BRINKS CO [BCO] Filings

10-Q 1 bco-20240630.htm 10-Q bco-20240630

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF

THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2024

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF

THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ________ to ________

Commission file number 001-09148


			THE BRINK’S COMPANY
			(Exact name of registrant as specified in its charter)


Virginia						54-1317776
(State or other jurisdiction of						(I.R.S. Employer
incorporation or organization)						Identification No.)

1801 Bayberry Court, Richmond, Virginia 23226-8100

(Address of principal executive offices) (Zip Code)

(804) 289-9600

(Registrant's telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $1.00 per share	BCO	New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company” and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Large Accelerated Filer ☒ Accelerated Filer ☐ Non-Accelerated Filer ☐ Smaller Reporting Company ☐ Emerging Growth Company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes ☐ No ☒

As of August 2, 2024, 44,138,206 shares of $1 par value common stock were outstanding.

Part I - Financial Information

Item 1. Financial Statements

THE BRINK’S COMPANY

and subsidiaries

Condensed Consolidated Balance Sheets

(Unaudited)


(In millions, except for per share amounts)	June 30, 2024		December 31, 2023
ASSETS
Current assets:
Cash and cash equivalents	$	1,189.2	1,176.6
Restricted cash	428.8		507.0
Accounts receivable (net of allowance: 2024 - $30.6; 2023 - $30.4)	843.3		779.0
Prepaid expenses and other	357.6		325.7
Total current assets	2,818.9		2,788.3

Right-of-use assets, net	333.9		337.7
Property and equipment (net of accumulated depreciation and amortization: 2024 - $1,659.3; 2023 - $1,620.1)	975.2		1,013.3
Goodwill	1,453.8		1,473.8
Other intangibles (net of accumulated amortization: 2024 - $298.4; 2023 - $278.7)	456.4		488.3
Deferred tax assets, net	225.7		231.8
Other	297.7		268.6

Total assets	$	6,561.6	6,601.8

LIABILITIES AND EQUITY

Current liabilities:
Short-term borrowings	$	138.6	151.7
Current maturities of long-term debt	133.1		117.1
Accounts payable	229.7		249.7
Accrued liabilities	1,077.1		1,126.9
Restricted cash held for customers	214.9		298.7
Total current liabilities	1,793.4		1,944.1

Long-term debt	3,475.4		3,262.5
Accrued pension costs	136.7		148.5
Retirement benefits other than pensions	163.3		159.6
Lease liabilities	259.8		265.8
Deferred tax liabilities	59.3		56.5
Other	227.1		244.6
Total liabilities	6,115.0		6,081.6

Commitments and contingent liabilities (notes 4, 8 and 14)

Equity:
The Brink's Company ("Brink's") shareholders:
Common stock, par value $1 per share:
Shares authorized: 100.0
Shares issued and outstanding: 2024 - 44.2; 2023 - 44.5	44.2		44.5
Capital in excess of par value	666.3		675.9
Retained earnings	354.0		333.0
Accumulated other comprehensive income (loss)	(744.0)		(656.0)
Brink’s shareholders	320.5		397.4

Noncontrolling interests	126.1		122.8

Total equity	446.6		520.2

Total liabilities and equity	$	6,561.6	6,601.8

See accompanying notes to condensed consolidated financial statements.

THE BRINK’S COMPANY

and subsidiaries

Condensed Consolidated Statements of Operations

(Unaudited)


	Three Months Ended June 30,			Six Months Ended June 30,
(In millions, except for per share amounts)	2024		2023	2024		2023

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

Costs and expenses:
Cost of revenues	937.8		943.8	1,865.0		1,864.1
Selling, general and administrative expenses	194.3		170.6	394.9		347.6
Total costs and expenses	1,132.1		1,114.4	2,259.9		2,211.7
Other operating income (expense)	(5.0)		3.8	7.6		(4.5)

