Item 1. Financial Statements
Item 1. Financial Statements
THE BRINK’S COMPANY
and subsidiaries
Condensed Consolidated Balance Sheets
(Unaudited)
(In millions, except for per share amounts) March 31, 2022 December 31, 2021
ASSETS
Current assets:
Cash and cash equivalents $ 733.0 710.3
Restricted cash 313.2 376.4
Accounts receivable, net 771.1 701.8
Prepaid expenses and other 266.6 211.0
Total current assets 2,083.9 1,999.5
Right-of-use assets, net 323.4 299.1
Property and equipment, net 870.1 865.6
Goodwill 1,423.2 1,411.7
Other intangibles 495.5 491.2
Deferred tax assets, net 292.3 239.4
Other 262.0 260.2
Total assets $ 5,750.4 5,566.7
LIABILITIES AND EQUITY
Current liabilities:
Short-term borrowings $ 13.1 9.8
Current maturities of long-term debt 119.9 115.2
Accounts payable 199.2 211.2
Accrued liabilities 882.0 877.3
Restricted cash held for customers 150.3 215.5
Total current liabilities 1,364.5 1,429.0
Long-term debt 2,961.4 2,841.7
Accrued pension costs 213.0 219.3
Retirement benefits other than pensions 322.2 322.2
Lease liabilities 263.4 241.8
Deferred tax liabilities 48.8 49.2
Other 207.3 210.9
Total liabilities 5,380.6 5,314.1
Commitments and contingent liabilities (notes 4, 8 and 14)
Equity:
The Brink's Company ("Brink's") shareholders:
Common stock, par value $ 1 per share:
Shares authorized: 100.0
Shares issued and outstanding: 2022 - 47.6 ; 2021 - 47.4
47.6 47.4
Capital in excess of par value 674.7 670.6
Retained earnings 374.7 312.9
Accumulated other comprehensive loss ( 857.0 ) ( 907.9 )
Brink’s shareholders 240.0 123.0
Noncontrolling interests 129.8 129.6
Total equity 369.8 252.6
Total liabilities and equity $ 5,750.4 5,566.7
See accompanying notes to condensed consolidated financial statements.
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THE BRINK’S COMPANY
and subsidiaries
Condensed Consolidated Statements of Operations
(Unaudited)
Three Months
Ended March 31,
(In millions, except for per share amounts) 2022 2021
Revenues $ 1,074.0 977.7
Costs and expenses:
Cost of revenues 839.7 758.8
Selling, general and administrative expenses 171.6 154.3
Total costs and expenses 1,011.3 913.1
Other operating income (expense) ( 0.3 ) ( 2.9 )
Operating profit 62.4 61.7
Interest expense ( 27.9 ) ( 27.2 )
Interest and other nonoperating income (expense) ( 1.3 ) ( 5.5 )
Income from continuing operations before tax 33.2 29.0
Provision (benefit) for income taxes ( 41.1 ) 13.6
Income from continuing operations 74.3 15.4
Loss from discontinued operations, net of tax ( 0.1 ) —
Net income 74.2 15.4
Less net income attributable to noncontrolling interests 2.9 2.7
Net income attributable to Brink’s 71.3 12.7
Amounts attributable to Brink’s
Continuing operations 71.4 12.7
Discontinued operations ( 0.1 ) —
Net income attributable to Brink’s $ 71.3 12.7
Income per share attributable to Brink’s common shareholders (a) :
Basic:
Continuing operations $ 1.50 0.26
Net income $ 1.49 0.26
Diluted:
Continuing operations $ 1.48 0.25
Net income $ 1.48 0.25
Weighted-average shares
Basic 47.8 49.8
Diluted 48.3 50.5
Cash dividends paid per common share $ 0.20 0.15
(a) Amounts may not add due to rounding.
See accompanying notes to condensed consolidated financial statements.
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THE BRINK’S COMPANY
and subsidiaries
Condensed Consolidated Statements of Comprehensive Income (Loss)
(Unaudited)
Three Months
Ended March 31,
(In millions) 2022 2021
Net income $ 74.2 15.4
Benefit plan adjustments:
Benefit plan actuarial gains (losses) 10.5 ( 0.2 )
Benefit plan prior service costs ( 1.3 ) ( 1.3 )
Total benefit plan adjustments 9.2 ( 1.5 )
Foreign currency translation adjustments 32.1 ( 46.0 )
Unrealized net losses on available-for-sale securities ( 0.4 ) —
Gains on cash flow hedges 13.4 7.2
Other comprehensive income (loss) before tax 54.3 ( 40.3 )
Provision for income taxes 4.9 2.5
Other comprehensive income (loss) 49.4 ( 42.8 )
Comprehensive income (loss) 123.6 ( 27.4 )
Less comprehensive income attributable to noncontrolling interests 1.4 0.6
Comprehensive income (loss) attributable to Brink's $ 122.2 ( 28.0 )
See accompanying notes to condensed consolidated financial statements.
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THE BRINK’S COMPANY
and subsidiaries
Condensed Consolidated Statements of Equity
(Unaudited)
Three Months ended March 31, 2022
(In millions) Shares Common
Stock
Capital in Excess of Par Value Retained
Earnings
AOCI* Noncontrolling
Interests
Total
Balance as of December 31, 2021 47.4 $ 47.4 670.6 312.9 ( 907.9 ) 129.6 252.6
Net income — — — 71.3 — 2.9 74.2
Other comprehensive income (loss) — — — — 50.9 ( 1.5 ) 49.4
Dividends to:
Brink’s common shareholders ($ 0.20 per share)
— — — ( 9.5 ) — — ( 9.5 )
Noncontrolling interests — — — — — ( 1.2 ) ( 1.2 )
Share-based compensation:
Stock awards and options:
Compensation expense — — 7.1 — — — 7.1
Other share-based benefit transactions 0.2 0.2 ( 3.0 ) — — — ( 2.8 )
Balance as of March 31, 2022 47.6 $ 47.6 674.7 374.7 ( 857.0 ) 129.8 369.8
Three Months ended March 31, 2021
(In millions) Shares Common
Stock
Capital in Excess of Par Value Retained
Earnings
AOCI* Noncontrolling
Interests
Total
Balance as of December 31, 2020 49.5 $ 49.5 671.8 407.5 ( 1,000.0 ) 73.7 202.5
Cumulative effect of change in accounting principle (a)
— — — 0.5 — — 0.5
Net income — — — 12.7 — 2.7 15.4
Other comprehensive loss — — — — ( 40.7 ) ( 2.1 ) ( 42.8 )
Dividends to:
Brink’s common shareholders ($ 0.15 per share)
— — — ( 7.4 ) — — ( 7.4 )
Noncontrolling interests — — — — — ( 0.4 ) ( 0.4 )
Share-based compensation:
Stock awards and options:
Compensation expense — — 7.6 — — — 7.6
Consideration from exercise of stock options — — 2.3 — — — 2.3
Other share-based benefit transactions 0.2 0.2 ( 4.2 ) — — — ( 4.0 )
Acquisitions with noncontrolling interests — — — — — 51.4 51.4
Balance as of March 31, 2021 49.7 $ 49.7 677.5 413.3 ( 1,040.7 ) 125.3 225.1
(a) Effective January 1, 2021, we adopted the provisions of ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes. We recognized a cumulative effect adjustment to January 1, 2021 retained earnings as a result of adopting this standard. See Note 1 for further details.
* Accumulated other comprehensive income (loss)
See accompanying notes to condensed consolidated financial statements.
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THE BRINK’S COMPANY
and subsidiaries
Condensed Consolidated Statements of Cash Flows
(Unaudited)
Three Months
Ended March 31,
(In millions)
2022 2021
Cash flows from operating activities:
Net income
$ 74.2 15.4
Adjustments to reconcile net income to net cash used by operating activities:
Loss from discontinued operations, net of tax
0.1 —
Depreciation and amortization
61.0 54.8
Share-based compensation expense
7.1 7.6
Deferred income taxes
( 58.2 ) ( 1.8 )
(Gain) loss on sale of property, equipment and marketable securities 0.2 ( 1.9 )
Impairment losses
2.1 1.2
Retirement benefit funding (more) less than expense:
Pension
( 0.3 ) 2.1
Other than pension
2.0 4.2
Remeasurement losses due to Argentina currency devaluations
4.9 3.0
Other operating
18.4 2.7
Changes in operating assets and liabilities, net of effects of acquisitions:
Accounts receivable and income taxes receivable
( 81.1 ) ( 24.6 )
Accounts payable, income taxes payable and accrued liabilities
( 4.8 ) ( 0.6 )
Restricted cash held for customers ( 52.5 ) ( 66.4 )
Customer obligations
( 0.1 ) 18.4
Prepaid and other current assets
( 48.4 ) ( 15.2 )
Other
( 0.9 ) ( 0.4 )
Net cash used by operating activities
( 76.3 ) ( 1.5 )
Cash flows from investing activities:
Capital expenditures
( 37.0 ) ( 32.2 )
Acquisitions, net of cash acquired ( 11.4 ) ( 108.1 )
Marketable securities:
Purchases ( 0.5 ) —
Sales 0.5 0.6
Cash proceeds from sale of property and equipment 1.2 1.9
Net change in loans held for investment ( 4.8 ) —
Acquisition of customer contracts — ( 0.7 )
Net cash used by investing activities ( 52.0 ) ( 138.5 )
Cash flows from financing activities:
Borrowings (repayments) of debt:
Short-term borrowings 3.4 10.5
Long-term revolving credit facilities:
Borrowings 1,288.7 399.5
Repayments ( 1,153.0 ) ( 283.3 )
Other long-term debt:
Borrowings 3.9 2.6
Repayments ( 30.6 ) ( 27.0 )
Settlement of acquisition related contingencies — 6.1
Payment of acquisition-related obligation — ( 2.9 )
Dividends to:
Shareholders of Brink’s ( 9.5 ) ( 7.4 )
Noncontrolling interests in subsidiaries ( 1.2 ) ( 0.4 )
Proceeds from exercise of stock options — 2.3
Tax withholdings associated with share-based compensation ( 3.8 ) ( 5.1 )
Other 0.9 0.5
Net cash provided by financing activities 98.8 95.4
Effect of exchange rate changes on cash ( 11.0 ) ( 26.0 )
Cash, cash equivalents and restricted cash:
Decrease ( 40.5 ) ( 70.6 )
Balance at beginning of period 1,086.7 942.9
Balance at end of period $ 1,046.2 872.3
See accompanying notes to condensed consolidated financial statements.
