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.

ITEM 4. SUBMISSION OF MATTER TO A VOTE OF SECURITY HOLDERS - --------------------------------------------------------------------------------
Not applicable.
The Pittston Company and Subsidiaries Executive Officers of the Registrant
The following is a list as of March 15, 1997, 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 61 Chairman, President and Chief Executive Officer 1991 Gary R. Rogliano 45 Senior Vice President 1996 James B. Hartough 49 Vice President-Corporate Finance and Treasurer 1988 Frank T. Lennon 55 Vice President-Human Resources and Administration 1985 Austin F. Reed 45 Vice President, General Counsel and Secretary 1994
Other Officers: Jonathan M. Sturman 54 Vice President-Corporate Development 1995 Arthur E. Wheatley 54 Vice President and Director of Risk Management 1988
Subsidiary Officers: Michael T. Dan 46 President and Chief Executive Officer of Brink's, Incorporated 1993 Karl K. Kindig 45 President and Chief Executive Officer of Pittston Coal Company 1995 Peter A. Michel 54 President and Chief Executive Officer of Brink's Home Security, Inc. 1988 ================================================================================
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. Rogliano was elected to his present position on March 8, 1996. From 1991 to March 1996, he served as Vice President-Controllership and Taxes and from 1986 to 1991, he served as Vice President and Director of Taxes of Pittston.
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.
Messrs. Hartough, Lennon and Wheatley have served in their present positions for more than the past five years.
Mr. Sturman was elected to his present position on February 3, 1995, having served from December 1993 as Assistant to the Chairman of Pittston. Mr. Sturman was Chief Financial Officer of Brink's, Incorporated, from August 1992 to December 1993, Vice President, Operations Review of Pittston from October 1991 to August 1992 and Vice President and Controller of Pittston from 1986 through October 1991.
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. Kindig was elected President and Chief Executive Officer of Pittston Coal Company on January 1, 1995. He served as Vice President-Corporate Development of Pittston from October 1991 to January 15, 1995. 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. 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.
- -------------------------------------------------------------------------------- PART II - --------------------------------------------------------------------------------
ITEM 5.

ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED SHAREHOLDER MATTERS - --------------------------------------------------------------------------------
The Pittston Company and Subsidiaries Common Stock ================================================================================ Market Price Declared High Low Dividends - -------------------------------------------------------------------------------- Pittston Services Group 1st Quarter $ 27.75 23.75 $ .05 2nd Quarter 29.50 22.50 .05 3rd Quarter 29.50 23.13 .05 4th Quarter 32.63 26.50 .05
Pittston Minerals Group 1st Quarter $ 26.00 17.25 $ .1625 2nd Quarter 18.13 9.50 .1625 3rd Quarter 13.00 9.75 .1625 4th Quarter 14.75 9.38 .1625 - -------------------------------------------------------------------------------- Pittston Brink's Group 1st Quarter (a) $ 28.13 22.38 $ .025 2nd Quarter 30.50 25.88 .025 3rd Quarter 32.00 27.63 .025 4th Quarter 32.75 23.13 .025
Pittston Burlington Group 1st Quarter (b) $ 21.00 17.00 $ .06 2nd Quarter 21.63 18.00 .06 3rd Quarter 21.50 17.50 .06 4th Quarter 20.50 17.88 .06
Pittston Minerals Group 1st Quarter $ 15.88 12.88 $ .1625 2nd Quarter 15.75 12.38 .1625 3rd Quarter 15.00 11.13 .1625 4th Quarter 15.50 11.25 .1625 ================================================================================
(a) First quarter market high and low prices for the Pittston Brink's Group represent prices commencing on the first business day following the Brink's Stock Proposal Transaction (January 19, 1996) through March 31, 1996.
(b) First quarter market high and low prices for the Pittston Burlington Group represent prices commencing on the first date of when issued trading of Burlington Stock in conjunction with the Brink's Stock Proposal Transaction (January 3, 1996) through March 31, 1996.
During 1995, Pittston Services Group Common Stock ("Services Stock") and Pittston Minerals Group Common Stock ("Minerals Stock") traded on the New York Stock Exchange under the ticker symbols "PZS" and "PZM", respectively.
During 1996, Pittston Brink's Group Common Stock ("Brink's Stock"), Pittston Burlington Group Common Stock ("Burlington Stock"), and Minerals Stock traded on the New York Stock Exchange under the ticker symbols "PZB", "PZX" and "PZM", respectively.
Effective January 19, 1996, the outstanding shares of the Company's Services Stock were redesignated as Pittston Brink's Group Common Stock ("Brink's Stock") and a new class of common stock, designated as Pittston Burlington Group Common Stock ("Burlington Stock"), was distributed to holders of Services Stock on the basis of one-half of one share for each share of Services Stock. When issued trading for Brink's Stock and Burlington Stock commenced on January 3, 1996 and such stocks trade on the New York Stock Exchange.
As of March 3, 1997, there were approximately 5,300 shareholders of record of Brink's Stock, approximately 4,700 shareholders of record of Burlington Stock and approximately 4,300 shareholders of record of Minerals Stock.
ITEM 6.

ITEM 6. SELECTED FINANCIAL DATA - -------------------------------------------------------------------------------- The Pittston Company and Subsidiaries - -------------------------------------------------------------------------------- SELECTED FINANCIAL DATA - --------------------------------------------------------------------------------
(a) 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 Company and the Brink's Group by $2,723 or $0.07 per share of Brink's Stock in 1996, $2,720 or $0.07 per share of Brink's Stock in 1995, $2,486 or $0.07 per share of Brink's Stock in 1994, $2,435 or $0.07 per share of Brink's Stock in 1993 and $2,596 or $0.07 per share of Brink's Stock in 1992.
(b) All share and per share data presented reflects the completion of the Brink's Stock Proposal transaction which occurred on January 18, 1996. For periods prior to the completion of the Brink's Stock Proposal, the number of shares of Pittston Brink's Group Common Stock ("Brink's Stock") are assumed to be the same as the total number of shares of The Pittston Company's (the "Company") previous Pittston Services Group Common Stock ("Services Stock") and the number of shares of Pittston Burlington Group Common Stock ("Burlington Stock") are assumed to equal one-half of the number of shares of the Company's previous Services Stock.
Shares outstanding at the end of the period include shares outstanding under the Company's Employee Benefits Trust. For the Pittston Brink's Group (the "Brink's Group"), such shares totaled 3,141 shares, 3,553 shares, 3,779 shares and 3,854 shares at December 31, 1996, 1995, 1994, and 1993, respectively. For the Pittston Burlington Group (the "Burlington Group"), such shares totaled 1,280 shares, 1,777 shares, 1,890 shares and 1,927 shares at December 31, 1996, 1995, 1994 and 1993, respectively. For the Pittston Minerals Group (the "Minerals Group"), such shares totaled 424 shares, 594 shares, 723 shares and 770 shares at December 31, 1996, 1995, 1994 and 1993, respectively. Average shares outstanding do not include these shares.
The initial dividends on Brink's Stock and Burlington Stock were paid on March 1, 1996. Dividends paid by the Company on Services Stock have been attributed to the Brink's Group and the Burlington Group in relation to the initial dividends paid on the Brink's and Burlington Stocks.
(c) The amounts indicated represent primary earnings per share. For the years ended December 31, 1996 and 1995, fully diluted earnings per share for Minerals Stock was $1.08 and $1.40, respectively, based on average common shares outstanding of 9,906 and 9,999, respectively. For the years ended December 31, 1994, 1993 and 1992, fully diluted earnings per share is considered to be the same as primary since the effect of common stock equivalents and the assumed conversion of preferred stock was either antidilutive or insignificant.
(d) Calculated based on the number of shares outstanding at the end of the period excluding shares outstanding under the Company's Employee Benefits Trust.
Pittston Brink's Group - -------------------------------------------------------------------------------- SELECTED FINANCIAL DATA - --------------------------------------------------------------------------------
The following Selected Financial Data reflects the results of operations and financial position of the businesses which comprise Pittston Brink's Group ("Brink's Group") and should be read in connection with the Brink's Group's financial statements. The financial information of the Brink's Group, Pittston Burlington Group ("Burlington 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
(a) 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 Brink's Group by $2,723 or $0.07 per share in 1996, $2,720 or $0.07 per share in 1995, $2,486 or $0.07 per share in 1994, $2,435 or $0.07 per share in 1993 and $2,596 or $0.07 per share in 1992.
(b) All share and per share data presented reflects the completion of the Brink's Stock Proposal transaction which occurred on January 18, 1996. For periods prior to the completion of the Brink's Stock Proposal, the number of shares of Pittston Brink's Group Common Stock ("Brink's Stock") are assumed to be the same as the total number of shares of the Company's previous Pittston Services Group Common Stock ("Services Stock"). Shares outstanding at the end of the period include shares outstanding under the Company's Employee Benefits Trust of 3,141 shares, 3,553 shares, 3,779 shares and 3,854 shares at December 31, 1996, 1995, 1994 and 1993, respectively. Average shares outstanding do not include these shares. The initial dividends on Brink's Stock were paid on March 1, 1996. Dividends paid by the Company on Services Stock have been attributed to the Brink's Group in relation to the initial dividends paid on the Brink's and Burlington Stocks.
(c) Calculated based on the number of shares outstanding at the end of the period excluding shares outstanding under the Company's Employee Benefits Trust.
Pittston Burlington Group - -------------------------------------------------------------------------------- SELECTED FINANCIAL DATA - --------------------------------------------------------------------------------
The following Selected Financial Data reflects the results of operations and financial position of the businesses which comprise Pittston Burlington Group ("Burlington Group") and should be read in connection with the Burlington Group's financial statements. The financial information of the Burlington Group, Pittston Brink's Group ("Brink's 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
(a) All share and per share data presented reflects the completion of the Brink's Stock Proposal transaction which occurred on January 18, 1996. For periods prior to the completion of the Brink's Stock Proposal, the number of shares of Pittston Burlington Group Common Stock ("Burlington Stock") are assumed to be equal to one-half of the number of shares of the Company's previous Pittston Services Group Common Stock ("Services Stock"). Shares outstanding at the end of the period include shares outstanding under the Company's Employee Benefits Trust of 1,280 shares, 1,777 shares, 1,890 shares and 1,927 shares at December 31, 1996, 1995, 1994 and 1993, respectively. Average shares outstanding do not include these shares. The initial dividends of Burlington Stock were paid on March 1, 1996. Dividends paid by the Company on Services Stock have been attributed to the Burlington Group in relation to the initial dividend paid on the Burlington and Brink's Stocks.
(b) Calculated based on the number of shares outstanding at the end of the period excluding shares outstanding under the Company's Employee Benefits Trust.
Pittston Minerals Group - -------------------------------------------------------------------------------- SELECTED FINANCIAL DATA - --------------------------------------------------------------------------------
The following Selected Financial Data reflects the result 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 the Minerals Group, Pittston Brink's Group ("Brink's Group") and Pittston Burlington Group ("Burlington 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
(a) Shares outstanding at the end of the period include shares outstanding under the Company's Employee Benefits Trust of 424 shares, 594 shares, 723 shares and 770 shares at December 31, 1996, 1995, 1994 and 1993, respectively. Average shares outstanding do not include these shares.
(b) The amounts indicated represent primary earnings per share. For the years ended December 31, 1996 and 1995, fully diluted earnings per share for Minerals Stock was $1.08 and $1.40, respectively, based on average common shares outstanding of 9,906 and 9,999, respectively. For the years ended December 31, 1994, 1993 and 1992, fully diluted earnings per share is considered to be the same as primary since the effect of common stock equivalents and the assumed conversion of preferred stock was either antidilutive or insignificant.
(c) Calculated based on the number of shares outstanding at the end of the period excluding shares outstanding under the Company's Employee Benefits Trust.
ITEM 7.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA - -------------------------------------------------------------------------------- The Pittston Company and Subsidiaries - -------------------------------------------------------------------------------- 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 safe guarded, that transactions are executed in accordance with management's authorization and that the accounting records provide a reliable basis for the preparation of the 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 LLP, independent auditors. During the audit they review and make appropriate tests of accounting records and internal controls to the extent they consider necessary to express an opinion on the Company's consolidated financial statements.
The Company's Board of Directors pursues its oversight role with respect to the Company's consolidated financial statements through the Audit and Ethics Committee, which is composed solely of outside directors. The Committee meets periodically with the independent auditors, internal auditors and management to review the Company's control system and to ensure compliance with applicable laws and the Company's Business Code of Ethics.
We believe that the policies and procedures described above are appropriate and effective and do enable us to meet our responsibility for the integrity of the Company's consolidated financial statements.
- -------------------------------------------------------------------------------- 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, 1996 and 1995, 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, 1996. 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, 1996 and 1995, and the results of their operations and their cash flows for each of the years in the three-year period ended December 31, 1996, in conformity with generally accepted accounting principles.
As more fully discussed in Note 1 to the consolidated financial statements, the Company changed its method of accounting for impairment of long-lived assets in 1996.
KPMG PEAT MARWICK LLP
KPMG Peat Marwick LLP Stamford, Connecticut
January 23, 1997
The Pittston Company and Subsidiaries - -------------------------------------------------------------------------------- CONSOLIDATED BALANCE SHEETS - --------------------------------------------------------------------------------
See accompanying notes to consolidated financial statements.
The Pittston Company and Subsidiaries - -------------------------------------------------------------------------------- CONSOLIDATED STATEMENTS OF OPERATIONS - --------------------------------------------------------------------------------
See accompanying notes to consolidated financial statements.
The Pittston Company and Subsidiaries - -------------------------------------------------------------------------------- CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY - --------------------------------------------------------------------------------
Years Ended December 31, 1996, 1995 and 1994
Equity Adjustment from Foreign Employee Currency Benefits (In thousands, except per share amounts) Translation Trust ====================================================================== Balance at December 31, 1993 (18,381) (131,018) Net income -- -- Issuance of $31.25 Series C Cumulative Preferred Stock, net of cash expenses (Note 9) -- -- Stock options exercised (Note 8) -- -- Tax benefit of stock options exercised (Note 6) -- -- Foreign currency translation adjustment 4,105 -- Remeasurement of employee benefits trust -- 10,449 Shares released from employee benefits trust to employee benefit plan (Note 9) -- 2,940 Retirement of stock under share repurchase programs (Note 9) -- -- Other -- -- Cash dividends declared--Pittston Brink's Group $.09 per share, Pittston Burlington Group $.22 per share and Pittston Minerals Group $.65 per share and Series C Preferred Stock $27.09 per share (Note 9) -- -- - ---------------------------------------------------------------------- Balance at December 31, 1994 (14,276) (117,629) Net income -- -- Stock options exercised (Note 8) -- -- Tax benefit of stock options exercised (Note 6) -- -- Foreign currency translation adjustment (6,429) -- Remeasurement of employee benefits trust -- (9,947) Shares released from employee benefits trust to employee benefit plan (Note 9) -- 7,770 Retirement of stock under share repurchase programs (Note 9) -- -- Cash dividends declared--Pittston Brink's Group $.09 per share, Pittston Burlington Group $.22 per share and Pittston Minerals Group $.65 per share and Series C Preferred Stock $31.25 per share (Note 9) -- -- - ---------------------------------------------------------------------- Balance at December 31, 1995 (20,705) (119,806) Net income -- -- Tax benefit of stock options exercised (Note 6) -- -- Cost of Brink's Stock Proposal (Note 9) -- -- Foreign currency translation adjustment (483) -- Remeasurement of employee benefits trust -- (20,481) Shares released from employee benefits trust (Notes 8 and 9) -- 23,362 Retirement of stock under share repurchase programs (Note 9) -- -- Cash dividends declared--Pittston Brink's Group $.10 per share, Pittston Burlington Group $.24 per share, Pittston Minerals Group $.65 per share and Series C Preferred Stock $31.25 per share (Note 9) -- -- - ---------------------------------------------------------------------- Balance at December 31, 1996 (21,188) (116,925) ======================================================================
See accompanying notes to consolidated financial statements.
The Pittston Company and Subsidiaries - -------------------------------------------------------------------------------- CONSOLIDATED STATEMENTS OF CASH FLOWS - --------------------------------------------------------------------------------
See accompanying notes to consolidated financial statements.
The Pittston Company and Subsidiaries - -------------------------------------------------------------------------------- NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - --------------------------------------------------------------------------------
(Dollars in thousands, except per share amounts)
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation On January 18, 1996, the shareholders of The Pittston Company (the "Company") approved the Brink's Stock Proposal, as described in the Company's Proxy Statement dated December 15, 1995, resulting in the modification, effective as of January 19, 1996, of the capital structure of the Company to include an additional class of common stock. The outstanding shares of Pittston Services Group Common Stock, par value $1.00 per share ("Services Stock") were redesignated as Pittston Brink's Group Common Stock, par value $1.00 per share ("Brink's Stock") on a share-for-share basis, and a new class of common stock, designated as Pittston Burlington Group Common Stock, par value $1.00 per share ("Burlington Stock") was distributed on the basis of one-half of one share for each outstanding share of Services Stock. Holders of Pittston Minerals Group Common Stock, par value $1.00 per share, ("Minerals Stock") continue to be holders of such stock, which continues to reflect the performance of the Pittston Minerals Group (the "Minerals Group"). Brink's Stock is intended to reflect the performance of the Pittston Brink's Group (the "Brink's Group") and Burlington Stock is intended to reflect the performance of the Pittston Burlington Group (the "Burlington Group").
The Pittston Brink's Group consists of the Brink's, Incorporated ("Brink's") and Brink's Home Security, Inc. ("BHS") operations of the Company. The Pittston Burlington Group consists of the Burlington Air Express Inc. ("Burlington") operations of the Company. The Pittston Minerals Group consists of the Pittston Coal Company ("Coal Operations") and Pittston Mineral Ventures ("Mineral Ventures") operations of the Company. The approval of the Brink's Stock Proposal did not result in any transfer of assets or liabilities of the Company or any of its subsidiaries. The Company prepares separate financial statements for the Minerals, Brink's and Burlington Groups in addition to consolidated financial information of the Company.
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. 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.
Short-term Investments Short-term investments primarily include funds set aside by the Company for certain obligations and are carried at cost which approximates market. These investments have original maturities in excess of three months and not exceeding one year.
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 a development stage. A mine is considered under development until all planned production units have been placed in operation.
Valuation of coal properties is based primarily on mining plans and conditions assumed at the time of the evaluation. These valuations could be impacted by actual economic conditions which differ from those assumed at the time of the evaluation.
Subscriber installation costs for home security systems provided by BHS are capitalized and depreciated over the estimated life of the assets and are included in machinery and equipment. The security system that is installed remains the property of BHS and is capitalized at the cost to bring the revenue producing asset to its intended use. When an installation is identified for disconnection, the remaining net book value of the installation is fully written-off and charged to depreciation expense.
Intangibles The excess of cost over fair value of net assets of businesses acquired is amortized on a straight-line basis over the estimated periods benefited.
The Company evaluates the carrying value of intangibles and the periods of amortization to determine whether events and circumstances warrant revised estimates of asset value or useful lives. The Company annually assesses the recoverability of the excess of cost over net assets acquired by determining whether the amortization of the asset balance over its remaining life can be recovered through projected undiscounted future operating cash flows. Evaluation of asset value as well as periods of amortization are performed on a disaggregated basis at each of the Company's operating units.
Goodwill allocated to a potentially impaired asset will be identified with that asset in performing an impairment test in accordance with SFAS No. 121. If such tests indicate that an impairment exists, the carrying amount of the identified goodwill would be eliminated before making any reduction of the carrying amounts of impaired long-lived assets.
Coal Supply Contracts Coal supply contracts consist of contracts to supply coal to customers at certain negotiated prices over a period of time, which have been acquired from other coal companies, and are stated at cost at the time of acquisition, which approximates fair market value. The capitalized cost of such contracts is amortized over the term of the contract on the basis of tons of coal sold under the contract.
Income Taxes Income taxes are accounted for in accordance with Statement of Financial Accounting Standards No. 109, "Accounting for Income Taxes", 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 almost all black lung benefits. Provision is made for estimated benefits based on 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 projected inflation rates. As of December 31, 1996 and 1995, the actuarially determined value of estimated future black lung benefits discounted at 6% was approximately $57,000 and $60,400, respectively, and is included in workers' compensation and other claims. Based on actuarial data, the amount (credited) charged to operations was ($2,216) in 1996, ($1,402) in 1995 and $201 in 1994. 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 costs and expenses amounted to $1,849 in 1996, $2,569 in 1995 and $2,472 in 1994.
Reclamation Costs Expenditures relating to environmental regulatory requirements and reclamation costs undertaken during mine operations are charged against earnings as incurred. Estimated site restoration and post closure reclamation costs are charged against earnings using the units of production method over the expected economic life of each mine. Accrued reclamation costs are subject to review by management on a regular basis and are revised when appropriate for changes in future estimated costs and/or regulatory requirements.
Postretirement Benefits Other Than Pensions Postretirement benefits other than pensions are accounted for in accordance with Statement of Financial Accounting Standards No. 106, "Employers' Accounting for Postretirement Benefits Other Than Pensions", which requires employers to accrue the cost of such retirement benefits during the employees' service with the Company.
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 various foreign currencies in relation to the U.S. dollar. However, the Company's international activity is not concentrated in any single currency, which reduces the risks of foreign currency rate fluctuations.
