What changed in this filing

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Item 1. Financial Statements

2022-08-03 compared with 2022-05-10 · 311 added, 146 removed, 879 unchanged (34% of the section changed)

3 unchanged sentences

Condensed Consolidated Balance Sheets

(In millions, except for per share amounts) March 31, 2022 December 31, 2021

(In millions, except for per share amounts) June 30, 2022 December 31, 2021

Current assets:

43 unchanged sentences

Condensed Consolidated Statements of Operations

Ended March 31,

Ended June 30, Six Months

Ended June 30,

(In millions, except for per share amounts) 2022 2021 2022 2021

33 unchanged sentences

Condensed Consolidated Statements of Comprehensive Income (Loss)

Ended March 31,

Ended June 30, Six Months

Ended June 30,

(In millions) 2022 2021 2022 2021

1 unchanged sentence

Benefit plan adjustments:

Benefit plan actuarial gains (losses) 10.5 ( 0.2 )

Benefit plan actuarial gains 12.7 14.6 23.2 14.4

Benefit plan prior service costs ( 1.2 ) ( 0.5 ) ( 2.5 ) ( 1.8 )

7 unchanged sentences

Comprehensive income (loss) ( 1.5 ) 76.4 122.1 49.0

Less comprehensive income attributable to noncontrolling interests 1.4 0.6

Less comprehensive income (loss) attributable to noncontrolling interests ( 2.0 ) 3.3 ( 0.6 ) 3.9

Comprehensive income (loss) attributable to Brink's $ 0.5 73.1 $ 122.7 45.1

3 unchanged sentences

Condensed Consolidated Statements of Equity

Three Months ended March 31, 2022

Six Months ended June 30, 2022

(In millions) Shares Common

13 unchanged sentences

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

Net income — — — 35.1 — 3.0 38.1

Other comprehensive loss — — — — ( 34.6 ) ( 5.0 ) ( 39.6 )

Shares repurchased ( 0.5 ) ( 0.5 ) ( 8.0 ) 8.5 — — —

Dividends to:

Brink’s common shareholders ($ 0.20 per share)

— — — ( 9.4 ) — — ( 9.4 )

Noncontrolling interests — — — — — ( 1.6 ) ( 1.6 )

Share-based compensation:

Stock awards and options:

Compensation expense — — 14.9 — — — 14.9

Other share-based benefit transactions 0.1 0.1 ( 5.5 ) ( 0.1 ) — — ( 5.5 )

Balance as of June 30, 2022 47.2 $ 47.2 676.1 408.8 ( 891.6 ) 126.2 366.7

* Accumulated other comprehensive income (loss)

Six Months ended June 30, 2021

(In millions) Shares Common

17 unchanged sentences

Balance as of March 31, 2021 49.7 $ 49.7 677.5 413.3 ( 1,040.7 ) 125.3 225.1

Net income — — — 23.9 — 3.0 26.9

Other comprehensive income — — — — 49.2 0.3 49.5

Dividends to:

Brink’s common shareholders ($ 0.20 per share)

— — — ( 10.0 ) — — ( 10.0 )

Noncontrolling interests — — — — — ( 1.1 ) ( 1.1 )

Share-based compensation:

Stock awards and options:

Compensation expense — — 11.1 — — — 11.1

Other share-based benefit transactions 0.1 0.1 ( 0.1 ) — — — —

Acquisitions with noncontrolling interests — — — — — 1.1 1.1

Balance as of June 30, 2021 49.8 $ 49.8 688.5 427.2 ( 991.5 ) 128.6 302.6

(a) Effective January 1, 2021, we adopted the provisions of ASU 2019-12, Income Taxes (Topic 740):

7 unchanged sentences

Condensed Consolidated Statements of Cash Flows

Ended March 31,

Ended June 30,

(In millions)

16 unchanged sentences

Accounts payable, income taxes payable and accrued liabilities

( 4.8 ) ( 0.6 )

Restricted cash held for customers 3.5 ( 36.3 )

3 unchanged sentences

( 17.6 ) ( 3.2 )

Net cash used by operating activities

( 76.3 ) ( 1.5 )

Net cash provided by operating activities

Cash flows from investing activities:

20 unchanged sentences

Payment of acquisition-related obligation — ( 2.9 )

Debt financing costs ( 5.5 ) ( 0.3 )

Dividends to:

7 unchanged sentences

Cash, cash equivalents and restricted cash:

Decrease ( 40.5 ) ( 70.6 )

Increase (Decrease) 15.2 ( 1.5 )

Balance at beginning of period 1,086.7 942.9

24 unchanged sentences

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.

