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Archive for the ‘Security’ Category

2013 Was A “Ho-Hum” Year For | Robert Perry

We’re calling 2013 a “ho-hum” year for merger and acquisition activity in the guarding and electronics security industry; not only here in the United States, but around the world as well.

Last year, we reported robust acquisition activity for 2012 with an increase of world-wide transactions of 52% over the 2011 year and 74% over 2010. However, in 2013, the overall acquisition activity slipped almost 25% over the 2012 year, yet still somewhat ahead of 2011 and 2010.

 

HOW WE FIND THE COMPLETED TRANSACTIONS

As a way of staying abreast of what’s happening in the buying and selling of security companies throughout the world, our firm is constantly searching the internet, reviewing security publications and pouring over annual reports looking for announcements relating to completed sale transactions. We also subscribe to several news release services that e-mail us when a transaction has occurred or is about to close; and we are constantly talking with owners of companies who have their pulse on what’s happening in the industry. This year we found hundreds of transactions for security related companies, however, we only tracked (and posted to our website) the ANNOUNCED activity in the contract security (guarding), central station alarm, “plain vanilla” systems integration and certain other sectors such as armored car company sale transactions. Also, we recognize that there are many smaller “silent” transactions that were not revealed to us because they were not announced or announced on some obscure reporting service, therefore will not be included in the charts that follow.

We invite you to view the details of these ANNOUNCED transactions in the “World Transactions” section of our website at www.roberthperry.com; then visit the site often to find out what’s currently going on in mergers & acquisitions for 2014.

 

THE TOP STORIES IN THE MERGER AND ACQUISITION ACTIVITY AROUND THE WORLD, AND PARTICULARLY IN THE U.S.

There were only three large transactions (revenues over $50 million – U.S.) in the guarding and cash-in-transit space, with the rest of the transactions in the electronic security space:
GUARDING & CASH-IN-TRANSIT:
• November 26, 2013- Universal Protection Service, a division of Universal Services of America and one of the largest providers of security services in the U.S., announced that they have acquired IPC International

• August 28, 2013 – G4S, the leading global security and outsourcing group, announces that it has reached an agreement with Garda World, to sell G4S Cash Solutions (Canada) Limited. (On January 17,2014, G4S announced the completed acquisition)

• April 02, 2013 – Universal Protection Service, a division of Universal Services of America and one of the largest providers of security services in the U.S., announced that they have acquired Allegiance Security Group from Trivest Partners, LP

 

ELECTRONICS SECURITY:

Pinnacle Accounts Acquired by SAFE Security (in 3 transactions)
• October 09, 2013 – SAFE president and CEO Paul Sargenti reports that the company has more than doubled in size within the last year and recently acquired 6,000 additional accounts from Pinnacle Security

• March 11, 2013 – SAFE security has acquired approximately 11,000 security alarm monitoring accounts from Utah-based Pinnacle Security
• February 06, 2013 – SAFE Security announced this week that it has acquired about 24,000 alarm-monitoring accounts from Orem, Utah-based Pinnacle Security

• July 31, 2013 – ADT agreed to acquire Hollywood-based Devcon Security for $148.5 million in cash

• July 10, 2013 – Ascent Capital Group, Inc. announced today that its primary operating subsidiary, Monitronics International, Inc. has signed a definitive agreement to acquire Security Networks, LLC. (On August 16, 2013 Ascent Capital Group announced the completed acquisition)

 

OVERVIEW OF WORLDWIDE ANNOUNCED COMPLETED TRANSACTIONS

There were 93 ANNOUNCED transactions for 2013, compared to 113 in 2012 and 74 in 2011. The international companies, who were the active buyers in previous years, were again mostly on the sidelines for guarding company transactions. Securitas bought a few very small companies in Europe, with G4S not making any acquisition announcements in the guarding industry anywhere in the world for 2013. In fact, G4S was in the divesting mode for 2013, as evidenced by the sale of its Canadian cash-in-transit business described in the overview of large transactions above. As for the guarding industry in the United States, Universal Protection was, once again, very active and accounted for most of the 15 total transactions.