Financial Instruments The Company uses foreign currency forward contracts to hedge the 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 jet fuel products, which the Company consumes as well as interest rate changes on certain variable rate obligations. Gains and losses on these contracts, designated and effective as hedges, are deferred and recognized as part of the transaction hedged.
Revenue Recognition Coal Operations--Coal sales are generally recognized when coal is loaded onto transportation vehicles for shipment to customers. For domestic sales, this generally occurs when coal is loaded onto railcars at mine locations. For export sales, this generally 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. Financial statements resulting from existing recognition policies do not materially differ from the allocation of revenue between reporting periods based on relative transit times in each reporting period with expenses recognized as incurred.
Brink's--Revenues 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. Installation fee revenues are recognized to the extent of direct selling costs incurred and expensed. Installation 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 Brink's Stock and Burlington 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 computation of primary earnings per share for Minerals Stock is based on the weighted-average number of outstanding common shares divided into net income for the Minerals Group less preferred stock dividends. The computation of fully diluted earnings per common share for Minerals Stock assumes the conversion of the $31.25 Series C Cumulative Preferred Stock (issued in 1994) and additional shares assuming the exercise of stock options (antidilutive in the primary calculation) divided into net income for the Minerals Group. For 1994, the loss per share, assuming full dilution, is considered to be the same as primary since the effect of common stock equivalents and the preferred stock conversion would be antidilutive.
The shares of Brink's Stock, Burlington Stock and Minerals Stock held in The Pittston Company Employee Benefits Trust (Note 9) are not included in the net income per share calculations as they were evaluated for inclusion in those calculations under the treasury stock method and had no dilutive effect.
Use of Estimates In accordance with generally accepted accounting principles, management of the Company has made a number of estimates and assumptions relating to the reporting of assets and liabilities and the disclosure of contingent assets and liabilities to prepare these financial statements. Actual results could differ from those estimates.
Accounting Changes In 1996, the Company adopted Statement of Financial Accounting Standards ("SFAS") No. 121, "Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed Of". SFAS No. 121 requires companies to review assets for impairment whenever circumstances indicate that the
carrying amount of an asset may not be recoverable. SFAS No. 121 resulted in a pretax charge to earnings in 1996 for the Company's Coal Operations of $29,948 ($19,466 after-tax), of which $26,312 was included in cost of sales and $3,636 was included in selling, general and administrative expenses. Assets for which the impairment loss was recognized consisted of property, plant and equipment, advanced royalties and goodwill. These assets primarily related to mines scheduled for closure in the near term and idled facilities and related equipment.
In 1996, the Company also adopted SFAS No. 123, "Accounting for Stock Based Compensation". SFAS No. 123 establishes financial accounting and reporting standards for stock-based employee compensation plans. SFAS No. 123 allows for the adoption of a fair value based method of accounting for all employee stock compensation plans or it allows entities to continue to measure compensation cost for those plans using the intrinsic value based method of accounting prescribed by Accounting Principles Board Opinion ("APB") No. 25, "Accounting for Stock Issued to Employees". APB No. 25 requires the disclosure of net income and net income per share as if the fair value based method of accounting is applied. The Company has elected to continue to account for its stock compensation plans according to APB No. 25 with the disclosure of the impact on net income and net income per share as if the fair value based method of accounting is applied (Note 8).
2. FINANCIAL INSTRUMENTS
Financial instruments which potentially subject the Company to concentrations of credit risk consist principally of cash and cash equivalents, short-term investments and trade receivables. The Company places its cash and cash equivalents and short-term investments with high credit qualified financial institutions. Also, by policy, the Company limits the amount of credit exposure to any one financial institution. Concentrations of credit risk with respect to trade receivables are 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.
Accounts receivable, accounts payable and accrued liabilities The carrying amounts approximate fair value because of the short-term nature 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. The risk that counterparties to such instruments may be unable to perform is minimized by limiting the counterparties to major financial institutions. 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 up to 360 days as a hedge against liabilities 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 liabilities being hedged. At December 31, 1996, the total notional value of foreign currency forward contracts outstanding was $1,052 and the fair value was not significant.
Gold contracts--In order to protect itself against downward movements in gold prices, the Company hedges a portion of its recoverable proven and probable reserves primarily through forward sales contracts. At December 31, 1996, 37,808 ounces of gold, representing approximately 14% of the Company's recoverable proved and probable reserves, were sold forward under forward sales contracts that mature periodically through early-1998. 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, 1996, the fair value of the Company's forward sales contracts amounted to $3,233.
Fuel contracts--The Company has hedged a portion of its jet fuel requirements through several commodity option transactions that are intended to protect against significant increases in jet fuel prices. At December 31, 1996, these transactions aggregated 18.0 million gallons and are applicable throughout the first half of 1997. 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, 1996, the fair value of these contracts was not significant.
Interest rate contracts--In connection with the aircraft leasing by Burlington, the Company has entered into an interest rate swap agreement. This variable to fixed interest rate swap agreement has a notional value of $30,000 that fixes the Company's interest rate at 7.05% through January 2, 1998. Given the decline in the base variable rate subsequent to when the agreement was entered into, the cost to the Company to terminate the agreement, would have been $575 at December 31, 1996.
As further discussed in Note 7, in 1994, 1995 and 1996, the Company entered into variable to fixed interest rate swap agreements. At December 31, 1996, the fair value of these contracts was not significant.
3. ACCOUNTS RECEIVABLE--TRADE
For each of the years in the three-year period ended December 31, 1996, the Company maintained agreements with financial institutions whereby it had the right to sell certain coal receivables to those institutions. Certain agreements contained provisions for sales with recourse. In 1996 and 1995, total coal receivables of $15,390 and $25,092, respectively, were sold under such agreements. As of December 31, 1996 and 1995, receivables sold which remained to be collected totaled $5,183 and $5,222, respectively.
4. PROPERTY, PLANT AND EQUIPMENT
Property, plant and equipment, at cost, consists of the following:
As of December 31 1996 1995 - -------------------------------------------------------------------------------- Bituminous coal lands $101,988 109,400 Land, other than coal lands 31,190 27,605 Buildings 120,318 98,441 Machinery and equipment 745,111 688,068 - -------------------------------------------------------------------------------- Total $998,607 923,514 ================================================================================
The estimated useful lives for property, plant and equipment are as follows:
Years - -------------------------------------------------------------------------------- Buildings 10 to 50 Machinery and equipment 2 to 30
Depreciation and depletion of property, plant and equipment aggregated $92,805 in 1996, $81,465 in 1995 and $74,270 in 1994.
Capitalized mine development costs totaled $8,144 in 1996, $10,118 in 1995 and $11,908 in 1994.
Changes in capitalized subscriber installation costs for home security systems included in machinery and equipment were as follows:
Years Ended December 31 1996 1995 1994 - -------------------------------------------------------------------------------- Capitalized subscriber installation costs-- beginning of year $ 105,336 81,445 65,785 Capitalized cost of security system installations 57,194 44,488 32,309 Depreciation, including amounts recognized to fully depreciate capitalized costs for installations disconnected during the year (27,680) (20,597) (16,649) - -------------------------------------------------------------------------------- Capitalized subscriber installation costs-- end of year $ 134,850 105,336 81,445 ================================================================================
New subscribers were approximately 98,500 in 1996, 82,600 in 1995 and 75,200 in 1994.
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 $2,517 in 1996, $2,712 in 1995 and $2,645 in 1994) and costs incurred for maintaining facilities and vehicles dedicated to the installation process (in the amount of $2,022 in 1996, $1,813 in 1995 and $1,492 in 1994). The effect of this change in accounting principle was to increase operating profit of the Brink's Group in 1996, 1995 and 1994 by $4,539, $4,525 and $4,137, respectively, and net income of the Brink's
Group in 1996, 1995 and 1994 by $2,723, $2,720 and $2,486, respectively, or by $0.07 per share in 1996, 1995 and 1994. 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. 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 1996, 1995 and 1994 was immaterial.
5. INTANGIBLES
Intangibles consist entirely of the excess of cost over fair value of net assets of businesses acquired and are net of accumulated amortization of $96,994 at December 31, 1996 and $86,420 at December 31, 1995. The estimated useful life of intangibles is generally forty years. Amortization of intangibles aggregated $10,560 in 1996, $10,352 in 1995 and $9,686 in 1994.
6. INCOME TAXES
The provision (credit) for income taxes consists of the following:
U.S. Federal Foreign State Total - -------------------------------------------------------------------------------- 1996: Current $ 7,721 11,201 4,300 23,222 Deferred 22,878 (3,731) 173 19,320 - -------------------------------------------------------------------------------- Total $ 30,599 7,470 4,473 42,542 ================================================================================ 1995: Current $ 10,717 6,039 4,493 21,249 Deferred 13,797 (1,866) (816) 11,115 - -------------------------------------------------------------------------------- Total $ 24,514 4,173 3,677 32,364 ================================================================================ 1994: Current $ 7,563 5,956 5,686 19,205 Deferred (20,238) 2,696 (235) (17,777) - -------------------------------------------------------------------------------- Total $(12,675) 8,652 5,451 1,428 ================================================================================
The significant components of the deferred tax expense (benefit) were as follows:
Years Ended December 31 1996 1995 1994 - -------------------------------------------------------------------------------- Deferred tax expense (benefit),exclusive of the components listed below $ 19,171 16,376 (16,869) Net operating loss carryforwards (5,065) (2,911) (393) Alternative minimum tax credits 4,200 (2,603) 1,147 Change in the valuation allowance for deferred tax assets 1,014 253 (1,662) - -------------------------------------------------------------------------------- Total $ 19,320 11,115 (17,777) ================================================================================
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, 1996 and December 31, 1995 were as follows:
1996 1995 - -------------------------------------------------------------------------------- Deferred tax assets: Accounts receivable $ 5,305 5,344 Postretirement benefits other than pensions 100,444 95,777 Workers' compensation and other claims 53,760 56,694 Other liabilities and reserves 81,413 104,226 Miscellaneous 11,358 11,162 Net operating loss carryforwards 16,668 11,603 Alternative minimum tax credits 30,325 33,793 Valuation allowance (9,460) (8,446) - -------------------------------------------------------------------------------- Total deferred tax assets 289,813 310,153 - -------------------------------------------------------------------------------- Deferred tax liabilities: Property, plant and equipment 50,968 52,598 Pension assets 49,273 48,669 Other assets 14,679 12,934 Investments in foreign affiliates 10,090 11,478 Miscellaneous 71,631 74,009 - -------------------------------------------------------------------------------- Total deferred tax liabilities 196,641 199,688 - -------------------------------------------------------------------------------- Net deferred tax asset $ 93,172 110,465 ================================================================================
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, 1996.
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 1996, 1995 and 1994 to the income (loss) before income taxes.
Years Ended December 31 1996 1995 1994 - -------------------------------------------------------------------------------- Income (loss) before income taxes: United States $ 101,463 97,989 (16,517) Foreign 45,233 32,347 44,842 - -------------------------------------------------------------------------------- Total $ 146,696 130,336 28,325 ================================================================================ Tax provision computed at statutory rate $ 51,344 45,618 9,914 Increases (reductions) in taxes due to: Percentage depletion (7,644) (9,861) (9,313) State income taxes (net of federal tax benefit) 1,894 1,664 5,043 Goodwill amortization 2,404 2,825 2,437 Difference between total taxes on foreign income and the U.S. federal statutory rate (6,384) (6,261) (6,111) Change in the valuation allowance for deferred tax assets 1,014 253 (1,662) Miscellaneous (86) (1,874) 1,120 - -------------------------------------------------------------------------------- Actual tax provision $ 42,542 32,364 1,428 ================================================================================
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, 1996 and December 31, 1995 the unrecognized deferred tax liability for temporary differences of approximately $40,417 and $38,871, 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 $14,146 and $13,605, respectively.
The Company and its domestic subsidiaries file a consolidated U.S. federal income tax return.
As of December 31, 1996, the Company had $30,325 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, 1996 was $16,668 and related to various state and foreign taxing jurisdictions. The expiration periods primarily range from 5 to 15 years.
7. LONG-TERM DEBT
Total long-term debt consists of the following:
As of December 31 1996 1995 - -------------------------------------------------------------------------------- Senior obligations: U.S. dollar term loan due 2001 (year-end rate 5.97% in 1996 and 6.56% in 1995) $100,000 100,000 Revolving credit notes due 2001 (year-end rate 7.01% in 1996) 23,200 -- U.S. dollar term loan due 1996 (year-end rate 6.44% in 1995) -- 1,582 Canadian dollar term loan due 1999 (year-end rate 4.61% in 1996 and 7.50% in 1995) 2,920 2,932 All other 13,191 10,335 - -------------------------------------------------------------------------------- 139,311 114,849 - -------------------------------------------------------------------------------- Subordinated obligations: 4% subordinated debentures due 1997 14,348 14,348 - -------------------------------------------------------------------------------- Obligations under capital leases (average rate 11.43% in 1996 and 10.10% in 1995) 5,178 4,086 - -------------------------------------------------------------------------------- Total long-term debt, less current maturities 158,837 133,283
Current maturities of long-term debt: U.S. dollar term loan due 1996 -- 1,869 Other senior obligations 3,324 3,201 Capital leases 2,126 2,210 - -------------------------------------------------------------------------------- Total current maturities of long-term debt 5,450 7,280 - -------------------------------------------------------------------------------- Total long-term debt including current maturities $164,287 140,563 ================================================================================
For the four years through December 31, 2001, minimum repayments of long-term debt outstanding are as follows:
1998 $ 6,125 1999 3,757 2000 2,574 2001 124,328
The Company has a $350,000 revolving credit agreement with a syndicate of banks (the "Facility"). The Facility includes a $100,000 term loan and permits additional borrowings, repayments and reborrowings of up to an aggregate of $250,000. During the second quarter of 1996, the maturity date of both the term loan and the revolving credit portion of the Facility was extended to May 31, 2001. Interest on borrowings under the Facility is payable at rates based on prime, certificate
of deposit, Eurodollar or money market rates. At December 31, 1996, borrowings, in addition to the $100,000 term loan, of $23,200 were outstanding.
In 1994, the Company entered into a standard three year variable to fixed interest rate swap agreement on a portion of the Company's U.S. dollar term loan. This agreement fixed the Company's interest rate at 5% on initial borrowings of $40,000 in principal. The principal amount to which the 5% interest rate applies declines periodically throughout the term of the agreement, and at December 31, 1996, this rate applied to borrowings of $5,000 in principal. During 1995, the Company entered into two other variable to fixed interest rate swap agreements. One agreement fixes the Company's interest rate at 5.80% on $20,000 in principal for a term of three years. The other agreement fixes the Company's interest rate at 5.66% for a term of 21 months on $20,000 in principal. During 1996, the Company entered into a variable to fixed interest rate swap agreement which fixes the Company's interest rate at 4.9% on initial borrowings of $5,000 in principal. The principal amount increases by $5,000 each quarter through the first quarter of 1998. The principal amount to which the 4.9% interest rate applied as of December 31, 1996 was $15,000.
The Canadian dollar term loan held by a wholly-owned indirect subsidiary of Burlington bears interest based on Canadian prime or Bankers' Acceptance rates or, if converted to a U.S. dollar loan, based on Eurodollar or Federal Funds rates. The loan is guaranteed by the Company.
The 4% subordinated debentures due July 1, 1997, are exchangeable only for cash, at the rate of $157.80 per $1,000 debenture. 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 the principal amount. The Company plans to repay the debentures from borrowings under the long-term revolving credit facility. In 1995, the Company redeemed $300 in principal of its 4% subordinated debentures.
Various international subsidiaries maintain lines of credit and overdraft facilities aggregating approximately $131,800 with a number of banks on either a secured or unsecured basis. At December 31, 1996, $57,496 was outstanding under such agreements.
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, the maintenance of consolidated net worth, and the amount of additional funded debt which may be incurred. Allowable restricted payments for dividends and stock repurchases aggregated $255,810 at December 31, 1996. Under the terms of the Facility, the Company has agreed to maintain at least $400,000 of Consolidated Net Worth, as defined, and can incur additional indebtedness of approximately $560,000.
At December 31, 1996, the Company had outstanding unsecured letters of credit totaling $95,035 primarily supporting the Company's obligations under its various self-insurance programs and aircraft lease obligations.
8. STOCK OPTIONS
The Company has various stock-based compensation plans as described below.
Stock Option Plans The Company grants options under its 1988 Stock Option Plan (the "1988 Plan") to executives and key employees and under its Non-Employee Directors' Stock Option Plan (the "Non-Employee Plan") to outside directors, to purchase common stock at a price not less than 100% of quoted market value at the date of grant. The 1988 Plan options can be granted with a maximum term of ten years and can vest within six months from the date of grant. The majority of grants made in 1996, 1995 and 1994 have a maximum term of six years and vest 100% at the end of the third year. The Non-Employee Plan options can be granted with a maximum term of ten years and can vest within six months from the date of grant. The majority of grants made in 1996, 1995 and 1994 have a maximum term of six years and vest ratably over the first three years. The total number of shares underlying options authorized for grant, but not yet granted, under the 1988 Plan is 2,460,981, 2,031,775 and 572,201 in Brink's Stock, Burlington Stock and Minerals Stock, respectively. Under the Non-Employee Plan, the total number of shares underlying options authorized for grant, but not yet granted, in Brink's Stock, Burlington Stock and Minerals Stock is 137,879, 134,164 and 35,400, respectively.
The Company's 1979 Stock Option Plan (the "1979 Plan") and the 1985 Stock Option Plan (the "1985 Plan") terminated in 1985 and 1988, respectively, except as to options still outstanding.
As part of the Brink's Stock Proposal (Note 1), the 1988 and Non-Employee Plans were amended to permit option grants to be made to optionees with respect to Brink's Stock or Burlington Stock, in addition to Minerals Stock. At the time of the approval of the Brink's Stock Proposal, a total of 2,383,422 shares of Services 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 plans, the Company converted these options into options for shares of Brink's Stock or Burlington Stock, or both, depending on the employment status and responsibilities of the particular optionee. In the case of optionees having Company-wide responsibilities, each outstanding Services Stock option was converted into options for both Brink's Stock and Burlington Stock. In the case of other optionees, each outstanding option was converted into a new
option only for Brink's Stock or Burlington Stock, as the case may be. As a result, upon approval of the Brink's Stock Proposal, 1,749,822 shares of Brink's Stock and 1,989,466 shares of Burlington Stock were subject to options.
The table below summarizes the activity in all plans from December 31, 1993 to December 31, 1996.
Aggregate Exercise Shares Price - -------------------------------------------------------------------------------- Pittston Services Group Common Stock Options: Outstanding at December 31, 1993 2,378,804 $ 42,680 Granted 73,000 2,018 Exercised (421,302) (5,567) Forfeited or expired (40,305) (730) - -------------------------------------------------------------------------------- Outstanding at December 31, 1994 1,990,197 38,401 Granted 586,500 14,595 Exercised (170,982) (2,289) Forfeited or expired (7,293) (179) - -------------------------------------------------------------------------------- Outstanding at December 31, 1995 2,398,422 50,528 Exercised (15,000) (206) Converted in Brink's Stock Proposal (2,383,422) (50,322) - -------------------------------------------------------------------------------- Outstanding at December 31, 1996 -- $ -- ================================================================================
Pittston Brink's Group Common Stock Options: Outstanding at December 31, 1995 -- $ -- Converted in Brink's Stock Proposal 1,749,822 26,865 Granted 369,000 9,527 Exercised (166,211) (1,800) Forfeited or expired (37,090) (734) - -------------------------------------------------------------------------------- Outstanding at December 31, 1996 1,915,521 $ 33,858 ================================================================================
Pittston Burlington Group Common Stock Options: Outstanding at December 31, 1995 -- $ -- Converted in Brink's Stock Proposal 1,989,466 23,474 Granted 439,750 7,972 Exercised (318,123) (2,905) Forfeited or expired (64,010) (952) - -------------------------------------------------------------------------------- Outstanding at December 31, 1996 2,047,083 $ 27,589 ================================================================================
Pittston Minerals Group Common Stock Options: Outstanding at December 31, 1993 623,498 $ 11,023 Granted 23,000 431 Exercised (128,667) (1,765) Forfeited or expired (10,508) (118) - -------------------------------------------------------------------------------- Outstanding at December 31, 1994 507,323 9,571 Granted 258,300 2,665 Exercised (95,129) (1,203) Forfeited or expired (72,697) (1,674) - -------------------------------------------------------------------------------- Outstanding at December 31, 1995 597,797 9,359 Granted 3,800 47 Exercised (3,400) (45) Forfeited or expired (15,450) (229) - -------------------------------------------------------------------------------- Outstanding at December 31, 1996 582,747 $ 9,132 ================================================================================
Options exercisable at the end of 1996, 1995 and 1994, respectively, on an equivalent basis, for Brink's Stock were 1,098,836, 957,063 and 770,677; for Burlington Stock were 1,033,647, 1,030,259 and 724,089; and, for Minerals Stock were 291,860, 214,163 and 271,815.
The following table summarizes information about stock options outstanding as of December 31, 1996.
