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Acquisitions and Dispositions Acquisitions and Dispositions

12 Months Ended

Dec. 31, 2020

In 2020, we acquired multiple business operations from G4S plc ("G4S") at different times during the year. 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. 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.

G4S Acquisitions

On February 26, 2020, we announced that we agreed to acquire the majority of the cash management operations of U.K.-based G4S, with closings planned in multiple phases in 2020. In March 2020, we acquired 100% of the capital stock of G4S International Logistics Group Limited, a company which directly or indirectly owns controlling interests in multiple businesses providing secure international transportation of valuables. In the second quarter of 2020, we acquired cash management operations from G4S located in the Netherlands, Belgium, Ireland, Hong Kong, Cyprus, Romania, the Czech Republic, Malaysia, the Dominican Republic and the Philippines. In the third quarter of 2020, we acquired operations in Indonesia, Estonia, Latvia and Lithuania. For the majority of the acquisitions in the second and third quarters of 2020, we acquired 100% of the ownership interests. In Malaysia, the Dominican Republic, the Philippines and Indonesia, we acquired ownership interests of less than 100%. We believe that we meet the accounting criteria for consolidating these subsidiaries. In the aggregate, the purchase consideration for the G4S acquisitions in 2020 is $709.7 million. We also paid G4S approximately $111 million for net intercompany receivables from the acquired subsidiaries (included in accounts payable, income taxes payable and accrued liabilities in the consolidated statement of cash flows). The operations we have acquired through December 31, 2020, which represent approximately 90% of the total estimated purchase price, generated approximately $740 million in revenues in 2019. See Note 26 – Subsequent Events for further discussion.

The contingent consideration noted in the following table below is related to the acquisition of the Malaysia operations. The consideration will be paid when minimum dividend distributions are received by Brink's relating to cash on the balance sheets of the Malaysia subsidiaries as of the acquisition date. We used a probability-weighted approach to estimate the fair value of the contingent consideration. The fair value of the contingent consideration reflected in the table below is the full $22 million that remains potentially payable as of December 31, 2020 as we believe it is unlikely that the contingent consideration payments will be reduced.

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 in areas such as property and equipment, intangible assets, lease-related assets and liabilities, deferred taxes and goodwill. 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 December 31, 2020	$	686.5
Contingent consideration	22.0
Liabilities assumed from seller	1.6
Receivable from seller	(0.4)
Fair value of purchase consideration	$	709.7

Fair value of net assets acquired
Cash	$	218.2
Restricted cash	30.1
Accounts receivable	135.2
Other current assets	24.9
Property and equipment, net	119.7
Right-of-use assets, net	66.5
Intangible assets(a)	175.9
Goodwill(b)	422.5
Other noncurrent assets	18.2
Current liabilities	(281.0)
Lease liabilities	(61.3)
Other noncurrent liabilities	(95.0)
Fair value of net assets acquired	$	773.9
Less: Fair value of noncontrolling interest	(64.2)
Fair value of purchase consideration	$	709.7

(a)Intangible assets are composed of customer relationships ($176 million fair value and 15 year amortization period).

(b)Consists of intangible assets that do not qualify for separate recognition, combined with synergies expected from integrating G4S operations with our existing operations. Goodwill has been provisionally assigned to the Global Markets-Europe reporting unit ($190 million), the Global Markets-Asia reporting unit ($160 million), the Global Markets-MEA & GS reporting unit ($70 million) and the Global Markets-South America reporting unit ($3 million). We do not currently expect goodwill in these reporting units to be deductible for tax purposes.

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.


(In millions)	Estimated Fair Value at Acquisition Date

Fair value of purchase consideration
Cash paid through December 31, 2020	$	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 $541 million, which is net of approximately $6 million received from the seller in the fourth quarter of 2020 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, 2020	$	540.5

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.

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. We finalized our purchase price accounting for these business acquisitions in 2020.


(In millions)	Estimated Fair Value at Acquisition Date

Fair value of purchase consideration
Cash paid through December 31, 2020	$	60.6

Contingent consideration	1.6
Indemnification asset	(13.3)

Fair value of purchase consideration	$	48.9



Fair value of net assets acquired
Cash	$	6.5
Accounts receivable	4.5
Property and equipment, net	7.1
Intangible assets(a)	24.3
Goodwill(b)	34.3
Other current and noncurrent assets	2.0
Current liabilities	(15.2)
Noncurrent liabilities	(14.6)

Fair value of net assets acquired	$	48.9

(a)Intangible assets are composed of developed technology, customer relationships and trade names.

(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.

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, 2019 of the businesses we acquired during 2020 and a hypothetical ownership on January 1, 2018 for the businesses we acquired in 2019.


(In millions)	Revenue		Net income attributable to Brink's

Actual results included in Brink's consolidated 2020 and 2019 results for businesses acquired in 2020 and 2019 from the date of acquisition

Twelve months ended December 31, 2020
G4S	$	442.7	10.5
Total	$	442.7	10.5

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,
2020
Brink's as reported	$	3,690.9	16.0
G4S(a)	192.0		(4.2)
Total	$	3,882.9	11.8

2019
Brink's as reported	$	3,683.2	29.0
G4S(a)	740.0		10.7
Rodoban(a)	0.6		—
Other acquisitions(a)	26.8		1.6
Total	$	4,450.6	41.3

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

Acquisition costs

We have incurred $19.3 million in transaction costs related to business acquisitions in 2020 ($7.9 million in 2019 and $6.7 million in 2018). 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 January 1, 2020, we sold 100% of our ownership interest in a French security services company for a net sales price of approximately

$11 million. We recognized a $4.5 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 security services company was part of the Europe reportable segment and reported revenues of $3 million in 2019.

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. On a cumulative basis, we have recognized a $10.8 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 Europe reportable segment and reported revenues of $79 million in 2017.