UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2002
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[ ] 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
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(Exact name of registrant as specified in its charter)
Virginia 54-1317776
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1801 Bayberry Court, Richmond, Virginia 23226-8100
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (804) 289-9600
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Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934
during the preceding 12 months and (2) has been subject to such filing
requirements for the past 90 days. Yes X No ___
As of August 1, 2002, 54,253,413 shares of $1 par value common stock were
outstanding.
1
Part I - Financial Information
The Pittston Company and Subsidiaries
CONSOLIDATED BALANCE SHEETS
(In millions, except per share amounts)
June 30 December 31
2002 2001
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(Unaudited)
ASSETS
Current assets:
Cash and cash equivalents $ 94.8 86.7
Accounts receivable, net 543.4 493.3
Prepaid expenses and other 64.8 57.5
Deferred income taxes 96.3 103.1
Discontinued operations 48.0 19.9
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Total current assets 847.3 760.5
Property and equipment, net 830.3 818.1
Goodwill, net 225.7 224.8
Prepaid pension assets 107.5 109.0
Deferred income taxes 235.4 233.2
Other assets 154.8 155.7
Discontinued operations 88.2 92.7
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Total assets $ 2,489.2 2,394.0
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LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Short-term borrowings $ 55.4 27.8
Current maturities of long-term debt 14.2 17.2
Accounts payable 273.5 256.6
Accrued liabilities 532.8 540.0
Discontinued operations 13.9 3.3
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Total current liabilities 889.8 844.9
Long-term debt 268.9 252.9
Postretirement benefits other than pensions 401.4 399.6
Workers' compensation and other claims 86.9 84.1
Deferred revenue 128.3 126.1
Deferred income taxes 20.7 20.7
Other liabilities 109.9 160.0
Discontinued operations 62.3 29.6
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Total liabilities 1,968.2 1,917.9
Commitments and contingent liabilities (Notes 5 and 6)
Shareholders' equity:
Preferred stock, par value $10 per share:
$31.25 Series C Cumulative Convertible Preferred Stock;
Authorized: 0.161 shares;
Issued and outstanding: 2002 and 2001 - 0.021 shares 0.2 0.2
Common stock, par value $1 per share:
Authorized: 100.0 shares;
Issued and outstanding: 2002 and 2001 - 54.3 shares 54.3 54.3
Capital in excess of par value 404.0 400.1
Retained earnings 217.4 193.3
Accumulated other comprehensive loss (103.6) (112.9)
Employee benefits trust, at market value (51.3) (58.9)
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Total shareholders' equity 521.0 476.1
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Total liabilities and shareholders' equity $ 2,489.2 2,394.0
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See accompanying Notes to Consolidated Financial Statements.
2
The Pittston Company and Subsidiaries
CONSOLIDATED STATEMENTS OF OPERATIONS
(In millions, except per share amounts)
(Unaudited)
Three Months Ended June 30 Six Months Ended June 30
2002 2001 2002 2001
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Revenues $ 919.1 884.5 1,818.6 1,792.8
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Expenses:
Operating expenses 770.3 762.4 1,530.2 1,542.3
Selling, general and administrative expenses 114.9 110.3 221.0 217.5
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Total expenses 885.2 872.7 1,751.2 1,759.8
Other operating income, net 2.2 4.7 6.1 8.9
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Operating profit 36.1 16.5 73.5 41.9
Interest income 1.4 1.6 2.7 2.7
Interest expense (6.3) (9.2) (12.7) (18.1)
Minority interest (0.1) (1.4) (1.2) (3.0)
Other expense, net (1.4) (1.5) (3.0) (3.5)
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Income from continuing operations before
income taxes 29.7 6.0 59.3 20.0
Provision for income taxes 10.6 2.2 21.1 7.5
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Income from continuing operations 19.1 3.8 38.2 12.5
Loss from discontinued operations,
net of tax - - (11.0) -
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Net income 19.1 3.8 27.2 12.5
Preferred stock dividends (0.2) (0.2) (0.3) (0.3)
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Net income attributed to common shares $ 18.9 3.6 26.9 12.2
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Basic net income (loss) per common share:
Continuing operations $ 0.36 0.07 0.73 0.24
Discontinued operations - - (0.21) -
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$ 0.36 0.07 0.52 0.24
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Diluted net income (loss) per common share:
Continuing operations $ 0.36 0.07 0.73 0.24
Discontinued operations - - (0.22) -
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$ 0.36 0.07 0.51 0.24
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See accompanying Notes to Consolidated Financial Statements.
3
The Pittston Company and Subsidiaries
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In millions)
(Unaudited)
Six Months Ended June 30
2002 2001
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Cash flows from operating activities:
Net income $ 27.2 12.5
Adjustments to reconcile net income to net cash provided
by continuing operations:
Loss from discontinued operations, net of tax 11.0 -
Depreciation and amortization 89.8 94.9
Provision for aircraft heavy maintenance 15.6 13.7
Deferred income taxes 5.5 2.1
Provision for uncollectible accounts receivable 3.5 6.8
Other operating, net 19.1 13.2
Changes in operating assets and liabilities, net of effects of acquisitions:
Accounts receivable (54.2) 47.6
Prepaid expenses and other current assets (8.3) (3.2)
Accounts payable and accrued liabilities 30.4 (72.8)
Other assets (9.1) (3.5)
Other liabilities 1.5 (3.6)
Other, net (2.6) 8.6
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Net cash provided by continuing operations 129.4 116.3
Net cash used by discontinued operations (42.3) (21.9)
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Net cash provided by operating activities 87.1 94.4
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Cash flows from investing activities:
Capital expenditures (87.6) (96.0)
Aircraft heavy maintenance expenditures (13.9) (6.3)
Proceeds from disposal of property and equipment 2.6 2.8
Acquisitions - (5.0)
Discontinued operations, net (17.0) (5.3)
Other, net 1.0 (4.0)
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Net cash used by investing activities (114.9) (113.8)
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Cash flows from financing activities:
Long term debt:
Additions 74.5 95.2
Repayments (64.3) (105.9)
Short-term borrowings, net 27.6 24.9
Dividends (2.8) (2.7)
Proceeds from exercise of stock options 1.3 4.4
Other (0.4) -
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Net cash provided by financing activities 35.9 15.9
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Net increase (decrease) in cash and cash equivalents 8.1 (3.5)
Cash and cash equivalents at beginning of period 86.7 97.8
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Cash and cash equivalents at end of period $ 94.8 94.3
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See accompanying Notes to Consolidated Financial Statements.
4
The Pittston Company and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
1. Basis of presentation and accounting changes
The Pittston Company ("Pittston") 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 Pittston's gold, timber and natural gas
operations. Pittston also has a discontinued operating segment,
Pittston Coal Operations ("Coal Operations"). See Note 5. The
Pittston Company and its subsidiaries are referred to herein as the
"Company".
The Company's unaudited Consolidated Financial Statements have been
prepared in accordance with accounting principles generally accepted
in the United States of America ("GAAP") for interim financial
reporting and applicable quarterly reporting regulations of the
Securities and Exchange Commission. Accordingly, they do not include
all of the information and notes required by GAAP for complete
financial statements. In the opinion of management, all adjustments
(consisting of normal recurring accruals) considered necessary for a
fair presentation have been included. Certain prior period amounts
have been reclassified to conform to the current period's financial
statement presentation. Operating results for the interim periods of
2002 are not necessarily indicative of the results that may be
expected for the year ending December 31, 2002. For further
information, refer to the Company's Annual Report on Form 10-K for
the year ended December 31, 2001.
