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Item 1. Financial Statements

2022-10-26 compared with 2022-08-03 · 242 added, 158 removed, 1032 unchanged (28% of the section changed)

3 unchanged sentences

Condensed Consolidated Balance Sheets

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

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

Current assets:

43 unchanged sentences

Condensed Consolidated Statements of Operations

Ended June 30, Six Months

Ended June 30,

Ended September 30, Nine Months

Ended September 30,

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

33 unchanged sentences

Condensed Consolidated Statements of Comprehensive Income (Loss)

Ended June 30, Six Months

Ended June 30,

Ended September 30, Nine Months

Ended September 30,

(In millions) 2022 2021 2022 2021

3 unchanged sentences

Benefit plan prior service costs ( 1.3 ) ( 1.2 ) ( 3.8 ) ( 3.0 )

Deferred profit sharing — ( 0.5 ) — ( 0.5 )

Total benefit plan adjustments 8.8 21.3 29.5 33.9

Foreign currency translation adjustments ( 42.2 ) ( 41.2 ) ( 72.7 ) ( 49.3 )

Unrealized net losses on available-for-sale securities ( 0.3 ) — ( 0.7 ) —

Unrealized net gain on available-for-sale securities 0.7 — — —

Gains on cash flow hedges 12.2 2.9 37.4 12.8

Other comprehensive income (loss) before tax ( 39.6 ) 54.7 14.7 14.4

Other comprehensive loss before tax ( 20.5 ) ( 17.0 ) ( 5.8 ) ( 2.6 )

Provision for income taxes 12.6 7.4 17.5 15.1

Other comprehensive income (loss) ( 39.6 ) 49.5 9.8 6.7

Other comprehensive loss ( 33.1 ) ( 24.4 ) ( 23.3 ) ( 17.7 )

Comprehensive income (loss) ( 10.5 ) ( 1.4 ) 111.6 47.6

5 unchanged sentences

Condensed Consolidated Statements of Equity

Six Months ended June 30, 2022

Nine Months ended September 30, 2022

(In millions) Shares Common

25 unchanged sentences

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

Net income — — — 19.2 — 3.4 22.6

Other comprehensive loss — — — — ( 29.1 ) ( 4.0 ) ( 33.1 )

Shares repurchased (a)

( 0.5 ) ( 0.5 ) ( 10.7 ) ( 19.3 ) — — ( 30.5 )

Dividends to:

Brink’s common shareholders ($ 0.20 per share)

— — — ( 9.4 ) — — ( 9.4 )

Noncontrolling interests — — — — — ( 4.1 ) ( 4.1 )

Share-based compensation:

Stock awards and options:

Compensation expense — — 14.3 — — — 14.3

Other share-based benefit transactions — — 0.4 ( 0.1 ) — — 0.3

Capital contributions from noncontrolling interest — — — — — 0.1 0.1

Acquisitions of noncontrolling interests — — ( 2.7 ) — 0.1 ( 5.2 ) ( 7.8 )

Acquisitions with noncontrolling interests — — — — — 0.1 0.1

Balance as of September 30, 2022 46.7 $ 46.7 677.4 399.2 ( 920.6 ) 116.5 319.2

(a) During the third quarter ended September 30, 2022, we repurchased a total of 501,560 shares of our common stock for an aggregate of $ 27.3 million in cash.

On the last two days of September 2022, our agent broker purchased additional shares of our common stock in the open market.

We are obligated to pay $ 3.2 million to repurchase those shares and, as of September 30, 2022, this obligation has been reported as a current liability and a corresponding reduction to equity in our condensed consolidated financial statements.

See Note 12 for further details.

* Accumulated other comprehensive income (loss)

Six Months ended June 30, 2021

Condensed Consolidated Statements of Equity, continued

Nine Months ended September 30, 2021

(In millions) Shares Common

29 unchanged sentences

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

Net income — — — 19.0 — 4.0 23.0

Other comprehensive loss — — — — ( 23.1 ) ( 1.3 ) ( 24.4 )

Shares repurchased ( 0.7 ) ( 0.7 ) ( 9.3 ) ( 40.0 ) — — ( 50.0 )

Dividends to:

Brink’s common shareholders ($ 0.20 per share)

— — — ( 9.9 ) — — ( 9.9 )

Noncontrolling interests — — — — — ( 3.5 ) ( 3.5 )

