What changed in this filing

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Item 1. Financial Statements

2024-08-07 compared with 2024-05-08 · 397 added, 172 removed, 823 unchanged (41% of the section changed)

4 unchanged sentences

(In millions, except for per share amounts)

March 31, 2024 December 31, 2023

June 30, 2024 December 31, 2023

Current assets:

50 unchanged sentences

Condensed Consolidated Statements of Operations

Ended March 31,

Ended June 30, Six Months

Ended June 30,

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

10 unchanged sentences

Provision for income taxes

22.1 23.4 48.3 43.7

Income from continuing operations 49.9 35.2 102.1 52.8

Income from discontinued operations, net of tax

Income (loss) from discontinued operations, net of tax

( 0.1 ) ( 0.1 ) ( 0.1 ) 0.6

Net income 49.8 35.1 102.0 53.4

21 unchanged sentences

Condensed Consolidated Statements of Comprehensive Income (Loss)

Ended March 31,

Ended June 30, Six Months

Ended June 30,

(In millions) 2024 2023 2024 2023

3 unchanged sentences

Benefit plan prior service costs

( 10.4 ) ( 2.7 ) ( 13.2 ) ( 5.7 )

Deferred profit sharing ( 0.2 ) 0.3 ( 0.1 ) 0.3

1 unchanged sentence

Foreign currency translation adjustments ( 71.1 ) 15.7 ( 92.6 ) 59.1

Gains (losses) on available-for-sale securities

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

Gains on available-for-sale securities

0.6 2.3 1.7 0.4

Gains on cash flow hedges

0.9 15.7 11.6 7.0

Other comprehensive income (loss) before tax ( 75.0 ) 31.3 ( 83.3 ) 64.2

1 unchanged sentence

Other comprehensive income (loss) ( 75.9 ) 30.3 ( 90.7 ) 66.3

Comprehensive income

Comprehensive income (loss)

( 26.1 ) 65.4 11.3 119.7

Less comprehensive income attributable to noncontrolling interests

Comprehensive income attributable to Brink's

2.7 — 3.8 3.5

Comprehensive income (loss) attributable to Brink's

$ ( 28.8 ) 65.4 $ 7.5 116.2

See accompanying notes to condensed consolidated financial statements.

2 unchanged sentences

Condensed Consolidated Statements of Equity

Three Months ended March 31, 2024

Six Months ended June 30, 2024

(In millions) Shares Common

16 unchanged sentences

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

Net income — — — 46.2 — 3.6 49.8

Other comprehensive loss

— — — — ( 75.0 ) ( 0.9 ) ( 75.9 )

Shares repurchased (a)

( 0.4 ) ( 0.4 ) ( 7.9 ) ( 35.3 ) — — ( 43.6 )

Dividends to:

Brink’s common shareholders ($ 0.2425 per share)

— — — ( 10.8 ) — — ( 10.8 )

Noncontrolling interests — — — — — ( 0.1 ) ( 0.1 )

Share-based compensation:

Stock awards and options:

Compensation expense — — 7.3 — — — 7.3

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

Balance as of June 30, 2024 44.2 $ 44.2 666.3 354.0 ( 744.0 ) 126.1 446.6

(a) During the quarter ended June 30, 2024, we repurchased a total of 447,360 shares of our common stock for an aggregate of $ 42.7 million in cash.

On the last day of June 2024, 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 $ 0.6 million to repurchase those shares and, as of June 30, 2024, 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 six months ended June 30, 2024, shares repurchased include the 1% excise tax imposed under the Inflation Reduction Act of 2022 of approximately $ 0.3 million.

* Accumulated other comprehensive income (loss)

See accompanying notes to condensed consolidated financial statements.

Six Months ended June 30, 2023

(In millions) Shares Common

14 unchanged sentences

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

Net income — — — 32.1 — 3.0 35.1

Other comprehensive income (loss)

— — — — 33.3 ( 3.0 ) 30.3

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

Dividends to:

Brink’s common shareholders ($ 0.2200 per share)

— — — ( 10.2 ) — — ( 10.2 )

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

Share-based compensation:

Stock awards and options:

Compensation expense — — 8.3 — — — 8.3

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

Acquisitions of noncontrolling interests

— — 0.3 — — ( 0.9 ) ( 0.6 )

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

* Accumulated other comprehensive income (loss)

3 unchanged sentences

Condensed Consolidated Statements of Cash Flows

Ended March 31,

Ended June 30,

(In millions)

Cash flows from operating activities:

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

Adjustments to reconcile net income to net cash provided by (used in) operating activities:

(Income) loss from discontinued operations, net of tax

3 unchanged sentences

(Gain) loss on marketable securities and sale of property and equipment ( 2.8 ) 1.6

Loss on business dispositions — 2.0

Impairment losses

Retirement benefit funding (more) less than expense:

Retirement benefit funding more than expense:

( 3.3 ) ( 4.5 )

1 unchanged sentence

( 3.9 ) ( 3.2 )

Remeasurement losses due to Argentina currency devaluation

Unrealized foreign currency (gains) losses

Other operating

1 unchanged sentence

(Increase) decrease in accounts receivable and income taxes receivable

Decrease in accounts payable, income taxes payable and accrued liabilities

( 62.2 ) ( 89.0 )

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

Decrease in restricted cash held for customers

( 67.2 ) ( 16.2 )

Increase (decrease) in restricted cash held for customers 57.3 ( 43.7 )

Increase (decrease) in customer obligations

Increase (decrease) in prepaid and other current assets

Decrease in prepaid and other current assets

( 21.8 ) ( 3.3 )

Net cash (used in) provided by operating activities

Decrease in other noncurrent assets and liabilities

( 23.6 ) ( 1.0 )

Net cash provided by (used in) operating activities

( 2.2 ) 105.3

Cash flows from investing activities:

9 unchanged sentences

Other ( 0.9 ) ( 0.4 )

Discontinued operations — 0.9

Net cash used in investing activities ( 116.4 ) ( 144.6 )

10 unchanged sentences

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

Debt financing costs ( 9.6 ) —

Repurchase shares of Brink's common stock ( 65.7 ) ( 17.5 )

3 unchanged sentences

Tax withholdings associated with share-based compensation ( 17.2 ) ( 6.9 )

Net cash used in financing activities

( 1.3 ) ( 97.1 )

Net cash provided by (used in) financing activities 99.1 ( 54.3 )

Effect of exchange rate changes on cash ( 46.1 ) 6.7

Cash, cash equivalents and restricted cash:

Increase (decrease) ( 3.0 ) ( 192.1 )

Decrease ( 65.6 ) ( 86.9 )

Balance at beginning of period 1,683.6 1,410.5

44 unchanged sentences

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).

For nonmonetary equity securities traded in highly inflationary economies, the fair market values 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 values 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.

1 unchanged sentence

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

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.

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

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

In the first six months of 2024 and 2023, the Argentine peso declined approximately 9 % (from 833.3 to 911.5 pesos to the U.S.

dollar) and 30 % (from 178.6 to 256.4 pesos to the U.S.

dollar), respectively.

For the year ended December 31, 2023, the Argentine peso declined approximately 79 % (from 178.6 to 833.3 pesos to the U.S.

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.

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).

In the first six months of 2024, we recognized a $ 6.4 million pretax remeasurement loss.

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

At June 30, 2024, Argentina's economy remains highly inflationary for accounting purposes.

At June 30, 2024, we had net monetary assets denominated in Argentine pesos of $ 101.5 million (including cash of $ 84.5 million).

At June 30, 2024, we had net nonmonetary assets of $ 139.9 million (including $ 99.8 million of goodwill, $ 2.9 million in equity securities denominated in Argentine pesos and $ 7.3 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 three months ended March 31, 2024 or March 31, 2023.

We did not have any such conversions or related conversion losses in the six months ended June 30, 2024 or June 30, 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 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.

Impairment indicators were reviewed as of June 30, 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.

31 unchanged sentences

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

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

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

20 unchanged sentences

Cash and Valuables Management DRS and AMS Total

Three months ended March 31, 2024

Three months ended June 30, 2024

Reportable Segments:

4 unchanged sentences

Total reportable segments $ 943.0 310.1 1,253.1

Three months ended March 31, 2023

Three months ended June 30, 2023

Reportable Segments:

4 unchanged sentences

Total reportable segments $ 963.6 252.6 1,216.2

Six months ended June 30, 2024

Reportable Segments:

North America $ 606.5 211.0 817.5

Latin America 560.1 106.3 666.4

Europe 369.7 231.4 601.1

Rest of World 368.0 36.2 404.2

Total reportable segments $ 1,904.3 584.9 2,489.2

Six months ended June 30, 2023

Reportable Segments:

North America $ 611.0 188.3 799.3

Latin America 563.3 86.1 649.4

Europe 366.8 187.8 554.6

Rest of World 371.4 26.9 398.3

Total reportable segments $ 1,912.5 489.1 2,401.6

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

9 unchanged sentences

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

Contract assets expected to be collected within one year ($ 7.5 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.

Certain Brink's affiliates make upfront consideration payments in order to gain customer contracts.

The upfront payment amounts are reported as contract assets and are amortized as a reduction to revenues over the duration of the contracts.

Contract assets expected to be collected or amortized within one year ($ 4.7 million at June 30, 2024) are included in prepaid expenses and other on the condensed consolidated balance sheet.

Amounts not expected to be billed or amortized within one year ($ 16.8 million at June 30, 2024) are reported in other assets on the condensed consolidated balance sheet.

