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8-K/A - 8-K/A - Summer Infant, Inc.a11-12596_18ka.htm
EX-99.2 - EX-99.2 - Summer Infant, Inc.a11-12596_1ex99d2.htm
EX-23.1 - EX-23.1 - Summer Infant, Inc.a11-12596_1ex23d1.htm

Exhibit 99.1

 

BORNFREE HOLDINGS LTD.

 

FINANCIAL STATEMENTS

 

AS OF DECEMBER 31, 2010

 



 

BORN FREE HOLDINGS LTD.

 

CONSOLIDATED FINANCIAL STATEMENTS

AS OF DECEMBER 31, 2010

 

TABLE OF CONTENTS

 

 

Page

 

 

 

 

Auditor’s Report

1

 

 

Financial Statements:

 

 

 

Consolidated Balance Sheets

2

 

 

Consolidated Statements of Operations

3

 

 

Statements of Changes in Shareholders’ Equity

4

 

 

Consolidated Statements of Cash Flows

5-6

 

 

Notes to the Financial Statements

7-17

 



 

INDEPENDENT AUDITORS’ REPORT

TO THE SHAREHOLDERS OF

BORN FREE HOLDINGS LTD.

 

We have audited the accompanying consolidated balance sheets of BORN FREE HOLDINGS LTD. (hereinafter — “the Company”) as of December 31, 2010 and 2009, and the related consolidated statement of operations, change in shareholders’ equity (deficiency) and cash flows for each of the two years ended December 31, 2010 (“the Financial Statements”). These financial statements are the responsibility of the Board of Directors and management of the Company. Our responsibility is to express an opinion on these financial statements based on our audit.

 

We conducted our audit in accordance with auditing standards generally accepted in United States of America (“Generally Accepted Auditing Standards”). 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 the Board of Directors and management, as well as evaluating the overall financial statement presentation. We believe that our audit provide a reasonable basis for our opinion.

 

In our opinion, the abovementioned financial statements present fairly, in all material respects, the consolidated financial position of the Company as of December 31, 2010 and 2009, and the consolidated result of operations, changes in shareholders’ equity (deficiency) and cash flows of the Company for each of the two years in the period ended December 31, 2010 in conformity with generally accepted accounting principles in United States of America.

 

 

/s/ Brightman Almagor Zohar & Co.

Brightman Almagor Zohar & Co.

Certified Public Accountants

A Member Firm of Deloitte Touche Tohmatsu

 

Haifa, Israel

 

May 5, 2011

 

1



 

BORN FREE HOLDINGS LTD.

CONSOLIDATED BALANCE SHEETS

(Dollar in thousands)

 

 

 

 

 

As of December 31,

 

 

 

Note

 

2010

 

2009

 

Assets

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Current assets:

 

 

 

 

 

 

 

Cash and cash equivalent

 

 

 

416

 

1,042

 

Trade accounts receivable

 

3

 

2,195

 

2,586

 

Other accounts receivable

 

4

 

205

 

380

 

Inventories

 

5

 

4,481

 

4,796

 

 

 

 

 

7,297

 

8,804

 

 

 

 

 

 

 

 

 

Long - term assets:

 

 

 

 

 

 

 

Intangible assets, net

 

6

 

1,541

 

1,652

 

Fixed assets, net

 

7

 

1,313

 

1,517

 

Employee benefit assets

 

12

 

79

 

 

 

 

 

 

2,933

 

3,169

 

 

 

 

 

 

 

 

 

 

 

 

 

10,230

 

11,973

 

 

 

 

 

 

 

 

 

Liabilities and shareholders’ equity (deficiency)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

 

 

Short term bank credit

 

 

 

531

 

769

 

Short term loans and current maturities of loans

 

9

 

3,790

 

3,426

 

Trade accounts payable

 

10

 

2,763

 

2,280

 

Other accounts payable

 

11

 

2,336

 

1,836

 

 

 

 

 

9,420

 

8,311

 

 

 

 

 

 

 

 

 

Long - term liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Liabilities to related parties

 

8

 

275

 

92

 

Long term loans from banks and others

 

9

 

1,915

 

2,873

 

Employee benefit liabilities

 

12

 

108

 

53

 

 

 

 

 

2,298

 

3,018

 

 

 

 

 

 

 

 

 

Commitments and contingent liabilities

 

13

 

 

 

 

 

 

 

 

 

 

 

 

 

Shareholders’ equity (deficiency)

 

 

 

(1,488

)

644

 

 

 

 

 

 

 

 

 

 

 

 

 

10,230

 

11,973

 

 

/s/ Gil Lemel

 

/s/ Dan Vigdor

Lemel Gil

 

Vigdor Dan

Managing Director

 

Chairman

 

Approval date of the financial statements: May 5, 2011.

