Quarterly Report — Form 10-Q — Sect. 13 / 15(d) – SEA’34 Filing Table of Contents
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(Address of principal executive offices) (Zip Code)
(i804)
i289-9600
(Registrant's telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
iCommon
Stock, par value $1.00 per share
iBCO
iNew York Stock Exchange
Indicate by check mark whether the registrant (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
iYes☒ No ☐
Indicate by check mark whether the registrant has submitted electronically
every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
iYes☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated
filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company” and "emerging growth company" in Rule 12b-2 of the Exchange Act.
(Check one): iLarge Accelerated Filer☒ Accelerated Filer ☐ Non-Accelerated Filer ☐ Smaller Reporting Company i☐Emerging
Growth Company i☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant
is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes i☐No ☒
As of October 21, 2019, i50,024,922
shares of $1 par value common stock were outstanding.
Effective
January 1, 2019, we adopted the provisions of ASU 2018-02, Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income. We recognized a cumulative effect adjustment to January 1, 2019 retained earnings as a result of adopting this standard. See Note 1 for further details.
* Accumulated other comprehensive income (loss)
See accompanying notes to condensed consolidated financial statements.
Effective
January 1, 2018, we adopted the provisions of ASU 2014-09, Revenue From Contracts with Customers, ASU 2016-01, Recognition and Measurement of Financial Assets and Financial Liabilities, and ASU 2016-16, Intra-Entity Transfers of Assets Other Than Inventory. We recognized a cumulative effect adjustment to January 1, 2018 retained earnings as a result of adopting each of these standards. See Note 1 for further details of the impact of each standard.
* Accumulated other comprehensive income (loss)
See
accompanying notes to condensed consolidated financial statements.
Notes to Condensed Consolidated Financial Statements
(Unaudited)
Note
1 - iBasis of presentation
The Brink’s Company (along with its subsidiaries, “Brink’s” or “we”) has ithree
operating segments:
•
North America
•
South America
•
Rest of World
Our unaudited interim condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting
principles (“GAAP”) for interim financial reporting and applicable quarterly reporting regulations of the Securities and Exchange Commission (the “SEC”). Accordingly, the unaudited condensed consolidated financial statements do not include all of the information and notes required by GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation have been included. Operating results for interim periods are not necessarily indicative of the results that may be expected for the full year. These unaudited condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes in our Annual Report on Form 10-K for the year ended December 31, 2018.
i
We
have made a number of estimates and assumptions relating to the reporting of assets and liabilities and the disclosure of contingent assets and liabilities to prepare these condensed consolidated financial statements. Actual results could differ materially from these estimates. The most significant estimates are related to goodwill and other long-lived assets, pension and other retirement benefit obligations, legal contingencies, allowance for doubtful accounts and deferred tax assets.
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Consolidation
The condensed consolidated financial statements
include our controlled subsidiaries. Control is determined based on ownership rights or, when applicable, based on whether we are considered to be the primary beneficiary of a variable interest entity. See "Venezuela" section below for further information. For controlled subsidiaries that are not wholly-owned, the noncontrolling interests are included in net income and in total equity.
Investments in businesses that we do not control, but for which we have the ability to exercise significant influence over operating and financial policies, are accounted for under the equity method and our proportionate share of income or loss is recorded in other operating income (expense). Investments in
businesses for which we do not have the ability to exercise significant influence over operating and financial policies are accounted for at fair value, if readily determinable, with changes in fair value recognized in net income. For equity 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.
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Foreign
Currency Translation
Our condensed consolidated financial statements are reported in U.S. dollars. Our foreign subsidiaries maintain their records primarily in the currency of the country in which they operate. The method of translating local currency financial information into U.S. dollars depends on whether the economy in which our foreign subsidiary operates has been designated as highly inflationary or not. Economies with a three-year cumulative inflation rate of more than 100% are considered highly inflationary.
Assets and liabilities of foreign subsidiaries in non-highly inflationary economies are translated
into U.S. dollars using rates of exchange at the balance sheet date. Translation adjustments are recorded in other comprehensive income (loss). Revenues and expenses are translated at rates of exchange in effect during the year. Transaction gains and losses are recorded in net income.
Foreign subsidiaries that operate in highly inflationary countries use the U.S. dollar as their functional currency. Local currency monetary assets and liabilities are remeasured into U.S. dollars using rates of exchange as of each balance sheet date, with remeasurement adjustments and other transaction gains and losses recognized in earnings. Other than nonmonetary equity securities, nonmonetary assets and liabilities do not fluctuate with changes in local currency exchange rates to the dollar. For
nonmonetary equity securities traded in highly inflationary economies, the fair market value of the equity securities are remeasured at the current exchange rates to determine gain or loss to be recorded in net income. Revenues and expenses are translated at rates of exchange in effect during the year.
Argentina
We operate in Argentina through wholly owned subsidiaries and a smaller controlled subsidiary (together "Brink's Argentina"). Revenues from Brink's Argentina represented approximately i6%
of our consolidated revenues for the first nine months of 2019 and i8% of our consolidated revenues for the first nine months of 2018. The operating environment in Argentina continues to present business challenges, including ongoing devaluation of the Argentine peso and significant inflation. In the first nine months of 2019 and 2018, the
Argentine peso declined approximately i35% (from i37.6
to i57.5 pesos to the U.S. dollar) and approximately i55%
(from i18.6 to i41.3
pesos to the U.S. dollar),
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8
respectively. For the year ended December 31, 2018, the Argentine peso declined approximately i50%
(from i18.6 to i37.6
pesos to the U.S. dollar).
Beginning July 1, 2018, we designated Argentina's economy as highly inflationary for accounting purposes. As a result, we consolidated Brink's Argentina using our accounting policy for subsidiaries operating in highly inflationary economies beginning with the third quarter of 2018. Argentine peso-denominated monetary assets and liabilities are remeasured at each balance sheet date using the currency exchange rate then in effect, with currency remeasurement gains and losses recognized in earnings. In the second half of 2018, we recognized a $i6.2
million pretax remeasurement loss. In the first nine months of 2019, we recognized a $i10.4 million pretax remeasurement loss. At September 30, 2019, Argentina's economy remains highly inflationary for accounting purposes.
At
September 30, 2019, we had net monetary assets denominated in Argentine pesos of $i25.5 million (including cash of $i16.6
million). At September 30, 2019, we had net nonmonetary assets of $i151.0 million (including $i99.8
million of goodwill). At September 30, 2019, we had ino equity securities denominated in Argentine pesos.
During September 2019, the Argentine government announced currency controls on both companies and individuals. The Argentine central bank issued details as to how the
exchange control procedures would operate in practice. Under these procedures, central bank approval is required for many transactions, including dividend repatriation abroad. These currency control regulations will apply initially until December 31, 2019, although there can be no certainty that these regulations will not continue into 2020. Although the Argentine government has implemented currency controls impacting repatriation of funds, Brink’s management continues to provide guidance and strategic oversight, including budgeting and forecasting for Brink’s Argentina. We continue to control our Argentina business for purposes of consolidation of our financial statements and continue to monitor the situation in Argentina.
Venezuela
Deconsolidation.
Our Venezuelan operations offer transportation and route-based logistics management services for cash and valuables throughout Venezuela. Currency exchange regulations, combined with other government regulations, such as price controls and strict labor laws, significantly limit our ability to make and execute operational decisions at our Venezuelan subsidiaries. With the May 2018 re-election of the President in Venezuela for an additional six-year term, we expect these conditions to continue for the foreseeable future.
As a result of the conditions described above, we concluded that, effective June 30, 2018, we did not meet the accounting criteria for control over our Venezuelan operations and, as a result, we began reporting the results
of our investment in our Venezuelan subsidiaries using the cost method of accounting. This change resulted in a pretax charge of $i127 million in the second quarter of 2018. For reporting periods beginning after June 30, 2018, we have not included the operating results of our Venezuela operations. We may incur losses resulting
from our Venezuelan business to the extent that we provide U.S. dollars or make future investments in our Venezuelan subsidiaries, including any additional investments made directly in our Venezuelan subsidiaries or additional costs incurred by us to address compliance with recent sanctions and other regulatory requirements imposed by the U.S. government that restrict our ability to conduct business in Venezuela. Prior to the imposition of the U.S. government sanctions, we provided immaterial amounts of financial support to our Venezuela operations in 2019 and 2018.
We continue to monitor the situation in Venezuela, including the imposition of sanctions by the U.S. government targeting Venezuela.
Internal
loss
A former non-management employee in our U.S. global services operations embezzled funds from Brink's in prior years. Except for a small deductible amount, the amount of the internal loss related to the embezzlement was covered by our insurance. In an effort to cover up the embezzlement, the former employee intentionally misstated the underlying accounts receivable subledger data. In the first nine months of 2019, we incurred $i3.9
million in costs (primarily third party expenses) to reconstruct the accounts receivables subledger. In the third quarter of 2019, we were able to identify $i4.0 million of revenues billed and collected in prior periods which had never been recorded in the general ledger. We also identified and recorded $i0.3
million in bank fees, which had been incurred in prior periods. The rebuild of the subledger was completed during the third quarter of 2019. Based on the reconstructed subledger, we were able to analyze and quantify the uncollected receivables from prior periods. Although we plan to attempt to collect these receivables, we have estimated an increase to bad debt expense of $i13.7
million, which we recorded in the third quarter of 2019. Out of the $i13.7 million in bad debt expense, $i12.6
million represents an allowance on $i25.3 million of accounts receivable generated prior to 2018. The estimate of the allowance for doubtful accounts will be adjusted in future periods, if needed, as assumptions related to the collectability of these accounts receivable change. The impact of the bad debt expense ($i13.7
million) and bank fees ($i0.3 million), partially offset by the revenue adjustment ($i4.0
million), net to a $i10.0 million cumulative accounting error which was corrected in the third quarter of 2019. We have concluded that the impact of this accounting error was not material to the current or any prior period financial statements. Due to the unusual nature of this internal loss and the related errors in the subledger
data, along with the fact that management has excluded these amounts when evaluating internal performance, we have excluded these net charges from segment results.
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New Accounting Standards
In May 2014, the FASB issued ASU 2014-09, Revenue From Contracts with Customers. Under this standard, an entity
recognizes an amount of revenue to which it expects to be entitled when the transfer of goods or services to customers occurs. The standard requires expanded disclosures regarding the nature, amount, timing and uncertainty of revenue and cash flows arising from contracts with customers. We adopted this standard effective January 1, 2018 using the modified retrospective method and recognized a cumulative-effect adjustment increasing retained earnings by $i1.5
million.
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The FASB issued ASU 2016-01, Recognition and Measurement of Financial Assets and Financial Liabilities, in January 2016. This new guidance changes the accounting related to the classification and measurement of certain equity investments. Equity investments with readily determinable fair values must be measured at fair value. All changes in fair value will be recognized in net income as opposed to other comprehensive income. We adopted ASU 2016-01 effective January
1, 2018 and recognized a cumulative-effect adjustment increasing retained earnings by $i1.1 million.
In October 2016, the FASB issued ASU 2016-16, Intra-Entity Transfers of Assets Other
Than Inventory, which changes the timing of when certain intercompany transactions are recognized within the provision for income taxes. We adopted ASU 2016-16 effective January 1, 2018 using the modified retrospective method and we recognized a cumulative-effect adjustment increasing retained earnings by $i0.7
million.
In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842), which requires the recognition of right-of-use assets and lease liabilities by lessees for certain leases classified as operating leases and also requires expanded disclosures regarding leasing activities. The accounting for financing leases (previously "capital leases") remains substantially unchanged. We have adopted the standard effective January 1, 2019 and have elected to adopt the new standard at the adoption date through a cumulative-effect adjustment to the opening balance of retained earnings. Under this approach, we will continue to report comparative periods under ASC 840.
We
have elected the package of practical expedients permitted under the transition guidance within the new standard, which among other things, allows us to carry forward the historical lease classification. We also made an accounting policy election to exclude leases with an initial term of 12 months or less from the condensed consolidated balance sheet. We will recognize those lease payments in the condensed consolidated statements of operations on a straight-line basis over the lease term. As part of this adoption, we have implemented internal controls and key system functionality to enable the preparation of financial information.
The adoption of the standard resulted in recording right-of-use assets of $i310.1
million and lease liabilities of $i320.3 million as of January 1, 2019. The right-of-use assets are lower than the lease liabilities as existing deferred rent and lease incentive liabilities were recorded against the right-of-use assets at adoption in accordance with the standard. The standard did not affect our condensed consolidated statements of operations or our condensed
consolidated statements of cash flows. The standard had no impact on our debt-covenant compliance under our current agreements.
In January 2017, the FASB issued ASU 2017-04, Intangibles-Goodwill and Other: Simplifying the Test for Goodwill Impairment, which eliminates the requirement that an entity perform a hypothetical purchase price allocation to measure goodwill impairment. Instead, impairment will be measured using the difference between the carrying amount and the fair value of the reporting unit. We early adopted this ASU effective January 1, 2019. The early adoption did not have any impact on our condensed consolidated financial statements.
In August 2017, the FASB issued ASU 2017-12,
Derivatives and Hedging: Targeted Improvements to Accounting for Hedging Activities, which amends and simplifies the application of hedge accounting guidance to better portray the economic results of risk management activities in the financial statements. The guidance expands the ability to hedge nonfinancial and financial risk components, reduces complexity in fair value hedges of interest rate risk, eliminates the requirement to separately measure and report hedge ineffectiveness, and eases certain hedge effectiveness assessment requirements. We adopted the standard effective January 1, 2019 with no significant impact on our condensed consolidated financial statements.
In February 2018, the FASB issued ASU 2018-02, Reclassification of Certain Tax Effects
from Accumulated Other Comprehensive Income, which allows a reclassification from accumulated other comprehensive income to retained earnings for stranded tax effects resulting from the Tax Cuts and Jobs Act of 2017 (“Tax Reform Act”). We adopted ASU 2018-02 effective January 1, 2019 and elected to recognize a cumulative-effect adjustment increasing retained earnings by $i28.8
million related to the change in the U.S. federal corporate tax rate.
In August 2018, the FASB issued ASU 2018-13, Disclosure Framework—Changes to the Disclosure Requirements for Fair Value Measurement, which changes the fair value measurement disclosure requirements. The guidance is effective January 1, 2020 with early adoption permitted. We are currently evaluating the potential impact of the standard on financial reporting.
In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, which requires the use of the current
expected credit loss model. This model is based on expected, rather than incurred, losses to determine the allowance for doubtful accounts and certain net investments in leases. The guidance is effective January 1, 2020 and we are currently evaluating the potential impact of the standard on financial reporting.
We provide various services to meet the needs of our customers and we group these service offerings into three broad categories: Core Services, High-Value Services and Other Security Services.
Core Services
Cash-in-transit ("CIT") and ATM services are core services we provide to customers throughout the world. We charge customers per service performed or based on the value of goods transported. CIT services generally involve the secure transportation of cash, securities and other valuables between businesses, financial institutions and central
banks. ATM services are generally composed of management services, including cash replenishment and forecasting, remote monitoring, transaction processing, installation and maintenance.
High-Value Services
Our high-value services leverage our brand, global infrastructure and core services and include cash management services, global services and payment services. We offer a variety of cash management services such as currency and coin counting and sorting, deposit preparation and reconciliation, and safe device installation and servicing (including our CompuSafe® service). Our global services business provides secure ground, sea and air transportation and storage of highly-valued commodities including diamonds, jewelry, precious metals and other valuables. We also
provide payment services which include bill payment and processing services on behalf of utility companies and other billers plus general purpose reloadable prepaid cards and payroll cards.
Other Security Services
Our other security services feature the protection of airports, offices, warehouses, stores, and public venues in Europe and Brazil.
For performance obligations related to the services described above, we generally satisfy our obligations as each action to provide the service to the customer occurs. Because the customers simultaneously receive and consume the benefits from our services, these performance obligations are deemed to be satisfied over time. We use an output method, units of service provided, to recognize revenue
because that is the best method to represent the transfer of our services to the customer at the agreed upon rate for each action.
Although not as significant as our service offerings, we also sell goods to customers from time to time, such as safe devices. In those transactions, we satisfy our performance obligation at a point in time. We recognize revenue when the goods are delivered to the customer as that is the point in time that best represents when control has transferred to the customer.
Our contracts with customers describe the services we can provide along with the fees for each action to provide the service. We typically send invoices to customers for all of the services we have provided
within a monthly period and payments are generally due within 30 to 60 days of the invoice date.
Although our customer contracts specify the fees for each action to provide service, the majority of the services stated in our contracts do not have a defined quantity over the contract term. Accordingly, the transaction price is considered variable as there is an unknown volume of services that will be rendered over the course of the contract. We recognize revenue for these services in the period in which they are provided
to the customer based on the contractual rate at which we have the right to invoice the customer for each action.
Some of our contracts with customers contain clauses that define the level of service that the customer will receive. The service level agreements (“SLA”) within those contracts contain specific calculations to determine whether the appropriate level of service has been met within a specific period, which is typically a month. We estimate SLA penalties and recognize the amounts as a reduction to revenue.
Taxes collected from customers and remitted to governmental authorities are not included
in revenues in the condensed consolidated statements of operations.
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Revenue Disaggregated by Reportable Segment and Type of Service
(a) See
details regarding the Internal loss and the impact on revenues in Note 1.
The majority of our revenues from contracts with customers are earned by providing services and these performance obligations are satisfied over time. Smaller amounts of revenues are earned from selling goods, such as safes, to customers where the performance obligations are satisfied at a point in time.
