but there can be no assurance that the Company will continue to experience the same credit loss rates that it has experienced in the past. Unforeseen, material financial difficulties experienced by its customers could have an adverse impact on the Comapany’s profits. |
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Inventories | Inventories consist primarily of finished products, including sunglasses, goggles, prescription frames, apparel and accessories, product components such as replacement lenses along with purchasing and quality control costs. Inventory items are carried on the books at the lower of cost or market and the first-in first-out method for the Company’s distribution business. Periodic physical counts of inventory items are conducted to help verify the balance of inventory. A reserve is maintained for obsolete or slow moving inventory. Products are reserved at certain percentages based on their probability of selling, which is estimated based on current and estimated future customer demand and market conditions. |
Long-Lived Assets | Property and equipment are recorded at cost and are depreciated over the estimated useful lives of the assets (generally two to five years) using the straight-line method. Amortization of leasehold improvements is computed on the straight-line method over the shorter of the remaining lease term or the estimated useful lives of the assets. Expenditures for repairs and maintenance are expensed as incurred. Gains and losses from the sale or retirement of property and equipment are charged to operations in the period realized or incurred. |
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Intangible assets consist of trademarks and patents at December 31, 2014 and 2013, which are being amortized on a straight-line basis over 3.0 to 8.3 years. Amortization expense was approximately $35,000 and $55,000 for the years ended December 31, 2014 and 2013, respectively. Amortization expense related to intangible assets in each of the next two years is expected to be incurred as follows: |
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Year Ending December 31, | | (Thousands) | | | | | |
2015 | | $ | 34 | | | | | |
2016 | | | 3 | | | | | |
Total | | $ | 37 | | | | | |
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The Company evaluates the carrying value of long-lived assets for impairment whenever events or changes in circumstances indicate that such carrying values may not be recoverable. The Company estimates the future undiscounted cash flows derived from an asset to assess whether or not a potential impairment exists when events or circumstances indicate the carrying value of a long-lived asset may differ. If the sum of the undiscounted cash flows is less than the carrying value, an impairment loss will be recognized, measured as the amount by which the carrying value exceeds the fair value of the asset. The Company uses its best judgment based on the most current facts and circumstances surrounding its business when applying these impairment rules to determine the timing of the impairment test, the undiscounted cash flows used to assess impairments and the fair value of a potentially impaired asset. Changes in assumptions used could have a significant impact on the Company’s assessment of recoverability. Numerous factors, including changes in the Company’s business, industry segment or the global economy could significantly impact management’s decision to retain, dispose of or idle certain of its long-lived assets. See Note 4 “Property and Equipment”, for information regarding asset impairment charges recognized by the Company. At December 31, 2014 and 2013, no impairment of the intangible assets had occurred and the amortization periods remain appropriate. |
Point-of-Purchase Displays | In the U.S., the cost of point-of-purchase displays is currently charged to sales and marketing expense as ownership is transferred to the customer upon shipment of the display. Displays are also sold to international distributors at which time, the sale is recognized in net sales and the cost is charged to cost of goods sold. The amount of displays sold is minimal. |
Revenue Recognition | The Company’s revenue is primarily generated through sales of sunglasses, goggles, prescription frames, and apparel, net of returns and discounts. Revenue from product sales is recognized when persuasive evidence of an arrangement exists, delivery has occurred, the sales price is fixed or determinable and collectability is reasonably assured. These criteria are usually met upon delivery to the Company’s “common” carrier, which is also when the risk of ownership and title passes to the Company’s customers. |
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Generally, the Company extends credit to customers after performing credit evaluations and does not require collateral. The Company’s payment terms generally range from net-30 to net-90, depending on the country or whether product is sold directly to retailers or to a distributor. The Company’s distributors are a combination of prepay and credit-term accounts. Credit may be extended to certain distributors, sometimes upon receipt of a letter of credit, credit evaluation, or use of credit insurance. Generally, the Company’s sales agreements with its customers, including distributors, do not provide for any rights of return or price protection. However, the Company does approve returns on a case-by-case basis, at its sole discretion. The Company records an allowance for estimated returns when revenue is recorded based on historical data and make adjustments when then Company considers it necessary. The allowance for returns is calculated using a three step process that includes: (i) calculating an average of actual returns as a percentage of sales over a rolling twelve month period; (ii) estimating the average time period between a sale and the return of the product (13 months at December 31, 2014) and (iii) estimating the value of the product returned. The reserve is calculated as the average return percentage times sales less discounts for the average return period less the estimated value of the product returned and adjustments are made as the Company considers necessary. Historically, actual returns have been within the Company’s expectations. If future returns are higher than the Company’s estimates, then earnings could be adversely affected. |
Advertising | The Company expenses advertising costs as incurred. Total advertising expense was approximately $540,000 and $394,000 for the years ended December 31, 2014 and 2013, respectively. |
Product Warranty | The Company warrants its products for one year. The standard warranty requires the Company to replace any product or portion thereof that is deemed a manufacturer’s defect. The Company records warranty expense as incurred and records the expense in cost of sales. Based on historical evidence and future estimates, warranty expense is considered to be immaterial to the consolidated financial statements and therefore no accrual was recorded as of December 31, 2014 and December 31, 2013. |
Research and Development | The Company expenses research and development costs as incurred. |
Shipping and Handling | The Company records shipping and handling costs charged to customers as revenue and other shipping and handling costs to cost of sales as incurred. |
