What changed in this filing

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Item 1. Financial Statements

2023-05-10 compared with 2022-10-26 · 280 added, 495 removed, 779 unchanged (50% of the section changed)

3 unchanged sentences

Condensed Consolidated Balance Sheets

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

(In millions, except for per share amounts) March 31, 2023 December 31, 2022

Current assets:

34 unchanged sentences

Retained earnings 410.7 417.2

Accumulated other comprehensive loss ( 920.6 ) ( 907.9 )

Accumulated other comprehensive income (loss) ( 664.7 ) ( 700.5 )

Brink’s shareholders 478.8 447.1

6 unchanged sentences

Condensed Consolidated Statements of Operations

Ended September 30, Nine Months

Ended September 30,

Ended March 31,

(In millions, except for per share amounts) 2023 2022

11 unchanged sentences

Income from continuing operations 17.6 74.3

Loss from discontinued operations, net of tax — — ( 0.2 ) ( 0.1 )

Income (loss) from discontinued operations, net of tax 0.7 ( 0.1 )

Net income 18.3 74.2

7 unchanged sentences

Continuing operations $ 0.31 1.50

Discontinued operations 0.01 —

Net income $ 0.32 1.49

Continuing operations $ 0.30 1.48

Discontinued operations 0.01 —

Net income $ 0.32 1.48

8 unchanged sentences

Condensed Consolidated Statements of Comprehensive Income (Loss)

Ended September 30, Nine Months

Ended September 30,

Ended March 31,

(In millions) 2023 2022

3 unchanged sentences

Benefit plan prior service costs ( 3.0 ) ( 1.3 )

Deferred profit sharing — ( 0.5 ) — ( 0.5 )

Total benefit plan adjustments 0.1 9.2

Foreign currency translation adjustments 43.4 32.1

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

Gains on cash flow hedges 12.2 2.9 37.4 12.8

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

Provision for income taxes 12.6 7.4 17.5 15.1

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

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

Less comprehensive income (loss) attributable to noncontrolling interests ( 0.6 ) 2.7 ( 1.2 ) 6.6

Comprehensive income (loss) attributable to Brink's $ ( 9.9 ) ( 4.1 ) $ 112.8 41.0

Unrealized net losses on available-for-sale securities ( 1.9 ) ( 0.4 )

Gains (losses) on cash flow hedges ( 8.7 ) 13.4

Other comprehensive income before tax 32.9 54.3

Provision (benefit) for income taxes ( 3.1 ) 4.9

Other comprehensive income 36.0 49.4

Comprehensive income 54.3 123.6

Less comprehensive income attributable to noncontrolling interests 3.5 1.4

Comprehensive income attributable to Brink's $ 50.8 122.2

See accompanying notes to condensed consolidated financial statements.

2 unchanged sentences

Condensed Consolidated Statements of Equity

Nine Months ended September 30, 2022

Three Months ended March 31, 2023

(In millions) Shares Common

3 unchanged sentences

Net income — — — 15.0 — 3.3 18.3

Other comprehensive income (loss) — — — — 50.9 ( 1.5 ) 49.4

Dividends to:

Brink’s common shareholders ($ 0.20 per share)

— — — ( 9.5 ) — — ( 9.5 )

Noncontrolling interests — — — — — ( 1.2 ) ( 1.2 )

Share-based compensation:

Stock awards and options:

Compensation expense — — 7.1 — — — 7.1

Other share-based benefit transactions 0.2 0.2 ( 3.0 ) — — — ( 2.8 )

Balance as of March 31, 2022 47.6 $ 47.6 674.7 374.7 ( 857.0 ) 129.8 369.8

Net income — — — 35.1 — 3.0 38.1

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

Other comprehensive income — — — — 35.8 0.2 36.0

Shares repurchased ( 0.2 ) ( 0.2 ) ( 3.8 ) ( 12.0 ) — — ( 16.0 )

7 unchanged sentences

Other share-based benefit transactions 0.3 0.3 ( 4.8 ) ( 0.2 ) — — ( 4.7 )

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

Net income — — — 19.2 — 3.4 22.6

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

Shares repurchased (a)

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

Dividends to:

Brink’s common shareholders ($ 0.20 per share)

— — — ( 9.4 ) — — ( 9.4 )

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

Share-based compensation:

Stock awards and options:

Compensation expense — — 14.3 — — — 14.3

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

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

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

Acquisitions with noncontrolling interests — — — — — 0.1 0.1

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

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

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

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

See Note 12 for further details.

* Accumulated other comprehensive income (loss)

Condensed Consolidated Statements of Equity, continued

Nine Months ended September 30, 2021

Balance as of March 31, 2023 46.4 $ 46.4 686.4 410.7 ( 664.7 ) 126.2 605.0

Three Months ended March 31, 2022

(In millions) Shares Common

2 unchanged sentences

Balance as of December 31, 2021 47.4 $ 47.4 670.6 312.9 ( 907.9 ) 129.6 252.6

Cumulative effect of change in accounting principle (a)

— — — 0.5 — — 0.5

Net income — — — 71.3 — 2.9 74.2

Other comprehensive loss — — — — ( 40.7 ) ( 2.1 ) ( 42.8 )

Other comprehensive income (loss) — — — — 50.9 ( 1.5 ) 49.4

Dividends to:

5 unchanged sentences

Compensation expense — — 7.1 — — — 7.1

Consideration from exercise of stock options — — 2.3 — — — 2.3

Other share-based benefit transactions 0.2 0.2 ( 3.0 ) — — — ( 2.8 )

Acquisitions with noncontrolling interests — — — — — 51.4 51.4

Balance as of March 31, 2022 47.6 $ 47.6 674.7 374.7 ( 857.0 ) 129.8 369.8

Net income — — — 23.9 — 3.0 26.9

Other comprehensive income — — — — 49.2 0.3 49.5

Dividends to:

Brink’s common shareholders ($ 0.20 per share)

— — — ( 10.0 ) — — ( 10.0 )

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

Share-based compensation:

Stock awards and options:

Compensation expense — — 11.1 — — — 11.1

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

Acquisitions with noncontrolling interests — — — — — 1.1 1.1

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

Net income — — — 19.0 — 4.0 23.0

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

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

Dividends to:

Brink’s common shareholders ($ 0.20 per share)

— — — ( 9.9 ) — — ( 9.9 )

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

Share-based compensation:

Stock awards and options:

Compensation expense — — 9.2 — — — 9.2

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

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

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

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

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

Simplifying the Accounting for Income Taxes.

We recognized a cumulative effect adjustment to January 1, 2021 retained earnings as a result of adopting this standard.

See Note 1 for further details.

* Accumulated other comprehensive income (loss)

3 unchanged sentences

Condensed Consolidated Statements of Cash Flows

Ended September 30,

Ended March 31,

(In millions)

Cash flows from operating activities:

Adjustments to reconcile net income to net cash used by operating activities:

Loss from discontinued operations, net of tax

Adjustments to reconcile net income to net cash used in operating activities:

(Gain) loss from discontinued operations, net of tax

Depreciation and amortization

2 unchanged sentences

( 0.2 ) ( 58.2 )

(Gain) loss on sale of property, equipment and marketable securities 0.8 ( 16.3 )

Loss on sale of property, equipment and marketable securities 0.1 0.2

Loss on business dispositions 2.0 —

Impairment losses

Retirement benefit funding (more) less than expense:

( 2.3 ) ( 0.3 )

Other than pension

2 unchanged sentences

Changes in operating assets and liabilities, net of effects of acquisitions:

Accounts receivable and income taxes receivable

Increase in accounts receivable and income taxes receivable

( 4.6 ) ( 81.1 )

Accounts payable, income taxes payable and accrued liabilities

Restricted cash held for customers ( 4.4 ) 12.7

Customer obligations

Prepaid and other current assets

Decrease in accounts payable, income taxes payable and accrued liabilities

( 81.1 ) ( 4.8 )

Decrease in restricted cash held for customers ( 43.7 ) ( 52.5 )

Increase (decrease) in customer obligations

( 9.6 ) ( 0.1 )

Net cash provided by operating activities

Increase in prepaid and other current assets

( 21.8 ) ( 48.4 )

Net cash used in operating activities

( 45.1 ) ( 76.3 )

Cash flows from investing activities:

2 unchanged sentences

Acquisitions, net of cash acquired — ( 11.4 )

Dispositions, net of cash disposed 1.1 —

Marketable securities:

