Sunbeam 2004 Annual Report Download - page 53

Jarden Corporation
Notes to Consolidated Financial Statements (cont’d)
December 31, 2004
During the first quarter of 2004, the Company completed the tuck-in acquisition of Loew-Cornell,
Inc. (“Loew-Cornell” and “Loew-Cornell Acquisition”). Loew-Cornell is a leading marketer and
distributor of paintbrushes and other arts and crafts products. The Loew-Cornell Acquisition includes an
earn-out provision with a payment in cash or our common stock, at the Company’s sole discretion, based
on earnings performance targets. As of December 31, 2004, the outcome of the contingent earn-out is
not determinable beyond a reasonable doubt. Therefore, only the prepayment of the contingent
consideration ($0.5 million to be paid in equal installments during 2005 and 2006) has been recorded as
part of the Deferred Considerations for Acquisitions amount in the Consolidated Balance Sheet. Loew-
Cornell is included in the branded consumables segment from March 18, 2004.
2003 Activity
On September 2, 2003, the Company acquired all of the issued and outstanding stock of Lehigh
Consumer Products Corporation and its subsidiary (“Lehigh” and the “Lehigh Acquisition”). Lehigh is a
leading supplier of rope, cord and twine for the U.S. consumer marketplace and a leader in innovative
storage and organization products and workshop accessories for the home and garage as well as in the
security screen door and ornamental metal fencing market. The purchase price of this transaction was
approximately $157.5 million, including transaction expenses. Additionally, the Lehigh Acquisition
includes a contingent consideration provision with a potential payment in cash or the Company’s
common stock, at the Company’s sole discretion, of up to $25 million payable in 2006, provided that
certain earnings performance targets are met. Since this consideration is not payable beyond a
reasonable doubt, no amount has been accrued in the Consolidated Balance Sheet as of December 31,
2004. Lehigh is included in the branded consumables segment from September 2, 2003 (see Note 5).
On February 7, 2003, the Company completed its acquisition of the business of Diamond Brands
International, Inc. and its subsidiaries (“Diamond Brands” and the “Diamond Acquisition”), a
manufacturer and distributor of niche household products, including clothespins, kitchen matches,
plastic cutlery and toothpicks under the Diamond®and Forster®trademarks. The purchase price of this
transaction was approximately $91.5 million, including transaction expenses. The acquired plastic
manufacturing operation is included in the plastic consumables segment from February 1, 2003, and the
acquired wood manufacturing operation and branded product distribution business is included in the
branded consumables segment from February 1, 2003 (see Note 5).
The Company also completed two tuck-in acquisitions in 2003. 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
acquisition of OWD is included in the branded consumables segment from April 1, 2003. The plastic
manufacturing operation acquired in the acquisition of OWD is included in the plastic consumables
segment from April 1, 2003 (see Note 5).
2002 Activity
On April 24, 2002, the Company completed its acquisition of the business of Tilia International, Inc.
and its subsidiaries (“Tilia” and the “Tilia Acquisition”). Pursuant to the Tilia Acquisition, the Company
acquired Tilia for approximately $145 million in cash and $15 million in seller debt financing (repaid in
2004 and 2003, see Note 8). In addition, the Tilia Acquisition includes an earn-out provision with a
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