Summer Infant
Annual Report 2008

Plain-text annual report

SUMMER INFANT, INC. FORM 10-K (Annual Report) Filed 03/25/09 for the Period Ending 12/31/08 Address Telephone CIK Symbol SIC Code Industry 1275 PARK EAST DRIVE WOONSOCKET, RI 02895 401-334-9966 0001314772 SUMR 3990 - Miscellaneous Manufacturing Industries Personal & Household Prods. Sector Consumer/Non-Cyclical Fiscal Year 01/03 http://www.edgar-online.com © Copyright 2014, EDGAR Online, Inc. All Rights Reserved. Distribution and use of this document restricted under EDGAR Online, Inc. Terms of Use.  Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K Commission File No. 001-33346 SUMMER INFANT, INC. Securities registered pursuant to Section 12(b) of the Act: Securities registered pursuant to Section 12(g) of the Act: None Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. YES (cid:1) NO (cid:3) Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. YES (cid:1) NO (Mark One) (cid:3) ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT of 1934 For the fiscal year ended December 31, 2008 or (cid:1) TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Delaware (State or other jurisdiction of incorporation) 20-1994619 (I.R.S. Employer Identification No.) 1275 Park East Drive, Woonsocket, Rhode Island (Address of Principal Executive Offices) 02895 (Zip Code) (401) 671-6550 (Registrant's Telephone Number, Including Area Code) Title of each class Name of Exchange on which registered Common Stock, Par Value $.0001 Warrants to Purchase Common Stock Units consisting of Common Stock and Two Warrants Nasdaq Capital Market Nasdaq Capital Market Nasdaq Capital Market (cid:3) 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 (cid:3) NO (cid:1) Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. (cid:1) 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 "accelerated filer," large accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act. Indicate by check mark whether registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). YES (cid:1) NO (cid:3) The aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was sold, or the average bid and asked price of such common equity, as of December 31, 2008 approximately $21,400,000. The number of shares outstanding of the registrant's common stock as of March 25, 2009 was 15,404,782. DOCUMENTS INCORPORATED BY REFERENCE Portions of the definitive Proxy Statement for the 2009 Annual Meeting of Stockholders are incorporated by reference into Part III of this Report. Large accelerated filer (cid:1) Accelerated filer (cid:1) Non-accelerated filer (cid:1) (Do not check if a smaller reporting company) Smaller reporting company (cid:3) Table of Contents INDEX TO FORM 10-K FOR THE FISCAL YEAR ENDED DECEMBER 31, 2008 PAGE PART I ITEM 1. Business 1 ITEM 1A. Risk Factors 5 ITEM IB. Unresolved Staff Comments 9 ITEM 2. Properties 9 ITEM 3. Legal Proceedings 10 ITEM 4. Submission of Matters to a Vote of Security Holders 10 PART II ITEM 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 10 ITEM 6. Selected Financial Data 10 ITEM 7. Management's Discussion and Analysis of Financial Condition and Results of Operations 11 ITEM 7A. Quantitative and Qualitative Disclosures About Market Risk N/A ITEM 8. Financial Statements and Supplementary Data 21 ITEM 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure N/A ITEM 9A(T). Controls and Procedures 21 ITEM 9B. Other Information 22 PART III ITEM 10. Directors, Executive Officers of the Registrant and Corporate Governance 23 ITEM 11. Executive Compensation 23 ITEM 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 23 ITEM 13. Certain Relationships, Related Transactions and Director Independence 23 ITEM 14. Principal Accounting Fees and Services 23 PART IV ITEM 15. Exhibits, Financial Statement Schedules N/A SIGNATURES Table of Contents FORWARD-LOOKING STATEMENTS This annual report on Form 10-K contains, in addition to historical information, forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements are based on management's current expectations and are subject to a number of factors and uncertainties, which could cause actual results to differ materially from those described in such statements. We caution investors that actual results or business conditions may differ materially from those projected or suggested in forward-looking statements as a result of various factors including, but not limited to, the risk factors described below. We cannot assure you that we have identified all the factors that create uncertainties. Readers should not place undue reliance on forward-looking statements. PART I Item 1. Business Background On March 6, 2007, under an Agreement and Plans of Reorganization, dated as of September 1, 2006 ("Acquisition Agreement"), KBL Healthcare Acquisition Corp. II ("KBL"), and its wholly owned subsidiary, SII Acquisition Corp. ("Acquisition Sub"), consummated a transaction by which (i) Summer Infant, Inc. ("SII") was merged with and into Acquisition Sub and (ii) all of the outstanding capital stock of each of Summer Infant Europe, Limited ("SIE") and Summer Infant Asia, Ltd. ("SIA" and, collectively, with SII and SIE, the "Targets") was acquired directly by KBL. As used in this Report, the term "Summer" includes each of the Targets. As used in this Report, the term "Company" means the registrant on a post-acquisition basis. On March 7, 2007, the securities of the Company commenced listing on the Nasdaq Capital Market under the symbols SUMR (common stock), SUMRW (warrants) and SUMRU (units). Effective upon closing, the Company changed its name to Summer Infant, Inc. and SII changed its name to Summer Infant (USA), Inc. Thus, the Company is now a holding company called Summer Infant, Inc. operating though its wholly-owned subsidiaries, Summer Infant (USA), Inc., Summer Infant Europe, Limited, Summer Infant Canada, Ltd. ("SIC") and Summer Infant Asia, Ltd. General We are a designer, marketer, and distributor of branded juvenile health, safety and wellness products which are sold principally to large North American and UK retailers. We currently have more than 80 proprietary products in various product categories including nursery audio/video monitors, safety gates, durable bath products, bed rails, related health and safety products, booster and potty seats, bouncers and a product line of soft goods/bedding. In addition, the Basic Comfort and Kiddopotamus acquisitions added items such as infant sleep positioners, head supports, portable changing pads, as well as nursery and feeding accessories. Our products are sold primarily to U.S. retailers including Babies R Us, Target, KMart, Buy Buy Baby, Meijer, Baby Depot (Burlington Coat Factory) and Wal-Mart. We maintain through SIE a sales, marketing and distribution office in England, which services the United Kingdom and other parts of Europe. SIE's largest customers are Mothercare, Toys R Us, Argos, and Tesco. In 2008, Summer Infant (USA), including international sales managed out of the U.S., accounted for approximately 90% of revenue, SIC accounted for approximately 4%, and SIE accounted for approximately 6%. We maintain through SIA a product development, engineering and quality assurance office, which oversees the production of all product lines made in China. 1 Table of Contents Strategy Our strategy is to grow our sales through a variety of methods, including: • increased product penetration (more products at each store); • increased store penetration (more stores within each retail customer); • new products (at existing and new customers); • new mass merchant retail customers; • new distribution channels (food and drug chains, price clubs, home centers, web-based retailers); • new geographies (international expansion); • new product categories; and • acquisitions. We have been able to grow our annual revenues historically through a combination of all of the above factors. Each year, we have been able to expand the number of products in our main distribution channel, mass merchant retailers, and have also added new customers each year. Therefore, even without new product introductions, we could grow our business by simply selling more of our existing product line to existing customers. In the future, our growth strategy will be to continue to develop and sell new products to our existing customer base, sell new and existing products to new customers (or expand relationships with existing customers), to expand our sales of products from our soft goods product line, and to expand in the UK and in other geographic regions (including Japan, Mexico and Australia, among others). In addition, there are a number of potential acquisition candidates that could be pursued in order to obtain new innovative products, new product categories, new retail customers or new sales territories. There are approximately 400 active juvenile product companies, of which approximately 300 have less than $10 million in sales. In addition, there are various product categories that we do not currently compete in, including car seats, high chairs, walkers, nursery care, and other categories. We may look to develop our own products in these categories or attempt to gain entrance into these categories through acquisitions. Products We sell over eighty proprietary products listed in order of dollar volume importance: (i) nursery audio/video monitors (approximately 27% of net sales for the year ended December 31, 2008), (ii) baby gates (approximately 17% of net sales for the year ended December 31, 2008), (iii) durable bath products (approximately 11% of net sales for the year ended December 31, 2008), (iv) bed rails, booster seats, potty seats, soft goods, bouncers and other products (approximately 45% of net sales for the year ended December 31, 2008). New product development teams have also been established to enter several new categories in 2008 and 2009. One team is focused on play yards, swings, high chairs and other "baby gear" categories. The other team is focused on the infant soft goods market comprised mainly of bedding, blankets, home furnishings, layette and soft bath products. Product Development and Design Our management believes that product development is a critical element of our strategy and success to date. Our product strategy is to produce proprietary products that provide distinctive benefits, are visually appealing, provide convenience and will appeal to the mid-tier and upper-tier buyers. Our U.S. retailers are strategically motivated to buy innovative, up-market products. Our main product development efforts are located at our Rhode Island corporate office, but we also have 2 Table of Contents development efforts in China (six person sourcing, electronics and QA team), Colorado, South Carolina (five person soft goods design office) and England (two-person team focused on meeting UK and EU standards and market demands). Suppliers and Manufacturing Except for certain injection-molded bath tubs, potty seats and gates, which are manufactured in the U.S., substantially all of our other products are manufactured in southern China at factories near Hong Kong. We use many different suppliers, and therefore we are not dependent on any one manufacturer. We own our own molds. SIA provides us with a local sourcing presence and the ability to oversee quality, electronic engineering and other issues that may arise during production. Transportation of China-made goods to our warehouses typically takes three to four weeks, depending on the location of the warehouse. We maintain our inventory at warehouses located in California, Rhode Island, Canada, and the United Kingdom. Most of our customers pick up their goods at regional warehouses. We also use UPS and other common carriers to arrange shipments to customers who request such arrangements, primarily smaller retailers and specialty stores. We use several manufacturers in the U.S. for our injection molded products that account for between 15% and 20% of our annual net sales. Sales and Marketing Our sales are primarily derived from the sale of juvenile health, safety and wellness products and are recognized upon transfer of title of product to our customers. Our products are marketed and sold through several distribution channels including chain retailers, specialty retailers and direct to consumers. Sales are made utilizing standard credit terms of 30 to 60 days. We generally accept returns only for defective merchandise. Competition The juvenile health, safety and wellness industry has many participants, none of which have dominant market share, though certain companies have disproportionate strength in certain segments. Our largest direct competitors are Dorel Industries (Safety 1st and Cosco brands), Evenflo (Evenflo, Gerry, and Snugli brands), Fisher-Price (part of Mattel, Inc.), The First Years (a subsidiary of RC2 Corporation) and Graco (a subsidiary of Newell Rubbermaid). In addition, we compete in certain of our product lines with a number of smaller private companies, such as KidCo, Inc. and Munchkin. The primary methods of competition in the industry consist of product innovation, brand positioning, quality, price and other factors such as timely distribution. Our competitive strengths include our experienced product development staff, our ability to develop new products, brand positioning, relationships with major retailers, and the quality and pricing of our products. Intellectual Property We rely on a combination of patents, licenses and trade secrets to protect our intellectual property. Our patents currently in effect include various design features related to bedrails, infant seats, bouncers, and potty chairs, with several other patents pending for monitors, baby swings, and other items. The patents expire at various times over the next 20 years. We also have license agreements relating to the use of patented technology owned by third parties in certain of our products. We are the sole owner of the molds used in manufacturing our products. 3 Table of Contents Customers Our top 15 customers in North America and the United Kingdom together comprised over 90% of our sales in fiscal 2008. Some of these customers include Babies R Us, Target, K-Mart, Toys R Us Canada, and Wal-Mart in North America, and in the United Kingdom, Mothercare and Argos. Seasonality There are not significant variations in seasonal demand for our products. Sales to our retail customers are generally higher in the time frame when retailers take initial shipments of new products. These orders usually incorporate enough product to fill each store plus additional amounts to be kept at the customer's distribution center. The timing of these initial shipments varies by customer depending on when they finalize store layouts for the upcoming year, and whether there are any mid-year product introductions. Geographic Regions Approximately 92% of our sales in fiscal 2008 were made in North America, primarily the United States (88%) and Canada (4%). The remaining 8% of sales in fiscal 2008 were made in the United Kingdom and all other international accounts. Facilities We are headquartered in a 52,000 square foot headquarters/warehouse facility in Woonsocket, Rhode Island. This facility provides for 24,000 square feet of office space and a 40,000 square foot warehouse. We are the owner of this facility. We have a 36 month, 3,750 square foot lease for office space in South Carolina, which expires in 2010. We have a 24 month lease for office space in Hong Kong, which expires in 2009, as well as a 60 month lease for office space in the United Kingdom, which expires in 2012. We maintain inventory at leased warehouses in California (two warehouses which total approximately 170,000 square feet) and Rhode Island (approximately 72,000 square feet), Colorado (approximately 90,000 square feet), Canada (approximately 31,000 square feet) and the United Kingdom (approximately 16,000 square feet). The leases expire at various times between 2009 and 2013. Regulatory Matters We obtain all necessary regulatory agency approvals for each of our products. In the U.S., these approvals may include, among others, one or more of the Consumer Product Safety Commission ("CPSC"), the American Society of Test Methods ("ASTM"), the Juvenile Products Manufacturing Association ("JPMA"), the Federal Communications Commission ("FCC") and the Food and Drug Administration ("FDA"). We conduct our own internal testing, which utilizes a "foreseeable use and abuse" testing method and is designed to subject each product to the "worst case scenario." Our products are also frequently tested by independent government certified labs. Insurance We carry a product liability insurance policy that provides us with $9,000,000 of liability coverage with a minimal deductible. We consult with our insurers to ascertain appropriate liability coverage for our product mix. We anticipate increasing our insurance coverage in the future in line with our