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Loomis — Annual Report 2009
Apr 14, 2010
2940_10-k_2010-04-14_7da5e2e4-17c7-426c-8c74-f040ee0efde1.pdf
Annual Report
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Contents
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Financial statements
| Administration report | 29 |
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| Consolidated statement of income | 34 |
| Consolidated balance sheet | 35 |
| Consolidated statement of changes in equity | 36 |
| Consolidated statement of cash flows | 37 |
| Notes – Group | 38 |
| Parent Company statement of income | 71 |
| Parent Company balance sheet | 72 |
| Parent Company statement of cash flows | 73 |
| Parent Company changes in shareholder's equity | 74 |
| Notes – Parent Company | 75 |
| Audit Report | 83 |
| Quarterly data | 84 |
| Four year overview | 86 |
| The Share | 88 |
| Notice of Annual General Meeting | 90 |
| Addresses | 92 |
This is a translation of the original Swedish Annual Report. In the event of differences between the English translation and the Swedish original, the Swedish Annual Report shall prevail.
Group overview
Loomis offers a wide range of comprehensive solutions for cash handling. These services, which are mainly directed towards banks and retailers, offer secure and effective management of the physical flow of cash.
Loomis operates in 12 countries in Europe and in the USA. Total revenue during 2009 amounted to just under SEK 12 billion. Loomis has approximately 20,000 employees, located in more than 370 branches.
In the European countries in which Loomis operates, the Company's market share is approximately 30 percent. In the USA, the market share is estimated at just under 25 percent.
Loomis' goal is to be the number one or number two company in each geographical market in which it operates.
Loomis' service lines
CASH IN TRANSIT
Cash in Transit consists mainly of the collection of cash receipts from retailers and from safe deposits owned by Loomis, banks or retailers, as well as of cash deliveries to banks, Automated Teller Machines (ATMs) and stores.
CASH MANAGEMENT SERVICES
Cash Management Services consist of the work carried out at Loomis' approximately 220 cash centers. Counting, verification and quality controls are executed using state-of-the-art counting technology. The Centers also store cash, allowing customers to place orders when needed.
TECHNICAL SERVICES
Technical Services is a relatively minor service line, but contributes to the Company's ability to offer comprehensive solutions to customers. Among other services, these operations consist of the technical servicing of ATMs.
Key ratios
| MSEK | 2009 | 2008 | 2007 |
|---|---|---|---|
| The Group, in brief1) | |||
| Revenue | 11,989 | 11,258 | 10,591 |
| Revenue, Europe | 7,618 | 7,320 | 6,859 |
| Revenue, USA | 4,372 | 3,938 | 3,732 |
| Operating income (EBITA) | 837 | 748 | 566 |
| Operating margin (EBITA), % | 7.0 | 6.6 | 5.3 |
| Operating income (EBIT) | 821 | 733 | 406 |
| Earnings per share2) | 6.85 | 5.80 | –12.06 |
| Cash flow from operating activities as % of operating income (EBITA) Average number of full time equivalent |
94 | 59 | 120 |
| employees | 18,178 | 19,361 | 18,245 |
1) Comparative figures for 2007 are adjusted for the divested LCM operations in the UK.
2) During 2008, the share structure of Loomis AB was changed as a result of a reverse split (1:5). Earnings per share have been adjusted to reflect this change.
Share of revenue distributed by service area 2009
2) During 2008, the share structure of Loomis AB was changed as a result of a reverse
Revenue and operating income (EBITA) for the Group, 2007–20091)
1) Comparative figures for 2007 are adjusted for the divested LCM operations in the UK.
The year in review
- Revenue for the period was MSEK 11,989 (11,258).
- Organic growth rate was –3 percent (3).
- Operating income (EBITA) amounted to MSEK 837 (748), an improvement of MSEK 89 compared to 2008.
- Operating margin (EBITA) rose to 7.0 percent (6.6).
- Income before taxes amounted to MSEK 706 (569) and net income after taxes was MSEK 500 (424).
- Earnings per share were SEK 6.85 (5.80).
- Cash flow from operating activities amounted to MSEK 789 (442), which is equivalent to 94 percent of the operating income (EBITA).
- The proposed dividend is SEK 2.65 per share.
Branches in focus
" Operations in the USA and Europe have both substantially increased focus on the branch offices."
President's statement page 2
More efficient organization in the USA
A new, more streamlined structure was a pivotal reason for enhanced efficiency and improvement of the results in the USA operations.
USA page 12
Thorough risk management
Loomis has a well-functioning structure and systematic processes for the identification and management of risks.
Risk Management page 14
Increased margin through improved efficiency and reduced costs
2009, our first year as an independent stock-exchange listed company, was a good year for the Group. Operating income before amortization (EBITA) amounted to MSEK 837, which was an improvement of MSEK 89 over 2008. The profit stabilized more and more each quarter, but equally as gratifying is that the operating margin (EBITA) during the last two quarters was close to 8 percent, and 7.0 percent for the whole year. This means that we have good prerequisites for reaching our most important short-term financial goal – an operating margin of at least 8 percent in 2010.
One contributing factor to our financial stability is a strong cash flow, which is the foundation of a sound business operation. Cash flow from operating activities amounted to MSEK 789, which is equivalent to 94 percent of operating income and was significantly better than on our goal of 85 percent of operating income.
Increased efficiency and more decentralized responsibility
Through intensive efforts to reduce costs and to increase efficiency throughout the Group, we were able to improve profit and operating margin despite the weak economic climate with shrinking markets in a number of countries. We have implemented a more efficient organization with a more decentralized and clear profit responsibility, all the way down to our approximately 370 branch offices. Alongside the decentralization, we have established a system of reporting, which allows for better financial control and a more efficient process for forecasting at the branch offices and subsidiaries, which is especially important in an economic downturn.
In 2009, we successfully implemented the part of our strategy that builds on the terms "price-branch-risk".
"Price" means that we became better at compensating ourselves for costs through the price that customers pay, which in turn is reflected in the Group's profitability. We have also been innovative in finding cost efficient solutions for both ourselves and our customers.
"Branch" means that we increased the efficiency of many branch offices by actively working with planning of the routes and staffing. The efficiency has also increased since we removed middle manager levels in a number of countries and increased the responsibilities of the management at the branch offices.
"Risk" means a never ending drive towards avoiding personal injuries for our own and others' employees. As our employees have become better at working according to our set processes for identification and management of risks, we were able to keep the risk costs at an acceptable level. Additionally, investments in technical equipment have contributed towards containing the number of injuries. Lastly, we were able to decrease the financial risks by improving the control and monitoring of customer contracts.
Group-wide change program
2009 was characterized by programs of change throughout the Group. The biggest changes took place in the USA, but a number of change projects were conducted in Europe as well.
In the USA, which represents close to 40 percent of the business, a new, more streamlined organization was implemented, with fewer manager levels and shorter reporting lines, which leads both to savings and to an increase in focus at branch office level. As a result of this and other actions, we were able to reduce the number of employees by approximately 600. The restructuring program in USA is headed by our previous CFO, Jarl Dahlfors, who was appointed Country President in USA during the summer. Operating income in the USA improved to MSEK 251, but nonetheless this move, although in the right direction, is insufficient, and there is potential for further improvement.
We also implemented changes in Europe, but not to the same extent as in the USA. An important part of this was increased professionalism and efficiency in a number of countries, primarily in the UK and Sweden. The implemented changes resulted in an operating margin of 9.1 percent and an operating income of MSEK 691.
During the year, a subsidiary was established in Slovakia through the acquisition of a business that currently has 28 employees. The establishment in Slovakia is a step in our strategy to expand in Eastern Europe.
Focus on the branch offices
Operations in the USA and Europe have both substantially increased focus on the branch offices. By giving each branch manager a clearer profit responsibility and by comparing the branches with each other, we were able to increase efficiency and profitability of most units. As the ongoing efforts to refine branch office operations have continued, the share of profitable branches has risen from 68 to 72 percent since the commencement of measurements in 2008.
The improved reporting and follow-up processes have made it possible for us to compare each country's branches on the basis of a selection of key figures, and thereafter enforce a focused change program, with the purpose of improving operations based on the practices used in the topperforming branch. This is a long and demanding process, but we are convinced that this will continue to build and
"For a group like Loomis, with operations in 13 countries with as many cultures, and a delegated responsibility to subsidiaries in each country, it is essential to have a clear corporate culture with common values."
develop the Group in the right direction for improved profitability.
Stable market in the long term
During 2009, the market was negatively affected by the economic recession, though the effect varied between countries. Most European countries were relatively unaffected, with the exceptions of the UK and Spain that were hit significantly harder. The market in the USA was strongly affected by the economic downturn through decreased cash volumes in circulation and fewer stops.
For us, a weak economic environment does not necessarily imply fewer customers, but that the flow of cash decreases and thereby the volumes of cash that we handle. Another effect during the year has been that our customers have not been as keen to quickly deposit the money in a bank account, as the interest rates have been at record low levels. These two factors result in fewer stops or pick-ups for us.
In other words, no substantial structural change has occurred on the market. My assessment is rather that this is a passing economic cycle effect and that the market has longterm stability.
Expanded customer offers
During 2008 and 2009, we prioritized improvements to our key financial ratios through consolidation, increased efficiency and cost reduction, instead of growth. This will continue in 2010, but in combination with an increased prioritization of growth.
Even though our positions are strong and we are the largest or second largest on the markets in which we operate, we expect to grow organically by expanding our customer offering, among other ways by developing and increasing the focus on integrated cash handling solutions that include both cash in transit and cash management services. In this way, we can take market shares, primarily from small and mediumsized companies.
We are also open to growth through acquisition of small and medium-sized companies, leading to a broadening of our market, or a reinforcement of our already strong market position in those regions or countries where we operate. There are a number of such companies in both Europe and the USA. One example is the small acquisition of Hammond Services CIT in USA, which we announced immediately following year-end. Through the acquisition, we strengthened our regional position in the western part of the USA and we can thereby offer our customers increased service.
"The specialist at managing Cash in Society"
For a group like Loomis, with operations in 13 countries with as many cultures and a delegated responsibility to subsidiaries in each country, it is essential to have a clear corporate culture with common values and consistent methods, regardless of the country in question.
During 2009 and the beginning of 2010, we worked intensively on anchoring our renewed values:
- People We are committed to developing quality people and treating everyone with respect.
- Service We strive for exceptional quality, innovation, value and exceeding customer satisfaction.
- Integrity We perform with honesty, vigilance and high ethics.
During 2010, we will start working with a new brand strategy that will highlight, in a clearer way than before, the Group's competence as the only major supplier completely specialised in cash handling. We shall be "The specialist at managing Cash in Society".
Both our values and the brand are important assets when we strive towards becoming a more attractive employer and minimising the employee turnover.
I want to thank all our approximately 20,000 employees for taking an active part in the change program that is underway, thus making it possible to report a strong profit and lay a good foundation for the next step in Loomis' development.
Stockholm, March 2010
The Specialist in Cash Handling Services
In order to be a world leader in cash handling, creating the best and most efficient flow of cash in society, Loomis continuously develops its product portfolio. By being at the cutting edge of technological development regarding cash and risk management, we can offer customers effective and secure comprehensive solutions.
VISION
Loomis' vision is to handle the flow of cash in society by offering complete logistics for cash handling, with innovative and secure cash handling solutions for banks and retailers.
Business concept
Loomis' business concept is to be a world leading supplier of first-class secure services for handling the flow of cash in society.
Strategies
In order to reach set goals, Loomis applies the following strategies:
Cost efficiency
Cost efficiency is a fundamental part of Loomis' offering to customers and of the ambition to increase the efficiency in the flow of cash in society. Naturally, this places great demands on the Group's own efficiency. One important factor in maintaining and further improving the cost efficiency is the decentralized management model combined with result responsibility, profitability comparisons and exchange of experience between the approximately 370 branches.
Another factor contributing to high cost efficiency is Loomis' ambition to be at the forefront of technical development within cash handling, which among other things means that great importance is placed on the continuous refinement of tools to enable the flow of information.
Risk management
To understand and manage risks for the benefit of customers as well as for Loomis itself is a core element of Loomis' business. Safety is one of the most important customer values that the Group has to offer.
The Group has a well functioning structure and systematic processes for the identification and management of risks. Loomis takes only controlled risks and seeks to prevent economic losses and minimize the risks that it has chosen to assume.
Great emphasis is placed on employee training and the promotion of a corporate culture characterized by high ethics and morals. Additionally, technical aids for minimizing risks are developed on an ongoing basis, for example through closed end to end systems for cash handling.
Loomis' History
Through Loomis' current specialisation in Cash handling, the Company could be said to be returning to its roots. Wells Fargo & Co was founded in 1852, during the goldrush in California, and was a specialist in cash transport, as was Loomis Armored Car Services, which was founded in 1925, and acquired Wells Fargo in 1997.
In 2001, Loomis, Fargo & Co. was incorporated in Securitas, thereby becoming part of extensive security operations, which also encompasses security guard services and the sale of technical security equipment.
At the end of 2008, all shares in Loomis were distributed to the shareholders of Securitas. Since then, Loomis has once again become an independent company specializing in cash handling.
Comprehensive solutions
Loomis' goal is to continually develop the services it offers in order to deliver an increasingly greater value to its customers and thereby create increased revenues.
In order to deliver the two most central customer values, efficiency and safety, in the best way, Loomis strives to develop and offer integrated cash handling solutions, which includes both cash in transit and cash management.
An important prerequisite for offering optimal, comprehensive solutions is the continuous improvement of information flows and technical solutions.
Decentralization
Loomis' organization is characterised by a far-reaching decentralization. The main reason for this is that the best decisions are made closest to the customers. Operations are local in nature and the branch offices are therefore responsible for their own operational profit. The decentralization is complemented by the central control and management of finance and risk functions.
Loomis' worldwide presence is made clear through the use of a common name and brand identity. Brand positioning is based on the fact that Loomis is the only international company that has a clear, exclusive focus on cash handling.
At the same time, the Group aims to benefit from its broad international presence, through the exchange of information, experiences and best practice between the units.
Acquisitions
By way of cost efficiency, solid risk management, comprehensive solutions and decentralized decision-making, the foundations are laid for healthy organic growth. In addition to this, Loomis is prepared to grow through acquisitions when the opportunity arises, both to strengthen its position in existing markets and to enter into new countries. One such future ambition is expansion in Eastern Europe.
Price, branch, risk
In order to achieve the short-term goal of an operating margin of at least 8 percent, Loomis focuses on three areas:
"Price" means compensation for cost increases through the price paid by customers.
"Branch" means increasing efficiency at local branch offices. "Risk" means controlling risk costs by improving our ability to work in accordance with our procedures for the identification and management of risks.
GOALS AND DIVIDEND POLICY
Loomis' overriding goal is to create value for shareholders and other stakeholders through sustainable profitable growth.
Operational goals
Loomis aims to be a global leader in cash handling through creating comprehensive solutions and providing added value to the customer, and by being one of the top two companies in each geographical market in which it operates. Loomis' goal is to remain in the vanguard of technological developments in cash handling.
Financial goals
Loomis' long-term margin target is to achieve an operating margin exceeding 10 percent. The Company's intermediate goal is to attain an operating margin of at least 8 percent by 2010.
Cash flow from operating activities should, over time, amount to an equivalent of at least 85 percent of operating income.
Dividend policy
Loomis' intention is to grant shareholders a dividend providing a good yield and dividend growth, and to apply a dividend policy in which the dividend level reflects Loomis' strategy, financial position and other financial goals and risks deemed relevant by the Board. The annual dividend should, over the long-term, correspond to approximately 30 to 50 percent of the Group's net income after taxes.
In order to achieve the short-term goal for the operating margin, Loomis is focusing on pricing, efficiency at branch offices, and risk expenses. The long-term margin goal can be achieved by increasing outsourcing, growing cash volumes and market consolidation.
Growth potential through outsourcing
Demand for cash handling services is growing along with general economic growth. In addition, market growth stems from increased outsourcing from banks and an increasing demand for comprehensive solutions.
Loomis offers cash handling services in 12 European countries and in the USA. Currently, the available market in these countries is estimated at SEK 45 billion, of which Loomis' market share is about 26 percent. The potential market for outsourced cash handling services in these countries is estimated at SEK 60 billion – close to 30 percent more than the current market.
Services to the banking and finance sectors account for approximately 60 percent of the market, while the remaining 40 percent consists of services to retailers.
Market drivers
The market for cash handling has a stable long-term growth, but due to the current economic downturn the revenue from certain markets have been affected negatively. The market grows at a base rate which is approximately in line with GNP. There is also growth above this level due to the increasing rate of outsourcing from banks and commerce. Cash management is the service line which is growing the fastest, even if cash in transit still constitutes a larger portion of the market, particularly in the USA. However, the trend is increasingly for customers to request integrated solutions for the entire chain of cash handling.
New, more efficient and more qualified solutions and services are being developed as new market needs arise. The supply of new services increases, in turn, the motivation amongst retailers and banks to increase the degree of outsourcing for their cash handling needs. The progress varies in different countries, implying that there is still major growth
Number of installed ATMs Market positions 2009
potential in countries which are currently relatively undeveloped in this respect. The most important example is the USA.
In order to drive the trend towards increased outsourcing, Loomis and others within the industry must successfully demonstrate the customer benefit of outsourced cash handling. The core in this customer benefit is to offer cost efficiency and safety.
The main reason why outsourcing lowers customers' costs is economies of scale. It is simply more efficient for counting and control to occur at a smaller number of units with a higher level of automation. The safety argument for outsourcing is based on the fact that outsourcing decreases the risk to the customers' employees, while insurance premiums also decrease. Additionally, the economies of scale free more resources for investments in technical equipment and safety. A consolidation into a smaller number of centres for counting implies increased efficiency for the society´s cash handling in total.
There are even great opportunities for growth within markets where professional suppliers have long been managing a major portion of the cash handling business. In retail especially, integrating cash in transit and cash management services can increase security and efficiency. There is also great interest in systems that can simplify and speed up cash handling with the purpose of optimizing interest rate costs.
Banks also demonstrate an increased interest in the outsourcing of cash handling. However, some markets have shown resistance, as banks have traditionally handled these processes internally. Therefore, continued investments in
| Market positions 2009 | ||
|---|---|---|
| -- | ------------------------------ | -- |
| Country | Market Position | |
|---|---|---|
| France | 1 | |
| Sweden | 1 | |
| Austria | 2 | |
| Denmark | 2 | |
| Finland | 2 | |
| Norway | 2 | |
| Slovenia | 2 | |
| Spain | 2 | |
| Switzerland | 2 | |
| UK | 2 | |
| USA | 2 | |
| Portugal | 3 | |
| Source: Retail Banking Research Ltd. | Slovakia | 3 |
Please note that the information regarding Loomis' market position in relation to its competitors is the result of Loomis' overall assessment based on both internal and external sources. The sources upon which Loomis has based its assessment include, among others, industry statistics, information from an independent industry association, ESTA (European Security Transport Association) and information from subcontractors.
information technology are necessary to increase trust and efficiency in external solutions.
The demand for cash handling services is affected by the amount of cash in circulation in society. In the USA, the rate of increase in the cash volume has been about 4 percent per year the past ten years, and in Europe, about 8 percent since the introduction of the Euro. In the long term, it is realistic to assume that cash in proportion to GNP is relatively constant in both the USA and the Euro-zone and the volume of cash is, accordingly, increasing at the same rate as economic growth.
Cash is used in around 80 percent of all transactions in the Euro-zone and in around 60 percent of transactions in the UK and the USA. In the Euro-zone, six in every seven payments between private individuals are still made using cash and one in four adults uses only cash when shopping. The high cost for electronic transactions, especially for smaller amounts, is a contributing factor of the continued high level of cash usage. Credit card fraud also contributes to increased scepticism towards the security of card payments.
At the same time, ATM withdrawals are also increasing. This trend also implies possibilities for the cash handling industry. In more or less all of Loomis' markets, ATMs account for more than 50 percent of cash distribution to customers. There are approximately 380,000 ATMs in Western Europe and approximately 470,000 in the USA.
The competition
The market is characterised by increased competition. The largest competitors are G4S in Europe and Brink's in the USA. Loomis' share of the total market, in the European countries in which Loomis operates, amounts to approximately 30 percent. In the USA, Loomis' market share is estimated to be almost 25 percent. The product mix differs somewhat between the largest companies in each respective market. Cash in transit still comprises the largest share of the business operations among all competitors.
The markets in which Loomis operates are normally dominated by two major nationwide providers. In addition, there are a number of medium-sized and a large amount of small, local providers. The current industry structure makes further consolidation probable.
Customers
The customers are becoming increasingly professional, which means that they place higher demands on the suppliers as regards quality, price and contract length. Loomis' customers consist primarily of banks and retailers, as well as to some extent, portions of the public sector. The largest customers are located in the USA, France, the UK and Spain.
The range of customers is great, from central banks, major commercial banks and operators of ATMs to major chains and smaller independent stores. Customers within the public sector include municipalities and hospitals.
The banking sector accounts for more than half of total revenues. However, the distribution of business between the banks and the retail sector varies significantly between countries. These differences can be explained by the fact that banks in certain countries traditionally consider cash handling to be a part of their core business.
A number of Loomis' customers are multinational, which increases the value of Loomis' active presence in both Europe and the USA. Even though all procurement takes place on a national level, Loomis benefits from its size and experience, as well as from benchmarking between different markets.
Loomis decentralized structure implies that responsibility for customer relations is primarily on a local level.
The flow of cash is increasing substantially in both Europe and USA creating the basis for growth in Loomis' markets.
Complete cash handling services
A complete range of services and long experience in cash handling makes Loomis the natural choice as a specialist in the provision of secure, efficient comprehensive solutions.
Loomis is the only major operator which is completely specialized in cash handling. The services can be divided into three areas:
- Cash in Transit
- Cash Management Services
- Technical Services
Cash in Transit remains the largest source of revenue, even though revenue from cash management services is growing faster. In Europe, there is a good balance between revenue from Cash in Transit and revenue from Cash Management Services. In the USA, on the other hand, Cash in Transit is responsible for the majority of revenue, as banks have not outsourced cash management services to the same extent as in Europe. Technical Services form a relatively minor service line, but do, however, contribute to the Group's ability to offer comprehensive solutions to customers. One important ambition is also to offer integrated solutions, in which Cash in Transit, Cash Management Services and Technical Services can be combined according to customer requirements. These solutions can contain, for example, the authentication of banknotes, or online services for ordering services, particularly for retail customers. Increasingly, new technical solutions are offered, with closed systems from the store's or bank's register to Loomis' vault.
In order to adequately deliver complete solutions, a certain business volume and scope is required. Loomis is therefore
one of few operators which can offer secure and efficient comprehensive solutions.
Cash in Transit
Loomis' transport services are mainly used by banks and business enterprises, as a part of the customers' complete cash management. Transportation is primarily comprised of collecting cash receipts from retailers and from safe deposit boxes owned by Loomis, banks or retailers, as well as delivering cash to banks, ATMs and retailers. Loomis also provides customers with petty cash and foreign currencies.
Continuous work on improving efficiency takes place within the transportation operations, and great importance has been placed upon upgrading the technical equipment. In doing this, the goal is to further improve the efficiency of security and control. Loomis is also introducing systems to optimize the vehicle routes, aiming for the most efficient driving routes possible with a higher number of stops per route.
The use of SafePoint® deposit units allows transport services to be integrated with in-store safes. Stores can deposit their cash receipts into these units on a daily basis for emptying by Loomis' Cash in Transit staff at agreed intervals. Loomis takes responsibility for the cash deposited in the unit, implying less risk for employees and lower insurance responsibility for the customer. Store personnel do not have to participate in emptying the unit and the point in time at which this is performed can vary. The SafePoint® service has been fur-
ther developed into several different forms suited to the needs of the different customer categories, from small traders to major chain stores.
Cash Management Services
Cash receipts picked up by Loomis' Cash in Transit operations from retailers, as well as cash from ATMs and banking offices, is further processed at the Group's cash centers. Counting, verification and quality controls take place using state-of-the-art counting technology.
The Centers also store cash, allowing customers to place orders when needed. By optimizing flow of cash, the need for customers to store cash is reduced. Loomis operates a large number of cash centers and can, thereby, offer comprehensive solutions whereby efficient Cash Management Services are a complement to Cash in Transit. An efficient cash flow is, consequently, created.
Loomis can also manage the entire chain of services required for well-functioning ATMs. Among others, these services include quality sorting of bills, replenishment of ATMs, reconciliation of amounts, service and reporting to responsible banking offices.
Loomis has also developed its own cash forecasting tool for ATMs. This tool provides forecasts of ATM replenishment requirements and also shows costs for replenishment and storage of bills in ATMs. These forecasts have traditionally been based on time-consuming manual calculations.
Technical Services
Loomis' operations within Technical Services primarily consist of the basic technical servicing of ATMs. However, upgrading and development of new services is also taking place within this area.
Using an internally developed IT system, Loomis can, for instance, handle service orders for ATMs. This system can be connected directly with the ATM and, when service is required, it generates an automatic service order which is subsequently handled by a service technician.
LOOMIS' ROLE IN SOCIETY'S CASH FLOW
Looking east
Loomis offers a complete range of Cash in Transit, Cash Management Services and Technical Services in twelve European countries. A future ambition is to expand into Eastern Europe.
The Markets
The European market for Cash Handling Services is estimated at approx. SEK 25 billion in the countries where Loomis is operative, that is, Austria, Denmark, Finland, France, Norway, Portugal, Slovakia, Slovenia, Spain, Sweden, Switzerland and UK. The company's market share in these countries is approximately 30 percent. More or less half of the revenues come from the bank sector and the other half from retailers, but the shares vary from country to country.
Loomis' highest market share is in France and Sweden, where the company is the market leader. In the majority of the other countries, Loomis is number two on the market. (See table page 6).
In parts of Europe the commercial banks have outsourced Cash Management Services to a higher extent than in the US. The countries that reached the furthest are Sweden, Spain, Norway, Finland and UK whereas France, Switzerland and Austria are in an earlier phase. In Denmark, Portugal, Slovakia and Slovenia the banks still control large parts of the cash Handling.
The demand for Cash Handling Services is stimulated by regulations on recirculation of Euro bank notes, by the European Central Bank. The provisions set stricter requirements on processes within cash management and have been developed to improve the quality and authenticity of the banknotes that are in circulation. The rules, which have been implemented gradually during three years, will be fully implemented as of 1 January 2011.
The main competitors are Group4Securicor (G4S) and Prosegur. In France, Brink's is the largest competitor, and there is also a vast amount of smaller
companies. These create potential for consolidation through acquisition, since the smaller companies often lack the resources to live up to increased demands in skills within risk handling and technical content in the services.
Operations
Loomis offers a complete range of Cash in Transit, Cash Management Services and Technical Services in all of the European markets in which the company operates. The ambition is to increasingly deliver these services in the form of complete solutions, thereby enabling them to take market shares from smaller and medium-sized providers.
One of the effects of European banks outsourcing counting services over longer periods is an improved competence in purchasing these services. This benefits Loomis, which is granted an increasing share of corporate cash handling, but it also creates a certain pressure on prices, since the customers become more professional purchasers.
Technical Services primarily comprise the servicing of ATMs and are more developed in the UK, Sweden, Norway and Spain than in other countries.
Events during the year
Revenue in Europe amounted to MSEK 7,618 (7,320), which is equivalent to a 4 percent increase. The organic growth was –2 percent.
The development was influenced by the continuing recession, the effects of which were most noticeable in Spain and UK, whilst some countries were to a large extent unaffected by the recession.
During the year, significant efforts were invested in increasing the efficiency of the branches, among other things, through continuous profitability comparisons between the branches. The effect was that an increased number of the branches attained the Groups' profitability target.
Share of revenue distributed by service area 2009, Europe Europa
The most significant improvements were in Great Britain and Sweden. An important event was that Loomis was granted responsibility for all cash handling for Systembolaget, which is one of Sweden's largest retail companies.
Expansion in Eastern Europe continued with Loomis starting up a subsidiary in Slovakia. The time of its establishment was partly determined by the
fact that Slovakia switched to the Euro at the turn of the 2009. The relatively low degree of outsourcing within cash handling in Slovakia signifies good opportunities for growth. Later in the spring of 2009, Loomis acquired the Slovakian company, Fenix, which has a turnover of approximately Euro 500,000 and was the country's third largest cash handling company. The target is that Loomis shall be one of the top two largest companies in the country.
During the year, Loomis also took over assets and contracts from Ponsec, the Finnish safe and cash handling company. Loomis acquired safes and vaults plus client contracts regarding cash deposits in 17 shopping centres across Finland. The acquisition fits in well with the strategy to increasingly offer customers technically advanced security solutions, as a complement to the transport of cash.
Priorities for 2010
In 2010, efforts to raise profitability will be continued by focusing on prices, risk expenses and efficiency at the branch offices. The distribution of profitability is
Key ratios Europe
| MSEK | 2009 | 2008 | 2007 |
|---|---|---|---|
| Loomis, Europe excl. LCM 1) | |||
| Revenue | 7,618 | 7,320 | 6,859 |
| Organic growth, % | –2 | 2 | –1 |
| Operating income (EBITA) 2) | 691 | 644 | 560 |
| Operating margin, %2) | 9.1 | 8.8 | 8.2 |
1) The Europe segment has not been charged with investigation expenses for LCM which were borne by the Parent Company and is
presented in segment Other. The adjustment to exclude LCM thus only involves the elimination of LCM's revenue and operating income. 2) Earnings Before Interest, Taxes and Amortization of acquisition-related intangible assets, acquisition-related restructuring costs and items
affecting comparability.
relatively large both between and within countries, which allows a good potential for improvements in the currently less successful units.
An expansion in both existing and new markets is possible, given the right opportunities. This expansion can take place both through Loomis' own establishments and through acquisition.
New organization increased efficiency
During the year, a significant change in Loomis' US organization was undertaken. A new, flatter organizational structure was one of the key factors in the increase in efficiency and improved results.
The market
The USA market for cash handling services is estimated at approximately SEK 20 billion. The two largest companies, Brink's and Loomis, are the only companies offering services throughout the US. An additional three companies, Garda, Dunbar and Pendum, cover large parts of the country. These five companies, together, account for over 80 percent of the market. Loomis market share is estimated at almost 25 percent. In addition to these five companies, there are a large number of smaller operators. A certain limited consolidation continued during the year, the larger operators acquired a few of the smaller operators.
The customers mainly consist of banks and retailers. Over two thirds of revenue are from the banking sector.
During the year, the markets were affected by the ongoing economic downturn, which greatly impacted both banks and retailers. However, the effects were less extensive in Loomis, as the decline in cash handling was significantly less than for trade in general. One of the consequences of the economic downturn was an increasing consolidation among the banks.
The demand was negatively influenced by new check-reading technology, enabling the electronic scanning of checks as they are deposited in the machine by the customer, thus decreasing the need for emptying the deposit machines.
Cash in Transit is outsourced, to a great extent, while the outsourcing of Cash Management Services is significantly lower than in Europe. Banks still choose to manage large parts of the handling by themselves, which creates a potential for future growth. The
amount of outsourcing within Cash Management Services has increased during the last couple of years, but not at a dramatic pace.
The current consolidation within the bank sector can open up for outsourcing, as mergers can imply that the banks consider new solutions within Cash Management Services. Otherwise, Loomis strives to accelerate the trend towards outsourcing, by developing well-functioning operations in Cash Management Services within a number of smaller locations, which can ultimately serve as good examples.
Operations
During the year, an extensive restructuring of Loomis' US operations took place. The restructuring work is lead by the Group's former CFO, Jarl Dahlfors. The former organization's four levels (country, region, area and branches) were replaced by three; country, twelve districts and 170 branches. In reality, this resulted, for the most part, in a transition from four to two levels as the district managers do not have their own
staff but, instead, act as coaches for the branch managers.
The purpose was to simplify for the customers, as well as for the employees, and through operational standardization increase the level of efficiency. It had previously emerged that it could often take a long time for communication to reach either the top or the bottom of the organization which, in turn, led to a lack of success in change programs.
With a clearer delineation of responsibility for the result of the daily operations, employees and investments is now placed in the hands of the branches while the US office is responsible for all support functions.
The removal of a middle layer made it possible to decrease the personnel requirements also at branch and national offices. When the organization was simplified, fewer employees were required at the top of the organization. In total, there was a reduction of approximately 130 employees in the indirect support organization during 2009, which is equivalent to approximately 18 percent of the total number of employees within the support functions.
Loomis' offering to the US customers was developed to include an increased supply of complete solutions, encompassing both Cash in Transit and Cash Management Services. The operations are supported by 90 cash centers, with capacity to store, sort and handle deposits, as well as to carry out transport to the American Central Bank. Loomis is responsible for a number of the Central Bank cash storage depots.
Events during the year Revenue in the USA amounted to
MSEK 4,372 (3,938), which corre-
Share of revenue distributed by service area 2009, USA USA
USA
sponds to an increase of 11 percent. The organic growth was –4 percent, of which decreased fuel surcharges was equivalent to –2 percent.
The reorganization was followed by extensive measures to increase the profitability of the branches. Through benchmarking, a thorough review of recruitment and risk levels was carried out. The branches are now ranked each month according to their profitability and improvement in profitability in an equivalent manner to the national organizations in the group, to stimulate further improvements.
In addition to the efficiency of the branches, profitability has been positively impacted by price increases being kept in line with salary increases and by the reduction of risk expenses.
Streamlining efforts were facilitated by a greatly reduced employee turnover which is a normal pattern during a recession. Low employee turnover leads to reduced expenses for the recruitment and training of personnel. In addition, it is easier to streamline if a higher proportion of employees are more experienced.
In all, the reduction in personnel, measures taken at the branch offices, together with the low employee turnover, has lead to a significant improvement in income during the second half of the year.
Two new facilities were opened during the year at the branches in Charlotte, North Carolina and in Pensacola, Florida.
At the start of 2010, the operations of Hammond Services CIT was acquired, with a turnover of approximately USD 750,000.
Priorities for 2010
In 2010, efforts to raise profitability will be continued by focusing on efficiency in both the direct operating organization and within support functions. In order to achieve better management and control, major importance will be placed on the continued improvement of the measurement and follow-up of key figures.
Loomis is also prepared to participate in a possible future market consolidation.
Key ratios, USA
| MSEK | 2009 | 2008 | 2007 |
|---|---|---|---|
| Revenue | 4,372 | 3,938 | 3,732 |
| Organic growth, % | –4 | 6 | 3 |
| Operating income (EBITA) 1) | 251 | 197 | 217 |
| Operating margin, %1) | 5.7 | 5.0 | 5.8 |
1) Earnings Before Interest, Taxes and Amortization of acquisition-related intangible assets, acquisition-related restructuring costs and items affecting comparability.
Thorough and systematic risk management
Loomis has a well-functioning structure and systematic processes for the identification and management of risks. Simply expressed, this is about creating good procedures and ensuring that they are followed.
Loomis manages a number of risks that are directly related to the core business, cash in transit and cash management services. Loomis' operations consist primarily of taking over and managing these functions on behalf of the customers and, thereby, the associated risks. These risks are classifed as operational risks. They mainly comprise the risk of cash losses due to criminality and poor handling.
Assessment and management of these operational risks is a central part of Loomis' daily operations. Every assignment is evaluated based on profitability and security, where the business opportunity is weighed against potential risks. Even when a risk has been assumed, it must be continuously monitored, as conditions may change.
Goals
Loomis only takes controlled risks and seeks to prevent economic losses and minimize risks, which it has determined it can assume.
Risk Management Strategy
The Groups' risk management strategy is based on two fundamental principles: • No loss of life.
• Balance between risk of robbery/theft and profitability.
The organization and work methods
Loomis has a well-functioning structure and systematic processes for the identification and management of risks. Simply expressed, this is about creating good procedures and ensuring that they are followed.
The subsidiaries in the countries in which Loomis has operations are required to prepare an annual risk plan, which both identifies all significant and relevant risks, and describes the strategy and plans for managing the risks. The plans are thoroughly followed up both within the respective local subsidiary as well as by the Groups' central risk function. Reporting is also made to the Audit and Risk Committee.
In connection with each new cus-
tomer contract, a risk assessment is undertaken, taking into account risks and profitability. In addition, existing contracts are regularly assessed.
Loomis has developed tools for the identification, handling and follow-up on risks, such as risk matrices. In a risk matrix different risks are classified according to two criteria, first, the likelihood that an event will take place, and secondly, the degree of negative impact on the business operation. These matrices are conducted at both local and Group level.
At regular global risk meetings, risk management work in the various countries is shared with "best practice", with the purpose of stimulating improvements and maintaining a strong risk management culture. The Groups' risk management work is also regularly reviewed and examined by external security consultants.
In total, there are approximately 150 individuals working with operational risk management at Group and local level.
The employees have a determining role in controlling the risks that the Company has assumed. A major focus is, therefore, training of employees, as well as to promote a business culture emphasizing the value of ethics and morals. Training ensures that employees on all levels understand and are able to manage the risks associated with the Company.
Parallel to this, there is ongoing work to reduce risks by applying new technologies, for example, increased use of closed systems.
The Company has a comprehensive insurance structure covering operational losses.
Clear values govern the business
Loomis' business is based on three basic values: People, Service and Integrity. During 2009, these values were anchored at all levels in the Group, through a comprehensive program including training and interactive work with the values at the branch offices.
Loomis manages a significant share of the flow of cash in the majority of the countries in which the Company operates. This implies significant responsibility towards both employees, customers and the public. This refers both to the security of the employees, customers and the public, and to the fact that an important function in society is to be conducted in as risk-free and efficient manner as possible.
