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Brinks Co. (NYSE:BCO)

Q3 2007 Earnings Conference Call

October 31, 2007, 11:00 am ET

Executives

Ed Cunningham - Director of Investor Relations and CorporateCommunications

Michael Dan - Chairman, President and CEO

Bob Ritter - CFO

Analysts

Jeffrey Kessler - Lehman Brothers

Brian Butler - Friedman, Billings, Ramsey and Company

Clint Fendley - Davenport and Company of Virginia, Inc.

Steven Fisher - UBS Securities

James Clement - Sidoti and Company

Jerome Lande - Millbrook Capital

Karin Budyeah - Fox Hill Capital

Wayne Archambo - BlackRock

Tassos Recashinas - Pira Capital

John Radon - Crowell Weedon

Jason Fortson - Cohes Capital

Operator

Greetings, ladies and gentlemen. And welcome to the Brink'sCompany Third Quarter Results 2007 Conference Call. At this time, allparticipants are in a listen-only mode. A brief question-and-answer sessionwill follow the formal presentation. (Operator Instructions)

As a reminder, this conference is being recorded. It is nowmy pleasure to introduce your host, Mr. Ed Cunningham, Director of InvestorRelations and Corporate Communications. Thank you, Mr. Cunningham you maybegin.

Ed Cunningham

Thanks, Diego. This is Ed Cunningham. Good morning andthanks for joining today's call, which will proceed as follows, CEO, MichaelDan will review quarterly results and discuss corporate strategy and BobRitter, our CFO will make some follow-up comments before we open it up forquestions.

Press release on third quarter earnings was issued thismorning and is available on our website at brinkscompany.com. If you wish tohave the release fax to you, please call 877-275-7488.

And now our Safe-Harbor statement, this call including thequestion-and-answer session may contain forward-looking statements within themeaning of the Private Securities Litigation Reform Act of 1995.

Actual results could differ materially from projectedresults. Additional information regarding factors that could cause suchdifferences is available in today's press release and in our SEC filings, whichinclude our most recent Form 10-Q and 10-K documents.

Information discussed on this call is representative as oftoday only. The Brink’s Company assumes no obligation to update anyforward-looking statements made during the call. This call is a copyrightedwork of the Brink's Company and may not be used by a third party withoutwritten permission from the company.

I'll now turn the call over to Michael Dan.

Michael Dan

Thank you, Ed. Good morning, everyone, and thank you forjoining today's call. The Brink's Company reported earnings from continuingoperations of $0.64 per share up from $0.54 in last year's third quarter.

Both of our security businesses contributed to the improvement.While we continue to face challenges in both businesses we remain on track toachieve most of our goals for 2007.

We're confident the strategy we have in place calls forcontinued investment in the growth of our two core security businesses as wepursue opportunities to leverage the Brink’s brand into security relatedmarkets will generate additional growth in revenue, profits, cash flow andvalue creation in 2008 and beyond.

Total revenue in the quarter rose 15% to $817 million. Netincome from continuing operations was $30 million or $0.64 per share, up from$25.7 million or $0.54 in last year's third quarter.

Figures for both periods exclude results from our UK-basedground operations, which were divested in August and are now reported asdiscontinued operations. This quarter's $0.64 in per share earnings includes anaftertax gain of $0.01 from Katrina related insurance proceeds.

This gain was more than offset by an after-tax loss of $0.03related to a legal settlement in our Home Security business and another $0.04related to an asset write-down one of our European operations.

In addition, you may have already noted that the tax ratefor the quarter of approximately 45% is well above the rate recorded during thefirst half of this year in the full year expected rate of 39% to 41%. BobRitter will comment further on this in a few moments.

Last year's third quarter earnings of $0.54 per shareincluded an after-tax charge of $0.03 related to restructuring in Australia.From an operating perspective the improved earnings this year were driven byhigher profits in each of our two industry leading security businesses andlower costs related to former operations.

Let me shift now to the year. Our full year outlook for bothunits remains intact. At Brink's Incorporated, the cash handling unit that werefer to as Brink's we should exceed our 2007 goal to achieve annual percentagerevenue growth in the high single-digit range and margins should stay above 7%for the year.

We're already at 7.4% year-to-date. As we look ahead to2008, our preliminary expectation at Brink’s is for continued revenue growth inthe high single digit percentage range with operating margins exceeding 7.5%.

At Brink's Home Security we're on track to achieve ourfull-year target for revenue and profit growth above 10%. However, given theongoing weakness in the housing sector, annual subscriber growth will probablyfall short of our triple-double and be about 9%.

Overall, this business is performing well in a difficultenvironment by maintaining strict control over resources and costs whileinvesting in our commercial business. The outlook for Brink's Home Security in2008 depends in part on your outlook for the housing market.

Assuming little or no recovery in the housing market during2008, we think we can still deliver solid growth in our subscriber basealthough we'll likely again be slightly less than 10%. Revenue and profitgrowth in 2008 should continue to be at or near the 10% range.

I'll now comment in more detail on each of our two securitybusinesses. I'll start with Brink's where third quarter profits increased about4% to $53 million. Revenues at Brink's rose about 16% to about $693 million.When you consider the impact of a weaker dollar, the total revenue at Brink'srose about 10%. The overall operating margin for the quarter was 7.7%, downfrom 8.5% in the year-ago quarter, mainly due to weakness in Europe.

Regarding North America, revenue rose 7.8% to $224 million,while operating profits rose 4% to $17.8, which include a $1 million gain fromthe insurance proceeds related to Hurricane Katrina.

The operating margin for the quarter declined slightly from8.2% last year to 7.9% this year, primarily due to higher sales and marketingcosts aimed at accelerating the growth of our cash logistics business, whichprovides higher margin services such as vaulting, accounting, reconciliationand other back office functions to banks and retail customers.

Results from Global Services were also slightly down.Growing our cash logistics business in the US is an important part of ourgrowth strategy. Globally year-to-date revenue from cash logistics is about$314 million, up 15% over the same period in 2006.

Year-to-date in our North American cash logistics businessgrew at a very similar rate. Accelerating this growth in the double-digitmargins that come with it is a top priority. Providing what we call virtualvaulting and related cash processing services to local and regional banks andtheir customers is an exciting growth opportunity.

