What changed in this filing

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Item 1. Financial Statements

2024-05-08 compared with 2023-11-07 · 256 added, 558 removed, 739 unchanged (52% of the section changed)

3 unchanged sentences

Condensed Consolidated Balance Sheets

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

(In millions, except for per share amounts)

March 31, 2024 December 31, 2023

Current assets:

1 unchanged sentence

Restricted cash 557.9 507.0

Accounts receivable, net 801.3 862.2

Accounts receivable (net of allowance:

2024 - $ 31.2 ;

2023 - $ 30.4 )

Prepaid expenses and other 367.5 325.7

1 unchanged sentence

Right-of-use assets, net 334.5 337.7

Property and equipment, net 965.5 935.3

Property and equipment (net of accumulated depreciation and amortization:

2024 - $ 1,651.2 ;

2023 - $ 1,620.1 )

1,003.3 1,013.3

Goodwill 1,457.7 1,473.8

Other intangibles 492.4 535.5

Other intangibles (net of accumulated amortization:

2024 - $ 289.6 ;

2023 - $ 278.7 )

Deferred tax assets, net 226.3 231.8

33 unchanged sentences

Condensed Consolidated Statements of Operations

Ended September 30, Nine Months

Ended September 30,

Ended March 31,

(In millions, except for per share amounts) 2024 2023

9 unchanged sentences

Income from continuing operations before tax 78.4 37.9

Provision (benefit) for income taxes 37.3 8.5 81.0 ( 3.3 )

Provision for income taxes

Income from continuing operations 52.2 17.6

Income (loss) from discontinued operations, net of tax ( 0.1 ) — 0.5 ( 0.2 )

Income from discontinued operations, net of tax

Net income 52.2 18.3

21 unchanged sentences

Condensed Consolidated Statements of Comprehensive Income (Loss)

Ended September 30, Nine Months

Ended September 30,

Ended March 31,

(In millions) 2024 2023

6 unchanged sentences

Foreign currency translation adjustments ( 21.5 ) 43.4

Unrealized net gains on available-for-sale securities 7.9 0.7 8.3 —

Gains on cash flow hedges 6.9 12.2 13.9 37.4

Gains (losses) on available-for-sale securities

Gains (losses) on cash flow hedges 10.7 ( 8.7 )

Other comprehensive income (loss) before tax ( 8.3 ) 32.9

Provision for income taxes 5.7 12.6 3.6 17.5

Provision (benefit) for income taxes 6.5 ( 3.1 )

Other comprehensive income (loss) ( 14.8 ) 36.0

Comprehensive income (loss) 18.7 ( 10.5 ) 138.4 111.6

Less comprehensive income (loss) attributable to noncontrolling interests 2.3 ( 0.6 ) 5.8 ( 1.2 )

Comprehensive income (loss) attributable to Brink's $ 16.4 ( 9.9 ) $ 132.6 112.8

Comprehensive income

Less comprehensive income attributable to noncontrolling interests

Comprehensive income attributable to Brink's

See accompanying notes to condensed consolidated financial statements.

2 unchanged sentences

Condensed Consolidated Statements of Equity

Nine Months ended September 30, 2023

Three Months ended March 31, 2024

(In millions) Shares Common

3 unchanged sentences

Net income — — — 49.3 — 2.9 52.2

Other comprehensive income — — — — 35.8 0.2 36.0

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

Dividends to:

Brink’s common shareholders ($ 0.20 per share)

Other comprehensive loss

— — — — ( 13.0 ) ( 1.8 ) ( 14.8 )

Noncontrolling interests — — — — — ( 0.4 ) ( 0.4 )

Share-based compensation:

Stock awards and options:

Compensation expense — — 10.9 — — — 10.9

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

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

Net income — — — 32.1 — 3.0 35.1

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

Shares repurchased

Dividends to:

Brink’s common shareholders ($ 0.22 per share)

( 0.3 ) ( 0.3 ) ( 2.2 ) ( 18.5 ) — — ( 21.0 )

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

Net income — — — 45.6 — 3.8 49.4

Other comprehensive loss — — — — ( 29.2 ) ( 1.5 ) ( 30.7 )

Shares repurchased (a)

( 1.1 ) ( 1.1 ) ( 20.9 ) ( 68.8 ) — — ( 90.8 )

Dividends to:

1 unchanged sentence

— — — ( 9.8 ) — — ( 9.8 )

Noncontrolling interests — — — — — ( 3.7 ) ( 3.7 )

Share-based compensation:

2 unchanged sentences

Other share-based benefit transactions 0.4 0.4 ( 16.4 ) — — — ( 16.0 )

Balance as of September 30, 2023 45.3 $ 45.3 680.3 397.8 ( 660.6 ) 121.5 584.3

(a) During the third quarter ended September 30, 2023, we repurchased a total of 1,181,106 shares of our common stock for an aggregate of $ 88.2 million in cash.

On the last two days of September 2023, our agent broker purchased additional shares of our common stock pursuant to a trading plan in accordance with Rule 10b5-1 under the Securities Exchange Act of 1934, as amended ("10b5-1 plan").

We are obligated to pay $ 1.8 million to repurchase those shares and, as of September 30, 2023, this obligation has been reported as a current liability and a corresponding reduction to equity in our condensed consolidated financial statements.

In addition, for the third quarter ended September 30, 2023, shares repurchased include the 1% excise tax imposed under the Inflation Reduction Act of 2022 of approximately $ 0.8 million.

* Accumulated other comprehensive income (loss)

Nine Months ended September 30, 2022

Acquisitions of noncontrolling interests — — 0.2 — — ( 0.4 ) ( 0.2 )

Balance as of March 31, 2024 44.6 $ 44.6 666.8 354.0 ( 669.0 ) 123.5 519.9

Three Months ended March 31, 2023

(In millions) Shares Common

3 unchanged sentences

Net income — — — 15.0 — 3.3 18.3

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

Dividends to:

Brink’s common shareholders ($ 0.20 per share)

— — — ( 9.5 ) — — ( 9.5 )

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

Share-based compensation:

Stock awards and options:

Compensation expense — — 7.1 — — — 7.1

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

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

Net income — — — 35.1 — 3.0 38.1

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

Other comprehensive income — — — — 35.8 0.2 36.0

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

7 unchanged sentences

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

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

Net income — — — 19.2 — 3.4 22.6

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

Shares repurchased (a)

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

Dividends to:

Brink’s common shareholders ($ 0.20 per share)

— — — ( 9.4 ) — — ( 9.4 )

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

Share-based compensation:

Stock awards and options:

Compensation expense — — 14.3 — — — 14.3

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

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

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

Acquisitions with noncontrolling interests — — — — — 0.1 0.1

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

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

On the last two days of September 2022, our agent broker purchased additional shares of our common stock pursuant to a 10b5-1 plan.

