Acquisitions and Dispositions

12 Months Ended

Dec. 31, 2024

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 consolidated statements of operations include the results of operations for each acquired entity from the date of acquisition.

In 2024, we acquired three business operations in the North America, Latin America and Europe segments. The aggregate purchase consideration for these three acquisitions was approximately $27 million.

In 2022, we acquired United Kingdom-based business operations that manage ATMs (see "NoteMachine Limited Acquisition" section below) and a smaller business acquisition in the North America segment. The aggregate purchase consideration for these two acquisitions was approximately $209 million.

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.


(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 three 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 December 31, 2023, substantially all amounts were paid to the seller for this component. A smaller component was based on post-acquisition increases in the ATM cash withdrawal interchange fees through June 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 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.