We are beginning to make inroads with some large regionalbanks in the United States. Most encouraging, some large national banks, mostof which have their own very expensive vaulting infrastructures, areconsidering out-sourcing more of these services to Brink’s.

In our international operations revenue rose 20% to $469million, reflecting increases in all regions. On a constant currency basisrevenue was up about 12%. Operating profit was $35.2 million, up about 4% overthe previous year.

Once again, solid growth in Latin America was offset byrelatively weak results and a small write-down in Europe. The disappointingperformance in Europe drove the profit margin for international operations downto 7.5%, compared to last year's 8.7.

The third quarter revenue for the European region rose about18% to $306 million. Adjusting for currency again revenue rose about 9%.Operating profit declined versus the year ago period but showed solidimprovement on a sequential basis over the second quarter of this year.

As most of you know, the operating environment in Europecontinues to be our greatest challenge. In August, we completed the sale of ourUK-based cash handling operations we continued to operate in the UK through ourglobal services unit very successfully.

Improving results in Europe continues to be our number onepriority and we will continue to be aggressive in our efforts to increaseefficiency in countries where performance remains unsatisfactory.

The biggest driver of the improved results at Brink’s wasLatin America where revenue increased 28% to $147 million. Operating profitimproved in Venezuela and we continue to be very encouraged by the profitgrowth in Brazil, Columbia and other countries there.

Third quarter revenue in Asia Pacific rose slightly to $15.3million, operating profit was also up modestly over last year's results, whichincluded a $1.2 million restructuring charge.

Overall, it was a solid quarter for Brink’s, but there'sstillroom for improvement. In North America it will be a challenge to improveupon 2006 results this year. But as we move into 2008, we should begin to seethe benefits of our more focused and ramped up selling and marketing efforts,especially in cash logistics, where quarterly and year-to-date revenue growthof more than 10% over 2006 levels is already occurring.

We expect a solid performance in Latin America to continue,but a more moderate growth rates. And as we always remind you there's more riskand volatility to be considered there. In Europe, results are not improvingfast enough for us. We are continuing to be proactive and taking additionalsteps to boost profits and returns.

In summary, there are many opportunities and challenges atBrink’s, but despite these challenges we remain confident we will achieve our2007 goal of annual percentage revenue growth in the high single digits with amargin exceeding 7% and we are -- expect similar revenue growth in 2008 and Ihope to see margins improve to over 7.5%.

Turning now to Brink’s Home Security, third quarter revenueincreased about 11% to $124 million. Operating profit rose almost 9% to $25.5million, with an operating margin of about 21%.

The revenue and profit growth was driven by several factors,including the 9% growth in our customer base, an increase of about 3% inaverage monitoring rates, aggressive cost control efforts, and lower up-frontcosts due to a decline in installations.

Third quarter profits were also constrained by a $2.5million charge related to legal settlement expenses. The annualized disconnectrates for the quarter was 6.9% versus the 7.1% last year. We expect full-yeardisconnect to be in the range between 6.5% and 7%.

Monthly recurring revenue rose a healthy 14% to $36.3million, so future cash flow continues to grow. Brink's Home Security ended thequarter with a little over 1.2 million active customers, up 9.3% over theyear-ago quarter.

Year-over-year installation growth was a disappointing 1.6%due to the ongoing weakness in the housing market. Nevertheless, annualsubscriber growth is likely to be around 9%. And we're well on track to obtainour goal of double-digit annual growth in sales and profits.

Sustaining long-term subscriber growth at or neardouble-digit levels ultimately depends on our ability to reverse thedisappointing trend in installation growth. Any recovery in the housing marketswould provide a tail wind for our internal marketing efforts.

However, even if the current weakness in the housing marketpersists through 2008, we can still deliver growth in a subscriber basealthough, again, it will be slightly less than 10%.

Our steady growth in the small commercial accounts continueson course, accounting for about 8% of this past quarter's installations. Wecontinue to see expansion into commercial accounts as an attractive growthopportunity. As such, we will continue to support internal growth efforts as weseek potential acquisitions.

In summary, it was another solid quarter from an operatingperformance for the Brink's Company. Brink’s will continue to pursue marketopportunities and it’s issue over current operation while expanding furtherinto cash logistics where the potential for revenue and margin growth isgreater.

Hopefully continued momentum in cash logistics with NorthAmerica results a needed boost. Of course there are always concerns as we lookahead. Efforts to turn around results in Europe are showing mixed results, andwe have lots of room for improvement. And there is no guarantee that economicactivity in Latin America will continue at its current pace.

At Brink's Home Security our optimism is tempered by therealities of the housing market and its impact on installations but we have apowerful brand, highly effective marketing and excellent customer service andwe'll use these strengths to enhance our industry leading performance residencesecurity, as we build our technical and sales capabilities on the commercialside.

Now before I turn this over to Bob Ritter, I'd like to takea few comments about our company's strategy. During and since our lastconference call on August 2nd, some of you have asked us to give you moreinsight into the process that we have followed in some of the factors whichunderlie the company's determination this summer to continue to pursue ourpreviously stated strategy of growing our existing strong security businesses,focusing on accelerating the growth of high-potential opportunities withinthose businesses, exploiting the cash flow, brand-building and other benefitsof operating the two premier businesses under the same flagship brand name andexploring the expansion of the Brink's brand into suitable security relatedbusinesses.

My comments today relate to the process and thinking thatled up to our announcement in early August. Having said that, let me remind youof our ongoing commitment to conduct a dynamic review of strategy on acontinuous basis, both with and without external assistance management and theboard conduct routine, and frankly non-routine reviews of where we've been andwhere we're going.

We remain vigilant to changes in opportunities in markets.And as we told you before, if the board decides that the changing strategicdirection is the right thing to do, we would announce that as soon as it is --as soon as it is appropriate.

Let me give you some insight in the process that we followedthat resulted in the July reaffirmation of our strategy. First, I'll tell you alittle bit about our world-class advisors. We first explored values with MorganStanley when the sale process for BAX Global was initiated in late 2004. Sinceinclusion of that successful process, we have retained them continuously.