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THE BRINK’S COMPANY
and subsidiaries
Notes to Condensed Consolidated Financial Statements
(Unaudited)
Note 1 - Basis of presentation
The Brink’s Company (along with its subsidiaries, “Brink’s”, the “Company”, “we”, “us” or “our”) has four operating segments:
• North America
• Latin America
• Europe
• Rest of World
Our unaudited interim condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) for interim financial reporting and applicable quarterly reporting regulations of the Securities and Exchange Commission (the “SEC”). Accordingly, the unaudited condensed consolidated financial statements do not include all of the information and notes required by GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation have been included. Operating results for interim periods are not necessarily indicative of the results that may be expected for the full year. These unaudited condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes in our Annual Report on Form 10-K for the year ended December 31, 2021.
Use of Estimates
In accordance with GAAP, we have made a number of estimates and assumptions relating to the reporting of assets and liabilities and the disclosure of contingent assets and liabilities to prepare these condensed consolidated financial statements. Actual results could differ materially from these estimates. The most significant estimates are related to goodwill, intangibles and other long-lived assets, pension and other retirement benefit assets and obligations, legal contingencies, allowance for doubtful accounts, deferred tax assets and purchase price allocations.
In the first quarter of 2022, we further refined our global methodology of estimating the allowance for doubtful accounts. Our previous method to estimate currently expected credit losses in receivables (the allowance) was weighted significantly to a review of historical loss rates and specific identification of higher risk customer accounts. It also considered current and expected economic conditions, particularly the effects of the coronavirus (COVID-19) pandemic, in determining an appropriate allowance. As many of our regions begin to recover from the pandemic, we have re-assessed those earlier assumptions and estimates. Our updated method now also includes an estimated allowance for accounts receivable significantly past due in order to adjust for at-risk receivables not captured in our previous method. As part of the analysis under the updated estimation methodology, we noted an increase in accounts receivable significantly past due, particularly in the U.S., and we recorded an additional allowance of $ 16.7 million. Due to the fact that management has excluded this amount when evaluating internal performance, we have excluded it from segment results.
While some of our locations noted improved economics in 2021 and into the first quarter of 2022, our current estimates could be materially adversely affected in future periods by the COVID-19 pandemic, including as a result of new variants of the COVID-19 virus, such as the Delta and, more recently, Omicron variants. The COVID-19 pandemic began to have an adverse impact on our results of operations in the quarter ended March 31, 2020 as a result of reduced customer volumes, changes to our operating procedures and increases in our costs to provide services. We have taken and continue to take actions to adjust the way we operate and reduce our costs through restructuring activities and operational changes to address these impacts and align to future anticipated revenue levels.
We are continually assessing the impact that the COVID-19 pandemic, and the actions taken in response to it, will have on our employees, businesses and segments, customers and vendors and the industries that we serve. The full impact depends on many factors that are uncertain or not yet identifiable. We expect these factors will continue to impact our financial condition and our results of operations for a duration that is currently unknown. We will continue to monitor developments affecting our condensed consolidated financial statements, including indicators that goodwill or other long-lived assets may be impaired, increases in valuation allowances for doubtful accounts or deferred tax assets may be necessary or other accruals that may increase or be necessary resulting from actions taken to reduce our cost structure or conserve our liquidity. As noted above, we increased our allowance for doubtful accounts based on a re-assessment of our estimate and the aging of receivables in the wake of the pandemic.
Consolidation
The condensed consolidated financial statements include our controlled subsidiaries. Control is determined based on ownership rights or, when applicable, based on whether we are considered to be the primary beneficiary of a variable interest entity. See "Venezuela" section below for further information. For controlled subsidiaries that are not wholly-owned, the noncontrolling interests are included in net income and in total equity.
Investments in businesses that we do not control, but for which we have the ability to exercise significant influence over operating and financial policies, are accounted for under the equity method and our proportionate share of income or loss is recorded in other operating income (expense). Investments in businesses for which we do not have the ability to exercise significant influence over operating and financial policies are accounted for at fair value, if readily determinable, with changes in fair value recognized in net income. For equity
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investments that do not have a readily determinable fair value, we measure these investments at cost minus impairment, if any, plus or minus changes from observable price changes. All intercompany accounts and transactions have been eliminated in consolidation.
Foreign Currency Translation
Our condensed consolidated financial statements are reported in U.S. dollars. Our foreign subsidiaries maintain their records primarily in the currency of the country in which they operate. The method of translating local currency financial information into U.S. dollars depends on whether the economy in which our foreign subsidiary operates has been designated as highly inflationary or not. Economies with a three-year cumulative inflation rate of more than 100% are considered highly inflationary.
Assets and liabilities of foreign subsidiaries in non-highly inflationary economies are translated into U.S. dollars using rates of exchange at the balance sheet date. Translation adjustments are recorded in other comprehensive income (loss). Revenues and expenses are translated at rates of exchange in effect during the year. Transaction gains and losses are recorded in net income.
Foreign subsidiaries that operate in highly inflationary countries use the U.S. dollar as their functional currency. Local currency monetary assets and liabilities are remeasured into U.S. dollars using rates of exchange as of each balance sheet date, with remeasurement adjustments and other transaction gains and losses recognized in earnings. Other than nonmonetary equity securities, nonmonetary assets and liabilities do not fluctuate with changes in local currency exchange rates to the dollar. For nonmonetary equity securities traded in highly inflationary economies, the fair market value of the equity securities are remeasured at the current exchange rates to determine gain or loss to be recorded in net income. Revenues and expenses are translated at rates of exchange in effect during the year.
Argentina
We operate in Argentina through wholly owned subsidiaries and a smaller controlled subsidiary (together "Brink's Argentina"). Revenues from Brink's Argentina represented approximately 5 % of our consolidated revenues for the first three months of 2022 and 4 % of our consolidated revenues for the first three months of 2021.
The operating environment in Argentina continues to present business challenges, including ongoing devaluation of the Argentine peso and significant inflation. In the first three months of 2022 and 2021, the Argentine peso declined approximately 7 % (from 103.1 to 111.1 pesos to the U.S. dollar) and approximately 8 % (from 84.0 to 91.7 pesos to the U.S. dollar), respectively. For the year ended December 31, 2021, the Argentine peso declined approximately 19 % (from 84.0 to 103.1 pesos to the U.S. dollar).
Beginning July 1, 2018, we designated Argentina's economy as highly inflationary for accounting purposes. As a result, we consolidated Brink's Argentina using our accounting policy for subsidiaries operating in highly inflationary economies beginning with the third quarter of 2018. Argentine peso-denominated monetary assets and liabilities are remeasured at each balance sheet date using the currency exchange rate then in effect, with currency remeasurement gains and losses recognized in earnings. In the first three months of 2022, we recognized a $ 4.9 million pretax remeasurement loss. In the first three months of 2021, we recognized a $ 3.0 million pretax remeasurement loss.
At March 31, 2022, Argentina's economy remains highly inflationary for accounting purposes. At March 31, 2022, we had net monetary assets denominated in Argentine pesos of $ 69.0 million (including cash of $ 62.7 million). At March 31, 2022, we had net nonmonetary assets of $ 154.0 million (including $ 99.8 million of goodwill, $ 7.8 million in equity securities denominated in Argentine pesos and $ 4.1 million in debt securities denominated in Argentine pesos).
At December 31, 2021, we had net monetary assets denominated in Argentine pesos of $ 60.1 million (including cash of $ 52.9 million) and net nonmonetary assets of $ 155.3 million (including $ 99.8 million of goodwill, $ 8.2 million in equity securities denominated in Argentine pesos and $ 4.3 million in debt securities denominated in Argentine pesos).
During September 2019, the Argentine government announced currency controls on both companies and individuals. The Argentine central bank issued details as to how the exchange control procedures would operate in practice. Under these procedures, central bank approval is required for many transactions, including dividend repatriation abroad.
We have previously elected to use other market mechanisms to convert Argentine pesos into U.S. dollars. Conversions under these other market mechanisms generally settle at rates that are less favorable than the rates at which we remeasure the financial statements of Brink’s Argentina. We did not have any such conversion losses in the three months ended March 31, 2022 or March 31, 2021.
Although the Argentine government has implemented currency controls, Brink’s management continues to provide guidance and strategic oversight, including budgeting and forecasting for Brink’s Argentina. We continue to control our Argentina business for purposes of consolidation of our financial statements and continue to monitor the situation in Argentina.
Venezuela
Our Venezuelan operations offer transportation and route-based logistics management services for cash and valuables throughout Venezuela. Currency exchange regulations, combined with other government regulations, such as price controls and strict labor laws, significantly limit our ability to make and execute operational decisions at our Venezuelan subsidiaries. As a result of these conditions, we do not meet the accounting criteria for control over our Venezuelan operations and, as a result, we report the results of our investment in our Venezuelan subsidiaries using the cost method of accounting, the basis of which approximates zero. Prior to the imposition of the U.S. government sanctions in 2019, we provided immaterial amounts of financial support to our Venezuela operations. We continue to monitor the situation in Venezuela, including the imposition of sanctions by the U.S. government targeting Venezuela.
