-----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, JQPhV1uVozL2PF16l2tp7pwKpI8B9doD1DncdXfRZaQnXccGSc2KnqxnGMJ/T93Q RMsEi3NnxmPGLZvi4ZT4jQ== 0000950136-03-000959.txt : 20030428 0000950136-03-000959.hdr.sgml : 20030428 20030428081729 ACCESSION NUMBER: 0000950136-03-000959 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20030207 ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20030428 FILER: COMPANY DATA: COMPANY CONFORMED NAME: JARDEN CORP CENTRAL INDEX KEY: 0000895655 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-MISCELLANEOUS NONDURABLE GOODS [5190] 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: 03665626 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 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 28, 2003 -------------- 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 7. Financial Statements and Exhibits (c) Exhibits. The following Exhibits are filed herewith as part of this report: Exhibit Description - ------- ----------- 99.1 Press Release of Jarden Corporation, dated April 28, 2003 Item 9. Regulation FD Disclosure (Information Provided Under Item 12. Disclosure of Results of Operations and Financial Condition.) On April 28, 2003, we issued a press release announcing our 2003 first quarter earnings. A copy of our press release announcing the above is filed herewith as Exhibit 99.1 and is incorporated herein by reference. 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: April 25, 2003 JARDEN CORPORATION By: /s/ Desiree DeStefano ------------------------------------ Name: Desiree DeStefano Title: Senior Vice President EX-99.1 3 file002.txt PRESS RELEASE OF JARDEN CORPORATION, 4/28/03 FOR: Jarden Corporation APPROVED BY: Martin E. Franklin Chairman and Chief Executive Officer 914-967-9400 CONTACT: Investor Relations: Cara O'Brien/Melissa Myron Press: Evan Goetz/Jennifer McCullam FOR IMMEDIATE RELEASE 212-850-5600 - --------------------- JARDEN CORPORATION REPORTS FIRST QUARTER RESULTS ~ DILUTED EARNINGS PER SHARE OF $0.29 ~ RYE, NY - APRIL 28, 2003 - JARDEN CORPORATION (NYSE:JAH) today reported its financial results for the three months ended March 31, 2003. For the first quarter, net sales were $97.4 million compared to $47.4 million for the same quarter last year. First quarter net income was $4.2 million, or $0.29 per diluted share, compared to net income of $1.8 million or $0.13 per diluted share for the same quarter last year, excluding a one-time tax reversal of $5.4 million. On a reported basis, first quarter 2002 net income was $7.2 million, or $0.53 per diluted share. Current year amounts include results of operations from the former Diamond Brands business from February 1, 2003 and the results of Tilia, which was acquired in April 2002. Martin E. Franklin, Chairman and Chief Executive Officer, commented, "In a difficult economic environment our businesses performed admirably in the first quarter. Led by continuing growth of the home vacuum packaging market and our leadership position therein, as well as the recent acquisition of the Diamond Brands business, the Company more than doubled sales from the same period last year. Earnings before interest, taxes, depreciation and amortization for the quarter ended March 31, 2003 increased 127% to $14.3 million from $6.3 million the previous year. Excluding the effects of the one-time tax benefit in 2002, diluted earnings per share grew by approximately 125% comparing the first quarter of 2002 against the first quarter of 2003." Mr. Franklin continued, "The first quarter is traditionally the Company's slowest quarter, so we are delighted to get the year off to a strong start. We anticipate the retail environment will continue to be difficult for the foreseeable future, however, we will not lessen our commitment to meet the needs of our customers and the end consumer. Our strong balance sheet and the Company's better than anticipated cash flow from operations during the first quarter provides us a solid platform to execute our growth strategy." --more-- The Company will be holding a conference call at 9:45 AM (EDT) today, April 28, 2003, 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 and around the home under well-known brand names including Ball(R), Bernardin(R), Diamond(R), FoodSaver(R), Forster(R) and Kerr(R). In North America, Jarden is the market leader in several categories, including home canning, home vacuum packaging, kitchen matches, branded retail plastic cutlery and toothpicks. Jarden also manufactures zinc strip and a wide array of plastic products for third party consumer product and medical companies, as well as its own businesses. 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 CONSOLIDATED STATEMENTS OF INCOME (in thousands, except per share data)
