10-Q/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q/A

(Amendment No. 1)

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 25, 2012

OR

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from             to            

Commission File Number: 001-35495

Tumi Holdings, Inc.

(Exact name of registrant as specified in its charter)

Delaware	04-3799139
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
1001 Durham Ave., South Plainfield, NJ	07080
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (908) 756-4400

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  x    No  ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes  x    No  ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	¨	Accelerated filer	¨
Non-accelerated filer	x	Smaller reporting company	¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  ¨    No  x

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

Class	May 23, 2012
Common Stock, $0.01 Par Value	67,866,667 shares

EXPLANATORY NOTE

This Amendment No. 1 on Form 10-Q/A (this “Amendment”) amends the Quarterly Report on Form 10-Q of Tumi Holdings, Inc. for the quarter ended March 25, 2012 filed with the Securities and Exchange Commission on May 23, 2012 (the “Form 10-Q”) for the sole purpose of furnishing the Interactive Data Files as Exhibit 101 in accordance with Rule 405(a)(2) of Regulation S-T. As permitted by Rule 405(a)(2)(ii) of Regulation S-T, Exhibit 101 is required to be furnished by amendment within 30 days of the filing date of the Form 10-Q.

No other changes have been made to the Form 10-Q. This Amendment does not reflect events that may have occurred subsequent to the original filing date, and does not modify or update in any way the disclosures made in the Form 10-Q.

ITEM 6. Exhibits

Exhibit Number	Description
3.1*	Amended and restated certificate of incorporation
3.2*	Amended and restated by-laws
10.1b*	Amendment no. 1 to the amended and restated subscription and stockholders agreement, dated April 24, 2012
10.2b*	Amended and restated registration rights agreement by and among the Company, Doughty Hanson & Co IV Nominees One Limited, Doughty Hanson & Co IV Nominees Two Limited, Doughty Hanson & Co IV Nominees Three Limited, Doughty Hanson & Co IV Nominees Four Limited and the other stockholders named therein, dated April 24, 2012
10.10*	Director nomination agreement among the Company, Doughty Hanson & Co IV Nominees One Limited, Doughty Hanson & Co IV Nominees Two Limited, Doughty Hanson & Co IV Nominees Three Limited, Doughty Hanson & Co IV Nominees Four Limited and Officers Nominees Limited, dated April 24, 2012
10.12*	Tumi Holdings, Inc. long term incentive plan, effective as of April 24, 2012
31.1*	Principal executive officer certification pursuant to Securities Exchange Act of 1934 Rules 13a-14 and 15d-14, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2*	Principal financial officer certification pursuant to Securities Exchange Act of 1934 Rules 13a-14 and 15d-14, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1*	Principal executive officer certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2*	Principal financial officer certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS†	XBRL Instance Document
101.SCH†	XBRL Taxonomy Extension Schema Document
101.CAL†	XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF†	XBRL Taxonomy Extension Definition Linkbase Document
101.LAB†	XBRL Taxonomy Extension Label Linkbase Document
101.PRE†	XBRL Taxonomy Extension Presentation Linkbase Document

* Previously filed in the Quarterly Report on Form 10-Q of Tumi Holdings, Inc. for the quarter ended March 25, 2012 filed on May 23, 2012.

† Pursuant to Rule 406T of Regulation S-T, the Interactive Data Files on Exhibit 101 hereto are deemed furnished and not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, are deemed furnished and not filed for purposes of Section 18 of the Securities Exchange Act of 1934, and otherwise are not subject to liability under these sections.

SIGNATURE

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 thereunto duly authorized this 15^th day of June 2012.

/s/ Jerome Griffith

Jerome Griffith

Chief Executive Officer, President and Director

/s/ Michael J. Mardy

Michael J. Mardy

Chief Financial Officer, Executive Vice President and Director

4

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Stockholders' Equity

3 Months Ended

Mar. 25, 2012

Stockholders' Equity [Abstract]

STOCKHOLDERS' EQUITY

3. STOCKHOLDERS’ EQUITY

Activity for the three months ended March 25, 2012 in the accounts of Stockholders’ Equity is summarized below:

	Common Stock										Accumulated Other Comprehensive Income (Loss)		Total
	Shares		Par Value		Additional Paid- in Capital		Treasury Stock		Accumulated Deficit
	(In thousands, except share data)
Balance as of January 1, 2012		52,536,252	$	525	$	48,968	$	(174)	$	(29,617)	$	(985)	$	18,717
Net income		—		—		—		—		2,897		—		2,897
Foreign currency translation adjustment		—		—		—		—		—		545		545
Balance as of March 25, 2012		52,536,252	$	525	$	48,968	$	(174)	$	(26,720)	$	(440)	$	22,159

The balance in accumulated other comprehensive income (loss) consists only of foreign currency translation adjustments.