Operating profit	116.0		105.6	236.9		185.4

Interest expense	(56.5)		(51.1)	(112.3)		(97.7)
Interest and other nonoperating income (expense)	12.5		4.1	25.8		8.8
Income from continuing operations before tax	72.0		58.6	150.4		96.5
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 (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
Less net income attributable to noncontrolling interests	3.6		3.0	6.5		6.3

Net income attributable to Brink’s	46.2		32.1	95.5		47.1

Amounts attributable to Brink’s
Continuing operations	46.3		32.2	95.6		46.5
Discontinued operations	(0.1)		(0.1)	(0.1)		0.6

Net income attributable to Brink’s	$	46.2	32.1	$	95.5	47.1

Income per share attributable to Brink’s common shareholders(a):
Basic:
Continuing operations	$	1.04	0.69	$	2.14	0.99
Discontinued operations	—		—	—		0.01
Net income	$	1.03	0.69	$	2.13	1.01

Diluted:
Continuing operations	$	1.03	0.68	$	2.12	0.98
Discontinued operations	—		—	—		0.01
Net income	$	1.02	0.68	$	2.11	0.99

Weighted-average shares
Basic	44.6		46.7	44.7		46.7
Diluted	45.1		47.3	45.2		47.4

Cash dividends paid per common share	$	0.2425	0.2200	$	0.4625	0.4200

(a) Amounts may not add due to rounding.

See accompanying notes to condensed consolidated financial statements.

THE BRINK’S COMPANY

and subsidiaries

Condensed Consolidated Statements of Comprehensive Income (Loss)

(Unaudited)


	Three Months Ended June 30,				Six Months Ended June 30,
(In millions)	2024		2023		2024		2023

Net income	$	49.8	$	35.1	$	102.0	$	53.4

Benefit plan adjustments:
Benefit plan actuarial gains	5.2		—		9.3		3.1
Benefit plan prior service costs	(10.4)		(2.7)		(13.2)		(5.7)
Deferred profit sharing	(0.2)		0.3		(0.1)		0.3
Total benefit plan adjustments	(5.4)		(2.4)		(4.0)		(2.3)

Foreign currency translation adjustments	(71.1)		15.7		(92.6)		59.1
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
Provision (benefit) for income taxes	0.9		1.0		7.4		(2.1)

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

Comprehensive income (loss)	(26.1)		65.4		11.3		119.7
Less comprehensive income attributable to noncontrolling interests	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.

THE BRINK’S COMPANY

and subsidiaries

Condensed Consolidated Statements of Equity

(Unaudited)


	Six Months ended June 30, 2024
(In millions)	Shares	Common Stock		Capital in Excess of Par Value	Retained Earnings	AOCI*	Noncontrolling Interests	Total
Balance as of December 31, 2023	44.5	$	44.5	675.9	333.0	(656.0)	122.8	520.2

Net income	—	—		—	49.3	—	2.9	52.2
Other comprehensive loss	—	—		—	—	(13.0)	(1.8)	(14.8)

Shares repurchased	(0.3)	(0.3)		(2.2)	(18.5)	—	—	(21.0)
Dividends to:
Brink’s common shareholders ($0.2200 per share)	—	—		—	(9.8)	—	—	(9.8)

Share-based compensation:
Stock awards and options:
Compensation expense	—	—		9.3	—	—	—	9.3


Other share-based benefit transactions	0.4	0.4		(16.4)	—	—	—	(16.0)
Acquisitions of noncontrolling interests	—	—		0.2	—	—	(0.4)	(0.2)

Balance as of March 31, 2024	44.6	$	44.6	666.8	354.0	(669.0)	123.5	519.9
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 Stock		Capital in Excess of Par Value	Retained Earnings	AOCI*	Noncontrolling Interests	Total
Balance as of December 31, 2022	46.3	$	46.3	684.1	417.2	(700.5)	123.1	570.2

Net income	—	—		—	15.0	—	3.3	18.3
Other comprehensive income	—	—		—	—	35.8	0.2	36.0