expanding sales and product breadth. Employees As of December 31, 2008, we employed a total of 170 people, 95 of whom work in the headquarters and distribution centers in Rhode Island. Our employees are not covered by a collective bargaining agreement. We consider our employee relations to be good. 4 Table of Contents Available Information We maintain our corporate website at www.summerinfant.com and we make available, free of charge, through this website our annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and amendments to those reports that we file with or furnish to the Securities and Exchange Commission, as soon as reasonably practicable after we electronically file that material with, or furnish it to, the SEC. Information on our website is not part of this report. This report includes all material information about us that is included on our website and is otherwise required to be included in this report. Item 1A. Risk Factors The risks described below are not the only risks we face. Additional risks that we do not yet know of or that we currently think are immaterial may also impair our business operations. If any of the events or circumstances described in the following risks actually occur, our business, financial condition or results of operations could be materially adversely affected. In those cases, the trading price of our common stock could decline. The concentration of our business with a base of retail customers that make no binding long-term commitments means that economic difficulties or changes in the purchasing policies of our major customers could have a significant impact on our business. A number of large, retail customers account for a majority of our net sales. Customers that generated more than 10% of net sales for the year ended December 31, 2008 were Toys R Us (48% of net sales), and Target (10% of net sales). Because of the concentration of our business with these customers, and because we have no long term contracts with these customers, our success depends on our customers' willingness to purchase and provide shelf space for our products. An adverse change in our relationship with any of our large customers or a change in the financial viability of any of these customers could adversely affect our results of operations and financial condition. Our ability to grow and compete will be harmed if we do not successfully satisfy consumer preferences, enhance existing products, develop and introduce new products, and achieve market acceptance of those products. Our business and operating results depend largely upon the appeal of our products. Consumer preferences, particularly among parents, who are the end purchasers of our products, are constantly changing. Our success will, in large part, depend on our ability to identify emerging trends in the health, safety and wellness marketplace, and design products that address consumer demand and prove safe and cost effective. Our product offerings compete with those of many other companies, many of which are much larger and enjoy broader brand recognition and significant distribution channel relationships, which means that our market position is always at risk. Our ability to maintain and increase our current market share will depend upon our ability to anticipate changes in consumer preferences and satisfy these preferences, enhance existing products, develop and introduce new products and establish and grow distribution channels for these products, and ultimately achieve market acceptance of these products. We are dependent on key personnel, and our ability to grow and compete in our industry will be harmed if we do not retain the continued services of our key personnel, or we fail to identify, hire, and retain additional qualified personnel. We are dependent on the efforts of our management team, and the loss of services of members of our management team, each of whom has substantial experience in the juvenile health, safety and wellness markets, could have an adverse effect on our business. If any members of management leave, 5 Table of Contents their departure could have an adverse effect on our operations and could adversely affect our ability to design new products and to maintain and grow the distribution channels for our products. In addition, if our operations continue to grow in a manner consistent with our historical growth rates, it will be necessary for us to attract and retain additional qualified personnel. The market for qualified and talented product development personnel in the consumer goods market, and the juvenile health, safety and wellness products market specifically is intensely competitive. If we are unable to attract or retain qualified personnel as needed, the growth of our operations could be slowed or hampered. However, we believe that Summer Infant's compensation including salary, performance-based bonuses, and stock award programs provides incentives that are competitive within our industry. Intellectual property claims relating to our products could increase our costs and adversely affect our business. We have, from time to time, received claims of alleged infringement of patents relating to certain of our products, and we may face similar claims in the future. These claims relate to alleged patent infringement and are primarily the result of newly issued patents that were not in force when we initially brought the subject products to market. The defense of intellectual property claims can be costly and time consuming, even in circumstances where the claim is without merit. We may be required to pay substantial damages or settlement costs in order to resolve these types of claims. In addition, these claims could materially harm our brand name, reputation and operations. We rely on foreign suppliers in China to manufacture the majority of our products, and any adverse change in our relationship with our suppliers could harm our business. We rely on numerous third-party suppliers located in China for the manufacture of most of our products. While we believe that alternative suppliers could be located if required, our product sourcing could be affected if any of these suppliers do not continue to manufacture our products in required quantities or at all, or with the required levels of quality. We enter into purchase orders with our foreign suppliers and do not enter into any long term contracts. In addition, difficulties encountered by these suppliers, such as fire, accident, natural disasters, outbreaks of contagious diseases, or political unrest, could halt or disrupt production at the affected locations, resulting in delay or cancellation of orders. Any of these events could result in delayed deliveries by us of our products, causing reduced sales and harm to our reputation and brand name. In particular, in 2008, our suppliers based in China faced significant additional costs, as a result of raw materials shortages, the further strengthening of the Chinese currency ("RMB") versus the US dollar, rising labor rates and increases in energy prices. While we anticipate being able to pass on some portion of these increased costs to our customers, continued cost pressures on our suppliers will inevitably be passed on to us Increases in the cost of materials or labor used to manufacture our products could decrease our profitability and therefore negatively impact our business and financial condition. Because our products are manufactured by third-party suppliers, we do not directly purchase the materials used in the manufacture of our products. However, the prices paid by us to these suppliers could increase if raw materials, labor, or other costs increase. If we cannot pass these increases along to our customers, our profitability will be adversely affected. Because we rely on foreign suppliers and we sell in to foreign markets, we are subject to numerous risks associated with international business that could increase our costs or disrupt the supply of our products, resulting in a negative impact on our business and financial condition. Our international operations subject us to risks, including: • economic and political instability, 6 Table of Contents • restrictive actions by foreign governments, • greater difficulty enforcing intellectual property rights and weaker laws protecting intellectual property rights, • changes in import duties or import or export restrictions, • timely shipping of product and unloading of product through West Coast ports, as well as timely truck delivery to our warehouses, • complications complying with the laws and policies of the United States affecting the importation of goods, including duties, quotas, and taxes, and • complications in complying with trade and foreign tax laws. Any of these events or circumstances could disrupt the supply of our products or increase our expenses. Product liability, product recalls, and other claims relating to the use of our products could increase our costs. Because we sell infant and juvenile health, safety and wellness products to consumers, we face product liability risks relating to the use of our products. We also must comply with a variety of product safety and product testing regulations. If we face a product liability claim or fail to comply with these regulations, we may be subject to costly litigations, damage awards, fines or settlement costs that exceed our insurance coverage. We also would incur significant costs in connection with any product recall requirements. Even if a product liability claim is without merit, the claim could harm our reputation and divert management's attention and resources from our business. Competition in our markets could reduce our net sales and profitability. We operate in highly competitive markets. We compete with several large domestic and foreign companies and with other producers of infant products. Many of our competitors have longer operating histories, greater brand recognition, and greater financial, technical, marketing and other resources than we have. In addition, we may face competition from new participants in our markets because the infant product industry has limited barriers to entry. We experience price competition for our products, competition for shelf space at retailers and competition for licenses, all of which may increase in the future. If we cannot compete successfully in the future, our net sales and profitability will likely decline. We may experience difficulties in integrating strategic acquisitions. As part of our growth strategy, we intend to pursue acquisitions that are consistent with our mission and enable us to leverage our competitive strengths. The integration of acquired companies and their operations into our operations involves a number of risks, including: • the acquired business may experience losses that could adversely affect our profitability; • unanticipated costs relating to the integration of acquired businesses may increase our expenses; • possible failure to obtain any necessary consents to the transfer of licenses or other agreements of the acquired company; • possible failure to maintain customer, licensor and other relationships after the closing of the transaction of the acquired company; • difficulties in achieving planned cost-savings and synergies may increase our expenses or decrease our net sales; • diversion of management's attention could impair their ability to effectively manage our business operations; and 7 Table of Contents • unanticipated management or operational problems or liabilities may adversely affect our profitability and financial condition. In addition, any future acquisitions or investments may result in: • issuances of dilutive equity securities, which may be sold at a discount to market price; • use of significant amounts of cash; • the incurrence of debt; • the assumption of significant liabilities; • unfavorable financing terms; • large one-time expenses; and • the creation of intangible assets, including goodwill, the write-down of which may result in significant charges to earnings. Our debt covenants may limit our ability to complete acquisitions, incur debt, make investments, sell assets, merge or complete other significant transactions. Our line of credit includes provisions that place limitations on a number of our activities, including our ability to: • incur additional debt; • create liens on our assets or make guarantees; • make certain investments or loans; • pay dividends; or • dispose of or sell assets or enter into a merger or similar transaction. We could issue additional common stock, which might dilute the book value of our common stock. Our board of directors has authority, without action or vote of our stockholders in most cases, to issue all or a part of our authorized but unissued shares. These stock issuances could be made at a price that reflects a discount from the then-current trading price of our common stock. In addition, to raise capital, we may need to issue securities that are convertible into or exchangeable for a significant amount of our common stock. These issuances would dilute current shareholders' ownership percentage which would have the effect of reducing their influence on matters on which stockholders vote, and could dilute the book value of Summer Infant common stock. Stockholders may incur additional dilution if holders of stock options, whether currently outstanding or subsequently granted, exercise their options, or if warrant holders exercise their warrants to purchase shares of Summer Infant common stock. As a "thinly-traded" stock, large sales can place downward pressure on our stock price. Our common stock experiences periods when it could be considered "thinly traded." Finance transactions resulting in a large amount of newly issued shares that become readily tradable, or other events that cause current stockholders to sell shares, could place downward pressure on the trading price of our stock. In addition, the lack of a robust resale market may require a stockholder to sell a large number of shares in increments over time to mitigate any adverse impact of the sales on the market price of our stock. 8 Table of Contents Anti-takeover provisions in our organizational documents and Delaware law may limit the ability of our stockholders to control our policies and effect a change of control of our company and may prevent attempts by our stockholders to replace or remove our current management, which may not be in your best interests. There are provisions in our certificate of incorporation and bylaws that may discourage a third party from making a proposal to acquire us, even if some of our stockholders might consider the proposal to be in their best interests, and may prevent attempts by our stockholders to replace or remove our current management. These provisions include the following: • our certificate of incorporation provides for three classes of directors with the term of office of one class expiring each year, commonly referred to as a staggered board. By preventing stockholders from voting on the election of more than one class of directors at any annual meeting of stockholders, this provision may have the effect of keeping the current members of our board of directors in control for a longer period of time than stockholders may desire; • our certificate of incorporation authorizes our board of directors to issue shares of preferred stock without stockholder approval and to establish the preferences and rights of any preferred stock issued, which would allow the board to issue one or more classes or series of preferred stock that could discourage or delay a tender offer or change in control; and • our bylaws require advance written notice of stockholder proposals and director nominations. Additionally, we are subject to Section 203 of the Delaware General Corporation Law, which, in general, imposes restrictions upon acquirers of 15% or more of our stock. Finally, the board of directors may in the future adopt other protective measures, such as a stockholder rights plan, which could delay, deter or prevent a change of control. The global economic downturn could result in a reduced demand for our products and increased volatility in our stock price. Current uncertainty in global economic conditions pose a risk to the overall economy as consumers and retailers may defer or choose not to make purchases in response to tighter credit and negative financial news, which could negatively affect demand for our products. Additionally, due to the weak economic conditions and tightened credit environment, some of our retailers and distributors may not have the same purchasing power, leading to lower purchases of our products for placement into distribution channels. Consequently, demand for our products could be materially different from expectations, which could negatively affect our profitability and cause our stock price to decline. Item 1B. Unresolved Staff Comments None. Item 2. Properties We are headquartered in a 52,000 square foot headquarters/warehouse facility in Woonsocket, Rhode Island. This facility provides for 24,000 square feet of office space and a 28,000 square foot warehouse. We are the owner of this facility. We have a 36 month, 3,750 square foot lease for office space in South Carolina, which expires in 2010. We have a 24 month lease for office space in Hong Kong, which expires in 2009, as well as a 60 month lease for office space in the United Kingdom, which expires in 2012. We maintain inventory at leased warehouses in California (approximately 170,000 square feet, which includes two warehouses), Rhode Island (approximately 72,000 square feet), Colorado (approximately 90,000 square), Canada (approximately 31,000 square feet), and the United Kingdom (approximately 16,000 square feet). These leases expire at various times between 2009 and 2013. 