UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the
Securities
Exchange Act of 1934
Date
of Report (Date of Earliest Event Reported): September 29, 2008
THE
BRINK’S COMPANY
(Exact
name of registrant as specified in its charter)
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Virginia
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1-9148
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54-1317776
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(State
or other jurisdiction of incorporation)
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(Commission
File Number)
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(IRS
Employer Identification No.)
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1801
Bayberry Court
P.
O. Box 18100
Richmond,
VA 23226-8100
(Address
and zip code of
principal
executive offices)
Registrant’s
telephone number, including area code: (804)
289-9600
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (see General
Instruction A.2.):
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o
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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o
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Soliciting
materials pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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o
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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o
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item 8.01.
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Other
Events.
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On
September 29, 2008, The Brink’s Company will begin a road show in preparation
for its October 31, 2008, spin-off of its wholly owned subsidiary, Brink’s Home
Security Holdings, Inc. (the
“Spin-Off”). During the road show, a presentation and slides
in connection with the Spin-Off will be presented. A copy of the
slide presentation is furnished as Exhibit 99.1 hereto, and is incorporated
herein by reference.
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Item 9.01.
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Financial Statements and
Exhibits.
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(d) Exhibits
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Exhibit
Number
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Description
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Exhibit
99.1
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Slide presentation of the The
Brink’s Company
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SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned thereunto
duly authorized.
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THE BRINK'S
COMPANY
(Registrant)
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Date:
September 29, 2008
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By:
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/s/ McAlister C. Marshall, II | |
| McAlister C. Marshall, II | |||
| Vice President and Secretary | |||
Exhibit 99.1
BRINK’S
Secure Logistics. Worldwide Management Presentation September 29,
2008
Forward-looking
Statements This presentation, including questions and answers, may contain both
historical and forward-looking information within the meaning of the Private
Securities Litigation Reform Act of 1995. Actual results could differ
materially from projected results. Additional information regarding
factors that could affect financial performance is readily available in our
press release dated July 31, 2008 and in our filings with the Securities and
Exchange Commission, including our most recent forms 10-K and
10-Q. Information included in this presentation is representative as
of the date of the presentation only and The Brink's Company assumes no
obligation to update any forward-looking statements made. 2 Secure
Logistics. Worldwide BRINK’S
Agenda
Introduction Overview of BHS Spin-Off Brink's Business Overview Financial
Highlights Summary Michael T. Dan Chairman of the Board President & Chief
Executive Officer Michael J. Cazer Vice President & Chief Financial Officer
Edward A. Cunningham Director of Investor Relations & Corporate
Communications 3 Secure
Logistics. Worldwide BRINK’S
Overview
of BHS Spin-Off February 2008 - Board approves plan for tax-free spin-off of BHS
One-for-one distribution effective October 31 (NYSE:CFL) Record date October 21
Benefits of creating two separate companies:- Both units better positioned to
focus on unique strategies and growth plans - More efficient capital structures
to fund growth - Better alignment of employee incentives with business
performance - No competition for capital 3-year access to brand for BHS in U.S.