Certain of our high-value services involve the leasing of assets, such as safes, to our customers along with the regular servicing of those safe devices. Revenues related to the leasing of these assets are recognized in accordance with applicable lease guidance (ASC 842 beginning in 2019 and ASC 840 prior to 2019), but are
included in the above table as the amounts are a small percentage of overall revenues.
Although payment terms and conditions can vary, for the majority of our customer contracts, we invoice for all of the services provided to the customer within a monthly period. For certain customer contracts,
the timing of our performance may precede our right to invoice the customer for the total transaction price. For example, Brink's affiliates in certain countries, primarily in South America, negotiate annual price adjustments with certain customers and, once the price increases are finalized, the pricing changes are made retroactive to services provided in earlier periods. These retroactive pricing adjustments are estimated and recognized as revenue with a corresponding contract asset in the same period in which the related services are performed. As the estimate of the ultimate transaction price changes, we recognize a cumulative catch-up adjustment for the change in estimate.
For
other customer contracts, we may obtain the right to payment or receive customer payments prior to performing the related services under the contract. When the right to customer payments or receipt of payments precedes our performance, we recognize a contract liability.
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The opening
and closing balances of receivables, contract assets and contract liabilities related to contracts with customers are as follows:
The
amount of revenue recognized in the nine months ended September 30, 2019 that was included in the January 1, 2019contract liability balance was $i2.5
million. This revenue consists of services provided to customers who had prepaid for those services prior to the current year. The majority of the increase in the contract liability balance resulted from the acquisition of Balance Innovations, LLC in the second quarter of 2019 (see Note 6).
We also recognized revenue of $i0.4
million in the nine months ended September 30, 2019 from performance obligations satisfied in the prior year. This amount is a result of changes in the transaction price of our contracts with customers.
Sales commissions directly related to obtaining new contracts with customers qualify for capitalization. These capitalized costs are amortized to expense ratably over the term of the
contracts. At September 30, 2019, the net capitalized costs to obtain contracts was $i1.7 million, which is included in other assets on the condensed consolidated balance sheet. Amortization expense was not significant and there were no impairment losses recognized related to
these contract costs in the first nine months of 2019.
Practical Expedients
For the majority of our contracts with customers, we invoice a fixed amount for each unit of service we have provided. These contracts provide us with the right to invoice for an amount or rate that corresponds to the value we have delivered to our customers. The volume of services that will be provided to customers over the term is not known at inception of these contracts.
Therefore, while the rate per unit of service is known, the transaction price itself is variable. For this reason, we recognize revenue from these contracts equal to the amount for which we have the contractual right to invoice the customers. Because we are not required to estimate variable consideration related to the transaction price in order to recognize revenue, we are also not required to estimate the variable consideration to provide certain disclosures. As a result, we have elected to use the optional exemption related to the disclosure of transaction prices, amounts allocated to remaining performance obligations and the future periods in which revenue will be recognized, sometimes referred to as backlog.
We have also elected to use the practical expedient for financing components
related to our contract liabilities. We do not recognize interest expense on contracts for which the period between our receipt of customer payments and our service to the customer is one year or less.
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Note 3 - iSegment
information
We identify our operating segments based on how ourchief operating decision maker (“CODM”) allocates resources, assesses performance and makes decisions. Our CODM is our President and Chief Executive Officer. Our CODM evaluates performance and allocates resources to each operating segment based on a profit or loss measure which, at the reportable segment level, excludes the following:
•
Corporate expenses - former non-segment and regional management costs, currency transaction gains and losses, adjustments to reconcile segment accounting policies to U.S. GAAP, and costs related to global initiatives
are excluded from segment results.
•
Other items not allocated to segments - certain significant items such as reorganization and restructuring actions that are evaluated on an individual basis by management and are not considered part of the ongoing activities of the business are excluded from segment results. Prior to deconsolidation (see Note 1), results from Venezuela operations were also excluded from our segment results due to the Venezuelan government's restrictions that have prevented us from repatriating funds. We also exclude certain costs, gains and losses related to acquisitions and dispositions of assets and of businesses. Beginning in the third quarter of 2018, we began to consolidate Brink's Argentina using our accounting policy
for subsidiaries operating in highly inflationary economies. We have excluded from our segment results the impact of highly inflationary accounting in Argentina, including currency remeasurement losses. Incremental costs (primarily third party expenses) incurred related to the mitigation of material weaknesses and the implementation and adoption of ASU 2016-02, the new lease accounting standard effective for us January 1, 2019, are excluded from segment results. We have also excluded from our segment results net charges related to an internal loss in our U.S. global services operations. The net impact includes costs incurred to reconstruct an accounts receivable subledger as well as estimated bad debt expense for uncollectible receivables, partially offset by revenue billed and collected, but not previously recorded as a result of
the former non-management employee's embezzlement activities.
14
i
The following table summarizes our revenues and segment profit for each of our reportable segments and reconciles these amounts to consolidated revenues and operating profit:
Revenues
Operating
Profit
Three Months Ended September 30,
Three Months Ended September 30,
(In millions)
2019
2018
2019
2018
Reportable
Segments:
North America
$
i446.7
i383.4
$
i38.7
i33.6
South
America
i229.0
i215.5
i59.4
i46.3
Rest
of World
i248.9
i253.5
i32.2
i30.8
Total
reportable segments
i924.6
i852.4
i130.3
i110.7
Reconciling
Items:
Corporate expenses:
General,
administrative and other expenses
—
—
(i26.2
)
(i20.6
)
Foreign
currency transaction gains (losses)
—
—
(i0.4
)
i0.4
Reconciliation
of segment policies to GAAP
—
—
(i1.3
)
i4.8
Other
items not allocated to segments:
Reorganization and Restructuring
—
—
(i6.4
)
(i7.3
)
Acquisitions
and dispositions
(i0.2
)
i—
(i24.0
)
(i10.7
)
Argentina
highly inflationary impact
—
—
(i7.9
)
(i8.3
)
Internal
loss(a)
i4.0
—
(i11.3
)
—
Reporting
compliance(b)
—
—
(i0.3
)
(i2.0
)
Total
$
i928.4
i852.4
$
i52.5
i67.0
(a)
See
details regarding the impact of the Internal loss at Note 1.
(b)
Costs (primarily third party expenses) related to accounting standard implementation and material weakness mitigation. Additional information provided at page 45.
Revenues
Operating
Profit
Nine Months Ended September 30,
Nine Months Ended September 30,
(In millions)
2019
2018
2019
2018
Reportable
Segments:
North America
$
i1,323.7
i1,027.5
$
i129.1
i80.3
South
America
i684.5
i703.6
i147.4
i148.0
Rest
of World
i735.7
i798.7
i82.2
i82.6
Total
reportable segments
i2,743.9
i2,529.8
i358.7
i310.9
Reconciling
Items:
Corporate expenses:
General,
administrative and other expenses
—
—
(i85.8
)
(i72.6
)
Foreign
currency transaction gains (losses)
—
—
i0.2
(i1.8
)
Reconciliation
of segment policies to GAAP
—
—
i2.9
i6.5
Other
items not allocated to segments:
Venezuela operations
i—
i51.4
i—
i2.3
Reorganization
and Restructuring
—
—
(i20.5
)
(i15.5
)
Acquisitions
and dispositions
(i0.5
)
i—
(i63.8
)
(i24.6
)
Argentina
highly inflationary impact
—
—
(i12.3
)
(i8.3
)
Internal
loss(a)
i4.0
—
(i13.9
)
—
Reporting
compliance(b)
—
—
(i2.0
)
(i3.4
)
Total
$
i2,747.4
i2,581.2
$
i163.5
i193.5
(a)
See
details regarding the impact of the Internal loss at Note 1.
(b)
Costs (primarily third party expenses) related to accounting standard implementation and material weakness mitigation. Additional information provided at page 45.
/
15
Note
4 - iRetirement benefits
Pension plans
We have various defined-benefit pension plans covering eligible current and former employees. Benefits under most plans are based on salary and years of service.
i
The
components of net periodic pension cost for our pension plans were as follows:
U.S. Plans
Non-U.S. Plans
Total
(In
millions)
2019
2018
2019
2018
2019
2018
Three
months ended September 30,
Service
cost
$
i—
i—
i2.5
i2.6
i2.5
i2.6
Interest
cost on projected benefit obligation
i8.5
i8.0
i2.6
i2.5
i11.1
i10.5
Return
on assets – expected
(i12.6
)
(i13.4
)
(i2.5
)
(i2.7
)
(i15.1
)
(i16.1
)
Amortization
of losses
i4.9
i6.8
i1.1
i1.0
i6.0
i7.8
Amortization
of prior service credit
i—
i—
(i0.1
)
i—
(i0.1
)
i—
Settlement
loss
i—
i—
i0.6
i0.4
i0.6
i0.4
Net
periodic pension cost
$
i0.8
i1.4
i4.2
i3.8
i5.0
i5.2
Nine
months ended September 30,
Service
cost
$
i—
i—
i7.4
i8.2
i7.4
i8.2
Interest
cost on projected benefit obligation
i25.6
i24.0
i7.8
i9.8
i33.4
i33.8
Return
on assets – expected
(i38.0
)
(i40.2
)
(i7.7
)
(i8.4
)
(i45.7
)
(i48.6
)
Amortization
of losses
i14.7
i20.8
i3.1
i3.3
i17.8
i24.1
Amortization
of prior service cost
i—
i—
i—
i0.2
i—
i0.2
Settlement
loss
i—
i—
i1.5
i1.4
i1.5
i1.4
Net
periodic pension cost
$
i2.3
i4.6
i12.1
i14.5
i14.4
i19.1
/
We
did not make cash contributions to the primary U.S. pension plan in 2018 or the first nine months of 2019. Based on assumptions described in our Annual Report on Form 10-K for the year ended December 31, 2018, we do not expect to make any additional contributions to the primary U.S. pension plan until 2022.
16
Retirement benefits other than pensions
We provide retirement healthcare
benefits for eligible current and former U.S., Canadian, and Brazilian employees. Retirement benefits related to our former U.S. coal operations include medical benefits provided by the Pittston Coal Group Companies Employee Benefit Plan for United Mine Workers of America Represented Employees (the “UMWA plans”) as well as costs related to Black Lung obligations.
i
The components of net periodic postretirement cost related to retirement benefits other than pensions were as follows:
UMWA
Plans
Black Lung and Other Plans
Total
(In millions)
2019
2018
2019
2018
2019
2018
Three
months ended September 30,
Interest
cost on accumulated postretirement benefit obligations
$
i4.1
i4.2
i0.9
i0.7
i5.0
i4.9
Return
on assets – expected
(i3.4
)
(i4.1
)
i—
i—
(i3.4
)
(i4.1
)
Amortization
of losses
i3.9
i4.9
i1.2
i1.6
i5.1
i6.5
Amortization
of prior service (credit) cost
(i1.2
)
(i1.2
)
(i0.1
)
i0.2
(i1.3
)
(i1.0
)
Net
periodic postretirement cost
$
i3.4
i3.8
i2.0
i2.5
i5.4
i6.3
Nine
months ended September 30,
Service
cost
$
i—
i—
i0.1
i0.1
i0.1
i0.1
Interest
cost on accumulated postretirement benefit obligations
i13.2
i12.9
i2.7
i2.3
i15.9
i15.2
Return
on assets – expected
(i10.0
)
(i12.5
)
i—
i—
(i10.0
)
(i12.5
)
Amortization
of losses
i12.8
i15.4
i3.5
i4.3
i16.3
i19.7
Amortization
of prior service (credit) cost
(i3.5
)
(i3.5
)
(i0.3
)
i0.8
(i3.8
)
(i2.7
)
Net
periodic postretirement cost
$
i12.5
i12.3
i6.0
i7.5
i18.5
i19.8
/
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.
On December 22, 2017, the Tax Cuts and Jobs Act of 2017 (“Tax Reform Act”) was enacted into law. The Tax Reform Act includes a reduction in the federal tax rate for corporations from 35% to 21% as of January 1, 2018, a one-time transition tax on the cumulative undistributed earnings of foreign subsidiaries as of December 31, 2017, a repeal of the corporate alternative minimum tax, and more extensive limitations on deductibility of performance-based compensation for named executive officers. Other provisions effective as of January 1, 2018, included the creation of a new U.S. minimum tax on foreign earnings called the Global
Intangible Low-Taxed Income (“GILTI”) and limitations on the deductibility of interest expense.
Due to the timing of the enactment and the complexity involved in applying the provisions of the Tax Reform Act, the Company recorded provisional amounts as of December 31, 2017, in accordance with Staff Accounting Bulletin No. 118 ("SAB 118"). We recorded a provisional one-time non-cash charge of $i92
million in the fourth quarter of 2017 to remeasure the deferred tax assets for the new rate and for other legislative changes. In the fourth quarter of 2018, we recorded a benefit of $i2.3 million to reverse a component of the provisional one-time non-cash charge as a result of guidance issued by the U.S. authorities.
We
filed our 2017 U.S. federal income tax return in October 2018, which did not reflect a U.S. federal current tax liability for the transition tax due to our high-tax foreign income, but we recorded an incremental $i1.3 million of foreign tax credits, offset with a full valuation allowance in the fourth quarter of 2018 which was in addition to the provisional $i31.1
million foreign tax credit offset with a full valuation allowance related to the transition tax recorded in the fourth quarter of 2017. We did not record a current state tax liability related to the transition tax in accordance with the interpretation of existing state laws and the provisional estimates in the fourth quarter of 2017, but we recorded the state impact of the transition tax of $i0.2 million
when we filed our tax returns in the fourth quarter of 2018.
Beginning in 2018, we accounted for GILTI, which did not reflect a U.S. federal current tax liability due to the high-tax foreign income. We adopted an accounting policy related to the provision of deferred taxes related to GILTI and determined that we would not record deferred taxes with respect to GILTI, but would instead treat GILTI as a current period cost. We did not change our assertion on the determination of which subsidiaries that we consider to be permanently invested and for which we do not expect to repatriate to the U.S. as a result of the Tax Reform Act. The accounting for the Tax Reform Act was completed in the fourth quarter of 2018 in accordance with SAB 118.
2019
Compared to U.S. Statutory Rate
The effective income tax rate on continuing operations in the first nine months of 2019 was greater than the 21% U.S. statutory tax 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 the characterization of a French business tax as an income tax, partially offset by the tax benefits related to the distribution of share-based payments.
2018 Compared to U.S. Statutory Rate
The effective income tax rate on continuing operations in the first nine months of 2018 was negative primarily
due to the impact of Venezuela’s earnings and the related tax expense, including the largely nondeductible loss on the deconsolidation of the Venezuela operations. The items that cause the rate to be higher than the U.S. statutory rate include 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 the characterization of a French business tax as an income tax, partially offset by the significant tax benefits related to the distribution of share-based payments and a French income tax credit.
18
Note 6 - iAcquisitions
and Dispositions
Acquisitions
We account for business combinations using the acquisition method. Under the acquisition method of accounting, assets acquired and liabilities assumed from these operations are recorded at fair value on the date of acquisition. The condensed consolidated statements of operations include the results of operations for each acquired entity from the date of acquisition.
Rodoban Transportes Aereos e Terrestres Ltda., Rodoban Servicos e Sistemas de Seguranca Ltda., and Rodoban Seguranca e Transporte de Valores Ltda ("Rodoban")
On iJanuary
4, 2019, we acquired i100% of the capital stock of Rodoban in Brazil for $i134
million. Rodoban provides cash-in-transit, money processing and ATM services and generates annual revenues of approximately $i80 million. The Rodoban business is expected to expand our operations in southeastern Brazil and will be integrated with our existing Brink's Brazil operations. Rodoban has approximately i2,900
employees, i13 branches and about i190
armored vehicles across its operations.
We have provisionally estimated fair values for the assets purchased, liabilities assumed and purchase consideration as of the date of the acquisition in the following table. The determination of estimated fair value required management to make significant estimates and assumptions. The amounts reported are considered provisional as we are completing the valuations that are required to allocate the purchase price. As a result, the allocation of the provisional purchase price may change in the future.
Final
allocation will be determined once the valuation is complete.
(b)
Intangible assets are composed of customer relationships ($i46
million fair value and i11 year amortization period), trade name ($i1
million fair value and i1 year amortization period), and non-compete agreement ($i1
million fair value and i5 year amortization period).
/
(c)
Consists
of intangible assets that do not qualify for separate recognition, combined with synergies expected from integrating Rodoban’s operations with our existing Brink’s Brazil operations. All of the goodwill has been assigned to the Brazil reporting unit and is expected to be deductible for tax purposes.
19
Dunbar Armored, Inc. ("Dunbar")
U.S. Cash Management business
On iAugust
13, 2018, we acquired i100% of the shares of Dunbar for approximately $i541
million. We paid cash of approximately $i547 million and have a receivable from the seller of approximately $i6
million related to a net working capital adjustment. The Dunbar business is being integrated with our existing Brink's U.S. operations. This acquisition has expanded our customer base in the U.S. as a result of Dunbar's focus on small-to-medium sized retailers and financial institutions. At the time of the acquisition, Dunbar had approximately i5,400 employees, i78
branches and over i1,600 armored vehicles across its operations.
We estimated fair values for the assets purchased, liabilities assumed and purchase consideration as of the date of the acquisition in the following table. The determination of estimated fair value required management to make significant estimates and assumptions. We finalized our purchase price accounting in the third quarter of 2019. As
compared to our initial estimates in the period of acquisition, our fair value estimates of acquisition date intangible assets decreased approximately $i20 million, acquisition date goodwill increased approximately $i21
million, acquisition date other noncurrent assets increased approximately $i11 million, acquisition date noncurrent liabilities increased approximately $i16
million and total purchase consideration decreased approximately $i6 million. There were no other significant changes to our fair value estimates of the net assets acquired for the Dunbar acquisition.
