-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, QqG2KAWCIcZLYuLKrZkhSoqKSQ1LLmBZn02CM7LX5/LjcD627hecpL/ApPOK9WP0 tNZtlSQS0Z+MGLgfCJFGcw== 0001104659-08-031648.txt : 20080509 0001104659-08-031648.hdr.sgml : 20080509 20080509113539 ACCESSION NUMBER: 0001104659-08-031648 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20080508 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20080509 DATE AS OF CHANGE: 20080509 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Summer Infant, Inc. CENTRAL INDEX KEY: 0001314772 STANDARD INDUSTRIAL CLASSIFICATION: MISCELLANEOUS MANUFACTURING INDUSTRIES [3990] IRS NUMBER: 201994619 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-33346 FILM NUMBER: 08816783 BUSINESS ADDRESS: STREET 1: 1275 PARK EAST DRIVE CITY: WOONSOCKET STATE: RI ZIP: 02895 BUSINESS PHONE: 401-334-9966 MAIL ADDRESS: STREET 1: 1275 PARK EAST DRIVE CITY: WOONSOCKET STATE: RI ZIP: 02895 FORMER COMPANY: FORMER CONFORMED NAME: KBL Healthcare Acquisition Corp. II DATE OF NAME CHANGE: 20050119 8-K 1 a08-14043_18k.htm 8-K

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

 

May 8, 2008

Date of Report (Date of earliest event reported)

 

SUMMER INFANT, INC.

(Exact Name of Registrant as Specified in Charter)

 

DELAWARE

 

001-33346

 

20-1994619

(State or Other

 

(Commission File Number)

 

(IRS Employer

Jurisdiction of Incorporation)

 

Identification No.)

 

 

 

1275 PARK EAST DRIVE
WOONSOCKET, RHODE ISLAND

 

02895

(Address of Principal Executive Offices)

 

(Zip Code)

 

(401) 671-6550

(Registrant’s telephone number, including area code)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 



 

Item 2.02.              Results of Operations and Financial Condition.

 

                                The registrant is furnishing this Current Report on Form 8-K in connection with the disclosure of information, in the form of the textual information from a press release released on May 8, 2008.

 

                                The information in this Current Report on Form 8-K (including the exhibit) is furnished pursuant to Item 2.02 and shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section.

 

                                The registrant does not have, and expressly disclaims, any obligation to release publicly any updates or any changes in the registrant’s expectations or any change in events, conditions, or circumstances on which any forward-looking statement is based.

 

                                The text included with this Report is available on the registrant’s website located at www.summerinfant.com, although the registrant reserves the right to discontinue that availability at any time.

 

Item 9.01.              Financial Statements and Exhibits.

 

                (a)           Financial Statements of Business Acquired.

 

                                Not applicable.

 

                (b)           Pro Forma Financial Information.

 

                                Not applicable.

 

                (c)           Shell Company Transactions.

 

                                Not applicable.

 

                (d)           Exhibits.

 

Exhibit
Number 

 

 

99.1

 

Press release from Summer Infant, Inc., dated May 8, 2008, entitled “Summer Infant, Inc. Announces First Quarter 2008 Results”

 

2



 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

 

SUMMER INFANT, INC.

 

 

 

 

 

 

Date: May 9, 2008

By:

/s/Joseph Driscoll

 

 

Joseph Driscoll

 

 

Chief Financial Officer

 

3



 

EXHIBIT INDEX

 

 

Exhibit
Number 

 

Description

99.1

 

Press release from Summer Infant, Inc., dated May 8, 2008, entitled “Summer Infant, Inc. Announces First Quarter 2008 Results”

 

4


EX-99.1 2 a08-14043_1ex99d1.htm EX-99.1

 

 

Exhibit 99.1

 

For Immediate Release

 

Summer Infant, Inc. Announces First Quarter 2008 Results

 

·                  First quarter 2008 net revenues increased over 65% year over year to $28.4 million

 

·                  First quarter 2008  EBITDA increased approximately 58% year over year to $2.6 million

 

·                  Raises pro forma 2008 guidance to reflect the impact of higher than expected sales in addition to the Basic Comfort and Kiddopotamus acquisitions

 

-                    Revenue expected to be in the  range of $129.0 to $133.0 million

 

-                    EBITDA expected to be in the range of $13.8 to $14.4 million

 

-                    EPS expected  to be in the range of $0.37 to $0.40 per share

 

Woonsocket, RI, May 8, 2008 – Summer Infant, Inc. (the “Company”) (Nasdaq: SUMR, SUMRW) today announced financial results for the first quarter ended March 31, 2008.

