<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-K/A
(Mark One)
[X]
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 [FEE REQUIRED]
For the fiscal year ended December 31, 1995
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
For the transition period from ______________ to _____________
Commission file number 1-9148
THE PITTSTON COMPANY
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C>
Virginia 54-1317776
(State or other jurisdiction of (I. R. S. Employer
incorporation or organization) Identification No.)
P.O. Box 120070,
100 First Stamford Place,
Stamford, Connecticut 06912-0070
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (203) 978-5200
Securities registered pursuant to Section 12(b) of the Act:
Name of each exchange on
Title of each class which registered
------------------- ------------------------
Pittston Brink's Group Common Stock, Par Value $1 New York Stock Exchange
Pittston Burlington Group Common Stock, Par Value $1 New York Stock Exchange
Pittston Minerals Group Common Stock, Par Value $1 New York Stock Exchange
4% Subordinated Debentures Due July 1, 1997 New York Stock Exchange
Rights to Purchase Series A Participating Cumulative Preferred Stock New York Stock Exchange
Rights to Purchase Series B Participating Cumulative Preferred Stock New York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act: None
</TABLE>
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 and (2) has been subject to such filing
requirements for the past 90 days.
Yes [X] No [ ]
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [X]
As of March 1, 1996, there were issued and outstanding 41,573,743 shares
of Pittston Brink's Group common stock, 20,786,872 shares of Pittston Burlington
Group common stock and 8,405,908 shares of Pittston Minerals Group common stock.
The aggregate market value of such stocks held by nonaffiliates, as of that
date, was $923,075,741, $342,959,562 and $121,194,593, respectively.
Documents incorporated by reference: Portions of the Registrant's
definitive Proxy Statement to be filed pursuant to Regulation 14A(Part III).
<PAGE>
<PAGE>
EXPLANATORY NOTE
This Amendment to the Annual Report on Form 10-K for the fiscal year
ended December 31, 1995 (the "Form 10-K") of The Pittston Company ("Pittston"
or the "Company") is being filed by Pittston in order to amend the following
item in the Form 10-K:
PART II
<PAGE>
<PAGE>
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The Pittston Company and Subsidiaries
STATEMENT OF MANAGEMENT RESPONSIBILITY
The management of The Pittston Company (the "Company") is responsible for
preparing the accompanying consolidated financial statements and for their
integrity and objectivity. The statements were prepared in accordance with
generally accepted accounting principles. Management has also prepared the other
information in the annual report and is responsible for its accuracy.
In meeting our responsibility for the integrity of the consolidated financial
statements, we maintain a system of internal controls designed to provide
reasonable assurance that assets are safeguarded, that transactions are executed
in accordance with management's authorization and that the accounting records
provide a reliable basis for the preparation of the financial statements.
Qualified personnel throughout the organization maintain and monitor these
internal controls on an ongoing basis. In addition, the Company maintains an
internal audit department that systematically reviews and reports on the
adequacy and effectiveness of the controls, with management follow-up as
appropriate.
Management has also established a formal Business Code of Ethics which is
distributed throughout the Company. We acknowledge our responsibility to
establish and preserve an environment in which all employees properly understand
the fundamental importance of high ethical standards in the conduct of our
business.
The Company's consolidated financial statements have been audited by KPMG Peat
Marwick LLP, independent auditors. During the audit they review and make
appropriate tests of accounting records and internal controls to the extent they
consider necessary to express an opinion on the Company's consolidated financial
statements.
The Company's Board of Directors pursues its oversight role with respect to the
Company's consolidated financial statements through the Audit and Ethics
Committee, which is composed solely of outside directors. The Committee meets
periodically with the independent auditors, internal auditors and management to
review the Company's control system and to ensure compliance with applicable
laws and the Company's Business Code of Ethics.
We believe that the policies and procedures described above are appropriate and
effective and do enable us to meet our responsibility for the integrity of the
Company's consolidated financial statements.
<PAGE>
INDEPENDENT AUDITORS' REPORT
The Board of Directors and Shareholders
The Pittston Company
We have audited the accompanying consolidated balance sheets of The Pittston
Company and subsidiaries as of December 31, 1995 and 1994, and the related
consolidated statements of operations, shareholders' equity and cash flows for
each of the years in the three-year period ended December 31, 1995. These
consolidated financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these consolidated
financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the consolidated financial statements are
free of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the consolidated financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of The Pittston Company
and subsidiaries as of December 31, 1995 and 1994, and the results of their
operations and their cash flows for each of the years in the three-year period
ended December 31, 1995, in conformity with generally accepted accounting
principles.
KPMG Peat Marwick LLP
Stamford, Connecticut
January 25, 1996
64
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<PAGE>
The Pittston Company and Subsidiaries
CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
December 31
(Dollars in thousands, except per share amounts) 1995 1994
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<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents $ 52,823 42,318
Short-term investments 29,334 25,162
Accounts receivable:
Trade (Note 3) 397,043 361,361
Other 40,278 31,165
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437,321 392,526
Less estimated amount uncollectible 16,075 15,734
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421,246 376,792
Coal inventory 37,329 25,518
Other inventory 9,070 8,635
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46,399 34,153
Prepaid expenses 31,556 27,700
Deferred income taxes (Note 6) 55,335 55,850
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Total current assets 636,693 561,975
Property, plant and equipment, at cost (Note 4) 923,514 840,494
Less accumulated depreciation, depletion and amortization 437,346 394,660
- ------------------------------------------------------------------------------------------------------
486,168 445,834
Intangibles, net of amortization (Notes 5 and 10) 327,183 329,441
Deferred pension assets (Note 13) 123,743 118,953
Deferred income taxes (Note 6) 72,343 84,214
Other assets 161,242 197,361
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Total assets $1,807,372 1,737,778
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LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Short-term borrowings $ 37,063 13,323
Current maturities of long-term debt (Note 7) 7,280 13,748
Accounts payable 263,444 252,615
Accrued liabilities:
Taxes 44,050 44,654
Workers' compensation and other claims 33,255 41,771
Miscellaneous 209,396 208,359
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286,701 294,784
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Total current liabilities 594,488 574,470
Long-term debt, less current maturities (Note 7) 133,283 138,071
Postretirement benefits other than pensions (Note 13) 219,895 218,738
Workers' compensation and other claims 125,894 138,793
Deferred income taxes (Note 6) 17,213 19,036
Other liabilities 194,620 200,855
Commitments and contingent liabilities (Notes 7, 11, 12, 13, 17 and 18)
Shareholders' equity (Notes 1, 7, 8 and 9):
Preferred stock, par value $10 per share,
Authorized: 2,000,000 shares $31.25 Series C Cumulative Preferred Stock,
Issued: 1995--136,280 shares; 1994--152,650 shares 1,362 1,526
Pittston Brink's Group common stock, par value $1 per share:
Authorized: 100,000,000 shares
Issued: 1995--41,573,743 shares; 1994--41,594,845 shares 41,574 41,595
Pittston Burlington Group common stock, par value $1 per share:
Authorized: 50,000,000 shares
Issued: 1995--20,786,872; 1994--20,797,423 20,787 20,798
Pittston Minerals Group common stock, par value $1 per share:
Authorized: 20,000,000 shares
Issued: 1995--8,405,908 shares; 1994--8,389,622 shares 8,406 8,390
Capital in excess of par value 401,633 399,672
Retained earnings 188,728 107,739
Equity adjustment from foreign currency translation (20,705) (14,276)
Employee benefits trust, at market value (Note 9) (119,806) (117,629)
- ------------------------------------------------------------------------------------------------------
Total shareholders' equity 521,979 447,815
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Total liabilities and shareholders' equity $1,807,372 1,737,778
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</TABLE>
See accompanying notes to consolidated financial statements.
65
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<PAGE>
The Pittston Company and Subsidiaries
CONSOLIDATED STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
Year Ended December 31
(In thousands, except per share amounts) 1995 1994 1993
- ------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Net sales $ 722,851 794,998 687,089
Operating revenues 2,203,216 1,872,277 1,569,032
- ------------------------------------------------------------------------------------------------------------
Net sales and operating revenues 2,926,067 2,667,275 2,256,121
- ------------------------------------------------------------------------------------------------------------
Costs and expenses:
Cost of sales 696,295 771,586 645,679
Operating expenses 1,845,404 1,542,080 1,299,541
Selling, general and administrative expenses 263,365 244,330 226,125
Restructuring and other charges, including litigation accrual (Note 14) -- 90,806 78,633
- ------------------------------------------------------------------------------------------------------------
Total costs and expenses 2,805,064 2,648,802 2,249,978
- ------------------------------------------------------------------------------------------------------------
Other operating income (Note 15) 26,496 24,400 19,956
- ------------------------------------------------------------------------------------------------------------
Operating profit 147,499 42,873 26,099
Interest income 3,395 2,513 2,839
Interest expense (14,253) (11,489) (10,173)
Other income (expense), net (Note 15) (6,305) (5,572) (4,611)
- ------------------------------------------------------------------------------------------------------------
Income before income taxes 130,336 28,325 14,154
Provision for income taxes (Note 6) 32,364 1,428 8
- ------------------------------------------------------------------------------------------------------------
Net income 97,972 26,897 14,146
Preferred stock dividends, net (Note 9) (2,762) (3,998) --
- ------------------------------------------------------------------------------------------------------------
Net income attributed to common shares $ 95,210 22,899 14,146
- ------------------------------------------------------------------------------------------------------------
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Pittston Brink's Group (Note 1):
Net income attributed to common shares $ 51,093 41,489 31,650
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- ------------------------------------------------------------------------------------------------------------
Net income per common share $ 1.35 1.10 .86
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- ------------------------------------------------------------------------------------------------------------
Average common shares outstanding 37,931 37,784 36,907
Pittston Burlington Group (Note 1):
Net income attributed to common shares $ 32,855 38,356 15,476
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- ------------------------------------------------------------------------------------------------------------
Net income per common share $ 1.73 2.03 .84
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Average common shares outstanding 18,966 18,892 18,454
Pittston Minerals Group (Note 1):
Net income (loss) attributed to common shares $ 11,262 (56,946) (32,980)
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Net income (loss) per common share:
Primary $ 1.45 (7.50) (4.47)
Fully diluted $ 1.40 (7.50) (4.47)
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Average common shares outstanding:
Primary 7,786 7,594 7,381
Fully diluted 9,999 10,000 7,620
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</TABLE>
See accompanying notes to consolidated financial statements.
66
<PAGE>
<PAGE>
The Pittston Company and Subsidiaries
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
<TABLE>
<CAPTION>
Years Ended December 31, 1995, 1994 and 1993
Pittston Pittston Pittston
$31.25 Brink's Burlington Minerals Equity
Series C Group Group Group Capital in Adjustment
Cumulative Common Common Common Excess of from Foreign Employee
Preferred Stock Stock Stock Par Value Retained Currency Benefits
(In thousands, except per share amounts) Stock (Note 1) (Note 1) (Note 1) (Note 1) Earnings Translation Trust
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
BALANCE AT DECEMBER 31, 1992 $ -- 40,533 20,267 8,107 249,147 96,240 (14,062) (58,772)
Net income -- -- -- -- -- 14,146 -- --
Stock options exercised (Note 8) -- 971 486 208 13,092 -- -- --
Tax benefit of stock options exercised
(Note 6) -- -- -- -- 2,121 -- -- --
Foreign currency translation adjustment -- -- -- -- -- -- (4,319) --
Remeasurement of employee benefits trust -- -- -- -- 73,907 -- -- (73,907)
Shares released from employee benefits
trust to employee benefit plan (Note 9) -- -- -- -- (2) -- -- 1,661
Retirement of stock under share
repurchase programs (Note 9) -- (75) (38) (34) (906) (458) -- --
Costs of Services Stock Proposal (Note 9) -- -- -- -- (3,163) -- -- --
Cash dividends declared--Pittston Brink's
Group $.09 per share, Pittston Burlington
Group $.21 per share and Pittston Minerals
Group $.6204 per share (Note 1) -- -- -- -- -- (11,638) -- --
- ------------------------------------------------------------------------------------------------------------------------------------
BALANCE AT DECEMBER 31, 1993 -- 41,429 20,715 8,281 334,196 98,290 (18,381) (131,018)
Net income -- -- -- -- -- 26,897 -- --
Issuance of $31.25 Series C Cumulative
Preferred Stock, net of cash expenses
(Note 9) 1,610 -- -- -- 75,472 -- -- --
Stock options exercised (Note 8) -- 422 211 129 6,570 -- -- --
Tax benefit of stock options exercised
(Note 6) -- -- -- -- 2,936 -- -- --
Foreign currency translation adjustment -- -- -- -- -- -- 4,105 --
Remeasurement of employee benefits trust -- -- -- -- (10,449) -- -- 10,449
Shares released from employee benefits
trust to employee benefit plan (Note 9) -- -- -- -- (309) -- -- 2,940
Retirement of stock under share
repurchase programs (Note 9) (84) (256) (128) (20) (8,749) (718) -- --
Costs of Services Stock Proposal (Note 9) -- -- -- -- (4) -- -- --
Conversion of 9.2% debentures -- -- -- -- 9 -- -- --
Cash dividends declared--Pittston Brink's
Group $.09 per share, Pittston Burlington
Group $.22 per share and Pittston
Minerals Group $.65 per share and Series C
Preferred Stock $27.09 per share (Note 1) -- -- -- -- -- (16,730) -- --
- ------------------------------------------------------------------------------------------------------------------------------------
BALANCE AT DECEMBER 31, 1994 1,526 41,595 20,798 8,390 399,672 107,739 (14,276) (117,629)
Net income -- -- -- -- -- 97,972 -- --
Stock options exercised (Note 8) -- 125 62 95 2,581 -- -- --
Tax benefit of stock options exercised
(Note 6) -- -- -- -- 720 -- -- --
Foreign currency translation adjustment -- -- -- -- -- (6,429) --
Remeasurement of employee benefits trust -- -- -- -- 9,947 -- -- (9,947)
Shares released from employee benefits
trust to employee benefit plan (Note 9) -- -- -- -- (993) -- -- 7,770
Retirement of stock under share
repurchase programs (Note 9) (164) (146) (73) (79) (10,294) 148 -- --
Cash dividends declared--Pittston Brink's
Group $.09 per share, Pittston Burlington
Group $.22 per share and Pittston
Minerals Group $.65 per share and Series C
Preferred Stock $31.25 per share (Note 1) -- -- -- -- -- (17,131) -- --
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BALANCE AT DECEMBER 31, 1995 $1,362 41,574 20,787 8,406 401,633 188,728 (20,705) (119,806)
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</TABLE>
See accompanying notes to consolidated financial statements.
67
<PAGE>
<PAGE>
The Pittston Company and Subsidiaries
CONSOLIDATED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
Year Ended December 31
(In thousands) 1995 1994 1993
- -----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Cash flows from operating activities:
Net income $ 97,972 26,897 14,146
Adjustments to reconcile net income to net cash provided by operating activities:
Noncash charges and other write-offs -- 46,793 10,857
Depreciation, depletion and amortization 104,989 101,856 77,565
Provision for aircraft heavy maintenance 26,317 26,598 20,962
Provision (credit) for deferred income taxes 11,115 (17,777) (29,435)
Credit for pensions, noncurrent (3,762) (1,128) (2,596)
Provision for uncollectible accounts receivable 5,762 4,532 6,880
Equity in earnings of unconsolidated affiliates, net of dividends received 2,306 (1,432) (4,205)
Gain on sale of property, plant and equipment (5,162) (3,569) (5,472)
Other operating, net 4,916 3,491 3,904
Change in operating assets and liabilities, net of effects of acquisitions
and dispositions:
Increase in accounts receivable (38,628) (85,734) (20,715)
Decrease (increase) in inventories (12,026) (4,184) 6,507
Increase in prepaid expenses (2,157) (2,849) (2,795)
Increase in accounts payable and accrued liabilities 4,491 69,033 20,458
Decrease (increase) in other assets 326 991 (5,783)
Increase (decrease) in workers' compensation and other claims, noncurrent (15,212) 6,605 (17,213)
Increase (decrease) in other liabilities (22,458) (15,283) 66,339
Other, net (2,254) (178) (342)
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Net cash provided by operating activities 156,535 154,662 139,062
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Cash flows from investing activities:
Additions to property, plant and equipment (124,465) (106,312) (97,779)
Proceeds from disposal of property, plant and equipment 22,539 7,622 4,620
Aircraft heavy maintenance expenditures (22,356) (15,333) (19,148)
Acquisitions, net of cash acquired, and related contingency payments (3,372) (163,262) (1,435)
Other, net 1,182 5,431 8,569
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Net cash used by investing activities (126,472) (271,854) (105,173)
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Cash flows from financing activities:
Additions to debt 29,866 117,332 4,136
Reductions of debt (25,891) (48,257) (34,385)
Repurchase of stock of the Company (10,608) (9,955) (1,511)
Proceeds from exercise of stock options 3,494 7,332 14,757
Proceeds from employee stock purchase plan 767 -- --
Dividends paid (17,186) (16,709) (11,638)
Proceeds from sale of stock to Savings Investment Plan -- -- 264
Costs of Services Stock Proposal -- (4) (3,163)
Preferred stock issuance, net of cash expenses -- 77,359 (277)
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Net cash provided (used) by financing activities (19,558) 127,098 (31,817)
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Net increase in cash and cash equivalents 10,505 9,906 2,072
Cash and cash equivalents at beginning of year 42,318 32,412 30,340
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Cash and cash equivalents at end of year $ 52,823 42,318 32,412
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</TABLE>
See accompanying notes to consolidated financial statements.
68
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<PAGE>
The Pittston Company and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands, except per share amounts)
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
BASIS OF PRESENTATION
On January 18, 1996, the shareholders of The Pittston Company (the "Company")
approved the Brink's Stock Proposal, as described in Note 9, resulting in the
modification, effective as of January 19, 1996, of the capital structure of the
Company to include an additional class of common stock. The outstanding shares
of Pittston Services Group Common Stock ("Services Stock") were redesignated as
Pittston Brink's Group Common Stock ("Brink's Stock") on a share-for-share
basis, and a new class of common stock, designated as Pittston Burlington Group
Common Stock ("Burlington Stock"), was distributed on the basis of one-half
share of Burlington Stock for each share of Services Stock previously held by
shareholders of record on January 19, 1996. The Pittston Brink's Group (the
"Brink's Group") consists of the Brink's, Incorporated ("Brink's") and Brink's
Home Security, Inc. ("BHS") operations of the Company. The Pittston Burlington
Group (the Burlington Group") consists of the Burlington Air Express Inc.
("Burlington") operations of the Company. The Pittston Minerals Group (the
"Minerals Group") consists of the Coal and Mineral Ventures operations of the
Company. The approval of the Brink's Stock Proposal did not result in any
transfer of assets and liabilities of the Company or any of its subsidiaries.
The Company prepares separate financial statements for the Minerals, Brink's and
Burlington Groups in addition to consolidated financial information of the
Company.
All stock and per share data in the accompanying financial statements have been
restated to reflect the modification of the Company's capital structure. The
primary impacts of this restatement are as follows:
Net income per common share has been restated in the Consolidated Statements
of Operations to reflect the two new classes of stock, Brink's Stock and
Burlington Stock, as if they were outstanding for all periods presented. For
the purposes of computing net income per common share of Brink's Stock and
Burlington Stock, the number of shares of Brink's Stock are assumed to be the
same as the total corresponding number of shares of the Company's previous
Services Stock. The number of shares of Burlington Stock are assumed to be
one-half of the shares of the Company's previous Services Stock.
All financial impacts of purchases and issuances of the Company's Services
Stock prior to the effective date of the Brink's Stock Proposal have been
attributed to each Group in relation of their respective common equity to the
Company's Services Stock. Dividends paid by the Company for Services
<PAGE>
Stock were attributed to the Brink's and Burlington Groups in relation to the
initial dividends paid on the Brink's Stock and the Burlington Stock.
Accordingly, the Consolidated Statements of Shareholders' Equity have been
restated to reflect these changes.
PRINCIPLES OF CONSOLIDATION
The accompanying consolidated financial statements reflect the accounts of the
Company and its majority-owned subsidiaries. The Company's interests in 20% to
50% owned companies are carried on the equity method. All material intercompany
items and transactions have been eliminated in consolidation. Certain prior year
amounts have been reclassified to conform to the current year's financial
statement presentation.
CASH AND CASH EQUIVALENTS
Cash and cash equivalents include cash on hand, demand deposits and investments
with original maturities of three months or less.
SHORT-TERM INVESTMENTS
Short-term investments primarily include funds set aside by the Company for
certain obligations and are carried at cost which approximates market.
INVENTORIES
Inventories are stated at cost (determined under the first-in, first-out or
average cost method) or market, whichever is lower.
PROPERTY, PLANT AND EQUIPMENT
Expenditures for maintenance and repairs are charged to expense and the costs of
renewals and betterments are capitalized. Depreciation is provided principally
on the straight-line method at varying rates depending upon estimated useful
lives. Depletion of bituminous coal lands is provided on the basis of tonnage
mined in relation to the estimated total of recoverable tonnage in the ground.
Mine development costs, primarily included in bituminous coal lands, are
capitalized and amortized over the estimated useful life of the mine. These
costs include expenses incurred for site preparation and development as well as
operating deficits incurred at the mines during a development stage. A mine is
considered under development until all planned production units have been placed
in operation.
Valuation of coal properties is based primarily on mining plans and conditions
assumed at the time of the evaluation. These valuations could be impacted by
actual economic conditions which differ from those assumed at the time of the
evaluation.
69
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<PAGE>
Subscriber installation costs for home security systems provided by BHS are
capitalized and depreciated over the estimated life of the assets and are
included in machinery and equipment. The security system that is installed,
remains the property of BHS and is capitalized at the cost to bring the revenue
producing asset to its intended use. When an installation is identified for
disconnection, the remaining net book value of the installation is fully
written-off and charged to depreciation expense.
INTANGIBLES
The excess of cost over fair value of net assets of businesses acquired is
amortized on a straight-line basis over the estimated periods benefited.
The Company evaluates the carrying value of intangibles and the periods of
amortization to determine whether events and circumstances warrant revised
estimates of asset value or useful lives. The Company annually assesses the
recoverability of the excess of cost over net assets acquired by determining
whether the amortization of the asset balance over its remaining life can be
recovered through projected undiscounted future operating cash flows. Evaluation
of asset value as well as periods of amortization are performed on a
disaggregated basis at each of the Company's operating units.
COAL SUPPLY CONTRACTS
Coal supply contracts consist of contracts to supply coal to customers at
certain negotiated prices over a period of time, which have been acquired from
other coal companies, and are stated at cost at the time of acquisition, which
approximates fair market value. The capitalized cost of such contracts is
amortized over the term of the contract on the basis of tons of coal sold under
the contract.
INCOME TAXES
Income taxes are accounted for in accordance with Statement of Financial
Accounting Standards No. 109, "Accounting for Income Taxes , which requires
recognition of deferred tax liabilities and assets for the expected future tax
consequences of events that have been included in the financial statements or
tax returns. Under this method, deferred tax liabilities and assets are
determined based on the difference between the financial statement and tax bases
of assets and liabilities using enacted tax rates in effect for the year in
which the differences are expected to reverse.
PNEUMOCONIOSIS (BLACK LUNG) EXPENSE
The Company acts as self-insurer with respect to almost all black lung benefits.
Provision is made for estimated benefits in accordance with annual actuarial
reports prepared by outside actuaries. The excess of the present value of
expected future benefits over the accumulated book reserves is recognized over
the amortization period as a level percentage of payroll. Cumulative actuarial
<PAGE>
gains or losses are calculated periodically and amortized on a straight-line
basis. Assumptions used in the calculation of the actuarial present
value of black lung benefits are based on actual retirement experience of the
Company's coal employees, black lung claims incidence for active miners,
actual dependent information, industry turnover rates, actual medical
and legal cost experience and projected inflation rates. As of December 31,
1995 and 1994, the accrued value of estimated future black lung
benefits discounted at 6% was approximately $60,500 and $62,824, respectively,
and are included in workers' compensation and other claims. Based
on actuarial data, the Company charged (credited) to operations ($1,402) in
1995, $201 in 1994 and $438 in 1993. In addition, the Company accrued additional
expenses for black lung benefits related to federal and state assessments, legal
and administration expenses and other self insurance costs. These amounted to
$2,569 in 1995, $2,472 in 1994 and $2,887 in 1993.
RECLAMATION COSTS
Expenditures relating to environmental regulatory requirements and reclamation
costs undertaken during mine operations are charged against earnings as
incurred. Estimated site restoration and post closure reclamation costs are
charged against earnings using the units of production method over the expected
economic life of each mine. Accrued reclamation costs are subject to review by
management on a regular basis and are revised when appropriate for changes in
future estimated costs and/or regulatory requirements.
POSTRETIREMENT BENEFITS OTHER THAN PENSIONS
Postretirement benefits other than pensions are accounted for in accordance with
Statement of Financial Accounting Standards No. 106, "Employers' Accounting for
Postretirement Benefits Other Than Pensions", which requires employers to accrue
the cost of such retirement benefits during the employees' service with the
Company.
FOREIGN CURRENCY TRANSLATION
Assets and liabilities of foreign subsidiaries have been translated at current
exchange rates, and related revenues and expenses have been translated at
average rates of exchange in effect during the year. Resulting cumulative
translation adjustments have been recorded as a separate component of
shareholders' equity. Translation adjustments relating to subsidiaries in
countries with highly inflationary economies are included in net income, along
with all transaction gains and losses for the period.
A portion of the Company's financial results is derived from activities in
several foreign countries, each with a local currency other than the U.S.
dollar. Because the financial results of the Company are reported in U.S.
dollars, they are affected by the changes in the value of the various foreign
currencies in relation to the U.S. dollar. However, the Company's international
activity is not concentrated in any single currency, which reduces the risks of
foreign currency rate fluctuations.
70
<PAGE>
<PAGE>
FINANCIAL INSTRUMENTS
The Company uses foreign currency forward contracts to hedge risk of changes in
foreign currency rates associated with certain transactions denominated in
various currencies. Realized and unrealized gains and losses on these contracts,
designated and effective as hedges, are deferred and recognized as part of the
specific transaction hedged.
The Company also utilizes other financial instruments to protect against adverse
price movements in gold, which the Company produces, and jet fuel products,
which the Company consumes as well as interest rate changes on certain variable
rate obligations. Gains and losses on these contracts, designated and effective
as hedges, are deferred and recognized as part of the transaction hedged.
REVENUE RECOGNITION
Coal--Coal sales are generally recognized when coal is loaded onto
transportation vehicles for shipment to customers. For domestic sales, this
generally occurs when coal is loaded onto railcars at mine locations. For export
sales, this generally occurs when coal is loaded onto marine vessels at terminal
facilities.
Mineral Ventures-- Gold sales are recognized when products are shipped to a
refinery. Settlement adjustments arising from final determination of weights and
assays are reflected in sales when received.
Burlington-- Revenues related to transportation services are recognized,
together with related transportation costs, on the date shipments physically
depart from facilities en route to destination locations. Financial statements
resulting from existing recognition policies do not materially differ from the
allocation of revenue between reporting periods based on relative transit times
in each reporting period with expenses recognized as incurred.
Brink's-- Revenues are recognized when services are performed.
BHS-- Monitoring revenues are recognized when earned and amounts paid in advance
are deferred and recognized as income over the applicable monitoring period,
which is generally one year or less. Revenues from the sale of equipment are
recognized, together with related costs, upon completion of the installation.
Connection fee revenues are recognized to the extent of direct selling costs
incurred and expensed. Connection fee revenues in excess of direct selling costs
are deferred and recognized as income on a straight-line basis over ten years.
NET INCOME PER COMMON SHARE
Net income per common share for Brink's Stock and Burlington Stock is computed
by dividing the net income for each Group by the weighted average number of
shares outstanding during the period. The potential dilution from the exercise
of stock options is not material. The assumed conversion of the 9.2% convertible
subordinated debentures in 1993 was not included since its effect was
antidilutive.
<PAGE>
The computation of primary earnings per share for Minerals Stock is based on the
weighted average number of outstanding common shares divided into net income for
the Minerals Group less preferred stock dividends. The computation of fully
diluted earnings per common share for Minerals Stock assumes the conversion of
the $31.25 Series C Cumulative Preferred Stock (issued in 1994) and additional
shares assuming the exercise of stock options (antidilutive in the primary
calculation) divided into net income for the Minerals Group. For 1994 and 1993,
the loss per share, assuming full dilution, is considered to be the same as
primary since the effect of common stock equivalents and the preferred stock
conversion would be antidilutive.
The shares of Brink's Stock, Burlington Stock and Minerals Stock held in The
Pittston Company Employee Benefits Trust (Note 9) are evaluated for inclusion in
the calculations of net income per common share under the treasury stock method
and had no dilutive effect.
USE OF ESTIMATES
In accordance with generally accepted accounting principles, management of the
Company has 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 financial statements. Actual results could differ
from those estimates.
PENDING ACCOUNTING CHANGES
The Company is required to implement a new accounting standard, Statement of
Financial Accounting Standards ("SFAS") No. 121, "Accounting for the Impairment
of Long-Lived Assets and for Long-Lived Assets to Be Disposed Of", in 1996. SFAS
No. 121 requires companies to review long-lived assets and certain identifiable
intangibles to be held and used by an entity for impairment whenever
circumstances indicate that the carrying amount of an asset may not be
recoverable. SFAS No. 121 requires companies to utilize a two-step approach to
determining whether impairment of such assets has occurred and, if so, the
amount of such impairment. Although the Company is still reviewing the impact of
adopting SFAS No. 121, it is estimated that the Company's Coal operations will
incur a pretax charge to earnings of $25,000 to $30,000 as of January 1, 1996.
The Company is required to implement a new accounting standard, SFAS No. 123,
"Accounting for Stock Based Compensation", in 1996. SFAS No. 123 establishes
financial accounting and reporting standards for stock-based employee
compensation plans. Although SFAS No. 123 encourages adoption of a fair value
based method of accounting for all employee stock compensation plans, it allows
entities to continue to measure compensation cost for those plans using the
intrinsic value based method of accounting prescribed by
71
<PAGE>
<PAGE>
Accounting Principles Board Opinion ("APB") No. 25, "Accounting for Stock Issued
to Employees" with disclosure of net income and earnings per share as if the
fair value based method of accounting is applied. The Company expects to
continue to account for its stock compensation plans according to APB No. 25
with the disclosure of the impact on net income and earnings per share as if the
fair value based method of accounting is applied.
2. FINANCIAL INSTRUMENTS
Financial instruments which potentially subject the Company to concentrations of
credit risk consist principally of cash and cash equivalents, short-term
investments and trade receivables. The Company places its cash and cash
equivalents and short-term investments with high credit qualified financial
institutions and, by policy, limits the amount of credit exposure to any one
financial institution. Concentrations of credit risk with respect to trade
receivables are limited due to the large number of customers comprising the
Company's customer base, and their dispersion across many different industries
and geographic areas.
The following details the fair values of financial instruments for which it is
practicable to estimate the value:
CASH AND CASH EQUIVALENTS AND SHORT-TERM INVESTMENTS
The carrying amounts approximate fair value because of the short maturity of
these instruments.
DEBT
The aggregate fair value of the Company's long-term debt obligations, which is
based upon quoted market prices and rates currently available to the Company for
debt with similar terms and maturities, approximates the carrying amount.
OFF-BALANCE SHEET INSTRUMENTS
The Company enters into various off-balance sheet financial instruments, as
discussed below, to hedge its foreign currency and other market exposures. The
risk that counterparties to such instruments may be unable to perform is
minimized by limiting the counterparties to major financial institutions. The
Company does not expect any losses due to such counterparty default.
Foreign currency forward contracts -- The Company enters into foreign currency
forward contracts with a duration of up to 360 days as a hedge against
liabilities denominated in various currencies. These contracts do not subject
the Company to risk due to exchange rate movements because gains and losses on
these contracts offset losses and gains on the liabilities being hedged. At
December 31, 1995, the total notional value of foreign currency forward
<PAGE>
contracts outstanding was $10,536. As of such date, the fair value of foreign
currency forward contracts was not significant.
Gold contracts --In order to protect itself against downward movements in gold
prices, the Company hedges a portion of its recoverable proved and probable
reserves primarily through forward sales contracts. At December 31, 1995, 51,865
ounces of gold, representing approximately 25% of the Company's recoverable
proved and probable reserves, were sold forward under forward sales contracts
that mature periodically through mid-1998, with a total notional value of
$22,947. Because only a portion of its future production is currently sold
forward, the Company can take advantage of increases, if any, in the spot price
of gold. At December 31, 1995, the fair value of the Company's forward sales
contracts amounted to $1,336.
Fuel contracts--The Company has hedged a portion of its jet fuel requirements
through a swap contract. At December 31, 1995, the notional value of the jet
fuel swap, aggregating 11.2 million gallons, through mid-1996, was $5,767. In
addition, the Company has entered into several commodity options transactions
that are intended to protect against significant increases in jet fuel prices.
These transactions, aggregate 10.8 million gallons with a notional value of
$6,480 and are applicable throughout the first half of 1996. The Company has
also entered into a collar transaction, applicable to 6.0 million gallons that
provides for a minimum and maximum per gallon price. This transaction is settled
monthly based upon the average of the high and low prices during each period.
The fair value of these fuel hedge transactions may fluctuate over the course of
the contract period due to changes in the supply and demand for oil and refined
products. Thus, the economic gain or loss, if any, upon settlement of the
contracts may differ from the fair value of the contracts at an interim date. At
December 31, 1995, the fair value of these contracts was not significant.
Interest rate contracts--In connection with the aircraft leasing by Burlington,
the Company has entered into an interest rate swap agreement. This variable to
fixed interest rate swap agreement had a notional value of $30,000 and fixes the
Company's interest rate at 7.05% through January 2, 1998. Given the decline in
the base variable rate subsequent to when the agreement was entered into, the
cost to the Company to terminate the agreement, would have been $1,195 on
December 31, 1995.
As further discussed in Note 7, in 1994 and 1995, the Company entered into
variable to fixed interest rate swap agreements with a notional amount at
December 31, 1995 aggregating $55,000. At December 31, 1995, the fair value of
these contracts was not significant.
72
<PAGE>
3. ACCOUNTS RECEIVABLE TRADE
For each of the years in the three-year period ended December 31, 1995, the
Company maintained agreements with financial institutions whereby it had the
right to sell certain coal receivables to those institutions. Certain agreements
contained provisions for sales with recourse and other agreements had limited
recourse. In 1995 and 1993 total coal receivables of approximately $25,092 and
$16,143, respectively, were sold under such agreements. No receivables were sold
in 1994. As of December 31, 1995 receivables sold which remained to be collected
totaled $5,222.
4. PROPERTY, PLANT AND EQUIPMENT
Property, plant and equipment, at cost consists of the following:
<TABLE>
<CAPTION>
December 31
1995 1994
- ----------------------------------------------------
<S> <C> <C>
Bituminous coal lands $109,400 102,392
Land, other than coal lands 27,605 29,914
Buildings 98,441 77,287
Machinery and equipment 688,068 630,901
- ----------------------------------------------------
Total $923,514 840,494
====================================================
</TABLE>
The estimated useful lives for property, plant and equipment are as follows:
<TABLE>
<CAPTION>
Years
- -------------------------------------------------------
<S> <C>
Buildings 10 to 40
Machinery and equipment 2 to 30
</TABLE>
Depreciation and depletion of property, plant and equipment aggregated $80,087
in 1995, $74,270 in 1994 and $63,953 in 1993.
Capitalized mine development costs totaled $10,118 in 1995, $11,908 in 1994 and
$2,181 in 1993.
Changes in capitalized subscriber installation costs for home security systems
were as follows:
<TABLE>
<CAPTION>
Year Ended December 31
1995 1994 1993
- -----------------------------------------------------------------------
<S> <C> <C> <C>
Capitalized subscriber installation costs--
beginning of year $81,445 65,785 54,668
Capitalized cost of security system
installations 44,488 32,309 23,972
Depreciation, including amounts recognized
to fully depreciate capitalized costs for
installations disconnected during the year (20,597) (16,649) (12,855)
- ------------------------------------------------------------------------
Capitalized subscriber installation costs--
end of year $105,336 81,445 65,785
========================================================================
</TABLE>
<PAGE>
New subscribers were 82,600 in 1995, 75,200 in 1994 and 59,700 in 1993.
As of January 1, 1992, BHS elected to capitalize categories of costs not
previously capitalized for home security system installations. This change in
accounting principle is preferable because it more accurately reflects
subscriber installation costs. The additional costs not previously capitalized
consisted of costs for installation labor and related benefits for supervisory,
installation scheduling, equipment testing and other support personnel (in the
amount of $3,122 in 1995, $2,645 in 1994 and $2,567 in 1993) and costs incurred
in maintaining facilities and vehicles dedicated to the installation process (in
the amount of $2,074 in 1995, $1,492 in 1994 and $1,484 in 1993). The effect of
this change in accounting principle was to increase operating profit of the
consolidated group and the BHS segment in 1995, 1994 and 1993 by $5,196, $4,137
and $4,051, respectively, and net income of the Company and the Brink's Group in
1995, 1994 and 1993 by $3,123, $2,486 and $2,435, respectively, or by $0.08 per
share in 1995 and $0.07 per share in 1994 and 1993. Prior to January 1, 1992,
the records needed to identify such costs were not available. Thus, it was
impossible to accurately calculate the effect on retained earnings as of January
1, 1992. However, the Company believes the effect on retained earnings as of
January 1, 1992, was immaterial.
Because capitalized subscriber installation costs for prior periods were not
adjusted for the change in accounting principle, installation costs for
subscribers in those years will continue to be depreciated based on the lesser
amounts capitalized in prior periods. Consequently, depreciation of capitalized
subscriber installation costs in the current year and until such capitalized
costs prior to January 1, 1992, are fully depreciated will be less than if such
prior periods' capitalized costs had been adjusted for the change in accounting.
However, the Company believes the effect on net income in 1995, 1994 and 1993
was immaterial.
5. INTANGIBLES
Intangibles consist entirely of the excess of cost over fair value of net assets
of companies acquired and are net of accumulated amortization of $86,420 at
December 31, 1995 and $75,649 at December 31, 1994. The estimated useful life of
intangibles is generally forty years. Amortization of intangibles aggregated
$10,352 in 1995, $9,686 in 1994 and $7,126 in 1993.
73
<PAGE>
<PAGE>
6. INCOME TAXES
The provision (credit) for income taxes consists of the following:
<TABLE>
<CAPTION>
U.S.