 

The accompanying notes are an integral part of the financial statements.

 

2



 

BORN FREE HOLDINGS LTD.

CONSOLIDATED STATEMENTS OF OPERATIONS

(Dollar in thousands)

 

 

 

 

 

Year ended
December 31,

 

 

 

Note

 

2010

 

2009

 

 

 

 

 

 

 

 

 

Revenue

 

 

 

15,635

 

15,605

 

 

 

 

 

 

 

 

 

Cost of goods sold

 

14

 

7,033

 

5,500

 

 

 

 

 

 

 

 

 

Gross profit

 

 

 

8,602

 

10,105

 

 

 

 

 

 

 

 

 

Selling expenses

 

15

 

4,831

 

6,378

 

General and administrative expenses

 

16

 

4,941

 

4,520

 

 

 

 

 

9,772

 

10,898

 

 

 

 

 

 

 

 

 

Operating loss

 

 

 

(1,170

)

(793

)

 

 

 

 

 

 

 

 

Financing expenses, net

 

17

 

948

 

678

 

 

 

 

 

 

 

 

 

Other expenses

 

 

 

14

 

19

 

 

 

 

 

 

 

 

 

loss before income taxes

 

 

 

(2,132

)

(1,490

)

 

 

 

 

 

 

 

 

Taxes on income

 

18

 

 

100

 

 

 

 

 

 

 

 

 

loss for the year

 

 

 

(2,132

)

(1,390

)

 

The accompanying notes are an integral part of the financial statements.

 

3



 

BORN FREE HOLDINGS LTD.

STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY (DEFICIENCY)

(Dollar in thousands)

 

 

 

Share

 

Retained

 

 

 

 

 

Capital (*)

 

earnings

 

Total

 

 

 

 

 

 

 

 

 

Balance as of December 31, 2009

 

 

2,034

 

2,034

 

 

 

 

 

 

 

 

 

Changes during the Year ended December 31, 2009:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Loss for the year

 

 

(1,390

)

(1,390

)

 

 

 

 

 

 

 

 

Balance as of December 31, 2009

 

 

644

 

644

 

 

 

 

 

 

 

 

 

Changes during the Year ended December 31, 2010:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Loss for the year

 

 

(2,132

)

(2,132

)

 

 

 

 

 

 

 

 

Balance as of December 31, 2010

 

 

(1,448

)

(1,448

)

 


(*)                 Represents an amount less than one thousand.

 

The accompanying notes are an integral part of the financial statements.

 

4



 

BORN FREE HOLDINGS LTD.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Dollar in thousands)

 

 

 

Year ended December 31,

 

 

 

2010

 

2009

 

 

 

 

 

 

 

Cash flows - operating activities

 

 

 

 

 

Loss for the year

 

(2,132

)

(1,390

)

Adjustments to reconcile net income to net cash used in operating activities (Appendix A)

 

2,608

 

(95

)

 

 

 

 

 

 

Net cash (used in) generated by operating activities

 

476

 

(1,485

)

 

 

 

 

 

 

Cash flows - investing activities

 

 

 

 

 

Acquisition of fixed assets

 

(180

)

(133

)

Trade Mark registration cost

 

(90

)

 

Proceeds from sale of fixed assets

 

 

457

 

Net cash generated by (used in) investing activities

 

(270

)

324

 

 

 

 

 

 

 

Cash flows - financing activities

 

 

 

 

 

Short-term bank credit, net

 

(238

)

(235

)

Repayment of short term loans

 

(531

)

 

Proceeds of short-term bank loans

 