In the second quarter of 2022, the additional allowance was reduced by $ 0.4 million as a result of collections.

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.

While most of our locations noted improved economics in 2021 and into the first six months 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.

11 unchanged sentences

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.

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.

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 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.

18 unchanged sentences

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.

Revenues from Brink's Argentina represented approximately 5 % of our consolidated revenues for the first six months of 2022 and 4 % of our consolidated revenues for the first six 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.

In the first six months of 2022 and 2021, the Argentine peso declined approximately 18 % (from 103.1 to 125.0 pesos to the U.S.

dollar) and approximately 13 % (from 84.0 to 96.2 pesos to the U.S.

4 unchanged sentences

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).

In the first six months of 2022, we recognized a $ 13.4 million pretax remeasurement loss.

In the first six months of 2021, we recognized a $ 5.0 million pretax remeasurement loss.

At June 30, 2022, Argentina's economy remains highly inflationary for accounting purposes.

At June 30, 2022, we had net monetary assets denominated in Argentine pesos of $ 75.8 million (including cash of $ 68.0 million).

At June 30, 2022, we had net nonmonetary assets of $ 152.6 million (including $ 99.8 million of goodwill, $ 7.7 million in equity securities denominated in Argentine pesos and $ 3.7 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).

4 unchanged sentences

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.

We did not have any such conversion losses in the six months ended June 30, 2022 or June 30, 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.

9 unchanged sentences

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.

Impairment indicators were reviewed as of June 30, 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.

2 unchanged sentences

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.

In addition, in accordance with a revolving credit facility, as of June 30, 2022, we are required to maintain a restricted cash reserve of $ 22.5 million ($ 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

39 unchanged sentences

Core Services High-Value Services Other Security Services Total

Three months ended March 31, 2022

Three months ended June 30, 2022

Reportable Segments:

4 unchanged sentences

Total reportable segments $ 529.1 551.7 53.1 1,133.9

Three months ended March 31, 2021

Three months ended June 30, 2021

Reportable Segments:

4 unchanged sentences

Total reportable segments $ 512.1 481.6 55.1 1,048.8

Six months ended June 30, 2022

Reportable Segments:

North America $ 381.2 389.2 — 770.4

Latin America 352.5 233.4 11.7 597.6

Europe 203.9 177.2 67.7 448.8

Rest of World 108.1 257.6 25.4 391.1

Total reportable segments $ 1,045.7 1,057.4 104.8 2,207.9

Six months ended June 30, 2021

Reportable Segments:

North America $ 355.9 318.0 — 673.9

Latin America 324.2 210.0 8.3 542.5

Europe 227.4 149.1 68.7 445.2

Rest of World 110.1 230.5 24.3 364.9

Total reportable segments $ 1,017.6 907.6 101.3 2,026.5

The majority of our revenues from contracts with customers are earned by providing services and these performance obligations are satisfied over time.

11 unchanged sentences

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 assets expected to be collected within one year ($ 4.8 million at June 30, 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 ($ 4.0 million at June 30, 2022) are reported in other assets on the condensed consolidated balance sheet.

Contract Liabilities

4 unchanged sentences

Opening (January 1, 2022) $ 701.8 6.3 17.9

Closing (March 31, 2022) 771.1 7.7 18.2

Closing (June 30, 2022) 824.6 8.8 14.9

Increase (decrease) $ 122.8 2.5 ( 3.0 )

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.

The amount of revenue recognized in the six months ended June 30, 2022 that was included in the January 1, 2022 contract liabilities balance was $ 9.7 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.

Revenue recognized in the six months ended June 30, 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.