Federal Foreign State Total
- -------------------------------------------------------
<S> <C> <C> <C> <C>
1995:
Current $ 10,717 6,039 4,493 21,249
Deferred 13,797 (1,866) (816) 11,115
- -------------------------------------------------------
Total $ 24,514 4,173 3,677 32,364
- -------------------------------------------------------
1994:
Current $ 7,563 5,956 5,686 19,205
Deferred (20,238) 2,696 (235) (17,777)
- -------------------------------------------------------
Total $(12,675) 8,652 5,451 1,428
- -------------------------------------------------------
1993:
Current $ 16,385 9,705 3,353 29,443
Deferred (20,719) (7,939) (777) (29,435)
- -------------------------------------------------------
Total $ (4,334) 1,766 2,576 8
- -------------------------------------------------------
</TABLE>
The significant components of the deferred tax expense (benefit) were as
follows:
<TABLE>
<CAPTION>
1995 1994 1993
- ---------------------------------------------------------------------------
<S> <C> <C> <C>
Deferred tax expense (benefit),exclusive
of the components listed below $16,376 (16,869) (33,157)
Net operating loss carryforwards (2,911) (393) 1,793
Alternative minimum tax credits (2,603) 1,147 4,826
Change in the valuation allowance for
deferred tax assets 253 (1,662) (1,397)
Adjustment to deferred tax assets and
liabilities for the change in the U.S.
federal tax rate -- -- (1,500)
- ----------------------------------------------------------------------------
Total $11,115 (17,777) (29,435)
- ----------------------------------------------------------------------------
</TABLE>
The tax benefit for compensation expense related to the exercise of certain
employee stock options for tax purposes in excess of compensation expense for
financial reporting purposes is recognized as an adjustment to shareholders'
equity.
The components of the net deferred tax asset as of December 31, 1995 and
December 31, 1994 were as follows:
<TABLE>
<CAPTION>
1995 1994
- --------------------------------------------------------------------------------
<S> <C> <C>
Deferred tax assets:
Accounts receivable $ 5,344 5,522
Postretirement benefits other than pensions 95,777 94,430
Workers' compensation and other claims 56,694 58,285
Other liabilities and reserves 104,226 104,382
Miscellaneous 11,162 9,975
Net operating loss carryforwards 11,603 8,692
Alternative minimum tax credits 33,793 30,884
Valuation allowance (8,446) (8,193)
- --------------------------------------------------------------------------------
Total deferred tax asset 310,153 303,977
- --------------------------------------------------------------------------------
Deferred tax liabilities:
Property, plant and equipment 52,598 55,095
Pension assets 48,669 47,159
Other assets 12,934 4,217
Investments in foreign affiliates 11,478 11,965
Miscellaneous 74,009 64,513
- --------------------------------------------------------------------------------
Total deferred tax liability 199,688 182,949
- --------------------------------------------------------------------------------
Net deferred tax asset $110,465 121,028
- --------------------------------------------------------------------------------
</TABLE>
<PAGE>
The valuation allowance relates to deferred tax assets in certain foreign and
state jurisdictions.
Based on the Company's historical and expected taxable earnings, management
believes it is more likely than not that the Company will realize the benefit of
the existing deferred tax asset at December 31, 1995.
The following table accounts for the difference between the actual tax provision
and the amounts obtained by applying the statutory U.S. federal income tax rate
of 35% in 1995, 1994 and 1993 to the income (loss) before income taxes.
<TABLE>
<CAPTION>
Year Ended December 31
1995 1994 1993
- --------------------------------------------------------------------------------
Income (loss) before income taxes:
United States $ 97,989 (16,517) (7,329)
Foreign 32,347 44,842 21,483
- --------------------------------------------------------------------------------
Total $ 130,336 28,325 14,154
- --------------------------------------------------------------------------------
<S> <C> <C> <C>
Tax provision computed at statutory rate $ 45,618 9,914 4,954
Increases (reductions) in taxes due to:
Percentage depletion (9,861) (9,313) (7,598)
State income taxes (net of federal
tax benefit) 1,664 5,043 1,924
Goodwill amortization 2,825 2,437 3,055
Difference between total taxes on
foreign income and the U.S.
federal statutory rate (6,261) (6,111) (118)
Change in the valuation allowance for
deferred tax assets 253 (1,662) (1,397)
Adjustment to deferred tax assets and
liabilities for the change in the U.S.
federal tax rate -- -- (1,500)
Miscellaneous (1,874) 1,120 688
- --------------------------------------------------------------------------------
Actual tax provision $ 32,364 1,428 8
- --------------------------------------------------------------------------------
</TABLE>
It is the policy of the Company to accrue deferred income taxes on temporary
differences related to the financial statement carrying amounts and tax bases of
investments in foreign subsidiaries and affiliates which are expected to reverse
in the foreseeable future. As of December 31, 1995 and December 31, 1994 the
unrecognized deferred tax liability for temporary differences of approximately
$38,871 and $56,697, respectively, related to investments in foreign
subsidiaries and affiliates that are essentially permanent in nature and not
expected to reverse in the foreseeable future was approximately $13,605 and
$19,844, respectively.
The Company and its domestic subsidiaries file a consolidated U.S. federal
income tax return.
As of December 31, 1995, the Company had $33,793 of alternative minimum tax
credits available to offset future U.S. federal income taxes and, under current
tax law, the carryforward period for such credits is unlimited.
The tax benefit of net operating loss carryforwards as at December 31, 1995 was
$11,603 and related to various state and foreign taxing jurisdictions. The
expiration periods primarily range from 5 to 15 years.
74
<PAGE>
<PAGE>
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
7. LONG-TERM DEBT
Consists of the following:
<TABLE>
<CAPTION>
As of December 31
1995 1994
- --------------------------------------------------------------------------------
<S> <C> <C>
Senior obligations:
U.S. dollar term loan due 2000 (year-end
rate 6.56% in 1995 and 6.48% in 1994) $100,000 100,000
Revolving credit notes due 2000 (5.75% in 1994) -- 9,400
U.S. dollar term loan due 1996 to 1997
(6.44% in 1995 and 6.50% in 1994) 1,582 3,451
Canadian dollar term loan due 1999 (7.50% in
1995 and 6.19% in 1994) 2,932 2,852
All other 10,335 2,562
- --------------------------------------------------------------------------------
114,849 118,265
- --------------------------------------------------------------------------------
Subordinated obligations:
4% subordinated debentures due 1997 14,348 14,648
Obligations under capital leases (average rates
10.10% in 1995 and 9.08% in 1994) 4,086 5,158
- --------------------------------------------------------------------------------
Total long-term debt, less current maturities $133,283 138,071
- --------------------------------------------------------------------------------
</TABLE>
For the four years through December 31, 2000, minimum repayments of long-term
debt outstanding are as follows:
1997 $19,846
1998 6,049
1999 2,094
2000 101,161
In March 1994, the Company entered into a $350,000 credit agreement with a
syndicate of banks (the "Facility"). The Facility included a $100,000 five-year
term loan, which originally matured in March 1999. The Facility also permitted
additional borrowings, repayments and reborrowings of up to an aggregate of
$250,000 initially until March 1999. In March 1995, the Facility was amended to
extend the maturity of the term loan to May 2000 and to permit the additional
borrowings, repayments and reborrowings until May 2000. Interest on borrowings
under the Facility is payable at rates based on prime, certificate of deposit,
Eurodollar or money market rates.
In 1994, the Company entered into a standard three year variable to fixed
interest rate swap agreement on a portion of the Company's U.S. dollar term
loan. This agreement fixed the Company's interest rate at 5% on initial
borrowings of $40,000 in principal. The principal amount to which the 5%
interest rate applies declines periodically throughout the term of the
agreement, and at December 31, 1995, this rate applied to borrowings of $25,000
in principal. In addition, during 1995, the Company entered into two other
variable to fixed interest rate swap agreements. One agreement fixes the
Company's interest rate at 5.80% on $20,000 in principal for a term of three
years. The other agreement fixes the Company's interest rate at 5.66% for a term
of 21 months on $10,000 in principal, which increases to $20,000 during the
term.
The U.S. dollar term loan due 1996 to 1997 bears interest based on the
Eurodollar rate.
<PAGE>
The Canadian dollar term loan to a wholly-owned indirect subsidiary of
Burlington bears interest based on Canadian prime or Bankers' Acceptance rates
or, if converted to a U.S. dollar loan, based on Eurodollar or Federal Funds
rates. The loan is guaranteed by the Company.
The 4% subordinated debentures due July 1, 1997, are exchangeable only for cash,
at the rate of $157.80 per $1,000 debenture. The debentures are redeemable at
the Company's option, in whole or in part, at any time prior to maturity, at
redemption prices equal to 100% of principal amount. In 1995, the Company
redeemed $300 in principal of its 4% subordinated debentures.
On April 15, 1994, the Company redeemed all of the 9.2% convertible subordinated
debentures due July 1, 2004, at a premium of $767. The premium has been included
in the 1994 Consolidated Statement of Operations in "Other income (expense),
net".
Various international subsidiaries maintain lines of credit and overdraft
facilities aggregating approximately $110,000 with a number of banks on either a
secured or unsecured basis.
Under the terms of some of its debt instruments, the Company has agreed to
various restrictions relating to the payment of dividends, the repurchase of
capital stock, the maintenance of consolidated net worth, and the amount of
additional funded debt which may be incurred. Allowable restricted payments for
dividends and stock repurchases aggregated $251,915 at December 31, 1995. Under
the terms of the Facility, the Company has agreed to maintain at least $300,000
of Consolidated Net Worth, as defined, and can incur additional indebtedness of
approximately $450,000.
At December 31, 1995, the Company had outstanding unsecured letters of credit
totaling $87,980 primarily supporting the Company's obligations under its
various self-insurance programs.
8. STOCK OPTIONS
The Company grants options under its 1988 Stock Option Plan (the "1988 Plan") to
executives and key employees and under its Non-Employee Directors' Stock Option
Plan (the "Non-Employee Plan") to outside directors to purchase common stock at
a price not less than 100% of quoted market value at date of grant. As part of
the Services Stock Proposal (Note 9), the 1988 and Non-Employee Plans were
amended to permit option grants to be made to optionees with respect to either
Services Stock or Minerals Stock, or both.
75
<PAGE>
<PAGE>
The Company's 1979 Stock Option Plan (the 1979 Plan") and 1985 Stock Option
Plan (the "1985 Plan") terminated in 1985 and 1988, respectively, except as to
options still outstanding.
Upon approval of the Services Stock Proposal in 1993 a total of 2,228,225 shares
of common stock were subject to options outstanding under the 1988 Plan, the
Non-Employee Plan, the 1979 Plan and the 1985 Plan. Pursuant to antidilution
provisions in the option agreements covering such options, the Company converted
these options into options for shares of Services Stock or Minerals Stock, or
both, depending primarily on the employment status and responsibilities of the
particular optionee. In the case of optionees having Company-wide
responsibilities, each outstanding option was converted into options for both
Services Stock and Minerals Stock. In the case of other optionees, each
outstanding option was converted into a new option for only Services Stock or
Minerals Stock, as the case may be. As a result, 2,167,247 shares of Services
Stock and 507,698 shares of Minerals Stock were subject to options outstanding
as of the effective date of the Services Stock Proposal.
The table below summarizes the activity in all plans.
<TABLE>
<CAPTION>
Aggregate
No. of Option
Shares Price
- --------------------------------------------------------------------
<S> <C> <C>
THE PITTSTON COMPANY COMMON STOCK OPTIONS:
Granted:
1993 17,500 $ 294
Became exercisable:
1993 468,250 7,749
Exercised:
1993 377,191 5,379
PITTSTON SERVICES GROUP COMMON STOCK OPTIONS:
Outstanding:
12/31/95 2,398,422 50,528
12/31/94 1,990,197 38,401
Granted:
1995 586,500 14,595
1994 73,000 2,018
Became exercisable:
1995 337,063 6,790
1994 421,030 7,593
Exercised:
1995 170,982 2,289
1994 421,302 5,567
PITTSTON MINERALS GROUP COMMON STOCK OPTIONS:
Outstanding:
12/31/95 597,797 9,359
12/31/94 507,323 9,571
Granted:
1995 258,300 2,665
1994 23,000 431
Became exercisable:
1995 53,617 1,160
1994 108,259 1,978
Exercised:
1995 95,129 1,203
1994 128,667 1,765
</TABLE>
At December 31, 1995, a total of 1,285,931 shares of Services Stock and 214,163
shares of Minerals Stock were exercisable. In addition, there were 3,463,094
<PAGE>
shares of Services Stock and 629,279 shares of Minerals Stock reserved for
issuance under the plans, including 1,064,672 shares of Services Stock and
31,482 shares of Minerals Stock reserved for future grant.
As part of the Brink's Stock Proposal (Note 9), the 1988 and Non-Employee Plans
were amended to permit option grants to be made to optionees with respect to
Brink's Stock or Burlington Stock in addition to Minerals Stock. Upon approval
of the Brink's Stock Proposal, a total of 2,383,422 shares of Services Stock
were subject to options outstanding under the 1988 Plan, the Non-Employee Plan,
the 1979 Plan and the 1985 Plan. Pursuant to antidilution provisions in the
option agreements covering such plans, the Company converted these options into
options for shares of Brink's Stock or Burlington Stock, or both, depending on
the employment status and responsibilities of the particular optionee. In the
case of optionees having Company-wide responsibilities, each outstanding
Services Stock option was converted into options for both Brink's Stock and
Burlington Stock. In the case of other optionees, each outstanding option was
converted into a new option only for Brink's Stock or Burlington Stock, as the
case may be. As a result, upon approval of the Brink's Stock Proposal, 1,749,822
shares of Brink's Stock and 1,989,466 shares of Burlington Stock were subject to
options.
9. CAPITAL STOCK
On July 26, 1993, the shareholders of the Company approved the Services Stock
Proposal, as described in the Company's proxy statement dated June 24, 1993,
resulting in the reclassification of the Company's common stock. The outstanding
shares of Company common stock were redesignated as Services Stock on a
share-for-share basis and a second class of common stock, designated as Minerals
Stock, was distributed on the basis of one-fifth of one share of Minerals Stock
for each share of the Company's previous common stock held by shareholders of
record on July 26, 1993.
On January 18, 1996, the shareholders of Company approved the Brink's Stock
Proposal, as described in the Company's proxy statement dated December 15, 1995,
resulting in the modification, effective as of January 19, 1996, of the capital
structure of the Company to include an additional class of common stock. The
outstanding shares of Services Stock were redesignated as Brink's Stock on a
share-for-share basis, and a new class of common stock, designated as Burlington
Stock, was distributed on the basis of one-half share of Burlington Stock for
each share of Services Stock previously held by shareholders of record on
January 19, 1996. Minerals Stock, Brink's Stock and Burlington Stock are
designed to provide shareholders with separate securities reflecting the
performance of the Minerals Group, Brink's Group and the Burlington Group,
respectively, without diminishing the benefits of remaining a single corporation
or precluding future transactions affecting any Group.
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<PAGE>
The Company, at any time, has the right to exchange each outstanding share of
Burlington Stock for shares of Brink's Stock (or, if no Brink's Stock is then
outstanding, Minerals Stock) having a fair market value equal to 115% of the
fair market value of one share of Burlington Stock. In addition, upon the
disposition of all or substantially all of the properties and assets of the
Burlington Group to any person (with certain exceptions), the Company is
required to exchange each outstanding share of Burlington Stock for shares of
Brink's Stock (or, if no Brink's Stock is then outstanding, Minerals Stock)
having a fair market value equal to 115% of the fair market value of one share
of Burlington Stock.
The Company, at any time, has the right to exchange each outstanding share of
Minerals Stock, which was previously subject to exchange for shares of Services
Stock, for shares of Brink's Stock (or, if no Brink's Stock is then outstanding,
Burlington Stock) having a fair market value equal to 115% of the fair market
value of one share of Minerals Stock. In addition, upon the disposition of all
or substantially all of the properties and assets of the Minerals Group to any
person (with certain exceptions), the Company is required to exchange each
outstanding share of Minerals Stock for shares of Brink's Stock (or, if no
Brink's Stock is then outstanding, Burlington Stock) having a fair market value
equal to 115% of the fair market value of one share of Minerals Stock. If any
shares of the Company's Preferred Stock are converted after an exchange of
Minerals Stock for Brink's Stock (or Burlington Stock), the holder of such
Preferred Stock would, upon conversion, receive shares of Brink's Stock (or
Burlington Stock) in lieu of shares of Minerals Stock otherwise issuable upon
such conversion.
Holders of Brink's Stock at all times have one vote per share. Holders of
Burlington Stock and Minerals Stock have one and 0.626 votes per share,
respectively, subject to adjustment on January 1, 1998, and on each January 1
every two years thereafter in such a manner so that each class' share of the
aggregate voting power at such time will be equal to that class' share of the
aggregate market capitalization of the Company's common stock at such time.
Accordingly, on each adjustment date, each share of Burlington Stock and
Minerals Stock may have more than, less than or continue to have the number of
votes per share as they have. Holders of Brink's Stock, Burlington Stock and
Minerals Stock vote together as a single voting group on all matters as to which
all common shareholders are entitled to vote. In addition, as prescribed by
Virginia law, certain amendments to the Articles of Incorporation affecting,
among other things, the designation, rights, preferences or limitations of one
class of common stock, or certain mergers or statutory share exchanges, must be
approved by the holders of such class of common stock, voting as a group, and,
in certain circumstances, may also have to be approved by the holders of the
other classes of common stock, voting as separate voting groups.
<PAGE>
In the event of a dissolution, liquidation or winding up of the Company, the
holders of Brink's Stock, Burlington Stock and Minerals Stock, effective January
19, 1996, share on a per share basis an aggregate amount equal to 55%, 28% and
17%, respectively, of the funds, if any, remaining for distribution to the
common shareholders. In the case of Minerals Stock, such percentage has been
set, using a nominal number of shares of Minerals Stock of 4,202,954 (the
"Nominal Shares") in excess of the actual number of shares of Minerals Stock
outstanding, to ensure that the holders of Minerals Stock are entitled to the
same share of any such funds immediately following the consummation of the
transactions as they were prior thereto. These liquidation percentages are
subject to adjustment in proportion to the relative change in the total number
of shares of Brink's Stock, Burlington Stock and Minerals Stock, as the case may
be, then outstanding to the total number of shares of all other classes of
common stock then outstanding (which totals, in the case of Minerals Stock,
shall include the Nominal Shares).
In 1993, the Board of Directors (the "Board") authorized the repurchase of up to
1,250,000 shares of Services Stock and 250,000 shares of Minerals Stock from
time to time in the open market or in private transactions, as conditions
warrant, not to exceed an aggregate purchase price of $43,000. In November 1995,
the Board authorized an increase in the remaining purchase authority for
Minerals Stock to 1,000,000 shares and the purchase, subject to shareholder
approval of the Brink's Stock Proposal, of up to 1,500,000 shares of Brink's
Stock and up to 1,500,000 shares of Burlington Stock, not to exceed an aggregate
purchases price of $45,000 for all common shares of the Company. Prior to this
increased authorization, 117,300 shares of Minerals Stock at an aggregate cost
of $1,720 were repurchased, of which 78,800 shares at a total cost of $912 were
purchased in 1995, 19,700 shares at a total cost of $401 were purchased in 1994
and 18,800 shares at a total cost of $407 were purchased in 1993. Under the
share repurchase program in effect prior to the revised program, 401,900 shares
of Services Stock at an aggregate cost of $9,624 were repurchased, of which
145,800 shares at a total cost of $3,436 were purchased in 1995 and 256,100
shares at a total cost of $6,188 were purchased in 1994. No additional
repurchases were made during the remainder of 1995 subsequent to the
implementation of the revised program. The program to acquire shares in the open
market remains in effect in 1996.
The Company has authority to issue up to 2,000,000 shares of preferred stock,
par value $10 per share. In January 1994, the Company issued 161,000 shares of
its $31.25 Series C Cumulative Convertible Preferred Stock, par value $10 per
share (the "Convertible Preferred Stock"). The Convertible Preferred Stock pays
an annual cumulative dividend of $31.25 per share payable quarterly, in cash, in
arrears, out of all funds of the Company legally available therefore, when, as
and if declared by
77
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<PAGE>
the Board of Directors of the Company, and bears a liquidation preference of
$500 per share, plus an amount equal to accrued and unpaid dividends thereon.
Each share of the Convertible Preferred Stock is convertible at the option of
the holder at any time, unless previously redeemed or, under certain
circumstances, called for redemption, into shares of Minerals Stock at a
conversion price of $32.175 per share of Minerals Stock, subject to adjustment
in certain circumstances. Except under certain circumstances, the Convertible
Preferred Stock is not redeemable prior to February 1, 1997. On and after such
date, the Company may at its option, redeem the Convertible Preferred Stock, in
whole or in part, for cash initially at a price of $521.875 per share, and
thereafter at prices declining ratably annually on each February 1 to an amount
equal to $500.00 per share on and after February 1, 2004, plus in each case an
amount equal to accrued and unpaid dividends on the date of redemption. Except
under certain circumstances or as prescribed by Virginia law, shares of the
Convertible Preferred Stock are nonvoting. The voting rights of the Preferred
Stock were not affected by the Brink's Stock Proposal. Other than the
Convertible Preferred Stock, no shares of preferred stock are presently issued
or outstanding.
In 1994, the Board authorized the repurchase from time to time of up to $15,000
of Convertible Preferred Stock. In November 1995, the Board authorized an
increase in the remaining authority to $15,000. Prior to the increased
authorization, 24,720 shares at a total cost of $9,624 had been repurchased, of
which 16,370 shares at a total cost of $6,258 were purchased in 1995. No
additional share repurchases were made during the remainder of 1995 subsequent
to the increased authorization. The program to acquire shares remains in effect
in 1996.
Dividends paid on the Company's Convertible Preferred Stock commenced on March
1, 1994. In 1995 and 1994, dividends paid on such stock amounted to $4,397 and
$4,230, respectively. Preferred dividends included on the Company's Statements
of Operations for the years ended December 31, 1995 and 1994, are net of $1,593
and $632, respectively, which was the excess of the carrying amount of the
Convertible Preferred Stock over the cash paid to holders of the stock for
repurchases made during the year.
Under a Shareholder Rights Plan adopted by the Company's Board of Directors in
1987 and amended in December 1988, rights to purchase a new Series A
Participating Cumulative Preferred Stock (the "Series A Preferred Stock") of the
Company were distributed as a dividend at the rate of one right for each share
of the Company's common stock. Pursuant to both the Services Stock Proposal and
the Brink's Stock Proposal, the Shareholders Rights Plan was amended and
restated to reflect the change in the capital structure of the Company. Upon
approval of the Services Stock Proposal, each existing right was
<PAGE>
amended to become a Pittston Services Group right (a "Services Right") and
holders of Minerals Stock received one Pittston Minerals Group right (a
"Minerals Right") for each outstanding share of Minerals Stock. Upon approval of
the Brink's Stock Proposal, each existing Services Right was amended to become a
Pittston Brink's Group Right (a "Brink's Right") and each holder of Burlington
Stock received one Pittston Burlington Group Right (a Burlington Right") for
each outstanding share of Burlington Stock. Each Brink's Right, if and when it
becomes exercisable, will entitle the holder to purchase one-thousandth of a
share of Series A Preferred Stock at a purchase price of $26.67, subject to
adjustment. Each Burlington Right, if and when it becomes exercisable, will
entitle the holder to purchase one-thousandth of a share of Series D Preferred
Stock at a purchase price of $26.67, subject to adjustment. Each Minerals Right,
if and when it becomes exercisable, will entitle the holder to purchase
one-thousandth of a share of Series B Participating Cumulative Preferred Stock
(the "Series B Preferred Stock") at a purchase price of $40, subject to
adjustment. Each fractional share of Series A Preferred Stock and Series B
Preferred Stock will be entitled to participate in dividends and to vote on an
equivalent basis with one whole share of Brink's Stock, Burlington Stock and
Minerals Stock, respectively. Each right will not be exercisable until ten days
after a third party acquires 20% or more of the total voting rights of all
outstanding Brink's Stock, Burlington Stock and Minerals Stock or ten days after
commencement of a tender offer or exchange offer by a third party for 30% or
more of the total voting rights of all outstanding Brink's Stock, Burlington
Stock and Minerals Stock. If after the rights become exercisable, the Company is
acquired in a merger or other business combination, each right will entitle the
holder to purchase, for the purchase price, common stock of the surviving or
acquiring company having a market value of twice the purchase price. In the
event a third party acquires 30% or more of all outstanding Brink's Stock,
Burlington Stock and Minerals Stock or engages in one or more "self dealing"
transactions with the Company, the rights will entitle each holder to purchase,
at the purchase price, that number of fractional shares of Series A Preferred
Stock, Series D Preferred Stock and Series B Preferred Stock equivalent to the
number of shares of common stock which at the time of the triggering event would
have a market value of twice the purchase price. The rights may be redeemed by
the Company at a price of $0.01 per right and expire on September 25, 1997.
The Company's Articles of Incorporation limits dividends on Minerals Stock to
the lesser of (i) all funds of the Company legally available therefore (as
prescribed by Virginia law) and (ii) the Available Minerals Dividend Amount (as
defined in the Articles of Incorporation). At December 31, 1995, the Available
Minerals Dividend Amount was at least $24,870. Dividends on Minerals Stock are
also restricted by covenants in the Company's public indentures and bank credit
agreements (Note 7).
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<PAGE>
In December 1992, the Company formed The Pittston Company Employee Benefits
Trust (the "Trust") to hold shares of its common stock to fund obligations under
certain employee benefit programs. Upon formation of the Trust, the Company sold
for a promissory note of the Trust, 4,000,000 new shares of its common stock to
the Trust at a price equal to the fair value of the stock on the date of sale.
Upon approval of the Brink's Stock Proposal, 3,537,811 shares in the Trust were
redesignated as Brink's Stock and 1,768,906 shares of Burlington Stock were
distributed to the Trust. At December 31, 1995, 3,552,906 shares of Brink's
Stock (3,778,565 in 1994), 1,776,453 shares of Burlington Stock (1,889,283 in
1994) and 594,461 shares of Minerals Stock (723,218 in 1994) remained in the
Trust, valued at market. These shares will be voted by the trustee in the same
proportion as those voted by the Company's employees participating in the
Company's Savings Investment Plan. The fair market value of the shares is
included in each issue of common stock and capital in excess of par and, in
total, as a reduction to common shareholders' equity in the Company's
consolidated balance sheet.
10. ACQUISITIONS
During 1995, the Company acquired two small businesses, increased its investment
in an equity affiliate to a controlling interest and completed the integration
of its investments in certain businesses acquired on December 31, 1994, for an
aggregate purchase price of $2,157, including debt of $200. The acquisitions
have been accounted for as purchases; accordingly, the purchase price was
allocated to the underlying assets and liabilities based on their respective
estimated fair value at the date of acquisition. The fair value of the assets
acquired was $17,217 and liabilities assumed was $20,421. The excess of the
purchase price over the fair value of assets acquired and liabilities assumed
was $5,361 and is being amortized over a period of forty years. In addition,
during 1995, the Company made cash payments of $1,415 in the aggregate for
installment and contingency payments for acquisitions made in prior years.
During 1994, a wholly owned indirect subsidiary of the Company completed the
acquisition of substantially all of the coal mining operations and coal sales
contracts of Addington Resources, Inc. for $157,324. The acquisition has been
accounted for as a purchase; accordingly, the purchase price has been allocated
to the underlying assets and liabilities based on their respective estimated
fair value at the date of acquisition. The fair value of assets acquired was
$173,959 and liabilities assumed was $138,518. The excess of the purchase price
over the fair value of assets acquired and liabilities assumed was $121,883 and
is being amortized over a period of forty years.
<PAGE>
The acquisition was financed by the issuance of $80,500 of Convertible Preferred
Stock (Note 9) and additional borrowing under existing credit facilities. In
March 1994, the additional debt incurred for this acquisition was refinanced
with a portion of the proceeds from the five-year term loan (Note 7).
In addition, during 1994, the Company acquired several small businesses and made
a contingent payment related to an acquisition made in a prior year. Total
consideration paid was $5,938.
During 1993, the Company acquired one small business and made installment and
contingency payments related to other acquisitions made in prior years. The
total consideration paid was $1,435. The acquisition in 1993 has been accounted
for as a purchase and the purchase price was essentially equal to the fair value
of net assets acquired.
The results of operations of the companies acquired in 1995, 1994 and 1993 have
been included in the Company's results of operations from their date of
acquisition.
11. COAL JOINT VENTURE
The Company, through a wholly owned indirect subsidiary, entered into a
partnership agreement in 1982 with four other coal companies to construct and
operate coal port facilities in Newport News, Virginia, in the Port of Hampton
Roads (the "Facilities"). The Facilities commenced operations in 1984, and now
have an annual throughput capacity of 22 million tons, with a ground storage
capacity of approximately 2 million tons. The Company initially had an indirect
25% interest in the partnership, DTA. Initial financing of the Facilities was
accomplished through the issuance of $135,000 principal amount of revenue bonds
by the Peninsula Ports Authority of Virginia (the "Authority"), which is a
political subdivision of the Commonwealth of Virginia. In 1987, the original
revenue bonds were refinanced by the issuance of $132,800 of coal terminal
revenue refunding bonds of which two series of these bonds in the aggregate
principal amount of $33,200 were attributable to the Company. In 1990, the
Company acquired an additional indirect 7 1/2% interest in the DTA partnership,
increasing its ownership to 32 1/2%. With the increase in ownership, $9,960 of
the remaining four additional series of the revenue refunding bonds of $99,600
became attributable to the Company. In November 1992, all bonds attributable to
the Company were refinanced with the issuance of a new series of coal terminal
revenue refunding bonds in the aggregate principal amount of $43,160. The new
series of bonds bear a fixed interest rate of 7 3/8%. The Authority owns the
Facilities and leases them to DTA for the life of the bonds, which mature on
June 1, 2020. DTA may purchase the Facilities for $1 at the end of the lease
term. The obligations of the partners are several, and not joint.
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<PAGE>
Under loan agreements with the Authority, DTA is obligated to make payments
sufficient to provide for the timely payment of the principal of and interest on
the bonds of the new series. Under a throughput and handling agreement, the
Company has agreed to make payments to DTA that in the aggregate will provide
DTA with sufficient funds to make the payments due under the loan agreements and
to pay the Company's share of the operating costs of the Facilities. The Company
has also unconditionally guaranteed the payment of the principal of and premium,
if any, and the interest on the new series of bonds. Payments for operating
costs aggregated $6,841 in 1995, $7,173 in 1994 and $7,949 in 1993. The Company
has the right to use 32 1/2% of the throughput and storage capacity of the
Facilities subject to user rights of third parties which pay the Company a fee.
The Company pays throughput and storage charges based on actual usage at per ton
rates determined by DTA.
12. LEASES
The Company and its subsidiaries lease aircraft, facilities, vehicles, computers
and coal mining and other equipment under long-term operating leases with
varying terms, and most of the leases contain renewal and/or purchase options.
As of December 31, 1995, aggregate future minimum lease payments under
noncancellable operating leases were as follows:
<TABLE>
<CAPTION>
Equipment
Aircraft Facilities & Other Total
- --------------------------------------------------------
<S> <C> <C> <C> <C>
1996 $27,585 35,345 29,325 92,255
1997 27,727 30,176 20,996 78,899
1998 11,559 24,866 13,793 50,218
1999 6,744 21,244 5,936 33,924
20000 -- 18,154 2,656 20,810
2001 -- 15,415 1,240 16,655
2002 -- 12,216 622 12,838
2003 -- 11,402 425 11,827
2004 -- 10,885 4,138 15,023
2005 -- 8,699 6 8,705
Later Years -- 57,118 6 57,124
- --------------------------------------------------------
Total $73,615 245,520 79,143 398,278
- --------------------------------------------------------
</TABLE>
These amounts are net of aggregate future minimum noncancellable sublease
rentals of $466.
A wholly-owned subsidiary of the Company entered into a transaction covering
various leases which provided for the replacement of four B707 aircraft with
four DC8-71 aircraft and completed an evaluation of other fleet related costs.
The net effect of this transaction, which was reflected in the 1993 financial
statements, did not have a material impact on operating profit.
Rent expense amounted to $120,583 in 1995, $110,414 in 1994 and $91,439 in 1993
and is net of sublease rentals of $539, $800 and $862, respectively.
<PAGE>
The Company incurred capital lease obligations of $2,948 in 1995, $3,152 in 1994
and $1,601 in 1993. In addition, in 1994 the Company assumed capital lease
obligations of $16,210 as part of the acquisition of the coal operations of
Addington Resources, Inc. (Note 10). As of December 31, 1995, the Company's
obligations under capital leases were not significant.
13. EMPLOYEE BENEFIT PLANS
The Company and its subsidiaries maintain several noncontributory defined
benefit pension plans covering substantially all nonunion employees who meet
certain minimum requirements. Benefits of most of the plans are based on salary
and years of service. The Company's policy is to fund the actuarially determined
amounts necessary to provide assets sufficient to meet the benefits to be paid
to plan participants in accordance with applicable regulations. The net pension
expense (credit) for 1995, 1994 and 1993 for all plans is as follows:
<TABLE>
<CAPTION>
Year Ended December 31
1995 1994 1993
- --------------------------------------------------------------------------------
<S> <C> <C> <C>
Accumulated postretirement benefits
earned during year $ 11,193 12,169 9,680
Interest cost on projected benefit obligation 21,429 19,781 19,098
Loss (return) on assets--actual (77,368) 576 (46,089)
(Loss) return on assets--deferred 43,139 (33,601) 16,154
Other amortization, net (803) 1,441 (440)
- --------------------------------------------------------------------------------
Net pension expense (credit) $ (2,410) 366 (1,597)
- --------------------------------------------------------------------------------
</TABLE>
The assumptions used in determining the net pension expense (credit) for the
Company's major pension plan were as follows:
<TABLE>
<CAPTION>
1995 1994 1993
- --------------------------------------------------------------------------------
<S> <C> <C> <C>
Interest cost on projected benefit obligation 8.75% 7.5% 9.0%
Expected long-term rate of return on assets 10.0% 10.0% 10.0%
Rate of increase in compensation levels 4.0% 4.0% 5.0%
</TABLE>
The funded status and prepaid pension expense at December 31, 1995 and 1994 for
all plans are as follows:
<TABLE>
<CAPTION>
1995 1994
- --------------------------------------------------------------------------------
<S> <C> <C>
Actuarial present value of accumulated benefit obligation:
Vested $ 263,992 198,510
Nonvested 14,644 12,652
- --------------------------------------------------------------------------------
278,636 211,162
Benefits attributable to projected salaries 40,854 33,777
- --------------------------------------------------------------------------------
Projected benefit obligation 319,490 244,939
Plan assets at fair value 406,923 339,973
- --------------------------------------------------------------------------------
Excess of plan assets over projected benefit obligation 87,433 95,034
Unamortized initial net asset (3,642) (4,499)
Unrecognized experience loss 35,820 24,247
Unrecognized prior service cost 1,764 1,963
- --------------------------------------------------------------------------------
Net pension assets 121,375 116,745
Current pension liability 2,368 2,208
- --------------------------------------------------------------------------------
Deferred pension asset per balance sheet $ 123,743 118,953
- --------------------------------------------------------------------------------
</TABLE>
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<PAGE>
For the valuation of pension obligations and the calculation of the funded
status, the discount rate was 7.5% in 1995 and 8.75% in 1994. The expected
long-term rate of return on assets was 10% in both years. The rate of increase
in compensation levels used was 4% in 1995 and 1994.
The unrecognized initial net asset at January 1, 1986 (January 1, 1989 for
certain foreign pension plans), the date of adoption of Statement of Financial
Accounting Standards No. 87, has been amortized over the estimated remaining
average service life of the employees. As of December 31, 1995, approximately
69% of plan assets were invested in equity securities and 31% in fixed income
securities.
Under the 1990 collective bargaining agreement with the United Mine Workers of
America ("UMWA"), the Company has made payments, based on hours worked, into an
escrow account established for the benefit of union employees (Note 17). The
total amount accrued and escrowed by the Company's coal operations under this
agreement as at December 31, 1995 and 1994, was $26,046 and $23,120,
respectively. The amount escrowed and accrued is included in "Short-term
investments" and "Miscellaneous accrued liabilities".
The Company and its subsidiaries also provide certain postretirement health care
and life insurance benefits for eligible active and retired employees in the
United States and Canada.
For the years 1995, 1994 and 1993, the components of periodic expense for these
postretirement benefits were as follows:
<TABLE>
<CAPTION>
Year Ended December 31
1995 1994 1993
- --------------------------------------------------------------------------------
<S> <C> <C> <C>
Service cost--benefits earned during year $ 1,720 2,446 2,695
Interest cost on accumulated postretirement
benefit obligation 19,957 21,429 21,485
Amortization of (gains) losses (15) 2,804 393
- --------------------------------------------------------------------------------
Total expense $ 21,662 26,679 24,573
- --------------------------------------------------------------------------------
</TABLE>
Interest costs on the accumulated postretirement benefit obligation were based
upon rates of 8.75% in 1995, 7.5% in 1994 and 9% in 1993.
At December 31, 1995 and 1994, the actuarial and recorded liabilities for these
postretirement benefits, none of which have been funded, were as follows:
<TABLE>
<CAPTION>
Year Ended December 31
1995 1994
- --------------------------------------------------------------------------------
<S> <C> <C>
Accumulated postretirement benefit obligation:
Retirees $ 232,418 217,307
Fully eligible active plan participants 25,211 22,203
Other active plan participants 29,417 19,449
- --------------------------------------------------------------------------------
287,046 258,959
Unrecognized experience loss (48,113) (22,928)
- --------------------------------------------------------------------------------
Liability included on the balance sheet 238,933 236,031
Less current portion 19,038 17,293
- --------------------------------------------------------------------------------
Noncurrent liability for postretirement
health care and life insurance benefits $ 219,895 218,738
- --------------------------------------------------------------------------------
</TABLE>
<PAGE>
The accumulated postretirement benefit obligation was determined using the unit
credit method and an assumed discount rate of 7.5% in 1995 and 8.75% in 1994.
The assumed health care cost trend rate used in 1995 was 9% for pre-65 retirees,
grading down to 5% in the year 2001. For post-65 retirees, the assumed trend
rate in 1995 was 7%, grading down to 5% in the year 2001. The assumed Medicare
cost trend rate used in 1995 was 7%, grading down to 5% in the year 2001.
A percentage point increase each year in the assumed health care cost trend rate
used would have resulted in a $2,641 increase in the aggregate service and
interest components of expense for the year 1995, and a $36,411 increase in the
accumulated postretirement benefit obligation at December 31, 1995.
