SECURITAS AB Annual Report 2011

Fuego Red, Argentina
Securitas has acquired all shares in the technical security solutions company
Fuego Red in Argentina. Fuego Red has 65 employees. The company is
focused on fire detection systems, and has also technical maintenance
services of video solutions and access control. The acquisition of Fuego
Red strengthens Securitas market leader position in Argentina. It also
makes it possible to develop and integrate technical solutions and electronic
security products in a higher degree in the offerings to the customers. The
company had at the time of acquisition projected annual sales of approximately
MSEK 29. Goodwill, which amounts to MSEK 28.8, is mainly related
to operational expansion.
ACQUISITION OF THE BUSINESS IN FUEGO RED
SUMMARY BALANCE SHEET AS OF ACQUISITION DATE NOVEMBER 1, 2011
MSEK
fair value
acquisition balance
Operating non-current assets 0.8
Accounts receivable 4.8
Other assets 1.9
Other liabilities -26.0
Total operating capital employed -18.5
Goodwill from the acquisition 28.8
Acquisition related intangible assets 3.2
Total capital employed 13.5
Net debt 0.3
Total acquired net assets 13.8
Purchase price paid -13.8
Liquid funds in accordance with acquisition analysis 0.3
Total impact on the Group’s liquid funds -13.5
All the shares in Fuego Red were acquired.
The acquisition has contributed to total sales with MSEK 5.0 and to net income for the year with
MSEK 0.5. The acquisition would, if it had been consolidated from January 1, 2011, have contributed
to total sales with MSEK 28.5 and to net income for the year with MSEK 3.0.
Transaction costs amounts to MSEK 1.3.
Deferred consideration amounts to MSEK 22.4 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.
Goodwill that is expected to be tax deductible amounts to MSEK 27.3.
CSS Internacional, Costa Rica
Securitas has acquired all shares in the security services company CSS
Internacional in Costa Rica. CSS Internacional is one of the three largest
security services companies in Costa Rica. CSS Internacional has 1 000
employees. The company has national coverage in guarding services. The
company had at the time of acquisition projected annual sales of approximately
MSEK 97. Goodwill, which amounts to MSEK 45.0, is mainly related
to geographical expansion.
Annual Report
Notes and comments to the consolidated financial statements
ACQUISITION OF THE BUSINESS IN CSS INTERNACIONAL
SUMMARY BALANCE SHEET AS OF ACQUISITION DATE DECEMBER 1, 2011
MSEK
fair value
acquisition balance
Operating non-current assets 3.7
Accounts receivable 9.8
Other assets 4.6
Other liabilities -31.6
Total operating capital employed -13.5
Goodwill from the acquisition 45.0
Acquisition related intangible assets 12.5
Total capital employed 44.0
Net debt -0.3
Total acquired net assets 43.7
Purchase price paid -43.7
Liquid funds in accordance with acquisition analysis 5.3
Total impact on the Group’s liquid funds -38.4
All the shares in CSS Internacional were acquired.
The acquisition has contributed to total sales with MSEK 9.2 and to net income for the year with
MSEK 0.4. The acquisition would, if it had been consolidated from January 1, 2011, have contributed
to total sales with MSEK 96.8 and to net income for the year with MSEK 2.5.
Transaction costs amounts to MSEK 0.5.
Deferred consideration amounts to MSEK 14.0 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 45.0.
OTHER ACQUISITIONS AND ADjUSTMENTS
SuMMARy BALANCE SHEET
MSEK
fair value
acquisition balance
Operating non-current assets -1.5
Accounts receivable 1.1
Other assets 4.8
Other liabilities 5.6
Total operating capital employed 10.0
Goodwill from the acquisitions1 93.8
Acquisition related intangible assets2 111.1
Total capital employed 214.9
Net debt 3.6
Total acquired net assets3 218.5
Purchase price paid3 -211.7
Liquid funds in accordance with acquisition analysis 11.3
Total impact on the Group’s liquid funds -200.4
1 Mainly related to update of the acquisition calculation for Reliance Security Services, UK and acquisition
of the business in VIF and Azur Security, France, Automatic Alarm and Optimit, Belgium and acquisition
of assets in European Safety Concepts, Thailand.
2 Mainly related to acquisition of contract portfolios in National Security Protective Services and Omniwatch,
the USA, VIF and Azur Security, France, Automatic Alarm, Belgium, CMDT, Morocco and European
Safety Concepts, Thailand.
3 Purchase price paid differs to total acquired net assets due to revaluation of deferred consideration of
MSEK -6.8.
Transaction costs amounts to MSEK 12.6.
Deferred consideration for acquisitions made during 2011 amounts to MSEK 38.9 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
companies and the final outcome of the payment may consequently exceed the estimated amount.
Securitas Annual Report 2011
113