 

281

 

Repayment of long-term loans

 

(3,105

)

(4,218

)

Proceeds of long-term loans

 

3,042

 

5,521

 

 

 

 

 

 

 

Net cash generated by (used in) financing activities

 

(832

)

1,349

 

 

 

 

 

 

 

Increase (Decrease) in cash and cash equivalents

 

(626

)

188

 

 

 

 

 

 

 

Cash and cash equivalents - beginning of year

 

1,042

 

854

 

 

 

 

 

 

 

Cash and cash equivalents -end of year

 

416

 

1,042

 

 

The accompanying notes are an integral part of the financial statements.

 

5



 

BORN FREE HOLDINGS LTD.

APPENDICES TO CONSOLIDATED STATEMENTS OF CASH FLOWS

(Dollar in thousands)

 

 

 

Year ended December 31,

 

 

 

2010

 

2009

 

 

 

 

 

 

 

A. Adjustments to reconcile net income to net cash used in operating activities

 

 

 

 

 

 

 

 

 

 

 

Income and expenses items not involving cash flows:

 

 

 

 

 

Depreciation and amortization

 

571

 

487

 

Capital loss from sale of fixed assets

 

14

 

19

 

Change in employee benefit, net

 

(24

)

30

 

 

 

561

 

536

 

Changes in assets and liabilities:

 

 

 

 

 

Decrease (increase) in trade receivables

 

391

 

(257

)

Decrease in other receivables

 

175

 

727

 

Decrease in inventories

 

315

 

1,095

 

Increase (decrease) in trade payables

 

483

 

(2,225

)

Increase in liabilities to related parties

 

183

 

250

 

Increase (decrease) in other payables and accrued expenses

 

500

 

(221

)

 

 

2,047

 

(631

)

 

 

2,608

 

(95

)

 

The accompanying notes are an integral part of the financial statements.

 

6



 

BORN FREE HOLDINGS LTD.

NOTES TO FINANCIAL STATEMENTS

 

NOTE 1      -     DESCRIPTION OF BUSINESS AND GENERAL

 

A.    Description of Business

 

The Company was established in Israel on June 20, 2007 and commenced its operations on September 1, 2007.

The Company is engaged in manufacturing and marketing of baby products

The Company has four active subsidiaries: in the United States of America: Born Free Inc and NewbornFree.com, in the U.K - Born Free UK and in Canada Born Free Canada.

 

On March 24, 2011 the shareholders of the Company signed an agreement that set forth the transfer of the company’s shares to Summer Infant Inc. (See note 19)

 

B.    Functional Currency and Financial Statements in U.S. Dollars

 

The currency of the primary economic environment in which the operations of the Company are conducted is the U.S. Dollar. Therefore, the Company uses the U.S. Dollar as its functional and reporting currency. Transactions and balances denominated in dollars are presented at their original U.S. Dollar amounts.

 

C.      Definitions:

 

The Company

-

Born Free Holdings Ltd.

 

 

 

The Group

-

The Company and its subsidiaries.

 

 

 

Subsidiaries

-

Companies in which the Company exercises over 50% ownership and control, directly or indirectly.

 

 

 

NIS

-

New Israeli Shekel.

 

 

 

CPI

-

The Israeli consumer price index.

 

 

 

Dollar

-

The U.S. dollar.

 

 

 

Purchase agreement

-

Agreement dated March 24, 2011 between the Company’s stockholders and Summer Infant Inc. that set forth the terms of purchasing the Company’s 100% shares by Summer Infant Inc.

 

D.        Use of Estimates

 

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the financial statements, and the reported amounts of revenues and expenses during the reporting periods. Actual results may differ from those estimates.

 

 

NOTE 2      -     SIGNIFICANT ACCOUNTING POLICIES

 

The company’s consolidated financial statements are presented  in accordance with U.S. Generally accepted accounting principles (“US GAAP”)

 

A.    Principles of Consolidation

 

The consolidated financial statements include consolidation of the financial statements of the Company and all its Subsidiaries. Material inter-company balances and transactions of and between Subsidiaries and the Company have been fully eliminated.

 

7



 

BORN FREE HOLDINGS LTD.