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

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

* Accumulated other comprehensive income (loss)

3 unchanged sentences

Condensed Consolidated Statements of Cash Flows

Ended September 30,

Ended March 31,

(In millions)

Cash flows from operating activities:

$ 102.8 134.9

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

(Gain) loss from discontinued operations, net of tax

(Income) loss from discontinued operations, net of tax

Depreciation and amortization

1 unchanged sentence

Deferred income taxes

(Gain) loss on sale of property, equipment and marketable securities 2.2 0.8

(Gain) loss on marketable securities and sale of property and equipment ( 2.2 ) 0.1

Loss on business dispositions — 2.0

Impairment losses

2 unchanged sentences

Other than pension

Remeasurement losses due to Argentina currency devaluations

( 3.7 ) ( 5.6 )

Remeasurement losses due to Argentina currency devaluation

Other operating

6 unchanged sentences

Increase (decrease) in customer obligations

Increase in prepaid and other current assets

Increase (decrease) in prepaid and other current assets

( 27.2 ) ( 21.8 )

Net cash provided by operating activities

Net cash (used in) provided by operating activities

63.9 ( 45.1 )

Cash flows from investing activities:

6 unchanged sentences

Sales 0.8 0.3

Cash proceeds from sale of property and equipment 5.7 3.3

Cash proceeds from settlement of cross currency swap — 64.3

Cash proceeds from sale of property, equipment and investments 3.5 0.3

Net change in loans held for investment 1.8 ( 10.5 )

Other ( 0.1 ) ( 0.4 )

Discontinued operations 0.9 —

Net cash used in investing activities ( 45.8 ) ( 57.6 )

10 unchanged sentences

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

Debt financing costs — ( 5.5 )

Repurchase shares of Brink's common stock ( 23.0 ) ( 16.0 )

3 unchanged sentences

Tax withholdings associated with share-based compensation ( 16.8 ) ( 6.6 )

Other 3.9 2.7

Net cash (used in) provided by financing activities ( 207.4 ) 291.9

Net cash used in financing activities

( 1.3 ) ( 97.1 )

Effect of exchange rate changes on cash ( 19.8 ) 7.7

22 unchanged sentences

The most significant estimates are related to goodwill, intangibles and other long-lived assets, pension and other retirement benefit assets and obligations, legal contingencies, allowance for doubtful accounts, deferred tax assets and purchase price allocations.

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

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

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

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

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

Consolidation

22 unchanged sentences

dollars using rates of exchange as of each balance sheet date, with remeasurement adjustments and other transaction gains and losses recognized in earnings.

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

Other than nonmonetary equity securities and available-for-sale debt 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 available-for-sale debt securities traded in highly inflationary economies, the fair market value of these debt securities are remeasured at the current exchange rates, with changes recorded in the gains (losses) on available-for-sale securities component of accumulated other comprehensive income (loss).

We reclassify amounts from accumulated other comprehensive income (loss) into earnings when these debt securities are sold.

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 nine months of 2023 and 5 % of our consolidated revenues for the first nine months of 2022.

The operating environment in Argentina continues to present business challenges, including ongoing devaluation of the Argentine peso and significant inflation.

In the first nine months of 2023 and 2022, the Argentine peso declined approximately 48 % (from 178.6 to 344.8 pesos to the U.S.

dollar) and approximately 30 % (from 103.1 to 147.1 pesos to the U.S.

dollar), respectively.

For the year ended December 31, 2022, the Argentine peso declined approximately 42 % (from 103.1 to 178.6 pesos to the U.S.

Revenues from Brink's Argentina represented approximately 3 % of our consolidated revenues for the first three months of 2024 and 4 % of our consolidated revenues for the first three months of 2023.

Beginning July 1, 2018, we designated Argentina's economy as highly inflationary for accounting purposes.

1 unchanged sentence

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

In the first nine months of 2023, we recognized a $ 23.9 million pretax remeasurement loss.

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

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

At September 30, 2023, we had net monetary assets denominated in Argentine pesos of $ 74.1 million (including cash of $ 71.4 million).

At September 30, 2023, we had net nonmonetary assets of $ 174.9 million (including $ 99.8 million of goodwill, $ 2.2 million in equity securities denominated in Argentine pesos and $ 38.6 million in debt securities denominated in Argentine pesos).

At March 31, 2024, Argentina's economy remains highly inflationary for accounting purposes.

At March 31, 2024, we had net monetary assets denominated in Argentine pesos of $ 85.9 million (including cash of $ 74.5 million).

At March 31, 2024, we had net nonmonetary assets of $ 141.4 million (including $ 99.8 million of goodwill, $ 2.7 million in equity securities denominated in Argentine pesos and $ 6.7 million in debt securities denominated in Argentine pesos).

At December 31, 2023, we had net monetary assets denominated in Argentine pesos of $ 72.1 million (including cash of $ 62.5 million) and net nonmonetary assets of $ 141.9 million (including $ 99.8 million of goodwill, $ 1.1 million in equity securities denominated in Argentine pesos and $ 5.6 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 conversions or related conversion losses in the nine months ended September 30, 2023 or September 30, 2022.

We did not have any such conversions or related conversion losses in the three months ended March 31, 2024 or March 31, 2023.

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.

We continue to control our Argentina business for purposes of consolidation of our financial statements and continue to monitor the situation in Argentina.

Argentina Union Payments

In the third quarter of 2017, we acquired 100 % of the shares of Maco Transportadora de Caudales S.A.

("Maco Transportadora") and Maco Litoral, S.A.

("Maco Litoral" and, together with Maco Transportadora, "Maco").

Maco Transportadora is a CIT and money processing business and Maco Litoral provides CIT and ATM services.

Both businesses operate in Argentina.

Although the Maco operations were acquired by Brink's Argentina in 2017, the National Antitrust Authority did not formally approve the business acquisitions until 2021.

The approval was issued conditioned on the divestiture of certain armored vehicles and relocation of other armored vehicles.

These actions were completed in 2022.

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

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

We recognized $ 12.5 million in related costs in 2022.

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

In the first three months of 2024, we recognized a $ 0.7 million charge for an inflation-adjusted labor increase to the expected payments.

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

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

Our Venezuelan operations offer transportation and route-based logistics management services for cash and valuables throughout Venezuela.

7 unchanged sentences

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

Impairment indicators were reviewed as of September 30, 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 March 31, 2024 and we concluded that there were no indicators that would more-likely-than-not reduce the fair value of a reporting unit below its carrying amount.

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

2 unchanged sentences

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

In addition, in accordance with a revolving credit facility, as of September 30, 2023, we are required to maintain a restricted cash reserve of $ 40.6 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, we are required to maintain a restricted cash reserve and, due to this contractual restriction, we have classified these amounts as restricted cash in our condensed consolidated balance sheet (see Note 12).

New Accounting Standards

In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures , which requires expanded disclosures about significant segment expenses and information used to assess segment performance.

ASU 2023-07 will be effective for us on January 1, 2024 for annual reporting periods.

For interim reporting periods, it will be effective for us on January 1, 2025.

We are currently evaluating the impact that the adoption of this standard will have on our consolidated financial statements.

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740):

Improvements to Income Tax Disclosures , which expands annual disclosures in an entity’s income tax rate reconciliation table and requires annual disclosures regarding cash taxes paid both in the U.S.

(federal and state) and foreign jurisdictions.

The amendments in this ASU are effective for annual periods beginning after December 15, 2024, although early adoption is permitted.

We are currently evaluating the impact that the adoption of this standard will have on our consolidated financial statements.

Note 2 - Revenue from Contracts with Customers

6 unchanged sentences

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

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

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

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

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

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

2 unchanged sentences

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

We provide other services to some of our customers, such as guarding, commercial security and payment services.

Digital Retail Solutions and ATM Managed Services

23 unchanged sentences

Cash and Valuables Management DRS and AMS Total

Three months ended September 30, 2023

Reportable Segments:

North America $ 301.3 96.8 398.1

Latin America 291.8 47.8 339.6

Europe 189.0 98.8 287.8

Rest of World 188.8 13.1 201.9

Total reportable segments $ 970.9 256.5 1,227.4

Three months ended September 30, 2022

Reportable Segments:

North America $ 305.0 95.6 400.6

Latin America 270.5 30.6 301.1

Europe 177.6 42.4 220.0

Rest of World 203.8 11.2 215.0

Total reportable segments $ 956.9 179.8 1,136.7

Nine months ended September 30, 2023

Three months ended March 31, 2024

Reportable Segments:

4 unchanged sentences

Total reportable segments $ 961.3 274.8 1,236.1

Nine months ended September 30, 2022

Three months ended March 31, 2023

Reportable Segments:

4 unchanged sentences

Total reportable segments $ 948.9 236.5 1,185.4

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.

Certain of our services involve the leasing of assets, such as safes, to our customers along with the regular servicing of those safe devices.

Revenues related to the leasing of these assets are recognized in accordance with applicable lease guidance, but are included in the above table as the amounts are a small percentage of overall revenues.

