Sunbeam 2011 Annual Report Download - page 46

44
Notes to Consolidated Financial Statements
Jarden Corporation Annual Report 2011 (Dollars in millions, except per share data and unless otherwise indicated)
in 2010, except for the disclosures related to the reconciliation of Level 3 fair value measurements, which was effective for the
Company beginning in 2011. Since ASU 2010-06 requires only additional disclosures, the adoption of ASU 2010-06 did not affect the
consolidated financial position, results of operations or cash flows of the Company.
In October 2009, the FASB issued ASU 2009-13, “Revenue Recognition” (“ASU 2009-13”). ASU 2009-13 requires companies to
allocate revenue in multiple-element arrangements based on an element’s estimated selling price if vendor-specific or other
third-party evidence of value is not available. ASU 2009-13 was effective for the Company beginning in 2011. The adoption of the
provisions of ASU 2009-13 did not have a material effect on the consolidated financial position, results of operations or cash flows of
the Company.
In June 2009, the FASB issued authoritative accounting guidance (“Guidance”) that in part, amends derecognition guidance for
transfers of financial assets, eliminates the exemption from consolidation for qualifying special-purpose entities and requires
additional disclosures. This Guidance was effective for the Company beginning in 2010. The adoption of the provisions of this
Guidance did not have a material effect on the consolidated financial position, results of operations or cash flows of the Company.
In June 2009, the FASB issued Guidance that amends the consolidation guidance applicable to variable interest entities. The
provisions of this Guidance require entities to perform an analysis to determine whether the enterprise’s variable interest or
interests give it a controlling financial interest in a variable interest entity. The Guidance also requires an enterprise to assess on
an ongoing basis to determine whether it is a primary beneficiary or has an implicit responsibility to ensure that a variable interest
entity operates as designed. This Guidance was effective for the Company beginning in 2010. In January 2010, the FASB indefinitely
deferred certain consolidation provisions of this Guidance. The adoption of the provisions of this Guidance did not have a material
effect on the consolidated financial position, results of operations or cash flows of the Company.
3. Acquisitions
On April 1, 2010, the Company acquired the Mapa Spontex Baby Care and Home Care businesses (“Mapa Spontex”) of Total S.A.
(“Total”) through the acquisition of certain of Total’s subsidiaries for a Euro purchase price of approximately = C200 (approximately
$275), subject to certain adjustments (the “Acquisition”). The total value of the transaction, including debt assumed and/or repaid,
was approximately = C305 (approximately $415). Mapa Spontex is a global manufacturer and distributor of primarily baby care and
home care products with leading market positions in Argentina, Brazil and Europe in the core categories it serves. Its baby care
portfolio includes feeding bottles, soothers, teats and other infant accessories sold primarily under the Fiona®, First Essentials®,
Lillo®, NUK® and Tigex® brands; and health care products, including condoms sold under the Billy Boy® brand. Its home care
portfolio includes sponges, rubber gloves and related cleaning products for industrial, professional and retail uses sold primarily
under the Mapa® and Spontex® brands. The Acquisition is expected to expand the Company’s product offerings and distribution
channels into new, attractive categories and further diversify revenue streams and increase the Company’s international presence.
The Acquisition is consistent with the Company’s strategy of purchasing leading, niche consumer-oriented brands with attractive
cash flows and strong management. Mapa Spontex is reported in the Company’s Branded Consumables segment and is included
in the Company’s results of operations from April 1, 2010 (the “Acquisition Date”). The Company’s 2010 consolidated statement of
operations includes approximately $539 of net sales and approximately $31 of operating earnings related to Mapa Spontex.
Based on the Company’s independent valuation of Mapa Spontex, the Company allocated the total purchase price, net of cash
acquired, to the identifiable tangible and intangible assets acquired and liabilities assumed based on their estimated fair values on
the Acquisition Date. Based on the purchase price allocation, net of cash acquired, the Company allocated approximately $9 of the
purchase price to identified tangible net assets and approximately $107 of the purchase price to identified intangible assets. The
Company recorded the excess of the purchase price over the aggregate fair values of approximately $129 as goodwill.
In addition, the Company completed three tuck-in acquisitions during 2010. On October 1, 2010, the Company acquired Aero
Products International, Inc. (“Aero”), a leading provider of premium, air-filled mattresses under brand names including Aero®,
Aerobed® and Aero Sport®. The acquisition of Aero is expected to expand distribution channels, as well as expand the Company’s
current Coleman product offerings of indoor and outdoor air beds and accessories. Aero is reported in the Company’s Outdoor
Solutions segment and is included in the Company’s results of operations from October 1, 2010. On December 17, 2010, the
Company acquired Quickie Manufacturing Corporation (“Quickie”), a leading supplier and distributor of innovative cleaning
tools and supplies. Quickie designs, manufactures and distributes cleaning products including mops, brooms, dusters, dust
pans, brushes, buckets and other supplies, for traditional in-home use, as well as commercial and contractor-grade applications
sold primarily under the leading brands Quickie Original®, Quickie Home-Pro®, Quickie Professional®, Quickie Microban® and
Quickie Green Cleaning®. The Quickie acquisition complements the Mapa Spontex acquisition by combining Quickie’s leading
domestic position in household stick and smallware cleaning supplies with Mapa Spontex’s leading international position in gloves
and sponges and provides the Company with a complete product line in conventional cleaning supplies to offer our retailers
both domestically and internationally. Quickie is reported in the Company’s Branded Consumables segment and is included in
the Company’s results of operations from December 17, 2010. Additionally, during 2010, the Company completed another tuck-in
acquisition. All three tuck-in acquisitions were complementary to the Company’s core businesses and from an accounting standpoint
were not significant.