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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-K
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 [FEE REQUIRED]
For the fiscal year ended December 31, 1993
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
For the transition period from _______________ to _______________
Commission file number 1-9148
THE PITTSTON COMPANY
(Exact name of registrant as specified in its charter)
Virginia 54-1317776
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
P.O. Box 120070, 100 First Stamford, Place, Stamford, Connecticut 06912-0070
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (203) 978-5200
Securities registered pursuant to Section 12(b) of the Act:
Name of each exchange on
Title of each class which registered
Pittston Services Group Common Stock, Par Value $1 New York Stock Exchange
Pittston Minerals Group Common Stock, Par Value $1 New York Stock Exchange
4% Subordinated Debentures
Due July 1, 1997 New York Stock Exchange
9.20% Convertible Subordinated
Debentures Due July 1, 2004 New York Stock Exchange
Rights to Purchase Series A Participating
Cumulative Preferred Stock New York Stock Exchange
Rights to Purchase Series B Participating
Cumulative Preferred Stock New York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act: None
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
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Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be contained,
to the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [ ]
As of March 1, 1994, there were issued and outstanding 41,576,551 shares
of Pittston Services Group common stock and 8,333,569 shares of Pittston
Minerals Group common stock. The aggregate market value of such stocks held by
nonaffiliates, as of that date, was $1,143,355,153 and $196,880,568,
respectively.
Documents incorporated by reference: Portions of the Registrant's
definitive Proxy Statement to be filed pursuant to Regulation 14A (Part III).
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PART I
Items 1 and 2: Business and Properties
As used herein, the "Company" includes The Pittston Company ("Pittston")
and its direct and indirect subsidiaries, except as otherwise indicated by the
context. The Company's reportable industry segments for 1993 are Burlington,
Brink's, BHS, Coal and Mineral Ventures. See Note 17 to the Company's
Consolidated Financial Statements. The information set forth under Items 1 and
2 with respect to "Business" and "Properties" is as of March 1, 1994 except
where an earlier or later date is expressly stated. Nothing herein should be
considered as implying that such information is correct as of any date other
than March 1, 1994, except as so stated or indicated by the context.
Activities relating to the Burlington segment are carried on by
Burlington Air Express Inc. and its subsidiaries and certain affiliates and
associated companies in foreign countries (together, "Burlington"). Activities
relating to the Brink's segment (which includes armored car, air courier and
related services) are carried on by Brink's, Incorporated and its subsidiaries
and certain affiliates and associated companies in foreign countries (together,
"Brink's"). Activities relating to the BHS segment are carried on by Brink's
Home Security, Inc. ("BHS"). Activities relating to the Coal segment are
carried on by certain subsidiaries (together, "Coal Operations") of the Company
engaged in the mining, preparation and marketing of bituminous coal, the
purchase of coal for resale and the sale and leasing of coal lands to others.
Activities relating to Mineral Ventures are carried on by Pittston Mineral
Ventures Company and its subsidiaries.
The Company has a total of approximately 22,800 employees.
PITTSTON SERVICES GROUP
Description of Businesses
Pittston Services Group (the "Services Group") consists of the air
freight and logistics management services, armored car and home security
businesses of the Company. Activities relating to the air freight and
logistics management services business are carried on by Burlington.
Activities relating to the armored car business (which includes armored car,
air courier and related services) are carried on by Brink's. Activities
relating to the home security business are carried on by BHS.
Burlington
General
Burlington is primarily engaged in North American overnight air freight
and international air and sea freight forwarding, logistics management services
and customs brokerage. In conducting its forwarding business, Burlington
generally picks up or receives freight shipments from its customers,
consolidates the freight of various customers into shipments for common
destinations, arranges for the transportation of the consolidated freight to
such destinations (using either commercial carriers or, in the case of most of
its domestic and Canadian shipments, its own aircraft fleet and hub sorting
facility) and, at the destinations, distributes the consolidated shipments and
effects delivery to the consignee. In international shipments, Burlington also
frequently acts as customs broker facilitating the clearance of goods through
customs at
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international points of entry. Burlington provides transportation customers
with logistics services and operates warehouse and distribution facilities in
several countries.
Burlington specializes in highly customized global freight forwarding and
logistics services. It has concentrated on providing service to customers with
significant logistics needs, such as manufacturers of computer and electronics
equipment. Burlington offers its customers a variety of service and pricing
alternatives for their shipments, such as overnight delivery, second-day
delivery or deferred service in North America. Internationally Burlington
offers a similar variety of services with ocean, door-to-door delivery and
expedited services. Worldwide, a variety of ancillary services, such as
shipment tracking, inventory control and management reports, are also provided.
Burlington provides air freight service to all major United States cities
as well as most foreign countries through its network of company-operated
stations and agent locations in 104 countries. Burlington markets its services
primarily through its direct sales force but also employs other marketing
methods, including print media advertising and direct mail campaigns. The
pickup and delivery of freight is accomplished principally by independent
contractors.
Burlington's computer system, ARGUS+TM,* is a satellite-based, worldwide
communications system which, among other things, provides continuous worldwide
tracking and tracing of shipments and various data for management information
reports enabling customers to improve efficiency and control costs. Burlington
also utilizes an image processing system to centralize airbill and related
document storage in Burlington's computer for automated retrieval by any
Burlington office. Burlington has also commenced development work on a
positive tracking system that will utilize bar code technology and hand-held
scanners.
Burlington's air freight business has tended to be seasonal, with a
significantly higher volume of shipments generally experienced during March,
June and the period August through November than during the other periods of
the year. The lowest volume of shipments has generally occurred in January and
February.
Aircraft Operations
Burlington utilizes a fleet of 24 leased aircraft providing regularly
scheduled service throughout the United States and certain destinations in
Canada from its freight sorting hub in Toledo, Ohio. Burlington's fleet is
also used for charters and to serve other international markets from time to
time. This system is primarily dedicated to providing reliable next-day
service for domestic and Canadian air cargo customers. At December 31, 1993
Burlington utilized 14 DC8's (including seven DC8-71 aircraft) and two B727's
under lease for terms expiring between 1995 and 1998. Eight additional cargo
aircraft (including two DC8-71 aircraft) were under lease at December 31, 1993,
for terms of less than two years. Given the current state of the aircraft
leasing market, Burlington believes that it should be able to renew these
leases or enter into new leases on terms reasonably comparable to those
currently in effect. Pittston has guaranteed Burlington's obligations under
certain of these leases covering six aircraft. The actual operation and
routine maintenance of the aircraft leased by Burlington is contracted out,
normally for two- to three-year terms, to federally certificated operators
which supply the pilots and other flight services.
- ------------------
* ARGUS+ is a trademark of Burlington
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The nightly lift capacity of the fleet of aircraft in operation at
December 31, 1993, was approximately 1.6 million pounds calculated on an
average freight density of 7.5 pounds per cubic foot. Burlington's nightly
lift capacity varies depending upon the number and type of planes operated by
Burlington at any particular time. Including trucking capacity available to
Burlington, the aggregate nightly cargo capacity through the hub at December
31, 1993, was approximately 3.3 million pounds.
Under its aircraft leases, Burlington is generally responsible for all
the costs of operating and maintaining the aircraft, including any special
maintenance or modifications which may be required by Federal Aviation
Administration ("FAA") regulations or orders. See "Government Regulation"
below. In 1993 Burlington spent approximately $19 million on routine heavy
maintenance of its aircraft fleet. Burlington has made provision in its
financial statements for the expected costs associated with aircraft operations
and maintenance which it believes to be adequate; however, unanticipated
maintenance costs or required aircraft modifications could adversely affect
Burlington's profitability.
The average airframe age of the fleet leased by Burlington under leases
with terms longer than two years is 26 years, although factors other than age,
such as cycles (i.e., numbers of takeoffs and landings) can have a significant
impact on an aircraft's serviceability. Generally, cargo aircraft tend to have
fewer cycles than passenger aircraft over comparable time periods because of
fewer flights per day and longer flight segments.
Fuel costs are a significant element of the total costs of operating
Burlington's aircraft fleet. For each one cent per gallon increase or decrease
in the price of jet fuel, Burlington's airline operating costs may increase or
decrease approximately $50,000 per month. In order to protect against price
increases in jet fuel and crude oil, from time to time Burlington enters into
hedging and other agreements, including swap contracts and options.
Fuel prices are subject to world, as well as local, market conditions.
It is not possible to predict the impact of future conditions on fuel prices
and fuel availability. Competition in the industry is such that no assurance
can be given that any future increases in fuel costs (including taxes relating
thereto) will be recoverable in whole or in part from customers.
Burlington has a lease expiring in October 2013 with the Toledo-Lucas
County Port Authority covering its freight sorting hub and related facilities
(the "Hub") at Toledo Express Airport in Ohio. The Hub consists of various
facilities, including a technologically advanced material handling system which
is capable of sorting approximately one million pounds of freight per hour or
3.3 million pounds during a normal nighttime sorting "window".
Customers
Burlington's domestic and foreign customer base includes thousands of
industrial and commercial shippers, both large and small. Shipments by
domestic computer and electronics manufacturers accounted for approximately 21%
of total domestic revenue in 1993. Burlington's customer base also includes
major companies in the automotive, fashion, pharmaceutical and other industries
where rapid delivery of high-value products is required. In 1993 Burlington's
largest single customer
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accounted for less than 3% of its total worldwide revenues. Burlington does
not have long-term, noncancellable contracts with any of its customers.
Competition
The air and sea freight forwarding and logistics industry has been and is
expected to remain highly competitive. The principal competitive factors in
both domestic and international markets are price, the ability to provide
consistently fast and reliable delivery of shipments and the ability to provide
ancillary services such as warehousing, distribution, shipment tracking and
sophisticated information systems and reports. Overcapacity in the domestic
air freight market has led to aggressive price competition, particularly for
the business of high volume shippers. Burlington competes with other
integrated air freight companies that operate their own aircraft, as well as
with air freight forwarders, express delivery services, passenger airlines and
other transportation companies. Domestically, Burlington also competes with
package delivery services provided by ground transportation companies,
including trucking firms, national bus companies and surface freight
forwarders, which offer specialized overnight services within limited
geographical areas. In September 1993 a major national trucking company
entered the domestic heavy air freight market by acquiring the use of nine
aircraft and an air freight hub in Indiana. Burlington cannot predict the
long-term competitive effect on it by this new competitor, but expects that
such entry will not adversely affect Burlington in any material respect. As a
freight forwarder to, from and within international markets, Burlington also
competes with government owned or subsidized passenger airlines and ocean
shipping companies. In logistics services Burlington competes with many third
party logistics providers.
Government Regulation
The air transportation industry is subject to Federal regulation under
the Federal Aviation Act of 1958, as amended, and pursuant to that statute, the
Department of Transportation ("DOT") may exercise regulatory authority over
Burlington. Although Burlington itself is exempt from most DOT economic
regulations because it is an air freight forwarder, the operation of its
aircraft is subject directly or indirectly to FAA airworthiness directives and
other safety regulations.
Federal statutes authorize the FAA, with the assistance of the
Environmental Protection Agency ("EPA"), to establish aircraft noise standards.
Under the National Emissions Standards Act of 1967, as amended by the Clean Air
Act Amendments of 1970, the administrator of the EPA is authorized to issue
regulations setting forth standards for aircraft emissions. Although the
Federal government generally regulates aircraft engine noise, local airport
operators may, under certain circumstances, regulate airport operations based
on aircraft noise considerations. If airport operators were to restrict
arrivals or departures during certain nighttime hours to reduce or eliminate
air traffic noise for surrounding home areas at airports where Burlington's
activities are centered, Burlington would be required to serve those airports
with Stage III equipment.
The Airport Noise and Capacity Act of 1990 (the "Noise Act") requires
that aircraft not complying with Stage III noise limits be phased out by
December 31, 1999. The Secretary of Transportation may grant a waiver if it is
in the public interest and if the carrier has at least 85% of its aircraft in
compliance with Stage III noise levels by July 1, 1999,
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and has a plan with firm orders for making all of its aircraft comply with such
noise levels not later than December 31, 2003. No waiver may permit the
operation of Stage II aircraft in the United States after December 31, 2003.
The Noise Act requires the FAA to promulgate regulations setting forth a
schedule for the gradual phase-out of Stage II aircraft. The FAA has adopted
rules requiring each "U.S. operator" to reduce the number of its Stage II
aircraft by 25% by the end of 1994, by 50% by the end of 1996, and by 75% by
the end of 1998.
The Noise Act imposes certain conditions and limitations on an airport's
right to impose new noise or access restrictions on Stage II and Stage III
aircraft but exempts present and certain proposed regulations from those
requirements.
Eleven of the aircraft in Burlington's fleet now comply with the Stage
III limits. From 1994 through 1999, Burlington anticipates either modifying or
hush-kitting two DC8-63 aircraft which currently do not comply with Stage III
limits, leasing additional aircraft that do not meet Stage III limits and
hush-kitting such planes as required, or acquiring aircraft that meet Stage III
noise standards. Burlington projects that the cost of modifying or
hush-kitting the remaining aircraft with lease terms of more than two years in
length in its fleet would range from $5 million to $10 million. In the event
additional expenditures are required or costs are incurred at a rate faster
than expected, Burlington could be adversely affected. Nine of the DC8 cargo
aircraft leased by Burlington have been re-engined with CFM 56-2C1 engines
which comply with Stage III noise standards.
Ground transportation and logistics services provided by Burlington are
generally exempt from regulation by the Interstate Commerce Commission.
Burlington, however, is subject to various other requirements and regulations
in connection with the operation of its motor vehicles, including certain
safety regulations promulgated by DOT and state agencies.
International Operations
Burlington's international operations accounted for approximately 54% of
its revenues in 1993. Included in international operations are export
shipments from the United States, which accounted for approximately 52% of
total international revenues in 1993, and operations of foreign subsidiaries
and agents, which together accounted for approximately 48% of such
international revenues.
Burlington is continuing to develop import/export and logistics business
between shippers and consignees in countries other than the United States.
Burlington currently serves most foreign countries, 104 of which are served by
Burlington's network of company-operated stations and agent locations.
Burlington has agents and sales representatives in many key overseas locations,
although such agents and representatives are not subject to long-term,
noncancellable contracts.
A significant portion of Burlington's financial results is derived from
activities in several foreign countries, each with a local currency other than
the U.S. dollar. Because the financial results of Burlington are reported in
U.S. dollars, they are affected by the changes in the value of the various
foreign currencies in relation to the U.S. dollar. Burlington's international
activity is not concentrated in any single
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currency, which limits the risks of foreign rate fluctuation. In addition,
foreign currency rate fluctuations may adversely affect transactions which are
denominated in currencies other than the functional currency. Burlington
routinely enters into such transactions in the normal course of its business.
Although the diversity of its foreign operations limits the risks associated
with such transactions, Burlington uses foreign exchange forward contracts to
hedge the risk associated with certain transactions denominated in currencies
other than the functional currency. In addition, Burlington is subject to the
risks customarily attendant upon operations owned by United States companies in
countries outside the United States, including local economic conditions,
controls on repatriation of earnings and capital, nationalization,
expropriation and other forms of restrictive action by local governments. The
effect of future foreign exchange rates and any such restrictive action on
Burlington cannot be predicted.
Employee Relations
Burlington and its subsidiaries have approximately 5,500 employees
worldwide, of whom about 1,300 are classified as part-time. Approximately 200
of these employees (principally customer service, clerical and/or dock workers)
in Burlington's stations at John F. Kennedy Airport, New York; Newark, New
Jersey; Secaucus, New Jersey; Minneapolis, Minnesota; and Toronto, Canada are
represented by labor unions which in most cases are affiliated with the
International Brotherhood of Teamsters. The collective bargaining agreements
covering such employees expire at various times in 1994 and 1995. Burlington
did not experience any significant strike or work stoppage in 1993 and
considers its employee relations satisfactory.
Substantially all of Burlington's cartage operations are conducted by
independent contractors, and the flight crews for its aircraft are employees of
the independent airline companies which operate such aircraft.
Properties
Burlington operates 212 (118 domestic and 94 international) stations with
Burlington personnel, and has agency agreements at an additional 271 (67
domestic and 204 international) stations. These stations are located near
primary shipping areas, generally at or near airports. Burlington- operated
stations, which generally include office space and warehousing facilities, are
located in 47 states and Puerto Rico. The international stations are located
in 20 countries. Most stations serve not only the city in which they are
located, but also nearby cities and towns. Nearly all Burlington operated
stations are held under lease. The Hub in Toledo, Ohio, is held under a lease
expiring in 2013, with rights of renewal for three five-year periods. Other
facilities, including the corporate headquarters in Irvine, California, are
held under leases having terms of one to ten years.
Burlington owns or leases in the United States and Canada a fleet of
approximately 410 automobiles as well as 164 vans and trucks utilized in
station work or for hauling freight between airport facilities and Burlington's
stations.
Brink's
General
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The major activities of Brink's are contract carrier armored car,
automated teller machine ("ATM"), air courier, coin wrapping, and currency and
deposit processing services. Brink's serves customers through 145 branches in
the United States and 39 branches in Canada. Service is also provided through
subsidiaries, affiliates and associated companies in 42 countries outside the
United States and Canada. These international operations contributed
$14,959,000 of Brink's total 1993 operating profit of $35,008,000. Brink's
ownership interest in these companies varies from approximately 5% to 100%; in
some instances local laws limit the extent of Brink's interest.
Representative customers include banks, commercial establishments,
industrial facilities, investment banking and brokerage firms and government
agencies. Brink's provides its individualized services under separate
contracts designed to meet the distinct transportation and security
requirements of its customers. These contracts are usually for an initial term
of one year or less, but generally continue in effect thereafter until canceled
by either party.
Brink's armored car services include transportation of money from
industrial and commercial establishments to banks for deposit, and
transportation of money, securities and other negotiable items and valuables
between commercial banks, Federal Reserve Banks and their branches and
correspondents, and brokerage firms. Brink's also transports new currency,
coins and precious metals for the United States Mint, the Federal Reserve
System and the Bank of Canada. At times Brink's handles the special movement
of the entire contents of bank and brokerage firm vaults from one location to
another. For transporting money and other valuables over long distances,
Brink's offers a combined armored car and air courier service linking many
cities in the United States and abroad. Brink's does not own or operate any
aircraft, but uses regularly scheduled or chartered aircraft in connection with
its air courier services.
In addition to its armored car pickup and delivery services, Brink's
provides payroll services, change services, coin wrapping services, currency
and deposit processing services, automatic teller machine services, safes and
safe control services, check cashing and pickup and delivery of valuable air
cargo shipments. In certain geographic areas Brink's transports canceled
checks between banks or between a clearing house and its member banks.
Brink's operates a worldwide specialized diamond and jewelry
transportation business and has offices in the major diamond and jewelry
centers of the world, including Antwerp, Bombay, Hong Kong, New York and Tel
Aviv.
A wholly owned subsidiary, Brink's SFB Solutions, Inc., operates a
business acquired in 1992 that develops highly flexible deposit processing and
vault management software systems for the personal computer. Brink's offers a
total processing package and ability to tie together a full range of cash
vault, ATM, transportation, storage, processing, inventory management and
reporting services. Brink's believes that its processing and information
capabilities differentiate its currency and deposit processing services and
enable Brink's to take advantage of the trend by banks, retail business
establishments and others to outsource vaulting and cash room operations.
Brink's activities outside of North America are organized into three
regions: Europe, Latin America and Asia/Pacific. In Europe wholly owned
subsidiaries of Brink's operate in Switzerland and the United Kingdom and
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in the diamond and jewelry business in Belgium, Italy and the United Kingdom.
Brink's has a 70% interest in an operating subsidiary in Israel and a 65%
general partnership interest in Brink's-Nedlloyd VOF in the Netherlands.
Brink's also has ownership interests ranging from 24.5% to 50% in affiliates
operating in Belgium, France, Germany, Ireland, Italy and Jordan. In Latin
America a wholly owned subsidiary operates in Brazil. In recent years Brink's
has reorganized the management, capital and operating structures of its
Brazilian subsidiary to concentrate on the core armored car business in order
to return this company to profitability. Brink's owns a 50.1% interest in a
subsidiary in Chile and a 20% interest in a Mexican company, Servicio Pan
Americano de Proteccion, S.A., which operates one of the world's largest
security transportation services with over 1,700 armored vehicles. Brink's
also has ownership interests ranging from 14% to 49% in affiliates operating in
Barbados, Colombia, Panama, St. Kitts, St. Lucia and Venezuela. In the
Asia/Pacific region a wholly owned subsidiary of Brink's operates in Australia,
and majority owned subsidiaries operate in Hong Kong, Japan and Singapore.
Brink's also has minority interests in affiliates in India, Pakistan, Taiwan
and Thailand.
Competition
Brink's is the oldest and largest armored car service company in the
United States and Canada. The foreign subsidiaries, affiliates and associates
of Brink's compete with numerous armored car and courier service companies in
many areas of operation. In the United States, Brink's presently competes with
two companies which operate numerous branches nationally and with many regional
and smaller local companies. Brink's believes that its service, high quality
insurance coverage and company reputation (including the name "Brink's") are
important competitive factors. However, the cost of service is in many
instances the controlling factor in obtaining and retaining customers. While
Brink's cost structure is generally competitive, certain competitors of Brink's
have lower costs primarily as a result of lower wage and benefit levels.
See also "Government Regulation" below.
Service Mark, Patents and Copyrights
Brink's is a registered service mark of Brink's, Incorporated in the
United States and in certain foreign countries. The Brink's mark and name are
of material significance to Brink's business. Brink's owns patents with
respect to certain coin sorting and counting machines and armored truck design.
Brink's holds copyrights on certain software systems developed by Brink's.
Insurance
Brink's carries up to $100,000,000 of insurance coverage for loss in any
one vehicle or other conveyance and higher coverage up to $800,000,000 in
certain other instances. Insurance policies cover liability for loss, from any
cause except war and nuclear risk, of various types of property entrusted to
Brink's. The various layers of insurance are covered by different groups of
participating underwriters. Such insurance is obtained by Brink's at rates and
upon terms negotiated periodically with the underwriters. The loss experience
of Brink's and, to some extent, other armored carriers affects premium rates
charged to Brink's. A significant hardening of the insurance market coupled
with industry loss experience in recent years has resulted in premium
increases. The
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availability of quality and reliable insurance coverage is an important factor
in the ability of Brink's to obtain and retain customers. Quality insurance is
available to Brink's in major markets although the premiums charged are subject
to fluctuations depending on market conditions. Less expensive armored car and
air courier all-risk insurance is available, but these policies typically
contain unacceptable operating warranties and limited customer protection.
Government Regulation
As an interstate carrier, Brink's is subject to regulation in the United
States by the Interstate Commerce Commission ("ICC"). ICC jurisdiction
includes, among other things, authority over the issuance of operating rights
to transport various commodities and authority over rates. The operations of
Brink's are also subject to regulation by the United States Department of
Transportation with respect to safety of operation and equipment. Intrastate
and intraprovince operations in the United States and Canada are subject to
regulation by state and by Canadian Dominion and provincial regulatory
authorities. Although primarily a contract carrier, Brink's operates in
several states as an intrastate common carrier and is subject to the rate
filing and rate regulation requirements applicable to common carriers
established by such states. Ongoing deregulation steps taken by the ICC and
certain states have greatly facilitated entry by competing armored car
companies in various domestic markets.
Employee Relations
Brink's has approximately 7,100 employees in North America (including
3,100 classified as part-time employees), of whom approximately 60% are members
of armored car crews. Brink's has approximately 5,800 employees outside North
America. Except for three locations, employees in the United States are no
longer covered by collective bargaining agreements. At January 1, 1994,
Brink's was a party to two United States and fourteen Canadian collective
bargaining agreements with various local unions covering approximately 1,131
employees, of whom 1,119 (for the most part members of unions affiliated with
the International Brotherhood of Teamsters) are employees in Canada.
Negotiations are continuing for two agreements that expired in 1993. Four
agreements will expire in 1994 and the remainder will expire thereafter.
No significant work stoppages occurred during 1993. Brink's believes
that its employee relations are generally satisfactory.
Properties
Brink's owns 24 branch offices and holds under lease an additional 185
branch offices, located in 38 states, the District of Columbia, the
Commonwealth of Puerto Rico and nine Canadian provinces. Such branches
generally include office space and garage or vehicle terminals, and serve not
only the city in which they are located but also nearby cities. Brink's
corporate headquarters in Darien, Connecticut, is held under a lease expiring
in 1994. The leased branches include 109 facilities held under long-term
leases, while the remaining 76 branches are held under short-term leases or
month-to-month tenancies.
Brink's owns or leases, in the United States and Canada, approximately
1,600 armored vehicles, 225 panel trucks and 175 other vehicles which are
primarily service cars. In addition, approximately 3,100 Brink's-owned safes
are located on customers' premises. The armored
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vehicles are of bullet-resistant construction and are specially designed and
equipped to afford security for crew and cargo. Brink's subsidiaries and
affiliated and associated companies located outside the United States and
Canada operate approximately 4,000 armored vehicles.
BHS
General
BHS is engaged in the business of installing, servicing and monitoring
electronic security systems primarily in owner-occupied, single-family
residences. At the end of 1993, BHS was monitoring approximately 260,000
systems, including over 58,000 new standard monitored systems that were
installed during the year, and was servicing 44 metropolitan areas in 28 states
and the District of Columbia. Five of those areas were added during 1993.
BHS markets its alarm systems primarily through media advertising,
inbound telemarketing and a direct sales force. BHS also markets its systems
directly to home builders and has entered into several contracts which extend
through 1994.
BHS employees install and service the systems from local BHS branches.
Subcontractors are utilized in some service areas. BHS does not manufacture
any of the equipment used in its security systems; instead, it purchases such
equipment from a small number of suppliers. Equipment inventories are
maintained at each branch office.
BHS's security system consists of sensors and other devices which are
installed at a customer's premises. The equipment is designed to signal
intrusion, fire and medical alerts. When an alarm is triggered, a signal is
sent by telephone line to BHS's central monitoring station near Dallas, Texas.
The monitoring station has been designed and constructed to meet the
specifications of Underwriters' Laboratories, Inc. ("UL") and is UL listed for
residential monitoring. A backup monitoring center in Arlington, Texas,
protects against a catastrophic event at the primary monitoring center. In the
event of an emergency, such as fire, flood, major interruption in telephone
service, or any other calamity affecting the primary facility, monitoring
operations can be transferred to the backup facility.
BHS's alarm service contracts contain provisions limiting BHS's liability
to its customers. Courts have from time to time upheld such provisions, but
there can be no assurance that the limitations contained in BHS's agreements
will be enforced according to their terms in any or all cases. The nature of
the service provided by BHS potentially exposes it to greater risks of
liability than may be borne by other service businesses. However, BHS has not
experienced any major liability losses. BHS carries insurance of various
types, including general liability and errors and omissions insurance, to
protect it from product deficiencies and negligent acts of its employees.
Certain of BHS's insurance policies and the laws of some states limit or
prohibit insurance coverage for punitive or certain other kinds of damages
arising from employees' misconduct.
Regulation
BHS and its personnel are subject to various Federal, state and local
consumer protection, licensing and other laws and regulations. BHS's business
relies upon the use of telephone lines to communicate
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signals, and telephone companies are currently regulated by both the Federal
and state governments. The alarm service industry has experienced a high
incidence of false alarms in some communities, including communities in which
BHS operates. This has caused some local governments to impose assessments,
fines and penalties on subscribers of alarm companies (including BHS) based
upon the number of false alarms reported. There is a possibility that at some
point some police departments may refuse to respond to calls from alarm
companies which would necessitate that private response forces be used to
respond to alarm signals. Regulation of installation and monitoring of fire
detection devices has also increased in several markets.
Competition
BHS competes in many of its markets with numerous small local companies,
regional companies and several large national firms. BHS believes that it is
one of the leading firms engaged in the business of installing, servicing and
monitoring electronic security systems in the single-family home marketplace.
BHS offers a lower initial price than many of its competitors, with a basic
home installation fee of $199 to $399 depending on the market (plus additional
charges for extra equipment that may be requested by the subscriber). In
recent years competition has greatly intensified in all of BHS's markets.
Several significant competitors offer installation prices which match or are
less than BHS's. Many of the small local competitors in BHS's markets continue
to charge $1,000 or more for installation. The regional Bell operating
companies could become significant competitors in the home security business,
depending on regulatory developments affecting those companies. BHS believes
that the quality of its service compares favorably with that provided by
competitors and that the Brink's name and reputation also provide an important
competitive advantage.
Employees
BHS has approximately 1,100 employees, none of whom is covered by a
collective bargaining agreement. BHS believes that its employee relations are
satisfactory.
Properties
BHS operates from 35 leased offices and warehouse facilities across the
United States. All premises protected by BHS alarm systems are monitored from
its central monitoring station in suburban Dallas which is held by BHS under a
lease expiring in 1996. The adjacent National Support Center, where
administrative, technical, and marketing services are performed to support
branch operations, is also held under a lease expiring in 1996. The lease for
the backup monitoring center in Arlington, Texas, expires in 1998. BHS
retains ownership of nearly all the 260,000 systems currently being monitored.
BHS leases all the vehicles used for installation and servicing of its security
systems.
PITTSTON MINERALS GROUP
Description of Businesses
General
Pittston Minerals Group (the "Minerals Group") is primarily engaged in
the mining, preparation and marketing of coal, the purchase of coal for resale
and the sale or leasing of coal lands to others. The Minerals
14
Group produces coal from surface and deep mines located in Virginia, West
Virginia, eastern Kentucky and Ohio. As of December 31, 1993, the Minerals
Group had approximately 390 million tons* of proved and probable coal reserves.
Such reserves consisted of 56% steam coal and 44% metallurgical coal, and 71%
of all coal reserves had a sulphur content of less than 1%. Total coal
production for 1993 amounted to approximately 17.1 million tons. Metallurgical
coal and steam coal each constituted approximately one half of total coal
production for the years ended December 31, 1993, and 1992. Metallurgical coal
is sold to steel and coke producers primarily located in Japan, Korea, Canada,
the United States, Europe, the Mediterranean basin and Brazil. Steam coal is
sold primarily to utilities and industrial customers located in the eastern
United States.
The Minerals Group also explores for and acquires mineral assets other
than coal, although revenues from such activities currently represent less than
3% of Minerals Group revenues.
Business Strategy
The Minerals Group's coal strategy is to become a low-cost producer of
steam coal in the United States while reducing its relative exposure in the
metallurgical coal market. Management believes that demand for steam coal,
particularly low sulphur steam coal, will increase over the next several years
as domestic utilities increase their purchases of low sulphur steam coal in
order to meet increasingly stringent environmental standards. The Minerals
Group has substantial reserves of low sulphur coal which can be produced
primarily from low-cost surface mines. The market for metallurgical coal, by
contrast, has been characterized by weak demand from primary steel producers
and intense competition from foreign coal producers, especially those in
Australia and Canada (who have benefited from a declining currency versus the
U.S. dollar). In addition, the Minerals Group's metallurgical coal is
primarily produced from higher-cost deep mines. Metallurgical coal sales
contracts typically are subject to annual price negotiation, which increases
the risk of long-term investment in coal production facilities and may heighten
exposure to short-term market forces. Steam coal, however, is sold largely to
domestic utilities through long-term contracts which may reduce exposure to
short-term market forces.
Since 1986 the Minerals Group has pursued its strategy through a
combination of (i) selected acquisitions of steam coal assets and related
contracts, (ii) development of low-cost surface mines and (iii) divestitures
and closures of uneconomical metallurgical coal mining operations. For
example, in June 1986 the Minerals Group acquired Paramont Coal Corporation,
which owned significant steam coal surface mining operations in Virginia. In
March 1992 the Minerals Group acquired two major long-term contracts to supply
steam coal to a utility as well as certain advanced highwall mining systems.
With regard to divestitures, in 1992 the Minerals Group sold Sewell Coal
Company, which had conducted deep mine metallurgical coal operations, and sold
certain other coal reserves and coal lands; in February 1993 the Minerals Group
sold a coal preparation plant and related interests in land, equipment and
facilities in Stone, Kentucky, as well as certain coal lands and mining rights,
for $24.0 million in cash and other property; and in December 1993 the Minerals
Group sold the majority of the assets of its captive supply company for $8.4
million. The Minerals Group continuously reviews its business activities with
the objective of purchasing or disposing of coal assets and businesses to
optimize long-term profit
- ---------------------------------
* As referred to herein, "tons" are defined as short tons of 2,000 pounds
unless otherwise indicated.
15
potential.
As a result of such strategic activities, the Minerals Group's steam coal
sales as a percentage of total coal sales have risen from approximately 35% for
1985 to 47% for the year ended December 31, 1993. The Minerals Group's coal
production from surface mines as a percentage of the Minerals Group's total
coal production has grown from approximately 2% for 1985 to 46% for 1993. The
average current production cost per ton of coal sold by the Minerals Group
(including purchased coal) declined from approximately $34.10 for 1985 to
$26.37 for 1993.
The Minerals Group believes that its strategy to become a low-cost
producer of steam coal in the United States will be substantially furthered
through its January 1994 acquisition of substantially all the coal mining
operations and coal sales contracts of Addington Resources, Inc. ("Addington").
This acquisition is expected to add approximately 8.5 million tons of low
sulphur steam coal sales and production and provide substantial additional
reserves of surface mineable low sulphur coal. The contracts acquired, some of
which contain terms in excess of five years, will provide a broader base of
domestic utility customers and reduce exposure in the export metallurgical
market, where contract prices are renegotiated annually.
While Pittston has not yet reached agreements with its principal
metallurgical export coal customers for the contract year commencing April 1,
1994, certain Australian, Canadian and U.S. producers of metallurgical coal
have recently agreed to price reductions of as much as U.S.$4.00 per metric ton
for the upcoming contract year, further exacerbating the deteriorating
conditions in the metallurgical coal market which have been evident for over a
decade. These recent price settlements may require the Minerals Group to
further reduce production and sales to the metallurgical coal market. Given
these recent developments, and in light of the Minerals Group's long-standing
strategy to reduce its exposure in the metallurgical coal market, the Minerals
Group is actively reviewing the carrying value of its production assets to
determine whether they are economically viable and whether the Minerals Group
should accelerate the continuing implementation of this strategy.
Coal Operations
Production
Total coal production by the Minerals Group for 1993 amounted to 17.1
million tons, of which approximately 48% were produced for sale as
metallurgical coal and 52% were produced for sale as steam coal. Such coal
production was derived 46% from surface mines and 54% from deep mines. Total
coal productivity averaged 29 tons per man-day for 1993.
In November 1991 the Minerals Group commenced initial production from its
Heartland surface mine in Lincoln County, West Virginia, which had been
completed on time and within its budget of $27.0 million. Overall mine
productivity at the Heartland mine averaged 64.3 tons per man-day for 1993.
The Group employs a highwall mining system at the Heartland mine and
productivity of this system averaged 77.7 tons per man-day during 1993. Coal
from this mine is currently shipped unwashed to the thermal market. Issues
have arisen with respect to quality which are currently being addressed.
In September 1992 the Minerals Group commenced operation of a new $11
million coal preparation plant in Virginia at the site of the existing Moss 3
plant. The plant is a computer-controlled, state-of-the-art coal processing
complex which the Company believes will enhance the competitive position of the
Minerals Group.
In 1992 Pyxis Resources Company ("Pyxis"), an indirect wholly owned
subsidiary of Pittston, commenced production from the new Pinson Ridge surface
mine in eastern Kentucky, which contributed significantly to Pyxis' production
of 5.2 million tons in 1993. Pyxis achieved average productivity of 33 tons
per man-day for 1993.
16
In April 1993 the Minerals Group commenced production at its new $15
million Tower Mountain surface mine in Logan County, West Virginia, employing
many former underground miners who were retrained to operate large scale
surface equipment. Operating under a mining plan known as mountaintop removal,
the Tower Mountain mine utilizes 150 ton trucks to remove rock and overburden
and uncover coal at very low cost. Through the end of 1993 this operation
produced nearly 0.7 million tons of coal and is expected to achieve production
of nearly 1.2 million tons in 1994.
Productivity continues to benefit from the operating flexibilities
contained in the labor agreements with the United Mine Workers of America (the
"UMWA"). Since the signing of the 1990 Agreement, no significant labor
disruptions have occurred. The Minerals Group's principal labor agreement with
the UMWA expires in June 1994.
Sales
The following table indicates the approximate tonnage of coal sold by the
Minerals Group in 1993, 1992 and 1991 in the domestic (North American) and
export markets and by categories of customers:
1993 1992 1991
(In thousands, except per ton amounts)
Domestic:
Steel and coke producers 1,854 1,931 1,178
Utility, industrial and other 10,277 8,432 6,441
------- ------- -------
12,131 10,363 7,619
Export:
Steel and coke producers 9,821 10,367 10,179
Utility, industrial and other -- -- 66
------- ------- -------
9,821 10,367 10,245
Total sold 21,952 20,730 17,864
======= ======= =======
Group production sold 17,420 17,123 15,196
Purchased coal sold 4,532 3,607 2,668
------- ------- -------
Total sold 21,952 20,730 17,864
======= ======= =======
Average selling price per ton $ 29.67 $30.96 $ 31.76
======= ======= =======
In 1993 the Minerals Group sold approximately 22.0 million tons of coal,
of which approximately 12.9 million tons were sold under contracts having a
term of more than one year ("long-term contracts"). At December 31, 1993,
approximately 71.8 million tons were committed for sale under long-term
contracts expiring at various times through July 2007. Contracts relating to
the greater part of this tonnage are subject to periodic price renegotiation,
which can result in termination by the purchaser or the seller prior to
contract expiration in case the parties should fail to agree upon price.
The ten largest domestic customers purchased 10.2 million tons of coal in
1993 (47% of total coal sales and 84% of domestic coal sales, by tonnage). The
three largest domestic customers purchased 5.9 million tons of coal in 1993
(27% of total coal sales and 49% of domestic coal sales, by tonnage). In 1993
American Electric Power Company purchased 3.2 million tons of coal, accounting
for 15% of total coal sales and 27% of domestic coal sales, by tonnage.
Of the 9.8 million tons of coal sold in the export market in 1993, the
ten largest customers accounted for 6.3 million tons (29% of total coal sales
17
and 65% of export coal sales, by tonnage) and the three largest customers
purchased 2.9 million tons (13% of total coal sales and 30% of export coal
sales, by tonnage). Export coal sales are made principally under annual
contracts or long-term contracts that are subject to annual price renegotia-
tion. Under these export contracts, the price for coal is expressed and paid
in United States dollars.
Virtually all coal sales in the domestic utility market pursuant to
long-term contracts are subject to price adjustment on the basis of escalation
provisions which permit an increase or decrease periodically in the price of
coal sold thereunder to reflect increases and decreases in certain price
indices and, in certain cases, such items as changes in taxes other than income
taxes and, when the coal is sold other than FOB the mine, changes in railroad
and barge freight rates. The provisions, however, are not identical in all of
such contracts, and the selling price of the coal does not necessarily reflect
every change in production costs incurred by the seller. These contracts are
also generally subject to periodic price renegotiation.
Contracts for the sale of metallurgical coal in the domestic and export
markets are generally subject to price renegotiation on an annual basis.
Approximately 2.8 million tons, or 28%, of the Minerals Group's 1993 export
coal sales of metallurgical coal were made to Japanese customers under similar
long-term contracts which continue in effect through various dates, the latest
of which is March 31, 1996, in each case subject to annual negotiation of price
and other terms. Agreements have not been reached with the principal Japanese
customers for the contract year commencing April 1, 1994. However, certain
Australian, Canadian and U.S. producers have agreed to price reductions of as
much as U.S.$3.85 per metric ton for the upcoming contract year.
Payment under contracts with coal customers is generally due 30 days
after shipment, except that agreements with four Brazilian steel mills for the
contract year commencing July 1, 1993 permit the buyers to defer payment of the
purchase price with respect to the sale of 0.8 million tons of coal for up to
181 days, subject to mutual agreement on financing terms. Similar deferred
payment terms were in effect with these Brazilian customers with respect to the
sale of 0.9 million tons of coal for the contract year ending June 30, 1993.
American Eagle Coal Company ("American Eagle"), an indirect wholly owned
subsidiary of Pittston, purchases coal for resale, principally in the export
market. American Eagle purchased 4.3 million tons of coal in 1993.
The Minerals Group owns a 32.5% interest in Dominion Terminal Associates
("DTA"), which leases and operates a ground storage-to-vessel coal transload-
ing facility in Newport News, Virginia. DTA has a throughput capacity of 22.0
million tons of coal per year and ground storage capacity of 2.0 million tons.
A portion of the Minerals Group's share of the throughput and ground storage
capacity of the DTA facility is subject to user rights of third parties which
pay the Minerals Group a fee. The DTA facility serves export customers, as
well as domestic coal users located on the eastern seaboard of the United
States. For information relating to the financing arrangements for DTA, see
Note 11 to the Minerals Group's Consolidated Financial Statements included in
Part II hereof.
In March 1992 the Minerals Group acquired from an affiliate of Addington
for $42.7 million in cash all the stock of one of Addington's subsidiaries,
whose principal assets were two long-term contracts for the sale of steam coal
to a utility. In addition, as part of the transaction the Minerals Group
entered into a four-year contract for the sale of approximately 2.4 million
18
tons of steam coal to an affiliate of Addington and a three-year contract for
the purchase of 2.0 million tons of steam coal from an affiliate of Addington;
however, as a result of the acquisition in January 1994 by the Minerals Group
of substantially all the coal mining operations and coal sales contracts of
Addington, those two contracts will no longer be in effect. In connection with
such acquisition, the Minerals Group entered into a four-year contract for the
purchase of 4.9 million tons of steam coal from an affiliate of Addington. In
addition, as part of the 1994 transaction the Minerals Group also purchased
four highwall mining systems from an affiliate of Addington, bringing to eight
the total number of such systems owned by the Minerals Group. These systems,
which follow contour surface mining, permit coal extraction from exposed seams
up to depths of 1,000 feet and achieve productivity levels which may exceed 100
tons per system per man-day.
Competition
The bituminous coal industry is highly competitive. The Minerals Group
competes with many other large coal producers, including certain major oil
companies with extensive coal operations, and with hundreds of small producers
in the United States and abroad.
In the export market many foreign competitors, particularly Australian,
South African and Canadian coal producers, benefit from certain comparative
advantages existing in the countries in which they operate, such as less
difficult mining conditions, less severe government regulation and lower labor
and health benefit costs, as well as currencies which have been depreciating
against the United States dollar. While the metallurgical coal produced by the
Minerals Group is generally of higher quality and is often used by foreign
steel producers to blend with coals from other sources to improve the quality
of coke and coke oven efficiency, in recent years steel producers have
developed facilities and techniques which, to some extent, enable them to
accept lower quality metallurgical coal in their coke ovens. Moreover, new
technologies for steel production using pulverized coal injection, direct
reduction iron and the electric arc furnace may reduce the demand for
metallurgical coal of all types.
The Minerals Group competes domestically on the basis of the high quality
of its coal which is not only valuable in the making of steel but, because of
low sulphur and high heat content, is also an attractive source of fuel to the
electric utility and other coal burning industries.
Other factors which affect competition include the price, availability
and public acceptance of alternative energy sources (in particular, oil,
natural gas, hydroelectric power and nuclear power), as well as the impact of
federal energy policies. The Minerals Group is not able to predict the effect,
if any, on its business (especially with respect to sales to domestic
utilities) of particular price levels for such alternative energy sources,
especially oil and natural gas. However, any sustained and marked decline in
such prices could have a material adverse effect on such business.
Environmental Matters
The Surface Mining Control and Reclamation Act of 1977 and the
regulations promulgated thereunder ("SMCRA") by the Federal Office of Surface
Mining Reclamation and Enforcement ("OSM"), and the enforcement thereof by the
U.S. Department of the Interior, establish mining and reclamation standards for
all aspects of surface mining as well as many aspects of deep mining. SMCRA
also imposes a tax of $0.35 on each ton of surface-mined coal and $0.15 on each
ton of deep-mined coal. OSM and its state counterparts monitor compliance with
SMCRA and its regulations by the routine issuance of "notices
19
of violation" which direct the mine operator to correct the cited conditions
within a stated period of time. The Minerals Group's policy is to correct the
conditions that are the subject of these notices or to contest those believed
to be without merit in appropriate proceedings. As of December 31, 1993 there
were 14 notices of violation pending (excluding the eight federal notices of
violation and the 157 notices of violation issued by the Commonwealth of
Virginia described below), as well as one cessation order which has been
stayed.
In December 1990 OSM notified the Minerals Group that all future permits
required under SMCRA would be "blocked" and existing permits could be revoked
unless the Minerals Group remedied certain violations of SMCRA allegedly
committed by four of the Minerals Group's former contract miners. All the
alleged violations occurred at least six years ago and each of the contractors
has gone out of business. At no time prior to the notification referred to
above was the Minerals Group notified that OSM considered the Minerals Group to
be responsible for the alleged violations of its contractors and in February
1991 the United States District Court for the Western District of Virginia
issued a preliminary injunction prohibiting OSM from requiring the Minerals
Group "to abate unabated cessation orders, unpaid civil penalties, unpaid
abandoned mine land fees or forfeited state bonds" pertaining to the four
contractors. The Court's decision was based, in part, on the determination
that such action by OSM would violate the due process rights of the Minerals
Group under the United States Constitution. OSM appealed the preliminary
injunction to the Fourth Circuit Court of Appeals but later withdrew its appeal
without prejudice. In February 1992 further proceedings in the District Court
resulted in an expanded preliminary injunction which prohibits OSM from taking
abatement action with respect to the fines and penalties of any of the Minerals
Group's contractors until OSM provides the Minerals Group with adequate notice
and a due process hearing. Thereafter, however, the Court dismissed the
action, concluding that it had to be filed in the District of Columbia. The
Court left its injunction in force pending appeal by the Minerals Group to the
Fourth Circuit Court of Appeals. The Minerals Group filed its appeal with the
Fourth Circuit and the government moved to dissolve the injunction. The Fourth
Circuit has denied the government's motion and stayed its decision on the
appeal pending resolution of other litigation in the District of Columbia
challenging the validity of the ownership and control rules. Under the
injunction, the Minerals Group will be entitled to an independent determination
as to what liability, if any, it has for the fines and penalties of its
contractors.
Notwithstanding the injunction mentioned above, in October 1993 OSM
issued eight notices of violation to the Minerals Group on the ground that the
Minerals Group should have disclosed contractor relationships in permit
applications in Kentucky and West Virginia. Under pressure from OSM, Virginia
issued 157 notices of violation in October 1993. The agencies argue that the
Minerals Group has a duty to disclose its "ownership and control" of
contractors, even though the Minerals Group denies "ownership and control" and
terminated its relationship with most of the contractors prior to adoption of
the regulations. The Minerals Group is vigorously challenging OSM's and
Virginia's actions in administrative proceedings. However, should the agencies
ultimately succeed in linking the Minerals Group to the liabilities of former
contractors, the Minerals Group would incur reclamation and other liabilities
in an amount not presently determinable.
The State of West Virginia has also threatened to block the Minerals
Group's permits for alleged permit violations, delinquent abandoned mine land
fees, and civil penalties of former contractors or lessees in that state. The
civil penalties and fees are alleged to exceed $1.0 million. In addition, if
the Minerals Group is found liable, it will be required to complete certain
20
reclamation work in order to avoid blocking of its permits by the state.
The ultimate amount of civil penalties, fees and reclamation obligations
payable by the Minerals Group, if it is found liable for the foregoing, is not
presently determinable.
The Minerals Group is subject to various federal environmental laws,
including the Clean Water Act, the Clean Air Act and the Safe Drinking Water
Act, as well as state laws of similar scope in Virginia, West Virginia and
Kentucky. These laws require approval of many aspects of coal mining
operations, and both federal and state inspectors regularly visit the Minerals
Group's mines and other facilities to assure compliance.
While it is not possible to quantify the costs of compliance with all
applicable federal and state laws, those costs have been and are expected to
continue to be significant. In that connection, it is estimated that the
Minerals Group will make capital expenditures for environmental control
facilities in the amount of approximately $1.7 million in 1994 and $1.4 million
in 1995. Compliance with these laws has substantially increased the cost of
coal mining, but is, in general, a cost common to all domestic coal producers.
Pittston believes that the competitive position of the Minerals Group has not
been and should not be adversely affected except in the export market where the
Minerals Group competes with various foreign producers subject to less
stringent environmental regulation.
Federal, state and local authorities strictly monitor the sulphur dioxide
and particulate emissions from electric power plants served by the Minerals
Group. In 1990 Congress enacted the Clean Air Act Amendments of 1990, which,
among other things, permit utilities to use low sulphur coals in lieu of
constructing expensive sulphur dioxide removal systems. Pittston believes that
such Act should have a favorable impact on the marketability of the Minerals
Group's extensive reserves of low sulphur coals. However, Pittston cannot
predict at this time the timing or extent of such favorable impact.
Mine Health and Safety Laws
The coal operating companies included within the Minerals Group are
generally liable under federal laws requiring payment of benefits to coal
miners with pneumoconiosis ("black lung"). The Black Lung Benefits Revenue Act
of 1977 and the Black Lung Benefits Reform Act of 1977 (the "1977 Act"), as
amended by the Black Lung Benefits and Revenue Amendments Act of 1981 (the
"1981 Act"), expanded the benefits for black lung disease and levied a tax on
coal production of $1.10 per ton for deep-mined coal and $0.55 per ton for
surface-mined coal, but not to exceed 4.4% of the sales price. In addition,
the 1981 Act provides that certain claims for which coal operators had
previously been responsible will be obligations of the government trust funded
by the tax. The 1981 Act also tightens standards set by the 1977 Act for
establishing and maintaining eligibility for benefits. The Revenue Act of 1987
extended the termination date of the tax from January 1, 1996 to the earlier of
January 1, 2014 or the date on which the government trust becomes solvent.
Pittston cannot predict whether any future legislation effecting changes in the
tax will be enacted.
Stringent safety and health standards have been imposed by federal
legislation since 1969 when the Federal Coal Mine Health and Safety Act was
adopted, which resulted in increased operating costs and reduced productivity.
The Federal Mine Safety and Health Act of 1977 significantly expanded the
enforcement of health and safety standards.
21
Compliance with health and safety laws is, in general, a cost common to
all domestic coal producers. Pittston believes that the competitive position
of the Minerals Group has not been and should not be adversely affected except
in the export market where the Minerals Group competes with various foreign
producers subject to less stringent health and safety regulations.
Labor Agreements; Employee Relations
In May 1987 certain coal subsidiaries of Pittston withdrew as members of
the Bituminous Coal Operators Association (the "BCOA"). For many years the
BCOA had, on behalf of its members (including such subsidiaries), negotiated
collective bargaining agreements with the UMWA. The 1984 National Bituminous
Coal Wage Agreement ("1984 NBCWA"), which had been negotiated by the BCOA in
1984 and to which such subsidiaries were parties, expired on January 31, 1988.
Shortly prior to the expiration of the 1984 NBCWA, the BCOA and the UMWA
entered into the 1988 National Bituminous Coal Wage Agreement (the "1988
NBCWA"). Neither Pittston nor any of its subsidiaries were parties to the 1988
NBCWA.
In January 1990, after a 46-week strike, various coal subsidiaries of
Pittston (collectively, the "Coal Subsidiaries") entered into the 1990
Agreement with the UMWA. The 1990 Agreement will expire on June 30, 1994.
Such Agreement provides for increases in wages and benefits, expanded job
security for the Coal Subsidiaries' employees, new health care cost contain-
ment measures and operational flexibility for the Coal Subsidiaries, including
the right to operate 24 hours per day, seven days per week.
In August 1991 Heartland Coal Company ("Heartland"), a wholly owned
subsidiary included within the Minerals Group, entered into a separate
collective bargaining agreement with the UMWA covering employees of Heartland
at mines located in Lincoln County, West Virginia. That agreement expires on
January 31, 1997. In January 1993 the Coal Subsidiaries entered into a
Memorandum of Understanding which modified the 1990 Agreement to cover the
terms and conditions of employment at the Minerals Group's new Tower Mountain
surface mine located in Logan County, West Virginia. Such Memorandum expires
on January 31, 1997.
At March 1, 1994 approximately 1,050 of the approximately 3,200 employees
engaged in the coal operations of the Minerals Group were members of the UMWA.
The remainder of such employees are either supervisory personnel or
unrepresented hourly employees. Since the signing of the 1990 Agreement, no
significant labor disruptions have occurred. Pittston believes that its
employee relations are satisfactory.
Health Benefit Act
In October 1992 the Coal Industry Retiree Health Benefit Act of 1992 (the
"Health Benefit Act") was enacted as part of the Energy Policy Act of 1992.
The Health Benefit Act established new rules for the payment of future health
care benefits for thousands of retired union mine workers and their dependents.
Part of the burden for these payments has been shifted by the Health Benefit
Act from certain coal producers, which had a contractual obligation to fund
such payments, to producers such as Pittston which have collective bargaining
agreements with the UMWA that do not require such payments and to numerous
other companies which are no longer in the coal business. The Health Benefit
Act establishes a trust fund to which "signatory operators" and "related
persons," including Pittston and certain of its coal subsidiaries
(collectively, the "Pittston Companies"), are obligated to pay annual premiums
for assigned beneficiaries, together with a pro rata share for certain
beneficiaries who never worked for such employers, including, in
22
Pittston's case, the Pittston Companies ("unassigned beneficiaries"), in
amounts to be determined by the Secretary of Health and Human Services on the
basis set forth in the Health Benefit Act.
In October 1993 the Pittston Companies received notices from the Social
Security Administration (the "SSA") with regard to their assigned beneficiaries
for which they are responsible under the Health Benefit Act; the Pittston
Companies also received a calculation of their liability for the first two
years. For 1993 and 1994, this liability (on a pretax basis) is approximately
$9.1 million and $11.0 million, respectively. Pittston believes that the
annual pretax liability under the Health Benefit Act for the Pittston
Companies' assigned beneficiaries will continue in the $10 to $11 million range
for the next ten years and should begin to decline thereafter as the number of
such assigned beneficiaries decreases.
Based on the number of beneficiaries actually assigned by the SSA,
Pittston estimates the aggregate pretax liability relating to the Pittston
Companies' assigned beneficiaries at approximately $265-$275 million, which
when discounted at 8% provides a present value estimate of approximately
$100-$110 million.
The ultimate obligation that will be incurred by Pittston could be
significantly affected by, among other things, increased medical costs,
decreased number of beneficiaries, governmental funding arrangements, and such
federal health benefit legislation of general application as may be enacted.