Intangible
assets are composed of customer relationships ($i148 million fair value and i15
year amortization period) and rights related to the trade name ($i14 million fair value and i8
year amortization period).
(b)
Consists of intangible assets that do not qualify for separate recognition, combined with synergies expected from integrating Dunbar’s operations with our existing Brink’s U.S. operations. All of the goodwill has been assigned to the U.S. reporting unit and is expected to be deductible for tax purposes.
Other acquisitions in 2019
On iJune
12, 2019, we acquired i100% of the capital stock of Balance Innovations, LLC and its wholly owned subsidiary, Balance Innovations Services, Inc. (together "BI"). BI develops and licenses software that provides real-time data to optimize operations for general retail and convenience store industries throughout the United States and Canada. This acquisition enhances our ability to
deliver technology-enabled, end-to-end retail cash management services.
On iJune 14, 2019, we acquired i100% of
the capital stock of Comercio Eletronico Facil Ltda. ("COMEF"), a Brazil-based company. COMEF offers bank correspondent services and bill payment processing and is expected to supplement our existing Brazilian payment services businesses.
On iSeptember 30, 2019, we acquired i100%
of the capital stock of Transportadora de Valores del Sur Limitada and its wholly owned subsidiary, TVS Pagos, Recaudos y Procesos S.A.S. (together "TVS"). TVS provides cash in transit and money processing services in Colombia. This acquisition is expected to provide opportunities for branch consolidation and route efficiencies and position our existing Colombian business as well as TVS to more effectively service our customers.
The aggregate purchase price of these ithree business
acquisitions (BI, COMEF and TVS) was approximately $i56 million. Together, these ithree acquired
operations have approximately i1,300 employees.
20
For these ithree
business acquisitions (BI, COMEF and TVS), we have provisionally estimated fair values for the assets purchased and liabilities assumed as of the date of the acquisitions. These estimated amounts are aggregated in the following table. The determination of estimated fair value required management to make significant estimates and assumptions. The amounts reported are considered provisional as we are completing the valuations that are required to allocate the purchase price. As a result, the allocation of the purchase price may change in the future.
Intangible
assets are composed of developed technology, customer relationships and trade names. Final allocation will be determined after all valuations have been completed.
(b)
Consists of intangible assets that do not qualify for separate recognition, combined with synergies expected from integrating these acquired operations into our existing operations. The goodwill from these acquisitions have been assigned to the following reporting units: BI (U.S.), COMEF (Brazil) and TVS (Global Markets - South America). We expect goodwill related to BI to be deductible for tax purposes. We do not expect goodwill related to COMEF or TVS to be deductible for tax purposes.
21
Pro
forma disclosures
i
The pro forma consolidated results of Brink’s presented below reflect a hypothetical ownership as of January 1, 2017 for the businesses we acquired during 2018 and a hypothetical ownership as of January 1, 2018 for the business we acquired in the first nine months of 2019.
(In
millions)
Revenue
Net income (loss) attributable to Brink's
Actual results included in Brink's consolidated results for businesses acquired in 2019 from the date of acquisition
Pro
forma results of Brink's for the three months ended September 30,
2019
Brink's as reported
$
i928.4
i5.4
Other
acquisitions(a)
i5.0
i0.7
Total
$
i933.4
i6.1
2018
Brink's
as reported
$
i852.4
i17.4
Rodoban(a)
i17.5
(i1.1
)
Dunbar(a)
i46.3
i1.1
Other
acquisitions(a)
i10.6
i0.3
Total
$
i926.8
i17.7
Pro
forma results of Brink's for the nine months ended September 30,
2019
Brink's as reported
$
i2,747.4
i31.6
Rodoban(a)
i0.6
i—
Other
acquisitions(a)
i26.8
i1.7
Total
$
i2,774.8
i33.3
2018
Brink's
as reported
$
i2,581.2
(i68.2
)
Rodoban(a)
i56.5
(i3.0
)
Dunbar(a)
i244.0
i5.4
Other
acquisitions(a)
i33.2
i1.2
Total
$
i2,914.9
(i64.6
)
(a)
Represents
amounts prior to acquisition by Brink's.
/
Acquisition costs
We have incurred $i5.6 million in transaction costs related to business
acquisitions in the first nine months of 2019 ($i5.9 million in the first nine months of 2018). These costs are classified in the condensed consolidated statements of operations as selling, general and administrative expenses.
22
Note
7 - iAccumulated other comprehensive income (loss)
i
Other comprehensive income
(loss), including the amounts reclassified from accumulated other comprehensive loss into earnings, was as follows:
The
amortization of actuarial losses and prior service cost is part of total net periodic retirement benefit cost when reclassified to net income. Net periodic retirement benefit cost also includes service cost, interest cost, expected return on assets, and settlement losses. Total service cost is allocated between cost of revenues and selling, general and administrative expenses on a plan-by-plan basis and the remaining net periodic retirement benefit cost items are allocated to interest and other nonoperating income (expense):
Three
Months Ended September 30,
Nine Months Ended September 30,
(In millions)
2019
2018
2019
2018
Total net periodic retirement benefit cost included in:
Cost
of revenues
$
i1.9
i1.9
$
i5.7
i6.4
Selling,
general and administrative expenses
i0.6
i0.7
i1.8
i1.9
Interest
and other nonoperating income (expense)
i7.9
i8.9
i25.4
i30.6
(b)
Pretax
gains and losses on cash flow hedges are classified in the condensed consolidated statements of operations as:
•
other operating income (expense) ($i8.9
million gain in the three months ended September 30, 2019 and ino gains or losses in the three months ended September 30,
2018; as well as $i10.3 million gain in the nine months ended September 30, 2019 and ino
gains or losses in the nine months ended September 30, 2018)
•
interest expense ($i1.4
million of expense in the three months ended September 30, 2019; as well as $i3.9 million of expense in the nine months ended September 30,
2019).
24
i
The changes in accumulated other comprehensive loss attributable to Brink’s are as follows:
We
adopted ASU 2018-02 (see Note 1) effective January 1, 2019 and recognized a cumulative-effect adjustment to retained earnings.
Note 8 - iFair value of financial instruments
Investments
in Mutual Funds
We have investments in mutual funds that are carried at fair value in the financial statements. For these investments, fair value was based on quoted market prices, which we have categorized as a Level 1 valuation.
Fixed-Rate Debt
i
The fair value and carrying value of our fixed-rate debt are as follows:
The
fair value estimate of our senior unsecured notes was based on the present value of future cash flows, discounted at rates for similar instruments at the measurement date, which we have categorized as a Level 3 valuation.
We have outstanding foreign currency forward and swap contracts to hedge transactional risks associated with foreign currencies. At September 30, 2019, the notional value of our short term outstanding foreign currency forward and swap contracts
was $i119 million, with average maturities of approximately itwo
months. These short term foreign currency forward and swap contracts primarily offset exposures in the euro and the Brazilian real and are not designated as hedges for accounting purposes and, accordingly, changes in their fair value are recorded immediately in earnings. At September 30, 2019, the fair value of our short term foreign currency contracts was a net asset of approximately $i1.4
million, of which $i1.5 million was included in prepaid expenses and $i0.1
million was included in accrued liabilities on the condensed balance sheet. We recognized gains of $i8.3 million on our short term foreign currency contracts in the first nine
months of 2019 and gains of $i5.2 million in the first nine months of 2018.
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. At September 30, 2019, the notional value of this long term contract was $i133
million with a weighted-average maturity of i2.4 years. We recognized net gains of $i6.3
million on this contract, of which gains of $i10.3 million were included in other operating income (expense) to offset transaction losses of $i10.3
million and expenses of $i4.0 million were included in interest expense in the first nine months of 2019. At September 30, 2019, the fair value of the long term cross currency swap contract
was a $i7.0 million net asset, of which a $i8.9
million asset is included in other assets and a $i1.9 million liability is included in accrued liabilities on the condensed consolidated balance sheet.
In
the first quarter of 2016, we entered into itwo 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. At September 30, 2019, the notional value of these contracts
was $i40 million with a remaining weighted-average maturity of i0.8
years. At September 30, 2019, the fair value of these interest rates swaps was an asset of $i0.2 million
and was included in prepaid expenses on the condensed consolidated balance sheet. The effect of these swaps are included in interest expense and were not significant in the first nine months of 2019.
In the first quarter of 2019, we entered into iten
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. At September 30, 2019, the notional value of these contracts was $i400 million
with a remaining weighted-average maturity of i2.2 years. At September 30, 2019, the fair value of these interest rate swaps was a net liability of $i19.3
million, of which $i3.5 million was included in accrued liabilities and $i15.8
million was included in other liabilities on the
25
condensed consolidated balance sheet. The effect of these swaps are included in interest expense and were not significant in the first nine months of 2019.
The fair values of these forward and swap contracts are based on the present value of net future cash payments and receipts, which we have categorized as a Level 2 valuation.
Contingent Consideration
The
estimated fair value of our liabilities for contingent consideration represents the fair value of the potential amounts payable for our acquisition of Maco Transportadora. The remaining contingent amount is expected to be paid in a scheduled second installment in the fourth quarter of 2019, with the final amount paid based partially on the retention of customer revenue versus a target revenue amount. The remaining contingent consideration arrangement requires us to pay potential undiscounted amounts between $i0
to $i15.1 million based on retaining the revenue levels of existing customers at the acquisition dates. If there is a shortfall in revenues, a multiple of i2.5
is applied to the revenue shortfall and the contingent consideration to be paid to the former owners is reduced.
We used a probability-weighted approach to estimate the fair value of these contingent consideration payments. The fair value of the contingent consideration is the full $i15.1 million
potentially payable as of September 30, 2019 as we believe it is unlikely that the contingent consideration payments will be reduced for a revenue shortfall.
At September 30, 2019, this $i15.1
million was included in accrued liabilities on the condensed consolidated balance sheet. The fair value of this liability was estimated using a discounted cash flow technique with significant inputs that are not observable in the market and thus represents a Level 3 valuation. The significant inputs in the Level 3 valuation not supported by market activity included our probability assessments of expected future cash flows related to our acquisition of this entity during the period from acquisition to the estimated settlement date of the remaining payment.
The contingent consideration payments may differ from the amounts that are ultimately paid, with any changes in the liabilities recorded in interest and other nonoperating expense in our condensed consolidated statements of operations until the liabilities are settled.
Other
Financial Instruments
Other financial instruments include cash and cash equivalents, accounts receivable, floating rate debt, accounts payable and accrued liabilities. The financial statement carrying amounts of these items approximate the fair value.
There were no transfers in or out of any of the levels of the valuation hierarchy in the first nine months of 2019.
26
Note 9 - iDebt
i
September
30,
December 31,
(In millions)
2019
2018
Debt:
Short-term borrowings
Restricted
cash borrowings(a)
$
i10.0
i10.5
Other
i5.4
i18.4
Total
short-term borrowings
$
i15.4
i28.9
Long-term
debt
Bank credit facilities:
Term loan A(b)
$
i776.9
i466.9
Senior
unsecured notes(c)
i592.7
i592.0
Revolving
Credit Facility
i217.9
i340.0
Other
i7.3
i5.7
Financing
leases
i139.7
i120.5
Total
long-term debt
$
i1,734.5
i1,525.1
Total
debt
$
i1,749.9
i1,554.0
Included
in:
Current liabilities
$
i89.1
i82.4
Noncurrent
liabilities
i1,660.8
i1,471.6
Total
debt
$
i1,749.9
i1,554.0
(a)
These
amounts are for short-term borrowings related to cash borrowed under lending arrangements used in the process of managing customer cash supply chains, which is currently classified as restricted cash and not available for general corporate purposes. See Note 13 for more details.
In February 2019, we amended our senior secured credit facility (the “Senior Secured Credit Facility”) with Wells Fargo Bank, National Association, as former administrative agent and Bank of America, N.A. as successor administrative agent. After the amendment, the Senior Secured Credit Facility consisted of a $i1
billion revolving credit facility (the "Revolving Credit Facility") and an $i800 million term loan facility (the "Term Loan Facility"). Prior to the amendment, the Term Loan Facility had an outstanding balance of approximately $i469
million. The proceeds from the amendment were used to repay outstanding principal under the Revolving Credit Facility as well as certain fees related to the closing of the transaction.
Loans under the Revolving Credit Facility mature ifive years after the amendment date (February
8, 2024). Principal payments are due quarterly for the amended Term Loan Facility equal to i1.25% of the initial loan amount with a final lump sum payment due on February 8, 2024. Interest rates for the Senior Secured Credit Facility
are based on LIBOR plus a margin or an alternate base rate plus a margin. The Revolving Credit Facility allows us to borrow money or issue letters of credit (or otherwise satisfy credit needs) on a revolving basis over the term of the facility. As of September 30, 2019, $i782 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 consolidated net leverage ratio. The margin on LIBOR borrowings, which can range from i1.25%
to i2.00%, was i1.75%
at September 30, 2019. The margin on alternate base rate borrowings, which can range from i0.25% to i1.00%,
was i0.75% as of September 30, 2019. We also pay an annual commitment fee on the unused portion of the Revolving Credit Facility based on the Company’s consolidated net leverage ratio. The commitment fee, which
can range from i0.15% to i0.30%,
was i0.25% as of September 30, 2019.
Senior Unsecured Notes
In October 2017, we issued at par ten-year
senior unsecured notes (the "Senior Notes") in the aggregate principal amount of $i600 million. The Senior Notes will mature on October 15, 2027 and bear an annual interest rate of i4.625%. The
Senior Notes are general unsecured obligations guaranteed by certain of the Company’s existing and future U.S. subsidiaries, which are also guarantors under the Senior Secured Credit Facility.
The Senior Notes have not been and will not be registered under the Securities Act of 1933 (the “Securities Act”) or the securities laws of any other jurisdiction and may not be offered or sold in the United States absent registration or an applicable exemption from registration
27
requirements.
The notes were offered in the United States only to persons reasonably believed to be qualified institutional buyers in reliance on the exception from registration set forth in Rule 144A under the Securities Act and outside the United States to non-U.S. persons pursuant to Regulation S under the Securities Act.
Letter of Credit Facilities and Bank Guarantee Facilities
We have ithree
committed letter of credit facilities totaling $i80 million, of which approximately $i28
million was available at September 30, 2019. At September 30, 2019, we had undrawn letters of credit and guarantees of $i52 million issued under these facilities. A $i10
million facility expires in April 2022, a $i54 million facility expires in December 2019 and a $i16
million facility expires in January 2024.
We have itwo uncommitted letter of credit facilities totaling $i55
million, of which approximately $i33 million was available at September 30, 2019. At September 30, 2019, we had undrawn letters of credit and guarantees of
$i22 million issued under these facilities. A $i40
million facility expires in January 2020 and a $i15 million facility has no expiration date.
The Senior Secured Credit Facility is also available for issuance of letters of credit and bank guarantees.
The
Senior Secured Credit Facility, Senior Unsecured Notes, the Letter of Credit Facilities and Bank Guarantee Facilities contain various financial and other covenants. The financial covenants, among other things, limit our ability to provide liens, restrict fundamental changes, limit transactions with affiliates and unrestricted subsidiaries, restrict changes to our fiscal year and to organizational documents, limit asset dispositions, limit the use of proceeds from asset sales, limit sale and leaseback transactions, limit investments, limit the ability to incur debt, restrict certain payments to shareholders, limit negative pledges, limit the ability to change the nature of our business, provide for a maximum consolidated net leverage ratio and provide for minimum coverage of interest costs. If we were not to comply with the terms of our various financing agreements, the repayment
terms could be accelerated and the commitments could be withdrawn. An acceleration of the repayment terms under one agreement could trigger the acceleration of the repayment terms under the other financing agreements. We were in compliance with all financial covenants at September 30, 2019.
28
Note
10 - iLeases
We lease facilities, vehicles, CompuSafe® units, computers and other equipment under long-term operating and financing leases with varying terms. Most of the operating leases contain renewal and/or purchase options at our sole discretion. The renewal periods differ by asset class and by country and are included in our determination of lease term if we determine we are reasonably certain to exercise the option.
We
have taken the component election for all material asset categories, except CompuSafe units. This election allows us to account for lease components (e.g., fixed payments or variable payments that depend on a rate that can be determined at commencement, including rent for the right to use the asset) together with nonlease components (e.g., other fixed payments that deliver a good or service including common-area maintenance costs) in the calculation of the right-of-use asset and corresponding liability. Variable costs, such as inflation adjusted payments for facilities, or nonlease components that vary periodically (included as part of the component election), are expensed as incurred.
Our leases do not contain any material residual value guarantees or material restrictive covenants.
i
The
components of lease assets and liabilities were as follows:
Includes
variable lease costs, which are immaterial.
/
Net rent expense and amortization expense and interest on financing leases included in continuing operations was $i109.7 million for the nine months ended September 30, 2018.
29
i
Other
information related to leases was as follows:
(In millions, except for lease term and discount rate)
2019
Nine Months Ended September 30,
Supplemental Cash Flows Information
Cash
paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases
$
i70.8
Operating cash flows from finance leases
i5.5
Financing
cash flows from finance leases
i21.1
Right-of-use assets obtained in exchange for lease obligations:
Operating leases
i42.9
Finance
leases
i46.2
Weighted Average Remaining Lease Term
Operating
leases
i7.4 years
Finance leases
i5.2
years
Weighted Average Discount Rate
Operating leases
i7.0
%
Finance
leases
i5.2
%
/
i
As
of December 31, 2018, future minimum lease payments under noncancellable operating leases with initial or remaining lease terms in excess of one year were as follows:
(In millions)
Facilities
Vehicles
Other
Total
2019
$
i51.7
i9.7
i21.6
i83.0
2020
i46.2
i5.5
i15.5
i67.2
2021
i39.5
i2.3
i9.5
i51.3
2022
i33.8
i0.6
i5.3
i39.7
2023
i29.4
i0.1
i2.3
i31.8
Later
years
i130.3
i—
i—
i130.3
$
i330.9
i18.2
i54.2
i403.3
/
i
As
of December 31, 2018, minimum repayments of long-term debt under financing leases were as follows:
(In millions)
2019
$
i25.1
2020
i23.5
2021
i21.7
2022
i19.7
2023
i16.2
Later
years
i14.3
Total
$
i120.5
/
30
Note
11 - iShare-based compensation plans
We have share-based compensation plans to attract and retain employees and nonemployee directors and to more closely align their interests with those of our shareholders.