2 unchanged sentences

Cash proceeds from sale of property and equipment 0.3 1.2

Cash proceeds from settlement of cross currency swap 64.3 —

Net change in loans held for investment ( 10.5 ) ( 4.8 )

Acquisition of customer contracts — ( 0.8 )

Other ( 0.4 ) —

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

Net cash used in investing activities ( 57.6 ) ( 52.0 )

Cash flows from financing activities:

7 unchanged sentences

Repayments ( 22.8 ) ( 30.6 )

Acquisition of noncontrolling interest ( 7.8 ) —

Cash received from acquisition related settlements — 6.3

Cash paid for acquisition related settlements and obligations ( 5.1 ) —

Debt financing costs ( 5.5 ) ( 0.4 )

Repurchase shares of Brink's common stock ( 16.0 ) —

2 unchanged sentences

Noncontrolling interests in subsidiaries ( 0.4 ) ( 1.2 )

Proceeds from exercise of stock options — 2.3

Tax withholdings associated with share-based compensation ( 6.6 ) ( 3.8 )

Other 1.1 0.9

Net cash provided by financing activities 291.9 234.6

Net cash (used in) provided by financing activities ( 97.1 ) 98.8

Effect of exchange rate changes on cash 7.7 ( 11.0 )

Cash, cash equivalents and restricted cash:

Increase (decrease) 262.2 79.6

Decrease ( 192.1 ) ( 40.5 )

Balance at beginning of period 1,410.5 1,086.7

20 unchanged sentences

In the first quarter of 2022, we further refined our global methodology of estimating the allowance for doubtful accounts.

Our previous method to estimate currently expected credit losses in receivables (the allowance) was weighted significantly to a review of historical loss rates and specific identification of higher risk customer accounts.

It also considered current and expected economic conditions, particularly the effects of the coronavirus (COVID-19) pandemic, in determining an appropriate allowance.

As many of our regions begin to recover from the pandemic, we have re-assessed those earlier assumptions and estimates.

Our updated method now also includes an estimated allowance for accounts receivable significantly past due in order to adjust for at-risk receivables not captured in our previous method.

As part of the analysis under the updated estimation methodology, we noted an increase in accounts receivable significantly past due, particularly in the U.S., and we recorded an additional allowance of $ 16.7 million in the first quarter of 2022.

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

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

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

The COVID-19 pandemic began to have an adverse impact on our results of operations in the quarter ended March 31, 2020 as a result of reduced customer volumes, changes to our operating procedures and increases in our costs to provide services.

We have taken and continue to take actions to adjust the way we operate and reduce our costs through restructuring activities and operational changes to address these impacts and align to future anticipated revenue levels.

We are continually assessing the impact that the COVID-19 pandemic, and the actions taken in response to it, will have on our employees, businesses and segments, customers and vendors and the industries that we serve.

The full impact depends on many factors that are uncertain or not yet identifiable.

We expect these factors will continue to impact our financial condition and our results of operations for a duration that is currently unknown.

We will continue to monitor developments affecting our condensed consolidated financial statements, including indicators that goodwill or other long-lived assets may be impaired, increases in valuation allowances for doubtful accounts or deferred tax assets may be necessary or other accruals that may increase or be necessary resulting from actions taken to reduce our cost structure or conserve our liquidity.

As noted above, we increased our allowance for doubtful accounts based on a re-assessment of our estimate and the aging of receivables in the wake of the pandemic.

Our updated method not only reviews historical loss rates and identifies high risk customer accounts but now also includes an estimated allowance for accounts receivable significantly past due in order to adjust for at-risk receivables not captured in our previous method.

As part of the analysis under the updated estimation methodology, we recorded an additional allowance of $ 16.7 million in the first quarter of 2022.

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

There was no additional impact in the first quarter of 2023.

Consolidation

5 unchanged sentences

Investments in businesses for which we do not have the ability to exercise significant influence over operating and financial policies are accounted for at fair value, if readily determinable, with changes in fair value recognized in net income.

investments that do not have a readily determinable fair value, we measure these investments at cost minus impairment, if any, plus or minus changes from observable price changes.

For equity investments that do not have a readily determinable fair value, we measure these investments at cost minus impairment, if any, plus or minus changes from observable price changes.

All intercompany accounts and transactions have been eliminated in consolidation.

18 unchanged sentences

We operate in Argentina through wholly owned subsidiaries and a smaller controlled subsidiary (together "Brink's Argentina").

Revenues from Brink's Argentina represented approximately 5 % of our consolidated revenues for the first nine months of 2022 and 4 % of our consolidated revenues for the first nine months of 2021.

Revenues from Brink's Argentina represented approximately 4 % of our consolidated revenues for the first three months of 2023 and 5 % of our consolidated revenues for the first three months of 2022.

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

In the first three months of 2023 and 2022, the Argentine peso declined approximately 14 % (from 178.6 to 208.3 pesos to the U.S.

dollar) and approximately 7 % (from 103.1 to 111.1 pesos to the U.S.

4 unchanged sentences

Argentine peso-denominated monetary assets and liabilities are remeasured at each balance sheet date using the currency exchange rate then in effect, with currency remeasurement gains and losses recognized in earnings.

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

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

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

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

At September 30, 2022, we had net nonmonetary assets of $ 162.8 million (including $ 99.8 million of goodwill, $ 1.7 million in equity securities denominated in Argentine pesos and $ 21.0 million in debt securities denominated in Argentine pesos).

In the first three months of 2023, we recognized a $ 9.8 million pretax remeasurement loss.

In the first three months of 2022, we recognized a $ 4.9 million pretax remeasurement loss.

At March 31, 2023, Argentina's economy remains highly inflationary for accounting purposes.

At March 31, 2023, we had net monetary assets denominated in Argentine pesos of $ 66.0 million (including cash of $ 58.9 million).

At March 31, 2023, we had net nonmonetary assets of $ 168.6 million (including $ 99.8 million of goodwill, $ 1.7 million in equity securities denominated in Argentine pesos and $ 28.2 million in debt securities denominated in Argentine pesos).

At December 31, 2022, we had net monetary assets denominated in Argentine pesos of $ 66.2 million (including cash of $ 57.7 million) and net nonmonetary assets of $ 168.2 million (including $ 99.8 million of goodwill, $ 1.9 million in equity securities denominated in Argentine pesos and $ 27.4 million in debt securities denominated in Argentine pesos).

4 unchanged sentences

Conversions under these other market mechanisms generally settle at rates that are less favorable than the rates at which we remeasure the financial statements of Brink’s Argentina.

We did not have any such conversion losses in the nine months ended September 30, 2022 or September 30, 2021.

We did not have any such conversion losses in the three months ended March 31, 2023 or March 31, 2022.

Although the Argentine government has implemented currency controls, Brink’s management continues to provide guidance and strategic oversight, including budgeting and forecasting for Brink’s Argentina.

9 unchanged sentences

We review goodwill for impairment annually, as of October 1, and whenever events or circumstances in interim periods indicate that it is more likely than not that an impairment may have occurred.

Impairment indicators were reviewed as of September 30, 2022 and we concluded that there were no indicators that would more likely than not reduce the fair value of a reporting unit below its carrying amount.

Impairment indicators were reviewed as of March 31, 2023 and we concluded that there were no indicators that would more likely than not reduce the fair value of a reporting unit below its carrying amount.

We will continue to monitor results in future periods to determine whether any indicators of impairment exist that would cause us to perform an impairment review.

2 unchanged sentences

In connection with these offerings, we take temporary title to certain customers' cash, which is included as restricted cash in our financial statements due to customer agreement or regulation.

In addition, in accordance with a revolving credit facility, as of September 30, 2022, we are required to maintain a restricted cash reserve of $ 22.5 million ($ 15.0 million at December 31, 2021) and, due to this contractual restriction, we have classified these amounts as restricted cash in our condensed consolidated balance sheet.

New Accounting Standards

In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740):

Simplifying the Accounting for Income Taxes , which removes certain exceptions for recognizing deferred taxes for investments, performing intraperiod tax allocations and calculating income taxes in interim periods.

The ASU also adds guidance to reduce complexity in certain areas, including recognizing deferred taxes for tax goodwill and allocating taxes to members of a consolidated group.

ASU 2019-12 was effective for us on January 1, 2021.

We recognized a cumulative-effect adjustment increasing retained earnings by $ 0.5 million on January 1, 2021.

In addition, in accordance with a revolving credit facility, as of March 31, 2023, we are required to maintain a restricted cash reserve of $ 42.0 million ($ 40.7 million at December 31, 2022) and, due to this contractual restriction, we have classified these amounts as restricted cash in our condensed consolidated balance sheet.