Share-based compensation:

Stock awards and options:

Compensation expense — — 9.2 — — — 9.2

Other share-based benefit transactions — — 2.3 ( 0.1 ) — — 2.2

Capital contributions from noncontrolling interest — — — — — 0.1 0.1

Acquisitions with noncontrolling interests — — — — — ( 0.3 ) ( 0.3 )

Balance as of September 30, 2021 49.1 $ 49.1 690.7 396.2 ( 1,014.6 ) 127.6 249.0

(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 June 30,

Ended September 30,

(In millions)

30 unchanged sentences

Cash proceeds from sale of property and equipment 3.3 5.7

Cash proceeds from settlement of cross currency swap 64.3 —

Net change in loans held for investment ( 23.3 ) —

Acquisition of customer contracts — ( 0.8 )

Other ( 0.1 ) —

Net cash used by investing activities ( 112.1 ) ( 390.3 )

8 unchanged sentences

Repayments ( 63.7 ) ( 87.3 )

Settlement of acquisition related contingencies ( 2.5 ) 6.2

Payment of acquisition-related obligation — ( 2.9 )

Acquisition of noncontrolling interest ( 7.8 ) —

Cash received from acquisition related settlements — 6.3

Cash paid for acquisition related settlements and obligations ( 2.8 ) ( 3.9 )

Debt financing costs ( 5.5 ) ( 0.4 )

Repurchase shares of Brink's common stock ( 27.3 ) ( 50.0 )

Dividends to:

35 unchanged sentences

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 first quarter of 2022.

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

In the second and third quarters of 2022, the additional allowance was reduced by $ 0.7 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 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.

While most of our locations noted improved economics in 2021 and into the first nine months of 2022, our current estimates could be materially adversely affected in future periods by the COVID-19 pandemic.

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.

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.

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.

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 six months of 2022 and 4 % of our consolidated revenues for the first six months of 2021.

Revenues from Brink's Argentina represented approximately 5 % of our consolidated revenues for the first nine months of 2022 and 4 % of our consolidated revenues for the first nine 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 six months of 2022 and 2021, the Argentine peso declined approximately 18 % (from 103.1 to 125.0 pesos to the U.S.

In the first nine months of 2022 and 2021, the Argentine peso declined approximately 30 % (from 103.1 to 147.1 pesos to the U.S.

dollar) and approximately 15 % (from 84.0 to 99.0 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 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).

In the first nine months of 2022, we recognized a $ 24.4 million pretax remeasurement loss.

In the first nine months of 2021, we recognized a $ 6.6 million pretax remeasurement loss.

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

At September 30, 2022, we had net monetary assets denominated in Argentine pesos of $ 62.0 million (including cash of $ 66.4 million).

At September 30, 2022, we had net nonmonetary assets of $ 162.8 million (including $ 99.8 million of goodwill, $ 1.7 million in equity securities denominated in Argentine pesos and $ 21.0 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 six months ended June 30, 2022 or June 30, 2021.

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

Impairment indicators were reviewed as of September 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 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.

In addition, in accordance with a revolving credit facility, as of September 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

12 unchanged sentences

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.

Basic ATM management services include cash replenishment, treasury management and first and second line 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 high-value services leverage our brand, global infrastructure and core services and include cash management services, tech-enabled solutions (including digital retail solutions and ATM managed services), global services and payment services.

We offer a variety of cash management services such as currency and coin counting and sorting, deposit preparation and reconciliation, as well as digital retail solutions that leverage Brink's-managed tech-enabled safes and software platforms (including our Brink’s Complete™ and CompuSafe ® services).

We provide ATM managed services for customers using Brink's-owned machines as well as machines owned by third parties.

These comprehensive services for ATM management may include cash replenishment, replenishment forecasting, cash optimization, ATM remote monitoring, service call dispatching, transaction processing, installation services, and first and second line maintenance.

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.