The Company adopted Statement of Financial Accounting Standards
("SFAS") No. 142, "Goodwill and Other Intangible Assets," in the
first quarter of 2002 and, in accordance with the new standard,
goodwill and intangible assets with indefinite useful lives are no
longer amortized, but are tested for impairment at least annually.
The Company completed the transitional goodwill impairment test
during the second quarter of 2002 with no impairment charges
resulting.
A reconciliation of net income and net income per share for the three
and six months ended June 30, 2001, as reported in the Company's
Statement of Operations, to net income and net income per share for
the same periods, as adjusted to exclude goodwill amortization
expense (net of tax effects), is presented below.
Three Months Six Months
Ended June 30 Ended June 30
(In millions, except per share amounts) 2001 2001
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Reported net income $ 3.8 12.5
Goodwill amortization, net of tax effects 1.7 3.5
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Net income as adjusted $ 5.5 16.0
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Reported basic and diluted net income per share $ 0.07 0.24
Goodwill amortization, net of tax effects 0.03 0.07
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Basic and diluted net income per share as adjusted $ 0.10 0.31
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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.
5
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 and for Long-Lived Assets to be Disposed of," and will provide
a single accounting model for long-lived assets held for sale. SFAS
No. 144 also supersedes 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. The
Company adopted SFAS No. 144 beginning January 1, 2002 with no
current effect on the Company's Consolidated Financial Statements.
SFAS No. 146, "Accounting for Costs Associated with Exit or Disposal
Activities," was issued in June 2002 and applies to costs associated
with an exit activity (including restructuring) or with a disposal of
long-lived assets. This statement nullifies Emerging Issues Task
Force Issue No. 94-3, "Liability Recognition for Certain Employee
Termination Benefits and Other Costs to Exit an Activity (including
Certain Costs Incurred in a Restructuring)." Under SFAS No. 146, a
commitment to a plan to exit an activity or dispose of long-lived
assets will no longer be enough to record a charge for most
anticipated costs. Instead, a liability for costs associated with an
exit or disposal activity will be recorded when that liability is
incurred and can be measured at fair value. SFAS No. 146 also revises
accounting for specified employee and contract terminations that are
part of restructuring activities. SFAS No. 146 will be effective for
exit or disposal activities initiated after December 31, 2002, with
early application encouraged.
2. Earnings per share
Three Months Ended June 30 Six Months Ended June 30
(In millions) 2002 2001 2002 2001
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Numerator:
Income from continuing operations $ 19.1 3.8 38.2 12.5
Preferred stock dividends (0.2) (0.2) (0.3) (0.3)
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Basic and diluted income from continuing
operations per share numerator $ 18.9 3.6 37.9 12.2
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Denominator:
Basic weighted average
common shares outstanding 52.0 51.1 51.9 50.9
Effect of dilutive securities - stock options 0.5 0.3 0.3 0.2
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Diluted weighted average
common shares outstanding 52.5 51.4 52.2 51.1
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Common stock held in The Pittston Company Employee Benefits Trust
(the "Trust") is excluded from the basic and diluted income from
continuing operations per common share calculations. As of June 30,
2002 and 2001, 2.1 million and 0.5 million shares, respectively, of
common stock were held by the Trust. The Company also 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 in the
three months ended June 30, 2002 and 2001 were 1.1 million and 1.5
million, respectively and in the six months ended June 30, 2002 and
2001 were 1.2 million and 1.7 million, respectively.
6
3. Supplemental cash flow information
Six Months Ended June 30
(In millions) 2002 2001
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Cash paid for:
Interest $ 12.0 17.0
Income taxes, net of refunds received $ 3.0 10.8
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Depreciation of property and equipment $ 83.7 85.1
Amortization of goodwill - 4.7
Other amortization 6.1 5.1
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Total depreciation and amortization $ 89.8 94.9
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4. Comprehensive income
Three Months Ended June 30 Six Months Ended June 30
(In millions) 2002 2001 2002 2001
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Net income $ 19.1 3.8 27.2 12.5
Other comprehensive income (loss),
net of reclasses and taxes:
Foreign currency translation 14.6 (0.6) 10.0 (13.1)
Deferred cash flow hedges (0.1) 2.3 (0.6) 5.5
Unrealized gains (losses) on securities - 2.5 (0.1) 2.4
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Comprehensive income $ 33.6 8.0 36.5 7.3
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5. Discontinued operations
The Company intends to exit the coal business through the sale or
shutdown of its coal mining operations and assets (including
reserves) and the transfer of certain liabilities. The Company's Coal
Operations have been reported as discontinued operations for all
periods presented herein.
The Company's plan of disposal includes the sale or shut down 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. The assets to be
disposed of primarily include property, plant and equipment, some
inventory and the Company's partnership interest in Dominion Terminal
Associates, a coal port facility in Newport News, Virginia. It is
expected that certain liabilities will be assumed by the purchasers.
Total proceeds from the sale of Coal Operations, which could include
cash, notes receivable, the present value of minimum future royalties
to be received and liabilities to be transferred, are expected to
exceed $100 million.
The Company sold certain properties in West Virginia in January 2002.
In July 2002, the Company sold substantially all of its operations
and assets in Kentucky and also agreed to sell substantially all of
its remaining coal mining assets, including reserves, in West
Virginia, with an expected closing in October 2002. These
transactions cover over one-half of the Coal Operations' economic
reserves. The Company currently expects to complete the sale or shut
down of the remaining assets, which are primarily located in
Virginia, during 2002.
7
Through the end of 2001, the Company recorded an estimated pretax
loss on the disposal of the discontinued segment of $348.5 million
including $110.0 million of losses on the disposal, $67.2 million of
estimated operating losses to be incurred from the December 2000
measurement date to the estimated dates of disposal for the various
operations and assets, including reserves, and $171.3 million to
accrue certain "legacy" liabilities, as more fully described in the
Company's 2001 Annual Report on Form 10-K. During the first quarter
of 2002 the Company increased its estimate of the pretax loss from
discontinued operations by $15.0 million ($11.0 million after-tax) in
response to adverse coal market conditions.
The Company continues to assess, among other things, expected
operating performance of assets through dates of anticipated
disposal, contingent gains and losses and its estimates of the timing
of expected sales of the Coal Operations, and such estimates may
affect the results from discontinued operations in future periods.
The Company has evaluated the factors which entered into the
calculation of the estimated loss and has determined that no
adjustment to the estimated loss is appropriate for the second
quarter of 2002.
Estimates regarding losses on the disposal of Coal Operations and
losses during the disposal 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 remaining 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.
