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Acquisitions and Dispositions (Tables) | 6 Months Ended
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Jun. 30, 2020
Business Combinations [Abstract] |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed |
(In millions) | Estimated Fair Value at Acquisition Date
Fair value of purchase consideration |
Cash paid through June 30, 2020 | $ | 60.2 |
Contingent consideration | 1.6 |
Indemnification asset | (12.9 | )
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) | 24.4 |
Goodwill(b) | 33.8 |
Other current and noncurrent assets | 1.9 |
Current liabilities | (15.2 | )
Noncurrent liabilities | (14.1 | )
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 have been assigned to the following reporting units: BI (U.S.), COMEF (Brazil) and TVS (Global Markets - South America). We expect goodwill related to BI to be deductible for tax purposes. We do not expect goodwill related to COMEF or TVS to be deductible for tax purposes.
(In millions) | Estimated Fair Value at Acquisition Date
Fair value of purchase consideration |
Cash paid through June 30, 2020 | $ | 651.2 |
Contingent consideration | 38.0 |
Liabilities assumed from seller | 9.4 |
Receivable from seller | (3.9 | )
Fair value of purchase consideration | $ | 694.7 |
Fair value of net assets acquired |
Cash | $ | 214.3 |
Restricted cash | 30.1 |
Accounts receivable | 129.5 |
Other current assets | 22.6 |
Property and equipment, net | 123.1 |
Right-of-use assets, net | 72.0 |
Intangible assets(a) | 157.7 |
Goodwill(b) | 370.3 |
Other noncurrent assets | 19.3 |
Current liabilities | (229.8 | )
Lease liabilities | (58.2 | )
Other noncurrent liabilities | (88.4 | )
Fair value of net assets acquired | $ | 762.5 |
Less: Fair value of noncontrolling interest | (67.8 | )
Fair value of purchase consideration | $ | 694.7 |
(a) | Intangible assets are composed of customer relationships ($158 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-EMEA reporting unit ($257 million), the Global Markets-Asia reporting unit ($97 million) and the Global Markets-South America reporting unit ($5 million). Approximately $12 million of goodwill has not been assigned to a reporting unit as of June 30, 2020. We do not currently expect goodwill in these reporting units to be deductible for tax purposes.
(In millions) | Fair Value at Acquisition Date
Fair value of purchase consideration |
Cash paid through June 30, 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.
Business Acquisition, Pro Forma Information | Below are the actual results included in Brink's consolidated results for the businesses we acquired in the first six months of 2020.
(In millions) | Revenue |  | Net income (loss) attributable to Brink's
Three months ended June 30, 2020 |  |  |
G4S | $ | 123.5 |  |  | 2.6 |
Total | $ | 123.5 |  |  | 2.6 |
Six months ended June 30, 2020 |  |  |
G4S | $ | 128.9 |  |  | 3.0 |
Total | $ | 128.9 |  |  | 3.0 |
The pro forma consolidated results of Brink’s presented below reflect a hypothetical ownership as of January 1, 2018 for the businesses we acquired during 2019 and a hypothetical ownership as of January 1, 2019 for the businesses we acquired in the first six months of 2020.
(In millions) | Revenue |  | Net income (loss) attributable to Brink's
Pro forma results of Brink's for the three months ended June 30, |  |  |
2020 |  |  |
Brink's as reported | $ | 826.0 |  |  | 12.9 |
G4S(a) | 19.5 |  |  | (0.2 | )
Total | $ | 845.5 |  |  | 12.7 |
2019 |  |  |
Brink's as reported | $ | 914.0 |  |  | 12.5 |
G4S(a) | 172.5 |  |  | 2.3 |
Other acquisitions(a) | 9.0 |  |  | 0.5 |
Total | $ | 1,095.5 |  |  | 15.3 |
Pro forma results of Brink's for the six months ended June 30, |  |  |
2020 |  |  |
Brink's as reported | $ | 1,698.8 |  |  | 14.7 |
G4S(a) | 166.5 |  |  | (1.4 | )
Total | $ | 1,865.3 |  |  | 13.3 |
2019 |  |  |
Brink's as reported | $ | 1,819.0 |  |  | 26.2 |
G4S(a) | 345.0 |  |  | 4.6 |
Rodoban(a) | 0.6 |  |  | — |
Other 2019 acquisitions(a) | 21.9 |  |  | 1.0 |
Total | $ | 2,186.5 |  |  | 31.8 |
(a) | Represents amounts prior to acquisition by Brink's.

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