UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-K
(Mark One)
X ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2001
OR
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)
Virginia 54-131-7776
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
P.O. Box 18100,
1801 Bayberry Court
Richmond, Virginia 23226-8100
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (804) 289-9600
Securities registered pursuant to Section 12(b) of the Act:
Name of exchange on
Title of each class which registered
Pittston Brink's Group Common Stock, Par Value $1 New York Stock Exchange
Rights to Purchase Series A Participating New York Stock Exchange
Cumulative Preferred Stock
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months and (2) has been subject to such filing
requirements for the past 90 days.
Yes [X] No [ ]
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [X]
As of March 1, 2002, there were issued and outstanding 54,267,677 shares
of common stock. The aggregate market value of such stocks held by
nonaffiliates, as of that date, was $1,189,553,797.
Documents incorporated by reference: Part I, Part II and Part IV
incorporate information by reference from the Annual Report of the Company for
the year ended December 31, 2001. Part III incorporates information by reference
from portions of the Registrant's definitive Proxy Statement to be filed
pursuant to Regulation 14A.
PART I
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ITEMS 1 AND 2. BUSINESS AND PROPERTIES
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The Pittston Company
The Pittston Company, a Virginia corporation, has three operating segments
within its "Business and Security Services" businesses: Brink's, Incorporated
("Brink's"); Brink's Home Security, Inc. ("BHS"); and BAX Global Inc. ("BAX
Global"). The fourth operating segment is its Other Operations, which consists
of gold, timber and natural gas operations. The Pittston Company's common stock
trades on the New York Stock Exchange under the symbol "PZB."
The Company announced its intention to exit the coal business through the
disposal of the Company's coal mining operations and reserves. The Company
formalized a plan of disposal which it is in the process of implementing.
Accordingly, Pittston Coal Operations ("Coal Operations") are reported as
discontinued operations of the Company as of December 31, 2000.
Prior to January 14, 2000, the Company had three classes of common stock, each
designed to track a component of the Company's businesses: Pittston Brink's
Group Common Stock ("Brink's Stock"), Pittston BAX Group Common Stock ("BAX
Stock") and Pittston Minerals Group Common Stock ("Minerals Stock").
The Company eliminated its tracking stock capital structure on January 14, 2000
by exchanging all outstanding shares of Minerals Stock and BAX Stock for shares
of Brink's Stock (the "Exchange"). For additional information regarding the
Exchange, see Note 20 to the Consolidated Financial Statements included in the
Company's 2001 Annual Report, which Note is herein incorporated by reference.
After the Exchange, Brink's Stock is the only outstanding class of common stock
of the Company. Shares of Brink's Stock after the Exchange are hereinafter
referred to as "Pittston Common Stock."
Financial information related to the Company's operating segments is included in
Note 2 to the Consolidated Financial Statements in the Company's 2001 Annual
Report, which Note is herein incorporated by reference.
The Company's continuing operations have a total of approximately 50,000
employees. The Company's discontinued operations have a total of approximately
1,400 employees.
A significant portion of the Company's business is conducted outside the United
States. Because the financial results of the Company are reported in U.S.
dollars, they are affected by changes in the value of the various foreign
currencies in relation to the U.S. dollar. The Company, from time to time, uses
foreign currency forward contracts to hedge certain transactional risks
associated with foreign currencies. The Company is also subject to other risks
customarily associated with doing business in foreign countries, including labor
and economic conditions, political instability, controls on repatriation of
earnings and capital, nationalization, expropriation and other forms of
restrictive action by local governments. The future effects of such risks on the
Company cannot be predicted.
BUSINESS AND SECURITY SERVICES
Brink's, Incorporated ("Brink's")
General
The major services offered by Brink's include armored car transport, automated
teller machine ("ATM") servicing, currency and deposit processing, coin sorting
and wrapping, arranging the secure air transport of valuables ("Global
Services"), and the deploying and servicing of safes and safe control devices,
including its patented CompuSafe(R) service. Brink's serves customers through
154 branches in the U.S. and 42 branches in Canada. Service is also provided
through subsidiaries, equity affiliates and associated companies in 52 countries
outside the U.S. and Canada. Brink's ownership interest in subsidiaries and
affiliated companies ranges from 20% to 100%. In some instances local laws limit
the extent of Brink's ownership interest.
Brink's customers include banks, industrial and commercial businesses,
investment banking and brokerage firms and government agencies, such as a
country's central bank. Brink's provides individualized services under separate
contracts designed to meet the distinct transportation and security requirements
of its customers. These contracts are usually for an initial term of one year or
less, but continue in effect thereafter until canceled by either party.
Brink's armored car transport services generally include secure transportation
of (i) cash from industrial and commercial businesses to banks for deposit, and
(ii) cash, securities and other negotiable items and valuables between
commercial banks, central banks (such as the U.S. Federal Reserve Banks and
their branches and
correspondents), and brokerage firms. Brink's also transports new currency,
coins and precious metals for a number of central banks throughout the world
including most recently the introduction of the euro in Europe. In certain
geographic areas, Brink's transports canceled checks between banks or between
a clearing house and its member banks.
Coin and currency processing services ("cash logistics") are offered primarily
to banks and retail customers. Retail customers use Brink's services to count
and reconcile coins and currency in Brink's secure environment, to prepare bank
deposit information and to replenish retail locations' coins and currency in
proper denominations.
Brink's has the ability, through its information systems, to integrate a full
range of cash vault, ATM, transportation, storage, processing, inventory
management and reporting services. Brink's believes that its processing and
information capabilities differentiate its currency and deposit processing
services from its competitors and enable Brink's to take advantage of the trend
by banks, retail business establishments and others to outsource vaulting and
cash room operations.
For transporting money and other valuables over long distances, Brink's Global
Services offers a combined armored car and secure air transport service between
many cities around the world. Brink's uses regularly scheduled or chartered
aircraft in connection with its air courier services. Included in Global
Services is a worldwide specialized diamond and jewelry secure transportation
operation, with offices in the major diamond and jewelry centers of the world.
Brink's CompuSafe(R) services provide retail customers with a proprietary
integrated system of safeguarding and managing cash. Brink's markets its
CompuSafe(R) services to a variety of cash intensive retail customers, such as
convenience stores, gas stations and restaurants. The service includes
installing a specialized safe in the retail establishment that holds safeguarded
canisters. The customer's employees deposit currency into the canister. The
canister can only be removed by Brink's armored car personnel.
Brink's International operations accounted for approximately 55% of its revenues
and operating profits in 2001. Brink's manages its International operations in
three regions: Europe, Latin America and Asia/Pacific.
Competition
Brink's is the oldest and largest armored car service company in the U.S. as
well as a market leader in many of the countries in which it operates.
Worldwide, Brink's competes with a number of large multinational companies and
with many smaller companies.
Primary factors in the attraction and retention of customers are security, the
quality of services provided and the price charged for services rendered.
Brink's believes that its recognizable name, its reputation for a high level of
service and security, its proprietary cash processing and information systems
and high-quality insurance coverage are important competitive advantages.
Brink's believes its cost structure is generally competitive, although Brink's
believes certain competitors may have lower costs as a result of lower wage and
benefit levels for employees or as a result of different security standards.
Service Mark, Patents and Copyrights
BRINKS is a registered service mark in the U.S. and certain foreign countries.
The BRINKS mark, name and related marks are of material significance to Brink's
business. Brink's owns patents with respect to certain coin sorting and counting
machines, which expire in 2007 and 2008, respectively. Brink's has a patented
integrated service, CompuSafe(R), that expires in 2018. CompuSafe(R) has been
designed to streamline the handling and management of cash receipts. The patents
for CompuSafe(R) and sorting and counting machines provide important advantages
to Brink's in their respective areas of business. However, Brink's operations
are not dependent on the existence of the aforementioned patents.
Insurance
The availability of quality and reliable insurance coverage is an important
factor in the ability of Brink's to obtain and retain customers and to manage
the risks of its business. Brink's purchases "all risk" insurance coverage for
losses in excess of what it considers prudent deductibles and/or retentions. For
losses below deductible or retention levels, Brink's is self-insured. Brink's
insurance policies cover losses from most causes, with the exception of war,
nuclear risk and certain other exclusions typical for such policies.
Insurance is provided by different groups of underwriters at negotiated rates
and terms. Insurance is available to Brink's in major markets although the
premiums charged are subject to fluctuations depending on market conditions. The
loss experience of Brink's and, to a limited extent, other armored carriers
affects premium rates charged to Brink's.
Government Regulation
The operations of Brink's are subject to regulation by the U.S. Department of
Transportation with respect to safety of operations and equipment and financial
responsibility. Intrastate operations in the U.S. and intraprovince operations
in Canada are subject to regulation by state and by Canadian and provincial
regulatory authorities, respectively. Brink's International operations are
regulated to varying degrees by the countries in which they operate.
Employee Relations
At December 31, 2001, Brink's and its subsidiaries had approximately 11,400
employees in North America, (of whom approximately 2,300 were classified as
part-time employees) and approximately 26,100 employees outside North America.
At December 31, 2001, Brink's was a party to 14 collective bargaining agreements
in North America with various local unions covering approximately 1,600
employees, almost all of whom are employees in Canada and members of unions
affiliated with the International Brotherhood of Teamsters. Negotiations are
continuing on one agreement that expired in December 2001 and five agreements
expiring in 2002. The remaining agreements will expire after 2002. Brink's
believes that its employee relations are satisfactory. Outside of North America,
the branch workforce are members of labor or employee organizations in the
majority of the countries of operation.
Properties
In North America, Brink's owns 29 branch offices and leases an additional 167
branch offices, located in 39 states, the District of Columbia and nine Canadian
provinces. Such branches generally include office space and garage or vehicle
terminals, and serve not only the city in which they are located but also nearby
cities. Of the leased branches, 113 facilities are held under long-term leases.
The remaining 54 branches are held under short-term leases or month-to-month
tenancies. Brink's corporate headquarters facility in Darien, Connecticut, is
held under a lease expiring in 2005, with an option for an early termination in
2003.
In North America, Brink's owns or leases approximately 2,500 armored vehicles,
300 panel trucks and 200 other vehicles that are primarily service vehicles. In
addition, approximately 4,000 Brink's-owned CompuSafe(R) devices are located on
customers' premises. The armored vehicles are of bullet-resistant construction
and are specially designed and equipped to afford security for crew and cargo.
Brink's subsidiaries and affiliated and associated companies located outside
North America operate from approximately 500 branches, the majority of which are
leased, with approximately 4,700 owned or leased armored vehicles.
Brink's Home Security ("BHS")
General
BHS believes that it is the third largest provider of residential monitored
security services in North America. BHS is primarily engaged in the business of
marketing, selling, installing, monitoring and servicing electronic security
systems in owner-occupied, single-family residences. At December 31, 2001, BHS
had approximately 713,500 systems under monitoring contracts, including
approximately 91,000 new subscribers added during the year. BHS services more
than 120 metropolitan areas in 42 states, the District of Columbia and two
western provinces in Canada.
BHS's typical security system installation consists of sensors and other devices
which are installed at a customer's premises. The equipment can be configured to
signal intrusion, fire, medical and other alerts. When an alarm is triggered, a
signal is sent by telephone line to BHS's central monitoring station in Irving,
Texas, a suburb of Dallas. The monitoring station holds an Underwriters'
Laboratories, Inc. ("UL") listing. UL specifications for service centers include
building integrity, back-up computer and power systems, staffing and standard
operating procedures. In the event of an emergency, such as fire, tornado, major
interruption in telephone or computer service, or any other event affecting the
Irving facility, monitoring operations can be transferred to a backup facility
located in Carrollton, Texas.
BHS markets its alarm systems primarily through advertising, inbound
telemarketing and field sales employees. BHS employees install and service most
of the systems; however, subcontractors are utilized on occasion in some service
areas. BHS does not manufacture the equipment used in its security systems.
Equipment is purchased from a limited number of suppliers and no interruptions
in supply are expected. Equipment inventories are maintained at each branch
office.
BHS has an authorized dealer program to expand its geographic coverage and
leverage its national advertising. During 2001, the dealer program accounted for
less than 7% of installations and, as of December 31, 2001, approximately 45
dealers were actively participating in the program. BHS requires that its
dealers install the same type of equipment as is installed by its own branches,
and adhere to the same installation quality standards.
In addition to initiating subscriber relationships through its branch and dealer
networks, BHS obtains new residential subscribers through its Brink's Home
Technologies division. Brink's Home Technologies markets residential security
systems, as well as a variety of low-voltage security, home networking,
communications and entertainment options, directly to major home builders.
BHS also provides monitored security to residents of apartment and condominium
complexes; however, such customers currently represent a small percentage of
subscribers.
Although its core business is focused on the monitoring of residential security
systems, BHS installs and monitors commercial security systems on a limited
basis.
BHS has entered into certain agreements to license the Brink's or the Brink's
Home Security name. Examples include licenses to distributors of security
products (padlocks, home safes, etc.) offered for sale to consumers through
major retail chains.
Regulation
BHS and its employees are subject to various federal, state and local consumer
protection, licensing and other laws and regulations. BHS's business relies upon
the use of telephone lines to communicate signals, and telephone companies are
currently regulated by both the Federal and state governments. Regulation of the
installation and monitoring of fire detection devices has also increased in
several local markets. BHS's wholly owned Canadian subsidiary, Brink's Home
Security Canada Limited, is subject to the laws of Canada, British Columbia and
Alberta.
The alarm service industry experiences a high incidence of false alarms. BHS
believes its false alarm rate compares favorably to other companies' rates.
Police departments in two western U.S. cities do not respond to calls from alarm
companies unless an emergency has been separately verified. There is a
possibility that in the future other police departments may refuse to respond to
calls from alarm companies, which could necessitate that private response forces
be used to respond to alarm signals. The high incidence of false alarms in the
industry has caused some local governments to impose assessments, fines and
penalties on either subscribers or the alarm companies. BHS alarm service
contracts allow BHS to pass these charges on to customers.
Competition
BHS competes in most major metropolitan markets in the U.S. and several markets
in western Canada through branch operations or its authorized dealer program.
The home security market has a large number of competitors, including many local
and regional companies. Several of BHS's large competitors rely extensively on
independent dealers and acquisitions to add new subscribers. BHS believes that
it is the third largest provider of residential monitored security services in
North America.
Competition is based on a variety of factors including, but not limited to,
price, product quality, company reputation and service quality. There has been
substantial competitive pressure on installation fees in recent years. Several
significant competitors offer installation prices which match or are less than
BHS's prices; however, many of the small local competitors in BHS's markets
continue to charge significantly more for installation. Competitive pressure on
monitoring rates, while less intense than on installation fees, is still
substantial. BHS believes that the monitoring rates it offers are generally
comparable to the rates offered by other major security companies.
BHS believes its customer retention rate is the highest among the major home
security service companies.
BHS holds patents on its 2000 model control panel and keypad. Over 725,000 model
2000 systems have been installed by BHS. The patents prevent others from copying
the appearance of the 2000 keypad and from copying certain design functions
which provide a cost effective approach to providing several user friendly
operation features.
Employees
BHS has approximately 2,400 employees, none of whom is covered by a collective
bargaining agreement. BHS believes that its employee relations are satisfactory.
Properties
BHS has approximately 60 leased offices and warehouse facilities located
throughout the U.S. and two leased offices in Canada. The central monitoring
station in Irving, Texas is leased for a seven-year term ending in 2005,
including renewal options. This facility is also occupied by administrative,
technical and marketing services personnel who support branch operations. The
lease for the backup monitoring center in Carrollton, Texas, expires in 2002.
BHS is in the process of negotiating a renewal. BHS leases approximately 1,200
vehicles which are used in the process of installing and servicing its security
systems.
BHS retains ownership of most of the approximately 713,500 systems currently
under contract. When a
customer cancels monitoring services, BHS typically disables the system. In a
limited number of cases, BHS removes the equipment. When a customer cancels
monitoring services because of a move, the retention of the BHS system in the
residence facilitates the marketing of monitoring services to the new homeowner.
BAX Global
General
BAX Global is a multi-modal transportation and supply chain management company
operating through a global network. BAX Global markets to business-to-business
shippers and specializes in the heavy-freight market.
BAX Global offers its North American transportation customers a variety of
products and pricing options, such as guaranteed and standard overnight and
second-day delivery as well as deferred delivery (delivery generally within one
to three business days). A variety of ancillary services, such as shipment
tracking, inventory control and management reports are also provided.
Internationally, BAX Global offers a variety of services including standard and
expedited freight services, ocean forwarding and door-to-door delivery.
BAX Global generally picks up or receives freight shipments from its customers,
consolidates the freight of various customers into shipments for common
destinations and arranges for the transportation of the consolidated freight.
BAX Global uses either commercial carriers or, in the case of most of its U.S.,
Canadian and Mexican (the "Americas") shipments, uses its own transportation
fleet and regional hub sorting facility. BAX Global distributes the shipments at
the package's destination. For international shipments, BAX Global also
frequently acts as customs broker, facilitating the clearance of goods through
customs at international points of entry.
BAX Global provides certain transportation customers with supply chain
management services and operates more than 40 logistics warehouse and
distribution facilities in key world markets. BAX Global specializes in
developing supply chain management programs for companies entering new global
markets or consolidating regional activity. The healthcare, automotive,
aerospace and high technology industries have been targeted as businesses with
significant supply chain management needs.
BAX Global has the ability to provide freight service to all North American
business communities as well as to virtually all countries through its network
of company-operated stations and agent locations in 123 countries. While
shipments move long distances on either common carrier or BAX Global's fleet,
the local pickup and delivery of freight are accomplished principally by
independent contractors. BAX Global markets its services primarily through its
direct sales force and also employs other marketing methods, including print
media advertising and direct marketing campaigns.
BAX Global's freight business is typically seasonal, with higher volumes of
shipments from August through December than during the other months of the year.
The lowest volume of shipments generally occurs in January and February.
Including U.S. export and import revenue, BAX Global's international shipments
and logistics services accounted for approximately 74% of its revenues in 2001.
Intra-U.S. shipments accounted for approximately 26% of total revenues in 2001.
BAX Global's network is composed primarily of ownership of affiliates and, to a
lesser extent, agents and sales representatives in many non-U.S. locations
typically under short-term contracts.
BAX Global's network has a worldwide communications and information system
which, among other things, provides worldwide tracking and tracing of shipments
and various data for management information reports, enabling customers to
improve efficiency and control costs.
Aircraft Operations
BAX Global has a fleet of leased or contracted aircraft providing regularly
scheduled next-day service, throughout the Americas. BAX Global's wholly owned
subsidiary, Air Transport International LLC ("ATI"), is a U.S.-based freight and
passenger airline that operates a certificated fleet of DC-8 aircraft. BAX
Global's Boeing 727s are operated under contracts that provide for aircraft,
crew, maintenance and insurance ("ACMI"). ATI also provides domestic and
international service for the U.S. Government Air Mobility Command and other
charter customers using primarily combi-configuration aircraft (aircraft
designed to carry cargo and passengers).
The following is a summary of BAX Global's fleet as of January 1, 2002.
BAX Global's
Transportation Charter
Network Customers Grounded Total
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Leased or Contracted:
DC-8:
Cargo 12 1 - 13
Combi-Configured - 3 - 3
727-Cargo 9 - - 9
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21 4 - 25
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Owned:
DC-8:
Cargo - - 4 4
Combi-Configured - 2 - 2
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Total Planes 21 6 4 31
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Of the 21 planes in BAX Global's transportation network, 18 are assigned to
regularly scheduled routes. Generally, three planes are held for use as backups
or are in maintenance. Pursuant to a 2000 restructuring plan, 10 planes were
taken out of service in the first half of 2001. In an ongoing effort to control
costs, an additional four planes were removed from service in late 2001. Of the
14 planes taken out of service, 10 have been returned to the lessors and four
owned planes remain for sale. See Note 17 to the Consolidated Financial
Statements in the Company's 2001 Annual Report, which Note is herein
incorporated by reference, for a discussion of BAX Global's 2000 restructuring
plan.
Also, see Note 12 to the Consolidated Financial Statements in the Company's 2001
Annual Report for information regarding future minimum lease payments related to
the Company's aircraft. Based on the current state of the aircraft leasing
market, BAX Global believes that it should be able to renew these leases or
enter into new leases on terms reasonably comparable to those currently in
effect.
BAX Global's nightly scheduled lift capacity for planes in operation at January
1, 2002 was approximately 1.1 million pounds, calculated using an average
freight density of 7.5 pounds per cubic foot. BAX Global's nightly lift capacity
varies depending upon the number and type of planes operated by BAX Global at
any particular time. Including trucking capacity available to BAX Global, the
aggregate daily cargo capacity at January 1, 2002, was approximately 2.0 million
pounds.
For aircraft held under long-term lease, ATI is generally responsible for all
the normal costs of operating and maintaining the aircraft. In addition, ATI is
generally responsible for all or a portion of any special maintenance or
modifications which may be required by Federal Aviation Administration
regulations or orders (see "Government Regulation" below). ATI's ultimate
liability for such payments is generally subject to dollar limits, specific
exclusions and sharing arrangements with the lessors. Over the last three years,
ATI has spent approximately $119 million on routine heavy maintenance of its
aircraft fleet. For aircraft operated under ACMI contracts, besides the payment
of the contractual amount, BAX Global is generally responsible for fuel costs
and other incidental costs such as landing fees.
The average airframe age of the fleet operated by ATI is in excess of 30 years,
however, the condition of a particular aircraft and its fair market value is
dependent on its maintenance history. Factors other than age, such as cycles
(essentially the number of flights) can have a significant impact on an
aircraft's serviceability. Generally, cargo aircraft tend to have fewer cycles
than passenger aircraft over comparable time periods because they are used for
fewer flights per day and longer flight segments.
Fuel costs are a significant element of the total costs of operating BAX
Global's aircraft fleet. Fuel prices are subject to worldwide and local market
conditions. It is not possible to predict the impact of future conditions on
fuel prices and fuel availability. In order to protect against price increases
in jet fuel, from time to time BAX Global enters into hedging agreements,
including swap contracts, options and collars. Although BAX Global has on
occasion charged its customers for a portion of its higher fuel costs, there is
no assurance that future increases in fuel costs will be recoverable from
customers.
Customers
BAX Global's customers include thousands of large and small industrial and
commercial businesses. The Company focuses on customers in the automotive,
aerospace, healthcare, high technology, retail and other industries where rapid
delivery of high-value products is required.
Competition
The transportation and supply chain management industries have been and are
expected to remain highly competitive. The principal competitive factors in the
transportation industry are price, the ability to provide consistently fast and
reliable delivery of shipments and the ability to provide ancillary services
such as shipment tracking. The principal competitive factors in the supply chain
industry are price, access to a reliable transportation network, warehousing and
distribution capabilities, and sophisticated information systems.
There is aggressive price competition in the heavy-freight market, particularly
for the business of high volume shippers. BAX Global competes with various types
of transportation companies, including other integrated transportation companies
that operate their own fleets, as well as with freight forwarders, premium
less-than-truckload (or "LTL") carriers, express delivery services, and
passenger airlines.
Domestically, BAX Global also competes with package delivery services provided
by ground transportation companies, including trucking firms and surface freight
forwarders, that offer specialized time-specific services within limited
geographical areas. As a freight forwarder to, from and within international
markets, BAX Global also competes with government-owned or subsidized passenger
airlines and ocean shipping companies.
BAX Global believes its hub-and-spoke network of aircraft and trucks that serves
the Americas markets allows it to move freight more reliably than if it solely
used third-party services. The hub, which is located in Toledo, Ohio, consists
of various facilities, including a technologically advanced material handling
system, which is capable of sorting approximately one million pounds of freight
per hour. BAX Global believes its hub-and-spoke system feeds much of its
Americas import and export business and believes it provides a competitive
advantage by offering superior, reliable service to its customers, shipping to,
from or within the Americas.
In supply chain management services, BAX Global competes with many third-party
logistics providers.
Government Regulation
The air transportation industry is subject to regulation by the Federal Aviation
Administration ("FAA") under the Federal Aviation Act of 1958, as amended. The
FAA is an agency of the Department of Transportation (the "DOT"). ATI is an
airline and operates an FAA-certificated fleet and, accordingly, is subject to
FAA regulations. As an indirect air carrier, BAX Global's operations are also
subject to the direction of the FAA.
BAX Global is subject to other various requirements and regulations in
connection with the operation of its motor vehicles, including certain safety
regulations promulgated by the DOT and state agencies.
Employee Relations
BAX Global and its subsidiaries have approximately 10,000 employees worldwide,
of whom about 1,200 are classified as part-time. Approximately 100 of these
employees in the U.S. (principally customer service, clerical and/or dock
workers) are represented by labor unions, that in most cases are affiliated with
the International Brotherhood of Teamsters.
As of December 31, 2001, approximately 200 flight crewmembers (captains, first
officers and flight engineers), employed by ATI were represented for purposes of
collective bargaining by the International Brotherhood of Teamsters. Other
employees are not represented by any labor organization. BAX Global did not
experience any significant strike or work stoppage in 2001 and believes that its
employee relations are satisfactory.
Most of BAX Global's pick-up and delivery operations are conducted by
independent contractors. However, BAX Global elected to provide its own pick-up
and delivery in a few Midwestern U.S. station locations.
Properties
BAX Global operates approximately 260 (100 domestic and 160 international)
stations with BAX Global personnel, and has agency agreements with approximately
240 (50 domestic and 190 international) stations. These stations are located
near primary shipping areas, generally at or near airports. BAX Global-operated
domestic stations, which generally include office space and warehousing
facilities, are located in 36 states, the District of Columbia and Puerto Rico.
BAX Global-operated international facilities are located in 30 countries. Nearly
all BAX Global-operated stations are held under lease.
BAX Global has a lease expiring in 2013, with the Toledo-Lucas County Port
Authority covering its freight-sorting hub and related facilities (the "Hub") at
Toledo Express Airport in Ohio. The lease provides BAX Global with rights of
renewal for three five-year periods. Other facilities are held under leases
having terms of one to ten years. BAX Global's corporate headquarters facility
located in Irvine, California is anticipated to be relocated within the area in
late Fall 2002.
BAX Global owns or leases, in the U.S. and Canada, a fleet of approximately 40
automobiles and 150 vans and trucks utilized in station work or for hauling
freight between airport facilities and BAX Global's stations.
See "Aircraft Operations" above for information about leased and owned aircraft.
OTHER OPERATIONS
The Company's Other Operations include its gold, timber and natural gas
businesses. At the end of 2001, the Company's Other Operations had approximately
100 employees. The Company does not consider its businesses within its Other
Operations to be core
businesses. The Company's long term strategy is to ultimately exit these
activities to focus resources on its core Business and Security Services
businesses.
Each of the gold, timber and natural gas businesses operate in cyclical
commodity business environments where prices are determined based partly on the
local and worldwide economy. The results from operations of each of these
businesses are highly dependent on the price of their respective products.
The Company's Other Operations owns non-coal properties including land, hardwood
forests, natural gas reserves and a gold mine and reserves.
Gold
The Company's gold business is directed at locating and acquiring mineral
assets, developing advanced stage projects and operating mines. The Company
continued to evaluate gold projects in Australia throughout 2001.
The Company has a 45.1% interest in Mining Project Investors ("MPI"). Through
its ownership of MPI and a 50% direct interest, the Company has a 72.5% interest
in a gold mine in Stawell, Victoria, Australia ("Stawell"). The Stawell gold
mine produced approximately 103,500 ounces of gold in 2001. The Company
estimates that the Stawell gold mine had approximately 410,000 ounces of proven
and probable gold reserves as of December 31, 2001.
Timber
The Company's timber business has a sawmill facility that produces products
primarily for the hardwood flooring industry. The timber business also sells
hardwood chips to the paper industry and logs to other sawmill customers that
are used in the high-grade furniture and veneer markets. The Company owns
approximately 225 thousand surface acres of land including approximately 125
thousand acres of saw timber grade hardwood forests, mostly in Virginia.
Natural Gas
The Company invests in and receives royalty income from gas development and
operations. As of December 31, 2001, net proven developed natural gas reserves
located in Virginia and West Virginia approximated 52 billion cubic feet
including royalty interests.
DISCONTINUED OPERATIONS
The Company's Coal Operations was reported as a discontinued operation as of
December 31, 2000 due to the Company's formal plan to exit the business.
Although the Company intends to dispose of its Coal Operations, it expects to
retain certain assets and liabilities associated with the Coal Operations,
certain of which are material to the Company. See Note 18 to the Consolidated
Financial Statements in the Company's 2001 Annual Report, which Note is herein
incorporated by reference.
Coal Operations
General
Coal Operations is primarily engaged in the mining, preparation and marketing of
coal, the purchase of coal for resale, and the sale or leasing of coal lands to
others. At the end of 2001, the Company's Coal Operations employed approximately
1,400 people. Through its Coal Operations, the Company produces coal suitable
for the steam and metallurgical markets from approximately 24 company or
contractor-operated surface and deep mines located in Virginia, West Virginia
and eastern Kentucky. Steam coal is sold primarily to utilities and industrial
customers located in the eastern U.S. Metallurgical coal is sold to steel and
merchant coke producers primarily located in the U.S., Europe, the Mediterranean
basin and Brazil. Coal Operations has substantial reserves of low sulphur coal,
much of which can be produced from lower cost surface mines. Moreover, it has a
significant share of the premium quality metallurgical coal reserves in the
U.S., along with other high-quality feed stock reserves demanded by the coke and
steel-making industry.
The following tables indicate the tons of coal purchased, produced and sold by
Coal Operations for the years ended 2001, 2000 and 1999.
Years ended December 31
(In thousands of tons) 2001 2000 1999
- --------------------------------------------------------------------------------
Produced 9,440 9,805 10,620
Purchased 969 1,524 2,346
- --------------------------------------------------------------------------------
10,409 11,329 12,966
- --------------------------------------------------------------------------------
Sales:
North America 8,376 9,272 9,360
Export 1,965 2,679 3,488
- --------------------------------------------------------------------------------
10,341 11,951 12,848
- --------------------------------------------------------------------------------
Environmental Matters
The Surface Mining Control and Reclamation Act of 1977 and the regulations
promulgated thereunder ("SMCRA") by the Federal Office of Surface Mining
Reclamation and Enforcement ("OSM") establish mining and reclamation standards
for all aspects of surface mining as well as many aspects of deep mining. OSM
and its state counterparts monitor compliance with SMCRA. Coal Operations'
policy is to correct violations that are the subject of OSM notices or to
contest those believed to be without merit.
Coal Operations reached a broad settlement with the OSM in 1996 involving SMCRA
liabilities of former contractors. Coal Operations has also entered into a
number of similar agreements with the states. Under these agreements, Coal
Operations agreed to perform certain reclamation and to pay certain fees of
former contractors. Coal Operations is in the process of completing all required
work under these agreements.
Coal Operations is also subject to other federal environmental laws, including
the Resource Conservation and Recovery Act; the Occupational Safety and Health
Act; the Toxic Substances Control Act; the Comprehensive Environmental Resource,
Compensation and Liability Act; the Clean Water Act; the Clean Air Act and the
Safe Drinking Water Act, as well as state laws of similar scope in Virginia,
West Virginia and Kentucky. The Company believes it is in compliance with all
applicable environmental laws.
Health and Safety Laws
Health and safety standards in the U.S. coal industry are legislated by the
Federal Coal Mine Health and Safety Act of 1969 and the Federal Mine Safety and
Health Act of 1977. The Company believes it is in compliance with all applicable
health and safety laws.
Compliance with health and safety laws is, in general, a cost common to all
domestic coal producers. The Company believes that the competitive position of
Coal Operations has not been and should not be adversely affected except in the
export market where Coal Operations competes with various foreign producers
subject to less stringent health and safety regulations. See Note 13 to the
Consolidated Financial Statements in the Company's 2001 Annual Report for a
description of certain of the Company's employee benefit obligations.
Properties
The principal properties of Coal Operations are coal reserves, coal mines and
coal preparation plants, all of which are located in Virginia, West Virginia and
eastern Kentucky. Such reserves are either owned or leased. Leases of land or
coal mining rights generally are either for a long-term period or until
exhaustion of the reserves, and require the payment of a royalty based generally
on the sales price and/or tons of coal mined from a particular property. Many
leases or rights provide for payment of minimum royalties.
Coal Operations owns a 32.5% interest in Dominion Terminal Associates ("DTA"),
which leases and operates a ground storage-to-vessel coal transloading facility
in Newport News, Virginia. DTA has a throughput capacity of 22.0 million tons of
coal per year and ground storage capacity of 2.0 million tons. A portion of Coal
Operations' share of the throughput and ground storage capacity of the DTA
facility is subject to user rights of third parties, which pay Coal Operations a
fee. The DTA facility serves export customers, as well as domestic coal users
located on the eastern seaboard of the United States.
MATTERS RELATING TO FORMER OPERATIONS
In April 1990, the Company entered into a settlement agreement to resolve
certain environmental claims against the Company arising from hydrocarbon
contamination at a petroleum terminal facility ("Tankport") in Jersey City, New
Jersey, which facility was sold in 1983. Under the settlement agreement, the
Company is obligated to pay 80% of the hydrocarbon remediation costs. The
Company is in the process of remediating the site under an approved plan. The
Company estimates its portion of the actual remaining clean-up and operational
and maintenance costs, on an undiscounted basis, to be between $3.8 and $8.1
million. Management is unable to determine that any amount within that range is
a better estimate due to a variety of uncertainties which include unforeseen
circumstances existing at the site, changes in the regulatory standards under
which the clean-up is being conducted, and additional costs due to inflation.
The estimate of costs and the timing of payments could change significantly
based upon any one of the uncertainties described immediately above.
Taking into account the proceeds from a previous settlement with its insurers of
claims relating to this matter, it is the Company's belief that the ultimate
amount for which it will be liable resulting from the remediation of the
Tankport site will not have a material adverse impact on the Company's financial
position.
Forward-Looking Information
Certain of the matters discussed herein, including statements regarding the
uninterrupted supply of equipment to BHS, the possibility that police
departments may refuse to respond to calls from alarm companies requiring that a
private response force be used, the ability
of BHS to renew the lease for its backup monitoring center, the expected
seasonal impact of the volumes shipped by BAX Global, the ability of BAX Global
to renew certain aircraft leases or enter into new leases on reasonably
comparable terms, the highly competitive nature of the transportation and
supply chain management industries, plans to discontinue Coal Operations and
the retention of certain assets and liabilities associated with the Coal
Operations, the amount of proven and probable gold reserves in the Stawell
gold mine, the amount of proven developed natural gas reserves, the
Company's long-term plan to exit its gold, timber and natural gas businesses,
the competitive position of Coal Operations, environmental clean-up estimates
and the impact of environmental clean-up costs on the Company's financial
position, results of operations and cash flows 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, the performance of
BHS's equipment suppliers, the incidence of false alarms, the real estate market
in the Carrollton, Texas area, the market for airplanes, the actual amount of
gold reserves and natural gas reserves held by the Company's Other Operations,
the accuracy of the testing done and the validity of the assumptions used in
estimating gold and natural gas reserves, changes in the Company's long-term
strategies, overall economic and business conditions, foreign currency exchange
rates, the demand for the Company's products and services, the ability of the
Company and its operations to obtain appropriate insurance coverage at
reasonable prices, the timing and ultimate outcome of the sale of the coal
assets, pricing and other competitive industry factors, fuel prices, new
government regulations and/or legislative initiatives, issuance of permits, the
performance of contractors and subcontractors of work in connection with the
remediation of the Tankport site, judicial decisions, variations in costs or
expenses including interest rates, variations in the spot prices of coal and the
ability of counterparties to perform.
Should one or more of these risks materialize (or the consequences of such a
development worsen), or should the underlying assumptions prove incorrect,
actual results could differ materially from those forecasted or expected. The
Company assumes no duty to update any forward-looking statements whether as a
result of new information, future events or otherwise.
ITEM 3. LEGAL PROCEEDINGS
- --------------------------------------------------------------------------------
Not applicable.
ITEM 4. SUBMISSION OF MATTER TO A VOTE OF SECURITY HOLDERS
- --------------------------------------------------------------------------------
Not applicable.
The Pittston Company and Subsidiaries
Executive Officers of the Registrant
The following is a list as of March 15, 2002, of the names and ages of the
executive and other officers of Pittston and the names and ages of certain
officers of its subsidiaries, indicating the principal positions and offices
held by each. There is no family relationship between any of the officers named.
Name Age Positions and Offices Held Held Since
- --------------------------------------------------------------------------------
Executive Officers:
Michael T. Dan 51 President and Chief Executive Officer 1998
Chairman of the Board 1999
James B. Hartough 54 Vice President-Corporate Finance and 1988
Treasurer
Frank T. Lennon 60 Vice President-Human Resources and 1985
Administration
Austin F. Reed 50 Vice President, General Counsel and 1994
Secretary
Robert T. Ritter 50 Vice President and Chief Financial Officer 1998
Other Officers:
Matthew A.P. Schumacher 43 Controller 2001
Arthur E. Wheatley 59 Vice President and Director of Risk 1988
Management
Subsidiary Officers:
Joseph L. Carnes 44 President of BAX Global Inc. 2000
Thomas W. Garges, Jr. 62 President and Chief Executive Officer of 1999
Pittston Coal Company
Richard R.N. Hickson 45 President of Brink's, Incorporated 2000
Robert B. Allen 48 President of Brink's Home Security, Inc. 2001
- --------------------------------------------------------------------------------
Executive and other officers of Pittston are elected annually and serve at the
pleasure of its Board of Directors.