Certain assets and liabilities are expected to be retained by the
Company, including most net working capital, other assets, certain
parcels of land, income and non-income tax assets and liabilities,
certain 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 may 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 liabilities that the Company expects to retain are recorded in
its balance sheet in accordance with GAAP. As described in the 2001
Annual Report on Form 10-K, under GAAP some of these liabilities,
primarily related to actuarial losses for postretirement benefits,
are not yet fully recorded on the balance sheet or reflect the sum of
undiscounted expected cash payments which extend over a long period
of time. The following is a summary as of June 30, 2002 of the
carrying values of the assets and liabilities that the Company
expects to retain:
June 30
(In millions) 2002
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Assets:
Working capital $ 12.7
Property and equipment, net 4.7
Net deferred tax assets 243.4
State tax credits 22.9
Other assets 2.4
Liabilities:
Company-sponsored retiree benefits other than pensions $ 272.9
Health Benefit Act 154.9
Black lung obligations 45.5
Workers' compensation 31.9
Reclamation liabilities for inactive properties 8.1
Other liabilities 17.0
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The Company has accrued $8.2 million (pretax) for its estimate of a
multi-employer pension plan withdrawal liability 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 ended June 30, 2002. The ultimate
withdrawal liability, if any, is subject to several factors,
including investment performance, as well as 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.
8
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 and ruled 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 recorded the
benefit of such additional FBLET refunds in its estimate of operating
losses to be incurred during the disposal period. Further, no amount
for such refunds has been included in the table of assets and
liabilities above.
6. Restructuring
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 and sales, general and administrative costs in the
Americas and Atlantic regions. This included the elimination of ten
planes from the fleet and approximately 300 full-time positions
including aircraft crew and station operating, sales and business
unit overhead positions. The following table analyzes the changes in
liabilities during the first six months of 2002 for such costs:
Fleet Station and
(In millions) Charges Other Total
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Balance at December 31, 2001 $ 2.1 2.2 4.3
Adjustments - (0.1) (0.1)
Payments (1.2) (0.4) (1.6)
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Balance at June 30, 2002 $ 0.9 1.7 2.6
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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 by the end of 2002. The
remaining accrual for station and other costs is expected to be paid
through the end of 2007.
9
The Pittston Company and Subsidiaries
MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS
AND FINANCIAL CONDITION
Summary
The Pittston Company ("Pittston") 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 Pittston's gold,
timber and natural gas operations. Pittston intends to exit the coal business
through the sale or shutdown of its coal mining operations and assets (including
reserves) and the transfer of certain liabilities ("Coal Operations"). Coal
Operations have been reported as discontinued operations for all periods
presented herein. The Pittston Company and its subsidiaries are referred to
herein as the "Company".
The Company's income from continuing operations was $19.1 million and $38.2
million in the second quarter and first half of 2002, respectively, as compared
to $3.8 million and $12.5 million in the comparable 2001 periods. Income from
continuing operations (after-tax) was higher in the 2002 periods principally due
to higher operating profits at Brink's and BAX Global. Brink's higher operating
profit in the first six months of 2002 primarily related to special euro
currency-related distribution projects and improved performance. BAX Global's
improved results in the second quarter of 2002 were primarily a result of lower
transportation costs in the Americas region.
RESULTS OF OPERATIONS
Three Months Ended June 30 Six Months Ended June 30
(In millions) 2002 2001 2002 2001
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Revenues:
Business and Security Services:
Brink's $ 394.4 372.1 801.1 745.4
BHS 70.2 64.2 137.4 126.0
BAX Global 444.1 438.1 859.7 901.5
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Business and Security Services 908.7 874.4 1,798.2 1,772.9
Other Operations 10.4 10.1 20.4 19.9
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Revenues $ 919.1 884.5 1,818.6 1,792.8
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Operating profit (loss):
Business and Security Services:
Brink's $ 19.8 15.6 51.5 34.3
BHS 15.6 14.6 30.8 29.1
BAX Global 3.7 (10.1) (2.7) (15.8)
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Business and Security Services 39.1 20.1 79.6 47.6
Other Operations 2.1 1.4 4.5 3.7
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Segment operating profit 41.2 21.5 84.1 51.3
General corporate expense (5.1) (5.0) (10.6) (9.4)
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Operating profit $ 36.1 16.5 73.5 41.9
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10
Brink's
Three Months Ended June 30 Six Months Ended June 30
(In millions) 2002 2001 2002 2001
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Revenues:
North America (a) $ 172.8 170.6 341.1 336.4
International 221.6 201.5 460.0 409.0
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Revenues $ 394.4 372.1 801.1 745.4
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Operating profit:
North America (a) $ 13.4 12.3 24.1 21.1
International 6.4 3.3 27.4 13.2
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Segment operating profit $ 19.8 15.6 51.5 34.3
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Depreciation and amortization (b) $ 15.4 14.8 29.8 29.2
Goodwill amortization - 0.5 - 1.0
Capital expenditures 18.7 14.0 33.5 33.6
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(a) Includes U.S. and Canada.
(b) Excludes amortization of goodwill.
Brink's worldwide revenues were $394.4 million and $801.1 million in the second
quarter and first half of 2002, respectively, a 6% and 7% increase over the same
periods in 2001. Operating profit increased 27% and 50% in the second quarter
and first half of 2002 as compared to the 2001 periods. The improved results
were primarily due to higher International operating profits which reflected the
effects of general business growth and improved performance. In addition,
special euro related processing and transportation work significantly
contributed to the first quarter's performance. Euro banknotes and coins were
introduced as the medium of exchange in a number of European countries on
January 1, 2002.
Revenue
North American revenues increased slightly in the second quarter and first half
of 2002 compared to the 2001 periods reflecting higher revenues from currency
processing, armored car operations (which include ATM services), and Global
Services business (air courier and diamond/jewelry).
International revenues increased 10% and 12% in the second quarter and first
half of 2002, respectively. Changes in U.S. dollar foreign currency exchange
rates reduced International revenues for the second quarter and first half of
2002 by approximately $1 million and $18 million, respectively from the same
periods of 2001. European currencies were generally stronger than the U.S.
dollar in the second quarter of 2002 compared to 2001 while Latin American
currencies were weaker, resulting in an offsetting effect on revenue in the
quarter. Consequently, without the effect of changes in currency rates, revenues
for the second quarter and first half of 2002 were 11% and 17% higher compared
to the same periods last year. The increase in International revenues during the
second quarter was primarily attributable to operations in Europe, where
revenues reflected general business growth. The first half of 2002 also included
work associated with the issuance of the euro, primarily in the first quarter.
Operating Profit
North American operating profits were 9% and 14% higher in the second quarter
and first half of 2002 versus the 2001 periods primarily due to improved results
in the U.S. Global Services business arising from improved pricing and
operational improvements and efficiencies.
International operating profits were higher in the second quarter and first half
of 2002 as compared to the same periods of 2001 due to better results in Europe
and higher pricing in Australia, which outweighed lower operating profits in
Latin America.
11
Europe's improved operating performance in the second quarter of 2002 versus the
same quarter last year reflected both higher volume and operational
improvements. In addition, European operating performance in the six months
ended June 30, 2002 also improved due to stronger volumes for transportation and
processing work (primarily in the first quarter) associated with the issuance of
the euro and the return of legacy currencies. Brink's generated a modest amount
of euro-related processing revenue in the second quarter of 2002 but this was
more than offset by higher than normal labor expenses as a result of winding
down operations that had been built up for the euro work. In the second quarter
of 2001, European operating performance reflected additional upfront costs
associated with preparation for the euro work, entry into new markets and
certain market development and start-up costs.
In Latin America, operating profits during the second quarter and first half of
2002 were lower than the same periods last year as a result of difficult
economic and operating conditions in the region. Economic and competitive
pressures in Latin America are expected to continue, but Brink's expects the
region to remain profitable overall. Asia/Pacific results in the second quarter
and first half of 2002 were higher than the prior year periods primarily due to
improved results in Australia, which posted a small operating profit versus a
loss in the prior-year, reflecting higher pricing.
