Sunbeam 2003 Annual Report Download - page 63

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Jarden Corporation
Notes to Consolidated Financial Statements (continued)
17. Related Party Transactions
On May 7, 2001, the Company entered into a letter of intent (the “Letter”) with Marlin Partners II,
LP (“Marlin”), Catterton Partners, L.P. and Alpha Private Equity Group (collectively, the “Other
Investors”) for the acquisition by Marlin and the Other Investors of all of the issued and outstanding
common stock of the Company. At the time, Marlin was a related party due to its ownership of
approximately 10 percent of the issued and outstanding common stock of the Company. Messrs.
Franklin and Ashken were the managing partners of Marlin. The Company and Marlin terminated the
letter of intent, except for certain expense reimbursement provisions, in which Marlin was reimbursed
approximately $480,000 of expenses related to the contemplated transaction. On June 24, 2001, Messrs.
Franklin and Ashken became Directors of the Company and on September 24, 2001, Messrs. Franklin
and Ashken became executive officers of the Company.
On November 6, 2002, one of the Company’s wholly owned subsidiaries entered into an arms
length agreement with NewRoads, Inc. (“NewRoads”), a third party provider of pick, pack and ship
services, order fulfillment, warehousing, and other services to the retail industry. Pursuant to the
agreement, NewRoads agreed to provide such services to the Company’s consumer solutions segment.
The agreement was due to expire in three years unless it was terminated earlier pursuant to the terms of
the agreement and the Company’s subsidiary had the right to renew the agreement for additional terms
of one year thereafter. Mr. Franklin’s brother-in-law was the executive chairman of the board of
NewRoads at the time of the agreement being consummated. Mr. Franklin has an indirect ownership
interest of less than ½% in NewRoads.
18. Earnings Per Share
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. Due to the net loss for 2001, the effect of the potential
exercise of stock options was not considered in the diluted earnings per share calculation for that year
since it would be antidilutive.
A computation of earnings per share is as follows:
Years ended December 31,
2003 2002 2001
(in thousands, except per share amounts)
Net income (loss) ....................................... $ 31,778 $ 36,309 $(85,429)
Weighted average shares outstanding ....................... 22,663 20,910 19,085
Additional shares assuming conversion of stock options and
restricted stock ........................................ 868 678 —
Weighted average shares outstanding assuming conversion ..... 23,531 21,588 19,085
Basic earnings (loss) per share ............................. $ 1.40 $ 1.74 $ (4.48)
Diluted earnings (loss) per share ........................... $ 1.35 $ 1.68 $ (4.48)
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