 

First Quarter 2008 Results

 

Prior to March 7, 2007, the Company was known as KBL Healthcare Acquisition Corp. II (“KBL”).  With respect to the results for the first quarter of 2007, the Company has included and refers below solely to the Pro Forma operating performance of Summer Infant (USA), Inc., Summer Infant Europe Limited and Summer Infant Asia Ltd (collectively, the “Summer Operating Companies”) on a stand alone basis (excluding the combination with KBL), as this is the clearest comparison of the underlying operations year over year.  The full year 2007 results for the Company may be found in the Company’s 10-K for the year ended December 31, 2007, which was filed on March 27, 2008.

 

Net revenues for the first quarter of 2008 were $28.43 million, a 65.6% increase from $17.17 million in the first quarter of 2007.  This growth was driven primarily by an expanded product offering at existing customers and penetration into a larger number of stores within existing customers’ networks.  The Company benefited from strong increases at all major existing customers as well as solid growth from new customers, such as Wal-Mart and Lowe’s.  The increase in revenue was also driven by new product launches within the soft goods and baby gear categories in addition to strong sales of the 3 Stage Super Seat.  In addition, sales momentum remains strong in core categories, including baby monitors, which continues to benefit from solid performance of the new flat screen monitor.

 

Gross profit for the first quarter of 2008 was $9.94 million, a 51.4% increase compared to $6.56 million in the first quarter of 2007.  Gross margin for the first quarter of 2008 decreased to 35.0% from 38.2% in the first quarter of 2007 and 37.0% in the fourth quarter of 2007.  As expected, gross margins continued to be negatively impacted by an increase in costs for products sourced from China, higher resin costs for products manufactured in the US and a change in product mix.  The Company continues to make progress on implementing alternative sourcing strategies and price increases.

 

Selling, general and administrative (“SG&A”) expenses excluding depreciation and amortization as well as stock based compensation expense for the first quarter of 2008 were $7.33 million, or 25.8% of net revenues, compared to $4.90 million, or 28.6% of net revenues, in the first quarter of 2007. The year-over-year decrease as a percentage of net revenues was primarily due to leveraging fixed costs on higher sales.

 



 

Operating income was $2.05 million in the first quarter of 2008, compared to $1.20 million in the first quarter of 2007.  Earnings before interest, taxes, depreciation and amortization (“EBITDA”) increased 57.5% to $2.61 million for the first quarter of 2008 compared to the $1.66 million reported in the first quarter of 2007.  EBITDA margin in the first quarter of 2008 decreased to 9.2% of net revenues from 9.6% in the year-ago quarter primarily due to increased cost of goods sold, partially offset by the ability to leverage fixed costs on higher sales.

 

For the quarter ended March 31, 2008, net income was $1.00 million and earnings per share totaled $0.07 compared to $0.76 million of net income and $0.05 per share in the first quarter of 2007.

 

As of March 31, 2008, the Company had $2.2 million of cash and $32.5 million of debt on the balance sheet.  The debt consists of $28.2 million outstanding on the Company’s line of credit with Bank of America and $4.3 million of other debt primarily related to the mortgage on the new corporate headquarters.  On April 10, 2008, the Company secured a new $50.0 million bank facility. Including the amounts borrowed to fund the Kiddopotamus acquisition in April, the total unused capacity of its borrowing facilities is now approximately $8.0 million.

 

Acquisitions

 

Basic Comfort

 

On March 31, 2008, the Company acquired substantially all of the assets of Basic Comfort, Inc.  (“Basic Comfort”), a leading manufacturer and supplier of infant comfort and safety products, including infant sleep positioners, infant head supports and portable changing pads.  The acquisition price was approximately $4.7 million in cash and 450,000 shares of unregistered Summer Infant common stock, which were valued at approximately $1.8 million using the $3.95 closing stock price on March 31, 2008.  The owners of Basic Comfort can receive additional payments based on the achievement of certain EBITDA targets for the twelve months ended March 31, 2009.