---------------------------------- ----------------------- Stock Options Stock Options Outstanding Exercisable - -------------------------------------------------------------------------------- Weighted Average Remaining Weighted Weighted Contractual Average Average Range of Life Exercise Exercise Exercise Prices Shares (Years) Price Shares Price - -------------------------------------------------------------------------------- Brink's Group $ 6.26 to 9.87 439,537 2.55 $ 9.29 439,537 $ 9.29 10.55 to 13.79 119,521 3.16 11.77 119,521 11.77 16.77 to 21.34 994,963 3.63 19.98 539,778 21.23 25.57 to 29.50 361,500 5.38 25.82 -- N/A - -------------------------------------------------------------------------------- Total 1,915,521 1,098,836 - -------------------------------------------------------------------------------- Burlington Group $ 5.00 to 7.51 332,227 1.48 $ 6.95 332,227 $ 6.95 7.71 to 11.70 318,265 3.36 9.59 318,177 9.59 13.41 to 16.32 888,993 4.26 15.06 317,359 16.18 17.06 to 21.13 507,598 4.92 17.95 65,884 17.06 - -------------------------------------------------------------------------------- Total 2,047,083 1,033,647 - -------------------------------------------------------------------------------- Minerals Group $ 8.74 to 13.00 286,110 4.30 $ 10.40 32,893 $ 10.81 13.43 to 18.63 111,637 3.08 15.18 99,637 14.78 23.82 to 25.74 185,000 6.93 25.73 159,330 25.74 - -------------------------------------------------------------------------------- Total 582,747 291,860 ================================================================================
Employee Stock Purchase Plan Under the 1994 Employee Stock Purchase Plan (the "Plan"), the Company is authorized to issue up to 750,000 shares of Brink's Stock, 375,000 shares of Burlington Stock and 250,000 shares of Minerals Stock, to its employees who have six months of service and who complete minimum annual work requirements. Under the terms of the Plan, employees may elect each six-month period (beginning January 1 and July 1), to have up to 10 percent of their annual earnings withheld to purchase the Company's stock. Employees may purchase shares of any or all of the three classes of Company common stocks. The purchase price of the stock is 85% of the lower of its beginning-of-the-period or end-of-the-period market price. Under the Plan, the
Company sold 44,660 shares and 57,135 shares of Brink's Stock; 32,373 shares and 28,567 shares of Burlington Stock; and 29,831 shares and 44,098 shares of Minerals Stock, to employees during 1996 and 1995, respectively. The share amounts for Brink's Stock and Burlington Stock include the restatement for the Services Stock conversion under the Brink's Stock Proposal (Note 1).
Accounting for Plans The Company has adopted the disclosure - only provisions of SFAS No. 123, "Accounting for Stock-Based Compensation", but applies APB Opinion No. 25 and related Interpretations in accounting for its plans. Accordingly, no compensation cost has been recognized in the accompanying financial statements. Had compensation costs for the Company's plans been determined based on the fair value of awards at the grant dates, consistent with SFAS No. 123, the Company's net income and net income per share would approximate the pro forma amounts indicated below:
1996 1995 - -------------------------------------------------------------------------------- Net Income attributed to common shares Pittston Company and Subsidiaries As Reported $ 102,479 95,210 Pro Forma 99,628 93,455 Brink's Group As Reported 59,695 51,093 Pro Forma 58,389 50,432 Burlington Group As Reported 33,801 32,855 Pro Forma 32,528 32,098 Minerals Group As Reported 8,983 11,262 Pro Forma 8,711 10,925 Net Income per common share Brink's Group As Reported 1.56 1.35 Pro Forma 1.53 1.33 Burlington Group As Reported 1.76 1.73 Pro Forma 1.69 1.69 Minerals Group Primary, As Reported 1.14 1.45 Primary, Pro Forma 1.10 1.40 Fully Diluted, As Reported 1.08 1.40 Fully Diluted, Pro Forma 1.05 1.37 ================================================================================
Note: The pro forma disclosures shown may not be representative of the effects on reported net income in future years.
The fair value of each stock option grant used to compute pro forma net income and net income per share disclosures is estimated at the time of the grant using the Black-Scholes option-pricing model. The weighted-average assumptions used in the model are as follows:
1996 1995 - -------------------------------------------------------------------------------- Expected dividend yield: Brink's Stock 0.4% 0.4% Burlington Stock 1.2% 1.2% Minerals Stock 4.8% 4.8% Expected volatility: Brink's Stock 30% 30% Burlington Stock 32% 32% Minerals Stock 37% 38% Risk-Free interest rate: Brink's Stock 6.3% 5.8% Burlington Stock 6.3% 5.8% Minerals Stock 6.1% 5.7% Expected term (in years): Brink's Stock 4.7 4.7 Burlington Stock 4.7 4.7 Minerals Stock 3.7 4.2 ================================================================================
Using these assumptions in the Black-Scholes model, the weighted-average fair value of options granted during 1996 and 1995 for the Brink's Stock is $3,341 and $2,317, for the Burlington Stock is $2,679 and $2,549 and for the Minerals Stock is $10 and $687, respectively.
Under SFAS 123, compensation cost is also recognized for the fair value of employee stock purchase rights. Because the Company settles its employee stock purchase rights under the Plan at the end of each six-month offering period, the fair value of these purchase rights was calculated using actual market settlement data. The weighted-average fair value of the stock purchase rights granted in 1996 and 1995 was $365 and $330 for Brink's Stock, $138 and $163 for Burlington Stock, and $95 and $479 for Minerals Stock, respectively.
9. CAPITAL STOCK
The Company, at any time, has the right to exchange each outstanding share of Burlington Stock for shares of Brink's Stock (or, if no Brink's Stock is then outstanding, Minerals Stock) having a fair market value equal to 115% of the fair market value of one share of Burlington Stock. In addition, upon the disposition of all or substantially all of the properties and assets of the Burlington Group to any person (with certain exceptions),
the Company is required to exchange each outstanding share of Burlington Stock for shares of Brink's Stock (or, if no Brink's Stock is then outstanding, Minerals Stock) having a fair market value equal to 115% of the fair market value of one share of Burlington Stock.
The Company, at any time, has the right to exchange each outstanding share of Minerals Stock, which was previously subject to exchange for shares of Services Stock, for shares of Brink's Stock (or, if no Brink's Stock is then outstanding, Burlington Stock) having a fair market value equal to 115% of the fair market value of one share of Minerals Stock. In addition, upon the disposition of all or substantially all of the properties and assets of the Minerals Group to any person (with certain exceptions), the Company is required to exchange each outstanding share of Minerals Stock for shares of Brink's Stock (or, if no Brink's Stock is then outstanding, Burlington Stock) having a fair market value equal to 115% of the fair market value of one share of Minerals Stock. If any shares of the Company's Preferred Stock are converted after an exchange of Minerals Stock for Brink's Stock (or Burlington Stock), the holder of such Preferred Stock would, upon conversion, receive shares of Brink's Stock (or Burlington Stock) in lieu of shares of Minerals Stock otherwise issuable upon such conversion.
Holders of Brink's Stock at all times have one vote per share. Holders of Burlington Stock and Minerals Stock have one and 0.626 votes per share, respectively, subject to adjustment on January 1, 1998, and on January 1 every two years thereafter in such a manner so that each class' share of the aggregate voting power at such time will be equal to that class' share of the aggregate market capitalization of the Company's common stock at such time. Accordingly, on each adjustment date, each share of Burlington Stock and Minerals Stock may have more than, less than or continue to have the number of votes per share as they have. Holders of Brink's Stock, Burlington 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 Articles of Incorporation affecting, among other things, the designation, rights, preferences or limitations of one class of common stock, or certain mergers or statutory share exchanges, must be approved by the holders of such class of common stock, voting as a group, and, in certain circumstances, may also have to be approved by the holders of the other classes of common stock, voting as separate voting groups.
In the event of a dissolution, liquidation or winding up of the Company, the holders of Brink's Stock, Burlington Stock and Minerals Stock, effective January 19, 1996, share on a per share basis an aggregate amount equal to 55%, 28% and 17%, respectively, of the funds, if any, remaining for distribution to the common shareholders. In the case of Minerals Stock, such percentage has been set, using a nominal number of shares of Minerals Stock of 4,202,954 (the "Nominal Shares") in excess of the actual number of shares of Minerals Stock outstanding, to ensure that the holders of Minerals Stock are entitled to the same share of any such funds immediately following the consummation of the transaction as they were prior thereto. These liquidation percentages are subject to adjustment in proportion to the relative change in the total number of shares of Brink's Stock, Burlington Stock and Minerals Stock, as the case may be, then outstanding to the total number of shares of all other classes of common stock then outstanding (which totals, in the case of Minerals Stock, shall include the Nominal Shares).
In November 1995, the Board of Directors (the "Board") authorized a revised share repurchase program which allowed for the purchase, from time to time, of up to 1,000,000 shares of Minerals Stock, up to 1,500,000 shares of Brink's Stock and up to 1,500,000 shares of Burlington Stock, not to exceed an aggregate purchases price of $45,000; such shares to be purchased from time to time in the open market or in private transactions, as conditions warrant. Prior to this revised program, 117,300 shares of Minerals Stock at an aggregate cost of $1,720 were repurchased, of which 78,800 shares at a total cost of $912 were purchased in 1995, and 401,900 shares of Services Stock (or the equivalent of 401,900 shares of Brink's Stock and 200,950 shares of Burlington Stock) at an aggregate cost of $9,624 were repurchased, of which 145,800 shares at a total cost of $3,436 were purchased in 1995. No additional repurchases were made during the remainder of 1995 subsequent to the implementation of the revised program. During 1996, the Company repurchased 278,000 shares and 75,600 shares of Brink's Stock and Burlington Stock, respectively, at a total cost of $6,937 and $1,407, respectively. No Minerals Stock was repurchased in 1996. The program to acquire shares remains in effect in 1997.
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 $80,500 or 161,000 shares of its $31.25 Series C Cumulative Convertible Preferred Stock (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; therefore, 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, 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. The voting rights of the Preferred Stock were not affected by the Brink's Stock Proposal. Other than the Convertible Preferred Stock, no shares of preferred stock are presently issued or outstanding.
In 1994, the Board authorized the repurchase from time to time of up to $15,000 of Convertible Preferred Stock. Subsequent to the authorization and through October 1995, 24,720 shares at a total cost of $9,624 were repurchased, of which 16,370 shares at a total cost of $6,258 were purchased in 1995. In November 1995, the Board authorized an increase in the remaining authority to $15,000. No additional share repurchases were made during the remainder of 1995 subsequent to the increased authorization. In 1996, 20,920 shares at a total cost of $7,897 were repurchased. The program to acquire shares remains in effect in 1997, and in February 1997, the Board authorized an increase in the remaining repurchase authority to $15 million.
In 1996 and 1995, dividends paid on such stock amounted to $3,795 and $4,341, respectively. Preferred dividends included on the Company's Statements of Operations for the years ended December 31, 1996 and 1995, are net of $2,120 and $1,579, respectively, which was the excess of the carrying amount of the Convertible Preferred Stock over the cash paid to holders of the stock for repurchases made during the year.
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 Brink's Stock Proposal, the Shareholders Rights Plan was amended and restated to reflect the change in the capital structure of the Company. At the time of the Brink's Stock Proposal, each existing Services Right was amended to become a Pittston Brink's Group Right (a "Brink's Right") and each holder of Burlington Stock received one Pittston Burlington Group Right (a "Burlington Right") for each outstanding share of Burlington Stock. Each Brink's 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 $26.67, subject to adjustment. Each Burlington Right, if and when it becomes exercisable, will entitle the holder to purchase one-thousandth of a share of Series D Preferred Stock at a purchase price of $26.67, 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 Brink's Stock, Burlington 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 Brink's Stock, Burlington 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 Brink's Stock, Burlington Stock and Minerals Stock. If after the rights become exercisable, the Company is acquired in a merger or other business combination, each right will entitle the holder to purchase, for the purchase price, common stock of the surviving or acquiring company having a market value of twice the purchase price. In the event a third party acquires 30% or more of all outstanding Brink's Stock, Burlington 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, Series D 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 $0.01 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 therefore (as prescribed by Virginia law) and (ii) the Available Minerals Dividend Amount (as defined in the Articles of Incorporation). At December 31, 1996, the Available Minerals Dividend Amount was at least $22,099. 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 not including stock option plans. The trust first began funding obligations under the Company's various stock option plans in September 1995. Upon formation of the Trust, the Company sold for a promissory note of the Trust, 4,000,000 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 Brink's Stock Proposal, 3,537,811 shares in the Trust were redesignated as Brink's Stock and 1,768,906 shares of Burlington Stock were distributed to the Trust. At December 31, 1996, 3,141,493 shares of Brink's Stock (3,552,906 in 1995), 1,279,544 shares of Burlington Stock (1,776,453 in 1995) and 423,652 shares of Minerals Stock (594,461 in 1995) 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 is included in each issue of common stock 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
The following represents the significant acquisitions made by the Company in 1996, 1995 and 1994.
During 1994, a wholly owned indirect subsidiary of the Company completed the acquisition of substantially all of the coal mining operations and coal supply contracts of Addington Resources, Inc. ("Addington") for $157,324. The acquisition has been 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. The fair value of assets acquired was $173,959 and liabilities assumed was $138,518. The excess of the purchase price over the fair value of assets acquired and liabilities assumed was $121,883 and is being amortized over a period of forty years. The acquisition was financed by the issuance of $80,500 of Convertible Preferred Stock (Note 9) and additional borrowings under existing credit facilities. In March 1994, the additional debt incurred for this acquisition was refinanced with a portion of the proceeds from the five-year term loan (Note 7).
There were no significant acquisitions in 1995 or 1996.
The results of operations of the businesses acquired in 1996, 1995 and 1994 have been included in the Company's results of operations from their dates of acquisition.
11. COAL JOINT VENTURE
The Company, through a wholly owned indirect subsidiary, has a partnership agreement, Dominion Terminal Associates ("DTA"), with three other coal companies to operate coal port facilities in Newport News, Virginia, in the Port of Hampton Roads (the "Facilities"). The Facilities, in which the Company's wholly owned indirect subsidiary has a 32.5% interest, have an annual throughput capacity of 22 million tons, with a ground storage capacity of approximately 2 million tons. The Facilities are financed by a series of coal terminal revenue refunding bonds issued by the Peninsula Ports Authority of Virginia (the "Authority"), a political subdivision of the Commonwealth of Virginia, in the aggregate principal amount of $132,800, of which $43,160 are attributable to the Company. These bonds bear a fixed interest rate of 7.375%. 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 one dollar 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 and interest on the bonds. 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 bonds. Payments for operating costs aggregated $5,208 in 1996, $6,841 in 1995 and $7,173 in 1994. The Company has the right to use 32.5% 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, 1996, aggregate future minimum lease payments under noncancellable operating leases were as follows:
Equipment Aircraft Facilities & Other Total - -------------------------------------------------------------------------------- 1997 $27,590 40,412 26,844 94,846 1998 20,661 33,229 18,816 72,706 1999 17,979 25,131 10,283 53,393 2000 11,479 19,571 5,769 36,819 2001 10,339 16,490 2,041 28,870 2002 6,336 14,166 826 21,328 2003 -- 12,857 556 13,413 2004 -- 12,424 417 12,841 2005 -- 11,250 417 11,667 Later Years -- 67,124 3,298 70,422 - -------------------------------------------------------------------------------- Total $94,384 252,654 69,267 416,305 ================================================================================
These amounts are net of aggregate future minimum noncancellable sublease rentals of $4,476.
Net rent expense amounted to $111,562 in 1996, $120,583 in 1995 and $110,414 in 1994.
The Company incurred capital lease obligations of $3,185 in 1996, $2,948 in 1995 and $3,152 in 1994. In addition, in 1994 the Company assumed capital lease obligations of $16,210 as part of the acquisition of the coal operations of Addington (Note 10). As of December 31, 1996, the Company's obligations under capital leases were not significant (Note 7).
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, in addition to sponsoring certain other defined benefit plans. Benefits under most of the plans are based on salary (including commissions, bonuses, overtime and premium pay) and years of service. The Company's policy is to fund 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 1996, 1995 and 1994 for all plans is as follows:
Years Ended December 31 1996 1995 1994 - -------------------------------------------------------------------------------- Service cost--benefits earned during year $ 14,753 11,193 12,169 Interest cost on projected benefit obligation 23,719 21,429 19,781 Loss (return) on assets--actual (57,109) (77,368) 576 (Loss) return on assets--deferred 19,461 43,139 (33,601) Other amortization, net 1,741 (803) 1,441 - -------------------------------------------------------------------------------- Net pension expense (credit) $ 2,565 (2,410) 366 ================================================================================
The assumptions used in determining the net pension expense (credit) for the Company's primary pension plan were as follows:
1996 1995 1994 - -------------------------------------------------------------------------------- Interest cost on projected benefit obligation 7.5% 8.75% 7.5% Expected long-term rate of return on assets 10.0% 10.0% 10.0% Rate of increase in compensation levels 4.0% 4.0% 4.0% ================================================================================
The funded status and prepaid pension expense at December 31, 1996 and 1995 for all plans are as follows:
1996 1995 - -------------------------------------------------------------------------------- Actuarial present value of accumulated benefit obligation: Vested $ 276,335 263,992 Nonvested 15,694 14,644 - -------------------------------------------------------------------------------- 292,029 278,636 Benefits attributable to projected salaries 47,231 40,854 - -------------------------------------------------------------------------------- Projected benefit obligation 339,260 319,490 Plan assets at fair value 450,430 406,923 - -------------------------------------------------------------------------------- Excess of plan assets over projected benefit obligation 111,170 87,433 Unamortized initial net asset (2,719) (3,642) Unrecognized experience loss 11,179 35,820 Unrecognized prior service cost 1,540 1,764 - -------------------------------------------------------------------------------- Net pension assets 121,170 121,375 Current pension liabilities 3,071 2,368 - -------------------------------------------------------------------------------- Deferred pension assets per balance sheet $ 124,241 123,743 ================================================================================
For the valuation of the Company's primary pension obligations and the calculation of the funded status, the discount rate was 8% in 1996 and 7.5% in 1995. The expected long-term rate of return on assets was 10% in both years. The rate of increase in compensation levels used was 4% in 1996 and 1995.
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, 1996, approximately 70% of plan assets were invested in equity securities and 30% in fixed income securities.
Under the 1990 collective bargaining agreement with the United Mine Workers of America ("UMWA"), the Company agreed to make payments at specified contribution rates for the benefit of the UMWA employees. The trustees of the UMWA pension fund contested the agreement and brought action against the Company. While the case was in litigation, Minerals Group's benefit payments were made into an escrow account for the benefit of union employees. During 1996, the case was settled and the escrow funds were released (Note 17). As a result of the settlement, the Coal subsidiaries agreed to continue their participation in the UMWA 1974 pension plan at defined contribution rates.
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.
For the years 1996, 1995 and 1994, the components of periodic expense for these postretirement benefits were as follows:
Years Ended December 31 1996 1995 1994 - -------------------------------------------------------------------------------- Service cost--benefits earned during the year $ 2,069 1,720 2,446 Interest cost on accumulated postretirement benefit obligation 20,213 19,957 21,429 Amortization of losses (gains) 1,128 (15) 2,804 - -------------------------------------------------------------------------------- Total expense $23,410 21,662 26,679 ================================================================================
Interest costs on the accumulated postretirement benefit obligation were based upon rates of 7.5% in 1996, 8.75% in 1995 and 7.5% in 1994.
At December 31, 1996 and 1995, the actuarial and recorded liabilities for these postretirement benefits, none of which have been funded, were as follows:
Years Ended December 31 1996 1995 - -------------------------------------------------------------------------------- Accumulated postretirement benefit obligation: Retirees $ 237,677 232,418 Fully eligible active plan participants 25,267 25,211 Other active plan participants 24,578 29,417 - -------------------------------------------------------------------------------- 287,522 287,046 Unrecognized experience loss (42,850) (48,113) - -------------------------------------------------------------------------------- Liability included on the balance sheet 244,672 238,933 Less current portion 17,975 19,038 - -------------------------------------------------------------------------------- Noncurrent liability for postretirement health care and life insurance benefits $ 226,697 219,895 ================================================================================
The accumulated postretirement benefit obligation was determined using the unit credit method and an assumed discount rate of 8% in 1996 and 7.5% in 1995. The assumed health care cost trend rate used in 1996 was 8.24% for pre-65 retirees, grading down to 5% in the year 2001. For post-65 retirees, the assumed trend rate in 1996 was 6.9%, grading down to 5% in the year 2001. The assumed Medicare cost trend rate used in 1996 was 6.46%, grading down to 5% in the year 2001.
A percentage point increase each year in the assumed health care cost trend rate used would have resulted in an increase of approximately $3,000 in the aggregate service and interest components of expense for the year 1996, and an increase of approximately $36,000 in the accumulated postretirement benefit obligation at December 31, 1996.
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 125% 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 $6,875 in 1996, $6,324 in 1995 and $5,830 in 1994.
The Company sponsors other defined contribution benefit plans based on hours worked, tons produced or other measurable factors. Contributions under all of these plans aggregated $643 in 1996, $1,030 in 1995 and $1,026 in 1994.