Shares repurchased	(0.2)	(0.2)		(3.8)	(12.0)	—	—	(16.0)
Dividends to:
Brink’s common shareholders ($0.2000 per share)	—	—		—	(9.3)	—	—	(9.3)
Noncontrolling interests	—	—		—	—	—	(0.4)	(0.4)
Share-based compensation:
Stock awards and options:
Compensation expense	—	—		10.9	—	—	—	10.9


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

Balance as of March 31, 2023	46.4	$	46.4	686.4	410.7	(664.7)	126.2	605.0
Net income	—	—		—	32.1	—	3.0	35.1
Other comprehensive income (loss)	—	—		—	—	33.3	(3.0)	30.3
Shares repurchased	(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)

See accompanying notes to condensed consolidated financial statements.

THE BRINK’S COMPANY

and subsidiaries

Condensed Consolidated Statements of Cash Flows

(Unaudited)


	Six Months Ended June 30,
(In millions)	2024		2023
Cash flows from operating activities:
Net income	$	102.0	53.4
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
(Income) loss from discontinued operations, net of tax	0.1		(0.6)
Depreciation and amortization	145.5		137.2
Share-based compensation expense	16.6		19.2
Deferred income taxes	0.1		7.1




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


Impairment losses	1.9		5.2
Retirement benefit funding more than expense:
Pension	(3.3)		(4.5)
Other than pension	(3.9)		(3.2)
Unrealized foreign currency (gains) losses	(3.5)		18.2
Other operating	5.1		7.8
Changes in operating assets and liabilities, net of effects of acquisitions:
(Increase) decrease in accounts receivable and income taxes receivable	(89.8)		5.8
Decrease in accounts payable, income taxes payable and accrued liabilities	(62.2)		(89.0)
Decrease in restricted cash held for customers	(67.2)		(16.2)
Increase (decrease) in customer obligations	4.6		(32.4)
Decrease in prepaid and other current assets	(21.8)		(3.3)
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:
Capital expenditures	(108.9)		(89.4)
Acquisitions, net of cash acquired	(14.4)		—
Dispositions, net of cash disposed	—		1.1
Marketable securities:
Purchases	(1.4)		(44.5)
Sales	1.2		0.9
Cash proceeds from sale of property, equipment and investments	4.5		1.0


Net change in loans held for investment	3.5		(14.2)

Other	(0.9)		(0.4)
Discontinued operations	—		0.9
Net cash used in investing activities	(116.4)		(144.6)
Cash flows from financing activities:
Borrowings (repayments) of debt:
Short-term borrowings	(7.0)		76.2

Long-term revolving credit facilities:
Borrowings	5,508.5		4,256.4
Repayments	(6,043.4)		(4,299.0)
Other long-term debt:
Borrowings	807.8		14.3
Repayments	(53.4)		(47.5)
Acquisition of noncontrolling interest	(0.2)		(0.6)
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)
Dividends to:
Shareholders of Brink’s	(20.6)		(19.5)
Noncontrolling interests in subsidiaries	(0.1)		(2.8)

Tax withholdings associated with share-based compensation	(17.2)		(6.9)
Other	—		2.3
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:
Decrease	(65.6)		(86.9)
Balance at beginning of period	1,683.6		1,410.5
Balance at end of period	$	1,618.0	1,323.6

See accompanying notes to condensed consolidated financial statements.

THE BRINK’S COMPANY

and subsidiaries

Notes to Condensed Consolidated Financial Statements

(Unaudited)

Note 1 - Basis of presentation

The Brink’s Company (along with its subsidiaries, “Brink’s”, the “Company”, “we”, “us” or “our”) has four operating segments:

•North America

•Latin America

•Europe

•Rest of World

Our unaudited interim condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) for interim financial reporting and applicable quarterly reporting regulations of the Securities and Exchange Commission (the “SEC”). Accordingly, the unaudited condensed consolidated financial statements do not include all of the information and notes required by GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation have been included. Operating results for interim periods are not necessarily indicative of the results that may be expected for the full year. These unaudited condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes in our Annual Report on Form 10-K for the year ended December 31, 2023.