See Note 16, Subsequent Events, for disclosures relating to common shares issued and net proceeds received in connection with the Company’s IPO as well as common stock splits that occurred in April 2012.

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Recently Issued Accounting Pronouncements

3 Months Ended

Mar. 25, 2012

Recently Issued Accounting Pronouncements [Abstract]

RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

2. RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

In May 2011, the FASB issued guidance clarifying how to measure and disclose fair value. This guidance amends the application of the “highest and best use” concept to be used only in the measurement of fair value of nonfinancial assets, clarifies that the measurement of the fair value of equity-classified financial instruments should be performed from the perspective of a market participant who holds the instrument as an asset, clarifies that an entity that manages a group of financial assets and liabilities on the basis of its net risk exposure can measure those financial instruments on the basis of its net exposure to those risks, and clarifies when premiums and discounts should be taken into account when measuring fair value. The fair value disclosure requirements were also amended. This new guidance is effective for fiscal years and interim periods beginning after December 15, 2011. The Company adopted the amended guidance effective January 1, 2012 and it did not have a material effect on its condensed consolidated financial statements.

In September 2011, the FASB issued guidance that simplified how entities test for goodwill impairment. This guidance permits entities to first assess qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount as a basis for determining whether it is necessary to perform a two-step goodwill impairment test. This guidance is effective for annual and interim goodwill impairment tests performed for fiscal years beginning after December 15, 2011, and early adoption is permitted. The Company adopted the amended guidance effective January 1, 2012 and it did not have a material effect on its condensed consolidated financial statements.

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Condensed Consolidated Balance Sheets (USD $) In Thousands, unless otherwise specified	Mar. 25, 2012	Dec. 31, 2011
CURRENT ASSETS
Cash and cash equivalents	$ 30,544	$ 32,735
Accounts receivable, less allowance for doubtful accounts of approximately $473 and $462 at March 25, 2012 and December 31, 2011, respectively	22,224	22,833
Other receivables	1,841	1,724
Inventories	63,061	60,456
Prepaid expenses and other current assets	3,744	3,056
Deferred offering costs	3,422	1,996
Deferred tax assets, current	2,218	2,218
Total current assets	127,054	125,018
Property, plant and equipment, net	36,799	36,500
Deferred tax assets, noncurrent	2,046	2,046
Joint venture investment	2,386	2,122
Goodwill	142,773	142,773
Intangible assets, net	131,151	131,219
Deferred financing costs, net of accumulated amortization of $2,633 and $2,539 at March 25, 2012 and December 31, 2011, respectively	826	920
Other assets	5,290	5,743
Total assets	448,325	446,341
CURRENT LIABILITIES
Accounts payable	23,982	27,308
Accrued expenses	23,464	26,683
Current portion of long-term debt	16,000	12,000
Income taxes payable	2,800	4,324
Total current liabilities	66,246	70,315
Long-term debt	48,000	52,000
Other long-term liabilities	6,582	6,257
Mandatorily redeemable preferred stock and preferred equity interests	257,715	251,429
Deferred tax liabilities	47,623	47,623
Total liabilities	426,166	427,624
Commitments and contingencies
STOCKHOLDERS' EQUITY
Common stock--$0.01 par value; 52,536,252 shares authorized and issued; 52,536,224 shares outstanding	525	525
Additional paid-in capital	48,968	48,968
Treasury stock, at cost	(174)	(174)
Accumulated deficit	(26,720)	(29,617)
Accumulated other comprehensive loss	(440)	(985)
Total stockholders' equity	22,159	18,717
Total liabilities and stockholders' equity	$ 448,325	$ 446,341

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Condensed Consolidated Statements of Cash Flows (Unaudited) (USD $) In Thousands, unless otherwise specified	3 Months Ended
	Mar. 25, 2012	Mar. 27, 2011
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss)	$ 2,897	$ (83)
Adjustments to reconcile net income to net cash provided by operating activities
Depreciation and amortization	2,609	2,458
Amortization of deferred financing costs	93	208
Allowance for doubtful accounts	10	(74)
Joint venture earnings	(264)	(27)
Loss on disposal of fixed assets	493
Dividend expense on mandatorily redeemable preferred stock and preferred equity interests	6,286	5,714
Other non-cash charges	117	(379)
Changes in operating assets and liabilities
Accounts receivable	701	(2,491)
Other receivables	(106)	(495)
Inventories	(2,487)	(623)
Prepaid expenses and other current assets	(669)	(702)
Other assets	549	938
Accounts payable	(3,389)	(1,087)
Accrued expenses	(3,371)	(3,352)
Income taxes payable	(1,524)	(1,078)
Other liabilities	316	(119)
Total adjustments	(636)	(1,109)
Net cash provided by (used in) operating activities	2,261	(1,192)
CASH FLOWS FROM INVESTING ACTIVITIES
Capital expenditures	(3,496)	(2,821)
Net cash used in investing activities	(3,496)	(2,821)
CASH FLOWS FROM FINANCING ACTIVITIES
Payments received on stockholder loans		6
Payments for deferred offering costs	(1,003)
Net cash (used in) provided by financing activities	(1,003)	6
Effect of exchange rate changes on cash	47	158
Net decrease in cash and cash equivalents	(2,191)	(3,849)
Cash and cash equivalents at beginning of period	32,735	19,209
Cash and cash equivalents at end of period	30,544	15,360
Supplemental disclosures of cash flow information:
Noncash investing activity--property, plant and equipment obligations	2,822	1,064
Noncash financing activity--deferred offering costs obligations	$ 2,281

