What changed in this filing

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Item 9A. Controls and Procedures

2023-03-01 compared with 2022-02-28 · 90 added, 32 removed, 130 unchanged (48% of the section changed)

CONTROLS AND PROCEDURES

(a) Disclosure Controls and Procedures

Pursuant to Rule 13a-15(b) under the Securities Exchange Act of 1934, we carried out an evaluation, with the participation of our management, including our Chief Executive Officer and Executive Vice President and Chief Financial Officer, of the effectiveness of our disclosure controls and procedures (as defined under Rule 13a-15(e) under the Securities Exchange Act of 1934) as of the end of the period covered by this report.

Based upon that evaluation, our Chief Executive Officer and Executive Vice President and Chief Financial Officer concluded that our disclosure controls and procedures are effective in ensuring that information required to be disclosed by us in the reports that we file or submit under the Securities Exchange Act of 1934, 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 Chief Executive Officer and Executive Vice President and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

(b) Internal Controls over Financial Reporting

See pages 62 and 63 for Management’s Annual Report on Internal Control over Financial Reporting and the Attestation Report of the Registered Public Accounting Firm.

There has been no change in our internal control over financial reporting during the quarter ended December 31, 2021, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

(a) Evaluation of Disclosure Controls and Procedures

Our management, including our Chief Executive Officer ("CEO") and Executive Vice President and Chief Financial Officer ("CFO"), have conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the "Exchange Act")) as of the end of the period covered by this report.

Based upon that evaluation, our CEO and CFO concluded that, due to the material weakness in internal control over financial reporting as described below, our disclosure controls and procedures were not effective as of December 31, 2022.

Notwithstanding the material weakness described below, management has performed additional analysis and procedures to ensure that our consolidated financial statements included in this Annual Report on Form 10-K fairly present, in all material respects, our financial position, results of operations and cash flows for the periods presented in conformity with U.S.

(b) Management's Annual Report on Internal Control over Financial Reporting

Management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rule 13a-15(f) and 15d-15(f) of the Exchange Act.

Our internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of consolidated financial statements for external purposes in accordance with generally accepted accounting principles.

Our internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect transactions and dispositions of assets, (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of consolidated financial statements in accordance with U.S.

GAAP, (iii) provide reasonable assurance that receipts and expenditures are being made only in accordance with authorizations of management and directors of the Company, and (iv) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of assets that could have a material effect on the consolidated financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.

Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that a reasonable possibility exists that a material misstatement of our annual or interim financial statements would not be prevented or detected on a timely basis.

Management, with the participation of the CEO and CFO, and under the oversight of our Board of Directors, assessed the effectiveness of our internal control over financial reporting as of December 31, 2022 using the framework in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

Management excluded from its assessment of the effectiveness of internal control over financial reporting, NoteMachine Limited and Testlink Services Limited, and three of their direct subsidiaries (together “NoteMachine”) acquired in October 2022.

NoteMachine constitutes 4% of consolidated total assets and 1% of consolidated total revenue as of and for the year ended December 31, 2022.

Based on this assessment, management concluded that, as of December 31, 2022, the Company’s internal control over financial reporting was not effective due to a material weakness in internal control over financial reporting described below.

Due to ineffective risk assessment, the Company did not effectively design and implement certain process-level control activities related to revenue and accounts receivable in certain North America locations.

These control deficiencies did not result in any material misstatements in our consolidated financial statements as of and for the year ended December 31, 2022 .

However, these control deficiencies create a reasonable possibility that a material misstatement to the consolidated financial statements will not be prevented or detected on a timely basis.

Our independent registered public accounting firm, KPMG LLP, who audited the consolidated financial statements included in this Annual Report on Form 10-K, issued an adverse opinion on the effectiveness of internal control over financial reporting.

KPMG’s report appears on pages 128-129 of this Annual Report on Form 10-K.

Except for the identification of the material weakness described above, there has been no change in our internal control over financial reporting during the quarter ended December 31, 2022, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

(d) Remediation

Management and the Board of Directors are committed to maintaining a strong internal control environment.

Management will develop a remediation plan to address the material weakness described above and will work towards having these remediation efforts completed by the time we issue our December 31, 2023 consolidated financial statements.

Management is committed to continuous improvement of our internal control over financial reporting and will continue to diligently review our financial reporting controls and procedures to ensure that our financial position, results of operations and cash flows continue to be accurately stated.

