[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
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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."
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"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.
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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.
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JARDEN CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)
(in thousands)
AS OF
---------------------------------------
MARCH 31, DECEMBER 31,
2005 2004 (3)
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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
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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
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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
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Total current liabilities 539,939 153,691
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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
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Total non-current liabilities 1,411,747 554,739
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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
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Total stockholders' equity 509,975 333,951
------------------ -----------------
Total liabilities and stockholders' equity $ 2,642,675 $ 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
----------------------------------
MARCH 31, MARCH 31,
2005 2004 (3)
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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)
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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)
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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.
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JARDEN CORPORATION
NET SALES AND OPERATING EARNINGS BY SEGMENT (UNAUDITED)
(in thousands)
THREE MONTHS ENDED
---------------------------------
MARCH 31, MARCH 31,
2005 2004
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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)
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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).
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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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