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Goodwill
Goodwill is recognized for the excess of the purchase price over the fair value of tangible and identifiable intangible net assets of businesses acquired. We review goodwill for impairment annually, as of October 1, and whenever events or circumstances in interim periods indicate that it is more likely than not that an impairment may have occurred. Impairment indicators were reviewed as of March 31, 2022 and we concluded that there were no indicators that would more likely than not reduce the fair value of a reporting unit below its carrying amount. We will continue to monitor results in future periods to determine whether any indicators of impairment exist that would cause us to perform an impairment review.
Restricted Cash
In France and Malaysia, we offer services to certain of our customers where we manage some or all of their cash supply chains. In connection with these offerings, we take temporary title to certain customers' cash, which is included as restricted cash in our financial statements due to customer agreement or regulation. In addition, in accordance with a revolving credit facility, as of March 31, 2022, we are required to maintain a restricted cash reserve of $ 15.0 million (also $ 15.0 million at December 31, 2021) and, due to this contractual restriction, we have classified these amounts as restricted cash in our condensed consolidated balance sheet.
New Accounting Standards
In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes , which removes certain exceptions for recognizing deferred taxes for investments, performing intraperiod tax allocations and calculating income taxes in interim periods. The ASU also adds guidance to reduce complexity in certain areas, including recognizing deferred taxes for tax goodwill and allocating taxes to members of a consolidated group. ASU 2019-12 was effective for us on January 1, 2021. We recognized a cumulative-effect adjustment increasing retained earnings by $ 0.5 million on January 1, 2021.
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Note 2 - Revenue from Contracts with Customers
Performance Obligations
We provide various services to meet the needs of our customers and we group these service offerings into three broad categories: Core Services, High-Value Services and Other Security Services.
Core Services
Cash-in-transit ("CIT") and basic ATM services are core services we provide to customers throughout the world. We charge customers per service performed or based on the value of goods transported. CIT services generally involve the secure transportation of cash, securities and other valuables between businesses, financial institutions and central banks. Basic ATM services are generally composed of management services, including cash replenishment and forecasting, remote monitoring, transaction processing, installation and maintenance.
High-Value Services
Our high-value services leverage our brand, global infrastructure and core services and include cash management services, global services, ATM managed services and payment services. We offer a variety of cash management services such as currency and coin counting and sorting, deposit preparation and reconciliation, and safe device installation and servicing (including our CompuSafe ® service). Our global services business provides secure ground, sea and air transportation and storage of highly-valued commodities including diamonds, jewelry, precious metals and other valuables. We provide ATM managed services in North America and Europe for customers using Brink's-owned machines as well as machines owned by third parties. We also provide payment services which include bill payment and processing services on behalf of utility companies and other service providers plus general purpose reloadable prepaid cards and payroll cards.
Other Security Services
Our other security services feature the protection of airports, offices, warehouses, stores, and public venues in Europe, Rest of World and Latin America.
For performance obligations related to the services described above, we generally satisfy our obligations as each action to provide the service to the customer occurs. Because the customers simultaneously receive and consume the benefits from our services, these performance obligations are deemed to be satisfied over time. We use an output method, units of service provided, to recognize revenue because that is the best method to represent the transfer of our services to the customer at the agreed upon rate for each action.
Although not as significant as our service offerings, we also sell goods to customers from time to time, such as safe devices. In those transactions, we satisfy our performance obligation at a point in time. We recognize revenue when the goods are delivered to the customer as that is the point in time that best represents when control has transferred to the customer.
Our contracts with customers describe the services we can provide along with the fees for each action to provide the service. We typically send invoices to customers for all of the services we have provided within a monthly period and payments are generally due within 30 to 60 days of the invoice date.
Although our customer contracts specify the fees for each action to provide service, the majority of the services stated in our contracts do not have a defined quantity over the contract term. Accordingly, the transaction price is considered variable as there is an unknown volume of services that will be rendered over the course of the contract. We recognize revenue for these services in the period in which they are provided to the customer based on the contractual rate at which we have the right to invoice the customer for each action.
Some of our contracts with customers contain clauses that define the level of service that the customer will receive. The service level agreements (“SLA”) within those contracts contain specific calculations to determine whether the appropriate level of service has been met within a specific period, which is typically a month. We estimate SLA penalties and recognize the amounts as a reduction to revenue.
Taxes collected from customers and remitted to governmental authorities are not included in revenues in the condensed consolidated statements of operations.
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Revenue Disaggregated by Reportable Segment and Type of Service
(In millions)
Core Services High-Value Services Other Security Services Total
Three months ended March 31, 2022
Reportable Segments:
North America $ 185.6 183.2 — 368.8
Latin America 172.4 113.5 5.4 291.3
Europe 103.9 84.7 33.5 222.1
Rest of World 54.7 124.3 12.8 191.8
Total reportable segments $ 516.6 505.7 51.7 1,074.0
Three months ended March 31, 2021
Reportable Segments:
North America $ 179.4 137.7 — 317.1
Latin America 160.2 105.5 4.0 269.7
Europe 111.3 71.1 32.0 214.4
Rest of World 54.6 111.7 10.2 176.5
Total reportable segments $ 505.5 426.0 46.2 977.7
The majority of our revenues from contracts with customers are earned by providing services and these performance obligations are satisfied over time. Smaller amounts of revenues are earned from selling goods, such as safes, to customers where the performance obligations are satisfied at a point in time.
Certain of our high-value services involve the leasing of assets, such as safes, to our customers along with the regular servicing of those safe devices. Revenues related to the leasing of these assets are recognized in accordance with applicable lease guidance, but are included in the above table as the amounts are a small percentage of overall revenues.
Contract Balances
Contract Assets
Although payment terms and conditions can vary, for the majority of our customer contracts, we invoice for all of the services provided to the customer within a monthly period. For certain customer contracts, the timing of our performance may precede our right to invoice the customer for the total transaction price. For example, Brink's affiliates in certain countries, primarily in Latin America, negotiate annual price adjustments with certain customers and, once the price increases are finalized, the pricing changes are made retroactive to services provided in earlier periods. These retroactive pricing adjustments are estimated and recognized as revenue with a corresponding contract asset in the same period in which the related services are performed. As the estimate of the ultimate transaction price changes, we recognize a cumulative catch-up adjustment for the change in estimate. In our Rest of World segment, certain Brink's affiliates provide services to specific customers and, per contract, a portion of the consideration is retained by the customers until the contract is completed. The retention amounts are reported as contract assets until we have the right to bill the customer for these amounts. Contract assets expected to be collected within one year ($ 4.0 million at March 31, 2022) are included in prepaid expenses and other on the condensed consolidated balance sheet. Amounts not expected to be billed and collected within one year ($ 3.7 million at March 31, 2022) are reported in other assets on the condensed consolidated balance sheet.
Contract Liabilities
For other customer contracts, we may obtain the right to payment or receive customer payments prior to performing the related services under the contract. When the right to customer payments or receipt of payments precedes our performance, we recognize a contract liability, which is included in accrued liabilities on the condensed consolidated balance sheet.
The opening and closing balances of receivables, contract assets and contract liabilities related to contracts with customers are as follows:
(In millions) Receivables Contract Assets Contract Liabilities
Opening (January 1, 2022) $ 701.8 6.3 17.9
Closing (March 31, 2022) 771.1 7.7 18.2
Increase (decrease) $ 69.3 1.4 0.3
The amount of revenue recognized in the three months ended March 31, 2022 that was included in the January 1, 2022 contract liabilities balance was $ 3.8 million. This revenue consists of services provided to customers who had prepaid for those services prior to the current year.
Revenue recognized in the three months ended March 31, 2022 from performance obligations satisfied in the prior year was not significant. This revenue is a result of changes in the transaction price of our contracts with customers.
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Contract Costs
Sales commissions directly related to obtaining new contracts with customers are capitalized when incurred and are then amortized to expense ratably over the term of the contracts. At March 31, 2022, the net capitalized costs to obtain contracts was included in other assets on the condensed consolidated balance sheet. The capitalized amount at March 31, 2022 and December 31, 2021 were $ 2.1 million and $ 2.0 million, respectively. The amortization expense in the first three months of 2022 and 2021 was not significant in either period.
Practical Expedients
For the majority of our contracts with customers, we invoice a fixed amount for each unit of service we have provided. These contracts provide us with the right to invoice for an amount or rate that corresponds to the value we have delivered to our customers. The volume of services that will be provided to customers over the term is not known at inception of these contracts. Therefore, while the rate per unit of service is known, the transaction price itself is variable. For this reason, we recognize revenue from these contracts equal to the amount for which we have the contractual right to invoice the customers. Because we are not required to estimate variable consideration related to the transaction price in order to recognize revenue, we are also not required to estimate the variable consideration to provide certain disclosures. As a result, we have elected to use the optional exemption related to the disclosure of transaction prices, amounts allocated to remaining performance obligations and the future periods in which revenue will be recognized, sometimes referred to as backlog.
We have also elected to use the practical expedient for financing components related to our contract liabilities. We do not recognize interest expense on contracts for which the period between our receipt of customer payments and our service to the customer is one year or less.
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Note 3 - Segment information
We identify our operating segments based on how our chief operating decision maker (“CODM”) allocates resources, assesses performance and makes decisions. Our CODM is our President and Chief Executive Officer. Our CODM evaluates performance and allocates resources to each operating segment based on a profit or loss measure which, at the reportable segment level, excludes the following:
• Corporate expenses - include corporate headquarters costs, regional management costs, currency transaction gains and losses, adjustments to reconcile segment accounting policies to GAAP, and costs related to global initiatives.