In addition, the Health Benefit Act requires the Pittston Companies to fund,
pro rata according to the total number of assigned beneficiaries, a portion of
the health benefits for unassigned beneficiaries. At this time, the funding
for such health benefits is being provided from another source and for this and
other reasons the Pittston Companies' ultimate obligation for the unassigned
beneficiaries cannot be determined. Pittston accounts for the obligation under
the Health Benefit Act as a participant in a multi-employer plan and recognizes
the annual cost on a pay-as-you-go basis.
Evergreen Case
In 1988 the trustees of certain pension and benefit trust funds (the
"Funds") established under collective bargaining agreements with the UMWA
brought an action (the so-called "Evergreen Case") against Pittston and a
number of its coal subsidiaries in the United States District Court for the
District of Columbia, claiming that the defendants are obligated to contribute
to the Funds in accordance with the provisions of the 1988 NBCWA, to which
neither Pittston nor any of its subsidiaries is a signatory. In January 1992
the District Court issued an order granting summary judgment on the issue of
liability which was thereafter affirmed by the Court of Appeals. In June 1993
the United States Supreme Court denied a petition for a writ of certiorari.
The case has been remanded to the District Court, and damage and other issues
remain to be decided. In September 1993 the Company filed a motion seeking
relief from the District Court's grant of summary judgment to plaintiffs based
on, among other things, the Company's allegation that plaintiffs improperly
withheld evidence that directly refutes plaintiffs' representations to the
District Court and the Court of Appeals in this case. In December 1993 that
motion was denied.
In furtherance of its ongoing effort to identify other available legal
options for seeking relief from what it believes to be an erroneous finding of
liability in the Evergreen Case, the Company has filed suit against the BCOA
and others to hold them responsible for any damages sustained by the Company as
a result of the Evergreen Case. Although the Company is continuing that
effort, the Company, following the District Court's ruling in
23
December 1993, recognized the potential liability that may result from an
adverse judgment in the Evergreen Case. In any event, any final judgment in the
Evergreen Case will be subject to appeal.
As a result of the Health Benefit Act described above, there is no
continuing liability in this case in respect of health benefit funding after
February 1, 1993.
Properties
The principal properties of the Minerals Group are coal reserves, coal
mines and coal preparation plants, all of which are located in Virginia, West
Virginia, eastern Kentucky and, following the Addington acquisition discussed
above, Ohio. Such reserves are either owned or leased. Leases of land or coal
mining rights generally are either for a long-term period or until exhaustion
of the reserves, and require the payment of a royalty based generally on the
sales price and/or tonnage of coal mined from a particular property. Many
leases or rights provide for payment of minimum royalties.
Pittston estimates that the Minerals Group's proved and probable deep
mining, surface mining and total coal reserves as of December 31, 1993 were
230,000,000, 160,000,000 and 390,000,000 tons, respectively. Such estimates
represent economically recoverable and minable tonnage and include allowances
for extraction and processing.
Of the 390,000,000 tons of proved and probable coal reserves as of
December 31, 1993, approximately 71% has a sulphur content of less than 1%
(which is generally regarded in the industry as low sulphur coal) and
approximately 29% has a sulphur content greater than 1%. Approximately 44% of
such reserves consists of primarily metallurgical grade coal.
As of December 31, 1993 the Minerals Group controlled approximately 650
million tons of additional coal deposits in the eastern United States,
which cannot be expected to be economically recovered without market
improvement and/or the application of new technologies. The Minerals Group
also owns substantial quantities of low sulphur coal deposits in Sheridan
County, Wyoming. The December 31, 1993 tonnage data do not include coal
reserves and deposits acquired in connection with the Addington Acquisition.
Pittston estimates that between 215 million to 220 million tons of proved and
probable coal reserves were acquired in January 1994 in connection with such
Acquisition.
The Minerals Group's mines use modern mechanized mining equipment and
techniques to produce coal. Substantially all deep mines use conveyor systems
to transport coal to the surface where the coal is generally processed by
preparation plants.
Most of the oil and gas rights associated with the Minerals Group's
properties are managed by an indirect wholly owned subsidiary of Pittston
which, in general, receives royalty and other income from oil and gas
development and operation by third parties. The Minerals Group also receives
incidental income from the sale of timber cutting rights on certain properties.
Mineral Ventures
The Minerals Group includes Pittston Mineral Ventures Company and its
subsidiaries ("PMV"), which conduct programs for the purpose of diversification
into natural resources other than coal. PMV's business is directed at locating
and acquiring mineral assets, advanced stage projects and operating mines. PMV
is currently evaluating gold projects in the United States and Australia. An
exploration office has been opened in Reno, Nevada, to coordinate PMV's
expanded exploration program in the Western United States. In 1993 PMV
expended approximately $2,823,000 on all of such programs.
24
The Stawell gold mine, located in the Australian state of Victoria, in
which PMV has a net equity interest of 67%, produced 73,765 ounces of gold in
1993. PMV estimates that on December 31, 1993, the Stawell gold mine had
approximately 2,332,000 tons of proved and probable gold ore reserves at an
average grade of about 0.143 of an ounce per ton. In-mine exploration at
Stawell continues to generate positive results.
PMV also has a 75% interest in a graphite mine near Port Lincoln in South
Australia. Although substantial infrastructure and facilities have been
constructed, processing difficulties and a significant reduction in the market
price for flake graphite have resulted in suspension of all activities. PMV's
total book investment in this project of $7,920,000 was written off in December
of 1993.
Other Matters
The Minerals Group regularly monitors production costs in relation to
prevailing and anticipated market prices in order to determine the economic
viability of its various mines. In 1993 the Minerals Group incurred in the
fourth quarter an after-tax charge of $49 million (approximately $79 million on
a pre-tax basis) relating to mine closings, including employee benefit costs
and certain other noncash charges, together with its estimate of the Minerals
Group's liability in connection with the Evergreen Case. The Minerals Group
regularly reviews the costs and economic viability of its facilities and
operations, and there can be no assurance that additional charges or
write-downs will not occur in 1994 or future years.
MATTERS RELATING TO FORMER OPERATIONS
In April 1990 the Company entered into a settlement agreement to resolve
certain environmental claims against the Company arising from hydrocarbon
contamination at a petroleum terminal facility ("Tankport") in Jersey City, New
Jersey, which operations were sold in 1983. Under the settlement agreement the
Company is obligated to pay for 80% of the remediation costs. Based on data
available to the Company and its environmental consultants, the Company
estimates its portion of the clean-up costs, on an undiscounted basis, using
existing technologies to be between $4.5 million and $13.5 million over a
period of three to five years. Management is unable to determine that any
amount within that range is a better estimate due to a variety of
uncertainties, which include the extent of the contamination at the site, the
permitted technologies for remediation and the regulatory standards by which
the clean-up will be measured by the New Jersey Department of Environmental
Protection and Energy.
The Company commenced an insurance coverage litigation in 1990, in the
United States District Court for the District of New Jersey, seeking a
declaratory judgment that all amounts payable by the Company pursuant to the
Tankport obligation were reimbursable under comprehensive general liability and
pollution liability policies maintained by the Company. Although the
underwriters have disputed this claim, management and its outside legal counsel
believe that recovery is probable of realization in the full amount of the
claim. This conclusion is based upon, among other things, the nature of the
pollution policies which were broadly designed to cover such contingent
liabilities, the favorable state of the law in the State of New Jersey (whose
laws were held by the court to control the interpretation of the policies), and
numerous other factual considerations which support the Company's analysis of
the insurance contracts and rebut many of the underwriters' defenses.
Accordingly, since management and its outside legal counsel believe that
25
recovery is probable of realization in the full amount of the claim, the
Company's financial statements do not reflect any liability in regard to the
Tankport obligation.
Item 3: Legal Proceedings
For a description of the Evergreen Case, see Items 1 and 2: "Pittston
Minerals Group -- Description of Businesses -- Coal Operations -- Evergreen
Case."
Item 4: Submission of Matters to a Vote of Security Holders
Not applicable.
26
Executive Officers of the Registrant
The following is a list as of March 15, 1994, of the names and ages of
the executive and other officers of Pittston and the names and ages of certain
officers of its subsidiaries, indicating the principal positions and offices
held by each. There is no family relationship between any of the officers
named.
Name Age Positions and Offices Held Held Since
Executive Officers
Joseph C. Farrell 58 Chairman, President and Chief 1991
Executive Officer
David L. Marshall 55 Vice Chairman of the Board 1990
Garold R. Spindler 46 Senior Vice President 1990
James B. Hartough 46 Vice President - Corporate Finance 1988
and Treasurer
Frank T. Lennon 52 Vice President - Human Resources 1985
and Administration
Gary R. Rogliano 42 Vice President - Controllership 1991
and Taxes
Other Officers
Karl K. Kindig 42 Vice President - Corporate Development 1991
Jack D. McDaniel 64 Vice President 1979
Michael E. Odom 42 Vice President - Special Projects 1991
Austin F. Reed 42 Vice President, General Counsel and 1994
Secretary
Arthur E. Wheatley 51 Vice President and Director of Risk 1986
Management
Subsidiary Officers
Michael T. Dan 43 President and Chief Executive Officer 1993
of Brink's, Incorporated
Peter A. Michel 51 President and Chief Executive Officer 1988
of Brink's Home Security, Inc.
Garold R. Spindler 46 President and Chief Executive Officer 1990
of Pittston Coal Company
Executive and other officers of Pittston are elected annually and serve at
the pleasure of its Board of Directors.
Mr. Farrell was elected to his present position effective October 1, 1991.
From July 1990 through September 1991, he served as President and Chief
Operating Officer of Pittston, and from 1984 to 1990, he served as Executive
Vice President of Pittston.
Mr. Marshall was elected Vice Chairman and Chief Financial Officer in July
1990 and resigned as Chief Financial Officer in February 1994. He remains as
Vice Chairman of the Board and a director of Pittston. From 1984 to 1990, he
served as Executive Vice President and Chief Financial Officer of Pittston.
Mr. Marshall served as Chairman of Burlington Air Express Inc. from 1985 to
February 1994.
Mr. Spindler was elected President and Chief Executive Officer of Pittston
Coal Company in October 1990. From 1986 to 1990 he served as President of
Pyxis Resources Company, a subsidiary of Pittston. He was elected a Vice
President of Pittston in 1986 and a Senior Vice President in July 1990.
Mr. Kindig was elected Vice President - Corporate Development in October
27
1991. From 1990 to 1991 he served as Vice President and General Counsel of
Pittston Coal Management Company, and from 1986 to 1990 he served as Counsel to
Coal Operations.
Mr. Odom was elected to his present position in October 1991. He served
Pittston Coal Group, Inc. as President and Chief Executive Officer from 1989 to
1991 and as Executive Vice President - Operations from 1986 to 1989.
Mr. Reed has served as Vice President and Secretary since September 1993
and was elected General Counsel in March 1994. Since 1989 he has served as
General Counsel to Brink's, Incorporated and Burlington Air Express Inc.
Mr. Rogliano was elected to his present position in October 1991. From
1986 to 1991, he served as Vice President and Director of Taxes of Pittston.
Messrs. Hartough, Lennon, McDaniel and Wheatley have served in their
present positions for more than the past five years.
Mr. Dan was elected President and Chief Executive Officer of Brink's,
Incorporated in July 1993. From August 1992 to July 1993 he served as
President of North American operations of Brink's, Incorporated and as
Executive Vice President of Brink's, Incorporated from 1985 to 1992.
Mr. Michel was elected President and Chief Executive Officer of Brink's
Home Security, Inc. in April 1988. From 1985 to 1987 he served as President
and Chief Executive Officer of Penn Central Technical Security Company.
28
PART II
Item 5: Market for Registrant's Common Equity
and Related Shareholder Matters
MARKET PRICES OF PITTSTON COMMON STOCK
Market Price
---------------- Dividends
High Low Declared
---- --- ---------
THE PITTSTON COMPANY
- --------------------
1992
1st Quarter ............ $19.00 14.50 $ .05
2nd Quarter ............ 16.63 14.63 .05
3rd Quarter ............ 15.75 12.50 .075
4th Quarter ............ 15.13 11.38 .075
1993
1st Quarter ............ $17.25 13.63 $ .075
2nd Quarter ............ 19.00 15.63 .075
3rd Quarter (through
July 26) .............. 22.63 16.50 -
PITTSTON SERVICES GROUP
- -----------------------
1993
3rd Quarter (commencing
July 6) .............. $22.00 14.50 $ .05
4th Quarter ............ 29.75 21.00 .05
PITTSTON MINERALS GROUP
- -----------------------
1993
3rd Quarter (commencing
July 6) .............. $24.50 11.50 $ .1625
4th Quarter ............. 24.25 20.50 .1625
On July 26, 1993, the outstanding shares of the Company's common stock were
redesignated as Services Stock on a share-for-share basis and a second class of
common stock, designated as Minerals Stock, was distributed on a basis of
one-fifth of one share of Minerals Stock for each share of the Company's common
stock. The common stock prices represent the actual historical high and low
market prices. When issued trading for Services Stock and Minerals Stock
commenced on July 6, 1993.
Services Stock and Minerals Stock are traded on the New York Stock Exchange
under the ticker symbols "PZS" and "PZM", respectively. As of March 1, 1994,
there were approximately 7,300 and 6,100 shareholders of record of Services
Stock and Minerals Stock, respectively.
29
Item 6: Selected Financial Data
30
THE PITTSTON COMPANY AND SUBSIDIARIES
SELECTED FINANCIAL DATA
FIVE YEARS IN REVIEW 1993 1992 1991 1990 1989
---------- ---------- --------- --------- ---------
SALES AND INCOME (IN THOUSANDS):
Net sales and operating revenues ............ $2,256,121 2,073,041 1,884,408 1,806,050 1,597,434
Income (loss) before extraordinary credit
and cumulative effect of accounting
changes ................................... 14,146(B) 49,087(b) (28,835) 46,192 3,795
Extraordinary credit ........................ - - - 14,876 -
Cumulative effect of accounting changes ..... - - (123,017) - -
Net income (loss) ........................... $ 14,146(B) 49,087(b) (151,852) 61,068 3,795
FINANCIAL POSITION (IN THOUSANDS):
Net property, plant and equipment ........... $ 369,821 376,872 332,232 319,348 285,581
Total assets ................................ 1,361,501 1,322,288 1,240,085 1,120,471 984,216
Long-term debt, less current maturities ..... 58,388 91,208 71,962 110,709 92,364
Shareholders' equity ........................ $ 353,512 341,460 316,515 479,732 424,150
AVERAGE COMMON SHARES OUTSTANDING
(IN THOUSANDS) (A):
Pittston Services Group ..................... 36,907 37,081 37,284 37,282 37,642
Pittston Minerals Group ..................... 7,381 7,416 7,457 7,456 7,528
PER PITTSTON SERVICES GROUP COMMON SHARE (A):
Income before extraordinary credit and
cumulative effect of accounting changes ... $ 1.28(B) .74(b) .56 .31 .43
Extraordinary credit ........................ - - - .30 -
Cumulative effect of accounting changes ..... - - .01 - -
Net income .................................. 1.28(B) .74(b) .57 .61 .43
Cash dividends .............................. .1909 .1515 .1212 .1212 .0909
Book value .................................. $ 10.07(C) 9.00(c) 9.64 9.60 8.91
PER PITTSTON MINERALS GROUP COMMON SHARE (A):
Income (loss) before extraordinary credit and
cumulative effect of accounting changes ... $ (4.47) 2.94 (6.66) 4.63 (1.64)
Extraordinary credit ........................ - - - .50 -
Cumulative effect of accounting changes ..... - - (16.54) - -
Net income (loss) ........................... (4.47) 2.94 (23.20) 5.13 (1.64)
Cash dividends .............................. .6204 .4924 .3939 .3939 .2954
Book value .................................. $ (3.31) (C) 1.68(c) (5.80) 16.35 12.09
31
(a) For purposes of computing net income (loss) per common share and book
value per share for Pittston Services Group ("Services Group") and
Pittston Minerals Group ("Minerals Group") for the periods prior to July
1, 1993, the number of shares of Pittston Services Group Common Stock
("Services Stock") are assumed to be the same as the total corresponding
number of shares of The Pittston Company's (the "Company") common stock.
The number of shares of Pittston Minerals Group Common Stock ("Minerals
Stock") are assumed to equal one-fifth of the number of shares of the
Company's common stock (Note 9).
The initial dividends on the Services Stock and Minerals Stock were paid
on September 1, 1993. Dividends paid by the Company prior to September
1, 1993, have been attributed to the Services and Minerals Groups in
relation to the initial dividends paid on the Services Stock and
Minerals Stock.
(b) As of January 1, 1992, Brink's Home Security, Inc. elected to capitalize
categories of costs not previously capitalized for home security
installations to more accurately reflect subscriber installation costs.
The effect of this change in accounting principle was to increase income
(loss) before extraordinary credit and cumulative effect of accounting
changes and net income of the Company and the Services Group by
$2,435,000 or $.07 per share of Services Stock in 1993 and by $2,596,000
or $.07 per share of Services Stock in 1992.
(c) Calculated based on the number of shares outstanding at end of the
period excluding shares outstanding under the Company's Employee
Benefits Trust (Note 9).
32
PITTSTON SERVICES GROUP
SELECTED FINANCIAL DATA
The following Selected Financial Data reflects the results of operations and
financial position of the businesses which comprise Pittston Services Group
("Services Group") and should be read in connection with the Services Group's
financial statements. The financial information of the Services Group and
Pittston Minerals Group ("Minerals Group") supplements the consolidated
financial information of The Pittston Company and Subsidiaries (the "Company")
and, taken together, includes all accounts which comprise the corresponding
consolidated financial information of the Company.
FIVE YEARS IN REVIEW: 1993 1992 1991 1990 1989
---------- ---------- --------- -------- ---------
SALES AND INCOME (IN THOUSANDS):
Operating revenues .............................. $1,569,032 1,415,170 1,302,308 1,252,509 1,150,720
Income before extraordinary credit and
cumulative effect of accounting changes ....... 47,126(b) 27,277(b) 20,841 11,636 16,171
Extraordinary credit ............................ - - - 11,147 -
Cumulative effect of accounting changes ......... - - 311 - -
Net income ...................................... $ 47,126(b) 27,277(b) 21,152 22,783 16,171
FINANCIAL POSITION (IN THOUSANDS):
Net property, plant and equipment ............... $ 188,076 169,736 160,783 158,151 124,712
Total assets .................................... 806,941 767,020 731,973 719,304 642,989
Long-term debt, less current maturities ......... 58,109 91,208 71,962 104,709 85,864
Shareholder's equity ............................ $ 378,369 329,158 359,813 357,858 333,583
AVERAGE PITTSTON SERVICES GROUP COMMON
SHARES OUTSTANDING (IN THOUSANDS) (A) ........... 36,907 37,081 37,284 37,282 37,642
PITTSTON SERVICES GROUP COMMON SHARES
OUTSTANDING (IN THOUSANDS) (A) .................. 41,429 40,533 37,317 37,278 37,439
PER PITTSTON SERVICES GROUP COMMON SHARE (A):
Income before extraordinary credit and
cumulative effect of accounting changes ....... $ 1.28(b) .74(b) .56 .31 .43
Extraordinary credit ............................ - - - .30 -
Cumulative effect of accounting changes ......... - - .01 - -
Net income ...................................... 1.28(b) .74(b) .57 .61 .43
Cash dividends .................................. .1909 .1515 .1212 .1212 .0909
Book value ...................................... $ 10.07(a) 9.00(a) 9.64 9.60 8.91
(a) For purposes of computing net income per common share and book value per
share for the Service Group for the periods prior to July 1, 1993, the
number of shares of Pittston Services Group Common Stock ("Services
Stock") are assumed to be the same as the total corresponding number of
shares of the Company's common stock. The initial dividend on
33
Services Stock was paid on September 1, 1993. Dividends paid by the
Company prior to September 1, 1993, have been attributed to the Services
Group in relation to the initial dividend paid on the Services Stock.
Book value per share is calculated based on the number of shares
outstanding at the end of the period excluding 3,853,778 and 3,951,033
shares outstanding under the Company's Employee Benefits Trust at
December 31, 1993 and 1992, respectively. Shares outstanding under the
Company's Employee Benefits Trust are evaluated for inclusion in the
evaluation of net income per share and have no dilutive effect (Note 1).
(b) As of January 1, 1992, Brink's Home Security, Inc. ("BHS") elected to
capitalize categories of costs not previously capitalized for home
security installations to more accurately reflect subscriber
installation costs. The effect of this change in accounting principle
was to increase income before extraordinary credit and cumulative effect
of accounting changes and net income of the Services Group by $2,435,000
or $.07 per share of Services Stock in 1993 and by $2,596,000 or $.07
per share of Services Stock in 1992.
34
PITTSTON MINERALS GROUP
SELECTED FINANCIAL DATA
The following Selected Financial Data reflects the results of operations and
financial position of the businesses which comprise Pittston Minerals Group
("Minerals Group") and should be read in connection with the Minerals Group's
financial statements. The financial information of Minerals Group and Pittston
Services Group ("Services Group") supplements the consolidated financial
information of The Pittston Company and Subsidiaries (the "Company") and, taken
together, includes all accounts which comprise the corresponding consolidated
financial information of the Company.
FIVE YEARS IN REVIEW: 1993 1992 1991 1990 1989
--------- -------- -------- -------- --------
SALES AND INCOME (IN THOUSANDS):
Net sales ....................................... $ 687,089 657,871 582,100 553,541 446,714
Income (loss) before extraordinary credit and
cumulative effect of accounting changes ....... (32,980) 21,810 (49,676) 34,556 (12,376)
Extraordinary credit ............................ - - - 3,729 -
Cumulative effect of accounting changes ......... - - (123,328) - -
Net income (loss) ............................... $ (32,980) 21,810 (173,004) 38,285 (12,376)
FINANCIAL POSITION (IN THOUSANDS):
Net property, plant and equipment ............... $ 181,745 207,136 171,449 161,197 160,869
Total assets .................................... 606,247 587,696 528,176 401,167 341,227
Long-term debt, less current maturities ......... 279 - - 6,000 6,500
Shareholder's equity ............................ $ (24,857) 12,302 (43,298) 121,874 90,567
AVERAGE PITTSTON MINERALS GROUP COMMON
SHARES OUTSTANDING (IN THOUSANDS) (A) ........... 7,381 7,416 7,457 7,456 7,528
PITTSTON MINERALS GROUP COMMON SHARES
OUTSTANDING (IN THOUSANDS) (A) .................. 8,281 8,107 7,463 7,456 7,488
PER PITTSTON MINERALS GROUP COMMON SHARE (A):
Income (loss) before extraordinary credit and
cumulative effect of accounting changes ....... $ (4.47) 2.94 (6.66) 4.63 (1.64)
Extraordinary credit ............................ - - - .50 -
Cumulative effect of accounting changes ......... - - (16.54) - -
Net income (loss) ............................... (4.47) 2.94 (23.20) 5.13 (1.64)
Cash dividends .................................. .6204 .4924 .3939 .3939 .2954
Book value ...................................... $ (3.31)(a) 1.68(a) (5.80) 16.35 12.09
35
-2-
(a) For purposes of computing net income per common share and book value per
share for the Minerals Group for the periods prior to July 1, 1993, the
number of shares of Pittston Minerals Group Common Stock ("Minerals
Stock") are assumed to equal one-fifth of the number of shares of the
Company's common stock. The initial dividend on Minerals Stock was paid
on September 1, 1993. Dividends paid by the Company prior to September
1, 1993 have been attributed to the Minerals Group in relation to the
initial dividend paid on the Minerals Stock. Book value per share is
calculated based on the number of shares outstanding at the end of the
period excluding 770,301 and 790,207 shares outstanding under the
Company's Employee Benefits Trust at December 31, 1993 and 1992,
respectively. Shares outstanding under the Company's Employee Benefits
Trust are evaluated for inclusion in the calculation of net income per
share and have no dilutive effect (Note 1).
36
Item 7: Management's Discussion and Analysis of Results
of Operations and Financial Condition
37
THE PITTSTON COMPANY AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS
OF OPERATIONS AND FINANCIAL CONDITION
RESULTS OF OPERATIONS
Net income for 1993 was $14.1 million compared with $49.1 million for 1992.
Operating profit totalled $26.1 million for 1993 compared with $89.5 million
for 1992. Net income and operating profit for 1993 included restructuring and
other charges of $48.9 million and $78.6 million, respectively, impacting Coal
and Mineral Ventures operations. Consequently, these operations each reported
operating losses for 1993, while each of The Pittston Company's (the "Company")
services businesses, which include the operations of Burlington Air Express
Inc. ("Burlington"), Brink's, Incorporated ("Brink's") and Brink's Home
Security, Inc. ("BHS"), reported improved operating earnings compared with
1992. Net income and operating profit for 1992 were positively impacted by a
pension credit of $7.0 million and $11.1 million, respectively, relating to the
amortization of the unrecognized initial net pension asset at the date of
adoption of Statement of Financial Accounting Standards ("SFAS") No. 87,
"Employers' Accounting for Pensions", which was recognized over the estimated
remaining average service life of the Company's employees since the date of
adoption which expired at the end of 1992.
In 1991, the Company had a net loss of $151.9 million and an operating loss of
$33.9 million. The operating loss in 1991 included restructuring charges in
the Coal segment of $115.2 million. Excluding the 1991 restructuring charges,
operating profit in the Coal segment increased $5.8 million in 1992 compared
with 1991. The combined operating profit of the Company's services businesses
increased $3.3 million for the same period, with increased results for home
security operations partially offset by decreased results for air freight
operations. As of January 1, 1992, BHS elected to capitalize categories of
costs not previously capitalized for home security installations to more
accurately reflect subscriber installation costs. The effect of this change in
accounting principle was to increase net income in 1992 by $2.6 million.
The net loss for 1991 was due to the coal restructuring charges and to the net
effect of two accounting changes adopted in 1991. The Company adopted the
provisions of SFAS No. 109, "Accounting for Income Taxes" and SFAS No. 106,
"Employers' Accounting for Postretirement Benefits Other Than Pensions". The
cumulative effect of SFAS No. 109 increased net income by $10.1 million in
1991, while the cumulative effect of SFAS No. 106 decreased net income by
$133.1 million in 1991.
BURLINGTON
Operating profit of Burlington increased $22.9 million to $38.0 million in 1993
from $15.1 million in 1992. Worldwide revenues increased $97.8 million or 11%
to $998.1 million in 1993 from $900.3 million in 1992. The increase in
revenues primarily reflects volume increases only partially offset by lower
average yields (revenues per pound). Total weight shipped worldwide for 1993
increased 14% to 1,020.4 million pounds from 893.0 million pounds in 1992.
Operating expenses increased $76.2 million in 1993, while selling, general and
administrative expenses decreased $.5 million in 1993 compared with the prior
year. Selling, general and administrative expenses in 1992 were adversely
affected by charges for costs related to organizational downsizing in both
domestic and foreign operations. Higher operating expenses resulting from the
increased volume of business in 1993 were, however, favorably impacted by
increased efficiency in private fleet operations achieved as a result of a
fleet upgrade to DC8-71 aircraft replacing B707 aircraft, accomplished by lease
transactions at year-end 1992 and in early 1993. Two additional DC8-71's were
added to the fleet during the fourth quarter of 1993, replacing less fuel
efficient DC8-63 freighters. These aircraft meet Stage III noise regulations
and provide the company with a significant increase in its lift capacity.
During the 1993 fourth quarter Burlington also completed a 30% expansion of its
airfreight hub in Toledo, Ohio. This expansion assists in achieving continuing
efficiency gains, including higher average weight shipped per container.
38
The increase in operating profit for 1993 compared with 1992 is attributable to
increased Americas' operating profit of $22.0 million and increased foreign
operating profit of $.9 million. The increase in Americas' operating profit
was largely due to increased domestic and export volume and lower
transportation costs per pound, partially offset by decreased average yields.
Intra-Americas' volume increases resulted from strong electronics industry
shipments as well as increased shipments from the health care industry, retail
businesses and local accounts. While average yields decreased in 1993 compared
with 1992 reflecting a highly competitive pricing environment, market
improvement was evident during the last quarter of the year as load factors
reached record levels throughout the industry.
Burlington's operating profit decreased $4.7 million to $15.1 million in 1992
from $19.8 million in 1991 even though worldwide revenues increased $69.4
million or 8%. The increase in revenues reflected significant company-wide
volume increases occurring principally during the latter part of 1992, offset
by weaker average yields. The 1992 volume gains reflected recovering economic
conditions. Yield declines resulted from a change in customer mix, due to a
loss of high-yielding business with volume gains in lower-yielding accounts,
and a change in product mix to an increased proportion of second-day business.
The decline in operating profit, resulting from increased operating expenses
which exceeded increased revenues is principally attributable to decreased
Americas' operating profit of $8.3 million, which was only partially offset by
increased foreign operating profit of $3.6 million.
Americas' operating profit was adversely affected by decreased yields in 1992,
only partially offset by volume gains. Operating profit of foreign
subsidiaries increased $3.6 million in the aggregate to $12.5 million from $8.9
million in 1991 as improved results in the Far East more than offset declines
in Europe. Operating profit in the Far East benefitted from volume increases
despite pressures on yields. Operating profit in Europe was adversely impacted
by the weakening in foreign currencies in relation to the U.S. dollar.
However, margins in local currencies were maintained due to strong volumes,
despite lower yields. In 1991, although operating expenses were adversely
affected by $2.8 million of costs related to the move of Burlington's freight
sorting hub from Fort Wayne, Indiana to Toledo Express Airport in Ohio, station
costs and corporate support group costs were positively impacted by
productivity gains.
BRINK'S
Operating profit of Brink's totalled $35.0 million in 1993 compared with $30.4
million in 1992. Worldwide operating revenues increased 9% or $37.9 million to
$481.9 million with increased operating expenses and selling, general and
administrative expenses of $31.7 million. Revenues increased for North
American operations largely as a result of new business, but were partially
offset by weak securities volumes for U.S. air courier operations. Operating
expenses increased largely as a result of new business expansion, while
selling, general and administrative expenses increased only slightly compared
with the prior year. Other operating income decreased $1.5 million in 1993
almost entirely due to a $1.2 million decrease in equity earnings of foreign
affiliates.
Improved operating results from North American ground operations, air courier
operations and international subsidiaries in 1993 compared with 1992 were
partially offset by decreased equity earnings of foreign affiliates. North
American ground operations had a 25% or $3.6 million operating profit
improvement in 1993 compared with 1992 with increases in ATM, armored car and
coin wrapping results, partially offset by a decrease in currency processing
results. Air courier results increased $.5 million in 1993 largely due to high
volume of precious metals exports, foreign currency shipments and new money
shipments, which more than offset lower diamond and jewelry margins and the
continued decline in the domestic securities business. Operating results for
international subsidiaries increased $1.2 million compared with 1992, while
equity earnings of foreign affiliates, included in operating profit decreased
$1.2 million to $6.9 million in 1993 from $8.1 million in 1992. The increased
results for international subsidiaries were largely attributable to earnings
reported for operations in Brazil, partially offset by decreased results
39
from a U.K. subsidiary. Operations in Brazil reported a $1.4 million operating
profit in 1993 compared with a $.3 million operating loss in 1992. Although
results were positive during 1993, operational and inflationary problems caused
by the Brazilian economy make it uncertain as to whether this favorable trend
in earnings will continue. Results in the U.K. were affected by competitive
price pressures and recessionary pressures and were impacted by the cost of a
labor settlement which will reduce future labor rates. In 1993, equity
earnings of foreign affiliates were negatively impacted by substantially lower
earnings of a 20% owned affiliate in Mexico. Operations in Mexico have been
affected by a recessionary economy, new competitive pressures, losses from new
business ventures and severance costs incurred in streamlining the work force.
In 1992, Brink's operating profit increased $.4 million to $30.4 million from
$30.0 million in 1991. Worldwide operating revenues increased 7% or $28.7
million to $444.0 million with increased operating expenses and selling,
general and administrative expenses of $27.3 million and decreased other
operating income of $1.0 million. Revenues increased for domestic operations
as a result of new business, expansion of service with existing customers and
increased specials work as a result of Hurricane Andrew. U.S. revenue
increases were partially offset by decreases from Canada as a result of
competitive pricing pressures as well as recessionary pressures. Operating
costs increased as a result of providing new and expanded service for domestic
customers, rising foreign labor costs and costs incurred for expansion in
foreign markets. These operating cost increases were partially offset by
benefits gained from domestic operating efficiencies. Increased operating
results from foreign and North American ground operations of $2.2 million and
$.3 million, respectively, were offset by a $2.1 million reduction in air
courier profits. Operating profit of North American ground operations in 1992
increased 2% to $14.3 million from $14.0 million in 1991. Canadian operations
continued to be adversely impacted by the weak economy and significant
competitive pressures. The slight increase in North American operating profits
was attributable to increases in armored car and coin wrapping results, almost
entirely offset by decreases in ATM and currency processing results. Operating
profit of domestic and international air courier operations in the aggregate
declined by 44% to $2.7 million in 1992 from $4.8 million in 1991, as increases
in international diamond and jewelry business were more than offset by reduced
Canadian profits.
Foreign subsidiaries had operating profit of $7.2 million in 1992 compared with
$3.7 million in the prior year as increased results in Brazil, Israel and Chile
more than offset an earnings decline in the United Kingdom. Although the
operating loss for Brazil decreased $3.3 million in 1992 compared with 1991,
operations in Brazil, while nearly breaking even, continued to be adversely
impacted by cost and pricing pressures caused by a hyperinflationary economy.
Operations in Israel benefitted from a growing share of local diamond
shipments. Operations in the United Kingdom were affected by competitive price
pressures as well as recessionary pressures. Equity earnings of foreign
affiliates included in operating profit increased by $.5 million in 1992 to
$8.1 million primarily due to higher operating results reported by an affiliate
in France. Results from Brink's Mexican affiliate were strong, although 1992
results fell short of prior year earnings. While results for both subsidiaries
and equity affiliates increased over the prior year, overhead expenses
increased $2.0 million principally for costs related to tighter management
oversight and expansion in European markets.
BHS
Operating profit of BHS aggregated $26.4 million in 1993 compared with $16.5
million in 1992 and $8.9 million in 1991. The $9.9 million increase in
operating profit in 1993 compared with 1992 reflects increased monitoring
margin of $11.6 million, partially offset by increased installation expenses of
$.9 million and increased overhead costs of $.8 million. The $7.6 million
increase in operating profits in 1992 compared with 1991 reflects increased
monitoring margin of $7.8 million and reduced installation expenses of $2.5
million, partially offset by increased overhead costs of $2.7 million.
40
The increased monitoring margin in 1993 as in 1992 was largely attributable to
an expanding subscriber base which resulted in improved economies of scale and
other cost efficiencies achieved in servicing BHS's subscribers. Monitoring
margin in 1993 also benefitted from higher per subscriber revenues. At
year-end 1993, BHS had approximately 259,600 subscribers, 44% more than the
year-end 1991 subscriber base. New subscribers totalled 59,700 in 1993 and
51,300 in 1992. As a result, BHS's average subscriber base increased by 20% in
1993 and in 1992 when compared with each year prior.
The increased installation expenses in 1993 compared with 1992 largely resulted
from the increase in new installations. The reduced installation expenses in
1992 reflect a change in the capitalization rate for home security
installations. As of January 1, 1992, BHS elected to capitalize categories of
costs not previously capitalized for home security installations to more
accurately reflect subscriber installation costs included as capitalized
installation costs, which added $4.1 million and $4.3 million to operating
profit in 1993 and 1992, respectively. The additional costs not previously
capitalized consisted of costs for installation labor and related benefits for
supervisory, installation scheduling, equipment testing and other support
personnel (in the amount of $2.6 million and $2.3 million in 1993 and 1992,
respectively) and costs incurred in maintaining facilities and vehicles
dedicated to the installation process (in the amount of $1.5 million and $2.0
million in 1993 and 1992, respectively). The increase in the capitalization
rate, while adding to current period profitability comparisons, defers
recognition of expenses over the estimated useful life of the installed asset.
The additional subscriber installation costs which are currently capitalized
were expensed in prior years for subscribers in those years. Because
capitalized subscriber installation costs for periods prior to January 1, 1992
were not adjusted for the change in accounting principle, installation costs
for subscribers in those years will continue to be depreciated based on the
lesser amounts capitalized in those periods. Consequently, depreciation of
capitalized subscriber installation costs in the current year and until such
capitalized costs prior to January 1, 1992 are fully depreciated will be less
than if such prior periods' capitalized costs had been adjusted for the change
in accounting. However, the Company believes the effect on net income in 1993
and in 1992 was immaterial. While the amounts of the costs incurred which are
capitalized vary based on current market and operating conditions, the types
of such costs which are currently included in BHS's capitalization rate will
not change. The change in the capitalization rate has no additional effect on
current or future cash flows or liquidity.
COAL
Coal operations had a $48.2 million operating loss in 1993 compared with an
operating profit of $36.9 million in 1992. Operating results in 1993 included
a $70.7 million charge for closing costs for mines which were closed at the end
of 1993 and scheduled closures of mines in early 1994, including employee
benefit costs and certain other noncash charges, together with the estimated
liability in connection with previously reported litigation (the so-called
"Evergreen Case") brought against the Company and a number of its coal
subsidiaries by the trustees of certain pension and benefit trust funds
established under collective bargaining agreements with the United Mine Workers
of America ("UMWA"). Excluding this charge, coal operating results decreased
$14.4 million in 1993 compared with 1992. Operating income in 1993 was
negatively impacted by $10.0 million in expenses relating to retiree health
benefits required by federal legislation enacted in October 1992 and a $1.8
million charge to settle litigation related to the moisture content of tonnage
used to compute royalty payments to the UMWA pension and benefit funds during
the period ended February 1, 1988. Coal operating profit also included other
operating income of $9.8 million in 1993 compared with $9.0 million in the
year-earlier period primarily for third party royalties and sales of properties
and equipment.
Average margin (realization less current production costs of coal sold) in 1993
of $3.30 per ton decreased 6% or $.20 per ton for the current year, as a 4% or
$1.29 per ton decrease in average realization was only partially offset by a 4%
or $1.09 per ton decrease in average current production costs of coal sold.
The decrease in average realization in 1993 reflected lower export pricing and
a downward price
41
revision on a key domestic utility contract. The decrease in average current
production costs of coal sold in 1993 was mainly due to a higher proportion of
production sourced from company surface mine operations.
Sales volume of 22.0 million tons in 1993 was 6% higher than sales volume in
the year earlier. Production totalled 17.1 million tons in 1993, which was
slightly lower than production in 1992. In 1993, 54% of total production was
derived from deep mines and 46% was derived from surface mines compared with
65% and 35% of deep and surface mine production, respectively, in 1992.
The strike by the UMWA against certain coal producers in the eastern United
States, which lasted throughout a significant portion of 1993, has been
settled. None of the operations of the Company's coal subsidiaries were
involved in the strike. As a result of the strike, the supply of metallurgical
coal was appreciably reduced. However, Australian producers increased
production to absorb the shortfall. The strike had little impact on coal
operating profits during 1993 since a large proportion of production is under
contract. Coal operations benefitted from improved spot prices for domestic
steam coal on relatively small amounts of uncommitted tonnage available for
this market.
Steam coal prices, which had strengthened during the strike, however, have
weakened since the strike has been settled. Competition in the export
metallurgical coal market is expected to be strong for the contract year
beginning April 1994. While the Company has not yet reached agreements with
its principal metallurgical export coal customers for such contract year,
certain Australian, Canadian and U.S. producers of metallurgical coal have
recently agreed to price reductions of as much as U.S. $4.00 per metric ton for
the upcoming contract year, further exacerbating the deteriorating conditions
in the metallurgical coal market which have been evident for over a decade.
These recent price settlements may require the Company to further reduce
production and sales to the metallurgical coal market. Given these recent
developments, and in light of the Company's long-standing strategy to reduce
its exposure in the metallurgical coal market, the Company is actively
reviewing the carrying value of its production assets to determine whether they
are economically viable and whether the Company should accelerate the
continuing implementation of this strategy.
During early 1994, coal production was sharply impacted by severe weather
conditions which affected much of the United States. These weather conditions
also restricted trucking of coal to plants and terminals and impaired shipments
from river terminals due to frozen harbors.
On January 14, 1994, Coal operations completed the acquisition of substantially
all the coal mining operations and coal sales contracts of Addington Resources,
Inc. This acquisition is expected to add approximately 8.5 million tons of low
sulphur steam coal sales and production and provide substantial additional
reserves of surface minable low sulphur coal. The contracts acquired, some of
which contain terms in excess of five years, will provide a broader base of
domestic utility customers and reduce exposure in the export metallurgical
market, where contract prices are renegotiated annually.
The Company's principal labor agreement with the UMWA expires on June 30, 1994.
In 1992, operating profit for coal was $36.9 million compared with an operating
loss of $84.1 million in 1991. Operating results in 1991 included $115.2
million of restructuring charges primarily related to costs associated with
mine shutdowns. Production was augmented in 1992 with the addition of a new
surface mine in eastern Kentucky, the on-time start-up of the $11 million new
Moss 3 preparation plant in September and success of the highwall mining
systems utilized at the Heartland surface mine in West Virginia.
42
Excluding the 1991 restructuring charges, operating results for the Coal
segment increased $5.8 million in 1992 compared with 1991. Operating results
in 1991 included gains of $5.8 million from the disposal of excess coal
reserves. There were no comparable disposals in 1992. Operating profit in
1992 benefitted from a 2.9 million (16%) increase in tonnage sold largely due
to shipments to utilities under coal sales contracts acquired in March 1992 and
under a contract being supplied by the Company's Heartland mine which began
operations in the fourth quarter of 1991. Average margin per ton improved
nearly 2% in 1992 compared with 1991, due to a 3% or $.85 per ton decrease in
average current production costs of coal sold per ton only partially offset by
lower per ton realization. The decrease in average current production costs of
coal sold per ton reflects the increase in tonnage sold, increased productivity
and a change in production mix. In 1992, 65% of total production was derived
from deep mines, and 35% of production was derived from surface mines compared
with 76% and 24% of deep and surface mine production, respectively, in 1991.
Operating profit in 1992 also benefitted from a $2.4 million reduction in
federal and state black lung expenses due to favorable claims experience.
In October 1992, the Coal Industry Retiree Health Benefit Act of 1992 (the
"Health Benefit Act") was enacted as part of the Energy Policy Act of 1992.
The Health Benefit Act established new rules for the payment of future health
care benefits for thousands of retired union mine workers and their dependents.
Part of the burden for these payments has been shifted by the Health Benefit
Act from certain coal producers, which had a contractual obligation to fund
such payments, to producers such as the Company which have collective
bargaining agreements with the UMWA that do not require such payments and to
numerous other companies which are no longer in the coal business. The Health
Benefit Act established a trust fund to which "signatory operators" and
"related persons," including the Company and certain of its coal subsidiaries
(the "Pittston Companies") would be obligated to pay annual premiums for
assigned beneficiaries, together with a pro rata share for certain
beneficiaries who never worked for such employers ("unassigned beneficiaries"),
in amounts to be determined by the Secretary of Health and Human Services on
the basis set forth in the Health Benefit Act.
In October 1993, the Pittston Companies received notices from the Social
Security Administration (the "SSA") with regard to their assigned beneficiaries
for which they are responsible under the Health Benefit Act; the Pittston
Companies also received a calculation of their liability for the first two
years. For 1993 and 1994, this liability (on a pretax basis) is approximately
$9.1 million and $11.0 million, respectively. The Company believes that the
annual liability under the Health Benefit Act for the Pittston Companies'
assigned beneficiaries will continue in the $10 to $11 million range for the
next ten years and should begin to decline thereafter as the number of such
assigned beneficiaries decreases.
Based on the number of beneficiaries actually assigned by the SSA, the Company
estimates the aggregate pretax liability relating to the Pittston Companies'
assigned beneficiaries at approximately $265-$275 million, which when
discounted at 8% provides a present value estimate of approximately $100-$110
million.
The ultimate obligation that will be incurred by the Company could be
significantly affected by, among other things, increased medical costs,
decreased number of beneficiaries, governmental funding arrangements and such
federal health benefit legislation of general application as may be enacted.
In addition, the Health Benefit Act requires the Pittston Companies to fund,
pro rata according to the total number of assigned beneficiaries, a portion of
the health benefits for unassigned beneficiaries. At this time, the funding
for such health benefits is being provided from another source and for this and
other reasons the Pittston Companies' ultimate obligation for the unassigned
beneficiaries cannot be determined. The Company accounts for its obligations
under the Health Benefit Act as a participant in a multi-employer plan and
recognizes the annual cost on a pay-as-you-go basis.
In February 1990, the Pittston Coal Group companies and the UMWA entered into a
successor collective bargaining agreement that resolved a labor dispute and
related strike of Pittston Coal Group operations by UMWA-represented employees
that began on April 5, 1989. As part of the agreement, the Pittston Coal Group
companies agreed
43
to make a $10 million lump sum payment to the 1950 Benefit Trust Fund and to
renew participation in the 1974 Pension and Benefit Trust Funds at specified
contribution rates. These aspects of the agreement were subject to formal
approval by the trustees of the funds. The trustees did not accept the terms
of the agreement and, therefore, payments are being made to escrow accounts for
the benefit of union employees.
In 1988, the trustees of certain pension and benefit trust funds established
under collective bargaining agreements with the UMWA brought an action (the
so-called "Evergreen Case") against the Company and a number of its coal
subsidiaries in the United States District Court for the District of Columbia,
claiming that the defendants are obligated to contribute to such trust funds in
accordance with the provisions of the 1988 National Bituminous Coal Wage
Agreement, to which neither the Company nor any of its subsidiaries is a
signatory. In January 1992, the Court issued an order granting summary
judgment in favor of the trustees on the issue of liability, which was
thereafter affirmed by the Court of Appeals. In June 1993 the United States
Supreme Court denied a petition for a writ of certiorari. The case has been
remanded to District Court, and damage and other issues remain to be decided.
In September 1993, the Company filed a motion seeking relief from the District
Court's grant of summary judgment based on, among other things, the Company's
allegation that plaintiffs improperly withheld evidence that directly refutes
plaintiffs' representations to the District Court and the Court of Appeals in
this case. In December 1993, that motion was denied.
In furtherance of its ongoing effort to identify other available legal options
for seeking relief from what it believes to be an erroneous finding of
liability in the Evergreen Case, the Company has filed suit against the
Bituminous Coal Operators Association and others to hold them responsible for
any damages sustained by the Company as a result of the Evergreen Case.
Although the Company is continuing that effort, the Company, following the
District Court's ruling in December 1993, recognized the potential liability
that may result from an adverse judgment in the Evergreen Case. In any event,
any final judgment in the Evergreen Case will be subject to appeal.
As a result of the Health Benefit Act, there is no continuing liability in this
case in respect of health benefit funding after February 1, 1993.
MINERAL VENTURES
Mineral Ventures was formed in 1989 to develop opportunities in minerals other
than coal. Mineral Ventures operations reported an operating loss of $8.3
million for 1993. This loss includes a $7.9 million charge related to the
write-down of the company's investment in the Uley graphite mine in Australia.
Although reserve drilling of the Uley property indicates substantial graphite
deposits, processing difficulties, depressed graphite prices which have
remained significantly below the level prevailing at the start of the project
and an analysis of various technical and marketing conditions affecting the
project resulted in the determination that the assets have been impaired and
that loss recognition was appropriate. Excluding the $7.9 million charge,
Mineral Ventures operations incurred a $.4 million operating loss. Operating
results for 1993 reflected production from the Stawell gold mine. In December
1992, Mineral Ventures acquired its ownership in the Stawell property through
its participation in a joint venture with Mining Project Investors Pty Ltd.,
(in which Mineral Ventures holds a 34% interest). The Stawell gold mine, which
is in western Victoria, Australia, currently has proved reserves for
approximately four years of production and a current annual output of
approximately 70,000 ounces. The joint venture also has exploration rights in
the highly prospective district around the mine. Mineral Ventures has a 67%
net equity interest in the Stawell mine and its adjacent exploration acreage.
In 1993, the Stawell mine produced 73,765 ounces of gold with Mineral Ventures'
share of the operating profit amounting to $4.9 million. The contribution to
operating profit from the Stawell mine was offset by administrative overhead in
addition to exploration expenditures related chiefly to other potential gold
mining projects.
Operating losses, which primarily related to expenses for project review and
exploration, totalled $3.4 million in 1992 and $3.5 million in 1991.
44
FOREIGN OPERATIONS
A portion of the Company's financial results is derived from activities in
several foreign countries, each with a local currency other than the U.S.
dollar. Because the financial results of the Company are reported in U.S.
dollars, they are affected by the changes in the value of the various foreign
currencies in relation to the U.S. dollar. The Company's international
activity is not concentrated in any single currency, which limits the risks of
foreign rate fluctuations. In addition, foreign currency rate fluctuations may
adversely affect transactions which are denominated in currencies other than
the functional currency. The Company routinely enters into such transactions
in the normal course of its business. Although the diversity of its foreign
operations limits the risks associated with such transactions, the Company uses
foreign exchange forward contracts to hedge the risks associated with certain
transactions denominated in currencies other than the functional currency.
Realized and unrealized gains and losses on these contracts are deferred and
recognized as part of the specific transaction hedged. At December 31, 1993,
the Company held foreign exchange forward contracts of approximately $4.6
million. In addition, cumulative translation adjustments relating to
operations in countries with highly inflationary economies are included in net
income, along with all transaction gains or losses for the period. Brink's
subsidiaries in Brazil and Israel operate in such highly inflationary
economies.
Additionally, the Company is subject to other risks customarily associated with
doing business in foreign countries, including economic conditions, 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
Other operating income increased $.9 million to $20.0 million in 1993 from
$19.1 million in 1992 and decreased $11.1 million in 1992 from $30.2 million in
1991. Other operating income principally includes the Company's share of net
income of unconsolidated foreign affiliates, which are substantially
attributable to equity affiliates of Brink's, and royalty income from coal and
natural gas properties. Equity earnings of foreign affiliates totalled $7.5
million, $8.0 million and $7.7 million in 1993, 1992 and 1991, respectively.
In 1991, other operating income also included gains aggregating $5.8 million
from the disposal of certain excess coal reserves.
CORPORATE AND OTHER EXPENSES
General corporate expenses were comparable for 1993, 1992 and 1991 and
aggregated $16.7 million, $17.1 million and $16.1 million, respectively, in
those years.
Other income (expense), net was a net expense of $4.6 million in 1993, a net
expense of $4.0 million in 1992 and net income of $9.8 million in 1991. The
net amounts in 1992 and 1991 included gains of $2.3 million and $11.1 million,
respectively, from the sales of investments in leveraged leases.
INTEREST EXPENSE
Interest expense totalled $10.2 million, $11.1 million and $15.9 million for
1993, 1992 and 1991, respectively. The $1.1 million decrease for 1993 compared
with 1992 was largely a result of lower interest rates worldwide. The $4.8
million decrease in interest expense for 1992 compared with 1991 was
principally due to lower average interest rates during 1992.
TAXES AND EXTRAORDINARY CREDITS
In 1993, the provision for income taxes is less than the statutory federal
income tax rate of 35% due to the tax benefits of percentage depletion,
favorable adjustments to the Company's deferred tax assets as a result of the
increase in the statutory U.S. federal income tax rate and a reduction in the
valuation allowance for deferred tax assets primarily in foreign jurisdictions.
These benefits were partially offset by state income taxes and goodwill
amortization. In 1992, the provision for income taxes exceeded the statutory
federal income tax rate of 34% primarily due to provisions for state income
taxes, goodwill amortization and the increase in the
45
valuation allowance for deferred tax assets. In 1991, the credit for income
taxes was less than the amount that would have been recognized using the
statutory federal income tax rate of 34% since provisions for state income
taxes, taxes on foreign earnings and goodwill amortization were in excess of
the tax benefit from percentage depletion.
Based on the Company's historical and expected taxable earnings, management
believes it is more likely than not that the Company will realize the benefit
of the existing deferred tax asset at December 31, 1993.
FINANCIAL CONDITION
CASH FLOW PROVIDED BY OPERATING ACTIVITIES
Cash provided by operating activities for 1993 totalled $119.9 million compared
with $124.8 million in 1992. Cash required to support the Company's investing
and financing activities was less than cash generated from operations and, as a
result, there were net repayments of debt in 1993 of $30.2 million and cash and
cash equivalents increased $2.1 million during 1993. Net income, noncash
charges and changes in operating assets and liabilities in 1993 were
significantly affected by after-tax restructuring and other charges of $48.9
million which had no effect in 1993 on cash generated by operations. Of the
total amount of the 1993 charges, $10.8 million was for noncash write-downs of
assets and the remainder represents liabilities, of which $7.0 million are
expected to be paid in 1994. The Company intends to fund any cash requirements
during 1994 with anticipated cash flows from operations, with shortfalls, if
any, financed through borrowings under revolving credit agreements or
short-term borrowing arrangements.
CAPITAL EXPENDITURES
Cash capital expenditures totalled $97.8 million in 1993. An additional $64.0
million was financed through capital and operating leases. Approximately 40%
of the gross capital expenditures in 1993 were incurred in the Coal segment.
Of that amount, greater than 40% of the expenditures was for business
expansion, and the remainder was for replacement and maintenance of current
ongoing business operations. Expenditures made by Mineral Ventures
approximated 2% of the Company's total capital expenditures and were primarily
costs incurred for project development. Capital expenditures made by both
Burlington and Brink's during 1993 were primarily for replacement and
maintenance of current ongoing business operations and comprised approximately
21% and 19%, respectively, of the Company's total. Expenditures incurred by
BHS during 1993 were 18% of total expenditures and were primarily for customer
installations, representing the expansion in the subscriber base.
OTHER INVESTING ACTIVITIES
All other investing activities in 1993 provided cash of $11.8 million. In
1993, the Company sold assets of a coal subsidiary, from which cash, net of any
expenses related to the transaction, totalled $9.7 million. Disposal of
property, plant and equipment also provided $4.6 million in cash in 1993.
In January 1994, the Company paid $157 million in cash for the acquisition of
substantially all the coal mining operations and coal sales contracts of
Addington Resources, Inc. (the "Addington Acquisition"). The purchase price of
the acquisition was financed through the issuance of $80.5 million of a new
series of convertible preferred stock, which is convertible into Minerals
Stock, and additional debt under existing revolving credit facilities.
