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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2004
[ ] 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 BRINK'S COMPANY
-------------------- --------------------
(Exact name of registrant as specified in its charter)
Virginia 54-1317776
----------------------------- ------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1801 Bayberry Court, Richmond, Virginia 23226-8100
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (804) 289-9600
--------------
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 whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Exchange Act). Yes X No ___
As of August 9, 2004, 56,743,586 shares of $1 par value common stock were
outstanding.
Part I - Financial Information
- ------------------------------
The Brink's Company
and subsidiaries
Consolidated Balance Sheets
June 30, December 31,
(In millions) 2004 2003
- ------------------------------------------------------------------------------------------------------------------
(Unaudited)
ASSETS
Current assets:
Cash and cash equivalents $ 145.4 128.7
Accounts receivable, net 621.5 580.3
Prepaid expenses and other 64.4 59.8
Deferred income taxes 79.3 91.7
- ------------------------------------------------------------------------------------------------------------------
Total current assets 910.6 860.5
Property and equipment, net 861.4 873.2
Goodwill, net 247.9 244.1
Investments held by Voluntary Employees' Beneficiary
Association trust ("VEBA") (see note 1) - 105.2
Deferred income taxes 275.7 282.7
Other assets 181.0 182.9
- ------------------------------------------------------------------------------------------------------------------
Total assets $ 2,476.6 2,548.6
==================================================================================================================
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Short-term borrowings $ 41.7 35.8
Current maturities of long-term debt 32.4 17.2
Accounts payable 299.7 286.9
Accrued liabilities 539.2 504.2
- ------------------------------------------------------------------------------------------------------------------
Total current liabilities 913.0 844.1
Long-term debt 163.2 221.5
Accrued pension costs 92.6 86.6
Postretirement benefits other than pensions (see note 1) 345.6 504.2
Deferred revenue 134.7 130.7
Deferred income taxes 30.0 26.5
Other liabilities 250.9 239.4
- ------------------------------------------------------------------------------------------------------------------
Total liabilities 1,930.0 2,053.0
Commitments and contingent liabilities (notes 4 and 8)
Shareholders' equity:
Common stock 56.8 54.3
Capital in excess of par value 459.7 383.0
Retained earnings 278.9 237.2
Accumulated other comprehensive loss (179.3) (164.9)
Employee benefits trust, at market value (69.5) (14.0)
- ------------------------------------------------------------------------------------------------------------------
Total shareholders' equity 546.6 495.6
- ------------------------------------------------------------------------------------------------------------------
Total liabilities and shareholders' equity $ 2,476.6 2,548.6
==================================================================================================================
See accompanying notes to consolidated financial statements.
2
The Brink's Company
and subsidiaries
Consolidated Statements of Operations
(Unaudited)
Three Months Six Months
Ended June 30, Ended June 30,
(In millions, except per share amounts) 2004 2003 2004 2003
- ----------------------------------------------------------------------------------------------------------------------
Revenues $ 1,131.5 960.6 2,226.0 1,889.5
Expenses:
Operating expenses 958.5 827.6 1,888.4 1,634.2
Selling, general and administrative expenses 137.5 125.3 271.9 250.1
- ----------------------------------------------------------------------------------------------------------------------
Total expenses 1,096.0 952.9 2,160.3 1,884.3
Other operating income, net 2.3 5.5 5.8 8.0
- ----------------------------------------------------------------------------------------------------------------------
Operating profit 37.8 13.2 71.5 13.2
Interest expense (5.8) (6.7) (11.6) (12.8)
Interest and other income (expense), net (0.1) 4.1 4.3 5.9
Minority interest (1.4) (1.8) (4.7) (2.6)
- ----------------------------------------------------------------------------------------------------------------------
Income from continuing operations
before income taxes 30.5 8.8 59.5 3.7
Provision for income taxes 17.9 3.2 29.7 1.3
- ----------------------------------------------------------------------------------------------------------------------
Income from continuing operations 12.6 5.6 29.8 2.4
- ----------------------------------------------------------------------------------------------------------------------
Income from discontinued operations, net of tax 6.0 0.5 14.6 2.0
- ----------------------------------------------------------------------------------------------------------------------
Net income $ 18.6 6.1 44.4 4.4
======================================================================================================================
Net income per common share:
Basic:
Continuing operations $ 0.23 0.11 0.55 0.05
Discontinued operations 0.11 - 0.27 0.03
- ----------------------------------------------------------------------------------------------------------------------
$ 0.34 0.11 0.82 0.08
======================================================================================================================
Diluted:
Continuing operations $ 0.23 0.11 0.54 0.05
Discontinued operations 0.11 - 0.27 0.03
- ----------------------------------------------------------------------------------------------------------------------
$ 0.34 0.11 0.81 0.08
======================================================================================================================
Cash dividends paid per common share $ 0.025 0.025 0.05 0.05
======================================================================================================================
See accompanying notes to consolidated financial statements.
3
The Brink's Company
and subsidiaries
Consolidated Statements of Cash Flows
(Unaudited)
Six Months
Ended June 30,
(In millions) 2004 2003
- ----------------------------------------------------------------------------------------------------------------
Cash flows from operating activities:
Net income $ 44.4 4.4
Adjustments to reconcile net income to net cash provided by operating activities:
Income from discontinued operations, net of tax (14.6) (2.0)
Depreciation and amortization 85.3 82.0
Impairment charges from subscriber disconnects 18.9 16.1
Amortization of deferred revenue (12.7) (12.2)
Aircraft heavy maintenance expense 13.3 10.3
Deferred income taxes 17.1 3.6
Provision for uncollectible accounts receivable 2.5 (2.9)
Postretirement benefit funding (more) less than expense:
Pension 18.4 13.2
Other than pension (3.3) 4.4
Other operating, net 8.8 6.7
Changes in operating assets and liabilities, net of effects of acquisitions:
Accounts receivable (54.3) 33.6
Accounts payable and accrued liabilities 26.3 (32.8)
Deferred subscriber acquisition costs (9.4) (8.9)
Deferred revenue from new subscribers 16.8 13.2
Prepaid and other current assets (13.7) (18.3)
Other, net (10.1) (6.6)
Discontinued operations, net 0.2 11.4
- ----------------------------------------------------------------------------------------------------------------
Net cash provided by operating activities 133.9 115.2
- ----------------------------------------------------------------------------------------------------------------
Cash flows from investing activities:
Capital expenditures (99.5) (93.9)
Aircraft heavy maintenance expenditures (10.9) (10.2)
Proceeds from disposal of:
Timber business 33.7 -
Less purchase of equipment formerly leased (6.2) -
Gold business 1.1 -
Property and equipment and other assets 7.0 3.4
Monetization of notes receivable related to sale of coal business - 26.0
Contribution to Voluntary Employees' Beneficiary Association - (32.0)
Acquisitions (11.9) (4.5)
Other, net (5.2) (3.0)
Discontinued operations, net (0.8) (4.1)
- ----------------------------------------------------------------------------------------------------------------
Net cash used by investing activities (92.7) (118.3)
- ----------------------------------------------------------------------------------------------------------------
Cash flows from financing activities:
Long term debt:
Additions 29.0 40.4
Repayments (69.7) (48.7)
Short-term borrowings, net 10.9 44.1
Dividends (2.7) (2.6)
Proceeds from exercise of stock options 11.4 0.1
Other 0.2 0.1
- ----------------------------------------------------------------------------------------------------------------
Net cash provided (used) by financing activities (20.9) 33.4
- ----------------------------------------------------------------------------------------------------------------
Effect of exchange rate changes on cash (3.6) 5.4
- ----------------------------------------------------------------------------------------------------------------
Net increase in cash and cash equivalents 16.7 35.7
Cash and cash equivalents at beginning of period 128.7 102.3
- ----------------------------------------------------------------------------------------------------------------
Cash and cash equivalents at end of period $ 145.4 138.0
================================================================================================================
See accompanying notes to consolidated financial statements.
4
THE BRINK'S COMPANY
and Subsidiaries
Notes to Consolidated Financial Statements
(Unaudited)
Note 1 - Basis of presentation
The Brink's Company (along with its subsidiaries, the "Company") has three
operating segments:
o Brink's, Incorporated ("Brink's")
o Brink's Home Security, Inc. ("BHS")
o BAX Global Inc. ("BAX Global")
The Company has significant liabilities associated with its former coal
operations and expects to have significant ongoing expenses and cash outflows
related to these operations.
Effective January 1, 2004, the Company restricted the use of the assets held by
its Voluntary Employees' Beneficiary Association trust ("VEBA") to pay only
obligations of its coal-related retiree medical plan and, accordingly, began
accounting for the VEBA as a plan asset in accordance with Statement of
Financial Accounting Standards ("SFAS") No. 106, "Employers' Accounting for
Postretirement Benefits Other Than Pensions." These investments were previously
accounted for as available-for-sale securities under SFAS No. 115, "Accounting
for Certain Investments in Debt and Equity Securities." Accordingly, the
investments held by the VEBA were reflected as assets through December 31, 2003.
Since January 1, 2004, the carrying value of the VEBA is reflected as a direct
offset to the liability within Postretirement benefits other than pensions on
the Company's balance sheet. At June 30, 2004 the carrying value of the VEBA was
approximately $110 million.
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 interim periods are not necessarily
indicative of the results that may be expected for the full year. For further
information, refer to the Company's Annual Report on Form 10-K for the year
ended December 31, 2003.
Pro forma earnings per share
The Company accounts for its share-based compensation plans using the intrinsic
value method prescribed in Accounting Principles Board Opinion No. 25,
"Accounting for Stock Issued to Employees" and related interpretations.
Accordingly, since options are granted with an exercise price equal to the
market price of the stock on the date of grant, the Company has not recognized
any compensation expense related to its stock option plans.