19 unchanged sentences

Core Services High-Value Services Other Security Services Total

Three months ended June 30, 2022

Three months ended September 30, 2022

Reportable Segments:

4 unchanged sentences

Total reportable segments $ 523.2 561.2 52.3 1,136.7

Three months ended June 30, 2021

Three months ended September 30, 2021

Reportable Segments:

4 unchanged sentences

Total reportable segments $ 525.1 495.3 55.1 1,075.5

Six months ended June 30, 2022

Nine months ended September 30, 2022

Reportable Segments:

4 unchanged sentences

Total reportable segments $ 1,568.9 1,618.6 157.1 3,344.6

Six months ended June 30, 2021

Nine months ended September 30, 2021

Reportable Segments:

17 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 ($ 4.8 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 assets expected to be collected within one year ($ 4.3 million at September 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 ($ 4.3 million at September 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 (June 30, 2022) 824.6 8.8 14.9

Closing (September 30, 2022) 787.7 8.6 13.9

Increase (decrease) $ 85.9 2.3 ( 4.0 )

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.

The amount of revenue recognized in the nine months ended September 30, 2022 that was included in the January 1, 2022 contract liabilities balance was $ 15.0 million.

This revenue consists of services provided to customers who had prepaid for those services prior to the current year.

Revenue recognized in the six months ended June 30, 2022 from performance obligations satisfied in the prior year was not significant.

Revenue recognized in the nine months ended September 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 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.

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

The capitalized amounts at September 30, 2022 and December 31, 2021 were $ 3.6 million and $ 2.0 million, respectively.

The amortization expense in the first nine 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:

30 unchanged sentences

Operating Profit

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

Three Months Ended September 30, Three Months Ended September 30,

(In millions)

15 unchanged sentences

Foreign currency transaction gains (losses)

— — 3.4 ( 0.1 )

Reconciliation of segment policies to GAAP (a)

13 unchanged sentences

Operating Profit

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

Nine Months Ended September 30, Nine Months Ended September 30,

(In millions)

38 unchanged sentences

(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.

See Note 1 and Note 10 for further details.

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

9 unchanged sentences

(In millions) 2022 2021 2022 2021 2022 2021

Three months ended June 30,

Three months ended September 30,

Service cost $ — — 2.0 2.1 2.0 2.1

3 unchanged sentences

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 $ ( 0.4 ) 1.9 2.5 4.0 2.1 5.9

Six months ended June 30,

Nine months ended September 30,

Service cost $ — — 6.1 6.8 6.1 6.8

7 unchanged sentences

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

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

pension plan in 2021 or the first nine 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 June 30,

Service cost $ — — 0.1 0.1 0.1 0.1

Three months ended September 30,

Interest cost on accumulated postretirement benefit obligations $ 2.5 2.4 0.9 0.8 3.4 3.2

3 unchanged sentences

Net periodic postretirement cost $ 0.4 2.4 2.6 3.1 3.0 5.5

Six months ended June 30,

Nine months ended September 30,

Service cost $ — — 0.1 0.1 0.1 0.1

6 unchanged sentences

Note 5 - Income taxes

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

Three Months Ended September 30, Nine Months Ended September 30,

2022 2021 2022 2021

4 unchanged sentences

Statutory Rate

The effective income tax rate on continuing operations in the first six months of 2022 was less than the 21% U.S.

The effective income tax rate on continuing operations in the first nine months of 2022 was less than the 21% U.S.

statutory rate primarily due to the release of valuation allowances on U.S.

4 unchanged sentences

Statutory Rate

The effective income tax rate on continuing operations in the first six months of 2021 was greater than the 21% U.S.

The effective income tax rate on continuing operations in the first nine 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.

11 unchanged sentences

Accordingly, we reversed a substantial amount of our valuation allowance on our net U.S.

deferred tax assets, resulting in a $ 55.0 million benefit in our provision for income taxes for the period ended June 30, 2022.

deferred tax assets, resulting in a $ 52.8 million benefit in our provision for income taxes for the nine months ended September 30, 2022.

Due to the novel approach that the final regulations impose, it is possible that further developments in foreign country or U.S.

1 unchanged sentence

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.

Consequently, we reversed $ 9.9 million in valuation allowance for the nine months ended September 30, of 2022 in other comprehensive income .

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 June 30, 2022 is $ 826 million.

In the aggregate, the purchase consideration for the G4S acquisitions as of September 30, 2022 was $ 826 million.

We have also paid G4S approximately $ 114 million for net intercompany receivables from the acquired subsidiaries.

3 unchanged sentences

We used a probability-weighted approach to estimate the fair value of the contingent consideration.

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.

The fair value of the contingent consideration at the acquisition date was the full $ 22 million that remains potentially payable as of September 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.