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Subsequent Events

3 Months Ended

Mar. 25, 2012

Subsequent Events [Abstract]

SUBSEQUENT EVENTS

16. SUBSEQUENT EVENTS

Initial Public Offering

In April 2012, the Company completed its IPO of 15,608,221 shares of common stock sold by the Company and 5,988,624 shares of common stock sold by the selling stockholders (inclusive of 2,816,980 shares of common stock from the full exercise of the over allotment option of shares granted to the underwriters). The initial public offering price of the shares sold in the IPO was $18.00 per share. The Company did not receive any proceeds from the sale of shares by the selling stockholders. The total proceeds to the Company, net of underwriters’ discounts and commissions, were approximately $264.1 million. The Company used the net proceeds received from the IPO to repurchase all of its preferred stock and preferred equity interests and 277,778 shares of its common stock owned by funds managed by, or entities affiliated with, Doughty Hanson & Co Managers Limited (“Doughty Hanson”), the Company’s majority stockholder. The IPO costs incurred, of which $3.4 million were included in deferred offering costs as of March 25, 2012, will be charged against the net proceeds of the IPO and recorded in stockholders’ equity in the period the IPO was completed.

In connection with the IPO, the Company also:

• effected a 101.200929-for-1 common stock split effective April 4, 2012 and a subsequent 1.037857-for-1 common stock split effective April 19, 2012;

• merged the LLC with and into Tumi Holdings, Inc., with Tumi Holdings, Inc. continuing as the surviving corporation, and cancelled all common interests in the LLC;

• increased its authorized shares of common stock to 350,000,000 and authorized 75,000,000 shares of preferred stock;

• entered into an amended and restated credit facility effective April 4, 2012;

• paid a special cash bonus of $5,511,693 to its CEO (See Note 10, Commitments and Contingencies—Bonus Agreement), which will be expensed in the period the IPO was completed; and

• adopted its 2012 Long-Term Incentive Plan (the “2012 Plan”).

Stock Splits

As disclosed above, in April 2012, the Company’s Board of Directors approved a 101.200929-for-1 common stock split and a subsequent 1.037857-for-1 common stock split, which were effective April 4, 2012 and April 19, 2012, respectively.

All common share and per share amounts in the condensed consolidated financial statements have been adjusted retrospectively for all periods presented to reflect the 101.200929-for-1 and 1.037857-for-1 common stock splits. As no change was made to the par value of the common shares, the Company retrospectively reclassified a total of $520,000 from additional paid-in capital to common stock as of March 25, 2012 and December 31, 2011. Of the $520,000, $501,000 was reflected in the consolidated financial statements included in the Prospectus.

Amended and Restated Credit Facility

In connection with the IPO, on April 4, 2012, Tumi, Inc. and Tumi Stores, Inc. (the “Borrowers”) entered into an amended and restated credit facility (the “Amended Credit Facility”), with Wells Fargo Bank National Association (“Wells Fargo”) as lender and collateral agent.

The Amended Credit Facility consolidates the term loan facility and the revolving credit facility provided in the Company’s credit facility in effect as of March 25, 2012 (See Note 9, Credit Facility) into a single $70 million senior secured revolving credit facility with Wells Fargo as the sole lender, and extends the maturity of the facility until April 4, 2017. The Amended Credit Facility includes a letter of credit sublimit not to exceed the undrawn amount of the revolving commitments.