Loomis handles this responsibility by upholding a high level of risk consciousness throughout the organization, through the training and equipping of employees and by constantly developing new, innovative security solutions that provide added value to the customers.
As it is Loomis' employees that meet the Company's customers and the surrounding society on a daily basis, it is of decisive importance for success to have employees with high integrity and a strong feeling for ethics and morality.
It is also important to have a solid, common foundation of explicit and consistent values which are based in the whole organization.
Values
Loomis' values are the basis for the Company's culture and imbue the way in which the Company and employees treat each other and their surroundings. The values are summarized in three words.
Loomis' values
People
We are committed to developing quality people and treating everyone with respect.
Service
We strive for exceptional quality, innovation, value and exceeding customer satisfaction.
Integrity
We perform with honesty, vigilance and high ethics.
During 2009 and the beginning of 2010, these values were anchored at all levels in the Group through a uniform development program based on group exercises. At three meetings in the workplaces, the employees have discussed what the values concretely mean in their group in particular, and
how the values are kept alive in their daily work.
The work to keep the values alive is continuous, e.g. through being a natural part in introductions for new employees, training and leadership development.
Code of conduct
During 2009, the Board adopted a code of conduct for the Group. The code mirrors Loomis' values and gives guidance to the employees so that the daily, practical operations are in accordance with the values. The code also clarifies Loomis' undertakings towards employees, customers and other stakeholders. Beginning spring 2010, the code will be anchored throughout the Group in a similar manner to the manner in which the values were anchored during 2009.
The code consists of three main sections, personnel, environment and business ethics. For each area, there is a goal. Personnel – Loomis should be the most attractive employer in the industry.
Environment – Loomis should minimize the environmental impact of its operations.
Business ethics – Loomis should not accept unethical conduct.
These goals have been linked to the values.
Personnel
Loomis' personnel guidelines mirror the employees' great importance for the Company's capacity to conduct a successful business and for how the Company is seen by customers and the general public. Loomis' ambition is to be the leader in the industry, regarding the provision of a good work environment and high security.
In addition to guidelines for health and security, the policy emphasizes the employees' right to belong to unions, equal opportunities, and freedom from discrimination, as well as the right to employment contracts, in accordance with legislation and local business regulation.
Environment
The environment has an important role in Loomis' undertaking towards employees, customers and cooperation partners. The environmental work is characterized by the insight that services and products can always be improved from an environmental standpoint. The environmental aspect is becoming successively more important from the customers alongside key issues such as security and cost effectiveness.
Loomis most substantial environmental impact arises from its transport operations. Therefore, the Company strives to purchase the most energy-efficient vehicles possible, though without compromising on the employees' security or the protection of its customers' property. At the branches, continuous work is in progress in order to optimize the routes of the Cash in Transit and to shorten the distances covered. This has a positive effect both on the productivity and on the environment. At a number of units within the Group, initiatives are taken to train the drivers in eco-driving.
Loomis will also seek to obtain energy-efficient premises, as well as to consider the environmental impact of waste management and purchases.
Policy for Business Ethics
The guidelines for Business Ethics specify the fundamental rules applying to each member of staff in maintaining a high level of service to customers in accordance with Loomis' high standards regarding ethics and integrity. The policy includes guidelines on confidentiality and the protection of customer integrity, bribery and corruption, political contributions, insider regulations and fair competition.
Employees
Loomis places major importance on the careful recruitment and control of new employees. It is mandatory for all new personnel to undergo basic training, followed by regular
sessions of further training. These training programs are adapted to individual countries and regions, as well as to the operations and the role and position of the employee.
It is of great importance that the Company is able to continually develop new services, in order to meet new customer requirements. This, in turn, makes it important for staff members working closely with customers to have access to ongoing training. The responsibility for this is delegated to each country organization.
Staff turnover decreased during 2009, which was mostly due to the recession.
During 2009, a Performance Management Program was introduced throughout the Group. The aim was to create a platform for the establishment of goals for the staff, how to monitor these goals, and how best to utilize the staff's experience and knowledge. The program provides the foundation of a system for evaluating all employees on a uniform basis throughout the entire Group. The evaluations are closely connected to the Company's values.
Loomis European Works Council, an organization for cooperation between employer and employee, was launched in 2009. In the Group, all of Loomis' European markets are represented. The aim is to discuss and inform about cross-border questions, with a special focus on employee matters.
Corporate Governance Report
| Corporate governance in Loomis | 18 |
|---|---|
| Compliance with the Swedish | |
| Code of Corporate Governance | 19 |
| Annual General Meeting 2009 | 19 |
| Nomination committee for the | |
| Annual General Meeting 2010 | 19 |
| Board of Directors | 19 |
| Audit and Risk Committee | 21 |
| Remuneration Committee | 21 |
| Auditors | 21 |
| Loomis Group Management | 21 |
| Internal control regarding financial reporting | 22 |
Additional information can be found on Loomis website: www.loomis.com
Loomis' model for risk management
Corporate governance in Loomis
Loomis AB is a Swedish limited liability company with its registered offices in Stockholm, which has approximately 20,000 employees and operates in 13 countries.
Loomis AB is subject to the Swedish Companies Act and Swedish stock exchange regulations and, thereby, complies with the Swedish Code of Corporate Governance ("the Code"). Loomis' Board of Directors has the ambition of fulfilling the high level of requirements placed on corporate governance. The ultimate goal of corporate governance is to protect the shareholders' and other stakeholders' interests, through a clear and efficient structure as regards the division of responsibilities and governance of the Company, and thereby, contribute to the creation of value for shareholders and other stakeholders.
The figure presents Loomis' model for risk management. Loomis measures, reports and follows-up risk on all four levels in the organization. The controls are executed by separate functions for financial control and operational control. The evaluations of internal control is undertaken by the Audit and Risk Committee, which reports to the Board of Directors.
Compliance with the Swedish Code of Corporate Governance
The only deviation from the Code which the Company has chosen to allow is to have only two Board Members in the Company's Audit and Risk Committee, instead of three members as stated in Chapter 7.3 of the Code. Loomis' explanation for this is that it deems two members to be sufficient to correctly address the Company's most important areas regarding risk and audit issues, and that the incumbent members have a long and extensive competence within these areas from major listed companies.
The Corporate Governance Report is not audited by the Company's auditors.
Annual General Meeting 2009
The Annual General Meeting 2009 of Loomis AB (publ) was held on 21 April 2009 in Stockholm. The meeting resolved on, amongst other things:
- The Board of Directors is to comprise six ordinary members without deputies. The meeting re-elected Jacob Palmstierna, Jan Svensson, Ulrik Svensson, Alf Göransson and Lars Blecko and elected Marie Ehrling as Board Members. Alf Göransson was elected Chairman of the Board.
- Remuneration to the Board is to total SEK 1,450,000, including remuneration for committee work. SEK 400,000 thereof, refers to the Chairman of the Board and SEK 200,000 to each of the other members who are not employees of the Company. For committee work, remuneration to the Chairman of the Audit and Risk Committees amounts to SEK 100,000, for members SEK 50,000, and as regards the Remuneration Committee, remuneration to the Chairman amounts to SEK 75,000 and to members, SEK 25,000. Remuneration to the auditors is made according to time incurred.
Nomination Committee for the Annual General Meeting 2010
The Nomination Committee is a body established by the Annual General Meeting, with the purpose of preparing for the election of members of the Board of Directors and for the election of the Chairman of the Board, proposal regarding remuneration to the Board and other associated issues in conjunction with the forthcoming Annual General Meeting. Furthermore, the Nomination Committee prepares for the appointment of auditors and the determination of audit fees, and associated matters. The Nomination Committee does not include Board Members.
At Loomis' Annual General Meeting on 21 April 2009, the following individuals were chosen as members of the Nomination Committee: Gustaf Douglas (Säkl AB and Investment AB Latour), Mikael Ekdahl (Melker Schörling AB), Marianne Nilsson (Swedbank Robur fonder), Magnus Landare (Alecta) and Mats Tunér (SEB Fonder). Gustav Douglas was reelected as the Nomination Committee Chairman. The 2009 meeting determined that, should a shareholder represented by a member of the Nomination Committee, no longer be a major shareholder of the Company (based on number of votes), or if a member in the Nomination Committee no longer is employed by such a shareholder, or, for other reason chooses to leave the Nomination Committee before the 2010 Annual General Meeting, then the Nomination Committee should have the right to appoint another representative of the major shareholders to replace such a member.
Due to changes in the ownership structure in the Company, Magnus Landare (Alecta) was replaced by Lars Rosén (Länsförsäkringar) during the autumn of 2009. Furthermore, Mats Tunér (SEB Fonder) was replaced by Per-Erik Mohlin (SEB Fonder/SEB Trygg Liv).
The current Nomination Committee is composed according to the table below:
Nomination Committee
| Nomination Committee member |
Represents | Newly appointed/ re-elected |
Independent from large shareholders |
|---|---|---|---|
| Gustaf Douglas (Chairman) |
SäkI AB and Investment AB Latour |
re-elected | No |
| Mikael Ekdahl | Melker Schörling AB | re-elected | No |
| Marianne Nilsson | Swedbank Robur fonder |
re-elected | Yes |
| Per-Erik Mohlin | SEB Fonder/SEB Trygg Liv |
newly appointed |
Yes |
| Lars Rosén | Länsförsäkringar | newly appointed |
Yes |
Three out of five members are independent in relation to major shareholders.
The Nomination Committee's composition is published on Loomis' web site: www.loomis.com
The Nomination Committee's work is established in Rules of Procedure for Loomis AB's Nomination Committee. Two Nomination Committee meetings have been held during 2009.
Board of Directors
The composition of the Board of Directors
In addition to the six Board members in Loomis, the Company's Executive Vice President Jarl Dahlfors (also Country President for the subsidiary in the USA) as well as the legal councel Mikael Ekdahl (Mannheimer Swartling Advokatbyrå) in the capacity of the Secretary of the Board, participate in each Board meeting.
Independence
A majority of the Board Members (5 of 6) chosen by the Annual General Meeting are considered independent in relation to the Company and its management. Three of six mem-
Composition of Board of Directors
| Board members | Elected | Independence towards shareholders |
Independence towards the Company |
Active in the Company |
Stock Exchange Experience |
|---|---|---|---|---|---|
| Alf Göransson¹ (Chairman) | 2007 | No | Yes | No | Yes |
| Jacob Palmstierna | 2007 | Yes | Yes | No | Yes |
| Ulrik Svensson² | 2006 | No | Yes | No | Yes |
| Jan Svensson² | 2006 | No | Yes | No | Yes |
| Marie Ehrling | 2009 | Yes | Yes | No | Yes |
| Lars Blecko (President) | 2008 | Yes | No | Yes | Yes |
1) President of another company.
2) President of a company which is a major shareholder in Loomis AB.
bers are regarded as independent in relation to the Company's major shareholders. It is, thus, the assessment of the Nomination Committee that the current composition of the Board in Loomis AB meets the demands of independence set forth in the Code. For further information see page 26.
The Board of Directors' work procedures and responsibilities
The Board of Directors assumes responsibility for the Group's organization and administration in accordance with the Companies Act and appoints a CEO and President, Audit and Risk Committee, and Remuneration Committee.
The Board of Directors also decides on salaries and other remuneration for the CEO and President. The Board of Directors meets at least five times per year. The Company's auditors take part in the Board meeting held in conjunction with the preparation of the annual accounts.
The Board of Director's operations and the assignment of responsibilities between the Board of Directors and Group management are governed by the Board of Director's work procedures, which are adopted by the Board of Directors every year. According to these rules, the Board of Directors makes decisions on the Group's overall strategy, acquisitions, and investments in real property and sets the framework for the Group's operations by approving the Group's budget. The rules include a work plan for the CEO, as well as an instruction for financial reporting. The Board of Director's work procedures are documented in a written instruction. The work procedures include an instruction concerning the yearly evaluation of the work of the Board of Directors.
Chairman of the Board of Directors
The Chairman leads the work of the Board of Directors and is responsible for ensuring that the work of the Board of Directors takes place in accordance with the Swedish Companies Act and other relevant laws. This entails that the Chairman monitors the operations and ensures that other Board Members receive all necessary information. The Chairman assumes responsibility for the yearly evaluation of the Board of Director's work and that it is communicated to the Nomination Committee. The Chairman represents the Company in issues of ownership.
The Board of Directors' work during 2009
During the full-year of 2009, the Board of Directors held a total of ten meetings, of which two meetings were per capsu-
Remuneration to the Board of Directors and participation during 2009
| Participation and fees for 2009 |
Board fees (SEK) |
Committee fees (SEK) |
Board meetings (10) |
Remuneration Committee (4) |
Audit and Risk Committee (4) |
|---|---|---|---|---|---|
| Alf Göransson (Chairman) | 400,000 | 75,000 | 10 | 4 | – |
| Lars Blecko (President) | – | – | 10 | – | – |
| Jacob Palmstierna | 200,000 | – | 10 | 22 | – |
| Ulrik Svensson | 200,000 | 100,000 | 10 | – | 4 |
| Jan Svensson | 200,000 | 25,000 | 10 | 22 | – |
| Marie Ehrling | 200,000 | 50,000 | 41 | – | 23 |
1) Marie Ehrling replaced Håkan Winberg as a member of the Board of Directors after the Annual General Meeting (AGM) 2009. Håkan Winberg participated in the first six Board meetings. 2) Jan Svensson replaced Jacob Palmstierna as a member of the Remuneration Committee after the AGM 2009.
3) Marie Ehrling replaced Håkan Winberg as a member of the Audit and Risk Committee after the AGM 2009. Håkan Winberg participated in the first two meetings during 2009.
lum, two per telephone and one constituent meeting. In total, four Audit and Risk Committee meetings and four Remuneration Committee meetings were held.
Significant issues that have been dealt with during the year include the following:
- business strategy,
- interim reports and annual report,
- presentation of each countries' business plans and budgets for 2010,
- investments and acquisitions of operations,
- guidelines for compensation and bonuses, as well as other personnel questions,
- review and establishment of the Company's policies and instructions,
- audit issues,
- yearly evaluation of the Board's work and
- determination of the budget for 2010.
Audit and Risk Committee
The Board of Directors has appointed an Audit and Risk Committee consisting of two Board Members, with instructions to review and recommend all financial reports that the Group management delivers to the Board of Directors. The Audit and Risk Committee's work is governed by an instruction, being an appendix to the Board's work procedures, in which the Committee's aim, responsibilities, right of decision, composition and reporting are stated, among other information. The Committee's principal tasks are to:
- monitor the Company's financial reporting,
- monitor reporting and questions regarding risk and insurance,
- monitor questions regarding internal control and Corporate Governance,
- monitor audit and accounting issues, and
- evaluate and monitor the independence of the auditors.
The Committee presents its conclusions and proposals to the Board of Directors before a resolution is reached by the Board of Directors. Included in the Audit and Risk Committee are the Board Members Ulrik Svensson and Marie Ehrling, who are seen as independent in relation to the Company and its management. Furthermore, the following individuals contribute: The Company's auditors, President and CEO, VP Finance, Head of Risk, Head of Internal Control, Head of Financial Control, Head of Business Control and Head of Treasury. During 2009, the Committee held a total of four meetings. Prior to Loomis' Annual General Meeting, the Audit and Risk Committee was comprised of Ulrik Svensson and Håkan Winberg.
Remuneration Committee
The Board of Directors has appointed a Remuneration Committee to manage all issues regarding remuneration, variable salaries, options, pensions and other forms of remuneration to the Group management as well as, to other levels of management, if the Board so decides. The Committee presents its proposals to the Board in advance of any decision by the Board of Directors. Included in the Remuneration Committee are the Board Members Alf Göransson and Jan Svensson. During 2009, the Remuneration Committee held four meetings in total.
Prior to the Annual General Meeting in Loomis, the Remuneration Committee consisted of Alf Göransson and Jakob Palmstierna.
Auditors
The 2006 Annual General Meeting appointed PricewaterhouseCoopers AB as auditing firm for a period of four years, with Anders Lundin as auditor in charge.
The auditors' work is conducted according to an audit plan which is established together with the Audit and Risk Committee and the Board of Directors. The auditors participate in all meetings in the Audit and Risk Committee and present their conclusions from the audit to the entire Board of Directors at the Board meeting in February. Furthermore, the auditors shall annually, inform the Board of Directors of services carried out in addition to the audit, fees for such services and other circumstances that may affect the assessment of the auditors' independence. The auditors shall also participate in the Annual General Meeting, and present their work, their statements and their conclusions. The Company's auditors have met the Board of Directors without representatives of the Company being present during the year.
The audit is conducted in accordance with the Companies Act and Swedish Auditing Standards which are based on the International Federation of Accountants' (IFAC) international audit standards. Remuneration amounting to MSEK 11.6 (12.2) has been paid to the auditors for the audit work. For information on other remuneration, see Note 10.
For a more detailed presentation of Authorized Public Accountant Anders Lundin, see page 26.
Loomis Group Management
For information concerning Group management, see page 27.
Principles for remuneration and other conditions of employment regarding Loomis' senior management Resolutions regarding guidelines for salaries and other remuneration to the President and CEO and other Group management are made by the Annual General Meeting on the basis of proposal by the Board of Directors.
Resolutions regarding such guidelines were made at the Annual General Meeting 2009. Remuneration to the President and CEO and Group management consists of a fixed salary, variable remuneration, pension and other benefits. The variable remuneration is based upon the outcome in relation to result and growth goals within the individual
segments of responsibility (Group or division) and should be consistent with the interests of the shareholders. For the President and CEO, the variable salary has a maximum level of 100 percent of the fixed salary. For other Group management, the variable remuneration according to the Group guidelines has a maximum level of between 100 and 110 percent of the fixed salary.
Warrant program
Loomis' Board of Directors resolved, at the Extraordinary General Meeting on February 16, 2009, to establish a subscription warrant program for approximately 90 senior executives and key employees within the Group. The aforementioned were entitled the right to subscribe to 2,555,000 warrants providing entitlement to Class B Share subscriptions in Loomis AB. Calculation of warrants price and subscription price has been made at fair market conditions. The program is a means to facilitate the participation of senior executives and key employees in the Company's value development and, thereby, form stronger connections with the Company.
For information regarding remuneration to the President and CEO and other Group management, see notes 5 and 11.
Internal control regarding financial reporting Internal control
Loomis' internal control, which constitutes a core aspect of the Group, retrieves information and analyzes, categorizes and communicates to the Audit and Risk Committee, the manner in which the various areas within Loomis' financial internal control operate and perform.
The aim of internal control is to support the Group by ensuring the existence of internal controls, by assuring the quality of internal risk management and by recommending improvements to processes, internal control and risk management. The Audit and Risk Committee continuously prepare a work plan which is then followed up and discussed at the next committee meeting. The result of the internal control is reported to the Audit and Risk Committee four times per year, or more often if needed.
Loomis' system for internal control is designed to manage, rather than eliminate, the risk of failing to reach business goals and can only provide a reasonable, but not absolute, assurance against significant errors or deficiencies in the financial reporting. The evaluation process is based on established frameworks for corporate governance, but further areas and control activates have been included to better suit Loomis' operations-specific risks.
The Company's internal control focuses on internal control in the business, but does not have the responsibility to review and evaluate Company management. The external auditors are responsible for this. The person responsible for the internal control should, as far as possible, supervise and verify
that the Company has local routines in place to fulfil the requirements of both global and local legislation and regulations. The Head of Internal Control is also responsible for the planning and monitoring of the ongoing work executed by the Company's appointed auditors, and is the Group's contact individual for the Company's external auditors. Furthermore, the internal control shall communicate observations and recommendations from the external audit and monitor to ensure that appropriate controls/measures are taken by those responsible within the Group.
The person responsible for internal control has the authority to take appropriate measures to ensure that the Company has a suitable level of internal control, and is to report deviations or potential deviations. The person responsible for the internal control also has the authority to investigate ongoing or suspected external and internal improprieties within the Group.
Control environment
The Board of Directors has adopted a number of policies central to the Company which are evaluated and updated annually, or as required. Adherence to the respective policies is ensured through the Company's appointed control function for the respective area and overall, through the Company's global internal control or global risk management function, depending on area. Both internal control and risk management functions report to Group management and to the Audit and Risk Committee on an ongoing basis. The following items describe adopted policies in brief:
- Loomis has adopted a Code of Conduct in order to ensure that the Company maintains and promotes business methods of the highest possible ethical standard. As a part of the Code of Conduct, Loomis advocates the least possible negative effect on the climate. Therefore, guidelines have been established for the handling and use of environmentally hazardous materials, handling of waste and recycling, as well as regarding the choice and use of vehicles.
- Loomis financial policy demands transparent, coherent and correct internal and external financial reporting, proactive risk management and continual improvement of the Company's financial processes.
- The global risk policy adopted by Loomis stipulates the manner in which the Group and its subsidiaries shall actively work with operational risk management in line with the Board's expectations and in accordance with the established Code of Conduct and other policies.
- Loomis' Internet and IT policy describes the general principles regarding the manner in which the Group's, as well as the subsidiaries', computers, networks, applications and other IT equipment should be managed.
-
The guidelines contained in the Company's information security policy provide a comprehensive framework to ensure that a reasonable level of information security is adhered to within a number of central areas.
-
Loomis' insider policy functions as a complement to current Swedish insider legislation and is applicable to all individuals who have been reported to the Swedish Financial Supervisory Authority as insiders in Loomis AB (including subsidiaries), as well as certain other categories of employees.
- Loomis has adopted a communication policy which aims to ensure that the Company fulfills the requirements for information disclosure to the stock market. The policy applies to the Board, Group management and country management in Loomis and encompasses both written and verbal statements. According to the policy, communication should be used in a comprehensive manner to create understanding and knowledge of Loomis' strategy, operations and financial standing.
The Loomis Group constitutes a relatively flat and specialized organisation in which managers are given clear goals and authority to make their own decisions and develop their businesses in close cooperation with the customers. The delegation of decision-making authority is documented in an authorization arrangement which provides clear instructions to managers at all levels.
Competence and ability among the Group's employees is emphasized, with continuous training, practice and development actively encouraged through a broad range of action plans and programs. The Group has adopted a number of values which shall serve as a framework for the employees, and shall promote good judgement and uniform decision making.
Risk analysis
Risk is a fundamental factor for all companies within the cash handling business. Handling cash in environments with elements of criminality is associated with comprehensive risks to both personnel and property. Good risk management is, therefore, one of Loomis' most important success factors.
Loomis has developed a deep understanding of the risks to which the business is exposed. Knowledge of these risks forms the basis of the assessment as regards which business risks should be avoided entirely and, which are possible to manage successfully. Loomis' employees play a decisive role in monitoring and reporting the risks that the Company decides to assume. Loomis' strategy for risk management is based on fundamental principles which are easy to understand for all employees:
• No loss of life, and
• Balance between risk of robbery/theft and profitability. The strategy is formed to find strengths to build on, weaknesses that need to be addressed, as well as possibilities and threats that demand that measures be taken. It also takes into consideration changes that can arise in Loomis' surrounding environment such as new technology or changed legal conditions.
Each assignment is evaluated based on criteria such as profitability and security, where the business opportunities must outweigh the possible risks. Even when a risk is assumed, it must be followed up daily, as the surrounding environment is always changing. All business processes are surveyed and each risk associated with a specific process is identified and defined in a comprehensive Risk register.
The global risk management policy that Loomis has adopted establishes how the Group with its subsidiaries should actively work with operational risk management in accordance with other established policies and the Company's code of conduct.
The Board of Directors evaluates future possibilities and risks, and forms the Company's strategy. The responsibility for managing operational risks lies with the Group management and the respective country management. The Group management has daily responsibility for identifying, evaluating and managing risks, as well as for implementation and maintenance of control systems in accordance with the Board of Director's approved policies. Each country management and the established function committees have the responsibility of ensuring that there is a procedure in each country that aims to create risk awareness. Operative branch managers and the individuals responsible for risk in each country assume responsibility for ensuring that risk management comprises a part of the local operations at all levels within the country's organisation.
The Group has an established system for management of business risks which is integrated in the Group's processes for business planning and result follow-up, which is expanded upon as necessary. In addition to this, reviews of business risks and risk assessment are routinely conducted throughout the entire Group. There are processes to ensure that the Group management and the Board of Directors are continuously informed about material risks and control deficiencies. See page 14 for more information about the Group's risk activities.
Control activities
Examples of control activities within Loomis are: Self Assessment – Each operative entity within the Group conducts an annual Self Assessment (Loomis Self Assessment) regarding insight into and adherence to a number of areas central for the Group. Areas which are reviewed are fulfilment of policies and guidelines, governing documents within financial reporting, controls within IT and information security, knowledge and observance of legislation and regulations, occurrence of controls within contracts, invoicing and reconciliation processes. An extensive questionnaire is used. The Company's appointed external auditors provide a validation of the answers in the questionnaire. The answers are compiled at country level, as well as Group level, to facilitate comparisons within a specific country or between countries.
Reported deviations include written comments regarding planned improvements to eliminate deviations and a deadline for when the planned measures are to be conducted. All reports are made available for each Country management and for the Group management and the Audit and Risk Committee.
Internal control activities – The Group has a function which conducts internal control activities with the aim of controlling and balancing the risk of financial fluctuation, as Loomis' business area inherently has a high risk. During the previous year (2008), the work of the internal control function was formalized through directed country visits, follow-up of the external auditors' identified observations, follow-up of how local legislation and regulations are adhered to, as well as followup of the level of information security within a number of chosen IT areas. During 2009, this work has continued and the review methods/tools, as well as reporting, have been refined. The result of these reviews is presented to the Group management and the Audit and Risk Committee.
The Company's function for internal control assists in the self-evaluation process regarding control, to ensure follow-up when needed, support for Group management at review and discussion of audit plans with external auditors to internally coordinate and communicate areas such as: the scope of the audit, time plans and documentation requirements. The internal control function also manages the coordination of the process of updating and renewing rules for financial reporting, contribute with viewpoints regarding the content of policies, manuals and similar governing documents.
Financial monitoring – Controllers on all levels have a key role in creating the environment needed to achieve transparent, relevant and current financial information. Local controllers are responsible for ensuring adherence to approved policies and frameworks and that routines for internal control regarding financial reporting are functioning in the respective countries.
Management and follow-up of risk – Within the Loomis Group there is, in addition to the operational risk management in the subsidiaries, an independent, global risk organisation responsible for providing Loomis with the possibility of assuming and controlling the risks necessary to realize Loomis' strategies and reach its goals. The risk organisation works to prevent losses in the operations, both regarding life and health, as well as purely financial. The organisation consists of a total of four individuals, including a risk manager who reports to the President and CEO as well as to the Audit and Risk Committee.
Loomis measures, reports and monitors financial and operational risks on a daily basis. The controls are handled by separate functions. In addition, the overall risk management is also reinforced by comprehensive insurance protection. In
the end, Loomis Group management are responsible for ensuring that the Company's risks are handled in a satisfactory way.
Information and communication
The goal for the Group is to ensure confidentiality, integrity and accessibility as regards its information and systems, through compliance with its policies and guidelines.
The Group is completely focused on creating added value for the shareholders, which includes supplying investors with financial information of high quality. The communication policy includes routines for press releases, quarterly reports, annual reports, Annual General Meeting, the Company's web site, etc. Finally, the Communication Policy also covers communication in crisis situations and information leaks.
There is a communication tool which is continuously developed to ensure that all employees are informed of clear goals and become conscious of the parameters comprising accepted business practice. This results in a clear definition of the Group's aims and goals, level of responsibility, and the limits of allowed activities for the employees.
Systems and routines have been created to supply the management with essential reports regarding business results in comparison with established goals. Information systems have been implemented to ensure that reliable and current information is available to the management so that it can perform its tasks in a correct and efficient manner.
Insider policy and transparency register
Each individual who is included in Loomis' insider policy is notified about this, and the transparency register for Loomis AB, which is made by the Swedish Financial Supervisory Authority, is regularly reviewed by a Compliance Officer appointed by the Board, who is also responsible for the Company's internal control. The insider policy establishes routines for periods with trading bans, that is, when trade in financial instruments issued by (or referring to shares in) Loomis AB are prohibited.
Loomis AB has an internal transparency register in accordance with instructions issued from time to time by the President and CEO. This register should comprise e.g. information regarding all individuals with access to insider information, the type of registered insider information and the time at which the registry was updated.
Supervision
The work of the Board of Directors and the division of responsibility between the Board of Directors and the Group management is regulated on the basis of formal work procedures. The Board of Directors is of the opinion that risk analysis and control is of fundamental importance to achieve the business goals with an acceptable risk/return profile and that this is a part of the ongoing process to identify and evaluate significant risks which the Group faces and to ensure effective control. The process which the Board of Directors uses to review the efficiency in the system for internal control includes:
- Discussions with Group management regarding risk areas which have been identified by the Group management and the conducted risk analyses.
- Review of material issues arising as a result of the external audit and other reviews/investigations.
- An Audit and Risk Committee to create an independent oversight of the efficiency in the Group's internal control systems and the financial reporting process.
The Audit and Risk Committee reviews all annual reports and interim reports before it authorises the publishing of reports on the Board's behalf. The Audit and Risk Committee discusses particularly important accounting principles and the assessments and appraisals that have been made in the preparation of the reports. The Audit and Risk Committee supervises the quality and independence of the external auditors.
Group management conducts a follow-up of the result of the operations through a detailed reporting system based on an annual budget, with regular operational reconciliation against actual results, analyses of deviations, follow-up of key factors and customary forecasts. This report is also reviewed by the Board of Directors.
Loomis' internal control function
The Board of Directors evaluates the Group's need to introduce a formal internal audit function on an annual basis, but has currently not deemed this necessary as Loomis' internal control function, in practice, functions as the Group's internal audit and reports directly to the Company's VP Finance and Audit and Risk Committee. This work is controlled by an annual internal control plan, which is developed by the internal control function and approved by the Group's Audit and Risk Committee. The person responsible for Loomis' internal control takes part in all Audit and Risk Committee meetings and has a standard reporting agenda which, when needed, is expanded by the addition of specific audits and/or related projects. Since 2008, the function has established a framework and a methodology with the aim of observing and maintaining a balanced internal control within the Group.
The main responsibility of Loomis' internal control function is to:
- Develop and follow up the Company's self assessment (Loomis Self Assessment Tool)
- Develop the Company's overall policies and guiding principles, and to secure that these are complied with by the subsidiaries.
- From a risk perspective, undertake focused country visits, in accordance with the annual internal control plan, with the aim of mapping and evaluating the existing control within a number of areas central to the Company.
- Support the Group Management's decisions upon, and follow-up of, the external audit's overall audit plan and overall follow-up of important observations and recommendations specific to each country.
- Function as the Group's Compliance Officer, regarding the Company's control and compliance matters in the Group and its subsidiaries.
- Cooperate with the Company's global risk organization regarding specific internal control matters.
- When needed, undertake specific investigations, and function as project manager for the Group Management within compliance related areas.
In order to ensure that the Company has a satisfactory control structure, the Group's Board of Directors undertakes an annual evaluation of the internal control function in the context of the function's responsibility and assignments, in accordance with that stated above.
Board of Directors
Alf Göransson
Board member of Loomis AB since 2007 and Chairman of the Board since 2009
Born: 1957 Principal education: International Economics at the University of Gothenburg
Experience: CEO of NCC AB 2001–2007,
CEO of Svedala Industri AB 2000–2001, Business Area Manager at Cardo Rail 1998–2000, President of Swedish Rail System in the Scancem Group 1993–1998.
Other assignments/positions: Board member and President and CEO of Securitas AB. Member of the Boards of HEXPOL AB and Axel Johnson Inc., USA. Shareholding in Loomis as per December 31, 2009: 6,000 (privately)
Other information: Not independent in relation to major shareholders
Lars Blecko
Board member of Loomis AB since 2008, President and CEO of Loomis AB since 2008 Born: 1957
Principal education: Master of Science at Karlstad University
Experience: CEO of Rottneros AB 1999–2008, Senior Vice President Sales and Marketing at Cardo Rail AB, President of Radiopharmaceuticals within the Du Pont Group in Belgium, Switzerland, Germany and the UK.
Shareholding in Loomis as per December 31, 2009: 0 Subscription warrants in Loomis as per December 31, 2009: 261,512
Other information: Not independent in relation to the company
Jacob Palmstierna
Board member of Loomis AB since 2007 Born: 1934 Principal education: Stockholm School of Economics Experience: Worked for 30 years at SEB, his latest position being CEO. Chairman of Nordea for 10 years. Other assignments/positions: Member of the Board of IFS.
Shareholding in Loomis as per 31 December, 2009: 4,000 (privately) Other information: Independent
Auditor
Anders Lundin
PricewaterhouseCoopers AB Born: 1956 Authorized Public Accountant and member of FAR SRS. Auditor in charge as of 2006. Other auditing assignments: AAK AB, AB Elextrolux, AB Industrivärden, Husqvarna AB, Melker Schörling AB and Svenska Cellulosa Aktiebolaget SCA. Shareholdings in Loomis as per December 31, 2009: 0 Address: PricewaterhouseCoopers AB, SE-113 97 Stockholm, Sweden.
Ulrik Svensson
Board member of Loomis AB since 2006 Born: 1961
Principal education: Master of Science in Business and Economics
Experience: CFO at Swiss International Airlines 2003–2006, CFO at the Esselte Group 2000–2003, Controller/CFO for the offshore telecom investments of the Stenbeck Group 1992–2000. Other assignments/positions: President of Melker
Schörling AB. Member of the Boards of ASSA ABLOY AB, HEXPOL AB, Niscayah Group AB, AAK AB and Flughafen Zürich AG.
Shareholding in Loomis as per December 31, 2009: 1,400 (privately)
Other information: Not independent in relation to major shareholders
Jan Svensson
Board member of Loomis AB since 2006 Born: 1956
Principal education: Mechanical Engineering and Master of Science in Business and Economics at Stockholm School of Economics
Experience: President of AB Sigfrid Stenberg which was acquired by Latour in 1993.
Other assignments/positions: President and CEO of Investment AB Latour since January 1, 2003. Chairman of the Boards of OEM International AB, Fagerhult AB and Nederman Holding AB. Member of the Boards of Munters AB and Oxeon AB. Shareholding in Loomis as per December 31,2009:
1,000 (privately) Other information: Not independent in relation to major shareholders
Marie Ehrling
Board member of Loomis AB since 2009 Born: 1955
Principal education: BSc in Economics and Business Administration
Experience: CEO of Telia Sonera Sverige AB 2003–2006. Deputy CEO of SAS Group and responsible for SAS Airlines. Information Secretary at the Ministry of Finance and the Ministry of Education and Research. Financial analyst at Fjärde AP-fonden.
Other assignments/positions: Member of the Boards of Nordea Bank AB, Securitas AB, Oriflame Cosmetics SA, Schibsted ASA, Safe Gate AB, Centre for Advanced Studies of Leadership at Stockholm School of Economics, World Childhood Foundation and Business Executives Council IVA. Shareholding in Loomis as per 31 December, 2009: 800 (privately)
Other information: Independent
Group Management
Lars Blecko President and CEO
Jarl Dahlfors
USA Born: 1964
Born: 1957 Employed since: 2008
Principal education: Master of Science at Karlstad University.
Experience: CEO of Rottneros AB 1999–2008, Senior Vice President Sales and Marketing at Cardo Rail AB, Managing Director Radiopharmaceuticals within the Du Pont Group in Belgium, Switzerland, Germany and the UK. Other assignments/positions: – Shareholding in Loomis as per December 31, 2009: 0
Subscription warrants in Loomis as per December 31, 2009: 261,512
Executive Vice President and Country President
Georges López Periago
Country President Spain and interim Country President France Born: 1965 Employed since: 1985 Principal education: Master of Science in Business and Economics, various management training courses within the company. Experience: Head of Loomis Spain, Regional Manager, Divisional Manager and Cash Center Manager Securitas CHS. Other assignments/positions: – Shareholding in Loomis as per December 31, 2009: 0 Subscription warrants in Loomis as per December 31, 2009: 61,532
Employed since: 2007 Principal education: Master of Science in Business and Economics, Stockholm University. Experience: CFO of Attendo Group AB, CFO of EF Education, Controller at Trygg Hansa Asset Management, Price Waterhouse. Other assigments/positions: Member of the Board and owner in Amfitrite Asset Management AB. Shareholding in Loomis as per December 31, 2009: 126,280 (privately and through companies) Subscription warrants in Loomis as per December 31, 2009: 261,512
Services Ltd.
31, 2009: 183,059
2009: 0
Other assignments/positions: –
Shareholding in Loomis as per December 31,
Subscription warrants in Loomis as per December
Chistian Lerognon has as of 1 March, 2010 both left his position as Country President of Loomis France as well as Group Management.
