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 14, 2006

Jarden Corporation

(Exact name of registrant as specified in its charter)

Delaware	0-21052	35-1828377
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer 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 2.02 Results of Operations and Financial Condition.

On February 14, 2006, we issued a press release announcing our financial results for the year ended December 31, 2005. A copy of our press release announcing our earnings results for the fiscal year ended December 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 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 within the earnings release of the non-GAAP financial measures to the most directly comparable GAAP financial measures.

To supplement our consolidated financial statements presented in accordance with GAAP, the Company uses non-GAAP measures of net income and diluted earnings per share. These non-GAAP measures are provided 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, loss on early extinguishment of debt and non-cash compensation costs 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 anticipated to be discussed during our February 14, 2006 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, loss on early extinguishment of debt and non-cash compensation costs, 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, loss on early extinguishment of debt and non-cash compensation costs 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.

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
99.1	Press Release of Jarden Corporation, dated February 14, 2006, with respect to our financial results for the fiscal year ended December 31, 2005 (furnished only).
99.2	Reconciliation of Non-GAAP financial measures to the most directly comparable GAAP financial measures (furnished only).

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 14, 2006

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

EXHIBIT INDEX

Number	Exhibit
99.1	Press Release of Jarden Corporation, dated February 14, 2006, with respect to our financial results for the fiscal year ended December 31, 2005 (furnished only).
99.2	Reconciliation of Non-GAAP financial measures to the most directly comparable GAAP financial measures (furnished only).

EX-99.1

Exhibit 99.1

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
	212-850-5600

FOR IMMEDIATE RELEASE

JARDEN REPORTS 2005 YEAR END AND FOURTH QUARTER RESULTS

RYE, NY – February 14, 2006 – Jarden Corporation (NYSE:JAH) today reported its financial results for the quarter and year ended December 31, 2005.

For the year ended December 31, 2005, net sales increased 280% to $3.2 billion compared to $839 million for the same period in the previous year. Net income for 2005 increased by 43.2% to $60.7 million from $42.4 million in 2004. Income available to common stockholders was $12.1 million or $0.22 per diluted share for the year ended December 31, 2005, compared to income available to common stockholders of $42.4 million or $0.99 per diluted share in 2004. On a non-GAAP basis, adjusted net income was $138.5 million or $2.14 per diluted share for the year ended December 31, 2005.

Fourth quarter net sales increased 312% to $975 million compared to $237 million for the same period last year. Net income for the fourth quarter of 2005 increased to $2.5 million from a net loss of $3.4 million for the same period last year. Income available to common stockholders for the fourth quarter of 2005 was $2.5 million or $0.04 per diluted share compared to a net loss of $(0.08) per diluted share in 2004. On a non-GAAP basis, adjusted net income was $33.8 million or $0.50 per diluted share for the three months ended December 31, 2005. Please see the schedule accompanying this release for the reconciliation of GAAP to non-GAAP net income and diluted earnings per common share. Our results of operations include the US Playing Card, American Household and Holmes Group businesses from their dates of acquisition, which were June 2004, January 2005 and July 2005, respectively.

Martin E. Franklin, Chairman and Chief Executive Officer, commented, “2005 was a year of significant positive change for Jarden Corporation with the acquisitions of both American Household and Holmes. We added tremendous brands to our portfolio, including, Bionaire®, Coleman®, Crock-Pot®, First Alert®, Mr. Coffee®, Oster®, Rival® and Sunbeam® to name just a few. Additionally, we have expanded distribution channels domestically and internationally, added talented employees to our team and strengthened our foundation for profitable future growth.”

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Mr. Franklin continued, “Overall the year end results were in line with the estimates we provided in January. With the results now finalized, I am pleased to report that our cash flow from operations was significantly stronger than our original estimates, with over $250 million generated during the fourth quarter. This strong cash flow will help fuel future growth opportunities in our business. Our plan for 2006 and beyond is unchanged, as we continue to focus on expanding margins, increasing the top-line through new product introductions and leveraging the ongoing integration of the businesses we acquired in 2005 into the overall Jarden structure. We believe we are on track to achieve our three to five year goals outlined at the beginning of 2005 and the businesses all have significant momentum coming into the new year. Our brands are the cornerstones of many of our retailers’ strategies for innovation in the categories we serve.”

Mr. Franklin concluded, “Recently, we have been subjected to a group of purported class action lawsuits. We believe these lawsuits are totally without merit and our intention is to vigorously contest these claims, while staying focused on our primary responsibility to our shareholders, employees and customers. To that end, we will continue to concentrate on delivering strong operating results, which we believe is the best way to create long-term shareholder value.”

The Company will be holding a conference call at 9:45 a.m. (EST) today, February 14, 2006, 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 online until February 28, 2006.