Brink's Home Security
(Dollars in millions, Three Months Ended June 30 Six Months Ended June 30
subscriber data in thousands) 2002 2001 2002 2001
- ------------------------------------------------------------------------------------------------------------------------------
Revenues $ 70.2 64.2 137.4 126.0
- ------------------------------------------------------------------------------------------------------------------------------
Operating profit:
Recurring services (a) $ 27.7 25.5 54.6 51.4
Investment in new subscribers (b) (12.1) (10.9) (23.8) (22.3)
- ------------------------------------------------------------------------------------------------------------------------------
Segment operating profit $ 15.6 14.6 30.8 29.1
- ------------------------------------------------------------------------------------------------------------------------------
Monthly recurring revenues (c) $ 20.1 18.6
- ------------------------------------------------------------------------------------------------------------------------------
Annualized disconnect rate 7.5% 7.6% 7.1% 7.4%
- ------------------------------------------------------------------------------------------------------------------------------
Number of subscribers:
Beginning of period 726.5 683.7 713.5 675.3
Installations 25.8 22.5 50.9 43.1
Disconnects (13.7) (13.2) (25.8) (25.4)
- ------------------------------------------------------------------------------------------------------------------------------
End of period 738.6 693.0 738.6 693.0
- ------------------------------------------------------------------------------------------------------------------------------
Average number of subscribers 732.6 688.2 726.1 683.7
Depreciation and amortization (d) $ 18.6 17.8 36.1 33.9
Amortization of deferred revenue 6.1 6.4 11.8 11.7
Net cash deferrals on new subscribers (e) 3.0 3.5 6.4 7.3
Capital expenditures 20.6 20.6 40.7 39.9
- ------------------------------------------------------------------------------------------------------------------------------
(a) Reflects monthly operating profit generated from the existing subscriber
base plus the amortization of deferred revenues and less the amortization of
deferred subscriber acquisition costs (primarily direct selling expenses).
(b) Primarily includes the marketing and selling expenses, net of the deferral
of direct selling expenses, incurred in the acquisition of new subscribers.
(c) 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
contractual monitoring and maintenance services. The amortization of deferred
revenues is excluded.
(d) Includes amortization of deferred subscriber acquisition costs of $2.9
million and $2.8 million for the second quarters of 2002 and 2001, respectively
and $5.5 million and $5.1 million for the first half of 2002 and 2001,
respectively.
(e) Consists of nonrefundable payments received from customers for new
installations for which revenue recognition has been deferred, net of payments
for direct selling costs for which expense recognition has been deferred.
Revenue
The increase in BHS's revenues for the second quarter and first half of 2002
versus the comparable 2001 periods was primarily due to a 6% larger average
subscriber base as well as a 1% higher average monitoring rate in each period.
These factors also contributed to an 8% increase in monthly recurring revenues
for June 2002 as compared to June 2001. Installations for the second quarter and
first half of 2002 were 15% and 18% higher, respectively, than in the comparable
periods of 2001 primarily as a result of growth in new distribution channels.
BHS believes its 2002 annualized disconnect rates of 7.5% for the quarter and
7.1% year-to-date improved over the comparable periods of 2001 largely due to
the effect of having set higher credit standards for new subscribers in recent
years and its high quality customer service.
12
Operating Profit
Segment operating profit for the second quarter and first half of 2002 increased
$1.0 million and $1.7 million, respectively, from the same periods of 2001 as
higher profit from recurring services was partially offset by an increased
investment in new subscribers. Higher profit from recurring services in each
period was due to increased revenues, partially offset by increased depreciation
of security systems and higher monitoring costs.
BAX Global
Three Months Ended June 30 Six Months Ended June 30
(In millions) 2002 2001 2002 2001
- ------------------------------------------------------------------------------------------------------------------------------
Revenues:
Americas $ 241.3 250.4 473.3 516.4
International 220.4 202.8 419.4 415.9
Eliminations/other (17.6) (15.1) (33.0) (30.8)
- ------------------------------------------------------------------------------------------------------------------------------
Revenues $ 444.1 438.1 859.7 901.5
- ------------------------------------------------------------------------------------------------------------------------------
Operating profit (loss):
Americas $ (3.3) (12.2) (13.5) (21.8)
International 9.6 6.7 16.1 14.4
Goodwill amortization - (1.8) - (3.7)
Other (2.6) (2.8) (5.3) (4.7)
- ------------------------------------------------------------------------------------------------------------------------------
Segment operating profit (loss) (a) $ 3.7 (10.1) (2.7) (15.8)
- ------------------------------------------------------------------------------------------------------------------------------
Depreciation and amortization (b) $ 10.7 12.1 21.5 24.8
Capital expenditures 5.2 4.9 9.8 20.0
- ------------------------------------------------------------------------------------------------------------------------------
Intra-U.S. revenue $ 109.9 115.0 212.7 235.7
Worldwide expedited freight services:
Revenues $ 343.2 348.8 663.6 727.7
Weight in pounds 371.8 355.0 720.5 732.2
- ------------------------------------------------------------------------------------------------------------------------------
(a) Includes the benefit of $0.4 million and $2.1 million for the first quarter
of 2002 and 2001, respectively, from the reversal of incentive accruals.
(b) Excludes amortization of goodwill.
Revenue
Worldwide revenues increased 1% in the second quarter of 2002 and decreased 5%
in the first six months of 2002 as compared to the same periods of 2001.
International revenues increased 9% and 1% in the second quarter and first six
months of 2002, respectively, reflecting improved economic conditions in the
Asia Pacific region resulting in increased export volumes to the U.S., partially
offset by a decrease in revenues in the Atlantic region due to low export and
import air freight volumes as a result of the sluggish European economy. The
year over year increase in International revenues exceeded the decline in
Americas revenues in the second quarter of 2002. The decrease in Americas
revenues of 4% and 8% for the second quarter and first six months of 2002,
respectively, as compared to the same periods of 2001, was primarily due to
decreased demand for domestic and outbound international expedited airfreight
services associated with weak economies in the U.S. and Europe. In the U.S.,
revenues in the 2002 periods also declined due to a shift from higher-yielding
expedited air freight services to lower-yielding deferred ground freight
services. Worldwide revenues in the second quarter of 2002 were 7% higher than
in the first quarter of 2002, with revenues improving 4% in the Americas and 11%
in the International region in the quarter.
Operating Profit
Operating results improved $13.8 million and $13.1 million in the second quarter
and first half of 2002, respectively, compared to the 2001 periods, reflecting
the benefit of ongoing efforts to better align transportation costs and
operating expenses with market demands and economic conditions. Transportation
costs in the second quarter and first six months of 2002 were lower than the
same periods of 2001 as a result of fleet reductions undertaken during late 2000
and 2001, partially offset in the second quarter of 2002 by higher international
transportation costs associated with higher volume. The increased use of ground
transportation has allowed BAX Global to lower costs associated with its
dedicated fleet of aircraft in North America while continuing to maintain high
levels of customer service.
13
Despite the reduction in revenues, operating performance in the Americas region
for the second quarter and first half of 2002 improved $8.9 million and $8.3
million over the 2001 periods, respectively. The improvement was primarily due
to the above-mentioned reductions in North American transportation costs.