Kenneth Högman
Executive Vice President for Business Development Born: 1957
Employed since: 1978 Principal education: Engineer, Various management training courses within the Securitas Group. Experience: Regional manager for Securitas CHS Nordic, President of Securitas CHS Sverige. Other assignments/positions: – Shareholding in Loomis as per December 31, 2009: 5,000 (privately) Subscription warrants in Loomis as per December 31, 2009: 217,927
Table of contents Group's and Parent Company's accounts and notes
| Administration report | 29 | ||
|---|---|---|---|
| Consolidated statement of income | 34 | ||
| Consolidated balance sheet | 35 | ||
| Consolidated statement of changes in equity | 36 | ||
| Consolidated statement of cash flows | 37 | ||
| Note | 1 | General information | 38 |
| Note | 2 | Summary of important accounting | |
| principles | 38 | ||
| Note | 3 | Definitions, calculations of key ratios and | |
| exchange rates | 44 | ||
| Note 4 | Critical accounting estimates and | ||
| assessments | 44 | ||
| Note 5 | Events after the balance sheet date | 45 | |
| Note 6 | Financial risk management | 46 | |
| Note | 7 | Transactions with related parties | 49 |
| Note 8 | Segment reporting | 49 | |
| Note | 9 | Allocation of revenue | 51 |
| Note 10 | Operating expenses | 51 | |
| Note 11 | Personnel | 52 | |
| Note 12 | Depreciation, amortization and impairment | 55 | |
| Note 13 | Financial income and expenses, net | 55 | |
| Note 14 | Income tax | 55 | |
| Note 15 | Acquisition and divestment of subsidiaries | ||
| and impairment testing | 57 | ||
| Note 16 | Goodwill | 59 | |
| Note 17 | Acquisition-related intangible assets | 59 | |
| Note 18 | Other intangible assets | 60 | |
| Note 19 | Tangible fixed assets | 61 | |
| Note 20 | Interest-bearing financial fixed assets | 62 | |
| Note 21 | Other long-term receivables | 62 | |
| Note 22 | Accounts receivables | 63 | |
| Note 23 | Other current receivables | 63 | |
| Note 24 | Prepaid expenses and accrued income | 63 | |
| Note 25 | Interest-bearing financial current assets | 63 | |
| Note 26 | Liquid funds | 64 | |
| Note 27 | Shareholders' equity and comprehensive | ||
| income | 64 | ||
| Note 28 | Loans payable | 65 | |
| Note 29 | Provisions for claims reserves | 65 | |
| Note 30 | Provisions for pensions and similar | ||
| commitments | 66 | ||
| Note 31 | Other provisions | 68 | |
| Note 32 | Accrued expenses and prepaid income | 68 | |
| Note 33 | Other current liabilities | 69 | |
| Note 34 | Contingent liabilities | 69 | |
| Note 35 | Items not affecting cash flow | 70 |
| Parent Company statement of income | 71 | |||
|---|---|---|---|---|
| Parent Company balance sheet | 72 | |||
| Parent Company statement of cash flows | 73 | |||
| Parent Company changes in shareholders' equity | ||||
| Note 36 | Summary of important accounting principles | 75 | ||
| Note 37 | Events after the balance sheet date | 75 | ||
| Note 38 | Transactions with related parties | 76 | ||
| Note 39 | Financial risk management | 76 | ||
| Note 40 | Administrative expenses and items | |||
| affecting comparability | 77 | |||
| Note 41 | Personnel | 77 | ||
| Note 42 | Result from participations in Group companies 78 | |||
| Note 43 | Result from other financial investments | 78 | ||
| Note 44 | Tax on income for the year | 79 | ||
| Note 45 | Machinery and equipment | 80 | ||
| Note 46 | Shares in subsidiaries | 80 | ||
| Note 47 | Current receivables from subsidiaries | 80 | ||
| Note 48 | Other current receivables | 80 | ||
| Note 49 | Prepaid expenses and accrued income | 80 | ||
| Note 50 | Changes in shareholders' equity | 81 | ||
| Note 51 | Untaxed reserves | 81 | ||
| Note 52 | Accrued expenses and prepaid income | 81 | ||
| Note 53 | Contingent liabilities | 82 | ||
| Note 54 | Items not affecting cash flow | 82 | ||
Audit report 83
Administration report Loomis AB
The Board and the President of Loomis AB (publ), Corporate Identity Number 556620-8095, with registered offices in Stockholm, hereby present the Annual financial statements and consolidated accounts for the financial year 2009.
Operations and structure
Loomis offers a comprehensive selection of integrated solutions for cash handling with a strong presence in the USA and Western Europe. Services are primarily directed towards central banks, commercial banks, retail chains and stores, and Loomis assists its customers with secure and efficient management of all physical flow of cash in their operations. Loomis' services provide customers with high quality, cost efficient solutions and significantly decrease the risks to customers' personnel.
Loomis has more than 150 years of experience in cash transport and has gradually expanded its services to include overall solutions for cash logistics. Cash in transit remains the largest source of revenue for Loomis, although revenue from cash management is growing faster than revenue from cash in transit. Technical services represent a relatively new business area and Loomis has only focused on this business area intensively in a few countries.
Loomis offers a comprehensive range of services in the USA and Europe, but the combination of products and demand differs somewhat between operations. In Europe, cash in transit constitutes 66 percent (66) of the revenue, while cash handling constitutes 32 percent (31) and technical services 2 percent (3). In the USA, cash in transit constitutes 80 percent (82) of revenue, cash handling 19 percent (17) and technical services constitutes 1 percent (1).
Risk management is a fundamental component in all of Loomis' services. Risk management for customers with varying requirements and the protection of personnel and property is a significant part of the customer value offered by Loomis. Understanding and evaluation of all risks existing in a society's cash flow, as well as management and control of these risks has, consequently, a central role in the business. Safety is the most important success factor for Loomis.
Loomis undertakes significant operational investments in risk management systems but even more important is the maintenance of a strong risk management culture. Loomis' strategy for risk management is communicated to all employees. Loomis has over 150 personnel working in risk management, either at Group level or locally, and with both general and specialist competence. The risk management organization is both proactive and reactive including, among other things, preventative work, external environment monitoring and crisis management.
Loomis AB, the Group's Parent Company, has subsidiaries in Austria, Denmark, Finland, France, Ireland, Norway,
Portugal, Slovakia, Slovenia, Spain, Sweden, Switzerland, UK, and the USA.
Significant events during the year
At an Extraordinary General Meeting of Shareholders on February 16, 2009, it was resolved to implement a subscription warrant program to the Group's senior executives and key employees through the issue and transfer of subscription warrants, market-based rates, entitling subscription for a maximum number of 2,555,000 new Class B shares in Loomis AB. The rate for subscription of shares was set, at the time of issue of subscription warrants, at SEK 72.50. The rate is based on a market valuation of the subscription warrant, including the rate of issue, and has been fixed by an independent valuation institute, applying a general accepted model for valuation (Black & Scholes). Subscription of shares entitled by the warrants must be undertaken during the period March 1–May 31, 2013. Investments in the warrants during the year by 83 of the Group's senior executives and key employees resulted in the Group's equity being strengthened by MSEK 22.
In March 2009, a subsidiary was established in Slovakia, and in May 2009 the assets and customer contracts of the Slovakian cash handling company, Fenix, were acquired. At the time of the acquisition, Fenix was the third largest operator, with annual sales of approximately MEUR 0.5.
Loomis' USA operations were restructured as of March 31, 2009, into a flatter organization, by eliminating the regional structure while also bringing together the earlier "Areas" into 12 districts. In connection with the restructuring, Jarl Dahlfors, the Group's Chief Financial Officer, was appointed Country President, a position he entered into on July 1, 2009.
In April 2009, Loomis entered into an exclusive distribution agreement with Tidel Engineering, L.P., which is world leading in cash management systems and robbery prevention products. The agreement stipulates that Tidel will manufacture products and services for Loomis' Safepoint product line.
The Annual General Meeting on April 21 2009 elected the following Board members: Alf Göransson (President of Securitas AB), Chairman, Jacob Palmstierna, Ulrik Svensson (President of Melker Schörling AB), Jan Svensson (President of Investment AB Latour), Marie Ehrling and Lars Blecko (President of Loomis AB).
In May 2009, assets and customer contracts of the Finnish cash handling provider, Ponsec Finland Oy, were acquired. The acquired business was consolidated with Loomis as per June 1, 2009, and was integrated into the Finnish operations.
Loomis' Swedish subsidiary received renewed authorisation to operate cash transport services in June 2009. During
the past two years, Loomis has worked actively, in consultation with the authorities concerned, to improve training and routines, and the weaknesses which were identified have been adressed.
Patrik Högberg was appointed President of the Swedish subsidiary and assumed the post on July 1, 2009.
In November 2009, Jarl Dahlfors was appointed Executive Vice President, in addition to his position as Country President in USA. In connection with this, Jarl left his responsibilities as Chief Financial Officer and the previous Group Head of Financial Control & Corporate Finance, Marcus Hagegård, was appointed Vice President Finance.
Tax cases are underway in Sweden, Spain and USA. Provisions have been made according to the expected outcomes as per December 31, 2009.
Revenue and operating income The group
The Group's revenue increased by 6 percent during the year to MSEK 11,989 (11,258). Organic growth in revenue (adjusted for currency effects, acquisitions and disposals) amounted to –3 percent. Lower fuel surcharges correspond to –1 percent of organic growth. The negative impact of the economic downturn, contract losses during the past year and lower fuel surcharges were partly countered by general price increases. For the entire year, the Group's percentage price increase was in line with the increases in salaries.
Operating income before amortization (EBITA) rose to MSEK 837 (748). The increase includes currency effects of MSEK 74. The focus on cutting costs mentioned earlier and efficiency improvements made possible an improvement of the operating margin, which increased to 7.0 percent (6.6). The primary reason is a reduction of approximately 1,200 full time employees, primarily in the second and third quarter. Approximately two thirds of this reduction is a result of the decreased revenue due to the economic downturn and about one third is a result of efficiency improvement measures. The costs that have been incurred as a result of restructuring and reorganization have been booked as they have been incurred.
Operating income (EBIT) increased to MSEK 821 (733).
Net financial income/expenses amounted to MSEK –115 (–164), a decrease as a result of lower net debt and a lower interest rate level.
Net income before tax amounted to MSEK 706 (569) and income after tax to MSEK 500 (424). The tax rate for the period was –29 percent (–26). The tax rate for the previous period was impacted, amongst other things, by loss carry forwards in the United Kingdom and provisions due to ongoing tax audits. The underlying tax rate for 2008 was –33 percent.
Segments Europe
Organic growth in the European operations was –2 percent (2). The operating margin amounted to 9.1 percent, which is an improvement since 2008 when the operating margin was to 8.8 percent.
USA
Organic growth in the US operations was –4 percent (6). Profitability improved and the operating margin was 5.7, as compared with 5.0 percent in 2008.
Cash flow
The Group's cash flow from operations amounted to MSEK 1,333 (640). Investments in fixed assets amounted to MSEK 827 (879). Sales of fixed assets amounted to MSEK 23 (50). Acquisitions of subsidiaries amounted to MSEK 9 (52). Cash flow from financing activities amounted to MSEK –747 (641), which includes the repayments of loans of MSEK –545 (210) and paid dividends of MSEK –164 (–245).
Capital employed and financing
Loomis' operating capital employed amounted to MSEK 2,231 (2,353), which corresponds to 19 percent (21) of revenue. Total capital employed amounted to MSEK 5,028 (5,351).
Return on capital employed amounted to 17 percent (14). Net debt amounted to MSEK 1,899 (2,375). The equity ratio improved to 38 percent (33).
Shareholders' equity
Shareholders' equity amounted to MSEK 3,129 (2,976) and increased during the year by MSEK 153. Income for the year, MSEK 500, and issue of warrants, MSEK 22, increased shareholders' equity by MSEK 522. Exchange rate effects, MSEK –150, effects from revaluation according to IAS 19 regarding pensions, MSEK –49, paid dividends, MSEK –164, and cash flow hedges after tax, MSEK –6, decreased shareholders' equity by MSEK –369.
The return on shareholders' equity amounted to 16 percent (14).
Environmental impact
The Group and Parent Company do not undertake any operations requiring a permit according to the Environmental Code.
Personnel
During 2009, the average number of employees amounted to 18,178 (19,361) in thirteen countries (twelve). The gender distribution is 31 percent (31) women and 69 percent (69)
men. With consideration of the nature of the operations undertaken by Loomis, the Group's employees assume a significant amount of responsibility each day. Based on the requirements of its activities, Loomis places major emphasis on recruiting the right employees and ensuring that these employees receive the necessary training. All employees undergo basic training and regular additional training thereafter. The training programmes have been adapted to each country and region in which Loomis operates. Management at different levels are offered leadership training as an aid in executing their responsibilities. Loomis also greatly emphasizes compliance by all employees with the Group's core values.
Operational risk management
Risk management is a fundamental element in all of Loomis' services. Risk management for customers with differing needs and the protection of personnel and property is a significant part of the customer value offered by Loomis. The understanding and evaluation of all risks found in a society's cash flow, as well as the management and control of these risks has, therefore, a central role in the business operations. Safety is the most important success factor for Loomis.
Loomis undertakes significant ongoing investments in risk management systems, but even more important is the maintenance of a strong risk management culture. Loomis' strategy for risk management is communicated to all employees, of which there are over 150 working in risk management, either at Group level or locally, and with both general and specialist competence. The risk management organisation is both proactive and reactive including, amongst other things, preventive work, external environmental monitoring and crisis management. For additional information regarding risk management, refer to the Risk Management section on page 14.
Research and development
Loomis is a service company and does not carry out any research as defined in IAS 38, Intangible assets. Work to refine and develop the Group's service offering is undertaken on a continuous basis, not least as an integrated part of the services carried out for customers. Capitalized development costs in the Group amounted to MSEK 11 as at December 31, 2009.
PARENT COMPANY
Loomis AB is a holding company with subsidiaries in Austria, Denmark, Finland, France, Ireland, Norway, Portugal, Slovakia, Slovenia, Spain, Sweden, Switzerland, UK, and the USA.
Loomis AB does not engage in any operating activities as it consists only of Group management and support functions. At year-end, the number of employees at the head office amounted to 14 (13).
Income before appropriations and tax amounted to MSEK 490 (–122). The change is primarily attributable to costs in conjunction with the sale of the LCM operations. In June 2008, a final agreement was entered into with the Bank of England regarding declarations by LCM, which had not been in compliance with the Bank of England's Note Circulations Scheme. A payment to the Bank of England of approximately MSEK 332 comprised the single largest item during 2008. This cost was borne by Loomis AB in 2008, but impacted the Group's operating income in 2007.
During the second quarter 2009, a total of MSEK 164 was paid to shareholders, which corresponds to a dividend of SEK 2.25 per share.
Investments in fixed assets amounted to MSEK 0 (0).
Uncertainties
Specific uncertainties for 2010 are the effects of the efficiency measures and cost savings in the Group, as well as the ongoing economic recession.
The economic trend during the year has impacted certain countries and markets negatively and it can not be ruled out that revenue and operating income during 2010 will be further affected.
An economic slowdown may have both positive and negative effects on the market for cash handling services. Positive effects include an increase in the proportion of cash purchases compared with credit card purchases and lower employee turnover rates. Negative effects are the increased risk of robbery, reduced consumption and the increased risk of loss of customers. Among the negative effects, an increased risk of robbery and reduced consumption have been most visible.
Other
Information regarding financial risk control and the use of financial instruments for risk management is found in Note 6.
For information regarding shareholders with majority stakes, refer to page 89.
Significant events after the end of the year
The Board of Loomis has decided to propose at the Annual General Meeting of Shareholders to resolve on the introduction of a cash bonus system and incentive programme, which is based on the existing performance-based cash bonus programme. The approximately 350 executive managers currently taking part in the existing bonus programme would be able to participate in this incentive programme. Participants would be entitled to receive an annual bonus in the form of shares in Loomis AB, provided that certain pre-defined and measurable performance criteria, which are currently applied in the existing cash bonus programme, are met. The
principles of performance measurement and other general principles that are already in place, will continue to apply. For the Board's complete proposal regarding the incentive programme, refer to the notice of Annual General Meeting of Shareholders.
On March 1, 2010, Michel Tresch was appointed General Manager for Loomis France. The previous Country President Christian Lerognon, has left his post with immediate effect. The change is part of a process aimed at turning Loomis France into a more efficient organization. Georges Lópes Periago, who is Country President of Loomis' Spanish subsidiary, has also been appointed interim Country President for Loomis France.
Prospects
The company deems the premises for reaching the previously communicated goal of an operating margin of 8 percent during 2010 as good.
Proposed appropriation of profit
The Board has decided to propose a dividend of SEK 193,481,217 to the Annual General Meeting of Shareholders. It is the Board's assessment that the proposed dividend does not hinder the Group from fulfilling its obligations and carrying out necessary investments.
The Parent Company and Group's income statements and balance sheets are subject to adoption by the Annual General Meeting of Shareholders on April 29, 2010.
The following profits are at the disposal of the Annual General Meeting:
| SEK | |
|---|---|
| Profit brought forward | 3,890,936,585 |
| Translation differences | –75,737,623 |
| Revaluation of cash flow hedges | –6,036,746 |
| Group contribution, net after tax | 54,551,000 |
| Contributed capital from issue of warrants | 21,717,500 |
| Net income for the year | 358,157,885 |
| 4,243,588,601 |
The Board of Directors proposes that profits be appropriated as follows:
| 4,243,588,601 | |
|---|---|
| To be carried forward | 4,050,107,384 |
| Dividend to shareholders | 193,481,217 |
| SEK |
Provided that the 2010 Annual General Meeting resolves in accordance with the Board's proposal on the appropriation of profits, SEK 4,050,107,384 will be brought forward. Complete coverage exists for the Company's restricted equity after the
proposed appropriattion of profits.
The Board has taken the Company's and the Group's consolidation needs into consideration through a comprehensive evaluation of the financial position of the Company and its ability to meet its commitments. The proposed dividend does not jeopardize the Company's ability to carry out necessary investments. The Company's financial position does not give rise to any other assessment other than that the Company can continue its operations and that the Company is expected to fulfil its obligations in both the short and long-term. The Board has taken into consideration all known relationships that may be of significance to the Company's financial position and that have not been accounted for within the framework for evaluation of the Company's consolidation requirements and liquidity.
With reference to the above, it is the opinion of the Board that the dividend is justifiable, considering the demands, which the nature of the Company's operations, their extent, and the risks pose on the size of the Company's and Group's shareholders' equity, and on the Company's and Group's need to strengthen the balance sheet, liquidity and overall financial position. Regarding all other aspects of the Company's and Group's results and financial position, refer to the income statements and balance sheets, cash flow statements and commentary to the accounts and notes.
The board's proposed guidelines for remuneration to senior executives
The Board of Loomis AB (publ) proposes that the Annual General Meeting 2010 ("AGM") resolves on guidelines for remuneration to management in accordance with the following.
Scope of the guidelines
These guidelines concern remuneration and other employment benefits to persons that are part of the Loomis group management team, below referred to as the "management", during the time period for which the guidelines are in force. The present members of the Group management are Lars Blecko, Jarl Dahlfors, Kenneth Högman, Georges López Periago and Ashley Bailey.
The guidelines shall apply to all agreements entered into after the adoption by the AGM and to any changes in existing agreements after this date. The Board shall have the right to deviate from the guidelines if there are particular grounds for such deviation in the individual case. The guidelines shall be subject to a yearly review.
basic principles and the forms for remuneration The fundamental principle is that remuneration and other
terms of employment for the management shall be competitive and in accordance with market conditions in order to
ensure that the Loomis Group will be able to attract and keep competent management employees.
The total remuneration to management shall consist of a fixed basic salary, bonus, pensions and other benefits.
The Board shall each year consider whether to propose that the general meeting resolves upon a share or share price based incentive program.
Principles regarding different types of remuneration Fixed basic salary
The fixed basic salary for the management within the Loomis Group shall be competitive and in accordance with market conditions and based on the individual executive's area of responsibility, powers, competence and experience.
Variable remuneration
In addition to a fixed basic salary, the management may also receive variable remuneration, which shall be based on the outcome in relation to financial goals and growth targets within the individual area of responsibility (group or division) and in line with the interests of the shareholders. The variable remuneration within the scope of the company's so called AIP (Annual Incentive Plan) shall amount to a maximum of 60 percent of the fixed basic annual salary for the President/ CEO and a maximum of 72 percent of the fixed basic annual salary for other individuals of the management. The variable remuneration within the scope of the company's so called LTIP (Long-Term Incentive Plan) shall amount to a maximum of 40 percent of the fixed basic salary for the President/CEO and a maximum of 50 percent of the fixed basic salary for other individuals of the management.
The increased limits compared to previous years are conditioned upon the AGM approving the proposed Incentive Scheme. Should this proposal not be approved, the variable remuneration within the scope of the company's so called AIP (Annual Incentive Plan) shall amount to a maximum of 50 percent of the fixed basic salary. The variable remuneration within the scope of the company's so called LTIP (Long-Term Incentive Plan) shall amount to a maximum of 50 percent of the fixed basic salary.
In addition to the variable remuneration above, there may be long term incentive programs resolved upon from time to time in accordance with the Basic Principles and the Forms for Remuneration mentioned above.
Pensions
The pension rights of the management shall be applicable as from the age of 65, at the earliest, and the entire management shall be subject to fee-based pension plans equivalent to maximum 30 percent of the fixed basic annual salary. The variable remuneration shall not be pension qualifying. Management employees resident outside Sweden may be offered pension programs which are competitive in the country where the employees are resident.
Terms at dismissal/resignation
At dismissal, the notice period for the management shall amount to a maximum of 12 months with a right to redundancy payment after the end of the notice period, equivalent to a maximum of 100 percent of the fixed basic salary for a period not exceeding 12 months. At resignation, the notice period shall amount to a maximum of 6 months.
Other benefits
Other benefits, such as company car, special health insurance or occupational health service shall be provided to the extent this is considered customary for management employees holding equivalent positions on the employment market where the management employee is active. The total value of such other benefits shall, however, constitute a minor part of the total remuneration received.
preparation by the board and decision-making in connection with matters regarding salaries and other benefits for the management
The Remuneration Committee appointed among the members of the Board prepares matters regarding salaries and other terms of employment for the management. The Committee has no authority to decide but merely presents its proposal to the Board for adoption. Resolution on remuneration to the President/CEO is made by the entire Board. For other management employees, the decision is made by the President/CEO after consultation with the Remuneration Committee.
Estimated costs for variable remuneration
The cost for variable remuneration to the management according to the proposal of the Board, taking into account existing agreements and based on the present remuneration rates, may, at maximum outcome, which presupposes that all targets on which the variable remuneration is based are reached, amount to maximum MSEK 19. The estimate is based on the persons currently being part of the management. The costs may change in case additional persons will become part of the management.
Consolidated statement of income
| MSEK | Note | 2009 | 2008 | 2007 |
|---|---|---|---|---|
| Revenue, continuing operations | 11,934 | 10,899 | 11,107 | |
| Revenue, acquired business | 55 | 360 | 290 | |
| Total revenue | 8, 9 | 11,989 | 11,258 | 11,397 |
| Production expenses | 10,11,12 | –9,374 | –8,800 | –8,948 |
| Gross income | 2,615 | 2,459 | 2,449 | |
| Selling and administrative expenses | 10,11,12 | –1,778 | –1,711 | –2,190 |
| Operating income before amortization and items affecting comparability |
837 | 748 | 259 | |
| Amortization of acquisition-related intangible assets | 10,12,17 | –17 | –15 | –18 |
| Acquisition-related restructuring costs | – | – | –37 | |
| Items affecting comparability | 10 | – | – | –640 |
| Operating income after amortization | 821 | 733 | –437 | |
| Financial income | 13 | 15 | 35 | 50 |
| Financial expenses | 13 | –130 | –199 | –178 |
| Income before taxes | 706 | 569 | –565 | |
| Income tax | 14 | –206 | –145 | –316 |
| Net income for the year 1) | 500 | 424 | –881 | |
| 1) Net income for the year is entirely attributable to the Parent Company's shareholders. | ||||
| SEK | Note | 2009 | 2008 | 2007 |
| Earnings per share (before dilution) | 3 | 6.85 | 5.80 | –12.06 |
The average number of shares amounts to 73,011,780. Comparative figures of 2007 have been adjusted to reflect the number of shares in 2008.
Consolidated statement of comprehensive income2)
Earnings per share adjusted for items affecting comparability
| MSEK | 2009 | 2008 | 2007 |
|---|---|---|---|
| Actuarial gains and losses after tax | –49 | 44 | 34 |
| Translation differences | –150 | 348 | –23 |
| Cash flow hedges after tax | –6 | – | – |
| Total comprehensive income and expenses for the year, net after taxes. | –205 | 392 | 11 |
| Net income for the year | 500 | 424 | –881 |
| Total comprehensive income and expenses for the year | 295 | 816 | –870 |
(before and after dilution) 3 6.85 5.80 0.09
2) Shareholders' equity is entirely attributable to the Parent Company's shareholders.
See Note 27 for further reconciliation of shareholders' equity
Consolidated balance sheet
| MSEK | Note | Dec 31, 2009 | Dec 31, 2008 | Dec 31, 2007 |
|---|---|---|---|---|
| ASSETS | ||||
| Fixed assets | ||||
| Goodwill | 15,16 | 2,760 | 2,965 | 2,533 |
| Acquisition-related intangible assets | 17 | 65 | 79 | 75 |
| Other intangible assets | 18 | 41 | 49 | 40 |
| Buildings and land | 19 | 287 | 328 | 316 |
| Machinery and equipment | 19 | 2,591 | 2,640 | 2,203 |
| Deferred tax assets | 14 | 316 | 268 | 243 |
| Interest-bearing financial fixed assets | 20 | 46 | 60 | 152 |
| Other long-term receivables | 21 | 28 | 51 | 18 |
| Total fixed assets | 6,132 | 6,439 | 5,580 | |
| Current assets | ||||
| Accounts receivable | 22 | 1,336 | 1,490 | 1,425 |
| Other current receivables | 23 | 67 | 75 | 69 |
| Current tax assets | 14 | 66 | 109 | 161 |
| Prepaid expenses and accrued income | 24 | 163 | 177 | 225 |
| Interest-bearing financial current assets | 25 | 3 | 355 | 698 |
| Liquid funds | 26 | 387 | 268 | 203 |
| Total current assets | 2,020 | 2,474 | 2,780 | |
| TOTAL ASSETS | 8,153 | 8,913 | 8,360 | |
| SHAREHOLDERS' EQUITY AND LIABILITY | ||||
| Shareholders' equity | 27 | |||
| Capital and reserves attributable to the Parent Company's shareholders | ||||
| Share capital | 365 | 365 | 365 | |
| Other capital contributed | 4,441 | 4,419 | 3,519 | |
| Other reserves | 419 | 569 | 221 | |
| Retained earnings including net income for the year | –2,095 | –2,377 | –2,600 | |
| Total shareholders' equity | 3,129 | 2,976 | 1,505 | |
| Long-term liabilities | ||||
| Loans payable | 28 | 1,480 | 72 | 113 |
| Deferred tax liability | 14 | 223 | 182 | 74 |
| Provisions for claims reserves | 29 | 205 | 239 | 194 |
| Provisions for pensions and similar commitments | 30 | 264 | 262 | 319 |
| Other provisions | 31 | 127 | 126 | 140 |
| Total long-term liabilities | 2,299 | 880 | 839 | |
| Current liabilities | ||||
| Loans payable | 28 | 855 | 2,987 | 3,291 |
| Accounts payable | 307 | 462 | 488 | |
| Provisions for claims reserves | 29 | 123 | 126 | 113 |
| Current tax liabilities | 14 | 171 | 209 | 129 |
| Accrued expenses and prepaid income | 32 | 914 | 866 | 923 |
| Other provisions | 31 | 50 | 88 | 568 |
| Other current liabilities | 33 | 306 | 318 | 505 |
| Total current liabilities | 2,725 | 5,057 | 6,016 | |
| TOTAL SHAREHOLDERS' EQUITY AND LIABILITIES | 8,153 | 8,913 | 8,360 | |
| Memorandum items | ||||
| Pledged assets | none | none | none | |
| Contingent liabilities | 34 | 992 | 758 | 823 |
Consolidated statement of changes in equity
| Attributable to owners of the parent1) | |||||
|---|---|---|---|---|---|
| Other | Retained earnings | ||||
| Share | capital | Other | incl. net income | ||
| MSEK | capital2) | contributed | reserves3) | for the year | Total |
| Opening balance January 1, 2007 | 365 | 3,519 | 244 | –1,373 | 2,755 |
| Comprehensive income | |||||
| Net income for the year | – | – | – | –881 | –881 |
| Other comprehensive income | |||||
| Actuarial gains and losses, net of tax | – | – | – | 34 | 34 |
| Exchange rate differences | – | – | –23 | – | –23 |
| Total other comprehensive income | – | – | –23 | 34 | 11 |
| Total comprehensive income | – | – | –23 | –847 | –870 |
| Transactions with shareholders | |||||
| Group contribution paid, net of tax | – | – | – | –131 | –131 |
| Dividend attributable to 2006 | – | – | – | –250 | –250 |
| Total transactions with shareholders | – | – | – | –380 | –380 |
| Opening balance January 1, 2008 | 365 | 3,519 | 221 | –2,600 | 1,505 |
| Comprehensive income | |||||
| Net income for the year | – | – | – | 424 | 424 |
| Other comprehensive income | |||||
| Actuarial gains and losses, net of tax | – | – | – | 44 | 44 |
| Exchange rate differences | – | – | 348 | – | 348 |
| Total other comprehensive income | – | – | 348 | 44 | 392 |
| Total comprehensive income | – | – | 348 | 468 | 816 |
| Transactions with shareholders | |||||
| Shareholders' contribution received | – | 900 | – | – | 900 |
| Dividend attributable to 2007 | – | – | – | –245 | –245 |
| Total transactions with shareholders | – | 900 | – | –245 | 655 |
| Opening balance January 1, 2009 | 365 | 4,419 | 569 | –2,377 | 2,976 |
| Comprehensive income | |||||
| Net income for the year | – | – | – | 500 | 500 |
| Other comprehensive income | |||||
| Actuarial gains and losses, net of tax | – | – | – | –49 | –49 |
| Cash flow hedges, net of tax | – | – | – | –6 | –6 |
| Exchange rate differences | – | – | –150 | – | –150 |
| Total other comprehensive income | – | – | –150 | –55 | –205 |
| Total comprehensive income | – | – | –150 | 446 | 295 |
| Transactions with shareholders | |||||
| Payments for shares issued | – | 22 | – | – | 22 |
| Dividend attributable to 2008 | – | – | – | –164 | –164 |
| Total transactions with shareholders | – | 22 | – | –164 | –143 |
| Closing balance December 31, 2009 | 365 | 4,441 | 419 | –2,095 | 3,129 |
1) A minority of 25 percent was held in one of the Group´s companies in the UK up to and including November 24, 2007.
2) Shares issued in the Parent Company consists of both Class A and Class B Shares. Each Class A share carries ten votes and each Class B share one vote.
3) Other reserves refer only to translation differences.
Consolidated statement of cash flows
| MSEK | Note | Dec 31, 2009 | Dec 31, 2008 | Dec 31, 2007 |
|---|---|---|---|---|
| Operations | ||||
| Income before taxes | 706 | 569 | –565 | |
| Items not affecting cash flow | 35 | 880 | 397 | 607 |
| Financial items received | 3 | 36 | 50 | |
| Financial items paid | –112 | –204 | –175 | |
| Income tax paid | –147 | –6 | –207 | |
| Change in accounts receivable | 85 | 79 | –52 | |
| Change in other operating capital employed | –82 | –231 | 168 | |
| Cash flow from operations | 1,333 | 640 | –174 | |
| Investing activities | ||||
| Investments in fixed assets | 18,19 | –827 | –879 | –737 |
| Sales of fixed assets | 23 | 50 | 257 | |
| Disposal of subsidiaries | – | 1 | – | |
| Acquisition of subsidiaries | 15 | –9 | –52 | –281 |
| Cash flow from investing activities | –813 | –879 | –761 | |
| Financing activities | ||||
| Dividend paid | 27 | –164 | –245 | –250 |
| Shareholder contributions received | 27 | – | 900 | – |
| Group contributions received | – | – | 9 | |
| Group contributions paid | 27 | – | –182 | – |
| Repayment of financial leasing liabilities | 28 | –38 | –44 | –27 |
| Change in interest-bearing net debt excluding liquid funds | –545 | 210 | 1,289 | |
| Cash flow from financing activities | –747 | 641 | 1,020 | |
| Cash flow for the year | –226 | 402 | 85 | |
| Liquid funds at beginning of year | 624 | 203 | 124 | |
| Translation differences on liquid funds | –10 | 19 | –6 | |
| Liquid funds at end of year1) | 387 | 624 | 203 |
1) Liquid funds include cash pools and interest-bearing financial current assets as of December 2008. Previously these items formed a portion of internal financing from Securitas and were, therefore, netted against other internal financing.
Note 1 General information
Loomis AB (Parent Company Corporate Identity Number 556620- 8095) and its subsidiary companies (referred to collectively as the Group) offer complete solutions for cash logistics in the US and large parts of Europe.
The Parent Company is a limited liability company with its registered office in Sweden. The address of the head office is Vallgatan 11,
Note 2 Summary of important accounting principles
The primary accounting principles applied in the preparation of this annual report are stated below. These principles have been applied consistently for all the years presented, unless stated otherwise. The same principles are, in general, applied in both the Parent Company and the Group. In certain cases, the Parent Company applies different principles than the Group. These are stated in Note 36.
Basis of preparation of reports
The Group applies International Financial Reporting Standards, IFRS (formerly IAS), as adopted by the European Union (EU), effective from January 1, 2004, the Swedish Financial Reporting Board 1:2 Supplementary accounting rules for groups, and the Swedish Annual Accounts Act. The consolidated financial statements have been prepared in accordance with the cost method, with the exception of available-for-sale financial assets and financial assets or financial liabilities valued at fair value via the statement of income (including derivatives). For information on critical estimates and assessments refer to Note 4.
New and revised standards adopted by the Group
The Group has adopted the following new and revised IFRS from 1 January 2009:
- IFRS 7 (Amendment), "Financial instruments: Disclosures" (effective from January 1, 2009). The revised standard will require increased disclosures on the valuation of fair value and as regards valuation of liquidity risk. Primarily, the revised standard requires disclosures on the valuation at fair value per level stipulated in a valuation hierarchy. Since this change in the standard results only in additional disclosures, it has no effect on earnings per share
- IAS 1 (Revised) "Presentation of financial statements" (effective from January 1, 2009). The revised standard will prohibit the presentation of items related to income and expenses (that is, "changes in shareholders' equity not referring to transactions with shareholders") in the statement of changes in shareholders' equity, and will, instead, require that "changes in shareholders' equity not referring to transactions with shareholders" be reported separately from changes in shareholders' equity referring to transactions with shareholders in the statement of comprehensive income. The Group, therefore, presents all owner-related changes in equity in the report "Group changes in consolidated equity" while all changes in equity not referring to transactions with shareholders are reported in the Consolidated statement of comprehensive income. Comparable information has been recalculated so that it corresponds to the amended standard. As this change in accounting principles only affects the presentation, it has no effect on earnings per share.
The Group adopted IFRS 8 Operating Segments from 2008 with the recalculation of comparable information from January 1, 2007, which is the reason the introduction of this standard on January 1, 2008 has no affect on the Group's financial reporting. Furthermore, during 2009, the following standards have been introduced without any ef170 67 Solna. The Parent Company is a holding company with the primary purpose of holding and administrating shares in a number of subsidiaries, whilst managing and administrating the Group as a whole.
These consolidated financial statements are to be adopted by the Annual General Meeting on April 29, 2010.
fect on the Group's accounting: IFRS 2 (Amendment), "Share-based Payment" (effective from January 1, 2009) and IAS 23 (Amendment), "Borrowing Costs" (effective from January 1, 2009).
Standards, amendments and interpretations to existing standards that are not yet effective and that have not been adopted in advance by the Group1).
The following standards and interpretations of existing standards have been published and are mandatory for the Group's accounting of financial years beginning on, or after, January 1, 2010 or later, but have not been adopted in advance by the Group:
- IFRS 3 (Revised), "Business Combinations" (effective from July 1, 2009). The revised standard continues to present the application of the acquisition method to business combinations, with some significant changes. For example, all payments made in the acquisition of an operation are to be recorded at fair value at acquisition date, while subsequent contingent payments are classified as liabilities which are, thereafter, re-measured through the statement of income. There is the option to value, on an acquisition-byacquisition basis, non-controlling interest in the acquiree either at fair value or on the basis of the non-controlling interest's proportionate share of the acquiree's net assets. All acquisition-related costs should be reported as expense. The Group will apply IFRS 3 (Revised) prospectively to all business combinations from January 1, 2010.
- IAS 38 (Amendment) "Intangible Assets". The Group will adopt IAS 38 (Amendment) from the same date as IFRS 3 (Revised) is adopted. The amendment clarifies the valuation at fair value of an intangible asset as an acquisition in a business combination. In accordance with the amendment, intangible assets may be grouped and treated as an asset if the assets have similar useful lifetimes. The amendment will have no significant impact on the Group's financial reports.
- IAS 27 (Amendment), "Consolidated and Separate Financial Statements" (effective from July 1, 2009). The revised standard requires the effects of all transactions with minority shareholders to be recorded in shareholders' equity if they do not imply any change in the controlling influence, and if these transactions do not give rise to goodwill or gains or losses. The standard also states that any remaining interest should be re-measured at fair value and a gain or loss reported in the statement of income, in the event that a Parent Company loses its controlling influence. The Group will apply IAS 27 (Amendment) prospectively for transactions with minority shareholders from January 1, 2010.
