[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. ###
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Jarden (JAH) Inactive 8-KEntry into a Material Definitive Agreement
Filed: 5 May 05, 12:00am