NOTES TO FINANCIAL STATEMENTS

 

NOTE 2      -     SIGNIFICANT ACCOUNTING POLICIES (Cont.)

 

B.       Cash and Cash Equivalents

 

Cash and cash equivalents include bank deposits, available for immediate withdrawal, as well as unrestricted short-term deposits with maturities of less than three months from the date of deposit.

 

C.       Allowance for Doubtful Accounts

 

The allowance for doubtful accounts is generally computed on the specific identification basis in respect of accounts, which according to management’s estimation are doubtful for collection.

 

D.       Inventories

 

Inventories are stated at the lower of cost or net realizable value. Cost is determined by the first in, first out (FIFO) method, inventory costs include purchase cost, direct labor cost, variable and fixed manufacturing overhead and any other costs incurred in bringing the inventories to their present location and condition.

Net realizable value is the estimated selling price in the ordinary course of business, less the estimated cost of completion and the estimated costs necessary to make the sale.

Any reduction of inventory to net realizable value as well as any other inventory loss is recorded in the current period.

 

Subsequent elimination of a write-down that stems from an increase in net realizable value is allocated to operations during the period in which the elimination is taking place.

 

Cost is determined as follows:

 

Finished products

-

Based on actual production cost.

 

 

 

Raw materials and other

-

Based on cost method.

 

E.        Fixed Assets

 

Cost method - fixed assets are presented at cost, including interest and other capitalizable costs (capitalizable costs include only incremental direct costs that are identifiable with, and related to, the property and equipment and are incurred prior to its initial operation), less accumulated depreciation and amortization.

 

Depreciation is calculated using the straight-line method at rates considered adequate to  depreciate the assets over their estimated useful lives. Depreciation of leasehold improvements is computed over the shorter of the term of the lease, including any option period, where the Company intends to exercise such option, or their useful life.

 

The annual depreciation rates are:

 

 

 

%

 

 

 

 

 

Machinery and equipment

 

 

15

 

Office furniture and equipment

 

 

7-33

 

 

Profit or loss due to the sale or abandonment of an asset is determined by the difference between the proceeds from the sale to the net book value of the asset and is attributed to the statement of operations.

 

8



 

BORN FREE HOLDINGS LTD.

NOTES TO FINANCIAL STATEMENTS

 

NOTE 2      -     SIGNIFICANT ACCOUNTING POLICIES (Cont.)

 

G.    Impairment of Long-Lived Assets excluding goodwill

 

The Company reviews long lived assets and intangible assets on a periodic basis, as well as when such a review is required based upon relevant circumstances, to determine whether events or changes in circumstances indicated that the carrying amount of such assets may not be recoverable.

 

H     Revenue Recognition

 

In accordance with ASC Topic 605 “Revenue Recognition”, the Company recognizes revenues from sale of products when the following fundamental criteria are met: (i) persuasive evidence of an arrangement exists, (ii) delivery has occurred or services have been rendered, (iii) the price to the customer is fixed or determinable: and (iv) collection of the resulting receivable is reasonably assured. These criteria are usually met at the time of product shipment. Revenues are recognized when the acceptance criteria are satisfied, based on performing electronic, functional and quality tests on the products prior to shipment. Such Company testing reliably demonstrates that the products meet all of the specified criteria prior to formal customer acceptance hence, collection of payment for services is reasonably assured.

 

The Company provides for sales returns and allowances relating to discounts granted as a reduction of revenues at the time of shipment based on historical experience and specific identification of events necessitating an allowance.

 

I.         Financing Expenses

 

Financing expenses are recognized in profit or loss in the period in which they are incurred.

 

J.        Exchange Rates and Linkage Basis

 

(1)        Balances in foreign currency or linked thereto are included in the financial statements based on the representative exchange rates, as published by the Bank of Israel, that were prevailing at the balance sheet date.

