-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Akm7U5IC2UZkFCyzm8rA93p32g9hs+faFMEzsju65+bV/aMel6HagxFYXJsu4LaN cU9A2d7mf8LSQCPGO8TS0w== 0000950136-02-003025.txt : 20021029 0000950136-02-003025.hdr.sgml : 20021029 20021029115547 ACCESSION NUMBER: 0000950136-02-003025 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20021028 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20021029 FILER: COMPANY DATA: COMPANY CONFORMED NAME: JARDEN CORP CENTRAL INDEX KEY: 0000895655 STANDARD INDUSTRIAL CLASSIFICATION: PLASTICS PRODUCTS, NEC [3089] IRS NUMBER: 351828377 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-13665 FILM NUMBER: 02800725 BUSINESS ADDRESS: STREET 1: 555 THEODORE FREMD AVE CITY: RYE STATE: NY ZIP: 10580 BUSINESS PHONE: 914 967 9400 MAIL ADDRESS: STREET 1: 555 THEODORE FREMD STREET 2: AVE CITY: RYE STATE: NY ZIP: 10580 8-K 1 file001.txt FORM 8-K 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) October 28, 2002 ---------------- Jarden Corporation (Exact name of registrant as specified in its charter) Delaware 0-21052 35-1828377 - -------------------------------------------------------------------------------- (State or other jurisdiction (Commission File Number) (IRS Employer of incorporation) Identification No.) 555 Theodore Fremd Avenue, Rye, New York 10580 - -------------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (914) 967-9400 -------------- ------------------------------------------ (Former name or former address, if changed since last report.) Item 5. Other Events On October 28, 2002, we issued a press release announcing our third quarter earnings. A copy of this press release is filed herewith as Exhibit 99.1 and is incorporated herein by reference. Item 7. Financial Statements and Exhibits (c) Exhibits. The following exhibit is filed as part of this report: 99.1 Press Release of the Registrant, dated October 28, 2002.* -------------- * Filed herewith. 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. Dated: October 28, 2002 JARDEN CORPORATION By: /s/ Ian G.H. Ashken --------------------------- Name: Ian G.H. Ashken Title: Vice Chairman, Chief Financial Officer and Secretary EX-99.1 3 file002.txt PRESS RELEASE OF THE REG, DATED OCTOBER 28, 2002 FOR: Jarden Corporation APPROVED BY: Martin E. Franklin Chairman and Chief Executive Officer 914-967-9400 CONTACT: Investor Relations: Suzanne Rosenberg/Melissa Myron/Athan Dounis Press: Evan Goetz/Jennifer McCullam 212-850-5600 JARDEN CORPORATION REPORTS THIRD QUARTER RESULTS ~ COMPANY ACHIEVES RECORD Q3 EPS OF $0.80 PER SHARE ~ RYE, NY - OCTOBER 28, 2002 - JARDEN CORPORATION (NYSE:JAH) today reported record financial results for the third quarter and nine months ended September 30, 2002. For the third quarter, net sales were $110.4 million compared to $90.5 million for the same quarter last year. Current year results include the results of Tilia International, Inc. (Tilia) from April 1, 2002. Prior year results include the Company's Triangle and Trienda thermoformed plastics operations (TPD), which were divested in the fourth quarter of 2001. Third quarter net income was $11.7 million, or $0.80 per fully diluted share, versus a net loss of $83.0 million, or $6.52 per fully diluted share, for the same quarter last year. Third quarter 2001 results include a loss on the sale of TPD of $119.7 million and special charges and reorganization expenses of $3.9 million. Martin E. Franklin, Chairman and Chief Executive Officer, commented, "Jarden reported record earnings for the quarter, despite the impact of unfavorable weather conditions on our home canning business and a difficult macro-economic environment. Our strong quarterly results were largely fueled by continued margin expansion resulting from the mix of sales within Jarden's consumer products group and control of the SG&A expenses, along with a solid performance by our materials based businesses. Particular credit goes to the Company's operating management teams for their outstanding performance this quarter, servicing our customers and controlling costs under difficult market conditions." For the first nine months of the year, net sales were $263.1 million, compared with $250.1 million in last year's comparable period. Net income was $27.0 million, or $1.89 per fully diluted share, versus a net loss of $78.2 million, or $6.15 per fully diluted share, last