Mr. Dan was elected President, Chief Executive Officer and Director of The
Pittston Company on February 6, 1998 and was elected Chairman of the Board
effective January 1, 1999. He also serves as Chief Executive Officer of Brink's,
Incorporated, a position he has held since July 1993 and as President and Chief
Executive Officer of Brink's Holding Company, a position he has held since
December 31, 1995. He also serves as Chairman of the Board of BAX Global Inc., a
position he has held since February 1998. He also serves as Chairman of the
Board of Pittston Mineral Ventures, a position he has held since August 31, 1998
and as Chairman of the Board of Pittston Coal Company, a position he has held
since September 1, 1998. From August 1992 to July 1993 he served as President of
North American operations of Brink's, Incorporated and as Executive Vice
President of Brink's, Incorporated from 1985 to 1992.
Mr. Ritter joined The Pittston Company as Vice President and Chief Financial
Officer in August 1998. From June 1996 to July 1998, he served as Chief
Financial Officer of WLR Foods, Inc. He was a private investor and financial
consultant from April 1995 to May 1996 and was Treasurer at American Cyanamid
Company from March 1991 to January 1994 and Controller from February 1994 to
March 1995.
Messrs. Hartough, Lennon, Reed and Wheatley have served in their present
positions for more than the past five years.
Mr. Schumacher was elected to his current position on July 13, 2001 after
joining the Company in July 2001. For the five years prior to July 2001, he was
employed by NL Industries, Inc. as the Manager of Financial Reporting in 1996
and as the Assistant Controller in 1997 through July 2001.
Mr. Carnes was elected President of BAX Global Inc. in May 2000. He joined BAX
Global Inc. as President - U.S. and Canada in September 1999. Prior to joining
BAX Global Inc., he served as Executive Vice President, North America for Fritz
Companies Inc. where he was employed from 1987 - 1999.
Mr. Hickson was elected President of Brink's, Incorporated in November 2000. He
had served as Vice President and Managing Director of Brink's Europe from June
1999, and joined the Brink's organization as Managing Director - Brink's Limited
U.K. in
February 1998. Prior to joining Brink's, Mr. Hickson served as a consultant from
October 1995 to February 1998, and Chief Executive Officer for Holmes Protection
Group, Inc. USA where he was employed from February 1990 to August 1995.
Mr. Garges joined Pittston Coal Company on January 4, 1999 as President and
Chief Executive Officer. Before joining Pittston Coal, he served as President
and Chief Executive Officer of Rochester and Pittsburgh Coal Company. From 1971
to 1986, he was Executive Vice President - Operations for Pittston Coal and
President of Pittston Coal's Pyxis operations.
Mr. Allen joined Brink's Home Security, Inc. in August 1999 as Executive Vice
President and Chief Operating Officer. He was promoted to President of Brink's
Home Security, Inc. in March 2001. From January 1997 to August 1999, he held the
various positions at Aegis Communications Group (formerly ATC Communications)
including Executive Vice President of Sales and Marketing and Chief Operating
Officer. From 1980 through 1996, he held various domestic and international
positions at Frito-Lay including Vice President of Field Marketing and Country
Manager in Greece and Turkey.
PART II
- --------------------------------------------------------------------------------
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED SHAREHOLDER MATTERS
- --------------------------------------------------------------------------------
Prior to January 14, 2000, the Company had 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").
On January 14, 2000, the holders of Minerals Stock received 0.0817 shares of
Brink's Stock for each share of their Minerals Stock, and holders of BAX Stock
received 0.4848 shares of Brink's Stock for each share of their BAX Stock. For
additional information concerning the exchange, see Note 20 to the Consolidated
Financial Statements included in the Company's 2001 Annual Report, which is
herein incorporated by reference. Brink's Stock is now the only outstanding
class of common stock of the Company and continues to trade on the New York
Stock Exchange under the symbol "PZB."
Reference is made to pages 59 through 61 of the Company's 2001 Annual Report
which is herein incorporated by reference, for other information required by
this item.
ITEM 6. SELECTED FINANCIAL DATA
- --------------------------------------------------------------------------------
Reference is made to pages 62 and 63 of the Company's 2001 Annual Report which
is herein incorporated by reference, for information required by this item.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND
FINANCIAL CONDITION
- --------------------------------------------------------------------------------
Reference is made to pages 2 through 26 of the Company's 2001 Annual Report
which is herein incorporated by reference, for information required by this
item.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
- --------------------------------------------------------------------------------
The information regarding quantitative and qualitative disclosures about market
risk is included in this report under Item 7.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
- --------------------------------------------------------------------------------
Reference is made to pages 27 through 61 of the Company's 2001 Annual Report
which is herein incorporated by reference, for information required by this
item.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
- --------------------------------------------------------------------------------
Not applicable.
PART III
- --------------------------------------------------------------------------------
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
- --------------------------------------------------------------------------------
The information required by this Item regarding directors is herein incorporated
by reference to the Company's definitive proxy statement to be filed pursuant to
Regulation 14A within 120 days after December 31, 2001. The information
regarding executive officers is included in this report following Item 4, under
the caption "Executive Officers of the Registrant."
ITEM 11. EXECUTIVE COMPENSATION
- --------------------------------------------------------------------------------
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
- --------------------------------------------------------------------------------
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
- --------------------------------------------------------------------------------
The information required by Items 11 through 13 is incorporated by reference to
the Company's definitive proxy statement to be filed pursuant to Regulation 14A
within 120 days after December 31, 2001.
PART IV
- --------------------------------------------------------------------------------
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
- --------------------------------------------------------------------------------
(a) 1. All financial statements - see index to financial statements and
schedules.
2. Financial statement schedules - see index to financial statements and
schedules.
3. Exhibits - see exhibit index.
(b) A report on Form 8-K was filed on December 4, 2001. Under Item 5 the
Company described the current status of its Federal Black Lung Excise Tax
claims. No other reports on Form 8-K were filed during the fourth quarter
of 2001 and through the date of this report.
Insofar as indemnification for liabilities arising under the Securities Act of
1933 may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Securities Act
of 1933 and is, therefore, unenforceable. In the event that a claim for
indemnification against liabilities (other than the payment by the Registrant of
expenses incurred or paid by a director, officer or controlling person of the
Registrant in the successful defense of any action, suit or proceeding) is
asserted by such director, officer or controlling person in connection with the
securities being registered, the Registrant will, unless in the opinion of its
counsel the matter has been settled by controlling precedent, submit to a court
of appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Act and will be governed by the final
adjudication of such issue.
Undertaking
For the purposes of complying with the amendments to the rules governing Form
S-8 (effective July 13, 1990) under the Securities Act of 1933, the undersigned
Registrant hereby undertakes as follows, which undertaking shall be incorporated
by reference into Registrant's Registration Statements on Form S-8 Nos. 2-64258,
33-2039, 33-21393, 33-23333, 33-69040, 33-53565, 333-02219, 333-78631,
333-78633, 333-70758, 333-70772, 333-70766 and 333-70762.
The Pittston Company and Subsidiaries
Signatures
Pursuant to the requirements of Section 13 or 15(d) 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, on March 22, 2002.
The Pittston Company
---------------------
(Registrant)
By /s/ M. T. Dan
------------------------
(M. T. Dan,
Chairman, President and
Chief Executive Officer)
Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the Registrant and
in the capacities indicated, on March 22, 2002.
Signatures Title
------------ --------
R. G. Ackerman* Director
Betty C. Alewine* Director
J. R. Barker* Director
Marc C. Breslawsky* Director
J. L. Broadhead* Director
W. F. Craig* Director
/s/ M. T. Dan Chairman, President and
-------------------------------- Chief Executive Officer
(M. T. Dan) (principal executive officer)
G. Grinstein* Director
R. M. Gross* Director
/s/ R. T. Ritter Vice President
-------------------------------- and Chief Financial Officer
(R. T. Ritter) principal financial officer and
principal accounting officer)
C. S. Sloane* Director
*By /s/ M. T. Dan
--------------------------
(M. T. Dan,
Attorney-in-Fact)
The Pittston Company and Subsidiaries
Index to Financial Statements and Schedules
Financial Statements:
The Consolidated Financial Statements of The Pittston Company, listed in the
index below which are included in the Company's 2001 Annual Report for the year
ended December 31, 2001, are herein incorporated by reference. With the
exception of the pages listed in the index below and the information
incorporated by reference included in Parts I, II and IV, the 2001 Annual Report
of the Shareholders is not deemed filed as part of this report.
THE PITTSTON COMPANY ANNUAL REPORT
Management's Discussion and Analysis of Results of
Operations and Financial Condition.............2-26
Independent Auditors' Report.....................28
Consolidated Balance Sheets......................29
Consolidated Statements of Operations.........30-31
Consolidated Statements of Comprehensive
Income (Loss)..................................32
Consolidated Statements of Shareholders' Equity..33
Consolidated Statements of Cash Flows............34
Notes to Consolidated Financial Statements....35-61
Selected Financial Data ......................62-63
Financial Statement Schedules:
Schedules are omitted because they are not material, not applicable or not
required, or the information is included elsewhere in the financial statements.
The Pittston Company and Subsidiaries
Exhibit Index
Each Exhibit listed previously filed document is hereby incorporated by
reference to such document.
Exhibit
Number Description
- ------- -----------
2(i) Membership Interest Acquisition Agreement Among Air Transport
International LLC and BAX Global Inc., dated February 3, 1998.
Exhibit 2 to the Registrant's Current Report on Form 8-K filed May 14,
1998.
2(ii) Share Purchase Agreement, dated as of January 27, 1998, between Brink's
Security International, Inc., acting as Purchaser, and Generale de
Transport et D'Industrie, acting as Seller. Exhibit 10(v) to the
Registrant's Annual Report on Form 10-K for the year ended December 31,
1998 (the "1998 Form 10-K").
2(iii) Shareholders' Agreement, dated as of January 10, 1997, between Brink's
Security International, Inc., and Valores Tamanaco, C.A. Exhibit 10(w)
to the 1998 Form 10-K.
3(i) The Registrant's Articles of Correction to its Articles of Incorporation.
Exhibit 3(i) to the Registrant's Quarterly Report on Form 10-Q for the
quarter ended March 31, 1998.
3(ii) The Registrant's Bylaws, as amended through July 14, 2000. Exhibit 3(b)
to the Registrant's Quarterly Report on Form 10-Q for the quarter ended
June 30, 2000.
4(a) (i) Amended and Restated Rights Agreement dated as of January 14, 2000
(the "Rights Agreement"), between the Registrant and Bank Boston,
N.A., as Rights Agent. Exhibit 4(a)(i) to the Registrant's Annual
Report on Form 10-K for the year ended December 31, 2000 (the
"2000 Form 10-K").
(ii) Form of Right Certificate for Rights. Exhibit 4(a)(ii) to the 2000
Form 10-K. Instruments defining the rights of holders of long-term
debt of the Registrant and its consolidated subsidiaries have been
omitted because the amount of debt under any such instrument does
not exceed 10% of the total assets of the Registrant and its
consolidated subsidiaries. The Registrant agrees to furnish a copy
of any such instrument to the Commission upon request. Exhibit
4(a) to the Registrant's Annual Report on Form 10-K for the year
ended December 31, 1999 (the "1999 Form 10-K").
(iii) Amendment, effective November 30, 2001, by and among The Pittston
Company, Fleet National Bank (f/k/a BankBoston, N.A.) and
EquiServe Trust Company, N.A., to the Amended and Restated Rights
Agreement dated as of January 14, 2000 between The Pittston
Company and BankBoston, N.A., as Rights Agent. Exhibit 1 to the
Registrant's Amendment No. 3 to Form 8-A/A (filed on January 14,
2002).
10(a)* The Key Employees' Incentive Plan, as amended. Exhibit 10(a) to the 1998
Form 10-K.
10(b)* The Key Employees' Deferred Compensation Program, as amended and
restated as of January 14, 2000. Exhibit 10(b) to the 1999 Form 10-K.
10(c)* (i) The Registrant's Pension Equalization Plan as amended. Exhibit
10(e)(I) to the Registrant's Annual Report on Form 10-K for the
year ended December 31, 1997 (the "1997 Form 10-K").
(ii) Amended and Restated Trust Agreement, dated December 1, 1997,
between Registrant and Chase Manhattan Bank, as Trustee (the
"Trust Agreement"). Exhibit 10(e)(ii) to the 1997 Form 10-K.
(iii) Amendment No. 1 to Trust Agreement, dated as of August 18, 1999.
Exhibit 10(c)(iii) to the 1999 Form 10-K.
(iv) Trust Agreement under the Pension Equalization Plan, Retirement
Plan for Non-Employee Directors and Certain Contractual
Arrangements of The Pittston Company made as of September 16,
1994, by and between the Registrant and Chase Manhattan Bank
(National Association), as Trustee. Exhibit 10(I) to the
Registrant's Quarterly Report on Form 10-Q for the quarter ended
September 30, 1994 (filed November 14, 1994 - File No. 1-9148)
(the "Third Quarter 1994 Form 10-Q").
(v) Form of letter agreement dated as of September 16, 1994, between
the Registrant and one of its officers. Exhibit 10(e) to the Third
Quarter 1994 Form 10-Q.
(vi) Form of letter agreement dated as of September 16, 1994, between
the Registrant and Participants pursuant to the Pension
Equalization Plan. Exhibit 10(f) to the Third Quarter 1994 Form
10-Q.
10(d)* The Registrant's Executive Salary Continuation Plan. Exhibit 10(e) to the
Registrant's Annual Report on Form 10-K for the year ended December 31,
1991 (filed March 26, 1991 - File No. 1-9148) (the "1991 Form 10-K").
10(e)* The Registrant's Non-Employee Directors' Stock Option Plan, as amended
and restated as of January 14, 2000. Exhibit 10(e) to the 1999 Form 10-K.
10(f)* The Registrant's 1988 Stock Option Plan, as amended and restated as of
January 14, 2000. Exhibit 10(f) to the 1999 Form 10-K.
10(g)* The Pittston Company Management Performance Improvement Plan. Exhibit
10(g) to the 1999 Form 10-K.
10(h)* Form of change in control agreement replacing all prior change in
control agreements and amendments and modifications thereto, between the
Registrant (or a subsidiary) and various officers of the Registrant.
Exhibit 10(l)(ii) to the 1997 Form 10-K.
10(i)* Form of Indemnification Agreement entered into by the Registrant with
its directors and officers. Exhibit 10(l) to the 1991 Form 10-K.
10(j)* (i) Registrant's Retirement Plan for Non-Employee Directors, as
amended. Exhibit 10(g) to the Third Quarter 1994 Form 10-Q.
(ii) Form of letter agreement dated as of September 16, 1994, between
the Registrant and its Non-Employee Directors pursuant to
Retirement Plan for Non-Employee Directors. Exhibit 10(h) to the
Third Quarter 1994 Form 10-Q.
10(k)* (i) Form of severance agreement between the Registrant (or a
subsidiary) and various of the Registrant's officers. Exhibit
10(o)(ii) to the 1997 Form 10-K.
10(l)* Registrant's Directors' Stock Accumulation Plan, as amended and restated
as of January 14, 2000. Exhibit 10(l) to the 1999 Form 10-K.
10(m)* Registrant's Amended and Restated Plan for Deferral of Directors' Fees.
Exhibit 10(o) to the Registrant's Annual Report on Form 10-K for the year
ended December 31, 1989 (filed March 24, 1990 - File No. 1-9148).
10(n) (i) Lease dated as of April 1, 1989, between Toledo-Lucas County Port
Authority (the "Authority"), as Lessor, and Burlington, as Lessee.
Exhibit 10(i) to the Registrant's Quarterly Report on Form 10-Q
for the quarter ended June 30, 1989 (filed August 11, 1989 - File
No. 1-9148) (the "Second Quarter 1989 Form 10-Q").
(ii) Lease Guaranty Agreement dated as of April 1, 1989, between
Burlington (formerly Burlington Air Express Management Inc.), as
Guarantor, and the Authority. Exhibit 10(ii) to the Second Quarter
1989 Form 10-Q.
(iii) Trust Indenture dated as of April 1, 1989 between the Authority
and Society Bank & Trust (formerly, Trustcorp. Bank, Ohio) (the
"Trustee"), as Trustee. Exhibit 10(iii) to the Second Quarter 1989
Form 10-Q.
(iv) Assignment of Basic Rent and Rights Under a Lease and Lease
Guaranty dated as of April 1, 1989 from the Authority to the
Trustee. Exhibit 10(iv) to the Second Quarter 1989 Form 10-Q.
(v) Open-End First Leasehold Mortgage and Security Agreement dated as
of April 1, 1989 from the Authority to the Trustee. Exhibit 10(v)
to the Second Quarter 1989 Form 10-Q.
(vi) First Supplement to Lease dated as of January 1, 1990, between the
Authority and Burlington, as Lessee. Exhibit 10 to the
Registrant's Quarterly Report on Form 10-Q for the quarter ended
March 31, 1990 (filed May 15, 1990 - File No. 1-9148).
(vii) Revised and Amended Second Supplement to Lease dated as of
September 1, 1990, between the Authority and Burlington. Exhibit
10(i) to the Registrant's Quarterly Report on Form 10-Q for the
quarter ended September 30, 1990 (filed November 13, 1990 - File
No. 1-9148) (the "Third Quarter 1990 Form 10-Q").
(viii) Amendment Agreement dated as of September 1, 1990, among City of
Toledo, Ohio, the Authority, Burlington and the Trustee. Exhibit
10(ii) to the Third Quarter 1990 Form 10-Q.
(ix) Assumption and Non-Merger Agreement dated as of September 1, 1990,
among Burlington, the Authority and the Trustee. Exhibit 10(iii)
to the Third Quarter 1990 Form 10-Q.
(x) First Supplemental Indenture between Toledo-Lucas County Port
Authority, and Society National Bank, as Trustee, dated as of
March 1, 1994. Exhibit 10.1 to the Registrant's Quarterly Report
on Form 10-Q for the quarter ended March 31, 1994 (filed May 12,
1994 - File No. 1-9148) (the "First Quarter 1994 Form 10-Q").
(xi) Third Supplement to Lease between Toledo-Lucas County Port
Authority, as Lessor, and Burlington Air Express Inc., as Lessee,
dated as of March 1, 1994. Exhibit 10.2 to the First Quarter 1994
Form 10-Q.
(xii) Fourth Supplement to Lease between Toledo-Lucas County Port
Authority, as Lessor, and Burlington Air Express Inc., as Lessee,
dated as of June 1, 1991. Exhibit 10.3 to the First Quarter 1994
Form 10-Q.
(xiii) Fifth Supplement to Lease between Toledo-Lucas County Port
Authority, as Lessor, and Burlington Air Express Inc., as Lessee,
dated as of December 1, 1996. Exhibit 10(r)(xiii) to the
Registrant's Annual Report on Form 10-K for the year ended
December 31, 1996.
10(o) (i) Credit Agreement, dated as of October 3, 2000, among the
Registrant, as Borrower, Certain of Its Subsidiaries, as
Guarantors, Various Lenders and Fleet National Bank and Chase
Manhattan Bank as Co-Syndication Agents and Bank of
America, N.A., as Administrative Agent. Exhibit 10 to the
Registrant's Quarterly Report on Form 10-Q for the quarter ended
September 30, 2000.
(ii) First Amendment, dated as of October 2, 2001, to the Credit
Agreement, dated as of October 3, 2000, among the Registrant, as
Borrower, Certain of Its Subsidiaries, as Guarantors, Various
Lenders and Bank of America, N.A., as Administrative Agent.
Exhibit 10 to the Registrant's Quarterly Report on Form 10-Q for
the quarter ended September 30, 2001
10(p)* Employment Agreement dated as of May 4, 1998, between the Registrant and
M. T. Dan. Exhibit 10(a) to the Registrant's Quarterly Report on Form
10-Q for the quarter ended September 30, 1998 (the "Third Quarter 1998
Form 10-Q").
10(q)* Executive Agreement dated as of May 4, 1998, between the Registrant and
M. T. Dan. Exhibit 10(b) to the Third Quarter 1998 Form 10-Q.
10(r)* Executive Agreement dated as of August 7, 1998, between the Registrant
and R. T. Ritter. Exhibit 10(c) to the Third Quarter 1998 Form 10-Q.
10(s)* Severance Agreement dated as of August 7, 1998, between the Registrant
and R. T. Ritter. Exhibit 10(d) to the Third Quarter 1998 Form 10-Q.
10(t) Trust Agreement for The Pittston Company Employee Welfare Benefit Trust.
Exhibit 10(t) to the 1999 Form 10-K.
10(u) (i) Note Purchase Agreement dated as of January 18, 2001, between the
Registrant and the Purchasers listed on Schedule A thereto.
Exhibit 10(u)(i) to the 2000 Form 10-K.
(ii) Form of Series A Promissory Note. Exhibit 10(u)(ii) to the 2000
Form 10-K.
(iii) Form of Series B Promissory Note. Exhibit 10(u)(iii) to the 2000
Form 10-K.
10(v) (i) Receivables Purchase Agreement dated as of December 15, 2000,
among BAX Funding Corporation, BAX Global Inc., Liberty Street
Funding Corp. and the Bank of Nova Scotia. Exhibit 10(v)(i) to the
2000 Form 10-K.
(ii) Purchase and Sale Agreement dated as of December 15, 2000, among
the Originators named therein, BAX Funding Corporation and BAX
Global Inc. Exhibit 10(v)(ii) to the 2000 Form 10-K.
13 2001 Annual Report of the Registrant.
21 Subsidiaries of the Registrant.
23 Consent of independent auditors.
24 Powers of attorney.
99* (a) Amendment to Registrant's Pension-Retirement Plan relating to
preservation of assets of the Pension-Retirement Plan upon a
change in control. Exhibit 99 to the Registrant's Annual Report
on Form 10-K for the year ended December 31, 1992 (filed March 20,
1993 - File No. 1-9148).
- --------------------------
*Management contract or compensatory plan or arrangement.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
RESULTS OF OPERATIONS AND FINANCIAL CONDITION
- --------------------------------------------------------------------------------
The Pittston Company and subsidiaries (the "Company") has four operating
segments and one discontinued segment. The operating segments are Brink's,
Incorporated ("Brink's"), Brink's Home Security, Inc. ("BHS"), BAX Global Inc.
("BAX Global") and Other Operations which consists of the Company's gold, timber
and natural gas operations. The Results of Operations in the table reflect only
the performance of the Company's continuing operations.
The Company intends to exit the coal business through the disposal of its coal
mining operations and reserves ("Coal Operations"). The Company's Coal
Operations have been reported as discontinued operations for all periods
presented herein.
For the year ended December 31, 2001, the Company reported net income of $16.6
million, or $0.31 per diluted share, compared with a net loss of $256.6 million,
or $5.12 per diluted share, for 2000. Net income in 2001 included a charge of
$29.2 million (after-tax) reflecting adjustments to the estimated loss on
disposition of the discontinued operations. Results in 2000 included a $207.3
million loss (after-tax) from discontinued operations, a $52.0 million
(after-tax) charge to record the cumulative effect of an accounting change and a
$35.7 million (after-tax) restructuring charge. For the year ended December 31,
1999, the Company reported net income of $34.7 million, or $0.70 per pro forma
diluted share. Net income in 1999 included a charge of $53.5 million (after-tax)
to reflect an impairment in value of certain long-lived assets of the Coal
Operations.
RESULTS OF OPERATIONS
Continuing Operations
Years Ended December 31
(In millions) 2001 2000 1999
- -------------------------------------------------------------------------------
Revenues:
Business and Security Services:
Brink's $ 1,536.3 1,462.9 1,372.5
BHS 257.6 238.1 228.7
BAX Global 1,790.1 2,097.6 2,083.4
- -------------------------------------------------------------------------------
Business and Security Services 3,584.0 3,798.6 3,684.6
Other Operations 40.2 35.5 25.1
- -------------------------------------------------------------------------------
Revenues $ 3,624.2 3,834.1 3,709.7
- -------------------------------------------------------------------------------
Operating profit (loss):
Business and Security Services:
Brink's $ 92.0 108.5 103.5
BHS 54.9 54.3 54.2
BAX Global (24.6) (99.6) 61.5
- -------------------------------------------------------------------------------
Business and Security Services 122.3 63.2 219.2
Other Operations 7.6 5.7 0.3
- -------------------------------------------------------------------------------
Segment operating profit 129.9 68.9 219.5
General corporate expense (19.3) (21.2) (22.9)
- -------------------------------------------------------------------------------
Operating profit $ 110.6 47.7 196.6
- -------------------------------------------------------------------------------
Revenue from continuing operations in 2001 decreased $209.9 million (5%)
compared to 2000, primarily due to lower volume at BAX Global, largely resulting
from weak economic conditions. Operating profit was $110.6 million in 2001
versus $47.7 million in 2000 which included a $57.5 million restructuring charge
at BAX Global (see discussion below). In 2001, improved operating performance at
BAX Global (even after eliminating the effects of the restructuring charge on
2000 performance) was partially offset by a decrease in operating profit at
Brink's.
2
Revenue from continuing operations in 2000 increased $124.4 million (3%)
compared to 1999, primarily due to growth in revenue at Brink's. Operating
profit was $47.7 million in 2000 versus $196.6 million in 1999 primarily due to
both lower operating results and a $57.5 million restructuring charge at BAX
Global in 2000 (see discussion below).
The following is a discussion of the operating results for the Company's four
operating segments: Brink's, BHS, BAX Global and Other Operations.
BRINK'S
Years Ended December 31
(In millions) 2001 2000 1999
- -------------------------------------------------------------------------------
Revenues:
North America (a) $ 684.1 647.2 588.4
International 852.2 815.7 784.1
- -------------------------------------------------------------------------------
Revenues $ 1,536.3 1,462.9 1,372.5
- -------------------------------------------------------------------------------
Operating profit:
North America (a) $ 41.6 53.2 48.5
International 50.4 55.3 55.0
- -------------------------------------------------------------------------------
Segment operating profit $ 92.0 108.5 103.5
- -------------------------------------------------------------------------------
Depreciation and amortization (b) $ 60.1 58.2 51.0
Goodwill amortization 2.1 2.0 2.0
Capital expenditures 71.3 73.9 84.4
- -------------------------------------------------------------------------------
(a) Comprises U.S., Canada and Puerto Rico.
(b) Excludes amortization of goodwill.
Comparison of 2001 and 2000
Brink's worldwide consolidated revenues increased $73.4 million (5%) in 2001 as
compared to 2000. This increase was attributable to both the North America and
International operations and was partially offset by the impact of the stronger
U.S. dollar relative to a year ago. Brink's 2001 operating profit of $92.0
million represented a 15% decrease from 2000, with decreases in both the North
America and International regions. Operating profit in 2000 benefited from a
$4.9 million settlement associated with an insurance recovery related to a prior
year's robbery loss.
Revenues and operating profit from North America operations in 2001 increased
$36.9 million and decreased $11.6 million, respectively, from 2000. The 6%
increase in revenues for 2001 primarily related to higher revenues from armored
car operations, which includes ATM services. Excluding a $4.9 million gain in
2000 from an insurance settlement related to a prior year's robbery loss,
operating profit decreased 14% in 2001, primarily due to increased employee
benefits, particularly for medical benefits and workers' compensation costs, all
risk costs, higher operating losses incurred by the Global Services business
(air courier and diamond/jewelry) in the U.S. (partly due to lower volumes and
higher transportation costs) and a downturn in performance of the armored car
business in Canada due to the loss of certain customer contracts and the effects
of a labor dispute during the first nine months of 2001.
Revenues and operating profit from International operations in 2001 increased
$36.5 million and decreased $4.9 million, respectively, from 2000. International
revenues in 2001 were reduced by approximately $50 million as a result of the
year-over-year strengthening of the U.S. dollar relative to certain local
currencies, primarily in Latin America and, to a lesser extent, Europe.
Excluding these foreign currency effects, International revenues increased 11%,
primarily due to operations in Europe and, to a lesser extent, Latin America and
Asia Pacific. The increase in Europe reflected revenues associated with armored
car services performed under contracts with central banks and banks to
distribute the euro currency throughout Europe, as well as increased volumes in
armored transportation, ATM servicing, currency processing and air courier
operations. Increases in Latin America (excluding foreign currency effects) were
primarily due to higher revenues in Brazil and Venezuela.
The net decrease in International operating profit was due to lower results in
Latin America which more than offset improved results in Europe and Asia
Pacific. Lower operating profits in Latin America reflect severe pricing
competition and unfavorable exchange rate effects in Brazil as well as high
labor costs and deteriorating economic conditions in Argentina. Challenging
economic and competitive conditions in Latin America are expected to continue.
Improved results in Europe included the
3
higher margin euro transportation and distribution work as well as volume
increases in armored transportation, ATM services and currency processing.
Revenues and operating profits for euro transportation and distribution were
primarily earned during the fourth quarter of 2001. Operating results in the
United Kingdom were well below the prior year primarily due to costs associated
with expansion into the ATM business, a decline in air courier volumes and
reduced armored transportation business. Brink's expects revenues and operating
profit in the first quarter of 2002 to include additional revenues and operating
profit associated with the distribution of the euro currency, but does not
expect this to continue during the remainder of 2002. International operating
profits for 2001 benefited from approximately $2 million of pretax gains on the
sale of the Company's investments in two non-strategic international affiliates.
Brink's believes that insurance costs for the industry may increase in future
periods as a result of the widely reported hardening of insurance markets.
Comparison of 2000 and 1999
Brink's worldwide consolidated revenues in 2000 increased 7% compared to 1999.
This increase in revenues occurred in both the North America and International
regions and was partially offset by the impact of the stronger U.S. dollar
relative to 1999 (approximately $68 million). Brink's 2000 operating profit
represented a 5% increase over 1999. The increase in operating profit was
primarily due to increased profits in North America of $4.7 million, which
benefited from a $4.9 million settlement associated with an insurance recovery
related to a prior year's robbery loss. International results increased $0.3
million despite the aforementioned foreign exchange effect which reduced
operating profits by approximately $3.7 million.
Revenues and operating profits from North America operations in 2000 reflected
increases of $58.8 million and $4.7 million, respectively, from 1999. The 10%
increase in revenues for 2000 primarily related to growth in the armored car
operations and new business. The decrease in operating profits of $0.2 million,
excluding the effects of the insurance settlement (discussed above), reflects
higher labor costs in expanding markets and increased workers' compensation and
fuel costs, partially offset by the revenue increase.
Revenues and operating profit from International operations in 2000 represented
increases of $31.6 million and $0.3 million, respectively, from 1999. The 4%
increase in revenue was primarily due to operations in Latin America and
Asia/Pacific, partially offset by a decrease in Europe. The increase in Latin
America was primarily due to improvements in Brazil, while improvements in
Asia/Pacific occurred in Australia and Hong Kong. Revenue decreases in Europe
resulted from the effects of the weaker euro, partially offset by growth in
France. International revenues for 2000 were negatively impacted (primarily in
Europe) by the strong U.S. dollar (approximately $68 million).
International operating profits reflected improvements in the Asia/Pacific
region primarily due to lower operating losses in Australia and higher profits
in Hong Kong. Latin America reported lower operating profits primarily due to
Mexico and weaker business conditions in Colombia, partially offset by
improvements in operating performance in Brazil, Venezuela and Argentina. Europe
reported lower operating profits as results were negatively impacted by the
strong U.S. dollar ($3.8 million), primarily versus the euro and lower operating
profits in the Netherlands due in large part to higher labor costs.
4
BRINK'S HOME SECURITY
(Dollars in millions, Years Ended December 31
subscriber data in thousands) 2001 2000 1999
- -------------------------------------------------------------------------------
Revenues (a) $ 257.6 238.1 228.7
- -------------------------------------------------------------------------------
Operating profit:
Recurring services (b) 100.9 96.4 77.7
Investment in new subscribers (c) (46.0) (42.1) (23.5)
- -------------------------------------------------------------------------------
Segment operating profit (d) $ 54.9 54.3 54.2
- -------------------------------------------------------------------------------
Monthly recurring revenues (e) $ 19.2 18.0 16.8
- -------------------------------------------------------------------------------
Annualized disconnect rate 7.6% 7.6% 7.8%
- -------------------------------------------------------------------------------
Number of subscribers:
Beginning of period 675.3 643.3 585.6
Installations 90.9 82.0 105.6
Disconnects (52.7) (50.0) (47.9)
- -------------------------------------------------------------------------------
End of period 713.5 675.3 643.3
- -------------------------------------------------------------------------------
Average number of subscribers 693.5 659.8 614.3
Depreciation and amortization (f) $ 70.6 62.1 49.9
Amortization of deferred revenue 23.9 20.6 -
Net cash deferrals on
new subscribers (g) 14.4 15.1 -
Capital expenditures 81.3 74.5 80.6
- -------------------------------------------------------------------------------
(a) The change in accounting principle (described below) reduced operating
revenue by $3.1 million and $6.4 million for 2001 and 2000, respectively.
(b) Recurring services reflects the normal monthly operating profit generated
from the existing subscriber base plus, in 2001 and 2000, the amortization of
deferred revenues and deferred subscriber acquisition costs (primarily selling
expenses).
(c) Investment in new subscribers in 2001 and 2000 primarily includes the
marketing and selling expenses, net of the deferral of certain direct costs,
incurred in the acquisition of new subscribers. Investment in new subscribers in
1999 includes the marketing and selling expenses, net of nonrefundable
installation revenues.
(d) Operating profit would have been $1.1 million lower in 2001 and $2.3 million
higher in 2000 if the accounting had been under the method used prior to the
change in accounting principle (described below).
(e) 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 and maintenance services. The monthly
recurring revenues exclude the amortization of deferred revenues.
(f) Includes amortization of deferred subscriber acquisition costs of $10.4
million and $8.5 million in 2001 and 2000, respectively.
(g) Nonrefundable payments on new installations which were deferred, net of
deferred direct selling expenses.
Total segment operating profit is the function of recurring services minus the
cost of the investment in new subscribers. Recurring services in 2000 and 2001,
and in future years, reflects the normal monthly monitoring earnings generated
from the existing subscriber base plus the amortization of deferred revenues and
deferred direct costs from installations (see discussion below). It is impacted
by changes in the average monitoring fee per subscriber, the amount of
operational costs, the size of the subscriber base and the amount of deferred
revenues less deferred direct costs amortized in a given year. Investment in new
subscribers is the net expense (primarily marketing and selling expenses)
incurred in adding to the subscriber base every year. The amount of such
investment charged to income may be influenced by several factors, including the
growth rate of new subscriber installations and the level of costs incurred in
attracting new subscribers. As a result, increases in the rate of investment
(the addition of new subscribers) may have a negative effect on segment
operating profit but a positive impact on cash flow and economic value.
Comparison of 2001 and 2000
Revenues for BHS increased 8% in 2001 versus 2000, primarily due to the 5%
growth in the average subscriber base. Monthly recurring revenues, measured at
year end, grew 7% from 2000 to 2001 as the subscriber base grew 6% from year end
to year end.
Segment operating profit for 2001 grew by $0.6 million to $54.9 million as
subscriber volume-related growth in recurring services was partially offset by
increased field service costs and the $3.9 million increase (9%) in the
investment in new subscribers (the number of installations increased 11% in 2001
versus 2000).
Comparison of 2000 and 1999
Revenues for BHS were $238.1 million in 2000 versus $228.7 million for 1999.
Excluding the effect of the change in accounting principle, revenues in 2000
would have been $6.4 million higher, or $244.4 million, an increase of 7% over
the prior year. Such increase resulted primarily from the 7% growth in the
average subscriber base. Monthly recurring revenues, measured at year-end, grew
7% from 1999 to 2000.
5
Segment operating profit for 2000 was $54.3 million but would have been $56.7
million under the accounting principles used to report 1999 results. This $2.4
million increase in operating profit from the $54.2 million reported in 1999 was
due primarily to the growth in recurring services caused by the year over year
increase in the subscriber base. This was partially offset by the increased cost
of the investment in new subscribers.
Prior to the change in accounting principle in 2000, BHS charged against
earnings as incurred, all marketing and selling costs associated with obtaining
new subscribers and recognized as revenue all nonrefundable payments received
from such subscribers to the extent that costs exceeded such revenues. In
December 1999, the Securities and Exchange Commission issued Staff Accounting
Bulletin No. 101 ("SAB 101"), "Revenue Recognition in Financial Statements,"
followed by a related interpretation in October 2000. These releases provide
interpretive guidance on applying generally accepted accounting principles
covering revenue recognition and related costs. Pursuant to this guidance, BHS
now defers all new installation revenue and the portion of the new installation
costs deemed to be direct costs of subscriber acquisition. Such revenues and
costs are amortized over the expected term of the relationship with the
subscriber.
The above was accounted for as a change in accounting principle. Accordingly,
full year 2000 and 2001 results reflect the impact of the accounting change
which was effective January 1, 2000. The Company recorded a noncash, pretax
charge of $84.7 million ($52.0 million after-tax) in 2000 to reflect the
cumulative effect of the change in accounting principle on years prior to 2000.
BAX GLOBAL
Years Ended December 31
(In millions) 2001 2000 1999
- -------------------------------------------------------------------------------
Revenues:
Americas $ 1,008.1 1,236.6 1,244.0
International 845.0 917.3 892.4
Eliminations/other (63.0) (56.3) (53.0)
- -------------------------------------------------------------------------------
Revenues $ 1,790.1 2,097.6 2,083.4
- -------------------------------------------------------------------------------
Operating profit (loss):
Americas (a) $ (43.0) (96.2) 75.1
International (a) 35.6 33.2 31.0
Other (17.2) (36.6) (44.6)
- -------------------------------------------------------------------------------
Segment operating profit (loss) $ (24.6) (99.6) 61.5
- -------------------------------------------------------------------------------
Depreciation and amortization (b) $ 49.4 53.8 32.6
Goodwill amortization 7.4 7.5 7.8
Capital expenditures 33.1 60.1 94.5
- -------------------------------------------------------------------------------
Intra U.S. revenue $ 457.3 604.6 654.5
Worldwide expedited freight services:
Revenues $ 1,427.2 1,724.2 1,742.3
Weight in pounds 1,453.4 1,764.9 1,802.3
- -------------------------------------------------------------------------------
(a) Includes restructuring charges of $54.6 million for Americas and $2.9
million for International for 2000.