FINANCING
Gross capital expenditures in 1994 are not currently expected to increase
significantly over 1993 levels. The Company intends to fund such expenditures
through cash flow from operating activities or through operating leases if the
latter are financially attractive. Any shortfalls will be financed through the
Company's revolving credit agreements or short-term borrowing arrangements.
As of December 31, 1993, revolving credit agreements provided for commitments
of up to $250.0 million. At December 31, 1993, there was $2.1 million in
borrowings outstanding under these agreements. In March 1994, the Company
entered into a $350.0 million revolving credit agreement with a syndicate of
banks (the "New Facility"),
46
replacing the Company's previously existing $250.0 million of revolving credit
agreements. The New Facility includes a $100.0 million five-year term loan,
which matures in March 1999. The New Facility also permits additional
borrowings, repayments and reborrowings of up to an aggregate of $250.0 million
until March 1999.
DEBT
Net cash repayments of outstanding debt totalled $30.2 million in 1993 with
total debt outstanding amounting to $75.8 million at year-end. The
availability of funds for the repayment of debt in 1993 was largely due to
$22.3 million of cash generated from operating activities in excess of the net
requirement for investing activities and payment of cash dividends. Proceeds
from exercise of stock options provided additional cash of $14.8 million in
1993.
Subsequent to December 31, 1993, the Company financed the Addington Acquisition
in part with debt under revolving credit facilities. In March 1994, the
additional debt incurred for this acquisition was refinanced with a five-year
term loan under the New Facility.
CONTINGENT LIABILITIES
In April 1990, the Company entered into a settlement agreement to resolve
certain environmental claims against the Company arising from hydrocarbon
contamination at a petroleum terminal facility ("Tankport") in Jersey City, New
Jersey, which operations were sold in 1983. Under the settlement agreement,
the Company is obligated to pay 80% of the remediation costs. Based on data
available to the Company and its environmental consultants, the Company
estimates its portion of the cleanup costs on an undiscounted basis using
existing technologies to be between $4.5 million and $13.5 million over a
period of three to five years. Management is unable to determine that any
amount within that range is a better estimate due to a variety of
uncertainties, which include the extent of the contamination at the site, the
permitted technologies for remediation and the regulatory standards by which
the cleanup will be measured by the New Jersey Department of Environmental
Protection and Energy.
The Company commenced insurance coverage litigation in 1990, in the United
States District Court for the District of New Jersey, seeking a declaratory
judgment that all amounts payable by the Company pursuant to the Tankport
obligation were reimbursable under comprehensive general liability and
pollution liability policies maintained by the Company. Although the
underwriters have disputed this claim, management and its legal counsel believe
that recovery is probable of realization in the full amount of the claim. This
conclusion is based upon, among other things, the nature of the pollution
policies which were broadly designed to cover such contingent liabilities, the
favorable state of the law in the State of New Jersey (whose laws have been
found to control the interpretation of the policies), and numerous other
factual considerations which support the Company's analysis of the insurance
contracts and rebut many of the underwriters' defenses.
Accordingly, since management and its legal counsel believe that recovery is
probable of realization in the full amount of the claim, there is no net
liability in regard to the Tankport obligation.
CAPITALIZATION
On July 26, 1993, the Company's shareholders approved the Services Stock
Proposal, as described in the Company's proxy statement dated June 24, 1993,
which resulted in the reclassification of the Company's common stock. The
outstanding shares of common stock of the Company were redesignated as Pittston
Services Group Common Stock ("Services Stock") on a share-for-share basis and a
second class of common stock, designated as Pittston Minerals Group Common
Stock ("Minerals Stock"), was distributed on the basis of one- fifth of one
share of Minerals Stock for each share of the Company's previous common stock
held by shareholders of record on July 26, 1993. Minerals Stock and Services
Stock are designed to provide shareholders with separate securities reflecting
the performance of the Pittston Minerals Group (the "Minerals Group") and the
Pittston Services Group (the "Services Group"), respectively, without
diminishing the benefits of remaining a single corporation or precluding future
transactions affecting either Group.
47
The redesignation of the Company's common stock as Services Stock and the
distribution of Minerals Stock as a result of the approval of the Services
Stock Proposal did not result in any transfer of assets and liabilities of the
Company or any of its subsidiaries. Holders of Services Stock and Minerals
Stock are shareholders of the Company, which continues to be responsible for
all its liabilities. Therefore, financial developments affecting the Minerals
Group or the Services Group that affect the Company's financial condition could
affect the results of operations and financial condition of both Groups. The
change in the capital structure of the Company had no effect on the Company's
total capital, except as to expenses incurred in the execution of the Services
Stock Proposal. Since the approval of the Services Stock Proposal,
capitalization of the Company has been affected by the share activity related
to each of the classes of common stock.
As of December 31, 1993, debt as a percent of total capitalization (total debt
and shareholders' equity) was 18%, decreasing from 23% at December 31, 1992
largely due to decreased revolving credit debt at the end of 1993.
In July 1993, the Company's Board of Directors (the "Board") authorized a new
share repurchase program under which up to 1,250,000 shares of Services Stock
and 250,000 shares of Minerals Stock may be repurchased. This program replaced
the previous program under which 1,500,000 shares of common stock of the
Company remained authorized for repurchase. During 1993 under the previous
program 75,000 shares of the Company's common stock were repurchased at a total
cost of $1.1 million. Under the new share repurchase program through December
31, 1993, 19,000 shares of Minerals Stock was repurchased at a total cost of
$.4 million. There were no repurchases of Services Stock during 1993.
In January 1994, the Company issued $80.5 million of a new series of
convertible preferred stock, which is convertible into Minerals Stock, to
finance a portion of the Addington Acquisition.
DIVIDENDS
The Board intends to declare and pay dividends on Services Stock and Minerals
Stock based on the earnings, financial condition, cash flow and business
requirements of the Services Group and the Minerals Group, respectively. Since
the Company remains subject to Virginia law limitations on dividends and to
dividend restrictions in its public debt and bank credit agreements, losses by
one Group could affect the Company's ability to pay dividends in respect of
stock relating to the other Group. Dividends on Minerals Stock are also
limited by the Available Minerals Dividend Amount as defined in the Company's
Articles of Incorporation. At December 31, 1993, the Available Minerals
Dividend Amount was at least $10.1 million. After giving effect to the
issuance of the convertible preferred stock, the pro forma Available Minerals
Dividend Amount would have been at least $85.6 million.
On an equivalent basis, in 1993 the Company paid dividends of 62.04 cents per
share of Minerals Stock and 19.09 cents per share of Services Stock compared
with 49.24 cents per share of Minerals Stock and 15.15 cents per share of
Services Stock in 1992.
In January 1994, 161,000 shares of convertible preferred stock (convertible
into Minerals Stock) were issued to finance a portion of the Addington
Acquisition. Commencing March 1, 1994, annual cumulative dividends of $31.25
per share of convertible preferred stock are payable quarterly, in cash, in
arrears, out of all funds of the Company legally available therefor, when, as
and if declared by the Company's Board of Directors. Such stock bears a
liquidation preference of $500 per share, plus an amount equal to accrued and
unpaid dividends thereon.
48
PENDING ACCOUNTING CHANGES
The Company is required to implement a new accounting standard for
postemployment benefits - SFAS No. 112 - in 1994. SFAS No. 112 requires
employers who provide benefits to former employees after employment but before
retirement to accrue such costs as the benefits accumulate or vest. The
Company has determined that the cumulative effect of adopting SFAS No. 112 is
immaterial.
The Company is required to implement a new accounting standard for investments
in debt and equity securities - SFAS No. 115 - in 1994. SFAS No. 115 requires
classification of debt and equity securities and recognition of changes in the
fair value of the securities based on the purpose for which the securities are
held. The Company has determined that the cumulative effect of adopting SFAS
No. 115 is immaterial.
49
PITTSTON SERVICES GROUP
MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS
OF OPERATIONS AND FINANCIAL CONDITION
The financial statements of the Pittston Services Group (the "Services Group")
include the balance sheets, results of operations and cash flows of Burlington
Air Express Inc. ("Burlington"), Brink's, Incorporated ("Brink's") and Brink's
Home Security, Inc. ("BHS"), and a portion of The Pittston Company's (the
"Company") corporate assets and liabilities and related transactions which are
not separately identified with operations of a specific segment. The Services
Group's financial statements are prepared using the amounts included in the
Company's consolidated financial statements. Corporate allocations reflected
in these financial statements are determined based upon methods which
management believes to be an equitable allocation of such expenses and credits.
The accounting policies applicable to the preparation of the Services Group's
financial statements may be modified or rescinded at the sole discretion of the
Company's Board of Directors (the "Board") without the approval of the
shareholders, although there is no intention to do so.
The Company will provide to holders of Pittston Services Group Common Stock
("Services Stock") separate financial statements, financial reviews,
descriptions of business and other relevant information for the Services Group
in addition to consolidated financial information of the Company.
Notwithstanding the attribution of assets and liabilities (including contingent
liabilities) between the Pittston Minerals Group (the "Minerals Group") and the
Services Group for the purpose of preparing their financial statements, this
attribution and the change in the capital structure of the Company as a result
of the approval of the Services Stock Proposal, as described in the Company's
proxy statement dated June 24, 1993, did not result in any transfer of assets
and liabilities of the Company or any of its subsidiaries. Holders of Services
Stock are shareholders of the Company, which continues to be responsible for
all its liabilities. Therefore, financial developments affecting the Minerals
Group or the Services Group that affect the Company's financial condition could
affect the results of operations and financial condition of both Groups.
Accordingly, the Company's consolidated financial statements must be read in
connection with the Services Group's financial statements.
The following discussion is a summary of the key factors management considers
necessary in reviewing the Services Group's results of operations, liquidity
and capital resources. This discussion should be read in conjunction with the
financial statements and related notes of the Company.
RESULTS OF OPERATIONS
Net income for the Services Group for 1993 was $47.1 million compared with
$27.3 million for 1992. Operating profit for 1993 was $89.9 million compared
with $57.4 million in the prior year. Each of the segments in the Services
Group contributed to the increase in operating profit for the current year
compared with the prior year. Net income and operating profit in 1992 were
positively impacted by a pension credit of $2.5 million and $4.0 million,
respectively, relating to the amortization of the unrecognized initial net
pension asset at the date of adoption of Statement of Financial Accounting
Standards No. 87, "Employers' Accounting for Pensions", which was recognized
over the estimated remaining average service life of employees since the date
of adoption, which expired at the end of 1992. Revenues for 1993 increased
$153.9 million compared with 1992, of which $97.7 million was from Burlington,
$37.9 million was from Brink's and $18.3 million was from BHS. Operating
expenses and selling, general and administrative expenses for 1993 increased
$116.7 million, of which $75.7 million was from Burlington, $31.7 million was
from Brink's, $8.3 million was from BHS and $1.0 million was due to an increase
in the allocation of corporate expenses.
In 1992, net income increased $6.1 million to $27.3 million from $21.2 million
in 1991. Operating profit for 1992 was $57.4 million compared with operating
profit of $54.7 million in 1991. The $2.7 million increase in operating profit
is attributable to an increase in results for BHS partially offset by decreased
results for Burlington. As of January 1, 1992, BHS elected to capitalize
categories of costs not previously capitalized for home security installation
to more accurately reflect
50
subscriber installation costs. The effect of this change in accounting
principle was to increase net income in 1992 by $2.6 million. Combined
revenues for 1992 increased by $112.9 million, of which $69.4 million was
attributable to Burlington, $28.7 million was attributable to Brink's and $14.8
million was attributable to BHS. Operating expenses and selling, general and
administrative expenses for 1992 increased $109.6 million, of which $74.6
million was attributable to Burlington, $27.3 million was attributable to
Brink's, $7.2 million was attributable to BHS and $.5 million was attributable
to an increase in the allocation of corporate expenses.
BURLINGTON
Operating profit of Burlington increased $22.9 million to $38.0 million in 1993
from $15.1 million in 1992. Worldwide revenues increased $97.8 million or 11%
to $998.1 million in 1993 from $900.3 million in 1992. The increase in
revenues primarily reflects volume increases only partially offset by lower
average yields (revenues per pound). Total weight shipped worldwide for 1993
increased 14% to 1,020.4 million pounds from 893.0 million pounds in 1992.
Operating expenses increased $76.2 million in 1993, while selling, general and
administrative expenses decreased $.5 million in 1993 compared with the prior
year. Selling, general and administrative expenses in 1992 were adversely
affected by charges for costs related to organizational downsizing in both
domestic and foreign operations. Higher operating expenses resulting from the
increased volume of business in 1993 were, however, favorably impacted by
increased efficiency in private fleet operations achieved as a result of a
fleet upgrade to DC8-71 aircraft replacing B707 aircraft, accomplished by lease
transactions at year-end 1992 and in early 1993. Two additional DC8-71's were
added to the fleet during the fourth quarter of 1993, replacing less fuel
efficient DC8-63 freighters. These aircraft meet Stage III noise regulations
and provide the company with a significant increase in its lift capacity.
During the 1993 fourth quarter Burlington also completed a 30% expansion of its
airfreight hub in Toledo, Ohio. This expansion assists in achieving continuing
efficiency gains, including higher average weight shipped per container.
The increase in operating profit for 1993 compared with 1992 is attributable to
increased Americas' operating profit of $22.0 million and increased foreign
operating profit of $.9 million. The increase in Americas' operating profit
was largely due to increased domestic and export volume and lower
transportation costs per pound, partially offset by decreased average yields.
Intra-Americas' volume increases resulted from strong electronics industry
shipments as well as increased shipments from the health care industry, retail
businesses and local accounts. While average yields decreased in 1993 compared
with 1992 reflecting a highly competitive pricing environment, market
improvement was evident during the last quarter of the year as load factors
reached record levels throughout the industry.
Burlington's operating profit decreased $4.7 million to $15.1 million in 1992
from $19.8 million in 1991 even though worldwide revenues increased $69.4
million or 8%. The increase in revenues reflected significant company-wide
volume increases occurring principally during the latter part of 1992, offset
by weaker average yields. The 1992 volume gains reflected recovering economic
conditions. Yield declines resulted from a change in customer mix, due to a
loss of high-yielding business with volume gains in lower-yielding accounts,
and a change in product mix to an increased proportion of second-day business.
The decline in operating profit, resulting from increased operating expenses
which exceeded increased revenues is principally attributable to decreased
Americas' operating profit of $8.3 million, which was only partially offset by
increased foreign operating profit of $3.6 million.
Americas' operating profit was adversely affected by decreased yields in 1992,
only partially offset by volume gains. Operating profit of foreign
subsidiaries increased $3.6 million in the aggregate to $12.5 million from $8.9
million in 1991 as improved results in the Far East more than offset declines
in Europe. Operating profit in the Far East benefitted from volume increases
despite pressures on yields. Operating profit in Europe was adversely impacted
by the weakening in foreign currencies in relation to the U.S. dollar.
However, margins in local currencies were maintained due to strong volumes,
despite lower yields. In 1991, although operating expenses
51
were adversely affected by $2.8 million of costs related to the move of
Burlington's freight sorting hub from Fort Wayne, Indiana to Toledo Express
Airport in Ohio, station costs and corporate support group costs were
positively impacted by productivity gains.
BRINK'S
Operating profit of Brink's totalled $35.0 million in 1993 compared with $30.4
million in 1992. Worldwide operating revenues increased 9% or $37.9 million to
$481.9 million with increased operating expenses and selling, general and
administrative expenses of $31.7 million. Revenues increased for North
American operations largely as a result of new business, but were partially
offset by weak securities volumes for U.S. air courier operations. Operating
expenses increased largely as a result of new business expansion, while
selling, general and administrative expenses increased only slightly compared
with the prior year. Other operating income decreased $1.5 million in 1993
almost entirely due to a $1.2 million decrease in equity earnings of foreign
affiliates.
Improved operating results from North American ground operations, air courier
operations and international subsidiaries in 1993 compared with 1992 were
partially offset by decreased equity earnings of foreign affiliates. North
American ground operations had a 25% or $3.6 million operating profit
improvement in 1993 compared with 1992 with increases in ATM, armored car and
coin wrapping results, partially offset by a decrease in currency processing
results. Air courier results increased $.5 million in 1993 largely due to high
volume of precious metals exports, foreign currency shipments and new money
shipments, which more than offset lower diamond and jewelry margins and the
continued decline in the domestic securities business. Operating results for
international subsidiaries increased $1.2 million compared with 1992, while
equity earnings of foreign affiliates, included in operating profit decreased
$1.2 million to $6.9 million in 1993 from $8.1 million in 1992. The increased
results for international subsidiaries were largely attributable to earnings
reported for operations in Brazil, partially offset by decreased results from a
U.K. subsidiary. Operations in Brazil reported a $1.4 million operating profit
in 1993 compared with a $.3 million operating loss in 1992. Although results
were positive during 1993, operational and inflationary problems caused by the
Brazilian economy make it uncertain as to whether this favorable trend in
earnings will continue. Results in the U.K. were affected by competitive price
pressures and recessionary pressures and were impacted by the cost of a labor
settlement which will reduce future labor rates. In 1993, equity earnings of
foreign affiliates were negatively impacted by substantially lower earnings of
a 20% owned affiliate in Mexico. Operations in Mexico have been affected by a
recessionary economy, new competitive pressures, losses from new business
ventures and severance costs incurred in streamlining the work force.
In 1992, Brink's operating profit increased $.4 million to $30.4 million from
$30.0 million in 1991. Worldwide operating revenues increased 7% or $28.7
million to $444.0 million with increased operating expenses and selling,
general and administrative expenses of $27.3 million and decreased other
operating income of $1.0 million. Revenues increased for domestic operations
as a result of new business, expansion of service with existing customers and
increased specials work as a result of Hurricane Andrew. U.S. revenue
increases were partially offset by decreases from Canada as a result of
competitive pricing pressures as well as recessionary pressures. Operating
costs increased as a result of providing new and expanded service for domestic
customers, rising foreign labor costs and costs incurred for expansion in
foreign markets. These operating cost increases were partially offset by
benefits gained from domestic operating efficiencies. Increased operating
results from foreign and North American ground operations of $2.2 million and
$.3 million, respectively, were offset by a $2.1 million reduction in air
courier profits. Operating profit of North American ground operations in 1992
increased 2% to $14.3 million from $14.0 million in 1991. Canadian operations
continued to be adversely impacted by the weak economy and significant
competitive pressures. The slight increase in North American operating profits
was attributable to increases in armored car and coin wrapping results, almost
entirely offset by decreases in ATM and currency processing results. Operating
profit of domestic and international air courier operations in the aggregate
declined by 44% to $2.7 million in 1992 from $4.8 million in 1991, as increases
in international diamond and jewelry business were more than offset by reduced
Canadian profits.
52
Foreign subsidiaries had operating profit of $7.2 million in 1992 compared with
$3.7 million in the prior year as increased results in Brazil, Israel and Chile
more than offset an earnings decline in the United Kingdom. Although the
operating loss for Brazil decreased $3.3 million in 1992 compared with 1991,
operations in Brazil, while nearly breaking even, continued to be adversely
impacted by cost and pricing pressures caused by a hyperinflationary economy.
Operations in Israel benefitted from a growing share of local diamond
shipments. Operations in the United Kingdom were affected by competitive price
pressures as well as recessionary pressures. Equity earnings of foreign
affiliates included in operating profit increased by $.5 million in 1992 to
$8.1 million primarily due to higher operating results reported by an affiliate
in France. Results from Brink's Mexican affiliate were strong, although 1992
results fell short of prior year earnings. While results for both subsidiaries
and equity affiliates increased over the prior year, overhead expenses
increased $2.0 million principally for costs related to tighter management
oversight and expansion in European markets.
BHS
Operating profit of BHS aggregated $26.4 million in 1993 compared with $16.5
million in 1992 and $8.9 million in 1991. The $9.9 million increase in
operating profit in 1993 compared with 1992 reflects increased monitoring
margin of $11.6 million, partially offset by increased installation expenses of
$.9 million and increased overhead costs of $.8 million. The $7.6 million
increase in operating profits in 1992 compared with 1991 reflects increased
monitoring margin of $7.8 million and reduced installation expenses of $2.5
million, partially offset by increased overhead costs of $2.7 million.
The increased monitoring margin in 1993 as in 1992 was largely attributable to
an expanding subscriber base which resulted in improved economies of scale and
other cost efficiencies achieved in servicing BHS's subscribers. Monitoring
margin in 1993 also benefitted from higher per subscriber revenues. At
year-end 1993, BHS had approximately 259,600 subscribers, 44% more than the
year-end 1991 subscriber base. New subscribers totalled 59,700 in 1993 and
51,300 in 1992. As a result, BHS's average subscriber base increased by 20% in
1993 and in 1992 when compared with each year prior.
The increased installation expenses in 1993 compared with 1992 largely resulted
from the increase in new installations. The reduced installation expenses in
1992 reflect a change in the capitalization rate for home security
installations. As of January 1, 1992, BHS elected to capitalize categories of
costs not previously capitalized for home security installations to more
accurately reflect subscriber installation costs included as capitalized
installation costs, which added $4.1 million and $4.3 million to operating
profit in 1993 and 1992, respectively. The additional costs not previously
capitalized consisted of costs for installation labor and related benefits for
supervisory, installation scheduling, equipment testing and other support
personnel (in the amount of $2.6 million and $2.3 million in 1993 and 1992,
respectively) and costs incurred in maintaining facilities and vehicles
dedicated to the installation process (in the amount of $1.5 million and $2.0
million in 1993 and 1992, respectively). The increase in the capitalization
rate, while adding to current period profitability comparisons, defers
recognition of expenses over the estimated useful life of the installed asset.
The additional subscriber installation costs which are currently capitalized
were expensed in prior years for subscribers in those years. Because
capitalized subscriber installation costs for periods prior to January 1, 1992
were not adjusted for the change in accounting principle, installation costs
for subscribers in those years will continue to be depreciated based on the
lesser amounts capitalized in those periods. Consequently, depreciation of
capitalized subscriber installation costs in the current year and until such
capitalized costs prior to January 1, 1992 are fully depreciated will be less
than if such prior periods' capitalized costs had been adjusted for the change
in accounting. However, the Company believes the effect on net income in 1993
and in 1992 was immaterial. While the amounts of the costs incurred which are
capitalized vary based on current market and operating conditions, the types of
such costs which are currently included in BHS's capitalization rate will not
change. The change in the capitalization rate has no additional effect on
current or future cash flows or liquidity.
53
FOREIGN OPERATIONS
A significant portion of the Services Group's financial results is derived from
activities in several foreign countries, each with a local currency other than
the U.S. dollar. Because the financial results of the Services Group are
reported in U.S. dollars, they are affected by the changes in the value of the
various foreign currencies in relation to the U.S. dollar. The Services
Group's international activity is not concentrated in any single currency,
which limits the risks of foreign rate fluctuation. In addition, foreign
currency rate fluctuations may adversely affect transactions which are
denominated in currencies other than the functional currency. The Services
Group routinely enters into such transactions in the normal course of its
business. Although the diversity of its foreign operations limits the risks
associated with such transactions, the Company, on behalf of the Services
Group, uses foreign exchange forward contracts to hedge the risk associated
with certain transactions denominated in currencies other than the functional
currency. Realized and unrealized gains and losses on these contracts are
deferred and recognized as part of the specific transaction hedged. At
December 31, 1993, the Company held, on behalf of the Services Group, foreign
exchange forward contracts of approximately $4.6 million. In addition,
cumulative translation adjustments relating to operations in countries with
highly inflationary economies are included in net income, along with all
transaction gains or losses for the period. Brink's subsidiaries in Brazil and
Israel operate in such highly inflationary economies.
Additionally, the Services Group is subject to other risks customarily
associated with doing business in foreign countries, including economic
conditions, 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 Services Group cannot be
predicted.
CORPORATE EXPENSES
A portion of the Company's corporate general and administrative expenses and
other shared services has been allocated to the Services Group based upon
utilization and other methods and criteria which management believes to be
equitable and a reasonable estimate of such expenses as if the Services Group
operated on a stand alone basis. These allocations were $9.5 million, $8.6
million and $8.0 million in 1993, 1992 and 1991, respectively.
OTHER OPERATING INCOME
Other operating income decreased $.6 million to $9.7 million in 1993 from $10.3
million in 1992 and decreased $.5 million in 1992 from $10.8 million in 1991.
Other operating income consists primarily of equity earnings of foreign
affiliates. These earnings, which are primarily attributable to equity
affiliates of Brink's, amounted to $7.0 million, $8.2 million and $7.7 million
1993, 1992 and 1991, respectively.
OTHER INCOME (EXPENSE), NET
Other income (expense), net improved by $1.9 million to a net expense of $4.1
million in 1993 from a net expense of $6.0 million in 1992. In 1992, other
income (expense), net decreased by $4.6 million to a net expense of $6.0
million from a net expense of $1.4 million a year earlier. In 1992, other
income (expense), net included losses on asset sales. Other changes for the
comparable periods are largely due to fluctuations in foreign translation
losses.
INTEREST EXPENSE
Interest expense for 1993 increased $1.2 million to $8.8 million from $7.6
million in 1992 and in 1992 interest expense decreased $6.4 million from $14.0
million a year earlier. The decrease in 1992 compared to 1991 was principally
due to lower average interest rates during the year.
TAXES AND EXTRAORDINARY CREDITS
In 1993 and 1992, the provision for income taxes exceeded the statutory federal
income tax rate of 35% in 1993 and 34% in 1992 primarily because of provisions
for state income taxes and goodwill amortization. In 1991, the provision for
income taxes exceeded the statutory federal income tax rate of 34% primarily
because of provisions for state income taxes, taxes on foreign earnings and
goodwill amortization.
54
FINANCIAL CONDITION
A portion of the Company's corporate assets and liabilities has been attributed
to the Services Group based upon utilization of the shared services from which
assets and liabilities are generated, which management believes to be equitable
and a reasonable estimate of the assets and liabilities which would be
generated if the Services Group operated on a stand alone basis.
Corporate assets which were allocated to the Services Group consisted primarily
of pension assets and deferred income taxes and amounted to $33.5 million and
$36.0 million at December 31, 1993 and 1992, respectively.
CASH FLOW PROVIDED BY OPERATING ACTIVITIES
Cash provided by operations totalled $91.4 million in 1993, an $11.9 million
increase compared with $79.4 million generated by operations in 1992. The net
increase in 1993 compared with 1992 consisted of a $19.8 million increase in
net income and a $10.5 million increase attributable to a change in noncash
charges and credits, partially offset by $18.4 million in additional
requirements to fund operating assets and liabilities.
Cash generated from operations of the Services Group exceeded cash requirements
for investing and financing activities and, as a result, cash and cash
equivalents increased $1.9 million during 1993 to a year-end total of $30.3
million.
CAPITAL EXPENDITURES
Cash capital expenditures totalled $76.0 million in 1993. An additional $18.5
million was financed through capital and operating leases. A substantial
portion of the Services Group's total cash capital expenditures was
attributable to BHS customer installations representing the expansion in the
subscriber base. Of the total cash capital expenditures, $26.4 million or 35%
related to these costs. Capital expenditures made by both Burlington and
Brink's during 1993 were primarily for replacement and maintenance of current
ongoing business operations.
Cash capital expenditures for 1993 were funded by cash flow from operating
activities, with any shortfalls financed through the Company by borrowings
under its revolving credit agreements or short-term borrowing arrangements,
which were thereby attributed to the Services Group.
FINANCING
Gross capital expenditures in 1994 are not currently expected to increase
significantly over 1993 levels. The Services Group intends to fund such
expenditures through cash flow from operating activities or through operating
leases if the latter are financially attractive. Any shortfalls will be
financed through the Company's revolving credit agreements or short-term
borrowing arrangements or borrowings from the Minerals Group.
As of December 31, 1993, revolving credit agreements provided for commitments
of up to $250.0 million. At December 31, 1993, there was $2.1 million in
borrowings outstanding under these agreements which was attributed to the
Services Group. In March 1994, the Company entered into a $350.0 million
revolving credit agreement with a syndicate of banks (the "New Facility"),
replacing the Company's previously existing $250.0 million of revolving credit
agreements. The New Facility includes a $100.0 million five-year term loan,
which matures in March 1999. The New Facility also permits additional
borrowings, repayments and reborrowings of up to an aggregate of $250.0 million
until March 1999.
DEBT
Total debt outstanding for the Services Group amounted to $88.8 million at
year-end 1993, including $13.3 million payable to the Minerals Group. During
1993, cash generated from operations exceeded requirements for investing
activities and as a result, net debt repayments totalled $17.0 million.
55
CONTINGENT LIABILITIES
Under the Coal Industry Retiree Health Benefit Act of 1992 (the "Health Benefit
Act"), the Company and its majority-owned subsidiaries at July 20, 1992,
including the Services Group are jointly and severally liable with the Minerals
Group for the costs of health care coverage provided for by that Act. For a
description of the Health Benefit Act and a calculation of certain of such
costs, see Note 13 to the Company's consolidated financial statements. At this
time, the Company expects the Minerals Group to generate sufficient cash flow
to discharge its obligations under the Act.
In April 1990, the Company entered into a settlement agreement to resolve
certain environmental claims against the Company arising from hydrocarbon
contamination at a petroleum terminal facility ("Tankport") in Jersey City, New
Jersey, which operations were sold in 1983. Under the settlement agreement,
the Company is obligated to pay 80% of the remediation costs. Based on data
available to the Company and its environmental consultants, the Company
estimates its portion of the cleanup costs on an undiscounted basis using
existing technologies to be between $4.5 million and $13.5 million over a
period of three to five years. Management is unable to determine that any
amount within that range is a better estimate due to a variety of
uncertainties, which include the extent of the contamination at the site, the
permitted technologies for remediation and the regulatory standards by which
the cleanup will be measured by the New Jersey Department of Environmental
Protection and Energy.
The Company commenced insurance coverage litigation in 1990, in the United
States District Court for the District of New Jersey, seeking a declaratory
judgment that all amounts payable by the Company pursuant to the Tankport
obligation were reimbursable under comprehensive general liability and
pollution liability policies maintained by the Company. Although the
underwriters have disputed this claim, management and its legal counsel believe
that recovery is probable of realization in the full amount of the claim. This
conclusion is based upon, among other things, the nature of the pollution
policies which were broadly designed to cover such contingent liabilities, the
favorable state of the law in the State of New Jersey (whose laws have been
found to control the interpretation of the policies), and numerous other
factual considerations which support the Company's analysis of the insurance
contracts and rebut many of the underwriters' defenses.
Accordingly, since management and its legal counsel believe that recovery is
probable of realization in the full amount of the claim, there is no net
liability in regard to the Tankport obligation.
CAPITALIZATION
On July 26, 1993, the Company's shareholders approved the Services Stock
Proposal, as described in the Company's proxy statement dated June 24, 1993,
which resulted in the reclassification of the Company's common stock. The
outstanding shares of common stock of the Company were redesignated as Services
Stock on a share-for-share basis and a second class of common stock, designated
as Pittston Mineral Group Common Stock ("Minerals Stock), was distributed on
the basis of one-fifth of one share of Minerals Stock for each share of the
Company's previous common stock held by shareholders of record on July 26,
1993. Minerals Stock and Services Stock are designed to provide shareholders
with separate securities reflecting the performance of the Minerals Group and
the Services Group, respectively, without diminishing the benefits of remaining
a single corporation or precluding future transactions affecting either Group.
The redesignation of the Company's common stock as Services Stock and the
distribution of Minerals Stock as a result of the approval of the Services
Stock Proposal did not result in any transfer of assets and liabilities of the
Company or any of its subsidiaries. Holders of Services Stock and Minerals
Stock are shareholders of the Company, which continues to be responsible for
all its liabilities. Therefore, financial developments affecting the Minerals
Group or the Services Group that affect the Company's financial condition could
affect the results
56
of operations and financial condition of both Groups. The change in the
capital structure of the Company had no effect on the Company's total capital,
except as to expenses incurred in the execution of the Services Stock Proposal.
Since the approval of the Services Stock Proposal, capitalization of the
Services Group has been affected by all share activity related to Services
Stock.
In July 1993, the Board authorized a new share repurchase program under which
up to 1,250,000 shares of Services Stock and 250,000 shares of Minerals Stock
may be repurchased. This program replaced the previous program under which
1,500,000 shares of common stock of the Company remained authorized for
repurchase. During 1993 under the previous program 75,000 shares of the
Company's common stock were repurchased at a total cost of $1.1 million. There
were no repurchases of Services Stock during 1993 under the new share
repurchase program.
DIVIDENDS
The Board intends to declare and pay dividends on Services Stock based on the
earnings, financial condition, cash flow and business requirements of the
Services Group. Since the Company remains subject to Virginia law limitations
on dividends and to dividend restrictions in its public debt and bank credit
agreements, losses by the Minerals Group could affect the Company's ability to
pay dividends in respect of stock relating to the Services Group.
On an equivalent basis, in 1993 the Company paid dividends of 19.09 cents per
share of Services Stock compared with 15.15 cents per share of Services Stock
in 1992.
In January 1994, the Company issued 161,000 shares or $80.5 million of a new
series of convertible preferred stock, which is convertible into Minerals
Stock, to finance a portion of a coal acquisition. While the issuance of the
preferred stock had no effect on the capitalization of the Services Group,
commencing March 1, 1994, annual cumulative dividends of $31.25 per share of
convertible preferred stock are payable quarterly, in cash, out of all funds of
the Company legally available therefor, when, as and if declared by the Board.
Such stock also bears a liquidation preference of $500 per share plus an amount
equal to accrued and unpaid dividends thereon.
PENDING ACCOUNTING CHANGES
The Services Group is required to implement a new accounting standard for
postemployment benefits - Statement of Financial Accounting Standards ("SFAS")
No. 112 - in 1994. SFAS No. 112 requires employers who provide benefits to
former employees after employment but before retirement to accrue such costs as
the benefits accumulate or vest. The Services Group has determined that the
cumulative effect of adopting SFAS No. 112 is immaterial.
The Company is required to implement a new accounting standard for investments
in debt and equity securities - SFAS No. 115 - in 1994. SFAS No. 115 requires
classification of debt and equity securities and recognition of changes in the
fair value of the securities based on the purpose for which the securities are
held. The Services Group has determined that the cumulative effect of adopting
SFAS No. 115 is immaterial.
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PITTSTON MINERALS GROUP
MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS
OF OPERATIONS AND FINANCIAL CONDITION
The financial statements of the Pittston Minerals Group (the "Minerals Group")
include the balance sheets, results of operations and cash flows of the Coal
and Mineral Ventures operations of The Pittston Company (the "Company"), and a
portion of the Company's corporate assets and liabilities and related
transactions which are not separately identified with operations of a specific
segment. The Minerals Group's financial statements are prepared using the
amounts included in the Company's consolidated financial statements. Corporate
allocations reflected in these financial statements are determined based upon
methods which management believes to be an equitable allocation of such
expenses and credits. The accounting policies applicable to the preparation of
the Minerals Group's financial statements may be modified or rescinded at the
sole discretion of the Company's Board of Directors (the "Board") without the
approval of the shareholders, although there is no intention to do so.
The Company will provide to holders of the Pittston Minerals Group Common Stock
("Minerals Stock") separate financial statements, financial reviews,
descriptions of business and other relevant information for the Minerals Group
in addition to consolidated financial information of the Company.
Notwithstanding the attribution of assets and liabilities (including contingent
liabilities) between the Minerals Group and the Pittston Services Group (the
"Services Group") for the purpose of preparing their financial statements, this
attribution and the change in the capital structure of the Company as a result
of the approval of the Services Stock Proposal, as described in the Company's
proxy statement dated June 24, 1993, did not result in any transfer of assets
and liabilities of the Company or any of its subsidiaries. Holders of Minerals
Stock are shareholders of the Company, which continues to be responsible for
all its liabilities. Therefore, financial developments affecting the Minerals
Group or the Services Group that affect the Company's financial condition could
affect the results of operations and financial condition of both Groups.
Accordingly, the Company's consolidated financial statements must be read in
connection with the Minerals Group's financial statements.
The following discussion is a summary of the key factors management considers
necessary in reviewing the Minerals Group's results of operations, liquidity
and capital resources. This discussion should be read in conjunction with the
financial statements and related notes of the Company.
RESULTS OF OPERATIONS
In 1993, the Minerals Group had a net loss of $33.0 million compared with net
income of $21.8 million for 1992. In 1993, the Minerals Group had an operating
loss of $63.8 million compared with an operating profit of $32.1 million for
1992. Net income and operating profit for 1993 included restructuring and
other charges totalling $48.9 million and $78.6 million, respectively. The
charges impacted both Coal and Mineral Ventures operations, and consequently,
these operations each reported operating losses for 1993. Net income and
operating profit for 1992 were positively impacted by a pension credit of $4.4
million and $7.0 million, respectively, relating to the amortization of the
unrecognized initial net pension asset at the date of adoption of Statement of
Financial Accounting Standards No. 87, "Employers' Accounting for Pensions",
which was recognized over the estimated remaining average service life of the
Company's employees since the date of adoption which expired at the end of
1992.
Net income for 1992 was $21.8 million compared with a net loss of $173.0
million for 1991. Operating profit for 1992 was $32.1 million compared with an
operating loss of $88.6 million in 1991. The operating loss in 1991 included
restructuring charges for Coal operations of $115.2 million. Excluding the
1991 restructuring charges, operating profit increased $5.5 million in 1992
compared with 1991.
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The net loss for 1991 was due to the coal restructuring charges and to the net
effect of two accounting changes adopted in 1991. The Minerals Group adopted
the provisions of Statement of Financial Accounting Standards ("SFAS") No. 109,
"Accounting for Income Taxes" and SFAS No. 106, "Employers Accounting for
Postretirement Benefits Other Than Pensions". The cumulative effect of SFAS
No. 109 increased net income by $6.4 million in 1991, while the cumulative
effect of SFAS No. 106 decreased net income by $129.7 million in 1991.
COAL
Coal operations had a $48.2 million operating loss in 1993 compared with an
operating profit of $36.9 million in 1992. Operating results in 1993 included
a $70.7 million charge for closing costs for mines which were closed at the end
of 1993 and scheduled closures of mines in early 1994, including employee
benefit costs and certain other noncash charges, together with the estimated
liability in connection with previously reported litigation (the so-called
"Evergreen Case") brought against the Company and a number of its coal
subsidiaries by the trustees of certain pension and benefit trust funds
established under collective bargaining agreements with the United Mine Workers
of America ("UMWA"). Excluding this charge, coal operating results decreased
$14.4 million in 1993 compared with 1992. Operating income in 1993 was
negatively impacted by $10.0 million in expenses relating to retiree health
benefits required by federal legislation enacted in October 1992 and a $1.8
million charge to settle litigation related to the moisture content of tonnage
used to compute royalty payments to the UMWA pension and benefit funds during
the period ended February 1, 1988. Coal operating profit also included other
operating income of $9.8 million in 1993 compared with $9.0 million in the
year-earlier period primarily for third party royalties and sales of properties
and equipment.
Average margin (realization less current production costs of coal sold) in 1993
of $3.30 per ton decreased 6% or $.20 per ton for the current year, as a 4% or
$1.29 per ton decrease in average realization was only partially offset by a 4%
or $1.09 per ton decrease in average current production costs of coal sold.
The decrease in average realization in 1993 reflected lower export pricing and
a downward price revision on a key domestic utility contract. The decrease in
average current production costs of coal sold in 1993 was mainly due to a
higher proportion of production sourced from company surface mine operations.
Sales volume of 22.0 million tons in 1993 was 6% higher than sales volume in
the year earlier. Production totalled 17.1 million tons in 1993, which was
slightly lower than production in 1992. In 1993, 54% of total production was
derived from deep mines and 46% was derived from surface mines compared with
65% and 35% of deep and surface mine production, respectively, in 1992.
The strike by the UMWA against certain coal producers in the eastern United
States, which lasted throughout a significant portion of 1993, has been
settled. None of the operations of the Company's coal subsidiaries were
involved in the strike. As a result of the strike, the supply of metallurgical
coal was appreciably reduced. However, Australian producers increased
production to absorb the shortfall. The strike had little impact on coal
operating profits during 1993 since a large proportion of production is under
contract. Coal operations benefitted from improved spot prices for domestic
steam coal on relatively small amounts of uncommitted tonnage available for
this market.
Steam coal prices, which had strengthened during the strike, however, have
weakened since the strike has been settled. Competition in the export
metallurgical coal market is expected to be strong for the contract year
beginning April 1994. While the Minerals Group has not yet reached agreements
with its principal metallurgical export coal customers for such contract year,
certain Australian, Canadian and U.S. producers of metallurgical coal have
recently agreed to price reductions of as much as U.S. $4.00 per metric ton for
the upcoming contract year, further exacerbating the deteriorating conditions
in the metallurgical coal market which have been evident for over a decade.
These recent price settlements may require the Minerals Group to further reduce
production and sales to the metallurgical coal market. Given these recent
developments and in light of the Company's long-standing strategy to reduce its
exposure in the metallurgical coal market, the Minerals Group is actively
reviewing the carrying value of its production assets to determine whether they
are economically viable and whether the Minerals Group should accelerate the
continuing implementation of this strategy.
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During early 1994, coal production was sharply impacted by severe weather
conditions which affected much of the United States. These weather conditions
also restricted trucking of coal to plants and terminals and impaired shipments
from river terminals due to frozen harbors.
On January 14, 1994, Coal operations completed the acquisition of substantially
all the coal mining operations and coal sales contracts of Addington Resources,
Inc. This acquisition is expected to add approximately 8.5 million tons of low
sulphur steam coal sales and production and provide substantial additional
reserves of surface minable low sulphur coal. The contracts acquired, some of
which contain terms in excess of five years, will provide a broader base of
domestic utility customers and reduce exposure in the export metallurgical
market, where contract prices are renegotiated annually.
The Company's principal labor agreement with the UMWA expires on June 30, 1994.
In 1992, operating profit for coal was $36.9 million compared with an operating
loss of $84.1 million in 1991. Operating results in 1991 included $115.2
million of restructuring charges primarily related to costs associated with
mine shutdowns. Production was augmented in 1992 with the addition of a new
surface mine in eastern Kentucky, the on-time start-up of the $11 million new
Moss 3 preparation plant in September and success of the highwall mining
systems utilized at the Heartland surface mine in West Virginia.
Excluding the 1991 restructuring charges, operating results for the Coal
segment increased $5.8 million in 1992 compared with 1991. Operating results
in 1991 included gains of $5.8 million from the disposal of excess coal
reserves. There were no comparable disposals in 1992. Operating profit in
1992 benefitted from a 2.9 million (16%) increase in tonnage sold largely due
to shipments to utilities under coal sales contracts acquired in March 1992 and
under a contract being supplied by the Company's Heartland mine which began
operations in the fourth quarter of 1991. Average margin per ton improved
nearly 2% in 1992 compared with 1991, due to a 3% or $.85 per ton decrease in
average current production costs of coal sold per ton only partially offset by
lower per ton realization. The decrease in average current production costs of
coal sold per ton reflects the increase in tonnage sold, increased productivity
and a change in production mix. In 1992, 65% of total production was derived
from deep mines, and 35% of production was derived from surface mines compared
with 76% and 24% of deep and surface mine production respectively, in 1991.
Operating profit in 1992 also benefitted from a $2.4 million reduction in
federal and state black lung expenses due to favorable claims experience.
In October 1992, the Coal Industry Retiree Health Benefit Act of 1992 (the
"Health Benefit Act") was enacted as part of the Energy Policy Act of 1992.
The Health Benefit Act established new rules for the payment of future health
care benefits for thousands of retired union mine workers and their dependents.
Part of the burden for these payments has been shifted by the Health Benefit
Act from certain coal producers, which had a contractual obligation to fund
such payments, to producers such as the Company which have collective
bargaining agreements with the UMWA that do not require such payments and to
numerous other companies which are no longer in the coal business. The Health
Benefit Act established a trust fund to which "signatory operators" and
"related persons," including the Company and certain of its coal subsidiaries
(the "Pittston Companies") would be obligated to pay annual premiums for
assigned beneficiaries, together with a pro rata share for certain
beneficiaries who never worked for such employers ("unassigned beneficiaries"),
in amounts to be determined by the Secretary of Health and Human Services on
the basis set forth in the Health Benefit Act.
In October 1993, the Pittston Companies received notices from the Social
Security Administration (the "SSA") with regard to their assigned beneficiaries
for which they are responsible under the Health Benefit Act; the Pittston
Companies also received a calculation of their liability for the first two
years. For 1993 and 1994, this liability (on a pretax basis) is approximately
$9.1 million and $11.0 million, respectively. The Company believes that the
annual liability under the Health Benefit Act for the Pittston Companies'
assigned beneficiaries will continue in the $10 to $11 million range for the
next ten years and should begin to decline thereafter as the number of such
assigned beneficiaries decreases.
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Based on the number of beneficiaries actually assigned by the SSA, the Company
estimates the aggregate pretax liability relating to the Pittston Companies'
assigned beneficiaries at approximately $265-$275 million, which when
discounted at 8% provides a present value estimate of approximately $100-$110
million.
The ultimate obligation that will be incurred by the Company could be
significantly affected by, among other things, increased medical costs,
decreased number of beneficiaries, governmental funding arrangements and such
federal health benefit legislation of general application as may be enacted.
In addition, the Health Benefit Act requires the Pittston Companies to fund,
pro rata according to the total number of assigned beneficiaries, a portion of
the health benefits for unassigned beneficiaries. At this time, the funding
for such health benefits is being provided from another source and for this and
other reasons the Pittston Companies' ultimate obligation for the unassigned
beneficiaries cannot be determined. The Company accounts for its obligations
under the Health Benefit Act as a participant in a multi-employer plan and
recognizes the annual cost on a pay-as-you-go basis.
In February 1990, the Pittston Coal Group companies and the UMWA entered into a
successor collective bargaining agreement that resolved a labor dispute and
related strike of Pittston Coal Group operations by UMWA-represented employees
that began on April 5, 1989. As part of the agreement, the Pittston Coal Group
companies agreed to make a $10 million lump sum payment to the 1950 Benefit
Trust Fund and to renew participation in the 1974 Pension and Benefit Trust
Funds at specified contribution rates. These aspects of the agreement were
subject to formal approval by the trustees of the funds. The trustees did not
accept the terms of the agreement and, therefore, payments are being made to
escrow accounts for the benefit of union employees.
In 1988, the trustees of certain pension and benefit funds established under
collective bargaining agreements with the UMWA brought an action (the so-called
"Evergreen Case") against the Company and a number of its coal subsidiaries in
the United States District Court for the District of Columbia, claiming that
the defendants are obligated to contribute to such trust funds in accordance
with the provisions of the 1988 National Bituminous Coal Wage Agreement, to
which neither the Company nor any of its subsidiaries is a signatory. In
January 1992, the Court issued an order granting summary judgment in favor of
the trustees on the issue of liability, which was thereafter affirmed by the
Court of Appeals. In June 1993 the United States Supreme Court denied a
petition for a writ of certiorari. The case has been remanded to District
Court, and damage and other issues remain to be decided. In September 1993,
the Company filed a motion seeking relief from the District Court's grant of
summary judgment based on, among other things, the Company's allegation that
plaintiffs improperly withheld evidence that directly refutes plaintiffs'
representations to the District Court and the Court of Appeals in this case.
In December 1993, that motion was denied.
In furtherance of its ongoing effort to identify other available legal options
for seeking relief from what it believes to be an erroneous finding of
liability in the Evergreen Case, the Company has filed suit against the
Bituminous Coal Operators Association and others to hold them responsible for
any damages sustained by the Company as a result of the Evergreen Case.
Although the Company is continuing that effort, the Company, following the
District Court's ruling in December 1993, recognized the potential liability
that may result from an adverse judgment in the Evergreen Case. In any event,
any final judgment in the Evergreen Case will be subject to appeal.
As a result of the Health Benefit Act, there is no continuing liability in this
case in respect of health benefit funding after February 1, 1993.
MINERAL VENTURES
Mineral Ventures was formed in 1989 to develop opportunities in minerals other
than coal. Mineral Ventures operations reported an operating loss of $8.3
million for 1993. This loss includes a $7.9 million charge related to the
write-down of the Minerals Group's investment in the Uley graphite mine in
Australia. Although reserve drilling of the Uley property indicates
substantial graphite deposits, processing difficulties, depressed graphite
prices which have remained significantly below the level prevailing at the
start of the project and an analysis of various technical and marketing
conditions affecting the project resulted in the determination that the assets
have been impaired and that loss recognition was appropriate. Excluding the
$7.9 million charge, Mineral Ventures operations incurred a $.4 million
operating
61
loss. Operating results for 1993 reflected production from the Stawell gold
mine. In December 1992, Mineral Ventures acquired its ownership in the Stawell
property through its participation in a joint venture with Mining Project
Investors Pty Ltd., (in which Mineral Ventures holds a 34% interest). The
Stawell gold mine, which is in western Victoria, Australia, currently has
proved reserves for approximately four years of production and a current annual
output of approximately 70,000 ounces. The joint venture also has exploration
rights in the highly prospective district around the mine. Mineral Ventures
has a 67% net equity interest in the Stawell mine and its adjacent exploration
acreage. In 1993, the Stawell mine produced 73,765 ounces of gold with Mineral
Ventures' share of the operating profit amounting to $4.9 million. The
contribution to operating profit from the Stawell mine was offset by
administrative overhead in addition to exploration expenditures related chiefly
to other potential gold mining projects.
Operating losses, which primarily related to expenses for project review and
exploration, totalled $3.4 million in 1992 and $3.5 million in 1991.
CORPORATE EXPENSES
A portion of the Company's corporate general and administrative expenses and
other shared services has been allocated to the Minerals Group based upon
utilization and other methods and criteria which management believes to be
equitable and a reasonable estimate of such expenses as if the Minerals Group
operated on a stand alone basis. These allocations were $7.2 million, $8.6
million and $8.1 million in 1993, 1992 and 1991, respectively.
OTHER OPERATING INCOME
Other operating income for the Minerals Group primarily consists of royalty
income from coal and natural gas properties and gains and losses attributable
to sales of property and equipment. Other operating income increased $1.5
million to $10.3 million in 1993 from $8.8 million in 1992 and decreased $10.6
million in 1992 from $19.4 million in 1991. In 1991, other operating income
included gains aggregating $5.8 million from the disposal of certain excess
coal reserves. There were no comparable disposals in 1993 or 1992.
OTHER INCOME (LOSS), NET
Other income (loss), net was a net loss of $.5 million in 1993 and net income
in 1992 and 1991 of $1.9 million and $11.1 million, respectively. The net
amounts in 1992 and 1991 included gains of $2.3 million and $11.1 million,
respectively, from the sales of investments in leveraged leases.
INTEREST EXPENSE
Interest expense in 1993 decreased $2.2 million from $3.5 million in 1992 and
increased $1.5 million in 1992 from $2.0 million in 1991. The decrease in 1993
was attributable to lower outstanding debt during the year, partially offset by
interest assessed in 1993 on settlement of coal litigation related to the
moisture content of tonnage used to compute royalty payments to UMWA pension
and benefit funds. Interest expense in 1993, 1992 and 1991 included a portion
of the Company's interest expense related to borrowings from the Company's
revolving credit lines which was attributed to the Minerals Group. The amount
of interest expense attributed to the Minerals Group for 1993, 1992 and 1991
was $.4 million, $2.8 million and $1.4 million, respectively.
TAXES AND EXTRAORDINARY CREDITS
In 1993, the credit for income taxes is higher than the amount that would have
been recognized using the statutory federal income tax rate of 35% due to the
tax benefits of percentage depletion, favorable adjustments to deferred tax
assets as a result of the increase in the statutory U.S. federal income tax
rate and a reduction in the valuation allowance for deferred tax assets
primarily in foreign jurisdictions. In 1992, the provision for income taxes
was less than the statutory federal income tax rate of 34% and in 1991 the
credit for income taxes was higher than the amount that would have been
recognized using the federal statutory income tax rate of 34% because of the
tax benefit from percentage depletion.
The Minerals Group's net deferred federal tax assets are based upon their
expected utilization in the Company's consolidated federal income tax return
and the benefit that would accrue to the Minerals Group under the Company's tax
allocation policy.
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FINANCIAL CONDITION
A portion of the Company's corporate assets and liabilities has been attributed
to the Minerals Group based upon utilization of the shared services from which
assets and liabilities are generated, which management believes to be equitable
and a reasonable estimate of the assets and liabilities which would be
generated if the Minerals Group operated on a stand alone basis.
Corporate assets which were allocated to the Minerals Group consisted primarily
of pension assets and deferred income taxes and amounted to $90.1 million and
$54.3 million at December 31, 1993 and 1992, respectively.
CASH FLOW PROVIDED BY OPERATING ACTIVITIES
Cash provided by operations totalled $28.4 million in 1993, a $17.0 million
decrease compared with $45.4 million generated by operations in 1992. The net
decrease in 1993 compared with 1992 consisted of a $54.8 million decrease
attributable to the change in net income and a $19.9 million decrease
attributable to a change in net noncash charges and credits, partially offset
by a $57.7 million decrease attributable to changes in operating assets and
liabilities. Net income, noncash charges and changes in operating assets and
liabilities in 1993 were significantly affected by after-tax restructuring and
other charges for Minerals Group of $48.9 million which had no effect in 1993
on cash generated by operations. Of the total amount of the 1993 charges,
$10.8 million was for noncash write-downs of assets and the remainder
represents liabilities, of which $7.0 million are expected to be paid in 1994.
The Minerals Group intends to fund any cash requirements during 1994 with
anticipated cash flows from operations, with shortfalls, if any, financed
through borrowings under the Company's revolving credit agreements or
short-term borrowing arrangements or borrowings from the Services Group.
Cash required to support the Minerals Group's investing activities was less
than cash generated from operations and, as a result, after financing its stock
activities, the Minerals Group made an additional cash loan to the Services
Group of $13.3 million during 1993.
CAPITAL EXPENDITURES
Cash capital expenditures totalled $21.7 million for the 1993. An additional
$45.5 million was financed in 1993 through operating leases which were
predominately for surface mining equipment. Approximately 96% of the gross
capital expenditures in 1993 were incurred in the Coal segment. Of that
amount, greater than 40% of the expenditures was for business expansion, and
the remainder was for replacement and maintenance of current ongoing business
operations. Gross expenditures made by Mineral Ventures operations
approximated 4% of the Minerals Group's total capital expenditures and were
primarily costs incurred for project development.