7 unchanged sentences

The purchase consideration is approximately $ 15 million.

Argentina Union Payments

In the third quarter of 2017, we acquired 100 % of the shares of Maco Transportadora de Caudales S.A.

("Maco Transportadora") and Maco Litoral, S.A.

("Maco Litoral" and, together with Maco Transportadora, "Maco").

Maco Transportadora is a CIT and money processing business and Maco Litoral provides CIT and ATM services.

Both businesses operate in Argentina.

Although the Maco operations were acquired by Brink's Argentina in 2017, the National Antitrust Authority did not formally approve the business acquisitions until 2021.

The approval was issued conditioned on the divestiture of certain armored vehicles and relocation of other armored vehicles.

These actions were completed in 2022.

Upon the acquisition approval by the National Antitrust Authority, the national teamster unions demanded that Maco employees be paid severance benefits as if the employees had been terminated in 2022 and then immediately rehired by Brink's Argentina without their seniority.

Brink's Argentina management finalized negotiations with the Maco Transportadora union and has agreed to pay amounts to the union members.

Brink's Argentina management is negotiating with the Maco Litoral union and expects to make similar payments to the union members.

In the third quarter of 2022, we recognized a $ 12.4 million charge in connection with these negotiations.

Due to the fact that management has excluded this amount when evaluating internal performance, we have excluded it from segment results.

Acquisition Costs

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).

We have incurred $ 2.7 million in transaction costs related to business acquisitions in the first nine months of 2022 (compared to $ 5.4 million in the first nine 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 June 30, 2022

Three months ended September 30, 2022

Amounts attributable to Brink's:

2 unchanged sentences

( 36.8 ) ( 7.3 ) ( 1.4 ) 0.3 ( 45.2 )

Unrealized losses on available-for-sale securities ( 0.3 ) ( 0.1 ) — — ( 0.4 )

Unrealized gains (losses) on available-for-sale securities 0.7 ( 0.9 ) — — ( 0.2 )

Gains (losses) on cash flow hedges 12.0 ( 2.7 ) 0.2 — 9.5

7 unchanged sentences

( 40.8 ) ( 7.3 ) ( 1.4 ) 0.3 ( 49.2 )

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

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

0.7 ( 0.9 ) — — ( 0.2 )

2 unchanged sentences

$ ( 28.7 ) ( 10.7 ) 8.2 ( 1.9 ) ( 33.1 )

Three months ended June 30, 2021

Three months ended September 30, 2021

Amounts attributable to Brink's:

22 unchanged sentences

Income (Loss)

Six months ended June 30, 2022

Nine months ended September 30, 2022

Amounts attributable to Brink's:

17 unchanged sentences

$ ( 42.1 ) ( 8.1 ) 36.3 ( 9.4 ) ( 23.3 )

Six months ended June 30, 2021

Nine months ended September 30, 2021

Amounts attributable to Brink's:

18 unchanged sentences

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 June 30, Six Months Ended June 30,

Three Months Ended September 30, Nine Months Ended September 30,

(In millions) 2022 2021 2022 2021

3 unchanged sentences

Interest and other nonoperating expense 3.1 9.3 11.1 27.6

(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.

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

2021 foreign currency translation adjustment amounts arising during the three months ended September 30, 2021 reflect primarily the devaluation of the Brazilian real, the Mexican peso and the Chilean peso.

2022 foreign currency translation adjustment amounts arising during the nine months ended September 30, 2022 reflect primarily the devaluation of the British pound, the euro, and the Chilean peso, partially offset by appreciation of the Mexican peso.

2021 foreign currency translation adjustment amounts arising during the nine months ended September 30, 2021 reflect primarily the devaluation of the euro, the Chilean peso, the Mexican peso and 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) ($ 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).

• other operating income (expense) ($ 6.2 million loss in the three months ended September 30, 2022 and $ 5.6 million gain in the three months ended September 30, 2021;

as well as $ 0.3 million gain in the nine months ended September 30, 2022 and no gains or losses in the nine months ended September 30, 2021) and

• interest expense ($ 0.5 million of expense in the three months ended September 30, 2022 and $ 2.7 million of expense in the three months ended September 30, 2021;

as well as $ 5.4 million of expense in the nine months ended September 30, 2022 and $ 8.4 million of expense in the nine months ended September 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 22.9 ( 64.1 ) ( 1.0 ) 29.4 ( 12.8 )

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

Acquisitions of noncontrolling interests — 0.1 — — 0.1

Balance as of September 30, 2022 $ ( 451.1 ) ( 489.7 ) ( 1.1 ) 21.3 ( 920.6 )

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) June 30, 2022 December 31, 2021

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

$600 million senior unsecured notes

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We have outstanding foreign currency forward and swap contracts to hedge transactional risks associated with foreign currencies.