and Canada 5-year Brink's non-compete in the monitoring business in U.S. and
Canada No debt for BHS + $50 million cash injection from Brink's to BHS
4 Secure
Logistics. Worldwide BRINK’S
Brink’s
Company Overview World's premier security company Global leader in
security-related services Founded in 1859, Brink's is the oldest and largest
secure logistics company Diversified operations with LTM revenues of $3 billion
as of June 30, 2008 Approximately 50,000 employees, 800 facilities and 9,000
vehicles worldwide 5 Secure
Logistics. Worldwide BRINK’S
The
Brink’s Company Solid core industry dynamics Premier brand Leader in business
segments Proven operational excellence Global footprint Growth strategy Strong
financial performance 6 Secure
Logistics. Worldwide BRINK’S
Solid
Core Industry Dynamics Industry Trends Cash in circulation growing Customer
outsourcing (Cash Logistics) increasing Cash as a Percent of GDP Cash Use is
Growing With GDP (%) 20 15 10 5 0 16 16 6 8 6 7 2002 2006 Euro Area USA Japan
Global Outsourced CIT Market ($Bn) 13 12 11 10 CAGR: 3% $11.0Bn $12.4BN 2006
2010E Global Outsourced Cash Logistics Market ($Bn) 4 3 2 1 0 CAGR: 10 - 15%
$1.6Bn $2.3 - $2.8Bn 2006 2010E Source: Central Banks, Internal Company
Estimates 7 Secure
Logistics. Worldwide BRINK’S
Premier
Brand Globally recognized brand A brand built on — Trust and integrity — Quality
of our people — Safety and security — Operational excellence — History and
heritage — Global network 150th Anniversary in 2009 BRINK’S 8 Secure
Logistics. Worldwide BRINK’S
Leader
in Business Segments Secure Logistics Estimated 2007 Global Secure Logistics
Market Share Others 50% Brink's 17% Securitas / Loomis 13% G4S 14% Prosegur 6%
Total: $14 billion Leading Share in Fragmented Secure Logistics Market
Source: Internal Company Estimates 9 Secure
Logistics. Worldwide BRINK’S
Leader
in Business Segments Business Lines, Products and Services BRINK’s
2007 Revenue (% of Total) Description Cash-in-Transit $1.5 Billion (55%) Armored
car transportation Point-to-point pick-up and delivery of cash, coins, checks
and other valuables ATM services Provides infrastructure for High Value Services
High Value Services $0.9 Billion (32%) Global Services - Secure long-distance
transport of valuables - International shipping by air / sea / land Cash
Logistics Services - Money processing - Virtual vaulting - Intelligent safes New
Services - Payment Services Security Services $0.3 Billion (13%) High-value
niche guarding services in select E.U. countries Protection of - Airports -
Embassies - Public venues - Stores Source: Internal Company Estimates
10 Secure
Logistics. Worldwide BRINK’S
Leader
in Business Segments Relative Growth and Margins Security Services
Cash-in-Transit High Value Services Global Services Cash Logistics New Services
Growth Rate and Margins 11 Secure
Logistics. Worldwide BRINK’S
Proven
Operational Excellence Demonstrated global expertise - Security - Risk
management - Logistics - Pricing discipline - Human resource management - IT
capabilities 12 Secure
Logistics. Worldwide BRINK’S
Global
Footprint Canada 56 Branches EMEA 269 Branches 26 Countries United States 197
Branches Asia Pacific 31 Branches 13 Countries Latin America 233 Branches 9
Countries North America Latin America Asia Pacific Europe, Middle East, Africa
786 branches in 50 countries plus 66 additional countries served by Global
Services 13 Secure
Logistics. Worldwide BRINK’S
Global
Footprint Revenue and Operating Profit Revenue Operating Profit LTM
June 30, 2008(1) LTM
June 30, 2008(1)
Europe, Middle East and Africa 43% Latin America 24% Asia Pacific 2%
North America 31% Total: $3 billion International 77% North America 23% Total:
$264 million Note: (1) Last Twelve Months 14 Secure
Logistics. Worldwide BRINK’S
Growth
Strategy Core - Increase share in current geographic markets - Penetrate new
