Sunbeam 2013 Annual Report Download - page 26

22 Jarden Corporation Annual Report 2013
As of December31, 2013, the amount of cash held by our non-U.S. subsidiaries was approximately $482 million, of which approximately
$360 million is considered to be indenitely reinvested overseas, such that no provision for U.S. federal and state income taxes has
been made in the Company’s consolidated statements of operations. If these funds are needed for our operations in the U.S., any
distribution of these non-U.S. earnings may be subject to both U.S. federal and state income taxes, as adjusted for non-U.S. tax credits,
if any, and withholding taxes payable to the various non-U.S. countries. However, we do not have any current needs or foreseeable
plans other than to indenitely reinvest these funds within our non-U.S. subsidiaries.
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Cash Flows from Operating Activities
Net cash provided by operating activities for 2013 and 2012 was $669 million and $480 million, respectively. The change is primarily
due to higher sales, the impact of YCC Acquisition and period-over-period decrease in cash paid for taxes (approximately $19 million).
Net cash provided by operating activities was $480 million and $427 million for 2012 and 2011, respectively. The change is primarily
due to improved operating results and favorable working capital movements, primarily related to the timing of the purchase of
comparatively lower seasonal inventory levels in certain businesses and the corresponding effect on accounts payable.
Cash Flows from Financing Activities
Net cash provided by nancing activities for 2013 and 2012 was $1.4 billion and $165 million, respectively. The change is primarily due
to the period-over-period change in the issuance/repurchase of common stock, net ($1.0 billion) and the increase in the proceeds from
the issuance of long-term debt in excess of the payments on long-term debt ($236 million).
Net cash provided by (used in) nancing activities for 2012 and 2011 was $165 million and ($197) million, respectively. The change is
primarily due to the period-over-period decrease in the proceeds from the issuance of long-term debt in excess of payments on long-
term debt ($715 million) and the period-over-period decrease in the net change in short-term debt ($74 million), partially offset by the
increase in the payments for the issuance (repurchase) of common stock, net ($477 million).
Cash Flows from Investing Activities
Net cash used in investing activities for 2013 and 2012 was $2.0 billion and $428 million, respectively. Cash used for the acquisition of
businesses, net of cash acquired for 2013 increased $1.5 billion versus the same prior year period, primarily due to the YCC acquisition.
For 2013, capital expenditures were $211 million versus $155 million in 2012. The Company expects to maintain capital expenditures at
an annualized run-rate in the range of approximately 2.0% to 2.5% of net sales.
Net cash used in investing activities was $428 million and $113 million for 2012 and 2011, respectively. Cash used for the acquisition of
businesses, net of cash acquired for 2012 increased $272 million versus the same prior year period. For 2012, capital expenditures were
$155 million versus $127 million in 2011.
CAPITAL RESOURCES
In October 2013, the Company entered into an amendment to the Facility, which resulted in, among other things, the Company
borrowing an additional $750 million under a new senior secured term loan B1 facility that matures in September 2020 and bears
interest at LIBOR plus a spread of 275 basis points. The net proceeds were used to fund a portion of the YCC Acquisition.
In June 2013, the Company completed a private offering for the sale of $265 million aggregate principal amount of the 2019 Convertible
Notes to qualied institutional buyers pursuant to Rule 144A under the Securities Act, and received net proceeds of approximately
$259 million, after deducting fees and expenses. The proceeds are to be used for general corporate purposes. The conversion rate
is approximately 17.1 shares of the Company’s common stock (subject to customary adjustments, including in connection with a
fundamental change transaction) per $1 thousand principal amount of the 2019 Convertible Notes, which is equivalent to a conversion
price of approximately $58.46 per share. The 2019 Convertible Notes are not subject to redemption at the Company’s option prior to
the maturity date. Prior to March1, 2019, the 2019 Convertible Notes will be convertible only upon the occurrence of certain events
and during certain periods, and thereafter, at any time until the second scheduled trading day immediately preceding the maturity
date. If the Company undergoes a fundamental change (asdened in the indenture governing the 2019 Convertible Notes) prior to
maturity, holders of the 2019 Convertible Notes will have the right, at their option, to require the Company to repurchase for cash some
or all of their 2019 Convertible Notes at a repurchase price equal to 100% of the principal amount of the 2019 Convertible Notes being
repurchased, plus accrued and unpaid interest.
In March 2013, the Company entered into an amendment to the Facility, which resulted in, among other things, lowering the spread
on the term loan A and term loan B facilities and the Company borrowing an additional tranche (term loan A1) of $250 million under
the existing senior secured term loan A portion of the Facility that matures in March 2018 and bears interest at LIBOR plus 200 basis
points. Additionally, following the amendment, the existing senior secured term loan B portion of the Facility, which matures in March
2018, bears interest at LIBOR plus 250 basis points. The proceeds were used, in part, to fund the Tender Offer and the Redemption.
Management’s Discussion and Analysis
Jarden Corporation Annual Report 2013