The people at Morgan Stanley have provided valuable insightand advice to the board on numerous occasions. To this mix, we added Greenhilland Company this last year to provide their solid experienced perspectives oncapital markets and corporate strategy totally independent of Morgan Stanley toensure a broad second view of the best approaches to enhancing long-termshareholder value.

Our advisors made an initial presentation to the board onthe company in the alternative strategic directions less than a month after thecompletion of our $0.5 billion Dutch auction share purchase in August 2006. Ouradvisors have met frequently with the board since then, and I mean frequently.

Among other things, we have covered valuation issues, prosand comps of strategic alternatives insights into the markets, valuations ofalternatives whether suggested by investors, management, in the board or otherparties.

We have provided the board with in-depth information aboutour business, competitors, performance and prospects, balance sheets and taxissues amongst many other things. The board reviewed the information providedto it, considered correspondence from investors and questioned the managementand advisors.

After following this rigorous process we found ourselves inJuly with a general consensus, although not without one public dissenter, thatcontinuing to follow our previously stated strategy was the best path at thattime to increase shareholder value or, to put it in other words, that the risksto values inherent in spin-off outweighed any argued benefit.

Now I would like to spend time reviewing a few of thefactors we considered in our review. First and foremost, we firmly believe thatshareholder value is created by sustainable operating performance and growthprospects.

In evaluating a spin-off we considered there could be a riskthat it would lead to separated units with reduced resources and prospects todrive growth in earnings and cash flow.

There are those who argue that separating the businesseswill allow management to better focus on their business and receivecompensation incentives, which are more tightly tied to their unit'sperformance.

In our case, Brink's and Brink's Home Security have been runon a decentralized basis for over a decade. Management is highly focused ontheir operations and with the exceptions of stock options all the compensationdepends on the performance of their units and their units alone.

But one of the better indicators of management capability iswhat others think and say about it. When people, including competitors, talkabout Brink’s and Brink's Home Security one of the first things mentioned, isthe already high quality of management each of these businesses has.

As we have said on numerous occasions, we believe that theBrink's brand has a huge implication for performance. Brink's is known theworld over to financial institutions, bankers and retailers, while Brink's HomeSecurity has built a strong position with consumers here in the US and Canadaover the past 25 years.

But the keyword in Brink's Home Security is the nameBrink's, not home and not security. Rarely, if ever, do companies split a brandwith the iconic status of Brink's. The reasons and concerns over the control,treatment and use of the brand in the future, concern over reputation and risk,concern over future expansion projects as an example, we are already alarmmonitoring on a local basis in several European companies using the Brink'sname.

In addition, there would be royalty issues over the use ofthe brand if the company and the brand were split. This would create asubstantial financial burden on Brink's Home Security. For these reasons weview the Brink's brand as do other companies with strong brands and have toconsider whether value creation would be impacted by a split of the brand.

Further, we believe that Brink's Home Security's performancecould be affected without the Brink's name. Sales opportunities maybe reducedwhile being more costly in the cost of installation, services and monitoringmay not get the same boost from volume and the fixed cost-sharing that weexperience today.

Next, we questioned the complete comparability of thecomparables used by some in the investment community who are proponents of aspin-off. Although we agree that there are some similarities, the three majorEuropean companies to which we are usually compared Group Force Secure Corp.,Pro secure and Secure-Toss are predominantly guarding companies withapproximately 70%, 60% and 80% respectively of their revenues coming fromguarding.

Many of you know the guarding business typically have lowermargins than well-run cash logistics businesses but on the other hand, theyhave much lower capital needs. Accordingly, much more of their earnings areconverted into current free cash flow than in our case where we continue toinvest in the good growth, high return alarm business and expansion of Brink'sinto new products and services and geographies.

We suspect that at least a portion of the valuation premiumsthat the so-called comparables enjoy stems from their current free cash flowgeneration, about 50% or more for some. In contrast, we're building value overthe long run.

We also saw concerns about capital costs and valuations ifthe companies were to be split. Post spin, each company would be smaller, lessdiversified and subject to greater volatility of performance. The ratingagencies may likely view these as negative factors in the comparison to how weare currently positioned.

One is already publicly commented on it. It is likely thatBrink's could retain an investment grade rating despite retaining legacypension and retirement medical benefit obligations.

Credit rating would be important to both capitalavailability and to fund growth and to the purchasing decisions of many of thesophisticated customers who prefer working with vendors with investment gradecredit ratings.

On the other hand, based on its relatively small size andcash usage the alarm monitoring business with require a sizable investigationof capital from BCO or would likely face a decline in credit rating to belowinvestment grade.

This could hurt future performance prospects in two ways,first and the most obvious in the nervous credit markets as we are currentlyexperiencing large amounts of capital would be unavailable to fundopportunities.

Second, as it pushes into commercial business, its creditrating as a vendor may become a more decisive factor in a buy decision.

Finally, credit ratings at Brink's Home Security inparticular, trading liquidity and performance volatility at Brink’s couldnegatively impact equity market valuations in a spin-off.

To summarize today, I've tried to give you a betterunderstanding of the process and some of the considerations, which support ourcomments about strategy on our last phone call.

Having said that, we do see substantial value in the Brink'scompany. We're excited about our growth prospects, and we're committed toongoing, rigorous process of considering and setting strategy and executingupon the selected strategy to increase shareholder value.

As I said before, and as demonstrated by our actions overthe past 10 years, management and the board are committed to the continuousconsideration of our alternatives and the company's strategic direction maychange in the future.

The change of carriers you can be certain it will come aboutto the use of a rigorous process followed by well-informed people withobjective, open minds.

Now, over to Bob Ritter for some additional comments.

Bob Ritter

Thank you, Michael. Good morning. And welcome to everyonelistening in on this call. As Michael noted, the third quarter was a solid onefrom an operating perspective. And we remain on-track to achieve almost all ofour previously stated financial goals for the year.

But before I get started on the businesses, I would like toremind you that the revenues, expenses and operating performance for our UKground operations have been reclassified to discontinued operations, bothprospectively and for all historical information presented.

To help you with your models, we have provided historicalquarter-by-quarter, full-year 2006 and first half 2007 data, as it would havebeen presented with the performance of UK ground operations reported withindiscontinued operations at pages 13 to 18 of today's release.