• Other items not allocated to segments - certain significant items such as reorganization and restructuring actions that are evaluated on an individual basis by management and are not considered part of the ongoing activities of the business are excluded from segment results. We also exclude certain costs, gains and losses related to acquisitions and dispositions of assets and of businesses. Brink's Argentina is consolidated using our accounting policy for subsidiaries operating in highly inflationary economies. We have excluded from our segment results the impact of highly inflationary accounting in Argentina, including currency remeasurement losses. Net charges related to a change in the methodology for estimating the allowance for doubtful accounts have been excluded from segment results. We have also excluded from our segment results net charges related to an internal loss in our U.S. global services operations. The net impact of the internal losses has included estimated bad debt expense for uncollectible receivables as well as legal costs to recover losses from insurance. The charges related to the internal losses have been offset by collections of previously reserved receivables and insurance recoveries.
We manage our business in the following four segments:
• North America – operations in the U.S. and Canada, including the Brink’s Global Services ("BGS") line of business,
• Latin America – operations in Latin American countries where we have an ownership interest, including the BGS line of business. This segment includes operations in Mexico, which was previously reported in the North America segment,
• Europe – total operations in European countries that primarily provide services outside of the BGS line of business, and
• Rest of World – operations in the Middle East, Africa and Asia. This segment also includes total operations in European countries that primarily provide BGS services and BGS activity in Latin American countries where we do not have an ownership interest.
Prior to 2021, all business units within the operating segments followed an internal Brink's accounting policy for determining an allowance for doubtful accounts and recognizing bad debt expense. The allowance amounts reported by the operating segments were then reconciled to the required U.S. GAAP estimated consolidated allowance amount, and any differences were reported as part of Corporate expenses. During the first quarter of 2021, we changed the allowance calculation method of the U.S. business within the North America operating segment, in order to more closely align it with U.S. GAAP requirements. Differences between U.S. GAAP and existing internal policy were not significant for all other business units within the operating segments, and so no other changes were made, and reconciling amounts for those units will continue to be reported as part of Corporate expense. For the North America segment, the impact of this change in reporting was to reduce the segment allowance and to increase segment operating profit by $ 12.3 million in the first quarter of 2021. There was no net impact to condensed consolidated results, as a corresponding offsetting adjustment occurred on Corporate expenses.
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The following table summarizes our revenues and segment profit for each of our reportable segments and reconciles these amounts to consolidated revenues and operating profit:
Revenues
Operating Profit
Three Months Ended March 31, Three Months Ended March 31,
(In millions)
2022 2021 2022 2021
Reportable Segments:
North America
$ 368.8 317.1 24.4 32.3
Latin America
291.3 269.7 63.0 58.7
Europe 222.1 214.4 14.8 10.6
Rest of World
191.8 176.5 33.1 30.4
Total reportable segments
1,074.0 977.7 135.3 132.0
Reconciling Items:
Corporate expenses:
General, administrative and other expenses
— — ( 28.5 ) ( 30.1 )
Foreign currency transaction gains (losses)
— — 2.4 0.1
Reconciliation of segment policies to GAAP (a)
— — 2.9 ( 11.9 )
Other items not allocated to segments:
Reorganization and Restructuring (b)
— — ( 11.7 ) ( 6.6 )
Acquisitions and dispositions (c)
— — ( 15.2 ) ( 18.7 )
Argentina highly inflationary impact (d)
— — ( 6.1 ) ( 3.9 )
Change in allowance estimate (e)
— — ( 16.7 ) —
Internal loss (f)
— — — 0.8
Total
$ 1,074.0 977.7 $ 62.4 61.7
(a) This line item includes adjustments to bad debt expense and a Mexico profit sharing plan accrual reported by the segments to the estimated consolidated amounts required by U.S. GAAP.
(b) Management periodically implements restructuring actions in targeted sections of our business. Due to the unique circumstances around the charges related to these actions, they have not been allocated to segment results.
(c) Certain acquisition and disposition items that are not considered part of the ongoing activities of the business and are special in nature are consistently excluded from segment results. These items include amortization expense for acquisition-related intangible assets and integration, transaction and restructuring costs related to business acquisitions.
(d) We have designated Argentina's economy as highly inflationary for accounting purposes. Currency remeasurement gains and losses related to peso-denominated monetary assets and liabilities as well as incremental expense related to nonmonetary assets are excluded from segment results.
(e) Represents charge related to a change in our methodology to estimate our allowance for doubtful accounts recognized in the first quarter of 2022. See Note 1 for further details.
(f) Represents net credits related to an internal loss in our U.S. global services operations. The credits result from collection of previously reserved accounts receivable.
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Note 4 - Retirement benefits
Pension plans
We have various defined-benefit pension plans covering eligible current and former employees. Benefits under most plans are based on salary and years of service.
The components of net periodic pension cost for our pension plans were as follows:
U.S. Plans Non-U.S. Plans Total
(In millions) 2022 2021 2022 2021 2022 2021
Three months ended March 31,
Service cost $ — — 2.1 2.2 2.1 2.2
Interest cost on projected benefit obligation 5.7 5.3 3.3 2.9 9.0 8.2
Return on assets – expected ( 12.1 ) ( 11.8 ) ( 2.9 ) ( 3.1 ) ( 15.0 ) ( 14.9 )
Amortization of losses 5.8 8.4 0.5 1.6 6.3 10.0
Settlement loss — — 0.4 0.4 0.4 0.4
Net periodic pension cost $ ( 0.6 ) 1.9 3.4 4.0 2.8 5.9
We did not make cash contributions to the primary U.S. pension plan in 2021 or the first three months of 2022. Based on current assumptions described in our Annual Report on Form 10-K for the year ended December 31, 2021, we do not expect to make contributions to the primary U.S. pension plan in the foreseeable future.
Retirement benefits other than pensions
We provide retirement healthcare benefits for eligible current and former U.S., Canadian, and Brazilian employees. Retirement benefits related to our former U.S. coal operations include medical benefits provided by the Pittston Coal Group Companies Employee Benefit Plan for United Mine Workers of America Represented Employees (the “UMWA plans”) as well as costs related to Black Lung obligations.
The components of net periodic postretirement cost related to retirement benefits other than pensions were as follows:
UMWA Plans Black Lung and Other Plans Total
(In millions) 2022 2021 2022 2021 2022 2021
Three months ended March 31,
Interest cost on accumulated postretirement benefit obligations $ 2.7 2.5 0.9 0.8 3.6 3.3
Return on assets – expected ( 3.3 ) ( 3.1 ) — — ( 3.3 ) ( 3.1 )
Amortization of losses 3.1 4.8 1.9 2.1 5.0 6.9
Amortization of prior service cost ( 1.2 ) ( 1.2 ) — — ( 1.2 ) ( 1.2 )
Net periodic postretirement cost $ 1.3 3.0 2.8 2.9 4.1 5.9
The components of net periodic pension cost and net periodic postretirement cost other than the service cost component are included in interest and other nonoperating income (expense) in the condensed consolidated statements of operations.
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Note 5 - Income taxes
Three Months Ended March 31,
2022 2021
Continuing operations
Provision (benefit) for income taxes (in millions) $ ( 41.1 ) 13.6
Effective tax rate ( 123.8 %) 46.9 %
Valuation Allowance-Tax Credits
In the first quarter of 2022, we concluded that it is more likely than not that a substantial amount of the U.S. deferred tax assets for U.S. foreign tax credit and general business credit carryforwards that previously required a valuation allowance would be realized. Our conclusion was based upon an analysis of the final foreign tax credit regulations that the U.S. Treasury published in the Federal Register on January 4, 2022. Based upon this analysis, we determined a significant amount of the post-2021 foreign withholding taxes will now be ineligible for U.S. foreign income tax credit treatment and therefore we are forecasting that our U.S. operations will no longer annually be generating new foreign tax credits in excess of its annual foreign tax credit utilization limit. As a result, we expect to be able to utilize a substantial amount of our foreign tax credit and general business tax credit carryforwards to offset future tax prior to their expiration. Accordingly, we reversed a substantial amount of our valuation allowance on our net U.S. deferred tax assets, resulting in a $ 58.3 million benefit in our provision for income taxes. This benefit was recorded in the first quarter of 2022. Due to the novel approach that the final regulations impose, it is possible that further developments in foreign country or U.S. tax laws could occur and may require us to change our assessment of the ultimate amounts we consider more-likely-than-not to be realized.
2022 Compared to U.S. Statutory Rate
The effective income tax rate on continuing operations in the first three months of 2022 was less than the 21% U.S. statutory rate primarily due to the release of valuation allowances on U.S. tax credits deemed realizable as a result of the issuance of U.S. final foreign tax credit regulations, offset by the geographical mix of earnings, the seasonality of book losses for which no tax benefit can be recorded, nondeductible expenses in Mexico, taxes on cross border payments and U.S. taxable income limitations, and the characterization of a French business tax as an income tax.
2021 Compared to U.S. Statutory Rate
The effective income tax rate on continuing operations in the first three months of 2021was greater than the 21% U.S. statutory rate primarily due to the geographical mix of earnings, the seasonality of book losses for which no tax benefit can be recorded, nondeductible expenses in Mexico, taxes on cross border payments and U.S. taxable income limitations, and the characterization of a French business tax as an income tax.
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Note 6 - 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.
PAI, Midco Inc.
On April 1, 2021 , we acquired 100 % of the capital stock of PAI Midco, Inc., which directly or indirectly owns 100% of the ownership interests in four additional entities (collectively, "PAI"), for approximately $ 216 million. PAI was the largest privately-held provider of ATM services in the U.S. and generated approximately $ 94 million in revenues in 2020.
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 PAI in the first quarter of 2022. There were no material changes in the first quarter of 2022 to the amounts previously disclosed.