(b) Excludes amortization of goodwill.
BAX Global operates throughout most of the world. The Americas includes the
U.S., Latin America and Canada; International includes BAX Global's Atlantic and
Asia-Pacific operating regions. Each region includes both expedited and
non-expedited freight services. Non-expedited freight services primarily include
deferred delivery freight shipments, supply chain management and ocean freight
services. Revenues and profits on expedited freight services are shared among
the origin and destination countries on most export volumes.
6
Accordingly, BAX Global's U.S. business, the region with the largest export and
domestic volume, may significantly impact the trend of results in BAX Global's
worldwide expedited freight services. In addition, BAX Global's operations
include an international customs brokerage business as well as a federally
certificated airline, Air Transport International ("ATI"). ATI's results include
the results of charter air service and are included in the Americas region.
Eliminations/other revenues primarily include intercompany revenue eliminations
on shared services. Other operating profit (loss) primarily consists of global
support costs including global information technology costs and goodwill
amortization.
Comparison of 2001 and 2000
The 15% decrease in BAX Global's worldwide operating revenues in 2001 as
compared to 2000 was attributable to both the Americas and International
regions. Worldwide operating loss in 2001 was $24.6 million, compared to $99.6
million in 2000. The 2000 operating loss included a restructuring charge of
$57.5 million (discussed below).
Revenues in the Americas decreased $228.5 million (18%) in 2001 compared to 2000
as a result of lower demand for expedited freight primarily caused by weak
economic conditions particularly in the U.S. and Asia. Domestic expedited
volumes and yields in 2001 declined over the prior year. Lower demand is
expected to continue to impact results during the first half of 2002. Results in
2000 for the Americas included a restructuring charge of $54.6 million
(discussed below), a bad debt provision related to one customer of $4.5 million
and a charge of approximately $4 million relating to the decision to terminate a
logistics contract due to inadequate operating returns. Beginning in 2001,
certain U.S.-based logistics revenues and costs were refocused from a global to
a largely Americas role, resulting in certain revenues and costs that were
classified as Other during 2000 being classified within the Americas results in
2001. Other operating loss in 2000 included $7.1 million of such costs.
Excluding the effects of the above-mentioned 2000 charges and the effects of the
change in allocation, the Americas operating loss in 2001 increased $2.8 million
over 2000. Lower freight volume reduced revenue by approximately $230 million,
but the effect on operating profit of the lower volume was largely offset by
cost savings associated with the 2000 restructuring plan and ongoing cost
reduction efforts.
In 2001, International revenues decreased $72.3 million (8%) and operating
profit increased $2.4 million (7%) as compared to 2000. The decrease in revenues
was primarily a result of weak economic conditions in the U.S. and Asia-Pacific.
Results for the Atlantic region in 2000 included a $2.9 million restructuring
charge (see discussion below). Although International operating profit in 2001
was impacted by lower export volumes from the Asia-Pacific region, cost savings
from the previously mentioned 2000 restructuring plan and continuing efforts to
reduce overhead costs resulted in essentially flat profit performance from 2000
to 2001 despite the decline in revenue.
The decrease in 2001 eliminations/other revenue was largely due to the
refocusing of certain U.S.-based logistics revenues from a global to an Americas
role. Eliminations/other revenue in 2000 included $5.8 million of these
logistics revenues. Such revenues in 2001 are included within the Americas.
Other operating loss for 2001 decreased $19.4 million as compared to 2000. The
improvement is primarily due to lower global administrative expenses stemming
from cost control efforts, as well as the reclassification of the U.S.-based
logistics costs noted above. Other operating loss included goodwill amortization
of $7.4 million in 2001, $7.5 million in 2000 and $7.8 million in 1999. Goodwill
will no longer be amortized beginning in 2002. See Note 1 to the Consolidated
Financial Statements.
The terrorist attacks in the U.S. in September 2001 directly impacted BAX
Global's operating results to the extent that it was not able to provide air
cargo service to its customers for a short period in September. The attacks
could also have an effect on BAX Global's future operating costs depending on
security measures required by the Federal Aviation Administration. BAX Global
has implemented a customer surcharge for certain of the incremental security
costs on international shipments. Insurance premiums paid by BAX Global and its
competitors are expected to increase as a result of the widely reported
hardening of insurance markets.
7
Comparison of 2000 and 1999
BAX Global's worldwide operating revenues were $2.1 billion in 2000 and 1999. In
2000, a slight decrease (1%) in the Americas revenues was offset by an increase
in International revenues (3%), when compared to revenues in 1999. Domestic and
International fuel surcharges resulted in a small increase in yields for 2000 as
compared to 1999. In 2000, BAX Global reported an operating loss of $99.6
million, including the restructuring charge of $57.5 million discussed below, as
compared to an operating profit in 1999 of $61.5 million. BAX Global's operating
loss of $42.1 million, before the restructuring charge, was primarily due to
significantly lower performance in the Americas region which was partially
offset by improved International results. Operating profit in 1999 included a
benefit of $1.6 million related to 1998 incentive accrual reversals. The
majority of that benefit impacted BAX Global's International region.
Revenues in the Americas decreased $7.4 million (1%) in 2000 as compared to
1999. The decrease in revenue was primarily due to a decrease in domestic
expedited volume, partially offset by increases in domestic expedited yields
resulting primarily from fuel surcharges. In 2000, the Americas operating loss
included restructuring charges of $54.6 million. The decrease in the operating
performance in the Americas region, excluding the effects of the restructuring
charges, was primarily due to lower volumes, higher service costs for the fleet
of aircraft, higher administrative costs (including $2.8 million related to
staff reductions, not included in the restructuring charge) and increases in
fuel costs which were not fully covered by fuel surcharges and hedging
activities. Operating results in the Americas were also impacted by higher
depreciation and amortization expense, reflecting the depreciation associated
with higher expenditures on aircraft modifications in 1999 and information
systems placed in service in late 1999. The Americas operating results also
included a bad debt provision of approximately $4.5 million related to the
bankruptcy of a customer during the third quarter of 2000 and a charge of
approximately $4 million resulting from the decision to terminate a logistics
contract due to inadequate operating returns.
In 2000, International revenues and operating profit increased $24.9 million
(3%) and $2.2 million (7%), respectively, compared to 1999. In 2000, the
International operations reported operating profits of $33.2 million which
included a restructuring charge of $2.9 million in the Atlantic region. The
increase in revenue resulted from growth in the Atlantic and Pacific regions.
The increase in operating profit was primarily due to continued growth in the
Pacific region from increased supply chain management and transportation
services to the high technology industry. Operating profit in 1999 reflected the
benefit of approximately $1.3 million relating to the previously mentioned
reversal of excess incentive accruals.
The increase in eliminations/other revenue was consistent with increased
revenues on shipments across national borders. Other operating loss decreased
$8.0 million primarily due to lower global administrative expenses.
2000 Restructuring Plan
Over the course of 2000, the operating performance of BAX Global's Americas
region was negatively impacted by lower than expected demand and higher
transportation, operating and administrative costs relative to that lower
demand. As such, BAX Global evaluated alternatives directed at returning its
Americas operations to profitability, including ways to improve sales
performance and to reduce transportation, operating and administrative expenses.
During the fourth quarter of 2000, BAX Global finalized a restructuring plan
aimed at reducing the capacity and cost of its airlift capabilities in the U.S.
as well as reducing station operating expenses, sales, general and
administrative costs in the Americas and Atlantic regions. The actions taken
included:
o The removal of ten planes from the fleet, nine of which were dedicated to
providing lift capacity in BAX Global's commercial cargo system.
o The closure of nine operating stations and realignment of domestic
operations.
o The reduction of employee-related costs through the elimination of
approximately 300 full-time positions including aircraft crew and station
operating, sales and business unit overhead positions.
8
In addition, certain Atlantic region operations were streamlined in order to
reduce overhead costs and improve overall performance in that region. The
Atlantic region planned restructuring efforts involved severance costs and
station closing costs in the UK, Denmark, Italy and South Africa. Approximately
50 positions were eliminated, most of which were positions at or above manager
level.
The following is a summary of the 2000 charges related to the restructuring:
Americas Atlantic Total
(In millions) Region Region BAX Global
- -------------------------------------------------------------------------------
Fleet related charges $ 49.7 - 49.7
Severance costs 1.1 1.2 2.3
Station and other closure costs 3.8 1.7 5.5
- -------------------------------------------------------------------------------
Restructuring charge $ 54.6 2.9 57.5
- -------------------------------------------------------------------------------
Approximately $45.2 million of the restructuring charge was noncash and
approximately $0.3 million of the charge was paid in 2000. The following
analyzes the changes in the remaining liabilities for such costs:
Station
Fleet and
(In millions) Charges Severance Other Total
- -------------------------------------------------------------------------------
December 31, 2000 $ 6.6 2.0 3.4 12.0
Adjustments 0.6 (0.4) (0.4) (0.2)
Payments (5.1) (1.5) (0.9) (7.5)
- -------------------------------------------------------------------------------
December 31, 2001 $ 2.1 0.1 2.1 4.3
- -------------------------------------------------------------------------------
Substantially all severance costs have been paid out. The remaining accrual
primarily includes contractual commitments for aircraft and facilities. The
majority of the remaining accrual for fleet charges is expected to be paid out
by the end of 2002. Approximately $0.5 million of the remaining accrual for
station and other costs is expected to be paid by the end of 2002, with the
balance expected to be paid through the end of 2007.
The Company decreased its accrual for restructuring in 2001 by a net $0.2
million as a result of changes in the estimate of certain liabilities.
Other Operations
Other Operations comprises the Company's gold, timber and natural gas
operations. The Company's long-term plan is to ultimately exit these activities
in order to focus resources on its core Business and Security Services segments.
The nature and timing of the exit and any interim actions could result in gains
or losses material to operating results in one or more periods.
Years Ended December 31
(In millions) 2001 2000 1999
- -------------------------------------------------------------------------------
Revenues:
Gold $ 14.6 16.6 13.7
Timber 18.2 13.0 7.5
Natural gas 7.4 5.9 3.9
- -------------------------------------------------------------------------------
Revenues $ 40.2 35.5 25.1
- -------------------------------------------------------------------------------
Operating profit (loss):
Gold $ (1.0) (1.6) (5.3)
Timber (2.7) (1.6) (0.3)
Natural gas (a) 11.3 8.9 5.9
- -------------------------------------------------------------------------------
Segment operating profit $ 7.6 5.7 0.3
- -------------------------------------------------------------------------------
(a) Natural gas royalties are included within other operating income.
Lower net sales for the Company's gold operations during 2001 as compared to
2000 was primarily the result of a decrease in ounces of gold sold and a strong
U.S. dollar, partially offset by higher gold realizations. The decrease in the
operating loss in 2001 as compared to 2000 reflected the effects of a stronger
U.S. dollar and higher gold realizations, partially offset by lower sales and
production volume. In addition, the operating loss in 2000 included expenses of
$0.4 million associated with the discontinuation of exploration activities in
Nevada and a charge of $1.1 million relating to the impairment of an open pit
project in Australia.
The 22% increase in net sales for the Company's gold operations in 2000 as
compared to 1999 resulted from a 20% increase in the ounces of gold sold and
slightly higher realizations. The lower operating loss in 2000 as compared to
1999 was due to improved operating performance, partially offset by expenses of
$0.4 million associated with the discontinuation of exploration activities in
Nevada and a charge of $1.1 million relating to the impairment of an open pit
project in Australia.
9
The increase in revenues from the Company's timber operations in 2001 as
compared to 2000 was primarily due to increased timber sales volumes, partially
offset by a decline in lumber prices. The increase in operating loss for 2001 as
compared to 2000 was largely the result of the lower lumber prices.
Revenues and operating losses for the Company's timber operations increased in
2000 as compared to 1999, reflecting start-up activity and costs.
The increase in revenues and operating profit from the Company's natural gas
operations in 2001 and 2000 as compared to 2000 and 1999, respectively, resulted
from higher natural gas prices and increases in productive assets.
Discontinued Operations
As noted previously, Coal Operations were reported as discontinued operations of
the Company as of December 31, 2000. The Company's plan of disposal includes the
sale of its active and idle coal mining operations (including 24 company or
contractor operated mines and 5 active plants) and reserves, as well as other
assets which support those operations. Included in the assets expected to be
disposed of is the Company's interest in Dominion Terminal Associates ("DTA"), a
coal port facility in Newport News, Virginia.
The Company originally anticipated disposing of these properties and support
operations during the year ended December 31, 2001. Although the Company has
been actively engaged in the implementation of its plan of disposal, due to
various factors, the first sale of a portion of its coal properties was not
completed until early 2002. At that time, the Company concluded a portion of the
plan through the sale of certain properties in West Virginia. The Company
currently expects to complete the sale or shut down of unsold operations during
2002.
The assets to be disposed of primarily include inventory, the Company's
partnership interest in DTA and property, plant and equipment, and it is
expected that certain liabilities, primarily reclamation costs related to active
properties will be assumed by the purchaser(s). Total proceeds from the sale of
Coal Operations, which could include cash, the present value of minimum future
royalties to be received and liabilities to be transferred, are expected to
exceed $100 million.
Based on developments in the fourth quarter of 2001 and the annual reevaluation
of certain benefit plan obligations, the Company revised its estimates of
operating performance from the measurement date to the expected date of
disposal, inactive employee liability charges, the value of certain benefit
plans, and changes in assets and liabilities, and as a result, increased its
expected pretax loss on the disposal by $54.3 million ($29.2 million after-tax),
as detailed below.
Losses included in discontinued operations in the Company's Consolidated
Statements of Operations were as follows:
Years Ended December 31
(In millions) 2001 2000 1999
- -------------------------------------------------------------------------------
Pretax loss from the operations of the
discontinued segment $ - (32.4) (122.0)
Income tax benefit - (14.2) (48.7)
- -------------------------------------------------------------------------------
Loss from the operations of the
discontinued segment, after-tax - (18.2) (73.3)
- -------------------------------------------------------------------------------
Estimated operating losses during
the disposal period $ (22.2) (45.0) -
Health Benefit Act liabilities and
curtailment of benefit plans (8.0) (163.3) -
Estimated loss on the disposal (24.1) (85.9) -
- -------------------------------------------------------------------------------
Estimated pretax loss on the disposal
of the discontinued segment (54.3) (294.2) -
Income tax benefit (25.1) (105.1) -
- -------------------------------------------------------------------------------
Estimated loss on the disposal of the
discontinued segment, after-tax (29.2) (189.1) -
- -------------------------------------------------------------------------------
Loss from discontinued
operations $ (29.2) (207.3) (73.3)
- -------------------------------------------------------------------------------
During the fourth quarter of 2001, the Company recorded $22.2 million of
estimated operating losses that are expected to be incurred through the expected
end of the disposal period. This charge reflects projected operating performance
of the discontinued operations during the extension of the expected period of
disposal, including an estimated $41.8 million of 2002 inactive employee costs,
and is net of adjustments to the estimated operating losses for 2001 of $45.0
million which were recorded in the prior year. Such adjustments included a
refund of $23.4
10
million (including interest) of Federal Black Lung Excise Tax ("FBLET") received
during the fourth quarter of 2001, an accrual of $9.5 million for litigation
settlements that are expected to be paid during early 2002 and the impact of
worse than expected operating performance in 2001. The $41.8 million of
estimated 2002 inactive employee costs increased from the actual 2001 inactive
employee costs incurred of $28.7 million, primarily due to higher retiree
medical benefit charges resulting from changes in actuarial assumptions.
In 2000, the Company recorded a $161.7 million obligation under the Coal
Industry Retiree Health Benefit Act of 1992 (the "Health Benefit Act"), which
represents the actuarially determined undiscounted liability for such
obligations (discussed in detail below). During 2001, the Company recorded an
additional charge of $8.0 million to reflect the current actuarially determined
undiscounted liability for obligations under the Health Benefit Act. This
liability will continue to be adjusted based on actuarial studies in the future.
During 2000, the Company also recorded a net curtailment loss of $1.6 million,
comprising a $6.0 million net curtailment loss on the Company's medical benefit
plans and a $4.4 million net curtailment gain on the Company's pension plans.
A charge of $24.1 million was recorded in the fourth quarter of 2001 to record a
revaluation of the estimated loss on the disposition of the Coal Operations.
This additional net expense reflects changes in the expected proceeds to be
received and changes in the expected values of assets and liabilities through
the anticipated dates of sale or shutdown. It also includes the recording of a
multi-employer pension plan withdrawal liability of $8.2 million associated with
its planned exit from the coal business. The ultimate withdrawal liability, if
any, is subject to several factors, including funding and benefit levels of the
plans and the ultimate timing and form of the sale transactions. Accordingly,
the actual amount of this liability could change materially.
Income tax benefits attributable to the loss on the disposal of the discontinued
segment include the benefits of percentage depletion generated from the active
operations during the sale period.
Estimates regarding losses on the disposal of coal assets and operating losses
during the disposal period, the ultimate outcome of the disposal of the coal
business, including the timing of sales, the value to be received for assets
sold and liabilities assumed by the purchasers, and the value of liabilities
retained by the Company are subject to known and unknown risks, uncertainties
and contingencies, many of which are beyond the control of the Company, that
could cause actual results, performance or achievements to differ materially
from those which are anticipated. Such risks, uncertainties and contingencies
include, but are not limited to, overall economic and business conditions,
demand and competitive factors in the coal industry, the results of ongoing
labor negotiations with respect to two of the Company's deep mines in Virginia,
the interest of third parties in some or all of the Company's remaining coal
assets, completion of sales of coal assets on mutually agreeable terms, the
impact of the announced disposal process on the coal business' ability to
operate in the normal course, the impact of delays in the issuance or the
non-issuance of mining permits, the timing of and consideration received for the
sale of the coal assets, costs associated with shutting down those operations
that are not sold, funding and benefit levels of the multi-employer pension
plans, geological conditions and variations in the spot prices of coal.
Operating Performance of Discontinued Operations
Since estimated operating losses during the sales period for the discontinued
operations are recorded as part of the estimated loss on the disposal of the
discontinued segment, actual operating results of operations during this period
are not included in consolidated results of operations. The following table
shows selected financial information for Coal Operations during 2001, as
compared to amounts recognized as part of the loss from discontinued operations
in 2000 and amounts reported within consolidated results of operations in 1999.
Years Ended December 31
(In millions) 2001 2000 1999
- -------------------------------------------------------------------------------
Sales $ 384.0 401.0 436.7
Operating loss before
inactive employee costs (3.0) (7.0) (89.0)
Inactive employee costs (28.7) (30.0) (35.0)
- -------------------------------------------------------------------------------
Operating loss (31.7) (37.0) (124.0)
Loss before income taxes $ (29.5) (32.4) (122.0)
- -------------------------------------------------------------------------------
11
Sales in 2001 for the discontinued coal operations decreased $17.0 million as
compared to 2000, primarily due to a decrease in volumes, partially offset by
higher realizations. Excluding inactive employee costs, the operating loss in
2001 of $3.0 million was $4.0 million lower than in 2000. Results in 2001
included a pretax gain on the receipt of $23.4 million of FBLET refunds during
the fourth quarter, partially offset by increased costs associated with
difficult geological conditions, an accrual for litigation settlements of $9.5
million as well as higher idle and closed mine costs.
Sales in 2000 for the discontinued coal operations decreased $35.7 million as
compared to 1999, primarily due to a decrease in volumes. In addition, coal
sales were impacted by lower realizations per ton due to weaker market
conditions. The operating loss in 1999 includes a charge of $82.3 million
related to the impairment of long-lived assets and a joint venture interest as
well as other mine closure costs, substantially all of which were noncash.
Excluding this charge and inactive employee costs, the operating loss in 2000 of
$7.0 million was $0.3 million higher than in 1999, primarily due to decreases in
the gross margin due to lower realizations and higher production costs.
Unaudited quarterly financial information for the discontinued coal operations
operating results was as follows:
(In millions) 1st 2nd 3rd 4th
- -------------------------------------------------------------------------------
2001 Quarters:
Sales $ 98.2 101.9 99.3 84.6
Operating profit (loss) before
inactive employee costs (4.9) (2.5) (1.1) 5.5
Inactive employee costs (6.5) (6.4) (6.7) (9.1)
- -------------------------------------------------------------------------------
Operating loss (11.4) (8.9) (7.8) (3.6)
Loss before income taxes $ (10.8) (8.3) (7.3) (3.1)
- -------------------------------------------------------------------------------
2000 Quarters:
Sales $ 98.2 92.8 106.3 103.7
Operating profit (loss) before
inactive employee costs (3.0) (3.5) 0.2 (0.7)
Inactive employee costs (8.2) (7.3) (7.3) (7.2)
- -------------------------------------------------------------------------------
Operating loss (11.2) (10.8) (7.1) (7.9)
Loss before income taxes $ (8.5) (10.2) (6.4) (7.3)
- -------------------------------------------------------------------------------
Retained Assets, Liabilities and Contingencies of Discontinued Operations
Certain assets and liabilities are expected to be retained by the Company,
including net working capital and other assets (excluding inventory), certain
parcels of land, income and non-income tax assets and liabilities, certain
inactive employee liabilities primarily for postretirement medical benefits,
workers' compensation and black lung obligations, and reclamation related
liabilities associated with certain closed coal mining sites in Virginia, West
Virginia and Kentucky. In addition, the Company expects to continue to be liable
for other contingencies, including its unconditional guarantee of the payment of
the principal and premium, if any, on coal terminal revenue refunding bonds
(principal amount of $43.2 million).
The following is a summary as of December 31, 2001 of the carrying values of
assets and liabilities that the Company expects to retain:
(In millions) December 31, 2001
- -------------------------------------------------------------------------------
Assets:
Net working capital and other assets $ 20.5
Property and equipment, net 5.6
Net deferred tax assets (Note 15) 244.4
Liabilities:
Inactive workers' compensation 33.5
Black lung obligations (Note 13) 45.4
Company-sponsored retiree medical (Note 13) 266.6
Health Benefit Act (Note 13) 159.9
Reclamation liabilities for inactive properties 24.7
DTA 43.2
Other liabilities 17.9
- -------------------------------------------------------------------------------
Legacy Liabilities
The Company sometimes refers to a significant portion of the above liabilities
to be retained as "legacy" liabilities. Such "legacy" liabilities are generally
defined as those employee-benefit obligations related to former coal employees
and other beneficiaries or reclamation liabilities related to inactive sites
which the Company expects to retain. Such "legacy" liabilities are to be
satisfied over time by direct payments from the Company or indirect payments
from trust funds (for example, the Voluntary Employees' Beneficiary Association
("VEBA") trust which has been established by the Company. See Note 13 to the
Consolidated Financial Statements.
12
Under accounting principles generally accepted in the U.S. ("GAAP"), some of the
"legacy" liabilities are not yet fully recorded on the balance sheet or reflect
the sum of the undiscounted expected cash payments which extend over a long
period of time.
To facilitate an understanding of the currently estimated value of the Company's
"legacy" liabilities, as of December 31, 2001, the full value of such
liabilities, discounted to a present value (for those liabilities with extended
payment dates) is reflected in the "Legacy" Value column. PLEASE NOTE THAT THIS
IS NOT A GAAP PRESENTATION AND THIS TABLE SHOULD ONLY BE READ IN CONJUNCTION
WITH THE CONSOLIDATED FINANCIAL STATEMENTS.
Balance "Legacy"
(In millions) Sheet Value
- -------------------------------------------------------------------------------
Legacy liabilities discounted at 7.25%:
Company-sponsored
retiree medical (a) $ 267 454
Black lung (b) 45 59
Undiscounted legacy liabilities:
Health Benefit Act (c) 160 85
Workers' compensation 34 34
Reclamation 25 25
- -------------------------------------------------------------------------------
Legacy liabilities $ 531 657
- -------------------------------------------------------------------------------
Legacy assets:
VEBA $ 17 17
- -------------------------------------------------------------------------------
(a) See Note 13 to the Consolidated Financial Statements. Of the Company's total
liability for postretirement benefits other than pensions of $464 million as of
December 31, 2001, approximately $454 million relates to Coal Operations. Under
GAAP only $267 million has been charged to expense as of December 31, 2001 and
therefore reflected on the balance sheet.
(b) See Note 13 to the Consolidated Financial Statements. Of the Company's total
black lung liability of $59 million as of December 31, 2001, only $45 million
has been charged to expense through December 31, 2001 and therefore reflected on
the balance sheet as of December 31, 2001.
(c) See Note 13 to the Consolidated Financial Statements. All of the Company's
total estimated payments for Health Benefit Act premiums of approximately $160
million have been recorded as of December 31, 2001. Such payments are expected
to be paid out over the next seventy or more years and will vary with changes in
the numbers of participants, medical inflation and statutory changes to the 1992
law under which such benefits are paid. Accordingly, such payments have not been
discounted to a net present value for financial reporting purposes. To reflect
the time value of money, an estimate of the present value of these payments has
been made using a 7.25% discount rate and such estimate ranges from $80 to $85
million.
The above estimated liability values are as of December 31, 2001. Such values
will be adjusted annually to reflect actual experience, annual actuarial
revaluations and periodic revaluations of reclamation liabilities.
The Company expects to have ongoing expenses associated with its Coal Operations
including interest costs and amortization expenses on its retiree medical and
black lung obligations, changes, if any, in valuations of liabilities for
inactive workers' compensation benefits, Health Benefit Act benefits and
retained reclamation liabilities, and certain ongoing costs, if any, for
abandoned sites or operations. Such expenses are currently included in the loss
from discontinued operations since they are considered to be costs of the
discontinued operations. Upon completion of the disposal of the Company's Coal
Operations, these expenses will continue to be charged annually against the
Company's earnings. Using assumptions in existence as of December 31, 2001, the
Company estimates that such expenses over the next five years will approximate
$45 million to $55 million per annum.
The liabilities presented above are based on a variety of estimates, including
actuarial assumptions, as described below in the Critical Accounting Policies
and the Use of Judgment and in the Notes to the Consolidated Financial
Statements.
Significant Contractual Obligations of Discontinued Operations
The following table includes certain significant contractual obligations of the
Company's discontinued operations. See Notes 6 and 18 to the Consolidated
Financial Statements for additional information related to these and other
obligations. Most of these contractual obligations are expected to be
transferred to the purchasers of related properties.
Payments Due by Period
--------------------------------------
2003- 2005- Later
(In millions) 2002 2004 2006 Years Total
- ----------------------------------------------------------------------------
Operating leases (a) $ 11.2 5.6 - - 16.8
Unconditional purchase
obligations (b):
Coal royalties 3.3 5.5 5.1 44.3 58.2
Equipment 15.5 - - - 15.5
- ----------------------------------------------------------------------------
Total $ 30.0 11.1 5.1 44.3 90.5
- ----------------------------------------------------------------------------
(a) Payments for operating leases are recognized as an expense in the
Consolidated Statement of Operations as incurred.
(b) Payments made pursuant to unconditional purchase obligations are recognized
as an expense in the Consolidated Statement of Operations as incurred.
Unconditional purchase obligations generally specify a minimum amount of service
or product to be consumed by the Company, and the Company currently expects to
consume at least the minimum levels specified in its contracts.
13
Federal Black Lung Excise Tax
On February 10, 1999, the U.S. District Court of the Eastern District of
Virginia entered a final judgment in favor of certain of the Company's
subsidiaries, ruling that the Federal Black Lung Excise Tax ("FBLET") is
unconstitutional as applied to export coal sales. A total of $0.8 million
(including interest) was refunded in 1999 for the FBLET that those companies
paid for the first quarter of 1997. The Company sought refunds of the FBLET it
paid on export coal sales for all open statutory periods and received refunds of
$23.4 million (including interest) during the fourth quarter of 2001. The
Company continues to pursue the refund of other FBLET payments. Due to
uncertainty as to the ultimate additional future amounts to be received, if any,
which could amount to as much as $20 million (before interest and applicable
income taxes), as well as the timing of any additional FBLET refunds, the
Company has not currently recorded receivables for such additional FBLET refunds
in its estimate of operating losses to be incurred during the disposal period.
Foreign Operations
A portion of the Company's financial results is derived from activities in over
100 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, its results
are affected by changes in the value of the various foreign currencies in
relation to the U.S. dollar. Changes in exchange rates may also affect
transactions which are denominated in currencies other than the functional
currency. The diversity of foreign operations helps to mitigate a portion of the
impact that foreign currency fluctuations in any one country may have on the
translated results. With the introduction of the euro, transaction gains and
losses no longer occur on transactions between countries that have adopted the
euro. The Company, from time to time, uses foreign currency forward contracts to
hedge transactional risks associated with foreign currencies. (See "Market Risk
Exposures" below.) All transaction gains or losses are included in net income
for the period along with translation adjustments of net monetary assets and
liabilities denominated in the local currency relating to operations in
countries with highly inflationary economies, such as the Company's Venezuelan
subsidiary.
The Company is also subject to other risks customarily associated with doing
business in foreign countries, including labor and economic conditions,
political instability, controls on repatriation of earnings and capital,
nationalization, expropriation and other forms of restrictive action by local
governments. The future effects, if any, of such risks on the Company cannot be
predicted.
Euro
The Company's Brink's and BAX Global subsidiaries have operations in various
European countries that have adopted a common currency (the "euro"). To date,
Brink's and BAX Global operations have not experienced any significant problems
with the euro currency conversion.
Corporate Expenses
In 2001, general corporate expenses totaled $19.3 million compared with $21.2
million and $22.9 million in 2000 and 1999, respectively. Corporate expenses in
2001 reflected lower employee-related costs. Corporate expenses in 1999 included
professional fees and expenses of approximately $1.3 million related to the
Company's December 6, 1999 announcement to eliminate its tracking stock capital
structure.
Interest Expense
Interest expense totaled $32.4 million in 2001 compared with $43.4 million in
2000 and $38.2 million in 1999. The decrease in interest expense in 2001 as
compared to 2000 was primarily due to lower average borrowings and borrowing
costs. The increase in interest expense in 2000 as compared to 1999 was
primarily due to higher average interest rates and higher average borrowings.
Interest costs for 2000 under the revolving credit facility were higher than the
1999 costs under the previous credit agreement.
Other Income (Expense), Net
Other expense, net, increased to $2.8 million in 2001 as compared to $0.2
million in 2000, primarily due to costs in 2001 of $7.0 million associated with
the sale of a revolving interest in certain of BAX Global's accounts receivable
representing the related discounts and fees. These costs were partially offset
by a gain of $3.9 million on the sale of marketable securities.
Other expense, net, in 2000 of $0.2 million represented a decrease of $8.6
million from other income, net of $8.4 million for 1999, primarily due to a gain
in 1999 on the sale of marketable securities. Other factors increasing expense
in 2000 include expenses associated with the sale of accounts receivable at BAX
Global.
Income Taxes
In 2001, 2000 and 1999, the provision for income taxes from continuing
operations was greater than the statutory federal income tax rate of 35%
primarily due to goodwill amortization and state income taxes, partially offset
by lower taxes on foreign income. In 2000, the $57.5 million BAX Global
restructuring charge and lower consolidated pretax income caused non-deductible
items (principally goodwill amortization) to be a more significant factor in
14
calculating the effective tax rate. As a result of Coal Operations being
reported under discontinued operations, the tax benefits of percentage depletion
are not reflected in the effective tax rate of continuing operations. The
Company will no longer amortize goodwill beginning in 2002 (see Note 1 to the
Consolidated Financial Statements). As a result, the negative impact to the
effective tax rate caused by non-deductible goodwill amortization will no longer
be a factor beginning in 2002.
Based on the Company's historical and future expected taxable earnings,
management believes it is more likely than not that the Company will realize the
benefit of the net deferred tax assets at December 31, 2001.
LIQUIDITY AND CAPITAL RESOURCES
Summary of cash flows available for financing:
Years Ended December 31
(In millions) 2001 2000 1999
- -------------------------------------------------------------------------------
Income from continuing
operations $ 45.8 2.7 108.0
Noncash restructuring and
other charges - 47.8 -
Depreciation and amortization 194.4 188.9 148.9
Heavy maintenance provision 32.4 40.2 50.2
Working capital 27.5 (48.3) (28.6)
Sale of accounts receivable (16.0) 85.0 -
Discontinued operations 6.9 30.4 16.1
Other 24.7 18.1 34.7
- -------------------------------------------------------------------------------
Operating activities 315.7 364.8 329.3
- -------------------------------------------------------------------------------
Capital expenditures (193.1) (214.4) (268.9)
Heavy maintenance expenditures (15.5) (50.5) (52.9)
Discontinued operations (11.1) (7.4) (10.5)
Other (5.4) (1.4) 5.5
- -------------------------------------------------------------------------------
Investing activities (225.1) (273.7) (326.8)
- -------------------------------------------------------------------------------
Cash flows available for financing $ 90.6 91.1 2.5
- -------------------------------------------------------------------------------
The Company's cash flows available for financing were approximately $90 million
in both 2001 and 2000, up from $2.5 million in 1999.
In 2001, reductions in net working capital, capital expenditures and heavy
maintenance spending resulted in a similarly sized benefit as that derived in
2000 from the initial sale of accounts receivable. Despite the decline in income
from continuing operations in 2000 as compared to 1999, the sale of receivables
and lower capital expenditures increased cash flows available for financing by
almost $89 million.
The Company's consolidated cash flows available for financing depends on each of
the operating segments' cash flows.
Years Ended December 31
(In millions) 2001 2000 1999
- -------------------------------------------------------------------------------
Cash flows available for financing:
Brink's $ 38.2 34.6 (3.3)
BHS 25.8 22.1 13.3
BAX Global 46.4 (90.6) (25.3)
Sale of accounts receivable (16.0) 85.0 -
Corporate and Other Operations 0.4 17.0 12.2
Discontinued operations (4.2) 23.0 5.6
- -------------------------------------------------------------------------------
Cash flows available for financing $ 90.6 91.1 2.5
- -------------------------------------------------------------------------------
Cash flows available for financing at Brink's and BHS in 2001 approximated those
in 2000. Cash flows available for financing at Brink's increased in 2000 over
1999 primarily as the result of lower capital expenditures and lower growth in
working capital.
The improvement in cash flows available for financing at BAX Global in 2001 over
2000 is primarily due to $62.1 million lower spending for capital expenditures
and aircraft heavy maintenance (discussed below) and reduction in net working
capital. BAX Global's cash flow deficit before financings in 2000 increased by
$65 million from 1999 due to the decline in operating performance and higher
levels of working capital.
15
Discontinued operations' cash flow available for financing in 2000 was higher
than 2001 and 1999 primarily as a result of a $44.4 million reduction in working
capital used in 2000. Discontinued operations in 2001 included $23.4 million of
Federal Black Lung Excise Tax refunds. Included in the discontinued operations
cash flows available for financing are payments for benefits for inactive coal
employees, reclamation and other liabilities. The Company expects to continue to
be liable for such payments after it disposes of its Coal Operations.
Capital and Aircraft Heavy Maintenance Expenditures
Capital expenditures for 2001 of $193.1 million were $21.3 million lower than
for 2000. Of the 2001 capital expenditures, $71.3 million (37%) was spent by
Brink's, $81.3 million (42%) was spent by BHS, $33.1 million (17%) was spent by
BAX Global and $7.2 million (4%) was spent by Other Operations. Lower capital
expenditures in 2001 as compared to 2000 were primarily due to lower levels of
spending at BAX Global in 2001 resulting from a decrease in the number of planes
operated by the Company's Air Transport International unit.
Aircraft heavy maintenance expenditures decreased $35.0 million in 2001 to $15.5
million as compared to 2000, primarily due to a decrease in the number of planes
in maintenance, largely as the result of the decrease in the total number of
planes operated by the Company's Air Transport International unit. The Company
expects to spend between $30 million and $35 million on aircraft heavy
maintenance in 2002.
Capital expenditures in 2002 are currently expected to range from $220 million
to $240 million, depending on operating results throughout the year. Expected
capital expenditures for 2002 reflect an increase in customer installations at
BHS, security and information technology spending at Brink's and increased
spending on information technology at BAX Global. An additional amount ranging
from $15 million to $20 million of necessary or committed expenditures relating
to the discontinued operations is expected during 2002. Capital expenditures for
the discontinued operations reflect spending in the first half of 2002 on the
development of a deep mine in order to improve the marketability of certain coal
assets. The foregoing amounts exclude expenditures that have been or are
expected to be financed through operating leases.
Financing Activities
Net cash flows used in financing activities were $101.7 million for 2001
compared with $124.5 million in 2000. Both years reflect a reduction in the
Company's debt levels. Repayments in 2001 used cash generated from operations.
The 2000 level reflected repayments under a bank credit facility (described
below) with the proceeds from the sale of $85.0 million of accounts receivable
at BAX Global, as well as from the proceeds of increased borrowings in late 1999
and repayments of a portion of the debt of Brink's France and Venezuela
affiliates during 2000.
The Company has a $362.5 million credit agreement under which it may borrow on a
revolving basis up to $185 million over a three-year term ending October 2003
and up to $177.5 million over a one-year term ending October 2002. The Company
expects to negotiate an extension for a significant portion of the facility
which ends in October 2002. Approximately $226.3 million was available for
borrowing with this facility at December 31, 2001.