In October 1992, the Coal Industry Retiree Health Benefit Act of 1992 (the "Health Benefit Act") was enacted as part of the Energy Policy Act of 1992. The Health Benefit Act established rules for the payment of future health care benefits for thousands of retired union mine workers and their dependents. The Health Benefit Act established a trust fund to which the Company and certain of its subsidiaries (the "Pittston Companies") are jointly and severally liable for annual premiums for assigned beneficiaries, together with a pro rata share or certain beneficiaries who never worked for such employers ("unassigned beneficiaries"), in amounts determined on the basis set forth in the Health Benefit Act. For 1996, 1995 and 1994, these amounts, on a pretax basis, were approximately $10,400, $10,800 and $11,000, respectively. The Company believes that the annual liability under the Health Benefit Act for the Pittston Companies' assigned beneficiaries will continue at approximately $10,000 per year for the next several 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 Social Security Administration, the Company estimates the aggregate pretax liability relating to the Pittston Companies' remaining assigned beneficiaries at approximately $210,000, which when discounted at 8% provides a present value estimate of approximately $90,000.
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.
14. RESTRUCTURING AND OTHER (CREDITS) CHARGES, INCLUDING LITIGATION ACCRUAL
Refer to Note 17 for a discussion of the benefit of the reversal of a litigation accrual related to the Evergreen case of $35,650.
The market for metallurgical coal, for much of the past fifteen years, has been characterized by weak demand from primary steel producers and intense competition from foreign coal producers, especially those in Australia and Canada. Metallurgical coal sales contracts are typically subject to annual price negotiations, which increase the risk of market forces. As a result of these conditions in the metallurgical coal markets, Coal operations decreased its exposure to this business by selecting to participate only in those higher-margin metallurgical markets which generate acceptable profitability. Simultaneously with that business decision, management conducted a review of the economic viability of its metallurgical coal assets in early 1994 and determined that four underground mines were no longer economically viable and should be closed, resulting in significant economic impairment to three related preparation plants. In addition, it was determined that one surface steam coal mine, the Heartland mine, which provided coal to Alabama Power under a long-term sales agreement, would be closed due to rising costs caused by unfavorable geological conditions.
As a result of these decisions, Coal operations incurred pretax charges of $90,806 ($58,116 after-tax) in the first quarter of 1994, which included a reduction in the carrying value of these assets and related accruals for mine closure costs. These charges included asset writedowns of $46,487, $3,836 for required lease payments owed to lessors for machinery and equipment that would be idled as a result of the mine and facility closures, $19,290 for mine and plant closure costs and $21,193 in contractually or statutorily required employee severance and other benefit costs associated with terminated and inactive employees at these facilities.
Of the four underground mines included in the asset writedown, two ceased coal production in 1994 and one ceased coal production in 1996. Also, in 1994, the Coal operations reached agreement with Alabama Power Company to transfer the coal sales contract serviced by the Heartland mine to another location in West Virginia. The Heartland mine ceased coal production during 1994 and final reclamation and environmental work is complete. By early 1995, two of the three related preparation plants had also closed. At the beginning of 1994 there were approximately 750 employees involved in operations and other administrative support at the facilities included in the 1994 charge. Employment at these facilities was reduced by 52% to approximately 360 employees at December 31, 1994; by 81% to approximately 140 employees at December 31, 1995; and by 87% to approximately 100 employees at December 31, 1996.
The initiation in 1996 of a Virginia tax credit, along with favorable labor negotiations and improved metallurgical contract pricing over 1994, led management to open three new underground coal mines in southwest Virginia during late 1996 and to reactivate one coal preparation and loading facility. In addition, management decided to continue operating the last of the four underground mines and one related coal preparation and loading facility included in the
1994 charge. As a result of these decisions and favorable workers' compensation claim development for closed mines, a portion of the restructuring reserve established in 1994 was no longer required. Accordingly, Coal operations reversed $11,649 ($7,572 after-tax) of its restructuring reserve during the year.
Although coal production has ceased at the mines remaining in the accrual, Coal will incur reclamation and environmental costs for several years to bring these properties into compliance with federal and state environmental laws. In addition, employee termination and medical costs will continue to be incurred for several years after the facilities have been closed. Management believes that the reserve, as adjusted, at December 31, 1996, should be sufficient to provide for these future costs. Management does not anticipate material additional future charges to operating earnings for these facilities, although continual cash funding will be required over the next several years.
The following table analyzes the changes in liabilities during the last three years for facility closure costs recorded as restructuring and other charges:
Employee Mine Termination, Leased and Medical Machinery Plant and and Closure Severance (In thousands) Equipment Costs Costs Total ================================================================================ Balance January 1, 1994 $3,092 28,434 34,217 65,743 Additions 3,836 19,290 21,193 44,319 Payments (a) 3,141 9,468 12,038 24,647 - -------------------------------------------------------------------------------- Balance December 31, 1994 3,787 38,256 43,372 85,415 Payments (b) 1,993 7,765 7,295 17,053 Other reductions (c) 576 1,508 -- 2,084 - -------------------------------------------------------------------------------- Balance December 31, 1995 1,218 28,983 36,077 66,278 Reversals -- 4,778 6,871 11,649 Payments (d) 842 5,499 3,921 10,262 Other reductions (c) -- 6,267 -- 6,267 - -------------------------------------------------------------------------------- Balance December 31, 1996 $ 376 12,439 25,285 38,100 ================================================================================
(a) Of the total payments made, in 1994, $8,672 was for liabilities recorded in years prior to 1993, $5,822 was for liabilities recorded in 1993 and $10,153 was for liabilities recorded in 1994.
(b) Of the total payments made in 1995, $6,424 was for liabilities recorded in years prior to 1993, $2,486 was for liabilities recorded in 1993 and $8,143 was for liabilities recorded in 1994.
(c) These amounts represent the assumption of liabilities by third parties as a result of sales transactions.
(d) Of the total payments made in 1996, $5,119 was for liabilities recorded in years prior to 1993, $485 was for liabilities recorded in 1993, $4,658 was for liabilities recorded in 1994.
During the next 12 months, expected cash funding of these charges will be approximately $6,000 to $10,000. Management estimates that the remaining liability for leased machinery and equipment will be fully paid over the next year. The liability for mine and plant closure costs is expected to be satisfied over the next ten years, of which approximately 49% is expected to be paid over the next two years. The liability for employee related costs, which is primarily workers' compensation, is estimated to be 44% settled over the next four years with the balance paid during the following five to ten years.
15. OTHER OPERATING INCOME
Other operating income includes the Company's share of net income of unconsolidated affiliated companies carried on the equity method of $2,103, $182 and $6,336 for 1996, 1995 and 1994, respectively.
Summarized financial information presented includes the accounts of the following equity affiliates (a):
Ownership At December 31, 1996 - -------------------------------------------------------------------------------- Servicio Pan Americano De Protecion, S.A. (Mexico) 20.0% Brink's Panama, S.A 49.0% 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 Arya 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% Continental Freight (Proprietary) Limited (South Africa) 50.0% Mining Project Investors Limited (Australia) 34.1% MPI Gold (USA) 34.1% ================================================================================
1996 1995 1994 - -------------------------------------------------------------------------------- Revenues $728,815 762,250 833,056 Gross profit 78,900 60,712 154,608 Net income 11,160 (5,873) 23,503 Current assets 209,089 186,039 180,868 Noncurrent assets 217,445 227,229 299,338 Current liabilities 192,679 219,253 145,549 Noncurrent liabilities 117,952 85,057 160,876 Net equity 115,903 108,958 173,781 ================================================================================
(a) Also includes amounts related to equity affiliates who were either sold prior to December 31, 1996 or became consolidated affiliates through increased ownership prior to December 31, 1996. All amounts for such affiliates are presented pro-rata, where applicable.
Undistributed earnings of such companies included in consolidated retained earnings approximated $32,200 at December 31, 1996.
16. SEGMENT INFORMATION
Net sales and operating revenues by geographic area are as follows:
Years Ended December 31 1996 1995 1994 - -------------------------------------------------------------------------------- United States: Domestic customers $1,487,145 1,449,684 1,477,450 Export customers 273,162 256,396 274,695 - -------------------------------------------------------------------------------- 1,760,307 1,706,080 1,752,145 International operations 1,346,337 1,219,987 915,130 - -------------------------------------------------------------------------------- Consolidated net sales and operating revenues $3,106,644 2,926,067 2,667,275 ================================================================================
Segment operating profit by geographic area is as follows:
Years Ended December 31 1996 1995 1994 - -------------------------------------------------------------------------------- United States $125,050 115,530 11,770 International operations 62,902 48,775 47,279 - -------------------------------------------------------------------------------- Total segment operating profit $187,952 164,305 59,049 ================================================================================
Identifiable assets by geographic area are as follows:
As of December 31 1996 1995 1994 - -------------------------------------------------------------------------------- United States $1,221,093 1,245,122 1,252,057 International operations 485,479 453,451 389,074 - -------------------------------------------------------------------------------- Total $1,706,572 1,698,573 1,641,131 ================================================================================
Industry segment information is as follows:
Years Ended December 31 1996 1995 1994 - -------------------------------------------------------------------------------- Net Sales and Operating Revenues: Burlington $ 1,500,318 1,414,821 1,215,284 Brink's 754,011 659,459 547,046 BHS 155,802 128,936 109,947 Coal Operations 677,393 706,251 779,504 Mineral Ventures 19,120 16,600 15,494 - -------------------------------------------------------------------------------- Consolidated net sales and operating revenues $ 3,106,644 2,926,067 2,667,275 ================================================================================ Operating Profit (Loss): Burlington $ 64,604 58,723 69,224 Brink's (a) 56,823 42,738 39,710 BHS (b) 44,872 39,506 32,432 Coal Operations (c) 20,034 23,131 (83,451) Mineral Ventures (c) 1,619 207 1,134 - -------------------------------------------------------------------------------- Segment operating profit 187,952 164,305 59,049 General Corporate expense (21,445) (16,806) (16,176) - -------------------------------------------------------------------------------- Consolidated operating profit $ 166,507 147,499 42,873 ================================================================================
(a) Includes equity in net income of unconsolidated foreign affiliates of $2,103 in 1996, $182 in 1995 and $6,336 in 1994 (Note 15).
(b) 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 by $4,539 in 1996, $4,525 in 1995 and $4,137 in 1994 (Note 4).
(c) Operating profit (loss) of the Coal segment included a (benefit) charge from restructuring and other (credits) charges, including litigation accrual of ($47,299) in 1996 and $90,806 in 1994 (Note 14).
Years Ended December 31 1996 1995 1994 - -------------------------------------------------------------------------------- Capital Expenditures: Burlington $ 59,470 34,576 24,701 Brink's 34,072 23,063 23,963 BHS 61,522 47,256 34,071 Coal Operations 18,881 17,811 25,016 Mineral Ventures 3,714 2,332 2,514 General Corporate 5,950 391 209 - -------------------------------------------------------------------------------- Consolidated capital expenditures $183,609 125,429 110,474 ================================================================================ Depreciation, Depletion and Amortization: Burlington $ 23,254 19,856 17,209 Brink's 24,293 21,844 20,553 BHS 30,115 22,408 17,817 Coal Operations 34,632 40,285 44,731 Mineral Ventures 1,856 1,597 1,202 General Corporate 468 379 344 - -------------------------------------------------------------------------------- Consolidated depreciation, depletion and amortization $114,618 106,369 101,856 ================================================================================
As of December 31 1996 1995 1994 - -------------------------------------------------------------------------------- Assets: Burlington $ 598,060 539,719 472,440 Brink's 340,922 321,022 297,816 BHS 149,992 116,701 87,372 Coal Operations 594,772 699,049 761,827 Mineral Ventures 22,826 22,082 21,676 - -------------------------------------------------------------------------------- Identifiable assets 1,706,572 1,698,573 1,641,131 General Corporate (primarily cash, investments, advances and deferred pension assets) 106,307 108,799 96,647 - -------------------------------------------------------------------------------- Consolidated assets $1,812,879 1,807,372 1,737,778 ================================================================================
17. LITIGATION
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 $6,900 and $17,000 over a period of up 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 conducted. The clean-up estimates have been modified from prior years' in light of cost inflation. The estimate of costs and the timing of payments could change as a result of changes to the remediation plan required, changes in the technology available to treat the site, unforseen circumstances existing at the site and additional cost inflation.
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. In August 1995, the District Court ruled on various Motions for Summary Judgement. In its decision, the Court found favorably for the Company on several matters relating to the comprehensive general liability policies but concluded that the pollution liability policies did not contain pollution coverage for the types of claims associated with the Tankport site. The Company has appealed the District Court's decision to the Third Circuit. However, management and its outside legal counsel continue to believe that recovery of a substantial portion of the cleanup costs will ultimately be probable of realization. Accordingly, it is the Company's belief that, based on estimates of potential liability and probable realization of insurance recoveries, the Company would be liable for approximately $1,400 based on the Court's decision and related developments of New Jersey law.
In 1988, the trustees of certain pension and benefit trust funds (the "Trust Funds") established under collective bargaining agreements with the UMWA brought an action (the "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 and subsequent National Bituminous Coal Wage Agreements, to which neither the Company nor any of its subsidiaries is a signatory. In 1993, the Company recognized in its consolidated financial statements the potential liability that might have resulted from an ultimate adverse judgment in the Evergreen Case (Notes 13 and 14).
In late March 1996, a settlement was reached in the Evergreen Case. Under the terms of the settlement, the coal subsidiaries which had been signatories to earlier National Bituminous Coal Wage Agreements agreed to make various lump sum payments in full satisfaction of all amounts allegedly due to the Trust Funds through January 31, 1996, to be paid over time as follows: approximately $25,800 upon dismissal of the Evergreen Case and the remainder of $24,000 in installments of $7,000 in 1996 and $8,500 in each of 1997 and 1998. The first payment was entirely funded through an escrow account previously established by the Company. The second payment of $7,000 was paid in 1996 and was funded from cash provided by operating activities. In addition, the coal subsidiaries agreed to future participation in the UMWA 1974 Pension Plan.
As a result of the settlement of the Evergreen Case at an amount lower than those previously accrued, the Company recorded a pretax gain of $35,650 ($23,173 after-tax) in the first quarter of 1996 in its consolidated financial statements.
18. COMMITMENTS
At December 31, 1996, the Company had contractual commitments for third parties to contract mine or provide coal. Based on the contract provisions these commitments are currently estimated to aggregate approximately $124,675 and expire from 1997 through 1999 as follows:
1997 $ 79,894 1998 27,480 1999 17,301
Spending under the contracts was $99,161 in 1996, $83,532 in 1995 and $53,097 in 1994.
19. SUPPLEMENTAL CASH FLOW INFORMATION
For the years ended December 31, 1996, 1995 and 1994, cash payments for income taxes, net of refunds received, were $26,412, $21,967 and $23,406, respectively.
For the years ended December 31, 1996, 1995 and 1994, cash payments for interest were $14,659, $13,575 and $12,104, respectively.
In 1995, the Company sold mining operations in Ohio together with a related coal supply contract for notes and royalties receivable totaling $6,949.
20. SELECTED QUARTERLY FINANCIAL DATA (UNAUDITED)
Tabulated below are certain data for each quarter of 1996 and 1995.
1st 2nd 3rd 4th - -------------------------------------------------------------------------------- 1996 Quarters: Net sales and operating revenues $ 734,762 760,734 786,873 824,275 Gross profit 61,956 104,693 116,745 111,155 Net income 18,620 25,426 29,044 31,064
Per Pittston Brink's Group Common Share: Net income $ .31 .37 .41 .47
Per Pittston Burlington Group Common Share: Net income $ .20 .46 .56 .55
Per Pittston Minerals Group Common Share: Net income (loss): Primary $ .25 .35 .33 .20 Fully diluted .25 .27 .25 .20
1995 Quarters: Net sales and operating revenues $ 699,084 711,767 752,453 762,763 Gross profit 76,028 89,898 108,578 109,864 Net income 14,065 24,608 29,599 29,700
Per Pittston Brink's Group Common Share: Net income $ .25 .32 .39 .39
Per Pittston Burlington Group Common Share: Net income $ .21 .42 .56 .54
Per Pittston Minerals Group Common Share: Net income: Primary $ .05 .45 .51 .43 Fully diluted .05 .45 .45 .43
Pittston Brink's Group - -------------------------------------------------------------------------------- STATEMENT OF MANAGEMENT RESPONSIBILITY - --------------------------------------------------------------------------------
The management of The Pittston Company (the "Company") is responsible for preparing the accompanying Pittston Brink's Group (the "Brink's Group") 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 LLP, independent auditors. During the audit they review and make appropriate tests of accounting records and internal controls to the extent they consider necessary to express an opinion on the Brink's Group's financial statements.
The Company's Board of Directors pursues its oversight role with respect to the Brink's 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 Brink's Group's financial statements.
- -------------------------------------------------------------------------------- INDEPENDENT AUDITORS' REPORT - --------------------------------------------------------------------------------
The Board of Directors and Shareholders The Pittston Company
We have audited the accompanying balance sheets of Pittston Brink's Group (as described in Note 1) as of December 31, 1996 and 1995, and the related statements of operations and cash flows for each of the years in the three-year period ended December 31, 1996. 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 Brink's Group present fairly, in all material respects, the financial position of Pittston Brink's Group as of December 31, 1996 and 1995, and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, 1996, in conformity with generally accepted accounting principles.
As more fully discussed in Note 1, the financial statements of Pittston Brink's Group should be read in connection with the audited consolidated financial statements of The Pittston Company and subsidiaries.
KPMG PEAT MARWICK LLP
KPMG Peat Marwick LLP Stamford, Connecticut
January 23, 1997
Pittston Brink's Group - -------------------------------------------------------------------------------- BALANCE SHEETS - --------------------------------------------------------------------------------
December 31 (Dollars in thousands) 1996 1995 ================================================================================ ASSETS Current assets: Cash and cash equivalents $ 20,012 21,977 Short-term investments 1,856 3,288 Accounts receivable: Trade 124,371 112,705 Other 5,527 4,841 - -------------------------------------------------------------------------------- 129,898 117,546 Less estimated amount uncollectible 4,970 3,756 - -------------------------------------------------------------------------------- 124,928 113,790 Receivable--Pittston Minerals Group (Note 2) 14,027 3,945 Inventories 3,073 2,795 Prepaid expenses 11,680 10,380 Deferred income taxes (Note 7) 14,481 13,146 - -------------------------------------------------------------------------------- Total current assets 190,057 169,321 Property, plant and equipment, at cost (Note 4) 497,500 429,077 Less accumulated depreciation and amortization 240,741 214,424 - -------------------------------------------------------------------------------- 256,759 214,653 Intangibles, net of amortization (Note 5) 28,162 28,893 Investment in and advances to unconsolidated affiliates 29,081 28,406 Deferred pension assets (Note 12) 33,670 33,923 Deferred income taxes (Note 7) 2,120 1,081 Other assets 11,816 8,449 - -------------------------------------------------------------------------------- Total assets $551,665 484,726 ================================================================================
LIABILITIES AND SHAREHOLDER'S EQUITY Current liabilities: Short-term borrowings $ 1,751 4,858 Current maturities of long-term debt (Note 8) 2,139 4,117 Accounts payable 36,995 35,460 Accrued liabilities: Taxes 14,051 13,690 Workers' compensation and other claims 16,667 17,613 Payroll and vacation 21,993 19,025 Deferred monitoring revenues 13,415 12,134 Miscellaneous (Note 12) 32,381 23,544 - -------------------------------------------------------------------------------- 98,507 86,006 - -------------------------------------------------------------------------------- Total current liabilities 139,392 130,441
Long-term debt, less current maturities (Note 8) 5,542 5,795 Postretirement benefits other than pensions (Note 12) 3,835 3,475 Workers' compensation and other claims 11,056 11,292 Deferred income taxes (Note 7) 38,539 37,529 Payable--Pittston Minerals Group (Note 2) 8,760 7,844 Minority interests 22,929 21,361 Other liabilities 8,234 8,184 Commitments and contingent liabilities (Notes 8, 11 and 15) Shareholder's equity (Notes 3, 9 and 10) 313,378 258,805 - -------------------------------------------------------------------------------- Total liabilities and shareholder's equity $551,665 484,726 ================================================================================
See accompanying notes to financial statements.
Pittston Brink's Group - -------------------------------------------------------------------------------- STATEMENTS OF OPERATIONS - --------------------------------------------------------------------------------
Years Ended December 31 (In thousands, except per share amounts) 1996 1995 1994 ================================================================================ Operating revenue $ 909,813 788,395 656,993 - -------------------------------------------------------------------------------- Costs and expenses: Operating expenses 687,175 599,683 498,185 Selling, general and administrative expenses 130,833 112,133 97,245 - -------------------------------------------------------------------------------- Total costs and expenses 818,008 711,816 595,430 - -------------------------------------------------------------------------------- Other operating income, net (Note 13) 2,433 895 5,913 - -------------------------------------------------------------------------------- Operating profit 94,238 77,474 67,476
Interest income 2,745 1,840 1,503 Interest expense (Note 2) (1,810) (2,050) (2,450) Other expense, net (5,407) (3,505) (3,068) - -------------------------------------------------------------------------------- Income before income taxes 89,766 73,759 63,461 Provision for income taxes (Note 7) 30,071 22,666 21,972 - -------------------------------------------------------------------------------- Net income $ 59,695 51,093 41,489 ================================================================================ Net income per common share (Note 1) $ 1.56 1.35 1.10 ================================================================================ Average common shares outstanding 38,200 37,931 37,784
See accompanying notes to financial statements.