G4S ("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 ("G4Si"), a company which directly or indirectly owns controlling interests in multiple businesses providing secure international transportation of valuables. From the second quarter of 2020 through the first quarter of 2021, we acquired cash management operations from G4S located in the Netherlands, Belgium, Ireland, Hong Kong, Cyprus, Romania, the Czech Republic, Malaysia, the Dominican Republic, the Philippines, Indonesia, Estonia, Latvia, Lithuania, Macau, Luxembourg and Kuwait. For the majority of these acquisitions, we acquired 100 % of the ownership interests. In Malaysia, the Dominican Republic, the Philippines, Indonesia and Kuwait, 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 as of March 31, 2022 is $ 826 million. We have also paid G4S approximately $ 114 million for net intercompany receivables from the acquired subsidiaries. The G4S businesses acquired generated approximately $ 800 million in annual revenues in 2019.
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 March 31, 2022 as we believe it is unlikely that the contingent consideration payments will be reduced.
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 in 2021 for the businesses we acquired in 2020. For the remaining businesses acquired from G4S in 2021, we finalized our purchase accounting in the first quarter of 2022. There were no material changes in the first quarter of 2022 to the amounts previously disclosed.
Other Acquisition in 2022
In January 2022, PAI 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 is approximately $ 15 million.
Acquisition Costs
We have incurred $ 0.4 million in transaction costs related to business acquisitions in the first three months of 2022 (compared to $ 2.4 million in the first three months of 2021). These costs are classified in the condensed consolidated statements of operations as selling, general and administrative expenses.
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Note 7 - Accumulated other comprehensive income (loss)
Other comprehensive income (loss), including the amounts reclassified from accumulated other comprehensive loss into earnings, was as follows:
Amounts Arising During
the Current Period Amounts Reclassified to
Net Income (Loss)
(In millions) Pretax Income
Tax Pretax Income
Tax Total Other
Comprehensive
Income (Loss)
Three months ended March 31, 2022
Amounts attributable to Brink's:
Benefit plan adjustments $ ( 0.9 ) 0.2 10.1 ( 2.4 ) 7.0
Foreign currency translation adjustments (b)
35.1 ( 0.4 ) ( 1.5 ) 0.4 33.6
Unrealized losses on available-for-sale securities ( 0.4 ) — — — ( 0.4 )
Gains (losses) on cash flow hedges ( 1.2 ) 2.1 14.6 ( 4.8 ) 10.7
32.6 1.9 23.2 ( 6.8 ) 50.9
Amounts attributable to noncontrolling interests:
Foreign currency translation adjustments ( 1.5 ) — — — ( 1.5 )
( 1.5 ) — — — ( 1.5 )
Total
Benefit plan adjustments (a)
( 0.9 ) 0.2 10.1 ( 2.4 ) 7.0
Foreign currency translation adjustments (b)
33.6 ( 0.4 ) ( 1.5 ) 0.4 32.1
Unrealized losses on available-for-sale securities (c)
( 0.4 ) — — — ( 0.4 )
Gains (losses) on cash flow hedges (d)
( 1.2 ) 2.1 14.6 ( 4.8 ) 10.7
$ 31.1 1.9 23.2 ( 6.8 ) 49.4
Three months ended March 31, 2021
Amounts attributable to Brink's:
Benefit plan adjustments $ ( 17.3 ) 4.1 16.1 ( 4.6 ) ( 1.7 )
Foreign currency translation adjustments (b)
( 44.2 ) — — — ( 44.2 )
Gains (losses) on cash flow hedges 10.5 ( 3.4 ) ( 3.3 ) 1.4 5.2
( 51.0 ) 0.7 12.8 ( 3.2 ) ( 40.7 )
Amounts attributable to noncontrolling interests:
Benefit plan adjustments ( 0.3 ) — — — ( 0.3 )
Foreign currency translation adjustments ( 1.8 ) — — — ( 1.8 )
( 2.1 ) — — — ( 2.1 )
Total
Benefit plan adjustments (a)
( 17.6 ) 4.1 16.1 ( 4.6 ) ( 2.0 )
Foreign currency translation adjustments (b)
( 46.0 ) — — — ( 46.0 )
Gains (losses) on cash flow hedges (d)
10.5 ( 3.4 ) ( 3.3 ) 1.4 5.2
$ ( 53.1 ) 0.7 12.8 ( 3.2 ) ( 42.8 )
(a) The amortization of actuarial losses and prior service cost is part of total net periodic retirement benefit cost when reclassified to net income. Net periodic retirement benefit cost also includes service cost, interest cost, expected return on assets, and settlement losses. Total service cost is allocated between cost of revenues and selling, general and administrative expenses on a plan-by-plan basis and the remaining net periodic retirement benefit cost items are allocated to interest and other nonoperating expense:
Three Months Ended March 31,
(In millions) 2022 2021
Total net periodic retirement benefit cost included in:
Cost of revenues $ 1.6 1.7
Selling, general and administrative expenses 0.5 0.5
Interest and other nonoperating expense 4.8 9.6
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(b) 2022 foreign currency translation adjustment amounts arising during the three months ended March 31, 2022 reflect primarily the appreciation of the Brazilian real and the Mexican peso, partially offset by the devaluation of the euro and British pound. 2021 foreign currency translation adjustment amounts arising during the three months ended March 31, 2021 reflect primarily the devaluation of the euro and Brazilian real.
(c) Gains and losses on sales of available-for-sale debt securities are reclassified from accumulated other comprehensive income (loss) to the condensed consolidated statements of operations when the gains or losses are realized. Pretax amounts are classified in the condensed consolidated statements of operations as interest and other income (expense).
(d) Pretax gains and losses on cash flow hedges are classified in the condensed consolidated statements of operations as:
• other operating income (expense) ($ 11.8 million gain in the three months ended March 31, 2022 and $ 6.1 million gain in the three months ended March 31, 2021)
• interest expense ($ 2.8 million of expense in the three months ended March 31, 2022 and $ 2.7 million of expense in the three months ended March 31, 2021).
The changes in accumulated other comprehensive loss attributable to Brink’s are as follows:
(In millions) Benefit Plan Adjustments Foreign Currency Translation Adjustments Unrealized Losses on Available-for-Sale Securities Gains (Losses) on Cash Flow Hedges Total
Balance as of December 31, 2021 $ ( 474.0 ) ( 425.7 ) ( 0.1 ) ( 8.1 ) ( 907.9 )
Other comprehensive income (loss) before reclassifications ( 0.7 ) 34.7 ( 0.4 ) 0.9 34.5
Amounts reclassified from accumulated other comprehensive loss to net income 7.7 ( 1.1 ) — 9.8 16.4
Other comprehensive income (loss) attributable to Brink's 7.0 33.6 ( 0.4 ) 10.7 50.9
Balance as of March 31, 2022 $ ( 467.0 ) ( 392.1 ) ( 0.5 ) 2.6 ( 857.0 )
Note 8 - Fair value of financial instruments
Investments in Marketable Securities
We have investments in mutual funds, equity securities and available for sale debt securities that are carried at fair value in the condensed financial statements. For these investments, fair value was based on quoted market prices, which we have categorized as a Level 1 valuation.
Fixed-Rate Debt
The fair value and carrying value of our material fixed-rate debt, excluding any unamortized debt issuance costs, are as follows:
(In millions) March 31, 2022 December 31, 2021
$600 million senior unsecured notes
Carrying value $ 600.0 600.0
Fair value 575.9 625.7
$400 million senior unsecured notes
Carrying value 400.0 400.0
Fair value 392.8 414.8
Pricing inputs for nonpublic debt are often not observable. The fair value estimates of our senior notes reflect unobservable estimates and assumptions, which we have categorized as a Level 3 valuation. Our fair value estimates were based on the present value of future cash flows, discounted at rates for public debt at the measurement date. The rates for public debt were additionally adjusted for a factor which represented the change in the interest spreads between the inception rates and the public debt rates at the measurement date.
Forward and Swap Contracts
We have outstanding foreign currency forward and swap contracts to hedge transactional risks associated with foreign currencies. At March 31, 2022, the notional value of our short term outstanding foreign currency forward and swap contracts was $ 497 million, with average maturities of approximately one month . These foreign currency forward and swap contracts primarily offset exposures in the euro, the British pound and the Mexican peso and are not designated as hedges for accounting purposes. Accordingly, changes in their fair value are recorded immediately in earnings.
At March 31, 2022, the fair value of our short term foreign currency contracts was a net asset of approximately $ 9.8 million, of which $ 9.9 million was included in prepaid expenses and other and $ 0.1 million was included in accrued liabilities on the condensed consolidated balance sheet. At December 31, 2021, the fair value of these foreign currency contracts was a net asset of approximately $ 1.9 million, of which $ 3.4 million was included in prepaid expenses and other and $ 1.5 million was included in accrued liabilities on the condensed consolidated balance sheet.
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Amounts under these contracts were recognized in other operating income (expense) as follows:
Three Months
Ended March 31,
2022 2021
Derivative instrument gains included in other operating income (expense) $ 18.9 10.5
.
In the first quarter of 2019, we entered into a long term cross currency swap contract to hedge exposure in Brazilian real, which is designated as a cash flow hedge for accounting purposes. Accordingly, changes in the fair value of the cash flow hedge are initially recorded in the gains (losses) on cash flow hedges component of accumulated other comprehensive income (loss). We immediately reclassify from accumulated other comprehensive income (loss) to earnings an amount to offset the remeasurement recognized in earnings associated with the respective intercompany loan. Additionally, we reclassify amounts from accumulated other comprehensive income (loss) to interest expense amounts that are associated with the interest rate differential between a U.S. dollar denominated intercompany loan and a Brazilian real denominated intercompany loan.
At March 31, 2022, the notional value of this long term contract was $ 70 million with a weighted-average maturity of 1.1 years. At March 31, 2022, the fair value of the long term cross currency swap contract was a $ 15.9 million net asset, of which $ 3.3 million is included in prepaid expenses and other and $ 12.6 million is included in other assets on the condensed consolidated balance sheet. At December 31, 2021, the fair value of the long term cross currency swap contract was a $ 26.3 million net asset, of which a $ 5.8 million asset was included in prepaid expenses and other and a $ 20.5 million asset was included in other assets on the condensed consolidated balance sheet.