9 Table of Contents Item 3. Legal Proceedings None. Item 4. Submission of Matters to a Vote of Security Holders No matter was submitted to a vote of our stockholders during the fourth quarter of the year ended December 31, 2008. PART II Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities Price Range of Common Stock On March 7, 2007, our common stock, warrants and units commenced listing on the Nasdaq Capital Market under the symbols "SUMR", "SUMRW" and "SUMRU", respectively. On March 17, 2008, we announced that effective March 28, 2008, the units will be separated into its component securities, consisting of one share of common stock and two warrants. As a result, beginning on March 28, 2008, the units ceased trading. The high and low closing prices for our common stock as reported on the Nasdaq Capital Market for the periods indicated below were as follows: Holders of Common Stock As of March 14, 2009, there were approximately thirteen shareholders of record of our common stock. Because shares of our common stock are held by depositaries, brokers and other nominees, the number of beneficial holders of our shares is substantially larger than the number of record holders. Dividend Policy There have been no cash dividends declared on our common stock since our company was formed. Dividends are declared at the sole discretion of our Board of Directors. Our intention is not to declare cash dividends and retain all cash for our operations. Issuer Repurchases of Equity Securities On October 9, 2007, we made a tender offer to all holders of our warrants to repurchase each warrant for $1.00. The tender offer expired on November 8, 2007. The total number of warrants purchased in the tender offer was 14,766,047. The current number of warrants outstanding after the tender offer is 3,633,953. Item 6. Selected Consolidated Financial Data N/A 10 High Low Fiscal Year Ended December 31, 2008 First Quarter $ 4.90 $ 3.67 Second Quarter $ 4.80 $ 3.84 Third Quarter $ 4.79 $ 3.76 Fourth Quarter $ 4.50 $ 2.10 Table of Contents Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations (dollar amounts in thousands, except share and per share data) The information contained in this section has been derived from our consolidated financial statements and should be read together with our consolidated financial statements and related notes included elsewhere in this filing. The following discussion is intended to assist in the assessment of significant changes and trends related to our results of operations and financial condition. This discussion and analysis should be read in conjunction with our consolidated financial statements and notes thereto included herein. Our business has grown organically in all of our markets. We derive our revenues from the sale of health, safety and wellness products for infants and toddlers. Our revenue is driven by our ability to design and market desirable products, identify business opportunities and secure new and renew existing distribution channels. Our income from operations is derived from our ability to generate revenue and collect cash in excess of labor and other costs of providing our products and selling, general and administrative costs. Company Overview We are a designer, marketer, and distributor of branded juvenile health, safety and wellness products which are sold principally to large North American and UK retailers. We currently have more than 80 proprietary products in various product categories including nursery audio/video monitors, safety gates, durable bath products, bed rails, infant thermometers, related health and safety products, booster and potty seats, bouncers and a product line of soft goods/bedding. Our strategy is to grow our sales through a variety of methods, including: • increased product penetration (more products at each store); • increased store penetration (more stores within each retail customer); • new products (at existing and new customers); • new mass merchant retail customers; • new distribution channels (food and drug chains, price clubs, home centers, web-based retailers); • new geographies (international expansion); and • new product categories. We have has been able to grow our annual revenues historically through a combination of all of the above factors. Each year, we have been able to expand the number of products in our main distribution channel, mass merchant retailers, and have also added new customers each year. Therefore, even without new product introductions, we could grow our business by simply selling more of our existing product line to existing customers. In the future, our growth strategy will be to continue to develop and sell new products to our existing customer base, sell new and existing products to new customers (or expand relationships with existing customers), expand our sales of products from our soft goods product line, and expand in the UK and in other geographic regions (including Japan, Mexico and Australia, among others). In addition, there are a number of potential acquisition candidates that could be pursued in order to obtain new innovative products, new product categories, new retail customers or new sales territories. There are approximately 400 active juvenile product companies, of which approximately 300 have less than $10 million in sales. In addition, there are various product categories that we do not currently compete in, including car seats, high chairs, walkers, nursery care, and other categories. We may look 11 Table of Contents to develop our own products in these categories or attempt to gain entrance into these categories through acquisitions. As we continue to grow through internal initiatives and any future acquisitions, we will incur additional expenses. Two of the key areas in which those increased expenses will likely occur are sales and product development. In order to grow sales, we will likely hire additional sales personnel to service new geographic territories, focus existing resources on specific parts of the United States market and retain product line specialists to drive sales of new and existing products in specific areas in which we believe we can readily increase sales. Product development expenses will increase as we develop new products in existing and new categories. If we were to acquire one or more companies as part of our growth strategy, we would face various challenges such as the integration of the acquired companies' product lines, employees, marketing requirements and information systems. Ongoing infrastructure investment also may be required to support realized growth, including expenditures with respect to upgraded and expanded information systems and enhancing our management team. Sales Our revenues are primarily derived from the sale of juvenile health, safety and wellness products and are recognized upon transfer of title of product to our customers. Our products are marketed through several distribution channels including chain retailers, specialty retailers and direct to consumers. A number of large, retail customers account a majority of our net sales. Customers that generated more than 10% of net sales for the year ended December 31, 2008 were Toys R Us (48% of such net sales), and Target (10% of such net sales). Because of the concentration of our business with these customers, and because we have no long term contracts with these customers, our success depends on our customers' willingness to purchase and provide shelf space for our products. Over 90% of sales are currently made to customers in North America, with the remaining sales primarily made to customers in the UK. Sales are made utilizing standard credit terms of 30 to 60 days. We generally accept returns only for defective merchandise. Cost of goods sold and other expenses Our products are manufactured by third parties, with approximately 80-85% of the dollar value of products being manufactured in China and the majority of the balance being manufactured in the United States. Cost of goods sold primarily represents purchases of finished products from these third party manufacturers. The remainder of our cost of goods sold includes duties on certain imported items, freight-in from suppliers and miscellaneous charges from contract manufacturers. Substantially all of our purchases are made in US dollars; therefore, most of this activity is not subject to currency fluctuations. If our suppliers experience increased raw materials, labor or other costs and pass along those cost increases through higher prices for finished goods, our cost of sales would increase, and to the extent we are unable to pass these price increases along to our customers, our gross margins would decrease. Selling, general and administrative expenses primarily consist of payroll, insurance, professional fees, royalties, freight out to customers, product development costs, advertising and marketing expenses (including co-op advertising allowances as negotiated with certain customers) and sales commissions. Several of these items fluctuate with sales, some are based on sales to particular customers and others are based on sales of particular products. In particular, in 2008, our suppliers based in China faced significant additional costs, as a result of raw materials shortages, the further strengthening of the Chinese currency ("RMB") versus the US 12 Table of Contents dollar, rising labor rates and increases in energy prices. Additionally, Chinese suppliers were impacted by Government imposed reductions on tax refunds. While we anticipate being able to pass on some portion of these increased costs to our customers, continued cost pressures on our suppliers will inevitably be passed on to us; although recently we have experienced some stabilization with our orient suppliers. There are not significant variations in seasonal demand for our products. Sales to our retail customers are generally higher in the time frame when retailers take initial shipments of new products. These orders usually incorporate enough product to fill each store plus additional amounts to be kept at the customer's distribution center. The timing of these initial shipments varies by customer depending on when they finalize store layouts for the upcoming year, and whether there are any mid-year product introductions. Summary of critical accounting policies and estimates This summary of our critical accounting policies is presented to assist in understanding our consolidated financial statements. The consolidated financial statements and notes are representations of our management, which is responsible for their integrity and objectivity. These accounting policies conform to accounting principles generally accepted in the United States of America and have been consistently applied in the preparation of the consolidated financial statements. We make certain estimates and assumptions that affect the reported amounts of assets and liabilities and the reported amounts of revenues and expenses. The accounting policies described below are those we consider critical in preparing our financial statements. Some of these policies include significant estimates made by management using information available at the time the estimates were made. However, these estimates could change materially if different information or assumptions were used. Revenue recognition We follow the guidance of the Securities and Exchange Commission ("SEC") Staff Accounting Bulletin 104 for revenue recognition. In general, we record revenue when all of the following occur: persuasive evidence of an arrangement exists, product delivery has occurred, the sales price to the customer is fixed or determinable and collectability is reasonably assured. Sales are recorded net of provisions for returns and allowances, product placement fees, customer discounts and other sales related discounts. We base our estimates for discounts, returns and allowances on negotiated customer terms and historical experience. These estimates are subject to variability, as actual deductions taken by customers may be different from the estimates recorded. Sales incentives or other consideration given by us to customers that are considered adjustments of the selling price of its products, such as allowances and product placement fees, are reflected as reductions of revenue. Sales incentives and other consideration that represent costs incurred by us for assets or services received, such as the appearance of our products in a customer's national circular ad, are reflected as selling and marketing expenses in the accompanying statements of income. Trade receivables We carry our trade receivables at net realizable value. On a periodic basis, we evaluate our trade receivables and establish an allowance for doubtful accounts based on a history of past bad debt expense, collections and current credit conditions. The allowance is adjusted based on actual write-offs that occur. We have a credit insurance policy to protect against potential losses up to stated amounts from certain customers. 13 Table of Contents We do not accrue interest on trade receivables. A receivable is considered past due if payments have not been received within the credit terms on the account, typically 60 days for most customers. We will turn an account over for collection around 120 days past due. Accounts are considered uncollectible if no payments are received 60 to 90 days after they have been turned over for collection. Inventory Valuation Inventory is comprised of finished goods and is stated at the lower of cost, inclusive of freight and duty, or market (net realizable value) using the first-in, first-out (FIFO) method. Our warehousing costs are charged to expense as incurred. Inventory write-downs are recorded for damaged, obsolete or slow-moving inventory. Management uses estimates to record write-downs based on its review of inventory by product category, including length of time on hand and estimates of future orders for each product. Changes in consumer preferences, as well as demand for products, customer buying patterns and inventory management could impact the inventory valuation. Impairment of long-lived assets, goodwill and other intangible assets. Long-lived assets have been reviewed for impairment based on Statement of Financial Accounting Standards (SFAS) No. 144, "Accounting for the Impairment or Disposal of Long-Lived Assets." This Statement requires that an impairment loss be recognized whenever the carrying value of an asset exceeds the sum of the undiscounted cash flows expected to result from the use and eventful disposition of that asset, excluding future interest costs the entity would recognize as an expense when incurred. Goodwill and other intangible assets have been reviewed for impairment based on SFAS No. 142, "Goodwill and Other Intangible Assets." Under this Statement, goodwill and other intangible assets that have indefinite useful lives are not amortized, but rather tested at least annually for impairment. The Company's management reviews for indicators that might suggest an impairment loss could exist. Testing for impairment requires estimates of expected cash flows to be generated from the use of the assets. Various uncertainties, including changes in consumer preference, deterioration in the political environment, continued adverse conditions in the capital markets or changes in general economic conditions, could impact the expected cash flows to be generated by an asset or group of assets. Intangible assets that have finite useful lives are amortized over their useful lives. Allowance for doubtful accounts. The allowance for doubtful accounts represents adjustments to customer trade accounts receivable for amounts deemed uncollectible. The allowance for doubtful accounts reduces gross trade receivables to their estimated net realizable value. The Company's allowance is based on managements' assessment of the business environment, customers' financial condition, historical trends, customer payment practices, receivable aging and customer