5
Had compensation costs for share-based compensation plans been determined based
on the fair value of awards at the grant dates consistent with the optional
recognition provision of SFAS No. 123, "Accounting for Stock Based
Compensation," net income per share would have approximated the pro forma
amounts indicated below:
Three Months Six Months
Ended June 30, Ended June 30,
2004 2003 2004 2003
- ---------------------------------------------------------------------------------------------------------------
Net income (in millions):
As reported $ 18.6 6.1 44.4 4.4
Less: share-based compensation expense determined
under fair value method, net of related tax effects (0.9) (1.2) (1.4) (2.3)
- ---------------------------------------------------------------------------------------------------------------
Pro forma $ 17.7 4.9 43.0 2.1
===============================================================================================================
Net income per share:
Basic, as reported $ 0.34 0.11 0.82 0.08
Basic, pro forma 0.33 0.09 0.80 0.04
Diluted, as reported $ 0.34 0.11 0.81 0.08
Diluted, pro forma 0.32 0.09 0.79 0.04
- ---------------------------------------------------------------------------------------------------------------
The fair value of each stock option grant has been estimated at the time of the
grant using the Black-Scholes option-pricing model. Pro forma net income and per
share disclosures are computed by amortizing the estimated fair value of the
grants over option vesting periods. If a different option-pricing model had been
used, results may have been different.
The assumptions used and the resulting weighted-average grant-date estimates of
fair value for options granted are as follows:
Six Months Ended
June 30, 2004
- -----------------------------------------------------------------------
Options granted:
In millions 0.1
Weighted average exercise price $ 24.48
Assumptions:
Expected dividend yield 0.5%
Expected volatility 31%
Risk-free interest rate 2.4%
Expected term (in years) 3.4
Fair value estimates:
In millions $ 0.6
Per share $ 6.01
- -----------------------------------------------------------------------
6
The Company granted options for 0.8 million shares in July 2004 with a weighted
average exercise price of $32.71 per share. In addition, options for 0.2 million
shares with an average exercise price of $38.17 per share terminated in July
2004 without being exercised.
Note 2 - Earnings per share
Basic and diluted weighted average share information used to compute the
Company's earnings per share was as follows:
Three Months Six Months
Ended June 30, Ended June 30,
(In millions) 2004 2003 2004 2003
- --------------------------------------------------------------------------------------------------------------
Basic weighted average common shares outstanding 54.4 53.0 54.1 52.8
Effect of dilutive stock options 0.7 - 0.7 0.1
- --------------------------------------------------------------------------------------------------------------
Diluted weighted average common shares outstanding 55.1 53.0 54.8 52.9
==============================================================================================================
Antidilutive stock options excluded from computation 0.3 3.1 0.3 3.3
==============================================================================================================
During the first six months of 2004, 0.6 million shares of common stock were
issued as a result of the exercise of stock options, of which 0.4 million shares
were issued in the second quarter of 2004.
Unallocated shares of the Company's common stock held by The Brink's Company
Employee Benefits Trust (the "Trust") are treated as treasury shares for
earnings per share purposes. Accordingly, such shares are excluded from earnings
per share calculations. The Trust held 2.0 million shares at June 30, 2004 and
1.1 million shares at June 30, 2003.
7
Note 3 - Pension and other postretirement benefits
Pension
The Company has defined benefit pension plans covering substantially all U.S.
non-union employees who meet certain minimum requirements. The Company also has
other defined benefit plans for eligible non-U.S. employees. The net pension
cost for the Company's pension plans in the second quarter and first six months
of 2004 and 2003 was as follows:
U.S. Plans Non-U.S. Total
- ---------------------------------------------------------------------------------------------------------------
(In millions) 2004 2003 2004 2003 2004 2003
- ---------------------------------------------------------------------------------------------------------------
Three months ended June 30,
Service cost $ 5.6 5.6 2.1 1.9 7.7 7.5
Interest cost on projected benefit obligation 10.3 9.5 2.3 2.0 12.6 11.5
Return on assets - expected (12.4) (12.2) (2.1) (1.9) (14.5) (14.1)
Other amortization, net 3.6 1.6 0.7 0.8 4.3 2.4
- ---------------------------------------------------------------------------------------------------------------
Net pension cost $ 7.1 4.5 3.0 2.8 10.1 7.3
===============================================================================================================
Six months ended June 30,
Service cost $ 12.3 11.7 4.3 3.7 16.6 15.4
Interest cost on projected benefit obligation 20.6 19.5 4.7 3.9 25.3 23.4
Return on assets - expected (24.8) (24.6) (4.3) (3.7) (29.1) (28.3)
Other amortization, net 7.3 4.1 1.6 1.5 8.9 5.6
- ---------------------------------------------------------------------------------------------------------------
Net pension cost $ 15.4 10.7 6.3 5.4 21.7 16.1
===============================================================================================================
Based on December 31, 2003 data, assumptions and funding regulations, the
Company does not expect to be required to make a contribution to the primary
U.S. plan for the 2004 plan year. The Company made a discretionary contribution
of $11 million to its U.S. pension plan in July 2004 for the 2003 plan year. No
decision has been made as to whether or not other voluntary contributions will
be made this year.
8
Other postretirement benefits
Company-Sponsored Plans
The Company provides certain postretirement health care and life insurance
benefits (the "Company-sponsored plans") for eligible active and retired
employees in the U.S. and Canada of the Company's current and former businesses,
including eligible participants of the former coal operations (the
"coal-related" plans). The components of net periodic postretirement costs
related to Company-sponsored plans were as follows:
Coal-related plans Other plans Total
- ----------------------------------------------------------------------------------------------------------------
(In millions) 2004 2003 2004 2003 2004 2003
- ----------------------------------------------------------------------------------------------------------------
Three months ended June 30,
Service cost $ - - 0.4 0.2 0.4 0.2
Interest cost on accumulated
postretirement benefit
obligations ("APBO") 8.0 8.4 0.5 0.2 8.5 8.6
Return on assets - expected (2.3) - - - (2.3) -
Amortization of losses 3.3 3.7 0.1 - 3.4 3.7
- ----------------------------------------------------------------------------------------------------------------
Net postretirement benefit costs $ 9.0 12.1 1.0 0.4 10.0 12.5
================================================================================================================
Six months ended June 30,
Service cost $ - - 0.6 0.4 0.6 0.4
Interest cost on accumulated
postretirement benefit
obligations ("APBO") 16.2 17.1 0.9 0.6 17.1 17.7
Return on assets - expected (4.6) - - - (4.6) -
Amortization of losses 6.8 7.2 0.1 - 6.9 7.2
- ----------------------------------------------------------------------------------------------------------------
Net postretirement benefit costs $ 18.4 24.3 1.6 1.0 20.0 25.3
================================================================================================================
As discussed in note 1, the Company began accounting for assets held by its VEBA
as plan assets for the Company-sponsored coal-related plans in 2004. The Company
expects to make a discretionary contribution of $50 million in the third quarter
of 2004 to this VEBA.
The Company's coal-related retiree medical plan is expected to qualify for a
federal subsidy introduced as part of the Medicare Prescription Drug,
Improvement and Modernization Act of 2003. As a result, the Company included an
actuarial gain in its estimate of the December 31, 2003 projected benefit
obligation. This resulted in a $2.9 million reduction in the Company's
postretirement benefit expense in the first half of 2004 compared to what it
would have been otherwise. The effect on the full year is expected to be $5.8
million.
9
Pneumoconiosis (Black Lung) Benefits
The Company is self-insured with respect to almost all black lung benefits. The
components of net periodic postretirement benefit costs related to black lung
benefits were as follows:
Three Months Six Months
Ended June 30, Ended June 30,
(In millions) 2004 2003 2004 2003
- --------------------------------------------------------------------------------------------
Interest cost on APBO $ 0.8 1.1 1.8 2.1
Amortization of losses and other 0.4 0.3 0.9 0.8
- --------------------------------------------------------------------------------------------
Net periodic postretirement costs $ 1.2 1.4 2.7 2.9
============================================================================================
Note 4 - Discontinued operations
Three Months Six Months
Ended June 30, Ended June 30,
(In millions) 2004 2003 2004 2003
- -----------------------------------------------------------------------------------------------------
Gain (loss) on sales of:
Timber $ 1.9 - 20.7 -
Gold - - (0.9) -
Results from operations:
Natural Gas - 5.9 - 8.9
Timber - - (0.5) 0.2
Gold - (1.8) (1.2) (1.9)
Adjustments to contingent liabilities of
former operations:
Withdrawal liability 8.1 (3.0) 8.1 (3.0)
Other (0.7) - (3.6) (0.6)
- -----------------------------------------------------------------------------------------------------
Income from discontinued operations before
income taxes 9.3 1.1 22.6 3.6
Income tax expense 3.3 0.6 8.0 1.6
- -----------------------------------------------------------------------------------------------------
Income from discontinued operations $ 6.0 0.5 14.6 2.0
=====================================================================================================
Gain (loss) on sales
Timber
In December 2003, the Company sold a portion of its timber business for $5.4
million in cash and recognized a $4.8 million pretax gain in discontinued
operations. An additional $33.7 million was placed in escrow pending the
completion of certain actions. The Company received $31.8 million from escrow in
January 2004 for the remaining portion of its timber business. After deducting
the book value of related assets and the payment of $6.2 million in January 2004
to purchase equipment formerly leased, the Company has recognized a $20.7
million pretax gain in discontinued operations in the first half of 2004,
including $1.9 million in the second quarter of 2004 as the final cash payment
was released from escrow.
Gold
In February 2004 the Company completed the sale of its gold operations for
approximately $1.1 million in cash plus the assumption of liabilities and
recognized a $0.9 million loss.
10
Results of operations
In addition to the sales of timber and gold businesses, the Company sold its
natural gas business in 2003. The results of operations of these businesses
through the date of the related sale have been classified as discontinued
operations for all periods presented.
Adjustments to contingent liabilities of former operations
Withdrawal Liability
The Company participates in the United Mine Workers of America ("UMWA") 1950 and
1974 pension plans, but expects to ultimately withdraw from these plans. Upon
withdrawal from the plans, the Company must pay the plans a portion of any
underfunded liability of the plans, in accordance with the terms of the plans.
The Company's obligation is based on several factors, including funding status
and benefit levels of the plans. The Company's share is determined based on the
plan year the Company ultimately is determined to have withdrawn from the plans.
During the second quarter of 2004, the Company revised its estimate of the plan
year in which it expects to withdraw from the plans. Based on the formula used
to determine withdrawal liabilities, the Company expects its share of the plans'
underfunded liabilities will be lower. Accordingly, the Company reduced its
estimate of the withdrawal liability by $8.1 million in the second quarter of
2004 to $43.9 million. Since the current estimate uses information on the plans'
underfunding at June 30, 2003, the Company expects the liability will change
materially in the future as revisions to the funded status of the plans and
other assumptions are changed. In the second quarter of 2003, the Company
increased its estimate of the accrual by $3.0 million to reflect changes in
estimates at that time.