1 unchanged sentence

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.

At June 30, 2022, the net capitalized costs to obtain contracts was included in other assets on the condensed consolidated balance sheet.

The capitalized amount at June 30, 2022 and December 31, 2021 were $ 2.3 million and $ 2.0 million, respectively.

The amortization expense in the first six months of 2022 and 2021 was not significant in either period.

Practical Expedients

11 unchanged sentences

Our CODM is our President and Chief Executive Officer.

We completed a leadership change with our President and Chief Executive Officer in the second quarter of 2022.

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:

9 unchanged sentences

The charges related to the internal losses have been offset by collections of previously reserved receivables and insurance recoveries.

Finally, we have also excluded from our segment results estimated charges related to an antitrust legal matter in our Brink's Chile operations.

We manage our business in the following four segments:

18 unchanged sentences

Operating Profit

Three Months Ended March 31, Three Months Ended March 31,

Three Months Ended June 30, Three Months Ended June 30,

(In millions)

15 unchanged sentences

Foreign currency transaction gains (losses)

— — 3.4 ( 0.1 )

Reconciliation of segment policies to GAAP (a)

8 unchanged sentences

Change in allowance estimate (e)

Chile antitrust matter (f)

— — ( 0.8 ) —

Internal loss (f)

Internal loss (g)

$ 1,133.9 1,048.8 $ 96.5 73.3

Operating Profit

Six Months Ended June 30, Six Months Ended June 30,

(In millions)

2022 2021 2022 2021

Reportable Segments:

North America

$ 770.4 673.9 58.5 73.4

Latin America

597.6 542.5 127.7 115.8

Europe 448.8 445.2 37.2 29.3

Rest of World

391.1 364.9 72.6 62.3

Total reportable segments

2,207.9 2,026.5 296.0 280.8

Reconciling Items:

Corporate expenses:

General, administrative and other expenses

— — ( 68.4 ) ( 68.6 )

Foreign currency transaction gains (losses)

Reconciliation of segment policies to GAAP (a)

— — 2.7 ( 11.5 )

Other items not allocated to segments:

Reorganization and Restructuring (b)

— — ( 14.4 ) ( 21.7 )

Acquisitions and dispositions (c)

— — ( 30.6 ) ( 39.2 )

Argentina highly inflationary impact (d)

— — ( 15.1 ) ( 6.5 )

Change in allowance estimate (e)

— — ( 16.3 ) —

Chile antitrust matter (f)

— — ( 0.8 ) —

Internal loss (g)

$ 2,207.9 2,026.5 $ 158.9 135.0

(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.

5 unchanged sentences

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.

(e) Represents impact of a change in our methodology to estimate our allowance for doubtful accounts 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.

(f) See details regarding the Chile antitrust matter at Note 14.

(g) Represents net credits related to an internal loss in our U.S.

global services operations.

7 unchanged sentences

(In millions) 2022 2021 2022 2021 2022 2021

Three months ended March 31,

Three months ended June 30,

Service cost $ — — 2.0 2.5 2.0 2.5

2 unchanged sentences

Amortization of losses 6.3 8.6 0.5 1.7 6.8 10.3

Amortization of prior service credit — — — ( 0.1 ) — ( 0.1 )

Curtailment gain — — — ( 0.6 ) — ( 0.6 )

Settlement loss — — 0.1 0.3 0.1 0.3

Net periodic pension cost $ ( 0.3 ) 2.0 2.5 3.8 2.2 5.8

Six months ended June 30,

Service cost $ — — 4.1 4.7 4.1 4.7

Interest cost on projected benefit obligation 11.4 10.6 6.6 6.0 18.0 16.6

Return on assets – expected ( 24.4 ) ( 23.7 ) ( 6.3 ) ( 6.2 ) ( 30.7 ) ( 29.9 )

Amortization of losses 12.1 17.0 1.0 3.3 13.1 20.3

Amortization of prior service cost — — — ( 0.1 ) — ( 0.1 )

Curtailment gain — — — ( 0.6 ) — ( 0.6 )

Settlement loss — — 0.5 0.7 0.5 0.7

Net periodic pension cost $ ( 0.9 ) 3.9 5.9 7.8 5.0 11.7

We did not make cash contributions to the primary U.S.

pension plan in 2021 or the first three months of 2022.

pension plan in 2021 or the first six 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.