Note 2 - Revenue from Contracts with Customers

Performance Obligations

We provide various services to meet the needs of our customers and we group these service offerings into three broad categories:

Core Services, High-Value Services and Other Security Services.

Core Services

Cash-in-transit ("CIT") and basic ATM services are core services we provide to customers throughout the world.

We charge customers per service performed or based on the value of goods transported.

CIT services generally involve the secure transportation of cash, securities and other valuables between businesses, financial institutions and central banks.

We provide various services to meet the needs of our customers and we group these service offerings into two broad categories:

Cash and Valuables Management;

and Digital Retail Solutions ("DRS") and ATM Managed Services ("AMS").

Cash and Valuables Management

Cash and valuables management services are provided to customers throughout the world.

Cash-in-transit services include the secure transportation of cash, securities and other valuables between businesses, financial institutions and central banks.

Basic ATM management services include cash replenishment, treasury management and first and second line maintenance.

High-Value Services

Our high-value services leverage our brand, global infrastructure and core services and include cash management services, tech-enabled solutions (including digital retail solutions and ATM managed services), global services and payment services.

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

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

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

Our global services business provides secure ground, sea and air transportation and storage of highly-valued commodities including diamonds, jewelry, precious metals and other valuables.

We also provide payment services which include bill payment and processing services on behalf of utility companies and other service providers plus general purpose reloadable prepaid cards and payroll cards.

Other Security Services

Our other security services feature the protection of airports, offices, warehouses, stores, and public venues in Europe, Rest of World and Latin America.

Our global services business provides secure transport of high-value commodities including diamonds, jewelry, precious metals, securities, banknotes, currency, high-tech devices, electronics and pharmaceuticals.

Additional global services include pick-up, packaging, customs clearance, secure vault storage and inventory management.

We also offer a variety of cash management services including money processing (e.g., counting, sorting, wrapping, checking condition of bills, etc.), check imaging and other cash management services (e.g., cashier balancing, counterfeit detection, account consolidation and electronic reporting).

Our vaulting services combine cash-in-transit services, cash management services, vaulting and electronic reporting technologies to help banks expand into new markets while minimizing investment in vaults and branch facilities.

In addition to providing secure storage, we process deposits, provide check imaging and reconciliation services, perform currency inventory management, process ATM replenishment orders and electronically transmit banking transactions.

Digital Retail Solutions and ATM Managed Services

DRS and AMS are technology enabled services provided to customers throughout the world.

DRS includes services that leverage Brink’s tech-enabled sales and software platforms to simplify cash acceptance, enables merchants to access their cash without visiting a bank and provide customers with enhanced analytics and visibility.

DRS includes our patented Brink’s Complete TM and CompuSafe® services.

AMS provides comprehensive services beyond basic ATM services including cash forecasting, cash optimization, ATM remote monitoring, service call dispatching, transaction processing, and installation services.

These services allow financial institutions, retailers and independent ATM owners to outsource day-to-day operation of ATMs.

For certain customers, we take ownership of ATM devices as part of our managed services offering.

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.

15 unchanged sentences

(In millions)

Core Services High-Value Services Other Security Services Total

Three months ended September 30, 2022

Reportable Segments:

North America $ 198.7 201.9 — 400.6

Latin America 175.8 119.2 6.1 301.1

Europe 94.2 92.0 33.8 220.0

Rest of World 54.5 148.1 12.4 215.0

Total reportable segments $ 523.2 561.2 52.3 1,136.7

Three months ended September 30, 2021

Reportable Segments:

North America $ 178.1 182.6 — 360.7

Latin America 171.0 113.3 5.0 289.3

Europe 119.4 81.8 36.8 238.0

Rest of World 56.6 117.6 13.3 187.5

Total reportable segments $ 525.1 495.3 55.1 1,075.5

Nine months ended September 30, 2022

Cash and Valuables Management DRS and AMS Total

Three months ended March 31, 2023

Reportable Segments:

4 unchanged sentences

Total reportable segments $ 948.9 236.5 1,185.4

Nine months ended September 30, 2021

Three months ended March 31, 2022

Reportable Segments:

4 unchanged sentences

Total reportable segments $ 916.4 157.6 1,074.0

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.

9 unchanged sentences

The retention amounts are reported as contract assets until we have the right to bill the customer for these amounts.

Contract assets expected to be collected within one year ($ 4.3 million at September 30, 2022) are included in prepaid expenses and other on the condensed consolidated balance sheet.

Amounts not expected to be billed and collected within one year ($ 4.3 million at September 30, 2022) are reported in other assets on the condensed consolidated balance sheet.

Contract assets expected to be collected within one year ($ 7.7 million at March 31, 2023) are included in prepaid expenses and other on the condensed consolidated balance sheet.

Amounts not expected to be billed and collected within one year ($ 8.6 million at March 31, 2023) are reported in other assets on the condensed consolidated balance sheet.

Contract Liabilities

4 unchanged sentences

Opening (January 1, 2023) $ 862.2 12.6 17.0

Closing (September 30, 2022) 787.7 8.6 13.9

Increase (decrease) $ 85.9 2.3 ( 4.0 )

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

Closing (March 31, 2023) 876.9 16.3 18.1

Increase $ 14.7 3.7 1.1

The amount of revenue recognized in the three months ended March 31, 2023 that was included in the January 1, 2023 contract liabilities balance was $ 5.1 million.

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

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

Revenue recognized in the three months ended March 31, 2023 from performance obligations satisfied in the prior year was not significant.

This revenue is a result of changes in the transaction price of our contracts with customers.

1 unchanged sentence

Sales commissions directly related to obtaining new contracts with customers are capitalized when incurred and are then amortized to expense ratably over the term of the contracts.

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

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

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

At March 31, 2023, the net capitalized costs to obtain contracts was included in other assets on the condensed consolidated balance sheet.

The capitalized amounts at March 31, 2023 and December 31, 2022 were $ 4.0 million and $ 3.7 million, respectively.

The amortization expense in the first three months of 2023 and 2022 was $ 0.5 million and $ 0.3 million, respectively.

Practical Expedients

18 unchanged sentences

Net charges related to a change in the methodology for estimating the allowance for doubtful accounts have been excluded from segment results.

We have also excluded from our segment results net charges related to an internal loss in our U.S.

global services operations.

The net impact of the internal losses has included estimated bad debt expense for uncollectible receivables as well as legal costs to recover losses from insurance.

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

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

3 unchanged sentences

• Latin America – operations in Latin American countries where we have an ownership interest, including the BGS line of business,

This segment includes operations in Mexico, which was previously reported in the North America segment,

• Europe – total operations in European countries that primarily provide services outside of the BGS line of business, and

1 unchanged sentence

This segment also includes total operations in European countries that primarily provide BGS services and BGS activity in Latin American countries where we do not have an ownership interest.

Prior to 2021, all business units within the operating segments followed an internal Brink's accounting policy for determining an allowance for doubtful accounts and recognizing bad debt expense.

The allowance amounts reported by the operating segments were then reconciled to the required U.S.

GAAP estimated consolidated allowance amount, and any differences were reported as part of Corporate expenses.

During the first quarter of 2021, we changed the allowance calculation method of the U.S.

business within the North America operating segment, in order to more closely align it with U.S.

GAAP requirements.

Differences between U.S.

GAAP and existing internal policy were not significant for all other business units within the operating segments, and so no other changes were made, and reconciling amounts for those units will continue to be reported as part of Corporate expense.

For the North America segment, the impact of this change in reporting was to reduce the segment allowance and to increase segment operating profit by $ 12.3 million in the first quarter of 2021.

There was no net impact to condensed consolidated results, as a corresponding offsetting adjustment occurred on Corporate expenses.