 

(2)        Following are the changes in the representative exchange rate of the U.S. dollar vis-a-vis the NIS and in the Israeli CPI:

 

As of:

 

Representative
exchange rate

of the Dollar
(NIS per $1)

 

CPI
“in respect of”
(in points)

 

 

 

 

 

 

 

December 31, 2010

 

3.549

 

113.51

 

December 31, 2009

 

3.775

 

110.57

 

 

Increase (decrease)

 

 

 

 

 

during the year 

 

%

 

%

 

 

 

 

 

 

 

December 31, 2010

 

(5.99

)

2.66

 

December 31, 2009

 

(0.71

)

3.82

 

 

(3)        Exchange-rate differences are charged to operations as incurred.

 

9



 

BORN FREE HOLDINGS LTD.

NOTES TO FINANCIAL STATEMENTS

(Dollar in thousands)

 

NOTE 2      -     SIGNIFICANT ACCOUNTING POLICIES (Cont.)

 

K. Standards and Interpretations in issue not yet effictive

 

Receivables (Topic 310): Disclosures about the Credit Quality of Financing Receivables and the Allowance for Credit Losses

 

On July 21, 2010, the FASB issued ASU 2010-20, which amends ASC 310 by requiring more robust and disaggregated disclosures about the credit quality of an entity’s financing receivables and its allowance for credit losses. The objective of enhancing these disclosures is to improve financial statement users’ understanding of (1) the nature of an entity’s credit risk associated with its financing receivables and

(2) the entity’s assessment of that risk in estimating its allowance for credit losses as well as changes in the allowance and the reasons for those changes.For nonpublic entities, the disclosures are effective for annual reporting periods ending on or after December 15, 2011.

 

 

NOTE 3      -     TRADE ACCOUNTS RECEIVABLES

 

 

 

As of December 31,

 

 

 

2010

 

2009

 

 

 

 

 

 

 

Open accounts

 

2,195

 

2,586

 

 

 

2,195

 

2,586

 

 

NOTE 4      -     OTHER ACCOUNTS RECEIVABLES

 

 

 

As of December 31,

 

 

 

2010

 

2009

 

 

 

 

 

 

 

Government institution

 

93

 

141

 

Prepaid expenses

 

69

 

110

 

Income receivable

 

 

39

 

Others

 

43

 

90

 

 

 

205

 

380

 

 

NOTE 5      -     INVENTORIES

 

 

 

As of December 31,

 

 

 

2010

 

2009

 

 

 

 

 

 

 

Raw materials

 

1,991

 

1,394

 

Finished products

 

2,490

 

3,402

 

 

 

4,481

 

4,796

 

 

10



 

BORN FREE HOLDINGS LTD.

NOTES TO FINANCIAL STATEMENTS

(Dollar in thousands)

 

NOTE 6     -                 PATENT AND TRADE MARK

 

 

 

Patent

 

Marketing
rights (*)

 

Trade
mark

 

Total

 

 

 

 

 

 

 

 

 

 

 

Cost:

 

 

 

 

 

 

 

 

 

Balance at December 31, 2009

 

950

 

1,000

 

50

 

2,000

 

Addition

 

 

 

90

 

90

 

As of December 31, 2010

 

950

 

1,000

 

140

 

2,090

 

 

 

 

 

 

 

 

 

 

 

Accumulated depreciation:

 

 

 

 

 

 

 

 

 

Balance at December 31, 2009

 

213

 

123

 

12

 

348

 

Additions

 

96

 

100

 

5

 

201

 

As of December 31, 2010

 

309

 

223

 

17

 

549

 

 

 

 

 

 

 

 

 

 

 

Net book value:

 

 

 

 

 

 

 

 

 

December 31, 2010

 

641

 

777

 

123

 

1,541

 

December 31, 2009

 

737

 

877

 

38

 

1,652

 

 


(*)                 Marketing rights that allow the Company to sell specific products in a number of specific states.

 

A.                    On August 28, 2007 the Company signed a binding term sheet to purchase license that allows it to manufacture, develop and market products based on an intellectual property rights in certain territory. According to the agreement, in addition to lump sum payment the Company will pay 10% of the materials costs detailed in the agreement as license payments.

 

B.                    On June 3, 2008 the Company signed an addendum to the binding term sheet dated August 28, 2007 as described in note A above that expands the list of states in which the Company is allowed to market products under the “Born Free” trade mark.

 

C.                    On March 9, 2010 the Company signed an agreement that supersedes an agreement between the Company and Coralinda Corp Inc. dated August 28, 2007.

