-----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, H1GU5rjI/LmbgfSNYXBe8SIIjn/CfQJbMzHhMqs8yTBXGPAqTqEePJijgaKizBNC Kgpt46mVIUgSDASk7CP4aA== 0000950136-05-002534.txt : 20050505 0000950136-05-002534.hdr.sgml : 20050505 20050505084125 ACCESSION NUMBER: 0000950136-05-002534 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20050501 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050505 DATE AS OF CHANGE: 20050505 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: 05801396 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.htm 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) May 1, 2005
                                                           -----------

                               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.)

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:

[ ]  Written communications pursuant to Rule 425 under the Securities Act (17
     CFR 230.425)

[ ]  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
     240.14a-12)

[ ]  Pre-commencement communications pursuant to Rule 14d-2(b) under the
     Exchange Act (17 CFR 240.14d-2(b))

[ ]  Pre-commencement communications pursuant to Rule 13e-4(c) under the
     Exchange Act (17 CFR 240.13e-4(c))



Item 1.01   Entry into a Material Definitive Agreement.
            ------------------------------------------

     On May 1, 2005, the Company entered into Amendment No. 2 (the "ESPP
Amendment") to the 2003 Employee Stock Purchase Plan (the "Plan"). Inasmuch as
the Securities and Exchange Commission has changed the effective date for
certain new stock option accounting rules, the ESPP Amendment eliminates all
changes of Amendment No. 1 to the Plan related to the discount offered to
employees who purchase stock under the Plan.

     A copy of the ESPP Amendment is attached to this current report on Form 8-K
as Exhibit 10.3 and is incorporated by reference as though it were fully set
forth herein. The foregoing summary description of the ESPP Amendment is not
intended to be complete, and is qualified in its entirety by the complete text
of the ESPP Amendment.

Item 2.02   Results of Operations and Financial Condition.
            ---------------------------------------------

     On May 5, 2005, we issued a press release announcing our financial results
for the quarter ended March 31, 2005. A copy of our press release announcing our
earnings results for the quarter ended March 31, 2005 is attached hereto as
Exhibit 99.1 and is incorporated herein by reference.

     The earnings press release furnished herewith contains financial measures
that are not in accordance with generally accepted accounting principles in the
United States ("GAAP"). 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 in accordance with
GAAP in the statements of operations, balance sheets, or statements or 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. Pursuant to the requirements of
Regulation G, the Company has provided reconciliations within the earnings
release of the non-GAAP financial measures to the most directly comparable GAAP
financial measures.

     Net income and diluted earnings per share, excluding the items discussed
below, are non-GAAP financial measures and have been presented herein because
management of the Company uses these financial measures in monitoring and
evaluating the Company's ongoing financial results and trends. Items excluded
from net income in the "as reported" results to arrive at the "as adjusted"
results for the three months ended March 31, 2005 consist of purchase
accounting adjustments for $16.4 million of manufacturer's profit in inventory
that flowed through cost of sales during the quarter, $2.9 million of
reorganization and acquisition-related integration costs and $6.0 million of
loss on early extinguishment of debt. Items excluded from weighted average
shares outstanding in the "as reported" results to arrive at the "as adjusted"
results for the three months ended March 31, 2005 consist of Series B and Series
C preferred stock common stock



equivalents on an if-converted basis, as well as restricted shares for executive
officers to be issued upon shareholder approval of an amendment to the stock
compensation plan. Management believes that these non-GAAP operating performance
measures are useful for investors because they enhance investors' ability to
analyze trends in the Company's business and compare the Company's financial and
operating performance to the performance of the Company's peers. Additionally,
the Company's credit agreement has provided for manufacturer's profit in
inventory adjustments required for purchase accounting, reorganization and
acquisition-related integration costs and loss on early extinguishment of debt
to be excluded in calculations used for determining whether the Company is in
compliance with certain credit agreement covenants.

         Also attached to this Current Report on Form 8-K as Exhibit 99.2 is a
reconciliation of certain non-GAAP financial measures expected to be discussed
by us during our May 5, 2005 earnings conference call to the most directly
comparable financial measure in accordance with GAAP and is incorporated by
reference herein. EBITDA is presented in the earnings conference call 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, excluding purchase accounting adjustments for manufacturer's
profit in inventory, reorganization and acquisition-related integration costs
and loss on early extinguishment of debt, is presented in the earnings
conference call because it is a basis upon which the Company's management has
assessed its financial performance in the years presented. Additionally, the
Company's credit agreement has provided for manufacturer's profit in inventory
adjustments required for purchase accounting, reorganization and
acquisition-related integration costs and loss on early extinguishment of debt
to be excluded in calculations used for determining whether the Company is in
compliance with certain credit agreement covenants.

