Back to GetFilings.com
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-Q
XX QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
--- OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended MARCH 31, 2004
-------------------
OR
___ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from _________ to _________
JARDEN CORPORATION
DELAWARE 0-21052 35-1828377
State of Incorporation Commission File Number IRS Identification Number
555 THEODORE FREMD AVENUE
RYE, NEW YORK 10580
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (914) 967-9400
----------------------------------------------------------------------------
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes X No
Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Exchange Act).
Yes X No
----- ----
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.
Class Outstanding at April 30, 2004
----- -----------------------------
Common Stock,
par value $.01 per share 27,198,654 shares
JARDEN CORPORATION
Quarterly Report on Form 10-Q
For the three month period ended March 31, 2004
INDEX
Page Number
-----------
PART I. FINANCIAL INFORMATION:
Item 1. Financial Statements (Unaudited)
Condensed Consolidated Statements of Income for the three month
periods ended March 31, 2004 and March 31, 2003 3
Condensed Consolidated Statements of Comprehensive Income for the
three month periods ended March 31, 2004 and March 31, 2003 4
Condensed Consolidated Balance Sheets at March 31, 2004 and
December 31, 2003 5
Condensed Consolidated Statements of Cash Flows for the three
month periods ended March 31, 2004 and March 31, 2003 6
Notes to Condensed Consolidated Financial Statements 7
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 12
Item 3. Quantitative and Qualitative Disclosures About
Market Risk 15
Item 4. Controls and Procedures 16
PART II. OTHER INFORMATION:
Item 1. Legal Proceedings 17
Item 5. Other Information 17
Item 6. Exhibits and Reports on Form 8-K 18
Signature
Certifications
2
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
JARDEN CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(UNAUDITED)
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
THREE MONTH PERIOD ENDED
----------------------------
MARCH 31, MARCH 31,
2004 2003
-------------- -------------
Net sales.......................................... $ 158,260 $ 97,396
Costs and expenses:
Cost of sales................................... 107,019 59,026
Selling, general and administrative expenses.... 33,466 27,459
-------------- -------------
Operating earnings................................. 17,775 10,911
Interest expense, net.............................. 5,620 3,952
-------------- -------------
Income before taxes................................ 12,155 6,959
Provision for income taxes......................... 4,643 2,728
-------------- -------------
Net income......................................... $ 7,512 $ 4,231
============== =============
Basic earnings per share........................... $ 0.28 $ 0.20
Diluted earnings per share......................... $ 0.27 $ 0.19
Weighted average shares outstanding:
Basic.......................................... 27,045 21,388
Diluted........................................ 28,192 22,216
See accompanying notes to condensed consolidated financial statements.
3
JARDEN CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF
COMPREHENSIVE INCOME
(UNAUDITED)
(IN THOUSANDS)
THREE MONTH PERIOD ENDED
---------------------------
MARCH 31, MARCH 31,
2004 2003
------------ ------------
Net income................................... $ 7,512 $ 4,231
Foreign currency translation................. (204) 1,378
Unrealized loss on interest rate swaps....... (8) -
------------ ------------
Comprehensive income......................... $ 7,300 $ 5,609
============ ============
See accompanying notes to condensed consolidated financial statements.
4
JARDEN CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
MARCH 31, DECEMBER 31,
2004 2003
---------------- ----------------
(Unaudited) (Note 1)
ASSETS
Current assets:
Cash and cash equivalents.................................. $ 82,351 $ 125,400
Accounts receivable, net................................... 88,579 93,690
Inventories, net........................................... 133,189 105,573
Other current assets....................................... 24,219 22,456
---------------- ----------------
Total current assets............................... 328,338 347,119
---------------- ----------------
Non-current assets:
Property, plant and equipment, at cost..................... 186,347 188,823
Accumulated depreciation................................... (113,578) (109,704)
---------------- ----------------
72,769 79,119
Goodwill................................................... 273,665 236,413
Other intangible assets, net............................... 82,927 79,413
Other assets............................................... 18,429 17,610
---------------- ----------------
Total assets................................................... $ 776,128 $ 759,674
================ ================
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Short-term debt and current portion of long-term debt...... $ 18,249 $ 17,512
Accounts payable........................................... 43,867 34,211
Other current liabilities.................................. 51,145 53,357
---------------- ----------------
Total current liabilities.......................... 113,261 105,080
---------------- ----------------
Non-current liabilities:
Long-term debt............................................. 370,615 369,870
Other non-current liabilities.............................. 32,888 34,819
---------------- ----------------
Total non-current liabilities...................... 403,503 404,689
---------------- ----------------
Commitments and contingencies.................................. - -
Stockholders' equity:
Common stock ($.01 par value, 28,720 and 28,720 shares issued
and 27,190 and 27,007 shares outstanding at March 31,
2004 and December 31, 2003, respectively)............. 287 287
Additional paid-in capital................................. 165,842 165,056
Retained earnings.......................................... 108,324 100,811
Other stockholders' equity................................. (15,089) (16,249)
---------------- ----------------
Total stockholders' equity........................ 259,364 249,905
---------------- ----------------
Total liabilities and stockholders' equity..................... $ 776,128 $ 759,674
================ ================
See accompanying notes to condensed consolidated financial statements.
