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JAH > SEC Filings for JAH > Form 8-K on 30-Oct-2013All Recent SEC Filings

Show all filings for JARDEN CORP

Form 8-K for JARDEN CORP


30-Oct-2013

Results of Operations and Financial Condition, Financial Statements and Exhibits


Item 2.02 Results of Operations and Financial Condition.

On October 30, 2013, we issued a press release announcing our financial results for the three and nine months ended September 30, 2013. A copy of our press release announcing our earnings results for the three and nine months ended September 30, 2013 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 of America ("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, Jarden Corporation (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 adjusted gross margin, segment earnings, adjusted net income, adjusted basic and diluted earnings per share, adjusted net interest expense, adjusted income tax provision, adjusted selling, general and administrative costs and organic net sales growth. 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 uses this non-GAAP information as an indicator of business performance, and evaluates overall management with respect to such indicators. Additionally, the Company's credit agreement provides for certain adjustments in calculations used for determining whether the Company is in compliance with certain credit agreement covenants, including, but not limited to, adjustments relating to non-cash purchase accounting adjustments, non-cash impairment charges of goodwill, intangibles and other assets, certain net reorganization costs, acquisition-related and other charges, transaction and integration costs, the elimination of manufacturer's profit in inventory, Venezuela hyperinflationary and devaluation-related charges, gains and losses as a result of currency fluctuations, gain on the sale of a domestic business, non-cash stock-based compensation costs, loss on early extinguishment of debt, non-cash original issue discount amortization and other items. These non-GAAP measures should be considered in addition to, not a substitute for, measures of financial performance prepared in accordance with GAAP.

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 October 30, 2013 earnings conference call to the most directly comparable financial measure in accordance with GAAP. EBITDA is expected to be 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 ("Segment Earnings"), excluding adjustments relating to non-cash purchase accounting adjustments, certain net reorganization costs, acquisition-related and other charges, transaction and integration costs, the elimination of manufacturer's profit in inventory, inventory write-offs, Venezuela hyperinflationary and devaluation-related charges, non-cash impairment charges of goodwill, intangibles and other assets, duplicative administrative costs, non-cash stock-based compensation costs, gains and losses as a result of currency fluctuations, gain on the sale of a domestic business, loss on early extinguishment of debt, non-cash original issue discount amortization and other items, as applicable, is expected to be 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. Organic net sales growth, net sales growth excluding the impacts of foreign exchange, certain acquisitions and exited business from year over year comparisons, is expected to be presented in the earnings conference call because the Company believes this measure provides investors with a more complete understanding of the underlying sales trends by providing net sales on a consistent basis and it is one of the measures management of the Company uses to analyze operating performance. Additionally, the Company uses non-GAAP financial measures because the Company's credit agreement provides for certain adjustments in calculations used for determining whether the Company is in compliance with certain credit agreement covenants, including, but not limited to, adjustments relating to non-cash purchase accounting adjustments, non-cash impairment charges of goodwill, intangibles and other assets, certain net reorganization costs, acquisition-related and other charges, transaction and integration costs, the elimination of manufacturer's profit in inventory, non-cash Venezuela hyperinflationary and devaluation-related charges, gains and losses as a result of currency fluctuations, gain on the sale of a domestic business, non-cash stock-based compensation costs, loss on early extinguishment of debt, non-cash original issue discount amortization and other items.

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 Current Report on 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, as amended, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.




Item 9.01 Financial Statements and Exhibits

(d) Exhibits. The following Exhibits are furnished herewith as part of this report:

Exhibit                                   Description

99.1         Press Release of Jarden Corporation, dated October 30, 2013, with
             respect to our financial results for the three and nine months ended
             September 30, 2013 (furnished only).

99.2         Reconciliation of non-GAAP financial measures to the most directly
             comparable GAAP financial measures (furnished only).


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