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8-K - Spy Inc.spy8knov52013.htm
Exhibit 99.1
 
  
 
  
 
  
SPY Inc.
 
 
  
 
  
 
  
2070 Las Palmas Drive
 
 
  
 
  
 
  
Carlsbad, CA 92011
   
 
  
 
  
 
  
PH: (760) 804-8420
     
 
  
 
  
 
  
FX: (760) 804-8442
     
 
  
 
  
 
  
www.spyoptic.com
     
 
SPY INC. REPORTS RESULTS FOR THE THIRD QUARTER 2013

10th Consecutive Quarter of Year over Year Growth of SPY® Brand Products
SPY® Brand Products Achieved Year to Date Growth of 8% in 2013
Total Company Year to Date Net Sales reported as $29.2 million

For Immediate Release: November 5, 2013
 
CARLSBAD, Calif.—SPY Inc. (OTCBB: XSPY) today announced financial results for the three and nine months ended September 30, 2013.
 
SPY® brand products were $29.1 million during the nine months ended September 30, 2013, an increase of 8% or $2.0 million greater than in of the same period in 2012. Total Company net sales increased by 6% or $1.7 million, to $29.2 million during the nine months ended September 30, 2013, compared to $27.5 million in the same period in 2012. The difference between our SPY® brand sales and total Company sales in 2012 was due to our discontinued licensed brand products, which will have no sales in the future. Discontinued licensed brand sales were less than $50,000 during the nine months ended September 30, 2013, compared with sales of $0.4 million in the same period of 2012.  

Third quarter sales of SPY® brand products were $10.2 million in 2013, an increase of 3% or $0.3 million greater than in the third quarter of 2012. Total Company net sales increased by 3% or $0.3 million, to $10.2 million compared to $9.9 million in the third quarter of 2012. There were no licensed brand sales in the third quarter of 2013, compared with $0.1 million in the third quarter of 2012.
 
 “We are very happy to have achieved our 10th consecutive quarter of year over year growth of SPY® brand products, with strong SPY® brand year to date sales growth of 8% in 2013 over of the same period in 2012, and year to date sales in 2013 were 19% higher than the same period in 2011,” said Michael Marckx, President and CEO. “In addition to the expanding Happy Lens™ Collection, we are pleased with the year to date growth of our Rx and goggle product lines that grew by 110% and 13%, respectively, in 2013 compared to 2012. The growth of these product lines helps diversify our revenue portfolio while expanding our SPY® brand. We achieved our third consecutive quarter of operating profit and had positive cash flow from operations. We believe our solid year to date results position us well for the fourth quarter of 2013 and into 2014.”

Income from operations improved by $5.3 million to $0.8 in the nine months ended September 30, 2013, compared to a loss from operations of $4.5 million during the same period in 2012. The $5.3 million improvement was partially due to the increase in sales combined with a 400 basis point improvement in gross profit as a percent of sales, which generated $1.9 million in additional gross profit contribution. Additionally, total operating expenses in the nine months ended September 30, 2013 were lower by $3.3 million, compared to the same period in 2012, primarily a result of the restructure actions taken in the third quarter of 2012. Cash flow generated by operating activities was $2.5 million in the nine months ended September 30, 2013, compared to negative $4.1 million in the same period in 2012, or an improvement of more than $6.6 million.

Income from operations improved by $1.7 million to $0.5 in the third quarter of 2013, compared to a loss from operations of approximately $1.2 million in the third quarter of 2012. The $1.7 million improvement was partially due to the increase in sales combined with a 500 basis point improvement in gross profit as a percent of sales, which generated $0.6 million in additional gross profit contribution. Additionally, total operating expenses in the third quarter of 2013 were lower by $1.1 million, compared to the third quarter of 2012, primarily a result of the restructure actions taken in the third quarter of 2012. Cash flow provided by operating activities was $1.4 million in the third quarter of 2013, compared to negative $0.3 million in the third quarter of 2012, or an improvement of more than $1.7 million.