 

Kiddopotamus

 

On April 18, 2008, the Company completed the acquisition of Kiddopotamus & Company (“Kiddopotamus”), a leading manufacturer and supplier of infant nursery, travel and feeding accessories.  The total purchase price paid by the Company to the stockholders of Kiddopotamus, plus the payment of various closing expenses, was approximately $12.5 million.  Of the total purchase price, approximately $9.6 million was paid in cash and $2.9 million was paid by the issuance of 697,890 unregistered shares of the Company’s common stock.

 

2008 Pro Forma Guidance

The company is also updating its 2008 revenue, EBITDA and EPS guidance to reflect the impact of higher than expected sales in addition to the Basic Comfort acquisition which closed on March 31, 2008 and the acquisition of Kiddopotamus, which closed on April 18, 2008. The following guidance assumes that the transactions occurred on January 1, 2008, and therefore, is on a pro forma basis.  The Company now expects net revenues for 2008 to be in the range of $129.0 to $133.0 million, up from the previous guidance range of $95.0 to $100.0 million. The Company expects EBITDA for 2008 to be in the range of $13.8 to $14.4 million, up from the previous guidance range of $10.2 to $10.6 million.  The Company now expects earnings per share for 2008 to be in the range of $0.37 to $0.40, up from the previous guidance range of $0.30 to $0.32.  This outlook assumes stable currency exchange rates and raw material prices for the remainder of the fiscal year and, to the extent there are further changes in currency

 



 

valuation or raw material prices, that the Company is successful in implementing future select price increases to its customers.

 

“We are very pleased with our performance in the first quarter,” commented Jason Macari, Chief Executive Officer of the Company.  “While we continued to face rising raw material, currency and labor cost headwinds in China, we remain focused on growing our business and positioning it for the long term.   Our recently announced acquisitions of Basic Comfort and Kiddopotamus complement our existing product offerings, enable us to expand our brand presence at existing customers, and provide access to new retailers.  We are confident we can realize significant sales and cost synergies, as we integrate these operations into our existing platform. In addition, we are very pleased with our ability to expand our bank facilities to a total of $50.0 million in April, providing us with additional access to capital despite the turbulent financial markets.”

 

Mr. Macari continued, “Looking ahead, we expect our sales momentum in 2008 to remain healthy, as ordering rates and customer feedback continue to suggest solid demand for 2008.  While we anticipate raw material inflation, higher labor costs and devaluation of the US dollar in China to continue to pressure gross margins in the near-term, we have been able to implement select price increases in order to pass on some of the incremental costs we are experiencing in the marketplace.  We expect these price increases to begin to take effect in the second half of 2008. In addition, we continue to implement sourcing and supply chain initiatives to help offset some of the cost pressures we are incurring.”

 

Summer Infant is also presenting pro forma results for the first quarter of 2008, which include the results of Basic Comfort and Kiddopotamus, in order to provide additional information to investors as to the relative impact of these companies on the overall Summer Infant business.  Note that these results reflect the performance of the companies prior to being part of Summer Infant, and therefore the results going forward could differ materially from these results.  For the three months ended March 31, 2008, the consolidated pro forma results of Summer Infant, including Basic Comfort and Kiddopotamus, were as follows: a) net revenues totaled $34.4 million; b) EBITDA totaled $3.6 million; and c) earnings per share totaled $0.10 per share.  These results are unaudited.

 

Summer Infant, Inc. will host a conference call today, Thursday, May 8, 2008 at 4:30 p.m. Eastern Time, to discuss financial results for its first quarter ended March 31, 2008.  This call is being web cast and can be accessed by visiting the Investor section of our website at www.summerinfant.com.  Investors may also listen to the call via telephone by dialing (913) 312-0821 (pass code 2498037). In addition, a telephone replay will be available by dialing (719) 457-0820 (pass code 2498037) through May 22, 2008, at 11:59 p.m. Eastern Time.

 

About Summer Infant, Inc.

 

Based in Woonsocket, Rhode Island, the Company is a designer, marketer and distributor of branded durable juvenile health, safety and wellness products (for ages 0-3 years), which are sold principally to large U.S. retailers.  The Company currently sells proprietary products in a number of different categories, including nursery audio/video monitors, safety gates, durable bath products, bed rails, infant thermometers and related nursery, health and safety products, booster and potty seats, soft goods, bouncers, strollers, travel accessories, highchairs and swings.