8 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 ($ 6.3 million at September 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 ($ 8.8 million at September 30, 2023) are reported in other assets on the condensed consolidated balance sheet.

Contract assets expected to be collected within one year ($ 7.5 million at March 31, 2024) are included in prepaid expenses and other on the condensed consolidated balance sheet.

Amounts not expected to be billed and collected within one year ($ 9.0 million at March 31, 2024) are reported in other assets on the condensed consolidated balance sheet.

Contract Liabilities

2 unchanged sentences

The opening and closing balances of receivables, contract assets and contract liabilities related to contracts with customers are as follows:

(In millions) Receivables Contract Assets Contract Liabilities

(In millions)

Receivables Contract Assets Contract Liabilities

Opening (January 1, 2024) $ 779.0 15.4 21.4

Closing (September 30, 2023) 801.3 15.1 16.0

Closing (March 31, 2024) 857.0 16.5 21.8

Increase (decrease) $ 78.0 1.1 0.4

The amount of revenue recognized in the nine months ended September 30, 2023 that was included in the January 1, 2023 contract liabilities balance was $ 14.1 million.

The amount of revenue recognized in the three months ended March 31, 2024 that was included in the January 1, 2024 contract liabilities balance was $ 6.4 million.

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

Revenue recognized in the nine months ended September 30, 2023 from performance obligations satisfied in the prior year was not significant.

Revenue recognized in the three months ended March 31, 2024 from performance obligations satisfied in the prior year was not significant.

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

1 unchanged sentence

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

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

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

The amortization expense in the first nine months of 2023 and 2022 was $ 1.5 million and $ 0.9 million, respectively.

At March 31, 2024, the net capitalized costs to obtain contracts was included in other assets on the condensed consolidated balance sheet.

The capitalized amounts at March 31, 2024 and December 31, 2023 were $ 3.8 million and $ 3.7 million, respectively.

The amortization expense in the first three months of 2024 and 2023 was $ 0.5 million and $ 0.5 million, respectively.

Practical Expedients

12 unchanged sentences

Our CODM evaluates performance and allocates resources to each operating segment based on a profit or loss measure which, at the reportable segment level, excludes the following:

• Corporate expenses - include corporate headquarters costs, regional management costs, currency transaction gains and losses, adjustments to reconcile segment accounting policies to GAAP, and costs related to global initiatives.

• Other items not allocated to segments - certain significant items that are not considered part of the ongoing activities of the business are excluded from segment results.

• Corporate expenses - include corporate headquarters costs, regional management costs, currency transaction gains and losses, adjustments to reconcile segment accounting policies to U.S.

GAAP, and costs related to global initiatives.

• Other items not allocated to segments - certain items that are not considered part of the ongoing activities of the business are excluded from segment results.

See further explanation for each item not allocated to segments on page 14 .

8 unchanged sentences

Operating Profit

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

(In millions)

2023 2022 2023 2022

Reportable Segments:

North America

$ 398.1 400.6 47.5 38.2

Latin America

339.6 301.1 68.1 66.5

Europe 287.8 220.0 35.8 25.9

Rest of World

201.9 215.0 42.6 48.3

Total reportable segments

1,227.4 1,136.7 194.0 178.9

Reconciling Items:

Corporate expenses:

General, administrative and other expenses

— — ( 32.4 ) ( 57.0 )

Foreign currency transaction gains

Reconciliation of segment policies to GAAP (a)

— — ( 0.7 ) 1.3

Other items not allocated to segments:

Reorganization and Restructuring (b)

— — ( 0.4 ) ( 19.6 )

Acquisitions and dispositions (c)

— — ( 19.4 ) ( 35.7 )

Argentina highly inflationary impact (d)

— — ( 8.1 ) ( 12.0 )

Change in allowance estimate (e)

Chile antitrust matter (f)

— — — ( 0.3 )

Reporting compliance (g)

— — ( 0.7 ) —

$ 1,227.4 1,136.7 $ 137.7 59.5

Operating Profit

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

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

(In millions)

23 unchanged sentences

— — ( 1.6 ) ( 11.2 )

Change in allowance estimate (e)

Transformation initiatives (e)

— — ( 4.8 ) —

1 unchanged sentence

— — ( 0.4 ) ( 0.2 )

Reporting compliance (g)

$ 1,236.1 1,185.4 $ 120.9 79.8

$ 3,629.0 3,344.6 $ 323.1 218.4

(a) This line item includes adjustments to bad debt expense and a Mexico profit sharing plan accrual reported by the segments to the estimated consolidated amounts required by U.S.

5 unchanged sentences

Currency remeasurement gains and losses related to peso-denominated monetary assets and liabilities as well as incremental expense related to nonmonetary assets are excluded from segment results.

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

See Note 1 for further details.

(e) Costs (primarily third party professional services and project management charges) related to a management-directed program intended to accelerate growth and drive margin expansion through transformation of our business model.

(f) See details regarding the Chile antitrust matter at Note 13.

(g) Costs (primarily third party expenses) related to material weakness remediation.

Additional information provided at page 45.

Note 4 - Retirement benefits

2 unchanged sentences

Benefits under most plans are based on salary and years of service.

The components of net periodic pension cost for our pension plans were as follows:

The components of net periodic pension cost (credit) for our pension plans were as follows:

Plans Non-U.S.

(In millions) 2024 2023 2024 2023 2024 2023

Three months ended September 30,

Service cost $ — — 1.9 2.0 1.9 2.0

Interest cost on projected benefit obligation 8.1 5.8 4.6 3.2 12.7 9.0

Return on assets – expected ( 11.8 ) ( 12.1 ) ( 2.8 ) ( 3.2 ) ( 14.6 ) ( 15.3 )

Amortization of losses 0.3 5.9 0.5 0.5 0.8 6.4

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

Settlement loss — — 0.1 0.1 0.1 0.1

Net periodic pension cost $ ( 3.4 ) ( 0.4 ) 4.4 2.5 1.0 2.1

Nine months ended September 30,

Three months ended March 31,

Service cost $ — — 2.2 1.8 2.2 1.8

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Amortization of losses 1.5 0.5 0.6 0.4 2.1 0.9

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

Settlement loss — — 0.3 0.1 0.3 0.1

Net periodic pension cost $ ( 9.9 ) ( 1.3 ) 12.6 8.4 2.7 7.1

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.

Net periodic pension cost (credit)

$ ( 2.4 ) ( 3.2 ) 4.7 3.9 2.3 0.7

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

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

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

pension plan in 2023 or the first three months of 2024.

Based on current assumptions described in our Annual Report on Form 10-K for the year ended December 31, 2023, we do not expect to make contributions to the primary U.S.

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coal operations include medical benefits provided by the Pittston Coal Group Companies Employee Benefit Plan for United Mine Workers of America Represented Employees (the “UMWA plans”) as well as costs related to Black Lung obligations.

The components of net periodic postretirement cost related to retirement benefits other than pensions were as follows:

The components of net periodic postretirement cost (credit) related to retirement benefits other than pensions were as follows:

UMWA Plans Black Lung and Other Plans Total

(In millions) 2024 2023 2024 2023 2024 2023

Three months ended September 30,

Interest cost on accumulated postretirement benefit obligations $ 2.7 2.5 1.4 0.9 4.1 3.4

Return on assets – expected ( 2.6 ) ( 3.3 ) — — ( 2.6 ) ( 3.3 )

Amortization of losses 1.1 2.4 1.3 1.8 2.4 4.2

Amortization of prior service cost ( 2.7 ) ( 1.2 ) ( 0.1 ) ( 0.1 ) ( 2.8 ) ( 1.3 )

Net periodic postretirement cost $ ( 1.5 ) 0.4 2.6 2.6 1.1 3.0

Nine months ended September 30,

Three months ended March 31,

Service cost $ — — 0.1 0.1 0.1 0.1

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Amortization of losses 1.3 1.7 1.1 1.1 2.4 2.8

Amortization of prior service cost ( 8.2 ) ( 3.5 ) ( 0.1 ) ( 0.2 ) ( 8.3 ) ( 3.7 )

Net periodic postretirement cost $ ( 3.6 ) 2.1 7.7 8.1 4.1 10.2

Note 5 - Income taxes

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

Amortization of prior service credit

( 2.8 ) ( 2.7 ) — — ( 2.8 ) ( 2.7 )

Net periodic postretirement cost (credit)

$ ( 1.4 ) ( 0.6 ) 2.5 2.5 1.1 1.9

The components of net periodic postretirement cost (credit) 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,

Continuing operations

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Statutory Rate

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

The effective income tax rate on continuing operations in the first three months of 2024 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, the increase of valuation allowances on U.S.