International operating profit for the second quarter and first half of 2002 as
compared to the 2001 periods increased $2.9 million and $1.7 million
respectively, primarily due to improved economic conditions in the Asia Pacific
region. These improvements were partially offset by a decline in results in the
Atlantic region, largely due to low demand associated with a weak European
economy.
2000 Restructuring Plan
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 and sales, general and
administrative costs in the Americas and Atlantic regions. This included the
elimination of ten planes from the fleet and approximately 300 full-time
positions including aircraft crew and station operating, sales and business unit
overhead positions. The following table analyzes the changes in liabilities
during the first six months of 2002 for such costs:
Fleet Station and
(In millions) Charges Other Total
- -------------------------------------------------------------------------------------------------------------------------
Balance at December 31, 2001 $ 2.1 2.2 4.3
Adjustments - (0.1) (0.1)
Payments (1.2) (0.4) (1.6)
- -------------------------------------------------------------------------------------------------------------------------
Balance at June 30, 2002 $ 0.9 1.7 2.6
- -------------------------------------------------------------------------------------------------------------------------
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 by the end of 2002. The remaining accrual for station and
other costs is expected to be paid through the end of 2007.
Other Operations
The Company's gold operations had net sales of $3.7 million during the second
quarter of 2002 and $7.6 million in the first half of 2002 increasing 12% and
10%, respectively, from the 2001 periods primarily as a result of higher average
realizations. Operating profit at the Company's gold operations was $0.2 million
in the second quarter of 2002 and $0.6 million in the first half of 2002 versus
losses of $0.8 million and $1.4 million, respectively, in the 2001 periods. The
improvement in operating results reflects higher gold realizations and lower
costs per ounce sold.
The Company has agreed in principle to the terms of a transaction that, if
consummated, would result in the sale of approximately two thirds to
substantially all of its gold operations. The completion of the transaction is
subject to the execution of a definitive sale and purchase agreement and
significant conditions. As a result of various factors, among which are the
amount of investment sold and proceeds obtained, and the value of the
Australian dollar, the financial impact of any sale cannot be determined with
certainty. Any potential gain or loss is not expected to exceed $5 million
after tax.
Net sales from the Company's timber business of $5.0 million in the second
quarter and $9.6 million in the first half of 2002 reflected increases of 2% and
7% respectively, over the comparable 2001 periods, primarily due to increased
sales volumes. Operating losses of $0.1 million in the second quarter and $0.4
million in the first half of 2002, respectively, decreased $0.5 million and $0.6
million from the 2001 periods, primarily due to the higher sales volume.
Net sales from the Company's natural gas operations for the second quarter and
first half of 2002 were $1.7 million and $3.2 million, respectively, as compared
to $1.9 million and $4.0 million for the same periods of 2001, primarily due to
lower natural gas prices. Operating profit for the natural gas operations,
including royalty income, declined $0.8 million and $1.8 million from the second
quarter and first half of 2001 to $2.0 million and $4.3 million for the same
periods of 2002, primarily due to lower natural gas prices.
14
Discontinued Operations
The Company is exiting the coal business through the sale or shutdown of its
coal mining operations and assets (including reserves) and the transfer of
certain liabilities. The Company's Coal Operations have been reported as
discontinued operations for all periods presented herein.
The Company's plan of disposal includes the sale or shut down 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. The assets to be disposed of primarily include property, plant and
equipment, some inventory and the Company's partnership interest in Dominion
Terminal Associates, a coal port facility in Newport News, Virginia. It is
expected that certain liabilities will be assumed by the purchasers. Total
proceeds from the sale of Coal Operations, which could include cash, notes
receivable, the present value of minimum future royalties to be received and
liabilities to be transferred, are expected to exceed $100 million.
The Company sold certain properties in West Virginia in January 2002. In July
2002, the Company sold substantially all of its operations and assets in
Kentucky and also agreed to sell substantially all of its remaining coal mining
assets, including reserves, in West Virginia, with an expected closing in
October 2002. These transactions cover over one-half of the Coal Operations'
economic reserves. The Company currently expects to complete the sale or shut
down of the remaining assets, which are primarily located in Virginia, during
2002.
Through the end of 2001, the Company recorded an estimated pretax loss on the
disposal of the discontinued segment of $348.5 million including $110.0 million
of losses on the disposal, $67.2 million of estimated operating losses to be
incurred from the December 2000 measurement date to the estimated dates of
disposal for the various operations and assets, including reserves, and $171.3
million to accrue certain "legacy" liabilities, as more fully described in the
Company's 2001 Annual Report on Form 10-K. During the first quarter of 2002 the
Company increased its estimate of the pretax loss from discontinued operations
by $15.0 million ($11.0 million after-tax) in response to adverse coal market
conditions.
The Company continues to assess, among other things, expected operating
performance of assets through dates of anticipated disposal, contingent gains
and losses and its estimates of the timing of expected sales of the Coal
Operations, and such estimates may affect the results from discontinued
operations in future periods. The Company has evaluated the factors which
entered into the calculation of the estimated loss and has determined that no
adjustment to the estimated loss is appropriate for the second quarter of 2002.
Estimates regarding losses on the disposal of Coal Operations and losses during
the disposal 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 remaining
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.
Certain assets and liabilities are expected to be retained by the Company,
including most net working capital, other assets, certain parcels of land,
income and non-income tax assets and liabilities, certain 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 may 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 Company has accrued $8.2 million (pretax) for its estimate of a
multi-employer pension plan withdrawal liability 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 ended June 30,
2002. The ultimate withdrawal liability, if any, is subject to several factors,
including investment performance, as well as 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.
15
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. As of June 30, 2002, the
balance in the VEBA was $16.9 million and was included in other non-current
assets.
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 and ruled 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 recorded the benefit of such additional FBLET refunds in its
estimate of operating losses to be incurred during the disposal period.
Operating Performance of Discontinued Operations
Since 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 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 the second quarter and first half of 2002
and 2001.
Three Months Ended June 30 Six Months Ended June 30
(In millions) 2002 2001 2002 2001
- --------------------------------------------------------------------------------------------------------------------------------
Sales $ 67.5 101.9 137.8 200.1
Operating loss before inactive employee
benefit costs (7.1) (0.1) (7.8) (2.6)
Inactive employee benefit costs (10.2) (6.4) (20.7) (12.9)
- --------------------------------------------------------------------------------------------------------------------------------
Operating loss (17.3) (6.5) (28.5) (15.5)
Loss before income taxes $ (16.9) (5.9) (27.6) (14.3)
- --------------------------------------------------------------------------------------------------------------------------------
Coal revenues of $67.5 million and $137.8 million for the second quarter and
first six months of 2002, respectively, were $34.4 million and $62.3 million
lower than the comparable periods of 2001 primarily as a result of a decrease in
sales volumes due to reduced electricity generation because of warm winter
weather conditions, partially offset by higher realizations per ton. Operating
loss before inactive employee costs in the second quarter and first six months
of 2002 was $7.0 million and $5.2 million higher than the respective 2001
periods. The higher losses were primarily due to lower production volumes as a
result of idling certain mines, which resulted in lower coal margins in 2002.
The higher 2002 operating losses were partially offset by $1.6 million of other
operating income related to a final Harbor Maintenance Tax refund received in
the first six months of 2002. Inactive employee benefit costs in the second
quarter and first half of 2002 were higher than the comparable 2001 periods
primarily as a result of changes in actuarial assumptions.
