Sunbeam 2003 Annual Report Download - page 44

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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 dates of acquisition:
Tilia
(April 1, 2002)
Diamond
Brands
(Feb. 1, 2003)
Lehigh
(Sept. 2, 2003) Total
(in millions)
Current assets .................... $ 65.1 $ 24.7 $ 47.1 $ 136.9
Property, plant and equipment ...... 2.4 20.5 8.7 31.6
Trademark ....................... 50.9 13.8 3.4 68.1
Other intangibles ................. 5.5 — — 5.5
Total assets acquired ........... 123.9 59.0 59.2 242.1
Current liabilities ................. (19.3) (9.2) (9.8) (38.3)
Long-term liabilities ............... (0.7) (0.9) — (1.6)
Total liabilities assumed ........ (20.0) (10.1) (9.8) (39.9)
Net assets acquired ........ 103.9 48.9 49.4 202.2
Purchase price .................... 163.3 91.5 157.6 412.4
Goodwill recorded ................ $ 59.4 $ 42.6 $ 108.2 $ 210.2
Certain working capital balances recorded in connection with the Diamond Acquisition and the
Lehigh Acquisition are preliminary and when finalized within one year of the respective dates of
acquisition may result in changes to the intangible balances shown above.
In the fourth quarter of 2003, the Company completed its acquisition of the VillaWare
Manufacturing Company (“VillaWare”). VillaWare’s results are included in the consumer solutions
segment from October 3, 2003. In the second quarter of 2003, the Company completed its acquisition of
O.W.D., Incorporated and Tupper Lake Plastics, Incorporated (collectively “OWD”). The branded
product distribution operation acquired in the OWD acquisition is included in the branded
consumables segment from April 1, 2003. The plastic manufacturing operation acquired in the OWD
acquisition is included in the plastic consumables segment from April 1, 2003.
The results of VillaWare and OWD did not have a material effect on the Company’s results for the
year ended December 31, 2003 and are therefore not included in the proforma financial information
presented herein. The aggregate amount of goodwill acquired in connection with the acquisitions of
VillaWare and OWD was $12.3 million.
The goodwill and other intangibles amounts recorded in connection with the Company’s
acquisitions 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 a former credit agreement (see Note 9).
page 42