Other
The Company revised its estimated loss associated with certain legal matters
related to its former coal operations and recognized $3.6 million of additional
expense in the first half of 2004 ($0.7 million in the second quarter of 2004).
Note 5 - Costs associated with exit activities
Brink's - Headquarters
In 2003, management initiated a plan to close the Brink's corporate headquarters
in Darien, Connecticut and relocate employees to either the Brink's U.S.
headquarters in Coppell, Texas or The Brink's Company headquarters in Richmond,
Virginia. The following summarizes the 2004 payments and liability for the exit
activity:
One-time Contract
Termination Termination
(In millions) Benefits Costs Other Total
- ---------------------------------------------------------------------------------------------
Balance at December 31, 2003 $ 0.3 0.6 0.2 1.1
Payments (0.3) (0.3) (0.1) (0.7)
- ---------------------------------------------------------------------------------------------
Balance at June 30, 2004 $ - 0.3 0.1 0.4
=============================================================================================
A total of $5.4 million was included primarily in selling, general and
administrative expense in the last nine months of 2003 ($0.9 million in the
second quarter of 2003) associated with the Darien closure.
11
Note 6 - Supplemental cash flow information
Six Months
Ended June 30,
(In millions) 2004 2003
- ------------------------------------------------------------------------------------------------------
Cash paid for:
Interest $ 9.7 11.6
Income taxes, net of refunds 9.7 13.3
======================================================================================================
Depreciation of property and equipment and other amortization $ 81.0 78.2
Amortization of BHS deferred subscriber acquisition costs 4.3 3.8
- ------------------------------------------------------------------------------------------------------
Total depreciation and amortization $ 85.3 82.0
======================================================================================================
Note 7 - Comprehensive income
Three Months Six Months
Ended June 30, Ended June 30,
(In millions) 2004 2003 2004 2003
- -------------------------------------------------------------------------------------------------------
Net income $ 18.6 6.1 44.4 4.4
Other comprehensive income (loss), net of
reclasses and taxes:
Foreign currency translation adjustments (7.5) 17.8 (11.5) 22.2
Cash flow hedges 0.5 1.5 0.3 4.6
Marketable securities 0.1 0.1 (2.7) 0.1
Minimum pension liability (0.5) - (0.5) -
- -------------------------------------------------------------------------------------------------------
Comprehensive income $ 11.2 25.5 30.0 31.3
=======================================================================================================
Note 8 - Contingencies
Value-added taxes and customs duties
The Company recently discovered that one of its non-U.S. Brink's, Incorporated
business units has not paid foreign customs duties and value-added taxes with
respect to the importation of certain goods and services. In addition, the
Company has been advised that there may be civil and criminal penalties asserted
for the non-payment of these custom duties and value-added taxes. At this time,
the business unit has not been notified by any governmental authority that it
may be subject to any penalties.
As a result of its ongoing investigation, the Company charged $2.1 million to
earnings in the second quarter of 2004 as follows:
Three Months Ended
(In millions) June 30, 2004
- -------------------------------------------------------------------------------------
Penalties on unpaid value-added taxes $ 0.4
Duties 0.9
- -------------------------------------------------------------------------------------
Amount charged to operating expenses 1.3
Interest expense on unpaid value-added taxes and customs duties 0.8
- -------------------------------------------------------------------------------------
$ 2.1
=====================================================================================
12
The Company evaluates many factors to determine whether it should recognize or
disclose a loss contingency, including the probability of an unfavorable outcome
and the ability to make a reasonable estimate of the amount of loss. The Company
believes that the range of probable penalties related to unpaid value-added
taxes is between $0.4 million and $3 million and that no amount within that
range is a better estimate than any other amount within the range. Accordingly,
the Company has accrued $0.4 million for these penalties.
The Company has concluded that a loss related to penalties on unpaid customs
duties is not probable. The Company believes that the range of reasonably
possible losses related to these penalties is between $0 and approximately $50
million. The Company believes that the assertion of these penalties would be
excessive and would vigorously defend against any such assertion.
The Company intends to pursue diligently the timely resolution of this matter
and, accordingly, the Company's estimate of the potential losses could change
materially in future periods. The assertion of potential penalties may be
material to the Company's financial position and results of operations. These
penalties could be asserted at any time. Although the Company has accrued $0.8
million of interest for the unpaid value-added taxes and customs duties, the
Company does not expect to be assessed interest charges in connection with any
penalties that may be asserted.
The Company's investigation is ongoing. The Company has begun implementing
measures designed to prevent similar situations in the future. The Company
believes that the circumstances giving rise to this matter are isolated to this
particular business unit.
Litigation
BAX Global is defending a claim related to the apparent diversion by a third
party of goods being transported for a customer. Although BAX Global is
defending this claim vigorously and believes that its defenses have merit, it is
possible that this claim ultimately may be decided in favor of the claimant. If
so, the Company expects that the ultimate amount of reasonably possible
unaccrued losses could range from $0 to $10 million.
Health Benefit Act
The Company is obligated to pay premiums to the United Mine Workers of America
("UMWA") Combined Benefit Fund, as described in the Company's 2003 Annual Report
on Form 10-K. At June 30, 2004, the Company has $193.1 million recorded for the
obligation, reflecting the recorded liability at December 31, 2003 less payments
made in 2004. This liability will be adjusted as new historical data is received
and assumptions used to estimate the obligation change.
Other loss contingencies
The Company also has recorded estimated liabilities for other contingent
liabilities related to former operations, including those for expected
settlement of coal-related workers' compensation claims and certain reclamation
obligations.
Federal Black Lung Excise Tax
In 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. The Company has received refunds including interest of $27.2
million in prior years ($2.8 million in the six months ended June 2003), and
continues to pursue the refund of other FBLET payments. Due to uncertainty as to
the ultimate receipt of additional amounts, if any, which could amount to as
much as $18 million (before income taxes), as well as the timing of any
additional FBLET refunds, the Company has not currently recorded receivables for
such additional FBLET refunds.
Classification
The Company records adjustments to contingent assets and liabilities that are
related to former operations within discontinued operations.
13
THE BRINK'S COMPANY
and Subsidiaries
Management's Discussion and Analysis of
Results of Operations and Financial Condition
================================================================================
Operations
================================================================================
The Brink's Company (along with its subsidiaries, the "Company") has three
operating segments:
o Brink's, Incorporated ("Brink's") Brink's offers services globally including armored car transportation,
automated teller machine ("ATM") replenishment and servicing, currency
and deposit processing including its "Cash Logistics" operations, coin
sorting and wrapping, arranging the secure air transportation of
valuables ("Global Services") and the deploying and servicing of safes
and safe control devices, including its patented CompuSafe(R) service.
o Brink's Home Security, Inc. ("BHS") BHS offers monitored security services in North America primarily for
owner-occupied, single-family residences. To a lesser extent, BHS
offers security services for commercial properties. BHS typically
installs and owns the on-site security systems and charges fees to
monitor and service the systems.
o BAX Global Inc. ("BAX Global") BAX Global provides freight transportation and supply chain management
services on a global basis, specializing in the heavy freight market
for business-to-business shipping.
The Company has significant liabilities associated with its former coal
operations and expects to have significant ongoing expenses and cash outflows
related to former coal operations. The Company has funded a portion of its
retiree benefit obligation using a Voluntary Employees' Beneficiary Association
trust (the "VEBA"). At June 30, 2004, the balance of the VEBA is reflected in
the Company's balance sheet as a reduction of the retiree benefit obligations.
14
RESULTS OF OPERATIONS
- --------------------------------------------------------------------------------
Overview
Three Months Six Months
Ended June 30, Ended June 30,
(In millions) 2004 2003 2004 2003
- --------------------------------------------------------------------------------
Income from:
Continuing operations $ 12.6 5.6 29.8 2.4
Discontinued operations 6.0 0.5 14.6 2.0
- --------------------------------------------------------------------------------
Net income $ 18.6 6.1 44.4 4.4
================================================================================
The income items in the above table are reported after tax.
Income from continuing operations improved in the second quarter and first six
months of 2004 compared to the 2003 periods due to higher operating profit at
each of the Business and Security Services segments. BAX Global's performance
rebounded from prior year losses on strong air freight volumes in the U.S. and
its operating leverage. Brink's and BHS continued to report improved operating
results.
As discussed below and in note 8 to the consolidated financial statements, the
Company recorded expense of approximately $2.1 million in the second quarter of
2004 related to unpaid value-added taxes and customs duties, including related
interest and an estimate of the penalties. At any time, the Company could be
assessed penalties materially in excess of those accrued.
Income from continuing operations was also better in 2004 due to lower expenses
for the Company's former coal operations.
Income from continuing operations improved in spite of higher corporate expense
and tax expense in the 2004 periods. The higher corporate expense was primarily
driven by costs to comply with the Sarbanes-Oxley Act of 2002. The second
quarter of 2004 included $5.2 million, net, of additional tax expense primarily
related to a newly established valuation allowance for deferred tax assets
related to one of BAX Global's European subsidiaries.
In addition, a one-time $4.4 million pretax gain was recorded in the first
quarter of 2004 upon conversion of the Company's VEBA from a general corporate
asset to one specifically restricted to pay certain coal-related postretirement
liabilities.
Discontinued operations in the first six months of 2004 include a $20.7 million
pretax gain on the sale of the timber business ($1.9 million pretax gain in the
second quarter) and the effects of revising its estimated withdrawal liability
($8.1 million income in the second quarter of 2004 and $3.0 million cost in the
second quarter of 2003). The after-tax results of operations for the natural
gas, timber and gold businesses have been classified as discontinued operations
for all periods presented.
Value-added taxes and customs duties
The Company recently discovered that one of its non-U.S. Brink's, Incorporated
business units has not paid foreign customs duties and value-added taxes with
respect to the importation of certain goods and services. In addition, the
Company has been advised that there may be civil and criminal penalties asserted
for the non-payment of these custom duties and value-added taxes. At this time,
the business unit has not been notified by any governmental authority that it
may be subject to any penalties.