The Company also sponsors a Savings-Investment Plan to assist eligible employees
in providing for retirement or other future financial needs. Employee
contributions are matched at rates of 50% to 125% up to 5% of compensation
(subject to certain limitations imposed by the Internal Revenue Code of 1986, as
amended). Contribution expense under the plan aggregated $6,324 in 1995, $5,848
in 1994 and $5,381 in 1993.
In 1994, the Company's shareholders approved the Employee Stock Purchase Plan,
whereby eligible employees could elect to purchase shares of Minerals Stock and
Services Stock, or both, at the lower of 85% of the fair market value as of
specified dates. Under this plan employees purchased 44,006 shares of Minerals
Stock for $374 and 57,002 shares of Services Stock for $1,152 in 1995 and 11,843
shares of Minerals Stock for $187 and 26,444 shares of Services Stock for $590
in 1994. Upon approval of the Brink's Stock Proposal, the Employee Stock
Purchase Plan was amended so as to permit eligible employees to purchase Brink's
Stock, Burlington Stock, Minerals Stock, or a combination, as they elect.
The Company sponsors other defined contribution benefit plans based on hours
worked, tons produced or other measurable factors. Contributions under all of
these plans aggregated $1,030 in 1995, $1,026 in 1994 and $918 in 1993.
In October 1992, the Coal Industry Retiree Health Benefit Act of 1992 (the
"Health Benefit Act") was enacted as part of the Energy Policy Act of 1992. The
Health Benefit Act established rules for the payment of future health care
benefits for thousands of retired union mine workers and their dependents. Part
of the burden for these payments was shifted by the Health Benefit Act from
certain coal producers, which had a contractual obligation to fund such
payments, to producers such as the Company which have collective bargaining
agreements with the UMWA that do not require such payments and to numerous other
companies which are no longer in the coal business. The Health Benefit Act
established a trust fund to which "signatory operators" and "related persons,"
including the Company and
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<PAGE>
<PAGE>
certain of its coal subsidiaries (the "Pittston Companies") are obligated to pay
annual premiums for assigned beneficiaries, together with a pro rata share for
certain beneficiaries who never worked for such employers ("unassigned
beneficiaries"), in amounts determined by the Secretary of Health and Human
Services on the basis set forth in the Health Benefit Act. For 1995, 1994 and
1993, these amounts, on a pretax basis, were approximately $10,800, $11,000 and
$9,100, respectively. The Company believes that the annual liability under the
Health Benefit Act for the Pittston Companies' assigned beneficiaries will
continue at approximately $10,000 per year for the next several years and should
begin to decline thereafter as the number of such assigned beneficiaries
decreases.
Based on the number of beneficiaries actually assigned by the Social Security
Administration, the Company estimates the aggregate pretax liability relating to
the Pittston Companies' assigned beneficiaries remaining at approximately
$220,000, which when discounted at 7.5% provides a present value estimate of
approximately $95,000.
The ultimate obligation that will be incurred by the Company could be
significantly affected by, among other things, increased medical costs,
decreased number of beneficiaries, governmental funding arrangements and such
federal health benefit legislation of general application as may be enacted. In
addition, the Health Benefit Act requires the Pittston Companies to fund, pro
rata according to the total number of assigned beneficiaries, a portion of the
health benefits for unassigned beneficiaries. At this time, the funding for such
health benefits is being provided from another source and for this and other
reasons the Pittston Companies' ultimate obligation for the unassigned
beneficiaries cannot be determined. The Company accounts for its obligations
under the Health Benefit Act as a participant in a multi-employer plan and
recognizes the annual cost on a pay-as-you-go basis.
14. RESTRUCTURING AND OTHER CHARGES, INCLUDING
LITIGATION ACCRUAL
The market for metallurgical coal, for most of the past fifteen years, has been
characterized by weak demand from primary steel producers and intense
competition from foreign coal producers, especially those in Australia and
Canada. Metallurgical coal sales contracts typically are subject to annual price
negotiations, which increase the risk of market forces. As a result of the
continuing long-term decline in the metallurgical coal markets, which was
further evidenced by significant price reductions in early 1994, Coal operations
accelerated its strategy of decreasing its exposure to these markets. After a
review of the economic viability of the remaining metallurgical coal assets in
early 1994, management determined that four underground mines were no longer
<PAGE>
economically viable and should be closed resulting in significant economic
impairment to three related preparation plants. In addition, it was determined
that one surface steam coal mine, the Heartland mine, which provided coal to
Alabama Power Company under a long-term sales agreement, would be closed due to
rising costs caused by unfavorable geological conditions.
As a result of these decisions, the Company incurred a pretax charge of $90,806
in 1994 ($58,116 after tax) which included a reduction in the carrying value of
these assets and related accruals for mine closure costs. These charges included
asset writedowns of $46,487 which reduced the book carrying value of such assets
to what management believes to be their net realizable value based on either
estimated sales or leasing of such property to unrelated third parties. In
addition, the charges included $3,836 for required lease payments owed to
lessors for machinery and equipment that would be idled as a result of the mine
and facility closures. The charges also included $19,290 for mine and plant
closure costs which represented estimates for reclamation and other
environmental costs to be incurred to bring the properties in compliance with
federal and state mining and environmental laws. This accrual was required due
to the premature closing of the mines. The accrual also included $21,193 in
contractually or statutorily required employee severance and other benefit costs
associated with termination of employees at these facilities and costs
associated with inactive employees at these facilities. Such employee benefits
included severance payments, medical insurance, workers' compensation and other
benefits and have been calculated in accordance with contractually (collective
bargaining agreements signed by certain coal subsidiaries included in the
Company) and legally required employee severance and other benefits.
Of the four underground mines, two ceased coal production in 1994. In 1994 the
Company reached agreement with Alabama Power Company to transfer the coal sales
contract serviced by the Heartland mine to another location in West Virginia.
The Heartland mine ceased coal production during 1994 and final reclamation and
environmental work is substantially complete. At the beginning of 1994, there
were approximately 750 employees involved in operations at these facilities and
other administrative support. Employment at these facilities was reduced by 52%
to approximately 360 employees at December 31, 1994 and by 81% to approximately
140 employees at December 31, 1995.
Although coal production has or will cease at the mines contemplated in the
accrual, the Company will incur reclamation and environmental costs for several
years to bring these properties into compliance with federal and state
environmental laws. In addition, employee termination and medical costs will
continue to be incurred for several years after the facilities have been closed.
The significant portion of these employee liabilities is for statutorily
provided workers' compensation costs for
82
<PAGE>
<PAGE>
inactive employees. Such benefits include indemnity and medical payments as
required under state workers' compensation laws. The long payment periods are
based on continued, and in some cases, lifetime indemnity and medical payments
to injured former employees and their surviving spouses. Management believes
that the charges incurred in 1994 should be sufficient to provide for these
future costs and does not anticipate material additional future charges to
operating earnings for these facilities, although continual cash funding will be
required over the next several years.
In 1993 the Company incurred a pretax charge of $78,633 ($48,897 after tax)
relating to mine closing costs including employee benefit costs and certain
other noncash charges, together with previously reported litigation (the
"Evergreen Case") brought against the Company and a number of its coal
subsidiaries by the trustees of certain pension and benefit trust funds
established under collective bargaining agreements with the UMWA (Note 17).
These charges impacted Coal and Mineral Ventures' operating profit in the
amounts of $70,713 and $7,920, respectively.
The charge in the Mineral Ventures segment in 1993, related to the writedown of
the Company's investment in the Uley graphite mine in Australia. Although
reserve drilling of the Uley property indicates substantial graphite deposits,
processing difficulties, depressed graphite prices which remained significantly
below the level prevailing at the start of the project and an analysis of
various technical and marketing conditions affecting the project resulted in the
determination that the assets had been impaired and that loss recognition was
appropriate. The charge included asset writedowns of $7,496, which reduced the
carrying value of such assets to zero.
The following table analyzes the changes in liabilities during the last three
years for facility closure costs recorded as restructuring and other charges:
<TABLE>
<CAPTION>
Employee
Mine Termination,
Leased and Medical
Machinery Plant and
and Closure Severance
Equipment Costs Costs Total
- --------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Balance January 1, 1993 (a) $1,146 35,499 35,413 72,058
Additions 2,782 1,598 6,267 10,647
Payments (b) 836 8,663 7,463 16,962
- --------------------------------------------------------------------------------
Balance December 31, 1993 3,092 28,434 34,217 65,743
Additions 3,836 19,290 21,193 44,319
Payments (c) 3,141 9,468 12,038 24,647
- --------------------------------------------------------------------------------
Balance December 31, 1994 3,787 38,256 43,372 85,415
Payments (d) 1,993 7,765 7,295 17,053
Other reductions (e) 576 1,508 -- 2,084
- --------------------------------------------------------------------------------
Balance December 31, 1995 $1,218 28,983 36,077 66,278
- --------------------------------------------------------------------------------
</TABLE>
<PAGE>
(a) These amounts represent the remaining liabilities for facility closure costs
recorded as restructuring and other charges in prior years. The original charges
included $2,312 for leased machinery and equipment, $50,645 principally for
incremental facility closing costs, including reclamation and $47,841 for
employee benefit costs, primarily workers' compensation, which will continue to
be paid for several years.
(b) These amounts represent total cash payments made during the year for
liabilities recorded in prior years.
(c) Of the total payments made in 1994, $8,672 was for liabilities recorded in
years prior to 1993, $5,822 was for liabilities recorded in 1993 and $10,153 was
for liabilities recorded in 1994.
(d) Of the total payments made in 1995, $6,424 was for liabilities recorded in
years prior to 1993, $2,486 was for liabilities recorded in 1993 and $8,143 was
for liabilities recorded in 1994.
(e) These amounts represent the assumption of liabilities by third parties as a
result of sales transactions.
During the next twelve months, expected cash funding of these charges is
approximately $15,000 to $20,000. Management estimates that the remaining
liability for leased machinery and equipment will be fully paid over the next
year. The liability for mine and plant closure costs is expected to be satisfied
over the next ten years of which approximately 50% is expected to be paid over
the next two years. The liability for employee related costs, which is primarily
workers' compensation, is estimated to be 50% settled over the next four years
with the balance paid during the following five to ten years.
15. OTHER INCOME AND EXPENSE
Other operating income includes the Company's share of net income of
unconsolidated affiliated companies which are carried on the equity method,
royalty income and gains on sales of assets.
Amounts presented include the accounts of the following equity affiliates:
<TABLE>
<CAPTION>
Ownership
At December 31, 1995
- ----------------------------------------------------------
<S> <C>
Servicio Pan Americano De Protecion, S.A. (Mexico) 20.0%
Brink's Panama, S.A. 49.0%
Brink's S.A. (France) 38.0%
Brink's Schenker, GmbH (Germany) 50.0%
Brink's Securmark S.p.A. (Italy) 24.5%
Security Services (Brink's Jordan), W.L.L. 45.0%
Brink's-Allied Limited (Ireland) 50.0%
Brink's Arya India Private Limited 40.0%
Brink's Pakistan (Pvt.) Limited 49.0%
Brink's Taiwan Limited 50.0%
Brink's (Thailand) Ltd. 40.0%
Burlington International Forwarding Ltd. (Taiwan) 33.3%
Mining Project Investors Limited (Australia) 34.2%
MPI Gold (USA) 34.2%
</TABLE>
83
<PAGE>
<PAGE>
The following table presents summarized financial information of these
companies.
<TABLE>
<CAPTION>
1995 1994 1993
- ---------------------------------------------------------------------
<S> <C> <C> <C>
Revenues $762,250 833,056 727,697
Gross profit 60,712 154,608 147,778
Net income (loss) (5,873) 23,503 26,530
The Company's share of
net income (loss) $ 182 6,336 7,503
=====================================================================
Current assets $186,039 180,868
Noncurrent assets 227,229 299,338
Current liabilities 219,253 145,549
Noncurrent liabilities 85,057 160,876
Net equity $108,958 173,781
</TABLE>
Undistributed earnings of such companies included in consolidated
retained earnings approximated $38,300 at December 31, 1995.
16. SEGMENT INFORMATION
Net sales and operating revenues by geographic area are as follows:
<TABLE>
<CAPTION>
Year Ended December 31
1995 1994 1993
- ---------------------------------------------------------------
United States:
<S> <C> <C> <C>
Domestic customers $1,449,684 1,477,450 1,172,880
Export customers 256,396 274,695 315,664
- ---------------------------------------------------------------
1,706,080 1,752,145 1,488,544
International operations 1,219,987 915,130 767,577
- ---------------------------------------------------------------
Total $2,926,067 2,667,275 2,256,121
===============================================================
</TABLE>
Segment operating profit by geographic area is as follows:
<TABLE>
<CAPTION>
Year Ended December 31
1995 1994 1993
- ----------------------------------------------------------------
<S> <C> <C> <C>
United States $115,530 11,770 5,139
International operations 48,775 47,279 37,692
- ---------------------------------------------------------------
Total $164,305 59,049 42,831
===============================================================
</TABLE>
Identifiable assets by geographic area are as follows:
<TABLE>
<CAPTION>
As of December 31
1995 1994 1993
- ---------------------------------------------------------------
<S> <C> <C> <C>
United States $1,245,122 1,252,057 945,122
International operations 453,451 389,074 329,574
- ---------------------------------------------------------------
Total $1,698,573 1,641,131 1,274,696
===============================================================
</TABLE>
Segment operating profit includes restructuring and other charges, including
litigation accrual aggregating $90,806 in 1994, all of which is included in the
United States and $78,633 in 1993, of which $70,713 is included in the United
States and $7,920 is included in other foreign (Note 14).
<PAGE>
Industry segment information is as follows:
<TABLE>
<CAPTION>
Year Ended December 31
1995 1994 1993
<S> <C> <C> <C>
- -------------------------------------------------------------------------
NET SALES AND OPERATING REVENUES:
Burlington $ 1,414,821 1,215,284 998,079
Brink's 659,459 547,046 481,904
BHS 128,936 109,947 89,049
Coal 706,251 779,504 672,244
Mineral Ventures 16,600 15,494 14,845
- -------------------------------------------------------------------------
Consolidated net sales and
operating revenues $ 2,926,067 2,667,275 2,256,121
========================================================================
OPERATING PROFIT (LOSS):
Burlington $ 58,723 69,224 37,971
Brink's (a) 42,738 39,710 35,008
BHS (b) 39,506 32,432 26,400
Coal (c) 23,131 (83,451) (48,246)
Mineral Ventures (c) 207 1,134 (8,302)
- -------------------------------------------------------------------------
Segment operating profit 164,305 59,049 42,831
General Corporate expense (16,806) (16,176) (16,732)
- -------------------------------------------------------------------------
Consolidated operating profit $ 147,499 42,873 26,099
========================================================================
</TABLE>
(a) Includes equity in net income of unconsolidated foreign affiliates of
$136 in 1995, $6,048 in 1994 and $6,895 in 1993
(Note 15).
(b) As of January 1, 1992, BHS elected to capitalize categories of costs not
previously capitalized for home security installations to more accurately
reflect subscriber installation costs. The effect of this change in accounting
principle was to increase operating profit by $5,196 in 1995, $4,137 in 1994 and
$4,051 in 1993 (Note 4).
(c) Operating profit (loss) of the Coal segment included restructuring and other
charges, including litigation accrual of $90,806 in 1994 and $70,713 in 1993
(Note 14). Operating loss of the Mineral Ventures segment included restructuring
and other charges of $7,920 in 1993 (Note 14).
<TABLE>
<CAPTION>
CAPITAL EXPENDITURES:
<S> <C> <C> <C>
Burlington $ 34,576 24,701 21,544
Brink's 23,063 23,963 22,209
BHS 47,256 34,071 26,409
Coal 17,811 25,016 15,499
Mineral Ventures 2,332 2,514 2,690
General Corporate 391 209 110
- --------------------------------------------------------------------
Consolidated capital expenditures $125,429 110,474 88,461
====================================================================
DEPRECIATION, DEPLETION AND AMORTIZATION:
Burlington $19,856 17,209 15,250
Brink's 21,844 20,553 20,150
BHS 21,028 17,817 14,357
Coal 40,285 44,731 25,679
Mineral Ventures 1,597 1,202 1,779
General Corporate 379 344 350
- --------------------------------------------------------------------
Consolidated depreciation, depletion
and amortization $104,989 101,856 77,565
====================================================================
</TABLE>
<TABLE>
<CAPTION>
As of December 31
1995 1994 1993
<S> <C> <C> <C>
- -------------------------------------------------------------------------
ASSETS:
Burlington $ 539,719 472,440 418,694
Brink's 321,022 297,816 267,229
BHS 116,701 87,372 72,609
Coal 699,049 761,827 499,494
Mineral Ventures 22,082 21,676 16,670
- -------------------------------------------------------------------------
Identifiable assets 1,698,573 1,641,131 1,274,696
General Corporate (primarily cash,
investments, advances and
deferred pension assets) 108,799 96,647 86,805
- -------------------------------------------------------------------------
Consolidated assets $1,807,372 1,737,778 1,361,501
=========================================================================
84
<PAGE>
<PAGE>
17. LITIGATION
In April 1990, the Company entered into a settlement agreement to resolve
certain environmental claims against the Company arising from hydrocarbon
contamination at a petroleum terminal facility ("Tankport") in Jersey City, New
Jersey, which operations were sold in 1983. Under the settlement agreement, the
Company is obligated to pay 80% of the remediation costs. Based on data
available to the Company and its environmental consultants, the Company
estimates its portion of the cleanup costs on an undiscounted basis using
existing technologies to be between $6,700 and $16,400 over a period of up to
five years. Management is unable to determine that any amount within that range
is a better estimate due to a variety of uncertainties, which include the extent
of the contamination at the site, the permitted technologies for remediation and
the regulatory standards by which the clean-up will be conducted. The clean-up
estimates have been modified from prior years' in light of cost inflation. The
estimate of costs and the timing of payments could change as a result of changes
to the remediation plan required, changes in the technology available to treat
the site, unforseen circumstances existing at the site and additional cost
inflation.
The Company commenced insurance coverage litigation in 1990, in the United
States District Court for the District of New Jersey, seeking a declaratory
judgment that all amounts payable by the Company pursuant to the Tankport
obligation were reimbursable under comprehensive general liability and pollution
liability policies maintained by the Company. In August 1995, the District Court
ruled on various Motions for Summary Judgement. In its decision, the Court found
favorably for the Company on several matters relating to the comprehensive
general liability policies but concluded that the pollution liability policies
did not contain pollution coverage for the types of claims associated with the
Tankport site. The Company has filed a notice of its intent to appeal the
District Court's decision to the Third Circuit. Management and its outside legal
counsel continue to believe, however, that recovery of a substantial portion of
the cleanup costs will ultimately be probable of realization. Accordingly,
management is revising its earlier belief that there is no net liability for the
Tankport obligation, and it is the Company's belief that, based on estimates of
potential liability and probable realization of insurance recoveries, the
Company would be liable for approximately $1,400 based on the Court's decision
and related developments of New Jersey law.
In 1988, the trustees of certain pension and benefit trust funds (the "Trust
Funds") established under collective bargaining agreements with the UMWA brought
an action (the "Evergreen Case") against the Company and a number of its coal
subsidiaries in the United States District Court for the District of Columbia,
claiming that the defendants are obligated to contribute to such Trust Funds in
accordance with the provisions of the 1988 and subsequent National Bituminous
Coal Wage Agreements, to which neither the Company nor any of its
<PAGE>
subsidiaries is a signatory. In January 1992, the Court issued an order granting
summary judgment in favor of the trustees on the issue of liability, which was
thereafter affirmed by the Court of Appeals. In June 1993, the United States
Supreme Court denied a petition for a writ of certiorari. The case was remanded
to District Court where damage and other issues were to be decided. In September
1993, the Company filed a motion seeking relief from the District Court's grant
of summary judgment based on, among other things, the Company's allegation that
plaintiffs improperly withheld evidence that directly refutes plaintiffs'
representations to the District Court and the Court of Appeals in this case. In
December 1993, that motion was denied. The Company, following the District
Court's ruling in December 1993, recognized in 1993 in its consolidated
financial statements the potential liability that might have resulted from an
adverse judgment in the Evergreen Case (Notes 13 and 14). On May 23, 1994, the
trustees filed a Motion for Entry of Final Judgment seeking approximately
$71,100 in delinquent contributions, interest and liquidated damages through May
31, 1994, plus approximately $17 additional interest and liquidated damages for
each day between May 31, 1994 and the date of entry of final judgment, plus
on-going contributions to the 1974 Pension Plan. The Company opposed this
motion. No decision on this motion of final judgment was entered.
In furtherance of its ongoing effort to identify other available legal options
for seeking relief from what it believes to be an erroneous finding of liability
in the Evergreen Case, the Company filed suit against the Bituminous Coal
Operators Association ("BCOA") and others to hold them responsible for any
damages sustained by the Company as a result of the Evergreen Case. In December
1994, the District Court ordered the Evergreen Case as well as related cases
filed against other coal companies, and the BCOA case, be submitted to mediation
before a federal judge in an effort to obtain a settlement.
SUBSEQUENT EVENT (UNAUDITED)
In late March 1996 a settlement was reached in these cases, including the
Evergreen Case. Under the terms of the settlement, the coal subsidiaries which
had been signatories to earlier National Bituminous Coal Wage Agreements agreed
to make various lump sum payments in full satisfaction of all amounts allegedly
due to the Trust Funds through January 31, 1996, to be paid over time as
follows: approximately $25,800 upon dismissal of the Evergreen Case and the
remainder of $24,000 in installments of $7,000 in 1996 and $8,500 in each of
1997 and 1998. The first payment was entirely funded through an escrow account
previously established by the Company. In addition, the coal subsidiaries agreed
to future participation in the UMWA 1974 Pension Plan. The BCOA case and a
separate case against the UMWA have also been dismissed.
As a result of the settlement of these cases, the Company expects to record a
pretax gain of approximately $35,000 in the first quarter of 1996 in its
consolidated financial statements.
85
<PAGE>
<PAGE>
18. COMMITMENTS
At December 31, 1994, the Company had contractual commitments to purchase coal
which is primarily used to blend with Company mined coal. Based on the contract
provisions these commitments are currently estimated to aggregate approximately
$161,743 and expire from 1996 through 1998 as follows:
</TABLE>
<TABLE>
<S> <C> <C>
1996 $76,761
1997 57,929
1998 27,053
</TABLE>
Purchases under the contracts were $83,532 in 1995, $53,097 in 1994 and $81,069
in 1993.
19. SUPPLEMENTAL CASH FLOW INFORMATION
For the years ended December 31, 1995, 1994 and 1993, cash payments for income
taxes, net of refunds received, were $21,967, $23,406 and $30,237, respectively.
For the years ended December 31, 1995, 1994 and 1993, cash payments for interest
were $13,575, $12,104 and $10,207, respectively.
In 1995, the Company sold mining operations in Ohio together with a related coal
supply contract for notes and royalties receivable totaling $6,949.
In December 1993, the Company sold the majority of the assets of its captive
mine supply company. Cash proceeds of $8,400 from the sale were received on
January 2, 1994, and have been included in "Cash flow from investing
activities: Other, net" in 1994.
During 1993, the Company sold a coal preparation plant and related interest in
land, equipment and facilities for mineral reserves with a fair market value of
$13,300 and cash of $10,700. The cash proceeds of $10,700 less $1,001 in
expenses related to the transaction were included in "Cash flow from investing
activities: Other, net".
<PAGE>
20. SELECTED QUARTERLY FINANCIAL DATA (UNAUDITED)
Tabulated below are certain data for each quarter of 1995 and 1994.
<TABLE>
<CAPTION>
1st 2nd 3rd 4th
- --------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
1995 QUARTERS:
Net sales and operating
revenues $ 699,084 711,767 752,453 762,763
Gross profit 76,028 89,898 108,578 109,864
Net income $ 14,065 24,608 29,599 29,700
Per Pittston Brink's Group
Common Share:
Net income $ .25 .32 .39 .39
Per Pittston Burlington Group
Common Share:
Net income $ .21 .42 .56 .54
Per Pittston Minerals Group
Common Share:
Net income
Primary $ .05 .45 .51 .43
Fully diluted $ .05 .45 .45 .43
1994 QUARTERS:
Net sales and operating
revenues $ 587,795 659,500 693,854 726,126
Gross profit 51,770 100,521 98,823 102,495
Net income (loss) $ (63,568) 28,038 31,210 31,217
Per Pittston Brink's Group
Common Share:
Net income $ .19 .26 .31 .34
Per Pittston Burlington Group
Common Share:
Net income $ .18 .61 .71 .53
Per Pittston Minerals Group
Common Share:
Net income (loss)
Primary $ (9.96) .72 .74 .91
Fully diluted $ (9.96) .67 .61 .81
</TABLE>
Net loss in the first quarter of 1994 included restructuring and other charges
of $58,116 (Note 14).
86
<PAGE>
<PAGE>
Pittston Brink's Group
STATEMENT OF MANAGEMENT RESPONSIBILITY
The management of The Pittston Company (the "Company") is responsible for
preparing the accompanying Pittston Brink's Group (the "Brink's Group")
financial statements and for their integrity and objectivity. The statements
were prepared in accordance with generally accepted accounting principles.
Management has also prepared the other information in the annual report
and is responsible for its accuracy.
In meeting our responsibility for the integrity of the financial statements, we
maintain a system of internal controls designed to provide reasonable assurance
that assets are safeguarded, that transactions are executed in accordance with
management's authorization and that the accounting records provide a reliable
basis for the preparation of the financial statements. Qualified personnel
throughout the organization maintain and monitor these internal controls on an
ongoing basis. In addition, the Company maintains an internal audit department
that systematically reviews and reports on the adequacy and effectiveness of the
controls, with management follow-up as appropriate.
Management has also established a formal Business Code of Ethics which is
distributed throughout the Company. We acknowledge our responsibility to
establish and preserve an environment in which all employees properly understand
the fundamental importance of high ethical standards in the conduct of our
business.
The accompanying financial statements have been audited by KPMG Peat Marwick
LLP, independent auditors. During the audit they review and make appropriate
tests of accounting records and internal controls to the extent they consider
necessary to express an opinion on the Brink's Group's financial statements.
The Company's Board of Directors pursues its oversight role with respect to the
Brink's Group's financial statements through the Audit and Ethics Committee,
which is composed solely of outside directors. The Committee meets periodically
with the independent auditors, internal auditors and management to review the
Company's control system and to ensure compliance with applicable laws and the
Company's Business Code of Ethics.
We believe that the policies and procedures described above are appropriate and
effective and do enable us to meet our responsibility for the integrity of the
Brink's Group's financial statements.
<PAGE>
INDEPENDENT AUDITORS' REPORT
The Board of Directors and Shareholders
The Pittston Company
We have audited the accompanying balance sheets of Pittston Brink's Group (as
described in Note 1) as of December 31, 1995 and 1994, and the related
statements of operations and cash flows for each of the years in the three-year
period ended December 31, 1995. These financial statements are the
responsibility of The Pittston Company's management. Our responsibility is to
express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements of Pittston Brink's Group present
fairly, in all material respects, the financial position of Pittston Brink's
Group as of December 31, 1995 and 1994, and the results of its operations and
its cash flows for each of the years in the three-year period ended December 31,
1995, in conformity with generally accepted accounting principles.
As more fully discussed in Note 1, the financial statements of Pittston Brink's
Group should be read in connection with the audited consolidated financial
statements of The Pittston Company and subsidiaries.
KPMG Peat Marwick LLP
Stamford, Connecticut
January 25, 1996
87
<PAGE>
<PAGE>
Pittston Brink's Group
BALANCE SHEETS
<TABLE>
<CAPTION>
December 31
(Dollars in thousands) 1995 1994
===================================================================================
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents $ 21,977 20,226
Short-term investments 3,288 2,041
Accounts receivable:
Trade 112,705 88,347
Other 4,841 4,561
- ----------------------------------------------------------------------------------
117,546 92,908
Less estimated amount uncollectible 3,756 3,379
- ----------------------------------------------------------------------------------
113,790 89,529
Receivable Pittston Minerals Group (Note 2) 3,945 705
Inventories 2,795 1,971
Prepaid expenses 10,380 7,021
Deferred income taxes (Note 7) 13,146 13,670
- ----------------------------------------------------------------------------------
Total current assets 169,321 135,163
Property, plant and equipment, at cost (Note 4) 429,077 365,041
Less accumulated depreciation and amortization 214,424 184,111
- ----------------------------------------------------------------------------------
214,653 180,930
Intangibles, net of amortization (Notes 5 and 11) 28,893 28,106
Investment in and advances to unconsolidated affiliates 28,406 43,171
Deferred pension assets (Note 13) 33,923 32,495
Deferred income taxes (Note 7) 1,081 --
Other assets 8,449 7,022
- ----------------------------------------------------------------------------------
Total assets $484,726 426,887
==================================================================================
LIABILITIES AND SHAREHOLDER'S EQUITY
Current liabilities:
Short-term borrowings $ 4,858 4,544
Current maturities of long-term debt (Note 8) 4,117 5,256
Accounts payable 35,460 26,554
Accrued liabilities:
Taxes 13,690 13,007
Workers' compensation and other claims 17,613 14,939
Payrolls 12,559 9,750
Deferred monitoring revenues 12,134 11,750
Miscellaneous 30,010 28,591
- ----------------------------------------------------------------------------------
86,006 78,037
- ----------------------------------------------------------------------------------
Total current liabilities 130,441 114,391
Long-term debt, less current maturities (Note 8) 5,795 7,990
Postretirement benefits other than pensions (Note 13) 3,475 3,280
Workers' compensation and other claims 11,292 9,929
Deferred income taxes (Note 7) 37,529 40,245
Payable Pittston Minerals Group (Note 2) 7,844 12,750
Minority interests 21,361 14,471
Other liabilities 8,184 8,300
Commitments and contingent liabilities (Notes 8, 12, and 16)
Shareholder's equity (Note 3) 258,805 215,531
- ----------------------------------------------------------------------------------
Total liabilities and shareholder's equity $484,726 426,887
==================================================================================
</TABLE>
See accompanying notes to financial statements
88
<PAGE>
<PAGE>
Pittston Brink's Group
STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
Year Ended December 31
(In thousands, except per share amounts) 1995 1994 1993
=====================================================================================
<S> <C> <C> <C>
Operating revenue $ 788,395 656,993 570,953
- -------------------------------------------------------------------------------------
Costs and expenses:
Operating expenses 599,683 498,185 433,954
Selling, general and administrative expenses 112,133 97,245 87,247
- -------------------------------------------------------------------------------------
Total costs and expenses 711,816 595,430 521,201
- -------------------------------------------------------------------------------------
Other operating income (Note 14) 895 5,913 6,899
- -------------------------------------------------------------------------------------
Operating profit 77,474 67,476 56,651
Interest income 1,840 1,503 1,304
Interest expense (Note 2) (2,050) (2,450) (2,734)
Other income (expense), net (3,505) (3,068) (3,970)
- -------------------------------------------------------------------------------------
Income before income taxes 73,759 63,461 51,251
Provision for income taxes (Note 7) 22,666 21,972 19,601
- -------------------------------------------------------------------------------------
Net income $ 51,093 41,489 31,650
=====================================================================================
Net income per common share (Note 1) $ 1.35 1.10 .86
=====================================================================================
Average common shares outstanding 37,931 37,784 36,907
See accompanying notes to financial statements
89
<PAGE>
<PAGE>
Pittston Brink's Group
STATEMENTS OF CASH FLOWS
</TABLE>
<TABLE>
<CAPTION>
Year Ended December 31
(In thousands) 1995 1994 1993
- ---------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Cash flows from operating activities:
Net income $ 51,093 41,489 31,650
Adjustments to reconcile net income to net
cash provided by operating activities:
Noncash charges and other write-offs -- -- 11
Depreciation and amortization 42,977 38,463 34,596
Provision (credit) for deferred income taxes (952) 4,328 (2,998)
Provision (credit) for pensions, noncurrent (466) (169) (240)
Provision for uncollectible accounts receivable 3,265 1,346 3,403
Equity in earnings of unconsolidated affiliates,
net of dividends received 2,352 (1,144) (3,596)
Gain on sale of property, plant and equipment (377) (186) (174)
Other operating, net 3,104 2,380 2,763
Change in operating assets and liabilities, net
of effects of acquisitions and dispositions:
Increase in accounts receivable (22,352) (15,620) (8,275)
Increase in inventories (812) (529) (190)
Increase in prepaid expenses (1,858) (675) (793)
Increase in accounts payable and accrued liabilities 15,822 15,645 9,958
Increase in other assets (1,597) (982) (758)
Increase in workers' compensation and other claims, noncurrent 1,363 886 744
Increase (decrease) in other liabilities 337 (956) (1,492)
Other, net (1,119) (820) 623
- ---------------------------------------------------------------------------------------------------------------
Net cash provided by operating activities 90,780 83,456 65,232
- ---------------------------------------------------------------------------------------------------------------
Cash flows from investing activities:
Additions to property, plant and equipment (69,783) (56,443) (47,668)
Proceeds from disposal of property, plant and equipment 3,178 515 979
Acquisitions, net of cash acquired, and related contingency payments (956) -- --
Other, net (1,313) (4,884) (1,454)
- ---------------------------------------------------------------------------------------------------------------
Net cash used by investing activities (68,874) (60,812) (48,143)
- ---------------------------------------------------------------------------------------------------------------
Cash flows from financing activities:
Additions to debt 1,782 -- 4,232
Reductions of debt (5,893) (10,129) (10,587)
Payments to Minerals Group (12,240) (5,705) --
Repurchase of common stock (2,303) (4,146) (616)
Proceeds from exercise of stock options 1,536 3,730 8,123
Proceeds from employee stock purchase plan 395 -- --
Proceeds from sale of stock to Savings Investment Plan -- -- 147
Proceeds from sale of stock to Minerals Group -- 216 86
Dividends paid (3,432) (3,399) (3,175)
Cost of Services Stock
Proposal -- (1) (782)
Net cash to the Company -- -- (6,041)
- ---------------------------------------------------------------------------------------------------------------
Net cash used by financing activities (20,155) (19,434) (8,613)
- ---------------------------------------------------------------------------------------------------------------
Net increase in cash and cash equivalents 1,751 3,210 8,476
Cash and cash equivalents at beginning of period 20,226 17,016 8,540
- ---------------------------------------------------------------------------------------------------------------
Cash and cash equivalents at end of period $ 21,977 20,226 17,016
===============================================================================================================
See accompanying notes to financial statements.
90
<PAGE>
<PAGE>
Pittston Brink's Group
NOTES TO FINANCIAL STATEMENTS
(Dollars in thousands, except per share amounts)
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
BASIS OF PRESENTATION
On January 18, 1996, the shareholders of The Pittston Company, (the "Company")
approved the Brink's Stock Proposal, as described in the Company's proxy
statement dated December 15, 1995, resulting in the modification, effective as
of January 19, 1996, of the capital structure of the Company to include an
additional class of common stock. The outstanding shares of Pittston Services
Group Common Stock ("Services Stock") have been redesignated as Pittston Brink's
Group Common Stock, par value $1.00 per share ("Brink's Stock"), and one-half of
one share of a new class of common stock identified as Pittston Burlington Group
Common Stock, par value $1.00 per share, ("Burlington Stock") has been
distributed for each outstanding share of Services Stock. Holders of Pittston
Minerals Group Common Stock ("Minerals Stock") continue to be holders of such
stock, which continues to reflect the performance of the Pittston Minerals Group
(the "Minerals Group"). Brink's Stock is intended to reflect the performance of
the Pittston Brink's Group (the "Brink's Group") and Burlington Stock is
intended to reflect the performance of the Pittston Burlington Group
(the "Burlington Group").
The financial statements of the Brink's Group include the balance sheets, the
results of operations and cash flows of the Brink's, Incorporated ("Brink's")
and Brink's Home Security, Inc. ("BHS") operations of the Company, and a portion
of the Company's corporate assets and liabilities and related transactions which
are not separately identified with operations of a specific segment. The Brink's
Group's financial statements are prepared using the amounts included in the
Company's consolidated financial statements. Corporate allocations reflected in
these financial statements are determined based upon methods which management
believes to be a reasonable and equitable allocation of such items (see Note 2).
All stock and per share data in the accompanying financial statements have been
restated to reflect the modification of the Company's capital structure. The
primary impacts of this restatement are as follows:
For the purpose of computing net income per common share of Brink's Stock, the
number of shares of Brink's Stock are assumed to be the same as the total number
of shares of Services Stock. Net income per common share is computed by dividing
net income by the weighted average number of common shares outstanding during
the period. The potential dilution from the exercise of stock options is not
material. The shares of Brink's Stock assumed to be held in The Pittston Company
Employee Benefits Trust are evaluated for inclusion in the calculation of net
income per share under the treasury stock method and had no dilutive effect.
<PAGE>
All financial impacts of purchases and issuances of Services Stock have been
attributed to each Group in relation of their respective common equity to the
Services Group common stock. Dividends paid by the Company were attributed to
the Brink's and Burlington Groups in relation to the initial dividends to be
paid on the Brink's Stock and the Burlington Stock.
The Company provides to holders of Brink's Stock separate financial statements,
financial review, descriptions of business and other relevant information for
the Brink's Group in addition to the consolidated financial information of the
Company. Notwithstanding the attribution of assets and liabilities (including
contingent liabilities) among the Minerals Group, the Brink's Group and the
Burlington Group for the purpose of preparing their respective financial
statements, this attribution and the change in the capital structure of the
Company as a result of the Brink's Stock Proposal did not affect legal title to
such assets or responsibility for such liabilities for the Company or any of its
subsidiaries. Holders of Brink's Stock are common shareholders of the Company,
which continues to be responsible for all of its liabilities. Financial impacts
arising from one group that affect the Company's financial condition could
affect the results of operations and financial condition of each of the groups.
Since financial developments within one group could affect other groups, all
shareholders of the Company could be adversely affected by an event directly
impacting only one group. Accordingly, the Company's consolidated financial
statements must be read in connection with the Brink's Group's financial
statements.
The accounting policies applicable to the preparation of the financial
statements of the Brink's Group may be modified or rescinded at the sole
discretion of the Board without approval of shareholders, although there is no
intention to do so.
PRINCIPLES OF COMBINATION
The accompanying financial statements reflect the combined accounts of the
businesses comprising the Brink's Group and their majority-owned subsidiaries.
The Brink's Group interests in 20% to 50% owned companies are carried on the
equity method. All material intercompany items and transactions have been
eliminated in combination. Certain prior year amounts have been reclassified to
conform to the current year's financial statement presentation.