Contract Liabilities

5 unchanged sentences

Opening (January 1, 2024) $ 779.0 15.4 21.4

Closing (March 31, 2024) 857.0 16.5 21.8

Closing (June 30, 2024) 843.3 21.5 14.9

Increase (decrease) $ 64.3 6.1 ( 6.5 )

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.

The amount of revenue recognized in the six months ended June 30, 2024 that was included in the January 1, 2024 contract liabilities balance was $ 11.4 million.

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

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

Revenue recognized in the six months ended June 30, 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 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.

At June 30, 2024, the net capitalized costs to obtain contracts was included in other assets on the condensed consolidated balance sheet.

The capitalized amounts at June 30, 2024 and December 31, 2023 were $ 4.2 million and $ 3.7 million, respectively.

The amortization expense in the first six months of 2024 and 2023 was $ 0.8 million and $ 1.0 million, respectively.

Practical Expedients

25 unchanged sentences

Operating Profit

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

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

(In millions)

16 unchanged sentences

Reconciliation of segment policies to GAAP (a)

— — ( 0.4 ) 0.3

Other items not allocated to segments:

7 unchanged sentences

— — ( 7.2 ) —

Chile antitrust matter (f)

Department of Justice investigation (f)

— — ( 6.0 ) —

Chile antitrust matter (g)

— — ( 0.1 ) ( 0.2 )

$ 1,253.1 1,216.2 $ 116.0 105.6

Operating Profit

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

(In millions)

2024 2023 2024 2023

Reportable Segments:

North America

$ 817.5 799.3 100.1 76.1

Latin America

666.4 649.4 126.2 132.5

Europe 601.1 554.6 58.1 51.3

Rest of World

404.2 398.3 80.1 78.6

Total reportable segments

2,489.2 2,401.6 364.5 338.5

Reconciling Items:

Corporate expenses:

General, administrative and other expenses

— — ( 74.4 ) ( 89.9 )

Foreign currency transaction gains

Reconciliation of segment policies to GAAP (a)

Other items not allocated to segments:

Reorganization and restructuring (b)

— — ( 1.5 ) ( 14.2 )

Acquisitions and dispositions (c)

— — ( 30.7 ) ( 37.0 )

Argentina highly inflationary impact (d)

— — ( 13.0 ) ( 22.2 )

Transformation initiatives (e)

— — ( 12.0 ) —

Department of Justice investigation (f)

— — ( 6.0 ) —

Chile antitrust matter (g)

— — ( 0.5 ) ( 0.4 )

$ 2,489.2 2,401.6 $ 236.9 185.4

(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.

6 unchanged sentences

(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.

(f) See details regarding Department of Justice investigation at Note 14.

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

Note 4 - Retirement benefits

5 unchanged sentences

(In millions) 2024 2023 2024 2023 2024 2023

Three months ended March 31,

Three months ended June 30,

Service cost $ — — 2.2 1.9 2.2 1.9

5 unchanged sentences

$ ( 2.7 ) ( 3.3 ) 4.5 4.3 1.8 1.0

Six months ended June 30,

Service cost $ — — 4.4 3.7 4.4 3.7

Interest cost on projected benefit obligation 15.4 16.2 8.9 8.9 24.3 25.1

Return on assets – expected ( 23.2 ) ( 23.6 ) ( 5.7 ) ( 5.5 ) ( 28.9 ) ( 29.1 )

Amortization of losses 2.7 0.9 1.3 0.8 4.0 1.7

Settlement loss — — 0.3 0.3 0.3 0.3

Net periodic pension cost (credit)

$ ( 5.1 ) ( 6.5 ) 9.2 8.2 4.1 1.7

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 2023 or the first three months of 2024.

pension plan in 2023 or the first six 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.

7 unchanged sentences

(In millions) 2024 2023 2024 2023 2024 2023

Three months ended March 31,

Three months ended June 30,

Service cost $ — — — 0.1 — 0.1

2 unchanged sentences

Amortization of losses 0.1 1.2 1.0 1.2 1.1 2.4

Amortization of prior service credit

Amortization of prior service cost (credit)

( 1.6 ) ( 2.8 ) 0.1 — ( 1.5 ) ( 2.8 )

1 unchanged sentence

$ ( 1.5 ) ( 1.5 ) 2.2 2.6 0.7 1.1

Six months ended June 30,

Service cost $ — — 0.1 0.2 0.1 0.2

Interest cost on accumulated postretirement benefit obligations 5.2 5.7 2.4 2.6 7.6 8.3

Return on assets – expected ( 5.1 ) ( 5.2 ) — — ( 5.1 ) ( 5.2 )

Amortization of losses 1.4 2.9 2.1 2.3 3.5 5.2

Amortization of prior service cost (credit)