5
JARDEN CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
(IN THOUSANDS)
THREE MONTH PERIOD ENDED
----------------------------
MARCH 31, MARCH 31,
2004 2003
----------- -----------
Net cash (used in) provided by operations.......................... $ (595) $ 6,435
Financing activities:
Proceeds from revolving credit borrowings..................... - 48,000
Payments on revolving credit borrowings....................... - (19,500)
Proceeds from issuance of long-term debt...................... - 10,000
Payments on seller notes...................................... - (10,000)
Payments on long-term debt.................................... (2,645) (1,514)
Other......................................................... 1,261 2,858
----------- -----------
Net cash (used in) provided by financing activities........ (1,384) 29,844
----------- -----------
Investing activities:
Additions to property, plant and equipment..................... (1,288) (1,828)
Acquisition of businesses, net of cash acquired of $685 and
$468 in 2004 and 2003, respectively......................... (39,315) (85,257)
Other, net..................................................... (467) 4
----------- -----------
Net cash used in investing activities....................... (41,070) (87,081)
----------- -----------
Decrease in cash and cash equivalents.............................. (43,049) (50,802)
Cash and cash equivalents at beginning of period................... 125,400 56,779
----------- -----------
Cash and cash equivalents at end of period......................... $ 82,351 $ 5,977
=========== ===========
See accompanying notes to condensed consolidated financial statements.
6
JARDEN CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
1. BASIS OF PRESENTATION
The accompanying unaudited condensed consolidated financial statements have
been prepared in accordance with generally accepted accounting principles
in the United States for interim financial information and with the
instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly,
they do not include all of the information and footnotes required by
generally accepted accounting principles in the United States for complete
financial statements. In the opinion of management, all adjustments
considered necessary for a fair presentation have been included. Results of
operations for the periods shown are not necessarily indicative of results
for the year, particularly in view of the varying seasonality of certain of
our product line sales.
The balance sheet at December 31, 2003 has been derived from the audited
financial statements at that date but does not include all of the
information and footnotes required by generally accepted accounting
principles in the United States for complete financial statements.
For further information, refer to the consolidated financial statements and
footnotes thereto included in Jarden Corporation's (the "Company") annual
report on Form 10-K for the year ended December 31, 2003.
2. STOCK OPTIONS
The Company accounts for the issuance of stock options using the intrinsic
value method in accordance with Accounting Principles Board ("APB") No. 25,
Accounting for Stock Issued to Employees, and related interpretations.
Generally for the Company's stock option plans, no compensation cost is
recognized in the Consolidated Statements of Income because the exercise
price of the Company's stock options equals the market price of the
underlying stock on the date of grant.
Had compensation cost for the Company's stock option plans been determined
based on the fair value at the grant dates for awards under those plans,
the Company's net income and earnings per share would have been reduced to
the pro forma amounts indicated (in thousands, except per share data):
THREE MONTH PERIOD ENDED
-------------------------------
MARCH 31, 2004 MARCH 31, 2003
--------------- ---------------
Net income, as reported............................................ $ 7,512 $ 4,231
Deduct: Total stock-based employee compensation expense
determined under fair value based method for all awards,
net of related tax effects................................. (625) (423)
---------------- ---------------
Pro forma net income............................................... $ 6,887 $ 3,808
================ ===============
Basic earnings per share:
As reported................................................... $ 0.28 $ 0.20
Pro forma..................................................... $ 0.25 $ 0.18
Diluted earnings per share:
As reported................................................... $ 0.27 $ 0.19
Pro forma..................................................... $ 0.24 $ 0.17
The Company granted 40,000 stock options, including a grant of 25,000 stock
options to an executive officer of the Company, in the three month period
ended March 31, 2004. The stock options that were granted have a four year
vesting period. The fair value of each option granted is estimated on the
date of grant using the Black-Scholes option-pricing model with the
following weighted-average assumptions used for grants in 2004: no dividend
yield, expected volatility of 33 percent, risk-free interest rate of 3.9
percent and expected life of 7.5 years. There were no stock option grants
in the first quarter of 2003.
7
3. INVENTORIES
Inventories at March 31, 2004 and December 31, 2003 were comprised of the
following (in thousands):
MARCH 31, DECEMBER 31,
2004 2003
--------------- --------------
Raw materials and supplies..................... $ 19,269 $ 15,254
Work in process................................ 7,518 6,653
Finished goods................................. 106,402 83,666
--------------- --------------
Total inventories......................... $133,189 $105,573
=============== ==============
4. ACQUISITIONS
On September 2, 2003, the Company acquired all of the issued and
outstanding stock of Lehigh Consumer Products Corporation and its
subsidiary ("Lehigh" and the "Lehigh Acquisition"). Lehigh is the largest
supplier of rope, cord and twine for the U.S. consumer marketplace and a
leader in innovative storage and organization products and workshop
accessories for the home and garage as well as in the security screen door
and ornamental metal fencing market. The purchase price of the transaction
was approximately $157.6 million, including transaction expenses. Lehigh is
included in the branded consumables segment from September 2, 2003 (see
Note 9).
In connection with the Lehigh Acquisition, the Company has preliminarily
allocated $109.1 million to goodwill and $3.4 million to trademarks.
Certain working capital allocations are preliminary and will be finalized
by the Company within one year of the date of acquisition. The intangible
assets recorded are fully deductible for income tax purposes but are not
subject to book amortization.