7 unchanged sentences

(In millions) 2022 2021 2022 2021 2022 2021

Three months ended March 31,

Three months ended June 30,

Service cost $ — — 0.1 0.1 0.1 0.1

Interest cost on accumulated postretirement benefit obligations 2.6 2.4 0.9 0.8 3.5 3.2

3 unchanged sentences

Net periodic postretirement cost $ 0.4 2.5 2.7 3.0 3.1 5.5

Six months ended June 30,

Service cost $ — — 0.1 0.1 0.1 0.1

Interest cost on accumulated postretirement benefit obligations 5.3 4.9 1.8 1.6 7.1 6.5

Return on assets – expected ( 6.6 ) ( 6.1 ) — — ( 6.6 ) ( 6.1 )

Amortization of losses 5.3 9.0 3.7 4.4 9.0 13.4

Amortization of prior service cost ( 2.3 ) ( 2.3 ) ( 0.1 ) ( 0.2 ) ( 2.4 ) ( 2.5 )

Net periodic postretirement cost $ 1.7 5.5 5.5 5.9 7.2 11.4

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.

Note 5 - Income taxes

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

2022 2021 2022 2021

Continuing operations

1 unchanged sentence

Effective tax rate 43.4 % 45.7 % ( 11.7 %) 46.1 %

2022 Compared to U.S.

Statutory Rate

The effective income tax rate on continuing operations in the first six 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 six months of 2021 was 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.

Valuation Allowance-Tax Credits

9 unchanged sentences

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.

deferred tax assets, resulting in a $ 55.0 million benefit in our provision for income taxes for the period ended June 30, 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.

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.

taxable income limitations, and the characterization of a French business tax as an income tax.

Additionally, as a result of the decision to terminate the cross currency swap contracts in July 2022 (see Note 8), the realization of the gain results in an additional source of future taxable income expected to utilize a further portion of foreign tax credit carryforward.

Consequently, we released $ 10.9 million in valuation allowance in the second quarter of 2022 in other comprehensive income with an additional amount to be released in the third quarter of 2022 upon the termination and realization of the full amount of the gain.

Note 6 - Acquisitions and Dispositions

17 unchanged sentences

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.

In the aggregate, the purchase consideration for the G4S acquisitions as of June 30, 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.

There is contingent consideration 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.

The fair value of the contingent consideration at the acquisition date is the full $ 22 million that remains potentially payable as of June 30, 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.

3 unchanged sentences

There were no material changes in the first quarter of 2022 to the amounts previously disclosed.

Other Acquisition in 2022

Touchpoint 21 Acquisition

In January 2022, PAI acquired net assets from Touchpoint 21 LLC, an ATM and cash management solutions company operating in Texas and Oklahoma.

2 unchanged sentences

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).

We have incurred $ 1.0 million in transaction costs related to business acquisitions in the first six months of 2022 (compared to $ 4.3 million in the first six months of 2021).

These costs are classified in the condensed consolidated statements of operations as selling, general and administrative expenses.

9 unchanged sentences

Income (Loss)

Three months ended March 31, 2022

Three months ended June 30, 2022

Amounts attributable to Brink's:

17 unchanged sentences

$ ( 44.5 ) 0.7 4.9 ( 0.7 ) ( 39.6 )

Three months ended March 31, 2021

Three months ended June 30, 2021

Amounts attributable to Brink's:

5 unchanged sentences

Amounts attributable to noncontrolling interests:

Foreign currency translation adjustments 0.3 — — — 0.3

0.3 — — — 0.3

Benefit plan adjustments (a)

( 1.0 ) 0.9 15.1 ( 3.7 ) 11.3

Foreign currency translation adjustments (b)

39.0 ( 2.0 ) ( 1.1 ) 0.2 36.1

Gains (losses) on cash flow hedges (d)