( 4.4 ) ( 5.5 ) 0.1 — ( 4.3 ) ( 5.5 )

Net periodic postretirement cost (credit)

$ ( 2.9 ) ( 2.1 ) 4.7 5.1 1.8 3.0

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,

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

(In millions, except for effective tax rate)

2024 2023 2024 2023

Continuing operations

Provision (benefit) for income taxes (in millions) $ 26.2 20.3

Provision for income taxes

$ 22.1 23.4 $ 48.3 43.7

Effective tax rate 30.7 % 39.9 % 32.1 % 45.3 %

1 unchanged sentence

Statutory Rate

The effective income tax rate on continuing operations in the first three months of 2024 was greater than the 21% U.S.

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

2 unchanged sentences

Statutory Rate

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

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

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

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

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

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.

In the first six months of 2024, we acquired two business operations in the North America and Europe segments.

The aggregate purchase consideration for these two acquisitions was approximately $ 20 million.

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 unions and agreed to pay amounts to the union members in monthly installments, which were completed in June 2024.

We recognized $ 12.5 million in related costs in 2022.

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

In the first six months of 2024, we recognized a $ 0.5 million charge for an inflation-adjusted labor increase to the expected payments.

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

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

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

Note 7 - Accumulated other comprehensive income (loss)

8 unchanged sentences

Income (Loss)

Three months ended March 31, 2024

Three months ended June 30, 2024

Amounts attributable to Brink's:

18 unchanged sentences

$ ( 70.5 ) ( 2.0 ) ( 4.5 ) 1.1 ( 75.9 )

Three months ended March 31, 2023

Three months ended June 30, 2023

Amounts attributable to Brink's:

18 unchanged sentences

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

Amounts Arising During

the Current Period Amounts Reclassified to

Net Income (Loss)

(In millions) Pretax Income

Tax Pretax Income

Tax Total Other

Comprehensive

Income (Loss)

Six months ended June 30, 2024

Amounts attributable to Brink's:

Benefit plan adjustments $ ( 7.5 ) 1.5 3.5 ( 0.8 ) ( 3.3 )

Foreign currency translation adjustments (b)

( 87.6 ) ( 3.8 ) ( 2.3 ) 0.5 ( 93.2 )

Gains (losses) on available-for-sale securities

1.7 ( 2.3 ) — — ( 0.6 )

Gains (losses) on cash flow hedges 21.3 ( 4.9 ) ( 9.7 ) 2.4 9.1

( 72.1 ) ( 9.5 ) ( 8.5 ) 2.1 ( 88.0 )

Amounts attributable to noncontrolling interests:

Foreign currency translation adjustments ( 2.7 ) — — — ( 2.7 )

( 2.7 ) — — — ( 2.7 )

Benefit plan adjustments (a)

( 7.5 ) 1.5 3.5 ( 0.8 ) ( 3.3 )

Foreign currency translation adjustments (b)

( 90.3 ) ( 3.8 ) ( 2.3 ) 0.5 ( 95.9 )

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

1.7 ( 2.3 ) — — ( 0.6 )

Gains (losses) on cash flow hedges (d)

21.3 ( 4.9 ) ( 9.7 ) 2.4 9.1

$ ( 74.8 ) ( 9.5 ) ( 8.5 ) 2.1 ( 90.7 )

Six months ended June 30, 2023

Amounts attributable to Brink's:

Benefit plan adjustments $ ( 3.7 ) 0.5 1.4 ( 0.4 ) ( 2.2 )

Foreign currency translation adjustments (b)

64.8 2.0 ( 2.9 ) 0.7 64.6

Gains (losses) on available-for-sale securities

0.4 ( 0.1 ) — — 0.3

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

69.8 2.3 ( 2.8 ) ( 0.2 ) 69.1

Amounts attributable to noncontrolling interests:

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

( 2.8 ) — — — ( 2.8 )

Benefit plan adjustments (a)

( 3.7 ) 0.5 1.4 ( 0.4 ) ( 2.2 )

Foreign currency translation adjustments (b)

62.0 2.0 ( 2.9 ) 0.7 61.8

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

0.4 ( 0.1 ) — — 0.3

Gains (losses) on cash flow hedges (d)

8.3 ( 0.1 ) ( 1.3 ) ( 0.5 ) 6.4

$ 67.0 2.3 ( 2.8 ) ( 0.2 ) 66.3

(a) The amortization of actuarial losses and prior service cost is part of total net periodic retirement benefit cost when reclassified to net income.

1 unchanged sentence

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

Three Months Ended March 31,

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

(In millions) 2024 2023 2024 2023

3 unchanged sentences

Interest and other nonoperating expense 0.3 0.1 1.4 0.8

(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.