91
<PAGE>
<PAGE>
CASH AND CASH EQUIVALENTS
Cash and cash equivalents include cash on hand, demand deposits and investments
with original maturities of three months or less.
SHORT-TERM INVESTMENTS
Short-term investments are those with original maturities in excess of three
months and are carried at cost which approximates market.
INVENTORIES
Inventories are stated at cost (determined under the first-in, first-out or
average cost method) or market, whichever is lower.
PROPERTY, PLANT AND EQUIPMENT
Expenditures for maintenance and repairs are charged to expense, and the costs
of renewals and betterments are capitalized. Depreciation is provided
principally on the straight-line method at varying rates depending upon
estimated useful lives.
Subscriber installation costs for home security systems provided by BHS are
capitalized and depreciated over the estimated life of the assets and are
included in machinery and equipment. The security system that is installed
remains the property of BHS and is capitalized at the cost to bring the revenue
producing asset to its intended use. When an installation is identified for
disconnection, the remaining net book value of the installation is written-off
and charged to depreciation.
INTANGIBLES
The excess of cost over fair value of net assets of companies acquired is
amortized on a straight-line basis over the estimated periods benefited.
The Brink's Group evaluates the carrying value of intangibles and the periods of
amortization to determine whether events and circumstances warrant revised
estimates of asset value or useful lives. The Brink's Group annually assesses
the recoverability of the excess of cost over net assets acquired by determining
whether the amortization of the asset balance over its remaining life can be
recovered through projected undiscounted future operating cash flows. Evaluation
of asset value as well as periods of amortization are performed on a
disaggregated basis at each of the Brink's Group's operating units.
INCOME TAXES
Income taxes are accounted for in accordance with Statement of Financial
Accounting Standards No. 109, "Accounting for Income Taxes", which requires
recognition of deferred tax liabilities and assets for the expected future tax
consequences of events that have been included in the financial statements or
tax returns. Under this method, deferred tax liabilities and assets are
determined based on the difference between the financial statement and tax bases
of assets and liabilities using enacted tax rates in effect for the year in
which the differences are expected to reverse.
<PAGE>
See Note 2 for allocation of the Company's U.S. federal income taxes to the
Brink's Group.
POSTRETIREMENT BENEFITS OTHER THAN PENSIONS
Postretirement benefits other than pensions are accounted for in accordance with
Statement of Financial Accounting Standards No. 106, "Employers' Accounting for
Postretirement Benefits Other Than Pensions", which requires employers to accrue
the cost of such retirement benefits during the employees' service with the
Company.
FOREIGN CURRENCY TRANSLATION
Assets and liabilities of foreign operations have been translated at current
exchange rates, and related revenues and expenses have been translated at
average rates of exchange in effect during the year. Resulting cumulative
translation adjustments have been included in shareholder's equity. Translation
adjustments relating to operations in countries with highly inflationary
economies are included in net income, along with all transaction gains and
losses for the period.
A portion of the Brink's Group's financial results is derived from activities in
several foreign countries, each with a local currency other than the U.S.
dollar. Because the financial results of the Brink's Group are reported in U.S.
dollars, they are affected by the changes in the value of the various foreign
currencies in relation to the U.S. dollar. However, the Brink's Group's
international activity is not concentrated in any single currency, which reduces
the risks of foreign currency rate fluctuations.
REVENUE RECOGNITION
Brink's--Revenues are recognized when services are performed.
BHS--Monitoring revenues are recognized when earned and amounts paid in advance
are deferred and recognized as income over the applicable monitoring period,
which is generally one year or less. Revenues from the sale of equipment, are
recognized, together with related costs, upon completion of the installation.
Connection fee revenues are recognized to the extent of direct selling costs
incurred and expensed. Connection fee revenues in excess of direct selling costs
are deferred and recognized as income on a straight-line basis over ten years.
USE OF ESTIMATES
In accordance with generally accepted accounting principles, management of the
Company has 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 financial statements. Actual results could differ
from those estimates.
92
<PAGE>
<PAGE>
PENDING ACCOUNTING CHANGES
The Brink's Group is required to implement a new accounting standard, Statement
of Financial Accounting Standards ("SFAS") No. 121, "Accounting for the
Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed Of", in
1996. SFAS No. 121 requires companies to review long-lived assets and certain
identifiable intangibles to be held and used by an entity for impairment
whenever circumstances indicate that the carrying amount of an asset may not be
recoverable. SFAS No. 121 requires companies to utilize a two-step approach to
determining whether impairment of such assets has occurred and, if so, the
amount of such impairment. Although the Brink's Group is still reviewing the
impact of adopting SFAS No. 121, it is estimated that its adoption will not have
any impact on the Brink's Group's financial statements as of January 1, 1996.
The Brink's Group is required to implement a new accounting standard SFAS No.
123, "Accounting for Stock Based Compensation", in 1996. SFAS No. 123
establishes financial accounting and reporting standards for stock-based
employee compensation plans. Although SFAS No. 123 encourages adoption of
a fair value based method of accounting for all employee stock compensation
plans, it allows entities to continue to measure compensation cost for those
plans using the intrinsic value based method of accounting prescribed by
Accounting Principles Board Opinion ("APB") No. 25, Accounting for Stock
issued to Employees with disclosure of net income and earnings per share
as if the fair value based method of accounting is applied. The Brink's Group
expects to continue to account for its stock compensation plans according to
APB No. 25 with the disclosure of the impact on net income and earnings per
share as if the fair value based method of accounting is applied.
2. RELATED PARTY TRANSACTIONS
The following policies may be modified or rescinded by action of the Board, or
the Board may adopt additional policies, without approval of the shareholders of
the Company, although the Board has no present intention to do so. The Company
allocated certain corporate general and administrative expenses, net interest
expense and related assets and liabilities in accordance with the policies
described below. Corporate assets and liabilities are primarily cash, deferred
pension assets, income taxes and accrued liabilities.
<PAGE>
FINANCIAL
As a matter of policy, the Company manages most financial activities of the
Brink's Group, Burlington Group and Minerals Group on a centralized,
consolidated basis. Such financial activities include the investment of surplus
cash; the issuance, repayment and repurchase of short-term and long-term debt;
the issuance and repurchase of common stock and the payment of
dividends. In preparing these financial statements, transactions primarily
related to invested cash, short-term and long-term debt (including convertible
debt), related net interest and other financial costs have been attributed to
the Brink's Group based upon its cash flows for the periods presented after
giving consideration to the debt and equity structure of the Company. The
Company attributes long-term debt to the Brink's Group based upon the purpose
for the debt in addition to the cash requirements of the Brink's Group. At
December 31, 1995 and 1994, none of the long-term debt of the Company was
attributed to the Brink's Group. The portion of the Company's interest expense
allocated to the Brink's Group for 1995 and 1994 was $120 and $176,
respectively. There was no interest expense allocated to the Brink's Group in
1992. Management believes such method of allocation to be equitable and a
reasonable estimate of the cost attributable to the Brink's Group.
To the extent borrowings are deemed to occur between the Brink's Group, the
Burlington Group and the Minerals Group, intergroup accounts are established
bearing interest at the rate in effect from time to time under the Company's
unsecured credit lines or, if no such credit lines exist, at the prime rate
charged by Chemical Bank from time to time. At December 31, 1995 and 1994, the
Minerals Group owed the Brink's Group $17,945 and $5,705, respectively, as the
result of borrowings.
INCOME TAXES
The Brink's Group is included in the consolidated U.S. federal income tax
return filed by the Company.
The Company's consolidated provision and actual cash payments for U.S. federal
income taxes are allocated between the Brink's Group, Burlington Group and
Minerals Group in accordance with the Company's tax allocation policy and
reflected in the financial statements for each Group. In general, the
consolidated tax provision and related tax payments or refunds are allocated
among the Groups, for financial statement purposes, based principally upon the
financial income, taxable income, credits and other amounts directly related to
the respective Group. Tax benefits that cannot be used by the Group generating
such attributes, but can be utilized on a consolidated basis, are allocated to
the Group that generated such benefits and an intergroup account is established
for the benefit of the Group generating the attributes. As a result, the
allocated Group amounts of taxes payable or refundable are not necessarily
comparable to those that would have resulted if the Groups had filed separate
tax returns. At December 31, 1995 and 1994, the Brink's Group owed the Minerals
Group $21,844 and $17,750, respectively, for such tax benefits, of which $7,844
and $12,750, respectively, were not expected to be paid within one year from
such dates in accordance with the policy.
93
<PAGE>
<PAGE>
SHARED SERVICES
A portion of the Company's corporate general and administrative expenses and
other shared services has been allocated to the Brink's Group based upon
utilization and other methods and criteria which management believes to be
equitable and a reasonable estimate of the cost attributable to the Brink's
Group. These allocations were $4,770, $4,666 and $4,757 in 1995, 1994 and 1993,
respectively.
PENSION
The Brink's Group's pension cost related to its participation in the Company's
noncontributory defined benefit pension plan is actuarially determined based on
its respective employees and an allocable share of the pension plan assets and
calculated in accordance with Statement of Financial Accounting Standards No. 87
("SFAS 87"). Pension plan assets have been allocated to the Brink's Group based
on the percentage of its projected benefit obligation to the plan's total
projected benefit obligation. Management believes such method of allocation to
be equitable and a reasonable estimate of the cost attributable to the Brink's
Group.
3. SHAREHOLDER'S EQUITY
The following presents shareholder's equity of the Brink's Group assuming
completion of the Brink's Stock Proposal transaction:
</TABLE>
<TABLE>
<CAPTION>
Year Ended December 31
1995 1994 1993
- -----------------------------------------------------------------------------
<S> <C> <C> <C>
Balance at beginning of period $ 215,531 175,219 147,582
Net income 51,093 41,489 31,650
Foreign currency translation adjustment (6,808) (25) (3,336)
Stock options exercised 1,114 3,730 8,123
Stock released from employee benefits
trust to employee benefits plan 3,371 899 563
Stock sold from employee benefits
trust to employee benefits plan -- -- 147
Stock sold to Minerals Group -- 216 86
Stock repurchases (2,303) (4,146) (616)
Dividends declared (3,437) (3,404) (3,175)
Cost of Services Stock Proposal -- (1) (782)
Tax benefit of options exercised 244 1,554 1,018
Net cash to the Company -- -- (6,041)
- -----------------------------------------------------------------------------
Balance at end of period $ 258,805 215,531 175,219
=============================================================================
</TABLE>
Included in shareholder's equity is the cumulative foreign currency translation
adjustment of $20,044, $13,236 and $13,211 at December 31, 1995, 1994 and 1993,
respectively.
<PAGE>
4. PROPERTY, PLANT AND EQUIPMENT
Property, plant and equipment at cost, consist of the following:
<TABLE>
<CAPTION>
December 31
1995 1994
- ---------------------------------------------
<S> <C> <C>
Land $ 4,461 4,162
Buildings 69,135 59,696
Machinery and equipment 355,481 301,183
- ---------------------------------------------
Total $429,077 365,041
=============================================
</TABLE>
The estimated useful lives for property, plant and equipment are as follows:
<TABLE>
<CAPTION>
Years
- --------------------------------------------
<S> <C>
Buildings 10 to 40
Machinery and equipment 2 to 20
</TABLE>
Depreciation of property, plant and equipment aggregated $41,474 in 1995,
$35,992 in 1994 and $31,973 in 1993.
Changes in capitalized subscriber installation costs for home security systems
included in machinery and equipment were as follows:
<TABLE>
<CAPTION>
Year Ended December 31
1995 1994 1993
- ---------------------------------------------------------------------------------------
<S> <C> <C> <C>
Capitalized subscriber installation costs
beginning of year $ 81,445 65,785 54,668
Capitalized cost of security system installations 44,488 32,309 23,972
Depreciation, including amounts recognized
to fully depreciate capitalized costs for
installations disconnected during the year (20,597) (16,649) (12,855)
- ---------------------------------------------------------------------------------------
Capitalized subscriber installation
costs end of period $ 105,336 81,445 65,785
=======================================================================================
</TABLE>
New subscribers were 82,600 in 1995, 75,200 in 1994 and 59,700 in 1993.
As of January 1, 1992, BHS elected to capitalize categories of costs not
previously capitalized for home security system installations. This change in
accounting principle is preferable because it more accurately reflects
subscriber installation costs. The additional costs not previously capitalized
consisted of costs for installation labor and related benefits for supervisory,
installation scheduling, equipment testing and other support personnel (in the
amount of $3,122 in 1995, $2,645 in 1994 and $2,567 in 1993) and costs incurred
in maintaining facilities and
94
<PAGE>
<PAGE>
vehicles dedicated to the installation process (in the amount of $2,074 in 1995,
$1,492 in 1994 and $1,484 in 1993). The effect of this change in accounting
principle was to increase operating profit of the Brink's Group and the BHS
segment in 1995, 1994 and 1993 by $5,196, $4,137 and $4,051, respectively, and
net income of the Brink's Group in 1995, 1994 and 1993 by $3,123, $2,486 and
$2,435, respectively, or by $0.08 per share in 1995 and $0.07 per share in1994
and 1993. Prior to January 1, 1992, the records needed to identify such costs
were not available. Thus, it was impossible to accurately calculate the effect
on retained earnings as of January 1, 1992. However, the Brink's Group believes
the effect on retained earnings as of January 1, 1992, was immaterial. Because
capitalized subscriber installation costs for prior periods were not adjusted
for the change in accounting principle, installation costs for subscribers in
those years will continue to be depreciated based on the lesser amounts
capitalized in prior periods. Consequently, depreciation of capitalized
subscriber installation costs in the current year and until such capitalized
costs prior to January 1, 1992, are fully depreciated will be less than if such
prior periods' capitalized costs had been adjusted for the change in accounting.
However, the Brink's Group believes the effect on net income in 1995, 1994 and
1993 was immaterial.
5. INTANGIBLES
Intangibles consist entirely of the excess of cost over fair value of net assets
of companies acquired and are net of accumulated amortization of $7,793 at
December 31, 1995, and $6,703 at December 31, 1994. The estimated useful life of
intangibles is generally forty years. Amortization of intangibles aggregated
$958 in 1995, $882 in 1994 and $865 in 1993.
6. FINANCIAL INSTRUMENTS
Financial instruments which potentially subject the Brink's Group to
concentrations of credit risk consist principally of cash and cash equivalents,
short-term cash investments and trade receivables. The Brink's Group's cash and
cash equivalents and short-term investments are placed with high credit quality
financial institutions. Also, by policy, the amount of credit exposure to any
one financial institution is limited. Concentration of credit risk with respect
to trade receivables are limited due to the large number of customers comprising
the Brink's Group's customer base, and their dispersion across many geographic
areas.
The following details the fair values of financial instruments for which it is
practicable to estimate the value:
CASH AND CASH EQUIVALENTS AND SHORT-TERM INVESTMENTS
The carrying amounts approximate fair value because of the short maturity of
these instruments.
<PAGE>
DEBT
The aggregate fair value of the Brink's Group's long-term debt obligations,
which is based upon quoted market prices and rates currently available to the
Brink's Group for debt with similar terms and maturities, approximates the
carrying amount.
OFF-BALANCE SHEET INSTRUMENTS
The Brink's Group utilizes off-balance sheet financial instruments from time to
time to hedge its foreign currency and exposures. The risk that counterparties
to such instruments may be unable to perform is minimized by limiting the
counterparties to major financial institutions. The Brink's Group does not
expect any losses due to such counterparty default.
7. INCOME TAXES
The provision (credit) for income taxes consists of the following:
<TABLE>
<CAPTION>
U.S.
Federal Foreign State Total
- ---------------------------------------------------
<S> <C> <C> <C> <C>
1995:
Current $16,010 4,615 2,993 23,618
Deferred 972 (1,550) (374) (952)
- ---------------------------------------------------
Total $16,982 3,065 2,619 22,666
===================================================
1994:
Current $12,085 2,873 2,686 17,644
Deferred 2,188 1,608 532 4,328
- ---------------------------------------------------
Total $14,273 4,481 3,218 21,972
===================================================
1993:
Current $13,118 7,797 1,684 22,599
Deferred 159 (4,537) 1,380 (2,998)
- ---------------------------------------------------
Total $13,277 3,260 3,064 19,601
===================================================
</TABLE>
The significant components of the deferred tax provision (benefit) were as
follows:
<TABLE>
<CAPTION>
1995 1994 1993
- -------------------------------------------------------------------------------
<S> <C> <C> <C>
Deferred tax expense (benefit), exclusive of the
components listed below $ 1,550 2,892 (5,548)
Net operating loss carryforwards (790) 449 1,860
Alternative minimum tax credits (1,712) 1,084 648
Change in the valuation allowance for deferred
tax assets -- (97) 42
- -------------------------------------------------------------------------------
Total $ (952) 4,328 (2,998)
===============================================================================
</TABLE>
The tax benefit for compensation expense related to the exercise of certain
employee stock options for tax purposes in excess of compensation expense for
financial reporting purposes is recognized as an adjustment to shareholder's
equity.
95
<PAGE>
<PAGE>
The components of the net deferred tax liability as of December 31, 1995 and
December 31, 1994 were as follows:
<TABLE>
<CAPTION>
1995 1994
- ---------------------------------------------------------------
<S> <C> <C>
Deferred tax assets:
Accounts receivable $ 1,417 1,310
Postretirement benefits other than pensions 2,028 1,741
Workers' compensation and other claims 5,180 4,974
Other liabilities and reserves 13,561 11,355
Miscellaneous 1,015 727
Net operating loss carryforwards 3,355 2,565
Alternative minimum tax credits 11,245 9,435
- ---------------------------------------------------------------
Total deferred tax asset 37,801 32,107
- ---------------------------------------------------------------
Deferred tax liabilities:
Property, plant and equipment 22,063 22,125
Pension assets 15,031 14,724
Other assets 2,929 2,844
Investments in foreign affiliates 11,478 11,965
Miscellaneous 9,602 7,024
- ---------------------------------------------------------------
Total deferred tax liability 61,103 58,682
- ---------------------------------------------------------------
Net deferred tax liability $23,302 26,575
===============================================================
</TABLE>
The recording of deferred federal tax assets is based upon their expected
utilization in the Company's consolidated federal income tax return and the
benefit that would accrue to the Brink's Group under the Company's tax
allocation policy.
The following table accounts for the difference between the actual tax provision
and the amounts obtained by applying the statutory U.S. federal income tax rate
of 35% in 1995, 1994 and 1993 to the income before income taxes.
<TABLE>
<CAPTION>
Year Ended December 31
1995 1994 1993
- ----------------------------------------------------------------------------------
<S> <C> <C> <C>
Income (loss) before income taxes:
United States $ 59,507 47,419 39,187
Foreign 14,252 16,042 12,064
- ----------------------------------------------------------------------------------
Total $ 73,759 63,461 51,251
==================================================================================
Tax provision computed at statutory rate $ 25,816 22,211 17,938
Increases (reductions) in taxes due to:
State income taxes (net of federal tax benefit) 1,702 2,092 1,992
Difference between total taxes on foreign
income and the U.S. federal statutory rate (5,528) (3,259) (633)
Miscellaneous 676 928 304
- ----------------------------------------------------------------------------------
Actual tax provision $ 22,666 21,972 19,601
==================================================================================
</TABLE>
It is the policy of the Brink's Group to accrue deferred income taxes on
temporary differences related to the financial statement carrying amounts and
tax bases of investments in foreign subsidiaries and affiliates which are
expected to reverse in the foreseeable future. As of December 31, 1995 and
December 31, 1994, the unrecognized deferred tax liability for temporary
differences of approximately $29,531, and $36,460, respectively, related to
investments in foreign subsidiaries and affiliates that are essentially
permanent in nature and not expected to reverse in the foreseeable future was
approximately $10,336 and $12,761, respectively.
<PAGE>
The Brink's Group is included in the Company's consolidated U.S. federal income
tax return.
As of December 31, 1995, the Brink's Group had $11,245 of alternative minimum
tax credits allocated to it under the Company's tax allocation policy. Such
credits are available to offset future U.S. federal income taxes and, under
current tax law, the carryforward period for such credits is unlimited.
The tax benefits of net operating loss carryforwards of the Brink's Group as at
December 31, 1995 were $3,355 and related to various state and foreign taxing
jurisdictions. The expiration periods primarily range from 5 to 15 years.
8. LONG-TERM DEBT
Total long-term debt of the Brink's Group consists of the following:
<TABLE>
<CAPTION>
As of December 31
1995 1994
- -------------------------------------------------------------------
<S> <C> <C>
Senior obligations:
U.S. dollar term loan due 1996 to 1997 (6.44%
in 1995 and 6.50% in 1994) $1,582 3,451
All other 2,150 1,882
- -------------------------------------------------------------------
3,732 5,333
Obligations under capital leases (average rates
13.55% in 1995 and 16.80% in 1994) 2,063 2,657
- -------------------------------------------------------------------
Total long-term debt, less current maturities $5,795 7,990
===================================================================
</TABLE>
For the four years through December 31, 2000, minimum repayments of long-term
debt outstanding are as follows:
<TABLE>
<S> <C>
1997 $3,225
1998 1,044
1999 543
2000 253
</TABLE>
The U.S. dollar term loan due 1996 to 1997 bears interest based on the
Eurodollar rate.
In March 1994, the Company entered into a $350,000 credit agreement with a
syndicate of banks (the "Facility"). The Facility included a $100,000 five-year
term loan, which originally matured in March 1999. The Facility also permitted
additional borrowings, repayments and reborrowings of up to an aggregate of
$250,000 initially until March 1999. In March 1995, the Facility was amended to
extend the maturity of the term loan to May 2000 and to permit the additional
borrowings, repayments and reborrowings until May 2000. Interest on borrowings
under the Facility is payable at rates based on prime, certificate of deposit,
Eurodollar or money market rates. At December 31, 1995, no borrowings under the
Facility were attributed to the Brink's Group.
Various international operations maintain lines of credit and overdraft
facilities aggregating approximately $14,000 with a number of banks on either a
secured or unsecured basis.
96
<PAGE>
<PAGE>
Under the terms of some of its debt instruments, the Company has agreed to
various restrictions relating to the payment of dividends, the repurchase of
capital stock, the maintenance of consolidated net worth, and the amount of
additional funded debt which may be incurred. See the Company's consolidated
financial statements and related footnotes.
At December 31, 1995, the Company's portion of outstanding unsecured letters of
credit allocated to the Brink's Group was $14,402, primarily supporting the
Brink's Group's obligations under its various self-insurance programs.
9. STOCK OPTIONS
The Company grants options under its 1988 Stock Option Plan (the "1988 Plan") to
executives and key employees and under its Non-Employee Directors' Stock Option
Plan (the "Non-Employee Plan") to outside directors to purchase common stock
at a price not less than 100% of quoted market value at date of grant.
The Company's 1979 Stock Option Plan (the "1979 Plan") and 1985 Stock Option
Plan (the "1985 Plan") terminated in 1985 and 1988, respectively, except
as to options still outstanding.
As part of the Brink's Stock Proposal (Note 1), the 1988 and Non-Employee Plans
were amended to permit option grants to be made to optionees with respect to
Brink's Stock or Burlington Stock in addition to Minerals Stock. Upon approval
of the Brink's Stock Proposal, a total of 2,383,422 shares of Services Stock
were subject to options outstanding under the 1988 Plan, the Non-Employee Plan,
the 1979 Plan and the 1985 Plan. Pursuant to antidilution provisions in the
option agreements covering such plans, the Company converted these options into
options for shares of Brink's Stock or Burlington Stock, or both, depending on
the employment status and responsibilities of the particular optionee. In the
case of optionees having Company-wide responsibilities, each outstanding
Services Stock option was converted into options for both Brink's Stock and
Burlington Stock. In the case of other optionees, each outstanding option was
converted into a new option only for Brink's Stock or Burlington Stock, as the
case may be. As a result, upon approval of the Brink's Stock Proposal, 1,749,822
shares of Brink's Stock and 1,989,466 shares of Burlington Stock were subject to
options.
<PAGE>
10. CAPITAL STOCK
The Company, at any time, has the right to exchange each outstanding share of
Burlington Stock for shares of Brink's Stock (or, if no Brink's Stock is then
outstanding, Minerals Stock) having a fair market value equal to 115% of the
fair market value of one share of Burlington Stock. In addition, upon the
disposition of all or substantially all of the properties and assets of the
Burlington Group to any person (with certain exceptions), the Company is
required to exchange each outstanding share of Burlington Stock for shares of
Brink's Stock (or, if no Brink's Stock is then outstanding, Minerals Stock)
having a fair market value equal to 115% of the fair market value of one share
of Burlington Stock. The Company, at any time has the right, to exchange each
outstanding share of Minerals Stock, which was previously subject to exchange
for shares of Services Stock, for shares of Brink's Stock (or, if no Brink's
Stock is then outstanding, Burlington Stock) having a fair market value equal to
115% of the fair market value of one share of Minerals Stock. In addition, upon
the disposition of all or substantially all of the properties and assets of the
Minerals Group to any person (with certain exceptions), the Company is required
to exchange each outstanding share of Minerals Stock for shares of Brink's Stock
(or, if no Brink's Stock is then outstanding, Burlington Stock) having a fair
market value equal to 115% of the fair market value of one share of Minerals
Stock. If any shares of the Company's Preferred Stock are converted after an
exchange of Minerals Stock for Brink's Stock (or Burlington Stock), the holder
of such Preferred Stock would, upon conversion, receive shares of Brink's Stock
(or Burlington Stock) in lieu of shares of Minerals Stock otherwise issuable
upon such conversion.
Shares of Brink's Stock are not subject to either optional or mandatory
exchange. The net proceeds of any disposition of properties and assets of the
Brink's Group will be attributed to the Brink's Group. In the case of a
disposition of all or substantially all the properties and assets of any other
group, the net proceeds will be attributed to the group the shares of which have
been issued in exchange for shares of the selling group.
Holders of Brink's Stock at all times have one vote per share. Holders of
Burlington Stock and Minerals Stock have one and 0.626 votes per share,
respectively, subject to adjustment on January 1, 1998, and on each January 1
every two years thereafter in such a manner that each class' share of the
aggregate voting power at such time will be equal to that class' share of the
aggregate market capitalization of the Company's common stock at such time.
Accordingly, on each adjustment date, each share of Burlington Stock and
Minerals Stock may have more than, less than or continue to have the number of
votes per share as they have. Holders of Brink's Stock, Burlington Stock and
Minerals Stock vote together as a single voting group on all matters as to which
all common shareholders are entitled to vote. In addition, as prescribed by
Virginia law, certain amendments to the Articles of Incorporation affecting,
among other things, the designation, rights, preferences or limitations of one
class of common stock, or certain mergers or statutory share exchanges, must be
approved by the holders of such class of common stock, voting as a group, and,
in certain circumstances, may also have to be approved by the holders of the
other classes of common stock, voting as separate voting groups.
97
<PAGE>
<PAGE>
In the event of a dissolution, liquidation or winding up of the Company, the
holders of Brink's Stock, Burlington Stock and Minerals Stock, effective January
19, 1996, share on a per share basis an aggregate amount equal to 55%, 28% and
17%, respectively, of the funds, if any, remaining for distribution to the
common shareholders. In the case of Minerals Stock, such percentage has been
set, using a nominal number of shares of Minerals Stock of 4,202,954 (the
"Nominal Shares") in excess of the actual number of shares of Minerals Stock
outstanding, to ensure that the holders of Minerals Stock are entitled to the
same share of any such funds immediately following the consummation of the
transaction as they were prior thereto. These liquidation percentages are
subject to adjustment in proportion to the relative change in the total number
of shares of Brink's Stock, Burlington Stock and Minerals Stock, as the case may
be, then outstanding to the total number of shares of all other classes of
common stock then outstanding (which totals, in the case of Minerals Stock,
shall include the Nominal Shares).
In November 1995, the Board of Directors (the "Board") authorized the
repurchase, subject to shareholder approval of the Brink's Stock Proposal,
of up to 1,500,000 shares of Brink's Stock from time to time in the open market
or in private transactions, as conditions warrant, not to exceed an aggregate
purchase price of $45,000 for all common stock of the Company.
Dividends paid to holders of Brink's Stock are limited to funds of the Company
legally available for the payment of dividends. Amounts available for dividends
may be further limited by covenants in the Company's public debt indentures and
bank credit agreements. See the Company's consolidated financial statements and
related footnotes. Subject to these limitations, the Company's Board, although
there is no requirement to do so, intends to declare and pay dividends on the
Brink's Stock based primarily on the earnings, financial condition, cash flow
and business requirements of the Brink's Group.
In January 1994, the Company issued 161,000 shares of its $31.25 Series C
Cumulative Convertible Preferred Stock (the "Convertible Preferred Stock"). The
Convertible Preferred Stock, which is convertible into Minerals Stock and which
has been attributed to the Minerals Group, pays an annual dividend of $31.25 per
share payable quarterly, in cash, in arrears, out of all funds of the Company
legally available therefore, when as and if, declared by the Board. Payment of
dividends commenced on March 1, 1994. Such stock also bears a liquidation
preference of $500 per share, plus an amount equal to accrued and unpaid
dividends thereon.
<PAGE>
In December 1992, the Company formed the Pittston Company Employee Benefits
Trust (the "Trust") to hold shares of its common stock to fund obligations under
certain employee benefits programs. Upon formation of the Trust, the Company
sold for a promissory note of the Trust, 4,000,000 shares of its common stock to
the Trust at a price equal to the fair value of the stock on the date of sale.
Upon approval of the Brink's Stock Proposal, 3,537,811 shares in the Trust were
redesignated as Brink's Stock. At December 31, 1995, 3,552,906 shares of Brink's
Stock (3,778,565 in 1994) remained in the Trust, valued at market. The value of
these shares has no impact on shareholder's equity.
11. ACQUISITIONS
During 1995, the Brink's Group increased its investment in an equity affiliate
to a controlling interest for a purchase price of $956. The acquisition was
accounted for as a purchase; accordingly, the purchase price was allocated to
the underlying assets and liabilities based on the estimated fair value at the
date of acquisition. The fair value of the assets acquired was $9,493 and
liabilities assumed was $9,456. The excess of the purchase price over the fair
value of assets acquired and liabilities assumed was $919 and is being amortized
over a period of forty years.
The results of operations of the acquired company have been included in the
Brink's Group's results of operations from the date of acquisition.
12. LEASES
The Brink's Group's businesses lease facilities, vehicles, computers and other
equipment under long-term operating leases with varying terms, and most of the
leases contain renewal and/or purchase options. As of December 31, 1995,
aggregate future minimum lease payments under noncancellable operating leases
were as follows:
<TABLE>
<CAPTION>
Equipment
Facilities & Other Total
- ----------------------------------------------------
<S> <C> <C> <C>
1996 $13,069 2,879 15,948
1997 11,637 1,657 13,294
1998 8,627 1,140 9,767
1999 7,573 370 7,943
2000 6,430 274 6,704
2001 5,804 98 5,902
2002 5,180 21 5,201
2003 4,842 8 4,850
2004 4,652 6 4,658
2005 3,589 6 3,595
Later Years 7,493 6 7,499
- ----------------------------------------------------
Total $78,896 6,465 85,361
====================================================
</TABLE>
98
<PAGE>
<PAGE>
These amounts are net of aggregate future minimum non-cancellable sublease
rentals of $302.
Rent expense amounted to $23,469 in 1995, $17,419 in 1994 and $14,908 in 1993.
The Brink's Group incurred capital lease obligations of $648 in 1995, $1,651 in
1994 and $1,059 in 1993. As of December 31, 1995, the Brink's Group's
obligations under capital leases were not significant.
13. EMPLOYEE BENEFIT PLANS
The Brink's Group's businesses participate in the Company's noncontributory
defined benefit pension plan covering substantially all nonunion employees who
meet certain minimum requirements in addition to sponsoring certain other
defined benefit plans. Benefits of most of the plans are based on salary and
years of service. The Brink's Group's pension cost relating to its participation
in the Company's defined benefit pension plan is actuarially determined based on
its respective employees and an allocable share of the pension plan assets. The
Company's policy is to fund the actuarially determined amounts necessary to
provide assets sufficient to meet the benefits to be paid to plan participants
in accordance with applicable regulations. The net pension expense (credit) for
1995, 1994 and 1993 for all plans is as follows:
<TABLE>
<CAPTION>
Year Ended December 31
1995 1994 1993
- --------------------------------------------------------------------------------
<S> <C> <C> <C>
Service cost benefits earned during year $ 5,031 5,551 4,558
Interest cost on projected benefit obligation 8,719 7,838 7,765
Return on assets actual (28,019) (1,750) (18,726)
(Loss) return on assets deferred 14,717 (10,910) 7,011
Other amortization, net (505) (472) (274)
- --------------------------------------------------------------------------------
Net pension expense (credit) $ (57) 257 334
================================================================================
</TABLE>
The assumptions used in determining the net pension expense (credit) for the
Company's major pension plan were as follows:
<TABLE>
<CAPTION>
1995 1994 1993
<S> <C> <C> <C>
- ------------------------------------------------------------------------
Interest cost on projected benefit obligation 8.75% 7.5% 9.0%
Expected long-term rate of return on assets 10.0% 10.0% 10.0%
Rate of increase in compensation levels 4.0% 4.0% 5.0%
</TABLE>
<PAGE>
The funded status and prepaid pension expense at December 31, 1995 and 1994 are
as follows:
<TABLE>
<CAPTION>
1995 1994
- ---------------------------------------------------------------------------------------------------------
<S> <C> <C>
Actuarial present value of accumulated benefit obligation:
Vested $ 104,120 78,344
Nonvested 8,282 6,559
- ---------------------------------------------------------------------------------------------------------
112,402 84,903
Benefits attributable to projected salaries 18,966 14,965
- ---------------------------------------------------------------------------------------------------------
Projected benefit obligation 131,368 99,868
Plan assets at fair value 159,555 132,736
- ---------------------------------------------------------------------------------------------------------
Excess of plan assets over projected
benefit obligation 28,187 32,868
Unamortized initial net asset (2,918) (3,418)
Unrecognized experience loss 6,781 604
Unrecognized prior service cost 1,385 1,608
- ---------------------------------------------------------------------------------------------------------
Net pension assets 33,435 31,662
Current pension liability 488 833
- ---------------------------------------------------------------------------------------------------------
Deferred pension asset per balance sheet $ 33,923 32,495
=========================================================================================================
</TABLE>
For the valuation of pension obligations and the calculation of the funded
status, the discount rate was 7.5% in 1995 and 8.75% in 1994. The expected
long-term rate of return on assets was 10% in both years. The rate of increase
in compensation levels used was 4% in 1995 and 1994.
The unrecognized initial net asset at January 1, 1986 (January 1, 1989, for
certain foreign pension plans), the date of adoption of SFAS 87, has been
amortized over the estimated remaining average service life of the employees. As
of December 31, 1995, approximately 65% of plan assets were invested in equity
securities and 35% in fixed income securities.
The Brink's Group also provides certain postretirement health care and life
insurance benefits for eligible active and retired employees in the United
States and Canada.
For the years 1995, 1994 and 1993, the components of periodic expense for these
postretirement benefits were as follows:
<TABLE>
<CAPTION>
Year Ended December 31
1995 1994 1993
- -------------------------------------------------------------------
<S> <C> <C> <C>
Service cost benefits earned during year $ 68 86 70
Interest cost on accumulated postretirement
benefit obligation 240 232 256
- -----------------------------------------------------------------
Total expense $308 318 326
=================================================================
</TABLE>
99
<PAGE>
<PAGE>
Interest costs on the accumulated postretirement benefit obligation were based
upon rates of 8.75% in 1995, 7.5% in 1994 and 9% in 1993.
At December 31, 1995 and 1994, the actuarial and recorded liabilities for these
postretirement benefits, none of which have been funded, were as follows:
<TABLE>
<CAPTION>
1995 1994
<S> <C> <C>
- ----------------------------------------------------------------
Accumulated postretirement benefit obligation:
Retirees $1,632 1,675
Fully eligible active plan participants 777 654
Other active plan participants 1,195 766
- ----------------------------------------------------------------
3,604 3,095
Unrecognized experience gain 155 477
- ----------------------------------------------------------------
Liability included on the balance sheet 3,759 3,572
Less current portion 284 292
- ----------------------------------------------------------------
Noncurrent liability for postretirement health
care and life insurance benefits $3,475 3,280
================================================================
</TABLE>
The accumulated postretirement benefit obligation was determined using the unit
credit method and an assumed discount rate of 7.5% in 1995 and 8.75% in 1994.
The postretirement benefit obligation for U.S. salaried employees does not
provide for changes in health care costs since the employer's contribution to
the plan is a fixed amount. The assumed health care cost trend rate used in 1995
for employees under a foreign plan was 9% grading down to 5% in the year 2001.
A percentage point increase each year in the assumed health care cost trend rate
used would have resulted in a $11 increase in the aggregate service and interest
components of expense for the year 1995, and a $60 increase in the accumulated
postretirement benefit obligation at December 31, 1995.
The Brink's Group also participates in the Company's Savings-Investment Plan to
assist eligible employees in providing for retirement or other future financial
needs. Employee contributions are matched at rates of 75% to 125% up to 5% of
compensation (subject to certain limitations imposed by the Internal Revenue
Code of 1986, as amended). Contribution expense under the plan aggregated $2,794
in 1995, $2,706 in 1994 and $2,153 in 1993.
In May 1994, the Company's shareholders approved the Employee Stock Purchase
Plan effective July 1, 1994. See the Company's consolidated financial statements
and related footnotes for information regarding the Company's Employee Stock
Purchase Plan.
<PAGE>
14. OTHER OPERATING INCOME
Other operating income includes the Brink's Group's share of net income in
unconsolidated affiliated companies which are carried on the equity method.
Amounts presented include the accounts of the following equity affiliates:
<TABLE>
<CAPTION>
Ownership
At December 31, 1995
<S> <C>
- ------------------------------------------------------------
Servicio Pan Americano De Protecion, S.A. (Mexico) 20.0%
Brink's Panama, S.A 49.0%
Brink's S.A. (France) 38.0%
Brink's Schenker, GmbH (Germany) 50.0%
Brink's Securmark S.p.A. (Italy) 24.5%
Security Services (Brink's Jordan), W.L.L 45.0%
Brink's-Allied Limited (Ireland) 50.0%
Brink's Arya India Private Limited 40.0%
Brink's Pakistan (Pvt.) Limited 49.0%
Brink's Taiwan Limited 50.0%
Brink's (Thailand) Ltd. 40.0%
</TABLE>
The following table presents summarized financial information of these
companies.