The Company has two multi-currency revolving bank credit facilities that total
$95.0 million in available credit line, of which $46.8 million was available at
December 31, 2001 for additional borrowing. Various foreign subsidiaries
maintain other secured and unsecured lines of credit and overdraft facilities
with a number of banks. Amounts outstanding under these agreements are included
in short-term borrowings.
The Company completed a $75.0 million private placement of Senior Notes in 2001.
The Senior Notes are scheduled to be repaid in 2005 through 2008. The Company
has the option to prepay all or a portion of the Series A or Series B Notes
prior to maturity with a prepayment penalty. The $75 million proceeds from
issuance of the Senior Notes were used to repay borrowings under the revolving
credit facility.
The U.S. bank credit agreement, the agreement under which the Senior Notes were
issued and the multi-currency revolving bank credit facilities each contain
various financial and other covenants. The financial covenants limit the
Company's total indebtedness, provide for minimum coverage of interest costs,
and require the Company to maintain a minimum level of net worth. The Company
was in compliance with all financial covenants at December 31, 2001. If the
Company were not to comply with the terms of its various loan agreements, the
repayment terms could be accelerated.
16
As of December 31, 2001, debt as a percentage of capitalization (total debt and
shareholders' equity) was 38% compared to 45% at December 31, 2000.
Significant Contractual Obligations of Continuing Operations
The following table includes certain significant contractual obligations of the
Company's continuing operations. See Notes 6, 10 and 12 to the Consolidated
Financial Statements for additional information related to these and other
obligations.
Payments Due by Period
--------------------------------------
2003- 2005- Later
(In millions) 2002 2004 2006 Years Total
- ----------------------------------------------------------------------------
Included in operating and
investing activities:
Operating leases (a) $ 123.4 165.9 85.7 141.6 516.6
Unconditional purchase
obligations (b):
ACMI (c) 41.2 34.2 - - 75.4
Equipment 8.1 - - - 8.1
- ----------------------------------------------------------------------------
Total $ 172.7 200.1 85.7 141.6 600.1
- ----------------------------------------------------------------------------
Included in financing
activities:
Long-term debt (d) $ 17.2 158.6 48.7 45.6 270.1
- ----------------------------------------------------------------------------
(a) Payments for operating leases are recognized as an expense in the
Consolidated Statement of Operations as incurred.
(b) Payments made pursuant to unconditional purchase obligations are recognized
as an expense in the Consolidated Statement of Operations as incurred.
Unconditional purchase obligations generally specify a minimum amount of service
or product to be consumed by the Company, and the Company currently expects to
consume at least the minimum levels specified in its contracts.
(c) Aircraft, crew, maintenance and insurance agreements.
(d) Long-term debt (including capital lease obligations) is reduced when
payments of principal are made. Table excludes interest payments.
The Company is required to meet certain return conditions when returning leased
aircraft to lessors. The Company accrues for costs associated with the return of
these aircraft over the life of the lease for landing gear and other structural
costs and from the inception of the lease until the first heavy maintenance
check or overhaul is incurred for airframe and engine costs. At December 31,
2001, the Company had $35.7 million accrued for aircraft return conditions.
Other Commercial Commitments
The following table includes certain commercial commitments of the Company as of
December 31, 2001. See Notes 10, 12 and 19 of the Consolidated Financial
Statements for additional information related to these and other commitments.
Amount of Commitment Expiring each Period
------------------------------------------
2003- 2005- Later
(In millions) 2002 2004 2006 Years Total
- ----------------------------------------------------------------------------
Undrawn letters
of credit $ 28.2 - - 4.0 32.2
DTA guarantee (a) - - - 43.2 43.2
Operating leases (b) 2.1 14.0 - - 16.1
- ----------------------------------------------------------------------------
(a) See Note 19.
(b) Maximum residual guarantees of certain operating leases.
At December 31, 2001, the Company has sold an undivided interest in certain of
its BAX Global U.S. accounts receivable balances, which amounts are not included
in the Consolidated Balance Sheets or in the previous table. See Note 11 to the
Consolidated Financial Statements. Under this program, the Company sells without
recourse an undivided ownership interest in a pool of accounts receivable to a
third party (the "conduit"). The conduit issues debt to fund their purchase, and
the Company used the proceeds it received from the initial purchase primarily to
pay down its outstanding debt. The Company has no obligation related to the
conduit's debt, and there is no existing obligation to repurchase sold
receivables. Upon termination of the program, the conduit would cease purchasing
new receivables and collections related to the sold receivables would be
retained by the conduit. If the program is terminated, the Company would more
than likely use its credit sources to finance the higher level of receivables.
17
U.S. Pension Plans
The Company has noncontributory defined benefit pension plans covering
substantially all nonunion employees in the U.S. who meet certain requirements.
Information regarding these plans and the Company's other pension plans can be
found in Note 13 to the Consolidated Financial Statements.
Due to investment losses during the generally down markets of 2000 and 2001 as
well as increases in liabilities resulting from service credits earned by
employees during those years, the Company expects its costs for its U.S. plans
to increase by approximately $4 million in 2002 from the approximately $4
million in net expense recorded in 2001. Although the Company is not required to
make any contributions to the plan during 2002, it may elect to do so should
investment returns fail to improve over the levels seen in 2000 and 2001.
Dividends
The Board intends to declare and to pay dividends, if declared, on Pittston
Common Stock based on the earnings, financial condition, cash flow and business
requirements of the Company. At present, the annual dividend rate for Pittston
Common Stock is $0.10 per share. In February 2002, the Board declared a
quarterly cash dividend of $0.025 and $7.8125 per share on Pittston Common Stock
and Convertible Preferred Stock, respectively, payable on March 1, 2002 to
shareholders of record on February 15, 2002.
During 2001 and 2000, the Company paid dividends on Pittston Common Stock of
$5.1 million ($0.10 per share) and $5.0 million ($0.10 per share), respectively.
During 1999, the Company paid an aggregate of $8.7 million of dividends
amounting to $0.10 per share, $0.025 per share and $0.24 per share of Brink's
Stock, Minerals Stock and BAX Stock, respectively. (See Capitalization below.)
In 2001, 2000 and 1999, dividends paid on the Convertible Preferred Stock
amounted to $0.7 million, $0.9 million and $1.6 million, respectively. The lower
cash dividends in 2001 as compared to 2000 and in 2000 as compared to 1999,
reflect the effects of repurchases of the Company's Convertible Preferred Stock.
Under the share repurchase programs authorized by the Board, the Company
purchased $2.2 million (8,100 shares) of Convertible Preferred Stock at various
times during 2000. There was no repurchase activity in 2001. See Capitalization
(below) for further information on the Company's share repurchase program.
Market Risk Exposures
The Company has activities in over 100 countries and a number of different
industries. These operations expose the Company to a variety of market risks,
including the effects of changes in foreign currency exchange rates and interest
rates. In addition, the Company consumes and sells certain commodities in its
businesses, exposing it to the effects of changes in the prices of such
commodities. These financial and commodity exposures are monitored and managed
by the Company as an integral part of its overall risk management program.
The Company utilizes various derivative and non-derivative hedging instruments,
as discussed below, to hedge its foreign currency, interest rate, and commodity
exposures when appropriate. The risk that counterparties to such instruments may
be unable to perform is minimized by limiting the counterparties used to major
financial institutions with investment grade credit ratings. Management of the
Company does not expect any losses due to such counterparty default.
The Company maintains a control system to monitor changes in interest rate,
foreign currency and commodity exposures that may adversely impact expected
future cash flows. The risk management control systems involve the use of
analytical techniques to estimate the expected impact of changes in interest
rates, foreign currency exchange rates and commodity prices on the Company's
future cash flows. The Company does not use derivative instruments for purposes
other than hedging.
The sensitivity analyses discussed below for the market risk exposures were
based on facts and circumstances in effect at December 31, 2001. Actual results
will be determined by a number of factors that are not under management's
control and could vary significantly from those disclosed.
18
Interest Rate Risk
The Company uses both fixed and floating rate debt denominated primarily in U.S.
dollars to finance its operations. Floating rate debt obligations, including the
Company's U.S. bank credit facility, expose the Company to fluctuations in
interest expense due to changes in the general level of interest rates. To a
lesser extent, the Company uses debt denominated in foreign currencies,
primarily including euros, Venezuelan bolivars, Brazilian reals and British
pounds. Venezuela is considered a highly inflationary economy, and therefore,
changes in that country's interest rates may be partially offset by
corresponding changes in the currency exchange rates that will affect the U.S.
dollar value of the underlying debt.
In order to limit the variability of the interest expense on its debt, the
Company has converted the floating rate cash flows on a portion ($90 million at
December 31, 2001) of its $185.0 million revolving credit facility to fixed-rate
cash flows by entering into interest rate swap agreements which involve the
exchange of floating rate interest payments for fixed rate interest payments. In
addition to the U.S. dollar denominated fixed interest rate swaps, the Company
also has fixed rate debt, including the Company's Senior Notes. The fixed rate
debt and interest rate swaps are subject to fluctuations in their fair values as
a result of changes in interest rates.
Based on interest rate levels in effect on the floating rate debt outstanding at
December 31, 2001, a hypothetical 10% increase in these rates would increase
interest expense by approximately $0.4 million over a twelve-month period. (In
other words, the Company's weighted average interest rate on its floating rate
debt was 4.3% per annum at December 31, 2001. If that average rate were to
increase by 43 basis points to 4.7%, the interest expense associated with these
borrowings would increase by $0.4 million annually). Debt designated as hedged
to fixed rates by the interest rate swaps has been excluded from this amount.
The effect on the fair value of fixed rate debt and interest rate swaps for a
hypothetical 10% uniform shift (as a percentage of market interest rates) in the
yield curves for interest rates in various countries from year-end 2001 levels
is not material.
Foreign Currency Risk
The Company, through its Brink's and BAX Global operations, has certain
exposures to the effects of foreign exchange rate fluctuations on the results of
foreign operations which are reported in U.S. dollars.
The Company is exposed periodically to the foreign currency rate fluctuations
that affect transactions not denominated in the functional currency of domestic
and foreign operations. To mitigate these exposures, the Company, from time to
time, enters into foreign currency forward contracts.
In addition, the Company has net investments in a number of foreign
subsidiaries. Cumulative translation adjustments of the net assets of the
foreign subsidiaries are recorded as a separate component of shareholders'
equity. The translation adjustments for hyperinflationary economies in which the
Company operates (currently Venezuela) are recorded as a component of net
income. Due to the long-term nature of its investments in foreign subsidiaries,
the Company generally does not hedge this exposure.
The effects of a hypothetical simultaneous 10% appreciation in the U.S. dollar
from year end 2001 levels against all other currencies of countries in which the
Company operates were measured for their potential impact on, 1) translation of
earnings into U.S. dollars based on 2001 results, 2) transactional exposures,
and 3) translation of investments in foreign subsidiaries. The hypothetical
effects would be approximately $2.7 million unfavorable for the translation of
earnings into U.S. dollars, approximately $2.7 million favorable earnings effect
for transactional exposures, and approximately $28.6 million unfavorable change
to the Company's cumulative translation adjustment (equity).
Commodities Price Risk
The Company consumes and sells various commodities in the normal course of its
business and, from time to time, utilizes derivative instruments to minimize the
variability in forecasted cash flows due to price movements in these
commodities. The derivative contracts are entered into in accordance with
guidelines set forth in the Company's hedging policies.
The Company utilizes forward swap contracts for the purchase of jet fuel to fix
a portion of forecasted jet fuel costs at specific price levels and it utilizes
option strategies to hedge a portion of the remaining risk associated with jet
fuel. In some cases, the Company is able to adjust its pricing through the use
of surcharges on customers to partially offset large increases in the cost of
the jet fuel.
19
The Company utilizes forward sales contracts and option strategies to hedge the
selling price on a portion of its forecasted natural gas and gold sales.
The following table represents the Company's outstanding commodity hedge
contracts as of December 31, 2001. Amounts presented as the fair value after a
hypothetical 10% change in commodity prices reflect a hypothetical 10% reduction
in the future price of jet fuel and a hypothetical 10% increase in the future
prices of gold and natural gas.
Estimated Fair Value
----------------------
Notional With 10%
(In millions, except as noted) Amount Actual Price Change
- -------------------------------------------------------------------------------
Forward gold sale contracts (a) 222.0 $ (1.6) (5.8)
Forward swap and option
contracts:
Jet fuel purchases (b) 29.0 (2.7) (4.4)
Natural gas sales (c) 1.7 2.0 1.6
- -------------------------------------------------------------------------------
(a) Notional amount in thousands of ounces of gold. Notional amount includes all
forward sale contracts of 45% owned entity. Fair value also reflects the
Company's 45% portion of the entities' fair value.
(b) Notional amount in millions of gallons of fuel.
(c) Notional amount in millions of MMBTUs.
CONTINGENT LIABILITIES
Environmental Remediation
In April 1990, the Company entered into a settlement agreement to resolve
certain environmental claims against the Company arising from hydrocarbon
contamination at a petroleum terminal facility ("Tankport") in Jersey City, New
Jersey, which facility was sold in 1983. Under the settlement agreement, the
Company is obligated to pay 80% of the hydrocarbon remediation costs. The
Company is in the process of remediating the site under an approved plan. The
Company estimates its portion of the actual remaining clean-up and operational
and maintenance costs, on an undiscounted basis, to be between $3.8 and $8.1
million. Management is unable to determine that any amount within that range is
a better estimate due to a variety of uncertainties which include unforeseen
circumstances existing at the site, changes in the regulatory standards under
which the clean-up is being conducted, and additional costs due to inflation.
The estimate of costs and the timing of payments could change significantly
based upon any one of the uncertainties described immediately above.
Taking into account the proceeds from a previous settlement with its insurers of
claims relating to this matter, it is the Company's belief that the ultimate
amount for which it will be liable resulting from the remediation of the
Tankport site will not have a material adverse impact on the Company's financial
position.
Capitalization
Prior to January 14, 2000, the Company had three classes of common stock:
Brink's Stock, BAX Stock and Minerals Stock, which were designed to provide
shareholders with securities reflecting the performance of the Brink's Group,
the BAX Group and the Minerals Group, respectively.
On December 6, 1999, the Company announced that the Board approved the
elimination of the tracking stock capital structure by an exchange of all
outstanding shares of Minerals Stock and BAX Stock for shares of Brink's Stock.
The Exchange took place on January 14, 2000, on which date, holders of Minerals
Stock received 0.0817 shares of Brink's Stock for each share of their Minerals
Stock; and holders of BAX Stock received 0.4848 shares of Brink's Stock for each
share of their BAX Stock. From and after the Exchange Date, Brink's Stock is the
only outstanding class of common stock of the Company and continues to trade on
the New York Stock Exchange under the symbol "PZB." Prior to the Exchange Date,
the Brink's Stock reflected the performance of the Brink's Group only; after the
Exchange Date, the Brink's Stock reflects the performance of The Pittston
Company as a whole. Shares of Brink's Stock after the Exchange are hereinafter
referred to as "Pittston Common Stock."
As a result of the exchange of all outstanding shares of BAX Stock and Minerals
Stock for Pittston Common Stock, the Company issued 10.9 million shares of
Pittston Common Stock, which consists of 9.5 million shares of Pittston Common
Stock equal to 100% of the Fair Market Value, as defined, of all BAX Stock and
Minerals Stock and 1.4 million shares of Pittston Common Stock equal to the
additional 15% of the Fair Market Value of BAX Stock and Minerals Stock
exchanged pursuant to the above-described formula. Of the 10.9 million shares
issued, 10.2 million shares were issued to holders of BAX Stock and Minerals
Stock and 0.7 million shares were issued to The Pittston Company Employee
Benefits Trust.
20
The Company has the authority to issue up to 2.0 million shares of preferred
stock, par value $10 per share. In January 1994, the Company issued $80.5
million (0.2 million shares) of Series C Cumulative Convertible Preferred Stock
(the "Convertible Preferred Stock"). See Note 3 for the impact of the Exchange
on Convertible Preferred Stock. The Convertible Preferred Stock pays an annual
cumulative dividend of $31.25 per share payable quarterly, in cash, in arrears,
out of all funds of the Company legally available therefore, when, as and if
declared by the Board and bears a liquidation preference of $500 per share, plus
an attributed amount equal to accrued and unpaid dividends, if any, thereon.
On May 4, 2001, the Board approved a revised authority to purchase over time up
to 1.0 million shares of Pittston Common Stock and any or all of the issued and
outstanding shares of the Convertible Preferred Stock with an aggregate purchase
price limitation of $30 million for all such purchases. Such shares are to be
purchased from time to time in the open market or in private transactions, as
conditions warrant. The Company made no such purchases during 2001.
Accounting Change - 2000
Pursuant to guidance issued in Staff Accounting Bulletin ("SAB") No. 101,
"Revenue Recognition in Financial Statements," by the Securities and Exchange
Commission in December 1999, and a related interpretation issued in October
2000, BHS changed its method of accounting for nonrefundable installation
revenues and a portion of the related direct costs of obtaining new subscribers
(primarily sales commissions).
Under the new method, all of the nonrefundable installation revenues and a
portion of the new installation costs deemed to be direct costs of subscriber
acquisition are deferred and recognized in income over the estimated term of the
subscriber relationship. Prior to 2000, BHS charged against earnings as
incurred, all marketing and selling costs associated with obtaining new
subscribers and recognized as revenue all nonrefundable payments received from
such subscribers to the extent that costs exceeded such revenues. The accounting
change was implemented in 2000 and the Company reported a noncash, after-tax
charge of $52.0 million ($84.7 million pretax), to reflect the cumulative effect
of the accounting change on years prior to 2000. The pretax cumulative effect
charge of $84.7 million was comprised of a net deferral of $121.1 million of
revenues partially offset by $36.4 million of customer acquisition costs. The
change decreased operating profit for 2000 by $2.3 million, reflecting a net
decrease in revenues of $6.4 million and a net decrease in operating expenses of
$4.1 million. Net income for 2000 was reduced by $1.4 million ($0.03 per diluted
share).
Recent Accounting Pronouncements
Statement of Financial Accounting Standards ("SFAS") No. 141, "Business
Combinations," and SFAS No. 142, "Goodwill and Other Intangible Assets," were
issued in June 2001. SFAS No. 141 requires that the purchase method of
accounting be used for all business combinations initiated after June 30, 2001.
SFAS No. 142 will be adopted in the first quarter of 2002 and, in accordance
with the new standard, goodwill and intangible assets with indefinite useful
lives will no longer be amortized, but will be tested for impairment at least
annually. The Company's goodwill amortization in each of 2001 and 2000 was
approximately $9.5 million ($0.12 per diluted share after-tax). During 2002, the
Company will perform a transitional goodwill impairment test as of January 1,
2002 and will record any resulting impairment charges, if necessary, as the
cumulative effect of an accounting change as of January 1, 2002. The impact of
the implementation of this statement, other than discontinuing goodwill
amortization, if any, on the earnings and financial position of the Company will
be evaluated during the first half of 2002.
SFAS No. 143, "Accounting for Asset Retirement Obligations," was issued in June
2001 and addresses financial accounting and reporting for obligations associated
with the retirement of tangible long-lived assets and the associated asset
retirement costs. SFAS No. 143 requires that the fair value of a liability for
an asset retirement obligation be recognized in the period in which it becomes
an obligation, if a reasonable estimate of fair value can be made. The Company
will adopt SFAS No. 143 in 2003. The Company is currently evaluating the effect
that implementation of the new standard may have on its results of operations
and financial position.
21
SFAS No. 144, "Accounting for the Impairment or Disposal of Long-Lived Assets,"
was issued in August 2001. This statement supersedes SFAS No. 121, "Accounting
for the Impairment of Long-Lived Assets to Be Disposed Of," and will provide a
single accounting model for long-lived assets held-for-sale. SFAS No. 144 will
also supersede the provisions of Accounting Principles Board Opinion ("APB") No.
30, "Reporting the Effects of Disposal of a Segment of a Business, and
Extraordinary, Unusual and Infrequently Occurring Events and Transactions," with
regard to reporting the effects of a disposal of a segment of a business and
will require expected future operating losses from discontinued operations to be
reported in the periods in which the losses are incurred (rather than as of the
measurement date as required by APB No. 30). In addition, SFAS No. 144 expands
the definition of asset dispositions that may qualify for discontinued
operations treatment in the future. SFAS No. 144 is effective for new
transactions entered into after adoption of this statement.
Critical Accounting Policies and the Use of Judgment
The Company's Consolidated Financial Statements have been prepared by
management using U.S. generally accepted accounting principles ("GAAP"). GAAP
sometimes permits more than one method of accounting to be used. The Company
has described the significant accounting policies it employs in the Notes to
the Consolidated Financial Statements.
The application of accounting principles requires the use of estimates and
judgments which are the responsibility of management. Management makes such
estimates and judgments based on, among other things, knowledge of operations,
markets, historical trends and likely future changes, similarly situated
businesses and, when appropriate, the opinions of advisors with knowledge and
experience in certain fields. Many assumptions, judgments and estimates are
straightforward. However, due to the nature of certain assets and liabilities,
there are risks and uncertainties associated with some of the judgments,
assumptions and estimates which are required to be made. Reported results could
have been materially different under a different set of assumptions and
estimates for certain accounting principle applications.
The explanations following are intended to briefly explain some of the issues
related to the application of selected accounting principles, the judgments made
in their application and potential changes to reported results if actual
conditions and results differ from assumptions. Due to the complexity associated
with the application of many accounting principles and the exercise of judgment,
this is not intended to cover all potential changes.
Deferred Tax Assets
It is common for companies to record expenses and accruals before, often well
before, such expenses and costs are actually paid. An example of this is
postretirement medical benefits. Such benefits are generally recorded as
expenses while the participants are active employees but the related cash
payments are not made until after their retirement. In the U.S. and most other
countries and tax jurisdictions, many deductions for tax return purposes cannot
be taken until the expenses are actually paid. Similarly, certain tax credits
and tax loss carryforwards cannot be used until future periods when sufficient
taxable income is generated. In these circumstances, under GAAP, companies
accrue for the tax benefit expected to be received in future years if, in the
judgment of management, it is "more likely than not" that the company will
receive such benefits. Such benefits (deferred tax assets) are often offset, in
whole or in part by the effects of deferred tax liabilities which relate
primarily to deductions available for tax return purposes under existing tax
laws and regulations before such expenses are reported as expenses under GAAP.
As of December 31, 2001, the Company had in excess of $300 million of net
deferred tax assets on its consolidated balance sheet. For more details
associated with this net balance, see Note 15 to the accompanying Consolidated
Financial Statements.
Since there is no absolute assurance that these assets will be ultimately
realized, management periodically reviews its deferred tax positions to
determine if it is more likely than not that such assets will be realized. Such
periodic reviews include, among other things, the nature and amount of the tax
income and expense items, the expected timing when certain assets will be used
or liabilities will be required to be reported and the reliability of historical
profitability of businesses expected to provide future earnings. Furthermore,
management
22
considers tax-planning strategies it can employ in order to increase the
likelihood that the use of tax assets will be achieved. These strategies are
also considered in the periodic reviews. If after conducting such a review,
management determines that the realization of the tax asset does not meet the
"more likely than not" criteria, an offsetting valuation reserve would be
recorded thereby reducing net earnings and the deferred tax asset in that
period.
Of the net deferred tax assets at December 31, 2001, approximately 90% relates
to the Company's operations in the U.S., including individual state tax
jurisdictions. Because of its expectation that the historically reliable
profitability of the Company's U.S. portion of the Business and Security
Services operations will continue and the lengthy period over which certain of
the recorded expenses will become available for deduction on tax returns,
management has concluded that it is more likely than not that these net deferred
tax assets will be realized.
For international operations, the Company has evaluated its ability to fully
utilize the net assets on an individual country basis and due to doubts about
such usability for certain countries, has recorded a $10.3 million valuation
allowance through December 31, 2001.
If expectations for future performance, the timing of deductibility of expenses,
or tax statutes change in the future, during a periodic review the Company could
decide to raise the valuation allowance, thereby increasing the tax provision.
Goodwill and Property and Equipment Valuations
The Company regularly reviews the current operating performance and future
expectations for earnings and cash flows of its businesses in order to evaluate
the appropriateness of the carrying values of goodwill and other long-lived
assets, primarily property and equipment. To determine if an impairment exists,
the Company compares estimates of the future undiscounted net cash flows of the
asset to its carrying value. For purposes of assessing impairment, assets are
grouped at the lowest level for which there are identifiable cash flows that are
largely independent of the cash flows of other groups of assets.
The carrying values of long-lived assets in the Company's coal operations have
already been reduced to their expected net realizable value under discontinued
operations accounting. Due to historically solid earnings and cash flow, the
carrying values of long-lived assets of Brink's and BHS are believed to be
appropriate.
The carrying values of BAX Global's assets are also believed to be appropriate
and do not require a valuation adjustment, despite BAX Global's incurrence of
losses for the two years ended December 31, 2001. Changes to the Company's
operations, resources used, and cost structure resulted in a reduced operating
loss in 2001, despite the significant decline in revenue caused by the global
recession. In management's opinion, the changes implemented at BAX Global plus a
return to more normal levels of global economic performance will result in
substantial improvement in operating performance and cash flow over time. Based
on such judgment, the Company prepared a multi-year forecast of operating
performance and undiscounted cash flow which exceeds the carrying values of the
associated assets. Accordingly, no reduction in the carrying value of BAX
Global's assets is deemed necessary at this time.
Had the Company expected no long-term improvement in the economy and the
performance of BAX Global, the Company may have concluded that its goodwill or
fixed assets were impaired and, in such circumstances, would have reduced the
carrying values of such assets and recognized a loss.
SFAS No. 142 "Goodwill and Other Intangible Assets" was issued in June 2001.
During 2002, the Company will perform a transitional goodwill impairment test as
of January 1, 2002 using the guidelines provided for in the statement. If an
impairment is determined under these guidelines, the Company will record such
charge, if any, as the cumulative effect of an accounting change as of January
1, 2002.
Discontinued Operations
The Company's accounting for its coal business as a discontinued operation
requires estimates relating to timing, valuation and operating performance. See
the discussion of Discontinued Operations above and in Note 18 to the
Consolidated Financial Statements.
23
If the Company did not have both the intent and the ability to complete the
disposal of its coal business, it would not have designated such operations as
discontinued. In estimating timing of the disposal process, management has
considered information from its discussions with and assessments of prospective
buyers, the advice of its outside advisors and other factors. Based on this
information, management has developed what it considers to be the most likely
scenario for the sale and/or shutdown of the coal operations. Of course, there
are many potential scenarios which would also result in the disposal of the
business. The actual timing of the sale or shutdown of the various mines,
preparation plants and other units of the coal business will affect, either
negatively or positively, the recorded accruals for discontinued operations.
The value of proceeds to be received and the assets and liabilities to be
retained have been estimated by the Company based on management's knowledge of
such operations, assets and liabilities, current market conditions, the opinion
of its advisors and communications with interested parties. The value of the
proceeds to be received and assets and liabilities to be retained will
ultimately be determined in negotiations with purchasers and may be higher or
lower than those amounts currently estimated. The value of liabilities
associated with most employee and retiree benefits, which comprise the majority
of the liabilities to be retained, are reevaluated annually (see Multi-Year
Employee and Retiree Benefit Obligations below).
The Company's accrual of operating losses expected to be incurred during the
disposal process includes estimates of revenues, operating costs and the
expected timing of the sale or disposal of individual operating units. Actual
revenues, operating costs and performance may be higher or lower than estimated
based on market conditions, mine and facility performance, spending levels and
the actual timing of the sale or shutdown of individual operations.
Multi-Year Employee and Retiree Benefit Obligations
The Company provides its employees and retirees benefits arising from both
Company-sponsored plans (e.g. defined benefit pension plans) and statutory
requirements (e.g. medical benefits for otherwise ineligible former employees
and non employees under the Health Benefit Act). Certain of these benefit
obligations require payments to be made by the Company or by trusts funded by
the Company over long periods of time.
The primary benefits which require cash payments over multiple years are:
o Defined Benefit Pension Benefits
o Postretirement Medical Benefits
o Health Benefit Act Medical Benefits
o Black Lung Benefits
o Workers' Compensation Benefits
As is normal for such benefits, cash payments will be made for periods ranging
from the current year to well over fifty years from now for certain benefits.
The amount of such payments and related expenses will be affected over time by
inflation, investment returns and market interest rates, changes in the numbers
of plan participants and changes in the benefit obligations and/or laws and
regulations covering the benefit obligations.
Because of the complex interrelationship of some of the assumptions, the
significance of the benefit obligations and the length of time over which
payments will be made, the Company reevaluates all significant benefit
obligations at least annually. Such reevaluations include actuarial valuations,
reviews of historical information and forecasts for future trends for key
assumptions, and an evaluation of changes in applicable laws or regulations. As
a result of such reevaluations, the Company records increases or decreases in
liabilities and associated expenses over time as required under GAAP.
There are several assumptions which are important in determining the carrying
values of such liabilities and the resulting annual expense. Such assumptions
along with the primary plans which are impacted by changes in the assumptions
follow.
Discount Rate (Pension Plans, Postretirement Medical Benefits Under
Company-Sponsored Plans and "Black Lung" Benefits)
The discount rate is used to determine the present value of future payments.
This rate reflects returns expected from high quality bonds and will fluctuate
over time with market interest rates. In general, the Company's liability
changes in an inverse relationship to interest rates, i.e. the lower the
discount rate, the higher the associated liability for the noted benefit
obligations. With the decline in market interest rates in 2001, the company
reduced the discount rate used to value the affected plans to 7.25%. It is
likely that such discount rate will change in the future as interest rates
change.
24
Return on Assets (Pension Plan)
The Company's primary defined benefit pension plan had assets at December 31,
2001 of approximately $459 million. The annual calculation of expense for the
pension plan assumes a 10% long-term investment return for such assets. For the
ten-year period ended in 2001, the actual averaged annualized return on the
plan's assets exceeded 10%. The Company has no current intent to adjust the
expected long-term rate of return on plan assets.
The offset (or "credit") to expense associated with the assumed investment
return fluctuates based on the level of plan assets (over time, the higher the
level of assets, the higher the credit and vice versa) and the assumed rate of
return (the higher the rate, the higher the credit and vice versa). Plan assets
for the Company's primary defined benefit plan have declined by approximately
$45 million over the two years ended December 31, 2001 as a result of general
investment market conditions. In addition, the plan paid out approximately $42
million in benefits during the same time period. Accordingly, the investment
credit is expected to decline. This will have the effect of increasing the
Company's net pension expense.
Inflation Assumptions on Salary Levels (Pension Plan) and Medical
Inflation (Postretirement Medical Benefits, Health Benefit Act Medical
Benefits, Workers' Compensation Benefits)
Pension expense and liabilities will vary with the expected rate of salary
increases - the higher or lower the annual increase, the higher or lower the
liability and expense. The Company has no current intent to change its 4% salary
increase assumption.
Changes in medical inflation will affect liability and expense amounts
differently for the three plans noted. There is a direct link for postretirement
medical under the Company's plan on expected spending for 2002 and for later
years. Future cash payments associated with the Health Benefit Act will reflect
some but not all of the effect of medical inflation as a result of statutory
limitations on premium growth. Workers' Compensation liability and expense is
also impacted but to a lesser degree as a result of the generally short payout
period associated with medical benefits.
With the increase in medical inflation seen over the last few years, the Company
raised the assumed level of inflation in its plans in 2001. Because of the
volatility of medical inflation it is likely that there will be future
adjustments, although the direction and extent of such adjustments cannot be
predicted at the present time.
Besides the effects of changes in medical costs, workers' compensation costs are
affected by the severity and types of injuries, changes in state and federal
regulations and their application and the quality of programs which assist an
employee's return to work. The Company's liability for future payments for
workers' compensation claims is evaluated regularly with the assistance of its
plan administrator based on loss and payment history, updated forecasts of claim
values, industry experience and projections of expected growth in future years.
Based on such a reevaluation, the Company records changes to its liability
balances.
Numbers of Participants (All Plans)
The valuations of all of these benefit plans are affected by the life expectancy
of the participants. Accordingly, the Company relies on actuarial information to
predict the number and life expectancy of participants. Further, due to the
complexity of the contractual relationship with the United Mine Workers of
America ("UMWA") for postretirement medical benefits and the application of
regulations associated with, the Health Benefit Act, the Company's related
liability and expense has and will continue to fluctuate up and down as new
participants are made known to the Company and as the Company and others
investigate such applications. As a result, the Company's liabilities under its
plans will vary as the expected number and life expectancy of participants
change.
Changes in Laws
The Company's valuations of its liabilities are determined under existing laws
and regulations. Changes in laws and regulations which affect the ultimate level
of liabilities and expense are reflected once the changes are final and their
impact can be reasonably estimated. Recent changes in black lung regulations
could increase the Company's total liability. Future changes in laws directed at
reducing national levels of medical inflation and /or changing the funding
available for medical benefits (e.g. coverage of pharmaceuticals under Medicare)
could significantly reduce the Company's ultimate liability for certain
postretirement medical benefits.
25
Forward-Looking Information
Certain of the matters discussed herein, including statements regarding the
timing and outcome of the discontinuation of the Company's Coal Operations,
expected proceeds from the sale of the coal business, the retention of certain
assets and liabilities following the sale of the coal assets, estimated losses
on the disposal of the coal assets, "legacy" liabilities, Brink's expectations
with regard to future economic and competitive conditions in Latin America, the
impact of the euro distribution on Brink's revenues and operating profits,
insurance costs and availability, the expected impact of lower demand for
expedited freight on BAX Global's results during 2002, the impact that the
recent terrorist attacks may have on BAX Global's operating costs, the long-term
plan to ultimately dispose of the businesses comprising Other Operations in
order to focus resources on the Business and Security Services segments, the
timing of the payment of charges related to BAX Global's restructuring, the
amount and timing of FBLET refunds, the payment of amounts relating to
litigation at the Coal Operations, possible multi-employer pension plan
liability relating to the Company's planned exit from the coal business, costs
of benefit obligations relating to the coal business including black lung
benefits, projections about market risk and expectations regarding counter-party
performance, the impact of the euro on operations at Brink's and BAX Global,
realization of deferred tax assets, the carrying values of assets of the
operating segments, expected improvements in BAX Global's operating performance
and cash flow over time, expected impacts of black lung obligations, projected
heavy maintenance and capital spending, contributions to or costs associated
with the Company's noncontributory defined benefit plans, environmental clean-up
estimates and the impact of remediation costs on the Company's financial
statements, ongoing expenses associated with Coal Operations following the
Company's exit from the business and the impact of accounting changes on the
Company's financial statements, 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, the timing, terms and
form of the Company's exit from the coal business, the interest of third parties
in some or all of the Company's remaining coal assets, completion of sales of
coal assets on mutually agreeable terms, the impact of the announced sale on the
coal business' ability to operate in the normal course, costs associated with
shutting down those operations that are not sold, the funding and benefit levels
of the multi-employer pension plans, the terms of any settlement of litigation
involving the coal business, government reforms and initiatives in Latin
America, strategic decisions by Brink's competitors with respect to their Latin
American operations, the continued use of Brink's euro distribution services by
customers in Europe, variations in the timing of the distribution of the euro,
the willingness of BAX Global's customers to pay for security-related cost
increases, the ultimate amount of such security-related cost increases, BAX
Global's ability to continue to effectively manage costs, the market for the
businesses comprising the Company's Other Operations and the ability to conclude
sales of those businesses on mutually agreeable terms, changes in the scope or
method of remediation of the Tankport property, the actual cost of the
remediation of the Tankport property, the position taken by various governmental
entities with respect to the claims for FBLET refunds, actual retirement
experience of the Company's coal employees, black lung claims incidence, actual
dependent information, coal industry turnover rates, actual medical and legal
costs relating to benefits, inflation rates, interest rates, overall economic
and business conditions, foreign currency exchange rates, the demand for the
Company's products and services, the impact of initiatives to control costs and
increase profitability, pricing and other competitive industry factors, fuel
prices, new government regulations and legislative initiatives (particularly
with respect to the insurance and airline industries and with respect to black
lung benefits), issuance of permits, judicial decisions, variations in costs or
expenses, changes in liabilities under and investment performance of the
Company's noncontributory defined benefit plan, geological conditions, actual
coal property reclamation costs, variations in the spot prices of coal and the
ability of counterparties to perform.
26
STATEMENT OF MANAGEMENT RESPONSIBILITY
- -------------------------------------------------------------------------------
The management of The Pittston Company (the "Company") is responsible for
preparing the accompanying consolidated financial statements and for their
integrity and objectivity. The statements were prepared in accordance with
accounting principles generally accepted in the United States of America.
Management has also prepared the other information in the annual report and is
responsible for its accuracy.
In meeting our responsibility for the integrity of the consolidated financial
statements, we maintain a system of internal controls designed to provide
reasonable assurance that assets are safe-guarded, that transactions are
executed in accordance with management's authorization and that the accounting
records provide a reliable basis for the preparation of the consolidated
financial statements. Qualified personnel throughout the organization maintain
and monitor these internal controls on an ongoing basis. In addition, the
Company maintains an internal audit department that systematically reviews and
reports on the adequacy and effectiveness of the controls, with management
follow-up as appropriate.
Management has also established a formal Business Code of Ethics which is
distributed throughout the Company. We acknowledge our responsibility to
establish and preserve an environment in which all employees properly understand
the fundamental importance of high ethical standards in the conduct of our
business.
The Company's consolidated financial statements have been audited by KPMG LLP,
independent auditors. During the audit they review and make appropriate tests of
accounting records and internal controls to the extent they consider necessary
to express an opinion on the Company's consolidated financial statements.
The Company's Board of Directors pursues its oversight role with respect to the
Company's consolidated financial statements through the Audit and Ethics
Committee, which is composed solely of outside directors. The Committee meets
periodically with the independent auditors, internal auditors and management to
review the Company's control system and to ensure compliance with applicable
laws and the Company's Business Code of Ethics.