Cash capital expenditures for 1993 were funded by cash flow from operating
activities, with any shortfalls financed through the Company by borrowings
under its revolving credit agreements or short-term borrowing arrangements,
which were thereby attributed to the Minerals Group.
OTHER INVESTING ACTIVITIES
All other investing activities in 1993 provided net cash of $12.0 million,
which was largely attributable to proceeds from the sale of the assets of a
coal subsidiary. Cash, net of any expenses related to the transaction, totaled
$9.7 million.
In January 1994, the Minerals Group paid $157 million in cash for the
acquisition of substantially all the coal mining operations and coal sales
contracts of Addington Resources, Inc. (the "Addington Acquisition"). The
purchase price of the acquisition was financed through the issuance of $80.5
million of a new series of convertible preferred stock, which is convertible
into Minerals Stock, and additional debt under existing revolving credit
facilities.
FINANCING
Gross capital expenditures in 1994 are not currently expected to increase
significantly over 1993 levels. The Minerals Group intends to fund such
expenditures through cash flow from operating activities or through operating
leases if the latter are financially attractive. Any shortfalls will be
financed through the Company's revolving credit agreements or short-term
borrowing arrangements.
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As of December 31, 1993, revolving credit agreements provided for commitments
of up to $250.0 million. At December 31, 1993, no portion of the borrowings
outstanding under those agreements, which amounted to $2.1 million, was
attributed to the Minerals Group, as cash generated from operations was
sufficient for Minerals' investing and financing activities. In March 1994,
the Company entered into a $350.0 million revolving credit agreement with a
syndicate of banks (the "New Facility"), replacing the Company's previously
existing $250.0 million of revolving credit agreements. The New Facility
includes a $100.0 million five-year term loan, which matures in March 1999.
The New Facility also permits additional borrowings, repayments and
reborrowings of up to an aggregate of $250.0 million until March 1999.
DEBT
Total debt outstanding for the Minerals Group amounted to $.3 million. At
December 31, 1993, none of the Company's long-term debt was attributed to the
Minerals Group.
Subsequent to December 31, 1993, the Addington Acquisition was financed in part
with debt under the Company's revolving credit facilities, which was attributed
to the Minerals Group. In March 1994, the additional debt incurred for this
acquisition was refinanced with a five-year term loan under the New Facility.
CONTINGENT LIABILITIES
In April 1990, the Company entered into a settlement agreement to resolve
certain environmental claims against the Company arising from hydrocarbon
contamination at a petroleum terminal facility ("Tankport") in Jersey City, New
Jersey, which operations were sold in 1983. Under the settlement agreement,
the Company is obligated to pay 80% of the remediation costs. Based on data
available to the Company and its environmental consultants, the Company
estimates its portion of the cleanup costs on an undiscounted basis using
existing technologies to be between $4.5 million and $13.5 million over a
period of three to five years. Management is unable to determine that any
amount within that range is a better estimate due to a variety of
uncertainties, which include the extent of the contamination at the site, the
permitted technologies for remediation and the regulatory standards by which
the cleanup will be measured by the New Jersey Department of Environmental
Protection and Energy.
The Company commenced insurance coverage litigation in 1990, in the United
States District Court for the District of New Jersey, seeking a declaratory
judgment that all amounts payable by the Company pursuant to the Tankport
obligation were reimbursable under comprehensive general liability and
pollution liability policies maintained by the Company. Although the
underwriters have disputed this claim, management and its legal counsel believe
that recovery is probable of realization in the full amount of the claim. This
conclusion is based upon, among other things, the nature of the pollution
policies which were broadly designed to cover such contingent liabilities, the
favorable state of the law in the State of New Jersey (whose laws have been
found to control the interpretation of the policies), and numerous other
factual considerations which support the Company's analysis of the insurance
contracts and rebut many of the underwriters' defenses.
Accordingly, since management and its legal counsel believe that recovery is
probable of realization in the full amount of the claim, there is no net
liability in regard to the Tankport obligation.
CAPITALIZATION
On July 26, 1993, the Company's shareholders approved the Services Stock
Proposal, as described in the Company's proxy statement dated June 24, 1993,
which resulted in the reclassification of the Company's common stock. The
outstanding shares of common stock of the Company were redesignated as Pittston
Services Group Common Stock ("Services Stock") on a share-for-share basis and a
second class of common stock, designated as Minerals Stock, was distributed on
the basis of one-fifth of one share of Minerals Stock for each share of the
Company's previous common stock held by shareholders of record on July 26,
1993. Minerals Stock and Services Stock are designed to provide shareholders
with separate securities reflecting the performance of the Minerals Group and
the Services Group, respectively, without diminishing the benefits of remaining
a single corporation or precluding future transactions affecting either Group.
The redesignation of the Company's common stock as Services Stock and the
distribution of Minerals Stock as a result of the approval of the Services
Stock Proposal did not result in any transfer of assets and liabilities of the
Company or any of its subsidiaries. Holders of Services Stock and Minerals
Stock are
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shareholders of the Company, which continues to be responsible for all its
liabilities. Therefore, financial developments affecting the Minerals Group or
the Services Group that affect the Company's financial condition could affect
the results of operations and financial condition of both Groups. The change
in the capital structure of the Company had no effect on the Company's total
capital, except as to expenses incurred in the execution of the Services Stock
Proposal. Since the creation of Minerals Stock upon approval of the Services
Stock Proposal, capitalization of the Minerals Group has been affected by all
share activity related to Minerals Stock.
In July 1993, the Board authorized a new share repurchase program under which
up to 1,250,000 shares of Services Stock and 250,000 shares of Minerals Stock
may be repurchased. This program replaced the previous program under which
1,500,000 shares of common stock of the Company remained authorized for
repurchase. During 1993 under the previous program 75,000 shares of the
Company's common stock were repurchased at a total cost of $1.1 million. Under
the new share repurchase program through December 31, 1993, 19,000 shares of
Minerals Stock were repurchased at a total cost of $.4 million.
In January 1994, the Company issued $80.5 million of a new series of
convertible preferred stock, which is convertible into Minerals Stock, to
finance a portion of the Addington Acquisition.
DIVIDENDS
The Board intends to declare and pay dividends on Minerals Stock based on the
earnings, financial condition, cash flow and business requirements of the
Minerals Group. Since the Company remains subject to Virginia law limitations
on dividends and to dividend restrictions in its public debt and bank credit
agreements, losses incurred by the Services Group could affect the Company's
ability to pay dividends in respect of stock relating to the Minerals Group.
Dividends on Minerals Stock are also limited by the Available Minerals Dividend
Amount as defined in the Company's Articles of Incorporation. At December 31,
1993, the Available Minerals Dividend Amount was at least $10.1 million. After
giving effect to the issuance of the convertible preferred stock, the pro forma
Available Minerals Dividend Amount would have been at least $85.6 million.
On an equivalent basis, in 1993 the Company paid dividends on 62.04 cents per
share of Minerals Stock compared with 49.24 cents per share of Minerals Stock
in 1992.
In January 1994, 161,000 shares of convertible preferred stock (convertible
into Minerals Stock) were issued to finance a portion of the Addington
Acquisition. Commencing March 1, 1994, annual cumulative dividends of $31.25
per share of convertible preferred stock are payable quarterly, in cash, in
arrears from the date of original issue out of all funds of the Company legally
available therefor, when, as and if declared by the Board. Such stock bears a
liquidation preference of $500 per share, plus an amount equal to accrued and
unpaid dividends thereon.
PENDING ACCOUNTING CHANGES
The Minerals Group is required to implement a new accounting standard for
postemployment benefits - SFAS No. 112 - in 1994. SFAS No. 112 requires
employers who provide benefits to former employees after employment but before
retirement to accrue such costs as the benefits accumulate or vest. The
Minerals Group has determined the effect of adopting SFAS No. 112 is
immaterial.
The Minerals Group is required to implement a new accounting standard for
investments in debt and equity securities - SFAS No. 115 - in 1994. SFAS No.
115 requires classification of debt and equity securities and recognition of
changes in the fair value of the securities based on the purpose for which the
securities are held. The Minerals Group does not have investments in debt or
equity securities and therefore the provisions of SFAS No. 115 do not apply.
65
Item 8: Financial Statements and Supplementary Data
66
THE PITTSTON COMPANY
AND SUBSIDIARIES
67
STATEMENT OF MANAGEMENT RESPONSIBILITY
The management of The Pittston Company (the "Company") is responsible for
preparing the accompanying consolidated financial statements and for their
integrity and objectivity. The statements were prepared in accordance with
generally accepted accounting principles. Management has also prepared the
other information in the annual report and is responsible for its accuracy.
In meeting our responsibility for the integrity of the consolidated financial
statements, we maintain a system of internal controls designed to provide
reasonable assurance that assets are safeguarded, that transactions are
executed in accordance with management's authorization and that the accounting
records provide a reliable basis for the preparation of the financial
statements. Qualified personnel throughout the organization maintain and
monitor these internal controls on an ongoing basis. In addition, the Company
maintains an internal audit department that systematically reviews and reports
on the adequacy and effectiveness of the controls, with management follow-up as
appropriate.
Management has also established a formal Business Code of Ethics which is
distributed throughout the Company. We acknowledge our responsibility to
establish and preserve an environment in which all employees properly
understand the fundamental importance of high ethical standards in the conduct
of our business.
The Company's consolidated financial statements have been audited by KPMG Peat
Marwick, independent auditors. During the audit they review and make
appropriate tests of accounting records and internal controls to the extent
they consider necessary to express an opinion on the Company's consolidated
financial statements.
The Company's Board of Directors pursues its oversight role with respect to the
Company's consolidated financial statements through the Audit and Ethics
Committee, which is composed solely of outside directors. The Committee meets
periodically with the independent auditors, internal auditors and management to
review the Company's control system and to ensure compliance with applicable
laws and the Company's Business Code of Ethics.
We believe that the policies and procedures described above are appropriate and
effective and do enable us to meet our responsibility for the integrity of the
Company's consolidated financial statements.
68
INDEPENDENT AUDITORS' REPORT
THE BOARD OF DIRECTORS AND SHAREHOLDERS
THE PITTSTON COMPANY
We have audited the accompanying consolidated balance sheets of The Pittston
Company and subsidiaries as of December 31, 1993 and 1992 and the related
consolidated statements of operations, shareholders' equity and cash flows for
each of the years in the three-year period ended December 31, 1993. These
consolidated financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these consolidated
financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the consolidated financial statements
are free of material misstatement. An audit includes examining, on a test
basis, evidence supporting the amounts and disclosures in the consolidated
financial statements. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of The Pittston
Company and subsidiaries as of December 31, 1993 and 1992, and the results of
their operations and their cash flows for each of the years in the three-year
period ended December 31, 1993, in conformity with generally accepted
accounting principles.
As discussed in Notes 4 and 16 to the consolidated financial statements, the
Company changed its method of accounting for capitalizing subscriber
installation costs in 1992. As discussed in Notes 6, 13 and 16 to the
consolidated financial statements, the Company changed its methods of
accounting for income taxes and accounting for postretirement benefits other
than pensions in 1991.
/s/ KPMG PEAT MARWICK
KPMG Peat Marwick
Stamford, Connecticut
January 24, 1994
69
THE PITTSTON COMPANY AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
December 31, 1993 and 1992
1993 1992
---------- ----------
(In thousands)
ASSETS
Current assets:
Cash and cash equivalents ......................... $ 32,412 30,340
Short-term investments ............................ 22,946 22,026
Accounts receivable:
Trade (Note 3) .................................. 283,942 265,362
Other ........................................... 28,641 20,010
---------- ----------
312,583 285,372
Less estimated amount uncollectible ............. 16,040 15,930
---------- ----------
296,543 269,442
Inventories:
Coal ............................................ 18,649 24,770
Other ........................................... 5,506 11,847
---------- ----------
24,155 36,617
Prepaid expenses .................................. 27,493 21,942
Deferred income taxes (Note 6) .................... 53,642 41,617
---------- ----------
Total current assets ............................ 457,191 421,984
Property, plant and equipment, at cost (Note 4):
Bituminous coal lands ............................. 118,944 112,356
Land, other than coal lands ....................... 11,212 15,042
Buildings ......................................... 40,838 38,928
Machinery and equipment ........................... 611,360 626,739
---------- ----------
782,354 793,065
Less accumulated depreciation, depletion
and amortization ................................ 412,533 416,193
---------- ----------
369,821 376,872
Intangibles, net of amortization (Note 5) ........... 215,042 222,609
Deferred pension assets (Note 13) ................... 117,066 114,245
Deferred income taxes (Note 6) ...................... 59,846 40,510
Other assets ........................................ 142,535 146,068
---------- ----------
Total assets ........................................ $1,361,501 1,322,288
========== ==========
70
1993 1992
----------- ---------
(In thousands)
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Short-term borrowings .............................. $ 9,546 7,084
Current maturities of long-term debt (Note 7)....... 7,908 6,443
Accounts payable ................................... 182,276 188,581
Accrued liabilities:
Taxes ............................................ 43,769 39,198
Workers' compensation and other claims ........... 42,397 35,123
Miscellaneous .................................... 151,548 137,584
---------- ---------
237,714 211,905
---------- ---------
Total current liabilities ...................... 437,444 414,013
Long-term debt, less current maturities (Note 7) ..... 58,388 91,208
Postretirement benefits other than pensions (Note 13). 212,218 202,536
Workers' compensation and other claims ............... 127,545 144,758
Deferred income taxes (Note 6) ....................... 15,847 19,768
Other liabilities .................................... 156,547 108,545
Commitments and contingent liabilities
(Notes 7, 11, 12, 13, 18 and 19)
Shareholders' equity (Notes 1, 7, 8, 9 and 20):
Preferred stock, par value $10 per share,
authorized 2,000,000 shares ....................... - -
Pittston Services Group common stock, par value
$1 per share:
Authorized: 100,000,000 shares
Issued: 1993 - 41,429,455 shares;
1992 - 40,532,632 shares .............. 41,429 40,533
Pittston Minerals Group common stock, par value
$1 per share:
Authorized: 20,000,000 shares
Issued: 1993 - 8,280,619 shares;
1992 - 8,106,526 shares ............... 8,281 8,107
Capital in excess of par value ..................... 354,911 269,414
Retained earnings .................................. 98,290 96,240
Equity adjustment from foreign currency
translation ...................................... (18,381) (14,062)
Employee benefits trust, at market value ........... (131,018) (58,772)
---------- ----------
Total shareholders' equity ..................... 353,512 341,460
---------- ---------
Total liabilities and shareholders' equity ........... $1,361,501 1,322,288
========== =========
See accompanying notes to consolidated financial statements.
71
THE PITTSTON COMPANY AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
Years Ended December 31, 1993, 1992 and 1991
(In thousands, except per share amounts)
1993 1992 1991
---------- --------- ---------
Net sales ....................................... $ 687,089 657,871 582,100
Operating revenues .............................. 1,569,032 1,415,170 1,302,308
---------- --------- ---------
Net sales and operating revenues .............. 2,256,121 2,073,041 1,884,408
---------- --------- ---------
Costs and expenses:
Cost of sales ................................. 644,248 604,319 540,451
Operating expenses ............................ 1,299,541 1,187,229 1,091,121
Selling, general and administrative expenses .. 227,556 222,234 212,908
Restructuring and other charges (Note 14) ..... 78,633 - 115,214
Pension credit (Note 13) ...................... - (11,130) (11,130)
---------- --------- ---------
Total costs and expenses .................... 2,249,978 2,002,652 1,948,564
---------- --------- ---------
Other operating income (Note 15) ................ 19,956 19,103 30,216
---------- --------- ---------
Operating profit (loss) ......................... 26,099 89,492 (33,940)
Interest income ................................. 2,839 3,235 3,351
Interest expense ................................ (10,173) (11,087) (15,920)
Other income (expense), net (Note 15) ........... (4,611) (4,034) 9,750
---------- --------- ---------
Income (loss) before income taxes and cumulative
effect of accounting changes .................. 14,154 77,606 (36,759)
Provision (credit) for income taxes (Note 6) .... 8 28,519 (7,924)
---------- --------- ---------
Income (loss) before cumulative effect of
accounting changes ............................ 14,146 49,087 (28,835)
Cumulative effect of accounting changes
(Notes 6, 13 and 16) .......................... - - (123,017)
---------- --------- ---------
Net income (loss) ............................... $ 14,146 49,087 (151,852)
========== ========= =========
Pittston Services Group (Note 1):
Per common share:
Income before cumulative effect of
accounting changes ......................... $ 1.28 .74 .56
Cumulative effect of accounting changes ..... - - .01
---------- --------- ---------
Net income .................................. $ 1.28 .74 .57
========== ========= ========
Average common shares outstanding ............. 36,907 37,081 37,284
Pittston Minerals Group (Note 1):
Per common share:
Income (loss) before cumulative effect of
accounting changes ......................... $ (4.47) 2.94 (6.66)
Cumulative effect of accounting changes ..... - - (16.54)
---------- --------- ---------
Net income (loss) ........................... $ (4.47) 2.94 (23.20)
========== ========= ========
Average common shares outstanding ............. 7,381 7,416 7,457
See accompanying notes to consolidated financial statements.
72
THE PITTSTON COMPANY AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
Years Ended December 31, 1993, 1992 and 1991
(In thousands, except share amounts)
Pittston Pittston
Services Minerals Equity
Group Group Capital in Adjustment
Common Common Excess of from Foreign Employee
Stock Stock Par Value Retained Currency Benefits
(Note 1) (Note 1) (Note 1) Earnings Translation Trust
-------- -------- ---------- -------- ------------- --------
Balance at December 31, 1990 .............. $37,278 7,456 220,490 219,571 (5,063) -
Net loss .................................. - - - (151,852) - -
Common stock issuances:
Stock options exercised (Note 8) ........ 129 25 1,392 - - -
Other ................................... 10 2 173 - - -
Foreign currency translation adjustment ... - - - - (4,094) -
Retirement of common stock under share
repurchase programs (Note 9) ............ (100) (20) (686) (740) - -
Cash dividends declared - Pittston Services
Group $.1212 per share and Pittston
Minerals Group $.3939 per share (Note 1) - - - (7,456) - -
------- ------- ------- -------- ------- --------
Balance at December 31, 1991 .............. 37,317 7,463 221,369 59,523 (9,157) -
Net income ................................ - - - 49,087 - -
Common stock issuances:
Stock options exercised (Note 8) ........ 113 23 1,336 - - -
Employee benefit plan (Note 13) ........ 71 14 817 - - -
Employee benefits trust (Note 9) ....... 4,000 800 49,700 - - (54,500)
Foreign currency translation adjustment ... - - - - (4,905) -
Remeasurement of employee benefits trust .. - - 4,963 - - (4,963)
Shares released from employee benefits
trust to employee benefit plan (Note 9).. - - (7) - - 691
Retirement of common stock under share
repurchase programs (Note 9) ............ (968) (193) (8,764) (3,108) - -
Cash dividends declared - Pittston Services
Group $.1515 per share and Pittston
Minerals Group $.4924 per share (Note 1) - - - (9,262) - -
------- ------- ------- -------- ------- --------
Balance at December 31, 1992 .............. 40,533 8,107 269,414 96,240 (14,062) (58,772)
Net income ................................ - - - 14,146 - -
Stock options exercised (Note 8) .......... 971 208 13,578 - - -
Tax benefit of stock options exercised
(Note 6) ................................ - - 2,121 - - -
Foreign currency translation adjustment ... - - - - (4,319) -
Remeasurement of employee benefits trust .. - - 73,907 - - (73,907)
Shares released from employee benefits
trust to employee benefit plan (Note 9) . - - (2) - - 1,661
Retirement of common stock under share
repurchase programs (Note 9) ............ (75) (34) (944) (458) - -
Costs of Services Stock Proposal (Note 9) . - - (3,163) - - -
Cash dividends declared - Pittston Services
Group $.1909 per share and Pittston
Minerals Group $.6204 per share (Note 1) - - - (11,638) - -
------- ------- ------- -------- ------- --------
BALANCE AT DECEMBER 31, 1993 .............. $41,429 8,281 354,911 98,290 (18,381) (131,018)
======= ======= ======= ======== ======= ========
See accompanying notes to consolidated financial statements.
73
THE PITTSTON COMPANY AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
Years Ended December 31, 1993, 1992 and 1991
(In thousands)
1993 1992 1991
--------- --------- --------
Cash flows from operating activities:
Net income (loss) ..................................... $ 14,146 49,087 (151,852)
Adjustments to reconcile net income (loss) to net cash
provided by operating activities:
Cumulative effect of accounting changes ............ - - 123,017
Noncash charges and other write-offs ............... 10,857 3,147 14,432
Depreciation, depletion and amortization ........... 77,565 70,424 62,219
Provision (credit) for deferred income taxes ....... (29,435) 9,063 (26,158)
Credit for pensions, noncurrent .................... (2,596) (15,161) (16,168)
Provision for uncollectible accounts receivable .... 6,880 4,058 4,015
Equity in earnings of unconsolidated affiliates,
net of dividends received ........................ (4,205) (4,989) (6,186)
Gain on sale of leveraged leases ................... - (2,341) (11,102)
Gain on sale of property, plant and equipment ...... (5,472) (915) (1,234)
Other operating, net ............................... 3,904 3,485 538
Change in operating assets and liabilities, net of
effects of acquisitions and dispositions:
Increase in accounts receivable ................ (20,715) (20,139) (1,554)
Decrease in inventories ........................ 6,507 4,034 4,243
Decrease (increase) in prepaid expenses ........ (2,795) 443 4,135
Increase in accounts payable and accrued
liabilities .................................. 20,458 46,157 27,589
Decrease (increase) in other assets ............ (3,969) 2,036 (3,646)
Increase (decrease) in workers' compensation
and other claims, noncurrent ................. (17,213) (16,705) 40,726
Increase (decrease) in other liabilities ....... 66,339 (6,593) 47,331
Other, net ..................................... (342) (275) (2,095)
--------- --------- --------
Net cash provided by operating activities .... 119,914 124,816 108,250
--------- --------- --------
Cash flows from investing activities:
Additions to property, plant and equipment ............ (97,779) (100,575) (77,209)
Proceeds from disposal of property, plant and
equipment ........................................... 4,620 5,848 7,425
Acquisitions, net of cash acquired, and related
contingency payments ................................ (1,435) (52,560) (1,914)
Proceeds from leveraged leases ........................ - 13,707 24,340
Other, net ............................................ 8,569 (2,435) 686
--------- --------- --------
Net cash used by investing activities ........ (86,025) (136,015) (46,672)
--------- --------- --------
Cash flows from financing activities:
Additions to debt ..................................... 4,136 30,916 3,931
Reductions of debt .................................... (34,385) (9,608) (40,267)
Repurchase of common stock of the Company ............. (1,511) (13,033) (1,546)
Proceeds from exercise of stock options ............... 14,757 1,472 1,546
Dividends paid ........................................ (11,638) (9,262) (7,456)
Proceeds from sale of stock to SIP ................... 264 - -
Costs of Services Stock Proposal ...................... (3,163) - -
Costs of preferred stock issuance ..................... (277) - -
--------- --------- --------
Net cash provided (used) by financing
activities ................................. (31,817) 485 (43,792)
--------- --------- --------
Net increase (decrease) in cash and cash equivalents .... 2,072 (10,714) 17,786
Cash and cash equivalents at beginning of year .......... 30,340 41,054 23,268
--------- --------- --------
Cash and cash equivalents at end of year ................ $ 32,412 30,340 41,054
========= ========= ========
See accompanying notes to consolidated financial statements.
74
THE PITTSTON COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
BASIS OF PRESENTATION:
On July 26, 1993, the shareholders of The Pittston Company (the "Company")
approved the Services Stock Proposal, as described in Note 9, resulting in the
reclassification of the Company's common stock into shares of Pittston Services
Group Common Stock ("Services Stock") on a share-for-share basis. In addition,
a second class of common stock, designated as Pittston Minerals Group Common
Stock ("Minerals Stock") was distributed on a basis of one-fifth of one share
of Minerals Stock for each share of the Company's previous common stock. The
Pittston Services Group (the "Services Group") consists of the Burlington Air
Express Inc. ("Burlington"), Brink's, Incorporated ("Brink's") and Brink's
Home Security, Inc. ("BHS") operations of the Company. The Pittston Minerals
Group (the "Minerals Group") consists of the Coal and Mineral Ventures
operations of the Company. The approval of the Services Stock Proposal did not
result in any transfer of assets and liabilities of the Company or any of its
subsidiaries. The Company prepares separate financial statements for the
Minerals and Services Groups in addition to consolidated financial information
of the Company.
Due to the reclassification of the Company's common stock, all stock and per
share data in the accompanying financial statements for 1992 and 1991 have been
restated from amounts previously reported. The primary impacts of this
restatement are as follows:
o Net income per common share has been restated in the Consolidated Statements
of Operations to reflect the two classes of stock, Services Stock and
Minerals Stock, as if they were outstanding for all periods presented. For
the purposes of computing net income per common share of Services Stock and
Minerals Stock, the number of shares of Services Stock are assumed to be the
same as the total corresponding number of shares of the Company's common
stock. The number of shares of Minerals Stock are assumed to be one-fifth
of the shares of the Company's common stock.
o All financial impacts of purchases and issuances of the Company's common
stock prior to the effective date of the Services Stock Proposal have been
attributed to each Group in relation of their respective common equity to
the Company's common stock. Dividends paid by the Company were attributed
to the Services and Minerals Groups in relation to the initial dividends
paid on the Services Stock and the Minerals Stock. Accordingly, the
Consolidated Statements of Shareholders' Equity have been restated to
reflect these changes.
For 1993, all stock activity (including dividends) prior to the Services Stock
Proposal has been attributed to the Services Group and the Minerals Group based
on the methods described above.
PRINCIPLES OF CONSOLIDATION:
The accompanying consolidated financial statements reflect the accounts of the
Company and its majority-owned subsidiaries. The Company's interests in 20% to
50% owned companies are carried on the equity method. Undistributed earnings
of such companies included in consolidated retained earnings approximated
$39,104,000 at December 31, 1993. All material intercompany items and
transactions have been eliminated in consolidation. Certain prior year amounts
have been reclassified to conform to the current year's financial statement
presentation.
CASH AND CASH EQUIVALENTS:
Cash and cash equivalents include cash on hand, demand deposits and investments
with original maturities of three months or less.
75
SHORT-TERM INVESTMENTS:
Short-term investments primarily include funds set aside by management for
certain obligations and are carried at cost which approximates market.
INVENTORIES:
Inventories are stated at cost (determined under the first-in, first-out or
average cost method) or market, whichever is lower.
PROPERTY, PLANT AND EQUIPMENT:
Expenditures for maintenance and repairs are charged to expense and the costs
of renewals and betterments are capitalized. Depreciation is provided
principally on the straight-line method at varying rates depending upon
estimated useful lives. Depletion of bituminous coal lands is provided on the
basis of tonnage mined in relation to the estimated total of recoverable
tonnage in the ground.
Mine development costs, primarily included in bituminous coal lands, are
capitalized and amortized over the estimated useful life of the mine. These
costs include expenses incurred for site preparation and development as well as
operating deficits incurred at the mines during the development stage. A mine
is considered under development until all planned production units have been
placed in operation.
Subscriber installation costs for home security systems provided by BHS are
capitalized and amortized over the estimated life of the assets and are
included in machinery and equipment. The basic equipment that is installed,
remains the property of BHS and is capitalized at cost. Other capitalized
costs, which arise solely as a direct result of the installation process and
bring the revenue producing asset to its intended use, include costs of setting
up customers on the monitoring network, labor costs and costs incurred for
installation scheduling and testing. When a customer is identified for
disconnect, the remaining net book value of the basic equipment is fully
depreciated.
INTANGIBLES:
The excess of cost over fair value of net assets of companies acquired is
amortized on a straight-line basis over the estimated periods benefitted.
INCOME TAXES:
In 1991, the Company adopted Statement of Financial Accounting Standards No.
109, "Accounting for Income Taxes" ("SFAS 109"), which requires recognition of
deferred tax liabilities and assets for the expected future tax consequences of
events that have been included in the financial statements or tax returns.
Under this method, deferred tax liabilities and assets are determined based on
the difference between the financial statement and tax bases of assets and
liabilities using enacted tax rates in effect for the year in which the
differences are expected to reverse.
PNEUMOCONIOSIS (BLACK LUNG) EXPENSE:
The Company acts as self-insurer with respect to black lung benefits.
Provision is made for estimated benefits in accordance with annual actuarial
reports prepared by outside actuaries. The excess of the present value of
expected future benefits over the accumulated book reserves is recognized over
the amortization period as a level percentage of payroll. Cumulative actuarial
gains or losses are calculated periodically and amortized on a straight-line
basis. Assumptions used in the calculation of the actuarial present value of
black lung benefits are based on actual retirement experience of the Company's
coal employees, black lung claims incidence for active miners, actual dependent
information, industry turnover rates, actual medical and legal cost experience
and current inflation rates. As of December 31, 1993 and 1992, the accrued
value of estimated future black lung benefits discounted at 6% was
approximately $61,067,000 and $61,095,000, respectively, and are included in
workers' compensation and other claims. Based on acruarial data, the Company
76
charged to earnings $438,000 in 1993, $1,029,000 in 1992 and $3,113,000 in
1991. In addition, the Company accrued additional expenses for black lung
benefits related to federal and state assessments, legal and administration
expenses and other self insurance costs. These amounted to $2,887,000 in 1993,
$2,073,000 in 1992 and $2,435,000 in 1991.
POSTRETIREMENT BENEFITS OTHER THAN PENSIONS:
In 1991, the Company adopted Statement of Financial Accounting Standards No.
106, "Employers' Accounting for Postretirement Benefits Other Than Pensions"
("SFAS 106"), which requires employers to accrue the cost of such retirement
benefits during the employees' service with the Company.
FOREIGN CURRENCY TRANSLATION:
Assets and liabilities of foreign subsidiaries have been translated at current
exchange rates, and related revenues and expenses have been translated at
average rates of exchange in effect during the year. Resulting cumulative
translation adjustments have been recorded as a separate component of
shareholders' equity. Translation adjustments relating to subsidiaries in
countries with highly inflationary economies are included in net income, along
with all transaction gains and losses for the period.
A portion of the Company's financial results is derived from activities in
several foreign countries, each with a local currency other than the U.S.
dollar. Because the financial results of the Company are reported in U.S.
dollars, they are affected by the changes in the value of the various foreign
currencies in relation to the U.S. dollar. However, the Company's
international activity is not concentrated in any single currency, which limits
the risks of foreign currency rate fluctuations.
FINANCIAL INSTRUMENTS:
The Company uses foreign currency forward contracts to hedge risk of changes in
foreign currency rates associated with certain transactions denominated in
various currencies. Realized and unrealized gains and losses on these
contracts, designated and effective as hedges, are deferred and recognized as
part of the specific transaction hedged.
The Company also utilizes other financial instruments to protect against
adverse price movements in gold, which the Company produces, and crude oil and
its derivative products, which the Company consumes. Gains and losses on these
contracts, designated and effective as hedges, are deferred and recognized as
part of the transaction hedged.
The Company is required to adopt Statement of Financial Accounting Standards
No. 115, "Accounting for Certain Investments in Debt and Equity Securities"
("SFAS 115"), in 1994. SFAS 115 requires classification of debt and equity
securities and recognition of changes in the fair value of the securities based
on the purpose for which the securities are held. The Company has determined
that the cumulative effect of adopting SFAS 115 is immaterial.
REVENUE RECOGNITION:
Coal - Coal sales are generally recognized when coal is loaded onto
transportation vehicles before shipment to customers. For domestic sales, this
occurs when coal is loaded onto railcars at mine locations. For export sales,
this occurs when coal is loaded onto marine vessels at terminal facilities.
Mineral Ventures - Gold sales are recognized when products are shipped to a
refinery. Settlement adjustments arising from final determination of weights
and assays are reflected in sales when received.
Burlington - Revenues related to transportation services are recognized,
together with related transportation costs, on the date shipments physically
depart from facilities en route to destination locations.
77
Brink's - Revenues from contract carrier armored car, automatic teller machine,
air courier, coin wrapping, and currency and deposit processing services are
recognized when services are performed.
BHS - Monitoring revenues are recognized when earned and amounts paid in
advance are deferred and recognized as income over the applicable monitoring
period, which is generally one year or less. Revenues from the sale of
equipment, excluding equipment which is part of the standard package security
system, are recognized, together with related costs, upon completion of the
installation. Connection fee revenues are recognized to the extent of direct
selling costs incurred and expensed. Connection fee revenues in excess of
direct selling costs are deferred and recognized as income on a straight-line
basis over ten years.
NET INCOME PER COMMON SHARE:
Net income per common share for Services Stock and Minerals Stock is computed
by dividing the net income for each Group by the weighted average number of
shares outstanding during the period. The potential dilution from the exercise
of stock options is not material. The assumed conversion of the 9.20%
convertible subordinated debentures is not included since its effect is
antidilutive. The shares of Services Stock and Minerals Stock held in The
Pittston Company Employee Benefits Trust (Note 9) are evaluated for inclusion
in the calculation of net income per share under the treasury stock method and
have no dilutive effect.
2. FINANCIAL INSTRUMENTS
Financial instruments which potentially subject the Company to concentrations
of credit risk consist principally of cash and cash equivalents and short-term
investments and trade receivables. The Company places its cash and cash
equivalents and short-term investments with high credit qualified financial
institutions and, by policy, limits the amount of credit exposure to any one
financial institution. Concentrations of credit risk with respect to trade
receivables are limited due to the large number of customers comprising the
Company's customer base, and their dispersion across many different industries
and geographic areas.
The following details the fair values of financial instruments for which it is
practicable to estimate the value:
CASH AND CASH EQUIVALENTS AND SHORT-TERM INVESTMENTS
The carrying amounts approximate fair value because of the short maturity of
these instruments.
DEBT
The aggregate fair value of the Company's long-term debt obligations, which is
based upon quoted market prices and rates currently available to the Company
for debt with similar terms and maturities, approximates the carrying amount.
OFF-BALANCE SHEET INSTRUMENTS
The Company enters into various off-balance sheet financial instruments, as
discussed below, to hedge its foreign currency and other market exposures.
Accordingly, the fair value of these instruments have been considered in
determining the fair values of the assets and liabilities being hedged. The
risk that counterparties to such instruments may be unable to perform is
minimized by limiting the counterparties to major international banks. The
Company does not expect any losses due to such counterparty default.
Foreign currency forward contracts - The Company enters into foreign currency
forward contracts with a duration of 30 to 45 days as a hedge against accounts
payable denominated in various currencies. These contracts do not subject the
Company to risk due to exchange rate movements because gains and losses on
these contracts offset losses and gains on the payables being hedged. At
December 31, 1993, the total contract value of foreign currency forward
contracts outstanding was $4,600,000. As of such date, the carrying amounts of
the foreign currency forward contracts approximate fair value.
78
Forward sales contracts - In order to protect itself against downward
movements in gold prices, the Company hedges a portion of its recoverable
proved and probable reserves primarily through forward sales contracts. At
December 31, 1993, 72,000 ounces of gold, representing approximately 50% of the
Company's recoverable proved and probable reserves, were sold forward under
forward sales contracts at an average price of $350 per ounce. Because only a
portion of its future production is currently sold forward, the Company can
take advantage of increases, if any, in the spot price of gold. At December
31, 1993, the aggregate carrying value of the Company's forward sales contracts
exceeded their fair value by approximately $2,900,000.
Other contracts - The Company has hedged a significant portion of its jet fuel
requirements for the period January 1, 1994 through March 31, 1995, through
swap contracts which were intended to fix the Company's per gallon fuel costs
below 1993 levels. At December 31, 1993, the contract value of the jet fuel
swaps, aggregating 50.1 million gallons, was $25,492,000. In addition, a call
option was purchased for 12.6 million gallons of crude oil for the first half
of 1994. Each of these transactions are settled monthly based upon the average
of the high and low prices during each period. The fair value of these fuel
hedge transactions may fluctuate over the course of the contract period due to
changes in the supply and demand for oil and refined products. Thus, the
economic gain or loss, if any, upon settlement of the contracts may differ from
the fair value of the contracts at an interim date. At December 31, 1993, the
aggregate carrying value of the swap contracts and the call option exceeded
their fair value by approximately $1,700,000.
3. ACCOUNTS RECEIVABLE - TRADE
In 1991, the Company entered into agreements with two financial institutions
whereby it had the right to sell certain coal receivables, with recourse, to
those institutions. One agreement expired on June 30, 1992. The other
agreement, which expires September 27, 1994, limits the maximum amount of
outstanding receivables that could be owned by the financial institution to
$20,000,000. The Company sold total coal receivables of approximately
$16,143,000 in 1993, $23,959,000 in 1992 and $2,776,000 in 1991 under these
agreements.
In 1985, the Company entered into an agreement whereby it had the right to sell
certain coal receivables, with limited recourse, to a financial institution
from time to time until December 31, 1991. During 1992, the Company continued
to sell certain coal receivables to the financial institution under essentially
the same terms and conditions as the expired agreement. The Company sold total
coal receivables of approximately $41,272,000 in 1992 and $10,706,000 in 1991
under this agreement, which has since been terminated.
As of December 31, 1993, there were no receivables sold which remained to be
collected. As of December 31, 1992, receivables sold totalling $11,987,000
remained to be collected.
4. PROPERTY, PLANT AND EQUIPMENT
Capitalized mine development costs totalled $2,181,000 in 1993, $18,487,000 in
1992 and $12,167,000 in 1991.
79
During the three years ended December 31, 1993, changes in capitalized
subscriber installation costs for home security systems were as follows:
1993 1992 1991
-------- ------- -------
(In thousands)
Capitalized subscriber installation costs -
beginning of year ........................ $ 54,668 44,842 36,842
Capitalized cost of security installation
systems .................................. 23,972 20,694 13,113
Capitalized cost of security systems
acquired ................................. - (143) 2,648
Depreciation, including amounts recognized
to fully depreciate capitalized costs for
subscribers disconnected during the year.. (12,855) (10,725) (7,761)
-------- ------- -------
Capitalized subscriber installation costs -
end of year .............................. $ 65,785 54,668 44,842
======== ======= =======
As of January 1, 1992, BHS elected to capitalize categories of costs not
previously capitalized for home security system installations. This change in
accounting principle is preferable because it more accurately reflects
subscriber installation costs. The additional costs not previously capitalized
consisted of costs for installation labor and related benefits for supervisory,
installation scheduling, equipment testing and other support personnel (in the
amount of $2,567,000 in 1993 and $2,327,000 in 1992) and costs incurred in
maintaining facilities and vehicles dedicated to the installation process (in
the amount of $1,484,000 in 1993 and $1,994,000 in 1992). The effect of this
change in accounting principle was to increase operating profit of the
consolidated group and the BHS segment in 1993 and 1992 by $4,051,000 and
$4,321,000, respectively, and net income of the Services Group by $.07 per
share in each year. Prior to January 1, 1992, the records needed to identify
such costs were not available. Thus, it was impossible to accurately calculate
the effect on retained earnings as of January 1, 1992 or the pro forma effects
of retroactive application on the year ended December 31, 1991 for the change
in accounting principle. However, the Company believes the effect on retained
earnings as of January 1, 1992 was immaterial.
Because capitalized subscriber installation costs for prior periods were not
adjusted for the change in accounting principle, installation costs for
subscribers in those years will continue to be depreciated based on the lesser
amounts capitalized in prior periods. Consequently, depreciation of
capitalized subscriber installation costs in the current year and until such
capitalized costs prior to January 1, 1992 are fully depreciated will be less
than if such prior periods' capitalized costs had been adjusted for the change
in accounting. However, the Company believes the effect on net income in 1993
and 1992 was immaterial.
New subscriber installations for which costs were capitalized totalled 56,700
in 1993, 48,600 in 1992 and 41,000 in 1991. Additional subscribers who
purchased the installed equipment and for which no costs were capitalized
totalled 1,600 in 1993 and 700 in each of 1992 and 1991. In 1993 and 1992, BHS
also added 1,300 and 2,000 subscribers, respectively, as a result of converting
previously installed competitors' systems to BHS monitoring. The acquisition
of monitoring contracts added 6,400 subscribers in 1991.
The estimated useful lives for property, plant and equipment are as follows:
Years
-------
Buildings . . . . . . . . . . 3 to 25
Machinery and equipment . . . 2 to 20
Depreciation of property, plant and equipment aggregated $63,953,000 in 1993,
$57,291,000 in 1992 and $53,059,000 in 1991.
80
5. INTANGIBLES
Intangibles consist entirely of the excess of cost over fair value of net
assets of companies acquired and are net of accumulated amortization of
$65,738,000 at December 31, 1993 and $58,739,000 at December 31, 1992. The
estimated useful life of intangibles is generally forty years. Amortization of
intangibles aggregated $7,126,000 in 1993, $7,184,000 in 1992 and $7,021,000 in
1991.
6. INCOME TAXES
The provision (credit) for income taxes consists of the following:
U.S.
Federal Foreign State Total
------- ------- ----- -------
(In thousands)
1993:
Current ......................... $ 16,385 9,705 3,353 29,443
Deferred ........................ (20,719) (7,939) (777) (29,435)
-------- ------ ----- -------
Total ........................... $ (4,334) 1,766 2,576 8
======== ====== ===== =======
1992:
Current ......................... $ 12,643 2,640 4,173 19,456
Deferred ........................ 8,675 583 (195) 9,063
-------- ------ ----- -------
Total ........................... $ 21,318 3,223 3,978 28,519
======== ====== ===== =======
1991:
Current ......................... $ 11,820 3,011 3,403 18,234
Deferred ........................ (30,674) 3,257 1,259 (26,158)
-------- ------ ----- -------
Total ........................... $(18,854) 6,268 4,662 (7,924)
======== ====== ===== =======
Effective January 1, 1991, the Company adopted SFAS 109, which requires
recognition of deferred tax liabilities and assets for the expected future tax
consequences of events that have been included in the financial statements or
tax returns. Under this method, deferred tax liabilities and assets are
determined based on the difference between the financial statement and tax
bases of assets and liabilities using enacted tax rates in effect for the year
in which the differences are expected to reverse. As of January 1, 1991, the
Company recorded a tax credit of approximately $10,061,000, of which $3,665,000
or $.10 per share was attributed to the Services Group and $6,396,000 or $.86
per share was attributed to the Minerals Group, which amount represents the net
decrease to the deferred tax liability as of that date. Such amount has been
reflected in the consolidated statement of operations as the cumulative effect
of an accounting change.
For the years ended December 31, 1993, 1992 and 1991, cash payments for income
taxes, net of refunds received, were $30,237,000, $6,129,000 and $15,285,000,
respectively.
The significant components of the deferred tax expense (benefit) were as
follows:
1993 1992 1991
-------- ------- -------
(In thousands)
Deferred tax expense (benefit), exclusive
of the components listed below ........ $(33,157) 8,209 (41,786)
Investment tax credit carryforwards ..... - 8,978 5,898
Net operating loss carryforwards ........ 1,793 (654) 31,420
Alternative minimum tax credits ......... 4,826 (9,814) (21,690)
Change in the valuation allowance for
deferred tax assets ................... (1,397) 2,344 -
Adjustment to deferred tax assets and
liabilities for the change in the U.S.
Federal tax rate....................... (1,500) - -
-------- ------ -------
$(29,435) 9,063 (26,158)
======== ====== =======
81
The tax benefit for compensation expense related to the exercise of certain
employee stock options for tax purposes in excess of compensation expense for
financial reporting purposes is recognized as an adjustment to shareholders'
equity.
The components of the net deferred tax asset as of December 31, 1993 and
December 31, 1992 were as follows:
1993 1992
-------- --------
(In thousands)
Deferred tax assets:
Accounts receivable ..................... $ 5,630 5,113
Postretirement benefits other than
pensions .............................. 93,341 85,385
Workers' compensation and other claims .. 60,007 63,949
Other liabilities and reserves .......... 85,002 59,005
Miscellaneous ........................... 10,595 9,161
Net operating loss carryforwards ........ 8,299 10,092
Alternative minimum tax credits ......... 30,774 34,693
Valuation allowance ..................... (9,855) (11,252)
-------- -------
Total deferred tax asset ................ 283,793 256,146
-------- -------
Deferred tax liabilities:
Property, plant and equipment ........... 62,391 58,674
Pension assets .......................... 45,566 43,788
Other assets ............................ 4,955 11,395
Investments in foreign affiliates ....... 13,044 15,729
Miscellaneous ........................... 60,286 64,201
-------- -------
Total deferred tax liability ............ 186,242 193,787
-------- -------
Net deferred tax asset .................. $ 97,551 62,359
======== =======
The valuation allowance relates to deferred tax assets in certain foreign and
state jurisdictions.
Based on the Company's historical and expected taxable earnings, management
believes it is more likely than not that the Company will realize the benefit
of the existing deferred tax asset at December 31, 1993.
82
The following table accounts for the difference between the actual tax
provision and the amounts obtained by applying the statutory U.S. federal
income tax rate of 35% in 1993 and 34% in 1992 and 1991 to the income (loss)
before income taxes.
Years Ended December 31
---------------------------
1993 1992 1991
------- ------- -------
(In thousands)
Income (loss) before income taxes:
United States ........................... $(7,329) 58,053 (53,472)
Foreign ................................. 21,483 19,553 16,713
------- ------- -------
$14,154 77,606 (36,759)
======= ======= =======
Tax provision computed at statutory
rate .................................... $ 4,954 26,386 (12,498)
Increases (reductions) in taxes due to:
Percentage depletion .................... (7,598) (5,033) (5,101)
State income taxes (net of federal tax
benefit) .............................. 1,924 2,064 3,077
Goodwill amortization ................... 3,055 2,229 2,219
Difference between total taxes on
foreign income and the U.S. federal
statutory rate ........................ (118) (1,254) 3,264
Change in the valuation allowance for
deferred tax assets ................... (1,397) 2,344 -
Adjustment to deferred tax assets and
liabilities for the change in the U.S.
Federal tax rate....................... (1,500) - -
Miscellaneous ........................... 688 1,783 1,115
------ ------ -------
Actual tax provision (credit) ........... $ 8 28,519 (7,924)
====== ====== =======
It is the policy of the Company to accrue deferred income taxes on temporary
differences related to the financial statement carrying amounts and tax bases
of investments in foreign subsidiaries and affiliates which are expected to
reverse in the foreseeable future. As of December 31, 1993 and December 31,
1992 the unrecognized deferred tax liability for temporary differences of
approximately $43,640,000 and $36,200,000, respectively, related to investments
in foreign subsidiaries and affiliates that are essentially permanent in nature
and not expected to reverse in the foreseeable future was approximately
$15,274,000 and $12,308,000, respectively.
The Company and its domestic subsidiaries file a consolidated U.S. federal
income tax return. Such returns have been audited and settled with the
Internal Revenue Service through the year 1981.
As of December 31, 1993, the Company had $30,774,000 of alternative minimum tax
credits available to offset future U.S. federal income taxes and, under current
tax law, the carryforward period for such credits is unlimited.
The tax benefit of net operating loss carryforwards as at December 31, 1993 was
$8,299,000 and relate to various state and foreign taxing jurisdictions. The
expiration periods primarily range from 5-15 years.
83
7. LONG-TERM DEBT
Consists of the following:
As of December 31
----------------------
1993 1992
------- -------
(In thousands)
Senior obligations:
Revolving credit notes due 1994 to 1997 (year
end rates 3.53% in 1993 and 4.09% in 1992) ... $ 2,100 25,000
Dutch guilder term loan due 1995 (6.69% in 1993
and 9.38% in 1992) ........................... 1,250 3,106
U.S. dollar term loan due 1995 (4.06% in 1993
and 4.19% in 1992) ........................... 1,714 2,996
U.S. dollar term loan due 1995 to 1997 (3.81%
in 1993 and 7.75% in 1992) ................... 5,321 7,580
Canadian dollar term loan (7.91% in 1992) ...... - 3,905
All other ...................................... 2,629 2,451
------- -------
13,014 45,038
------- -------
Subordinated obligations:
4% subordinated debentures due 1997 ............ 14,648 14,648
9.20% convertible subordinated debentures due
2004 ......................................... 27,811 27,811
------- -------
42,459 42,459
------- -------
Obligations under capital leases (average rates
9.62% in 1993 and 12.07% in 1992) ............. 2,915 3,711
------- -------
Total long-term debt, less current maturities $58,388 91,208
======= =======
For the four years through December 31, 1998, minimum repayments of long-term
debt outstanding are as follows:
(In thousands)
1995 ......................... $ 6,939
1996 ......................... 5,192
1997 ......................... 16,928
1998 ......................... 455
At December 31, 1993, the Company had separate revolving credit agreements with
several banks under which it is permitted to borrow, repay and reborrow up to
an aggregate of $250,000,000. Interest is payable at rates based on prime,
certificate of deposit, Eurodollar, money market or Federal Funds rates. The
agreements, which have various expiration dates beginning in December 1994 and
continuing through December 1997, include provisions under which borrowings are
converted to term loans with various repayment dates.
In March 1994, the Company entered into a $350,000,000 revolving credit
agreement with a syndicate of banks (the "New Facility"), replacing the
Company's previously existing $250,000,000 of revolving credit agreements. The
New Facility includes a $100,000,000 five-year term loan, which matures in
March 1999. The New Facility also permits additional borrowings, repayments
and reborrowings of up to an aggregate of $250,000,000 until March 1999.
Interest on borrowings under the New Facility is payable at rates based on
prime, certificate of deposit, Eurodollar or money market rates.
The Dutch guilder loan to Brink's, a wholly owned indirect subsidiary of the
Company, bears interest based on a Euroguilder rate, or if converted to a U.S.
dollar loan, bears interest based on prime, Eurodollar or money market rates.
In January 1992, a portion of the guilder loan was converted into a U.S. dollar
loan. In March 1993, a pound sterling loan to Brink's was converted into a
U.S. dollar term loan due 1995 to 1997. Interest was previously based on the
Eurosterling rate and is currently based on the Eurodollar rate. The Canadian
dollar loan to a wholly owned indirect subsidiary of the Company was paid in
June 1993. Under the terms of the loans, Brink's has agreed to various
restrictions relating to net worth, disposition of assets and incurrence of
additional debt.
84
The 4% subordinated debentures due July 1, 1997 are exchangeable only for cash,
at the rate of $157.80 per $1,000 debentures. The debentures are redeemable at
the Company's option, in whole or in part, at any time prior to maturity, at
redemption prices equal to 100% of principal amount.
The 9.20% convertible subordinated debentures due July 1, 2004 are convertible
into shares of Services Stock and Minerals Stock at the rate of two shares of
Services Stock and two-fifths of a share of Minerals Stock for each $100
principal amount, subject to adjustment pursuant to antidilution provisions.
The debentures are redeemable at the Company's option, in whole or in part, at
any time prior to maturity, at redemption prices which decline from 102.76% of
principal amount before July 1, 1994, to 100% of principal amount after June
30, 1999.
Various international subsidiaries maintain lines of credit and overdraft
facilities aggregating approximately $58,000,000 with a number of banks on
either a secured or unsecured basis.
Under the terms of some of its debt instruments, the Company has agreed to
various restrictions relating to the payment of dividends, the repurchase of
capital stock, maintenance of consolidated working capital and net worth, and
the amount of additional funded debt which may be incurred. Allowable
restricted payments for dividends and stock repurchases aggregated $107,365,000
at December 31, 1993.
At December 31, 1993, the Company had outstanding unsecured letters of credit
totalling $72,274,000, primarily supporting the Company's obligations under its
various self-insurance programs.
Cash payments made for interest for the years ended December 31, 1993, 1992 and
1991 were $10,207,000, $11,553,000 and $15,955,000, respectively.
8. STOCK OPTIONS
The Company grants options under its 1988 Stock Option Plan (the "1988 Plan")
to executives and key employees and under its Non-Employee Directors' Stock
Option Plan (the "Non-Employee Plan") to outside directors to purchase common
stock at a price not less than 100% of quoted market value at date of grant.
The 1988 Plan provides for the grant of "incentive stock options", which
terminate not later than ten years from the date of grant, and "nonqualified
stock options", which terminate not later than ten years and two days from the
date of grant. As part of the Services Stock Proposal (Note 9), the 1988 Plan
was amended to permit option grants to be made to optionees with respect to
either Services Stock or Minerals Stock, or both.
The Non-Employee Plan authorizes initial and automatic grants of "nonqualified
stock options" which terminate on the tenth anniversary of grant. Pursuant to
the Non-Employee Plan, also amended for the Services Stock Proposal, each
non-employee director of the Company elected after July 26, 1993, shall receive
an initial grant of an option to purchase 10,000 shares of Services Stock and
an option to purchase 2,000 shares of Minerals Stock. On July 1 of each
subsequent year, each non-employee director will automatically be granted an
option to purchase 1,000 shares of Services Stock and an option to purchase 200
shares of Minerals Stock. The first of such automatic grants was made on
August 1, 1993.
The Company's 1979 Stock Option Plan (the "1979 Plan") and 1985 Stock Option
Plan (the "1985 Plan") terminated in 1985 and 1988, respectively, except as to
options theretofore granted.
85
At the Effective Date, as defined in Note 9, a total of 2,228,225 shares of
common stock were subject to options outstanding under the 1988 Plan, the
Non-Employee Plan, the 1979 Plan and the 1985 Plan. Pursuant to antidilution
provisions in the option agreements covering such options, the Company has
converted these options into options for shares of Services Stock or Minerals
Stock, or both, depending primarily on the employment status and
responsibilities of the particular optionee. In the case of optionees having
Company-wide responsibilities, each outstanding option has been converted into
an option for Services Stock and an option for Minerals Stock, in the same
ratio as the distribution on the Effective Date of Minerals Stock to
shareholders of the Company, viz., one share to one-fifth of a share, with any
resultant fractional share of Minerals Stock rounded downward to the nearest
whole number of shares. In the case of other optionees, each outstanding
option has been converted into a new option for only Services Stock or Minerals
Stock, as the case may be, following the Effective Date. As a result,
2,167,247 shares of Services Stock and 507,698 shares of Minerals Stock were
subject to options outstanding as of the Effective Date.
The table below summarizes the activity in all plans.