The Company expects to incur ongoing expenses associated with its Coal
Operations in future years 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 have been included in the
loss from discontinued operations. Upon completion of the disposal of the
Company's Coal Operations, these expenses will 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 (before tax).
16
Foreign operations
The Company operates 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 may have in any one
country on the translated results. The Company, from time to time, uses foreign
currency forward contracts to hedge transactional risks associated with foreign
currencies. Translation adjustments of net monetary assets and liabilities
denominated in the local currency relating to operations in countries with
highly inflationary economies are included in net income, along with all
transaction gains or losses for the period.
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.
Other operating income, net
Other operating income, net, which is a component of each operating segment's
previously discussed operating profit, includes the Company's share of net
earnings or losses of unconsolidated affiliates, royalty income and gains and
losses from foreign currency exchange. Other operating income, net for the
second quarter and first half of 2002 was $2.2 million and $6.1 million,
respectively, compared to $4.7 million and $8.9 million in the comparable
periods of 2001. The decrease in other operating income is primarily
attributable to foreign currency exchange, lower earnings of unconsolidated
foreign equity affiliates and a decrease in natural gas royalty income.
Interest expense
Interest expense decreased $2.9 million and $5.4 million in the second quarter
and first half of 2002, respectively, as compared to the same periods of 2001
due to lower average borrowings and borrowing rates.
Income taxes
The provision for income taxes from continuing operations was greater than the
statutory federal income tax rate of 35% in each of the 2002 and 2001 periods
presented primarily due to certain nondeductible goodwill amortization expense
in 2001 and state income taxes, partially offset by lower taxes on certain
foreign income. The Company's effective tax rate in 2002 is lower than 2001 due
to the adoption of Statement of Financial Accounting Standards ("SFAS") No. 142,
"Goodwill and Other Intangible Assets" (see "Accounting Changes") because
goodwill amortization, the majority of which is not deductible for income tax
purposes, is no longer deducted from income from continuing operations. As a
result of Coal Operations being reported as discontinued operations, the tax
benefits of percentage depletion are not reflected in the effective tax rate of
continuing operations.
17
LIQUIDITY AND CAPITAL RESOURCES
Summary of cash flows before financing activities:
Six Months Ended June 30
(In millions) 2002 2001
- -------------------------------------------------------------------------------------------------------------------
Operating activities:
Before changes in operating assets
and liabilities $ 171.7 143.2
Changes in assets and liabilities (42.3) (26.9)
Discontinued operations (42.3) (21.9)
- -------------------------------------------------------------------------------------------------------------------
Operating activities 87.1 94.4
Investing activities:
Capital and aircraft heavy maintenance
expenditures (101.5) (102.3)
Other 3.6 (6.2)
Discontinued operations (17.0) (5.3)
- -------------------------------------------------------------------------------------------------------------------
Investing activities (114.9) (113.8)
- -------------------------------------------------------------------------------------------------------------------
Cash flows before financing activities $ (27.8) (19.4)
- -------------------------------------------------------------------------------------------------------------------
Operating activities
Cash provided by operating activities was $7.3 million lower in the first half
of 2002 compared to the same period in 2001 as $25.7 million higher income from
continuing operations was more than offset by higher cash used for discontinued
operations and working capital needs. The first half of 2002 reflected increases
in accounts receivable at Brink's and BAX Global, partially offset by increases
in accounts payable at Brink's and BHS. The first half of 2001 reflected a
decrease in accounts receivable and accounts payable at BAX Global. Higher cash
used by the Company's discontinued Coal Operations in 2002 was primarily related
to an increase in inventory levels in the first quarter of 2002.
Investing activities
Capital expenditures for the first half of 2002 of $87.6 million were $8.4
million lower than for the same period in 2001. Of the 2002 capital
expenditures, $33.5 million was spent by Brink's, $40.7 million was spent by
BHS, $9.8 million was spent by BAX Global and $3.6 million was spent by Other
Operations. Lower capital expenditures in 2002 as compared to 2001 were
primarily due to a reduction in spending on major information technology
initiatives at BAX Global in the first half of 2002.
Aircraft heavy maintenance expenditures increased $7.6 million during the first
six months of 2002 to $13.9 million as compared to the same period of 2001 as a
result of the timing of regularly scheduled maintenance for airplanes. The
Company expects to spend between $28 million and $32 million on aircraft heavy
maintenance in 2002.
Capital expenditures for continuing operations in 2002 are currently expected to
range from $190 million to $210 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. The increase in investing activities for the discontinued
operations reflects spending in the first half of 2002 on the development of a
deep mine in order to improve the marketability of certain coal assets.
18
The Company's consolidated cash flows before financing activities depends on
each of the operating segments' cash flows.
Six Months Ended June 30
(In millions) 2002 2001
- --------------------------------------------------------------------------------------------------------------
Cash flows before financing activities:
Brink's $ 9.5 3.8
BHS 24.2 17.6
BAX Global (2.3) (13.0)
Corporate and Other Operations 0.1 (0.6)
Discontinued operations (59.3) (27.2)
- --------------------------------------------------------------------------------------------------------------
Cash flows before financing activities $ (27.8) (19.4)
- --------------------------------------------------------------------------------------------------------------
The increase in cash flows before financing activities at Brink's was primarily
due to an improvement in operating performance in the 2002 period versus the
2001 period, partially offset by cash used to fund working capital needs,
primarily in the form of increased receivables. BHS' cash flows before financing
activities increased primarily due to an improvement in operating performance in
2002 and an increase in cash provided by working capital in the 2002 period,
principally in the form of higher payables, driven by cash management strategies
implemented during the first half of 2002. The increase in cash flows before
financing activities at BAX Global in 2002 over 2001 is primarily due to
improved operating results and lower capital expenditures, partially offset by
an increased use of working capital and higher aircraft heavy maintenance
expenditures in the first six months of 2002 as compared to the same period of
2001. Discontinued operations' cash flow before financing was lower in 2002 than
2001 primarily due to a larger operating loss and higher inventory levels,
resulting from weak coal market conditions, and development spending on the
above-mentioned deep mine.
Financing activities
Net cash flows provided by financing activities were $35.9 million for 2002
compared with $15.9 million in 2001. The Company's cash provided by financing
activities are typically from short-term borrowings or from net borrowings under
the Company's revolving bank credit facility, discussed below. The Company also
borrowed $20 million in the second quarter of 2002 and $75 million in the first
quarter of 2001 under longer-term issuances of Senior Notes, also discussed
below.
The Company has a $362.5 million credit agreement with a syndicate of banks
under which it may borrow on a revolving basis up to $185.0 million over a
three-year term ending October 2003 and up to $177.5 million over a one-year
term ending October 2002. During the second half of 2002, the Company expects to
enter into a new agreement to replace these facilities. Approximately $226.2
million was available for borrowing under these facilities on June 30, 2002.
The Company has two multi-currency revolving bank credit facilities that total
$90.0 million in available credit, of which approximately one-third was
available at June 30, 2002. Various foreign subsidiaries maintain other secured
and unsecured lines of credit and overdraft facilities with a number of banks.
Borrowings outstanding under these agreements are included in short-term
borrowings.