We believe that the policies and procedures described above are appropriate and
effective and enable us to meet our responsibility for the integrity of the
Company's consolidated financial statements.
27
INDEPENDENT AUDITORS' REPORT
- -------------------------------------------------------------------------------
The Board of Directors and Shareholders
The Pittston Company
We have audited the accompanying consolidated balance sheets of The Pittston
Company and subsidiaries (the "Company") as of December 31, 2001 and 2000, and
the related consolidated statements of operations, comprehensive income (loss),
shareholders' equity and cash flows for each of the years in the three-year
period ended December 31, 2001. These consolidated financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these consolidated financial statements based on our audits.
We conducted our audits in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of The Pittston Company
and subsidiaries as of December 31, 2001 and 2000, and the results of their
operations and their cash flows for each of the years in the three-year period
ended December 31, 2001, in conformity with accounting principles generally
accepted in the United States of America.
As more fully discussed in Note 1 to the consolidated financial statements, the
Company changed its method of accounting for nonrefundable installation revenues
and the related direct costs of acquiring new subscribers in 2000 as a result of
the implementation of Staff Accounting Bulletin No. 101, "Revenue Recognition in
Financial Statements."
/s/ KPMG LLP
- ------------------
KPMG LLP
Richmond, Virginia
January 30, 2002
28
CONSOLIDATED BALANCE SHEETS
- -------------------------------------------------------------------------------
December 31
(In millions, except per share amounts) 2001 2000
- -------------------------------------------------------------------------------
ASSETS
Current assets:
Cash and cash equivalents $ 86.7 97.8
Accounts receivable, (net of estimated uncollectible
amounts: 2001 - $41.8; 2000 - $39.8) 493.3 560.1
Prepaid expenses and other current assets 57.5 57.8
Deferred income taxes 103.1 81.4
Discontinued operations 19.9 16.5
- -------------------------------------------------------------------------------
Total current assets 760.5 813.6
Property and equipment, net 818.1 831.5
Goodwill, net 224.8 233.0
Prepaid pension assets 109.0 118.4
Deferred income taxes 233.2 229.7
Other assets 155.7 142.0
Discontinued operations 92.7 110.5
- -------------------------------------------------------------------------------
Total assets $ 2,394.0 2,478.7
- -------------------------------------------------------------------------------
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Short-term borrowings $ 27.8 51.0
Current maturities of long-term debt 17.2 34.4
Accounts payable 256.6 316.0
Accrued liabilities 540.0 493.2
Discontinued operations 3.3 3.7
- -------------------------------------------------------------------------------
Total current liabilities 844.9 898.3
Long-term debt 252.9 311.4
Postretirement benefits other than pensions 399.6 401.1
Workers' compensation and other claims 84.1 85.1
Deferred revenue 126.1 123.8
Deferred income taxes 20.7 16.7
Other liabilities 160.0 142.3
Discontinued operations 29.6 24.2
- -------------------------------------------------------------------------------
Total liabilities 1,917.9 2,002.9
Commitments and contingent liabilities
(Notes 6, 11, 12, 13, 15, 18 and 19)
Shareholders' equity:
Preferred stock, par value $10 per share,
$31.25 Series C Cumulative Convertible Preferred Stock
Authorized: 0.161 shares; issued and outstanding:
2001 and 2000 - 0.021 shares 0.2 0.2
Common stock, par value $1 per share:
Authorized: 100.0 shares
Issued and outstanding: 2001 - 54.3 shares;
2000 - 51.8 shares 54.3 51.8
Capital in excess of par value 400.1 348.8
Retained earnings 193.3 182.6
Accumulated other comprehensive loss (112.9) (82.1)
Employee benefits trust, at market value (58.9) (25.5)
- -------------------------------------------------------------------------------
Total shareholders' equity 476.1 475.8
- -------------------------------------------------------------------------------
Total liabilities and shareholders' equity $ 2,394.0 2,478.7
- -------------------------------------------------------------------------------
See accompanying Notes to Consolidated Financial Statements.
29
CONSOLIDATED STATEMENTS OF OPERATIONS
- ------------------------------------------------------------------------------
Years Ended December 31
(In millions, except per share amounts) 2001 2000 1999
- -------------------------------------------------------------------------------
Revenues $ 3,624.2 3,834.1 3,709.7
- -------------------------------------------------------------------------------
Expenses:
Operating expenses 3,090.6 3,264.2 3,065.7
Selling, general and administrative expenses 445.6 477.8 457.8
Restructuring charge (0.2) 57.5 -
- -------------------------------------------------------------------------------
Total expenses 3,536.0 3,799.5 3,523.5
Other operating income, net 22.4 13.1 10.4
- -------------------------------------------------------------------------------
Operating profit 110.6 47.7 196.6
Interest income 4.7 4.2 3.7
Interest expense (32.4) (43.4) (38.2)
Minority interest (6.9) (3.7) (1.0)
Other income (expense), net (2.8) (0.2) 8.4
- -------------------------------------------------------------------------------
Income from continuing operations before
income taxes and cumulative effect of change
in accounting principle 73.2 4.6 169.5
Provision for income taxes 27.4 1.9 61.5
- -------------------------------------------------------------------------------
Income from continuing operations before
cumulative effect of change in
accounting principle 45.8 2.7 108.0
- -------------------------------------------------------------------------------
Discontinued operations, net of income taxes:
Loss from operations, net of $14.2 (2000)
and $48.7 (1999) income tax benefits - (18.2) (73.3)
Estimated loss on disposition, net
of $25.1 (2001) and $105.1 (2000)
income tax benefits (29.2) (189.1) -
- -------------------------------------------------------------------------------
Loss from discontinued operations (29.2) (207.3) (73.3)
- -------------------------------------------------------------------------------
Income (loss) before cumulative effect of change
in accounting principle 16.6 (204.6) 34.7
Cumulative effect of change in accounting principle,
net of $32.7 income tax benefit - (52.0) -
- -------------------------------------------------------------------------------
Net income (loss) 16.6 (256.6) 34.7
Preferred stock dividends, net (0.7) 0.8 17.6
- -------------------------------------------------------------------------------
Net income (loss) attributed to common shares $ 15.9 (255.8) 52.3
- -------------------------------------------------------------------------------
Net income (loss) per common share (a):
Basic:
Continuing operations $ 0.88 0.07 2.55
Discontinued operations (0.57) (4.14) (1.49)
Cumulative effect of change in accounting principle - (1.04) -
- -------------------------------------------------------------------------------
$ 0.31 (5.11) 1.06
- -------------------------------------------------------------------------------
Diluted:
Continuing operations $ 0.88 0.05 2.19
Discontinued operations (0.57) (4.13) (1.49)
Cumulative effect of change in
accounting principle - (1.04) -
- -------------------------------------------------------------------------------
$ 0.31 (5.12) 0.70
- -------------------------------------------------------------------------------
(a) Per share amounts for 1999 are pro forma after giving effect for the January
14, 2000 exchange of tracking stock shares previously outstanding for Pittston's
Brink's Group Common Stock as more fully described in Notes to the Consolidated
Financial Statements.
30
CONSOLIDATED STATEMENTS OF OPERATIONS (CONTINUED)
- ----------------------------------------------------------------------------
Year Ended December 31, 1999
Brink's BAX Minerals
Group Group Group
- -----------------------------------------------------------------------------
Net income (loss) per common share for 1999:
Basic:
Continuing operations (b) $ 2.16 1.73 0.93
Discontinued operations - - (8.26)
- -----------------------------------------------------------------------------
$ 2.16 1.73 (7.33)
- -----------------------------------------------------------------------------
Diluted:
Continuing operations $ 2.15 1.72 (0.98)
Discontinued operations - - (7.63)
- -----------------------------------------------------------------------------
$ 2.15 1.72 (8.61)
- -----------------------------------------------------------------------------
Years Ended December 31
2000 1999
- -----------------------------------------------------------------------------
Pro forma (c)
Pro forma for change in accounting principle:
Income from continuing operations $ 2.7 103.2
Net income (loss) $ (204.6) 29.8
Net income (loss) attributed to common shares $ (203.8) 47.5
Net income (loss) per common share:
Basic:
Continuing operations $ 0.07 2.46
Net income (loss) attributed to common shares $ (4.07) 0.97
- -----------------------------------------------------------------------------
Diluted:
Continuing operations $ 0.05 2.09
Net income (loss) attributed to common shares $ (4.08) 0.60
- -----------------------------------------------------------------------------
(b) Minerals Group basic income from continuing operations includes $19.2
million ($2.15 per basic share of Minerals Group Stock) of the excess of
carrying value of convertible preferred stock over the cash paid to holders for
repurchase.
(c) Pro forma disclosure of earnings and earnings per share information gives
effect to the 2000 change in accounting principle for the adoption of SAB 101 as
if it had been in effect for all periods presented.
See accompanying Notes to Consolidated Financial Statements.
31
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
- -------------------------------------------------------------------------------
Years Ended December 31
(In millions) 2001 2000 1999
- -------------------------------------------------------------------------------
Net income (loss) $ 16.6 (256.6) 34.7
Other comprehensive income (loss):
Foreign currency:
Translation adjustments (28.4) (14.1) (10.7)
Reclassification adjustment
for loss included in net income 0.5 - -
- -------------------------------------------------------------------------------
Foreign currency translation (27.9) (14.1) (10.7)
- -------------------------------------------------------------------------------
Marketable securities:
Unrealized gains (losses) on
marketable securities 3.5 (0.1) 0.9
Tax expense related to unrealized gains
on marketable securities (1.2) - (0.3)
Reclassification adjustment for gains
realized in net income (loss) (4.0) (0.3) (0.6)
Tax expense related to gains realized
in net income (loss) 1.4 0.1 0.2
- -------------------------------------------------------------------------------
Unrealized gains (losses) on securities,
net of tax (0.3) (0.3) 0.2
- -------------------------------------------------------------------------------
Cash flow hedges:
Deferred benefit (expense) on cash
flow hedges 2.4 (8.0) 12.2
Tax benefit (expense) related to deferred
benefit (expense) on cash flow hedges (1.0) 1.8 (3.6)
Reclassification adjustment for cash flow
hedge expense (benefits)
realized in net income (loss) 3.9 (7.7) (4.2)
Tax expense (benefit) related to cash flow
hedge realized in net income (loss) (1.4) 2.8 1.4
- -------------------------------------------------------------------------------
Deferred cash flow hedges, net of tax 3.9 (11.1) 5.8
- -------------------------------------------------------------------------------
Minimum pension liability adjustment:
Adjustment to minimum pension liability
in international subsidiary (9.9) - -
Tax benefit related to minimum pension
liability adjustment 3.4 - -
- -------------------------------------------------------------------------------
Minimum pension liability adjustment,
net of tax (6.5) - -
- -------------------------------------------------------------------------------
Other comprehensive loss (30.8) (25.5) (4.7)
- -------------------------------------------------------------------------------
Comprehensive income (loss) $ (14.2) (282.1) 30.0
- -------------------------------------------------------------------------------
Supplemental comprehensive income (loss)
information, net of tax:
Cumulative foreign currency translation
loss adjustments $ (101.6) (73.7) (59.6)
Cumulative unrealized gains (losses)
on marketable securities (0.1) 0.2 0.5
Cumulative deferred benefit (expense)
on cash flow hedges (4.7) (8.6) 2.5
Cumulative minimum pension liability (6.5) - -
- -------------------------------------------------------------------------------
Total accumulated other comprehensive loss $ (112.9) (82.1) (56.6)
- -------------------------------------------------------------------------------
See accompanying Notes to Consolidated Financial Statements.
32
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
- -------------------------------------------------------------------------------
Years Ended December 31, 2001, 2000 and 1999
Capital Accumulated
in Excess Other Employee
Preferred Common of Par Retained Comprehensive Benefits
(In millions) Stock Stock Value Earnings Loss Trust Total
- ------------------------------------------------------------------------------------------------------------
Balance as of December 31, 1998 (a) $ 1.1 71.0 403.1 401.2 (51.9) (88.5) 736.0
Net income - - - 34.7 - - 34.7
Other comprehensive loss - - - - (4.7) - (4.7)
Share repurchase program:
Common stock - (0.1) (1.0) (1.5) - - (2.6)
Preferred stock (0.8) - (39.3) 19.2 - - (20.9)
Employee benefits trust:
Shares issued - 0.9 0.6 - - (1.5) -
Remeasurement - - (21.0) - - 21.0 -
Shares used for employee
benefit programs - - (1.3) - - 18.7 17.4
Common stock dividends (b) - - - (8.7) - - (8.7)
Preferred stock dividends - - - (1.6) - - (1.6)
Other - - (0.1) 0.1 - - -
- ------------------------------------------------------------------------------------------------------------
Balance as of December 31, 1999 (c) 0.3 71.8 341.0 443.4 (56.6) (50.3) 749.6
Net loss - - - (256.6) - - (256.6)
Other comprehensive loss - - - - (25.5) - (25.5)
Exchange of stock (d) - (20.0) 20.2 - - (0.2) -
Share repurchase program:
Preferred stock (0.1) - (3.8) 1.7 - - (2.2)
Employee benefits trust:
Remeasurement - - (8.3) - - 8.3 -
Shares used for employee
benefit programs - - (0.4) - - 16.7 16.3
Tax benefit of stock options exercised - - 0.1 - - - 0.1
Common stock dividends - - - (5.0) - - (5.0)
Preferred stock dividends - - - (0.9) - - (0.9)
- ------------------------------------------------------------------------------------------------------------
Balance as of December 31, 2000 0.2 51.8 348.8 182.6 (82.1) (25.5) 475.8
Net income - - - 16.6 - - 16.6
Other comprehensive loss - - - - (30.8) - (30.8)
Employee benefits trust:
Shares issued - 2.5 51.6 - - (54.1) -
Remeasurement - - 2.4 - - (2.4) -
Shares used for employee
benefit programs - - (2.7) - - 23.1 20.4
Tax benefit of stock options exercised - - 0.1 - - - 0.1
Common stock dividends - - - (5.1) - - (5.1)
Preferred stock dividends - - - (0.7) - - (0.7)
Other - - (0.1) (0.1) - - (0.2)
- ------------------------------------------------------------------------------------------------------------
Balance as of December 31, 2001 $ 0.2 54.3 400.1 193.3 (112.9) (58.9) 476.1
- ------------------------------------------------------------------------------------------------------------
(a) Includes Brink's Group Common Stock - 41.0 shares; BAX Group Common Stock -
20.8 shares and Minerals Group Common Stock - 9.2 shares.
(b) Includes $3.9 for Brink's Group, $4.6 for BAX Group and $0.2 for Minerals
Group.
(c) Includes Brink's Group Common Stock - 40.9 shares; BAX Group Common Stock -
20.8 shares and Minerals Group Common Stock - 10.1 shares.
(d) On January 14, 2000, the Company eliminated its tracking stock capital
structure by an exchange of all outstanding shares of Minerals Group Common
Stock and BAX Group Common Stock for shares of Brink's Group Common Stock.
See accompanying Notes to Consolidated Financial Statements.
33
CONSOLIDATED STATEMENTS OF CASH FLOWS
- -------------------------------------------------------------------------------
Years Ended December 31
(In millions) 2001 2000 1999
- -------------------------------------------------------------------------------
Cash flows from operating activities:
Net income (loss) $ 16.6 (256.6) 34.7
Adjustments to reconcile net income (loss)
to net cash provided by continuing operations:
Estimated loss on disposition of discontinued
operations, net of tax 29.2 189.1 -
Operating loss of discontinued operations,
net of tax - 18.2 73.3
Cumulative effect of change in accounting
principle, net of tax - 52.0 -
Noncash restructuring and other charges - 47.8 -
Depreciation and amortization 194.4 188.9 148.9
Provision for aircraft heavy maintenance 32.4 40.2 50.2
Deferred income taxes (6.7) (28.1) 12.8
Provision for uncollectible accounts receivable 12.0 22.9 14.7
Other operating, net 19.4 23.3 7.2
Change in operating assets and liabilities,
net of effects of acquisitions:
Accounts receivable 41.8 40.5 (57.5)
Prepaid expenses and other current assets 5.0 (4.5) 0.4
Accounts payable and accrued liabilities (21.3) 11.9 25.4
Other assets (14.7) (27.3) (6.5)
Other liabilities 1.8 13.3 9.6
Other, net (1.1) 2.8 -
- -------------------------------------------------------------------------------
Net cash provided by continuing operations 308.8 334.4 313.2
Net cash provided by discontinued operations 6.9 30.4 16.1
- -------------------------------------------------------------------------------
Net cash provided by operating activities 315.7 364.8 329.3
- -------------------------------------------------------------------------------
Cash flows from investing activities:
Capital expenditures (193.1) (214.4) (268.9)
Aircraft heavy maintenance expenditures (15.5) (50.5) (52.9)
Proceeds from disposal of:
Property and equipment 2.0 4.1 8.8
Other assets and investments 7.3 - 9.5
Acquisitions (8.4) (3.9) (4.1)
Discontinued operations, net (11.1) (7.4) (10.5)
Other, net (6.3) (1.6) (8.7)
- -------------------------------------------------------------------------------
Net cash used by investing activities (225.1) (273.7) (326.8)
- -------------------------------------------------------------------------------
Cash flows from financing activities:
Long-term debt:
Additions 107.7 332.0 193.8
Repayments (185.8) (410.1) (122.0)
Short-term borrowings (repayments), net (23.0) (39.2) 4.4
Repurchase of stock - (2.2) (23.5)
Dividends (5.4) (5.6) (9.8)
Other, net 4.8 0.6 1.9
- -------------------------------------------------------------------------------
Net cash provided (used) by financing activities (101.7) (124.5) 44.8
- -------------------------------------------------------------------------------
Net increase (decrease) in cash and cash equivalents (11.1) (33.4) 47.3
Cash and cash equivalents at beginning of year 97.8 131.2 83.9
- -------------------------------------------------------------------------------
Cash and cash equivalents at end of year $ 86.7 97.8 131.2
- -------------------------------------------------------------------------------
See accompanying Notes to Consolidated Financial Statements.
34
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
- -------------------------------------------------------------------------------
Note 1
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The Pittston Company, a Virginia corporation, has three operating segments
within its "Business and Security Services" businesses: Brink's, Incorporated
("Brink's"); Brink's Home Security, Inc. ("BHS"); and BAX Global Inc. ("BAX
Global").
The fourth operating segment is Other Operations, which consists of gold, timber
and natural gas operations. The Pittston Company also has a discontinued
segment, Pittston Coal Operations ("Coal Operations"). The Pittston Company and
its subsidiaries are referred to herein as the "Company."
The Company's common stock trades on the New York Stock Exchange under the
symbol "PZB."
Prior to January 14, 2000, the Company had three classes of common stock, each
designed to track a segment of the Company's businesses: Pittston Brink's Group
Common Stock ("Brink's Stock"), Pittston BAX Group Common Stock ("BAX Stock")
and Pittston Minerals Group Common Stock ("Minerals Stock").
The Company eliminated its tracking stock capital structure on January 14, 2000
by exchanging all outstanding shares of Minerals Stock and BAX Stock for shares
of Brink's Stock (the "Exchange"). See Notes 3 and 20 for additional information
concerning the Exchange.
Principles of Consolidation
The Consolidated Financial Statements reflect the accounts of the Company and
its majority-owned subsidiaries. The Company's interest in 20% to 50% owned
companies are accounted for using the equity method ("equity affiliates") unless
control exists, in which case, consolidation accounting is used. Undistributed
earnings of equity affiliates included in consolidated retained earnings
approximated $34.1 million at December 31, 2001. All material intercompany items
and transactions have been eliminated in consolidation. Certain prior year
amounts have been reclassified to conform to the current year's financial
statement presentation.
Revenue Recognition
Brink's - Services related to armored car transportation, including ATM
servicing, cash logistics, coin sorting and wrapping are performed in accordance
with the terms of customer contracts. Revenue is recognized when services are
performed.
BHS - Monitoring revenues are recognized monthly as services are provided
pursuant to the terms of customer contracts. Amounts collected in advance from
customers are deferred and recognized as income over the applicable monitoring
period, which is generally one year or less. Beginning in 2000, nonrefundable
installation revenues and a portion of the related direct costs of acquiring new
subscribers (primarily sales commissions) are deferred and recognized over the
estimated term of the subscriber relationship, which is generally 15 years. When
an installation is identified for disconnection, any unamortized deferred
revenues and deferred costs related to that installation are recognized at that
time. Prior to 2000, BHS charged against earnings as incurred, all marketing and
selling costs associated with obtaining new subscribers and recognized as
revenue all nonrefundable payments received from such subscribers to the extent
that costs exceeded such revenues.
BAX Global - Revenues related to transportation services are recognized,
together with related transportation costs, on the date shipments physically
depart from facilities en route to destination locations. Revenues and operating
results determined under existing recognition policies do not materially differ
from those which would result from an allocation of revenue between reporting
periods based on relative transit times in each reporting period with expenses
recognized as incurred.
Cash and Cash Equivalents
Cash and cash equivalents include cash on hand, demand deposits and investments
with original maturities of three months or less.
Property and Equipment
Property and equipment is accounted for at cost. Depreciation is calculated
principally on the straight-line method.
Estimated Useful Lives Years
- ------------------------------------------------------------------------------
Buildings 10 to 40
Home security systems 15
Vehicles 3 to 12
Other machinery and equipment 3 to 20
- ------------------------------------------------------------------------------
35
Expenditures for routine maintenance and repairs on property and equipment,
including aircraft, are charged to expense, and the costs of renewals and
betterments are capitalized. Major renewals, betterments and modifications on
aircraft are capitalized and amortized over the lesser of the remaining life of
the asset or lease term. Scheduled airframe and periodic engine overhaul costs
are capitalized when incurred and amortized over the flying time to the next
scheduled major maintenance or overhaul date, respectively.
BHS retains ownership of most home security systems installed at subscriber
locations. Costs for those systems are capitalized and depreciated over the
estimated lives of the assets. Each period, the Company charges to depreciation
expense the carrying value of security systems estimated to be permanently
disconnected based on historical reconnection experience.
Goodwill
Goodwill has been amortized through 2001 on a straight-line basis over the
estimated periods benefited up to a maximum of 40 years.
Impairment of Long-Lived Assets
Long-lived assets that are deemed impaired are recorded at the lower of the
carrying amount or fair value in accordance with Statement of Financial
Accounting Standards ("SFAS") No. 121, "Accounting for the Impairment of
Long-Lived Assets and for Long-Lived Assets to be Disposed of." The Company
reviews long-lived assets, including fixed assets and goodwill, for impairment
whenever events or changes in circumstances indicate that the carrying value of
the asset may not be recoverable. To determine if impairment exists, the Company
compares estimates of the future undiscounted net cash flows of the asset to its
carrying value. For purposes of assessing impairment, assets are grouped at the
lowest level for which there are identifiable cash flows that are largely
independent of the cash flows of other groups of assets.
Stock-Based Compensation
The Company accounts for its stock-based compensation plans using the intrinsic
value method prescribed in Accounting Principles Board Opinion ("APB") No. 25,
"Accounting for Stock Issued to Employees" and related Interpretations.
Accordingly, since options are granted at the average market price of the stock
at date of grant, the Company has not recognized any compensation expense
related to its stock option plans for the years ended December 31, 2001, 2000
and 1999. Pro forma disclosures of net earnings and earnings per share
calculated as if the fair value method of accounting provided for in SFAS No.
123, "Accounting for Stock-Based Compensation," had been applied are presented
in Note 14.
Postretirement Benefits Other Than Pensions
Postretirement benefits other than pensions, except for those established
pursuant to the Coal Industry Retiree Health Benefit Act of 1992 (the "Health
Benefit Act"), are accounted for in accordance with SFAS No. 106, "Employers'
Accounting for Postretirement Benefits Other Than Pensions," which requires
employers to accrue the cost of such retirement benefits during the employees'
service with the Company and during the average remaining life expectancy for
inactive participants. Postretirement benefit obligations established by the
Health Benefit Act are recorded as a liability when they are probable and
estimable in accordance with Emerging Issues Task Force ("EITF") No. 92-13,
"Accounting for Estimated Payments in Connection with the Coal Industry Retiree
Health Benefit Act of 1992." Prior to the Company's formal plan to exit the coal
business in December 2000, the Company recognized expense when payments were
made, similar to the accounting for multi-employer plans, as provided in EITF
92-13.
Income Taxes
Income taxes are accounted for in accordance with SFAS No. 109, "Accounting for
Income Taxes," which requires recognition of deferred tax assets and liabilities
for the expected future tax consequences of events that have been included in
the financial statements or tax returns. Under this method, deferred tax assets
and liabilities are determined based on the difference between the financial
statement and tax bases of assets and liabilities using enacted tax rates in
effect for the year in which these items are expected to reverse.
36
Foreign Currency Translation
The Company's Consolidated Financial Statements are reported in U.S. dollars.
Assets and liabilities of foreign subsidiaries are translated using rates of
exchange at the balance sheet date and related revenues and expenses are
translated at average rates of exchange in effect during the year. Resulting
cumulative translation adjustments have been recorded as a separate component of
shareholders' equity. Translation adjustments relating to subsidiaries in
countries with highly inflationary economies are included in net income, along
with all transaction gains and losses.
Derivative Instruments and Hedging Activities
Derivative instruments and hedging activities are accounted for in accordance
with SFAS No. 133, "Accounting for Derivative Instruments and Hedging
Activities," as amended. SFAS No. 133, which was adopted in 1998 by the Company,
requires that all derivative instruments be recorded in the Consolidated Balance
Sheet at fair value. If the derivative has been designated as a cash flow hedge,
changes in the fair value of derivatives are recognized in other comprehensive
income until the hedged transaction is recognized in earnings.
Use of Estimates
In accordance with accounting principles generally accepted in the U.S.,
management of the Company has made a number of estimates and assumptions
relating to the reporting of assets and liabilities and the disclosure of
contingent assets and liabilities to prepare these Consolidated Financial
Statements. Actual results could differ materially from those estimates.
Accounting Change - 2000
Pursuant to guidance issued in Staff Accounting Bulletin ("SAB") No. 101,
"Revenue Recognition in Financial Statements," by the Securities and Exchange
Commission in December 1999, and a related interpretation issued in October
2000, BHS changed its method of accounting for nonrefundable installation
revenues and a portion of the related direct costs of obtaining new subscribers
(primarily sales commissions).
Under the new method, all of the nonrefundable installation revenues and a
portion of the new installation costs deemed to be direct costs of subscriber
acquisition are deferred and recognized in income over the estimated term of the
subscriber relationship. Prior to 2000, BHS charged against earnings as
incurred, all marketing and selling costs associated with obtaining new
subscribers and recognized as revenue all nonrefundable payments received from
such subscribers to the extent that costs exceeded such revenues.
The accounting change was implemented in 2000 and the Company reported a
noncash, after-tax charge of $52.0 million ($84.7 million pretax), to reflect
the cumulative effect of the accounting change on years prior to 2000. The
pretax cumulative effect charge of $84.7 million comprised a net deferral of
$121.1 million of revenues partially offset by $36.4 million of customer
acquisition costs. The change in accounting principle decreased operating profit
for 2000 by $2.3 million, reflecting a net decrease in revenues of $6.4 million
and a net decrease in operating expenses of $4.1 million. Net income for 2000
was reduced by $1.4 million ($0.03 per diluted share). Of the $121.1 million of
revenues deferred by the adoption of the new accounting principle at the
beginning of 2000, $18.0 million was recognized as revenue in 2001 and $19.6
million was recognized as revenue in 2000.
Recent Accounting Pronouncements
SFAS No. 141, "Business Combinations," and SFAS No. 142, "Goodwill and Other
Intangible Assets," were issued in June 2001. SFAS No. 141 requires that the
purchase method of accounting be used for all business combinations initiated
after June 30, 2001. SFAS No. 142 will be adopted in the first quarter of 2002
and, in accordance with the new standard, goodwill and intangible assets with
indefinite useful lives will no longer be amortized, but will be tested for
impairment at least annually. The Company's goodwill amortization in each of
2001 and 2000 was approximately $9.5 million ($0.12 per diluted share
after-tax). During 2002, the Company will perform a transitional goodwill
impairment test as of January 1, 2002 and will record any resulting impairment
charges, if necessary, as the cumulative effect of an accounting change as of
January 1, 2002. The impact of the implementation of this statement other than
discontinuing goodwill amortization, if any, on the earnings and financial
position of the Company will be evaluated during the first half of 2002.
37
SFAS No. 143, "Accounting for Asset Retirement Obligations," was issued in June
2001 and addresses financial accounting and reporting for obligations associated
with the retirement of tangible long-lived assets and the associated asset
retirement costs. SFAS No. 143 requires that the fair value of a liability for
an asset retirement obligation be recognized in the period in which it becomes
an obligation, if a reasonable estimate of fair value can be made. The Company
will adopt SFAS No. 143 in 2003. The Company is currently evaluating the effect
that implementation of the new standard may have on its results of operations
and financial position.
SFAS No. 144, "Accounting for the Impairment or Disposal of Long-Lived Assets,"
was issued in August 2001. This statement supersedes SFAS No. 121 and will
provide a single accounting model for long-lived assets held-for-sale. SFAS No.
144 will also supersede the provisions of APB No. 30, "Reporting the Effects of
Disposal of a Segment of a Business, and Extraordinary, Unusual and Infrequently
Occurring Events and Transactions," with regard to reporting the effects of a
disposal of a segment of a business and will require expected future operating
losses from discontinued operations to be reported in the periods in which the
losses are incurred (rather than as of the measurement date as required by APB
No. 30). In addition, SFAS No. 144 expands the definition of asset dispositions
that may qualify for discontinued operations treatment in the future. SFAS No.
144 is effective for new transactions entered into after adoption of this
statement.
Note 2
SEGMENT INFORMATION
The Company conducts business in four different operating segments: Brink's,
BHS, BAX Global (collectively "Business and Security Services") and Other
Operations. These reportable segments are identified by the Company based on how
resources are allocated and how operating decisions are made. Management
evaluates performance and allocates resources based on operating profit or loss
excluding corporate allocations.
Brink's operates in the U.S. as well as 53 international countries. Services
offered by Brink's include contract-carrier armored car, ATM servicing, air
courier (global services), coin wrapping and cash logistics.
BHS is engaged in the business of marketing, selling, installing, monitoring and
servicing electronic security systems primarily in owner-occupied, single-family
residences.
BAX Global is a worldwide transportation and supply chain management company
offering multi-modal freight forwarding to business-to-business shippers through
a global network. In North America, BAX Global provides overnight, second day
and deferred freight delivery. Internationally, BAX Global is engaged in
time-definite air and sea delivery, freight forwarding, supply chain management
services and international customs brokerage. Worldwide, BAX Global specializes
in developing supply chain management programs for companies wanting to quickly
enter new markets or consolidate regional activity.
The Company has no single customer that represents more than 10% of its total
revenue.
Other Operations consists of the Company's gold, timber and natural gas
businesses. The Company's long-term plan is to ultimately exit these activities
to focus resources on its core Business and Security Services segments.
Financial information for these segments is contained in the tables that follow.
Years Ended December 31
(In millions) 2001 2000 1999
- -------------------------------------------------------------------------------
Revenues:
Business and Security Services:
Brink's $ 1,536.3 1,462.9 1,372.5
BHS 257.6 238.1 228.7
BAX Global 1,790.1 2,097.6 2,083.4
- -------------------------------------------------------------------------------
Business and Security Services 3,584.0 3,798.6 3,684.6
Other Operations 40.2 35.5 25.1
- -------------------------------------------------------------------------------
Revenues $ 3,624.2 3,834.1 3,709.7
- -------------------------------------------------------------------------------
38
Years Ended December 31
(In millions) 2001 2000 1999
- -------------------------------------------------------------------------------
Operating profit (loss):
Business and Security Services:
Brink's (a) $ 92.0 108.5 103.5
BHS 54.9 54.3 54.2
BAX Global (b) (24.6) (99.6) 61.5
- ------------------------------------------------------------------------------
Business and Security Services 122.3 63.2 219.2
Other Operations (c) 7.6 5.7 0.3
- ------------------------------------------------------------------------------
Segment operating profit 129.9 68.9 219.5
General corporate expense (19.3) (21.2) (22.9)
- ------------------------------------------------------------------------------
Operating profit $ 110.6 47.7 196.6
- ------------------------------------------------------------------------------
(a) Includes equity interest in net income of unconsolidated equity affiliates
of $5.5 million in 2001, $4.3 million in 2000 and $4.6 million in 1999.
(b) 2000 includes restructuring charges of $57.5 million (see Note 17).
(c) Includes equity interest in net income (loss) of unconsolidated equity
affiliates of ($0.6) million in 2001, $0.4 million in 2000 and ($0.3) million in
1999.
Years Ended December 31
(In millions) 2001 2000 1999
- -------------------------------------------------------------------------------
Capital expenditures:
Business and Security Services:
Brink's $ 71.3 73.9 84.4
BHS 81.3 74.5 80.6
BAX Global 33.1 60.1 94.5
- ------------------------------------------------------------------------------
Business and Security Services 185.7 208.5 259.5
Other Operations 7.2 5.1 9.3
General corporate 0.2 0.8 0.1
- ------------------------------------------------------------------------------
Capital expenditures $ 193.1 214.4 268.9
- ------------------------------------------------------------------------------
Depreciation and amortization, excluding goodwill:
Business and Security Services:
Brink's: $ 60.1 58.2 51.0
BHS (a) 70.6 62.1 49.9
BAX Global (b) 49.4 53.8 32.6
- ------------------------------------------------------------------------------
Business and Security Services 180.1 174.1 133.5
Other Operations 4.3 4.9 4.7
General corporate 0.5 0.4 0.9
- ------------------------------------------------------------------------------
184.9 179.4 139.1
- ------------------------------------------------------------------------------
Goodwill amortization:
Brink's 2.1 2.0 2.0
BAX Global 7.4 7.5 7.8
- ------------------------------------------------------------------------------
9.5 9.5 9.8
- ------------------------------------------------------------------------------
Depreciation and amortization $ 194.4 188.9 148.9
- ------------------------------------------------------------------------------
(a) Includes amortization of deferred subscriber acquisition costs of $10.4
million in 2001 and $8.5 million in 2000.
(b) Excludes amortization of aircraft heavy maintenance expenditures.
December 31
(In millions) 2001 2000 1999
- -------------------------------------------------------------------------------
Assets:
Business and Security Services:
Brink's (a) $ 738.0 719.1 686.3
BHS 372.6 353.4 294.7
BAX Global 594.1 724.5 834.6
- -------------------------------------------------------------------------------
Business and Security Services 1,704.7 1,797.0 1,815.6
Other Operations (b) 41.9 39.4 42.8
- -------------------------------------------------------------------------------
Identifiable segment assets 1,746.6 1,836.4 1,858.4
General corporate (c) 534.8 515.3 386.1
- -------------------------------------------------------------------------------
Assets of continuing operations 2,281.4 2,351.7 2,244.5
Discontinued operations 112.6 127.0 215.2
- -------------------------------------------------------------------------------
Total assets (d) $ 2,394.0 2,478.7 2,459.7
- -------------------------------------------------------------------------------
(a) Includes investments in unconsolidated equity affiliates of $26.0 million,
$22.1 million and $18.9 million in 2001, 2000 and 1999, respectively.
(b) Includes investments in unconsolidated equity affiliates of $3.4 million,
$4.4 million and $7.1 million in 2001, 2000 and 1999, respectively.
(c) Primarily deferred tax assets, retained coal assets and cash and cash
equivalents.
(d) Includes property and equipment, net located in the U.S. of $548.7 million,
$553.2 million and $553.9 million as of December 31, 2001, 2000 and 1999,
respectively. Property and equipment, net located outside the U.S. was $269.4
million, $278.3 million, $279.3 million as of December 31, 2001, 2000 and 1999,
respectively.
All Company revenues are recorded in the country where the service is
initiated/performed with the exception of BAX Global's expedited freight service
where revenue is shared among the origin and destination countries. The
Company's net assets in non-U.S. subsidiaries were $286.0 million and $248.4
million at December 31, 2001 and 2000, respectively.
Years Ended December 31
(In millions) 2001 2000 1999
- -------------------------------------------------------------------------------
Revenue by region:
United States $ 1,810.0 1,961.3 1,912.7
International 1,877.1 1,929.1 1,849.9
Eliminations (62.9) (56.3) (52.9)
- -------------------------------------------------------------------------------
Revenues $ 3,624.2 3,834.1 3,709.7
- -------------------------------------------------------------------------------
Operating profit (loss) by region:
United States (a) $ 43.4 (26.5) 124.2
International (a) 86.5 95.4 95.3
General corporate expense (19.3) (21.2) (22.9)
- -------------------------------------------------------------------------------
Operating profit $ 110.6 47.7 196.6
- -------------------------------------------------------------------------------
(a) 2000 includes restructuring charges of $54.6 million and $2.9 million in
the U.S. and International, respectively, (see Note 17).
39
Note 3
CAPITAL STOCK
Common Stock
As discussed in Notes 1 and 20, on January 14, 2000, the Company eliminated its
tracking stock capital structure by exchanging all outstanding shares of
Minerals Stock and BAX Stock for 10.9 million shares of Brink's Stock. The
holders of Minerals Stock received 0.0817 share of Brink's Stock for each share
of their Minerals Stock; and holders of BAX Stock received 0.4848 share of
Brink's Stock for each share of their BAX Stock. The exchange ratios were
derived using a shareholder-approved formula that was based on the relative fair
market values of each stock, as defined in the Company's Articles of
Incorporation.