( 11.9 ) 4.2 14.6 ( 4.8 ) 2.1

$ 26.1 3.1 28.6 ( 8.3 ) 49.5

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)

Six months ended June 30, 2022

Amounts attributable to Brink's:

Benefit plan adjustments $ 1.0 0.1 19.7 ( 4.7 ) 16.1

Foreign currency translation adjustments (b)

( 21.0 ) 4.4 ( 3.0 ) 0.7 ( 18.9 )

Unrealized losses on available-for-sale securities ( 0.7 ) ( 0.1 ) — — ( 0.8 )

Gains (losses) on cash flow hedges 13.8 ( 1.8 ) 11.4 ( 3.5 ) 19.9

( 6.9 ) 2.6 28.1 ( 7.5 ) 16.3

Amounts attributable to noncontrolling interests:

Foreign currency translation adjustments ( 6.5 ) — — — ( 6.5 )

4 unchanged sentences

( 27.5 ) 4.4 ( 3.0 ) 0.7 ( 25.4 )

Unrealized losses on available-for-sale securities (c)

( 0.7 ) ( 0.1 ) — — ( 0.8 )

Gains (losses) on cash flow hedges (d)

1 unchanged sentence

$ ( 13.4 ) 2.6 28.1 ( 7.5 ) 9.8

Six months ended June 30, 2021

Amounts attributable to Brink's:

Benefit plan adjustments $ ( 18.3 ) 5.0 31.2 ( 8.3 ) 9.6

Foreign currency translation adjustments (b)

( 5.5 ) ( 2.0 ) ( 1.1 ) 0.2 ( 8.4 )

Gains (losses) on cash flow hedges ( 1.4 ) 0.8 11.3 ( 3.4 ) 7.3

( 25.2 ) 3.8 41.4 ( 11.5 ) 8.5

Amounts attributable to noncontrolling interests:

Benefit plan adjustments ( 0.3 ) — — — ( 0.3 )

Foreign currency translation adjustments ( 1.5 ) — — — ( 1.5 )

( 1.8 ) — — — ( 1.8 )

Benefit plan adjustments (a)

( 18.6 ) 5.0 31.2 ( 8.3 ) 9.3

Foreign currency translation adjustments (b)

( 7.0 ) ( 2.0 ) ( 1.1 ) 0.2 ( 9.9 )

Gains (losses) on cash flow hedges (d)

( 1.4 ) 0.8 11.3 ( 3.4 ) 7.3

$ ( 27.0 ) 3.8 41.4 ( 11.5 ) 6.7

(a) The amortization of actuarial losses and prior service cost is part of total net periodic retirement benefit cost when reclassified to net income.

1 unchanged sentence

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,

Three Months Ended June 30, Six Months Ended June 30,

(In millions) 2022 2021 2022 2021

3 unchanged sentences

Interest and other nonoperating expense 3.2 8.7 8.0 18.3

(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.

(b) 2022 foreign currency translation adjustment amounts arising during the three months ended June 30, 2022 reflect primarily the devaluation of the British pound, the Brazilian real, and the Chilean peso.

2021 foreign currency translation adjustment amounts arising during the three months ended June 30, 2021 reflect primarily the appreciation of the Brazilian real, the euro and the Mexican peso.

2022 foreign currency translation adjustment amounts arising during the six months ended June 30, 2022 reflect primarily the devaluation of the British pound and the euro, partially offset by appreciation of the Brazilian real.

2021 foreign currency translation adjustment amounts arising during the six months ended June 30, 2021 reflect primarily the devaluation of the euro, partially offset by the appreciation of the 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.

1 unchanged sentence

(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).

• other operating income (expense) ($ 5.3 million gain in the three months ended June 30, 2022 and $ 11.7 million loss in the three months ended June 30, 2021;

as well as $ 6.5 million loss in the six months ended June 30, 2022 and $ 5.6 million loss in the six months ended June 30, 2021)

• interest expense ($ 2.1 million of expense in the three months ended June 30, 2022 and $ 3.0 million of expense in the three months ended June 30, 2021;

as well as $ 4.9 million of expense in the six months ended June 30, 2022 and $ 5.7 million of expense in the six months ended June 30, 2021).

