What changed in this filing

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Item 2. Management’s Discussion and Analysis

2024-08-07 compared with 2024-05-08 · 340 added, 142 removed, 551 unchanged (47% of the section changed)

2 unchanged sentences

These services include:

Cash and Valuables Management

Cash and Valuables Management ("CVM")

• Cash-in-transit ("CIT") services – armored vehicle transportation of cash and coin

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• North America – operations in the U.S.

and Canada, including the Brink’s Global Services ("BGS") line of business,

and Canada, including the BGS line of business,

• Latin America – operations in Latin American countries where we have an ownership interest, including the BGS line of business,

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See definitions on page 39 .

Ended March 31, %

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

Ended June 30, % Six Months

Ended June 30, %

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

Revenues $ 1,253.1 1,216.2 3 $ 2,489.2 2,401.6 4

9 unchanged sentences

Non-GAAP income from continuing operations (a)

75.4 60.2 25 145.1 120.4 21

Non-GAAP adjusted EBITDA 225.9 194.3 16 444.1 384.8 15

Non-GAAP diluted EPS from continuing operations (a)

1.67 1.27 31 3.21 2.54 26

(a) Amounts reported in this table are attributable to the shareholders of Brink’s and exclude earnings related to noncontrolling interests.

(b) Non-GAAP results are reconciled to the applicable GAAP results on pages 41 – 43 .

(b) Non-GAAP results are reconciled to the applicable GAAP results on pages 48 – 50 and 51 .

Analysis of Consolidated Results:

First Quarter 2024 versus First Quarter 2023

Consolidated Revenues Revenues increased $50.7 million due to organic increases in Latin America ($117.1 million), Europe ($17.1 million), Rest of World ($7.9 million), and North America ($3.5 million) and the favorable impact of acquisitions ($1.9 million), partially offset by the unfavorable impact of currency exchange rates ($96.8 million).

Second Quarter 2024 versus Second Quarter 2023

Consolidated Revenues Revenues increased $36.9 million due to organic increases in Latin America ($126.7 million), Europe ($25.6 million), North America ($10.4 million), and Rest of World ($4.0 million) and the favorable impact of acquisitions ($6.7 million), partially offset by the unfavorable impact of currency exchange rates ($136.5 million).

The unfavorable currency impact was driven primarily by the Argentine peso.

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See above for our definition of “organic growth.”

Consolidated Costs and Expenses Cost of revenues increased 1% to $927.2 million primarily due to higher revenue, partially offset by the impact of currency exchange rates and lower costs related to restructuring actions.

Selling, general and administrative costs increased 13% to $200.6 million primarily due to organic increases in labor costs, partially offset by lower acquisition and restructuring related costs and the impact of currency exchange rates.

Consolidated Costs and Expenses Cost of revenues decreased 1% to $937.8 million primarily due to the impact of currency exchange rates and the prior year impact of a large loss event in our BGS line of business, partially offset by the impact of higher revenue.

Selling, general and administrative costs increased 14% to $194.3 million primarily due to organic increases in labor costs and costs related to transformation initiatives, partially offset by lower acquisition and restructuring related costs and the impact of currency exchange rates.

Consolidated Operating Profit Operating profit increased $10.4 million due mainly to:

• organic increases in Latin America ($27.5 million), North America ($9.8 million), Rest of World ($4.7 million) and Europe ($3.4 million),

• lower costs incurred related to reorganization and restructuring ($12.8 million),

• lower costs incurred related to business acquisitions and dispositions ($8.4 million), including the impact of acquisition-related charges and intangible asset amortization, included in "Other items not allocated to segments", and

• organic increases in Latin America ($38.2 million), North America ($13.7 million), and Europe ($3.1 million), and

• lower corporate expenses on an organic basis ($13.4 million),

partially offset by:

• unfavorable changes in currency exchange rates ($43.8 million), driven by the Argentine peso,

• transformation initiative costs ($7.2 million), and

• an organic decrease in Rest of World ($1.6 million).

above and higher interest and other nonoperating income ($8.4 million), partially offset by higher interest expense ($5.4 million) and higher noncontrolling interest ($0.6 million).

Earnings per share from continuing operations was $1.03, up from $0.68 in the second quarter of 2023.

Analysis of Consolidated Results:

First Half 2024 versus First Half 2023

Consolidated Revenues Revenues increased $87.6 million due to organic increases in Latin America ($243.8 million), Europe ($42.7 million), North America ($13.9 million), and Rest of World ($11.9 million) and the favorable impact of acquisitions ($8.6 million), partially offset by the unfavorable impact of currency exchange rates ($233.3 million).

The unfavorable currency impact was driven primarily by the Argentine peso.

Revenues increased 13% on an organic basis primarily due to inflation-based price increases and organic growth in AMS and DRS revenue.

See above for our definition of “organic growth.”

Consolidated Costs and Expenses Cost of revenues increased to $1,865.0 million primarily due to higher revenue, mostly offset by the impact of currency exchange rates, the prior year impact of a large loss event in our BGS line of business in the second quarter, and lower costs related to restructuring actions.

Selling, general and administrative costs increased 14% to $394.9 million primarily due to organic increases in labor costs and higher transformation initiative costs, partially offset by the impact of currency exchange rates and lower restructuring related costs.

Consolidated Operating Profit Operating profit increased $51.5 million due mainly to:

• organic increases in Latin America ($65.7 million), North America ($23.5 million), Europe ($6.5 million), and Rest of World ($3.1 million),

• lower corporate expenses on an organic basis ($15.8 million),

• lower costs incurred related to reorganization and restructuring ($12.7 million), and

• lower costs incurred related to business acquisitions and dispositions ($6.8 million), including the impact of acquisition-related charges and intangible asset amortization, included in "Other items not allocated to segments",

partially offset by:

• unfavorable changes in currency exchange rates ($64.1 million), driven by the Argentine peso and

• transformation initiative costs ($12.0 million).

Consolidated Income from Continuing Operations Attributable to Brink’s and Related Per Share Amounts Income from continuing operations attributable to Brink’s shareholders increased $35.0 million to $49.3 million due to the increase in operating profit mentioned above, higher interest and other nonoperating income ($8.6 million) and lower noncontrolling interest ($0.4 million), partially offset by higher interest expense ($9.2 million) and higher income tax expense ($5.9 million).

