Bsa Limited · ASX:BSA
Bsa — Merger or Acquisition (December 2009)
12 slides from Bsa's merger presentation, Dec 10, 2009
Slide 1: Acquisition of Allstaff Group of Companies
10th December 2009 For personal use only BSA Limited Acquisition of Allstaff Group of Companies INVESTOR PRESENTATION
Slide 2: Acquisition Summary
For personal use only Acquisition Summary • Effective 10th December 2009 BSA Limited acquired 100% of the shares in the Allstaff Group of Companies • Purchase price of $13million • Cash $12million • Issue of 4,545,455 BSA Shares representing $1million at 30 Day VWAP at 25/9/2009 of $0.22 • BSA will
Slide 3: Acquisition Summary
For personal use only Acquisition Summary • Allstaff brings annualised revenues of $110million and an order book in excess of $80million. • Considerable ramp up in scale. Combined building services business will have; • total revenues exceeding $200million • recurring service and maintenance income
Slide 4: Allstaff - Overview
For personal use only Allstaff - Overview • Headquartered in Melbourne, Allstaff is a market leader in commercial air conditioning installation and mechanical services. • Established in 1975 and has a team of 300 employees • Annual revenues of circa $110million • Operates in Victoria, New South Wale
Slide 5: Building Services – Geographic Coverage
For personal use only Building Services – Geographic Coverage Page 5
Slide 6: Acquisition Criteria
For personal use only Acquisition Criteria Steps Criteria Evaluation Step 1 Strategic Rationale Must make strategic sense Allstaff is within BSA’s target market Match BSA’a business model objectives High growth preferred market sector Leverages existing capabilities – design and Leverage existing ca
Slide 7: Financial Performance
For personal use only Financial Performance $Million FY2008 FY2009A FY2010B Revenue 114 113 113 EBITD 6.8 8.3 6.0 EBIT 6.2 7.6 5.0 NPAT 4.4 5.3 3.5* Full year pre acquisition excludes; Amortisation (~ $1million) One-off acquisition costs (~ $500K) One-off integration costs (~ $500k) and Interest on
Slide 8: Balance Sheet
For personal use only Acquisition Balance Sheet ASSETS $million Cash 6.8 Receivables 22.9 Stocks 0.1 Other 1.2 Plant and equipment 1.1 Vehicles 2.3 Total Assets 34.5 LIABILITIES Trade and other creditors 16.4 Borrowings 2.9 Provisions 4.0 WIP / Contracts to complete 8.2 Total Liabilities 31.5 Net As
Slide 9: Costs
For personal use only Acquisition Costs Acquisition costs circa $500k will be immediately expensed in accordance with AASB 3 - Business Combinations (Revised) • Legal Fees • Accounting and Tax Due Diligence Page 9
Slide 10: Integration Costs
For personal use only Integration Costs Integration costs circa $500k will be incurred and expensed during FY2010, in relation to; • Integration project management • IT systems alignment • Supplier rationalisation • Occupancy • No Redundancies Benefits will be realised in FY2011 and beyond Page 10
Slide 11: Amortisation
For personal use only Amortisation • A preliminary estimate of the intangible assets and goodwill arising from the acquisition has been undertaken. • As a result annual amortisation of $1million is expected to be incurred during the first 2 years post acquisition. • FY2010 $0.5million (11th December
Slide 12: Summary
For personal use only Summary • First acquisition since 2008 strategic review • Satisfies key investment criteria • eps accretive • Conservatively geared post acquisition • Significantly strengthens position within Building Services Sector • Triple M and Allstaff will continue to operate independent