The changes in accumulated other comprehensive loss attributable to Brink’s are as follows:

4 unchanged sentences

Other comprehensive income (loss) attributable to Brink's 16.1 ( 18.9 ) ( 0.8 ) 19.9 16.3

Balance as of March 31, 2022 $ ( 467.0 ) ( 392.1 ) ( 0.5 ) 2.6 ( 857.0 )

Balance as of June 30, 2022 $ ( 457.9 ) ( 444.6 ) ( 0.9 ) 11.8 ( 891.6 )

Note 8 - Fair value of financial instruments

4 unchanged sentences

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

(In millions) June 30, 2022 December 31, 2021

$600 million senior unsecured notes

10 unchanged sentences

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.

At June 30, 2022, the notional value of our short term outstanding foreign currency forward and swap contracts was $ 476 million, with average maturities of approximately one month .

These foreign currency forward and swap contracts primarily offset exposures in the euro, the British pound, the Mexican peso, and the Chilean 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 June 30, 2022, the fair value of our short term foreign currency contracts was a net asset of approximately $ 2.6 million, of which $ 5.9 million was included in prepaid expenses and other and $ 3.3 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.

Amounts under these contracts were recognized in other operating income (expense) as follows:

Ended March 31,

Derivative instrument gains included in other operating income (expense) $ 18.9 10.5

Ended June 30, Six Months

Ended June 30,

2022 2021 2022 2021

Derivative instrument gains (losses) included in other operating income (expense) $ 14.1 ( 2.3 ) $ 33.0 8.2

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.

3 unchanged sentences

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 June 30, 2022, the notional value of this long term contract was $ 65 million with a weighted-average maturity of 1.0 years.

At June 30, 2022, the fair value of the long term cross currency swap contract was a $ 18.1 million net asset, of which $ 5.3 million is included in prepaid expenses and other and $ 12.8 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:

Ended March 31,

Ended June 30, Six Months

Ended June 30,

(In millions) 2022 2021 2022 2021

6 unchanged sentences

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 June 30, 2022, the notional value of these contracts was $ 400 million with a remaining weighted-average maturity of 0.8 years.

At June 30, 2022, the fair value of these interest rate swaps was a net asset of $ 3.7 million, of which $ 2.3 million was included in prepaid expenses and other and $ 1.4 million was included in other assets 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.

1 unchanged sentence

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.

The forward-starting interest rate swaps will become effective in July 2022 and have a maturity date in July 2030.

The amounts from accumulated other comprehensive income (loss) will begin to be released into earnings once the swaps become effective in July 2022.

At June 30, 2022, the notional value of these contracts was $ 200 million with a remaining weighted-average maturity of 0.1 years.

At June 30, 2022, the fair value of these forward-starting interest rate swaps was a net asset of $ 10.5 million, which was included in prepaid expenses and other on the condensed consolidated balance sheet.

In July 2022, we amended the forward-starting interest rates swaps by removing an early termination clause and changing the maturity date to June 2027.

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.

2 unchanged sentences

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.

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 June 30, 2022, the notional value of these cross currency swap contracts was $ 400 million with a remaining weighted average maturity of 4.7 years.

At June 30, 2022, the fair value of these cross currency swaps was a net asset of $ 52.1 million, of which $ 6.0 million was included in prepaid expenses and other and $ 46.1 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.

In July 2022, we terminated these cross currency swap contracts and received $ 67 million in cash for the fair value of the derivative assets at the settlement date.

We subsequently entered into a total of nine cross currency swaps with a total notional of $ 400 million to hedge a portion of our net investment in certain of our subsidiaries with euro functional currencies.

Swaps with a total notional of $ 215 million will terminate in May 2026 and swaps with a total notional of $ 185 million will terminate in April 2031.

We have designated these swaps as net investment hedges for accounting purposes.

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:

Ended March 31,

Ended June 30, Six Months

Ended June 30,

(In millions) 2022 2021 2022 2021

6 unchanged sentences

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.

There were no transfers in or out of any of the levels of the valuation hierarchy in the first six months of 2022.