Earnings per share from continuing operations was $1.09, up from $0.30 in the first quarter of 2023.

Consolidated Income from Continuing Operations Attributable to Brink’s and Related Per Share Amounts Income from continuing operations attributable to Brink’s shareholders increased $49.1 million to $95.6 million due to the increase in operating profit mentioned above and higher interest and other nonoperating income ($17.0 million), partially offset by higher interest expense ($14.6 million), higher income tax expense ($4.6 million), and higher noncontrolling interest ($0.2 million).

Earnings per share from continuing operations was $2.12, up from $0.98 in the first six months of 2023.

Non-GAAP Basis

Analysis of Consolidated Results:

First Quarter 2024 versus First Quarter 2023

Second Quarter 2024 versus Second Quarter 2023

Non-GAAP Consolidated Revenues There is no difference between GAAP and Non-GAAP revenue amounts for the periods presented.

See above for details.

Non-GAAP Consolidated Operating Profit Non-GAAP operating profit increased $23.8 million due mainly to:

• organic increases in Latin America ($38.2 million), North America ($13.7 million), and Europe ($3.1 million), and

• lower corporate expenses on an organic basis ($13.4 million),

partially offset by:

• unfavorable changes in currency exchange rates ($43.7 million), driven primarily by the Argentine peso, and

• an organic decrease in Rest of World ($1.6 million).

Non-GAAP Consolidated Income from Continuing Operations Attributable to Brink’s and Related Per Share Amounts Non-GAAP income from continuing operations attributable to Brink’s shareholders increased $15.2 million to $75.4 million due to the operating profit increase mentioned above and higher interest and other nonoperating income ($7.7 million), partially offset by higher income tax expense ($10.0 million), higher interest expense ($5.7 million), and higher noncontrolling interest ($0.6 million).

Earnings per share from continuing operations was $1.67, up from $1.27 in the second quarter of 2023.

Non-GAAP Adjusted EBITDA Non-GAAP Adjusted EBITDA increased 16% to $225.9 million primarily due to the increase in Non-GAAP operating profit ($23.8 million), excluding the impact of higher Non-GAAP depreciation and amortization ($2.3 million).

Analysis of Consolidated Results:

First Half 2024 versus First Half 2023

Non-GAAP Consolidated Revenues There is no difference between GAAP and Non-GAAP revenue amounts for the periods presented.

See page 36 for details.

Non-GAAP Consolidated Operating Profit Non-GAAP operating profit increased $41.4 million due mainly to:

• organic increases in Latin America ($27.5 million), North America ($9.8 million), Rest of World ($4.7 million) and Europe ($3.4 million), and

• organic increases in Latin America ($65.7 million), North America ($23.5 million), Europe ($6.5 million), and Rest of World ($3.1 million), and

• lower corporate expenses on an organic basis ($15.8 million),

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• unfavorable changes in currency exchange rates ($73.8 million), driven primarily by the Argentine peso.

Non-GAAP Consolidated Income from Continuing Operations Attributable to Brink’s and Related Per Share Amounts Non-GAAP income from continuing operations attributable to Brink’s shareholders increased $8.7 million to $68.9 million due to the operating profit increase mentioned above, higher interest and other nonoperating income ($8.3 million), and lower noncontrolling interest ($0.4 million), partially offset by higher interest expense ($9.4 million) and higher income tax expense ($8.2 million).

Earnings per share from continuing operations was $1.52, up from $1.27 in the first quarter of 2023.

Non-GAAP Consolidated Income from Continuing Operations Attributable to Brink’s and Related Per Share Amounts Non-GAAP income from continuing operations attributable to Brink’s shareholders increased $24.7 million to $145.1 million due to the operating profit increase mentioned above and higher interest and other nonoperating income ($16.0 million), partially offset by higher income tax expense ($17.4 million), higher interest expense ($15.1 million) and higher noncontrolling interest ($0.2 million).

Earnings per share from continuing operations was $3.21, up from $2.54 in the first six months of 2023.

Non-GAAP Adjusted EBITDA Non-GAAP Adjusted EBITDA increased 15% to $444.1 million primarily due to the increase in Non-GAAP operating profit ($41.4 million), excluding the impact of higher Non-GAAP depreciation and amortization ($6.5 million).

Revenues and Operating Profit by Segment:

First Quarter 2024 versus First Quarter 2023

Second Quarter 2024 versus Second Quarter 2023

Organic Acquisitions / % Change

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Amounts may not add due to rounding.

(a) Non-GAAP amounts include the impact of prior year comparable period results for acquired and disposed businesses.

(a) Amounts include the impact of prior year comparable period results for acquired and disposed businesses.

GAAP results also include the impact of acquisition-related intangible amortization, restructuring and other charges, and disposition-related gains/losses.

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Analysis of Segment Results:

First Quarter 2024 versus First Quarter 2023

Second Quarter 2024 versus Second Quarter 2023

North America

Revenues increased 1% ($3.6 million) primarily due to a 1% organic increase ($3.5 million).

Organic revenue increased primarily due to price increases and growth in AMS and DRS revenue in the U.S., partially offset by volume reductions due to the rationalization of our customer portfolio to optimize profitability and lower BGS revenue.

Operating profit increased $9.8 million due to a 25% organic increase ($9.8 million) primarily driven by cost productivity improvements in labor and other areas, including realizing benefits from transformation initiatives in the U.S., as well as lower security losses and increased revenue.

Revenues increased 4% ($14.6 million) due to a 3% organic increase ($10.4 million) and the impact of acquisitions ($4.8 million), partially offset by the unfavorable impact of currency exchange rates $0.6 million.

Organic revenue increased primarily due to price increases and growth in AMS and DRS revenue in the U.S., partially offset by lower BGS revenue.

Operating profit increased 38% ($14.2 million) due to a 37% organic increase ($13.7 million) and the impact of acquisitions $0.5 million.

The organic increase was primarily driven by cost productivity improvements in labor and other areas, including realizing benefits from transformation initiatives in the U.S., as well as increased revenue.

Latin America

Revenues increased 6% ($19.2 million) primarily due to a 37% organic increase ($117.1 million), partially offset by the unfavorable impact of currency exchange rates ($97.9 million), primarily from the Argentine peso partially offset by favorable impact from the Mexican peso.