On February 7, 2003, the Company completed its acquisition of the business
of Diamond Brands International, Inc. and its subsidiaries ("Diamond
Brands" and the "Diamond Acquisition"), a manufacturer and distributor of
niche household products, including clothespins, kitchen matches, plastic
cutlery and toothpicks under the Diamond(R) and Forster(R) trademarks. The
purchase price of this transaction was approximately $91.5 million,
including transaction expenses. The acquired plastic manufacturing
operation is included in the plastic consumables segment from February 1,
2003 and the acquired wood manufacturing operation and branded product
distribution business is included in the branded consumables segment from
February 1, 2003 (see Note 9).
The following unaudited pro forma financial information gives pro forma
effect to the Lehigh Acquisition and the Diamond Acquisition with the
related financings as if they had been consummated as of the beginning of
the period presented. The pro forma net income for the three month period
ended March 31, 2003, includes $1.5 million of reorganization expenses
incurred by Diamond Brands prior to February 7, 2003 (in thousands, except
per share data):
THREE MONTH
PERIOD ENDED
MARCH 31,
2003
--------------
Net sales...................................... $ 133,215
Net income..................................... 5,561
Diluted earnings per share..................... $ 0.25
In the first quarter of 2004, the Company completed its acquisition of
Loew-Cornell, Inc. ("Loew-Cornell"), an arts and crafts paintbrush
distributor. The acquired business is included in the branded consumables
segment from March 18, 2004. The results of Loew-Cornell did not have a
material effect on the Company's results of operations for the three month
period ended March 31, 2004 and are not included in the pro forma financial
information presented herein.
5. DEBT AND DERIVATIVE FINANCIAL INSTRUMENTS
As of March 31, 2004, the Company had $196.9 million outstanding under its
term loan facilities and no outstanding amounts under the revolving credit
facility. As of March 31, 2004, net availability under the revolving credit
agreement
8
was approximately $64.3 million, after deducting $5.7 million of issued
letters of credit. The Company is required to pay commitment fees on the
unused balance of the revolving credit facility.
As of March 31, 2004, the Company's long-term debt included approximately
$6.7 million of debt balances that will not require cash settlement,
arising from interest rate swap transactions that the Company had entered
into in prior years. As of March 31, 2004, the fair market value of the
Company's interest rate swaps, which are accounted for as fair value
hedges, was approximately $1.0 million and are included as an asset in the
Condensed Consolidated Balance Sheet, with a corresponding offset to
long-term debt.
6. CONTINGENCIES
The Company is involved in various legal disputes in the ordinary course of
business. In addition, the Environmental Protection Agency has designated
the Company as a potentially responsible party, along with numerous other
companies, for the clean up of several hazardous waste sites. Based on
currently available information, the Company does not believe that the
disposition of any of the legal or environmental disputes the Company is
currently involved in will have a material adverse effect upon the
financial condition, results of operations, cash flows or competitive
position of the Company. It is possible, that as additional information
becomes available, the impact on the Company of an adverse determination
could have a different effect.
7. EQUITY
During the first quarter of 2004, the Company issued 24,750 restricted
shares of common stock to certain employees under the Company's 2003 Stock
Incentive Plan. The restrictions on these shares will lapse ratably over
five years of employment with the Company. The Company did not grant any
restricted shares of common stock during the first quarter of 2003.
8. EARNINGS PER SHARE CALCULATION
Basic earnings per share are computed by dividing net income by the
weighted average number of common shares outstanding for the period.
Diluted earnings per share are calculated based on the weighted average
number of outstanding common shares plus the dilutive effect of stock
options as if they were exercised and restricted common stock. A
computation of earnings per share is as follows (in thousands, except per
share data):
THREE MONTH PERIOD ENDED
--------------------------
MARCH 31, MARCH 31,
2004 2003
------------ ------------
Net income.................................................... $ 7,512 $ 4,231
------------ ------------
Weighted average shares outstanding........................... 27,045 21,388
Additional shares assuming conversion of
stock options and restricted stock....................... 1,147 828
------------ ------------
Weighted average shares outstanding assuming conversion....... 28,192 22,216
------------ ------------
Basic earnings per share...................................... $ 0.28 $ 0.20
Diluted earnings per share.................................... $ 0.27 $ 0.19
9. SEGMENT INFORMATION
The Company reports four business segments: branded consumables, consumer
solutions, plastic consumables and other.
In the branded consumables segment, the Company markets, distributes and in
certain cases manufactures a broad line of branded products that includes
arts and crafts paintbrushes, clothespins, food preparation kits, home
canning jars, jar closures, kitchen matches, other craft items, plastic
cutlery, rope, cord and twine, storage and workshop accessories, toothpicks
and other accessories marketed under the Ball(R), Bernardin(R),
Crawford(R), Diamond(R), Forster(R), Kerr(R), Lehigh(R), Leslie-Locke(R)
and Loew-Cornell(R) brand names. As discussed in Note 4, the Diamond Brands
wood manufacturing operation and branded product distribution business, the
Lehigh home improvement business and the Loew-Cornell arts and crafts
business have been included in the branded consumables segment effective
February 1, 2003, September 2, 2003, and March 18, 2004, respectively. In
the consumer solutions segment, the Company sources, markets and
distributes an array of innovative kitchen products under the market
leading FoodSaver(R) brand name, as well as the VillaWare(R) brand name.
