BRINKS CO 10-Q

Item 4. Controls and Procedures Pursuant to Rule 13a-15(b) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), we carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer (“CEO”), who is our principal executive officer, and our Executive Vice President and Chief Financial Officer (“CFO”), who is our principal financial officer, of the effectiveness of the design and operation of our disclosure controls and procedures (as defined under Rule 13a-15(e) and 15d-15(e) under the Exchange Act) as of the end of the period covered by this report. Based upon that evaluation, as of the end of the period covered by this report, our CEO and CFO concluded that the material weakness previously identified in Item 9A. "Controls and Procedures" of our Annual Report on Form 10-K for the year ended December 31, 2022 was still present as of September 30, 2023. Based on that material weakness, and the evaluation of our disclosure controls and procedures, our CEO and CFO concluded that our disclosure controls and procedures were not effective as of September 30, 2023. Notwithstanding the material weakness in our internal control over financial reporting, we have concluded that the condensed consolidated financial statements included in this Form 10-Q fairly present, in all material respects, our financial position, results of operations and cash flows for the periods presented in conformity with accounting principles generally accepted in the United States of America. Changes in internal control over financial reporting. During the quarter ended September 30, 2023, we implemented a new financial consolidation system, Oracle Enterprise Performance Management (EPM) Cloud, to enhance efficiency, receive the latest features, and to accommodate our organization’s continued growth. As a result of the EPM Cloud system implementation, we modified certain existing internal controls, processes, and procedures, where necessary. There are inherent risks in implementing the EPM Cloud system and, accordingly, we will continue to evaluate the design and operating effectiveness of the related controls. Other than this change, there has been no change in our internal control over financial reporting during the quarter ended September 30, 2023 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting. Forward-looking information This document contains both historical and forward-looking information. Words such as “anticipates,” “assumes,” “estimates,” “expects,” “projects,” “predicts,” “intends,” “plans,” “potential,” “believes,” “could,” “may,” “should” and similar expressions may identify forward looking information. Forward-looking information in this document includes, but is not limited to, statements concerning: the ability to remediate the material weakness in our internal control over financial reporting; costs associated with labor rate increases related to future payments to the Maco Transportadora and Maco Litoral unions; difficulty in repatriating cash; continued strengthening of the U.S. dollar; anticipated costs of our reorganization and restructuring activities, including 2022 global restructuring activities; our ability to consummate acquisitions and integrate their operations successfully; collection of receivables related to the internal loss in the U.S. global services operations; support for our Venezuela business; changes in allowance calculation methods; the impact of foreign currency forward and swap contracts; our effective tax rate; realization of deferred tax assets; the impact of foreign tax credit regulations; the ability to meet liquidity needs; expenses and payouts for the U.S. retirement plans and the funded status of the primary pension plan; expected liability for and future contributions to the UMWA plans; liability for black lung obligations; the effect of pending legal matters, including the Chile antitrust matter; the impacts of the operating environment in Argentina; and expected future payments under contractual obligations. Forward-looking information in this document is subject to known and unknown risks, uncertainties, and contingencies, which are difficult to quantify and which could cause actual results, performance or achievements to differ materially from those that are anticipated. These risks, uncertainties and contingencies, many of which are beyond our control, include, but are not limited to: • our ability to improve profitability and execute further cost and operational improvements and efficiencies in our core businesses; • our ability to improve service levels and quality in our core businesses; • market volatility and commodity price fluctuations; • general economic issues, including supply chain disruptions, fuel price increases, inflation and changes in interest rates; • seasonality, pricing and other competitive industry factors; • investment in information technology and its impact on revenue and profit growth; • our ability to maintain an effective IT infrastructure and safeguard confidential information, including from a cybersecurity incident; • our ability to effectively develop and implement solutions for our customers; • risks associated with operating in foreign countries, including changing political, labor and economic conditions (including political conflict or unrest), regulatory issues (including the imposition of international sanctions, including by the U.S. government), military conflicts (including but not limited to the conflict in Israel and surrounding areas, as well as the possible expansion of such conflicts and potential geopolitical consequences), currency restrictions and devaluations, restrictions on and cost of repatriating earnings and capital, impact on our financial results as a result of jurisdictions' higher-than-expected inflation and those determined to be highly inflationary, and restrictive government actions, including nationalization; 60 • labor issues, including labor shortages, negotiations with organized labor and work stoppages; • pandemics (including the ongoing COVID-19 pandemic and related impacts and restrictions on the actions of businesses and consumers, including suppliers and customers), acts of terrorism, strikes or other extraordinary events that negatively affect global or regional cash commerce; • anticipated cash needs in light of our current liquidity position and the impact of COVID-19 on our liquidity; • the strength of the U.S. dollar relative to foreign currencies and foreign currency exchange rates; • our ability to identify, evaluate and complete acquisitions and other strategic transactions and to successfully integrate acquired companies; • costs related to dispositions and product or market exits; • our ability to obtain appropriate insurance coverage, positions taken by insurers relative to claims and the financial condition of insurers; • safety and security performance and loss experience; • employee, environmental and other liabilities in connection with former coal operations, including black lung claims; • the impact of the Patient Protection and Affordable Care Act on legacy liabilities and ongoing operations; • funding requirements, accounting treatment, and investment performance of our pension plans, the VEBA and other employee benefits; • changes to estimated liabilities and assets in actuarial assumptions; • the nature of hedging relationships and counterparty risk; • access to the capital and credit markets; • our ability to realize deferred tax assets; • the outcome of pending and future claims, litigation, and administrative proceedings; • public perception of our business, reputation and brand; • changes in estimates and assumptions underlying our critical accounting policies; and • the promulgation and adoption of new accounting standards, new government regulations and interpretation of existing standards and regulations. This list of risks, uncertainties and contingencies is not intended to be exhaustive. Additional factors that could cause our results to differ materially from those described in the forward-looking statements can be found under “Risk Factors” in Item 1A of our Annual Report on Form 10-K for the period ended December 31, 2022 and in our other public filings with the Securities and Exchange Commission. The forward looking information included in this document is representative only as of the date of this document, and The Brink’s Company undertakes no obligation to update any information contained in this document. 61 Part II - Other Information Item 1. Legal Proceedings For a discussion of legal proceedings, see Note 14 to the condensed consolidated financial statements, “Contingent Matters,” in Part I, Item 1 of this Form 10-Q.