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

taxable income and credit limitations.

2023 Compared to U.S.

Statutory Rate

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

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

tax credits deemed realizable as a result of the issuance of U.S.

final foreign tax credit regulations, offset by the geographical mix of earnings, the seasonality of book losses for which no tax benefit can be recorded, nondeductible expenses in Mexico, taxes on cross border payments and U.S.

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

Valuation Allowance-Tax Credits

In the first quarter of 2022, we concluded that it is more-likely-than-not that a substantial amount of the U.S.

deferred tax assets for U.S.

foreign tax credit and general business credit carryforwards that previously required a valuation allowance would be realized.

Our conclusion was based upon an analysis of the final foreign tax credit regulations that the U.S.

Treasury published in the Federal Register on January 4, 2022.

Based upon this analysis, we determined a significant amount of the post-2021 foreign withholding taxes will now be ineligible for U.S.

foreign income tax credit treatment and therefore we forecasted that our U.S.

operations would no longer annually be generating new foreign tax credits in excess of its annual foreign tax credit utilization limit.

As a result, we expect to be able to utilize a substantial amount of our foreign tax credit and general business tax credit carryforwards to offset future tax prior to their expiration.

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

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

In the second quarter of 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 for the nine month period ended September 30, 2023.

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 impact in our provision for income taxes for the three and nine month periods ended September 30, 2023 is less than $ 1.0 million of tax expense.

Note 6 - Acquisitions and Dispositions

We account for business combinations using the acquisition method.

Under the acquisition method of accounting, assets acquired and liabilities assumed from these operations are recorded at fair value on the date of acquisition.

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

NoteMachine Limited Acquisition

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

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

We acquired the NoteMachine businesses for approximately $ 194 million.

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

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

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

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

We finalized our purchase price accounting for NoteMachine in the third quarter of 2023.

There were no material changes in the third quarter of 2023 to the amounts previously disclosed.

(In millions) Estimated Fair Value at Acquisition Date

Fair value of purchase consideration

Purchase consideration, excluding contingent consideration $ 179.4

Contingent consideration at acquisition-date fair value (a)

Fair value of purchase consideration $ 194.2

Fair value of net assets acquired

Restricted cash 12.1

Accounts receivable 27.3

Other current assets 14.5

Property and equipment, net 38.2

Intangible assets (b)

Other noncurrent assets 11.1

Current liabilities ( 37.0 )

Other noncurrent liabilities ( 27.2 )

Fair value of net assets acquired $ 194.2

(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 September 30, 2023, approximately $ 10 million has been paid to the seller for this component.

A smaller component was based on post-acquisition increases in the ATM cash withdrawal interchange fees through September 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 $ 63 million has been assigned to the Europe reporting unit and goodwill of $ 1 million has been assigned to the North America reporting unit.

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

Touchpoint 21 Acquisition

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

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

The purchase consideration 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 nine months of 2023.

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

Three months ended September 30, 2023

NoteMachine $ 38.0 ( 0.1 )

Total $ 38.0 ( 0.1 )

Three months ended September 30, 2022

NoteMachine $ — —

Nine months ended September 30, 2023

NoteMachine $ 106.2 —

Total $ 106.2 —

Nine months ended September 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 September 30,

Brink's as reported $ 1,227.4 45.6

NoteMachine (a)

Total $ 1,227.4 45.6

Brink's as reported $ 1,136.7 19.2

NoteMachine (a)

Total $ 1,172.7 22.6

Pro forma results of Brink's for the nine months ended September 30,

Brink's as reported $ 3,629.0 92.7

NoteMachine (a)

Total $ 3,629.0 92.7

Brink's as reported $ 3,344.6 125.6

NoteMachine (a)

Total $ 3,453.8 135.5

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

Argentina Union Payments

In the third quarter of 2017, we acquired 100 % of the shares of Maco Transportadora de Caudales S.A.

("Maco Transportadora") and Maco Litoral, S.A.

("Maco Litoral" and, together with Maco Transportadora, "Maco").

Maco Transportadora is a CIT and money processing business and Maco Litoral provides CIT and ATM services.

Both businesses operate in Argentina.

Although the Maco operations were acquired by Brink's Argentina in 2017, the National Antitrust Authority did not formally approve the business acquisitions until 2021.

The approval was issued conditioned on the divestiture of certain armored vehicles and relocation of other armored vehicles.

These actions were completed in 2022.

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

We recognized $ 12.5 million in related costs in 2022.

In the first nine months of 2023, we recognized a $ 4.7 million charge for an inflation-adjusted labor increase to the expected payments.

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

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

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

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

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

Note 6 - Accumulated other comprehensive income (loss)

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Income (Loss)

Three months ended September 30, 2023

Three months ended March 31, 2024

Amounts attributable to Brink's:

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( 18.6 ) ( 2.2 ) ( 1.1 ) 0.3 ( 21.6 )

Unrealized gains (losses) on available-for-sale securities ( 0.7 ) 0.2 8.6 ( 3.0 ) 5.1

Gains (losses) on cash flow hedges 11.5 ( 1.6 ) ( 4.6 ) 1.0 6.3

( 26.8 ) ( 3.9 ) 3.3 ( 1.8 ) ( 29.2 )

Amounts attributable to noncontrolling interests:

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

( 1.5 ) — — — ( 1.5 )

Benefit plan adjustments (a)

0.7 0.2 0.5 ( 0.1 ) 1.3

Foreign currency translation adjustments (b)

( 39.8 ) ( 2.7 ) ( 1.2 ) 0.3 ( 43.4 )

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

( 0.7 ) 0.2 8.6 ( 3.0 ) 5.1

Gains (losses) on cash flow hedges (d)

11.5 ( 1.6 ) ( 4.6 ) 1.0 6.3

$ ( 28.3 ) ( 3.9 ) 3.3 ( 1.8 ) ( 30.7 )

Three months ended September 30, 2022

Amounts attributable to Brink's:

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

Foreign currency translation adjustments (b)

Gains (losses) on available-for-sale securities

1.1 ( 1.9 ) — — ( 0.8 )

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

Gains (losses) on cash flow hedges 15.7 ( 3.5 ) ( 5.0 ) 1.2 8.4

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( 20.4 ) ( 2.2 ) ( 1.1 ) 0.3 ( 23.4 )

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

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

1.1 ( 1.9 ) — — ( 0.8 )

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$ ( 4.3 ) ( 7.5 ) ( 4.0 ) 1.0 ( 14.8 )

Amounts Arising During

the Current Period Amounts Reclassified to

Net Income (Loss)

(In millions) Pretax Income

Tax Pretax Income

Tax Total Other

Comprehensive

Income (Loss)

Nine months ended September 30, 2023

Three months ended March 31, 2023

Amounts attributable to Brink's:

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44.6 0.1 ( 1.4 ) 0.3 43.6

Unrealized gains (losses) on available-for-sale securities ( 0.3 ) 0.1 8.6 ( 3.0 ) 5.4

Gains (losses) on cash flow hedges 19.8 ( 1.7 ) ( 5.9 ) 0.5 12.7

43.0 ( 1.6 ) 0.5 ( 2.0 ) 39.9

Amounts attributable to noncontrolling interests:

Foreign currency translation adjustments ( 4.3 ) — — — ( 4.3 )

( 4.3 ) — — — ( 4.3 )

Benefit plan adjustments (a)

( 3.0 ) 0.7 1.9 ( 0.5 ) ( 0.9 )

Foreign currency translation adjustments (b)

22.2 ( 0.7 ) ( 4.1 ) 1.0 18.4

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

( 0.3 ) 0.1 8.6 ( 3.0 ) 5.4

Gains (losses) on cash flow hedges (d)

19.8 ( 1.7 ) ( 5.9 ) 0.5 12.7

$ 38.7 ( 1.6 ) 0.5 ( 2.0 ) 35.6

Nine months ended September 30, 2022

Amounts attributable to Brink's:

Benefit plan adjustments $ 0.4 0.3 29.1 ( 6.9 ) 22.9

Foreign currency translation adjustments (b)

Gains (losses) on available-for-sale securities

( 1.9 ) 0.7 — — ( 1.2 )

Unrealized losses on available-for-sale securities — ( 1.0 ) — — ( 1.0 )

Gains (losses) on cash flow hedges ( 8.4 ) 2.4 ( 0.3 ) ( 0.2 ) ( 6.5 )

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44.8 0.1 ( 1.4 ) 0.3 43.8

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

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

( 1.9 ) 0.7 — — ( 1.2 )

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

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

Three Months Ended March 31,

(In millions) 2024 2023

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Interest and other nonoperating expense 1.1 0.7

(b) 2023 foreign currency translation adjustment amounts arising during the three months ended September 30, 2023 reflect primarily the devaluation of the Brazilian real, the Mexican peso, the Chilean peso, and the euro.

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

2023 foreign currency translation adjustment amounts arising during the nine months ended September 30, 2023 reflect primarily the appreciation of the Mexican peso, and the Brazilian real, partially offset by the devaluation of the euro.

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

(b) 2024 foreign currency translation adjustment amounts arising during the three months ended March 31, 2024 reflect primarily the devaluation of the Chilean peso, the Brazilian real, and the euro, partially offset by the appreciation of the Mexican peso.

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.

(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.

Pretax amounts are classified in the condensed consolidated statements of operations as interest and other nonoperating income (expense).

We realized an $ 8.6 million loss on sales of available-for-sale debt securities in the third quarter of 2023.

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

• ot her operating income (expense) ($ 0.5 million loss in the three months ended September 30, 2023 and $ 0.3 million gain in the three months ended September 30, 2022;

as well as $ 7.7 million loss in the nine months ended September 30, 2023 and $ 6.2 million loss in the nine months ended September 30, 2022).

• interest expense ($ 5.2 million reduction to expense in the three months ended September 30, 2023 and $ 0.5 million of expense in the three months ended September 30, 2022;

as well as $ 13.7 million reduction to expense in the nine months ended September 30, 2023 and $ 5.4 million of expense in the nine months ended September 30, 2022).

• ot her operating income (expense) ( no gains or losses in the three months ended March 31, 2024 and $ 3.4 million loss in the three months ended March 31, 2023).

• interest expense ($ 5.0 million reduction to expense in the three months ended March 31, 2024 and $ 3.7 million reduction to expense in the three months ended March 31, 2023).

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

(In millions) Benefit Plan Adjustments Foreign Currency Translation Adjustments Unrealized Losses on Available-for-Sale Securities Gains (Losses) on Cash Flow Hedges Total

(In millions)

Benefit Plan Adjustments Foreign Currency Translation Adjustments Gains (Losses) on Available-for-Sale Securities

Gains (Losses) on Cash Flow Hedges Total

Balance as of December 31, 2023 $ ( 302.2 ) ( 368.2 ) ( 1.8 ) 16.2 ( 656.0 )

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Other comprehensive income (loss) attributable to Brink's 1.0 ( 21.6 ) ( 0.8 ) 8.4 ( 13.0 )

Balance as of September 30, 2023 $ ( 291.6 ) ( 411.1 ) 4.8 37.3 ( 660.6 )

Balance as of March 31, 2024 $ ( 301.2 ) ( 389.8 ) ( 2.6 ) 24.6 ( 669.0 )

Note 7 - Fair value of financial instruments

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

(In millions) September 30, 2023 December 31, 2022

(In millions) March 31, 2024 December 31, 2023

$600 million senior unsecured notes

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

At September 30, 2023, the notional value of our outstanding foreign currency forward and swap contracts was $ 574 million, with average maturities of approximately one month .

At March 31, 2024, the notional value of our outstanding foreign currency forward and swap contracts was $ 757 million, with average maturities of approximately one month .

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

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

At September 30, 2023, the fair value of our short term foreign currency contracts was a net asset of approximately $ 6.3 million of which $ 9.2 million was included in prepaid expenses and other and $ 2.9 million was included in accrued liabilities on the condensed consolidated balance sheet.

At March 31, 2024, the fair value of our short term foreign currency contracts was a net asset of approximately $ 6.0 million, of which $ 7.1 million was included in prepaid expenses and other and $ 1.1 million was included in accrued liabilities on the condensed consolidated balance sheet.

At December 31, 2023, the fair value of these foreign currency contracts was a net liability of approximately $ 1.1 million, of which $ 8.7 million was included in prepaid expenses and other and $ 9.8 million was included in accrued liabilities on the condensed consolidated balance sheet.

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

Ended September 30, Nine Months

Ended September 30,

Ended March 31,

(in millions) 2024 2023

Derivative instrument gains included in other operating income (expense) $ 13.4 8.2

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

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

We immediately reclassify from accumulated other comprehensive income (loss) to earnings an amount to offset the remeasurement recognized in earnings associated with the respective intercompany loan.

Additionally, we reclassify amounts from accumulated other comprehensive income (loss) to interest expense amounts that are associated with the interest rate differential between a U.S.

In the first quarter of 2019, we entered into a long term cross currency swap contract to hedge exposure in Brazilian real.

This cross currency swap contract matured and was fully settled in the fourth quarter of 2023.

The swap contract was designated as a cash flow hedge for accounting purposes and changes in the fair value of the cash flow hedge were initially recorded in the gains (losses) on cash flow hedges component of accumulated other comprehensive income (loss).

We immediately reclassified from accumulated other comprehensive income (loss) to earnings an amount to offset the remeasurement recognized in earnings associated with the respective intercompany loan.

Additionally, we reclassified amounts from accumulated other comprehensive income (loss) to interest expense that were associated with the interest rate differential between a U.S.

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

At September 30, 2023, the notional value of this contract was $ 30 million with a weighted-average maturity of 0.1 years.

At September 30, 2023, the fair value of the cross currency swap contract was an asset of $ 7.2 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 was included in prepaid expenses and other on the condensed consolidated balance sheet.

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

Ended September 30, Nine Months

Ended September 30,

In the first quarter of 2023, 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,

(In millions) 2024 2023

Derivative instrument gains (losses) included in other operating income (expense) $ ( 0.5 ) 0.3 $ ( 7.7 ) ( 6.2 )

Offsetting transaction gains (losses) 0.5 ( 0.3 ) 7.7 6.2

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

Offsetting transaction gains — 3.4

Derivative instrument losses included in interest expense — ( 0.3 )

Net derivative instrument gains (losses) ( 0.7 ) — ( 8.4 ) ( 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.

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

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

At September 30, 2023, the notional value of these contracts was $ 400 million with a remaining weighted-average maturity of 0.2 years.

At September 30, 2023, the fair value of these interest rate swaps was an asset of $ 4.1 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.

Net derivative instrument losses — ( 3.7 )

In the first quarter of 2019, we entered into ten interest rate swaps that matured in January 2024.

These interest rate swaps hedged 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 were initially recorded in the gains (losses) on cash flow hedges component of accumulated other comprehensive income (loss).

