Item 2.02. Results of Operations and Financial Condition.
The projected second quarter 2014 Adjusted EBITDA range is preliminary, unaudited and subject to completion, reflects management's current views (including, among other things, its views on the operating results for April and May and the current outlook for June) and may change as a result of management's review of results and other factors, including a wide variety of significant business, economic and competitive risks and uncertainties. Please see the section entitled "Risk Factors" included in the Company's Annual Report on Form 10-K for more information. Such range is subject to the closing of the second quarter of 2014 and finalization of quarter-end financial and accounting procedures (which have yet to be performed) and should not be viewed as a substitute for full quarterly financial statements prepared in accordance with GAAP. The Company does not expect to disclose publicly whether its expectations have changed or to update its expectations, other than through the release of actual results in the ordinary course of business. Actual results may be materially different. Accordingly, you should not place undue reliance on the Company's projected data. The Company's projected data constitute a forward-looking statement and should be read together with the financial information included in the Company's periodic reports. See "Forward-Looking Statements" below for more information.
The projected Adjusted EBITDA range was not prepared with a view toward complying with the
Item 7.01. Regulation FD Disclosure.
The response to Item 2.02 is incorporated by reference into this Item 7.01.
In accordance with General Instruction B.2 of Form 8-K, the information in this Current Report on Form 8-K shall not be deemed "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liability of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, except as shall be expressly set forth by specific reference in such a filing.
Included in this report is Adjusted EBITDA, which is defined as net income (loss) before equity in earnings of unconsolidated subsidiary, income tax (benefit) expense, loss on debt extinguishment, other income (expense), net, realized gains (losses) on investments, interest expense, equity-based compensation expense, related party management fees, restructuring charges, and depreciation and amortization expense. Adjusted EBITDA measures are commonly used by management and investors as performance measures and liquidity indicators. Adjusted EBITDA is not considered a measure of financial performance under GAAP, and the items excluded from Adjusted EBITDA are significant components in understanding and assessing the Company's financial performance. Adjusted EBITDA should not be considered in isolation or as an alternative to such GAAP measures as net income (loss), cash flows provided by or used in operating, investing or financing activities or other financial statement data presented in the Company's consolidated financial statements as an indicator of financial performance or liquidity. Some of these limitations are:
† Adjusted EBITDA does not reflect changes in, or cash requirements for, working capital needs;
† Adjusted EBITDA does not reflect interest expense, or the requirements necessary to service interest or principal payments on debt;
† Adjusted EBITDA does not reflect income tax expenses or the cash requirements to pay taxes;
† Adjusted EBITDA does not reflect historical cash capital expenditures or future requirements for capital expenditures or contractual commitments; and
† Although depreciation and amortization charges are non-cash charges, the assets being depreciated and amortized will often have to be replaced in the future, and Adjusted EBITDA does not reflect any cash requirements for such replacements.
Because Adjusted EBITDA is not a measure determined in accordance with GAAP and is susceptible to varying calculations, Adjusted EBITDA, as presented, may not be comparable to other similarly titled measures of other companies.
A reconciliation of the projected second quarter 2014 Adjusted EBITDA range to the Company's projected second quarter 2014 net income range is provided in the table below. Quarter ended
June 30, 2014(unaudited; dollars in millions) Projected net income $7-$9Income tax expense 5-6 Loss on early debt extinguishment 50 Depreciation and amortization expense 36
Interest and other expense, realized gain on investments, equity in earnings of unconsolidated subsidiary, equity based compensation expense and other
31-32 Projected Adjusted EBITDA
Certain statements and information in this report may be deemed to be "forward-looking statements" within the meaning of the Federal Private Securities Litigation Reform Act of 1995. Forward-looking statements may include, but are not limited to, statements relating to the projected second quarter 2014 Adjusted EBITDA and net income ranges, objectives, plans and strategies, and all statements (other than statements of historical facts) that address activities, events or developments that the Company intends, expects, projects, believes or anticipates will or may occur in the future. Any forward-looking statements herein are made as of the date of this report, and the Company undertakes no duty to update or revise any such statements. Forward-looking statements are not guarantees of future performance and are subject to risks and uncertainties. Important factors that could cause actual results, developments and business decisions to differ materially from forward-looking statements are described in the Company's filings with the