Our remediation efforts will include initiatives to identify changes needed to policies, procedures, and internal controls, including enhanced risk assessment procedures and an assessment of technology solutions as well as manual processes.

Remediation of the identified material weakness and strengthening our internal control environment will require a substantial effort throughout 2023 and beyond, as necessary.

Once the design of the controls is considered effective, we will test the ongoing operating effectiveness of the new and existing controls in future periods.

The material weakness cannot be considered completely remediated until the applicable controls have operated for a sufficient period of time and management has concluded, through testing, that these controls are operating effectively.

As we remediate the material weakness and continue to monitor the effectiveness of our internal control over financial reporting in the affected areas, we have and will continue to perform additional procedures prescribed by management, including the use of manual mitigating control procedures and employing any additional tools and resources deemed necessary, to ensure that our consolidated financial statements are fairly stated in all material respects.

Report of Independent Registered Public Accounting Firm

To the Shareholders and Board of Directors

The Brink's Company:

Opinion on Internal Control Over Financial Reporting

We have audited The Brink's Company and subsidiaries' (the Company) internal control over financial reporting as of December 31, 2022, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

In our opinion, because of the effect of the material weakness, described below, on the achievement of the objectives of the control criteria, the Company has not maintained effective internal control over financial reporting as of December 31, 2022, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2022 and 2021, the related consolidated statements of operations, comprehensive income (loss), equity, and cash flows for each of the years in the three-year period ended December 31, 2022, and the related notes (collectively, the consolidated financial statements), and our report dated March 1, 2023 expressed an unqualified opinion on those consolidated financial statements.

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the company’s annual or interim financial statements will not be prevented or detected on a timely basis.

A material weakness was identified and included in management's assessment related to ineffective risk assessment that resulted in the deficient design and implementation of certain process-level control activities related to revenue and accounts receivable in certain North America locations.

The material weakness was considered in determining the nature, timing, and extent of audit tests applied in our audit of the 2022 consolidated financial statements, and this report does not affect our report on those consolidated financial statements.

The Company acquired NoteMachine Limited and Testlink Services Limited, and three of their direct subsidiaries (together "NoteMachine") during 2022, and management excluded from its assessment of the effectiveness of the Company’s internal control over financial reporting as of December 31, 2022, NoteMachine’s internal control over financial reporting associated with total assets of 4 percent and total revenues of 1 percent included in the consolidated financial statements of the Company as of and for the year ended December 31, 2022.

Our audit of internal control over financial reporting of the Company also excluded an evaluation of the internal control over financial reporting of NoteMachine.

Basis for Opinion

The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management's Annual Report on Internal Control over Financial Reporting.

Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit.

We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S.

federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects.

Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk.

Our audit also included performing such other procedures as we considered necessary in the circumstances.

We believe that our audit provides a reasonable basis for our opinion.

Definition and Limitations of Internal Control Over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company;

(2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company;

and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.

Richmond, Virginia

March 1, 2023

OTHER INFORMATION

29 unchanged sentences

Exhibit 3(i) to the Registrant's Quarterly Report on Form 10-Q for the quarter ended June 30, 2015.

3.2 Bylaws of the Registrant, as amended and restated.

Exhibit 3.2 to the Registrant’s Current Report on Form 8-K filed April 6, 2021.

3.2 Amended and Re stated Bylaws of the Registrant, effe c tive May 6, 2022 .

Exhibit 3.2 to the Registrant’s Quarterly on Form 10-Q filed for the quarter ended March 31, 2022.

4.1 Description of Registrant's Securities Pursuant to Section 12 of the Securities Exchange Act of 1934, as amended.

16 unchanged sentences

Exhibit 10.2 to the Registrant's Quarterly Report on Form 10-Q for the quarter ended June 30, 2019.

10.6* Form of Inducement Stock Option Award Agreement, effective July 14, 2016.

Exhibit 10.2 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2016.

10.7* Form of Promotion Stock Option Award Agreement, effective July 28, 2016.

Exhibit 10.4 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2016.

10.6* Form of Stock Option Award Agreement, effective February 17, 2017.

4 unchanged sentences

Exhibit 10.6 to the Registrant's Current Report on Form 8-K filed February 26, 2018.

10.11* Form of Change in Control Agreement.

Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed March 9, 2020.

10.9* Offer Letter, dated June 9, 2016, between The Brink’s Company and Douglas A.

2 unchanged sentences

Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed March 9, 2020.

10.14* Inducement Stock Option Award Agreement with Douglas A.