The Company completed a $20.0 million private placement of 7.17% Senior Notes in
April 2002 with maturities ranging from four to six years. The Company also has
$75.0 million of Senior Notes that were issued in the first quarter of 2001 that
are due in 2005 through 2008. The Company has the option to prepay all or a
portion of the Notes prior to maturity with a prepayment penalty. The proceeds
of the Notes were used to repay a portion of the Company's U.S. revolving bank
credit facility in each year.
The U.S. revolving bank credit facility, the agreements 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. A failure to
comply with the terms of one of these loan agreements could result in the
acceleration of the repayment terms in that agreement as well as in the
Company's other loan agreements.
19
Other
Due to the continuing weak performance of U.S. and international investment
markets during 2002, the Company may elect to make voluntary contributions to
its primary U.S. pension plan trust during the second half of 2002. In addition,
if investment markets do not show substantial improvement in the second half of
2002, the Company expects its pension plan expenses will increase in 2003. The
amount of change in expenses, if any, can not be estimated prior to the
completion of the annual reevaluation of actuarial assumptions and the
determination of year end pension trust asset values.
During the first quarter of 2002, certain of Brink's French operating
subsidiaries upgraded information systems used to bill customers and to record
revenues. During the upgrade process, the subsidiaries billed customers on a
delayed basis and recognized revenues using estimates of services performed. The
subsidiaries have been adjusting their customer billings and revenues for
differences between the estimated billings and actual billings during the second
quarter of 2002 and are expected to complete such billing adjustments during the
second half of 2002. The Company does not expect these adjustments to customer
billings and revenues to be material. Largely as the result of delays associated
with the process, receivables at Brink's French subsidiaries were $42.1 million
higher at June 30, 2002 than at December 31, 2001.
BAX Global has submitted a claim for relief, approximating $9 million, to the
U.S. government pursuant to the Air Transportation Safety and System
Stabilization Act. There can be no assurance that BAX Global will receive any
relief pursuant to the Act. If BAX Global is granted any such relief, the amount
received could differ significantly from the amount requested. Further, BAX
Global does not know when the U.S. government will make any decisions with
respect to relief for BAX Global. Due to these uncertainties, the Company has
not recognized any gains related to the relief in its consolidated financial
statements.
Market risks and hedging and derivative activities
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
diversity of foreign operations helps to mitigate a portion of the impact that
foreign currency rate fluctuations may have in any one country on the
consolidated translated results. The Company's risk management program considers
this favorable diversification effect as it measures the Company's exposure to
financial markets and as appropriate, seeks to reduce the potentially adverse
effects that the volatility of certain markets may have on its operating
results. The Company has not had any material change in its market risk
exposures since December 31, 2001.
Capitalization
As of June 30, 2002, the Company had the remaining 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 its $31.25 Series C Cumulative Convertible
Preferred Stock (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. No purchases were made under the authority during the first
six months of 2002.
In July 2002, the Company announced that it will redeem all 21,433 outstanding
shares of the Convertible Preferred Stock on August 15, 2002 at an aggregate
redemption price of $11.0 million, or $512.67 per share, including accrued and
unpaid dividends up to the redemption date. Following the redemption, the
Company will have no Convertible Preferred Stock outstanding and, therefore
dividends on the Convertible Preferred Stock will cease to accrue. As a result
of the premium paid in conjunction with the redemption, the Company expects
diluted earnings per common share will be reduced by $0.01 per share in the
third quarter of 2002.
20
Dividends
During the first half of 2002 and 2001, the Company paid cash dividends of $2.5
million and $2.4 million, respectively, on Pittston Common Stock. Dividends paid
on the Company's preferred stock in the first half of 2002 and 2001 were $0.3
million in each period. Future dividends, if any, on the Company's common stock
are dependent on the earnings, financial condition, cash flow and business
requirements of the Company, as determined by the Company's Board of Directors
(the "Board"). On July 12, 2002, the Board declared its regular quarterly
dividend of $0.025 per share on its common stock, payable during the third
quarter of 2002.
Accounting changes
The Company adopted Statement of Financial Accounting Standards ("SFAS") No.
142, "Goodwill and Other Intangible Assets," in the first quarter of 2002 and,
in accordance with the new standard, goodwill and intangible assets with
indefinite useful lives are no longer amortized, but are tested for impairment
at least annually. The Company's goodwill amortization for the second quarter
and first half of 2001 was $1.7 million and $3.5 million, respectively ($0.03
and $0.07 per diluted share) including tax effects. The Company completed the
transitional goodwill impairment test during the second quarter of 2002 with no
impairment charges resulting.
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 and for 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. The Company adopted
SFAS No. 144 beginning January 1, 2002 with no current effect on the Company's
Consolidated Financial Statements.
Pending accounting change
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. 146, "Accounting for Costs Associated with Exit or Disposal
Activities," was issued in June 2002 and applies to costs associated with an
exit activity (including restructuring) or with a disposal of long-lived assets.
This statement nullifies Emerging Issues Task Force Issue No. 94-3, "Liability
Recognition for Certain Employee Termination Benefits and Other Costs to Exit an
Activity (including Certain Costs Incurred in a Restructuring)." Under SFAS No.
146, a commitment to a plan to exit an activity or dispose of long-lived assets
will no longer be enough to record a charge for most anticipated costs. Instead,
a liability for costs associated with an exit or disposal activity will be
recorded when that liability is incurred and can be measured at fair value. SFAS
No. 146 also revises accounting for specified employee and contract terminations
that are part of restructuring activities. SFAS No. 146 will be effective for
exit or disposal activities initiated after December 31, 2002, with early
application encouraged.
21
Forward-looking information
Certain of the matters discussed herein, including statements regarding the
timing and outcome of the disposal of the coal business, assets expected to be
disposed of, expected proceeds from the disposal of the coal business, the
retention of certain assets and liabilities following the disposal of the coal
assets, the Company's ongoing expenses associated with its Coal Operations, the
impact of SFAS No. 143 on the Company's results of operations and financial
position, the timing of funding and source of funds for the VEBA, the amount and
timing of additional FBLET refunds, if any, the effects of economic and
competitive pressures in Latin America on Brink's operating profits, the
expectation that Latin America will remain a profitable region overall for
Brink's, the timing of the payment of fleet charges and station and other costs
relating to the BAX Global restructuring, the outcome of the proposed
transaction with respect to the Company's gold operations, projected aircraft
heavy maintenance expenses and capital spending, the replacement of the
Company's U.S. revolving credit facility, possible contributions to the
Company's primary U.S. pension plan trust, potential increases in pension
expenses in 2003 compared to 2002, the impact of the Convertible Preferred Stock
redemption on diluted earnings per share, the timing and impact of the expected
adjustments to Brink's subsidiaries' customer bills in France, the granting of
relief to BAX Global pursuant to the Air Transportation Safety and System
Stabilization Act involve forward-looking information which is subject to known
and unknown risks, uncertainties, and contingencies, many of which are beyond
the control of the Company and its subsidiaries, that could cause actual
results, performance or achievements to differ materially from those that are
anticipated. Such risks, uncertainties and contingencies include, but are not
limited to, the ultimate outcome of efforts to sell the coal business, the
satisfaction of various conditions to the consummation of the sale of coal
mining assets and reserves in West Virginia, including the receipt of various
consents and the approval of the transaction by the buyer's lenders, the
completion of sales of coal assets on mutually agreeable terms, the parties that
purchase the coal assets, variations in the price of coal, variations in the
number of people entitled to retiree medical benefits arising from Coal
Operations, the position taken by governmental entities with respect to the
timing and amount of additional FBLET refunds, if any, the economy, political
conditions and performance of Brink's competitors in Latin America, the
execution of a definitive agreement with respect to the sale of the Company's
gold operations and the satisfaction of significant conditions to such sale, any
changes in accounting principles generally accepted in the United States of
America with respect to the recognition of losses, the allocation of funds to
pay the costs relating to the BAX Global restructuring, the commercial lending
market, the willingness of the leaders in the Company's current lending group to
continue to make credit available to the Company, the ability of the Company to
increase participation in the lending group, the performance in the second half
of the year of the various markets in which the Company's primary U.S. pension
plan trust is invested, results of the reevaluation of actuarial assumptions and
the determination of year end pension trust asset values for the Company's
primary U.S. pension plan, the manner in which the Convertible Preferred Stock
is accounted for, the ability of certain of Brink's subsidiaries in France to
realize the full amount of accounts receivable, net of allowance for doubtful
accounts, decisions by the U.S. government with respect to the allocation of
funds to BAX Global pursuant to the Air Transportation Safety and System
Stabilization Act, the expansion of any of the operating segments into new
markets, overall economic and business conditions, the domestic and
international demand for the Company's products and services, pricing and other
competitive factors in the Company's businesses, labor relations, new government
regulations and legislative initiatives (particularly with respect to BAX Global
and its lift providers), variations in costs or expenses and performance delays
by any public or private sector supplier, service provider or customer.