- IFRS 9 Financial Instruments (effective from January 1, 2013) is a new standard which was presented in its first phase of a total of three phases, as a part of the ongoing amendment project that will entirely replace IAS 39 with a principle-based and less complex accounting standard at the end of 2010. Material published during 2009 applies to the classification and valuation of financial instruments. In accordance with the new standard, there are two categories of financial instruments: 1) financial assets valued at
1) Amendments and new items in IFRS that are yet to be adopted by the EU are also included. When this is the case, it is clearly stated.
accrued acquisition value and 2) Financial assets and liabilities valued at fair value. Initially, all financial instruments are to be valued at fair value including transaction costs for those assets valued at accrued acquisition value. In subsequent valuations, financial assets are valued either at accrued acquisition value or at fair value. A financial asset is to be valued at accrued acquisition value only if the following two conditions are met: 1) the instrument is managed according to the Company's business model on the basis of agreed cash flow and 2) the instrument's cash flow is attributable to the payment of nominal amounts and yield. All other instruments are to be valued at fair value when, as a general principle, changes in fair value are accounted for in the results for the period. Profits and losses referring to equity instruments are reported either in the results, or in other total income, as long as the instrument is not held for trade. This decision is undertaken in conjunction with the initial reporting and may not be changed at a later date. IFRS 9 is assessed to have only a marginal effect on the Group's position and income.
In addition to the above standards, the standards and interpretations found below have been published and are obligatory for the Group's accounting for the financial years beginning January 1, 2010 or later. These standards and interpretations have not been adopted in advance and are not deemed to have any significant effect on the Group's accounting.
- IFRIC 15: Agreements for the Construction of Real Estate (effective from January 1, 2010)
- IFRIC 16: Hedges of a Net Investment in a Foreign Operation (effective from July 1, 2009)
- IFRIC 17: Distributions of Non-Cash Assets to Owners (effective from July 1, 2009)
- IFRIC 18: Transfers of Assets from Customers (effective from July 1, 2009)
- IFRS 2 (Amendment): Share-based Payment, amendment relating to group-level transactions regarding cash calculated share-based payment (effective from January 1, 2010)1)
- IAS 39 (Amendment): Financial instruments, amendment relating to items qualified for hedge accounting (effective from July 1, 2009)1)
- IFRIC 19: Extinguishing Financial Liabilities with Equity Instruments (effective from July 1, 2010)1)
- IAS 24 (Amendment): Related Party Disclosures (effective from January 1, 2011)1)
- IFRIC 14 (Amendment): The Limit on a Defined Benefit Asset, Minimum Funding Requirements and their Interaction (effective from January 1, 2011)1)
- IAS 32 (Amendment): Financial Instruments: Presentation amendment relating to Classification of Rights Issues (effective from February 1, 2010)1)
Scope of the consolidated financial statements (IFRS 3)
The consolidated financial statements include the Parent Company Loomis AB and all subsidiaries. Subsidiaries are companies in which the Group has the right to establish financial and operating strategies with the aim of securing financial benefits, in a manner typically associated with a shareholding of more than 50 percent of the voting rights. Subsidiaries are included in the consolidated financial statements as of the date on which the Group gains controlling influence over the subsidiary. A subsidiary is excluded from the consolidated financial statements as of the date on which the Group no longer exerts a controlling influence over the subsidiary.
Acquisition method (IFRS 3)
The Group applies the acquisition method when reporting acquisitions of Group subsidiaries. The acquisition cost consists of the fair value of the assets submitted as payment, equity instruments issued and liabilities incurred or assumed at the date of exchange, plus expenses directly attributable to the acquisition. Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combinations are initially measured at their fair values on acquisition date, irrespective of the extent of any minority interest. The surplus arising from the difference between the acquisition value and the fair value of the Group's share of identifiable acquired assets, liabilities and contingent liabilities is reported as goodwill.
Translation of foreign subsidiaries (IAS 21)
The functional currency of each of the Group's subsidiaries, that is, the currency in which the company normally conducts incoming and outgoing payments, is normally determined by the primary economic environment in which the company operates. The functional currency of the Parent Company and the presentation currency of the Group, that is the currency in which the financial statements are presented, is the Swedish Krona (SEK). The financial statements of each foreign subsidiary are translated according to the following: each month's statement of income is translated applying the exchange rate prevailing on the last day of that month. This implies that income for each month is not affected by foreign exchange fluctuations during subsequent periods.
Balance sheets are translated using the exchange rates prevailing at each balance sheet date. The translation difference arising as a result of statements of income being translated applying average rates, while the balance sheets are translated applying the exchange rates prevailing at each balance sheet date, is entered directly in shareholders' equity. In cases in which loans have been raised to reduce the Group's foreign exchange/translation exposure in foreign net assets, and where these satisfy the hedge accounting requirements, the exchange rate differences on such loans are reported in the translation reserve in shareholders' equity, together with the exchange rate differences arising from the translation of foreign net assets. When a foreign operation or part thereof is sold, such exchange differences are reported in the statement of income as part of the capital gain or loss on the sale.
Receivables and liabilities in foreign currency (IAS 21)
Foreign currency transactions are translated to the functional currency using the exchange rates prevailing at each transaction date. Foreign exchange gains and losses resulting from the settlement of such transactions, and from the translation at year-end exchange rates of monetary assets and liabilities denominated in foreign currencies, are reported in the statement of income. Exceptions relate to the point in time in which gains or losses are reported in shareholders' equity as qualifying cash flow hedges and qualifying net investment hedges.
Translation differences on non-monetary financial assets and liabilities are reported as part of fair value gains/losses. Translation differences on non-monetary financial assets and liabilities, such as shares reported at fair value via the statement of income, are reported in the statement of income as part of fair value gains/losses. Translation differences on non-monetary financial assets and liabilities, such as shares classified as available for sale are included in the reserve for available-for-sale assets, which is included in the item Other reserves under shareholders' equity.
Intra-Group transactions (IAS 24 and IFRS 3)
Pricing of intra-Group transactions is based on normal business prin-
ciples. Intra-Group receivables and liabilities, as well as transactions between companies in the Group, and any related gains/losses, are eliminated. Unrealized losses are also eliminated, but any losses are regarded as an indication of an impairment requirement for the transferred asset. All subsidiaries report to the Group in accordance with the Group's accounting principles.
Group companies are all companies owned or controlled by Loomis AB, according to the definition provided under the scope of the consolidated financial statements above.
Revenue recognition (IAS 18)
Revenue comprises the fair value of the amount received or the amount expected to be received for services sold in the Group's operations. Revenue is reported exclusive of value-added tax and discounts and after elimination of intra-Group sales. The Group recognizes revenue when the amount of revenue can be measured in a reliable manner and when it is likely that future economic benefits will flow to the Group.
The Group's revenue is generated from cash in transit, cash management and technical services. Revenue is recognized in the period in which it is earned, on a straight-line basis over the contract period, and when the Group assesses that the criteria for revenue recognition have been met. Subscription income is allocated on a straightline basis over the period to which the subscription refers.
Other revenue earned is recognized according to the following:
- Interest income is reported in the statement of income in the period to which it is attributable, according to the effective interest method.
- Received dividends are reported in the statement of income when the right to receive the dividend has been established.
Items affecting comparability
Items affecting comparability include events and transactions having significant impact on income and that must be taken into consideration when comparing income for the current period with income from previous periods, for example:
- Capital gains and losses arising from the disposal of material cash generating units.
- Material impairment losses.
- Material items of a non-recurring nature.
Provisions, impairment losses, bad debt losses or other material non-recurring items, reported as items affecting comparability during a certain period, are consistently accounted for in future periods by means of reporting any reversed provisions, impairment losses, bad debt losses or other material non-recurring items under items affecting comparability.
Operating segment reporting (IFRS 8)
Operating segments are reported in accordance with the internal reporting submitted to the executive management. The executive management is the function responsible for allocation of resources and for assessing the performance of the operating segment. Within the Loomis Group, the CEO has been identified as the most senior executive manager, who for reason of his thorough monitoring of the segments' financial performance, has the authority to undertake decisions concerning the allocation of resources, budget targets and financial planning.
The respective executive management of the USA and European business segments are responsible for following-up the segments' financial performance before amortisation and items affecting comparability, according to the manner in which Loomis reports its consolidated statement of income. The Group has chosen this division of segments for its reporting in Europe and the USA on the basis of similarities between European countries, with regards to important areas within, for example, operating margins, currencies and monetary policy, and laws and regulations involving cash handling, as well as customers and products. Operations in the USA are affected, to a significant degree, by various currency risks and monetary policies, as well as by laws and regulations impacting Loomis' operations, even if the actual customers and products can be considered to be similar.
'Other' consists of head office and the Parent Company, the risk management function and other functions managed at Group level and related to the Group as a whole.
Governmental assistance (IAS 20)
Similar to other employers, Loomis is eligible for a variety of government grants relating to employees. These grants refer to training, incentives for hiring new staff, reduction of working hours, etc. All grants are reported in the statement of income as a cost reduction in the same period in which the related underlying cost is reported.
Income taxes (IAS 12)
Deferred income tax is to be reported in its entirety, using the balance sheet method, on all temporary differences arising between the fiscal value of assets and liabilities and their reported amounts in the consolidated financial statements. However, deferred income tax is not reported, if it occurs in conjunction with a transaction constituting the first reporting of an asset or liability which is not a business combination and which, at the time of the transaction, affects neither the reported nor the tax-related income. Deferred income tax is determined using tax rates and tax legislation that have been established or announced on balance sheet date, and which are expected to apply when the deferred income tax asset in question is realized or the deferred income tax liability is settled.
Deferred income tax assets are reported to the extent that it is probable that future taxable profit, against which the deferred tax asset can be offset, will arise. Deferred tax assets are valued on balance sheet date, and any potential previously non-valued deferred tax assets are reported when they are expected to be able to be utilized, and correspondingly, reduced when it is expected that these amounts, in their entirety or partly, will not be able to be utilized against future taxable income.
Deferred income tax is calculated on temporary differences arising on participations in subsidiaries and associated companies, except when the timing of the reversal of the temporary difference is controlled by the Group and it is likely that the temporary difference will not be reversed in the foreseeable future.
Current income tax expenses are calculated on the basis of tax legislation that has been established, or substantively established, at balance sheet date in the countries in which the Parent Company´s subsidiaries operate and generate taxable income. Company management periodically evaluates positions taken in tax returns with respect to situations in which applicable tax regulations are subject to interpretation, and establishes provisions, where appropriate, on the basis of amounts expected to be paid to the tax authorities.
Taxes are reported in the statement of income, except when the tax refers to items reported in other comprehensive income or directly as equity. In such cases, taxes are also reported in other comprehensive income, respective shareholders' equity.
Current and deferred taxes are reported directly against comprehensive income if the relevant underlying transaction or event is reported directly against comprehensive income in the period or in a
previous period, if it pertains to an adjustment of an opening balance of retained earnings as the result of a change in accounting principle, or if it relates to exchange rate differences in the translation of the balance sheets of foreign subsidiaries that are reported directly against other comprehensive income.
Provisions are established for estimated taxes on dividends from subsidiaries to the Parent Company in the following year.
Statement of cash flows (IAS 7)
The statement of cash flows has been prepared in accordance with the indirect method. Liquid funds include cash and bank deposits, as well as current investments, with a maximum duration of 90 days.
Goodwill and Other Acquisition-related intangible assets (IFRS 3, IAS 36 and IAS 38)
Goodwill represents the positive difference between the purchase price and the fair value of the Group's share of identifiable net assets of the acquired subsidiary/operation at the date of acquisition. As goodwill has an indefinite useful life, it is tested annually for impairment and reported at acquisition cost less accumulated impairment losses. Gains and losses on the disposal of companies include the book value of goodwill relating to the sold company. Impairment losses on goodwill are not reversed.
Other acquisition-related intangible assets arising from acquisitions can include various types of intangible assets, such as market-related, customer-related, contract-related and technology-based intangible assets. Other acquisition-related intangible assets have a definite useful life. These assets are reported at acquisition value, less accumulated amortization and any accumulated impairment losses.
Amortization takes place on a straight-line basis over the estimated useful life of the asset. Loomis' acquisition-related intangible assets primarily refer to customer contract portfolios and the related customer relationships. The valuation of the customer contract portfolios is based on the so-called "Multiple Excess Earnings Method" (MEEM) which is a valuation model based on discounted cash flows. The valuation is based on the turnover rates and returns on the acquired portfolio at the time of the acquisition. In the model, a specific cost or required return in the form of a so-called "contributory asset charge" is applied for the assets utilized in order for the intangible asset to generate returns. Cash flows are discounted using the Weighted Average Cost of Capital (WACC), adjusted for local interest rate levels in the countries in which acquisition takes place. The useful life of customer contract portfolios and the related customer relationships are based on the turnover rate of the acquired portfolio and are normally between 3 and 5 years corresponding to an annual amortization of between 20 percent and 33.3 percent.
The Group has reviewed the useful life of its intangible assets in accordance with the provisions of IAS 38. This review did not give rise to any adjustments.
A deferred tax liability is calculated at the local tax rate on the difference between the book value and fiscal value of intangible assets with definite useful lives (accordingly, goodwill does not give rise to any deferred tax liability). The deferred tax liability is dissolved over the same period as the intangible asset is amortized, which entails that it neutralizes the impact of the amortization of the intangible asset on the full tax rate percentage on income after tax. This deferred tax liability is initially reported through a corresponding increase in goodwill.
Goodwill and other acquisition-related intangible assets are allocated to cash-generating units (CGU). A cash-generating unit is the smallest unit for which there are identifiable cash flows. The allocation is made to those cash generating units or groups of cash generating units, determined according to the operating segments of the Group, that are expected to profit from the acquisition generating the
goodwill. This allocation is the basis for the yearly impairment testing. The amortization of acquisition-related intangible assets is reported in the entry Amortization of acquisition-related intangible assets in
the statement of income.
Other intangible assets (IAS 36 and IAS 38)
Other intangible assets, that is, intangible assets other than goodwill and acquisition-related assets, are reported if it is probable that the expected future economic benefits attributable to the asset will flow to the Group and that the cost of the asset can be reliably measured.
Other intangible assets have a definite useful life. These assets are reported at acquisition cost and are, subsequently, reported at acquisition cost less accumulated amortization and any accumulated impairment losses.
Straight-line amortization over the estimated useful life is applied for all classes of assets, as follows:
| Software licenses | 12.5–33.3 percent |
|---|---|
| Other intangible assets | 20–33.3 percent |
Tenancy rights and similar rights are amortized over the same period as the underlying contract.
The useful life of assets are reviewed annually and adjusted, if appropriate.
Tangible fixed assets (IAS 16 and IAS 36)
Tangible fixed assets are reported at the acquisition cost, less accumulated depreciation and any accumulated impairment losses. Acquisition cost includes expenses directly attributable to the acquisition of the asset. Additional expenses are added to the reported value of the asset or are reported as a separate asset, as appropriate, only if it is likely that the Group will benefit from the future financial benefits associated with the asset, and if the acquisition cost of the asset can be reliably calculated. The reported value of the replaced portion is eliminated from the balance sheet. All other types of repairs and maintenance are reported as costs in the statement of income in the period in which they arise. Depreciation is based on historical acquisition cost and the expected useful life of the asset. The residual values and useful life of the assets are reviewed on each balance sheet date and adjusted as appropriate. An asset's reported value is written-down immediately to its recoverable amount if the asset's book value is greater than its estimated recoverable amount.
The straight-line method of depreciation, over the estimated useful life, is applied to all classes of assets, as follows: Machinery and equipment 10–25 percent Buildings and land improvements 1.5–4 percent
Gains and losses on disposals are determined by comparing proceeds from the sales with the asset's reported value, and are reported as production expenses or selling and administrative expenses,
Impairment (IAS 36)
depending on the type of asset sold.
Land is not depreciated.
Assets having an indefinite useful life are not subject to depreciation/amortization and are tested annually for impairment. Assets subject to depreciation/amortization are reviewed for impairment, as a minimum, on each balance sheet date or whenever events or new circumstances indicate that the recoverable amount does not amount to at least book value. An impairment loss is reported in the amount by which the asset's book value exceeds its recoverable amount. The recoverable amount is the higher of an asset's net realizable
value and its value in use.
Value in use is measured as the present value of expected future cash flows. The calculation of value in use is based on assumptions and assessments. The primary assumptions concern organic growth, development of the operating margin, utilization of operating capital employed and the relevant WACC rate used to discount future cash flows. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash flows (cash-generating units).
Previously reported impairment losses, with the exception of impairment losses related to goodwill, are reversed only if a change has occurred regarding the assumptions forming the basis of the determination of recoverable value when the impairment loss was reported. In such cases, a reversal of the impairment loss is carried out in order to increase the book value of the impaired asset to its recoverable amount. The possible reversal of earlier impairment losses is reviewed in the case of assets other than goodwill. This review is performed at each balance sheet date. A reversal of a previous impairment losses is reported only to the extent that the new book value does not exceed the previous book value (after depreciation and amortization) if the impairment loss had not been reported. Impairment losses related to goodwill are never reversed.
Lease agreements (IAS 17)
Where lease agreements entail that the Group as lessee receives, in all material aspects, the economic benefits and bears the economic risks attributable to the leasing object, the lease agreement is classified as financial leasing. This implies that the object is reported in the consolidated balance sheet as a fixed asset. The net present value of the corresponding commitment to pay leasing charges in the future is reported as a liability. The financially leased asset and the associated liability are reported at the lower of fair value and the present value of the minimum leasing payments. In the consolidated statement of income, leasing payments are divided into amortization and interest on a straight-line basis over the useful life.
Operational lease agreements in which the Group is the lessee are reported in the statement of income as operating expenses on a straight-line basis over the period of the lease. In cases in which the Group is the lessor, revenue is reported as sales in the period to which the lease relates. Amortization is reported within operating income.
Accounts receivable – trade (IAS 39)
Accounts receivable are initially reported at fair value and, thereafter, at accrued acquisition value, using the effective interest method, less provisions for impairment. A provision for impairment is established when there is objective evidence that the Group will not receive the amounts due according to the original terms of the receivables. The amount of the provision is equivalent to the difference between the asset's reported value and the present value of estimated future cash flows, discounted by the original effective interest rate. Expected and determined bad debt losses are included in the line Production expenses in the statement of income. Payments received in advance are accounted as Other current liabilities.
Financial Instruments: Recognition and measurement (IAS 39) A financial instrument is any contract giving rise to a financial asset in one entity and a financial liability or equity instrument in another entity. The definition of financial instruments, thus, includes equity instruments of another entity, but also, for example, contractual rights to receive cash, such as accounts receivable – trade.
The group classifies its financial instruments in the following categories:
• Financial assets or financial liabilities valued at fair value and
through profit or loss (including derivatives not designated as hedges).
- Loan receivables and other receivables.
- Available-for-sale financial assets and liabilities (including derivatives designated as hedges) .
- Other financial liabilities.
The classification is determined on the basis of the purpose for which the financial assets were acquired. Management determines the classification of its financial assets upon initial recognition and reevaluates this classification at each reporting date.
Accounting for items designated as "Financial assets at fair value through profit or loss"
When assets in this category are held, changes in fair value are reported in profit or loss as they arise. The revaluation of derivatives held for the purpose of minimising operating transaction risks is accounted for in operating profit or loss and derivaties held for the purpose of minimising transction risks in financial income and expenses is accounted for in the financial net. A financial asset is classified in this category if it is held for trading, i.e. has been acquired with the main intention that it be disposed of in the short term or if management has determined that it be classified in this category. The assets held by Loomis in this category are current assets in the balance sheet.
Accounting for items designated as "Loans receivable and other receivables"
Operating receivables, including Accounts receivable – trade, are classified as "Loans receivable and other receivables" and are valued at accrued acquisition value. In the balance sheet they are shown as accounts receivable – trade or liquid funds with the exception of items due more than 12 months after the balance sheet date, which are shown as financial non-current assets.
Accounting for items designated as "Available-for-sale assets" Any assets in this category are accounted for at fair value, but the revaluation is included in other comprehensive income when there is a quoted price in an active market or fair value can be determined in a reliable manner. If the fair value cannot be determined in a reliable manner, the asset will be valued at acquisition value. However, when there is objective evidence of impairment, the asset will be written down. When assets are disposed of the transaction is accounted for in profit or loss, including revaluations previously made against other comprehensive income. This classification includes derivatives which have been designated as cash flow hedges and which meet the requirements for hedge accounting. As assets in this category are not considered material, they are accounted for as current financial assets in the balance sheet.
Accounting for items designated as "Financial liabilities at fair value through profit or loss"
Any liabilities classified in this category are accounted for as "financial assets at fair value through profit or loss". As liabilities in this category are not considered material they are accounted for as current liabilities in the balance sheet.
Accounting for items designated as "Available-for-sale liabilities" Any liabilities in this category are accounted for in the same way as "available-for-sale assets". As the liabilities in this category are not considered material, they are accounted for as current liabilities in the balance sheet.
Accounting for items designated as "Other financial liabilities" This category includes loans payable and accounts payable. Liabili-
ties in this category are initially valued at fair value and, thereafter, at accrued acquisition cost, applying the effective interest rate method. Loans payable are initially reported at the net amount received, less transaction expenses. If the fair value differs from that which is to be repaid on maturity date, loans payable are subsequently reported at accrued acquisition value, which implies that the difference is allocated to periods as an interest expense using the effective interest rate method. Loomis applies IAS 23, Borrowing costs. According to this standard, borrowing costs that are directly attributable to the acquisition, construction or production of a qualifying asset form part of the cost of that asset. Loomis has currently no loans relating to such investments why borrowing costs are reported in the statement of income. Loans payable, investments and liquid funds are reported according to the transaction date principle. Borrowing is classified under current liabilities, unless the Group has an unconditional right to defer payment of the debt for at least 12 months after the balance sheet date.
Derivatives and hedging transactions
Derivatives are recognized in the balance sheet on the transaction date and are accounted for at fair value both initially and at subsequent revaluations. The method by which the profit or loss resulting from a revaluation is accounted for depends on whether the derivative has been designated as a hedging instrument, and, if so, the character of the item being hedged. Loomis holds derivatives that meet the criteria for hedge accounting for cash flow hedges.
Employee benefits (IAS 19)
The Group operates, or otherwise participates in, a number of defined benefit and defined contribution pension plans. A defined contribution plan is a pension plan under which the Company pays fixed contributions to a separate legal entity and to which it has no legal or informal obligations to pay further contributions. A defined benefit plan is a pension plan providing benefits after termination of service other than those provided by defined contribution plans. Costs for defined benefit plans are estimated using the Projected Unit Credit method resulting in a cost distributed over the individuals period of employment. Obligations are valued at the present value of expected future cash flows using a discount rate corresponding to the interest rate on first-class corporate bonds or government bonds with a duration that is approximately the same as that of the obligations. Plan assets are reported at fair value.
Loomis has adopted the amendment to IAS 19 regarding the principle for recognizing gains and losses resulting from changes in actuarial assumptions, plan experience and investment performance differing from that which has been previously estimated. These actuarial gains and losses are reported for all defined benefit plans relating to post-employment benefits in the period in which they occur. Accounting takes place via the statement of recognized income and expenses on the line Actuarial gains and losses.
If accounting for a defined benefit plan results in an asset, this is reported as a net asset in the consolidated balance sheet under Other long-term receivables. If the net result is a liability, it is reported as a provision under Provisions for pensions and similar commitments. Costs related to defined benefit plans, including the interest element, are reported in operating income. Provisions for pensions and similar commitments are not included in calculated net debt.
Expenses relating to earlier periods of service are reported directly in the statement of income unless the changes in the pension plan are conditional upon the employees remaining in employment for a specified period (earnings period). In such cases, the expenses relating to earlier periods of service are distributed on a straight-line basis over the earnings period.
Severance pay is paid when the Group terminates an employee's employment before pensionable age or when an employee accepts voluntary redundancy in return for such benefits. Severance pay is reported as an expense when the Group is demonstrably obliged to terminate an employment as a result of a detailed formal plan or to pay compensation in cases of voluntary redundancy.
Provisions (IAS 37)
Provisions are reported when the Group has a present legal or contractual obligation as a result of past events, it is likely that an outflow of resources will be required to settle the obligation, and when a reliable estimation of this amount can be made.
Provisions regarding restructuring are made when a detailed, formal plan of measures exists and well-founded expectations have been created among those who will be affected. No provisions are made for future operating losses.
Claims reserves are calculated on the basis of a combination of claims reported, and IBNR (incurred but not reported) reserves. Actuarial calculations are performed on a quarterly basis to assess the adequacy of the reserves based on open claims, estimates based on experience and historical data regarding IBNR.
Accountable funds, consignment stocks and other stocks of money
Within its cash processing business, Loomis handles consignment stocks of money. Consignment stocks of money are reported by the respective counterparty, not by Loomis. Other stocks of money are financed by borrowing in the form of overdraft facilities. These overdraft facilities are reported net against stocks of money.
Other
Amounts in tables and other lists have been rounded off individually. Therefore, minor rounding off differences may arise when these amounts are totalled.
Note 3 Definitions, calculation of key ratios and exchange rates
Definitions, Statement of Income
Production Expenses
Salaries and related costs for direct personnel, the cost of equipment used in the performance of services, and all other costs directly related to the performance of invoiced services.
Selling and administrative expenses
All expenses related to sales, administration and management, including branch office expenses. The branch offices provide the production function with administrative support and serve as a sales channel.
Operating income before amortization (EBITA)
Earnings before interest, taxes and amortization of acquisition-related intangible assets. This also excludes acquisition-related restructuring costs and items affecting comparability.
Operating margin before amortization
Earnings before interest, taxes and amortization of acquisition-related intangible assets and acquisition-related restructuring costs and items affecting comparability, as a percentage of total revenue.
Operating income after amortization (EBIT)
Earnings before interest and taxes.
DEFINITIONS OF KEY RATIOS
Organic sales growth
Change in revenue for the period adjusted for acquisitions/divestitures and changes in exchange rates as a percentage of the previous year's total revenue adjusted for divestitures.
Total growth
Change in revenue for the period as a percentage of revenue for the previous year.
Exchange rates used in the consolidated financial statements
Operating margin before amortization
Operating income before amortization as a percentage of total revenue.
Earnings per share
Net income for the period in relation to the number of outstanding shares at the end of the period. Calculation 2009: 500 / 73,011,780 x 1,000,000 = 6.85
Earnings per share adjusted for items affecting comparability
Net income for the period before items affecting comparability (after tax) in relation to the number of outstanding shares at the end of the period.
Calculation 2009: 500 / 73,011,780 x 1,000,000 = 6.85
Cash flow from operating activities as a percentage of operating income before amortization (EBITA)
Cash flow for the period, before financial items, income tax, items affecting comparability, acquisitions/divestitures and financing activities, as a percentage of operating income before amortization (EBITA).
Return on capital employed
Operating income before amortization (EBITA) (rolling 12 months) as a percentage of the closing balance of capital employed.
Return on shareholders' equity
Net income for the period (rolling 12 months) as a percentage of the closing balance of shareholders' equity.
Net margin
Net income for the period after taxes as a percentage of total revenue.
| Currency | Weighted average 2009 |
Dec 2009 | Weighted average 2008 |
Dec 2008 | Weighted average 2007 |
Dec 2007 | |
|---|---|---|---|---|---|---|---|
| Norway | NOK | 1.22 | 1.24 | 1.17 | 1.11 | 1.16 | 1.18 |
| Denmark | DKK | 1.42 | 1.38 | 1.29 | 1.46 | 1.24 | 1.26 |
| UK | GBP | 11.89 | 11.55 | 12.05 | 11.19 | 13.50 | 12.83 |
| Switzerland | CHF | 7.02 | 6.91 | 6.16 | 7.32 | 5.63 | 5.69 |
| USA | USD | 7.61 | 7.12 | 6.62 | 7.74 | 6.72 | 6.40 |
| Other countries | EUR | 10.59 | 10.25 | 9.69 | 10.91 | 9.26 | 9.43 |
Note 4 Critical accounting estimates and assessments
The preparation of financial statements and the application of various accounting standards is often based on assessments made by management or on estimates and assumptions that are deemed reasonable under the prevailing circumstances. These estimates and assumptions are generally based on historical experience and other factors, including expectations of future events. With different estimates and assumptions, the result could vary and by definition, the estimates will seldom equal actual outcomes.
The estimates and assumptions that Loomis deems, at December 31, 2009, to have greatest impact on its results, assets and liabilities are discussed below. Information on items affecting comparability can be found in the annual financial statements for 2008 and 2007.
Valuation of accounts receivable and provision for bad debt loss
Accounts receivable totals MSEK 1,336 (1,490 and 1,425), and,
thereby, constitutes one of the largest items on the balance sheet. Accounts receivable is reported at net value, after provision for bad debt losses. The provision for bad debt losses of MSEK –35 (–53 and –34) is subject to critical estimations and assessments. Additional information on credit risk in accounts receivable can be found in Note 6 and Note 22.
Valuation of identifiable assets and liabilities in connection with the acquisition of subsidiaries/operations
The valuation of identifiable assets and liabilities in conjunction with the acquisition of subsidiaries or operations, as part of the purchase price allocation, requires that items in the acquired company's balance sheet, as well as items that have not been reported in the acquired company's balance sheet, such as customer relations, should be valued at fair value. Under normal circumstances, as listed market prices are not available for the assets and liabilities to be valued, dif-
Note 4 Critical accounting estimates and assessments, cont.
ferent valuation methods must be applied. These valuation methods are based on a number of assumptions. Other items that may be difficult, both to identify and value, are contingent liabilities that may have arisen in the acquired company, such as disputes. All balance sheet items are, thus, subject to estimates and assessments. Further information is provided in Note 15.
Estimated impairment testing of goodwill and other acquisition-related intangible assets
In connection with the impairment testing of goodwill and other acquisition-related intangible assets, the book value is compared with the recoverable value. The recoverable value is determined by the higher of either an asset's net realizable value or its value in use. As under normal circumstances, no listed market prices are available to assess an asset's net realizable value, the book value is normally compared with the value in use. The calculation of the value in use is based on assumptions and assessments. The most important assumptions are organic growth, development of the operating margin, the utilization of operating capital employed and the relevant WACC rate used to discount future cash flows. All in all, this implies that the valuation of the balance sheet items Goodwill, which amounts to MSEK 2,760 (2,965 and 2,533), and of Acquisition-related intangible assets, which amounts to MSEK 65 (79 and 75), is subject to critical estimates and assessments. A sensitivity analysis regarding organic growth, operating margin and WACC is provided in Note 15.
Reporting of income tax, VAT and other taxes
Reporting of income tax, VAT and other taxes is based on the applicable regulations in the countries in which the Group operates. Due to the overall complexity of all rules concerning taxation and reporting of taxes, the implementation and reporting is based on interpretations and assessments of possible outcomes.
Deferred tax is calculated on temporary differences arising between the reported amounts and the fiscal values of assets and liabilities. There are, primarily, two types of assumptions and assessments impacting reported deferred tax. These are assumptions and assessments to establish the reported value of various assets and liabilities, as well as those relating to future taxable profits, to the extent that future utilization of reported and non-reported deferred tax assets are dependent on such profits, in addition to existing deferred tax liabilities. At December 31, 2009, deferred tax assets amounted to MSEK 316, based on the assumptions of possible future tax deductions. Significant assessments and assumptions are also undertaken in respect of the reporting of provisions and contingent liabilities relating to tax risks. Further information on taxes is provided in Note 14.
Note 5 Events after the balance sheet date
The Board of Directors in Loomis has decided to propose at the annual general meeting the introduction of a cash bonus and share bonus plan, based on the existing performance-based cash bonus program. The approximately 350 managers who are involved in the existing bonus program would be covered by this incentive program. Participants are eligible to receive an annual bonus in the form of shares in Loomis AB, provided certain predefined and measurable performance criteria are met, criteria which are currently applied in the cash bonus program. The principles of performance measurement and other general basic principles in the existing bonus program will continue to apply. For the Board's complete proposal for the incentive program, see the notice of the annual general meeting.
In January 2010, Loomis' subsidiary in the United States, Loomis Armored U.S. Inc., acquired the assets and customer contracts from
Actuarial assessments regarding employee benefits such as pensions
Employee benefits are normally an area in which estimates and assessments are not critical. However, for defined benefit plans relating to benefits, particularly for pensions, where the payment to the employee is several years into the future, actuarial assessments are required. These calculations are based on assumptions concerning economic variables, such as the discount rate, the expected return on plan assets, salary increases, inflation rates, pension increases, but also on demographic variables, such as expected life span. All in all, this implies that the balance sheet item Provisions for pensions and similar commitments, which amounts to MSEK 264 (262 and 319), and the item Other long-term receivables, amounting to MSEK 28 (51 and 18), are subject to critical estimates and assessments. Further information on pensions and a sensitivity analysis are provided in Note 30.
Actuarial assessments regarding claims reserves
The Group is exposed to various types of risks in the day-to-day running of the business. These operational risks can result in the need to report reserves for damages resulting from property claims and personal injuries claims from the Cash handling operations, and workers' compensation claims relating to the Group's employees. Claims reserves are calculated based on a combination of reported claims and incurred but not reported claims. Calculations are performed on a quarterly basis to assess the adequacy of the reserves based on open claims and historical data for incurred but not reported claims. Actuarial calculations are based on several assumptions. All in all, this implies that the total claims reserves, which amount to MSEK 328 (365 and 306), are subject to critical estimates and assessments. Further information is provided in Note 29.
The impact on the Group's financial position of ongoing disputes and the valuation of contingent liabilities
Over the years, the Group has made a number of acquisitions in different countries. As a result of such acquisitions, certain contingent liabilities of the acquired businesses have been assumed. Companies within the Group are also involved in a number of other legal proceedings and tax audits arising from ordinary operating activities. Further information is provided in Note 34.
Hammond Services in the state of Idaho. The customer contracts refer to customers based in Idaho and Montana. Loomis also assumes responsibility for fifteen employees. This acquisition will increase annual sales by approximately MUSD 0.8. The acquired operations are consolidated in Loomis as from January 2010, and will be integrated into Loomis' subsidiary in the United States.
On March 1, 2010 Michel Tresch was appointed new General Manager for Loomis France. The previous Country President, Christian Lerognon, has left his position taking effect immediately. This change is a part of a process designed to ensure that Loomis France has a more efficient organization. Georges Lópes Periago, who is country manager for Loomis' Spanish subsidiary, has been appointed interim Country President for Loomis France.
Not 6 Financial risk management
Financial risk management
Loomis is exposed to risk associated with financial instruments, such as liquid funds, accounts receivable, accounts payable and loans. The risks related to these instruments are, primarily, the following:
- Price risks associated with changes in raw material prices
- Interest rate risks associated with liquid funds and loans
- Exchange rate risks associated with operating income
- Financing risks relating to the Company's capital requirements
- Liquidity risks associated with short-term solvency
- Credit risks attributable to financial and commercial activities
- Capital risks attributable to the capital structure
Loomis' financial risk management is coordinated centrally by Loomis AB Treasury. By concentrating the risk management as well as internal and external financing, economies of scale can be used to obtain the best possible interest rate for both investments and borrowings, currency fluctuations, and management of fixed interest rate lending.
The aim of Loomis AB Treasury is to support the operating activities, optimizing the level of the financial risks, manage the net debt effectively and ensure compliance with the terms of loan agreements.
The financial policy, established by the Board of Directors, comprises a framework for the overall risk management. As a complement to the financial policy, the CEO of Loomis establishes instructions for Loomis AB Treasury, which more specifically govern the manner in which the financial risks to which Loomis is exposed are to be managed and controlled. This instruction handles the principles and limits regarding foreign exchange risks, interest rate risks, credit risks, use of derivative instruments and investment of excess liquidity. Derivative instruments are not used for speculative purposes, but only to minimize the financial risks.
Financial risk factors
Price risk
The Group is exposed to price risks related to the purchase of certain raw materials (mainly diesel). The Group limits these risks through customer contracts containing fuel rates or annual general price adjustments.
Interest rate risk
Interest rate risk is the risk that Loomis' net income will be affected by changes in market interest rates. Subsidiaries of Loomis generally hedge their exposure to these risks by lending from Loomis AB Treasury on one-year terms or shorter, when permitted. The interest rates on the external loans are flexible, but the Group's directive is that at least 25 percent of the loans in the respective currencies should have fixed interest rates. This is achieved through entering into interest rate swaps, where Loomis pays fixed and receives variable interest rates. In the beginning of 2009, Loomis entered into interest rate swaps in EUR, GBP, USD and SEK, which are reported as cash flow hedges. As of December 31, 2009, a permanent interest rate change of +/– 1 percent would have an annual effect on net income after tax of MSEK 8 (22 and 15). Loomis' borrowings amounted to MSEK 2,335 (3,059 and 3,403). The average net debt interest rate for the year was 5.2 percent (5.4 and 6.6).
Exchange rate risk
Translation risk
Translation risk is the risk that the SEK value of shareholders' equity in foreign currency will fluctuate due to changes in foreign exchange rates. As a large number of subsidiaries operate abroad, the Group's balance sheet and statement of income are affected by the translation of foreign currencies to SEK. This exposure gives
rise to a translation risk and, consequently, unfavourable changes in exchange rates could have a negative impact on the Group's foreign net assets when translated into SEK. Loomis' capital employed as per December 31, 2009 was MSEK 5,028 (5,351 and 3,855). If SEK was to increase/decrease by 5% in value in comparison to USD, with all other variables held constant, Loomis shareholders' equity would have been affected by MSEK 77 (85 and 69).
The corresponding figures for GBP and EUR would be MSEK 23 (26 and 17) and MSEK 47 (51 and 62), respectively.
Transaction risk
As the majority of Loomis subsidiaries are active outside of Sweden, there are certain risks related to financial transactions in different currencies. This risk is limited by generating both costs and revenue in local currency on each respective market. This is also the case for loans taken in foreign currencies where the risk of adverse fluctuations in interest payments on the basis of currency fluctuations is limited by income in the same currencies. As the operations of Loomis are local in nature the transaction risk is not considered material.
Loomis has a policy to hedge transaction risks on larger payments, such as dividends and insurance premiums, etc. This is done by employing forward exchange agreements.
