SEC Comment Letter for BRINKS CO (BCO) (CIK 0000078890) (BCO) — Aug 2, 2011
BRINKS CO (BCO) (CIK 0000078890)
Date: Aug. 2, 2011 · CIK: 0000078890 · Accession: 0000000000-11-046793
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 001-09148
Letter
August 2, 2011 Via E-mail Joseph W. Dziedzic Vice President and Chief Financial Officer The Brink’s Company 1801 Bayberry Court Richmond, Virginia 23226 Re: The Brink’s Company Form 10-K for the Fiscal Year Ended December 31, 2010 Filed February 28, 2011 File No. 001-09148
Dear Mr. Dziedzic: We have reviewed your filing and have the following comments. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure. Please respond to this letter within ten business days by amending your filing, by providing the requested information, or by advi sing us when you will provide the requested response. If you do not believe our comments apply to your fact s and circumstances or do not believe an amendment is appropriate, pl ease tell us why in your response. After reviewing any amendment to your filing and the information you provide in response to these comments, we ma y have additional comments. Form 10-K for the fiscal year ended December 31, 2010
Note 2- Segment Information, page 85
1. You indicate that you have four geographic op erating segments and that your reportable segments are International and North Ameri ca. However, on page 23, you indicate that because Cash Logistics involves a higher leve l of service and more complex activities, customers are charged higher prices, whic h result in higher margins, and that management is focused on continuing to grow the cash logistics revenue stream. On page 25, you also discuss the unprof itable Belgium CIT business. In addition, your Investor Overview presentation in May 2011 indicates that you would like to maximize CIT profits and invest in high value services. Furthermore, your MD&A discusses the impact that such services have had on your results, in cluding margins. As such, please tell us
Joseph W. Dziedzic The Brink’s Company August 2, 2011 Page 2
how you concluded that the primary servic es described on page 85 are not operating segments under ASC Topic 280-10-50-1. In pa rticular, we refer you to ASC Topic 280- 10-50-9, which indicates that, if there are two or more overlapping sets of components for which managers are held responsible and the chief operating decision maker regularly reviews the operating results of both sets of components, the components based on products and services would constitute th e operating segments. Please advise, and provide us with the reports that your CODM reviews on a regular basis to allocate resources and assess opera ting performance.
Note 14- Operating Leases, page 110
2. You indicate that most vehicles that were added to the fleet prior to March 1, 2009, were obtained pursuant to operating leases that had residual value guarantees. You also indicate that vehicles adde d to the fleet after March 1, 2009, were either purchased or were financed under capital lease. In this regard, please clarify whether this was a change in accounting policy or whether this was a change in the manner in which you acquire such vehicles. In addition, tell us a nd discuss the reasons for this change in the overview section of your MD&A. The impact of such change, if material, should be included in your discussion of results of operations.
We urge all persons who are responsible for th e accuracy and adequacy of the disclosure in the filing to be certain that the filing include s the information the Securities Exchange Act of 1934 and all applicable Exchange Act rules requir e. Since the company and its management are in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy and adequacy of the disclosures they have made. In responding to our comments, please provi de a written statement from the company acknowledging that: the company is responsible for the adequacy an d accuracy of the disclo sure in the filing; staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing; and the company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federa l securities laws of the United States. You may contact Juan Migone at (202) 551-3312 if you ha ve questions regarding comments on the financial statements and relate d matters. Please contact me at (202) 551-3211 with any other questions.
Sincerely,
/s/ David R. Humphrey
David R. Humphrey Accounting Branch Chief
Show Raw Text
August 2, 2011
Via E-mail
Joseph W. Dziedzic Vice President and Chief Financial Officer The Brink’s Company 1801 Bayberry Court Richmond, Virginia 23226
Re: The Brink’s Company
Form 10-K for the Fiscal Year Ended December 31, 2010
Filed February 28, 2011
File No. 001-09148
Dear Mr. Dziedzic:
We have reviewed your filing and have the following comments. In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.
Please respond to this letter within ten business days by amending your filing, by
providing the requested information, or by advi sing us when you will provide the requested
response. If you do not believe our comments apply to your fact s and circumstances or do not
believe an amendment is appropriate, pl ease tell us why in your response.
After reviewing any amendment to your filing and the information you provide in
response to these comments, we ma y have additional comments.
Form 10-K for the fiscal year ended December 31, 2010
Note 2- Segment Information, page 85
1. You indicate that you have four geographic op erating segments and that your reportable
segments are International and North Ameri ca. However, on page 23, you indicate that
because Cash Logistics involves a higher leve l of service and more complex activities,
customers are charged higher prices, whic h result in higher margins, and that
management is focused on continuing to grow the cash logistics revenue stream. On page
25, you also discuss the unprof itable Belgium CIT business. In addition, your Investor
Overview presentation in May 2011 indicates that you would like to maximize CIT
profits and invest in high value services. Furthermore, your MD&A discusses the impact
that such services have had on your results, in cluding margins. As such, please tell us
Joseph W. Dziedzic
The Brink’s Company August 2, 2011 Page 2
how you concluded that the primary servic es described on page 85 are not operating
segments under ASC Topic 280-10-50-1. In pa rticular, we refer you to ASC Topic 280-
10-50-9, which indicates that, if there are two or more overlapping sets of components for
which managers are held responsible and the chief operating decision maker regularly
reviews the operating results of both sets of components, the components based on
products and services would constitute th e operating segments. Please advise, and
provide us with the reports that your CODM reviews on a regular basis to allocate
resources and assess opera ting performance.
Note 14- Operating Leases, page 110
2. You indicate that most vehicles that were added to the fleet prior to March 1, 2009, were
obtained pursuant to operating leases that had residual value guarantees. You also
indicate that vehicles adde d to the fleet after March 1, 2009, were either purchased or
were financed under capital lease. In this regard, please clarify whether this was a
change in accounting policy or whether this was a change in the manner in which you
acquire such vehicles. In addition, tell us a nd discuss the reasons for this change in the
overview section of your MD&A. The impact of such change, if material, should be
included in your discussion of results of operations.
We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filing to be certain that the filing include s the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules requir e. Since the company and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.
In responding to our comments, please provi de a written statement from the company
acknowledging that:
the company is responsible for the adequacy an d accuracy of the disclo sure in the filing;
staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and
the company may not assert staff comments as a defense in any proceeding initiated by
the Commission or any person under the federa l securities laws of the United States.
You may contact Juan Migone at (202) 551-3312 if you ha ve questions regarding
comments on the financial statements and relate d matters. Please contact me at (202) 551-3211
with any other questions.
Sincerely,
/s/ David R. Humphrey
David R. Humphrey Accounting Branch Chief