<TABLE>
<CAPTION>
1995 1994 1993
<S> <C> <C> <C>
- ------------------------------------------------------------------------------
Revenues $ 715,423 784,699 688,637
Gross profit 58,661 147,468 140,402
Net income (loss) (6,048) 22,661 24,739
The Company's share of net income (loss) $ 136 6,048 6,895
=============================================================================
Current assets $155,687 149,367
Noncurrent assets 218,019 291,085
Current liabilities 209,016 135,824
Noncurrent liabilities 80,860 156,375
Net equity $ 83,830 148,253
</TABLE>
Undistributed earnings of such companies approximated $37,321 at December 31,
1995.
15. SEGMENT INFORMATION
Operating revenues by geographic area are as follows:
<TABLE>
<CAPTION>
Year Ended December 31
1995 1994 1993
- ----------------------------------------------------
<S> <C> <C> <C>
United States $464,738 406,828 356,869
Brazil 106,678 70,492 43,974
Other foreign 216,979 179,673 170,110
- ----------------------------------------------------
Total operating revenues $788,395 656,993 570,953
====================================================
</TABLE>
The following is derived from the business segment information in the Company's
consolidated financial statements as it relates to the Brink's Group. See Note
2, Related Party Transactions, for a description of the Company's policy for
corporate allocations.
100
<PAGE>
<PAGE>
The Brink's Group's portion of the Company's operating profit is as follows:
<TABLE>
<CAPTION>
Year Ended December 31
1995 1994 1993
- ----------------------------------------------------
<S> <C> <C> <C>
United States $ 63,362 51,343 43,707
Brazil 5,329 3,162 1,413
Other foreign 13,553 17,637 16,288
- ----------------------------------------------------
Brink's Group's portion of the
Company's segment operating
profit 82,244 72,142 61,408
Allocated general corporate
expense (4,770) (4,666) (4,757)
- ----------------------------------------------------
Total operating profit $ 77,474 67,476 56,651
====================================================
</TABLE>
The Brink's Group's portion of the Company's assets at year end is as follows:
<TABLE>
<CAPTION>
Year Ended December 31
1995 1994 1993
- ---------------------------------------------------------------
<S> <C> <C> <C>
United States $240,397 203,364 173,416
Brazil 29,492 25,843 20,780
Other foreign 167,834 155,981 145,642
- ---------------------------------------------------------------
Brink's Group's portion of the
Company's assets 437,723 385,188 339,838
Brink's Group's portion of
corporate assets 24,697 24,503 23,208
Deferred tax reclass 22,306 17,196 14,877
- ---------------------------------------------------------------
Total assets $484,726 426,887 377,923
===============================================================
</TABLE>
Industry segment information is as follows:
<TABLE>
<CAPTION>
Year Ended December 31
1995 1994 1993
- ------------------------------------------------------------------------
<S> <C> <C> <C>
REVENUES:
Brink's $ 659,459 547,046 481,904
BHS 128,936 109,947 89,049
- ------------------------------------------------------------------------
Total revenues $ 788,395 656,993 570,953
========================================================================
OPERATING PROFIT:
Brink's (a) $ 42,738 39,710 35,008
BHS (b) 39,506 32,432 26,400
- ------------------------------------------------------------------------
Segment operating profit 82,244 72,142 61,408
Allocated general corporate expense (4,770) (4,666) (4,757)
- ------------------------------------------------------------------------
Total operating profit $ 77,474 67,476 56,651
========================================================================
</TABLE>
(a) Includes equity in net income of unconsolidated foreign affiliates of $136
in 1995, $6,048 in 1994 and $6,895 in 1993.
(b) As of January 1, 1992, BHS elected to capitalize categories of costs not
previously capitalized for home security installations to more accurately
reflect subscriber installation costs. The effect of this change in accounting
principle was to increase operating profit $5,196 in 1995, $4,137 in 1994 and
$4,051 in 1993 (Note 4).
<PAGE>
<TABLE>
<CAPTION>
Year Ended December 31
1995 1994 1993
- --------------------------------------------------------------------
<S> <C> <C> <C>
CAPITAL EXPENDITURES:
Brink's $ 23,063 23,963 22,209
BHS 47,256 34,071 26,409
Allocated general corporate 111 60 32
- --------------------------------------------------------------------
Total capital expenditures $ 70,430 58,094 48,650
====================================================================
DEPRECIATION AND AMORTIZATION:
Brink's $ 21,844 20,553 20,150
BHS 21,028 17,817 14,357
Allocated general corporate expense 105 93 89
- --------------------------------------------------------------------
Total depreciation and amortization $ 42,977 38,463 34,596
====================================================================
ASSETS AT DECEMBER 31:
Brink's 321,022 297,816 267,229
BHS 116,701 87,372 72,609
- --------------------------------------------------------------------
Identifiable assets 437,723 385,188 339,838
Allocated portion of the Company's
corporate assets 24,697 24,503 23,208
Deferred tax reclass 22,306 17,196 14,877
- --------------------------------------------------------------------
Total assets $484,726 426,887 377,923
====================================================================
</TABLE>
16. CONTINGENT LIABILITIES
Under the Coal Industry Retiree Health Benefit Act of 1992 (the "Act"), the
Company and its majority-owned subsidiaries at July 20, 1992, including the
Brink's Group included in these financial statements, are jointly and severally
liable with the Burlington Group and the Minerals Group for the costs of health
care coverage provided for by that Act. For a description of the Act and an
estimate of certain of such costs, see Note 13 to the Company's consolidated
financial statements. At this time, the Company expects the Minerals Group to
generate sufficient cash flow to discharge its obligations under the Act.
In April 1990, the Company entered into a settlement agreement to resolve
certain environmental claims against the Company arising from hydrocarbon
contamination at a petroleum terminal facility ("Tankport") in Jersey City, New
Jersey, which operations were sold in 1983. Under the settlement agreement, the
Company is obligated to pay 80% of the remediation costs. Based on data
available to the Company and its environmental consultants, the Company
estimates its portion of the cleanup costs on an undiscounted basis using
existing technologies to be between $6,700 and $16,400 over a period of up to
five years. Management is unable to determine that any amount within that range
is a better
101
<PAGE>
<PAGE>
estimate due to a variety of uncertainties, which include the extent of the
contamination at the site, the permitted technologies for remediation and the
regulatory standards by which the clean-up will be conducted. The clean-up
estimates have been modified from prior years' in light of cost inflation. The
estimate of costs and the timing of payments could change as a result of changes
to the remediation plan required, changes in the technology available to treat
the site, unforseen circumstances existing at the site and additional cost
inflation.
The Company commenced insurance coverage litigation in 1990, in the United
States District Court for the District of New Jersey, seeking a declaratory
judgment that all amounts payable by the Company pursuant to the Tankport
obligation were reimbursable under comprehensive general liability and pollution
liability policies maintained by the Company. In August 1995, the District Court
ruled on various Motions for Summary Judgement. In its decision, the Court found
favorably for the Company on several matters relating to the comprehensive
general liability policies but concluded that the pollution liability policies
did not contain pollution coverage for the types of claims associated with the
Tankport site. The Company has filed a notice of its intent to appeal the
District Court's decision to the Third Circuit. Management and its outside legal
counsel continue to believe, however, that recovery of a substantial portion of
the cleanup costs will ultimately be probable of realization. Accordingly,
management is revising its earlier belief that there is no net liability for the
Tankport obligation, and it is the Company's belief that, based on estimates of
potential liability and probable realization of insurance recoveries, the
Company would be liable for approximately $1,400 based on the Court's decision
and related developments of New Jersey law.
17. SUPPLEMENTAL CASH FLOW INFORMATION
For the years ended December 31, 1995, 1994 and 1993, cash payments for income
taxes, net of refunds received, were $22,352, $19,277 and $15,595, respectively.
For the years ended December 31, 1995, 1994 and 1993, cash payments for interest
were $1,663, $2,502 and $2,722, respectively.
18. SELECTED QUARTERLY FINANCIAL DATA
Tabulated below are certain data for each quarter of 1995 and 1994.
<TABLE>
<CAPTION>
1st 2nd 3rd 4th
- ----------------------------------------------------------------------
<S> <C> <C> <C> <C>
1995 QUARTERS:
Operating revenues $179,400 185,606 208,958 214,431
Gross profit 39,876 44,242 50,803 53,791
Net income $ 9,546 11,965 14,613 14,969
Per Pittston Brink's Group
Common Share:
Net income $ .25 .32 .39 .39
1994 QUARTERS:
Operating revenues $149,569 155,085 171,787 180,552
Gross profit 32,850 38,567 43,043 44,348
Net income $ 7,172 9,779 11,576 12,962
Per Pittston Brink's Group
Common Share:
Net income $ .19 .26 .31 .34
102
<PAGE>
<PAGE>
Pittston Burlington Group
STATEMENT OF MANAGEMENT RESPONSIBILITY
The management of The Pittston Company (the "Company") is responsible for
preparing the accompanying Pittston Burlington Group (the "Burlington Group")
financial statements and for their integrity and objectivity. The statements
were prepared in accordance with generally accepted accounting principles.
Management has also prepared the other information in the annual report and is
responsible for its accuracy.
In meeting our responsibility for the integrity of the financial statements, we
maintain a system of internal controls designed to provide reasonable assurance
that assets are safeguarded, that transactions are executed in accordance with
management's authorization and that the accounting records provide a reliable
basis for the preparation of the financial statements. Qualified personnel
throughout the organization maintain and monitor these internal controls on an
ongoing basis. In addition, the Company maintains an internal audit department
that systematically reviews and reports on the adequacy and effectiveness of the
controls, with management follow-up as appropriate.
Management has also established a formal Business Code of Ethics which is
distributed throughout the Company. We acknowledge our responsibility to
establish and preserve an environment in which all employees properly understand
the fundamental importance of high ethical standards in the conduct of our
business.
The accompanying financial statements have been audited by KPMG Peat Marwick
LLP, independent auditors. During the audit they review and make appropriate
tests of accounting records and internal controls to the extent they consider
necessary to express an opinion on the Burlington Group's financial statements.
The Company's Board of Directors pursues its oversight role with respect to the
Burlington Group's financial statements through the Audit and Ethics Committee,
which is composed solely of outside directors. The Committee meets periodically
with the independent auditors, internal auditors and management to review the
Company's control system and to ensure compliance with applicable laws and the
Company's Business Code of Ethics.
We believe that the policies and procedures described above are appropriate and
effective and do enable us to meet our responsibility for the integrity of the
Burlington Group's financial statements.
<PAGE>
INDEPENDENT AUDITORS' REPORT
The Board of Directors and Shareholders
The Pittston Company
We have audited the accompanying balance sheets of Pittston Burlington Group (as
described in Note 1) as of December 31, 1995 and 1994, and the related
statements of operations and cash flows for each of the years in the three-year
period ended December 31, 1995. These financial statements are the
responsibility of The Pittston Company's management. Our responsibility is to
express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements of Pittston Burlington Group present
fairly, in all material respects, the financial position of Pittston Burlington
Group as of December 31, 1995 and 1994, and the results of its operations and
its cash flows for each of the years in the three-year period ended December 31,
1995, in conformity with generally accepted accounting principles.
As more fully discussed in Note 1, the financial statements of Pittston
Burlington Group should be read in connection with the audited consolidated
financial statements of The Pittston Company and subsidiaries.
KPMG Peat Marwick LLP
Stamford, Connecticut
January 25, 1996
103
<PAGE>
<PAGE>
Pittston Burlington Group
BALANCE SHEETS
</TABLE>
<TABLE>
<CAPTION>
December 31
(Dollars in thousands) 1995 1994
- ---------------------------------------------------------------------------------------------------------------
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents $ 25,847 18,384
Accounts receivable:
Trade 218,081 180,024
Other 11,973 8,791
- ---------------------------------------------------------------------------------------------------------------
230,054 188,815
Less estimated amount uncollectible 10,373 10,475
- ---------------------------------------------------------------------------------------------------------------
219,681 178,340
Receivable -- Pittston Minerals Group (Note 2) 5,910 31,465
Inventories 1,684 2,035
Prepaid expenses 13,603 9,290
Deferred income taxes (Note 7) 11,512 11,655
- ---------------------------------------------------------------------------------------------------------------
Total current assets 278,237 251,169
Property, plant and equipment, at cost (Note 4) 128,440 95,053
Less accumulated depreciation and amortization 56,269 50,611
- ---------------------------------------------------------------------------------------------------------------
72,171 44,442
Intangibles, net of amortization (Notes 5 and 11) 180,739 180,686
Deferred pension assets (Note 13) 10,427 10,655
Deferred income taxes (Note 7) 12,875 9,050
Other assets 17,628 25,514
- ---------------------------------------------------------------------------------------------------------------
Total assets $ 572,077 521,516
- ---------------------------------------------------------------------------------------------------------------
LIABILITIES AND SHAREHOLDER'S EQUITY
Current liabilities:
Short-term borrowings $ 32,181 8,779
Current maturities of long-term debt (Note 8) 1,964 938
Accounts payable 157,770 149,290
Accrued liabilities:
Taxes 13,760 10,389
Workers' compensation and other claims 3,459 4,185
Miscellaneous 45,092 44,944
- ---------------------------------------------------------------------------------------------------------------
62,311 59,518
- ---------------------------------------------------------------------------------------------------------------
Total current liabilities 254,226 218,525
Long-term debt, less current maturities (Note 8) 26,697 41,906
Postretirement benefits other than pensions (Note 13) 2,713 2,481
Deferred income taxes (Note 7) 1,996 1,572
Payable Pittston Minerals Group (Note 2) 8,029 10,436
Other liabilities 6,563 5,716
Commitments and contingent liabilities (Notes 8, 12, and 15)
Shareholder's equity (Note 3) 271,853 240,880
- ---------------------------------------------------------------------------------------------------------------
Total liabilities and shareholder's equity $ 572,077 521,516
- ---------------------------------------------------------------------------------------------------------------
</TABLE>
See accompanying notes to financial statements.
104
<PAGE>
<PAGE>
Pittston Burlington Group
STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
Year Ended December 31
(In thousands, except per share amounts) 1995 1994 1993
- ---------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Operating revenue $1,414,821 1,215,284 998,079
- ---------------------------------------------------------------------------------------------------------------
Costs and expenses:
Operating expenses 1,245,721 1,043,895 865,587
Selling, general and administrative expenses 117,980 110,036 102,089
- ---------------------------------------------------------------------------------------------------------------
Total costs and expenses 1,363,701 1,153,931 967,676
- ---------------------------------------------------------------------------------------------------------------
Other operating income 2,833 3,206 2,811
- ---------------------------------------------------------------------------------------------------------------
Operating profit 53,953 64,559 33,214
Interest income 4,430 2,127 901
Interest expense (Note 2) (5,108) (3,847) (6,103)
Other income (expense), net (1,702) (1,629) (97)
- ---------------------------------------------------------------------------------------------------------------
Income before income taxes 51,573 61,210 27,915
Provision for income taxes (Note 7) 18,718 22,854 12,439
- ---------------------------------------------------------------------------------------------------------------
Net income $ 32,855 38,356 15,476
- ---------------------------------------------------------------------------------------------------------------
Net income per common share (Note 1) $ 1.73 2.03 .84
- ---------------------------------------------------------------------------------------------------------------
Average common shares outstanding 18,966 18,892 18,454
</TABLE>
See accompanying notes to financial statements.
105
<PAGE>
<PAGE>
Pittston Burlington Group
STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
Year Ended December 31
(In thousands) 1995 1994 1993
- ---------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Cash flows from operating activities:
Net income $32,855 38,356 15,476
Adjustments to reconcile net income to net cash provided by
operating activities:
Noncash charges and other write-offs -- 306 --
Depreciation and amortization 19,972 17,319 15,378
Provision for aircraft heavy maintenance 26,317 26,598 20,962
Credit for deferred income taxes (4,345) (5,256) (1,337)
Provision for pensions, noncurrent 218 203 290
Provision for uncollectible accounts receivable 2,336 3,054 2,949
Equity in earnings of unconsolidated affiliates, net of dividends received (194) (118) (115)
Loss (gain) on sale of property, plant and equipment 209 39 (234)
Other operating, net 828 343 278
Change in operating assets and liabilities, net of effects of
acquisitions and dispositions:
Increase in accounts receivable (38,946) (45,084) (9,986)
(Increase) decrease in inventories 351 (242) (361)
(Increase) decrease in prepaid expenses (4,127) 1,575 (2,610)
Increase in accounts payable and accrued liabilities 5,193 64,615 10,104
Decrease (increase) in other assets (551) 272 (4,921)
Increase (decrease) in other liabilities 642 1,000 (75)
Other, net (1,270) 860 (515)
- ---------------------------------------------------------------------------------------------------------------
Net cash provided by operating activities 39,488 103,840 45,283
- ---------------------------------------------------------------------------------------------------------------
Cash flows from investing activities:
Additions to property, plant and equipment (32,399) (24,005) (28,362)
Proceeds from disposal of property, plant and equipment 422 1,467 972
Aircraft heavy maintenance expenditures (22,356) (15,333) (19,148)
Acquisitions, net of cash acquired, and related contingency payments (1,338) (5,938) (736)
Other, net 3,683 3,775 (23)
- ---------------------------------------------------------------------------------------------------------------
Net cash used by investing activities (51,988) (40,034) (47,297)
- ---------------------------------------------------------------------------------------------------------------
Cash flows from financing activities:
Additions to debt 28,060 31,790 --
Reductions of debt (2,834) (30,482) (23,894)
Payments (to) from Minerals Group (878) (55,731) 13,266
Repurchase of common stock (1,132) (2,042) (304)
Proceeds from exercise of stock options 756 1,837 4,001
Proceeds from employee stock purchase plan 195 -- --
Proceeds from sale of stock to Savings Investment Plan -- -- 73
Proceeds from sale of stock to Minerals Group -- 106 42
Dividends paid (4,204) (4,154) (3,880)
Cost of Services Stock Proposal -- (1) (782)
Net cash from the Company -- -- 6,937
- ---------------------------------------------------------------------------------------------------------------
Net cash provided (used) by financing activities 19,963 (58,677) (4,541)
- ---------------------------------------------------------------------------------------------------------------
Net increase (decrease) in cash and cash equivalents 7,463 5,129 (6,555)
Cash and cash equivalents at beginning of period 18,384 13,255 19,810
- ---------------------------------------------------------------------------------------------------------------
Cash and cash equivalents at end of period $25,847 18,384 13,255
- ---------------------------------------------------------------------------------------------------------------
</TABLE>
See accompanying notes to financial statements.
106
<PAGE>
<PAGE>
Pittston Burlington Group
NOTES TO FINANCIAL STATEMENTS
(Dollars in thousands, except per share amounts)
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
BASIS OF PRESENTATION
On January 18, 1996, the shareholders of The Pittston Company (the "Company")
approved the Brink's Stock Proposal, as described in the Company's proxy
statement dated December 15, 1995, resulting in the modification, effective as
of January 19, 1996, of the capital structure of the Company to include an
additional class of common stock. The outstanding shares of Pittston Services
Group Common Stock ("Services Stock") have been redesignated as Pittston Brink's
Group Common Stock, par value $1.00 per share ("Brink's Stock"), and one-half of
one share of a new class of common stock identified as Pittston Burlington Group
Common Stock, par value $1.00 per share, ("Burlington Stock") has been
distributed for each outstanding share of Services Stock. Holders of Pittston
Minerals Group Common Stock ("Minerals Stock") continue to be holders of such
stock, which continues to reflect the performance of the Pittston Minerals Group
(the "Minerals Group"). Brink's Stock is intended to reflect the performance of
the Pittston Brink's Group (the "Brink's Group") and Burlington Stock is
intended to reflect the performance of the Pittston Burlington Group (the
"Burlington Group").
The financial statements of the Burlington Group include the balance sheets, the
results of operations and cash flows of the Burlington Air Express Inc.
("Burlington") operations of the Company, and a portion of the Company's
corporate assets and liabilities and related transactions which are not
separately identified with operations of a specific segment. The Burlington
Group's financial statements are prepared using the amounts included in the
Company's consolidated financial statements. Corporate allocations reflected in
these financial statements are determined based upon methods which management
believes to be a reasonable and equitable allocation of such items
(see Note 2).
All stock and per share data in the accompanying financial statements have been
restated to reflect the modification of the Company's capital structure. The
primary impacts of this restatement are as follows:
For the purpose of computing net income per common share of Burlington Stock,
the number of shares of Burlington Stock are assumed to be one-half of the
total number of shares of Services Stock. Net income per common share is
computed by dividing net income by the weighted average number of
common shares outstanding during the period. The potential dilution from the
exercise of stock options is not material. The potential dilution from the
assumed conversion of the 9.20% convertible subordinated debentures in 1993
was not included since its effect was antidilutive. The shares of Burlington
Stock assumed to be held in The Pittston Company Employee Benefits Trust are
evaluated for inclusion in the calculation of net income per share under the
treasury stock method and had no dilutive effect.
<PAGE>
All financial impacts of purchases and issuances of Services Stock have been
attributed to each Group in relation of their respective common equity to the
Services Group common stock. Dividends paid by the Company were attributed to
the Brink's and Burlington Groups in relation to the initial dividends to be
paid on the Brink's Stock and the Burlington Stock.
The Company provides to holders of Burlington Stock separate financial
statements, financial review, descriptions of business and other relevant
information for the Burlington Group in addition to the consolidated financial
information of the Company. Notwithstanding the attribution of assets and
liabilities (including contingent liabilities) among the Minerals Group, the
Brink's Group and the Burlington Group for the purpose of preparing their
respective financial statements, this attribution and the change in the capital
structure of the Company contemplated by the Brink's Stock Proposal did not
affect legal title to such assets or responsibility for such liabilities for the
Company or any of its subsidiaries. Holders of Burlington Stock are common
shareholders of the Company, which continues to be responsible for all of its
liabilities. Financial impacts arising from one group that affect the Company's
financial condition could affect the results of operations and financial
condition of each of the groups. Since financial developments within one group
could affect other groups, all shareholders of the Company could be adversely
affected by an event directly impacting only one group. Accordingly, the
Company's consolidated financial statements must be read in connection with the
Burlington Group's financial statements.
The accounting policies applicable to the preparation of the financial
statements of the Burlington Group may be modified or rescinded at the sole
discretion of the Board without approval of shareholders, although there is no
intention to do so.
107
<PAGE>
<PAGE>
PRINCIPLES OF COMBINATION
The accompanying financial statements reflect the combined accounts of the
businesses comprising the Burlington Group and their majority-owned
subsidiaries. The Burlington Group interests in 20% to 50% owned companies are
carried on the equity method. All material intercompany items and transactions
have been eliminated in combination. Certain prior year amounts have been
reclassified to conform to the current year's financial statement presentation.
CASH AND CASH EQUIVALENTS
Cash and cash equivalents include cash on hand, demand deposits and investments
with original maturities of three months or less.
INVENTORIES
Inventories are stated at cost (determined under the first-in, first-out or
average cost method) or market, whichever is lower.
PROPERTY, PLANT AND EQUIPMENT
Expenditures for maintenance and repairs are charged to expense, and the costs
of renewals and betterments are capitalized. Depreciation is provided
principally on the straight-line method at varying rates depending upon
estimated useful lives.
INTANGIBLES
The excess of cost over fair value of net assets of companies acquired is
amortized on a straight-line basis over the estimated periods benefited.
The Burlington Group evaluates the carrying value of intangibles and the periods
of amortization to determine whether events and circumstances warrant revised
estimates of asset value or useful lives. The Burlington Group annually assesses
the recoverability of the excess of cost over net assets acquired by determining
whether the amortization of the asset balance over its remaining life can be
recovered through projected undiscounted future operating cash flows. Evaluation
of asset value as well as periods of amortization are performed on a
disaggregated basis at each of the Burlington Group's operating units.
INCOME TAXES
Income taxes are accounted for in accordance with Statement of Financial
Accounting Standards No. 109, "Accounting for Income Taxes", which requires
recognition of deferred tax liabilities and assets for the expected future tax
consequences of events that have been included in the financial statements or
tax returns. Under this method, deferred tax liabilities and assets are
determined based on the difference between the financial statement and tax bases
of assets and liabilities using enacted tax rates in effect for the year in
which the differences are expected to reverse.
<PAGE>
See Note 2 for allocation of the Company's U.S. federal income taxes to the
Burlington Group.
POSTRETIREMENT BENEFITS OTHER THAN PENSIONS
Postretirement benefits other than pensions are accounted for in accordance with
Statement of Financial Accounting Standards No. 106, "Employers' Accounting for
Postretirement Benefits Other Than Pensions", which requires employers to accrue
the cost of such retirement benefits during the employees' service with the
Company.
FOREIGN CURRENCY TRANSLATION
Assets and liabilities of foreign operations have been translated at current
exchange rates, and related revenues and expenses have been translated at
average rates of exchange in effect during the year. Resulting cumulative
translation adjustments have been included in shareholder's equity. Translation
adjustments relating to operations in countries with highly inflationary
economies are included in net income, along with all transaction gains and
losses for the period.
A portion of the Burlington Group's financial results is derived from activities
in several foreign countries, each with a local currency other than the U.S.
dollar. Because the financial results of the Burlington Group are reported in
U.S. dollars, they are affected by the changes in the value of the various
foreign currencies in relation to the U.S. dollar. However, the Burlington
Group's international activity is not concentrated in any single currency, which
reduces the risks of foreign currency rate fluctuations.
FINANCIAL INSTRUMENTS
The Burlington Group uses foreign currency forward contracts to hedge risk of
changes in foreign currency rates associated with certain transactions
denominated in various currencies. Realized and unrealized gains and losses on
these contracts, designated and effective as hedges, are deferred and recognized
as part of the specific transaction hedged.
The Burlington Group also utilizes financial instruments to protect against
price increases in jet fuel as well as interest rate changes on certain variable
rate lease obligations. Gains and losses on such financial instruments,
designated and effective as hedges, are recognized as part of the specific
transaction hedged.
REVENUE RECOGNITION
Revenues related to transportation services are recognized, together with
related transportation costs, on the date shipments physically depart from
facilities en route to destination locations. Financial statements resulting
from existing recognition policies do not materially differ from the allocation
of revenue between reporting periods based on relative transit times in each
reporting period with expenses recognized as incurred.
108
<PAGE>
<PAGE>
USE OF ESTIMATES
In accordance with generally accepted accounting principles, management of the
Company has 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 financial statements. Actual results could differ
from those estimates.
PENDING ACCOUNTING CHANGES
The Burlington Group is required to implement a new accounting standard,
Statement of Financial Accounting Standards ("SFAS") No. 121, "Accounting for
the Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed
Of", in 1996. SFAS No. 121 requires companies to review long-lived assets and
certain identifiable intangibles to be held and used by an entity for impairment
whenever circumstances indicate that the carrying amount of an asset may not be
recoverable. SFAS No. 121 requires companies to utilize a two-step approach to
determining whether impairment of such assets has occurred and, if so, the
amount of such impairment. Although the Burlington Group is still reviewing the
impact of adopting SFAS No. 121, it is estimated that its adoption will not have
any impact on the Burlington Group's financial statements as of January 1, 1996.
The Burlington Group is required to implement a new accounting standard SFAS No.
123, "Accounting for Stock Based Compensation", in 1996. SFAS No. 123
establishes financial accounting and reporting standards for stock-based
employee compensation plans. Although SFAS No. 123 encourages adoption of a
fair value based method of accounting for all employee stock compensation
plans, it allows entities to continue to measure compensation cost for those
plans using the intrinsic value based method of accounting prescribed by
Accounting Principles Board Opinion ("APB") No. 25, "Accounting for Stock
issued to Employees" with disclosure of net income and earnings per share
as if the fair value based method of accounting is applied. The Burlington
Group expects to continue to account for its stock compensation plans according
to APB No. 25 with the disclosure of the impact on net income and earnings
per share as if the fair value based method of accounting is applied.
2. RELATED PARTY TRANSACTIONS
The following policies may be modified or rescinded by action of the Board, or
the Board may adopt additional policies, without approval of the shareholders of
the Company, although the Board has no present intention to do so. The Company
allocated certain corporate general and administrative expenses, net interest
expense and related assets and liabilities in accordance
with the policies described below. Corporate assets and liabilities are
primarily cash, deferred pension assets, income taxes and accrued liabilities.
<PAGE>
FINANCIAL
As a matter of policy, the Company manages most financial activities of the
Burlington Group, Brink's Group and Minerals Group on a centralized,
consolidated basis. Such financial activities include the investment of surplus
cash; the issuance, repayment and repurchase of short-term and long-term debt;
the issuance and repurchase of common stock and the payment of dividends. In
preparing these financial statements, transactions primarily related to invested
cash, short-term and long-term debt (including convertible debt), related net
interest and other financial costs have been attributed to the Burlington Group
based upon its cash flows for the periods presented after giving consideration
to the debt and equity structure of the Company. The Company attributes
long-term debt to the Burlington Group based upon the purpose for the debt in
addition to the cash requirements of the Burlington Group. See Note 8 for
details and amounts of long-term debt. The portion of the Company's interest
expense allocated to the Burlington Group for 1995, 1994 and 1993 was $2,327,
$2,629 and $5,063, respectively. Management believes such method of allocation
to be equitable and a reasonable estimate of the cost attributable to the
Burlington Group.
To the extent borrowings are deemed to occur between the Burlington Group, the
Brink's Group and the Minerals Group, intergroup accounts are established
bearing interest at the rate in effect from time to time under the Company's
unsecured credit lines or, if no such credit lines exist, at the prime rate
charged by Chemical Bank from time to time. At December 31, 1995 and 1994, the
Minerals Group owed the Burlington Group $19,910 and $42,465, respectively, as
the result of borrowings.
INCOME TAXES
The Burlington Group is included in the consolidated U.S. federal income tax
return filed by the Company.
The Company's consolidated provision and actual cash payments for U.S. federal
income taxes are allocated between the Burlington Group, Brink's Group and
Minerals Group in accordance with the Company's tax allocation policy and
reflected in the financial statements for each Group. In general, the
consolidated tax provision and related tax payments or refunds are allocated
among the Groups, for financial statement purposes, based principally upon the
financial income, taxable income, credits and other amounts directly related to
the respective Group. Tax benefits that cannot be used by the Group generating
such attributes, but can be utilized on a consolidated basis, are allocated to
the Group that generated such benefits and an intergroup account is established
for the benefit of the
109
<PAGE>
<PAGE>
Group generating the attributes. As a result, the allocated Group amounts of
taxes payable or refundable are not necessarily comparable to those that would
have resulted if the Groups had filed separate tax returns. At December 31, 1995
and 1994, the Burlington Group owed the Minerals Group $22,029 and $21,436,
respectively, for such tax benefits, of which $8,029 and $10,436, respectively,
were not expected to be paid within one year from such dates in accordance with
the policy.
SHARED SERVICES
A portion of the Company's corporate general and administrative expenses and
other shared services has been allocated to the Burlington Group based upon
utilization and other methods and criteria which management believes to be
equitable and a reasonable estimate of the cost attributable to the Burlington
Group. These allocations were $4,770, $4,665 and $4,757 in 1995, 1994 and 1993,
respectively.
PENSION
The Burlington Group's pension cost related to its participation in the
Company's noncontributory defined benefit pension plan is actuarially determined
based on its respective employees and an allocable share of the pension plan
assets and calculated in accordance with Statement of Financial Accounting
Standards No. 87 ("SFAS 87"). Pension plan assets have been allocated to the
Burlington Group based on the percentage of its projected benefit obligation to
the plan's total projected benefit obligation. Management believes such method
of allocation to be equitable and a reasonable estimate of the cost attributable
to the Burlington Group.
3. SHAREHOLDER'S EQUITY
The following presents shareholder's equity of the Burlington Group assuming
completion of the Brink's Stock Proposal transaction:
<TABLE>
<CAPTION>
Year Ended December 31
1995 1994 1993
- --------------------------------------------------------------------------------
<S> <C> <C> <C>
Balance at beginning of period $ 240,880 203,150 181,576
Net income 32,855 38,356 15,476
Foreign currency translation adjustment 945 2,418 (768)
Stock options exercised 548 1,837 4,001
Stock released from employee benefits
trust to employee benefits plan 1,661 443 278
Stock sold from employee benefits
trust to employee benefits plan -- -- 73
Stock sold to Minerals Group -- 107 42
Stock repurchases (1,134) (2,042) (304)
Dividends declared (4,201) (4,161) (3,880)
Cost of Services Stock Proposal -- (1) (782)
Tax benefit of options exercised 299 765 501
Conversion of debt -- 8 --
Net cash (to) from the Company -- -- 6,937
- --------------------------------------------------------------------------------
Balance at end of period $271,853 240,880 203,150
- --------------------------------------------------------------------------------
</TABLE>
<PAGE>
Included in shareholder's equity is the cumulative foreign currency translation
adjustment of $721, $1,666 and $4,084 at December 31, 1995, 1994 and 1993,
respectively.
4. PROPERTY, PLANT AND EQUIPMENT
Property, plant and equipment at cost, consist of the following:
<TABLE>
<CAPTION>
December 31
1995 1994
- ---------------------------------------------------
<S> <C> <C>
Land $ 1,495 197
Buildings 20,102 9,147
Machinery and equipment 106,843 85,709
- ---------------------------------------------------
Total $128,440 95,053
===================================================
</TABLE>
The estimated useful lives for property, plant and equipment are as follows:
<TABLE>
<CAPTION>
Years
- ---------------------------------------------------
<S> <C>
Buildings 10 to 25
Machinery and equipment 4 to 10
</TABLE>
Depreciation of property, plant and equipment aggregated $13,449 in 1995,
$10,797 in 1994 and $8,735 in 1993.
5. INTANGIBLES
Intangibles consist entirely of the excess of cost over fair value of net assets
of companies acquired and are net of accumulated amortization of $72,721 at
December 31, 1995 and $66,140 at December 31, 1994. The estimated useful life of
intangibles is generally forty years. Amortization of intangibles aggregated
$6,295 in 1995, $6,162 in 1994 and $6,218 in 1993.
6. FINANCIAL INSTRUMENTS
Financial instruments which potentially subject the Burlington Group to
concentrations of credit risk consist principally of cash and cash equivalents,
and trade receivables. The Burlington Group's cash and cash equivalents are
placed with high credit quality financial institutions. Also, by policy, the
amount of credit exposure to any one financial institution is limited.
Concentration of credit risk with respect to trade receivables are limited due
to the large number of customers comprising the Burlington Group's customer
base, and their dispersion across many different industries and geographic
areas.
110
<PAGE>
<PAGE>
The following details the fair values of financial instruments for which it is
practicable to estimate the value:
CASH AND CASH EQUIVALENTS
The carrying amounts approximate fair value because of the short maturity of
these instruments.
DEBT
The aggregate fair value of the Burlington Group's long-term debt obligations,
which is based upon quoted market prices and rates currently available to the
Burlington Group for debt with similar terms and maturities, approximates the
carrying amount.
OFF-BALANCE SHEET INSTRUMENTS
The Burlington Group utilizes various off-balance sheet financial instruments,
as discussed below, to hedge its foreign currency and other market exposures.
The risk that counterparties to such instruments may be unable to perform is
minimized by limiting the counterparties to major financial institutions. The
Burlington Group does not expect any losses due to such counterparty default.
Foreign currency forward contracts -- The Company enters into foreign currency
forward contracts with a duration of 30 days as a hedge against accounts payable
denominated in various currencies. These contracts do not subject the Company to
risk due to exchange rate movements because gains and losses on these contracts
offset losses and gains on the payables being hedged. At December 31, 1995, the
total contract value of foreign currency forward contracts outstanding was
$6,189. As of such date, the fair value of the foreign currency forward
contracts was not significant.
Fuel contracts -- The Burlington Group has hedged a portion of its jet fuel
requirements through a swap contract. At December 31, 1995, the notional value
of the jet fuel swap, aggregating 11.2 million gallons, through mid-1996, was
$5,767. In addition, the Company has entered into several commodity option
transactions that are intended to protect against significant increases in jet
fuel prices. These transactions, aggregate 10.8 million gallons with a notional
value of $6,480 and are applicable throughout the first half of 1996. The
Company has also entered into a collar transaction applicable to 6.0 million
gallons that provides a minimum and maximum per gallon price. This transaction
is settled monthly based upon the average of the high and low prices during each
period.
The fair value of these fuel hedge transactions may fluctuate over the course of
the contract period due to changes in the supply and demand for oil and refined
products. Thus, the economic gain or loss, if any, upon settlement of the
contracts may differ from the fair value of the contracts at an interim date.
At December 31, 1995, the fair value of these contracts was not significant.
<PAGE>
Interest rate contracts -- In connection with the aircraft leasing by
Burlington, the Company has entered into an interest rate swap agreement.
This variable to fixed interest rate swap agreement had a notional value of
$30,000 that fixes the Company's interest rate at 7.05% through January 2, 1998.
Given the decline in the base variable rate subsequent to when the agreement
was entered into, the cost to the Company to terminate the agreement would have
been $1,195 at December 31, 1995.
7. INCOME TAXES
The provision (credit) for income taxes consists of the following:
<TABLE>
<CAPTION>
U.S.
Federal Foreign State Total
- ----------------------------------------------------
<S> <C> <C> <C> <C>
1995:
Current $20,139 1,424 1,500 23,063
Deferred (2,839) (1,064) (442) (4,345)
- ----------------------------------------------------
Total $17,300 360 1,058 18,718
====================================================
1994:
Current $22,077 3,033 3,000 28,110
Deferred (4,472) 80 (864) (5,256)
- ----------------------------------------------------
Total $17,605 3,113 2,136 22,854
====================================================
1993:
Current $10,806 1,870 1,100 13,776
Deferred (520) (302) (515) (1,337)
- ----------------------------------------------------
Total $10,286 1,568 585 12,439
====================================================
</TABLE>
The significant components of the deferred tax benefit were as follows:
<TABLE>
<CAPTION>
1995 1994 1993
- --------------------------------------------------------------------------------
<S> <C> <C> <C>
Deferred tax expense (benefit), exclusive of
the components listed below $(2,212) (6,028) (2,118)
Net operating loss carryforwards (1,490) (247) 205
Alternative minimum tax credits (565) 1,084 647
Change in the valuation allowance for deferred
tax assets (78) (65) (71)
- --------------------------------------------------------------------------------
Total $(4,345) (5,256) (1,337)
================================================================================
</TABLE>
The tax benefit for compensation expense related to the exercise of certain
employee stock options for tax purposes in excess of compensation expense for
financial reporting purposes is recognized as an adjustment to shareholder's
equity.
