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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 1998
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ________ to ________
Commission file number 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.)
</TABLE>
1000 Virginia Center Parkway, Glen Allen, Virginia 23058-4229
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (804) 553-3600
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 ___
As of November 6, 1998, 40,961,415 shares of $1 par value Pittston Brink's Group
Common Stock, 19,360,010 shares of $1 par value Pittston BAX Group Common Stock
and 8,386,434 shares of $1 par value Pittston Minerals Group Common Stock were
outstanding.
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PART I - FINANCIAL INFORMATION
THE PITTSTON COMPANY AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
<TABLE>
<CAPTION>
September 30 December 31
1998 1997
- -------------------------------------------------------------------------------------------------------------------
(Unaudited)
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents $ 69,150 69,878
Short-term investments, at lower of cost or market 2,732 2,227
Accounts receivable (net of estimated amounts uncollectible:
1998 - $36,463; 1997 - $21,985) 609,026 531,317
Inventories, at lower of cost or market 39,931 40,174
Prepaid expenses 42,328 32,767
Deferred income taxes 51,667 50,442
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Total current assets 814,834 726,805
Property, plant and equipment, at cost (net of accumulated depreciation,
depletion and amortization:
1998 - $559,012; 1997 - $519,658) 819,139 647,642
Intangibles, net of accumulated amortization 343,353 301,395
Deferred pension assets 121,298 123,138
Deferred income taxes 57,287 47,826
Other assets 125,682 149,138
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Total assets $ 2,281,593 1,995,944
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LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Short-term borrowings $ 45,336 40,144
Current maturities of long-term debt 44,331 11,299
Accounts payable 290,652 281,411
Accrued liabilities 396,323 310,819
- -------------------------------------------------------------------------------------------------------------------
Total current liabilities 776,642 643,673
Long-term debt, less current maturities 332,150 191,812
Postretirement benefits other than pensions 237,536 231,451
Workers' compensation and other claims 97,285 106,378
Deferred income taxes 18,013 17,157
Other liabilities 116,292 119,855
Shareholders' equity:
Preferred stock, par value $10 per share:
Authorized: 2,000 shares $31.25
Series C Cumulative Convertible Preferred Stock;
Issued and outstanding: 1998 - 113 shares; 1997 - 114 shares 1,134 1,138
Pittston Brink's Group Common Stock, par value $1 per share:
Authorized: 100,000 shares;
Issued and outstanding: 1998 - 40,961 shares; 1997 - 41,130 shares 40,961 41,130
Pittston BAX Group Common Stock, par value $1 per share:
Authorized: 50,000 shares;
Issued and outstanding: 1998 - 19,721 shares; 1997 - 20,378 shares 19,721 20,378
Pittston Minerals Group Common Stock, par value $1 per share:
Authorized: 20,000 shares;
Issued and outstanding: 1998 - 8,386 shares; 1997 - 8,406 shares 8,386 8,406
Capital in excess of par value 387,481 430,970
Retained earnings 373,434 359,940
Accumulated other comprehensive income - foreign
currency translation (49,639) (41,762)
Employee benefits trust, at market value (77,803) (134,582)
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Total shareholders' equity 703,675 685,618
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Total liabilities and shareholders' equity $ 2,281,593 1,995,944
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</TABLE>
See accompanying notes to consolidated financial statements.
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2
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THE PITTSTON COMPANY AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
(Unaudited)
<TABLE>
<CAPTION>
Three Months Nine Months
Ended September 30 Ended September 30
1998 1997 1998 1997
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<S> <C> <C> <C> <C>
Net sales $ 126,567 150,998 410,873 467,693
Operating revenues 842,365 723,451 2,347,827 2,014,586
- --------------------------------------------------------------------------------------------------------------------
Net sales and operating revenues 968,932 874,449 2,758,700 2,482,279
Costs and expenses:
Cost of sales 125,148 144,338 402,590 451,586
Operating expenses 694,506 586,975 1,948,957 1,659,228
Selling, general and administrative
expenses (including a $15,723 write-off
of long-lived assets in the 1998 periods) 141,690 85,478 343,678 255,576
- --------------------------------------------------------------------------------------------------------------------
Total costs and expenses 961,344 816,791 2,695,225 2,366,390
Other operating income, net 8,551 2,898 14,667 9,349
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Operating profit 16,139 60,556 78,142 125,238
Interest income 1,377 1,067 3,625 3,077
Interest expense (11,090) (7,282) (28,001) (19,268)
Other income (expense), net 1,021 (810) 603 (5,098)
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Income before income taxes 7,447 53,531 54,369 103,949
Provision for income taxes 7,236 17,194 20,568 31,608
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Net income 211 36,337 33,801 72,341
Preferred stock dividends, net (886) (789) (2,637) (2,592)
- --------------------------------------------------------------------------------------------------------------------
Net (loss) income attributed to
common shares $ (675) 35,548 31,164 69,749
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Pittston Brink's Group:
Net income attributed to common shares $ 20,008 19,372 57,615 52,417
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Net income per common share:
Basic $ .52 .51 1.49 1.37
Diluted .51 .50 1.47 1.35
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Cash dividend per common share $ .025 .025 .075 .075
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Pittston BAX Group:
Net (loss) income attributed to
common shares $ (21,835) 15,993 (23,812) 19,168
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Net (loss) income per common share:
Basic $ (1.13) .82 (1.22) .99
Diluted (1.13) .80 (1.22) .96
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Cash dividends per common share $ .06 .06 .18 .18
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Pittston Minerals Group:
Net income (loss) attributed to
common shares $ 1,152 183 (2,639) (1,836)
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Net income (loss) per common share:
Basic $ .14 .02 (.32) (.23)
Diluted .14 .02 (.32) (.23)
- --------------------------------------------------------------------------------------------------------------------
Cash dividends per common share $ .0250 .1625 .2125 .4875
- --------------------------------------------------------------------------------------------------------------------
</TABLE>
See accompanying notes to consolidated financial statements.
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3
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THE PITTSTON COMPANY AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(IN THOUSANDS)
(Unaudited)
<TABLE>
<CAPTION>
Nine Months
Ended September 30
1998 1997
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<S> <C> <C>
Cash flows from operating activities:
Net income $ 33,801 72,341
Adjustments to reconcile net income to net cash provided by
operating activities:
Depreciation, depletion and amortization 113,090 96,467
Non-cash charges and other write-offs 20,124 --
Provision for aircraft heavy maintenance 27,148 25,009
(Credit) provision for deferred income taxes (6,615) 5,306
Provision for pension, noncurrent 543 725
Provision for uncollectible accounts receivable 17,915 6,837
Equity in loss of unconsolidated affiliates, net of dividends received 1,146 3,727
Other operating, net 6,187 7,454
Change in operating assets and liabilities, net of effects of acquisitions and
dispositions:
Increase in accounts receivable (27,781) (58,484)
Decrease (increase) in inventories 1,859 (15,532)
Increase in prepaid expenses (5,949) (4,984)
(Decrease) increase in accounts payable and accrued liabilities (15,582) 16,389
Increase in other assets (4,620) (6,619)
Increase (decrease) in other liabilities 6,529 (5,630)
Decrease in workers' compensation and other claims, noncurrent (7,457) (6,377)
Other, net (9,497) (650)
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Net cash provided by operating activities 150,841 135,979
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Cash flows from investing activities:
Additions to property, plant and equipment (190,956) (133,911)
Aircraft heavy maintenance expenditures (26,708) (24,790)
Proceeds from disposal of property, plant and equipment 23,094 5,455
Acquisitions, net of cash acquired, and related contingency payments (34,361) (65,271)
Dispositions of other assets and investments 8,482 --
Other, net (4,695) 8,925
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Net cash used by investing activities (225,144) (209,592)
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Cash flows from financing activities:
Additions to debt 161,761 144,137
Reductions of debt (68,906) (31,090)
Repurchase of stock of the Company (16,860) (12,373)
Proceeds from exercise of stock options 7,910 4,060
Dividends paid (10,330) (12,346)
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Net cash provided by financing activities 73,575 92,388
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Net (decrease) increase in cash and cash equivalents (728) 18,775
Cash and cash equivalents at beginning of period 69,878 41,217
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Cash and cash equivalents at end of period $ 69,150 59,992
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</TABLE>
See accompanying notes to consolidated financial statements.
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4
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THE PITTSTON COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
(Unaudited)
(1) The Pittston Company (the "Company") prepares consolidated financial
statements in addition to separate financial statements for the Pittston
Brink's Group (the "Brink's Group"), the Pittston BAX Group (the "BAX
Group") and the Pittston Minerals Group (the "Minerals 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 BAX
Group consists of the BAX Global Inc. ("BAX Global") operations of the
Company. The Minerals Group consists of the Pittston Coal Company ("Coal
Operations") and Pittston Mineral Ventures ("Mineral Ventures")
operations of the Company. The Company's capital structure includes
three issues of common stock: Pittston Brink's Group Common Stock
("Brink's Stock"), Pittston BAX Group Common Stock ("BAX Stock") and
Pittston Minerals Group Common Stock ("Minerals Stock") which were
designed to provide shareholders with separate securities reflecting the
performance of the Brink's Group, BAX Group and Minerals Group,
respectively, without diminishing the benefits of remaining a single
corporation or precluding future transactions affecting any Group or the
Company as a whole. Holders of Brink's Stock, BAX Stock and Minerals
Stock are shareholders of the Company, which is responsible for all
liabilities. Financial developments affecting the Brink's Group, the BAX
Group or the Minerals Group that affect the Company's financial
condition could affect the results of operations and financial condition
of each of the Groups.
Effective May 4, 1998, the designation of Pittston Burlington Group
Common Stock and the name of the Pittston Burlington Group were changed
to Pittston BAX Group Common Stock and Pittston BAX Group, respectively.
All rights and privileges of the holders of such Stock are otherwise
unaffected by such changes. The stock continues to trade on the New York
Stock Exchange under the symbol "PZX".
(2) The following are reconciliations between the calculation of basic and
diluted net income (loss) per share by Group:
<TABLE>
<CAPTION>
Three Months Nine Months
Ended September 30 Ended September 30
Brink's Group 1998 1997 1998 1997
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<S> <C> <C> <C> <C>
Numerator:
Net income - Basic and
diluted net income
per share numerator $ 20,008 19,372 57,615 52,417
Denominator:
Basic weighted average
common shares outstanding 38,797 38,309 38,664 38,243
Effect of dilutive securities:
Employee stock options 383 566 491 487
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Diluted weighted average
common shares outstanding 39,180 38,875 39,155 38,730
- ------------------------------------------------------------------------------------------
</TABLE>
Options to purchase 356 shares of Brink's Stock, at prices between
$37.06 and $39.56 per share, and options to purchase 333 shares of
Brink's Stock, at prices between $38.16 and $39.56 per share, were
outstanding during the three and nine months ended September 30, 1998,
respectively, but were not included in the computation of diluted net
income per share because the options' exercise price was greater than
the average market price of the common shares and, therefore, the effect
would be antidilutive.
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5
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Options to purchase 9 shares of Brink's Stock at $38.16 per share and
options to purchase 410 shares of Brink's Stock, at prices between
$31.56 and $38.16 per share, were outstanding during the three and nine
months ended September 30, 1997, respectively, but were not included in
the computation of diluted net income per share because the options'
exercise price was greater than the average market price of the common
shares and, therefore, the effect would be antidilutive.
<TABLE>
<CAPTION>
Three Months Nine Months
Ended September 30 Ended September 30
BAX Group 1998 1997 1998 1997
- ------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Numerator:
Net (loss) income - Basic
and diluted net (loss) income
per share numerator $ (21,835) 15,993 (23,812) 19,168
Denominator:
Basic weighted average
common shares outstanding 19,339 19,470 19,446 19,449
Effect of dilutive securities:
Employee stock options -- 578 -- 527
- ------------------------------------------------------------------------------------------
Diluted weighted average
common shares outstanding 19,339 20,048 19,446 19,976
- ------------------------------------------------------------------------------------------
</TABLE>
Options to purchase 2,229 and 2,478 shares of BAX Stock, at prices
between $5.78 and $27.91 per share, were outstanding during the three
and nine months ended September 30, 1998, respectively, but were not
included in the computation of diluted net loss per share because the
effect of all options would be antidilutive.
Options to purchase 7 shares of BAX Stock at $27.91 per share and
options to purchase 511 shares of BAX Stock, at prices between $23.88
and $27.91 per share, were outstanding during the three and nine months
ended September 30, 1997, respectively, but were not included in the
computation of diluted net income per share because the options'
exercise price was greater than the average market price of the common
shares and, therefore, the effect would be antidilutive.
<TABLE>
<CAPTION>
Three Months Nine Month
Ended September 30 Ended September 30
Minerals Group 1998 1997 1998 1997
- ------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Numerator:
Net income (loss) $ 2,038 972 (2) 756
Convertible Preferred
Stock dividends, net (886) (789) (2,637) (2,592)
- ------------------------------------------------------------------------------------------
Net income (loss) - Basic
and diluted net income (loss)
attributed to common shares
per share numerator 1,152 183 (2,639) (1,836)
Denominator:
Basic weighted average
common shares outstanding 8,370 8,096 8,302 8,055
- ------------------------------------------------------------------------------------------
Effect of dilutive securities:
Employee stock options 1 14 -- --
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Diluted weighted average
common shares outstanding 8,371 8,110 8,302 8,055
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</TABLE>
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6
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Options to purchase 625 shares of Minerals Stock, at prices between
$5.63 and $25.74 per share, were outstanding during the three months
ended September 30, 1998 but were not included in the computation of
diluted net income per share because the options' exercise price was
greater than the average market price of the common shares and,
therefore, the effect would be antidilutive. Options to purchase 787
shares of Minerals Stock, at prices between $4.19 and $25.74 per share,
were outstanding during the nine months ended September 30, 1998 but
were not included in the computation of diluted net loss per share
because the effect of all options would be antidilutive.
Options to purchase 449 shares of Minerals Stock, at prices between
$11.63 and $25.74 per share, were outstanding during the three months
ended September 30, 1997 but were not included in the computation of
diluted net income per share because the options' exercise price was
greater than the average market price of the common shares and,
therefore, the effect would be antidilutive. Options to purchase 721
shares of Minerals Stock, at prices between $8.64 and $25.74 per share,
were outstanding during the nine months ended September 30, 1997 but
were not included in the computation of diluted net loss per share
because the effect of all options would be antidilutive.
The conversion of the Convertible Preferred Stock to 1,764 shares of
Minerals Stock has been excluded in the computation of diluted net
income (loss) per share for the three and nine months ended September
30, 1998 because the effect of the assumed conversion would be
antidilutive. The conversion of the Convertible Preferred Stock to 1,789
and 1,792 shares of Minerals Stock has been excluded in the calculation
of diluted net income (loss) for the three and nine months ended
September 30, 1997, respectively, because the effect of the assumed
conversions would be antidilutive.
(3) Depreciation, depletion and amortization of property, plant and
equipment totaled $33,564 and $95,724 in the third quarter and nine
month periods of 1998, respectively, compared to $28,978 and $77,476 in
the third quarter and nine month periods of 1997, respectively.
(4) Cash payments made for interest and income taxes, net of refunds
received, were as follows:
<TABLE>
<CAPTION>
Three Months Nine Months
Ended September 30 Ended September 30
1998 1997 1998 1997
- ---------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Interest $ 10,891 7,146 27,206 19,424
- ---------------------------------------------------------------------------------
Income taxes $ 3,218 7,771 22,302 25,335
- ---------------------------------------------------------------------------------
</TABLE>
During the first quarter of 1998, Brink's recorded the following noncash
investing and financing activities in connection with the acquisition of
substantially all of the remaining shares of its affiliate in France:
seller financing of the equivalent of US $27,500 and the assumption of
borrowings of approximately US $19,000 and capital leases of
approximately US $30,000. See further discussion in Note 5 below.
(5) In the first quarter of 1998, the Company purchased 62% (representing
nearly all the remaining shares) of its Brink's affiliate in France
("Brink's S.A.") for payments aggregating US $39,000 over three years.
The acquisition was funded through an initial payment made at closing of
US $8,789 and a note to the seller for a principal amount of
approximately the equivalent of US $27,500 payable in annual
installments plus interest through 2001. The acquisition has been
accounted for as a purchase and accordingly, the purchase price is being
allocated to the underlying assets and liabilities based on their
estimated fair value at date of acquisition. Based on a preliminary
evaluation which is subject to additional review, the estimated fair
value of the additional assets recorded, including goodwill,
approximated US $161,800 and included US $9,200 in cash. Estimated
liabilities assumed of US $125,700 included previously existing debt of
approximately US $49,000, which includes borrowings of US $19,000 and
capital leases of US $30,000. The excess of the purchase price over the
estimated fair value of assets acquired and liabilities assumed is being
amortized over 40 years. Brink's S.A. had annual 1997 revenues
approximating the equivalent of US $220,000.
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7
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(6) During the second quarter of 1998, the Company's Coal Operations
disposed of certain assets of its Elkay mining operation in West
Virginia. The assets were sold for cash of approximately $18,000,
resulting in a pre-tax loss of approximately $2,200.
(7) On April 30, 1998, the Company's BAX Global operation acquired the
privately held Air Transport International LLC ("ATI") for a purchase
price of approximately $29,000. The acquisition was funded through the
revolving credit portion of the Company's bank credit agreement and was
accounted for as a purchase. Based on a preliminary evaluation which is
subject to additional review, the estimated fair value of the assets
acquired and liabilities assumed approximated $33,000 and $4,000,
respectively. The pro forma impact on the Company's total revenues, net
income and net income per share had the ATI acquisition occurred as of
the beginning of 1998 and 1997 would not have been material.
(8) During the third quarter of 1998, the Company incurred expenses of
approximately $36,000, nearly all of which was recorded in selling,
general and administrative expenses in the statement of operations.
These expenses were comprised of several items. During the third quarter
of 1998, the Company recorded write-offs for software costs included in
property, plant and equipment in accordance with SFAS No. 121 of
approximately $16 million. These write-offs consisted of the costs
associated with certain in-process software development projects that
were canceled during the quarter and unamortized costs of existing
software applications which were determined by management to have no
future service potential or value. It is management's belief at this
time that the current ongoing information technology initiatives that
originated from the previously mentioned BPI project are necessary and
will be successfully completed and implemented. Provisions aggregating
$13,000 were recorded on existing receivables during the quarter,
primarily to reflect more difficult operating environments in Asia and
Latin America. Approximately $7,000 was accrued for severance and other
expenses primarily stemming from a realignment of BAX Global's
organizational structure.
The additional IT and bad debt expenses are primarily non-cash items and
are reflected in the statement of cash flows partially through the
non-cash charges and other write-offs line item and the provision for
uncollectible accounts receivable line item. Severance costs recorded in
the third quarter of 1998 are cash items, which are expected to be paid
by early to mid-1999.
(9) As of January 1, 1992, BHS elected to capitalize categories of costs not
previously capitalized for home security installations. 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 and costs incurred in
maintaining facilities and vehicles dedicated to the installation
process. The effect of this change in accounting principle was to
increase operating profit for the Brink's Group and the BHS segment for
the three and nine months ended September 30, 1998 by $1,608 and $4,519,
respectively, and by $1,199 and $3,567, respectively, for the same
periods of 1997. The effect of this change increased diluted net income
per common share of the Brink's Group by $0.03 and $0.07 in the three
and nine month periods ended September 30, 1998, respectively, and by
$0.02 and $0.06, respectively, in the comparable periods of 1997.
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8
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(10) Under the share repurchase programs authorized by the Board of Directors,
the Company purchased shares in the periods presented as follows:
<TABLE>
<CAPTION>
Three Months Nine Months
Ended September 30 Ended September 30
(Dollars in millions) 1998 1997 1998 1997
-------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Brink's Stock:
Shares 35.4 -- 149.5 166.0
Cost $ 1.2 -- 5.6 4.3
BAX Stock:
Shares 245.7 200.2 650.6 332.3
Cost $ 2.9 4.8 10.1 7.4
Convertible Preferred Stock:
Shares -- 1.5 0.4 1.5
Cost $ -- 0.6 0.1 0.6
Excess carrying amount (a) $ -- 0.1 0.02 0.1
-------------------------------------------------------------------------------
</TABLE>
(a) The excess of the carrying amount of the Series C Cumulative
Convertible Preferred Stock (the "Convertible Preferred Stock") over the
cash paid to holders for repurchases made during the periods. This
amount is deducted from preferred dividends in the Company's Statement
of Operations.
At September 30, 1998, the Company had the remaining authority to
purchase over time 1,000 shares of Minerals Stock; 907 shares of Brink's
Stock; 442 shares of BAX Stock and an additional $24,236 of its
Convertible Preferred Stock. The remaining aggregate purchase cost
limitation for all common stock was $9,189 at September 30, 1998.
In October 1998, the Company purchased an additional 361 shares of BAX
Stock for $2,275. In November 1998, the Board authorized a revised
common share repurchase authority program which allows for the purchase,
from time to time, of up to 1,000 shares of Brink's Stock, up to 1,500
shares of BAX Stock and up to 1,000 shares of Minerals Stock, not to
exceed an aggregate purchase price of $25,000; such shares are to be
purchased from time to time in the open market or in private
transactions, as conditions warrant.
(11) The Company adopted Statement of Financial Accounting Standards ("SFAS")
No. 130, "Reporting Comprehensive Income," in the first quarter of 1998.
SFAS No. 130 established standards for the reporting and display of
comprehensive income and its components in financial statements.
Comprehensive income generally represents all changes in shareholders'
equity except those resulting from investments by or distributions to
shareholders. Total comprehensive (loss) income, which is composed of
net (loss) income attributable to common shares and foreign currency
translation adjustments, for the three months ended September 30, 1998
and 1997 was ($3,898) and $28,574, respectively, and for the first nine
months ended September 30, 1998 and 1997 was $23,287 and $56,135,
respectively.
Effective January 1, 1998, the Company implemented AICPA Statement of
Position ("SOP") No. 98-1 "Accounting for the Costs of Computer Software
Developed for Internal Use". SOP No. 98-1 requires that certain costs
related to the development or purchase of internal-use software be
capitalized and amortized over the estimated useful life of the
software.
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9
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<PAGE>
(12) The Company will adopt a new accounting standard, SFAS No. 131,
"Disclosures about Segments of an Enterprise and Related Information,"
in the financial statements for the year ending December 31, 1998. SFAS
No. 131 requires publicly-held companies to report financial and
descriptive information about operating segments in financial statements
issued to shareholders for interim and annual periods. SFAS No. 131 also
requires additional disclosures with respect to products and services,
geographic areas of operation, and major customers. The adoption of this
SFAS is not expected to have a material impact on the financial
statements of the Company.
In June 1998, the Financial Accounting Standards Board issued SFAS No.
133, "Accounting for Derivative Instruments and Hedging Activities."
SFAS No. 133 establishes accounting and reporting standards for
derivative instruments and hedging activities. It requires that an
entity recognize all derivatives as either assets or liabilities in the
statement of financial position and measure those instruments at fair
value. This statement is effective for the Company for the year
beginning January 1, 2000, with early adoption encouraged. The Company
is currently evaluating the timing of adoption, which may be as soon as
the fourth quarter of 1998, and the effect that implementation of the
new standard will have on its results of operations and financial
position.
In April 1998, the AICPA issued SOP No. 98-5, "Reporting on the Costs of
Start-Up Activities." SOP No. 98-5, which provides guidance on the
reporting of start-up costs and organization costs, requires that such
costs be expensed as incurred. This SOP is effective for the Company for
the year beginning January 1, 1999, with early application encouraged.
Initial application of the SOP is required to be reported as a
cumulative effect of a change in accounting principle as of the
beginning of the year of adoption. The Company is currently evaluating
the effect that implementation of the new statement will have on its
results of operations and financial position.
(13) Certain prior period amounts have been reclassified to conform to the
current period's financial statement presentation.
(14) In the opinion of management, all adjustments have been made which are
necessary for a fair presentation of results of operations and financial
condition for the periods reported herein. All such adjustments, except
as disclosed, are of a normal recurring nature.
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10
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<PAGE>
THE PITTSTON COMPANY AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS
AND FINANCIAL CONDITION
The financial statements of The Pittston Company (the "Company") include balance
sheets, results of operations and cash flows of the Brink's, Incorporated
("Brink's"), Brink's Home Security, Inc. ("BHS"), BAX Global Inc. ("BAX
Global"), Pittston Coal Company ("Coal Operations") and Pittston Mineral
Ventures ("Mineral Ventures") operations of the Company as well as the Company's
corporate assets and liabilities and related transactions which are not
separately identified with operations of a specific segment.
The following discussion is a summary of the key factors management considers
necessary in reviewing the Company's results of operations, liquidity and
capital resources.
RESULTS OF OPERATIONS
<TABLE>
<CAPTION>
Three Months Nine Months
Ended September 30 Ended September 30
(In thousands) 1998 1997 1998 1997
- -------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Net sales and operating revenues:
Brink's $ 329,701 234,004 901,375 667,753
BHS 51,796 46,071 150,267 132,481
BAX Global 460,868 443,376 1,296,185 1,214,352
Coal Operations 122,867 145,616 398,963 454,282
Mineral Ventures 3,700 5,382 11,910 13,411
- -------------------------------------------------------------------------------------------------------
Net sales and operating revenues $ 968,932 874,449 2,758,700 2,482,279
- -------------------------------------------------------------------------------------------------------
Operating profit (loss):
Brink's $ 24,595 20,861 70,561 55,805
BHS 13,008 13,402 40,405 39,454
BAX Global (21,285) 28,926 (14,576) 39,117
Coal Operations 5,854 2,640 6,642 7,495
Mineral Ventures (1,084) (347) (1,409) (2,112)
- -------------------------------------------------------------------------------------------------------
Segment operating profit 21,088 65,482 101,623 139,759
General corporate expense (4,949) (4,926) (23,481) (14,521)
- -------------------------------------------------------------------------------------------------------
Total operating profit $ 16,139 60,556 78,142 125,238
- -------------------------------------------------------------------------------------------------------
</TABLE>
In the third quarter of 1998, the Company reported net income of $0.2 million
compared with $36.3 million in the third quarter of 1997. Operating profit
totaled $16.1 million in the 1998 third quarter compared with $60.6 million in
the prior year third quarter. Results for the third quarter were adversely
affected by additional expenses of approximately $36 million at the Company's
BAX Global operations (discussed below). Increased operating results at Brink's
($3.7 million) and Coal Operations ($3.2 million) were offset by a decrease in
operating results at BAX Global ($50.2 million), Mineral Ventures ($0.7
million), and BHS ($0.4 million).
----
11
<PAGE>
<PAGE>
In the first nine months of 1998, the Company reported net income of $33.8
million including the previously discussed additional expenses compared with
$72.3 million in the first nine months of 1997. Operating profit totaled
$78.1 million in the first nine months of 1998 compared with $125.2 million
in the prior year period. Increased operating results in the first nine months
of 1998 at Brink's ($14.8 million), BHS ($1.0 million) and Mineral Ventures
($0.7 million) were offset by lower operating results at BAX Global ($53.7
million), and Coal Operations ($0.9 million) combined with higher general
corporate expenses ($9.0 million).
The following is a discussion of the $36 million of additional expenses
incurred by BAX Global in the three and nine month periods ended September 30,
1998.
During early 1997, BAX Global began an extensive review of the company's
information technology ("IT") strategy. Through this review, senior management
from around the world developed a new global strategy to improve business
processes with an emphasis on new information systems intended to enhance
productivity and improve the company's competitive position, as well as address
and remediate the company's Year 2000 compliance issues. The company ultimately
committed $120 million to be spent from 1997 to early 2000 to improve
information systems and complete Year 2000 initiatives.
However, in conjunction with priorities established by BAX Global's new
president and chief executive officer, who joined the company in June 1998,
senior management re-examined this global IT strategy. It was determined that
the critical IT objectives needed to be accomplished by the end of 1999 were
Year 2000 compliance and the consolidation and integration of certain key
operating and financial systems, supplemented by process improvement initiatives
to enhance these efforts. As a result of this re-examination, senior management
determined that certain non-critical, in-process IT software development
projects that were begun in late 1997 under the BAX Process Innovation ("BPI")
project would be terminated. Therefore, costs relating to these projects, which
had previously been capitalized, were written off during the third quarter of
1998. Also as a result of this re-examination, certain existing software
applications were found to have no future service potential or value. The
combined carrying amount of these assets, which were written off, approximated
$16 million as of September 30, 1998. It is management's belief at this time
that the current ongoing information technology initiatives that originated from
the previously mentioned BPI project are necessary and will be successfully
completed and implemented. Such costs are included in selling, general and
administrative expenses in the Company's Statement of Operations for the
periods ended September 30, 1998.
The Company's BAX Global operations recorded provisions aggregating
approximately $13 million related to accounts receivable in the third quarter
of 1998. These provisions were needed primarily as the result of the
deterioration of the economic and operating environments in certain
international markets, primarily Asia/Pacific and Latin America. As a result
of a comprehensive review of accounts receivables, undertaken in response to
that deterioration, such accounts receivable were not considered cost-effective
to pursue further and/or improbable of collection.
During the third quarter of 1998, the Company's BAX Global operations recorded
severance and other expenses of approximately $7 million. The majority of these
expenses related to an organizational realignment proposed by newly elected
senior management which included a resource streamlining initiative that
required the elimination, consolidation or restructuring of approximately
180 employee positions. The positions reside primarily in the USA and in BAX
Global's Atlantic region and include administrative and management-level
positions. The estimated costs of severance benefits for terminated employees
are expected to be paid through early to mid- 1999. At this time management
has no plans to institute further organizational changes which would require
significant costs related to involuntary terminations. The related charge has
been included in selling, general and administrative expenses in the Company's
Statement of Operations for the three and nine months ended September 30, 1998.
----
12
<PAGE>
<PAGE>
BRINK'S
The following is a table of selected financial data for Brink's on a comparative
basis:
<TABLE>
<CAPTION>
Three Months Nine Months
Ended September 30 Ended September 30
(In thousands) 1998 1997 1998 1997
- --------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Operating revenues:
North America (United States & Canada) $ 136,284 123,364 401,338 351,752
Europe 110,351 34,976 251,073 101,331
Latin America 76,983 68,663 229,823 194,522
Asia/Pacific 6,083 7,001 19,141 20,148
- -------------------------------------------------------------------------------------------------------
Total operating revenues 329,701 234,004 901,375 667,753
Operating expenses 262,484 184,974 719,769 527,471
Selling, general and administrative expenses 41,972 28,814 111,385 84,618
- -------------------------------------------------------------------------------------------------------
Total costs and expenses 304,456 213,788 831,154 612,089
Other operating (expense) income, net (650) 645 340 141
- -------------------------------------------------------------------------------------------------------
Operating profit (loss):
North America (United States & Canada) 13,167 10,784 35,099 28,195
Europe 10,039 3,392 17,252 5,059
Latin America 2,091 6,064 18,122 20,946
Asia/Pacific (702) 621 88 1,605
- -------------------------------------------------------------------------------------------------------
Total operating profit $ 24,595 20,861 70,561 55,805
- -------------------------------------------------------------------------------------------------------
Depreciation and amortization $ 11,718 10,410 32,392 24,768
- -------------------------------------------------------------------------------------------------------
Cash capital expenditures $ 25,969 15,520 53,679 35,625
- -------------------------------------------------------------------------------------------------------
</TABLE>
Brink's consolidated revenues totaled $329.7 million in the third quarter of
1998 compared with $234.0 million in the third quarter of 1997. The revenue
increase of $95.7 million (41%) was offset, in part, by increases in total costs
and expenses of $90.7 million (42%). Brink's operating profit of $24.6 million
in the third quarter of 1998 represented a $3.7 million (18%) increase over the
$20.9 million operating profit reported in the prior year quarter. The increases
in revenue were attributable to operations in Europe, North America and Latin
America. Operating profit increases in Europe and North America were partially
offset by decreases in operating results in Latin America and Asia/Pacific.
Revenues from North American operations (United States and Canada) increased
$12.9 million (10%) to $136.3 million in the 1998 third quarter from $123.4
million in the prior year quarter. North American operating profit increased
$2.4 million (22%) to $13.2 million in the current year quarter. The revenue and
operating profit increases for 1998 primarily resulted from improved results
across most product lines, particularly armored car operations, which include
ATM services.
Revenues and operating profit from European operations amounted to $110.4
million and $10.0 million, respectively, in the third quarter of 1998. These
amounts represented increases of $75.4 million and $6.6 million from the
comparable quarter of 1997. The increase in revenues was primarily due to the
acquisition, in the first quarter of 1998, of nearly all the remaining shares of
Brink's affiliate in France (discussed in more detail below), as well as the
acquisition of the remaining 50% interest of Brink's affiliate in Germany in the
second quarter of 1998. The operating profit increase was due to the improved
results from operations in France as well as the increased ownership position.
----
13
<PAGE>
<PAGE>
In Latin America, revenues increased 12% to $77.0 million, due primarily to
growth in Venezuela and Argentina. However, operating profits decreased from
$6.1 million in the third quarter of 1997 to $2.1 million in the third quarter
of 1998, largely the result of equity losses in the 20% owned Mexican affiliate
and increased labor related costs in certain countries, a portion of which are
non-recurring.
Revenues from Asia/Pacific operations decreased $0.9 million in the third
quarter of 1998 to $6.1 million. Operating loss from Asia/Pacific subsidiaries
and affiliates in the third quarter of 1998 was $0.7 million, compared to
operating profit of $0.6 million in the prior year quarter. The operating loss
was primarily due to additional expenses associated with an expansion of
operations in Australia.
Brink's consolidated revenues totaled $901.4 million in the first nine months of
1998 compared with $667.8 million in the first nine months of 1997. The revenue
increase of $233.6 million (35%) in 1998 was offset, in part, by an increase in
total costs and expenses of $219.1 million (36%). Brink's operating profit of
$70.6 million in the first nine months of 1998 represented a 26% increase over
the $55.8 million operating profit reported in the prior year period.
Revenues from North American operations increased $49.6 million (14%) to $401.3
million in the first nine months of 1998 from $351.8 million in the same period
of 1997. North American operating profit increased $6.9 million (24%) to $35.1
million in the current year period from $28.2 million in the same period of
1997. The revenues and operating profit improvement for the nine months of 1998
primarily resulted from improved armored car operations, which include ATM
services.
Revenues and operating profit from European operations amounted to $251.1
million and $17.3 million, respectively, in the first nine months of 1998. These
amounts represented increases of $149.7 million and $12.2 million from the
comparable period of 1997. The increase in revenue was primarily due to the
acquisition of nearly all the remaining shares of the Brink's affiliate in
France in the first quarter of 1998. The increase in operating profits reflects
improved results from operations in France, as well as the increased ownership.
However, this improvement was partially offset by lower results in Belgium
caused by industry-wide labor unrest in the armored car industry in that country
which was resolved in the first quarter of 1998.
In Latin America, revenues increased 18% from $194.5 million to $229.8 million
while operating profits decreased 13% from $20.9 in the first nine months of
1997 to $18.1 million in the first nine months of 1998. The improved operating
profits were primarily attributable to the operations in Venezuela. However, the
favorable impact from Venezuela was more than offset by costs associated with
start-up operations in Argentina and equity losses from Brink's 20% owned
affiliate in Mexico.
Revenues and operating profit from Asia/Pacific operations in the first nine
months of 1998 were $19.1 million and $0.1 million, respectively, compared to
$20.1 million and $1.6 million, respectively, in the first nine months of 1997.
The decrease in operating profit was primarily due to additional expenses
associated with the expansion of operations in Australia.
----
14
<PAGE>
<PAGE>
BHS
The following is a table of selected financial data for BHS on a comparative
basis:
<TABLE>
<CAPTION>
Three Months Nine Months
Ended September 30 Ended September 30
(Dollars in thousands) 1998 1997 1998 1997
- --------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Operating revenues $ 51,796 46,071 150,267 132,481
Operating expenses 27,394 22,908 77,064 66,060
Selling, general and administrative expenses 11,394 9,761 32,798 26,967
- -------------------------------------------------------------------------------------------------------
Total costs and expenses 38,788 32,669 109,862 93,027
Operating profit:
Monitoring and service 18,268 16,193 53,602 46,727
Net marketing, sales and installation (5,260) (2,791) (13,197) (7,273)
- -------------------------------------------------------------------------------------------------------
Total operating profit $ 13,008 13,402 40,405 39,454
- -------------------------------------------------------------------------------------------------------
Depreciation and amortization $ 9,577 7,880 27,482 21,662
- -------------------------------------------------------------------------------------------------------
Cash capital expenditures $ 21,893 19,774 59,395 53,853
- -------------------------------------------------------------------------------------------------------
Monthly recurring revenues (a) $ 14,512 12,460
- -------------------------------------------------------------------------------------------------------
Number of subscribers:
Beginning of period 547,658 482,065 511,532 446,505
Installations 28,891 28,000 84,198 80,388
Disconnects (10,330) (9,691) (29,511) (26,519)
- --------------------------------------------------------------------------------------------------------
End of period 566,219 500,374 566,219 500,374
- --------------------------------------------------------------------------------------------------------
</TABLE>
(a) Monthly recurring revenues are calculated based on the number of subscribers
at period end multiplied by the average fee per subscriber received in the last
month of the period for monitoring, maintenance and related services. Annualized
recurring revenues as of September 30, 1998 and 1997 were $174,144 and $149,524,
respectively.
Revenues for BHS increased by 12% to $51.8 million in the third quarter of 1998
from $46.1 million in the 1997 quarter. In the first nine months of 1998,
revenues for BHS increased by $17.8 million (13%) to $150.3 million from $132.5
million in the first nine months of 1997. The increase in revenues was due to
higher ongoing monitoring and service revenues, reflecting a 13% increase in the
subscriber base as well as higher average monitoring fees. As a result of such
growth, monthly recurring revenues at September 30, 1998 grew 16% over the
amount in effect at the end of September 30, 1997. Installation revenue for the
third quarter and first nine months of 1998 decreased 4% and 5%, respectively,
over the same 1997 periods. While the number of new security system
installations increased, the revenue per installation decreased in both the
three and nine month periods ended September 30, 1998, as compared to the 1997
periods, in response to continuing competitive pressures.
----
15
<PAGE>
<PAGE>
Operating profit of $13.0 million in the third quarter of 1998 represented a
decrease of $0.4 million (3%) compared to the $13.4 million earned in the 1997
third quarter. In the first nine months of 1998, operating profit increased 2%
to $40.4 million from $39.5 million earned in the first nine months of 1997.
These trends were favorably impacted by increases in operating profit generated
from monitoring and service activities of $2.1 million (13%) and $6.9 million
(15%) for the quarter and nine months ended September 30, 1998, respectively.
The improvement during both of these periods was due to the growth in the
subscriber base combined with the higher average monitoring fees. However,
growth in overall operating profit was negatively impacted by the up front net
cost of marketing, sales and installation related to gaining new subscribers
which increased $2.5 million and $5.9 million during the third quarter and first
nine months of 1998, respectively, as compared to the same periods of 1997. The
increase in this up front net cost in both the quarter and year-to-date periods
is due to higher levels of sales and marketing costs incurred and expensed
combined with lower levels of installation revenue. Both of these factors are a
consequence of the continuing competitive environment in the residential
security market. It is anticipated that these trends will continue in the near
term and that overall operating profit growth will, accordingly, be nominal for
the year ending December 31, 1998 and into 1999. However, management anticipates
that the cash margins generated from monitoring and servicing activities will
continue to be strong during these same periods.
As of January 1, 1992, BHS elected to capitalize categories of costs not
previously capitalized for home security installations. 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 and costs incurred in maintaining facilities and vehicles
dedicated to the installation process. The effect of this change in accounting
principle was to increase operating profit for the Brink's Group and the BHS
segment for the three and nine months ended September 30, 1998 by $1.6 million
and $4.5 million, respectively, and by $1.2 million and $3.6 million,
respectively, for the same periods of 1997. The effect of this change increased
diluted net income per common share of the Brink's Group by $0.03 and $0.07 in
the three and nine month periods ended September 30, 1998, respectively, and by
$0.02 and $0.06 in the comparable periods of 1997, respectively.
----
16
<PAGE>
<PAGE>
BAX GLOBAL
The following is a table of selected financial data for BAX Global on a
comparative basis:
<TABLE>
<CAPTION>
Three Months Nine Months
(In thousands - except per Ended September 30 Ended September 30
pound/shipment amounts) 1998 1997 1998 1997
- --------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Operating revenues:
Intra-U.S.:
Expedited freight services $ 160,440 176,332 459,480 457,672
Other 1,384 1,761 3,623 5,372
- --------------------------------------------------------------------------------------------------------
Total Intra-U.S. 161,824 178,093 463,103 463,044
International:
Expedited freight services (a) 232,984 220,291 658,872 631,740
Other (a) 66,060 44,992 174,210 119,568
- --------------------------------------------------------------------------------------------------------
Total International 299,044 265,283 833,082 751,308
- --------------------------------------------------------------------------------------------------------
Total operating revenues 460,868 443,376 1,296,185 1,214,352
Operating expenses 404,628 379,093 1,152,124 1,065,697
Selling, general and administrative expenses 77,281 35,708 158,734 111,397
- -------------------------------------------------------------------------------------------------------
Total costs and expenses 481,909 414,801 1,310,858 1,177,094
Other operating (expense) income, net (244) 351 97 1,859
- -------------------------------------------------------------------------------------------------------
Operating (loss) profit:
Intra-U.S. (b) (2,095) 16,938 (4,990) 19,803
International (b) (19,190) 11,988 (9,586) 19,314
- -------------------------------------------------------------------------------------------------------
Total operating (loss) profit $ (21,285) 28,926 (14,576) 39,117
- -------------------------------------------------------------------------------------------------------
Depreciation and amortization $ 9,268 7,458 25,662 21,457
- -------------------------------------------------------------------------------------------------------
Cash capital expenditures $ 14,197 11,398 58,607 22,321
- -------------------------------------------------------------------------------------------------------
Expedited freight services
shipment growth rate (c) (26.9%) 41.8% (10.4%) 13.5%
Expedited freight services
weight growth rate (c):
Intra-U.S. (8.3%) 16.5% 2.1% 7.1%
International 7.5% 14.5% 8.1% 8.3%
Worldwide (0.3%) 15.5% 5.2% 7.7%
- -------------------------------------------------------------------------------------------------------
Expedited freight services
weight (millions of pounds) 417.0 418.1 1,201.0 1,141.2
Expedited freight services
shipments (thousands) 1,343 1,836 3,978 4,441
- -------------------------------------------------------------------------------------------------------
Worldwide expedited freight services:
Yield (revenue per pound) (a) $ .943 .949 .931 .955
Revenue per shipment (a) $ 293 216 281 245
Weight per shipment (pounds) 311 228 302 257
- -------------------------------------------------------------------------------------------------------
</TABLE>
(a) Prior period's international expedited freight revenues have been
reclassified to conform to the current period classification.
(b) The three and nine month periods ended September 30, 1998 include additional
expenses of approximately $36 million (approximately $12 million Intra-U.S. and
$24 million International) related to the termination or rescoping of certain
information technology projects (approximately $16 million), increased
provisions on existing accounts receivable (approximately $13 million) and
approximately $7 million primarily related to severance expenses associated with
BAX Global's redesign of its organizational structure. The nine month period
ended September 30, 1997 includes $12.5 million of consulting expenses related
to the redesign of BAX Global's business processes and new information systems
architecture ($4.75 million Intra-U.S. and $7.75 million International).
(c) Compared to the same period in the prior year. 1997 results include a
benefit from additional volume and shipments resulting from the effect of the
United Parcel Service strike.
----
17
<PAGE>
<PAGE>
BAX Global's third quarter 1998 operating loss, including the previously
discussed additional expenses of approximately $36 million, amounted to $21.3
million, a decrease of $50.2 million from the operating profit of $28.9 million
reported in the third quarter of 1997 reflecting decreases in both intra-U.S.
and international operating profits. Worldwide revenues increased 4% to $460.9
million from $443.4 million in the 1997 quarter. The $17.5 million growth in
revenues resulted from a $20.7 million increase in non-expedited freight
services revenues offset by a $3.2 million decrease in overall expedited freight
services revenues reflecting a 0.3% decrease in worldwide expedited freight
services pounds shipped, which was 417.0 million pounds in the third quarter of
1998, coupled with a 0.6% decrease in average yield on this volume. Increases in
non-expedited freight services revenues reflect increases in ocean freight
services, supply chain management revenues and revenues from the recently
acquired Air Transport International LLC ("ATI") discussed in further detail
below.