Aggregate
No. of Option
Shares Price
--------- ---------
(Dollars in thousands)
THE PITTSTON COMPANY COMMON STOCK:
Outstanding:
12/31/93 .............................. - -
12/31/92 .............................. 2,667,966 $41,577
Granted:
1993 .................................. 17,500 294
1992 .................................. 758,300 11,706
1991 .................................. 233,000 3,886
Became exercisable:
1993 .................................. 468,250 7,749
1992 .................................. 320,009 5,367
1991 .................................. 438,508 7,203
Exercised:
1993 .................................. 377,191 5,379
1992 .................................. 113,347 1,472
1991 .................................. 128,987 1,546
PITTSTON SERVICES GROUP COMMON STOCK:
Outstanding:
12/31/93 .............................. 2,378,804 42,680
Granted:
1993 .................................. 829,000 22,080
Became exercisable:
1993 .................................. 21,008 273
Exercised:
1993 .................................. 594,129 7,638
PITTSTON MINERALS GROUP COMMON STOCK:
Outstanding:
12/31/93 .............................. 623,498 11,023
Granted:
1993 .................................. 252,000 6,094
Became exercisable:
1993 .................................. 3,575 50
Exercised:
1993 .................................. 134,528 1,738
86
At December 31, 1993, a total of 987,605 shares of Services Stock and 240,814
shares of Minerals Stock were exercisable. In addition, there were 2,578,770
shares of Services Stock and 640,298 shares of Minerals Stock reserved for
issuance under the plans, including 199,966 shares of Services Stock and
16,800 shares of Minerals Stock reserved for future grant.
9. CAPITAL STOCK
On July 26, 1993 (the "Effective Date"), the shareholders of the Company
approved the Services Stock Proposal, as described in the Company's proxy
statement dated June 24, 1993, resulting in the reclassification of the
Company's common stock. The outstanding shares of Company common stock were
redesignated as Services Stock on a share-for-share basis and a second class of
common stock, designated as Minerals Stock, was distributed on the basis of
one-fifth of one share of Minerals Stock for each share of the Company's
previous common stock held by shareholders of record on July 26, 1993.
Minerals Stock and Services Stock are designed to provide shareholders with
separate securities reflecting the performance of the Minerals Group and the
Services Group, respectively, without diminishing the benefits of remaining a
single corporation or precluding future transactions affecting either Group.
The Company, at any time, has the right to exchange each outstanding share of
Minerals Stock for shares of Services Stock having a fair market value equal to
115% of the fair market value of one share of Minerals Stock. In addition,
upon the sale, transfer, assignment or other disposition, whether by merger,
consolidation, sale or contribution of assets or stock or otherwise of all or
substantially all of the properties and assets of the Minerals Group to any
person, entity or group (with certain exceptions), the Company is required to
exchange each outstanding share of Minerals Stock for shares of Services Stock
having a fair market value equal to 115% of the fair market value of one share
of Minerals Stock. Shares of Services Stock are not subject to either optional
or mandatory exchange.
Holders of Services Stock have one vote per share. Holders of Minerals Stock
have one vote per share, subject to adjustment on January 1, 1996, and on each
January 1 every two years thereafter based upon the relative fair market value
of one share of Minerals Stock and one share of Services Stock on each such
date. Accordingly, beginning on January 1, 1996, each share of Minerals Stock
may have more than, less than or continue to have exactly one vote. Holders of
Services Stock and Minerals Stock vote together as a single voting group on all
matters as to which all common shareholders are entitled to vote. In addition,
as prescribed by Virginia law, certain amendments to the Company's Restated
Articles of Incorporation affecting, among other things, the designation,
rights, preferences or limitations of one class of common stock, or any merger
or statutory share exchange, must be approved by the holders of such class of
common stock, voting as a separate voting group, and, in certain circumstances,
may also have to be approved by the holders of the other class of common stock,
voting as a separate voting group.
In the event of a dissolution, liquidation or winding up of the Company, the
holders of Services Stock and Minerals Stock will receive the funds remaining
for distribution, if any, to the common shareholders on a per share basis in
proportion to the total number of shares of Services Stock and Minerals Stock,
respectively, then outstanding to the total number of shares of both classes of
common stock then outstanding.
87
Prior to the approval of the Services Stock Proposal, the Company had a share
repurchase program whereby the Company could acquire up to 8.2 million shares
of its common stock from time to time in the open market or in private
transactions, as conditions warrant. Through July 26, 1993, the Company had
acquired 6,776,000 shares under the program at an aggregate cost of
$88,616,000, of which 75,000 shares were acquired during 1993 at a total cost
of $1,105,000. This program was replaced with a new share repurchase program
authorized by the Board of Directors in July 1993, under which up to 1,250,000
shares of Services Stock and 250,000 shares of Minerals Stock may be
repurchased. Through December 31, 1993, a total of 19,000 shares of Minerals
Stock were repurchased under the new program at a total cost of $407,000; no
shares of Services Stock were repurchased in 1993 under the new program. The
program to acquire shares in the open market remains in effect in 1994.
The Company has authority to issue up to 2,000,000 shares of preferred stock,
par value $10 per share. In January 1994, the Company issued 161,000 shares of
its $31.25 Series C Cumulative Convertible Preferred Stock, par value $10 per
share (the "Convertible Preferred Stock") (Note 20). The Convertible Preferred
Stock pays an annual cumulative dividend of $31.25 per share payable quarterly,
in cash, in arrears, out of all funds of the Company legally available
therefor, when, as and if declared by the Board of Directors of the Company,
and bears a liquidation preference of $500 per share, plus an amount equal to
accrued and unpaid dividends thereon. Each share of the Convertible Preferred
Stock is convertible at the option of the holder at any time after March 11,
1994, unless previously redeemed or, under certain circumstances, called for
redemption, into shares of Minerals Stock at a conversion price of $32.175 per
share of Minerals Stock, subject to adjustment in certain circumstances.
Except under certain circumstances, the Convertible Preferred Stock is not
redeemable prior to February 1, 1997. On and after such date, the Company may
at its option, redeem the Convertible Preferred Stock, in whole or in part, for
cash initially at a price of $521.875 per share, and thereafter at prices
declining ratably annually on each February 1 to an amount equal to $500.00 per
share on and after February 1, 2004, plus in each case an amount equal to
accrued and unpaid dividends on the date of redemption. Except under certain
circumstances or as prescribed by Virginia law, shares of the Convertible
Preferred Stock are nonvoting. Other than the Convertible Preferred Stock no
shares of preferred stock are presently issued or outstanding.
The Company's 9.20% convertible subordinated debentures (Note 7) are
convertible into 556,216 shares of Services Stock and 111,243 shares of
Minerals Stock.
Under a Shareholder Rights Plan adopted by the Company's Board of Directors in
1987 and amended in December 1988, rights to purchase a new Series A
Participating Cumulative Preferred Stock (the "Series A Preferred Stock") of
the Company were distributed as a dividend at the rate of one right for each
share of the Company's common stock. Pursuant to the Services Stock Proposal,
the Shareholders Rights Plan was amended and restated to reflect the change in
the capital structure of the Company. Each existing right was amended to
become a Pittston Services Group right (a "Services Right"). Holders of
Minerals Stock received one Pittston Minerals Group right (a "Minerals Right")
for each outstanding share of Minerals Stock. Each Services Right, if and when
it becomes exercisable, will entitle the holder to purchase one-thousandth of a
share of Series A Preferred Stock at a purchase price of $40, subject to
adjustment. Each Minerals Right, if and when it becomes exercisable, will
entitle the holder to purchase one-thousandth of a share of Series B
Participating Cumulative Preferred Stock (the "Series B Preferred Stock") at a
purchase price of $40, subject to adjustment. Each fractional share of Series
A Preferred Stock and Series B Preferred Stock will be entitled to participate
in dividends and to vote on an equivalent basis with one whole share of
Services Stock and Minerals Stock, respectively. Each right will not be
exercisable until ten days after a third party acquires 20% or more of the
total voting rights of all outstanding Services Stock and Minerals Stock or ten
days after commencement of a tender offer or exchange offer by a third party
for 30% or more of the total voting rights of all outstanding Services Stock
and Minerals Stock. If after the rights become
88
exercisable, the Company is acquired in a merger or other business combination,
each right will entitle the holder to purchase, for the purchase price, common
stock of the surviving or acquiring company having a market value of twice the
purchase price. In the event a third party acquires 30% or more of all
outstanding Services Stock and Minerals Stock or engages in one or more "self
dealing" transactions with the Company, the rights will entitle each holder to
purchase, at the purchase price, that number of fractional shares of Series A
Preferred Stock and Series B Preferred Stock equivalent to the number of shares
of common stock which at the time of the triggering event would have a market
value of twice the purchase price. The rights may be redeemed by the Company
at a price of $.01 per right and expire on September 25, 1997.
The Company's Articles of Incorporation limits dividends on Minerals Stock to
the lesser of (i) all funds of the Company legally available therefor (as
prescribed by Virginia law) and (ii) the Available Minerals Dividend Amount (as
defined in the Articles of Incorporation). At December 31, 1993, the Available
Minerals Dividend Amount was at least $10,054,000. After giving effect to the
issuance of the Convertible Preferred Stock, the pro forma Available Minerals
Dividend Amount would have been at least $85,622,000. Dividends on Minerals
Stock are also restricted by covenants in the Company's public indentures and
bank credit agreements (Note 7).
In December 1992, the Company formed The Pittston Company Employee Benefits
Trust (the "Trust") to hold shares of its common stock to fund obligations
under certain employee benefit programs. Upon formation of the Trust, the
Company sold for a promissory note of the Trust, four million new shares of its
common stock to the Trust at a price equal to the fair value of the stock on
the date of sale. Upon approval of the Services Stock Proposal, 3,871,826
shares in the Trust were redesignated as Services Stock and 774,365 shares of
Minerals Stock were distributed to the Trust. At December 31, 1993, 3,853,778
shares of Services Stock and 770,301 shares of Minerals Stock remained in the
Trust, valued at market. These shares will be voted by the trustee in the same
proportion as those voted by the Company's employees participating in the
Company's Savings Investment Plan. The fair market value of the shares are
included in common stocks and capital in excess of par and, in total, as a
reduction to common shareholders' equity in the Company's consolidated balance
sheet.
10. ACQUISITIONS
During 1993, the Company acquired one small business and made installment and
contingency payments related to other acquisitions made in prior years. The
total consideration paid was $1,435,000.
During 1992, the Company acquired several businesses for an aggregate purchase
price of $47,800,000 including debt and installment payments to be made of
$2,864,000. The fair value of assets acquired was $50,858,000 and liabilities
assumed was $3,058,000. In addition, the Company made cash payments of
$7,624,000 in the aggregate for an equity investment and contingency payments
for acquisitions made in prior years.
During 1991, the Company acquired one small business and made contingency
payments related to other acquisitions made in prior years. The total
consideration paid was $1,914,000.
All acquisitions have been accounted for as purchases. In 1993, 1992 and 1991,
the purchase price was essentially equal to the fair value of assets acquired.
The results of operations of the acquired companies have been included in the
Company's results of operations from their date of acquisition.
89
11. JOINT VENTURE
The Company, through a wholly owned indirect subsidiary, entered into a
partnership agreement in 1982 with four other coal companies to construct and
operate coal port facilities in Newport News, Virginia, in the Port of Hampton
Roads (the "Facilities"). The Facilities commenced operations in 1984, and now
have an annual throughput capacity of 22 million tons, with a ground storage
capacity of approximately 2 million tons. The Company initially had an
indirect 25% interest in the partnership, DTA. Initial financing of the
Facilities was accomplished through the issuance of $135,000,000 principal
amount of revenue bonds by the Peninsula Ports Authority of Virginia (the
"Authority"), which is a political subdivision of the Commonwealth of Virginia.
In 1987, the original revenue bonds were refinanced by the issuance of
$132,800,000 of coal terminal revenue refunding bonds of which two series of
these bonds in the aggregate principal amount of $33,200,000 were attributable
to the Company. In 1990, the Company acquired an additional indirect 7 1/2%
interest in the DTA partnership, increasing its ownership to 32 1/2%. With the
increase in ownership, $9,960,000 of the remaining four additional series of
the revenue refunding bonds of $99,600,000 became attributable to the Company.
In November 1992, all bonds attributable to the Company were refinanced with
the issuance of a new series of coal terminal revenue refunding bonds in the
aggregate principal amount of $43,160,000. The new series of bonds bear a
fixed interest rate of 7 3/8%. The Authority owns the Facilities and leases
them to DTA for the life of the bonds, which mature on June 1, 2020. DTA may
purchase the Facilities for $1 at the end of the lease term. The obligations
of the partners are several, and not joint.
Under loan agreements with the Authority, DTA is obligated to make payments
sufficient to provide for the timely payment of the principal of and interest
on the bonds of the new series. Under a throughput and handling agreement, the
Company has agreed to make payments to DTA that in the aggregate will provide
DTA with sufficient funds to make the payments due under the loan agreements
and to pay the Company's share of the operating costs of the Facilities. The
Company has also unconditionally guaranteed the payment of the principal of and
premium, if any, and the interest on the new series of bonds. Payments for
operating costs aggregated $7,949,000 in 1993, $6,819,000 in 1992 and
$6,885,000 in 1991. The Company has the right to use 32 1/2% of the throughput
and storage capacity of the Facilities subject to user rights of third parties
which pay the Company a fee. The Company pays throughput and storage charges
based on actual usage at per ton rates determined by DTA.
12. LEASES
The Company and its subsidiaries lease aircraft, facilities, vehicles,
computers and coal mining and other equipment under long-term operating leases
with varying terms, and most of the leases contain renewal and/or purchase
options. As of December 31, 1993, aggregate future minimum lease payments
under noncancellable operating leases were as follows:
Equipment
Aircraft Facilities and Other Total
-------- ---------- --------- -------
(In thousands)
1994 ........................ $ 27,488 28,318 29,626 85,432
1995 ........................ 27,537 22,861 25,557 75,955
1996 ........................ 20,166 18,789 18,456 57,411
1997 ........................ 20,983 16,511 12,543 50,037
1998 ........................ 4,815 14,506 9,039 28,360
1999 ........................ - 11,599 2,744 14,343
2000 ........................ - 10,208 1,193 11,401
2001 ........................ - 8,860 882 9,742
2002 ........................ - 7,330 698 8,028
2003 ........................ - 6,909 648 7,557
Later Years ................. - 46,843 4,112 50,955
-------- ------- ------- -------
$100,989 192,734 105,498 399,221
======== ======= ======= =======
90
The above amounts are net of aggregate future minimum noncancellable sublease
rentals of $6,451,000.
Included in future minimum lease payments are rentals for aircraft and the
Toledo, Ohio hub operated as part of a controlled airlift project by a wholly
owned direct subsidiary of the Company. The Toledo, Ohio hub lease commenced
in 1991, for a twenty-two year period. Certain costs of the project are being
amortized over the terms of the respective leases. The unamortized expense as
of December 31, 1993 and 1992 aggregated $1,525,000 and $2,825,000,
respectively.
A wholly-owned subsidiary of the Company entered into two transactions covering
various leases which provide for the replacement of eight B707 aircraft with
seven DC8-71 aircraft and completed an evaluation of other fleet related costs.
One transaction, representing four aircraft, is reflected in the 1993 financial
statements, while the other transaction, covering the remaining three aircraft,
was reflected in the 1992 financial statements. The net effect of these
transactions did not have a material impact on operating profit for either
year.
Rent expense amounted to $91,439,000 in 1993, $84,365,000 in 1992 and
$78,758,000 in 1991 and is net of sublease rentals of $862,000, $1,488,000 and
$2,218,000, respectively.
The Company incurred capital lease obligations of $1,601,000 in 1993,
$2,316,000 in 1992 and $5,530,000 in 1991. As of December 31, 1993, the
Company's obligations under capital leases were not significant.
13. EMPLOYEE BENEFIT PLANS
The Company and its subsidiaries maintain several noncontributory defined
benefit pension plans covering substantially all nonunion employees who meet
certain minimum requirements. Benefits of most of the plans are based on
salary and years of service. The Company's policy is to fund the actuarially
determined amounts necessary to provide assets sufficient to meet the benefits
to be paid to plan participants in accordance with applicable regulations. The
net pension credit for 1993, 1992 and 1991 for all plans is as follows:
Years Ended December 31
----------------------------
1993 1992 1991
-------- ------- -------
(In thousands)
Service cost - benefits earned during year .. $ 9,680 9,185 10,320
Interest cost on projected benefit
obligation ................................ 19,098 17,593 16,592
Loss (return) on assets - actual ............ (46,089) (31,144) (56,513)
Return on assets - deferred gain ............ 16,154 1,935 28,328
Amortization of initial net asset ........... (440) (11,669) (12,432)
-------- ------- -------
Net pension credit .......................... $ (1,597) (14,100) (13,705)
======== ======= =======
The funded status and prepaid pension expense at December 31, 1993 and 1992 are
as follows:
1993 1992
-------- -------
(In thousands)
Actuarial present value of accumulated benefit
obligation:
Vested ....................................... $214,017 169,277
Nonvested .................................... 11,867 6,487
-------- -------
225,884 175,764
Benefits attributable to projected salaries ...... 46,979 38,350
-------- -------
Projected benefit obligation ..................... 272,863 214,114
Plan assets at fair value ........................ 351,021 318,051
-------- -------
Excess of plan assets over projected benefit
obligation ..................................... 78,158 103,937
Unamortized initial net asset .................... (5,505) (6,834)
Unrecognized experience loss ..................... 40,715 13,537
Unrecognized prior service cost .................. 2,149 2,573
-------- -------
Net pension assets ............................... 115,517 113,213
Current pension liability ........................ 1,549 1,032
-------- -------
Deferred pension asset per balance sheet ......... $117,066 114,245
======== =======
91
The assumptions used in determining the net pension credit for the Company's
major pension plan for 1993, 1992 and 1991 were as follows:
Interest cost on projected benefit obligations... 9.0%
Expected long-term rate of return on assets ..... 10.0%
Rate of increase in compensation levels ......... 5.0%
For the valuation of pension obligations and the calculation of the funded
status, the discount rate was 7.5% in 1993 and 9.0% in 1992 and 1991. The
expected long-term rate of return on assets was 10% in all years presented.
The rate of increase in compensation levels used was 4% in 1993 and 5% in 1992
and 1991.
The unrecognized initial net asset at January 1, 1986 (January 1, 1989 for
certain foreign pension plans), the date of adoption of Statement of Financial
Accounting Standards No. 87, has been amortized over the estimated remaining
average service life of the employees. As of December 31, 1993, approximately
71% of plan assets were invested in equity securities and 29% in fixed income
securities.
Under the 1990 collective bargaining agreement with the United Mine Workers of
America ("UMWA"), the Company has made payments, based on hours worked, into an
escrow account established for the benefit of union employees (Note 18). The
Company's coal operations recognized pension expense of $1,799,000 in 1993,
$2,457,000 in 1992 and $2,273,000 in 1991 under the terms of the agreement.
The total amount accrued at December 31, 1993 and 1992 under these escrow
agreements was $21,064,000 and $20,184,000, respectively, and is included in
miscellaneous accrued liabilities.
The Company and its subsidiaries also provide certain postretirement health
care and life insurance benefits for eligible active and retired employees in
the United States and Canada. Effective January 1, 1991, the Company adopted
SFAS 106, which requires the accrual method of accounting for postretirement
health care and life insurance benefits based on actuarially determined costs
to be recognized over the period from the date of hire to the full eligibility
date of employees who are expected to qualify for such benefits. As of January
1, 1991, the Company recognized the full amount of its estimated accumulated
postretirement benefit obligation on that date, which represents the present
value of the estimated future benefits payable to current retirees and a pro
rata portion of estimated benefits payable to active employees after
retirement. The pretax charge to 1991 earnings was $201,810,000, with a net
earnings effect of $133,078,000, of which $3,354,000 or $.09 per share was
attributed to the Services Group and $129,724,000 or $17.40 per share was
attributed to the Minerals Group. The latter amounts have been reflected in
the statement of operations as the cumulative effect of an accounting change.
For the years 1993, 1992 and 1991, the components of periodic expense for these
postretirement benefits were as follows:
Years Ended December 31
---------------------------
1993 1992 1991
------- ------ ------
(In thousands)
Service cost-benefits earned
during year .............................. $ 2,695 2,379 2,530
Interest cost on accumulated
postretirement benefit obligation ........ 21,878 19,570 18,160
------- ------ ------
Total expense .............................. $24,573 21,949 20,690
======= ====== ======
Interest costs on the accumulated postretirement benefit obligation were based
upon a rate of 9% for all years presented.
92
At December 31, 1993 and 1992, the actuarial and recorded liabilities for these
postretirement benefits, none of which have been funded, were as follows:
1993 1992
-------- -------
(In thousands)
Accumulated postretirement benefit obligation:
Retirees ........................................ $202,473 168,028
Fully eligible active plan participants ......... 45,913 33,129
Other active plan participants .................. 42,957 29,421
-------- -------
291,343 230,578
Unrecognized experience loss ...................... (63,495) (12,366)
-------- -------
Liability included on the balance sheet ........... 227,848 218,212
Less current portion .............................. 15,630 15,676
-------- -------
Noncurrent liability for postretirement
health care and life insurance benefits ......... $212,218 202,536
======== =======
The accumulated postretirement benefit obligation was determined using the unit
credit method and an assumed discount rate of 7.5% in 1993 and 9.0% in 1992.
The assumed health care cost trend rate used in 1993 was 10% for pre-65
retirees, grading down to 5% in the year 2000. For post-65 retirees, the
assumed trend rate in 1993 was 8%, grading down to 5% in the year 2000. The
assumed medicare cost trend rate used in 1993 was 7%, grading down to 5% in the
year 2000.
A one percent increase each year in the health care cost trend rate used would
have resulted in a $3,309,000 increase in the aggregate service and interest
components of expense for the year 1993, and a $35,528,000 increase in the
accumulated postretirement benefit obligation at December 31, 1993.
The Company also sponsors a Savings-Investment Plan to assist eligible
employees in providing for retirement or other future financial needs.
Employee contributions are matched at rates of 50% to 100% up to 5% of
compensation (subject to certain limitations imposed by the Internal Revenue
Code of 1986, as amended). Contribution expense under the plan aggregated
$5,381,000 in 1993, $5,391,000 in 1992 and $4,742,000 in 1991. In 1992, 71,000
shares were issued to the plan valued at $902,000 to fund a portion of the
matching contribution.
The Company sponsors several other defined contribution benefit plans based on
hours worked, tons produced or other measurable factors. Contributions under
all of these plans aggregated $918,000 in 1993 and 1992 and $917,000 in 1991.
In October 1992, the Coal Industry Retiree Health Benefit Act of 1992 (the
"Health Benefit Act") was enacted as part of the Energy Policy Act of 1992.
The Health Benefit Act established new rules for the payment of future health
care benefits for thousands of retired union mine workers and their dependents.
Part of the burden for these payments has been shifted by the Health Benefit
Act from certain coal producers, which had a contractual obligation to fund
such payments, to producers such as the Company which have collective
bargaining agreements with the UMWA that do not require such payments and to
numerous other companies which are no longer in the coal business. The Health
Benefit Act established a trust fund to which "signatory operators" and
"related persons," including the Company and certain of its coal subsidiaries
(the "Pittston Companies") would be obligated to pay annual premiums for
assigned beneficiaries, together with a pro rata share for certain
beneficiaries who never worked for such employers ("unassigned beneficiaries"),
in amounts to be determined by the Secretary of Health and Human Services on
the basis set forth in the Health Benefit Act.
In October 1993, the Pittston Companies received notices from the Social
Security Administration (the "SSA") with regard to their assigned beneficiaries
for which they are responsible under the Health Benefit Act; the Pittston
Companies also received a calculation of their liability for the first two
years. For 1993 and 1994, this liability (on a pretax basis) is approximately
$9,100,000 and $11,000,000, respectively. The Company believes that the annual
liability under the Health Benefit Act for the Pittston Companies' assigned
beneficiaries will continue in the $10,000,000 to $11,000,000 range for the
next ten years and should begin to decline thereafter as the number of such
assigned beneficiaries decreases.
93
Based on the number of beneficiaries actually assigned by the SSA, the Company
estimates the aggregate pretax liability relating to the Pittston Companies'
assigned beneficiaries at approximately $265-$275 million, which when
discounted at 8% provides a present value estimate of approximately $100-$110
million.
The ultimate obligation that will be incurred by the Company could be
significantly affected by, among other things, increased medical costs,
decreased number of beneficiaries, governmental funding arrangements and such
federal health benefit legislation of general application as may be enacted.
In addition, the Health Benefit Act requires the Pittston Companies to fund,
pro rata according to the total number of assigned beneficiaries, a portion of
the health benefits for unassigned beneficiaries. At this time, the funding
for such health benefits is being provided from another source and for this and
other reasons the Pittston Companies' ultimate obligation for the unassigned
beneficiaries cannot be determined. The Company accounts for its obligations
under the Health Benefit Act as a participant in a multi-employer plan and
recognizes the annual cost on a pay-as-you-go basis.
The Company is required to implement a new accounting standard for
postemployment benefits, Statement of Financial Accounting Standards No. 112,
"Employers' Accounting for Postemployment Benefits" ("SFAS 112") in 1994. This
standard requires employers who provide benefits to former employees after
employment but before retirement to accrue such costs as the benefits
accumulate or vest. The Company has determined that the cumulative effect of
adopting SFAS 112 is immaterial.
14. RESTRUCTURING AND OTHER CHARGES
Operating results include restructuring and other charges of $78,633,000 in
1993 and $115,214,000 in 1991 which have been recognized in the statements of
operations.
The 1993 charges relate to mine closing costs including employee benefit costs
and certain other noncash charges, together with the estimated liabilities in
connection with previously reported litigation (the so-called "Evergreen Case")
brought against the Company and a number of its coal subsidiaries by the
trustees of certain pension and benefit trust funds established under
collective bargaining agreements with the UMWA (Note 18). These charges
impacted Coal and Mineral Ventures operating profit in the amount of
$70,713,000 and $7,920,000, respectively.
The charge in the Coal segment in 1993 consists of closing costs for mines
which were closed at the end of 1993 and for scheduled closures of mines in
early 1994, including employee severance and other benefit costs and estimated
liabilities regarding the Evergreen Case. The charge in the Mineral Ventures
segment in 1993 related to the write-down of the company's investment in the
Uley graphite mine in Australia. Although reserve drilling of the Uley
property indicates substantial graphite deposits, processing difficulties,
depressed graphite prices which have remained significantly below the level
prevailing at the start of the project and an analysis of various technical and
marketing conditions affecting the project resulted in the determination that
the assets have been impaired and that loss recognition was appropriate.
Of the total amount of 1993 charges, $10,846,000 was for noncash write-downs of
assets and the remainder represents liabilities, of which $7,015,000 are
expected to be paid in 1994. The Company intends to fund any cash requirements
during 1994 and thereafter with anticipated cash flows from operating
activities with shortfalls, if any, financed through borrowings under revolving
credit agreements or short-term borrowing arrangements.
The 1991 charge impacted Coal segment operations and primarily related to costs
associated with coal mine shutdowns. Of the total charge, $14,415,000 was for
noncash asset write-downs.
94
15. OTHER INCOME AND EXPENSE
Other operating income includes the Company's share of net income of
unconsolidated affiliated companies which are carried on the equity method.
The following table presents summarized financial information of the companies
accounted for by the equity method. Amounts presented include the accounts of
the following equity affiliates:
Ownership
At December 31, 1993
--------------------
Servicio Pan Americano De Proteccion, S.A. (Mexico) .. 20.0%
Brink's Panama, S.A. ................................. 49.0%
Brink's De Colombia S.A. ............................. 45.0%
Brink's S.A. (France) ................................ 38.0%
Brink's Schenker, GmbH (Germany) ..................... 50.0%
Brink's Securmark S.p.A. (Italy)...................... 24.5%
Security Services (Brink's Jordan), W.L.L. ........... 45.0%
Brink's-Allied Limited (Ireland) ..................... 50.0%
Brink's Ayra India Private Limited ................... 40.0%
Brink's Pakistan (Pvt.) Limited ...................... 49.0%
Brink's (Thailand) Ltd. .............................. 40.0%
Brink's Taiwan Limited ............................... 50.0%
Burlington International Forwarding Ltd. (Taiwan) .... 33.3%
Mining Project Investors Limited (Australia) ......... 34.2%
The following table presents summarized financial information of these
companies.
1993 1992 1991
-------- ------- -------
(In thousands)
Revenues ........................... $727,697 696,840 519,480
Gross profit ....................... 147,778 127,987 110,453
Net income ......................... 26,530 31,396 33,504
The Company's share of net income .. $ 7,503 7,996 7,732
======== ======= =======
Current assets ..................... $196,480 140,515
Noncurrent assets .................. 230,939 201,522
Current liabilities ................ 155,572 115,271
Noncurrent liabilities ............. 108,286 71,570
Net equity ......................... $163,561 155,196
Other operating income also includes gains aggregating $5,846,000 in 1991 from
the disposal of certain excess coal reserves, which increased the Minerals
Group's net income by $.51 per share. In addition, other operating income
primarily includes royalty income generated from coal and natural gas
properties owned by the Company.
Other income (expense), net includes gains aggregating $2,341,000 in 1992 and
$11,102,000 in 1991 from the sales of investments in leveraged leases, which
increased the Minerals Group's net income by $.37 per share in 1992 and $1.11
per share in 1991.
16. ACCOUNTING CHANGES
As of January 1, 1992, BHS elected to capitalize categories of costs not
previously capitalized for home security installations to more accurately
reflect subscriber installation costs. The effect of this change in accounting
principle was to increase net income in 1993 by $2,435,000 and in 1992 by
$2,596,000 (Note 4).
95
During 1991, the Company adopted two changes in accounting principles in
connection with the issuance of two accounting standards by the Financial
Accounting Standards Board. The effect of these changes on the statement of
operations as of January 1, 1991, the date of adoption, has been recognized as
the cumulative effect of accounting changes as follows:
(In thousands)
Accrual method of recognizing postretirement
benefits other than pensions, net of income
taxes (Note 13) ..................................... $(133,078)
Asset/liability method of recognizing income
taxes (Note 6) ...................................... 10,061
---------
Net expense ........................................... $(123,017)
=========
17. SEGMENT INFORMATION
Net sales and operating revenues by geographic area are as follows:
Years Ended December 31
------------------------------------
1993 1992 1991
---------- --------- ---------
(In thousands)
United States:
Domestic customers .................. $1,197,629 1,058,677 932,894
Export customers in Europe .......... 246,505 249,778 223,462
Export customers in Japan ........... 98,808 109,095 110,996
Other export customers .............. 226,627 226,485 239,051
---------- --------- ---------
1,769,569 1,644,035 1,506,403
Europe ................................ 209,257 216,674 185,803
Other foreign ......................... 321,892 255,781 235,427
Eliminations .......................... (44,597) (43,449) (43,225)
---------- --------- ---------
$2,256,121 2,073,041 1,884,408
========== ========= =========
Segment operating profit (loss) by geographic area is as follows:
Years Ended December 31
-----------------------------------------------
1993 1992 1991
---------- --------- ---------
(In thousands)
United States ......................... $ 11,601 68,000 (53,003)
Europe ................................ 16,096 16,180 15,118
Other foreign ......................... 15,134 11,292 8,922
---------- --------- ---------
$ 42,831 95,472 (28,963)
========== ========= =========
Identifiable assets by geographic area are as follows:
As of December 31
------------------------------------
1993 1992 1991
---------- --------- ---------
(In thousands)
United States ......................... $ 959,999 932,509 874,656
Europe ................................ 140,375 147,652 153,750
Other foreign ......................... 189,199 184,318 145,703
---------- --------- ---------
$1,289,573 1,264,479 1,174,109
========== ========= =========
Segment operating profit (loss) includes restructuring and other charges
aggregating $78,633,000 in 1993, of which $70,713,000 is included in United
States and $7,920,000 is included in other foreign, and $115,214,000 in 1991,
all of which is included in United States (Note 14).
96
Industry segment information is as follows:
Years Ended December 31
--------------------------------
1993 1992 1991
---------- --------- ---------
(In thousands)
REVENUES:
Burlington ........................................... $ 998,079 900,347 830,955
Brink's .............................................. 481,904 444,018 415,278
BHS .................................................. 89,049 70,805 56,075
Coal ................................................. 672,244 657,871 582,100
Mineral Ventures ..................................... 14,845 - -
---------- --------- ---------
Consolidated revenues .............................. $2,256,121 2,073,041 1,884,408
========== ========= =========
OPERATING PROFIT (LOSS):
Burlington ........................................... $ 37,971 15,118 19,769
*Brink's .............................................. 35,008 30,354 29,993
**BHS .................................................. 26,400 16,451 8,860
***Coal ................................................. (48,246) 36,905 (84,124)
***Mineral Ventures ..................................... (8,302) (3,356) (3,461)
---------- --------- ---------
Segment operating profit (loss) ...................... 42,831 95,472 (28,963)
General Corporate expense ............................ (16,732) (17,110) (16,107)
Pension credit ....................................... - 11,130 11,130
---------- --------- ---------
Consolidated operating profit (loss) ............... $ 26,099 89,492 (33,940)
========== ========= =========
* Includes equity in net income of unconsolidated foreign affiliates of
$6,895,000 in 1993, $8,133,000 in 1992 and $7,629,000 in 1991.
** As of January 1, 1992, BHS elected to capitalize categories of costs not
previously capitalized for home security installations to more accurately
reflect subscriber installation costs. The effect of this change in
accounting principle was to increase operating profit in 1993 by
$4,051,000 and in 1992 by $4,321,000 (Note 4).
*** Operating profit (loss) of the Coal segment includes restructuring and
other charges of $70,713,000 in 1993 and $115,214,000 in 1991 (Note 14).
Operating loss of the Mineral Ventures segment includes restructuring and
other charges of $7,920,000 in 1993 (Note 14).
CAPITAL EXPENDITURES:
Burlington ........................................... $ 21,544 14,412 7,717
Brink's .............................................. 22,209 22,461 20,986
BHS .................................................. 26,409 22,855 14,988
Coal ................................................. 15,499 48,945 32,751
Mineral Ventures ..................................... 2,690 6,526 475
General Corporate .................................... 110 206 1,659
---------- --------- ---------
Consolidated capital expenditures .................. $ 88,461 115,405 78,576
========== ========= =========
DEPRECIATION, DEPLETION AND AMORTIZATION:
Burlington ........................................... $ 15,250 14,379 16,136
Brink's .............................................. 20,150 20,531 20,308
BHS .................................................. 14,357 12,215 9,293
Coal ................................................. 25,679 22,961 16,180
Mineral Ventures ..................................... 1,779 3 8
General Corporate .................................... 350 335 294
---------- --------- ---------
Consolidated depreciation, depletion and
amortization ..................................... $ 77,565 70,424 62,219
========== ========= =========
ASSETS AT DECEMBER 31:
Burlington ........................................... $ 418,694 407,335 396,852
Brink's .............................................. 271,462 251,941 240,917
BHS .................................................. 83,253 71,790 57,268
Coal ................................................. 499,494 513,826 475,924
Mineral Ventures ..................................... 16,670 19,587 3,148
---------- --------- ---------
Identifiable assets ................................ 1,289,573 1,264,479 1,174,109
General Corporate (primarily cash, investments,
advances and deferred pension assets) .............. 71,928 57,809 65,976
---------- --------- ---------
Consolidated assets ................................ $1,361,501 1,322,288 1,240,085
========== ========= =========
97
18. LITIGATION
In 1988, the trustees of certain pension and benefit trust funds established
under collective bargaining agreements with the UMWA brought an action (the
so-called "Evergreen Case") against the Company and a number of its coal
subsidiaries in the United States District Court for the District of Columbia,
claiming that the defendants are obligated to contribute to such trust funds in
accordance with the provisions of the 1988 National Bituminous Coal Wage
Agreement, to which neither the Company nor any of its subsidiaries is a
signatory. In January 1992, the Court issued an order granting summary
judgment in favor of the trustees on the issue of liability, which was
thereafter affirmed by the Court of Appeals. In June 1993 the United States
Supreme Court denied a petition for a writ of certiorari. The case has been
remanded to District Court, and damage and other issues remain to be decided.
In September 1993, the Company filed a motion seeking relief from the District
Court's grant of summary judgment based on, among other things, the Company's
allegation that plaintiffs improperly withheld evidence that directly refutes
plaintiffs' representations to the District Court and the Court of Appeals in
this case. In December 1993, that motion was denied.
In furtherance of its ongoing effort to identify other available legal options
for seeking relief from what it believes to be an erroneous finding of
liability in the Evergreen Case, the Company has filed suit against the
Bituminous Coal Operators Association and others to hold them responsible for
any damages sustained by the Company as a result of the Evergreen Case.
Although the Company is continuing that effort, the Company, following the
District Court's ruling in December 1993, recognized the potential liability
that may result from an adverse judgment in the Evergreen Case (Note 14). In
any event, any final judgment in the Evergreen Case will be subject to appeal.
As a result of the Health Benefit Act (Note 13), there is no continuing
liability in this case in respect of health benefit funding after February 1,
1993.
In April 1990, the Company entered into a settlement agreement to resolve
certain environmental claims against the Company arising from hydrocarbon
contamination at a petroleum terminal facility ("Tankport") in Jersey City, New
Jersey, which operations were sold in 1983. Under the settlement agreement,
the Company is obligated to pay 80% of the remediation costs. Based on data
available to the Company and its environmental consultants, the Company
estimates its portion of the cleanup costs on an undiscounted basis using
existing technologies to be between $4.5 million and $13.5 million over a
period of three to five years. Management is unable to determine that any
amount within that range is a better estimate due to a variety of
uncertainties, which include the extent of the contamination at the site, the
permitted technologies for remediation and the regulatory standards by which
the cleanup will be measured by the New Jersey Department of Environmental
Protection and Energy.
The Company commenced insurance coverage litigation in 1990, in the United
States District Court for the District of New Jersey, seeking a declaratory
judgment that all amounts payable by the Company pursuant to the Tankport
obligation were reimbursable under comprehensive general liability and
pollution liability policies maintained by the Company. Although the
underwriters have disputed this claim, management and its legal counsel believe
that recovery is probable of realization in the full amount of the claim. This
conclusion is based upon, among other things, the nature of the pollution
policies which were broadly designed to cover such contingent liabilities, the
favorable state of the law in the State of New Jersey (whose laws have been
found to control the interpretation of the policies), and numerous other
factual considerations which support the Company's analysis of the insurance
contracts and rebut many of the underwriters' defenses.
Accordingly, since management and its legal counsel believe that recovery is
probable of realization in the full amount of the claim, there is no net
liability in regard to the Tankport obligation.
98
19. COMMITMENTS
At December 31, 1993, the Company had contractual commitments to purchase coal
which is primarily used to blend with Company mined coal. Based on the
contract provisions these commitments are currently estimated to aggregate
approximately $195,790,000 and expire from 1994 through 1998 as follows:
(In thousands)
1994 ................................ $ 75,979
1995 ................................ 45,099
1996 ................................ 31,812
1997 ................................ 21,450
1998 ................................ 21,450
--------
$195,790
========
The 1994 amount includes a commitment of $23,250,000, relating to a purchase
contract with Addington Resources, Inc. ("Addington"). This contract was part
of the coal mining operations of Addington acquired in 1994 (Note 20). A new
commitment totalling $127,920,000 over approximately four years was entered
into with the operations of Addington which were not part of the acquisition.
Purchases under the contracts were $81,069,000 in 1993, $74,331,000 in 1992 and
$58,155,000 in 1991.
20. SUBSEQUENT EVENT
In January 1994, a wholly owned indirect subsidiary of the Company completed
the acquisition of substantially all of the coal mining operations and coal
sales contracts of Addington for $157 million, subject to certain purchase
price adjustments. The acquisition will be accounted for as a purchase;
accordingly, the purchase price has been allocated to the underlying assets and
liabilities based on their respective estimated fair values at the date of
acquisition. Such allocation has been based on preliminary estimates which may
be revised at a later date. The excess of the purchase price over the fair
value of the assets acquired and liabilities assumed was approximately $77
million.
The acquisition was financed by the issuance of $80.5 million of a new series
of the Company's preferred stock convertible into Minerals Stock (Note 9), and
additional debt under existing credit facilities. This financing has been
attributed to the Minerals Group. In March 1994, the additional debt incurred
for this acquisition was refinanced with a five-year term loan under the New
Facility (Note 7).
The following table presents, on a pro forma basis, a condensed consolidated
balance sheet of the Company at December 31, 1993, giving effect to the
acquisition as if it had occurred on that date.
Pro Forma
December 31,
1993
------------
(Unaudited) (In thousands)
Current assets ....................... $ 473,903
Net property, plant and equipment .... 456,470
Intangibles .......................... 291,964
Other assets ......................... 396,781
----------
$1,619,118
==========
Current liabilities .................. $ 477,891
Long-term debt ....................... 138,025
Other long-term liabilities .......... 571,979
Shareholders' equity ................. 431,223
----------
$1,619,118
==========
99
The acquisition will be included in the Company's consolidated statements of
operations beginning in 1994. The following pro forma results, however, assume
that the acquisition and related financing had occurred at the beginning of
1993. The unaudited pro forma data below are not necessarily indicative of
results that would have occurred if the transaction were in effect for the year
ended December 31, 1993, nor are they indicative of the future results of
operations of the Company.
Pro Forma
Year Ended
December 31
1993
-----------
(In thousands,
(Unaudited) except per share data)
Net sales and operating revenues ..... $2,527,720
==========
Net income ........................... $ 29,769
==========
Pittston Services Group:
Net income available for common
shares ........................... $ 47,126
==========
Net income per common share ........ $ 1.28
==========
Average common shares outstanding .. 36,907
==========
Pittston Minerals Group:
Net loss attributable to common
shares ........................... $ (22,388)
==========
Net loss per common share .......... $ (3.03)
==========
Average common shares outstanding .. 7,381
==========
21. SELECTED QUARTERLY FINANCIAL DATA (UNAUDITED)
Tabulated below are certain data for each quarter of 1993 and 1992.
1st 2nd 3rd 4th
-------- ------- ------- -------
(In thousands, except per share amounts)
1993 QUARTERS:
Net sales and operating revenues .. $ 531,748 554,659 569,438 600,276
Gross profit ...................... 64,543 74,831 83,266 89,692
Net income (loss) ................. $ 8,156 14,140 21,245 (29,395)
Per Pittston Services Group Common
Share:
Net income ........................ $ .15 .30 .41 .41
Per Pittston Minerals Group Common
Share:
Net income (loss) ................. $ .38 .43 .80 (5.98)
1992 QUARTERS:
Net sales and operating revenues .. $ 489,152 506,394 533,567 543,928
Gross profit ...................... 59,078 73,438 72,984 75,993
Net income ........................ $ 7,283 11,555 14,686 15,563
Per Pittston Services Group Common
Share:
Net income ........................ $ .08 .13 .24 .29
Per Pittston Minerals Group Common
Share:
Net income ........................ $ .59 .89 .79 .67
100
Net loss in the fourth quarter of 1993 includes restructuring and other charges
of $78,633,000 (Note 14).
Net income in the fourth quarter of 1992 includes gains of $2,341,000 from the
sale of leveraged leases (Note 15).
101
PITTSTON SERVICES GROUP
102
STATEMENT OF MANAGEMENT RESPONSIBILITY
The management of The Pittston Company (the "Company") is responsible for
preparing the accompanying financial statements and for their integrity and
objectivity. The statements were prepared in accordance with generally
accepted accounting principles. Management has also prepared the other
information in the annual report and is responsible for its accuracy.
In meeting our responsibility for the integrity of the financial statements, we
maintain a system of internal controls designed to provide reasonable assurance
that assets are safeguarded, that transactions are executed in accordance with
management's authorization and that the accounting records provide a reliable
basis for the preparation of the financial statements. Qualified personnel
throughout the organization maintain and monitor these internal controls on an
ongoing basis. In addition, the Company maintains an internal audit department
that systematically reviews and reports on the adequacy and effectiveness of
the controls, with management follow-up as appropriate.
Management has also established a formal Business Code of Ethics which is
distributed throughout the Company. We acknowledge our responsibility to
establish and preserve an environment in which all employees properly
understand the fundamental importance of high ethical standards in the conduct
of our business.
The accompanying financial statements have been audited by KPMG Peat Marwick,
independent auditors. During the audit they review and make appropriate tests
of accounting records and internal controls to the extent they consider
necessary to express an opinion on the Services Group's financial statements.
The Company's Board of Directors pursues its oversight role with respect to the
Services Group's financial statements through the Audit and Ethics Committee,
which is composed solely of outside directors. The Committee meets
periodically with the independent auditors, internal auditors and management to
review the Company's control system and to ensure compliance with applicable
laws and the Company's Business Code of Ethics.
We believe that the policies and procedures described above are appropriate and
effective and do enable us to meet our responsibility for the integrity of the
Services Group's financial statements.
103
INDEPENDENT AUDITORS' REPORT
THE BOARD OF DIRECTORS AND SHAREHOLDERS
THE PITTSTON COMPANY
We have audited the accompanying balance sheets of Pittston Services Group (as
described in Note 1) as of December 31, 1993 and 1992 and the related
statements of operations and cash flows for each of the years in the three-year
period ended December 31, 1993. These financial statements are the
responsibility of The Pittston Company's management. Our responsibility is to
express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.
In our opinion, the financial statements of Pittston Services Group present
fairly, in all material respects, the financial position of Pittston Services
Group as of December 31, 1993 and 1992, and the results of its operations and
its cash flows for each of the years in the three-year period ended December
31, 1993, in conformity with generally accepted accounting principles.
As more fully discussed in Note 1, the financial statements of Pittston
Services Group should be read in connection with the audited consolidated
financial statements of The Pittston Company and subsidiaries.
As discussed in Notes 4 and 14 to the financial statements, Pittston Services
Group changed its method of accounting for capitalizing subscriber installation
costs in 1992. As discussed in Notes 7, 12 and 14 to the financial statements,
Pittston Services Group changed its methods of accounting for income taxes and
accounting for postretirement benefits other than pensions in 1991.
/s/ KPMG Peat Marwick
KPMG Peat Marwick
Stamford, Connecticut
January 24, 1994
104
PITTSTON SERVICES GROUP
BALANCE SHEETS
December 31, 1993 and 1992
1993 1992
--------- --------
(In thousands)
ASSETS
Current assets:
Cash and cash equivalents ......................... $ 30,271 28,350
Short-term investments ............................ 1,881 2,012
Accounts receivable:
Trade ........................................... 215,093 197,164
Other ........................................... 10,217 11,590
--------- --------
225,310 208,754
Less estimated amount uncollectible ............. 13,745 14,133
--------- --------
211,565 194,621
Inventories ....................................... 3,235 2,684
Prepaid expenses .................................. 19,258 13,135
Deferred income taxes (Note 7) .................... 22,919 20,000
--------- --------
Total current assets ............................ 289,129 260,802
Property, plant and equipment, at cost (Note 4):
Land .............................................. 3,798 3,841
Buildings ......................................... 30,314 26,783
Machinery and equipment ........................... 361,050 330,996
--------- --------
395,162 361,620
Less accumulated depreciation
and amortization ................................ 207,086 191,884
--------- --------
188,076 169,736
Intangibles, net of amortization
(Note 5) .......................................... 213,634 221,177
Deferred pension assets (Note 12) ................... 42,425 42,272
Deferred income taxes (Note 7) ...................... 839 1,600
Other assets ........................................ 72,838 71,433
--------- --------
Total assets ........................................ $ 806,941 767,020
========= ========
LIABILITIES AND SHAREHOLDER'S EQUITY
Current liabilities:
Short-term borrowings ............................. $ 9,546 7,084
Current maturities of long-term debt (Note 8)...... 7,878 6,443
Accounts payable .................................. 131,893 134,243
Payable - Pittston Minerals Group (Note 2) ........ 19,098 2,161
Accrued liabilities:
Taxes ........................................... 26,335 20,972
Workers' compensation and other claims .......... 18,192 16,798
Miscellaneous ................................... 68,766 63,057
-------- --------
113,293 100,827
-------- --------
Total current liabilities ....................... 281,708 250,758
Long-term debt, less current maturities (Note 8) .... 58,109 91,208
Postretirement benefits other than pensions
(Note 12) .......................................... 4,802 4,642
Workers' compensation and other claims .............. 9,043 8,299
Deferred income taxes (Note 7) ...................... 33,727 47,117
Payable - Pittston Minerals Group (Note 2) .......... 14,709 2,918
Other liabilities ................................... 26,474 32,920
Commitments and contingent liabilities
(Notes 8, 11, and 16)
Shareholder's equity (Note 3) ....................... 378,369 329,158
-------- --------
Total liabilities and shareholder's equity .......... $806,941 767,020
======== ========
See accompanying notes to financial statements.
105
PITTSTON SERVICES GROUP
STATEMENTS OF OPERATIONS
Years Ended December 31, 1993, 1992 and 1991
(In thousands, except per share amounts)
1993 1992 1991
---------- --------- ---------
Operating revenues .............................. $1,569,032 1,415,170 1,302,308
---------- --------- ---------
Costs and expenses:
Operating expenses ............................ 1,299,541 1,187,229 1,091,121
Selling, general and administrative expenses .. 189,336 184,915 171,413
Pension credit (Note 12) ...................... - (4,047) (4,048)
---------- --------- ---------
Total costs and expenses .................... 1,488,877 1,368,097 1,258,486
---------- --------- ---------
Other operating income (Note 13) ................ 9,710 10,341 10,837
---------- --------- ---------
Operating profit ................................ 89,865 57,414 54,659
Interest income ................................. 2,205 2,278 2,459
Interest expense (Note 2) ....................... (8,837) (7,588) (13,957)
Other income (expense), net ..................... (4,067) (5,956) (1,352)
---------- --------- ---------
Income before income taxes and cumulative effect
of accounting changes ......................... 79,166 46,148 41,809
Provision for income taxes (Note 7) ............. 32,040 18,871 20,968
---------- --------- ---------
Income before cumulative effect of accounting
changes changes ............................... 47,126 27,277 20,841
Cumulative effect of accounting changes
(Notes 7, 12 and 14) .......................... - - 311
---------- --------- ---------
Net income ...................................... $ 47,126 27,277 21,152
========== ========= =========
Per Pittston Services Group Common Share
(Note 1):
Income before cumulative effect of accounting
changes ..................................... $ 1.28 .74 .56
Cumulative effect of accounting changes ....... - - .01
---------- --------- ---------
Net income .................................... $ 1.28 .74 .57
========== ========= =========
Average Pittston Services Group Common Shares
outstanding (Note 1) .......................... 36,907 37,081 37,284
See accompanying notes to financial statements.
106
PITTSTON SERVICES GROUP
STATEMENTS OF CASH FLOWS
Years Ended December 31, 1993, 1992 and 1991
(In thousands)
1993 1992 1991
--------- --------- --------
Cash flows from operating activities:
Net income ............................................ $ 47,126 27,277 21,152
Adjustments to reconcile net income to net cash
provided by operating activities:
Cumulative effect of accounting changes ............ - - (311)
Noncash charges and other write-offs ............... 11 1,276 135
Depreciation and amortization ...................... 49,974 47,329 45,900
Provision (credit) for deferred income taxes ....... (4,335) (4,852) 6,281
Provision (credit) for pensions, noncurrent ........ 50 (5,582) (6,060)
Provision for uncollectible accounts receivable .... 6,352 3,897 3,771
Equity in earnings of unconsolidated affiliates,
net of dividends received ........................ (3,711) (4,989) (6,186)
Loss (gain) on sale of property, plant
and equipment .................................... (408) (69) 154
Other operating, net ............................... 3,041 3,420 538
Change in operating assets and liabilities, net of
effects of acquisitions and dispositions:
Decrease (increase) in accounts receivable ..... (18,261) (23,030) 9,310
Decrease (increase) in inventories ............. (551) 1,089 (353)
Decrease (increase) in prepaid expenses ........ (3,403) 148 3,562
Increase in accounts payable and accrued
liabilities .................................. 20,062 33,518 11,344
Decrease (increase) in other assets ............ (3,865) 2,306 (3,912)
Increase (decrease) in workers' compensation
and other claims, noncurrent ................. 744 (61) 1,554
Increase (decrease) in other liabilities ....... (1,567) (1,148) 2,894
Other, net ..................................... 108 (1,107) (1,824)
--------- --------- --------
Net cash provided by operating activities .... 91,367 79,422 87,949
--------- --------- --------
Cash flows from investing activities:
Additions to property, plant and equipment ............ (76,030) (50,297) (42,586)
Proceeds from disposal of property, plant and
equipment ........................................... 1,951 3,631 5,359
Acquisitions, net of cash acquired, and related
contingency payments ................................ (736) (1,740) (1,179)
Other, net ............................................ (1,477) (2,131) 4,354
--------- --------- --------
Net cash used by investing activities ........ (76,292) (50,537) (34,052)
--------- --------- --------
Cash flows from financing activities:
Additions to debt ..................................... 4,136 30,916 3,931
Reductions of debt .................................... (34,385) (9,608) (32,767)
Additions to borrowings - Minerals Group .............. 13,266 - -
Repurchase of common stock ............................ (920) (10,856) (1,288)
Proceeds from exercise of stock options ............... 12,124 1,226 1,288
Proceeds from sale of stock to SIP .................... 220 - -
Proceeds from sale of stock to Minerals Group ......... 128 - -
Dividends paid ........................................ (7,055) (5,614) (4,519)
Cost of Services Stock Proposal ....................... (1,564) - -
Net cash from (to) the Company ........................ 896 (39,369) (11,040)
--------- --------- --------
Net cash used by financing activities ........ (13,154) (33,305) (44,395)
--------- --------- --------
Net increase (decrease) in cash and cash equivalents .... 1,921 (4,420) 9,502
Cash and cash equivalents at beginning of year .......... 28,350 32,770 23,268
--------- --------- --------
Cash and cash equivalents at end of year ................ $ 30,271 28,350 32,770
========= ========= ========
See accompanying notes to financial statements.
107
PITTSTON SERVICES GROUP
NOTES TO FINANCIAL STATEMENTS
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
BASIS OF PRESENTATION:
The approval on July 26, 1993 (the "Effective Date"), by the shareholders of
The Pittston Company (the "Company") of the Services Stock Proposal, as
described in the Company's proxy statement dated June 24, 1993, resulted in the
reclassification of the Company's common stock. The outstanding shares of
Company common stock were redesignated as Pittston Services Group Common Stock
("Services Stock") on a share-for-share basis and a second class of common
stock, designated as Pittston Minerals Group Common Stock ("Minerals Stock"),
was distributed on the basis of one-fifth of one share of Minerals Stock for
each share of the Company's previous common stock held by shareholders of
record on July 26, 1993. Minerals Stock and Services Stock provide
shareholders with separate securities reflecting the performance of the
Pittston Minerals Group (the "Minerals Group") and the Pittston Services Group
(the "Services Group") respectively, without diminishing the benefits of
remaining a single corporation or precluding future transactions affecting
either Group. Accordingly, all stock and per share data prior to the
reclassification have been restated to reflect the reclassification. The
primary impacts of this restatement are as follows:
o Net income per common share has been included in the Statements of
Operations. For the purpose of computing net income per common share of
Services Stock, the number of shares of Services Stock prior to the
Effective Date are assumed to be the same as the total number of shares
of the Company's common stock.
o All financial impacts of purchases and issuances of the Company's common
stock have been attributed to each Group in relation of their respective
common equity to the Company's common stock. Dividends paid by the
Company were attributed to the Services and Minerals Groups in relation
to the initial dividends paid on the Services Stock and the Minerals
Stock.