Borrowings under the Amended Credit Facility will bear interest at a per annum rate equal to, at the Borrowers’ option, the one, two, three or six month (or such other period as Wells Fargo may agree) LIBOR rate plus a margin of 1.00% or 1.25%, or a base rate (the greater of (i) Wells Fargo’s prime rate in effect on such day and (ii) the federal funds rate plus 1/2 of 1.00%) plus a margin of zero or 0.25%. The Borrowers are required to pay an undrawn commitment fee equal to 0.15% or 0.20% of the undrawn portion of the commitments under the Amended Credit Facility, as well as customary letter of credit fees. The margin added to LIBOR, or the base rate, as well as the amount of the commitment fee, will depend on Tumi, Inc.’s leverage at the time. Interest is payable monthly, bi-monthly or quarterly on LIBOR rate loans depending on the interest period for each LIBOR rate loan, or quarterly on base rate loans.

All obligations under the Amended Credit Facility are required to be guaranteed by each of the Borrowers’ material domestic subsidiaries, subject to certain exclusions. The obligations under the Amended Credit Facility are secured by substantially all of the Borrowers’ assets and, if applicable, those of the Borrowers’ subsidiary guarantors. Currently the Borrowers do not have any subsidiary guarantors.

The Amended Credit Facility contains customary covenants, including, but not limited to, limitations on the ability of the Borrowers and their subsidiaries to incur additional debt and liens, dispose of assets, and make certain investments and restricted payments, including the prepayment of certain debt and cash dividends. In addition, the Amended Credit Facility contains financial covenants requiring that the Borrowers maintain (a) a minimum ratio of consolidated adjusted EBITDA to consolidated cash interest expense (as such terms are defined in the Amended Credit Facility) of not less than 4.00 to 1.00 and (b) a maximum ratio of consolidated total debt to consolidated adjusted EBITDA of no greater than 2.25 to 1.00.

The Amended Credit Facility also contains customary events of default, including, but not limited to, payment defaults, breaches of representations and warranties, covenant defaults, cross-defaults under material debt, certain events of bankruptcy and insolvency, defaults based on certain judgments, failure of any material provision of any loan document to be in full force and effect, change of control, and certain ERISA defaults. If an event of default were to occur and continue, amounts due under the Amended Credit Facility could be accelerated and the commitments to extend credit thereunder terminated, and the rights and remedies of Wells Fargo under the Amended Credit Facility available under the applicable loan documents could be exercised, including rights with respect to the collateral securing the obligations under the Amended Credit Facility.

The Company’s management is in the process of evaluating whether entering into the Amended Credit Facility is a modification or extinguishment of debt pursuant to the FASB’s guidance.

2012 Long-Term Incentive Plan

As disclosed above, the Company adopted the 2012 Plan effective April 18, 2012, which has a term of ten years. The Company’s compensation committee will generally designate those employees, consultants and non-employee directors eligible to participate in the 2012 Plan. Subject to adjustment in the event of a merger, recapitalization, stock split, reorganization or similar transaction, 6,786,667 shares, or the share limit, are reserved for issuance in connection with awards granted under the 2012 Plan. Any unexercised, unconverted or undistributed portion of any award that is not paid in connection with the settlement of an award or is forfeited without the issuance of shares shall again be available for grant under the 2012 Plan. Options and stock appreciation rights under the 2012 Plan have a maximum term of ten years.

The 2012 Plan provides for the grant of stock options (including nonqualified stock options and incentive stock options), restricted stock, restricted stock units, performance awards (which include, but are not limited to, cash bonuses), dividend equivalents, stock payment awards, stock appreciation rights, and other incentive awards. The exercise price of an option or stock appreciation price must be equal to or greater than the fair market value of the Company’s common stock on the date of grant.

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Basis of Presentation and Organization

3 Months Ended

Mar. 25, 2012

Basis of Presentation and Organization [Abstract]

BASIS OF PRESENTATION AND ORGANIZATION

1. BASIS OF PRESENTATION AND ORGANIZATION

Nature of Operations

Tumi Holdings, Inc. (together with its subsidiaries, the “Company”) is a leading designer, producer and marketer of a comprehensive line of travel and business products and accessories in multiple categories. As of March 25, 2012, the Company also included its controlled affiliate, Tumi II, LLC (the “LLC”), which was merged with and into Tumi Holdings, Inc., with Tumi Holdings, Inc. continuing as the surviving corporation, in April 2012 (See Note 16, Subsequent Events). The Company’s product offerings include travel bags, business cases, totes, handbags, business and travel accessories and small leather goods. The Company designs its products for, and markets its products to, sophisticated professionals, frequent travelers and brand-conscious individuals who enjoy the premium status and durability of Tumi products. The Company sells its products through a network of company-owned retail stores and outlet stores, partner stores, concessions, shop-in-shops, specialty luggage shops, high-end department stores and e-commerce distribution channels. The Company has approximately 1,600 points of distribution in over 70 countries, and its global distribution network is enhanced by the use of its three logistics facilities located in the United States, Europe and Asia. The Company designs its products in its U.S. design studios and selectively collaborates with well-known, international industrial and fashion designers for limited edition product lines. Production is sourced globally through a network of suppliers based in Asia, many of which are longtime suppliers, and the Caribbean.

