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8-K/A - 8-K/A - Summer Infant, Inc.a11-12596_18ka.htm
EX-23.1 - EX-23.1 - Summer Infant, Inc.a11-12596_1ex23d1.htm
EX-99.1 - EX-99.1 - Summer Infant, Inc.a11-12596_1ex99d1.htm

Exhibit 99.2

 

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 

On March 24, 2011, Summer Infant, Inc. (“Summer”) completed its previously announced acquisition of BornFree Holdings Ltd. (“BornFree”) for approximately $24.6 million, which consisted of $14.0 million in cash and approximately $10.6 million in common stock paid at the closing.  In addition, the BornFree stockholders may receive earn-out payments upon achievement of certain financial targets for the period June 1, 2011 through February 28, 2012 up to a maximum amount of $13 million, of which up to $6.5 million may be paid in shares of Summer’s common stock.

 

The following unaudited pro forma condensed consolidated balance sheet combines Summer’s historical balance sheets and those of BornFree as of December 31, 2010, giving effect to the acquisition of BornFree as if it had occurred on December 31, 2010.  The following unaudited pro forma condensed consolidated statements of income combine Summer’s historical statement of income for the year ended December 31, 2010 with those of BornFree for the year ended December 31, 2010, in each case giving effect to the acquisition as if it had occurred on January 1, 2010.

 

Under the purchase method of accounting, the preliminary purchase price has been allocated to the net tangible and intangible assets acquired and liabilities assumed, based on preliminary estimates, which assume that historical cost approximates fair value of the assets and liabilities of Summer.  As such, management estimates that a substantial portion of the excess purchase price will be allocated to non-amortizable intangible assets.  These estimates are subject to change upon the finalization of the valuation of certain assets and liabilities and may be adjusted in accordance with the provisions of FASB ASC Topic 805, Business Combinations.

 

The unaudited pro forma condensed consolidated financial statements described above should be read in conjunction with Summer’s financial statements and those of BornFree and the related notes thereto presented within this Current Report on Form 8-K/A.  The pro forma adjustments are preliminary and the unaudited pro forma information is not necessarily indicative of the financial position or results of operations that may have actually occurred had the acquisition taken place on the dates noted, or of Summer’s future financial position or operating results.

 

F-1



 

Unaudited Pro Forma Condensed Consolidated Balance Sheet

December 31, 2010

(In thousands of dollars)

 

 

 

Summer

 

BornFree

 

Adjustments

 

Pro forma

 

ASSETS

 

 

 

 

 

 

 

 

 

CURRENT ASSETS

 

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

$

1,138

 

416

 

 

 

$

1,554

 

Trade receivables, net of allowances for doubtful accounts

 

46,693

 

$

2,195

 

 

 

48,888

 

Inventory, primarily finished goods

 

45,853

 

4,481

 

 

 

50,334

 

Prepaids and other current assets

 

2,783

 

205

 

 

 

2,988

 

Deferred tax assets

 

1,269

 

 

 

 

 

1,269

 

 

 

 

 

 

 

 

 

 

 

TOTAL CURRENT ASSETS

 

97,736

 

7,297

 

 

 

105,033

 

Property and equipment, net

 

14,958

 

1,313

 

 

 

16,271

 

Goodwill

 

50,375

 

 

$

19,584

(a)(e)

69,959

 

Other intangible assets, net

 

14,745

 

1,541

 

 

 

16,286

 

Other Assets

 

181

 

79

 

 

 

260

 

 

 

 

 

 

 

 

 

 

 

TOTAL ASSETS

 

$

177,995

 

$

10,230

 

$

19,584

 

$

207,809

 

 

 

 

 

 

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS’ EQUITY

 

 

 

 

 

 

 

 

 

CURRENT LIABILITIES

 

 

 

 

 

 

 

 

 

Current portion of long term debt

 

$

1,256

 

$

4,321

 

$

(4,321

)(a)

$

1,256

 

Accounts payable and accrued expenses

 

35,651

 

5,099

 

 

 

40,750

 

 

 

 

 

 

 

 

 

 

 

TOTAL CURRENT LIABILITIES

 

36,907

 

9,420

 

(4,321

)

42,006

 

Long term liabilities, less current portion

 

51,963

 

2,190

 

11,810

(a)

65,963

 

Deferred tax liabilities and other liabilities

 

12,664

 

108

 

 

 

12,772

 

 

 

 

 

 

 

 

 

 

 

TOTAL LIABILITIES

 

101,534

 

11,718

 

7,489

 

120,741

 

 

 

 

 

 

 

 

 

 

 

STOCKHOLDERS’ EQUITY

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Common stock

 

1

 

 

 

 

1

 

Additional paid-in capital

 

56,431

 

 

10,607

(a)

67,038

 

 

 

 

 

 

 

 

 

 

 

Retained earnings

 

20,490

 

(1,488

)

1,488

(b)

20,490

 

Accumulated other comprehensive loss

 

(461

)

 

 

 

 

(461

)

 

 

 

 

 

 

 

 

 

 

TOTAL STOCKHOLDERS’ EQUITY

 

76,461

 

(1,488

)

(12,095

)

87,068

 

 

 

 

 

 

 

 

 

 

 

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY

 

$

177,995

 

$

10,230

 

$

19,584

 

$

207,809

 

 

The accompanying notes are an integral part of these unaudited pro forma condensed consolidated financial statements.

