-----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, Aqz6BwxJkfJnSG/KUfHEMXZ5CqsxU1I4hm08EssrzBE7Pz1KShrtCuWwFIgJSA5q kgxZ6Xzp1vmpB/Sxripuuw== 0000950136-04-000362.txt : 20040212 0000950136-04-000362.hdr.sgml : 20040212 20040212083419 ACCESSION NUMBER: 0000950136-04-000362 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20040212 ITEM INFORMATION: ITEM INFORMATION: Financial statements and exhibits ITEM INFORMATION: Regulation FD Disclosure FILED AS OF DATE: 20040212 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: 04588341 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): February 12, 2004 ----------------- 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 February 12, 2004 Item 9. Regulation FD The following information is furnished under this Item 9 in satisfaction of Item 12, "Disclosure of Results of Operations and Financial Condition." On February 12, 2004, we issued a press release announcing our 2003 fourth quarter and year end earnings. A copy of our press release announcing the above is furnished herewith as Exhibit 99.1 and is incorporated herein by reference. The information furnished herein, including Exhibit 99.1, shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933. The earnings press release furnished herewith contains financial measures that are not in accordance with generally accepted accounting principles in the United States ("GAAP"). The Company has provided reconciliations within the earnings release of the non-GAAP financial measures to the most directly comparable GAAP financial measures. EBITDA is presented in this press release because the Company's credit facility and senior subordinated notes contain financial and other covenants which are based on or refer to the Company's EBITDA. Additionally, EBITDA is a basis upon which our management assesses financial performance and we believe it is frequently used by securities analysts, investors and other interested parties in measuring the operating performance and creditworthiness of companies with comparable market capitalization to the Company, many of which present EBITDA when reporting their results. Furthermore, EBITDA is one of the factors used to determine the total amount of bonuses available to be awarded to executive officers and other employees. EBITDA is widely used by the Company to evaluate potential acquisition candidates. Adjusted EBITDA and diluted earnings per share, excluding non-cash restricted stock charge and net release of tax valuation allowance, are presented in this press release because they are a basis upon which the Company's management has assessed its financial performance in the years presented. In addition, the Company's credit agreement has provided for the non-cash restricted stock charge to be excluded in calculations used for determining whether the Company is in compliance with certain credit agreement covenants. Item 12. Results of Operations and Financial Condition See Item 9 per SEC Release 33-8216, March 27, 2003. 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: February 12, 2004 JARDEN CORPORATION By: /s/ Desiree DeStefano ------------------------------ Name: Desiree DeStefano Title: Senior Vice President EX-99.1 3 file002.txt PRESS RELEASE [JARDEN CORPORATION LOGO OMITTED] FOR: Jarden Corporation CONTACT: Martin E. Franklin Chairman and Chief Executive Officer Jarden Corporation 914-967-9400 Investor Relations: Cara O'Brien/Melissa Myron Press: Evan Goetz/Jennifer McCullam Financial Dynamics FOR IMMEDIATE RELEASE 212-850-5600 - --------------------- JARDEN REPORTS FOURTH QUARTER AND 2003 YEAR END RESULTS RYE, NY - FEBRUARY 12, 2004 - JARDEN CORPORATION (NYSE:JAH) today reported its financial results for the fourth quarter and year ended December 31, 2003. For the fourth quarter of 2003, net sales increased 82% to $191.4 million compared to $104.9 million for the same quarter last year. Fourth quarter net income increased 59% to $15.6 million, or $0.57 per diluted share, excluding a non-cash restricted stock charge and related tax benefit, compared to net income in the same quarter last year of $9.8 million, or $0.44 per diluted share, which excludes a tax charge of $0.5 million relating to a valuation allowance that was recorded. On a reported basis, net income for the fourth quarter of 2003 was $2.3 million, or $0.09 per diluted share and net income for the fourth quarter of 2002 was $9.3 million, or $0.42 per diluted share. Current year amounts include the contribution from Lehigh Consumer Products Corporation and the operations of the former Diamond Brands business, which were acquired in September 2003 and February 2003, respectively. All per