Acquisitions and Dispositions Acquisitions and Dispositions

12 Months Ended

Dec. 31, 2019

Business Combinations [Abstract]

Acquisitions and Dispositions

Acquisitions and Dispositions

In 2019, we acquired four business operations. In 2018, we acquired one business operation and additionally acquired a controlling interest in a second business operation. In 2017, we acquired six business operations. We accounted for these acquisitions as business combinations using the acquisition method. Under the acquisition method of accounting, assets acquired and liabilities assumed from these operations are recorded at fair value on the date of acquisition. The consolidated statements of operations include the results of operations for each acquired entity from the date of acquisition.

Rodoban Transportes Aereos e Terrestres Ltda., Rodoban Servicos e Sistemas de Seguranca Ltda., and Rodoban Seguranca e Transporte de Valores Ltda ("Rodoban")

Brazilian cash management business

On January 4, 2019, we acquired 100% of the capital stock of Rodoban in Brazil for $134 million. The Rodoban business is expected to expand our operations in southeastern Brazil and will be integrated with our existing Brink's Brazil operations. Rodoban has approximately 2,900 employees, 13 branches and about 190 armored vehicles across its operations.

We estimated fair values for the assets purchased, liabilities assumed and purchase consideration as of the date of the acquisition in the following table. The determination of estimated fair value required management to make significant estimates and assumptions. We finalized our purchase price accounting in the fourth quarter of 2019. There have been no significant changes to our fair value estimates of the net assets acquired of Rodoban.

(In millions)	Estimated Fair Value at Acquisition Date
Fair value of purchase consideration
Cash paid through December 31, 2019	$	135.7
Indemnification asset	(1.9		)
Fair value of purchase consideration	$	133.8
Fair value of net assets acquired
Cash	$	1.4
Accounts receivable	8.9
Other current assets	0.5
Property and equipment, net	2.4
Intangible assets(a)	49.0
Goodwill(b)	85.1
Other noncurrent assets	5.8
Current liabilities	(11.4		)
Noncurrent liabilities	(7.9		)
Fair value of net assets acquired	$	133.8

(a) Intangible assets are composed of customer relationships ($47 million fair value and 11 year amortization period), trade name ($1 million fair value and 1 year amortization period), and non-compete agreement ($1 million fair value and 5 year amortization period).

(b) Consists of intangible assets that do not qualify for separate recognition, combined with synergies expected from integrating Rodoban’s operations with our existing Brink’s Brazil operations. All of the goodwill has been assigned to the Brazil reporting unit and is expected to be deductible for tax purposes.

Dunbar Armored, Inc. ("Dunbar")

U.S. cash management business

On August 13, 2018, we acquired 100% of the shares of Dunbar for approximately $541 million. We paid cash of approximately $547 million and have a receivable from the seller of approximately $6 million related to a working capital adjustment. The Dunbar business is being integrated with our existing Brink's U.S. operations. This acquisition has expanded our customer base in the U.S. as a result of Dunbar's focus on small-to-medium sized retailers and financial institutions. Dunbar has approximately 5,400 employees, 78 branches and over 1,600 armored vehicles across its operations.

We estimated fair values for the assets purchased, liabilities assumed and purchase consideration as of the date of the acquisition in the following table. The determination of estimated fair value required management to make significant estimates and assumptions. We finalized our purchase price accounting in the third quarter of 2019. As compared to our initial estimates in the period of acquisition, our fair value estimates of acquisition date intangible assets decreased approximately $20 million, acquisition date goodwill increased approximately $21 million, acquisition date other noncurrent assets increased approximately $11 million and acquisition date noncurrent liabilities increased approximately $16 million and total purchase consideration decreased approximately $6 million. There have been no other significant changes to our fair value estimates of the net assets acquired for the Dunbar acquisition.

(In millions)	Estimated Fair Value at Acquisition Date
Fair value of purchase consideration
Cash paid through December 31, 2019	$	546.8
Receivable from seller	(6.3		)
Fair value of purchase consideration	$	540.5
Fair value of net assets acquired
Cash	$	25.8
Accounts receivable	31.9
Other current assets	11.7
Property and equipment, net	56.6
Intangible assets(a)	162.0
Goodwill(b)	304.1
Other noncurrent assets	21.1
Current liabilities	(29.5		)
Noncurrent liabilities	(43.2		)
Fair value of net assets acquired	$	540.5

(a) Intangible assets are composed of customer relationships ($148 million fair value and 15 year amortization period) and rights related to the trade name ($14 million fair value and 8 year amortization period).

(b) Consists of intangible assets that do not qualify for separate recognition, combined with synergies expected from integrating Dunbar’s operations with our existing Brink’s U.S. operations. All of the goodwill has been assigned to the U.S. reporting unit and is expected to be deductible for tax purposes.

Maco Transportadora de Caudales S.A. (“Maco Transportadora”)

Argentine CIT and money processing business

On July 18, 2017, we acquired 100% of the shares of Maco Transportadora for approximately $206 million. The total purchase price was paid in cash with the final installment paid in the fourth quarter of 2019. The Maco Transportadora business is being integrated into our existing Brink’s Argentina operations. Maco Transportadora has approximately 1,450 employees, 4 branches and over 150 armored vehicles across its operations.

We estimated fair values for the assets purchased, liabilities assumed and purchase consideration as of the date of the acquisition in the following table. The determination of estimated fair value required management to make significant estimates and assumptions. We finalized our purchase price accounting in the third quarter of 2018. There have been no significant changes to our fair value estimates of the net assets acquired for Maco Transportadora.

(In millions)	Estimated Fair Value at Acquisition Date
Fair value of purchase consideration
Cash paid through December 31, 2019	$	205.9
Fair value of purchase consideration	$	205.9
Fair value of net assets acquired
Cash	$	10.3
Accounts receivable	16.6
Other current assets	0.6
Property and equipment, net	2.4
Intangible assets(a)	60.2
Goodwill(b)	148.8
Other noncurrent assets	0.1
Current liabilities	(11.8		)
Noncurrent liabilities	(21.3		)
Fair value of net assets acquired	$	205.9

(a) Intangible assets are composed of customer relationships ($56 million fair value and 10 year amortization period), trade name ($4 million and 2 year amortization period) and non-competition agreements (less than $1 million and 3 year amortization period).

(b) Consists of intangible assets that do not qualify for separate recognition, combined with synergies expected from integrating Maco Transportadora’s operations into our existing Brink’s Argentina operations. All of the goodwill has been assigned to the Global Markets-South America reporting unit and is not expected to be deductible for tax purposes.

Other 2019 acquisitions

On June 12, 2019, we acquired 100% of the capital stock of Balance Innovations, LLC and its wholly owned subsidiary, Balance Innovations Services, Inc. (together "BI"). BI develops and licenses software that provides real-time data to optimize operations for general retail and convenience store industries throughout the United States and Canada. This acquisition enhances our ability to deliver technology-enabled, end-to-end retail cash management services.

On June 14, 2019, we acquired 100% of the capital stock of Comercio Eletronico Facil Ltda. ("COMEF"), a Brazil-based company. COMEF offers bank correspondent services and bill payment processing and is expected to supplement our existing Brazilian payment services businesses.

On September 30, 2019, we acquired 100% of the capital stock of Transportadora de Valores del Sur Limitada and its wholly owned subsidiary, TVS Pagos, Recaudos y Procesos S.A.S. (together "TVS"). TVS provides CIT and money processing services in Colombia. This acquisition is expected to provide opportunities for branch consolidation and route efficiencies and position our existing Colombian business as well as TVS to more effectively service our customers.

The aggregate purchase price of these three business acquisitions (BI, COMEF, and TVS) was approximately $50 million. These three acquired operations employ approximately 1,300 people in the aggregate.

For these three business acquisitions (BI, COMEF and TVS), we estimated fair values for the assets purchased and liabilities assumed as of the date of the acquisitions. These estimated amounts are aggregated in the following table. The determination of estimated fair value required management to make significant estimates and assumptions. The amounts are considered provisional as we are completing the valuation that is required to allocate the purchase price. As a result, the allocation of the purchase price and the amount of goodwill and intangibles may change in the future.

(In millions)	Estimated Fair Value at Acquisition Date
Fair value of purchase consideration
Cash paid through December 31, 2019	$	53.4
Fair value of future payments to sellers	7.8
Contingent consideration	1.6
Indemnification asset	(12.9		)
Fair value of purchase consideration	$	49.9
Fair value of net assets acquired
Cash	$	5.1
Accounts receivable	4.4
Property and equipment, net	7.1
Intangible assets(a)	24.4
Goodwill(b)	35.2
Other current and noncurrent assets	1.9
Current liabilities	(14.6		)
Noncurrent liabilities	(13.6		)
Fair value of net assets acquired	$	49.9

(a) Intangible assets are composed of developed technology, customer relationships and trade names. Final allocation will be determined once all valuations have been completed.

(b) Consists of intangible assets that do not qualify for separate recognition, combined with synergies expected from integrating these acquired operations into our existing operations. The goodwill from these acquisitions has been assigned to the following reporting units: BI (U.S.), COMEF (Brazil) and TVS (Global Markets - South America). We do not expect goodwill related to COMEF or TVS to be deductible for tax purposes. We expect goodwill related to BI to be deductible for tax purposes.

Other 2018 acquisition

On December 4, 2018, we acquired 60% of the shares of Worldbridge Secure Logistics Co., Ltd. ("Worldbridge"), a Cambodian company that provides CIT and money processing services. The total purchase consideration for Worldbridge was less than $2 million.

Other 2017 acquisitions

On March 14, 2017, we acquired 100% of the capital stock of American Armored Transport, Inc. ("AATI"). AATI provides secured trucking transportation of high-value cargo throughout the continental United States and is expected to complement our existing tractor trailer division in the United States.

On April 19, 2017, we acquired 100% of the capital stock of Muitofacil Holding Ltda., a Brazil-based holding company, and its subsidiary, Muitofacil Arrecadacao e Recebimento Ltda. (together "Pag Facil"). Pag Facil offers bank correspondent services and bill payment processing services in Brazil and is expected to supplement our existing Brazilian payment services businesses.

On June 29, 2017, we acquired 100% of the capital stock of Global Security S.A. (“LGS”). LGS is a Chilean security company specializing in CIT and ATM services and will be integrated into our existing Brink’s Chile operations.

On August 14, 2017, we acquired 100% of the capital stock of Maco Litoral, S.A., (“Maco Litoral”) an Argentina-based company which provides CIT and ATM services.

On October 31, 2017, we acquired 100% of the shares of Temis S.A.S. and its wholly-owned subsidiaries, Les Goelands S.A.S. and Temis Conseil et Formation S.A.R.L (together "Temis"). The Temis business provides CIT and money processing services in France and will be integrated into our existing Brink's France operations.

The aggregate purchase price of these five business acquisitions (AATI, Pag Facil, LGS, Maco Litoral, and Temis) was approximately $155 million. These five acquired operations employ approximately 1,700 people in the aggregate.

For these five business acquisitions (AATI, Pag Facil, LGS, Maco Litoral, and Temis), we estimated fair values for the assets purchased and liabilities assumed as of the date of the acquisitions. These estimated amounts are aggregated in the following table. The determination of estimated fair value required management to make significant estimates and assumptions. Our fair value estimates of acquisition date goodwill increased approximately $9 million, acquisition date intangible assets decreased approximately $10 million and acquisition date noncurrent liabilities increased approximately $12 million as compared to our initial estimates in the period of acquisition. There have been no other significant changes to our fair value estimates of the net assets acquired for these acquisitions.

(In millions)	Estimated Fair Value at Acquisition Date
Fair value of purchase consideration
Cash paid through December 31, 2019	$	164.6
Indemnification asset	(9.8		)
Fair value of purchase consideration	$	154.8
Fair value of net assets acquired
Cash	$	7.4
Accounts receivable	20.1
Property and equipment, net	13.9
Intangible assets(a)	40.6
Goodwill(b)	114.4
Other current and noncurrent assets	7.4
Current liabilities	(23.4		)
Noncurrent liabilities	(25.6		)
Fair value of net assets acquired	$	154.8

(a) Intangible assets are composed of customer relationships, trade names and non-competition agreements.

(b) Consists of intangible assets that do not qualify for separate recognition, combined with synergies expected from integrating these acquired operations into our existing operations. The goodwill from these acquisitions has been assigned to the following reporting units: AATI (U.S.), Pag Facil (Brazil), LGS and Maco Litoral (Global Markets-South America), and Temis (France). We do not expect goodwill related to AATI, LGS, Maco Litoral, and Temis to be deductible for tax purposes. Goodwill related to Pag Facil will be deductible for tax purposes.

Actual and Pro Forma (unaudited) disclosures

The pro forma consolidated results of Brink’s presented below are unaudited and reflect a hypothetical ownership on January 1, 2018 of the businesses we acquired during 2019 and a hypothetical ownership on January 1, 2017 for the businesses we acquired in 2018.

(In millions)	Revenue		Net income attributable to Brink's
Actual results included in Brink's consolidated 2019 results for businesses acquired in 2019 from the date of acquisition
Twelve months ended December 31, 2019
Rodoban	$	66.0	4.6
Other acquisitions(a)	16.1		0.2
Total	$	82.1	4.8

(a) Includes the actual results of Balance Innovations, COMEF and TVS.

(In millions)	Revenue		Net income attributable to Brink's
Pro forma results of Brink's for the twelve months ended December 31,
2019
Brink's as reported	$	3,683.2	29.0
Rodoban(a)	0.6		—
Other acquisitions(a)	26.8		1.6
Total	$	3,710.6	30.6
2018
Brink's as reported	$	3,488.9	(33.3	)
Rodoban(a)	76.0		(3.9	)
Dunbar(a)	244.0		5.4
Other acquisitions(a)	45.4		1.9
Total	$	3,854.3	(29.9	)

(a) Represents amounts prior to acquisition by Brink's.

Acquisition costs

We have incurred $7.9 million in transaction costs related to business acquisitions in 2019 ($6.7 million in 2018 and $2.6 million in 2017). These costs are classified in the consolidated statement of operations as selling, general and administrative expenses.

Acquisition of noncontrolling interest

In November 2018, we completed the acquisition of the 42% noncontrolling interest in our consolidated subsidiary, Brink's de Colombia, S.A. We now own 100% of the shares of this subsidiary and we accounted for this increase in ownership interest as an equity transaction.

Dispositions

On June 1, 2018, we sold 100% of our ownership interest in a French airport security services company for a net sales price of approximately $19 million. We recognized an $11.2 million gain on the sale of this business, which is reported in interest and other nonoperating income (expense) in the consolidated statements of operations. The French airport security services company was part of the Rest of World reportable segment and reported revenues of $79 million in 2017.