Note 9 - Debt

March 31, December 31,

June 30, December 31,

(In millions) 2022 2021

13 unchanged sentences

Total debt $ 3,159.1 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.

(a) Amounts outstanding are net of unamortized debt costs of $ 5.6 million as of June 30, 2022 and $ 3.7 million as of December 31, 2021.

(b) Amounts outstanding are net of unamortized debt costs of $ 9.1 million as of June 30, 2022 and $ 10.2 million as of December 31, 2021.

(c) Other facilities include $ 61.7 million related to the Brink's Capital credit facility at June 30, 2022, compared to $ 57.5 million at December 31, 2021.

The facility had $ 2,221.5 million in borrowings and $ 2,217.3 million in repayments in the first six months 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.

In June 2022, we amended our senior secured credit facility (the “Senior Secured Credit Facility”) with Bank of America, N.A.

as administrative agent.

After the amendment, the Senior Secured Credit Facility consisted of a $ 1 billion revolving credit facility (the "Revolving Credit Facility") and $ 1.4 billion of term loans (the "Term Loans").

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.

All loans under the Revolving Credit Facility and the Term Loans mature on June 23, 2027.

Principal payments for the Term Loans are due quarterly in an amount equal to 0.625 % of the initial loan amount for the first eight quarterly installment payments and 1.25 % for subsequent payments with a final lump sum payment due on June 23, 2027.

Interest rates for the Senior Secured Credit Facility are based on SOFR 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.

As of June 30, 2022, $ 510 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.

The margin on both SOFR 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 SOFR borrowings, which can range from 1.25 % to 1.75 %, was 1.50 % at June 30, 2022.

The margin on alternate base rate borrowings, which can range from 0.25 % to 0.75 %, was 0.50 % as of June 30, 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.

The commitment fee, which can range from 0.15 % to 0.28 %, was 0.23 % as of June 30, 2022.

Senior Unsecured Notes

15 unchanged sentences

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.

We have three committed letter of credit facilities totaling $ 71 million, of which approximately $ 31 million was available at June 30, 2022.

At June 30, 2022, we had undrawn letters of credit and guarantees of $ 40 million issued under these facilities.

The $ 15 million facility expires in April 2025, the $ 32 million facility expires in December 2022 and the $ 24 million facility expires in May 2027.

We have three uncommitted letter of credit facilities totaling $ 65 million, of which approximately $ 42 million was available at June 30, 2022.

At June 30, 2022, we had undrawn letters of credit and guarantees of $ 23 million issued under these facilities.

The $ 40 million facility expires in December 2022.

4 unchanged sentences

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

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.

An acceleration of the repayment 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 June 30, 2022.

Note 10 - Credit losses

12 unchanged sentences

The following table is a rollforward of the allowance for doubtful accounts for the three month period ended March 31, 2022.

In the second quarter of 2022, the additional allowance was reduced by $ 0.4 million as a result of collections.

The following table is a rollforward of the allowance for doubtful accounts for the six month period ended June 30, 2022.

Allowance for doubtful accounts:

4 unchanged sentences

Foreign currency exchange effects ( 0.7 )

March 31, 2022 $ 35.0

June 30, 2022 $ 37.2

Note 11 - Share-based compensation plans

7 unchanged sentences

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.

Outstanding awards at June 30, 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

8 unchanged sentences

Compensation expenses for the share-based awards were as follows:

Compensation Expense

Three Months Ended March 31,

Compensation Expense Compensation Expense

Three Months Ended June 30, Six Months Ended June 30,

(in millions) 2022 2021 2022 2021

12 unchanged sentences

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:

The following table summarizes performance-based stock option activity during the first six months of 2022:

(in thousands)

2 unchanged sentences

( 15.3 ) 17.92

Outstanding balance as of March 31, 2022

Exercised ( 400.0 ) 5.92

Outstanding balance as of June 30, 2022

531.2 $ 13.29

3 unchanged sentences

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:

The following table summarizes time-based stock option activity during the first six months of 2022:

(in thousands)