We have outstanding share-based awards granted to employees under the 2013 Equity Incentive Plan ("2013 Plan") and the 2017 Equity
Incentive Plan (the "2017 Plan). These plans permit grants of restricted stock, restricted stock units, performance stock, performance units, stock appreciation rights, stock options, as well as other share-based awards to eligible employees. The 2013 Plan and the 2017 Plan also permit cash awards to eligible employees. The 2017 Plan became effective May 2017. No further grants of awards will be made under the the 2013 Plan, although awards under this prior plan remain outstanding.
We also have outstanding deferred stock units granted to directors under the 2017 Plan. Share-based awards were previously granted to directors and remain outstanding under the Non-Employee Director's Equity Plan and the Directors’ Stock Accumulation Plan, which has expired.
Outstanding awards at September 30,
2019 include performance share units, restricted stock units, deferred stock units, performance-based stock options, time-based stock options and certain awards that will be settled in cash.
Compensation Expense
Compensation expense is measured using the fair-value-based method. For employee and director awards considered equity grants, compensation expense is recognized from the award or grant date to the earlier of the retirement-eligible date or the vesting date. For awards considered liability awards, compensation cost is based on the change in the fair value of the instrument for each reporting period and the percentage of the requisite service that has been rendered. Compensation cost associated with liability awards was not significant in the three and nine
months ended September 30, 2019 or the prior year periods.
Compensation expenses are classified as selling, general and administrative expenses in the condensed consolidated statements of operations. iCompensation expenses
for the share-based awards were as follows:
Compensation Expense
Compensation Expense
Three Months Ended September 30,
Nine
Months Ended September 30,
(in millions)
2019
2018
2019
2018
Performance
Share Units
$
i7.0
i3.1
$
i21.6
i9.7
Market
Share Units
i—
i—
i—
i0.1
Restricted
Stock Units
i1.4
i1.6
i5.3
i4.9
Deferred
Stock Units and fees paid in stock
i0.3
i0.4
i0.9
i0.9
Stock
Options
i1.1
i1.2
i8.1
i3.2
Share-based
payment expense
i9.8
i6.3
i35.9
i18.8
Income
tax benefit
(i2.3
)
(i1.5
)
(i8.3
)
(i4.4
)
Share-based
payment expense, net of tax
$
i7.5
i4.8
$
i27.6
i14.4
Performance-Based
Stock Options
In 2018, 2017 and 2016, we granted performance-based stock options that have a service condition as well as a market condition. In addition, some of the awards granted in 2016 contain a non-financial performance condition. We measure the fair value of these performance-based options at the grant date using a Monte Carlo simulation model.
i
The following table summarizes performance-based
stock option activity during the first nine months of 2019:
Certain
performance-based stock options were modified in the second quarter of 2019. The weighted-average grant date fair value per share at September 30, 2019 reflects the inclusion of the modified fair value per share for the modified awards.
/
31
Time-Based Stock Options
We granted time-based stock options that contain only a service condition. We measure the fair value of
these time-based options at the grant date using a Black-Scholes-Merton option pricing model.
The following table summarizes time-based stock option activity during the first nine months of 2019:
We granted RSUs that contain only a service condition. We measure the fair value of RSUs based on the price of Brink’s stock at the grant date, adjusted for a discount for dividends not received or accrued during the vesting period.
The following table summarizes RSU activity during the first nine months of 2019:
Certain
RSUs were modified in the second quarter of 2019. The weighted-average grant date fair value per share at September 30, 2019 reflects the inclusion of the modified fair value per share for the modified awards.
Performance Share Units ("PSUs”)
We granted Internal Metric PSUs ("IM PSUs") and Total Shareholder Return PSUs ("TSR PSUs").
IM PSUs contain a performance condition as well as a service condition. We measure the fair value of these PSUs based on the price of Brink’s stock at the grant date, adjusted for a discount for dividends not received or accrued during the vesting period. For the IM PSUs
granted in 2019, the performance period is from January 1, 2019 to December 31, 2021.
TSR PSUs contain a market condition as well as a service condition. We measure the fair value of PSUs containing a market condition at the grant date using a Monte Carlo simulation model. For the TSR PSUs granted in 2019, the performance period is from January 1, 2019 to December 31, 2021.
The following table summarizes all PSU activity during the first nine months of 2019:
The
vested PSUs presented are based on the target amount of the award. In accordance with the terms of the underlying award agreements, the actual shares earned and distributed for the performance period ended December 31, 2018 were i225.9 compared to target shares of i187.0. Additionally,
in accordance with the terms of the underlying award agreements, the actual shares earned and distributed for the performance period ended June 30, 2017 were i129.1 compared to target shares of i129.1.
(b)
Certain PSUs were modified and distributed in the first quarter of 2019 and the resulting impact was not material.
(c)
Certain PSUs were modified in the second quarter of 2019. A portion of these modified PSUs were distributed in the third quarter of 2019. The weighted-average grant date fair value per share at September 30, 2019 reflects the inclusion of the modified fair value per share for the remaining modified
awards.
32
Deferred Stock Units ("DSUs")
We granted DSUs to our nonemployee directors in 2019 and in prior years. We measure the fair value of DSUs at the grant date, based on the price of Brink's stock, and, if applicable, adjusted for a discount for dividends not received or accrued during the vesting period.
DSUs granted after 2014 will be paid out in shares of Brink's stock on the first anniversary of the grant date, provided that the director has not elected to defer the distribution of shares until a later date. DSUs granted prior to
2015, in general, will be paid out in shares of stock following separation from service.
i
The following table summarizes all DSU activity during the first nine months of 2019:
At September 30, 2019, we had i100
million shares of common stock authorized and i50.0 million shares issued and outstanding.
Dividends
We paid regular quarterly dividends on our common stock during the last two years. On October 14, 2019, the Board declared a regular quarterly dividend
of i15 cents per share payable on December 2, 2019. 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 September 30, 2019, we had the authority to issue up to i2.0 million shares of preferred stock with a par value of $i10
per share.
Share Repurchase Program
In May 2017, our board of directors authorized a $i200 million share repurchase program, which will expire on December 31, 2019. We are not obligated to repurchase any specific dollar amount or number of shares, and, at September 30,
2019, approximately $i106 million remains available under this program. The timing and volume of share repurchases may be executed at the discretion of management on an opportunistic basis, or pursuant to trading plans or other arrangements. Share repurchases under this program may be made in the open market, in privately negotiated transactions, or otherwise.
In
December 2018, we entered into an accelerated share repurchase arrangement ("ASR") with a financial institution. In exchange for a $i50 million up-front payment at the beginning of the purchase period, the financial institution delivered to us i700,000
shares of our common stock for an average repurchase price of $i71.43 per share. The shares received were retired in the period they were delivered to us, and the up-front payment was accounted for as a reduction to shareholders' equity in the condensed consolidated balance sheet. For purposes of calculating earnings per share, we reported the ASR as a repurchase of our common stock in December 2018 and as a forward
contract indexed to our common stock. The ASR met all of the applicable criteria for equity classification, and, as a result, was not accounted for as a derivative instrument.
The ASR purchase period subsequently ended in February 2019 and we received and retired an additional i37,387
shares under the ASR, resulting in an overall average repurchase price of $i67.81 per share.
Additionally, during the year ended December 31, 2018, we used $i43.5
million to repurchase i610,177 shares at an average price of $i71.22
per share. These shares were retired upon repurchase. No additional shares were repurchased in the nine months ended September 30, 2019.
i
Shares Used to Calculate Earnings per Share
Three
Months Ended September 30,
Nine Months Ended September 30,
(In millions)
2019
2018
2019
2018
Weighted-average
shares:
Basic(a)
i50.3
i51.1
i50.2
i51.0
Effect
of dilutive stock awards and options
i0.8
i0.9
i0.8
i—
Diluted
i51.1
i52.0
i51.0
i51.0
Antidilutive
stock awards and options excluded from denominator
i0.1
i—
i0.1
i1.6
/
(a)
We
have deferred compensation plans for directors and certain of our employees. Some amounts owed to participants are denominated in common stock units. Each unit represents one share of common stock. The number of shares used to calculate basic earnings per share includes the weighted-average common stock units credited to employees and directors under the deferred compensation plans. Additionally, nonvested units 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 i0.3
million in the three months and i0.3 million in the nine months ended September 30, 2019, and i0.3
million in the three months and i0.3 million in the nine months ended September 30, 2018.
34
Note
13 - iSupplemental cash flow information
i
Nine
Months Ended September 30,
(In millions)
2019
2018
Cash paid for:
Interest
$
i56.0
i38.5
Income
taxes, net
i33.4
i72.8
/
Non-cash
Investing and Financing Activities
We acquired $i46.2 million in armored vehicles and other equipment under financing lease arrangements in the first nine months of 2019 compared to $i42.0
million in armored vehicles and other equipment acquired under financing lease arrangements in the first nine months of 2018.
Restricted Cash (Cash Supply Chain Services)
In France, we offer services to certain of our customers where we manage some or all of their cash supply chains. Providing this service requires our French subsidiary to take temporary title to the cash received from the management of our customers' cash supply chains until the cash is returned to the customers. As part of this service offering, we have entered into lending arrangements with some of our customers. Cash borrowed under these lending arrangements is used in the process of managing these customers' cash supply chains. The cash
for which we have temporary title and the cash borrowed under these customer lending arrangements is restricted and cannot be used for any other purpose other than to service our customers who participate in this service offering.
At September 30, 2019, we held $i89.2 million of restricted cash ($i10.0
million represented short-term borrowings, $i38.5 million represented restricted cash held for customers, and $i40.7
million represented accrued liabilities). At December 31, 2018, we held $i136.1 million of restricted cash ($i10.5
million represented short-term borrowings, $i90.3 million represented restricted cash held for customers and $i35.3
million represented accrued liabilities).
i
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.
September
30,
December 31,
(In millions)
2019
2018
Cash and cash equivalents
$
i337.0
i343.4
Restricted
cash
i89.2
i136.1
Total,
cash, cash equivalents, and restricted cash in the condensed consolidated statements of cash flows
$
i426.2
i479.5
/
Note
14 - iContingent matters
During the fourth quarter of 2018, we became aware of an investigation initiated by the Chilean Fiscalía Nacional Económica (the Chilean antitrust agency) related to potential anti-competitive practices among competitors in the cash logistics industry in Chile. Because no legal proceedings have been initiated against Brink’s Chile, we cannot estimate the probability of loss or any range of possible loss at this time. It is possible,
however, that Brink’s Chile could become the subject of legal or administrative claims or proceedings that could result in a loss in a future period.
In addition, we are involved in various other lawsuits and claims in the ordinary course of business. We are not able to estimate the loss or range of losses for some of these matters. We have recorded accruals for losses that are considered probable and reasonably estimable. Except as otherwise noted, we do not believe that it is reasonably possible the ultimate disposition of any of the lawsuits currently pending against the Company could have a material adverse effect on our liquidity, financial position or results of operations.
35
Note
15 - iReorganization and Restructuring
2016 Reorganization and Restructuring
In the fourth quarter of 2016, management implemented restructuring actions across our global business operations and our corporate functions. As a result of these actions, we recognized $i18.1
million in 2016 costs and an additional $i17.3 million in 2017 costs under this restructuring for severance, asset-related adjustments, a benefit program termination and lease terminations. We recognized additional charges of $i11.3
million in the first nine months of 2018 under this restructuring for severance costs and asset-related adjustments. The actions under this program were substantially completed in 2018.
Other Restructurings
Management periodically implements restructuring actions in targeted sections of our business. As a result of these actions, we recognized charges of $i4.2
million in the first nine months of 2018 and $i20.5 million in the first nine months of 2019, primarily severance costs and charges related to the modification of share-based compensation awards. For the current restructuring
actions, we expect to incur additional costs between $i1 million and $i3
million in future periods.
On iOctober
8, 2019, we purchased a single premium group annuity contract from an insurance company to provide for the payment of pension benefits to i2,634 primary U.S. pension plan participants. We purchased the contract
with $i53 million of plan assets. The insurance company will take over the payments of these benefits starting January 1, 2020, at which date the beneficiaries will cease to be participants in the primary U.S. pension plan and the plan will have
no further obligation to these participants. This transaction settles $i54 million of our primary U.S. pension plan obligation. As a result, we expect to recognize a settlement charge of approximately $i20
million in the fourth quarter of 2019. The actual amount of the charge will depend upon various actuarial assumptions, including discount rate, at the remeasurement date. After the settlement, there are expected to be approximately i11,400 beneficiaries remaining in the primary U.S. pension plan.
Global services – secure international transportation of valuables
•
Cash management services
◦
Currency and coin counting and sorting; deposit preparation and reconciliations;
other cash management services
◦
Safe and safe control device installation and servicing (including our patented CompuSafe® service)
◦
Vaulting services
◦
Check imaging services
•
Payment
services – bill payment and processing services on behalf of utility companies and other billers at any of our Brink’s or Brink’s-operated payment locations in Brazil, Colombia, Panama, and Mexico and Brink’s Money™ general purpose reloadable prepaid cards and payroll cards in the U.S.
•
Commercial security systems services – design and installation of security systems in designated markets in Europe
•
Guarding services – protection of airports, offices, and certain other locations in Europe and Brazil with or without
electronic surveillance, access control, fire prevention and highly trained patrolling personnel
We identify our operating segments based on how our chief operating decision maker (“CODM”) allocates resources, assesses performance and makes decisions. Our CODM is our President and Chief Executive Officer. Our CODM evaluates performance and allocates resources to each operating segment based on an operating profit or loss measure, excluding income and expenses not allocated to segments.
We have three operating segments:
•
North America
•
South
America
•
Rest of World.
37
RESULTS OF OPERATIONS
Consolidated
Review
GAAP and Non-GAAP Financial Measures
We provide an analysis of our operations below on both a generally accepted accounting principles (“GAAP”) and non-GAAP basis. The purpose of the non-GAAP information is to report our operating profit, income from continuing operations and earnings per share without certain income and expense items that do not reflect the regular earnings of our operations. The non-GAAP financial measures are intended to provide investors with a supplemental comparison of our operating results and trends for the periods presented. Our management believes these measures are also useful to investors as they allow investors to evaluate our performance using the same metrics that our management uses to evaluate past performance and prospects for future performance. We do not consider these items to
be reflective of our core operating performance due to the variability of these items from period-to-period in terms of size, nature and significance. The non-GAAP adjustments used to reconcile our GAAP results are described on pages 43–45 and are reconciled to comparable GAAP measures on pages 49–51.
Definition of Organic Growth
Organic growth represents the change in revenues or operating profit between the current and prior period, excluding the effect of acquisitions and dispositions and changes in currency exchange rates. See definitions on page 41.
Three
Months Ended September 30,
%
Nine Months Ended September 30,
%
(In millions, except for per share amounts)
2019
2018
Change
2019
2018
Change
GAAP
Revenues
$
928.4
852.4
9
2,747.4
2,581.2
6
Cost
of revenues
714.4
652.6
9
2,125.6
2,013.0
6
Selling,
general and administrative expenses
155.0
125.4
24
451.3
368.4
23
Operating
profit
52.5
67.0
(22
)
163.5
193.5
(16
)
Income
(loss) from continuing operations(a)
5.8
17.5
(67
)
32.1
(68.2
)
fav
Diluted
EPS from continuing operations(a)
$
0.11
0.34
(68
)
0.63
(1.34
)
fav
Non-GAAP(b)
Non-GAAP
revenues
$
924.6
852.4
8
2,743.9
2,529.8
8
Non-GAAP
operating profit
102.4
95.3
7
276.0
243.0
14
Non-GAAP
income from continuing operations(a)
53.5
49.6
8
138.3
125.4
10
Non-GAAP
diluted EPS from continuing operations(a)
$
1.05
0.95
11
2.71
2.41
12
(a)
Amounts
reported in this table are attributable to the shareholders of Brink’s and exclude earnings related to noncontrolling interests.
(b)
Non-GAAP results are reconciled to the applicable GAAP results on pages 49–51.
Deconsolidation of Venezuela
Due to political and economic conditions in Venezuela, in the second quarter of 2018, we determined that we no longer met the accounting criteria for control over our Venezuelan operations. We expect these conditions to continue for the foreseeable future. Consequently,
we began reporting the results of our investment in our Venezuelan subsidiaries using the cost method of accounting. We determined the fair value of our cost method investment in, and receivables from, our Venezuelan subsidiaries to be insignificant based on our expectations of dividend payments and settlements of such receivables in future periods. As a result, we deconsolidated our Venezuela subsidiaries and recognized a pretax loss of $126.7 million in the second quarter of 2018. This loss was excluded from our non-GAAP results.