share amounts reflect the 3-for-2 stock split that became effective during November 2003. Martin E. Franklin, Chairman and Chief Executive Officer, commented, "Our businesses continued their momentum during the fourth quarter to post across the board strong results, particularly in the consumer solutions and branded consumables segments. In its seasonally strongest quarter, consumer solutions performed well throughout the holiday season and posted a 25% increase in revenue over the same period last year. Approximately 10% of this increase was driven by organic growth in FoodSaver(R) sales with the balance being from VillaWare(R) --more-- branded sales. Branded consumables sales were driven by a number of our new sales and marketing initiatives, including the launch of White River Farms(R) branded cookie mixes-in-a-jar on a popular televised shopping channel and a number of new product initiatives with new and existing customers. These strong sales translated into record fourth quarter operating profits and EPS, excluding the net effect of the non-cash restricted stock charge." For the year ended December 31, 2003, net sales increased 60% to $587.4 million, compared with $367.1 million in 2002. Net income in 2003 increased 41% to $45.1 million, or $1.91 per diluted share, excluding a non-cash restricted stock charge and related tax benefit, compared to net income in 2002 of $31.9 million, or $1.48 per diluted share, which excludes a tax benefit resulting from the net release of a $4.4 million valuation allowance that had previously been established. On a reported basis, net income for 2003 was $31.8 million, or $1.35 per diluted share and net income for 2002 was $36.3 million, or $1.68 per diluted share. Current year amounts include the results of Lehigh, the results of operations from the former Diamond Brands business and the results of Tilia, which were acquired in September 2003, February 2003 and April 2002, respectively. Mr. Franklin continued, "2003 was another great year for the Jarden portfolio of businesses, as evidenced by our 60% sales growth and strong bottom line results. We are proud of a number of behind-the-scenes initatives we were able to complete, including acquisition integration, systems upgrades and new product and marketing programs, which were an integral part of our success in 2003. In addition, our growth was fueled not only by acquisitions, but also organically, most notably at our consumer solutions business where we grew the top line over 10% on a comparable basis to 2002. The consumable bags and accessories component of the FoodSaver(R) business continued to increase, highlighting the recurring use of the FoodSaver(R) home vacuum packaging machines once installed in consumers' homes." Mr. Franklin concluded, "We have entered 2004 with all our segments in a position to grow organically while maintaining our historical EBITDA margin expectations. With over $125 million of cash on the balance sheet at the end of the year, we continue to actively pursue acquisition opportunities that would further add to EPS growth in 2004." The Company will be holding a conference call at 9:45 AM (Eastern) today, February 12, 2004, 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), Crawford(R), Diamond(R), FoodSaver(R), Forster(R), Kerr(R), --more-- Lehigh(R), Leslie-Locke(R) and VillaWare(R). In North America, Jarden is the market leader in several consumer categories, including home canning, home vacuum packaging, kitchen matches, branded retail plastic cutlery, toothpicks and rope, cord and twine. 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 is 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)
Three Months Ended Year Ended ------------------------------- ------------------------------- December 31, December 31, December 31, December 31, 2003 2002 2003 2002 -------------- -------------- -------------- -------------- Net sales $191,393 $104,912 $587,381 $367,104 Costs and expenses: Cost of sales 120,125 57,395 362,379 216,629 Selling, general and administrative expenses 39,606 27,882 131,719 85,366 Non-cash restricted stock charge 21,833 - 21,833 - -------- -------- -------- -------- Operating earnings 9,829 19,635 71,450 65,109 Interest expense, net 5,883 3,808 19,184 12,611 -------- -------- -------- -------- Income before taxes 3,946 15,827 52,266 52,498 Income tax provision 1,597 6,529 20,488 16,189 -------- -------- -------- -------- Net income $ 2,349 $ 9,298 $ 31,778 $ 36,309 ======== ======== ======== ======== Basic earnings per share $ 0.09 $ 0.44 $ 1.40 $ 1.74 Diluted earnings per share $ 0.09 $ 0.42 $ 1.35 $ 1.68 Weighted average shares outstanding: Basic 