Black & Decker 2014 Annual Report Download - page 80

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Four smaller acquisitions were completed during 2013 for a total purchase price of $40.9 million, net of cash acquired, which
have been integrated into each of the Company’s three segments.
2012 ACQUISITIONS
During 2012, the Company completed seven acquisitions for a total purchase price of $696.0 million, net of cash acquired. The
largest of these acquisitions were AeroScout Inc. (“AeroScout”), which was purchased for $238.8 million, net of cash acquired,
and Powers Fasteners, Inc. (“Powers”), which was purchased for $220.5 million, net of cash acquired. AeroScout develops,
manufactures, and sells Real-Time Locating Systems ("RTLS") primarily to healthcare and certain industrial customers.
Powers distributes fastening products such as mechanical anchors, adhesive anchoring systems, and powered forced-entry
systems, mainly for commercial construction end customers. AeroScout was purchased in the second quarter of 2012 and has
been integrated within the Security and Industrial segments. Powers was also purchased in the second quarter of 2012 and is
part of the CDIY segment. The combined assets acquired for these acquisitions, including $169.9 million of intangible assets
and $7.7 million of cash, totaled approximately $279.4 million, and the combined liabilities totaled approximately $95.3
million. The related goodwill associated with these two acquisitions is approximately $282.9 million. The total purchase price
for the acquisitions was allocated to the assets acquired and liabilities assumed based on their estimated fair values. The
purchase accounting for these acquisitions is complete.
Five smaller acquisitions were completed during 2012 for a total purchase price of $236.7 million. The largest of these acquisitions
were Lista North America (“Lista”), which was purchased for $89.7 million, net of cash acquired, and Tong Lung, in which the
Company purchased an 89% controlling share for $102.8 million, net of cash acquired, and assumed $20.1 million of short term
debt. In January 2013, the Company purchased the remaining outstanding shares of Tong Lung for approximately $12 million.
Lista's storage and workbench solutions complement the Industrial & Automotive Repair division's tool, storage, radio frequency
identification ("RFID")-enabled systems, and specialty supply product and service offerings. Tong Lung manufactures and sells
commercial and residential locksets. The residential portion of the business was part of the December 2012 HHI sale and closed
on April 8, 2013. Refer to Note T, Discontinued Operations, for further discussion. Lista was purchased in the first quarter of
2012 and is part of the Industrial segment. Tong Lung was purchased in the third quarter of 2012 and is part of the Security
segment. The purchase accounting for these acquisitions is complete.
ACTUAL AND PRO-FORMA IMPACT FROM ACQUISITIONS
Actual Impact from Acquisitions
The Company did not complete any acquisitions during 2014. As such, there was no impact from new acquisitions on the
Company's Consolidated Statements of Operations for the year ended January 3, 2015.
Pro-forma Impact from Acquisitions
The following table presents supplemental pro-forma information for continuing operations for the year ended December 28,
2013 as if the Infastech, GQ, and other 2013 acquisitions had occurred on January 2, 2012. This pro-forma information
includes acquisition-related charges. The pro-forma consolidated results are not necessarily indicative of what the Company’s
consolidated net sales and net earnings would have been had the Company completed these acquisitions on January 2, 2012. In
addition, the pro-forma consolidated results do not reflect the actual or expected realization of any cost savings associated with
the acquisitions.
(Millions of Dollars, except per share amounts) Year-to-Date 2013
Net sales ......................................................................................................................................................... $ 11,001.5
Net earnings attributable to common shareowners ........................................................................................ 550.9
Diluted earnings per share-continuing operations.......................................................................................... 3.47
The 2013 pro-forma results were calculated by combining the results of Stanley Black & Decker with the stand-alone results of
the 2013 acquisitions for their respective pre-acquisition periods. The following adjustments were made to account for certain
costs which would have been incurred during these pre-acquisition periods:
• Elimination of the historical pre-acquisition intangible asset amortization expense and the addition of intangible asset
amortization expense related to intangibles valued as part of the purchase price allocation that would have been
incurred from December 31, 2012 to December 28, 2013.