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EX-99.1 - EX-99.1 - AMSCAN HOLDINGS INC | y82942exv99w1.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): March 1, 2010
AMSCAN HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
Delaware | 000-21827 | 13-3911462 | ||
(State or other jurisdiction | (Commission File Number) | (IRS Employer Identification No.) | ||
of incorporation) |
80 Grasslands Road, | ||
Elmsford, New York | 10523 | |
(Address of principal executive offices) | (Zip Code) |
Registrants telephone number, including area code: (914) 345-2020
None
(Former name or former address, if changed since last report.)
(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:
o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |
o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 2.02 Results of Operations and Financial Condition
The response to Item 7.01 is incorporated herein by reference.
Item 7.01 Regulation FD Disclosure
Amscan Holdings, Inc. (the Company) is hereby furnishing a corporate presentation (the
Presentation) that the Company intends to provide to financial analysts, investors and other third
parties from time to time as part of its investor relations activities, commencing on March 1,
2010. A copy of the Presentation is furnished as Exhibit 99.1 to this Current Report on Form 8-K
and is incorporated herein by reference.
The Presentation includes selected financial information derived from the Companys unaudited
consolidated financial statements for the year ended December 31, 2009 and such information does
not present all information necessary for an understanding of the Companys financial performance.
In addition, the completion of the audit of our consolidated financial statements for the year
ended December 31, 2009 could result in changes to the financial results contained herein and in
the Presentation and such changes could be material.
The Presentation also includes the non-GAAP measure Adjusted EBITDA, or our earnings before
interest expense, income taxes, depreciation and amortization, and other adjustments for certain
non-cash and non-recurring charges or credits, as provided for in our current senior secured credit
facilities. The Company considers Adjusted EBITDA to be a key indicator of operating performance
as it and similar measures are instrumental in the determination of compliance with certain
financial covenants in the Companys senior secured credit facilities. The Company also believes
that EBITDA is useful to investors in evaluating the value of companies in general, and in
evaluating the liquidity of companies with debt service obligations and their ability to service
their indebtedness.
EBITDA and Adjusted EBITDA are not defined terms under generally accepted accounting
principles (GAAP) and should not be considered alternatives to operating income or net income as
a measure of operating results or cash flows as a measure of liquidity. EBITDA and Adjusted EBITDA
have important limitations as analytical tools and investors should not consider them in isolation
or as substitutes for analysis of results as reported under GAAP. For example, EBITDA: (i) does not
reflect cash expenditures or future requirements for capital expenditures or contractual
commitments; (ii) does not reflect changes in, or cash requirements for, working capital needs;
(iii) does not reflect the significant interest expense, or the cash requirements necessary to
service interest or principal payments, on debt; (iv) excludes tax payments that represent a
reduction in available cash; and (v) does not reflect any cash requirements for the assets being
depreciated and amortized that may have to be replaced in the future.
A reconciliation of net income to Adjusted EBITDA for the years ended December 31, 2009 and
2008 follows:
2009 | 2008 | |||||||
(in thousands) | ||||||||
Net income |
$ | 59,741 | $ | 40,510 | ||||
Interest expense, net |
41,481 | 50,916 | ||||||
Income taxes |
36,485 | 24,188 | ||||||
Depreciation and amortization |
44,651 | 47,278 | ||||||
EBITDA |
182,358 | 162,892 | ||||||
Asset impairment |
17,376 | |||||||
Equity based compensation expense |
876 | 4,546 | ||||||
Restructuring charges |
4,270 | |||||||
Non-recurring charges |
1,174 | |||||||
Management fees |
1,248 | 1,248 | ||||||
Other |
582 | (33 | ) | |||||
Bank Adjustments (1) |
8,150 | 23,137 | ||||||
Adjusted EBITDA |
$ | 190,508 | $ | 186,029 | ||||
(1) | Based on the methodology included in the Companys current senior secured credit facilities. |
The information in this Item 7.01 and Exhibit 99.1 attached hereto shall not be deemed filed
for purposes of Section 18 of the Securities Exchange Act of 1934 (the Exchange Act) or otherwise
subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any
filing under the Securities Act of 1933 or the Exchange Act, except as expressly set forth by
specific reference in such a filing.
CAUTIONARY NOTE ON FORWARD LOOKING STATEMENTS
This Current Report on Form 8-K and the exhibit hereto and the statements of representatives
of the Company related thereto contain, or may contain, among other things, certain
forward-looking statements within the meaning of the Private Securities Litigation Reform Act of
1995. Such forward-looking statements involve significant risks and uncertainties. Such statements
may include, without limitation, statements with respect to the Companys plans, objectives,
projections, expectations and intentions and other statements identified by words such as
projects, may, could, would, should, believes, expects, anticipates, estimates,
intends, plans, or similar expressions. These statements are based upon the current beliefs and
expectations of the Companys management and are subject to significant risks and uncertainties,
including those detailed in the Companys filings with the Securities and Exchange Commission.
Actual results, including, without limitation, the Companys results of operations in the future,
may differ significantly from those set forth in the forward-looking statements. Forward-looking
statements involve risks and uncertainties that are subject to change based on various factors
(many of which are beyond the Companys control). The Company undertakes no obligation to update
any forward-looking statements, except as provided for by law.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
99.1 Company Presentation as of March 1, 2010
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.
AMSCAN HOLDINGS, INC. (Registrant) |
||||
By: | /s/ Michael A. Correale | |||
Name: | Michael A. Correale | |||
Title: | Chief Financial Officer | |||
Date: March 1, 2010