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Jarden Corporation
Notes to Consolidated Financial Statements (cont’d)
December 31, 2004
potential payment in cash or Company common stock, at the Company’s sole discretion, provided that
certain earnings performance targets are met. At December 31, 2004, the Company estimated that the
earn-out payment, payable in the second quarter of 2005, could be approximately $17.3 million and has
accrued this amount in Deferred Consideration for Acquisitions in the Consolidated Balance Sheet. The
Company has capitalized this earn-out accrual. The goodwill balance relating to the Tilia Acquisition
includes the effect of foreign currency translations since the date of acquisition (see Note 7). Tilia is
included in the consumer solutions segment from April 1, 2002 (see Note 5).
Acquisition Disclosures
The following table summarizes the estimated fair values of the assets acquired and the liabilities
assumed at the respective effective dates of acquisition:
(millions of dollars)
Tilia
(April 1, 2002)
Diamond Brands
(Feb. 1, 2003)
Lehigh
(Sept. 2, 2003)
USPC
(June 28, 2004)
Current assets ................. $ 65.1 $ 24.7 $ 47.0 $ 48.2
Property, plant and equipment . . 2.4 20.2 9.3 15.4
Trademark ................... 50.9 13.8 3.4 50.0
Other intangibles .............. 5.5 ——1.1
Other non-current assets ....... ———5.6
Total assets acquired ....... 123.9 58.7 59.7 120.3
Current liabilities .............. (19.3) (9.4) (11.4) (25.0)
Long-term liabilities ........... (0.7) (0.9) — (31.8)
Total liabilities assumed .... (20.0) (10.3) (11.4) (56.8)
Net assets acquired .... 103.9 48.4 48.3 63.5
Purchase price ................ 163.3 91.5 157.5 237.9
Goodwill recorded ............. $ 59.4 $ 43.1 $109.2 $174.4
Certain balances recorded in connection with the USPC Acquisition are preliminary and when
finalized within one year of the respective date of acquisition may result in changes to the intangible
balances shown above.
The 2004, 2003 and 2002 acquisitions discussed above were all entered into as part of the
Company’s strategy of acquiring branded consumer products businesses with leading market positions in
niche markets for products used in and around the home.
In connection with the Loew-Cornell Acquisition, the Company recorded approximately $30.2
million to goodwill and $4.6 million to trademarks. In connection with the two 2003 tuck-in acquisitions
discussed above, the Company recorded an aggregate of approximately $14.0 million to goodwill and
$5.0 million to trademarks.
The aggregate of these three tuck-in acquisitions did not have a material effect on the Company’s
results of operations for the years ended December 31, 2004 or 2003 and are therefore not included in
the pro forma financial information presented herein (see Note 4).
The goodwill and other intangibles amounts recorded in connection with the Company’s
acquisitions are discussed in detail in Note 7.
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