Looking at the third quarter for Brink's, we reported thirdquarter margins of 7.7%, a good performance, although not as high as the 8.5%earned in the very strong quarter last year.

With the solid performance of the quarter and thereclassification of the UK margins for Brink's year-to-date stand at 7.4%.Through the fourth quarter we should be able to move forward from this basetowards a target for 2008 in excess of 7.5%.

As for Brink's Home Security, growth as measured by newinstallations continued to be lower than we would like to see. But we're stillgenerating solid growth in revenues and operating profits. Year-to-date, we areup 9.9% for revenues and 18.5% for operating profits.

Once again, we're pleased with the disciplined use ofresources, which has helped Brink's Home Security hold down costs and continueto perform so well. The one thing, which marred the quarter, was the need torecord $2.5 millions in legal settlement costs and expenses. We believe theunderlying issues have been addressed so we don't expect there to be an ongoingproblem here.

Now a brief comment on corporate expenses, we reported totalcorporate expenses of $14.3 million in the third quarter, up from the $13.9million expense in the year-ago quarter.

As we told you in the second quarter teleconference, ouroption related expenses are heavily waited towards the third quarter each year.We expect total costs for the fourth quarter to decline somewhat as they didlast year.

Now for taxes, you probably noted that our effective taxrate for the third quarter was about 45%. As we recorded adjustments to taxassets and liabilities resulting from revisions to tax laws, results of ongoingaudits and adjustments to uncertain tax positions.

We also had a bump from the positioning of earnings by taxjurisdiction. Even with these factors affecting the quarter, we still expectthe full-year effective tax rate to be between 39% and 41%.

Now let me turn to CapEx, depreciation and amortization andsome other information that will help you with cash flow projections. In thequarter just ended Brink’s invested about $34 million in branches, trucks andIT systems, this is on top of the $57 million spent in the first half.

We expect spending to pick up somewhat in the fourthquarter, so we're tweaking our estimate for the full-year spend up to the rangeof $135 million to $145 million. Brink's Home Security spending for the thirdquarter of $47 million and the first nine months of $135 million continues ontrack for our full-year projection of $175 million to $185 million.

I'd like to pint out again that the ratio of installation spendingto total CapEx at Brink's Home Security is running just below the 95% plus orminus ratio we expect. As always the bulk of CapEx spending at Brink's HomeSecurity goes to secure future recurring revenue.

As for depreciation and amortization, Brink's with $29million in the quarter and $79 million for the first nine months is on trackfor the projected $105 million plus we expect for the full year 2007. Likewise,Brink's Home Security with $20 million in depreciation and amortization for thequarter is tracking towards the $75 million plus we previously forecast.

I would like to remind you once again that there is othercash flow information related to Brink's Home Security that we provide you on aquarterly basis. You can find it in the table on page 10 in today's release.

Continued solid operating performance for the quarterresulted in another improvement in liquidity. We ended the quarter with a netcash position of $40 million versus the $33 million net debt position we had atyear-end 2006.

Since the credit markets haven't shaken off their recentproblems, we believe our balance sheet is an advantage for us since we have thecapacity to pursue our growth strategy and take other actions to continue tobuild value for our shareholders.

That's all I have for now. Diego, we are ready forquestions.

Question-and Answer

Operator

(Operator Instructions) Our first question comes fromJeffrey Kessler with Lehman Brothers. Please state your question.

Jeffrey Kessler -Lehman Brothers

Thank you. And thank you very much and I first want to sayBob, it has been all, I do not know how many years, but it has been a long timeand great working with you. You've been a straight shooter and I think you'vebeen a great CFO.

With that said, I have some questions about, number one,your attrition rate in the third quarter and normal seasonally it does go up inthe third quarter. We would have expected that, but you did have a speak froman audit in the second quarter. Wondering if that the just 20 basis point declinein attrition is indicative of anything going on or should we have been seeingsomething a little bit more than that, given that there's less people moving?

Bob Ritter

Jeff, it is Bob. First of all, thank you for the very kindwords. It is probably been a little over nine years since you and I met for thefirst time. But to deal with the question you have about the attrition, wethink we were pretty much within the range of what we would expect to see inthe third quarter.

There were still some moves, but one of the things you'llalso notice is that we've had -- there is a little bit more financial stressout in the community these days, so we're actually seeing a slight pickup inthe number of disconnects that we've had because of the financial stress that'sout there.

And we believe it is well within the range of what we wouldanticipate and so we actually considered the third quarter to be a prettydecent one from the disconnect standpoint.

Jeffrey Kessler -Lehman Brothers

And these disconnects are generally -- are a range of items,of people not paying for a certain amount of time ranging to people completelywalking away from homes?

Bob Ritter

Very few I think of the latter. It has primarily been peoplewho are -- who will stop paying for a period of time. As you know, one of thethings we also mentioned about the second quarter is that we have become moreaggressive in the way that we are, following our policies for disconnections ifpeople are not living up to the terms of their contract.

And so, we're continuing that very tight control over what'sgoing on out there and that's leading to a slightly higher disconnect rate.

Jeffrey Kessler -Lehman Brothers

Okay. Second question, Venezuela is changing over itscurrency, what are the opportunities? I know that you've called for amoderation in growth over there in the last -- in the next year. The questionis, does that moderation growth include the business prospects for what mightbe one or two quarter bump up in Venezuelan business?

Michael Dan

Jeff, we have been appointed by the government to lead theprocess of the distribution of the new currency and some of that expense couldbe front loaded in the fourth quarter and some of that benefit could come inthe first quarter and obviously, we're trying to -- we're going to benefit fromit.

How much that benefit is going to be is just unclear to usat the current time. But if there is a uptick in Venezuela, could be more thanoffset by some of the other he economic stresses that are you starting to feelfrom that country's policies.

Jeffrey Kessler -Lehman Brothers

Okay. And with regard to Brink's over in Europe, I realizeyou wrote a white paper years ago about Germany. You and maybe a couple of yourcompetitors out there kind of fought for value added service being paid for tomixed success.

The question is what is it going to take for company, forcountries, specifically places like the UK and perhaps places like theNetherlands to pay for value or is Europe going to be a mixed bag for the next25 years?