15
As a result of its ongoing investigation, the Company charged $2.1 million to
earnings in the second quarter of 2004 as follows:
Three Months Ended
(In millions) June 30, 2004
- -----------------------------------------------------------------------------------
Penalties on unpaid value-added taxes $ 0.4
Duties 0.9
- -----------------------------------------------------------------------------------
Amount charged to operating expenses 1.3
Interest expense on unpaid value-added taxes and customs duties 0.8
- -----------------------------------------------------------------------------------
$ 2.1
===================================================================================
The Company evaluates many factors to determine whether it should recognize or
disclose a loss contingency, including the probability of an unfavorable outcome
and the ability to make a reasonable estimate of the amount of loss. The Company
believes that the range of probable penalties related to unpaid value-added
taxes is between $0.4 million and $3 million and that no amount within that
range is a better estimate than any other amount within the range. Accordingly,
the Company has accrued $0.4 million for these penalties.
The Company has concluded that a loss related to penalties on unpaid customs
duties is not probable. The Company believes that the range of reasonably
possible losses related to these penalties is between $0 and approximately $50
million. The Company believes that the assertion of these penalties would be
excessive and would vigorously defend against any such assertion.
The Company intends to pursue diligently the timely resolution of this matter
and, accordingly, the Company's estimate of the potential losses could change
materially in future periods. The assertion of potential penalties may be
material to the Company's financial position and results of operations. These
penalties could be asserted at any time. Although the Company has accrued
$0.8 million of interest for the unpaid value-added taxes and customs duties,
the Company does not expect to be assessed interest charges in connection with
any penalties that may be asserted.
The Company's investigation is ongoing. The Company has begun implementing
measures designed to prevent similar situations in the future. The Company
believes that the circumstances giving rise to this matter are isolated to this
particular business unit.
Consolidated Review
Three Months Six Months
Ended June 30, % Ended June 30, %
(In millions) 2004 2003 change 2004 2003 change
- -----------------------------------------------------------------------------------------------------------------
Revenues:
Brink's $ 465.3 410.7 13 $ 923.3 802.1 15
BHS 85.9 76.5 12 167.9 150.4 12
BAX Global 580.3 473.4 23 1,134.8 937.0 21
- -----------------------------------------------------------------------------------------------------------------
Revenues $ 1,131.5 960.6 18 $ 2,226.0 1,889.5 18
=================================================================================================================
Operating profit (loss):
Brink's $ 25.3 21.5 18 $ 58.1 34.6 68
BHS 19.8 17.7 12 39.2 34.4 14
BAX Global 12.4 (2.5) NM 15.5 (8.0) NM
- -----------------------------------------------------------------------------------------------------------------
Business and Security Services 57.5 36.7 57 112.8 61.0 85
Former coal operations (10.1) (17.2) 41 (22.6) (34.5) 34
Corporate (9.6) (6.3) (52) (18.7) (13.3) (41)
- -----------------------------------------------------------------------------------------------------------------
Operating profit $ 37.8 13.2 186 $ 71.5 13.2 200+
=================================================================================================================
16
The Company reported higher operating profits at each of its three Business and
Security Services segments on higher revenue in the second quarter and first six
months of 2004 compared to the prior year periods. Operating profit at Brink's
in the second quarter and first half of 2004 increased on improved performance
in the International region and in North America. Brink's operating profit for
the six months in 2004 was also higher than the prior year as performance in
Europe improved over weak results in 2003. BHS continued its steady growth,
reporting 12% higher operating profit for the quarter. BAX Global's 2004 results
are above last year's level primarily as a result of an increase in the volume
of shipments through its Intra-America air transportation network. The increased
volume reflects an improving economy and the ramping up of shipments from the
wholesale freight forwarding product that was introduced in the second half of
2003.
In addition to improved operating profit from the segments, expenses related to
former coal operations were lower in the 2004 periods compared to the prior
year. The lower expenses primarily related to a reduction in the cost of retiree
medical plans, the recognition of gains related to sales of residual property,
and lower mine expenses as a result of the sale of most remaining coal
properties in late 2003.
Throughout this report, the reference to constant currency is made so that a
segment's revenues can be viewed without the impact of changing foreign currency
exchange rates, facilitating a comparative view of underlying performance.
Relative to most other currencies, the U.S. dollar was weaker in the second
quarter and first six months of 2004 over the same prior-year periods. As a
result, international revenue growth measured at constant currency exchange
rates would have been lower than reported growth at actual currency exchange
rates. Changes in foreign currency exchange rates have not materially affected
period-to-period comparisons of operating profit.
Brink's, Incorporated
Three Months Six Months
Ended June 30, % Ended June 30, %
(In millions) 2004 2003 change 2004 2003 change
- ----------------------------------------------------------------------------------------------------------------
Revenues:
North America (a) $ 180.9 175.8 3 $ 361.0 351.6 3
International (b) 284.4 234.9 21 562.3 450.5 25
- ----------------------------------------------------------------------------------------------------------------
$ 465.3 410.7 13 $ 923.3 802.1 15
================================================================================================================
Operating profit:
North America (a) $ 13.0 10.5 24 $ 25.9 21.3 22
International (b) 12.3 11.0 12 32.2 13.3 142
- ----------------------------------------------------------------------------------------------------------------
$ 25.3 21.5 18 $ 58.1 34.6 68
================================================================================================================
Cash flow information:
Depreciation and amortization $ 19.4 17.4 11 $ 38.5 33.0 17
Capital expenditures 16.2 18.5 (12) 32.3 34.9 (7)
================================================================================================================
(a) U.S. and Canada.
(b) Europe, South America and Asia-Pacific.
Overview
Revenues and operating profit at Brink's were higher in the second quarter and
first half of 2004 compared to the prior-year periods. European operating profit
in the first half of last year reflected reduced volumes of business due to the
effects of the buildup to the conflict in the Middle East and approximately $3
million in severance costs. European results in the first six months of 2004
have improved because of workforce reductions made last year and higher local
currency revenues. Operating profit in Europe in the second quarter of 2004 was
even with the 2003 quarter. Operating profit in South America in the second
quarter of 2004 was higher than in the 2003 period, which was depressed due to
poor economic and political conditions. International operating profit in the
second quarter of 2004 included approximately $4 million of expenses related to
tax matters, including $2.1 million of expenses related to unpaid value-added
taxes and customs duties.
17
North America
Operating profit was 24% higher in the second quarter of 2004 versus the prior
year on a 3% increase in revenues. Operating profit in the first six months of
2004 was 22% higher on a 3% increase in revenues. North American revenues in the
2004 periods were higher than the prior-year periods primarily as the result of
higher Global Services and Canadian armored car revenue, partially offset by
lower U.S. armored car volume. Operating profit increased in the 2004 periods
primarily due to improved performance from the coin wrapping, Cash Logistics and
Global Services operations. These improvements were partially offset by a lower
contribution from the U.S. armored car operation as a result of lower revenue
and higher employee benefit expenses related to the Company's U.S. pension plan.
International
Operating profit was 12% higher in the second quarter of 2004 versus the 2003
quarter on a 21% increase in revenues (17% increase in revenues on a constant
currency basis). Operating profit in the first six months of 2004 was 142%
higher on a 25% increase in revenues (16% on a constant currency basis).
Improved results in the 2004 periods, particularly in the first quarter,
included higher local currency revenues and operating profits in South America
and Europe.
Europe. Revenues increased 22% in the second quarter and 25% for the first six
months of 2004 when compared to the prior year periods. On a constant currency
basis, 2004 revenues were 15% higher in the second quarter and 12% higher in the
first six months compared to the prior year periods. Revenues were higher in
2004 due to higher volumes as a result of improved business conditions, while
revenues in 2003, particularly in the first quarter, were adversely affected by
a generally weak economy and uncertainty related to the then-impending conflict
in the Middle East.
European operating results began to improve in the last half of 2003 partially
as a result of management changes and workforce reductions made to align
resources to business needs. European operating profit in the last half of 2003
and the first half of 2004 reflected the benefits of management and operational
changes, primarily in France. European revenues and operating profit in the
second quarter of 2004 were also favorably affected by an additional acquisition
of security operations in Greece that occurred at the end of the first quarter
of 2004. Offsetting the quarter-over-quarter improvements seen in France and
Greece were higher losses in certain countries including Germany and the U.K. as
a result of competitive market conditions and high operating costs. Results in
the first half of 2004 also improved from the prior-year period because of a
reduction of severance expense by approximately $1 million.
South America. In South America, operating profit in the second quarter and
first six months of 2004 was higher than the prior-year periods primarily
reflecting better operating performance in Venezuela, Brazil, Argentina and
Colombia. Besides these factors, lower labor costs as a percentage of revenue in
the first quarter of 2004 also improved Venezuela's operating performance
compared to the prior year; however, labor expense increased in the second
quarter as a result of pay increases and these moderated the
quarter-over-quarter comparisons in the second quarter of 2004. Improved
operating performance in Brazil was the result of increased volumes as well as
the benefit of cost reductions taken in late 2003. The highly competitive
conditions in Brazil could result in a loss of volume in the future if customers
switch to lower-priced competitors. Higher revenues and operating profit in
Argentina were a result of higher volume of Cash Logistics business as well as
increases in volume stemming from the exit of a competitor.
Asia-Pacific. Asia-Pacific operating profits in the second quarter and first
half of 2004 were higher than for the same periods last year primarily due to
improved results in Global Services partially offset by higher costs in
Australia.
Other. As discussed in "Value-added taxes and customs duties" above and in note
8 to the consolidated financial statements, the Company recorded expense of
approximately $2.1 million in the second quarter of 2004 related to unpaid
value-added taxes and customs duties, including related interest and an estimate
of the penalties. At any time, the Company could be assessed penalties
materially in excess of those accrued. International operating profit in the
second quarter of 2004 also included $2.0 million of higher tax-related expenses
as a result of unfavorable court rulings in Brazil and Mexico.