Initial Public Offering

The Company completed an initial public offering (the “IPO” or “offering”) of its common shares in April 2012. See Note 16, Subsequent Events, for disclosures related to the IPO and other related transactions.

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“US GAAP”) and applicable rules and regulations of the Securities and Exchange Commission (the “SEC”) regarding interim financial reporting. Certain information and note disclosures normally included in the financial statements prepared in accordance with US GAAP have been condensed or omitted pursuant to such rules and regulations. Therefore, these condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes included in the Company’s prospectus filed with the SEC pursuant to Rule 424(b) (the “Prospectus”) under the Securities Act of 1933 (the “Securities Act”) on April 20, 2012.

The condensed consolidated balance sheet as of December 31, 2011 included herein was derived from the audited financial statements as of that date, but does not include all disclosures including notes required by US GAAP.

In the opinion of management, the accompanying unaudited condensed consolidated financial statements reflect all normal recurring adjustments necessary to present fairly the financial position, results of operations, and cash flows for the interim periods, but are not necessarily indicative of the results of operations for the full year 2012 or any future period.

Reporting Periods

The Company’s unaudited interim condensed consolidated financial statement reporting periods are based on the first month of each fiscal quarter including five Sundays and the second and third months of each fiscal quarter including four Sundays, except for the fourth quarter which always ends on December 31. Accordingly, the three-month reporting periods for the unaudited interim condensed consolidated financial statements included herein commenced on January 1, 2012 and 2011 and ended on March 25, 2012 and March 27, 2011, respectively.

Estimates

The preparation of the Company’s condensed consolidated financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Significant estimates include valuation of goodwill and intangibles, allowance for doubtful accounts, adjustments for slow moving and obsolete inventory, accrued warranties, realization of deferred tax assets and useful lives of assets. Actual results could differ materially from those estimates.

Cash and Cash Equivalents

The total excess of balances in U.S. bank accounts over the Federal Deposit Insurance Company limit effective March 25, 2012 was approximately $5,023,000. The total balance in international bank accounts at March 25, 2012 was approximately $3,117,000.

Fair Value Measurements

The Company applies the Financial Accounting Standards Board’s (the “FASB”) guidance for “Fair Value Measurements.” Under this standard, fair value is defined as the price that would be received to sell an asset or paid to transfer a liability (i.e., the “exit price”) in an orderly transaction between market participants at the measurement date.

In determining fair value, the Company uses various valuation approaches. The hierarchy of those valuation approaches is broken down into three levels based on the reliability of inputs as follows:

Level 1—	Inputs that are quoted prices in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date. An active market for the asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. The valuation under this approach does not entail a significant degree of judgment.
Level 2—	Inputs, other than quoted prices included within Level 1, that are observable for the asset or liability, either directly or indirectly. Level 2 inputs include quoted prices for similar assets or liabilities in active markets, inputs other than quoted prices that are observable for the asset or liability (e.g., interest rates and yield curves observable at commonly quoted intervals or current market) and contractual prices for the underlying financial instrument, as well as other relevant economic measures.
Level 3—	Inputs that are unobservable for the asset or liability. Unobservable inputs are used to measure fair value to the extent that observable inputs are not available, thereby allowing for situations in which there is little, if any, market activity for the asset or liability at the measurement date.

The Company’s non-financial assets measured at fair value on a non-recurring basis include goodwill, intangible assets and property, plant and equipment. To measure fair value for such assets, the Company uses techniques including discounted expected future cash flows (“DCF”) (Level 3 input). A DCF analysis calculates the fair value by estimating the after-tax cash flows attributable to a reporting unit or asset and then discounting the after-tax cash flows to a present value using a risk-adjusted discount rate. Assumptions used in the DCF analysis require the exercise of significant judgment, including judgment about appropriate discount rates and terminal values, growth rates and the amount and timing of expected future cash flows.

The carrying amounts of cash and cash equivalents, accounts receivable, accounts payable, the Company’s variable interest rate credit facility (See Note 9, Credit Facility) and mandatorily redeemable preferred stock and preferred equity interests were reasonable estimates of their fair value as of March 25, 2012. If measured at fair value in the financial statements, the Company’s variable interest rate current credit facility would be classified as Level 2 in the fair value hierarchy and the Company’s mandatorily redeemable preferred stock and preferred equity interests would be classified as Level 3 in the fair value hierarchy. The Company’s mandatorily redeemable preferred stock and preferred equity interests (See Note 12, Mandatorily Redeemable Preferred Stock and Preferred Equity Interests) were repurchased at carrying value (inclusive of all accrued dividends) in connection with the Company’s IPO in April 2012 (See Note 16, Subsequent Events).