Michael Dan

Well, Jeff, I don't have a crystal ball that goes out thatfar, but we already made our decision on the UK. We've got the stresses netmarket and a very, very strong market player just made it untenable for us onthe domestic business and we're going on the domestic business.

I will tell you that the reaction of the banking communityover there turned out to be a little shocking that we took those steps, andthey were more interested in when our non-compete expires more than anythingelse, which is interesting.

Our mistake there was we tried to be a national player,which was an inappropriate strategic move. I can assure you that that mistakewon’t be made again and we'll grow off the base of our successful globalservices that are currently continuing to operate there.

As far as Germany goes it is the largest market in Europe,as you said it has been a long story in Europe. The market is beginning torecognize those differences. We are beginning, finally, to get some reasonablerelief on rates.

I see improvement coming in Germany, although slowly andwhen you are as deep in the hole as we are on the domestic side in Germany, I'mnot looking to have the problem solved next year, unless there's a more majordirection that takes place in that market, which I'm not counting on. It isstill going to be a difficult hoe.

The rest of the European entities have their challenges, butthey are being addressed and we're seeing improvement year-over-year. But it isstill going to be the major focus as we go -- continue this year and go into2008.

Jeffrey Kessler -Lehman Brothers

Can you speak a little bit to Greece and to perhaps EasternEurope?

Michael Dan

Eastern Europe has been difficult for us. Greece is doingfine for us. Let me remind you that Greece is more of a guarding company than acash and transit company. Let's not forget that.

And we continue to grow there and I am satisfied that it hasbeen a good country to be in with a strong management team and our prospectsare good there.

Jeffrey Kessler -Lehman Brothers

Okay. One final question and that is on brink Brink's HomeSecurity you are moving into the commercial area. Some companies, and I'munfortunately not allowed to mention the name are moving into mid-to heavyinstitutional commercial areas, which they think are more profitable and areless prone to having turnover in those accounts.

So are you taking the care and the steps if you move intothis light security, light commercial area to maintain vigilance on attrition,because that seems to be the biggest problem in dealing -- historically, indealing with those types of accounts?

Michael Dan

Yeah. And as you know, Jeff, we have a lot of experiencewith those small, light accounts that you said, throughout our history and Iwill tell you that as we move into the mid-market I would call it commercialside we're seeing those attrition rates to be surprisingly similar to ourresidential rates to date.

And once again it is a new line of business for us. Butagain, we get more cash up front and we tend to get higher monitoring rates,monthly recurring revenue and so we're really pouring the resources into thatbusiness.

And you know, I think we're doubled, by the end of this yearwe will have doubled our sales resources on the commercial side by year-end togive us a good start for 2008 because it is a very attractive, economicbusiness for us to be in and a great growth opportunity for Brink's HomeSecurity.

Jeffrey Kessler -Lehman Brothers

Okay. And finally is there any EVA difference in this marketrelative to what you've seen in the residential market?

Michael Dan

Not at all. In fact, to date the EVA is a little bit behindresidential but once again we're kind of front loaded on some of the expenseside and I would tell you that I think that it is going to be a better EVAequation than the residential side as we stabilize. But we won't see thatprobably in 2009, 2010 as we built more depth and breadth there.

Jeffrey Kessler -Lehman Brothers

Okay. Thank you very much.

Michael Dan

Thank you.

Operator

Our next question comes from Brian Butler with Friedman,Billings, Ramsey. Please state your question.

Brian Butler -Friedman, Billings, Ramsey and Company

Good morning.

Michael Dan

Good morning.

Brian Butler -Friedman, Billings, Ramsey and Company

Yes. First question just when you talked about the virtualvaulting?

Michael Dan

Yes.

Brian Butler -Friedman, Billings, Ramsey and Company

Kind of opportunity, do you have any numbers just kind ofwhat you think that total market actually might be?

Michael Dan

It is -- it can be substantial. It can be substantial. Youknow we started with a smaller and regional banks, and have now grown with somevery good strategic relationships with some of the larger banks who are able toexpand their footprint through the use of our assets.

We had trouble getting the attention of the major banks andwhat has been interesting is that the effect that the regional banks and thesmaller banks have had on the customer base of the larger banks has gottentheir attention.

And they have now come to us and are trying to understandwhat are we doing and why on the sales and marketing side of the banks ratherthan the operating side and so we think there is a real paradigm shift going onhere to our advantage with the more sophisticated virtual vault offering thatwe have.

Brian Butler -Friedman, Billings, Ramsey and Company

Is there any other real competitors in that space, I mean dothe other cash and transit kind of players offer that service?

Michael Dan

It’s -- they are all trying to offer it. They are yearsbehind our efforts. And they don't have the whole sophisticated compulsiveproduct that we have which you know we've been marketing for years and thegrowth rate of that business is taking off as a result of this virtual vaultand so I will tell you that the two product offerings that are out there, oneis trying to be offered by one of the larger banks and the capital costs ofthat are five times the capital costs of our product.

So I'm very bullish on how we're positioned and we havefirst a market and a time lead but more importantly we have a management groupthat understands it, gets it and is executing and siding up these strategicrelationships with customers and there is a lot more stickiness with these cashlogistics than risk with our normal IT business.

Brian Butler -Friedman, Billings, Ramsey and Company

Okay. And the also just when talking about opportunities,when you look at the commercial alarm business, I know that you are looking foran acquisition, is there, at what point in time, I guess, do you reach where,the acquisition, opportunities just are not there and you decide to really kindof go in by yourself and make a major investment in expanding that business?

Michael Dan

Well, we're actually doing that and, like I said, we've justdoubled, by the end of this year we'll have doubled our sales force. And sowe're actually pursuing that strategy at the current time.

We're not waiting. If we get something that can add value orbenefit or resources or capabilities, we'll jump on it, I can assure you, butwe are not waiting and we are not going to grow faster than that we can manageto we make sure we keep the economics of the program and the high qualitystandards that the marketplace expects from Brink's Home Security.

Brian Butler -Friedman, Billings, Ramsey and Company

Okay. That suggests potentially that you might havepotential to leverage the balance sheet a little bit more for…

Michael Dan

No question.