18
Brink's Home Security
Three Months Six Months
Ended June 30, % Ended June 30, %
(In millions) 2004 2003 change 2004 2003 change
- -----------------------------------------------------------------------------------------------------------------
Revenues: $ 85.9 76.5 12 $ 167.9 150.4 12
Operating profit:
Recurring services (a) $ 35.7 31.4 14 $ 70.8 61.7 15
Investment in new subscribers (b) (15.9) (13.7) (16) (31.6) (27.3) (16)
- -----------------------------------------------------------------------------------------------------------------
$ 19.8 17.7 12 $ 39.2 34.4 14
=================================================================================================================
Monthly recurring revenues (c) $ 24.5 22.2 10
=================================================================================================================
Cash flow information:
Depreciation and amortization (d) $ 12.6 11.8 7 $ 25.1 23.4 7
Impairment charges from
subscriber disconnects 10.2 8.6 19 18.9 16.1 17
Amortization of deferred revenue (e) (6.6) (6.4) 3 (12.7) (12.2) 4
Deferral of subscriber acquisition
costs (current year payments) (4.7) (4.6) 2 (9.4) (8.9) 6
Deferral of revenue from new
subscribers (current year receipts) 8.7 6.7 30 16.8 13.2 27
Capital expenditures (29.4) (22.9) 28 (56.1) (46.0) 22
=================================================================================================================
(a) Reflects operating profit generated from the existing subscriber base
including the amortization of deferred revenues and deferred expenses.
(b) Primarily marketing and selling expenses, net of the deferral of direct
selling expenses (primarily a portion of sales commissions), incurred in
the acquisition of new subscribers.
(c) See "Reconciliation of Non-GAAP Measures - Monthly Recurring Revenues."
(d) Includes amortization of deferred subscriber acquisition costs.
(e) Includes amortization of deferred revenue related to active subscriber
accounts as well as the immediate recognition of deferred revenue related
to subscriber disconnects.
Revenues
The increase in BHS' revenues for the second quarter and first half of 2004 over
the comparable 2003 periods was primarily due to a larger average subscriber
base (10% for the quarter and 9% for the first half) and slightly higher average
monitoring rates. The slight increase in average monitoring rates is primarily
due to new customers initiating service at generally higher monitoring rates
than the average rate being paid by existing customers. The above factors also
contributed to a 10% increase in monthly recurring revenues for June 2004 as
compared to June 2003.
Operating profit
Operating profit increased $2.1 million for the second quarter and $4.8 million
for the first half of 2004 compared to the same periods of 2003 as higher profit
from recurring services was partially offset by an increased investment in new
subscribers. Higher profit from recurring services was primarily due to the
larger subscriber base and improved productivity in the provision of field
service.
Other
Police departments in several western U.S. cities are not required to respond to
calls from alarm companies unless an emergency has been visually verified. If
more police departments refuse to respond to calls from alarm companies without
visual verification, this could have an adverse effect on future results of
operations for BHS.
19
Subscriber activity
Three Months Six Months
Ended June 30, % Ended June 30, %
(Subscriber data in thousands) 2004 2003 change 2004 2003 change
- ----------------------------------------------------------------------------------------------------------------
Number of subscribers:
Beginning of period 854.1 781.5 9 833.5 766.7 9
Installations 35.6 28.3 26 69.7 55.7 25
Disconnects (15.6) (14.2) (10) (29.1) (26.8) (9)
- ----------------------------------------------------------------------------------------------------------------
End of period 874.1 795.6 10 874.1 795.6 10
================================================================================================================
Average number of subscribers 864.5 788.3 10 854.0 781.1 9
Annualized disconnect rate (a) 7.2% 7.2% 6.8% 6.9%
================================================================================================================
(a) The disconnect rate is a ratio, the numerator of which is the number of
customer cancellations during the period and the denominator of which is
the average number of subscribers for the period. The gross number of
customer cancellations is reduced for customers who cancel service at one
location but continue service at a new location, accounts charged back to
the dealers because the customers cancelled service during the specified
contractual term, and inactive sites that return to active service during
the period.
Installations were 26% higher in the second quarter and 25% higher in the first
half of 2004 as compared to the same periods of 2003 primarily as a result of
growth in traditional installation volume and a higher level of installations
obtained through the growing dealer network. Disconnect rates are typically
higher in the second and third quarters of the year because of an increase in
residential moves during summer months. BHS has reduced its disconnect rate in
recent years through improving its subscriber selection and retention processes.
Since a certain amount of disconnects cannot be prevented (e.g. customer moves),
the disconnect rate may not materially improve in the future.
Reconciliation of Non-GAAP Measures - Monthly Recurring Revenues
Six Months
Ended June 30,
(In millions) 2004 2003
- ----------------------------------------------------------------------------
June:
Monthly recurring revenues ("MRR") (a) $ 24.5 22.2
Amounts excluded from MRR:
Amortization of deferred revenue 2.4 2.2
Other revenues (b) 2.5 1.4
- ----------------------------------------------------------------------------
Revenues on a GAAP basis $ 29.4 25.8
- ----------------------------------------------------------------------------
Revenues on a GAAP basis:
June $ 29.4 25.8
January - May 138.5 124.6
- ----------------------------------------------------------------------------
January - June $ 167.9 150.4
============================================================================
(a) MRR is 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 contracted monitoring and maintenance services.
(b) Revenues that are not pursuant to monthly contractual billings.
The Company believes the presentation of MRR is useful to investors because the
measure is widely used in the industry to assess the amount of recurring
revenues from subscriber fees that a home security business produces.
20
BAX Global
Three Months Six Months
Ended June 30, % Ended June 30, %
(In millions) 2004 2003 change 2004 2003 change
- -----------------------------------------------------------------------------------------------------------------
Revenues:
Americas (a) $ 279.3 233.6 20 $ 544.0 470.2 16
International (b) 321.3 258.4 24 630.4 502.7 25
Eliminations (20.3) (18.6) (9) (39.6) (35.9) (10)
- -----------------------------------------------------------------------------------------------------------------
$ 580.3 473.4 23 $1,134.8 937.0 21
=================================================================================================================
Operating profit (loss):
Americas (a) $ 6.1 (10.6) NM $ 4.2 (20.3) NM
International (b) 11.2 8.3 35 19.9 15.4 29
Corporate (4.9) (0.2) (200+) (8.6) (3.1) (177)
- -----------------------------------------------------------------------------------------------------------------
$ 12.4 (2.5) NM $ 15.5 (8.0) NM
=================================================================================================================
Cash flow information:
Depreciation and amortization $ 10.6 11.9 (11) $ 21.3 24.1 (12)
Capital expenditures 3.8 7.2 (47) 10.7 13.0 (18)
=================================================================================================================
Intra-America revenue $ 133.7 107.1 25 $ 258.8 218.0 19
Worldwide expedited freight
services (c):
Revenues $ 437.2 353.7 24 $ 852.8 707.7 21
Weight in pounds 443.9 368.6 20 861.9 735.8 17
=================================================================================================================
(a) U.S., Mexico, Latin America and Canada.
(b) Europe-Middle East-Africa ("EMEA") and Asia-Pacific.
(c) Includes U.S. deferred freight services.
Overview
BAX Global's operating profit in the second quarter was $14.9 million above that
of the same quarter last year on a 23% increase in revenues (20% increase in
revenues on a constant currency basis). Operating profit in the first half was
$23.5 million better than last year on a 21% increase in revenues (17% on a
constant currency basis). Results were better than last year primarily due to
higher volumes in the Intra-America network. Increased air export volumes and
supply chain management activity in Asia-Pacific also improved revenues in 2004.
Americas
Intra-America. BAX Global's operating profit in the Americas region in the
second quarter of 2004 was $16.7 million better than the same 2003 period on a
20% increase in revenues. Revenues and operating results improved over the
prior-year quarter on an increase in Intra-America volumes of expedited
airfreight, including higher volumes related to overnight and second-day
products and BAX Global's new wholesale freight forwarding product. Volumes for
freight with deferred delivery also increased in the quarter.
Operating profit in the Americas includes higher expense in 2004 from the
Company's primary U.S. pension plan. Heavy maintenance expense was $3.0 million
higher in the first half of 2004 compared to the same 2003 period primarily due
to adjustments recorded in the first quarter of 2003 in conjunction with the
renegotiation of certain return provisions of aircraft lease agreements and the
completion of a study of the lease agreements. The impact of higher market fuel
costs in the 2004 periods was not significant to the Company as a result of the
Company's hedging program and an ability to pass through a certain amount of
higher fuel costs to customers through fuel surcharge adjustments to billings.
21
Other. U.S. air export volumes were higher in the second quarter and first half
of 2004 compared to the same 2003 periods, while revenue per pound (excluding
fuel and other surcharges) declined in the 2004 periods. Charter activity was
also higher in the 2004 periods compared to the prior year. Volumes for air
imports and ocean imports and exports in the U.S. were each slightly higher in
the second quarter and first half of 2004 compared to the 2003 periods.
International
International operating profits increased 35% for the second quarter compared to
the 2003 period on a 24% increase in revenues (20% increase in revenues on a
constant currency basis). For the first half of 2004, operating profits were 29%
higher on a 25% increase in revenues (19% on a constant currency basis).
Asia-Pacific. Revenues and operating profit for the 2004 periods benefited from
an increase in Asia-Pacific air export volumes, particularly on exports from
China and Hong Kong, primarily as a result of increased exports by high-tech
customers. Margins in China and Hong Kong, where BAX Global's volumes are
expected to continue to grow faster than other Asian countries, are generally
lower compared to other parts of Asia. Asia-Pacific's results also benefited
from growth in supply chain management operations, including the effects of
continued growth in China during 2004.
EMEA. Competitive market pressures in the EMEA region continued during the
second quarter and first half of 2004 with a weak European economy resulting in
lower export volumes compared with the 2003 periods.
BAX Global corporate
BAX Global corporate expense increased $4.7 million in the second quarter of
2004 and $5.5 million for the first six months in 2004 versus the prior-year
periods primarily due to foreign currency transaction losses and higher overhead
costs.
Corporate Expense - The Brink's Company
Three Months Six Months
Ended June 30, % Ended June 30, %
(In millions) 2004 2003 change 2004 2003 change
- --------------------------------------------------------------------------------
Corporate expense $ 9.6 6.3 52 $ 18.7 13.3 41
================================================================================
Corporate expense was higher in the 2004 periods primarily as a result of higher
professional fees related to the Company's documentation and testing of its
internal controls as required by Section 404 of the Sarbanes-Oxley Act of 2002.
Costs related to Section 404 of the Sarbanes-Oxley Act are expected to be $5
million to $7 million higher in the full-year 2004 compared to 2003.