year. Net income for the first nine months of 2002 reflects a tax benefit resulting from the net release of a $4.9 million valuation allowance that had previously been established. Including the first quarter results of Tilia and excluding the effect of the release of the valuation allowance, net income for the first nine months of 2002 was $23.5 million, or $1.65 per fully diluted share. --more-- All references to per share amounts reflect a two-for-one stock split that was effected during the second quarter of 2002. Mr. Franklin continued, "With favorable growth prospects and a strong financial position, we are confident that Jarden can continue to achieve solid results. The Company now has been through two successful quarters following the Tilia acquisition and we look forward to building on this positive momentum. Specifically, we are implementing a number of initiatives to drive internal growth including international expansion of our FoodSaver(R) brand, line extensions of existing products, and capitalizing on additional cross-selling opportunities within our consumer products group. We also continue to actively look for acquisition opportunities that fit within our growth strategy and, to this end, we have strengthened our balance sheet and now have $61 million in cash and equivalents on hand. Overall, we are pleased with our recent performance and remain committed to managing the business for long-term shareholder value." The Company will be holding a conference call at 9:45AM (EDT) today, October 28, 2002, to further discuss its results and respond to questions. The call will be accessible via a webcast through the Company's website at www.jarden.com. Jarden Corporation is a leading provider of niche consumer products used in home food preservation. Jarden's consumer products group is the U.S. market leader in home vacuum packaging systems and accessories, under the FoodSaver(R) brand and home canning and related products, primarily under the Ball(R), Kerr(R) and Bernardin(R) brands. Jarden's materials based group is the country's largest producer of zinc strip and manufactures plastics parts for other equipment manufacturers. Note: This news release contains "forward-looking statements" within the meaning of the federal securities laws and is intended to qualify for the Safe Harbor from liability established by the Private Securities Litigation Reform Act of 1995, including statements regarding the outlook for Jarden's markets and the demand for its products. These projections and statements are based on management's estimates and assumptions with respect to future events and financial performance and are believed to be reasonable, though are inherently uncertain and difficult to predict. Actual results could differ materially from those projected as a result of certain factors. A discussion of factors that could cause results to vary are included in the Company's periodic and other reports filed with the Securities and Exchange Commission. --more-- JARDEN CORPORATION CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (in thousands, except per share data)
Unaudited Unaudited Three Months Ended Nine Months Ended September 30, September 30, September 30, September 30, 2002 2001 2002 2001 ---------------------------------------------------------------------------- Net sales $110,398 $90,477 $ 263,075 $ 250,102 Costs and expenses: Cost of sales 61,886 68,299 159,790 188,312 Selling, general and administrative expenses 24,887 14,352 57,811 40,626 Goodwill amortization - 1,626 - 4,876 Special charges (credits) and reorganization expenses - 3,901 - 233 Loss on divestiture of assets - 119,725 - 119,725 ------------- ------------ ----------- ----------- Earnings (loss) before interest, taxes and minority interest 23,625 (117,426) 45,474 (103,670) Interest expense, net 3,817 2,180 8,803 8,351 ------------- ------------ ----------- ----------- Income (loss) before taxes and minority interest 19,808 (119,606) 36,671 (112,021) Income tax provision (benefit) 8,076 (36,496) 9,660 (33,606) Minority interest in consolidated subsidiary - (78) - (256) ------------- ------------ ----------- ----------- Net income (loss) $11,732 $(83,032) $ 27,011 $(78,159) ============= ============ =========== =========== Basic earnings (loss) per share $ 0.83 $ (6.52) $ 1.95 $ (6.15) Diluted earnings (loss) per share $ 0.80 $ (6.52) $ 1.89 $ (6.15) Weighted average shares outstanding: Basic 14,131 12,736 13,855 12,708 Diluted 14,695 12,736 14,271 12,708 Other Data: Depreciation and amortization $ 2,461 $ 5,432 $ 7,250 $ 16,268 Capital expenditures $ 1,909 $ 1,792 $ 4,972 $ 8,343 Earnings before interest, taxes, special charges (credits) and reorganization expenses, loss on divestiture of assets and depreciation and amortization $26,086 $ 11,632 $52,724 $ 32,556