Amounts under this contract were recognized in other operating income (expense) to offset transaction gains or losses and in interest expense as follows:
Three Months
Ended March 31,
(In millions) 2022 2021
Derivative instrument gains (losses) included in other operating income (expense) $ ( 11.8 ) 6.1
Offsetting transaction gains (losses) 11.8 ( 6.1 )
Derivative instrument losses included in interest expense ( 0.4 ) ( 0.3 )
Net derivative instrument gains (losses) ( 12.2 ) 5.8
In the first quarter of 2019, we entered into ten interest rate swaps that hedge cash flow risk associated with changes in variable interest rates and that are designated as cash flow hedges for accounting purposes. Accordingly, changes in the fair value of these cash flow hedges are initially recorded in the gains (losses) on cash flow hedges component of accumulated other comprehensive income (loss). We reclassify amounts from accumulated other comprehensive income (loss) into earnings in the same periods that the hedged debt affects earnings.
At March 31, 2022, the notional value of these contracts was $ 400 million with a remaining weighted-average maturity of 1.0 years. At March 31, 2022, the fair value of these interest rate swaps was a net liability of $ 1.5 million, of which $ 1.5 million was included in other assets and $ 3.0 million was included in accrued liabilities on the condensed consolidated balance sheet. At December 31, 2021, the fair value of these interest rate swaps was a net liability of $ 13.9 million, of which $ 8.3 million was included in accrued liabilities and $ 5.6 million was included in other liabilities on the condensed consolidated balance sheet.
In the first quarter of 2022, we entered into four forward-starting interest rate swaps that hedge cash flow risk associated with changes in variable interest rates and that are designated as cash flow hedges for accounting purposes. Accordingly, changes in the fair value of these cash flow hedges are presently recorded in the gains (losses) on cash flow hedges component of accumulated other comprehensive income (loss). The forward-starting interest rate swaps will become effective in July 2022 and have a maturity date in July 2030, with a mandatory settlement scheduled to occur in July 2022. The amounts from accumulated other comprehensive income (loss) will begin to be released into earnings once the full settlement takes place in the third quarter of 2022.
At March 31, 2022, the notional value of these contracts was $ 200 million with a remaining weighted-average maturity of 0.3 years. At March 31, 2022, the fair value of these forward-starting interest rate swaps was a net asset of $ 2.2 million, which was included in prepaid expenses and other on the condensed consolidated balance sheet.
In the second quarter of 2021, we entered into ten cross currency swaps to hedge a portion of our net investments in certain of our subsidiaries with euro functional currencies. As net investment hedges for accounting purposes, we elected to use the spot method to assess effectiveness for these derivatives that are designated as net investment hedges. Accordingly, changes in fair value attributable to changes in the undiscounted spot rates are recorded in the foreign currency translation adjustments component of accumulated other comprehensive income (loss) and will remain there until the hedged net investments are sold or substantially liquidated. We have elected to exclude the spot-forward difference from the assessment of hedge effectiveness and are amortizing this amount separately on a straight-line basis over the term of these cross currency swaps.
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At March 31, 2022, the notional value of these cross currency swap contracts was $ 400 million with a remaining weighted average maturity of 6.1 years. At March 31, 2022, the fair value of these cross currency swaps was a net asset of $ 26.1 million, of which $ 6.0 million was included in prepaid expenses and other and $ 20.1 million was included in other assets on the condensed consolidated balance sheet. At December 31, 2021, the fair value of these cross currency swaps was a net asset of $ 28.5 million, of which $ 6.0 million was included in prepaid expenses and other and $ 22.5 million was included in other assets on the condensed consolidated balance sheet.
The effect of the interest rate swaps and the amortization of the spot-forward difference on the net investment hedges cross currency swaps is included in interest expense as follows:
Three Months
Ended March 31,
(In millions) 2022 2021
Interest rate swaps designated as cash flow hedges 2.4 2.4
Cross currency swaps designated as net investment hedges ( 1.5 ) —
Net derivative instrument losses included in interest expense 0.9 2.4
The fair values of these forward and swap contracts are based on the present value of net future cash payments and receipts, as well as inputs related to forward interest rates and forward currency rates that are derived principally from, or corroborated by, observable market data, which we have categorized as a Level 2 valuation.
Other Financial Instruments
Other financial instruments include cash and cash equivalents, accounts receivable, floating rate debt, accounts payable and accrued liabilities. The financial statement carrying amounts of these items approximate the fair value.
There were no transfers in or out of any of the levels of the valuation hierarchy in the first three months of 2022.
Note 9 - Debt
March 31, December 31,
(In millions) 2022 2021
Debt:
Short-term borrowings $ 13.1 9.8
Total short-term borrowings $ 13.1 9.8
Long-term debt
Bank credit facilities:
Term loan A (a)
$ 1,207.7 1,224.7
Senior unsecured notes (b)
990.4 989.8
Revolving Credit Facility 620.1 495.0
Other (c)
76.3 68.9
Financing leases 186.8 178.5
Total long-term debt $ 3,081.3 2,956.9
Total debt $ 3,094.4 2,966.7
Included in:
Current liabilities $ 133.0 125.0
Noncurrent liabilities 2,961.4 2,841.7
Total debt $ 3,094.4 2,966.7
(a) Amounts outstanding are net of unamortized debt costs of $ 3.3 million as of March 31, 2022 and $ 3.7 million as of December 31, 2021.
(b) Amounts outstanding are net of unamortized debt costs of $ 9.6 million as of March 31, 2022 and $ 10.2 million as of December 31, 2021.
(c) Other facilities include $ 68.1 million related to the Brink's Capital credit facility at March 31, 2022, compared to $ 57.5 million at December 31, 2021. The facility had $ 919.5 million in borrowings and $ 908.9 million in repayments in the first quarter of 2022, which is reflected in the long-term revolving credit facilities movement in the consolidated statements of cash flows.
Long-Term Debt
Senior Secured Credit Facility
In April 2020, we amended our senior secured credit facility (the “Senior Secured Credit Facility”) with Bank of America, N.A. as administrative agent to increase the term loan borrowing by $ 590 million. After the amendment, the Senior Secured Credit Facility consisted of a $ 1 billion revolving credit facility (the "Revolving Credit Facility") and $ 1.39 billion of term loans (the "Term Loans"). The proceeds
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from the incremental term loan borrowings were used to repay outstanding principal under the Revolving Credit Facility as well as certain fees, costs and expenses related to the closing of the G4S acquisition.
In June 2020, we amended our Revolving Credit Facility to, among other things, change the methodology for calculating the Company’s leverage ratio by using a net first lien leverage ratio (net secured debt leverage ratio) instead of a total net debt leverage ratio.
All loans under the Revolving Credit Facility and the Term Loans mature five years after the date of the first amendment date to the Senior Secured Credit Facility on February 8, 2024. Principal payments for the Term Loans are due quarterly in an amount equal to 1.25 % of the initial loan amount with a final lump sum payment due on February 8, 2024. Interest rates for the Senior Secured Credit Facility are based on LIBOR plus a margin or an alternate base rate plus a margin. The Revolving Credit Facility allows us to borrow money or issue letters of credit (or otherwise satisfy credit needs) on a revolving basis over the term of the facility. As of March 31, 2022, $ 380 million was available under the Revolving Credit Facility. The obligations under the Senior Secured Credit Facility are secured by a first-priority lien on all or substantially all of the assets of the Company and certain of its domestic subsidiaries, including a first-priority lien on equity interests of certain of the Company’s direct and indirect subsidiaries. The Company and certain of its domestic subsidiaries also guarantee the obligations under the Senior Secured Credit Facility.
The margin on both LIBOR and alternate base rate borrowings under the Senior Secured Credit Facility is based on the Company’s total net debt leverage ratio. The margin on LIBOR borrowings, which can range from 1.25 % to 2.50 %, was 1.75 % at March 31, 2022. The margin on alternate base rate borrowings, which can range from 0.25 % to 1.50 %, was 0.75 % as of March 31, 2022. We also pay an annual commitment fee on the unused portion of the Revolving Credit Facility based on the Company’s total net leverage ratio. The commitment fee, which can range from 0.15 % to 0.35 %, was 0.25 % as of March 31, 2022.
Senior Unsecured Notes
In June 2020, we issued at par five-year senior unsecured notes (the "2020 Senior Notes") in the aggregate principal amount of $ 400 million. The 2020 Senior Notes will mature on July 15, 2025 and bear an annual interest rate of 5.5 %. The 2020 Senior Notes are general unsecured obligations guaranteed by certain of the Company’s existing and future U.S. subsidiaries, which are also guarantors under the Senior Secured Credit Facility.
In October 2017, we issued at par ten-year senior unsecured notes (the "2017 Senior Notes" and together with the 2020 Senior Notes, the "Senior Notes") in the aggregate principal amount of $ 600 million. The 2017 Senior Notes will mature on October 15, 2027 and bear an annual interest rate of 4.625 %. The 2017 Senior Notes are general unsecured obligations guaranteed by certain of the Company’s existing and future U.S. subsidiaries, which are also guarantors under the Senior Secured Credit Facility.
The Senior Notes have not been and will not be registered under the Securities Act of 1933, as amended (the “Securities Act”) or the securities laws of any other jurisdiction and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements. The notes were offered in the United States only to persons reasonably believed to be qualified institutional buyers in reliance on the exception from registration set forth in Rule 144A under the Securities Act and outside the United States to non-U.S. persons pursuant to Regulation S under the Securities Act.
The aggregate proceeds from the Senior Secured Credit Facility and the 2017 Senior Notes were used in part to repay certain prior indebtedness and certain fees and expenses related to the closing of certain transactions. Borrowings were used for working capital needs, capital expenditures, acquisitions and other general corporate purposes. The aggregate proceeds from the 2020 Senior Notes were used in part to repay certain existing indebtedness incurred in connection with the G4S acquisition, finance the remaining G4S acquisition transactions and pay certain fees and expenses related to the transactions. Remaining net proceeds from the 2020 Senior Notes were used for working capital needs, capital expenditures, acquisitions and other general corporate purposes.