Revenues decreased 1% ($2.2 million) due to the unfavorable impact of currency exchange rates ($128.9 million) primarily from the Argentine peso, largely offset by a 38% organic increase ($126.7 million).

The organic increase was primarily driven by inflation-based price increases across the segment with a majority of the impact from Argentina, as well as growth in AMS and DRS revenue.

Operating profit was down 4% ($2.7 million) primarily due to the unfavorable impact of currency exchange rates ($40.9 million), mostly offset by a 58% organic increase ($38.2 million).

The organic increase was driven by inflation-based price increases which outpaced the impact of labor and other cost increases.

Revenues increased 8% ($23.8 million) due to a 9% organic increase ($25.6 million) and the impact of acquisitions ($1.9 million), partially offset by the unfavorable impact of currency exchange rates ($3.7 million).

Organic revenue increased primarily due to price increases and the growth of AMS and DRS revenue.

Operating profit increased $2.9 million primarily due to a 11% organic increase ($3.1 million) driven by higher revenue outpacing the impact of labor and other cost increases across the segment, cost productivity, and the mix benefit of higher AMS and DRS revenue.

Rest of World

Revenues increased $0.7 million due to a 2% organic increase ($4.0 million), partially offset by the unfavorable impact of currency exchange rates ($3.3 million).

Organic growth in the segment was primarily due to growth in DRS and AMS revenue offset by volume reductions in CVM revenue, including the BGS line of business.

Operating profit decreased 6% ($2.3 million) primarily due to a 4% organic decrease ($1.6 million).

Revenues and Operating Profit by Segment:

First Half 2024 versus First Half 2023

Organic Acquisitions / % Change

(In millions) YTD '23 Change Dispositions (a)

YTD '24 Total Organic

North America $ 799.3 13.9 4.8 (0.5) 817.5 2 2

Latin America 649.4 243.8 — (226.8) 666.4 3 38

Europe 554.6 42.7 3.8 — 601.1 8 8

Rest of World 398.3 11.9 — (6.0) 404.2 1 3

Segment revenues (c)

2,401.6 312.3 8.6 (233.3) 2,489.2 4 13

Revenues - GAAP $ 2,401.6 312.3 8.6 (233.3) 2,489.2 4 13

Operating profit:

North America $ 76.1 23.5 0.5 — 100.1 32 31

Latin America 132.5 65.7 — (72.0) 126.2 (5) 50

Europe 51.3 6.5 0.4 (0.1) 58.1 13 13

Rest of World 78.6 3.1 (0.3) (1.3) 80.1 2 4

Segment operating profit 338.5 98.8 0.6 (73.4) 364.5 8 29

Corporate (d)

(79.3) 15.8 — (0.4) (63.9) (19) (20)

Operating profit - non-GAAP 259.2 114.6 0.6 (73.8) 300.6 16 44

Other items not allocated to segments (e)

(73.8) (6.4) 6.8 9.7 (63.7) (14) 9

Operating profit - GAAP $ 185.4 108.2 7.4 (64.1) 236.9 28 58

Amounts may not add due to rounding.

See page 39 for footnote explanations.

Analysis of Segment Results:

First Half 2024 versus First Half 2023

North America

Revenues increased 2% ($18.2 million) primarily due to a 2% organic increase ($13.9 million) and the impact of acquisitions ($4.8 million).

Operating profit increased $24.0 million due to a 31% organic increase ($23.5 million) and the impact of acquisitions ($0.5 million).

Latin America

Revenues increased 3% ($17.0 million) due to a 38% organic increase ($243.8 million), mostly offset by the unfavorable impact of currency exchange rates ($226.8 million), primarily from the Argentine peso partially offset by favorable impact from the Mexican peso.

The organic increase was driven by inflation-based price increases across the segment with a majority of the impact from Argentina, as well as growth in AMS and DRS revenue.

Operating profit was down 5% ($6.3 million) due to the unfavorable impact of currency exchange rates ($72.0 million), mostly offset by a 50% organic increase ($65.7 million).

The organic increase was driven by higher revenue which outpaced the impact of labor and other cost increases.

Revenues increased 8% ($22.7 million) due to a 6% organic increase ($17.1 million), the favorable impact of currency exchange rates ($3.7 million) driven by the euro, and the favorable impact of acquisitions ($1.9 million).

Revenues increased 8% ($46.5 million) due to a 8% organic increase ($42.7 million) and the favorable impact of acquisitions ($3.8 million).

The organic increase was primarily due to price increases and the growth of AMS and DRS revenue.

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Revenues increased 1% ($5.9 million) due to a 3% organic increase ($11.9 million), partially offset by the unfavorable impact of currency exchange rates ($6.0 million).

Organic growth in the segment was primarily due to growth in BGS revenue and supplemented by continued growth in DRS and AMS revenue.

Operating profit increased $3.8 million primarily due to a 13% organic increase ($4.7 million).

The organic increase was primarily due to the impact of labor and other operational cost saving actions throughout the segment as well as the increase in higher-margin BGS revenue.

Organic growth in the segment was primarily due to growth in BGS revenue and supplemented by continued growth in AMS and DRS revenue.

Operating profit increased 2% ($1.5 million) due to a 4% organic increase ($3.1 million), partially offset by the unfavorable impact of currency exchange rates ($1.3 million).

The organic increase was primarily due the increase in higher-margin revenue.

Income and Expense Not Allocated to Segments

Corporate Expenses

Ended March 31, %

(In millions) 2024 2023 change

Ended June 30, % Six Months

Ended June 30, %

(In millions) 2024 2023 change 2024 2023 change

General, administrative and other expenses $ (33.2) (47.3) (30) $ (74.4) (89.9) (17)

Foreign currency transaction gains 3.1 4.8 (35) 9.4 9.9 (5)

Reconciliation of segment policies to GAAP 1.5 0.4 fav

Reconciliation of segment policies to GAAP (0.4) 0.3 unfav 1.1 0.7 57

Corporate expenses $ (30.5) (42.2) (28) $ (63.9) (79.3) (19)

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

Corporate expenses for the first three months of 2024 decreased $3.7 million versus the prior year period.

This was primarily driven by lower charges related to insurance and security losses ($7.4 million), partially offset by higher net compensation costs ($3.1 million) and higher professional fees ($2.2 million).

Corporate expenses for the first six months of 2024 decreased $15.4 million versus the prior year period.