Pittston Brink's Group - -------------------------------------------------------------------------------- STATEMENTS OF CASH FLOWS - --------------------------------------------------------------------------------
See accompanying notes to financial statements.
Pittston Brink's Group - -------------------------------------------------------------------------------- NOTES TO FINANCIAL STATEMENTS - --------------------------------------------------------------------------------
(Dollars in thousands, except per share amounts)
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation On January 18, 1996, the shareholders of The Pittston Company, (the "Company") approved the Brink's Stock Proposal, as described in the Company's proxy statement dated December 15, 1995, resulting in the modification, effective as of January 19, 1996, of the capital structure of the Company to include an additional class of common stock. The outstanding shares of Pittston Services Group Common Stock, par value $1.00 per share, ("Services Stock") have been redesignated as Pittston Brink's Group Common Stock, par value $1.00 per share, ("Brink's Stock") on a share-for-share basis, and a new class of common stock, designated as Pittston Burlington Group Common Stock, par value $1.00 per share, ("Burlington Stock") was distributed on the basis of one-half of one share for each outstanding share of Services Stock. Holders of Pittston Minerals Group Common Stock, par value $1.00 per share, ("Minerals Stock") continue to be holders of such stock, which continues to reflect the performance of the Pittston Minerals Group (the "Minerals Group"). Brink's Stock is intended to reflect the performance of the Pittston Brink's Group (the "Brink's Group") and Burlington Stock is intended to reflect the performance of the Pittston Burlington Group (the "Burlington Group").
The financial statements of the Brink's Group include the balance sheets, the results of operations and cash flows of the 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. The Brink's 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 a reasonable and equitable allocation of such items (Note 2).
The Company provides to holders of Brink's Stock separate financial statements, financial review, descriptions of business and other relevant information for the Brink's Group in addition to the consolidated financial information of the Company. Notwithstanding the attribution of assets and liabilities (including contingent liabilities) among the Minerals Group, the Brink's Group and the Burlington Group for the purpose of preparing their respective financial statements, this attribution and the change in the capital structure of the Company as a result of the approval of the Brink's Stock Proposal did not affect legal title to such assets or responsibility for such liabilities for the Company or any of its subsidiaries. Holders of Brink's Stock are common shareholders of the Company, which continues to be responsible for all liabilities. Financial impacts arising from one group that affect the Company's financial condition could affect the results of operations and financial condition of each of the groups. Since financial developments within one group could affect other groups, all shareholders of the Company could be adversely affected by an event directly impacting only one group. Accordingly, the Company's consolidated financial statements must be read in connection with the Brink's Group's financial statements.
Principles of Combination The accompanying financial statements reflect the combined accounts of the businesses comprising the Brink's Group and their majority-owned subsidiaries. The Brink's Group's interests in 20% to 50% owned companies are carried on the equity method. 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, but not exceeding one year, 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.
Subscriber installation costs for home security systems provided by BHS are capitalized and depreciated over the estimated life of the assets and are included in machinery and equipment. The security system that is installed remains the property of BHS and is capitalized at the cost to bring the revenue producing asset to its intended use. When an installation is identified for disconnection, the remaining net book value of the installation is fully written-off and charged to depreciation expense.
Intangibles The excess of cost over fair value of net assets of businesses acquired is amortized on a straight-line basis over the estimated periods benefited.
The Brink's Group evaluates the carrying value of intangibles and the periods of amortization to determine whether events and circumstances warrant revised estimates of asset value or useful lives. The Brink's Group annually assesses the recoverability of the excess of cost over net assets acquired by determining whether the amortization of the asset balance over its remaining life can be recovered through projected undiscounted future operating cash flows. Evaluation of asset value as well as periods of amortization are performed on a disaggregated basis at each of the Brink's Group's operating units.
Income Taxes Income taxes are accounted for in accordance with Statement of Financial Accounting Standards No. 109, "Accounting for Income Taxes", 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 Brink's Group.
Postretirement Benefits Other Than Pensions Postretirement benefits other than pensions are accounted for in accordance with Statement of Financial Accounting Standards No. 106, "Employers' Accounting for Postretirement Benefits Other Than Pensions", which requires employers to accrue the cost of such retirement benefits during the employees' service with the Company.
Net Income Per Common Share Net Income per common share is computed by dividing the net income by the weighted-average number of shares outstanding during the period. The potential dilution from the exercise of stock options is not material. The shares held in The Pittston Company Employee Benefits Trust (Note 10) are not included in the net income per share calculations as they were evaluated for inclusion in those calculations under the treasury stock method and had no dilutive effect.
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 in 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 portion of the Brink's 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 Brink's Group are reported in U.S. dollars, they are affected by the changes in the value of various foreign currencies in relation to the U.S. dollar. However, the Brink's Group's international activity is not concentrated in any single currency, which reduces the risks of foreign currency rate fluctuations.
Revenue Recognition Brink's--Revenues 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. Installation fee revenues are recognized to the extent of direct selling costs incurred and expensed. Installation fee revenues in excess of direct selling costs are deferred and recognized as income on a straight-line basis over ten years.
Use of Estimates In accordance with generally accepted accounting principles, management of the Company has made a number of estimates and assumptions relating to the reporting of assets and liabilities and the disclosure of contingent assets and liabilities to prepare these financial statements. Actual results could differ from those estimates.
Accounting Changes In 1996, the Brink's Group adopted Statement of Financial Accounting Standards ("SFAS") No. 121, "Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed Of". SFAS No. 121 requires companies to review for impairment whenever circumstances indicate that the carrying amount of an asset may not be recoverable. The adoption of this statement did not have an impact on the Brink's Group's financial statements.
In 1996 the Brink's Group also adopted SFAS No. 123, "Accounting for Stock Based Compensation". SFAS No. 123 establishes financial accounting and reporting standards for stock-based employee compensation plans. SFAS No. 123 allows for the adoption of a fair value based method of accounting for all employee stock compensation plans or it allows entities to continue to measure compensation cost for those plans using the intrinsic value based method of accounting prescribed by Accounting Principles Board Opinion ("APB") No. 25, "Accounting for Stock Issued to Employees". APB No. 25 requires the disclosure of net income and net income per share as if the fair value based method of accounting is applied. The Brink's Group has elected to continue to account for its stock compensation plans according to APB No. 25 with the disclosure of the impact on net income and net income per share as if the fair value based method of accounting is applied (Note 9).
2. RELATED PARTY TRANSACTIONS
The following policies may be modified or rescinded by action of the 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 deferred pension assets, income taxes and accrued liabilities.
Financial As a matter of policy, the Company manages most financial activities of the Brink's Group, Burlington 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, 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 Brink's Group based upon its cash flows for the periods presented after giving consideration to the debt and equity structure of the Company. The Company attributes long-term debt to the Brink's Group based upon the purpose for the debt in addition to the cash requirements of the Brink's Group. At December 31, 1996 and 1995, none of the long-term debt of the Company was attributed to the Brink's Group. The portion of the Company's interest expense allocated to the Brink's Group for 1996, 1995 and 1994 was $106, $120 and $176, respectively. Management believes such method of allocation to be equitable and a reasonable estimate of the cost attributable to the Brink's Group.
To the extent borrowings are deemed to occur between the Brink's Group, the Burlington Group and the Minerals Group, intergroup accounts are 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 Chase Manhattan Bank from time to time. At December 31, 1996 and 1995, the Minerals Group owed the Brink's Group $24,027 and $17,945, respectively, as the result of borrowings.
Income Taxes The Brink's 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 Brink's Group, Burlington 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 among 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 intergroup account is established for the benefit of the Group generating the attributes. 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. At December 31, 1996 and 1995, the Brink's Group owed the Minerals Group $18,760 and $21,844, respectively, for such tax benefits, of which $8,760 and $7,844, respectively, were not expected to be paid within one year from such dates in accordance with the policy. The Brink's Group paid the Minerals Group $14,470 in 1996 and $10,172 in 1995 for the utilization of such tax benefits.
Shared Services A portion of the Company's corporate general and administrative expenses and other shared services has been allocated to the Brink's Group based upon utilization and other methods and
criteria which management believes to be equitable and a reasonable estimate of the cost attributable to the Brink's Group. These allocations were $7,457, $4,770 and $4,666 in 1996, 1995 and 1994, respectively.
Pension The Brink's 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 Brink's 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 the cost attributable to the Brink's Group.
3. SHAREHOLDER'S EQUITY
The following presents shareholder's equity of the Brink's Group:
As of December 31 1996 1995 1994 - -------------------------------------------------------------------------------- Balance at beginning of period $ 258,805 215,531 175,219 Net income 59,695 51,093 41,489 Foreign currency translation adjustment (1,423) (6,808) (25) Stock options exercised 1,940 1,114 3,730 Stock released from employee benefits trust to employee benefits plan 5,633 3,371 899 Other -- -- 216 Stock repurchases (6,936) (2,303) (4,146) Dividends declared (3,902) (3,437) (3,404) Cost of Stock Proposals (1,238) -- (1) Tax benefit of options exercised 804 244 1,554 - -------------------------------------------------------------------------------- Balance at end of period $ 313,378 258,805 215,531 ================================================================================
The cumulative foreign currency translation adjustment deducted from shareholder's equity is $21,467, $20,044 and $13,236 at December 31, 1996, 1995 and 1994, respectively.
4. PROPERTY, PLANT AND EQUIPMENT
Property, plant and equipment, at cost, consist of the following:
As of December 31 1996 1995 - -------------------------------------------------------------------------------- Land $ 5,463 4,461 Buildings 78,999 69,135 Machinery and equipment 413,038 355,481 - -------------------------------------------------------------------------------- Total $497,500 429,077 ================================================================================
The estimated useful lives for property, plant and equipment are as follows:
Years - -------------------------------------------------------------------------------- Buildings 10 to 50 Machinery and equipment 2 to 20
Depreciation of property, plant and equipment aggregated $53,285 in 1996, $42,853 in 1995, $35,992 in 1994.
Changes in capitalized subscriber installation costs for home security systems included in machinery and equipment were as follows:
Years Ended December 31 1996 1995 1994 - -------------------------------------------------------------------------------- Capitalized subscriber installation costs--beginning of year $ 105,336 81,445 65,785 Capitalized cost of security system installations 57,194 44,488 32,309 Depreciation, including amounts recognized to fully depreciate capitalized costs for installations disconnected during the year (27,680) (20,597) (16,649) - -------------------------------------------------------------------------------- Capitalized subscriber installation costs--end of year $ 134,850 105,336 81,445 ================================================================================
New subscribers were approximately 98,500 in 1996, 82,600 in 1995, and 75,200 in 1994.
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 $2,517 in 1996, $2,712 in 1995 and $2,645 in 1994) and costs incurred for maintaining facilities and vehicles dedicated to the installation process (in the amount of $2,022 in 1996, $1,813 in 1995 and $1,492 in 1994). The effect of this change in accounting principle was to increase operating profit of the Brink's Group in 1996, 1995 and 1994 by $4,539, $4,525 and $4,137, respectively, and net income of the Brink's Group in 1996, 1995 and 1994 by $2,723, $2,720 and $2,486, respectively, or by $0.07 per share in 1996, 1995 and 1994. 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. However, the Brink's 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 Brink's Group believes the effect on net income in 1996, 1995 and 1994 was immaterial.
5. INTANGIBLES
Intangibles consist entirely of the excess of cost over fair value of net assets of businesses acquired and are net of accumulated amortization of $8,778 at December 31, 1996 and $7,793 at December 31, 1995. The estimated useful life of intangibles is generally forty years. Amortization of intangibles aggregated $967 in 1996, $958 in 1995 and $882 in 1994.
6. FINANCIAL INSTRUMENTS
Financial instruments which potentially subject the Brink's Group to concentrations of credit risk consist principally of cash and cash equivalents, short-term cash investments and trade receivables. The Brink's Group's cash and cash equivalents and short-term investments are placed with high credit quality 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 Brink's Group's customer base, and their dispersion across many 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.
Accounts receivable, accounts payable and accrued liabilities The carrying amounts approximate fair value because of the short-term nature of these instruments.
Debt The aggregate fair value of the Brink's Group's long-term debt obligations, which is based upon quoted market prices and rates currently available to the Brink's Group for debt with similar terms and maturities, approximates the carrying amount.
Off-balance sheet instruments The Brink's Group utilizes off-balance sheet financial instruments from time to time to hedge its foreign currency and exposures. The risk that counterparties to such instruments may be unable to perform is minimized by limiting the counterparties to major financial institutions. The Brink's Group does not expect any losses due to such counterparty default.
7. INCOME TAXES
The provision (credit) for income taxes consists of the following:
U.S. Federal Foreign State Total - -------------------------------------------------------------------------------- 1996: Current $18,079 8,830 3,100 30,009 Deferred 1,634 (1,760) 188 62 - -------------------------------------------------------------------------------- Total $19,713 7,070 3,288 30,071 ================================================================================ 1995: Current $16,010 4,615 2,993 23,618 Deferred 972 (1,550) (374) (952) - -------------------------------------------------------------------------------- Total $16,982 3,065 2,619 22,666 ================================================================================ 1994: Current $12,085 2,873 2,686 17,644 Deferred 2,188 1,608 532 4,328 - -------------------------------------------------------------------------------- Total $14,273 4,481 3,218 21,972 ================================================================================
The significant components of the deferred tax expense (benefit) were as follows:
Years Ended December 31 1996 1995 1994 - -------------------------------------------------------------------------------- Deferred tax expense (benefit), exclusive of the components listed below $ 1,479 1,550 2,892 Net operating loss carryforwards (1,851) (790) 449 Alternative minimum tax credits 434 (1,712) 1,084 Change in the valuation allowance for deferred tax assets -- -- (97) - -------------------------------------------------------------------------------- Total $ 62 (952) 4,328 ================================================================================
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, 1996 and December 31, 1995 were as follows:
1996 1995 - -------------------------------------------------------------------------------- Deferred tax assets: Accounts receivable $ 1,815 1,417 Postretirement benefits other than pensions 2,191 2,028 Workers' compensation and other claims 6,208 5,180 Other liabilities and reserves 14,718 13,561 Miscellaneous 1,113 1,015 Net operating loss carryforwards 5,206 3,355 Alternative minimum tax credits 11,149 11,245 - -------------------------------------------------------------------------------- Total deferred tax assets 42,400 37,801 - -------------------------------------------------------------------------------- Deferred tax liabilities: Property, plant and equipment 25,857 22,063 Pension assets 15,287 15,031 Other assets 2,791 2,929 Investments in foreign affiliates 10,090 11,478 Miscellaneous 10,313 9,602 - -------------------------------------------------------------------------------- Total deferred tax liabilities 64,338 61,103 - -------------------------------------------------------------------------------- Net deferred tax liability $21,938 23,302 ================================================================================
The recording of 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 Brink's Group under the Company's tax allocation policy.
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 1996, 1995 and 1994 to the income before income taxes.
Years Ended December 31 1996 1995 1994 - -------------------------------------------------------------------------------- Income before income taxes: United States $ 63,569 59,507 47,419 Foreign 26,197 14,252 16,042 - -------------------------------------------------------------------------------- Total $ 89,766 73,759 63,461 ================================================================================ Tax provision computed at statutory rate $ 31,418 25,816 22,211 Increases (reductions) in taxes due to: State income taxes (net of federal tax benefit) 2,137 1,702 2,092 Difference between total taxes on foreign income and the U.S. federal statutory rate (4,149) (5,528) (3,259) Miscellaneous 665 676 928 - -------------------------------------------------------------------------------- Actual tax provision $ 30,071 22,666 21,972 ================================================================================
It is the policy of the Brink's 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, 1996 and December 31, 1995, the unrecognized deferred tax liability for temporary differences of approximately $26,963 and $29,531, 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 $9,437 and $10,336, respectively.
The Brink's Group is included in the Company's consolidated U.S. federal income tax return.
As of December 31, 1996, the Brink's Group had $11,149 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 Brink's Group as at December 31, 1996 were $5,206 and related to various state and foreign taxing jurisdictions. The expiration periods primarily range from 5 to 15 years.
8. LONG-TERM DEBT
Total long-term debt of the Brink's Group consists of the following:
As of December 31 1996 1995 - -------------------------------------------------------------------------------- Senior obligations: U.S. dollar term loan due 1996 (year-end rate 6.44% in 1995) $ -- 1,582 All other 2,566 2,150 - -------------------------------------------------------------------------------- 2,566 3,732 Obligations under capital leases (average rates 15.24% in 1996 and 13.55% in 1995) 2,976 2,063 - -------------------------------------------------------------------------------- Total long-term debt, less current maturities 5,542 5,795
Current maturities of long-term debt: Other senior obligations 331 1,083 U.S. dollar term loan due 1996 -- 1,869 Capital leases 1,808 1,165 - -------------------------------------------------------------------------------- Total current maturities of long-term debt 2,139 4,117
Total long-term debt including current maturities $7,681 9,912 ================================================================================
For the four years through December 31, 2001, minimum repayments of long-term debt outstanding are as follows:
1998 $2,268 1999 943 2000 632 2001 480
The Company has a $350,000 revolving credit agreement with a syndicate of banks (the "Facility"). The Facility includes a $100,000 term loan and permits additional borrowings, repayments and reborrowings of up to an aggregate of $250,000. During the second quarter of 1996, the maturity date of both the term loan and the revolving credit portion of the Facility was extended to May 31, 2001. Interest on borrowings under the Facility is payable at rates based on prime, certificate of deposit, Eurodollar or money market rates. At December 31, 1996, borrowings, in addition to the $100,000 term loan of $23,200 were outstanding. No portion of the total amount outstanding under the Facility at December 31, 1996 or December 31, 1995 was attributed to the Brink's Group.
Various international operations maintain lines of credit and overdraft facilities aggregating approximately $14,800 with a number of banks on either a secured or unsecured basis. At December 31, 1996, $1,751 was outstanding under such agreements.
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, the maintenance of consolidated net worth, and the amount of additional funded debt which may be incurred. Allowable restricted payments for dividends and stock repurchases aggregated $255,810 at December 31, 1996. Under the terms of the Facility, the Company has agreed to maintain at least $400,000 of Consolidated Net Worth, as defined, and can incur additional indebtedness of approximately $560,000.
At December 31, 1996, the Company's portion of outstanding unsecured letters of credit allocated to the Brink's Group was $15,684, primarily supporting the Brink's Group's obligations under its various self-insurance programs.
9. STOCK OPTIONS
The Company has various stock-based compensation plans as described below.
Stock Option Plans The Company grants options under its 1988 Stock Option Plan (the "1988 Plan") to executives and key employees and under its Non-Employee Directors' Stock Option Plan (the "Non-Employee Plan") to outside directors, to purchase common stock at a price not less than 100% of quoted market value at date of grant. The 1988 Plan options can be granted with a maximum term of ten years and can vest within six months from the date of grant. The majority of grants made in 1996, 1995 and 1994 have a maximum term of six years and vest 100% at the end of the third year. The Non-Employee Plan options can be granted with a maximum term of ten years and can vest within six months from the date of grant. The majority of grants made in 1996, 1995 and 1994 have a maximum term of six years and vest ratably over the first three years. The total number of Brink's shares underlying options authorized for grant, but not yet granted, under the 1988 Plan is 2,460,981. Under the Non-Employee Plan, the total number of shares underlying options authorized for grant, but not yet granted, is 137,879.
The Company's 1979 Stock Option Plan (the "1979 Plan") and the 1985 Stock Option Plan (the "1985 Plan") terminated in 1985 and 1988, respectively, except as to options still outstanding.
As part of the Brink's Stock Proposal (Note 1), the 1988 and Non-Employee Plans were amended to permit option grants to be made to optionees with respect to Brink's Stock or Burlington Stock in addition to Minerals Stock. At the time of the approval of the Brink's Stock Proposal, a total of 2,383,422 shares of Services 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 plans, the Company converted these options into options for shares of Brink's Stock or Burlington Stock, or both, depending on the employment status and responsibilities of the particular optionee. In the case of optionees having Company-wide responsibilities, each outstanding Services Stock option was converted into options for both Brink's Stock and Burlington Stock. In the case of other optionees, each outstanding option was converted into a new option only for Brink's Stock or Burlington Stock, as the case may be. As a result, upon approval of the Brink's Stock Proposal, 1,749,822 shares of Brink's Stock and 1,989,466 shares of Burlington Stock were subject to options.
The table below summarizes the related plan activity.
Aggregate Exercise Shares Price - -------------------------------------------------------------------------------- Outstanding at December 31, 1995 -- $ -- Converted in Brink's Stock Proposal 1,749,822 26,865 Granted 369,000 9,527 Exercised (166,211) (1,800) Forfeited or expired (37,090) (734) - --------------------------------------------------------------------------------
Outstanding at December 31, 1996 1,915,521 $ 33,858 ================================================================================
Options exercisable at the end of 1996, 1995 and 1994, respectively, for Brink's Stock, on an equivalent basis, were 1,098,836, 957,063 and 770,677.
The following table summarizes information about stock options outstanding as of December 31, 1996.