Jarden Corporation is a leading provider of niche consumer products used in and around the home. Jarden operates in three primary business segments through a number of well recognized brands, including: Branded Consumables: Ball®, Bee®, Bicycle®, Crawford®, Diamond®, First Alert®, Forster®, Hoyle®, Kerr®, Lehigh®, Leslie-Locke® and Loew-Cornell®; Consumer Solutions: Bionaire®, Crock-Pot®, FoodSaver®, Harmony®, Health o meter®, Holmes®, Mr. Coffee®, Oster®, Patton®, Rival®, Seal-a-Meal®, Sunbeam®, VillaWare® and White Mountain^™; and Outdoor Solutions: Campingaz® and Coleman®. Headquartered in Rye, N.Y., Jarden has over 17,500 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, earnings per share, future cash flows from operations, future revenues and margin requirement and expansion, the success of new product introductions, growth in costs and expenses and the impact of acquisitions, divestitures, restructurings and other unusual items, including Jarden’s ability to integrate and obtain the anticipated results and synergies from its acquisitions. 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.

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Jarden Corporation

Consolidated Statements of Operations (Unaudited)

(in thousands, except share and per share data)

	Three Months Ended December 31,
	2005							2004
	As Reported (GAAP)		Adjustments (1)(4)			As Adjusted (Non-GAAP) (1)(4)		As Reported (GAAP) (2)(3)
Net sales	$	975,398	$	—		$	975,398	$	236,670
Costs and expenses:
Cost of sales		744,706		(4,410	)		740,296		158,884
Gross profit		230,692		4,410			235,102		77,786
Selling, general and administrative expenses		187,075		(31,841	)		155,234		74,925
Reorganization and acquisition-related integration costs		13,019		(13,019	)		—		—
Operating earnings		30,598		49,270			79,868		2,861
Interest expense, net		26,660		—			26,660		8,353
Loss on early extinguishment of debt		—		—			—		—
Income (loss) before taxes		3,938		49,270			53,208		(5,492	)
Income tax provision (benefit)		1,471		17,984			19,455		(2,087	)
Net income (loss)		2,467	$	31,286		$	33,753		(3,405	)
Paid in-kind dividends on Series B preferred stock		—							—
Income (loss) available to common stockholders	$	2,467						$	(3,405	)
Earnings (loss) per share:
Basic	$	0.04						$	(0.08	)
Diluted	$	0.04						$	(0.08	)
Weighted average shares outstanding (in millions):
Basic		65.6							42.0
Diluted		67.8							43.6
Net income (loss) (from above)						$	33,753	$	(3,405	)
Diluted weighted average shares outstanding							67.8		43.6
Diluted earnings (loss) per share (as adjusted)						$	0.50	$	(0.08	)

See Notes to Earnings Release attached

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Jarden Corporation

Consolidated Statements of Income (Unaudited)

(in thousands, except share and per share data)

	Year Ended December 31,
	2005								2004
	As Reported (GAAP)			Adjustments (1)(4)			As Adjusted (Non-GAAP) (1)(4)		As Reported (GAAP) (2)(3)
Net sales	$	3,189,066		$	—		$	3,189,066	$	838,609
Costs and expenses:
Cost of sales		2,402,228			(24,959	)		2,377,269		563,210
Gross profit		786,838			24,959			811,797		275,399
Selling, general and administrative expenses		571,732			(62,368	)		509,364		179,316
Reorganization and acquisition-related integration costs		29,074			(29,074	)		—		—
Operating earnings		186,032			116,401			302,433		96,083
Interest expense, net		84,318			—			84,318		27,608
Loss on early extinguishment of debt		6,046			(6,046	)		—		—
Income before taxes		95,668			122,447			218,115		68,475
Income tax provision		34,952			44,693			79,645		26,041
Net income		60,716		$	77,754		$	138,470		42,434
Paid in-kind dividends on Series B & C preferred stock		(9,688	)							—
Charge from beneficial conversion on Series B and Series C preferred stock		(38,952	)							—
Income available to common stockholders	$	12,076							$	42,434
Earnings per share:
Basic	$	0.23							$	1.03
Diluted	$	0.22							$	0.99
Weighted average shares outstanding (in millions):
Basic		52.9								41.0
Diluted		55.0								42.7
Net income (from above)							$	138,470	$	42,434
Diluted weighted average shares outstanding								55.0		42.7
Add back: Conversion of Series B and Series C preferred stock and accrued dividends thereon into common stock as if converted at the beginning of the period								9.6		—
Adjusted diluted weighted average shares outstanding								64.6		42.7
Diluted earnings per share (as adjusted)							$	2.14	$	0.99

See Notes to Earnings Release attached

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Jarden Corporation

Condensed Consolidated Balance Sheets (Unaudited)

(in thousands)