GAAP
Basis
Analysis of Consolidated Results: Third Quarter2019 versus Third Quarter2018
Consolidated RevenuesRevenues increased $76.0 million as the favorable impact of acquisitions ($63.0 million) and organic growth in South America ($39.4 million), North America ($16.2 million) and Rest of World ($2.7 million) were partially offset by the unfavorable impact of currency exchange rates ($49.3 million). The unfavorable currency impact was driven by the Argentine peso and the euro. Revenues increased 7% on an organic basis due mainly to higher average selling prices in Argentina (including the effects of inflation) and organic revenue growth in Mexico
due to price increases and volume growth. See above for our definition of “organic.”
Consolidated Costs andExpensesCost of revenues increased 9% to $714.4 million primarily due to the impact of acquisitions, including integration costs, and inflation-based organic increases in labor and other operational costs, partially offset by changes in currency exchange rates. Selling, general and administrative costs increased 24% to $155.0 million due to the impact of acquisitions, including integration costs, higher corporate expenses, and charges related to an internal loss in the U.S. global services operations, partially offset by changes in currency exchange rates.
Consolidated Operating
Profit We believe our current operating profit margin in our North America segment is lower than our competitors as our vehicle and labor expenses are too high. We are working to increase our operating profit margin by implementing productivity improvements aimed at reducing vehicle and labor expenses and by selling higher valued services. We expect our North America segment operating profit margin will continue to be comparable to our Rest of World segment in the future, but will not achieve the same level as our South America segment, where profit margins are higher for us and our competitors due to market conditions.
38
Operating profit decreased $14.5 million due mainly to:
•
unfavorable
changes in currency exchange rates ($15.0 million) driven by the Argentine peso
•
higher costs related to business acquisitions and dispositions ($13.8 million) included in “Other items not allocated to segments”, primarily from the impact of intangible asset amortization and acquisition-related charges in the third quarter of 2019, and
•
higher corporate expenses ($11.7 million on an organic basis),
•
net
charges incurred, primarily bad debt and third party costs, related to an internal loss in the U.S. global services operations ($11.3 million) included in “Other items not allocated to segments”,
partially offset by:
•
organic increases in South America ($25.0 million), North America ($3.9 million) and Rest of World ($1.7 million), and
•
the favorable operating impact of business acquisitions and dispositions ($5.4 million), excluding intangible asset amortization and
acquisition-related charges.
Consolidated Income from Continuing Operations Attributable to Brink’s and Related Per Share AmountsIncome from continuing operations attributable to Brink’s shareholders decreased $11.7 million to $5.8 million primarily due to the operating profit decrease mentioned above and higher interest expense ($5.9 million), partially offset by lower income tax expense ($8.3 million). Earnings per share from continuing operations was $0.11, down from $0.34 in the third quarter of 2018.
Analysis of Consolidated Results: Nine Months2019 versus Nine Months2018
Consolidated RevenuesRevenues increased $166.2 million as the favorable impact of acquisitions ($263.3 million) and organic growth in South America ($107.2 million), North America ($55.0 million), and Rest of World ($8.2 million) were partially offset by the unfavorable impact of currency exchange rates ($220.1 million) and the deconsolidation of Venezuela operations ($51.4 million) in the second quarter of 2018. The unfavorable currency impact was driven by the Argentine peso, Brazilian real and the euro. Revenues increased 5% on an organic basis due mainly to higher average selling prices in Argentina (including the effects of inflation) and organic revenue growth in Mexico due to price increases and volume growth. See above for our definition of “organic.”
Consolidated
Costs andExpensesCost of revenues increased 6% to $2,125.6 million primarily due to the impact of acquisitions, including integration costs, and inflation-based organic increases in labor and other operational costs, partially offset by changes in currency exchange rates and the deconsolidation of Venezuela operations in the second quarter of 2018. Selling, general and administrative costs increased 23% to $451.3 million due primarily to the impact of acquisitions, including integration costs, corporate expenses, charges related to an internal loss in the U.S. global services operations, and inflation-based organic increases in labor and other administrative costs, partially offset by changes in currency exchange rates.
Consolidated Operating Profit We believe
our current operating profit margin in our North America segment is lower than our competitors as our vehicle and labor expenses are too high. We are working to increase our operating profit margin by implementing productivity improvements aimed at reducing vehicle and labor expenses and by selling higher valued services. We expect our North America segment operating profit margin will continue to be comparable to our Rest of World segment in the future, but will not achieve the same level as our South America segment, where profit margins are higher for us and our competitors due to market conditions.
Operating profit decreased $30.0 million due mainly to:
•
unfavorable changes in currency exchange rates ($47.9 million)
driven by the Argentine peso and Brazilian real, slightly offset by the effect of Venezuela devaluations prior to deconsolidation,
•
higher costs related to business acquisitions and dispositions ($41.5 million) included in “Other items not allocated to segments”, primarily from the impact of intangible asset amortization and acquisition-related charges in the first half of 2019,
•
higher corporate expenses ($16.9 million on an organic basis),
•
net
charges incurred, primarily bad debt and third party costs, related to an internal loss in the U.S. global services operations ($13.9 million) included in “Other items not allocated to segments”,
•
deconsolidation of Venezuela in the second quarter of 2018 ($12.5 million), and
•
higher costs related to reorganization and restructuring ($5.0 million) included in “Other items not allocated to segments”,
partially offset by:
•
organic
increases in South America ($45.2 million) and North America ($33.0 million), and
•
the favorable operating impact of business acquisitions and dispositions ($28.7 million), excluding intangible asset amortization and acquisition-related charges.
Consolidated Income from Continuing Operations Attributable to Brink’s and Related Per Share AmountsIncome from continuing operations attributable to Brink’s shareholders increased $100.3 million to $32.1 million primarily due to the second quarter of 2018 loss on deconsolidation of Venezuela operations ($126.7 million),
lower interest and other expense ($7.2 million), lower income tax expense ($15.9 million), and lower income attributable to noncontrolling interests ($1.3 million), partially offset by the operating profit decrease mentioned above and higher interest expense ($20.8 million). Earnings per share from continuing operations was $0.63, up from negative $1.34 in 2018.
39
Non-GAAP Basis
Analysis of Consolidated Results: Third Quarter2019 versus Third
Quarter2018
Non-GAAP Consolidated Revenues Non-GAAP Revenues increased $72.2 million as the favorable impact of acquisitions ($63.2 million) and organic growth in South America ($39.4 million), North America ($16.2 million) and Rest of World ($2.7 million) were partially offset by the unfavorable impact of currency exchange rates ($49.3 million). The unfavorable currency impact was driven by the Argentine peso and the euro. Non-GAAP revenues increased 7% on an organic basis due mainly to higher average selling prices in Argentina (including the effects of inflation) and organic revenue growth in Mexico due to price increases and volume growth. See above for our definition of “organic.”
Non-GAAP Consolidated
Operating Profit Non-GAAP operating profit increased $7.1 million due mainly to:
•
organic increases in South America ($25.0 million), North America ($3.9 million) and Rest of World ($1.7 million), and
•
the favorable operating impact of business acquisitions and dispositions ($5.4 million),
partially offset by:
•
unfavorable
changes in currency exchange rates ($17.2 million) driven by the Argentine peso, and
•
higher corporate expenses ($11.7 million on an organic basis).
Non-GAAP Consolidated Income from Continuing Operations Attributable to Brink’s and Related Per Share AmountsNon-GAAP income from continuing operations attributable to Brink’s shareholders increased $3.9 million to $53.5 million due to the operating profit increase mentioned above and lower income tax expense ($1.6 million), partially offset by higher interest expense ($4.5 million) and higher interest and other expense
($1.0 million). Earnings per share from continuing operations was $1.05, up from $0.95 in the third quarter of 2018.
Analysis of Consolidated Results: Nine Months2019 versus Nine Months2018
Non-GAAP Consolidated Revenues Non-GAAP revenues increased $214.1 million as the favorable impact of acquisitions ($263.8 million) and organic growth in South America ($107.2 million), North America ($55.0 million), and Rest of World ($8.2 million) were partially offset by the unfavorable impact of currency exchange rates ($220.1 million). The unfavorable currency impact was driven by the Argentine peso, Brazilian
real and the euro. Non-GAAP revenues increased 7% on an organic basis due mainly to higher average selling prices in Argentina (including the effects of inflation) and organic revenue growth in Mexico from price increases and volume growth. See above for our definition of “organic.”
Non-GAAP Consolidated Operating Profit Non-GAAP operating profit increased $33.0 million due mainly to:
•
organic increases in South America ($45.2 million) and North America ($33.0 million), and
•
the
favorable operating impact of business acquisitions and dispositions ($28.7 million),
partially offset by:
•
unfavorable changes in currency exchange rates ($58.2 million) driven by the Argentine peso and Brazilian real, and
•
higher corporate expenses ($16.9 million on an organic basis).
Non-GAAP Consolidated Income from Continuing Operations Attributable to Brink’s
and Related Per Share AmountsNon-GAAP income from continuing operations attributable to Brink’s shareholders increased $12.9 million to $138.3 million due to the operating profit increase mentioned above, lower income tax expense ($3.0 million) and lower income attributable to noncontrolling interests ($2.3 million), partially offset by higher interest expense ($16.9 million) and higher interest and other expense ($8.5 million). Earnings per share from continuing operations was $2.71, up from $2.41 in 2018.
40
Revenues
and Operating Profit by Segment: Third Quarter2019 versus Third Quarter2018
Organic
Acquisitions
/
% Change
(In millions)
3Q'18
Change
Dispositions(a)
Currency(b)
3Q'19
Total
Organic
Revenues:
North
America
$
383.4
16.2
50.2
(3.1
)
446.7
17
4
South
America
215.5
39.4
12.7
(38.6
)
229.0
6
18
Rest
of World
253.5
2.7
0.3
(7.6
)
248.9
(2
)
1
Segment
revenues(e)
852.4
58.3
63.2
(49.3
)
924.6
8
7
Other
items not allocated to segments(d)
—
4.0
(0.2
)
—
3.8
fav
fav
Revenues
- GAAP
$
852.4
62.3
63.0
(49.3
)
928.4
9
7
Operating
profit:
North
America
$
33.6
3.9
1.7
(0.5
)
38.7
15
12
South
America
46.3
25.0
3.4
(15.3
)
59.4
28
54
Rest
of World
30.8
1.7
0.3
(0.6
)
32.2
5
6
Segment
operating profit
110.7
30.6
5.4
(16.4
)
130.3
18
28
Corporate(c)
(15.4
)
(11.7
)
—
(0.8
)
(27.9
)
81
76
Operating
profit - non-GAAP
95.3
18.9
5.4
(17.2
)
102.4
7
20
Other
items not allocated to segments(d)
(28.3
)
(10.0
)
(13.8
)
2.2
(49.9
)
76
35
Operating
profit - GAAP
$
67.0
8.9
(8.4
)
(15.0
)
52.5
(22
)
13
Amounts
may not add due to rounding.
(a)
Non-GAAP amounts include the impact of prior year comparable period results for acquired and disposed businesses. GAAP results also include the impact of acquisition-related intangible amortization, restructuring and other charges, and disposition-related gains/losses.
(b)
The amounts in the “Currency” column consist of the effects of Venezuela devaluations prior to deconsolidation, the effects of Argentina devaluations under highly inflationary
accounting and the sum of monthly currency changes. Monthly currency changes represent the accumulation throughout the year of the impact on current period results of changes in foreign currency rates from the prior year period.
(c)
Corporate expenses are not allocated to segment results. Corporate expenses include salaries and other costs to manage the global business and to perform activities required by public companies.
(d)
See pages 43–45
for more information.
(e)
Segment revenues equal our total reported non-GAAP revenues.
Analysis of Segment Results: Third Quarter2019 versus Third Quarter2018
North America
Revenues
increased 17% ($63.3 million) primarily due to the favorable impact of acquisitions ($50.2 million), including the August 2018 Dunbar acquisition, and 4% organic growth ($16.2 million) driven by price increases and volume growth in Mexico. Operating profit increased $5.1 million primarily due to organic growth in Mexico and the favorable impact of acquisitions ($1.7 million), primarily from the Dunbar acquisition. Organic profit growth in Mexico was driven by higher volumes and labor-related productivity improvements.
South America
Revenues increased 6% ($13.5 million) primarily due to 18% organic growth ($39.4 million) and the favorable impact of acquisitions and dispositions ($12.7 million), primarily from the January 2019 Rodoban acquisition, partially offset by the unfavorable impact of currency exchange rates ($38.6 million) mostly
from the Argentine peso. The organic growth was driven by inflation-based price increases and volume growth in Argentina. Operating profit increased 28% ($13.1 million) due to organic growth ($25.0 million) and the favorable impact of acquisitions and dispositions ($3.4 million), primarily from the Rodoban acquisition, partially offset by unfavorable currency ($15.3 million) driven by the Argentine peso. The organic profit increase was driven by growth in Argentina and Brazil. The growth in Argentina was driven by inflation-based price increases and higher volumes. The growth in Brazil was driven by a lower social tax rate, recovery of a social tax overpayment and productivity improvements.
Rest of World
Revenues decreased 2% ($4.6 million) due to the unfavorable impact of currency exchange rates ($7.6 million), partially offset by
1% organic growth ($2.7 million). The organic increase was primarily in Israel. Operating profit increased 5% ($1.4 million) due to organic growth ($1.7 million) partially offset by unfavorable currency ($0.6 million). The organic increase was primarily related to productivity initiatives in France.
41
Revenues and Operating Profit by Segment: Nine Months2019 versus Nine Months2018
Organic
Acquisitions
/
% Change
(In millions)
YTD '18
Change
Dispositions(a)
Currency(b)
YTD
'19
Total
Organic
Revenues:
North
America
$
1,027.5
55.0
248.7
(7.5
)
1,323.7
29
5
South
America
703.6
107.2
49.9
(176.2
)
684.5
(3
)
15
Rest
of World
798.7
8.2
(34.8
)
(36.4
)
735.7
(8
)
1
Segment
revenues(e)
2,529.8
170.4
263.8
(220.1
)
2,743.9
8
7
Other
items not allocated to segments(d)
51.4
(47.4
)
(0.5
)
—
3.5
(93
)
(92
)
Revenues
- GAAP
$
2,581.2
123.0
263.3
(220.1
)
2,747.4
6
5
Operating
profit:
North
America
$
80.3
33.0
16.4
(0.6
)
129.1
61
41
South
America
148.0
45.2
11.0
(56.8
)
147.4
—
31
Rest
of World
82.6
1.2
1.3
(2.9
)
82.2
—
1
Segment
operating profit
310.9
79.4
28.7
(60.3
)
358.7
15
26
Corporate(c)
(67.9
)
(16.9
)
—
2.1
(82.7
)
22
25
Operating
profit - non-GAAP
243.0
62.5
28.7
(58.2
)
276.0
14
26
Other
items not allocated to segments(d)
(49.5
)
(31.8
)
(41.5
)
10.3
(112.5
)
unfav
64
Operating
profit - GAAP
$
193.5
30.7
(12.8
)
(47.9
)
163.5
(16
)
16
Amounts
may not add due to rounding.
See page 41 for footnote explanations.
Analysis of Segment Results: Nine Months2019 versus Nine Months2018
North America
Revenues increased 29% ($296.2 million) primarily due to the favorable impact of the acquisitions
($248.7 million), primarily from the Dunbar acquisition, and 5% organic growth ($55.0 million), slightly offset by the unfavorable impact of currency exchange rates ($7.5 million) from the Mexican peso and the Canadian dollar. Organic revenue growth increased from price and volume growth in Mexico and price increases in the U.S. Operating profit increased $48.8 million primarily due to organic growth in Mexico and the U.S. and the favorable impact of acquisitions ($16.4 million), primarily from the Dunbar acquisition. Organic profit growth in Mexico was driven by higher volumes, price increases, and labor-related productivity improvements. Organic profit growth in the U.S. was driven by price increases and lower labor costs and other productivity improvements, related to breakthrough initiatives and Dunbar acquisition synergies.
South America
Revenues
decreased 3% ($19.1 million) primarily due to the unfavorable impact of currency exchange rates ($176.2 million) mostly from the Argentine peso and Brazilian real, partially offset by 15% organic growth ($107.2 million) and the favorable impact of acquisitions and dispositions ($49.9 million), primarily from the Rodoban acquisition. The organic growth was driven by inflation-based price increases and volume growth in Argentina and price increases in Brazil. Operating profit was flat due to unfavorable currency ($56.8 million) driven by the Argentine peso and Brazilian real, offset by organic growth ($45.2 million) and the favorable impact of acquisitions and dispositions ($11.0 million), primarily from the Rodoban acquisition. The organic profit increase was driven by growth in Argentina and Brazil. The growth in Brazil was driven by a lower social tax rate, recovery of a social tax overpayment and productivity improvements.
Rest
of World
Revenues decreased 8% ($63.0 million) due to the unfavorable impact of acquisitions and dispositions ($34.8 million), primarily related to the disposition of the French airport security services company in the second quarter of 2018, and the unfavorable impact of currency exchange rates ($36.4 million), partially offset by an organic increase ($8.2 million). The organic increase was primarily in Israel. Operating profit was flat due to unfavorable currency ($2.9 million), partially offset by organic growth ($1.2 million) and the favorable impact of acquisitions and dispositions ($1.3 million). The organic increase was primarily related to France, Israel, and the United Kingdom, partially offset by a decrease in Asia Pacific.