22
Part II - Other Information
Item 2. Changes in Securities and Use of Proceeds
On April 11, 2002, the Company issued $20 million of 7.17%
Senior Notes with maturities ranging from four to six years
("Notes") in a private placement. The Notes were offered
and sold solely to a limited number of institutional
investors and were exempt from registration under Section
4(2) of the Securities Act of 1933. Proceeds were used to
repay borrowings under a bank credit facility.
Item 4. Submission of Matters to a Vote of Security Holders
- ------ ---------------------------------------------------
(a) The Registrant's annual meeting of shareholders was held on May 3, 2002.
(b) Not required.
(c) The following person was elected for a term expiring in 2003, by the
following vote:
For Withheld
---------------------------------------------
William F. Craig 46,092,720 1,364,313
The following person was elected for a term expiring in 2004, by the
following vote:
For Withheld
---------------------------------------------
Gerald Grinstein 46,158,674 1,298,359
The following persons were elected for terms expiring in 2005, by the
following votes:
For Withheld
----------------------------------------------
Marc C. Breslawsky 46,150,745 1,306,288
Michael T. Dan 46,501,931 955,102
Ronald M. Gross 46,162,711 1,294,322
The selection of KPMG LLP as independent certified public accountants
to audit the accounts of the Registrant and its subsidiaries for the
year 2002 was approved by the following vote:
For Against Abstentions
- --------------------------------------------------------------------------------
45,361,722 2,043,897 51,432
23
Item 5. Other Information
Changes in The Savings-Investment Plan of The Pittston
Company and Its Subsidiaries
The Savings-Investment Plan of The Pittston Company and Its
Subsidiaries (the "Plan") provides that the Company will
match (the "Matching Contribution") a portion of employee
contributions with contributions of Pittston Brink's Group
Common Stock ("Pittston Common Stock") and that the Matching
Contributions will vest over time. Historically, a
participant in the Plan has been permitted to direct the
sale of some or all of the vested portion of the Matching
Contribution and roll the proceeds into other permitted
investments once the participant reached age 55. Effective
September 1, 2002, any or all participants will be entitled
to direct the sale of the vested portion of the Matching
Contribution without regard to the participant's age. As of
June 30, 2002, approximately 2.0 million vested shares of
Matching Contributions were held by approximately 7,200
participants under age 55.
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits:
Exhibit
Number
10 Amendment No. 1 to Employment Agreement, between the Registrant and
Michael T. Dan
(b) Report on Form 8-K filed on April 1, 2002, with respect to temporary
coal production cutbacks in response to adverse market conditions.
24
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
THE PITTSTON COMPANY
August 14, 2002 By: /s/ Robert T. Ritter
---------------------------------
Robert T. Ritter
(Vice President -
Chief Financial Officer)
25
EXHIBIT INDEX
-------------
Exhibit Number
- --------------
10 Amendment No. 1 to Employment Agreement,
between the Registrant and Michael T. Dan
26
Exhibit 10
AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT
AMENDMENT No. 1 to Employment Agreement dated as of May 4, 1998, (the
"Employment Agreement"), between The Pittston Company, a Virginia corporation
(the "Company"), Brink's, Incorporated, a Delaware corporation ("Brink's") and
Michael T. Dan, residing at 3206 Monument Avenue, Richmond, Virginia (the
"Executive").
The Company and the Employee agree to amend the Employment Agreement as
follows:
1. The first sentence of the second paragraph of Section 1 of the
Employment Agreement is hereby amended by substituting the date "March 31, 2007"
for the date "February 5, 2003."
2. The first sentence of Section 3(a) of the Employment Agreement is hereby
amended by substituting the phrase "eight hundred eighty-four thousand
($884,000)" for the phrase "five hundred twenty-five thousand ($525,000)."
3. A new Section 4(g) of the Employment Agreement is added as follows:
"The Executive's former wife shall continue to participate in the Company's
group medical plan offered from time to time, if any, as if she were his spouse.
Nothwithstanding anything to the contrary in this Agreement, upon termination of
the Executive for any reason, including, without limitation, his death or
disability or expiration of this Agreement, his former wife shall be eligible to
fully participate, solely at her own expense, in the Company's group medical
plan offered from time to time, if any, until she elects to retire under the
Company's Pension-Retirement Plan. The
1
Company also will provide group medical benefits to the Executive's former wife
under the Retiree Health Care Program of the Company, subject to normal retiree
contributions to the cost of maintaining her participation in such plan, on the
same basis made available to other eligible retirees of the Company (or their
spouses) subject to the Company's right to terminate or to modify such program
from time to time."
4. The first sentence of Section 5 of the Employment Agreement is hereby
amended by substituting the phrase "three years" for the phrase "one year."
5. The first sentence of Section 6(i) of the Employment Agreement is hereby
amended by substituting the phrase "three years" for the phrase "one year."
6. Section 12 of the Employment Agreement is hereby amended by deleting the
address of the Company and substituting the following address:
1801 Bayberry Court
P.O. Box 18100
Richmond, Virginia 23226-8100
Attention: Corporate Secretary
7. Except as hereinabove provided, the Employment Agreement shall remain in
full force and effect.
IN WITNESS WHEREOF, the parties have executed this Amendment No. 1 as of
March 8, 2002.
THE PITTSTON COMPANY
By: /s/ Frank T. Lennon 3/18/02
--------------------------------------------
Frank T. Lennon Date
Vice President - Human Resources
and Administration
2
BRINK'S, INCORPORATED
By: /s/ Mari Jo Flanagan
---------------------------------------------
Mari Jo Flanagan Date
Vice President
APPROVED:
/s/ Roger G. Ackerman /s/ Michael T. Dan
- ---------------------------- ------------------------------------------------
Roger G. Ackerman Michael T. Dan Date
Chairman, Compensation and
Benefits Committee of the
Board of Directors
3