Brian Butler -Friedman, Billings, Ramsey and Company

For other opportunities, I mean is it still a sense that youare keeping that space for acquisitions or is there, are there any othermarkets that you guys are looking at beyond commercial alarm kind of space forthe security, leveraging the brand name?

Bob Ritter

Brian, this is Bob. I'll take this one. We're -- besides thecommercial side, we're also looking very aggressively within Brink's for waysto grow Brink's Inc. type of businesses as fast at we can which, as wementioned before, could lead us into different products and services andMichael talked about virtual vault there, as well as new geographies which willhelp expand our footprint and make us an even stronger global competitor.

But as we mentioned before we are also very interested inlooking at other opportunities in the security -- in other security marketswhere the Brink's brand and the way we approach business can be a big plus.

Having said that, we also have capacity, as we evidencedrecently when we announced that we have $100 million share repurchase programthat we can do other things besides just growing through acquisitions andgrowing organically to increase shareholder value.

Brian Butler -Friedman, Billings, Ramsey and Company

Okay. And then just last question, kind of thinking aboutwhen you talked about the comps and not necessarily the best matching, I guessit would be a two part. One, while I understand kind of the disconnect there,when you think about it and you look at it, I guess on a return basis, I mean,Brink's has just done a tremendous job on a return on capital invested basis onhaving, you know, mid-teens kind of returns versus some of these competitorsthat I would argue are well below that.

Some in-line with that, but others well below. And you stillhave, I guess, a valuation discrepancy despite having better or at least -- thevery least in-line kind of returns which I feel like evens out the differencesbetween, you know, the free cash flow investing for the long-term versus, youknow, seeing that money on a lowered capital base. I do not know if that wasreally a question more of a comment but…

Bob Ritter

Brian, it is Bob. I will give you a comment back to aquestion, comment, whatever you want to phrase it. Don't take our words assaying that we're giving up. We want to build value in this company, just likeanybody else who has an interest in the company wants to do so.

We want to use our balance sheet. We want to use the growthprospects that we have to do that and what we are trying to point out today isthat the -- there is a risk, we're constantly scratching our heads trying tounderstand how we fit in the world of valuation and that is one of the thingsthat we see as a potential risk out there and we just wanted to clarify youwhat our feeling was.

Brian Butler -Friedman, Billings, Ramsey and Company

All right. Well, thank you very much. I'll congratulate youon a good quarter.

Bob Ritter

All right. Thank you.

Operator

Our next question comes from Clint Fendley with Davenport.Please state your question.

Clint Fendley -Davenport and Company of Virginia, Inc.

Thank you. Good morning, guys. Michael you commented thatthe global services business was down slightly for the quarter. I wondered ifyou could give us some color as to why, and what your expectations are theregoing forward?

Michael Dan

I think it totally has to do with the global economicconditions, first of all the price of gold, as you know, is at record levelsand when gold prices, commodity prices tend to speak movement tends to slowdown.

People want to wait to see where it settles. That is oneissue. The second issue was there was an extensive amount of Jewish holidaysthat fell in the quarter this year more than normal, just by the timing of thecalendar there, which affected that business because diamonds and jewelry is agood portion of it.

And then there was some cash flows where we moved currencyaround the world, which were very, very strong last year, particularlypertaining to the Middle East, which have slowed down year-over-year.

Clint Fendley -Davenport and Company of Virginia, Inc.

Okay. So as we look forward to '08, obviously you'veincreased your margin outlook from what you've had over '07. Is most of thatbeing, is most of that attributable to the cash logistics side of the businessthen? And could you talk a little bit about maybe the growth that you'reexpecting there?

Michael Dan

And also global services business is especially in the UK istaking a very, very dominant position and expanding very, very rapidly. So Ithink, those are the factors that give us the confidence higher margin businessversus global business and cash logistics, and the growth rates and themomentum that we're seeing build as we go through this year.

Remember, we front-loaded the cash logistics, sales andmarketing this year. We increased our marketing expenses by millions of dollarsin the United States and reorganized that group and we're starting to get thetraction from it but we'll see much more of it in '08 than we saw in '07.

Clint Fendley -Davenport and Company of Virginia, Inc.

On an overall basis what percentage of Brink's Inc. shouldwe expect global services and the cash logistics to comprise?

Michael Dan

It is probably currently somewhere in the 40% range, 45%range off the top of my head.

Clint Fendley -Davenport and Company of Virginia, Inc.

Okay. And a question quickly on BHS, you mentioned with theprevious caller that you had doubled the sales force on the commercial sideabout how many people do you have in that area now?

Michael Dan

I think, I don't hold me to this, but I think we'll beapproaching over 60 by the end of this year, that's our goal. Now, remember ournormal residential sales force is selling the small commercial we've been doingthat for years. I'm talking specifically about those people going after what Icall the mid-market range.

Clint Fendley -Davenport and Company of Virginia, Inc.

Okay. That's helpful. And then a final question Bob,obviously we had the share repurchase announcement during the quarter but notmuch activity. Were there any blackouts or reasons as to why? And talk aboutmaybe even the time line for how the purchases might play out here?

Bob Ritter

Well, Clint, as you know, the boards authorized the sharerepurchase program on September 14th, which is getting very close to the end ofour third quarter and going forward we're intending to consider repurchasesopportunistically in the best interests of all of our shareholders.

Clint Fendley -Davenport and Company of Virginia, Inc.

Okay. Thank you. Thanks, guys. Nice quarter.

Operator

Our next question comes from Steven Fisher with UBS. Pleasestate your question.

Steven Fisher - UBSSecurities

Hi. Good morning. Just a clarification here, your forecastfor Brink's revenues in 2008 is that on a constant currency basis?

Michael Dan

Yes. Basically what we're trying to do for you is give you alook at the organic revenue growth that we expect, that well if you want tolayer on a different forecast of your own from a currency standpoint oracquisitions as they come on later, that would be additive or of course, thecurrencies go the other way it could be a negative to it.

Steven Fisher - UBSSecurities

Okay. So on an organic basis, probably similar to the thirdquarter that you just reported?

Michael Dan

Right. Because yes, that is one of the things that we thinkis helpful for you the table that we put in which breaks out organic versusexchange related growth.