----------------------------------- -------------------- Stock Options Stock Options Outstanding Exercisable - -------------------------------------------------------------------------------- Weighted Average Remaining Weighted Weighted Contractual Average Average Range of Life Exercise Exercise Exercise Prices Shares (Years) Price Shares Price - -------------------------------------------------------------------------------- $ 6.2 to 9.87 439,537 2.55 $ 9.29 439,537 $ 9.29 10.5 to 13.79 119,521 3.16 11.77 119,521 11.77 16.7 to 21.34 994,963 3.63 19.98 539,778 21.23 25.5 to 29.50 361,500 5.38 25.82 -- N/A - -------------------------------------------------------------------------------- Total 1,915,521 1,098,836 ================================================================================
Employee Stock Purchase Plan Under the 1994 Employee Stock Purchase Plan (the "Plan"), the Company is authorized to issue up to 750,000 shares of Brink's Stock to its employees who have six months of service and who complete minimum annual work requirements. Under the terms of the Plan, employees may elect each six-month period (beginning January 1 and July 1), to have up to 10 percent of their annual earnings withheld to purchase the Company's stock. Employees may purchase shares of any or all of the three classes of Company common stocks. The purchase price of the stock is 85% of the lower of its beginning-of-the-period or end-of-the-period market price. Under the Plan, the Company sold
44,660 shares and 57,135 shares of Brink's Stock to employees during 1996 and 1995, respectively. The share amounts for Brink's Stock include the restatement for the Services Stock conversion under the Brink's Stock Proposal (Note 1).
Accounting For Plans The Company has adopted the disclosure - only provisions of SFAS No. 123, "Accounting for Stock-Based Compensation", but applies APB Opinion No. 25 and related Interpretations in accounting for its plans. Accordingly, no compensation cost has been recognized in the accompanying financial statements. Had compensation costs for the Company's plans been determined based on the fair value of awards at the grant dates, consistent with SFAS No. 123, the Brink's Group's net income and net income per share would approximate the pro forma amounts indicated below:
Years Ended December 31 1996 1995 - -------------------------------------------------------------------------------- Net Income attributed to common shares Brink's Group As Reported $ 59,695 51,093 Pro Forma 58,389 50,432 Net Income per common share Brink's Group As Reported 1.56 1.35 Pro Forma 1.53 1.33 ================================================================================
Note: The pro forma disclosures shown may not be representative of the effects on reported net income in future years.
The fair value of each stock option grant used to compute pro forma net income and earnings per share disclosures is estimated at the time of the grant using the Black-Scholes option-pricing model. The weighted-average assumptions used in the model are as follows:
1996 1995 - -------------------------------------------------------------------------------- Expected dividend yield 0.4% 0.4% Expected volatility 30% 30% Risk-free interest rate 6.3% 5.8% Expected term (in years) 4.7 4.7 ================================================================================
Using these assumptions in the Black-Scholes model, the weighted-average fair value of options granted during 1996 and 1995 is $3,341 and $2,317, respectively.
Under SFAS 123, compensation cost is also recognized for the fair value of employee stock purchase rights. Because the Company settles its employee stock purchase rights under the Plan at the end of each six-month offering period, the fair value of these purchase rights was calculated using actual market settlement data. The weighted-average fair value of the stock purchase rights granted in 1996 and 1995 was $224 and $330, respectively, for the Brink's Group.
10. CAPITAL STOCK
The Company, at any time, has the right to exchange each outstanding share of Burlington Stock for shares of Brink's Stock (or, if no Brink's Stock is then outstanding, Minerals Stock) having a fair market value equal to 115% of the fair market value of one share of Burlington Stock. In addition, upon the disposition of all or substantially all of the properties and assets of the Burlington Group to any person (with certain exceptions), the Company is required to exchange each outstanding share of Burlington Stock for shares of Brink's Stock (or, if no Brink's Stock is then outstanding, Minerals Stock) having a fair market value equal to 115% of the fair market value of one share of Burlington Stock.
The Company, at any time has the right, to exchange each outstanding share of Minerals Stock, which was previously subject to exchange for shares of Services Stock, for shares of Brink's Stock (or, if no Brink's Stock is then outstanding, Burlington Stock) having a fair market value equal to 115% of the fair market value of one share of Minerals Stock. In addition, upon the disposition of all or substantially all of the properties and assets of the Minerals Group to any person (with certain exceptions), the Company is required to exchange each outstanding share of Minerals Stock for shares of Brink's Stock (or, if no Brink's Stock is then outstanding, Burlington Stock) having a fair market value equal to 115% of the fair market value of one share of Minerals Stock. If any shares of the Company's Preferred Stock are converted after an exchange of Minerals Stock for Brink's Stock (or Burlington Stock), the holder of such Preferred Stock would, upon conversion, receive shares of Brink's Stock (or Burlington Stock) in lieu of shares of Minerals Stock otherwise issuable upon such conversion.
Shares of Brink's Stock are not subject to either optional or mandatory exchange. The net proceeds of any disposition of properties and assets of the Brink's Group will be attributed to the Brink's Group. In the case of a disposition of all or substantially all the properties and assets of any other group, the net proceeds will be attributed to the group the shares of which have been issued in exchange for shares of the selling group.
Holders of Brink's Stock at all times have one vote per share. Holders of Burlington Stock and Minerals Stock have one and 0.626 votes per share, respectively, subject to adjustment on January 1, 1998, and on January 1 every two years thereafter in such a manner that each class' share of the aggregate voting power at such time will be equal to that class' share of the aggregate market capitalization of the Company's common stock at such time. Accordingly, on each adjustment date, each share of Burlington Stock and Minerals Stock may have more than, less than or continue to have the number of votes per share as they have. Holders of Brink's Stock, Burlington 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 Articles of Incorporation affecting, among other things, the designation, rights, preferences or limitations of one class of common stock, or certain mergers or statutory share exchanges, must be approved by the holders of such class of common stock, voting as a group, and, in certain circumstances, may also have to be approved by the holders of the other classes of common stock, voting as separate voting groups.
In the event of a dissolution, liquidation or winding up of the Company, the holders of Brink's Stock, Burlington Stock and Minerals Stock, effective January 19, 1996, share on a per share basis an aggregate amount equal to 55%, 28% and 17%, respectively, of the funds, if any, remaining for distribution to the common shareholders. In the case of Minerals Stock, such percentage has been set, using a nominal number of shares of Minerals Stock of 4,202,954 (the "Nominal Shares") in excess of the actual number of shares of Minerals Stock outstanding, to ensure that the holders of Minerals Stock are entitled to the same share of any such funds immediately following the consummation of the transactions as they were prior thereto. These liquidation percentages are subject to adjustment in proportion to the relative change in the total number of shares of Brink's Stock, Burlington Stock and Minerals Stock, as the case may be, then outstanding to the total number of shares of all other classes of common stock then outstanding (which totals, in the case of Minerals Stock, shall include the Nominal Shares).
In November 1995, the Board of Directors (the "Board") authorized a revised share repurchase program which allowed for the purchase , from time to time, of up to 1,500,000 shares of Brink's Stock not to exceed an aggregate purchase price of $45,000 for all common stock of the Company; such shares to be purchased from time to time in the open market or in private transactions, as conditions warrant. During 1996, 278,000 shares of Brink's Stock were repurchased at a cost of $6,937. The program to repurchase shares remains in effect in 1997.
Dividends paid to holders of Brink's Stock are limited to funds of the Company legally available for the payment of dividends. Amounts available for dividends may be further limited by covenants in the Company's public debt indentures and bank credit agreements. See the Company's consolidated financial statements and related footnotes. Subject to these limitations, the Company's Board, although there is no requirement to do so, intends to declare and pay dividends on the Brink's Stock based primarily on the earnings, financial condition, cash flow and business requirements of the Brink's Group.
The Company has the authority to issue up to 2,000,000 shares of preferred stock, par value $10 per share. In January 1994, the Company issued $80,500 or 161,000 shares of Series C Cumulative Convertible Preferred Stock (the "Convertible Preferred Stock"). The Convertible Preferred Stock, which is convertible into Minerals Stock and which has been attributed to the Minerals Group, pays an annual dividend of $31.25 per share payable quarterly, in cash, in arrears, out of all funds of the Company legally available therefore, when as and if, declared by the Board. Payment of dividends commenced on March 1, 1994. Such stock also bears a liquidation preference of $500 per share, plus an amount equal to accrued and unpaid dividends thereon.
In 1994, the Board authorized the repurchase from time to time of up to $15,000 of Convertible Preferred Stock. Subsequent to the authorization and through October 1995, 24,720 shares at a total cost of $9,624 had been repurchased, of which 16,370 shares at a total cost of $6,258 were purchased in 1995. In November 1995, the Board authorized an increase in the remaining authority to $15,000. No additional share repurchases were made during the remainder of 1995 subsequent to the increased authorization. In 1996, 20,920 shares at a total cost of $7,897 were repurchased. The program to acquire shares remains in effect in 1997, and in February 1997, the Board authorized an increase in the remaining repurchase authority to $15 million.
In 1996 and 1995, dividends paid on such stock amounted to $3,795 and $4,341, respectively. Preferred dividends included on the Company's Statements of Operations for the years ended December 31, 1996 and 1995, are net of $2,120 and $1,579, respectively, which was the excess of the carrying amount of the Convertible Preferred Stock over the cash paid to holders of the stock for repurchases made during the year.
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 benefits programs not including stock option plans. The trust first began funding obligations under the Company's various stock option plans in September 1995. Upon formation of the Trust, the Company sold for a promissory note of the Trust, 4,000,000 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 Brink's Stock Proposal, 3,537,811 shares in the Trust were redesignated as Brink's Stock. At December 31, 1996, 3,141,493 shares of Brink's Stock (3,552,906 in 1995) remained in the Trust, valued at market. The value of these shares has no impact on shareholder's equity.
11. LEASES
The Brink's Group's businesses lease 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, 1996, aggregate future minimum lease payments under noncancellable operating leases were as follows:
Equipment Facilities & Other Total - -------------------------------------------------------------------------------- 1997 $15,667 3,460 19,127 1998 13,725 2,852 16,577 1999 9,973 1,552 11,525 2000 7,902 837 8,739 2001 7,156 330 7,486 2002 6,373 141 6,514 2003 6,132 139 6,271 2004 6,112 -- 6,112 2005 6,078 -- 6,078 Later Years 14,195 -- 14,195 - -------------------------------------------------------------------------------- Total $93,313 9,311 102,624 ================================================================================
These amounts are net of aggregate future minimum non-cancelable sublease rentals of $1,514.
Net rent expense amounted to $25,499 in 1996, $23,469 in 1995 and $17,419 in 1994.
The Brink's Group incurred capital lease obligations of $1,923 in 1996, $648 in 1995 and $1,651 in 1994. As of December 31, 1996, the Brink's Group's obligations under capital leases were not significant (Note 8).
12. EMPLOYEE BENEFIT PLANS
The Brink's 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 under most of the plans are based on salary (including commissions, bonuses, overtime and premium pay) and years of service. The Brink's 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 1996, 1995 and 1994 for all plans is as follows:
Years Ended December 31 1996 1995 1994 - -------------------------------------------------------------------------------- Service cost--benefits earned during year $ 7,125 5,031 5,551 Interest cost on projected benefit obligation 9,788 8,719 7,838 Return on assets--actual (23,485) (28,019) (1,750) (Loss) return on assets--deferred 8,643 14,717 (10,910) Other amortization, net (243) (505) (472) - -------------------------------------------------------------------------------- Net pension expense (credit) $ 1,828 (57) 257 ================================================================================
The assumptions used in determining the net pension expense (credit) for the Company's primary pension plan were as follows:
Years Ended December 31 1996 1995 1994 - -------------------------------------------------------------------------------- Interest cost on projected benefit obligation 7.5% 8.75% 7.5% Expected long-term rate of return on assets 10.0% 10.0% 10.0% Rate of increase in compensation levels 4.0% 4.0% 4.0% ================================================================================
The funded status and prepaid pension expense at December 31, 1996 and 1995 are as follows:
1996 1995 - -------------------------------------------------------------------------------- Actuarial present value of accumulated benefit obligation: Vested $ 112,224 104,120 Nonvested 8,978 8,282 - -------------------------------------------------------------------------------- 121,202 112,402 Benefits attributable to projected salaries 21,714 18,966 - -------------------------------------------------------------------------------- Projected benefit obligation 142,916 131,368 Plan assets at fair value 177,837 159,555 - -------------------------------------------------------------------------------- Excess of plan assets over projected benefit obligation 34,921 28,187 Unamortized initial net asset (2,318) (2,918) Unrecognized experience (gain) loss (1,122) 6,781 Unrecognized prior service cost 1,158 1,385 - -------------------------------------------------------------------------------- Net pension assets 32,639 33,435 Current pension liabilities 1,031 488 - -------------------------------------------------------------------------------- Deferred pension assets per balance sheet $ 33,670 33,923 ================================================================================
For the valuation of the Company's primary pension obligations and the calculation of the funded status, the discount rate was 8% in 1996 and 7.5% in 1995. The expected long-term rate of return on assets was 10% in both years. The rate of increase in compensation levels used was 4% in 1996 and 1995.
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, 1996, approximately 64% of plan assets were invested in equity securities and 36% in fixed income securities.
The Brink's Group also provides certain postretirement health care and life insurance benefits for eligible active and retired employees in the United States and Canada.
For the years 1996, 1995 and 1994, the components of periodic expense for these postretirement benefits were as follows:
Years Ended December 31 1996 1995 1994 - -------------------------------------------------------------------------------- Service cost--benefits earned during the year $ 92 68 86 Interest cost on accumulated postretirement benefit obligation 248 240 232 - -------------------------------------------------------------------------------- Total expense $340 308 318 ================================================================================
Interest costs on the accumulated postretirement benefit obligation were based upon rates of 7.5% in 1996, 8.75% in 1995 and 7.5% in 1994.
At December 31, 1996 and 1995, the actuarial and recorded liabilities for these postretirement benefits, none of which have been funded, were as follows:
Years Ended December 31 1996 1995 - -------------------------------------------------------------------------------- Accumulated postretirement benefit obligation: Retirees $1,566 1,632 Fully eligible active plan participants 791 777 Other active plan participants 1,155 1,195 - -------------------------------------------------------------------------------- 3,512 3,604 Unrecognized experience gain 605 155 - -------------------------------------------------------------------------------- Liability included on the balance sheet 4,117 3,759 Less current portion 282 284 - -------------------------------------------------------------------------------- Noncurrent liability for postretirement health care and life insurance benefits $3,835 3,475 ================================================================================
The accumulated postretirement benefit obligation was determined using the unit credit method and an assumed discount rate of 8% in 1996 and 7.5% in 1995. 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 amount. The assumed health care cost trend rate used in 1996 for employees under a foreign plan was 8.24% grading down to 5% in the year 2001.
The Brink's 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 75% to 125% 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 $3,612 in 1996, $2,794 in 1995 and $2,706 in 1994.
13. OTHER OPERATING INCOME
Other operating income includes the Brink's Group's share of net income of unconsolidated affiliated companies carried on the equity method of $1,941, $136 and $6,048 for 1996, 1995 and 1994, respectively.
Summarized financial information presented includes the accounts of the following equity affiliates(a):
Ownership At December 31, 1996 - -------------------------------------------------------------------------------- Servicio Pan Americano De Protecion, S.A. (Mexico) 20.0% Brink's Panama, S.A. 49.0% 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 Arya India Private Limited 40.0% Brink's Pakistan (Pvt.) Limited 49.0% Brink's Taiwan Limited 50.0% Brink's (Thailand) Ltd. 40.0% ================================================================================
1996 1995 1994 - -------------------------------------------------------------------------------- Revenues $660,916 715,423 784,699 Gross profit 73,632 58,661 147,468 Net income (loss) 10,427 (6,048) 22,661 Current assets 171,336 155,687 149,367 Noncurrent assets 197,642 218,019 291,085 Current liabilities 168,986 209,016 135,824 Noncurrent liabilities 109,972 80,860 156,375 Net equity 90,020 83,830 148,253 ================================================================================
(a) Also includes amounts related to equity affiliates who were either sold prior to December 31, 1996 or became consolidated affiliates through increased ownership prior to December 31, 1996.
Undistributed earnings of such companies approximated $31,000 at December 31, 1996.
14. SEGMENT INFORMATION
Operating revenues by geographic area are as follows:
Years Ended December 31 1996 1995 1994 - -------------------------------------------------------------------------------- United States $528,362 464,738 406,828 Brazil 123,237 106,678 70,492 Other international 258,214 216,979 179,673 - -------------------------------------------------------------------------------- Total operating revenues $909,813 788,395 656,993 ================================================================================
The following is derived from the business segment information in the Company's consolidated financial statements as it relates to the Brink's Group. See Note 2, Related Party Transactions, for a description of the Company's policy for corporate allocations.
The Brink's Group's portion of the Company's operating profit is as follows:
Years Ended December 31 1996 1995 1994 - -------------------------------------------------------------------------------- United States $ 70,701 63,362 51,343 Brazil 6,943 5,329 3,162 Other international 24,051 13,553 17,637 - -------------------------------------------------------------------------------- Brink's Group's portion of the Company's segment operating profit 101,695 82,244 72,142 Allocated general corporate expense (7,457) (4,770) (4,666) - -------------------------------------------------------------------------------- Total operating profit $ 94,238 77,474 67,476 ================================================================================
The Brink's Group's portion of the Company's assets at year end is as follows:
Years Ended December 31 1996 1995 1994 - -------------------------------------------------------------------------------- United States $280,687 240,397 203,364 Brazil 34,976 29,492 25,843 Other international 175,251 167,834 155,981 - -------------------------------------------------------------------------------- Brink's Group's portion of the Company's assets 490,914 437,723 385,188 Brink's Group's portion of corporate assets 35,409 24,697 24,503 Deferred tax reclass 25,342 22,306 17,196 - -------------------------------------------------------------------------------- Total assets $551,665 484,726 426,887 ================================================================================
Industry segment information is as follows:
Years Ended December 31 1996 1995 1994 - -------------------------------------------------------------------------------- Revenues: Brink's $ 754,011 659,459 547,046 BHS 155,802 128,936 109,947 - -------------------------------------------------------------------------------- Total revenues $ 909,813 788,395 656,993 ================================================================================ Operating Profit: Brink's (a) $ 56,823 42,738 39,710 BHS (b) 44,872 39,506 32,432 - -------------------------------------------------------------------------------- Segment operating profit 101,695 82,244 72,142 Allocated general corporate expense (7,457) (4,770) (4,666) - -------------------------------------------------------------------------------- Total operating profit $ 94,238 77,474 67,476 ================================================================================
(a) Includes equity in net income of unconsolidated foreign affiliates of $1,941 in 1996, $136 in 1995 and $6,048 in 1994 (Note 13).
(b) 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 $4,539 in 1996, $4,525 in 1995 and $4,137 in 1994 (Note 4).
As of December 31 1996 1995 1994 - -------------------------------------------------------------------------------- Capital Expenditures: Brink's $ 34,072 23,063 23,963 BHS 61,522 47,256 34,071 Allocated general corporate 2,083 111 60 - -------------------------------------------------------------------------------- Total capital expenditures $ 97,677 70,430 58,094 ================================================================================ Depreciation and Amortization: Brink's $ 24,293 21,844 20,553 BHS 30,115 22,408 17,817 Allocated general corporate expense 158 105 93 - -------------------------------------------------------------------------------- Total depreciation and amortization $ 54,566 44,357 38,463 ================================================================================ Assets at December 31: Brink's 340,922 321,022 297,816 BHS 149,992 116,701 87,372 - -------------------------------------------------------------------------------- Identifiable assets 490,914 437,723 385,188 Allocated portion of the Company's corporate assets 35,409 24,697 24,503 Deferred tax reclass 25,342 22,306 17,196 - -------------------------------------------------------------------------------- Total assets $551,665 484,726 426,887 ================================================================================
15. 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 certain companies of the Brink's Group included in these financial statements, are jointly and severally liable with the Burlington Group and of the Minerals Group for the costs of certain companies of health care coverage provided for by that Act. For a description of the Act and an estimate 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 $6,900 and $17,000 over a period of up 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 conducted. The clean-up estimates have been modified from prior years' in light of cost inflation. The estimate of costs and the timing of payments could change as a result of changes to the remediation plan required, changes in the technology available to treat the site, unforseen circumstances existing at the site and additional cost inflation.
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. In August 1995, the District Court ruled on various Motions for Summary Judgement. In its decision, the Court found favorably for the Company on several matters relating to the comprehensive general liability policies but concluded that the pollution liability policies did not contain pollution coverage for the types of claims associated with the Tankport site. The Company has appealed the District Court's decision to the Third Circuit. However, management and its outside legal counsel continue to believe that recovery of a substantial portion of the cleanup costs will ultimately be probable of realization. Accordingly, it is the Company's belief that, based on estimates of potential liability and probable realization of insurance recoveries, the Company would be liable for approximately $1,400 based on the Court's decision and related developments of New Jersey law.
16. SUPPLEMENTAL CASH FLOW INFORMATION
For the years ended December 31, 1996, 1995 and 1994, cash payments for income taxes, net of refunds received, were $33,718, $22,352 and $19,277, respectively.
For the years ended December 31, 1996, 1995 and 1994, cash payments for interest were $1,825, $1,663 and $2,502, respectively.
17. SELECTED QUARTERLY FINANCIAL DATA (UNAUDITED)
Tabulated below are certain data for each quarter of 1996 and 1995.
