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EX-99.1 - EX-99.1 - KID BRANDS, INCd541926dex991.htm

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): May 21, 2013

 

 

KID BRANDS, INC.

(Exact Name of Registrant as Specified in Charter)

 

 

 

New Jersey   1-8681   22-1815337

(State or Other Jurisdiction

of Incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

 

One Meadowlands Plaza, 8th Floor,

East Rutherford, New Jersey

  07073
(Address of Principal Executive Offices)   (Zip Code)

Registrant’s telephone number, including area code: (201) 405-2400

(Former Name or Former Address, if Changed Since Last Report)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 


Section 2 — Financial Information

Item 2.02 Results of Operations and Financial Condition

On May 21, 2013, Kid Brands, Inc. (the “Company”) issued a press release (the “Release”) announcing, among other things, financial results for the quarter ended March 31, 2013.

In the Release, certain financial measures for each of the quarter ended March 31, 2013 (“Q1 2013”) and the quarter ended March 31, 2012 (“Q1 2012”) are presented both in accordance with United States generally accepted accounting principles (“GAAP”) and also on a non-GAAP basis. In particular, “Adjusted net income” and “Adjusted net income per diluted share” for each of Q1 2013 and Q1 2012 are non-GAAP financial measures.

Adjusted net income is defined as reported net income/(loss), plus/minus certain items (including reversal of the relevant income tax provision or benefit), and the application of an assumed tax rate of 39% on the resulting adjusted pre-tax income.

Non-GAAP adjusted net income and adjusted net income per diluted share for Q1 2013 reflect adjustments to net loss, as reported, to exclude the effect of the following items and to apply an assumed tax rate of 39% to the resulting adjusted pre-tax income: (i) the reported income tax provision ($37,000); (ii) $1.0 million of professional fees incurred in connection with various Customs compliance matters and related litigation costs (“Customs Compliance Costs”); (iii) $0.2 million of non-cash stock-based compensation expense pertaining to an immediately-vested inducement award of 200,000 stock options granted to our President and Chief Executive Officer in connection with his appointment; (iv) $0.1 million of recruiting/restructuring costs; (v) $0.1 million of severance costs; and (vi) $0.1 million of additional accrued interest on anticipated aggregate Customs duties (“Customs Interest”);

Non-GAAP adjusted net income and adjusted net income per diluted share for Q1 2012 reflect adjustments to net loss, as reported, to exclude the effect of the following items and to apply an assumed tax rate of 39% to the resulting adjusted pre-tax income: (i) the reported income tax benefit ($0.5 million); (ii) $1.2 million of Customs Compliance Costs; (iii) $0.6 million in severance costs; and (iv) $0.1 million of Customs Interest.

In addition, adjusted net income per diluted share for each of Q1 2013 and Q1 2012 includes an adjustment to reflect the weighted-average dilutive effect of certain shares underlying in-the-money stock options and stock appreciation rights (such shares were excluded from the weighted-average diluted share calculation used to determine net loss per diluted share, as reported for such periods, because the Company was in a net loss position for such periods, and the inclusion of such shares would have been anti-dilutive). In the computation of adjusted net income per diluted share for each of Q1 2013 and Q1 2012, however, such shares were included.

These non-GAAP measures are not based on any comprehensive set of accounting rules or principles. The Company believes that non-GAAP measures have limitations in that they do not reflect all of the amounts associated with our results of operations as determined in accordance with GAAP. However, the Company believes that the non-GAAP measures presented in the Release are useful to investors, as they enable the Company and its investors to evaluate and compare the Company’s results from operations and cash resources generated from the Company’s business in a more meaningful and consistent manner (by excluding specific items which are not reflective of ongoing operating results) and provide an analysis of operating results using the same measures used by the Company’s chief operating decision makers to measure performance. These non-GAAP financial measures result largely from management’s determination that the facts and circumstances surrounding the excluded charges are not indicative of the ordinary course of the ongoing operation of the Company’s business. Consistent with this approach, for Q1 2013, management has also excluded the impact of non-cash stock-based compensation expense pertaining to an inducement award of 200,000 stock options granted to our President and Chief Executive Officer in connection with his appointment, which unlike typical inducement and other equity awards made by the Company, vested in full upon grant. Management believes that excluding the impact of the expense pertaining to this particular grant will help it (and its investors) to compare current period operating expenses against the operating expenses for prior periods. As a result, the non-GAAP financial measures presented in the Release may not be comparable to similarly titled measures reported by other companies, and are included only as supplementary measures of financial performance. This data is furnished to provide additional information and should not be considered in isolation as a substitute for measures of performance prepared in accordance with GAAP.


Reconciliations of these non-GAAP financial measures to the most directly comparable financial measures calculated and presented in accordance with GAAP are included in the tables attached to the Release.

The information in this report (including Exhibit 99.1) is being furnished pursuant to Item 2.02 of Form 8-K and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Section 9 — Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits

(d)Exhibits.

 

Exhibit 99.1    Press Release of Kid Brands, Inc., dated May 21, 2013, announcing, among other things, financial results for the quarter ended March 31, 2013.


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

Date: May 21, 2013       KID BRANDS, INC.
    By:  

/s/ Marc S. Goldfarb

      Marc S. Goldfarb
      Senior Vice President and
      General Counsel


EXHIBIT INDEX

 

Exhibit

Number

  

Description

99.1    Press Release of Kid Brands, Inc., dated May 21, 2013, announcing, among other things, financial results for the quarter ended March 31, 2013.