This was primarily driven by lower charges related to insurance and security losses ($22.8 million), partially offset by higher net compensation costs ($2.4 million) and higher technology costs ($2.2 million).

Other Items Not Allocated to Segments

Ended March 31, %

(In millions) 2024 2023 change

Ended June 30, % Six Months

Ended June 30, %

(In millions) 2024 2023 change 2024 2023 change

Operating profit:

Reorganization and restructuring

(0.1) — unfav $ (1.5) (14.2) (89)

Acquisitions and dispositions (14.8) (15.0) (1) (30.7) (37.0) (17)

Argentina highly inflationary impact (11.4) (11.0) 4 (13.0) (22.2) (41)

Transformation initiatives (4.8) — unfav

Transformation initiatives (7.2) — unfav (12.0) — unfav

Department of Justice investigation

(6.0) — unfav (6.0) — unfav

Chile antitrust matter

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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 $34.2 million in charges under this program, including $1.0 million in the first three months of 2024.

In total, we have recognized $34.0 million in charges under this program, including $0.8 million in the first six months of 2024.

We expect total expenses from the program to be between $36 million and $38 million.

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

As a result of these actions, we recognized net costs of $3.8 million in the first three months of 2023, primarily severance costs.

We recognized $0.4 million in net costs in the first three months of 2024.

As a result of these actions, we recognized net costs of $4.1 million in the first six months of 2023, primarily severance costs.

We recognized $0.7 million in net costs in the first six months of 2024.

The majority of the costs in both the 2024 and 2023 periods result 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.

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Charges related to the employees, assets, leases and contracts impacted by these restructuring actions were excluded from the segments and corporate expenses as shown in the table below.

Ended March 31, %

(In millions) 2024 2023 change

Three Months Ended June 30, % Six Months

Ended June 30, %

(In millions) 2024 2023 change 2024 2023 change

Reportable Segments:

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Latin America (0.1) (0.4) (75) (0.3) (4.0) (93)

Europe (0.3) (4.4) (93)

Europe (0.2) 0.2 unfav (0.5) (4.2) (88)

Rest of World — 0.6 (100) — (0.7) (100)

Total reportable segments (1.3) (12.9) (90)

Corporate items (0.1) (1.3) (92)

Total $ (1.4) (14.2) (90)

Total reportable segments (0.3) — unfav (1.6) (12.9) (88)

Corporate items 0.2 — fav 0.1 (1.3) fav

Total $ (0.1) — unfav $ (1.5) (14.2) (89)

Acquisitions and dispositions Certain acquisition and disposition items that are not considered part of the ongoing activities of the business and are special in nature are consistently excluded from segment and non-GAAP results.

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2024 Acquisitions and Dispositions

• Amortization expense for acquisition-related intangible assets was $14.5 million in the first three months of 2024.

• We recognized $0.7 million in charges in Argentina in the first three months of 2024 for an inflation-adjusted labor increase to expected payments to union workers of the Maco businesses.

• Amortization expense for acquisition-related intangible assets was $29.1 million in the first six months of 2024.

• Net charges of $1.2 million were incurred for post-acquisition adjustments to indemnification assets related to previous business acquisitions.

• We recognized $0.5 million in charges in Argentina in the first six months of 2024 for an inflation-adjusted labor increase to expected payments to union workers of the Maco businesses.

See Note 6 for details.

• We incurred $0.3 million in integration costs in the first three months of 2024.

• Transaction costs related to business acquisitions were $0.3 million in the first three months of 2024.

• Compensation expense related to the retention of key PAI employees was $0.1 million in the first three months of 2024.

• We incurred $0.4 million in integration costs in the first six months of 2024.

• Transaction costs related to business acquisitions were $0.3 million in the first six months of 2024.

• A net credit of $1.3 million related to the reversal of retention liability for key PAI employees was recorded in the first six months of 2024.

2023 Acquisitions and Dispositions

• Amortization expense for acquisition-related intangible assets was $14.0 million in the first three months of 2023.

• We recognized $3.3 million in charges in Argentina in the first three months of 2024 for an inflation-adjusted labor increase to expected payments to union workers of the Maco businesses.

• Amortization expense for acquisition-related intangible assets was $28.6 million in the first six months of 2023.

• A net gain of $4.8 million was recognized upon derecognition of a contingent consideration liability related to the NoteMachine business acquisition.

• We recognized $3.3 million in charges in Argentina in the first six months of 2024 for an inflation-adjusted labor increase to expected payments to union workers of the Maco businesses.

• Net charges of $2.6 million were incurred for post-acquisition adjustments to indemnification assets related to previous business acquisitions.

• We incurred $0.4 million in integration costs, primarily related to PAI, in the first three months of 2023.

• Transaction costs related to business acquisitions were $0.5 million in the first three months of 2023.

• We recognized a $2.0 million loss on the disposition of Russia-based operations in the first three months of 2023.

• Compensation expense related to the retention of key PAI employees was $0.6 million in the first three months of 2023.

• We incurred $1.2 million in integration costs, primarily related to PAI, in the first six months of 2023.

• Transaction costs related to business acquisitions were $2.4 million in the first six months of 2023.

• We recognized a $2.0 million loss on the disposition of Russia-based operations in the first six months of 2023.

• Compensation expense related to the retention of key PAI employees was $1.0 million in the first six months of 2023.

Argentina highly inflationary impact Beginning in the third quarter of 2018, we designated Argentina's economy as highly inflationary for accounting purposes.

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The higher historical basis results in incremental expense being recognized when the nonmonetary assets are consumed.

In the first three months of 2024, we recognized $1.6 million in pretax charges related to highly inflationary accounting.

In the first three months of 2023, we recognized $11.2 million in pretax charges related to highly inflationary accounting, including currency remeasurement losses of $9.8 million.

In the first six months of 2024, we recognized $13.0 million in pretax charges related to highly inflationary accounting, including currency remeasurement losses of $6.4 million.

In the first six months of 2023, we recognized $22.2 million in pretax charges related to highly inflationary accounting, including currency remeasurement losses of $18.2 million.

These amounts are excluded from segment and non-GAAP results.

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The program is designed to help us standardize our commercial and operational systems and processes, drive continuous improvement and achieve operational excellence.

Accordingly, we incurred $5.5 million of expense in 2023, and an additional $4.8 million in the first three months of 2024.