1st 2nd 3rd 4th - -------------------------------------------------------------------------------- 1996 Quarters: Operating revenues $212,560 222,055 232,022 243,176 Gross profit 49,994 52,613 57,043 62,988
Net income 11,839 14,034 15,841 17,981 Per Pittston Brink's Group Common Share: Net income $ .31 .37 .41 .47
1995 Quarters: Operating revenues $179,400 185,606 208,958 214,431 Gross profit 39,876 44,242 50,803 53,791 Net income 9,546 11,965 14,613 14,969
Per Pittston Brink's Group Common Share: Net income $ .25 .32 .39 .39
Pittston Burlington Group - -------------------------------------------------------------------------------- STATEMENT OF MANAGEMENT RESPONSIBILITY - --------------------------------------------------------------------------------
The management of The Pittston Company (the "Company") is responsible for preparing the accompanying Pittston Burlington Group (the "Burlington Group") 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 LLP, independent auditors. During the audit they review and make appropriate tests of accounting records and internal controls to the extent they consider necessary to express an opinion on the Burlington Group's financial statements.
The Company's Board of Directors pursues its oversight role with respect to the Burlington 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 Burlington Group's financial statements.
- -------------------------------------------------------------------------------- INDEPENDENT AUDITORS' REPORT - --------------------------------------------------------------------------------
The Board of Directors and Shareholders The Pittston Company
We have audited the accompanying balance sheets of Pittston Burlington Group (as described in Note 1) as of December 31, 1996 and 1995, and the related statements of operations and cash flows for each of the years in the three-year period ended December 31, 1996. 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 Burlington Group present fairly, in all material respects, the financial position of Pittston Burlington Group as of December 31, 1996 and 1995, and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, 1996, in conformity with generally accepted accounting principles.
As more fully discussed in Note 1, the financial statements of Pittston Burlington Group should be read in connection with the audited consolidated financial statements of The Pittston Company and subsidiaries.
KPMG PEAT MARWICK LLP
KPMG Peat Marwick LLP Stamford, Connecticut
January 23, 1997
Pittston Burlington Group - -------------------------------------------------------------------------------- BALANCE SHEETS - --------------------------------------------------------------------------------
December 31 (In thousands) 1996 1995 ================================================================================ ASSETS Current assets: Cash and cash equivalents $ 17,818 25,847 Accounts receivable: Trade 240,905 218,081 Other 11,277 11,973 - -------------------------------------------------------------------------------- 252,182 230,054 Less estimated amount uncollectible 9,528 10,373 - -------------------------------------------------------------------------------- 242,654 219,681 Receivable--Pittston Minerals Group (Note 2) -- 5,910 Inventories 2,251 1,684 Prepaid expenses 12,459 13,603 Deferred income taxes (Note 7) 7,847 11,512 - -------------------------------------------------------------------------------- Total current assets 283,029 278,237 Property, plant and equipment, at cost (Note 4) 176,183 128,440 Less accumulated depreciation and amortization 62,900 56,269 - -------------------------------------------------------------------------------- 113,283 72,171 Intangibles, net of amortization (Note 5) 177,797 180,739 Deferred pension assets (Note 12) 9,504 10,427 Deferred income taxes (Note 7) 19,015 12,875 Other assets 13,046 17,628 - -------------------------------------------------------------------------------- Total assets $615,674 572,077 ================================================================================
LIABILITIES AND SHAREHOLDER'S EQUITY Current liabilities: Short-term borrowings $ 29,918 32,181 Current maturities of long-term debt (Note 8) 2,916 1,964 Accounts payable 155,474 157,770 Payable--Pittston Minerals Group (Note 2) 3,270 -- Accrued liabilities: Taxes 6,343 13,760 Workers' compensation and other claims 2,614 4,059 Payroll and vacation 10,207 8,837 Miscellaneous (Note 12) 48,135 35,655 - -------------------------------------------------------------------------------- 67,299 62,311 - -------------------------------------------------------------------------------- Total current liabilities 258,877 254,226
Long-term debt, less current maturities (Note 8) 28,723 26,697 Postretirement benefits other than pensions (Note 12) 3,145 2,713 Deferred income taxes (Note 7) 1,880 1,996 Payable--Pittston Minerals Group (Note 2) 13,310 8,029 Other liabilities 4,750 6,563 Commitments and contingent liabilities (Notes 8, 11 and 14) Shareholder's equity (Notes 3, 9 and 10) 304,989 271,853 - -------------------------------------------------------------------------------- Total liabilities and shareholder's equity $615,674 572,077 ================================================================================
See accompanying notes to financial statements.
Pittston Burlington Group - -------------------------------------------------------------------------------- STATEMENTS OF OPERATIONS - --------------------------------------------------------------------------------
Years Ended December 31 (In thousands, except per share amounts) 1996 1995 1994 ================================================================================ Operating revenue $ 1,500,318 1,414,821 1,215,284 - -------------------------------------------------------------------------------- Costs and expenses: Operating expenses 1,317,423 1,245,721 1,043,895 Selling, general and administrativeexpenses 127,254 117,980 110,036 - -------------------------------------------------------------------------------- Total costs and expenses 1,444,677 1,363,701 1,153,931 - -------------------------------------------------------------------------------- Other operating income, net 1,530 2,833 3,206 - -------------------------------------------------------------------------------- Operating profit 57,171 53,953 64,559 Interest income 2,463 4,430 2,127 Interest expense (Note 2) (4,097) (5,108) (3,847) Other expense, net (2,028) (1,702) (1,629) - -------------------------------------------------------------------------------- Income before income taxes 53,509 51,573 61,210 Provision for income taxes (Note 7) 19,708 18,718 22,854 - -------------------------------------------------------------------------------- Net income $ 33,801 32,855 38,356 ================================================================================ Net income per common share (Note 1) $ 1.76 1.73 2.03 ================================================================================ Average common shares outstanding 19,223 18,966 18,892
See accompanying notes to financial statements.
Pittston Burlington Group - -------------------------------------------------------------------------------- STATEMENTS OF CASH FLOWS - --------------------------------------------------------------------------------
See accompanying notes to financial statements.
Pittston Burlington Group - -------------------------------------------------------------------------------- NOTES TO FINANCIAL STATEMENTS - --------------------------------------------------------------------------------
(Dollars in thousands, except per share amounts)
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation On January 18, 1996, the shareholders of The Pittston Company (the "Company") approved the Brink's Stock Proposal, as described in the Company's proxy statement dated December 15, 1995, resulting in the modification, effective as of January 19, 1996, of the capital structure of the Company to include an additional class of common stock. The outstanding shares of Pittston Services Group Common Stock, par value $1.00 per share, ("Services Stock") were redesignated as Pittston Brink's Group Common Stock, par value $1.00 per share, ("Brink's Stock") on a share-for-share basis, and a new class of common stock, designated as Pittston Burlington Group Common Stock, par value $1.00 per share, ("Burlington Stock") was distributed on the basis of one-half of one share for each outstanding share of Services Stock. Holders of Pittston Minerals Group Common Stock, par value $1.00 per share, ("Minerals Stock") continue to be holders of such stock, which continues to reflect the performance of the Pittston Minerals Group (the "Minerals Group"). Brink's Stock is intended to reflect the performance of the Pittston Brink's Group (the "Brink's Group") and Burlington Stock is intended to reflect the performance of the Pittston Burlington Group (the "Burlington Group").
The financial statements of the Burlington Group include the balance sheets, the results of operations and cash flows of the Burlington Air Express Inc. ("Burlington") 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. The Burlington 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 a reasonable and equitable allocation of such items (Note 2).
The Company provides to holders of Burlington Stock separate financial statements, financial review, descriptions of business and other relevant information for the Burlington Group in addition to the consolidated financial information of the Company. Notwithstanding the attribution of assets and liabilities (including contingent liabilities) among the Minerals Group, the Brink's Group and the Burlington Group for the purpose of preparing their respective financial statements, this attribution and the change in the capital structure of the Company as a result of the approval of the Brink's Stock Proposal did not affect legal title to such assets or responsibility for such liabilities for the Company or any of its subsidiaries. Holders of Burlington Stock are common shareholders of the Company, which continues to be responsible for all liabilities. Financial impacts arising from one group that affect the Company's financial condition could affect the results of operations and financial condition of each of the groups. Since financial developments within one group could affect other groups, all shareholders of the Company could be adversely affected by an event directly impacting only one group. Accordingly, the Company's consolidated financial statements must be read in connection with the Burlington Group's financial statements.
Principles of Combination The accompanying financial statements reflect the combined accounts of the businesses comprising the Burlington Group and their majority-owned subsidiaries. The Burlington Group's interests in 20% to 50% owned companies are carried on the equity method. 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.
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.
Intangibles The excess of cost over fair value of net assets of businesses acquired is amortized on a straight-line basis over the estimated periods benefited.
The Burlington Group evaluates the carrying value of intangibles and the periods of amortization to determine whether events and circumstances warrant revised estimates of asset value or useful lives. The Burlington Group annually assesses the recoverability of the excess of cost over net assets acquired by determining whether the amortization of the asset balance over its remaining life can be recovered through projected undiscounted future operating cash flows. Evaluation of asset value as well as periods of amortization are performed on a disaggregated basis at each of the Burlington Group's operating units.
Income Taxes Income taxes are accounted for in accordance with Statement of Financial Accounting Standards No. 109, "Accounting for Income Taxes", 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 Burlington Group.
Postretirement Benefits Other Than Pensions Postretirement benefits other than pensions are accounted for in accordance with Statement of Financial Accounting Standards No. 106, "Employers' Accounting for Postretirement Benefits Other Than Pensions", which requires employers to accrue the cost of such retirement benefits during the employees' service with the Company.
Net Income Per Common Share Net Income per common share is computed by dividing the net income by the weighted-average number of shares outstanding during the period. The potential dilution from the exercise of stock options is not material. The shares held in The Pittston Company Employee Benefits Trust (Note 10) are not included in the net income per share calculations as they were evaluated for inclusion in those calculations under the treasury stock method and had no dilutive effect.
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 in 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 portion of the Burlington 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 Burlington Group are reported in U.S. dollars, they are affected by the changes in the value of various foreign currencies in relation to the U.S. dollar. However, the Burlington Group's international activity is not concentrated in any single currency, which reduces the risks of foreign currency rate fluctuations.
Financial Instruments The Burlington Group uses foreign currency forward contracts to hedge the 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 Burlington Group also utilizes financial instruments to protect against price increases in jet fuel as well as interest rate changes on certain variable rate lease obligations. Gains and losses on such financial instruments, designated and effective as hedges, are recognized as part of the specific transaction hedged.
Revenue Recognition 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. Financial statements resulting from existing recognition policies do not materially differ from the allocation between reporting periods based on relative transit times in each reporting period with expenses recognized as incurred.
Use of Estimates In accordance with generally accepted accounting principles, management of the Company has made a number of estimates and assumptions relating to the reporting of assets and liabilities and the disclosure of contingent assets and liabilities to prepare these financial statements. Actual results could differ from those estimates.
Accounting Changes In 1996, the Burlington Group adopted Statement of Financial Accounting Standards ("SFAS") No. 121, "Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed Of". SFAS No. 121 requires companies to review assets for impairment whenever circumstances indicate that the carrying amount of an asset may not be recoverable. The adoption of this statement did not have an impact on the Burlington Group's financial statements.
In 1996, the Burlington Group also adopted SFAS No. 123, "Accounting for Stock Based Compensation". SFAS No. 123 establishes financial accounting and reporting standards for stock-based employee compensation plans. SFAS No. 123 allows for the adoption of a fair value based method of accounting for all employee stock compensation plans or it allows entities to continue to measure compensation cost for those plans using the intrinsic value based method of accounting prescribed by Accounting Principles Board Opinion ("APB") No. 25, "Accounting for Stock issued to Employees". APB No. 25 requires the disclosure of net income and net income per share as if the fair value based method of accounting is applied. The Burlington Group has elected to continue to account for its stock compensation plans according to APB No. 25 with the disclosure of the impact on net income and net income per share as if the fair value based method of accounting is applied (Note 9).
2. RELATED PARTY TRANSACTIONS
The following policies may be modified or rescinded by action of the 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 deferred pension assets, income taxes and accrued liabilities.
Financial As a matter of policy, the Company manages most financial activities of the Burlington Group, Brink's 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, 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 Burlington Group based upon its cash flows for the periods presented after giving consideration to the debt and equity structure of the Company. The Company attributes long-term debt to the Burlington Group based upon the purpose for the debt in addition to the cash requirements of the Burlington Group. See Note 8 for details and amounts of long-term debt. The portion of the Company's interest expense allocated to the Burlington Group for 1996, 1995 and 1994 was $663, $2,327 and $2,629, respectively. Management believes such method of allocation to be equitable and a reasonable estimate of the cost attributable to the Burlington Group.
To the extent borrowings are deemed to occur between the Burlington Group, the Brink's Group and the Minerals Group, intergroup accounts are 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 Chase Manhattan Bank from time to time. At December 31, 1996 and 1995, the Minerals Group owed the Burlington Group $7,730 and $19,910, respectively, as the result of borrowings.
Income Taxes The Burlington 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 Burlington Group, Brink's 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 among 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 intergroup account is established for the benefit of the Group generating the attributes. 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. At December 31, 1996 and 1995, the Burlington Group owed the Minerals Group $24,310 and $22,029, respectively, for such tax benefits, of which $13,310 and $8,029, respectively, were not expected to be paid within one year from such dates in accordance with the policy. The Burlington Group paid the Minerals Group $14,949 in 1996 and $11,328 in 1995 for the utilization of such tax benefits.
Shared Services A portion of the Company's corporate general and administrative expenses and other shared services has been allocated to the Burlington Group based upon utilization and other methods and criteria which management believes to be equitable and a reasonable estimate of the cost attributable to the Burlington Group. These allocations were $7,433, $4,770 and $4,665 in 1996, 1995 and 1994, respectively.
Pension The Burlington 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 Burlington 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 the cost attributable to the Burlington Group.
3. SHAREHOLDER'S EQUITY
The following presents shareholder's equity of the Burlington Group:
As of December 31 1996 1995 1994 - -------------------------------------------------------------------------------- Balance at beginning of period $ 271,853 240,880 203,150 Net income 33,801 32,855 38,356 Foreign currency translation adjustment (171) 945 2,418 Stock options exercised 2,970 548 1,835 Stock released from employee benefits trust to employee benefits plan 3,017 1,661 454 Stock repurchases (1,406) (1,134) (2,042) Dividends declared (4,707) (4,201) (4,161) Cost of Stock Proposals (1,237) -- (1) Tax benefit of options exercised 869 299 765 Other -- -- 106 - -------------------------------------------------------------------------------- Balance at end of period $ 304,989 271,853 240,880 ================================================================================
The cumulative foreign currency translation adjustment deducted from shareholder's equity is $892, $721 and $1,666 at December 31, 1996, 1995 and 1994, respectively.
4. PROPERTY, PLANT AND EQUIPMENT
Property, plant and equipment, at cost, consist of the following:
As of December 31 1996 1995 - -------------------------------------------------------------------------------- Land $ 3,266 1,495 Buildings 32,466 20,102 Machinery and equipment 140,451 106,843 - -------------------------------------------------------------------------------- Total $176,183 128,440 ================================================================================
The estimated useful lives for property, plant and equipment are as follows:
Years - -------------------------------------------------------------------------------- Buildings 10 to 40 Machinery and equipment 3 to 10
Depreciation of property, plant and equipment aggregated $16,887 in 1996, $13,448 in 1995 and $10,797 in 1994.
5. INTANGIBLES
Intangibles consist entirely of the excess of cost over fair value of net assets of businesses acquired and are net of accumulated amortization of $79,302 at December 31, 1996 and $72,721 at December 31, 1995. The estimated useful life of intangibles is generally forty years. Amortization of intangibles aggregated $6,465 in 1996, $6,295 in 1995 and $6,162 in 1994.
6. FINANCIAL INSTRUMENTS
Financial instruments which potentially subject the Burlington Group to concentrations of credit risk consist principally of cash and cash equivalents, and trade receivables. The Burlington Group's cash and cash equivalents are placed with high credit quality 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 Burlington 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 The carrying amounts approximate fair value because of the short maturity of these instruments.
Accounts receivable, accounts payable and accrued liabilities The carrying amounts approximate fair value because of the short-term nature of these instruments.
Debt The aggregate fair value of the Burlington Group's long-term debt obligations, which is based upon quoted market prices and rates currently available to the Burlington Group for debt with similar terms and maturities, approximates the carrying amount.
Off-balance sheet instruments The Burlington Group utilizes various off-balance sheet financial instruments, as discussed below, to hedge its foreign currency and other market exposures. The risk that counterparties to such instruments may be unable to perform is minimized by limiting the counterparties to major financial institutions. The Burlington Group does not expect any losses due to such counterparty default.
Foreign currency forward contracts--The Company, on behalf of the Burlington Group, enters into foreign currency forward contracts with a duration of up 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, 1996, the total notional value of foreign currency forward contracts outstanding was $1,052 and the fair value was not significant.
Fuel contracts--The Burlington Group has hedged a portion of its jet fuel requirements through several commodity option transactions that are intended to protect against significant increases in jet fuel prices. At December 31, 1996, these transactions aggregated 18.0 million gallons and are applicable throughout the first half of 1997. 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, 1996, the fair value of these contracts was not significant.
Interest rate contracts--In connection with the aircraft leasing by Burlington, the Company has entered into an interest rate swap agreement. This variable to fixed interest rate swap agreement has a notional value of $30,000 that fixes the Company's interest rate at 7.05% through January 2, 1998. Given the decline in the base variable rate subsequent to when the agreement was entered into, the cost to the Company to terminate the agreement would have been $575 at December 31, 1996.
7. INCOME TAXES
The provision (credit) for income taxes consists of the following:
U.S. Federal Foreign State Total - -------------------------------------------------------------------------------- 1996: Current $ 18,967 2,371 1,200 22,538 Deferred 351 (3,166) (15) (2,830) - -------------------------------------------------------------------------------- Total $ 19,318 (795) 1,185 19,708 ================================================================================ 1995: Current $ 20,139 1,424 1,500 23,063 Deferred (2,839) (1,064) (442) (4,345) - -------------------------------------------------------------------------------- Total $ 17,300 360 1,058 18,718 ================================================================================ 1994: Current $ 22,077 3,033 3,000 28,110 Deferred (4,472) 80 (864) (5,256) - -------------------------------------------------------------------------------- Total $ 17,605 3,113 2,136 22,854 ================================================================================
The significant components of the deferred tax benefit were as follows:
Years Ended December 31 1996 1995 1994 - -------------------------------------------------------------------------------- Deferred tax expense (benefit), exclusive of the components listed below $ (372) (2,212) (6,028) Net operating loss carryforwards (2,887) (1,490) (247) Alternative minimum tax credits 429 (565) 1,084 Change in the valuation allowance for deferred tax assets -- (78) (65) - -------------------------------------------------------------------------------- Total $(2,830) (4,345) (5,256) ================================================================================
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, 1996 and December 31, 1995 were as follows:
1996 1995 - -------------------------------------------------------------------------------- Deferred tax assets: Accounts receivable $ 2,517 3,149 Postretirement benefits other than pensions 1,302 1,100 Workers' compensation and other claims 761 1,357 Other liabilities and reserves 13,358 13,275 Miscellaneous 1,840 1,642 Net operating loss carryforwards 8,227 5,340 Alternative minimum tax credits 11,597 11,653 - -------------------------------------------------------------------------------- Total deferred tax assets 39,602 37,516 - -------------------------------------------------------------------------------- Deferred tax liabilities: Property, plant and equipment 625 576 Pension assets 807 1,486 Other assets 496 684 Miscellaneous 12,692 12,379 - -------------------------------------------------------------------------------- Total deferred tax liabilities 14,620 15,125 - -------------------------------------------------------------------------------- Net deferred tax asset $24,982 22,391 ================================================================================
The recording of 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 Burlington Group under the Company's tax allocation policy.
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 1996, 1995 and 1994 to the income before income taxes.
Years Ended December 31 1996 1995 1994 - -------------------------------------------------------------------------------- Income before income taxes: United States $ 37,794 34,943 35,464 Foreign 15,715 16,630 25,746 - -------------------------------------------------------------------------------- Total $ 53,509 51,573 61,210 ================================================================================ Tax provision computed at statutory rate $ 18,730 18,051 21,424 Increases (reductions) in taxes due to: State income taxes (net of federal tax benefit) 771 688 1,388 Goodwill amortization 2,086 2,079 1,891 Difference between total taxes on foreign income and the U.S. federal statutory rate (2,392) (1,430) (2,790) Miscellaneous 513 (670) 941 - -------------------------------------------------------------------------------- Actual tax provision $ 19,708 18,718 22,854 ================================================================================
It is the policy of the Burlington 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, 1996 and December 31, 1995, the unrecognized deferred tax liability for temporary differences of approximately $13,454 and $9,340, 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 $4,709 and $3,269, respectively.
The Burlington Group is included in the Company's consolidated U.S. federal income tax return.
As of December 31, 1996, the Burlington Group had $11,597 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 Burlington Group as at December 31, 1996 were $8,227 and related to various state and foreign taxing jurisdictions. The expiration periods primarily range from 5 to 15 years.