In the third quarter of 1998, BAX Global's intra-U.S. revenues decreased from
$178.1 million in the 1997 third quarter to $161.8 million. This $16.3 million
(9%) decrease was primarily due to a decrease of $15.9 million (9%) in
intra-U.S. expedited freight services revenues. The lower level of intra-U.S.
expedited freight services revenues in 1998 was due to an 8% decrease in weight
shipped and a decrease in the average yield reflecting higher 1997 volumes and
pricing due to the effects of the United Parcel Service ("UPS") strike during
the third quarter of 1997. Intra-U.S. operating losses were $2.1 million for the
1998 quarter, including approximately $12 million of the previously discussed
additional expenses, compared to an operating profit of $16.9 million in the
third quarter a year ago which included a benefit from the UPS strike. While
expedited freight gross margin as a percentage of revenue remained consistent
between the quarters, other operating expenses and selling, general and
administrative expenses increased due to the previously discussed additional
expenses, higher information technology expenses including expenditures for Year
2000 initiatives and additional station operating costs associated with efforts
to enhance service levels.
International revenues in the third quarter of 1998 increased $33.8 million
(13%) to $299.0 million from the $265.3 million recorded in the third quarter of
1997. International expedited freight services revenues increased 6% to $233.0
million due to an increase in weight shipped of 8%, partially offset by lower
yields (revenue per pound) reflecting a reduction in traffic to higher yielding
Asian markets. Other international revenues, which consist primarily of supply
chain management, ocean freight forwarding and customs brokerage, as well as
revenues from Air Transport International LLC ("ATI"), an airline operation
acquired in the second quarter of 1998, rose 47% to $66.1 million. The revenue
increase was largely due to the acquisition of ATI and growth in both ocean
freight forwarding and supply chain management activities. International
operating losses were $19.2 million, including approximately $24 million of
previously discussed additional expenses, for the 1998 third quarter compared to
a $12.0 million operating profit in the third quarter of 1997. In addition,
third quarter 1998 results were impacted by higher recurring IT expenses
including expenditures for Year 2000 initiatives and higher initial ATI
operating costs.
BAX Global's operating loss for the nine months ended September 30, 1998,
including the previously discussed additional expenses of approximately $36
million, amounted to $14.6 million compared to an operating profit of $39.1
million reported in the 1997 nine month period which included $12.5 million of
special consulting expenses. Worldwide revenues in the 1998 nine month period
increased 7% to $1,296.2 million from $1,214.4 million in the 1997 period. The
$81.8 million growth in revenues reflects a $28.9 million increase in expedited
freight services revenues due to an increase in worldwide expedited freight
services pounds shipped, which reached 1,201.0 million pounds in the nine months
of 1998, offset by a 3% decrease in yield on this volume. In addition,
non-expedited freight services revenues increased $52.9 million during the first
nine months of 1998 as compared to 1997 as a result of increases in ocean
freight services, supply chain management revenues and revenues from the
recently acquired ATI discussed in further detail below.
----
18
<PAGE>
<PAGE>
For the first nine months of 1998, BAX Global's intra-US revenues increased
slightly to $463.1 million compared to the same 1997 period due to an increase
in intra-US expedited freight services revenues of $1.8 million mostly offset by
a $1.7 million decrease in other intra-US revenues. The higher level of
expedited freight services revenues was due to a 2% increase in weight shipped
partially offset by lower average yields reflecting higher average pricing in
1997, due in part, to the UPS strike in the 1997 third quarter. For the first
nine months of 1998 the intra-US operating loss was $5.0 million, including
approximately $12 million of the previously discussed additional expenses
compared to an operating profit of $19.8 million in the prior year which
included the aforementioned special consulting expenses of $4.8 million. The
decrease in operating profit after consideration of the previously discussed
additional expenses is due to higher levels of transportation and operating
costs incurred in anticipation of higher volumes combined with higher
information technology ("IT") costs. While expedited freight gross margin as a
percentage of revenues for the 1998 nine month period is below that of the
comparable 1997 period, second and third quarter gross margins have shown
substantial improvements over first quarter margins which were unfavorably
impacted by service disruptions. Such service disruptions were mainly caused by
equipment problems which were resolved during the first quarter.
For the first nine months of 1998, international revenues were $833.1 million,
an 11% increase over $751.3 million a year earlier. International expedited
freight services revenue increased $27.1 million (4%) due to an 8% increase in
weight shipped offset by a 4% decrease in the average yield. The decrease in
yield reflects a change in mix with less export traffic to higher yielding Asian
markets, combined with the absence of third party carrier surcharges which
existed in the 1997 period. International non-expedited freight services
revenues increased $54.6 million (46%) in the first nine months of 1998 as
compared to the same period in 1997. The increase primarily relates to growth in
ocean freight and supply chain management services and revenues from the
recently acquired ATI. For the first nine months of 1998, international
operating losses totaled $9.6 million, including approximately $24 million of
previously discussed additional expenses, compared to operating profits of $19.3
million in the first nine months of 1997 which included $7.75 million of the
aforementioned special consulting expenses. In addition, the 1998 results were
impacted by higher initial ATI operating costs and higher recurring IT expenses
including expenditures for Year 2000 initiatives.
COAL OPERATIONS
The following are tables of selected financial data for Coal Operations on a
comparative basis:
<TABLE>
<CAPTION>
Three Months Nine Months
Ended September 30 Ended September 30
(In thousands) 1998 1997 1998 1997
- --------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Net sales $ 122,867 145,616 398,963 454,282
- --------------------------------------------------------------------------------------------------------
Cost of sales 122,374 140,287 394,076 440,170
Selling, general and
administrative expenses 4,555 5,009 13,232 14,720
- --------------------------------------------------------------------------------------------------------
Total costs and expenses 126,929 145,296 407,308 454,890
Other operating income, net 9,916 2,320 14,987 8,103
- --------------------------------------------------------------------------------------------------------
Operating profit $ 5,854 2,640 6,642 7,495
- -------------------------------------------------------------------------------------------------------
Coal sales (tons):
Metallurgical 1,868 1,863 5,794 5,577
Steam 2,197 3,046 7,432 9,569
- --------------------------------------------------------------------------------------------------------
Total coal sales 4,065 4,909 13,226 15,146
- --------------------------------------------------------------------------------------------------------
Production/purchased (tons):
Deep 1,340 1,320 4,097 3,746
Surface 1,551 2,594 5,361 7,991
Contract 182 352 624 1,090
- --------------------------------------------------------------------------------------------------------
3,073 4,266 10,082 12,827
Purchased 834 769 2,845 3,072
- --------------------------------------------------------------------------------------------------------
Total 3,907 5,035 12,927 15,899
- -------------------------------------------------------------------------------------------------------
</TABLE>
----
19
<PAGE>
<PAGE>
<TABLE>
<CAPTION>
Three Months Nine Months
(In thousands, Ended September 30 Ended September 30
except per ton amounts) 1998 1997 1998 1997
- --------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Net coal sales (a) $ 121,138 143,958 393,167 447,959
Current production costs
of coal sold (a) 113,310 131,591 365,204 413,717
- --------------------------------------------------------------------------------------------------------
Coal margin 7,828 12,367 27,963 34,242
Non-coal margin 479 436 1,718 1,681
Other operating income, net 9,916 2,320 14,987 8,103
- --------------------------------------------------------------------------------------------------------
Margin and other income 18,223 15,123 44,668 44,026
- --------------------------------------------------------------------------------------------------------
Other costs and expenses:
Idle equipment and closed mines 1,008 623 4,293 1,180
Inactive employee cost 6,806 6,851 20,501 20,631
Selling, general and
administrative expenses 4,555 5,009 13,232 14,720
- --------------------------------------------------------------------------------------------------------
Total other costs and expenses 12,369 12,483 38,026 36,531
- --------------------------------------------------------------------------------------------------------
Operating profit $ 5,854 2,640 6,642 7,495
- --------------------------------------------------------------------------------------------------------
Coal margin per ton:
Realization $ 29.80 29.33 29.72 29.58
Current production costs 27.87 26.81 27.61 27.32
- --------------------------------------------------------------------------------------------------------
Coal margin $ 1.93 2.52 2.11 2.26
- --------------------------------------------------------------------------------------------------------
</TABLE>
(a) Excludes non-coal components.
Coal Operations generated an operating profit of $5.9 million in the third
quarter of 1998 which included a $5.4 million gain on the sale of two idle coal
properties in West Virginia and a loading dock in Kentucky and a $2.6 million
gain on a litigation settlement. The third quarter operating profit compared to
an operating profit of $2.6 million recorded in the 1997 third quarter. Sales
volume of 4.1 million tons in the third quarter of 1998 was 17% less than the
4.9 million tons sold in the prior year quarter. Compared to the third quarter
of 1997, steam coal sales in 1998 decreased by 0.8 million tons (28%), to 2.2
million tons, while metallurgical coal sales remained unchanged at 1.9 million
tons. The lower steam coal sales in the 1998 third quarter were primarily due to
the sale of certain Elkay Assets (discussed below) as well as an unplanned
outage at a major steam coal utility customer. Steam coal sales represented 54%
of total volume in 1998 and 62% in 1997.
Total coal margin of $7.8 million for the third quarter of 1998 represented a
decrease of $4.5 million from the comparable 1997 period. The decrease in total
coal margin reflects lower sales volume combined with a 23% decrease ($0.59 per
ton) in coal margin per ton. The overall change in coal margin per ton during
the 1998 quarter was predominantly impacted by the decrease in metallurgical
coal margins. Metallurgical margins were negatively impacted in the three months
ended September 30, 1998 by lower realizations per ton resulting from lower
negotiated pricing with metallurgical customers for the new contract year which
began April 1, 1998 as well as higher production costs per ton. Steam coal
margin remained essentially unchanged in the 1998 third quarter as higher
realizations per ton were offset by higher production costs per ton.
In addition to these factors, total coal margin per ton was impacted by a change
in both the production and sales mix due to the sale of certain steam coal
producing assets at the Coal Operation's Elkay mine ("Elkay Assets") discussed
below. Despite the decreases in metallurgical coal realization per ton, overall
realization increased $0.47 per ton as a greater proportion of coal sales came
from metallurgical coal which generally has a higher realization per ton than
steam coal. In addition, the current production cost of coal sold increased
$1.06 per ton to $27.87 in the third quarter of 1998 from the third quarter of
1997 primarily due to a higher proportion of deep mine production which is
generally more costly. Metallurgical sales in 1999 are expected to be lower as a
result of the disadvantage caused by the relative strength of the U.S. dollar
versus currencies of other metallurgical coal producing countries.
----
20
<PAGE>
<PAGE>
Production in the 1998 third quarter decreased 1.2 million tons over the 1997
third quarter to 3.1 million tons due to the sale of certain Elkay Assets
(discussed below). Purchased coal remained constant at 0.8 million tons.
Surface production accounted for 51% and 62% of the total production in the
1998 and 1997 third quarters, respectively. Productivity of 33.3 tons per
man day in the 1998 third quarter decreased from the 38.7 tons per man day
in the 1997 third quarter primarily due to the increased percentage of deep
mine production.
Non-coal margin, which reflects earnings from the oil, gas and timber
businesses, amounted to $0.5 million and $0.4 million in the third quarters of
1998 and 1997, respectively. Other operating income, which primarily includes
gains and losses on sales of property and equipment and third party royalties,
amounted to $9.9 million in the third quarter of 1998 as compared to $2.3
million in the comparable period of 1997. This increase was due to a $5.4
million gain on the sale of two idle coal properties in West Virginia and a
loading dock in Kentucky, and a $2.6 million gain on a litigation settlement.
Idle equipment and closed mine costs increased $0.4 million in the 1998 third
quarter from the comparable 1997 quarter due to additional costs at mines that
were idled in the quarter. Inactive employee costs, which represent long-term
employee liabilities for pension and retiree medical costs, were essentially
unchanged at $6.8 million for the third quarter of 1998. Coal Operations
anticipates that costs related to certain of these long-term benefit obligations
will increase in 1999 due to reductions in the amortization of actuarial gains,
a decrease in discount rates and higher premiums for the Coal Industry Retiree
Health Benefit Act of 1992 ("Coal Act"). As a result of recent legal
developments involving the Coal Act, and based on recent communications from
representatives of the Coal Act's Combined Fund, the Company anticipates an
increase in its assessments under the Coal Act for the twelve month period
beginning October 1, 1998, approximating $1.7 million. This increase consists of
charges for certain benefits which are provided for by the Coal Act, but which
previously have been covered by other funding sources. As with all the Company's
Coal Act assessments, this amount is to be paid in 12 equal monthly installments
over the plan year beginning October 1, 1998. The Company is unable to determine
at this time whether these or other additional amounts will apply in future plan
years. Selling, general and administrative expenses decreased $0.5 million (9%)
in the third quarter of 1998 from the 1997 third quarter due to continued Coal
Operations cost control efforts.
In July 1998, Coal Operations completed the sale of two idle coal properties in
West Virginia and a loading dock in Sandlick, Kentucky for a pre-tax gain of
$5.4 million. These asset disposals, along with the sale of certain Elkay Assets
(discussed below), continue the Coal Operations' program of disposing of idle
and under-performing assets in order to improve overall returns, generate cash
and reduce its reclamation activities. Later this year Coal Operations plans to
begin to develop a major underground metallurgical coal mine on company-owned
reserves in Virginia at an estimated total cost of $25 million to $30 million,
most of which will be spent in 2000. At full production, scheduled for sometime
in 2001, this mine is expected to produce average annual production of
approximately 1.3 million tons from a proven and probable reserve of
approximately 15.0 million tons.
During the first nine months of 1998, Coal Operations generated an operating
profit of $6.6 million compared to $7.5 million in the corresponding 1997
period. The 1998 operating profit included a net benefit of approximately $6.0
million related to net gains on the sale of assets and from a gain on a
litigation settlement. Sales volume of 13.2 million tons in this 1998 period was
1.9 million tons less than the 1997 period. Metallurgical coal sales increased
by 0.2 million tons (4%) to 5.8 million tons and steam coal sales decreased by
2.1 million tons (22%) to 7.4 million tons compared to the prior year primarily
due to the reduced production at the Elkay mine and the subsequent sale of
certain Elkay Assets (discussed below). Steam coal sales represented 56% of the
total 1998 sales volume as compared to 63% in 1997.
For the first nine months of 1998, coal margin was $28.0 million, a decrease of
$6.3 million over the 1997 period. Coal margin per ton decreased to $2.11 per
ton in the first nine months of 1998 from $2.26 per ton for the same period of
1997. This overall decrease in coal margin per ton during the first nine months
of 1998 was due to a decrease in metallurgical coal margins which was amplified
by a change in the sales and production mix as noted above in the discussion of
the quarterly trends.
----
21
<PAGE>
<PAGE>
The current production cost of coal sold for the first nine months of 1998 was
$27.61 per ton as compared to $27.32 per ton for 1997. While production cost per
ton increased primarily due to a larger proportion of the higher cost deep mine
production, these increases were partially offset by a $1.3 million benefit
related to a favorable ruling issued by the U.S. Supreme Court on the
unconstitutionality of the Harbor Maintenance Tax. Production for the
year-to-date 1998 period totaled 10.1 million tons, a decrease from the 1997
period production of 12.8 million tons, due in large part to the reduced
production at the Elkay mine and subsequent sale of certain Elkay Assets
(discussed below.) Surface production accounted for 54% and 63% of the total
production in the 1998 and 1997 periods, respectively. Productivity of 34.5 tons
per man day during the period decreased from the 37.6 tons per man day in 1997
primarily due to the increased percentage of deep mine production.
The non-coal margin was $1.7 million for the first nine months of both 1998 and
1997. Other operating income increased $6.9 million for the 1998 period due to
higher gains on sales of assets and litigation settlements in 1998.
Idle equipment and closed mine costs increased $3.1 million in the first nine
months of 1998 as compared to 1997, primarily due to inventory writedowns of
$2.0 million associated with the sale of certain Elkay Assets (discussed below),
along with costs relating to mines that went idle in 1998. Inactive employee
costs, which primarily represent long-term employee liabilities for pension and
retiree medical costs, decreased slightly by $0.1 million to $20.5 million in
the 1998 nine months. As discussed more fully in the above third quarter
discussion of results, Coal Operations anticipates that costs related to certain
of these long-term benefit obligations will increase in 1999 due to reductions
in the amortization of actuarial gains, a decrease in discount rates and higher
premiums for the Coal Industry Retiree Health Benefit Act of 1992. Selling,
general and administrative expenses declined by $1.5 million (10%) in the nine
months of 1998 as compared to the 1997 period, as a result of Coal Operations
cost control efforts.
During the second quarter of 1998, Coal Operations disposed of certain assets,
including a surface mine, coal supply contracts and limited coal reserves, of
its Elkay mining operation in West Virginia. The referenced surface mine
produced approximately 1 million tons of steam coal from January 1, 1998 through
the end of April 1998, at which point coal production ceased. Total cash
proceeds from the sale amounted to approximately $18 million, resulting in a
pre-tax loss of approximately $2.2 million. This pre-tax book loss includes
approximately $2.0 million of inventory writedowns related to coal which can no
longer be blended with other coals produced from these disposed assets. This
writedown has been included in Coal Operations cost of sales.
The Coal Operation's principal labor agreement with the UMWA is subject to
termination after December 31, 1998. Informal discussions for a successor
contract have begun and the Company believes a new agreement will be reached
prior to that time.
Coal Operations continues cash funding for charges recorded in prior years for
facility closure costs recorded as restructuring and other charges in the
Statement of Operations. The following table analyzes the changes in liabilities
during the first nine months of 1998 for such costs:
<TABLE>
<CAPTION>
Employee
Mine Termination,
and Medical
Plant and
Closure Severance
(In thousands) Costs Costs Total
- -------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Balance as of December 31, 1997 $ 11,143 19,703 30,846
Payments 827 1,447 2,274
Other reductions (a) 999 -- 999
- -------------------------------------------------------------------------------------------------------
Balance as of September 30, 1998 $ 9,317 18,256 27,573
- -------------------------------------------------------------------------------------------------------
</TABLE>
(a) Other reductions represent liabilities transferred in the sale of certain
coal properties and assets in 1998.
----
22
<PAGE>
<PAGE>
MINERAL VENTURES
The following is a table of selected financial data for Mineral Ventures on a
comparative basis:
<TABLE>
<CAPTION>
Three Months Nine Months
(Dollars in thousands, except Ended September 30 Ended September 30
per ounce data) 1998 1997 1998 1997
- -------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Stawell Gold Mine:
Gold sales $ 3,691 5,396 11,864 13,395
Other revenue (expense) 9 (14) 46 16
- -------------------------------------------------------------------------------------------------------
Net sales 3,700 5,382 11,910 13,411
Cost of sales (a) 2,753 4,021 8,495 11,319
Selling, general and
administrative expenses (a) 298 331 837 1,010
- -------------------------------------------------------------------------------------------------------
Total costs and expenses 3,051 4,352 9,332 12,329
- -------------------------------------------------------------------------------------------------------
Operating profit - Stawell
Gold Mine 649 1,030 2,578 1,082
Other operating expense, net (1,733) (1,377) (3,987) (3,194)
- -------------------------------------------------------------------------------------------------------
Operating loss $(1,084) (347) (1,409) (2,112)
- -------------------------------------------------------------------------------------------------------
Stawell Gold Mine:
Mineral Ventures' 50% direct share:
Ounces sold 11,796 11,176 34,751 31,417
Ounces produced 11,848 11,516 34,747 31,782
Average per ounce sold (US$):
Realization (b) $ 313 483 341 426
Cash cost 205 263 210 318
- -------------------------------------------------------------------------------------------------------
</TABLE>
(a) Excludes $21 and $19, and $1,241 and $3,211, of non-Stawell related cost of
sales and selling, general and administrative expenses for the three and nine
months ended September 30, 1998, respectively. Excludes $30 and $97, and $924
and $2,343, of non-Stawell related cost of sales and selling, general and
administrative expenses for the three and nine months ended September 30, 1997,
respectively. Such costs are included in the cost of sales and selling, general
and administrative expenses in the Minerals Group Statement of Operations.
(b) Realization data for 1997 includes allocation of the proceeds from the
liquidation of a gold forward sale hedge position in July 1997.
Mineral Ventures primarily consists of a 50% direct and a 17% indirect interest,
through Mineral Ventures' 34.1% interest in Mining Project Investors ("MPI") in
Australia, in the Stawell gold mine ("Stawell") in western Victoria, Australia.
During the third quarter 1998, Mineral Ventures generated an operating loss of
$1.1 million, an increase of $0.8 million compared to the loss of $0.3 million
in the third quarter of 1997. Mineral Ventures' 50% direct interest in Stawell's
operations generated net sales of $3.7 million in the third quarter of 1998 were
lower than the $5.4 million of net sales in the 1997 period as the 1997 period
included the benefits of above-market forward gold sales. Lower gold
realizations were also affected by declining market prices partially offset by
an increase in ounces of gold sold from 11.2 thousand ounces to 11.8 thousand
ounces. The third quarter operating profit at Stawell of $0.6 million decreased
$0.4 million over the prior year quarter reflecting a $58 per ounce decrease
(22%) in the cash cost of gold sold, which was more than offset by a $170 per
ounce decrease (35%) in average realization. Production costs were lower in the
1998 quarter due to a weaker Australian dollar. In addition, production costs in
the 1997 quarter were adversely impacted by a $0.75 million write-off related to
a collapse of a ventilation shaft during its construction.
----
23
<PAGE>
<PAGE>
During the first nine months of 1998, Mineral Ventures generated an operating
loss of $1.4 million as compared to an operating loss of $2.1 million in the
1997 period. Mineral Ventures' 50% direct interest in Stawell's operations
generated net sales of $11.9 million in the first nine months of 1998 compared
to $13.4 million in the 1997 period. The $1.5 million decrease was primarily due
to lower gold realizations resulting from declining market prices, offset by
increases in the ounces of gold sold from 31.4 thousand ounces to 34.8 thousand
ounces (11%). The operating profit at Stawell of $2.6 million was $1.5 million
higher than operating profit in 1997 primarily the result of a $108 per ounce
decrease (34%) in the cash cost of gold sold offset, in part, by a $85 per ounce
decrease (20%) in the selling price of gold. Production costs were lower in 1998
primarily due to a weaker Australian dollar. In addition, Stawell's costs in
1997 were negatively impacted by temporary unfavorable ground conditions and the
collapse of a new ventilation shaft during its construction resulting in lower
production and higher costs.
As of September 30, 1998, approximately 21% of Mineral Ventures' share of the
total proven and probable reserves had been sold forward under forward sales
contracts that mature periodically through mid-2000. Based on contracts in place
and current market conditions, full year 1998 average realizations are expected
to be between $330 and $335 per ounce of gold sold. At September 30, 1998,
remaining proven and probable gold reserves at the Stawell mine were estimated
at 382 thousand ounces.
Other operating expense, net, was $1.7 million and $4.0 million in the three and
nine months ended September 30, 1998, respectively, compared to $1.4 million and
$3.2 million in the three and nine months ended September 30, 1997,
respectively. It includes equity earnings from joint ventures, primarily
consisting of Mineral Ventures' 17% indirect interest in Stawell's operations
and gold exploration costs for all operations excluding Stawell.
In addition to its interest in Stawell, Mineral Ventures has a 17% indirect
interest through MPI in the Silver Swan base metals property in Western
Australia. In October 1998 MPI announced its intent to sell its 50% interest in
the Black Swan Nickel Joint Venture (including the Silver Swan mine) to one of
its shareholders, Outokumpu, subject to conditions precedent, for a combination
of cash and Outokumpu's share holding in MPI. This transaction was completed in
November 1998. As a result of this transaction, Mineral Ventures' 34.1% share of
ownership in MPI has increased to approximately 45% on a fully diluted basis.
MPI will continue its gold mining and exploration programs in Australia and
North America.
FOREIGN OPERATIONS
A portion of the Company's financial results is derived from activities in
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. The Company's international activities are not
concentrated in any single currency, which mitigates the risks of foreign
currency rate fluctuation. In addition, these rate fluctuations may adversely
affect transactions which are denominated in currencies other than the
functional currency. The Company routinely enters into such transactions in the
normal course of its business. Although the diversity of its foreign operations
limits the risks associated with such transactions, the Company uses foreign
currency forward contracts to hedge the currency risks associated with such
transactions. Realized and unrealized gains and losses on these contracts are
deferred and recognized as part of the specific transaction hedged. In addition,
translation adjustments relating to operations in countries with highly
inflationary economies are included in net income, along with all transaction
gains or losses for the period. A subsidiary in Venezuela and affiliates in
Mexico operate in such highly inflationary economies. Prior to January 1, 1998,
the economy in Brazil, in which the Company has subsidiaries, was considered
highly inflationary.
The Company is also subject to other risks customarily associated with doing
business in foreign countries, including labor and economic conditions, controls
on repatriation of earnings and capital, nationalization, political instability,
expropriation and other forms of restrictive action by local governments. The
future effects, if any, of such risks on the Company cannot be predicted.
----
24
<PAGE>
<PAGE>
Recent deterioration of economic conditions primarily in Latin America and
Asia/Pacific have impacted the financial results of BAX Global through the
accrual of additional provisions for receivables in those regions in the second
and third quarters of 1998. The potential for further deterioration of the
economies in those regions could again negatively impact the company's results
of operations in the future.
CORPORATE EXPENSES
In the third quarters of 1998 and 1997, corporate expenses totaled $4.9 million.
In the first nine months of 1998, corporate expenses increased $9.0 million from
$14.5 million to $23.5 million. Corporate expenses in the first nine months of
1998 included costs associated with a severance agreement with a former member
of the Company's senior management and $5.8 million of additional expenses
relating to a retirement agreement between the Company and its former Chairman
and CEO.
OTHER OPERATING INCOME, NET
Other operating income, net, includes the Company's share of net earnings or
losses of unconsolidated affiliates, primarily Brink's equity affiliates,
royalty income from Coal Operations, gains and losses from foreign currency
exchange and from sales of coal assets. Other operating income, net for the
three and nine months ended September 30, 1998 was $8.6 million and $14.7
million, respectively, compared to $2.9 million and $9.3 million in the three
and nine months ended September 30, 1997, respectively. The higher level income
in the quarter relates to gains from the sale of two idle coal properties and a
coal loading dock totaling $5.4 million as well as a $2.6 million gain on a
litigation settlement partially offset by higher equity losses at Brink's
affiliates. In addition, other operating income for the first nine months of
1998 was impacted by lower foreign currency exchange gains.
NET INTEREST EXPENSE
Net interest expense increased $3.5 million and $8.2 million in the three and
nine month periods ended September 30, 1998, respectively, as compared to the
same periods in 1997. This increase is predominantly due to higher average
borrowings related to capital expenditures and acquisitions of ATI and Brink's
France, as well as higher average interest rates primarily associated with local
currency borrowings in Venezuela.
OTHER INCOME/EXPENSE, NET
Other income/expense, net for the three and nine months ended September 30, 1998
was income of $1.0 million and $0.6 million, respectively, versus expense of
$0.8 million and $5.1 million in the three and nine months ended September 30,
1997, respectively. The increase in other income/expenses, net in both the three
and nine month periods was due to higher foreign translation gains, lower
minority interest expense for Brink's consolidated affiliates and higher gains
on sales of assets and investments.
INCOME TAXES
In the 1997 periods presented, the provision for income taxes was less than the
statutory federal income tax rate of 35% due to the tax benefits of percentage
depletion on Coal Operations and lower taxes on foreign income, partially offset
by provisions for goodwill amortization and state income taxes. In the 1998
periods presented, the provision for income taxes was more than the statutory
federal income tax rate of 35% since these periods are being impacted by higher
than normal expense at the Company's BAX Global operations. The higher than
normal expenses are causing non-deductible items (principally goodwill
amortization) to be a more significant factor in calculating the effective tax
rate.
FINANCIAL CONDITION
CASH FLOW REQUIREMENTS
Cash provided by operating activities during the first nine months of 1998
totaled $150.8 million compared with $136.0 million in the first nine months of
1997. This increase resulted from decreases in funding for working capital and
higher noncash charges partially offset by lower net income in the first nine
months of 1998. Non-cash charges and other write-offs primarily include costs,
which had previously been capitalized, associated with the termination and
re-scoping of certain in-process information technology initiatives at the
Company's BAX Global operations. Cash generated from operations was not
sufficient to fund investing activities, which primarily include capital
expenditures, aircraft heavy maintenance and acquisitions. As a result of these
items and funds used for share activities, the Company required additional net
borrowings of $92.9 million, resulting in a decrease in cash and cash
equivalents of $0.7 million compared to December 31, 1997.
----
25
<PAGE>
<PAGE>
In the first quarter of 1998, Brink's purchased 62% (representing nearly all the
remaining shares) of its French affiliate ("Brink's S.A.") for payments
aggregating US $39 million over three years. The acquisition was funded through
an initial payment made at closing of US $8.8 million and a note to the seller
for a principal amount of US $27.5 million payable in annual installments plus
interest through 2001. In addition, borrowings of approximately US $19 million
and capital leases of approximately US $30 million were assumed.
On April 30, 1998, the Company acquired the privately held ATI for a purchase
price of approximately $29 million. The acquisition was funded through the
revolving credit portion of the Company's bank credit agreement and was
accounted for as a purchase.
During the second quarter of 1998, the Company's Coal Operations disposed of
certain assets of its Elkay mining operation in West Virginia. The assets were
sold for cash of approximately $18 million, resulting in a pre-tax loss of $2.2
million.
CAPITAL EXPENDITURES
Cash capital expenditures for the first nine months of 1998 totaled $191.0
million, $57.1 million higher than in the comparable period in 1997. Of the 1998
amount of cash capital expenditures, $53.7 million was spent by Brink's, $59.4
million was spent by BHS, $58.6 million was spent by BAX Global, $16.3 million
was spent by Coal Operations and $2.4 million was spent by Mineral Ventures. For
full year 1998, company-wide cash capital expenditures are projected to range
between $235 and $255 million. The foregoing amounts exclude expenditures that
have been or are expected to be financed through capital and operating leases,
and any acquisition expenditures.
FINANCING
The Company intends to fund cash capital expenditures through cash flow from
operating activities or through operating leases if the latter are financially
attractive. Shortfalls, if any, will be financed through the Company's revolving
credit agreements or other borrowing arrangements.
Total outstanding debt amounted to $421.8 million at September 30, 1998, up from
the $243.3 million at year-end 1997. The $178.5 million increase reflects debt
associated with both the Brink's France and BAX Global's ATI acquisitions (as
previously discussed), as well as additional cash required to fund capital
expenditures.
The Company has a $350.0 million credit agreement with a syndicate of banks (the
"Facility"). The Facility includes a $100.0 million term loan and also permits
additional borrowings, repayments and reborrowings of up to an aggregate of
$250.0 million. As of September 30, 1998 and December 31, 1997 borrowings of
$100.0 million were outstanding under the term loan portion of the Facility and
$103.1 million and $25.9 million, respectively, of additional borrowings were
outstanding under the remainder of the Facility.
OFF-BALANCE SHEET INSTRUMENTS
Fuel contracts - The Company, on behalf of the BAX Group, has hedged a portion
of its jet fuel requirements through several commodity option transactions that
are intended to protect against significant changes in jet fuel prices. As of
September 30, 1998, these transactions aggregated 32 million gallons and mature
periodically throughout the remainder of 1998 and mid-1999. 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 September 30,
1998, the fair value adjustment for all outstanding contracts to hedge jet fuel
requirements was $0.6 million.
The Company, on behalf of the Minerals Group, has hedged a portion of its diesel
fuel requirements through several commodity option transactions that are
intended to protect against significant increases in diesel fuel prices. At
September 30, 1998, these transactions aggregated 3.1 million gallons and mature
periodically throughout 1999. 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 of oil and refined products. Thus, the economic gain or loss,
if and upon settlement of the contracts may differ from the fair value of the
contracts at an interim date. At September 30, 1998 the fair value adjustment of
these contracts was not significant.
----
26
<PAGE>
<PAGE>
Interest rate contracts - The Company has three interest rate swap agreements
that effectively convert a portion of the interest on its $100.0 million
variable rate term loan to fixed rates. The first fixes the interest rate at
5.84% on $20.0 million in face amount of debt, the second fixes the interest
rate at 5.86% on $20.0 million in face amount of debt, and the third fixes the
interest rate at 5.80% on $20.0 million in face amount of debt. The first two
agreements mature in May 2001, while the third agreement matures in May 2000. As
of September 30, 1998, the fair value adjustment of all of these agreements was
($1.4) million.
Foreign currency forward contracts - The Company, on behalf of its Mineral
Ventures operation, enters into foreign currency forward contracts, from time to
time, with a maturity of up to two years as a hedge against liabilities
denominated in the Australian dollar. These contracts minimize the exposure to
exchange rate movements related to cash requirements of Australian operations
denominated in Australian dollars. At September 30, 1998, the notional value of
foreign currency forward contracts outstanding was $14.4 million and the fair
value adjustment approximated ($1.9) million.
The Company, on behalf of its BAX Global operations, enters into foreign
currency forward contracts with a maturity of up to two years as a hedge against
liabilities denominated in various currencies. These contracts minimize the
exposure to exchange rate movements related to cash requirements of foreign
operations denominated in various currencies. At September 30, 1998, the total
notional value of foreign currency forward contracts outstanding was $6.5
million. As of such date, the fair value of the foreign currency forward
contracts approximated the notional value.
Gold contracts - In order to protect itself against downward movements in gold
prices, the Company, on behalf of its Mineral Ventures operation, hedges a
portion of its share of gold sales from the Stawell gold mine primarily through
forward sales contracts. At September 30, 1998, 41,000 ounces of gold,
representing approximately 21% of the Mineral Venture's share of Stawell's
proven and probable reserves, were sold forward under forward sales contracts
that mature periodically through mid-2000. Because only a portion of its future
production is currently sold forward, the Minerals Group can take advantage of
increases and is exposed to decreases in the spot price of gold. At September
30, 1998, the fair value of the forward sales contracts was ($0.7) million.
READINESS FOR YEAR 2000: SUMMARY
The Year 2000 issue is the result of computer programs being written using two
digits rather than four to define the applicable year. If not corrected, many
date-sensitive applications could fail or create erroneous results by or in the
year 2000. The Company understands the importance of having systems and
equipment operational through the year 2000 and beyond and is committed to
addressing these challenges while continuing to fulfill its business obligations
to its customers and business partners. Year 2000 project teams have been
established which are intended to make information technology assets, including
embedded microprocessors ("IT assets"), non-IT assets, products, services and
infrastructure Year 2000 ready.
READINESS FOR YEAR 2000: STATE OF READINESS
The following is a description of the Company's state of readiness for each of
its operating units:
BHS
The BHS Year 2000 Project Team has divided its Year 2000 readiness program into
four phases: (I) assessment, (ii) remediation/replacement, (iii) testing and
(iv) integration. As of September 30, 1998, BHS has completed the assessment and
remediation/replacement phases. The testing phase is currently underway with the
integration phase planned to begin in the first quarter of 1999. BHS plans to
have completed all phases of its Year 2000 readiness program on a timely basis
prior to Year 2000. As of September 30, 1998, at least 75% of BHS' IT and non-IT
assets systems have been tested and verified as Year 2000 ready.
Brink's Inc.
The Brink's Inc., Year 2000 Project Team has divided its Year 2000 readiness
program into six phases: (I) inventory, (ii) assessment, (iii) renovation, (iv)
validation/testing, (v) implementation and (vi) integration. Worldwide, Brink's
Inc. is largely in the renovation, validation/testing and implementation phases
of its Year 2000 readiness program.
----
27
<PAGE>
<PAGE>
Brink's North America
With respect to Brink's North America operations, all core IT systems have been
identified, renovation has taken place and the Year 2000 project is currently in
both the testing and implementation phases. The implementation phase of the core
operational systems is expected to be completed by the first quarter of 1999, by
which time the integration/testing phase will have already begun. Non-IT
systems, including armored vehicles, closed circuit televisions, videocassette
recorders and certain currency processing equipment, are in the assessment
phase. The renovation and validation phases for non-IT systems are expected to
begin in the fourth quarter of 1998 and continue through the first quarter of
1999. As of September 30, 1998, most of Brink's North America IT and non-IT
systems have been identified and tested as to their Year 2000 readiness.
Brink's International
All international affiliates have been provided with an implementation plan,
prepared by the North American Year 2000 Project Team. In addition, there is
senior management sponsorship in all international countries. The implementation
plan requires semi-monthly reports as to the status of each category from
operations in each country. International operations are in varying phases of
the Year 2000 readiness program. Countries in Europe, Latin America and
Asia/Pacific are in varying phases of the Year 2000 readiness program. In
Europe, core systems have been identified, some are in the remediation and
validation/testing phase, with others currently in the implementation and
integration phase. In both Latin America and Asia/Pacific, most countries are
currently in active renovation with several completing testing and
implementation on core systems. Brink's plans to have completed all phases of
its Year 2000 readiness program on a timely basis prior to Year 2000.
BAX Global
The BAX Global Year 2000 Project Team has divided its Year 2000 readiness
programs five phases: (I) inventory, (ii) assess and test, (iii) renovate,
(iv) test and verify and (v) implement. At September 30, 1998, on a global
basis, the inventory phase has been completed in the US and is substantially
complete internationally. Assessment of major systems in the Americas and Europe
has been completed, with readiness testing now underway. Assessment is currently
underway in Asia. Renovation activities for major systems are in process as are
replacement activities for non-compliant components and systems that are not
scheduled for renovation. Testing has also begun for systems that have been
renovated. BAX Global plans to have completed all phases of its Year 2000
readiness program on a timely basis prior to Year 2000. As of September 30,
1998, less than 25% of the BAX Global's IT and non-IT assets systems have been
tested and verified as Year 2000 ready.
Coal Operations and Mineral Ventures
The Coal Operations and Mineral Ventures Year 2000 Project Teams have divided
their Year 2000 readiness programs into four phases: (I) assessment, (ii)
remediation/replacement, (iii) testing, and (iv) integration. At September 30,
1998, the majority of the core IT assets are either already Year 2000 ready
or in the testing or integration phases. Those assets that are not yet Year 2000
ready are scheduled to be remediated or replaced by the second quarter of 1999,
with testing and integration to begin concurrently. Coal Operations and Mineral
Ventures plan to have completed all phases of their Year 2000 readiness program
on a timely basis prior to Year 2000. As of September 30, 1998, approximately
75% and 50% of Coal Operations' hardware systems and embedded systems,
respectively, have been tested and verified as Year 2000 ready.
The Company
As part of its Year 2000 projects, the Company has sent comprehensive
questionnaires to significant suppliers, and others with which it does business,
regarding their Year 2000 compliance and are in the process of identifying
significant problem areas with respect to these business partners. The Company
is relying on such third parties' representations regarding their own readiness
for Year 2000. This process will be ongoing and efforts with respect to specific
problems identified will depend in part upon its assessment of the risk that any
such problems may have a material adverse impact on its operations.
Further, the Company relies upon government agencies (particularly the Federal
Aviation Administration), utility companies, telecommunication service companies
and other service providers outside of its control. As with most companies, the
Company is vulnerable to significant suppliers', customers' and other third
parties' inability to remedy their own Year 2000 issues. As the Company cannot
fully control the conduct of its
----
28
<PAGE>
<PAGE>
suppliers or other third parties, there can be no guarantee that Year 2000
problems originating with a supplier or other third party will not occur.
READINESS FOR YEAR 2000: COSTS TO ADDRESS
The Company anticipates that the costs of its Year 2000 identification,
assessment, remediation and testing will approximate $35.0 million, most of
which will be incurred by Brink's Inc. and BAX Global. In addition, the Company
will incur approximately $29 million for costs to purchase and/or develop
and implement certain information technology systems whose implementation have
been accelerated as a result of the Year 2000 readiness issue, again most of
which will be incurred by Brink's Inc. and BAX Global. Of the total anticipated
Year 2000 costs of approximately $64 million, $25.0 million was incurred
through September 30, 1998 with the remainder to be incurred though the end of
1999.
READINESS FOR YEAR 2000: THE RISKS OF THE YEAR 2000 ISSUE
The failure to correct a material Year 2000 problem could result in an
interruption in, or a failure of, certain normal business activities or
operations. Such failures could materially and adversely affect results of
operations, liquidity and financial condition of the Company.
The following is a description of the Company's risks of the Year 2000 issue for
each of its operating units:
BHS
In the fourth quarter of 1998, BHS will begin an analysis of the operational
problems and costs that would be reasonably likely to result from the failure by
BHS and certain third parties to complete efforts necessary to achieve Year 2000
readiness on a timely basis.
Brink's
Brink's, Inc. believes its most reasonably likely worse case scenario is that
it will experience a number of minor system malfunctions and errors in the
early days and weeks of the Year 2000 that were not detected during its
renovation and testing efforts. Brink's, Inc. currently believes that these
problems will not be overwhelming and are not likely to have a material effect
on the company's operations or financial results. As noted above, Brink's Inc.
is vulnerable to significant suppliers', customers' and other third parties
inability to remedy their own Year 2000 issues. As Brink's cannot fully
control the conduct of its suppliers or other third parties, there can be no
guarantee that Year 2000 problems originating with a supplier, customer or other
third party will not occur. However, Brink's program of communication with major
third parties with whom they do business is intended to minimize any potential
risks related to third party failures.
BAX Global
The failure to correct a material Year 2000 problem could result in an
interruption in, or a failure of, certain normal business activities or
operations. Such failures could materially and adversely affect results of
operations, liquidity and financial condition of BAX Global. The extent to which
such a failure may adversely affect operations is being assessed.
Coal Operations and Mineral Ventures
Coal Operations and Mineral Ventures believe that their internal information
technology systems will be renovated successfully prior to year 2000. All
"Mission Critical" systems have been identified that would cause the greatest
disruption to the organizations. The failure to correct a material Year 2000
problem could result in an interruption in, or a failure of, certain normal
business activities or operations. Such failures should have no material or
significant adverse effect on the results of operations, liquidity or financial
condition of either company. Coal Operations and Mineral Ventures believe they
have identified their likely worst case scenarios. The likely worst case
scenarios, assuming no external failures such as power outages or delays in
railroad transportation services, could be delays in invoicing customers and
payment of vendors. These likely worst case scenarios, should they occur, are
not expected to result in a material impact on their financial statements.
The production of coal and gold is not heavily dependent on computer
technology and would continue with limited impact.
----
29
<PAGE>
<PAGE>
READINESS FOR YEAR 2000 : CONTINGENCY PLAN
The following is a descriptionof the Company's contingency plans for each of its
operating units:
BHS
BHS has not yet developed a contingency plan for dealing with the most
reasonably likely worst case scenario, and such scenario has not yet been
clearly identified. During the first quarter of 1999, BHS will begin developing
a contingency plan.
Brink's Inc.
A contingency planning document, which was developed with the assistance of an
external facilitator, is being finalized for Brink's North American operations.
Brink's, Inc. provides a number of different services to our customers and each
type of service line was reviewed during the contingency planning sessions. This
contingency planning document addresses the issue of what Brink's response would
be should a system/device fail, as well as what preparations and actions are
required beforehand to ensure continuity of services if those identified systems
failed. This includes, in some cases, reverting to paper processes to track and
handle packages, additional staff if required and increased supervisory
presence. Brinks may experience some additional personnel expenses related
to any Year 2000 failures, but they are not expected to be material. This
contingency planning document is being made available to Brink's International
operations to use as a guidance in developing appropriate contingency plans at
each of their locations and for the specific services they provide to their
customers.
BAX Global
BAX Global has not yet developed a contingency plan for dealing with the most
reasonably likely worse case scenario, and such scenario has not yet been
clearly identified. BAX Global will begin developing a contingency plan. The
foundation for BAX Global's Year 2000 readiness program is to ensure that all
mission-critical systems are renovated/replaced and tested at least six months
prior to when a Year 2000 failure might occur if the program were not
undertaken.
Coal Operations and Mineral Ventures
Coal Operations and Mineral Ventures have not yet developed contingency plans
for dealing with their most likely worse case scenarios. Coal Operations and
Mineral Ventures are expected to develop contingency plans. The foundation for
their Year 2000 Program is to ensure that all mission-critical systems are
renovated/replaced and tested at least three months prior to when a Year 2000
failure might occur if the programs were not undertaken. In addition, as a
normal course of business, Coal Operations and Mineral Ventures maintain and
deploy contingency plans designed to address various other potential business
interruptions. These plans may be applicable to address the interruption of
support provided by third parties resulting from their failure to be Year 2000
ready.
Readiness for Year 2000; Forward Looking Information
This discussion of the Company's readiness for Year 2000, including statements
regarding anticipated completion dates for various phases of the Company's Year
2000 project, estimated costs for Year 2000 readiness, the determination of
likely worst case scenarios, actions to be taken in the event of such worst case
scenarios and the impact on the Company of any delays or problems in the
implementation of Year 2000 initiatives by the Company and/or any public or
private sector suppliers and service providers and customers involve forward
looking information which is subject to known and unknown risks, uncertainties,
and contingencies which could cause actual results, performance or achievements,
to differ materially from those which are anticipated. Such risks, uncertainties
and contingencies, many of which are beyond the control of the Company, include,
but are not limited to, government regulations and/or legislative initiatives,
variations in costs or expenses relating to the implementation of Year 2000
initiatives, changes in the scope of improvements to Year 2000 initiatives and
delays or problems in the implementation of Year 2000 initiatives by the Company
and/or any public or private sector suppliers and service providers and
customers.