 

Use of Non-GAAP Financial Information

 

This release includes presentations of EBITDA, which is defined as income before interest and taxes plus depreciation, amortization and non cash stock option expense.  The Company believes that the presentation of EBITDA provides useful information to investors as it indicates more clearly the ability of the Company’s assets to generate cash sufficient to pay interest on its indebtedness, meet capital

 



 

expenditure and working capital requirements and otherwise meet its obligations as they become due.  EBITDA is commonly used as a measure of leverage capacity, debt service ability and liquidity.  EBITDA is not considered a measure of financial performance under U.S. generally accepted accounting principles (GAAP), and the items excluded from EBITDA are significant components in understanding and assessing our financial performance.  EBITDA should not be considered in isolation or as an alternative to such GAAP measures as net income, cash flows provided by or used in operating, investing or financing activities or other financial statement data presented in our consolidated financial statements as an indicator of financial performance or liquidity.  The Company provides reconciliations of EBITDA and any other non-GAAP financial measures in its press releases of historical performance.  However, reconciliation for forward-looking EBITDA projections presented in this release is not being provided due to the number of variables in the projected range of EBITDA.  The EBITDA range in this release is calculated in accordance with the Company’s past practices. Since EBITDA is not a measure determined in accordance with GAAP and is susceptible to varying calculations, EBITDA, as presented, may not be comparable to other similarly titled measures of other companies.

 

Forward Looking Statements

 

Certain statements in this release that are not historical fact may be deemed “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, and the Company intends that such forward-looking statements be subject to the safe harbor created thereby.  These forward-looking statements relate to information or assumptions about the acquisitions of Basic Comfort, Inc. and Kiddopotamus and Company, benefits and synergies of these transactions, future opportunities for the combined company and products and any other statements regarding the future expectations, beliefs, goals or prospects of the Company. These statements are accompanied by words such as “anticipate,” “expect,” “project,” “will,” “believes,” “estimate” and similar expressions. The Company cautions that these statements are qualified by important factors that could cause actual results to differ materially from those reflected by such forward-looking statements.  Such factors include the concentration of the Company’s business with retail customers; the ability of the Company to compete in its industry; the Company’s dependence on key personnel; the Company’s reliance on foreign suppliers; the costs associated with pursuing and integrating strategic acquisitions; and other risks as detailed in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2007, and subsequent filings with the Securities and Exchange Commission.  The Company assumes no obligation to update the information contained in this presentation.

 

Contact:

 

Joe Driscoll

Chief Financial Officer

Summer Infant, Inc.

(401) 671-6922

 

or

 

Devlin Lander

Integrated Corporate Relations

(415) 292-6855

 



 

Summer Operating Companies

Consolidated Statement of Income (unaudited)

 (in thousands of US dollars, except for share and per share data)

 

 

 

Three Months Ended March 31,

 

 

 

2008

 

2007(a)

 

 

 

 

 

 

 

Net revenues

 

$

28,425

 

$

17,170

 

Cost of goods sold

 

18,490

 

10,607

 

Gross profit

 

9,935

 

6,563

 

Selling, general, and administrative expenses

 

7,326

 

4,907

 

Depreciation & amortization

 

471

 

305

 

Non-cash stock option expense

 

90

 

153

 

Income before interest

 

2,048

 

1,198

 

Interest expense (income)

 

382

 

(64

)

Income before taxes

 

1,666

 

1,262

 

Provision for income taxes (b)

 

662

 

505

 

Net income

 

$

1,004

 

$

757

 

 

 

 

 

 

 

Earnings per share

 

$

0.07

 

$

0.05

 

 

 

 

 

 

 

Shares used in fully diluted EPS

 

13,908,000

 

13,908,000

 

 

 

 

 

 

 

EBITDA Reconciliation:

 

 

 

 

 

Income before interest

 

2,048

 

1,198

 

Plus: depreciation & amortization

 

471

 

305

 

Plus: non-cash stock option expense

 

90

 

153

 

EBITDA

 

$

2,609

 

$

1,656

 


(a) The above condensed income statement reflects the unaudited operating performance of Summer Operating Companies on a stand alone basis for Q1 of 2008 versus 2007.  This is the clearest comparison of the underlying operations year over year, as it excludes the impacts of the combination with KBL. This is a pro forma comparison for informational purposes only.  The actual reporting in Form 10-K for the year ended December 31, 2007 contains the twelve months of activity of KBL Healthcare plus the Summer operating performance subsequent to the merger (March 6, 2007 through December 31, 2007).