     The non-GAAP financial measures described above should be considered in
addition to, but not as a substitute for, measures of financial performance
prepared in accordance with GAAP that are presented in the earnings release and
on the earnings conference call.

     The information in this Item 2.02 of this Form 8-K and Exhibits 99.1 and
99.2 attached hereto 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, except as shall be
expressly set forth by specific reference in such filing.


Item 9.01  Financial Statements and Exhibits
           ---------------------------------

     (c) Exhibits. The following Exhibits are filed herewith as part of this
report:

Exhibit    Description
- -------    -----------

10.1       Jarden Corporation 2003 Employee Stock Purchase Plan (incorporated by
           reference from Annex C to the Company's 2003 Definitive Proxy
           Statement with respect to the Company's 2003 Annual Meeting of
           Stockholders, as filed with the Commission on March 28, 2003).

10.2       Amendment No. 1 to the Jarden Corporation 2003 Employee Stock
           Purchase Plan (filed as Exhibit 10.3 to the Company's Current Report
           on Form 8-K, filed with the Commission on April 13, 2005, and
           incorporated herein by reference).

10.3       Amendment No. 2 to the Jarden Corporation 2003 Employee Stock
           Purchase Plan.

99.1       Press Release of Jarden Corporation, dated May 5, 2005, with respect
           to our financial results for the quarter ended March 31, 2005
           (furnished only).

99.2       Reconciliation of non-GAAP financial measures to the most directly
           comparable GAAP financial measures.



                                   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: May 5, 2005

                                      JARDEN CORPORATION


                                  By: /s/ Desiree DeStefano
                                      ---------------------
                                      Name: Desiree DeStefano
                                      Title: Executive Vice President of Finance




                                  EXHIBIT INDEX

               Number               Exhibit
               ------               -------

                10.1                Jarden Corporation 2003 Employee Stock
                                    Purchase Plan (incorporated by reference
                                    from Annex C to the Company's 2003
                                    Definitive Proxy Statement with respect to
                                    the Company's 2003 Annual Meeting of
                                    Stockholders, as filed with the Commission
                                    on March 28, 2003).

                10.2                Amendment No. 1 to the Jarden Corporation
                                    2003 Employee Stock Purchase Plan (filed as
                                    Exhibit 10.3 to the Company's Current Report
                                    on Form 8-K, filed with the Commission on
                                    April 13, 2005, and incorporated herein by
                                    reference).

                10.3                Amendment No. 2 to the Jarden Corporation
                                    2003 Employee Stock Purchase Plan.

                99.1                Press Release of Jarden Corporation, dated
                                    May 5, 2005, with respect to our financial
                                    results for the quarter ended March 31, 2005
                                    (furnished only).

                99.2                Reconciliation of non-GAAP financial
                                    measures to the most directly comparable
                                    GAAP financial measures.


EX-10.3 2 file002.htm AMEND NO. 2 TO JARDEN 03 EMPLOYEE STOCK PURCH PLAN


                                                                    EXHIBIT 10.3

                                 AMENDMENT NO. 2
                                     TO THE
                               JARDEN CORPORATION
                        2003 EMPLOYEE STOCK PURCHASE PLAN

     The following amendments are hereby made to the Jarden Corporation (the
"Company") 2003 Employee Stock Purchase Plan, as amended (the "Plan"):

     WHEREAS, Amendment No. 1 to the Plan was effected as of April 12, 2005 in
order to change the discount offered to Participants in response to the
revisions made to Statement of Financial Accounting Standards No. 123
("FAS123R") in October 2004; and

     WHEREAS, the Securities and Exchange Commission has changed the effective
date for the new stock-option accounting rules to take effect for fiscal years
starting after June 15, 2005; and

     WHEREAS, at the current time, the Company believes it is in the best
interest of the Company not to effect the changes to the Plan resulting from
Amendment No. 1.