The Company, at any time, has the right to exchange each outstanding share of
Minerals Stock for shares of Services Stock having a fair market value equal to
115% of the fair market value of one share of Minerals Stock. In addition,
upon the sale, transfer, assignment or other disposition, whether by merger,
consolidation, sale or contribution of assets or stock or otherwise, of all or
substantially all of the properties and assets of the Minerals Group to any
person, entity or group (with certain exceptions), the Company is required to
exchange each outstanding share of Minerals Stock for shares of Services Stock
having a fair market value equal to 115% of the fair market value of one share
of Minerals Stock. Shares of Services Stock are not subject to either optional
or mandatory exchange.
Holders of Services Stock have one vote per share. Holders of Minerals Stock
have one vote per share subject to adjustment on January 1, 1996, and on each
January 1 every two years thereafter based upon the relative fair market values
of one share of Minerals Stock and one share of Services Stock on each such
date. Accordingly, beginning on January 1, 1996, each share of Minerals Stock
may have more than, less than or continue to have exactly one vote. Holders of
Services Stock and Minerals Stock vote together as a single voting group on all
matters as to which all common shareholders are entitled to vote. In addition,
as prescribed by Virginia law, certain amendments to the Company's Restated
Articles of Incorporation affecting, among other things, the designation,
rights, preferences or limitations of one class of common stock, or any merger
or statutory share exchange, must be approved by the holders of such class of
common stock, voting as a separate voting group, and, in certain circumstances,
may also have to be approved by the holders of the other class of common stock,
voting as a separate voting group.
108
In the event of a dissolution, liquidation or winding up of the Company, the
holders of Services Stock and Minerals Stock will receive the funds remaining
for distribution, if any, to the common shareholders on a per share basis in
proportion to the total number of shares of Services Stock and Minerals Stock,
respectively, then outstanding to the total number of shares of both classes of
common stock then outstanding.
In conjunction with the Services Stock Proposal, a new share repurchase program
was approved whereby the Company could acquire up to 1,250,000 shares of
Services Stock from time to time in the open market or in private transactions,
as conditions warrant. No shares of Services Stock were repurchased in 1993
under the new program. The program to acquire shares remains in effect in
1994.
The financial statements of the Services Group include the balance sheets,
results of operations and cash flows of the Burlington Air Express Inc.
("Burlington"), Brink's, Incorporated ("Brink's") and Brink's Home Security,
Inc. ("BHS") operations of the Company, and a portion of the Company's
corporate assets and liabilities and related transactions which are not
separately identified with operations of a specific segment (Note 2). The
Services Group's financial statements are prepared using the amounts included
in the Company's consolidated financial statements. Corporate allocations
reflected in these financial statements are determined based upon methods which
management believes to be an equitable allocation of such expenses and credits.
The Company provides holders of Services Stock separate financial statements,
financial reviews, descriptions of business and other relevant information for
the Services Group in addition to consolidated financial information of the
Company. Notwithstanding the attribution of assets and liabilities (including
contingent liabilities) between the Minerals Group and the Services Group for
the purpose of preparing their financial statements, this attribution and the
change in the capital structure of the Company as a result of the approval of
the Services Stock Proposal did not result in any transfer of assets and
liabilities of the Company or any of its subsidiaries. Holders of Services
Stock are shareholders of the Company, which continues to be responsible for
all its liabilities. Therefore, financial developments affecting the Minerals
Group or the Services Group that affect the Company's financial condition could
affect the results of operations and financial condition of both Groups.
Accordingly, the Company's consolidated financial statements must be read in
connection with the Services Group's financial statements.
PRINCIPLES OF COMBINATION:
The accompanying financial statements reflect the combined accounts of the
businesses comprising the Services Group and their majority-owned subsidiaries.
The Services Group interests in 20% to 50% owned companies are carried on the
equity method. Undistributed earnings of such companies approximated
$38,857,000 at December 31, 1993. All material intercompany items and
transactions have been eliminated in combination. Certain prior year amounts
have been reclassified to conform to the current year's financial statement
presentation.
CASH AND CASH EQUIVALENTS:
Cash and cash equivalents include cash on hand, demand deposits and investments
with original maturities of three months or less.
SHORT-TERM INVESTMENTS:
Short-term investments are those with original maturities in excess of three
months and are carried at cost which approximates market.
INVENTORIES:
Inventories are stated at cost (determined under the first-in, first-out or
average cost method) or market, whichever is lower.
109
PROPERTY, PLANT AND EQUIPMENT:
Expenditures for maintenance and repairs are charged to expense, and the costs
of renewals and betterments are capitalized. Depreciation is provided
principally on the straight-line method at varying rates depending upon
estimated useful lives.
Subscriber installation costs for home security systems provided by BHS are
capitalized and amortized over the estimated life of the assets and are
included in machinery and equipment. The basic equipment that is installed,
remains the property of BHS and is capitalized at cost. Other capitalized
costs, which arise solely as a direct result of the installation process and
bring the revenue producing asset to its intended use, include costs of setting
up customers on the monitoring network, labor costs and costs incurred for
installation scheduling and testing. When a customer is identified for
disconnection, the remaining net book value of the basic equipment is fully
depreciated.
INTANGIBLES:
The excess of cost over fair value of net assets of companies acquired is
amortized on a straight-line basis over the estimated periods benefitted.
INCOME TAXES:
In 1991, the Services Group adopted Statement of Financial Accounting Standards
No. 109, "Accounting for Income Taxes" ("SFAS 109"), which requires recognition
of deferred tax liabilities and assets for the expected future tax consequences
of events that have been included in the financial statements or tax returns.
Under this method, deferred tax liabilities and assets are determined based on
the difference between the financial statement and tax bases of assets and
liabilities using enacted tax rates in effect for the year in which the
differences are expected to reverse.
See Note 2 for allocation of the Company's U.S. federal income taxes to the
Services Group.
POSTRETIREMENT BENEFITS OTHER THAN PENSIONS:
In 1991, the Services Group adopted Statement of Financial Accounting Standards
No. 106, "Employers' Accounting for Postretirement Benefits Other Than
Pensions" ("SFAS 106"), which requires employers to accrue the cost of such
retirement benefits during the employees' service with the Services Group.
FOREIGN CURRENCY TRANSLATION:
Assets and liabilities of foreign operations have been translated at current
exchange rates, and related revenues and expenses have been translated at
average rates of exchange in effect during the year. Resulting cumulative
translation adjustments have been included as a separate component of
shareholder's equity. Translation adjustments relating to operations in
countries with highly inflationary economies are included in net income, along
with all transaction gains and losses for the period.
A significant portion of the Services Group's financial results is derived from
activities in several foreign countries, each with a local currency other than
the U.S. dollar. Because the financial results of the Services Group are
reported in U.S. dollars, they are affected by the changes in the value of the
various foreign currencies in relation to the U.S. dollar. However, the
Services Group's international activity is not concentrated in any single
currency, which limits the risks of foreign currency rate fluctuations.
FINANCIAL INSTRUMENTS:
The Services Group uses foreign currency forward contracts to hedge risk of
changes in foreign currency rates associated with certain transactions
denominated in various currencies. Gains and losses on these contracts,
designated and effective as hedges, are deferred and recognized as part of the
specific transaction hedged.
110
The Services Group also utilizes swap contracts and call options to protect
against price increases in jet fuel and crude oil. Gains and losses on such
financial instruments, designated and effective as hedges, are recognized as
part of the specific transaction hedged.
The Services Group is required to adopt Statement of Financial Accounting
Standards No. 115, "Accounting for Certain Investments in Debt and Equity
Securities" ("SFAS 115"), in 1994. SFAS 115 requires classification of debt
and equity securities and recognition of changes in the fair value of the
securities based on the purpose for which the securities are held. The
Services Group has determined that the cumulative effect of adopting SFAS 115
is immaterial.
REVENUE RECOGNITION:
Burlington - Revenues related to transportation services are recognized,
together with related transportation costs, on the date shipments physically
depart from facilities en route to destination locations.
Brink's - Revenues from contract carrier armored car, automatic teller machine,
air courier, coin wrapping and currency and deposit processing services are
recognized when services are performed.
BHS - Monitoring revenues are recognized when earned and amounts paid in
advance are deferred and recognized as income over the applicable monitoring
period, which is generally one year or less. Revenues from the sale of
equipment, excluding equipment which is part of the standard package security
system, are recognized, together with related costs, upon completion of the
installation. Connection fee revenues are recognized to the extent of direct
selling costs incurred and expensed. Connection fee revenues in excess of
direct selling costs are deferred and recognized as income on a straight-line
basis over ten years.
NET INCOME PER COMMON SHARE:
Net income per Services Group common share is computed by dividing the net
income by the weighted average number of Services Group common shares
outstanding during the period. The potential dilution from the exercise of
stock options is not material. The potential dilution from the assumed
conversion of the 9.20% convertible subordinated debentures is not included
since its effect is antidilutive. The shares of Services Stock held in The
Pittston Company Employee Benefits Trust are evaluated for inclusion in the
calculation of net income per share under the treasury stock method and have no
dilutive effect.
2. RELATED PARTY TRANSACTIONS
The following policies may be modified or rescinded by action of the Company's
Board of Directors (the "Board"), or the Board may adopt additional policies,
without approval of the shareholders of the Company, although the Board has no
present intention to do so. The Company allocated certain corporate general
and administrative expenses, net interest expense and related assets and
liabilities in accordance with the policies described below. Corporate assets
and liabilities are primarily cash, deferred pension assets, income taxes and
accrued liabilities.
FINANCIAL:
As a matter of policy, the Company manages most financial activities of the
Services Group and Minerals Group on a centralized, consolidated basis. Such
financial activities include the investment of surplus cash; the issuance,
repayment and repurchase of short-term and long-term debt; the issuance and
repurchase of common stock and the payment of dividends. In preparing these
financial statements for the three-year period ended December 31, 1993,
transactions primarily related to invested cash, short-term and long-term debt
(including convertible debt), related net interest and other financial costs
have been attributed to the Services Group based upon its cash flows for the
periods presented after giving consideration to the debt and equity structure
of the Company. At December 31, 1993, the Company attributed all of its
long-term debt to the Services Group based upon the specific purpose for which
the debt was incurred and the cash flow requirements of the Services Group.
See Note 8 for
111
details and amounts of long-term debt. The portion of the Company's interest
expense allocated to the Services Group for 1993, 1992 and 1991 was $5,206,000,
$3,003,000 and $4,269,000, respectively. Management believes such method of
allocation to be equitable and a reasonable estimate of such costs as if the
Services Group operated on a stand alone basis.
To the extent borrowings are deemed to occur between the Services Group and the
Minerals Group, intercompany accounts have been established bearing interest at
the rate in effect from time to time under the Company's unsecured credit lines
or, if no such credit lines exist, at the prime rate charged by Chemical Bank
from time to time. At December 31, 1993, the Services Group owed the Minerals
Group $13,266,000 as the result of borrowings.
SHARED SERVICES:
A portion of the Company's corporate general and administrative expenses and
other shared services has been allocated to the Services Group based upon
utilization and other methods and criteria which management believes to be
equitable and a reasonable estimate of such expenses as if the Services Group
operated on a stand alone basis. These allocations were $9,514,000, $8,556,000
and $8,011,000 in 1993, 1992 and 1991, respectively.
PENSION:
The Services Group's pension cost related to its participation in the Company's
noncontributory defined benefit pension plan is actuarially determined based on
its respective employees and an allocable share of the pension plan assets and
calculated in accordance with Statement of Financial Accounting Standards No.
87, "Employers' Accounting for Pensions" ("SFAS 87"). Pension plan assets have
been allocated to the Services Group based on the percentage of its projected
benefit obligation to the plan's total projected benefit obligation.
Management believes such method of allocation to be equitable and a reasonable
estimate of such costs as if the Services Group operated on a stand alone
basis.
INCOME TAXES:
The Services Group is included in the consolidated U.S. federal income tax
return filed by the Company.
The Company's consolidated provision and actual cash payments for U.S. federal
income taxes are allocated between the Services Group and Minerals Group in
accordance with the Company's tax allocation policy and reflected in the
financial statements for each Group. In general, the consolidated tax
provision and related tax payments or refunds are allocated between the Groups,
for financial statement purposes, based principally upon the financial income,
taxable income, credits and other amounts directly related to the respective
Group. Tax benefits that cannot be used by the Group generating such
attributes, but can be utilized on a consolidated basis, are allocated to the
Group that generated such benefits and an intercompany account is established
for the benefit of the Group generating the attributes. At December 31, 1993
and 1992, the Services Group owed the Minerals Group $20,541,000 and
$5,079,000, respectively, for such tax benefits, of which $14,709,000 and
$2,918,000, respectively, was not expected to be paid within one year from such
dates in accordance with the policy. As a result, the allocated Group amounts
of taxes payable or refundable are not necessarily comparable to those that
would have resulted if the Groups had filed separate tax returns.
112
3. SHAREHOLDER'S EQUITY
The following analyzes shareholder's equity of the Services Group for the
periods presented:
1993 1992 1991
-------- ------- -------
(In thousands)
Balance at beginning of period ............. $329,158 359,813 357,858
Net income ................................. 47,126 27,277 21,152
Stock options exercised .................... 12,124 1,226 1,288
Stock released from employee benefits trust
to employee benefits plan ................ 841 427 -
Stock sold from employee benefits trust to
employee benefits plan ................... 220 - -
Stock issued to employee benefits plan ..... - 559 -
Stock sold to Minerals Group ............... 128 - -
Stock repurchases .......................... (920) (10,856) (1,288)
Dividends declared ......................... (7,055) (5,614) (4,519)
Cost of Services Stock Proposal ............ (1,564) - -
Foreign currency translation adjustment .... (4,104) (4,305) (3,823)
Tax benefit of options exercised ........... 1,519 - -
Other ...................................... - - 185
Net cash (to) from the Company ............. 896 (39,369) (11,040)
-------- ------- -------
Balance at end of period ................. $378,369 329,158 359,813
======== ======= =======
Included in shareholder's equity is the cumulative foreign currency translation
adjustment of $17,295,000, $13,191,000 and $8,886,000 at December 31, 1993,
1992 and 1991, respectively.
4. PROPERTY, PLANT AND EQUIPMENT
During the three years ended December 31, 1993, changes in capitalized
subscriber installation costs for home security systems were as follows:
1993 1992 1991
-------- ------- -------
(In thousands)
Capitalized subscriber installation costs -
beginning of year ........................ $ 54,668 44,842 36,842
Capitalized cost of security installation
systems .................................. 23,972 20,694 13,113
Capitalized cost of security systems
acquired ................................. - (143) 2,648
Depreciation, including amounts recognized
to fully depreciate capitalized costs for
subscribers disconnected during the year.. (12,855) (10,725) (7,761)
-------- ------- -------
Capitalized subscriber installation costs -
end of year .............................. $ 65,785 54,668 44,842
======== ======= =======
As of January 1, 1992, BHS elected to capitalize categories of costs not
previously capitalized for home security system installations. This change in
accounting principle is preferable because it more accurately reflects
subscriber installation costs. The additional costs not previously capitalized
consisted of costs for installation labor and related benefits for supervisory,
installation scheduling, equipment testing and other support personnel (in the
amount of $2,567,000 in 1993 and $2,327,000 in 1992) and costs incurred in
maintaining facilities and vehicles dedicated to the installation process (in
the amount of $1,484,000 in 1993 and $1,994,000 in 1992). The effect of this
change in accounting principle was to increase operating profit of the Services
Group and the BHS segment in 1993 and 1992 by $4,051,000 and $4,321,000,
respectively, and net income of the Services Group by $.07 per share in each
year. Prior to January 1, 1992, the records needed to identify such costs were
not available.
113
Thus, it was impossible to accurately calculate the effect on retained earnings
as of January 1, 1992 or the pro forma effects of retroactive application on
the year ended December 31, 1991 for the change in accounting principle.
However, the Services Group believes the effect on retained earnings as of
January 1, 1992 was immaterial.
Because capitalized subscriber installation costs for prior periods were not
adjusted for the change in accounting principle, installation costs for
subscribers in those years will continue to be depreciated based on the lesser
amounts capitalized in prior periods. Consequently, depreciation of
capitalized subscriber installation costs in the current year and until such
capitalized costs prior to January 1, 1992 are fully depreciated will be less
than if such prior periods' capitalized costs had been adjusted for the change
in accounting. However, the Services Group believes the effect on net income
in 1993 and 1992 was immaterial.
New subscriber installations for which costs were capitalized totalled 56,700
in 1993, 48,600 in 1992 and 41,000 in 1991. Additional subscribers who
purchased the installed equipment and for which no costs were capitalized
totalled 1,600 in 1993 and 700 in each of 1992 and 1991. In 1993 and 1992, BHS
also added 1,300 and 2,000 subscribers, respectively, as a result of converting
previously installed competitors' systems to BHS monitoring. The acquisition
of monitoring contracts added 6,400 subscribers in 1991.
The estimated useful lives for property, plant and equipment are as follows:
Years
-------
Buildings . . . . . . . . . . 3 to 25
Machinery and equipment . . . 2 to 20
Depreciation of property, plant and equipment aggregated $40,708,000 in 1993,
$38,023,000 in 1992 and $37,060,000 in 1991.
5. INTANGIBLES
Intangibles consist entirely of the excess of cost over fair value of net
assets of companies acquired and are net of accumulated amortization of
$65,574,000 at December 31, 1993 and $58,618,000 at December 31, 1992. The
estimated useful life of intangibles is generally forty years. Amortization of
intangibles aggregated $7,083,000 in 1993, $7,141,000 in 1992 and $6,978,000 in
1991.
6. FINANCIAL INSTRUMENTS
Financial instruments which potentially subject the Services Group to
concentrations of credit risk consist principally of cash and cash equivalents,
short-term cash investments and trade receivables. The Services Group's cash
and cash equivalents and short-term investments are placed with high credit
qualified financial institutions. Also, by policy, the amount of credit
exposure to any one financial institution is limited. Concentration of credit
risk with respect to trade receivables are limited due to the large number of
customers comprising the Services Group's customer base, and their dispersion
across many different industries and geographic areas.
The following details the fair values of financial instruments for which it is
practicable to estimate the value:
CASH AND CASH EQUIVALENTS AND SHORT-TERM INVESTMENTS
The carrying amounts approximate fair value because of the short maturity of
these instruments.
DEBT
The aggregate fair value of the Services Group's long-term debt obligations,
which is based upon quoted market prices and rates currently available to the
Services Group for debt with similar terms and maturities, approximates the
carrying amount.
114
OFF-BALANCE SHEET INSTRUMENTS
The Services Group utilizes various off-balance sheet financial instruments, as
discussed below, to hedge its foreign currency and other market exposures.
Accordingly, the fair value of these instruments have been considered in
determining the fair values of the assets and liabilities being hedged. The
risk that counterparties to such instruments may be unable to perform is
minimized by limiting the counterparties to major international banks. The
Services Group does not expect any losses due to such counterparty default.
Foreign currency forward contracts - The Company enters into foreign currency
forward contracts with a duration of 30 to 45 days as a hedge against accounts
payable denominated in various currencies. These contracts do not subject the
Company to risk due to exchange rate movements because gains and losses on
these contracts offset losses and gains on the payables being hedged. At
December 31, 1993, the total contract value of foreign currency forward
contracts outstanding was $4,600,000. As of such date, the carrying amounts of
the foreign currency forward contracts approximate fair value.
Other contracts - The Services Group has hedged a significant portion of its
jet fuel requirements for the period January 1, 1994 through March 31, 1995,
through swap contracts which were intended to fix the Company's per gallon fuel
costs below 1993 levels. At December 31, 1993, the contract value of the jet
fuel swaps, aggregating 50.1 million gallons, was $25,492,000. In addition, a
call option was purchased for 12.6 million gallons of crude oil for the first
half of 1994. Each of these transactions are settled monthly based upon the
average of the high and low prices during each period. The fair value of these
fuel hedge transactions may fluctuate over the course of the contract period
due to changes in the supply and demand for oil and refined products. Thus,
the economic gain or loss, if any, upon settlement of the contracts may differ
from the fair value of the contracts at an interim date. At December 31, 1993,
the aggregate carrying value of the swap contract and the call option exceeded
their fair value by approximately $1,700,000.
7. INCOME TAXES
The provision (credit) for income taxes consists of the following:
U.S.
Federal Foreign State Total
------- ------- ----- -----
(In thousands)
1993:
Current ....................... $23,924 9,667 2,784 36,375
Deferred ...................... (361) (4,839) 865 (4,335)
------- ------ ----- ------
Total ......................... $23,563 4,828 3,649 32,040
======= ====== ===== ======
1992:
Current ....................... $18,103 2,625 2,995 23,723
Deferred ...................... (4,751) 583 (684) (4,852)
------- ------ ----- ------
Total ......................... $13,352 3,208 2,311 18,871
======= ====== ===== ======
1991:
Current ....................... $ 8,900 2,999 2,788 14,687
Deferred ...................... 1,765 3,257 1,259 6,281
------- ------ ----- ------
Total ......................... $10,665 6,256 4,047 20,968
======= ====== ===== ======
Effective January 1, 1991, the Services Group adopted SFAS 109, which requires
recognition of deferred tax liabilities and assets for the expected future tax
consequences of events that have been included in the financial statements or
tax returns. Under this method, deferred tax liabilities and assets are
determined based on the difference between the financial statement and tax
bases of assets and liabilities using enacted tax rates in effect for the year
in which the differences are expected to reverse. As of January 1, 1991, the
Services Group recorded a tax credit of approximately $3,665,000 or $.10 per
share, which amount
115
represents the net decrease to the deferred tax liability as of that date.
Such amount has been reflected in the statement of operations as the cumulative
effect of an accounting change.
For the years ended December 31, 1993, 1992 and 1991, cash payments for income
taxes, net of refunds received, were $27,776,000, $13,091,000 and $10,990,000,
respectively.
The significant components of the deferred tax expense (benefit) were as
follows:
1993 1992 1991
------- ------ ------
(In thousands)
Deferred tax expense (benefit), exclusive
of the components listed below ........ $(7,666) (4,038) (3,392)
Investment tax credit carryforwards ..... - 2,979 2,029
Net operating loss carryforwards ........ 2,065 (1,430) 13,465
Alternative minimum tax credit .......... 1,295 (2,632) (5,821)
Change in the valuation allowance for
deferred tax assets ................... (29) 269 -
------- ------ ------
$(4,335) (4,852) 6,281
======= ====== ======
The tax benefit for compensation expense related to the exercise of certain
employee stock options for tax purposes in excess of compensation expense for
financial reporting purposes is recognized as an adjustment to shareholder's
equity.
The components of the net deferred tax liability as of December 31, 1993 and
December 31, 1992 were as follows:
1993 1992
------- ------
(In thousands)
Deferred tax assets:
Accounts receivable ........................... $ 4,819 4,441
Postretirement benefits other than pensions ... 2,581 2,348
Workers' compensation and other claims ........ 5,867 5,465
Other liabilities and reserves ................ 18,277 17,936
Miscellaneous ................................. 1,579 588
Net operating loss carryforwards .............. 6,617 8,682
Alternative minimum tax credits ............... 8,695 9,307
Valuation allowance ........................... (240) (269)
------- ------
Total deferred tax asset ...................... 48,195 48,498
------- ------
Deferred tax liabilities:
Property, plant and equipment ................. 18,626 16,226
Pension assets ................................ 15,928 15,480
Other assets .................................. 4,955 11,395
Investments in foreign affiliates ............. 13,044 15,729
Miscellaneous ................................. 5,701 15,185
------- ------
Total deferred tax liability .................. 58,254 74,015
------- ------
Net deferred tax liability .................... $10,059 25,517
======= ======
The valuation allowance relates to deferred tax assets in certain foreign
jurisdictions.
116
The following table accounts for the difference between the actual tax
provision and the amounts obtained by applying the statutory U.S. federal
income tax rate of 35% in 1993 and 34% in 1992 and 1991 to the income before
income taxes.
Years Ended December 31
-------------------------------------
1993 1992 1991
------- ------ ------
(In thousands)
Income before income taxes:
United States ........................... $50,820 24,413 22,837
Foreign ................................. 28,346 21,735 18,972
------- ------ ------
$79,166 46,148 41,809
======= ====== ======
Tax provision computed at statutory rate .. $27,708 15,690 14,215
Increases (reductions) in taxes due to:
State income taxes (net of federal tax
benefit) .............................. 2,372 1,525 2,671
Goodwill amortization ................... 2,154 2,093 2,093
Difference between total taxes on
foreign income and the U.S. federal
statutory rate ........................ (526) (496) 2,483
Change in the valuation allowance for
deferred tax assets ................... (29) 269 -
Miscellaneous ........................... 361 (210) (494)
------- ------ ------
Actual tax provision ...................... $32,040 18,871 20,968
======= ====== ======
It is the policy of the Services Group to accrue deferred income taxes on
temporary differences related to the financial statement carrying amounts and
tax bases of investments in foreign subsidiaries and affiliates which are
expected to reverse in the foreseeable future. As of December 31, 1993 and
December 31, 1992 the unrecognized deferred tax liability for temporary
differences of approximately $43,640,000 and $36,200,000, respectively, related
to investments in foreign subsidiaries and affiliates that are essentially
permanent in nature and not expected to reverse in the foreseeable future was
approximately $15,274,000 and $12,308,000, respectively.
The Services Group is included in the Company's consolidated U.S. federal
income tax return. Such returns have been audited and settled with the
Internal Revenue Services through the year 1981.
As of December 31, 1993, the Services Group had $8,695,000 of alternative
minimum tax credits allocated to it under the Company's tax allocation policy.
Such credits are available to offset future U.S. federal income taxes and,
under current tax law, the carryforward period for such credits is unlimited.
The tax benefits of net operating loss carryforwards of the Services Group as
at December 31, 1993 were $6,617,000 and relate to various state and foreign
taxing jurisdictions. The expiration periods primarily range from 5 to 15
years.
117
8. LONG-TERM DEBT
All outstanding debt under the Company's revolving credit agreements and the
Company's subordinated obligations have been attributed to the Services Group.
Total long-term debt of the Services Group consists of the following:
As of December 31
-----------------
1993 1992
------- -------
(In thousands)
Senior obligations:
Dutch guilder term loan due 1995 (year end
rates 6.69% in 1993 and 9.38% in 1992) ....... $ 1,250 3,106
U.S. dollar term loan due 1995 (4.06% in 1993
and 4.19% in 1992) ........................... 1,714 2,996
U.S. dollar term loan due 1995 to 1997 (3.81%
in 1993 and 7.75% in 1992) ................... 5,321 7,580
Canadian dollar term loan (7.91% in 1992) ...... - 3,905
All other ...................................... 2,350 2,451
------- -------
10,635 20,038
Obligations under capital leases (average rates
9.62% in 1993 and 12.07% in 1992) ............. 2,915 3,711
------- -------
13,550 23,749
------- -------
Attributed portion of the Company's debt:
Revolving credit notes due 1994 to 1997 (year
end rates 3.53% in 1993 and 4.09% in 1992) ... 2,100 25,000
4% subordinated debentures due 1997 ............ 14,648 14,648
9.2% convertible subordinated debentures due
2004 ......................................... 27,811 27,811
------- -------
44,559 67,459
------- -------
Total long-term debt, less current maturities $58,109 91,208
======= =======
For the four years through December 31, 1998, minimum repayments of long-term
debt outstanding are as follows:
(In thousands)
1995 ......................... $ 6,926
1996 ......................... 5,178
1997 ......................... 16,913
1998 ......................... 439
The Dutch guilder loan bears interest based on Euroguilder rate, or if
converted to a U.S. dollar loan, bears interest based on prime, Eurodollar or
money market rates. In January 1992, a portion of the guilder loan was
converted into a U.S. dollar loan. In March 1993, a pound sterling loan was
converted into a U.S. dollar term loan due 1995 to 1997. Interest was
previously based on the Eurosterling rate and is currently based on the
Eurodollar rate. The Canadian dollar loan was paid in June 1993. Under the
terms of the loans, Brink's has agreed to various restrictions relating to net
worth, disposition of assets and incurrance of additional debt.
At December 31, 1993, the Company had separate revolving credit agreements with
several banks under which it is permitted to borrow, repay and reborrow up to
an aggregate of $250,000,000. Interest is payable at rates based on prime,
certificate of deposit, Eurodollar, money market or Federal Funds rates. The
agreements, which have various expiration dates beginning in December 1994 and
continuing through December 1997, include provisions under which borrowings are
converted to term loans with various repayment dates.
118
In March 1994, the Company entered into a $350,000,000 revolving credit
agreement with a syndicate of banks (the "New Facility"), replacing the
Company's previously existing $250,000,000 of revolving credit agreements. The
New Facility includes a $100,000,000 five-year term loan, which matures in
March 1999. The New Facility also permits additional borrowings, repayments
and reborrowings of up to an aggregate of $250,000,000 until March 1999.
Interest on borrowings under the New Facility is payable at rates based on
prime, certificate of deposit, Eurodollar or money market rates.
The 4% subordinated debentures due July 1, 1997, are exchangeable for cash, at
the rate of $157.80 per $1,000 debentures. The debentures are redeemable at
the Company's option, in whole or in part, at any time prior to maturity, at
redemption prices equal to 100% of principal amount.
The 9.20% convertible subordinated debentures due July 1, 2004 are convertible
into shares of Services Stock and Minerals Stock at the rate of two shares of
Services Stock and two-fifths of a share of Minerals Stock for each $100
principal amount of debenture, subject to adjustment pursuant to antidilution
provisions. The debentures are redeemable at the Company's option, in whole or
in part, at any time prior to maturity, at redemption prices which decline from
102.76% of principal amount before July 1, 1994, to 100% of principal amount
after June 30, 1999.
Various international operations maintain lines of credit and overdraft
facilities aggregating approximately $58,000,000 with a number of banks on
either a secured or unsecured basis.
Under the terms of some of its debt instruments, the Company has agreed to
various restrictions relating to the payment of dividends, the repurchase of
capital stock, maintenance of consolidated working capital and net worth, and
the amount of additional funded debt which may be incurred. See the Company's
consolidated financial statements and related footnotes.
At December 31, 1993, the Company's portion of outstanding unsecured letters of
credit allocated to the Services Group was $31,163,000, primarily supporting
the Services Group's obligations under aircraft leases and its various
self-insurance programs.
Cash payments made for interest for the years ended December 31, 1993, 1992 and
1991 were $8,081,000, $8,916,000 and $13,080,000, respectively.
9. STOCK OPTIONS
The Company grants options under its 1988 Stock Option Plan (the "1988 Plan")
to executives and key employees and under its Non-Employee Directors' Stock
Option Plan (the "Non-Employee Plan") to outside directors to purchase common
stock at a price not less than 100% of quoted market value at date of grant.
The 1988 Plan provides for the grant of "incentive stock options", which
terminate not later than ten years from the date of grant, and "nonqualified
stock options", which terminate not later than ten years and two days from the
date of grant. As part of the Services Stock Proposal (Note 1), the 1988 Plan
was amended to permit option grants to be made to optionees with respect to
either Services Stock or Minerals Stock, or both.
The Non-Employee Plan authorizes initial and automatic grants of "nonqualified
stock options" which terminate on the tenth anniversary of grant. Pursuant to
the Non-Employee Plan, also amended for the Services Stock Proposal, each
non-employee director of the Company elected after July 26, 1993, shall receive
an initial grant of an option to purchase 10,000 shares of Services Stock and
an option to purchase 2,000 shares of Minerals Stock. On July 1 of each
subsequent year, each non-employee director will automatically be granted an
option to purchase 1,000 shares of Services Stock and an option to purchase 200
shares of Minerals Stock. The first of such automatic grants was made on
August 1, 1993.
119
The Company's 1979 Stock Option Plan (the "1979 Plan") and 1985 Stock Option
Plan (the "1985 Plan") terminated in 1985 and 1988, respectively, except as to
options theretofore granted.
At the Effective Date, as defined in Note 1, a total of 2,228,225 shares of
common stock were subject to options outstanding under the 1988 Plan, the
Non-Employee Plan, the 1979 Plan and the 1985 Plan. Pursuant to antidilution
provisions in the option agreements covering such options, the Company has
converted these options into options for shares of Services Stock or Minerals
Stock, or both, depending primarily on the employment status and
responsibilities of the particular optionee. In the case of optionees having
Company-wide responsibilities, each outstanding option has been converted into
an option for Services Stock and an option for Minerals Stock, in the same
ratio as the distribution on the Effective Date of Minerals Stock to
shareholders of the Company, viz., one share to one-fifth of a share, with any
resultant fractional share of Minerals Stock rounded downward to the nearest
whole number of shares. In the case of other optionees, each outstanding
option has been converted into a new option for only Services Stock or Minerals
Stock, as the case may be, following the Effective Date. As a result,
2,167,247 shares of Services Stock and 507,698 shares of Minerals Stock were
subject to options outstanding as of the Effective Date.
The table below summarizes the activity in all plans.
Aggregate
No. of Option
Shares Price
-------- ---------
(Dollars in thousands)
THE PITTSTON COMPANY COMMON STOCK
Outstanding:
12/31/93 ................................ - -
12/31/92 ................................ 2,667,966 $ 41,577
Granted:
1993 .................................... 17,500 294
1992 .................................... 758,300 11,706
1991 .................................... 233,000 3,886
Became exercisable:
1993 .................................... 468,250 7,749
1992 .................................... 320,009 5,367
1991 .................................... 438,508 7,203
Exercised:
1993 .................................... 377,191 5,379
1992 .................................... 113,347 1,472
1991 .................................... 128,987 1,546
PITTSTON SERVICES GROUP COMMON STOCK:
Outstanding:
12/31/93 ................................ 2,378,804 42,680
Granted:
1993 .................................... 829,000 22,080
Became exercisable:
1993 .................................... 21,008 273
Exercised:
1993 .................................... 594,129 7,638
At December 31, 1993, a total of 987,605 shares of Services Stock shares were
exercisable. In addition, there were 2,578,770 shares of Services Stock
reserved for issuance under the plans, including 199,966 shares of Services
Stock reserved for future grant.
120
10. ACQUISITIONS
During 1993, the Services Group acquired one small business and made a
contingency payment related to an acquisition consummated in a prior year. The
total consideration paid was $736,000.
During 1992, the Services Group acquired a business for an aggregate purchase
price of $2,658,000, including debt of $1,144,000. The fair value of assets
acquired was $2,690,000 and liabilities assumed was $32,000. In addition, cash
payments of $226,000 were made for contingency payments for acquisitions made
in prior years.
During 1991, the Services Group acquired one small business and made
contingency payments related to other acquisitions consummated in prior years.
The total consideration paid was $1,179,000.
All acquisitions have been accounted for as purchases. In 1993, 1992 and 1991,
the purchase price was essentially equal to the fair value of assets acquired.
The results of operations of the acquired companies have been included in the
Services Group's results of operations from their date of acquisition.
11. LEASES
The Services Group's businesses lease aircraft, facilities, vehicles, computers
and other equipment under long-term operating leases with varying terms, and
most of the leases contain renewal and/or purchase options. As of December 31,
1993, aggregate future minimum lease payments under noncancellable operating
leases were as follows:
Equipment
Aircraft Facilities and Other Total
-------- ---------- --------- -------
(In thousands)
1994 ........................ $ 27,488 27,549 6,888 61,925
1995 ........................ 27,537 22,157 5,606 55,300
1996 ........................ 20,166 18,036 3,696 41,898
1997 ........................ 20,983 15,708 2,091 38,782
1998 ........................ 4,815 13,705 1,575 20,095
1999 ........................ - 10,824 1,120 11,944
2000 ........................ - 9,442 1,021 10,463
2001 ........................ - 8,377 795 9,172
2002 ........................ - 7,300 698 7,998
2003 ........................ - 6,879 648 7,527
Later Years ................. - 46,043 4,112 50,155
-------- ------- ------- -------
$100,989 186,020 28,250 315,259
======== ======= ======= =======
The above amounts are net of aggregate future minimum noncancellable sublease
rentals of $6,364,000.
Rent expense amounted to $66,585,000 in 1993, $58,795,000 in 1992 and
$52,577,000 in 1991 and is net of sublease rentals of $793,000, $1,419,000 and
$2,149,000, respectively.
Included in future minimum lease payments are rentals for aircraft and the
Toledo, Ohio hub operated as part of a controlled airlift project. The Toledo,
Ohio hub lease commenced in 1991 for a twenty-two year period. Certain costs
of the project are being amortized over the terms of the respective leases.
The unamortized expense as of December 31, 1993 and 1992, aggregated $1,525,000
and $2,825,000, respectively.
Burlington entered into two transactions covering various leases which provide
for the replacement of eight B707 aircraft with seven DC8-71 aircraft and
completed an evaluation of other fleet related costs. One transaction,
representing four aircraft, is reflected in the 1993 financial statements,
while the other transactions, covering three aircraft, is reflected in the 1992
financial statements. The net effect of these transactions did not have a
material impact on operating profit for either year.
121
The Services Group incurred capital lease obligations of $1,601,000 in 1993,
$2,316,000 in 1992 and $5,530,000 in 1991. As of December 31, 1993, the
Services Group's obligations under capital leases were not significant.
12. EMPLOYEE BENEFIT PLANS
The Services Group's businesses participate in the Company's noncontributory
defined benefit pension plan covering substantially all nonunion employees who
meet certain minimum requirements in addition to sponsoring certain other
defined benefit plans. Benefits of most of the plans are based on salary and
years of service. The Services Group's pension cost relating to its
participation in the Company's defined benefit pension plan is actuarially
determined based on its respective employees and an allocable share of the
pension plan assets. The Company's policy is to fund the actuarially
determined amounts necessary to provide assets sufficient to meet the benefits
to be paid to plan participants in accordance with applicable regulations. The
net pension expense (credit) for 1993, 1992 and 1991 for all plans is as
follows:
Years Ended December 31
----------------------------
1993 1992 1991
-------- -------- --------
(In thousands)
Service cost - benefits earned during
year ................................ $ 6,908 6,657 8,040
Interest cost on projected benefit
obligation .......................... 10,225 9,345 9,016
Loss (return) on assets - actual ...... (25,742) (16,039) (26,324)
Return on assets - deferred gain ...... 9,926 102 11,020
Amortization of initial net asset ..... (529) (4,586) (5,349)
-------- -------- --------
Net pension expense (credit) .......... $ 788 (4,521) (3,597)
======== ======== ========
The funded status and prepaid pension expense at December 31, 1993 and 1992,
are as follows:
1993 1992
-------- -------
(In thousands)
Actuarial present value of accumulated benefit
obligation:
Vested ....................................... $112,242 84,286
Nonvested .................................... 7,603 3,858
-------- -------
119,845 88,144
Benefits attributable to projected salaries ...... 29,607 24,564
-------- -------
Projected benefit obligation ..................... 149,452 112,708
Plan assets at fair value ........................ 185,172 165,509
-------- -------
Excess of plan assets over projected benefit
obligation ..................................... 35,720 52,801
Unamortized initial net asset .................... (5,507) (6,834)
Unrecognized experience loss (gain) .............. 9,254 (7,183)
Unrecognized prior service cost .................. 1,895 2,456
-------- -------
Net pension assets ............................... 41,362 41,240
Current pension liability ........................ 1,063 1,032
-------- -------
Deferred pension asset per balance sheet ......... $ 42,425 42,272
======== =======
The assumptions used in determining the net pension expense (credit) for the
Company's major pension plan for 1993, 1992 and 1991 were as follows:
Interest cost on projected benefit obligations .. 9.0%
Expected long-term rate of return on assets ..... 10.0%
Rate of increase in compensation levels ......... 5.0%
For the valuation of pension obligations and the calculation of the funded
status, the discount rate was 7.5% in 1993 and 9.0% in 1992 and 1991. The
expected long-term rate of return on assets was 10% in all years presented.
The rate of increase in compensation levels used was 4% in 1993 and 5% in 1992
and 1991.
122
The unrecognized initial net asset at January 1, 1986 (January 1, 1989, for
certain foreign pension plans), the date of adoption of SFAS 87, has been
amortized over the estimated remaining average service life of the employees.
As of December 31, 1993, approximately 69% of plan assets were invested in
equity securities and 31% in fixed income securities.
The Services Group also provide certain postretirement health care and life
insurance benefits for eligible active and retired employees in the United
States and Canada. Effective January 1, 1991, the Services Group adopted SFAS
106, which requires the accrual method of accounting for postretirement health
care and life insurance benefits based on actuarially determined costs to be
recognized over the period from the date of hire to the full eligibility date
of employees who are expected to qualify for such benefits. As of January 1,
1991, the Services Group recognized the full amount of its estimated
accumulated postretirement benefit obligation on that date, which represents
the present value of the estimated future benefits payable to current retirees
and a pro rata portion of estimated benefits payable to active employees after
retirement. The pretax charge to 1991 earnings was $5,450,000, with a net
income effect of $3,354,000 or $.09 per share. The latter amount has been
reflected in the statement of operations as the cumulative effect of an
accounting change.
For the years 1993, 1992 and 1991, the components of periodic expense for these
postretirement benefits were as follows:
Years Ended
December 31
-------------------------
1993 1992 1991
------- ------- ------
(In thousands)
Service cost-benefits earned during year ...... $ 182 163 195
Interest cost on accumulated postretirement
benefit obligation .......................... 416 417 490
------- ------- ------
Total expense ................................. $ 598 580 685
======= ======= ======
Interest costs on the accumulated postretirement benefit obligation were based
on a rate of 9% for all years presented.
At December 31, 1993 and 1992, the actuarial and recorded liabilities for these
postretirement benefits, none of which have been funded, were as follows:
1993 1992
-------- -------
(In thousands)
Accumulated postretirement benefit obligation:
Retirees ........................................ $ 2,093 1,994
Fully eligible active plan participants ......... 1,139 959
Other active plan participants .................. 2,415 1,936
-------- -------
5,647 4,889
Unrecognized experience gain (loss) ............... (18) 539
-------- -------
Liability included on the balance sheet ........... 5,629 5,428
Less current portion .............................. 827 786
-------- -------
Noncurrent liability for postretirement
health care and life insurance benefits ......... $ 4,802 4,642
======== =======
The accumulated postretirement benefit obligation was determined using the unit
credit method and an assumed discount rate of 7.5% in 1993 and 9.0% in 1992.
The postretirement benefit obligation for U.S. salaried employees does not
provide for changes in health care costs since the employer's contribution to
the plan is a fixed monthly amount. The assumed health care cost trend rate
used in 1993 for employees under a foreign plan was 10% grading down to 5% in
the year 2000.
A one percent increase each year in the health care cost trend rate used would
have resulted in a $12,000 increase in the aggregate service and interest
components of expense for the year 1993, and a $108,000 increase in the
accumulated postretirement benefit obligation at December 31, 1993.
123
The Services Group also participates in the Company's Savings-Investment Plan
to assist eligible employees in providing for retirement or other future
financial needs. Employee contributions are matched at rates of 50% to 100% up
to 5% of compensation (subject to certain limitations imposed by the Internal
Revenue Code of 1986, as amended). Contribution expense under the plan
aggregated $3,360,000 in 1993, $3,332,000 in 1992 and $2,878,000 in 1991.
The Services Group sponsors several other defined contribution benefit plans
based on hours worked or other measurable factors. Contributions under all of
these plans aggregated $443,000 in 1993, $498,000 in 1992 and $280,000 in 1991.
The Services Group is required to implement a new accounting standard for
postemployment benefits, Statement of Financial Accounting Standards No. 112,
"Employers' Accounting for Postemployment Benefits" ("SFAS 112"), in 1994.
This standard requires employers who provide benefits to former employees after
employment but before retirement to accrue such costs as the benefits
accumulate or vest. The Services Group has determined that the cumulative
effect of adopting SFAS 112 is immaterial.
13. OTHER OPERATING INCOME
Other operating income includes the Services Group's share of net income in
unconsolidated affiliated companies which are carried on the equity method.
Summarized financial information for these equity method companies is shown
below. Amounts presented include the accounts of the following equity
affiliates:
Ownership
At December 31, 1993
--------------------
Servicio Pan Americano De Protecion, S.A. (Mexico) .. 20.0%
Brink's Panama, S.A. ................................ 49.0%
Brink's De Colombia S.A. ............................ 45.0%
Brink's S.A. (France) ............................... 38.0%
Brink's Schenker, GmbH (Germany) .................... 50.0%
Brink's Securmark S.p.A. (Italy) .................... 24.5%
Security Services (Brink's Jordan), W.L.L. .......... 45.0%
Brink's-Allied Limited (Ireland) .................... 50.0%
Brink's Ayra India Private Limited .................. 40.0%
Brink's Pakistan (Pvt.) Limited ..................... 49.0%
Brink's Taiwan Limited .............................. 50.0%
Brink's (Thailand) Ltd. ............................. 40.0%
Burlington International Forwarding Ltd. (Taiwan) ... 33.3%
The following table presents summarized financial information of these
companies.
1993 1992 1991
-------- ------- -------
(In thousands)
Revenues ........................... $713,960 696,840 519,480
Gross profit ....................... 143,608 127,987 110,453
Net income ......................... 25,086 32,119 33,504
The Services Group's share
of net income .................... $ 7,010 8,243 7,732
======== ======= =======
Current assets ..................... $176,241 124,153
Noncurrent assets .................. 225,523 197,987
Current liabilities ................ 153,433 115,094
Noncurrent liabilities ............. 105,474 71,288
Net equity ......................... $142,857 135,758
124
14. ACCOUNTING CHANGES
As of January 1, 1992, BHS elected to capitalize categories of costs not
previously capitalized for home security installations to more accurately
reflect subscriber installation costs. The effect of this change in accounting
principle was to increase net income in 1993 and 1992 by $2,435,000 and
$2,596,000, respectively (Note 4).
During 1991, the Services Group adopted two changes in accounting principles in
connection with the issuance of two accounting standards by the Financial
Accounting Standards Board. The effect of these changes on the statement of
operations as of January 1, 1991, the date of adoption, has been recognized as
the cumulative effect of accounting changes as follows:
(In thousands)
Accrual method of recognizing postretirement
benefits other than pensions, net of income
taxes (Note 12) ..................................... $(3,354)
Asset/liability method of recognizing income
taxes (Note 7) ...................................... 3,665
-------
Net income ............................................ $ 311
=======
15. SEGMENT INFORMATION
Operating revenues by geographic area are as follows:
Years Ended December 31
------------------------------------
1993 1992 1991
---------- --------- ---------
(In thousands)
United States:
Domestic customers .................. $ 837,881 744,585 697,937
Export customers in Europe .......... 113,752 113,142 110,380
Other export customers .............. 145,692 128,437 115,986
---------- --------- ---------
1,097,325 986,164 924,303
Europe ................................ 209,257 216,674 185,803
Other foreign ......................... 307,047 255,781 235,427
Eliminations .......................... (44,597) (43,449) (43,225)
---------- --------- ---------
$1,569,032 1,415,170 1,302,308
========== ========= =========
The following is derived from the business segment information in the Company's
consolidated financial statements as it relates to the Services Group. See
Note 2, Related Party Transactions, for a description of the Company's policy
for corporate allocations.
The Services Group's portion of the Company's operating profit is as follows:
Years Ended December 31
------------------------------
1993 1992 1991
------- ------ ------
(In thousands)
United States ....................... $60,758 32,287 32,406
Europe .............................. 16,096 16,180 15,118
Other foreign ....................... 22,525 13,456 11,098
------- ------ ------
Services Group's portion of the
Company's segment operating
profit ............................ 99,379 61,923 58,622
Corporate expenses allocated to
the Services Group ................ (9,514) (8,556) (8,011)
Pension credit ...................... - 4,047 4,048
------- ------ ------
Operating profit .................. $89,865 57,414 54,659
======= ====== ======
125
The Services Group portion of the Company's assets at year end is as follows:
As of December 31
-------------------------------
1993 1992 1991
-------- ------- -------
(In thousands)
United States ....................... $456,997 418,202 398,242
Europe .............................. 140,375 147,652 153,750
Other foreign ....................... 176,037 165,212 143,045
-------- ------- -------
Services Group's portion of the
Company's assets .................. 773,409 731,066 695,037
Services Group's portion of corporate
assets ............................ 33,532 35,954 36,936
-------- ------- -------
Total assets ...................... $806,941 767,020 731,973
======== ======= =======
Industry segment information is as follows:
Years Ended December 31
--------------------------------
1993 1992 1991
---------- --------- ---------
(In thousands)
REVENUES:
Burlington ............................................ $ 998,079 900,347 830,955
Brink's ............................................... 481,904 444,018 415,278
BHS ................................................... 89,049 70,805 56,075
---------- --------- ---------
Total revenues ...................................... $1,569,032 1,415,170 1,302,308
========== ========= =========
OPERATING PROFIT:
Burlington ............................................ $ 37,971 15,118 19,769
*Brink's ............................................... 35,008 30,354 29,993
**BHS ................................................... 26,400 16,451 8,860
---------- --------- ---------
Segment operating profit ............................ 99,379 61,923 58,622
Allocated general corporate expense ................... (9,514) (8,556) (8,011)
Pension credit ........................................ - 4,047 4,048
---------- --------- ---------
Total operating profit .............................. $ 89,865 57,414 54,659
========== ========= =========
* Includes equity in net income of unconsolidated foreign affiliates of
$6,895,000 in 1993, $8,133,000 in 1992 and $7,629,000 in 1991.
** As of January 1, 1992, BHS elected to capitalize categories of costs not
previously capitalized for home security installations to more accurately
reflect subscriber installation costs. The effect of this change in
accounting principle was to increase operating profit in 1993 by
$4,051,000 and in 1992 by $4,321,000 (Note 4).
CAPITAL EXPENDITURES:
Burlington ............................................ $ 21,544 14,412 7,717
Brink's ............................................... 22,209 22,461 20,986
BHS ................................................... 26,409 22,855 14,988
Allocated general corporate ........................... 63 136 790
---------- --------- ---------
Total capital expenditures .......................... $ 70,225 59,864 44,481
========== ========= =========
DEPRECIATION AND AMORTIZATION:
Burlington ............................................ $ 15,250 14,379 16,136
Brink's ............................................... 20,150 20,531 20,308
BHS ................................................... 14,357 12,215 9,293
Allocated general corporate ........................... 217 204 163
---------- --------- ---------
Total depreciation and amortization ................. $ 49,974 47,329 45,900
========== ========= =========
ASSETS AT DECEMBER 31:
Burlington ............................................ $ 418,694 407,335 396,852
Brink's ............................................... 271,462 251,941 240,917
BHS ................................................... 83,253 71,790 57,268
---------- --------- ---------
Identifiable assets ................................. 773,409 731,066 695,037
Allocated portion of the Company's corporate assets ... 33,532 35,954 36,936
---------- --------- ---------
Total assets ........................................ $ 806,941 767,020 731,973
========== ========= =========
126
16. CONTINGENT LIABILITIES
Under the Coal Industry Retiree Health Benefit Act of 1992 (the "Act"), the
Company and its majority-owned subsidiaries at July 20, 1992, including the
Services Group included in these financial statements, are jointly and
severally liable with the Minerals Group for the costs of health care coverage
provided for by that Act. For a description of the Act and a calculation of
certain of such costs, see Note 13 to the Company's consolidated financial
statements. At this time, the Company expects the Minerals Group to generate
sufficient cash flow to discharge its obligations under the Act.
In April 1990, the Company entered into a settlement agreement to resolve
certain environmental claims against the Company arising from hydrocarbon
contamination at a petroleum terminal facility ("Tankport") in Jersey City, New
Jersey, which operations were sold in 1983. Under the settlement agreement,
the Company is obligated to pay 80% of the remediation costs. Based on data
available to the Company and its environmental consultants, the Company
estimates its portion of the cleanup costs on an undiscounted basis using
existing technologies to be between $4.5 million and $13.5 million over a
period of three to five years. Management is unable to determine that any
amount within that range is a better estimate due to a variety of
uncertainties, which include the extent of the contamination at the site, the
permitted technologies for remediation and the regulatory standards by which
the cleanup will be measured by the New Jersey Department of Environmental
Protection and Energy.
The Company commenced insurance coverage litigation in 1990, in the United
States District Court for the District of New Jersey, seeking a declaratory
judgment that all amounts payable by the Company pursuant to the Tankport
obligation were reimbursable under comprehensive general liability and
pollution liability policies maintained by the Company. Although the
underwriters have disputed this claim, management and its legal counsel believe
that recovery is probable of realization in the full amount of the claim. This
conclusion is based upon, among other things, the nature of the pollution
policies which were broadly designed to cover such contingent liabilities, the
favorable state of the law in the State of New Jersey (whose laws have been
found to control the interpretation of the policies), and numerous other
factual considerations which support the Company's analysis of the insurance
contracts and rebut many of the underwriters' defenses.
Accordingly, since management and its legal counsel believe that recovery is
probable of realization in the full amount of the claim, there is no net
liability in regard to the Tankport obligation.
17. SELECTED QUARTERLY FINANCIAL DATA (UNAUDITED)
Tabulated below are certain data for each quarter of 1993 and 1992.