 

According to the agreement, in consideration of the rights and intellectual property purchased on August 28, 2007 the Company will pay a lump sum and an annual payment which will be paid yearly for an unlimited period.

 

11



 

BORN FREE HOLDINGS LTD.

NOTES TO FINANCIAL STATEMENTS

(Dollar in thousands)

 

NOTE 7      -      FIXED ASSETS

 

 

 

Machinery

and
equipment

 

Office
Furniture,
Computers
and
equipment

 

Total

 

Cost:

 

 

 

 

 

 

 

Balance at December 31, 2009

 

1,579

 

372

 

1,951

 

Additions

 

163

 

17

 

180

 

Disposals

 

 

(16

)

(16

)

Balance at December 31, 2010

 

1,741

 

373

 

2,115

 

 

 

 

 

 

 

 

 

Accumulated depreciation:

 

 

 

 

 

 

 

Balance at December 31, 2009

 

340

 

94

 

434

 

Additions

 

242

 

128

 

370

 

Disposals

 

 

(2

)

(2

)

Balance at December 31, 2010

 

582

 

220

 

802

 

 

 

 

 

 

 

 

 

Net book value:

 

 

 

 

 

 

 

December 31, 2010

 

1,159

 

154

 

1,313

 

December 31, 2009

 

1,239

 

278

 

1,517

 

 

NOTE 8      -      RELATED PARTIES

 

Bears no interest and has no repayment date. On March 24th 2011, the company repaid all debts to related parties.

 

NOTE 9      -      LOANS

 

(1)         Composition of financial liabilities measured at cost:

 

 

 

As of December 31,

 

As of December 31,

 

 

 

2010

 

2009

 

2010

 

2009

 

 

 

Current Liabilities

 

Non-Current Liabilities

 

 

 

 

 

 

 

 

 

 

 

Bank loans

 

 

531

 

2,483

 

1,768

 

Other creditors loans

 

 

 

3,222

 

4,000

 

Current maturities of loans

 

3,790

 

2,895

 

(3,790

)

(2,895

)

 

 

3,790

 

3,426

 

1,915

 

2,873

 

 

12



 

BORN FREE HOLDINGS LTD.

NOTES TO FINANCIAL STATEMENTS

(Dollar in thousands)

 

NOTE 9      -      LOANS (Cont.)

 

(2)         Maturities of long term loans:

 

 

 

Dollar in
thousands

 

 

 

 

 

1st year

 

3,790

 

2nd year

 

1,915

 

 

 

5,705

 

 

(3)      Significant event:

 

A.                  On June 10, 2009 The Company signed a loan agreement (“The agreement”) with Mustang Mezzanine Fund (“The Fund”). Under the said agreement the company received a $4 Million loan from the fund that will be returned in 9 quarterly equal payments beginning January 1, 2010. The loan bears yearly interest of 12.5% that will be paid every quarter beginning September 30, 2009.

 

In addition, the fund received option for preferred shares which gives the fund rights to 3.5% of the company’s shares at a price of $1.4 Million.

 

At the end of the loan period, the fund has the right to cash in the warrants to a total amount of $250K.

 

According to the loan agreement the company has to comply with certain financial covenant terms, as of December 31, 2010  the company did not meet the said covenant terms.

 

On March 24th , 2011 ,as part of the purchase agreement , the company repaid the complete loan. Additionally the company cashed in the warrant in return of $250K. As a result of the early repayment the Company paid additional amount of 100$K.(See note 19.)

 

B.                    On March 24th 2011, as part of the purchase agreement, the company repaid all loans to banks. (See note 19).

 

NOTE 10    -      TRADE ACCOUNTS PAYABLES

 

 

 

As of December 31,

 

 

 

2010

 

2009

 

 

 

 

 

 

 

Open accounts

 

2,315

 

1,949

 

Checks payables

 

448

 

331

 

 

 

2,763

 

2,280

 

 

13



 

BORN FREE HOLDINGS LTD.