22
Former Coal Operations
Costs of former coal operations included in continuing operations
Three Months Six Months
Ended June 30, % Ended June 30, %
(In millions) 2004 2003 change 2004 2003 change
- -----------------------------------------------------------------------------------------------------------------
Company-sponsored postretirement
benefits other than pensions $ 9.2 12.5 (26) $ 18.6 24.7 (25)
Black lung 1.2 1.4 (14) 2.7 2.9 (7)
Pension 0.5 (0.4) NM 1.1 (0.3) NM
Administrative, legal and other
expenses, net 1.8 1.7 6 4.3 3.8 13
Idle and closed mine expense 0.2 2.9 (93) 0.4 4.8 (92)
Gains on sales of property and
equipment and other income (2.8) (0.9) (200+) (4.5) (1.4) (200+)
- -----------------------------------------------------------------------------------------------------------------
$ 10.1 17.2 (41) $ 22.6 34.5 (34)
=================================================================================================================
Company-sponsored postretirement benefits other than pension
Effective January 1, 2004, the Company began accounting for the investments held
by its VEBA as plan assets of its coal-related retiree medical plan in
accordance with Statement of Financial Accounting Standards ("SFAS") No. 106,
"Employers' Accounting for Postretirement Benefits Other Than Pensions," as
described in note 1 to the consolidated financial statements. Accordingly, the
Company has reduced its postretirement benefit expenses by the expected earnings
of the plan assets: $2.3 million in the second quarter and $4.6 million in the
first half of 2004.
The Company's coal-related retiree medical plan is expected to qualify for a
federal subsidy introduced as part of the Medicare Prescription Drug,
Improvement and Modernization Act of 2003. As a result, the Company included an
actuarial gain in the estimate of the December 31, 2003 projected benefit
obligation. This resulted in a $2.9 million reduction in the Company's
postretirement benefit expense in the first half of 2004 compared to what it
would have been otherwise. The effect on the full year is expected to be $5.8
million.
Administrative, legal and other expenses, net
Administrative, legal and other expenses, net, are expected to decline as
administrative functions are reduced and residual assets are sold. Expenses
related to residual assets include property taxes, insurance and lease payments.
Idle and closed mine expense
Expenses associated with idle and closed mines were significantly lower in 2004
as compared to 2003 as a result of the sale in late 2003 of most remaining
properties.
Gains on sale of property and equipment
Gains or losses on the disposal of coal-related assets which were not sold prior
to the 2002 exit from the coal business are included in continuing operations as
part of the net expenses related to former coal operations.
The Company sold substantially all of its remaining coal-related assets in West
Virginia in the fourth quarter of 2003 for $28.8 million of proceeds, including
$14.8 million of liabilities contractually assumed by the buyer. The transfer of
many of these liabilities to the buyer is not considered final until the buyer
replaces the Company's bonds with surety bonds of its own. Accordingly, the
Company is recording gains associated with the sale of these properties as its
surety bonds are replaced. The Company recorded a $0.3 million gain related to
liability transfers in the first quarter of 2004. No additional bonds were
replaced in the second quarter. The Company expects to record additional gains
of approximately $6 million as remaining bonds are replaced, which contractually
is to occur no later than November 2004.
23
Foreign Operations
The Company operates in more than 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 Company's consolidated 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.
Brink's Venezuelan subsidiaries were considered to be operating in a highly
inflationary economy during 2002. However, Venezuela was no longer treated as
having a highly inflationary economy effective January 1, 2003. It is possible
that the economy in Venezuela may be considered highly inflationary again in the
future.
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
The line items below are recorded within operating profit of the three Business
and Security Services segments, or corporate or former coal operation expenses.
Three Months Six Months
Ended June 30, % Ended June 30, %
(In millions) 2004 2003 change 2004 2003 change
- -----------------------------------------------------------------------------------------------------------------
Gains on sales of operating
assets, net $ 3.0 0.8 200+ $ 4.4 1.0 200+
Foreign currency transaction
gains, net (0.1) 1.4 NM - 1.8 (100)
Share in earnings (losses) of equity
affiliates (1.0) 0.5 NM (0.2) 1.4 NM
Royalty income 0.5 0.4 25 1.0 0.8 25
Penalties on unpaid value-added taxes (0.4) - NM (0.4) - NM
Other 0.3 2.4 (88) 1.0 3.0 (67)
- -----------------------------------------------------------------------------------------------------------------
$ 2.3 5.5 (58) $ 5.8 8.0 (28)
=================================================================================================================
Gains on sales of operating assets, net, are primarily the result of disposing
of assets related to the Company's former coal operations.
Nonoperating Income and Expense
Interest expense
Three Months Six Months
Ended June 30, % Ended June 30, %
(In millions) 2004 2003 change 2004 2003 change
- --------------------------------------------------------------------------------
Interest expense $ 5.8 6.7 (13) $ 11.6 12.8 (9)
================================================================================
24
Interest expense was lower primarily due to lower average borrowings, partially
offset by interest expense related to unpaid value-added taxes and customs
duties, as explained in note 8 to the consolidated financial statements.
Interest and other income (expense), net
Three Months Six Months
Ended June 30, % Ended June 30, %
(In millions) 2004 2003 change 2004 2003 change
- ----------------------------------------------------------------------------------------------------------------
Interest income $ 1.0 1.2 (17) $ 2.1 2.8 (25)
Recognition of gain on investments
held by VEBA - - - 4.4 - NM
Discounts and other fees of
accounts receivable securitization
program (0.6) (0.4) (50) (1.0) (0.8) (25)
Other, net (0.5) 3.3 NM (1.2) 3.9 NM
- ----------------------------------------------------------------------------------------------------------------
$ (0.1) 4.1 NM $ 4.3 5.9 (27)
================================================================================================================
As discussed earlier, as of January 1, 2004, the Company restricted the use of
the VEBA to pay only benefits associated with the coal-related postretirement
medical benefits plan. Prior to that time, unrealized gains and losses on
securities held by the VEBA were recorded in other comprehensive income. With
the restriction of the use of the VEBA, the unrealized net gain at the
transition date was recorded as a one-time pretax gain of $4.4 million in the
first quarter of 2004.
Minority interest
Three Months Six Months
Ended June 30, % Ended June 30, %
(In millions) 2004 2003 change 2004 2003 change
- --------------------------------------------------------------------------------
Minority interest $ 1.4 1.8 (22) $ 4.7 2.6 81
================================================================================
The increase in minority interest expense in the first half of 2004 is primarily
due to improved results.
Income Taxes
Income tax expense Effective tax rate
- ---------------------------------------------------------------------------------------------
Six Months Ended June 30, 2004 2003 2004 2003
- ---------------------------------------------------------------------------------------------
(in millions) (in percentages)
Continuing operations $ 29.7 1.3 49.9% 35.1%
Discontinued operations 8.0 1.6 35.4% 44.4%
=============================================================================================
The effective income tax rate on continuing operations in 2004 was higher than
the 35% U.S. statutory tax rate primarily due to $5.2 million of net adjustments
recorded during the second quarter, primarily related to the establishment of a
valuation allowance on deferred tax assets of certain European operations. The
valuation allowance adjustment was required due to the Company's assessment that
because of continuing losses resulting from weak economic conditions these
assets did not meet the more-likely-than-not criteria for realization under SFAS
No. 109, "Accounting for Income Taxes". The effective income tax rate on
continuing operations in 2003 was higher than the 35% U.S. statutory tax rate
due primarily to the effect of state taxes.
25
The Company's effective tax rate may fluctuate materially from period to period
due to changes in the expected geographical mix of earnings, changes in
valuation allowances or accruals for contingencies and other factors. Subject to
the above factors, the Company currently expects that the effective tax rate for
the full year 2004 will approximate 40% excluding the effects of newly
established valuation allowances.
The Company establishes or reverses valuation allowances for deferred tax assets
depending on all available information including historical and expected future
operating performance of its subsidiaries. Changes in judgment about the future
realization of deferred tax assets can result in significant adjustments to the
valuation allowances.
Discontinued Operations
Sale of Timber Business
In July 2003 the Company agreed to sell its timber business for approximately
$39 million in cash. The Company received $5.4 million in the fourth quarter of
2003, $31.8 million in the first quarter of 2004, and $1.9 million in the second
quarter of 2004. The Company recognized pretax gains of $4.8 million in the
fourth quarter of 2003, $18.8 million in the first quarter of 2004, and a $1.9
million in the second quarter of 2004 on the sale of the timber business.
Withdrawal Liability
The Company participates in the United Mine Workers of America ("UMWA") 1950 and
1974 pension plans, but expects to ultimately withdraw from these plans. Upon
withdrawal from the plans, the Company must pay the plans a portion of any
underfunded liability of the plans, in accordance with the terms of the plans.
As discussed in note 4 to the consolidated financial statements, the Company
adjusted its estimated withdrawal liability in the second quarter of 2004 and
2003. The revisions resulted in $8.1 million of income in the 2004 period and
$3.0 million of loss in the 2003 period.
26
LIQUIDITY AND CAPITAL RESOURCES
- --------------------------------------------------------------------------------
Overview
Cash flows before financing activities increased $44.3 million in the first half
of 2004 compared to the first half of 2003. Cash provided by operating
activities increased primarily due to improved operating profit. Cash flows from
investing activities increased primarily because of amounts collected related to
the sale of the timber business. The cash flows through June of last year
included the monetization of note receivables related to the sale of coal, which
were more than offset by a contribution to the Voluntary Employees' Beneficiary
Association ("VEBA"). Cash flows from discontinued operations reflect the
operating results of the former natural gas, timber and gold operations.
As discussed in "Value-added taxes and customs duties" above and in note 8 to
the consolidated financial statements, the Company recorded expense of
approximately $2.1 million in the second quarter of 2004 related to unpaid
value-added taxes and customs duties, including related interest and an estimate
of the penalties. At any time, the Company could be assessed penalties
materially in excess of those accrued.