111
<PAGE>
<PAGE>
The components of the net deferred tax asset as of December 31, 1995 and
December 31, 1994 were as follows:
<TABLE>
<CAPTION>
1995 1994
- ---------------------------------------------------------------------------------
<S> <C> <C>
Deferred tax assets:
Accounts receivable $ 3,149 3,368
Postretirement benefits other than pensions 1,100 985
Workers' compensation and other claims 1,357 1,819
Other liabilities and reserves 13,275 11,194
Miscellaneous 1,642 612
Net operating loss carryforwards 5,340 3,850
Alternative minimum tax credits 11,653 10,963
Valuation allowance -- (78)
- ---------------------------------------------------------------------------------
Total deferred tax asset 37,516 32,713
- ---------------------------------------------------------------------------------
Deferred tax liabilities:
Property, plant and equipment 576 725
Pension assets 1,486 1,608
Other assets 684 383
Miscellaneous 12,379 10,864
- ---------------------------------------------------------------------------------
Total deferred tax liability 15,125 13,580
- ---------------------------------------------------------------------------------
Net deferred tax asset $ 22,391 19,133
=================================================================================
</TABLE>
The recording of deferred federal tax assets is based upon their expected
utilization in the Company's consolidated federal income tax return and the
benefit that would accrue to the Burlington Group under the Company's tax
allocation policy.
The valuation allowance relates to deferred tax assets in certain foreign
jurisdictions.
The following table accounts for the difference between the actual tax provision
and the amounts obtained by applying the statutory U.S. federal income tax rate
of 35% in 1995, 1994 and 1993 to the income before income taxes.
<TABLE>
<CAPTION>
Year Ended December 31
1995 1994 1993
- ----------------------------------------------------------------------------------
<S> <C> <C> <C>
Income (loss) before income taxes:
United States $ 34,943 35,464 11,633
Foreign 16,630 25,746 16,282
- ----------------------------------------------------------------------------------
Total $ 51,573 61,210 27,915
==================================================================================
Tax provision computed at statutory rate $ 18,051 21,424 9,770
Increases (reductions) in taxes due to:
State income taxes (net of federal tax benefit) 688 1,388 380
Goodwill amortization 2,079 1,891 2,065
Difference between total taxes on foreign
income and the U.S. federal statutory rate (1,430) (2,790) 107
Miscellaneous (670) 941 117
- ----------------------------------------------------------------------------------
Actual tax provision $18,718 22,854 12,439
==================================================================================
</TABLE>
<PAGE>
It is the policy of the Burlington Group to accrue deferred income taxes on
temporary differences related to the financial statement carrying amounts and
tax bases of investments in foreign subsidiaries and affiliates which are
expected to reverse in the foreseeable future. As of December 31, 1995 and
December 31, 1994, the unrecognized deferred tax liability for temporary
differences of approximately $9,340 and $20,237, respectively, related to
investments in foreign subsidiaries and affiliates that are essentially
permanent in nature and not expected to reverse in the foreseeable future was
approximately $3,269 and $7,083, respectively.
The Burlington Group is included in the Company's consolidated U.S. federal
income tax return.
As of December 31, 1995, the Burlington Group had $11,653 of alternative minimum
tax credits allocated to it under the Company's tax allocation policy. Such
credits are available to offset future U.S. federal income taxes and, under
current tax law, the carryforward period for such credits is unlimited.
The tax benefits of net operating loss carryforwards of the Burlington Group as
at December 31, 1995 were $5,340 and related to various state and foreign taxing
jurisdictions. The expiration periods primarily range from 5 to 15 years.
8. LONG-TERM DEBT
A portion of the outstanding debt under the Company's credit agreement and the
Company's subordinated obligations have been attributed to the Burlington Group.
Total long-term debt of the Burlington Group consists of the following:
<TABLE>
<CAPTION>
As of December 31
1995 1994
- ----------------------------------------------------------------------
<S> <C> <C>
Senior obligations:
Canadian dollar term loan due 1999 (7.50%
in 1995 and 6.19% in 1994) $ 2,932 2,852
All other 7,772 353
- ----------------------------------------------------------------------
10,704 3,205
Obligations under capital leases (average rates
13.00% in 1995 and 12.04% in 1994) 1,645 619
- ----------------------------------------------------------------------
12,349 3,824
- ----------------------------------------------------------------------
Attributed portion of the Company's debt:
U.S. dollar term loan due 2000 (year-end rate
6.48% in 1994) -- 23,434
4% subordinated debentures due 1997 14,348 14,648
- ----------------------------------------------------------------------
14,348 38,082
- ----------------------------------------------------------------------
Total long-term debt, less current maturities $26,697 41,906
======================================================================
</TABLE>
For the four years through December 31, 2000, minimum repayments of long-term
debt outstanding are as follows:
1997 $16,446
1998 4,685
1999 1,490
2000 859
112
<PAGE>
<PAGE>
The Canadian dollar term loan to a wholly-owned indirect subsidiary of the
Burlington Group, bears interest based on Canadian prime or Bankers' Acceptance
rates or, if converted to a U.S. dollar loan, based on Eurodollar or Federal
Funds rates. The Canadian dollar term loan is guaranteed by the Company.
In March 1994, the Company entered into a $350,000 credit agreement with a
syndicate of banks (the "Facility"). The Facility included a $100,000 five-year
term loan, which originally matured in March 1999. The Facility also permitted
additional borrowings, repayments and reborrowings of up to an aggregate of
$250,000 initially until March 1999. In March 1995, the Facility was amended to
extend the maturity of the term loan to May 2000 and to permit the additional
borrowings, repayments and reborrowings until May 2000. Interest on borrowings
under the Facility is payable at rates based on prime, certificate of deposit,
Eurodollar or money market rates. At December 31, 1995, no borrowings under the
Facility were attributed to the Burlington Group.
The 4% subordinated debentures due July 1, 1997, are exchangeable for cash, at
the rate of $157.80 per $1,000 debenture. The debentures are redeemable at the
Company's option, in whole or in part, at any time prior to maturity, at
redemption prices equal to 100% of principal amount. In 1995, the Company
redeemed $300 in principal of its 4% subordinated debentures.
On April 15, 1994, the Company redeemed all of the 9.2% convertible subordinated
debentures due July 1, 2004, at a premium of $767. The premium has been included
in the Statement of Operations in "Other income (expense), net".
Various international operations maintain lines of credit and overdraft
facilities aggregating approximately $96,000 with a number of banks on either a
secured or unsecured basis.
Under the terms of some of its debt instruments, the Company has agreed to
various restrictions relating to the payment of dividends, the repurchase of
capital stock, the maintenance of consolidated net worth, and the amount of
additional funded debt which may be incurred. See the Company's consolidated
financial statements and related footnotes.
At December 31, 1995, the Company's portion of outstanding unsecured letters of
credit allocated to the Burlington Group was $39,924, primarily supporting the
Burlington Group's obligations under aircraft leases and its various
self-insurance programs.
<PAGE>
9. STOCK OPTIONS
The Company grants options under its 1988 Stock Option Plan (the "1988 Plan") to
executives and key employees and under its Non-Employee Directors' Stock Option
Plan (the "Non-Employee Plan") to outside directors to purchase common stock
at a price not less than 100% of quoted market value at date of grant.
The Company's 1979 Stock Option Plan (the "1979 Plan") and 1985 Stock Option
Plan (the "1985 Plan") terminated in 1985 and 1988, respectively, except
as to options still outstanding.
As part of the Brink's Stock Proposal (Note 1), the 1988 and Non-Employee Plans
were amended to permit option grants to be made to optionees with respect to
Brink's Stock or Burlington Stock in addition to Minerals Stock. Upon approval
of the Brink's Stock Proposal, a total of 2,383,422 shares of Services Stock
were subject to options outstanding under the 1988 Plan, the Non-Employee Plan,
the 1979 Plan and the 1985 Plan. Pursuant to antidilution provisions in the
option agreements covering such plans, the Company converted these options into
options for shares of Brink's Stock or Burlington Stock, or both, depending on
the employment status and responsibilities of the particular optionee. In the
case of optionees having Company-wide responsibilities, each outstanding
Services Stock option was converted into options for both Brink's Stock and
Burlington Stock. In the case of other optionees, each outstanding option was
converted into a new option only for Brink's Stock or Burlington Stock, as the
case may be. As a result, upon approval of the Brink's Stock Proposal, 1,749,822
shares of Brink's Stock and 1,989,466 shares of Burlington Stock were subject to
options.
10. CAPITAL STOCK
The Company, at any time, has the right to exchange each outstanding share of
Burlington Stock for shares of Brink's Stock (or, if no Brink's Stock is then
outstanding, Minerals Stock) having a fair market value equal to 115% of the
fair market value of one share of Burlington Stock. In addition, upon the
disposition of all or substantially all of the properties and assets of the
Burlington Group to any person (with certain exceptions), the Company is
required to exchange each outstanding share of Burlington Stock for shares of
Brink's Stock (or, if no Brink's Stock is then outstanding, Minerals Stock)
having a fair market value equal to 115% of the fair market value of one share
of Burlington Stock.
113
<PAGE>
<PAGE>
The Company, at any time, has the right to exchange each outstanding share of
Minerals Stock, which was previously subject to exchange for shares of Services
Stock, for shares of Brink's Stock (or, if no Brink's Stock is then outstanding,
Burlington Stock) having a fair market value equal to 115% of the fair market
value of one share of Minerals Stock. In addition, upon the disposition of all
or substantially all of the properties and assets of the Minerals Group to any
person (with certain exceptions), the Company is required to exchange each
outstanding share of Minerals Stock for shares of Brink's Stock (or, if no
Brink's Stock is then outstanding, Burlington Stock) having a fair market value
equal to 115% of the fair market value of one share of Minerals Stock. If any
shares of the Company's Preferred Stock are converted after an exchange of
Minerals Stock for Brink's Stock (or Burlington Stock), the holder of such
Preferred Stock would, upon conversion, receive shares of Brink's Stock (or
Burlington Stock) in lieu of shares of Minerals Stock otherwise issuable upon
such conversion.
Shares of Brink's Stock are not subject to either optional or mandatory
exchange. The net proceeds of any disposition of properties and assets of the
Brink's Group will be attributed to the Brink's Group. In the case of a
disposition of all or substantially all the properties and assets of any other
group, the net proceeds will be attributed to the group the shares of which have
been issued in exchange for shares of the selling group.
Holders of Brink's Stock at all times have one vote per share. Holders of
Burlington Stock and Minerals Stock have one and 0.626 votes per share,
respectively, subject to adjustment on January 1, 1998, and on each January 1
every two years thereafter in such a manner so that each class' share of the
aggregate voting power at such time will be equal to that class' share of the
aggregate market capitalization of the Company's common stock at such time.
Accordingly, on each adjustment date, each share of Burlington Stock and
Minerals Stock may have more than, less than or continue to have the number of
votes per share as they have. Holders of Brink's Stock, Burlington Stock and
Minerals Stock vote together as a single voting group on all matters as to which
all common shareholders are entitled to vote. In addition, as prescribed by
Virginia law, certain amendments to the Articles of Incorporation affecting,
among other things, the designation, rights, preferences or limitations of one
class of common stock, or certain mergers or statutory share exchanges, must be
approved by the holders of such class of common stock, voting as a group, and,
in certain circumstances, may also have to be approved by the holders of the
other classes of common stock, voting as separate voting groups.
<PAGE>
In the event of a dissolution, liquidation or winding up of the Company, the
holders of Brink's Stock, Burlington Stock and Minerals Stock, effective as of
January 19, 1996, share on a per share basis an aggregate amount equal to 55%,
28% and 17%, respectively, of the funds, if any, remaining for distribution to
the common shareholders. In the case of Minerals Stock, such percentage has been
set, using a nominal number of shares of Minerals Stock of 4,202,954 (the
"Nominal Shares") in excess of the actual number of shares of Minerals Stock
outstanding, to ensure that the holders of Minerals Stock are entitled to the
same share of any such funds immediately following the consummation of the
transactions as they were prior thereto. These liquidation percentages are
subject to adjustment in proportion to the relative change in the total number
of shares of Brink's Stock, Burlington Stock and Minerals Stock, as the case may
be, then outstanding to the total number of shares of all other classes of
common stock then outstanding (which totals, in the case of Minerals Stock,
shall include the Nominal Shares).
In November 1995, the Board of Directors (the "Board"), authorized the
repurchase, subject to shareholder approval of the Brink's Stock Proposal, of up
to 1,500,000 shares of Burlington Stock from time to time in the open market or
in private transactions, as conditions warrant, not to exceed an aggregate
purchase price of $45,000 for all common stock of the Company.
Dividends paid to holders of Burlington Stock are limited to funds of the
Company legally available for the payment of dividends. Amounts available for
dividends may be further limited by covenants in the Company's public debt
indentures and bank credit agreements. See the Company's consolidated financial
statements and related footnotes. Subject to these limitations, the Company's
Board, although there is no requirement to do so, intends to declare and pay
dividends on the Burlington Stock based primarily on the earnings, financial
condition, cash flow and business requirements of the Burlington Group.
In January 1994, the Company issued 161,000 shares of its $31.25 Series C
Cumulative Convertible Preferred Stock (the "Convertible Preferred Stock"). The
Convertible Preferred Stock, which is convertible into Minerals Stock and which
has been attributed to the Minerals Group, pays an annual dividend of $31.25 per
share payable quarterly, in cash, in arrears, out of all funds of the Company
legally available therefore, when as and if, declared by the Board. Payment of
dividends commenced on March 1, 1994. Such stock also bears a liquidation
preference of $500 per share, plus an amount equal to accrued and unpaid
dividends thereon.
114
<PAGE>
<PAGE>
In December 1992, the Company formed the Pittston Company Employee Benefits
Trust (the "Trust") to hold shares of its common stock to fund obligations under
certain employee benefits programs. Upon formation of the Trust, the Company
sold for a promissory note of the Trust, 4,000,000 shares of its common stock to
the Trust at a price equal to the fair value of the stock on the date of sale.
Upon approval of the Brink's Stock Proposal, 1,768,906 shares of Burlington
Stock were distributed to the Trust. At December 31, 1995, 1,776,453 shares of
Burlington Stock (1,889,283 in 1994) remained in the Trust, valued at market.
The value of these shares has no impact on shareholder's equity.
11. ACQUISITIONS
During 1995, the Burlington Group acquired one small business and completed the
integration of its investments in certain businesses acquired on December 31,
1994, for an aggregate purchase price of $645. The acquisitions were accounted
for as purchases; accordingly, the purchase price was allocated to the
underlying assets and liabilities based on the respective estimated fair value
at the date of acquisition. The fair value of the assets acquired was $6,602 and
liabilities assumed was $10,399. The excess of the purchase price over the fair
value of assets acquired and liabilities assumed was $4,442 and is being
amortized over a period of forty years. In addition, during 1995, the Burlington
Group made a contingent payment of $693 for an acquisition made in prior years.
During 1994, the Burlington Group acquired several small businesses and made a
contingent payment related to an acquisition made in a prior year. Total
consideration paid was $5,938.
During 1993, the Burlington Group acquired one small business and made a
contingency payment related to an acquisition consummated in a prior year. The
total consideration paid was $736. The acquisition has been accounted for as a
purchase and the purchase price for the acquisitions was essentially equal to
the fair value of assets acquired.
<PAGE>
The results of operations of the companies acquired in 1995, 1994 and 1993 have
been included in the Burlington Group's results of operations from their date of
acquisition.
12. LEASES
The Burlington Group leases aircraft, facilities, vehicles, computers and other
equipment under long-term operating leases with varying terms, and most of the
leases contain renewal and/or purchase options. As of December 31, 1995,
aggregate future minimum lease payments under noncancellable operating leases
were as follows:
<TABLE>
<CAPTION>
Equipment
Aircraft Facilities & Other Total
- ------------------------------------------------------
<S> <C> <C> <C> <C>
1996 $27,585 21,503 4,768 53,856
1997 27,727 17,741 3,690 49,158
1998 11,559 15,443 2,788 29,790
1999 6,744 12,893 1,881 21,518
2000 -- 10,979 1,591 12,570
2001 -- 9,156 1,067 10,223
2002 -- 7,034 601 7,635
2003 -- 6,558 417 6,975
2004 -- 6,231 4,132 10,363
2005 -- 5,108 -- 5,108
Later Years -- 49,623 -- 49,623
- ------------------------------------------------------
Total $73,615 162,269 20,935 256,819
======================================================
</TABLE>
These amounts are net of aggregate future minimum noncancellable sublease
rentals of $164.
Rent expense amounted to $62,751 in 1995, $57,412 in 1994 and $51,677 in 1993
and is net of sublease rentals of $490, $695 and $781, respectively.
Burlington entered into a transaction covering various leases which provided for
the replacement of four B707 aircraft with four DC8-71 aircraft and completed an
evaluation of other fleet related costs. The net effect of this transaction,
which was reflected in the 1993 financial statements, did not have a material
impact on operating profit.
The Burlington Group incurred capital lease obligations of $2,288 in 1995, $755
in 1994 and $542 in 1993. As of December 31, 1994, the Burlington Group's
obligations under capital leases were not significant.
115
<PAGE>
<PAGE>
13. EMPLOYEE BENEFIT PLANS
The Burlington Group's businesses participate in the Company's noncontributory
defined benefit pension plan covering substantially all nonunion employees who
meet certain minimum requirements, in addition to sponsoring certain other
defined benefit plans. Benefits of most of the plans are based on salary and
years of service. The Burlington Group's pension cost relating to its
participation in the Company's defined benefit pension plan is actuarially
determined based on its respective employees and an allocable share of the
pension plan assets. The Company's policy is to fund the actuarially determined
amounts necessary to provide assets sufficient to meet the benefits to be paid
to plan participants in accordance with applicable regulations. The net pension
expense for 1995, 1994 and 1993 for all plans is as follows:
<TABLE>
<CAPTION>
Year Ended December 31
1995 1994 1993
- ---------------------------------------------------------------------------------
<S> <C> <C> <C>
Service cost benefits earned during year $ 2,856 3,009 2,350
Interest cost on projected benefit obligation 3,162 2,919 2,460
Loss (return) on assets actual (11,344) 662 (7,016)
(Loss) return on assets deferred 6,223 (5,713) 2,915
Other amortization, net (305) (357) (255)
- ---------------------------------------------------------------------------------
Net pension expense $ 592 520 454
=================================================================================
</TABLE>
The assumptions used in determining the net pension expense for the Company's
major pension plan were as follows:
<TABLE>
<CAPTION>
1995 1994 1993
- -------------------------------------------------------------------------------
<S> <C> <C> <C>
Interest cost on projected benefit obligation 8.75% 7.5% 9.0%
Expected long-term rate of return on assets 10.0% 10.0% 10.0%
Rate of increase in compensation levels 4.0% 4.0% 5.0%
</TABLE>
The funded status and prepaid pension expense at December 31, 1995 and 1994 are
as follows:
<TABLE>
<CAPTION>
1995 1994
- ----------------------------------------------------------------------------------
<S> <C> <C>
Actuarial present value of accumulated benefit obligation:
Vested $ 38,240 25,929
Nonvested 2,524 2,081
- ----------------------------------------------------------------------------------
40,764 28,010
Benefits attributable to projected salaries 10,376 7,313
- ----------------------------------------------------------------------------------
Projected benefit obligation 51,140 35,323
Plan assets at fair value 59,831 49,390
- ----------------------------------------------------------------------------------
Excess of plan assets over projected benefit obligation 8,691 14,067
Unamortized initial net asset (724) (1,082)
Unrecognized experience gain 1,732 (2,873)
Unrecognized prior service cost 106 84
- ----------------------------------------------------------------------------------
Net pension assets 9,805 10,196
Current pension liability 622 459
- ----------------------------------------------------------------------------------
Deferred pension asset per balance sheet $ 10,427 10,655
==================================================================================
</TABLE>
<PAGE>
For the valuation of pension obligations and the calculation of the funded
status, the discount rate was 7.5% in 1995 and 8.75% in 1994. The expected
long-term rate of return on assets was 10% in both years. The rate of increase
in compensation levels used was 4% in 1995 and 1994.
The unrecognized initial net asset at January 1, 1986 (January 1, 1989, for
certain foreign pension plans), the date of adoption of SFAS 87, has been
amortized over the estimated remaining average service life of the employees. As
of December 31, 1995, approximately 75% of plan assets were invested in equity
securities and 25% in fixed income securities.
The Burlington Group also provides certain postretirement health care and life
insurance benefits for eligible active and retired employees in the United
States and Canada.
For the years 1995, 1994 and 1993, the components of periodic expense for these
postretirement benefits were as follows:
<TABLE>
<CAPTION>
Year Ended December 31
1995 1994 1993
- --------------------------------------------------------------------------
<S> <C> <C> <C>
Service cost benefits earned during year $129 219 112
Interest cost on accumulated postretirement
benefit obligation 192 247 160
- --------------------------------------------------------------------------
Total expense $321 466 272
==========================================================================
</TABLE>
Interest costs on the accumulated postretirement benefit obligation were based
upon rates of 8.75% in 1995, 7.5% in 1994 and 9% in 1993.
At December 31, 1995 and 1994, the actuarial and recorded liabilities for these
postretirement benefits, none of which have been funded, were as follows:
<TABLE>
<CAPTION>
1995 1994
- --------------------------------------------------------------------------
<S> <C> <C>
Accumulated postretirement benefit obligation:
Retirees $ 569 589
Fully eligible active plan participants 403 379
Other active plan participants 1,919 1,349
- --------------------------------------------------------------------------
2,891 2,317
Unrecognized experience gain (loss) (71) 214
- --------------------------------------------------------------------------
Liability included on the balance sheet 2,820 2,531
Less current portion 107 50
- --------------------------------------------------------------------------
Noncurrent liability for postretirement health care
and life insurance benefits $ 2,713 2,481
==========================================================================
</TABLE>
The accumulated postretirement benefit obligation was deter-mined using the unit
credit method and an assumed discount rate of 7.5% in 1995 and 8.75% in 1994.
The postretirement benefit obligation for U.S. salaried employees does not
provide for changes in health care costs since the employer's contribution to
the plan is a fixed amount.
116
<PAGE>
<PAGE>
A percentage point increase each year in the assumed health care cost trend rate
used would not have resulted in any increase in the aggregate service and
interest components of expense for the year 1995 or in the accumulated
postretirement benefit obligation at December 31, 1995.
The Burlington Group also participates in the Company's Savings-Investment Plan
to assist eligible employees in providing for retirement or other future
financial needs. Employee contributions are matched at rates of 75% up to 5% of
compensation (subject to certain limitations imposed by the Internal Revenue
Code of 1986, as amended). Contribution expense under the plan aggregated $2,326
in 1995, $1,656 in 1994 and $1,207 in 1993.
In May 1994, the Company's shareholders approved the Employee Stock Purchase
Plan effective July 1, 1994. See the Company's consolidated financial statements
and related footnotes for information regarding the Company's Employee Stock
Purchase Plan.
The Burlington Group sponsors several other defined contribution benefit plans
based on hours worked or other measurable factors. Contributions under all of
these plans aggregated $662 in 1995, $556 in 1994 and $443 in 1993.
14. SEGMENT INFORMATION
Operating revenues by geographic area are as follows:
<TABLE>
<CAPTION>
Year Ended December 31
1995 1994 1993
- -----------------------------------------------------------------
<S> <C> <C> <C>
United States $ 535,091 565,813 459,431
International operations 879,730 649,471 538,648
- -----------------------------------------------------------------
Total operating revenues $1,414,821 1,215,284 998,079
=================================================================
</TABLE>
The following is derived from the business segment information in the Company's
consolidated financial statements as it relates to the Burlington Group. See
Note 2, Related Party Transactions, for a description of the Company's policy
for corporate allocations.
The Burlington Group's portion of the Company's operating profit is as follows:
<TABLE>
<CAPTION>
Year Ended December 31
1995 1994 1993
- --------------------------------------------------------------------------------
<S> <C> <C> <C>
United States $ 30,416 45,732 19,290
International operations 28,307 23,492 18,681
- --------------------------------------------------------------------------------
Burlington Group's portion of the Company's
segment operating profit 58,723 69,224 37,971
Corporate expenses allocated to the
Burlington Group (4,770) (4,665) (4,757)
- --------------------------------------------------------------------------------
Total operating profit $ 53,953 64,559 33,214
================================================================================
</TABLE>
<PAGE>
The Burlington Group's portion of the Company's assets at year end is as
follows:
<TABLE>
<CAPTION>
Year Ended December 31
1995 1994 1993
- --------------------------------------------------------------------
<S> <C> <C> <C>
United States $302,593 284,294 268,705
International operations 237,126 188,146 149,989
- --------------------------------------------------------------------
Burlington Group's portion of the
Company's assets 539,719 472,440 418,694
Burlington Group's portion of
corporate assets 32,358 49,076 13,542
- --------------------------------------------------------------------
Total assets $572,077 521,516 432,236
====================================================================
</TABLE>
15. CONTINGENT LIABILITIES
Under the Coal Industry Retiree Health Benefit Act of 1992 (the "Act"), the
Company and its majority-owned subsidiaries at July 20, 1992, including the
Burlington Group included in these financial statements, are jointly and
severally liable with the Brink's Group and the Minerals Group for the costs of
health care coverage provided for by that Act. For a description of the Act and
an estimate of certain of such costs, see Note 13 to the Company's consolidated
financial statements. At this time, the Company expects the Minerals Group to
generate sufficient cash flow to discharge its obligations under the Act.
In April 1990, the Company entered into a settlement agreement to resolve
certain environmental claims against the Company arising from hydrocarbon
contamination at a petroleum terminal facility ("Tankport") in Jersey City, New
Jersey, which operations were sold in 1983. Under the settlement agreement, the
Company is obligated to pay 80% of the remediation costs. Based on data
available to the Company and its environmental consultants, the Company
estimates its portion of the cleanup costs on an undiscounted basis using
existing technologies to be between $6,700 and $16,400 over a period of up to
five years. Management is unable to determine that any amount within that range
is a better estimate due to a variety of uncertainties, which include the extent
of the contamination at the site, the permitted technologies for remediation and
the regulatory standards by which the clean-up will be conducted. The clean-up
estimates have been modified from prior years' in light of cost inflation. The
estimate of costs and the timing of payments could change as a result of changes
to the remediation plan required, changes in the technology available to treat
the site, unforseen circumstances existing at the site and additional cost
inflation.
The Company commenced insurance coverage litigation in 1990, in the United
States District Court for the District of New Jersey, seeking a declaratory
judgment that all amounts payable by the Company pursuant to the Tankport
obligation were reimbursable under comprehensive general liability and pollution
liability policies maintained by the Company. In August 1995, the District Court
ruled on various Motions for Summary Judgement. In its
117
<PAGE>
<PAGE>
decision, the Court found favorably for the Company on several matters relating
to the comprehensive general liability policies but concluded that the pollution
liability policies did not contain pollution coverage for the types of claims
associated with the Tankport site. The Company has filed a notice of its intent
to appeal the District Court's decision to the Third Circuit. Management and its
outside legal counsel continue to believe, however, that recovery of a
substantial portion of the cleanup costs will ultimately be probable of
realization. Accordingly, management is revising its earlier belief that there
is no net liability for the Tankport obligation, and it is the Company's belief
that, based on estimates of potential liability and probable realization of
insurance recoveries, the Company would be liable for approximately $1,400 based
on the Court's decision and related developments of New Jersey law.
16. SUPPLEMENTAL CASH FLOW INFORMATION
For the years ended December 31, 1995, 1994 and 1993, cash payments for income
taxes, net of refunds received, were $20,346, $16,980 and $12,181, respectively.
For the years ended December 31, 1995, 1994 and 1993, cash payments for interest
were $5,055, $4,926 and $5,359, respectively.
On December 31, 1995, the Minerals Group assumed the portion of the Company's
term loan in the amount of $23,434, which had been attributed to the Burlington
Group, as partial settlement of the intercompany payable due to the Burlington
Group. This transfer of debt as partial settlement of the intercompany between
the Groups has been recognized as a noncash transaction and is not included in
the Burlington Group's 1995 Statement of Cash Flows.
17. SELECTED QUARTERLY FINANCIAL DATA (UNAUDITED)
Tabulated below are certain data for each quarter of 1995 and 1994.
<TABLE>
<CAPTION>
1st 2nd 3rd 4th
- --------------------------------------------------------------------------
<S> <C> <C> <C> <C>
1995 QUARTERS:
Operating revenues $323,944 341,950 365,793 383,134
Gross profit 34,352 42,305 47,334 45,109
Net income $ 4,049 8,009 10,524 10,273
Per Pittston Burlington Group
Common Share:
Net income $ .21 .42 .56 .54
1994 QUARTERS:
Operating revenues $261,484 302,266 311,925 339,609
Gross profit 31,959 48,849 45,010 45,571
Net income $ 3,339 11,509 13,438 10,070
Per Pittston Burlington Group
Common Share:
Net income $ .18 .61 .71 .53
</TABLE>
118
<PAGE>
<PAGE>
Pittston Minerals Group
STATEMENT OF MANAGEMENT RESPONSIBILITY
The management of The Pittston Company (the "Company") is responsible for
preparing the accompanying Pittston Minerals Group (the "Mineral Group')
financial statements and for their integrity and objectivity. The statements
were prepared in accordance with generally accepted accounting principles.
Management has also prepared the other information in the annual report and is
responsible for its accuracy.
In meeting our responsibility for the integrity of the financial statements, we
maintain a system of internal controls designed to provide reasonable assurance
that assets are safeguarded, that transactions are executed in accordance with
management's authorization and that the accounting records provide a reliable
basis for the preparation of the financial statements. Qualified personnel
throughout the organization maintain and monitor these internal controls on an
ongoing basis. In addition, the Company maintains an internal audit department
that systematically reviews and reports on the adequacy and effectiveness of the
controls, with management follow-up as appropriate.
Management has also established a formal Business Code of Ethics which is
distributed throughout the Company. We acknowledge our responsibility to
establish and preserve an environment in which all employees properly understand
the fundamental importance of high ethical standards in the conduct of our
business.
The accompanying financial statements have been audited by KPMG Peat Marwick
LLP, independent auditors. During the audit they review and make appropriate
tests of accounting records and internal controls to the extent they consider
necessary to express an opinion on the Minerals Group's financial statements.
The Company's Board of Directors pursues its oversight role with respect to the
Minerals Group's financial statements through the Audit and Ethics Committee,
which is composed solely of outside directors. The Committee meets periodically
with the independent auditors, internal auditors and management to review the
Company's control system and to ensure compliance with applicable laws and the
Company's Business Code of Ethics.
We believe that the policies and procedures described above are appropriate and
effective and do enable us to meet our responsibility for the integrity of the
Minerals Group's financial statements.
<PAGE>
INDEPENDENT AUDITORS' REPORT
The Board of Directors and Shareholders
The Pittston Company
We have audited the accompanying balance sheets of Pittston Minerals Group (as
described in Note 1) as of December 31, 1995 and 1994, and the related
statements of operations and cash flows for each of the years in the three-year
period ended December 31, 1995. These financial statements are the
responsibility of The Pittston Company's management. Our responsibility is to
express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements of Pittston Minerals Group present
fairly, in all material respects, the financial position of Pittston Minerals
Group as of December 31, 1995 and 1994, and the results of its operations and
its cash flows for each of the years in the three-year period ended December 31,
1995, in conformity with generally accepted accounting principles.
As more fully discussed in Note 1, the financial statements of Pittston Minerals
Group should be read in connection with the audited consolidated financial
statements of The Pittston Company and subsidiaries.
KPMG Peat Marwick LLP
Stamford, Connecticut
January 25, 1996
119
<PAGE>
<PAGE>
Pittston Minerals Group
BALANCE SHEETS
<TABLE>
<CAPTION>
December 31
(In thousands) 1995 1994
==================================================================================================================================
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents $ 4,999 3,708
Short-term investments 26,046 23,121
Accounts receivable:
Trade (Note 5) 66,257 92,990
Other 23,464 17,813
- ----------------------------------------------------------------------------------------------------------------------------------
89,721 110,803
Less estimated amount uncollectible 1,946 1,880
- ----------------------------------------------------------------------------------------------------------------------------------
87,775 108,923
Coal inventory 37,329 25,518
Other inventory 4,591 4,629
- ----------------------------------------------------------------------------------------------------------------------------------
41,920 30,147
Prepaid expenses 7,573 11,389
Deferred income taxes (Note 8) 30,677 30,525
- ----------------------------------------------------------------------------------------------------------------------------------
Total current assets 198,990 207,813
Property, plant and equipment, at cost (Note 4) 365,997 380,400
Less accumulated depreciation, depletion and amortization 166,653 159,938
- ----------------------------------------------------------------------------------------------------------------------------------
199,344 220,462
Deferred pension assets (Note 15) 79,393 75,803
Deferred income taxes (Note 8) 80,699 97,945
Intangibles, net of amortization (Notes 6 and 12) 117,551 120,649
Coal supply contracts (Note 12) 63,455 82,240
Receivable Pittston Brink's Group/Burlington Group (Note 2) 15,873 23,186
Other assets 43,304 39,414
- ----------------------------------------------------------------------------------------------------------------------------------
Total assets $ 798,609 867,512
==================================================================================================================================
LIABILITIES AND SHAREHOLDER'S EQUITY
Current liabilities:
Short-term bank borrowings $ 24 --
Current maturities of long-term debt (Note 9) 1,199 7,554
Accounts payable 70,214 76,771
Payable Pittston Brink's Group (Note 2) 3,945 705
Payable Pittston Burlington Group (Note 2) 5,910 31,465
Accrued liabilities:
Taxes 16,600 21,259
Workers' compensation and other claims 20,334 22,647
Postretirement benefits other than pensions (Note 15) 18,647 16,951
Reclamation 12,450 19,323
Miscellaneous (Note 15) 70,353 77,049
- ----------------------------------------------------------------------------------------------------------------------------------
138,384 157,229
- ----------------------------------------------------------------------------------------------------------------------------------
Total current liabilities 219,676 273,724
Long-term debt, less current maturities (Note 9) 100,791 88,175
Postretirement benefits other than pensions (Note 15) 213,707 212,977
Workers' compensation and other claims 114,602 128,864
Reclamation 47,126 49,198
Other liabilities 111,386 123,170
Commitments and contingent liabilities (Notes 9, 13, 14, 15, 19 and 20)
Shareholder's equity (Note 3) (8,679) (8,596)
- ----------------------------------------------------------------------------------------------------------------------------------
Total liabilities and shareholder's equity $ 798,609 867,512
==================================================================================================================================
</TABLE>
See accompanying notes to financial statements.
120
<PAGE>
<PAGE>
Pittston Minerals Group
STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
Year Ended December 31
(In thousands, except per share amounts) 1995 1994 1993
==============================================================================================================
<S> <C> <C> <C>
Net sales $722,851 794,998 687,089
- --------------------------------------------------------------------------------------------------------------
Costs and expenses:
Cost of sales 696,295 771,586 645,679
Selling, general and administrative expenses 33,252 37,049 36,789
Restructuring and other charges, including litigation accrual (Note 16) -- 90,806 78,633
- --------------------------------------------------------------------------------------------------------------
Total costs and expenses 729,547 899,441 761,101
- --------------------------------------------------------------------------------------------------------------
Other operating income (Note 17) 22,768 15,281 10,246
- --------------------------------------------------------------------------------------------------------------
Operating profit (loss) 16,072 (89,162) (63,766)
Interest income 564 192 634
Interest expense (Note 2) (10,534) (6,501) (1,336)
Other income (expense), net (Note 17) (1,098) (875) (544)
- --------------------------------------------------------------------------------------------------------------
Income (loss) before income taxes 5,004 (96,346) (65,012)
Provision (credit) for income taxes (Note 8) (9,020) (43,398) (32,032)
- --------------------------------------------------------------------------------------------------------------
Net income (loss) 14,024 (52,948) (32,980)
Preferred stock dividends, net (Note 11) (2,762) (3,998) --
- --------------------------------------------------------------------------------------------------------------
Net income (loss) attributed to common shares $ 11,262 (56,946) (32,980)
==============================================================================================================
Net income (loss) per common share (Note 1):
Primary $ 1.45 (7.50) (4.47)
Fully diluted $ 1.40 (7.50) (4.47)
==============================================================================================================
Average common shares outstanding (Note 1):
Primary 7,786 7,594 7,381
Fully diluted 9,999 10,000 7,620
</TABLE>
See accompanying notes to financial statements.
121
<PAGE>
<PAGE>
Pittston Minerals Group
STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
Year Ended December 31
(In thousands) 1995 1994 1993
==============================================================================================================
<S> <C> <C> <C>
Cash flows from operating activities:
Net income (loss) $14,024 (52,948) (32,980)
Adjustments to reconcile net income (loss) to net cash provided
(used) by operating activities:
Noncash charges and other write-offs -- 46,487 10,846
Depreciation, depletion and amortization 42,040 46,074 27,591
Provision (credit) for deferred income taxes 16,412 (16,849) (25,100)
Credit for pensions, noncurrent (3,514) (1,162) (2,646)
Provision for uncollectible accounts receivable 161 132 528
Gain on sale of property, plant and equipment (4,994) (3,422) (5,064)
Other operating, net 1,132 407 193
Change in operating assets and liabilities, net of effects of acquisitions
and dispositions:
Decrease (increase) in accounts receivable 22,670 (25,030) (2,454)
Decrease (increase) in inventories (11,565) (3,413) 7,058
Decrease (increase) in prepaid expenses 3,828 (3,749) 608
Increase (decrease) in accounts payable and accrued liabilities (16,524) (11,227) 396
Decrease (increase) in other assets 2,474 1,701 (104)
Increase (decrease) in workers' compensation and other claims, noncurrent (16,575) 5,719 (17,957)
Increase (decrease) in other liabilities (23,437) (15,711) 67,906
Other, net 135 (218) (450)
- --------------------------------------------------------------------------------------------------------------
Net cash provided (used) by operating activities 26,267 (33,209) 28,371
- --------------------------------------------------------------------------------------------------------------
Cash flows from investing activities:
Additions to property, plant and equipment (22,283) (25,864) (21,749)
Proceeds from disposal of property, plant and equipment 18,939 5,640 2,669
Acquisitions, net of cash acquired, and related contingency payments (1,078) (157,324) (699)
Other, net (1,188) 6,540 10,046
- --------------------------------------------------------------------------------------------------------------
Net cash used by investing activities (5,610) (171,008) (9,733)
- --------------------------------------------------------------------------------------------------------------
Cash flows from financing activities:
Additions to debt 24 86,045 --
Reductions of debt (17,164) (8,149) --
Payments (to) from Brink's Group 12,240 5,705 --
Payments (to) from Burlington Group 878 55,731 (13,266)
Repurchase of stock (7,173) (3,767) (591)
Proceeds from exercise of stock options 1,202 1,765 2,633
Proceeds from employee stock purchase plan 177 -- --
Proceeds from sale of stock to SIP -- -- 44
Proceeds from sale of stock to Brink's Group/Burlington Group -- 253 48
Dividends paid (9,550) (9,156) (4,583)
Cost of Services Stock Proposal -- (2) (1,599)
Preferred stock issuance, net of cash expenses -- 77,359 (277)
Net cash to the Company -- -- (896)
- --------------------------------------------------------------------------------------------------------------
Net cash provided (used) by financing activities (19,366) 205,784 (18,487)
- --------------------------------------------------------------------------------------------------------------
Net increase in cash and cash equivalents 1,291 1,567 151
Cash and cash equivalents at beginning of year 3,708 2,141 1,990
- --------------------------------------------------------------------------------------------------------------
Cash and cash equivalents at end of year $ 4,999 3,708 2,141
==============================================================================================================
</TABLE>
See accompanying notes to financial statements.