After January 14, 2000, Brink's Stock became the only outstanding class of
common stock of the Company and is hereinafter referred to as "Pittston Common
Stock."
Convertible Preferred Stock
The Company has 21,000 shares of its $31.25 Series C Cumulative Convertible
Preferred Stock (the "Convertible Preferred Stock") outstanding. The Convertible
Preferred Stock provides for an annual cumulative dividend of $31.25 per share
and bears a liquidation preference of $500 per share. Subsequent to the
Exchange, each share of the Convertible Preferred Stock is convertible at the
option of the holder at an adjusted conversion price of $393.82 per share of
Pittston Common Stock (equivalent to a conversion ratio of approximately 1.27
shares of Pittston Common Stock for each share of Convertible Preferred Stock)
subject to adjustment in certain circumstances.
The Company, may at its option, redeem the Convertible Preferred Stock, in whole
or in part, for cash at a price of $506.25 per share beginning February 1, 2002,
$503.125 per share beginning February 1, 2003, and $500 per share beginning
February 1, 2004, plus any accrued and unpaid dividends. Except under certain
circumstances or as prescribed by Virginia law, shares of the Convertible
Preferred Stock are nonvoting.
Other than the above shares, there are no other preferred shares outstanding. At
December 31, 2001, the Company has authority to issue an additional 140,000
shares of Convertible Preferred Stock, par value $10 per share.
Repurchase Program
In May 2001, the Board approved a revised authority, which remains in effect, to
purchase over time up to 1.0 million shares of Pittston Common Stock, and any or
all of the issued and outstanding shares of the Convertible Preferred Stock with
an aggregate purchase price limitation of $30 million for all such common and
preferred share purchases. Such shares are to be purchased from time to time in
the open market or in private transactions, as conditions warrant.
The Company purchased shares of Convertible Preferred Stock and Brink's Stock in
the periods presented as follows:
(Dollars in millions, Years Ended December 31
shares in thousands) 2001 2000 1999
- ------------------------------------------------------------------------------
Brink's Stock:
Shares N/A N/A 100.0
Cash paid to repurchase N/A N/A 2.6
Convertible Preferred Stock:
Shares - 8.1 83.9
Cash paid to repurchase $ - 2.2 20.9
Excess carrying amount (a) $ - 1.7 19.2
- ----------------------------------------------------------------------------
(a) The excess of the carrying amount of the Convertible Preferred Stock over
the cash paid to holders for repurchases made during the years is deducted from
preferred dividends in the Company's Consolidated Statement of Operations.
Dividends
During 2001 and 2000, the Company paid dividends of $5.1 million and $5.0
million, respectively, on Pittston Common Stock. During 1999, the Company paid
dividends of $3.9 million on Brink's Stock, $4.6 million on BAX Stock, and $0.2
million on Minerals Stock, respectively. In 2001, 2000 and 1999, dividends paid
on the Convertible Preferred Stock amounted to $0.7 million, $0.9 million and
$1.6 million, respectively.
In February 2002, the Board declared a cash dividend of $0.025 and $7.8125 per
share on Pittston Common Stock and Convertible Preferred Stock, respectively,
payable on March 1, 2002 to shareholders of record on February 15, 2002.
40
Series A Preferred Stock Rights Agreement
Under the Amended and Restated Rights Agreement dated as of January 14, 2000, as
amended effective November 30, 2001, holders of Pittston Common Stock have
rights to purchase a new Series A Participating Cumulative Preferred Stock (the
"Series A Preferred Stock") of the Company at the rate of one right for each
share of Pittston Common Stock. Each right, if and when it becomes exercisable,
will entitle the holder to purchase one-thousandth of a share of Series A
Preferred Stock at a purchase price of $60.00, subject to adjustment.
Each fractional share of Series A Preferred Stock will be entitled to
participate in dividends and to vote on an equivalent basis with one whole share
of Pittston Common Stock. Each right will not be exercisable until after a third
party acquires more than 15% of the total voting rights of all outstanding
Pittston Common Stock or on such date as may be designated by the Board after
commencement of a tender offer or exchange offer by a third party for more than
15% of the total voting rights of all outstanding Pittston Common Stock.
If after the rights become exercisable, the Company is acquired in a merger or
other business combination, each right will entitle the holder to purchase, for
the purchase price, common stock of the surviving or acquiring company having a
market value of twice the purchase price. In the event a third party acquires
more than 15% of all outstanding Pittston Common Stock, the rights will entitle
each holder to purchase, at the purchase price, that number of fractional shares
of Series A Preferred Stock equivalent to the number of shares of common stock
which at the time of the triggering event would have a market value of twice the
purchase price. As an alternative to the purchase described in the previous
sentence, the Board may elect to exchange the rights for other forms of
consideration, including that number of shares of common stock obtained by
dividing the purchase price by the market price of the common stock at the time
of the exchange or for cash equal to the purchase price. The rights may be
redeemed by the Company at a price of $0.01 per right and expire on September
25, 2007.
Employee Benefits Trust
The Pittston Company Employee Benefits Trust (the "Trust") holds shares of
Pittston Common Stock to fund obligations under certain compensation and
employee benefit programs that provide for the issuance of stock. In 2001, the
Company issued an additional 2.5 million shares of Pittston Common Stock to the
Trust. In 2000, the Trust exchanged its BAX Stock and Minerals Stock for 0.7
million shares of Pittston Common Stock in the Exchange. As of December 31,
2001 and 2000, 2.7 million and 1.3 million shares, respectively, of Pittston
Common Stock were held by the Trust. The fair value of the shares owned by the
Trust are accounted for as a reduction of shareholders' equity. The shares of
the Pittston Common Stock will be voted by the trustee in the same proportion
as those voted by the Company's employees participating in the Company's
Savings Investment Plan.
Note 4
EARNINGS PER SHARE
The following is a reconciliation between the calculations of basic and diluted
income from continuing operations per common share:
Years Ended December 31
(In millions) 2001 2000 1999(a)
- -------------------------------------------------------------------------------
Numerator:
Income from continuing operations $ 45.8 2.7 108.0
Preferred stock dividends (0.7) (0.9) (1.6)
Excess carrying amount (b) - 1.7 19.2
- -------------------------------------------------------------------------------
Basic income from continuing
operations per share numerator 45.1 3.5 125.6
Preferred stock dividends - 0.9 1.6
Excess carrying amount (b) - (1.7) (19.2)
- -------------------------------------------------------------------------------
Diluted income from continuing
operations per share numerator $ 45.1 2.7 108.0
- -------------------------------------------------------------------------------
Denominator:
Basic weighted average
common shares outstanding 51.2 50.1 49.1
Effect of dilutive securities:
Stock options 0.2 - 0.1
Convertible Preferred Stock - - 0.1
- -------------------------------------------------------------------------------
Diluted weighted average
common shares outstanding 51.4 50.1 49.3
- -------------------------------------------------------------------------------
(a) Shares are pro forma for the Exchange using rates described in Notes 3
and 20.
(b) See "Repurchase Program" in Note 3.
41
The shares of Pittston Common Stock held in the Pittston Company Employee
Benefits Trust are excluded from the basic and diluted income from continuing
operations per common share calculations. Shares held by the Trust that were
excluded were 2.7 million and 1.3 million in 2001 and 2000, respectively and 2.3
million pro forma shares in 1999.
The Company excludes the effect of antidilutive securities from the computations
of diluted income from continuing operations per common share. The equivalent
weighted average shares of common stock that were excluded were 2.0 million and
2.8 million in 2001 and 2000, respectively and 2.2 million pro forma shares in
1999.
The following is a reconciliation between the calculations of basic and diluted
income (loss) from continuing operations per share for the year ended December
31, 1999:
Brink's BAX Minerals
(In millions) Group Group Group
- -------------------------------------------------------------------------------
Numerator:
Income (loss) from continuing
operations $ 84.2 33.2 (9.4)
Preferred stock dividends - - (1.6)
Excess carrying amount (a) - - 19.2
- -------------------------------------------------------------------------------
Basic income from
continuing operations per
share numerator 84.2 33.2 8.2
Preferred stock dividends - - 1.6
Excess carrying amount (a) - - (19.2)
- -------------------------------------------------------------------------------
Diluted income (loss) from
continuing operations
per share numerator $ 84.2 33.2 (9.4)
- -------------------------------------------------------------------------------
Denominator:
Basic weighted average common
shares outstanding 39.1 19.2 8.9
Effect of dilutive securities:
Stock options 0.1 0.1 -
Convertible Preferred Stock - - 0.7
- -------------------------------------------------------------------------------
Diluted weighted average common
shares outstanding 39.2 19.3 9.6
- -------------------------------------------------------------------------------
(a) See "Repurchase Program" in Note 3.
For 1999, shares of Brink's Stock, BAX Stock and Minerals Stock held in the
Trust are excluded from the basic and diluted income (loss) from continuing
operations per common share calculations. Shares held by the Trust that were
excluded in 1999 were 1.6 million, 1.4 million and 0.8 million shares for the
Brink's Group, BAX Group and Minerals Group, respectively.
The Company excludes the effect of antidilutive securities from the computations
of diluted income (loss) from continuing operations per common share. The
equivalent weighted average shares of common stock that were excluded for 1999
were 1.2 million, 1.9 million and 0.6 million shares for the Brink's Group, BAX
Group and Minerals Group, respectively.
Note 5
SUPPLEMENTAL CASH FLOW INFORMATION
Years Ended December 31
(In millions) 2001 2000 1999
- -------------------------------------------------------------------------------
Cash payments for:
Income taxes, net $ 20.1 28.2 38.9
Interest 31.1 44.8 36.3
Capitalized interest - - 1.4
- -------------------------------------------------------------------------------
Cash payments for income taxes are net of the benefits of $6.7 million and $10.3
million for the years ended 2001 and 1999, respectively, related to the
Company's discontinued coal operations.
Dividends distributed to employee benefit plans in the form of common stock were
$0.4 million, $0.3 million and $0.5 million for the years ended December 31,
2001, 2000 and 1999, respectively.
Note 6
PROPERTY AND EQUIPMENT
December 31
(In millions) 2001 2000
- ------------------------------------------------------------------------------
Land $ 48.9 49.5
Buildings 227.0 225.4
Vehicles 145.6 146.5
Aircraft and related assets 85.5 82.1
Home security systems 455.9 387.5
Other machinery and equipment 537.1 503.6
- ------------------------------------------------------------------------------
1,500.0 1,394.6
Accumulated depreciation
and amortization 681.9 563.1
- ------------------------------------------------------------------------------
Property and equipment, net $ 818.1 831.5
- ------------------------------------------------------------------------------
42
Depreciation of property and equipment aggregated $174.2 million in 2001, $170.9
million in 2000 and $138.5 million in 1999.
In 2000, $27.4 million of certain aircraft-related assets were written down to
fair value pursuant to BAX Global's restructuring plan (see Note 17).
At December 31, 2001, the Company had noncancelable commitments to purchase
$23.6 million of equipment, of which $15.5 million was for the Company's
discontinued operations.
Note 7
GOODWILL
Goodwill is the excess of fair value over cost of net tangible and identifiable
intangible assets of businesses acquired. Goodwill is net of accumulated
amortization of $128.1 million and $120.4 million at December 31, 2001 and 2000,
respectively. Amortization of goodwill aggregated $9.5 million in 2001 and 2000
and $9.8 million in 1999. With the adoption of SFAS No. 142, beginning on
January 1, 2002, goodwill will no longer be amortized (see Note 1).
Note 8
ACCRUED LIABILITIES
December 31
(In millions) 2001 2000
- -------------------------------------------------------------------------------
Payroll and other employee liabilities $ 106.3 106.2
Workers' compensation and other claims 42.1 35.6
Taxes 89.9 82.0
Postretirement benefits other than pensions 38.5 35.1
Aircraft maintenance 35.7 21.6
Accrued loss of discontinued operations 46.0 41.7
Other 181.5 171.0
- -------------------------------------------------------------------------------
Accrued liabilities $ 540.0 493.2
- -------------------------------------------------------------------------------
Note 9
OTHER LIABILITIES
December 31
(In millions) 2001 2000
- -------------------------------------------------------------------------------
Liability for DTA (see Note 19) $ 43.2 43.2
Black lung 38.4 41.2
Minority interest 35.5 28.6
Pension 22.9 16.5
Other 20.0 12.8
- -------------------------------------------------------------------------------
Other liabilities $ 160.0 142.3
- -------------------------------------------------------------------------------
Note 10
LONG-TERM DEBT
December 31
(In millions) 2001 2000
- -------------------------------------------------------------------------------
Senior Notes:
Series A, 7.84%, due 2005-2007 $ 55.0 -
Series B, 8.02%, due 2008 20.0 -
- -------------------------------------------------------------------------------
75.0 -
- -------------------------------------------------------------------------------
Bank credit facilities:
U.S. Revolving Bank Credit Facility:
One-year commitment, due 2001 - 59.8
One-year commitment, due 2002 - -
Three-year commitment, due 2003 136.2 185.0
Argentine revolving credit facility
(year-end rate 12.44%) - 15.0
French credit facilities (year-end
weighted average rate
5.28% in 2001 and 5.47% in 2000) 14.4 17.3
Venezuelan term loan due
2003 (year-end rate 31.20% in 2001
and 27.59% in 2000) 6.6 11.4
Other (year-end weighted average
rate 13.46% in 2001 and 6.41% in 2000) 13.2 30.1
- -------------------------------------------------------------------------------
170.4 318.6
- -------------------------------------------------------------------------------
Capital leases (average rates:
5.72% in 2001 and 7.09% in 2000) 24.7 27.2
- -------------------------------------------------------------------------------
Total long-term debt 270.1 345.8
Current maturities of long-term debt:
Bank credit facilities 11.0 26.0
Capital leases 6.2 8.4
- -------------------------------------------------------------------------------
Total current maturities of long-term debt 17.2 34.4
- -------------------------------------------------------------------------------
Total long-term debt excluding
current maturities $ 252.9 311.4
- -------------------------------------------------------------------------------
Minimum repayments of long-term debt for years 2003 through 2006 total $149.9
million, $8.7 million, $24.5 million and $24.2 million, respectively.
In January 2001, the Company completed a $75.0 million private placement of
Senior Notes. The Notes comprise $55 million of 7.84% Senior Notes, Series A due
2005-2007 and $20 million of 8.02% Senior Notes, Series B due in 2008. Proceeds
from the Notes were used to repay borrowings under the U.S. revolving bank
credit facility. Interest on the
43
Notes is payable semiannually, and the Company is required to repay $18.3
million principal of the Series A Notes in each of January 2005, 2006 and 2007.
The Company has the option to prepay all or a portion of the Notes prior to
maturity with a prepayment penalty.
The Company has a $362.5 million credit agreement with a syndicate of banks
under which it may borrow $185.0 million on a revolving basis over a three-year
term ending October 2003 and up to $177.5 million on a revolving basis over a
one-year term ending October 2002. At December 31, 2001, $226.3 million was
available for borrowing under this facility. The Company has the option to
borrow based on a Libor-based offshore rate, a base rate, or a competitive bid
among the individual banks plus a margin determined by the Company's credit
rating. The margin is 0.85% on the one-year commitment and 0.825% on the
three-year commitment. The credit agreement provides for margin increases should
the Company's credit rating be reduced, but does not accelerate payments. The
applicable interest rate is increased by 0.125% during any period that amounts
outstanding under the facility exceed $181.25 million. The Company also pays an
annual facility fee of 0.15% on the one-year commitment and 0.175% on the
three-year commitment.
The Company has two multi-currency revolving bank credit facilities that total
$95.0 million in available credit line, of which $46.8 million was available at
December 31, 2001 for additional borrowing. Various foreign subsidiaries
maintain other secured and unsecured lines of credit and overdraft facilities
with a number of banks. Amounts outstanding under these agreements are included
in short-term borrowings.
The Company's Brink's, BHS, BAX Global and Coal Operations subsidiaries have
guaranteed the U.S. bank credit facility and Notes. The U.S. revolving bank
credit agreement, the agreement under which the Notes were issued and the
multi-currency revolving bank credit facilities each contain various financial
and other covenants. The financial covenants, among other things, limit the
Company's total indebtedness, provide for minimum coverage of interest costs,
and require the Company to maintain a minimum level of net worth. The Company
was in compliance with all financial covenants at December 31, 2001. If the
Company were not to comply with the terms of its various loan agreements, the
repayment terms could be accelerated.
The Company entered into capital lease obligations of $7.5 million in 2001 and
$7.0 million in 2000.
At December 31, 2001, the Company had undrawn unsecured letters of credit
totaling $32.2 million. These letters of credit primarily support the Company's
obligations under various self-insurance programs, credit facilities, and
aircraft lease obligations.
Note 11
ACCOUNTS RECEIVABLE AND ASSET SECURITIZATION
December 31
(In millions) 2001 2000
- ------------------------------------------------------------------------------
Trade $ 496.3 547.7
Other 38.8 52.2
- ------------------------------------------------------------------------------
535.1 599.9
Estimated uncollectible amounts 41.8 39.8
- ------------------------------------------------------------------------------
Accounts receivable, net $ 493.3 560.1
- ------------------------------------------------------------------------------
In December 2000, the Company entered into a five-year agreement to sell a
revolving interest in BAX Global's U.S. domestic accounts receivable through a
commercial paper conduit program. The primary purpose of the agreement was to
obtain access to a lower cost source of funds.
Qualifying accounts receivable of BAX Global's U.S. operations are sold on a
monthly basis, without recourse, to BAX Funding Corporation ("BAX Funding"), a
wholly owned, consolidated special-purpose subsidiary of BAX Global. BAX Funding
then sells an undivided interest in the entire pool of accounts receivable to a
bank-sponsored conduit entity. The conduit issues commercial paper to finance
the purchase of its interest in the receivables. Under the program, BAX Funding
may sell up to a $90.0 million interest in the receivables pool to the conduit.
During the term of the agreement, the conduit's interest in daily collections of
accounts receivable is reinvested in newly originated receivables.
At the end of the five-year term, or in the event certain circumstances cause an
early termination of the program, the daily reinvestment will be discontinued
and collections will be used to pay down the conduit's interest in the
receivables pool. Early termination of the program may occur if certain ratios,
including ratios of delinquent and defaulted accounts, are exceeded. Early
termination may also be triggered if other events occur as described in the
agreement, including the acceleration of debt repayments of the Company's $362.5
million U.S. revolving bank credit facility.
44
The conduit has a priority collection interest in the entire pool of receivables
and, as a result, BAX Funding has retained credit risk to the extent the pool
exceeds the amount sold. BAX Funding pays the conduit a discount based on the
conduit's borrowing cost plus incremental fees. BAX Global is the designated
servicer of the receivables pool and is responsible for collections,
reinvestment, and periodic reporting to the conduit. The Pittston Company has
guaranteed the performance of BAX Global with respect to the agreement.
In December 2000, BAX Funding sold an $85.0 million revolving interest in the
accounts receivable to the conduit. Proceeds from the sale were used to reduce
borrowings. The transaction is accounted for as a sale of accounts receivable
under SFAS No. 140, "Accounting for Transfers and Servicing of Financial Assets
and Extinguishments of Liabilities."
December 31
(In millions) 2001 2000
- ------------------------------------------------------------------------------
Accounts receivable purchased by BAX Funding:
Total pool $ 81.8 124.3
Revolving interest sold to conduit (69.0) (85.0)
- ------------------------------------------------------------------------------
Amount included in Consolidated
Balance Sheets of the Company $ 12.8 39.3
- ------------------------------------------------------------------------------
The fair value of the Company's retained interest in the receivables
approximates carrying value. BAX Funding's retained interest is reported as
accounts receivable in the Consolidated Balance Sheet. The discount and related
expenses of $7.0 million in 2001 and $0.6 million in 2000 are reported as other
income (expense) in the Consolidated Statement of Operations. The Company has
not recorded a servicing asset or liability because it believes the servicing
compensation BAX Global receives is representative of market rates and because
the average servicing period for accounts receivable approximates one month.
Note 12
OPERATING LEASES
The Company and its subsidiaries lease facilities, aircraft, vehicles, computers
and other equipment under long-term operating and capital leases with varying
terms. Most of the operating leases contain renewal and/or purchase options.
Information relating to capital leases is included in Note 10.
As of December 31, 2001, aggregate future minimum lease payments for continuing
operations under operating leases were as follows:
Equipment
(In millions) Facilities Aircraft and Other Total
- -------------------------------------------------------------------------------
2002 $ 74.8 15.2 33.4 123.4
2003 58.1 10.7 27.1 95.9
2004 44.3 4.6 21.1 70.0
2005 32.1 0.2 16.0 48.3
2006 25.5 - 11.9 37.4
Later Years 125.4 - 16.2 141.6
- -------------------------------------------------------------------------------
Total $ 360.2 30.7 125.7 516.6
- -------------------------------------------------------------------------------
The above table includes amounts due under noncancellable leases with initial or
remaining lease terms in excess of one year and under certain vehicle leases
with remaining lease terms of less than one year, where the Company has the
option and expects to continue to renew the leases.
Net rent expense amounted to $142.3 million in 2001, $146.9 million in 2000 and
$145.4 million in 1999.
The Company has leases on four facilities under each of which it has the option
to either renew the lease, purchase the facility at original cost, or pay a
guaranteed residual. At December 31, 2001, the maximum guaranteed residuals on
these four leases totaled $16.1 million.
At December 31, 2001, the Company had contractual commitments with third parties
to provide aircraft usage and services to BAX Global, which expire in 2002
through 2004. The fixed and determinable portion of the obligations under these
agreements aggregate approximately $41.2 million in 2002, $27.6 million in 2003
and $6.6 million in 2004.
Note 13
EMPLOYEE BENEFITS
The employee benefit plans and other liabilities described below cover employees
and retirees of both continuing and discontinued operations of the Company.
Accordingly, a portion of these benefit expenses have been included in the
results of discontinued operations for the years presented.
45
Pension Plans
The Company has noncontributory defined benefit pension plans covering
substantially all U.S. nonunion employees who meet certain minimum requirements.
The Company also has other contributory and noncontributory defined benefit
plans for eligible non-U.S. employees. Benefits under most of the plans are
based on salary (including commissions, bonuses, overtime and premium pay) and
years of service. The Company's policy is to fund at least the minimum
actuarially determined amounts necessary in accordance with applicable
regulations.
The net pension expense (excluding curtailment gain) for 2001, 2000 and 1999 for
all plans is as follows:
Years Ended December 31
2001 2000 1999
- -------------------------------------------------------------------------------
Service cost $ 26.0 23.6 24.4
Interest cost on Projected Benefit
Obligation ("PBO") 38.5 35.0 32.5
Return on assets-expected (58.6) (55.3) (48.9)
Other amortization, net 0.5 (0.3) 2.8
- -------------------------------------------------------------------------------
Net pension expense $ 6.4 3.0 10.8
- -------------------------------------------------------------------------------
Pursuant to its formal plan to exit the coal business, the Company recorded a
curtailment gain during 2000 of $4.4 million comprising a $5.8 million reduction
in PBO, partially offset by reductions in unrecognized experience losses and
prior service costs.
The Company's U.S. defined benefit pension plans represent 84% of PBO and
83% of plan assets at December 31, 2001. The assumptions used in
determining the net pension expense and funded status for the Company's
U.S. pension plans were as follows:
2001 2000 1999
- ------------------------------------------------------------------------------
Discount rate-Expense 7.5% 7.5% 7.0%
Discount rate-Funded status 7.25% 7.5% 7.5%
Expected long-term rate of return on assets
(Expense and funded status) 10.0% 10.0% 10.0%
Average rate of increase in salaries
(Expense and funded status) (a) 4.0% 4.0% 4.0%
- ------------------------------------------------------------------------------
(a) For 2000 and 2001, salary scale assumptions vary by age and industry and
approximate 4% per annum.
Reconciliations of the PBO, plan assets, funded status and prepaid pension
expense at December 31, 2001 and 2000 for all of the Company's pension plans are
as follows:
December 31
2001 2000
- -------------------------------------------------------------------------------
PBO at beginning of year $ 527.5 474.8
Service cost 26.0 23.6
Interest cost 38.5 35.0
Curtailment gain - (5.8)
Plan participants' contributions 1.0 0.5
Benefits paid (24.0) (25.1)
Actuarial loss 30.5 28.9
Plan amendments - 0.7
Foreign currency exchange rate changes (4.5) (5.1)
- -------------------------------------------------------------------------------
PBO at end of year $ 595.0 527.5
- -------------------------------------------------------------------------------
Fair value of plan assets at beginning
of year $ 621.3 660.5
Return on assets - actual (40.9) (11.0)
Plan participants' contributions 1.0 0.5
Employer contributions 2.3 2.4
Benefits paid (24.0) (25.1)
Foreign currency exchange rate changes (5.4) (6.0)
- -------------------------------------------------------------------------------
Fair value of plan assets at end of year $ 554.3 621.3
- -------------------------------------------------------------------------------
Funded status $ (40.7) 93.8
Unrecognized experience loss 135.3 4.7
Unrecognized prior service cost 1.7 2.0
Other (0.5) 0.5
- -------------------------------------------------------------------------------
Net pension assets 95.8 101.0
- -------------------------------------------------------------------------------
Current pension liabilities 0.2 0.9
Noncurrent pension liabilities 22.9 16.5
Adjustment to minimum pension liability
for international subsidiary (9.9) -
- -------------------------------------------------------------------------------
Prepaid pension assets $ 109.0 118.4
- -------------------------------------------------------------------------------
Selected information for the Company plans that have PBOs greater than plan
assets are aggregated below.
December 31
2001 2000
- -------------------------------------------------------------------------------
Projected benefit obligations $ 555.0 28.3
Accumulated benefit obligations 489.4 22.8
Fair value of plan assets 498.9 9.4
- -------------------------------------------------------------------------------
46
Expense included in continuing operations in 2001, 2000 and 1999 for other
multi-employer pension plans was $1.2 million, $0.9 million and $0.8 million,
respectively.
Savings Plans
The Company sponsors a 401(k) Savings-Investment Plan to assist eligible U.S.
employees in providing for retirement. Employee contributions are matched at
rates of between 50% to 100% up to 5% of compensation (subject to certain
limitations). Contribution expense in continuing operations under the plan
aggregated $9.8 million in 2001, $8.4 million in 2000 and $7.8 million in 1999.
Contribution expense included in discontinued operations was $0.7 million in
2001 and 2000 and $0.9 million in 1999.
The Company sponsors other defined contribution benefit plans based on hours
worked or other measurable factors. Contributions under all of these plans
aggregated $3.2 million in 2001, $2.8 million in 2000 and $1.5 million in 1999.
Postretirement Benefits Other Than Pensions
The Company provides certain postretirement health care and life insurance
benefits for eligible active and retired employees in the U.S. and Canada (the
"Company-sponsored plans"). The Company also provides benefits to certain
eligible Coal Operation employees and others as required by the Health Benefit
Act, discussed below. Pursuant to its plan to exit the coal business, the
Company recorded an undiscounted liability in 2000 to reflect the estimated
retiree medical costs associated with the Health Benefit Act. Liabilities at
December 31, 2001 and 2000 recorded on the Company's balance sheet are as
follows:
December 31
2001 2000
- -------------------------------------------------------------------------------
Company-sponsored plans $ 278.2 274.5
Health Benefit Act 159.9 161.7
- -------------------------------------------------------------------------------
438.1 436.2
Current 38.5 35.1
- -------------------------------------------------------------------------------
Noncurrent $ 399.6 401.1
- -------------------------------------------------------------------------------
Company-Sponsored Plans
For the years 2001, 2000 and 1999, the components of net periodic postretirement
costs (excluding curtailment loss) related to Company-sponsored plans for these
postretirement benefits were as follows:
December 31
2001 2000 1999
- -------------------------------------------------------------------------------
Service cost $ 0.9 0.8 1.4
Interest cost on Accumulated
Postretirement Benefit Obligation
("APBO") 26.4 23.8 23.1
Amortization of losses 3.7 3.6 5.1
- -------------------------------------------------------------------------------
Net periodic postretirement costs $ 31.0 28.2 29.6
- -------------------------------------------------------------------------------
Pursuant to its formal plan to exit the coal business, the Company recorded a
curtailment loss during 2000 of $6.0 million.
Reconciliations of the APBO, funded status and accrued postretirement benefit
cost for Company-sponsored plans at December 31, 2001 and 2000 are as follows:
December 31
2001 2000
- -------------------------------------------------------------------------------
APBO at beginning of year $ 376.4 335.2
Service cost 0.9 0.8
Interest cost 26.4 23.8
Benefits paid (27.3) (24.5)
Actuarial loss, net 87.5 35.1
Curtailment loss - 6.0
- -------------------------------------------------------------------------------
APBO and funded status at end of year (a) 463.9 376.4
Unrecognized experience loss (185.7) (101.9)
- -------------------------------------------------------------------------------
Accrued postretirement benefit cost at end of year $ 278.2 274.5
- -------------------------------------------------------------------------------
(a) Currently unfunded.
At December 31, 2001, approximately 98% of the APBO related to Coal Operations.
The APBO was determined using the unit credit method and an assumed discount
rate of 7.25% in 2001 and 7.5% in 2000. For Company-sponsored plans, the assumed
health care cost trend rate used in 2001 was 10% for 2002, declining 1% per year
to 5% in 2007 and thereafter; and in 2000 was 5% for all retirees. The assumed
Medicare cost trend rate used in 2001 and 2000 was 5%.
47
A one percentage point increase (decrease) each year in the assumed health care
cost trend rate used for 2001 would increase (decrease) the aggregate service
and interest components of expense for 2001, and increase (decrease) the APBO of
Company-sponsored plans at December 31, 2001 as follows:
Effect of 1% Change in
Health Care Trend Rates
-----------------------
(In millions) Increase Decrease
- ----------------------------------------------------------------------------
Higher (lower):
Service and interest cost in 2001 $ 3.7 (3.1)
APBO at December 31, 2001 54.3 (45.6)
- ----------------------------------------------------------------------------
Health Benefit Act
In October 1992, the Coal Industry Retiree Health Benefit Act of 1992 (the
"Health Benefit Act") was enacted as part of the Energy Policy Act of 1992. The
Health Benefit Act established rules for the payment of future health care
benefits for thousands of retired union mine workers and their dependents. The
Health Benefit Act established a trust fund to which "signatory operators" and
"related persons", including The Pittston Company and certain of its
subsidiaries (collectively, the "Pittston Companies"), are jointly and severally
liable to pay annual premiums for assigned beneficiaries, together with a pro
rata share for certain beneficiaries who never worked for such employers
("unassigned beneficiaries") including in the Company's case, the Pittston
Companies, in amounts determined on the basis set forth in the Health Benefit
Act. In October 1993 and at various times in subsequent years, the Pittston
Companies have received notices from the Social Security Administration (the
"SSA") with regard to the assigned beneficiaries for which the Pittston
Companies are responsible under the Health Benefit Act. In addition, the Health
Benefit Act requires the Pittston Companies to fund, pro rata according to the
total number of assigned beneficiaries, a portion of the health benefits for
unassigned beneficiaries. At this time, the funding for such health benefits is
being provided from another source; the statutory authorization to obtain such
funds is currently expected to cease by 2005. In the determination of the
Pittston Companies' ultimate obligation under the Health Benefit Act, such
funding has been taken into consideration.
Prior to December 31, 2000, the Company accounted for its obligations under the
Health Benefit Act as a participant in a multi-employer benefit plan and thus,
recognized the annual cost of these obligations on a pay-as-you-go basis. For
2001, 2000 and 1999, cash payments for such amounts were approximately $9.7
million, $9.0 million and $10.4 million, respectively. Pursuant to its formal
plan to exit the coal business, the Company recorded its estimated undiscounted
liability relating to such obligations at December 31, 2000 as a $161.7 million
charge to the net loss from discontinued operations. The obligations at December
31, 2001 were $159.9 million. Such obligations, if discounted at 7.25% would
provide a present value estimate of approximately $80 to $85 million. The
Company currently estimates that the annual cash funding under the Health
Benefit Act for the Pittston Companies' assigned beneficiaries will continue at
about the same annual level for the next several years and should begin to
decline thereafter as the number of such assigned beneficiaries decreases.
In addition, under the Health Benefit Act, the Pittston Companies are jointly
and severally liable for certain postretirement health benefits under the
Company-sponsored plans discussed above. The Company's accumulated
postretirement benefit obligation for such benefits is estimated to be
approximately $380 million as of December 31, 2001.
The ultimate costs that will be incurred by the Company under the Health Benefit
Act and its postretirement medical plans could be significantly affected by,
among other things, the rate of inflation for medical costs, changes in the
number of beneficiaries, governmental funding arrangements and such federal
health benefit legislation of general application as may be enacted.
Pneumoconiosis (Black Lung) Expense
December 31
(In millions) 2001 2000
- -------------------------------------------------------------------------------
Actuarial present value of
self-insured black lung benefits $ 58.7 53.6
Unrecognized loss (13.3) (6.1)
- -------------------------------------------------------------------------------
Accumulated book reserves $ 45.4 47.5
- -------------------------------------------------------------------------------
48
The Company acts as self-insurer with respect to almost all black lung benefits.
Provision is made for estimated benefits based on annual reports prepared by
independent actuaries. Unamortized losses, representing the excess of the
present value of expected future benefits over the accumulated book reserves,
are amortized over the average remaining life expectancy of participants
(approximately 10 years). The U.S. Department of Labor issued new regulations
that are intended to expand entitlement provisions and that may have the effect
of limiting an employer's ability to rebut claims. The new regulation is being
disputed by companies in the coal industry. Due to the dispute and to the
Company's judgment that any additional amounts owed are not estimable, the
Company has not included any additional amounts related to the new regulations
in the actuarial present value of self-insured black lung benefits. Prior to
December 31, 2000, assumptions used in the calculation of the actuarial present
value of black lung benefits were based on actual retirement experience of the
Company's coal employees, black lung claims incidence, actual dependent
information, industry turnover rates, actual medical and legal cost experience
and projected inflation rates. As of December 31, 2000, certain assumptions were
modified to reflect the planned sale of Coal Operations. The amount of expense
incurred for annual black lung benefits was $5.2 million for 2001, $5.3 million
for 2000 and $5.1 million for 1999.
VEBA
The Company has established a Voluntary Employees' Beneficiary Association
("VEBA") which is intended to tax efficiently fund certain retiree medical
liabilities primarily for retired coal miners and their dependents. The VEBA may
receive partial funding from the proceeds of the planned sale of the Company's
coal business as well as other sources over time. The Company contributed $15.0
million to the VEBA in December 1999. As of December 31, 2001, the balance in
the VEBA was $16.6 million and was included in other noncurrent assets.
Note 14
STOCK-BASED COMPENSATION PLANS
The Company has stock and incentive plans related to employees which allow for
stock options, performance unit awards, stock appreciation rights and stock
awards.
Stock Option Plans
The Company grants options under its 1988 Stock Option Plan (the "1988 Plan") to
executives and key employees and under its Non-Employee Directors' Stock Option
Plan (the "Non-Employee Plan") to outside directors, to purchase common stock at
a price not less than the average quoted market value at the date of grant. All
grants under the 1988 Plan made in 2001, 2000 and 1999 have a maximum term of
six years and substantially all of these grants either vest over three years
from the date of grant or vest 100% at the end of the third year. The
Non-Employee Plan options are granted with a maximum term of ten years vesting
in full at the end of six months. There are 1.8 million shares underlying
options for both plans that are authorized, but not yet granted.
As of January 14, 2000, with the elimination of the Company's tracking stock
capital structure, the 1988 Plan and Non-Employee Plan were amended to provide
that all future grants would be made solely in Pittston Common Stock and that
all outstanding options related to BAX Stock and Minerals Stock would be
converted into options to purchase Pittston Common Stock. On January 14, 2000,
options to purchase a total of 2.0 million shares of BAX Stock and 0.6 million
shares of Minerals Stock were converted into options to purchase 1.0 million
shares of Pittston Common Stock.
The table below summarizes the activity in all plans for options of Pittston
Common Stock for 2001, 2000 and 1999.
Aggregate
Exercise
Shares Price
- ------------------------------------------------------------------------------
Pittston Common Stock options:
Outstanding at December 31, 1998 1.9 $ 49.2
Granted 0.4 11.5
Exercised (0.1) (2.4)
Forfeited or expired (0.4) (8.8)
- ------------------------------------------------------------------------------
Outstanding at December 31, 1999 1.8 49.5
BAX Stock options converted in the Exchange 1.0 30.7
Minerals Stock options converted in
the Exchange - 4.5
Granted 1.1 16.1
Exercised (0.1) (0.6)
Forfeited or expired (0.4) (11.4)
- ------------------------------------------------------------------------------
Outstanding at December 31, 2000 3.4 88.8
- ------------------------------------------------------------------------------
Granted 1.2 24.9
Exercised (0.3) (5.0)
Forfeited or expired (0.6) (19.7)
- ------------------------------------------------------------------------------
Outstanding at December 31, 2001 3.7 $ 89.0
- ------------------------------------------------------------------------------
49
The table below summarizes the activity in all plans for options of BAX Stock
and Minerals Stock prior to the Exchange.
