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16 Jarden Corporation Annual Report 2014
berglass radio antennas for citizen band, marine and military applications. This segment is also a leading North American producer of
niche products fabricated from solid zinc strip and is the sole source supplier of copper-plated zinc penny blanks to the United States
Mint and a major supplier to the Royal Canadian Mint, as well as a supplier of brass, bronze and nickel-plated nishes on steel and zinc
for coinage to other international markets. In addition, the Company manufactures a line of industrial zinc products marketed globally
for use in the architectural, automotive, construction, electrical component and plumbing markets.
The Company’s objective is to increase protability, cash ow and revenue while enhancing our position as a leading manufacturer,
marketer and distributor of branded consumer products “used in and around the home” and “home away from home.” The Company’s
strategy for achieving these objectives includes the following key elements:
further penetrate existing distribution channels by leveraging our strong existing customer relationships and attracting new
customers;
leverage our strong brand names, customer relationships and proven capacity for innovation to develop new products and
product extensions in each of our major product categories;
pursue strategic acquisitions;
gradually expand international revenues to approximately 50% of total revenue;
expand margins through operating efciencies and the realization of synergies from our supply chain, distribution and production
costs;
take advantage of cross-channel opportunities by using each business’ geographic strength to support expansion of afliated
businesses;
efciently deploy working capital to enhance operating cash ow;
maintain capital expenditures at an annualized run rate in the range of approximately 2.0% - 2.5% of net sales; and
prudently and creatively access capital markets.
The Company believes its products innovations and product extensions will continue to drive sales in both new and existing customers
while also expanding margins. Strategic acquisitions and continued geographic expansion, depending on overall market conditions,
help supplement sales growth and product extensions. The Company believes savings from operational efciencies from supply chain,
distribution and production costs synergies will provide increased cash ow from operations.
Summary of Signicant 2014 Activities
In December 2014, the Company entered into an amendment to its senior secured credit facility (the “Facility”), which resulted in,
among other things, lowering the spread and extending the maturity date on the term loan A facility. Following the amendment, the
senior secured term loan A portion of the Facility, which matures in December 2019, bears interest at LIBOR plus 175 basis points.
On November24, 2014, the Company consummated a 3-for-2 stock split in the form of a stock dividend of one additional share
of common stock for every two shares of common stock. The Company retained the current par value of $0.01 per share for all
shares of common stock. All references to the number of shares outstanding, issued shares, per share amounts and restricted stock
and stock option data of the Company’s common stock have been restated to reect the effect of the stock split for all periods
presented in the Company’s accompanying condensed consolidated nancial statements and footnotes thereto. Stockholders’
equity reects the effect of the stock split by reclassifying from additional paid-in capital to common stock, an amount equal to
the par value of the additional shares resulting from the stock split.
In July 2014, the Company completed the sale of 300 million in aggregate principal amount of 3 3⁄4% senior notes that mature
in October 2021, in a private offering to qualied institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as
amended (the “Securities Act”), and to certain persons outside of the U.S. pursuant to Regulation S under the Securities Act.
During April 2014, the Company redeemed the entire principal amount outstanding for both the U.S. dollar tranche and the Euro
dollar tranche of the 7 1/2% Senior Subordinated Notes due 2020 for total consideration, excluding accrued interest, of $523
million (the “Redemption”). As a result of these debt extinguishments, the Company recorded a loss on the extinguishment of debt
of approximately $54 million during the three months ended June 30, 2014, primarily comprised of prepayment premiums and a
non-cash charge due to the write-off of deferred debt issuance costs.
In March 2014, the Company completed a private offering for the sale of $690 million aggregate principal amount of 1 1⁄8% senior
subordinated convertible notes due 2034 (the “2034 Convertible Notes”) to qualied institutional buyers pursuant to Rule 144A
under the Securities Act, and received net proceeds of approximately $674 million, after deducting fees and expenses.
In February 2014, the Board authorized an increase in the then available amount under the Company’s existing stock repurchase
program (the “Stock Repurchase Program”) to allow for the repurchase of up to $500 million in the aggregate of the Company’s
common stock.
Management’s Discussion and Analysis
Jarden Corporation Annual Report 2014