Unaudited Three Months Ended ------------------------------- March 31, March 31, 2003 2002 ------------- ------------- Net sales $97,396 $47,384 Costs and expenses: Cost of sales 59,026 34,859 Selling, general and administrative expenses 27,459 8,391 ------------- ------------- Operating earnings 10,911 4,134 Interest expense, net 3,952 1,232 ------------- ------------- Income before taxes 6,959 2,902 Income tax (provision) benefit (2,728) 4,291 ------------- ------------- Net income $ 4,231 $ 7,193 ============= ============= Basic earnings per share $ 0.30 $ 0.54 Diluted earnings per share $ 0.29 $ 0.53 Weighted average shares outstanding: Basic 14,259 13,432 Diluted 14,811 13,678 Other Data: Operating earnings $10,911 $ 4,134 Depreciation and amortization 3,385 2,152 ------------- ------------- Earnings before interest, taxes, depreciation and amortization $14,296 $ 6,286 ============= ============= Income before taxes $ 2,902 Income tax provision, excluding one-time tax reversal (1,104) ------------- Net income, excluding one-time tax reversal $ 1,798 ============= Diluted earnings per share, excluding one-time tax reversal $ 0.13
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. Note: Certain prior year amounts in the financial statements have been reclassified to conform to the 2003 presentation. These reclassifications have no impact on previously reported net income. --more-- JARDEN CORPORATION CONDENSED CONSOLIDATED BALANCE SHEETS (in thousands)
Unaudited --------- ------------ March 31, December 31, 2003 2002 --------- ------------ ASSETS Current assets Cash and cash equivalents $ 5,977 $ 56,779 Accounts receivable, net 45,522 41,509 Inventories, net 76,552 59,463 Other current assets 18,484 14,979 -------- -------- Total current assets 146,535 172,730 Non-current assets Property, plant and equipment, net 67,943 45,237 Intangibles, net 188,686 134,060 Other assets 11,492 14,738 -------- -------- Total assets $414,656 $366,765 ======== ======== LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities Short-term debt and current portion of long-term debt $ 36,822 $ 16,117 Accounts payable 20,658 18,466 Accrued salaries, wages and employee benefits 11,262 13,559 Other current liabilities 34,841 23,031 -------- -------- Total current liabilities 103,583 71,173 -------- -------- Non-current liabilities Long-term debt 206,331 200,838 Other non-current liabilities 21,202 17,990 -------- -------- Total non-current liabilities 227,533 218,828 -------- -------- Stockholders' equity 83,540 76,764 -------- -------- Total liabilities and stockholders' equity $414,656 $366,765 ======== ========
--more-- JARDEN CORPORATION CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (in thousands)
Unaudited Three Months Ended ----------------------- March 31, March 31, 2003 2002 --------- --------- Cash flows from operating activities Net income $ 4,231 $ 7,193 Reconciliation of net income to net cash provided by operating activities: Depreciation and amortization 3,385 2,152 Other non-cash items 1,311 (6,397) Changes in working capital components (including tax refunds of $340 and $37,859 in 2003 and 2002, respectively) (2,492) 22,576 -------- -------- Net cash provided by operating activities 6,435 25,524 -------- -------- Cash flows from financing activities Proceeds from revolving credit borrowings 48,000 24,200 Payments on revolving credit borrowings (19,500) (33,600) Proceeds from issuance of senior long-term debt 10,000 -- Payments on seller notes (10,000) -- Payments on long-term debt (1,514) (18,109) Other 2,858 986 -------- -------- Net cash provided by (used in) financing activities 29,844 (26,523) -------- -------- Cash flows from investing activities Additions to property, plant and equipment (1,828) (768) Acquisition of business, net of cash acquired (85,257) -- Other, net 4 5 -------- -------- Net cash used in investing activities (87,081) (763) -------- -------- Net decrease in cash (50,802) (1,762) Cash and cash equivalents, beginning of period 56,779 6,376 -------- -------- Cash and cash equivalents, end of period $ 5,977 $ 4,614 ======== ========
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