 

F-2



 

Unaudited Pro Forma Condensed Consolidated Statement of Income and Per Share Data

Twelve Months Ended December 31, 2010

(In thousands of US dollars, except for per share amounts)

 

 

 

Summer

 

BornFree

 

Adjustments

 

Pro forma

 

Net revenues

 

$

194,485

 

$

15,635

 

 

 

$

210,120

 

Cost of goods sold (2)

 

124,994

 

6,714

 

 

 

131,708

 

 

 

 

 

 

 

 

 

 

 

GROSS PROFIT

 

69,491

 

8,921

 

 

 

78,412

 

Selling, general & administrative expenses (1) (2)

 

53,731

 

9,521

 

 

 

63,252

 

Depreciation and amortization

 

5,384

 

570

 

 

 

5,954

 

 

 

 

 

 

 

 

 

 

 

OPERATING INCOME (LOSS)

 

10,376

 

(1,170

)

 

 

9,206

 

 

 

 

 

 

 

 

 

 

 

Interest and other expense

 

(1,734

)

(962

)

$

(588

)(c)

(3,284

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

INCOME BEFORE PROVISION FOR INCOME TAXES

 

8,642

 

(2,132

)

(588

)

5,922

 

Income tax expense

 

2,055

 

 

(647

)(d)

1,408

 

 

 

 

 

 

 

 

 

 

 

NET INCOME

 

$

6,587

 

$

(2,132

)

$

59

 

$

4,514

 

 

 

 

 

 

 

 

 

 

 

Weighted average number of shares outstanding:

 

 

 

 

 

 

 

 

 

Basic

 

15,431,806

 

 

 

1,510,989

 

16,942,795

 

Diluted

 

16,408,594

 

 

 

1,510,989

 

17,919,583

 

Net income per share, Basic

 

$

0.43

 

 

 

 

 

$

0.27

 

Net income per share, Diluted

 

$

0.40

 

 

 

 

 

$

0.25

 

 


(1)          Includes gain on settlement of acquisition-related liability of $1,770.

(2)          In the Born Free column, depreciation and amortization has been broken out from cost of goods sold and selling, general and administrative expenses into its own line in order to be comparable with the Summer Infant presentation.

 

The accompanying notes are an integral part of these unaudited pro forma condensed consolidated financial statements.

 

F-3



 

NOTES TO UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(In thousands, except for per share amounts)

 

a)   To record the purchase of all the stockholders’ equity of BornFree, the payoff of BornFree debt, and the allocation of the purchase price to assets acquired and liabilities assumed as follows:

 

Calculation of allocable provisional consideration:

 

 

 

December 31, 2010

 

Cash

 

$

14,000

 

Stock

 

10,607

*

Purchase Price

 

$

24,607

 

 

Provisional allocation of purchase price:

 

BornFree, net of assets acquired:

 

 

 

December 31, 2010

 

Trade Receivables

 

$

2,195

 

Inventory

 

4,481

 

Cash

 

416

 

Property and equipment, net

 

1,313

 

Intangible assets, net

 

1,541

 

Other assets

 

284

 

Accounts Payable

 

(5,099

)

Other liabilities

 

(108

))

 

 

 

 

 

 

5,023

 

 

 

 

 

Goodwill and other intangible assets (residual)

 

19,584

 

 

 

 

 

Total allocable price**

 

$

24,607

 

 


  *      The stock portion of the acquisition consists of 1,510,989 shares at a price per share of $7.02.

**     Total allocable price does not include contingent consideration (of upto approximately $13,000), the estimate of which has not yet been completed.

 

(b)   To adjust  pre-acquisition equity at BornFree.

(c)   To record increased interest expense due to the increase in debt required to fund the BornFree acquisition.

(d)   To adjust state and federal income taxes to the consolidated rate of 23.78%.

(e)   Assumes residual purchase price is all allocable to goodwill, pending completion of third party valuations of identifiable intangible assets.

 

Purchase Accounting Adjustment

 

Under the purchase method of accounting, the total preliminary purchase price has been allocated to the net tangible and intangible assets acquired and liabilities assumed, based on various preliminary estimates of their fair values by Summer management.  Management’s estimates and assumptions are subject to change upon the finalization of the valuation and may be adjusted in accordance with FASB ASC Topic 805,Financial Accounting Standards (“SFAS”) No. 141, Business Combinations.  The purchase price allocation is not finalized.  Valuations of customer relationships, trade name and intellectual property, have not been completed.  Management has assumed that carrying value approximates fair value for certain tangible assets and liabilities of Summer Infant, Inc.  Some of these assets, such as goodwill, will be non-amortizable; other tangible and intangible assets will be amortized over their useful lives.

 

Under the purchase method of accounting, the Acquisition will be recorded as of the closing date, reflecting the assets and liabilities of BornFree (the target), at their acquisition date fair values.  Intangible assets that are identifiable are recognized separately from goodwill which is measured and recognized as the excess of the fair value of BornFree, as a whole, over the net amount of the recognized identifiable assets acquired and liabilities assumed.  The results of operations of BornFree will be included in the results of the combined entity from the date of acquisition forward.

 

The preliminary allocation of the purchase price for accounting purposes was based upon preliminary estimates and assumptions that are subject to change upon the finalization of the transaction, including estimating the amount of contingent consideration due to the sellers, and the related valuations.

 

F-4