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:

Operating Profit

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

(In millions)

2022 2021 2022 2021

Reportable Segments:

North America

$ 400.6 360.7 38.2 25.0

Latin America

301.1 289.3 66.5 64.6

Europe 220.0 238.0 25.9 28.1

Rest of World

215.0 187.5 48.3 31.9

Total reportable segments

1,136.7 1,075.5 178.9 149.6

Reconciling Items:

Corporate expenses:

General, administrative and other expenses

— — ( 57.0 ) ( 34.8 )

Foreign currency transaction gains (losses)

Reconciliation of segment policies to GAAP (a)

— — 1.3 ( 0.3 )

Other items not allocated to segments:

Reorganization and Restructuring (b)

— — ( 19.6 ) ( 14.0 )

Acquisitions and dispositions (c)

— — ( 35.7 ) ( 16.6 )

Argentina highly inflationary impact (d)

— — ( 12.0 ) ( 2.3 )

Change in allowance estimate (e)

Chile antitrust matter (f)

— — ( 0.3 ) ( 9.5 )

Internal loss (g)

$ 1,136.7 1,075.5 $ 59.5 74.2

Operating Profit

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

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

(In millions)

14 unchanged sentences

— — ( 42.6 ) ( 28.5 )

Foreign currency transaction gains (losses)

Foreign currency transaction gains

Reconciliation of segment policies to GAAP (a)

— — 4.0 ( 11.8 )

Other items not allocated to segments:

9 unchanged sentences

— — ( 0.2 ) —

Internal loss (g)

$ 1,185.4 1,074.0 $ 79.8 62.4

7 unchanged sentences

(e) Represents impact of a change in our methodology to estimate our allowance for doubtful accounts in the first quarter of 2022.

See Note 1 and Note 10 for further details.

See Note 1 for further details.

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

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

global services operations.

The credits result from collection of previously reserved accounts receivable.

Note 4 - Retirement benefits

5 unchanged sentences

(In millions) 2023 2022 2023 2022 2023 2022

Three months ended September 30,

Service cost $ — — 2.0 2.1 2.0 2.1

Interest cost on projected benefit obligation 5.8 5.3 3.2 3.0 9.0 8.3

Return on assets – expected ( 12.1 ) ( 11.8 ) ( 3.2 ) ( 3.1 ) ( 15.3 ) ( 14.9 )

Amortization of losses 5.9 8.4 0.5 1.7 6.4 10.1

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

Settlement loss — — 0.1 0.3 0.1 0.3

Net periodic pension cost $ ( 0.4 ) 1.9 2.5 4.0 2.1 5.9

Nine months ended September 30,

Three months ended March 31,

Service cost $ — — 1.8 2.1 1.8 2.1

2 unchanged sentences

Amortization of losses 0.5 5.8 0.4 0.5 0.9 6.3

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

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

Settlement loss — — 0.1 0.4 0.1 0.4

1 unchanged sentence

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

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

pension plan in 2022 or the first three months of 2023.

Based on current assumptions described in our Annual Report on Form 10-K for the year ended December 31, 2022, we do not expect to make contributions to the primary U.S.

pension plan in the foreseeable future.

pension plan until 2026.

Retirement benefits other than pensions

5 unchanged sentences

(In millions) 2023 2022 2023 2022 2023 2022

Three months ended September 30,

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

Return on assets – expected ( 3.3 ) ( 3.1 ) — — ( 3.3 ) ( 3.1 )

Amortization of losses 2.4 4.3 1.8 2.3 4.2 6.6

Amortization of prior service cost ( 1.2 ) ( 1.2 ) ( 0.1 ) — ( 1.3 ) ( 1.2 )

Net periodic postretirement cost $ 0.4 2.4 2.6 3.1 3.0 5.5

Nine months ended September 30,

Three months ended March 31,

Service cost $ — — 0.1 — 0.1 —

6 unchanged sentences

Note 5 - Income taxes

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

2022 2021 2022 2021

Three Months Ended March 31,

Continuing operations

3 unchanged sentences

Statutory Rate

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

The effective income tax rate on continuing operations in the first three months of 2023 was greater than the 21% U.S.

statutory rate due to the geographical mix of earnings, the seasonality of book losses for which no tax benefit can be recorded, nondeductible expenses in Mexico, taxes on cross border payments and U.S.

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

2022 Compared to U.S.

Statutory Rate

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

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

2 unchanged sentences

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

2021 Compared to U.S.

Statutory Rate

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

statutory rate primarily due to the geographical mix of earnings, the seasonality of book losses for which no tax benefit can be recorded, nondeductible expenses in Mexico, taxes on cross border payments and U.S.

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

Valuation Allowance-Tax Credits

9 unchanged sentences

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

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

deferred tax assets, resulting in a $ 58.3 million benefit in our provision for income taxes for the three months ended March 31, 2022.

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

tax laws could occur and may require us to change our assessment of the ultimate amounts we consider more-likely-than-not to be realized.

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

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

Note 6 - Acquisitions and Dispositions

2 unchanged sentences

The condensed consolidated statements of operations include the results of operations for each acquired entity from the date of acquisition.

PAI, Midco, Inc.

On April 1, 2021 , we acquired 100 % of the capital stock of PAI Midco, Inc., which directly or indirectly owns 100% of the ownership interests in four additional entities (collectively, "PAI"), for approximately $ 216 million.

PAI was the largest privately-held provider of ATM services in the U.S.

and generated approximately $ 94 million in revenues in 2020.

We estimated fair values for the assets purchased, liabilities assumed and purchase consideration as of the date of the acquisition.

The determination of estimated fair value required management to make significant estimates and assumptions.

We finalized our purchase price accounting for PAI in the first quarter of 2022.

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

G4S ("G4S") Acquisitions

On February 26, 2020, we announced that we agreed to acquire the majority of the cash management operations of U.K.-based G4S, with closings planned in multiple phases in 2020.

In March 2020, we acquired 100 % of the capital stock of G4S International Logistics Group Limited ("G4Si"), a company which directly or indirectly owns controlling interests in multiple businesses providing secure international transportation of valuables.

From the second quarter of 2020 through the first quarter of 2021, we acquired cash management operations from G4S located in the Netherlands, Belgium, Ireland, Hong Kong, Cyprus, Romania, the Czech Republic, Malaysia, the Dominican Republic, the Philippines, Indonesia, Estonia, Latvia, Lithuania, Macau, Luxembourg and Kuwait.

For the majority of these acquisitions, we acquired 100 % of the ownership interests.

In Malaysia, the Dominican Republic, the Philippines, Indonesia and Kuwait, we acquired ownership interests of less than 100 %.

We believe that we meet the accounting criteria for consolidating these subsidiaries.

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

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

The G4S businesses acquired generated approximately $ 800 million in annual revenues in 2019.

There is contingent consideration related to the acquisition of the Malaysia operations.

The consideration will be paid when minimum dividend distributions are received by Brink's relating to cash on the balance sheets of the Malaysia subsidiaries as of the acquisition date.

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

The fair value of the contingent consideration at the acquisition date was the full $ 22 million that remains potentially payable as of September 30, 2022 as we believe it is unlikely that the contingent consideration payments will be reduced.

We estimated fair values for the assets purchased, liabilities assumed and purchase consideration as of the date of the acquisition.

NoteMachine Limited Acquisition

On October 3, 2022 , we acquired 100 % of the capital stock of NoteMachine Limited and Testlink Services Limited.

At the acquisition date, these two entities directly owned 100% of the ownership interests in three additional entities (collectively, the five entities are referred to as "NoteMachine").

We acquired the NoteMachine businesses for approximately $ 194 million.

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

NoteMachine generated approximately $ 150 million in revenues in the twelve month period prior to the acquisition.

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 2021 for the businesses we acquired in 2020.

For the remaining businesses acquired from G4S in 2021, we finalized our purchase accounting in the first quarter of 2022.

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

The amounts reported are considered provisional as we are completing the valuations that are required to allocate the purchase price in areas such as property and equipment, deferred tax assets and liabilities and goodwill.

As a result, the allocation of the provisional purchase price may change in the future.

(In millions) Estimated Fair Value at Acquisition Date

Fair value of purchase consideration

Cash paid through March 31, 2023 $ 183.6

Contingent consideration not yet paid 10.1

Fair value of purchase consideration $ 193.7

Fair value of net assets acquired

Restricted cash 15.3

Accounts receivable 37.9

Other current assets 14.5

Property and equipment, net 39.9

Intangible assets (a)

Other noncurrent assets 6.2

Current liabilities ( 50.3 )

Other noncurrent liabilities ( 22.0 )

Fair value of net assets acquired $ 193.7

(a) Intangible assets are composed of customer relationships ($ 47 million fair value and 13 year amortization period), developed technology ($ 27 million fair value and 12 year amortization period) and a trade name ($ 10 million fair value and 5 year amortization period).

(b) Consists of intangible assets that do not qualify for separate recognition, combined with synergies expected from integrating NoteMachine's operations with our existing Brink's operations.

Goodwill of $ 60 million has been assigned to the Europe reporting unit and goodwill of $ 1 million has been assigned to the North America reporting unit.

We do not expect goodwill in these reporting units to be deductible for tax purposes.

Touchpoint 21 Acquisition

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

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

We have determined that this acquisition represents a business combination and we have recorded acquired assets and liabilities at estimated fair value.