Steven Fisher - UBSSecurities

Okay. Great. And then on the cash logistics, now that youhave the attention of some of these larger banks, you know, just wondering ifyou could talk about what similar pushback is that you get from these potentialcustomers, are they struggling with services conceptually or is it more costs,the actual logistics of doing it or really no concerns at all?

Michael Dan

Well, the smaller banks, the regional banks, it is a bigplus for them because they are able to offer their services to customers on anational basis where they are unable to do that before, so it is a real bigplus for them.

And the larger players who already had a huge investment andfootprint, they didn’t see it as necessary because they had the footprint. Butwhat is happening is that they are getting a more competitive environment as aresult of the regional banks, and it kind of an interesting dynamic change andobviously, our larger banks are larger customers. So we're very pleased thatwe're able to open a discourse with a broader level of bank management anddifferent levels of the bank management than we had before.

Steven Fisher - UBSSecurities

And do you think you can convert some of these major banksin 2008?

Bob Ritter

Whether we can do it on the basis of some of the regionalswhere we take it over 100% of their vaulting, I would doubt it. We are alreadydoing some of this for the major, the top three banks in areas where theirfootprint isn’t as strong with their physical basis we are already doing workfor them, you know, can expand it faster, it will be the key question for 2008.I am not well pattern to forecast.

Steven Fisher - UBSSecurities

Okay. That's helpful. And then lastly on the corporateexpenses, I think, Bob, I mentioned last quarter that the comp expense piece ofit would be about $5 million for the third quarter. Was that about the casedoes that mean that you are running at about $9 million a quarter on the restof the corporate?

Bob Ritter

That is about accurate except we're always subject tosituations that we're in with our active shareholders where we're continuing toengage outside advisers to make sure we're doing the right thing and thosecould impact those expenses.

Steven Fisher - UBSSecurities

Got it. Great. Thanks a lot.

Michael Dan

Thank you.

Operator

Our next question comes from James Clement with Sidoti andCompany. Please state your question.

James Clement -Sidoti and Company

All right. Good morning, gentlemen.

Michael Dan

Good morning.

Bob Ritter

Good morning, James.

James Clement -Sidoti and Company

Michael, with respect to Brink's Inc. in Latin America howmuch visibility do you have down there and, you know, looking out to 2008, Idon't think anybody would be upset if the current rate of growth down there,you know, was not sustainable and moderated a little bit.

But can you talk a little bit about where you see thatmarket long-term and just give a little bit more color on sort of a two tothree year outlook of, you know, the opportunities you still see down there togrow?

Michael Dan

Well, first of all, every country is different. You know,Venezuela has its own risks, as we're all aware of. Columbia had a huge influxof economic activity starting last fall that really spiked up and came throughthe first half of this year. And we're seeing that tail off a little bit.

Argentina, there's some concerns with inflation pressuresdown there which really, can be a positive for us in the long-term. There'supside opportunity for us in Chile and Brazil continues to steer a good coursewith a good turn around, creating strong opportunities for us. We've beenthrough a bad period in Brazil for a couple of years, we had to shrink thebusiness and that business is now growing and expanding again and we're pleasedwith that.

James Clement -Sidoti and Company

Okay. Thanks. Thanks very much for your time.

Michael Dan

One other point I'd like to clarify, somebody had asked meand I told you not to hold me about our commercial sales force, it was 60 andit will -- we'll double it by the end of this year to 120 commercial salesprofessionals.

Michael Dan

Okay. Next question.

Operator

Our next question comes from Jerome Lande with MillbrookCapital. Please state your question.

Jerome Lande -Millbrook Capital

Good morning.

Michael Dan

Hi, Jerome.

Jerome Lande -Millbrook Capital

I was confused by what you said, Michael, in the discussionof the reasons not to split the company with regard to synergy of earnings andcash flow between the two businesses. You mentioned they’re decentralizedoperationally, I understand that both businesses are cash flow positive?

Michael Dan

At the current time both businesses are cash flow positiveonly because of the slowdown, Jerome, at Brink's Home Security because of thecurrent housing market, which has made it cash flow positive because ourinstallation rate has slowed down and as you know by our business model, thefaster we grow, the more investment that we have.

And but if we return to the normal growth rates on newsubscribers it would probably be neutral or negative. And with our growth andour push into the commercial area, it would definitely be negative, which wouldrequire, when we did our analysis for a capital injection to make sure it hadstability or that the growth prospects could be impacted as I discussedpreviously.

Jerome Lande -Millbrook Capital

So then the 1% difference in growth in BHS has switched youfrom negative cash flow to positive cash flow?

Michael Dan

Yes. It is actually that powerful, because if we manage itright, which is what we've done this year. Our people have done a very good jobin maintaining good controls over the up-front costs, both of selling andmarketing and then installation side. And if you do that right, as you slowdown growth, obviously you can generate some cash.

Jerome Lande -Millbrook Capital

Okay. And the advisors from Morgan Stanley and Greenhill,were they retained by the company or the board?

Bob Ritter

The same. I do not see the distinction or the difference.

Jerome Lande -Millbrook Capital

Well, I disagree. I think if you asked the bankers, theywould see a difference. What does the agreement there?

Bob Ritter

The company retained them the company is run by the board ofdirectors and the management. So I do not see the difference, Jerome, I'msorry.

Jerome Lande -Millbrook Capital

Okay. Well a lot of times you'll see advisors retained bythe board to be independent of the company and management, but that is not fortoday. Thank you very much.

Michael Dan

Thank you, sir.

Jerome Lande -Millbrook Capital

Okay.

Operator

Our next question comes from Karin Budyeah with Fox HillCapital. Please state your question.

Karin Budyeah - FoxHill Capital

Hey, guys. Congratulations on the quarter. I have onequestion. Could you quantify a little bit the opportunity on the commercialside, both on the top line, as well as the investment required and also if youcan go further and could you elaborate where the company has any metrics withregard to return on invested capital, with regard to any knew opportunity thatthe company may actually focus on?

Michael Dan

All right. On the commercial side, we see that as the greatopportunity to expand the Brink's brand name into a sector and that is -- hasthis -- the same economics or better economics than current residentialbusiness, hence our ability to do it.