----
30
<PAGE>
<PAGE>
EURO CONVERSION
As part of the European Economic and Monetary Union (EMU), a single currency
(the "Euro") will replace the national currencies of most of the European
countries in which the Company conducts business. The conversion rates between
the Euro and the participating nations' currencies will be fixed irrevocably as
of January 1, 1999, with the participating national currencies being removed
from circulation between January 1 and June 30, 2002 and replaced by Euro notes
and coinage. The Company expects to be able to receive Euro denominated payments
and to invoice in Euro as requested by vendors and suppliers by January 1, 1999
in the affected countries. Full conversion of all affected country operations to
the Euro is expected to be completed by the time national currencies are removed
from circulation. Phased conversion to the Euro is currently underway and the
effects on revenues, costs and various business strategies are being assessed.
CAPITALIZATION
The Company has three classes of common stock: Pittston Brink's Group Common
Stock ("Brink's Stock"), Pittston BAX Group Common Stock ("BAX Stock") and
Pittston Minerals Group Common Stock ("Minerals Stock") which were designed to
provide shareholders with separate securities reflecting the performance of the
Pittston Brink's Group ("Brink's Group"), the Pittston BAX Group ("BAX Group")
and the Pittston Minerals Group ("Minerals Group"), respectively, without
diminishing the benefits of remaining a single corporation or precluding future
transactions affecting any of the Groups. The Brink's Group consists of the
Brink's and BHS operations of the Company. The BAX Group consists of the BAX
Global operations of the Company. The Minerals Group consists of the Coal
Operations and Mineral Ventures operations of the Company. The Company prepares
separate financial statements for the Brink's, BAX and Minerals Groups in
addition to consolidated financial information of the Company.
Effective May 4, 1998, the designation of Pittston Burlington Group Common Stock
and the name of the Pittston Burlington Group were changed to Pittston BAX Group
Common Stock and Pittston BAX Group, respectively. All rights and privileges of
the holders of such Stock are otherwise unaffected by such changes. The stock
continues to trade on the New York Stock Exchange under the symbol "PZX".
Under the share repurchase programs authorized by the Board of Directors (the
"Board"), the Company purchased shares in the periods presented:
<TABLE>
<CAPTION>
Three Months Nine Months
Ended September 30 Ended September 30
(Dollars in millions) 1998 1997 1998 1997
- -------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Brink's Stock:
Shares 35.4 -- 149.5 166.0
Cost $ 1.2 -- 5.6 4.3
BAX Stock:
Shares 245.7 200.2 650.6 332.3
Cost $ 2.9 4.8 10.1 7.4
Convertible Preferred Stock:
Shares -- 1.5 0.4 1.5
Cost $ -- 0.6 0.1 0.6
Excess carrying amount (a) $ -- 0.1 0.02 0.1
- -------------------------------------------------------------------------------------------------------------------
</TABLE>
(a) The excess of the carrying amount of the Series C Cumulative Convertible
Preferred Stock (the "Convertible Preferred Stock") over the cash paid to
holders for repurchases made during the periods. This amount is deducted from
preferred dividends in the Company's Statement of Operations.
The Company's remaining repurchase authority with respect to the Convertible
Preferred Stock as of September 30, 1998 was $24.2 million. As of September 30,
1998, the Company had remaining authority to purchase over time 0.9 million
shares of Brink's Stock; 0.4 million shares of BAX Stock; and 1.0 million shares
of Minerals Stock. The remaining aggregate purchase cost limitation for all
common stock was $9.2 million as of September 30, 1998.
----
31
<PAGE>
<PAGE>
In October 1998, the Company purchased additional 0.4 million common shares of
BAX stock for $2.3 million. In November 1998, the Board authorized a revised
common share repurchase authority program which allows for the purchase, from
time to time, of up to 1.0 million shares of Brink's Stock, up to 1.50 million
shares of BAX Stock and up to 1.0 million shares of Minerals Stock, not to
exceed an aggregate purchase price of $25.0 million; such shares are to
purchased from time to time in the open market or in private transactions, as
conditions warrant.
DIVIDENDS
The Board intends to declare and pay dividends, if any, on Brink's Stock, BAX
Stock and Minerals Stock based on the earnings, financial condition, cash flow
and business requirements of the Brink's Group, BAX Group and the Minerals
Group, respectively. Since the Company remains subject to Virginia law
limitations on dividends, losses by one Group could affect the Company's ability
to pay dividends in respect of stock relating to the other Group. Dividends on
Minerals Stock are also limited by the Available Minerals Dividend Amount as
defined in the Company's Articles of Incorporation. The Available Minerals
Dividend Amount may be reduced by activity that reduces shareholder's equity or
the fair value of net assets of the Minerals Group. Such activity includes net
losses by the Minerals Group, dividends paid on the Minerals Stock and the
Convertible Preferred Stock, repurchases of Minerals Stock and the Convertible
Preferred Stock, and foreign currency translation losses. At September 30, 1998,
the Available Minerals Dividend Amount was at least $10.5 million.
During the first nine months of 1998 and 1997, the Board declared and the
Company paid cash dividends of 7.50 cents per share of Brink's Stock and 18.00
cents per share of BAX Stock, as well as 21.25 cents and 48.75 cents per share,
respectively, of Minerals Stock. Dividends paid on the Convertible Preferred
Stock in each of the first nine months of 1998 and 1997 were $2.7 million. In
May 1998, the Company reduced the dividend rate on Minerals Stock to 10.00 cents
per year per share for shareholders as of the May 15, 1998 record date. Cash
made available, if any, from this lower dividend rate will be used to either
reinvest, as suitable opportunities arise, in the Minerals Group companies or to
pay down debt, with a view towards maximizing long-term shareholder value.
ACCOUNTING CHANGES
The Company adopted Statement of Financial Accounting Standards ("SFAS") No.
130, "Reporting Comprehensive Income", in the first quarter of 1998. SFAS No.
130 establishes standards for the reporting and display of comprehensive income
and its components in financial statements. Comprehensive income generally
represents all changes in shareholders' equity except those resulting from
investments by or distributions to shareholders. Total comprehensive (loss)
income, which is composed of net income (loss) attributable to common shares and
foreign currency translation adjustments, for the quarters ended September 30,
1998 and 1997 was ($3.9) million and $28.5 million, respectively, and for the
nine months ended September 30, 1998 and 1997 was $23.3 million and $56.1
million, respectively.
Effective January 1, 1998, the Company implemented AICPA Statement of Position
("SOP") No. 98-1 "Accounting for the Costs of Computer Software Developed for
Internal Use". SOP No. 98-1 requires that certain costs related to the
development or purchase of internal-use software be capitalized and amortized
over the estimated useful life of the software.
PENDING ACCOUNTING CHANGES
The Company will implement SFAS No. 131, "Disclosures about Segments of an
Enterprise and Related Information", in the financial statements for the year
ending December 31, 1998. SFAS No. 131 requires publicly-held companies to
report financial and descriptive information about operating segments in
financial statements issued to shareholders for interim and annual periods. The
SFAS also requires additional disclosures with respect to products and services,
geographic areas of operation, and major customers. The adoption of this SFAS is
not expected to have a material impact on the financial statements of the
Company.
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32
<PAGE>
<PAGE>
In June 1998, the Financial Accounting Standards Board issued SFAS No. 133,
"Accounting for Derivative Instruments and Hedging Activities." SFAS No. 133
establishes accounting and reporting standards for derivative instruments and
hedging activities. It requires that an entity recognize all derivatives as
either assets or liabilities in the statement of financial position and measure
those instruments at fair value. This statement is effective for the Company for
the year beginning January 1, 2000, with early adoption encouraged. The Company
is currently evaluating the timing of adoption, which may be as soon as the
fourth quarter of 1998, and the effect that implementation of the new standard
will have on its results of operations and financial position.
In April 1998, the AICPA issued SOP No. 98-5, "Reporting on the Costs of
Start-Up Activities." SOP No. 98-5, which provides guidance on the reporting of
start-up costs and organization costs, requires that such costs be expensed as
incurred. This SOP is effective for the Company for the year beginning January
1, 1999, with early application encouraged. Initial application of the SOP is
required to be reported as a cumulative effect of a change in accounting
principle as of the beginning of the year of adoption. The Company is currently
evaluating the effect that implementation of the new statement will have on its
results of operations and financial position.
FORWARD LOOKING INFORMATION
Certain of the matters discussed herein, including statements regarding
the home security business, severance benefits, effective tax rates, the
continuation of information technology initiatives, the economies of Latin
America and Asia/Pacific, the conversion to the Euro, projected capital
spending, labor relations with the UMWA, Coal Act expenses and expectations
with regard to future realizations from metallurgical coal mine development,
coal and gold sales and the readiness for Year 2000, involve forward looking
information which is subject to known and unknown risks, uncertainties, and
contingencies which could cause actual results, performance or achievements,
to differ materially from those which are anticipated. Such risks, uncertainties
and contingencies, many of which are beyond the control of the Company, include,
but are not limited to, overall economic and business conditions, the demand
for the Company's products and services, pricing and other competitive factors
in the industry, geological conditions, delays in discussions for a successor
UMWA contact, new government regulations and/or legislative initiatives,
variations in costs or expenses, variations in the spot prices of coal and gold,
the successful integration of the ATI acquisition, the ability of counterparties
to perform, changes in the scope of improvements to information systems and Year
2000 and/or Euro initiatives, delays or problems in the implementation of Year
2000 and/or Euro initiatives by the Company and/or any public or private sector
suppliers and service providers and customers, and delays or problems in the
design and implementation of improvements to information systems.
----
33
<PAGE>
<PAGE>
PITTSTON BRINK'S GROUP
BALANCE SHEETS
(IN THOUSANDS)
<TABLE>
<CAPTION>
September 30 December 31
1998 1997
- -------------------------------------------------------------------------------------------------------
(Unaudited)
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents $ 33,251 37,694
Short-term investments, at lower of cost or market 2,732 2,227
Accounts receivable (net of estimated uncollectible amounts:
1998 - $15,275; 1997 - $9,660) 240,529 160,912
Receivable - Pittston Minerals Group -- 8,003
Inventories, at lower of cost or market 9,266 3,469
Prepaid expenses 23,116 16,672
Deferred income taxes 23,618 18,147
- -------------------------------------------------------------------------------------------------------
Total current assets 332,512 247,124
Property, plant and equipment, at cost (net of accumulated
depreciation and amortization: 1998 - $309,177;
1997 - $276,457) 468,108 346,672
Intangibles, net of accumulated amortization 60,740 18,510
Investment in and advances to unconsolidated affiliates 17,357 28,169
Deferred pension assets 30,089 31,713
Deferred income taxes 5,008 3,612
Other assets 18,224 16,530
- -------------------------------------------------------------------------------------------------------
Total assets $ 932,038 692,330
- -------------------------------------------------------------------------------------------------------
LIABILITIES AND SHAREHOLDER'S EQUITY
Current liabilities:
Short-term borrowings $ 12,696 9,073
Current maturities of long-term debt 40,681 7,576
Accounts payable 47,905 36,337
Accrued liabilities 192,585 125,362
Payable - Pittston Minerals Group 4,414 --
- -------------------------------------------------------------------------------------------------------
Total current liabilities 298,281 178,348
Long-term debt, less current maturities 91,146 38,682
Postretirement benefits other than pensions 4,273 4,097
Workers' compensation and other claims 11,229 11,277
Deferred income taxes 45,101 45,324
Payable - Pittston Minerals Group 7,230 391
Other liabilities 15,292 8,929
Minority interests 25,626 24,802
Shareholder's equity 433,860 380,480
- -------------------------------------------------------------------------------------------------------
Total liabilities and shareholder's equity $ 932,038 692,330
- -------------------------------------------------------------------------------------------------------
</TABLE>
See accompanying notes to financial statements.
----
34
<PAGE>
<PAGE>
PITTSTON BRINK'S GROUP
STATEMENTS OF OPERATIONS
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
(Unaudited)
<TABLE>
<CAPTION>
Three Months Nine Months
Ended September 30 Ended September 30
1998 1997 1998 1997
- -------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Operating revenues $ 381,497 280,075 1,051,642 800,234
Costs and expenses:
Operating expenses 289,878 207,882 796,833 593,531
Selling, general and administrative
expenses 55,095 40,287 152,355 116,646
- -------------------------------------------------------------------------------------------------------
Total costs and expenses 344,973 248,169 949,188 710,177
Other operating (expense) income, net (650) 645 340 141
- -------------------------------------------------------------------------------------------------------
Operating profit 35,874 32,551 102,794 90,198
Interest income 913 639 2,401 1,845
Interest expense (6,427) (2,971) (15,292) (7,874)
Other income (expense), net 1,416 (422) 1,563 (3,527)
- -------------------------------------------------------------------------------------------------------
Income before income taxes 31,776 29,797 91,466 80,642
Provision for income taxes 11,768 10,425 33,851 28,225
- -------------------------------------------------------------------------------------------------------
Net income $ 20,008 19,372 57,615 52,417
- -------------------------------------------------------------------------------------------------------
Net income per common share:
Basic $ .52 .51 1.49 1.37
Diluted .51 .50 1.47 1.35
- -------------------------------------------------------------------------------------------------------
Cash dividends per common share $ .025 .025 .075 .075
- -------------------------------------------------------------------------------------------------------
Weighted average common shares outstanding:
Basic 38,797 38,309 38,664 38,243
Diluted 39,180 38,875 39,155 38,730
- -------------------------------------------------------------------------------------------------------
</TABLE>
See accompanying notes to financial statements.
----
35
<PAGE>
<PAGE>
PITTSTON BRINK'S GROUP
STATEMENTS OF CASH FLOWS
(IN THOUSANDS)
(Unaudited)
<TABLE>
<CAPTION>
Nine Months
Ended September 30
1998 1997
- -------------------------------------------------------------------------------------------------------
<S> <C> <C>
Cash flows from operating activities:
Net income $ 57,615 52,417
Adjustments to reconcile net income to net cash provided
by operating activities:
Depreciation and amortization 60,050 46,787
(Credit) provision for deferred income taxes (3,164) 1,605
Provision for pensions, noncurrent 2,913 1,401
Provision for uncollectible accounts receivable 6,918 3,690
Equity in earnings of unconsolidated affiliates, net of dividends received 371 2,701
Other operating, net 5,617 6,776
Change in operating assets and liabilities, net of effects of acquisitions and
dispositions:
Increase in accounts receivable (27,488) (18,055)
(Increase) decrease in inventories (3,213) 109
Increase in prepaid expenses (2,392) (557)
Increase (decrease) in accounts payable and accrued liabilities 6,356 (2,075)
Increase in other assets (2,607) (3,007)
(Decrease) increase in other liabilities (316) 1,593
Other, net (8,823) (185)
- -------------------------------------------------------------------------------------------------------
Net cash provided by operating activities 91,837 93,200
- -------------------------------------------------------------------------------------------------------
Cash flows from investing activities:
Additions to property, plant and equipment (113,274) (89,577)
Proceeds from disposal of property, plant and equipment 4,366 1,372
Acquisitions, net of cash acquired, and related contingency payments (5,526) (55,349)
Other, net (2,038) 7,110
- -------------------------------------------------------------------------------------------------------
Net cash used by investing activities (116,472) (136,444)
- -------------------------------------------------------------------------------------------------------
Cash flows from financing activities:
Additions to debt 11,534 54,574
Reductions of debt (7,749) (13,472)
Payments from Minerals Group 19,418 20,300
Proceeds from exercise of stock options 6,103 2,250
Dividends paid (2,768) (2,658)
Repurchase of common stock (6,346) (4,347)
- -------------------------------------------------------------------------------------------------------
Net cash provided by financing activities 20,192 56,647
- -------------------------------------------------------------------------------------------------------
Net (decrease) increase in cash and cash equivalents (4,443) 13,403
Cash and cash equivalents at beginning of period 37,694 20,012
- -------------------------------------------------------------------------------------------------------
Cash and cash equivalents at end of period $ 33,251 33,415
- -------------------------------------------------------------------------------------------------------
</TABLE>
See accompanying notes to financial statements.
----
36
<PAGE>
<PAGE>
PITTSTON BRINK'S GROUP
NOTES TO FINANCIAL STATEMENTS
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
(Unaudited)
(1) The financial statements of the Pittston Brink's Group (the "Brink's
Group") include the balance sheets, results of operations and cash flows
of the Brink's, Incorporated ("Brink's") and Brink's Home Security, Inc.
("BHS") operations of The Pittston Company (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 amounts reflected in these financial statements
are determined based upon methods which management believes to provide a
reasonable and equitable estimate of the costs attributable to the
Brink's Group.
The Company provides holders of Pittston Brink's Group Common Stock
("Brink's Stock") separate financial statements, financial reviews,
descriptions of business and other relevant information for the Brink's
Group, in addition to consolidated financial information of the Company.
Holders of Brink's Stock are shareholders of the Company, which is
responsible for all liabilities. Therefore, financial developments
affecting the Brink's Group, the Pittston BAX Group (the "BAX Group"
formerly the Pittston Burlington Group) or the Pittston Minerals Group
(the "Minerals Group") that affect the Company's financial condition
could affect the results of operations and financial condition of each
of the Groups. Accordingly, the Company's consolidated financial
statements must be read in connection with the Brink's Group's financial
statements.
(2) The following is a reconciliation between the calculation of basic and
diluted net income per share:
<TABLE>
<CAPTION>
Three Months Nine Months
Ended September 30 Ended September 30
Brink's Group 1998 1997 1998 1997
- ----------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Numerator:
Net income - Basic and
diluted net income
per share numerator $ 20,008 19,372 57,615 52,417
Denominator:
Basic weighted average
common shares
outstanding 38,797 38,309 38,664 38,243
Effect of dilutive securities:
Employee stock options 383 566 491 487
- ----------------------------------------------------------------------------------------
Diluted weighted average
common shares outstanding 39,180 38,875 39,155 38,730
- -----------------------------------------------------------------------------------------
</TABLE>
Options to purchase 356 shares of Brink's Stock, at prices between
$37.06 and $39.56 per share, and options to purchase 333 shares of
Brink's Stock, at prices between $38.16 and $39.56 per share, were
outstanding during the three and nine months ended September 30, 1998,
respectively, but were not included in the computation of diluted net
income per share because the options' exercise price was greater than
the average market price of the common shares and, therefore, the effect
would be antidilutive.
----
37
<PAGE>
<PAGE>
Options to purchase 9 shares of Brink's Stock at $38.16 per share and
options to purchase 410 shares of Brink's Stock, at prices between
$31.56 and $38.16 per share, were outstanding for the three and nine
months ended September 30, 1997, respectively, but were not included in
the computation of diluted net income per share because the options'
exercise price was greater than the average market price of the common
shares and, therefore, the effect would be antidilutive.
(3) As of January 1, 1992, BHS elected to capitalize categories of costs not
previously capitalized for home security installations. 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 and costs incurred in
maintaining facilities and vehicles dedicated to the installation
process. The effect of this change in accounting principle was to
increase operating profit for the Brink's Group and the BHS segment for
the three and nine months ended September 30, 1998 by $1,608 and $4,519,
respectively, and by $1,199 and $3,567, respectively, for the same
periods of 1997. The effect of this change increased diluted net income
per common share of the Brink's Group by $0.03 and $0.07 in the three
and nine month periods ended September 30, 1998, respectively, and by
$0.02 and $0.06, respectively, in the comparable periods of 1997.
(4) Depreciation and amortization of property, plant and equipment totaled
$20,799 and $58,590 in the third quarter and nine month periods of 1998,
respectively, compared to $17,145 and $43,453 in the third quarter and
nine month periods of 1997, respectively.
(5) Cash payments made for interest and income taxes, net of refunds
received, were as follows:
<TABLE>
<CAPTION>
Three Months Nine Months
Ended September 30 Ended September 30
1998 1997 1998 1997
- --------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Interest $ 5,575 2,947 14,038 7,878
- --------------------------------------------------------------------------------
Income taxes $ 6,644 10,545 31,679 31,130
- --------------------------------------------------------------------------------
</TABLE>
During the first quarter of 1998, Brink's recorded the following noncash
investing and financing activities in connection with the acquisition of
substantially all of the remaining shares of its affiliate in France:
the seller financing of the equivalent of US $27,500 and the assumption
of borrowings of approximately US $19,000 and capital leases of
approximately US $30,000. See further discussion in Note 6 below.
(6) In the first quarter of 1998, the Brink's Group purchased 62%
(representing nearly all the remaining shares) of its Brink's affiliate
in France ("Brink's S.A.") for payments aggregating US $39,000 over
three years. The acquisition was funded through an initial payment made
at closing of US $8,789 and a note to the seller for a principal amount
of approximately the equivalent of US $27,500 payable in annual
installments plus interest through 2001. The acquisition has been
accounted for as a purchase and accordingly, the purchase price is being
allocated to the underlying assets and liabilities based on their
estimated fair value at date of acquisition. Based on a preliminary
evaluation which is subject to additional review, the estimated fair
value of the additional assets recorded, including goodwill,
approximated US $161,800 and included US $9,200 in cash. Estimated
liabilities assumed of US $125,700 included previously existing debt of
approximately US $49,000, which includes borrowings of US $19,000 and
capital leases of US $30,000. The excess of the purchase price over the
estimated fair value of assets acquired and liabilities assumed is being
amortized over 40 years. Brink's S.A. had annual 1997 revenues
approximating the equivalent of US $220,000.
----
38
<PAGE>
<PAGE>
(7) Under the share repurchase programs authorized by the Board of
Directors, the Company purchased shares in the periods presented as
follows:
<TABLE>
<CAPTION>
Three Months Nine Months
Ended September 30 Ended September 30
(Dollars in millions) 1998 1997 1998 1997
----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Brink's Stock:
Shares 35.4 -- 149.5 166.0
Cost $ 1.2 -- 5.6 4.3
Convertible Preferred Stock:
Shares -- 1.5 0.4 1.5
Cost $ -- 0.6 0.1 0.6
Excess carrying amount (a) $ -- 0.1 0.02 0.1
----------------------------------------------------------------------------------------------------------
</TABLE>
(a) The excess of the carrying amount of the Series C Cumulative
Convertible Preferred Stock (the "Convertible Preferred Stock") over
the cash paid to holders for repurchases made during the periods. This
amount is deducted from preferred dividends in the Company's Statement
of Operations.
At September 30, 1998, the Company had the remaining authority to
purchase over time 907 shares of Brink's Stock and an additional $24,236
of its Convertible Preferred Stock. The remaining aggregate purchase
cost limitation for all common stock was $9,189 at September 30, 1998.
In November 1998, the Board authorized a revised common share repurchase
authority program which allows for the purchase, from time to time, of
up to 1,000 shares of Brink's Stock, with an aggregate purchase cost
limitation for all common stock of $25,000; such shares are to be
purchased from time to time in the open market or in private
transactions, as conditions warrant.
(8) The Brink's Group adopted Statement of Financial Accounting Standards
("SFAS") No. 130, "Reporting Comprehensive Income," in the first quarter
of 1998. SFAS No. 130 established standards for the reporting and
display of comprehensive income and its components in financial
statements. Comprehensive income generally represents all changes in
shareholders' equity except those resulting from investments by or
distributions to shareholders. Total comprehensive income, which is
composed of net income and foreign currency translation adjustments, for
the three months ended September 30, 1998 and 1997 was $15,867 and
$16,701, respectively. Total comprehensive income for the nine months
ended September 30, 1998 and 1997 was $49,668 and $45,757, respectively.
Effective January 1, 1998, the Brink's Group implemented AICPA Statement
of Position ("SOP") No. 98-1 "Accounting for the Costs of Computer
Software Developed for Internal Use". SOP No. 98-1 requires that certain
costs related to the development or purchase of internal-use software be
capitalized and amortized over the estimated useful life of the
software.
(9) The Brink's Group will adopt a new accounting standard, SFAS No. 131,
"Disclosures about Segments of an Enterprise and Related Information,"
in the financial statements for the year ending December 31, 1998. SFAS
No. 131 requires publicly-held companies to report financial and
descriptive information about operating segments in financial statements
issued to shareholders for interim and annual periods. SFAS No. 131 also
requires additional disclosures with respect to products and services,
geographic areas of operation, and major customers. The adoption of this
SFAS is not expected to have a material impact on the financial
statements of the Brink's Group.
----
39
<PAGE>
<PAGE>
In June 1998, the Financial Accounting Standards Board issued SFAS No.
133, "Accounting for Derivative Instruments and Hedging Activities."
SFAS No. 133 establishes accounting and reporting standards for
derivative instruments and hedging activities. It requires that an
entity recognize all derivatives as either assets or liabilities in the
statement of financial position and measure those instruments at fair
value. This statement is effective for the Brink's Group for the year
beginning January 1, 2000, with early adoption encouraged. The Brink's
Group is currently evaluating the timing of adoption, which may be as
soon as the fourth quarter of 1998, and the effect that implementation
of the new standard will have on its results of operations and financial
position.
In April 1998, the AICPA issued SOP No. 98-5, "Reporting on the Costs of
Start-Up Activities." SOP No. 98-5, which provides guidance on the
reporting of start-up costs and organization costs, requires that such
costs be expensed as incurred. This SOP is effective for the Brink's
Group for the year beginning January 1, 1999, with early application
encouraged. Initial application of the SOP is required to be reported as
a cumulative effect of a change in accounting principle as of the
beginning of the year of adoption. The Brink's Group is currently
evaluating the effect that implementation of the new statement will have
on its results of operations and financial position.
(10) Certain prior period amounts have been reclassified to conform to the
current period's financial statement presentation.
(11) In the opinion of management, all adjustments have been made which are
necessary for a fair presentation of results of operations and financial
condition for the periods reported herein. All such adjustments, except
as disclosed, are of a normal recurring nature.
----
40
<PAGE>
<PAGE>
PITTSTON BRINK'S GROUP
MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS
AND FINANCIAL CONDITION
The financial statements of the Pittston Brink's Group (the "Brink's Group")
include the balance sheets, results of operations and cash flows of the Brink's,
Incorporated ("Brink's") and Brink's Home Security, Inc. ("BHS") operations of
The Pittston Company (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 amounts reflected in these financial statements
are determined based upon methods which management believes to provide a
reasonable and equitable estimate of the costs attributable to the Brink's
Group.
The Company provides holders of Pittston Brink's Group Common Stock ("Brink's
Stock") separate financial statements, financial reviews, descriptions of
business and other relevant information for the Brink's Group, in addition to
consolidated financial information of the Company. Holders of Brink's Stock are
shareholders of the Company, which is responsible for all liabilities.
Therefore, financial developments affecting the Brink's Group, the Pittston BAX
Group (the "BAX Group", formerly the Pittston Burlington Group) or the Pittston
Minerals Group (the "Minerals Group") that affect the Company's financial
condition could affect the results of operations and financial condition of each
of the Groups. Accordingly, the Company's consolidated financial statements must
be read in connection with the Brink's Group's financial statements.
The following discussion is a summary of the key factors management considers
necessary in reviewing the Brink's Group's results of operations, liquidity and
capital resources. This discussion must be read in conjunction with the
financial statements and related notes of the Brink's Group and the Company.
RESULTS OF OPERATIONS
<TABLE>
<CAPTION>
Three Months Nine Months
Ended September 30 Ended September 30
(In thousands) 1998 1997 1998 1997
- --------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Operating revenues:
Brink's $ 329,701 234,004 901,375 667,753
BHS 51,796 46,071 150,267 132,481
- --------------------------------------------------------------------------------------------------------
Total operating revenues $ 381,497 280,075 1,051,642 800,234
- --------------------------------------------------------------------------------------------------------
Operating profit:
Brink's $ 24,595 20,861 70,561 55,805
BHS 13,008 13,402 40,405 39,454
- --------------------------------------------------------------------------------------------------------
Segment operating profit 37,603 34,263 110,966 95,259
General corporate expense (1,729) (1,712) (8,172) (5,061)
- --------------------------------------------------------------------------------------------------------
Total operating profit $ 35,874 32,551 102,794 90,198
- --------------------------------------------------------------------------------------------------------
</TABLE>
----
41
<PAGE>
<PAGE>
The Brink's Group net income totaled $20.0 million ($0.51 per share) in the
third quarter of 1998 compared with $19.4 million ($0.50 per share) in the third
quarter of 1997. Operating profit for the 1998 third quarter increased to $35.9
million from $32.6 million in the third quarter of 1997. Revenues for the 1998
third quarter increased $101.4 million compared with the 1997 third quarter, of
which $95.7 million was from Brink's and $5.7 million was from BHS. Total costs
and expenses for the 1998 third quarter increased $96.8 million compared with
the same period last year, of which $90.7 million was from Brink's and $6.1
million was from BHS. Net interest expense during the third quarter of 1998
increased $3.2 million due largely to higher average interest rates attributable
to foreign borrowings (principally in Venezuela) as well as higher average
borrowings related to the acquisition of nearly all the remaining shares of
Brink's affiliate in France (discussed in more detail below).
In the first nine months of 1998, net income totaled $57.6 million ($1.47 per
share) compared with $52.4 million ($1.35 per share) in the first nine months of
1997. Operating profit for the first nine months of 1998 increased to $102.8
million from $90.2 million in the same period of 1997. Revenues for the first
nine months of 1998 increased $251.4 million compared with the first nine months
of 1997, of which $233.6 million was from Brink's and $17.8 million was from
BHS. Total costs and expenses for the first nine months of 1998 increased $239.0
million compared with the same period last year, of which $219.1 million was
from Brink's and $16.8 million was from BHS. Net interest expense increased $6.9
million during the first nine months of 1998 as compared to 1997 due largely to
higher average borrowings related to the acquisitions of Brink's affiliates in
Venezuela and France in early 1997 and 1998, respectively, as well as higher
average interest rates on these borrowings, especially in Venezuela.
BRINK'S
The following is a table of selected financial data for Brink's on a comparative
basis:
<TABLE>
<CAPTION>
Three Months Nine Months
Ended September 30 Ended September 30
(In thousands) 1998 1997 1998 1997
- --------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Operating revenues:
North America (United States & Canada) $ 136,284 123,364 401,338 351,752
Europe 110,351 34,976 251,073 101,331
Latin America 76,983 68,663 229,823 194,522
Asia/Pacific 6,083 7,001 19,141 20,148
- --------------------------------------------------------------------------------------------------------
Total operating revenues 329,701 234,004 901,375 667,753
Operating expenses 262,484 184,974 719,769 527,471
Selling, general and administrative expenses 41,972 28,814 111,385 84,618
- --------------------------------------------------------------------------------------------------------
Total costs and expenses 304,456 213,788 831,154 612,089
Other operating (expense) income, net (650) 645 340 141
- --------------------------------------------------------------------------------------------------------
Operating profit (loss):
North America (United States & Canada) 13,167 10,784 35,099 28,195
Europe 10,039 3,392 17,252 5,059
Latin America 2,091 6,064 18,122 20,946
Asia/Pacific (702) 621 88 1,605
- --------------------------------------------------------------------------------------------------------
Total operating profit $ 24,595 20,861 70,561 55,805
- --------------------------------------------------------------------------------------------------------
Depreciation and amortization $ 11,718 10,410 32,392 24,768
- --------------------------------------------------------------------------------------------------------
Cash capital expenditures $ 25,969 15,520 53,679 35,625
- --------------------------------------------------------------------------------------------------------
</TABLE>
----
42
<PAGE>
<PAGE>
Brink's consolidated revenues totaled $329.7 million in the third quarter of
1998 compared with $234.0 million in the third quarter of 1997. The revenue
increase of $95.7 million (41%) was offset, in part, by increases in total costs
and expenses of $90.7 million (42%). Brink's operating profit of $24.6 million
in the third quarter of 1998 represented a $3.7 million (18%) increase over the
$20.9 million operating profit reported in the prior year quarter. The increases
in revenue were attributable to operations in Europe, North America and Latin
America. Operating profit increases in Europe and North America were partially
offset by decreases in operating results in Latin America and Asia/Pacific.
Revenues from North American operations (United States and Canada) increased
$12.9 million (10%) to $136.3 million in the 1998 third quarter from $123.4
million in the prior year quarter. North American operating profit increased
$2.4 million (22%) to $13.2 million in the current year quarter. The revenue and
operating profit increases for 1998 primarily resulted from improved results
across most product lines, particularly armored car operations, which include
ATM services.
Revenues and operating profit from European operations amounted to $110.4
million and $10.0 million, respectively, in the third quarter of 1998. These
amounts represented increases of $75.4 million and $6.6 million from the
comparable quarter of 1997. The increase in revenues was primarily due to the
acquisition, in the first quarter of 1998, of nearly all the remaining shares of
Brink's affiliate in France (discussed in more detail below), as well as the
acquisition of the remaining 50% interest of Brink's affiliate in Germany in the
second quarter of 1998. The operating profit increase was due to the improved
results from operations in France as well as the increased ownership position.
In Latin America, revenues increased 12% to $77.0 million, due primarily to
growth in Venezuela and Argentina. However, operating profits decreased from
$6.1 million in the third quarter of 1997 to $2.1 million in the third quarter
of 1998, largely the result of equity losses in the 20% owned Mexican affiliate
and increased labor related costs in certain countries, a portion of which are
non-recurring.
Revenues from Asia/Pacific operations decreased $0.9 million in the third
quarter of 1998 to $6.1 million. Operating loss from Asia/Pacific subsidiaries
and affiliates in the third quarter of 1998 was $0.7 million, compared to
operating profit of $0.6 million in the prior year quarter. The operating loss
was primarily due to additional expenses associated with an expansion of
operations in Australia.
Brink's consolidated revenues totaled $901.4 million in the first nine months of
1998 compared with $667.8 million in the first nine months of 1997. The revenue
increase of $233.6 million (35%) in 1998 was offset, in part, by an increase in
total costs and expenses of $219.1 million (36%). Brink's operating profit of
$70.6 million in the first nine months of 1998 represented a 26% increase over
the $55.8 million operating profit reported in the prior year period.
Revenues from North American operations increased $49.6 million (14%) to $401.3
million in the first nine months of 1998 from $351.8 million in the same period
of 1997. North American operating profit increased $6.9 million (24%) to $35.1
million in the current year period from $28.2 million in the same period of
1997. The revenues and operating profit improvement for the nine months of 1998
primarily resulted from improved armored car operations, which include ATM
services.
Revenues and operating profit from European operations amounted to $251.1
million and $17.3 million, respectively, in the first nine months of 1998. These
amounts represented increases of $149.7 million and $12.2 million from the
comparable period of 1997. The increase in revenue was primarily due to the
acquisition of nearly all the remaining shares of the Brink's affiliate in
France in the first quarter of 1998. The increase in operating profits reflects
improved results from operations in France, as well as the increased ownership.
However, this improvement was partially offset by lower results in Belgium
caused by industry-wide labor unrest in the armored car industry in that country
which was resolved in the first quarter of 1998.
----
43
<PAGE>
<PAGE>
In Latin America, revenues increased 18% from $194.5 million to $229.8 million
while operating profits decreased 13% from $20.9 in the first nine months of
1997 to $18.1 million in the first nine months of 1998. The improved operating
profits were primarily attributable to the operations in Venezuela. However, the
favorable impact from Venezuela was more than offset by costs associated with
start-up operations in Argentina and equity losses from Brink's 20% owned
affiliate in Mexico.
Revenues and operating profit from Asia/Pacific operations in the first nine
months of 1998 were $19.1 million and $0.1 million, respectively, compared to
$20.1 million and $1.6 million, respectively, in the first nine months of 1997.
The decrease in operating profit was primarily due to additional expenses
associated with the expansion of operations in Australia.
BHS
The following is a table of selected financial data for BHS on a comparative
basis:
<TABLE>
<CAPTION>
Three Months Nine Months
Ended September 30 Ended September 30
(Dollars in thousands) 1998 1997 1998 1997
- -------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Operating revenues $ 51,796 46,071 150,267 132,481
Operating expenses 27,394 22,908 77,064 66,060
Selling, general and administrative expenses 11,394 9,761 32,798 26,967
- -------------------------------------------------------------------------------------------------------
Total costs and expenses 38,788 32,669 109,862 93,027
Operating profit:
Monitoring and service 18,268 16,193 53,602 46,727
Net marketing, sales and installation (5,260) (2,791) (13,197) (7,273)
- -------------------------------------------------------------------------------------------------------
Total operating profit $ 13,008 13,402 40,405 39,454
- -------------------------------------------------------------------------------------------------------
Depreciation and amortization $ 9,577 7,880 27,482 21,662
- -------------------------------------------------------------------------------------------------------
Cash capital expenditures $ 21,893 19,774 59,395 53,853
- -------------------------------------------------------------------------------------------------------
Monthly recurring revenues (a) $ 14,512 12,460
- -------------------------------------------------------------------------------------------------------
Number of subscribers:
Beginning of period 547,658 482,065 511,532 446,505
Installations 28,891 28,000 84,198 80,388
Disconnects (10,330) (9,691) (29,511) (26,519)
- -------------------------------------------------------------------------------------------------------
End of period 566,219 500,374 566,219 500,374
- -------------------------------------------------------------------------------------------------------
</TABLE>
(a) Monthly recurring revenues are calculated based on the number of subscribers
at period end multiplied by the average fee per subscriber received in the last
month of the period for monitoring, maintenance and related services. Annualized
recurring revenues as of September 30, 1998 and 1997 were $174,144 and $149,524,
respectively.
----
44
<PAGE>
<PAGE>
Revenues for BHS increased by 12% to $51.8 million in the third quarter of 1998
from $46.1 million in the 1997 quarter. In the first nine months of 1998,
revenues for BHS increased by $17.8 million (13%) to $150.3 million from $132.5
million in the first nine months of 1997. The increase in revenues was due to
higher ongoing monitoring and service revenues, reflecting a 13% increase in the
subscriber base as well as higher average monitoring fees. As a result of such
growth, monthly recurring revenues at September 30, 1998 grew 16% over the
amount in effect at the end of September 30, 1997. Installation revenue for the
third quarter and first nine months of 1998 decreased 4% and 5%, respectively,
over the same 1997 periods. While the number of new security system
installations increased, the revenue per installation decreased in both the
three and nine month periods ended September 30, 1998, as compared to the 1997
periods, in response to continuing competitive pressures.
Operating profit of $13.0 million in the third quarter of 1998 represented a
decrease of $0.4 million (3%) compared to the $13.4 million earned in the 1997
third quarter. In the first nine months of 1998, operating profit increased 2%
to $40.4 million from $39.5 million earned in the first nine months of 1997.
These trends were favorably impacted by increases in operating profit generated
from monitoring and service activities of $2.1 million (13%) and $6.9 million
(15%) for the quarter and nine months ended September 30, 1998, respectively.
The improvement during both of these periods was due to the growth in the
subscriber base combined with the higher average monitoring fees. However,
growth in overall operating profit was negatively impacted by the up front net
cost of marketing, sales and installation related to gaining new subscribers
which increased $2.5 million and $5.9 million during the third quarter and first
nine months of 1998, respectively, as compared to the same periods of 1997. The
increase in this up front net cost in both the quarter and year-to-date periods
is due to higher levels of sales and marketing costs incurred and expensed
combined with lower levels of installation revenue. Both of these factors are a
consequence of the continuing competitive environment in the residential
security market. It is anticipated that these trends will continue in the near
term and that overall operating profit growth will, accordingly, be nominal for
the year ending December 31, 1998 and into 1999. However, management anticipates
that the cash margins generated from monitoring and servicing activities will
continue to be strong during these same periods.
As of January 1, 1992, BHS elected to capitalize categories of costs not
previously capitalized for home security installations. 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 and costs incurred in maintaining facilities and vehicles
dedicated to the installation process. The effect of this change in accounting
principle was to increase operating profit for the Brink's Group and the BHS
segment for the three and nine months ended September 30, 1998 by $1.6 million
and $4.5 million, respectively, and by $1.2 million and $3.6 million,
respectively, for the same periods of 1997. The effect of this change increased
diluted net income per common share of the Brink's Group by $0.03 and $0.07 in
the three and nine month periods ended September 30, 1998, respectively, and by
$0.02 and $0.06 in the comparable periods of 1997, respectively.
FOREIGN OPERATIONS
A portion of the Brink's Group's financial results is derived from activities in
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. The Brink's Group's international activities are
not concentrated in any single currency, which mitigates the risks of foreign
currency rate fluctuations. In addition, these rate fluctuations may adversely
affect transactions which are denominated in currencies other than the
functional currency. The Brink's Group routinely enters into such transactions
in the normal course of its business. Although the diversity of its foreign
operations limits the risks associated with such transactions, the Company, on
behalf of the Brink's Group, from time to time, uses foreign currency forward
contracts to hedge the risks associated with such transactions. Realized and
unrealized gains and losses on these contracts are deferred and recognized as
part of the specific transaction hedged. In addition, translation adjustments
relating to operations in countries with highly inflationary economies are
included in net income, along with all transaction gains or losses for the
period. A subsidiary in Venezuela and an affiliate in Mexico operate in such
highly inflationary economies. Prior to January 1, 1998, the economy in Brazil,
in which the Brink's Group has a subsidiary, was considered highly inflationary.
----
45
<PAGE>
<PAGE>
The Brink's Group is also subject to other risks customarily associated with
doing business in foreign countries, including labor and economic conditions,
controls on repatriation of earnings and capital, nationalization, political
instability, expropriation and other forms of restrictive action by local
governments. The future effects, if any, of such risks on the Brink's Group
cannot be predicted.
CORPORATE EXPENSES
A portion of the Company's corporate general and administrative expenses and
other shared services has been allocated to the Brink's Group based on
utilization and other methods and criteria which management believes to provide
a reasonable and equitable estimate of the costs attributable to the Brink's
Group. These attributions were $1.7 million for both the third quarter of 1998
and 1997, and were $8.2 million and $5.1 million for the first nine months of
1998 and 1997, respectively. Corporate expenses in the nine months of 1998
include additional expenses of approximately $5.8 million related to a
retirement agreement between the Company and its former Chairman and CEO.
Approximately $2.0 million of this $5.8 million of expenses have been attributed
to the Brink's Group. Corporate expenses in the 1998 year-to-date period also
include costs associated with a severance agreement with a former member of the
Company's senior management.
OTHER OPERATING INCOME AND EXPENSE, NET
Other operating income and expense, net consists primarily of net equity
earnings of Brink's foreign affiliates. These net equity earnings amounted to an
expense of $0.9 million and income of $0.6 million for the third quarters of
1998 and 1997, respectively, and an expense of $0.1 million in each of the first
nine month periods of 1998 and 1997. The decrease in net equity earnings in the
third quarter of 1998 is primarily due to the level of equity losses of Brink's
20% owned affiliate in Mexico, as compared to equity earnings of this affiliate
in the 1997 quarter. Due to the acquisition of the remaining shares of Brink's
affiliate in France (discussed in more detail below), equity earnings in the
nine month period ended September 30, 1998 include only two months of the
results of this now consolidated subsidiary, which contributed a substantial
portion of equity losses in the comparable 1997 period.
NET INTEREST EXPENSE
Net interest expense increased $3.2 million and $6.9 million during the three
and nine month periods ended September 30, 1998, respectively. These increases
are predominantly due to higher average borrowings related to acquisitions in
France and Germany as well as unusually high interest rates in Venezuela
associated with local currency borrowings in that country.
OTHER INCOME/EXPENSE, NET
Other income/expense, net which generally includes foreign translation gains and
losses and minority interest earnings or losses of Brink's subsidiaries,
increased for the third quarter and nine month periods of 1998 by $1.8 million
and $5.1 million, respectively. The 1998 periods reflect higher foreign
translation gains, lower minority ownership expense and higher gains on sale of
assets.
INCOME TAXES
The effective tax rate in the third quarter and first nine months of 1998 was
37%. This is an increase from the comparable periods in 1997 which had an
effective tax rate of 35%. The 1997 rate was lower due to lower taxes on foreign
income.
FINANCIAL CONDITION
A portion of the Company's corporate assets and liabilities has been attributed
to the Brink's Group based upon utilization of the shared services from which
assets and liabilities are generated. Management believes this attribution to
provide a reasonable and equitable estimate of the costs attributable to the
Brink's Group.
----
46
<PAGE>
<PAGE>
CASH FLOW REQUIREMENTS
Cash provided by operating activities amounted to $91.8 million in the first
nine months of 1998, which is $1.4 million lower than the 1997 level of $93.2
million. Significant sources of cash flow primarily include net income and
noncash charges offset by funds used to finance working capital. Cash generated
from operating activities was not sufficient to fully fund investing activities,
primarily capital expenditures. Despite additional borrowings and payments from
the Minerals Group, cash and cash equivalents decreased $4.4 million in the
first nine months of 1998.
In the first quarter of 1998, Brink's purchased 62% (representing nearly all the
remaining shares) of its French affiliate ("Brink's S.A.") for payments
aggregating US $39 million over three years. The acquisition was funded through
an initial payment made at closing of US $8.8 million and a note to the seller
for a principal amount of US $27.5 million payable in annual installments plus
interest through 2001. In addition, borrowings of approximately US $19 million
and capital leases of approximately US $30 million were assumed.