Use of Estimates

In accordance with GAAP, we have made a number of estimates and assumptions relating to the reporting of assets and liabilities and the disclosure of contingent assets and liabilities to prepare these condensed consolidated financial statements. Actual results could differ materially from these estimates. The most significant estimates are related to goodwill, intangibles and other long-lived assets, pension and other retirement benefit assets and obligations, legal contingencies, allowance for doubtful accounts, deferred tax assets and purchase price allocations.

Consolidation

The condensed consolidated financial statements include our controlled subsidiaries. Control is determined based on ownership rights or, when applicable, based on whether we are considered to be the primary beneficiary of a variable interest entity. See "Venezuela" section below for further information. For controlled subsidiaries that are not wholly-owned, the noncontrolling interests are included in net income and in total equity.

Investments in businesses that we do not control, but for which we have the ability to exercise significant influence over operating and financial policies, are accounted for under the equity method and our proportionate share of income or loss is recorded in other operating income (expense). Investments in businesses for which we do not have the ability to exercise significant influence over operating and financial policies are accounted for at fair value, if readily determinable, with changes in fair value recognized in net income. For equity investments that do not have a readily determinable fair value, we measure these investments at cost minus impairment, if any, plus or minus changes from observable price changes. All intercompany accounts and transactions have been eliminated in consolidation.

Foreign Currency Translation

Our condensed consolidated financial statements are reported in U.S. dollars. Our foreign subsidiaries maintain their records primarily in the currency of the country in which they operate. The method of translating local currency financial information into U.S. dollars depends on whether the economy in which our foreign subsidiary operates has been designated as highly inflationary or not. Economies with a three-year cumulative inflation rate of more than 100% are considered highly inflationary.

Assets and liabilities of foreign subsidiaries in non-highly inflationary economies are translated into U.S. dollars using rates of exchange at the balance sheet date. Translation adjustments are recorded in other comprehensive income (loss). Revenues and expenses are translated at rates of exchange in effect during the year. Transaction gains and losses are recorded in net income.

Foreign subsidiaries that operate in highly inflationary countries use the U.S. dollar as their functional currency. Local currency monetary assets and liabilities are remeasured into U.S. dollars using rates of exchange as of each balance sheet date, with remeasurement adjustments and other transaction gains and losses recognized in earnings. Other than nonmonetary equity securities 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 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. Revenues and expenses are translated at rates of exchange in effect during the year.

Argentina

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 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. dollar).

Beginning July 1, 2018, we designated Argentina's economy as highly inflationary for accounting purposes. As a result, we consolidated Brink's Argentina using our accounting policy for subsidiaries operating in highly inflationary economies beginning with the third quarter of 2018. Argentine peso-denominated monetary assets and liabilities are remeasured at each balance sheet date using the currency exchange rate then in effect, with currency remeasurement gains and losses recognized in earnings. In the first 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).

During September 2019, the Argentine government announced currency controls on both companies and individuals. The Argentine central bank issued details as to how the exchange control procedures would operate in practice. Under these procedures, central bank approval is required for many transactions, including dividend repatriation abroad.

We have previously elected to use other market mechanisms to convert Argentine pesos into U.S. dollars. 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 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.

Venezuela

Our Venezuelan operations offer transportation and route-based logistics management services for cash and valuables throughout Venezuela. Currency exchange regulations, combined with other government regulations, such as price controls and strict labor laws, significantly limit our ability to make and execute operational decisions at our Venezuelan subsidiaries. As a result of these conditions, we do not meet the accounting criteria for control over our Venezuelan operations and, as a result, we report the results of our investment in our Venezuelan subsidiaries using the cost method of accounting, the basis of which approximates zero. Prior to the imposition of the U.S. government sanctions in 2019, we provided immaterial amounts of financial support to our Venezuela operations. We continue to monitor the situation in Venezuela, including the imposition of sanctions by the U.S. government targeting Venezuela.

Goodwill

Goodwill is recognized for the excess of the purchase price over the fair value of tangible and identifiable intangible net assets of businesses acquired. 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 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.