NOTES TO FINANCIAL STATEMENTS

(Dollar in thousands)

 

NOTE 11    -      OTHER ACCOUNTS PAYABLES

 

 

 

As of December 31,

 

 

 

2010

 

2009

 

 

 

 

 

 

 

Accrued payroll and related expenses

 

350

 

444

 

Institutions

 

99

 

117

 

Accrued expenses

 

957

 

435

 

Other

 

930

 

840

 

 

 

2,336

 

1,836

 

 

NOTE 12    -      ACCRUED SEVERANCE PAY, NET

 

Israeli law and labor agreements determine the obligations of the Group to make severance payments to dismissed employees and to employees leaving employment under certain other circumstances. The liability for severance pay benefits, as determined by Israeli Law, is based upon length of service and the employee’s most recent monthly salary. The liability of the Group for severance pay to its permanent employees is covered by current deposits to pension and severance funds. Accumulated amounts so funded are not under the control or administration of the Group, and accordingly, neither those amounts nor the corresponding accruals are reflected in the financial statements.

 

NOTE 13    -      COMMITMENTS AND CONTINGENT LIABILITIES

 

A.           On November 17, 2007 a former employee of Born free LLC, a subsidiary of the Company, filed a claim against the Company claiming a breach of his employment contract. According to the claim the said employee was granted an option to purchase 25% of Born Free LLC for the sum of $ 2 million (“option”). The said employee claims that by forming other Born Free entities the Company is preventing him from excising the option. After balance sheet date, the company signed an agreement with the former employee, according to which the company will pay 187 thousand Dollars. The financial statements as of December 31 2010 include appropriate provision.

 

B.             During 2010 the company received letters alleging unauthorized use of the name and image of Jessica Alba and Sandra Bullock (the “Alba Bullock Letters”). The company has received no further related correspondence since. The company believes that there will be no demands related to the Alba Bullock letters.

 

C.                 The Company is obligated to license payments at the amount of 10% from purchases that are made from trade account payables as specified in the agreement (see Note 6).

 

D.                The Company has floating charge over all of its assets in favor of bank institution.

 

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BORN FREE HOLDINGS LTD.

NOTES TO FINANCIAL STATEMENTS

(Dollar in thousands)

 

NOTE 14     -    COST OF SALES

 

 

 

Year ended December 31,

 

 

 

2010

 

2009

 

 

 

 

 

 

 

Sub contractors and materials

 

4,920

 

2,802

 

Salaries and related expenses

 

731

 

711

 

License payments (*)

 

347

 

302

 

Depreciation

 

319

 

242

 

Others

 

521

 

348

 

 

 

 

 

 

 

Change in inventory

 

195

 

1,095

 

 

 

7,033

 

5,500

 

 


(*)      The Company is obligated to license payments of 10% of the manufacturing cost of some of its products.

 

NOTE 15     -    SELLING EXPENSES

 

 

 

Year ended December 31,

 

 

 

2010

 

2009

 

 

 

 

 

 

 

Marketing & Advertising

 

3,375

 

4,219

 

Shipments

 

746

 

1,087

 

Other

 

710

 

1,072

 

 

 

4,831

 

6,378

 

 

NOTE 16     -    GENERAL AND ADMINISTRATIVE EXPENSES

 

 

 

Year ended December 31,

 

 

 

2010

 

2009

 

 

 

 

 

 

 

Salaries and related expenses

 

2,313

 

2,173

 

Office maintenance

 

838

 

821

 

Professional fees

 

919

 

698

 

Depreciation and amortization (See note 6)

 

251

 

245

 

Other

 

620

 

583

 

 

 

4,941

 

4,520

 

 

15



 

BORN FREE HOLDINGS LTD.

NOTES TO FINANCIAL STATEMENTS

(Dollar in thousands)

 

NOTE 17     -    FINANCE EXPENSES

 

 

 

Year ended December 31,

 

 

 

2010

 

2009

 

 

 

 

 

 

 

Loan interest

 

636

 

532

 

Currency differential

 

160

 

2

 

Other

 

152

 

144

 

 

 

948

 

678

 

 

NOTE 18     -    INCOME TAXES

 

A.       Composition

 

 

 

Period ended December 31,

 

 

 

2010

 

2009

 

 

 

 

 

 

 

Tax income in respect of prior years

 

 

100

 

 

B.       Reduction of Corporate Tax Rates

 

(1)      The Company has not received tax assessments since its incorporation.