Pertz, effective June 9, 2016.

Exhibit 10.2 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2016.

10.11* Offer Letter, dated July 14, 2016, between The Brink’s Company and Ronald J.

17 unchanged sentences

Exhibit 10.1 to the Registrant's Current Report on Form 8-K filed on June 12, 2020.

10.16.4 Fourth Amendment to Credit Agreement (LIBOR Transition), dated as of December 27, 2021, by and among the Company and Bank of America, N.A.

as administrative agent.

10.16.5 Fifth Amendment to Loan Documents, dated as of June 23, 2022, by and among the Company, the subsidiaries of the Company party thereto, with Bank of America, N.A.

as administrative agent and the lenders part thereto.

Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on June 28, 2022.

10.17* Severance Pay Plan of The Brink's Company effective November 13, 2015, as amended October 2018.

8 unchanged sentences

Exhibit 10.4 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2021.

10.22* Form of Indemnification Agreement entered into by The Brink’s Company with each of its directors, officers and certain employees, approved for use on December 9, 2021.

E xhibit 10.30 to the Registrant's Annual Report on F orm 10-K for the year ended December 31, 2021.

10.23* Key Employees' Deferred Compensation Program, as amended and restated as of March 25, 2022.

Exhibit 10.1 to the Registrant's Quarterly Report on Form 10-Q for the quarter ended March 21, 2022.

10.24* Change in Control Plan, effective March 1, 2022.

Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on May 11, 2022.

10.25* Plan for Deferral of Directors’ Fees, as amended and restated effective May 1, 2021.

Exhibit 10.5 to the Registrant's Quarterly Report on Form 10-Q for the quarter ended June 30, 2021 .

10.30* Form of Indemnification Agreement entered into by The Brink’s Company with each of its directors, officers and certain employees, approved for use on December 9, 2021.

10.31* Key Employees’ Deferred Compensation Program, as amended and restated as of December 9, 2021.

10.26* Offer Letter, dated December 1, 2014, between The Brink’s Company and Michael Beech.

10.27* Offer Letter, dated July 2, 2021, between The Brink’s Company and Mark Eubanks.

10.28* Offer Letter, dated April 16, 2022, between The Brink’s Company and Daniel Castillo.

10.29* Offer Letter, dated July 20, 2022, between The Brink’s Company and Kurt McMaken.

21 Subsidiaries of the Registrant.

23 Consent of Independent Registered Public Accounting Firm.

23.2 Consent of Independent Registered Public Accounting Firm.

31.1 Certification of Chief Executive Officer of the Brink's Company pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934.

8 unchanged sentences

Exhibit 99.2 to the Registrant’s Current Report on Form 8-K filed July 15, 2016.

101 Interactive Data File (Annual Report on Form 10-K, for the year ended December 31, 2021, furnished in XBRL (eXtensible Business Reporting Language)).

101 Interactive Data File (Annual Report on Form 10-K for the year ended December 31, 2022, formatted in iXBRL (Inline Extensible Business Reporting Language)).

Attached as Exhibit 101 to this report are the following documents formatted in XBRL:

1 unchanged sentence

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 Exchange Act of 1934, and otherwise is not subject to liability under these sections.

104 Cover Page Interactive Data File, formatted in iXBRL (Inline Extensible Business Reporting Language) (included with Exhibit 101)

104 Cover Page Interactive Data File, formatted in iXBRL (included within Exhibit 101)

*Management contract or compensatory plan or arrangement.

1 unchanged sentence

The Company will furnish the omitted schedules to the Securities and Exchange Commission upon request by the Commission.

Pursuant to the requirements of Section 13 or 15(d) 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, on February 25, 2022.

The Brink’s Company

By /s/ Douglas A.

By /s/ Mark Eubanks

(President and

Chief Executive Officer)

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities indicated, on February 25, 2022.

Signature Title

/s/ Douglas A.

Pertz Director, President

/s/ Mark Eubanks President

and Chief Executive Officer

(Principal Executive Officer)

/s/ Ronald J.

Domanico Executive Vice President

McMaken Executive Vice President

and Chief Financial Officer

3 unchanged sentences

Michael Sweeney

/s/ Douglas A.

Pertz Executive Chairman

/s/ Kathie J.

6 unchanged sentences

Louis Parker Director

/s/ George I.

Stoeckert Director

/s/ Timothy J.

Tynan Director

Wyche Director

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

What changed 10-K

Item 9A. Controls and Procedures