Letter of Credit Facilities and Bank Guarantee Facilities
We have three committed letter of credit facilities totaling $ 63 million, of which approximately $ 20 million was available at March 31, 2022. At March 31, 2022, we had undrawn letters of credit and guarantees of $ 43 million issued under these facilities. The $ 15 million facility expires in April 2025, the $ 32 million facility expires in December 2022 and the $ 16 million facility expires in January 2024.
We have three uncommitted letter of credit facilities totaling $ 65 million, of which approximately $ 42 million was available at March 31, 2022. At March 31, 2022, we had undrawn letters of credit and guarantees of $ 23 million issued under these facilities. The $ 40 million facility expires in December 2022. The $ 15 million facility and the $ 10 million facility have no expiration dates
The Senior Secured Credit Facility is also available for issuance of letters of credit and bank guarantees.
The Senior Secured Credit Facility, Senior Unsecured Notes, the Letter of Credit Facilities and Bank Guarantee Facilities contain various financial and other covenants. The financial covenants, among other things, limit our ability to provide liens, restrict fundamental changes, limit transactions with affiliates and unrestricted subsidiaries, restrict changes to our fiscal year and to organizational documents, limit asset dispositions, limit the use of proceeds from asset sales, limit sale and leaseback transactions, limit investments, limit the ability to incur debt, restrict certain payments to shareholders, limit negative pledges, limit the ability to change the nature of our business, provide for a maximum consolidated net leverage ratio and provide for minimum coverage of interest costs. If we were not to comply with the terms of our various financing agreements, the repayment terms could be accelerated and the commitments could be withdrawn. An acceleration of the repayment
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terms under one agreement could trigger the acceleration of the repayment terms under the other financing agreements. We were in compliance with all covenants at March 31, 2022.
Note 10 - Credit losses
We are exposed to credit losses primarily through sales of our Core and High-Value services to customers with operations in the U.S. as well as customers in more than 100 countries outside the U.S. We typically invoice our customers on a monthly basis and payment terms are generally between 30 and 60 days.
We assess currently expected credit losses in our financial assets on a pool basis by aggregating financial assets with similar risk characteristics. We have pooled financial assets by geographic location because of the similarities within each location such as customers, payment terms, and services offered. Loss experience is monitored for each pool and we determine historical loss rates for each pool. These historical loss rates are the main assumption used in estimating expected credit losses over the life of the financial assets. We also considered current and expected economic conditions, particularly the effects of the pandemic, in determining an appropriate allowance.
We monitor the aging of accounts receivables by country and write off any accounts that are deemed uncollectible. We also monitor any significant economic events to identify any current or expected trends and risks within a pool that could impact the collectability of outstanding accounts receivables balances that were not contemplated or relevant during a previous period.
In the first quarter of 2022, as many of our regions begin to recover from the ongoing COVID-19 pandemic, we re-assessed earlier assumptions and estimates, and we further refined our methodology of estimating the allowance for doubtful accounts. Our updated method now also includes an estimated allowance for accounts receivables significantly past due in order to adjust for at-risk receivables not captured in our previous method. As part of the analysis under the updated estimation methodology, we noted an increase in accounts receivable significantly past due, particularly in the U.S., and we recorded an additional allowance of $ 16.7 million.
The following table is a rollforward of the allowance for doubtful accounts for the three month period ended March 31, 2022.
Allowance for doubtful accounts:
(In millions)
December 31, 2021 $ 16.9
Provision for uncollectible accounts receivable 15.4
Other 3.4
Write-offs and recoveries ( 0.6 )
Foreign currency exchange effects ( 0.1 )
March 31, 2022 $ 35.0
.
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Note 11 - Share-based compensation plans
We have share-based compensation plans to attract and retain employees and nonemployee directors and to more closely align their interests with those of our shareholders.
We have outstanding share-based awards granted to employees under the 2013 Equity Incentive Plan ("2013 Plan") and the 2017 Equity Incentive Plan (the "2017 Plan"). These plans permit grants of restricted stock, restricted stock units, performance stock, performance units, stock appreciation rights, stock options, as well as other share-based awards to eligible employees. The 2013 Plan and the 2017 Plan also permit cash awards to eligible employees. The 2017 Plan became effective May 2017. No further grants of awards will be made under the 2013 Plan, although awards previously granted remain outstanding.
We also have outstanding deferred stock units granted to directors under the 2017 Plan. Share-based awards were previously granted to directors and remain outstanding under the Non-Employee Director's Equity Plan and the Directors’ Stock Accumulation Plan, which has expired.
Outstanding awards at March 31, 2022 include performance share units, restricted stock units, deferred stock units, performance-based stock options, time-based stock options and certain awards that will be settled in cash.
Compensation Expense
Compensation expense is measured using the fair-value-based method. Prior to 2020, for employee and director awards considered equity grants, compensation expense is recognized from the award or grant date to the earlier of the retirement-eligible date or the vesting date. In 2020, the retirement eligibility provisions for many employee awards were changed on a go-forward basis to require a six month notification period prior to actual retirement. For the 2020 awards, we recognized expense from the grant date to six months after the participant's retirement eligible date. In 2021, the retirement eligibility provisions were changed to require a minimum of a one year service period in order to meet the retirement eligible conditions. For the 2021 and 2022 awards, we recognize expense from the grant date to the earlier of the retirement-eligible date (provided it is not less than one year from the grant date) or the vesting date.
For awards considered liability awards, compensation cost is based on the change in the fair value of the instrument for each reporting period and the percentage of the requisite service that has been rendered.
Compensation expenses are classified as selling, general and administrative expenses in the condensed consolidated statements of operations. Compensation expenses for the share-based awards were as follows:
Compensation Expense
Three Months Ended March 31,
(in millions) 2022 2021
Performance share units $ 4.9 5.1
Restricted stock units 1.9 1.7
Deferred stock units and fees paid in stock 0.3 0.1
Performance-based stock options — 0.3
Time-based vesting stock options 0.1 0.4
Cash based awards 0.4 0.8
Share-based payment expense 7.6 8.4
Income tax benefit ( 1.8 ) ( 1.9 )
Share-based payment expense, net of tax $ 5.8 6.5
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Performance-Based Stock Options
In 2018, 2017 and 2016, we granted performance-based stock options that have a service condition as well as a market condition. In addition, some of the awards granted in 2016 contained a non-financial performance condition. We measured the fair value of these performance-based options at the grant date using a Monte Carlo simulation model.
The following table summarizes performance-based stock option activity during the first three months of 2022:
Shares
(in thousands)
Weighted-Average Grant-Date Fair Value
Outstanding balance as of December 31, 2021 946.5 $ 10.25
Expired (a)
( 15.3 ) 17.92
Outstanding balance as of March 31, 2022
931.2 $ 10.12
(a) Although the service condition had been met, these 2018 performance options expired in accordance with the terms of the underlying award agreement.
Time-Based Stock Options
We granted time-based stock options that contain only a service condition. We measure the fair value of these time-based options at the grant date using a Black-Scholes-Merton option pricing model.
The following table summarizes time-based stock option activity during the first three months of 2022:
Shares
(in thousands)
Weighted-Average Grant-Date Fair Value
Outstanding balance as of December 31, 2021 177.1 $ 21.42
Expired ( 15.5 ) 21.51
Outstanding balance as of March 31, 2022
161.6 $ 21.41
Restricted Stock Units (“RSUs”)
We granted RSUs that contain only a service condition. We measure the fair value of RSUs based on the price of Brink’s stock at the grant date, adjusted for a discount for dividends not received or accrued during the vesting period.
The following table summarizes RSU activity during the first three months of 2022:
Shares
(in thousands)
Weighted-Average Grant-Date Fair Value
Nonvested balance as of December 31, 2021 251.1 $ 74.37
Granted 196.0 66.63
Forfeited ( 14.9 ) 69.10
Vested ( 63.6 ) 79.91
Nonvested balance as of March 31, 2022
368.6 $ 69.52
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Performance Share Units ("PSUs”)
We granted Internal Metric PSUs ("IM PSUs") and Relative Total Shareholder Return PSUs ("TSR PSUs").
IM PSUs contain a performance condition as well as a service condition. We measure the fair value of these PSUs based on the price of Brink’s stock at the grant date, adjusted for a discount for dividends not received or accrued during the vesting period. For the IM PSUs granted in 2021, the performance period is from January 1, 2021 to December 31, 2022. For IM PSUs granted in 2022, the performance period is from January 1, 2022 to December 31, 2024.
TSR PSUs contain a market condition as well as a service condition. We measure the fair value of PSUs containing a market condition at the grant date using a Monte Carlo simulation model. For the TSR PSUs granted in 2020, the service period is from January 1, 2020 to December 31, 2022. For the TSR PSUs granted in 2021, the service period is from January 1, 2021 to December 31, 2023. For the TSR PSUs granted in 2022, the service period is from January 1, 2022 to December 31, 2024.
The following table summarizes all PSU activity during the first three months of 2022:
Shares
(in thousands)
Weighted-Average Grant-Date Fair Value
Nonvested balance as of December 31, 2021 661.0 $ 81.75
Granted 233.8 69.27
Forfeited or expired (a)
( 45.5 ) 88.41
Vested (b)
( 142.9 ) 77.61
Nonvested balance as of March 31, 2022
706.4 $ 78.92
(a) Although the service condition had been met, 23.6 thousand TSR PSUs granted in 2019 expired in accordance with the market condition terms of the underlying award agreement. These units had a weighted average grant-date fair value of $ 105.57 per share.
