SECURITAS AB Annual Report 2011

Acquisitions and divestitures
Interseco, the Netherlands
Securitas has acquired all shares in the security consulting company Interseco
in the Netherlands. Interseco has approximately 50 employees and
focuses on advising and assisting their customers to detect and gain control
of crime risks. The company had at the time of acquisition projected annual
sales of approximately MSEK 59. Goodwill, which amounts to MSEK 36.2,
is mainly related to operational expansion and human capital.
ACQUISITION OF THE BUSINESS IN INTERSECO
SUMMARY BALANCE SHEET AS OF ACQUISITION DATE JANUARY 1, 2011
MSEK
fair value
acquisition balance
Operating non-current assets 1.5
Accounts receivable 5.8
Other assets 7.1
Other liabilities -38.3
Total operating capital employed -23.9
Goodwill from the acquisition 36.2
Acquisition related intangible assets 10.3
Total capital employed 22.6
Net debt 4.5
Total acquired net assets1 27.1
Purchase price paid1 -24.1
Liquid funds in accordance with acquisition analysis 4.5
Total impact on the Group’s liquid funds -19.6
1 Purchase price paid differs to total acquired net assets due to revaluation of deferred consideration of
MSEK -3.0.
All the shares in Interseco were acquired.
The acquisition has contributed to total sales with MSEK 59.2 and to net income for the year with MSEK 1.7.
Accounts receivable includes items not expected to be collected amounting to MSEK 0.1.
Transaction costs amounts to MSEK 1.2.
Deferred consideration amounts to MSEK 13.0 and has been recognized mainly based on assessment
of the future profitability development for an agreed period. The recognized amount is Securitas’ best
estimate of the final outcome. Thus, no estimate of the range of outcomes has been calculated. Deferred
consideration is linked to the future development of profitability in the acquired company and the final
outcome of the payment may consequently exceed the estimated amount.
Adria Ipon Security, Bosnia and Herzegovina
Securitas has acquired 85 percent of the shares in the security services
company Adria Ipon Security in Bosnia and Herzegovina. The agreement
includes an option of acquiring the remaining 15 percent. Adria Ipon
Security has approximately 200 employees. The company had at the time
of acquisition projected annual sales of approximately MSEK 16. Goodwill,
which amounts to MSEK 9.0, is mainly related to geographical coverage.
Annual Report
Notes and comments to the consolidated financial statements
ACQUISITION OF THE BUSINESS IN ADRIA IPON SECURITY
SUMMARY BALANCE SHEET AS OF ACQUISITION DATE JANUARY 1, 2011
MSEK
fair value
acquisition balance
Operating non-current assets 3.9
Accounts receivable 0.8
Other assets 0.2
Other liabilities -7.3
Total operating capital employed -2.4
Goodwill from the acquisition 9.0
Acquisition related intangible assets 7.5
Total capital employed 14.1
Net debt -1.9
Total acquired net assets 12.2
Purchase price paid -12.2
Liquid funds in accordance with acquisition analysis –
Total impact on the Group’s liquid funds -12.2
85 percent of the shares in Adria Ipon Security were acquired. No non-controlling interests have been
accounted for since Securitas has an option to buy the remaining shares and the seller has an option to
sell the remaining shares. Consequently, 100 percent of the company is consolidated.
The acquisition has contributed to total sales with MSEK 16.5 and to net income for the year with
MSEK 1.3.
Accounts receivable includes items not expected to be collected amounting to MSEK 0.1.
Transaction costs amounts to MSEK 0.8.
Deferred consideration amounts to MSEK 4.6 and has been recognized mainly based on assessment
of the future profitability development for an agreed period. The recognized amount is the maximum
amount of the final outcome of the payment.
Seguridad y Turismo Segutouring, Ecuador
Securitas has acquired all shares in the security services company Seguridad
y Turismo Segutouring in Ecuador. The company has approximately 900
employees and is mainly operating in guarding services. The company had
at the time of acquisition projected annual sales of approximately MSEK 39.
Goodwill, which amounts to MSEK 4.4, is mainly related to geographical
expansion.
ACQUISITION OF THE BUSINESS IN SEGURIDAD Y TURISMO SEGUTOURING
SUMMARY BALANCE SHEET AS OF ACQUISITION DATE FEBRUARY 1, 2011
MSEK
fair value
acquisition balance
Operating non-current assets 0.7
Accounts receivable 5.7
Other assets 6.0
Other liabilities -19.0
Total operating capital employed -6.6
Goodwill from the acquisition 4.4
Acquisition related intangible assets 10.0
Total capital employed 7.8
Net debt 2.1
Total acquired net assets 9.9
Purchase price paid -9.9
Liquid funds in accordance with acquisition analysis 2.4
Total impact on the Group’s liquid funds -7.5
All the shares in Seguridad y Turismo Segutouring were acquired.
The acquisition has contributed to total sales with MSEK 37.3 and to net income for the year with
MSEK 2.6. The acquisition would, if it had been consolidated from January 1, 2011, have contributed
to total sales with MSEK 40.7 and to net income for the year with MSEK 2.9.
Accounts receivable includes items not expected to be collected amounting to MSEK 0.6.
Transaction costs amounts to MSEK 0.8.
Deferred consideration amounts to MSEK 1.9 and has been recognized mainly based on assessment
of the future profitability development for an agreed period. The recognized amount is the maximum
amount of the final outcome of the payment.
Goodwill that is expected to be tax deductible amounts to MSEK 4.4.
Securitas Annual Report 2011
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