Accordingly, we incurred $5.5 million of expense in 2023 and an additional $12.0 million in the first six months of 2024.

The transformation costs primarily include third party professional services and project management charges and are excluded from segment and non-GAAP results.

Department of Justice investigation During the second quarter of 2024, we accrued $6.0 million in connection with a U.S.

Department of Justice investigation.

Due to the special nature of this matter, this charge has not been allocated to segment results and is excluded from non-GAAP results.

See Note 14 for details.

Chile antitrust matter We recognized an estimated loss of $9.5 million in the third quarter of 2021 related to a potential fine.

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.

In the first six months of 2024, we recognized an additional $0.5 million adjustment and, in the first six months of 2023, an additional $0.4 million

adjustment to our estimated loss.

The adjustments resulted primarily from changes in currency rates.

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dollar revenues and operating profit and may continue through the end of 2024.

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) and 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 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) and 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).

During September 2019, the Argentine government announced currency controls on both companies and individuals.

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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 conversion losses in the three months ended March 31, 2024 or March 31, 2023.

We did not have any such conversions or 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.

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From time to time, we use short term foreign currency forward and swap contracts to hedge transactional risks associated with foreign currencies.

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

These short term 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 short term outstanding foreign currency forward and swap contracts was $966 million, with average contract maturities of approximately one month.

These short term 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 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

We also had a long term cross currency swap contract to hedge exposure in Brazilian real, which was designated as a cash flow hedge for accounting purposes.

3 unchanged sentences

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

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

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

17 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 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 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 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 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 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.

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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 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 foreign exchange forward swap was an asset of $0.2, 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 foreign exchange forward swap 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 foreign exchange forward swap 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 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

3 unchanged sentences

Other operating income (expense) includes amounts included in segment results as well as income and expense not allocated to segments.

Ended March 31, %

(In millions) 2024 2023 change

Ended June 30, % Six Months

Ended June 30, %

(In millions) 2024 2023 change 2024 2023 change

Foreign currency items:

Transaction losses $ (5.5) (12.9) (57)

Derivative instrument gains 13.4 8.2 63

Gains (losses) on sale of property and other assets 0.8 (1.9) fav

Impairment losses (0.5) (3.7) (86)

Transaction gains (losses)

$ 7.2 (14.0) fav $ 1.7 (26.9) fav

Derivative instrument gains (losses)

(12.1) 10.4 unfav 1.3 18.6 (93)

Gains (losses) on sale of property and other assets 0.5 0.1 fav 1.3 (1.8) fav

Impairment losses (1.4) (0.5) unfav (1.9) (4.2) (55)

Indemnification asset adjustments (1.2) (2.1) (43) (1.2) (2.6) (54)

1 unchanged sentence

Royalty income 2.0 1.7 18 4.1 3.6 14

Other gains 1.5 — fav

Other operating income (expense) $ 12.6 (8.3) fav

Contingent consideration liability adjustment — 4.8 (100) — 4.8 (100)

Other gains (losses)

(0.6) 2.8 unfav 0.9 2.8 (68)

Other operating income (expense) $ (5.0) 3.8 unfav $ 7.6 (4.5) fav

Nonoperating Income and Expense

Interest expense

Ended March 31, %

Ended June 30, % Six Months

Ended June 30, %

(In millions)

2024 2023 change

2024 2023 change 2024 2023 change

Interest expense $ 56.5 51.1 11 $ 112.3 97.7 15

Interest expense was higher in the first three months of 2024 due to higher interest rates on corporate debt and overall higher borrowing levels.

Interest expense was higher in the first six months of 2024 due to higher interest rates on corporate debt and overall higher borrowing levels.

Borrowings were primarily used to fund growth in our DRS business and other general corporate initiatives.

Interest and other nonoperating income (expense)

Ended March 31, %

(In millions) 2024 2023 change

Interest income $ 15.6 6.5 fav

Ended June 30, % Six Months

Ended June 30, %

(In millions) 2024 2023 change 2024 2023 change

Interest income $ 11.8 7.5 57 $ 27.4 14.0 96

Gain (loss) on equity and debt securities — (0.9) (100) 0.5 (1.0) fav

Foreign currency transaction gains (losses) — (0.7) (100) 0.1 (1.1) fav

Retirement benefit cost other than service cost (1.1) — —

Argentina turnover tax (1.1) (0.5) unfav

Retirement benefit cost other than service cost (0.3) 0.8 unfav (1.4) 0.8 unfav

Argentina turnover tax (0.9) (1.4) (36) (2.0) (1.9) 5

Non-income taxes on intercompany billings (a)

(0.2) (0.2) — (0.6) (0.9) (33)

Other (0.3) (0.1) unfav

Interest and other nonoperating income (expense) $ 13.3 4.7 fav

Other 2.1 (1.0) fav 1.8 (1.1) fav

Interest and other nonoperating income (expense) $ 12.5 4.1 fav $ 25.8 8.8 fav

(a) Certain of our Latin American subsidiaries incur non-income taxes related to the billing of intercompany charges.

These intercompany charges do not impact the Latin America segment results and are eliminated in our consolidation.

Ended March 31,

(in millions) 2024 2023

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 %

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Noncontrolling Interests

Ended March 31, %

(In millions) 2024 2023 change

Ended June 30, % Six Months

Ended June 30, %

(In millions) 2024 2023 change 2024 2023 change

Net income attributable to noncontrolling interests $ 3.6 3.0 20 $ 6.5 6.3 3

The decrease in net income attributable to noncontrolling interests in the three months ended March 31, 2024, in comparison to the three months March 31, 2023, is primarily attributable to higher 2023 operating results reported by certain subsidiaries that are not wholly-owned.

The increase in the net income attributable to noncontrolling interests in the three months ended June 30, 2024, in comparison to the three months ended June 30, 2023, is primarily attributable to higher 2024 operating results reported by certain subsidiaries that are not wholly-owned.

The net income attributable to noncontrolling interests in the six months ended June 30, 2024, is consistent with the net income attributable to noncontrolling interests in the six months ended June 30, 2023.

Non-GAAP Results Reconciled to GAAP

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Valuation allowance on tax credits (e)

Department of Justice investigation (b)

Chile antitrust matter (b)

0.5 0.1 0.4 0.1

Income tax rate adjustment (c)

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retirement plans are also excluded from non-GAAP results.