Summary of Cash Flow Information
Six Months
Ended June 30, $
(In millions) 2004 2003 change
- -----------------------------------------------------------------------------------------------------------------
Cash flows from operating activities:
Continuing operations $ 133.7 103.8 29.9
Discontinued operations 0.2 11.4 (11.2)
- -----------------------------------------------------------------------------------------------------------------
Operating activities 133.9 115.2 18.7
- -----------------------------------------------------------------------------------------------------------------
Cash flows from investing activities:
Continuing operations:
Capital expenditures and aircraft heavy maintenance expenditures (110.4) (104.1) (6.3)
Net proceeds from:
Sale of timber business 27.5 - 27.5
Monetization of notes receivable related to sale of coal operations - 26.0 (26.0)
Contribution to VEBA - (32.0) 32.0
Acquisitions (11.9) (4.5) (7.4)
Other 2.9 0.4 2.5
Discontinued operations (0.8) (4.1) 3.3
- -----------------------------------------------------------------------------------------------------------------
Investing activities (92.7) (118.3) 25.6
- -----------------------------------------------------------------------------------------------------------------
Cash flows before financing activities $ 41.2 (3.1) 44.3
=================================================================================================================
Operating Activities
Cash provided by operating activities was $18.7 million higher in the first half
of 2004 compared to the same period in 2003 primarily due to improved operating
profit at Business and Security Services segments, partially offset by reducing
the amount of receivables sold under the Company's securitization facility and
lower cash provided by discontinued operations. In July 2004, the Company made a
contribution of $11 million to trusts used to fund its U.S. pension plan. The
Company expects to make $50 million of contributions in the third quarter of
2004 to the VEBA. The contributions will reduce cash flow from operating
activities in the third quarter of 2004.
Investing Activities
Cash used by investing activities in the first half of 2004 included $27.5
million of net cash proceeds from the sale of the timber business ($33.7 million
in cash received less $6.2 million paid to buy out related equipment leases).
The 2003 period includes $26.0 million of cash related to the collection of a
note receivable related to the 2002 sale of coal operations and $32.0 million of
contributions to the VEBA.
27
Capital expenditures and aircraft heavy maintenance expenditures were as
follows:
Six Months
Ended June 30, $
(In millions) 2004 2003 change
- -----------------------------------------------------------------------------
Capital expenditures:
Brink's $ 32.3 34.9 (2.6)
Brink's Home Security 56.1 46.0 10.1
BAX Global 10.7 13.0 (2.3)
Corporate 0.4 - 0.4
- -----------------------------------------------------------------------------
Capital expenditures $ 99.5 93.9 5.6
=============================================================================
Aircraft heavy maintenance expenditures $ 10.9 10.2 0.7
=============================================================================
Capital expenditures for the first half of 2004 were $5.6 million higher than
for the same period in 2003 primarily due to an increase in subscriber
installations at BHS.
Capital expenditures for the full-year 2004 are currently expected to range from
$210 million to $230 million versus the $203 million spent in 2003. The expected
increase reflects an increase in customer installations at BHS and information
technology spending at Brink's and BAX Global. In addition to increased capital
expenditures for growth in new customer installations, BHS's capital
expenditures in 2005 are expected to include approximately $15 million to
purchase facilities, including its headquarters currently occupied under an
operating lease. The Company expects to spend between $20 million and $25
million on aircraft heavy maintenance in 2004.
Business Segment Cash Flows
The Company's cash flows before financing activities for each of the operating
segments are presented below:
Six Months
Ended June 30, $
(In millions) 2004 2003 change
- ------------------------------------------------------------------------------------------------------------------
Cash flows before financing activities
Continuing operations:
Business and Security Services:
Brink's $ 37.3 10.5 26.8
BHS 24.6 21.4 3.2
BAX Global (3.3) (4.6) 1.3
- ------------------------------------------------------------------------------------------------------------------
Subtotal of Business and Security Services 58.6 27.3 31.3
Corporate and former operations:
Net proceeds from:
Sale of timber business 27.5 - 27.5
Monetization of notes receivable related to sale of coal operations - 26.0 (26.0)
Contribution to VEBA - (32.0) 32.0
Other (44.3) (31.7) (12.6)
- ------------------------------------------------------------------------------------------------------------------
Subtotal of continuing operations 41.8 (10.4) 52.2
Discontinued operations (0.6) 7.3 (7.9)
- ------------------------------------------------------------------------------------------------------------------
Cash flows before financing activities $ 41.2 (3.1) 44.3
==================================================================================================================
28
Overview
Cash flows before financing activities increased as a result of higher cash
flows from Business and Security services, the sale of the timber business and a
prior-year contribution to the VEBA, partially offset by the 2003 monetization
of a note receivable related to the coal business.
Brink's
Cash flows before financing activities at Brink's increased primarily due to
higher 2004 operating profit partially offset by a year-over-year increase in
the amount of cash used for acquisitions ($11.6 million in 2004 for an
acquisition in Greece and $4.5 million in 2003 for an acquisition in Belgium).
Cash used for working capital needs was slightly lower in the first half of
2004.
BHS
The increase in BHS' cash flows before financing activities is primarily due to
higher operating profit partially offset by an increase in capital expenditures
reflecting the growth in installations.
BAX Global
Cash flows before financing activities at BAX Global improved slightly
reflecting better operating results in the first half of 2004. Reducing
operating cash flows was an increase in the cash used to cover working capital
needs including the net effects of increasing levels of receivables and accounts
payable in 2004. In addition, a lower amount of receivables were sold under BAX
Global's accounts receivable securitization facility in the first half of 2004,
which increased the amount of cash used for working capital by $27 million.
Corporate and former operations
The increase in cash out flows for other corporate and former coal operations
for the first half of 2004 reflected higher corporate expenses. In addition,
cash flows in the first half of 2003 benefited from the liquidation of retained
net working capital from the Company's former coal operations.
Discontinued operations
Cash flows from discontinued operations includes the cash from operations and
capital expenditures of the former natural resources businesses.
Financing activities
Summary of cash flows from financing activities
Six Months
Ended June 30,
(In millions) 2004 2003
- -------------------------------------------------------------------------------
Short-term debt $ 10.9 44.1
U.S. Revolving Facility (30.9) (9.0)
Other (9.8) 0.7
- -------------------------------------------------------------------------------
Net borrowings (repayments) of debt (29.8) 35.8
Dividends (2.7) (2.6)
Proceeds from the exercise of stock options 11.4 0.1
Other, net 0.2 0.1
- -------------------------------------------------------------------------------
Financing activities $ (20.9) 33.4
===============================================================================
The Company's operating liquidity needs are typically financed by short-term
debt, the Company's accounts receivable securitization facility and the
Company's U.S. Revolving Facility, described below.
In the first half of 2004 and 2003, the Company paid two $0.025 per share
regular quarterly dividends on its common stock (annual rate of $0.10 per
share). Dividends paid on common stock totaled $2.7 million in the first half of
2004 ($2.6 million in the first half of 2003). Future dividends are dependent on
the earnings, financial condition, cash flow and business requirements of the
Company, as determined by the Board.
29
Capitalization
The Company uses a combination of debt, leases, an asset securitization facility
and equity to capitalize its operations.
Net Debt and Net Financings reconciled to GAAP measures
June 30, December 31,
(In millions) 2004 2003
- --------------------------------------------------------------------------------------------------------
Short-term debt and current maturities of long-term debt $ 74.1 53.0
Long-term debt 163.2 221.5
- --------------------------------------------------------------------------------------------------------
Debt 237.3 274.5
Less cash and cash equivalents (145.4) (128.7)
- --------------------------------------------------------------------------------------------------------
Net Debt 91.9 145.8
Amounts sold under accounts receivable securitization facility 50.0 77.0
- --------------------------------------------------------------------------------------------------------
Net Financings $ 141.9 222.8
- --------------------------------------------------------------------------------------------------------
The Company believes that Net Debt and Net Financings are useful measures of the
Company's financial leverage. Net Debt and Net Financings were lower at June 30,
2004 compared to December 31, 2003 primarily as a result of cash available for
financing activities generated by the operating segments and the sale of the
timber business, partially offset by acquisitions at Brink's.
During July 2004, the Company contributed $11 million to its U.S. pension plan.
In the third quarter of 2004, the Company expects to contribute $50 million to
the VEBA. The Company intends to use a combination of cash on hand, additional
sales of accounts receivables, and drawdowns of its credit facilities to finance
the contributions.
Debt
The Company has an unsecured $350 million U.S. revolving bank credit facility
(the "U.S. Revolving Facility") with a syndicate of banks under which it may
borrow (or otherwise satisfy credit needs) on a revolving basis over a
three-year term ending September 2005. Approximately $271 million was available
for borrowing under this facility on June 30, 2004.
The Company has three unsecured multi-currency revolving bank credit facilities
with a total of $110 million in available credit, of which approximately $26
million was available at June 30, 2004. When rates are favorable, the Company
also borrows from other U.S. banks under short-term uncommitted agreements.
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 has $95.0 million of Senior Notes outstanding that are scheduled to
be repaid through 2008, including $18.3 million scheduled in January 2005. The
Company has the option to prepay all or a portion of the Senior Notes prior to
maturity with a prepayment penalty. The Senior Notes are unsecured.
The Company's Brink's, BHS, and BAX Global subsidiaries have guaranteed the U.S.
Revolving Facility and the Senior Notes. The U.S. Revolving 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, 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. If the Company were not to
comply with the terms of its various loan agreements, the repayment terms could
be accelerated. An acceleration of the repayment terms under one agreement could
trigger the acceleration of the repayment terms under the other loan agreements.
The Company was in compliance with all financial covenants at June 30, 2004.
30
The Company believes it has adequate sources of liquidity to meet its near-term
requirements.
Amounts sold under accounts receivable securitization facility
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. Because of strong 2004 cash
flows, the Company has elected to not sell the maximum amount of receivables
under the program. The Company may increase its use of the program in the future
as liquidity needs fluctuate. The Company intends to renegotiate this agreement
prior to its December 2005 termination.
Equity
At June 30, 2004, the Company had 100 million shares of common stock authorized
and 56.8 million shares issued and outstanding. The Company has the authority to
issue up to 2.0 million shares of preferred stock, par value $10 per share. The
Company has the authority to purchase up to 1.0 million shares of common stock
with an aggregate purchase price of $19.1 million. No purchases were made in
2003 or the first half of 2004.
Other Contingencies
Litigation
BAX Global is defending a claim related to the apparent diversion by a third
party of goods being transported for a customer. Although BAX Global is
defending this claim vigorously and believes that its defenses have merit, it is
possible that this claim ultimately may be decided in favor of the claimant. If
so, the Company expects that the ultimate amount of reasonably possible
unaccrued losses could range from $0 to $10 million.