     NOW THEREFORE, the Plan is amended as follows:

     The amendments to the Plan, particularly of Sections 6 and 7 thereto,
effected by Amendment No. 1 to the Plan are hereby eliminated in their entirety
such that Amendment No. 1 to the Plan is null and void and has no further force
and effect.



                                  CERTIFICATION

     The undersigned, being the Secretary of Jarden Corporation, a Delaware
corporation, hereby certifies that the foregoing is a true and complete copy of
Amendment No. 2 to the 2003 Employee Stock Purchase Plan, effective as of this
1st day of May 2005, and that said Amendment No. 2 to the Jarden Corporation
2003 Employee Stock Purchase Plan is in full force and effect on the date
hereof, without further amendment or modification.


                                                 /s/ Ian G.H. Ashken
                                                 -------------------------------
                                                 Secretary of Jarden Corporation



EX-99.1 3 file003.htm PRESS RELEASE


[JARDEN CORPORATION LOGO]

                                           FOR:  Jarden Corporation

                                       CONTACT:  Martin E. Franklin
                                                 Chairman and
                                                 Chief Executive Officer
                                                 914-967-9400

                                                 Investor Relations:
                                                 Cara O'Brien/Melissa Myron
                                                 Press: Evan Goetz/Alecia Pulman
                                                 Financial Dynamics
FOR IMMEDIATE RELEASE                            212-850-5600
- ---------------------

                JARDEN CORPORATION REPORTS FIRST QUARTER RESULTS

     RYE, NY - MAY 5, 2005 - JARDEN CORPORATION (NYSE:JAH) today reported its
financial results for the three months ended March 31, 2005.

     Net sales increased 229% to $521.3 million compared to $158.3 million for
the same quarter last year. On an as adjusted, non-GAAP basis, first quarter net
income increased 110% to $15.8 million, compared to net income of $7.5 million
for the same quarter last year. On a GAAP basis, the first quarter 2005 net
income was breakeven. After the non-cash amounts for the paid-in kind dividends
on the Series B and C preferred stock and a beneficial conversion charge related
to the Series B preferred stock, the loss to common stockholders was $22.0
million or $0.76 per common share compared to diluted earnings per common share
of $0.27 for the same quarter last year. On an as adjusted, non-GAAP basis,
diluted earnings per common share was $0.38 for the first quarter. Please see
the schedule accompanying this release for the full reconciliation of GAAP to
non-GAAP net income and diluted earnings per common share. Current year amounts
include the results of operations from the American Household and the United
States Playing Cards businesses, which were acquired in January 2005 and June
2004, respectively.

     Martin E. Franklin, Chairman and Chief Executive, commented, "We are
extremely pleased by the overall performance of our business units during the
first quarter, particularly as we worked to integrate the American Household
acquisition. A healthy performance in our Outdoor Solutions segment, whose
seasonality favors the first and second quarters, helped Jarden exceed its
operating targets as a whole for the first quarter."

                                [LOGOS OMITTED]

                                     -more-


     "We are satisfied with the progress we have made in expanding our overall
operating margins and capitalizing on the synergies from our acquisitions. Key
management positions in our Outdoor Solutions and Branded Consumables segments
were filled during the quarter and we have settled into an execution mode as we
focus on developing new products, planning for 2006 initiatives and identifying
further acquisition opportunities to strengthen our existing portfolio."

     The Company will be holding a conference call at 9:45 AM (EDT) today, May
5, 2005, 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 and
will be archived until May 19, 2005.

     Jarden Corporation is a leading provider of niche consumer products used in
and around the home, under well-known brand names including Ball(R), Bee(R),
Bicycle(R), Campingaz(R), Coleman(R), Crawford(R), Diamond(R), First Alert(R),
FoodSaver(R), Forster(R), Health o meter(R), Hoyle(R), Kerr(R), Lehigh(R),
Leslie-Locke(R), Loew-Cornell(R), Mr. Coffee(R), Oster(R), Sunbeam(R) and
VillaWare(R). Jarden operates through four business segments: Branded
Consumables, Consumer Solutions, Outdoor Solutions and Other. Headquartered in
Rye, N.Y., Jarden has over 9,000 employees worldwide. For more information,
please visit www.jarden.com.

     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, future cash flows from operations, Jarden's future
revenues and margin requirements, successful product development, growth in
costs and expenses and the impact of acquisitions, divestitures, restructurings
and other unusual items, including our ability to integrate and obtain the
anticipated results and synergies from our acquisition of American Household,
Inc. 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.