Restricted Cash

In France and Malaysia, we offer services to certain of our customers where we manage some or all of their cash supply chains. In connection with these offerings, we take temporary title to certain customers' cash, which is included as restricted cash in our financial statements due to customer agreement or regulation. In addition, in accordance with a revolving credit facility, we are required to maintain a restricted cash reserve and, due to this contractual restriction, we have classified these amounts as restricted cash in our condensed consolidated balance sheet (see Note 13).

New Accounting Standards

In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which requires expanded disclosures about significant segment expenses and information used to assess segment performance. ASU 2023-07 will be effective for us on January 1, 2024 for annual reporting periods. For interim reporting periods, it will be effective for us on January 1, 2025. We are currently evaluating the impact that the adoption of this standard will have on our consolidated financial statements.

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which expands annual disclosures in an entity’s income tax rate reconciliation table and requires annual disclosures regarding cash taxes paid both in the U.S. (federal and state) and foreign jurisdictions. The amendments in this ASU are effective for annual periods beginning after December 15, 2024, although early adoption is permitted. We are currently evaluating the impact that the adoption of this standard will have on our consolidated financial statements.

Note 2 - Revenue from Contracts with Customers

Performance Obligations

We provide various services to meet the needs of our customers and we group these service offerings into two broad categories: cash and valuables management; and digital retail solutions ("DRS") and ATM managed services ("AMS").

Cash and Valuables Management

Cash and valuables management services are provided to customers throughout the world. Cash-in-transit services include the secure transportation of cash, securities and other valuables between businesses, financial institutions and central banks. Basic ATM management services include cash replenishment, treasury management and first line maintenance. Our global services business provides secure transport of high-value commodities including diamonds, jewelry, precious metals, luxury goods, securities, banknotes, currency, high-tech devices, electronics and pharmaceuticals. Additional global services include pick-up, packaging, customs clearance, secure vault storage and inventory management. We also offer a variety of cash management services including money processing (e.g., counting, sorting, wrapping, checking condition of bills, etc.), check imaging and other cash management services (e.g., cashier balancing, counterfeit detection, account consolidation and electronic reporting). Our vaulting services combine cash-in-transit services, cash management services, vaulting and electronic reporting technologies to help banks expand into new markets while minimizing investment in vaults and branch facilities. In addition to providing secure storage, we process deposits, provide check imaging and reconciliation services, perform currency inventory management, process ATM replenishment orders and electronically transmit banking transactions. We provide other services to some of our customers, such as guarding, commercial security and payment services.

Digital Retail Solutions and ATM Managed Services

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 provides customers with enhanced analytics and visibility. DRS includes our patented Brink’s CompleteTM and CompuSafe® services. AMS provides comprehensive services beyond basic ATM services including cash forecasting, cash optimization, ATM remote monitoring, service call dispatching, transaction processing, and installation services. These services allow financial institutions, retailers and independent ATM owners to outsource day-to-day operation of ATMs. For certain customers, we take ownership of ATM devices as part of our managed services offering.

For performance obligations related to the services described above, we generally satisfy our obligations as each action to provide the service to the customer occurs. Because the customers simultaneously receive and consume the benefits from our services, these performance obligations are deemed to be satisfied over time. We use an output method, units of service provided, to recognize revenue because that is the best method to represent the transfer of our services to the customer at the agreed upon rate for each action.

Although not as significant as our service offerings, we also sell goods to customers from time to time, such as safe devices. In those transactions, we satisfy our performance obligation at a point in time. We recognize revenue when the goods are delivered to the customer as that is the point in time that best represents when control has transferred to the customer.

Our contracts with customers describe the services we can provide along with the fees for each action to provide the service. We typically send invoices to customers for all of the services we have provided within a monthly period and payments are generally due within 30 to 60 days of the invoice date.

Although our customer contracts specify the fees for each action to provide service, the majority of the services stated in our contracts do not have a defined quantity over the contract term. Accordingly, the transaction price is considered variable as there is an unknown volume of services that will be rendered over the course of the contract. We recognize revenue for these services in the period in which they are provided to the customer based on the contractual rate at which we have the right to invoice the customer for each action.