The plastic consumables segment manufactures, markets and distributes a
wide variety of consumer and medical plastic products, including products
sold to retailers by the Company's branded consumables segment (plastic
cutlery) and
9
consumer solutions segment (containers). As discussed in Note 4, the
Diamond Brands plastic manufacturing operation is included in the plastic
consumables segment effective February 1, 2003. The other segment is
primarily a producer of zinc strip. Net sales, operating earnings,
depreciation and amortization, and assets employed in operations by segment
are summarized as follows (in thousands):
THREE MONTH PERIOD ENDED
--------------------------------------
MARCH 31, MARCH 31,
2004 2003
------------------ -------------------
Net sales:
Branded consumables (1)....................... $ 74,898 $ 30,169
Consumer solutions............................ 45,110 40,876
Plastic consumables (2)....................... 33,650 23,496
Other......................................... 18,805 8,618
Intercompany (3).............................. (14,203) (5,763)
------------------ -------------------
Total net sales......................... $ 158,260 $ 97,396
================== ===================
Operating earnings:
Branded consumables (1)....................... $ 6,293 $ 1,259
Consumer solutions............................ 6,397 6,944
Plastic consumables (2)....................... 2,806 2,438
Other......................................... 2,864 964
Intercompany.................................. (585) (694)
------------------ -------------------
Total operating earnings................ 17,775 10,911
Interest expense, net.............................. 5,620 3,952
------------------ -------------------
Income before taxes................................ $ 12,155 $ 6,959
================== ===================
Depreciation and amortization:
Branded consumables (1)....................... $ 1,277 $ 817
Consumer solutions............................ 849 512
Plastic consumables (2)....................... 1,864 1,496
Other......................................... 491 532
Corporate..................................... 32 28
------------------ -------------------
Total depreciation and amortization..... $ 4,513 $ 3,385
================== ===================
AS OF
--------------------------------------
MARCH 31, DECEMBER 31,
2004 2003
------------------ -------------------
Assets employed in operations:
Branded consumables (1)....................... $ 375,453 $ 310,451
Consumer solutions............................ 200,435 216,289
Plastic consumables (2)....................... 61,686 62,623
Other......................................... 19,299 13,867
------------------ -------------------
Total assets employed in operations...... 656,873 603,230
Corporate (4)................................ 119,255 156,444
------------------ -------------------
Total assets............................. $ 776,128 $ 759,674
================== ===================
(1) The Loew-Cornell business, Lehigh business and the Diamond Brands wood
manufacturing operation and branded product distribution business are
included in the branded consumables segment effective March 18, 2004,
September 2, 2003 and February 1, 2003, respectively.
(2) The Diamond Brands plastic manufacturing operation is included in the
plastic consumables segment effective February 1, 2003.
(3) Intersegment sales are recorded at cost plus an agreed upon
intercompany profit on intersegment sales.
(4) Corporate assets primarily include cash and cash equivalents, amounts
relating to benefit plans, deferred tax assets and corporate facilities and
equipment.
10
Within the branded consumables segment are three product lines: kitchen
products, home improvement products, and other specialty products. Kitchen
products include food preparation kits, home canning and accessories,
kitchen matches, plastic cutlery, straws and toothpicks. Net sales of
kitchen products were $37.3 million and $25.6 million for the three month
periods ended March 31, 2004 and 2003, respectively. Home improvement
products include rope, cord and twine, storage and organizational products
for the home and garage and security door and fencing products. Net sales
of home improvement products were $30.5 million for the three month period
ended March 31, 2004. There were no home improvement product sales in the
three month period ended March 31, 2003. Other specialty products include
arts and crafts paintbrushes, book and advertising matches, institutional
plastic cutlery and sticks, laundry care products, lighters and fire
starters, other craft items and other commercial products. Net sales of
other specialty products were $7.1 million and $4.5 million for the three
month periods ended March 31, 2004 and 2003, respectively.
As of March 31, 2004, $225.2 million of the Company's total intangible
assets are included in the assets of the branded consumables segment and
$131.4 million are included in the assets of the consumer solutions
segment. Of such amounts, $203.2 million of the Company's goodwill is
included in the assets of the branded consumables segment and $70.5 million
is included in the assets of the consumer solutions segment.
11
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
The following "Overview" section is a brief summary of the significant issues
addressed in Management's Discussion and Analysis of Financial Condition and
Results of Operations ("MD&A"). Investors should read the relevant sections of
this MD&A for a complete discussion of the issues summarized below.
OVERVIEW
We are a leading provider of niche consumer products used in and around the
home, under well-known brand names including Ball(R), Bernardin(R), Crawford(R),
Diamond(R), FoodSaver(R), Forster(R), Kerr(R), Lehigh(R), Leslie-Locke(R),
Loew-Cornell(R) and VillaWare(R). In North America, we are the market leader in
several consumer categories, including home canning, home vacuum packaging,
kitchen matches, plastic cutlery, rope, cord and twine and toothpicks. We also
manufacture zinc strip and a wide array of plastic products for third party
consumer product and medical companies as well as our own businesses.
Results of Operations
o Our net sales for the first quarter of 2004 increased to $158.3
million or 62.5% over the same period in 2003;
o Our operating income increased by $6.9 million or 62.9% over the same
period in 2003;
o Our net income increased by $3.3 million or 77.5% over the same period
in 2003; and
o The increases to our net sales, operating income and net income are
principally the result of the acquisitions we completed in 2004 and
2003, which are described in detail in "Acquisition Activities" below.
In addition, on an overall basis we had organic growth in each of our
business segments in the first quarter of 2004 compared to the same
period in 2003, most notably in our other segment where we grew net
revenues over 118% compared to the prior year period.
