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): April 1, 2011
KID BRANDS, INC.
(Exact name of registrant as specified in its charter)
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New Jersey |
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1-8681 |
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22-1815337 |
(State or other Jurisdiction of Incorporation) |
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(Commission File Number) |
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(IRS Employer Identification No.) |
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One Meadowlands Plaza, 8th Floor, East Rutherford, New Jersey
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07073 |
(Address of Principal Executive Offices) |
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(Zip Code) |
Registrants telephone number, including area code: (201) 405-2400
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(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))
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Section 2 Financial Information
Item 2.02 Results of Operations and Financial Condition
On April 1, 2011, Kid Brands, Inc. (the Company) issued a press release (the Release)
announcing, among other things, financial results for the quarter and year ended December 31, 2010.
Attached hereto as Exhibit 99.1 is a copy of the Release.
The Release includes disclosure of certain financial measures for each of: (i) the three-month
period ended December 31, 2010 (Q4 2010); (ii) the year ended December 31, 2010 ( FY
2010); (iii) the three-month period ended December 31, 2009 (Q4 2009); and (iv) the year
ended December 31, 2009 (FY 2009), 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 Q4 2010, FY 2010, Q4 2009 and FY
2009 are non-GAAP financial measures.
In Q4 2010, the Company recorded: (i) accruals in the aggregate amount of $6.9 million related to
anticipated anti-dumping duty payment requirements and associated interest expense with respect to
its LaJobi subsidiary (the Customs Accrual); and (ii) an income tax benefit of $23.2 million
resulting from a reduction of tax valuation allowances, (collectively, the Q4 2010 Items). In FY
2010, the Company recorded: (i) the Customs Accrual, (ii) an income tax benefit of $16.2 million
resulting from a reduction of tax valuation allowances, (iii) $0.3 million in severance costs in
the third quarter of 2010 associated with a former executive, and (iv) $0.7 million in charges in
the third quarter of 2010 associated with the discontinuance of Sassys sleep positioner product
line (collectively, the FY 2010 Items).
In Q4 2009, the Company recorded: (i) an income tax benefit of $6.1 million resulting from a
reduction of tax valuation allowances; and (ii) $0.5 million in severance costs associated with a
former executive (collectively, the Q4 2009 Items). In FY 2009, the Company recorded: (i) an
aggregate $15.6 million non-cash charge in the second quarter of 2009 related to the consideration
received by the Company in connection with the divestiture of its former gift business and the
impairment of the Applause® trade name; (ii) an income tax benefit of $7.2 million
resulting from a reduction of tax valuation allowances; and (iii) $0.9 million in aggregate
severance costs in the first and fourth quarters of 2009 associated with two former executives
(collectively, the FY 2009 Items).
Adjusted net income is defined as net income plus/minus certain items, after giving effect
to an assumed tax impact of such items. Adjusted net income and Adjusted net income per diluted
share for Q4 2010 and FY 2010 exclude the Q4 2010 Items and the FY 2010 Items, respectively, and
Adjusted net income and Adjusted net income per diluted share for Q4 2009 and FY 2009 exclude the
Q4 2009 Items and FY 2009 Items, respectively, and in each case, give effect to the related tax
benefits associated therewith by applying an assumed 39% effective tax rate.
These non-GAAP measures are not based on any comprehensive set of accounting rules or principles.
We believe 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, we believe that the non-GAAP measures presented in this release are useful to investors as
they enable the Company and its investors to evaluate and compare our results from operations and
cash resources generated from our 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 our chief operating decision makers to measure
our performance. These non-GAAP financial measures result largely from our managements
determination that the facts and circumstances surrounding the excluded charges are not indicative
of the ordinary course of the ongoing operation of our business. As a result, the non-GAAP
financial measures presented by us 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 April 1, 2011, announcing, among other
things, financial results for the quarter and year ended December 31, 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.
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Date: April 1, 2011 |
KID BRANDS, INC.
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By: |
/s/ Marc S. Goldfarb
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Marc S. Goldfarb |
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Senior Vice President and
General Counsel |
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