(b) 2024 foreign currency translation adjustment amounts arising during the three months ended June 30, 2024 reflect primarily the devaluation of the Mexican peso and the Brazilian real, partially offset by the appreciation of the Chilean peso.

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

2024 foreign currency translation adjustment amounts arising during the six months ended June 30, 2024 reflect primarily the devaluation of the Mexican peso, the Brazilian real, and the Chilean peso.

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

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

1 unchanged sentence

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

• ot her operating income (expense) ( 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).

• ot her operating income (expense) ( no gains or losses in the three months ended June 30, 2024 and $ 3.8 million loss in the three months ended June 30, 2023;

as well as no gains or losses in the six months ended June 30, 2024 and $ 7.2 million loss in the six months ended June 30, 2023).

• interest expense ( $ 4.7 million reduction to expense in the three months ended June 30, 2024 and $ 4.8 million reduction to expense in the three months ended June 30, 2023;

as well as $ 9.7 million reduction to expense in the six months ended June 30, 2024 and $ 8.5 million reduction to expense in the six months ended June 30, 2023).

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

6 unchanged sentences

Other comprehensive income (loss) attributable to Brink's ( 3.3 ) ( 93.2 ) ( 0.6 ) 9.1 ( 88.0 )

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

Balance as of June 30, 2024 $ ( 305.5 ) ( 461.4 ) ( 2.4 ) 25.3 ( 744.0 )

Note 8 - Fair value of financial instruments

4 unchanged sentences

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

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

$600 million senior unsecured notes

(In millions)

June 30, 2024 December 31, 2023

2025 Senior Unsecured Notes

Carrying value $ 400.0 400.0

Fair value 384.1 382.0

$400 million senior unsecured notes

2027 Senior Unsecured Notes

Carrying value $ 600.0 600.0

Fair value 554.4 554.6

2029 Senior Unsecured Notes

Carrying value $ 400.0 —

Fair value 399.2 —

2032 Senior Unsecured Notes

Carrying value $ 400.0 —

Fair value 398.8 —

Pricing inputs for nonpublic debt are often not observable.

4 unchanged sentences

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

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.

At June 30, 2024, the notional value of our outstanding foreign currency forward and swap contracts was $ 966 million, with average maturities of approximately one month .

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

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

At March 31, 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.

At June 30, 2024, the fair value of our short term foreign currency contracts was a net liability of approximately $ 6.3 million, of which $ 7.1 million was included in prepaid expenses and other and $ 13.4 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 March 31,

Ended June 30, Six Months

Ended June 30,

(in millions) 2024 2023 2024 2023

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

Derivative instrument gains (losses) included in other operating income (expense)

$ ( 12.1 ) 10.4 $ 1.3 18.6

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

4 unchanged sentences

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

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 the first half 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 June 30, Six Months

Ended June 30,

(In millions) 2024 2023 2024 2023

19 unchanged sentences

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 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 June 30, 2024, the notional value of these contracts was $ 200 million with a remaining weighted-average maturity of 1.5 years.

At June 30, 2024, the fair value of these interest rate swaps was a net asset of $ 14.2 million, of which $ 6.3 million was included in prepaid expenses and other and $ 7.9 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.

1 unchanged sentence

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 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 June 30, 2024, the notional value of these contracts was $ 175 million with a remaining weighted-average maturity of 1.5 years.

At June 30, 2024, the fair value of these interest rate swaps was a net asset of $ 3.3 million, of which $ 2.3 million was included in prepaid expenses and other and $ 1.0 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.

4 unchanged sentences

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 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 June 30, 2024, the notional value of these contracts was $ 400 million with a remaining weighted-average maturity of 1.5 years.

At June 30, 2024, the fair value of these interest rate swaps was a net asset of $ 13.0 million, of which $ 7.2 million was included in prepaid expenses and other and $ 5.8 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.

13 unchanged sentences

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

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 June 30, 2024, the total notional value of these cross currency swap contracts was $ 400 million with a remaining weighted average maturity of 1.6 years for the cross currency swaps maturing in May 2026 and a remaining weighted average maturity of 5.7 years for the cross currency swaps maturing in April 2031.

At June 30, 2024, the fair value of these cross currency swaps was a net liability of $ 23.4 million, of which $ 5.6 million was included in prepaid expenses and other and $ 29.0 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 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 June 30, 2024, the fair value of the zero cost collar was an asset of $ 1.9 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.

3 unchanged sentences

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 the foreign exchange forward swap contract.

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 June 30, 2024, the notional value of this foreign exchange forward swap contract was $ 55 million with a remaining weighted average maturity of 0.4 years.

At June 30, 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 March 31,

Ended June 30, Six Months

Ended June 30,

(In millions) 2024 2023 2024 2023

9 unchanged sentences

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

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

The fair value of the contingent consideration is the full $ 22 million that remains potentially payable as of June 30, 2024 as we believe it is unlikely that the contingent consideration payments will be reduced.