Liquidity and Capital Resources
o We ended the first quarter of 2004 with a stronger balance sheet, as
measured by a lower net debt-to-total capitalization ratio, than as of
December 31, 2003;
o Our liquidity, as measured by cash and cash equivalents on hand and
availability under our debt facility, was lower at March 31, 2004 than
at December 31, 2003, due to the use of cash on hand during the first
quarter of 2004 to fund the acquisition of Loew-Cornell, Inc.
("Loew-Cornell");
o Our cash flows from operations in the first quarter of 2004 was flat
due to the traditional seasonal inventory build in our branded
consumables segment and a decision to carry more inventory of certain
raw materials in order to take advantage of pricing opportunities as
raw material costs have continued to rise during 2004, partially
offset by the customary reduction in the accounts receivable of our
consumer solutions segment during this period; and
o As of March 31, 2004, we had $82.4 million of cash and cash
equivalents on hand and $64.3 million of availability under the
revolving credit facility of our amended and restated senior credit
facility. We are actively seeking acquisition opportunities in 2004
and on February 24, 2004, we executed a securities purchase agreement
to acquire all of the capital stock of Bicycle Holdings, Inc. ("BHI"),
including its wholly owned subsidiary United States Playing Card
Company ("USPC"), a privately held leading producer and distributor of
premium playing cards (see "Financial Condition, Liquidity and Capital
Resources" and Part II. OTHER INFORMATION, Item 5. Other Information).
We intend to use our cash on hand, plus cash generated from operations
and additional capital raised through financing activities to fund any
such acquisitions, including the BHI acquisition if consummated.
We intend for the discussion of our financial condition and results of
operations (including our acquisition activities) that follows to provide
information that will assist in understanding our financial statements, the
changes in certain key items in those financial statements from year to year,
and the primary factors that accounted for those changes, as well as how certain
accounting principles, policies and estimates affect our financial statements.
ACQUISITION ACTIVITIES
We have grown through strategic acquisitions of complementary businesses and by
expanding sales of our existing product lines. Our strategy to achieve future
growth is to sustain profitable internal growth, acquire new businesses or
brands that complement our existing product portfolio and expand our
international business.
On September 2, 2003, we acquired all of the issued and outstanding stock of
Lehigh Consumer Products Corporation and its subsidiary ("Lehigh" and the
"Lehigh Acquisition"). Lehigh is the largest supplier of rope, cord and twine in
the U.S. consumer marketplace and a leader in innovative storage and
organization products and workshop accessories for the home and garage as well
as in the security screen door and ornamental metal fencing market. The purchase
price of the
12
transaction was approximately $157.6 million, including transaction expenses.
Lehigh is included in the branded consumables segment from September 2, 2003.
On February 7, 2003, we completed our acquisition of the business of Diamond
Brands International, Inc. and its subsidiaries ("Diamond Brands" and the
"Diamond Acquisition"), a manufacturer and distributor of niche household
products, including clothespins, kitchen matches, plastic cutlery and toothpicks
under the Diamond(R) and Forster(R) trademarks. The purchase price of this
transaction was approximately $91.5 million, including transaction expenses. The
acquired plastic manufacturing operation is included in the plastic consumables
segment from February 1, 2003. The acquired wood manufacturing operation and
branded product distribution business is included in the branded consumables
segment from February 1, 2003.
For the quarter ended March 31, 2003, pro forma financial information reflecting
the Lehigh Acquisition and the Diamond Acquisition has been included in Note 4
to our Condensed Consolidated Financial Statements.
We also completed one tuck-in acquisition in the first quarter of 2004 and two
tuck-in acquisitions in 2003. In the first quarter of 2004, we completed our
acquisition of Loew-Cornell, a leading marketer and distributor of paintbrushes
and other arts and crafts products. The acquired business is included in the
branded consumables segment from March 18, 2004. In the fourth quarter of 2003,
we completed our acquisition of the VillaWare Manufacturing Company
("VillaWare"). VillaWare's results are included in the consumer solutions
segment from October 3, 2003. In the second quarter of 2003, we completed our
acquisition of O.W.D., Incorporated and Tupper Lake Plastics, Incorporated
(collectively "OWD"). The branded product distribution operation acquired in the
OWD acquisition is included in the branded consumables segment from April 1,
2003. The plastic manufacturing operation acquired in the OWD acquisition is
included in the plastic consumables segment from April 1, 2003.
The results of Loew-Cornell, VillaWare and OWD did not have a material effect on
the Company's results of operations for the three month period ended March 31,
2004 and are not included in the pro forma financial information presented in
Note 4 to our Condensed Consolidated Financial Statements.
RESULTS OF OPERATIONS - COMPARISON OF FIRST QUARTER 2004 TO FIRST QUARTER 2003
We reported net sales of $158.3 million for the first quarter of 2004, a 62.5%
increase from net sales of $97.4 million in the first quarter of 2003.
In the first quarter of 2004, our branded consumables segment reported net sales
of $74.9 million compared to $30.2 million in the first quarter of 2003. This
increase of 148.3% was principally a result of acquisitions. Excluding the
effect of acquisitions, net sales of our branded consumables segment were
slightly higher in the first quarter of 2004 compared to the same period in
2003.
In the first quarter of 2004, our consumer solutions segment reported net sales
of $45.1 million compared to $40.9 million in the same period in 2003. This
increase of 10.3% was principally the result of the acquisition of VillaWare in
the fourth quarter of 2003. Excluding the effect of this acquisition, net sales
of our consumer solutions segment were slightly higher in the first quarter of
2004 compared to the same period in 2003, due to sales volume increases for
FoodSaver(R) machines and increased bag sales.