42
Income
and Expense Not Allocated to Segments
Corporate Expenses
Three Months Ended September 30,
%
Nine
Months Ended September 30,
%
(In millions)
2019
2018
change
2019
2018
change
General,
administrative and other expenses
$
(26.2
)
(20.6
)
27
$
(85.8
)
(72.6
)
18
Foreign
currency transaction gains (losses)
(0.4
)
0.4
unfav
0.2
(1.8
)
fav
Reconciliation
of segment policies to GAAP
(1.3
)
4.8
unfav
2.9
6.5
(55
)
Corporate
expenses
$
(27.9
)
(15.4
)
81
$
(82.7
)
(67.9
)
22
Corporate
expenses for the first nine months of 2019 increased $14.8 million versus the prior year period primarily driven by higher costs related to the next phase of our growth strategy, Strategy 2.0, increased share-based compensation expense and higher bad debt expense in the current year period, partially offset by a reduction in incentive compensation expense. The increased costs in the third quarter of 2019 were primarily driven by the same factors. Corporate expenses include former non-segment and regional management costs, currency transaction gains and losses, costs related to global initiatives and adjustments to reconcile segment accounting policies to U.S. GAAP.
Other Items Not Allocated to Segments
Three
Months Ended September 30,
%
Nine Months Ended September 30,
%
(In millions)
2019
2018
change
2019
2018
change
Revenues:
Venezuela
operations
$
—
—
—
$
—
51.4
(100
)
Acquisitions
and dispositions
(0.2
)
—
unfav
(0.5
)
—
unfav
Internal
loss
4.0
—
fav
4.0
—
fav
Revenues
$
3.8
—
fav
$
3.5
51.4
(93
)
Operating
profit:
Venezuela
operations
$
—
—
—
—
2.3
(100
)
Reorganization
and Restructuring
(6.4
)
(7.3
)
(12
)
(20.5
)
(15.5
)
32
Acquisitions
and dispositions
(24.0
)
(10.7
)
unfav
(63.8
)
(24.6
)
unfav
Argentina
highly inflationary impact
(7.9
)
(8.3
)
(5
)
(12.3
)
(8.3
)
48
Internal
loss
(11.3
)
—
unfav
(13.9
)
—
unfav
Reporting
compliance
(0.3
)
(2.0
)
(85
)
(2.0
)
(3.4
)
(41
)
Operating
profit
$
(49.9
)
(28.3
)
76
$
(112.5
)
(49.5
)
unfav
The
impact of other items not allocated to segments was a loss of $49.9 million in the third quarter of 2019 versus the prior year period loss of $28.3 million. The change was primarily due to higher acquisition-related charges and net charges related to internal loss in the U.S. global services operations recognized in the current year period. These costs were partially offset by a reduction in reporting compliance costs, lower reorganization and restructuring expenses and a decrease in the impact of highly inflationary accounting in Argentina.
The impact of other items not allocated to segments was a loss of $112.5 million in the first nine months of 2019
versus the prior year period loss of $49.5 million. The change was primarily due to higher acquisition-related charges, net charges related to internal loss in the U.S. global services operations recognized in the current year period, increased reorganization and restructuring expenses, the impact of highly inflationary accounting in Argentina and profits from our Venezuela operations in the prior year period. These increased costs were partially offset by a reduction in reporting compliance costs.
Venezuela operations Prior to the deconsolidation of our Venezuelan subsidiaries effective June 30, 2018, we excluded from our segment results all of our Venezuela operating results due to the Venezuelan government's restrictions
that prevented us from repatriating funds. In light of these unique circumstances, our operations in Venezuela have been largely independent of the rest of our global operations. As a result, the Chief Executive Officer, the Company's Chief Operating Decision maker ("CODM"), assessed segment performance and made resource decisions by segment excluding Venezuela operating results. Additionally, management believed excluding Venezuela from segment results made it possible to more effectively evaluate the company’s performance between periods. These amounts were also excluded from non-GAAP results. Prior to deconsolidation,Venezuela operating results included remeasurement gains and losses on monetary assets and liabilities related to currency devaluations. We recognized remeasurement gains of $2.2 million
in the first nine months of 2018.
Factors considered by management in excluding Venezuela results included:
•
Continued inability to repatriate cash to redeploy to other operations or dividend to shareholders,
•
Highly inflationary environment,
•
Previous
fixed exchange rate policy,
•
Continued currency devaluations, and
•
Difficulty raising prices and controlling costs.
43
Reorganization and Restructuring
2016 Restructuring
In
the fourth quarter of 2016, management implemented restructuring actions across our global business operations and our corporate functions. As a result of these actions, we recognized $18.1 million in 2016 costs and an additional $17.3 million in 2017 costs under this restructuring for severance, asset-related adjustments, a benefit program termination and lease terminations. We recognized additional charges of $11.3 million in the first nine months of 2018 under this restructuring for severance costs and asset-related adjustments. The actions under this program were substantially completed in 2018.
Other Restructurings
Management periodically implements
restructuring actions in targeted sections of our business. As a result of these actions, we recognized charges of $4.2 million in the first nine months of 2018 and $20.5 million in the first nine months of 2019, primarily severance costs and charges related to the modification of share-based compensation awards. When completed, the current restructuring actions will reduce our workforce by 200 to 300 positions and result in approximately $10 million in annualized cost savings. For the current restructuring actions, we expect to incur additional costs between $1 million
and $3 million in future periods. These estimates will be updated as management targets additional sections of our business.
Due to the unique circumstances around these charges, they have not been allocated to segment results and are excluded from non-GAAP results. Charges related to the employees, assets, leases and contracts impacted by these restructuring actions were excluded from the segments and corporate expenses as shown in the table below.
Three
Months Ended September 30,
%
Nine Months Ended September 30,
%
(In millions)
2019
2018
change
2019
2018
change
Reportable
Segments:
North America
$
—
—
—
$
(1.5
)
(0.6
)
unfav
South
America
(4.4
)
(0.9
)
unfav
(5.3
)
(1.9
)
unfav
Rest
of World
(1.8
)
(6.4
)
(72
)
(5.1
)
(13.0
)
(61
)
Total
reportable segments
(6.2
)
(7.3
)
(15
)
(11.9
)
(15.5
)
(23
)
Corporate
items
(0.2
)
—
unfav
(8.6
)
—
unfav
Total
$
(6.4
)
(7.3
)
(12
)
$
(20.5
)
(15.5
)
32
Acquisitions
and dispositions Certain acquisition and disposition items that are not considered part of the ongoing activities of the business and are special in nature are consistently excluded from segment and non-GAAP results. These items are described below:
2019 Acquisitions and Dispositions
•
We incurred $27.8 million in integration costs related to Dunbar in the first nine months of 2019.
•
Amortization expense for acquisition-related
intangible assets was $20.7 million in the first nine months of 2019.
•
Restructuring costs related to our Dunbar and Rodoban acquisitions were $5.7 million in the first nine months of 2019.
•
Transaction costs related to business acquisitions were $5.6 million in the first nine months of 2019.
•
Compensation
expense related to the retention of key Dunbar employees was $1.6 million in the first nine months of 2019.
•
In the first nine months of 2019, we recognized $2.1 million in net charges, primarily asset impairment and severance costs, related to the exit from our top-up prepaid mobile phone business in Brazil.
2018 Acquisitions and Dispositions
•
Amortization
expense for acquisition-related intangible assets was $11.7 million in the first nine months of 2018.
•
Severance costs related to our 2017 acquisitions in Argentina, France and Brazil were $3.7 million in the first nine months of 2018.
•
Transaction costs related to business acquisitions were $5.9 million in the first nine months of 2018.
•
Compensation
expense related to the retention of key Dunbar employees was $1.3 million in the third quarter of 2018.
Argentina highly inflationary impact Beginning in the third quarter of 2018, we designated Argentina's economy as highly inflationary for accounting purposes. As a result, Argentine peso-denominated monetary assets and liabilities are now remeasured at each balance sheet date to the currency exchange rate then in effect, with currency remeasurement gains and losses recognized in earnings. In addition, nonmonetary assets retain a higher historical basis when the currency is devalued. The higher historical basis results in incremental expense being recognized when the nonmonetary assets are consumed. Currency remeasurement losses were $8.1 million and incremental expense related to nonmonetary assets was $0.2 million in the third quarter
of 2018. In the first nine months of 2019, we recognized $12.3 million in pretax charges related to highly inflationary accounting, including currency remeasurement losses of $10.4 million. These amounts are excluded from segment and non-GAAP results.
44
Internal loss A former non-management employee in our U.S. global services operations embezzled funds from Brink's in prior years. Except for a small deductible amount, the amount of the internal loss related to the embezzlement was covered by our insurance. In an effort to cover up the embezzlement, the former employee intentionally misstated the underlying accounts receivable subledger
data. In the first nine months of 2019, we incurred $3.9 million in costs (primarily third party expenses) to reconstruct the accounts receivables subledger. In the third quarter of 2019, we were able to identify $4.0 million of revenues billed and collected in prior periods which had never been recorded in the general ledger. We also identified and recorded $0.3 million in bank fees, which had been incurred in prior periods. The rebuild of the subledger was completed during the third quarter of 2019. Based on the reconstructed subledger, we were able to analyze and quantify the uncollected receivables from prior periods. Although we plan to attempt to collect these receivables, we have estimated an increase to bad debt expense of $13.7 million, which we recorded in the third quarter of 2019. Out of the $13.7 million in bad debt expense, $12.6 million represents an allowance on $25.3 million of accounts receivable generated prior to 2018. The estimate of the allowance
for doubtful accounts will be adjusted in future periods, if needed, as assumptions related to the collectability of these accounts receivable change. Due to the unusual nature of this internal loss and the related errors in the subledger data, along with the fact that management has excluded these amounts when evaluating internal performance, we have excluded these net charges from segment and non-GAAP results.
Reporting compliance Certain compliance costs (primarily third party expenses) are excluded from the first nine months of 2019 segment and non-GAAP results. These costs relate to the implementation and January 1, 2019 adoption of the new lease accounting standard ($1.7 million), and the mitigation of material weaknesses ($0.3 million).
45
Foreign
Operations
We currently serve customers in more than 100 countries, including 41 countries where we operate subsidiaries.
We are subject to risks customarily associated with doing business in foreign countries, including labor and economic conditions, the imposition of international sanctions, including by the U.S. government, political instability, controls on repatriation of earnings and capital, nationalization, expropriation and other forms of restrictive action by local governments. Changes in the political or economic environments in the countries in which we operate could have a material adverse effect
on our business, financial condition and results of operations. The future effects, if any, of these risks are unknown. In April 2019, the U.S. government sanctioned the Venezuela central bank and, as a result, the Company has ceased support of the Venezuela business.
Our international operations conduct a majority of their business in local currencies. Because our financial results are reported in U.S. dollars, they are affected by changes in the value of various local currencies in relation to the U.S. dollar. The recent strengthening of the U.S. dollar has reduced our reported U.S. dollar revenues and operating profit and may continue for the remainder of 2019.
Changes in exchange rates may also affect
transactions that are denominated in currencies other than the functional currency. From time to time, we use short term foreign currency forward and swap contracts to hedge transactional risks associated with foreign currencies. At September 30, 2019, the notional value of our short term outstanding foreign currency forward and swap contracts was $119 million with average contract maturities of approximately two months. These short term foreign currency forward and swap contracts
primarily offset exposures in the euro and the Brazilian real. Additionally, these short term contracts are not designated as hedges for accounting purposes, and accordingly, changes in their fair value are recorded immediately in earnings. At September 30, 2019, the fair value of our short term foreign currency contracts was a net asset of approximately $1.4 million, of which $1.5 million was included in prepaid expenses and $0.1 million was included in accrued liabilities on the condensed balance sheet. We recognized gains of $8.3 million on our short term foreign currency contracts in the first nine
months of 2019 and gains of $5.2 million in the first nine months of 2018.
We also have a long term cross currency swap contract to hedge exposure in Brazilian real, which is designated as a cash flow hedge for accounting purposes. At September 30, 2019, the notional value of this long term contract was $133 million with a weighted-average maturity of approximately 2.4 years. We recognized net gains of $6.3
million on this contract, of which gains of $10.3 million were included in other operating income (expense) to offset transaction losses of $10.3 million and expenses of $4.0 million were included in interest expense in the first nine months of 2019. At September 30, 2019, the fair value of the long term cross currency swap contract was a $7.0 million net asset, of which an $8.9 million asset is included
in other assets and a $1.9 million liability is included in accrued liabilities on the condensed consolidated balance sheet.
See Note 1 to the condensed consolidated financial statements for a description of the deconsolidation of our Venezuelan subsidiaries effective June 30, 2018 under the heading, "Venezuela". See Note 1 to the condensed consolidated financial statements for a description of how we account for currency remeasurement for Argentine subsidiaries, beginning July 1, 2018 under the heading, "Argentina".
46
Other
Operating Income (Expense)
Other operating income (expense) includes amounts included in segment results as well as income and expense not allocated to segments.
Three Months Ended September 30,
%
Nine
Months Ended September 30,
%
(In millions)
2019
2018
change
2019
2018
change
Foreign
currency items:
Transaction losses
$
(13.3
)
(9.6
)
39
$
(18.5
)
(12.9
)
43
Derivative
instrument gains
5.8
1.8
fav
8.3
5.2
60
Gains
on sale of property and other assets
0.4
0.6
(33
)
1.6
1.1
45
Impairment
losses
(1.7
)
(1.6
)
6
(3.3
)
(4.3
)
(23
)
Share
in earnings of equity affiliates
0.2
0.3
(33
)
0.7
1.7
(59
)
Royalty
income
1.4
1.4
—
3.9
3.2
22
Other
gains (losses)
0.7
(0.3
)
fav
0.3
(0.3
)
fav
Other
operating income (expense)
$
(6.5
)
(7.4
)
(12
)
$
(7.0
)
(6.3
)
11
Other
operating income (expense) was $6.5 million of expense in the third quarter of 2019 versus $7.4 million of expense in the prior year period. Other operating income (expense) was $7.0 million of expense in the first nine months of 2019 versus $6.3 million of expense in the prior year period.
Nonoperating Income and Expense
Interest
expense
Three Months Ended September 30,
%
Nine Months Ended September 30,
%
(In
millions)
2019
2018
change
2019
2018
change
Interest expense
$
22.9
17.0
35
$
68.6
47.8
44
Interest
expense was higher in the third quarter and first nine months of 2019 compared to the prior year periods primarily due to higher borrowing levels due to business acquisitions.
Loss on deconsolidation of Venezuela operations
Three
Months Ended September 30,
%
Nine Months Ended September 30,
%
(In millions)
2019
2018
change
2019
2018
change
Loss
on deconsolidation of Venezuela operations
$
—
—
—
$
—
126.7
(100
)
See
Note 1 to the condensed consolidated financial statements for more information about the loss on deconsolidation of our Venezuelan operations.
47
Interest and other nonoperating income (expense)
Three
Months Ended September 30,
%
Nine Months Ended September 30,
%
(In millions)
2019
2018
change
2019
2018
change
Interest
income
$
2.0
1.6
25
$
4.3
5.7
(25
)
Gain
on equity securities
—
1.6
(100
)
—
3.1
(100
)
Foreign
currency transaction losses(a)
—
—
—
—
(15.5
)
(100
)
Retirement
benefit cost other than service cost
(7.9
)
(8.9
)
(11
)
(25.4
)
(30.6
)
(17
)
Non-income
taxes on intercompany billings(b)
(0.1
)
(0.3
)
(67
)
(1.9
)
(0.9
)
unfav
Venezuela
operations(c)
—
—
—
(0.9
)
—
unfav
Gain
on lease termination(d)
—
—
—
5.2
—
fav
Gain
on a disposition of a subsidiary(e)
—
(0.2
)
(100
)
—
10.1
(100
)
Other
(1.8
)
(1.9
)
(5
)
(3.4
)
(1.2
)
unfav
Interest
and other nonoperating income (expense)
$
(7.8
)
(8.1
)
(4
)
$
(22.1
)
(29.3
)
(25
)
(a)
Prior
to the July 1, 2018 highly inflationary designation for accounting purposes, currency transaction losses incurred by Brink's Argentina related to its U.S. dollar-denominated payables to the sellers of Maco Transporatadora and Maco Litoral.
(b)
Certain of our Latin American subsidiaries incur non-income taxes related to the billing of intercompany charges. These intercompany charges do not impact South American segment results and are eliminated in our consolidation.
(c)
Charges
incurred for providing financial support to Brink's Venezuelan subsidiaries after the June 30, 2018 deconsolidation. We do not expect any future funding of the Venezuela business, as long as current U.S. sanctions remain in effect.
(d)
Gain on termination of a mining lease obligation related to former coal operations. We have no remaining mining leases.
(e)
Gain on the sale of
our former French airport security services subsidiary in the second quarter of 2018. The estimate of the gain was revised in the third quarter of 2018.
Our effective tax rate
may fluctuate materially from these estimates due to changes in permanent book-tax differences, changes in the expected amount and geographical mix of earnings, changes in current or deferred taxes due to legislative changes, changes in valuation allowances or accruals for contingencies, changes in distributions of share-based payments, changes in guidance and additional legislative changes related to the Tax Reform Act, and other factors.
Noncontrolling Interests
Three
Months Ended September 30,
%
Nine Months Ended September 30,
%
(In millions)
2019
2018
change
2019
2018
change
Net
income attributable to noncontrolling interests
$
1.3
1.4
(7
)
$
3.6
4.9
(27
)
The
net income of $1.3 million attributable to noncontrolling interests in the third quarter of 2019 is consistent with $1.4 million of net income attributable to noncontrolling interests in the third quarter of 2018.
The change from $4.9 million net income attributable to noncontrolling interests in the first nine months of 2018 to $3.6 million of net income attributable to noncontrolling interests in the first nine months of 2019
was primarily due to the deconsolidation of our Venezuelan subsidiaries effective June 30, 2018, and the acquisition of the Colombian noncontrolling interests in the fourth quarter of 2018.
See Note 1 to the condensed consolidated financial statements for more information about the deconsolidation of our Venezuelan subsidiaries.