(b) Provision for income taxes assumes a pro forma income tax rate of 40% for 2007.

 



 

Summer Infant, Inc.

Consolidated Pro Forma Statement of Income (unaudited)

 (in thousands of US dollars, except for share and per share data)

 

 

 

Three Months Ended March 31, 2008

 

 

 

Summer Infant

 

Acquired Companies (a)

 

Pro forma Total

 

 

 

 

 

 

 

 

 

Net revenues

 

$

28,425

 

$

5,929

 

$

34,354

 

Cost of goods sold

 

18,490

 

3,472

 

21,962

 

Gross profit

 

9,935

 

2,457

 

12,392

 

Selling, general, and administrative expenses

 

7,326

 

1,465

 

8,791

 

Depreciation & amortization

 

471

 

22

 

493

 

Non-cash stock option expense

 

90

 

0

 

90

 

Income before interest

 

2,048

 

970

 

3,018

 

Interest expense (b)

 

382

 

196

 

578

 

Income before taxes

 

1,666

 

774

 

2,440

 

Provision for income taxes

 

662

 

307

 

969

 

Net income

 

$

1,004

 

$

467

 

$

1,471

 

Earnings per share

 

$

0.07

 

 

 

$

0.10

 

 

 

 

 

 

 

 

 

Shares used in fully diluted EPS (d)

 

13,908,000

 

 

 

15,056,000

 

 

 

 

 

 

 

 

 

EBITDA reconciliation:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Income before interest

 

2,048

 

970

 

3,018

 

plus: depreciation and amortization

 

471

 

22

 

493

 

plus: non-cash stock option expense

 

90

 

0

 

90

 

 

 

 

 

 

 

 

 

EBITDA

 

$

2,609

 

$

992

 

$

3,601

 


(a) The results of Basic Comfort and Kiddopotamus are unaudited, and reflect their performance for the first three months of 2008 prior to their being acquired by Summer Infant.  The results are being presented to give the reader additional information regarding these acquisitions and their relative impact on Summer Infant.

(b) Interest expense is a pro forma calculation which assumes a January 1, 2008 acquisition date, and therefore it calculates the additional interest related to the amounts borrowed to fund the acquisitions of Basic Comfort and Kiddopotamus.

(c) Provision for income taxes is presented using a 39.7% effective rate for the acquired companies (comparable to the rate used for Summer Infant on a stand alone basis in Q1).

(d) Outstanding shares for EPS purposes assume that the 1,148,000 shares issued in conjunction with acquisitions were issued as of January 1, 2008.

 



 

Summer Infant, Inc.

Consolidated Balance Sheet

(in thousands of US dollars)

 

 

 

 

Unaudited
March 31, 2008

 

Audited
December 31, 2007

 

 

 

 

 

 

 

Cash and cash equivalents

 

$

2,283

 

$

1,771

 

Trade receivables

 

26,570

 

21,245

 

Inventory

 

22,251

 

19,327

 

Property and equipment, net

 

9,657

 

9,279

 

Goodwill and other intangibles

 

45,581

 

40,099

 

Other assets

 

1,303

 

1,504

 

Total assets

 

$

107,645

 

$

93,225

 

 

 

 

 

 

 

Line of credit

 

$

28,213

 

$

17,591

 

Accounts payable, accrued expenses and other liabilities

 

19,116

 

18,122

 

Current portion of long term liabilities

 

273

 

265

 

Long term debt, less current portion

 

4,008

 

3,977

 

Total liabilities

 

51,610

 

39,955

 

 

 

 

 

 

 

Total stockholders equity

 

56,035

 

53,270

 

Total liabilities & stockholders equity

 

$

107,645

 

$

93,225

 

 

The March 31, 2008 amounts include the effects of the acquisition of Basic Comfort, which occurred on March 31, 2008.

 


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