disputes. The Company will continue to proactively review its credit risks and adjust its customer terms to reflect the current environment. Income taxes Effective January 1, 2007, we adopted the provisions of FASB Interpretation No. 48 ("FIN 48"), "Accounting for Uncertainty in Income Taxes—An Interpretation of FASB Statement No. 109." FIN 48 provides detailed guidance for the financial statement recognition, measurement and disclosure of uncertain tax positions recognized in the financial statements in accordance with SFAS No. 109. Tax positions must meet a "more-likely-than-not" recognition threshold at the effective date to be recognized upon the adoption of FIN 48 and in subsequent periods. Upon the adoption of FIN 48, we had no unrecognized tax benefits. Deferred income tax assets are adjusted by a valuation allowance, if necessary, to recognize future tax benefits only to the extent, based on available evidence; it is "more-likely-than-not" such benefits 14 Table of Contents will be realized. We recognize interest and penalties, if any, related to uncertain tax positions in selling, general and administrative expenses. The tax years 2004 through 2007 remain open to examination by the major taxing jurisdictions in which we operate. We expect no material changes to unrecognized tax positions within the next twelve months. Results of Operations Summer Infant, Inc. (formerly KBL Healthcare Acquisition Corp. II) Consolidated Statements of Income For the Years Ended December 31, 2008 and 2007 (In thousands) The results of operations for the year ended December 31, 2007 represent the combined activity of KBL Healthcare from January 1, 2007 through March 6, 2007 and the activity of Summer Infant from March 6, 2007 through December 31, 2007. KBL Healthcare historically had no sales or gross profit, while Summer Infant has both sales and gross profit, in addition to other normal operating expenses. Therefore, the amounts in the two above periods cannot be compared in a meaningful fashion. To give the reader some additional information on the performance of the underlying Summer Infant operations, the following table represents the results of the Summer Infant operating company for the years ended December 31, 2008 and 2007. This table is being presented to give the reader more information about the underlying performance of the ongoing operating company, because KBL Healthcare had no operating business in 2007. The 2008 operating results include Kiddopotamus and Basic Comfort from their respective acquisition dates of April 18 th and March 31 st , through December 31, 2008. 15 Year Ended December 31, 2008 Year Ended December 31, 2007 Net sales $ 132,369 $ 68,117 Cost of goods sold 85,514 42,356 Gross profit 46,855 25,761 Operating expenses (including interest) 39,575 20,968 Income tax expense 2,378 1,678 Net income $ 4,902 $ 3,115 Table of Contents Summer Infant, Inc. and Subsidiaries Consolidated Statements of Income For the Years Ended December 31, 2008 and 2007 (In thousands) (a) Year Ended December 31, 2008 Year Ended December 31, 2007 Net sales $ 132,369 100.0 % $ 80,517 100.0 % Cost of goods sold 85,514 64.6 % 50,037 62.1 % Gross Profit 46,855 35.4 % 30,480 37.9 % SG&A expenses(a) 34,039 25.7 % 22,458 27.9 % EBITDA(b) $ 12,816 9.7 % $ 8,022 10.0 % Excluding depreciation, amortization, deal-related fees, and Non-Cash stock option expense. (b) See non-GAAP discussion below regarding the computation of EBITDA. Year ended December 31, 2008 compared with year ended December 31, 2007 Net sales increased 64% from approximately $80,517,000 in the year ended December 31, 2007 to approximately $132,369,000 for the year ended December 31, 2008. This increase was primarily attributable to increased distribution of existing products throughout our customer base, introduction of new products, acquisitions, and expansion into new customers. Kiddopotamus and Basic Comfort added approximately $11,130,000 and $7,484,000 to net sales, respectively. Gross profit increased 54% from approximately $30,480,000 for the year ended December 31, 2007 to approximately $46,855,000 for the year ended December 31, 2008. This increase was primarily attributable to the 64% increase in net sales, offset by increased cost of goods due to raw material increases and a change in product mix. The increase in raw materials costs and labor were passed along as cost increases, and to the extent we were unable to pass such price increases along to our customers, our gross profit percentage year-over-year has decreased. Selling, general and administrative expenses increased from approximately $22,458,000 for the year ended December 31, 2008 to approximately $34,039,000 for the year ended December 31, 2008. This increase was primarily attributable to increased variable costs such as co-op advertising allowances as a result of the significant increase in sales. In addition, there were increased expenditures in product development, headcount, professional fees, and warehouse operations. Liquidity and Capital Resources We generally fund our operations and working capital needs through cash generated from operations and borrowings under our credit facility. Our sales have increased significantly over the past several years. For the year ended December 31, 2003, net sales for the Summer Infant Operating Companies were approximately $17,600,000. For the year ended December 31, 2008, net sales were approximately $132,369,000. This sales growth has led to a substantial increase in working capital requirements, specifically accounts receivable and inventory. The typical cash flow cycle is as follows: • Inventory is purchased to meet expected demand plus a safety stock. Because the majority of our vendors are based in Asia, inventory takes from four to six weeks to arrive from Asia to the various distribution points we maintain in the US, Canada and the UK. Payment terms for these vendors are approximately 30- 60 days from the date the product ships from Asia, therefore we are generally paying for the product a short time after it is physically received in the US. The 16 Table of Contents increased sales we have experienced result in increased levels of inventory, and therefore an increase in the amount of cash required to fund our inventory level. • Sales to customers generally have payment terms of 60 days. The increased sales have resulted in an increase in the level of accounts receivable, and therefore have increased the amount of cash required to fund working capital. We have traditionally been able to fund our increased working capital through lines of credit with banks. The majority of our capital expenditures are for tools related to new product introductions. We receive indications from retailers generally around the middle of each year as to what products the retailer will be taking into its product line for the upcoming year. Based on these indications, we will then acquire the tools required to build the products. In most cases the payments for the tools are spread out over a three to four month period. For the year ended December 31, 2008, net cash used in operating activities totaled $16,000. This was due to the positive net income generated during the year, plus non-cash charges, less working capital increases (primarily accounts receivable and inventory, which increased due to the significant sales increase). Net cash used in investing activities was approximately $21,503,000 which primarily relates to the cash portion of the Basic Comfort and Kiddopotamus acquisitions, in addition to year to date capital expenditures of approximately $3,863,000 and purchases of intangible assets totaling $1,682,000. Net cash provided by financing activities was approximately $21,714,000 which relates to amounts borrowed to fund increases in working capital and the acquisitions of Basic Comfort and Kiddopotamus. Based on the above factors, the net cash decrease for the year ended December 31, 2008 was approximately $783,000, resulting in a cash balance of approximately $988,000 at December 31, 2008. Summer believes that its cash on hand and current banking facilities are sufficient to fund its cash requirements for at least the next 12 months. However, unforeseen circumstances, such as softness in the retail industry or deterioration in the business of a significant customer, could create a situation where Summer cannot access all of the available lines of credit due to not having sufficient assets or EBITDA. In addition, there is no assurance that Summer will meet all of its bank covenants in the future, or that its lender will grant waivers if there are covenant violations. Summer's strategy for funding its business going forward is a combination of increased profitability, and if necessary, negotiation of increased borrowing lines as required with traditional lenders. On April 10, 2008, Summer entered into two new three-year secured credit facilities (the "Loan Agreement") with Bank of America, N.A., as Administrative Agent, and each of the financial institutions that is a signatory to the Loan Agreement. The Loan Agreement provides for a $36,000,000 working capital revolving credit facility and a $10,000,000 non-restoring acquisition credit facility. The new credit facilities mature on June 30, 2011. The acquisition credit facility has been utilized in its entirety as of June 30, 2008. Summer and its subsidiaries, Summer Infant (USA), Inc., Summer Infant Europe Limited, Summer Infant Asia Limited and Summer Infant Canada, Limited are the borrowers under the Loan Agreement. These credit facilities replaced Summer's prior line of credit and are being used principally to fund growth opportunities and for working capital purposes. Summer's ability to borrow under the Loan Agreement is subject to its ongoing compliance with a number of financial and other covenants, including the following (i) that Summer and its subsidiaries maintain a net worth of $50,000,000 plus the sum of 50% of net income earned in each fiscal year, 17 Table of Contents (ii) that Summer and its subsidiaries maintain a ratio of total funded debt to EBITDA of not greater than 3.50:1.00, and (iii) that Summer and its subsidiaries maintain a ratio of operating cash flow to debt service of not less than 1.25:1.00. In addition, if Summer's ratio of total funded debt to EBITDA is greater than 3.25:1.00 as of December 31, 2008, the total commitment amount under the working capital revolving credit facility will reduce by $4,000,000 on March 31, 2009. Furthermore, if Summer's ratio of total funded debt to EBITDA is greater than 3.25:1.00 for any fiscal year, the agreegate amount that may be borrowed under the Loan Agreement will be determined by reference to a borrowing base. These credit facilities bear interest at a floating rate based on a spread over LIBOR ranging from 150 basis points to 200 basis points, depending upon the ratio of the Company's total funded debt to EBITDA. As of December 31, 2008, the rate on these credit facilities ranged between 1.95% and 4.42%. In addition, these credit facilities have an unused line fee based on the unused amount of the credit facilities equal to 25 basis points. The Loan Agreement also contains customary events of default, including a cross default provision and a change of control provision. In the event of a default, all of the obligations of the Company and its subsidiaries under the Loan Agreement may be declared immediately due and payable. For certain events of default relating to insolvency and receivership, all outstanding obligations become due and payable. As of December 31, 2008, the Company had approximately $39,676,000 outstanding of the total committed amount of $46,000,000. In addition, the Company has $3,859,000 outstanding on the loan related to the construction of the corporate headquarters. The Company was in compliance with all covenants as of December 31, 2008. The following table summarizes our significant contractual commitments at December 31, 2008: Estimated future interest payments on our line of credit were based upon the interest rates in effect at December 31, 2008. Off-Balance Sheet Arrangements We did not have any off-balance sheet arrangements during either of the years ended December 31, 2008 and 2007. Non-GAAP Discussion In addition to our GAAP results, we also disclose non-GAAP measures of our performance. EBITDA, as defined below, is an important supplemental financial measure of our performance that is not required by, or presented in accordance with, GAAP. As used herein, EBITDA represents net income (loss) before income taxes, minority interest in net income of affiliates, interest expense, and 18 Payment Due by Period Contractual Obligations Total 2009 2010 2011 2012 and beyond (In Thousands) Line of credit/acquisition facility $ 39,676 $ 1,333 $ 2,000 $ 36,343 Estimated future interest payments on line of credit 3,155 1,262 1,262 631 Operating leases 4,793 1,707 1,458 811 $ 817 Capital leases 397 215 161 31 Construction loan 3,859 105 112 120 3,522 Total contractual cash obligations $ 51,880 $ 4,622 $ 4,993 $ 37,936 $ 4,339 Table of Contents depreciation and amortization and non-cash stock option expense. Our management uses EBITDA as a financial measure to assess the ability of our assets to generate cash sufficient to pay interest on our indebtedness, meet capital expenditure and working capital requirements, and otherwise meet our obligations as they become due. We believe that the presentation of EBITDA provides useful information regarding our results of operations because it assists in analyzing and benchmarking the performance and value of our business. We believe that EBITDA is useful to stockholders as a measure of comparative operating performance, as it is less susceptible to variances in actual performance resulting from depreciation and amortization and more reflective of changes in pricing decisions, cost controls and other factors that affect operating performance. EBITDA also is used by our management for multiple purposes, including: • to calculate and support various coverage ratios with our lenders; • to allow lenders to calculate total proceeds they are willing to loan to us based on our relative strength compared to other competitors; and • to more accurately compare our operating performance from period to period and company to company by eliminating differences caused by variations in capital structures (which affect relative interest expense), tax positions and amortization of intangibles. Although we use EBITDA as a financial measure to assess the performance of our business, there are material limitations to using a measure such as EBITDA, including the difficulty associated with using it as the sole measure to compare the results of one company to another and the inability to analyze significant items that directly affect a company's net income (loss) or operating income because it does not include certain material costs, such as interest and taxes, necessary to operate its business. In addition, our calculation of EBITDA may not be consistent with similarly titled measures of other companies and should be viewed in conjunction with measures that are computed in accordance with GAAP. Our management compensates for these limitations in considering EBITDA in conjunction with its analysis of other GAAP financial measures, such as net income (loss). The following table presents a reconciliation of EBITDA to net income, its most directly comparable GAAP financial measure, on a historical basis, for the periods presented: Reconciliation of Income before interest to unaudited EBITDA The increase in EBITDA for the past year has been primarily the result of the sales increases that have occurred. Sales increased from $80,500,000 in 2007 to $132,369,000 in 2008. For the years ended December 31, 2008 and 2007, "EBITDA", as defined, includes the addition of certain litigation and deal-related expenses that we believe to be nonrecurring. Recently Issued Accounting Pronouncements In September 2006, the FASB issued SFAS No. 157, "Fair Value Measurements." SFAS No. 157 defines fair value, establishes a framework for measuring fair value in generally accepted accounting 19 Year Ended December 31 2008 2007 (In Thousands) Income before interest $ 9,339 $ 5,963 Plus: depreciation and amortization 2,903 1,378 Plus: litigation and deal related expenses 214 305 Plus: non-cash stock option expense 360 376 EBITDA, as defined $ 12,816 $ 8,022 Table of Contents principles and expands disclosures about fair value measurements. SFAS No. 157 applies under other accounting pronouncements that require or permit fair value measurements and accordingly, does not require any new fair value measurements. SFAS No. 157 is effective for fiscal years beginning after November 15, 2007. The Company adopted FAS 157 for its financial assets and liabilities effective January 1, 2008. In June 2006, the FASB issued Interpretation No. 