48
Non-GAAP
Results Reconciled to GAAP
Non-GAAP results described in this filing are financial measures that are not required by or presented in accordance with GAAP. The purpose of the non-GAAP results is to report financial information from the primary operations of our business by excluding the effects of certain income and expenses that do not reflect the ordinary earnings of our operations. The specific items excluded have not been allocated to segments, are described in detail on pages 43–45, and are reconciled to comparable GAAP measures below.
Non-GAAP results adjust the quarterly non-GAAP tax rates so that the non-GAAP tax rate in each of the quarters is equal to the full-year estimated non-GAAP
tax rate. The full-year non-GAAP tax rate in both years excludes certain pretax and income tax amounts. Amounts reported for prior periods have been updated in this report to present information consistently for all periods presented.
The Non-GAAP financial measures are intended to provide investors with a supplemental comparison of our operating results and trends for the periods presented. Our management believes these measures are also useful to investors as they allow investors to evaluate our performance using the same metrics that our management uses to evaluate past performance and prospects for future performance. We do not consider these items to be reflective of our core operating performance due to the variability of such items from period-to-period in terms of size, nature and significance. Additionally, non-GAAP results are utilized as performance measures in
certain management incentive compensation plans.
Non-GAAP results should not be considered as an alternative to revenue, income or earnings per share amounts determined in accordance with GAAP and should be read in conjunction with their GAAP counterparts.
YTD
'19
YTD '18
(In millions, except for percentages)
Pre-tax
Tax
Effective tax rate
Pre-tax
Tax
Effective
tax rate
Effective Income Tax Rate(a)
GAAP
$
72.8
37.1
51.0
%
$
(10.3
)
53.0
(514.6
)%
Retirement
plans(d)
21.5
5.1
25.0
5.9
Venezuela
operations(b)(f)
0.9
—
0.9
(3.9
)
Reorganization
and Restructuring(b)
20.5
5.6
15.5
5.1
Acquisitions
and dispositions(b)
68.5
3.7
30.6
12.1
Tax
on accelerated income(e)
—
—
—
0.3
Argentina
highly inflationary impact(b)
12.3
(1.4
)
7.8
0.6
Internal
loss(b)
13.9
2.5
—
—
Reporting
compliance(b)
2.0
—
3.4
0.8
Gain
on lease termination(g)
(5.2
)
(1.2
)
—
—
Loss
on deconsolidation of Venezuela operations(f)
—
—
126.7
0.1
Income
tax rate adjustment(c)
—
13.9
—
(5.7
)
Non-GAAP
$
207.2
65.3
31.5
%
$
199.6
68.3
34.2
%
Amounts
may not add due to rounding.
(a)
From continuing operations.
(b)
See “Other Items Not Allocated To Segments” on pages 43–45 for details. We do not consider these items to be reflective of our core operating performance due to the variability of such items from period-to-period in terms of size, nature and significance.
(c)
Non-GAAP
income from continuing operations and non-GAAP EPS have been adjusted to reflect an effective income tax rate in each interim period equal to the full-year non-GAAP effective income tax rate. The full-year non-GAAP effective tax rate is estimated at 31.5% for 2019 and was 34.2% for 2018.
(d)
Our U.S. retirement plans are frozen and costs related to these plans are excluded from non-GAAP results. Certain non-U.S. operations also have retirement plans. Settlement charges related to these non-U.S. plans are also excluded from non-GAAP results.
(e)
The
non-GAAP tax rate excludes the 2018 foreign tax benefit that resulted from the transaction that accelerated U.S. tax in 2015.
(f)
Effective June 30, 2018, we deconsolidated our investment in Venezuelan subsidiaries and recognized a pretax charge of $126.7 million. Post-deconsolidation funding of ongoing costs related to our Venezuelan operations was $0.9 million in the first nine months of 2019 and was expensed as incurred and reported in interest and other nonoperating income (expense). We do not expect any future funding of the Venezuela business, as long as current U.S. sanctions remain in effect.
(g)
Gain
on settlement of a mining lease obligation related to former coal operations. We have no remaining mining leases.
(h)
Because we reported a loss from continuing operations on a GAAP basis in the first nine months of 2018, GAAP EPS was calculated using basic shares. However, as we reported income from continuing operations on a non-GAAP basis in the first nine months of 2018, non-GAAP EPS was calculated using diluted shares.
49
Non-GAAP Results Reconciled
to GAAP
Three Months Ended September 30,
Nine Months Ended September 30,
(In millions, except for percentages and per share amounts)
2019
2018
2019
2018
Revenues:
GAAP
$
928.4
852.4
2,747.4
2,581.2
Venezuela
operations(b)
—
—
—
(51.4
)
Acquisitions and dispositions(b)
0.2
—
0.5
—
Internal
loss(b)
(4.0
)
—
(4.0
)
—
Non-GAAP
$
924.6
852.4
2,743.9
2,529.8
Operating
profit:
GAAP
$
52.5
67.0
163.5
193.5
Venezuela
operations(b)
—
—
—
(2.3
)
Reorganization and Restructuring(b)
6.4
7.3
20.5
15.5
Acquisitions
and dispositions(b)
24.0
10.7
63.8
24.6
Argentina highly inflationary impact(b)
7.9
8.3
12.3
8.3
Internal
loss(b)
11.3
—
13.9
—
Reporting compliance(b)
0.3
2.0
2.0
3.4
Non-GAAP
$
102.4
95.3
276.0
243.0
Operating
margin:
GAAP margin
5.7
%
7.9
%
6.0
%
7.5
%
Non-GAAP
margin
11.1
%
11.2
%
10.1
%
9.6
%
Interest
expense:
GAAP
$
(22.9
)
(17.0
)
(68.6
)
(47.8
)
Venezuela
operations(b)
—
—
—
0.1
Acquisitions and dispositions(b)
1.5
0.1
4.5
0.5
Non-GAAP
$
(21.4
)
(16.9
)
(64.1
)
(47.2
)
Loss
on deconsolidation of Venezuela operations:
GAAP
$
—
—
—
(126.7
)
Loss
on deconsolidation of Venezuela operations(f)
—
—
—
126.7
Non-GAAP
$
—
—
—
—
Interest
and other nonoperating income (expense):
GAAP
$
(7.8
)
(8.1
)
(22.1
)
(29.3
)
Retirement
plans(d)
6.6
8.1
21.5
25.0
Venezuela operations(b)(f)
—
0.3
0.9
3.1
Acquisitions
and dispositions(b)
0.2
0.2
0.2
5.5
Argentina highly inflationary impact(b)
—
(0.5
)
—
(0.5
)
Gain
on lease termination(g)
—
—
(5.2
)
—
Non-GAAP
$
(1.0
)
—
(4.7
)
3.8
Provision
for income taxes:
GAAP
$
14.7
23.0
37.1
53.0
Retirement
plans(d)
1.6
2.0
5.1
5.9
Venezuela operations(b)
—
—
—
(3.9
)
Reorganization
and Restructuring(b)
2.0
2.4
5.6
5.1
Acquisitions and dispositions(b)
0.9
2.8
3.7
12.1
Tax
on accelerated income(e)
—
—
—
0.3
Argentina highly inflationary impact(b)
(1.4
)
0.6
(1.4
)
0.6
Internal
loss(b)
2.4
—
2.5
—
Reporting compliance(b)
—
0.5
—
0.8
Gain
on lease termination(g)
(1.2
)
—
(1.2
)
—
Loss on deconsolidation of Venezuela operations(h)
—
0.1
—
0.1
Income
tax rate adjustment(c)
6.2
(4.6
)
13.9
(5.7
)
Non-GAAP
$
25.2
26.8
65.3
68.3
Amounts
may not add due to rounding.
See page 49 for footnote explanations.
50
Three Months Ended September 30,
Nine
Months Ended September 30,
(In millions, except for percentages and per share amounts)
2019
2018
2019
2018
Net income (loss) attributable to noncontrolling interests:
GAAP
$
1.3
1.4
3.6
4.9
Venezuela
operations(b)
—
—
—
1.0
Reorganization and Restructuring(b)
—
—
—
(0.1
)
Income
tax rate adjustment(c)
—
0.6
—
0.1
Non-GAAP
$
1.3
2.0
3.6
5.9
Income
(loss) from continuing operations attributable to Brink's:
GAAP
$
5.8
17.5
32.1
(68.2
)
Retirement
plans(d)
5.0
6.1
16.4
19.1
Venezuela operations(b)(f)
—
0.3
0.9
3.8
Reorganization
and Restructuring(b)
4.4
4.9
14.9
10.5
Acquisitions and dispositions(b)
24.8
8.2
64.8
18.5
Tax
on accelerated income(e)
—
—
—
(0.3
)
Argentina highly inflationary impact(b)
9.3
7.2
13.7
7.2
Internal
loss(b)
8.9
—
11.4
—
Reporting compliance(b)
0.3
1.5
2.0
2.6
Gain
on lease termination(g)
1.2
—
(4.0
)
—
Loss on deconsolidation of Venezuela operations(f)
—
(0.1
)
—
126.6
Income
tax rate adjustment(c)
(6.2
)
4.0
(13.9
)
5.6
Non-GAAP
$
53.5
49.6
138.3
125.4
Diluted
EPS:
GAAP
$
0.11
0.34
0.63
(1.34
)
Retirement
plans(d)
0.10
0.12
0.32
0.37
Venezuela operations(b)(f)
—
0.01
0.02
0.07
Reorganization
and Restructuring(b)
0.09
0.09
0.29
0.20
Acquisitions and dispositions(b)
0.49
0.16
1.27
0.36
Tax
on accelerated income(e)
—
—
—
(0.01
)
Argentina highly inflationary impact(b)
0.18
0.14
0.27
0.14
Internal
loss(b)
0.17
—
0.22
—
Reporting compliance(b)
0.01
0.03
0.04
0.05
Gain
on lease termination(g)
0.02
—
(0.08
)
—
Loss on deconsolidation of Venezuela operations(f)
—
—
—
2.43
Income
tax rate adjustment(c)
(0.12
)
0.08
(0.27
)
0.11
Share adjustment(h)
—
—
—
0.03
Non-GAAP
$
1.05
0.95
2.71
2.41
Amounts
may not add due to rounding.
See page 49 for footnote explanations.
51
LIQUIDITY AND CAPITAL RESOURCES
Overview
Cash flows from operating activities increased by $3.2 million in the first nine
months of 2019 as compared to the first nine months of 2018. Cash used for investing activities decreased by $321.8 million in the first nine months of 2019 compared to the first nine months of 2018. We financed our liquidity needs in the first nine months of 2019 with cash flows from long term debt.
Operating Activities
Nine
Months Ended September 30,
$
(In millions)
2019
2018
change
Cash flows from operating activities
Operating
activities - GAAP
$
151.8
148.6
3.2
Venezuela operations
—
(0.4
)
0.4
(Increase)
decrease in restricted cash held for customers
41.8
0.7
41.1
(Increase) decrease in certain customer obligations(a)
(15.4
)
4.9
(20.3
)
Operating
activities - non-GAAP
$
178.2
153.8
24.4
(a)
To adjust for the change in the balance
of customer obligations related to cash received and processed in certain of our secure cash management services operations. The title to this cash transfers to us for a short period of time. The cash is generally credited to customers’ accounts the following day and we do not consider it as available for general corporate purposes in the management of our liquidity and capital resources.
Non-GAAP cash flows from operating activities is a supplemental financial measure that is not required by, or presented in accordance with, GAAP. The purpose of this non-GAAP measure is to report financial information excluding cash flows from Venezuela operations prior to the deconsolidation, restricted cash held for customers and the impact of cash received and processed in certain of our secure cash management services operations. We believe this measure is helpful in
assessing cash flows from operations, enables period-to-period comparability and is useful in predicting future operating cash flows. This non-GAAP measure should not be considered as an alternative to cash flows from operating activities determined in accordance with GAAP and should be read in conjunction with our condensed consolidated statements of cash flows.
GAAP
Cash flows from operating activities increased by $3.2 million in the first nine months of 2019 compared to the same period in 2018. The increase was attributed to lower amounts paid for taxes and the changes in customer obligations related to certain of our secure cash management services
operations (cash held for customers increased by $15.4 million in 2019 compared to a decrease of $4.9 million in 2018), partially offset by the $41.1 million decrease in restricted cash held for customers and higher amounts paid for interest.
Non-GAAP
Non-GAAP cash flows from operating activities increased by $24.4 million in the first nine months of 2019 as compared to the same period in 2018. The increase was primarily due to lower amounts paid for taxes, partially offset by higher amounts paid for interest.
52
Investing
Activities
Nine Months Ended September 30,
$
(In millions)
2019
2018
change
Cash
flows from investing activities
Capital expenditures
$
(116.0
)
(104.0
)
(12.0
)
Acquisitions,
net of cash acquired
(183.9
)
(521.0
)
337.1
Dispositions, net of cash disposed
—
8.4
(8.4
)
Marketable
securities:
Purchases
(2.6
)
(55.9
)
53.3
Sales
1.1
47.3
(46.2
)
Proceeds
from sale of property and equipment
3.0
2.8
0.2
Other
(3.1
)
(0.9
)
(2.2
)
Investing
activities
$
(301.5
)
(623.3
)
321.8
Cash used by investing activities decreased by $321.8 million in the first nine months of 2019
versus the first nine months of 2018. The decrease was due to lower amounts paid for acquisitions during the first nine months of 2019.
53
Capital expenditures and depreciation and amortization were as follows:
Nine
Months Ended September 30,
$
Full Year
(In millions)
2019
2018
change
2018
Property
and equipment acquired during the period
Capital expenditures:(a)
North
America
$
52.2
35.4
16.8
59.1
South America
32.0
31.4
0.6
43.3
Rest
of World
23.8
24.6
(0.8
)
37.9
Corporate
8.0
12.6
(4.6
)
14.8
Capital
expenditures - GAAP and non-GAAP
$
116.0
104.0
12.0
155.1
Financing
leases:(b)
North America
$
39.3
34.2
5.1
42.3
South
America
3.0
7.8
(4.8
)
9.6
Rest of World
3.9
—
3.9
—
Financing
leases - GAAP and non-GAAP
$
46.2
42.0
4.2
51.9
Total:
North
America
$
91.5
69.6
21.9
101.4
South America
35.0
39.2
(4.2
)
52.9
Rest
of World
27.7
24.6
3.1
37.9
Corporate
8.0
12.6
(4.6
)
14.8
Total
property and equipment acquired
$
162.2
146.0
16.2
207.0
Depreciation
and amortization(a)
North America
$
60.7
51.9
8.8
72.1
South
America
21.0
19.9
1.1
26.3
Rest of World
24.9
23.7
1.2
31.3
Corporate
8.2
9.4
(1.2
)
11.9
Depreciation
and amortization - non-GAAP
$
114.8
104.9
9.9
141.6
Venezuela
—
1.1
(1.1
)
1.1
Argentina
highly inflationary impact
0.8
—
0.8
—
Reorganization and Restructuring
0.1
1.8
(1.7
)
1.9
Acquisitions
and dispositions
3.1
—
3.1
—
Amortization of intangible assets
20.7
11.7
9.0
17.7
Depreciation
and amortization - GAAP
$
139.5
119.5
20.0
162.3
(a)
Capital
expenditures as well as depreciation and amortization related to Venezuela have been excluded from South America. In addition, incremental depreciation related to highly inflationary accounting in Argentina, accelerated depreciation related to restructuring activities and amortization of acquisition-related intangible assets have also been excluded from non-GAAP amounts.
(b)
Represents the amount of property and equipment acquired using financing leases. Because the assets are acquired without using cash, the acquisitions are not reflected in the condensed consolidated cash flow statement. Amounts are provided here to assist in the comparison of assets acquired in the current year versus prior years.
Non-GAAP
capital expenditures and non-GAAP depreciation and amortization are supplemental financial measures that are not required by, or presented in accordance with GAAP. The purpose of these non-GAAP measures is to report financial information excluding capital expenditures and depreciation and amortization from our Venezuela operations prior to the deconsolidation, incremental depreciation related to highly inflationary accounting in Argentina, accelerated depreciation from restructuring and acquisition-related integration activities, and amortization of acquisition-related intangible assets. We believe these measures are helpful in assessing capital expenditures and depreciation and amortization, enable period-to-period comparability and are useful in predicting future investing cash flows. These non-GAAP measures should not be considered as alternatives to capital expenditures and depreciation and amortization determined in accordance with GAAP and should be read in conjunction
with our condensed consolidated statements of cash flows.
Our reinvestment ratio, which we define as the annual amount of property and equipment acquired during the period divided by the annual amount of depreciation, was 1.5 for the twelve months ending September 30, 2019 compared to 1.6 for the twelve months ending September 30, 2018.
Capital expenditures in the first nine months of 2019 were primarily for machinery and equipment, information technology and armored vehicles.
Tax
withholdings associated with share-based compensation
(8.4
)
(11.3
)
2.9
Other
(2.9
)
0.6
(3.5
)
Financing
activities
$
112.7
184.3
(71.6
)
Debt borrowings and repayments
Cash flows from financing activities decreased by $71.6 million in the first nine
months of 2019 compared to the first nine months of 2018 as net borrowings decreased compared to the prior year period, partially offset by less cash used to purchase Brink's common stock.
Dividends
We paid dividends to Brink’s shareholders of $0.45 per share or $22.4 million in the first nine months of 2019 compared to $0.45 per share or $22.9 million in the first nine months
of 2018. Future dividends are dependent on our earnings, financial condition, shareholders’ equity levels, our cash flow and business requirements, as determined by the Board of Directors.