(e) In the first three months of 2023, we recorded a portion of our valuation allowance on certain U.S.

(e) In the first six months of 2023, we recorded a portion of our valuation allowance on certain U.S.

deferred tax assets primarily related to foreign tax credit carryforward attributes.

1 unchanged sentence

Internal Revenue Service in 2023, which provided taxpayers relief from the 2022 foreign tax credit regulations until additional guidance is issued and effective date of such guidance is provided.

(f) Due to reorganization and restructuring activities, there was a $0.9 million non-GAAP adjustment to share-based compensation in the six months ended 2023.

There is no difference between GAAP and non-GAAP share-based compensation amounts for the other periods presented.

(g) Due to the impact of Argentina highly inflationary accounting, there was a $0.3 million non-GAAP adjustment for a loss in the second quarter of 2023, and a $0.6 million non-GAAP adjustment for a loss in the six months ended 2023.

There is no difference between GAAP and non-GAAP share-based compensation amounts for the other periods presented..

(h) Adjusted EBITDA is defined as non-GAAP income from continuing operations excluding the impact of non-GAAP interest expense, non-GAAP income tax provision, non-GAAP depreciation and amortization, non-GAAP share-based compensation and non-GAAP marketable securities (gain) loss.

Non-GAAP Results Reconciled to GAAP

Ended March 31,

Ended June 30, Six Months

Ended June 30,

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

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Reorganization and restructuring (b)

0.1 — 1.5 14.2

Acquisitions and dispositions (b)

14.8 15.0 30.7 37.0

Argentina highly inflationary impact (b)

11.4 11.0 13.0 22.2

Transformation initiatives (b)

Department of Justice investigation (b)

Chile antitrust matter (b)

0.1 0.2 0.5 0.4

Non-GAAP $ 155.6 131.8 $ 300.6 259.2

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Retirement plans (d)

(1.9) (1.9) (3.4) (4.1)

Acquisitions and dispositions (b)

— 0.6 (0.2) 1.1

Argentina highly inflationary impact (b)

0.2 0.3 0.2 0.6

Non-GAAP $ 10.8 3.1 $ 22.4 6.4

2 unchanged sentences

Retirement plans (d)

(0.4) (0.1) (0.7) (0.7)

Reorganization and restructuring (b)

(0.1) (0.1) 0.3 2.6

Acquisitions and dispositions (b)

1.0 2.0 2.3 4.4

Argentina highly inflationary impact (b)

0.2 (0.2) 0.1 (0.7)

Transformation initiatives (b)

Valuation allowance on tax credits (e)

— (4.1) — (6.7)

Chile antitrust matter (b)

0.1 0.1 0.1 0.1

Income tax rate adjustment (c)

7.8 (0.1) 8.5 (0.9)

Non-GAAP $ 30.9 20.9 $ 59.2 $ 41.8

2 unchanged sentences

Acquisitions and dispositions (b)

0.3 0.3 0.5 0.5

Income tax rate adjustment (c)

(0.3) (0.3) (0.6) (0.6)

Non-GAAP $ 3.6 3.0 $ 6.4 6.2

1 unchanged sentence

See page 48 for footnote explanations.

Ended March 31,

Ended June 30, Six Months

Ended June 30,

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

2 unchanged sentences

Retirement plans (d)

(1.5) (1.8) (2.7) (3.4)

Reorganization and restructuring (b)

0.2 0.1 1.2 11.6

Acquisitions and dispositions (b)

13.5 13.6 27.7 33.7

Argentina highly inflationary impact (b)

11.4 11.5 13.1 23.5

Transformation initiatives (b)

Valuation allowance on tax credits (e)

Department of Justice investigation (b)

Chile antitrust matter (b)

— 0.1 0.4 0.3

Income tax rate adjustment (c)

(7.5) 0.4 (7.9) 1.5

Non-GAAP $ 75.4 60.2 $ 145.1 120.4

Adjusted EBITDA (h) :

Net income (loss) attributable to Brink's - GAAP $ 46.2 32.1 $ 95.5 47.1

Interest expense - GAAP 56.5 51.1 112.3 97.7

Income tax provision - GAAP 22.1 23.4 48.3 43.7

Depreciation and amortization - GAAP 73.1 69.6 145.5 137.2

EBITDA $ 197.9 176.2 $ 401.6 325.7

Discontinued operations - GAAP 0.1 0.1 0.1 (0.6)

Retirement plans (c)

(1.9) (1.9) (3.4) (4.1)

Reorganization and restructuring (a)

0.1 (0.1) 1.5 13.0

Acquisitions and dispositions (a)

(0.1) 0.7 0.9 9.0

Argentina highly inflationary impact (a)

9.0 10.0 8.3 20.4

Transformation initiatives (a)

Department of Justice investigation (b)

Chile antitrust matter (a)

0.1 0.2 0.5 0.4

Income tax rate adjustment (b)

0.3 0.3 0.6 0.6

Share-based compensation (f)

7.3 8.3 16.6 20.1

Marketable securities (gain) loss (g)

(0.1) 0.5 (0.6) 0.3

Adjusted EBITDA $ 225.9 194.3 $ 444.1 384.8

GAAP $ 1.03 0.68 $ 2.12 0.98

2 unchanged sentences

Reorganization and restructuring (b)

0.01 0.01 0.02 0.24

Acquisitions and dispositions (b)

0.30 0.27 0.62 0.71

Argentina highly inflationary impact (b)

0.25 0.24 0.29 0.50

Transformation initiatives (b)

0.16 — 0.26 —

Valuation allowance on tax credits (e)

— 0.09 — 0.14

Department of Justice investigation (b)

0.13 — 0.13 —

Chile antitrust matter (b)

— — 0.01 0.01

Income tax rate adjustment (c)

(0.17) 0.01 (0.17) 0.03

Non-GAAP $ 1.67 1.27 $ 3.21 2.54

Depreciation and Amortization:

GAAP $ 73.1 69.6 $ 145.5 137.2

Reorganization and restructuring costs (a)

— (0.1) — (1.2)

Acquisitions and dispositions (a)

(14.6) (14.6) (29.1) (28.6)

Argentina highly inflationary impact (a)

(2.6) (1.3) (4.9) (2.4)

Non-GAAP $ 55.9 53.6 $ 111.5 105.0

Amounts may not add due to rounding.