CAPITAL EXPENDITURES
Cash capital expenditures for the nine months of 1998 totaled $113.3 million, of
which $59.4 million was spent by BHS and $53.7 million was spent by Brink's.
Cash capital expenditures totaled $89.6 million in the first nine months of
1997. Expenditures incurred by BHS in 1998 were primarily for customer
installations, representing the expansion in the subscriber base, while
expenditures incurred by Brink's were primarily for expansion, replacement or
maintenance of ongoing business operations. For full year 1998, cash capital
expenditures are expected to range between $140 million and $150 million.
FINANCING
The Brink's Group intends to fund cash capital expenditures through cash flow
from operating activities or through operating leases if the latter are
financially attractive. Shortfalls, if any, will be financed through the
Company's revolving credit agreements or other borrowing arrangements or
repayments from the Minerals Group.
Total outstanding debt at September 30, 1998 was $144.5 million, $89.2 million
higher than the $55.3 million reported at December 31, 1997. The increase in
debt is primarily attributable to debt associated with the acquisition of
Brink's affiliate in France as previously discussed.
The Company has a $350.0 million credit agreement with a syndicate of banks (the
"Facility"). The Facility includes a $100.0 million term loan and permits
additional borrowings, repayments and reborrowings of up to an aggregate of
$250.0 million. As of September 30, 1998 and December 31, 1997, borrowings of
$100.0 million were outstanding under the term loan portion of the Facility and
$103.1 million and $25.9 million, respectively, of additional borrowings were
outstanding under the remainder of the Facility. No portion of the total amount
outstanding under the Facility at September 30, 1998 or December 31, 1997, was
attributable to the Brink's Group.
RELATED PARTY TRANSACTIONS
At September 30, 1998, under an interest bearing borrowing arrangement, the
Minerals Group owed the Brink's Group $7.6 million, a decrease of $19.4 million
from the $27.0 million owed at December 31, 1997.
At September 30, 1998, the Brink's Group owed the Minerals Group $19.2 million
compared to the $19.4 million owed at December 31, 1997 for tax payments
representing the Minerals Group's tax benefits utilized by the Brink's Group in
accordance with the Company's tax sharing policy. Of the total tax benefits owed
to the Minerals Group at September 30, 1998, $12.0 million is expected to be
paid within one year.
----
47
<PAGE>
<PAGE>
READINESS FOR YEAR 2000 : SUMMARY
The Year 2000 issue is the result of computer programs being written using two
digits rather than four to define the applicable year. If not corrected, many
date-sensitive applications could fail or create erroneous results by or in the
year 2000. The Brink's Group understands the importance of having systems and
equipment operational through the year 2000 and beyond and is committed to
addressing these challenges while continuing to fulfill its business obligations
to its customers and business partners. Both BHS and Brink's Inc. have
established Year 2000 Project Teams intended to make their information
technology assets, including embedded microprocessors ("IT assets"), non-IT
assets, products, services and infrastructure Year 2000 compliant.
READINESS FOR YEAR 2000 : STATE OF READINESS
BHS
The BHS Year 2000 Project Team has divided its Year 2000 readiness program into
four phases: (I) assessment, (ii) remediation/replacement, (iii) testing and
(iv) integration. As of September 30, 1998, BHS has completed the assessment and
remediation/replacement phases. The testing phase is currently underway with the
integration phase planned to begin in the first quarter of 1999. BHS plans to
have completed all phases of its Year 2000 readiness program on a timely basis
prior to Year 2000. As of September 30, 1998, at least 75% of BHS' IT and non-IT
assets systems have been tested and verified as Year 2000 ready.
Brink's Inc.
The Brink's Inc., Year 2000 Project Team has divided its Year 2000 readiness
program into six phases: (I) inventory, (ii) assessment, (iii) renovation, (iv)
validation/testing, (v) implementation and (vi) integration. Worldwide, Brink's
Inc. is largely in the renovation, validation/testing and implementation phases
of its Year 2000 readiness program.
Brink's North America
With respect to Brink's North America operations, all core IT systems have been
identified, renovation has taken place and the Year 2000 project is currently in
both the testing and implementation phases. The implementation phase of the core
operational systems is expected to be completed by the first quarter of 1999, by
which time the integration/testing phase will have already begun. Non-IT
systems, including armored vehicles, closed circuit televisions, videocassette
recorders and certain currency processing equipment, are in the assessment
phase. The renovation and validation phases for non-IT systems are expected to
begin in the fourth quarter of 1998 and continue through the first quarter of
1999. As of September 30, 1998, most of Brink's North America IT and non-IT
systems have been identified and tested as to their Year 2000 readiness.
Brink's International
All international affiliates have been provided with an implementation plan,
prepared by the North American Year 2000 Project Team. In addition, there is
senior management sponsorship in all international countries. The implementation
plan requires semi-monthly reports as to the status of each category from
operations in each country. International operations are in varying phases of
the Year 2000 readiness program. Countries in Europe, Latin America and
Asia/Pacific are in varying phases of the Year 2000 readiness program. In
Europe, core systems have been identified, some are in the remediation and
validation/testing phase, with others currently in the implementation and
integration phase. In both Latin America and Asia/Pacific, most countries are
currently in active renovation with several completing testing and
implementation on core systems. Brink's plans to have completed all phases of
its Year 2000 readiness program on a timely basis prior to Year 2000.
Brink's Group
As part of their Year 2000 projects, both BHS and Brink's North America have
sent comprehensive questionnaires to significant suppliers, and others with
which they do business, regarding their Year 2000 compliance and both are in the
process of identifying significant problem areas with respect to these business
partners. The Brink's Group is relying on such third parties' representations
regarding their own readiness for Year 2000. This process will be ongoing and
efforts with respect to specific problems identified will depend in part upon
its assessment of the risk that any such problems may have a material adverse
impact on its operations.
----
48
<PAGE>
<PAGE>
Further, the Brink's Group relies upon government agencies, utility companies,
telecommunication service companies and other service providers outside of its
control. As with most companies, the companies of the Brink's Group are
vulnerable to significant suppliers', customers' and other third parties'
inability to remedy their own Year 2000 issues. As the Brink's Group cannot
fully control the conduct of its suppliers or other third parties, there can be
no guarantee that Year 2000 problems originating with a supplier or other third
party will not occur.
READINESS FOR YEAR 2000 : COSTS TO ADDRESS
The Brink's Group anticipates that the costs of its Year 2000 identification,
assessment, remediation and testing will approximate $14 million, the majority
of which will be incurred by Brink's, Inc. In addition, the Brink's Group will
incur approximately $6 million for costs to purchase and/or development and
implement certain information technology systems whose implementation have been
accelerated as a result of the Year 2000 readiness issue. Again the majority of
these costs will be incurred by Brink's, Inc. Of the total anticipated Brink's
Group Year 2000 costs of approximately $20 million, $10 million was incurred
through September 30, 1998 with the remainder to be incurred through the end of
1999.
READINESS FOR YEAR 2000 : THE RISKS OF THE YEAR 2000 ISSUE
The failure to correct a material Year 2000 problem could result in an
interruption in, or a failure of, certain normal business activities or
operations. Such failures could materially and adversely affect results of
operations, liquidity and financial condition of the Brink's Group.
In the fourth quarter of 1998, BHS will begin an analysis of the operational
problems and costs that would be reasonably likely to result from the failure by
BHS and certain third parties to complete efforts necessary to achieve Year 2000
readiness on a timely basis.
Brink's, Inc. believes its most reasonably likely worse case scenario is that
it will experience a number of minor system malfunctions and errors in
the early days and weeks of the Year 2000 that were not detected during its
renovation and testing efforts. Brink's, Inc. currently believes that these
problems will not be overwhelming and are not likely to have a material effect
on the company's operations or financial results. As noted above, the Brink's
Group is vulnerable to significant suppliers', customers' and other third
parties inability to remedy their own Year 2000 issues. As the Brink's Group
cannot fully control the conduct of its suppliers or other third parties, there
can be no guarantee that Year 2000 problems originating with a supplier,
customer or other third party will not occur. However, Brink's program of
communication with major third parties with whom they do business is intended to
minimize any potential risks related to third party failures.
READINESS FOR YEAR 2000 : CONTINGENCY PLAN
BHS has not yet developed a contingency plan for dealing with the most
reasonably likely worst case scenario, and such scenario has not yet been
clearly identified. During the first quarter of 1999, BHS will begin developing
a contingency plan.
A contingency planning document, which was developed with the assistance of an
external facilitator, is being finalized for Brink's North American operations.
Brink's, Inc. provides a number of different services to our customers and each
type of service line was reviewed during the contingency planning sessions. This
contingency planning document addresses the issue of what Brink's response would
be should a system/device fail, as well as what preparations and actions are
required beforehand to ensure continuity of services if those identified systems
failed. This includes, in some cases, reverting to paper processes to track and
handle packages, additional staff if required and increased supervisory
presence. Brink's may experience some additional personnel expenses related
to any Year 2000 failures, but they are not expected to be material. This
contingency planning document is being made available to Brink's International
operations to use as a guidance in developing appropriate contingency plans at
each of their locations and for the specific services they provide to their
customers.
----
49
<PAGE>
<PAGE>
Readiness for Year 2000; Forward Looking Information
This discussion of the Brink's Group companies' readiness for Year 2000,
including statements regarding anticipated completion dates for various phases
of the Brink's Group's Year 2000 project, estimated costs for Year 2000
readiness, the determination of likely worst case scenarios, actions to be taken
in the event of such worst case scenarios and the impact on the Brink's Group's
of any delays or problems in the implementation of Year 2000 initiatives by the
Brink's Group and/or any public or private sector suppliers and service
providers and customers involve forward looking information which is subject to
known and unknown risks, uncertainties, and contingencies which could cause
actual results, performance or achievements, to differ materially from those
which are anticipated. Such risks, uncertainties and contingencies, many of
which are beyond the control of the Brink's Group, include, but are not limited
to, government regulations and/or legislative initiatives, variations in
costs or expenses relating to the implementation of Year 2000 initiatives,
changes in the scope of improvements to Year 2000 initiatives and delays or
problems in the implementation of Year 2000 initiatives by the Brink's Group
and/or any public or private sector suppliers and service providers and
customers.
EURO CONVERSION
As part of the European Economic and Monetary Union (EMU), a single currency
(the "Euro") will replace the national currencies of most of the European
countries in which the Company conducts business. The conversion rates between
the Euro and the participating nations' currencies will be fixed irrevocably as
of January 1, 1999, with the participating national currencies being removed
from circulation between January 1 and June 30, 2002 and replaced by Euro notes
and coinage. The Company expects to be able to receive Euro denominated payments
and to invoice in Euro as requested by vendors and suppliers by January 1, 1999
in the affected countries. Full conversion of all affected country operations to
Euro is expected to be completed by the time national currencies are removed
from circulation. Phased conversion to the Euro is currently underway and the
effects on revenues, costs and various business strategies are being assessed.
CAPITALIZATION
The Company has three classes of common stock: Brink's Stock, Pittston BAX Group
Common Stock ("BAX Stock") and Pittston Minerals Group Common Stock ("Minerals
Stock") which were designed to provide shareholders with separate securities
reflecting the performance of the Brink's Group, BAX Group and Minerals Group,
respectively, without diminishing the benefits of remaining a single corporation
or precluding future transactions affecting any of the Groups. The Brink's Group
consists of the Brink's and BHS operations of the Company. The BAX Group
consists of the BAX Global Inc. ("BAX Global") operations of the Company. The
Minerals Group consists of the Pittston Coal Company ("Coal Operations") and
Pittston Mineral Ventures ("Mineral Ventures") operations of the Company. The
Company prepares separate financial statements for the Brink's, BAX and Minerals
Groups, in addition to consolidated financial information of the Company.
Effective May 4, 1998, the designation of Pittston Burlington Group Common Stock
and the name of the Pittston Burlington Group were changed to Pittston BAX Group
Common Stock and Pittston BAX Group, respectively. All rights and privileges of
the holders of such Stock are otherwise unaffected by such changes. The stock
continues to trade on the New York Stock Exchange under the symbol "PZX".
----
50
<PAGE>
<PAGE>
Under the share repurchase programs authorized by the Board of Directors (the
"Board"), the Company purchased the following shares in the periods presented:
<TABLE>
<CAPTION>
Three Months Nine Months
Ended September 30 Ended September 30
(Dollars in millions) 1998 1997 1998 1997
- --------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Brink's Stock:
Shares 35.4 -- 149.5 166.0
Cost $ 1.2 -- 5.6 4.3
Convertible Preferred Stock:
Shares -- 1.5 0.4 1.5
Cost $ -- 0.6 0.1 0.6
Excess carrying amount (a) $ -- 0.1 0.02 0.1
- --------------------------------------------------------------------------------------
</TABLE>
(a) The excess of the carrying amount of the Series C Cumulative Convertible
Preferred Stock (the "Convertible Preferred Stock") over the cash paid to
holders for repurchases made during the periods. This amount is deducted from
preferred dividends in the Company's Statement of Operations.
The Company's remaining repurchase authority with respect to the Convertible
Preferred Stock as of September 30, 1998 was $24.2 million. As of September 30,
1998, the Company had remaining authority to purchase over time 0.9 million
shares of Brink's Stock. The remaining aggregate purchase cost limitation for
all common stock was $9.2 million as of September 30, 1998.
In November 1998, the Board authorized a revised common share repurchase
authority program which allows for the purchase, from time to time, of up to 1.0
million shares of Brink's Stock, with an aggregate purchase price cost
limitation for all common stock of $25.0 million; such shares are to purchased
from time to time in the open market or in private transactions, as conditions
warrant.
DIVIDENDS
The Board intends to declare and pay dividends, if any, on Brink's Stock based
on the earnings, financial condition, cash flow and business requirements of the
Brink's Group. Since the Company remains subject to Virginia law limitations on
dividends, losses by the Minerals Group or the BAX Group could affect the
Company's ability to pay dividends in respect of stock relating to the Brink's
Group.
During the first nine months of 1998 and 1997, the Board declared and the
Company paid cash dividends of 7.50 cents per share of Brink's Stock. Dividends
paid on the Convertible Preferred Stock in each of the first nine month periods
of 1998 and 1997 were $2.7 million.
ACCOUNTING CHANGES
The Brink's Group adopted Statement of Financial Accounting Standards ("SFAS")
No. 130, "Reporting Comprehensive Income", in the first quarter of 1998. SFAS
No. 130 establishes standards for the reporting and display of comprehensive
income and its components in financial statements. Comprehensive income
generally represents all changes in shareholders' equity except those resulting
from investments by or distributions to shareholders. Total comprehensive
income, which is composed of net income and foreign currency translation
adjustments, for the three months ended September 30, 1998 and 1997 was $15.9
million and $16.6 million, respectively, and for the nine months ended September
30, 1998 and 1997 was $49.7 million and $45.7 million, respectively.
Effective January 1, 1998, the Brink's Group implemented AICPA Statement of
Position ("SOP") No. 98-1 "Accounting for the Costs of Computer Software
Developed for Internal Use". SOP No. 98-1 requires that certain costs related to
the development or purchase of internal-use software be capitalized and
amortized over the estimated useful life of the software.
----
51
<PAGE>
<PAGE>
PENDING ACCOUNTING CHANGES
The Brink's Group will implement SFAS No. 131, "Disclosures about Segments of an
Enterprise and Related Information", in the financial statements for the year
ending December 31, 1998. SFAS No. 131 requires publicly-held companies to
report financial and descriptive information about operating segments in
financial statements issued to shareholders for interim and annual periods. The
SFAS also requires additional disclosures with respect to products and services,
geographic areas of operation, and major customers. The adoption of this SFAS is
not expected to have a material impact on the financial statements of the
Brink's Group.
In June 1998, the Financial Accounting Standards Board issued SFAS No. 133,
"Accounting for Derivative Instruments and Hedging Activities." SFAS No. 133
establishes accounting and reporting standards for derivative instruments and
hedging activities. It requires that an entity recognize all derivatives as
either assets or liabilities in the statement of financial position and measure
those instruments at fair value. This statement is effective for the Brink's
Group for the year beginning January 1, 2000, with early adoption encouraged.
The Brink's Group is currently evaluating the timing of adoption, which may be
as soon as the fourth quarter of 1998, and the effect that implementation of the
new standard will have on its results of operations and financial position.
In April 1998, the AICPA issued SOP No. 98-5, "Reporting on the Costs of
Start-Up Activities." SOP No. 98-5, which provides guidance on the reporting of
start-up costs and organization costs, requires that such costs be expensed as
incurred. This SOP is effective for the Brink's Group for the year beginning
January 1, 1999, with early application encouraged. Initial application of the
SOP is required to be reported as a cumulative effect of a change in accounting
principle as of the beginning of the year of adoption. The Brink's Group is
currently evaluating the effect that implementation of the new statement will
have on its results of operations and financial position.
FORWARD LOOKING INFORMATION
Certain of the matters discussed herein, including statements regarding the
home security business, the readiness for Year 2000 and the conversion to the
Euro, and projected capital spending, involve forward looking information
which is subject to known and unknown risks, uncertainties, and contingencies
which could cause actual results, performance or achievements to differ
materially from those which are anticipated. Such risks, uncertainties and
contingencies, many of which are beyond the control of the Brink's Group and
the Company, include, but are not limited to, overall economic and business
conditions, the demand for the Brink's Group's services, pricing and other
competitive factors in the industry, new government regulations and/or
legislative initiatives and/or Euro, variations in costs or expenses,
changes in the scope of Year 2000 initiatives and/or Euro, and delays or
problems in the implementation of Year 2000 initiatives by the Brink's Group
and/or any public or private sector suppliers, service providers and customers.
----
52
<PAGE>
<PAGE>
PITTSTON BAX GROUP
BALANCE SHEETS
(IN THOUSANDS)
<TABLE>
<CAPTION>
September 30 December 31
1998 1997
- -------------------------------------------------------------------------------------------------------
(Unaudited)
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents $ 32,707 28,790
Accounts receivable (net of estimated uncollectible amounts:
1998 - $18,920; 1997 -$10,110) 299,558 306,806
Inventories, at lower of cost or market 5,043 1,359
Prepaid expenses 12,299 11,050
Deferred income taxes 7,780 7,159
- -------------------------------------------------------------------------------------------------------
Total current assets 357,387 355,164
Property, plant and equipment, at cost (net of accumulated
depreciation and amortization:
1998 - $94,250; 1997 - $78,815) 198,102 128,632
Intangibles, net of accumulated amortization 176,937 174,791
Deferred pension assets 5,053 7,600
Deferred income taxes 27,979 19,814
Other assets 15,080 15,442
- -------------------------------------------------------------------------------------------------------
Total assets $ 780,538 701,443
- -------------------------------------------------------------------------------------------------------
LIABILITIES AND SHAREHOLDER'S EQUITY
Current liabilities:
Short-term borrowings $ 32,640 31,071
Current maturities of long-term debt 3,253 3,176
Accounts payable 203,886 194,489
Payable - Pittston Minerals Group 9,000 4,966
Accrued liabilities 113,568 78,363
- -------------------------------------------------------------------------------------------------------
Total current liabilities 362,347 312,065
Long-term debt, less current maturities 103,711 37,016
Postretirement benefits other than pensions 3,845 3,518
Deferred income taxes 2,474 1,447
Payable - Pittston Minerals Group 6,097 13,239
Other liabilities 9,021 10,448
Shareholder's equity 293,043 323,710
- -------------------------------------------------------------------------------------------------------
Total liabilities and shareholder's equity $ 780,538 701,443
- -------------------------------------------------------------------------------------------------------
</TABLE>
See accompanying notes to financial statements.
----
53
<PAGE>
<PAGE>
PITTSTON BAX GROUP
STATEMENTS OF OPERATIONS
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
(Unaudited)
<TABLE>
<CAPTION>
Three Months Nine Months
Ended September 30 Ended September 30
1998 1997 1998 1997
- --------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Operating revenues $ 460,868 443,376 1,296,185 1,214,352
Costs and expenses:
Operating expenses 404,628 379,093 1,152,124 1,065,697
Selling, general and administrative expenses
(including a $15,723 write-off
of long-lived assets in the 1998 periods) 78,996 37,423 166,873 116,446
- --------------------------------------------------------------------------------------------------------
Total costs and expenses 483,624 416,516 1,318,997 1,182,143
- --------------------------------------------------------------------------------------------------------
Other operating (expense) income, net (244) 351 97 1,859
- --------------------------------------------------------------------------------------------------------
Operating (loss) profit (23,000) 27,211 (22,715) 34,068
Interest income 261 124 744 599
Interest expense (2,417) (1,558) (5,757) (3,570)
Other expense, net (395) (390) (961) (671)
- --------------------------------------------------------------------------------------------------------
(Loss) income before income taxes (25,551) 25,387 (28,689) 30,426
(Credit) provision for income taxes (3,716) 9,394 (4,877) 11,258
- --------------------------------------------------------------------------------------------------------
Net (loss) income $ (21,835) 15,993 (23,812) 19,168
- --------------------------------------------------------------------------------------------------------
Net (loss) income per common share:
Basic $ (1.13) .82 (1.22) .99
Diluted (1.13) .80 (1.22) .96
- --------------------------------------------------------------------------------------------------------
Cash dividends per common share $ .06 .06 .18 .18
- --------------------------------------------------------------------------------------------------------
Weighted average common shares outstanding:
Basic 19,339 19,470 19,446 19,449
Diluted 19,339 20,048 19,446 19,976
- --------------------------------------------------------------------------------------------------------
</TABLE>
See accompanying notes to financial statements.
----
54
<PAGE>
<PAGE>
PITTSTON BAX GROUP
STATEMENTS OF CASH FLOWS
(IN THOUSANDS)
(Unaudited)
<TABLE>
<CAPTION>
Nine Months
Ended September 30
1998 1997
- -------------------------------------------------------------------------------------------------------
<S> <C> <C>
Cash flows from operating activities:
Net (loss) income $ (23,812) 19,168
Adjustments to reconcile net (loss) income to net cash provided
by operating activities:
Depreciation and amortization 25,840 21,637
Non-cash charges and other write-offs 20,124 --
Provision for aircraft heavy maintenance 27,148 25,009
Credit for deferred income taxes (8,242) (1,436)
(Credit) provision for pensions, noncurrent (62) 1,403
Provision for uncollectible accounts receivable 10,936 3,134
Equity in loss of unconsolidated affiliates, net of dividends received -- 263
Other operating, net 3,058 1,597
Change in operating assets and liabilities, net of effects of acquisitions and
dispositions:
Decrease (increase) in accounts receivable 4,804 (47,109)
(Increase) decrease in inventories (2,550) 505
Increase in prepaid expenses (1,537) (613)
Increase in accounts payable and accrued liabilities 2,067 16,863
Decrease (increase) in other assets 1,329 (2,395)
Increase in other liabilities 4,416 1,661
Other, net (1,373) (263)
- -------------------------------------------------------------------------------------------------------
Net cash provided by operating activities 62,146 39,424
- -------------------------------------------------------------------------------------------------------
Cash flows from investing activities:
Additions to property, plant and equipment (58,773) (22,420)
Proceeds from disposal of property, plant and equipment 399 471
Aircraft heavy maintenance expenditures (26,708) (24,790)
Acquisitions, net of cash acquired, and related contingency payments (28,835) (9,131)
Other, net (1,199) 2,664
- -------------------------------------------------------------------------------------------------------
Net cash used by investing activities (115,116) (53,206)
- -------------------------------------------------------------------------------------------------------
Cash flows from financing activities:
Additions to debt 85,786 37,984
Reductions of debt (17,187) (17,246)
Payments from Minerals Group -- 6,949
Proceeds from exercise of stock options 1,807 1,786
Dividends paid (3,313) (3,449)
Repurchase of common stock (10,206) (7,407)
- -------------------------------------------------------------------------------------------------------
Net cash provided by financing activities 56,887 18,617
- -------------------------------------------------------------------------------------------------------
Net increase in cash and cash equivalents 3,917 4,835
Cash and cash equivalents at beginning of period 28,790 17,818
- -------------------------------------------------------------------------------------------------------
Cash and cash equivalents at end of period $ 32,707 22,653
- -------------------------------------------------------------------------------------------------------
</TABLE>
See accompanying notes to financial statements.
----
55
<PAGE>
<PAGE>
PITTSTON BAX GROUP
NOTES TO FINANCIAL STATEMENTS
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
(Unaudited)
(1) The financial statements of the Pittston BAX Group (the "BAX Group")
include the balance sheets, results of operations and cash flows of the
BAX Global Inc. ("BAX Global") operations of The Pittston Company (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 BAX Group's financial
statements are prepared using the amounts included in the Company's
consolidated financial statements. Corporate amounts reflected in these
financial statements are determined based upon methods which management
believes to provide a reasonable and equitable estimate of the costs
attributable to the BAX Group.
The Company provides holders of Pittston BAX Group Common Stock ("BAX
Stock") separate financial statements, financial reviews, descriptions
of business and other relevant information for the BAX Group, in
addition to consolidated financial information of the Company. Holders
of BAX Stock are shareholders of the Company, which is responsible for
all liabilities. Therefore, financial developments affecting the BAX
Group, the Pittston Brink's Group (the "Brink's Group") and the Pittston
Minerals Group (the "Minerals Group") that affect the Company's
financial condition could affect the results of operations and financial
condition of each of the Groups. Accordingly, the Company's consolidated
financial statements must be read in connection with the BAX Group's
financial statements.
Effective May 4, 1998, the designation of Pittston Burlington Group
Common Stock and the name of the Pittston Burlington Group were changed
to Pittston BAX Group Common Stock and Pittston BAX Group, respectively.
All rights and privileges of the holders of such Stock are otherwise
unaffected by such changes. The stock continues to trade on the New York
Stock Exchange under the symbol "PZX".
(2) The following is a reconciliation between the calculation of basic and
diluted net (loss) income per share:
<TABLE>
<CAPTION>
Three Months Nine Months
Ended September 30 Ended September 30
BAX Group 1998 1997 1998 1997
- ----------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Numerator:
Net (loss) income - Basic
and diluted net (loss) income
per share numerator $ (21,835) 15,993 (23,812) 19,168
Denominator:
Basic weighted average common
shares outstanding 19,339 19,470 19,446 19,449
Effect of dilutive securities:
Employee stock options -- 578 -- 527
- ----------------------------------------------------------------------------------------
Diluted weighted average common
shares outstanding $ 19,339 20,048 19,446 19,976
- ----------------------------------------------------------------------------------------
</TABLE>
Options to purchase 2,229 and 2,478 shares of BAX Stock, at prices
between $5.78 and $27.91 per share, were outstanding during the three
and nine months ended September 30, 1998, respectively, but were not
included in the computation of diluted net loss per share because the
effect of all options would be antidilutive.
----
56
<PAGE>
<PAGE>
Options to purchase 7 shares of BAX Stock at $27.91 per share and
options to purchase 511 shares of BAX Stock, at prices between $23.88
and $27.91 per share, were outstanding for the three and nine months
ended September 30, 1997, respectively, but were not included in the
computation of diluted net income per share because the options'
exercise price was greater than the average market price of the common
shares and, therefore, the effect would be antidilutive.
(3) Depreciation and amortization of property, plant and equipment totaled
$7,525 and $20,551 in the third quarter and nine month period of 1998,
respectively, compared to $5,847 and $16,679 in the third quarter and
nine month period of 1997, respectively.
(4) Cash payments made for interest and income taxes, net of refunds
received, were as follows:
<TABLE>
<CAPTION>
Three Months Nine Months
Ended September 30 Ended September 30
1998 1997 1998 1997
- ---------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Interest $ 2,733 1,284 5,611 3,536
- ---------------------------------------------------------------------------------
Income taxes $ 1,101 3,285 7,139 12,024
- ---------------------------------------------------------------------------------
</TABLE>
(5) On April 30, 1998, BAX Global acquired the privately held Air Transport
International LLC ("ATI") for a purchase price of approximately $29,000.
The acquisition was funded through the revolving credit portion of the
Company's bank credit agreement and was accounted for as a purchase.
Based on a preliminary evaluation which is subject to additional review,
the estimated fair value of the assets acquired and liabilities assumed
approximated $33,000. and $4,000, respectively. The pro forma impact on
the BAX Group's total revenues, net income and net income per share had
the ATI acquisition occurred as of the beginning of 1998 and 1997 would
not have been material.
(6) During the third quarter of 1998, the BAX Group incurred expenses of
approximately $36,000, nearly all of which was recorded in selling,
general and administrative expenses in the statement of operations.
These expenses were comprised of several items. During the third quarter
of 1998, BAX Global recorded write-offs for software costs included in
property, plant and equipment in accordance with SFAS No. 121 of
approximately $16 million. These write-offs consisted of the costs
associated with certain in-process software development projects that
were canceled during the quarter and unamortized costs of existing
software applications which were determined by management to have no
future service potential or value. It is management's belief at this
time that the current ongoing information technology initiatives that
originated from the previously mentioned BPI project are necessary and
will be successfully completed and implemented. Provisions aggregating
$13,000 were recorded on existing receivables during the quarter,
primarily to reflect more difficult operating environments in Asia and
Latin America. Approximately $7,000 was accrued for severance and other
expenses primarily stemming from a realignment of BAX Global's
organizational structure.
The additional IT and bad debt expenses are primarily non-cash items and
are reflected in the statement of cash flows partially through the
non-cash charges and other write-offs line item and the provision for
uncollectible accounts receivable line item. Severance costs recorded in
the third quarter of 1998 are cash items, which are expected to be paid
by early to mid-1999.
----
57
<PAGE>
<PAGE>
(7) Under the share repurchase programs authorized by the Board of
Directors, the Company purchased shares in the periods presented as
follows:
<TABLE>
<CAPTION>
Three Months Nine Months
Ended September 30 Ended September 30
(Dollars in millions) 1998 1997 1998 1997
----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
BAX Stock:
Shares 245.7 200.2 650.6 332.3
Cost $ 2.9 4.8 10.1 7.4
Convertible Preferred Stock:
Shares -- 1.5 0.4 1.5
Cost $ -- 0.6 0.1 0.6
Excess carrying amount (a) $ -- 0.1 0.02 0.1
----------------------------------------------------------------------------------------------------------
</TABLE>
(a) The excess of the carrying amount of the Series C Cumulative
Convertible Preferred Stock (the "Convertible Preferred Stock") over
the cash paid to holders for repurchases made during the periods. This
amount is deducted from preferred dividends in the Company's Statement
of Operations.
At September 30, 1998, the Company had the remaining authority to
purchase over time 442 shares of BAX Stock and an additional $24,236 of
its Convertible Preferred Stock. The remaining aggregate purchase cost
limitation for all common stock was $9,189 at September 30, 1998.
In October 1998, the Company purchased an additional 361 shares of BAX
Stock for $2,275. In November 1998, the Board authorized a revised
common share repurchase authority program which allows for the purchase,
from time to time, of up to 1,000 shares of Brink's Stock, up to 1,500
shares of BAX Stock and up to 1,000 shares of Minerals Stock, not to
exceed an aggregate purchase price of $25,000; such shares are to be
purchased from time to time in the open market or in private
transactions, as conditions warrant.
(8) The BAX Group adopted Statement of Financial Accounting Standards
("SFAS") No. 130, "Reporting Comprehensive Income," in the first quarter
of 1998. SFAS No. 130 established standards for the reporting and
display of comprehensive income and its components in financial
statements. Comprehensive income generally represents all changes in
shareholders' equity except those resulting from investments by or
distributions to shareholders. Total comprehensive (loss) income, which
is composed of net (loss) income and foreign currency translation
adjustments, for the three months ended September 30, 1998 and 1997 was
($20,174) and $12,479, respectively. Total comprehensive (loss) income
for the nine months ended September 30, 1998 and 1997 was ($22,160) and
$14,021, respectively.
Effective January 1, 1998, the BAX Group implemented AICPA Statement of
Position ("SOP") No. 98-1 "Accounting for the Costs of Computer Software
Developed for Internal Use". SOP No. 98-1 requires that certain costs
related to the development or purchase of internal-use software be
capitalized and amortized over the estimated useful life of the
software. As a result of the implementation of SOP No. 98-1, net loss
for the three months ended September 30, 1998, included a benefit of
$363 or $0.02 per share and the net loss for the nine months ended
September 30, 1998, included a benefit of approximately $1,803 million
or $0.09 per share for costs capitalized during those periods which
would have been expensed prior to the implementation of SOP No. 98-1.
----
58
<PAGE>
<PAGE>
(9) The BAX Group will adopt a new accounting standard, SFAS No. 131,
"Disclosures About Segments of an Enterprise and Related Information,"
in the financial statements for the year ending December 31, 1998. SFAS
No. 131 requires publicly-held companies to report financial and
descriptive information about operating segments in financial statements
issued to shareholders for interim and annual periods. SFAS No. 131 also
requires additional disclosures with respect to products and services,
geographic areas of operation, and major customers. The adoption of this
SFAS is not expected to have a material impact on the financial
statements of the BAX Group.
In June 1998, the Financial Accounting Standards Board issued SFAS No.
133, "Accounting for Derivative Instruments and Hedging Activities."
SFAS No. 133 establishes accounting and reporting standards for
derivative instruments and hedging activities. It requires that an
entity recognize all derivatives as either assets or liabilities in the
statement of financial position and measure those instruments at fair
value. This statement is effective for the BAX Group for the year
beginning January 1, 2000 with early adoption encouraged. The BAX Group
is currently evaluating the timing of adoption, which may be as soon as
the fourth quarter of 1998, and the effect that implementation of the
new standard will have on its results of operations and financial
position.
In April 1998, the AICPA issued SOP No. 98-5, "Reporting on the Costs of
Start-Up Activities." SOP No. 98-5, which provides guidance on the
reporting of start-up costs and organization costs, requires that such
costs be expensed as incurred. This SOP is effective for the BAX Group
for the year beginning January 1, 1999, with early application
encouraged. Initial application of the SOP is required to be reported as
a cumulative effect of a change in accounting principle as of the
beginning of the year of adoption. The BAX Group is currently evaluating
the effect that implementation of the new statement will have on its
results of operations and financial position.
(10) Certain prior period amounts have been reclassified to conform to the
current period's financial statement presentation.
(11) In the opinion of management, all adjustments have been made which are
necessary for a fair presentation of results of operations and financial
condition for the periods reported herein. All such adjustments, except
as disclosed, are of a normal recurring nature.
----
59
<PAGE>
<PAGE>
PITTSTON BAX GROUP
MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS
AND FINANCIAL CONDITION
The financial statements of the Pittston BAX Group (the "BAX Group") include the
balance sheets, results of operations and cash flows of BAX Global Inc. ("BAX
Global") operations of The Pittston Company (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 BAX Group's
financial statements are prepared using the amounts included in the Company's
consolidated financial statements. Corporate amounts reflected in these
financial statements are determined based upon methods which management believes
to provide a reasonable and equitable estimate of the costs attributable to the
BAX Group.
Effective May 4, 1998, the designation of Pittston Burlington Group Common Stock
and the name of the Pittston Burlington Group were changed to Pittston BAX Group
Common Stock and Pittston BAX Group, respectively. All rights and privileges of
the holders of such Stock are otherwise unaffected by such changes. The stock
continues to trade on the New York Stock Exchange under the symbol "PZX".
The Company provides holders of Pittston BAX Group Common Stock ("BAX Stock")
separate financial statements, financial reviews, descriptions of business and
other relevant information for the BAX Group in addition to consolidated
financial information of the Company. Holders of BAX Stock are shareholders of
the Company, which continues to be responsible for all liabilities. Therefore,
financial developments affecting the BAX Group, the Pittston Brink's Group (the
"Brink's Group") or the Pittston Minerals Group (the "Minerals Group") that
affect the Company's financial condition could affect the results of operations
and financial condition of each of the Groups. Accordingly, the Company's
consolidated financial statements must be read in connection with the BAX
Group's financial statements.
The following discussion is a summary of the key factors management considers
necessary in reviewing the BAX Group's results of operations, liquidity and
capital resources. This discussion must be read in conjunction with the
financial statements and related notes of the BAX Group and the Company.
BAX Global's freight business has tended to be seasonal, with a significantly
higher volume of shipments generally experienced during March, June and August
through November than during the other periods of the year. The lowest volume of
shipments has generally occurred in January and February.
RESULTS OF OPERATIONS
<TABLE>
<CAPTION>
Three Months Nine Months
Ended September 30 Ended September 30
(In thousands) 1998 1997 1998 1997
- -------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Operating revenues:
BAX Global $ 460,868 443,376 1,296,185 1,214,352
- -------------------------------------------------------------------------------------------------------
Operating (loss) profit:
BAX Global $ (21,285) 28,926 (14,576) 39,117
General corporate expense (1,715) (1,715) (8,139) (5,049)
- -------------------------------------------------------------------------------------------------------
Operating (loss) profit $ (23,000) 27,211 (22,715) 34,068
- -------------------------------------------------------------------------------------------------------
</TABLE>
----
60
<PAGE>
<PAGE>
In the third quarter of 1998, the BAX Group reported a net loss of $21.8 million
($1.13 per share) as compared to net income of $16.0 million ($0.80 per share)
in the third quarter of 1997. Results for the quarter were adversely affected by
additional expenses of approximately $36 million (as discussed below) combined
with a decrease in the effective tax rate which resulted in a lower tax benefit.
Revenues increased to $460.9 million or (4%) compared with the 1997 third
quarter. Operating expenses and selling, general and administrative expenses for
the 1998 quarter, including the previously discussed additional expenses of
approximately $36 million, increased $67.1 million (16%) compared with the same
quarter last year. The operating loss in the third quarter 1998 totaled $23.0
million compared to operating profit of $27.2 million in the prior year quarter,
which included a benefit from additional volumes due to a strike at United
Parcel Service ("UPS").
In the first nine months of 1998, the BAX Group reported a net loss of $23.8
million ($1.22 per share) including additional expenses of approximately
$36 million (as discussed below) compared to net income in the 1997 period of
$19.2 million ($0.96 per share), which included a $12.5 million pre-tax charge
for special consulting expenses. For the first nine months of 1998, worldwide
revenues increased 7% to $1,296.2 million compared to $1,214.4 million for the
comparable period in 1997. Operating expenses and selling, general and
administrative expenses for the nine months ended September 30, 1998 increased
$136.9 million (12%) from the comparable 1997 period. The operating loss in the
1998 nine month period totaled $22.7 million compared to operating profit of
$34.1 million in 1997.
Increased expenses during the quarter are expected to reduce full year 1998
results such that nondeductible items (principally goodwill amortization) have
become a more significant factor in calculating the expected annual effective
tax rate. Accordingly, the calculation of expected tax benefits on the pretax
loss for the 1998 third quarter has been determined using an effective tax rate
of 14.5% rather than the 37.0% rate in previous quarters. Although a similar
rate is expected to be used to calculate taxes for the fourth quarter of 1998,
thereafter it is anticipated that the effective tax rate will return to more
historic levels.
The following is a discussion of the $36 million of additional expenses
incurred by BAX Global in the three and nine month periods ended September 30,
1998.
During early 1997, BAX Global began an extensive review of the company's
information technology ("IT") strategy. Through this review, senior management
from around the world developed a new global strategy to improve business
processes with an emphasis on new information systems intended to enhance
productivity and improve the company's competitive position, as well as address
and remediate the company's Year 2000 compliance issues. The company ultimately
committed $120 million to be spent from 1997 to early 2000 to improve
information systems and complete Year 2000 initiatives.
However, in conjunction with priorities established by BAX Global's new
president and chief executive officer, who joined the company in June 1998,
senior management re-examined this global IT strategy. It was determined that
the critical IT objectives needed to be accomplished by the end of 1999 were
Year 2000 compliance and the consolidation and integration of certain key
operating and financial systems, supplemented by process improvement initiatives
to enhance these efforts. As a result of this re-examination, senior management
determined that certain non-critical, in-process IT software development
projects that were begun in late 1997 under the BAX Process Innovation ("BPI")
project would be terminated. Therefore, costs relating to these projects, which
had previously been capitalized, were written off during the third quarter of
1998. Also as a result of this re-examination, certain existing software
applications were found to have no future service potential or value. The
combined carrying amount of these assets, which were written off, approximated
$16 million as of September 30, 1998. It is management's belief at this time
that the current ongoing information technology initiatives that originated from
the previously mentioned BPI project are necessary and will be successfully
completed and implemented. Such costs are included in selling, general and
administrative expenses in the BAX Group's Statement of Operations for the
periods ended September 30, 1998.
----
61
<PAGE>
<PAGE>
The BAX Group recorded provisions aggregating approximately $13 million related
to accounts receivable in the third quarter of 1998. These provisions were
needed primarily as the result of the deterioration of the economic and
operating environments in certain international markets, primarily Asia/Pacific
and Latin America. As a result of a comprehensive review of accounts
receivables, undertaken in response to that deterioration, such accounts
receivable were not considered cost-effective to pursue further and/or
improbable of collection.
During the third quarter of 1998, BAX Global recorded severance and other
expenses of approximately $7 million. The majority of these expenses related to
an organizational realignment proposed by newly elected senior management which
included a resource streamlining initiative that required the elimination,
consolidation or restructuring of approximately 180 employee positions. The
positions reside primarily in the USA and in BAX Global's Atlantic region and
include administrative and management-level positions. The estimated costs of
severance benefits for terminated employees are expected to be paid through
early to mid- 1999. At this time management has no plans to institute further
organizational changes which would require significant costs related to
involuntary terminations. The related charge has been included in selling,
general and administrative expenses in the BAX Group's Statement of Operations
for the three and nine months ended September 30, 1998.
----
62
<PAGE>
<PAGE>
BAX GLOBAL
The following is a table of selected financial data for BAX Global on a
comparative basis:
<TABLE>
<CAPTION>
Three Months Nine Months
(In thousands - except per Ended September 30 Ended September 30
pound/shipment amounts) 1998 1997 1998 1997
- -------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Operating revenues:
Intra-U.S.:
Expedited freight services $ 160,440 176,332 459,480 457,672
Other 1,384 1,761 3,623 5,372
- -------------------------------------------------------------------------------------------------------
Total Intra-U.S. 161,824 178,093 463,103 463,044
International:
Expedited freight services (a) 232,984 220,291 658,872 631,740
Other (a) 66,060 44,992 174,210 119,568
- -------------------------------------------------------------------------------------------------------
Total International 299,044 265,283 833,082 751,308
- -------------------------------------------------------------------------------------------------------
Total operating revenues 460,868 443,376 1,296,185 1,214,352
Operating expenses 404,628 379,093 1,152,124 1,065,697
Selling, general and administrative expenses 77,281 35,708 158,734 111,397
- -------------------------------------------------------------------------------------------------------
Total costs and expenses 481,909 414,801 1,310,858 1,177,094
Other operating (expense) income, net (244) 351 97 1,859
- -------------------------------------------------------------------------------------------------------
Operating (loss) profit:
Intra-U.S. (b) (2,095) 16,938 (4,990) 19,803
International (b) (19,190) 11,988 (9,586) 19,314
- -------------------------------------------------------------------------------------------------------
Total operating (loss) profit $ (21,285) 28,926 (14,576) 39,117
- -------------------------------------------------------------------------------------------------------
Depreciation and amortization $ 9,268 7,458 25,662 21,457
- -------------------------------------------------------------------------------------------------------
Cash capital expenditures $ 14,197 11,398 58,607 22,321
- -------------------------------------------------------------------------------------------------------
Expedited freight services
shipment growth rate (c) (26.9%) 41.8% (10.4%) 13.5%
Expedited freight services
weight growth rate (c):
Intra-U.S. (8.3%) 16.5% 2.1% 7.1%
International 7.5% 14.5% 8.1% 8.3%
Worldwide (0.3%) 15.5% 5.2% 7.7%
- -------------------------------------------------------------------------------------------------------
Expedited freight services
weight (millions of pounds) 417.0 418.1 1,201.0 1,141.2
Expedited freight services
shipments (thousands) 1,343 1,836 3,978 4,441
- -------------------------------------------------------------------------------------------------------
Worldwide expedited freight services:
Yield (revenue per pound) (a) $ .943 .949 .931 .955
Revenue per shipment (a) $ 293 216 281 245
Weight per shipment (pounds) 311 228 302 257
- -------------------------------------------------------------------------------------------------------
</TABLE>
(a) Prior period's international expedited freight revenues have been
reclassified to conform to the current period classification.
(b) The three and nine month periods ended September 30, 1998 include additional
expenses of approximately $36 million (approximately $12 million Intra-U.S. and
$24 million International) related to the termination or rescoping of certain
information technology projects (approximately $16 million), increased
provisions on existing accounts receivable (approximately $13 million) and
approximately $7 million primarily related to severance expenses associated with
BAX Global's redesign of its organizational structure. The nine month period
ended September 30, 1997 includes $12.5 million of consulting expenses related
to the redesign of BAX Global's business processes and new information systems
architecture ($4.75 million Intra-U.S. and $7.75 million International).