                                 [LOGOS OMITTED]

                                     -more-


JARDEN CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
(in thousands, except per share data)



                                                                 --------------------------------------------------------------------
                                                                                    THREE MONTHS ENDED MARCH 31,
                                                                 --------------------------------------------------------------------
                                                                                       2005                                2004
                                                                 --------------------------------------------------    --------------
                                                                                                       AS ADJUSTED      AS REPORTED
                                                                  AS REPORTED        ADJUSTMENTS       (NON-GAAP)         (GAAP)
                                                                      (GAAP)           (1) (4)            (4)             (2) (3)
                                                                 --------------    --------------    --------------    --------------

Net sales                                                        $      521,347    $         --      $      521,347    $      158,324

Costs and expenses:
  Cost of sales                                                         400,390           (16,390)          384,000           109,942
                                                                 --------------    --------------    --------------    --------------
  Gross profit                                                          120,957            16,390           137,347            48,382
  Selling, general and administrative expenses                           96,962              --              96,962            30,607
  Reorganization and acquisition-related integration costs                2,928            (2,928)             --                --
                                                                 --------------    --------------    --------------    --------------
Operating earnings                                                       21,067            19,318            40,385            17,775
Interest expense, net                                                    14,975              --              14,975             5,620
Loss on early extinguishment of debt                                      6,046            (6,046)             --                --
                                                                 --------------    --------------    --------------    --------------
Income before taxes                                                          46            25,364            25,410            12,155
Income tax provision                                                         17             9,638             9,655             4,643
                                                                 --------------    --------------    --------------    --------------
Net income                                                                   29    $       15,726    $       15,755             7,512
                                                                                   ==============    ==============    --------------
Paid-in kind dividends on Series B & C preferred stock                   (5,494)                                                 --
Charge from beneficial conversion on Series B preferred stock           (16,541)                                                 --
                                                                 --------------                                        --------------
(Loss) income available to common stockholders                   $      (22,006)                                       $        7,512
                                                                 ==============                                        ==============

Basic (loss) earnings per share                                  $        (0.76)                                       $         0.28
Diluted (loss) earnings per share                                $        (0.76)                                       $         0.27
Weighted average shares outstanding:
  Basic                                                                  28,802                                                27,045
  Diluted                                                                28,802                                                28,192

Net income (from above)                                          $           29    $       15,726    $       15,755    $        7,512
                                                                 --------------    --------------    --------------    --------------

Basic weighted average shares outstanding                                28,802              --              28,802            27,045
Additional shares assuming conversion of stock options and
  restricted stock                                                         --               1,174             1,174             1,147
                                                                 --------------    --------------    --------------    --------------
Diluted weighted average shares outstanding                              28,802             1,174            29,976            28,192
Add back: Conversion of Series B preferred stock and accrued
  dividends into common stock                                              --               4,083             4,083              --
Add back: Conversion of Series C preferred stock and accrued
  dividends into Series B preferred stock and further into
  common stock                                                             --               5,449             5,449              --
Add back: Conversion of Series C preferred stock and accrued
  dividends into common stock                                              --                 969               969              --
Add back: Estimated additional shares assuming conversion of
  stock options and restricted stock to be issued upon
  shareholder approval of amendment to stock compensation plan             --               1,450             1,450              --
                                                                 --------------    --------------    --------------    --------------
Diluted weighted average shares outstanding                              28,802            13,125            41,927            28,192
                                                                 --------------    --------------    --------------    --------------
Diluted (loss) earnings per share                                $        (0.76)                     $         0.38    $         0.27



See Notes to Earnings Release attached.


                                     -more-



JARDEN CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)
(in thousands)



                                                                                             AS OF
                                                                             ---------------------------------------
                                                                                  MARCH 31,           DECEMBER 31,
                                                                                    2005                2004 (3)
                                                                             ------------------    -----------------

ASSETS
Current assets
  Cash and cash equivalents                                                      $     41,756        $      20,665
  Accounts receivable, net                                                            393,969              127,468
  Inventories, net                                                                    543,867              154,180
  Other current assets                                                                101,565               32,749
  Assets held for sale                                                                  9,405                    -
                                                                             ------------------    -----------------
    Total current assets                                                            1,090,562              335,062
                                                                             ------------------    -----------------
Non-current assets
  Property, plant and equipment, net                                                  259,743               85,429
  Intangibles, net                                                                  1,231,597              602,383
  Other assets                                                                         60,773               19,507
                                                                             ------------------    -----------------
    Total assets                                                                 $  2,642,675        $   1,042,381
                                                                             ==================    =================