1st 2nd 3rd 4th
-------- ------- ------- -------
(In thousands, except per share amounts)
1993 QUARTERS:
Operating revenues ................ $363,757 380,202 400,398 424,675
Gross profit ...................... 54,320 64,743 72,860 77,568
Net income ........................ $ 5,414 10,970 15,313 15,429
Per Pittston Services Group Common
Share:
Net income ...................... $ .15 .30 .41 .41
1992 QUARTERS:
Operating revenues ................ $320,908 345,497 364,853 383,912
Gross profit ...................... 47,524 57,502 59,169 63,746
Net income ........................ $ 2,843 4,953 8,824 10,657
Per Pittston Services Group Common
Share:
Net income ...................... $ .08 .13 .24 .29
127
18. SUBSEQUENT EVENTS
In January 1994, 161,000 shares of convertible preferred stock (convertible
into Minerals Stock) were issued to finance a portion of the acquisition of
substantially all of the coal mining operations and coal sales contracts of
Addington Resources, Inc. While the issuance of the preferred stock had no
effect on the capitalization of the Services Group, commencing March 1, 1994,
annual cumulative dividends of $31.25 per share of convertible preferred stock
are payable quarterly, in cash, in arrears, from the date of original issue out
of all funds of the Company legally available therefor, when, as and if
declared by the Company's Board. A portion of the acquisition was also
financed with additional debt under existing credit facilities. In March 1994,
the additional debt incurred for this acquisition was refinanced with a
five-year term loan under the New Facility (Note 8). The acquisition and
related financing will be attributed to the Minerals Group.
128
PITTSTON MINERALS GROUP
129
STATEMENT OF MANAGEMENT RESPONSIBILITY
The management of The Pittston Company (the "Company") is responsible for
preparing the accompanying financial statements and for their integrity and
objectivity. The statements were prepared in accordance with generally
accepted accounting principles. Management has also prepared the other
information in the annual report and is responsible for its accuracy.
In meeting our responsibility for the integrity of the financial statements, we
maintain a system of internal controls designed to provide reasonable assurance
that assets are safeguarded, that transactions are executed in accordance with
management's authorization and that the accounting records provide a reliable
basis for the preparation of the financial statements. Qualified personnel
throughout the organization maintain and monitor these internal controls on an
ongoing basis. In addition, the Company maintains an internal audit department
that systematically reviews and reports on the adequacy and effectiveness of
the controls, with management follow-up as appropriate.
Management has also established a formal Business Code of Ethics which is
distributed throughout the Company. We acknowledge our responsibility to
establish and preserve an environment in which all employees properly
understand the fundamental importance of high ethical standards in the conduct
of our business.
The accompanying financial statements have been audited by KPMG Peat Marwick,
independent auditors. During the audit they review and make appropriate tests
of accounting records and internal controls to the extent they consider
necessary to express an opinion on the Minerals Group's financial statements.
The Company's Board of Directors pursues its oversight role with respect to the
Minerals Group's financial statements through the Audit and Ethics Committee,
which is composed solely of outside directors. The Committee meets
periodically with the independent auditors, internal auditors and management to
review the Company's control system and to ensure compliance with applicable
laws and the Company's Business Code of Ethics.
We believe that the policies and procedures described above are appropriate and
effective and do enable us to meet our responsibility for the integrity of the
Minerals Group's financial statements.
130
INDEPENDENT AUDITORS' REPORT
THE BOARD OF DIRECTORS AND SHAREHOLDERS
THE PITTSTON COMPANY
We have audited the accompanying balance sheets of Pittston Minerals Group (as
described in Note 1) as of December 31, 1993 and 1992 and the related
statements of operations and cash flows for each of the years in the three-year
period ended December 31, 1993. These financial statements are the
responsibility of The Pittston Company's management. Our responsibility is to
express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.
In our opinion, the financial statements of Pittston Minerals Group present
fairly, in all material respects, the financial position of Pittston Minerals
Group as of December 31, 1993 and 1992, and the results of its operations and
its cash flows for each of the years in the three-year period ended December
31, 1993, in conformity with generally accepted accounting principles.
As more fully discussed in Note 1, the financial statements of Pittston
Minerals Group should be read in connection with the audited consolidated
financial statements of The Pittston Company and subsidiaries.
As discussed in Notes 7, 13 and 16 to the financial statements, Pittston
Minerals Group changed its methods of accounting for income taxes and
accounting for postretirement benefits other than pensions in 1991.
/s/ KPMG Peat Marwick
KPMG Peat Marwick
Stamford, Connecticut
January 24, 1994
131
PITTSTON MINERALS GROUP
BALANCE SHEETS
December 31, 1993 and 1992
1993 1992
-------- -------
(In thousands)
ASSETS
Current assets:
Cash and cash equivalents ......................... $ 2,141 1,990
Short-term investments ............................ 21,065 20,014
Accounts receivable:
Trade (Note 5) .................................. 68,849 68,198
Other ........................................... 18,424 8,420
-------- -------
87,273 76,618
Less estimated amount uncollectible ............. 2,295 1,797
-------- -------
84,978 74,821
Receivable - Pittston Services Group (Note 2) ..... 19,098 2,161
Inventories:
Coal ............................................ 18,649 24,770
Other ........................................... 2,271 9,163
-------- -------
20,920 33,933
Prepaid expenses .................................. 8,235 8,807
Deferred income taxes (Note 7) .................... 30,723 21,600
-------- -------
Total current assets ............................ 187,160 163,326
Property, plant and equipment, at cost (Note 4):
Bituminous coal lands ............................. 118,944 112,356
Land, other than coal lands ....................... 7,414 11,201
Buildings ......................................... 10,524 12,145
Machinery and equipment ........................... 250,310 295,743
-------- -------
387,192 431,445
Less accumulated depreciation, depletion
and amortization ................................ 205,447 224,309
-------- -------
181,745 207,136
Deferred pension assets (Note 13) ................... 74,641 71,973
Deferred income taxes (Note 7) ...................... 76,887 66,276
Coal supply contracts (Note 10) ..................... 35,462 39,538
Receivable - Pittston Services Group (Note 2) ....... 14,709 2,918
Other assets ........................................ 35,643 36,529
-------- -------
Total assets ........................................ $606,247 587,696
======== =======
LIABILITIES AND SHAREHOLDER'S EQUITY
Current liabilities:
Current maturities of long-term debt (Note 8) ..... $ 30 -
Accounts payable .................................. 50,383 54,338
Accrued liabilities:
Taxes ........................................... 17,434 18,226
Workers' compensation and other claims .......... 24,205 18,325
Postretirement benefits other than pensions
(Note 13) ................................... 14,803 14,890
Miscellaneous (Note 13) ......................... 67,979 59,637
-------- -------
124,421 111,078
-------- -------
Total current liabilities ....................... 174,834 165,416
Long-term debt (Note 8) ............................. 279 -
Postretirement benefits other than pensions (Note 13) 207,416 197,894
Workers' compensation and other claims .............. 118,502 136,459
Other liabilities ................................... 130,073 75,625
Commitments and contingent liabilities
(Notes 8, 11, 12, 13, 18 and 19)
Shareholder's equity (Note 3) ........................ (24,857) 12,302
-------- -------
Total liabilities and shareholder's equity ........... $606,247 587,696
======== =======
See accompanying notes to financial statements.
132
PITTSTON MINERALS GROUP
STATEMENTS OF OPERATIONS
Years Ended December 31, 1993, 1992 and 1991
(In thousands, except per share amounts)
1993 1992 1991
-------- -------- -------
Net sales ....................................... $687,089 657,871 582,100
-------- -------- --------
Costs and expenses:
Cost of sales ................................. 644,248 604,319 540,451
Selling, general and administrative expenses .. 38,220 37,319 41,495
Restructuring and other charges (Note 14) ..... 78,633 - 115,214
Pension credit (Note 13) ...................... - (7,083) (7,082)
-------- -------- --------
Total costs and expenses .................... 761,101 634,555 690,078
-------- -------- --------
Other operating income (Note 15) ................ 10,246 8,762 19,379
-------- -------- --------
Operating profit (loss) ......................... (63,766) 32,078 (88,599)
Interest income ................................. 634 957 892
Interest expense (Note 2) ....................... (1,336) (3,499) (1,963)
Other income (expense), net (Note 15) ........... (544) 1,922 11,102
-------- -------- --------
Income (loss) before income taxes and cumulative
effect of accounting changes .................. (65,012) 31,458 (78,568)
Provision (credit) for income taxes (Note 7) .... (32,032) 9,648 (28,892)
-------- -------- --------
Income (loss) before cumulative effect of
accounting changes ............................ (32,980) 21,810 (49,676)
Cumulative effect of accounting changes
(Notes 7, 13 and 16) .......................... - - (123,328)
-------- -------- --------
Net income (loss) ............................... $(32,980) 21,810 (173,004)
======== ======== ========
Per Pittston Minerals Group Common Share
(Note 1):
Income (loss) before cumulative effect of
accounting changes .......................... $ (4.47) 2.94 (6.66)
Cumulative effect of accounting changes ....... - - (16.54)
-------- -------- -------
Net income (loss) ............................. $ (4.47) 2.94 (23.20)
======== ======== =======
Average Pittston Minerals Group Common Shares
outstanding (Note 1) ........................... 7,381 7,416 7,457
See accompanying notes to financial statements.
133
PITTSTON MINERALS GROUP
STATEMENTS OF CASH FLOWS
Years Ended December 31, 1993, 1992 and 1991
(In thousands)
1993 1992 1991
--------- --------- --------
Cash flows from operating activities:
Net income (loss) ..................................... $ (32,980) 21,810 (173,004)
Adjustments to reconcile net income (loss) to net cash
provided by operating activities:
Cumulative effect of accounting changes ............ - - 123,328
Noncash charges and other write-offs ............... 10,846 1,871 14,297
Depreciation, depletion and amortization ........... 27,591 23,095 16,319
Provision (credit) for deferred income taxes ....... (25,100) 13,915 (32,439)
Credit for pensions, noncurrent .................... (2,646) (9,579) (10,108)
Provision for uncollectible accounts receivable .... 528 161 244
Gain on sale of leveraged leases ................... - (2,341) (11,102)
Gain on sale of property, plant and equipment ...... (5,064) (846) (1,388)
Other operating, net ............................... 193 65 -
Change in operating assets and liabilities, net of
effects of acquisitions and dispositions:
Decrease (increase) in accounts receivable ..... (2,454) 2,891 (10,864)
Decrease in inventories ........................ 7,058 2,945 4,596
Decrease in prepaid expenses ................... 608 295 573
Increase in accounts payable and accrued
liabilities .................................. 396 12,639 16,245
Decrease (increase) in other assets ............ (104) (270) 266
Increase (decrease) in workers' compensation
and other claims, noncurrent ................. (17,957) (16,644) 39,172
Increase (decrease) in other liabilities ....... 67,906 (5,445) 44,437
Other, net ..................................... (450) 832 (271)
--------- --------- --------
Net cash provided by operating activities .... 28,371 45,394 20,301
--------- --------- --------
Cash flows from investing activities:
Additions to property, plant and equipment ............ (21,749) (50,278) (34,623)
Proceeds from disposal of property, plant and
equipment ........................................... 2,669 2,217 2,066
Acquisitions, net of cash acquired, and related
contingency payments ................................ (699) (50,820) (735)
Proceeds from leveraged leases ........................ - 13,707 24,340
Other, net ............................................ 10,046 (304) (3,668)
--------- --------- --------
Net cash used by investing activities ........ (9,733) (85,478) (12,620)
--------- --------- --------
Cash flows from financing activities:
Reductions of debt .................................... - - (7,500)
Borrowings by the Services Group ...................... (13,266) - -
Repurchase of common stock ............................ (591) (2,177) (258)
Proceeds from exercise of stock options ............... 2,633 246 258
Proceeds from sale of stock to SIP .................... 44 - -
Proceeds from sale of stock to Services Group ......... 48 - -
Dividends paid ........................................ (4,583) (3,648) (2,937)
Cost of Services Stock Proposal ....................... (1,599) - -
Cost of preferred stock issuance ..................... (277) - -
Net cash (to) from the Company ........................ (896) 39,369 11,040
--------- --------- --------
Net cash provided (used) by financing
activities ................................. (18,487) 33,790 603
--------- --------- --------
Net increase (decrease) in cash and cash equivalents .... 151 (6,294) 8,284
Cash and cash equivalents at beginning of year .......... 1,990 8,284 -
--------- --------- --------
Cash and cash equivalents at end of year ................ $ 2,141 1,990 8,284
========= ========= ========
See accompanying notes to financial statements.
134
PITTSTON MINERALS GROUP
NOTES TO FINANCIAL STATEMENTS
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
BASIS OF PRESENTATION:
The approval on July 26, 1993 (the "Effective Date"), by the shareholders of
The Pittston Company (the "Company") of the Services Stock Proposal, as
described in the Company's proxy statement dated June 24, 1993, resulted in the
reclassification of the Company's common stock. The outstanding shares of
Company common stock were redesignated as Pittston Services Group Common Stock
("Services Stock") on a share-for-share basis and a second class of common
stock, designated as Pittston Minerals Group Common Stock ("Minerals Stock"),
was distributed on the basis of one-fifth of one share of Minerals Stock for
each share of the Company's previous common stock held by shareholders of
record on July 26, 1993. Minerals Stock and Services Stock provide
shareholders with separate securities reflecting the performance of the
Pittston Minerals Group (the "Minerals Group") and the Pittston Services Group
(the "Services Group") respectively, without diminishing the benefits of
remaining a single corporation or precluding future transactions affecting
either group. Accordingly, all stock and per share data prior to the
reclassification have been restated to reflect the reclassification. The
primary impacts of this restatement are as follows:
o Net income per common share has been included in the Statements of
Operations. For the purpose of computing net income per common share of
Minerals Stock, the number of shares of Minerals Stock are assumed to be
one-fifth of the total number of shares of the Company's common stock.
o All financial impacts of purchases and issuances of the Company's common
stock prior to the Effective Date have been attributed to each Group in
relation of their respective common equity to the Company's common stock.
Dividends paid by the Company were attributed to the Services and Minerals
Groups in relation to the initial dividends paid on the Services Stock and
the Minerals Stock.
The Company, at any time, has the right to exchange each outstanding share of
Minerals Stock for shares of Services Stock having a fair market value equal to
115% of the fair market value of one share of Minerals Stock. In addition,
upon the sale, transfer, assignment or other disposition, whether by merger,
consolidation, sale or contribution of assets or stock or otherwise, of all or
substantially all of the properties and assets of the Minerals Group to any
person, entity or group (with certain exceptions), the Company is required to
exchange each outstanding share of Minerals Stock for shares of Services Stock
having a fair market value equal to 115% of the fair market value of one share
of Minerals Stock. Shares of Services Stock are not subject to either optional
or mandatory exchange.
Holders of Services Stock have one vote per share. Holders of Minerals Stock
have one vote per share subject to adjustment on January 1, 1996, and on each
January 1 every two years thereafter based upon the relative fair market values
of one share of Minerals Stock and one share of Services Stock on each such
date. Accordingly, beginning on January 1, 1996, each share of Minerals Stock
may have more than, less than or continue to have exactly one vote. Holders of
Services Stock and Minerals Stock vote together as a single voting group on all
matters as to which all common shareholders are entitled to vote. In addition,
as prescribed by Virginia law, certain amendments to the Company's Restated
Articles of Incorporation affecting, among other things, the designation,
rights, preferences or limitations of one class of common stock, or any merger
or statutory share exchange, must be approved by the holders of such class of
common stock, voting as a separate voting group, and, in certain circumstances,
may also have to be approved by the holders of the other class of common stock,
voting as a separate voting group.
135
In the event of a dissolution, liquidation or winding up of the Company, the
holders of Services Stock and Minerals Stock will receive the funds remaining
for distribution, if any, to the common shareholders on a per share basis in
proportion to the total number of shares of Services Stock and Minerals Stock,
respectively, then outstanding to the total number of shares of both classes of
common stock then outstanding.
The Company's Articles of Incorporation limits dividends on Minerals Stock to
the lesser of (i) all funds of the Company legally available therefore (as
prescribed by Virginia law) and (ii) the Available Minerals Dividend Amount (as
defined in the Articles of Incorporation). At December 31, 1993, the Available
Minerals Dividend Amount was at least $10,054,000. After giving effect to the
issuance of the Convertible Preferred Stock (Note 20), the pro forma Available
Minerals Dividend Amount would have been at least $85,622,000. Dividends on
Minerals Stock are also restricted by covenants in the Company's public
indentures and bank credit agreements.
In conjunction with the Services Stock Proposal, a new share repurchase program
was approved whereby the Company could acquire up to 250,000 shares of Minerals
Stock from time to time in the open market or in private transactions, as
conditions warrant. Through December 31, 1993, 19,000 shares of Minerals Stock
were repurchased under the new program at a total cost of $407,000. The
program to acquire shares remains in effect in 1994.
The financial statements of the Minerals Group include the balance sheets,
results of operations and cash flows of the Coal and Mineral Ventures
operations of the Company, and a portion of the Company's corporate assets and
liabilities and related transactions which are not separately identified with
operations of a specific segment (Note 2). The Minerals Group's financial
statements are prepared using the amounts included in the Company's
consolidated financial statements. Corporate allocations reflected in these
financial statements are determined based upon methods which management
believes to be an equitable allocation of such expenses and credits.
The Company provides holders of Minerals Stock separate financial statements,
financial reviews, descriptions of business and other relevant information for
the Minerals Group in addition to consolidated financial information of the
Company. Notwithstanding the attribution of assets and liabilities (including
contingent liabilities) between the Minerals Group and the Services Group for
the purpose of preparing their financial statements, this attribution and the
change in the capital structure of the Company as a result of the approval of
the Services Stock Proposal did not result in any transfer of assets and
liabilities of the Company or any of its subsidiaries. Holders of Minerals
Stock are shareholders of the Company, which continues to be responsible for
all its liabilities. Therefore, financial developments affecting the Minerals
Group or the Services Group that affect the Company's financial condition could
affect the results of operations and financial condition of both Groups.
Accordingly, the Company's consolidated financial statements must be read in
connection with the Minerals Group's financial statements.
PRINCIPLES OF COMBINATION:
The accompanying financial statements reflect the accounts of the businesses
comprising the Minerals Group. All material intercompany items and
transactions have been eliminated in combination. Certain prior year amounts
have been reclassified to conform to the current year's financial statement
presentation.
CASH AND CASH EQUIVALENTS:
Cash and cash equivalents include cash on hand, demand deposits and investments
with original maturities of three months or less.
SHORT-TERM INVESTMENTS:
Short-term investments primarily include funds set aside by management for
certain obligations and are carried at cost which approximates market.
136
INVENTORIES:
Inventories are stated at cost (determined under the average cost method) or
market, whichever is lower.
PROPERTY, PLANT AND EQUIPMENT:
Expenditures for maintenance and repairs are charged to expense, and the costs
of renewals and betterments are capitalized. Depreciation is provided
principally on the straight-line method at varying rates depending upon
estimated useful lives. Depletion of bituminous coal lands is provided on the
basis of tonnage mined in relation to the estimated total of recoverable
tonnage in the ground.
Mine development costs, primarily included in bituminous coal lands, are
capitalized and amortized over the estimated useful life of the mine. These
costs include expenses incurred for site preparation and development as well as
operating deficits incurred at the mines during the development stage. A mine
is considered under development until all planned production units have been
placed in operation.
INCOME TAXES:
In 1991, the Minerals Group adopted Statement of Financial Accounting Standards
No. 109, "Accounting for Income Taxes" ("SFAS 109"), which requires recognition
of deferred tax liabilities and assets for the expected future tax consequences
of events that have been included in the financial statements or tax returns.
Under this method, deferred tax liabilities and assets are determined based on
the difference between the financial statement and tax bases of assets and
liabilities using enacted tax rates in effect for the year in which the
differences are expected to reverse.
See Note 2 for allocation of the Company's U.S. federal income taxes to the
Minerals Group.
PNEUMOCONIOSIS (BLACK LUNG) EXPENSE:
The Minerals Group acts as self-insurer with respect to black lung benefits.
Provision is made for estimated benefits in accordance with annual actuarial
reports prepared by outside actuaries. The excess of the present value of
expected future benefits over the accumulated book reserves is recognized over
the amortization period as a level percentage of payroll. Cumulative actuarial
gains or losses are calculated periodically and amortized on a straight-line
basis. Assumptions used in the calculation of the actuarial present value of
black lung benefits are based on actual retirement experience of the Company's
coal employees, black lung claims incidence for active miners, actual dependent
information, industry turnover rates, actual medical and legal cost experience
and current inflation rates. As of December 31, 1993 and 1992, the accrued
value of estimated future black lung benefits discounted at 6% was
approximately $61,067,000 and $61,095,000, respectively and are included in
workers' compensation and other claims. Based on actuarial data, the amount
charged to earnings was $438,000 in 1993, $1,029,000 in 1992 and $3,113,000 in
1991. In addition, the Company accrued additional expenses for black lung
benefits related to federal and state assessments, legal and administrative
expenses and other self insurance. These amounted to $2,887,000 in 1993,
$2,073,000 in 1992 and $2,435,000 in 1991.
POSTRETIREMENT BENEFITS OTHER THAN PENSIONS:
In 1991, the Minerals Group adopted Statement of Financial Accounting Standards
No. 106, "Employers' Accounting for Postretirement Benefits Other Than
Pensions" ("SFAS 106"), which requires employers to accrue the cost of such
retirement benefits during the employees' service with the Minerals Group.
FOREIGN CURRENCY TRANSLATION:
Assets and liabilities of foreign operations have been translated at current
exchange rates, and related revenues and expenses have been translated at
average rates of exchange in effect during the year. Resulting cumulative
translation adjustments have been included as a separate component of
shareholder's equity.
FINANCIAL INSTRUMENTS:
The Minerals Group hedges against downward movements in gold prices principally
through the use of forward sales contracts. Gains and losses on these
contracts, designated and effective as hedges, are deferred and recognized upon
delivery of gold against these contracts.
137
REVENUE RECOGNITION:
Coal sales are generally recognized when coal is loaded onto transportation
vehicles before shipment to customers. For domestic sales, this occurs when
coal is loaded onto railcars at mine locations. For export sales, this occurs
when coal is loaded onto marine vessels at terminal facilities.
Gold sales are recognized when products are shipped to a refinery. Settlement
adjustments arising from final determination of weights and assays are
reflected in sales when received.
NET INCOME PER COMMON SHARE:
Net income per Pittston Minerals Group common share is computed by dividing the
net income by the weighted average number of Pittston Minerals Group common
shares outstanding during the period. The potential dilution from the exercise
of stock options is not material. The shares of Minerals Stock held in The
Pittston Company Employee Benefits Trust are evaluated for inclusion in the
calculation of net income per Pittston Minerals Group common share under the
treasury stock method and have no dilutive effect.
2. RELATED PARTY TRANSACTIONS
The following policies may be modified or rescinded by action of the Company's
Board of Directors (the "Board"), or the Board may adopt additional policies,
without approval of the shareholders of the Company, although the Board has no
present intention to do so. The Company allocated certain corporate general
and administrative expenses, net interest expense and related assets and
liabilities in accordance with the policies described below. Corporate assets
and liabilities are primarily cash, deferred pension assets, income taxes and
accrued liabilities.
FINANCIAL:
As a matter of policy, the Company manages most financial activities of the
Minerals Group and the Services Group on a centralized, consolidated basis.
Such financial activities include the investment of surplus cash; the issuance,
repayment and repurchase of short-term and long-term debt; the issuance and
repurchase of common stock and the payment of dividends. In preparing these
financial statements for the three-year period ended December 31, 1993,
transactions primarily related to invested cash, short-term and long-term debt
(including convertible debt), related net interest and other financial costs
have been attributed to the Minerals Group based upon its cash flows for the
periods presented after giving consideration to the debt and equity structure
of the Company. The portion of the Company's interest expense allocated to the
Minerals Group for 1993, 1992 and 1991 was $359,000, $2,800,000 and $1,400,000,
respectively. Management believes such method of allocation to be equitable
and a reasonable estimate of such costs as if the Minerals Group operated on a
stand alone basis.
To the extent borrowings are deemed to occur between the Services Group and the
Minerals Group, intercompany accounts have been established bearing interest at
the rate in effect from time to time under the Company's unsecured credit lines
or, if no such credit lines exist, at the prime rate charged by Chemical Bank
from time to time. At December 31, 1993, the amount owed the Minerals Group by
the Services Group as a result of borrowings totaled $13,266,000.
SHARED SERVICES:
A portion of the Company's corporate general and administrative expenses and
other shared services has been allocated to the Minerals Group based upon
utilization and other methods and criteria which management believes to be
equitable and a reasonable estimate of such expenses as if the Minerals Group
operated on a stand alone basis. These allocations were $7,218,000, $8,554,000
and $8,096,000 in 1993, 1992 and 1991, respectively.
138
PENSION:
The Minerals Group's pension cost related to its participation in the Company's
noncontributory defined benefit pension plan is actuarially determined based on
its respective employees and an allocable share of the pension plan assets and
calculated in accordance with Statement of Financial Accounting Standards No.
87, "Employers' Accounting for Pensions" ("SFAS 87"). Pension plan assets have
been allocated to the Minerals Group based on the percentage of its projected
benefit obligation to the plan's total projected benefit obligation.
Management believes such method of allocation to be equitable and a reasonable
estimate of such costs as if the Minerals Group operated on a stand alone
basis.
INCOME TAXES:
The Minerals Group is included in the consolidated U.S. federal income tax
return filed by the Company.
The Company's consolidated provision and actual cash payments for U.S. federal
income taxes are allocated between the Minerals Group and Services Group in
accordance with the Company's tax allocation policy and reflected in the
financial statements for each Group. In general, the consolidated tax
provision and related tax payments or refunds are allocated between the Groups,
for financial statement purposes, based principally upon the financial income,
taxable income, credits and other amounts directly related to the respective
Group. Tax benefits that cannot be used by the Group generating such
attributes, but can be utilized on a consolidated basis, are allocated to the
Group that generated such benefits and an intercompany account is established
for the benefit of the Group generating the attributes. At December 31, 1993
and 1992, the Minerals Group was owed $20,541,000 and $5,079,000, respectively,
from the Services Group for such tax benefits, of which $14,709,000 and
$2,918,000, respectively, was not expected to be received within one year from
such dates in accordance with the policy. As a result, the allocated Group
amounts of taxes payable or refundable are not necessarily comparable to those
that would have resulted if the Groups had filed separate tax returns.
3. SHAREHOLDER'S EQUITY
The following analyzes shareholder's equity of the Minerals Group for the
periods presented:
1993 1992 1991
-------- -------- --------
(In thousands)
Balance at beginning of period ............ $ 12,302 (43,298) 121,874
Net income (loss) ......................... (32,980) 21,810 (173,004)
Stock options exercised ................... 2,633 246 258
Stock released from employee benefits
trust to employee benefits plan .......... 378 257 -
Stock sold from employee benefits trust to
employee benefits plan .................. 44 -
Stock issued to employee benefits plan .... - 343 -
Stock sold to Services Group .............. 48 - -
Stock repurchases ......................... (591) (2,177) (258)
Dividends declared ........................ (4,583) (3,648) (2,937)
Costs of Services Stock Proposal .......... (1,599) - -
Foreign currency translation adjustment ... (215) (600) (271)
Tax benefit of options exercised .......... 602 - -
Net cash (to) from the Company ............ (896) 39,369 11,040
--------- -------- --------
Balance at end of period ................ $(24,857) 12,302 (43,298)
======== ======== =======
Included in shareholder's equity is the cumulative foreign currency translation
adjustment of $1,086,000, $871,000 and $271,000 at December 31, 1993, 1992 and
1991, respectively.
139
4. PROPERTY, PLANT AND EQUIPMENT
Mine development costs which were capitalized totalled $2,181,000 in 1993,
$18,487,000 in 1992 and $12,167,000 in 1991.
The estimated useful lives for property, plant and equipment are as follows:
Years
--------
Buildings ................... 10 to 15
Machinery and equipment ..... 3 to 15
Depreciation of property, plant and equipment aggregated $23,245,000 in 1993,
$19,268,000 in 1992 and $15,999,000 in 1991.
5. ACCOUNTS RECEIVABLE - TRADE
In 1991, the Company, on behalf of the Minerals Group, entered into agreements
with two financial institutions whereby it had the right to sell certain coal
receivables, with recourse, to those institutions. One agreement expired on
June 30, 1992. The other agreement, which expires September 27, 1994, limits
the maximum amount of outstanding receivables that could be owned by the
financial institution to $20,000,000. The Minerals Group sold total coal
receivables of approximately $16,143,000 in 1993, $23,959,000 in 1992 and
$2,776,000 in 1991 under these agreements.
In 1985, the Company, on behalf of the Minerals Group, entered into an
agreement whereby it had the right to sell certain coal receivables, with
limited recourse, to a financial institution from time to time until December
31, 1991. During 1992, the Minerals Group continued to sell certain coal
receivables to the financial institution under essentially the same terms and
conditions as the expired agreement. The Minerals Group sold total coal
receivables of approximately $41,272,000 in 1992 and $10,706,000 in 1991 under
this agreement, which has since been terminated.
As of December 31, 1993, there were no receivables sold which remained to be
collected. As of December 31, 1992, receivables sold totalling $11,987,000
remained to be collected.
6. FINANCIAL INSTRUMENTS
Financial instruments which potentially subject the Minerals Group to
concentrations of credit risk consist principally of cash and cash equivalents,
short-term investments and trade receivables. The Minerals Group's cash and
cash equivalents and short-term investments are placed with high credit
qualified financial institutions. Also, by policy, the amount of credit
exposure to any one financial institution is limited. The Minerals Group makes
substantial sales to relatively few large customers. Credit limits, ongoing
credit evaluation and account monitoring procedures are utilized to minimize
the risk of loss from nonperformance on trade receivables.
The following details the fair values of financial instruments for which it is
practicable to estimate the value:
CASH AND CASH EQUIVALENTS AND SHORT-TERM INVESTMENTS
The carrying amounts approximate fair value because of the short maturity of
these instruments.
DEBT
The aggregate fair value of the Minerals Group's long term debt obligations,
which is based upon quoted market prices and rates currently available to the
Company for debt with similar terms and maturities, approximates the carrying
amount.
140
OFF-BALANCE SHEET INSTRUMENTS
The Minerals Group utilizes off-balance sheet financial instruments, as
discussed below, to hedge its foreign currency and other market exposures.
Accordingly, the fair value of these instruments have been considered in
determining the fair values of the assets and liabilities being hedged. The
risk that counterparties to these contracts may be unable to perform is
minimized by limiting the counterparties to major international banks. The
Company does not expect any losses due to such counterparty default.
In order to protect itself against downward movements in gold prices, the
Minerals Group hedges a portion of its recoverable proved and probable reserves
primarily through forward sales contracts. At December 31, 1993, 72,000 ounces
of gold, representing approximately 50% of the Minerals Group's recoverable
proved and probable reserves, were sold forward under forward sales contracts
at an average price of $350 per ounce. Because only a portion of its future
production is currently sold forward, the Minerals Group can take advantage of
increases, if any, in the spot price of gold. At December 31, 1993, the
aggregate carrying value of the Minerals Group's forward sales contracts
exceeded their fair value by approximately $2,900,000.
7. INCOME TAXES
The provision (credit) for income taxes consists of the following:
U.S.
Federal Foreign State Total
--------- ------- ------- -------
(In thousands)
1993:
Current ....................... $ (7,539) 38 569 (6,932)
Deferred ...................... (20,358) (3,100) (1,642) (25,100)
-------- ------ ------ -------
Total ......................... $(27,897) (3,062) (1,073) (32,032)
======== ====== ====== =======
1992:
Current ....................... $ (5,460) 15 1,178 (4,267)
Deferred ...................... 13,426 - 489 13,915
-------- ------ ------ -------
Total ......................... $ 7,966 15 1,667 9,648
======== ====== ====== =======
1991:
Current ....................... $ 2,920 12 615 3,547
Deferred ...................... (32,439) - - (32,439)
-------- ------ ------ -------
Total ......................... $(29,519) 12 615 (28,892)
======== ====== ====== =======
Effective January 1, 1991, the Minerals Group adopted SFAS 109, which requires
recognition of deferred tax liabilities and assets for the expected future tax
consequences of events that have been included in the financial statements or
tax returns. Under this method, deferred tax liabilities and assets are
determined based on the difference between the financial statement and tax
bases of assets and liabilities using enacted tax rates in effect for the year
in which the differences are expected to reverse. As of January 1, 1991, the
Minerals Group recorded a tax credit of approximately $6,396,000, or $.86 per
share, which amount represents the net decrease to the deferred tax liability
as of that date. Such amount has been reflected in the statement of operations
as the cumulative effect of an accounting change.
For the years ended December 31, 1993 and 1991, cash payments for income taxes,
net of refunds received, were $2,461,000 and $4,295,000, respectively. For the
year ended December 31, 1992, there was a net cash tax refund of $6,962,000.
141
The significant components of the deferred tax expense (benefit) were as
follows:
1993 1992 1991
-------- ------ -------
(In thousands)
Deferred tax expense (benefit), exclusive
of the components listed below ........ $(25,490) 12,244 (38,394)
Investment tax credit carryforwards ..... - 6,001 3,869
Net operating loss carryforwards ........ (273) 777 17,955
Alternative minimum tax credit .......... 3,531 (7,182) (15,869)
Change in the valuation allowance for
deferred tax assets ................... (1,368) 2,075 -
Adjustment to deferred tax assets and
liabilities for the change in the U.S.
federal tax rate ...................... (1,500) - -
-------- ------ -------
$(25,100) 13,915 (32,439)
======== ====== =======
The tax benefit for compensation expense related to the exercise of certain
employee stock options for tax purposes in excess of compensation expense for
financial reporting purposes is recognized as an adjustment to shareholder's
equity.
The components of the net deferred tax asset as of December 31, 1993, and
December 31, 1992, were as follows:
1993 1992
-------- -------
(In thousands)
Deferred tax assets:
Accounts receivable .............................. $ 811 672
Postretirement benefits other than pensions ...... 90,760 83,037
Workers' compensation and other claims ........... 54,140 58,483
Other liabilities and reserves ................... 66,724 41,069
Miscellaneous .................................... 9,017 8,573
Net operating loss carryforwards ................. 1,682 1,409
Alternative minimum tax credits .................. 22,079 25,385
Valuation allowance .............................. (9,615) (10,983)
-------- -------
Total deferred tax asset ......................... 235,598 207,645
-------- -------
Deferred tax liabilities:
Property, plant and equipment .................... 43,765 42,446
Pension assets ................................... 29,638 28,308
Miscellaneous .................................... 54,585 49,015
-------- -------
Total deferred tax liability ..................... 127,988 119,769
-------- -------
Net deferred tax asset ........................... $107,610 87,876
======== =======
The recording of net deferred federal tax assets is based upon their expected
utilization in the Company's consolidated federal income tax return and the
benefit that would accrue to the Minerals Group under the Company's tax
allocation policy.
The valuation allowance relates to deferred tax assets in certain foreign and
state jurisdictions.
142
The following table accounts for the difference between the actual tax
provision and the amounts obtained by applying the statutory U.S. federal
income tax rate of 35% in 1993 and 34% in 1992 and 1991 to the income (loss)
before income taxes.
Years Ended December 31
-----------------------------
1993 1992 1991
-------- ------ -------
(In thousands)
Income (loss) before income taxes:
United States ........................... $(58,149) 33,640 (76,309)
Foreign ................................. (6,863) (2,182) (2,259)
-------- ------ -------
$(65,012) 31,458 (78,568)
======== ====== =======
Tax provision computed at statutory rate .. $(22,754) 10,696 (26,713)
Increases (reductions) in taxes due to:
Percentage depletion .................... (7,598) (5,033) (5,101)
State income taxes (net of federal tax
benefit) .............................. (448) 539 406
Change in the valuation allowance for
deferred tax assets ................... (1,368) 2,075 -
Adjustment to deferred tax assets and
liabilities for the change in the U.S.
federal tax rate ...................... (1,500) - -
Miscellaneous ........................... 1,636 1,371 2,516
-------- ------ -------
Actual tax provision (credit) ............. $(32,032) 9,648 (28,892)
======= ====== =======
It is the policy of the Minerals Group to accrue deferred income taxes on
temporary differences related to the financial statement carrying amounts and
tax bases of investments in foreign subsidiaries and affiliates which are
expected to reverse in the foreseeable future. As of December 31, 1993 and
December 31, 1992, there was no unrecognized deferred tax liability for
temporary differences related to investments in foreign subsidiaries and
affiliates.
The Minerals Group is included in the Company's consolidated U.S. federal
income tax return. Such returns have been audited and settled with the
Internal Revenue Service through the year 1981.
As of December 31, 1993, the Minerals Group had $22,079,000 of alternative
minimum tax credits allocated to it under the Company's tax allocation policy.
Such credits are available to offset future U.S. federal income taxes and,
under current tax law, the carryforward period for such credits is unlimited.
The tax benefit of net operating loss carryforwards for the Minerals Group as
at December 31, 1993 was $1,682,000 primarily related to foreign operations
which have an unlimited carryforward period.
8. LONG-TERM DEBT
At December 31, 1993, $309,000 of debt outstanding was directly incurred by the
Minerals Group. At December 31, 1993 and 1992, none of the Company's long-term
debt was attributed to the Minerals Group. Any borrowings by the Company for
the benefit of the Minerals Group are directly attributed to it. See the
Company's consolidated financial statements and related footnotes for
additional discussions of the Company's long-term debt and various financial
covenants related to debt agreements.
At December 31, 1993, the Company had separate revolving credit agreements with
several banks under which it is permitted to borrow, repay and reborrow up to
an aggregate of $250,000,000. Interest is payable at rates based on prime,
certificate of deposit, Eurodollar, money market or Federal Funds rates. The
agreements, which have various expiration dates beginning in December 1994 and
continuing through December 1997, include provisions under which borrowings are
converted to term loans with various repayment dates.
143
In March 1994, the Company entered into a $350,000,000 syndicated revolving
credit agreement with a syndicate of banks (the "New Facility"), replacing the
Company's previously existing $250,000,000 of revolving credit agreements. The
New Facility includes a $100,000,000 five-year term loan, which matures in
March 1999. The New Facility also permits additional borrowings, repayments
and reborrowings of up to an aggregate of $250,000,000 until March 1999.
Interest on borrowings under the New Facility is payable at rates based on
prime, certificate of deposit, Eurodollar or money market rates.
At December 31, 1993, the Company's portion of outstanding unsecured letters of
credit allocated to the Minerals Group was $41,111,000, primarily supporting
its obligations under its various self-insurance programs.
Cash payments made for interest for the years ended December 31, 1993, 1992 and
1991 were $2,126,000, $2,637,000 and $2,875,000, respectively.
9. STOCK OPTIONS
The Company grants options under its 1988 Stock Option Plan (the "1988 Plan")
to executives and key employees and under its Non-Employee Directors' Stock
Option Plan (the "Non-Employee Plan") to outside directors to purchase common
stock at a price not less than 100% of quoted market value at date of grant.
The 1988 Plan provides for the grant of "incentive stock options", which
terminate not later than ten years from the date of grant, and "nonqualified
stock options", which terminate not later than ten years and two days from the
date of grant. As part of the Services Stock Proposal (Note 1), the 1988 Plan
was amended to permit option grants to be made to optionees with respect to
either Services Stock or Minerals Stock, or both.
The Non-Employee Plan authorizes initial and automatic grants of "nonqualified
stock options" which terminate on the tenth anniversary of grant. Pursuant to
the Non-Employee Plan, also amended for the Services Stock Proposal, each
non-employee director of the Company elected after July 26, 1993, shall receive
an initial grant of an option to purchase 10,000 shares of Services Stock and
an option to purchase 2,000 shares of Minerals Stock. On July 1 of each
subsequent year, each non-employee director will automatically be granted an
option to purchase 1,000 shares of Services Stock and an option to purchase 200
shares of Minerals Stock. The first of such automatic grants was made on
August 1, 1993.
The Company's 1979 Stock Option Plan (the "1979 Plan") and 1985 Stock Option
Plan (the "1985 Plan") terminated in 1985 and 1988, respectively, except as to
options theretofore granted.
At the Effective Date, as defined in Note 1, a total of 2,228,225 shares of
common stock were subject to options outstanding under the 1988 Plan, the
Non-Employee Plan, the 1979 Plan and the 1985 Plan. Pursuant to antidilution
provisions in the option agreements covering such options, the Company has
converted these options into options for shares of Services Stock or Minerals
Stock, or both, depending primarily on the employment status and
responsibilities of the particular optionee. In the case of optionees having
Company-wide responsibilities, each outstanding option has been converted into
an option for Services Stock and an option for Minerals Stock, in the same
ratio as the distribution on the Effective Date of Minerals Stock to
shareholders of the Company, viz., one share to one-fifth of the share, with
any resultant fractional share of Minerals Stock rounded downward to the
nearest whole number of shares. In the case of other optionees, each
outstanding option has been converted into a new option for only Services Stock
or Minerals Stock, as the case may be, following the Effective Date. As a
result, 2,167,247 shares of Services Stock and 507,698 shares of Minerals Stock
were subject to options outstanding as of the Effective Date.
144
The table below summarizes the activity in all plans.
Aggregate
No. of Option
Shares Price
--------- ---------
(Dollars in thousands)
THE PITTSTON COMPANY COMMON STOCK:
Outstanding:
12/31/93 .............................. - $ -
12/31/92 .............................. 2,667,966 41,577
Granted:
1993 .................................. 17,500 294
1992 .................................. 758,300 11,706
1991 .................................. 233,000 3,886
Became exercisable:
1993 .................................. 468,250 7,749
1992 .................................. 320,009 5,367
1991 .................................. 438,508 7,203
Exercised:
1993 .................................. 377,191 5,379
1992 .................................. 113,347 1,472
1991 .................................. 128,987 1,546
PITTSTON MINERALS GROUP COMMON STOCK:
Outstanding:
1993 .................................. 623,498 11,023
Granted:
1993 .................................. 252,000 6,094
Became exercisable:
1993 .................................. 3,575 50
Exercised
1993 .................................. 134,528 1,738
At December 31, 1993, total of 240,814 shares of Minerals Stock were
exercisable. In addition, there were 640,298 shares of Minerals Stock reserved
for issuance under the plans, including 16,800 shares of Minerals Stock
reserved for future grant.
10. ACQUISITIONS
During 1993, the Minerals Group made installment and contingency payments
related to acquisitions consummated in prior years. Total consideration paid
was $699,000.
During 1992, the Minerals Group acquired two businesses for an aggregate
purchase price of $45,142,000, including installment payments to be made of
$1,720,000. Of the total purchase price, $42,734,000 was for the purchase of a
company whose principal assets include two long-term coal supply contracts.
The fair value of assets acquired was $48,168,000 and liabilities assumed was
$3,026,000. The acquisitions have been accounted for as purchases and the
purchase price was essentially equal to the fair value of net assets acquired.
In addition, the Minerals Group made cash payments of $7,398,000 for an equity
investment.
During 1991, the Minerals Group made a contingency payment of $735,000 related
to an acquisition consummated in a prior year.
The results of operations of the acquired companies have been included in the
Minerals Group's results of operations from their date of acquisition.
145
11. JOINT VENTURE
The Minerals Group, through a wholly owned indirect subsidiary of the Company,
entered into a partnership agreement in 1982 with four other coal companies to
construct and operate coal port facilities in Newport News, Virginia, in the
Port of Hampton Roads (the "Facilities"). The Facilities commenced operations
in 1984, and now have an annual throughput capacity of 22 million tons, with a
ground storage capacity of approximately 2 million tons. The Minerals Group
initially had an indirect 25% interest in the partnership, Dominion Terminal
Associates ("DTA"). Initial financing of the Facilities was accomplished
through the issuance of $135,000,000 principal amount of revenue bonds by the
Peninsula Ports Authority of Virginia (the "Authority"), which is a political
subdivision of the Commonwealth of Virginia. In 1987, the original revenue
bonds were refinanced by the issuance of $132,800,000 of coal terminal revenue
refunding bonds of which two series of these bonds in the aggregate principal
amount of $33,200,000 were attributable to the Minerals Group. In 1990, the
Minerals Group acquired an additional indirect 7 1/2% interest in DTA for cash
of $3,055,000 plus the assumption of bond indebtedness, increasing its
ownership to 32 1/2%. With the increase in ownership, $9,960,000 of the
remaining four additional series of the revenue refunding bonds of $99,600,000
became attributable to the Minerals Group. In November 1992, all bonds
attributable to the Minerals Group were refinanced with the issuance of a new
series of coal terminal revenue refunding bonds in the aggregate principal
amount of $43,160,000. The new series of bonds bear a fixed interest rate of 7
3/8%. The Authority owns the Facilities and leases them to DTA for the life of
the bonds, which mature on June 1, 2020. DTA may purchase the facilities for
$1 at the end of the lease term. The obligations of the partners are several,
and not joint.
Under loan agreements with the Authority, DTA is obligated to make payments
sufficient to provide for the timely payment of the principal of and interest
on the bonds of the new series. Under a throughput and handling agreement, the
Minerals Group has agreed to make payments to DTA that in the aggregate will
provide DTA with sufficient funds to make the payments due under the loan
agreements and to pay the Minerals Group's share of the operating costs of the
Facilities. The Company has also unconditionally guaranteed the payment of the
principal of and premium, if any, and the interest on the new series of bonds.
Payments for operating costs aggregated $7,949,000 in 1993, $6,819,000 in 1992
and $6,885,000 in 1991. The Minerals Group has the right to use 32 1/2% of the
throughput and storage capacity of the Facilities subject to user rights of
third parties which pay the Minerals Group a fee. The Minerals Group pays
throughput and storage charges based on actual usage at per ton rates
determined by DTA.
12. LEASES
The Minerals Group's businesses lease coal mining and other equipment under
long-term operating leases with varying terms, and most of the leases contain
renewal and/or purchase options. As of December 31, 1993, aggregate future
minimum lease payments under noncancellable operating leases were as follows:
Equipment
Facilities and Other Total
---------- --------- -------
(In thousands)
1994 ........................ $ 769 22,738 23,507
1995 ........................ 704 19,951 20,655
1996 ........................ 753 14,760 15,513
1997 ........................ 803 10,452 11,255
1998 ........................ 801 7,464 8,265
1999 ........................ 775 1,624 2,399
2000 ........................ 766 172 938
2001 ........................ 483 87 570
2002 ........................ 30 - 30
2003 ........................ 30 - 30
Later Years ................. 800 - 800
------- ------ ------
$ 6,714 77,248 83,962
======= ====== =======
The above amounts are net of aggregate future minimum noncancellable sublease
rentals of $87,000. Almost all of the above amounts related to equipment are
guaranteed by the Company.
146
Rent expense amounted to $24,854,000 in 1993, $25,570,000 in 1992 and
$26,181,000 in 1991 and is net of sublease rentals of $69,000 in each year.
13. EMPLOYEE BENEFIT PLANS
The Minerals Group's businesses participate in the Company's noncontributory
defined benefit pension plan covering substantially all nonunion employees who
meet certain minimum requirements. Benefits under the plan are based on salary
and years of service. The Minerals Group's pension cost is actuarially
determined based on its employees and an allocable share of the pension plan
assets. The Company's policy is to fund the actuarially determined amounts
necessary to provide assets sufficient to meet the benefits to be paid to plan
participants in accordance with applicable regulations. The net pension credit
for 1993, 1992 and 1991 for the Minerals Group is as follows:
Years Ended December 31
----------------------------
1993 1992 1991
-------- ------- -------
(In thousands)
Service cost - benefits earned during year .. $ 2,772 2,528 2,280
Interest cost on projected benefit
obligation ................................ 8,873 8,248 7,576
Loss (return) on assets - actual ............ (20,347) (15,105) (30,189)
Return on assets - deferred gain ............ 6,317 1,833 17,307
Amortization of initial net asset ........... - (7,083) (7,082)
-------- ------- -------
Net pension credit .......................... $ (2,385) (9,579) (10,108)
======== ======= =======
The Minerals Group's allocated funded status and deferred pension assets at
December 31, 1993 and 1992 are as follows:
1993 1992
-------- -------
(In thousands)
Actuarial present value of accumulated benefit
obligation:
Vested ....................................... $101,775 84,991
Nonvested .................................... 4,264 2,629
-------- -------
106,039 87,620
Benefits attributable to projected salaries ...... 17,372 13,786
-------- -------
Projected benefit obligation ..................... 123,411 101,406
Plan assets at fair value ........................ 165,849 152,542
-------- -------
Excess of plan assets over projected benefit
obligation ..................................... 42,438 51,136
Unrecognized experience loss ..................... 31,463 20,720
Unrecognized prior service cost .................. 254 117
-------- -------
Net pension assets ............................... 74,155 71,973
Current pension liability ........................ 486 -
-------- -------
Deferred pension asset per balance sheet ......... $ 74,641 71,973
======== =======
The assumptions used in determining the net pension credit for the Company's
major pension plan for 1993, 1992 and 1991 were as follows:
Interest cost on projected benefit obligations .. 9.0%
Expected long-term rate of return on assets ..... 10.0%
Rate of increase in compensation levels ......... 5.0%
For the valuation of pension obligations and the calculation of the funded
status, the discount rate was 7.5% in 1993 and 9.0% in 1992 and 1991. The
expected long-term rate of return on assets was 10% in all years presented.
The rate of increase in compensation levels used was 4% in 1993 and 5% in 1992
and 1991.
The unrecognized initial net asset at January 1, 1986, the date of adoption of
SFAS 87, has been amortized over the estimated remaining average service life
of the employees, which period ended at December 31, 1992. As of December 31,
1993, approximately 73% of plan assets were invested in equity securities and
27% in fixed income securities.
147
Under the 1990 collective bargaining agreement with the United Mine Workers of
America ("UMWA"), the Minerals Group has made payments, based on hours worked,
into escrow accounts established for the benefit of union employees (Note 18).
The Minerals Group's coal operations recognized pension expense of $1,799,000
in 1993, $2,457,000 in 1992 and $2,273,000 in 1991 under the terms of the
agreement. The total amount accrued at December 31, 1993 and 1992 under these
escrow agreements was $21,064,000 and $20,184,000, respectively, and is
included in miscellaneous accrued liabilities.
The Minerals Group also provides certain postretirement health care and life
insurance benefits for eligible active and retired employees in the United
States. Effective January 1, 1991, the Minerals Group adopted SFAS 106, which
requires the accrual method of accounting for postretirement health care and
life insurance benefits based on actuarially determined costs to be recognized
over the period from the date of hire to the full eligibility date of employees
who are expected to qualify for such benefits. As of January 1, 1991, the
Minerals Group recognized the full amount of its estimated accumulated
postretirement benefit obligation on that date, which represents the present
value of the estimated future benefits payable to current retirees and a pro
rata portion of estimated benefits payable to active employees after
retirement. The pretax charge to 1991 earnings was $196,360,000 with a net
earnings effect of $129,724,000 or $17.40 per share. The latter amount has
been reflected in the statement of operations as the cumulative effect of an
accounting change.
For the years 1993, 1992 and 1991, the components of periodic expense for these
postretirement benefits were as follows:
Years Ended December 31
--------------------------
1993 1992 1991
------- ------- -------
(In thousands)
Service cost-benefits earned during year ...... $ 2,513 2,216 2,335
Interest cost on accumulated postretirement
benefit obligation .......................... 21,462 19,153 17,670
------- ------- ------
Total expense ................................. $23,975 21,369 20,005
======= ======= ======
The interest costs on the accumulated postretirement benefit obligation was 9%
for all years presented.
At December 31, 1993 and 1992, the actuarial and recorded liabilities for these
postretirement benefits, none of which have been funded, were as follows:
1993 1992
-------- -------
(In thousands)
Accumulated postretirement benefit obligation:
Retirees ........................................... $200,380 166,034
Fully eligible active plan participants ............ 44,774 32,170
Other active plan participants ..................... 40,542 27,485
-------- -------
285,696 225,689
Unrecognized experience loss ......................... (63,477) (12,905)
-------- -------
Liability included on the balance sheet .............. 222,219 212,784
Less current portion ................................. 14,803 14,890
-------- -------
Noncurrent liability for postretirement
health care and life insurance benefits ............ $207,416 197,894
======== =======
The accumulated postretirement benefit obligation was determined using the unit
credit method and an assumed discount rate of 7.5% in 1993 and 9.0% in 1992.
The assumed health care cost trend rate used in 1993 was 10% for pre-65
retirees, grading down to 5% in the year 2000. For post-65 retirees, the
assumed trend rate in 1993 was 8%, grading down to 5% in the year 2000. The
assumed medicare cost trend rate used in 1993 was 7%, grading down to 5% in the
year 2000.
A one percent increase each year in the health care cost trend rate used would
have resulted in a $3,297,000 increase in the aggregate service and interest
components of expense for the year 1993, and a $35,421,000 increase in the
accumulated postretirement benefit obligation at December 31, 1993.
148
The Minerals Group also participates in the Company's Savings-Investment Plan
to assist eligible employees in providing for retirement or other future
financial needs. Employee contributions are matched up to 5% of compensation
(subject to certain limitations imposed by the Internal Revenue Code of 1986,
as amended). Contribution expense under the plan aggregated $2,021,000 in
1993, $2,059,000 in 1992 and $1,864,000 in 1991.
The Minerals Group sponsors two other defined contribution plans and
contributions under these plans aggregated $475,000 in 1993, $420,000 in 1992
and $637,000 in 1991.
In October 1992, the Coal Industry Retiree Health Benefit Act of 1992 (the
"Health Benefit Act") was enacted as part of the Energy Policy Act of 1992.
The Health Benefit Act established new rules for the payment of future health
care benefits for thousands of retired union mine workers and their dependents.
Part of the burden for these payments has been shifted by the Health Benefit
Act from certain coal producers, which had a contractual obligation to fund
such payments, to producers such as the Company which have collective
bargaining agreements with the UMWA that do not require such payments and to
numerous other companies which are no longer in the coal business. The Health
Benefit Act established a trust fund to which "signatory operators" and
"related persons," including the Company and certain of its coal subsidiaries
(the "Pittston Companies") would be obligated to pay annual premiums for
assigned beneficiaries, together with a pro rata share for certain
beneficiaries who never worked for such employers ("unassigned beneficiaries"),
in amounts to be determined by the Secretary of Health and Human Services on
the basis set forth in the Health Benefit Act.
In October 1993, the Pittston Companies received notices from the Social
Security Administration (the "SSA") with regard to their assigned beneficiaries
for which they are responsible under the Health Benefit Act; the Pittston
Companies also received a calculation of their liability for the first two
years. For 1993 and 1994, this liability (on a pretax basis) is approximately
$9,100,000 and $11,000,000, respectively. The Company believes that the annual
liability under the Health Benefit Act for the Pittston Companies' assigned
beneficiaries will continue in the $10,000,000 to $11,000,000 range for the
next ten years and should begin to decline thereafter as the number of such
assigned beneficiaries decreases.