The purchase consideration is approximately $ 15 million.

Actual and Pro Forma (unaudited) disclosures

Below are the actual results included in Brink's consolidated results for the businesses we acquired in 2022 and the first three months of 2023.

(In millions) Revenue Net income attributable to Brink's

Three months ended March 31, 2023

NoteMachine $ 34.1 ( 1.1 )

Total $ 34.1 ( 1.1 )

Three months ended March 31, 2022

NoteMachine — —

The pro forma consolidated results of Brink's presented below reflect a hypothetical ownership as of January 1, 2021 for the businesses we acquired during 2022.

(In millions) Revenue Net income attributable to Brink's

Pro forma results of Brink's for the three months ended March 31,

Brink's as reported $ 1,185.4 15.0

NoteMachine (a)

Total $ 1,185.4 15.0

Brink's as reported $ 1,074.0 71.3

NoteMachine (a)

Total $ 1,110.0 71.9

(a) Represents amounts prior to acquisition by Brink's.

Argentina Union Payments

8 unchanged sentences

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

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

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

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

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

Acquisition Costs

We have incurred $ 2.7 million in transaction costs related to business acquisitions in the first nine months of 2022 (compared to $ 5.4 million in the first nine months of 2021).

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

Brink's Argentina management finalized negotiations with the Maco Transportadora and Maco Litoral unions and has agreed to pay amounts to the union members in monthly installments through June 2024.

We recognized $ 12.5 million in related costs in 2022.

In the first quarter of 2023, we recognized a $ 3.3 million charge for an inflation-adjusted labor increase to the expected payments.

Changes in the liability as a result of currency-related remeasurement are reflected in our operating results as described in Note 1.

Changes in the liability as a result of labor rate increases are reflected as acquisition-related costs.

Due to the fact that management has excluded these amounts when evaluating internal performance, we have excluded the amounts from segment results.

Note 7 - Accumulated other comprehensive income (loss)

8 unchanged sentences

Income (Loss)

Three months ended September 30, 2022

Amounts attributable to Brink's:

Benefit plan adjustments $ ( 0.6 ) 0.2 9.4 ( 2.2 ) 6.8

Foreign currency translation adjustments (b)

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

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

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

( 24.7 ) ( 10.7 ) 8.2 ( 1.9 ) ( 29.1 )

Amounts attributable to noncontrolling interests:

Foreign currency translation adjustments ( 4.0 ) — — — ( 4.0 )

( 4.0 ) — — — ( 4.0 )

Benefit plan adjustments (a)

( 0.6 ) 0.2 9.4 ( 2.2 ) 6.8

Foreign currency translation adjustments (b)

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

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

0.7 ( 0.9 ) — — ( 0.2 )

Gains (losses) on cash flow hedges (d)

12.0 ( 2.7 ) 0.2 — 9.5

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

Three months ended September 30, 2021

Amounts attributable to Brink's:

Benefit plan adjustments $ 6.0 ( 1.1 ) 15.3 ( 3.6 ) 16.6

Foreign currency translation adjustments (b)

( 38.4 ) ( 2.3 ) ( 1.5 ) 0.4 ( 41.8 )

Gains (losses) on cash flow hedges 5.8 ( 2.2 ) ( 2.9 ) 1.4 2.1

( 26.6 ) ( 5.6 ) 10.9 ( 1.8 ) ( 23.1 )

Amounts attributable to noncontrolling interests:

Foreign currency translation adjustments ( 1.3 ) — — — ( 1.3 )

( 1.3 ) — — — ( 1.3 )

Benefit plan adjustments (a)

6.0 ( 1.1 ) 15.3 ( 3.6 ) 16.6

Foreign currency translation adjustments (b)

( 39.7 ) ( 2.3 ) ( 1.5 ) 0.4 ( 43.1 )

Gains (losses) on cash flow hedges (d)

5.8 ( 2.2 ) ( 2.9 ) 1.4 2.1

$ ( 27.9 ) ( 5.6 ) 10.9 ( 1.8 ) ( 24.4 )

Amounts Arising During

the Current Period Amounts Reclassified to

Net Income (Loss)

(In millions) Pretax Income

Tax Pretax Income

Tax Total Other

Comprehensive

Income (Loss)

Nine months ended September 30, 2022

Three months ended March 31, 2023

Amounts attributable to Brink's:

17 unchanged sentences

$ 34.0 3.1 ( 1.1 ) — 36.0

Nine months ended September 30, 2021

Three months ended March 31, 2022

Amounts attributable to Brink's:

2 unchanged sentences

35.1 ( 0.4 ) ( 1.5 ) 0.4 33.6

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

Gains (losses) on cash flow hedges ( 1.2 ) 2.1 14.6 ( 4.8 ) 10.7

1 unchanged sentence

Amounts attributable to noncontrolling interests:

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

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

4 unchanged sentences

33.6 ( 0.4 ) ( 1.5 ) 0.4 32.1

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

( 0.4 ) — — — ( 0.4 )

Gains (losses) on cash flow hedges (d)

4 unchanged sentences

Total service cost is allocated between cost of revenues and selling, general and administrative expenses on a plan-by-plan basis and the remaining net periodic retirement benefit cost items are allocated to interest and other nonoperating expense:

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

Three Months Ended March 31,

(In millions) 2023 2022

3 unchanged sentences

Interest and other nonoperating expense 0.7 4.8

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

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

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

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

(b) 2023 foreign currency translation adjustment amounts arising during the three months ended March 31, 2023 reflect primarily the appreciation of the Mexican peso, the Brazilian real, the Chilean peso, the euro, and the British pound.

2022 foreign currency translation adjustment amounts arising during the three months ended March 31, 2022 reflect primarily the appreciation of the Brazilian real and the Mexican peso, partially offset by the devaluation of the euro and British pound.

(c) Gains and losses on sales of available-for-sale debt securities are reclassified from accumulated other comprehensive income (loss) to the condensed consolidated statements of operations when the gains or losses are realized.

1 unchanged sentence

(d) Pretax gains and losses on cash flow hedges are classified in the condensed consolidated statements of operations as:

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

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

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

as well as $ 5.4 million of expense in the nine months ended September 30, 2022 and $ 8.4 million of expense in the nine months ended September 30, 2021).

• ot her operating income (expense) ($ 3.4 million loss in the three months ended March 31, 2023 and $ 11.8 million gain in the three months ended March 31, 2022) and

• interest expense ($ 3.7 million reduction to expense in the three months ended March 31, 2023 and $ 2.8 million of expense in the three months ended March 31, 2022 ).

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

4 unchanged sentences

Other comprehensive income (loss) attributable to Brink's ( 0.1 ) 43.6 ( 1.2 ) ( 6.5 ) 35.8

Acquisitions of noncontrolling interests — 0.1 — — 0.1

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

Balance as of March 31, 2023 $ ( 290.8 ) ( 390.2 ) ( 1.8 ) 18.1 ( 664.7 )

Note 8 - Fair value of financial instruments

4 unchanged sentences

The fair value and carrying value of our material fixed-rate debt, excluding any unamortized debt issuance costs, are as follows:

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

(In millions) March 31, 2023 December 31, 2022

$600 million senior unsecured notes

10 unchanged sentences

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

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

These foreign currency forward and swap contracts primarily offset exposures in the euro, the Mexican peso, and the Chilean peso and are not designated as hedges for accounting purposes.

At March 31, 2023, the notional value of our outstanding foreign currency forward and swap contracts was $ 479 million, with average maturities of approximately one month .

These foreign currency forward and swap contracts primarily offset exposures in the euro and the Mexican peso and are not designated as hedges for accounting purposes.

Accordingly, changes in their fair value are recorded immediately in earnings.

At September 30, 2022, the fair value of our short term foreign currency contracts was a net asset of approximately $ 8.2 million, of which $ 10.7 million was included in prepaid expenses and other and $ 2.5 million was included in accrued liabilities on the condensed consolidated balance sheet.

At December 31, 2021, the fair value of these foreign currency contracts was a net asset of approximately $ 1.9 million, of which $ 3.4 million was included in prepaid expenses and other and $ 1.5 million was included in accrued liabilities on the condensed consolidated balance sheet.

At March 31, 2023, the fair value of our short term foreign currency contracts was a net asset of approximately $ 0.3 million of which $ 4.0 million was included in prepaid expenses and other and $ 3.7 million was included in accrued liabilities on the condensed consolidated balance sheet.