(b) The vested PSUs presented are based on the target amount of the award. In accordance with the terms of the underlying award agreements, the actual shares earned and distributed for the performance period ended December 31, 2021 were 144.4 thousand, compared to target shares of 142.9 thousand.
Deferred Stock Units ("DSUs")
We granted DSUs to our nonemployee directors. We measure the fair value of DSUs at the grant date, based on the price of Brink's stock, and, if applicable, adjusted for a discount for dividends not received or accrued during the vesting period.
DSUs granted after 2014 will be paid out in shares of Brink's stock approximately one year after the grant date, provided that the director has not elected to defer the distribution of shares until a later date. DSUs granted prior to 2015, in general, will be paid out in shares of stock following separation from service.
The following table summarizes all DSU activity during the first three months of 2022:
Shares
(in thousands)
Weighted-Average Grant-Date Fair Value
Nonvested balance as of December 31, 2021 14.3 $ 78.74
Vested ( 0.2 ) 82.57
Nonvested balance as of March 31, 2022
14.1 $ 78.69
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Note 12 - Capital Stock
Common Stock
At March 31, 2022, we had 100 million shares of common stock authorized and 47.6 million shares issued and outstanding.
Dividends
We paid regular quarterly dividends on our common stock during the last two years. The payment of future dividends is at the discretion of the Board of Directors and is dependent on our future earnings, financial condition, shareholder equity levels, cash flow, business requirements and other factors.
Preferred Stock
At March 31, 2022, we had the authority to issue up to 2.0 million shares of preferred stock with a par value of $ 10 per share.
Share Repurchase Program
On October 27, 2021, we announced that our Board of Directors authorized a $ 250 million share repurchase program that expires on December 31, 2023 (the "2021 Repurchase Program"). This authorization replaces our previous $ 250 million repurchase program, authorized by the Board in February 2020 (the "2020 Repurchase Program"), which expired on December 31, 2021, with no amount remaining available.
Under the 2021 Repurchase Program, we are not obligated to repurchase any specific dollar amount or number of shares. The timing and volume of share repurchases may be executed at the discretion of management on an opportunistic basis, or pursuant to trading plans or other arrangements. Share repurchases under this program may be made in the open market, in privately negotiated transactions, or otherwise.
At March 31, 2022, $ 250 million remained available under the 2021 Repurchase Program.
Under the 2020 Repurchase Program, we entered into an accelerated share repurchase arrangement ("ASR") in the fourth quarter of 2021 and repurchased 1,742,160 shares in November 2021 in exchange for a $ 150 million upfront payment to a financial institution. Under this ASR, the purchase period had a scheduled termination date of June 1, 2022. In April 2022, the financial institution elected to early terminate this ASR and an additional 546,993 shares were repurchased. In total, 2,289,153 shares were repurchased under this ASR at an average repurchase price of $ 65.53 .
Shares Used to Calculate Earnings per Share
Three Months
Ended March 31,
(In millions) 2022 2021
Weighted-average shares:
Basic (a)
47.8 49.8
Effect of dilutive stock awards and options 0.5 0.7
Diluted 48.3 50.5
Antidilutive stock awards and options excluded from denominator (b)
1.0 0.2
(a) We have deferred compensation plans for directors and certain of our employees. Some amounts owed to participants are denominated in common stock units. Each unit represents one share of common stock. The number of shares used to calculate basic earnings per share includes the weighted-average common stock units credited to employees and directors under the deferred compensation plans. Additionally, nonvested units containing only a service requirement are also included in the computation of basic weighted-average shares when the requisite service period has been completed. Accordingly, included in basic shares are 0.3 million in the three months ended March 31, 2022, and 0.3 million in the three months ended March 31, 2021.
(b) Under the November 2021 ASR, based on our stock prices from November 1,2021 to March 31, 2022, we would have received additional shares under the ASR if the
settlement date had been March 31, 2022. Because the ASR settlement date did not occur until April 2022 and because any anticipated receipt of additional shares of our common stock would have been antidilutive, no amounts were included in the computation of diluted EPS.
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Note 13 - Supplemental cash flow information
Three Months
Ended March 31,
(In millions) 2022 2021
Cash paid for:
Interest $ 25.4 25.7
Income taxes, net 31.3 14.6
Argentina Currency Conversions
We have elected in the past and could continue in the future to repatriate cash from Brink's Argentina using different means to convert Argentine pesos into U.S. dollars. Conversions under these other market mechanisms generally settle at rates that are less favorable than the rates at which we remeasure the financial statements of Brink’s Argentina. The net cash flows from these transactions are treated as operating cash flows as the financial instruments are purchased specifically for resale and are generally sold within a short period of time from the date of purchase. We did not have any such conversions in the first three months of 2022 or 2021.
Non-cash Investing and Financing Activities
We acquired $ 14.4 million in armored vehicles and other equipment under financing lease arrangements in the first three months of 2022 compared to $ 7.8 million in armored vehicles and other equipment acquired under financing lease arrangements in the first three months of 2021.
Loans Held for Investment
In France, as part of an ATM managed services contract for a large customer, we purchase the ATMs at the beginning of the contract. However, since these ATMs are specifically for the benefit of the customer and transfer back to the customer at the end of the contract, this is recorded as a financing transaction. As a result, the loan to the customer, net of payments received, is treated as investing cash flows.
Restricted Cash (Cash Supply Chain Services)
In France, we offer services to certain of our customers where we manage some or all of their cash supply chains. Providing this service requires our French subsidiary to take temporary title to the cash received from the management of our customers' cash supply chains until the cash is returned to the customers. The cash for which we have temporary title is restricted and cannot be used for any other purpose other than to service our customers who participate in this service offering. Prior to the third quarter of 2020, as part of this service offering, we entered into lending arrangements with some of our customers. Cash borrowed under these lending arrangements was used in the process of managing these customers' cash supply chains, was restricted and could not be used for any other purpose other than to service these customers.
In Malaysia, we offer ATM replenishment services to certain of our financial institution customers. Providing this service requires our Malaysia subsidiary to take temporary title to the cash received in advance of ATM replenishment. The cash for which we have temporary title is restricted and cannot be used for any other purpose other than to service our customers who participate in this service offering.
In accordance with a revolving credit facility, we are required to maintain a restricted cash reserve of $ 15.0 million ($ 15.0 million at December 31, 2021) and, due to this contractual restriction, we have classified these amounts as restricted cash.
At March 31, 2022, we held $ 313.2 million of restricted cash ($ 150.3 million represented restricted cash held for customers and $ 145.5 million represented accrued liabilities). At December 31, 2021, we held $ 376.4 million of restricted cash ($ 215.5 million represented restricted cash held for customers and $ 139.9 million represented accrued liabilities).
The following table provides a reconciliation of cash, cash equivalents, and restricted cash reported within the condensed consolidated balance sheets that sum to the total of the same such amounts shown in the condensed consolidated statements of cash flows.
March 31, December 31,
(In millions) 2022 2021
Cash and cash equivalents $ 733.0 710.3
Restricted cash 313.2 376.4
Total, cash, cash equivalents, and restricted cash in the condensed consolidated statements of cash flows $ 1,046.2 1,086.7
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Note 14 - Contingent matters
In August 2020, the Company received a subpoena issued in connection with an investigation being conducted by the U.S. Department of Justice (the “DOJ”). The Company is fully cooperating with the investigation and responding to requests from the DOJ for documents and other information, primarily related to cross-border shipments of cash and things of value and anti-money laundering compliance. Given that the investigation is still ongoing and that no civil or criminal claims have been brought to date, the Company cannot predict the outcome of the investigation, the timing of the ultimate resolution of the matter, or reasonably estimate the possible range of loss, if any, that may result from this matter. Accordingly, no accruals have been made with respect to this matter.
At the end of the fourth quarter of 2018, we became aware of an investigation initiated by the Chilean Fiscalía Nacional Económica (the Chilean antitrust agency) (“FNE”) related to potential anti-competitive practices among competitors in the cash logistics industry in Chile. In October 2021, the FNE filed a complaint before the Chilean antitrust court alleging that Brink’s Chile (as well as competitor companies) engaged in collusion in 2017 and 2018 and requested that the court approve a fine of $ 30.5 million. The Company has not had access to the FNE's investigative file nor to its evidence supporting the allegations. The Company intends to vigorously defend itself against the FNE's complaint. Based on available information to date, the Company has recorded a charge of $ 9.5 million in the third quarter of 2021 in connection with this matter.
In addition, we are involved in various other lawsuits and claims in the ordinary course of business. We are not able to estimate the loss or range of losses for some of these matters. We have recorded accruals for losses that are considered probable and reasonably estimable. Except as otherwise noted, we do not believe that it is reasonably possible the ultimate disposition of any of the lawsuits currently pending against the Company could have a material adverse effect on our liquidity, financial position or results of operations.
Note 15 - Reorganization and Restructuring
Other Restructurings
Management periodically implements restructuring actions in targeted sections of our business. As a result of these actions, we recognized net costs of $ 6.6 million in the first three months of 2021, primarily severance costs. We recognized $ 11.7 million net costs in the first three months of 2022, primarily severance costs. The majority of the costs from 2022 restructuring plans resulted from the exit of a line of business in a specific geography with most of the remaining costs due to management initiatives to address the COVID-19 pandemic. For the restructuring actions that have not yet been completed, we expect to incur additional costs between $ 3 million and $ 5 million in future periods.
The following table summarizes the changes in the accrued liability for costs incurred, payments and utilization, and foreign currency exchange effects of other restructurings:
(In millions) Severance Costs Other Total
Balance as of January 1, 2022 $ 11.0 — 11.0
Expense 10.7 1.0 11.7
Payments and utilization ( 4.1 ) ( 1.0 ) ( 5.1 )
Foreign currency exchange effects 0.2 — 0.2
Balance as of March 31, 2022 $ 17.8 — 17.8
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THE BRINK’S COMPANY
and subsidiaries
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.