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Condensed Consolidated Balance Sheets (Parenthetical) (USD $) In Thousands, except Share data, unless otherwise specified	Mar. 25, 2012	Dec. 31, 2011
Condensed Consolidated Balance Sheets [Abstract]
Accounts receivable, allowance for doubtful accounts	$ 473	$ 462
Deferred financing costs, net of accumulated amortization	$ 2,633	$ 2,539
Common stock, par value	$ 0.01	$ 0.01
Common stock, shares authorized	52,536,252	52,536,252
Common stock, shares issued	52,536,252	52,536,252
Common stock, shares outstanding	52,536,224	52,536,224

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Income Taxes

3 Months Ended

Mar. 25, 2012

Income Taxes [Abstract]

INCOME TAXES

11. INCOME TAXES

Income tax expense in 2012 is recognized based on the Company’s estimated annual effective tax rate which is based upon the tax rate expected for the full calendar year applied to the pre-tax income of the interim period. The Company’s consolidated effective tax rate in respect of continuing operations for the three months ended March 25, 2012 and March 27, 2011 was 58.0% and 102.5%, respectively.

The annual effective tax rate does not consider the effect of the IPO and related reorganizational transactions (including the repurchase of all outstanding and mandatorily redeemable preferred stock and preferred equity interests), as this event occurred after the end of the first fiscal quarter. The Company estimates that the estimated annual effective tax rate considering the IPO would be 43.3%.

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Document and Entity Information	3 Months Ended
	Mar. 25, 2012	May 23, 2012
Document and Entity Information [Abstract]
Entity Registrant Name	Tumi Holdings, Inc.
Entity Central Index Key	0001535031
Document Type	10-Q
Document Period End Date	Mar. 25, 2012
Amendment Flag	false
Document Fiscal Year Focus	2012
Document Fiscal Period Focus	Q1
Current Fiscal Year End Date	--12-31
Entity Filer Category	Non-accelerated Filer
Entity Common Stock, Shares Outstanding		67,866,667

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Mandatorily Redeemable Preferred Stock and Preferred Equity Interests

3 Months Ended

Mar. 25, 2012

Mandatorily Redeemable Preferred Stock and Preferred Equity Interests [Abstract]

MANDATORILY REDEEMABLE PREFERRED STOCK AND PREFERRED EQUITY INTERESTS

12. MANDATORILY REDEEMABLE PREFERRED STOCK AND PREFERRED EQUITY INTERESTS

As of March 25, 2012 and December 31, 2011 there were 77,500 shares of mandatorily redeemable Series A preferred stock authorized with a par value of $0.01 per share, of which 77,500 were issued and outstanding with a subscription price of $77,500,000. In addition, there were 50,000 preferred equity interest units with a subscription price of $50,000,000.

Accumulated preferred dividends as of March 25, 2012 and December 31, 2011 were $130,215,000 and $123,929,000, respectively. The accumulated preferred dividends per preferred share equivalents were $1,021.29 and $971.99 as of March 25, 2012 and December 31, 2011, respectively. Other than accrued dividends, there were no changes to the carrying amount of the mandatorily redeemable preferred stock and preferred equity interests for all periods presented.

The carrying amount, liquidation preference and redemption amounts per preferred share equivalents were $2,021.29 and $1,971.99 as of March 25, 2012 and December 31, 2011, respectively.

All of the Company’s preferred stock and preferred equity interests were repurchased at carrying value (inclusive of all accrued dividends) in connection with the Company’s IPO in April 2012 (See Note 16, Subsequent Events).

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Condensed Consolidated Statements of Operations (Unaudited) (USD $) In Thousands, except Share data, unless otherwise specified	3 Months Ended
	Mar. 25, 2012	Mar. 27, 2011
Condensed Consolidated Statements of Operations [Abstract]
Net sales	$ 80,021	$ 65,917
Cost of sales	34,616	28,779
Gross margin	45,405	37,138
OPERATING EXPENSES
Selling	4,988	4,322
Marketing	2,740	2,973
Retail operations	17,149	14,454
General and administrative	7,252	6,006
Total operating expenses	32,129	27,755
Operating income	13,276	9,383
OTHER (EXPENSES) INCOME
Interest expense	(517)	(781)
Dividend expense on mandatorily redeemable preferred stock and preferred equity interests	(6,286)	(5,714)
Earnings from joint venture investment	264	27
Foreign exchange (losses) gains	(11)	366
Other non-operating income	172	14
Total other expenses	(6,378)	(6,088)
Income before income taxes	6,898	3,295
Provision for income taxes	4,001	3,378
Net income (loss)	$ 2,897	$ (83)
Weighted average common shares outstanding:
Basic and diluted	52,536,224	52,536,224
Basic and diluted earnings (loss) per common share	$ 0.06	$ 0.00