122
<PAGE>
<PAGE>
Pittston Minerals Group
NOTES TO FINANCIAL STATEMENTS
(Dollars in thousands, except per share amounts)
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
BASIS OF PRESENTATION
On July 26, 1993, the shareholders of The Pittston Company (the "Company")
approved the Services Stock Proposal, as described in the Company's proxy
statement dated June 24, 1993, resulting in the reclassification of the
Company's common stock. The outstanding shares of Company common stock were
redesignated as Pittston Services Group Common Stock ("Services Stock") on a
share-for-share basis and a second class of common stock, designated as Pittston
Minerals Group Common Stock ("Minerals Stock"), was distributed on the basis of
one-fifth of one share of Minerals Stock for each share of the Company's
previous common stock held by shareholders of record on July 26, 1993.
On January 18, 1996, the shareholders of The Pittston Company (the "Company")
approved the Brink's Stock Proposal, as described in the Company's proxy
statement dated December 15, 1995, resulting in the modification, effective as
of January 19, 1996, of the capital structure of the Company to include an
additional class of common stock. The outstanding shares of Pittston Services
Group Common Stock ("Services Stock") have been redesignated as Pittston Brink's
Group Common Stock, par value $1.00 per share ("Brink's Stock"), and one-half of
one share of a new class of common stock identified as Pittston Burlington Group
Common Stock, par value $1.00 per share, ("Burlington Stock") has been
distributed for each outstanding share of Services Stock. Holders of Pittston
Minerals Group Common Stock ("Minerals Stock") continue to be holders of such
stock, which continues to reflect the performance of the Pittston Minerals Group
(the "Minerals Group"). Brink's Stock is intended to reflect the performance of
the Pittston Brink's Group (the "Brink's Group") and Burlington Stock is
intended to reflect the performance of the Pittston Burlington Group
(the "Burlington Group").
The financial statements of the Minerals Group include the balance sheets,
results of operations and cash flows of the Coal and Mineral Ventures operations
of the Company, and a portion of the Company's corporate assets and liabilities
and related transactions which are not separately identified with operations of
a specific segment. The Minerals Group's financial statements are prepared using
the amounts included in the Company's consolidated financial statements.
Corporate allocations reflected in these financial statements are determined
based upon methods which management believes to be a reasonable and equitable
allocation of such items (Note 2).
<PAGE>
The Company provides holders of Minerals Stock separate financial statements,
financial review, descriptions of business and other relevant information for
the Minerals Group in addition to consolidated financial information of the
Company. Notwithstanding the attribution of assets and liabilities (including
contingent liabilities) among the Minerals Group, the Brink's Group and the
Burlington Group for the purpose of preparing their respective financial
statements, this attribution and the change in the capital structure of the
Company as a result of the approval of the Brink's Stock Proposal and the
Services Stock Proposal did not affect legal title to such assets or
responsibility for such liabilities of the Company which will continue to be
responsible for all of its liabilities. Holders of Minerals Stock are
shareholders of the Company, which continues to be responsible for all its
liabilities. Financial impacts arising from one group that affect the Company's
financial condition could affect the results of operations and financial
condition of each of the groups. Since financial developments within one group
could affect other groups, all shareholders of the Company could be adversely
affected by an event directly impacting only one group. Accordingly, the
Company's consolidated financial statements must be read in connection with the
Minerals Group's financial statements.
The accounting policies applicable to the preparation of the financial
statements of the Minerals Group may be modified or rescinded at the sole
discretion of the Board without approval of shareholders, although there is no
intention to do so.
PRINCIPLES OF COMBINATION
The accompanying financial statements reflect the accounts of the businesses
comprising the Minerals Group. The Minerals Group's interests in 20% to 50%
owned companies are carried on the equity method. All material intercompany
items and transactions have been eliminated in combination. Certain prior year
amounts have been reclassified to conform to the current year's financial
statement presentation.
CASH AND CASH EQUIVALENTS
Cash and cash equivalents include cash on hand, demand deposits and investments
with original maturities of three months or less.
SHORT-TERM INVESTMENTS
Short-term investments primarily include funds set aside by the Minerals Group
for certain obligations and are carried at cost which approximates market.
123
<PAGE>
<PAGE>
INVENTORIES
Inventories are stated at cost (determined under the average cost method) or
market, whichever is lower.
PROPERTY, PLANT AND EQUIPMENT
Expenditures for maintenance and repairs are charged to expense, and the costs
of renewals and betterments are capitalized. Depreciation is provided
principally on the straight-line method at varying rates depending upon
estimated useful lives. Depletion of bituminous coal lands is provided on the
basis of tonnage mined in relation to the estimated total of recoverable tonnage
in the ground.
Mine development costs, primarily included in bituminous coal lands, are
capitalized and amortized over the estimated useful life of the mine. These
costs include expenses incurred for site preparation and development as well as
operating deficits incurred at the mines during a development stage. A mine is
considered under development until all planned production units have been placed
in operation.
Valuation of coal properties is based primarily on mining plans and conditions
assumed at the time of the evaluation. These valuations could be impacted by
actual economic conditions which differ from those assumed at the time of the
evaluation.
INTANGIBLES
The excess of cost over fair value of net assets of companies acquired is
amortized on a straight-line basis over the estimated periods benefited.
The Minerals Group evaluates the carrying value of intangibles and the periods
of amortization to determine whether events and circumstances warrant revised
estimates of assets value or useful lives. The Minerals Group annually assesses
the recoverability of the excess of cost over net assets acquired by determining
whether the amortization of the assets balance over its remaining life can be
recovered through projected undiscounted future operating cash flows. Evaluation
of asset value as well as periods of amortization are performed on a
disaggregated basis.
COAL SUPPLY CONTRACTS
Coal supply contracts consist of contracts to supply coal to customers at
certain negotiated prices over a period of time, which have been acquired from
other coal companies, and are stated at cost at the time of acquisition, which
approximates fair market value. The capitalized cost of such contracts is
amortized over the term of the contract on the basis of tons of coal sold under
the contract.
<PAGE>
INCOME TAXES
Income taxes are accounted for in accordance with Statement of Financial
Accounting Standards No. 109, "Accounting for Income Taxes", which requires
recognition of deferred tax liabilities and assets for the expected future tax
consequences of events that have been included in the financial statements or
tax returns. Under this method, deferred tax liabilities and assets are
determined based on the difference between the financial statement and tax bases
of assets and liabilities using enacted tax rates in effect for the year in
which the differences are expected to reverse.
See Note 2 for allocation of the Company's U.S. federal income taxes to the
Minerals Group.
PNEUMOCONIOSIS (BLACK LUNG) EXPENSE
The Minerals Group acts as self-insurer with respect to almost all black lung
benefits. Provision is made for estimated benefits in accordance with annual
actuarial reports prepared by outside actuaries. The excess of the present value
of expected future benefits over the accumulated book reserves is recognized
over the amortization period as a level percentage of payroll. Cumulative
actuarial gains or losses are calculated periodically and amortized on a
straight-line basis. Assumptions used in the calculation of the actuarial
present value of black lung benefits are based on actual retirement experience
of the Company's coal employees, black lung claims incidence for active miners,
actual dependent information, industry turnover rates, actual medical and legal
cost experience and projected inflation rates. As of December 31, 1995 and 1994,
the accrued value of estimated future black lung benefits discounted at 6%
approximately $60,500 and $62,824, respectively, and are included in workers'
compensation and other claims. Based on actuarial data, the amount charged
(credited) to operations was ($1,402) in 1995, $201 in 1994 and $438 in 1993. In
addition, the Company accrued additional expenses for black lung benefits
related to federal and state assessments, legal and administrative expenses and
other self insurance. These amounted to $2,569 in 1995, $2,472 in 1994 and
$2,887 in 1993.
RECLAMATION COSTS
Expenditures relating to environmental regulatory requirements and reclamation
costs undertaken during mine operations are charged against earnings as
incurred. Estimated site restoration and post closure reclamation costs are
charged against earnings using the units of production method over the expected
economic life of each mine. Accrued reclamation costs are subject to review by
management on a regular basis and are revised when appropriate for changes in
future estimated costs and/or regulatory requirements.
124
<PAGE>
<PAGE>
POSTRETIREMENT BENEFITS OTHER THAN PENSIONS
Postretirement benefits other than pensions are accounted for in accordance with
Statement of Financial Accounting Standards No. 106, "Employers' Accounting for
Postretirement Benefits Other Than Pensions", which requires employers to accrue
the cost of such retirement benefits during the employees' service with the
Company.
FOREIGN CURRENCY TRANSLATION
Assets and liabilities of foreign operations have been translated at current
exchange rates, and related revenues and expenses have been translated at
average rates of exchange in effect during the year. Resulting cumulative
translation adjustments have been included in shareholder's equity.
FINANCIAL INSTRUMENTS
The Minerals Group uses foreign currency forward contracts to hedge risk of
changes in foreign currency rates associated with certain transactions
denominated in Australian dollars. Realized and unrealized gains and losses on
these contracts, designated and effective as hedges are deferred and recognized
as part of the specific transaction hedged.
The Minerals Group hedges against downward movements in gold prices principally
through the use of forward sales contracts as well as interest rate changes on
certain variable rate debt. Gains and losses on these contracts, designated and
effective as hedges, are deferred and recognized as part of the transaction
hedged.
REVENUE RECOGNITION
Coal sales are generally recognized when coal is loaded onto transportation
vehicles for shipment to customers. For domestic sales, this generally occurs
when coal is loaded onto railcars at mine locations. For export sales, this
generally occurs when coal is loaded onto marine vessels at terminal facilities.
Gold sales are recognized when products are shipped to a refinery. Settlement
adjustments arising from final determination of weights and assays are reflected
in sales when received.
NET INCOME PER COMMON SHARE
The computation of primary earnings per share is based on the weighted average
number of outstanding common shares divided into net income less preferred stock
dividends. The computation of fully diluted earnings per common share assumes
the conversion of the $31.25 Series C Cumulative Preferred Stock (issued in
1994) and additional shares assuming the exercise of stock options (antidilutive
in the primary calculation) divided into net income. For 1994 and 1993, the loss
per share, assuming full dilution, is considered to be the same as primary since
the effect of common stock equivalents and the preferred stock conversion would
be antidilutive. The shares of Minerals Stock held in The Pittston Company
Employee Benefits Trust are evaluated for inclusion in the calculation of net
income per share under the treasury stock method and had no dilutive effect.
<PAGE>
USE OF ESTIMATES
In accordance with generally accepted accounting principles, management of the
Company has 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 financial statements. Actual results could differ
from those estimates.
PENDING ACCOUNTING CHANGES
The Minerals Group is required to implement a new accounting standard, Statement
of Financial Accounting Standards ("SFAS") No. 121, "Accounting for the
Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed Of", in
1996. SFAS No. 121 requires companies to review long-lived assets and certain
identifiable intangibles to be held and used by an entity for impairment
whenever circumstances indicate that the carrying amount of an asset may not be
recoverable. SFAS No. 121 requires companies to utilize a two-step approach to
determining whether impairment of such assets has occurred and, if so, the
amount of such impairment. Although the Minerals Group is still reviewing the
impact of adopting SFAS No. 121, it is estimated that the Minerals Group will
incur a pretax charge to earnings of $25,000 to $30,000 as of January 1, 1996.
The Minerals Group is required to implement a new accounting standard, SFAS No.
123, "Accounting for Stock Based Compensation", in 1996. SFAS No. 123
establishes financial accounting and reporting standards for stock-based
employee compensation plans. Although SFAS No. 123 encourages adoption of a fair
value based method of accounting for all employee stock compensation plans, it
allows entities to continue to measure compensation cost for those plans using
the intrinsic value based method of accounting prescribed by Accounting
Principles Board Opinion ("APB") No. 25, Accounting for Stock Issued to
Employees with disclosure of net income and earnings per share as if the fair
value based method of accounting is applied. The Minerals Group expects to
continue to account for its stock compensation plans according to APB No. 25
with the disclosure of the impact on net income and earnings per share as if
the fair value based method of accounting is applied.
125
<PAGE>
<PAGE>
2. RELATED PARTY TRANSACTIONS
The following policies may be modified or rescinded by action of the Company's
Board of Directors (the Board"), or the Board may adopt additional policies,
without approval of the shareholders of the Company, although the Board has no
present intention to do so. The Company allocated certain corporate general and
administrative expenses, net interest expense and related assets and liabilities
in accordance with the policies described below. Corporate assets and
liabilities are primarily cash, deferred pension assets, income taxes and
accrued liabilities.
FINANCIAL
As a matter of policy, the Company manages most financial activities of the
Minerals Group, the Brink's Group and the Burlington Group on a centralized,
consolidated basis. Such financial activities include the investment of surplus
cash; the issuance, repayment and repurchase of short-term and long-term debt;
the issuance and repurchase of common stock and the payment of dividends. In
preparing these financial statements, transactions primarily related to invested
cash, short-term and long-term debt (including convertible debt), related net
interest and other financial costs have been attributed to the Minerals Group
based upon its cash flows for the periods presented after giving consideration
to the debt and equity structure of the Company. At December 31, 1995 and 1994,
the Company attributed long-term debt to the Minerals Group based upon the
purpose for the debt in addition to the cash flow requirements of the Minerals
Group. See Note 9 for details and amount of long-term debt. The portion of the
Company's interest expense allocated to the Minerals Group for 1995, 1994 and
1993 was $6,335, $4,448 and $359, respectively. Management believes such method
of allocation to be equitable and a reasonable estimate of the cost attributable
to the Minerals Group.
To the extent borrowings are deemed to occur between the Brink's Group,
Burlington Group and the Minerals Group, intergroup accounts have been
established bearing interest at the rate in effect from time to time under the
Company's unsecured credit lines or, if no such credit lines exist, at the prime
rate charged by Chemical Bank from time to time. At December 31, 1995, the
Minerals Group owed the Brink's Group and Burlington Group $17,945 and $19,910,
respectively, and at December 31, 1994, the Minerals Group owed the Brink's
Group and Burlington Group $5,705 and $42,465, respectively, as a result of
borrowings.
<PAGE>
INCOME TAXES
The Minerals Group is included in the consolidated U.S. federal income tax
return filed by the Company.
The Company's consolidated provision and actual cash payments for U.S. federal
income taxes are allocated between the Minerals Group, the Brink's Group and the
Burlington Group in accordance with the Company's tax allocation policy and
reflected in the financial statements for each Group. In general, the
consolidated tax provision and related tax payments or refunds are allocated
between the Groups, for financial statement purposes, based principally upon the
financial income, taxable income, credits and other amounts directly related to
the respective Group. Tax benefits that cannot be used by the Group generating
such attributes, but can be utilized on a consolidated basis, are allocated to
the Group that generated such benefits and an intergroup account is established
for the benefit of the Group generating the attributes. As a result, the
allocated Group amounts of taxes payable or refundable are not necessarily
comparable to those that would have resulted if the Groups had filed separate
tax returns. At December 31, 1995, the Minerals Group was owed $21,844 and
$22,029 from the Brink's Group and the Burlington Group, respectively for such
tax benefits, of which $7,844 and $8,029, respectively, were not expected to be
received within one year from such dates in accordance with the policy. At
December 31, 1994, the Minerals Group was owed $17,750 and $21,436 from the
Brink's Group and the Burlington Group, respectively, for such tax benefits, of
which $12,750 and $10,436, respectively, were not expected to be received within
one year from such date.
SHARED SERVICES
A portion of the Company's corporate general and administrative expenses and
other shared services has been allocated to the Minerals Group based upon
utilization and other methods and criteria which management believes to be
equitable and a reasonable estimate of the cost attributable to the Minerals
Group. These allocations were $7,266, $6,845 and $7,218 in 1995, 1994 and 1993,
respectively.
PENSION
The Minerals Group's pension cost related to its participation in the Company's
noncontributory defined benefit pension plan is actuarially determined based on
its respective employees and an allocable share of the pension plan assets and
calculated in accordance with Statement of Financial Accounting Standards No.
87, Employers' Accounting for Pensions ("SFAS 87"). Pension plan assets have
been allocated to the Minerals Group
126
<PAGE>
<PAGE>
based on the percentage of its projected benefit obligation to the plan's total
projected benefit obligation. Management believes such method of allocation to
be equitable and a reasonable estimate of the cost attributable to the Minerals
Group.
3. SHAREHOLDER'S EQUITY
The following analyzes shareholder's equity of the Minerals Group for the
periods presented:
<TABLE>
<CAPTION>
1995 1994 1993
- ----------------------------------------------------------------------------
<S> <C> <C> <C>
Balance at beginning of period $ (8,596) (24,857) 12,302
Net income (loss) 14,024 (52,948) (32,980)
Stock options exercised 1,202 1,765 2,633
Stock released from employee benefits
trust to employee benefits plan 1,744 713 378
Stock sold from employee benefits trust
to employee benefits plan -- -- 44
Issuance of $31.25 Series C Cumulative
Preferred Stock, net of cash expenses -- 77,082 --
Stock sold to Brink's/Burlington Groups -- 253 48
Stock repurchases (7,171) (3,767) (591)
Dividends declared (9,493) (9,165) (4,583)
Costs of Services Stock Proposal -- (2) (1,599)
Foreign currency translation adjustment (566) 1,712 (215)
Tax benefit of options exercised 177 617 602
Conversion of debt -- 1 --
Net cash (to) from the Company -- -- (896)
- ----------------------------------------------------------------------------
Balance at end of period $ (8,679) (8,596) (24,857)
=============================================================================
</TABLE>
Included in shareholder's equity is the cumulative foreign currency translation
adjustment of $60, $626 and ($1,086) at December 31, 1995, 1994 and 1993,
respectively.
4. PROPERTY, PLANT AND EQUIPMENT
Property, plant and equipment, at cost consist of the following:
<TABLE>
<CAPTION>
December 31
1995 1994
- ---------------------------------------------------------
<S> <C> <C>
Bituminous coal lands $109,400 102,392
Land, other than coal lands 21,649 25,555
Buildings 9,204 8,444
Machinery and equipment 225,744 244,009
- ---------------------------------------------------------
Total $365,997 380,400
=========================================================
</TABLE>
The estimated useful lives for property, plant and equipment are as follows:
<TABLE>
<CAPTION>
Years
- ---------------------------------------------------
<S> <C>
Buildings 10 to 40
Machinery and equipment 3 to 30
</TABLE>
<PAGE>
Depreciation and depletion of property, plant and equipment aggregated $25,164
in 1995, $27,481 in 1994 and $23,245 in 1993.
Mine development costs which were capitalized totaled $10,118 in 1995, $11,908
in 1994 and $2,181 in 1993.
5. ACCOUNTS RECEIVABLE -- TRADE
For each of the years in the three-year period ended December 31, 1995, the
Company, on behalf of the Minerals Group maintained agreements with financial
institutions whereby it had the right to sell certain coal receivables to those
institutions. Certain agreements contained provisions for sales with recourse
and other agreements had limited recourse. In 1995 and 1993 total coal
receivables of approximately $25,092 and $16,143, respectively, were sold under
such agreements. No receivables were sold in 1994. As of December 31, 1995,
receivables sold which remained to be collected totaled $5,222.
6. INTANGIBLES
Intangibles consist entirely of the excess of cost over fair value of net assets
of companies acquired and are net of accumulated amortization of $5,906 at
December 31, 1995 and $2,806 at December 31, 1994. The estimated useful life of
intangibles is generally forty years. Amortization of intangibles aggregated
$3,099 in 1995, $2,642 in 1994 and $43 in 1993.
7. FINANCIAL INSTRUMENTS
Financial instruments which potentially subject the Minerals Group to
concentrations of credit risk consist principally of cash and cash equivalents,
short-term investments and trade receivables. The Minerals Group's cash and cash
equivalents and short-term investments are placed with high credit quality
financial institutions. Also, by policy, the amount of credit exposure to any
one financial institution is limited. The Minerals Group makes substantial sales
to relatively few large customers. Credit limits, ongoing credit evaluation and
account monitoring procedures are utilized to minimize the risk of loss from
nonperformance on trade receivables.
127
<PAGE>
<PAGE>
The following details the fair values of financial instruments for which it is
practicable to estimate the value:
CASH AND CASH EQUIVALENTS AND SHORT-TERM INVESTMENTS
The carrying amounts approximate fair value because of the short maturity of
these instruments.
DEBT
The aggregate fair value of the Minerals Group's long term debt obligations,
which is based upon quoted market prices and rates currently available to the
Company for debt with similar terms and maturities, approximates the carrying
amount.
OFF-BALANCE SHEET INSTRUMENTS
The Minerals Group utilizes off-balance sheet financial instruments, as
discussed below, to hedge its market exposures. The risk that counterparties to
these contracts may be unable to perform is minimized by limiting the
counterparties to major financial institutions. The Minerals Group does not
expect any losses due to such counterparty default.
Foreign currency forward contracts -- The Minerals Group enters into foreign
currency forward contracts with a duration of up to 360 days as a hedge against
liabilities denominated in various currencies. These contracts do not subject
the Minerals Group to risk due to exchange rate movements because gains and
losses on these contracts offset losses and gains on the liabilities being
hedged. At December 31, 1995, the total notional value of foreign currency
forward contracts outstanding was $4,347. As of such date, the fair value of
foreign currency forward contracts was not significant.
Gold contracts -- In order to protect itself against downward movements in gold
prices, the Minerals Group hedges a portion of its recoverable proved and
probable reserves primarily through forward sales contracts. At December 31,
1995, 51,865 ounces of gold, representing approximately 25% of the Minerals
Group's recoverable proved and probable reserves, were sold forward under
forward sales contracts that mature periodically through mid-1998, with a
notional value of $22,947. Because only a portion of its future production is
currently sold forward, the Minerals Group can take advantage of increases, if
any, in the spot price of gold. At December 31, 1995, the fair value of the
Minerals Group's forward sales contracts amounted to $1,336.
<PAGE>
Interest rate contracts -- As discussed further in Note 9, in 1994 and 1995,
the Company entered into variable to fixed interest rate swap agreements with
a notional amount at December 31, 1995, aggregating $55,000. Fair value at
December 31, 1995 was insignificant. These contracts have been attributed to
the Minerals Group.
8. INCOME TAXES
The provision (credit) for income taxes consists of the following:
<TABLE>
<CAPTION>
U.S.
Federal Foreign State Total
- ---------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
1995:
Current $(25,432) -- -- (25,432)
Deferred 15,664 748 -- 16,412
- ---------------------------------------------------------------------------------
Total $ (9,768) 748 -- (9,020)
=================================================================================
1994:
Current $(26,599) 50 -- (26,549)
Deferred (17,954) 1,008 97 (16,849)
- ---------------------------------------------------------------------------------
Total $(44,553) 1,058 97 (43,398)
=================================================================================
1993:
Current $ (7,539) 38 569 (6,932)
Deferred (20,358) (3,100) (1,642) (25,100)
- ---------------------------------------------------------------------------------
Total $(27,897) (3,062) (1,073) (32,032)
=================================================================================
</TABLE>
The significant components of the deferred tax expense (benefit) were as
follows:
<TABLE>
<CAPTION>
1995 1994 1993
- ---------------------------------------------------------------------------------------
<S> <C> <C> <C>
Deferred tax expense (benefit), exclusive
of the components listed below $ 17,038 (13,733) (25,490)
Net operating loss carryforwards (631) (595) (273)
Alternative minimum tax credit (326) (1,021) 3,531
Change in the valuation allowance for
deferred tax assets 331 (1,500) (1,368)
Adjustment to deferred tax assets and liabilities
for the change in the U.S. federal tax rate -- -- (1,500)
- ---------------------------------------------------------------------------------------
Total $ 16,412 (16,849) (25,100)
=======================================================================================
</TABLE>
The tax benefit for compensation expense related to the exercise of certain
employee stock options for tax purposes in excess of compensation expense for
financial reporting purposes is recognized as an adjustment to shareholder's
equity.
128
<PAGE>
<PAGE>
The components of the net deferred tax asset as of December 31, 1995, and
December 31, 1994, were as follows:
<TABLE>
<CAPTION>
1995 1994
- ----------------------------------------------------------------------------------
<S> <C> <C>
Deferred tax assets:
Accounts receivable $ 778 844
Postretirement benefits other than pensions 92,649 91,704
Workers' compensation and other claims 50,157 51,492
Other liabilities and reserves 77,390 81,833
Miscellaneous 8,505 8,636
Net operating loss carryforwards 2,908 2,277
Alternative minimum tax credits 10,895 10,486
Valuation allowance (8,446) (8,115)
- ----------------------------------------------------------------------------------
Total deferred tax asset 234,836 239,157
- ----------------------------------------------------------------------------------
Deferred tax liabilities:
Property, plant and equipment 29,959 32,245
Pension assets 32,152 30,827
Other assets 9,321 990
Miscellaneous 52,028 46,625
- ----------------------------------------------------------------------------------
Total deferred tax liability 123,460 110,687
- ----------------------------------------------------------------------------------
Net deferred tax asset $ 111,376 128,470
==================================================================================
</TABLE>
The recording of net deferred federal tax assets is based upon their expected
utilization in the Company's consolidated federal income tax return and the
benefit that would accrue to the Minerals Group under the Company's tax
allocation policy.
The valuation allowance relates to deferred tax assets in certain foreign and
state jurisdictions.
The following table accounts for the difference between the actual tax provision
and the amounts obtained by applying the statutory U.S. federal income tax rate
of 35% in 1995, 1994 and 1993 to the income (loss) before income taxes.
<TABLE>
<CAPTION>
Year Ended December 31
1995 1994 1993
- -----------------------------------------------------------------------------------
<S> <C> <C> <C>
Income (loss) before income taxes:
United States $ 3,539 (99,400) (58,149)
Foreign 1,465 3,054 (6,863)
- -----------------------------------------------------------------------------------
Total $ 5,004 (96,346) (65,012)
===================================================================================
Tax provision computed at statutory rate $ 1,751 (33,721) (22,754)
Increases (reductions) in taxes due to:
Percentage depletion (9,861) (9,313) (7,598)
State income taxes (net of federal tax
benefit) (726) 1,563 (448)
Change in the valuation allowance for
deferred tax assets 331 (1,500) (1,368)
Adjustment to deferred tax assets and liabilities
for the change in the U.S. federal tax rate -- -- (1,500)
Miscellaneous (515) (427) 1,636
- -----------------------------------------------------------------------------------
Actual tax provision (credit) $(9,020) (43,398) (32,032)
====================================================================================
</TABLE>
It is the policy of the Minerals Group to accrue deferred income taxes on
temporary differences related to the financial statement carrying amounts and
tax bases of investments in foreign subsidiaries and affiliates which are
expected to reverse in the foreseeable future. As of December 31, 1995 and
December 31, 1994, there was no unrecognized deferred tax liability for
temporary differences related to investments in foreign subsidiaries and
affiliates.
<PAGE>
The Minerals Group is included in the Company's consolidated U.S. federal income
tax return.
As of December 31, 1995, the Minerals Group had $10,895 of alternative minimum
tax credits allocated to it under the Company's tax allocation policy. Such
credits are available to offset future U.S. federal income taxes and, under
current tax law, the carryforward period for such credits is unlimited.
The tax benefit of net operating loss carryforwards for the Minerals Group as at
December 31, 1995 was $2,908 and related to various state and foreign taxing
jurisdictions. The expiration periods primarily range from 5 to 15 years.
9. LONG-TERM DEBT
A portion of the outstanding debt under the Company's credit agreement has been
attributed to the Minerals Group. Total long-term debt of the Minerals Group
consists of the following:
<TABLE>
<CAPTION>
As of December 31
1995 1994
- -----------------------------------------------------------------------------------
<S> <C> <C>
Senior obligations $ 413 327
Obligations under capital leases (average
rates 6.22% in 1995 and 6.27% in 1994) 378 1,882
- -----------------------------------------------------------------------------------
791 2,209
- -----------------------------------------------------------------------------------
Attributed portion of Company's debt
U.S. dollar term loan due 2000 (year end
rate 6.56% in 1995 and 6.49% in 1994) 100,000 76,566
Revolving credit notes due 2000 (year end
rate 5.75% in 1994) -- 9,400
- -----------------------------------------------------------------------------------
Total long-term debt, less current maturities $100,791 88,175
====================================================================================
</TABLE>
For the four years through December 31, 2000, minimum repayments of long-term
debt outstanding are as follows:
1997 $ 175
1998 320
1999 61
2000 100,049
In March 1994, the Company entered into a $350,000 credit agreement with a
syndicate of banks (the "Facility"). The Facility included a $100,000 five-year
term loan, which originally matured in March 1999. The Facility also permitted
additional borrowings, repayments and reborrowings of up to $250,000 until March
1999. In March 1995, the Facility was amended to extend the maturity of the term
loan to May 2000 and to permit the additional borrowings, repayments and
reborrowings until May 2000. Interest on borrowings under the Facility is
payable at rates based on prime, certificate of deposit, Eurodollar or money
market rates. At December 31, 1995, the $100,000 term loan under the Facility
was attributed to the Minerals Group. At December 31, 1995, there were no
additional borrowings outstanding under the remainder of the Facility.
129
<PAGE>
<PAGE>
In 1994, the Company entered into a standard three year variable to fixed
interest rate swap agreement on a portion of the Company's U.S. dollar term
loan. This agreement fixed the Company's interest rate at 5% on initial
borrowings of $40,000 in principal. The principal amount to which the 5%
interest rate applies declines periodically throughout the term of the agreement
and at December 31, 1995, this rate applied to borrowings of $25,000 in
principal. In addition, during 1995, the Company entered into two other variable
to fixed interest rate swap agreements. One agreement fixes the Company's
interest rate at 5.80% on $20,000 in principal for a term of three years. The
other agreement fixes the Company's interest rate at 5.66% for a term of 21
months on $10,000 in principal, which increases to $20,000 during the term.
These agreements have been attributed to the Minerals Group.
Under the terms of some of its debt instruments, the Company has agreed to
various restrictions relating to the payment of dividends, the repurchase of
capital stock, the maintenance of consolidated net worth, and the amount of
additional funded debt which may be incurred. See the Company's consolidated
financial statements and related footnotes.
At December 31, 1995, the Company's portion of outstanding unsecured letters of
credit allocated to the Minerals Group was $33,654, primarily supporting its
obligations under its various self-insurance programs.
10. STOCK OPTIONS
The Company grants options under its 1988 Stock Option Plan (the "1988 Plan") to
executives and key employees and under its Non-Employee Directors' Stock Option
Plan (the "Non-Employee Plan") to outside directors to purchase common stock
at a price not less than 100% of quoted market value at date of grant.
As part of the Services Stock Proposal (Note 1), the 1988 and the Non-Employee
Plans were amended to permit option grants to be made to optionees with respect
to either Services Stock or Minerals Stock, or both.
The Company's 1979 Stock Option Plan (the "1979 Plan") and 1985 Stock Option
Plan (the "1985 Plan") terminated in 1985 and 1988, respectively, except
as to options still outstanding.
Upon approval of the Services Stock Proposal in 1993, a total of 2,228,225
shares of common stock were subject to options outstanding under the 1988 Plan,
the Non-Employee Plan, the 1979 Plan and the 1985 Plan. Pursuant to antidilution
provisions in the option agreements covering such options, the Company converted
these options into options for shares of Services Stock or Minerals Stock, or
both, depending primarily on the employment status and responsibilities of the
particular optionee. In the case of optionees having Company-wide
responsibilities, each outstanding option was converted into an options for both
Services Stock and Minerals Stock. In the case of other optionees, each
outstanding option was converted into a new option for only Services Stock or
Minerals Stock, as the case may be. As a result, 2,167,247 shares of Services
Stock and 507,698 shares of Minerals Stock were subject to options outstanding
as of the effective date of the Services Stock Proposal.
<PAGE>
The table below summarizes the related plan activity.
<TABLE>
<CAPTION>
Aggregate
No. of Option
Shares Price
- ----------------------------------------------------------------------
<C> <C> <C>
THE PITTSTON COMPANY COMMON STOCK OPTIONS:
Granted:
1993 17,500 $ 294
Became exercisable:
1993 468,250 7,749
Exercised:
1993 377,191 5,379
PITTSTON MINERALS GROUP COMMON STOCK OPTIONS:
Outstanding:
12/31/95 597,797 9,359
12/31/94 507,323 9,571
12/31/93 623,498 11,023
Granted:
1995 258,300 2,665
1994 23,000 431
1993 252,000 6,094
Became exercisable:
1995 53,617 1,160
1994 108,259 1,978
1993 3,575 50
Exercised:
1995 95,129 1,203
1994 128,667 1,765
1993 134,528 1,738
</TABLE>
At December 31, 1995, total of 214,163 shares of Minerals Stock were
exercisable. In addition, there were 629,279 shares of Minerals Stock reserved
for issuance under the plans, including 31,482 shares of Minerals Stock reserved
for future grant.
The approval of the Brink's Stock Proposal had no affect on options for Minerals
Stock.
11. CAPITAL STOCK
The Company, at any time, has the right to exchange each outstanding share of
Burlington Stock for shares of Brink's Stock (or, if no Brink's Stock is then
outstanding, Minerals Stock) having a fair market value equal to 115% of the
fair market value of one share of Burlington Stock. In addition, upon the
disposition of all or substantially all of the properties and assets of the
Burlington Group to any person (with certain exceptions), the Company is
required to exchange each outstanding share
130
<PAGE>
<PAGE>
of Burlington Stock for shares of Brink's Stock (or, if no Brink's Stock is then
outstanding, Minerals Stock) having a fair market value equal to 115% of the
fair market value of one share of Burlington Stock.
The Company, at any time, has the right to exchange each outstanding share of
Minerals Stock, which was previously subject to exchange for shares of Services
Stock, for shares of Brink's Stock (or, if no Brink's Stock is then outstanding,
Burlington Stock) having a fair market value equal to 115% of the fair market
value of one share of Minerals Stock. In addition, upon the disposition of all
or substantially all of the properties and assets of the Minerals Group to any
person (with certain exceptions), the Company is required to exchange each
outstanding share of Minerals Stock for shares of Brink's Stock (or, if no
Brink's Stock is then outstanding, Burlington Stock) having a fair market value
equal to 115% of the fair market value of one share of Minerals Stock. If any
shares of the Company's Preferred Stock are converted after an exchange of
Minerals Stock for Brink's Stock (or Burlington Stock), the holder of such
Preferred Stock would, upon conversion, receive shares of Brink's Stock (or
Burlington Stock) in lieu of shares of Minerals Stock otherwise issuable upon
such conversion.
Holders of Brink's Stock at all times have one vote per share. Holders of
Burlington Stock and Minerals Stock have one and 0.626 votes per share,
respectively, subject to adjustment on January 1, 1998, and on each January 1
every two years thereafter in such a manner so that each class' share of the
aggregate voting power at such time will be equal to that class' share of the
aggregate market capitalization of the Company's common stock at such time.
Accordingly, on each adjustment date, each share of Burlington Stock and
Minerals Stock may have more than, less than or continue to have the number of
votes per share as they have. Holders of Brink's Stock, Burlington Stock and
Minerals Stock vote together as a single voting group on all matters as to which
all common shareholders are entitled to vote. In addition, as prescribed by
Virginia law, certain amendments to the Articles of Incorporation affecting,
among other things, the designation, rights, preferences or limitations of one
class of common stock, or certain mergers or statutory share exchanges, must be
approved by the holders of such class of common stock, voting as a group, and,
in certain circumstances, may also have to be approved by the holders of the
other classes of common stock, voting as separate voting groups.
<PAGE>
In the event of a dissolution, liquidation or winding up of the Company, the
holders of Brink's Stock, Burlington Stock and Minerals Stock, effective January
19, 1996, share on a per share basis an aggregate amount equal to 55%, 28% and
17%, respectively, of the funds, if any, remaining for distribution to the
common shareholders. In the case of Minerals Stock, such percentage has been
set, using a nominal number of shares of Minerals Stock of 4,202,954 (the
"Nominal Shares") in excess of the actual number of shares of Minerals Stock
outstanding, to ensure that the holders of Minerals Stock are entitled to the
same share of any such funds immediately following the consummation of the
transactions as they were prior thereto. These liquidation percentages are
subject to adjustment in proportion to the relative change in the total number
of shares of Brink's Stock, Burlington Stock and Minerals Stock, as the case may
be, then outstanding to the total number of shares of all other classes of
common stock then outstanding (which totals, in the case of Minerals Stock,
shall include the Nominal Shares).
In conjunction with the Services Stock Proposal, the Board of Directors (the
"Board") authorized the repurchase of up to 1,250,000 shares of Services Stock
and 250,000 shares of Minerals Stock from time to time in the open market or in
private transactions, as conditions warrant, not to exceed an aggregate purchase
price of $43,000. In November 1995, the Board authorized an increase in the
remaining purchase authority for Minerals Stock to 1,000,000 shares and the
purchase, subject to shareholder approval of the Brink's Stock Proposal, of up
to 1,500,000 shares of Brink's Stock and up to 1,500,000 shares of Burlington
Stock, no to exceed an aggregate purchase price of $45,000 for all common shares
of the Company. Prior to this increased authorization, 117,300 shares of
Minerals Stock at an aggregate cost of $1,720 were repurchased, of which 78,800
shares at a total cost of $912 were purchased in 1995, 19,700 shares at a total
cost of $401 were purchased in 1994 and 18,800 shares at a total cost of $407
were purchased in 1993. No additional repurchases of Minerals Stock were made
during the remainder of 1995 subsequent to the increased authorization. The
program to acquire shares remains in effect in 1996.