26,505 21,283 22,663 20,910 Diluted 27,514 22,123 23,531 21,588 Reconciliations of Non-GAAP Measurements: - ----------------------------------------- Net income $ 2,349 $ 9,298 $ 31,778 $ 36,309 Income tax provision 1,597 6,529 20,488 16,189 Interest expense 5,883 3,808 19,184 12,611 Depreciation and amortization 3,554 2,751 15,045 10,001 -------- -------- -------- -------- Earnings before interest, taxes, depreciation and amortization (EBITDA) 13,383 22,386 86,495 75,110 Add back: non-cash restricted stock charge 21,833 - 21,833 - -------- -------- -------- -------- Adjusted EBITDA (EBITDA, excluding non-cash restricted stock charge) $ 35,216 $ 22,386 $108,328 $ 75,110 ======== ======== ======== ======== Operating earnings $ 9,829 $ 19,635 $ 71,450 $ 65,109 Add back: non-cash restricted stock charge 21,833 - 21,833 - -------- -------- -------- -------- Operating earnings, excluding non-cash restricted stock charge 31,662 19,635 93,283 65,109 Interest expense, net 5,883 3,808 19,184 12,611 -------- -------- -------- -------- Income before taxes, excluding non-cash restricted stock charge 25,779 15,827 74,099 52,498 Income tax provision, excluding tax benefit of non-cash restricted stock charge and net release of tax valuation allowance 10,154 6,029 29,047 20,584 -------- -------- -------- -------- Net income, excluding non-cash restricted stock charge and related tax benefit and net release of tax valuation allowance $ 15,625 $ 9,798 $ 45,052 $ 31,914 ======== ======== ======== ======== Diluted earnings per share, excluding non-cash restricted stock charge and related tax benefit and net release of tax valuation allowance $ 0.57 $ 0.44 $ 1.91 $ 1.48
--more-- JARDEN CORPORATION CONSOLIDATED STATEMENTS OF INCOME (CONTINUED) Notes: - ------ Note 1: 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. Note 2: All earnings per share and share amounts have been adjusted to give effect to a 3-for-2 split of the Company's outstanding shares of common stock that was effected during the fourth quarter of 2003. Note 3: This earnings release contains non-GAAP financial measures. For purposes of Regulation G, a non-GAAP financial measure is a numerical measure of a Company's historical or future financial performance, financial position or cash flows that excludes amounts, or is subject to adjustments that have the effect of excluding amounts, that are included in the most directly comparable measure calculated and presented in accordance with GAAP in the statements of income, balance sheets, or statement of cash flows of the Company; or includes amounts, or is subject to adjustments that have the effect of including amounts, that are excluded from the most directly comparable measure so calculated and presented. In this regard, GAAP refers to generally accepted accounting principles in the United States. Pursuant to the requirements of Regulation G, the Company has provided a reconciliation of the non-GAAP financial measures to the most directly comparable GAAP financial measures. EBITDA, a non-GAAP financial measure, is presented in this press release because the Company's credit facility and senior subordinated notes contain financial and other covenants which are based on or refer to the Company's EBITDA. Additionally, EBITDA is a basis upon which our management assesses financial performance and we believe it is frequently used by securities analysts, investors and other interested parties in measuring the operating performance and creditworthiness of companies with comparable market capitalization to the Company, many of which present EBITDA when reporting their results. Furthermore, EBITDA is one of the factors used to determine the total amount of bonuses available to be awarded to executive officers and other employees. EBITDA is widely used by the Company to evaluate potential acquisition candidates. While EBITDA is frequently used as a measure of operations and the ability to meet debt service requirements, it is not necessarily comparable to other similarly titled captions of other companies due to potential inconsistencies in the method of calculation. Because of these limitations, EBITDA should not be considered a primary measure of the Company's performance and should be reviewed in conjunction with, and not as a substitute for, financial measurements prepared in accordance with GAAP that are presented in this earnings release. Note 4: Adjusted EBITDA and diluted earnings per share, excluding non-cash restricted stock charge and net release of tax valuation allowance, are both non-GAAP financial measures and they are presented in this press release because they are a basis upon which our management has assessed its financial performance in the years presented. Additionally, the Company's credit agreement has provided for the non-cash restricted stock charge to be excluded in calculations used for determining whether the Company is in compliance with certain credit agreement covenants. These calculations are measures of the Company's performance that are not required by, or presented in accordance with, GAAP. As such they should not be considered as an alternative to net income or diluted earnings per share in accordance with GAAP. --more-- JARDEN CORPORATION CONDENSED CONSOLIDATED BALANCE SHEETS (in thousands)