48, "Accounting for Uncertainty in Income Taxes—an Interpretation of FASB Statement No. 109" ("FIN 48"). FIN 48 clarifies the accounting for uncertainty in income taxes recognized in a company's financial statements in accordance with SFAS No. 109, "Accounting for Income Taxes." FIN 48 prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. FIN 48 is effective for fiscal years beginning after December 15, 2006. This was adopted effective January 1, 2007. As a result of the implementation of FIN 48, we recognized no adjustments in uncertain tax benefits. As of December 31, 2008, we have $0 of accrued interest related to uncertain tax positions. In December 2007, the FASB issued Statement of Financial Accounting Standards No. 141(R), "Business Combinations", or SFAS No. 141(R). This statement establishes principles and requirements for how the acquirer of a business recognizes and measures in its financial statements the identifiable assets acquired, the liabilities assumed, and any non-controlling interest in the acquired. SFAS No. 141(R) also provides guidance for recognizing and measuring the goodwill acquired in the business combination and determines what information to disclose to enable users of the financial statements to evaluate the nature and financial effects of the business combination. The provisions of SFAS No. 141(R) are effective for financial statements issued for fiscal years beginning after December 15, 2008. The Company will adopt this statement, as applicable on January 1, 2009. In December 2007, the FASB issued Statement of Financial Accounting Standards No. 160, "Non-controlling Interests in Consolidated Financial Statements-An Amendment to Accounting Research Bulletin ("ARB") No. 51", or SFAS No. 160. This statement amends ARB No. 51, "Consolidated Financial Statements", to establish accounting and reporting standards for the non-controlling interest in a subsidiary and for the deconsolidation of a subsidiary. This statement also amends certain of ARB No. 51's consolidation procedures for consistency with the requirements of SFAS No. 141(R). In addition, SFAS No. 160 also includes expanded disclosure requirements regarding interests of the parent and its non-controlling interest. The provisions of SFAS No. 160 are effective for financial statements issued for fiscal years beginning after December 15, 2008. The Company will adopt this statement, as applicable, on January 1, 2009. In February 2008, the FASB issued Staff Position ("FSP") No. 157-1 and FSP No. FSP 157-2. FSP No. 157-1 removes certain leasing transactions from the scope of SFAS No. 157. FSP No. 157-2 partially defers the effective date of SFAS No. 157 for one year for certain nonfinancial assets and nonfinancial liabilities that are recognized at fair value on a nonrecurring basis. Under FSP No. 157-2, the effective date for non-financial assets and liabilities that are recognized at the fair value on a nonrecurring basis will be for fiscal years beginning after November 15, 2008. FSP No. 157-2 is effective for the Company of January 1, 2009. The Company is assessing the potential impact of adopting FSP No. 157-2, but does not believe that the adoption will have a significant impact on the Company's consolidated financial statements. In April 2008, the FASB issued FSP No. FAS 142-3, "Determination of the Useful Life of Intangible Assets" ("FSP FAS 142-3"). FSP FAS 142-3 amends the factors that should be considered in developing renewal or extension assumptions used to determine the useful life of a recognized intangible asset under SFAS No. 142, " Goodwill and Other Intangible Assets "(SFAS No. 142"). The intent of the position is to improve the consistency between the useful life of an recognized intangible asset under SFAS No. 142 and the period of expected cash flows used to measure the fair value of the asset under SFAS No. 141 (R). FSP FAS 142-3 is effective for fiscal years beginning after December 15, 2008 and is effective for the Company beginning January 1, 2009. The Company is assessing the potential impact that the adoption of FSP FAS 142-3 will have on the useful lives of its intangible assets but does not expect it to have a material impact on its consolidated results of operations and financial condition. 20 Table of Contents Management does not believe that any other recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying financial statements. Item 8. Financial Statements and Supplementary Data The financial statements required by this item are attached to this Annual Report on Form 10-K beginning on Page F-1. Item 9A(T) Controls and Procedures (a) Evaluation of Disclosure Controls and Procedures As required by Rule 13a-15 under the Securities Exchange Act of 1934, as of the end of the period covered by this Annual report, we carried out an evaluation, under the supervision and with the participation of our Chief Executive Officer and our chief Financial Officer, of the effectiveness of our disclosure controls and procedures as of December 31, 2008. Our management has concluded, based on their evaluation, that as of the end of the period covered by this report, our disclosure controls and procedures were effective as of December 31, 2008 to ensure that information required to be disclosed by us in the reports we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission's rules and forms. (b) Management's Report on Internal Control over Financial Reporting Management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting. As defined in Rule 13a-15(f) under the Exchange Act, internal control over financial reporting is a process designed by, or under the supervision of , a company's principal executive and principal financial officers and effected by a company's board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. It includes those policies and procedures that: a) Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of a company; b) Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of a company are being made only in accordance with authorizations of management and the board of directors of the company; and c) Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or deposition of a company's assets that could have a material effect on its financial statements. Because of the inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. The Company's management has used the criteria established in "Internal Control-Integrated Framework" issued by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO") to evaluate the effectiveness of the Company's internal control over financial reporting. Management has selected the COSO framework for its evaluation as it is a control framework recognized by the SEC and the Public Company Accounting Oversight Board, that is free from bias, permits reasonably consistent qualitative and quantitative measurement of the Company's internal 21 Table of Contents controls, is sufficiently complete so that relevant controls are not omitted, and is relevant to an evaluation of internal controls over financial reporting. Based on our assessment, management has concluded that our internal control over financial reporting, based on criteria established in "Internal Control-Integrated Framework" issued by COSO was effective as of December 31, 2008 and for the year then ended. The annual report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting. Our management's report was not subject to attestation by our registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit us to provide only our management's report in this annual report. (c) Changes in Internal Control Over Financial Reporting There was no change in our internal control over financial reporting that occurred during the fourth quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting. Item 9B. Other Information Not applicable. 22 Table of Contents PART III Item 10. Directors, Executive Officers and Corporate Governance The information required by this Item will be contained in our definitive Proxy Statement to be filed with the SEC in connection with our 2008 Annual Meeting of Stockholders (the "2008 Proxy Statement") under the captions "Election of Directors," "Board of Directors Meetings and Committees of the Board," "Executive Officers" and "Section 16(a) Beneficial Ownership Reporting Compliance" and is incorporated herein by reference. We have adopted a Code of Ethics that applies to all our directors, officers and employees. The Code of Ethics is publicly available on our website at www.summerinfant.com . Amendments to the Code of Ethics and any grant of a waiver from a provision of the Code of Ethics requiring disclosure under applicable SEC and Nasdaq rules will be disclosed on our website. Item 11. Executive Compensation The information required by this Item will be incorporated by reference from the information under the caption "Executive Compensation" contained in our 2008 Proxy Statement. Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters The information required by this item will be incorporated by reference from the information under the caption "Ownership of Summer Infant, Inc. Common Stock" contained in our 2008 Proxy Statement. Equity Compensation Plan Information The following table summarizes share information, as of December 31, 2008, for our equity compensation plans, including the 2006 Performance Equity Plan. Item 13. Certain Relationships, Related Transactions and Director Independence The information required by this item will be incorporated by reference from the information under the caption "Certain Relationships and Related Transactions" contained in our 2008 Proxy Statement. Item 14. Principal Accounting Fees and Services The information required by this item will be incorporated by reference from the information under the captions "Audit Fees", "Audit-Related Fees," "Tax Fees," "All Other Fees" and "Pre-Approval Policies and Procedures" contained in our 2008 Proxy Statement. 23 Plan Category Number of Common Shares to Be Issued Upon Exercise of Outstanding Options Weighted Average Exercise Price of Outstanding Options Number of Common Shares Available for Future Issuance Under Equity Compensation Plans(1) Equity compensation plans approved by stockholders 999,200 $ 5.23 2,000,800 Equity compensation plans not approved by stockholders Total 999,200 $ 5.23 2,000,800 Table of Contents Summer Infant, Inc. And Subsidiaries Index to Financial Statements F-1 Report of Independent Registered Public Accounting Firm F-2 Consolidated Balance Sheets F-3 Consolidated Statements of Income F-4 Consolidated Statements of Cash Flows F-5 Consolidated Statements of Stockholders' Equity for the Years Ended December 31, 2008 and 2007 F-6 Notes to Consolidated Financial Statements F-7 - F-23 Table of Contents REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Board of Directors and Stockholders Summer Infant, Inc. We have audited the accompanying consolidated balance sheets of Summer Infant, Inc. and Subsidiaries as of December 31, 2008 and 2007, and the related consolidated statements of income, stockholders' equity and cash flows for the years then ended. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Summer Infant, Inc. and Subsidiaries as of December 31, 2008 and 2007, and the results of their operations and their cash flows for the years then ended in conformity with U.S. generally accepted accounting principles. We were not engaged to examine management's assertion about the effectiveness of Summer Infant's internal control over financial reporting as of December 31, 2008 included in the "Management's Report on Internal Control Over Financial Reporting" and, accordingly, we do not express an opinion thereon. F-2 /s/ MCGLADREY & PULLEN, LLP New York, New York March 24, 2009 Table of Contents Summer Infant, Inc. and Subsidiaries Consolidated Balance Sheets Note that all dollar amounts presented in the table below are in thousands of U.S. dollars, except share amounts and par value per share. See notes to consolidated financial statements F-3 December 31, 2008 December 31, 2007 ASSETS CURRENT ASSETS Cash and Cash Equivalents $ 988 $ 1,771 Trade Receivables, net of allowance for doubtful accounts of $335 and $124 at December 31, 2008 and 2007, respectively 29,358 21,245 Inventory 30,882 19,327 Prepaids and Other Current Assets 1,495 970 Deferred Tax Assets 602 134 TOTAL CURRENT ASSETS 63,325 43,447 Property and Equipment, net 11,212 9,279 Goodwill 40,452 30,820 Other Intangible Assets, net 15,130 9,463 Other Assets, net 416 216 TOTAL ASSETS $ 130,535 $ 93,225 LIABILITIES AND STOCKHOLDERS' EQUITY CURRENT LIABILITIES Line of Credit and Current Portion of Long-Term Debt $ 1,654 17,856 Accounts Payable and Accrued Expenses 23,045 17,574 TOTAL CURRENT LIABILITIES 24,699 35,430 Long-term Debt, less current portion 42,277 3,977 Deferred Tax Liabilities 1,348 548 TOTAL LIABILITIES 68,324 39,955 STOCKHOLDERS' EQUITY Common Stock $.0001 par value, issued and outstanding 15,055,782 and 13,907,892 at December 31, 2008 and 2007, respectively 1 1 Additional Paid-in Capital 54,095 49,078 Retained Earnings 8,997 4,095 Accumulated Other Comprehensive Income (Loss) (882 ) 96 TOTAL STOCKHOLDERS' EQUITY 62,211 53,270 TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 130,535 $ 93,225 Table of Contents Summer Infant, Inc. and Subsidiaries Consolidated Statements of Income Note that all dollar amounts presented in the table and the notes to the table below are in thousands of U.S. dollars, except share and per share amounts. a) For the year ended December 31, 2008 December 31, 2007 Net revenues $ 132,369 $ 68,117 Cost of goods sold 85,514 42,356 Gross profit 46,855 25,761 Selling, general and administrative expenses(a) 34,613 20,016 Depreciation and amortization 2,903 1,180 Net operating income 9,339 4,565 Interest income (expense), net (2,059 ) 228 Income before provision for income taxes 7,280 4,793 Income tax expense 2,378 1,678 Net income $ 4,902 $ 3,115 Net income per share basic $ 0.33 $ 0.23 Weighted average shares outstanding basic 14,734,299 13,426,000 Net income per share diluted $ 0.33 $ 0.23 Weighted average shares outstanding diluted 14,734,299 13,507,097 Includes non-cash stock option compensation expense of $360 and $376 for the years ended December 31, 2008, and December 31, 2007, respectively. Also includes deal-related fees of $214 for the year ended December 31, 2008. See notes to consolidated financial statements F-4 Table of Contents Summer Infant, Inc. and Subsidiaries Consolidated Statements of Cash Flows Note that all dollar amounts presented in the attached table are in thousands of U.S. dollars. See notes to consolidated financial statements F-5 For the year ended December 31, 2008 December 31, 2007 Cash flows from operating activities: Net income $ 4,902 $ 3,115 Adjustments to reconcile net income to net cash used in operating activities Depreciation and amortization 2,903 1,180 Stock-based compensation 360 376 Deferred income taxes 838 923 Changes in assets and liabilities, net of effects of acquisitions Increase in accounts receivable (4,444 ) (9,115 ) Increase in inventory (6,738 ) (9,266 ) Decrease (increase) in prepaids and other current assets 336 (31 ) Increase in other assets (200 ) Increase in accounts payable and accrued expenses 2,027 8,603 Net cash used in operating activities (16 ) (4,215 ) Cash flows from investing activities: Acquisitions of property and equipment (3,863 ) (3,570 ) Acquisitions of other intangible assets (1,682 ) Acquisitions of Basic Comfort, Inc., Kiddopotamus & Company (2008) and Summer Infant, Inc. (2007), net of cash acquired of $61 and $867, respectively (15,958 ) (24,371 ) Net cash used in investing activities (21,503 ) (27,941 ) Cash flows from financing activities: Net repayments on line of credit — (14,992 ) Net borrowings on line of credit and payments on other debt 21,714 18,668 Redemptions of common stock (6,883 ) Redemption of warrants (15,058 ) Net cash provided by (used in) financing activities 21,714 (18,265 ) Effect on exchange rate changes on cash and cash equivalents (978 ) 98 Net decrease in cash and cash equivalents (783 ) (50,323 ) Cash and cash equivalents at beginning of year 1,771 52,094 Cash and cash equivalents at end of year $ 988 $ 1,771 Supplemental disclosure of cash flow information: Cash paid during the year for interest $ 1,906 $ 895 Cash paid during the year for income taxes $ 1,424 $ 700 Non cash investing/financing activities Issuance of common stock in conjunction with the acquisitions of Basic Comfort, Inc., Kiddopotamus and Company (2008), and Summer Infant, Inc. (2007), respectively $ 4,657 $ 20,182 Capital lease obligations incurred $ 380 $ — Table of Contents Summer Infant, Inc. and Subsidiaries Consolidated Statements of Stockholders' Equity For the Years Ended December 31, 2008 and 2007 Note that all dollar amounts presented in the attached table are in thousands of U.S. dollars. See notes to consolidated