Sunbeam 2002 Annual Report Download - page 35

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Jarden Corporation
Notes to Consolidated Financial Statements (Continued)
The following table summarizes the estimated fair values of the assets acquired and the liabilities assumed
at the effective date of acquisition:
(in millions)
At April 1,
2002
Current assets .................................... $ 64.3
Property, plant and equipment ...................... 2.4
Trademark ....................................... 50.9
Other intangibles ................................. 5.5
Total assets acquired ............................ 123.1
Current liabilities ................................. (19.4)
Long-term liabilities .............................. (.7)
Total liabilities assumed ......................... (20.1)
Net assets acquired ........................... 103.0
Purchase price ................................... 163.3
Goodwill recorded ................................ $ 60.3
The goodwill and other intangibles amounts recorded in connection with the Acquisition are discussed in
detail in Note 8.
Effective November 26, 2001, the Company sold the assets of its Triangle, TriEnda and Synergy World
plastic thermoforming operations (‘‘TPD Assets’’) to Wilbert, Inc. for $21 million in cash, a $1.9 million
noninterest bearing one-year note (‘‘Wilbert Note’’) as well as the assumption of certain identified liabilities.
The Company recorded charges of $0.1 million and $0.2 million in 2002 and 2001, respectively, to reduce the
carrying amount of the Wilbert Note based upon purchase adjustments. The residual carrying amount on the
Wilbert Note of $1.6 million was repaid on November 25, 2002. In connection with this sale, the Company
recorded a pre-tax loss of $121.1 million in 2001. The amount of goodwill included in the loss on the sale was
$82.0 million. The proceeds from the sale were used to pay down the Company’s term debt under its old credit
agreement (see Note 9).
Effective November 1, 2001, the Company sold its majority interest in Microlin, LLC (‘‘Microlin’’), for
$1,000 in cash plus contingent consideration based upon future performance through December 31, 2012 and
the cancellation of future funding requirements. The Company recorded a pretax loss of $1.4 million in 2001
related to the sale.
4. Pro Forma Financial Information
The following unaudited pro forma financial information gives pro forma effect to the sale of the assets
of TPD Assets and Microlin (as described in Note 3 above) with the related tax refunds (see Note 10) and the
acquisition of Tilia (as described in Note 3 above) with the related financials as if they had been consummated
as of the beginning of each period presented. The unaudited pro forma financial information presented does not
exclude special charges (credits) and reorganization expenses for the year ended December 31, 2001 or the net
$4.4 million income tax valuation allowance released in 2002:
Year Ended December 31,
(in thousands, except per share data) 2002 2001
Net sales ................................... $406,724 $425,504
Operating income ............................ 70,651 51,166
Net income ................................. 37,681 20,262
Diluted earnings per share ..................... $ 2.62 $ 1.59
PG. 33