Aggregate
Exercise
Shares Price
- ------------------------------------------------------------------------------
BAX Group Stock options:
Outstanding at December 31, 1998 2.1 $ 36.1
Granted 0.5 4.8
Exercised - (0.2)
Forfeited or expired (0.6) (10.0)
- ------------------------------------------------------------------------------
Outstanding at December 31, 1999 2.0 30.7
Converted in the Exchange (2.0) (30.7)
- ------------------------------------------------------------------------------
Outstanding at December 31, 2000 and 2001 - $ -
- ------------------------------------------------------------------------------
Minerals Group Stock options:
Outstanding at December 31, 1998 0.6 $ 8.9
Granted 0.2 0.3
Forfeited or expired (0.2) (4.7)
- ------------------------------------------------------------------------------
Outstanding at December 31, 1999 0.6 4.5
Converted in the Exchange (0.6) (4.5)
- ------------------------------------------------------------------------------
Outstanding at December 31, 2000 and 2001 - $ -
- ------------------------------------------------------------------------------
Options exercisable at the end of 2001, 2000 and 1999 for Pittston Common Stock
were 1.7 million, 1.9 million and 0.9 million, respectively. Options exercisable
at the end of 1999 for BAX Stock were 1.0 million; and for Minerals Stock were
0.3 million.
The following table summarizes information about stock options outstanding as of
December 31, 2001.
Stock Options Stock Options
Outstanding Exercisable
------------------------- -----------------
Weighted
Average
Remaining Weighted Weighted
Contractual Average Average
Range of Life Exercise Exercise
Exercise Prices Shares (Years) Price Shares Price
- ----------------------------------------------------------------------------
Pittston Common Stock
$10.55 to 19.76 1.3 4.5 $ 15.98 0.3 $ 15.69
20.05 to 25.57 1.2 4.6 22.13 0.3 23.79
26.69 to 30.60 0.4 3.8 27.24 0.3 27.35
31.21 to 35.19 0.3 1.5 31.60 0.3 31.60
37.01 to 40.86 0.4 2.2 38.09 0.4 38.09
43.59 to 315.06 0.1 1.6 56.52 0.1 56.52
- ----------------------------------------------------------------------------
Total 3.7 1.7
- ----------------------------------------------------------------------------
Employee Stock Purchase Plan
Under the 1994 Employee Stock Purchase Plan (the "ESPP"), as amended, the
Company is authorized to issue up to 1.0 million shares of Pittston Common Stock
(of which 0.6 million shares had been issued as of December 31, 2001) to its
employees who have at least six months of service, complete minimum annual work
requirements and contribute to the ESPP. Under the terms of the ESPP, employees
may elect each six-month period (beginning January 1 and July 1), to have up to
10 percent of their annual earnings up to an annual limit of $12,750 withheld to
purchase Company common stock. The purchase price of the stock is 85% of the
lower of its beginning-of-the-period or end-of-the-period market price. Under
the ESPP, the Company sold 0.1 million shares of Pittston Common Stock to
employees during each of 2001, 2000 and 1999 and sold 0.1 million shares of BAX
Stock, and 0.2 million shares of Minerals Stock, to employees during 1999.
Pro forma Disclosures
The Company's method of accounting for stock-based compensation plans is
discussed in Note 1. Had compensation costs for the Company's plans been
determined based on the fair value of awards at the grant dates, consistent with
the optional recognition requirement of SFAS No. 123, "Accounting for Stock
Based Compensation," net income and net income per share would approximate the
pro forma amounts indicated below:
(In millions, except Years Ended December 31
per share amounts) 2001 2000 1999 (a)
- -------------------------------------------------------------------------------
Net income (loss) attributed
to common shares
As Reported $ 15.9 (255.8) 52.3
Pro Forma 10.9 (260.2) 47.2
Net income (loss) per common share
Basic, As Reported $ 0.31 (5.11) 1.06
Basic, Pro Forma 0.21 (5.21) 0.96
Diluted, As Reported 0.31 (5.12) 0.70
Diluted, Pro Forma 0.21 (5.21) 0.60
- -------------------------------------------------------------------------------
(a) Pro forma for the Exchange (see Note 20).
Year Ended December 31, 1999
(In millions, except Brink's BAX Minerals
per share amounts) Group Group Group
- -------------------------------------------------------------------------------
Net income (loss) attributed
to common shares
As Reported 84.2 33.2 (65.1)
Pro Forma 81.2 31.3 (65.3)
Net income (loss) per common share
Basic, As Reported 2.16 1.73 (7.33)
Basic, Pro Forma 2.08 1.63 (7.35)
Diluted, As Reported 2.15 1.72 (8.61)
Diluted, Pro Forma 2.07 1.63 (8.63)
- -------------------------------------------------------------------------------
50
The fair value of each stock option grant used to compute pro forma net income
and net income per share disclosures is estimated at the time of the grant using
the Black-Scholes option-pricing model. The weighted-average assumptions used in
the model are as follows:
2001 2000 1999
- -------------------------------------------------------------------------------
Expected dividend yield:
Pittston Common Stock 0.5% 0.4% 0.3%
BAX Stock N/A N/A 1.7%
Minerals Stock N/A N/A 4.3%
Expected volatility:
Pittston Common Stock 38% 31% 32%
BAX Stock N/A N/A 64%
Minerals Stock N/A N/A 44%
Risk-Free interest rate:
Pittston Common Stock 4.8% 6.0% 6.0%
BAX Stock N/A N/A 6.0%
Minerals Stock N/A N/A 6.0%
Expected term (in years):
Pittston Common Stock 4.6 4.5 4.3
BAX Stock N/A N/A 4.4
Minerals Stock N/A N/A 2.8
- -------------------------------------------------------------------------------
Using these assumptions in the Black-Scholes model, the weighted-average fair
value of options granted during 2001, 2000 and 1999 for the Pittston Common
Stock is $9.6 million, $5.5 million and $3.9 million, respectively. The
weighted-average fair value of options granted during 1999 for the BAX Stock is
$2.5 million and for the Minerals Stock is $0.1 million.
Under SFAS No. 123, compensation expense is also recognized for the fair value
of employee stock purchase rights. Because the Company settles its employee
stock purchase rights under the ESPP at the end of each six-month offering
period, the fair value of these purchase rights was calculated using actual
market settlement data. The weighted-average fair value of the stock purchase
rights granted in 2001, 2000 and 1999 was $0.4 million, $0.5 million and $0.2
million for Pittston Common Stock, respectively, and was $0.1 million for BAX
Stock, and less than $0.1 million for Minerals Stock, in 1999.
Note 15
INCOME TAXES
The provision (benefit) for income taxes from continuing operations consists of
the following:
(In millions) U.S. Federal Foreign State Total
- -------------------------------------------------------------------------------
2001:
Current $ 6.7 23.9 3.5 34.1
Deferred 3.3 (5.9) (4.1) (6.7)
- -------------------------------------------------------------------------------
Total $ 10.0 18.0 (0.6) 27.4
- -------------------------------------------------------------------------------
2000:
Current $ 0.6 25.7 3.7 30.0
Deferred (14.2) (8.9) (5.0) (28.1)
- -------------------------------------------------------------------------------
Total $ (13.6) 16.8 (1.3) 1.9
- -------------------------------------------------------------------------------
1999:
Current $ 16.4 28.8 3.5 48.7
Deferred 23.0 (11.7) 1.5 12.8
- -------------------------------------------------------------------------------
Total $ 39.4 17.1 5.0 61.5
- -------------------------------------------------------------------------------
The significant components of the deferred tax expense (benefit) from continuing
operations were as follows:
Years Ended December 31
(In millions) 2001 2000 1999
- -------------------------------------------------------------------------------
Net operating loss carryforwards $ 5.2 (24.1) (7.7)
Alternative minimum tax credits 4.2 (8.2) (2.7)
Change in the valuation allowance
for deferred tax assets 1.3 1.8 1.5
Other deferred tax expense (benefit) (17.4) 2.4 21.7
- -------------------------------------------------------------------------------
Total $ (6.7) (28.1) 12.8
- -------------------------------------------------------------------------------
The tax benefit for compensation expense related to the exercise of certain
employee stock options for tax purposes in excess of compensation expense for
financial reporting purposes is recognized as an adjustment to shareholders'
equity.
51
The components of the net deferred tax asset are as follows:
December 31
(In millions) 2001 2000
- ------------------------------------------------------------------------------
Deferred tax assets:
Accounts receivable $ 11.2 9.6
Postretirement benefits other than pensions 154.8 159.1
Workers' compensation and other claims 41.2 37.8
Other assets and liabilities 121.6 107.5
Estimated loss on coal assets 60.8 49.8
Net operating loss carryforwards 52.0 67.3
Alternative minimum tax credits 40.1 44.3
Deferred revenue 55.4 54.0
Valuation allowance (10.3) (9.0)
- ------------------------------------------------------------------------------
Total deferred tax assets 526.8 520.4
- ------------------------------------------------------------------------------
Deferred tax liabilities:
Property and equipment 99.4 109.9
Prepaid assets 26.4 22.4
Prepaid pension assets 32.4 40.0
Other assets 17.7 13.3
Investments in foreign affiliates 6.0 6.0
Miscellaneous 29.3 34.4
- ------------------------------------------------------------------------------
Total deferred tax liabilities 211.2 226.0
- ------------------------------------------------------------------------------
Net deferred tax asset (a) $ 315.6 294.4
- ------------------------------------------------------------------------------
(a) Deferred tax assets and liabilities related to discontinued operations,
which the Company expects to retain, are reflected in the above table.
The valuation allowance relates to deferred tax assets in certain foreign
jurisdictions. Based on the Company's historical and expected future taxable
earnings, management believes it is more likely than not that the Company will
realize the benefit of the existing deferred tax assets, net of the valuation
allowance, at December 31, 2001.
The following table accounts for the difference between the actual tax provision
from continuing operations and the amounts obtained by applying the statutory
U.S. federal income tax rate of 35% in 2001, 2000 and 1999 to the income (loss)
from continuing operations before income taxes and cumulative effect of change
in accounting principle. As a result of Coal Operations being reported under
discontinued operations, the tax benefits of percentage depletion are no longer
reflected in the effective tax rate of continuing operations.
Years Ended December 31
(In millions) 2001 2000 1999
- -------------------------------------------------------------------------------
Income (loss) from continuing operations
before income taxes and accounting change:
United States $ 3.2 (65.1) 109.2
Foreign 70.0 69.7 60.3
- -------------------------------------------------------------------------------
Total $ 73.2 4.6 169.5
- -------------------------------------------------------------------------------
Tax provision computed at
statutory rate $ 25.6 1.6 59.3
Increases (reductions) in taxes due to:
State income taxes (net of federal
tax benefit) (0.4) (0.8) 3.3
Goodwill amortization 2.1 2.1 2.3
Difference between total taxes on
foreign income and the U.S.
federal statutory rate (1.5) (2.7) (3.7)
Change in the valuation allowance
for deferred tax assets 1.3 1.8 1.5
Miscellaneous 0.3 (0.1) (1.2)
- -------------------------------------------------------------------------------
Actual tax provision from
continuing operations $ 27.4 1.9 61.5
- -------------------------------------------------------------------------------
As of December 31, 2001, the Company has not recorded U.S. deferred income taxes
on $123.9 million of undistributed earnings of its foreign subsidiaries and
equity affiliates. It is expected that these earnings will either be permanently
reinvested in the operations within the respective country or, if repatriated,
will be substantially offset by tax credits. If such earnings were remitted to
the U.S. and no credits were available, additional U.S. tax expense of $43.4
million would be recognized.
The U.S. entities in the Company's continuing and discontinued segments
file a consolidated U.S. federal income tax return.
As of December 31, 2001, the Company had $40.1 million of alternative minimum
tax credits available to offset future U.S. federal income taxes and, under
current tax law, the carryforward period for such credits is unlimited.
52
The tax benefit of net operating loss carryforwards as of December 31, 2001 was
$52.0 million and related to U.S. federal and various state and foreign taxing
jurisdictions. The gross amount of such net operating losses was $246.2 million
as of December 31, 2001. The expiration periods primarily range from 5 years to
an unlimited period.
The Company and its subsidiaries are subject to tax examinations in various U.S.
and foreign jurisdictions. The Company believes that it has adequately provided
for all income tax liabilities and that final resolution of any examinations
will not have a material effect on its financial position or results of
operations.
Note 16
RISK MANAGEMENT
The Company has risk management policies designed to manage, among other things,
its currency, commodity and interest rate risks. The Company's policies are
intended to reduce the effect of short-term market variability on the Company's
results of operation and cash flow.
The Company utilizes various hedging instruments to hedge a portion of its
foreign currency, interest rate, and commodity exposures. The Company does not
use derivative instruments for purposes other than hedging. The risk that
counterparties to such instruments may be unable to perform is minimized by
limiting the counterparties to major financial institutions with investment
grade credit ratings. The Company does not expect any losses due to counterparty
default.
Derivative Financial Instruments and Hedging Activities
Interest Rate Risk Management
The Company's risk management policy requires a balance to be maintained within
certain ranges between fixed and floating rate debt and the Company uses
interest rate swaps to assist in meeting this objective. The Company has
designated its interest rate hedges as cash flow hedges for accounting purposes.
The Company has entered into interest rate swaps with a total notional value at
December 31, 2001 of $90.0 million. These swaps effectively change the variable
cash flows on $90.0 million of the $185.0 million revolving credit facility, to
fixed cash flows. The swaps outstanding at December 31, 2001 fix the interest
rate on $90.0 million of debt at 5.1% including the margin on the revolving
credit facility through October 2002 ($65 million of the swaps continue in
effect through October 2003 and fix the rate in the incremental year at 5.5%
including the margin).
Changes in fair value on interest rate swaps are recorded in other comprehensive
income and subsequently reclassified to interest expense in the same period in
which the interest on the floating-rate debt obligations affects earnings.
During each of the three years ended December 31, 2001, the Company's interest
rate swaps were completely effective as defined under SFAS No. 133 and no
amounts were included in earnings as a result of the interest rate swaps being
ineffective, nor were any amounts excluded from the assessment of effectiveness.
At December 31, 2001, $1.6 million of unrecognized pretax loss was included in
accumulated other comprehensive income and of this amount, $0.9 million is
expected to be recognized in earnings in 2002.
Commodities Risk Management
The Company consumes or sells various commodities in the normal course of its
business and utilizes derivative instruments to minimize the variability in
forecasted cash flows due to price movements in certain of these commodities.
Transactions involving commodities that are the subject of the Company's risk
management policy include:
o purchases of jet fuel for BAX Global's North American fleet
operations; and
o revenues of the Company's gold and natural gas operations.
The Company enters into swap contracts and collars to hedge a portion of its
forecasted jet fuel purchases for use in the BAX Global aircraft operation.
Depending on market conditions, the Company has on occasion charged its
customers a fuel surcharge to offset historically high jet fuel prices. At
December 31, 2001, the outstanding notional amount of hedges for jet fuel
totaled 29 million gallons.
Both the Company and its 45%-owned equity affiliate enter into forward gold
sales contracts to fix the Australian dollar selling price on a portion of
forecasted gold sales. At December 31, 2001, the notional amount of gold under
forward sales contracts was approximately 222,000 ounces, representing
approximately 54% of the gold operations' proven and probable reserves.
The Company enters into swap contracts and collars to hedge a portion of its
forecasted natural gas sales. At December 31, 2001, the outstanding notional
amount of hedges was 1.7 million MMbtu.
53
The Company has designated its commodity hedges as cash flow hedges for
accounting purposes. Effectiveness is assessed based on the total changes in the
estimated present value of cash flows for its jet fuel and natural gas hedges.
The effectiveness of gold hedges is assessed based on changes in the spot rate
of gold and the Australian dollar exchange rate and other changes in expected
cash flows are excluded from the assessment.
For jet fuel, the changes in fair value are recorded in other comprehensive
income and subsequently reclassified to earnings, as a component of costs of
sales, in the same period as the jet fuel is used. For gold and natural gas
contracts, the changes in fair value are recorded in other comprehensive income
and subsequently reclassified to earnings, as a component of revenue, in the
same period as the gold or natural gas is sold.
(In millions, except) Jet Natural
number of months) Fuel Gas Gold
- ----------------------------------------------------------------------------
Ineffective amounts recognized
in 2001 earnings $ (0.1) - -
Amounts excluded in
assessment of effectiveness $ N/A N/A 0.6
Net gain (loss) in other comprehensive
loss at December 31, 2001
expected to be reclassified to
earnings in 2002 $ (1.8) 1.2 (0.3)
Maximum number of months
hedges outstanding 18 15 44
- ----------------------------------------------------------------------------
Foreign Currency Risk Management
The Company is exposed to foreign currency exchange fluctuations due to certain
transactions the Company is a party to. Certain customers are billed for BAX
Global's services in currencies that are different than the functional currency
of the subsidiary that recognizes the sale. Certain transportation costs
incurred by BAX Global's non-U.S. subsidiaries are denominated in currencies
that are different than the subsidiaries' functional currency. The Company's BAX
Global operation has a wholly owned international subsidiary that serves as a
finance coordination center. The subsidiary has the U.S. dollar as its
functional currency, and has intercompany receivables and payables that are not
denominated in U.S. dollars.
The Company utilizes foreign currency forward contracts to minimize the
variability in cash flows due to foreign currency risks. The contracts have not
been designated for accounting purposes as hedges in accordance with SFAS No.
133 and accordingly changes in the fair value of foreign currency forward
contracts are reported in earnings. The Company's foreign currency forward
contracts provide an economic hedge of the risk associated with the changes in
currency rates on the related assets and liabilities.
As of December 31, 2001, the maximum length of time over which the Company is
hedging its exposure to the variability in future cash flows associated with
foreign currency forecasted transactions is six months.
Non-Derivative Financial Instruments
Non-derivative financial instruments, which potentially subject the Company to
concentrations of credit risk, consist principally of cash and cash equivalents
and trade receivables. The Company places its cash and cash equivalents with
high credit quality financial institutions. Also, by policy, the Company limits
the amount of credit exposure to any one financial institution. Concentrations
of credit risk with respect to trade receivables are reduced as a result of the
diversification benefit provided by the large number of customers comprising the
Company's customer base, and their dispersion across many different industries
and geographic areas. Credit limits, ongoing credit evaluation and
account-monitoring procedures are utilized to minimize the risk of loss from
nonperformance on trade receivables.
The carrying amounts of cash and cash equivalents, accounts receivable, accounts
payable and accrued liabilities approximate fair value because of the short-term
nature of these instruments.
The fair value of the Company's variable-rate short-term and long-term debt
approximates the carrying amount. The fair value of the Company's fixed rated
long-term debt is $76.3 million compared to its $75.0 million carrying value.
Fair value is estimated by discounting the future cash flows at rates in effect
at December 31, 2001 for similar debt instruments.
54
Note 17
RESTRUCTURING
Over the course of 2000, the operating performance of BAX Global's Americas
region was negatively impacted by lower than expected demand and higher
transportation, operating and administrative costs relative to that lower
demand. As such, BAX Global evaluated alternatives directed at returning its
Americas operations to profitability, including ways to improve sales
performance and to reduce transportation, operating and administrative expenses.
During the fourth quarter of 2000, BAX Global finalized a restructuring plan
aimed at reducing the capacity and cost of its airlift capabilities in the U.S.
as well as reducing station operating expenses, sales, general and
administrative expense in the Americas and Atlantic regions, including:
o The removal of ten planes from the fleet, nine of which were dedicated to
providing lift capacity in BAX Global's commercial cargo system.
o The closure of nine operating stations and realignment of domestic
operations.
o The reduction of employee-related costs through the elimination of
approximately 300 full-time positions including aircraft crew and station
operating, sales and business unit overhead positions.
In addition, certain Atlantic region operations were streamlined in order to
reduce overhead costs and improve overall performance in that region. The
Atlantic region planned restructuring efforts involved severance costs and
station closing costs in the UK, Denmark, Italy and South Africa. Approximately
50 positions were eliminated, most of which were positions at or above manager
level.
The following is a summary of the 2000 restructuring charges:
Americas Atlantic Total
(In millions) Region Region BAX Global
- ----------------------------------------------------------------------------
Fleet related charges $ 49.7 - 49.7
Severance costs 1.1 1.2 2.3
Station and other closure costs 3.8 1.7 5.5
- ----------------------------------------------------------------------------
Total restructuring charge $ 54.6 2.9 57.5
- ----------------------------------------------------------------------------
Approximately $45.2 million of the restructuring charge was noncash and
approximately $0.3 million of the charge was paid in 2000. The following
analyzes the changes in the remaining liabilities for such costs:
Station
Fleet and
(In millions) Charges Severance Other Total
- ----------------------------------------------------------------------------
December 31, 2000 $ 6.6 2.0 3.4 12.0
Adjustments 0.6 (0.4) (0.4) (0.2)
Payments (5.1) (1.5) (0.9) (7.5)
- ----------------------------------------------------------------------------
December 31, 2001 $ 2.1 0.1 2.1 4.3
- ----------------------------------------------------------------------------
Substantially all severance costs have been paid out. The remaining accrual
primarily includes contractual commitments for aircraft and facilities. The
majority of the remaining accrual for fleet charges is expected to be paid out
by the end of 2002. Approximately $0.5 million of the remaining accrual for
station and other costs is expected to be paid by the end of 2002, with the
balance expected to be paid through the end of 2007.
The Company decreased its accrual for restructuring in 2001 by a net $0.2
million as a result of changes in the estimate of certain liabilities.
Note 18
DISCONTINUED OPERATIONS
In December 1999, the Company announced its intention to exit the coal business
through the sale of the Company's coal mining operations and reserves. The
Company formalized its plan in December 2000 to dispose of those operations.
Accordingly, Coal Operations were reported as discontinued operations of the
Company as of December 31, 2000. No interest expense has been allocated to
discontinued operations.
The Company's plan of disposal includes the sale of all of its active and idle
coal mining operations (including 24 company or contractor operated mines and 5
active plants) and reserves, primarily in West Virginia, Virginia and
55
Kentucky as well as other assets which support those operations. The Company is
also planning to dispose of its partnership interest in Dominion Terminal
Associates ("DTA"), a coal port facility in Newport News, Virginia (see Note
19).
The Company originally anticipated disposing of these properties and support
operations by December 31, 2001. Although the Company has been actively engaged
in the implementation of its plan of disposal, due to various factors, the first
sale of a portion of its coal properties was not completed until early 2002. At
that time, the Company concluded a portion of the plan through the sale of
certain properties in West Virginia. The Company currently expects to complete
the sale or shutdown of operations during 2002.
The assets to be disposed of primarily include inventory, the Company's
partnership interest in DTA and property, plant and equipment, and it is
expected that certain liabilities, primarily reclamation costs related to active
properties will be assumed by the purchasers. Total proceeds from the sale of
Coal Operations, which include cash, the present value of future minimum
royalties to be received and liabilities to be transferred, are expected to
exceed $100 million.
Based on developments in the fourth quarter of 2001 and the annual reevaluation
of certain benefit plans, the Company revised its estimates of operating
performance from the measurement date to the expected date of disposal, inactive
employee liability charges, the value of certain benefit plans, and changes in
assets and liabilities, and as a result, increased its expected pretax loss on
the disposal by $54.3 million ($29.2 million after-tax), as detailed below.
Losses included in discontinued operations in the Company's Consolidated
Statements of Operation were as follows:
Years Ended December 31
(In millions) 2001 2000 1999
- ----------------------------------------------------------------------------
Pretax loss from the operations of the
discontinued segment $ - (32.4) (122.0)
Income tax benefit - (14.2) (48.7)
- ----------------------------------------------------------------------------
Loss from the operations of the
discontinued segment, after-tax - (18.2) (73.3)
- ----------------------------------------------------------------------------
Estimated operating losses during the
disposal period (22.2) (45.0) -
Health Benefit Act liabilities and
curtailment of benefit plans
(see Note 13) (8.0) (163.3) -
Estimated loss on the disposal (24.1) (85.9) -
- ----------------------------------------------------------------------------
Estimated pretax loss on the disposal of
the discontinued segment (54.3) (294.2) -
Income tax benefit (25.1) (105.1) -
- ----------------------------------------------------------------------------
Estimated loss on the disposal of the
discontinued segment, after-tax (29.2) (189.1) -
- ----------------------------------------------------------------------------
Loss from discontinued
operations $ (29.2) (207.3) (73.3)
- ----------------------------------------------------------------------------
Pretax losses from discontinued operations for 1999 amounting to $122.0 million
included a charge of $82.3 million related to the impairment of long-lived
assets and a joint venture interest as well as other mine closure costs,
substantially all of which were noncash. Income tax benefits attributable to the
losses from discontinued operations include the benefits of percentage depletion
generated from the active operations.
During the fourth quarter of 2001, the Company recorded $22.2 million of
estimated operating losses that are expected to be incurred through the expected
end of the disposal period. This charge reflects projected operating performance
of the discontinued operations during the extension of the expected period of
disposal, including an estimated $41.8 million of 2002 inactive employee costs,
56
and is net of adjustments to the estimated operating losses for 2001 of $45.0
million which were recorded in the prior year. Such adjustments included a
refund of $23.4 million (including interest) of Federal Black Lung Excise Tax
("FBLET") received during the fourth quarter of 2001 and an accrual of $9.5
million for litigation settlements that are expected to be paid during early
2002.
In 2000, the Company recorded a $161.7 million obligation under the Health
Benefit Act, which represents the actuarially determined undiscounted liability
for such obligations (discussed in detail below). During 2001, the Company
recorded an additional charge of $8.0 million to reflect the current actuarially
determined undiscounted liability for obligations under the Health Benefit Act.
During 2000, the Company also recorded a net curtailment loss of $1.6 million,
comprising a $6.0 million net curtailment loss on the Company's medical benefit
plans and a $4.4 million net curtailment gain on the Company's pension plans.
A charge of $24.1 million was recorded in the fourth quarter of 2001 to record a
revaluation of the estimated loss on the disposition of the Coal Operations.
This additional net expense reflects changes in the expected proceeds to be
received and changes in the expected values of assets and liabilities through
the anticipated dates of sale or shutdown. It also includes the recording of a
multi-employer pension plan withdrawal liability of $8.2 million associated with
its planned exit from the coal business. The estimate is based on the most
recent actuarial estimate of liability for a withdrawal occurring in the plan
year ending June 30, 2002. The ultimate withdrawal liability, if any, is subject
to several factors, including funding and benefit levels of the plans and the
ultimate timing and form of the sale transactions. Accordingly, the actual
amount of this liability could change materially.
Estimates regarding losses on the sale of Coal Operations and losses during the
sale period are subject to known and unknown risks, uncertainties and
contingencies which could cause actual results 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, demand and competitive factors in the
coal industry, the impact of delays in the issuance or the nonissuance of
mining permits, the timing of and consideration received for the sale of the
coal assets, costs associated with shutting down those operations that are not
sold, funding and benefit level of the multi-employer pension plans, geological
conditions and variations in the spot prices of coal.
On February 10, 1999, the U.S. District Court of the Eastern District of
Virginia entered a final judgment in favor of certain of the Company's
subsidiaries, ruling that the FBLET is unconstitutional as applied to export
coal sales. A total of $0.8 million (including interest) was refunded in 1999
for the FBLET that those companies paid for the first quarter of 1997. The
Company sought refunds of the FBLET it paid on export coal sales for all open
statutory periods and received refunds of $23.4 million (including interest)
during the fourth quarter of 2001. The Company continues to pursue the refund of
other FBLET payments. Due to uncertainty as to the ultimate additional future
amounts to be received, if any, which could amount to as much as $20 million
(before interest and applicable income taxes), as well as the timing of any
additional FBLET refunds, the Company has not currently recorded receivables for
such additional FBLET refunds in its estimate of operating losses to be incurred
during the disposal period.
Certain assets and liabilities are expected to be retained by the Company,
including net working capital and other assets (excluding inventory), certain
parcels of land, income and non-income tax assets and liabilities, certain
inactive employee liabilities primarily for postretirement medical benefits,
workers' compensation and black lung obligations and reclamation related
liabilities associated with certain closed coal mining sites in Virginia, West
Virginia and Kentucky. In addition, the Company expects to continue to be liable
for other contingencies, including its unconditional guarantee of the payment of
the principal and premium, if any, on coal terminal revenue refunding bonds
(principal amount of $43.2 million) (see Note 19).
The Company participates in the United Mine Workers of America ("UMWA") 1950 and
1974 pension plans at defined contribution rates. Under these plans, expense
included in discontinued operations in each of 2001, 2000 and 1999 was less than
$0.1 million.
57
The following is a summary as of December 31, 2001 of the carrying value of
assets and liabilities that the Company expects to retain:
(In millions) December 31, 2001
- ------------------------------------------------------------------------------
Assets:
Net working capital and other assets $ 20.5
Property and equipment, net 5.6
Net deferred tax assets (Note 15) 244.4
Liabilities:
Inactive workers' compensation 33.5
Black lung obligations (Note 13) 45.4
Company-sponsored retiree medical (Note 13) 266.6
Health Benefit Act (Note 13) 159.9
Reclamation liabilities for inactive properties 24.7
DTA 43.2
Other liabilities 17.9
- ------------------------------------------------------------------------------
As of December 31, 2001, aggregate future minimum operating lease payments for
discontinued operations were: 2002 - $11.2 million, 2003 - $4.5 million and 2004
- - $1.1 million. The Company expects the majority of its operating lease
commitments related to discontinued operations to be assumed by purchasers of
the various operations.
Inasmuch as estimated operating losses since the measurement date for the
discontinued operations are recorded as part of the estimated loss on the
disposal of the discontinued segment, actual operating results of operations
during the disposal period are not included in Consolidated Statements of
Operations. The following table shows selected financial information for Coal
Operations during 2001, as compared to amounts recognized as part of the loss
from discontinued operations in 2000 and amounts reported within Consolidated
Statements of Operations in 1999.
Years Ended December 31
(In millions) 2001 2000 1999
- ----------------------------------------------------------------------------
Sales $ 384.0 401.0 436.7
Operating loss before
inactive employee costs (3.0) (7.0) (89.0)
Inactive employee costs (28.7) (30.0) (35.0)
- ----------------------------------------------------------------------------
Operating loss (31.7) (37.0) (124.0)
Loss before income taxes (29.5) (32.4) (122.0)
- ----------------------------------------------------------------------------
Unaudited quarterly financial information for the discontinued coal operations
operating results shown above is as follows:
(In millions) 1st 2nd 3rd 4th
- ----------------------------------------------------------------------------
2001 Quarters:
Sales $ 98.2 101.9 99.3 84.6
Operating profit (loss) before
inactive employee costs (4.9) (2.5) (1.1) 5.5
Inactive employee costs (6.5) (6.4) (6.7) (9.1)
- ----------------------------------------------------------------------------
Operating loss (11.4) (8.9) (7.8) (3.6)
Loss before income taxes (10.8) (8.3) (7.3) (3.1)
- ----------------------------------------------------------------------------
2000 Quarters:
Sales $ 98.2 92.8 106.3 103.7
Operating profit (loss) before
inactive employee costs (3.0) (3.5) 0.2 (0.7)
Inactive employee costs (8.2) (7.3) (7.3) (7.2)
- ----------------------------------------------------------------------------
Operating loss (11.2) (10.8) (7.1) (7.9)
Loss before income taxes (8.5) (10.2) (6.4) (7.3)
- ----------------------------------------------------------------------------
Note 19
COMMITMENTS AND CONTINGENCIES
The Company owns a 32.5% interest in Dominion Terminal Associates ("DTA"), a
partnership with three other coal companies, that operates a leased coal port
terminal in Newport News, Virginia (the "Terminal"). The Company plans to sell
its ownership interest in DTA as part of its disposition of Coal Operations.
The Terminal has an annual throughput capacity of 22.0 million tons of coal,
with a ground storage capacity of approximately 2.0 million tons. The Company
has the right to use 32.5% of the throughput and storage capacity of the
Terminal. The Company pays its share of throughput and
58
storage charges based on allocations determined by DTA. Most of DTA's operating
costs are fixed in nature and the Company will continue to be obligated to pay
its share of interest and operating costs in the future until it sells its
interest in DTA.
The Peninsula Ports Authority of Virginia (the "Authority") owns the Terminal
and has leased it to DTA until 2020. To finance the facilities, the Authority
issued bonds bearing a fixed annual interest rate of 7.375%, of which $43.2
million have been guaranteed by the Company. The bonds may be redeemed at 102%
of fair value beginning June 2002. DTA may purchase the Terminal for one dollar
at the end of the lease term. The obligations of the partners are several, and
not joint.
Company payments for operating and interest costs aggregated $6.1 million in
2001 and $5.7 million in each of 2000 and 1999, which amounts are included in
discontinued operations. The Company has accrued for its $43.2 million
commitment to DTA, which amount is included in other noncurrent liabilities.
Environmental Remediation
In April 1990, the Company entered into a settlement agreement to resolve
certain environmental claims against the Company arising from hydrocarbon
contamination at a petroleum terminal facility ("Tankport") in Jersey City, New
Jersey, which facility was sold in 1983. Under the settlement agreement, the
Company is obligated to pay 80% of the hydrocarbon remediation costs. The
Company is in the process of remediating the site under an approved plan. The
Company estimates its portion of the actual remaining clean-up and operational
and maintenance costs, on an undiscounted basis, to be between $3.8 and $8.1
million. Management is unable to determine that any amount within that range is
a better estimate due to a variety of uncertainties which include unforeseen
circumstances existing at the site, changes in the regulatory standards under
which the clean-up is being conducted, and additional costs due to inflation.
The estimate of costs and the timing of payments could change significantly
based upon any one of the uncertainties described immediately above.
Taking into account the proceeds from a previous settlement with its insurers of
claims relating to this matter, it is the Company's belief that the ultimate
amount for which it will be liable resulting from the remediation of the
Tankport site will not have a material adverse impact on the Company's financial
position.
Note 20
1999 EXCHANGE OF TRACKING STOCK FOR COMMON STOCK
On December 6, 1999, the Company announced that its Board of Directors (the
"Board") had approved the elimination of the tracking stock capital structure by
an exchange of all outstanding shares of Minerals Stock and BAX Stock for shares
of Brink's Stock (the "Exchange"). The Exchange took place on January 14, 2000
(the "Exchange Date"), on which date, holders of Minerals Stock received 0.0817
share of Brink's Stock for each share of their Minerals Stock; and holders of
BAX Stock received 0.4848 share of Brink's Stock for each share of their BAX
Stock based on the shareholder approved formula and calculated as follows:
Brink's BAX Minerals
(Per share prices) Stock Stock Stock
- ------------------------------------------------------------------------------
Ten day average price (a) $ 18.92 $ 7.98 $ 1.34
Exchange factor 1.00 1.15 1.15
- ------------------------------------------------------------------------------
Fair Market Value, as
defined (a) $ 18.92 $ 9.17 $ 1.54
Exchange ratio N/A 0.4848 0.0817
- ------------------------------------------------------------------------------
Closing prices:
December 3, 1999 $ 18.375 $ 10.0625 $ 1.125
December 6, 1999 21.500 10.1250 1.625
- ------------------------------------------------------------------------------
(a) The "Fair Market Value" of each class of common stock was determined by
taking the average closing price of that class of common stock for the 10
trading days beginning 30 business days prior to the first public announcement
of the exchange proposal. Since the first public announcement was made on
December 6, 1999, the average closing price was calculated during the 10 trading
days beginning October 22, 1999 and ended November 4, 1999.
From and after the Exchange Date, Brink's Stock is the only outstanding class of
common stock of the Company and continues to trade on the New York Stock
Exchange under the symbol "PZB." Prior to the Exchange Date, Brink's Stock
reflected the performance of the Brink's Group only; after the Exchange Date,
Brink's Stock reflects the performance of the Company as a whole. Shares of
Brink's Stock after the Exchange are hereinafter referred to as "Pittston Common
Stock."
As a result of the Exchange on January 14, 2000, the Company issued 10.9 million
shares of Pittston Common Stock, which consists of 9.5 million shares of
Pittston
59
Common Stock equal to 100% of the Fair Market Value, as defined, of all BAX
Stock and Minerals Stock and 1.4 million shares of Pittston Common Stock equal
to the additional 15% of the Fair Market Value of BAX Stock and Minerals Stock
exchanged pursuant to the above-described formula. Of the 10.9 million shares
issued, 10.2 million shares were issued to holders of BAX Stock and Minerals
Stock and 0.7 million shares were issued to The Pittston Company Employee
Benefits Trust.
Shares issued to holders of BAX Stock and Minerals Stock (excluding those shares
issued to the Trust) were distributed as follows:
(In thousands except Holders of Holders of
per share prices) BAX Stock Minerals Stock
- -------------------------------------------------------------------------------
Shares outstanding on
January 13, 2000 19,475 9,273
Brink's Stock issued pursuant to the Exchange:
Based on 100% of Fair Market Value 8,207 657
Based on 15% of Fair Market Value 1,233 99
- -------------------------------------------------------------------------------
Total shares issued on January 14, 2000 9,440 756
Brink's Stock closing price per share -
December 3, 1999 $ 18.375 18.375
- -------------------------------------------------------------------------------
Value as of December 3, 1999
of Brink's Stock issued
pursuant to the Exchange $ 173,460 13,892
- -------------------------------------------------------------------------------
As set forth in the Company's Articles of Incorporation approved by the
shareholders, in the event of a dissolution, liquidation or winding up of the
Company, holders of Brink's Stock, BAX Stock and Minerals Stock would have
shared on a per share basis, the funds, if any, remaining for distribution to
the common shareholders. In the case of Minerals Stock, such percentage had been
set, using a nominal number of shares of Minerals Stock of 4.2 million (the
"Nominal Shares") in excess of the actual number of shares of Minerals Stock
outstanding. The liquidation percentages were subject to adjustment in
proportion to the relative change in the total number of shares of Brink's
Stock, BAX Stock and Minerals Stock, as the case may be, then outstanding to the
total number of shares of all other classes of common stock then outstanding
(which totals, in the case of Minerals Stock, shall include the Nominal Shares).
As of December 3, 1999, such liquidation percentages would have been
approximately 54%, 27% and 19% for holders of Brink's Stock, BAX Stock and
Minerals Stock, respectively. Including the additional shares issued pursuant
to the Exchange, the liquidation percentages for former holders of Brink's
Stock, BAX Stock and Minerals Stock, respectively, as of January 14, 2000
would have been approximately 79%, 19% and 2%.