Some of our contracts with customers contain clauses that define the level of service that the customer will receive. The service level agreements (“SLA”) within those contracts contain specific calculations to determine whether the appropriate level of service has been met within a specific period, which is typically a month. We estimate SLA penalties and recognize the amounts as a reduction to revenue.

Taxes collected from customers and remitted to governmental authorities are not included in revenues in the condensed consolidated statements of operations.

Revenue Disaggregated by Reportable Segment and Type of Service


(In millions)	Cash and Valuables Management		DRS and AMS	Total
Three months ended June 30, 2024

Reportable Segments:
North America	$	301.9	110.1	412.0
Latin America	277.5		54.2	331.7
Europe	183.5		126.2	309.7
Rest of World	180.1		19.6	199.7
Total reportable segments	$	943.0	310.1	1,253.1






Three months ended June 30, 2023

Reportable Segments:
North America	$	303.0	94.4	397.4
Latin America	289.0		44.9	333.9
Europe	186.7		99.2	285.9
Rest of World	184.9		14.1	199.0
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. Revenues related to the leasing of these assets are recognized in accordance with applicable lease guidance, but are included in the above table as the amounts are a small percentage of overall revenues.

Contract Balances

Contract Assets

Although payment terms and conditions can vary, for the majority of our customer contracts, we invoice for all of the services provided to the customer within a monthly period. For certain customer contracts, the timing of our performance may precede our right to invoice the customer for the total transaction price. For example, Brink's affiliates in certain countries, primarily in Latin America, negotiate annual price adjustments with certain customers and, once the price increases are finalized, the pricing changes are made retroactive to services provided in earlier periods. These retroactive pricing adjustments are estimated and recognized as revenue with a corresponding contract asset in the same period in which the related services are performed. As the estimate of the ultimate transaction price changes, we recognize a cumulative catch-up adjustment for the change in estimate. In our Rest of World segment, certain Brink's affiliates provide services to specific customers and, per contract, a portion of the consideration is retained by the customers until the contract is completed. The retention amounts are reported as contract assets until we have the right to bill the customer for these amounts. 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

For other customer contracts, we may obtain the right to payment or receive customer payments prior to performing the related services under the contract. When the right to customer payments or receipt of payments precedes our performance, we recognize a contract liability, which is included in accrued liabilities on the condensed consolidated balance sheet.

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


(In millions)	Receivables		Contract Assets	Contract Liabilities

Opening (January 1, 2024)	$	779.0	15.4	21.4
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 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 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.

Contract Costs

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 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

For the majority of our contracts with customers, we invoice a fixed amount for each unit of service we have provided. These contracts provide us with the right to invoice for an amount or rate that corresponds to the value we have delivered to our customers. The volume of services that will be provided to customers over the term is not known at inception of these contracts. Therefore, while the rate per unit of service is known, the transaction price itself is variable. For this reason, we recognize revenue from these contracts equal to the amount for which we have the contractual right to invoice the customers. Because we are not required to estimate variable consideration related to the transaction price in order to recognize revenue, we are also not required to estimate the variable consideration to provide certain disclosures. As a result, we have elected to use the optional exemption related to the disclosure of transaction prices, amounts allocated to remaining performance obligations and the future periods in which revenue will be recognized, sometimes referred to as backlog.

We have also elected to use the practical expedient for financing components related to our contract liabilities. We do not recognize interest expense on contracts for which the period between our receipt of customer payments and our service to the customer is one year or less.

Note 3 - Segment information

We identify our operating segments based on how our chief operating decision maker (“CODM”) allocates resources, assesses performance and makes decisions. Our CODM is our President and Chief Executive Officer. Our CODM evaluates performance and allocates resources to each operating segment based on a profit or loss measure which, at the reportable segment level, excludes the following:

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

•Other items not allocated to segments - certain items that are not considered part of the ongoing activities of the business are excluded from segment results. See further explanation for each item not allocated to segments on page 15.