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

At December 31, 2023, the fair value of these interest rate swaps was a net asset of $ 1.1 million, which was included in prepaid expenses and other 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.

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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 September 30, 2023, the notional value of these contracts was $ 200 million with a remaining weighted-average maturity of 1.9 years.

At September 30, 2023, the fair value of these interest rate swaps was a net asset of $ 18.4 million of which $ 7.0 million was included in prepaid expenses and other and $ 11.4 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.

At March 31, 2024, the notional value of these contracts was $ 200 million with a remaining weighted-average maturity of 1.7 years.

At March 31, 2024, the fair value of these interest rate swaps was a net asset of $ 14.5 million, of which $ 6.3 million was included in prepaid expenses and other and $ 8.2 million was included in other assets on the condensed consolidated balance sheet.

At December 31, 2023, the fair value of these interest rate swaps was a net asset of $ 12.2 million, of which $ 5.8 million was included in prepaid expenses and other and $ 6.4 million was included in other assets on the condensed 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.

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).

Accordingly, changes in the fair value of these cash flow hedges are initially recorded in the gains (losses) on cash flow hedges component of

accumulated other comprehensive income (loss).

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

At September 30, 2023, the notional value of these contracts was $ 175 million with a remaining weighted-average maturity of 1.9 years.

At September 30, 2023, the fair value of these interest rate swaps was a net asset of $ 5.0 million of which $ 3.0 million was included in prepaid expenses and other and $ 2.0 million was included in other assets on the condensed consolidated balance sheet.

At March 31, 2024, the notional value of these contracts was $ 175 million with a remaining weighted-average maturity of 1.7 years.

At March 31, 2024, the fair value of these interest rate swaps was a net asset of $ 2.9 million, of which $ 2.3 million was included in prepaid expenses and other and $ 0.6 million was included in other assets on the condensed consolidated balance sheet.

At December 31, 2023, the fair value of these interest rate swaps was a net asset of $ 0.1 million, of which $ 1.9 million was included in prepaid expenses and other and $ 1.8 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.

In the second quarter of 2023, we entered into eight forward-starting interest rates swaps that became 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 replaced the $ 400 million interest rate swaps that matured 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 September 30, 2023, the notional value of these contracts was $ 400 million with a remaining weighted-average maturity of 2.1 years.

At September 30, 2023, the fair value of these interest rate swaps was an asset of $ 14.8 million of which $ 5.6 million was included in prepaid expenses and other and $ 9.2 million was included in other assets on the condensed consolidated balance sheet.

At March 31, 2024, the notional value of these contracts was $ 400 million with a remaining weighted-average maturity of 1.7 years.

At March 31, 2024, the fair value of these interest rate swaps was a net asset of $ 12.4 million, of which $ 7.2 million was included in prepaid expenses and other and $ 5.2 million was included in other assets on the condensed consolidated balance sheet.

At December 31, 2023, the fair value of these interest rate swaps was a net asset of $ 5.7 million, of which $ 5.4 million was included in prepaid expenses and other and $ 0.3 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.

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

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

We subsequently entered into a total of nine cross currency swaps with a total notional of $ 400 million to hedge a portion of our net investment in certain of our subsidiaries with euro functional currencies.

Swaps with a total notional of $ 215 million will terminate in May 2026 and swaps with a total notional of $ 185 million will terminate in April 2031.

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

We subsequently entered into a total of nine cross currency swaps with a total notional value of $ 400 million to hedge a portion of our net investment in certain of our subsidiaries with euro functional currencies.

Swaps with a total notional value of $ 215 million will terminate in May 2026 and swaps with a total notional of $ 185 million will terminate in April 2031.

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

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.

In the third quarter of 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.

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

At September 30, 2023, the total notional value of these cross currency swap contracts was $ 400 million with a remaining weighted average maturity of 2.1 years for the cross currency swaps maturing in May 2026 and a remaining weighted average maturity of 6.3 years for the cross currency swaps maturing in April 2031.

At September 30, 2023, the fair value of these cross currency swaps was a net liability of $ 17.3 million of which $ 5.6 million was included in prepaid expenses and other and $ 22.9 million was included in other liabilities on the condensed consolidated balance sheet.

At March 31, 2024, the total notional value of these cross currency swap contracts was $ 400 million with a remaining weighted average maturity of 1.8 years for the cross currency swaps maturing in May 2026 and a remaining weighted average maturity of 6.1 years for the cross currency swaps maturing in April 2031.

At March 31, 2024, the fair value of these cross currency swaps was a net liability of $ 29.1 million, of which $ 5.6 million was included in prepaid expenses and other and $ 34.7 million was included in other liabilities on the condensed consolidated balance sheet.

At December 31, 2023, the fair value of these cross currency swaps was a net liability of $ 34.6 million, of which $ 5.6 million was included in prepaid expenses and other and $ 40.2 million was included in other liabilities on the condensed consolidated balance sheet.

At September 30, 2023, the fair value of the zero cost collar was an asset of $ 2.6 million included in other assets on the condensed consolidated balance sheet.

At March 31, 2024, the fair value of the zero cost collar was an asset of $ 1.0 million, which was included in other assets on the condensed consolidated balance sheet.

At December 31, 2023, the fair value of the zero cost collar was an asset of $ 0.1 million, which was included in other assets on the condensed consolidated balance sheet.

In the fourth quarter of 2023, we entered into a foreign exchange forward swap contract to hedge a portion of our net investments in certain of our subsidiaries with Hong Kong dollar functional currencies.

As the contract is designated as a net investment hedge for accounting purposes, we will use the spot method to assess effectiveness of this derivative contract.

We will record changes in fair value attributable to changes in the Hong Kong dollar undiscounted spot rates in the foreign currency translation adjustments component of accumulated other comprehensive income (loss) with amounts remaining in accumulated comprehensive income (loss) until the hedged net investments are sold or substantially liquidated.

At March 31, 2024, the notional value of this foreign exchange forward swap contract was $ 55 million with a remaining weighted average maturity of 0.6 years.

At March 31, 2024, the fair value of this derivative contract was an asset of $ 0.2 million, which was included in prepaid

expenses and other on the condensed consolidated balance sheet.

At December 31, 2023, the fair value of this derivative contract was an asset of $ 0.1 million, which was included in prepaid expenses and other on the condensed consolidated balance sheet.

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

Ended September 30, Nine Months

Ended September 30,

Ended March 31,

(In millions) 2024 2023

1 unchanged sentence

Cross currency swaps designated as net investment hedges ( 1.1 ) ( 1.4 )

Net derivative instrument (gains) losses included in interest expense $ ( 6.6 ) ( 1.1 ) ( 18.5 ) —

Net derivative instrument gains included in interest expense ( 6.1 ) ( 5.4 )

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

The majority of cash flows associated with our forward and swap contracts are included as changes in other operating activities in the condensed consolidated statements of cash flows.

If a contract has a significant financing element, cash flows are included within the financing activities section of the condensed consolidated statements of cash flows.

Contingent Consideration

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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 September 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 $ 9.7 million of the contingent consideration has been paid through September 30, 2023, and we do not expect any material change to the payable estimated as of the acquisition date.

The fair value of the contingent consideration is the full $ 22 million that remains potentially payable as of March 31, 2024 as we believe it is unlikely that the contingent consideration payments will be reduced.

Other Financial Instruments

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

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

There were no transfers in or out of any of the levels of the valuation hierarchy in the first three months of 2024.

Note 8 - Debt

September 30, December 31,

March 31, December 31,

(In millions) 2024 2023

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Total debt $ 3,589.9 3,531.3

(a) Amounts outstanding are net of unamortized debt costs of $ 4.2 million as of September 30, 2023 and $ 5.1 million as of December 31, 2022.

(b) Amounts outstanding are net of unamortized debt costs of $ 6.2 million as of September 30, 2023 and $ 7.9 million as of December 31, 2022.