Other Financial Instruments

1 unchanged sentence

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

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

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

Note 9 - Debt

March 31, December 31,

June 30, December 31,

(In millions) 2024 2023

6 unchanged sentences

Senior unsecured notes (b)

1,785.3 994.4

Revolving Credit Facility 50.3 542.1

5 unchanged sentences

Total debt $ 3,747.1 3,531.3

(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.

(a) Amounts outstanding are net of unamortized debt costs of $ 3.4 million as of June 30, 2024 and $ 4.0 million as of December 31, 2023.

(b) Amounts outstanding are net of unamortized debt costs of $ 14.6 million as of June 30, 2024 and $ 5.6 million as of December 31, 2023.

Long-Term Debt

7 unchanged sentences

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

As of March 31, 2024, $ 306 million was available under the Revolving Credit Facility.

As of June 30, 2024, $ 950 million was available under the Revolving Credit Facility.

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

1 unchanged sentence

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

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

The margin on SOFR borrowings, which can range from 1.25 % to 1.75 %, was 1.50 % at June 30, 2024.

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

The commitment fee, which can range from 0.15 % to 0.28 %, was 0.23 % as of June 30, 2024.

Senior Unsecured Notes

In June 2020, we issued at par five-year senior unsecured notes (the "2020 Senior Notes") in the aggregate principal amount of $ 400 million.

The 2020 Senior Notes will mature on July 15, 2025 and bear an annual interest rate of 5.5 %.

The 2020 Senior Notes are general unsecured obligations guaranteed by certain of the Company’s existing and future U.S.

In June 2024, we issued at par five-year senior unsecured notes (the "2029 Senior Unsecured Notes") in the aggregate principal amount of $ 400 million.

The 2029 Senior Unsecured Notes will mature on June 15, 2029, and bear an annual interest rate of 6.5 %.

The 2029 Senior Unsecured Notes are general unsecured obligations guaranteed by certain of the Company’s existing and future U.S.

subsidiaries, which are also guarantors under the Senior Secured Credit Facility.

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, 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.

In June 2024, we issued at par eight-year senior unsecured notes (the "2032 Senior Unsecured Notes") in the aggregate principal amount of $ 400 million.

The 2032 Senior Unsecured Notes will mature on June 15, 2032, and bear an annual interest rate of 6.75 %.

The 2032 Senior Unsecured Notes are general unsecured obligations guaranteed by certain of the Company’s existing and future U.S.

subsidiaries, which are also guarantors under the Senior Secured Credit Facility.

The Senior Notes have not been and will not be registered under the Securities Act of 1933, as amended (the “Securities Act”) or the securities laws of any other jurisdiction and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.

In June 2020, we issued at par five-year senior unsecured notes (the "2025 Senior Unsecured Notes") in the aggregate principal amount of $ 400 million.

The 2025 Senior Unsecured Notes will mature on July 15, 2025 and bear an annual interest rate of 5.5 %.

The 2025 Senior Unsecured Notes are general unsecured obligations guaranteed by certain of the Company’s existing and future U.S.

subsidiaries, which are also guarantors under the Senior Secured Credit Facility.

On August 7, 2024, we issued a notice of redemption to holders to redeem all of the outstanding aggregate principal amount of the 2025 Senior Unsecured Notes in accordance with the terms of the notes and the indenture.

The expected redemption date for the notes is September 13, 2024.

In October 2017, we issued at par ten-year senior unsecured notes (the "2027 Senior Unsecured Notes" and together with the 2025 Senior Unsecured Notes, 2029 Senior Unsecured Notes and 2032 Senior Unsecured Notes, the "Senior Unsecured Notes") in the aggregate principal amount of $ 600 million.

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

The 2027 Senior Unsecured Notes are general unsecured obligations guaranteed by certain of the Company’s existing and future U.S.

subsidiaries, which are also guarantors under the Senior Secured Credit Facility.

The Senior Unsecured Notes have not been and will not be registered under the Securities Act of 1933, as amended (the “Securities Act”) or the securities laws of any other jurisdiction and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.

The notes were offered in the United States only to persons reasonably believed to be qualified institutional buyers in reliance on the exception from registration set forth in Rule 144A under the Securities Act and outside the United States to non-U.S.

persons pursuant to Regulation S under the Securities Act.

The aggregate proceeds from the Senior Secured Credit Facility and the 2017 Senior Notes were used in part to repay certain prior indebtedness and certain fees and expenses related to the closing of certain transactions.

The aggregate proceeds from the Senior Secured Credit Facility and the 2027 Senior Unsecured Notes were used in part to repay certain prior indebtedness and certain fees and expenses related to the closing of certain transactions.

Borrowings were used for working capital needs, capital expenditures, acquisitions and other general corporate purposes.