Health Benefit Act
The Company is obligated to pay premiums to the United Mine Workers of America
("UMWA") Combined Benefit Fund, as described in the Company's 2003 Annual Report
on Form 10-K. At June 30, 2004, the Company has $193.1 million recorded for the
obligation, reflecting the recorded liability at December 31, 2003 less payments
made in 2004. This liability will be adjusted as new historical data is received
and assumptions used to estimate the obligation change.
Withdrawal Liability
The Company participates in the United Mine Workers of America ("UMWA") 1950 and
1974 pension plans, but expects to ultimately withdraw from these plans. Upon
withdrawal from the plans, the Company must pay the plans a portion of any
underfunded liability of the plans, in accordance with the terms of the plan.
The Company's obligation is based on several factors, including funding status
and benefit levels of the plans. The Company's share is determined based on the
plan year the Company ultimately is determined to have withdrawn from the plans.
During the second quarter of 2004, the Company revised its estimate of the plan
year in which it expects to withdraw from the plans. Based on the formula used
to determine withdrawal liabilities, the Company expects its share of the plans'
underfunded liabilities will be lower. Accordingly, the Company reduced its
estimate of the withdrawal liability by $8.1 million in the second quarter of
2004 to $43.9 million. Since the current estimate uses information on the plans'
underfunding at June 30, 2003, the Company expects the liability will change
materially in the future as revisions to the funded status of the plans and
other assumptions are changed. In the second quarter of 2003, the Company
increased its estimate of the accrual by $3.0 million to reflect changes in
estimates at that time.
Other loss contingencies
The Company also has recorded estimated liabilities for other contingent
liabilities related to former operations, including those for expected
settlement of coal-related workers' compensation claims and certain reclamation
obligations.
31
Federal Black Lung Excise Tax
In 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. The Company has received refunds including interest of $27.2
million in prior years ($2.8 million in the six months ended June 2003), and
continues to pursue the refund of other FBLET payments. Due to uncertainty as to
the ultimate receipt of additional amounts, if any, which could amount to as
much as $18 million (before income taxes), as well as the timing of any
additional FBLET refunds, the Company has not currently recorded receivables for
such additional FBLET refunds.
Market Risks and Hedging and Derivative Activities
The Company has activities in more than 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 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 in any one country may have on the Company's consolidated 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 in the six months ended June
30, 2004.
Controls and Procedures
Pursuant to Rule 13a-15(b) under the Securities Exchange Act of 1934, the
Company carried out an evaluation, with the participation of the Company's
management, including the Company's Chief Executive Officer and Vice President
and Chief Financial Officer, of the effectiveness of the Company's disclosure
controls and procedures (as defined under Rule 13a-15(e) under the Securities
Exchange Act of 1934) as of the end of the period covered by this report. Based
upon that evaluation, the Company's Chief Executive Officer and Vice President
and Chief Financial Officer concluded that the Company's disclosure controls and
procedures are effective in timely alerting them to material information
relating to the Company required to be included in the Company's periodic SEC
filings.
Except for changes put in place to address the failure, described in
"Value-added taxes and customs duties" above and in note 8 to the consolidated
financial statements, to pay certain foreign value-added taxes and customs
duties by a non-U.S. Brink's, Incorporated business unit, there has been no
change in the Company's internal control over financial reporting during the six
months ended June 30, 2004, that has materially affected, or is reasonably
likely to materially affect, the Company's internal control over financial
reporting.
Forward-looking information
Certain of the matters discussed in this document involve forward-looking
information. Words such as "anticipates," "estimates," "expects," "projects,"
"intends," "plans," "believes," "may," and similar expressions may identify
forward-looking information. Forward-looking information in this document
includes, but is not limited to, statements regarding the expectation of
significant ongoing expenses and cash outflows related to former coal
operations, the investigation into the non-payment of customs duties and
value-added tax by a non-U.S. subsidiary of Brink's, Incorporated, including
related accruals and contingencies and their impact on the financial condition
of The Brink's Company, the timing and impact of withdrawal from coal-related
multi-employer pension plans, payments under the Health Benefit Act, the impact
of the competitive conditions in Brazil, the impact on BHS of the refusal of
police departments to respond to alarms without visual verification, seasonal
fluctuations in BHS' disconnect rate, the rate of volume increase in China and
Hong Kong, expected costs relating to Section 404 of Sarbanes-Oxley, the
expected earnings on VEBA assets, the impact of the prescription drug reform on
the Company's postretirement benefit obligation, the anticipated decline of
administrative, legal and other expenses, net, related to the former coal
business, the expected replacement of bonds, the possibility that Venezuela may
be considered highly inflationary again, the anticipated effective tax rate, the
need to record additional valuation allowances, capital expenditures in 2004,
expenditures for aircraft heavy maintenance in 2004, planned contributions to
the VEBA, and the adequacy of sources of liquidity to meet the Company's near
term requirements and the costs to resolve pending litigation. The
forward-looking information in this document is subject to known and unknown
risks, uncertainties and contingencies that could cause actual results to differ
materially from those that are anticipated.
32
These risks, uncertainties and contingencies, many of which are beyond the
control of the Company, include, but are not limited to, the timing of the
pass-through of costs by third parties and governmental authorities relating to
the disposal of the coal assets, retirement decisions by mine workers, black
lung claims incidence, the financial stability of companies with payment
obligations under the Health Benefit Act, the number of dependents for whom
benefits are provided, actual medical and legal expenses related to benefits,
the evaluation of remedial alternatives, guidance received from third parties,
the impact of governmental inquiries, if any, the ongoing nature of the
investigation, the funding and benefit levels of multi-employer plans and
pension plans and the point at which withdrawal is deemed to have occurred,
changes in inflation rates and interest rates, the willingness of Brink's
customers in Brazil to engage lower-priced providers and the ability of these
providers to provide satisfactory service, the incidence of false alarms, the
willingness of BHS' customers to pay for private response personnel or other
alternatives to police responses to alarms, the number of BHS customers who move
during the second and third quarters, the growth rate of business and general
business climate in China and Hong Kong, the utilization of internal resources
and the availability of external resources for use in documentation and testing
of internal controls, additional Section 404 guidance from the PCAOB or the
Company's auditors, the performance of investments, including investments in
Company stock, held by the VEBA, determinations regarding the applicability of
the Medicare Prescription Drug Improvement and Modernization Act of 2003 to the
Company's coal-related retiree medical plan, the completion and processing of
permit replacement documentation and the ability of the purchasers of coal
assets to post the required replacement bonds, social, political or economic
changes in Venezuela, initiatives to control costs and increase profitability,
the financial performance of the Company, extensions of aircraft leases and the
renegotiation of maintenance obligations, changes in the utilization of
aircraft, the Company's tax position, the need to allocate capital in areas
other than the VEBA, the willingness and ability of the Company's lenders to
provide liquidity, overall domestic and international economic, political,
social and business conditions, foreign currency exchange rates, pricing and
other competitive industry factors, labor relations, fuel prices, legislative
initiatives, new government regulations, judicial decisions, variations in costs
or expenses and the ability of counterparties to perform.
33
Part II - Other Information
---------------------------
Item 4. Submission of Matters to a Vote of Security Holders.
(a) The Registrant's annual meeting of shareholders was held on May
7, 2004.
(b) Not required.
(c) The following person was elected for a term expiring in 2005, by
the following vote:
-----------------------------------------------------------
For Withheld
-----------------------------------------------------------
Gerald Grinstein 47,083,356 3,193,870
-----------------------------------------------------------
The following persons were elected for terms expiring in 2007,
by the following votes:
-----------------------------------------------------------
For Withheld
-----------------------------------------------------------
James R. Barker 46,754,402 3,522,824
-----------------------------------------------------------
James L. Broadhead 47,177,187 3,100,039
-----------------------------------------------------------
Ronald L. Turner 47,114,353 3,162,873
-----------------------------------------------------------
The selection of KPMG LLP as independent certified public
accountants to audit the accounts of the Registrant and its subsidiaries for the
year 2004 was approved by the following vote:
-----------------------------------------------------------
For Against Abstentions
-----------------------------------------------------------
49,005,447 1,079,458 192,321
-----------------------------------------------------------
The amendment and restatement of the Registrant's 1994
Employee Stock Purchase Plan was approved by the following vote:
------------------------------------------------------------
For Against Abstentions Broker Non-Votes
-----------------------------------------------------------
40,230,610 1,640,338 1,847,306 6,558,972
------------------------------------------------------------
The amendment of the Registrant's Directors' Stock
Accumulation Plan was approved by the following vote:
------------------------------------------------------------
For Against Abstentions Broker Non-Votes
-----------------------------------------------------------
37,379,898 4,393,927 1,944,429 6,558,972
------------------------------------------------------------
34
Item 6. Exhibits and Reports on Form 8-K
- -----------------------------------------
(a) Exhibits:
Exhibit
Number
------
10* Registrant's Directors' Stock Accumulation Plan, as
amended and restated as of March 11, 2004.
31.1 Certification of Michael T. Dan, Chief Executive
Officer (Principal Executive Officer) of The Brink's
Company, pursuant to Rules 13a-14(a) and 15d-14(a)
promulgated under the Securities Exchange Act of
1934, as amended, as adopted pursuant to Section 302
of the Sarbanes-Oxley Act of 2002.
31.2 Certification of Robert T. Ritter, Vice President and
Chief Financial Officer (Principal Financial Officer)
of The Brink's Company, pursuant to Rules 13a-14(a)
and 15d-14(a) promulgated under the Securities
Exchange Act of 1934, as amended, as adopted pursuant
to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1 Certification of Michael T. Dan, Chief Executive
Officer (Principal Executive Officer) of The Brink's
Company, pursuant to 18 U.S.C. Section 1350, as
adopted pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002.
32.2 Certification of Robert T. Ritter, Vice President and
Chief Financial Officer (Principal Financial Officer)
of The Brink's Company, pursuant to 18 U.S.C. Section
1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.
--------------------------------
* Management contract or compensatory plan or arrangement.
(b) Reports on Form 8-K:
(i) Report on Form 8-K furnished on May 5, 2004,
providing the Registrant's earnings press release for
the first quarter of 2004 pursuant to Item 12 of Form
8-K.
35
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 BRINK'S COMPANY
August 9, 2004 By: /s/ Robert T. Ritter
--------------------------
Robert T. Ritter
(Vice President -
Chief Financial Officer)
(principal financial and
accounting officer)
36