	As of
	December 31, 2005		December 31, 2004
Assets
Current assets:
Cash and cash equivalents	$	237,093	$	20,665
Accounts receivable, net		546,947		127,468
Inventories		566,349		154,180
Other current assets		121,400		32,749
Total current assets		1,471,789		335,062
Non-current assets:
Property, plant and equipment, net		320,553		85,429
Goodwill and intangibles, net		1,768,543		602,383
Other assets		53,025		19,507
Total assets	$	3,613,910	$	1,042,381
Liabilities and stockholders’ equity
Current liabilities:
Short-term debt and current portion of long-term debt	$	18,377	$	16,951
Accounts payable		260,155		48,910
Deferred consideration for acquisitions		—		28,995
Other current liabilities		364,431		58,835
Total current liabilities		642,963		153,691
Non-current liabilities:
Long-term debt		1,523,050		470,500
Deferred consideration for acquisitions		—		10,250
Other non-current liabilities		444,051		73,989
Total non-current liabilities		1,967,101		554,739
Commitments and contingencies		—		—
Stockholders’ equity		1,003,846		333,951
Total liabilities and stockholders’ equity	$	3,613,910	$	1,042,381

See Notes to Earnings Release attached

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Jarden Corporation

Condensed Consolidated Statements of Cash Flows (Unaudited)

(in thousands)

	Three Months Ended			Year Ended
	December 31, 2005			December 31, 2005			December 31, 2004
Cash flows from operating activities:
Net income	$	2,467		$	60,716		$	42,434
Reconciliation of net income to net cash provided by operating activities:
Depreciation and amortization		16,786			57,647			19,175
Manufacturer’s profit in acquired inventory		1,880			22,429			—
Non-cash compensation		31,841			62,884			32,455
Other non-cash items		640			29,673			10,837
Changes in assets and liabilities, net of effects from acquisitions:
Accounts receivable		70,567			(93,323	)		(9,939	)
Inventory		133,095			59,401			(26,343	)
Accounts payable		(31,226	)		28,492			7,514
Other assets and liabilities		28,989			12,775			(5,718	)
Net cash provided by operating activities		255,039			240,694			70,415
Cash flows from financing activities:
Proceeds from revolving credit borrowings		169,200			296,498			72,250
Payments on revolving credit borrowings		(195,900	)		(296,498	)		(72,254	)
Proceeds from issuance of long-term debt		—			1,330,000			116,000
Payments on long-term debt		(59,139	)		(369,851	)		(13,684	)
Payment on seller note		—			—			(5,400	)
Proceeds from issuance of stock, net of transaction fees		—			350,296			—
Repurchase of common stock and shares tendered for restricted stock lapses		(29,357	)		(35,368	)		—
Proceeds from recouponing of interest rate swaps		16,818			16,818			—
Debt issuance costs		(1,164	)		(21,041	)		(2,252	)
Other borrowings, net		77,298			68,443			3,406
Net cash (used in) provided by financing activities		(22,244	)		1,339,297			98,066
Cash flows from investing activities:
Additions to property, plant and equipment		(41,129	)		(77,672	)		(10,761	)
Acquisition of businesses, net of cash acquired		(18,836	)		(1,289,614	)		(258,008	)
Other		7,101			6,951			(4,447	)
Net cash used in investing activities		(52,864	)		(1,360,335	)		(273,216	)
Effect of exchange rate changes on cash		(2,980	)		(3,228	)		—
Net increase (decrease) in cash and cash equivalents		176,951			216,428			(104,735	)
Cash and cash equivalents at beginning of period		60,142			20,665			125,400
Cash and cash equivalents at end of period	$	237,093		$	237,093		$	20,665

See Notes to Earnings Release attached

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Jarden Corporation

Net Sales and Operating Earnings by Segment (Unaudited)

(in millions)

	Three Months Ended						Year Ended
	December 31, 2005			December 31, 2004			December 31, 2005			December 31, 2004
Net sales:
Branded consumables (a)	$	131.5		$	123.1		$	560.2		$	473.1
Consumer solutions (b)		676.8			82.7			1,642.1			222.1
Outdoor solutions (c)		125.0			—			820.7			—
Other		58.0			41.8			233.6			195.6
Intercompany eliminations (f)		(15.9	)		(10.9	)		(67.5	)		(52.2	)
Total net sales	$	975.4		$	236.7		$	3,189.1		$	838.6
Operating earnings:
Branded consumables (a)(e)	$	15.9		$	16.3		$	78.5		$	75.7
Consumer solutions (b)(d)(e)		73.1			17.7			137.4			37.0
Outdoor solutions (c)(d)(e)		(17.7	)		—			41.8			—
Other		4.2			0.9			19.1			15.8
Intercompany eliminations (f)		—			0.4			—			—
Unallocated costs (g)		(44.9	)		(32.4	)		(90.8	)		(32.4	)
Total operating earnings	$	30.6		$	2.9		$	186.0		$	96.1

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

(b) The Jarden Consumer Solutions business acquired with the acquisition of American Household, Inc. (the “AHI Acquisition”) is included in the consumer solutions segment effective January 24, 2005, and the Holmes business acquired with the acquisition of The Holmes Group (the “THG Acquisition”) is included in the consumer solutions segment effective July 18, 2005.