financial statements F-6 Commons Stock Additional Paid in Capital Retained Earnings Accumulated Comprehensive Income (Loss) Comprehensive Income Total Stockholders Equity Shares Amount Balance at December 31, 2006 11,200,000 $ 1 $ 50,461 $ 980 $ 51,442 Acquisition of Summer Infant, Inc. 3,916,667 20,182 20,182 Redemption of shares (1,208,775 ) (6,883 ) (6,883 ) Redemption of warrants (15,058 ) (15,058 ) Stock based compensation 376 376 Net income for the year 3,115 $ 3,115 Foreign currency translation adjustment $ 96 96 Total comprehensive income $ 3,211 3,211 Balance at December 31, 2007 13,907,892 $ 1 $ 49,078 $ 4,095 $ 96 $ 53,270 Acquisition of Basic Comfort 450,000 1,778 1,778 Acquisition of Kiddopotamus 697,890 2,879 2,879 Stock based compensation 360 360 Net income for the year 4,902 4,902 Foreign currency translation adjustment (978 ) (978 ) Total comprehensive income $ 3,924 3,924 Balance at December 31, 2008 15,055,782 $ 1 $ 54,095 $ 8,997 $ (882 ) $ 62,211 Table of Contents SUMMER INFANT, INC. AND SUBSIDIAIRES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Acquisition of Summer Infant, Inc. by KBL Healthcare Acquisition Corp. II On March 6, 2007, under an Agreement and Plans of Reorganization, dated as of September 1, 2006 ("Acquisition Agreement"), KBL Healthcare Acquisition Corp. II ("KBL"), and its wholly owned subsidiary, SII Acquisition Corp. ("Acquisition Sub"), consummated a transaction by which (i) Summer Infant, Inc. ("SII") was merged with and into Acquisition Sub and (ii) all of the outstanding capital stock of each of Summer Infant Europe, Limited ("SIE") and Summer Infant Asia, Ltd. ("SIA" and, collectively, with SII and SIE, the "Targets") was acquired directly by KBL. As used in this Report, the term "Summer" includes each of the Targets. As used in this Report, the term "Company" means the registrant on a post-acquisition basis. Effective upon closing, the Company changed its name to Summer Infant, Inc. and SII changed its name to Summer Infant (USA), Inc. Thus, the Company is now a holding company called Summer Infant, Inc. operating through its wholly-owned subsidiaries, Summer Infant (USA), Inc., Summer Infant Europe, Limited, and Summer Infant Asia, Ltd. At the closing of the acquisition, the Summer stockholders received from the Company an aggregate of $20,000,000 cash and 3,916,667 shares of Company common stock ("Transaction Shares"). The Summer stockholders also will be entitled to receive up to an additional aggregate of 2,500,000 shares of Company common stock ("Contingent Shares") in the event that the last sales price of Company common stock is equal to or exceeds $8.50 on any twenty (20) trading days during any thirty (30) consecutive trading day period commencing on the three-month anniversary of the closing of the acquisition and ending on April 20, 2009. The Summer stockholders also are entitled to receive cash payments equal to 50% of the difference between actual EBITDA (as defined in the Acquisition Agreement) for the years ended or ending December 31, 2006, 2007 and 2008 and prescribed EBITDA benchmarks for each of those years of $4,200,000, $10,000,000 and $15,000,000 respectively. These cash payments shall not exceed $5,000,000 in the aggregate for the three years. No amounts were earned for the years ended December 31, 2008 and 2007. Holders of 1,208,775 shares of KBL common stock voted against the acquisition and elected to convert their shares into a pro rata portion of the trust fund (approximately $5.69 per share or an aggregate of approximately $6,883,000). The Company prior to March 6, 2007 was in the development stage. Effective upon the acquisition of Summer Infant, Inc. the Company is no longer a developmental stage company. On November 7, 2008, Summer Infant (USA), Inc. created a wholly-owned subsidiary called Summer Infant Canada, Ltd. ("SIC"). Nature of Operations and Basis of Presentation and Principles of Consolidation The Consolidated Statement of Income for the year ended December 31, 2007 consists of the period from March 6, 2007 through December 31, 2007 for Summer plus the full year results of KBL. The acquisition of Summer by KBL occurred on March 6, 2007, and therefore the results of Summer are included from that date forward. It is the Company's policy to prepare its financial statements on the accrual basis of accounting in conformity with accounting principles generally accepted in the United States of America. The consolidated financial statements include the accounts of its wholly-owned subsidiaries. All significant intercompany accounts and transactions have been eliminated in the consolidation. F-7 Table of Contents SUMMER INFANT, INC. AND SUBSIDIAIRES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued) Revenue Recognition The Company follows the guidance of the Securities and Exchange Commission' ("SEC") Staff Accounting Bulletin 104 for revenue recognition. In general, the Company records revenue when all of the following occur: persuasive evidence of an arrangement exists, product delivery has occurred, the sales price to the customer is fixed or determinable, and collectability is reasonably assured. Sales are recorded net of provisions for returns and allowances, customer discounts, and other sales related discounts. The Company bases its estimates for discounts, returns and allowances on negotiated customer terms and historical experience. Customers do not have the right to return products unless the products are defective. The Company records a reduction of sales for estimated future defective product deductions based on historical experience. Sales incentives or other consideration given by the Company to customers that are considered adjustments of the selling price of its products, such as allowances and product placement fees, are reflected as reductions of revenue. Sales incentives and other consideration that represent costs incurred by the Company for assets or services received, such as the appearance of the Company's products in a customer's national circular ad, are reflected as selling and marketing expenses in the accompanying statements of income. Cash and Cash Equivalents For purposes of the statement of cash flows, cash and cash equivalents include money market accounts and investments with an original maturity of three months or less. At times, the Company possesses cash balances in excess of federally-insured limits. Trade Receivables Trade receivables are reported at their outstanding unpaid principal balances reduced by an allowance for doubtful accounts. The Company estimates doubtful accounts based on historical bad debts, factors related to specific customers' ability to pay and current economic trends. The Company writes off accounts receivable against the allowance when a balance is determined to be uncollectible. Inventory Inventory is comprised of finished goods and is stated at the lower of cost using the first-in, first-out (FIFO) method, or market (net realizable value). The Company regularly reviews slow-moving and excess inventories, and writes down inventories to net realizable value if the ultimate expected proceeds from the disposals of excess inventory are less than the carrying cost of the merchandise. Property and Equipment Property and equipment are recorded at cost. The Company owns the molds used in the production of its products by third party manufacturers. Capitalized mold costs include costs incurred for the pre-production design and development of the molds. Depreciation is provided over the estimated useful lives of the respective assets using either straight-line or accelerated methods. F-8 Table of Contents SUMMER INFANT, INC. AND SUBSIDIAIRES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued) Impairment of Long-Lived Assets The Company reviews long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of a long-lived asset may not be recoverable. An asset is considered to be impaired when its carrying amount exceeds the sum of the undiscounted future net cash flows expected to result from the use of the asset and its eventual disposition. Long-lived assets include property and equipment. The amount of impairment loss, if any, is charged by the Company to current operations. For each of the years ended December 31, 2008 and 2007, no such impairment existed. Goodwill and Other Intangible Assets The Company accounts for Goodwill and Other Intangible Assets in accordance with Financial Accounting Standards Board SFAS No. 142, " Goodwill and Other Intangible Assets." SFAS 142 requires that goodwill and intangible assets that have indefinite useful lives no longer be subject to amortization and be tested at least annually for impairment. Intangible assets that have useful lives are amortized over such lives on a straight-line basis. Summer Infant Acquisition The following table summarizes the fair values of the assets acquired and liabilities assumed at the date of acquisition of Summer by KBL. The fair values of intangible assets acquired were obtained through a third party valuation. Basic Comfort Acquisition On March 31, 2008, through Summer (USA), the Company acquired substantially all of the assets of Basic Comfort, Inc. ("Basic"), 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 $4,700,000 in cash and 450,000 shares of unregistered Summer common stock (which were valued at $1,777,500 using the March 31, 2008 closing price of $3.95). The F-9 (In Thousands) Accounts receivable $ 12,130 Inventory 10,061 Other current assets 1,500 Property and equipment 6,884 Brand Name 8,400 Patents 1,300 Goodwill 30,833 Other Assets 164 Total assets acquired 71,272 Debt 18,822 Other liabilities assumed 8,836 Total liabilities assumed 27,658 Net assets acquired $ 43,614 Table of Contents SUMMER INFANT, INC. AND SUBSIDIAIRES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued) cash portion of the purchase price was funded through borrowings under the Company's credit facility. A portion of the common stock issued at closing was deposited into escrow to secure the post-closing indemnification obligations of the Basic stockholders. The owners of Basic can receive additional payments based on the achievement of certain EBITDA targets for the year ended March 31, 2009. The following table summarizes the fair values of the assets acquired and liabilities assumed at the date of acquisition of Basic by Summer: Kiddopotamus Acquisition On April 18, 2008, the Company, through Summer USA, entered into an Agreement and Plan of Merger (the "Merger Agreement"), among Summer USA, Kiddo Acquisition Co., Inc., a wholly-owned subsidiary of Summer USA ("Merger Sub"), Kiddopotamus & Company ("Kiddopotamus"), J. Chris Snedeker, Kristen Peterson Snedeker and Thomas K. Manning, under which the Company acquired Kiddopotamus, a leading manufacturer and supplier of infant nursery, travel and feeding accessories. Pursuant to the terms of the Merger Agreement, on April 18, 2008, Merger Sub merged with and into Kiddopotamus, with Kiddopotamus continuing as the surviving entity (the "Merger"). As a result of the Merger, Kiddopotamus became an indirect, wholly-owned subsidiary of the Company. Under the merger agreement, the total purchase price paid by the Company to the holders of Kiddopotamus common and preferred stock, plus the payment of various closing expenses, was $12,500,000. Of the total purchase price, approximately $9,600,000 was paid in cash, and approximately $2,900,000 was paid by the issuance of 697,890 unregistered shares of the Company's common stock at $4.126 per share, which represented the ten day trading average ending on the trading day two business days prior to the closing of the merger. Each holder of Kiddopotamus common and preferred stock (other than J. Chris Snedeker and Kristen Peterson Snedeker (the "Principal Stockholders") elected to receive their allocation of the total net purchase price in cash. As required by the Merger Agreement, the Principal Stockholders received one half of their allocation of the total net purchase price in common stock of the Company and one half in cash. The Company funded the cash portion of the total net purchase price with borrowings under its secured credit facilities. Approximately 10% of the total net purchase price was deposited in escrow to secure the post-closing indemnification obligations of the former Kiddopotamus stockholders, including the Principal Stockholders, under the terms of the agreement. F-10 (In Thousands) Trade receivables $ 1,384 Inventory 1,559 Other Current Assets 121 Property and equipment 152 Other Intangible Assets 614 Goodwill 4,769 Deferred tax benefits 200 Total assets required 8,799 Total liabilities assumed 1,854 Net assets acquired $ 6,945 Table of Contents SUMMER INFANT, INC. AND SUBSIDIAIRES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued) The following table summarizes the fair values of the assets acquired and liabilities assumed at the date of acquisition of Kiddopotamus by Summer: The pro forma effect on net revenues, earnings, and diluted earnings per share amounts for the years ended December 31, 2008 and 2007, assuming the Basic Comfort and Kiddopotamus transactions had closed on January 1, 2007, are as follows: Income taxes Effective January 1, 2007, the Company adopted the provisions of FASB Interpretation No. 48 ("FIN 48"), "Accounting for Uncertainty in Income Taxes—An Interpretation of FASB Statement No. 109." FIN 48 provides detailed guidance for the financial statement recognition, measurement and disclosure of uncertain tax positions recognized in the financial statements in accordance with SFAS No. 109. Tax positions must meet a "more-likely-than-not" recognition threshold at the effective date to be recognized upon the adoption of FIN 48 and in subsequent periods. Upon the adoption of FIN 48, the Company had no unrecognized tax benefits. Income taxes are computed using the asset and liability method of accounting. Under the asset and liability method, a deferred tax asset or liability is recognized for estimated future tax effects attributable to temporary differences and carryforwards. The measurement of deferred income tax assets is adjusted by a valuation allowance, if necessary, to recognize future tax benefits only to the extent, based on available evidence; it is more likely than not such benefits will be realized. The Company recognizes interest and penalties, if any, related to uncertain tax positions in selling, general and administrative expenses. No interest and penalties related to uncertain tax positions were accrued at December 31, 2008 and 2007. The tax years 2004 through 2007 remain open to examination by the major taxing jurisdictions in which the Company operates. The Company expects no material changes to unrecognized tax positions within the next twelve months. F-11 (In Thousands) Trade receivables $ 2,284 Inventory 3,258 Other Assets 740 Property and equipment 48 Trade name and other intangible assets 3,710 Goodwill 4,850 Deferred tax benefits 305 Total assets acquired 15,195 Total liabilities assumed 1,524 Net assets acquired $ 13,671 2008 2007 Net revenues: $ 138,298,000 $ 91,128,000 Net income: $ 5,369,000 $ 4,482,000 Earnings per share: diluted $ 0.36 per share $ 0.31 per share Table of Contents SUMMER INFANT, INC. AND SUBSIDIAIRES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued) Translation of Foreign Currencies The assets and liabilities of the Company's European and Asian operations have been translated into U.S. dollars at year-end exchange rates. All assets and liabilities of the Company's foreign affiliates are translated into U.S. dollars at the exchange rate in effect at the end of the year and the income and expense accounts of these affiliates have been translated at average rates prevailing during each respective year. Resulting translation adjustments are made to a separate component of stockholders' equity within accumulated other comprehensive income (loss). Shipping Costs Shipping costs are included in selling expenses and amounted to approximately $1,882,000 and $1,491,000 for the years ended December 31, 2008 and 2007, respectively. Advertising Costs The Company charges advertising costs to expense as incurred. Advertising expense, which consists primarily of promotional and cooperative advertising allowances provided to customers, was approximately $8,749,000 and $5,145,000, for the years ended December 31, 2008 and 2007, respectively. Selling Expenses The primary components of selling expense include shipping costs, as well as commissions and royalty based payments to third party vendors. Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect certain reported amounts and disclosures. Accordingly, actual results could differ from those estimates. Net Income Per Share Basic earnings per share for the Company is computed by dividing net income by the weighted-average number of shares of common stock outstanding during the period. The shares used in computing diluted earnings per share include 0 equivalent shares from warrants since they were anti-dilutive in both years ended December 31, 2008 and 2007. Options to purchase 999,200, and 1,055,000 shares of the Company's common stock were not included in the calculation, due to the fact that these options were anti-dilutive for the years ended December 31, 2008, and 2007. New Accounting Pronouncements In September 2006, the FASB issued SFAS No. 157, "Fair Value Measurements." SFAS No. 157 defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles and expands disclosures about fair value measurements. SFAS No. 157 applies under other accounting pronouncements that require or permit fair value measurements, and accordingly, does not require any new fair value measurements. SFAS No. 157 is effective for fiscal years beginning after November 15, 2007. Effective January 1, 2008, the Company adopted SFAS 157 for its financial assets F-12 Table of Contents SUMMER INFANT, INC. AND SUBSIDIAIRES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued) and liabilities. The adoption of SFAS 157 did not have a material impact on the Company's financial position or results of operations. In December 2007, the FASB issued Statement of Financial Accounting Standards No. 141(R), "Business Combinations", or SFAS No. 141(R). This statement establishes principles and requirements for how the acquirer of a business recognizes and measures in its financial statements the identifiable assets acquired, the liabilities assumed, and any non-controlling interest in the acquiree. SFAS No. 141(R) also provides guidance for recognizing and measuring the goodwill acquired in the business combination and determines what information to disclose to enable users of the financial statements to evaluate the nature and financial effects of the business combination. The provisions of SFAS No. 141(R) are effective for financial statements issued for fiscal years beginning after December 15, 2008. The Company will adopt this statement, as applicable on January 1, 2009. In December 2007, the FASB issued Statement of Financial Accounting Standards No. 160, "Non-controlling Interests in Consolidated Financial Statements-An Amendment to Accounting Research Bulletin ("ARB") No. 51", or SFAS No. 160. This statement amends ARB No. 51, "Consolidated Financial Statements", to establish accounting and reporting standards for the non-controlling interest in a subsidiary and for the deconsolidation of a subsidiary. This statement also amends certain of ARB No. 51's consolidation procedures for consistency with the requirements of SFAS No. 141(R). In addition, SFAS No. 160 also includes expanded disclosure requirements regarding interests of the parent and its non-controlling interest. The provisions of SFAS No. 160 are effective for financial statements issued for fiscal years beginning after December 15, 2008. The Company will adopt this statement, as applicable, on January 1, 2009. In February 2008, the FASB issued Staff Position ("FSP") No. 157-1 and FSP No. FSP 157-2. FSP No. 157-1 removes certain leasing transactions from the scope of SFAS No. 157. FSP No. 157-2 partially defers the effective date of SFAS No. 157 for one year for certain nonfinancial assets and nonfinancial liabilities that are recognized at fair value on a nonrecurring basis. Under FSP No. 157-2, the effective date for non-financial assets and liabilities that are recognized at the fair value on a nonrecurring basis will be for fiscal years beginning after November 15, 2008. FSP No. 157-2 is effective for the Company of January 1, 2009. The Company is assessing the potential impact of adopting FSP No. 157-2, but does not believe that the adoption will have a significant impact on the Company's consolidated financial statements. In April 2008, the FASB issued FSP No. FAS 142-3, "Determination of the Useful Life of Intangible Assets" ("FSP FAS 142-3"). FSP FAS 142-3 amends the factors that should be considered in developing renewal or extension assumptions used to determine the useful life of a recognized intangible asset under SFAS No. 142, " Goodwill and Other Intangible assets "(SFAS No. 142"). The intent of the position is to improve the consistency between the useful life of a recognized intangible asset under SFAS No. 142 and the period of expected cash flows used to measure the fair value of the asset under SFAS No. 141 (R). FSP FAS 142-3 is effective for fiscal years beginning after December 15, 2008 and is effective for the Company January 1, 2009. The Company is assessing the potential impact that the adoption of FSP FAS 142-3 will have on the useful lives of its intangible assets but does not expect it to have a material impact on its consolidated results of operations and financial condition. The Company does not believe that any other recently issued, but not yet effective accounting standards will have a material effect on the Company's consolidated financial position, results of operations, or cash flows. F-13 Table of Contents SUMMER INFANT, INC. AND SUBSIDIAIRES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued) Certain items as of and for the year ended December 31, 2007 have been reclassified to conform with the current year presentation. 2. PROPERTY AND EQUIPMENT Property and equipment, at cost, consist of the following: Property and equipment includes amounts acquired under capital leases of approximately $827,000 and $447,000 at December 31, 2008 and 2007, respectively, with related accumulated depreciation of approximately $164,000 and $125,000, respectively. Depreciation is included in general and administrative expenses in the accompanying consolidated statements of income. 3. GOODWILL AND INTANGIBLE ASSETS Goodwill Goodwill is tested for impairment on an annual basis and more frequently if facts and circumstances indicate goodwill carrying values exceed estimated fair values. Because the Company has fully integrated its acquisitions, it has determined that it has only one reporting unit for purposes of testing for goodwill impairment. Based on the impairment tests performed, there was no impairment of goodwill in 2008 or 2007. The change in goodwill during the years ended December 31, 2007 and 2008, respectively was as follows (in thousands): F-14 December Depreciation/ Amortization Period 2008 2007 (In Thousands) Computer $ 1,463 $ 758 5 years Tools and dies and Prototypes 7,608 4,503 1-5 years Building 4,156 4,213 30 years Other 1,526 749 various 14,753 10,233 Less accumulated depreciation 3,541 944 Property and Equipment, net $ 11,212 $ 9,279 Balance at December 31, 2006 $ — Acquisition of Summer Infant, Inc. 30,820 Balance at December 31, 2007 30,820 Acquisition of Basic Comfort 4,769 Acquisition of Kiddopotamus 4,850 Other additions 13 Balance at December 31, 2008 $ 40,452 Table of Contents SUMMER INFANT, INC. AND SUBSIDIAIRES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) 3. GOODWILL AND INTANGIBLE ASSETS (Continued) Intangible assets Intangible assets consist of the following: The amortization period for the intangible assets ranges from 5 to 10 years for those assets that have an estimated life; certain of the assets have indefinite lives. There was no impairment of intangible assets in 2008 or 2007. Amortization expense amounted to $390,000 and $237,000 for the years ended December 31, 2008 and 2007, respectively. Estimated amortization expense for the next five years is as follows: 4. ACCOUNTS PAYABLE AND ACCRUED EXPENSES Accounts payable and accrued expenses consist of the following: 5. DEBT New Credit Facilities On April 10, 2008, the Company entered into two new three-year secured credit facilities (the "Loan Agreement") with Bank of America, N.A., as Administrative Agent, and each of the financial F-15 December 31, Amortization Period 2008 2007 (In Thousands) Brand Names $ 10,900 $ 8,400 Indefinite Patents and Licenses 1,300 1,300 5 years Customer Lists 1,543 — Indefinite Other Intangibles 1,949 — 5-10 years 15,692 9,700 Less: Accumulated Amortization (562 ) (237 ) Intangible Assets, net $ 15,130 $ 9,463 Year ending December 31, (In Thousands) 2009 $ 465 2010 465 2011 465 2012 228 2013 200 December 31, 2008 2007 (In Thousands) Accounts payable $ 14,694 $ 12,203 Customer advertising and allowances 2,652 1,757 Accrued purchases of inventory 3,217 874 Other (none in excess of 5% of current liabilities) 2,482 2,740 Total $ 23,045 $ 17,574 Table of Contents SUMMER INFANT, INC. AND SUBSIDIAIRES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) 5. DEBT (Continued) institutions a signatory to the Loan Agreement. The Loan Agreement provides for a $36,000,000 working capital revolving credit facility and a $10,000,000 non-restoring acquisition credit facility. The new credit facilities mature on June 30, 2011. The acquisition credit facility has been utilized in its entirety as of December 31, 2008. The amount outstanding on the working capital revolving credit facility at December 31, 2008 was $29,676,000. Aggregate maturities of long term debt related to this note are as follows: The Company and its subsidiaries, Summer Infant (USA), Inc. Summer Infant Europe Limited, Summer Infant Asia Limited and Summer Infant Canada, Limited are the borrowers under this Loan Agreement. These new credit facilities replace the Company's prior line of credit and are being used principally to fund growth opportunities and for working capital purposes. This credit facility is secured by substantially all of the assets of the Company. The Company's ability to borrow under the Loan Agreement is subject to its ongoing compliance with a number of financial and other covenants, including the following: (i) that the Company and its subsidiaries maintain a net worth of $50,000,000 plus the sum of 50% of net income earned in each fiscal year, (ii) that the Company and its subsidiaries maintain a ratio of total funded debt to EBITDA of not greater than 3.50:1.00, and (iii) that the Company and its subsidiaries maintain a ratio of operating cash flow to debt service of not less than 1.25:1,00. In addition, if the Company's ratio of total funded debt to EBITDA is greater than 3.25:1.00 as of December 31, 2008, the total commitment amount under the working capital revolving credit facility will reduce by $4,000,000 on March 31, 2009. Furthermore, if the Company's ratio of total funded debt to EBITDA is greater than 3.25:1.00 for any fiscal year, the aggregate amount that may be borrowed under the Loan Agreement will be determined by reference to a borrowing base. These new credit facilities bear interest at a floating rate based on a spread over LIBOR ranging from 150 basis points to 200 basis points, depending upon the ratio of the Company's total funded debt to EBITDA. As of December 31, 2008, the rate on these credit facilities ranged between 1.95% and 4.42%. In addition, these new credit facilities have an unused line fee based on the unused amount of the credit facilities equal to 25 basis points. The Loan Agreement also contains customary events of default, including a cross default provision and a change of control provision. In the event of a default, all of the obligations of the Company and its subsidiaries under the loan Agreement may be declared immediately due and payable. For certain events of default relating to insolvency and receivership, all outstanding obligations become due and payable. At December 31, 2007, there was $17,591,000 outstanding on the Company's prior line of credit facility. F-16 (In Thousands) Year ending December 31: 2009 $ 1,333 2010 2,000 2011 36,343 Total $ 39,676 Table of Contents SUMMER INFANT, INC. AND SUBSIDIAIRES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) 5. DEBT (Continued) Amendment to Construction Loan In connection with the Company's construction of its principal offices in Woonsocket, Rhode Island, the Company previously assumed all obligations of Faith Realty under a $4,000,000 Construction Loan between Faith Realty and Bank of America, N.A. (the "Real Estate Loan"). In connection with the new credit facilities described above, the Company and Bank of America, N.A. amended the Real Estate Loan to include a cross default provision with these new credit facilities. As of December 31, 2008, the Company had an outstanding term loan due in 2017 of approximately $3,859,000 related to the construction of its new corporate headquarters/distribution center, which was completed in 2007. The interest rate has been fixed at 7.06% and the building is the collateral for the note. The loan requires monthly payments of principal and interest. Aggregate maturities of long term debt related to this note are as follows: 6. INCOME TAXES Income tax expense (benefit) is summarized as follows: F-17 (In Thousands) Year ending December 31: 2009 $ 105 2010 112 2011 121 2012 130 2013 143 Thereafter 3,248 $ 3,859 2008 2007 (In thousands) Current: Federal $ 36 $ 815 Foreign 1,204 342 State and Local 313 234 Total Current 1,553 1,391 Deferred (primarily federal) 825 287 Total expense $ 2,378 $ 1,678 Table of Contents SUMMER INFANT, INC. AND SUBSIDIAIRES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) 6. INCOME TAXES (Continued) The tax effects of temporary differences that comprise the deferred tax liabilities and assets are as follows: The following reconciles the income tax expense (benefit) at the U.S. federal income tax statutory rate to that in the consolidated financial statements: 7. STOCK OPTIONS The Company has granted stock options under its 2006 Performance Equity Plan ("2006 Plan"). Under the 2006 Plan, awards may be granted to participants in the form of Non-Qualified Stock Options, Incentive Stock Options, Restricted Stock, Deferred Stock, Stock Reload Options and other stock-based awards. Subject to the provisions of the plan, awards may be granted to employees, officers, directors, advisors and consultants who are deemed to have rendered or are able to render significant services to us or our subsidiaries and who are deemed to have contributed or to have the potential to contribute to our success. As discussed in Note 1, Summary of Significant Accounting Policies—New Accounting Pronouncements, effective January 1, 2006, the Company adopted the fair value recognition provisions of SFAS 123(R), using the modified prospective transition method. The adoption of SFAS 123(R) resulted in share-based compensation expense for the years ended December 31, 2008 and 2007 of $360,000 and $376,000, respectively. Stock based compensation expense is included in selling, general and administrative expenses. The fair value of each option award is estimated on the date of grant using the Black-Scholes option valuation model that uses the assumptions noted in the following table. Because the Company's F-18 2008 2007 (In thousands) Assets (Liabilities) Deferred tax asset-current: Accounts receivable and inventory reserves $ 602 $ 134 Net deferred tax asset-current 602 134 Deferred tax (liability) asset-non-current: 1,348 Intangible assets (91 ) Property, plant and equipment (457 ) Net deferred tax (liability) asset-non-current: 1,348 (548 ) Net deferred income tax asset (liability) $ (746 ) $ (414 ) 2008 2007 (In thousands) Tax expense at statutory rate $ 2,475 $ 1,598 State income taxes, net of U.S. federal income tax benefit 280 269 Tax credits (300 ) (300 ) Non-deductible expenses 31 136 Other (108 ) (25 ) Total expense $ 2,378 $ 1,678 Table of Contents SUMMER INFANT, INC. AND SUBSIDIAIRES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) 7. STOCK OPTIONS (Continued) common shares have only traded publicly since April 2005, expected volatility for the year ended December 31, 2008 is estimated based on an arithmetic average of the volatility of four publicly-traded companies that operate in Summer's industry or sell into similar markets. Summer has insufficient history by which to estimate the expected term of the options, but used an estimate for grants of "plain vanilla" stock options based on a formula prescribed by the Securities and Exchange Commission's Staff Accounting Bulletin No. 107. Because Summer's employee stock options have characteristics significantly different from those of traded options and because changes in the subjective input assumptions can materially affect the fair value estimate, in management's opinion, the existing models do not necessarily provide a reliable single measure of the fair value of its stock options. The following table summarizes the assumptions used for options granted during the year ended December 31, 2007. There were no option grants during the year ended December 31, 2008. A summary of the status of the Company's options as of December 31, 2008 and changes during the year then ended is presented below: The aggregate intrinsic value of options outstanding at December 31, 2008 was $0. The following table summarizes information about stock options at December 31, 2008: F-19 Expected life (in years) 3.5 to 5.5 Risk-free interest rate 4.50% and 4.75% Volatility 25.0% Dividend yield 0 Number Of Shares Weighted- Average Exercise Price Outstanding at beginning of year 1,055,000 $ 5.22 Granted — — Canceled (55,800 ) $ 5.20 Outstanding at end of year 999,200 $ 5.23 Options exercisable at December 31, 2008 374,800 $ 5.23 Options Outstanding Options Exercisable Range of Exercise Prices Number Outstanding Remaining Contractual Life (years) Weighted Average Exercise Price Number Exercisable Weighted Average Exercise Price $5.25 500,000 8.2 $ 5.25 125,000 $ 5.25 $5.20 466,000 8.5 $ 5.20 0 $ 5.20 $5.21 33,200 8.8 $ 5.21 0 $ 5.21 Table of Contents SUMMER INFANT, INC. AND SUBSIDIAIRES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) 7. STOCK OPTIONS (Continued) As of December 31, 2008, there was approximately $983,000 of unrecognized compensation cost related to non-vested stock option awards, which is expected to be recognized over a remaining weighted-average vesting period of 2.5 years. The total fair value of options vested during the year ended December 31, 2008 was approximately $383,000. 