In January 1994, the Company issued 161,000 shares of its $31.25 Series C
Cumulative Convertible Preferred Stock (the "Convertible Preferred Stock"). The
proceeds of the Convertible Preferred Stock offering have been attributed to the
Minerals Group. The Convertible Preferred Stock pays an annual cumulative
dividend of $31.25 per share payable quarterly, in
131
<PAGE>
<PAGE>
cash, in arrears, out of all funds of the Company legally available therefore,
when as and if declared by the Board, and bears a liquidation preference of $500
per share, plus an amount equal to accrued and unpaid dividends thereon. Each
share of the Convertible Preferred Stock is convertible at the option of the
holder unless previously redeemed or, under certain circumstances, called for
redemption, into shares of Minerals Stock at a conversion price of $32.175 per
share of Minerals Stock, subject to adjustment in certain circumstances. Except
under certain circumstances, the Convertible Preferred Stock is not redeemable
prior to February 1, 1997. On and after such date, the Company may, at its
option, redeem the Convertible Preferred Stock, in whole or in part, for cash
initially at a price of $521.875 per share, and thereafter at prices declining
ratable annually on each February 1 to an amount equal to $500 per share on and
after February 1, 2004, plus in each case and amount equal to accrued and unpaid
dividends on the date of redemption. Except under certain circumstances or as
prescribed by Virginia law, shares of the Convertible Preferred Stock are
nonvoting. The voting rights of the Preferred Stock were not affected by the
Brink's Stock Proposal. Prior to an increase in November 1995 in the remaining
authorization to repurchase from time to time up to $15,000 of its Convertible
Preferred Stock, under a repurchase program, 24,720 shares at a total cost of
$9,624 had been repurchased, of which 16,370 shares at a total cost of $6,258
were purchased in 1995. No additional share repurchases were made during the
remainder of 1995 subsequent to the increased authorization. See Note 9 to the
Company's consolidated financial statements.
Dividends paid on the Company's Convertible Preferred Stock commenced on March
1, 1994. In 1995 and 1994, dividends paid on such stock were $4,397 and $4,230,
respectively. Preferred dividends included on the Minerals Group's Statements of
Operations for the years ended December 31, 1995 and 1994 are net of $1,593 and
$632, respectively, which was the excess of the carrying amount of the
Convertible Preferred Stock over the cash paid to holders of the stock for
repurchases made during each year.
The Company's Articles of Incorporation limits dividends on Minerals Stock to
the lesser of (i) all funds of the Company legally available therefore (as
prescribed by Virginia law) and (ii) the Available Minerals Dividend Amount (as
defined in the Articles of Incorporation). At December 31, 1995, the Available
Minerals Dividend Amount was at least $24,870. Dividends on Minerals Stock are
also restricted by covenants in the Company's public indentures and bank credit
agreements. See the Company's consolidated financial statements and related
footnotes. Subject to these limitations, the Company's Board, although there is
no requirement to do so, intends to declare and pay dividends on the Minerals
Stock based primarily on the earnings, financial condition, cash flow and
business requirements of the Minerals Group.
<PAGE>
In December 1992, the Company formed The Pittston Company Employee Benefits
Trust (the 'Trust") to hold shares of its common stock to fund obligations under
certain employee benefits programs. Upon formation of the Trust, the Company
sold for a promissory note of the Trust, 4,000,000 new shares of its common
stock to the Trust at a price equal to the fair value of the stock on the date
of sale. Upon approval of the Services Stock Proposal, 3,871,826 shares in the
Trust were redesignated as Services Stock and 774,365 shares of Minerals Stock
were distributed to the Trust. At December 31, 1995, 594,461 shares of Minerals
Stock (723,218 in 1994) remained in the Trust, valued at market. The value of
these shares has no impact on shareholder's equity.
12. ACQUISITIONS
During 1995, the Minerals Group acquired one small business for a purchase price
of $556, including debt of $200. The acquisition was accounted for as a
purchase; accordingly, the purchase price was allocated to the underlying assets
and liabilities based on the estimated fair value at the date of acquisition.
The fair value of the assets acquired was $1,122 and liabilities assumed was
$566. The purchase price was equal to the fair value of net assets acquired. In
addition, during 1995, the Minerals Group made an installment payment of $722
for an acquisition made in prior years.
During 1994, a wholly owned indirect subsidiary of the Minerals Group completed
the acquisition of substantially all of the coal mining operations and coal
supply contracts of Addington Resources, Inc. for $157,324. The acquisition has
been accounted for as a purchase; accordingly, the purchase price has been
allocated to the underlying assets and liabilities based on their respective
estimated fair values at the date of acquisition. The fair value of assets
acquired was $173,959 and liabilities assumed was $138,518. The excess of the
purchase price over the fair value of assets acquired and liabilities assumed
was $121,883 and is being amortized over a period of forty years.
The acquisition was financed by the issuance of $80,500 of Convertible Preferred
Stock (Note 1) and additional borrowings under existing credit facilities. In
March 1994, the additional debt incurred for this acquisition was refinanced
with a portion of the proceeds from the five-year term loan (Note 9).
132
<PAGE>
<PAGE>
During 1993, the Minerals Group made installment and contingency payments
related to acquisitions consummated in prior years. Total consideration paid was
$699.
The results of operations of the companies acquired in 1995 and 1994 have been
included in the Minerals Group's results of operations from their date of
acquisition.
13. COAL JOINT VENTURE
The Minerals Group, through a wholly owned indirect subsidiary of the Company,
entered into a partnership agreement in 1982 with four other coal companies to
construct and operate coal port facilities in Newport News, Virginia, in the
Port of Hampton Roads (the "Facilities"). The Facilities commenced operations
in 1984, and now have an annual throughput capacity of 22 million tons, with a
ground storage capacity of approximately 2 million tons. The Minerals Group
initially had an indirect 25% interest in the partnership, Dominion Terminal
Associates ("DTA"). Initial financing of the Facilities was accomplished through
the issuance of $135,000 principal amount of revenue bonds by the Peninsula
Ports Authority of Virginia (the "Authority"), which is a political subdivision
of the Commonwealth of Virginia. In 1987, the original revenue bonds were
refinanced by the issuance of $132,800 of coal terminal revenue refunding bonds
of which two series of these bonds in the aggregate principal amount of $33,200
were attributable to the Minerals Group. In 1990, the Minerals Group acquired an
additional indirect 7 1/2% interest in DTA for cash of $3,055 plus the
assumption of bond indebtedness, increasing its ownership to 32 1/2%. With the
increase in ownership, $9,960 of the remaining four additional series of the
revenue refunding bonds of $99,600 became attributable to the Minerals Group. In
November 1992, all bonds attributable to the Minerals Group were refinanced with
the issuance of a new series of coal terminal revenue refunding bonds in the
aggregate principal amount of $43,160. The new series of bonds bear a fixed
interest rate of 7 3/8%. The Authority owns the Facilities and leases them to
DTA for the life of the bonds, which mature on June 1, 2020. DTA may purchase
the facilities for $1 at the end of the lease term. The obligations of the
partners are several, and not joint.
Under loan agreements with the Authority, DTA is obligated to make payments
sufficient to provide for the timely payment of the principal of and interest on
the bonds of the new series. Under a throughput and handling agreement, the
Minerals Group has agreed to make payments to DTA that in the aggregate will
provide DTA with sufficient funds to make the payments due under the loan
agreements and to pay the Minerals Group's share of the operating costs of the
Facilities. The Company has also unconditionally guaranteed the payment of the
principal of and premium, if any, and the interest on the new series of bonds.
Payments for operating costs aggregated $6,841 in 1995, $7,173 in 1994 and
$7,949 in 1993. The Minerals Group has the right to use 32 1/2% of the
throughput and storage capacity of the Facilities subject to user rights of
third parties which pay the Minerals Group a fee. The Minerals Group pays
throughput and storage charges based on actual usage at per ton rates determined
by DTA.
<PAGE>
14. LEASES
The Minerals Group's businesses lease coal mining and other equipment under
long-term operating leases with varying terms, and most of the leases contain
renewal and/or purchase options. As of December 31, 1995, aggregate future
minimum lease payments under noncancellable operating leases were as follows:
<TABLE>
<CAPTION>
Equipment
Facilities & Other Total
- -----------------------------------------------------
<S> <C> <C> <C>
1996 $ 773 21,678 22,451
1997 798 15,649 16,447
1998 796 9,865 10,661
1999 778 3,685 4,463
2000 745 791 1,536
2001 455 75 530
2002 2 -- 2
2003 2 -- 2
2004 2 -- 2
2005 2 -- 2
Later Years 2 -- 2
- -----------------------------------------------------
Total $4,355 51,743 56,098
=====================================================
</TABLE>
There are no noncancellable sublease rentals. Almost all of the above amounts
related to equipment are guaranteed by the Company.
Rent expense amounted to $34,363 in 1995, $35,583 in 1994 and $24,854 in 1993
and is net of sublease rentals of $12 in 1995 and $69 in 1994 and 1993.
In 1995, the Minerals Group incurred capital lease obligations of $12. In 1994,
the Minerals Group incurred capital lease obligations of $746 and assumed
capital lease obligations of $16,210 as part of the acquisition of the coal
operations of Addington Resources, Inc., (Note 12). As of December 31, 1995, the
Minerals Group's obligations under capital leases were not significant.
15. EMPLOYEE BENEFIT PLANS
The Minerals Group's businesses participate in the Company's noncontributory
defined benefit pension plan covering substantially all nonunion employees who
meet certain minimum requirements. Benefits under the plan are based on salary
and years of service. The Minerals Group's pension cost is actuarially
determined based on its employees and an allocable
133
<PAGE>
<PAGE>
share of the pension plan assets. The Company's policy is to fund the
actuarially determined amounts necessary to provide assets sufficient to meet
the benefits to be paid to plan participants in accordance with applicable
regulations. The net pension credit for 1995, 1994 and 1993 for the Minerals
Group is as follows:
<TABLE>
<CAPTION>
Year Ended December 31
1995 1994 1993
- -----------------------------------------------------------------------------------
<S> <C> <C> <C>
Service cost benefits earned during year $ 3,306 3,609 2,772
Interest cost on projected benefit obligation 9,548 9,024 8,873
Loss (return) on assets actual (38,005) 1,664 (20,347)
(Loss) return on assets deferred 22,199 (16,978) 6,317
Other amortization, net 7 2,270 --
- -----------------------------------------------------------------------------------
Net pension credit $ (2,945) (411) (2,385)
===================================================================================
</TABLE>
The assumptions used in determining the net pension credit for the Company's
major pension plan were as follows:
<TABLE>
<CAPTION>
1995 1994 1993
- ---------------------------------------------------------------------------------
<S> <C> <C> <C>
Interest cost on projected benefit obligation 8.75% 7.5% 9.0%
Expected long-term rate of return on assets 10.0% 10.0% 10.0%
Rae of increase in compensation levels 4.0% 4.0% 5.0%
</TABLE>
The Minerals Group's allocated funded status and deferred pension assets at
December 31, 1995 and 1994 are as follows:
<TABLE>
<CAPTION>
1995 1994
- -----------------------------------------------------------------------------------
<S> <C> <C>
Actuarial present value of accumulated benefit
obligation:
Vested $121,632 94,237
Nonvested 3,838 4,012
- -----------------------------------------------------------------------------------
125,470 98,249
Benefits attributable to projected salaries 11,512 11,499
- -----------------------------------------------------------------------------------
Projected benefit obligation 136,982 109,748
Plan assets at fair value 187,537 157,847
- -----------------------------------------------------------------------------------
Excess of plan assets over projected benefit
obligation 50,555 48,099
Unrecognized experience loss 27,307 26,517
Unrecognized prior service cost 273 271
- -----------------------------------------------------------------------------------
Net pension assets 78,135 74,887
Current pension liability 1,258 916
- -----------------------------------------------------------------------------------
Deferred pension asset per balance sheet $ 79,393 75,803
===================================================================================
</TABLE>
For the valuation of pension obligations and the calculation of the funded
status, the discount rate was 7.5% in 1995 and 8.75% in 1994. The expected
long-term rate of return on assets was 10% in both years. The rate of increase
in compensation levels used was 4% in 1995 and 1994.
The unrecognized initial net asset at January 1, 1986, the date of adoption of
SFAS 87, has been amortized over the estimated remaining average service life of
the employees, which period ended at December 31, 1992. As of December 31, 1995,
approximately 70% of plan assets were invested in equity securities and 30% in
fixed income securities.
<PAGE>
Under the 1990 collective bargaining agreement with the United Mine Workers of
America ("UMWA"), the Minerals Group has made payments, based on hours worked,
into escrow accounts established for the benefit of union employees (Note 19).
The total amount accrued and escrowed by the Minerals Group's coal operations
under this agreement as at December 31, 1995 and December 31, 1994, was $26,046
and $23,120, respectively. The amount escrowed and accrued is included in
"Short-term investments" and "Miscellaneous accrued liabilities".
The Minerals Group also provides certain postretirement health care and life
insurance benefits for eligible active and retired employees in the United
States.
For the years 1995, 1994 and 1993, the components of periodic expense for these
postretirement benefits were as follows:
<TABLE>
<CAPTION>
Year Ended December 31
1995 1994 1993
- -----------------------------------------------------------------------------------
<S> <C> <C> <C>
Service cost benefits earned during year $ 1,523 2,141 2,513
Interest cost on accumulated post-
retirement benefit obligation 19,510 20,948 21,060
Amortization of (gains) losses -- 2,806 402
- -----------------------------------------------------------------------------------
Total expense $21,033 25,895 23,975
===================================================================================
</TABLE>
The interest costs on the accumulated postretirement benefit obligation were
based upon rates of 8.75% in 1995, 7.5% in 1994 and 9% in 1993.
At December 31, 1995 and 1994, the actuarial and recorded liabilities for these
postretirement benefits, none of which have been funded, were as follows:
<TABLE>
<CAPTION>
1995 1994
- -----------------------------------------------------------------------------------
<S> <C> <C>
Accumulated postretirement benefit obligation:
Retirees $ 230,217 215,043
Fully eligible active plan participants 24,031 21,170
Other active plan participants 26,303 17,334
- -----------------------------------------------------------------------------------
280,551 253,547
Unrecognized experience loss (48,197) (23,619)
- -----------------------------------------------------------------------------------
Liability included on the balance sheet 232,354 229,928
Less current portion 18,647 16,951
- -----------------------------------------------------------------------------------
Noncurrent liability for postretirement health
care and life insurance benefits $ 213,707 212,977
===================================================================================
</TABLE>
The accumulated postretirement benefit obligation was determined using the unit
credit method and an assumed discount rate of 7.5% in 1995 and 8.75% in 1994.
The assumed health care cost trend rate used in 1995 was 9% for pre-65 retirees,
grading down to 5% in the year 2001. For post-65 retirees, the assumed trend
rate in 1995 was 7%, grading down to 5% in the year 2001. The assumed medicare
cost trend rate used in 1995 was 7%, grading down to 5% in the year 2001.
134
<PAGE>
<PAGE>
A percentage point increase each year in the assumed health care cost trend rate
used would have resulted in a $2,630 increase in the aggregate service and
interest components of expense for the year 1995, and a $36,351 increase in the
accumulated postretirement benefit obligation at December 31, 1995.
The Minerals Group also participates in the Company's Savings-Investment Plan to
assist eligible employees in providing for retirement or other future financial
needs. Employee contributions are matched at rates of 50% and 100% up to 5% of
compensation (subject to certain limitations imposed by the Internal Revenue
Code of 1986, as amended). Contribution expense under the plan aggregated $1,204
in 1995, $1,468 in 1994 and $2,021 in 1993.
In May 1994, the Company's shareholders approved the Employee Stock Purchase
Plan effective July 1, 1994. As amended, upon approval of the Brink's Stock
Proposal, eligible employees may elect to purchase shares of Brink's Stock,
Burlington Stock and Minerals Stock at the lower of 85% of the fair market value
as of specified dates. Under this plan, for the years ended December 31, 1995
and 1994, employees of the Company purchased 44,006 shares of Minerals Stock for
$374 and 11,843 shares of Minerals Stock for $187, respectively.
The Minerals Group sponsors other defined contribution plans and contributions
under these plans aggregated $368 in 1995, $470 in 1994 and $475 in 1993.
In October 1992, the Coal Industry Retiree Health Benefit Act of 1992 (the
"Health Benefit Act") was enacted as part of the Energy Policy Act of 1992. The
Health Benefit Act established rules for the payment of future health care
benefits for thousands of retired union mine workers and their dependents. Part
of the burden for these payments was shifted by the Health Benefit Act from
certain coal producers, which had a contractual obligation to fund such
payments, to producers such as the Company which have collective bargaining
agreements with the UMWA that do not require such payments and to numerous other
companies which are no longer in the coal business. The Health Benefit Act
established a trust fund to which "signatory operators" and "related persons",
including the Company and certain of its coal subsidiaries (the "Pittston
Companies") are obligated to pay annual premiums for assigned beneficiaries,
together with a pro rata share for certain beneficiaries who never worked for
such employers ("unassigned beneficiaries"), in amounts determined by the
Secretary of Health and Human Services on the basis set forth in the Health
Benefit Act. For 1995, 1994 and 1993, these amounts, on a pretax basis, were
approximately $10,800, $11,000 and $9,100, respectively. The Company believes
that the annual liability under the Health Benefit Act for the Pittston
Companies' assigned beneficiaries will continue at approximately $10,000 per
year for the next several years and should begin to decline thereafter as the
number of such assigned beneficiaries decreases.
<PAGE>
Based on the number of beneficiaries actually assigned by the Social Security
Administration, the Company estimates the aggregate pretax liability relating to
the Pittston Companies' assigned beneficiaries at approximately $220,000, which
when discounted at 7.5% provides a present value estimate of approximately
$95,000.
The ultimate obligation that will be incurred by the Company could be
significantly affected by, among other things, increased medical costs,
decreased number of beneficiaries, governmental funding arrangements and such
federal health benefit legislation of general application as may be enacted. In
addition, the Health Benefit Act requires the Pittston Companies to fund, pro
rata according to the total number of assigned beneficiaries, a portion of the
health benefits for unassigned beneficiaries. At this time, the funding for such
health benefits is being provided from another source and for this and other
reasons the Pittston Companies' ultimate obligation for the unassigned
beneficiaries cannot be determined. The Company accounts for its obligations
under the Health Benefit Act as a participant in a multi-employer plan and
recognizes the annual cost on a pay-as-you-go basis.
16. RESTRUCTURING AND OTHER CHARGES, INCLUDING LITIGATION ACCRUAL
The market for metallurgical coal, for most of the past fifteen years, has been
characterized by weak demand from primary steel producers and intense
competition from foreign coal producers, especially those in Australia and
Canada. Metallurgical coal sales contracts typically are subject to annual price
negotiations, which increase the risk of market forces. As a result of the
continuing long-term decline in the metallurgical coal markets, which was
further evidenced by significant price reductions in early 1994, Coal operations
accelerated its strategy of decreasing its exposure to these markets. After a
review of the economic viability of the remaining metallurgical coal assets in
early 1994, management determined that four underground mines were no longer
economically viable and should be closed resulting in significant economic
impairment to three related preparation plants. In addition, it was determined
that one surface steam coal mine, the Heartland mine, which provided coal to
Alabama Power Company under a long-term sales agreement, would be closed due to
rising costs caused by unfavorable geological conditions.
135
<PAGE>
<PAGE>
As a result of these decisions, the Minerals Group incurred a pretax charge of
$90,806 ($58,116 after tax) in 1994 which included a reduction in the carrying
value of these assets and related accruals for mine closure costs. These charges
included assets writedowns of $46,487 which reduced the book carrying value of
such assets to what management believes to be their net realizable value based
on either estimated sales or leasing of such property to unrelated third
parties. In addition, the charges included $3,836 for required lease payments
owed to lessors for machinery and equipment that would be idled as a result of
the mine and facility closures. The charges also included $19,290 for mine and
plant closure costs which represented estimates for reclamation and other
environmental costs to be incurred to bring the properties in compliance with
federal and state mining and environmental laws. This accrual was required due
to the premature closing of the mines. The accrual also included $21,193 in
contractually or statutorily required employee severance and other benefit costs
associated with termination of employees at these facilities and costs
associated with inactive employees at these facilities. Such employee benefits
included severance payments, medical insurance, workers' compensation and other
benefits and have been calculated in accordance with contractually (collective
bargaining agreements signed by certain coal subsidiaries included in the
Company) and legally required employee severance and other benefits.
Of the four underground mines, two ceased coal production in 1994. In 1994 the
Company reached agreement with Alabama Power Company to transfer the coal sales
contract serviced by the Heartland mine to another location in West Virginia.
The Heartland mine ceased coal production during 1994 and final reclamation and
environmental work is substantially complete. At the beginning of 1994, there
were approximately 750 employees involved in operations at these facilities and
other administrative support. Employment at these facilities has been reduced by
52% to approximately 360 employees at December 31, 1994 and by 81% to
approximately 140 employees at December 31, 1995.
Although coal production has or will cease at the mines contemplated in the
accrual, the Minerals Group will incur reclamation and environmental costs for
several years to bring these properties into compliance with federal and state
environmental laws. In addition, employee termination and medical costs will
continue to be incurred for several years after the facilities have been closed.
The significant portion of these employee liabilities is for statutorily
provided workers' compensation costs for inactive employees. Such benefits
include indemnity and medical payments as required under state workers'
compensation laws. The long payment periods are based on continued, and in some
cases, lifetime indemnity and medical payments to injured former employees and
their surviving spouses. Management believes that the charges incurred in 1994
should be sufficient to provide for these future costs and does not anticipate
material additional future charges to operating earnings for these facilities,
although continual cash funding will be required over the next several years.
<PAGE>
In 1993 the Minerals Group incurred a pretax charge of $78,633 ($48,897 after
tax) relating to mine closing costs including employee benefit costs and certain
other noncash charges, together with previously reported litigation (the
"Evergreen Case") brought against the Company and a number of its coal
subsidiaries by the trustees of certain pension and benefit trust fund
established under collective bargaining agreements with the UMWA (Note 18).
These charges impacted Coal and Mineral Ventures' operating profit in the
amounts of $70,713 and $7,920, respectively.
The charge in the Mineral Ventures segment in 1993, related to the writedown of
the Mineral Group's investment in the Uley graphite mine in Australia. Although
reserve drilling of the Uley property indicates substantial graphite deposits,
processing difficulties, depressed graphite prices which remained significantly
below the level prevailing at the start of the project and an analysis of
various technical and marketing conditions affecting the project resulted in the
determination that the assets had been impaired and that loss recognition was
appropriate. The charge included asset writedowns of $7,496 which reduced the
carrying value of such assets to zero.
The following table analyzes the changes in liabilities during the last three
years for facility closure costs recorded as restructuring and other charges:
<TABLE>
<CAPTION>
Employee
Mine Termination,
Leased and Medical
Machinery Plant and
and Closure Severance
Equipment Costs Costs Total
- --------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Balance January 1, 1993 (a) $1,146 35,499 35,413 72,058
Additions 2,782 1,598 6,267 10,647
Payments (b) 836 8,663 7,463 16,962
- --------------------------------------------------------------------------------------------------
Balance December 31, 1993 3,092 28,434 34,217 65,743
Additions 3,836 19,290 21,193 44,319
Payments (c) 3,141 9,468 12,038 24,647
- --------------------------------------------------------------------------------------------------
Balance December 31, 1994 3,787 38,256 43,372 85,415
Payments (d) 1,993 7,765 7,295 17,053
Other reductions (e) 576 1,508 -- 2,084
- --------------------------------------------------------------------------------------------------
Balance December 31, 1995 $1,218 28,983 36,077 66,278
==================================================================================================
</TABLE>
(a) These amounts represent the remaining liabilities for facility closure costs
recorded as restructuring and other charges in prior years. The original charges
included $2,312 for leased machinery and equipment, $50,645 principally for
incremental facility closing costs, including reclamation and $47,841 for
employee benefit costs, primarily workers' compensation, which will continue to
be paid for several years.
(b) These amounts represent total cash payments made during the year for
liabilities recorded in prior years.
(c) Of the total payments made, in 1994, $8,672 was for liabilities recorded in
years prior to 1993, $5,822 was for liabilities recorded in 1993 and $10,153 was
for liabilities recorded in 1994.
(d) Of the total payments made in 1995, $6,424 was for liabilities recorded in
years prior to 1993, $2,486 was for liabilities recorded in 1993 and $8,143 was
for liabilities recorded in 1994.
(e) These amounts represent the assumption of liabilities by third parties as a
result of sales transactions.
136
<PAGE>
<PAGE>
During the next twelve months, expected cash funding of these charges is
approximately $15,000 to $20,000. Management estimates that the remaining
liability for leased machinery and equipment will be fully paid over the next
year. The liability for mine and plant closure costs is expected to be satisfied
over the next ten years of which approximately 50% is expected to be paid over
the next two years. The liability for employee related costs, which is primarily
workers' compensation, is estimated to be 50% settled over the next four years
with the balance paid during the following five to ten years.
17. OTHER INCOME AND EXPENSE
Other operating income primarily includes royalty income and gains on sales of
assets.
18. SEGMENT INFORMATION
Net sales by geographic area are as follows:
<TABLE>
<CAPTION>
Year Ended December 31
1995 1994 1993
- ----------------------------------------------------------------------------------
<S> <C> <C> <C>
United States:
Domestic customers $467,479 512,875 359,748
Export customers in Europe 108,111 131,447 132,753
Export customers in Japan 67,145 71,937 84,195
Other export customers 63,516 63,245 95,548
- ----------------------------------------------------------------------------------
706,251 779,504 672,244
Australia 16,600 15,494 14,845
- ----------------------------------------------------------------------------------
Total net sales $722,851 794,998 687,089
==================================================================================
</TABLE>
The following is derived from the business segment information in the Company's
consolidated financial statements as it relates to the Minerals Group. See Note
2, Related Party Transactions, for a description of the Company's policy for
corporate allocations.
The Minerals Group's portion of the Company's operating profit is as follows:
<TABLE>
<CAPTION>
Year Ended December 31
1995 1994 1993
- ---------------------------------------------------------------------------------
<S> <C> <C> <C>
United States * $ 21,752 (85,305) (49,157)
Australia * 1,586 2,988 (7,391)
- ---------------------------------------------------------------------------------
Minerals Group's portion of the
Company's segment operating
profit 23,338 (82,317) (56,548)
Corporate expenses allocated to the
Minerals Group (7,266) (6,845) (7,218)
- ---------------------------------------------------------------------------------
Total operating profit (loss) $ 16,072 (89,162) (63,766)
=================================================================================
</TABLE>
* Operating profit (loss) includes restructuring and other charges, including
litigation accrual aggregating $90,806 in 1994 all of which is included in the
United States and $78,633 in 1993, of which $70,713 is included in the United
States and $7,920 is included in Australia (Note 16).
<PAGE>
The Minerals Group's portion of the Company's assets at year end is as follows:
<TABLE>
<CAPTION>
As of December 31
1995 1994 1993
- ---------------------------------------------------------------------------------
<S> <C> <C> <C>
United States $702,132 764,399 503,002
Australia 18,999 19,104 13,162
- ---------------------------------------------------------------------------------
Minerals Group's portion of the
Company's assets 721,131 783,503 516,164
Minerals Group's portion of
corporate assets 77,478 84,009 90,083
- ---------------------------------------------------------------------------------
Total assets $798,609 867,512 606,247
=================================================================================
</TABLE>
Industry segment information is as follows:
<TABLE>
<CAPTION>
Year Ended December 31
1995 1994 1993
- ---------------------------------------------------------------------------------
<S> <C> <C> <C>
REVENUES:
Coal $ 706,251 779,504 672,244
Mineral Ventures 16,600 15,494 14,845
- ---------------------------------------------------------------------------------
Total revenues $ 722,851 794,998 687,089
=================================================================================
OPERATING PROFIT (LOSS):
Coal * $ 23,131 (83,451) (48,246)
Mineral Ventures * 207 1,134 (8,302)
- ---------------------------------------------------------------------------------
Segment operating profit (loss) 23,338 (82,317) (56,548)
Allocated general corporate expense (7,266) (6,845) (7,218)
- ---------------------------------------------------------------------------------
Total operating profit (loss) $ 16,072 (89,162) (63,766)
=================================================================================
</TABLE>
* Operating profit (loss) of the Coal segment included restructuring and other
charges, including litigation accrual of $90,806 in 1994 and $70,713 in 1993
(Note 16). Operating loss of the Mineral Ventures segment included restructuring
and other charges of $7,920 in 1993 (Note 16).
<TABLE>
<S> <C> <C> <C>
CAPITAL EXPENDITURES:
Coal $ 17,811 25,016 15,499
Mineral Ventures 2,332 2,514 2,690
Allocated general corporate 168 90 47
- ---------------------------------------------------------------------------------
Total capital expenditures $ 20,311 27,620 18,236
=================================================================================
DEPRECIATION, DEPLETION AND AMORTIZATION:
Coal $ 40,285 44,731 25,679
Mineral Ventures 1,597 1,202 1,779
Allocated general corporate 158 141 133
- ---------------------------------------------------------------------------------
Total depreciation, depletion and
amortization $ 42,040 46,074 27,591
=================================================================================
ASSETS AT DECEMBER 31:
Coal $699,049 761,827 499,494
Mineral Ventures 22,082 21,676 16,670
- ---------------------------------------------------------------------------------
Identifiable assets 721,131 783,503 516,164
Allocated portion of the Company's
corporate assets 77,478 84,009 90,083
- ---------------------------------------------------------------------------------
Total assets $798,609 867,512 606,247
=================================================================================
</TABLE>
In 1995, 1994 and 1993, net sales to one customer of the Coal segment amounted
to $125,730, $111,830 and $106,253, respectively.
137
<PAGE>
<PAGE>
19. LITIGATION
In April 1990, the Company entered into a settlement agreement to resolve
certain environmental claims against the Company arising from hydrocarbon
contamination at a petroleum terminal facility ("Tankport") in Jersey City, New
Jersey, which operations were sold in 1983. Under the settlement agreement, the
Company is obligated to pay 80% of the remediation costs. Based on data
available to the Company and its environmental consultants, the Company
estimates its portion of the cleanup costs on an undiscounted basis using
existing technologies to be between $6,700 and $16,400 over a period of up to
five years. Management is unable to determine that any amount within that range
is a better estimate due to a variety of uncertainties, which include the extent
of the contamination at the site, the permitted technologies for remediation and
the regulatory standards by which the clean-up will be conducted. The clean-up
estimates have been modified from prior years' in light of cost inflation. The
estimate of costs and the timing of payments could change as a result of changes
to the remediation plan required, changes in the technology available to treat
the site, unforseen circumstances existing at the site and additional cost
inflation.
The Company commenced insurance coverage litigation in 1990, in the United
States District Court for the District of New Jersey, seeking a declaratory
judgment that all amounts payable by the Company pursuant to the Tankport
obligation were reimbursable under comprehensive general liability and pollution
liability policies maintained by the Company. In August 1995, the District Court
ruled on various Motions for Summary Judgement. In its decision, the Court found
favorably for the Company on several matters relating to the comprehensive
general liability policies but concluded that the pollution liability policies
did not contain pollution coverage for the types of claims associated with the
Tankport site. The Company has filed a notice of its intent to appeal the
District Court's decision to the Third Circuit. Management and its outside legal
counsel continue to believe, however, that recovery of a substantial portion of
the cleanup costs will ultimately be probable of realization. Accordingly,
management is revising its earlier belief that there is no net liability for the
Tankport obligation, and it is the Company's belief that, based on estimates of
potential liability and probable realization of insurance recoveries, the
Company would be liable for approximately $1,400 based on the Courts decision
and related developments of New Jersey law.
<PAGE>
In 1988, the trustees of certain pension and benefit trust funds (the "Trust
Funds") established under collective bargaining agreements with the UMWA brought
an action (the "Evergreen Case") against the Company and a number of its coal
subsidiaries in the United States District Court for the District of Columbia,
claiming that the defendants are obligated to contribute to such Trust Funds in
accordance with the provisions of the 1988 and subsequent National Bituminous
Coal Wage Agreements, to which neither the Company nor any of its subsidiaries
is a signatory. In January 1992, the Court issued an order granting summary
judgment in favor of the trustees on the issue of liability, which was
thereafter affirmed by the Court of Appeals. In June 1993, the United States
Supreme Court denied a petition for a writ of certiorari. The case was remanded
to District Court, where damage and other issues were to be decided. In
September 1993, the Company filed a motion seeking relief from the District
Court's grant of summary judgment based on, among other things, the Company's
allegations that plaintiffs improperly withheld evidence that directly refutes
plaintiffs' representations to the District Court and the Court of Appeals in
this case. In December 1993, that motion was denied. The Company, following the
District Court's ruling in December 1993, recognized in 1993 in its financial
statements for the Minerals Group the potential liability that might have
resulted from an adverse judgment in the Evergreen Case (Notes 15 and 16). On
May 23, 1994, the trustees filed a Motion for Entry of Final Judgment seeking
approximately $71,100 in delinquent contributions, interest and liquidated
damages through May 31, 1994, plus approximately $17 additional interest and
liquidated damages for each day between May 31, 1994 and the date of entry of
final judgment, plus on-going contributions to the 1974 Pension Plan. The
Company opposed this motion. No decision on this motion of final judgment was
entered.
In furtherance of its ongoing effort to identify other available legal options
for seeking relief from what it believes to be an erroneous finding of liability
in the Evergreen Case, the Company filed suit against the Bituminous Coal
Operators Association ("BCOA") and others to hold them responsible for any
damages sustained by the Company as a result of the Evergreen Case. In December
1994, the District Court ordered the Evergreen Case as well as related cases
filed against other coal companies, and the BCOA case, be submitted to mediation
before a federal judge in an effort to obtain a settlement.
SUBSEQUENT EVENT (UNAUDITED)
In late March 1996 a settlement was reached in these cases, including the
Evergreen Case. Under the terms of the settlement, the coal subsidiaries which
had been signatories to earlier National Bituminous Coal Wage Agreements agreed
to make various lump sum payments in full satisfaction of all amounts allegedly
due to the Trust Funds through January 31, 1996, to be paid over time as
follows: approximately $25,800 upon dismissal of the Evergreen Case and the
remainder of $24,000 in installments of $7,000 in 1996 and $8,500 in each of
1997 and 1998. The first payment was entirely funded through an escrow account
previously established by the Company. In addition, the coal subsidiaries agreed
to future participation in the UMWA 1974 Pension Plan. The BCOA case and a
separate case against the UMWA have also been dismissed.
138
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<PAGE>
As a result of the settlement of these cases, the Company expects to record a
pretax gain of approximately $35,000 in the first quarter of 1996 in its
financial statements for the Minerals Group.
20. COMMITMENTS
At December 31, 1995, the Minerals Group had contractual commitments to purchase
coal which is primarily used to blend with company mined coal. Based on the
contract provisions these commitments are currently estimated to aggregate
approximately $161,743 and expire from 1996 through 1998 as follows:
1996 $76,761
1997 57,929
1998 27,053
Purchases under the contracts were $83,532 in 1995, $53,097 in 1994 and $81,069
in 1993.
21. SUPPLEMENTAL CASH FLOW INFORMATION
For the years ended December 31, 1995 and 1994, there were net cash tax refunds
of $20,731 and $12,851, respectively. For the year ended December 31, 1993, cash
payments for income taxes, net of refunds received was $2,461.
For the years ended December 31, 1995, 1994 and 1993, cash payments for interest
were $10,296, $5,985 and $2,126, respectively.
On December 31, 1995, the Minerals Group assumed the portion of the Company's
term loan in the amount of $23,434, which had been attributed to the Burlington
Group, as partial settlement of the intercompany payable due to the Burlington
Group. This transfer of debt as partial settlement of the intercompany between
the Groups has been recognized as a noncash transaction and is not included in
the Minerals Group's 1995 Statement of Cash Flows.
In 1995, the Minerals Group sold mining operations in Ohio together with a
related coal supply contract for notes and royalties receivable totaling $6,949.
<PAGE>
In December 1993, the Minerals Group sold the majority of the assets of its
captive mine supply company. Cash proceeds of $8,400 from the sale were received
on January 2, 1994, and have been included in "Cash flow from investing
activities: Other, net" in 1994.
During 1993, the Minerals Group sold a coal preparation plant and related
interest in land, equipment and facilities for mineral reserves with a fair
market value of $13,300 and cash of $10,700. The cash proceeds of $10,700 less
$1,001 in expenses related to the transaction were included in "Cash flow from
investing activities: Other, net".
22. SELECTED QUARTERLY FINANCIAL DATA (UNAUDITED)
Tabulated below are certain data for each quarter of 1995 and 1994.
<TABLE>
<CAPTION>
1st 2nd 3rd 4th
- ---------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
1995 QUARTERS:
Net sales $ 195,740 184,211 177,702 165,198
Gross profit 1,800 3,351 10,441 10,964
Net income $ 470 4,634 4,462 4,458
Per Pittston Minerals Group
Common Share:
Net income
Primary $ .05 .45 .51 .43
Fully diluted $ .05 .45 .45 .43
1994 QUARTERS:
Net sales $ 176,742 202,149 210,142 205,965
Gross profit (loss) (13,039) 13,105 10,770 12,576
Net income (loss) $ (74,079) 6,750 6,196 8,185
Per Pittston Minerals Group
Common Share:
Net income (loss)
Primary $ (9.96) .72 .74 .91
Fully diluted $ (9.96) .67 .61 .81
</TABLE>
Net income (loss) in the first quarter of 1994, included restructuring and
other charges of $58,116 (Note 16).
139
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<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this 10-K/A to be signed
on its behalf by the undersigned, thereunto duly authorized, on April 5, 1996.
The Pittston Company
(Registrant)
By G.R. ROGLIANO
---------------------------
(G. R. Rogliano, Senior
Vice President)
<PAGE>
<PAGE>
Exhibit Index
Exhibit
Number Description
- ------- -------------
23 Consent of independent auditors.
<PAGE>
<PAGE>
Exhibit 23
Consent of Independent Auditors
The Board of Directors
The Pittston Company
We consent to incorporation by reference in the Registration
Statements (Nos. 2-64258, 33-2039, 33-21393, 33-23333, 33-69040, 33-53565
and 333-02219) on Form S-8 of The Pittston Company of our reports dated
January 25, 1996, as listed in the accompanying Index to Financial Statements
and Schedules as listed in Items 14(a)1 and 14(a)2 included in the 1995 Annual
Report on Form 10-K/A of The Pittston Company which reports appear herein.
Our reports for Pittston Brink's Group, Pittston Burlington Group
and Pittston Minerals Group contain an explanatory paragraph that states that
the financial statements of Pittston Brink's Group, Pittston Burlington Group
and Pittston Minerals Group should be read in connection with the audited
consolidated financial statements of The Pittston Company and subsidiaries.
KPMG Peat Marwick LLP
Stamford, Connecticut
April 5, 1996
<PAGE>