 

(2)      On February 26, 2008, the Income Tax Law (Inflationary Adjustments) (Amendment No. 20) (Restriction of Period of Application) — 2008 (“the Amendment”) was passed by the Knesset. According to the Amendment, the Adjustments Law will no longer be applicable subsequent to the 2007 tax year, except for the transitional provisions whose objectives are to prevent distortion of the taxation calculations.

 

In addition, according to the amendment, commencing 2008 tax year, the adjustment of income for the effects of inflation for tax purposes will no longer be calculated. Additionally, depreciation on protected assets and carry forward tax losses will no longer be linked to the Index, with these balances being adjusted to the Index through the end of the 2007 Tax Year, and linkage thereon ceasing from the 2008 tax year onwards.

 

According to the amendment, in tax year 2008 and thereafter, the adjustment of revenues for tax purposes will no longer be considered a real-term basis for measurement.  Moreover, the linkage to the CPI of the depreciated sums of fixed assets and carryover losses for tax purposes will be discontinued, in a manner whereby these sums will be adjusted until the CPI at the end of 2007 and their linkage to the CPI will end as of that date.

 

16



 

BORN FREE HOLDINGS LTD.

NOTES TO FINANCIAL STATEMENTS

(Dollar in thousands)

 

NOTE 18     -    INCOME TAXES (Cont.)

 

B.       Reduction of Corporate Tax Rates (Cont.)

 

(3)      In accordance with Amendment No. 147 of the Income Tax Ordinance, 2005, a tax rate of 34% which is applicable to companies was gradually reduced starting from 2006 (for which a tax rate of 31% was determined) until 2010 - for which a tax rate of 25% was determined (the tax rate in the years 2007, 2008 and 2009 is 29%, 27% and 26%, respectively).

 

(4)      On July 14, 2009 Knesset passed the Economic Efficiency Law (legislative amendments to implement the economic plan for the years 2009 and 2010) — 2009, which stipulates, inter alia, an additional gradual reduction in the rate of companies tax to 18% in the 2016 tax year and thereafter. According to these amendments, the rate of company tax applying to the 2009 tax year and thereafter are as follows: 2009 tax year - 26%, 2010 tax year - 25%, 2011 tax year - 24%, 2012 tax year - 23%, 2013 tax year - 22%, 2014 tax year - 21%, 2015 tax year - 20%, and in the 2016 tax year and thereafter there will be a companies tax rate of 18%. This changes has no effect on the financial statements

 

(5)      On December 29, 2010 the KNESSET passed the Economic Policy Act for the years 2011-2012 (Legislative Amendments), 2011 - which was officially published on January 6, 2011. In conjunction with the Economic Policy Act, the Capital Investment Promotion Act, 1959 was amended (hereinafter: “the amendment to the Act”). Pursuant to the amendment to the Act, the different tax tracks have been eliminated and replaced by fixed tax rates for all of the entity’s productive revenues. The fixed tax rates are: In 2011-2012- 15% (in Region A, 10% -’) in 2013-12.5% 2014 (in Region A 7%) and from 2015 onwards 12%) (in Region A’ 6%) Provisions of the amendment to the Act became effective as from January 1,  2011. The Company may elect whether to be subject to the amendment to the Act and waive the remaining benefits to which it is entitled pursuant to the Act prior to its amendment.

 

The Company does not anticipate that provisions of the amendment to the Act would affect its taxable revenues.

 

(6)      The Company has applied to receive a status of an approved enterprise for tax purposes which will entitle the company to a reduced tax rate of 0% for a period of 10 years starting 2007.  Future distribution of dividends from tax exempt profits of the Approved Enterprise will be subject to income tax.

 

NOTE 19     -    SUBSEQUENT EVENTS

 

On March 24th 2011, Summer Infant Inc. completed the acquisition of 100% of the company’s shares. According to the purchase agreement, the company has to repay all loans to banks and the mustang fund, before transferring in company’s shares to summer infant Inc. On March 24 2011 the company repaid all loans.

 

17