Upon completion of the Exchange on January 14, 2000, there were 49.5 million
issued and outstanding shares of Pittston Common Stock for use in the
calculation of net income per common share.
Note 21
SELECTED QUARTERLY FINANCIAL DATA
(UNAUDITED)
Tabulated below are certain data for each quarter of 2001 and 2000.
(In millions, except
per share amounts) 1st 2nd 3rd 4th
- ----------------------------------------------------------------------------
2001 Quarters:
Revenues $ 908.3 884.5 884.3 947.1
Operating profit 25.4 16.5 20.5 48.2
Income from continuing
operations 8.7 3.8 9.2 24.1
Loss from discontinued
operations (a) - - - (29.2)
- ----------------------------------------------------------------------------
Net income (loss) $ 8.7 3.8 9.2 (5.1)
- ----------------------------------------------------------------------------
Net income (loss) per common share:
- ----------------------------------------------------------------------------
Basic:
Continuing operations $ 0.17 0.07 0.17 0.46
Discontinued operations - - - (0.56)
- ----------------------------------------------------------------------------
Basic $ 0.17 0.07 0.17 (0.10)
- ----------------------------------------------------------------------------
Diluted:
Continuing operations $ 0.17 0.07 0.17 0.46
Discontinued operations - - - (0.56)
- ----------------------------------------------------------------------------
Diluted $ 0.17 0.07 0.17 (0.10)
- ----------------------------------------------------------------------------
Dividends declared per
common share $ 0.025 0.025 0.025 0.025
Stock prices:
High $ 22.44 25.31 23.15 22.90
Low 17.86 19.35 15.75 17.20
- ----------------------------------------------------------------------------
60
1st 2nd 3rd 4th
- ----------------------------------------------------------------------------
2000 Quarters:
Revenues $ 929.8 948.2 960.9 995.2
Operating profit (loss) 32.3 18.2 30.0 (32.8)
Income (loss) from continuing
operations before cumulative
change in accounting
principle (b) 14.5 4.8 10.7 (27.3)
Loss from discontinued
operations (a) (4.5) (6.4) (3.3) (193.1)
Cumulative effect of change
in accounting principle (c) (52.0) - - -
- ----------------------------------------------------------------------------
Net income (loss) (a), (b), (c) $ (42.0) (1.6) 7.4 (220.4)
- ----------------------------------------------------------------------------
Net income (loss) per common share (a), (b), (c):
- ----------------------------------------------------------------------------
Basic:
Continuing operations $ 0.29 0.09 0.24 (0.55)
Discontinued operations (0.09) (0.13) (0.06) (3.83)
Cumulative effect of change
in accounting principle (1.05) - - -
- ----------------------------------------------------------------------------
Basic $ (0.85) (0.04) 0.18 (4.38)
- ----------------------------------------------------------------------------
Diluted:
Continuing operations $ 0.29 0.09 0.21 (0.55)
Discontinued operations (0.09) (0.13) (0.06) (3.83)
Cumulative effect of change
in accounting principle (1.05) - - -
- ----------------------------------------------------------------------------
Diluted $ (0.85) (0.04) 0.15 (4.38)
- ----------------------------------------------------------------------------
Dividends declared per
common share $ 0.025 0.025 0.025 0.025
Stock prices (d):
High $ 22.00 17.13 17.50 21.00
Low 15.00 13.44 10.69 13.75
- ----------------------------------------------------------------------------
(a) In the fourth quarter of 2001, the Company revised its estimate and
increased its expected after-tax loss on the disposal of its Coal Operations by
$29.2 million ($0.56 per diluted share). The loss from discontinued operations
for the fourth quarter of 2000 included an estimated after-tax loss of $189.1
million ($3.75 per diluted share). (Note 18)
(b) The fourth quarter of 2000 includes a restructuring charge of $57.5 million
($35.7 million after-tax or $0.71 per diluted share) to record the writedown of
assets and accrual of costs associated with a restructuring plan at BAX Global
(Note 17).
(c) The first quarter of 2000 includes an after-tax charge of $52.0 million
($1.05 per diluted share) to record the cumulative effect on years prior to 2000
of implementing SAB No. 101 and a related interpretation at BHS.
(d) High and low market price in the first quarter of 2000 represents the high
and low of Pittston Stock which began trading on January 14, 2000.
Pittston Brink's Group Common Stock is the only outstanding class of common
stock of the Company and trades on the New York Stock Exchange as "PZB." As of
March 1, 2002, there were approximately 4,000 shareholders of record of
Pittston Common Stock.
61
SELECTED FINANCIAL DATA
- --------------------------------------------------------------------------------
Five Years in Review
(In millions, except per share amounts) 2001 2000 1999 1998 1997
- ------------------------------------------------------------------------------------------------
Revenues and Income (a):
Revenues $ 3,624.2 3,834.1 3,709.7 3,251.6 2,790.3
Income from continuing operations before
cumulative effect of change in accounting
principle (b) 45.8 2.7 108.0 61.2 99.1
Income (loss) from discontinued operations (i) (29.2) (207.3) (73.3) 4.9 11.1
Cumulative effect of change in accounting
principle (b) - (52.0) - - -
- ------------------------------------------------------------------------------------------------
Net income (loss) 16.6 (256.6 ) 34.7 66.1 110.2
- ------------------------------------------------------------------------------------------------
Financial Position (a), (h):
Net property and equipment $ 915.5 925.8 930.4 849.9 647.6
Total assets 2,394.0 2,478.7 2,459.7 2,331.1 1,995.9
Long-term debt, less current maturities 257.4 313.6 395.1 323.3 191.8
Shareholders' equity 476.1 475.8 749.6 736.0 685.6
- ------------------------------------------------------------------------------------------------
Per Pittston Common Share (a), (c), (f), (g), (k):
Basic, net income (loss):
Continuing operations $ 0.88 0.07 2.55 1.18 1.98
Discontinued operations (0.57) (4.14) (1.49) 0.10 0.23
Cumulative effect of change in accounting
principle (b) - (1.04) - - -
- ------------------------------------------------------------------------------------------------
Total basic 0.31 (5.11) 1.06 1.28 2.21
Diluted, net income (loss):
Continuing operations $ 0.88 0.05 2.19 1.17 1.94
Discontinued operations (0.57) (4.13) (1.49) 0.10 0.23
Cumulative effect of change in accounting
principle (b) - (1.04) - - -
- ------------------------------------------------------------------------------------------------
Total diluted 0.31 (5.12) 0.70 1.27 2.17
Cash dividends $ 0.10 0.10 N/A N/A N/A
Book value (a), (d) $ 9.23 9.22 14.86 13.98 13.01
- ------------------------------------------------------------------------------------------------
Pro Forma Per Common Share (j):
Basic, net income (loss):
Continuing operations N/A $ 0.07 2.46 1.04 1.76
Discontinued operations N/A (4.14) (1.49) 0.10 0.23
- ------------------------------------------------------------------------------------------------
Total basic, pro forma N/A (4.07) 0.97 1.14 1.99
Diluted, net income (loss):
Continuing operations N/A 0.05 2.09 1.03 1.73
Discontinued operations N/A (4.13) (1.49) 0.10 0.23
- ------------------------------------------------------------------------------------------------
Total diluted, pro forma N/A (4.08) 0.60 1.13 1.96
- ------------------------------------------------------------------------------------------------
Weighted Average Common Shares Outstanding (c), (f), (k):
Pittston basic (g) 51.2 50.1 49.1 48.8 48.4
Pittston diluted (g) 51.4 50.1 49.3 49.3 49.1
Pittston Brink's Group basic N/A N/A 39.1 38.7 38.3
Pittston Brink's Group diluted N/A N/A 39.2 39.2 38.8
Pittston BAX Group basic N/A N/A 19.2 19.3 19.4
Pittston BAX Group diluted N/A N/A 19.3 19.3 20.0
Pittston Minerals Group basic N/A N/A 8.9 8.3 8.1
Pittston Minerals Group diluted N/A N/A 9.6 8.3 8.1
- ------------------------------------------------------------------------------------------------
Common Shares Outstanding (c), (f), (k):
Pittston Common 54.3 51.8 N/A N/A N/A
Pittston Brink's Group N/A N/A 40.9 40.9 41.1
Pittston BAX Group N/A N/A 20.8 20.8 20.4
Pittston Minerals Group N/A N/A 10.1 9.2 8.4
- ------------------------------------------------------------------------------------------------
Per Pittston Brink's Group Common Share (c), (j), (k):
Basic net income N/A N/A $ 2.16 2.04 1.92
Diluted net income N/A N/A 2.15 2.02 1.90
Pro forma basic N/A N/A 2.03 1.87 1.65
Pro forma diluted N/A N/A 2.03 1.85 1.63
Cash dividends N/A N/A 0.10 0.10 0.10
Book value (d) N/A N/A 13.66 11.87 9.91
- ------------------------------------------------------------------------------------------------
62
SELECTED FINANCIAL DATA (CONTINUED)
- --------------------------------------------------------------------------------
Five Years in Review
(In millions, except per share amounts) 2001 2000 1999 1998 1997
- ------------------------------------------------------------------------------------------------
Per Pittston BAX Group Common Share (c), (k):
Basic net income (loss) N/A N/A $ 1.73 (0.68) 1.66
Diluted net income (loss) N/A N/A 1.72 (0.68) 1.62
Cash dividends N/A N/A 0.24 0.24 0.24
Book value (d) N/A N/A 17.38 15.83 16.59
- ------------------------------------------------------------------------------------------------
Per Pittston Minerals Group Common Share (c), (g), (k):
Basic net income (loss):
Continuing operations N/A N/A $ 0.93 (1.01) (1.28)
Discontinued operations N/A N/A (8.26) 0.59 1.37
- ------------------------------------------------------------------------------------------------
Total basic (7.33) (0.42) 0.09
Diluted net income (loss):
Continuing operations N/A N/A $(0.98) (1.01) (1.28)
Discontinued operations N/A N/A (7.63) 0.59 1.37
- ------------------------------------------------------------------------------------------------
Total diluted (8.61) (0.42) 0.09
Cash dividends (e) N/A N/A $ 0.025 0.24 0.65
Book value (d) N/A N/A $(15.06) (9.50) (8.94)
- ------------------------------------------------------------------------------------------------
(a) See Management's Discussion and Analysis for a discussion of discontinued
operations and a 2000 discussion of BHS' accounting change and BAX Global's
restructuring charges.
(b) The Company's results for 2000 include a noncash after-tax charge of $52.0
million or $1.04 per diluted share to reflect the cumulative effect of a change
in accounting principle pursuant to guidance issued in Staff Accounting Bulletin
No. 101, "Revenue Recognition in Financial Statements," by the Securities and
Exchange Commission in December 1999 and a related interpretation issued in
October 2000. The change decreased revenue and operating profit for 2000 by $6.4
million and $2.3 million, respectively (Note 1).
(c) Shares outstanding at the end of the period include shares outstanding under
the Company's Employee Benefits Trust. For the Pittston Common stock, such
shares totaled 2.7 million and 1.3 million shares in 2001 and 2000, respectively
and pro forma shares of 2.3 million, 3.0 million and 3.2 million at December 31,
1999, 1998 and 1997, respectively. For the Pittston Brink's Group, such shares
totaled 1.6 million shares, 2.1 million shares and 2.7 million shares at
December 31, 1999, 1998 and 1997, respectively. For the Pittston BAX Group, such
shares totaled 1.4 million shares, 1.9 million shares and 0.9 million shares at
December 31, 1999, 1998 and 1997, respectively. For the Pittston Minerals Group,
such shares totaled 0.8 million shares, 0.8 million shares and 0.2 million
shares at December 31, 1999, 1998 and 1997, respectively. Weighted average
shares outstanding do not include these shares.
(d) Calculated based on shareholders' equity, excluding amounts attributable to
preferred stock, and on the number of shares outstanding at the end of the
period excluding shares outstanding under the Company's Employee Benefits Trust.
(e) Cash dividends per share for 1999 reflect a per share dividend of $0.025
declared in the first quarter (based on an annual rate of $0.10 per share) and
no dividends declared in each of the following quarters.
(f) See Notes 1, 3 and 4 to the Consolidated Financial Statements for a
discussion of the calculation of pro forma share and earnings per share amounts
for years 1997 through 1999, which reflect the elimination of the Company's
tracking stock capital structure in January 2000.
(g) See Note 4 to the Consolidated Financial Statements for the 1999 impact of
the repurchase of the Company's Series C Cumulative Preferred Stock on Minerals
Group and Pittston pro forma share and net income (loss) per share calculations.
(h) Includes discontinued operations (Note 18).
(i) The year ended December 31, 2000 includes an estimated after-tax loss on
disposal of $189.1 million ($294.2 million pretax). For the year ended December
31, 2001, the Company revised its estimate and increased its expected after-tax
loss by $29.2 million ($54.3 million pretax). The year ended December 31, 1999
includes an impairment charge of $53.5 million ($82.3 million pretax). See Note
18.
(j) The pro forma net income per share amounts prior to 2000 have been adjusted
to show the effect of the change in accounting for nonrefundable installation
revenue and related direct subscriber acquisition costs at BHS. The accounting
change was made pursuant to Staff Accounting Bulletin No. 101, issued by the
Securities and Exchange Commission in December 1999, and a related
interpretation issued in October 2000 (Note 1). It was effective as of January
1, 2000.
(k) Prior to January 14, 2000, the Company was comprised of three separate
groups - Pittston Brink's Group, Pittston BAX Group, and Pittston Minerals
Group. The Pittston Brink's Group included the Brink's and BHS operations of the
Company. The Pittston BAX Group included the BAX Global operations of the
Company. The Pittston Minerals Group included the Pittston Coal Company
("Pittston Coal") and Mineral Ventures operations of the Company. Also, prior to
January 14, 2000, the Company had 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 Brink's Group, the BAX Group and the Minerals Group,
respectively. On December 6, 1999, the Company announced that its Board of
Directors (the "Board") approved the elimination of the tracking stock capital
structure by an exchange of all outstanding shares of Minerals Stock and BAX
Stock for shares of Brink's Stock (the "Exchange"). The Exchange took place on
January 14, 2000 (the "Exchange Date").
63
SUBSIDIARIES OF THE PITTSTON COMPANY
AS OF DECEMBER 31, 2001
(Percentage of Voting Securities 100% unless otherwise noted)
Jurisdiction
Company of Incorporation
- ------- ----------------
The Pittston Company (Delaware) Delaware
Glen Allen Development, Inc. Delaware
Pittston Services Group, Inc. Virginia
Brink's Holding Company Virginia
Brink's Home Security, Inc. Delaware
Brink's Guarding Services, Inc. Delaware
Brink's Home Security Canada Limited Canada
Brink's, Incorporated Delaware
Brellis Partners, L.P. (50% Partnership) Virginia
Brink's Antigua Ltd. (47%) Antigua
Brink's Express Company Illinois
Brink's (Liberia) Inc. Liberia
Brink's Security International, Inc. Delaware
Brink's Brokerage Company, Inc. Delaware
Brink's C.l.S., Inc. Delaware
Brink's Diamond and Jewelry Services, Inc. Delaware
Brink's Global Services, Inc. Delaware
Brink's Global Services KL, Inc. Delaware
Brink's International Management Group, Inc. Delaware
Brink's Network, Incorporated Delaware
Brink's Vietnam, Inc. Delaware
Brink's Philippines, Inc. Delaware
Brink's Argentina S.A. Argentina
Brink's Asia Pacific Ltd. Hong Kong
Brink's Asia Pacific Pty Ltd. Australia
Brink's Australia Pty. Limited Australia
Brink's Diamond & Jewelry Services, N.V. Belgium
Brink's-Ziegler S.A. Belgium
Cavalier Insurance Company, Ltd. Bermuda
Brink's Bolivia S.A. Bolivia
Transpar - Brink's ATM Ltda. Brazil
Brink's Valores Agregados Ltda. Brazil
Brinks Seguranca e Transporte de Valores Ltda. Brazil
TGV Transportadora de Valores e Vigilancia Ltda. Brazil
BVA-Brink's Valores Agregados Ltda. Brazil
Brink's Canada Limited Canada
Brink's Security Company, Limited Canada
Brink's Chile S.A. (73.95%) Chile
Brink's de Colombia, S.A. (58%) Colombia
Domesa de Colombia S.A. (69.99%) Colombia
Brink's Global Services FZE Dubai
Brink's France (99.98%) France
Brink's Antilles Guyanne, SARL (nominal interest Guadeloupe
held by Brink's Evolution)
Jurisdiction
Company of Incorporation
- ------- ----------------
Brink's Controle Securite, SARL (nominal interest France
held by Brink's Evolution)
Brink's Controle Securite Reunion, SARL (nominal Reunion
interest held by Brink's Evolution)
Brink's Evolution, SARL (nominal interest held by France
Brink's Guard)
Brink's Formation, SARL (nominal interest France
held by Brink's Evolution)
Brink's Guard, SARL (nominal interest France
held by Brink's Evolution)
Brink's Services SARL (nominal interest Guadeloupe
held by Brink's Evolution)
Brink's Martinique, SARL (nominal interest Martinique
held by Brink's Evolution)
Brink's Maroc (65%) Morocco
Brink's Protection Privee France
Brink's Reunion, SARL (nominal interest Reunion
held by Brink's Evolution)
Brink's Recherche et Development (Paris) France
Protecval SARL France
O.T.G.S. S.A. France
Brink's Beteiligungsgesellschaft mbH Germany
Brink's Verwaltungsgesellschaft mbH Germany
Brink's - Deutscheland GMBH (BBmbH 99.99%,
BVmbH .01%) Germany
Brink's Sicherheit GmbH Germany
Security Consulting & Services GmbH Germany
Brink's Far East Limited (99.9% Bl.1%) Hong Kong
Brink's-Hong Kong Limited (90%) Hong Kong
Brink's Arya India Private Ltd. (40%) India
Brink's Allied Ltd. (50%) Ireland
Brink's Ireland Ltd. Ireland
Allied Couriers Ltd. Ireland
Brink's Israel, Ltd. (70%) Israel
Courier Services, Ltd. (99.9%) Israel
Brink's Diamond & Jewelery Services (International)
(1993) Ltd. (99.9% Bl.1%) Israel
Brink's Global Services, S.r.l.(99.9% Bl.1%) Italy
Brink's Japan Limited (81%) Japan
Brink's Global Services Korea Ltd. (80%) Korea
Brink's-Ziegler Luxemborg (100%) Luxemborg
Brink's Global Services, S.A. de C.V. Mexico
Brink's Nederland B.V. Netherlands
Brink's Geldverwerking B.V. Netherlands
Centro Americana de Inversiones Balboa C.A. Panama
Hermes Transport Blindados S.A.
(31.038% by Centro, 4.9% BI) Peru
Brink's Puerto Rico, Inc. Puerto Rico
Brink's Singapore Pte. Ltd. (60%) Singapore
Brink's (Southern Africa) (Proprietary) Ltd. South Africa
Brink's Zurcher Freilager A.G. (51%) Switzerland
Brink's Taiwan Limited Taiwan
Brink's (Thailand) Ltd. (40%) Thailand
Brink's Panama S.A. (49%) Panama
Inmobiliaria Brink's Panama S.A. (49%) Panama
Brink's Guvenlik Hezmetieri A.S. Turkey
Jurisdiction
Company of Incorporation
- ------- ----------------
Brink's Europe Ltd. (U.K.) U.K.
Brink's (UK) Ltd. U.K.
Brink's Commercial Services Ltd. U.K.
Brink's Diamond & Jewellery Services Ltd. U.K.
Brink's Limited U.K.
Brink's (Gibraltar) Limited Gibraltar
Brink's Limited (Bahrain) EC Bahrain
Brink's Security Limited U.K.
Quarrycast Commercial Limited U.K.
Brink's Global Services, Ltd. U.K.
Servicio de Panamericano de Proteccion, CA (60.95%) Venezuela
Aeropanamericano, C.A. Venezuela
Artes Graficas Avenzadas 98, C.A. (99%) Venezuela
Blindados del Zulia Occidente, C.A. Venezuela
Blindados de Oriente, S.A. Venezuela
Blinadados Panamericanos, S.A. Venezuela
Blindados Centro Occidente, S.A. Venezuela
Bolivar Business, S.A. Panama
Domesa Courier Corporation Florida
Panamerican Protective Service Sint
Maarten, N.V. Netherlands
Antilles
Pan American Protective Service, Inc. Florida
Radio Llamadas Panama, S.A. Panama
Servicio Panamericano de Vigliancia
Curacao, N.V. Netherlands
Antilles
Domesa Curacao, N.V. Netherlands
Antilles
Domesa Aruba, N.V. Aruba
Servicio Panamericano de Proteccion Netherlands
Curacao, N.V. Antilles
Documentos Mercantilles S.A. Venezuela
Instituto Panamericano C.A. Venezuela
Panamaericana de Vigliancia, S.A. Venezuela
Transporte Expresos, C.A. Venezuela
Grapho Formas Petare, C.A. (70%) Venezuela
Centro Americana de Inversiones La
Restinga, C.A. Panama
Hellinic Brink's Commercial Societe Anonyme of
Provision of Services of Information Technology Greece
S.A. of Provision of Services in Transportation
d/b/a/ Brink's Hermes (50.05%) Greece
Brink's St. Lucia Ltd. (26.5% BI) St. Lucia
Security Services (Brink's Jordan) Co. Ltd. (45% BI) Jordan
Servicio Pan Americano de Proteccian S.A. (20% BI) Mexico
Pittston Finance Company Inc. Delaware
BAX Holding Company Virginia
BAX Finance Inc. Delaware
BAX Global Inc. Delaware
BAXAIR Inc. Delaware
Air Transport International, L.L.C. (BAX 99%,
BAXAIR 1%) Nevada
BAX Global International Inc. Delaware
Burlington Air Express (Brazil) Inc. Delaware
Burlington Air Express (Dubai) Inc. Delaware
Burlington Air Express Services Inc. Delaware
Burlington Network Inc. Delaware
Jurisdiction
Company of Incorporation
- ------- ----------------
BAX Global Holding Pty. Ltd. Australia
BAX Global Aust. Pty. Ltd. Australia
BAX Global Cartage Pty. Limited Australia
BAX Global do Brazil Ltda. Brazil
BAX Global (Canada) Ltd. Canada
797726 Ontario Inc. Canada
BAX Global Services Chile Limitada Chile
Xiamen BAX Global Warehousing Co. Ltd. China
BAX Global A/S Denmark
BAX Global SARL (France) France
BAX Global S.A. (France) France
BAX Global GmbH Germany
BAX Global GmbH Austria
BAX Global Nemzetkozi Szallitmanyozo es Logisztikai Hungary
Korlatolt Felelossegu Tarsasag (BAX Global Kft.)
BAX Global Limited (Hong Kong) Hong Kong
BAX Global Logistics Limitada Macau
Indian Enterprises Inc. Delaware
Indian Associates Inc. (40%) Delaware
BAX Global India Private Limited (65%, BAXI 35%) India
BAX Express Limited (Ireland) Ireland
Pittston International Finance Company, Ltd. Ireland
BAX Global S.r.l. Italy
CSC Customs and Management Services S.r.l. Italy
BAX Global Japan K.K. Japan
BAX Global (Korea) Co. Ltd. (51%) South Korea
BAX Global (Malaysia) Sdn. Bhd. Malaysia
BAX Global Imports (Malaysia) Sdn. Bhd. (40%) Malaysia
BAX Global, S.A. de C.V. Mexico
BAX Global Networks B.V. Netherlands
BAX Global B.V. Netherlands
BAX Global N.V./S.A.(Belgium) Belgium
BAX Global Pte Ltd.(Singapore) Singapore
J. Cleton & Co. Holding B.V. Netherlands
J. Cleton & Co. B.V. Netherlands
Logicenter, B.V. Netherlands
Chip Electronic Services B.V. (50%) Netherlands
BAX Global (N.Z.) Ltd. New Zealand
Burlington-Transmaso Air Express Lda. (50%) Portugal
BAX Global Transitarios Ltda. Portugal
Continental Freight (Pty) Ltd. South Africa
BAX Global Pty Ltd. South Africa
Traco Freight (Pty) Ltd. South Africa
BAX Global S.A. Spain
BAX Global Holdings S.L. Spain
BAX Global Logistics (Shanghai) Co., Ltd. China
BAX Global Logistics (Shenzhen) Co., Ltd. China
BAX Global Aktiebolag Sweden
BAX Global AG Switzerland
BAX Global (Taiwan) Ltd. Taiwan
BAX Global Limited Thailand
BAX Global (UK) Limited U.K.
Alltransport Holdings Limited U.K.
Alltransport International Group Limited U.K.
Jurisdiction
Company of Incorporation
- ------- ----------------
Alltransport Warehousing Limited U.K.
BAX Global Limited U.K.
BAX Global Ocean Services Limited U.K.
WTC Air Freight (U.K.) Limited U.K.
BAX Logistics, Ltd. U.K.
BAX Funding Corporation California
Burlington Airline Express Inc. Delaware
Burlington Land Trading Inc. Delaware
Highway Merchandise Express, Inc. California
WTC Airlines, Inc. Delaware
WTC SUB California
Pittston Administrative Services Inc. Delaware
Pittston Minerals Group Inc. Virginia
Pittston Coal Company Delaware
American Eagle Coal Company Virginia
Heartland Coal Company Delaware
Maxxim Rebuild Company, Inc. Delaware
Mountain Forest Products, Inc. Virginia
Pine Mountain Oil and Gas, Inc. Virginia
Addington, Inc. Kentucky
Huff Creek Energy Company West Virginia
Appalachian Land Company West Virginia
Appalachian Mining, Inc. West Virginia
Molloy Mining, Inc. West Virginia
Kanawha Development Corporation West Virginia
Vandalia Resources, Inc. West Virginia
Pittston Coal Management Company Virginia
Pittston Coal Sales Corp. Virginia
Pittston Coal Terminal Corporation Virginia
Pyxis Resources Company Virginia
HICA Corporation Kentucky
Holston Mining, Inc. West Virginia
Motivation Coal Company Virginia
Paramont Coal Corporation Delaware
Sheridan-Wyoming Coal Company, Incorporated Delaware
Thames Development, Ltd. Virginia
Buffalo Mining Company West Virginia
Clinchfield Coal Company Virginia
Dante Coal Company Virginia
Eastern Coal Corporation West Virginia
Elkay Mining Company West Virginia
Jewell Ridge Coal Corporation Virginia
Kentland-Elkhorn Coal Corporation Kentucky
Little Buck Coal Company Virginia
Lorado Reclamation Company Virginia
Meadow River Coal Company Kentucky
Pittston Coal Group, Inc. Virginia
Ranger Fuel Corporation West Virginia
Sea "B" Mining Company Virginia
Pittston Synfuel Company Virginia
Pittston Mineral Ventures Company Delaware
PMV Gold Company Delaware
Pittston Nevada Gold Company (50%)
[50% by MPI Gold (USA) Ltd.] Delaware
Jurisdiction
Company of Incorporation
- ------- ----------------
Stawell Gold Mines Pty. Limited (50% prorata
consolidation) Australia
Pittston Mineral Ventures International Ltd. Delaware
Pittston Mineral Ventures of Australia Pty Ltd. Australia
Carbon Ventures Pty. Limited Australia
International Carbon (Aust.) Pty. Limited Australia
Pittston Australasian Mineral Exploration Pty Limited Australia
Pittston Black Sands of Western Australia Pty Limited Australia
Consent of Independent Auditors The Board of Directors The Pittston Company: We consent to incorporation by reference in the registration statements (Nos. 2-64258, 33-2039, 33-21393, 33-23333, 33-69040, 33-53565, 333-02219, 333-70758, 333-70762, 333-70766, 333-70772, 333-78631 and 333-78633) on Form S-8 of The Pittston Company of our report dated January 30, 2002 relating to the Consolidated Financial Statements listed in the accompanying Index to Financial Statements and Schedules in Item 14(a)1 included in the 2001 Annual Report on Form 10-K of The Pittston Company, which report appears in the 2001 Annual Report on Form 10-K of The Pittston Company. Our report refers to a change in the method of accounting for nonrefundable installation revenues and the related direct costs of acquiring new subscribers in 2000 as a result of the implementation of Staff Accounting Bulletin No. 101, "Revenue Recognition in Financial Statements." Richmond, Virginia March 18, 2002
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned does hereby constitute
and appoint Michael T. Dan, Austin F. Reed and Robert T. Ritter, and each of
them (with full power of substitution), his true and lawful attorney-in-fact and
agent to do any and all acts and things and to execute any and all instruments
which, with the advice of counsel, any of said attorneys and agents may deem
necessary or advisable to enable The Pittston Company, a Virginia corporation
(the "Company"), to comply with the Securities Act of 1933, as amended, and the
Securities Exchange Act of 1934, as amended, and any rules, regulations and
requirements of the Securities and Exchange Commission in respect thereof, in
connection with the preparation and filing of the Company's annual report on
Form 10-K for the fiscal year ended December 31, 2001 (the "Form 10-K"),
including specifically, but without limitation, power and authority to sign his
name as an officer and/or director of the Company, as the case may be, to the
Form 10-K or any amendments thereto; and the undersigned does hereby ratify and
confirm all that said attorneys shall do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, I have hereunto set my hand this 8th day of March,
2002.
/s/ Roger G. Ackerman
-------------------------
Roger G. Ackerman
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned does hereby constitute
and appoint Michael T. Dan, Austin F. Reed and Robert T. Ritter, and each of
them (with full power of substitution), his true and lawful attorney-in-fact and
agent to do any and all acts and things and to execute any and all instruments
which, with the advice of counsel, any of said attorneys and agents may deem
necessary or advisable to enable The Pittston Company, a Virginia corporation
(the "Company"), to comply with the Securities Act of 1933, as amended, and the
Securities Exchange Act of 1934, as amended, and any rules, regulations and
requirements of the Securities and Exchange Commission in respect thereof, in
connection with the preparation and filing of the Company's annual report on
Form 10-K for the fiscal year ended December 31, 2001 (the "Form 10-K"),
including specifically, but without limitation, power and authority to sign his
name as an officer and/or director of the Company, as the case may be, to the
Form 10-K or any amendments thereto; and the undersigned does hereby ratify and
confirm all that said attorneys shall do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, I have hereunto set my hand this 7th day of March,
2002.
/s/ Betty C. Alewine
-------------------------
Betty C. Alewine
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned does hereby constitute
and appoint Michael T. Dan, Austin F. Reed and Robert T. Ritter, and each of
them (with full power of substitution), his true and lawful attorney-in-fact and
agent to do any and all acts and things and to execute any and all instruments
which, with the advice of counsel, any of said attorneys and agents may deem
necessary or advisable to enable The Pittston Company, a Virginia corporation
(the "Company"), to comply with the Securities Act of 1933, as amended, and the
Securities Exchange Act of 1934, as amended, and any rules, regulations and
requirements of the Securities and Exchange Commission in respect thereof, in
connection with the preparation and filing of the Company's annual report on
Form 10-K for the fiscal year ended December 31, 2001 (the "Form 10-K"),
including specifically, but without limitation, power and authority to sign his
name as an officer and/or director of the Company, as the case may be, to the
Form 10-K or any amendments thereto; and the undersigned does hereby ratify and
confirm all that said attorneys shall do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, I have hereunto set my hand this 8th day of March,
2002.
/s/ James R. Barker
-------------------------
James R. Barker
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned does hereby constitute
and appoint Michael T. Dan, Austin F. Reed and Robert T. Ritter, and each of
them (with full power of substitution), his true and lawful attorney-in-fact and
agent to do any and all acts and things and to execute any and all instruments
which, with the advice of counsel, any of said attorneys and agents may deem
necessary or advisable to enable The Pittston Company, a Virginia corporation
(the "Company"), to comply with the Securities Act of 1933, as amended, and the
Securities Exchange Act of 1934, as amended, and any rules, regulations and
requirements of the Securities and Exchange Commission in respect thereof, in
connection with the preparation and filing of the Company's annual report on
Form 10-K for the fiscal year ended December 31, 2001 (the "Form 10-K"),
including specifically, but without limitation, power and authority to sign his
name as an officer and/or director of the Company, as the case may be, to the
Form 10-K or any amendments thereto; and the undersigned does hereby ratify and
confirm all that said attorneys shall do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, I have hereunto set my hand this 8th day of March,
2002.
/s/ Marc C. Breslawsky
-------------------------
Marc C. Breslawsky
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned does hereby constitute
and appoint Michael T. Dan, Austin F. Reed and Robert T. Ritter, and each of
them (with full power of substitution), his true and lawful attorney-in-fact and
agent to do any and all acts and things and to execute any and all instruments
which, with the advice of counsel, any of said attorneys and agents may deem
necessary or advisable to enable The Pittston Company, a Virginia corporation
(the "Company"), to comply with the Securities Act of 1933, as amended, and the
Securities Exchange Act of 1934, as amended, and any rules, regulations and
requirements of the Securities and Exchange Commission in respect thereof, in
connection with the preparation and filing of the Company's annual report on
Form 10-K for the fiscal year ended December 31, 2001 (the "Form 10-K"),
including specifically, but without limitation, power and authority to sign his
name as an officer and/or director of the Company, as the case may be, to the
Form 10-K or any amendments thereto; and the undersigned does hereby ratify and
confirm all that said attorneys shall do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, I have hereunto set my hand this 7th day of March,
2002.
/s/ James L. Broadhead
-------------------------
James L. Broadhead
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned does hereby constitute
and appoint Michael T. Dan, Austin F. Reed and Robert T. Ritter, and each of
them (with full power of substitution), his true and lawful attorney-in-fact and
agent to do any and all acts and things and to execute any and all instruments
which, with the advice of counsel, any of said attorneys and agents may deem
necessary or advisable to enable The Pittston Company, a Virginia corporation
(the "Company"), to comply with the Securities Act of 1933, as amended, and the
Securities Exchange Act of 1934, as amended, and any rules, regulations and
requirements of the Securities and Exchange Commission in respect thereof, in
connection with the preparation and filing of the Company's annual report on
Form 10-K for the fiscal year ended December 31, 2001 (the "Form 10-K"),
including specifically, but without limitation, power and authority to sign his
name as an officer and/or director of the Company, as the case may be, to the
Form 10-K or any amendments thereto; and the undersigned does hereby ratify and
confirm all that said attorneys shall do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, I have hereunto set my hand this 5th day of March,
2002.
/s/ William F. Craig
-------------------------
William F. Craig
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned does hereby constitute
and appoint Michael T. Dan, Austin F. Reed and Robert T. Ritter, and each of
them (with full power of substitution), his true and lawful attorney-in-fact and
agent to do any and all acts and things and to execute any and all instruments
which, with the advice of counsel, any of said attorneys and agents may deem
necessary or advisable to enable The Pittston Company, a Virginia corporation
(the "Company"), to comply with the Securities Act of 1933, as amended, and the
Securities Exchange Act of 1934, as amended, and any rules, regulations and
requirements of the Securities and Exchange Commission in respect thereof, in
connection with the preparation and filing of the Company's annual report on
Form 10-K for the fiscal year ended December 31, 2001 (the "Form 10-K"),
including specifically, but without limitation, power and authority to sign his
name as an officer and/or director of the Company, as the case may be, to the
Form 10-K or any amendments thereto; and the undersigned does hereby ratify and
confirm all that said attorneys shall do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, I have hereunto set my hand this 7th day of March,
2002.
/s/ Gerald Grinstein
-------------------------
Gerald Grinstein
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned does hereby constitute
and appoint Michael T. Dan, Austin F. Reed and Robert T. Ritter, and each of
them (with full power of substitution), his true and lawful attorney-in-fact and
agent to do any and all acts and things and to execute any and all instruments
which, with the advice of counsel, any of said attorneys and agents may deem
necessary or advisable to enable The Pittston Company, a Virginia corporation
(the "Company"), to comply with the Securities Act of 1933, as amended, and the
Securities Exchange Act of 1934, as amended, and any rules, regulations and
requirements of the Securities and Exchange Commission in respect thereof, in
connection with the preparation and filing of the Company's annual report on
Form 10-K for the fiscal year ended December 31, 2001 (the "Form 10-K"),
including specifically, but without limitation, power and authority to sign his
name as an officer and/or director of the Company, as the case may be, to the
Form 10-K or any amendments thereto; and the undersigned does hereby ratify and
confirm all that said attorneys shall do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, I have hereunto set my hand this 8th day of March,
2002.
/s/ Ronald M. Gross
-------------------------
Ronald M. Gross
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that the undersigned does hereby constitute
and appoint Michael T. Dan, Austin F. Reed and Robert T. Ritter, and each of
them (with full power of substitution), his true and lawful attorney-in-fact and
agent to do any and all acts and things and to execute any and all instruments
which, with the advice of counsel, any of said attorneys and agents may deem
necessary or advisable to enable The Pittston Company, a Virginia corporation
(the "Company"), to comply with the Securities Act of 1933, as amended, and the
Securities Exchange Act of 1934, as amended, and any rules, regulations and
requirements of the Securities and Exchange Commission in respect thereof, in
connection with the preparation and filing of the Company's annual report on
Form 10-K for the fiscal year ended December 31, 2001 (the "Form 10-K"),
including specifically, but without limitation, power and authority to sign his
name as an officer and/or director of the Company, as the case may be, to the
Form 10-K or any amendments thereto; and the undersigned does hereby ratify and
confirm all that said attorneys shall do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, I have hereunto set my hand this 8th day of March,
2002.
/s/ Carl S. Sloane
-------------------------
Carl S. Sloane