Financing risk
Financing risk is the risk of not being able to discharge short-term payment obligations, or of these becoming more expensive. By keeping an even profile as regards due dates on loans, financing risk can be minimized. The Group's policy is to maintain a maximum of 25 percent of the total Group amount of external loans and credit obligations due within 12 months at all times.
The Loomis Finance Policy also states that all banking engagements should be with banks having a short term credit rating of at least A-1 (by Standard & Poor or similar rating institutes). All longterm financing and most of the short-term funding during 2009 has been provided through Loomis AB Treasury.
Loomis' loan facility at year-end amounted to MSEK 3,204 expressed in SEK and had a duration of 2 years. The loan facility is nominated in the currencies USD, EUR and SEK. MSEK 220 was amortized at the end of 2009 and an additional MSEK 220 will be amortized at the end of 2010. The terms of the loan facility include financial covenants. The most important condition in the loan facility relates to the Group's net debt in relation to its earnings before interest, taxes, depreciation, amortization and impairment (EBITDA). For the full year of 2009 Loomis has met the covenant terms by a good margin. At year-end, Loomis had borrowing in USD, GBP, EUR and SEK distributed in as follows:
| December 31, 2009 | |
|---|---|
| Currency | Amount utilized (MLOC) |
| SEK | 362 |
| USD | 150 |
| GBP | 20 |
| EUR | 60 |
The total loan facility amounted to MSEK 3,204.
Note 6 Financial risk management, cont.
The table below shows the credit limit and utilized amount for the largest counterparties on the closing day regarding financing activities.
The table below shows the credit limit and utilized amount for the largest counterparties on the closing day regarding operating activities.
| December 31, 2009 | ||||
|---|---|---|---|---|
| Rating | Utilized | |||
| (Standard & | Credit limit | amount | ||
| Counterparty | Poor's) | Currency | (MLOC) | (MLOC) |
| Danske Bank | A-1+ | EUR | 23 | 20 |
| SEK | 473 | 198 | ||
| USD | 50 | 50 | ||
| Nordea | A-1+ | EUR | 23 | 20 |
| SEK | 473 | 198 | ||
| USD | 50 | 50 | ||
| SEB | A-1 | EUR | 23 | 20 |
| SEK | 473 | 198 | ||
| USD | 50 | 50 |
| December 31, 2009 | ||||
|---|---|---|---|---|
| Rating | Utilized | |||
| (Standard & | Credit limit | amount | ||
| Counterparty | Poor's) | Currency | (MLOC) | (MLOC) |
| Fokus Bank1) | A-1+ | NOK | 200 | 148 |
| Nordea1) | A-1+ | SEK | 575 | 0 |
| Swedbank1) | A-1 | SEK | 325 | 0 |
| Sampo1) | A-1+ | EUR | 1 | 1 |
| Bank Austria1) | A-1 | EUR | 4 | 2 |
1) Loan financing in the form of overdraft facilities used to finance certain parts of the CMS operations. These overdraft facilities are reported net against stocks of money.
Liquidity risk
The liquidity risk in Loomis is managed by maintaining sufficient liquidity reserves (cash and bank balances, short-term investments and the unutilized portion of confirmed loan facilities) corresponding to a minimum of 5 percent of the Group's annual revenues. Subsidiaries create weekly cash flow forecasts which are subsequently aggregated. Follow up and monitoring is undertaken by Loomis AB Treasury. Loomis held liquidity reserves well above the minimum limit of 5 percent at the beginning of 2010, and these reserves are
expected to remain satisfactory during all of 2010. In accordance with the Finance Policy, investments of liquid funds consist primarily of deposits in banks with a short-term credit rating of at least A-1 according to Standard and Poor's or similar rating institutes. The funds managed by Loomis represent excess liquidity. The objective of the management is to ensure that Loomis has adequate liquid funds.
The table below shows how the Group's capital employed is distributed by currency (nominated in MSEK) and its financing, as of December 31, 2009.
| Total | |||||||
|---|---|---|---|---|---|---|---|
| MSEK | EUR | GBP | USD2) | Other currencies |
foreign currencies |
SEK | Total |
| Capital employed | 1,639 | 710 | 2,629 | 112 | 5,090 | –62 | 5,028 |
| Net debt | –693 | –241 | –1,094 | –103 | –2,131 | 232 | –1,899 |
| Net exposure | 946 | 469 | 1,535 | 9 | 2,959 | 170 | 3,129 |
The table below shows the manner in which the Group's capital employed is distributed by currency (nominated in MSEK) and its financing, as of December 31, 2008:
| Total | |||||||
|---|---|---|---|---|---|---|---|
| Other | foreign | ||||||
| MSEK | EUR | GBP | USD2) | currencies | currencies | SEK | Total |
| Capital employed | 1,684 | 682 | 2,852 | 107 | 5,325 | 26 | 5,351 |
| Net debt | –674 | –167 | –1,156 | –87 | –2,084 | –292 | –2,375 |
| Net exposure | 1,010 | 515 | 1,696 | 20 | 3,241 | –266 | 2,976 |
The table below shows the manner in which the Group's capital employed is distributed by currency (nominated in MSEK) and its financing, as of December 31, 2007:
| Total | |||||||
|---|---|---|---|---|---|---|---|
| Other | foreign | ||||||
| MSEK | EUR | GBP | USD2) | currencies | currencies | SEK | Total |
| Capital employed | 1,764 | 474 | 2,313 | 123 | 4,674 | –819 | 3,855 |
| Net debt | –524 | –135 | –925 | –98 | –1,682 | –668 | –2,350 |
| Net exposure | 1,239 | 340 | 1,389 | 25 | 2,992 | –1,488 | 1,505 |
2) Loomis applies rules making it possible to treat long-term internal loans as investments in its subsidiaries, which affects the net debt in USD with 160 million (equivalent to MSEK 1,139 (1,238, 1,024)).
Credit Risk
Credit risk is divided into credit risk in accounts receivable and financial credit risk.
Credit risks in accounts receivable
The value of the outstanding accounts receivable was MSEK 1,336 (1,490 and 1,425). Any reservations for losses are made following individual assessment and totalled MSEK 35 (53 and 34) on December 31, 2009. Accounts receivable do not include any significant concentrations of credit risks. The Group's lending policy includes rules designed to ensure that customer credit management includes credit assessment, credit limits, decision levels and management of doubtful receivables to ensure that sales are made to customers with an appropriate creditworthiness. Further information about doubtful receivables can be found in Note 22.
Financial credit risk
The Group has policies in place limiting the amount of credit exposure to any one financial institution or other counterparty. To limit credit risks, transactions take place primarily with financial institutions with a high official credit rating.
Capital risk
The goal of the Group's capital structure is to continue to generate high yields to shareholders, benefits for other interested parties and to maintain an optimal capital structure in order to keep the cost of
Note 6 Financial risk management, cont.
capital at a minimum. The capital structure can be adjusted according to the needs arising through changes in dividends to shareholders, the repayment of capital to shareholders, new share issues, or by selling off assets to decrease liabilities. Evaluations regarding capital are made based on relevant key figures, such as the proportions of net debt and shareholders' equity.
Fair value of assets and liabilities
There is no difference between the book values and estimated fair values of assets and liabilities in Loomis' balance sheet.
The table below presents an analysis of the Group's financial liabilities and net-settled derivative instruments comprising financial liabilities specified according to the time remaining from balance sheet date to the contractual maturity date. The amounts stated in the table are the contractual undiscounted cash flows.
| Less than | Between | More than | |
|---|---|---|---|
| MSEK | 1 year | 1 and 5 years | 5 years |
| December 31, 2009 | |||
| External Bank loans | 823 | 1,430 | – |
| Accounts payable – trade and other liabilities |
1,558 | 50 | 2 |
| (of which derivatives) | (13) | – | – |
| 2,381 | 1,480 | 2 | |
| December 31, 2008 | |||
| External Bank loans | – | 2,953 | – |
| Accounts payable – trade | |||
| and other liabilities | 1,681 | 64 | 8 |
| 1,681 | 3,017 | 8 | |
| December 31, 2007 | |||
| Internal loans, Securitas | 3,254 | – | – |
| Accounts payable – trade | |||
| and other liabilities | 1,953 | 101 | 12 |
| 5,206 | 101 | 12 |
Financial instruments
Financial derivative instruments, such as forward exchange agreements and interest rate swaps, are aimed at minimizing the financial risks to which Loomis is exposed. These types of instruments are never used for speculation purposes. For accounting purposes, financial instruments are classified based on the categories of valuation stipulated in IAS 39. The table below shows Loomis' financial assets and liabilities, categories of valuation and book value, along with the fair value for each item. During 2010, Loomis will continue to utilize derivative instruments to limit exposure to the financial risks mentioned in this Note.
Financial Instruments; reported values by category of valuation:
| December 31, 2009 | |
|---|---|
| ------------------- | -- |
| IAS 39 | |||
|---|---|---|---|
| MSEK | Category | Book value Fair value | |
| Financial assets | |||
| Interest-bearing financial | |||
| fixed assets | 1 | 46 | 46 |
| Accounts receivable | 1 | 1,336 | 1,336 |
| Interest-bearing financial | |||
| current assets | 2,4 | 3 | 3 |
| Liquid funds | 1 | 387 | 387 |
| Financial liabilities | |||
| Current loans payable | 2,3,4 | 855 | 855 |
| Long-term loans payable | 3 | 1,480 | 1,480 |
| Accounts payable | 3 | 307 | 307 |
Categories
1: Loans receivable and other receivables, including accounts receivable
2: Financial assets valued at fair value via statement of income
3: Other financial liabilities 4: Available-for-sale assets and liabilities The average yield on financial current assets during 2009 was 0.7 percent.
Loomis' financial instruments are valued in accordance with the following levels:
- Unadjusted listed prices on active markets for identical assets or liabilities (level1).
- Observed data for the asset or liability other than the listed prices included in level 1, either directly in accordance with listed prices or indirectly derived from listed prices (level 2).
- Data for the asset or liability that are not based on observable market data (level 3).
| MSEK | Level 1 | Level 2 | Level 3 | Total |
|---|---|---|---|---|
| Financial assets | ||||
| Other financial assets at fair value via profit or loss |
||||
| – Derivative instruments held for trading |
– | 3 | – | 3 |
| Available-for-sale financial assets | ||||
| – Derivative instruments used | ||||
| for hedging | – | 0 | – | 0 |
| Total assets | – | 3 | – | 3 |
| Financial liabilities | ||||
| Financial liabilities valued at fair | ||||
| value via profit or loss | ||||
| – Derivative instruments held for trading |
||||
| Available-for-sale financial liabilities | – | 5 | – | 5 |
| – Derivative instruments used for hedging |
– | 8 | – | 8 |
| Total liabilities | – | 13 | – | 13 |
Note 7 Transactions with related parties
During the year, Loomis has mapped its existing relations with related parties and transactions with such related parties as defined in IAS 24, Related party disclosures. Related parties are considered to include members of the Parent Company's Board of Directors, Group executive management and family members of these individuals. Related parties are also companies in which a significant portion of the votes are directly or indirectly controlled by these individuals, or companies in which these individuals can exercise a significant influence. Up until the separation from Securitas AB on December 9, 2008, all companies within the Securitas Group were regarded to comprise related parties.
Transactions with related parties refer to administrative contributions and other revenue from subsidiaries, dividends from subsidiaries, interest income and interest expenses to and from subsidiaries, as well as receivables from and payables to subsidiaries.
Further information on transactions with other companies within the Securitas Group, up until the separation on December 9, 2008, can be found in past annual reports.
For information on the Parent Company's transactions with related parties refer to Note 38. For information on personnel costs in the Group refer to Note 11.
Note 8 Segment Reporting
The most senior executive decision maker within Loomis has been identified as the CEO. It is the CEO who is responsible for the allocation of resources and the final assessment of the operating segments' income. Below CEO level, there are two functions following up the results, as well as following up the development of assets and liabilities regarding the operating segments of Loomis, Europe and the USA. The outcome from this assessment is, then, reported to the CEO. 'Other' consists of the head office and the Parent Company, the risk management function and other functions managed at Group level and related to the Group as a whole. The results of these operations are included in the column 'Other'.
No sales take place between segments. The internal income and follow-up of the financial position is reported in accordance with the same accounting principles as applied in Loomis' external reporting.
Assessment of the income of the operating segments is based on operating income before amortization and items affecting comparability, according to the manner in which Loomis reports its consolidated statement of income. This assessment does not account for amortization, acquisition-related restructuring costs and items affecting comparability. Interest income and interest expenses are not allocated amongst the segments, but are transferred to 'Other' as these items are affected by measures taken by the Company's Treasury. The same applies to taxes and tax-related items, as these are handled by a group-wide function.
The operating segments' assets and liabilities are allocated according to the segment's activities and the physical location of the assets and liabilities. Shares (classified as financial assets which can be sold or financial assets assessed at fair value via the statement of income) held by the Group are not considered to comprise segment assets, but are, rather, attributable to Treasury, and have, therefore been included in 'Other' in the table below. The Group's interest-bearing liabilities are not considered to be segment liabilities, but are, rather, attributable to Treasury and have, therefore, been included in 'Other' in the table below.
Segment information for the financial years 2009, 2008 and 2007, which is delivered to the executive managers for Europe and the USA, concerning those segments for which information is to be provided, can be found in the table below. This table also includes disclosures regarding selected income measures, as well as regarding assets and liabilities for the segments.
The distribution of revenue is based on the customer's country of residence. Revenue from external customers in Sweden amounts to MSEK 759 (781 and 765), in the USA to MSEK 4,372 (3,938 and 3,732), and total revenue from external customers in other countries amounts to MSEK 6,858 (6,539 and 6,900).
Total fixed assets, apart from financial instruments and deferred tax assets (there are no assets in relation to the benefits arising in conjunction with terminated employment or rights conveyed by an insurance contract), which are located in Sweden, amount to MSEK 207 (235 and 284), in the USA to MSEK 864 (860 and 640), and the total for the fixed assets located in other countries amounts to MSEK 1,807 (1,872 and 1,595).
No single customer represents more than 5 percent of the turnover.
Note 8 Segment Reporting, cont.
| MSEK | Europe | USA | Other | Eliminations | Total | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2009 | 2008 | 2007 | 2009 | 2008 | 2007 | 2009 | 2008 | 2007 | 2009 | 2008 | 2007 | 2009 | 2008 | 2007 | |
| Sales, continuing operations | 7,570 | 7,003 | 7,400 | 4,364 | 3,895 | 3,707 | – | – | – | – | – | – | 11,934 10,899 | 11,107 | |
| Sales, acquired business | 47 | 317 | 265 | 8 | 43 | 25 | – | – | – | – | – | – | 55 | 360 | 290 |
| Total sales | 7,618 | 7,320 | 7,665 | 4,372 | 3,938 | 3,732 | – | – | – | – | – | – | 11,989 | 11,258 | 11,397 |
| Production expenses | –5,992 –5,744 –6,092 –3,386 –3,056 –2,857 | 4 | 1 | 1 | – | – | – –9,374 –8,800 –8,948 | ||||||||
| Gross income | 1,626 | 1,576 | 1,573 | 986 | 882 | 875 | 4 | 1 | 1 | – | – | – | 2,615 | 2,459 | 2,449 |
| Selling and administrative | |||||||||||||||
| expenses | –935 | –932 | –1,111 | –735 | –685 | –658 | –108 | –94 | –421 | – | – | – –1,778 | –1,711 –2,190 | ||
| Operating income before amortization and items |
|||||||||||||||
| affecting comparability | 691 | 644 | 462 | 251 | 197 | 217 | –104 | –93 | –420 | – | – | – | 837 | 748 | 259 |
| Amortization of acquisition | |||||||||||||||
| related intangible assets | –8 | –7 | –5 | –9 | –8 | –13 | – | – | – | – | – | – | –17 | –15 | –18 |
| Acquisition-related restructuring costs |
– | – | –37 | – | – | – | – | – | – | – | – | – | – | – | –37 |
| Items affecting comparability | – | – | –614 | – | – | –26 | – | – | – | – | – | – | – | – | –640 |
| Operating income after | |||||||||||||||
| amortization | 683 | 637 | –194 | 242 | 189 | 178 | –104 | –93 | –420 | – | – | – | 821 | 733 | –437 |
| Net financial income/- | |||||||||||||||
| expenses | – | – | – | – | – | – | –115 | –164 | –128 | – | – | – | –115 | –164 | –128 |
| Income before taxes | 683 | 637 | –194 | 242 | 189 | 178 | –219 | –257 | –548 | – | – | – | 706 | 569 | –565 |
| Income tax | – | – | – | – | – | – | –206 | –145 | –316 | – | – | – | –206 | –145 | –316 |
| Net income for the year | 683 | 637 | –194 | 242 | 189 | 178 | –425 | –402 | –864 | – | – | – | 500 | 424 | –881 |
| Segment assets | |||||||||||||||
| Goodwill | 979 | 1,036 | 911 | 1,893 | 2,058 | 1,703 | –112 | –130 | –81 | – | – | – | 2,760 | 2,964 | 2,533 |
| Other intangible assets | 93 | 97 | 87 | 9 | 18 | 18 | 4 | 12 | 10 | – | – | – | 106 | 127 | 115 |
| Fixed assets | 1,999 | 2,091 | 1,858 | 864 | 860 | 640 | 15 | 16 | 21 | – | – | – | 2,878 | 2,967 | 2,519 |
| Accounts receivable | 1,061 | 1,155 | 1,169 | 287 | 345 | 275 | – | 0 | 1 | –13 | –10 | –20 | 1,336 | 1,490 | 1,425 |
| Other segment assets | 225 | 259 | 230 | 72 | 83 | 186 | 388 | 458 | 27 | –428 | –496 | –132 | 257 | 304 | 311 |
| Undistributed assets | |||||||||||||||
| Deferred tax | – | – | – | – | – | – | 316 | 268 | 243 | – | – | – | 316 | 268 | 243 |
| Current tax assets Available-for-sale financial |
– | – | – | – | – | – | 66 | 109 | 161 | – | – | – | 66 | 109 | 161 |
| assets | – | – | – | – | – | – | 46 | 60 | 152 | – | – | – | 46 | 60 | 152 |
| Other financial assets valued | |||||||||||||||
| at fair value via statement of | |||||||||||||||
| income | – | – | – | – | – | – | 389 | 624 | 901 | – | – | – | 389 | 624 | 901 |
| Derivative instruments Total assets |
– 4,357 |
– 4,638 |
– 4,255 |
– 3,125 |
– 3,364 |
– 2,822 |
– 1,112 |
– 1,417 |
– 1,435 |
– –441 |
– –506 |
– –152 |
– 8,153 |
– 8,913 |
– 8,360 |
| Segment liabilities | |||||||||||||||
| Accounts payable | 209 | 319 | 354 | 106 | 149 | 131 | 5 | 4 | 23 | –13 | –10 | –20 | 307 | 462 | 488 |
| Accrued expenses and | |||||||||||||||
| deferred income | 723 | 706 | 716 | 158 | 141 | 155 | 33 | 19 | 52 | – | – | – | 914 | 866 | 923 |
| Other current liabilities | 298 | 327 | 335 | 402 | 475 | 19 | 83 | 100 | 851 | –428 | –496 | –132 | 355 | 406 | 1,073 |
| Undistributed liabilities | |||||||||||||||
| Current loans payable | – | – | – | – | – | – | 855 | 2,987 | 3,290 | – | – | – | 855 | 2,987 | 3,291 |
| Long-term loans payable | – | – | – | – | – | – | 1,480 | 72 | 113 | – | – | – | 1,480 | 72 | 113 |
| Deferred tax liabilities | – | – | – | – | – | – | 223 | 182 | 74 | – | – | – | 223 | 182 | 74 |
| Current tax | – | – | – | – | – | – | 171 | 209 | 129 | – | – | – | 171 | 209 | 129 |
| Provisions for claims | |||||||||||||||
| reserves | – | – | – | – | – | – | 328 | 365 | 306 | – | – | – | 328 | 365 | 306 |
| Provision for pensions | – | – | – | – | – | – | 264 | 262 | 319 | – | – | – | 264 | 262 | 319 |
| Other provisions and long-term liabilities |
– | – | – | – | – | – | 127 | 126 | 140 | – | – | – | 127 | 126 | 140 |
| Shareholders' equity | – | – | – | – | – | – | 3,129 | 2,976 | 1,505 | – | – | – | 3,129 | 2,976 | 1,505 |
| Total liabilities and | |||||||||||||||
| shareholders' equity | 1,230 | 1,352 | 1,405 | 666 | 765 | 305 | 6,698 | 7,302 | 6,802 | –441 | –506 | –152 | 8,153 | 8,913 | 8,360 |
| Other information Investments, net |
537 | 612 | 556 | 266 | 216 | 180 | 0 | 1 | 1 | – | – | – | 803 | 829 | 737 |
| Depreciation and | |||||||||||||||
| Amortization | 564 | 533 | 554 | 201 | 153 | 134 | 4 | 4 | 2 | – | – | – | 769 | 690 | 690 |
Note 9 Allocation of revenue
Revenue
The Group's revenue is generated from a range of Cash Handling Services. These include Cash in Transit, Cash Management Services Technical Services (ATM Management Services etc.). Revenue from Cash Handling Services is reported in the period in which it is earned, as the service is reported linearly over the contract period.
Financial income and expenses
Interest income and borrowing costs are reported in the statement of income to which they refer.
Financial income and expenses are specified in Note 13.
Note 10 Operating expenses
Distribution of operating expenses by type
| MSEK | Note | 2009 | 2008 | 2007 |
|---|---|---|---|---|
| Personnel costs | 11 | 7,236 | 6,571 | 6,827 |
| Risk, claims and insurance expenses | 448 | 423 | 527 | |
| Vehicle expenses | 1,171 | 1,242 | 1,129 | |
| Costs of premises | 578 | 488 | 509 | |
| Costs of technical equipment | 300 | 195 | 242 | |
| Investigation costs, LCM | – | – | 209 | |
| Items affecting comparability | – | – | 640 | |
| Other expenses | 1,435 | 1,606 | 1,751 | |
| Total expenses by type | 11,169 | 10,525 | 11,833 |
Costs of employee benefits
| MSEK | Note | 2009 | 2008 | 2007 |
|---|---|---|---|---|
| Salaries and bonuses | 11 | 5,641 | 5,140 | 5,351 |
| Social security contributions | 11 | 1,492 | 1,323 | 1,343 |
| Pension costs – defined benefit plans | 11, 30 | 41 | 43 | 37 |
| Pension costs – defined contribution plans | 11, 30 | 61 | 64 | 96 |
| Total costs of employee benefits | 7,236 | 6,571 | 6,827 |
Audit fees and reimbursements
| MSEK | 2009 | 2008 | 2007 |
|---|---|---|---|
| PricewaterhouseCoopers | |||
| – Audit assignments | 12 | 12 | 13 |
| – Other assignments | 7 | 5 | 7 |
| Total PricewaterhouseCoopers | 19 | 17 | 20 |
| Other auditors | |||
| – Audit assignments | – | – | 0 |
| – Other assignments | 0 | 0 | 60 |
| Total, other auditors | 0 | 0 | 60 |
Audit assignments include the audit of the annual report, interim reports and accounting records, and administration of the Board of Directors and the President. Also included are consulting services
provided in conjunction with observations from the audit. All other assignments are classified as other assignments.
Operational leases and rental agreements
Lease expenses relating to operational lease agreements for buildings, vehicles and machinery and equipment during the year
amounted to MSEK 312 (329 and 267). The nominal value of contractual future minimum leasing fees is distributed as follows:
| MSEK | 2009 | 2008 | 2007 |
|---|---|---|---|
| Maturity < 1 year | 278 | 283 | 240 |
| Maturity 1–5 years | 647 | 632 | 567 |
| Maturity > 5 years | 391 | 413 | 426 |
| Total | 1,315 | 1,327 | 1,233 |
Operational lease agreements refer primarily to buildings and office premises. The cost for these was MSEK 264, out of a total cost of
MSEK 312 during 2009. The corresponding cost in 2008 amounted to MSEK 282 and in 2007 to MSEK 238.
Note 10 Operating expenses, cont.
Financial leases and rental contracts
Paid leasing fees during the year regarding financial lease agreements for buildings, vehicles and machinery and equipment amounted to MSEK 39 (57 and 60). The statement of income has been
charged with MSEK 4 (8 and 9) for interest expenses attributable to financial leases. The nominal value of contractual future minimum leasing fees is distributed as follows:
| MSEK | 2009 | 2008 | 2007 |
|---|---|---|---|
| Maturity < 1 year | 18 | 39 | 57 |
| Maturity 1–5 years | 48 | 57 | 80 |
| Maturity > 5 years | 2 | 10 | 12 |
| Total | 69 | 106 | 149 |
Financial leasing agreements refer primarily to buildings, vehicles (primarily vehicles used for cash transport), and technical equipment. Costs for these three categories amounted to MSEK 35, of total costs of MSEK 39. The corresponding costs for 2008 amounted to MSEK 53 and in 2007 to MSEK 57. For further information on financial leasing, see Notes 19 and 28. Exchange rate differences included in operating income are immaterial. Exchange rate differences in net financial income/expenses are reported in Note 13.
Items affecting comparability
In the table to the right, items affecting comparability are reported within each functional category. No items affecting comparability were reported in 2008 and 2009. Items affecting comparability for 2007 amounted to a total of MSEK 640. The above production costs for 2007 include amortization for NCS declarations in LCM amounting to MSEK –375, income from the sale of assets and liabilities in LCM totalling MSEK –55, as well as overtime compensation in Spain, amounting to MSEK –59.
The above selling and administration expenses for 2007 include income from the sale of assets and liabilities in LCM at MSEK –105, as well as the costs incurred for the change of trademark of MSEK –46.
| MSEK | 2007 |
|---|---|
| Sales, continuing operations | 11,107 |
| Sales, acquired business | 290 |
| Total Sales | 11,397 |
| Production expenses | –9,438 |
| Gross income | 1,959 |
| Selling and administrative expenses | –2,341 |
| Amortization of acquisition-related intangible assets | –18 |
| Acquisition-related restructuring costs | –37 |
| Operating income | –437 |
| Financial income | 50 |
| Financial expenses | –178 |
| Income before taxes | –565 |
| Income taxes | –316 |
| Net income for the year | –881 |
Note 11 Personnel
Average number of full time equivalent employees: distributed by gender
| Women | Men | Total | ||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| 2009 | 2008 | 2007 | 2009 | 2008 | 2007 | 2009 | 2008 | 2007 | ||
| Europe | 3,870 | 4,161 | 4,702 | 7,258 | 7,489 | 8,270 | 11,128 | 11,650 | 12,972 | |
| USA | 1,692 | 1,851 | 1,647 | 5,358 | 5,860 | 5,510 | 7,050 | 7,711 | 7,157 | |
| Total | 5,562 | 6,012 | 6,349 | 12,616 | 13,349 | 13,780 | 18,178 | 19,361 | 20,129 |
In 2009, the number of Board Members and Presidents was 37 (33 and 33), of which 2 (0 and 1) were women.
Personnel costs: Board of Directors and Presidents
| 2008 2009 |
2007 | (of which bonuses) | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Social | Social | Social | ||||||||||
| security | security | security | ||||||||||
| contribu | (of which | contribu | (of which | contribu | (of which | |||||||
| MSEK | Salaries | tions | pensions) | Salaries | tions | pensions) | Salaries | tions | pensions) | 2009 | 2008 | 2007 |
| Europe | 30 | 8 | (3) | 23 | 8 | (2) | 35 | 17 | (6) | (8) | (3) | (5) |
| USA | 13 | 0 | (0) | 3 | 0 | (0) | 2 | 0 | (0) | (5) | (0) | (0) |
| Total | 43 | 8 | (3) | 26 | 8 | (2) | 38 | 17 | (6) | (13) | (3) | (5) |
Also see Note 41 regarding the Parent Company.
Note 11 Personnel, cont.
Personnel costs: Other employees
| 2009 | 2008 | 2007 | ||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Social | Social | Social | ||||||||
| security | security | security | ||||||||
| contribu | (of which | contribu | (of which | contribu | (of which | |||||
| MSEK | Salaries | tions | pensions) | Salaries | tions | pensions) | Salaries | tions | pensions) | |
| Europe | 3,412 | 1,120 | (79) | 3,255 | 1,071 | (90) | 3,388 | 1,090 | (112) | |
| USA | 2,186 | 467 | (20) | 1,859 | 353 | (15) | 1,926 | 368 | (14) | |
| Total | 5,598 | 1,587 | (99) | 5,114 | 1,423 | (105) | 5,314 | 1,459 | (126) |
Total personnel costs: Board of Directors, President, and other employees
| 2009 | 2008 | 2007 | |||||||
|---|---|---|---|---|---|---|---|---|---|
| Social | Social | Social | |||||||
| security | security | security | |||||||
| contribu | (of which | contribu | (of which | contribu | (of which | ||||
| MSEK | Salaries | tions | pensions) | Salaries | tions | pensions) | Salaries | tions | pensions) |
| Europe | 3,442 | 1,128 | (83) | 3,278 | 1,078 | (92) | 3,423 | 1,107 | (118) |
| USA | 2,200 | 467 | (20) | 1,862 | 353 | (15) | 1,928 | 368 | (14) |
| Total | 5,641 | 1,595 | (102) | 5,140 | 1,431 | (108) | 5,351 | 1,475 | (133) |
See Note 30 for further information on the Group's pensions and other long-term employee benefits.
President, Board of Directors, and senior executives
The fees to the Chairman and Members of the Board are resolved upon by the Annual General Meeting. Decisions regarding guidelines for salaries and remuneration to the President and other senior executives shall be resolved upon by the Annual General Meeting following a proposal by the Board of Directors.
General principles for remuneration to the Board of Directors
The fees to Loomis' current Board of Directors were resolved upon at the Annual General Meeting on April 21, 2009. Board members have been appointed for the period up to the 2010 Annual General Meeting, and the fees are applicable until this time. For information on the fees and the distribution among the Members of the Board, refer to the table on page 54. The President receives no Board fees.
General principles for remuneration to the President and the Group management
The remuneration paid to the President and other Group management comprises basic salary, variable remuneration, pension and insurance benefits, and company car.
The variable remuneration is based on outcomes in relation to income targets within the individual area of responsibility, to be determined individually for each executive. For the President, the variable remuneration is capped at 100 percent of the fixed salary. For the other members of the Group management, the variable remuneration is capped at between 100 and 130 percent of the fixed salary. For the country President in the USA, there is a separate long term agreement where the variable remuneration is based on the country´s Operating income before amortization (EBITA) for the financial year 2012. The maximum variable remuneration would amount to 130 percent of the fixed salary.
Loomis is required to provide the President with 12 months' notice of termination of employment. If employment is terminated by Loomis for reasons other than gross breach of contract by the President, the President shall be entitled to severance pay corresponding to 12 months' salary calculated from the end of the notice period. The President is required to provide Loomis with six months notice of termination of employment. The notice period for other members of the Group management varies between 3 and 18 months if employment is terminated by Loomis, and between 3 and 12 months if employment is terminated by the executive concerned.
All executives are entitled to severance pay if their employment is terminated by the Company. The amount of severance pay varies from three weeks' salary to (in one case), currently, 36 months', which might increase to a maximum of 42 months' salary depending on the number of years in service, in accordance with local laws. As a general rule, severance pay is not payable if employment is terminated by the employee, except when the termination of employment is due to gross breach of contract by Loomis. One member of the Group management has a "change of control" provision in the employment contract granting the right to terminate employment and receive at least two years severance pay in conjunction with certain changes in ownership.
During the notice period, the President is bound by a competition clause. However, this shall not apply in the event that termination is due to gross breach of contract by Loomis. Four other members of Group management are covered by a competition clause for one or two years, respectively, after termination of employment. In the case of termination of employment by the employee, himself or herself, compensation shall be paid, not in the form of severance pay, but shall correspond to the difference between the fixed monthly salary on termination of employment and the lower level of monthly income which is subsequently earned. This is, however, capped at 60 percent of the monthly salary effective on termination, and shall be paid only if the prohibition on competition is applicable and complied with.
The President is entitled to a choice of premium-based pension insurance solutions equivalent to 30 percent of the fixed salary. Other than the payment of premiums as stated, Loomis has no commitments to the President for pensions or pay during absence due to illness.
Two of the Swedish members of the Group management are entitled to pension benefits in accordance with the ITP plan, which also includes alternative ITP for that portion of pensionable salary exceeding 7.5 base amounts. One of these executives is also entitled to a defined contribution pension in which the premium shall amount to 15 percent of the pensionable fixed salary in excess of 20 base amounts. One other member of the Group has a defined-benefit pension providing a pension equal to 1/40 of the pensionable final salary. For executives in the USA, pension benefits are paid according to the pension plans of the American subsidiary, up to USD 10,000 per year.
The other members of the Group management have no entitlement to any pension solutions.
Note 11 Personnel, cont.
Ordinary remuneration for 2009:
| Basic salary/ | ||||||
|---|---|---|---|---|---|---|
| Remuneration to Board | Variable | Other | Pension | Other | ||
| SEK | of Directors | remuneration3) | benefits | costs | remuneration | Total |
| Alf Göransson, Chairman | 316,667 | – | – | – | – | 316,667 |
| Jacob Palmstierna, Board Member | 266,667 | – | – | – | – | 266,667 |
| Jan Svensson, Board Member | 216,667 | – | – | – | – | 216,667 |
| Ulrik Svensson, Board Member | 266,667 | – | – | – | – | 266,667 |
| Marie Ehrling, Board Member1) | 166,667 | – | – | – | – | 166,667 |
| Håkan Winberg, Board Member1) | 66,667 | – | – | – | – | 66,667 |
| Lars Blecko, President | 5,394,725 | 3,763,000 | 147,106 | 1,618,417 | – | 10,923,248 |
| Jarl Dahlfors, Vice President4) | 712,000 | 949,226 | 603,185 | 71,200 | – | 2,335,611 |
| Other senior executives, 6 in total2) 5) | 17,342,332 | 7,880,098 | 1,293,638 | 1,682,884 | – | 28,198,952 |
| Total | 24,749,059 | 12,592,324 | 2,043,929 | 3,372,501 | – | 42,757,813 |
1) Marie Ehrling was appointed new Board Member at the Annual General Meeting on April 21, 2009. At the same time, Håkan Winberg resigned from the Board.
2) Refers to Jarl Dahlfors (for the period of January 1 to October 31, 2009), Kenneth Högman, Christian Lerognon, Georges López Periago, Calvin Murri, and Ashley Bailey. For Calvin Murri, who is retiring as Country Presedent of the USA during 2009, remains an insurance premium of TUSD 2, which will be paid in July 2010.
3) Refers to variable remuneration and long-term bonus programs.
4) Jarl Dahlfors was appointed Executive Vice President on November 1, 2009. Remuneration up until November 1, 2009 is accounted for under "Other senior executives."
5) During 2009, the retiring Country President of the USA received severance pay of TSEK 4,368.
Ordinary remuneration for 2008:
| Basic salary/ | ||||||
|---|---|---|---|---|---|---|
| Remuneration to Board | Variable | Other | Pension | Other | ||
| SEK | of Directors | remuneration3) | benefits | costs | remuneration | Total |
| Jacob Palmstierna, Chairman | 400,000 | – | – | – | – | 400,000 |
| Alf Göransson, Board Member | – | – | – | – | – | – |
| Jan Svensson, Board Member | 200,000 | – | – | – | – | 200,000 |
| Ulrik Svensson, Board Member | 200,000 | – | – | – | – | 200,000 |
| Håkan Winberg, Board Member | 200,000 | – | – | – | – | 200,000 |
| Lars Blecko, President1) | 4,645,416 | – | 100,495 | 1,247,819 | – | 5,993,730 |
| Other senior executives, 6 in total2) | 14,388,565 | 2,329,463 | 1,521,732 | 1,905,557 | – | 20,145,317 |
| Total | 20,033,981 | 2,329,463 | 1,622,227 | 3,153,376 | – | 27,139,047 |
1) Lars Blecko assumed the position of President of Loomis on February 1, 2008.
2) Refers to Jarl Dahlfors, Kenneth Högman, Christian Lerognon, Georges López Periago, Calvin Murri and Ashley Bailey (employed in August 2007 and appointed Country President of the UK in February 2008). 3) Refers to variable remuneration and long-term bonus programs.
Ordinary remuneration for 2007:
| Basic salary/ | ||||||
|---|---|---|---|---|---|---|
| Remuneration to Board | Variable | Other | Pension | Other | ||
| SEK | of Directors | remuneration3) | benefits | costs | remuneration | Total |
| Jacob Palmstierna, Chairman | 400,000 | – | – | – | – | 400,000 |
| Alf Göransson, Board member | – | – | – | – | – | – |
| Jan Svensson, Board member | 200,000 | – | – | – | – | 200,000 |
| Ulrik Svensson, Board member | 200,000 | – | – | – | – | 200,000 |
| Håkan Winberg, Board member | – | – | – | – | – | – |
| Lars Blecko, President1) | – | – | – | – | – | – |
| Other senior executives, 6 in total2) | 9,904,751 | 6,433,585 | 1,078,021 | 1,238,689 | – | 18,655,046 |
| Total | 10,704,751 | 6,433,585 | 1,078,021 | 1,238,689 | – | 19,455,046 |
1) Lars Blecko was appointed President for Loomis on February 1, 2008. During the financial year 2007, the retiring President received salary and severance pay of MSEK 16.1.