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Joint Venture Investment

3 Months Ended

Mar. 25, 2012

Joint Venture Investment [Abstract]

JOINT VENTURE INVESTMENT

6. JOINT VENTURE INVESTMENT

Tumi Japan

In June 2003, the Company entered into a Joint Venture Agreement with ACE Co., Ltd. (“Ace”) and Itochu Corporation (“Itochu”) to form the Tumi Japan Joint Venture (“Tumi Japan”). The purpose of Tumi Japan is to sell, promote and distribute the Company’s products in Japan. This investment is accounted for under the equity method.

Sales to Itochu during the three months ended March 25, 2012 and March 27, 2011 were $2,717,000 and $2,443,000, respectively. As of March 25, 2012, the Company had accounts receivable due from Itochu of $2,183,000.

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Property, Plant and Equipment, Net

3 Months Ended

Mar. 25, 2012

Property, Plant and Equipment, Net [Abstract]

PROPERTY, PLANT AND EQUIPMENT, NET

5. PROPERTY, PLANT AND EQUIPMENT, NET

Property, plant and equipment, net consists of the following:

		March 25, 2012		December 31, 2011
		(In thousands)
	Useful Life
Land	—	$	485	$	485
Buildings and improvements	25 years		3,429		3,429
Leasehold and store enhancements	5 to 10 years		62,708		62,079
Furniture, computers and equipment	3 to 5 years		14,689		14,185
Capitalized software	5 years		2,128		2,128
Fixtures, dies and autos	3 to 5 years		18,229		17,603
Construction in progress			3,884		3,553
			105,552		103,462
Less accumulated depreciation and amortization			(68,753)		(66,962)
		$	36,799	$	36,500

Depreciation and amortization expense on property, plant and equipment was $2,541,000 and $2,399,000 for the three months ended March 25, 2012 and March 27, 2011, respectively.

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Earnings Per Share

3 Months Ended

Mar. 25, 2012

Earnings Per Share [Abstract]

EARNINGS PER SHARE

13. EARNINGS PER SHARE

The following table summarizes the calculation of basic and diluted earnings per common share for the three months ended March 25, 2012 and March 27, 2011:

	Three Months Ended
	March 25, 2012		March 27, 2011
	(In thousands, except share and per share data)
Numerator:
Net income (loss)	$	2,897	$	(83)
Denominator:
Basic and diluted weighted average common shares outstanding		52,536,224		52,536,224
Basic and diluted earnings (loss) per common share	$	0.06	$	(0.00)

The Company had no common share equivalents outstanding for all periods presented.

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Credit Facility

3 Months Ended

Mar. 25, 2012

Credit Facility [Abstract]

CREDIT FACILITY

9. CREDIT FACILITY

Credit Facility in Effect as of March 25, 2012

As of March 25, 2012, the Company had $64,000,000 outstanding under its then-current debt facility, including the current portion of $16,000,000. As of March 25, 2012, the facility bore interest at the market LIBOR rate (0.58%) plus 175 basis points. The Company had no borrowings under its revolving credit line as of March 25, 2012, however the Company had utilized $250,000 under the facility for letters of credit and, accordingly, the unused portion was $9,750,000 as of March 25, 2012. The then-current debt facility was amended effective April 4, 2012. See Note 16, Subsequent Events, for further disclosures relating to the Amended Credit Facility.

Debt Covenants

The credit facility in effect as of March 25, 2012 contained covenants that required maintenance of certain financial ratios, required payment of all usual and customary payables, restricted, by means of a threshold, the Company’s capital expenditures, lease arrangements and the ability to make loans to third parties, and required timely submission of audited financial statements. The Company was in compliance in all material respects with all such covenants as of March 25, 2012.

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Goodwill and Other Intangible Assets

3 Months Ended

Mar. 25, 2012

Goodwill and Other Intangible Assets [Abstract]

GOODWILL AND OTHER INTANGIBLE ASSETS

7. GOODWILL AND OTHER INTANGIBLE ASSETS

The balance of goodwill and the classification by segment has not changed from December 31, 2011. For the three months ended March 25, 2012, there were no changes to intangible assets other than amortization expense recorded of $68,000.