We manage our business in the following four segments:

•North America – operations in the U.S. and Canada, including the Brink’s Global Services ("BGS") line of business,

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

•Europe – total operations in European countries that primarily provide services outside of the BGS line of business, and

•Rest of World – operations in the Middle East, Africa and Asia. This segment also includes total operations in European countries that primarily provide BGS services and BGS activity in Latin American countries where we do not have an ownership interest.

The following table summarizes our revenues and segment profit for each of our reportable segments and reconciles these amounts to consolidated revenues and operating profit:



	Revenues			Operating Profit
	Three Months Ended June 30,			Three Months Ended June 30,
(In millions)	2024		2023	2024		2023
Reportable Segments:
North America	$	412.0	397.4	51.7		37.5
Latin America	331.7		333.9	63.2		65.9
Europe	309.7		285.9	32.2		29.3
Rest of World	199.7		199.0	39.0		41.3
Total reportable segments	1,253.1		1,216.2	186.1		174.0

Reconciling Items:
Corporate expenses:
General, administrative and other expenses	—		—	(33.2)		(47.3)
Foreign currency transaction gains	—		—	3.1		4.8
Reconciliation of segment policies to GAAP(a)	—		—	(0.4)		0.3
Other items not allocated to segments:
Reorganization and restructuring(b)	—		—	(0.1)		—
Acquisitions and dispositions(c)	—		—	(14.8)		(15.0)
Argentina highly inflationary impact(d)	—		—	(11.4)		(11.0)
Transformation initiatives(e)	—		—	(7.2)		—
Department of Justice investigation(f)	—		—	(6.0)		—
Chile antitrust matter(g)	—		—	(0.1)		(0.2)

Total	$	1,253.1	1,216.2	$	116.0	105.6


	Revenues			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	—		—	9.4		9.9
Reconciliation of segment policies to GAAP(a)	—		—	1.1		0.7
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)

Total	$	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. GAAP.

(b)Management periodically implements restructuring actions in targeted sections of our business. Due to the unique circumstances around the charges related to these actions, they have not been allocated to segment results.

(c)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 results. These items include amortization expense for acquisition-related intangible assets and integration, transaction and restructuring costs related to business acquisitions.

(d)We have designated Argentina's economy as highly inflationary for accounting purposes. Currency remeasurement gains and losses related to peso-denominated monetary assets and liabilities as well as incremental expense related to nonmonetary assets are excluded from segment results.

(e)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 Department of Justice investigation at Note 14.

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

Note 4 - Retirement benefits

Pension plans

We have various defined-benefit pension plans covering eligible current and former employees. Benefits under most plans are based on salary and years of service.

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


	U.S. Plans			Non-U.S. Plans		Total
(In millions)	2024		2023	2024	2023	2024	2023

Three months ended June 30,

Service cost	$	—	—	2.2	1.9	2.2	1.9
Interest cost on projected benefit obligation	7.7		8.1	4.4	4.5	12.1	12.6
Return on assets – expected	(11.6)		(11.8)	(2.8)	(2.7)	(14.4)	(14.5)
Amortization of losses	1.2		0.4	0.7	0.4	1.9	0.8


Settlement loss	—		—	—	0.2	—	0.2
Net periodic pension cost (credit)	$	(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 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. pension plan until 2027.

Retirement benefits other than pensions

We provide retirement healthcare benefits for eligible current and former U.S., Canadian, and Brazilian employees. Retirement benefits related to our former U.S. coal operations include medical benefits provided by the Pittston Coal Group Companies Employee Benefit Plan for United Mine Workers of America Represented Employees (the “UMWA plans”) as well as costs related to Black Lung obligations.

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


	UMWA Plans			Black Lung and Other Plans		Total
(In millions)	2024		2023	2024	2023	2024	2023

Three months ended June 30,

Service cost	$	—	—	—	0.1	—	0.1
Interest cost on accumulated postretirement benefit obligations	2.6		2.7	1.1	1.3	3.7	4.0
Return on assets – expected	(2.6)		(2.6)	—