In the first quarter of 2004, our plastic consumables segment reported net sales
of $33.7 million compared to $23.5 million in the first quarter of 2003. The
principal reason for this increase of 43.2% was intercompany sales generated by
the addition of the plastic manufacturing business acquired in the Diamond
Acquisition. Excluding the effect of acquisitions, net sales of our plastics
consumables segment were slightly higher in the first quarter of 2004 compared
to the same period in 2003 due to increased sales to two large OEM customers.
In the first quarter of 2004, our other segment reported net sales of $18.8
million compared to net sales of $8.6 million in the first quarter of 2003. The
principal reason for this increase of 118.2% was due to increased sales of low
denomination coinage as well as the increased effect on net sales resulting from
contractual changes with two major customers whereby this segment took on the
responsibility of purchasing the raw material inventory for the customers.
We reported operating earnings of $17.8 million in the first quarter of 2004
compared to operating earnings of $10.9 million in the first quarter of 2003.
The principal reason for this increase of $6.9 million, or 62.9%, was an
increase in the operating earnings of the branded consumables segment of $5.0
million, primarily due to the addition of the acquired Diamond Brands and Lehigh
product lines. Due to the integration of certain of these acquisitions it is no
longer possible to compare the operating earnings in this segment exclusive of
acquisitions. The operating earnings of the consumer solutions
13
segment decreased by $0.5 million principally due to higher legal costs in
selling, general and administrative expenses. The operating earnings of the
plastic consumables segment increased by $0.4 million due to the sales effects
discussed above. The operating earnings of the other segment increased by $1.9
million due to the sales effects discussed above and positive manufacturing
variances resulting from the increased sales volume.
Gross margin percentages on a consolidated basis decreased to 32.4% in the first
quarter of 2004 from 39.4% in the first quarter of 2003. The primary reason for
these lower gross margins is a full quarter's effect of the addition of the
relatively lower gross margin Diamond Brands and Lehigh product lines, as well
as slightly lower gross margins at our consumer solutions segment.
Selling, general and administrative expenses increased to $33.4 million in the
first quarter of 2004 from $27.5 million in the first quarter of 2003, or, as a
percentage of net sales, decreased to 21.1% in the first quarter of 2004 from
28.2% in the first quarter of 2003. The increase in dollar terms was principally
the result of the acquisitions completed during 2003 and higher legal costs in
our consumer solutions segment. The decrease in percentage terms was principally
due to our consumer solutions segment, which has relatively higher selling,
general and administrative expenses as a percentage of net sales, accounting for
a lower portion of the Company's results due to acquisitions in the branded
consumables segment and a significant increase in the other segments net sales.
Net interest expense increased to $5.6 million for the first quarter of 2004
compared to $4.0 million in the same period last year. This increase principally
resulted from higher levels of outstanding debt in the first quarter of 2004.
Our effective tax rate for the first quarter of 2004 was 38.2% compared to an
effective tax rate of 39.2% in 2003.
Historically, due to the varying seasonality of certain of our product line
sales, our first quarter results of operations have proportionately less of an
impact on our full year results.
FINANCIAL CONDITION, LIQUIDITY AND CAPITAL RESOURCES
During the first quarter of 2004 we made no significant changes to our capital
resources.
As of March 31, 2004, we had $196.9 million outstanding under the term loan
facility and no outstanding amounts under the revolving credit facility. As of
March 31, 2004, net availability under the revolving credit agreement was
approximately $64.3 million after deducting $5.7 million of issued letters of
credit. We are required to pay commitment fees on the unused balance of the
revolving credit facility.
As of March 31, 2004, our long-term debt included approximately $6.7 million of
debt balances that will not require cash settlement, arising from swap
transactions that we had entered into in prior years.
Working capital decreased to approximately $215.1 million at March 31, 2004 from
approximately $242 million at December 31, 2003, due primarily to the use of
cash on hand to finance the Loew-Cornell Acquisition.
We used cash flow in operations of $0.6 million in the first quarter of 2004,
compared to a cash flow from operations of $6.4 million in the first quarter of
2003. This decrease in cash flow from operations is primarily due to the
customary build-up of inventory in anticipation of seasonal home canning and
home improvement activity and a decision to carry more inventory of certain raw
materials, particularly in our other segment, in order to take advantage of
pricing opportunities as raw material costs have continued to rise during 2004,
partially offset by the customary reduction in the accounts receivable of our
consumer solutions segment during this period.
Capital expenditures were $1.3 million in the first quarter of 2004 compared to
$1.8 million for the first quarter of 2003 and are largely related to
maintaining facilities, tooling projects and improving manufacturing
efficiencies. As of March 31, 2004, we had capital expenditure commitments in
the aggregate for all our segments of approximately $3.2 million. As of March
31, 2004, our other segment had forward buy contracts for the remainder of 2004
to purchase zinc ingots in the aggregate amount of $7.0 million, which are
expected to be used in operations in 2004.
We believe that our cash and cash equivalents on hand, cash generated from our
operations and our availability under our senior credit facility is adequate to
satisfy our working capital and capital expenditure requirements for the
foreseeable future. However, we may raise additional capital from time to time
to take advantage of favorable conditions in the capital markets or in
connection with our corporate development activities (see "Recent
Developments" and Part II. OTHER INFORMATION, Item 5. Other Information).