(c) Compared to the same period in the prior year. 1997 results include a
benefit from additional volume and shipments resulting from the effect of the
United Parcel Service strike.
----
63
<PAGE>
<PAGE>
BAX Global's third quarter 1998 operating loss, including the previously
discussed additional expenses of approximately $36 million, amounted to $21.3
million, a decrease of $50.2 million from the operating profit of $28.9 million
reported in the third quarter of 1997 reflecting decreases in both intra-U.S.
and international operating profits. Worldwide revenues increased 4% to $460.9
million from $443.4 million in the 1997 quarter. The $17.5 million growth in
revenues resulted from a $20.7 million increase in non-expedited freight
services revenues offset by a $3.2 million decrease in overall expedited freight
services revenues reflecting a 0.3% decrease in worldwide expedited freight
services pounds shipped, which was 417.0 million pounds in the third quarter of
1998, coupled with a 0.6% decrease in average yield on this volume. Increases in
non-expedited freight services revenues reflect increases in ocean freight
services, supply chain management revenues and revenues from the recently
acquired Air Transport International LLC ("ATI") discussed in further detail
below.
In the third quarter of 1998, BAX Global's intra-U.S. revenues decreased from
$178.1 million in the 1997 third quarter to $161.8 million. This $16.3 million
(9%) decrease was primarily due to a decrease of $15.9 million (9%) in
intra-U.S. expedited freight services revenues. The lower level of intra-U.S.
expedited freight services revenues in 1998 was due to an 8% decrease in weight
shipped and a decrease in the average yield reflecting higher 1997 volumes and
pricing due to the effects of the United Parcel Service ("UPS") strike during
the third quarter of 1997. Intra-U.S. operating losses were $2.1 million for the
1998 quarter, including approximately $12 million of the previously discussed
additional expenses, compared to an operating profit of $16.9 million in the
third quarter a year ago which included a benefit from the UPS strike. While
expedited freight gross margin as a percentage of revenue remained consistent
between the quarters, other operating expenses and selling, general and
administrative expenses increased due to the previously discussed additional
expenses, higher information technology expenses including expenditures for Year
2000 initiatives and additional station operating costs associated with efforts
to enhance service levels.
International revenues in the third quarter of 1998 increased $33.8 million
(13%) to $299.0 million from the $265.3 million recorded in the third quarter of
1997. International expedited freight services revenues increased 6% to $233.0
million due to an increase in weight shipped of 8%, partially offset by lower
yields (revenue per pound) reflecting a reduction in traffic to higher yielding
Asian markets. Other international revenues, which consist primarily of supply
chain management, ocean freight forwarding and customs brokerage, as well as
revenues from Air Transport International LLC ("ATI"), an airline operation
acquired in the second quarter of 1998, rose 47% to $66.1 million. The revenue
increase was largely due to the acquisition of ATI and growth in both ocean
freight forwarding and supply chain management activities. International
operating losses were $19.2 million, including approximately $24 million of
previously discussed additional expenses, for the 1998 third quarter compared to
a $12.0 million operating profit in the third quarter of 1997. In addition,
third quarter 1998 results were impacted by higher recurring IT expenses
including expenditures for Year 2000 initiatives and higher initial ATI
operating costs.
BAX Global's operating loss for the nine months ended September 30, 1998,
including the previously discussed additional expenses of approximately $36
million, amounted to $14.6 million compared to an operating profit of $39.1
million reported in the 1997 nine month period which included $12.5 million of
special consulting expenses. Worldwide revenues in the 1998 nine month period
increased 7% to $1,296.2 million from $1,214.4 million in the 1997 period. The
$81.8 million growth in revenues reflects a $28.9 million increase in expedited
freight services revenues due to an increase in worldwide expedited freight
services pounds shipped, which reached 1,201.0 million pounds in the nine months
of 1998, offset by a 3% decrease in yield on this volume. In addition,
non-expedited freight services revenues increased $52.9 million during the first
nine months of 1998 as compared to 1997 as a result of increases in ocean
freight services, supply chain management revenues and revenues from the
recently acquired ATI discussed in further detail below.
----
64
<PAGE>
<PAGE>
For the first nine months of 1998, BAX Global's intra-US revenues increased
slightly to $463.1 million compared to the same 1997 period due to an increase
in intra-US expedited freight services revenues of $1.8 million mostly offset by
a $1.7 million decrease in other intra-US revenues. The higher level of
expedited freight services revenues was due to a 2% increase in weight shipped
partially offset by lower average yields reflecting higher average pricing in
1997, due in part, to the UPS strike in the 1997 third quarter. For the first
nine months of 1998 the intra-US operating loss was $5.0 million, including
approximately $12 million of the previously discussed additional expenses
compared to an operating profit of $19.8 million in the prior year which
included the aforementioned special consulting expenses of $4.8 million. The
decrease in operating profit after consideration of the previously discussed
additional expenses is due to higher levels of transportation and operating
costs incurred in anticipation of higher volumes combined with higher
information technology ("IT") costs. While expedited freight gross margin as a
percentage of revenues for the 1998 nine month period is below that of the
comparable 1997 period, second and third quarter gross margins have shown
substantial improvements over first quarter margins which were unfavorably
impacted by service disruptions. Such service disruptions were mainly caused by
equipment problems which were resolved during the first quarter.
For the first nine months of 1998, international revenues were $833.1 million,
an 11% increase over $751.3 million a year earlier. International expedited
freight services revenue increased $27.1 million (4%) due to an 8% increase in
weight shipped offset by a 4% decrease in the average yield. The decrease in
yield reflects a change in mix with less export traffic to higher yielding Asian
markets, combined with the absence of third party carrier surcharges which
existed in the 1997 period. International non-expedited freight services
revenues increased $54.6 million (46%) in the first nine months of 1998 as
compared to the same period in 1997. The increase primarily relates to growth in
ocean freight and supply chain management services and revenues from the
recently acquired ATI. For the first nine months of 1998, international
operating losses totaled $9.6 million, including approximately $24 million of
previously discussed additional expenses, compared to operating profits of $19.3
million in the first nine months of 1997 which included $7.75 million of the
aforementioned special consulting expenses. In addition, the 1998 results were
impacted by higher initial ATI operating costs and higher recurring IT expenses
including expenditures for Year 2000 initiatives.
FOREIGN OPERATIONS
A portion of the BAX Group's financial results is derived from activities in
foreign countries, each with a local currency other than the U.S. dollar.
Because the financial results of the BAX 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. The BAX Group's international activities are not
concentrated in any single currency, which mitigates the risks of foreign
currency rate fluctuations. In addition, these rate fluctuations may adversely
affect transactions which are denominated in currencies other than the
functional currency. The BAX Group routinely enters into such transactions in
the normal course of its business. Although the diversity of its foreign
operations limits the risks associated with such transactions, the Company, on
behalf of the BAX Group, uses foreign currency forward contracts to hedge the
risks associated with such transactions. Realized and unrealized gains and
losses on these contracts are deferred and recognized as part of the specific
transaction hedged. In addition, translation adjustments relating to operations
in countries with highly inflationary economies are included in net income,
along with all transaction gains or losses for the period. A subsidiary in
Mexico operates in such a highly inflationary economy. Prior to January 1, 1998,
the economy in Brazil, in which the BAX Group has a subsidiary, was considered
highly inflationary.
The BAX Group is also subject to other risks customarily associated with doing
business in foreign countries, including labor and economic conditions, controls
on repatriation of earnings and capital, nationalization, political instability,
expropriation and other forms of restrictive action by local governments. The
future effects, if any, of such risks on the BAX Group cannot be predicted.
----
65
<PAGE>
<PAGE>
Recent deterioration of economic conditions primarily in Latin America and
Asia/Pacific have impacted the financial results of BAX Global through the
accrual of additional provisions for receivables in those regions in the second
and third quarter of 1998. The potential for further deterioration of the
economies in those regions could again negatively impact the company's results
of operations in the future.
CORPORATE EXPENSES
A portion of the Company's corporate general and administrative expenses and
other shared services has been allocated to the BAX Group based on utilization
and other methods and criteria which management believes to provide a reasonable
and equitable estimate of the costs attributable to the BAX Group. These
attributions were $1.7 million for the third quarter of 1998 and 1997, and $8.1
million and $5.0 million for the first nine months of 1998 and 1997,
respectively. Corporate expenses in the nine months of 1998 include additional
expenses of approximately $5.8 million related to a retirement agreement between
the Company and its former Chairman and CEO. Approximately $2.0 million of this
$5.8 million of expenses have been attributed to the BAX Group. Corporate
expenses in the 1998 year-to-date period also include costs associated with a
severance agreement with a former member of the Company's senior management.
OTHER OPERATING EXPENSE/INCOME, NET
Other operating expense/income, net decreased $0.6 million and $1.8 million in
the three and nine month periods ended September 30, 1998, respectively, as
compared to the same periods in 1997. Other operating income, net principally
includes foreign exchange transaction gains and losses, and the changes for the
comparable periods are due to normal fluctuations in such gains and losses.
INTEREST EXPENSE, NET
Net interest expense increased $0.7 million and $2.0 million in the three and
nine month periods ended September 30, 1998, respectively, as compared to the
same periods in 1997. The increase is primarily due to higher levels of debt
associated with recent acquisitions and increased information technology
expenditures.
INCOME TAXES
In the 1998 periods presented, the provision for income taxes was more than the
statutory federal income tax rate of 35% since these periods are being impacted
by significantly higher expenses which are causing non-deductible items
(principally goodwill amortization) to be a more significant factor in
calculating the effective tax rate. Accordingly, the calculation of expected tax
benefits on the pre-tax loss for the 1998 third quarter has been determined
using an effective tax rate of 14.5% rather than the 37.0% rate in previous
quarters. Although a similar rate is expected to be used to calculate taxes for
the fourth quarter of 1998, thereafter it is anticipated that the effective tax
rate will return to more historic levels.
FINANCIAL CONDITION
A portion of the Company's corporate assets and liabilities has been attributed
to the BAX Group based upon utilization of the shared services from which assets
and liabilities are generated. Management believes this attribution to provide a
reasonable and equitable estimate of the costs attributable to the BAX Group.
CASH FLOW REQUIREMENTS
Cash provided by operating activities during the first nine months of 1998
totaled $62.1 million as compared to the $39.4 million generated in the first
nine months of 1997. The higher level of cash generated from operating
activities was due to a decrease in the funding requirements for net operating
assets and liabilities and higher non-cash charges offset by lower income.
Non-cash charges and other write-offs primarily include costs, which had
previously been capitalized, associated with the termination and rescoping of
certain in-process information technology initiatives. Cash generated from
operating activities was not sufficient to fund investing activities, which
primarily include capital expenditures, aircraft heavy maintenance and payments
for the ATI acquisition discussed above. Additional net borrowings of $68.6
million were incurred and cash and cash equivalents increased $3.9 million.
----
66
<PAGE>
<PAGE>
On April 30, 1998, the Company acquired the privately held ATI for a purchase
price of approximately $29 million. The acquisition was funded through the
revolving credit portion of the Company's bank credit agreement and was
accounted for as a purchase.
CAPITAL EXPENDITURES
Cash capital expenditures for the first nine months of 1998 and 1997 totaled
$58.8 million and $22.4 million, respectively, reflecting higher levels of
investment in information technology systems. For the full year 1998, cash
capital expenditures are expected to range between $70 million and $75 million.
These projected expenditures include those related to BAX Global's information
technology initiatives, as well as those related to planned expansion for new
facilities.
FINANCING
The BAX Group intends to fund its cash capital expenditure requirements through
anticipated cash flows from operating activities or through operating leases if
the latter are financially attractive. Shortfalls, if any, will be financed
through the Company's revolving credit agreements or other borrowing
arrangements.
Total outstanding debt was $139.6 million at September 30, 1998, an increase of
$68.3 million from the $71.3 million reported at December 31, 1997. The net
increase in debt primarily reflects borrowings to fund the acquisition of ATI,
as well as incremental information technology expenditures, including those
relating to Year 2000 compliance initiatives.
The Company has a $350.0 million credit agreement with a syndicate of banks (the
"Facility"). The Facility includes a $100.0 million term loan and also permits
additional borrowings, repayments and reborrowings of up to an aggregate of
$250.0 million. As of September 30, 1998 and December 31, 1997, borrowings of
$100.0 million were outstanding under the term loan portion of the Facility and
$103.1 million and $25.9 million, respectively, of additional borrowings were
outstanding under the remainder of the Facility. Of the total outstanding amount
under the Facility at September 30, 1998 and December 31, 1997, $66.8 million
and $10.9 million, respectively, were attributed to the BAX Group.
RELATED PARTY TRANSACTIONS
At September 30, 1998 and December 31, 1997, the Minerals Group had no
borrowings from the BAX Group. At September 30, 1998, the BAX Group owed the
Minerals Group $15.1 million versus $18.2 million at December 31, 1997 for tax
payments representing Minerals Group's tax benefits utilized by the BAX Group in
accordance with the Company's tax sharing policy. Of the total tax benefits owed
to the Minerals Group at September 30, 1998, $9.0 million is expected to be paid
within one year.
OFF-BALANCE SHEET INSTRUMENTS
Fuel contracts - The Company, on behalf of the BAX Group, has hedged a portion
of its jet fuel requirements through several commodity option transactions that
are intended to protect against significant changes in jet fuel prices. As of
September 30, 1998, these transactions aggregated 32.0 million gallons and
mature periodically throughout the remainder of 1998 and mid-1999. 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
September 30, 1998, the fair value adjustment for all outstanding contracts to
hedge jet fuel requirements ($0.6) million.
Interest rate contracts - The Company has entered into three interest rate swap
agreements that effectively convert a portion of the interest on its $100.0
million variable rate term loan to fixed rates. The first fixes the interest
rate at 5.84% on $20.0 million in face amount of debt, the second fixes the
interest rate at 5.86% on $20.0 million in face amount of debt, and the third
fixes the interest rate at 5.80% on $20.0 million in face amount of debt. The
first two agreements mature in May 2001, while the third agreement matures in
May 2000. As of September 30, 1998, the fair value adjustment of all of these
agreements was ($1.4) million.
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67
<PAGE>
<PAGE>
Foreign currency forward contracts - The Company, on behalf of the BAX Group,
enters into foreign currency forward contracts with a maturity of up to two
years as a hedge against liabilities denominated in various currencies. These
contracts minimize the exposure to exchange rate movements related to cash
requirements of foreign operations denominated in various currencies. At
September 30, 1998, the total notional value of foreign currency forward
contracts outstanding was $6.5 million. As of such date, the fair value of the
foreign currency forward contracts approximated the notional value.
READINESS FOR YEAR 2000 : SUMMARY
The Year 2000 issue is the result of computer programs being written using two
digits rather than four to define the applicable year. If not corrected, many
date-sensitive applications could fail or create erroneous results by or in the
year 2000. The BAX Group understands the importance of having systems and
equipment operational through the year 2000 and beyond and is committed to
addressing these challenges while continuing to fulfill its business obligations
to its customers and business partners. BAX has established a Y2K Project Team
intended to make its information technology assets, including embedded
microprocessors ("IT assets"), non-IT assets, products, services and
infrastructure Year 2000 compliant.
READINESS FOR YEAR 2000 : STATE OF READINESS
The BAX Global Year 2000 Project Team has divided its Year 2000 readiness
program into five phases: (I) inventory, (ii) assess and test, (iii) renovate,
(iv) test readiness and verify and (v) implement. At September 30, 1998, on a
global basis, the inventory phase has been completed in the US and is
substantially complete internationally. Assessment of major systems in the
Americas and Europe has been completed, with readiness testing now underway.
Assessment is currently underway in Asia. Renovation activities for major
systems are in process as are replacement activities for non-compliant
components and systems that are not scheduled for renovation. Testing has
also begun for systems that have been renovated. The BAX Group plans to have
completed all phases of its Year 2000 readiness program on a timely basis prior
to Year 2000. As of September 30, 1998, less than 25% of the BAX Group's IT
and non-IT assets systems have been tested and verified as Year 2000 ready.
As part of its Year 2000 project, the BAX Group has sent comprehensive
questionnaires to significant suppliers and others with whom it does business,
regarding their Year 2000 readiness and is in the process of identifying any
problem areas with respect to these customers. The BAX Group is relying on such
third parties representations regarding their own readiness for Year 2000. The
extent to which any of these potential problems may have a material adverse
impact on the BAX Group's operations is being assessed and will continue to be
assessed throughout 1999.
Further, the BAX Group relies upon government agencies (particularly the Federal
Aviation Administration), utility companies, telecommunication service companies
and other service providers outside of its control. As with most companies, the
BAX Group is vulnerable to significant suppliers' and other third parties
inability to remedy their own Year 2000 issues. As the BAX Group cannot fully
control the conduct of its suppliers and other third parties, there can be no
guarantee that Year 2000 problems originating with a supplier or another third
party will not occur.
READINESS FOR YEAR 2000 : COSTS OF ADDRESS
The BAX Group anticipates that the costs of its Year 2000 identification,
assessment, remediation and testing will approximate $20 million. In addition,
the BAX Group will incur approximately $22 million for costs to purchase
and/or develop and implement certain information technology systems whose
implementation have been accelerated as a result of the Year 2000 compliance
issue. Of the total anticipated BAX Group Year 2000 costs of approximately $42
million, $14 million was incurred through September 30, 1998 with the remainder
to be incurred though the end of 1999.
READINESS FOR YEAR 2000: THE RISKS OF THE YEAR 2000 ISSUES
The failure to correct a material Year 2000 problem could result in an
interruption in, or a failure of, certain normal business activities or
operations. Such failures could materially and adversely affect results of
operations, liquidity and financial condition of the BAX Group. The extent to
which such a failure may adversely affect operations is being assessed.
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68
<PAGE>
<PAGE>
READINESS FOR YEAR 2000: CONTINGENCY PLAN
The BAX Group has not yet developed a contingency plan for dealing with the most
reasonably likely worse case scenario, and such scenario has not yet been
clearly identified. The BAX Group will begin developing a contingency plan.
The foundation for the BAX Group's Year 2000 readiness program is to
ensure that all mission-critical systems are renovated/replaced and tested at
least six months prior to when a Year 2000 failure might occur if the program
were not undertaken. Year 2000 is the number one priority within the BAX Group's
IT organization with full support of the Group's Chief Executive Officer.
Readiness for Year 2000; Forward Looking Information
This discussion of the BAX Group's readiness for Year 2000, including statements
regarding anticipated completion dates for various phases of the BAX Group's
Year 2000 project, estimated costs for Year 2000 readiness, the determination of
likely worst case scenarios, actions to be taken in the event of such worst case
scenarios and the impact on the BAX Group's of any delays or problems in the
implementation of Year 2000 initiatives by the BAX Group and/or any public or
private sector suppliers and service providers and customers involve forward
looking information which is subject to known and unknown risks, uncertainties,
and contingencies which could cause actual results, performance or achievements,
to differ materially from those which are anticipated. Such risks, uncertainties
and contingencies, many of which are beyond the control of the BAX Group,
include, but are not limited to, government regulations and/or legislative
initiatives, variations in costs or expenses relating to the implementation of
Year 2000 initiatives, changes in the scope of improvements to Year 2000
initiatives and delays or problems in the implementation of Year 2000
initiatives by the BAX Group and/or any public or private sector suppliers and
service providers and customers.
EURO CONVERSION
As part of the European Economic and Monetary Union (EMU), a single currency
(the "Euro") will replace the national currencies of most of the European
countries in which the Company conducts business. The conversion rates between
the Euro and the participating nations' currencies will be fixed irrevocably as
of January 1, 1999, with the participating national currencies being removed
from circulation between January 1 and June 30, 2002 and replaced by Euro notes
and coinage. The Company expects to be able to receive Euro denominated payments
and to invoice in Euro as requested by vendors and suppliers by January 1, 1999
in the affected countries. Full conversion of all affected country operations to
Euro is expected to be completed by the time national currencies are removed
from circulation. Phased conversion to the Euro is currently underway and the
effects on revenues, costs and various business strategies are being assessed.
CAPITALIZATION
The Company has three classes of common stock: BAX Stock, Pittston Brink's Group
Common Stock ("Brink's Stock"), and Pittston Minerals Group Common Stock
("Minerals Stock") which were designed to provide shareholders with separate
securities reflecting the performance of the BAX Group, Brink's Group and
Minerals Group, respectively, without diminishing the benefits of remaining a
single corporation or precluding future transactions affecting any of the
Groups. The BAX Group consists of the BAX Global operations of the Company. The
Brink's Group consists of the Brink's, Incorporated ("Brink's") and Brink's Home
Security, Inc. ("BHS") operations of the Company. The Minerals Group consists of
the Pittston Coal Company ("Coal Operations") and Pittston Mineral Ventures
("Mineral Ventures") operations of the Company. The Company
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69
<PAGE>
<PAGE>
prepares separate financial statements for the BAX, Brink's and Minerals Groups
in addition to consolidated financial information of the Company.
As previously mentioned, effective May 4, 1998, the designation of Pittston
Burlington Group Common Stock and the name of the Pittston Burlington Group were
changed to Pittston BAX Group Common Stock and Pittston BAX Group, respectively.
All rights and privileges of the holders of such Stock are otherwise unaffected
by such changes. The stock continues to trade on the New York Stock Exchange
under the symbol "PZX".
Under the share repurchase programs authorized by the Board of Directors (the
"Board"), the Company purchased the following shares in the periods presented:
<TABLE>
<CAPTION>
Three Months Nine Months
Ended September 30 Ended September 30
(Dollars in millions) 1998 1997 1998 1997
- --------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
BAX Stock:
Shares 245.7 200.2 650.6 332.3
Cost $ 2.9 4.8 10.1 7.4
Convertible Preferred Stock:
Shares -- 1.5 0.4 1.5
Cost $ -- 0.6 0.1 0.6
Excess carrying amount (a) $ -- 0.1 0.02 0.1
- --------------------------------------------------------------------------------------
</TABLE>
(a) The excess of the carrying amount of the Series C Cumulative Convertible
Preferred Stock (the "Convertible Preferred Stock") over the cash paid to
holders for repurchases made during the periods. This amount is deducted from
preferred dividends in the Company's Statement of Operations.
The Company's remaining repurchase authority with respect to the Convertible
Preferred Stock as of September 30, 1998 was $24.2 million. As of September 30,
1998, the Company had remaining authority to purchase over time 0.4 million
shares of BAX Stock. The remaining aggregate purchase cost limitation for all
common stock was $9.2 million as of September 30, 1998.
In October 1998, the Company purchased additional 0.4 million common shares of
BAX Stock for $2.3 million. In November 1998, the Board authorized a revised
common share repurchase authority program which allows for the purchase, from
time to time, of up to 1.5 million shares of BAX Stock, with an aggregate
purchase cost limitation for all common stock of $25.0 million; such shares are
to be purchased from time to time in the open market or in private transactions,
as conditions warrant.
DIVIDENDS
The Board intends to declare and pay dividends, if any, on BAX Stock based on
earnings, financial condition, cash flow and business requirements of the BAX
Group. Since the Company remains subject to Virginia law limitations on
dividends, losses by the Minerals Group and/or the Brink's Group could affect
the Company's ability to pay dividends in respect to stock relating to the BAX
Group.
During the nine months of 1998 and 1997, the Board declared and the Company paid
cash dividends of 18.00 cents per share of BAX Stock. Dividends paid on the
Convertible Preferred Stock in each of the first nine month periods of 1998 and
1997 were $2.7 million.
ACCOUNTING CHANGES
The BAX Group adopted Statement of Financial Accounting Standards ("SFAS") No.
130, "Reporting Comprehensive Income", in the first quarter of 1998. SFAS No.
130 establishes standards for the reporting and display of comprehensive income
and its components in financial statements. Comprehensive income generally
represents all changes in shareholders' equity except those resulting from
investments by or distributions to shareholders. Total comprehensive (loss)
income which is composed of net (loss) income and foreign currency translation
adjustments, for the three months ended September 30, 1998 and 1997 was
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70
<PAGE>
<PAGE>
($20.2) million and $12.5 million, respectively, and ($22.2) million and $14.0
million for the nine months ended September 30, 1998 and 1997, respectively.
Effective January 1, 1998, the BAX Group implemented AICPA Statement of Position
("SOP") No. 98-1 "Accounting for the Costs of Computer Software Developed for
Internal Use." SOP No. 98-1 requires that certain costs related to the
development or purchase of internal-use software be capitalized and amortized
over the estimated useful life of the software. As a result of the
implementation of SOP No. 98-1, net loss for the three months ended September
30, 1998, included a benefit of approximately $0.4 million ($0.02 per share) and
the net loss for the nine months ended September 30, 1998, included a benefit of
approximately $1.8 million ($0.09 per share) for costs capitalized during those
periods which would have been expensed prior to the implementation of SOP No.
98-1.
PENDING ACCOUNTING CHANGES
The Company will implement SFAS No. 131, "Disclosures about Segments of an
Enterprise and Related Information", in the financial statements for the year
ending December 31, 1998. SFAS No. 131 requires publicly-held companies to
report financial and descriptive information about operating segments in
financial statements issued to shareholders for interim and annual periods. The
SFAS also requires additional disclosures with respect to products and services,
geographic areas of operation, and major customers. The adoption of this SFAS is
not expected to have a material impact on the financial statements of the
Company.
In June 1998, the Financial Accounting Standards Board issued SFAS No. 133,
"Accounting for Derivative Instruments and Hedging Activities." SFAS No. 133
establishes accounting and reporting standards for derivative instruments and
hedging activities. It requires that an entity recognize all derivatives as
either assets or liabilities in the statement of financial position and measure
those instruments at fair value. This statement is effective for the BAX Group
for the year beginning January 1, 2000, with early adoption encouraged. The BAX
Group is currently evaluating the timing of adoption, which may be as soon as
the fourth quarter of 1998, and the effect that implementation of the new
standard will have on its results of operations and financial position.
In April 1998, the AICPA issued SOP No. 98-5, "Reporting on the Costs of
Start-Up Activities." SOP No. 98-5, which provides guidance on the reporting of
start-up costs and organization costs, requires that such costs be expensed as
incurred. This SOP is effective for the BAX Group for the year beginning January
1, 1999, with early application encouraged. Initial application of the SOP is
required to be reported as a cumulative effect of a change in accounting
principle as of the beginning of the year of adoption. The BAX Group is
currently evaluating the effect that implementation of the new statement will
have on its results of operations and financial position.
FORWARD LOOKING INFORMATION
Certain of the matters discussed herein, including statements regarding
severance benefits effective tax rates, the readiness for Year 2000 and
conversion to the Euro, the economies of Latin America and Asia/Pacific
projected capital spending, and the continuation of information technology
iniatives involve forward looking information which is subject to known and
unknown risks, uncertainties and contingencies, which could cause actual
results, performance or achievements to differ materially from those which
are anticipated. Such risks, uncertainties and contingencies, many of which
are beyond the control of the BAX Group and the Company, include, but are not
limited to, overall economic and business conditions, the demand for BAX
Global's services, pricing and other competitive factors in the industry,
new government regulations and/or legislative initiatives, the successful
integration of the ATI acquisition, variations in costs or expenses, changes
in the scope of improvements to information systems and Year 2000 initiatives
and/or the Euro, delays or problems in the implementation of Year 2000
initiatives and/or the Euro by the BAX Group and/or any public or private
sector suppliers, service providers and customers, and delays or problems
in the design and implementation of improvements to information systems.
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71
<PAGE>
<PAGE>
PITTSTON MINERALS GROUP
BALANCE SHEETS
(IN THOUSANDS)
<TABLE>
<CAPTION>
September 30 December 31
1998 1997
- -------------------------------------------------------------------------------------------------------
(Unaudited)
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents $ 3,192 3,394
Accounts receivable (net of estimated uncollectible amounts:
1998 - $2,267; 1997 - $2,215) 68,939 63,599
Inventories, at lower of cost or market:
Coal inventory 22,020 31,644
Other inventory 3,602 3,702
- -------------------------------------------------------------------------------------------------------
25,622 35,346
Receivable - Pittston Brink's Group/BAX Group, net 13,414 --
Prepaid expenses 6,913 5,045
Deferred income taxes 20,269 25,136
- -------------------------------------------------------------------------------------------------------
Total current assets 138,349 132,520
Property, plant and equipment, at cost (net of accumulated
depreciation, depletion and amortization:
1998 - $155,585; 1997 - $164,386) 152,929 172,338
Deferred pension assets 86,156 83,825
Deferred income taxes 54,853 54,778
Coal supply contracts, net of accumulated amortization 24,710 41,703
Intangibles, net of accumulated amortization 105,676 108,094
Receivable - Pittston Brink's Group/BAX Group, net 13,327 13,630
Other assets 50,311 47,294
- -------------------------------------------------------------------------------------------------------
Total assets $ 626,311 654,182
- -------------------------------------------------------------------------------------------------------
LIABILITIES AND SHAREHOLDER'S EQUITY
Current liabilities:
Current maturities of long-term debt $ 397 547
Accounts payable 38,861 50,585
Payable - Pittston Brink's Group/BAX Group, net -- 3,038
Accrued liabilities 90,170 107,094
- -------------------------------------------------------------------------------------------------------
Total current liabilities 129,428 161,264
Long-term debt, less current maturities 137,293 116,114
Postretirement benefits other than pensions 229,418 223,836
Workers' compensation and other claims 83,603 92,857
Mine closing and reclamation 38,195 47,546
Other liabilities 31,602 31,137
Shareholder's equity (23,228) (18,572)
- -------------------------------------------------------------------------------------------------------
Total liabilities and shareholder's equity $ 626,311 654,182
- -------------------------------------------------------------------------------------------------------
</TABLE>
See accompanying notes to financial statements.
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72
<PAGE>
<PAGE>
PITTSTON MINERALS GROUP
STATEMENTS OF OPERATIONS
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
(Unaudited)
<TABLE>
<CAPTION>
Three Months Nine Months
Ended September 30 Ended September 30
1998 1997 1998 1997
- ---------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Net sales $ 126,567 150,998 410,873 467,693
Cost and expenses:
Cost of sales 125,148 144,338 402,590 451,586
Selling, general and administrative expenses 7,599 7,768 24,450 22,484
- ---------------------------------------------------------------------------------------------------------
Total costs and expenses 132,747 152,106 427,040 474,070
Other operating income, net 9,445 1,902 14,230 7,349
- ---------------------------------------------------------------------------------------------------------
Operating profit (loss) 3,265 794 (1,937) 972
Interest income 323 361 937 978
Interest expense (2,366) (2,810) (7,409) (8,169)
Other income (expense), net -- 2 1 (900)
- ---------------------------------------------------------------------------------------------------------
Income (loss) before income taxes 1,222 (1,653) (8,408) (7,119)
Credit for income taxes (816) (2,625) (8,406) (7,875)
- ---------------------------------------------------------------------------------------------------------
Net income (loss) 2,038 972 (2) 756
Preferred stock dividends, net (886) (789) (2,637) (2,592)
- ---------------------------------------------------------------------------------------------------------
Net income (loss) attributed to common
shares $ 1,152 183 (2,639) (1,836)
- ---------------------------------------------------------------------------------------------------------
Net income (loss) per common share:
Basic $ .14 .02 (.32) (.23)
Diluted .14 .02 (.32) (.23)
- ---------------------------------------------------------------------------------------------------------
Cash dividends per common share $ .0250 .1625 .2125 .4875
- ---------------------------------------------------------------------------------------------------------
Weighted average common shares outstanding:
Basic 8,370 8,096 8,302 8,055
Diluted 8,371 8,110 8,302 8,055
- ---------------------------------------------------------------------------------------------------------
</TABLE>
See accompanying notes to financial statements.
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73
<PAGE>
<PAGE>
PITTSTON MINERALS GROUP
STATEMENTS OF CASH FLOWS
(IN THOUSANDS)
(Unaudited)
<TABLE>
<CAPTION>
Nine Months
Ended September 30
1998 1997
- -------------------------------------------------------------------------------------------------------
<S> <C> <C>
Cash flows from operating activities:
Net (loss) income $ (2) 756
Adjustments to reconcile net (loss) income to net cash (used)
provided by operating activities:
Depreciation, depletion and amortization 27,200 28,043
Provision for deferred income taxes 4,791 5,137
Credit for pensions, noncurrent (2,308) (2,079)
Gain on sale of property, plant and equipment and
other assets (4,108) (1,676)
Provision for uncollectible accounts receivable 61 12
Equity in loss of unconsolidated affiliates, net of dividends received 775 763
Other operating, net 1,620 758
Change in operating assets and liabilities, net of effects of acquisitions and
dispositions:
(Increase) decrease in accounts receivable (5,097) 6,680
Decrease (increase) in inventories 7,622 (16,146)
Increase in prepaid expenses (2,020) (3,814)
(Decrease) increase in accounts payable and accrued liabilities (24,005) 1,601
Increase in other assets (3,342) (1,217)
Increase (decrease) in other liabilities 2,429 (8,884)
Decrease in workers' compensation and
other claims, noncurrent (6,577) (6,719)
Other, net (181) 140
- -------------------------------------------------------------------------------------------------------
Net cash (used) provided by operating activities (3,142) 3,355
- -------------------------------------------------------------------------------------------------------
Cash flows from investing activities:
Additions to property, plant and equipment (18,909) (21,913)
Proceeds from disposal of property, plant and equipment 18,329 3,612
Proceeds from disposition of assets 6,772 --
Acquisitions, net of cash acquired, and related contingency payments -- (791)
Other, net 252 (850)
- -------------------------------------------------------------------------------------------------------
Net cash provided (used) by investing activities 6,444 (19,942)
- -------------------------------------------------------------------------------------------------------
Cash flows from financing activities:
Additions to debt 64,441 51,579
Reductions of debt (43,970) (372)
Payments to Brink's Group (19,418) (20,300)
Payments to BAX Group -- (6,949)
Repurchase of stock (308) (617)
Proceeds from exercise of stock options -- 22
Dividends paid (4,249) (6,239)
- -------------------------------------------------------------------------------------------------------
Net cash (used) provided by financing activities (3,504) 17,124
- -------------------------------------------------------------------------------------------------------
Net (decrease) increase in cash and cash equivalents (202) 537
Cash and cash equivalents at beginning of period 3,394 3,387
- -------------------------------------------------------------------------------------------------------
Cash and cash equivalents at end of period $ 3,192 3,924
- -------------------------------------------------------------------------------------------------------
</TABLE>
See accompanying notes to financial statements.
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74
<PAGE>
<PAGE>
PITTSTON MINERALS GROUP
NOTES TO FINANCIAL STATEMENTS
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
(Unaudited)
(1) The financial statements of the Pittston Minerals Group (the "Minerals
Group") include the balance sheets, results of operations and cash flows
of the Pittston Coal Company ("Coal Operations") and Pittston Mineral
Ventures ("Mineral Ventures") operations of The Pittston Company (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 amounts reflected in these
financial statements are determined based upon methods which management
believes to provide a reasonable and equitable estimate of the costs
attributable to the Minerals Group.
The Company provides holders of Pittston Minerals Group Common Stock
("Minerals Stock") separate financial statements, financial reviews,
descriptions of business and other relevant information for the Minerals
Group, in addition to consolidated financial information of the Company.
Holders of Minerals Stock are shareholders of the Company, which is
responsible for all liabilities. Therefore, financial developments
affecting the Minerals Group, the Pittston Brink's Group (the "Brink's
Group") or the Pittston BAX Group (the "BAX Group" formerly the Pittston
Burlington Group) that affect the Company's financial condition could
affect the results of operations and financial condition of each of the
Groups. Accordingly, the Company's consolidated financial statements
must be read in connection with the Minerals Group's financial
statements.
(2) The following is a reconciliation between the calculation of basic and
diluted net income (loss) per share:
<TABLE>
<CAPTION>
Three Months Nine Months
Ended September 30 Ended September 30
Minerals Group 1998 1997 1998 1997
- ----------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Numerator:
Net income (loss) $ 2,038 972 (2) 756
Convertible Preferred
Stock dividends, net (886) (789) (2,637) (2,592)
- ----------------------------------------------------------------------------------------
Net income (loss) - Basic
and diluted net income (loss)
attributed to common shares
per share numerator 1,152 183 (2,639) (1,836)
Denominator:
Basic weighted average
common shares outstanding 8,370 8,096 8,302 8,055
- ----------------------------------------------------------------------------------------
Effect of dilutive securities:
Employee stock options 1 14 -- --
- ----------------------------------------------------------------------------------------
Diluted weighted average
common shares outstanding 8,371 8,110 8,302 8,055
- ----------------------------------------------------------------------------------------
</TABLE>
Options to purchase 625 shares of Minerals Stock, at prices between
$5.63 and $25.74 per share, were outstanding during the three months
ended September 30, 1998 but were not included in the computation of
diluted net income per share because the options' exercise price was
greater than the average market price of the common shares and,
therefore, the effect would be antidilutive. Options to purchase 787
shares of Minerals Stock, at prices between $4.19 and $25.74 per share,
were outstanding during the nine months ended September 30, 1998 but
were not included in the computation of diluted net loss per share
because the effect of all options would be antidilutive.
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75
<PAGE>
<PAGE>
Options to purchase 449 shares of Minerals Stock, at prices between
$11.63 and $25.74 per share, were outstanding during the three months
ended September 30, 1997 but were not included in the computation of
diluted net income per share because the options' exercise price was
greater than the average market price of the common shares and,
therefore, the effect would be antidilutive. Options to purchase 721
shares of Minerals Stock, at prices between $8.64 and $25.74 per share,
were outstanding during the nine months ended September 30, 1997 but
were not included in the computation of diluted net loss per share
because the effect of all options would be antidilutive.
The conversion of the Convertible Preferred Stock to 1,764 shares of
Minerals Stock has been excluded in the computation of diluted net
income (loss) per share for the three and nine months ended September
30, 1998 because the effect of the assumed conversions would be
antidilutive. The conversion of the Convertible Preferred Stock to 1,789
and 1,792 shares of the Minerals Stock has been excluded in the
calculation of diluted net income (loss) for the three and nine months
ended September 30, 1997, respectively, because the effect of the
assumed conversions would be antidilutive.
(3) Depreciation, depletion and amortization of property, plant and
equipment totaled $5,240 and $16,583 in the third quarter and nine month
period of 1998, respectively, compared to $5,986 and $17,344 in the
third quarter and nine month period of 1997, respectively.
(4) Cash payments made for interest and income taxes, net of refunds
received, were as follows:
<TABLE>
<CAPTION>
Three Months Nine Months
Ended September 30 Ended September 30
1998 1997 1998 1997
- ---------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Interest $ 2,703 2,973 8,014 8,356
- ---------------------------------------------------------------------------------
Income taxes $ (4,527) (6,059) (16,516) (17,819)
- ---------------------------------------------------------------------------------
</TABLE>
(5) During the second quarter of 1998, Coal Operations disposed of certain
assets of its Elkay mining operation in West Virginia. The assets were
sold for cash of approximately $18,000, resulting in a pre-tax loss of
approximately $2,200.
(6) Under the share repurchase programs authorized by the Board of
Directors, the Company purchased shares in the periods presented as
follows:
<TABLE>
<CAPTION>
Three Months Nine Months
Ended September 30 Ended September 30
(Dollars in millions) 1998 1997 1998 1997
--------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Convertible Preferred Stock:
Shares -- 1.5 0.4 1.5
Cost $ -- 0.6 0.1 0.6
Excess carrying amount (a) $ -- 0.1 0.02 0.1
--------------------------------------------------------------------------------------
</TABLE>
(a) The excess of the carrying amount of the Series C Cumulative
Convertible Preferred Stock (the "Convertible Preferred Stock") over the
cash paid to holders for repurchases made during the periods. This amount
is deducted from preferred dividends in the Minerals Group and the
Company's Statement of Operations.
At September 30, 1998, the Company had the remaining authority to
purchase over time 1,000 shares of Minerals Stock and an additional
$24,236 of its Convertible Preferred Stock. The remaining aggregate
purchase cost limitation for all common stock was $9,189.
----
76
<PAGE>
<PAGE>
In November 1998, the Board authorized a revised common share repurchase
authority program which allows for the purchase, from time to time, of
up to 1,000 shares of Minerals Stock, with an aggregate purchase cost
limitation for all common stock of $25,000; such shares are to purchased
from time to time in the open market or in private transactions, as
conditions warrant.
(7) The Minerals Group adopted Statement of Financial Accounting Standards
("SFAS") No. 130, "Reporting Comprehensive Income," in the first quarter
of 1998. SFAS No. 130 established standards for the reporting and
display of comprehensive income and its components in financial
statements. Comprehensive income generally represents all changes in
shareholders' equity except those resulting from investments by or
distributions to shareholders. Total comprehensive income (loss), which
is composed of net income (loss) attributable to common shares and
foreign currency translation adjustments, for the three months ended
September 30, 1998 and 1997 was $411 and ($606), respectively. Total
comprehensive loss for the nine months ended September 30, 1998 and 1997
was $4,219 and $3,643, respectively.
Effective January 1, 1998, the Company implemented AICPA Statement of
Position ("SOP") No. 98-1 "Accounting for the Costs of Computer Software
Developed for Internal Use". SOP No. 98-1 requires that certain costs
related to the development or purchase of internal-use software be
capitalized and amortized over the estimated useful life of the
software.
(8) The Minerals Group will adopt a new accounting standard, SFAS No. 131,
"Disclosures about Segments of an Enterprise and Related Information",
in the financial statements for the year ending December 31, 1998. SFAS
No. 131 requires publicly-held companies to report financial and
descriptive information about operating segments in financial statements
issued to shareholders for interim and annual periods. SFAS No. 131 also
requires additional disclosures with respect to products and services,
geographic areas of operation, and major customers. The adoption of this
SFAS is not expected to have a material impact on the financial
statements of the Minerals Group.
In June 1998, the Financial Accounting Standards Board issued SFAS No.
133, "Accounting for Derivative Instruments and Hedging Activities."
SFAS No. 133 establishes accounting and reporting standards for
derivative instruments and hedging activities. It requires that an
entity recognize all derivatives as either assets or liabilities in the
statement of financial position and measure those instruments at fair
value. This statement is effective for the Minerals Group for the year
beginning January 1, 2000, with early adoption encouraged. The Minerals
Group is currently evaluating the timing of adoption, which may be as
soon as the fourth quarter of 1998, and the effect that implementation
of the new standard will have on its results of operations and financial
position.
In April 1998, the AICPA issued SOP No. 98-5, "Reporting on the Costs of
Start-Up Activities." SOP No. 98-5, which provides guidance on the
reporting of start-up costs and organization costs, requires that such
costs be expensed as incurred. This SOP is effective for the Minerals
Group for the year beginning January 1, 1999, with early application
encouraged. Initial application of the SOP is required to be reported as
a cumulative effect of a change in accounting principle as of the
beginning of the year of adoption. The Minerals Group is currently
evaluating the effect that implementation of the new statement will have
on its results of operations and financial position.
(9) Certain prior period amounts have been reclassified to conform to the
current period's financial statement presentation.
(10) In the opinion of management, all adjustments have been made which are
necessary for a fair presentation of results of operations and financial
condition for the periods reported herein. All such adjustments, except
as disclosed, are of a normal recurring nature.
----
77
<PAGE>
<PAGE>
PITTSTON MINERALS GROUP
MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS
AND FINANCIAL CONDITION
The financial statements of the Pittston Minerals Group ("Minerals Group")
include the balance sheets, results of operations and cash flows of the Pittston
Coal Company ("Coal Operations") and Pittston Mineral Ventures ("Mineral
Ventures") operations of The Pittston Company (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 amounts reflected in
these financial statements are determined based upon methods which management
believes to provide a reasonable and equitable estimate of the costs
attributable to the Minerals Group.
The Company provides to holders of the Pittston Minerals Group Common Stock
("Minerals Stock") separate financial statements, financial reviews,
descriptions of business and other relevant information for the Minerals Group,
in addition to consolidated financial information of the Company. Holders of
Minerals Stock are shareholders of the Company, which is responsible for all
liabilities. Therefore, financial developments affecting the Minerals Group, the
Pittston Brink's Group (the "Brink's Group") or the Pittston BAX Group (the "BAX
Group" formerly the Pittston Burlington Group) that affect the Company's
financial condition could affect the results of operations and financial
condition of each of the Groups. Accordingly, the Company's consolidated
financial statements must be read in connection with the Minerals Group's
financial statements.
The following discussion is a summary of the key factors management considers
necessary in reviewing the Minerals Group's results of operations, liquidity and
capital resources. This discussion must be read in conjunction with the
financial statements and related notes of the Minerals Group and the Company.