December 31, December 31, 2003 2002 ------------ ------------ ASSETS Current assets Cash and cash equivalents $125,400 $ 56,779 Accounts receivable, net 92,777 40,470 Inventories, net 105,573 59,463 Other current assets 23,369 16,018 -------- -------- Total current assets 347,119 172,730 -------- -------- Non-current assets Property, plant and equipment, net 79,119 45,237 Intangibles, net 315,826 134,060 Other assets 17,610 14,738 -------- -------- Total assets $759,674 $366,765 ======== ======== LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities Short-term debt and current portion of long-term debt $ 17,512 $ 16,117 Accounts payable 34,211 18,466 Other current liabilities 53,357 36,590 -------- -------- Total current liabilities 105,080 71,173 -------- -------- Non-current liabilities Long-term debt 369,870 200,838 Other non-current liabilities 34,819 17,990 -------- -------- Total non-current liabilities 404,689 218,828 -------- -------- Stockholders' equity 249,905 76,764 -------- -------- Total liabilities and stockholders' equity $759,674 $366,765 ======== ========
--more-- JARDEN CORPORATION CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (in thousands)
Twelve Months Ended ---------------------------------- December 31, December 31, 2003 2002 -------------- -------------- Cash flows from operating activities Net income $ 31,778 $ 36,309 Reconciliation of net income to net cash provided by operating activities: Depreciation and amortization 15,045 10,001 Other non-cash items 31,134 13,539 Changes in working capital components (including tax refunds of $444 and $38,578 in 2003 and 2002, respectively) (4,159) 9,702 --------- --------- Net cash provided by operating activities 73,798 69,551 --------- --------- Cash flows from financing activities Proceeds from revolving credit borrowings 78,000 25,200 Payments on revolving credit borrowings (78,000) (34,600) Proceeds from bond issuance 31,950 147,654 Proceeds from issuance of senior long-term debt 160,000 50,000 Payments on long-term debt (7,941) (77,975) Payments on seller note (10,000) - Proceeds from issuance of common stock, net of underwriting fees and related expenses 112,258 - Debt issue costs (5,913) (7,467) Other 4,442 8,734 --------- --------- Net cash provided by financing activities 284,796 111,546 --------- --------- Cash flows from investing activities Additions to property, plant and equipment (12,822) (9,277) Acquisition of businesses, net of cash acquired (277,259) (121,065) Other 108 (352) --------- --------- Net cash used in investing activities (289,973) (130,694) --------- --------- Net increase in cash 68,621 50,403 Cash and cash equivalents, beginning of period 56,779 6,376 --------- --------- Cash and cash equivalents, end of period $ 125,400 $ 56,779 ========= =========
--more-- JARDEN CORPORATION NET SALES AND OPERATING PROFIT BY SEGMENT (in thousands)
Three Months Ended Year Ended --------------------------------- --------------------------------- December 31, December 31, December 31, December 31, 2003 2002 2003 2002 -------------- -------------- -------------- -------------- Net sales: Branded consumables $ 75,895 $ 12,542 $ 257,869 $ 111,240 Consumer solutions 85,124 67,872 215,847 145,316 Plastic consumables 28,688 16,460 109,056 70,578 Other 13,089 8,316 42,802 41,034 Intercompany (11,403) (278) (38,193) (1,064) --------- --------- --------- --------- Total net sales $ 191,393 $ 104,912 $ 587,381 $ 367,104 ========= ========= ========= ========= Operating profit (loss): Branded consumables $ 7,131 $ (915) $ 36,521 $ 17,984 Consumer solutions 19,867 17,711 42,550 31,672 Plastic consumables 2,877 2,444 9,551 9,088 Other 1,416 401 5,531 6,366 Intercompany 371 (6) (870) (1) Unallocated corporate expense (1) (21,833) -- (21,833) -- --------- --------- --------- --------- Total operating earnings $ 9,829 $ 19,635 $ 71,450 $ 65,109 ========= ========= ========= =========
(1) Unallocated corporate expense is comprised of the non-cash restricted stock charge. ### -----END PRIVACY-ENHANCED MESSAGE-----