(c) Other facilities include $ 113.8 million to the Brink's Capital credit facility at September 30, 2023, compared to $ 106.8 million at December 31, 2022.

The facility had $ 5,076.3 million in borrowings and $ 5,069.3 million in repayments in the first nine months of 2023, which is reflected in the long-term revolving credit facilities movement in the condensed consolidated statements of cash flows.

(a) Amounts outstanding are net of unamortized debt costs of $ 3.7 million as of March 31, 2024 and $ 4.0 million as of December 31, 2023.

(b) Amounts outstanding are net of unamortized debt costs of $ 5.0 million as of March 31, 2024 and $ 5.6 million as of December 31, 2023.

(c) Other facilities include $ 124.4 million related to the Brink's Capital credit facility at March 31, 2024, compared to $ 209.3 million at December 31, 2023.

The facility had $ 1,877.5 million in borrowings and $ 1,962.4 million in repayments in the first three months of 2024, which is reflected in the long-term revolving credit facilities movement in the condensed consolidated statements of cash flows.

Long-Term Debt

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

As of September 30, 2023, $ 437 million was available under the Revolving Credit Facility.

As of March 31, 2024, $ 306 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 September 30, 2023.

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

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

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

The margin on SOFR borrowings, which can range from 1.25 % to 1.75 %, was 1.50 % at March 31, 2024.

The margin on alternate base rate borrowings, which can range from 0.25 % to 0.75 %, was 0.50 % as of March 31, 2024.

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, 2024.

Senior Unsecured Notes

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In October 2017, we issued at par ten-year senior unsecured notes (the "2017 Senior Notes" and together with the 2020 Senior Notes, the "Senior Notes") in the aggregate principal amount of $ 600 million.

The 2017 Senior Notes will mature on October 15, 2027 and bear an annual interest rate of 4.625 %.

The 2017 Senior Notes will mature on October 15, 2027, bearing an annual interest rate of 4.625 %.

The 2017 Senior Notes are general unsecured obligations guaranteed by certain of the Company’s existing and future U.S.

8 unchanged sentences

Letter of Credit Facilities and Bank Guarantee Facilities

We have two committed letter of credit facilities totaling $ 39 million, of which approximately $ 9 million was available at September 30, 2023.

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

We have two committed letter of credit facilities totaling $ 38 million, of which approximately $ 11 million was available at March 31, 2024.

At March 31, 2024, we had undrawn letters of credit and guarantees of $ 27 million issued under these facilities.

The $ 15 million facility expires in April 2025 and the $ 23 million facility expires in May 2027.

We have two uncommitted letter of credit facilities totaling $ 55 million, of which approximately $ 32 million was available at September 30, 2023.

At September 30, 2023, we had undrawn letters of credit and guarantees of $ 23 million issued under these facilities.

We have two uncommitted letter of credit facilities totaling $ 55 million, of which approximately $ 32 million was available at March 31, 2024.

At March 31, 2024, we had undrawn letters of credit and guarantees of $ 23 million issued under these facilities.

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

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

The Senior Secured Credit Facility, Senior Unsecured Notes, the Letter of Credit Facilities and Bank Guarantee Facilities contain various financial and other covenants.

The Senior Secured Credit Facility, Senior Unsecured Notes, letter of credit facilities and bank guarantee facilities contain various financial and other covenants.

The financial covenants, among other things, limit our ability to provide liens, restrict fundamental changes, limit transactions with affiliates and unrestricted subsidiaries, restrict changes to our fiscal year and to organizational documents, limit asset dispositions, limit the use of proceeds from asset sales, limit sale and leaseback transactions, limit investments, limit the ability to incur debt, restrict certain payments to shareholders, limit negative pledges, limit the ability to change the nature of our business, provide for a maximum consolidated net leverage ratio and provide for minimum coverage of interest costs.

1 unchanged sentence

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

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

We were in compliance with all covenants at March 31, 2024.

Note 9 - Credit losses

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These historical loss rates are the main assumption used in estimating expected credit losses over the life of the financial assets.

We also considered current and expected economic conditions, particularly the effects of the pandemic, in determining an appropriate allowance.

We also considered current and expected economic conditions in determining an appropriate allowance.

We monitor the aging of accounts receivables by country and write off any accounts that are deemed uncollectible.

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 nine month period ended September 30, 2023.

The following table is a rollforward of the allowance for doubtful accounts for the three month period ended March 31, 2024.

Allowance for doubtful accounts:

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Foreign currency exchange effects ( 0.2 )

September 30, 2023 $ 33.6

March 31, 2024 $ 31.2

Note 10 - Share-based compensation plans

1 unchanged sentence

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

The 2017 Plan permits grants of restricted stock, restricted stock units, performance stock, performance units, stock appreciation rights, stock options, as well as other share-based awards to eligible employees.

The 2017 Plan permits grants of restricted stock, restricted stock units, performance stock, performance stock units, stock appreciation rights, stock options, as well as other share-based awards to eligible employees.

The 2017 Plan also permits cash awards to eligible employees.

3 unchanged sentences

We also have outstanding deferred stock units granted to directors under the 2017 Plan.

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

Outstanding awards at September 30, 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.

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

Outstanding awards at March 31, 2024 include performance stock 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 Compensation Expense

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

Compensation Expense

Three Months Ended March 31,

(in millions) 2024 2023

Performance share units $ 3.7 10.5 $ 16.6 26.3

Performance stock units

Restricted stock units 2.5 2.7

Deferred stock units and fees paid in stock 0.4 0.3

Time-based vesting stock options — 0.1 — 0.3

Cash based awards 0.7 1.1

3 unchanged sentences

Performance-Based Stock Options

In 2018, 2017 and 2016, we granted performance-based stock options that have a service condition as well as a market condition.

In addition, some of the awards granted in 2016 contained a non-financial performance condition.

Prior to 2019, we granted primarily performance-based stock options to select senior executives.

These performance-based awards have a service condition as well as a market condition.

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

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

No performance-based options were granted after 2018.

The following table summarizes performance-based stock option activity during the first three months of 2024:

(in thousands)

2 unchanged sentences

Exercised ( 174.4 ) 17.92

Outstanding balance as of September 30, 2023

182.8 $ 17.92

Outstanding balance as of March 31, 2024

Time-Based Stock Options

In 2020 and 2019, we granted time-based stock options that contain only a service condition.

In 2020 and 2019, we granted time-based stock options to certain senior executives.

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

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

The following table summarizes time-based stock option activity during the first three months of 2024:

(in thousands)

1 unchanged sentence

Outstanding balance as of December 31, 2023 115.7 $ 21.43

Outstanding balance as of September 30, 2023

Outstanding balance as of March 31, 2024

115.7 $ 21.43

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 nine months of 2023:

The following table summarizes RSU activity during the first three months of 2024:

(in thousands)

4 unchanged sentences

Vested ( 108.0 ) 68.86

Nonvested balance as of September 30, 2023

Nonvested balance as of March 31, 2024

325.4 $ 70.31

Performance Share Units ("PSUs”)

Performance Stock Units ("PSUs”)

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

1 unchanged sentence

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

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

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

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

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

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

For IM PSUs granted in 2024, the performance period is from January 1, 2024 to December 31, 2026.

In 2023 and in 2024, we also granted IM PSUs to certain employees which contain a market condition, a performance condition, and a service condition.

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

1 unchanged sentence

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

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

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

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

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

The following table summarizes all PSU activity during the first three months of 2024:

(in thousands)

2 unchanged sentences

Granted 207.0 81.34

Forfeited or expired (a)

Forfeited or expired

( 8.6 ) 67.43

( 228.8 ) 80.47

Nonvested balance as of September 30, 2023

Nonvested balance as of March 31, 2024

668.1 $ 72.21

(a) Although the service condition had been met, 31.4 thousand TSR PSUs granted in 2020 expired in accordance with the market condition terms of the underlying award agreement.

These units had a weighted average grant-date fair value of $ 94.52 per share.

(b) The vested PSUs presented are based on the target amount of the award.

(a) The vested PSUs presented are based on the target amount of the award.

In accordance with the terms of the underlying award agreements, the actual shares earned and distributed for the performance period ended December 31, 2023 were 437.9 thousand, compared to target shares of 228.8 thousand.

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

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

The following table summarizes all DSU activity during the first three months of 2024:

(in thousands)

1 unchanged sentence

Nonvested balance as of December 31, 2023 19.2 $ 62.43

Granted 19.2 62.43

Vested ( 18.6 ) 54.67

Nonvested balance as of September 30, 2023

Nonvested balance as of March 31, 2024

Note 11 - Capital Stock

At September 30, 2023, we had 100 million shares of common stock authorized and 45.3 million shares issued and outstanding.

At March 31, 2024, we had 100 million shares of common stock authorized and 44.6 million shares issued and outstanding.

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

On July 13, 2023, the Board declared a regular quarterly dividend of 22 cents per share payable on September 1, 2023 to shareholders of record on July 31, 2023.

On September 21, 2023, the Board declared a regular quarterly dividend of 22 cents per share payable on December 1, 2023 to shareholders of record on November 6, 2023.

On January 18, 2024, the Board declared a regular quarterly dividend of 22 cents per share payable on March 1, 2024 to shareholders of record on February 5, 2024.

On May 1, 2024, the Board declared a regular quarterly dividend of 24.25 cents per share payable on June 3, 2024 to shareholders of record on May 13, 2024.

The payment of future dividends is at the discretion of the Board of Directors and is dependent on our future earnings, financial condition, shareholder equity levels, cash flow, business requirements and other factors.

Preferred Stock

At September 30, 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 March 31, 2024, 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

On October 27, 2021, we announced that our Board of Directors authorized a $ 250 million share repurchase program that expires on December 31, 2023 (the "2021 Repurchase Program").

This authorization replaces our previous $ 250 million repurchase program, authorized by the Board in February 2020 (the "2020 Repurchase Program"), which expired on December 31, 2021, with no amount remaining available.

Under the 2021 Repurchase Program, we are not obligated to repurchase any specific dollar amount or number of shares.

In November 2023, our Board of Directors authorized a $ 500 million share repurchase program that expires on December 31, 2025 (the "2023 Repurchase Program").

Under the 2023 Share Repurchase Program, we are not obligated to repurchase any specific dollar amount or number of shares.

The timing and volume of share repurchases may be executed at the discretion of management on an opportunistic basis, or pursuant to trading plans or other arrangements.

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

During the first nine months ended September 30, 2023, we repurchased a total of 1,453,573 shares of our common stock for an aggregate of $ 105.7 million and an average price of $ 72.72 per share.

During the first three months ended March 31, 2024, we repurchased a total of 274,680 shares of our common stock for an aggregate of $ 23.0 million and an average price of $ 83.77 per share.

These shares were retired upon repurchase.

At September 30, 2023, $ 92 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.

Under this ASR, the purchase period had a scheduled termination date of June 1, 2022.

In April 2022, the financial institution elected to early terminate this ASR and an additional 546,993 shares were repurchased.

In total, 2,289,153 shares were repurchased under this ASR at an average repurchase price of $ 65.53 .

On November 2, 2023 , our Board of Directors authorized a $ 500 million share repurchase program that expires on December 31, 2025.

The new share repurchase program is in addition to the existing share repurchase program expiring December 31, 2023.

At March 31, 2024, $ 477 million remained available under the 2023 Repurchase Program.

In October 2021, we announced that our Board of Directors authorized a $ 250 million share repurchase program (the "2021 Repurchase Program").

Under the 2021 Repurchase Program, in 2023, we repurchased a total of 2,297,955 shares of our common stock for an aggregate of $ 169.9 million and an average price of $ 73.92 per share.

These shares were retired upon repurchase.

The 2021 Repurchase Program expired on December 31, 2023 with approximately $ 28 million remaining available.

Shares Used to Calculate Earnings per Share

Ended September 30, Nine Months

Ended September 30,

Ended March 31,

(In millions) 2024 2023

Weighted-average shares:

46.5 47.4 46.6 47.5

Effect of dilutive stock awards and options 0.5 0.7

Diluted 45.3 47.4

Antidilutive stock awards and options excluded from denominator (b)

0.4 0.5 0.4 0.7

Antidilutive stock awards and options excluded from denominator

(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 and 0.3 million in the nine months ended September 30, 2023, and 0.2 million in the three months and 0.3 million in nine months ended September 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.

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

Accordingly, included in basic shares are 0.2 million in the three months ended March 31, 2024, and 0.3 million in the three months ended March 31, 2023.

Note 12 - Supplemental cash flow information

Ended September 30,

Ended March 31,

(In millions) 2024 2023

2 unchanged sentences

Income taxes, net 28.2 23.3

Argentina Currency Conversions

We have elected in the past and could continue in the future to repatriate cash from Brink's Argentina using different means to convert Argentine pesos into U.S.

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.

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

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

Non-cash Investing and Financing Activities

We acquired $ 61.5 million in armored vehicles and other equipment under financing lease arrangements in the first nine months of 2023 compared to $ 43.7 million in armored vehicles and other equipment acquired under financing lease arrangements in the first nine months of 2022.

We acquired $ 19.5 million in armored vehicles and other equipment under financing lease arrangements in the first three months of 2024 compared to $ 20.7 million in armored vehicles and other equipment acquired under financing lease arrangements in the first three months of 2023.

Loans Held for Investment

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In accordance with a revolving credit facility, we are required to maintain a restricted cash reserve of $ 43.1 million ($ 40.9 million at December 31, 2023) and, due to this contractual restriction, we have classified these amounts as restricted cash.

At September 30, 2023, we held $ 387.0 million of restricted cash ($ 184.3 million represented restricted cash held for customers and $ 160.7 million represented accrued liabilities).

At March 31, 2024, we held $ 557.9 million of restricted cash ($ 340.6 million represented restricted cash held for customers and $ 172.6 million represented accrued liabilities).

At December 31, 2023, we held $ 507.0 million of restricted cash ($ 298.7 million represented restricted cash held for customers and $ 167.8 million represented accrued liabilities).

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

September 30, December 31,

March 31, December 31,

(In millions) 2024 2023

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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 nine months of 2023, we recognized an additional $ 0.4 million adjustment to our estimated loss.

The adjustments resulted from a change in currency rates.

In the first three months of 2024, we recognized an additional $ 0.4 million adjustment and, in the first three months of 2023, an additional $ 0.2 million adjustment to our estimated loss.

The adjustments resulted primarily from changes in currency rates.

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

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We have recorded accruals for losses that are considered probable and reasonably estimable.

Except as otherwise noted, we do not believe that it is reasonably possible the ultimate disposition of any of the lawsuits currently pending against the Company could have a material adverse effect on our liquidity, financial position or results of operations.

Note 15 - Reorganization and Restructuring

2022 Global Restructuring Plan

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

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

In total, we have recognized $ 32.2 million in charges under the program, including $ 10.0 million in the first nine months of 2023.

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

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

(In millions) Severance Costs Other Total

Balance as of January 1, 2023 $ 11.5 — 11.5

Expense 8.1 1.9 10.0

Payments and utilization ( 14.0 ) ( 1.9 ) ( 15.9 )

Foreign currency exchange effects 0.1 — 0.1

Balance as of September 30, 2023 $ 5.7 — 5.7

Other Restructurings

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

As a result of these actions, we recognized net costs of $ 16.5 million in the first nine months of 2022, primarily severance costs.

We recognized $ 4.6 million in net costs in the first nine 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.

Except as otherwise noted, we do not believe that it is reasonably possible the ultimate disposition of any of the legal matters currently pending against the Company could have a material adverse effect on our liquidity, financial position or results of operations.

THE BRINK’S COMPANY

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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