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.

At September 30, 2022, the notional value of our short term outstanding foreign currency forward and swap contracts was $ 460 million, with average maturities of approximately one month .

These foreign currency forward and swap contracts primarily offset exposures in the euro, 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 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 September 30, 2022, the fair value of our short term foreign currency contracts was a net asset of approximately $ 8.2 million, of which $ 10.7 million was included in prepaid expenses and other and $ 2.5 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 June 30, Six Months

Ended June 30,

Ended September 30, Nine Months

Ended September 30,

2022 2021 2022 2021

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dollar denominated intercompany loan and a Brazilian real denominated intercompany loan.

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 September 30, 2022, the notional value of this long term contract was $ 59 million with a weighted-average maturity of 0.8 years.

At September 30, 2022, the fair value of the long term cross currency swap contract was a $ 16.7 million net asset, of which $ 7.2 million is included in prepaid expenses and other and $ 9.5 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 June 30, Six Months

Ended June 30,

Ended September 30, Nine Months

Ended September 30,

(In millions) 2022 2021 2022 2021

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We reclassify amounts from accumulated other comprehensive income (loss) into earnings in the same periods that the hedged debt affects earnings.

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 September 30, 2022, the notional value of these contracts was $ 400 million with a remaining weighted-average maturity of 0.7 years.

At September 30, 2022, the fair value of these interest rate swaps was a net asset of $ 9.6 million of which $ 7.2 million was included in prepaid expenses and other and $ 2.4 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.

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.

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 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 were designated as cash flow hedges for accounting purposes.

The forward-starting interest rate swaps had a maturity date in July 2030 and had a mandatory settlement scheduled to occur in July 2022.

In July 2022, an amendment was executed to terminate the four forward-starting interest rates swaps and concurrently enter into three forward-starting interest rate swaps with an amended maturity in June 2027.

We designated these interest rates swaps as cash flow hedges for accounting purposes.

Accordingly, the 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.

As of the July 2022 termination date of the four previous interest rate swaps, a cumulative net gain of $ 9.2 million was recorded in accumulated other comprehensive income (loss).

This amount will be reclassified to earnings as forecasted interest payments occur through the original maturity date in July 2030.

The three new interest rate swaps had an inception date fair value equal to a $ 9.2 million asset, approximating the settlement value of the four previous interest rate swaps.

Instead of receiving cash upon termination of the previous swaps, we elected to negotiate a lower off-market fixed rate for the three new interest rate swaps.

This inception date fair value will be amortized to earnings on a ratable and systematic basis through the maturity date of the new interest rate swaps in June 2027.

At September 30, 2022, the notional value of these contracts was $ 200 million with a remaining weighted-average maturity of 2.4 years.

At September 30, 2022, the fair value of these interest rate swaps was a net asset of $ 17.8 million of which $ 4.8 million was included in prepaid expenses and other and $ 13.0 million was included in other assets 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.

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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.

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.

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.

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.

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

At September 30, 2022, the total notional value of these cross currency swap contracts was $ 400 million with a remaining weighted average maturity of 2.4 years for the cross currency swaps maturing in May 2026 and a remaining weighted average maturity of 6.1 years for the cross currency swaps maturing in April 2031.

At September 30, 2022, the fair value of these cross currency swaps was a net asset of $ 11.3 million of which $ 5.6 million was included in prepaid expenses and other and $ 5.7 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:

Ended June 30, Six Months

Ended June 30,

Ended September 30, Nine Months

Ended September 30,

(In millions) 2022 2021 2022 2021

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Cross currency swaps designated as net investment hedges ( 1.3 ) ( 1.5 ) ( 4.4 ) ( 2.6 )

Net derivative instrument losses included in interest expense $ 0.2 1.4 1.1 3.8

Net derivative instrument (gains) losses included in interest expense $ ( 1.1 ) 0.9 — 4.7

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.