Now that market is as large a market or larger than theresidential market and continuing to grow and concern about security and accesscontrol and monitoring in today's world is -- shows a stronger growth rate thanwe see on the residential side, so it is an attractive market.

What we're trying to do is to maintain our disciplinedapproach to make sure we grow as fast as we can or look for acquisitions inthat space to maximize shareholder value without losing the economic disciplinethat we're after.

We believe, I strongly believe that the EVA the economicvalue added on the commercial business will be better than the residentialbusiness with our approach and the strength of the Brink's brand name.

Karin Budyeah - FoxHill Capital

Could you elaborate why the EVA should be better than theone on the residential?

Michael Dan

Yes. Because there will be less upfront investment in acommercial account than there is in a residential account.

Karin Budyeah - FoxHill Capital

Okay. Could you quantify the opportunity though? Like, howbig? I know you guys don't provide any guidance with regard to the new venture,but can we assume that the three years that the revenue would be like split?

Michael Dan

The revenues well, hopefully, it will be over 25% of ourrevenue in Brink's Home Security, but that’s without acquisition.

Karin Budyeah - FoxHill Capital

Just organic. Okay. Thank you very much.

Michael Dan

Okay.

Operator

Our next question comes from Wayne Archambo with BlackRock.Please state your question.

Wayne Archambo -BlackRock

My question has been answered. Thank you.

Michael Dan

Thank you.

Operator

Our next question comes from Tassos Recashinas with PiraCapital. Please state your questions.

Tassos Recashinas -Pira Capital

Good morning.

Michael Dan

Good morning.

Tassos Recashinas -Pira Capital

This question is for Michael. I guess, Michael, you spent aconsiderable amount of time on this call describing your analysis of the splitand Morgan Stanley, your advisor, presumably incorporated all of the risk thatyou described when they formulated their valuation of the post split company,their estimated post split valuation should therefore serve as an objective andquantitative measure of both the risks and benefits of a split. With that said,can you please disclose to us what Morgan Stanley estimated the post splitvalue of the company would be?

Michael Dan

You know, I've already addressed the argued benefits of aspin and commented on some of the mitigating factors and risks. You know, thereare those who would argue that there would be a bump in value using differentassumed multiples and market valuations, there are those who argue that bettermanagement focus would discount and on and on and on as I've already said.

And I want to repeat what I've already said and of course,I'm not going to comment on any confidential board process or disclose anyconfidential advice that was given through that process.

Tassos Recashinas -Pira Capital

Okay. You know, I think that while your results weregenerally strong today, the reality is no matter how well the company doesoperationally Wall Street will always attribute a significant discount to yourstock given your conglomerate structure and given that you won’t disclose withMorgan Stanley value to split company at, other publicly available estimatessuggest that a split would unlock substantial value.

Despite this you continue to oppose a split and since youfirst disclosed your opposition to a split last quarter your CFO unexpectedlyannounced his retirement and your second largest shareholder MMI announces itintends to nominate four directors at your upcoming annual meeting.

So my question now is, if MMI is successful in electing it’sfour nominees to the board and effectively removes you as Director and Chairmanof the company, will you resign as CEO of the company?

Bob Ritter

First of all, the purpose of this call is to talk about ourearnings and not to provide a stage for a dissident shareholder to comment ordraw me into a discussion that is inappropriate for this call.

If someone decides to nominate a slate of directors and wagea proxy fight, which one shareholder has already announced, we will deal withthat in due course and see how things unfold at that time.

Tassos Recashinas -Pira Capital

Thank you.

Operator

Thank you. Our next question comes from John Reardon withCrowell Weedon. Please state your question.

John Reardon -Crowell Weedon

That is Kraul Radon in Los Angeles, California.Congratulations on a solid quarter.

Michael Dan

Thank you.

John Reardon -Crowell Weedon

Getting back to your announcement on the $100 million stockrepurchase. From your comments I gather, because it came at the end of thequarter that there have been no purchases, repurchases made yet, is thatcorrect?

Michael Dan

We disclosed today that there were no repurchases madethrough the end of the quarter.

John Reardon -Crowell Weedon

Okay. And so this $1million, this is just something that youare going to use on an opportunistic basis going forward, is that correct?

Michael Dan

Yes. It is.

John Reardon -Crowell Weedon

Okay. Thanks a lot.

Michael Dan

Thank you.

Operator

Our next question comes from Jason Fortson with CohesCapital. Please state your question.

Jason Fortson - CohesCapital

Hi. You pointed out the analysis that Morgan Stanley andGreenhill did in evaluating the security alarm business, is one of the metricsthey used is steady state operating cash flow in evaluating it.

I understand your point about being able to look at thiscomparing companies on an EBITDA basis, given the different businesses but thatseems to be the best metric in the security alarm space and I'm wondering ifthey gave thought to that?

Michael Dan

They took everything into consideration. One of the things Iwould like you will to do, okay, is, you know, Jeff Kessler is kind of the Deanon coming up with that formula valuation and published a piece recently havingto do with the sum of the parts value of our company.

One of the things that you might want to doodle with thereis to take Jeff's formula and apply it to the comps that he used in thatpublication. And come up with any term that you want to come up with but let'scall it an under-valuation ratio or something, because we've done that.

And I respect Jeff's work. But those comps that are closestto Brink's Home Security will show that they are more, quote, undervalued thanwe are. As an example, Tyco, which was used in Jeff's report if you use hissame formula, exact formula, right, was 67% undervalued.

That same formula that Jeff used put us at 50. Put securecost direct at 50. So it is a metric. It is a way to look at it. We believe itis a great metric. But from a valuation perspective, I think you will besurprised if you take that formula and extend it yourself to see a similardisconnect to a degree that as Mr. Ritter said before, sometimes we scratch ourhead about, but we think the markets are efficient and overtime will recognizethe value we're building for our shareholders.

Jason Fortson - CohesCapital

Thank you.

Michael Dan

Thank you very much.

Operator

Ladies and gentlemen, this concludes today's conference.Thank you all for your participation. All parties may disconnect now.

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Source: Brinks Co. Q3 2007 Earnings Call Transcript

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