What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2024-02-29 compared with 2023-03-01 · 31 added, 45 removed, 175 unchanged (30% of the section changed)

2 unchanged sentences

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

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

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

Based upon that evaluation, our CEO and CFO concluded that our disclosure controls and procedures are effective in ensuring that information required to be disclosed by us in the reports that we file or submit under the Securities Exchange Act of 1934, is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our CEO and CFO, as appropriate, to allow timely decisions regarding required disclosure.

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

5 unchanged sentences

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

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

Management, with the participation of the CEO and CFO, and under the oversight of our Board of Directors, assessed the effectiveness of our internal control over financial reporting as of December 31, 2023 using the framework in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

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

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

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

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

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

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

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

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

Based on this assessment, management concluded that, as of December 31, 2023, the Company’s internal control over financial reporting was effective.

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

KPMG’s report appears on page 125 of this Annual Report on Form 10-K.

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

(d) Remediation

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

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

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

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

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

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

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

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

Other than the remediation of previously reported material weakness described below, there has been no change in our internal control over financial reporting during the quarter ended December 31, 2023, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

(d) Remediation of the 2022 Material Weakness

Our CEO and CFO concluded that our disclosure controls and procedures were not effective as of December 31, 2022 due to a material weakness in internal control over financial reporting.

During 2023, our management, with the oversight of the Audit Committee of our Board of Directors, has been engaged in efforts to remediate the material weakness identified and disclosed in Item 9A of the annual report on Form 10-K for the year ended December 31, 2022.

We have designed, implemented and tested enhancements to our process-level controls related to revenue and accounts receivable in certain North America locations.

Based on the results of our testing, management has concluded that the controls are adequately designed and have operated effectively for a sufficient period of time during 2023.

Accordingly, the material weakness is considered to be remediated.

Report of Independent Registered Public Accounting Firm

3 unchanged sentences

We have audited The Brink's Company and subsidiaries' (the Company) internal control over financial reporting as of December 31, 2023, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

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

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

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

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

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

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

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

In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2023, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2023 and 2022, the related consolidated statements of operations, comprehensive income (loss), equity, and cash flows for each of the years in the three-year period ended December 31, 2023, and the related notes (collectively, the consolidated financial statements), and our report dated February 29, 2024 expressed an unqualified opinion on those consolidated financial statements.

Basis for Opinion

16 unchanged sentences

Richmond, Virginia

March 1, 2023

February 29, 2024

OTHER INFORMATION

During the three months ended December 31, 2023, none of our directors or officers (as defined in Rule 16a-1(f) of the Exchange Act adopted or terminated a Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement (as such terms are defined in Item 408 of Regulation S-K of the Securities Act).

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

28 unchanged sentences

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

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

3.2 Amended and Restated Bylaws of the Registrant, effective May 6, 2022.

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

13 unchanged sentences

Exhibit 10.4 to the Registrant's Annual Report on Form 10-K for the year ended December 31, 2020.

10.4* 2013 Equity Incentive Plan, effective as of February 22, 2013 and amended and restated effective May 2, 2019.

Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2019.

2017 Equity Incentive Plan, effective as of May 5, 2017 and amended and restated effective May 2, 2019.

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

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

Exhibit 10.1 to the Registrant's Quarterly Report on Form 10-Q for the quarter ended March 31, 2017.

Form of 2017 Award Agreement for deferred stock units granted under the 2017 Equity Incentive Plan.

27 unchanged sentences

as administrative agent.

Exhibit 10.16 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2022.

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

12 unchanged sentences

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

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

Exhibit 10.30 to the Registrant's Annual Report on Form 10-K for the year ended December 31, 2021.

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

2 unchanged sentences

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

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

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

Plan for Deferral of Directors’ Fees, as amended and restated effective February 16, 2023 .

1 to the Registrant's Quarterly Report on Form 10-Q for the quarter ended M arch 31, 202 3 .

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

Exhibit 10.26 to the Registrant 's Annual Report on F orm 10-K for t he year ended December 31, 2022.

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

Exhibit 10.27 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2022.

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

Exhibit 10.28 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2022.

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

Exhibit 10.29 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2022.

Consulting Agreement dated April 11, 2023 by and between B rink's Incorpo rated and Michael F.

Exhibit 10.1 to the Registra nt's Quarterly Report on Form 10-Q for the quarter ended June 30, 2023.

Consulting Agreement dated July 17, 2023 by and between The Brink's Company and Douglas A.

Exhibit 10.1 to t h e Registra nt's Current Report on For m 8-K filed July 19, 2023.

21 Subsidiaries of the Registrant.

4 unchanged sentences

32.2 Certification of Chief Financial Officer of the Brink's Company pursuant to Rule 13a-14(a) or Rule 15d-14(b) and 18 U.S.C.

Brink's Dodd-Frank Clawback Policy, effective as of October 2, 2023.

99.1* Excerpt from Pension-Retirement Plan relating to preservation of assets of the Pension-Retirement Plan upon a change in control.

Exhibit 99(a) to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2008.

99.2* Subscription Agreement, dated June 9, 2016, between The Brink’s Company and Douglas A.

Exhibit 99.2 to the Registrant’s Current Report on Form 8-K filed June 10, 2016.

99.3* Subscription Agreement, dated July 14, 2016, between The Brink’s Company and Ronald J.

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

101 Interactive Data File (Annual Report on Form 10-K for the year ended December 31, 2023, formatted in iXBRL (Inline Extensible Business Reporting Language)).

6 unchanged sentences

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

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on March 1, 2023.

The Brink’s Company

2 unchanged sentences

Chief Executive Officer)

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities indicated, on March 1, 2023.

Signature Title

8 unchanged sentences

Michael Sweeney

/s/ Douglas A.

Pertz Executive Chairman

/s/ Kathie J.

10 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-K

Item 9A. Controls and Procedures