At December 31, 2022, the fair value of these foreign currency contracts was a net liability of approximately $ 7.0 million of which $ 3.5 million was included in prepaid expenses and other and $ 10.5 million was included in accrued liabilities on the condensed consolidated balance sheet.

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

Ended September 30, Nine Months

Ended September 30,

2022 2021 2022 2021

Derivative instrument gains (losses) included in other operating income (expense) $ 25.4 6.3 $ 58.4 14.5

Ended March 31,

(in millions) 2023 2022

Derivative instrument gains included in other operating income (expense) $ 8.2 18.9

In the first quarter of 2019, we entered into a long term cross currency swap contract to hedge exposure in Brazilian real, which is designated as a cash flow hedge for accounting purposes.

3 unchanged sentences

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

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

At September 30, 2022, the fair value of the long term cross currency swap contract was a $ 16.7 million net asset, of which $ 7.2 million is included in prepaid expenses and other and $ 9.5 million is included in other assets on the condensed consolidated balance sheet.

At December 31, 2021, the fair value of the long term cross currency swap contract was a $ 26.3 million net asset, of which a $ 5.8 million asset was included in prepaid expenses and other and a $ 20.5 million asset was included in other assets on the condensed consolidated balance sheet.

At March 31, 2023, the notional value of this long term contract was $ 47 million with a weighted-average maturity of 0.4 years.

At March 31, 2023, the fair value of the long term cross currency swap contract was an asset of $ 11.6 million and was included in prepaid expenses and other on the condensed consolidated balance sheet.

At December 31, 2022, the fair value of the long term cross currency swap contract was an asset of $ 14.6 million and included in prepaid expenses and other on the condensed consolidated balance sheet.

Amounts under this contract were recognized in other operating income (expense) to offset transaction gains or losses and in interest expense as follows:

Ended September 30, Nine Months

Ended September 30,

Ended March 31,

(In millions) 2023 2022

Derivative instrument gains (losses) included in other operating income (expense) $ 0.3 5.7 $ ( 6.2 ) 0.1

Offsetting transaction gains (losses) ( 0.3 ) ( 5.7 ) 6.2 ( 0.1 )

Derivative instrument losses included in other operating income (expense) $ ( 3.4 ) ( 11.8 )

Offsetting transaction gains 3.4 11.8

Derivative instrument losses included in interest expense ( 0.3 ) ( 0.4 )

Net derivative instrument gains (losses) — 5.4 ( 7.2 ) ( 1.0 )

Net derivative instrument losses ( 3.7 ) ( 12.2 )

In the first quarter of 2019, we entered into ten interest rate swaps that hedge cash flow risk associated with changes in variable interest rates and that are designated as cash flow hedges for accounting purposes.

1 unchanged sentence

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

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

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

At December 31, 2021, the fair value of these interest rate swaps was a net liability of $ 13.9 million, of which $ 8.3 million was included in accrued liabilities and $ 5.6 million was included in other liabilities on the condensed consolidated balance sheet.

At March 31, 2023, the notional value of these contracts was $ 400 million with a remaining weighted-average maturity of 0.5 years.

At March 31, 2023, the fair value of these interest rate swaps was an asset of $ 7.7 million and was included in prepaid expenses and other on the condensed consolidated balance sheet.

At December 31, 2022, the fair value of these interest rate swaps was a net asset of $ 10.0 million of which $ 9.3 million was included in prepaid expenses and $ 0.7 million was included in other assets on the condensed consolidated balance sheet.

In the first quarter of 2022, we entered into four forward-starting interest rate swaps that hedge cash flow risk associated with changes in variable interest rates and that were designated as cash flow hedges for accounting purposes.

9 unchanged sentences

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

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

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

At March 31, 2023, the notional value of these contracts was $ 200 million with a remaining weighted-average maturity of 2.2 years.

At March 31, 2023, the fair value of these interest rate swaps was a net asset of $ 12.8 million of which $ 5.6 million was included in prepaid expenses and other and $ 7.2 million was included in other assets on the condensed consolidated balance sheet.

At December 31, 2022, the fair

value of these interest rate swaps was a net asset of $ 16.4 million of which $ 6.0 million was included in prepaid expenses and other and $ 10.4 million was included in other assets on the consolidated balance sheet.

In the fourth quarter of 2022, we entered into two interest rate swaps with a maturity date of June 2027.

These swaps are intended to hedge cash flow risk associated with changes in variable interest rates and were designated as cash flow hedges for accounting purposes.

Accordingly, changes in the fair value of these cash flow hedges are initially recorded in the gains (losses) on cash flow hedges component of accumulated other comprehensive income (loss).

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

At March 31, 2023, the notional value of these contracts was $ 175 million with a remaining weighted-average maturity of 2.2 years.

March 31, 2023, the fair value of these interest rate swaps was a net liability of $ 1.5 million of which $ 1.8 million was included in prepaid expenses and other and $ 3.3 million was included in other liabilities on the condensed consolidated balance sheet.

At December 31, 2022, the fair value of these interest rate swaps was a net asset of $ 1.0 million of which $ 2.0 million was included in prepaid expenses and other and $ 1.0 million was included in other liabilities on the condensed consolidated balance sheet.

In the second quarter of 2021, we entered into ten cross currency swaps to hedge a portion of our net investments in certain of our subsidiaries with euro functional currencies.

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Accordingly, changes in fair value attributable to changes in the undiscounted spot rates are recorded in the foreign currency translation adjustments component of accumulated other comprehensive income (loss) and will remain there until the hedged net investments are sold or substantially liquidated.

We have elected to exclude the spot-forward

difference from the assessment of hedge effectiveness and are amortizing this amount separately on a straight-line basis over the term of these cross currency swaps.

We have elected to exclude the spot-forward difference from the assessment of hedge effectiveness and are amortizing this amount separately on a straight-line basis over the term of these cross currency swaps.

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

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

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

At September 30, 2022, the fair value of these cross currency swaps was a net asset of $ 11.3 million of which $ 5.6 million was included in prepaid expenses and other and $ 5.7 million was included in other assets on the condensed consolidated balance sheet.

At December 31, 2021, the fair value of these cross currency swaps was a net asset of $ 28.5 million, of which $ 6.0 million was included in prepaid expenses and other and $ 22.5 million was included in other assets on the condensed consolidated balance sheet.

At March 31, 2023, the total notional value of these cross currency swap contracts was $ 400 million with a remaining weighted average maturity of 2.6 years for the cross currency swaps maturing in May 2026 and a remaining weighted average maturity of 6.5 years for the cross currency swaps maturing in April 2031.

At March 31, 2023, the fair value of these cross currency swaps was a net liability of $ 14.9 million of which $ 5.6 million was included in prepaid expenses and other and $ 20.5 million was included in other liabilities on the condensed consolidated balance sheet.

At December 31, 2022, the fair value of these cross currency swaps was a net liability of $ 11.7 million of which $ 5.6 million was included in prepaid expenses and other and $ 17.3 million was included in other liabilities on the condensed consolidated balance sheet.

The effect of the interest rate swaps and the amortization of the spot-forward difference on the net investment hedges cross currency swaps is included in interest expense as follows:

Ended September 30, Nine Months

Ended September 30,

Ended March 31,

(In millions) 2023 2022

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The fair values of these forward and swap contracts are based on the present value of net future cash payments and receipts, as well as inputs related to forward interest rates and forward currency rates that are derived principally from, or corroborated by, observable market data, which we have categorized as a Level 2 valuation.

Contingent Consideration

In the second quarter of 2020, we acquired cash management operations in Malaysia from U.K.-based G4S and have recorded a payable for contingent consideration.

The contingent consideration will be paid when minimum dividend distributions are received by Brink's relating to cash on the balance sheets of the Malaysia subsidiaries as of the acquisition date.

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

The fair value of the contingent consideration is the full $ 22 million that remains potentially payable as of March 31, 2023 as we believe it is unlikely that the contingent consideration payments will be reduced.

In the fourth quarter of 2022, we acquired NoteMachine and recognized a payable for contingent consideration, which consists of two components.

The first component is a payable based on post-acquisition increases in ATM cash withdrawal interchange fees through June 30, 2023.

The fair value of this payable was estimated at $ 4.3 million as of the October 3, 2022 acquisition date.

The second component is a payable contingent on our post-acquisition collection of ATM tax rate rebates from municipal governments in the U.K.

The fair value of this payable was estimated at $ 10.5 million as of the October 3, 2022 acquisition date.

Other Financial Instruments

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The financial statement carrying amounts of these items approximate the fair value.

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

There were no transfers in or out of any of the levels of the valuation hierarchy in the first three months of 2023.

Note 9 - Debt

September 30, December 31,

March 31, December 31,

(In millions) 2023 2022

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Total debt $ 3,370.9 3,402.8

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

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

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

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

(a) Amounts outstanding are net of unamortized debt costs of $ 4.8 million as of March 31, 2023 and $ 5.1 million as of December 31, 2022.

(b) Amounts outstanding are net of unamortized debt costs of $ 7.3 million as of March 31, 2023 and $ 7.9 million as of December 31, 2022.

(c) Other facilities include $ 74.2 million related to the Brink's Capital credit facility at March 31, 2023, compared to $ 106.8 million at December 31, 2022.

The facility had $ 1,547.3 million in borrowings and $ 1,579.9 million in repayments in the first three months of 2023, which is reflected in the long-term revolving credit facilities movement in the consolidated statements of cash flows.

Long-Term Debt

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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, 2022, $ 320 million was available under the Revolving Credit Facility.

As of March 31, 2023, $ 398 million was available under the Revolving Credit Facility.

The obligations under the Senior Secured Credit Facility are secured by a first-priority lien on all or substantially all of the assets of the Company and certain of its domestic subsidiaries, including a first-priority lien on equity interests of certain of the Company’s direct and indirect subsidiaries.

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The margin on both SOFR and alternate base rate borrowings under the Senior Secured Credit Facility is based on the Company’s total net debt leverage ratio.

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

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

The margin on SOFR borrowings, which can range from 1.25 % to 1.75 %, was 1.50 % at March 31, 2023.

The margin on alternate base rate borrowings, which can range from 0.25 % to 0.75 %, was 0.50 % as of March 31, 2023.

We also pay an annual commitment fee on the unused portion of the Revolving Credit Facility based on the Company’s total net leverage ratio.

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

The commitment fee, which can range from 0.15 % to 0.28 %, was 0.23 % as of March 31, 2023.

Senior Unsecured Notes

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Letter of Credit Facilities and Bank Guarantee Facilities

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

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

We have three committed letter of credit facilities totaling $ 70 million, of which approximately $ 11 million was available at March 31, 2023.

At March 31, 2023, we had undrawn letters of credit and guarantees of $ 59 million issued under these facilities.

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

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

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

The $ 40 million facility expires in March 2023.

The $ 15 million facility has no expiration date.

We have two uncommitted letter of credit facilities totaling $ 55 million, of which approximately $ 29 million was available at March 31, 2023.

At March 31, 2023, we had undrawn letters of credit and guarantees of $ 26 million issued under these facilities.

The $ 40 million and the $ 15 million facilities have no expiration date.

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

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An acceleration of the repayment terms under one agreement could trigger the acceleration of the repayment terms under the other financing agreements.

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

We were in compliance with all covenants at March 31, 2023.

Note 10 - Credit losses

We are exposed to credit losses primarily through sales of our Core and High-Value services to customers with operations in the U.S.

We are exposed to credit losses primarily through sales of our Cash and Valuable Management services and DRS and AMS services to customers with operations in the U.S.

as well as customers in more than 100 countries outside the U.S.

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We also monitor any significant economic events to identify any current or expected trends and risks within a pool that could impact the collectability of outstanding accounts receivables balances that were not contemplated or relevant during a previous period.

In the first quarter of 2022, as many of our regions begin to recover from the ongoing COVID-19 pandemic, we re-assessed earlier assumptions and estimates, and we further refined our methodology of estimating the allowance for doubtful accounts.

Our updated method now also includes an estimated allowance for accounts receivables significantly past due in order to adjust for at-risk receivables not captured in our previous method.

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

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

The following table is a rollforward of the allowance for doubtful accounts for the three month period ended March 31, 2023.

Allowance for doubtful accounts:

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Foreign currency exchange effects 0.2

September 30, 2022 $ 36.6

March 31, 2023 $ 39.0

Note 11 - Share-based compensation plans

We have share-based compensation plans to attract and retain employees and nonemployee directors and to more closely align their interests with those of our shareholders.

We have outstanding share-based awards granted to employees under the 2013 Equity Incentive Plan ("2013 Plan") and the 2017 Equity Incentive Plan (the "2017 Plan").

These plans permit grants of restricted stock, restricted stock units, performance stock, performance units, stock appreciation rights, stock options, as well as other share-based awards to eligible employees.

The 2013 Plan and the 2017 Plan also permit cash awards to eligible employees.

We have share-based compensation plans to attract and retain employees and non-employee directors and to more closely align their interests with those of our shareholders.

We have outstanding share-based awards granted to employees under the 2017 Equity Incentive Plan (the "2017 Plan").

The 2017 Plan permits 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 2017 Plan also permits cash awards to eligible employees.

The 2017 Plan became effective May 2017.

No further grants of awards will be made under the 2013 Plan, although awards previously granted remain outstanding.

During the first quarter ended March 31, 2023, the remaining outstanding awards granted under the 2013 Equity Incentive Plan (the "2013 Plan") were fully exercised.

No further grants of awards will be made under the 2013 Plan.

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, 2022 include performance share units, restricted stock units, deferred stock units, performance-based stock options, time-based stock options and certain awards that will be settled in cash.

Outstanding awards at March 31, 2023 include performance share units, restricted stock units, deferred stock units, performance-based stock options, time-based stock options and certain awards that will be settled in cash.

Compensation Expense

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

Compensation Expense Compensation Expense

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

Compensation Expense

Three Months Ended March 31,

(in millions) 2023 2022

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Deferred stock units and fees paid in stock 0.3 0.3

Performance-based stock options — — — 0.3

Time-based vesting stock options — 0.1

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We measured the fair value of these performance-based options at the grant date using a Monte Carlo simulation model.

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

The following table summarizes performance-based stock option activity during the first three months of 2023:

(in thousands)

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Outstanding balance as of December 31, 2022 446.2 $ 14.70

( 15.3 ) 17.92

Exercised ( 263.4 ) 12.47

Outstanding balance as of September 30, 2022

Outstanding balance as of March 31, 2023

182.8 $ 17.92

(a) Although the service condition had been met, these 2018 performance options expired in accordance with the terms of the underlying award agreement.

Time-Based Stock Options

We granted time-based stock options that contain only a service condition.

In 2020 and 2019, 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 2022:

The following table summarizes time-based stock option activity during the first three months of 2023:

(in thousands)

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Outstanding balance as of December 31, 2022 161.6 $ 21.41

Expired ( 15.5 ) 21.51

Outstanding balance as of September 30, 2022

Outstanding balance as of March 31, 2023

161.6 $ 21.41

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We measure the fair value of RSUs based on the price of Brink’s stock at the grant date, adjusted for a discount for dividends not received or accrued during the vesting period.

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

The following table summarizes RSU activity during the first three months of 2023:

(in thousands)

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Vested ( 113.8 ) 71.32

Nonvested balance as of September 30, 2022

Nonvested balance as of March 31, 2023

335.6 $ 65.52

Performance Share Units ("PSUs”)

We granted Internal Metric PSUs ("IM PSUs") and Relative Total Shareholder Return PSUs ("TSR PSUs").

IM PSUs contain a performance condition as well as a service condition.

Historically, we have granted Internal Metric PSUs ("IM PSUs") and Relative Total Shareholder Return PSUs ("TSR PSUs").

The majority of outstanding IM PSUs contain a performance condition as well as a service condition.

We measure the fair value of these PSUs based on the price of Brink’s stock at the grant date, adjusted for a discount for dividends not received or accrued during the vesting period.

For the IM PSUs granted in 2021, the performance period is from January 1, 2021 to December 31, 2022.

For the IM PSUs granted in 2021, the performance period is from January 1, 2021 to December 31, 2022 with an additional one year of service requirement after 2022.

For IM PSUs granted in 2022, the performance period is from January 1, 2022 to December 31, 2024.

TSR PSUs contain a market condition as well as a service condition.

We measure the fair value of PSUs containing a market condition at the grant date using a Monte Carlo simulation model.

For the TSR PSUs granted in 2020, the service period is from January 1, 2020 to December 31, 2022.

For IM PSUs granted in 2023, the performance period is from January 1, 2023 to December 31, 2025.

In 2023, we also granted IM PSUs to certain employees which contain a market condition, a performance condition, and a service condition.

We measure the fair value of IM PSUs containing a market condition at the grant date using a Monte Carlo simulation model.

Before 2023, we granted TSR PSUs containing a market condition as well as a service condition.

We measure the fair value of TSR PSUs at the grant date using a Monte Carlo simulation model.

For the TSR PSUs granted in 2021, the service period is from January 1, 2021 to December 31, 2023.

For the TSR PSUs granted in 2022, the service period is from January 1, 2022 to December 31, 2024.

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

The following table summarizes all PSU activity during the first three months of 2023:

(in thousands)

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( 171.5 ) 82.75

Nonvested balance as of September 30, 2022

Nonvested balance as of March 31, 2023

713.5 $ 72.15

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Deferred Stock Units ("DSUs")

We granted DSUs to our nonemployee directors.

We granted DSUs to our non-employee directors.

We measure the fair value of DSUs at the grant date, based on the price of Brink's stock, and, if applicable, adjusted for a discount for dividends not received or accrued during the vesting period.

1 unchanged sentence

DSUs granted prior to 2015, in general, will be paid out in shares of stock following separation from service.

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

The following table summarizes all DSU activity during the first three months of 2023:

(in thousands)

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Nonvested balance as of December 31, 2022 19.7 $ 54.74

Granted 18.6 54.67

Vested ( 13.0 ) 79.79

Nonvested balance as of September 30, 2022

Nonvested balance as of March 31, 2023

Note 12 - Capital Stock

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

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

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

At March 31, 2023, we had 100 million shares of common stock authorized and 46.4 million shares issued and outstanding.

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

On January 20, 2023, the Board declared a regular quarterly dividend of 20 cents per share payable on March 1, 2023 to shareholders of record on February 6, 2023.

On May 4, 2023, the Board declared a regular quarterly dividend of 22 cents per share payable on June 1, 2023 to shareholders of record on May 15, 2023.

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, 2022, we had the authority to issue up to 2.0 million shares of preferred stock with a par value of $ 10 per share.

At March 31, 2023, we had the authority to issue up to 2.0 million shares of preferred stock with a par value of $ 10 per share.

Share Repurchase Program

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

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

During the first quarter ended March 31, 2023, we repurchased a total of 247,422 shares of our common stock for an aggregate of $ 16.0 million and an average price of $ 64.79 per share.

These shares were retired upon repurchase.

At September 30, 2022, $ 223 million remained available under the 2021 Repurchase Program.

At March 31, 2023, $ 182 million remained available under the 2021 Repurchase Program.

Under the 2020 Repurchase Program, we entered into an accelerated share repurchase arrangement ("ASR") in the fourth quarter of 2021 and repurchased 1,742,160 shares in November 2021 in exchange for a $ 150 million upfront payment to a financial institution.

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Shares Used to Calculate Earnings per Share

Ended September 30, Nine Months

Ended September 30,

Ended March 31,

(In millions) 2023 2022

Weighted-average shares:

47.4 49.8 47.5 49.9

Effect of dilutive stock awards and options 0.7 0.5

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Antidilutive stock awards and options excluded from denominator (b)

0.5 0.2 0.7 0.2

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

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Additionally, nonvested units containing only a service requirement are also included in the computation of basic weighted-average shares when the requisite service period has been completed.

Accordingly, included in basic shares are 0.2 million in the three months and 0.3 million in the nine months ended September 30, 2022, and 0.3 million in the three months and 0.3 million in the nine months ended September 30, 2021.

Accordingly, included in basic shares are 0.3 million in the three months ended March 31, 2023, and 0.3 million in the three months ended March 31, 2022.

(b) Under the November 2021 ASR, based on our stock prices from November 1, 2021 to March 31, 2022, we would have received additional shares under the ASR if the

settlement date had been March 31, 2022.

Because the ASR settlement date did not occur until April 2022 and because any anticipated receipt of additional shares of our common stock would have been antidilutive, no amounts were included in the computation of diluted EPS.The antidilutive impact from the first quarter of 2022 will continue to have year-to-date antidilutive impact for the remainder of 2022.

The antidilutive impact from the first quarter of 2022 continued to have year-to-date antidilutive impact for the remainder of 2022.

Note 13 - Supplemental cash flow information

Ended September 30,

Ended March 31,

(In millions) 2023 2022

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The net cash flows from these transactions are treated as operating cash flows as the financial instruments are purchased specifically for resale and are generally sold within a short period of time from the date of purchase.

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

We did not have any such conversions in the first three months of 2023 or 2022.

Non-cash Investing and Financing Activities

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

We acquired $ 20.7 million in armored vehicles and other equipment under financing lease arrangements in the first three months of 2023 compared to $ 14.4 million in armored vehicles and other equipment acquired under financing lease arrangements in the first three months of 2022.

Loans Held for Investment

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The cash for which we have temporary title is restricted and cannot be used for any other purpose other than to service our customers who participate in this service offering.

Prior to the third quarter of 2020, as part of this service offering, we entered into lending arrangements with some of our customers.

Cash borrowed under these lending arrangements was used in the process of managing these customers' cash supply chains, was restricted and could not be used for any other purpose other than to service these customers.

In Malaysia, we offer ATM replenishment services to certain of our financial institution customers.

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In accordance with a revolving credit facility, we are required to maintain a restricted cash reserve of $ 42.0 million ($ 40.7 million at December 31, 2022) and, due to this contractual restriction, we have classified these amounts as restricted cash.

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

At March 31, 2023, we held $ 401.8 million of restricted cash ($ 187.5 million represented restricted cash held for customers and $ 158.2 million represented accrued liabilities).

At December 31, 2022, we held $ 438.5 million of restricted cash ($ 229.3 million represented restricted cash held for customers and $ 156.3 million represented accrued liabilities).

The following table provides a reconciliation of cash, cash equivalents, and restricted cash reported within the condensed consolidated balance sheets that sum to the total of the same such amounts shown in the condensed consolidated statements of cash flows.

September 30, December 31,

March 31, December 31,

(In millions) 2023 2022

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In October 2021, the FNE filed a complaint before the Chilean antitrust court alleging that Brink’s Chile (as well as competitor companies) engaged in collusion in 2017 and 2018 and requested that the court approve a fine of $ 30.5 million.

The Company has not had access to the FNE's investigative file nor to its evidence supporting the allegations.

The Company filed its response to the complaint in November 2022, which signaled the beginning of the evidentiary phase.

The Company intends to vigorously defend itself against the FNE's complaint.

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

In the first nine months of 2022, we recognized an additional $ 1.1 million adjustment to our estimated loss as a result of a change in currency rates.

In 2022, we recognized an additional $ 1.4 million adjustment and, in the first three months of 2023, we recognized an additional $ 0.2 million adjustment to our estimated loss.

The adjustments resulted from a change in currency rates.

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

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2022 Global Restructuring Plan

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

In the first quarter of 2023, management completed the review and approval of remaining actions included in the previously announced restructuring plan across our global business operations.

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

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

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

In total, we have recognized $ 32.6 million in charges under the program, including $ 10.4 million in the first quarter of 2023.

We expect total expenses from the program to be between $ 42 million and $ 48 million.

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

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Foreign currency exchange effects 0.2 — 0.2

Balance as of September 30, 2022 $ 12.4 — 12.4

Balance as of March 31, 2023 $ 14.7 — 14.7

Other Restructurings

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

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

We recognized $ 16.5 million net costs in the first nine months of 2022, primarily severance costs.

The majority of the costs from 2022 restructuring plans resulted from the exit of a line of business in a specific geography with most of the remaining costs due to management initiatives to address the COVID-19 pandemic.

For the restructuring actions that have not yet been completed, we expect to incur additional costs between $ 4 million and $ 6 million in future periods.

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

(In millions) Severance Costs Other Total

Balance as of January 1, 2022 $ 11.0 — 11.0

Expense 15.7 5.1 20.8

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

Accrual adjustment ( 4.3 ) — ( 4.3 )

Foreign currency exchange effects ( 1.2 ) — ( 1.2 )

Balance as of September 30, 2022 $ 6.1 — 6.1

Note 16 - Subsequent Events

Acquisition of ATM Services Provider

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

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

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

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

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

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

Share Repurchases

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

These shares were retired upon repurchase.

As a result of these actions, we recognized net costs of $ 11.7 million in the first three months of 2022, primarily severance costs.

We recognized $ 3.8 million net costs in the first three months of 2023, primarily severance costs.

The majority of the costs in both the 2023 and 2022 periods resulted from the exit of a line of business in a specific geography with most of the remaining costs due to management initiatives to address the COVID-19 pandemic.

THE BRINK’S COMPANY

1 unchanged sentence

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

What changed 10-Q

Item 1. Financial Statements