2) Refers to Jarl Dahlfors, Kenneth Högman, Christian Lerognon, Georges López Periago, Calvin Murri, and Ashley Bailey (employed in August 2007 and appointed Country President of the UK in February 2008). 3) Refers to variable remuneration and long-term bonus programs.
For information on share and option holdings, other Board assignments, etc., please refer to the section on the Board and Group Management.
Subscription warrants
At an Extraordinary General Meeting held on February 16, 2009, a decision was made to implement a subscription warrant program for approximately 90 senior executives and key employees, through the issue and transfer of subscription warrants entitling subscription for a maximum of 2,555,000 new Class B shares in Loomis AB.
In February, 2,347,050 subscription warrants were issued. The rate of subscription of shares based on these warrants was set, in connection with their allotment, at SEK 72.50. The rate is based on a market valuation of the subscription warrant, including the rate of issue (SEK 8.50), and has been fixed by an independent valuation institution, applying a generally accepted model for valuation (Black & Scholes).
In December, 207,950 subscription warrants were issued. The rate for subscription to shares based on these warrants was set, in connection with their allotment, at SEK 72.50. The rate is based on a market valuation of the subscription warrant, including the rate of issue (SEK 14), and has been fixed by an independent valuation institution, applying a generally accepted model for valuation (Black & Scholes).
Subscription to shares on the basis of these warrants can be made during March 1–May 31, 2013.
| Outstanding warrants | |
|---|---|
| Opening balance as of January 1, 2009 | – |
| Issuing of warrants | 2,555,000 |
| Return of unused warrants | – |
| Maturity of unused warrants | – |
| Closing balance as of December 31, 2009 | 2,555,000 |
Note 12 Depreciation, amortization and impairment
| MSEK | 2009 | 2008 | 2007 |
|---|---|---|---|
| Acquisition-related intangible assets | 17 | 15 | 18 |
| Other intangible assets | 19 | 17 | 10 |
| Buildings | 18 | 17 | 24 |
| Machinery and equipment | 715 | 641 | 638 |
| (of which for machinery and equipment attributable to financial leasing) | (41) | (57) | (75) |
| Total amortization, depreciation and impairment | 769 | 690 | 691 |
Amortization, depreciation and impairment for the year are reported in the statement of income as follows:
| MSEK | 2009 | 2008 | 2007 |
|---|---|---|---|
| Production expenses | 649 | 585 | 592 |
| Selling and administrative expenses | 103 | 91 | 80 |
| Acquisition-related intangible assets | 17 | 15 | 18 |
| Total amortization, depreciation and impairment | 769 | 690 | 691 |
Goodwill impairment testing is reported in Note 15.
Note 13 Financial income and expenses, net
| MSEK | 2009 | 2008 | 2007 |
|---|---|---|---|
| Interest income | 4 | 35 | 50 |
| Exchange rate differences, net 1) | 10 | 0 | 0 |
| Other financial income | 1 | – | – |
| Financial income | 15 | 35 | 50 |
| Interest expenses | –125 | –186 | –175 |
| (of which interest expenses for financial leasing) | (–4) | (–7) | (–9) |
| Bank charges | –5 | –4 | –4 |
| Exchange rate differences, net 1) | – | –9 | – |
| Other financial expenses | – | –0 | –0 |
| Financial expenses | –130 | –199 | –178 |
| Financial income and expenses, net | –115 | –164 | –128 |
1) Exchange rate differences included in operating income are reported in Note 10.
Note 14 Income tax
Statement of income
Tax expenses
| MSEK | 2009 | % | 2008 | % | 2007 | % |
|---|---|---|---|---|---|---|
| Tax on income before taxes | ||||||
| – current taxes | –151 | –21.3 | –128 | –22.5 | –90 | –15.9 |
| – deferred taxes | –55 | –7.8 | –17 | –3.0 | –226 | –40.0 |
| Total tax expenses | –206 | –29.1 | –145 | –25.5 | –316 | –55.9 |
The Swedish corporate tax rate was 26.3 percent during 2009 and 28 percent during 2008 and 2007. The total tax rate on income before taxes amounted to –29.1 percent (–25.5 and –55.9, respectively). The difference in tax expenses is shown in the table below.
| MSEK | 2009 | % | 2008 | % | 2007 | % |
|---|---|---|---|---|---|---|
| Tax based on Swedish tax rates | –186 | –26.3 | –159 | –28.0 | 158 | 28.0 |
| Difference between tax rates in Sweden and weighted tax rates for foreign subsidiaries |
–31 | –4.4 | –37 | –6.5 | 24 | 4.2 |
| Non-deductible expenses/non-taxable income, net | 11 | 1.6 | 51 | 9.0 | –498 | –88.1 |
| Total tax expenses | –206 | –29.1 | –145 | –25.5 | –316 | –55.9 |
Non-deductible expenses/non-taxable income, net for 2008 consists mainly of a positive adjustment for LCM regarding taxes attributable to previous years and for 2007 mainly of non-deductible items related to LCM.
Note 14 Income tax, cont.
In 2009, there has been no major change in tax rates in the countries in which Loomis conducts the majority of its business, with the exception of Sweden, where the tax rate has been lowered from 28.0 percent to 26.3 percent.
The corporate tax rates in the countries in which Loomis has significant operations are as follows:
| Percent | 2009 | 2008 | 2007 |
|---|---|---|---|
| USA | 40 | 40 | 39 |
| Spain | 30 | 30 | 33 |
| France | 33 | 33 | 33 |
| Sweden | 26 | 28 | 28 |
| UK | 28 | 28 | 28 |
Balance sheet
Deferred tax assets and deferred tax liabilities were attributable to:
| Deferred tax assets, MSEK | Dec 31, 2009 | Dec 31, 2008 | Dec 31, 2007 |
|---|---|---|---|
| Machinery and equipment | 107 | 57 | 41 |
| Pension provisions and personnel related liabilities | 151 | 157 | 157 |
| Liability insurance related claims reserves | 41 | 36 | 24 |
| Provisions for restructuring | 7 | 5 | 5 |
| Loss carry forward | 6 | 25 | 2 |
| Other temporary differences | 32 | 27 | 37 |
| Total deferred tax assets | 344 | 308 | 266 |
| Netting | –28 | –40 | –23 |
| Net deferred tax assets | 316 | 268 | 243 |
| Deferred tax liabilities, MSEK | Dec 31, 2009 | Dec 31, 2008 | Dec 31, 2007 |
|---|---|---|---|
| Pension provisions and personnel related liabilities | 1 | 9 | – |
| Machinery and equipment | 121 | 107 | 70 |
| Other temporary differences | 112 | 86 | 8 |
| Intangible fixed assets | 17 | 20 | 19 |
| Total deferred income tax liabilities | 251 | 221 | 97 |
| Netting | –28 | –40 | –23 |
| Net deferred tax liabilities | 223 | 182 | 74 |
Deferred tax assets/tax liabilities, net 93 87 169
| Pension | Liability | ||||||||
|---|---|---|---|---|---|---|---|---|---|
| Change analysis | provisions | insurance | |||||||
| Machinery | and person | related | Provision | Intangible | Other | Total | Total | ||
| and | nel related | claims | for restruc | fixed | Loss carry | temporary | deferred | deferred | |
| MSEK | equipment | liabilities | reserves | turing | assets | forward | differences | tax | tax |
| Deferred tax assets | 2009 | 2008 | |||||||
| Opening balance | 57 | 157 | 36 | 5 | – | 25 | 27 | 308 | 266 |
| Change reported in statement of income | 48 | 22 | 8 | 2 | – | –20 | 5 | 65 | 52 |
| Change due to foreign currency effects | 1 | –8 | –3 | –0 | – | 1 | –2 | –12 | 19 |
| Change reported in shareholders' equity | – | –12 | – | – | – | – | 2 | –10 | –28 |
| Change due to acquisitions | – | –9 | – | – | – | – | – | –9 | – |
| Change due to disposals | – | – | – | – | – | – | – | – | – |
| Closing balance | 107 | 151 | 41 | 7 | 6 | 32 | 344 | 308 | |
| Change during the year | 50 | –7 | 5 | 2 | –19 | 5 | 36 | 42 | |
| Deferred tax liabilities | |||||||||
| Opening balance | 107 | 9 | – | – | 20 | – | 86 | 221 | 97 |
| Change reported in statement of income | 56 | –8 | – | – | –2 | – | 30 | 76 | 46 |
| Change due to foreign currency effects | –41 | 0 | – | – | –1 | – | –3 | –45 | 31 |
| Change reported in shareholders' equity | –0 | 0 | – | – | – | – | –1 | –2 | 47 |
| Change due to acquisitions | – | – | – | – | – | – | – | – | – |
| Change due to disposals | – | – | – | – | – | – | – | – | – |
| Closing balance | 121 | 1 | 17 | – | 112 | 251 | 221 | ||
| Change during the year | 14 | –8 | –4 | – | 26 | 29 | 124 |
Of deferred tax assets of MSEK 344, a total of MSEK 236 are expected to be realized within 12 months. Of deferred tax liabilities of MSEK 251, a total of MSEK 28 are expected to be realized within 12 months.
| Current tax assets/tax liabilities | Dec 31, 2009 | Dec 31, 2008 | Dec 31, 2007 |
|---|---|---|---|
| Current tax assets | 66 | 109 | 161 |
| Current tax liabilities | –171 | –209 | –129 |
| Current tax assets/tax liabilities, net | –105 | –101 | 31 |
Note 14 Income tax, cont.
Loss carry forward
Loomis' subsidiaries in the UK, Denmark, USA and Portugal had as of December 31, 2009, tax loss carry forwards amounting to MSEK 623. The total loss carry forward as at December 31, 2008, amounted to MSEK 1,068 and as at December 31, 2007 to MSEK 828. The main reason for the decrease in the total loss carry forwards in 2009, was that the Swedish Tax Agency denied a deduction of costs associated with the liquidation of LCM. This decision will be appealed. A potential negative outcome of the case will not have an effect on results, but will only have a cash-flow effect.
The Group has made the assessment that the loss carry forwards in the USA, Portugal and some of the loss carry forwards in the UK can be reclaimed as the earnings trend is positive and the carry forwards have, therefore, been capitalized in the balance sheet. Capitalized loss carry forwards total MSEK 6. Loss carry forwards for Denmark have not been included in the balance sheet. Loomis' loss carry forwards have no time limit. Certain loss carry forwards have not, to date, been established in the Companys' declarations.
Note 15 Acquisition and divestment of subsidiaries and impairment testing
Acquisitions made in 2009:
| Total impact on the Group's liquid funds | –9 | ||||||
|---|---|---|---|---|---|---|---|
| Deferred purchase price | – | ||||||
| Total acquisitions | –9 | – | –9 | – | –7 | –2 | –9 |
| Ponsec, Finland | –7 | – | –7 | – | –5 | –2 | –7 |
| Fenix, Slovakia | –2 | – | –2 | – | –2 | – | –2 |
| MSEK | Acquisition costs |
Acquired net debt |
Enterprise value |
Goodwill | related intan gible assets |
capital employed |
Total capital employed |
| Acquisition | Operating |
Fenix, Slovakia
Loomis has acquired the assets and liabilities of the cash handling company, Fenix. The purchase price amounted to MSEK 2 (MEUR 0.2). The acquired operations were included in Loomis as from May 1, 2009.
Acquisition of the operations in Fenix, Slovakia
Summary balance sheet as of acquisition date May 1, 2009.
| MSEK | Book value of acquisi tion balance |
Acquisition balance and Acquisition analysis |
Fair value acquisition balance |
|---|---|---|---|
| Other acquisition-related intangible assets |
– | 2 | 2 |
| Total capital employed | – | 2 | 2 |
| Net debt | – | – | – |
| Total acquired net assets | – | 2 | 2 |
| Purchase price | – | – | 2 |
| Total impact on The Group's liquid funds |
– | – | 2 |
The acquisition of operations in Fenix, Slovakia, included customer contracts in the company. The acquisition contributed approximately MSEK 2 to total revenue and MSEK 0 to net income for the year. If the company had been consolidated from January 1, 2009, the acquisition would have contributed approximately MSEK 4 to total sales and MSEK 0 to net income for the year.
Ponsec, Finland
Loomis has acquired assets from the Finnish cash handling company, Ponsec. The purchase price amounted to MSEK 7 (MEUR 0.7), of which MSEK 5 is attributable to the acquired contract portfolio. Through this acquisition, which includes safes and vaults in conjunction with customer contracts for cash deposits in 17 shopping centers in
Finland, Loomis intends to offer technically advanced security solutions to a greater extent, as a complement to cash transports. The acquired operations were consolidated in Loomis as of June 1, 2009.
Acquisition of the operations in Ponsec, Finland
Summary balance sheet as of acquisition date June 1, 2009.
| MSEK | Book value of acquisi tion balance |
Acquisition balance and Acquisition analysis |
Fair value acquisition balance |
|---|---|---|---|
| Operating fixed assets | – | 2 | 2 |
| Total operating capital employed Other acquisition-related intangible |
– | 2 | 2 |
| assets | – | 5 | 5 |
| Total capital employed | – | 7 | 7 |
| Net debt | – | – | – |
| Total acquired net assets | – | 7 | 7 |
| Purchase price | – | – | 7 |
| Total impact on The Group's liquid funds |
– | – | 7 |
The acquisition of operations in Ponsec, Finland, refers to the assets in the company. The acquisition contributed by approximately MSEK 2 to total revenue and MSEK 1 to net income for the year. If the company had been consolidated from January 1, 2009, this acquisition would have contributed approximately MSEK 3 to total sales and MSEK 1 to net income for the year.
Disposals
In December customer contracts and safes in Nebraska, USA, were sold. The consideration received was about MSEK 1. Total revenue during the year was some 5 MSEK and the contracts were lossmaking.
Note 15 Acquisition and divestment of subsidiaries and impairment testing, cont.
Impairment testing
For the purpose of impairment testing, assets are grouped at the lowest levels for which there are separately identifiable cash-flows (cash generating units); that is, by country. Goodwill as of December 31, 2009 is allocated to the cash-generating units as follows:
| Goodwill, MSEK | |||||
|---|---|---|---|---|---|
| Dec 31, | Dec 31, | Dec 31, | |||
| WACC, % | 2009 | 2008 | 2007 | ||
| Denmark | 7.8 (8.4, 8.4) | – | – | – | |
| Finland | 7.7 (8.2, 8.4) | – | – | – | |
| France | 7.7 (8.2, 8.4) | 380 | 405 | 350 | |
| UK | 7.9 (8.5, 9.0) | 168 | 163 | 187 | |
| Norway | 8.2 (8.5, 8.8) | – | – | – | |
| Portugal | 7.7 (8.2, 8.4) | 1 | 2 | 1 | |
| Switzerland | 7.1 (7.3, 7.3) | 4 | 4 | 3 | |
| Spain | 7.7 (8.2, 8.4) | 302 | 322 | 278 | |
| Sweden | 7.7 (8.1, 8.1) | 11 | 11 | 11 | |
| USA | 7.8 (7.7, 8.7) | 1,893 | 2,058 | 1,703 | |
| Austria | 7.7 (8.2, 8.4) | – | – | – | |
| Total goodwill | 7.7 (8.1, n/a) | 2,760 | 2,965 | 2,533 |
Goodwill is tested on an annual basis for impairment. When an impairment requirement has been determined, the value is reduced by an amount equal to the amount by which the asset's book value exceeds its recoverable amount. The recoverable amount is the higher of an asset's net realizable value and its value in use. The value in use is equal to the present value of expected future cash-flows. The cash-flows are based on the financial plans proposed by Group management and adopted by the Board of Directors, and normally cover a period of five years. Cash-flows extending beyond this period have been extrapolated applying an estimated growth rate. Where possible, Loomis uses external sources of information (e.g. Freedonia); however, previous experience is also an important element, as there are no official indexes or similar information that can be directly applied as a basis for the assumptions and assessments on which the impairment testing is based.
The calculation of value in use is based on assumptions and assessments. The major assumptions concern organic sales growth, the development of the operating margin, utilization of operating capital employed, as well as the relevant WACC rate used to discount future cash-flows.
The assumptions and assessments forming the basis of the impairment testing are summarized below (by Loomis' operating segments):
| Percent | Estimated growth rate beyond forecasted period |
WACC |
|---|---|---|
| Europe | 2.0 (2.0, 2.0) | 7.1–8.2 |
| USA | 2.0 (2.0, 2.0) | 7.8 |
Impairment testing of all cash-generating units took place during the third quarter of 2009. The results of the impairment testing showed that no impairment of goodwill is necessary.
Sensitivity analyses have been undertaken of the estimates of value in use in conjunction with impairment testing in the form of a general reduction, by 0.5 percentage points, in the forecast period as regards the organic growth and operating margin, as well as a general increase in the WACC by 0.5 percentage points. The sensitivity analysis generated no need for impairment.
Note 16 Goodwill
| MSEK | Dec 31, 2009 | Dec 31, 2008 | Dec 31, 2007 |
|---|---|---|---|
| Opening balance | 3,005 | 2,573 | 2,544 |
| Acquisitions | – | – | 144 |
| Eliminated in conjunction with liquidation | –40 | ||
| Translation differences | –205 | 431 | –115 |
| Closing accumulated acquisition costs | 2,760 | 3,005 | 2,573 |
| Opening write-downs | –40 | –40 | –41 |
| Eliminated in conjunction with liquidation | 40 | – | – |
| Translation differences | – | – | 1 |
| Closing accumulated impairment losses | – | –40 | –40 |
| Closing residual value | 2,760 | 2,965 | 2,533 |
| Breakdown of goodwill by operating segments: | |||
| USA | 1,893 | 2,058 | 1,703 |
| Europe | 867 | 906 | 830 |
| Total | 2,760 | 2,965 | 2,533 |
Note 17 Acquisition-related intangible assets
| MSEK | Dec 31, 2009 | Dec 31, 2008 | Dec 31, 2007 |
|---|---|---|---|
| Opening acquisition costs | 159 | 126 | 51 |
| Acquisitions | 7 | 8 | 79 |
| Capital expenditures | – | – | 0 |
| Disposals/write-offs | – | –0 | –1 |
| Translation difference | –12 | 26 | –4 |
| Closing accumulated acquisition costs | 154 | 159 | 126 |
| Opening amortization | –81 | –51 | –37 |
| Amortization for the year | –17 | –15 | –18 |
| Disposals/write-offs | – | 0 | 1 |
| Translation differences | 8 | –15 | 3 |
| Closing accumulated amortization | –89 | –81 | –51 |
| Closing residual value | 65 | 79 | 75 |
Acquisition-related intangible assets consist of contract portfolios.
Note 18 Other intangible assets
| Dec 31, 2009 | ||||
|---|---|---|---|---|
| MSEK | Licenses | Tenancy rights | Other intangible assets |
Total |
| Opening acquisition costs | 115 | 1 | 2 | 118 |
| Capital expenditures | 20 | – | – | 20 |
| Disposals/write-offs | –8 | – | – | –8 |
| Reclassifications | 0 | – | – | 0 |
| Translation differences | –8 | 0 | –0 | –8 |
| Closing accumulated acquisition cost | 120 | 1 | 2 | 123 |
| Opening amortization | –67 | –0 | –2 | –69 |
| Disposals/write-offs | 2 | – | – | 2 |
| Amortization for the year | –19 | – | – | –19 |
| Reclassifications | –2 | – | – | –2 |
| Translation differences | 6 | 0 | 0 | 6 |
| Closing accumulated amortization | –80 | –0 | –2 | –82 |
| Closing residual value | 40 | 1 | 0 | 41 |
| Dec 31, 2008 | |||||
|---|---|---|---|---|---|
| Other | |||||
| MSEK | Licenses | Tenancy rights | intangible assets | Total | |
| Opening acquisition costs | 78 | 1 | 2 | 80 | |
| Capital expenditures | 25 | – | – | 25 | |
| Disposals/write-offs | –3 | – | – | –3 | |
| Reclassifications | –0 | – | – | –0 | |
| Translation differences | 15 | 0 | 0 | 15 | |
| Closing accumulated acquisition cost | 115 | 1 | 2 | 118 | |
| Opening amortization | –39 | –0 | –2 | –40 | |
| Disposals/write-offs | 3 | – | – | 3 | |
| Amortization for the year | –17 | – | – | –17 | |
| Reclassifications | –2 | – | – | –2 | |
| Translation differences | –12 | 0 | –0 | –13 | |
| Closing accumulated amortization | –67 | –0 | –2 | –69 | |
| Closing residual value | 48 | 1 | 0 | 49 |
| Dec 31, 2007 | |||||
|---|---|---|---|---|---|
| Other | |||||
| MSEK | Licenses | Tenancy rights | intangible assets | Total | |
| Opening acquisition costs | 35 | 1 | 2 | 38 | |
| Acquisitions | 4 | – | – | 4 | |
| Capital expenditures | 22 | – | – | 22 | |
| Disposals/write-offs | –2 | –0 | –1 | –3 | |
| Reclassifications | 17 | – | – | 17 | |
| Translation differences | 2 | 0 | 0 | 2 | |
| Closing accumulated acquisition cost | 78 | 1 | 2 | 80 | |
| Opening amortization | –25 | –0 | –2 | –27 | |
| Disposals/write-offs | 2 | – | 1 | 3 | |
| Amortization for the year | –10 | – | –0 | –10 | |
| Reclassifications | –4 | – | – | –4 | |
| Translation differences | –2 | –0 | –0 | –2 | |
| Closing accumulated amortization | –39 | –0 | –2 | –40 | |
| Closing residual value | 40 | 1 | 0 | 40 |
Note 19 Tangible fixed assets
| Land and buildings | ||||
|---|---|---|---|---|
| MSEK | Dec 31, 2009 | Dec 31, 2008 | Dec 31, 2007 | |
| Opening acquisition costs | 478 | 436 | 616 | |
| Acquisitions | – | – | 45 | |
| Capital expenditure | 9 | 13 | 20 | |
| Disposals/write-offs | –13 | –34 | –258 | |
| Reclassifications | 0 | –14 | 25 | |
| Translation differences | –34 | 78 | –11 | |
| Closing accumulated acquisition costs | 441 | 478 | 436 | |
| Opening depreciation | –151 | –120 | –151 | |
| Disposals/write-offs | 1 | 15 | 53 | |
| Reclassifications | – | – | 0 | |
| Depreciation for the year | –18 | –17 | –24 | |
| Translation differences | 13 | –29 | 3 | |
| Closing accumulated depreciation | –154 | –151 | –120 | |
| Closing residual value | 287 | 328 | 316 |
| Machinery and equipment | ||||
|---|---|---|---|---|
| MSEK | Dec 31, 2009 | Dec 31, 2008 | Dec 31, 2007 | |
| Opening acquisition costs | 6,763 | 5,714 | 5,888 | |
| Acquisitions | 2 | 58 | 87 | |
| Capital expenditure | 798 | 841 | 696 | |
| Disposals/write-offs | –355 | –506 | –872 | |
| Reclassifications | 7 | 14 | –43 | |
| Translation differences | –315 | 642 | –42 | |
| Closing accumulated acquisition costs | 6,900 | 6,763 | 5,714 | |
| Opening depreciation | –4,123 | –3,511 | –3,622 | |
| Disposals/write-offs | 312 | 464 | 697 | |
| Reclassifications | 1 | 1 | 11 | |
| Depreciation for the year | –715 | –641 | –638 | |
| Translation differences | 216 | –436 | 41 | |
| Closing accumulated depreciation | –4,310 | –4,123 | –3,511 | |
| Closing residual value | 2,591 | 2,640 | 2,203 |
The closing residual value of land included in Land and buildings above amounted to MSEK 66 (71 and 63).
Machinery and equipment comprises vehicles, equipment, security equipment (including alarm systems) and IT and telecom equipment. No write-downs have been applied.
Tangible fixed assets above include assets made available under financial lease agreements as specified below. There are limits on the right of disposal for assets held by Loomis through financial leases. See Note 28 for further information regarding financial lease agreements.
Financial Lease agreements
| Buildings | ||||
|---|---|---|---|---|
| MSEK | Dec 31, 2009 | Dec 31, 2008 | Dec 31, 2007 | |
| Opening acquisition costs | 55 | 47 | 47 | |
| Translation differences | –3 | 8 | 0 | |
| Closing accumulated acquisition costs | 51 | 55 | 47 | |
| Opening depreciation | –14 | –10 | –10 | |
| Depreciation for the year | –3 | –2 | –3 | |
| Translation differences | 1 | –2 | 3 | |
| Closing accumulated depreciation | –15 | –14 | –10 | |
| Closing residual value | 36 | 41 | 37 |
Note 19 Tangible fixed assets, cont.
Financial lease agreements
| Machinery and equipment | |||
|---|---|---|---|
| MSEK | Dec 31, 2009 | Dec 31, 2008 | Dec 31, 2007 |
| Opening acquisition costs | 286 | 233 | 313 |
| Acquisitions | – | – | 73 |
| Capital expenditure | 11 | 14 | 8 |
| Disposals/write-offs | –43 | –32 | –183 |
| Translation differences | –15 | 71 | 22 |
| Closing accumulated acquisition costs | 238 | 286 | 233 |
| Opening depreciation | –206 | –111 | –170 |
| Disposals/write-offs | 42 | 15 | 148 |
| Depreciation for the year | –38 | –56 | –71 |
| Translation differences | 12 | –55 | –17 |
| Closing accumulated depreciation | –191 | –206 | –111 |
| Closing residual value | 48 | 80 | 122 |
Note 20 Interest-bearing financial fixed assets
| MSEK | Dec 31, 2009 | Dec 31, 2008 | Dec 31, 2007 |
|---|---|---|---|
| Long-term external investments | 46 | 60 | 152 |
| Total interest-bearing financial fixed assets | 46 | 60 | 152 |
The amount consists of pension commitments (see Note 30) for which bonds have been provided as security in a total of MSEK 8 (4 and 4), and also refers to the fact that the insurance company in Ireland has
deposited a portion of its assets with an external counterparty, according to a directive of authorities of MSEK 38 (56 and 149). For additional information regarding financial instruments, refer to Note 6.
| MSEK | Dec 31, 2009 | Dec 31, 2008 | Dec 31, 2007 |
|---|---|---|---|
| Opening balance | 60 | 152 | 4 |
| New investments/disposals | –15 | –93 | 149 |
| Translation differences | 0 | 1 | – |
| Closing balance | 46 | 60 | 152 |
Note 21 Other long-term receivables
| MSEK | Dec 31, 2009 | Dec 31, 2008 | Dec 31, 2007 |
|---|---|---|---|
| Long-term rent deposits | 20 | 17 | 12 |
| Other long-term receivables | 8 | 34 | 6 |
| Total other long-term receivables | 28 | 51 | 18 |
| MSEK | Dec 31, 2009 | Dec 31, 2008 | Dec 31, 2007 |
| Opening balance | 51 | 18 | 14 |
| Reclassifications | – | – | – |
| Other changes | –23 | 31 | 4 |
| Translation differences | –0 | 2 | 0 |
| Closing balance | 28 | 51 | 18 |
Note 22 Accounts receivable
| MSEK | Dec 31, 2009 | Dec 31, 2008 | Dec 31, 2007 |
|---|---|---|---|
| Accounts receivable before deduction of provisions for bad debt losses | 1,371 | 1,543 | 1,459 |
| Provision for bad debt losses, net | –35 | –53 | –34 |
| Total accounts receivable | 1,336 | 1,490 | 1,425 |
Bad debt losses for the year amounted to MSEK 3 (10 and 2), net.
Age analysis for overdue accounts receivable
| MSEK | Dec 31, 2009 | Dec 31, 2008 | Dec 31, 2007 |
|---|---|---|---|
| Maturity date <30 days | 236 | 290 | 263 |
| Maturity date 30–90 days | 70 | 109 | 103 |
| Maturity date >90 days | 57 | 88 | 76 |
| Total overdue accounts receivable | 363 | 487 | 442 |
Note 23 Other current receivables
| MSEK | Dec 31, 2009 | Dec 31, 2008 | Dec 31, 2007 |
|---|---|---|---|
| Accountable funds1) | 17 | 17 | 14 |
| Other current receivables | 49 | 58 | 55 |
| Total other current receivables | 67 | 75 | 69 |
Other current receivables, as per above, refer, for the main part, to current receivables regarding VAT.
Within its cash processing operations, Loomis stocks consignment stocks of money for third parties. Consignment stocks of money are reported by the respective counterparty, not by Loomis. In order to finance certain aspects of the operations, loan financing is utilized in the form of overdraft facilities. These overdraft facilities are reported net against stocks of money. Financing expenses for loan financing, amounting to MSEK 6 (3 and 93), are reported as a production expense.
| Dec 31, 2007 |
|---|
| 535 |
| –521 |
| 14 |
1) Excluding consignment stocks of money.
A description of the Group's risk exposure relating to financial instruments can be found in Note 6.
Note 24 Prepaid expenses and accrued income
| MSEK | Dec 31, 2009 | Dec 31, 2008 | Dec 31, 2007 |
|---|---|---|---|
| Prepaid expenses for insurance and risk management | 28 | 40 | 47 |
| Prepaid rent | 28 | 25 | 23 |
| Prepaid leasing fees | 1 | 1 | 1 |
| Prepaid suppliers' invoices | 6 | 9 | 6 |
| Other prepaid expenses | 98 | 93 | 131 |
| Other accrued income | 3 | 9 | 16 |
| Total prepaid expenses and accrued income | 163 | 177 | 225 |
Note 25 Interest-bearing financial current assets
| MSEK | Dec 31, 2009 | Dec 31, 2008 | Dec 31, 2007 |
|---|---|---|---|
| External investments | 3 | 355 | 22 |
| Investments with previous owner, Securitas | – | – | 450 |
| Group credit account with previous owner, Securitas | – | – | 226 |
| Total interest-bearing financial current assets | 3 | 355 | 698 |
A description of the Group's risk exposure relating to financial instruments can be found in Note 6.
Note 26 Liquid funds
| Dec 31, 2009 | Dec 31, 2008 | Dec 31, 2007 | |
|---|---|---|---|
| Cash and bank balances | 176 | 268 | 203 |
| Short-term bank investments | 211 | – | – |
| 387 | 268 | 203 |
Note 27 Shareholders' equity and comprehensive income
| Shareholders' equity attributable to shareholders of the Parent Company1) | |||||
|---|---|---|---|---|---|
| Retained earnings | |||||
| Share | Other capital | Other | incl. net income | ||
| MSEK | capital 2) |
contributed | reserves 3) | for the year | Total |
| Opening balance January 1, 2007 | 365 | 3,519 | 244 | –1,373 | 2,755 |
| Comprehensive income | |||||
| Net income for the year | – | – | – | –881 | –881 |
| Other comprehensive income | |||||
| Actuarial gains and losses | – | – | – | 49 | 49 |
| Tax effect on actuarial gains and losses | – | – | – | –15 | –15 |
| Exchange rate differences | – | – | –23 | – | –23 |
| Total other comprehensive income | – | – | –23 | 34 | 11 |
| Total comprehensive income | – | – | –23 | –847 | –870 |
| Transactions with shareholders Group contribution paid |
– | – | – | –182 | –182 |
| Tax on Group contributions | – | – | – | 51 | 51 |
| Dividend attributable to 2006 | – | – | – | –250 | –250 |
| Total transactions with shareholders | – | – | – | –380 | –380 |
| Opening balance January 1, 2008 | 365 | 3,519 | 221 | –2,600 | 1,505 |
| Comprehensive income | |||||
| Net income for the year | – | – | – | 424 | 424 |
| Other comprehensive income | |||||
| Actuarial gains and losses | – | – | – | 59 | 59 |
| Tax effect on actuarial gains and losses | – | – | – | –14 | –14 |
| Exchange rate differences | – | – | 348 | – | 348 |
| Total other comprehensive income | – | – | 348 | 44 | 392 |
| Total comprehensive income | – | – | 348 | 468 | 816 |
| Transactions with shareholders | |||||
| Shareholders' contribution received | – | 900 | – | – | 900 |
| Dividend attributable to 2007 | – | – | – | –245 | –245 |
| Total transactions with shareholders | – | 900 | – | –245 | 655 |
| Opening balance January 1, 2009 | 365 | 4,419 | 569 | –2,377 | 2,976 |
| Comprehensive income | |||||
| Net income for the year | – | – | – | 500 | 500 |
| Other comprehensive income | |||||
| Actuarial gains and losses | – | – | – | –69 | –69 |
| Tax effect on actuarial gains and losses | – | – | – | 20 | 20 |
| Cash flow hedges4) | – | – | – | –8 | –8 |
| Tax effect cash flow hedges | – | – | – | 2 | 2 |
| Exchange rate differences | – | – | –150 | – | –150 |
| Total other comprehensive income | – | – | –150 | –55 | –205 |
| Total comprehensive income | – | – | –150 | 446 | 295 |
| Transactions with shareholders | |||||
| Payment for shares issued | – | 22 | – | – | 22 |
| Dividend attributable to 2008 | – | – | – | –164 | –164 |
| Total transactions with shareholders | – | 22 | – | –164 | –143 |
| Closing balance December 31, 2009 | 365 | 4,441 | 419 | –2,095 | 3,129 |
1) A minority of 25 percent was held in one of the Group's companies in the UK up to and including November 24, 2007.
2) Shares issued in the Parent Company consist of both Class A and Class B Shares. Each Class A share carries ten votes and each Class B share one vote.
3) Other reserves refer only to translation differences.
4) The cash flow hedges and the loan facility mature at the same time.
At December 31, 2009 the total number of issued shares was 73,011,780, each with a quotient value of SEK 5.
For further information on changes in the number of shares issued and their distribution to Class A and Class B, refer to Note 50.
Note 28 Loans payable
| MSEK | Dec 31, 2009 | Dec 31, 2008 | Dec 31, 2007 |
|---|---|---|---|
| Long-term loans payable | |||
| Liabilities, financial leases | 50 | 72 | 113 |
| Bank loans | 1,430 | – | – |
| Total long-term loans payable | 1,480 | 72 | 113 |
| Current loans payable | |||
| Liabilities regarding financial leases | 18 | 34 | 37 |
| Derivatives | 13 | – | – |
| Loans payable to Securitas AB | – | – | 3,254 |
| Bank loans | 823 | 2,953 | – |
| Total current loans payable | 855 | 2,987 | 3,291 |
| Total loans payable | 2,335 | 3,059 | 3,403 |
In conjunction with the listing in 2008, liabilities to the Securitas Group have been repaid and replaced with external bank loans. For the maturity structure of the loans refer to Note 6.
| Liabilities regarding financial leases – minimum lease payments | 2009 | 2008 | 2007 |
|---|---|---|---|
| Maturity < 1 year | 20 | 36 | 51 |
| Maturity 1–5 years | 58 | 75 | 105 |
| Maturity >5 years | 3 | 10 | 13 |
| Total | 80 | 121 | 170 |
| Future financial expenses for financial leases | –12 | –15 | –20 |
| Total present value of liabilities for financial leases | 69 | 106 | 150 |
| Present value of liabilities for financial leases | 2009 | 2008 | 2007 |
| Maturity < 1 year | 18 | 34 | 37 |
| Maturity 1–5 years | 48 | 64 | 101 |
| Maturity >5 years | 2 | 8 | 12 |
| Total present value of liabilities for financial leases | 69 | 106 | 150 |
Note 29 Provisions for claims reserves
| MSEK | Dec 31, 2009 | Dec 31, 2008 | Dec 31, 2007 |
|---|---|---|---|
| Long-term provisions for claims reserves | 205 | 239 | 194 |
| Current provisions for claims reserves | 123 | 126 | 113 |
| Total provisions for claims reserves | 328 | 365 | 306 |
| MSEK | Dec 31, 2009 | Dec 31, 2008 | Dec 31, 2007 |
|---|---|---|---|
| Opening balance | 365 | 306 | 229 |
| New provisions | 219 | 202 | 293 |
| Utilized amount and unutilized provisions | –238 | –179 | –194 |
| Translation difference | –18 | 35 | –21 |
| Closing balance | 328 | 365 | 306 |
Note 30 Provisions for pensions and similar commitments
The Group operates, or participates in other ways, in a number of defined benefit and defined contribution pension plans and other long-term employee benefit plans throughout the world. The plans are structured in accordance with local rules and practices. The overall cost of these plans for the Group is reported in Note 10.
UK
There is a funded defined benefit plan in the UK in which assets are held separately from those of the employer. The plan provides benefits linked to members' service and final salary. In addition, the companies in the UK participate in various defined contribution arrangements.
As a result of the disposal of LCM during 2007, participation in the plan has been curtailed. The impact of this is reported under Settlements and curtailments.
Sweden
Employees are covered by the SAF-LO collective pension plan, an industry-wide, multi-employer defined contribution arrangement. Professional employees are covered by the ITP plan, which is also an industry-wide, multi-employer plan based on a collective agreement. According to a statement (UFR 3) issued by the Council for Financial Reporting, the ITP plan is a multi-employer defined benefit plan. Alecta, the insurance company operating the ITP plan, has been unable to provide Loomis, or other Swedish companies, with sufficient information with which to determine its share of the total assets and liabilities of this arrangement. Consequently, this arrangement is reported as a defined contribution plan. The cost for 2009 amounts to MSEK 8 (5 and 15). The surplus in Alecta can be allocated to the insured employer and/or the insured employees. Alecta's level of consolidation was, as per December 31, 2009, a total of 141.0 percent (112.0 and 152.0). The level of consolidation is calculated as the fair value of plan assets as a percentage of the commitments calculated according to Alecta's actuarial assumptions. This estimation is not in line with IAS 19.