All earnings per share amounts have been adjusted to give effect to a 2-for-1 split of the Company's outstanding shares of common stock that was effected during the second quarter of 2002. --more-- JARDEN CORPORATION CONDENSED CONSOLIDATED BALANCE SHEETS (in thousands)
Unaudited ---------------- ---------------- September 30, December 31, 2002 2001 ---------------- ---------------- ASSETS Current assets Cash and cash equivalents $60,925 $ 6,376 Accounts receivable, net 41,149 13,628 Income taxes receivable 1,448 16,252 Inventories, net 49,852 26,994 Deferred taxes on income 6,383 4,832 Other current assets 7,281 3,134 ------------- ------------ Total current assets 167,038 71,216 Noncurrent assets Property, plant and equipment, net 43,766 43,543 Intangibles, net 121,168 15,487 Deferred taxes on income 2,165 25,417 Other assets 13,873 5,282 ------------- ------------ Total assets $ 348,010 $ 160,945 ============= ============ LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities Short-term debt and current portion of long-term debt $15,360 $ 28,500 Accounts payable 17,488 14,197 Accrued salaries, wages and employee benefits 12,244 9,252 Other current liabilities 21,842 11,232 ------------- ------------ Total current liabilities 66,934 63,181 ------------- ------------ Noncurrent liabilities Long-term debt 201,930 56,375 Other noncurrent liabilities 9,357 6,260 ------------- ------------ Total noncurrent liabilities 211,287 62,635 ------------- ------------ Stockholders' equity 69,789 35,129 ------------- ------------ Total liabilities and stockholders' equity $ 348,010 $ 160,945 ============= ============
Note: Certain prior year amounts in the financial statements have been reclassified to conform to the 2002 presentation. --more-- JARDEN CORPORATION CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (in thousands)
Unaudited Nine Months Ended --------------------------------------- September 30, September 30, 2002 2001 ----------------- ----------------- Cash flows from operating activities Net income (loss) $27,011 $ (78,159) Reconciliation of net income to net cash provided by operating activities: Depreciation 6,857 11,203 Amortization 393 5,065 Loss on divestiture of assets - 119,725 Special charges (credits) and reorganization expenses - (3,750) Deferred employee benefits (1,731) 216 Deferred income taxes 9,349 - Non-cash compensation expense 587 - Non-cash interest expense 1,482 333 Other, net (21) (524) Changes in working capital components (including tax refunds of $38,458 in 2002) 24,349 (11,338) ------------- ------------ Net cash provided by operating activities 68,276 42,771 ------------- ------------ Cash flows from financing activities Proceeds from revolving credit borrowings 25,200 29,150 Payments on revolving credit borrowings (34,600) (45,150) Proceeds from bond issuance 147,654 - Payments on long-term debt (76,725) (19,027) Debt issue and amendment costs (7,374) (637) Proceeds from issuance of senior long-term debt 50,000 - Other 8,175 518 ------------- ------------ Net cash provided by (used in) financing activities 112,330 (35,146) ------------- ------------ Cash flows from investing activities Additions to property, plant and equipment (4,972) (8,343) Acquisition of Tilia, net of cash acquired (121,085) - Proceeds from the surrender of insurance contracts - 6,706 Insurance proceeds from property casualty - 1,535 Loans to former officers - (4,059) Other, net - 61 ------------- ------------ Net cash used in investing activities (126,057) (4,100) ------------- ------------ Net increase in cash 54,549 3,525 Cash and cash equivalents, beginning of period 6,376 3,303 ------------- ------------ Cash and cash equivalents, end of period $60,925 $ 6,828 ============= ============ Note: Certain prior year amounts in the financial statements have been reclassified to conform to the 2002 presentation.
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