55
Reconciliation of Net Debt to U.S. GAAP Measures
September
30,
December 31,
(In millions)
2019
2018
Debt:
Short-term borrowings
$
15.4
28.9
Long-term
debt
1,734.5
1,525.1
Total Debt
1,749.9
1,554.0
Restricted cash borrowings(a)
(10.0
)
(10.5
)
Total
Debt without restricted cash borrowings
1,739.9
1,543.5
Less:
Cash
and cash equivalents
337.0
343.4
Amounts held by Cash Management Services operations(b)
(29.5
)
(14.1
)
Cash and
cash equivalents available for general corporate purposes
307.5
329.3
Net Debt(c)
$
1,432.4
1,214.2
(a)
Restricted
cash borrowings are related to cash borrowed under lending arrangements used in the process of managing customer cash supply chains, which is currently classified as restricted cash and not available for general corporate purposes.
(b)
Title to cash received and processed in certain of our secure Cash Management Services operations transfers to us for a short period of time. The cash is generally credited to customers’ accounts the following day and we do not consider it as available for general corporate purposes in the management of our liquidity and capital resources and in our computation of Net Debt.
(c)
Included
within Net Debt at September 30, 2019 is net cash of $23.2 million from our Argentina operations (see Note 1 to the condensed consolidated financial statements for a discussion of currency controls in Argentina).
Net Debt is a supplemental non-GAAP financial measure that is not required by, or presented in accordance with GAAP. We use Net Debt as a measure of our financial leverage. We believe that investors also may find Net Debt to be helpful in evaluating our financial leverage. Net Debt should not be considered as an alternative to Debt determined in accordance with GAAP and should be reviewed in conjunction with our condensed consolidated balance sheets. Set forth above is a reconciliation of Net Debt, a non-GAAP financial measure, to Debt, which is the most directly comparable financial measure calculated
and reported in accordance with GAAP, as of September 30, 2019, and December 31, 2018.
Net Debt increased by $218 million primarily to fund business acquisitions and other working capital needs including insurance and bonus payments.
Liquidity Needs
Our liquidity needs include not only the working capital requirements of our operations but also investments in our operations, business development activities, payments on outstanding debt, dividend payments and share repurchases.
Our
liquidity needs are typically financed by cash from operations, short-term debt and the available borrowing capacity under our Revolving Credit Facility (our debt facilities are described in more detail in Note 9 to the condensed consolidated financial statements, including certain limitations and considerations related to the cash and borrowing capacity). As of September 30, 2019, $782 million was available under the Revolving Credit Facility. Based on our current cash on hand and amounts available under our credit facilities, we believe that we will be able to meet our liquidity needs for the foreseeable future.
Limitations on dividends from foreign subsidiaries. A
significant portion of our operations are outside the U.S. which may make it difficult or costly to repatriate cash for use in the U.S. See “Risk Factors” in Item 1A of our annual report on Form 10-K for the year ended December 31, 2018, for more information on the risks associated with having businesses outside the U.S.
Equity
In May 2017, our board of directors authorized a $200 million share repurchase program, which will expire on December 31, 2019. We are not obligated to repurchase any specific dollar amount or number of shares, and, at September 30, 2019,
approximately $106 million remains available under this program. The timing and volume of share repurchases may be executed at the discretion of management on an opportunistic basis, or pursuant to trading plans or other arrangements. Share repurchases under this program may be made in the open market, in privately negotiated transactions, or otherwise.
In December 2018, we entered into an accelerated share repurchase arrangement ("ASR") with a financial institution. In exchange for a $50 million up-front payment at the beginning of the purchase period, the financial institution delivered to us 700,000 shares of our common stock for an average repurchase price of $71.43 per share. The
shares received were retired in the period they were delivered to us, and the up-front payment was accounted for as a reduction to shareholders' equity in the condensed consolidated balance sheet. For purposes of calculating earnings per share, we reported the ASR as a repurchase of our common stock in December 2018 and as a forward contract indexed to our common stock. The ASR met all of the applicable criteria for equity classification, and, as a result, was not accounted for as a derivative instrument.
56
The ASR purchase period subsequently ended in February 2019 and we received and retired an additional 37,387
shares under the ASR, resulting in an overall average repurchase price of $67.81 per share.
During the nine months ended September 30, 2019, no additional shares were repurchased.
On October
8, 2019, we purchased a single premium group annuity contract from an insurance company to provide for the payment of pension benefits to 2,634 primary U.S. pension plan participants. We purchased the contract with $53 million of plan assets. The insurance company will take over the payments of these benefits starting January 1, 2020, at which date the beneficiaries will cease to be participants in the primary U.S. pension plan and the plan will have no further obligation to these participants. This transaction settles $54 million of our primary U.S. pension plan obligation. As a result, we expect to recognize a settlement charge of approximately $20 million in the fourth quarter of 2019. The actual amount of the charge will depend upon
various actuarial assumptions, including discount rate, at the remeasurement date. After the settlement, there are expected to be approximately 11,400 beneficiaries remaining in the primary U.S. pension plan.
Assumptions for U.S. Retirement Obligations
The amounts in the tables below are based on a variety of estimates, including actuarial assumptions as of the most recent measurement date. The assumptions used to estimate our U.S. retirement obligations can be found in our Annual Report on Form 10-K for the year ended December 31, 2018. The estimated amounts will change in the future to reflect payments made, investment returns, actuarial revaluations, and other changes in estimates (including the impacts of the 2019
Annuity Contract Buy-out on our primary U.S. pension plan). Actual amounts could differ materially from the estimated amounts and will be updated at December 31, 2019.
Our most significant actuarial assumptions include:
•
Discount rates and other assumptions in effect at measurement dates (normally December 31)
•
Investment
returns of plan assets
•
Mortality rates
•
Change in laws
Funded
Status of U.S. Retirement Plans
Actual
Actual
Projected
(In millions)
2018
Nine Months 2019
4th Quarter 2018
2020
2021
2022
2023
Primary
U.S. pension plan
Beginning
funded status
$
(102.3
)
(106.8
)
(94.1
)
(94.3
)
(81.4
)
(68.0
)
(36.4
)
Net
periodic pension credit(a)
22.0
12.7
4.2
15.7
15.4
15.7
16.6
Payment
from Brink’s
—
—
—
—
—
17.3
28.3
Benefit
plan experience loss
(26.5
)
—
(4.4
)
(2.8
)
(2.0
)
(1.4
)
(0.1
)
Ending
funded status
$
(106.8
)
(94.1
)
(94.3
)
(81.4
)
(68.0
)
(36.4
)
8.4
UMWA
plans
Beginning
funded status
$
(294.3
)
(297.4
)
(299.4
)
(301.4
)
(309.1
)
(318.0
)
(328.1
)
Net
periodic postretirement cost(a)
(0.4
)
(3.2
)
(0.8
)
(7.7
)
(8.9
)
(10.1
)
(11.5
)
Benefit
plan experience loss
(1.4
)
—
—
—
—
—
—
Other
(1.3
)
1.2
(1.2
)
—
—
—
—
Ending
funded status
$
(297.4
)
(299.4
)
(301.4
)
(309.1
)
(318.0
)
(328.1
)
(339.6
)
Black
lung plans
Beginning
funded status
$
(67.0
)
(67.9
)
(64.0
)
(63.3
)
(58.6
)
(54.3
)
(50.3
)
Net
periodic postretirement cost(a)
(2.5
)
(2.2
)
(0.8
)
(2.4
)
(2.3
)
(2.2
)
(1.9
)
Payment
from Brink’s
8.1
6.1
1.5
7.1
6.6
6.2
5.7
Benefit
plan experience loss
(6.5
)
—
—
—
—
—
—
Ending
funded status
$
(67.9
)
(64.0
)
(63.3
)
(58.6
)
(54.3
)
(50.3
)
(46.5
)
(a)
Excludes
amounts reclassified from accumulated other comprehensive income (loss).
57
Primary U.S. Pension Plan
Pension benefits provided to eligible U.S. employees were frozen on December 31, 2005, and are not provided to employees hired after 2005 or to those covered by a collective bargaining agreement. We did not make cash contributions to the primary U.S. pension plan in 2018 or the first nine months of 2019.
We
do not expect to make contributions until 2022.
UMWA Plans
Retirement benefits related to former coal operations include medical benefits provided by the Pittston Coal Group Companies Employee Benefit Plan for UMWA Represented Employees. There were approximately3,200 beneficiaries in the UMWA plans as of December 31, 2018. The company does not expect to make additional contributions to these plans until 2025 based on actuarial assumptions.
Black Lung
Under the Federal Black
Lung Benefits Act of 1972, Brink’s is responsible for paying lifetime black lung benefits to miners and their dependents for claims filed and approved after June 30, 1973. There were approximately 800 black lung beneficiaries as of December 31, 2018.
Summary of Expenses Related to All U.S. Retirement Liabilities through 2023
This table summarizes actual and projected expense related to U.S. retirement liabilities.
Actual
Actual
Projected
(In
millions)
2018
Nine Months 2019
4th Quarter 2019
FY2019
2020
2021
2022
2023
Primary
U.S. pension plan
$
5.5
1.9
0.7
2.6
5.5
5.2
4.3
4.0
UMWA
plans
16.1
12.5
3.4
15.9
22.6
22.9
23.2
23.7
Black
lung plans
9.8
5.5
1.9
7.4
6.6
6.2
5.7
5.3
Total
$
31.4
19.9
6.0
25.9
34.7
34.3
33.2
33.0
Summary
of Payments from Brink’s to U.S. Plans and Payments from U.S. Plans to Participants through 2023
This table summarizes actual and projected payments:
•
from Brink’s to U.S. retirement plans, and
•
from the plans to participants.
Actual
Actual
Projected
(In
millions)
2018
Nine Months 2019
4th Quarter 2019
FY2019
2020
2021
2022
2023
Payments
from Brink’s to U.S. Plans
Primary
U.S. pension plan
$
—
—
—
—
—
—
17.3
28.3
Black
lung plans
8.1
6.1
1.5
7.6
7.1
6.6
6.2
5.7
Total
$
8.1
6.1
1.5
7.6
7.1
6.6
23.5
34.0
Payments
from U.S. Plans to participants
Primary
U.S. pension plan
$
48.3
36.3
14.7
51.0
51.1
51.1
51.0
51.0
UMWA
plans
28.6
22.7
10.8
33.5
33.6
33.6
34.2
34.0
Black
lung plans
8.1
6.1
1.5
7.6
7.1
6.6
6.2
5.7
Total
$
85.0
65.1
27.0
92.1
91.8
91.3
91.4
90.7
Contingent
Matters
See Note 14 to the condensed consolidated financial statements for information about contingent matters at September 30, 2019.
58
Item 3. Quantitative and Qualitative Disclosures About Market Risk
We serve customers in more than 100 countries, including 41 countries where we operate subsidiaries. These
operations expose us to a variety of market risks, including the effects of changes in interest rates and foreign currency exchange rates. In addition, we consume various commodities in the normal course of business, exposing us to the effects of changes in the prices of such commodities. These financial and commodity exposures are monitored and managed by us as an integral part of our overall risk management program. Our risk management program seeks to reduce the potentially adverse effects that the volatility of certain markets may have on our operating results. We have not had any material change in our market risk exposures in the nine months ended September 30, 2019.
Item
4. Controls and Procedures
Pursuant to Rule 13a-15(b) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), we carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer (“CEO”), who is our principal executive officer, and our Executive Vice President and Chief Financial Officer (“CFO”), who is our principal financial officer, of the effectiveness of the design and operation of our disclosure controls and procedures (as defined under Rule 13a-15(e) and 15d-15(e) under the Exchange Act) as of the end of the period covered by this report. Based upon that evaluation, as of the end of the period covered by this report, our CEO and CFO concluded that our disclosure controls and procedures are effective to ensure that information required to be disclosed by us in the
reports that we file or submit under the Exchange Act, is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our CEO and CFO, as appropriate, to allow timely decisions regarding required disclosure.
Changes in internal control over financial reporting.
There has been no change in our internal control over financial reporting during the quarter ended September 30, 2019 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
Forward-looking
information
This document contains both historical and forward-looking information. Words such as “anticipates,”“assumes,”“estimates,”“expects,”“projects,”“predicts,”“intends,”“plans,”“potential,”“believes,”“could,”“may,”“should” and similar expressions may identify forward-looking information. Forward-looking information in this document includes, but is not limited to, statements concerning: segment operating profit margin outlook; difficulty in repatriating cash; continued strengthening of the U.S. dollar; effects of currency rate changes; anticipated costs of our Reorganization and Restructuring activities; collection of receivables related to the internal loss in the U.S. global services operations; support for the Company's Venezuela
business, expected impact of acquisitions; our effective tax rate; costs related to and continued limitation in our ability to make and execute operational decisions with respect to our Venezuela operations; the ability to meet liquidity needs; settlement charge related to the annuity contract buy-out for our U.S. pension liability; expenses and payouts for the U.S. retirement plans and the funded status of the primary pension plan; expected liability for and future contributions to the UMWA plans; liability for black lung obligations; and the effect of pending legal matters. Forward-looking information in this document is subject to known and unknown risks, uncertainties, and contingencies, which are difficult to quantify and which could cause actual results, performance or achievements to differ materially from those that are anticipated.
These
risks, uncertainties and contingencies, many of which are beyond our control, include, but are not limited to:
•
our ability to improve profitability and execute further cost and operational improvements and efficiencies in our core businesses;
•
our ability to improve service levels and quality in our core businesses;
•
market
volatility and commodity price fluctuations;
•
seasonality, pricing and other competitive industry factors;
•
investment in information technology and its impact on revenue and profit growth;
•
our ability to maintain an effective IT infrastructure and safeguard confidential information;
•
our
ability to effectively develop and implement solutions for our customers;
•
risks associated with operating in foreign countries, including changing political, labor and economic conditions, regulatory issues (including the imposition of international sanctions, including by the U.S. government), currency restrictions and devaluations, restrictions on and cost of repatriating earnings and capital, impact on the Company's financial results as a result of jurisdictions determined to be highly inflationary, and restrictive government actions, including nationalization;
•
labor
issues, including negotiations with organized labor and work stoppages;
•
the strength of the U.S. dollar relative to foreign currencies and foreign currency exchange rates;
•
our ability to identify, evaluate and complete acquisitions and other strategic transactions and to successfully integrate acquired companies;
•
costs
related to dispositions and product or market exits;
•
our ability to obtain appropriate insurance coverage, positions taken by insurers relative to claims and the financial condition of insurers;
•
safety and security performance and loss experience;
•
employee, environmental and other liabilities
in connection with former coal operations, including black lung claims;
•
the impact of the Patient Protection and Affordable Care Act on legacy liabilities and ongoing operations;
•
funding requirements, accounting treatment, and investment performance of our pension plans, the VEBA and other employee benefits;
•
changes
to estimated liabilities and assets in actuarial assumptions;
59
•
the nature of hedging relationships and counterparty risk;
•
access to the capital and credit markets;
•
our
ability to realize deferred tax assets;
•
the outcome of pending and future claims, litigation, and administrative proceedings;
•
public perception of our business, reputation and brand;
•
changes in estimates and assumptions underlying our critical accounting policies; and
•
the
promulgation and adoption of new accounting standards, new government regulations and interpretation of existing standards and regulations.
This list of risks, uncertainties and contingencies is not intended to be exhaustive. Additional factors that could cause our results to differ materially from those described in the forward-looking statements can be found under “Risk Factors” in Item 1A of our Annual Report on Form 10-K for the period ended December 31, 2018 and in our other public filings with the Securities and Exchange Commission. The forward looking information included in this document is representative only as of the date of this document, and The Brink’s Company undertakes no obligation to update any information contained in this document.
60
Part
II - Other Information
Item 1. Legal Proceedings
For a discussion of legal proceedings, see Note 14 to the condensed consolidated financial statements, “Contingent Matters,” in Part I, Item 1 of this Form 10-Q.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
The following table provides
information about common stock repurchases by the Company during the quarter ended September 30, 2019.
Period
(a) Total Number of Shares Purchased(1)
(b)
Average Price Paid per Share
(c) Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs
(d) Maximum Number (or Approximate Dollar Value) of Shares that May Yet be Purchased Under the Plans or Programs
On
May 8, 2017, the Company’s board of directors authorized the Company to repurchase up to $200,000,000 of common stock from time to time as market conditions warrant and as covenants under existing agreements permit. The program does not require the Company to acquire any specific numbers of shares and may be modified or discontinued at any time. At September 30, 2019, $106,542,999 remains available under this program. The program will expire on December 31, 2019.
Interactive Data File (Quarterly Report on Form 10-Q, for the quarterly period ended September 30, 2019, furnished in Inline eXtensible Business Reporting Language (iXBRL)). The instance document does not appear in the interactive data file because its iXBRL tags are embedded within the iXBRL document.
Attached as Exhibit
101 to this report are the following documents formatted in iXBRL: (i) the Condensed Consolidated Balance Sheets at September 30, 2019, and December 31, 2018, (ii) the Condensed Consolidated Statements of Operations for the three and nine months ended September 30, 2019 and 2018, (iii) the Condensed Consolidated Statements of Comprehensive Income for the three and nine months ended September 30, 2019 and 2018, (iv) the Condensed Consolidated Statements of Equity for the nine months ended September 30, 2019 and 2018, (v) the Condensed Consolidated Statements of Cash Flows for
the nine months ended September 30, 2019 and 2018 and (vi) the Notes to the Condensed Consolidated Financial Statements. Users of this data are advised pursuant to Rule 406T of Regulation S-T that this interactive data file is deemed not filed or part of a registration statement or prospectus for purposes of sections 11 or 12 of the Securities Act of 1933, is deemed not filed for purposes of section 18 of the Securities and Exchange Act of 1934, and otherwise is not subject to liability under these sections.
62
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