 
-1-

 
 
The net loss improved by $4.4 million to $1.6 million in the nine months ended September 30, 2013, compared to a net loss of $6.0 million during the same period in 2012. The net loss improved by $1.5 million to $0.3 million in the third quarter of 2013, compared to a net loss of $1.8 million in the third quarter of 2012. The improved net loss in each period was due to the reduction in our loss from operations, partially offset by higher interest expense. Interest expense included in the net losses is primarily “paid in kind” by being added to the outstanding principal balance rather than being paid in cash.

The results of our operations for the nine months ended and quarter ended September 30, 2013 and 2012 are more fully discussed in our Form 10-Q, filed with the Securities and Exchange Commission on November 5, 2013.

SPY Inc.:
 
We have a HAPPY disrespect for the usual way of looking (at life). This mindset helps drive us to design, market and distribute premium products for people who "live" to be outdoors, doing intense action sports, motorsports, snow sports, cycling and multi-sports–the things that make them HAPPY. We actively support the lifestyle subcultures that surround these pursuits, and as a result our products serve the broader fashion, music and entertainment markets of the youth culture. Our reason for being is to create the unusual, and this is what helps us deliver distinctive products to people who are active, fun and a bit irreverent, like us. It's what makes us HAPPY, and our customers, too. Our principal products–sunglasses, goggles and prescription frames–are happily marketed with fun and creativity under the SPY® brand. More information about SPY may be obtained from: www.spyoptic.com, www.facebook.com/spyoptic, Twitter @spyoptic and Instagram @spyoptic.
 
Safe Harbor Statement:
 
This press release contains forward-looking statements as defined in the U.S. Private Securities Litigation Reform Act of 1995. These statements relate to future events or future financial performance and are subject to inherent risks and uncertainties. In some cases, you can identify forward-looking statements by terminology such as "may," "will," "should," "expect," "plan," "anticipate," "believe," "feel," "estimate," "predict," "hope," the negative of such terms, expressions of optimism or other comparable terminology. These statements are only predictions. Actual events or results may differ materially. Factors that could cause actual results to differ from those contained in our forward-looking statements include, but are not limited to: (i) lack of continuity of our management team, (ii) our ability to generate sufficient incremental sales of our core SPY® brand and new SPY® brand products to recoup our significant investments in sales, marketing and product development, (iii) our ability to continue to manage and operate our business at lower expense levels or otherwise reduce our breakeven point on an operating basis or to continue to generate income from operations, (iv) our ability to improve or maintain the levels of working capital necessary to operate the business, (v) our ability to maintain the availability of our existing credit facilities, satisfy our obligations when they become due, and otherwise finance our strategic objectives, and (vi) the other risks identified from time to time in our annual report on Form 10-K, our quarterly reports on Form 10-Q, and other reports filed with the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the dates on which they are made.
 
CONTACTS:
Maddy Isbell, PR Manager
760-804-8420
Fax: 760-804-8442
investor.spyoptic.com

 
-2-

 
SPY INC. AND SUBSIDIARIES
 
CONSOLIDATED BALANCE SHEETS
(Thousands, except number of shares and per share amounts)
 
  
September 30,
   
December 31,
 
 
  
2013
   
2012
 
 
  
(Unaudited)
       
Assets
  
             
Current assets
  
             
Cash
  
$
702
  
 
$
818
  
Accounts receivable, net
  
 
6,057
  
   
5,611
  
Inventories, net
  
 
6,375
  
   
6,274
  
Prepaid expenses and other current assets
  
 
463
  
   
770
  
Income taxes receivable
   
-
     
16
 
 
  
             
Total current assets
  
 
13,597
  
   
13,489
  
Property and equipment, net
  
 
437
  
   
446
  
Intangible assets, net of accumulated amortization of $771 and $727 at September 30, 2013 and December 31, 2012, respectively
  
 
83
  
   
127
  
Other long-term assets
  
 
80
  
   
85
  
 
  
             
Total assets
  
$
14,197
  
 
$
14,147
  
 
  