1 unchanged sentence

LIQUIDITY AND CAPITAL RESOURCES

Cash flows from operating activities improved $109.0 million in the first three months of 2024 as compared to the first three months of 2023.

Cash used for investing activities decreased by $11.8 million in the first three months of 2024 compared to the first three months of 2023.

We financed our liquidity needs in the first three months of 2024 with existing cash from operations.

Cash flows from operating activities decreased $107.5 million in the first six months of 2024 as compared to the first six months of 2023.

Cash used for investing activities decreased by $28.2 million in the first six months of 2024 compared to the first six months of 2023.

We financed our liquidity needs in the first six months of 2024 with existing cash from operations and cash flows from long term debt.

Operating Activities

Ended March 31, $

Ended June 30, $

(In millions) 2024 2023 change

Cash flows from operating activities

Cash flows provided from (used in) operating activities

Operating activities - GAAP $ (2.2) 105.3 (107.5)

(Increase) decrease in restricted cash held for customers (57.3) 43.7 (101.0)

(Increase) decrease in restricted cash held for customers (see Note 13)

67.2 16.2 51.0

(Increase) decrease in customer obligations (a)

(4.6) 32.4 (37.0)

Operating activities - non-GAAP $ (17.4) 8.2 (25.6)

Capital expenditures - GAAP (108.9) (89.4) (19.5)

Proceeds from sale of property, equipment and investments 4.5 1.0 3.5

Proceeds from lessor debt financing (see Note 13)

Free cash flow before dividends - non-GAAP

$ (36.8) 66.9 (103.7)

(a) To adjust for the change in the balance of customer obligations related to cash received and processed in certain of our secure cash management services operations.

1 unchanged sentence

The cash is generally credited to customers’ accounts the following day and we do not consider it as available for general corporate purposes in the management of our liquidity and capital resources.

Non-GAAP cash flows from operating activities is a supplemental financial measure that is not required by, or presented in accordance with, GAAP.

The purpose of this non-GAAP measure is to report financial information excluding cash flows from restricted cash held for customers and the impact of cash received and processed in certain of our secure cash management services operations.

We believe this measure is helpful in assessing cash flows from operations, enables period-to-period comparability and is useful in predicting future operating cash flows.

Non-GAAP free cash flow before dividends is a supplemental financial measure that is not required by, or presented in accordance with, GAAP.

The purpose of this non-GAAP measure is to report financial information excluding the change in restricted cash held for customers, the impact of cash received and processed in certain of our secure cash management services operations, and capital expenditures, and to include proceeds from the sale of property, equipment and investments and proceeds from lessor debt financing.

We believe this measure is helpful in assessing cash flows from operations, enables period-to-period comparability and is useful in predicting future cash flows.

This non-GAAP measure should not be considered as an alternative to cash flows from operating activities determined in accordance with GAAP and should be read in conjunction with our condensed consolidated statements of cash flows.

Cash flows from operating activities improved $109.0 million in the first three months of 2024 compared to the same period in 2023.

The increase was attributed to higher operating profit, restricted cash held for customers (restricted cash held for customers increased by $57.3 million in 2024 compared to a decrease of $43.7 million in 2023), and changes in customer obligations related to certain of our secure cash management services operations (certain customer obligations increased by $24.0 million in 2024 compared to an decrease of $9.6 million in 2023), partially offset by working capital changes, higher amounts paid for interest (we had $68.0 million in cash payments for interest in 2024 as compared to $59.1 million in 2023), and higher amounts paid for income taxes (we had $28.2 million in cash payments for taxes in 2024 as compared to $23.3 million in 2023).

Non-GAAP cash flows from operating activities decreased $25.6 million in the first three months of 2024 as compared to the same period in 2023.

The decrease was attributed to working capital changes and higher amounts paid for interest and incomes taxes, partially offset by higher operating profit.

Cash flows from operating activities decreased $107.5 million in the first six months of 2024 compared to the same period in 2023.

The decrease was attributed to restricted cash held for customers (restricted cash held for customers decreased by $67.2 million in 2024 compared to a decrease of $16.2 million in 2023), working capital changes, higher amounts paid for interest (we had $124.7 million in cash payments for interest in 2024 as compared to $110.0 million in 2023), and higher amounts paid for income taxes (we had $68.5 million in cash payments for taxes in 2024 as compared to $54.7 million in 2023), partially offset by changes in customer obligations related to certain of our secure cash management services operations (certain customer obligations increased by $4.6 million in 2024 compared to an decrease of $32.4 million in 2023) and higher operating profit.

Free cash flow before dividends - non-GAAP

Free cash flow before dividends decreased $103.7 million in the first six months of 2024 as compared to the same period in 2023.

The decrease was attributed to higher amounts paid for capital expenditures (we had $108.9 million in capital expenditures in 2024 compared to $89.4 million in 2023), working capital changes, and higher amounts paid for interest and incomes taxes partially offset by higher operating profit and higher proceeds received from sale of property, equipment and investments (we received $4.5 million in proceeds in 2024 as compared to $1.0 million in 2023), and higher proceeds received from lessor debt financing (we received $7.2 million in proceeds in 2024 as compared to $1.4 million in 2023).

Investing Activities

Ended March 31, $

Ended June 30, $

(In millions) 2024 2023 change

9 unchanged sentences

Other (0.9) (0.4) (0.5)

Discontinued operations — 0.9 (0.9)

Investing activities $ (116.4) (144.6) 28.2

Cash used by investing activities decreased by $11.8 million in the first three months of 2024 versus the first three months of 2023.

The decrease was primarily due to net change in loans held for investment (we had $1.8 million in cash received in 2023 compared to $10.5 million in cash paid in 2023), as discussed in Note 12.

Cash used by investing activities decreased by $28.2 million in the first six months of 2024 versus the first six months of 2023.

The decrease was primarily due to decreases in cash paid for marketable security purchases (we had $1.4 million in cash paid for purchases in 2024 as compared to $44.5 million in cash paid in 2023) and net change in loans held for investment (we had $3.5 million in cash received in 2024 compared to $14.2 million in cash paid in 2023), as discussed in Note 13.

These movements were partially offset by increases in cash paid for capital expenditures and increases in cash paid for acquisitions.