The aggregate proceeds from the 2020 Senior Notes were used in part to repay certain existing indebtedness incurred in connection with the G4S acquisition, finance the remaining G4S acquisition transactions and pay certain fees and expenses related to the transactions.

Remaining net proceeds from the 2020 Senior Notes were used for working capital needs, capital expenditures, acquisitions and other general corporate purposes.

Letter of Credit Facilities and Bank Guarantee 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 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, letter of credit facilities and bank guarantee facilities contain various financial and other covenants.

The aggregate proceeds from the 2025 Senior Unsecured Notes were used in part to repay certain existing indebtedness incurred in connection with the G4S acquisition, finance the remaining G4S acquisition transactions and pay certain fees and expenses related to the transactions.

Remaining net proceeds from the 2025 Senior Unsecured Notes were used for working capital needs, capital expenditures, acquisitions and other general corporate purposes.

The aggregate proceeds from the 2029 Senior Unsecured Notes and 2032 Senior Unsecured Notes are intended to be used to redeem or repurchase the $ 400 million outstanding principal amount of the 2025 Senior Unsecured Notes at or prior to maturity and to repay a portion of the outstanding indebtedness under our Revolving Credit Facility.

Before applying a portion of the net proceeds from this offering to redeem or repurchase the 2025 Senior Unsecured Notes as described above, we used such portion of the net proceeds for general corporate purposes and to temporarily repay additional amounts outstanding under our Revolving Credit Facility.

Other Revolving Credit Facilities

We also have revolving credit facilities in our North America, Latin America and Europe segments.

On an aggregate basis, borrowings under these facilities total $ 309 million with an additional $ 153 million available as of June 30, 2024, including $ 127 million in Short-term borrowings and $ 182 million in Other long-term debt.

Maturity dates of the long-term facilities range from February 2027 to July 2027 and interest rates range from 6.35 % to 7.00 %.

Borrowings under these facilities are secured by cash held by Brink's.

In July 2024, we increased the capacity of the largest of these credit facilities from $ 250 million to $ 500 million.

Other Debt Facilities

The Senior Secured Credit Facility, Senior Unsecured Notes, Other Revolving Credit Facilities, and other debt 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 March 31, 2024.

We were in compliance with all covenants at June 30, 2024.

Note 10 - Credit losses

9 unchanged sentences

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

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

The following table is a rollforward of the allowance for doubtful accounts for the six month period ended June 30, 2024.

Allowance for doubtful accounts:

4 unchanged sentences

Foreign currency exchange effects ( 0.4 )

March 31, 2024 $ 31.2

June 30, 2024 $ 30.6

Note 11 - Share-based compensation plans

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

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

The 2017 Plan permits grants of restricted stock, restricted stock units, performance stock, performance 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.

We have outstanding share-based awards granted to employees under the 2017 Equity Incentive Plan (the "2017 Plan") and under the 2024 Equity Incentive Plan (the "2024 Plan").

The 2017 Plan and the 2024 Plan each permit 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 and the 2024 Plan also permit cash awards to eligible employees.

The 2017 Plan became effective May 2017.

The 2024 Plan became effective May 2024.

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

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

No further grants of awards will be made under the 2013 Plan or the 2017 Plan.

We also have outstanding deferred stock units granted to directors under the 2024 Plan.

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.

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

Outstanding awards at June 30, 2024 include performance stock units, restricted stock units, deferred stock units, time-based stock options and certain awards that will be settled in cash.

Compensation Expense

8 unchanged sentences

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

Compensation Expense

Three Months Ended March 31,

Compensation Expense Compensation Expense

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

(In millions)

2024 2023 2024 2023

Performance stock units

$ 4.4 5.0 $ 10.8 12.9

Restricted stock units 2.6 2.9 5.1 5.6

9 unchanged sentences

No performance-based options were granted after 2018.

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

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

(in thousands)

2 unchanged sentences

Exercised ( 174.4 ) 17.92

Outstanding balance as of March 31, 2024

Outstanding balance as of June 30, 2024

Time-Based Stock Options

1 unchanged sentence

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

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

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

(in thousands)

1 unchanged sentence

Outstanding balance as of December 31, 2023 115.7 $ 21.43

Outstanding balance as of March 31, 2024

115.7 $ 21.43

Exercised ( 81.6 ) 21.60

Outstanding balance as of June 30, 2024

Restricted Stock Units (“RSUs”)

1 unchanged sentence

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

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

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

(in thousands)

4 unchanged sentences

Vested ( 130.0 ) 68.10

Nonvested balance as of March 31, 2024

Nonvested balance as of June 30, 2024

301.7 $ 71.25

13 unchanged sentences

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

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

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

(in thousands)

5 unchanged sentences

( 229.1 ) 80.47

Nonvested balance as of March 31, 2024

Nonvested balance as of June 30, 2024

657.0 $ 72.35

6 unchanged sentences

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

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

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

(in thousands)

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Nonvested balance as of December 31, 2023 19.2 $ 62.43

Nonvested balance as of March 31, 2024

Granted 13.6 87.93

Vested ( 19.2 ) 62.43

Nonvested balance as of June 30, 2024

Note 12 - Capital Stock

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

At June 30, 2024, we had 100 million shares of common stock authorized and 44.2 million shares issued and outstanding.