geographies with strong growth potential - Continue to develop and grow
high-margin products and services Cash Logistics, CompuSafe® Services, Global
Services - Provide full-range cash management solutions Plus - Enter new
security-related markets where we can create value for customers with our brand
and other competitive advantages Commercial Security, Payment Processing
Acquisitions to supplement organic growth 15 Secure
Logistics. Worldwide BRINK’S
Strong
Financial Performance Revenue Growth Revenue ($MM) 3,000 2,500 2,000 1,500 1,000
500 0 CAGR: 13% 1,664 1,898 2,113 2,354 2,735 Growth: 24% 1,285 1,591 2003 2004
2005 2006 2007 1H 2007 1H 2008 * Note: See Appendix for non-GAAP reconciliation
16 Secure
Logistics. Worldwide BRINK’S
Strong
Financial Performance Profit Growth Pro-Forma Operating Profit ($MM) 180 160 140
120 100 80 60 40 20 0 CAGR: 59% 25 63 38 111 161 Growth: 61% 65 105 2003 2004
2005 2006 2007 1H 2007 1H 2008 Brink’s as Reported 113 145 120 184 223 94 135
Adjustments (1)
9 6 2 1 1 1 1 Corporate/Former Ops (97) (88) (84) (75) (64) (29) (30) Pro
Forma Op Profit 25 63 38 111 161 65 105 Note: (1) Includes effect of divestiture
of UK cash handling operations and royalties from 3rd party previously reported
in BHS * Note: See Appendix for non-GAAP reconciliation 17 Secure
Logistics. Worldwide BRINK’S
Strong
Financial Performance Enhancing Margins Continue developing IT capabilities -
CompuSafe, Virtual Vaulting, I-Deposit, etc. Investing in sales and marketing -
Selling solutions Grow high-margin business - Global Services, Cash Logistics
Grow in high-margin geographies - Latin America, Asia-Pacific, Africa Improve or
exit underperforming assets - Several countries in Europe and Latin America
improving - U.K. ground operations sold in 2007 18 Secure
Logistics. Worldwide BRINK’S
Strong
Financial Performance Balance Sheet $67 million net cash at June 30, 2008 Cash
$246 Debt (179) Net cash/(debt)(1)
$ 67 Strong cash flow from operations Over $350 million of available borrowing
capacity Investment grade credit rating Note: (1) Non-GAAP reconciliation
19 Secure
Logistics. Worldwide BRINK’S
Strong
Financial Performance Long-Term Objectives Revenue High single-digit % growth
per year Operating Margins Improve by 50 bps per year 20 Secure
Logistics. Worldwide BRINK’S
Strong
Financial Performance Execution Creates Value Cumulative Stock Total Return
(1)
($)
350 300 250 200 150 100 50 Brink's: $325.45 S&P Midcap 400: $173.62 S&P
500: $126.19 2001 2002 2003 2004 2005 2006 2007 2008 Year-End December 31, 2001
Through August 31, 2008 Note: (1) $100 invested on December 31, 2001 in stock or
index. Includes reinvestment of dividends 21 Secure
Logistics. Worldwide BRINK’S
Summary
Solid core industry dynamics Premier brand Leader in business segments Proven
operational excellence Global footprint Growth strategy Strong financial
performance 22 Secure
Logistics. Worldwide BRINK’S
Appendix
23 Secure
Logistics. Worldwide BRINK’S
Non-GAAP
Reconciliation Non-GAAP Reconciliation Revenue 2003 2004 2005 2006 2007 1H 2007
1H 2008 Brink's as reported 1,689.0 1,931.9 2,113.3 2,354.3 2,734.6 1,285.1
1,590.6 Divestiture of UK cash handling operations (25.3) (33.9) - - - - -
Pro-Forma 1,663.7 1,898.0 2,113.3 2,354.3 2,734.6 1,285.1 1,590.6 Non-GAAP
Reconciliation Operating Profit 2003 2004 2005 2006 2007 1H 2007 1H 2008 Brink's
as reported 112.5 144.7 119.5 184.1 223.3 93.9 134.6 Divestiture of UK cash
handling operations 7.6 4.3 - - - - - Royalty (1)
1.7 1.6 2.0 1.4 1.4 0.6 0.6 Brink's adjusted 121.8 150.6 121.5 185.5 224.7 94.5
135.2 Corporate / Former Ops (96.8) (88.1) (83.9) (74.9) (63.5) (29.4) (30.2)
Pro-Forma 25.0 62.5 37.6 110.6 161.2 65.1 105.0 Note: (1) Royalties from 3rd
party previously reported in BHS. After spin-off, the applicable royalty
contract will be retained by Brink’s 24 Secure
Logistics. Worldwide BRINK’S