2 unchanged sentences

Expired ( 15.5 ) 21.51

Outstanding balance as of March 31, 2022

Outstanding balance as of June 30, 2022

161.6 $ 21.41

2 unchanged sentences

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:

The following table summarizes RSU activity during the first six months of 2022:

(in thousands)

4 unchanged sentences

Vested ( 71.0 ) 77.92

Nonvested balance as of March 31, 2022

Nonvested balance as of June 30, 2022

369.5 $ 69.15

10 unchanged sentences

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:

The following table summarizes all PSU activity during the first six months of 2022:

(in thousands)

5 unchanged sentences

( 142.9 ) 77.61

Nonvested balance as of March 31, 2022

Nonvested balance as of June 30, 2022

716.8 $ 77.50

8 unchanged sentences

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:

The following table summarizes all DSU activity during the first six months of 2022:

(in thousands)

1 unchanged sentence

Nonvested balance as of December 31, 2021 14.3 $ 78.74

Granted 18.6 54.67

Vested ( 13.0 ) 79.79

Nonvested balance as of March 31, 2022

Nonvested balance as of June 30, 2022

Note 12 - Capital Stock

At March 31, 2022, we had 100 million shares of common stock authorized and 47.6 million shares issued and outstanding.

We paid regular quarterly dividends on our common stock during the last two years.

At June 30, 2022, we had 100 million shares of common stock authorized and 47.2 million shares issued and outstanding.

We paid regular quarterly dividends on our common stock during the last three years.

On May 5, 2022, the Board declared a regular quarterly dividend of 20 cents per share payable on June 1, 2022 to shareholders of record on May 16, 2022.

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.

At June 30, 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

4 unchanged sentences

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.

At June 30, 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.

3 unchanged sentences

Shares Used to Calculate Earnings per Share

Ended March 31,

Ended June 30, Six Months

Ended June 30,

(In millions) 2022 2021 2022 2021

Weighted-average shares:

47.4 50.0 47.6 49.9

Effect of dilutive stock awards and options 0.4 0.5 0.4 0.6

1 unchanged sentence

Antidilutive stock awards and options excluded from denominator (b)

0.4 0.2 0.7 0.2

(a) We have deferred compensation plans for directors and certain of our employees.

3 unchanged sentences

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.

Accordingly, included in basic shares are 0.3 million in the three months and 0.3 million in the six months ended June 30, 2022, and 0.3 million in the three months and 0.3 million in the six months ended June 30, 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.The antidilutive impact from the first quarter of 2022 will continue to have year-to-date antidilutive impact for the remainder of 2022.

Note 13 - Supplemental cash flow information

Ended March 31,

Ended June 30,

(In millions) 2022 2021

6 unchanged sentences

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.

We did not have any such conversions in the first six 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.

We acquired $ 39.6 million in armored vehicles and other equipment under financing lease arrangements in the first six months of 2022 compared to $ 44.4 million in armored vehicles and other equipment acquired under financing lease arrangements in the first six months of 2021.

Loans Held for Investment

12 unchanged sentences

In accordance with a revolving credit facility, we are required to maintain a restricted cash reserve of $ 22.5 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 June 30, 2022, we held $ 358.6 million of restricted cash ($ 184.2 million represented restricted cash held for customers and $ 148.6 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,

June 30, December 31,

(In millions) 2022 2021

12 unchanged sentences

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.

Based on available information to date, the Company recorded a charge of $ 9.5 million in the third quarter of 2021 in connection with this matter.

In the first six months of 2022, we recognized an additional $ 0.8 million adjustment to our estimated loss as a result of a change in currency rates.

In addition, we are involved in various other lawsuits and claims in the ordinary course of business.

5 unchanged sentences

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.

As a result of these actions, we recognized net costs of $ 21.7 million in the first six months of 2021, primarily severance costs.

We recognized $ 14.4 million net costs in the first six 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.

6 unchanged sentences

Foreign currency exchange effects ( 0.5 ) — ( 0.5 )

Balance as of March 31, 2022 $ 17.8 — 17.8

Balance as of June 30, 2022 $ 13.0 — 13.0

THE BRINK’S COMPANY

1 unchanged sentence

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements