What changed in this filing

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Item 1. Financial Statements

2023-08-09 compared with 2023-05-10 · 345 added, 152 removed, 907 unchanged (35% of the section changed)

3 unchanged sentences

Condensed Consolidated Balance Sheets

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

(In millions, except for per share amounts) June 30, 2023 December 31, 2022

Current assets:

43 unchanged sentences

Condensed Consolidated Statements of Operations

Ended March 31,

Ended June 30, Six Months

Ended June 30,

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

35 unchanged sentences

Condensed Consolidated Statements of Comprehensive Income (Loss)

Ended March 31,

Ended June 30, Six Months

Ended June 30,

(In millions) 2023 2022 2023 2022

3 unchanged sentences

Benefit plan prior service costs ( 2.7 ) ( 1.2 ) ( 5.7 ) ( 2.5 )

Deferred profit sharing 0.3 — 0.3 —

Total benefit plan adjustments ( 2.4 ) 11.5 ( 2.3 ) 20.7

Foreign currency translation adjustments 15.7 ( 62.6 ) 59.1 ( 30.5 )

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

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

Unrealized net gains (losses) on available-for-sale securities 2.3 ( 0.3 ) 0.4 ( 0.7 )

Gains on cash flow hedges 15.7 11.8 7.0 25.2

Other comprehensive income before tax 31.3 ( 39.6 ) 64.2 14.7

Provision (benefit) for income taxes 1.0 — ( 2.1 ) 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

Other comprehensive income (loss) 30.3 ( 39.6 ) 66.3 9.8

Comprehensive income (loss) 65.4 ( 1.5 ) 119.7 122.1

Less comprehensive income (loss) attributable to noncontrolling interests — ( 2.0 ) 3.5 ( 0.6 )

Comprehensive income attributable to Brink's $ 65.4 0.5 $ 116.2 122.7

3 unchanged sentences

Condensed Consolidated Statements of Equity

Three Months ended March 31, 2023

Six Months ended June 30, 2023

(In millions) Shares Common

14 unchanged sentences

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

Net income — — — 32.1 — 3.0 35.1

Other comprehensive income (loss) — — — — 33.3 ( 3.0 ) 30.3

Shares repurchased ( 0.1 ) ( 0.1 ) ( 0.3 ) ( 1.1 ) — — ( 1.5 )

Dividends to:

Brink’s common shareholders ($ 0.22 per share)

— — — ( 10.2 ) — — ( 10.2 )

Noncontrolling interests — — — — — ( 2.4 ) ( 2.4 )

Share-based compensation:

Stock awards and options:

Compensation expense — — 8.3 — — — 8.3

Other share-based benefit transactions 0.1 0.1 0.2 ( 0.1 ) — — 0.2

Acquisitions of noncontrolling interests — — 0.3 — — ( 0.9 ) ( 0.6 )

Balance as of June 30, 2023 46.4 $ 46.4 694.9 431.4 ( 631.4 ) 122.9 664.2

* Accumulated other comprehensive income (loss)

Six Months ended June 30, 2022

(In millions) Shares Common

13 unchanged sentences

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

Net income — — — 35.1 — 3.0 38.1

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

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

Dividends to:

Brink’s common shareholders ($ 0.20 per share)

— — — ( 9.4 ) — — ( 9.4 )

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

Share-based compensation:

Stock awards and options:

Compensation expense — — 14.9 — — — 14.9

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

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

* Accumulated other comprehensive income (loss)

3 unchanged sentences

Condensed Consolidated Statements of Cash Flows

Ended March 31,

Ended June 30,

(In millions)

Cash flows from operating activities:

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

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

(Gain) loss from discontinued operations, net of tax

2 unchanged sentences

Deferred income taxes

( 0.2 ) ( 58.2 )

Loss on sale of property, equipment and marketable securities 1.6 0.6

Loss on business dispositions 2.0 —

Impairment losses

5 unchanged sentences

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

Increase in accounts receivable and income taxes receivable

(Increase) decrease in accounts receivable and income taxes receivable

5.8 ( 178.8 )

Decrease in accounts payable, income taxes payable and accrued liabilities

Increase (decrease) in accounts payable, income taxes payable and accrued liabilities

( 89.0 ) 50.0

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

Increase (decrease) in restricted cash held for customers ( 16.2 ) 3.5

Increase (decrease) in customer obligations

( 9.6 ) ( 0.1 )

Increase in prepaid and other current assets

( 3.3 ) ( 61.9 )

Net cash used in operating activities

( 1.0 ) ( 17.6 )

Net cash provided by operating activities

Cash flows from investing activities:

9 unchanged sentences

Other ( 0.4 ) —

Discontinued operations 0.9 —

Net cash used in investing activities ( 144.6 ) ( 102.5 )

8 unchanged sentences

Repayments ( 47.5 ) ( 42.0 )

Acquisition of noncontrolling interest ( 0.6 ) —

Cash paid for acquisition related settlements and obligations ( 9.7 ) ( 2.5 )

Debt financing costs — ( 5.5 )

Repurchase shares of Brink's common stock ( 17.5 ) —

7 unchanged sentences

Cash, cash equivalents and restricted cash:

Decrease ( 192.1 ) ( 40.5 )

Increase (decrease) ( 86.9 ) 15.2

Balance at beginning of period 1,410.5 1,086.7

22 unchanged sentences

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.

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

Due to the fact that management 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.

There was no additional impact in the first six months of 2023.

Consolidation

23 unchanged sentences

Other than nonmonetary equity securities, nonmonetary assets and liabilities do not fluctuate with changes in local currency exchange rates to the dollar.

For nonmonetary equity securities traded in highly inflationary economies, the fair market value of the equity securities are remeasured at the current exchange rates to determine gain or loss to be recorded in net income.

For nonmonetary equity securities traded in highly inflationary

economies, the fair market value of the equity securities are remeasured at the current exchange rates to determine gain or loss to be recorded in net income.

Revenues and expenses are translated at rates of exchange in effect during the year.

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

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.

Revenues from Brink's Argentina represented approximately 4 % of our consolidated revenues for the first six months of 2023 and 5 % of our consolidated revenues for the first six 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 three months of 2023 and 2022, the Argentine peso declined approximately 14 % (from 178.6 to 208.3 pesos to the U.S.

In the first six months of 2023 and 2022, the Argentine peso declined approximately 30 % (from 178.6 to 256.4 pesos to the U.S.

dollar) and approximately 18 % (from 103.1 to 125.0 pesos to the U.S.

4 unchanged sentences

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

In the first 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).

In the first six months of 2023, we recognized a $ 18.2 million pretax remeasurement loss.

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

At June 30, 2023, Argentina's economy remains highly inflationary for accounting purposes.

At June 30, 2023, we had net monetary assets denominated in Argentine pesos of $ 29.5 million (including cash of $ 24.7 million).

At June 30, 2023, we had net nonmonetary assets of $ 210.7 million (including $ 99.8 million of goodwill, $ 1.9 million in equity securities denominated in Argentine pesos and $ 71.6 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 three months ended March 31, 2023 or March 31, 2022.

We did not have any such conversions or related conversion losses in the six months ended June 30, 2023 or June 30, 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 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.

Impairment indicators were reviewed as of June 30, 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 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.

In addition, in accordance with a revolving credit facility, as of June 30, 2023, we are required to maintain a restricted cash reserve of $ 45.7 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

37 unchanged sentences

Cash and Valuables Management DRS and AMS Total

Three months ended March 31, 2023

Three months ended June 30, 2023

Reportable Segments:

4 unchanged sentences

Total reportable segments $ 963.6 252.6 1,216.2

Three months ended March 31, 2022

Three months ended June 30, 2022

Reportable Segments:

4 unchanged sentences

Total reportable segments $ 952.8 181.1 1,133.9

Six months ended June 30, 2023

Reportable Segments:

North America $ 611.0 188.3 799.3

Latin America 563.3 86.1 649.4

Europe 366.8 187.8 554.6

Rest of World 371.4 26.9 398.3

Total reportable segments $ 1,912.5 489.1 2,401.6

Six months ended June 30, 2022

Reportable Segments:

North America $ 587.0 183.4 770.4

Latin America 540.5 57.1 597.6

Europe 371.1 77.7 448.8

Rest of World 370.6 20.5 391.1

Total reportable segments $ 1,869.2 338.7 2,207.9

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 ($ 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 assets expected to be collected within one year ($ 6.7 million at June 30, 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 ($ 8.7 million at June 30, 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 (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.

Closing (June 30, 2023) 851.0 15.4 15.0

Increase (decrease) $ ( 11.2 ) 2.8 ( 2.0 )

The amount of revenue recognized in the six months ended June 30, 2023 that was included in the January 1, 2023 contract liabilities balance was $ 10.2 million.

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

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

Revenue recognized in the six months ended June 30, 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 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.

At June 30, 2023, the net capitalized costs to obtain contracts was included in other assets on the condensed consolidated balance sheet.

The capitalized amounts at June 30, 2023 and December 31, 2022 were $ 3.9 million and $ 3.7 million, respectively.

The amortization expense in the first six months of 2023 and 2022 was $ 1.0 million and $ 0.6 million, respectively.

Practical Expedients

28 unchanged sentences

Operating Profit

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

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

(In millions)

16 unchanged sentences

Reconciliation of segment policies to GAAP (a)

— — 0.3 ( 0.2 )

Other items not allocated to segments:

6 unchanged sentences

Change in allowance estimate (e)

Chile antitrust matter (f)

— — ( 0.2 ) ( 0.8 )

$ 1,216.2 1,133.9 $ 105.6 96.5

Operating Profit

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

(In millions)

2023 2022 2023 2022

Reportable Segments:

North America

$ 799.3 770.4 76.1 58.5

Latin America

649.4 597.6 132.5 127.7

Europe 554.6 448.8 51.3 37.2

Rest of World

398.3 391.1 78.6 72.6

Total reportable segments

2,401.6 2,207.9 338.5 296.0

Reconciling Items:

Corporate expenses:

General, administrative and other expenses

— — ( 89.9 ) ( 68.4 )

Foreign currency transaction gains

Reconciliation of segment policies to GAAP (a)

Other items not allocated to segments:

Reorganization and Restructuring (b)

— — ( 14.2 ) ( 14.4 )

Acquisitions and dispositions (c)

— — ( 37.0 ) ( 30.6 )

Argentina highly inflationary impact (d)

— — ( 22.2 ) ( 15.1 )

Change in allowance estimate (e)

— — — ( 16.3 )

Chile antitrust matter (f)

18 unchanged sentences

(In millions) 2023 2022 2023 2022 2023 2022

Three months ended March 31,

Three months ended June 30,

Service cost $ — — 1.9 2.0 1.9 2.0

4 unchanged sentences

Net periodic pension cost $ ( 3.3 ) ( 0.3 ) 4.3 2.5 1.0 2.2

Six months ended June 30,

Service cost $ — — 3.7 4.1 3.7 4.1

Interest cost on projected benefit obligation 16.2 11.4 8.9 6.6 25.1 18.0

Return on assets – expected ( 23.6 ) ( 24.4 ) ( 5.5 ) ( 6.3 ) ( 29.1 ) ( 30.7 )

Amortization of losses 0.9 12.1 0.8 1.0 1.7 13.1

Settlement loss — — 0.3 0.5 0.3 0.5

Net periodic pension cost $ ( 6.5 ) ( 0.9 ) 8.2 5.9 1.7 5.0

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

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

pension plan in 2022 or the first six 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.

7 unchanged sentences

(In millions) 2023 2022 2023 2022 2023 2022

Three months ended March 31,

Three months ended June 30,

Service cost $ — — 0.1 0.1 0.1 0.1

4 unchanged sentences

Net periodic postretirement cost $ ( 1.5 ) 0.4 2.6 2.7 1.1 3.1

Six months ended June 30,

Service cost $ — — 0.2 0.1 0.2 0.1

Interest cost on accumulated postretirement benefit obligations 5.7 5.3 2.6 1.8 8.3 7.1

Return on assets – expected ( 5.2 ) ( 6.6 ) — — ( 5.2 ) ( 6.6 )

Amortization of losses 2.9 5.3 2.3 3.7 5.2 9.0

Amortization of prior service cost ( 5.5 ) ( 2.3 ) — ( 0.1 ) ( 5.5 ) ( 2.4 )

Net periodic postretirement cost $ ( 2.1 ) 1.7 5.1 5.5 3.0 7.2

The components of net periodic pension cost and net periodic postretirement cost other than the service cost component are included in interest and other nonoperating income (expense) in the condensed consolidated statements of operations.

Note 5 - Income taxes

Three Months Ended March 31,

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

2023 2022 2023 2022

Continuing operations

3 unchanged sentences

Statutory Rate

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

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

taxable income and credit limitations, the increase of valuation allowances on U.S.

tax credits, 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.

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

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

13 unchanged sentences

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

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

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

For the period ending June 30, 2023, we concluded that changes in Brazilian tax law will allow Brazilian withholding taxes to be eligible for U.S.

foreign tax credit treatment.

Based on this conclusion, we expect to annually be generating more new foreign tax credits and utilizing fewer foreign tax carryforwards to offset taxes prior to their expiration.

As a result, we recorded a $ 7.0 million tax expense in our provision for income taxes.

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.

On July 21, 2023, the U.S.

Treasury issued Notice 2023-55 (the "Notice") announcing temporary relief for taxpayers in determining whether a foreign tax is eligible for a foreign tax credit under the final foreign tax credit regulations mentioned above.

The Notice will allow us to apply the pre-January 4, 2022 regulations in determining the creditability of foreign taxes for our 2022 and 2023 U.S.

income tax filings.

The associated financial impact is estimated to be immaterial and will be reported in our third quarter 2023 condensed consolidated financial statements.

Note 6 - Acquisitions and Dispositions

10 unchanged sentences

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

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

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

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

1 unchanged sentence

Fair value of purchase consideration

Cash paid through March 31, 2023 $ 183.6

Contingent consideration not yet paid 10.1

Cash paid, excluding contingent consideration $ 178.9

Contingent consideration at acquisition-date fair value (a)

Fair value of purchase consideration $ 193.7

4 unchanged sentences

Property and equipment, net 37.9

Intangible assets (a)

Intangible assets (b)

Other noncurrent assets 6.6

2 unchanged sentences

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.

(a) The contingent consideration has two components.

The largest component was based on post-acquisition collections of ATM tax rate rebates from municipal governments in the U.K.

The consideration was estimated at $ 10.5 million at the acquisition date.

Through June 30, 2023, approximately $ 9 million has been paid to the seller for this component.

The smaller component was based on post-acquisition increases in the ATM cash withdrawal interchange fees through June 30, 2023.

The consideration was estimated at $ 4.3 million at the acquisition date.

The post-acquisition fee increases did not occur and the liability was derecognized in the second quarter of 2023 resulting in a $ 4.8 million gain classified as other operating income (expense) in the condensed consolidated statements of operations.

(b) 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).

(c) 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 $ 62 million has been assigned to the Europe reporting unit and goodwill of $ 1 million has been assigned to the North America reporting unit.

3 unchanged sentences

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.

The purchase consideration was 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.

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

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

Three months ended March 31, 2023

Three months ended June 30, 2023

NoteMachine $ 34.1 1.2

Total $ 34.1 1.2

Three months ended March 31, 2022

Three months ended June 30, 2022

NoteMachine $ — —

Six months ended June 30, 2023

NoteMachine $ 68.2 0.1

Total $ 68.2 0.1

Six months ended June 30, 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,

Pro forma results of Brink's for the three months ended June 30,

Brink's as reported $ 1,216.2 32.1

4 unchanged sentences

Total $ 1,171.1 41.0

Pro forma results of Brink's for the six months ended June 30,

Brink's as reported $ 2,401.6 47.1

NoteMachine (a)

Total $ 2,401.6 47.1

Brink's as reported $ 2,207.9 106.4

NoteMachine (a)

Total $ 2,281.1 112.9

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

11 unchanged sentences

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.

In the first six months 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.

11 unchanged sentences

Income (Loss)

Three months ended March 31, 2023

Three months ended June 30, 2023

Amounts attributable to Brink's:

2 unchanged sentences

20.2 1.9 ( 1.5 ) 0.4 21.0

Unrealized gains (losses) on available-for-sale securities 2.3 ( 0.8 ) — — 1.5

Gains (losses) on cash flow hedges 16.7 ( 2.5 ) ( 1.0 ) ( 0.3 ) 12.9

36.0 ( 0.8 ) ( 1.7 ) ( 0.2 ) 33.3

Amounts attributable to noncontrolling interests:

Foreign currency translation adjustments ( 3.0 ) — — — ( 3.0 )

( 3.0 ) — — — ( 3.0 )

Benefit plan adjustments (a)

( 3.2 ) 0.6 0.8 ( 0.3 ) ( 2.1 )

Foreign currency translation adjustments (b)

17.2 1.9 ( 1.5 ) 0.4 18.0

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

2.3 ( 0.8 ) — — 1.5

Gains (losses) on cash flow hedges (d)

16.7 ( 2.5 ) ( 1.0 ) ( 0.3 ) 12.9

$ 33.0 ( 0.8 ) ( 1.7 ) ( 0.2 ) 30.3

Three months ended June 30, 2022

Amounts attributable to Brink's:

Benefit plan adjustments $ 1.9 ( 0.1 ) 9.6 ( 2.3 ) 9.1

Foreign currency translation adjustments (b)

( 56.1 ) 4.8 ( 1.5 ) 0.3 ( 52.5 )

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

13 unchanged sentences

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

Three months ended March 31, 2022

Amounts Arising During

the Current Period Amounts Reclassified to

Net Income (Loss)

(In millions) Pretax Income

Tax Pretax Income

Tax Total Other

Comprehensive

Income (Loss)

Six months ended June 30, 2023

Amounts attributable to Brink's:

2 unchanged sentences

64.8 2.0 ( 2.9 ) 0.7 64.6

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

Gains (losses) on cash flow hedges 8.3 ( 0.1 ) ( 1.3 ) ( 0.5 ) 6.4

69.8 2.3 ( 2.8 ) ( 0.2 ) 69.1

Amounts attributable to noncontrolling interests:

Foreign currency translation adjustments ( 2.8 ) — — — ( 2.8 )

( 2.8 ) — — — ( 2.8 )

Benefit plan adjustments (a)

( 3.7 ) 0.5 1.4 ( 0.4 ) ( 2.2 )

Foreign currency translation adjustments (b)

62.0 2.0 ( 2.9 ) 0.7 61.8

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

0.4 ( 0.1 ) — — 0.3

Gains (losses) on cash flow hedges (d)

8.3 ( 0.1 ) ( 1.3 ) ( 0.5 ) 6.4

$ 67.0 2.3 ( 2.8 ) ( 0.2 ) 66.3

Six months ended June 30, 2022

Amounts attributable to Brink's:

Benefit plan adjustments $ 1.0 0.1 19.7 ( 4.7 ) 16.1

Foreign currency translation adjustments (b)

( 21.0 ) 4.4 ( 3.0 ) 0.7 ( 18.9 )

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

8 unchanged sentences

( 27.5 ) 4.4 ( 3.0 ) 0.7 ( 25.4 )

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

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

( 0.7 ) ( 0.1 ) — — ( 0.8 )

5 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 March 31,

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

(In millions) 2023 2022 2023 2022

3 unchanged sentences

Interest and other nonoperating expense 0.1 3.2 0.8 8.0

(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.

(b) 2023 foreign currency translation adjustment amounts arising during the three months ended June 30, 2023 reflect primarily the appreciation of the Mexican peso, the Brazilian real, the euro, and the British pound.

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

2023 foreign currency translation adjustment amounts arising during the six months ended June 30, 2023 reflect primarily the appreciation of the Mexican peso, the Brazilian real, the euro, and the British pound.

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

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

1 unchanged sentence

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

• 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 ).

• ot her operating income (expense) ($ 3.8 million loss in the three months ended June 30, 2023 and $ 5.3 million gain in the three months ended June 30, 2022;

as well as $ 7.2 million loss in the six months ended June 30, 2023 and $ 6.5 million loss in the six months ended June 30, 2022).

• interest expense ($ 4.8 million reduction to expense in the three months ended June 30, 2023 and $ 2.1 million of expense in the three months ended June 30, 2022;

as well as $ 8.5 million reduction to expense in the six months ended June 30, 2023 and $ 4.9 million of expense in the six months ended June 30, 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 ( 2.2 ) 64.6 0.3 6.4 69.1

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

Balance as of June 30, 2023 $ ( 292.9 ) ( 369.2 ) ( 0.3 ) 31.0 ( 631.4 )

Note 8 - Fair value of financial instruments

4 unchanged sentences

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

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

(In millions) June 30, 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 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 .

At June 30, 2023, the notional value of our outstanding foreign currency forward and swap contracts was $ 554 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 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 June 30, 2023, the fair value of our short term foreign currency contracts was a net asset of approximately $ 2.2 million of which $ 3.7 million was included in prepaid expenses and other and $ 1.5 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 March 31,

Ended June 30, Six Months

Ended June 30,

(in millions) 2023 2022 2023 2022

5 unchanged sentences

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

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.

At June 30, 2023, the notional value of this contract was $ 41 million with a weighted-average maturity of 0.3 years.

At June 30, 2023, the fair value of the cross currency swap contract was an asset of $ 8.1 million and was included in prepaid expenses and other on the condensed consolidated balance sheet.

At December 31, 2022, the fair value of the 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 March 31,

Ended June 30, Six Months

Ended June 30,

(In millions) 2023 2022 2023 2022

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

Offsetting transaction gains 3.4 11.8

Derivative instrument gains (losses) included in other operating income (expense) $ ( 3.8 ) 5.3 $ ( 7.2 ) ( 6.5 )

Offsetting transaction gains (losses) 3.8 ( 5.3 ) 7.2 6.5

Derivative instrument losses included in interest expense ( 0.2 ) ( 0.3 ) ( 0.5 ) ( 0.7 )

Net derivative instrument losses ( 3.7 ) ( 12.2 )

Net derivative instrument gains (losses) ( 4.0 ) 5.0 ( 7.7 ) ( 7.2 )

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 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.

At June 30, 2023, the notional value of these contracts was $ 400 million with a remaining weighted-average maturity of 0.3 years.

At June 30, 2023, the fair value of these interest rate swaps was an asset of $ 6.8 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 other 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.

5 unchanged sentences

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

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

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

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

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

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

At 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.

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

At June 30, 2023, the notional value of these contracts was $ 200 million with a remaining weighted-average maturity of 2.0 years.

At June 30, 2023, the fair value of these interest rate swaps was a net asset of $ 16.8 million of which $ 6.8 million was included in prepaid expenses and other and $ 10.0 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 in 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.

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 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 June 30, 2023, the notional value of these contracts was $ 175 million with a remaining weighted-average maturity of 2.0 years.

June 30, 2023, the fair value of these interest rate swaps was a net asset of $ 2.9 million of which $ 2.8 million was included in prepaid expenses and other and $ 0.1 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 $ 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 2023, we entered into eight forward-starting interest rates swaps which will become effective in January 2024.

The forward-starting interest rate swaps have a maturity date in June 2027.

These swaps are intended to replace the existing $ 400 million interest rate swaps that will mature on the same date in January 2024 that the forward-starting swaps become effective.

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).

At June 30, 2023, the notional value of these contracts was $ 400 million with a remaining weighted-average maturity of 2.3 years.

At June 30, 2023, the fair value of these interest rate swaps was an asset of $ 8.6 million of which $ 3.2 million was included in prepaid expenses and other and $ 5.4 million was included in other assets on the condensed consolidated balance sheet.

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

6 unchanged sentences

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

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 June 30, 2023, 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 6.5 years for the cross currency swaps maturing in April 2031.

At June 30, 2023, the fair value of these cross currency swaps was a net liability of $ 23.3 million of which $ 5.6 million was included in prepaid expenses and other and $ 28.9 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.

In July 2023, we entered into a zero cost foreign exchange collar contract with a $ 215 million notional amount and a May 2026 expiration date.

We sold a put option with a lower strike price and bought a call option with a higher strike price to manage the foreign exchange risk related to the final settlement of the $ 215 million notional cross currency swaps.

Upon the execution of the zero cost foreign exchange collar contract, we have de-designated the existing $ 215 million notional cross currency swaps and re-designated the combined $ 215 million notional cross currency swaps and zero cost collar into a new hedging instrument.

At re-designation, the existing $ 215 million notional cross currency swaps had a non-zero fair value representing an off-market component of the participating cross currency swaps.

The off-market value will be ratably amortized into earnings through May 2026.

The combined cross currency swaps and zero cost collar has been designated as a net investment hedge for accounting purposes.

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

Ended March 31,

Ended June 30, Six Months

Ended June 30,

(In millions) 2023 2022 2023 2022

7 unchanged sentences

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 fair value of the contingent consideration is the full $ 22 million that remains potentially payable as of June 30, 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, consisting of two components.

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

This payable was written off in the second quarter of 2023 as no increases in the fee occurred through June 30, 2023.

The $ 4.8 million gain is classified as other operating income (expense) in the condensed consolidated statements of operations.

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.

Approximately $ 9 million of the contingent consideration has been paid through June 30, 2023, and we do not expect any material change to the payable estimated as of the acquisition date.

Other Financial Instruments

1 unchanged sentence

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

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

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

Note 9 - Debt

March 31, December 31,

June 30, December 31,

(In millions) 2023 2022

13 unchanged sentences

Total debt $ 3,468.6 3,402.8

(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.

(a) Amounts outstanding are net of unamortized debt costs of $ 4.5 million as of June 30, 2023 and $ 5.1 million as of December 31, 2022.

(b) Amounts outstanding are net of unamortized debt costs of $ 6.8 million as of June 30, 2023 and $ 7.9 million as of December 31, 2022.

(c) Other facilities include $ 99.4 million related to the Brink's Capital credit facility at June 30, 2023, compared to $ 106.8 million at December 31, 2022.

The facility had $ 3,241.8 million in borrowings and $ 3,249.3 million in repayments in the first six months of 2023, which is reflected in the long-term revolving credit facilities movement in the condensed consolidated statements of cash flows.

Long-Term Debt

7 unchanged sentences

The Revolving Credit Facility allows us to borrow money or issue letters of credit (or otherwise satisfy credit needs) on a revolving basis over the term of the facility.

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

As of June 30, 2023, $ 379 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.

1 unchanged sentence

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 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.

The margin on SOFR borrowings, which can range from 1.25 % to 1.75 %, was 1.50 % at June 30, 2023.

The margin on alternate base rate borrowings, which can range from 0.25 % to 0.75 %, was 0.50 % as of June 30, 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 March 31, 2023.

The commitment fee, which can range from 0.15 % to 0.28 %, was 0.23 % as of June 30, 2023.

Senior Unsecured Notes

15 unchanged sentences

Letter of Credit Facilities and Bank Guarantee 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.

We have three committed letter of credit facilities totaling $ 70 million, of which approximately $ 13 million was available at June 30, 2023.

At June 30, 2023, we had undrawn letters of credit and guarantees of $ 57 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 $ 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.

We have two uncommitted letter of credit facilities totaling $ 55 million, of which approximately $ 28 million was available at June 30, 2023.

At June 30, 2023, we had undrawn letters of credit and guarantees of $ 27 million issued under these facilities.

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

4 unchanged sentences

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

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

We were in compliance with all covenants at June 30, 2023.

Note 10 - Credit losses

9 unchanged sentences

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.

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

The following table is a rollforward of the allowance for doubtful accounts for the six month period ended June 30, 2023.

Allowance for doubtful accounts:

4 unchanged sentences

Foreign currency exchange effects 0.3

March 31, 2023 $ 39.0

June 30, 2023 $ 40.4

Note 11 - Share-based compensation plans

8 unchanged sentences

Share-based awards were previously granted to directors and remain outstanding under the Non-Employee Director's Equity Plan and the Directors’ Stock Accumulation Plan, which has expired.

Outstanding awards at March 31, 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.

Outstanding awards at June 30, 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

8 unchanged sentences

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

Compensation Expense

Three Months Ended March 31,

Compensation Expense Compensation Expense

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

(in millions) 2023 2022 2023 2022

11 unchanged sentences

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

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

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

(in thousands)

2 unchanged sentences

Exercised ( 263.4 ) 12.47

Outstanding balance as of March 31, 2023

Outstanding balance as of June 30, 2023

182.8 $ 17.92

2 unchanged sentences

We measure the fair value of these time-based options at the grant date using a Black-Scholes-Merton option pricing model.

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

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

(in thousands)

1 unchanged sentence

Outstanding balance as of December 31, 2022 161.6 $ 21.41

Outstanding balance as of March 31, 2023

Outstanding balance as of June 30, 2023

161.6 $ 21.41

2 unchanged sentences

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

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

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

(in thousands)

4 unchanged sentences

Vested ( 124.0 ) 70.07

Nonvested balance as of March 31, 2023

Nonvested balance as of June 30, 2023

365.9 $ 65.58

12 unchanged sentences

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

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

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

(in thousands)

5 unchanged sentences

( 171.5 ) 82.75

Nonvested balance as of March 31, 2023

Nonvested balance as of June 30, 2023

728.5 $ 72.06

8 unchanged sentences

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

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

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

(in thousands)

1 unchanged sentence

Nonvested balance as of December 31, 2022 19.7 $ 54.74

Nonvested balance as of March 31, 2023

Granted 19.2 62.43

Vested ( 18.6 ) 54.67

Nonvested balance as of June 30, 2023

Note 12 - Capital Stock

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

At June 30, 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.

1 unchanged sentence

Preferred Stock

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.

At June 30, 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

4 unchanged sentences

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

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.

During the first six months ended June 30, 2023, we repurchased a total of 272,467 shares of our common stock for an aggregate of $ 17.5 million and an average price of $ 64.38 per share.

These shares were retired upon repurchase.

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

At June 30, 2023, $ 180 million remained available under the 2021 Repurchase Program.

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

3 unchanged sentences

Shares Used to Calculate Earnings per Share

Ended March 31,

Ended June 30, Six Months

Ended June 30,

(In millions) 2023 2022 2023 2022

Weighted-average shares:

46.7 47.4 46.7 47.6

Effect of dilutive stock awards and options 0.6 0.4 0.7 0.4

1 unchanged sentence

Antidilutive stock awards and options excluded from denominator (b)

0.4 0.4 0.4 0.7

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

3 unchanged sentences

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

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

Accordingly, included in basic shares are 0.3 million in the three months and 0.3 million in the six months ended June 30, 2023, and 0.3 million in the three months and 0.3 million in six months ended June 30, 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.

1 unchanged sentence

Note 13 - Supplemental cash flow information

Ended March 31,

Ended June 30,

(In millions) 2023 2022

6 unchanged sentences

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

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

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

Non-cash Investing and Financing Activities

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.

We acquired $ 46.8 million in armored vehicles and other equipment under financing lease arrangements in the first six months of 2023 compared to $ 39.6 million in armored vehicles and other equipment acquired under financing lease arrangements in the first six months of 2022.

Loans Held for Investment

10 unchanged sentences

In accordance with a revolving credit facility, we are required to maintain a restricted cash reserve of $ 45.7 million ($ 40.7 million at December 31, 2022) and, due to this contractual restriction, we have classified these amounts as restricted cash.

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 June 30, 2023, we held $ 433.5 million of restricted cash ($ 221.2 million represented restricted cash held for customers and $ 165.1 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.

March 31, December 31,

June 30, December 31,

(In millions) 2023 2022

13 unchanged sentences

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 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.

In 2022, we recognized an additional $ 1.4 million adjustment and, in the first six months of 2023, we recognized an additional $ 0.4 million adjustment to our estimated loss.

The adjustments resulted from a change in currency rates.

7 unchanged sentences

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

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

In total, we have recognized $ 32.3 million in charges under the program, including $ 10.1 million in the first six months of 2023.

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

5 unchanged sentences

Foreign currency exchange effects 0.4 — 0.4

Balance as of March 31, 2023 $ 14.7 — 14.7

Balance as of June 30, 2023 $ 8.5 — 8.5

Other Restructurings

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

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.

As a result of these actions, we recognized net costs of $ 14.4 million in the first six months of 2022, primarily severance costs.

We recognized $ 4.1 million in net costs in the first six 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.

2 unchanged sentences

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