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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 six months of 2022.

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

Note 9 - Debt

June 30, December 31,

September 30, December 31,

(In millions) 2022 2021

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Total debt $ 3,371.7 2,966.7

(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.

(a) Amounts outstanding are net of unamortized debt costs of $ 5.3 million as of September 30, 2022 and $ 3.7 million as of December 31, 2021.

(b) Amounts outstanding are net of unamortized debt costs of $ 8.5 million as of September 30, 2022 and $ 10.2 million as of December 31, 2021.

(c) Other facilities include $ 78.9 million related to the Brink's Capital credit facility at September 30, 2022, compared to $ 57.5 million at December 31, 2021.

The facility had $ 3,689.0 million in borrowings and $ 3,667.6 million in repayments in the first nine months of 2022, which is reflected in the long-term revolving credit facilities movement in the consolidated statements of cash flows.

Long-Term Debt

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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.

Interest rates for the Senior Secured Credit Facility are based on the Secured Overnight Financing Rate ("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 June 30, 2022, $ 510 million was available under the Revolving Credit Facility.

As of September 30, 2022, $ 320 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.

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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.

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

The margin on alternate base rate borrowings, which can range from 0.25 % to 0.75 %, was 0.50 % as of September 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 0.28 %, was 0.23 % as of June 30, 2022.

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

Senior Unsecured Notes

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Letter of Credit Facilities and Bank Guarantee 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.

The $ 15 million facility and the $ 10 million facility have no expiration dates

We have three committed letter of credit facilities totaling $ 71 million, of which approximately $ 12 million was available at September 30, 2022.

At September 30, 2022, we had undrawn letters of credit and guarantees of $ 59 million issued under these facilities.

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

We have two uncommitted letter of credit facilities totaling $ 55 million, of which approximately $ 28 million was available at September 30, 2022.

At September 30, 2022, we had undrawn letters of credit and guarantees of $ 27 million issued under these facilities.

The $ 40 million facility expires in March 2023.

The $ 15 million facility has no expiration date.

The Senior Secured Credit Facility is also available for issuance of letters of credit and bank guarantees.

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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.

We were in compliance with all covenants at September 30, 2022.

Note 10 - Credit losses

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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.

In the second and third quarters of 2022, the additional allowance was reduced by $ 0.7 million as a result of collections.

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

Allowance for doubtful accounts:

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Foreign currency exchange effects ( 1.4 )

June 30, 2022 $ 37.2

September 30, 2022 $ 36.6

Note 11 - Share-based compensation plans

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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 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.

Outstanding awards at September 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

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Compensation Expense Compensation Expense

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

Three Months Ended September 30, Nine Months Ended September 30,

(in millions) 2022 2021 2022 2021

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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 six months of 2022:

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

(in thousands)

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Exercised ( 485.0 ) 5.91

Outstanding balance as of June 30, 2022

Outstanding balance as of September 30, 2022

446.2 $ 14.70

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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 six months of 2022:

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

(in thousands)

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Expired ( 15.5 ) 21.51

Outstanding balance as of June 30, 2022

Outstanding balance as of September 30, 2022

161.6 $ 21.41

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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 six months of 2022:

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

(in thousands)

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Vested ( 78.4 ) 77.12

Nonvested balance as of June 30, 2022

Nonvested balance as of September 30, 2022

377.0 $ 67.97

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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 six months of 2022:

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

(in thousands)

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( 142.9 ) 77.61

Nonvested balance as of June 30, 2022

Nonvested balance as of September 30, 2022

731.4 $ 76.70

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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 six months of 2022:

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

(in thousands)

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Vested ( 13.0 ) 79.79

Nonvested balance as of June 30, 2022

Nonvested balance as of September 30, 2022

Note 12 - Capital Stock

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

At September 30, 2022, we had 100 million shares of common stock authorized and 46.7 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.

On July 29, 2022, the Board declared a regular quarterly dividend of 20 cents per share payable on September 1, 2022 to shareholders of record on August 8, 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 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.

At September 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

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Share repurchases under this program may be made in the open market, in privately negotiated transactions, or otherwise.

At June 30, 2022, $ 250 million remained available under the 2021 Repurchase Program.