Capital expenditures and depreciation and amortization were as follows:

Ended March 31, $ Full Year

Ended June 30, $ Full Year

(In millions) 2024 2023 change 2023

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Reorganization and restructuring

— 1.2 (1.2) 1.2

Amortization of intangible assets 29.1 28.6 0.5 57.8

Depreciation and amortization - GAAP $ 145.5 137.2 8.3 275.8

Incremental depreciation related to highly inflationary accounting in Argentina, accelerated depreciation related to restructuring activities and acquisition-related integration activities, and amortization of acquisition-related intangible assets have been excluded from non-GAAP amounts.

(a) Represents the amount of property and equipment acquired using financing leases.

(a) Incremental depreciation related to highly inflationary accounting in Argentina, accelerated depreciation related to restructuring activities and acquisition-related integration activities, and amortization of acquisition-related intangible assets have been excluded from non-GAAP amounts.

(b) Represents the amount of property and equipment acquired using financing leases.

Because the assets are acquired without using cash, the acquisitions are not reflected in the condensed consolidated statements of cash flows.

4 unchanged sentences

These non-GAAP measures should not be considered as alternatives to capital expenditures and depreciation and amortization determined in accordance with GAAP and should be read in conjunction with our condensed consolidated statements of cash flows.

Our reinvestment ratio, which we define as the annual amount of property and equipment acquired during the period divided by the annual amount of depreciation, was 1.4 for the 12 months ending March 31, 2024 and the 12 months ending March 31, 2023.

Capital expenditures in the first three months of 2024 were primarily for cash devices, information technology, and armored vehicles.

Our reinvestment ratio, which we define as the annual amount of property and equipment acquired during the period divided by the annual amount of depreciation, was 1.3 for the 12 months ending June 30, 2024 compared to 1.3 for the 12 months ending June 30, 2023.

Capital expenditures in the first six months of 2024 were primarily for cash devices, information technology, and armored vehicles.

Financing Activities

Ended March 31, $

Ended June 30, $

(In millions) 2024 2023 change

6 unchanged sentences

Acquisition of noncontrolling interest (0.2) (0.6) 0.4

Debt financing costs (9.6) — (9.6)

Repurchase shares of Brink's common stock (65.7) (17.5) (48.2)

8 unchanged sentences

Debt borrowings and repayments

Cash used in financing activities decreased by $95.8 million year over year as we had net cash used in financing activities of $1.3 million in the first three months of 2024 compared to net cash used in financing activities of $97.1 million in the first three months of 2023.

The change was driven primarily by a decrease in net repayments compared to the prior year three month period.

We paid dividends to Brink’s shareholders of $0.22 per share or $9.8 million in the first three months of 2024 compared to $0.20 per share or $9.3 million in the first three months of 2023.

Cash from financing activities increased by $153.4 million year over year as we had net cash from financing activities of $99.1 million in the first six months of 2024 compared to net cash used in financing activities of $54.3 million in the first six months of 2023.

The change was driven primarily by an increase in net borrowings (as discussed in Note 9) compared to the prior year six month period, partially offset by increased cash used to repurchase shares of common stock (we used $65.7 million to repurchase shares in 2024 as compared to $17.5 million in 2023).

We paid dividends to Brink’s shareholders of $0.4625 per share or $20.6 million in the first six months of 2024 compared to $0.4200 per share or $19.5 million in the first six months of 2023.

Future dividends are dependent on our earnings, financial condition, shareholders’ equity levels, our cash flow and business requirements, as determined by the Board of Directors.

1 unchanged sentence

GAAP Measures

March 31, December 31,

June 30, December 31,

(In millions) 2024 2023

9 unchanged sentences

(b) Included within Net Debt is net cash from our Argentina operations of $75 million at March 31, 2024 and $63 million at December 31, 2023 (see Note 1 to the condensed consolidated financial statements for a discussion of currency controls in Argentina).

(b) Included within Net Debt is net cash from our Argentina operations of $85 million at June 30, 2024 and $63 million at December 31, 2023 (see Note 1 to the condensed consolidated financial statements for a discussion of currency controls in Argentina).

Net Debt is a supplemental non-GAAP financial measure that is not required by or presented in accordance with GAAP.

2 unchanged sentences

Net Debt should not be considered as an alternative to Debt determined in accordance with GAAP and should be reviewed in conjunction with our condensed consolidated balance sheets.

Set forth above is a reconciliation of Net Debt, a non-GAAP financial measure, to Debt, which is the most directly comparable financial measure calculated and reported in accordance with GAAP, as of March 31, 2024, and December 31, 2023.

Net Debt increased by $205 million primarily to fund general corporate purposes and other working capital needs.

2 unchanged sentences

Our operating liquidity needs are typically financed by cash from operations, short-term borrowings and the available borrowing capacity under our Revolving Credit Facility (our debt facilities are described in more detail in Note 9 to the condensed consolidated financial statements, including certain limitations and considerations related to the cash and borrowing capacity).

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.

Based on our current cash on hand, cash generated from operations, and amounts available under our credit facilities, we believe that we will be able to meet our liquidity needs for the next 12 months.

16 unchanged sentences

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").

19 unchanged sentences

Actual Actual Projected

(In millions) 2023 1Q 2024 2Q-4Q 2024 2025 2026 2027 2028

(In millions) 2023 First half 2024 2nd half 2024 2025 2026 2027 2028

Beginning funded status $ (24.0) (10.9) (2.9) (5.1) 3.4 12.0 20.6

21 unchanged sentences

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.

There are approximately 10,500 beneficiaries in the plan.

10 unchanged sentences

Actual Actual Projected

(In millions) 2023 1Q 2024 2Q-4Q 2024 FY2024 2025 2026 2027 2028

(In millions) 2023 First half 2024 2nd half 2024 FY2024 2025 2026 2027 2028

pension plan $ (13.6) (5.3) (5.6) (10.9) (5.0) 0.6 6.2 3.1

8 unchanged sentences

Actual Actual Projected

(In millions) 2023 1Q 2024 2Q-4Q 2024 FY2024 2025 2026 2027 2028

(In millions) 2023 First half 2024 2nd half 2024 FY2024 2025 2026 2027 2028

Payments from Brink’s to U.S.

9 unchanged sentences

Contingent Matters

See Note 13 to the condensed consolidated financial statements for information about contingent matters at March 31, 2024.

See Note 14 to the condensed consolidated financial statements for information about contingent matters at June 30, 2024.

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 2. Management’s Discussion and Analysis