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Acquisitions and Dispositions
 6 Months Ended
Jun. 30, 2019
Business Combinations [Abstract]  
Acquisitions and Dispositions Acquisitions and Dispositions

Acquisitions

We account for 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 condensed 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")
On January 4, 2019, we acquired 100% of the capital stock of Rodoban in Brazil for $134 million. Rodoban provides cash-in-transit, money processing and ATM services and generates annual revenues of approximately $80 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 have provisionally 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. The amounts reported are considered provisional as we are completing the valuations that are required to allocate the purchase price. As a result, the allocation of the provisional purchase price may change in the future.
(In millions)
Estimated Fair Value at Acquisition Date
 
 
Fair value of purchase consideration
 
 
 
Cash paid through June 30, 2019
$
133.1

Fair value of future payments to sellers
2.6

Indemnification asset
(1.9
)
Fair value of purchase consideration
$
133.8

 
 
Fair value of net assets acquired(a)
 
 
 
Cash
$
1.4

Accounts receivable
8.2

Other current assets
0.5

Property and equipment, net
3.7

Intangible assets(b)
47.9

Goodwill(c)
84.1

Other noncurrent assets
5.3

Current liabilities
(9.6
)
Noncurrent liabilities
(7.7
)
Fair value of net assets acquired
$
133.8


(a)
Final allocation will be determined once the valuation is complete.
(b)
Intangible assets are composed of customer relationships ($46 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).
(c)
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 $547 million, subject 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. At the time of the acquisition, Dunbar had approximately 5,400 employees, 78 branches and over 1,600 armored vehicles across its operations.

We have provisionally 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. The amounts reported are considered provisional as we are completing the valuations that are required to allocate the purchase price. As a result, the allocation of the provisional purchase price may change in the future. In the fourth quarter of 2018, our fair value estimates of acquisition date intangible assets decreased approximately $20 million, acquisition date goodwill increased approximately $24 million, acquisition date other noncurrent assets increased approximately $11 million and acquisition date noncurrent liabilities increased approximately $13 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 the Dunbar acquisition.
(In millions)
Estimated Fair Value at Acquisition Date
 
 
Fair value of purchase consideration
 
 
 
Cash paid through June 30, 2019
$
546.8

Fair value of purchase consideration
$
546.8

 
 
Fair value of net assets acquired(a)
 
 
 
Cash
$
25.8

Accounts receivable
31.9

Other current assets
11.7

Property and equipment, net
57.4

Intangible assets(b)
162.0

Goodwill(c)
306.7

Other noncurrent assets
21.1

Current liabilities
(29.7
)
Noncurrent liabilities
(40.1
)
Fair value of net assets acquired
$
546.8


(a)
Final allocation will be determined once the valuation is complete.
(b)
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).
(c)
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.

Other acquisitions in 2019

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.

The aggregate purchase price of these two business acquisitions (BI and COMEF) was approximately $40 million. Together, these two acquired operations have approximately 400 employees.

For these two business acquisitions (BI and COMEF), we have provisionally 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 reported are considered provisional as we are completing the valuations that are required to allocate the purchase price. As a result, the allocation of the purchase price may change in the future.
(In millions)
Estimated Fair Value at Acquisition Date
 
 
Fair value of purchase consideration
 
 
 
Cash paid through June 30, 2019
$
39.0

Contingent consideration
1.6

Indemnification asset
(0.3
)
Fair value of purchase consideration
$
40.3

 
 
Fair value of net assets acquired(a)
 
 
 
Cash
$
5.3

Accounts receivable
1.9

Property and equipment, net
2.3

Intangible assets(a)
15.9

Goodwill(b)
23.3

Other current and noncurrent assets
1.0

Current liabilities
(7.6
)
Noncurrent liabilities
(1.8
)
Fair value of net assets acquired
$
40.3


(a)
Intangible assets are composed of developed technology, customer relationships and trade names. Final allocation will be determined after 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 have been assigned to the following reporting units: BI (U.S.) and COMEF (Brazil). We expect goodwill related to BI to be deductible for tax purposes. We do not expect goodwill related to COMEF to be deductible for tax purposes.


Pro forma disclosures

The pro forma consolidated results of Brink’s presented below reflect a hypothetical ownership as of January 1, 2017 for the businesses we acquired during 2018 and a hypothetical ownership as of January 1, 2018 for the business we acquired in the first six months of 2019.
(In millions)
Revenue
 
Net income (loss) attributable to Brink's
 
 
 
 
Actual results included in Brink's consolidated results for businesses acquired in 2019 from the date of acquisition
 
 
 
 
 
 
 
Three months ended June 30, 2019
 
 
 
Rodoban
$
17.3

 
0.4

Other acquisitions(a)
1.1

 
0.1

Total
$
18.4

 
0.5

 
 
 
 
Six months ended June 30, 2019
 
 
 
Rodoban
$
36.0

 
1.1

Other acquisitions(a)
1.1

 
0.1

Total
$
37.1

 
1.2



(a)
Includes the actual results of BI and COMEF.

(In millions)
Revenue
 
Net income (loss) attributable to Brink's
 
 
 
 
Pro forma results of Brink's for the three months ended June 30,
 
 
 
2019
 
 
 
Brink's as reported
$
914.0

 
12.5

Other acquisitions(a)
4.2

 
0.2

Total
$
918.2

 
12.7

 
 
 
 
2018
 
 
 
Brink's as reported
$
849.7

 
(107.9
)
Rodoban(a)
18.4

 
(1.2
)
Dunbar(a)
98.0

 
2.1

Other acquisitions(a)
5.5

 
(0.2
)
Total
$
971.6

 
(107.2
)
 
 
 
 
Pro forma results of Brink's for the six months ended June 30
 
 
 
2019
 
 
 
Brink's as reported
$
1,819.0

 
26.2

Rodoban(a)
0.6

 
—

Other acquisitions(a)
12.2

 
0.5

Total
$
1,831.8

 
26.7

 
 
 
 
2018
 
 
 
Brink's as reported
$
1,728.8

 
(85.6
)
Rodoban(a)
39.0

 
(1.9
)
Dunbar(a)
197.7

 
4.3

Other acquisitions(a)
11.2

 
(0.4
)
Total
$
1,976.7

 
(83.6
)

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

Acquisition costs

We have incurred $1.9 million in transaction costs related to business acquisitions in the first six months of 2019 ($2.1 million in the first six months of 2018). These costs are classified in the condensed consolidated statements of operations as selling, general and administrative expenses.