SECURITAS AB Annual Report 2011

112 Annual Report
Notes and comments to the consolidated financial statements
Securitas Direct AG, Switzerland (divestiture)
Securitas AB has sold its 50 percent of the shares in Securitas Direct AG,
Switzerland. The sale resulted in a capital gain for Securitas of MSEK 20,
and in addition an extraordinary dividend of MSEK 29 was received. The
buyer of the shares is the Swiss security services company Securitas AG,
who owns the other 50 percent of the shares in Securitas Direct AG.
DIVESTITURE OF THE BUSINESS IN SECURITAS DIRECT AG
SUMMARY BALANCE SHEET AS OF DIVESTITURE DATE OCTOBER 21, 2011
MSEK
fair value
divested balance
Operating non-current assets 14.1
Accounts receivable 5.5
Other assets 15.8
Other liabilities -48.6
Total operating capital employed -13.2
Goodwill -10.1
Total capital employed -23.3
Net debt -19.4
Total divested net assets1 -42.7
Consideration received1 92.3
Liquid funds in accordance with divestiture analysis -19.8
Total impact on the Group’s liquid funds 72.5
1 Consideration received differs to total divested net assets due to capital gain of MSEK -20.2 and
extraordinary dividend of MSEK -29.4.
Securitas AB has sold its 50 percent of the shares in Securitas Direct AG.
Refer to note 7 for total sales and operating income for the year.
Ave Lat Sargs, Latvia
Securitas has acquired 65 percent of the shares in the security services
company Ave Lat Sargs in Latvia. There is an agreement to acquire the
remaining 35 percent of the shares in 2014. Ave Lat Sargs is one of the
largest security services companies in Latvia. The company has 280
employees. Ave Lat Sargs is mainly operating within guarding, technical
security solutions and monitoring. The company had at the time of
acquisition projected annual sales of approximately MSEK 40. Goodwill,
which amounts to MSEK 12.4, is mainly related to geographical expansion.
Securitas Annual Report 2011
ACQUISITION OF THE BUSINESS IN AVE LAT SARGS
SUMMARY BALANCE SHEET AS OF ACQUISITION DATE NOVEMBER 1, 2011
MSEK
fair value
acquisition balance
Operating non-current assets 0.8
Accounts receivable 4.3
Other assets 0.9
Other liabilities -16.2
Total operating capital employed -10.2
Goodwill from the acquisition 12.4
Acquisition related intangible assets 6.6
Total capital employed 8.8
Net debt 6.0
Total acquired net assets 14.8
Purchase price paid -14.8
Liquid funds in accordance with acquisition analysis 6.0
Total impact on the Group’s liquid funds -8.8
65 percent of the shares in Ave Lat Sargs 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 6.9 and to net income for the year with
MSEK 0.2. The acquisition would, if it had been consolidated from January 1, 2011, have contributed
to total sales with MSEK 40.3 and to net income for the year with MSEK 0.3.
Accounts receivable includes items not expected to be collected amounting to MSEK 0.8.
Transaction costs amounts to MSEK 0.5.
Deferred consideration amounts to MSEK 8.8 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.
Europinter & ECSAS Gardiennage, France
Securitas has acquired all shares in the French security services companies
Europinter & ECSAS Gardiennage. Europinter & ECSAS Gardiennage have
125 employees. The companies are specialized in Mobile security services.
The companies had at the time of acquisition projected annual sales of
approximately MSEK 101. Goodwill, which amounts to MSEK 8.9, is mainly
related to synergies.
ACQUISITION OF THE BUSINESS IN EUROPINTER & ECSAS GARDIENNAGE
SUMMARY BALANCE SHEET AS OF ACQUISITION DATE NOVEMBER 1, 2011
MSEK
fair value
acquisition balance
Operating non-current assets 0.5
Accounts receivable 23.3
Other assets 3.6
Other liabilities -30.3
Total operating capital employed -2.9
Goodwill from the acquisition 8.9
Acquisition related intangible assets 8.2
Total capital employed 14.2
Net debt 4.7
Total acquired net assets 18.9
Purchase price paid -18.9
Liquid funds in accordance with acquisition analysis 4.8
Total impact on the Group’s liquid funds -14.1
All the shares in Europinter & ECSAS Gardiennage were acquired.
The acquisitions have contributed to total sales with MSEK 13.0 and to net income for the year with
MSEK -0.6. The acquisitions would, if they had been consolidated from January 1, 2011, have contributed
to total sales with MSEK 101.6 and to net income for the year with MSEK 2.9.
Accounts receivable includes items not expected to be collected amounting to MSEK 0.5.
Transaction costs amounts to MSEK 3.4.