(2010 – 2013 Industry Acquisition Overview by Sectors)

(2013 Industry Acquisitions by Country)

(2010 – 2013 Guard Transactions Only – Comparing U.S. to Worldwide Totals)

(2013 U.S. Guarding Acquisitions by Quarter)

WHY THE SLOWDOWN IN ACQUISITION ACTIVITY FOR 2013?

For guarding and electronic security company owners, 2012 was the ideal year to sell in order to take advantage of the lower capital gains tax rates. The Federal long term capital gains tax rate was 15% for 2012, but increased to 20% in 2013, with an additional 3.8% investment income tax some tax advisers are saying might apply to the sale of a business. This made the owners that were thinking about selling in the near future (maybe 2013?) decide to accelerate their plans and sell in 2012. This mindset to sell sooner rather than later was enhanced by the proposed legislation and ongoing discussions in Washington to increase taxes in order to deal with the huge national debt.
As explained in the following section – “PREDICTIONS FOR 2014″, the mega companies like Securitas and G4S dramatically curtailed their acquisition activity in order to implement an organic growth strategy.
Also, the year 2012 was when many owners started to become more aware of the perils of the Affordable Care Act (“Obamacare”) and how it negatively affected the security industry – especially the labor intensive contract guarding sector. The attempt to repeal the ACA did not go through, which made many concerned owners accelerate the sale of their companies.

 

WHAT WILL 2014 BRING TO THE MERGER AND ACQUISITION MARKETPLACE?

As for the public international security companies, we don’t see much activity in buying plain vanilla guarding companies from these mega conglomerates in 2014 anywhere in the world. They are drastically curtailing, or stopping altogether, their buying activities. Here’s what the CEO’s of Securitas and G4S are saying about their acquisition plans:

• Excerpt from Securitas press release December 05, 2013 CEO, Alf Goransson stated “…Securitas is well positioned to take advantage of the paradigm shift taking place in the security industry. Given the current market dynamics and a gradual increase in the use of technology in security solutions, the security markets in Europe and North America have been growing at the same pace as GDP for the past few years” He goes on to say, “… the capital expenditure needed to increase the Group’s sales of security solutions will be offset by a slower rate of acquisitions …”.

• Ashley Almanza, G4S’s new CEO, made several similar statements in 2013 as he leads G4S away from growing through acquisitions and concentrating on planned organic growth.

As the large international companies take a breather from acquisitions and focus on organic growth, the Private Equity Groups (PEG’s) ramp up their efforts to grow through buying more companies. The security companies owned in the majority by the PEG’s are getting pressured to grow so they can put their huge stash of idle cash to work. They’re hungry for acquisitions, but are not letting their quest to grow through acquisitions get ahead of their good judgment on the multiples they are willing to pay. Although the multiples have increased over the last couple of years, the gap between what owners are expecting in a sale and what buyers are willing to pay is still keeping many owners from putting their company on the market. They don’t have to sell and the return on what they would get from the sale proceeds is still at an all time low. However, based on some activity we’re seeing, the 2014 year may prove to be a lot more active than 2013 with these groups. One large transaction was closed in the first week of February and there are a lot of “serious sale discussions” taking place between these buyers and mid-market size companies, which will likely materialize into a sale transaction by the end of the first quarter of 2014. Much more serious activity than what we were seeing this time last year.

Stay tuned and be sure to keep a watch for the transactions as they get announced on our website at www.roberthperry.com!


Update on EEOC Efforts to Curb Employer Use of Criminal Background Checks – EEOC Suffers a Major Defeat

When the EEOC released its much criticized and confusing April 2012 Enforcement Guidance on employer use of arrest and conviction records in employment, and then effectively stated its intent to use the Guidance to aggressively go after employers for their use of employee background checks as alleged violation of Title VII of the Civil Rights Act of 1964, as observed by the Federal Judge in the “Freeman” case discussed below, “the EEOC…placed many employers in the “Hobson’s choice” of ignoring criminal history and credit background, thus exposing themselves to potential liability for criminal and fraudulent acts committed by employees, on the one hand, or incurring the wrath of the EEOC for having utilized information deemed fundamental by most employers.”