             
Liabilities and Stockholders’ Deficit
  
             
Current liabilities
  
             
Lines of credit
  
$
2,147
  
 
$
4,591
  
Current portion of capital leases
  
 
78
  
   
49
  
Current portion of notes payable
  
 
16
  
   
15
  
Accounts payable
  
 
2,367
  
   
1,459
  
Accrued expenses and other liabilities
  
 
3,239
  
   
2,604
  
 
  
             
Total current liabilities
  
 
7,847
  
   
8,718
  
Capital leases, less current portion
  
 
109
  
   
102
  
Notes payable, less current portion
  
 
20
  
   
32
  
Notes payable to stockholders
  
 
20,856
  
   
19,078
  
 
  
             
Total liabilities
  
 
28,832
  
   
27,930
  
Stockholders’ deficit
  
             
Preferred stock: par value $0.0001; 5,000,000 authorized; none issued
  
 
-
  
   
-
  
Common stock: par value $0.0001; 100,000,000 shares authorized; 13,168,497 and 13,098,374 shares issued and outstanding at September 30, 2013 and December 31, 2012, respectively
  
 
1
  
   
1
  
Additional paid-in capital
  
 
45,132
  
   
44,403
  
Accumulated other comprehensive income
  
 
509
  
   
494
  
Accumulated deficit
  
 
(60,277
   
(58,681
)
 
  
             
Total stockholders’ deficit
  
 
(14,635
   
(13,783
)
 
  
             
Total liabilities and stockholders’ deficit
  
$
14,197
  
 
$
14,147
  
 
-3-

 
SPY INC. AND SUBSIDIARIES
 
CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS
(Thousands, except per share amounts)
  Three Months Ended
September 30,
    Nine Months Ended
September 30,
 
  2013     2012     2013     2012  
  (Unaudited)     (Unaudited)  
Net sales
$
10,152
  
 
$
9,886
  
 
$
29,154
  
 
$
27,497
  
Cost of sales
 
5,225
  
   
5,583
  
   
14,350
  
   
14,644
  
                               
Gross profit
 
4,927
  
   
4,303
  
   
14,804
  
   
12,853
  
Operating expenses:
                             
Sales and marketing
 
2,963
  
   
3,838
  
   
8,767
  
   
11,262
  
General and administrative
 
1,269
  
   
1,351
  
   
4,505
  
   
5,075
  
Shipping and warehousing
 
121
  
   
224
  
   
379
  
   
607
  
Research and development
 
120
  
   
112
  
   
343
  
   
364
  
                               
Total operating expenses
 
4,473
  
   
5,525
  
   
13,944
  
   
17,308
  
                               
Income (Loss) from operations
 
454
     
(1,222
   
810
     
(4,455
Other income (expense):
                             
Interest expense
 
(745
   
(637
   
(2,229
   
(1,676
Foreign currency transaction gain (loss)
 
(12
   
42
     
(174
)  
   
80
  
Other income (expense)
   
   
33
     
(4
   
29
  
                               
Total other expense
 
(756
   
(562
   
(2,407
   
(1,567
                               
Loss before provision for income taxes
 
(302
   
(1,784
   
(1,597
   
(6,022
Income tax provision
 
  
   
  
   
  
   
  
                               
Net loss
$
(302
 
$
(1,784
 
$
(1,597
 
$
(6,022
                               
Net loss per share of Common Stock
                             
Basic
$
(.02
 
$
(0.14
 
$
(.12
 
$
(0.46
                               
Diluted
$
(.02
 
$
(0.14
 
$
(.12
 
$
(0.46
                               
Shares used in computing net loss per share of Common Stock
                             
Basic
 
13,165
  
   
13,066
  
   
13,143
  
   
13,037
  
                               
Diluted
 
13,165
  
   
13,066
  
   
13,143
  
   
13,037
  
                               
Other comprehensive income (loss)
                             
Foreign currency translation adjustment
$
(225
 
$
(125
 
$
(132)
   
$
34
 
Unrealized gain (loss) on foreign currency exposure of net investment in foreign operations
 
246
     
141
     
148
  
   
(45)
  
                               
Total other comprehensive income (loss)
 
21
     
16
     
16
     
(11
)  
                               
Comprehensive loss
$
(281
 
$
(1,768
 
$
(1,581
 
$
(6,033