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

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.

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Preferred Stock

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.

At June 30, 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

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

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.

During the first six months ended June 30, 2024, we repurchased a total of 722,040 shares of our common stock for an aggregate of $ 65.7 million and an average price of $ 91.02 per share.

These shares were retired upon repurchase.

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

At June 30, 2024, $ 434 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").

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Shares Used to Calculate Earnings per Share

Ended March 31,

Ended June 30, Six Months

Ended June 30,

(In millions) 2024 2023 2024 2023

Weighted-average shares:

44.6 46.7 44.7 46.7

Effect of dilutive stock awards and options 0.5 0.6 0.5 0.7

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

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

Accordingly, included in basic shares are 0.2 million in the three months and 0.2 million in the six months ended June 30, 2024, and 0.3 million in the three months and 0.3 million in the six months ended June 30, 2023.

Note 13 - Supplemental cash flow information

Ended March 31,

Ended June 30,

(In millions) 2024 2023

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Non-cash Investing and Financing Activities

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.

We acquired $ 25.6 million in armored vehicles and other equipment under financing lease arrangements in the first six months of 2024 compared to $ 46.8 million in armored vehicles and other equipment acquired under financing lease arrangements in the first six 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 $ 41.4 million ($ 40.9 million at December 31, 2023) and, due to this contractual restriction, we have classified these amounts as restricted cash.

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 June 30, 2024, we held $ 428.8 million of restricted cash ($ 214.9 million represented restricted cash held for customers and $ 171.4 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).

Lessor Debt Financing

In certain leasing transactions, we acquire assets through capital expenditures that are then sold to lessors in which the cash received is classified as borrowings from financing activities rather than proceeds from investing activities.

Cash inflows related to these transactions totaled $ 7.2 million in the first six months of 2024 compared to $ 1.4 million in the first six months of 2023 and are included in Other long-term debt borrowings within financing activities in the condensed consolidated statements of cash flows.

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

March 31, December 31,

June 30, December 31,

(In millions) 2024 2023

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In August 2020, the Company received a subpoena issued in connection with an investigation being conducted by the U.S.

Department of Justice (the “DOJ”).

The Company is fully cooperating with the investigation and has responded to requests from the DOJ for documents and other information, primarily related to cross-border shipments of cash and things of value and anti-money laundering compliance.

Given that the investigation is still ongoing and that no civil or criminal claims have been brought to date, the Company cannot predict the outcome of the investigation, the timing of the ultimate resolution of the matter, or reasonably estimate the possible range of loss, if any, that may result from this matter.

Accordingly, no accruals have been made with respect to this matter.

Department of Justice (the “DOJ”), primarily related to cross-border shipments of cash and things of value and anti-money laundering (“AML”) compliance.

Subsequently, in March 2024, as is commonly the case with this type of matter, the Company received a Notice of Investigation from the U.S.

Department of the Treasury’s Financial Crimes Enforcement Network (“FinCEN”) related to Bank Secrecy Act/AML compliance that involves substantially the same conduct that is subject to the DOJ’s investigation.

We are cooperating and engaging with the DOJ and FinCEN.

We are in discussions with the DOJ regarding a potential resolution and, based upon the information available to date, we recorded a charge in the second quarter of 2024 related to the DOJ investigation for an amount that is not material to the Company.

However, due to the preliminary status of our engagement with FinCEN, no accrual has been made with respect to the FinCEN investigation.

The Company cannot predict the outcome of either investigation or the timing of the ultimate resolution of these matters.

The Company also cannot reasonably estimate the possible range of loss in excess of the amount accrued related to the DOJ investigation, if any.

We cannot provide assurances that any efforts to reach a settlement with the DOJ or FinCEN will be successful or, if they are, what the timing or terms of any such settlement would be.

We expect any settlement would include one or more settlement payments to the government, which could be material to the Company, and it may also include non-monetary obligations, which may require the Company to incur future costs, which could be material to the Company.

At the end of the fourth quarter of 2018, we became aware of an investigation initiated by the Chilean Fiscalía Nacional Económica (the Chilean antitrust agency) (“FNE”) related to potential anti-competitive practices among competitors in the cash logistics industry in Chile.

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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 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.

After the third quarter of 2021, all adjustments to the contingent liability have 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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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