8. WARRANTS The Company had 18,400,000 redeemable common stock purchase warrants (the "Warrants") outstanding at December 31, 2006. Each Warrant entitles the holder to purchase one share of common stock at an exercise price of $5.00 per share. The Warrants expire in April 2009. The Warrants are redeemable at a price of $0.01 per Warrant, only in the event that the last sale price of the common stock is at least $8.50 per share for any 20 trading days within a 30 trading day period. In November, 2007, the Company completed a tender offer to all warrant holders to purchase each warrant for $1.00. The total number of warrants tendered was 14,766,047. The Company used a combination of cash on hand plus amounts available under its line of credit to fund the tender offer. The amount paid to the warrant holders who tendered their warrants was charged to additional paid-in capital. At December 31, 2008, total warrants outstanding were 3,633,953. 9. CAPITAL LEASE OBLIGATIONS The Company leases various equipment under capital leases which expire during 2009 and 2011. The leases require monthly payments of principal and interest, imputed at interest rates ranging from 3% to 19% per annum. The capital lease liability balance of approximately $398,000 and $288,000 is included in liabilities on the consolidated balance sheets as of December 31, 2008 and 2007, (of which approximately $215,000 and $120,000 is included in long-term debt, and the balance is in current liabilities). The minimum future lease payments, including principal and interest, are approximately $434,000 and $265,000, respectively. 10. PROFIT SHARING PLAN Summer Infant (USA), Inc maintains a defined contribution salary deferral plan (the Plan) under Section 401(k) of the Internal Revenue Code. All employees who meet the Plan's eligibility requirements can participate. Employees may elect to make contributions up to 25% of their compensation. In 2007, the Company adopted a matching plan which was funded throughout the year. For the years ended December 31, 2008 and 2007, the Company recorded 401(k) matching expense of $116,000 and $68,000, respectively. F-20 Number of Options Grant Date Fair Value Remaining Contractual Life Non-Vested options at December 31, 2007 930,000 $ 1.57 9.5 — $ — — Options Vested 249,800 $ 1.53 8.2 Options forfeited (55,800 ) 1.73 8.5 Non-Vested options at December 31, 2008 624,400 $ 1.57 8.5 Table of Contents SUMMER INFANT, INC. AND SUBSIDIAIRES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) 11. MAJOR CUSTOMERS Sales to two customers comprised approximately 48% and 10% of net sales for the year ended December 31, 2008, and 42% and 15% for December 31, 2007, respectively. Amounts due from these customers comprised approximately 63% and 61% of trade receivables at December 31, 2008 and 2007, respectively. 12. COMMITMENTS AND CONTINGENCIES Royalty Commitments Summer Infant (USA), Inc has entered into various license agreements with third parties for the use of product designs and trade names for the products manufactured by the Company. These agreements have termination dates through August, 2013. Royalty expense under these licensing agreements for the years ended December 31, 2008 and 2007 were approximately $214,000 and $149,000, respectively. Customer Agreements The Company enters into annual agreements with its customers in the normal course of business. These agreements define the terms of product sales including in some instances cooperative advertising costs and product return privileges (for defective products only) or defective allowances (which are based upon historical experience). These contracts are generally annual in nature and obligate the Company only as to products actually sold to the customer. License Agreements and Lease Commitments During 2005, Summer Infant (USA), Inc entered into formal contracts with providers of long distance communications, electronic data interchange services, telephone and communication equipment, and computer equipment. These contracts in the aggregate represent minimum monthly payments of approximately $2,000 which expire at various times through October 2009. Summer Infant (USA) leases an office under a three-year agreement which requires monthly payments of approximately $3,000 through September 2010. Summer (USA) leases certain vehicles under non-cancelable operating lease agreements. These leases are for a three-year term requiring monthly payments of approximately $3,000 through April 2011. SIE leases office space under a non-cancelable operating lease agreement. This lease is for a five-year term through April 2012, and requires monthly payments of approximately $5,000. In addition, SIE is required to pay its proportionate share of property taxes. Summer Infant Canada, Ltd. entered into a five-year lease for office and warehouse space under a non-cancelable operating lease agreement expiring March 2013. The Company is obligated as part of the lease to pay maintenance expenses as well as property taxes and insurance costs as defined in the agreement. Monthly payments for the initial year are approximately $14,000 and escalate over the course of the lease term. Summer Infant Canada Ltd. has the option to renew this lease for one additional period of five years under the same terms and conditions. Summer Infant (USA) entered into a two-year lease for office space under a non-cancellable operating lease agreement expiring July 2010. The company is obligated to pay insurance as part of the F-21 Table of Contents SUMMER INFANT, INC. AND SUBSIDIAIRES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) 12. COMMITMENTS AND CONTINGENCIES (Continued) lease. Monthly payments for the initial year are approximately $15,000, and escalate to approximately $15,545 through the second year. Summer (USA) has the option to renew this lease for one additional period of two years under the same terms and conditions. Summer Infant (USA) Inc. entered into a five-year lease for office and warehouse space under a cancelable operating lease agreement. The agreement states, after month 18, there is a 90-day period to cancel. Should either party exercise this option, the agreement shall terminate 180 days after written notice is provided to the other party. After the 90-day period to cancel passes, the lease becomes non-cancelable. The Company is obligated to pay certain common area maintenance charges including insurance and utilities. Monthly payments for the initial year are approximately $29,400 and escalate over the course of the lease term. During March 2006, Summer (USA) entered into a three-year lease for warehouse space under a non-cancelable operating lease agreement expiring April 2009. The Company is obligated as part of the lease to pay maintenance expenses as well as property taxes and insurance costs, as defined in the agreement. Monthly payments for the initial year are approximately $27,000, and escalate over the course of the lease term. Summer (USA) has the option to renew this lease for two additional periods of three years under the same terms and conditions. During September 2007, Summer (USA) entered into a two year lease for warehouse space under a non-cancelable operating lease agreement expiring in Aug 2009. The Company is obligated as part of the lease to pay maintenance expenses, as defined in the agreement. Monthly payments for the two year agreement are approximately $16,000. During December 2007, Summer (USA) entered into a three year lease for warehouse space under a non-cancelable operating lease agreement expiring in February 2011. Summer (USA) is obligated as part of the lease to pay maintenance expenses as well as property taxes and insurance costs, as defined in the agreement. Monthly payments for the initial year are approximately $70,000, and escalate over the course of the lease term. Summer (USA) has the option to renew this lease for one additional period of three years under the same general terms and conditions. During November 2007, SIA entered into a two year office lease which requires monthly payments of $3,000 through October 2009. Approximate future minimum rental payments due under these leases are as follows: Rent expense for the year ended December 31, 2008 and 2007 totaled approximately $1,923,000 and $664,000, respectively. F-22 Year Ending (In Thousands) December 31, 2009 $ 1,707 December 31, 2010 1,458 December 31, 2011 811 December 31, 2012 663 December 31, 2013 155 Total $ 4,794 Table of Contents SUMMER INFANT, INC. AND SUBSIDIAIRES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) 12. COMMITMENTS AND CONTINGENCIES (Continued) Employment Contracts In accordance with UK and EU law, SIE has employment contracts with all employees. In connection with these contracts, SIE is required to fund the individual pension contributions of certain employees at varying rates from 5% to 10% of the employee's annual salary, as part of their total compensation package. These pension contributions are expensed as incurred. There are no termination benefit provisions in these contracts. Litigation The Company is involved in various claims and legal actions arising in the ordinary course of business. Management is of the opinion that the ultimate outcome of these matters would not have a material adverse impact on the financial position of the Company or the results of its operations. 13. GEOGRAPHICAL INFORMATION The Company distributes branded durable baby products throughout the United States, Canada, and the United Kingdom, and various other parts of the world. The following is a table that presents net revenue by geographic area at December 31, 2008: The following is a table that presents total assets by geographic area: F-23 December 31, 2008 2007 (In Thousands) North America $ 125,018 $ 62,264 All Other 7,351 5,853 $ 132,369 $ 68,117 2008 2007 (In Thousands) North America $ 127,189 $ 89,643 Europe 3,273 3,514 Asia 73 68 $ 130,535 $ 93,225 Table of Contents Exhibits. * 10.1.1** Revolving Credit Agreement by and among Bank of America, N.A. and Summer Infant, Inc., Et al, dated April 10, 2008, as amended on June 30, 2008. 10.2*** Acquisition agreement by and between Kiddopotamus and Company and Summer Infant, Inc., dated April 18, 2008. 23.1* Consent of Independent Registered Public Accounting Firm. 31.1* Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 31.2* Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 32.1* Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350 (Section 906 of the Sarbanes-Oxley Act of 2002). 32.2* Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350 (Section 906 of the Sarbanes-Oxley Act of 2002). Filed herewith ** Incorporated by reference to the form 8-K filed April 15, 2008 *** Incorporated by reference to the form 8-K filed April 24, 2008 Table of Contents SIGNATURES Pursuant to the requirements of the Section 13 or 15 or 15(d) 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 on the 25th day of March 2008. In accordance with the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. SUMMER INFANT, INC. By: /s/ JASON MACARI Jason Macari Chief Executive Officer (Principal Executive Officer) Name Title Date /s/ JASON MACARI Jason Macari Director and Chief Executive Officer (Principal Executive Officer) March 25, 2009 /s/ JOSEPH DRISCOLL Joseph Driscoll Chief Financial Officer (Principal Financial Officer) March 25, 2009 /s/ STEVEN GIBREE Steven Gibree Executive Vice President of Product Development and Director March 25, 2009 /s/ MARTIN FOGELMAN Martin Fogelman Director March 25, 2009 /s/ MYRA HART Myra Hart Director March 25, 2009 /s/ ROBERT STEBENNE Robert Stebenne Director March 25, 2009 /s/ RICHARD WENZ Richard Wenz Director March 25, 2009   QuickLinks -- Click here to rapidly navigate through this document Exhibit 23.1 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the incorporation by reference in Registration Statement (No. 333-156725) on Form S-8 of Summer Infant, Inc. of our report dated March 24, 2009 relating to our audit of the consolidated financial statements, which appear in this Annual Report on Form 10-K of Summer Infant, Inc. for the year ended December 31, 2008. MCGLADREY & PULLEN, LLP New York, New York March 24, 2009  QuickLinks Exhibit 23.1  QuickLinks -- Click here to rapidly navigate through this document Exhibit 31.1 CERTIFICATION OF CHIEF EXECUTIVE OFFICER I, Jason Macari, Chief Executive Officer, certify that: 1. I have reviewed this Annual Report on Form 10-K of Summer Infant, Inc. 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which statements were made, not misleading with respect to the period covered by this report. 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report. 4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15e and 15d-15e) for the registrant and have: a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; b) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and c) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the internal control over financial reporting. 5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the board of directors: a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information, and; b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. March 25, 2009 /s/ JASON MACARI Jason Macari Chief Executive Officer  QuickLinks Exhibit 31.1  QuickLinks -- Click here to rapidly navigate through this document Exhibit 31.2 CERTIFICATION OF CHIEF FINANCIAL OFFICER I, Joseph Driscoll, Chief Financial Officer, certify that: 1. I have reviewed this Annual Report on Form 10-K of Summer Infant, Inc. 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which statements were made, not misleading with respect to the period covered by this report. 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report. 4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15e and 15d-15e) for the registrant and have: a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; b) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and c) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the internal control over financial reporting. 5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the board of directors: a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information, and; b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. March 25, 2009 /s/ JOSEPH DRISCOLL Joseph Driscoll Chief Financial Officer  QuickLinks Exhibit 31.2  QuickLinks -- Click here to rapidly navigate through this document Exhibit 32.1 SECTION 1350 CERTIFICATION In connection with the Annual Report on Form 10-K of Summer Infant, Inc. (the "Company") for the year ended December 31, 2008 (the "Report"), as filed with the Securities and Exchange Commission on the date hereof, I, Jason Macari, Chief Executive Officer of the Company, certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that: 1. The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m(a) or 78o(d)); and 2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. March 25, 2009 /s/ JASON MACARI Jason Macari Chief Executive Officer  QuickLinks Exhibit 32.1  QuickLinks -- Click here to rapidly navigate through this document Exhibit 32.2 SECTION 1350 CERTIFICATION In connection with the Annual Report on Form 10-K of Summer Infant, Inc. (the "Company") for the year ended December 31, 2008 (the "Report"), as filed with the Securities and Exchange Commission on the date hereof, I, Joseph Driscoll, Chief Financial Officer of the Company, certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that: 1. The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m(a) or 78o(d)); and 2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. March 25, 2009 /s/ JOSEPH DRISCOLL Joseph Driscoll Chief Financial Officer  QuickLinks Exhibit 32.2 

Continue reading text version or see original annual report in PDF format above