RESULTS OF OPERATIONS
<TABLE>
<CAPTION>
Three Months Nine Months
Ended September 30 Ended September 30
(In thousands) 1998 1997 1998 1997
- --------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Net Sales:
Coal Operations $ 122,867 145,616 398,963 454,282
Mineral Ventures 3,700 5,382 11,910 13,411
- --------------------------------------------------------------------------------------------------------
Net sales $ 126,567 150,998 410,873 467,693
- --------------------------------------------------------------------------------------------------------
Operating profit (loss):
Coal Operations $ 5,854 2,640 6,642 7,495
Mineral Ventures (1,084) (347) (1,409) (2,112)
- --------------------------------------------------------------------------------------------------------
Segment operating profit 4,770 2,293 5,233 5,383
General corporate expense (1,505) (1,499) (7,170) (4,411)
- --------------------------------------------------------------------------------------------------------
Operating profit (loss) $ 3,265 794 (1,937) 972
- --------------------------------------------------------------------------------------------------------
</TABLE>
----
78
<PAGE>
<PAGE>
In the third quarter of 1998, the Minerals Group reported net income of $2.0
million compared to net income of $1.0 million in the third quarter of 1997. In
the third quarter of 1998 operating profit totaled $3.3 million (including a
$5.4 million gain on the sale of two idle coal properties in West Virginia and a
loading dock in Kentucky and a $2.6 million gain on a litigation settlement) as
compared to operating profit of $0.8 million in the 1997 quarter. Net sales
during the third quarter of 1998 decreased $24.4 million (16%) compared to the
corresponding 1997 quarter.
In the first nine months of 1998, the Minerals Group reported break-even results
compared to net income of $0.8 million during 1997. The operating loss in the
nine months ended September 30, 1998 was $1.9 million compared to an operating
profit of $1.0 million in the corresponding 1997 period. The 1998 operating
profit included a net benefit of approximately $6.0 million related to net gains
on the sale of assets and from a gain on a litigation settlement. Net sales
during the nine month period of 1998 decreased $56.8 million (12%) compared to
the 1997 period.
COAL OPERATIONS
The following are tables of selected financial data for Coal Operations on a
comparative basis:
<TABLE>
<CAPTION>
Three Months Nine Months
Ended September 30 Ended September 30
(In thousands) 1998 1997 1998 1997
- --------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Net sales $ 122,867 145,616 398,963 454,282
- --------------------------------------------------------------------------------------------------------
Cost of sales 122,374 140,287 394,076 440,170
Selling, general and
administrative expenses 4,555 5,009 13,232 14,720
- --------------------------------------------------------------------------------------------------------
Total costs and expenses 126,929 145,296 407,308 454,890
Other operating income, net 9,916 2,320 14,987 8,103
- --------------------------------------------------------------------------------------------------------
Operating profit $ 5,854 2,640 6,642 7,495
- --------------------------------------------------------------------------------------------------------
Coal sales (tons):
Metallurgical 1,868 1,863 5,794 5,577
Steam 2,197 3,046 7,432 9,569
- --------------------------------------------------------------------------------------------------------
Total coal sales 4,065 4,909 13,226 15,146
- --------------------------------------------------------------------------------------------------------
Production/purchased (tons):
Deep 1,340 1,320 4,097 3,746
Surface 1,551 2,594 5,361 7,991
Contract 182 352 624 1,090
- --------------------------------------------------------------------------------------------------------
3,073 4,266 10,082 12,827
Purchased 834 769 2,845 3,072
- --------------------------------------------------------------------------------------------------------
Total 3,907 5,035 12,927 15,899
- --------------------------------------------------------------------------------------------------------
</TABLE>
----
79
<PAGE>
<PAGE>
<TABLE>
<CAPTION>
Three Months Nine Months
(In thousands, Ended September 30 Ended September 30
except per ton amounts) 1998 1997 1998 1997
- --------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Net coal sales (a) $ 121,138 143,958 393,167 447,959
Current production costs
of coal sold (a) 113,310 131,591 365,204 413,717
- --------------------------------------------------------------------------------------------------------
Coal margin 7,828 12,367 27,963 34,242
Non-coal margin 479 436 1,718 1,681
Other operating income, net 9,916 2,320 14,987 8,103
- --------------------------------------------------------------------------------------------------------
Margin and other income 18,223 15,123 44,668 44,026
- --------------------------------------------------------------------------------------------------------
Other costs and expenses:
Idle equipment and closed mines 1,008 623 4,293 1,180
Inactive employee cost 6,806 6,851 20,501 20,631
Selling, general and
administrative expenses 4,555 5,009 13,232 14,720
- --------------------------------------------------------------------------------------------------------
Total other costs and expenses 12,369 12,483 38,026 36,531
- --------------------------------------------------------------------------------------------------------
Operating profit $ 5,854 2,640 6,642 7,495
- --------------------------------------------------------------------------------------------------------
Coal margin per ton:
Realization $ 29.80 29.33 29.72 29.58
Current production costs 27.87 26.81 27.61 27.32
- --------------------------------------------------------------------------------------------------------
Coal margin $ 1.93 2.52 2.11 2.26
- --------------------------------------------------------------------------------------------------------
</TABLE>
(a) Excludes non-coal components.
Coal Operations generated an operating profit of $5.9 million in the third
quarter of 1998 which included a $5.4 million gain on the sale of two idle coal
properties in West Virginia and a loading dock in Kentucky and a $2.6 million
gain on a litigation settlement. The third quarter operating profit compared to
an operating profit of $2.6 million recorded in the 1997 third quarter. Sales
volume of 4.1 million tons in the third quarter of 1998 was 17% less than the
4.9 million tons sold in the prior year quarter. Compared to the third quarter
of 1997, steam coal sales in 1998 decreased by 0.8 million tons (28%), to 2.2
million tons, while metallurgical coal sales remained unchanged at 1.9 million
tons. The lower steam coal sales in the 1998 third quarter were primarily due to
the sale of certain Elkay Assets (discussed below) as well as an unplanned
outage at a major steam coal utility customer. Steam coal sales represented 54%
of total volume in 1998 and 62% in 1997.
Total coal margin of $7.8 million for the third quarter of 1998 represented a
decrease of $4.5 million from the comparable 1997 period. The decrease in total
coal margin reflects lower sales volume combined with a 23% decrease ($0.59 per
ton) in coal margin per ton. The overall change in coal margin per ton during
the 1998 quarter was predominantly impacted by the decrease in metallurgical
coal margins. Metallurgical margins were negatively impacted in the three months
ended September 30, 1998 by lower realizations per ton resulting from lower
negotiated pricing with metallurgical customers for the new contract year which
began April 1, 1998 as well as higher production costs per ton. Steam coal
margin remained essentially unchanged in the 1998 third quarter as higher
realizations per ton were offset by higher production costs per ton.
----
80
<PAGE>
<PAGE>
In addition to these factors, total coal margin per ton was impacted by a change
in both the production and sales mix due to the sale of certain steam coal
producing assets at the Coal Operation's Elkay mine ("Elkay Assets") discussed
below. Despite the decreases in metallurgical coal realization per ton, overall
realization increased $0.47 per ton as a greater proportion of coal sales came
from metallurgical coal which generally has a higher realization per ton than
steam coal. In addition, the current production cost of coal sold increased
$1.06 per ton to $27.87 in the third quarter of 1998 from the third quarter of
1997 primarily due to a higher proportion of deep mine production which is
generally more costly. Metallurgical sales in 1999 are expected to be lower as a
result of the disadvantage caused by the relative strength of the U.S. dollar
versus currencies of other metallurgical coal producing countries.
Production in the 1998 third quarter decreased 1.2 million tons over the 1997
third quarter to 3.1 million tons due to the sale of certain Elkay Assets
(discussed below). Purchased coal remained constant at 0.8 million tons.
Surface production accounted for 51% and 62% of the total production in the
1998 and 1997 third quarters, respectively. Productivity of 33.3 tons per
man day in the 1998 third quarter decreased from the 38.7 tons per man day
in the 1997 third quarter primarily due to the increased percentage of deep
mine production.
Non-coal margin, which reflects earnings from the oil, gas and timber
businesses, amounted to $0.5 million and $0.4 million in the third quarters of
1998 and 1997, respectively. Other operating income, which primarily includes
gains and losses on sales of property and equipment and third party royalties,
amounted to $9.9 million in the third quarter of 1998 as compared to $2.3
million in the comparable period of 1997. This increase was due to a $5.4
million gain on the sale of two idle coal properties in West Virginia and a
loading dock in Kentucky, and a $2.6 million gain on a litigation settlement.
Idle equipment and closed mine costs increased $0.4 million in the 1998 third
quarter from the comparable 1997 quarter due to additional costs at mines that
were idled in the quarter. Inactive employee costs, which represent long-term
employee liabilities for pension and retiree medical costs, were essentially
unchanged at $6.8 million for the third quarter of 1998. Coal Operations
anticipates that costs related to certain of these long-term benefit obligations
will increase in 1999 due to reductions in the amortization of actuarial gains,
a decrease in discount rates and higher premiums for the Coal Industry Retiree
Health Benefit Act of 1992 ("Coal Act"). As a result of recent legal
developments involving the Coal Act, and based on recent communications from
representatives of the Coal Act's Combined Fund, the Company anticipates an
increase in its assessments under the Coal Act for the twelve month period
beginning October 1, 1998, approximating $1.7 million. This increase consists of
charges for certain benefits which are provided for by the Coal Act, but which
previously have been covered by other funding sources. As with all the Company's
Coal Act assessments, this amount is to be paid in 12 equal monthly installments
over the plan year beginning October 1, 1998. The Company is unable to determine
at this time whether these or other additional amounts will apply in future plan
years. Selling, general and administrative expenses decreased $0.5 million (9%)
in the third quarter of 1998 from the 1997 third quarter due to continued Coal
Operations cost control efforts.
In July 1998, Coal Operations completed the sale of two idle coal properties in
West Virginia and a loading dock in Sandlick, Kentucky for a pre-tax gain of
$5.4 million. These asset disposals, along with the sale of certain Elkay Assets
(discussed below), continue the Coal Operations' program of disposing of idle
and under-performing assets in order to improve overall returns, generate cash
and reduce its reclamation activities. Later this year Coal Operations plans to
begin to develop a major underground metallurgical coal mine on company-owned
reserves in Virginia at an estimated total cost of $25 million to $30 million,
most of which will be spent in 2000. At full production, scheduled for sometime
in 2001, this mine is expected to produce average annual production of
approximately 1.3 million tons from a proven and probable reserve of
approximately 15.0 million tons.
----
81
<PAGE>
<PAGE>
During the first nine months of 1998, Coal Operations generated an operating
profit of $6.6 million compared to $7.5 million in the corresponding 1997
period. The 1998 operating profit included a net benefit of approximately $6.0
million related to net gains on the sale of assets and from a gain on a
litigation settlement. Sales volume of 13.2 million tons in this 1998 period was
1.9 million tons less than the 1997 period. Metallurgical coal sales increased
by 0.2 million tons (4%) to 5.8 million tons and steam coal sales decreased by
2.1 million tons (22%) to 7.4 million tons compared to the prior year primarily
due to the reduced production at the Elkay mine and the subsequent sale of
certain Elkay Assets (discussed below). Steam coal sales represented 56% of the
total 1998 sales volume as compared to 63% in 1997.
For the first nine months of 1998, coal margin was $28.0 million, a decrease of
$6.3 million over the 1997 period. Coal margin per ton decreased to $2.11 per
ton in the first nine months of 1998 from $2.26 per ton for the same period of
1997. This overall decrease in coal margin per ton during the first nine months
of 1998 was due to a decrease in metallurgical coal margins which was amplified
by a change in the sales and production mix as noted above in the discussion of
the quarterly trends.
The current production cost of coal sold for the first nine months of 1998 was
$27.61 per ton as compared to $27.32 per ton for 1997. While production cost per
ton increased primarily due to a larger proportion of the higher cost deep mine
production, these increases were partially offset by a $1.3 million benefit
related to a favorable ruling issued by the U.S. Supreme Court on the
unconstitutionality of the Harbor Maintenance Tax. Production for the
year-to-date 1998 period totaled 10.1 million tons, a decrease from the 1997
period production of 12.8 million tons, due in large part to the reduced
production at the Elkay mine and subsequent sale of certain Elkay Assets
(discussed below.) Surface production accounted for 54% and 63% of the total
production in the 1998 and 1997 periods, respectively. Productivity of 34.5 tons
per man day during the period decreased from the 37.6 tons per man day in 1997
primarily due to the increased percentage of deep mine production.
The non-coal margin was $1.7 million for the first nine months of both 1998 and
1997. Other operating income increased $6.9 million for the 1998 period due to
higher gains on sales of assets and litigation settlements in 1998.
Idle equipment and closed mine costs increased $3.1 million in the first nine
months of 1998 as compared to 1997, primarily due to inventory writedowns of
$2.0 million associated with the sale of certain Elkay Assets (discussed below),
along with costs relating to mines that went idle in 1998. Inactive employee
costs, which primarily represent long-term employee liabilities for pension and
retiree medical costs, decreased slightly by $0.1 million to $20.5 million in
the 1998 nine months. As discussed more fully in the above third quarter
discussion of results, Coal Operations anticipates that costs related to certain
of these long-term benefit obligations will increase in 1999 due to reductions
in the amortization of actuarial gains, a decrease in discount rates and higher
premiums for the Coal Industry Retiree Health Benefit Act of 1992. Selling,
general and administrative expenses declined by $1.5 million (10%) in the nine
months of 1998 as compared to the 1997 period, as a result of Coal Operations
cost control efforts.
During the second quarter of 1998, Coal Operations disposed of certain assets,
including a surface mine, coal supply contracts and limited coal reserves, of
its Elkay mining operation in West Virginia. The referenced surface mine
produced approximately 1 million tons of steam coal from January 1, 1998 through
the end of April 1998, at which point coal production ceased. Total cash
proceeds from the sale amounted to approximately $18 million, resulting in a
pre-tax loss of approximately $2.2 million. This pre-tax book loss includes
approximately $2.0 million of inventory writedowns related to coal which can no
longer be blended with other coals produced from these disposed assets. This
writedown has been included in Coal Operations cost of sales.
----
82
<PAGE>
<PAGE>
The Coal Operation's principal labor agreement with the UMWA is subject to
termination after December 31, 1998. Informal discussions for a successor
contract have begun and the Company believes a new agreement will be reached
prior to that time.
Coal Operations continues cash funding for charges recorded in prior years for
facility closure costs recorded as restructuring and other charges in the
Statement of Operations. The following table analyzes the changes in liabilities
during the first nine months of 1998 for such costs:
<TABLE>
<CAPTION>
Employee
Mine Termination,
and Medical
Plant and
Closure Severance
(In thousands) Costs Costs Total
- -------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Balance as of December 31, 1997 $ 11,143 19,703 30,846
Payments 827 1,447 2,274
Other reductions (a) 999 -- 999
- -------------------------------------------------------------------------------------------------------
Balance as of September 30, 1998 $ 9,317 18,256 27,573
- -------------------------------------------------------------------------------------------------------
</TABLE>
(a) Other reductions represent liabilities transferred in the sale of certain
coal properties and assets in 1998.
MINERAL VENTURES
The following is a table of selected financial data for Mineral Ventures on a
comparative basis:
<TABLE>
<CAPTION>
Three Months Nine Months
(Dollars in thousands, except Ended September 30 Ended September 30
per ounce data) 1998 1997 1998 1997
- --------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Stawell Gold Mine:
Gold sales $ 3,691 5,396 11,864 13,395
Other revenue (expense) 9 (14) 46 16
- --------------------------------------------------------------------------------------------------------
Net sales 3,700 5,382 11,910 13,411
Cost of sales (a) 2,753 4,021 8,495 11,319
Selling, general and
administrative expenses (a) 298 331 837 1,010
- --------------------------------------------------------------------------------------------------------
Total costs and expenses 3,051 4,352 9,332 12,329
- --------------------------------------------------------------------------------------------------------
Operating profit - Stawell
Gold Mine 649 1,030 2,578 1,082
Other operating expense, net (1,733) (1,377) (3,987) (3,194)
- --------------------------------------------------------------------------------------------------------
Operating loss $(1,084) (347) (1,409) (2,112)
- --------------------------------------------------------------------------------------------------------
Stawell Gold Mine:
Mineral Ventures' 50% direct share:
Ounces sold 11,796 11,176 34,751 31,417
Ounces produced 11,848 11,516 34,747 31,782
Average per ounce sold (US$):
Realization (b) $ 313 483 341 426
Cash cost 205 263 210 318
- --------------------------------------------------------------------------------------------------------
</TABLE>
(a) Excludes $21 and $19, and $1,241 and $3,211, of non-Stawell related cost of
sales and selling, general and administrative expenses for the three and nine
months ended September 30, 1998, respectively. Excludes $30 and $97, and $924
and $2,343, of non-Stawell related cost of sales and selling, general and
administrative expenses for the three and nine months ended September 30, 1997,
respectively. Such costs are included in the cost of sales and selling, general
and administrative expenses in the Minerals Group Statement of Operations.
(b) Realization data for 1997 includes allocation of the proceeds from the
liquidation of a gold forward sale hedge position in July 1997.
----
83
<PAGE>
<PAGE>
Mineral Ventures primarily consists of a 50% direct and a 17% indirect interest,
through Mineral Ventures' 34.1% interest in Mining Project Investors ("MPI") in
Australia, in the Stawell gold mine ("Stawell") in western Victoria, Australia.
During the third quarter 1998, Mineral Ventures generated an operating loss of
$1.1 million, an increase of $0.8 million compared to the loss of $0.3 million
in the third quarter of 1997. Mineral Ventures' 50% direct interest in Stawell's
operations generated net sales of $3.7 million in the third quarter of 1998
which were lower than the $5.4 million of net sales in the 1997 period as the
1997 period included the benefits of above-market forward gold sales. Lower gold
realizations were also affected by declining market prices partially offset by
an increase in ounces of gold sold from 11.2 thousand ounces to 11.8 thousand
ounces. The third quarter operating profit at Stawell of $0.6 million decreased
$0.4 million over the prior year quarter reflecting a $58 per ounce decrease
(22%) in the cash cost of gold sold, which was more than offset by a $170 per
ounce decrease (35%) in average realization. Production costs were lower in the
1998 quarter due to a weaker Australian dollar. In addition, production costs in
the 1997 quarter were adversely impacted by a $0.75 million write-off related to
a collapse of a ventilation shaft during its construction.
During the first nine months of 1998, Mineral Ventures generated an operating
loss of $1.4 million as compared to an operating loss of $2.1 million in the
1997 period. Mineral Ventures' 50% direct interest in Stawell's operations
generated net sales of $11.9 million in the first nine months of 1998 compared
to $13.4 million in the 1997 period. The $1.5 million decrease was primarily due
to lower gold realizations resulting from declining market prices, offset by
increases in the ounces of gold sold from 31.4 thousand ounces to 34.8 thousand
ounces (11%). The operating profit at Stawell of $2.6 million was $1.5 million
higher than operating profit in 1997 primarily the result of a $108 per ounce
decrease (34%) in the cash cost of gold sold offset, in part, by a $85 per ounce
decrease (20%) in the selling price of gold. Production costs were lower in 1998
primarily due to a weaker Australian dollar. In addition, Stawell's costs in
1997 were negatively impacted by temporary unfavorable ground conditions and
the collapse of a new ventilation shaft during its construction resulting in
lower production and higher costs.
As of September 30, 1998, approximately 21% of Mineral Ventures' share of the
total proven and probable reserves had been sold forward under forward sales
contracts that mature periodically through mid-2000. Based on contracts in place
and current market conditions, full year 1998 average realizations are expected
to be between $330 and $335 per ounce of gold sold. At September 30, 1998,
remaining proven and probable gold reserves at the Stawell mine were estimated
at 382 thousand ounces.
Other operating expense, net, was $1.7 million and $4.0 million in the three and
nine months ended September 30, 1998, respectively, compared to $1.4 million and
$3.2 million in the three and nine months ended September 30, 1997,
respectively. It includes equity earnings from joint ventures, primarily
consisting of Mineral Ventures' 17% indirect interest in Stawell's operations
and gold exploration costs for all operations excluding Stawell.
In addition to its interest in Stawell, Mineral Ventures has a 17% indirect
interest through MPI in the Silver Swan base metals property in Western
Australia. In October 1998 MPI announced its intent to sell its 50% interest in
the Black Swan Nickel Joint Venture (including the Silver Swan mine) to one of
its shareholders, Outokumpu, subject to conditions precedent, for a combination
of cash and Outokumpu's share holding in MPI. This transaction was completed in
November 1998. As a result of this transaction Mineral Ventures' current 34.1%
share of ownership in MPI has increased to approximately 45% on a fully diluted
basis. MPI will continue its gold mining and exploration programs in Australia
and North America.
----
84
<PAGE>
<PAGE>
FOREIGN OPERATIONS
A portion of the Minerals Group's financial results is derived from activities
in Australia, which has a local currency other than the U.S. dollar. Because the
financial results of the Minerals Group are reported in U.S. dollars, they are
affected by the changes in the value of the foreign currency in relation to the
U.S. dollar. Rate fluctuations may adversely affect transactions which are
denominated in the Australian dollar. The Minerals Group routinely enters into
such transactions in the normal course of its business. The Company, on behalf
of the Minerals Group, from time to time, uses foreign currency forward
contracts to hedge the currency risks associated with certain transactions.
Similarly, Mineral Ventures. MPI affiliate primarily utilizes forward sales
contracts to hedge certain currency and gold price exposures related to its
operations. Realized and unrealized gains and losses on these contracts are
deferred and recognized as part of the specific transaction hedged.
The Minerals Group is also subject to other risks customarily associated with
doing business in foreign countries, including labor and economic conditions.
CORPORATE EXPENSES
A portion of the Company's corporate general and administrative expenses and
other shared services has been allocated to the Minerals Group based on
utilization and other methods and criteria which management believes to be a
reasonable and equitable estimate of the costs attributable to the Minerals
Group. These attributions were $1.5 million for the third quarter of both 1998
and 1997 and $7.2 million and $4.4 million for the first nine months of 1998 and
1997, respectively. Corporate expenses in the nine months of 1998 include
additional expenses of approximately $5.8 million related to a retirement
agreement between the Company and its former Chairman and CEO. Approximately
$2.0 million of this $5.8 million of expenses have been attributed to the
Minerals Group. Corporate expenses in the 1998 year-to-date period also include
costs associated with a severance agreement with a former member of the
Company's senior management.
OTHER OPERATING INCOME, NET
Other operating income, net increased $7.5 million and $6.9 million for the
three and nine month periods ended September 30, 1998, respectively. Other
operating income, net principally includes equity in earnings of unconsolidated
affiliates, royalty income and gains and losses from sales of coal property and
equipment. The increase in the third quarter of 1998 relates to a $5.4 million
gain on the sale of idle coal properties and a loading dock facility, combined
with a $2.6 million gain on a favorable litigation settlement. The increase in
the nine month period of 1998 is due to higher gains on asset sales and
litigation settlements.
NET INTEREST EXPENSE
Net interest expense decreased $0.4 million and $0.7 million in the three and
nine month periods ended September 30, 1998 and 1997, respectively. The decrease
is due to lower average borrowings during the 1998 periods.
INCOME TAXES
In all the 1998 and 1997 periods presented, a credit for income taxes was
recorded, due primarily to tax benefits of percentage depletion coupled with the
benefits of pre-tax losses in certain of those periods.
FINANCIAL CONDITION
A portion of the Company's corporate assets and liabilities has been attributed
to the Minerals Group based upon utilization of the shared services from which
assets and liabilities are generated. Management believes this attribution to be
a reasonable and equitable estimate of the costs attributable to the Minerals
Group.
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<PAGE>
CASH FLOW REQUIREMENTS
Operating activities for the first nine months of 1998 used cash of $3.1
million, compared to cash provided of $3.4 million of cash provided in 1997. In
the 1998 period, cash flow from operations declined due to lower earnings
combined with an increase in the amount required to fund operating assets and
liabilities. Offsetting these operating requirements was approximately $23
million in cash proceeds from the sales of Elkay Assets, idle coal properties
and the loading dock facility discussed previously. Additional requirements for
capital expenditures and other investing activities, repayments to the Brink's
Group and net costs of share activity, partially offset with additional net
borrowings, resulted in a decrease in cash and cash equivalents of $0.2 million.
CAPITAL EXPENDITURES
Cash capital expenditures for the first nine months of 1998 and 1997 totaled
$18.9 million and $21.9 million, respectively. During the 1998 period, Coal
Operations and Mineral Ventures spent $16.3 million and $2.4 million,
respectively. For full year 1998, the Minerals Group's cash capital expenditures
are expected to approximate $25 million to $30 million, including expenditures
related to the new underground metallurgical coal mine previously discussed.
FINANCING
The Minerals Group intends to fund cash capital expenditures through anticipated
cash flow from operating activities or through operating leases if the latter
are financially attractive. Shortfalls, if any, will be financed through the
Company's revolving credit agreements, other borrowing arrangements or
borrowings from the Brink's Group.
Total debt outstanding at September 30, 1998 was $137.7 million, an increase of
$21.0 million from the $116.7 million outstanding at December 31, 1997. These
increased borrowings, which funded cash flow requirements including repayment of
amounts owed to the Brink's Group, were made primarily under the credit
agreement discussed below.
The Company has a $350.0 million credit agreement with a syndicate of banks (the
"Facility"). The Facility includes a $100.0 million term loan and also permits
additional borrowings, repayments and reborrowings of up to an aggregate of
$250.0 million. As of September 30, 1998 and December 31, 1997, borrowings of
$100.0 million were outstanding under the term loan portion of the Facility and
$103.1 million and $25.9 million, respectively, of additional borrowings were
outstanding under the remainder of the Facility. Of the outstanding amounts
under the Facility at September 30, 1998, and December 31, 1997, $136.3 million
and $115.0 million, respectively, were attributed to the Minerals Group.
RELATED PARTY TRANSACTIONS
At September 30, 1998, under interest bearing borrowing arrangements, the
Minerals Group owed the Brink's Group $7.6 million, a decrease of $19.4 million
from the $27.0 million owed at December 31, 1997. The Minerals Group did not owe
any amounts to the BAX Group at September 30, 1998 or December 31, 1997.
At September 30, 1998, the Brink's Group owed the Minerals Group $19.2 million
versus $19.4 million at December 31, 1997 for tax benefits. Approximately $12.0
million is expected to be paid within one year. Also at September 30, 1998, the
BAX Group owed the Minerals Group $15.1 million versus $18.2 million at December
31, 1997 for tax benefits. Approximately $9.0 million is expected to be paid
within one year.
OFF-BALANCE SHEET INSTRUMENTS
Interest rate contracts - The Company has three interest rate swap agreements
that effectively convert a portion of the interest on its $100.0 million
variable rate term loan to fixed rates. The first fixes the interest rate at
5.84% on $20.0 million in face amount of debt, the second fixes the interest
rate at 5.86% on $20.0 million in face amount of debt, and the third fixes the
interest rate at 5.80% on $20.0 million in face amount of debt. The first two
agreements mature in May 2001, while the third agreement matures in May 2000. As
of September 30, 1998, the fair value adjustment of all of these agreements was
($1.4 million).
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<PAGE>
The Company, on behalf of the Minerals Group, has hedged a portion of its diesel
fuel requirements through several commodity option transactions that are
intended to protect against significant increases in diesel fuel prices. At
September 30, 1998, these transactions aggregated 3.1 million gallons and mature
periodically throughout 1999. 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 of oil and refined products. Thus, the economic gain or loss,
if and upon settlement of the contracts may differ from the fair value of the
contracts at an interim date. At September 30, 1998 the fair value adjustment of
these contracts was not significant.
Foreign currency forward contracts - The Company, on behalf of the Minerals
Group, enters into foreign currency forward contracts, from time to time, with a
maturity of up to two years as a hedge against liabilities denominated in the
Australian dollar. These contracts minimize the Minerals Group's exposure to
exchange rate movements related to cash requirements of Australian operations
denominated in Australian dollars. At September 30, 1998, the notional value of
foreign currency forward contracts outstanding was $14.4 million and the fair
value adjustment approximated ($1.9) million.
Gold contracts - In order to protect itself against downward movements in gold
prices, the Company, on behalf of the Minerals Group, hedges a portion of its
share of gold sales from the Stawell gold mine primarily through forward sales
contracts. At September 30, 1998, 41,000 ounces of gold, representing
approximately 21% of the Minerals Group's share of Stawell's proven and probable
reserves, were sold forward under forward sales contracts that mature
periodically through mid-2000. Because only a portion of its future production
is currently sold forward, the Minerals Group can take advantage of increases
and is exposed to decreases in the spot price of gold. At September 30, 1998,
the fair value of the Minerals Group's forward sales contracts was ($0.7)
million.
READINESS FOR YEAR 2000: SUMMARY
The Year 2000 issue is the result of computer programs being written using two
digits rather than four to define the applicable year. If not corrected, many
date-sensitive applications could fail or create erroneous results by or in the
year 2000. The Minerals Group understands the importance of having systems and
equipment operational through the year 2000 and beyond and is committed to
addressing these challenges while continuing to fulfill its business obligations
to its customers and business partners. Both Coal Operations and Mineral
Ventures have established Year 2000 Project Teams intended to make their
information technology assets, including embedded microprocessors ("IT assets"),
non-IT assets, products, services and infrastructure Year 2000 ready.
READINESS FOR YEAR 2000: STATE OF READINESS
The Minerals Group Year 2000 Project Team has divided its Year 2000 readiness
programs into four phases: (I) assessment, (ii) remediation/replacement, (iii)
testing, and (iv) integration. At September 30, 1998, the majority of the
Group's core IT assets are either already Year 2000 ready or in the testing
or integration phases. Those assets that are not yet Year 2000 ready are
scheduled to be remediated or replaced by the second quarter of 1999, with
testing and integration to begin concurrently. The Minerals Group plans to have
completed all phases of its Year 2000 readiness program on a timely basis prior
to Year 2000. As of September 30, 1998, approximately 75% and 50% of the
Minerals Group's hardware systems and embedded systems, respectively, have been
tested and verified as Year 2000 ready.
As part of their Year 2000 projects, Coal Operations and PMV have sent
questionnaires to significant suppliers, customers and others with which they do
business, regarding their Year 2000 readiness and is attempting to identify
significant problem areas with respect to these business partners. The Minerals
Group is relying on such third parties representations regarding their own
readiness for Year 2000. The extent to which any of these potential problems
may have a material adverse impact on the Minerals Group's operations is being
assessed and will continue to be assessed throughout 1999.
Further, the Minerals Group relies upon government agencies, utility companies,
rail carriers, telecommunication service companies and other service providers
outside of the Minerals Group's control. As with most companies, the companies
of the Minerals Group are vulnerable to significant suppliers' inability to
remedy their own Year 2000 issues. As the Minerals Group cannot fully control
the conduct of its suppliers, there can be no guarantee that Year 2000 problems
originating with a supplier or another third party will not occur.
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<PAGE>
READINESS FOR YEAR 2000: COSTS TO ADDRESS
The Minerals Group anticipates that the costs of Year 2000 identification,
assessment, remediation and testing will approximate $1.0 million, the majority
of which will be incurred by Coal Operations. In addition, the Minerals Group
will incur approximately $0.9 million for costs to purchase and/or development
and implement certain information technology systems whose implementation have
been accelerated as a result of the Year 2000 readiness issue. Again, the
majority of these costs will be incurred by Coal Operations. Of the total
anticipated Minerals Group Year 2000 costs of approximately $1.9 million, $1.0
million was incurred through September 30, 1998 with the remainder to be
incurred through the end of 1999.
READINESS FOR YEAR 2000: THE RISKS OF THE YEAR 2000 ISSUES
The Minerals Group believes that its internal information technology systems
will be renovated successfully prior to year 2000. All "Mission Critical"
systems have been identified that would cause the greatest disruption to the
organization. The failure to correct a material Year 2000 problem could result
in an interruption in, or a failure of, certain normal business activities or
operations. Such failures should have no material or significant adverse effect
on the results of operations, liquidity or financial condition of the Minerals
Group.
The Minerals Group believes it has identified its likely worst case scenario.
The Minerals Group's likely worst case scenario, assuming no external failures
such as power outages or delays in railroad transportation services, could be
delays in invoicing customers and payment of vendors. This likely worst case
scenario, should it occur, is not expected to result in a material impact on the
Minerals Group's financial statements. The Minerals Group production of coal and
gold is not heavily dependent on computer technology and would continue with
limited impact.
READINESS FOR YEAR 2000: CONTINGENCY PLAN
The Minerals Group has not yet developed a contingency plan for dealing with its
most likely worse case scenario. The Minerals Group is expected to develop a
contingency plan. The foundation for the Minerals Group's Year 2000 Program
is to ensure that all mission-critical systems are renovated/replaced
and tested at least three months prior to when a Year 2000 failure might
occur if the program were not undertaken. Year 2000 is the number one
priority within the Minerals Group's IT organization with full support
of the Group's executive management. In addition, as a normal course of
business, the Minerals Group maintains and deploys contingency plans designed
to address various other potential business interruptions. These plans may be
applicable to address the interruption of support provided by third parties
resulting from their failure to be Year 2000 ready.
READINESS FOR YEAR 2000; FORWARD LOOKING INFORMATION
This discussion of the Minerals Group's readiness for Year 2000, including
statements regarding anticipated completion dates for various phases of the
Minerals Group's Year 2000 project, estimated costs for Year 2000 readiness, the
determination of likely worst case scenarios, actions to be taken in the vent of
such worst case scenarios and the impact on the Minerals Group's of any delays
or problems in the implementation of Year 2000 initiatives by the Minerals Group
and/or any public or private sector suppliers and service providers and
customers involve forward looking information which is subject to known and
unknown risks, uncertainties, and contingencies which could cause actual
results, performance or achievements, to differ materially from those which are
anticipated. Such risks, uncertainties and contingencies, many of which are
beyond the control of the Minerals Group, include, but are not limited to,
government regulations and/or legislative initiatives, variations in costs or
expenses relating to the implementation of Year 2000 initiatives, changes in the
scope of improvements to Year 2000 initiatives and delays or problems in the
implementation of Year 2000 initiatives by the Minerals Group and/or any public
or private sector suppliers and service providers and customers.
CAPITALIZATION
The Company has three classes of common stock: Minerals Stock; Pittston Brink's
Group Common Stock ("Brink's Stock") and Pittston BAX Group Common Stock ("BAX
Stock") which were designed to provide shareholders with separate securities
reflecting the performance of the Minerals Group, Brink's Group and BAX Group,
respectively, without diminishing the benefits of remaining a single corporation
or precluding future transactions affecting any of the Groups. The Minerals
Group consists of the Coal Operations and Mineral Ventures operations of the
Company. The Brink's Group consists of the Brink's, Incorporated
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<PAGE>
("Brink's") and the Brink's Home Security, Inc. ("BHS") operations of the
Company. The BAX Group consists of the BAX Global Inc. ("BAX Global") operations
of the Company. The Company prepares separate financial statements for the
Minerals, Brink's and BAX Groups in addition to consolidated financial
information of the Company.
Effective May 4, 1998, the designation of Pittston Burlington Group Common Stock
and the name of the Pittston Burlington Group were changed to Pittston BAX Group
Common Stock and Pittston BAX Group, respectively. All rights and privileges of
the holders of such Stock are otherwise unaffected by such changes. The stock
continues to trade on the New York Stock Exchange under the symbol "PZX".
Under the share repurchase programs authorized by the Board of Directors (the
"Board"), the Company purchased the following shares in the periods presented:
<TABLE>
<CAPTION>
Three Months Nine Months
Ended September 30 Ended September 30
(Dollars in millions) 1998 1997 1998 1997
- ------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Convertible Preferred Stock:
Shares -- 1.5 0.4 1.5
Cost $ -- 0.6 0.1 0.6
Excess carrying amount (a) $ -- 0.1 0.02 0.1
</TABLE>
(a) The excess of the carrying amount of the Series C Convertible Preferred
Stock (the "Convertible Preferred Stock") over the cash paid to holders for
repurchases made during the periods. This amount is deducted from preferred
dividends in the Company's Statement of Operations.
The Company's remaining repurchase authority with respect to the Convertible
Preferred Stock as of September 30, 1998 was $24.2 million. As of September 30,
1998, the Company had remaining authority to purchase over time 1.0 million
shares of Minerals Stock. The remaining aggregate purchase cost limitation for
all common stock was $9.2 million as of September 30, 1998.
In November 1998, the Board authorized a revised common share repurchase
authority program which allows for the purchase, from time to time, of up to 1.0
million shares of Minerals Stock, with an aggregate purchase cost limitation for
all common stock of $25.0 million, such shares are to be purchased from time to
time in the open market or in private transactions, as conditions warrant.
DIVIDENDS
The Board intends to declare and pay dividends, if any, on Minerals Stock based
on the earnings, financial condition, cash flow and business requirements of the
Minerals Group. Since the Company remains subject to Virginia law limitations on
dividends, losses by the Brink's or the BAX Group could affect the Company's
ability to pay dividends in respect of stock relating to the Minerals Group.
Dividends on Minerals Stock are also limited by the Available Minerals Dividend
Amount as defined in the Company's Articles of Incorporation. The Available
Minerals Dividend Amount may be reduced by activity that reduces shareholder's
equity or the fair value of net assets of the Minerals Group. Such activity
includes net losses by the Minerals Group, dividends paid on the Minerals Stock
and the Convertible Preferred Stock, repurchases of Minerals Stock and the
Convertible Preferred Stock, and foreign currency translation losses. At
September 30, 1998, the Available Minerals Dividend Amount was at least $10.5
million.
During the first nine months of 1998 and 1997, the Board declared and the
Company paid cash dividends of 21.25 cents and 48.75 cents, respectively, per
share of Minerals Stock. Dividends paid on the Convertible Preferred Stock in
each of the first nine month periods of 1998 and 1997 were $2.7 million.
In May 1998, the Company reduced the annual dividend rate on Minerals Stock to
10.00 cents per year per share for shareholders as of the May 15, 1998 record
date. Cash made available, if any, from this lower dividend rate will be used to
either reinvest, as suitable opportunities arise, in the Minerals Group
companies or to pay down debt, with a view towards maximizing long-term
shareholder value.
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ACCOUNTING CHANGES
The Minerals Group adopted Statement of Financial Accounting Standards ("SFAS")
No. 130, "Reporting Comprehensive Income", in the first quarter of 1998. SFAS
No. 130 establishes standards for the reporting and display of comprehensive
income and its components in financial statements. Comprehensive income
generally represents all changes in shareholders' equity except those resulting
from investments by or distributions to shareholders. Total comprehensive income
(loss), which is composed of net income (loss) attributable to common shares and
foreign currency translation adjustments, for the quarter ended September 30,
1998 and 1997, respectively, was $0.4 million and ($0.6) million and for the
nine months ended September 30, 1998 and 1997 was ($4.2) million and ($3.6)
million, respectively.
Effective January 1, 1998, the Minerals Group implemented AICPA Statement of
Position ("SOP") No. 98-1 "Accounting for the Costs of Computer Software
Developed for Internal Use". SOP No. 98-1 requires that certain costs related to
the development or purchase of internal-use software be capitalized and
amortized over the estimated useful life of the software.
PENDING ACCOUNTING CHANGES
The Minerals Group will adopt a new accounting standard, SFAS No. 131,
"Disclosures about Segments of an Enterprise and Related Information", in the
financial statements for the year ending December 31, 1998. SFAS No. 131
requires publicly-held companies to report financial and descriptive information
about operating segments in financial statements issued to shareholders for
interim and annual periods. SFAS No. 131 also requires additional disclosures
with respect to products and services, geographic areas of operation, and major
customers. The adoption of this SFAS is not expected to have a material impact
on the financial statements of the Minerals Group.
In June 1998, the Financial Accounting Standards Board issued SFAS No. 133,
"Accounting for Derivative Instruments and Hedging Activities." SFAS No. 133
establishes accounting and reporting standards for derivative instruments and
hedging activities. It requires that an entity recognize all derivatives as
either assets or liabilities in the statement of financial position and measure
those instruments at fair value. This statement is effective for the Minerals
Group for the year beginning January 1, 2000, with early adoption encouraged.
The Minerals Group is currently evaluating the timing of adoption, which may be
soon as the fourth quarter of 1998, and the effect that implementation of the
new standard will have on its results of operations and financial position.
In April 1998, the AICPA issued SOP No. 98-5, "Reporting on the Costs of
Start-Up Activities." SOP No. 98-5, which provides guidance on the reporting of
start-up costs and organization costs, requires that such costs be expensed as
incurred. This SOP is effective for the Minerals Group for the year beginning
January 1, 1999, with early application encouraged. Initial application of the
SOP is required to be reported as a cumulative effect of a change in accounting
principle as of the beginning of the year of adoption. The Minerals Group is
currently evaluating the effect that implementation of the new statement will
have on its results of operations and financial position.
FORWARD LOOKING INFORMATION
Certain of the matters discussed herein, including statements regarding
projected capital spending, labor relations with the UMWA, Coal Act expenses
readiness for Year 2000, repayment of borrowings to the Minerals Group and
expectations with regard to future realizations from metallurgical coal mine
development and coal and gold sales involve forward looking information which
is subject to known and unknown risks, uncertainties and contingencies which
could cause actual results, performance and achievements, to differ materially
from those which are anticipated. Such risks, uncertainties and contingencies,
many of which are beyond the control of the Minerals Group and the Company,
include, but are not limited to, overall economic and business conditions,
the demand for the Minerals Group's products, delays in discussions for a
successor UMWA contract, geological conditions, pricing, and other competitive
factors in the industry, new government regulations and/or legislative
initiatives, variations in the spot prices of coal and gold, the ability of
counter parties to perform, changes in the scope of Year 2000 initiatives
and delays or problems in the implementation of Year 2000 initiatives by
the Minerals Group and/or any public or private sector suppliers, service
providers and customers.
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PART II - OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K
<TABLE>
<S> <C>
(a) Exhibits:
Exhibit
Number
- -------
10(a)* Employment Agreement, dated as of May 4, 1998, between the Registrant and Michael T. Dan
10(b)* Executive Agreement, dated as of May 4, 1998, between the Registrant and Michael T. Dan
10(c)* Executive Agreement, dated as of August 7, 1998, between the Registrant and Robert T. Ritter
10(d)* Severance Agreement, dated as of August 7, 1998, between the Registrant and Robert T. Ritter
27 Financial Data Schedules
(b) The following reports on Form 8-K were filed during the third quarter of 1998:
</TABLE>
Report on Form 8-K/A filed on July 13, 1998, filed as an amendment to the Report
on Form 8-K filed on May 14, 1998, regarding BAX Global's acquisition of Air
Transport International LLC ("ATI"), reporting the Registrant's determination
that ATI is not a significant subsidiary, as defined by Regulation S-X, Rule 1-
02(w);
Report on Form 8-K filed on July 29, 1998, with respect to second quarter 1998
earnings for each of Pittston Brink's Group Common Stock, Pittston BAX Group
Common Stock and Pittston Minerals Group Common Stock; and
Report on Form 8-K filed on September 15, 1998, with respect to certain
anticipated information technology and organizational structure expenses by BAX
Global during the third quarter of 1998.
- ----------------------------
*Management contract or compensatory plan or arrangement.
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<PAGE>
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
THE PITTSTON COMPANY
November 16, 1998 By /s/ Robert T. Ritter
-------------------------------
Robert T. Ritter
(Vice President -
Chief Financial Officer)
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<PAGE>
Exhibit 10(a)
EMPLOYMENT AGREEMENT
AGREEMENT, dated May 4, 1998, between The Pittston Company, a Virginia
corporation (the "Company") and Michael T. Dan, residing at 3206 Monument
Avenue, Richmond, Virginia (the "Executive").
The Company and the Executive agree as follows:
1. Position; Term of Employment. The Company agrees to employ the Executive, and
the Executive agrees to serve the Company, as its President and Chief Executive
Officer. The parties intend that the Executive shall continue to so serve in the
aforesaid capacity throughout the term of this employment agreement (the
"Agreement"). The Company will cause the Executive to be nominated as a member
of the Board of Directors of the Company ("Board") so long as he shall serve in
the aforesaid capacity.
The term of this Agreement shall commence on February 6, 1998 and shall continue
through February 5, 2003 (the "Term"). This Agreement shall replace the existing
Employment Agreement dated November 1, 1996, (the "Prior Agreement") between
Brink's Incorporated ("Brink's") and the Executive, and effective upon the
execution and delivery of this Agreement, the Prior Agreement shall terminate.
In the event of any conflict between the provisions of this Agreement and the
Executive Agreement of even date herewith, the provisions of the Executive
Agreement shall govern.
2. Duties. The Executive throughout the Term of this Agreement shall devote his
full time and undivided attention during normal business hours to the business
and affairs of the Company and its affiliates ("Affiliates"), except for
reasonable vacations and except for illness or incapacity, but nothing in this
Agreement shall preclude the Executive from serving as a director or a member of
an advisory committee of any organization involving no conflict of interest with
the Company (subject to prior approval of his appointment to such position in
certain cases as provided in the last sentence of this Paragraph 2), from
engaging in charitable and community activities, and from managing his personal
investments, provided that such activities do not materially interfere with the
performance of his duties and responsibilities under this
<PAGE>
<PAGE>
Agreement. The Executive shall not accept any proposed appointment to serve as a
director, trustee or the equivalent of any business organization of which the
Executive is not a director, trustee, or the equivalent on the date hereof,
without the prior approval of the Chairman of the Nominating Committee of the
Company's Board.