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FLSA – Court Allows Participation By Guards in Bars' Tip Pools

Key Development: Bartenders claimed their employer violated the FLSA by allowing guards to participate in tip pools.

Potential Impact: The definition of employee must be taken into consideration when determining tip-pool participation.

A company’s tip-pool arrangement at its bars that forced bartenders to share tips with guards did not violate the Fair Labor Standards Act because the security staff had sufficient contact with customers to be deemed employees and eligible for tips, a federal district court ruled (Stewart v. CUS Nashville LLC, M.D. Tenn., No. 11-342, 8/8/13).


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Just Released: Contract Security Industry White Paper

The Fifth Annual White Paper from Robert Perry is a must-read for owners of contract security companies, as well as Private Equity Groups looking to make investments in this sector.

This White Paper is a comprehensive report that covers topics such as:

1. Defining the Market – Services the typical contract security company offers and the plans for expanding the menu. New insights into the matrix of the “Largest Companies” list.

2. Mergers and Acquisitions in the industry – the most active buyers and the multiples they are paying.

3. News on happenings around the world affecting the contract security industry.


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Delayed Confusion

Notifications to employees on health insurance exchanges are due soon, but employers have choices on what to say on those forms.

I received an email inquiry recently from one of my favorite clients, who started by saying, “Just when we thought there would be one requirement that was self-explanatory, we are reminded that nothing PPACA-related is simple.” Maybe the right adage is that nothing related to the Affordable Care Act is as simple as we want it to be. But we may have a solution, at least on notifying employees of coverage options in healthcare exchanges.

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Fully Functioning NLRB Likely to Be Up and Running By August: Bad News for Employers

In January, the D.C. federal appeals court ruled in the case of NLRB v. Noel Canning that President Obama’s January 2012 recess appointments to the NLRB of Democrats Sharon Block and Richard Griffin and Republican Terence Flynn exceeded the recess appointment power granted to President’s in the Constitution and thus the appointments were invalid. Therefore, the NLRB decision against Noel Canning was made with just two valid members of the five member Board. As three valid Board members are the minimum needed for a quorum to take Board actions and make decisions, then the decision against Noel Canning was too invalid. Since the D.C. Court ruling, in two other similar challenges to NLRB decisions, two other federal appellate courts have also ruled the NLRB recess appointments were unconstitutional and thus NLRB decisions in those cases were invalid. The Supreme Court will take up the Noel Canning case next term and there is a strong possibility that the Court will agree with the Noel decision and thus invalidate the Board’s decisions/rules/appointments requiring a quorum that the Board has made since January 2012. The specter of the mass annulment of Board actions/decisions, despite statements from the Obama Administration and the NLRB that the Board would not be deterred in its mission, has indeed, much to chagrin of Big Labor, caused the Board to adopt a “go slow” approach, especially in area of issuing regulations.

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Keeping Kids Safe from Questionable Content and Predators

In the current Wi-Fi era, where Internet access is ubiquitous, it seems that we spend most of our time closing pop-ups and deleting spam. But one important issue stands out: How do we keep our children from inadvertently stumbling upon content, topics and Web sites that are not meant for their age group?


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Finite Security Machines?

Don’t waste your time looking up this term, because it doesn’t exist.

Recently, I was asked if I knew what a Finite State Machine was. I confessed I didn’t know, it got me curious to find out. I was imagining something out of a sci-fi movie, involving artificial intelligence and a battle to save the earth.

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TSA Arrests Raise Questions of Who Screens the Screeners

This article originally appeared on Bloomberg.com:

The arrests of U.S. Transportation Security Administration employees on charges of accepting bribes from drug-smugglers is escalating calls from Republicans to overhaul an agency under fire for patting down young children and senior citizens.

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NASCO Supports Bill to Finance Federal Criminal Background Checks

The following article is from an issue of the Security Letter:

Security guard companies have a duty to screen out applicants with felony convictions. Similarly, some with misdemeanor convictions should also be dropped form consideration. But the surest way to determine if an applicant has a relevant criminal conviction record is through an FBI criminal background check.

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