Foreign Currency | The functional currencies of the Company’s subsidiaries, SPY North America and SPY Europe are their respective local currency. Accordingly, the Company is exposed to transaction gains and losses that could result from changes in foreign currencies. Assets and liabilities denominated in foreign currencies are translated at the rate of exchange on the balance sheet date. Revenues and expenses are translated using the average exchange rate for the period. Gains and losses from translation of foreign subsidiary financial statements are included in accumulated other comprehensive loss. |
Loss Per Share | Basic loss per share is computed by dividing net income or loss by the weighted-average number of common shares outstanding during the period. Diluted loss per share is calculated by including the additional shares of common stock issuable upon exercise of outstanding options and warrants, vesting of restricted stock and the conversion of convertible debt, using the treasury stock method. The following table lists the potentially dilutive equity instruments, each convertible into one share of common stock, used in the calculation of diluted earnings per share for the periods presented: |
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| | Year Ended | |
December 31, |
| | 2014 | | | 2013 | |
| | (Thousands) | |
Weighted average common shares outstanding—basic | | | 13,331 | | | | 13,155 | |
Assumed conversion of dilutive stock options, restricted stock, convertible debt and warrants | | | — | | | | — | |
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Weighted average common shares outstanding—dilutive | | | 13,331 | | | | 13,155 | |
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The following potentially dilutive instruments were not included in the diluted per share calculation for periods presented as their inclusion would have been antidilutive: |
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| | Year Ended | |
December 31, |
| | 2014 | | | 2013 | |
| | (Thousands) | |
Stock options | | | 3,139 | | | | 3,091 | |
Warrants | | | 244 | | | | 244 | |
Convertible debt | | | 4,240 | | | | 2,240 | |
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Total | | | 7,623 | | | | 5,575 | |
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Income Taxes | In assessing the realization of deferred tax assets, the Company considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income, and tax planning strategies in making this assessment. Based on the level of historical operating results and the uncertainty of the economic conditions, the Company recorded a full valuation allowance for SPY North America and SPY EUROPE at December 31, 2014 and 2013. |
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The Company may have had one or more ownership changes, as defined by Section 382 of the Internal Revenue Code (“IRC Section 382”) in previous years, and, as such, the use of its net operating losses may be limited in future years. The Company has not completed a formal IRC Section 382 study and analysis to determine the annual limitation on the use of the net operating losses; however, the limitations could be substantial. |
Royalties | The Company has several royalty agreements with third parties, including agreements with several athletes to use them in endorsing or advertising several of its products. Royalty expense during the years ended December 31, 2014 and 2013 was approximately $0.3 million and $0.5 million, respectively. |
Comprehensive Income (Loss) | Comprehensive income (loss) represents the results of operations adjusted to reflect all items recognized under accounting standards as components of comprehensive income (loss). Total comprehensive loss for the years ended December 31, 2014 and 2013 was approximately $2.0 million and $2.8 million, respectively. |
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The components of accumulated other comprehensive income, net of tax, are as follows: |
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| | December 31, | |
| | 2014 | | | 2013 | |
| | (Thousands) | |
Equity adjustment from foreign currency translation | | $ | 977 | | | $ | 275 | |
Unrealized (loss) gain on foreign currency exposure of net investment in foreign operations | | | (527 | ) | | | 245 | |
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Accumulated other comprehensive income | | $ | 450 | | | $ | 520 | |
Share-Based Compensation | The Company measures the cost of employee services received in exchange for an award of equity instruments based on the grant-date fair value of the award. Stock options generally vest annually over a three year period and the corresponding expense is ratably recognized over the same time period. No compensation cost is recognized for equity instruments for which employees do not render the requisite service. The grant-date fair value of employee share options and similar instruments is estimated using option-pricing models adjusted for the unique characteristics of those instruments. |
Debt Modifications | From time to time, the Company has modified and also anticipates modifying certain debt agreements. The Company has accounted for and expects to account for future changes in debt agreements as debt modifications and extinguishment of debt, where applicable, based on the relevant authoritative accounting guidance after considering the specific terms of any future debt modifications. |
Recently Issued Accounting Pronouncements | In May 2014, the FASB issued Accounting Standard Update (“ASU”) No. 2014-09, Revenue from Contracts with Customers (Topic 606) (“ASU 2014-09”), which outlines a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers and supersedes most current revenue recognition guidance, including industry-specific guidance. The standard requires entities to recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The new guidance also includes a cohesive set of disclosure requirements intended to provide users of financial statements with comprehensive information about the nature, amount, timing, and uncertainty of revenue and cash flows arising from the Company’s contracts with customers. ASU 2014-09 will be effective beginning the first quarter of the Company’s fiscal year 2017 and early application is not permitted. The standard allows for either “full retrospective” adoption, meaning the standard is applied to all of the periods presented, or “modified retrospective” adoption, meaning the standard is applied only to the most current period presented in the financial statements. Management is currently evaluating the effect ASU 2014-09 will have on the Company’s Consolidated Financial Statements and disclosures. |
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In August 2014, the FASB issued ASU No. 2014-15, Presentation of Financial Statements—Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern, which is intended to define management’s responsibility to evaluate whether there is substantial doubt about an organization’s ability to continue as a going concern and to provide related footnote disclosures. This ASU provides guidance to an organization’s management, with principles and definitions that are intended to reduce diversity in the timing and content of disclosures that are commonly provided by organizations today in the financial statement footnotes. The amendments are effective for annual periods ending after December 15, 2016, and interim periods within annual periods beginning after December 15, 2016. Early application is permitted for annual or interim reporting periods for which the financial statements have not previously been issued. The Company does not intend to early adopt this standard. The adoption of this standard will not have an impact on the financial condition of the Company. |