During the third quarter ended September 30, 2022, we repurchased a total of 501,560 shares of our common stock for an aggregate of $ 27.3 million and an average price of $ 54.36 per share.

These shares were retired upon repurchase.

At September 30, 2022, $ 223 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.

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Shares Used to Calculate Earnings per Share

Ended June 30, Six Months

Ended June 30,

Ended September 30, Nine Months

Ended September 30,

(In millions) 2022 2021 2022 2021

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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 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.

Accordingly, included in basic shares are 0.2 million in the three months and 0.3 million in the nine months ended September 30, 2022, and 0.3 million in the three months and 0.3 million in the nine months ended September 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

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Note 13 - Supplemental cash flow information

Ended June 30,

Ended September 30,

(In millions) 2022 2021

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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 six months of 2022 or 2021.

We did not have any such conversions in the first nine months of 2022 or 2021.

Non-cash Investing and Financing Activities

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.

We acquired $ 43.7 million in armored vehicles and other equipment under financing lease arrangements in the first nine months of 2022 compared to $ 57.7 million in armored vehicles and other equipment acquired under financing lease arrangements in the first nine months of 2021.

Loans Held for Investment

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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 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 September 30, 2022, we held $ 329.9 million of restricted cash ($ 163.6 million represented restricted cash held for customers and $ 140.9 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.

June 30, December 31,

September 30, December 31,

(In millions) 2022 2021

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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.

The Company is fully cooperating with the investigation and has responded 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.

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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 the first nine months of 2022, we recognized an additional $ 1.1 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.

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Note 15 - Reorganization and Restructuring

2022 Global Restructuring Plan

In the third quarter of 2022, management began a restructuring plan across our global business operations.

The actions were taken to enable growth, reduce costs and related infrastructure, and to mitigate the potential impact of external economic conditions.

As a result of actions taken in the quarter, we recognized $ 17.5 million in the third quarter of 2022, which primarily consisted of severance costs.

For the restructuring actions that were approved as of September 30, 2022, we expect to incur additional costs between $ 6 million and $ 10 million in future periods, primarily severance costs.

The following table summarizes the changes in the accrued liability for costs incurred, payments and utilization, and foreign currency exchange effects of the 2022 Global Restructuring Plan:

(In millions) Severance Costs Other Total

Balance as of January 1, 2022 $ — — —

Expense 15.7 1.8 17.5

Payments and utilization ( 3.1 ) ( 1.8 ) ( 4.9 )

Foreign currency exchange effects ( 0.2 ) — ( 0.2 )

Balance as of September 30, 2022 $ 12.4 — 12.4

Other Restructurings

Management periodically implements restructuring actions in targeted sections of our business.

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.

As a result of these actions, we recognized net costs of $ 35.7 million in the first nine months of 2021, primarily severance costs.

We recognized $ 16.5 million net costs in the first nine 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 $ 4 million and $ 6 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:

The following table summarizes the changes in the accrued liability for costs incurred, payments and utilization, accrual adjustments and foreign currency exchange effects of other restructurings:

(In millions) Severance Costs Other Total

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Payments and utilization ( 15.1 ) ( 5.1 ) ( 20.2 )

Accrual adjustment ( 4.3 ) — ( 4.3 )

Foreign currency exchange effects ( 1.2 ) — ( 1.2 )

Balance as of June 30, 2022 $ 13.0 — 13.0

Balance as of September 30, 2022 $ 6.1 — 6.1

Note 16 - Subsequent Events

Acquisition of ATM Services Provider

On October 3, 2022, we acquired NoteMachine Limited and four of its direct and indirect subsidiaries (together "NoteMachine").

We paid approximately $ 177 million in cash on the acquisition date.

The final purchase consideration will be determined when we complete the purchase price accounting.

In addition to purchase consideration, we are currently unable to disclose the fair value of net assets acquired by major asset class, including estimates of goodwill and intangible assets, due to the recent closing of the transaction.

NoteMachine is based in the United Kingdom and manages a portfolio of ATMs.

This acquisition expands the footprint of Brink's ATM managed services business worldwide.

Share Repurchases

Under the 2021 Repurchase Program, from October 3, 2022 through October 24, 2022, we repurchased a total of 324,165 shares of our common stock for an aggregate of $ 17.8 million and an average price of $ 54.98 per share.

These shares were retired upon repurchase.

THE BRINK’S COMPANY

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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