Based on the number of beneficiaries actually assigned by the SSA, the Company
estimates the aggregate pretax liability relating to the Pittston Companies'
assigned beneficiaries at approximately $265-$275 million, which when
discounted at 8% provides a present value estimate of approximately $100-$110
million.
The ultimate obligation that will be incurred by the Company could be
significantly affected by, among other things, increased medical costs,
decreased number of beneficiaries, governmental funding arrangements and such
federal health benefit legislation of general application as may be enacted.
In addition, the Health Benefit Act requires the Pittston Companies to fund,
pro rata according to the total number of assigned beneficiaries, a portion of
the health benefits for unassigned beneficiaries. At this time, the funding
for such health benefits is being provided from another source and for this and
other reasons the Pittston Companies' ultimate obligation for the unassigned
beneficiaries cannot be determined. The Company accounts for its obligations
under the Health Benefit Act as a participant in a multi-employer plan and
recognizes the annual cost on a pay-as-you-go basis.
The Minerals Group is required to implement a new accounting standard for
postemployment benefits, Statement of Financial Accounting Standards No. 112,
"Employers' Accounting for Postemployment Benefits" ("SFAS 112") in 1994. This
standard requires employers who provide benefits to former employees after
employment but before retirement to accrue such costs as the benefits
accumulate or vest. The Minerals Group has determined that the cumulative
effect of adopting SFAS 112 is immaterial.
14. RESTRUCTURING AND OTHER CHARGES
Operating results include restructuring and other charges of $78,633,000 in
1993 and $115,214,000 in 1991 which have been recognized in the statements of
operations.
149
The 1993 charges relate to mine closing costs including employee benefit costs
and certain other noncash charges, together with the estimated liabilities in
connection with previously reported litigation (the so-called "Evergreen Case")
brought against the Company and a number of its coal subsidiaries by the
trustees of certain pension and benefit trust funds established under
collective bargaining agreements with the UMWA (Note 18). These charges
impacted Coal and Mineral Ventures operating profit in the amount of
$70,713,000 and $7,920,000, respectively.
The charge in the Coal segment in 1993 consists of closing costs for mines
which were closed at the end of 1993 and for scheduled closures of mines in
early 1994, including employee severance and other benefit costs and estimated
liabilities regarding the Evergreen Case. The charge in the Mineral Ventures
segment in 1993 related to the write-down of the Minerals Group's investment in
the Uley graphite mine in Australia. Although reserve drilling of the Uley
property indicates substantial graphite deposits, processing difficulties,
depressed graphite prices which have remained significantly below the level
prevailing at the start of the project and an analysis of various technical and
marketing conditions affecting the project resulted in the determination that
the assets have been impaired and that loss recognition was appropriate.
Of the total amount of 1993 charges, $10,846,000 was for noncash write-downs of
assets and the remainder represents liabilities, of which $7,015,000 are
expected to be paid in 1994. The Minerals Group intends to fund any cash
requirements during 1994 and thereafter with anticipated cash flows from
operating activities with shortfalls, if any, financed through borrowings under
revolving credit agreements or short-term borrowing arrangements.
The 1991 charge impacted Coal segment operations and primarily related to costs
associated with coal mine shutdowns. Of the total charge, $14,415,000 was for
noncash asset write-downs.
15. OTHER INCOME AND EXPENSE
Other operating income includes gains aggregating $5,846,000 in 1991 from the
disposal of certain excess coal reserves which increased net income by $.51 per
share. In addition, other operating income primarily includes coal royalty
income generated from coal and natural gas properties owned by the Minerals
Group.
Other income includes gains aggregating $2,341,000 in 1992 and $11,102,000 in
1991 from the sale of investments in leveraged leases which increased net
income by $.37 per share in 1992 and $1.11 per share in 1991.
16. ACCOUNTING CHANGES
During 1991, the Minerals Group adopted two changes in accounting principles in
connection with the issuance of two accounting standards by the Financial
Accounting Standards Board. The effect of these changes on the statement of
operations as of January 1, 1991, the date of adoption, has been recognized as
the cumulative effect of accounting changes as follows:
(In thousands)
Accrual method of recognizing postretirement
benefits other than pensions, net of income
taxes (Note 13) ..................................... $(129,724)
Asset/liability method of recognizing income
taxes (Note 7) ...................................... 6,396
---------
Net expense ........................................... $(123,328)
=========
150
17. SEGMENT INFORMATION
Net sales by geographic area are as follows:
Years Ended December 31
---------------------------------
1993 1992 1991
-------- ------- -------
(In thousands)
United States:
Domestic customers .................. $359,748 314,092 234,957
Export customers in Europe .......... 132,753 136,636 113,082
Export customers in Japan ........... 84,195 96,090 99,840
Export customers in Brazil .......... 30,266 39,670 59,206
Other export customers .............. 65,282 71,383 75,015
-------- ------- -------
672,244 657,871 582,100
Australia ............................. 14,845 - -
-------- ------- -------
$687,089 657,871 582,100
======== ======= =======
The following is derived from the business segment information in the Company's
consolidated financial statements as it relates to the Minerals Group. See
Note 2, Related Party Transactions, for a description of the Company's policy
for corporate allocations.
The Minerals Group's portion of the Company's operating profit is as follows:
Years Ended December 31
---------------------------------
1993 1992 1991
-------- ------- -------
(In thousands)
United States* ........................ $(49,157) 35,713 (85,409)
Australia* ............................ (7,391) (2,164) (2,176)
-------- ------- -------
Minerals Group's portion of the
Company's segment operating profit .. (56,548) 33,549 (87,585)
Corporate expenses allocated to
the Minerals Group .................. (7,218) (8,554) (8,096)
Pension credit ........................ - 7,083 7,082
-------- ------- -------
Operating profit (loss) ............. $(63,766) 32,078 (88,599)
======== ======= =======
* Operating profit (loss) includes restructuring and other charges aggregating
$78,633,000 in 1993, of which $70,713,000 is included in the United States
and $7,920,000 is included in Australia, and $115,214,000 in 1991, all of
which is included in the United States (Note 14).
The Minerals Group's portion of the Company's assets at year end is as follows:
Years Ended December 31
---------------------------------
1993 1992 1991
-------- ------- -------
(In thousands)
United States ......................... $503,002 514,307 476,414
Australia ............................. 13,162 19,106 2,658
-------- ------- -------
Minerals Group's portion of the
Company's assets .................... 516,164 533,413 479,072
Minerals Group's portion of
corporate assets .................... 90,083 54,283 49,104
-------- ------- -------
Total Minerals Group's assets ....... $606,247 587,696 528,176
======== ======= =======
151
Industry segment information is as follows:
Years Ended December 31
----------------------------
1993 1992 1991
-------- ------- -------
(In thousands)
REVENUES:
Coal ................................................. $672,244 657,871 582,100
Mineral Ventures ..................................... 14,845 - -
-------- ------- -------
Total revenues ..................................... $687,089 657,871 582,100
======== ======= =======
OPERATING PROFIT (LOSS):
*Coal ................................................. $(48,246) 36,905 (84,124)
*Mineral Ventures ..................................... (8,302) (3,356) (3,461)
-------- ------- -------
Segment operating profit (loss) .................... (56,548) 33,549 (87,585)
Allocated general corporate expense .................. (7,218) (8,554) (8,096)
Pension credit ....................................... - 7,083 7,082
-------- ------- -------
Total operating profit (loss) ...................... $(63,766) 32,078 (88,599)
======== ======= =======
* Operating profit (loss) of the Coal segment includes restructuring and
other charges of $70,713,000 in 1993 and $115,214,000 in 1991 (Note 14).
Operating loss of the Mineral Ventures segment includes restructuring
and other charges of $7,920,000 in 1993 (Note 14).
CAPITAL EXPENDITURES:
Coal ................................................. $ 15,499 48,945 32,751
Mineral Ventures ..................................... 2,690 6,526 475
Allocated general corporate .......................... 47 70 869
-------- ------- -------
Total capital expenditures ......................... $ 18,236 55,541 34,095
======== ======= =======
DEPRECIATION, DEPLETION AND AMORTIZATION:
Coal ................................................. $ 25,679 22,961 16,180
Mineral Ventures ..................................... 1,779 3 8
Allocated general corporate .......................... 133 131 131
-------- ------- -------
Total depreciation, depletion and amortization ..... $ 27,591 23,095 16,319
======== ======= =======
ASSETS AT DECEMBER 31:
Coal ................................................. $499,494 513,826 475,924
Mineral Ventures ..................................... 16,670 19,587 3,148
-------- ------- -------
Identifiable assets ................................ 516,164 533,413 479,072
Allocated portion of the Company's corporate assets .. 90,083 54,283 49,104
-------- ------- -------
Total assets ....................................... $606,247 587,696 528,176
======== ======= =======
In 1993, 1992 and 1991, net sales to one customer of the Coal segment amounted
to $106,253,000, $86,319,000 and $51,823,000, respectively.
18. LITIGATION
In 1988, the trustees of certain pension and benefit trust funds established
under collective bargaining agreements with the UMWA brought an action (the
so-called "Evergreen Case") against the Company and a number of its coal
subsidiaries in the United States District Court for the District of Columbia,
claiming that the defendants are obligated to contribute to such trust funds in
accordance with the provisions of the 1988 National Bituminous Coal Wage
Agreement, to which neither the Company nor any of its subsidiaries is a
signatory. In January 1992, the Court issued an order granting summary
judgment in favor of the trustees on the issue of liability, which was
thereafter affirmed by the Court of Appeals. In June 1993 the United States
Supreme Court denied a petition for a writ of certiorari. The case has been
remanded to District Court, and damage and other issues remain to be decided.
In September 1993, the Company filed a motion seeking relief from the District
Court's grant of summary judgment based on, among other things, the Company's
allegations that plaintiffs improperly withheld evidence that directly refutes
plaintiffs' representations to the District Court and the Court of Appeals in
this case. In December 1993, that motion was denied.
152
In furtherance of its ongoing effort to identify other available legal options
for seeking relief from what it believes to be an erroneous finding of
liability in the Evergreen Case, the Company has filed suit against the
Bituminous Coal Operators Association and others to hold them responsible for
any damages sustained by the Company as a result of the Evergreen Case.
Although the Company is continuing that effort, the Company, following the
District Court's ruling in December 1993, recognized the potential liability
that may result from an adverse judgment in the Evergreen Case (Note 14). In
any event, any final judgment in the Evergreen Case will be subject to appeal.
As a result of the Health Benefit Act (Note 13), there is no continuing
liability in this case in respect of health benefit funding after February 1,
1993.
In April 1990 the Company entered into a settlement agreement to resolve
certain environmental claims against the Company arising from hydrocarbon
contamination at a petroleum terminal facility ("Tankport") in Jersey City, New
Jersey, which operations were sold in 1983. Under the settlement agreement,
the Company is obligated to pay 80% of the remediation costs. Based on data
available to the Company and its environmental consultants, the Company
estimates its portion of the cleanup costs on an undiscounted basis using
existing technologies to be between $4.5 million and $13.5 million over a
period of three to five years. Management is unable to determine that any
amount within that range is a better estimate due to a variety of
uncertainties, which include the extent of the contamination at the site, the
permitted technologies for remediation and the regulatory standards by which
the cleanup will be measured by the New Jersey Department of Environmental
Protection and Energy.
The Company commenced insurance coverage litigation in 1990, in the United
States District Court for the District of New Jersey, seeking a declaratory
judgment that all amounts payable by the Company pursuant to the Tankport
obligation were reimbursable under comprehensive general liability and
pollution liability policies maintained by the Company. Although the
underwriters have disputed this claim, management and its legal counsel believe
that recovery is probable of realization in the full amount of the claim. This
conclusion is based upon, among other things, the nature of the pollution
policies which were broadly designed to cover such contingent liabilities, the
favorable state of the law in the State of New Jersey (whose laws have been
found to control the interpretation of the policies), and numerous other
factual considerations which support the Company's analysis of the insurance
contracts and rebut many of the underwriters' defenses.
Accordingly, since management and its legal counsel believe that recovery is
probable of realization in the full amount of the claim, there is no net
liability in regard to the Tankport obligation.
19. COMMITMENTS
At December 31, 1993, the Minerals Group had contractual commitments to
purchase coal which is primarily used to blend with company mined coal. Based
on the contract provisions these commitments are currently estimated to
aggregate approximately $195,790,000 and expire from 1994 through 1998 as
follows:
(In thousands)
1994 ................................ $ 75,979
1995 ................................ 45,099
1996 ................................ 31,812
1997 ................................ 21,450
1998 ................................ 21,450
--------
$195,790
========
153
The 1994 amount includes a commitment of $23,250,000 relating to a purchase
contract with Addington Resources, Inc. ("Addington"). This contract was part
of the coal mining operations of Addington acquired in 1994 (Note 20). A new
commitment totaling $127,920,000 over approximately four years was entered into
with operations of Addington which were not part of the acquisition.
Purchases under the contracts were $81,069,000 in 1993, $74,331,000 in 1992,
$58,155,000 in 1991.
20. SUBSEQUENT EVENT
In January 1994, a wholly owned indirect subsidiary of the Company completed
the acquisition of substantially all of the coal mining operations and coal
sales contracts of Addington for $157 million, subject to certain purchase
price adjustments. The acquisition will be accounted for as a purchase;
accordingly, the purchase price has been allocated to the underlying assets and
liabilities based on their respective estimated fair values at the date of
acquisition. Such allocation has been based on preliminary estimates which may
be revised at a later date. The excess of the purchase price over the fair
value of the assets acquired and liabilities assumed was approximately $77
million.
The acquisition was financed by the issuance of $80.5 million of a new series
of the Company's preferred stock convertible into Minerals Stock, described
below, and additional debt under existing credit facilities. This financing
will be attributed to the Minerals Group. In March 1994, the additional debt
incurred for this acquisition was refinanced with a five-year term loan under
the New Facility (Note 8).
In January 1994, the Company issued 161,000 shares of its $31.25 Series C
Cumulative Convertible Preferred Stock, par value $10 per share (the
"Convertible Preferred Stock"). The Convertible Preferred Stock pays an annual
cumulative dividend of $31.25 per share payable quarterly, in cash, in arrears,
out of all funds of the Company legally available therefor, when, as and if
declared by the Board and bears a liquidation preference of $500 per share,
plus an amount equal to accrued and unpaid dividends thereon. Each share of
the Convertible Preferred Stock is convertible at the option of the holder at
any time after March 11, 1994, unless previously redeemed or, under certain
circumstances, called for redemption, into shares of Minerals Stock at a
conversion price of $32.175 per share of Minerals Stock, subject to adjustment
in certain circumstances. Except under certain circumstances, the Convertible
Preferred Stock is not redeemable prior to February 1, 1997. On and after such
date, the Company may at its option, redeem the Convertible Preferred Stock, in
whole or in part, for cash initially at a price of $521.875 per share, and
thereafter at prices declining ratably annually on each February 1 to an amount
equal to $500.00 per share on and after February 1, 2004, plus in each case an
amount equal to accrued and unpaid dividends on a date of redemption. Except
under certain circumstances or as prescribed by Virginia law, shares of the
Convertible Preferred Stock are nonvoting.
154
The following table presents, on a pro forma basis, a condensed consolidated
balance sheet of the Minerals Group at December 31, 1993, giving effect to the
acquisition as if it had occurred on that date.
Pro Forma
December 31,
1993
------------
(Unaudited) (In thousands)
Current assets ....................... $203,872
Net property, plant and equipment .... 268,394
Intangibles .......................... 76,922
Other assets ......................... 314,676
--------
$863,864
========
Current liabilities .................. $215,281
Long-term debt ....................... 79,916
Other long-term liabilities .......... 515,813
Shareholder's equity ................. 52,854
--------
$863,864
========
The acquisition will be included in the Minerals Group's statements of
operations beginning in 1994. The following pro forma results, however, assume
that the acquisition had occurred at the beginning of 1993. The unaudited pro
forma data below are not necessarily indicative of results that would have
occurred if the transaction were in effect for the year ended December 31,
1993, nor are they indicative of the future results of operations of the
Minerals Group.
Pro Forma
Year Ended
December 31,
1993
------------
(In thousands,
(Unaudited) except per share data)
Net sales ............................ $958,688
========
Net loss ............................. $(17,357)
========
Pittston Minerals Group:
Net loss attributable to common
shares ........................... $(22,388)
========
Net loss per common share .......... $ (3.03)
========
Average common shares outstanding .. 7,381
========
155
21. SELECTED QUARTERLY FINANCIAL DATA (UNAUDITED)
Tabulated below are certain data for each quarter of 1993 and 1992.
1st 2nd 3rd 4th
-------- ------- ------- --------
(In thousands, except per share amounts)
1993 QUARTERS:
Net sales ......................... $ 167,991 174,457 169,040 175,601
Gross profit ...................... 10,223 10,088 10,406 12,124
Net income (loss) ................. $ 2,742 3,170 5,932 (44,824)
Per Pittston Minerals Group Common
Share:
Net income (loss) ................. $ .38 .43 .80 (5.98)
1992 QUARTERS:
Net sales ......................... $ 168,244 160,897 168,714 160,016
Gross profit ...................... 11,554 15,936 13,815 12,247
Net income ........................ $ 4,440 6,602 5,862 4,906
Per Pittston Minerals Group Common
Share:
Net income ........................ $ .59 .89 .79 .67
Net income (loss) includes fourth quarter 1993 restructuring and other charges
of $78,633,000 (Note 14).
Net income in the fourth quarter of 1992 includes gains of $2,341,000 from the
sale of leveraged leases (Note 15).
156
Item 9: Changes in and Disagreements with Accountants
on Accounting and Financial Disclosure
Not applicable.
157
PART III
Item 10: Directors and Executive Officers of the
Registrant
The information required by this Item regarding directors is incorporated
by reference to Pittston's definitive proxy statement to be filed pursuant to
Regulation 14A within 120 days after December 31, 1993. The information
regarding executive officers is included in this report following Item 4, under
the caption "Executive Officers of the Registrant."
Item 11: Executive Compensation
Item 12: Security Ownership of Certain Beneficial Owners and Management
Item 13: Certain Relationships and Related Transactions
The information required by Items 11 through 13 is incorporated by
reference to Pittston's definitive proxy statement to be filed pursuant to
Regulation 14A within 120 days after December 31, 1993.
158
PART IV
Item 14: Exhibits, Financial Statement Schedules and
Reports on Form 8-K
(a) 1. All financial statements - see index to financial statements and
schedules
2. Financial statement schedules - see index to financial statements
and schedules
3. Exhibits - see exhibit index
(b) Reports on Form 8-K were filed as follows:
1. Report filed December 13, 1993, with respect to amendment of the
Company's bylaws.
2. Report filed December 20, 1993, with respect to the Company's
announcement of the acquisition of Addington Resources, Inc.
3. Report filed December 22, 1993, with respect to the Company's
acquisition of Addington Resources, Inc.
Undertaking
For the purposes of complying with the amendments to the rules governing
Form S-8 (effective July 13, 1990) under the Securities Act of 1933, the
undersigned Registrant hereby undertakes as follows, which undertaking shall be
incorporated by reference into Registrant's Registration Statements on Form S-8
Nos. 2-64258, 33-2039, 33-21393, 33-23333 and 33-69040:
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Securities Act of 1933 and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment by
the Registrant of expenses incurred or paid by a director, officer or
controlling person of the Registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the Registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.
159
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the Registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized, on March 30, 1994.
The Pittston Company
(Registrant)
By J. C. Farrell
(J. C. Farrell, Chairman of
the Board, President and
Chief Executive Officer)
Pursuant to the requirements of the Securities Exchange Act
of 1934, this report has been signed below by the following persons on
behalf of the Registrant and in the capacities indicated, on March 30,
1994.
Signatures Title
R. G. Ackerman* Director
M. J. Anton* Director
J. R. Barker* Director
J. L. Broadhead* Director
W. F. Craig* Director
J. C. Farrell Director and Chairman of
(J. C. Farrell) the Board, President and
Chief Executive Officer
(principal executive officer)
C. F. Haywood* Director
E. G. Jordan* Director
D. L. Marshall* Director and Vice Chairman of
the Board
G. R. Rogliano Vice President -Controllership
(G. R. Rogliano) and Taxes (principal accounting
officer)
R. H. Spilman* Director
R. G. Stone, Jr.* Director
A. H. Zimmerman* Director
*By J. C. Farrell
(J. C. Farrell, Attorney-in-Fact)
The Registrant does not have any designated principal financial officer.
160
Index to Financial Statements and Schedules
THE PITTSTON COMPANY AND SUBSIDIARIES
Statement of Management Responsibility
Independent Auditors' Report
Consolidated Balance Sheets
Consolidated Statements of Operations
Consolidated Statements of Shareholders' Equity
Consolidated Statements of Cash Flows
Notes to Consolidated Financial Statements
PITTSTON SERVICES GROUP
Statement of Management Responsibility
Independent Auditors' Report
Consolidated Balance Sheets
Consolidated Statements of Operations
Consolidated Statements of Cash Flows
Notes to Consolidated Financial Statements
PITTSTON MINERALS GROUP
Statement of Management Responsibility
Independent Auditors' Report
Consolidated Balance Sheets
Consolidated Statements of Operations
Consolidated Statements of Cash Flows
Notes to Consolidated Financial Statements
Financial Statement Schedules:
Independent Auditors' Report on Financial
Statement Schedules
THE PITTSTON COMPANY AND SUBSIDIARIES
V - Property, Plant and Equipment
161
VI - Accumulated Depreciation, Depletion and
Amortization of Property, Plant and Equipment
VIII - Valuation and Qualifying Accounts
IX - Short-term Borrowings
X - Supplementary Income Statement Information
PITTSTON SERVICES GROUP
VIII - Valuation and Qualifying Accounts
IX - Short-term Borrowings
X - Supplementary Income Statement Information
PITTSTON MINERALS GROUP
V - Property, Plant and Equipment
VI - Accumulated Depreciation, Depletion and
Amortization of Property, Plant and Equipment
X - Supplementary Income Statement Information
Schedules other than those listed above are omitted because they are not
applicable or not required, or the information is included elsewhere in the
financial statements.
162
INDEPENDENT AUDITORS' REPORT
THE BOARD OF DIRECTORS AND SHAREHOLDERS
THE PITTSTON COMPANY
Under date of January 24, 1994, we reported on the consolidated balance sheets
of The Pittston Company and subsidiaries (the "Company") as of December 31,
1993 and 1992, and the related consolidated statements of operations,
shareholders' equity and cash flows for each of the years in the three-year
period ended December 31, 1993, the balance sheets of Pittston Services Group
as of December 31, 1993 and 1992, and the related statements of operations and
cash flows for each of the years in the three-year period ended December 31,
1993, and the balance sheets of Pittston Minerals Group as of December 31, 1993
and 1992, and the related statements of operations and cash flows for each of
the years in the three-year period ended December 31, 1993, as contained in the
1993 Annual Report on Form 10-K of The Pittston Company. In connection with
our audits of the aforementioned financial statements, we also audited the
related financial statement schedules listed in the accompanying index. These
financial statement schedules are the responsibility of the Company's
management. Our responsibility is to express an opinion on these financial
statement schedules based on our audits.
In our opinion, the Company's financial statement schedules, when considered in
relation to the basic consolidated financial statements of the Company taken as
a whole, and the Groups' financial statement schedules, when considered in
relation to the respective basic financial statements of Pittston Services
Group and Pittston Minerals Group taken as a whole, present fairly, in all
material respects, the information set forth therein.
Our reports for Pittston Services Group and Pittston Minerals Group contain an
explanatory paragraph that states that the financial statements of Pittston
Services Group and Pittston Minerals Group should be read in connection with
the audited consolidated financial statements of the Company.
As discussed in Notes 4 and 16 to the consolidated financial statements of the
Company, and Note 4 and 14 to the financial statements of Pittston Services
Group, the Company and Pittston Services Group changed their methods of
accounting for capitalizing subscriber installation costs in 1992. As
discussed in Notes 6, 13 and 16 to the consolidated financial statements of the
Company, Notes 7, 12 and 14 to the financial statements of Pittston Services
Group, and Notes 7, 13 and 16 to the financial statements of Pittston Minerals
Group, the Company, Pittston Services Group and Pittston Minerals Group changed
their methods of accounting for income taxes and accounting for postretirement
benefits other than pensions in 1991.
/s/ KPMG Peat Marwick
KPMG PEAT MARWICK
Stamford, Connecticut
January 24, 1994
163
THE PITTSTON COMPANY AND SUBSIDIARIES
SCHEDULE V - PROPERTY, PLANT AND EQUIPMENT
Years Ended December 31, 1993, 1992 and 1991
(In thousands of dollars)
Column A Column B Column C Column D
- ---------------------------- -------- ----------------------- --------
Balance at
beginning Additions Amounts at Retire-
Classification of period at cost acquisition ments
- ---------------------------- --------- --------- ----------- --------
Year Ended December 31, 1993
- ----------------------------
Bituminous coal lands..... $ 112,356 7,722 - (13,119)
Land, other than coal
lands.................... 15,042 - - (1,089)
Buildings.................. 38,928 3,959 - (1,664)
Machinery and equipment.... 626,739 76,780 - (93,043)
--------- ------ ----- --------
$ 793,065 88,461 - (108,915)
========= ====== ===== ========
Year Ended December 31, 1992
- ----------------------------
Bituminous coal lands..... $ 96,478 16,269 2,710 (1,561)
Land, other than coal
lands.................... 9,260 400 - (1)
Buildings.................. 37,967 1,467 - (28)
Machinery and equipment.... 585,704 90,018 38 (39,358)
--------- ------ ----- --------
$ 729,409 108,154 2,748 (40,948)
========= ====== ===== ========
Year Ended December 31, 1991
- ----------------------------
Bituminous coal lands..... $ 81,367 8,800 - (3,368)
Land, other than coal
lands.................... 11,897 77 - (400)
Buildings.................. 42,030 1,662 - (195)
Machinery and equipment.... 575,818 68,037 - (64,871)
--------- ------ ----- --------
$ 711,112 78,576 - (68,834)
========= ====== ===== ========
Column A Column E Column F
- ---------------------------- --------------------------------------- --------
Other changes - Add (Deduct)
---------------------------------------
Foreign Transfers Transfers Balance at
currency between from other end of
Classification translation classes accounts Other period
- ---------------------------- ------ ------ ------ ------ -------
Year Ended December 31, 1993
- ----------------------------
Bituminous coal lands..... - (1,365) - 13,350 (a) 118,944
Land, other than coal
lands................... (58) (2,683) - - 11,212
Buildings................. (252) (14) (119) - 40,838
Machinery and equipment... (3,778) 4,062 600 - 611,360
------ ------ ------ ------ -------
(4,088) - 481 13,350 782,354
====== ====== ====== ====== =======
Year Ended December 31, 1992
- ----------------------------
Bituminous coal lands..... - - (1,540) - 112,356
Land, other than coal
lands................... (64) 5,564 (117) - 15,042
Buildings................. (617) 132 7 - 38,928
Machinery and equipment... (6,502) (5,696) 2,535 - 626,739
------ ------ ------ ------ -------
(7,183) - 885 - 793,065
====== ====== ====== ====== =======
Year Ended December 31, 1991
- ----------------------------
Bituminous coal lands..... (12) 3,130 6,561 - 96,478
Land, other than coal
lands................... (31) (3,190) 907 - 9,260
Buildings................. (86) (5,687) 243 - 37,967
Machinery and equipment... (3,503) 5,747 4,476 - 585,704
------ ------ ------ ------ -------
(3,632) - 12,187 - 729,409
====== ====== ====== ====== =======
(a) Amount represents the reserves received as partial payment from the sale of
assets of a coal subsidiary.
164
THE PITTSTON COMPANY AND SUBSIDIARIES
SCHEDULE VI - ACCUMULATED DEPRECIATION, DEPLETION AND
AMORTIZATION OF PROPERTY, PLANT AND EQUIPMENT
Years Ended December 31, 1993, 1992 and 1991
(In thousands of dollars)
Column A Column B Column C Column D Column E Column F
- ---------------------------- ------------ ------------------------ ------------ ------------------------------------- --------------
Other changes - Add (Deduct)
Charged -------------------------------------
Balance at to costs Foreign Transfers Transfers Balance at
beginning and Amounts at Retire- currency between from other end of
Classification of period expenses acquisition ments translation classes accounts period
- ---------------------------- ------------ ----------- ------------ ------------ ------------ ----------- ------------ --------------
Year ended December 31, 1993
- ----------------------------
Bituminous coal lands....... $ 41,963 9,003 - (6,343) - - - 44,623
Buildings................... 18,164 1,384 - (1,326) (76) (5) (18) 18,123
Machinery and equipment..... 356,066 53,566 - (57,818) (2,122) 5 90 349,787
------------ ----------- ------------ ------------ ------------ ----------- ------------ --------------
$ 416,193 63,953 - (65,487) (2,198) - 72 412,533
============ =========== ============ ============ ============ =========== ============ ==============
Year ended December 31, 1992
- ----------------------------
Bituminous coal lands....... $ 36,100 7,483 - (843) - (777) - 41,963
Buildings................... 16,984 1,313 - (22) (145) (234) 268 18,164
Machinery and equipment..... 344,093 48,495 - (33,920) (3,214) 1,011 (399) 356,066
------------ ----------- ------------ ------------ ------------ ----------- ------------ --------------
$ 397,177 57,291 - (34,785) (3,359) - (131) 416,193
============ =========== ============ ============ ============ =========== ============ ==============
Year ended December 31, 1991
- ----------------------------
Bituminous coal lands....... $ 33,201 3,507 - (608) - - - 36,100
Buildings................... 16,874 1,277 - (64) - (1,125) 22 16,984
Machinery and equipment..... 341,689 48,275 - (45,488) (2,115) 1,125 607 344,093
------------ ----------- ------------ ------------ ------------ ----------- ------------ --------------
$ 391,764 53,059 - (46,160) (2,115) - 629 397,177
============ =========== ============ ============ ============ =========== ============ ==============
165
THE PITTSTON COMPANY AND SUBSIDIARIES
SCHEDULE VIII - VALUATION AND QUALIFYING ACCOUNTS
Years Ended December 31, 1993, 1992 and 1991
(In thousands of dollars)
Column A Column B Column C Column D Column E
- --------------------------- ----------------------- -------- -------- --------
Additions
-----------------------
Balance at Charged to Charged to Balance at
beginning costs and other end of
Description of period expenses accounts Deductions period
- ---------------------------- --------- ---------- -------- ---------- ---------
Year Ended December 31, 1993
- ----------------------------
Estimated uncollectible
amount of notes and 551 (A)
accounts receivable..... $ 15,930 6,880 944 (B) 8,265 (C) 16,040
========= ===== ===== ===== ======
Year Ended December 31, 1992
- ----------------------------
Estimated uncollectible
amount of notes and 814 (A)
accounts receivable..... $ 15,984 4,058 852 (B) 5,778 (C) 15,930
========= ===== ===== ===== ======
Year Ended December 31, 1991
- ----------------------------
Estimated uncollectible
amount of notes and 880 (A)
accounts receivable..... $ 18,830 4,015 1,101 (B) 8,842 (C) 15,984
========= ===== ===== ===== ======
Notes:
(A) Amounts recovered
(B) Amounts reclassified from other accounts
(C) Accounts written off
166
THE PITTSTON COMPANY AND SUBSIDIARIES
SCHEDULE IX - SHORT-TERM BORROWINGS
Years Ended December 31, 1993, 1992 and 1991
(In thousands of dollars)
Column A Column B Column C Column D Column E Column F
- ------------------------------- ------------ ------------- ------------ ------------ ------------
Maximum Average Weighted
Weighted amount amount average
Balance average outstanding outstanding interest rate
Category of aggregate at end of interest during the during the during the
short-term borrowings period rate (1) period (2) period (3) period (4)
- ------------------------------- ------------ ------------- ------------ ------------ ------------
Year ended December 31, 1993:
Bank borrowings.............. $9,546 11.63% $12,372 $8,768 13.55%
Year ended December 31, 1992:
Bank borrowings.............. $7,084 11.87% $7,084 $4,362 11.92%
Year ended December 31, 1991:
Bank borrowings.............. $2,222 11.61% $9,968 $5,815 12.77%
(1) Represents weighted average interest rate at end of period.
(2) Represents maximum amount outstanding at any month-end.
(3) The average amount outstanding during the period was computed by
dividing the total of the daily outstanding principal balances by 365.
(4) The weighted average interest rate during the period was computed by
dividing interest expense by avereage short-term debt outstanding.
Borrowings and interest rates relate to foreign operations for all
years.
167
THE PITTSTON COMPANY AND SUBSIDIARIES
SCHEDULE X - SUPPLEMENTARY INCOME STATEMENT INFORMATION
YEARS ENDED DECEMBER 31, 1993, 1992 AND 1991
(IN THOUSANDS OF DOLLARS)
Column A Column B
---------------------- ---------------------------------
Charged to costs
Item and expenses
---------------------- ---------------------------------
1993 1992 1991
------ ------ ------
Maintenance and repairs............... $134,111 119,843 105,337
======== ======= =======
Taxes, other than payroll
and income taxes:
Pneumoconiosis (black lung) tax... $ 13,856 14,927 13,873
All other......................... 42,283 45,945 40,074
-------- ------ ------
$ 56,139 60,872 53,947
======== ======= =======
168
PITTSTON SERVICES GROUP
SCHEDULE VIII - VALUATION AND QUALIFYING ACCOUNTS
Years Ended December 31, 1993, 1992 and 1991
(In thousands of dollars)
Column A Column B Column C Column D Column E
- ---------------------------- --------- ---------------------- ---------- ---------
Additions
----------------------
Balance at Charged to Charged to Balance at
beginning costs and other end of
Description of period expenses accounts Deductions period
- ---------------------------- --------- ---------- ---------- ---------- ----------
Year Ended December 31, 1993
- ----------------------------
Estimated uncollectible
amount of notes and 551 (A)
accounts receivable........$14,133 6,352 695 (B) 7,986 (C) 13,745
======= ===== ========= ========= ======
Year Ended December 31, 1992
- ----------------------------
Estimated uncollectible
amount of notes and 814 (A)
accounts receivable........$14,223 3,897 852 (B) 5,653 (C) 14,133
======= ===== ========= ========= ======
Year Ended December 31, 1991
- ----------------------------
Estimated uncollectible
amount of notes and 1,113 (A)
accounts receivable........$16,996 3,771 1,101 (B) 8,758 (C) 14,223
======= ===== ========= ========= ======
Notes:
(A) Amounts recovered
(B) Amounts reclassified from other accounts
(C) Accounts written off
169
PITTSTON SERVICES GROUP
SCHEDULE IX - SHORT-TERM BORROWINGS
YEARS ENDED DECEMBER 31, 1993, 1992 AND 1991
(In thousands of dollars)
Column A Column B Column C Column D Column E Column F
- ------------------------------- ------------ ------------- ------------ ------------ ------------
Maximum Average Weighted
Weighted amount amount average
Balance average outstanding outstanding interest rate
Category of aggregate at end of interest during the during the during the
short-term borrowings period rate (1) period (2) period (3) period (4)
- ------------------------------- ------------ ------------- ------------ ------------ ------------
Year ended December 31, 1993:
Bank borrowings.............. $9,546 11.63% $12,372 $8,768 13.55%
Year ended December 31, 1992:
Bank borrowings.............. $7,084 11.87% $7,084 $4,362 11.92%
Year ended December 31, 1991:
Bank borrowings.............. $2,222 11.61% $9,968 $5,815 12.77%
(1) Represents weighted average interest rate at end of period.
(2) Represents maximum amount outstanding at any month-end.
(3) The average amount outstanding during the period was computed by
dividing the total of the daily outstanding principal balances by 365.
(4) The weighted average interest rate during the period was computed by
dividing interest expense by avereage short-term debt outstanding.
Borrowings and interest rates relate to foreign operations for all
years.
170
PITTSTON SERVICES GROUP
SCHEDULE X SUPPLEMENTARY INCOME STATEMENT INFORMATION
YEARS ENDED DECEMBER 31, 1993, 1992 AND 1991
(In thousands of dollars)
Column A Column B
- ---------------------------------------- --------------------------------
Charged to costs
Item and expenses
- ---------------------------------------- --------------------------------
1993 1992 1991
---------- ---------- ----------
Maintenance and repairs................. $ 59,535 47,670 41,184
========== ========== ==========
Taxes, other than payroll
and income taxes...................... $ 17,147 19,393 18,672
========== ========== ==========
171
PITTSTON MINERALS GROUP
SCHEDULE V - PROPERTY, PLANT AND EQUIPMENT
Years Ended December 31, 1993, 1992 and 1991
(In thousands of dollars)
Column A Column B Column C Column D
- ---------------------------- --------- ------------------------ --------
Balance at
beginning Additions Amounts at Retire-
Classification of period at cost acquisition ments
- ---------------------------- --------- --------- ----------- --------
Year Ended December 31, 1993
- ----------------------------
Bituminous coal lands..... $ 112,356 7,722 - (13,119)
Land, other than coal
lands................... 11,201 - - (1,089)
Buildings................. 12,145 57 - (1,656)
Machinery and equipment... 295,743 10,457 - (60,102)
--------- ------ ------ -------
$ 431,445 18,236 - (75,966)
========= ====== ====== =======
Year Ended December 31, 1992
- ----------------------------
Bituminous coal lands..... $ 96,478 16,269 2,710 (1,561)
Land, other than coal
lands................... 5,754 - - (1)
Buildings................. 12,011 118 - (27)
Machinery and equipment... 282,422 39,154 - (22,118)
--------- ------ ------ -------
$ 396,665 55,541 2,710 (23,707)
========= ====== ====== =======
Year Ended December 31, 1991
- ----------------------------
Bituminous coal lands..... $ 81,367 8,800 - (3,368)
Land, other than coal
lands................... 8,726 50 - (386)
Buildings................. 11,802 15 - (124)
Machinery and equipment... 301,002 25,230 - (44,658)
--------- ------ ------ -------
$ 402,897 34,095 - (48,536)
========= ====== ====== =======
Column A Column E Column F
- ---------------------------- ----------------------------------------------------- --------
Other changes - Add (Deduct)
-----------------------------------------------------
Foreign Transfers Transfers Balance at
currency between from other end of
Classification translation classes accounts Other period
- ---------------------------- ----------- -------- ---------- ------ ----------
Year Ended December 31, 1993
- ----------------------------
Bituminous coal lands..... - (1,365) - 13,350(a) 118,944
Land, other than coal
lands................... - (2,683) (15) - 7,414
Buildings................. - (6) (16) - 10,524
Machinery and equipment... (130) 4,054 288 - 250,310
------ ------ ------ ------ -------
(130) - 257 13,350 387,192
====== ====== ====== ====== =======
Year Ended December 31, 1992
- ----------------------------
Bituminous coal lands..... - - (1,540) - 112,356
Land, other than coal
lands................... - 5,564 (116) - 11,201
Buildings................. - 40 3 - 12,145
Machinery and equipment... (630) (5,604) 2,519 - 295,743
------ ------ ------ ------ -------
(630) - 866 - 431,445
====== ====== ====== ====== =======
Year Ended December 31, 1991
- ----------------------------
Bituminous coal lands..... (12) 3,130 6,561 - 96,478
Land, other than coal
lands................... - (3,182) 546 - 5,754
Buildings................. - 318 - - 12,011
Machinery and equipment... - (266) 1,114 - 282,422
------ ------ ------ ------ -------
(12) - 8,221 - 396,665
====== ====== ====== ====== =======
(a) Amount represents the reserves received as partial payment from the sale of
assets of a coal subsidiary.
172
PITTSTON MINERALS GROUP
SCHEDULE VI - ACCUMULATED DEPRECIATION, DEPLETION AND
AMORTIZATION OF PROPERTY, PLANT AND EQUIPMENT
Years Ended December 31, 1993, 1992 and 1991
(In thousands of dollars)
Column A Column B Column C Column D Column E Column F
- ---------------------------- -------- ---------------------- -------- ---------------------------------- ----------
Other Changes - Add (Deduct)
Charged ----------------------------------
Balance at to costs Foreign Transfers Transfers Balance at
beginning and Amounts at Retire- currency between from other end of
Classification of period expenses acquisition ments translation classes accounts period
- ---------------------------- --------- -------- ----------- ------ ----------- --------- ---------- ----------
Year Ended December 31, 1993
- ----------------------------
Bituminous coal lands..... $ 41,963 9,003 - (6,343) - - - 44,623
Buildings................. 7,860 436 - (1,279) - (2) (8) 7,007
Machinery and equipment... 174,486 13,806 - (34,429) (2) 2 (46) 153,817
--------- ------ ------ ------- ------ ------ ------ -------
$ 224,309 23,245 - (42,051) (2) - (54) 205,447
========= ====== ====== ======= ====== ====== ====== =======
Year Ended December 31, 1992
- ----------------------------
Bituminous coal lands..... $ 36,100 7,483 - (843) - (777) - 41,963
Buildings................. 7,681 435 - (22) - (234) - 7,860
Machinery and equipment... 181,435 11,350 - (19,045) - 1,011 (265) 174,486
--------- ------ ------ ------- ------ ------ ------ -------
$ 225,216 19,268 - (19,910) - - (265) 224,309
========= ====== ====== ======= ====== ====== ====== =======
Year Ended December 31, 1991
- ----------------------------
Bituminous coal lands..... $ 33,201 3,507 - (608) - - - 36,100
Buildings................. 7,279 466 - (64) - - - 7,681
Machinery and equipment... 201,220 12,026 - (31,811) - - - 181,435
--------- ------ ------ ------- ------ ------ ------ -------
$ 241,700 15,999 - (32,483) - - - 225,216
========= ====== ====== ======= ====== ====== ====== =======
173
PITTSTON MINERALS GROUP
SCHEDULE X SUPPLEMENTARY INCOME STATEMENT INFORMATION
Years Ended December 31, 1993, 1992 and 1991
(In thousands of dollars)
Column A Column B
- ------------------------------------- ----------------------------------
Charged to costs
Item and expenses
- ------------------------------------- ----------------------------------
1993 1992 1991
------ ------ ------
Maintenance and repairs.............. $74,576 72,173 64,153
======= ====== ======
Taxes, other than payroll
and income taxes:
Gross receipts tax............... $14,498 15,219 12,873
Pneumoconiosis (black lung) tax.. 13,856 14,927 13,873
Property taxes................... 6,179 6,905 4,831
All other........................ 4,459 4,428 3,698
------- ------ ------
$38,992 41,479 35,275
------- ------ ------
Royalties............................ $14,338 13,023 9,062
======= ====== ======
174
Exhibit Index
Exhibit
Number Description
Each Exhibit listed below that is followed by a reference to a previously filed
document is hereby incorporated by reference to such document.
3(a) The Registrant's Restated Articles of
Incorporation. Exhibit 3(a) to the
Registrant's report on Form 8-K dated
January 14, 1994.
3(b) The Registrant's Bylaws, as amended. Exhibit
3(b) to the Registrant's report on Form 8-K
dated December 3, 1993.
4(a) (i) Rights Agreement (the "Rights Agreement")
dated as of September 11, 1987, between the
Registrant and Chemical Bank, as successor
Rights Agent. Exhibit 1 to the Registrant's
Registration Statement on Form 8-A filed
September 15, 1987 (the "Form 8-A").
(ii) Amendment No. 1 dated as of December 12,
1988, to the Rights Agreement. Exhibit 4 to
Amendment No. 2 on Form 8 to the Form 8-A
filed February 15, 1989.
(iii) Amendment No. 2 dated as of
October 16, 1989, to the Rights Agreement.
Exhibit 4(c)(iii) to the Registrant's
Annual Report on Form 10-K for the year
ended December 31, 1989 (the "1989 Form
10-K").
(iv) Form of Right Certificate. Exhibit 3
to the Form 8-A.
Instruments defining the rights of holders
of long-term debt of the Registrant and its
consolidated subsidiaries have been omitted
because the amount of debt under any such
instrument does not exceed 10% of the total
assets of the Registrant and its consolidated
subsidiaries. The Registrant agrees to
furnish a copy of any such instrument to
the Commission upon request.
175
10(a)* The Registrant's 1979 Stock Option Plan, as
amended. Exhibit 10(a) to the Registrant's
Annual Report on Form 10-K for the year ended
December 31, 1992 (the "1992 Form 10-K").
10(b)* The Registrant's 1985 Stock Option Plan,
as amended. Exhibit 10(b) to the 1992
Form 10-K.
10(c)* The Registrant's Key Employees Incentive
Plan, as amended. Exhibit 10(c) to the Regi-
strant's Annual Report on Form 10-K for the
year ended December 31, 1991 (the "1991 Form
10-K").
10(d)* The Registrant's Pension Equalization Plan,
as amended. Exhibit 10(d) to the
Registrant's Annual Report on Form 10-K for
the year ended December 31, 1990 (the "1990
Form 10-K").
10(e)* The Registrant's Executive Salary
Continuation Plan. Exhibit 10(e) to the
1991 Form 10-K.
10(f)* The Registrant's 1988 Stock Option Plan,
as amended.
10(g)* The Registrant's Non-Employee Directors'
Stock Option Plan.
10(h)* (i) Employment Agreement dated as of May 1,
1993, between the Registrant and J. C.
Farrell. Exhibit 10 to the Registrant's
Quarterly Report on Form 10-Q for the quarter
ended March 31, 1993.
(ii) Amendment No. 1 to Employment Agreement
dated as of May 1, 1993, between the
Registrant and J. C. Farrell.
10(i)* (i) Employment agreement dated September 1,
1992, between the Registrant and D. L.
Marshall. Exhibit 10(h) to the Registrant's
Quarterly Report on Form 10-Q for the quarter
ended September 30, 1992.
(ii) Supplemental retirement benefit
agreement dated July 12, 1991 between
the Registrant and D. L. Marshall.
Exhibit 10(i)(iii) to the 1991 Form 10-K.
176
10(j)* Supplemental retirement benefit agreement
dated as of October 1, 1989, between the
Registrant and R. D. Duke. Exhibit 10(b)
to the Second Quarter 1990 Form 10-Q.
10(k)* (i) Form of change in control employment
agreement between the Registrant and Messrs.
Farrell and Marshall. Exhibit 10(j) to the
1987 Form 10-K.
(ii) Form of change in control employment
agreement between the Registrant and two
of its officers. Exhibit 10(l)(ii) to
the 1989 Form 10-K.
(iii) Form of change in control employment
agreement between the Registrant (or a
subsidiary) and seven of the Registrant's
officers. Exhibit 10(l)(iii) to the 1989
Form 10-K.
(iv) Form of letter agreement amending change
in control employment agreements between the
Registrant (or a subsidiary) and seven of the
Registrant's officers.
10(l)* Form of Indemnification Agreement entered
into by the Registrant with its directors
and officers. Exhibit 10(l) to the 1991
Form 10-K.
10(m)* Registrant's Retirement Plan for
Non-Employee Directors. Exhibit 10(n)
to the 1989 Form 10-K.
10(n)* Registrant's Amended and Restated Plan for
Deferral of Directors' Fees. Exhibit 10(o)
to the 1989 Form 10-K.
10(o) (i) Participation Agreement (the
"Participation Agreement") dated as of
December 19, 1985, among Burlington Air
Express Inc. (formerly, Burlington
Northern Air Freight Inc. and Burlington
Air Express USA Inc.) ("Burlington"), the
loan participants named therein (the "Loan
Participants"), Manufacturers Hanover
Leasing Corporation, as Owner Participant
(the "Owner Participant"), The Connecticut
National Bank, as Indenture Trustee (the
"Indenture Trustee") and Meridian Trust
Company, as Owner Trustee (the "Owner
Trustee"). Exhibit 10(p)(i) to the
177
Registrant's Annual Report on Form 10-K
for the year ended December 31, 1988
(the "1988 Form 10-K").
(ii) Trust Agreement (the "Trust Agreement")
dated as of December 19, 1985, between the
Owner Participant and the Owner Trustee.
Exhibit 10(p)(ii) to the 1988 Form 10-K.
(iii) Trust Indenture and Mortgage (the
"Trust Indenture and Mortgage") dated
December 19, 1985, between the Owner
Trustee, as Mortgagor, and the Indenture
Trustee, as Mortgagee (the "Mortgagee").
Exhibit 10(p)(iii) to the 1988 Form 10-K.
(iv) Lease Agreement (the "Lease Agreement")
dated as of December 19, 1985, between the
Owner Trustee, as Lessor, and Burlington,
as Lessee. Exhibit 10(p)(iv) to the
1988 Form 10-K.
(v) Tax Indemnity Agreement (the "Tax
Indemnity Agreement") dated as of
December 19, 1985, between the Owner
Participant and Burlington, including
Amendment No. 1 dated March 10, 1986.
Exhibit 10(p)(v) to the 1988 Form 10-K.
(vi) Guaranty (the "Guaranty") dated as of
December 19, 1985, by the Registrant.
Exhibit 10(p)(vi) to the 1988 Form 10-K.
(vii) Trust Agreement and Mortgage Supplement
Nos. 1 through 4, dated December 23 and 30,
1985 and March 10 and May 8, 1986, between
the Owner Trustee, as Mortgagor, and the
Indenture Trustee, as Mortgagee, including
Amendment No. 1 dated as of October 1, 1986
to Trust Agreement and Mortgage Supplement
Nos. 3 and 4. Exhibit 10(p)(vii) to the
1988 Form 10-K.
(viii) Lease Supplements Nos. 1 through 4
dated December 23 and 30, 1985 and March 10
and May 8, 1986, between the Owner Trustee,
as Lessor, and Burlington, as Lessee,
including Amendment No. 1 dated as of
October 1, 1986 to Lease Supplements
Nos. 3 and 4. Exhibit 10(p)(viii) to the
1988 Form 10-K.
(ix) Letter agreement dated March 10, 1986,
among the Owner Participant, the Mortgagee,
178
the Owner Trustee, the Loan Participants,
Burlington and the Registrant, amending the
Lease Agreement, the Trust Indenture and
Mortgage and the Participation Agreement.
Exhibit 10(p)(ix) to the 1988 Form 10-K.
(x) Letter agreement dated as of May 8, 1986,
among the Owner Participant, the Mortgagee,
the Owner Trustee, the Loan Participants,
Burlington and the Registrant, amending the
Participation Agreement. Exhibit 10(p)(x)
to the 1988 Form 10-K.
(xi) Letter agreement dated as of May 25,
1988, between the Owner Trustee, as Lessor,
and Burlington, as Lessee, amending the Lease
Agreement. Exhibit 10(p)(xi) to the 1988
Form 10-K.
(xii) Partial Termination of Lease, dated
September 18, 1992, between the Owner
Trustee, as Lessor, and Burlington, as
Lessee, amending the Lease Agreement.
Exhibit 10 (o) (xii) to the 1992 Form 10-K.
(xiii) Partial Termination of Trust Indenture
and Mortgage, dated September 18, 1992,
between the Indenture Trustee, as Mortgagee,
and the Owner Trustee, as Mortgagor, amending
the Trust Indenture and Mortgage.
Exhibit 10 (o) (xiii) to the 1992 Form 10-K.
(xiv) Trust Agreement and Mortgage Supplement
No. 5, dated September 18, 1992, between the
Owner Trustee, as Mortgagor, and the
Indenture Trustee, as Mortgagee.
Exhibit 10 (o) (xiv) to the 1992 Form 10-K.
(xv) Lease Supplement No. 5, dated
September 18, 1992, between the Owner
Trustee, as Lessor, and Burlington, as
Lessee. Exhibit 10 (o) (xv) to the 1992 Form 10-K.
(xvi) Lease Supplement No. 6, dated
January 20, 1993, between the Owner Trustee,
as Lessor, and Burlington, as Lessor, amend-
ing the Lease Agreement. Exhibit 10 (o) (xvi)
to the 1992 Form 10-K.
10(p) (i) Lease dated as of April 1, 1989 between
Toledo-Lucas County Port Authority (the
"Authority"), as Lessor, and Burlington, as
Lessee. Exhibit 10(i) to the Registrant's
quarterly report on Form 10-Q for the quarter
ended June 30, 1989 (the "Second Quarter 1989
Form 10-Q").
179
(ii) Lease Guaranty Agreement dated as of
April 1, 1989 between Burlington (formerly,
Burlington Air Express Management Inc.), as
Guarantor, and the Authority. Exhibit 10(ii)
to the Second Quarter 1989 Form 10-Q.
(iii) Trust Indenture dated as of April 1,
1989 between the Authority and Society Bank &
Trust (formerly, Trustcorp Bank, Ohio) (the
"Trustee"), as Trustee. Exhibit 10(iii) to
the Second Quarter 1989 Form 10-Q.
(iv) Assignment of Basic Rent and Rights
Under a Lease and Lease Guaranty dated as of
April 1, 1989 from the Authority to the
Trustee. Exhibit 10(iv) to the Second
Quarter 1989 Form 10-Q.
(v) Open-End First Leasehold Mortgage and
Security Agreement dated as of April 1, 1989
from the Authority to the Trustee. Exhibit
10(v) to the Second Quarter 1989 Form 10-Q.
(vi) First Supplement to Lease dated as of
January 1, 1990, between the Authority and
Burlington, as Lessee. Exhibit 10 to the
Registrant's quarterly report on Form 10-Q
for the quarter ended March 31, 1990.
(vii) Revised and Amended Second Supplement
to Lease dated as of September 1, 1990,
between the Authority and Burlington.
Exhibit 10(i) to the Registrant's quarterly
report on Form 10-Q for the quarter ended
September 30, 1990 (the "Third Quarter 1990
Form 10-Q").
(viii) Amendment Agreement dated as of
September 1, 1990, among City of Toledo,
Ohio, the Authority, Burlington and the
Trustee. Exhibit 10(ii) to the Third
Quarter 1990 Form 10-K.
(ix) Assumption and Non-Merger Agreement
dated as of September 1, 1990, among
Burlington, the Authority and the Trustee.
Exhibit 10(iii) to the Third Quarter 1990
Form 10-Q.
180
10(q) Stock Purchase Agreement dated as of
September 24 1993, between the Pittston
Acquisition Company and Addington Holding
Company, Inc. Exhibit 10 to the Registrant's
Quarterly Report on Form 10-Q for the quarter
ended September 30, 1993.
11 Computation of Earnings Per Common
Share.
21 Subsidiaries of the Registrant.
23 Consent of independent auditors.
24 Powers of attorney.
99* Amendment to the Registrant's Pension-
Retirement Plan relating to preservation of
assets of the Pension-Retirement Plan upon a
change in control. Exhibit 99 to the 1992
Form 10-K.
_____________________
*Management contract or compensatory plan or arrangement.