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
  Short-term debt and current portion of long-term debt                          $     71,471        $      16,951
  Accounts payable                                                                    205,696               48,910
  Deferred consideration for acquisitions                                              28,995               28,995
  Other current liabilities                                                           233,777               58,835
                                                                             ------------------    -----------------
    Total current liabilities                                                         539,939              153,691
                                                                             ------------------    -----------------
Non-current liabilities
  Long-term debt                                                                    1,021,804              470,500
  Deferred consideration for acquisitions                                              49,707               10,250
  Other non-current liabilities                                                       340,236               73,989
                                                                             ------------------    -----------------
    Total non-current liabilities                                                   1,411,747              554,739
                                                                             ------------------    -----------------

Series C preferred stock                                                              181,014                    -

Stockholders' equity
  Series B preferred stock                                                            130,640                    -
  Common stock                                                                            294                  287
  Additional paid-in capital                                                          258,972              193,004
  Other stockholders' equity                                                          120,069              140,660
                                                                             ------------------    -----------------
    Total stockholders' equity                                                        509,975              333,951
                                                                             ------------------    -----------------
Total liabilities and stockholders' equity                                       $  2,642,675        $   1,042,381
                                                                             ==================    =================


See Notes to Earnings Release attached.


                                     -more-


JARDEN CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
(in thousands)



                                                                                 THREE MONTHS ENDED
                                                                          ----------------------------------
                                                                             MARCH 31,         MARCH 31,
                                                                                2005           2004 (3)
                                                                          ----------------- ----------------

CASH FLOWS FROM OPERATING ACTIVITIES
    Net income                                                                   $     29        $   7,512
    Reconciliation of net income to net cash used in
        operating activities:
        Depreciation and amortization                                              12,132            4,513
        Other non-cash items                                                        5,875             (513)
     Changes in working capital components, net of effects from
       acquisitions:
         Accounts receivable                                                      (47,507)           9,974
         Inventory                                                                (27,041)         (24,304)
         Accounts payable                                                          28,599            8,662
         Other current assets and liabilities                                     (56,653)          (6,439)
                                                                          ----------------- ----------------
        Net cash used in operating activities                                     (84,566)            (595)
                                                                          ----------------- ----------------

CASH FLOWS FROM FINANCING ACTIVITIES
     Proceeds from revolving credit borrowings                                     54,526                -
     Payments on revolving credit borrowings                                      (10,613)               -
     Proceeds from issuance of long-term debt                                     850,000                -
     Payments on long-term debt                                                  (305,693)          (2,645)
     Proceeds from issuance of stock, net of transaction fees                     350,379                -
     Debt issuance costs                                                          (17,455)             (63)
     Other                                                                          1,012            1,324
                                                                          ----------------- ----------------
        Net cash provided by (used in) financing activities                       922,156           (1,384)
                                                                          ----------------- ----------------

CASH FLOWS FROM INVESTING ACTIVITIES
    Additions to property, plant and equipment                                    (10,944)          (1,288)
    Acquisition of businesses, net of cash acquired                              (805,604)         (39,315)
    Other, net                                                                         49             (467)
                                                                          ----------------- ----------------
       Net cash used in investing activities                                     (816,499)         (41,070)
                                                                          ----------------- ----------------
NET INCREASE (DECREASE) IN CASH                                                    21,091          (43,049)
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD                                     20,665          125,400
                                                                          ----------------- ----------------
CASH AND CASH EQUIVALENTS, END OF PERIOD                                       $   41,756        $  82,351
                                                                          ================= ================


See Notes to Earnings Release attached.


