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Acquisitions and Dispositions | 9 Months Ended
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Sep. 30, 2023
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. NoteMachine Limited Acquisition On October 3, 2022, we acquired 100% of the capital stock of NoteMachine Limited and Testlink Services Limited. At the acquisition date, these two entities directly owned 100% of the ownership interests in three additional entities (collectively, the five entities are referred to as "NoteMachine"). We acquired the NoteMachine businesses for approximately $194 million. NoteMachine is based in the United Kingdom and manages a portfolio of ATMs. NoteMachine generated approximately $150 million in revenues in the twelve month period prior to the acquisition. We estimated fair values for the assets purchased, liabilities assumed and purchase consideration as of the date of the acquisition. The determination of estimated fair value required management to make significant estimates and assumptions. We finalized our purchase price accounting for NoteMachine in the third quarter of 2023. There were no material changes in the third quarter of 2023 to the amounts previously disclosed.
(In millions) | Estimated Fair Value at Acquisition Date
Fair value of purchase consideration |
Purchase consideration, excluding contingent consideration | $ | 179.4 |
Contingent consideration at acquisition-date fair value(a) | 14.8 |
Fair value of purchase consideration | $ | 194.2 |
Fair value of net assets acquired |
Cash | $ | 6.8 |
Restricted cash | 12.1 |
Accounts receivable | 27.3 |
Other current assets | 14.5 |
Property and equipment, net | 38.2 |
Intangible assets(b) | 84.2 |
Goodwill(c) | 64.2 |
Other noncurrent assets | 11.1 |
Current liabilities | (37.0) |
Other noncurrent liabilities | (27.2) |
Fair value of net assets acquired | $ | 194.2 |
(a)The contingent consideration has two components. The largest component was based on post-acquisition collections of ATM tax rate rebates from municipal governments in the U.K. The consideration was estimated at $10.5 million at the acquisition date. Through September 30, 2023, approximately $10 million has been paid to the seller for this component. A smaller component was based on post-acquisition increases in the ATM cash withdrawal interchange fees through September 30, 2023. The consideration was estimated at $4.3 million at the acquisition date. The post-acquisition fee increases did not occur and the liability was derecognized in the second quarter of 2023 resulting in a $4.8 million gain classified as other operating income (expense) in the condensed consolidated statements of operations. (b)Intangible assets are composed of customer relationships ($47 million fair value and 13 year amortization period), developed technology ($27 million fair value and 12 year amortization period) and a trade name ($10 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 NoteMachine's operations with our existing Brink's operations. Goodwill of $63 million has been assigned to the Europe reporting unit and goodwill of $1 million has been assigned to the North America reporting unit. We do not expect goodwill in these reporting units to be deductible for tax purposes. Touchpoint 21 Acquisition In January 2022, we acquired net assets from Touchpoint 21 LLC, an ATM and cash management solutions company operating in Texas and Oklahoma. We have determined that this acquisition represents a business combination and we have recorded acquired assets and liabilities at estimated fair value. The purchase consideration was approximately $15 million. Actual and Pro Forma (unaudited) disclosures Below are the actual results included in Brink's consolidated results for the businesses we acquired in 2022 and the first nine months of 2023.
(In millions) | Revenue |  | Net income attributable to Brink's
Three months ended September 30, 2023 |  |  |
NoteMachine | $ | 38.0 |  |  | (0.1) |
Total | $ | 38.0 |  |  | (0.1) |
Three months ended September 30, 2022 |  |  |
NoteMachine | $ | — |  |  | — |
Total | $ | — |  |  | — |
Nine months ended September 30, 2023 |  |  |
NoteMachine | $ | 106.2 |  |  | — |
Total | $ | 106.2 |  |  | — |
Nine months ended September 30, 2022 |  |  |
NoteMachine | $ | — |  |  | — |
Total | $ | — |  |  | — |
The pro forma consolidated results of Brink's presented below reflect a hypothetical ownership as of January 1, 2021 for the businesses we acquired during 2022.
(In millions) | Revenue |  | Net income attributable to Brink's
Pro forma results of Brink's for the three months ended September 30, |  |  |
2023 |  |  |
Brink's as reported | $ | 1,227.4 |  |  | 45.6 |
NoteMachine(a) | — |  |  | — |
Total | $ | 1,227.4 |  |  | 45.6 |
2022 |  |  |
Brink's as reported | $ | 1,136.7 |  |  | 19.2 |
NoteMachine(a) | 36.0 |  |  | 3.4 |
Total | $ | 1,172.7 |  |  | 22.6 |
Pro forma results of Brink's for the nine months ended September 30, |  |  |
2023 |  |  |
Brink's as reported | $ | 3,629.0 |  |  | 92.7 |
NoteMachine(a) | — |  |  | — |
Total | $ | 3,629.0 |  |  | 92.7 |
2022 |  |  |
Brink's as reported | $ | 3,344.6 |  |  | 125.6 |
NoteMachine(a) | 109.2 |  |  | 9.9 |
Total | $ | 3,453.8 |  |  | 135.5 |
(a)Represents amounts prior to acquisition by Brink's. Argentina Union Payments In the third quarter of 2017, we acquired 100% of the shares of Maco Transportadora de Caudales S.A. ("Maco Transportadora") and Maco Litoral, S.A. ("Maco Litoral" and, together with Maco Transportadora, "Maco"). Maco Transportadora is a CIT and money processing business and Maco Litoral provides CIT and ATM services. Both businesses operate in Argentina. Although the Maco operations were acquired by Brink's Argentina in 2017, the National Antitrust Authority did not formally approve the business acquisitions until 2021. The approval was issued conditioned on the divestiture of certain armored vehicles and relocation of other armored vehicles. These actions were completed in 2022. Upon the acquisition approval by the National Antitrust Authority, the national teamster unions demanded that Maco employees be paid severance benefits as if the employees had been terminated in 2022 and then immediately rehired by Brink's Argentina without their seniority. Brink's Argentina management finalized negotiations with the Maco Transportadora and Maco Litoral unions and has agreed to pay amounts to the union members in monthly installments through June 2024. We recognized $12.5 million in related costs in 2022. In the first nine months of 2023, we recognized a $4.7 million charge for an inflation-adjusted labor increase to the expected payments. Changes in the liability as a result of currency-related remeasurement are reflected in our operating results as described in Note 1. Changes in the liability as a result of labor rate increases are reflected as acquisition-related costs. Due to the fact that management has excluded these amounts when evaluating internal performance, we have excluded the amounts from segment results.

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- Definition The entire disclosure for a business combination (or series of individually immaterial business combinations) completed during the period, including background, timing, and recognized assets and liabilities. The disclosure may include leverage buyout transactions (as applicable). + References Reference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 805 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 5 -Subparagraph (b) -Publisher FASB -URI https://asc.fasb.org//1943274/2147479907/805-20-50-5 Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 805 -Name Accounting Standards Codification -Publisher FASB -URI https://asc.fasb.org//805/tableOfContent + Details
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