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Accrued Warranties

3 Months Ended

Mar. 25, 2012

Accrued Warranties and Commitments and Contingencies [Abstract]

ACCRUED WARRANTIES

8. ACCRUED WARRANTIES

The Company provides its customers with a product warranty subsequent to the sale of its products. The Company recognizes estimated costs associated with the limited warranty at the time of sale of its products. The warranty reserve is based on historical experience. The activity in the warranty reserve account was as follows:

	Three Months Ended March 25, 2012
	(In thousands)
Liability, beginning of period	$	6,212
Provision for warranties		767
Warranty claims		(661)
Liability, end of period	$	6,318

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Commitments And Contingencies

3 Months Ended

Mar. 25, 2012

Accrued Warranties and Commitments and Contingencies [Abstract]

COMMITMENTS AND CONTINGENCIES

10. COMMITMENTS AND CONTINGENCIES

Litigation

In the normal course of business, the Company is subject to various legal proceedings and claims, the resolution of which, in management’s opinion, will not have a material adverse effect on the financial position or the results of operations of the Company.

Bonus Agreement

Pursuant to an amended and restated letter agreement dated July 8, 2009, the Company’s Chief Executive Officer (“CEO”) is entitled to receive a special bonus in connection with the completion of a qualified sale event or initial public offering that results in an enterprise value of the Company of $600,000,000 or greater. Based on the enterprise value of the Company at the time of the IPO, the special bonus was paid and expensed in April 2012 in the amount of $5,511,693 (See Note 16, Subsequent Events).

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Concentration of Risk

3 Months Ended

Mar. 25, 2012

Concentration of Risk [Abstract]

CONCENTRATION OF RISK

15. CONCENTRATION OF RISK

Credit Risk

The Company’s accounts receivable are comprised primarily of large balances due from a small number of major customers, principally large department and specialty luggage stores dispersed throughout the United States. Failure of one of the major customers to pay its balance could have a significant impact on the financial position, results of operations and cash flows of the Company. Five of the Company’s largest customers in the aggregate accounted for 19.7% and 18.6% of consolidated trade accounts receivable at March 25, 2012 and December 31, 2011, respectively. These five customers accounted for 12.9% and 12.0% of consolidated net sales for the three months ended March 25, 2012 and March 27, 2011, respectively.

Supplier Risk

The Company’s product offerings are enhanced by custom raw materials that have specific technical requirements. The Company has selected a limited number of key suppliers with the capability to support these manufacturing requirements and manufactures the majority of its products in Asia. Although alternatives in the supply chain exist, a change in suppliers could cause a delay in manufacturing and have a short-term adverse effect on operating results. Additionally, purchases from these key suppliers are denominated in U.S. dollars. Foreign currency risk associated with these supply arrangements is shared with these suppliers. Five of the Company’s largest suppliers accounted for 52.3% and 50.1% of accounts payable at March 25, 2012 and December 31, 2011, respectively. These five suppliers accounted for 79.4% and 69.8% of total product purchases for the three months ended March 25, 2012 and March 27, 2011, respectively.

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Condensed Consolidated Statements of Comprehensive Income (Unaudited) (USD $) In Thousands, unless otherwise specified	3 Months Ended
	Mar. 25, 2012	Mar. 27, 2011
Condensed Consolidated Statements of Comprehensive Income [Abstract]
Net income (loss)	$ 2,897	$ (83)
OTHER COMPREHENSIVE INCOME
Foreign currency translation adjustment, net of tax	545	881
Comprehensive income	$ 3,442	$ 798

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Inventories

3 Months Ended

Mar. 25, 2012

Inventories [Abstract]

INVENTORIES

4. INVENTORIES

Inventories consist of the following:

	March 25, 2012		December 31, 2011
	(In thousands)
Raw materials	$	290	$	242
Finished goods		62,771		60,214
Total inventories	$	63,061	$	60,456

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Segment Information

3 Months Ended

Mar. 25, 2012

Segment Information [Abstract]

SEGMENT INFORMATION

14. SEGMENT INFORMATION

Segment Results

The table below presents information for net sales, operating income and depreciation and amortization by segment for the three months ended March 25, 2012 and March 27, 2011:

	Direct-to- Consumer North America		Direct-to- Consumer International		Indirect-to- Consumer North America		Indirect-to- Consumer International		Non-Allocated Corporate Expenses		Consolidated Totals
	(In thousands)
Three Months Ended March 25, 2012
Net sales	$	34,388	$	3,229	$	17,056	$	25,348	$	—	$	80,021
Operating income (loss)	$	9,255	$	(290)	$	6,492	$	8,094	$	(10,275)	$	13,276
Depreciation and amortization	$	1,342	$	229	$	169	$	553	$	316	$	2,609
Three Months Ended March 27, 2011
Net sales	$	26,126	$	3,383	$	16,733	$	19,675	$	—	$	65,917
Operating income (loss)	$	6,445	$	120	$	6,051	$	5,943	$	(9,176)	$	9,383
Depreciation and amortization	$	1,299	$	314	$	111	$	435	$	299	$	2,458