3. Compensation.
(a) Salary. The Company shall pay to the Executive a salary at the minimum rate
of five hundred twenty-five thousand ($525,000) dollars per year, payable in
equal installments not less frequently than monthly. Such salary shall be
reviewed at least annually, with any increases taking into account, among other
factors, corporate and individual performance and increases, if any, in relevant
cost of living indices.
(b) Benefit Plans. The Executive shall be entitled to participate on a basis
commensurate with his duties and responsibilities as Chief Executive Officer and
President in all applicable retirement and employee benefit plans of the
Company, including the Pension-Retirement Plan, the Pension Equalization Plan,
the Savings-Investment Plan, the 1988 Stock Option Plan, the Key Executives'
Deferred Compensation Program, the Employee Stock Purchase Plan, the Executive
Salary Continuation Plan, the Key Employees' Incentive Plan, The Pittston
Company Tax Planning-Tax Return Preparation and Certification Program, the
Company's charitable matching program and any new incentive plans and such other
plans as may be adopted from time to time during his employment with the
Company.
(c) Business Expenses. During the Term, the Company shall, in accordance with
policies then in effect with respect to payments of expenses, pay or reimburse
the Executive for all reasonable out-of-pocket travel and other expenses (other
than ordinary commuting expenses) incurred by the Executive in performing
services hereunder. All such expenses shall be accounted for in such reasonable
detail as the Company may require.
4. Termination.
(a) Death. In the event of the death of the Executive during the Term of this
Agreement, his salary for the month in which his death occurs shall be
<PAGE>
<PAGE>
paid to his designated beneficiary, or in the absence of such designation, to
the estate or other legal representative of the Executive. Any other death
benefits will be determined in accordance with the terms of the Company's
benefit programs and plans.
(b) Disability. In the event of the Executive's Disability, as hereinafter
defined, the employment of the Executive may be terminated by the Company. In
such event the Executive shall be entitled to compensation in accordance with
the Company's disability compensation practices for senior executives, but in no
event will he receive an amount less than the following:
(i) for the first six months following termination of employment due to
Disability as herein provided, the salary provided for in Paragraph 3(a), above,
at the rate in effect at the time of the commencement of the Disability; and
(ii) following the period referred to in Subparagraph (i) of this Paragraph
4(b), 50 percent of the salary, as in effect immediately prior to commencement
of the period of Disability, for so long as such Disability continues, such
Disability benefits to be made monthly, to February 6, 2003. Any amounts
provided for in this Paragraph 4(b) shall be offset by other long-term
disability benefits provided to the Executive by the Company or under Worker's
Compensation or similar laws, during such period of Disability. During the
period of Disability hereunder or, if shorter, the period ending with the
scheduled expiration date of this Agreement, the Executive shall be entitled to
continued benefit coverage, benefit credits, and perquisites to the extent
available under the benefit programs referred to in Paragraph 3(b). Actual
benefits due under various benefit programs and plans of the Company shall be
determined in accordance with the terms and provisions of such programs and
plans.
"Disability," for purposes of this Agreement, shall mean the Executive's
incapacity due to physical or mental illness causing his absence from his
duties, as defined in Paragraph 2, on a full-time basis for a consecutive period
of more than six months. Any determination of the Executive's Disability made in
good faith by the Board shall be conclusive and binding on the
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Executive. During a period in which salary continuation or Disability payments
are being made pursuant to this Paragraph 4(b), the Executive will, at the
request of the Company, undergo reasonable periodic medical examinations to
confirm the continuation of his Disability.
(c) Termination by the Company for Due Cause. Nothing herein shall prevent the
Company from terminating the Executive's employment for Due Cause. The Executive
shall continue to receive the salary provided for in this Agreement only through
the period ending with the date of such termination as provided in this
Paragraph 4(c). Any rights and benefits he may have under employee benefit plans
and programs of the Company shall be determined in accordance with the terms of
such plans and programs. The term "Due Cause," as used herein, shall mean (i) an
act or acts of dishonesty on the Executive's part which are intended to result
in the Executive's substantial personal enrichment at the expense of the Company
or (ii) repeated material violations by the Executive of the Executive's
obligations hereunder (1) which are demonstrably willful and deliberate on the
Executive's part, (2) which are not due to the Disability of the Executive
(within the meaning of Paragraph 4(c) but without regard to the requirement that
it continue for more than six months and provided that any determination of the
Executive's Disability is made in good faith by the Executive's physician) and
(3) which have not been cured by the Executive within a reasonable time after
written notice to the Executive specifying the nature of such violations.
Notwithstanding the foregoing, the Executive shall not be deemed to have been
terminated for Due Cause without (1) reasonable notice to the Executive setting
forth the reasons for the Company's intention to terminate for Due Cause, (2) an
opportunity for the Executive, together with his counsel, to be heard before the
Board, and (3) delivery to the Executive of a Notice of Termination from the
Board finding that in the good faith opinion of three-quarters (3/4) of the
Board the Executive was guilty of conduct set forth above in clause (i) or (ii)
hereof, and specifying the particulars thereof in detail.
(d) Termination by the Company Other than for Due Cause. The foregoing
notwithstanding, the Company may terminate the Executive's employment for
whatever reasons it deems appropriate; provided, however, that in the event such
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termination is not due to Disability as provided in Paragraph 4(b) or based on
Due Cause as provided in Paragraph 4(c), above, the Executive shall be entitled
either (x) if the Operative Date under the Executive Agreement shall have
occurred, to payments from time to time owing to him under the provisions of the
Executive Agreement, or (y) in all other cases, to a Termination Payment as
hereinafter defined. The term "Termination Payment" shall mean a lump-sum cash
payment equal to (i) his annual salary, as in effect immediately prior to such
termination, multiplied by three plus (ii) the bonus, if any, paid to him in
respect of the immediately preceding fiscal year multiplied by three, plus (iii)
a reasonable sum reflecting the economic equivalent of those employee benefit
programs referred to in Paragraph 3(b) for a three-year period commencing with
his date of termination (but excluding the 1979, 1985 and 1988 Stock Option
Plans, any successor stock option plan and any incentive plan). Actual benefits
due under the various benefit programs and plans shall be determined in
accordance with the terms and provisions of such programs and plans. Following
the Executive's termination of employment under this Paragraph 4(d) the
Executive will have no further obligation to provide services to the Company
pursuant to Paragraphs 1 and 2.
(e) Constructive Termination of Employment by the Company Without Due Cause.
Termination by the Company without Due Cause under Paragraph 4(d) shall be
deemed to have occurred upon the occurrence of any of the following events if
the Executive elects to terminate his employment as a result thereof: (i)
material breach by the Company of this Agreement, including without limitation,
reduction of the Executive's salary below that level provided in Paragraph 3
(a); (ii) a material diminution in the nature or scope of the authorities,
powers, duties, or responsibilities attached to the Executive's position as
described in Paragraphs 1 and 2 as in effect immediately prior to such change in
the nature or scope of the Executive's authorities, powers, duties or
responsibilities or (iii) a requirement by the Company that the Executive,
without his consent, be assigned in such a manner as to require him to move from
the residence he maintains in Richmond, Virginia, on the date hereof.
(f) Voluntary Termination. In the event that the Executive terminates his
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employment at his own volition prior to the expiration of the Term (except as
provided in Paragraph 4(e) above), such termination shall constitute a
"Voluntary Termination" and in such event the Executive shall be limited to the
same rights and benefits as provided in connection with a termination for Due
Cause under Paragraph 4(c), above; provided, however, that in the event of such
Voluntary Termination the Executive shall remain liable to the Company for
damages suffered by the Company as a result of the Executive's breach of his
obligations under this Agreement.
(g) Notice of Termination; Resignation. Any termination by the Company for Due
Cause or for Disability or by the Executive or pursuant to a constructive
termination shall be communicated by Notice of Termination to the other party
hereto given in accordance with Paragraph 12. For purposes of this Agreement, a
"Notice of Termination" means a written notice which (i) indicates the specific
termination provision in this Agreement relied upon, (ii) sets forth in
reasonable detail the facts and circumstances claimed to provide a basis for
termination of the Executive's employment under the provision so indicated and
(iii) if the termination date is other than the date of receipt of such Notice,
specifies the termination date (which date shall not be prior to the date of
such notice or more than 15 days after the giving of such Notice).
Notwithstanding anything in this Agreement to the contrary, in order to be
eligible to receive any payments or benefits hereunder as a result of the
termination of the Executive's employment for any reason, in addition to
fulfilling all other conditions precedent to such receipt, the Executive (if he
has the legal capacity to do so) must resign as a member of the Board and as an
officer and employee of the Company and all Affiliates.
5. Covenant Not to Compete. The Executive agrees that during the Term while he
is employed by the Company, and during the period ending one year after a
Voluntary Termination or a termination by the Company for Due Cause or any other
reason (the "Non-Compete Period"), he shall not compete with any business then
conducted by the Company or any of its Affiliates. For purposes of this
Agreement, the term "compete" shall mean engaging in a business as a more than
ten (10) percent stockholder, an officer, a director, an employee, a partner, an
agent, a consultant, or any other individual or representative capacity if it
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involves:
(i) engaging in the minerals, security, air, ocean or ground freight
transportation or logistics businesses in competition with the Company in any
State or Territory of the United States or in any other country or jurisdiction
in which the Company or any of its Affiliates (which shall mean for purposes of
this Paragraph 5 any entity in which the Company owns, directly or indirectly,
an equity interest of twenty percent (20%) or more) operates at any time during
the Non-Compete Period; or
(ii) rendering services or advice pertaining to the minerals, security, air,
ocean or ground freight transportation or logistics industries to or on behalf
of any person, firm or corporation which is in competition with the Company at
any time during the Non-Compete Period in any State or Territory of the United
States or in any other country or jurisdiction in which the Company or any of
its Affiliates operates during the Non-Compete Period.
In the event the restrictions against engaging in a competitive activity
contained in this Paragraph 5 shall be determined by any court of competent
jurisdiction to be unenforceable by reason of extending for too great a period
of time or over too great a geographic area or by reason of being too extensive
in any other respect, such restrictions shall be interpreted to extend only over
the maximum period of time for which they may be enforceable, and over the
maximum geographic area as to which they may be enforceable and to the maximum
extent in all other respects as to which they may be enforceable, all as
determined by such court in such action.
Clauses (i) and (ii), above, are intended by the Company as separate and
divisible provisions, and if for any reason any one is held to be invalid or
unenforceable, neither the validity nor the enforceability of the other shall
thereby be affected.
6. Protection of Confidential Information, Etc. The Executive acknowledges that
his employment by the Company will, throughout the Term of this Agreement, bring
him into close contact with many confidential affairs of the Company, including
information about costs, profits, markets, sales, products, key personnel,
pricing policies, operational methods, technical processes and know-how and
other business affairs and methods and other information not
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readily available to the public, and plans for future developments. The
Executive further acknowledges that the services to be performed under this
Agreement are of a special and unique character. In recognition of the
foregoing, the Executive covenants and agrees that except as required in
connection with enforcing or defending any rights or claims related to his
employment by the Company, this Agreement or any other agreement between the
Executive and the Company:
(i) during the Term while the Executive is employed by the Company, and for a
period of one year following any Voluntary Termination or a termination by the
Company for Due Cause or any other reason, the Executive shall not, without the
prior written consent of the Board or a person authorized thereby, disclose to
any person other than as required by law or court order, or other than to an
employee of the Company or its Affiliates, or to a person to whom disclosure is
appropriate in connection with the performance by the Executive of his duties as
an executive of the Company (e.g., disclosure to the Company's outside lawyers,
accountants or bankers of financial data properly requested by such persons) any
confidential information obtained by him while in the employ of the Company with
respect to any of the Company's products, services, customers, suppliers,
marketing techniques, methods, or future plans, the disclosure of which will be
damaging to the Company; provided, however, that confidential information shall
not include any information known generally to the public (other than as a
result of unauthorized disclosure by the Executive);
(ii) he will deliver promptly to the Company on termination of his employment,
or at any other time the Company may reasonably so request, at its expense, all
memoranda, notes, records, reports, and other documents (and all copies thereof)
relating to the Company's business, which he obtained while employed by, or
otherwise serving or acting on behalf of, the Company and which he may then
possess or have under his control other than any agreements or plans related to
the Executive's employment by the Company; and
(iii) he will transfer and assign to the Company, all rights of every kind and
character, in perpetuity, in and to any material and/or ideas written,
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suggested or submitted by the Executive which relate to the business of the
Company and all other results and proceeds of the Executive's service hereunder.
The Executive agrees to execute and deliver to the Company such assignments or
other instruments as the Company may require from time to time to evidence its
ownership of the results and proceeds of the Executive's service.
7. Injunctive Relief. The Executive acknowledges that a breach of the
restrictions against engaging in a competitive activity contained in Paragraph 5
and the disclosure of confidential information contained in Paragraph 6 will
cause irreparable damage to the Company, the exact amount of which will be
difficult to ascertain, and that the remedies at law for any such breach will be
inadequate. Accordingly, the Executive and the Company agree that if the
Executive breaches the restrictions on engaging in a competitive activity or on
the disclosure of confidential information contained in Paragraphs 5 and 6, then
the Company shall be entitled to injunctive relief, without posting bond or
other security.
8. Successors and Assigns.
(a) Assignment by the Company. This Agreement shall be binding upon and inure to
the benefit of the Company or any corporation or other entity to which the
Company may transfer all or substantially all of its assets and business and to
which the Company may assign this Agreement, in which case the term "Company,"
as used herein, shall mean such corporation or other entity, provided that no
such assignment shall relieve the Company from any obligations hereunder,
whether arising prior to or after such assignment.
(b) Assignment by the Executive. The Executive may not assign this Agreement or
any part hereof without the prior written consent of the Company; provided,
however, that nothing herein shall preclude the Executive from designating one
or more beneficiaries to receive any amount that may be payable following
occurrence of his legal incompetency or his death and shall not preclude the
legal representative of his estate from assigning any right hereunder to the
person or persons entitled thereto under his will or, in the case of intestacy,
to the person or persons entitled thereto under the laws of intestacy applicable
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to his estate. The term "beneficiaries," as used in this Agreement, shall mean a
beneficiary or beneficiaries so designated to receive any such amount or, if no
beneficiary has been so designated, the legal representative of the Executive
(in the event of his incompetency) or the Executive's estate.
9. Governing Law. This Agreement shall be governed by the laws of the
Commonwealth of Virginia.
10. Entire Agreement. This Agreement and the Executive Agreement contain all of
the understandings and representations between the parties hereto pertaining to
the matters referred to herein, and supersede all undertakings and agreements,
whether oral or in writing, previously entered into by them with respect
thereto, including, without limitation, the Prior Agreement. This Agreement and
the Executive Agreement may only be modified by an instrument in writing.
11. Waiver of Breach. The waiver by any party of a breach of any condition or
provision of this Agreement to be performed by such other party shall not
operate or be construed to be a waiver of a similar or dissimilar provision or
condition at the same or any prior or subsequent time.
12. Notices. Any notice to be given hereunder shall be in writing and delivered
personally, or sent by certified mail, postage prepaid, return receipt
requested, addressed to the party concerned at the address indicated below or to
such other address as such party may subsequently give notice of hereunder in
writing:
If to the Company:
The Pittston Company
1000 Virginia Center Parkway
P.0. Box 4229
Glen Allen, VA 23058-4229
Attention: Corporate Secretary
If to the Executive:
Michael T. Dan
3206 Monument Avenue
Richmond Virginia 23221
13. Arbitration. Any controversy or claim arising out of or relating to this
Agreement, or any breach thereof, shall be settled by arbitration in accordance
with the rules of the American Arbitration Association then in effect in the
Commonwealth of Virginia and judgment upon such award rendered by the
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arbitrators may be entered in any court having jurisdiction thereof. The board
of arbitrators shall consist of one arbitrator to be appointed by the Company,
one by the Executive, and one by the two arbitrators so chosen. The arbitration
shall be held at such place as may be agreed upon at the time by the parties to
the arbitration. The cost of arbitration shall be borne among the parties to the
arbitration as determined by the arbitrators. It is the intention of the parties
that to the extent the Executive's position is upheld, his expenses (including
cost of witnesses, evidence, and attorneys), as determined by the arbitrators,
shall be reimbursed to him by the Company.
14. Employment at Will. This Agreement does not affect the at will status of the
Executive's employment with the Company and either the Executive or the Company
may terminate the Executive's employment with the Company at any time subject to
the terms of this Agreement.
15. Withholding. Anything to the contrary notwithstanding, all payments required
to be made by the Company hereunder to the Executive or his estate or
beneficiaries shall be subject to the withholding of such amounts relating to
taxes as the Company may reasonably determine it should withhold pursuant to any
applicable law or regulation. In lieu of withholding such amounts, in whole or
in part, the Company may, in its sole discretion, accept other provisions for
payment of taxes and withholdings as required by law, provided it is satisfied
that all requirements of law affecting its responsibilities to withhold have
been satisfied.
16. Severability. In the event that any provision or portion of this Agreement
shall be determined to be invalid or unenforceable for any reason, the remaining
provisions or portions of this Agreement shall be unaffected thereby and shall
remain in full force and effect to the fullest extent permitted by law.
17. Titles. Titles to the paragraphs in this Agreement are intended solely for
convenience and no provision of this Agreement is to be construed by reference
to the title of any paragraph.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date and
year first above written.
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THE PITTSTON COMPANY
By /s/ Frank T. Lennon
Frank T. Lennon
Vice President - Human
Resources and
Administration
BRINK'S, INCORPORATED
By /s/ Mari Jo Flanagan
Mari Jo Flanagan
Vice President
MICHAEL T. DAN
/s/ Michael T. Dan
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EXHIBIT 10(b)
EMPLOYMENT AGREEMENT
AGREEMENT, dated May 4, 1998, between The Pittston Company, a Virginia
corporation (the "Company"), Brink's Incorporated, a Delaware corporation
("Brink's") and Michael T. Dan, residing at 3206 Monument Avenue, Richmond,
Virginia (the "Executive").
The Company and the Executive agree as follows:
1. Position; Term of Employment. The Company agrees to employ the Executive, and
the Executive agrees to serve the Company, as its President and Chief Executive
Officer. The parties intend that the Executive shall continue to so serve in the
aforesaid capacity throughout the term of this employment agreement (the
"Agreement"). The Company will cause the Executive to be nominated as a member
of the Board of Directors of the Company ("Board") so long as he shall serve in
the aforesaid capacity.
The term of this Agreement shall commence on February 6, 1998 and shall continue
through February 5, 2003 (the "Term"). This Agreement shall replace the existing
Employment Agreement dated November 1, 1996, (the "Prior Agreement") between
Brink's and the Executive, and effective upon the execution and delivery of this
Agreement, the Prior Agreement shall terminate. In the event of any conflict
between the provisions of this Agreement and the Executive Agreement of even
date herewith, the provisions of the Executive Agreement shall govern.
2. Duties. The Executive throughout the Term of this Agreement shall devote his
full time and undivided attention during normal business hours to the business
and affairs of the Company and its affiliates ("Affiliates"), except for
reasonable vacations and except for illness or incapacity, but nothing in this
Agreement shall preclude the Executive from serving as a director or a member of
an advisory committee of any organization involving no conflict of interest with
the Company (subject to prior approval of his appointment to such position in
certain cases as provided in the last sentence of this Paragraph 2), from
engaging in charitable and community activities, and from managing his personal
investments, provided that such activities do not materially interfere with the
performance of his duties and responsibilities under this Agreement. The
Executive shall not accept any proposed appointment to serve as a director,
trustee or the equivalent of any business organization of which the Executive is
not a director, trustee, or the equivalent on the date hereof, without the prior
approval of the Chairman of the Nominating Committee of the Company's Board.
3. Compensation.
(a) Salary. The Company shall pay to the
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Executive a salary at the minimum rate of five hundred twenty-five thousand
($525,000) dollars per year, payable in equal installments not less frequently
than monthly. Such salary shall be reviewed at least annually, with any
increases taking into account, among other factors, corporate and individual
performance and increases, if any, in relevant cost of living indices.
(b) Benefit Plans. The Executive shall be entitled to participate on a basis
commensurate with his duties and responsibilities as Chief Executive Officer and
President in all applicable retirement and employee benefit plans of the
Company, including the Pension-Retirement Plan, the Pension Equalization Plan,
the Savings-Investment Plan, the 1988 Stock Option Plan, the Key Executives'
Deferred Compensation Program, the Employee Stock Purchase Plan, the Executive
Salary Continuation Plan, the Key Employees' Incentive Plan, The Pittston
Company Tax Planning-Tax Return Preparation and Certification Program, the
Company's charitable matching program and any new incentive plans and such other
plans as may be adopted from time to time during his employment with the
Company.
(c) Business Expenses. During the Term, the Company shall, in accordance with
policies then in effect with respect to payments of expenses, pay or reimburse
the Executive for all reasonable out-of-pocket travel and other expenses (other
than ordinary commuting expenses) incurred by the Executive in performing
services hereunder. All such expenses shall be accounted for in such reasonable
detail as the Company may require.
4. Termination.
(a) Death. In the event of the death of the Executive during the Term of this
Agreement, his salary for the month in which his death occurs shall be paid to
his designated beneficiary, or in the absence of such designation, to the estate
or other legal representative of the Executive. Any other death benefits will be
determined in accordance with the terms of the Company's benefit programs and
plans.
(b) Disability. In the event of the Executive's Disability, as hereinafter
defined, the employment of the Executive may be terminated by the Company. In
such event the Executive shall be entitled to compensation in accordance with
the Company's disability compensation practices for senior executives, but in no
event will he receive an amount less than the following:
(i) for the first six months following termination of employment due to
Disability as herein provided, the salary provided for in Paragraph 3(a), above,
at the rate in effect at the time of the commencement of the Disability; and
(ii) following the period referred to in Subparagraph (i) of this Paragraph
4(b),
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50 percent of the salary, as in effect immediately prior to commencement
of the period of Disability, for so long as such Disability continues, such
Disability benefits to be made monthly, to February 6, 2003.
Any amounts provided for in this Paragraph 4(b) shall be offset by other
long-term disability benefits provided to the Executive by the Company or under
Worker's Compensation or similar laws, during such period of Disability. During
the period of Disability hereunder or, if shorter, the period ending with the
scheduled expiration date of this Agreement, the Executive shall be entitled to
continued benefit coverage, benefit credits, and perquisites to the extent
available under the benefit programs referred to in Paragraph 3(b). Actual
benefits due under various benefit programs and plans of the Company shall be
determined in accordance with the terms and provisions of such programs and
plans.
"Disability," for purposes of this Agreement, shall mean the Executive's
incapacity due to physical or mental illness causing his absence from his
duties, as defined in Paragraph 2, on a full-time basis for a consecutive period
of more than six months. Any determination of the Executive's Disability made in
good faith by the Board shall be conclusive and binding on the Executive. During
a period in which salary continuation or Disability payments are being made
pursuant to this Paragraph 4(b), the Executive will, at the request of the
Company, undergo reasonable periodic medical examinations to confirm the
continuation of his Disability.
(c) Termination by the Company for Due Cause. Nothing herein shall prevent the
Company from terminating the Executive's employment for Due Cause. The Executive
shall continue to receive the salary provided for in this Agreement only through
the period ending with the date of such termination as provided in this
Paragraph 4(c). Any rights and benefits he may have under employee benefit plans
and programs of the Company shall be determined in accordance with the terms of
such plans and programs. The term "Due Cause," as used herein, shall mean (i) an
act or acts of dishonesty on the Executive's part which are intended to result
in the Executive's substantial personal enrichment at the expense of the Company
or (ii) repeated material violations by the Executive of the Executive's
obligations hereunder (1) which are demonstrably willful and deliberate on the
Executive's part, (2) which are not due to the Disability of the Executive
(within the meaning of Paragraph 4(c) but without regard to the requirement that
it continue for more than six months and provided that any determination of the
Executive's Disability is made in good faith by the Executive's physician) and
(3) which have not been cured by the Executive within a reasonable time after
written notice to the Executive specifying the nature of such violations.
Notwithstanding the foregoing, the Executive shall not be deemed to have been
terminated for Due Cause without (1) reasonable notice to the Executive setting
forth the reasons for the Company's intention to
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terminate for Due Cause, (2) an opportunity for the Executive, together
with his counsel, to be heard before the Board, and (3) delivery to the
Executive of a Notice of Termination from the Board finding that in the good
faith opinion of three-quarters (3/4) of the Board the Executive was guilty of
conduct set forth above in clause (i) or (ii) hereof, and specifying the
particulars thereof in detail.
(d) Termination by the Company Other than for Due Cause. The foregoing
notwithstanding, the Company may terminate the Executive's employment for
whatever reasons it deems appropriate; provided, however, that in the event such
termination is not due to Disability as provided in Paragraph 4(b) or based on
Due Cause as provided in Paragraph 4(c), above, the Executive shall be entitled
either (x) if the Operative Date under the Executive Agreement shall have
occurred, to payments from time to time owing to him under the provisions of the
Executive Agreement, or (y) in all other cases, to a Termination Payment as
hereinafter defined. The term "Termination Payment" shall mean a lump-sum cash
payment equal to (i) his annual salary, as in effect immediately prior to such
termination, multiplied by three plus (ii) the bonus, if any, paid to him in
respect of the immediately preceding fiscal year multiplied by three, plus (iii)
a reasonable sum reflecting the economic equivalent of those employee benefit
programs referred to in Paragraph 3(b) for a three-year period commencing with
his date of termination (but excluding the 1979, 1985 and 1988 Stock Option
Plans, any successor stock option plan and any incentive plan). Actual benefits
due under the various benefit programs and plans shall be determined in
accordance with the terms and provisions of such programs and plans. Following
the Executive's termination of employment under this Paragraph 4(d) the
Executive will have no further obligation to provide services to the Company
pursuant to Paragraphs 1 and 2.
(e) Constructive Termination of Employment by the Company Without Due Cause.
Termination by the Company without Due Cause under Paragraph 4(d) shall be
deemed to have occurred upon the occurrence of any of the following events if
the Executive elects to terminate his employment as a result thereof: (i)
material breach by the Company of this Agreement, including without limitation,
reduction of the Executive's salary below that level provided in Paragraph 3
(a); (ii) a material diminution in the nature or scope of the authorities,
powers, duties, or responsibilities attached to the Executive's position as
described in Paragraphs 1 and 2 as in effect immediately prior to such change in
the nature or scope of the Executive's authorities, powers, duties or
responsibilities or (iii) a requirement by the Company that the Executive,
without his consent, be assigned in such a manner as to require him to move from
the residence he maintains in Richmond, Virginia, on the date hereof.
(f) Voluntary Termination. In the event that the Executive terminates his
employment at his own volition prior to the expiration of the Term (except as
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provided in Paragraph 4(e) above), such termination shall constitute a
"Voluntary Termination" and in such event the Executive shall be limited to the
same rights and benefits as provided in connection with a termination for Due
Cause under Paragraph 4(c), above; provided, however, that in the event of such
Voluntary Termination the Executive shall remain liable to the Company for
damages suffered by the Company as a result of the Executive's breach of his
obligations under this Agreement.
(g) Notice of Termination; Resignation. Any termination by the Company for Due
Cause or for Disability or by the Executive or pursuant to a constructive
termination shall be communicated by Notice of Termination to the other party
hereto given in accordance with Paragraph 12. For purposes of this Agreement, a
"Notice of Termination" means a written notice which (i) indicates the specific
termination provision in this Agreement relied upon, (ii) sets forth in
reasonable detail the facts and circumstances claimed to provide a basis for
termination of the Executive's employment under the provision so indicated and
(iii) if the termination date is other than the date of receipt of such Notice,
specifies the termination date (which date shall not be prior to the date of
such notice or more than 15 days after the giving of such Notice).
Notwithstanding anything in this Agreement to the contrary, in order to be
eligible to receive any payments or benefits hereunder as a result of the
termination of the Executive's employment for any reason, in addition to
fulfilling all other conditions precedent to such receipt, the Executive (if he
has the legal capacity to do so) must resign as a member of the Board and as an
officer and employee of the Company and all Affiliates.
5. Covenant Not to Compete. The Executive agrees that during the Term while he
is employed by the Company, and during the period ending one year after a
Voluntary Termination or a termination by the Company for Due Cause or any other
reason (the "Non-Compete Period"), he shall not compete with any business then
conducted by the Company or any of its Affiliates. For purposes of this
Agreement, the term "compete" shall mean engaging in a business as a more than
ten (10) percent stockholder, an officer, a director, an employee, a partner, an
agent, a consultant, or any other individual or representative capacity if it
involves:
(i) engaging in the minerals, security, air, ocean or ground freight
transportation or logistics businesses in competition with the Company in any
State or Territory of the United States or in any other country or jurisdiction
in which the Company or any of its Affiliates (which shall mean for purposes of
this Paragraph 5 any entity in which the Company owns, directly or indirectly,
an equity interest of twenty percent (20%) or more) operates at any time during
the Non-Compete Period; or
(ii) rendering services or advice pertaining to the minerals, security, air,
ocean or ground freight transportation or logistics industries to
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or on behalf of any person, firm or corporation which is in competition
with the Company at any time during the Non-Compete Period in any State or
Territory of the United States or in any other country or jurisdiction in which
the Company or any of its Affiliates operates during the Non-Compete Period.
In the event the restrictions against engaging in a competitive activity
contained in this Paragraph 5 shall be determined by any court of competent
jurisdiction to be unenforceable by reason of extending for too great a period
of time or over too great a geographic area or by reason of being too extensive
in any other respect, such restrictions shall be interpreted to extend only over
the maximum period of time for which they may be enforceable, and over the
maximum geographic area as to which they may be enforceable and to the maximum
extent in all other respects as to which they may be enforceable, all as
determined by such court in such action. Clauses (i) and (ii), above, are
intended by the Company as separate and divisible provisions, and if for any
reason any one is held to be invalid or unenforceable, neither the validity nor
the enforceability of the other shall thereby be affected.
6. Protection of Confidential Information, Etc. The Executive acknowledges that
his employment by the Company will, throughout the Term of this Agreement, bring
him into close contact with many confidential affairs of the Company, including
information about costs, profits, markets, sales, products, key personnel,
pricing policies, operational methods, technical processes and know-how and
other business affairs and methods and other information not readily available
to the public, and plans for future developments. The Executive further
acknowledges that the services to be performed under this Agreement are of a
special and unique character. In recognition of the foregoing, the Executive
covenants and agrees that except as required in connection with enforcing or
defending any rights or claims related to his employment by the Company, this
Agreement or any other agreement between the Executive and the Company:
(i) during the Term while the Executive is employed by the Company, and for a
period of one year following any Voluntary Termination or a termination by the
Company for Due Cause or any other reason, the Executive shall not, without the
prior written consent of the Board or a person authorized thereby, disclose to
any person other than as required by law or court order, or other than to an
employee of the Company or its Affiliates, or to a person to whom disclosure is
appropriate in connection with the performance by the Executive of his duties as
an executive of the Company (e.g., disclosure to the Company's outside lawyers,
accountants or bankers of financial data properly requested by such persons) any
confidential information obtained by him while in the employ of the Company with
respect to any of
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the Company's products, services, customers, suppliers,
marketing techniques, methods, or future plans, the disclosure of which will be
damaging to the Company; provided, however, that confidential information shall
not include any information known generally to the public (other than as a
result of unauthorized disclosure by the Executive);
(ii) he will deliver promptly to the Company on termination of his employment,
or at any other time the Company may reasonably so request, at its expense, all
memoranda, notes, records, reports, and other documents (and all copies thereof)
relating to the Company's business, which he obtained while employed by, or
otherwise serving or acting on behalf of, the Company and which he may then
possess or have under his control other than any agreements or plans related to
the Executive's employment by the Company; and
(iii) he will transfer and assign to the Company, all rights of every kind and
character, in perpetuity, in and to any material and/or ideas written, suggested
or submitted by the Executive which relate to the business of the Company and
all other results and proceeds of the Executive's service hereunder. The
Executive agrees to execute and deliver to the Company such assignments or other
instruments as the Company may require from time to time to evidence its
ownership of the results and proceeds of the Executive's service.
7. Injunctive Relief. The Executive acknowledges that a breach of the
restrictions against engaging in a competitive activity contained in Paragraph 5
and the disclosure of confidential information contained in Paragraph 6 will
cause irreparable damage to the Company, the exact amount of which will be
difficult to ascertain, and that the remedies at law for any such breach will be
inadequate. Accordingly, the Executive and the Company agree that if the
Executive breaches the restrictions on engaging in a competitive activity or on
the disclosure of confidential information contained in Paragraphs 5 and 6, then
the Company shall be entitled to injunctive relief, without posting bond or
other security.
8. Successors and Assigns.
(a) Assignment by the Company. This Agreement shall be binding upon and inure
to the benefit of the Company or any corporation or other entity to which the
Company may transfer all or substantially all of its assets and business and to
which the Company may assign this Agreement, in which case the term "Company,"
as used herein, shall mean such corporation or other entity, provided that no
such assignment shall relieve the Company from any obligations hereunder,
whether arising prior to or after such assignment.
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(b) Assignment by the Executive. The Executive may not assign this Agreement or
any part hereof without the prior written consent of the Company; provided,
however, that nothing herein shall preclude the Executive from designating one
or more beneficiaries to receive any amount that may be payable following
occurrence of his legal incompetency or his death and shall not preclude the
legal representative of his estate from assigning any right hereunder to the
person or persons entitled thereto under his will or, in the case of intestacy,
to the person or persons entitled thereto under the laws of intestacy applicable
to his estate. The term "beneficiaries," as used in this Agreement, shall mean a
beneficiary or beneficiaries so designated to receive any such amount or, if no
beneficiary has been so designated, the legal representative of the Executive
(in the event of his incompetency) or the Executive's estate.
9. Governing Law. This Agreement shall be governed by the laws of the
Commonwealth of Virginia.
10. Entire Agreement. This Agreement and the Executive Agreement contain all of
the understandings and representations between the parties hereto pertaining to
the matters referred to herein, and supersede all undertakings and agreements,
whether oral or in writing, previously entered into by them with respect
thereto, including, without limitation, the Prior Agreement. This Agreement and
the Executive Agreement may only be modified by an instrument in writing.
11. Waiver of Breach. The waiver by any party of a breach of any condition or
provision of this Agreement to be performed by such other party shall not
operate or be construed to be a waiver of a similar or dissimilar provision or
condition at the same or any prior or subsequent time.
12. Notices. Any notice to be given hereunder shall be in writing and delivered
personally, or sent by certified mail, postage prepaid, return receipt
requested, addressed to the party concerned at the address indicated below or to
such other address as such party may subsequently give notice of hereunder in
writing:
If to the Company:
The Pittston Company
1000 Virginia Center Parkway
P.0. Box 4229
Glen Allen, VA 23058-4229
Attention: Corporate Secretary
If to the Executive:
Michael T. Dan
3206 Monument Avenue
Richmond Virginia 23221
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13. Arbitration. Any controversy or claim arising out of or relating to this
Agreement, or any breach thereof, shall be settled by arbitration in accordance
with the rules of the American Arbitration Association then in effect in the
Commonwealth of Virginia and judgment upon such award rendered by the
arbitrators may be entered in any court having jurisdiction thereof. The board
of arbitrators shall consist of one arbitrator to be appointed by the Company,
one by the Executive, and one by the two arbitrators so chosen. The arbitration
shall be held at such place as may be agreed upon at the time by the parties to
the arbitration. The cost of arbitration shall be borne among the parties to the
arbitration as determined by the arbitrators. It is the intention of the parties
that to the extent the Executive's position is upheld, his expenses (including
cost of witnesses, evidence, and attorneys), as determined by the arbitrators,
shall be reimbursed to him by the Company.
14. Employment at Will. This Agreement does not affect the at will status of the
Executive's employment with the Company and either the Executive or the Company
may terminate the Executive's employment with the Company at any time subject to
the terms of this Agreement.
15. Withholding. Anything to the contrary notwithstanding, all payments required
to be made by the Company hereunder to the Executive or his estate or
beneficiaries shall be subject to the withholding of such amounts relating to
taxes as the Company may reasonably determine it should withhold pursuant to any
applicable law or regulation. In lieu of withholding such amounts, in whole or
in part, the Company may, in its sole discretion, accept other provisions for
payment of taxes and withhold- ings as required by law, provided it is satisfied
that all requirements of law affecting its responsibilities to withhold have
been satisfied.
16. Severability. In the event that any provision or portion of this Agreement
shall be determined to be invalid or unenforceable for any reason, the remaining
provisions or portions of this Agreement shall be unaffected thereby and shall
remain in full force and effect to the fullest extent permitted by law.
17. Titles. Titles to the paragraphs in this Agreement are intended solely for
convenience and no provision of this Agreement is to be construed by reference
to the title of any paragraph.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date and
year first above written.
THE PITTSTON COMPANY
By /s/ Frank T. Lennon
Frank T. Lennon
Vice President - Human
Resources and
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Administration
BRINK'S, INCORPORATED
By /s/ Mari Jo Flanagan
Mari Jo Flanagan
Vice President
MICHAEL T. DAN
/s/ Michael T. Dan
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Exhibit 10(c)
EXECUTIVE AGREEMENT
dated as of August 7, 1998,
between The Pittston Company,
a Virginia corporation ("the Company"),
and Robert T. Ritter (the "Executive").
The Company and the Executive agree as follows:
SECTION 1. Definitions. As used in this
Agreement:
(a) "Affiliate" has the meaning ascribed thereto
in Rule 12b-2 pursuant to the Securities Exchange Act of
1934, as amended (the "Act").
(b) "Board" means the Board of Directors of the
Company.
(c) "Cause" means (i) an act or acts of
dishonesty on the Executive's part which are intended to
result in the Executive's substantial personal enrichment at
the expense of the Company or (ii) repeated material
violations by the Executive of the Executive's obligations
under Section 3 or Section 11 which are demonstrably willful
and deliberate on the Executive's part and which have not
been cured by the Executive within a reasonable time after
written notice to the Executive specifying the nature of
such violations. Notwithstanding the foregoing, the
Executive shall not be deemed to have been terminated for
Cause without (1) reasonable notice to the Executive setting
forth the reasons for the Company's intention to terminate
for Cause, (2) an opportunity for the Executive, together
with his counsel, to be heard before the Board, and
(3) delivery to the Executive of a Notice of Termination, as
defined in Section 4(d) hereof, from the Board finding that
in the good faith opinion of three-quarters (3/4) of the
Board the Executive was guilty of conduct set forth above in
clause (i) or (ii) hereof, and specifying the particulars
thereof in detail.
(d) A "Change in Control" shall be deemed to
occur (1) upon the approval of the shareholders of the
Company (or if such approval is not required, the approval
of the Board) of (A) any consolidation or merger of the
Company in which the Company is not the continuing or
surviving corporation or pursuant to which the shares of all
classes of the Company's Common Stock would be converted
into cash, securities or other property other than a
consolidation or merger in which holders of the total voting
power in the election of directors of the Company of all
classes of Common Stock outstanding (exclusive of shares
held by the Company's Affiliates) (the "Total Voting Power")
immediately prior to the consolidation or merger will have
the same proportionate ownership of the total voting power
in the election of directors of the surviving corporation
immediately after the consolidation or merger, or (B) any
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sale, lease, exchange or other transfer (in one transaction
or a series of transactions) of all or substantially all the
assets of the Company, (2) when any "person" (as defined in
Section 13(d) of the Act), other than the Company, its
Affiliates or an employee benefit plan or trust maintained
by the Company or its Affiliates, shall become the
"beneficial owner" (as defined in Rule 13d-3 under the Act),
directly or indirectly, of more than 20% of the Total Voting
Power or (3) if at any time during a period of two
consecutive years, individuals who at the beginning of such
period constituted the Board shall cease for any reason to
constitute at least a majority thereof, unless the election
by the Company's shareholders of each new director during
such two-year period was approved by a vote of at least two-
thirds of the directors then still in office who were
directors at the beginning of such two-year period.
(e) "Good Reason" means:
(i) without the Executive's express written con-
sent and excluding for this purpose an isolated, insub-
stantial and inadvertent action not taken in bad faith
and which is remedied by the Company or its Affiliates
promptly after receipt of notice thereof given by the
Executive, (A) the assignment to the Executive of any
duties inconsistent in any respect with the Executive's
position (including status, offices, titles and
reporting requirements), authority, duties or
responsibilities as contemplated by Section 3(a)
hereof, (B) any other action by the Company or its
Affiliates which results in a diminution in such
position, authority, duties or responsibilities, or (C)
any failure by the Company to comply with any of the
provisions of Section 3(b) hereof;
(ii) without the Executive's express written con-
sent, the Company's requiring the Executive's work
location to be other than as set forth in
Section 3(a)(i);
(iii) any failure by the Company to comply with and
satisfy Section 10(a); or
(iv) any breach by the Company of any other
material provision of this Agreement.
(f) "Incapacity" means any physical or mental
illness or disability of the Executive which continues for a
period of six consecutive months or more and which at any
time after such six-month period the Board shall reasonably
determine renders the Executive incapable of performing his
or her duties during the remainder of the Employment Period.
(g) "Operative Date" means the date on which a
Change in Control shall have occurred.
SECTION 2. Employment Period. The Company hereby
agrees to continue the Executive in its employ, and the
Executive hereby agrees to remain in the employ of the
Company subject to the terms and conditions of this Agree-
ment, for the period commencing on the Operative Date and
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ending on the third anniversary of such date (the "Employ-
ment Period").
SECTION 3. Terms of Employment. (a) Position
and Duties. (i) During the Employment Period: (A) the
Executive's position (including status, offices, titles and
reporting requirements), authority, duties and responsibil-
ities shall be at least commensurate in all material
respects with the most significant of those held, exercised
and assigned immediately prior to the Operative Date, and
(B) the Executive's services shall be performed at the loca-
tion at which the Executive was based on the Operative Date
and the Company shall not require the Executive to travel on
Company business to a substantially greater extent than
required immediately before the Operative Date, except for
travel and temporary assignments which are reasonably
required for the full discharge of the Executive's
responsibilities and which are consistent with the
Executive's being so based.
(ii) During the Employment Period, and excluding
any periods of vacation and sick leave to which the
Executive is entitled, the Executive agrees to devote
reasonable attention and time during normal business hours
to the business and affairs of the Company and, to the
extent necessary to discharge the responsibilities assigned
to the Executive hereunder, to use the Executive's reason-
able best efforts to perform faithfully and efficiently such
responsibilities. All such services as an employee or
officer will be subject to the direction and control of the
Chief Executive Officer of the Company or of an appropriate
senior official designated by such Chief Executive Officer.
(b) Compensation. (i) Salary and Bonus.
During the first year of the Executive's Employment Period
the Executive will receive compensation at an annual rate
equal to the sum of (A) a salary ("Annual Base Salary") not
less than the Executive's annualized salary in effect
immediately prior to the Operative Date, plus (B) a bonus
("Annual Bonus") not less than the aggregate amount of the
Executive's highest bonus award under the Key Employees
Incentive Plan or any substitute or successor plan for the
last three calendar years preceding the Operative Date.
During the Employment Period, on each anniversary of the
Operative Date the Executive's compensation in effect on
such anniversary date shall be increased for the remaining
Employment Period by not less than the higher of (A) 5% or
(B) 80% of the percentage change in the Consumer Price Index
(All Urban Consumers) for the twelve month period ended
immediately prior to the month in which such anniversary
date occurs.
(ii) Incentive, Savings and Retirement Plans.
During the Employment Period, the Executive will be entitled
to (A) continue to participate in all incentive, savings
and retirement plans and programs generally applicable to
full-time officers or employees of the Company, including,
without limitation, the Company's Pension-Retirement Plan,
Pension Equalization Plan, Savings-Investment Plan, Employee
Stock Purchase Plan and Key Employees Deferred Compensation
Program, or (B) participate in incentive, savings and
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retirement plans and programs of a successor to the Company
which have benefits that are not less favorable to the
Executive.
(iii) Welfare Benefit Plans. During the
Employment Period, the Executive and/or the Executive's
family or beneficiary, as the case may be, shall be eligible
to (A) participate in and shall receive all benefits under
welfare benefit plans and programs generally applicable to
full-time officers or employees of the Company, including,
without limitation, medical, disability, group life,
accidental death and travel accident insurance plans and
programs, or (B) participate in welfare benefit plans and
programs of a successor to the Company which have benefits
that are not less favorable to the Executive.
(iv) Business Expenses. During the Employment
Period the Company shall, in accordance with policies then
in effect with respect to the payment of expenses, pay or
reimburse the Executive for all reasonable out-of-pocket
travel and other expenses (other than ordinary commuting
expenses) incurred by the Executive in performing services
hereunder. All such expenses shall be accounted for in such
reasonable detail as the Company may require.