14
RECENT DEVELOPMENTS
On February 24, 2004, we executed a securities purchase agreement and a related
put/call agreement, each amended and restated as of April 19, 2004, to acquire
all of the capital stock of BHI, including its wholly owned subsidiary USPC, a
privately held leading producer and distributor of premium playing cards, under
the Bee(R), Bicycle(R), Aviator(R) and Hoyle(R) brands, among others, for
approximately $232 million. We expect to close the transaction during the third
quarter of 2004, subject to Hart-Scott-Rodino approval, gaming industry related
regulatory approvals and other conditions. USPC is the largest manufacturer and
distributor of playing cards, children's card games, collectible tins, puzzles
and card accessories for the North American retail market and through its
subsidiaries, including USPC, BHI is the largest supplier of premium playing
cards to casinos worldwide. It is anticipated that we will purchase not less
than 75% of the capital stock of BHI at closing and that the remainder of the
capital stock will be purchased according to the terms of the put/call agreement
within one year of closing. In addition to the purchase price, the securities
purchase agreement includes an earn-out provision with a total potential payment
in cash or our common stock in April 2007 of up to $10 million based on
achieving future growth targets. If paid, we expect to capitalize the cost of
the earn-out. No assurances can be given that the acquisition of BHI will be
consummated or, if such acquisition is consummated, as to the final terms of
such acquisition.
CONTINGENCIES
We are involved in various legal disputes in the ordinary course of business. In
addition, the Environmental Protection Agency has designated our Company as a
potentially responsible party, along with numerous other companies, for the
clean up of several hazardous waste sites. Based on currently available
information, we do not believe that the disposition of any of the legal or
environmental disputes our Company is currently involved in will require
material capital or operating expenses or will otherwise have a material adverse
effect upon the financial condition, results of operations, cash flows or
competitive position of our Company. It is possible, that as additional
information becomes available, the impact on our Company of an adverse
determination could have a different effect.
FORWARD-LOOKING INFORMATION
From time to time, we may make or publish forward-looking statements relating to
such matters as anticipated financial performance, business prospects,
technological developments, new products and similar matters. Such statements
are necessarily estimates reflecting management's best judgment based on current
information. The Private Securities Litigation Reform Act of 1995 provides a
safe harbor for forward-looking statements. Such statements are usually
identified by the use of words or phrases such as "believes", "anticipates",
"expects", "estimates", "planned", "outlook", and "goal". Because
forward-looking statements involve risks and uncertainties, our actual results
could differ materially. Please see the Company's Annual Report on Form 10-K for
2003 for a list of factors which could cause the Company's actual results to
differ materially from those projected in the Company's forward-looking
statements and certain risks and uncertainties that may affect the operations,
performance and results of our business.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK
In general, business enterprises can be exposed to market risks including
fluctuations in commodity prices, foreign currency values, and interest rates
that can affect the cost of operating, investing, and financing. The Company's
exposures to these risks are relatively low. The Company's plastic consumables
business purchases resin from regular commercial sources of supply and, in most
cases, multiple sources. The supply and demand for plastic resins is subject to
cyclical and other market factors. With many of our external customers, we have
the ability to pass through price increases with an increase in our selling
price and certain of our external customers purchase the resin used in products
we manufacture for them. This pass-through pricing is not applicable to plastic
cutlery, which we supply to our branded consumables segment. Plastic cutlery is
principally made of polystyrene and for each $0.01 change in the price of
polystyrene the material cost in our plastics consumables segment will change by
approximately $0.5 million per annum. The Company's zinc business has sales
arrangements with a majority of its customers such that sales are priced either
based upon supply contracts that provide for fluctuations in the price of zinc
to be passed on to the customer or are conducted on a tolling basis whereby
customers supply zinc to the Company for processing. Such arrangements as well
as the zinc business utilizing forward buy contracts reduce the exposure of this
business to changes in the price of zinc.
15
The Company, from time to time, invests in short-term financial instruments with
original maturities usually less than fifty days.
The Company is exposed to short-term interest rate variations with respect to
Eurodollar or Base Rate on certain of its term and revolving debt obligations
and six month LIBOR in arrears on certain of its interest rate swaps. The
spreads on the interest rate swaps range from 523 to 528 basis points.
Settlements on the interest rate swaps are made on May 1 and November 1. The
Company is exposed to credit loss in the event of non-performance by the other
party to its current existing swaps, a large financial institution. However, the
Company does not anticipate non-performance by the other party.
Changes in Eurodollar or LIBOR interest rates would affect the earnings of the
Company either positively or negatively depending on the direction of the
change. Assuming that Eurodollar and LIBOR rates each increased 100 basis points
over period end rates on the outstanding term debt and interest rate swaps, the
Company's interest expense would have increased by approximately $0.7 million
for the three month period ended March 31, 2004 and $0.3 million for the three
month period ended March 31, 2003. The amount was determined by considering the
impact of the hypothetical interest rates on the Company's borrowing cost,
short-term investment rates, interest rate swaps and estimated cash flow. Actual
changes in rates may differ from the assumptions used in computing this
exposure.
The Company does not invest or trade in any derivative financial or commodity
instruments, nor does it invest in any foreign financial instruments.
ITEM 4. CONTROLS AND PROCEDURES
An evaluation was performed under the supervision and with the participation of
the Company's management, including the Chief Executive Officer and Chief
Financial Officer, of the effectiveness of the design and operation of the
Company's disclosure controls and procedures as of the end of the period covered
by this report. Based on that evaluation, the Company's management, including
the Chief Executive Officer and Chief Financial Officer, concluded that the
Company's disclosure controls and procedures were effective.