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

(d) For the three months ended December 31, 2005, the operating earnings of the consumer solutions segment reflects $1.9 million of purchase accounting adjustments for manufacturer’s profit in inventory and $1.6 million relates to the write-off of inventory relating to reorganization and acquisition-related integration initiatives that had the effect of reducing the operating earnings as presented. For the three months ended December 31, 2005, the operating earnings of the outdoor solutions segment reflects a $0.9 million write-off of inventory relating to reorganization and acquisition-related integration initiatives that had the effect of reducing the operating earnings as presented.

(e) For the year ended December 31, 2005, the operating earnings of branded consumables, consumer solutions and outdoor solutions segments reflect $0.2 million, $12.4 million and $9.8 million, respectively, of purchase accounting adjustments for manufacturer’s profit in inventory that had the effect of reducing the operating earnings as presented for each of these segments. For the year ended December 31, 2005, the consumer solutions and outdoor solutions segment reflect $1.6 million and $0.9 million, respectively, of write-offs of inventory relating to reorganization and acquisition-related integration initiatives that had the effect of reducing the operating earnings as presented.

(f) Intersegment sales are recorded at cost plus an agreed upon profit on sales.

(g) For the three month period ended December 31, 2005, unallocated costs include $13.0 million of reorganization and acquisition-related integration costs and $31.8 million of non-cash compensation related to the issuance of stock options and restricted shares of Company common stock. For the year ended December 31, 2005, unallocated costs include $29.1 million of reorganization and acquisition-related integration costs and $62.4 million of non-cash compensation related to the expensing of stock options and restricted shares of Company common stock.

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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 and year ended December 31, 2005. For the three months ended December 31, 2005, adjustments to net income consist of purchase accounting adjustments of $1.9 million of manufacturer’s profit in inventory, $2.5 million of write-offs of inventory related to reorganization and acquisition-related integration initiatives, $13.0 million of reorganization and acquisition-related integration costs and $31.8 million of non-cash compensation costs recorded related to the issuance of restricted shares of Company common stock to employees and the early adoption of Statement of Financial Accounting Standards No. 123 (revised 2004) “Share Based Payment”. For the year ended December 31, 2005, adjustments to net income consist of purchase accounting adjustments for $22.4 million of manufacturer’s profit in inventory, $2.5 million of write offs of inventory related to reorganization and acquisition-related integration initiatives, $62.4 million of compensation costs recorded related to the issuance of restricted shares of Company common stock to employees and the early adoption of Statement of Financial Accounting Standards No. 123 (revised 2004) “Share Based Payment,” $29.1 million of reorganization and acquisition-related integration costs and $6.0 million of loss on early extinguishment of debt.

For the year ended December 31, 2005, adjustments to the diluted weighted average shares outstanding consist of the dilutive effect of the inclusion of Series B and Series C preferred stock common stock equivalents. Both the Series B and Series C preferred common stock equivalent adjustment amounts are calculated on an if-converted basis as of the beginning of the year ended December 31, 2005, to the extent such amounts are not already included in calculating the actual weighted average shares.

Note 2: There were no items excluded from the “as reported” results for the three and twelve month periods ended December 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, non-cash compensation expenses 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.

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EX-99.2

Exhibit 99.2

	Three Months Ended					Years Ended
Reconciliation of Non-GAAP measures: (in thousands)	December 31, 2005		December 31, 2004			December 31, 2005		December 31, 2004
Net income (loss)	$	2,467	$	(3,405	)	$	60,716	$	42,434
Income tax provision (benefit)		1,471		(2,087	)		34,952		26,041
Interest expense, net		26,660		8,353			84,318		27,608
Depreciation and amortization		16,786		4,417			57,647		19,175
Earnings before interest, taxes, depreciation and amortization (“EBITDA”)		47,384		7,278			237,633		115,258
Other adjustments:
Purchase accounting adjustment for manufacturer’s profit in inventory		1,880		—			22,429		—
Write offs of inventory related to reorganization and acquisition-related initiatives		2,530		—			2,530
Reorganization and acquisition-related integration costs		13,019		—			29,074		—
Loss on early extinguishment of debt		—		—			6,046		—
Non-cash compensation costs		31,841		32,018			62,368		32,231
As Adjusted EBITDA	$	96,654	$	39,296		$	360,080	$	147,489