(v) Vacations. The Executive shall be entitled
to periods of vacation not less than those to which the
Executive was entitled immediately prior to the Operative
Date.
SECTION 4. Termination of Employment.
(a) Death or Incapacity. The Executive's
employment shall terminate automatically upon the
Executive's death during the Employment Period. The
Executive's employment shall cease and terminate on the date
of determination by the Board that the Incapacity of the
Executive has occurred during the Employment Period
("Incapacity Effective Date").
(b) Cause. The Company may terminate the
Executive's employment for Cause, as defined herein, pursu-
ant to the Board passing a resolution that such Cause
exists.
(c) Good Reason. The Executive may terminate his
or her employment for Good Reason, as defined herein.
(d) Notice of Termination. Any termination by
the Company for Cause or Incapacity, or by the Executive for
Good Reason, shall be communicated by Notice of Termination
to the other party hereto given in accordance with
Section 12 of this Agreement. For purposes of this Agree-
ment, a "Notice of Termination" means a written notice which
(i) indicates the specific termination provision in this
Agreement relied upon, (ii) to the extent applicable, sets
forth in reasonable detail the facts and circumstances
claimed to provide a basis for termination of the
Executive's employment under the provision so indicated,
(iii) in the case of termination by the Company for Cause or
for Incapacity, confirms that such termination is pursuant
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to a resolution of the Board, and (iv) if the Date of
Termination (as defined below) is other than the date of
receipt of such notice, specifies the termination date
(which date shall be not more than 30 days after the giving
of such notice). The failure by the Executive or the
Company to set forth in the Notice of Termination any fact
or circumstance which contributes to a showing of Good
Reason, Incapacity or Cause shall not serve to waive any
right of the Executive or the Company, respectively, here-
under or preclude the Executive or the Company,
respectively, from asserting such fact or circumstance in
enforcing the Executive's or the Company's rights hereunder.
(e) Date of Termination. "Date of Termination"
means (i) if the Executive's employment is terminated by the
Company for Cause or by the Executive for Good Reason, the
date of receipt of the Notice of Termination or any later
date specified therein, as the case may be, (ii) if the
Executive's employment is terminated by the Company other
than for Cause or Incapacity, the Date of Termination shall
be the date on which the Company notifies the Executive of
such termination, and (iii) if the Executive's employment is
terminated by reason of death or Incapacity, the Date of
Termination shall be the date of death of the Executive or
the Incapacity Effective Date, as the case may be.
SECTION 5. Obligations of the Company Upon
Termination. (a) Termination for Good Reason or for
Reasons Other Than for Cause, Death or Incapacity. If,
during the Employment Period, the Company shall terminate
the Executive's employment other than for Cause or
Incapacity or the Executive shall terminate his or her
employment for Good Reason:
(i) the Company shall pay to the Executive in a
lump sum in cash within 30 days after the Date of
Termination the aggregate of the following amounts:
(A) the sum of (1) the Executive's currently
effective Annual Base Salary through the Date of
Termination to the extent not theretofore paid,
(2) the product of (x) the currently effective
Annual Bonus and (y) a fraction, the numerator of
which is the number of days in the current fiscal
year through the Date of Termination, and the
denominator of which is 365 and (3) any
compensation previously deferred by the Executive
(together with any accrued interest or earnings
thereon) and any accrued vacation pay, in each
case to the extent not theretofore paid (the sum
of the amounts described in clauses (1), (2), and
(3) shall be hereinafter referred to as the
"Accrued Obligations"); and
(B) the amount equal to the product of
(1) three and (2) the sum of (x) the Executive's
Annual Base Salary and (y) his or her Annual
Bonus;
(ii) in addition to the retirement benefits to
which the Executive is entitled under the Company's
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Pension-Retirement Plan and Pension Equalization Plan
or any successor plans thereto (collectively, the
"Pension Plans"), the Company shall pay the Executive
the excess of (x) the retirement pension which the
Executive would have accrued under the terms of the
Pension Plans (without regard to any amendment to the
Pension Plans made subsequent to a Change in Control
and on or prior to the Date of Termination, which
amendment adversely affects in any manner the
computation of retirement benefits thereunder),
determined as if the Executive were fully vested
thereunder and had accumulated (after the Date of
Termination) thirty-six additional months of Benefit
Accrual Service credit (as such term is defined in the
Pension Plans) thereunder and treating the amounts paid
under clause (i)(B) of this Section 5(a) as
compensation paid during a thirty-six month period for
purposes of calculating Average Salary and benefits
under the Pension Plans, over (y) the retirement
pension which the Executive had then accrued pursuant
to the provisions of the Pension Plans, such pension
benefits to thereafter be paid and funded in accordance
with the terms of the Pension Plans and the Trust
Agreement dated as of September 16, 1994, by and
between the Company and The Chase Manhattan Bank
(N.A.), as Trustee;
(iii) for three years after the Executive's Date of
Termination, or such longer period as may be provided
by the terms of the appropriate plan, program, practice
or policy, the Company shall continue benefits to the
Executive and/or the Executive's family at least equal
to those which would have been provided to them in
accordance with benefit plans, programs, practices and
policies, including, without limitation, those
described in Section 3(b)(iii) of this Agreement if the
Executive's employment had not been terminated or, if
more favorable to the Executive, as in effect generally
at any time thereafter, provided, however, that if the
Executive becomes reemployed with another employer and
is eligible to receive medical benefits under another
employer-provided plan, the medical benefits shall be
secondary to those provided under such other plan
during such applicable period of eligibility and
further provided, however, that the rights of the
Executive and/or the Executive's family under
Section 4980B(f) of the Code shall commence at the end
of such three-year period;
(iv) the Company shall, at its sole expense as
incurred, provide the Executive with reasonable out-
placement services for a period of up to one year from
the Date of Termination, the provider of which shall be
selected by the Executive in his or her sole discre-
tion;
(v) the Company shall pay in cash, at the request
of the Executive, the spread between the option price
and market value with respect to all unexercised stock
options granted before the Date of Termination, whether
or not such options are exercisable on the date of such
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request. Market value shall be deemed to be the last
closing price for the stock subject to such option on
the New York Stock Exchange on the Date of Termination
or, should the stock cease to be listed on such
Exchange prior to the Date of Termination, on the last
date on which such stock was traded; and
(vi) to the extent not theretofore paid or pro-
vided, the Company shall timely pay or provide to the
Executive any other amounts or benefits required to be
paid or provided or which the Executive is eligible to
receive under any plan, program, policy or practice or
contract or agreement of the Company and its
Affiliates, including earned but unpaid stock and
similar compensation (such other amounts and benefits
shall be hereinafter referred to as the "Other
Benefits").
(b) Death or Incapacity. If the Executive's
employment is terminated by reason of the Executive's death
or Incapacity during the Employment Period, this Agreement
shall terminate without further obligations to the
Executive's legal representatives under this Agreement,
other than for (i) timely payment of Accrued Obligations and
(ii) provision by the Company of death benefits or dis-
ability benefits for termination due to death or Incapacity,
respectively, in accordance with Section 3(b)(iii) as in
effect at the Operative Date or, if more favorable to the
Executive, at the Executive's Date of Termination.
(c) Cause; Other than for Good Reason. If the
Executive's employment shall be terminated for Cause during
the Employment Period, this Agreement shall terminate with-
out further obligations to the Executive other than timely
payment to the Executive of (x) the Executive's currently
effective Annual Base Salary through the Date of
Termination, (y) the amount of any compensation previously
deferred by the Executive and any and all amounts matched by
the Company or any of the Affiliates, including, without
limitation, all proceeds thereof and all amounts
attributable thereto, and (z) Other Benefits, in each case
to the extent theretofore unpaid. If the Executive
voluntarily terminates employment during the Employment
Period, excluding a termination for Good Reason, this
Agreement shall terminate without further obligations to the
Executive, other than for the timely payment of Accrued
Obligations and Other Benefits.
SECTION 6. Non-exclusivity of Rights. Nothing in
this Agreement shall prevent or limit the Executive's con-
tinuing or future participation in any plan, program, policy
or practice provided by the Company or any of its Affiliates
and for which the Executive may qualify, nor, subject to
Section 15(c), shall anything herein limit or otherwise
affect such rights as the Executive may have under any
contract or agreement with the Company or any of its
Affiliates. Amounts which are vested benefits or which the
Executive is otherwise entitled to receive under any plan,
policy, practice or program of or any contract or agreement
with the Company or any of its Affiliates at or subsequent
to the Date of Termination shall be payable in accordance
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with such plan, policy, practice or program or contract or
agreement except as explicitly modified by this Agreement.
SECTION 7. No Mitigation. The Company agrees
that, if the Executive's employment is terminated during the
term of this Agreement for any reason, the Executive is not
required to seek other employment or to attempt in any way
to reduce any amounts payable to the Executive hereunder.
Further, except as provided in Section 5(a)(iii) hereof, the
amount of any payment or benefit provided hereunder shall
not be reduced by any compensation earned by the Executive
as the result of employment by another employer, by
retirement benefits, by offset against any amount claimed to
be owed by the Executive to the Company, or otherwise.
SECTION 8. Full Settlement. Subject to full
compliance by the Company with all of its obligations under
this Agreement, this Agreement shall be deemed to constitute
the settlement of such claims as the Executive might other-
wise be entitled to assert against the Company by reason of
the termination of the Executive's employment for any reason
during the Employment Period. The Company's obligation to
make the payments provided for in this Agreement and other-
wise to perform its obligations hereunder shall not be
affected by any set-off, counterclaim, recoupment, defense
or other claim, right or action which the Company may have
against the Executive or others. In no event shall the
Executive be obligated to seek other employment or take any
other action by way of mitigation of the amounts payable to
the Executive under any of the provisions of this Agreement
and such amounts shall not be reduced, except as explicitly
provided in Section 5(a)(iii), whether or not the Executive
obtains other employment. The Company agrees to pay as
incurred, to the full extent permitted by law, all legal
fees and expenses which the Executive may reasonably incur
as a result of any contest (regardless of the outcome
thereof) by the Company, the Executive or others of the
validity or enforceability of, or liability under, any pro-
vision of this Agreement or any guarantee of performance
thereof.
SECTION 9. Certain Additional Payments by the
Company. Anything in this Agreement to the contrary
notwithstanding, in the event that it shall be determined
that any payment or distribution by the Company to or for
the benefit of the Executive (whether paid or payable or
distributed or distributable) pursuant to the terms of this
Agreement or otherwise (collectively, the "Payments") but
determined without regard to any additional payments
required under this Section 9, would be subject to the
excise tax imposed by Section 4999 of the Internal Revenue
Code of 1986, as amended, the Executive shall be entitled to
receive an additional payment (the "Gross-Up Payment") in an
amount equal to (i) the amount of the excise tax imposed on
the Executive in respect of the Payments (the "Excise Tax")
plus (ii) all federal, state and local income, employment
and excise taxes (including any interest or penalties
imposed with respect to such taxes) imposed on the Executive
in respect of the Gross-Up Payment, such that after payments
of all such taxes (including any applicable interest or
penalties) on the Gross-Up Payment, the Executive retains a
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portion of the Gross-Up Payment equal to the Excise Tax.
SECTION 10. Successors; Binding Agreement.
(a) The Company will require any successor
(whether direct or indirect, by purchase, merger,
consolidation or otherwise) to all or substantially all of
the business or assets of the Company, by agreement, in form
and substance satisfactory to the Executive, expressly to
assume and agree to perform this Agreement in the same
manner and to the same extent that the Company would be
required to perform if no such succession had taken place.
Failure of the Company to obtain such assumption and
agreement prior to the effectiveness of any such succession
will be a breach of this Agreement and entitle the Executive
to compensation from the Company in the same amount and on
the same terms as the Executive would be entitled to
hereunder had the Company terminated the Executive for
reason other than Cause or Incapacity on the succession
date. As used in this Agreement, "the Company" means the
Company as defined in the preamble to this Agreement and any
successor to its business or assets which executes and
delivers the agreement provided for in this Section 10 or
which otherwise becomes bound by all the terms and
provisions of this Agreement by operation of law or other-
wise.
(b) This Agreement shall be enforceable by the
Executive's personal or legal representatives, executors,
administrators, successors, heirs, distributees, devisees
and legatees.
SECTION 11. Non-assignability. This Agreement is
personal in nature and neither of the parties hereto shall,
without the consent of the other, assign or transfer this
Agreement or any rights or obligations hereunder, except as
provided in Section 10 hereof. Without limiting the fore-
going, the Executive's right to receive payments hereunder
shall not be assignable or transferable, whether by pledge,
creation of a security interest or otherwise, other than a
transfer by his or her will or by the laws of descent or
distribution, and, in the event of any attempted assignment
or transfer by the Executive contrary to this Section, the
Company shall have no liability to pay any amount so
attempted to be assigned or transferred.
SECTION 12. Notices. For the purpose of this
Agreement, notices and all other communications provided for
herein shall be in writing and shall be deemed to have been
duly given when delivered or mailed by United States regis-
tered or certified mail, return receipt requested, postage
prepaid, addressed as follows:
If to the Executive: Mr. Robert T. Ritter
1348 Cumberland Drive
Harrisonburg, VA 22801
If to the Company: The Pittston Company
1000 Virginia Center Parkway
P.O. Box 4229
Glen Allen, VA 23058-4229
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Attention of Corporate
Secretary
or to such other address as either party may have furnished
to the other in writing in accordance herewith, except that
notices of change of address shall be effective only upon
receipt.
SECTION 13. Operation of Agreement. (a) This
Agreement shall be effective immediately upon its execution
and continue to be effective so long as the Executive is
employed by the Company or any of its Affiliates. The
provisions of this Agreement do not take effect until the
Operative Date.
(b) Notwithstanding anything in Section 13(a) to
the contrary, this Agreement shall, unless extended by
written agreement of the parties hereto, terminate, without
further action by the parties hereto, on the tenth
anniversary of the date of this Agreement if a Change in
Control shall not have occurred prior to such tenth
anniversary date.
SECTION 14. Governing Law. The validity, inter-
pretation, construction and performance of this Agreement
shall be governed by the laws of the Commonwealth of
Virginia without reference to principles of conflict of
laws.
SECTION 15. Miscellaneous. (a) This Agreement
contains the entire understanding with the Executive with
respect to the subject matter hereof and supersedes any and
all prior agreements or understandings, written or oral,
relating to such subject matter. No provisions of this
Agreement may be modified, waived or discharged unless such
modification, waiver or discharge is agreed to in writing
signed by the Executive and the Company.
(b) The invalidity or unenforceability of any
provision of this Agreement shall not affect the validity or
enforceability of any other provision of this Agreement.
(c) Except as provided herein, this Agreement
shall not be construed to affect in any way any rights or
obligations in relation to the Executive's employment by the
Company or any of its Affiliates prior to the Operative Date
or subsequent to the end of the Employment Period.
(d) This Agreement may be executed in one or more
counterparts, each of which shall be deemed to be an origi-
nal but all of which together will constitute one and the
same Agreement.
(e) The Company may withhold from any benefits
payable under this Agreement all Federal, state, city or
other taxes as shall be required pursuant to any law or
governmental regulation or ruling.
(f) The captions of this Agreement are not part
of the provisions hereof and shall have no force or effect.
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IN WITNESS WHEREOF, the parties have caused this
Agreement to be executed and delivered as of the day and
year first above set forth.
THE PITTSTON COMPANY,
By /s/ Michael T. Dan
Michael T. Dan
President and Chief
Executive Officer
/s/ Robert T. Ritter
Robert T. Ritter
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Exhibit 10(d)
SEVERANCE AGREEMENT
SEVERANCE AGREEMENT dated as of August 7, 1998, between THE PITTSTON COMPANY, a
Virginia corporation ("the Company"), and Robert T. Ritter (the "Executive").
The Executive is to be employed by the Company in a senior executive capacity.
The Company and the Board anticipate that the Executive's contribution to the
growth and success of the Company will be substantial. The Board desires to
reinforce and encourage the attention and dedication by the Executive to the
Company's affairs as a member of the Company's senior management. The Company
believes it to be in the best interests of the Company and its shareholders to
identify and agree upon certain benefits and obligations of the Executive in the
event of the termination of his services and to record those matters in this
severance agreement (the "Agreement").
SECTION 1. Definitions. As used in this Agreement:
(a) "Board" means the Board of Directors of the Company.
(b) "Cause" means (i) an act or acts of dishonesty on the Executive's part which
are intended to result in the Executive's substantial personal enrichment at the
expense of the Company or (ii) repeated material violations by the Executive of
the Executive's obligations hereunder which are demonstrably willful and
deliberate on the Executive's part and which have not been cured by the
Executive within a reasonable time after written notice to the Executive
specifying the nature of such violations. Notwithstanding the foregoing, the
Executive shall not be deemed to have been terminated for Cause without (1)
reasonable notice to the Executive setting forth the reasons for the Company's
intention to terminate for Cause, (2) an opportunity for the Executive, together
with his counsel, to be heard before the Board, and (3) delivery to the
Executive of a Notice of Termination from the Board finding that in the good
faith opinion of three-quarters (3/4) of the Board the Executive was guilty of
conduct set forth above in clause (i) or (ii) hereof, and specifying the
particulars thereof in detail.
(c) "Date of Termination" means (i) if the Executive's employment is terminated
by the Company for Cause or by the Executive for Good Reason, the date of
receipt of the Notice of Termination or any later date specified therein, as the
case may be, (ii) if the Executive's employment is terminated by the Company
other than for Cause or Incapacity, the Date of Termination shall be the date on
which the Company notifies the Executive of such termination, and (iii) if the
Executive's employment is
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terminated by reason of death or Incapacity, the Date of Termination shall be
the date of death of the Executive or the effective date of the Incapacity, as
the case may be.
(d) "Disposition Date" means the earlier of (i) the date of sale, lease,
exchange or other direct or indirect transfer to a person unaffiliated with the
Company of greater than fifty (50%) percent of the assets or shares of Brink's,
Incorporated, Brink's Home Security, Inc., Pittston Coal Company, BAX Global
Inc. or Pittston Mineral Ventures Company, any direct or indirect parent company
of any of the aforementioned companies, or any successor to any such company or
parent company, (ii) the date of the first public announcement of any such sale,
lease, exchange or other transfer which is subsequently completed, and (iii) the
Operative Date (as defined in the Executive Agreement dated as of August 7,
1998, between the Company and the Executive, as the same may from time to time
be amended).
(e) "Good Reason" means:
(i) without the Executive's express written consent and excluding for this
purpose an isolated, insubstantial and inadvertent action not taken in bad faith
and which is remedied by the Company or its affiliates promptly after receipt of
notice thereof given by the Executive, (A) the assignment to the Executive of
any duties inconsistent in any respect with the Executive's position (including
status, offices, titles and reporting requirements), authority, duties or
responsibilities as contemplated by Section 3(i)(A) hereof, or (B) any other
action or inaction by the Company or its affiliates which results in a
diminution in such position, authority, duties or responsibilities;
(ii) without the Executive's express written consent, the Company's requiring
the Executive's work location to be other than as set forth in Section 3(i);
(iii) any failure by the Company to comply with and satisfy Section 10(a); or
(iv) any breach by the Company of any other material provision of this
Agreement.
(f) "Incapacity" means any physical or mental illness or disability of the
Executive which continues for a period of six consecutive months or more and
which at any time after such six-month period the Board shall reasonably
determine renders the Executive incapable of performing his or her duties during
the remainder of the Employment Period.
SECTION 2. Term of Employment Period. This Agreement shall commence on the date
hereof and shall continue in effect for so long as the Executive shall be
employed by the Company or any of its affiliates(the "Employment Period"). In
the event a Change in Control (as defined in the Executive Agreement dated as of
August 7, 1998, between the Company and the Executive, as the same may
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from time to time be amended) shall occur during the Employment Period, this
Agreement shall be unaffected thereby (except as provided in Section 1(d) and
Sections 4(a)(i)(B), 4(a)(ii) and 4(a)(iii)), it being the intention of the
parties hereto that their rights and obligations shall be governed by the terms
of both such agreements such that, in the event of a conflict in terms, the
benefits most favorable to the Executive shall apply; provided that there shall
be no duplication of benefits as a result of the operation of both agreements.
SECTION 3. Terms of Employment. Position and Duties. (i) During the Employment
Period: (A) the Executive's position (including status (for example, base salary
and target bonus), offices, titles and reporting requirements), authority,
duties and responsibilities shall be at least commensurate in all material
respects with the most significant of those held, exercised and assigned
immediately prior to any change thereof, and (B) the Executive's services shall
be performed at the location at which the Executive was based on the date hereof
and the Company shall not require the Executive to travel on Company business to
a substantially greater extent than required immediately before the date hereof,
except for travel and temporary assignments which are reasonably required for
the full discharge of the Executive's responsibilities and which are consistent
with the Executive's being so based.
(ii) During the Employment Period, and excluding any periods of vacation and
sick leave to which the Executive is entitled, the Executive agrees to devote
reasonable attention and time during normal business hours to the business and
affairs of the Company and, to the extent necessary to discharge the
responsibilities assigned to the Executive hereunder, to use the Executive's
reasonable best efforts to perform faithfully and efficiently such
responsibilities. All such services as an employee or officer will be subject to
the direction and control of the Chief Executive Officer of the Company or of an
appropriate senior official designated by such Chief Executive Officer.
SECTION 4. Obligations of the Company Upon Termination of Employment. (a)
Termination for Good Reason or for Reasons Other Than for Cause, Death or
Incapacity. If the Company shall terminate the Executive's employment other than
for Cause or Incapacity or the Executive shall terminate his or her employment
for Good Reason:
(i) the Company shall pay to the Executive in a lump sum in cash (or in stock if
provided by a relevant plan), by the later of (I) 30 days after the Date of
Termination and (II) 10 business days after execution (without subsequent
revocation) by the Executive of the Release required by Section 8(b) of this
Agreement, as defined herebelow, the aggregate of the following amounts:
(A) the sum of (1) the Executive's currently effective annual base salary
through the Date of
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Termination to the extent not theretofore paid, (2) the product of (x) a bonus
("Annual Bonus") not less than the aggregate amount of the Executive's highest
bonus award under the Key Employees Incentive Plan or any substitute or
successor plan for the last three calendar years preceding the Date of
Termination and (y) a fraction, the numerator of which is the number of days in
the current fiscal year through the Date of Termination, and the denominator of
which is 365, (3) any compensation previously deferred by the Executive and any
amounts matched by the Company, whether vested or unvested (together with any
accrued interest or earnings thereon and all amounts attributable thereto, (4)
an amount equal to the value of those unvested benefits payable in stock or cash
which unvested benefits cannot be the subject of accelerated vesting by reason
of the terms of the relevant plans) and (5) any accrued vacation pay, in each
case to the extent not theretofore paid (the sum of the amounts described in
clauses (1) through (5) shall be hereinafter referred to as the "Accrued
Obligations"); and
(B) the amount equal to the product of (1) two and (2) the sum of (x) the
Executive's annual base salary and (y) his or her Annual Bonus; provided,
however that the multiplier in clause (i)(B)(1) of this Section 4(a) shall be
"three" if any such termination of the Executive by the Company for other than
Cause or Incapacity or the Executive for Good Reason were to occur subsequent to
a Disposition Date;
(ii) in addition to the retirement benefits to which the Executive is entitled
under the Company's Pension-Retirement Plan and Pension Equalization Plan or any
successor plans thereto (collectively, the "Pension Plans"), the Company shall
pay the Executive the excess of (x) the retirement pension which the Executive
would have accrued under the terms of the Pension Plans (without regard to any
amendment to the Pension Plans made subsequent to the date hereof, which
amendment adversely affects in any manner the computation of retirement benefits
thereunder), determined as if the Executive were fully vested thereunder and had
accumulated (after the Date of Termination) twenty-four additional months (or
thirty-six if such Date of Termination occurs on or after a Disposition Date) of
Benefit Accrual Service credit (as such term is defined in the Pension Plans)
thereunder and treating the amounts paid under clause (i)(B) of this Section
4(a) as compensation paid during a twenty-four (or thirty-six, as the case may
be) month period for purposes of calculating Average Salary and benefits under
the Pension Plans, over (y) the retirement pension which the Executive had then
accrued pursuant to the provisions of the Pension Plans;
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(iii) for two years after the Executive's Date of Termination (or three years if
such Date of Termination occurs on or after a Disposition Date), or such longer
period as may be provided by the terms of the appropriate plan, program,
practice or policy, the Company shall continue benefits to the Executive and/or
the Executive's family at least equal to those which would have been provided to
them in accordance with benefit plans, programs, practices and policies,
including, without limitation, medical, disability, group life, accidental death
and travel accident insurance plans and programs, if the Executive's employment
had not been terminated or, if more favorable to the Executive, as in effect
generally at any time thereafter, provided, however, that if the Executive
becomes reemployed with another employer and is eligible to receive medical
benefits under another employer-provided plan, the medical benefits shall be
secondary to those provided under such other plan during such applicable period
of eligibility and further provided, however, that the rights of the Executive
and/or the Executive's family under Section 4980B(f) of the Code shall commence
at the end of such two-year (or three-year, as the case may be) period;
(iv) the Company shall, at its sole expense as incurred, provide the Executive
with reasonable out- placement services for a period of up to two years from the
Date of Termination, the provider of which shall be selected by the Executive in
his or her sole discretion;
(v) the Company shall cause to be accelerated and immediately vested and
exercisable all unexercised stock options granted before the Date of
Termination, whether or not such options are exercisable on the Date of
Termination, including, without limitation, the equity retention options granted
in 1993, regardless of whether the retention or non-sale conditions thereto have
been satisfied;
(vi) to the extent not theretofore paid or provided, the Company shall timely
pay or provide to the Executive any other vested amounts or benefits required to
be paid or provided or which the Executive is eligible to receive under any
plan, program, policy or practice or contract or agreement of the Company and
its affiliates, including earned but unpaid stock and similar compensation (such
other amounts and benefits shall be hereinafter referred to as the "Other
Benefits").
(b) Death or Incapacity. If the Executive's employment is terminated by reason
of the Executive's death or Incapacity during the Employment Period, this
Agreement shall terminate without further obligations to the Executive's legal
representatives under this Agreement, other than for (i) timely payment of
Accrued Obligations and (ii) provision by the Company of death benefits or
dis-
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ability benefits for termination due to death or Incapacity, respectively, as in
effect at the date hereof or, if more favorable to the Executive, at the
Executive's Date of Termination.
(c) Cause; Other than for Good Reason. If the Executive's employment shall be
terminated for Cause during the Employment Period, this Agreement shall
terminate without further obligation of the Company to the Executive other than
timely payment to the Executive of (x) the Executive's currently effective
annual base salary through the Date of Termination, (y) the amount of any
compensation previously deferred by the Executive and any and all amounts
matched by the Company or any of its affiliates, including, without limitation,
all proceeds thereof and all amounts attributable thereto, and (z) Other
Benefits, in each case to the extent theretofore unpaid. If the Executive
voluntarily terminates employment during the Employment Period, excluding a
termination for Good Reason, this Agreement shall terminate without further
obligations to the Executive, other than for the timely payment of Accrued
Obligations and Other Benefits.
SECTION 5.
(a) Non-exclusivity of Rights. Nothing in this Agreement shall prevent or limit
the Executive's continuing or future participation in any plan, program, policy
or practice provided by the Company or any of its affiliates and for which the
Executive may qualify, nor shall anything herein limit or otherwise affect such
rights as the Executive may have under any contract or agreement with the
Company or any of its affiliates. Amounts which are vested benefits or which the
Executive is otherwise entitled to receive under any plan, policy, practice or
program of or any contract or agreement with the Company or any of its
Affiliates at or subsequent to the Date of Termination shall be payable in
accordance with such plan, policy, practice or program or contract or agreement
except as explicitly modified by this Agreement.
(b) Additional Compensation. Nothing in this Agreement shall prevent or limit
the Company's ability to augment the benefits payable pursuant to this Agreement
in the event that in the judgment of the Chairman of the Company or the Board of
Directors it is deemed appropriate to provide additional compensation and/or
benefits to the Executive as a result of facts and circumstances deemed relevant
by the Chairman or the Board of Directors.
SECTION 6. No Mitigation. The Company agrees that, if the Executive's employment
is terminated during the term of this Agreement for any reason, the Executive is
not required to seek other employment or to attempt in any way to reduce any
amounts payable to the Executive hereunder. Further, except as provided in
Section 4(iii) hereof, the amount of any payment or benefit provided hereunder
shall not be reduced by any compensation earned by the Executive as the result
of employment by another employer, by retirement benefits, by offset against any
amount claimed to
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be owed by the Executive to the Company, or otherwise.
SECTION 7. Confidential Information. The Executive will not, during the
Employment Period or for a period of three years following a Termination of
Employment, disclose or reveal to any person, firm or corporation (other than to
employees of the Company and its agents and then only as required on a
need-to-know basis in the performance of such employee's or agent's duties) or
use (except as required in the performance of his duties hereunder) any trade
secrets (such as, without limitation, processes, formulae, programs or data) or
other confidential information relating to the business, techniques, products,
operations, customers, know-how and affairs of the Company or any of its
affiliates. All business records, notes, magnetic or electronic media, papers
and documents (including, without limitation, customer lists, estimates, market
surveys, computer programs and correspondence) kept or made by the Executive
relating to the business or products of the Company or any of its affiliates
shall be and remain the property of the Company or the affiliate and shall be
promptly delivered to the Company upon termination of the Employment Period.
SECTION 8. Full Settlement and Form of Release.
(a) Subject to full compliance by the Company with all of its obligations under
this Agreement, this Agreement shall be deemed to constitute the settlement of
such claims as the Executive might otherwise be entitled to assert against the
Company by reason of the termination of the Executive's employment for any
reason during the Employment Period. The Company's obligation to make the
payments provided for in this Agreement and otherwise to perform its obligations
hereunder shall not be affected by any set-off, counterclaim, recoupment,
defense or other claim, right or action which the Company may have against the
Executive or others. The Company agrees to pay as incurred, to the full extent
permitted by law, all legal fees and expenses which the Executive may reasonably
incur as a result of any contest (regardless of the outcome thereof) by the
Company, the Executive or others of the validity or enforceability of, or
liability under, any provision of this Agreement or any guarantee of performance
thereof.
(b) It is expressly agreed by the parties that the benefits provided for under
this Agreement are substantial, and would not be provided without a prior
release (without subsequent revocation) by the Executive of other claims against
the Company and its affiliates. To record that release, upon any termination of
employment pursuant to Section 4(a) of this Agreement, the Executive and the
Company agree to deliver to each other a written release in the form attached to
this Agreement as Exhibit A (the "Release").
SECTION 9. Certain Additional Payments by the Company. Anything in this
Agreement to the contrary
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notwithstanding, in the event that it shall be determined that any payment or
distribution by the Company to or for the benefit of the Executive (whether paid
or payable or distributed or distributable) pursuant to the terms of this
Agreement or otherwise (collectively, the "Payments") but determined without
regard to any additional payments required under this Section 9, would be
subject to the excise tax imposed by Section 4999 of the Internal Revenue Code
of 1986, as amended, the Executive shall be entitled to receive an additional
payment (the "Gross-Up Payment") in an amount equal to (i) the amount of the
excise tax imposed on the Executive in respect of the Payments (the "Excise
Tax") plus (ii) all federal, state and local income, employment and excise taxes
(including any interest or penalties imposed with respect to such taxes) imposed
on the Executive in respect of the Gross-Up Payment, such that after payments of
all such taxes (including any applicable interest or penalties) on the Gross-Up
Payment, the Executive retains a portion of the Gross-Up Payment equal to the
Excise Tax.
SECTION 10. Successors; Binding Agreement.
(a) The Company will require any successor (whether direct or indirect, by
purchase, merger, consolidation or otherwise) to all or substantially all of the
business or assets of the Company, by agreement, in form and substance
satisfactory to the Executive, expressly to assume and agree to perform this
Agreement in the same manner and to the same extent that the Company would be
required to perform if no such succession had taken place. Failure of the
Company to obtain such assumption and agreement prior to the effectiveness of
any such succession will be a breach of this Agreement and entitle the Executive
to compensation from the Company in the same amount and on the same terms as the
Executive would be entitled to hereunder had the Company terminated the
Executive for reason other than Cause or Incapacity on the succession date. As
used in this Agreement, "the Company" means the Company as defined in the
preamble to this Agreement and any successor to its business or assets which
executes and delivers the agreement provided for in this Section 10 or which
otherwise becomes bound by all the terms and provisions of this Agreement by
operation of law or otherwise.
(b) This Agreement shall be enforceable by the Executive's personal or legal
representatives, executors, administrators, successors, heirs, distributees,
devisees and legatees.
SECTION 11. Non-assignability. This Agreement is personal in nature and neither
of the parties hereto shall, without the consent of the other, assign or
transfer this Agreement or any rights or obligations hereunder, except as
provided in Section 10 hereof. Without limiting the foregoing, the Executive's
right to receive payments hereunder shall not be assignable or transferable,
whether by pledge, creation of a security interest or otherwise, other than a
transfer by his or her will or by the laws of descent or distribution, and, in
the event of any attempted assignment
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or transfer by the Executive contrary to this Section, the Company shall have no
liability to pay any amount so attempted to be assigned or transferred.
SECTION 12. Notices. For the purpose of this Agreement, notices and all other
communications provided for herein shall be in writing and shall be deemed to
have been duly given when delivered or mailed by United States registered or
certified mail, return receipt requested, postage prepaid, addressed as follows:
If to the Executive: Robert T. Ritter
1348 Cumberland Drive
Harrisonburg, VA 22801
If to the Company: The Pittston Company
1000 Virginia Center Parkway
P.O. Box 4229
Glen Allen, VA 23058-4229
Attention of Corporate
Secretary
or to such other address as either party may have furnished to the other in
writing in accordance herewith, except that notices of change of address shall
be effective only upon receipt.
SECTION 13. Operation of Agreement; Survival of Obligations. This Agreement
shall be effective immediately upon its execution and continue to be effective
so long as the Executive is employed by the Company or any of its affiliates;
provided, however, that the parties' respective obligations hereunder shall
survive the termination of the Executive's employment for any reason.
SECTION 14. Governing Law. The validity, interpretation, construction and
performance of this Agreement shall be governed by the laws of the Commonwealth
of Virginia without reference to principles of conflict of laws.
SECTION 15. Miscellaneous. (a) This Agreement contains the entire understanding
with the Executive with respect to the subject matter hereof and supersedes any
and all prior agreements or understandings, written or oral, relating to such
subject matter. No provisions of this Agreement may be modified, waived or
discharged unless such modification, waiver or discharge is agreed to in writing
signed by the Executive and the Company.
(b) The invalidity or unenforceability of any provision of this Agreement shall
not affect the validity or enforceability of any other provision of this
Agreement.
(c) Except as provided herein, this Agreement shall not be construed to affect
in any way any rights or obligations in relation to the Executive's employment
by the Company or any of its affiliates prior to the date hereof or subsequent
to the end of the Employment Period. It is expressly understood that subject to
the terms of the
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Executive Agreement referred to in Section 2 hereof, the Executive remains an
employee at the will of the Company.
(d) This Agreement may be executed in one or more counterparts, each of which
shall be deemed to be an original but all of which together will constitute one
and the same Agreement.
(e) The Company may withhold from any benefits payable under this Agreement all
Federal, state, city or other taxes as shall be required pursuant to any law or
governmental regulation or ruling.
(f) The captions of this Agreement are not part of the provisions hereof and
shall have no force or effect.
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed and
delivered as of the day and year first above set forth.
THE PITTSTON COMPANY,
by /s/ Michael T. Dan
Michael T. Dan
President and Chief
Executive Officer
/s/ Robert T. Ritter
Robert T. Ritter
EXHIBIT A
RELEASE dated as of ___________________, between Robert T. Ritter, residing in
the Commonwealth of Virginia (the "Executive") and THE PITTSTON COMPANY, a
Virginia corporation (the "Company").
Subject to the provisions of the penultimate paragraph of this Release, for good
and valuable consideration, receipt of which is hereby acknowledged, the
Executive hereby releases and forever discharges the Company and its affiliates,
absolutely and forever, of and from any and all claims, acts, damages, demands,
benefits, accounts, liabilities, obligations, liens, costs, rights of action,
claims for relief and causes of action of every nature and kind whatsoever, in
law and in equity, both known and unknown, which the Executive ever had, now has
or might in the future have against the Company and/or its affiliates,
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including, but not limited to any and all claims, acts, damages, demands,
benefits, accounts, liabilities, obligations, liens, costs, rights of actions,
claims for relief and causes of action in any way connected with, related to
and/or resulting from the Executive's employment with the Company and its
affiliates, the termination of such employment, possible rights or claims
arising under the Age Discrimination in Employment Act of 1967, and the
compensation, calculation, determination and payment under any and all stock and
benefit plans and termination agreements operative between the Executive and the
Company, including but not limited to claims for bonus or other incentive
compensation, salary, severance, "fringe" benefits, vacation, stock benefits,
retirement benefits, worker's compensation benefits, and unemployment benefits.
In addition, the Executive agrees not to support or participate in the
commencement of any suit or proceeding of any kind against the Company and its
affiliates or against their directors, officers, agents or employees with
respect to any act, event or occurrence or any alleged failure to act, occurring
up to and including the date of the execution of this Release.
The Executive hereby represents that he has not taken any action, directly or
indirectly, at any time on or prior to the date hereof, nor will he take any
such action for two (2) years after the date hereof, to do any of the following:
(a) initiate, seek, offer, propose, participate in, encourage or otherwise
facilitate (i) any acquisition of any securities or assets of the Company (as
defined below) (other than upon the exercise of the Executive's stock options),
(ii) any tender or exchange offer, merger or other extraordinary transaction
with respect to the Company or (iii) any solicitation of proxies or consents to
vote any voting securities of the Company;
(b) otherwise act, alone or with others, to seek to control or influence the
management, board of directors or policies of the Company (other than in
accordance with the instructions of the Chief Executive Officer of the Company);
or
(c) make any comments to third parties, the public or the media that could
reasonably be expected to portray the Company in an adverse light or cause
injury to the businesses and/or reputation of the Company;
provided, however, that nothing in this paragraph shall affect the obligations
of the Executive with respect to confidential information under Section 7 of the
Severance Agreement to which this Release was an Exhibit.
As used herein, the Executive refers to and includes the Executive and his
heirs, executors, administrators, representatives, legatees, devisees, agents,
family predecessors, attorneys, and the successors and
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assigns of each of them. As used herein, references to the Company and to the
Company and/or its affiliates refer to and include The Pittston Company, a
Virginia corporation, and all past and present subsidiaries, divisions, parent
companies, affiliated and/or commonly controlled corporations, companies, and
enterprises, ventures, and projects, and all past and present officers,
directors, trustees, employees, representatives, agents and attorneys thereof,
and the successors and assigns of each of them.
The Company and the Executive hereby warrant and represent to each other that
there has been no assignment, conveyance, encumbrance, hypothecation, pledge or
other transfer of any interest in any matter covered by this Release, and hereby
agree to indemnify, defend, and hold each other harmless of and from any and all
claims, liabilities, damages, costs, expenses, and attorneys' fees incurred as a
result of anyone asserting any such assignment, conveyance, encumbrance,
hypothecation, pledge or transfer.
There is expressly reserved from the effect of this Release any claim which the
Executive may now or hereafter have regarding (a) the Severance Agreement to
which this Release was an Exhibit and the benefits provided for thereunder
including, without limitation, those benefits contemplated by Section 5 of such
Agreement and (b) the provisions of Article VIII of the Restated Certificate of
Incorporation of the Company, as in effect on the date hereof, which
indemnification obligation will continue in full force and effect for the
Executive's actions prior to the date hereof. Without limiting the generality of
the foregoing, also reserved from this Release are the Executive's entitlement
to pension, retirement and other benefits under the terms of the Company's
Pension-Retirement Plan, Pension Equalization Plan, Savings-Investment Plan,
Employee Stock Purchase Plan, Key Employees Deferred Compensation Program and
1988 Stock Option Plan, as amended. In addition, there is reserved from this
Release the Executive's entitlement to such medical and life insurance coverage
as may be provided from time to time under employee benefit plans available to
retired employees of the Company.
The Executive acknowledges that he has had at least twenty-one (21) days to
consider the meaning of this Release and that he should seek advice from an
attorney. Furthermore, once the Executive has signed this Release, he may revoke
this Release during the period of seven (7) business days immediately following
his signing hereof (the "Revocation Period"). This Release will not be effective
or enforceable until the Revocation Period has expired without revocation by the
Executive. Any revocation within this period must be submitted in writing to the
Company and signed by the Executive.
The Executive agrees that he has entered into this Release after having had the
opportunity to consult the advisor of his choice, including an attorney, with
such consultation as he deemed appropriate and has a full understanding of his
<PAGE>
<PAGE>
rights and of the effect of executing this Release, namely, that he waives any
and all non-excluded claims or causes of action against the Company regarding
his employment or termination of employment, including the waiver of claims set
forth above. The Executive further acknowledges that his execution of this
Release is made voluntarily and with full understanding of its consequences and
has not been coerced in any way. This Release may not be changed orally.
Capitalized terms not defined herein shall be as defined in the Agreement.
THE PITTSTON COMPANY
By:___________________________
______________________________
Robert T. Ritter
COMMONWEALTH OF VIRGINIA,)
) ss.:
COUNTY OF HENRICO, )
On this ____ day of _______________ before me personally came Robert T. Ritter,
to me known and known to me to be the individual described in and who executed
the foregoing Release, and duly acknowledged to me that he executed the same.
______________________________
Notary Public
COMMONWEALTH OF VIRGINIA,)
) ss.:
COUNTY OF HENRICO, )
On this ___ day of _______________ before me personally came _________________,
to me known and known to me to be the officer who executed the foregoing Release
on behalf of THE PITTSTON COMPANY, and he duly acknowledged to me that he
executed the same.
______________________________
<PAGE>
<PAGE>
Notary Public
<PAGE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information from The Pittston Company
Form 10Q for the nine months ended September 30, 1998, and is qualified in its
entirety by reference to such financial statements.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-END> SEP-30-1998
<CASH> 69,150
<SECURITIES> 2,732
<RECEIVABLES> 602,090
<ALLOWANCES> 36,463
<INVENTORY> 39,931
<CURRENT-ASSETS> 814,834
<PP&E> 1,378,151
<DEPRECIATION> 559,012
<TOTAL-ASSETS> 2,281,593
<CURRENT-LIABILITIES> 776,642
<BONDS> 332,150
<COMMON> 69,068
0
1,134
<OTHER-SE> 633,473
<TOTAL-LIABILITY-AND-EQUITY> 2,281,593
<SALES> 410,873
<TOTAL-REVENUES> 2,758,700
<CGS> 402,590
<TOTAL-COSTS> 2,695,225
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 17,915
<INTEREST-EXPENSE> 28,001
<INCOME-PRETAX> 54,369
<INCOME-TAX> 20,568
<INCOME-CONTINUING> 33,801
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 33,801
<EPS-PRIMARY> 0<F1>
<EPS-DILUTED> 0<F2>
<FN>
<F1>Pittston Brink's Group - Basic - 1.49
Pittston BAX Group - Basic - (1.22)
Pittston Minerals Group - Basic - (0.32)
<F2>Pittston Brink's Group - Diluted - 1.47
Pittston BAX Group - Diluted - (1.22)
Pittston Minerals Group - Diluted - (0.32)
</FN>
<PAGE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information from The Pittston Company
Form 10Q for the nine months ended September 30, 1997, and is qualified in its
entirety by reference to such financial statements.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-END> SEP-30-1997
<CASH> 59,992
<SECURITIES> 1,662
<RECEIVABLES> 536,602
<ALLOWANCES> 18,734
<INVENTORY> 52,743
<CURRENT-ASSETS> 754,922
<PP&E> 1,150,117
<DEPRECIATION> 513,828
<TOTAL-ASSETS> 2,016,047
<CURRENT-LIABILITIES> 622,285
<BONDS> 269,146
0
1,138
<COMMON> 69,914
<OTHER-SE> 582,296
<TOTAL-LIABILITY-AND-EQUITY> 2,016,047
<SALES> 467,693
<TOTAL-REVENUES> 2,482,279
<CGS> 451,586
<TOTAL-COSTS> 2,366,390
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 6,838
<INTEREST-EXPENSE> 19,268
<INCOME-PRETAX> 103,949
<INCOME-TAX> 31,608
<INCOME-CONTINUING> 72,341
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 72,341
<EPS-PRIMARY> 0<F1>
<EPS-DILUTED> 0<F2>
<FN>
<F1>Pittston Brink's Group - Basic - 1.37
Pittston BAX Group - Basic - 0.99
Pittston Minerals Group - Basic - (0.23)
<F2>Pittston Brink's Group - Diluted - 1.35
Pittston BAX Group - Diluted - 0.96
Pittston Minerals Group - Diluted - (0.23)
</FN>
</TABLE>