Provisions for pensions and similar commitments, net
| MSEK | Dec 31, 2009 | Dec 31, 2008 | Dec 31, 2007 |
|---|---|---|---|
| Plans included in Other long-term receivables | –4 | –31 | – |
| Plans included in Provisions for pensions and similar commitments | 264 | 262 | 319 |
| Total provisions for pensions and similar commitments, net | 260 | 232 | 319 |
| Pension costs | |||
| MSEK | Dec 31, 2009 | Dec 31, 2008 | Dec 31, 2007 |
| Current service cost | 32 | 38 | 61 |
| Interest cost | 65 | 70 | 70 |
| Expected return on plan assets | –56 | –65 | –65 |
| Recognized past service cost | – | – | – |
| Recognized actuarial gains/losses | – | 1 | –7 |
| Settlements and curtailments | – | – | –22 |
| Total pension costs | 41 | 43 | 37 |
The table shows the total cost for defined benefit plans in 2009. The total cost for defined benefit plans in 2010 is expected to amount to MSEK 30. The cost for defined contribution plans amounted to MSEK 61 (64 and 96).
Norway
The majority of employees are covered by a funded defined benefit plan with assets contributed into a separate insurance arrangement. In Norway, employees are also covered by two unfunded plans; one provides transitional benefits for early retirement and the other individual pension commitments as agreed with the Company. The Norwegian pension plans have been partly closed to new members.
Other countries
In addition to the plans mentioned above, there are defined benefit plans of a material size primarily in France and Austria.
Allocation of plan assets
The fair value of plan assets as per December 31, 2009, amounted to MSEK 1,037 (841 and 1,096). As per December 31, 2009, a total of 64 percent (63 and 65) of the plan assets where invested in equities, 34 percent (36 and 34) in interest-bearing assets, and 2 percent (1 and 1) in other assets.
Accumulated actuarial losses
The actuarial loss for 2009 which is reported directly as part of comprehensive income amounts to MSEK 49. For 2008, an actuarial gain of MSEK 44, and for 2007 an actuarial gain of MSEK 34, were reported in other total income. The accumulated actuarial losses reported in this manner amount, consequently, to MSEK 19. For 2008 and 2007, accumulated gains of MSEK 30 and accumulated losses of MSEK 14 were reported.
Note 30 Provisions for pensions and similar commitments, cont.
Change in provisions for pensions and similar commitments, net
| 2009 | 2008 | 2007 | 2006 | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Obliga | Plan | Obliga | Plan | Obliga | Plan | Obliga | Plan | |||||
| MSEK | tions | assets | Net | tions | assets | Net | tions | assets | Net | tions | assets | Net |
| Opening balance | 1,073 | –841 | 232 | 1,415 | –1,096 | 319 | 1,440 | –1,039 | 400 | 1,322 | –938 | 384 |
| Current service costs | 32 | – | 32 | 38 | – | 38 | 61 | – | 61 | 63 | – | 63 |
| Interest cost | 65 | – | 65 | 70 | – | 70 | 70 | – | 70 | 62 | – | 62 |
| Expected return | – | –56 | –56 | – | –65 | –65 | – | –65 | –65 | – | –58 | –58 |
| Recognized actuarial gains/losses | – | – | – | 1 | – | 1 | –7 | – | –7 | – | – | – |
| Recognized past service costs | – | – | – | – | – | – | – | – | – | –15 | – | –15 |
| Settlements and curtailments | – | – | – | – | – | – | –22 | – | –22 | –2 | – | –2 |
| Total pension costs | 97 | –56 | 41 | 109 | –65 | 43 | 102 | –65 | 37 | 108 | –58 | 51 |
| Actuarial gains and losses – obligations |
157 | – | 157 | –268 | – | –268 | –51 | – | –51 | 63 | – | 63 |
| Actuarial gains and losses – plan assets |
– | –89 | –89 | – | 209 | 209 | – | 2 | 2 | – | –44 | –44 |
| Total actuarial gains and losses | ||||||||||||
| before tax | 157 | –89 | 69 | –268 | 209 | –59 | –51 | 2 | –49 | 63 | –44 | 19 |
| Employer contributions | –72 | –72 | – | –69 | –69 | – | –80 | –80 | – | –46 | –46 | |
| Employee contributions | 5 | –5 | – | 6 | –6 | – | 8 | –8 | – | 9 | –9 | – |
| Benefits paid to participants | –56 | 56 | – | –48 | 48 | – | –49 | 49 | – | –36 | 36 | – |
| Acquisitions | – | – | – | – | – | – | 18 | – | 18 | – | – | – |
| Translation differences | 21 | –29 | –9 | –141 | 138 | –3 | –52 | 45 | –8 | –26 | 18 | –8 |
| Closing balance | 1,297 | –1,037 | 260 | 1,073 | –841 | 232 | 1,415 | –1,096 | 319 | 1,440 | –1,039 | 400 |
The actual return on the plan assets for 2009 amounted to MSEK 145 (–143, 63 and 101). The expected return on the plan assets has been determined based on the assumption that the return on bonds will be equal to the interest on a ten-year government bond and that the return on equities will be equal to a return on the basis of the
same interest rate plus an additional risk premium. The stipulated interest rate for each country is weighted based on the composition of the assets. Actuarial gains and losses regarding obligations include adjustments based on experience, totalling MSEK 16 (–41, 52 and 21).
Funded and unfunded defined benefit obligations
| MSEK | Dec 31, 2009 | Dec 31, 2008 | Dec 31, 2007 | Dec 31, 2006 |
|---|---|---|---|---|
| Funded plans | ||||
| Present value of funded defined benefit obligations | 1,109 | 878 | 1,281 | 1,330 |
| Fair value of plan assets | –1,037 | –841 | –1,096 | –1,039 |
| Funded plans, net | 72 | 37 | 184 | 290 |
| Unfunded plans | ||||
| Present value of unfunded defined benefit obligations | 188 | 195 | 135 | 110 |
| Total funded and unfunded defined benefit obligations | 260 | 232 | 319 | 440 |
The table shows the relationship between the value of funded plans and the value of provisions at year-end and at the beginning of the year.
Main actuarial assumptions as per December 31, 2009
| Percent (per annum) | UK | Eurozone | Norway |
|---|---|---|---|
| Discount rate | 5.70 (6.30, 5.60 and 5.00) | 5.00 (5.50, 5.50 and 4.50) | 4.50 (3.80, 4.70 and 4.50) |
| Expected return on plan assets | 6.92 (6.40, 6.80 and 6.40) | n/a (n/a, n/a and n/a) | 5.70 (5.80, 5.70 and 6.00) |
| Salary increases | 2.50 (3.50, 4.30–4.80 and 4.00–4.50) |
2.00–2.25 (2.00–2.50, 2.50–3.00 and 2.50–2.75) |
4.50 (4.00, 3.50 and 2.50) |
| Inflation | 3.10 (2.80, 3.30 and 3.00) | 1.75–2.00 (2.00, 2.00 and 2.00) | 4.00 (3.75, 4.25 and 2.50) |
| Pension increases | 3.10 (2.80, 3.30 and 3.00) | n/a (n/a, n/a and n/a) | 4.25 (3.75, 4.25 and 2.50) |
The table shows the major actuarial assumptions as per December 31, 2009, 2008, 2007 and 2006. These assumptions are used in the valuation of the obligations of the defined benefit plans at the end of 2009, 2008, 2007 and 2006 and to determine the pension costs for 2010, 2009, 2008 and 2007.
In the UK, the discount rate is based on iBoxx UK AA 15 years +. In the Eurozone, the discount rate is based on iBoxx Euro 10 years +, with consideration given to the duration of the liabilities. In Norway, the discount rate is based on government bonds, with the addition of
the adjustment for the duration of the liabilities.
As per December 31, 2009, the following assumptions were used for the primary plans within Loomis concerning mortality: UK – "PA 92 series of tables with allowance for future improvements, and the medium cohort effect on current pensioners". Norway – tables in series "K 63".
These tables have been established for use in consultation with the Company's actuaries and reflect Loomis' view of future mortality considering future expected increases in life expectancy.
Note 30 Provisions for pensions and similar commitments, cont.
Sensitivity analysis
A reduction in the discount rate by 0.1 percentage points would increase the pension provisions and similar commitments by approximately MSEK 25. An increase in the inflation rate by 0.1 percentage points would increase the pension provisions and similar commitments by approximately MSEK 23. An increase in the average life
expectancy by 1 year would increase the pension provision and similar commitments by approximately MSEK 20. Changes in the discount rate and average life expectancy are accounted for as actuarial gains or losses, whereby such changes are reported directly as part of other comprehensive income and, therefore, do not affect the net income for the year.
Note 31 Other provisions
| MSEK | Dec 31, 2009 | Dec 31, 2008 | Dec 31, 2007 |
|---|---|---|---|
| Other long-term provisions | 127 | 126 | 140 |
| Other short-term provisions | 50 | 88 | 568 |
| Total other provisions | 177 | 214 | 708 |
| Overtime | |||
| MSEK | Spain | Other | Total |
| Other long-term provisions | |||
| Opening balance | 66 | 60 | 126 |
| New provisions | 9 | 12 | 21 |
| Provisions utilized | – | –12 | –12 |
| Translation differences | –4 | –4 | –8 |
| Closing balance | 70 | 57 | 127 |
| Other short-term provisions | |||
| Opening balance | – | 88 | 88 |
| New provisions | – | 1 | 1 |
| Provisions utilized | – | –39 | –39 |
| Translation differences | – | –1 | –1 |
| Closing balance | – | 50 | 50 |
| Total other provisions | 70 | 106 | 177 |
The dispute regarding overtime pay in Spain is described in Note 34.
Note 32 Accrued expenses and prepaid income
| MSEK | Dec 31, 2009 | Dec 31, 2008 | Dec 31, 2007 |
|---|---|---|---|
| Accrued personnel expenses | 729 | 750 | 718 |
| Accrued interest expenses | 15 | 7 | 5 |
| Accrued rent expenses | 2 | 9 | 19 |
| Accrued consulting fees | 29 | 16 | 28 |
| Other accrued expenses | 139 | 84 | 153 |
| Total accrued expenses and prepaid income | 914 | 866 | 923 |
Other accrued expenses, as per the above, refer to, amongst other things, accrued insurance expenses, accrued suppliers' invoices and accrued lease expenses.
Note 33 Other current liabilities
| MSEK | Dec 31, 2009 | Dec 31, 2008 | Dec 31, 2007 |
|---|---|---|---|
| Advance payments from customers | 23 | 38 | 26 |
| Current liabilities to Securitas | – | – | 208 |
| Current liabilities attributable to VAT | 183 | 180 | 172 |
| Other current liabilities | 100 | 100 | 99 |
| Total other current liabilities | 306 | 318 | 505 |
Note 34 Contingent liabilities
| MSEK | Dec 31, 2009 | Dec 31, 2008 | Dec 31, 2007 |
|---|---|---|---|
| Securities and guarantees | 967 | 747 | 814 |
| Other contingent liabilities | 24 | 11 | 9 |
| Total contingent liabilities | 992 | 758 | 823 |
Guarantees in 2009 refer to guarantees for insurance commitments for Loomis in the USA amounting to MSEK 280 (303, 0), previously guaranteed by Securitas AB. The guarantees also refer to a guarantee for the internal insurance company, Loomis Reinsurance Ltd, amounting to MSEK 150 (125, 0) and to a guarantee to the Bank of England amounting to MSEK 81 (78, 0). It is difficult to assess whether these contingent liabilities will result in any financial outflow.
Loomis AB has also acted as guarantor for Loomis Norge AS and Loomis Sverige AB regarding bank credits to the counting operations. For further information refer to Note 23.
Loomis Cash Management UK (LCM)
On November 24, 2007, Loomis Cash Management Ltd sold its fixed assets and its operations to Vaultex UK Ltd, a company jointly owned by HSBC Bank plc and Barclays Bank PLC. On the same day, LCM became a wholly-owned subsidiary of Loomis when the banks, as a part of the transaction, sold their shares in LCM to Loomis.
The sale of LCM's assets and operations resulted in a loss of MSEK 160 during the fourth quarter of 2007 as the purchase price was lower than book value and a provision for contracted guarantees was established. The provision was established to cover demands from bank customers who might claim the existence of reconciliation errors or inadequacies in their dealings with LCM during the period from June 1, 2007 until November 24, 2007, or the existence of claims that had arisen and been communicated to LCM before June 1, 2007 but were not settled at the time of transfer. According to the agreement, such claims should be submitted to LCM for investigation by LCM before August 31, 2008. No further claims were reported at such date and this obligation has, consequently, expired. The banks have also received a limited standard guarantee regarding LCM's assets, conditional on the information provided. In June, a final agreement was entered into between Securitas AB, Loomis AB, LCM and the Bank of England regarding LCM's declarations that did not comply with the Bank of England's Note Circulation Scheme (NCS). The financial agreement was covered by previously established provisions. As part of the agreement, Loomis committed itself to assume responsibility during the period up to June 17, 2010 for any further damages affecting the Bank of England as a result of LCM's conduct, as covered by a bank guarantee of MGBP 7. The risk of further claims is deemed to be low.
Overtime compensation
All of the larger security companies in Spain have paid overtime compensation to their employees in accordance with the labour agreement which was valid during the period 2005 to 2008. In February 2007, the Supreme Court in Spain ruled that the calculation of overtime compensation according to the existing labour agreement was not in compliance with Spanish law.
The risk that overtime compensation must be paid to employees has increased in the security companies located in Spain, as the security companies and local labour unions have not come to an agreement regarding overtime compensation. An application has been
submitted to a lower court in Spain for the issue of specific guidelines regarding the method of calculating overtime compensation.
The court's ruling was made public on January 29, 2008 and was in line with the Company's view of the manner in which compensation should be calculated. The local labour unions have lodged an appeal against this ruling.
The lack of final guidelines for overtime compensation entails that Loomis must prepare itself for several legal claims from employees, both past and present, in relation to retroactive overtime compensation.
During 2008, a trade association has initiated legal proceedings in an effort to invalidate the existing labour agreement by asserting that the previous Supreme Court ruling in relation to overtime compensation generated an imbalance in the labour agreement. A ruling was made on the matter in November 2009. However, the verdict did not provide a final solution, as it referred back to the original verdict. In practice, this means that resolutions regarding overtime pay must be made on an individual basis and that the Court must co-ordinate the assessment of all appeals if there are differences in the individual appeals. The final verdict is expected to be reached in 2012, but Loomis will be liable to pay the difference between the original remuneration and the amount determined by the Court in each individual case. The outcome will be dependent on whether the judge agrees with Loomis' standpoint or that of the trade association.
Several claims relating to labor laws have been made against Loomis in Spain, and the number of claims is increasing. Company management, therefore, currently estimate that further compensation, amounting to a total of MSEK 70, may be subject to claims and have established a provision for this amount as per December 31, 2009. Of the total amount, a provision of MSEK 9 was made during 2009.
Loomis Denmark
A Danish customer made a claim against Loomis Denmark, as the company had terminated its agreement with the customer. This claim was made during the third quarter of 2008, and originally amounted to MDKK 26. During 2009, the customer extended the claim, which now totals MDKK 40. An investigation concerning the claim is in progress. Loomis has made an estimation of the likely result of this dispute as at December 31, 2009.
Other legal proceedings
Loomis has, during the years, made a number of acquisitions in different countries. As a result of these acquisitions, certain contingent liabilities attributable to the acquired operations have been taken over by Loomis. Risks attributable to such contingent liabilities are covered by contractual guarantee liabilities, insurances or necessary reserves.
Companies within the Loomis Group are involved in tax audits and other legal proceedings that have arisen in the operating activities. Any liability to pay damages in conjunction with legal proceedings is not deemed to have an impact on the Group's business operations or its financial position.
Note 35 Items not affecting cash flow
| MSEK | 2009 | 2008 | 2007 |
|---|---|---|---|
| Depreciation of tangible fixed assets and amortization of intangible assets | 752 | 675 | 672 |
| Amortization of acquisition-related intangible assets | 17 | 15 | 18 |
| Items affecting comparability | – | – | 594 |
| Acquisition-related restructuring costs | – | – | 19 |
| Other provisions | –3 | –457 | –824 |
| Financial items | 115 | 164 | 128 |
| Total items not affecting cash flow | 880 | 397 | 607 |
Parent Company statement of income
| MSEK | Note | 2009 | 2008 | 2007 |
|---|---|---|---|---|
| Other income | 215 | 179 | 151 | |
| Gross income | 215 | 179 | 151 | |
| Administrative expenses | 40, 41 | –67 | –141 | –264 |
| Items affecting comparability | 40 | – | –332 | –1 |
| Operating income after amortization | 148 | –294 | –114 | |
| Result from financial investments | ||||
| Result from participations in Group companies | 38, 42 | 224 | 171 | –656 |
| Financial income | 43 | 908 | 606 | 689 |
| Financial expenses | 43 | –789 | –606 | –614 |
| Total result from financial investments | 342 | 172 | –580 | |
| Income after financial items | 490 | –122 | –694 | |
| Appropriations | 51 | –82 | – | – |
| Tax on income for the year | 44 | –50 | –31 | –30 |
| Net income for the year | 358 | –153 | –723 |
Parent Company balance sheet
| MSEK | Note | Dec 31, 2009 | Dec 31, 2008 | Dec 31, 2007 |
|---|---|---|---|---|
| ASSETS | ||||
| Fixed assets | ||||
| Machinery and equipment | 45 | 1 | 1 | 1 |
| Shares in subsidiaries | 46 | 3,420 | 3,420 | 3,367 |
| Interest-bearing long-term receivables from subsidiaries | 38 | 3,400 | 3,619 | 1,299 |
| Deferred tax assets | 2 | 1 | 26 | |
| Total fixed assets | 6,823 | 7,042 | 4,692 | |
| Current assets | ||||
| Current receivables from subsidiaries | 38, 47 | 296 | 246 | 311 |
| Interest-bearing current receivables from subsidiaries | 38 | 464 | – | 1,452 |
| Interest-bearing current receivables from Group companies | – | – | 284 | |
| Other current receivables | 48 | 4 | 7 | 1 |
| Current tax assets | 44 | 1 | 1 | 3 |
| Prepaid expenses and accrued income | 49 | 31 | 20 | 10 |
| Interest-bearing financial current assets | 177 | 156 | – | |
| Liquid funds | 26 | 67 | – | |
| Total current assets | 1,000 | 496 | 2,060 | |
| TOTAL ASSETS | 7,823 | 7,538 | 6,752 | |
| SHAREHOLDERS' EQUITY AND LIABILITIES | ||||
| Shareholders' equity | 50 | |||
| Restricted equity | ||||
| Share capital | 365 | 365 | 365 | |
| Total restricted shareholders' equity | 365 | 365 | 365 | |
| Non-restricted equity | ||||
| Other capital contributed | 5,521 | 5,499 | 4,599 | |
| Retained earnings | –1,635 | –1,291 | –477 | |
| Net income for the year | 358 | –153 | –723 | |
| Total non-restricted equity | 4,244 | 4,055 | 3,399 | |
| Total shareholders' equity | 4,609 | 4,420 | 3,764 | |
| Untaxed reserves | 51 | 82 | – | – |
| Long-term liabilities | ||||
| Interest-bearing long-term liabilities, external | 1,430 | – | – | |
| Deferred tax liabilities | – | 37 | – | |
| Current liabilities | ||||
| Current liabilities to subsidiaries | 38 | 55 | 54 | 3 |
| Current liabilities to Group companies | – | – | 182 | |
| Interest-bearing current liabilities to Group companies | – | – | 2,411 | |
| Interest-bearing current liabilities to subsidiaries | 38 | 666 | – | 284 |
| Interest-bearing current liabilities, external | 823 | 2,953 | – | |
| Accounts payable | 4 | 3 | 21 | |
| Current tax liabilities | 44 | 88 | 16 | – |
| Accrued expenses and prepaid income | 52 | 54 | 53 | 55 |
| Other current liabilities | 13 | 1 | 33 | |
| Total liabilities | 3,132 | 3,081 | 2,988 | |
| TOTAL SHAREHOLDERS' EQUITY AND LIABILITIES | 7,823 | 7,538 | 6,752 | |
| Memorandum items | ||||
| Pledged assets | none | none | none | |
| Contingent liabilities | 53 | 847 | 650 | 823 |
Parent Company statement of cash flows
| MSEK | Note | 2009 | 2008 | 2007 |
|---|---|---|---|---|
| Operations | ||||
| Income before taxes | 490 | –122 | –694 | |
| Adjustment for items not affecting cash flow | 54 | –342 | –171 | 580 |
| Financial items received | 746 | 596 | 481 | |
| Financial items paid | –623 | –604 | –405 | |
| Income tax paid | –1 | –10 | –2 | |
| Dividends received | 251 | 243 | 308 | |
| Change in other operating capital employed | 104 | –17 | 85 | |
| Cash flow from operations | 626 | –85 | 353 | |
| Investing activities | ||||
| Investments in fixed assets | 45 | –0 | –0 | –1 |
| Investments in equities | 46 | –0 | –53 | –112 |
| Cash flow from investing activities | –1 | –54 | –113 | |
| Financing activities | ||||
| Investments in other financial fixed assets | 219 | –1,847 | 884 | |
| Decrease/increase in current financial investments | –21 | 1,736 | –430 | |
| Repayment of debt | –700 | –2 | – | |
| Group contributions received | – | – | 38 | |
| Group contributions paid | – | –182 | – | |
| Shareholder contributions received | – | 900 | – | |
| Payments received for warrants | 22 | – | – | |
| Shareholder contributions paid | – | – | –482 | |
| Dividend paid | –164 | –245 | –250 | |
| Cash flow from financing activities | –645 | 361 | –241 | |
| Cash flow for the year | –19 | 223 | – | |
| Liquid funds at beginning of year | 223 | – | – | |
| Liquid funds at end of year1) | 203 | 223 | – |
1) Liquid funds include interest-bearing financial current assets as from December 2008. Previously, these constituted a portion of the internal financing from Securitas and, were, therefore offset against other internal financing.
Parent Company changes in shareholders' equity
| Retained earnings | ||||
|---|---|---|---|---|
| MSEK | Share capital 1), 3) | Other capital contributed2), 4) |
incl. Net income for the year 4) |
Total |
| Opening balance 2007 | 365 | 4,599 | –85 | 4,879 |
| Dividend paid | – | – | –250 | –250 |
| Translation differences | – | – | –54 | –54 |
| Group contributions | – | – | –122 | –122 |
| Tax effect on Group contributions | – | – | 34 | 34 |
| Net income for the year | – | – | –723 | –723 |
| Closing balance 2007 | 365 | 4,599 | –1,200 | 3,764 |
| Opening balance 2008 | 365 | 4,599 | –1,200 | 3,764 |
| Shareholder contributions received | – | 900 | – | 900 |
| Dividend paid | – | – | –245 | –245 |
| Translation differences | – | – | 156 | 156 |
| Group contributions | – | – | –4 | –4 |
| Tax effect on Group contributions | – | – | 1 | 1 |
| Net income for the year | – | – | –153 | –153 |
| Closing balance 2008 | 365 | 5,499 | –1,444 | 4,420 |
| Opening balance 2009 | 365 | 5,499 | –1,444 | 4,420 |
| Dividend paid | – | – | –164 | –164 |
| Translation differences | – | – | –76 | –76 |
| Group contributions | – | – | 74 | 74 |
| Tax effect on Group contributions | – | – | –20 | –20 |
| Revaluation of cash flow hedges | – | – | –6 | –6 |
| Capital contributed via warrants | – | 22 | – | 22 |
| Net income for the year | – | – | 358 | 358 |
| Closing balance 2009 | 365 | 5,521 | –1,277 | 4,609 |
1) For information on the number of issued shares refer to Note 50.
2) Includes statutory reserves of TSEK 20.
3) Shares issued in the Parent Company consist of both Class A and Class B shares. Each Class A share carries 10 votes and each Class B share carries 1 vote. For information on distribution refer to Note 50.
4) Retained profits are comprised of Other capital contributed and Retained earnings incl. Net income for the year.
The Parent Company's financial statements are prepared in accordance with the Swedish Annual Accounts Act and the Swedish Final Reporting Board (RFR) 2:2 Accounting for Legal Entities. The Parent Company thereby applies the same accounting principles as the Group, where relevant, except in the cases stipulated below. Differences between the Parent Company's and the Group's accounting principles arise as a result of the limited applicability of IFRS for the Parent Company, due to the regulations of the Swedish Annual Accounts Act, the Swedish Act on the Safeguarding of Pension Commitments, etc., and due to the alternatives stipulated in RFR 2:2.
IAS 17 Leases
Financial leases cannot be accounted for at legal entity level, as specific rules on taxation are not available or are not complete. At legal entity level, therefore, financial leases can be reported according to the requirements for operational lease agreements.
IAS 19 Employee Benefits
According to the Swedish Act on the Safeguarding on Pension Commitments, etc., the Parent Company cannot report any defined contribution plans as defined benefit plans at legal entity level. Pension solutions either fall within the framework of the ITP plan insured via Alecta, which is described in the Group's accounting principles, or, in all material aspects, consist of other defined contribution plans.
Anticipated dividend
An anticipated dividend from a subsidiary is reported as income in the Parent Company if the Parent Company has the sole right to decide on the amount of the dividend and if the Parent Company determined the level of the dividend prior to publication of its financial statements, and has ensured that the dividend does not exceed the subsidiary's dividend capacity.
Financial instruments
The Parent Company applies the exception in RFR 2:2 Accounting for legal entities, paragraph 71, which implies that the Parent Company assesses all financial instruments based on their acquisition value according to the Swedish Annual Accounts Act. The Parent Company also applies the exception in RFR 2:2 paragraph 11, which implies that no information is provided in accordance with IFRS 7
or IAS 1 paragraph 124 A-124 C. In addition, the Parent Company applies the exception in RFR 2 paragraph 72. This implies that the Parent Company does not apply the rules on assessment and recognition regarding any indemnity agreements benefiting subsidiaries. In accordance with RFR 2:2, the Parent Company, instead, applies IAS 37, Provisions, contingent liabilities and contingent assets.
IAS 21 Effects of changes in foreign exchange rates
Paragraph 32 in IAS 21 states that exchange rate differences constituting a portion of a reporting entity's net investments in a foreign operation shall be reported via the statement of income in the separate financial statements of the reporting company. RFR 2:2 p. 43 states that such exchange rate differences should, instead, be reported directly in shareholders' equity in accordance with the Swedish Annual Accounts Act, Chapter 4, Section 14. Loomis follows this paragraph in RFR 2:2 and reports exchange rate differences that fulfil the criteria for net investments, that is, loans for which settlement is neither planned nor likely to occur, via the translation reserve in shareholders' equity.
Receivables and liabilities in foreign currencies
Receivables and liabilities in foreign currencies have been translated to SEK at the rate prevailing on the balance sheet date and the difference between the acquisition value and the value on the balance sheet date has been taken up as income. Receivables in foreign currencies constituting a portion of the Company's net investments in foreign subsidiaries are also assessed using the rate prevailing on balance sheet date. Exchange rate differences on these receivables are eliminated from the statement of income and are reported directly in shareholders' equity in the balance sheet.
UFR 7 Group contributions and shareholders' contributions
Group contributions received or provided by the Parent Company are reported via shareholders' equity in the Parent Company. The Company applies the same principles as in the previous year.
Note 37 Events after the balance sheet date
See information about the Group in Note 5.
Note 38 Transactions with related parties
Subsidiaries in the Group, Board members in the Company's Board of Directors, the Group's senior executives as well as close family members to these individuals are regarded as related parties. Companies in which a significant number of the votes are directly or indirectly held by the above-mentioned individuals or companies in which individuals have a significant influence are also regarded as related parties.
Transactions with related parties refer to administration contributions and other revenue from subsidiaries, dividends from subsidiaries, interest income and interest expenses from and to subsidiaries, as well as receivables and liabilities to and from subsidiaries.
Until the separation from Securitas AB on December 9, 2008, other companies within the Securitas Group have been reported as related parties. For further information regarding transactions with other companies within the Securitas Group up until the separation on December 9, 2008, refer to previous annual reports.
Transactions with other companies within the Loomis Group are listed in the tables below:
Income from other companies within the Loomis Group
| MSEK | 2009 | 2008 | 2007 |
|---|---|---|---|
| Administration contributions | 215 | 179 | 151 |
| Interest income | 236 | 171 | 227 |
Expenses relating to other companies within the Loomis Group
| MSEK | 2009 | 2008 | 2007 |
|---|---|---|---|
| Administrative expenses | – | 179 | 151 |
| Interest expenses | 4 | 18 | 28 |
Receivables from other companies within the Loomis Group
| MSEK | 2009 | 2008 | 2007 |
|---|---|---|---|
| Interest-bearing long-term receivables from subsidiaries |
3,400 | 3,619 | 1,299 |
| Current receivables from subsidiaries | 296 | 246 | 311 |
| Interest-bearing current receivables from subsidiaries |
464 | – | 1,452 |
| Prepaid expenses and accrued income | 18 | – | 5 |
Liabilities to other companies within the Loomis Group
| MSEK | 2009 | 2008 | 2007 |
|---|---|---|---|
| Current liabilities to subsidiaries | 55 | 54 | 3 |
| Interest-bearing current liabilities | |||
| to subsidiaries | 666 | – | 284 |
| Accrued expenses and prepaid income | – | – | 10 |
All transactions with related parties are executed based on market conditions.
Note 39 Financial risk management
The table below presents an analysis of the Parent Company's financial liabilities classified according to the time remaining from the balance sheet date until the contractual maturity date. The amounts shown in the table refer to contractual discounted cash-flows.
For further information regarding the Parent Company's financial risk management refer to Note 6.
| Less than | Between | More than | |
|---|---|---|---|
| Per December 31, 2009 | 1 year | 1 and 5 years | 5 years |
| External bank loans | 823 | 1,430 | – |
| Accounts payable and | |||
| other liabilities | 72 | – | – |
| 895 | 1,430 | – | |
| Less than | Between | More than | |
| Per December 31, 2008 | 1 year | 1 and 5 years | 5 years |
| External bank loans | – | 2,953 | – |
| Accounts payable and | |||
| other liabilities | 58 | – | – |
| 58 | 2,953 | – | |
| Less than | Between | More than | |
| Per December 31, 2007 | 1 year | 1 and 5 years | 5 years |
| Internal loans Securitas | 2,411 | – | – |
| Accounts payable and | |||
| other liabilities | 109 | – | – |
| 2,519 | – | – |
Note 40 Administrative expenses and items affecting comparability
Specification of expenses by type
| MSEK | Note | 2009 | 2008 | 2007 |
|---|---|---|---|---|
| Depreciation, amortization and impairment | 45 | 0 | 1 | 0 |
| Personnel expenses | 41 | 43 | 36 | 50 |
| Vehicle expenses | 1 | 1 | 1 | |
| Costs of premises | 4 | 4 | 3 | |
| Costs of technical equipment | 7 | 3 | 2 | |
| Consulting expenses | 5 | 68 | 158 | |
| Administrative expenses | 6 | 15 | 22 | |
| Other expenses | 2 | 14 | 28 | |
| Total expenses by type | 67 | 141 | 264 |
Costs of employee benefits
| MSEK | Note | 2009 | 2008 | 2007 |
|---|---|---|---|---|
| Salaries and bonuses | 41 | 29 | 23 | 31 |
| Social security expenses | 41 | 9 | 7 | 9 |
| Pension costs – defined contribution plans | 41 | 5 | 6 | 9 |
| Total expenses by type | 43 | 36 | 50 |
Audit fees and reimbursements
| MSEK | 2009 | 2008 | 2007 |
|---|---|---|---|
| PricewaterhouseCoopers | |||
| – Audit assignments | 3 | 3 | 3 |
| – Other assignments | 4 | 1 | 2 |
| Total PricewaterhouseCoopers | 7 | 4 | 5 |
| Other auditors | |||
| – Other assignments | – | – | 58 |
| Total audit fees and reimbursements | 7 | 4 | 63 |
Auditing assignments include the auditing of the annual report, interim reports and accounting records, and the administration of the Board of Directors and President. Also included are advisory services provided in conjunction with observations from the audit. All other assignments are classified as other assignments. Other assignments during 2007 were related to LCM-investigations.
Items Affecting Comparability
A final agreement was entered into in June 2008 with the Bank of England, regarding Loomis Cash Management Limited's (LCM) declarations which were not in accordance with Bank of England's Note Circulations Scheme. The agreement resulted in a payment of MSEK 332 (MGBP 28) to the Bank of England. This cost was borne by Loomis AB in 2008, but was reflected in the Group's earnings in 2007.
Note 41 Personnel
| 2009 2008 2007 Sweden 13 16 13 |
Average number of full time equivalent employees: distribution by gender | ||||||
|---|---|---|---|---|---|---|---|
| (of whom men) (9) (10) (7) |
Total personnel costs: Board of Directors, President and other employees
| 2009 | 2008 | 2007 | |||||||
|---|---|---|---|---|---|---|---|---|---|
| Social | Social | Social | |||||||
| security | (of which | security | (of which | security | (of which | ||||
| MSEK | Salaries | expenses | pensions) | Salaries | expenses | pensions) | Salaries | expenses | pensions) |
| Board and President | 10 | 5 | (2) | 6 | 3 | (1) | 17 | 11 | (6) |
| Other employees | 19 | 9 | (3) | 17 | 10 | (5) | 14 | 7 | (3) |
| Total | 29 | 14 | (5) | 23 | 13 | (6) | 31 | 18 | (9) |
Note 41 Personnel, cont.
The President received variable remuneration in 2009 amounting to MSEK 4. The President did not receive any variable remuneration in 2008. In 2007, the departing President received salary and severance pay for the 2007 financial year of MSEK 16.
The remuneration to the current President constitutes basic salary, variable remuneration, pension and insurance benefits, and a company car. The variable remuneration is capped at 100 percent of the basic salary. The President's pension and absence due to illness benefits correspond to 30 percent of the basic salary. In the event of termination of the employment agreement on the part of the Company, the President is entitled to twelve months' notice and to severance pay corresponding to twelve months' salary. Further information on remuneration to senior executives is shown in Note 11.
| Absence due to illness, % | 2009 | 2008 | 2007 |
|---|---|---|---|
| Total absence due to illness | 0.1 | 0.1 | 1.7 |
| – long-term absence due to illness |
0.0 | 0.0 | 0.0 |
| – absence due to illness for men | 0.0 | 0.1 | 0.3 |
| – absence due to illness for women |
0.0 | 0.0 | 1.4 |
| – employees up to the age of 29 years |
0.0 | 0.0 | 0.0 |
| – employees between 30 and 49 years of age |
0.1 | 0.1 | 1.5 |
| – employees age 50 years and over |
0.0 | 0.0 | 0.2 |
Note 42 Result from participations in Group companies
| MSEK | 2009 | 2008 | 2007 |
|---|---|---|---|
| Losses related to disposal of subsidiaries | – | – | –6 |
| Dividends | 224 | 245 | 262 |
| Impairment losses on shares in subsidiaries | – | –74 | –482 |
| Impairment losses on receivables from subsidiaries | – | – | –430 |
| Total result from participations in Group companies | 224 | 171 | –656 |
Losses related to the disposal of subsidiaries in 2007, refer to Securitas France Transport de Fonds.
Impairment losses on shares in subsidiaries in 2008 relate to Denmark. Impairment losses on shares in subsidiaries and impairment losses on receivables from subsidiaries in 2007 relate to LCM.
Pricing of transactions between the Parent Company and subsidiaries is based on consideration of commercial principles. These transactions have Loomis AB, Corporate Identification Number 556620-8095, as Parent Company.
Note 43 Result from other financial investments
Financial income
| MSEK | 2009 | 2008 | 2007 |
|---|---|---|---|
| Interest income | 238 | 193 | 260 |
| Exchange rate differences | 669 | 413 | 429 |
| Financial income | 908 | 606 | 689 |
| Financial expenses | |||
| MSEK | 2009 | 2008 | 2007 |
| Interest expenses | –110 | –189 | –187 |
| Exchange rate differences | –664 | –417 | –427 |
| Other financial expenses | –14 | – | – |
| Financial expenses | –789 | –606 | –614 |
| Financial income and expenses, net | 119 | 0 | 76 |
Note 44 Tax on income for the year
Statement of income
| 2009 | % | 2008 | % | 2007 | % |
|---|---|---|---|---|---|
| –65 | –15.9 | –28 | –22.7 | 0 | 0.0 |
| –3 | –0.7 | – | – | – | – |
| 18 | 4.4 | –3 | –2.7 | –30 | –4.3 |
| –50 | –12.2 | –31 | –25.4 | –30 | –4.3 |
The Swedish corporate tax rate was 26.3 percent in 2009 and was 28 percent in 2008 and 2007. The total tax rate on income before taxes was –12.2 percent (–25.4 and –4.3). During 2009, The Swedish Tax Agency has refused allowances for expenses in conjunction with the liquidation of LCM. This decision will be appealed. A possible negative outcome of the case will only affect cash-flow and not the results.
Difference between statutory Swedish tax rate and actual tax expenses for the Parent Company
| MSEK | 2009 | % | 2008 | % | 2007 | % |
|---|---|---|---|---|---|---|
| Tax based on Swedish tax rate | –107 | –26.3 | 34 | 28.0 | 194 | 28.0 |
| Taxes attributable to previous periods | –3 | –0.7 | –3 | –2.5 | – | – |
| Foreign taxes | 0 | 0.0 | –1 | –0.5 | – | – |
| Non-deductible expenses/non-taxable income, net | 61 | 14.8 | –61 | –50.4 | –224 | –32.3 |
| Total tax expenses | –50 | –12.2 | –31 | –25.4 | –30 | –4.3 |
Non-deductible expenses/non-taxable income in 2009 consists mainly of anticipated dividends. The main items in 2008 were damages to the Bank of England, impairment losses on shares in subsidiaries, and anticipated dividends. The main items in 2007 consisted primarily of impairment losses on shares in subsidiaries, impairment losses on receivables from subsidiaries and anticipated dividends.