There have been no significant changes in the Company's internal controls or in
other factors that could significantly affect internal controls subsequent to
the date of their evaluation.
16
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
On April 1, 2004, Jarden Corporation's (the "Company") subsidiaries, Tilia, Inc.
and Tilia International, Inc. (collectively "Tilia"), entered into a license and
settlement agreement with Applica Incorporated and Applica Consumer Products,
Inc. (together with Applica Incorporated "Applica") to resolve patent
infringement litigation, that Tilia had initiated and which was pending in
federal court in Miami and before the International Trade Commission ("ITC") in
Washington, D.C. As part of the license and settlement agreement, Applica agreed
to pay Tilia royalties for using their vacuum sealing technology. In addition,
Applica agreed to not contest the validity of Tilia's previously disputed
patents and to settle any future disputes over product infringement by
arbitration. Both parties have agreed to keep specific terms of the license and
settlement agreement, including the terms of the license, confidential. By
virtue of the license and settlement agreement, the parties have mutually agreed
to settle all of their various claims in the relevant proceedings, including
Applica's claims for antitrust violations by Tilia.
Tilia continues to pursue related patent infringement claims against
ZeroPack Co. Ltd.
ITEM 5. OTHER INFORMATION
On February 24, 2004, the Company executed a securities purchase agreement (the
"Securities Purchase Agreement") and a related put/call agreement (the "Put and
Call Agreement"), each amended and restated as of April 19, 2004, to acquire all
of the capital stock of BHI, including its wholly owned subsidiary USPC, a
privately held leading producer and distributor of premium playing cards, under
the Bee(R), Bicycle(R), Aviator(R) and Hoyle(R) brands, among others, for
approximately $232 million. The Company expects to close the transaction during
the third quarter of 2004, subject to Hart-Scott-Rodino approval, gaming
industry related regulatory approvals and other conditions. USPC is the largest
manufacturer and distributor of playing cards, children's card games,
collectible tins, puzzles and card accessories for the North American retail
market and through its subsidiaries, including USPC, BHI is the largest supplier
of premium playing cards to casinos worldwide. It is anticipated that the
Company will purchase not less than 75% of the capital stock of BHI at closing
and that the remainder of the capital stock will be purchased according to the
terms of the Put and Call Agreement within one year of closing. In addition to
the purchase price, the Securities Purchase Agreement includes an earn-out
provision with a total potential payment in cash or the Company's common stock
in April 2007 of up to $10 million based on achieving future growth targets. If
paid, the Company expects to capitalize the cost of the earn-out.
No assurances can be given that the acquisition of BHI will be consummated or,
if such acquisition is consummated, as to the final terms of such acquisition.
Copies of the Securities Purchase Agreement and Put and Call Agreement are
attached to this report as Exhibits 10.1 and 10.2, respectively, and are
incorporated herein by reference as though fully set forth herein. The foregoing
summary description of the Securities Purchase Agreement, the Put and Call
Agreement and the transactions contemplated thereby are not intended to be
complete and are qualified in their entirety by the complete texts of the
Securities Purchase Agreement and the Put and Call Agreement.
17
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
A. EXHIBITS
Exhibit Description
------- -----------
* 10.1 Securities Purchase Agreement, dated as of February 24, 2004,
as amended and restated as of April 19, 2004, by and among
Bicycle Holding, Inc. the sellers identified therein, the
seller representative identified therein and Jarden
Corporation.
* 10.2 Put and Call Agreement, dated as of February 24, 2004, as
amended and restated as of April 19, 2004, by and among the
shareholders of Bicycle Holding, Inc. set forth on the
signature pages thereto and Jarden Corporation.
* 10.3 Amendment No. 3 to Amended and Restated Credit Agreement,
dated as of March 31, 2004, by and among Jarden Corporation,
the Credit Support Parties signatory thereto, the Lenders
signatory thereto, Bank of America, N.A., and Canadian
Imperial Bank of Commerce.
* 10.4 Employment Agreement, dated as of May 3, 2004, by and between
Jarden Corporation and Desiree DeStefano.
* 31.1 Certification of Chief Executive Officer Pursuant to Rule
13a-14(a) as Adopted Pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.
* 31.2 Certification of Chief Financial Officer Pursuant to Rule
13a-14(a) as Adopted Pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.
* 32.1 Certifications Pursuant to 18 U.S.C. Section 1350 as Adopted
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
* Filed herewith.
B. REPORTS ON FORM 8-K
We filed a Form 8-K on February 12, 2004, with respect to Items 7 and 9,
relating to a press release, dated February 12, 2004, announcing our earnings
for the three and twelve month periods ended December 31, 2003.
We filed a Form 8-K on March 1, 2004, with respect to Item 5, disclosing that
Martin E. Franklin, our Chairman and Chief Executive Officer, and Ian G.H.
Ashken, our Vice Chairman and Chief Financial Officer, adopted stock trading
plans in accordance with guidelines specified by the Securities and Exchange
Commission's Rule 10b5-1 under the Securities Exchange Act of 1934.
18
SIGNATURE
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 thereunto duly authorized.
JARDEN CORPORATION
Date: May 7, 2004 By: /s/ Ian G.H. Ashken
-------------------
Ian G.H. Ashken
Vice Chairman, Chief Financial Officer
and Secretary
19