                                     -more-


JARDEN CORPORATION
NET SALES AND OPERATING EARNINGS BY SEGMENT (UNAUDITED)
(in thousands)



                                                                    THREE MONTHS ENDED
                                                              ---------------------------------
                                                               MARCH 31,          MARCH 31,
                                                                  2005               2004
                                                              --------------     --------------

Net sales:
   Branded consumables (a)                                       $ 111,708          $  74,898
   Consumer solutions (b)                                          190,840             45,174
   Outdoor solutions (c)                                           182,916                  -
   Other                                                            51,703             52,455
   Intercompany elimination                                        (15,820)           (14,203)
                                                              --------------     --------------
           Total net sales                                       $ 521,347          $ 158,324
                                                              ==============     ==============

Operating earnings:
   Branded consumables (a) (d)                                   $  10,689           $  6,293
   Consumer solutions (b) (d)                                        2,862              6,397
   Outdoor solutions (c) (d)                                         7,338                  -
   Other                                                             3,194              5,670
   Intercompany elimination                                            (88)              (585)
   Reorganization and acquisition-related integration costs         (2,928)                 -
                                                              --------------     --------------
           Total operating earnings (d)                          $  21,067          $  17,775
                                                              ==============     ==============


(a) The United States Playing Card business is included in the branded
consumables segment effective June 28, 2004.

(b) The Jarden Consumer Solutions (formerly Sunbeam Products) business of
American Household is included in the consumer solutions segment effective
January 24, 2005.

(c) The outdoor solutions segment was created upon the purchase of the Coleman
business with the acquisition of American Household, effective January 24, 2005.

(d) For the three months ended March 31, 2005, the operating earnings of branded
consumables, consumer solutions and outdoor solutions reflects $190, $6,399 and
$9,801, respectively, of purchase accounting adjustments for manufacturer's
profit in inventory that had the effect of reducing the operating earnings
reported under GAAP for each of these segments (see Note 1 on the following
page).

                                     -more-




JARDEN CORPORATION
NOTES TO EARNINGS RELEASE

Note 1: Adjustments relate to items that are excluded from the "as reported"
results to arrive at the "as adjusted" results for the three months ended March
31, 2005. Adjustments to the net income consist of purchase accounting
adjustments for $16.4 million of manufacturer's profit in inventory that flowed
through cost of sales during the quarter, $2.9 million of reorganization and
acquisition-related integration costs and $6.0 million of loss on early
extinguishment of debt. Adjustments to the weighted average shares outstanding
consist of Series B and Series C preferred stock common stock equivalents on an
if-converted basis, as well as restricted shares for executive officers to be
issued upon shareholder approval of an amendment to the stock compensation plan.

Note 2: There were no items excluded from the "as reported" results for the
three months ended March, 31, 2004.

Note 3: Certain reclassifications have been made in the Company's financial
statements of the prior year to conform to the current year presentation. These
reclassifications have no impact on previously reported net income.

Note 4: 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
operations, 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. Pursuant to the requirements of Regulation G, the
Company has provided reconciliations of the non-GAAP financial measures to the
most directly comparable GAAP financial measures.

Net income and diluted earnings per share, excluding the items discussed in Note
1 above, are non-GAAP financial measures and have been presented herein because
management of the Company uses these financial measures in monitoring and
evaluating the Company's ongoing financial results and trends. Management
believes that these non-GAAP operating performance measures are useful for
investors because they enhance investors' ability to analyze trends in the
Company's business and compare the Company's financial and operating performance
to the performance of the Company's peers. Additionally, the Company's credit
agreement has provided for manufacturer's profit in inventory adjustments
required for purchase accounting, reorganization and acquisition-related
integration costs and loss on early extinguishment of debt to be excluded in
calculations used for determining whether the Company is in compliance with
certain credit agreement covenants.


                                       ###

EX-99.2 4 file004.htm RECONCILIATION OF NON-GAAP FINANCIAL MEASURES






                                                                                                    Exhibit 99.2

                                                                THREE MONTHS ENDED
                                                        -------------------------------------
                                                         MARCH 31, 2005       MARCH 31, 2004
                                                        ----------------     ----------------

Reconciliation of Non-GAAP measurement:

Net income                                                  $       29            $   7,512
Income tax provision                                                17                4,643
Interest expense, net                                           14,975                5,620
Depreciation and amortization                                   12,132                4,513
                                                        ----------------     ----------------
Earnings before interest, taxes, depreciation and
     amortization (EBITDA)                                      27,153               22,288
Other Adjustments:
      Purchase accounting adjustment for
        manufacturer's profit in inventory                      16,390                    -
      Reorganization and acquisition-related
        integration costs                                        2,928                    -
       Loss on early extinguishment of debt                      6,046                    -
                                                        ----------------     ----------------
As Adjusted EBITDA                                           $  52,517            $  22,288
                                                        ================     ================






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