Balance sheet
| MSEK | Dec 31, 2009 | Dec 31, 2008 | Dec 31, 2007 |
|---|---|---|---|
| Deferred tax assets/tax liabilities | |||
| Tax on foreign exchange effects reported directly in shareholders' equity | 2 | –37 | 21 |
| Tax on reserve for severance pay | – | 1 | 5 |
| Total deferred tax assets/tax liabilities, net | 2 | –35 | 26 |
| Statement of changes in deferred tax assets | |||
| Opening balance | 1 | 26 | – |
| Change in items reported in the statement of income | –1 | –3 | 5 |
| Change in items reported in shareholders' equity | 2 | –21 | 21 |
| Closing balance | 2 | 1 | 26 |
| Change during the year | 1 | –24 | 26 |
| Statement of changes in deferred tax liabilities | |||
| Opening balance | –37 | – | – |
| Reclassification to current tax liabilities | 37 | – | – |
| Change in items reported in shareholders' equity | – | –37 | – |
| Closing balance | – | –37 | – |
| Change during the year | 37 | –37 | – |
| Current tax assets/tax liabilities | |||
| Current tax assets | 1 | 1 | 3 |
| Current tax liabilities | –88 | –16 | – |
| Current tax assets/tax liabilities, net* | –86 | –16 | 3 |
* The reclassification from deferred tax liabilities to current tax liabilities amount to MSEK –37.
Note 45 Machinery and equipment
| MSEK | Dec 31, 2009 | Dec 31, 2008 | Dec 31, 2007 |
|---|---|---|---|
| Opening acquisition costs | 2 | 2 | 1 |
| Capital expenditures | 0 | 0 | 1 |
| Closing accumulated acquisition costs | 2 | 2 | 2 |
| Opening depreciation | –1 | –1 | –0 |
| Depreciation for the year | –0 | –1 | –0 |
| Closing accumulated depreciation | –1 | –1 | –1 |
| Closing residual value according to plan | 1 | 1 | 1 |
Note 46 Shares in subsidiaries
| Corporate | ||||
|---|---|---|---|---|
| Subsidiary | Identification Number | Registered Offices | Share of equity, % | Book value (MSEK) |
| Loomis Norge Holding AS | 984912277 | Norway | 100 | 34 |
| Loomis Sverige AB | 556191-0679 | Sweden | 100 | 69 |
| Loomis Schweiz SA | 539636 | Switzerland | 100 | 4 |
| Loomis Holding UK Ltd | 2586369 | UK | 100 | 832 |
| Loomis Österreich GmbH | FN 104649x | Austria | 99 | 57 |
| Loomis Holder Spain SL | B-83379685 | Spain | 100 | 870 |
| Loomis Suomi Oy | 1773520-6 | Finland | 100 | 171 |
| Loomis France SAS | 497048597 | France | 100 | 421 |
| Loomis Holding France | 498543222 | France | 100 | 77 |
| Loomis Holding US, Inc. | 47-0946103 | USA | 100 | 689 |
| Loomis Danmark A/S | 10082366 | Denmark | 100 | 86 |
| Loomis Reinsurance Ireland Ltd | 152439 | Ireland | 100 | 110 |
| Loomis International Services GmbH | FN 320790 | Austria | 100 | 0 |
| Loomis Slovensko, s.r.o. | 44 557 302 | Slovakia | 100 | 0 |
| Total shares in subsidiaries | 3,420 |
Shares in subsidiaries
| MSEK | 2009 |
|---|---|
| Opening balance | 3,420 |
| Loomis International Services | 0 |
| Loomis Slovensko s.r.o. | 0 |
| Closing balance | 3,420 |
Loomis International Services and Loomis Slovensko s.r.o were founded during the year.
Note 47 Current receivables from subsidiaries
This amount consists of anticipated dividends for 2009 and Group contributions from Loomis Sverige AB.
Note 48 Other current receivables
| MSEK | Dec 31, 2009 | Dec 31, 2008 | Dec 31, 2007 |
|---|---|---|---|
| Other current receivables | 4 | 7 | 1 |
| Total other current receivables | 4 | 7 | 1 |
Note 49 Prepaid expenses and accrued income
| MSEK | Dec 31, 2009 | Dec 31, 2008 | Dec 31, 2007 |
|---|---|---|---|
| Prepaid licence fees | – | 1 | 4 |
| Prepaid insurance premiums | 8 | 2 | 0 |
| Accrued interest income | 21 | 16 | 5 |
| Other items | 1 | 1 | 1 |
| Total prepaid expenses and accrued income | 31 | 20 | 10 |
Note 50 Changes in shareholders' equity
As per December 31, 2009, the total number of issued shares outstanding was 73,011,780, with a quotient value of SEK 5. Changes in the share capital and the number of shares since 2004 are as follows:
| Increase in | |
|---|---|
| Number of shares | share capital |
| 100,000 | 100,000 |
| 364,958,897 | 364,958,897 |
| 3 | 3 |
| –292,047,120 | – |
| 73,011,780 | 365,058,900 |
Shares issued in the Parent Company consist of both Class A and Class B shares. Each Class A share carries ten votes and each Class B share one vote.
| Number of | ||
|---|---|---|
| Class of shares | Voting Rights | shares outstanding |
| A | 10 | 3,428,520 |
| B | 1 | 69,583,260 |
| Total shares outstanding | 73,011,780 |
The Parent Company holds receivables from subsidiaries representing a permanent portion of the financing of subsidiaries in the USA.
Shareholders with more than 10 percent of the votes
The major shareholders are SäkI AB which, together with Investment AB Latour, holds 11.1 percent of the capital and 29.7 percent of the votes, and Melker Schörling AB, which holds 8.6 percent of the capital and 13.9 percent of the votes. The major shareholders also hold, from time to time, an indirect ownership through other companies.
spect to the composition of the Board, the dividend policy, resolutions concerning changes in the articles of association or share capital, significant acquisitions or transfers, and the appointment of the CEO, and which also contains an agreement concerning pre-emptive rights should either party dispose of Class A shares. Apart from this, the Board of Loomis is not aware of any other shareholders' agreements, or any other agreements between shareholders in the Company aimed at exercising collective influence over the Company.
These shareholders have entered into a shareholders' agreement, according to which the parties aim to coordinate their actions with re-
Note 51 Untaxed reserves
| MSEK | Dec 31, 2009 | Dec 31, 2008 | Dec 31, 2007 |
|---|---|---|---|
| Allocation to tax allocation reserve | 82 | – | – |
| Total untaxed reserves | 82 | – | – |
Note 52 Accrued expenses and prepaid income
| MSEK | Dec 31, 2009 | Dec 31, 2008 | Dec 31, 2007 |
|---|---|---|---|
| Accrued personnel costs | 5 | 3 | 3 |
| Accrued consultancy fees | 1 | 0 | 18 |
| Accrued interest expenses | 15 | 7 | 5 |
| Accrued administrative contributions | – | – | 9 |
| Other accrued expenses | 34 | 43 | 19 |
| Total accrued expenses and prepaid income | 54 | 53 | 55 |
Note 53 Contingent liabilities
| MSEK | Dec 31, 2009 | Dec 31, 2008 | Dec 31, 2007 |
|---|---|---|---|
| Guarantees for bank credit | 804 | 529 | 821 |
| Rental guarantees | 0 | 2 | 2 |
| Other contingent liabilities | 43 | 120 | 0 |
| Total contingent liabilities | 847 | 650 | 823 |
Contingent liabilities consist mainly of payment and capital adequacy guarantees for subsidiaries. It is difficult to assess whether these contingent liabilities will result in any financial outflow.
Loomis AB has a policy to support subsidiaries when necessary. For further information refer to Note 6.
Note 54 Items not affecting cash flow
| MSEK | 2009 | 2008 | 2007 |
|---|---|---|---|
| Interest income | –907 | –606 | –481 |
| Interest expenses | 789 | 606 | 405 |
| Result from participations in Group companies | –224 | –171 | 656 |
| Items affecting comparability | – | – | – |
| Amortization and depreciation | 0 | 0 | 0 |
| Total items not affecting cash flow | –342 | –171 | 580 |
The Parent Company and consolidated income statements and balance sheets are subject to adoption at the Annual General Meeting on 29 April 2010.
The Board and the President certify that the consolidated financial statements have been prepared in accordance with International Financial Reporting Standards (IFRSs) as adopted by the EU, and provide a true and fair view of the financial position and performance of the Group. The annual report has been prepared in accordance with generally
accepted accounting principles, and provides a true and fair view of the financial position and performance of the Parent Company.
The administration report for the Group and Parent Company provides a true and fair view of the development of the activities, financial position, and performance of the Group and Parent Company, and describes the significant risks and uncertainties faced by the Parent Company and companies which form part of the Group.
Stockholm, March 11, 2010
Alf Göransson Chairman
Jacob Palmstierna Board Member
Jan Svensson Board Member Ulrik Svensson Board Member
Marie Ehrling Board Member
Lars Blecko President and CEO
Our audit report was presented on March 12, 2010 PricewaterhouseCoopers AB
Anders Lundin Authorized Public Accountant
Audit Report (translation of the Swedish original)
To the annual meeting of the shareholders of Loomis AB (publ) Corporate Identity Number 556620-8095
We have audited the annual accounts, the consolidated accounts, the accounting records and the administration of the board of directors and the president of Loomis AB for the year 2009. The company's annual accounts and the consolidated accounts are included in the printed version on pages 29–82. The board of directors and the president are responsible for these accounts and the administration of the company as well as for the application of the Annual Accounts Act when preparing the annual accounts and the application of international financial reporting standards IFRSs as adopted by the EU and the Annual Accounts Act when preparing the consolidated accounts. Our responsibility is to express an opinion on the annual accounts, the consolidated accounts and the administration based on our audit.
We conducted our audit in accordance with generally accepted auditing standards in Sweden. Those standards require that we plan and perform the audit to obtain reasonable assurance that the annual accounts and the consolidated accounts are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the accounts. An audit also includes assessing the accounting principles used and their application by the board of directors and the president and significant estimates made by the board of directors and the president when preparing the annual accounts and consolidated accounts as well as evaluating the overall presentation of information in the annual accounts and the consolidated accounts. As a basis for our opinion concerning discharge from liability, we examined significant decisions, actions taken and circumstances of the company in order to be able
to determine the liability, if any, to the company of any board member or the president. We also examined whether any board member or the president has, in any other way, acted in contravention of the Companies Act, the Annual Accounts Act or the Articles of Association. We believe that our audit provides a reasonable basis for our opinion set out below.
The annual accounts have been prepared in accordance with the Annual Accounts Act and give a true and fair view of the company's financial position and results of operations in accordance with generally accepted accounting principles in Sweden. The consolidated accounts have been prepared in accordance with international financial reporting standards IFRSs as adopted by the EU and the Annual Accounts Act and give a true and fair view of the group's financial position and results of operations. The statutory administration report is consistent with the other parts of the annual accounts and the consolidated accounts.
We recommend to the annual meeting of shareholders that the income statements and balance sheets of the parent company and the group be adopted, that the profit of the parent company be dealt with in accordance with the proposal in the administration report and that the members of the board of directors and the president be discharged from liability for the financial year.
Stockholm March 12, 2010 PricewaterhouseCoopers AB
Anders Lundin Authorized Public Accountant
Quarterly Data
Statement of Income
| Full year | Full year | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| MSEK | Q4/09 | Q3/09 | Q2/09 | Q1/09 | 2009 | Q4/08 | Q3/08 | Q2/08 | Q1/08 | 2008 |
| Revenue, continuing operations | 2,879 | 2,901 | 2,994 | 3,160 | 11,934 | 3,081 | 2,796 | 2,521 | 2,500 | 10,899 |
| Revenue, acquired business | 1 | 3 | 23 | 28 | 55 | 26 | 40 | 148 | 147 | 360 |
| Total Revenue | 2,880 | 2,904 | 3,018 | 3,187 | 11,989 | 3,107 | 2,836 | 2,669 | 2,647 | 11,258 |
| Organic Growth, % | –3 | –4 | –4 | –1 | –3 | 2 | 4 | 4 | 2 | 3 |
| Production Expenses | –2,237 | –2,256 | –2,375 | –2,507 | –9,374 | –2,434 | –2,189 | –2,090 | –2,086 | –8,800 |
| Gross Income | 643 | 648 | 643 | 681 | 2,615 | 673 | 647 | 579 | 560 | 2,459 |
| Gross margin, % | 22.3 | 22.3 | 21.3 | 21.4 | 21.8 | 21.6 | 22.8 | 21.7 | 21.2 | 21.8 |
| Selling and administrative expenses | –407 | –415 | –460 | –495 | –1,778 | –433 | –441 | –416 | –420 | –1,711 |
| Selling & Admin, % | –14.1 | –14.3 | –15.3 | –15.5 | –14.8 | –14.0 | –15.6 | –15.6 | –15.9 | –15.2 |
| Operating income before amortization (EBITA) | 237 | 233 | 183 | 185 | 837 | 239 | 205 | 163 | 141 | 748 |
| Operating margin before amortization, (EBITA), % | 8.2 | 8.0 | 6.1 | 5.8 | 7.0 | 7.7 | 7.2 | 6.1 | 5.3 | 6.6 |
| Amortization of acquisition-related | ||||||||||
| intangible assets | –4 | –4 | –4 | –4 | –17 | –4 | –3 | –3 | –4 | –15 |
| Operating income (EBIT) | 233 | 229 | 179 | 181 | 821 | 235 | 202 | 159 | 136 | 733 |
| Operating margin (EBIT), % | 8.1 | 7.9 | 5.9 | 5.7 | 6.8 | 7.6 | 7.1 | 6.0 | 5.2 | 6.5 |
| Financial income | 3 | 4 | 3 | 5 | 15 | 12 | 7 | 6 | 10 | 35 |
| Finacial expenses | –29 | –30 | –34 | –36 | –130 | –55 | –52 | –46 | –46 | –199 |
| Income after financial items | 206 | 202 | 148 | 150 | 706 | 192 | 157 | 119 | 101 | 569 |
| Income tax | –56 | –61 | –44 | –45 | –206 | –78 | –73 | 38 | –33 | –145 |
| Income for the period | 150 | 142 | 103 | 105 | 500 | 115 | 84 | 157 | 68 | 424 |
Revenues and Income for the Year by Segment, Summary
| Full year | Full year | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| MSEK | Q4/09 | Q3/09 | Q2/09 | Q1/09 | 2009 | Q4/08 | Q3/08 | Q2/08 | Q1/08 | 2008 |
| Loomis Europe | ||||||||||
| Revenue | 1,892 | 1,891 | 1,902 | 1,932 | 7,618 | 1,931 | 1,855 | 1,773 | 1,761 | 7,320 |
| Organic growth, % | –1 | –2 | –4 | –2 | –2 | 1 | 2 | 3 | 1 | 2 |
| Operating income before amortization (EBITA) | 186 | 203 | 154 | 147 | 691 | 199 | 175 | 139 | 131 | 644 |
| Operating margin before amortization, (EBITA), % | 9.8 | 10.7 | 8.1 | 7.6 | 9.1 | 10.3 | 9.4 | 7.8 | 7.4 | 8.8 |
| Loomis USA | ||||||||||
| Revenue | 988 | 1,013 | 1,115 | 1,255 | 4,372 | 1,176 | 981 | 896 | 885 | 3,938 |
| Organic growth, % | –6 | –7 | –4 | 2 | –4 | 4 | 9 | 7 | 4 | 6 |
| Operating income before amortization (EBITA) | 71 | 55 | 58 | 67 | 251 | 66 | 52 | 48 | 31 | 197 |
| Operating margin before amortization, (EBITA), % | 7.1 | 5.4 | 5.2 | 5.3 | 5.7 | 5.6 | 5.3 | 5.3 | 3.5 | 5.0 |
Cash Flow Statement, Supplementary Information
| Full year | Full year | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| MSEK | Q4/09 | Q3/09 | Q2/09 | Q1/09 | 2009 | Q4/08 | Q3/08 | Q2/08 | Q1/08 | 2008 |
| Operating income before amortization (EBITA) | 237 | 233 | 183 | 185 | 837 | 239 | 205 | 163 | 141 | 748 |
| Depreciation | 175 | 184 | 196 | 198 | 752 | 187 | 169 | 162 | 157 | 675 |
| Change in accounts receivable | 132 | –62 | –0 | 15 | 85 | 172 | 17 | –33 | –77 | 79 |
| Change in other operating capital employed | 15 | 13 | 24 | –135 | –82 | –84 | 175 | 64 | –385 | –231 |
| Cash flow from operating activities | ||||||||||
| before investments | 559 | 368 | 402 | 263 | 1,592 | 514 | 566 | 355 | –164 | 1 271 |
| Investments in fixed assets, net | –274 | –153 | –209 | –168 | –803 | –292 | –196 | –222 | –119 | –829 |
| Cash flow from operating activities | 286 | 215 | 193 | 95 | 789 | 222 | 370 | 133 | –283 | 442 |
| Cash flow from operating activities as a % of operating income before amortization (EBITA) |
121 | 93 | 106 | 51 | 94 | 93 | 180 | 82 | n/a | 59 |
| Financial items received/paid | –25 | –31 | –15 | –38 | –109 | –45 | –45 | –42 | –36 | –168 |
| Income tax paid | 3 | –31 | –81 | –39 | –147 | –16 | 12 | –6 | 4 | –6 |
| Free cash flow | 264 | 154 | 98 | 18 | 533 | 161 | 337 | 85 | –315 | 268 |
| Cash flow effect of items affecting comparability | ||||||||||
| and acquisition-related restructuring costs | –0 | –0 | –1 | –2 | –3 | –25 | –15 | –410 | –7 | –457 |
| Divestiture of operations | – | – | – | – | – | – | 1 | – | – | 1 |
| Acquisition of operations | – | – | –9 | – | –9 | – | –11 | –41 | – | –52 |
| Dividend paid | – | – | –164 | – | –164 | – | – | – | –245 | –245 |
| Group contributions paid | – | – | – | – | – | – | – | – | –182 | –182 |
| Shareholder contributions received | – | – | – | – | – | 500 | 400 | – | – | 900 |
| Repayment of leasing liabilities | –6 | –12 | –12 | –8 | –38 | –1 | –8 | –12 | –22 | –43 |
| Change in interest-bearing net debt | ||||||||||
| excl. liquid funds | –290 | 8 | –80 | –183 | –545 | –199 | –720 | 386 | 743 | 210 |
| Cash flow for the period | –32 | 149 | –169 | –174 | –226 | 436 | –17 | 9 | –27 | 402 |
Balance Sheet, Summary
| MSEK | Q4/09 | Q3/09 | Q2/09 | Q1/09 | Q4/08 | Q3/08 | Q2/08 | Q1/08 | |
|---|---|---|---|---|---|---|---|---|---|
| Goodwill | 2,760 | 2,713 | 2,959 | 3,100 | 2,965 | 2,666 | 2,416 | 2,392 | |
| Tangible fixed assets | 2,878 | 2,754 | 2,995 | 3,026 | 2,967 | 2,674 | 2,501 | 2,388 | |
| Interest-bearing fixed assets | 46 | 86 | 83 | 51 | 60 | 60 | 152 | 150 | |
| Other fixed assets | 449 | 430 | 495 | 462 | 447 | 441 | 450 | 377 | |
| Interest-bearing current assets | 3 | 1 | 11 | 112 | 355 | 1,068 | – | 369 | |
| Other current assets | 2,018 | 2,257 | 2,335 | 2,491 | 2,119 | 2,204 | 2,184 | 2,154 | |
| Total assets | 8,153 | 8,242 | 8,878 | 9,241 | 8,913 | 9,112 | 7,701 | 7,830 | |
| Shareholders' equity | 3,129 | 2,970 | 2,992 | 3,159 | 2,976 | 2,508 | 1,357 | 1,280 | |
| Interest-bearing long-term liabilities | 1,480 | 1,450 | 1,563 | 64 | 72 | 69 | 79 | 91 | |
| Other long-term liabilities | 820 | 720 | 864 | 864 | 808 | 852 | 770 | 671 | |
| Interest-bearing current liabilities | 855 | 1,183 | 1,283 | 2,899 | 2,987 | 3,632 | 3,583 | 3,537 | |
| Other current liabilities | 1,870 | 1,919 | 2,176 | 2,255 | 2,069 | 2,052 | 1,913 | 2,252 | |
| Total shareholders' equity and liabilities | 8,153 | 8,242 | 8,878 | 9,241 | 8,913 | 9,112 | 7,701 | 7,830 |
Four year overview
Revenues and Income, Summary
| MSEK | 2009 | 2008 | 2007 | 2006 |
|---|---|---|---|---|
| Revenue, continuing operations | 11,934 | 10,899 | 11,107 | 11,474 |
| Revenues, acquired business | 55 | 360 | 290 | – |
| Total revenue | 11,989 | 11,258 | 11,397 | 11,474 |
| Organic growth, % | –3 | 3 | 1 | 5 |
| Operating income before amortization (EBITA) | 837 | 748 | 259 | 655 |
| Operating margin before amortization, (EBITA), % | 7,0 | 6,6 | 2,3 | 5,7 |
| Operating income (EBIT) | 821 | 733 | –437 | –597 |
| Operating margin (EBIT), % | 6,8 | 6,6 | –3,8 | –5,2 |
| Financial income | 15 | 35 | 50 | 36 |
| Financial expenses | –130 | –199 | –178 | –137 |
| Income after financial items | 706 | 569 | –565 | –698 |
| Taxes | –206 | –145 | –316 | 57 |
| Income for the year | 500 | 424 | –881 | –640 |
Cash Flow Statement, Supplementary Information
| MSEK | 2009 | 2008 | 2007 | 2006 |
|---|---|---|---|---|
| Income before amortization (EBITA) | 837 | 748 | 259 | 655 |
| Depreciation | 752 | 675 | 672 | 702 |
| Change in accounts receivable | 85 | 79 | –52 | 1 |
| Change in other operating capital employed | –82 | –231 | 168 | –183 |
| Cash flow from operating activities before investments | 1,592 | 1,271 | 1,046 | 1,175 |
| Investments in fixed assets, net | –803 | –829 | –737 | –837 |
| Cash flow from operating activities | 789 | 442 | 309 | 338 |
| Cash flow from operating activities as % of | ||||
| operating income before amortization (EBITA) | 94 | 59 | 120 | 52 |
| Financial items received/paid | –109 | –168 | –125 | –103 |
| Income tax paid | –147 | –6 | –207 | –210 |
| Free cash flow | 533 | 268 | –22 | 25 |
| Cash flow effect of items affecting comparability | ||||
| and acquisition-related restructuring costs | –3 | –457 | –888 | – |
| Sales of fixed assets (LCM) | ||||
| – | – | 257 | – | |
| Divestiture of operations | – | 1 | – | – |
| Acquisition of operations | –9 | –52 | –281 | – |
| Dividend paid | –164 | –245 | –250 | –227 |
| Group contributions paid | – | –182 | – | – |
| Group contributions received | – | – | 9 | – |
| Shareholder contributions received | – | 900 | – | 3,017 |
| Repayment of leasing liabilities | –38 | –43 | –27 | –86 |
| Change in interest-bearing net debt, excl. liquid funds | –545 | 210 | 1,289 | –2,730 |
Financial Position and Return, Summary
| MSEK | 2009 | 2008 | 2007 | 2006 |
|---|---|---|---|---|
| Goodwill | 2,760 | 2,965 | 2,533 | 2,502 |
| Tangible fixed assets | 2,878 | 2,967 | 2,519 | 2,731 |
| Interest-bearing fixed assets | 46 | 60 | 152 | 4 |
| Other fixed assets | 449 | 447 | 376 | 510 |
| Interest-bearing current assets | 3 | 355 | 698 | 1,110 |
| Other current assets | 2,018 | 2,119 | 2,082 | 1,839 |
| Total assets | 8,153 | 8,913 | 8,360 | 8,697 |
| Equity | 3,129 | 2,976 | 1,505 | 2,755 |
| Interest-bearing long-term liabilities | 1,480 | 72 | 113 | 120 |
| Other long-term liabilities | 820 | 808 | 726 | 1,470 |
| Interest-bearing current liabilities | 855 | 2,987 | 3,291 | 2,424 |
| Other current liabilities | 1,870 | 2,070 | 2,725 | 1,928 |
| Total equity and liabilities | 8,153 | 8,913 | 8,360 | 8,697 |
| Equity ratio, % | 38 | 33 | 18 | 32 |
| Interest-bearing net debt, MSEK | 1,899 | 2,375 | 2,350 | 1,307 |
| Capital employed, MSEK | 5,028 | 5,351 | 3,855 | 4,062 |
| Return on capital employed, % | 17 | 14 | 7 | 16 |
| Return on shareholders' equity, % | 16 | 14 | –59 | –23 |
| Share Data | 2009 | 2008 | 2007 | 2006 |
|---|---|---|---|---|
| Number of outstanding shares, (million) | 73.0 | 73.0 | 73.0 | 73.0 |
| Earnings per share before items affecting comparability, SEK | 6.85 | 5.80 | 0.09 | 4.81 |
| Earnings per share, SEK | 6.85 | 5.80 | –12.06 | –8.77 |
| Shareholders' equity per share, SEK | 42.85 | 40.76 | 20.61 | 37.73 |
The Share
Loomis' Class B share is listed on the NASDAQ, OMX Stockholm, and the Mid Cap list since December 9, 2008. The listing of the share took place in conjunction with the distribution of the shares in Loomis to the shareholders of the previous parent company, Securitas. The shares were allocated according to a split of one Loomis share for five shares in Securitas, pertaining to both Class A and Class B shares.
Loomis' Share Price Compared with the Total Stock Exchange
Loomis' B share rose 60 percent to SEK 78.25 in 2009. The lowest closing price was SEK 46.90, on January 8; the highest closing price was SEK 84, on December 14. The market value for the Class B shares at the end of the fiscal year amounted to MSEK 5,445 (3,410). The OMX Stockholm rose 47 percent in 2009, implying that the Loomis share developed more favorably than the stock market as a whole.
The total yield for Loomis, that is, movements in market prices, including a re-invested dividend of SEK 2.25, amounted to 65 percent in 2009. The total yield for the OMX Stockholm, measured as the total yield index SIXRX, amounted to 53 percent in 2009.
Turnover
The introduction of the EU's MiFiD directive has changed the structure of share trading in Europe. As shares are now traded on more markets than solely the markets on which they are listed, trading has become more fragmented at the same time as total share turnover has increased for a large number of shares. The Loomis share is no longer only traded on the NASDAQ OMX Stockholm, but also on various other markets. However, the OMX Stockholm is responsible for the majority of trading activity, with 80 percent of share turnover in 2009 taking place in Stockholm.
Total turnover for shares in Loomis amounted to 124.4 million shares (16.6 during the 13 days in which the share was listed in 2008), which represents an average yield of 495,702 shares per day (1,279,004). The turnover speed of the Class B share amounted to 179 percent in 2009.
Share Capital
At the end of 2009, the share capital of Loomis amounted to MSEK 365, distributed into 3.4 million Class A shares and 69.6 million Class B shares. All shares have a quotient value of SEK 5.00 and provide entitlement to the same proportion of the Company's earnings and capital. Each Class A share entitles the holder to ten (10) votes, while each Class B share entitles the holder to one (1) vote. Equity per share at yearend amounted to SEK 42.85 (40.76).
Subscription warrant Program
At an Extraordinary General Meeting in February 2009, a resolution was adopted to implement a subscription warrant program for senior executives and key employees. A total of 83 key executives take part in the program. The issue price was determined at SEK 72.50. Subscription to these shares will be possible from March 1, 2013 to May 31, 2013.
The subscription warrant program can, at full subscription and full exercise of all warrants, result in an increase in share capital by a maximum of SEK 12,775,000. Overall, the program may yield a maximum, total dilution of approximately 3.38 percent in relation to capital, and approximately 2.40 percent in relation to the number of votes.
0 5,000 10,000 15,000 20,000 25,000 30,000 Trading volumes of shares in thousands Loomis B OMX Stockholm Jan Feb Mar Apr May Jun Jul Aug Sep Oct Nov Dec SEK Number of shares, 000 40 60 80 100 Source: Six Trust
Share Price Development
Dividends and Dividend Policy
Loomis intends to distribute a dividend to shareholders representing a good direct yield and dividend growth. Concurrently, the Board of Directors has adjusted the dividend rate to favor the Company's strategy, financial position, and other financial objectives and risks which the Board of Directors deems relevant. The annual dividend will, in the long-term, and with regard to the aforementioned considerations, be equivalent to approximately 30–50 percent of the Group's income after tax.
For the 2009 financial year, Loomis' Board of Directors proposes a dividend of SEK 2.65 (2.25) per share. This proposal equates to approximately 39 percent of the profit per share, and a dividend yield, of approximately 3 percent, calculated on the stock market price for the share at year-end.
Ownership
As of December 31, the number of shareholders amounted to 22,151 (26,128). At year end, the ten largest holders controlled 51.0 percent of the capital and 65.6 percent of the votes. Together, the principal owners (SäkI AB, Melker Schörling AB and Latour Investment AB) controlled 19.7 percent of the capital and 43.6 percent of the votes. Swedish owners controlled 69.3 percent of the capital and 78.4 of the votes. Meanwhile, foreign ownership increased to 30.7 percent of the capital and 21.6 of the votes.
Index, Abbreviation and ISIN Code
The Loomis share is listed on NASDAQ OMX Stockholm, on the Nordic MidCap list in the sector Industrial Goods and Services. The share is traded under the abbreviation LOOMB and the ISIN code is SE0002683557.
| Number of Class A shares | Number of Class B shares | Capital, % | Votes, % | |
|---|---|---|---|---|
| SäkI AB | 1,728,520 | 950,000 | 3.7 | 17.6 |
| Melker Schörling AB | 900,000 | 5,400,300 | 8.6 | 13.9 |
| Investment AB Latour | 800,000 | 4,618,000 | 7.4 | 12.1 |
| Länsförsäkringar fondförvaltning AB | 4,268,819 | 5.8 | 4.1 | |
| SEB Investment Management AB | 3,749,315 | 5.1 | 3.6 | |
| Swedbank Robur fonder | 3,529,458 | 4.8 | 3.4 | |
| Didner & Gerge Fonder AB | 3,294,247 | 4.5 | 3.2 | |
| Carlson fonder AB | 2,991,851 | 4.1 | 2.9 | |
| SSB CL Omnibus AC OM07 (15 PCT) | 2,645,464 | 3.6 | 2.5 | |
| Skandia fonder | 2,362,695 | 3.2 | 2.3 | |
| 10 largest owners | 3,428,520 | 33,810,149 | 51.0 | 65.6 |
| Other foreign owners | 19,774,054 | 27.1 | 19.0 | |
| Other Swedish owners | 15,999,057 | 21.9 | 15.4 | |
| Total | 3,428,520 | 69,583,260 | 100.0 | 100.0 |
| Source: Euroclear Sweden AB |
Ownership structure, December 31, 2009
Largest owners, December 31, 2009
| Number of shareholders |
Share of total capital, % |
Share of total votes, % |
|---|---|---|
| 21,053 | 3.4 | 2.4 |
| 694 | 2.1 | 1.5 |
| 122 | 1.2 | 0.9 |
| 182 | 8.6 | 6.0 |
| 100 | 84.7 | 89.2 |
| 22,151 | 100.0 | 100.0 |
Analysts covering Loomis
| Company | Analyst | Telephone |
|---|---|---|
| ABG SC | Henrik Vikström | +46-8-566 286 31 |
| Erik Penser | Lars Norrby | +46-8-463 84 67 |
| CA Chevreux | Niklas Kristoffersson | +46-8-723 51 74 |
| Carnegie | Michael Löfdahl | +46-8-676 86 77 |
| HB Capital Markets | Lars Hallström | +46-8-701 52 96 |
| HQ Bank | Daniel Ek | +46-8-696 19 01 |
| Nordea Markets | Johan Grabe | +46-8-534 91 272 |
| SEB Enskilda | Stefan Andersson | +46-8-522 29 657 |
| UBS | Olof Cederholm | +46-8-45 373 06 |
| Danske Markets | Peter Trigarszky | +46-8-568 80 557 |
Key Ratios
| 2009 | 2008 | 2007 | |
|---|---|---|---|
| Profit/loss per share, SEK1) | 6.85 | 5.80 | –12.06 |
| Dividend, SEK | 2.652) | 2.25 | n/a |
| P/E ratio | 11.4 | 8.4 | n/a |
| Equity per share, SEK | 42.85 | 40.76 | 20.61 |
| Share price, December, 9 | |||
| 2008, SEK | n/a | 58.75 | |
| Share price, December, 31 | |||
| SEK | 78.25 | 49.00 | |
1) Number of outstanding shares amount to 73 011 780.
2) Proposed dividend is SEK 2,65 per share. At the end of 2009, the dividend yield, based on the propsed dividend amoumnted to 3.4 percent.
Reporting dates for interim reports 2010
| January–March | April 29, 2010 |
|---|---|
| January–June | July 30, 2010 |
| January–September | November 5, 2010 |
| January–December | February 10, 2011 |
Notice of Annual General Meeting
NOTICE OF ANNUAL GENERAL MEETING IN LOOMIS AB (PUBL)
The shareholders of Loomis AB are hereby invited to attend the Annual General Meeting ("AGM") to be held at 5 p.m. CET on Thursday 29 April 2010 in Grünewaldsalen at Stockholm Concert Hall, Kungsgatan 43, Stockholm. Registration for the AGM begins at 4 p.m. CET.
Notice of attendance
Shareholders who with to attend the AGM must be recorded in the share register maintained by Euroclear Sweden AB (previously VPC AB), made as of Friday 23 April 2010, and notify the company of their intent to participate in accordance with one of the following alternatives:
via postal mail: Loomis AB, "Årsstämma", Box 7839, 103 98 Stockholm, Sweden via telephone: +46-8-402 90 72 via Loomis website www.loomis.com
Registration shall take place by Friday 23 April 2010, at the latest, preferably before 4 p.m.
On giving notice of attendance, the shareholder shall state name, personal identity number (registration number), address and telephone number. Proxy forms are held available on the company website www.loomis.com and will be sent to shareholders who contact the company and submit their address. Proxy and representative of a legal person shall submit papers of authorization prior to the AGM. As confirmation of the notification, Loomis AB will send an entry card to be presented at registration for the AGM.
In order to participate in the proceedings of the AGM, owners with nominee-registered shares must request their bank or broker to have their shares temporarily owner-registered with Euroclear Sweden AB. Such registration must be made as of Friday 23 April 2010 and the banker or broker should therefore be notified in due time before said date.
Addresses
HEAD OFFICE
Loomis AB PO Box 902 SE-170 09 Solna, Sweden Phone: +46 8 522 920 00 Fax: +46 8 522 920 10 E-mail: [email protected]
AUSTRIA
Loomis Österreich GmbH Nordbahnstrasse 36 1020 Vienna Phone: +43 1 21196 326 Fax: +43 1 21196 319
DEnmark
Loomis Denmark A/S Sydvestvej 98 2600 Glostrup Phone: +45 7026 4242 Fax: +45 7026 7535
Finland
Loomis Suomi Oy PO Box 6000 01511 Vantaa Phone: +358 20 430 3000 Fax: +358 20 430 1050
FRANCE
Loomis France ZAC du Marcreux 20, rue Marcel Carné 93306 Aubervilliers cedex Phone : +33 1 47 40 56 56 Fax : +33 1 47 40 56 22
NORWAY
Loomis Norge AS Postboks 9056 Gronland 0133 Oslo Phone: +47 23 03 80 50 Fax. +47 23 03 80 51
Portugal
Loomis Portugal, S.A Rua Rodrigues Lobo no 2 2799-553 Linda-a-Velha Phone: +351 21 415 4600 Fax: + 351 21 415 4601
SLOVAKIA
Loomis Slovensko, s.r.o. Vinohradnicka 3 821 06 Bratislava Phone: +421 2 4525 8989 Fax: +421 2 4525 8992
SLOVENIA
Loomis d.o.o. Letaliska Cesta 10 2312 Orehova Vas Phone: +43 1 21196 326 Fax: +43 1 21196 319
SPAIN
Loomis Spain, S.A. C/ Retama, 3, 13th Floor 28045 Madrid Phone: +34 91 506 20 40 Fax: +34 91 467 00 17
SWITZERLAND
Loomis Schweiz SA Glattalstrasse 519 8153 Rümlang Phone: +41 43 211 25 08 Fax: +41 43 211 25 72
SWEDEN
Loomis Sverige AB PO Box 902 SE-170 09 Solna, Sweden Phone: 08-522 246 00 Fax: 08-522 246 10
UNITED KINGDOM
Loomis UK Ltd Ground Floor, Vega House Opal Court, Opal Drive Fox Milne Milton Keynes MK15 0DF Phone: +44 1908 355001
USA
Loomis US Inc. 2500 City West Blvd., Ste 900 Houston, TX 77042 Phone: +1 713 435 6700 Fax: +1 713 435 6905
Production: Loomis in cooperation with Hallvarsson & Halvarsson • DTP: Gylling Produktion • Photos: Victor Brott • Printing: Elanders in Falköping 2010.
PO Box 902, SE-170 09 Solna, Sweden. Visiting address: Vallgatan 11, 4th floor Telephone: +46-8-522 920 00, www.loomis.com