8. LONG-TERM DEBT
A portion of the outstanding debt under the Company's credit agreement and the Company's subordinated obligations have been attributed to the Burlington Group. Total long-term debt of the Burlington Group consists of the following:
As of December 31 1996 1995 - -------------------------------------------------------------------------------- Senior obligations: Canadian dollar term loan due 1999 (year-end rate 4.61% in 1996 and 7.50% in 1995) $ 2,920 2,932 All other 10,275 7,772 - -------------------------------------------------------------------------------- 13,195 10,704 Obligations under capital leases (average rates 11.31% in 1996 and 13.00% in 1995) 1,180 1,645 - -------------------------------------------------------------------------------- 14,375 12,349 - -------------------------------------------------------------------------------- Attributed portion of the Company's debt: 4% subordinated debentures due 1997 14,348 14,348 - -------------------------------------------------------------------------------- Total long-term debt, less current maturities 28,723 26,697
Current maturities of long-term debt: Other senior obligations 2,916 1,964 - -------------------------------------------------------------------------------- Total current maturities of long-term debt 2,916 1,964
Total long-term debt including current maturities $31,639 28,661 ================================================================================
For the four years through December 31, 2001, minimum repayments of long-term debt outstanding are as follows:
1998 $ 3,336 1999 2,506 2000 1,585 2001 462
The Canadian dollar term loan held by a wholly-owned indirect subsidiary of the Burlington Group bears interest based on Canadian prime or Bankers' Acceptance rates or, if converted to a U.S. dollar loan, based on Eurodollar or Federal Funds rates. The Canadian dollar term loan is guaranteed by the Company.
The Company has a $350,000 revolving credit agreement with a syndicate of banks (the "Facility"). The Facility includes a $100,000 term loan and permits additional borrowings, repayments and reborrowings of up to an aggregate of $250,000. During the second quarter of 1996, the maturity date of both the term loan and the revolving credit portion of the Facility was extended to May 31, 2001. Interest on borrowings under the Facility is payable at rates based on prime, certificate of deposit, Eurodollar or money market rates. During 1995, $23,400 of the term loan obligation attributed to the Burlington Group was assumed by the Minerals Group as partial settlement of the Minerals Group payable to the Burlington Group. At December 31, 1996, borrowings, in addition to the $100,000 term loan of $23,200 were outstanding. No portion of the total amount outstanding under the Facility at December 31, 1996 or at December 31, 1995 was attributed to the Burlington Group.
The 4% subordinated debentures due July 1, 1997, are exchangeable only for cash, at the rate of $157.80 per $1,000 debenture. 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 the principal amount. The Company plans to repay the debentures from borrowings under the long-term revolving credit facility. In 1995, the Company redeemed $300 in principal of its 4% subordinated debentures.
Various international operations maintain lines of credit and overdraft facilities aggregating approximately $117,000 with a number of banks on either a secured or unsecured basis. At December 31, 1996, $55,745 was outstanding under such agreements.
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, the maintenance of
consolidated net worth, and the amount of additional funded debt which may be incurred. Allowable restricted payments for dividends and stock repurchases aggregated $255,810 at December 31, 1996. Under the terms of the Facility, the Company has agreed to maintain at least $400,000 of Consolidated Net Worth, as defined, and can incur additional indebtedness of approximately $560,000.
At December 31, 1996, the Company's portion of outstanding unsecured letters of credit allocated to the Burlington Group was $41,304, primarily supporting the Burlington Group's obligations under aircraft lease obligations and its various self-insurance programs.
9. STOCK OPTIONS
The Company has various stock-based compensation plans as described below.
Stock Option Plans The Company grants options under its 1988 Stock Option Plan (the "1988 Plan") to executives and key employees and under its Non-Employee Directors' Stock Option Plan (the "Non-Employee Plan") to outside directors, to purchase common stock at a price not less than 100% of quoted market value at the date of grant. The 1988 Plan options can be granted with a maximum term of ten years and can vest within six months from the date of grant. The majority of grants made in 1996, 1995 and 1994 have a maximum term of six years and vest 100% at the end of the third year. The Non-Employee Plan options can be granted with a maximum term of ten years and can vest within six months from the date of grant. The majority of grants made in 1996, 1995 and 1994 have a maximum term of six years and vest ratably over the first three years. The total number of shares underlying options authorized for grant, but not yet granted, under the 1988 Plan is 2,031,775. Under the Non-Employee Plan, the total number of shares underlying options for grant, but not yet granted, is 134,164.
The Company's 1979 Stock Option Plan (the "1979 Plan") and the 1985 Stock Option Plan (the "1985 Plan") terminated in 1985 and 1988, respectively, except as to options still outstanding.
As part of the Brink's Stock Proposal (Note 1), the 1988 and Non-Employee Plans were amended to permit option grants to be made to optionees with respect to Brink's Stock or Burlington Stock, in addition to Minerals Stock. At the time of the approval of the Brink's Stock Proposal, a total of 2,383,422 shares of Services 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 plans, the Company converted these options into options for shares of Brink's Stock or Burlington Stock, or both, depending on the employment status and responsibilities of the particular optionee. In the case of optionees having Company-wide responsibilities, each outstanding Services Stock option was converted into options for both Brink's Stock and Burlington Stock. In the case of other optionees, each outstanding option was converted into a new option only for Brink's Stock or Burlington Stock, as the case may be. As a result, upon approval of the Brink's Stock Proposal, 1,749,822 shares of Brink's Stock and 1,989,466 shares of Burlington Stock were subject to options.
The table below summarizes the related plan activity.
Aggregate Exercise Shares Price - -------------------------------------------------------------------------------- Outstanding at December 31, 1995 -- $ -- Converted in Brink's Stock Proposal 1,989,466 23,474 Granted 439,750 7,972 Exercised (318,123) (2,905) Forfeited or expired (64,010) (952) - -------------------------------------------------------------------------------- Outstanding at December 31, 1996 2,047,083 $ 27,589 ================================================================================
Options exercisable at the end of 1996, 1995 and 1994, respectively, on an equivalent basis, for Burlington Stock were 1,033,647, 1,030,259 and 724,089.
The following table summarizes information about stock options outstanding as of December 31, 1996.
---------------------------------- ------------------- Stock Options Stock Options Outstanding Exercisable - -------------------------------------------------------------------------------- Weighted Average Remaining Weighted Weighted Contractual Average Average Range of Life Exercise Exercise Exercise Prices Shares (Years) Price Shares Price - -------------------------------------------------------------------------------- $ 5.00 to 7.51 332,227 1.48 $ 6.95 332,227 $ 6.95 7.71 to 11.70 318,265 3.36 9.59 318,177 9.59 13.41 to 16.32 888,993 4.26 15.06 317,359 16.18 17.06 to 21.13 507,598 4.92 17.95 65,884 17.06 - -------------------------------------------------------------------------------- Total 2,047,083 1,033,647 ================================================================================
Employee Stock Purchase Plan Under the 1994 Employee Stock Purchase Plan (the "Plan"), the Company is authorized to issue up to 375,000 shares of Burlington Stock to its employees who have six months of service and who complete minimum annual work requirements. Under the terms of the Plan, employees may elect each six-month period (beginning January 1 and July 1), to have up to 10 percent of their annual earnings withheld to purchase the Company's stock. Employees may purchase shares of any or all of the three classes of Company common stocks. The purchase price of the stock is 85% of the lower of its beginning-of-the-period or end-of-the-period market price. Under the Plan, the Company sold 32,373 shares and 28,567 shares of Burlington Stock to employees during 1996 and 1995, respectively. The share amounts for Burlington Stock include the restatement for the Services Stock conversion under the Brink's Stock Proposal (Note 1).
Accounting For Plans The Company has adopted the disclosure - only provisions of SFAS No. 123, "Accounting for Stock-Based Compensation", but applies APB Opinion No. 25 and related Interpretations in accounting for its plans. Accordingly, no compensation cost has been recognized in the accompanying financial statements. Had compensation costs for the Company's plans been determined based on the fair value of awards at the grant dates, consistent with SFAS No. 123, the Burlington Group's net income and net income per share would approximate the pro forma amounts indicated below:
Years Ended December 31 1996 1995 - -------------------------------------------------------------------------------- Net Income attributed to common shares Burlington Group As Reported $ 33,801 32,855 Pro Forma 32,528 32,098 Net Income per common share Burlington Group As Reported 1.76 1.73 Pro Forma 1.69 1.69 ================================================================================
Note: The pro forma disclosures shown may not be representative of the effects on reported net income in future years.
The fair value of each stock option grant used to compute pro forma net income and net income per share disclosures is estimated at the time of the grant using the Black-Scholes option-pricing model. The weighted-average assumptions used in the model are as follows:
1996 1995 - -------------------------------------------------------------------------------- Expected dividend yield 1.2% 1.2% Expected volatility 32% 32% Risk-free interest rate 6.3% 5.8% Expected term (in years) 4.7 4.7 ================================================================================
Using these assumptions in the Black-Scholes model, the weighted-average fair value of options granted during 1996 and 1995 is $2,679 and $2,549, respectively.
Under SFAS 123, compensation cost is also recognized for the fair value of employee stock purchase rights. Because the Company settles its employee stock purchase rights under the Plan at the end of each six-month offering period, the fair value of these purchase rights was calculated using actual market settlement data. The weighted-average fair value of the stock purchase rights granted in 1996 and 1995 was $231 and $352, respectively, for the Burlington Group.
10. CAPITAL STOCK
The Company, at any time, has the right to exchange each outstanding share of Burlington Stock for shares of Brink's Stock (or, if no Brink's Stock is then outstanding, Minerals Stock) having a fair market value equal to 115% of the fair market value of one share of Burlington Stock. In addition, upon the disposition of all or substantially all of the properties and assets of the Burlington Group to any person (with certain exceptions), the Company is required to exchange each outstanding share of Burlington Stock for shares of Brink's Stock (or, if no Brink's Stock is then outstanding, Minerals Stock) having a fair market value equal to 115% of the fair market value of one share of Burlington Stock.
The Company, at any time, has the right to exchange each outstanding share of Minerals Stock, which was previously subject to exchange for shares of Services Stock, for shares of Brink's Stock (or, if no Brink's Stock is then outstanding, Burlington Stock) having a fair market value equal to 115% of the fair market value of one share of Minerals Stock. In addition, upon the disposition of all or substantially all of the properties and assets of the Minerals Group to any person (with certain exceptions), the Company is required to exchange each outstanding share of Minerals Stock for shares of Brink's Stock (or, if no Brink's Stock is then outstanding, Burlington Stock) having a fair market value equal to 115% of the fair market value of one share of Minerals Stock. If any shares of the Company's Preferred Stock are converted after an exchange of Minerals Stock for Brink's Stock (or Burlington Stock), the holder of such Preferred Stock would, upon conversion, receive shares of Brink's Stock (or Burlington Stock) in lieu of shares of Minerals Stock otherwise issuable upon such conversion.
Shares of Brink's Stock are not subject to either optional or mandatory exchange. The net proceeds of any disposition of properties and assets of the Brink's Group will be attributed to the Brink's Group. In the case of a disposition of all or substantially all the properties and assets of any other group, the net proceeds will be attributed to the group the shares of which have been issued in exchange for shares of the selling group.
Holders of Brink's Stock at all times have one vote per share. Holders of Burlington Stock and Minerals Stock have one and 0.626 votes per share, respectively, subject to adjustment on January 1, 1998, and on January 1 every two years thereafter in such a manner so that each class' share of the aggregate voting power at such time will be equal to that class' share of the aggregate market capitalization of the Company's common stock at such time. Accordingly, on each adjustment date, each share of Burlington Stock and Minerals Stock may have more than, less than or continue to have the number of votes per share as they have. Holders of Brink's Stock, Burlington 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 Articles of Incorporation affecting, among other things, the designation, rights, preferences or limitations of one class of common stock, or certain mergers or statutory share exchanges, must be approved by the holders of such class of common stock, voting as a group, and, in certain circumstances, may also have to be approved by the holders of the other classes of common stock, voting as separate voting groups.
In the event of a dissolution, liquidation or winding up of the Company, the holders of Brink's Stock, Burlington Stock and Minerals Stock, effective as of January 19, 1996, share on a per share basis an aggregate amount equal to 55%, 28% and 17%, respectively, of the funds, if any, remaining for distribution to the common shareholders. In the case of Minerals Stock, such percentage has been set, using a nominal number of shares of Minerals Stock of 4,202,954 (the "Nominal Shares") in excess of the actual number of shares of Minerals Stock outstanding, to ensure that the holders of Minerals Stock are entitled to the same share of any such funds immediately following the consummation of the transactions as they were prior thereto. These liquidation percentages are subject to adjustment in proportion to the relative change in the total number of shares of Brink's Stock, Burlington Stock and Minerals Stock, as the case may be, then outstanding to the total number of shares of all other classes of common stock then outstanding (which totals, in the case of Minerals Stock, shall include the Nominal Shares).
In November 1995, the Board of Directors (the "Board"), authorized a revised share repurchase program which allowed for the purchase, from time to time, of up to 1,500,000 shares of Burlington Stock, not to exceed an aggregate purchase price of $45,000 for all common stock of the Company; such shares to be purchased from time to time in the open market or in private transactions, as conditions warrant. Prior to this revised program, 401,900 shares of Services Stock (or the equivalent of 209,500 shares of Burlington Stock) were repurchased at an aggregate cost of $9,624, of which 145,800 shares (or the equivalent of 75,600 shares of Burlington Stock) were repurchased in 1995 at an aggregate cost of $3,436. No additional repurchases were made during the remainder of 1995 subsequent to the implementation of the revised program. During 1996, 75,600 shares of Burlington Stock were repurchased at a cost of $1,407. The program to repurchase shares remains in effect in 1997.
Dividends paid to holders of Burlington Stock are limited to funds of the Company legally available for the payment of dividends. Amounts available for dividends may be further limited by covenants in the Company's public debt indentures and bank credit agreements. See the Company's consolidated financial statements and related footnotes. Subject to these limitations, the Company's Board, although there is no requirement to do so, intends to declare and pay dividends on the Burlington Stock based primarily on the earnings, financial condition, cash flow and business requirements of the Burlington Group.
The Company has the authority to issue up to 2,000,000 shares of preferred stock, par value $10 per share. In January, 1994, the Company issued $80,500 or 161,000 shares of Series C Cumulative Convertible Preferred Stock (the "Convertible Preferred Stock"). The Convertible Preferred Stock, which is convertible into Minerals Stock and which has been attributed to the Minerals Group, pays an annual dividend of $31.25 per share payable quarterly, in cash, in arrears, out of all funds of the Company legally available therefore, when as and if, declared by the Board. Payment of dividends commenced on March 1, 1994. Such stock also bears a liquidation preference of $500 per share, plus an amount equal to accrued and unpaid dividends thereon.
In 1994, the Board authorized the repurchase from time to time of up to $15,000 of Convertible Preferred Stock. Subsequent to the authorization and through October 1995, 24,720 shares at a total cost of $9,624 had been repurchased, of which 16,370 shares at a total cost of $6,258 were purchased in 1995. In November 1995, the Board authorized an increase in the remaining authority to $15,000. No additional share repurchases were made during the remainder of 1995 subsequent to the increased authorization. In 1996, 20,920 shares at a total cost of $7,897 were repurchased. The program to acquire shares remains in effect in 1997, and in February 1997, the Board authorized an increase in the remaining repurchase authority to $15 million.
In 1996 and 1995, dividends paid on such stock amounted to $3,795 and $4,341, respectively. Preferred dividends included on the Company's Statements of Operations for the years ended December 31, 1996 and 1995, are net of $2,120 and $1,579, respectively, which was the excess of the carrying amount of the Convertible Preferred Stock over the cash paid to holders of the stock for repurchases made during the year.
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 benefits programs not including stock option plans. The trust first began funding obligations under the Company's various stock option plans in September 1995. Upon formation of the Trust, the Company sold for a promissory note of the Trust, 4,000,000 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 Brink's Stock Proposal, 1,768,906 shares of Burlington Stock were distributed to the Trust. At December 31, 1996, 1,279,544 shares of Burlington Stock (1,776,453 in 1995) remained in the Trust, valued at market. The value of these shares has no impact on shareholder's equity.
11. LEASES
The Burlington Group leases 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, 1996, aggregate future minimum lease payments under noncancellable operating leases were as follows:
Equipment Aircraft Facilities & Other Total - -------------------------------------------------------------------------------- 1997 $27,590 24,400 5,062 57,052 1998 20,661 19,160 3,719 43,540 1999 17,979 14,833 2,539 35,351 2000 11,479 11,372 1,803 24,654 2001 10,339 9,101 1,188 20,628 2002 6,336 7,791 685 14,812 2003 -- 6,723 417 7,140 2004 -- 6,310 417 6,727 2005 -- 5,170 417 5,587 Later Years -- 52,927 3,298 56,225 - -------------------------------------------------------------------------------- Total $94,384 157,787 19,545 271,716 ================================================================================
These amounts are net of aggregate future minimum noncancellable sublease rentals of $1,693.
Net rent expense amounted to $61,827 in 1996, $62,751 in 1995 and $57,412 in 1994.
The Burlington Group incurred capital lease obligations of $231 in 1996, $2,288 in 1995 and $755 in 1994. As of December 31, 1995, the Burlington Group's obligations under capital leases were not significant (Note 8).
12. EMPLOYEE BENEFIT PLANS
The Burlington 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 under most of the plans are based on salary (including commissions, bonuses, overtime and premium pay) and years of service. The Burlington 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 expense for 1996, 1995 and 1994 for all plans is as follows:
Years Ended December 31 1996 1995 1994 - -------------------------------------------------------------------------------- Service cost--benefits earned during year $ 4,067 2,856 3,009 Interest cost on projected benefit obligation 4,010 3,162 2,919 Loss (return) on assets--actual (8,053) (11,344) 662 (Loss) return on assets--deferred 2,177 6,223 (5,713) Other amortization, net (339) (305) (357) - -------------------------------------------------------------------------------- Net pension expense $ 1,862 592 520 ================================================================================
The assumptions used in determining the net pension expense for the Company's primary pension plan were as follows:
1996 1995 1994 - -------------------------------------------------------------------------------- Interest cost on projected benefit obligation 7.5% 8.75% 7.5% Expected long-term rate of return on assets 10.0% 10.0% 10.0% Rate of increase in compensation levels 4.0% 4.0% 4.0% ================================================================================
The funded status and prepaid pension expense at December 31, 1996 and 1995 are as follows:
1996 1995 - -------------------------------------------------------------------------------- Actuarial present value of accumulated benefit obligation: Vested $ 43,018 38,240 Nonvested 2,846 2,524 - -------------------------------------------------------------------------------- 45,864 40,764 Benefits attributable to projected salaries 12,454 10,376 - -------------------------------------------------------------------------------- Projected benefit obligation 58,318 51,140 Plan assets at fair value 68,016 59,831 - -------------------------------------------------------------------------------- Excess of plan assets over projected benefit obligation 9,698 8,691 Unamortized initial net asset (401) (724) Unrecognized experience (gain) loss (321) 1,732 Unrecognized prior service cost 146 106 - -------------------------------------------------------------------------------- Net pension assets 9,122 9,805 Current pension liabilities 382 622 - -------------------------------------------------------------------------------- Deferred pension assets per balance sheet $ 9,504 10,427 ================================================================================
For the valuation of the Company's primary pension obligations and the calculation of the funded status, the discount rate was 8% in 1996 and 7.5% in 1995. The expected long-term rate of return on assets was 10% in both years. The rate of increase in compensation levels used was 4% in 1996 and 1995.
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, 1996, approximately 78% of plan assets were invested in equity securities and 22% in fixed income securities.
The Burlington Group also provides certain postretirement health care and life insurance benefits for eligible active and retired employees in the United States and Canada.
For the years 1996, 1995 and 1994, the components of periodic expense for these postretirement benefits were as follows:
Years Ended December 31 1996 1995 1994 - -------------------------------------------------------------------------------- Service cost--benefits earned during year $167 129 219 Interest cost on accumulated postretirement benefit obligation 213 192 247 - -------------------------------------------------------------------------------- Total expense $380 321 466 ================================================================================
Interest costs on the accumulated postretirement benefit obligation were based upon rates of 7.5% in 1996, 8.75% in 1995 and 7.5% in 1994.
At December 31, 1996 and 1995, the actuarial and recorded liabilities for these postretirement benefits, none of which have been funded, were as follows:
Years Ended December 31 1996 1995 - -------------------------------------------------------------------------------- Accumulated postretirement benefit obligation: Retirees $ 546 569 Fully eligible active plan participants 517 403 Other active plan participants 2,007 1,919 - -------------------------------------------------------------------------------- 3,070 2,891 Unrecognized experience gain (loss) 75 (71) - -------------------------------------------------------------------------------- Liability included on the balance sheet 3,145 2,820 Less current portion -- 107 - -------------------------------------------------------------------------------- Noncurrent liability for postretirement health care and life insurance benefits $3,145 2,713 ================================================================================
The accumulated postretirement benefit obligation was determined using the unit credit method and an assumed discount rate of 8% in 1996 and 7.5% in 1995. 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 amount.
The Burlington 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 75% 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 $2,259 in 1996, $2,326 in 1995 and $1,656 in 1994.
The Burlington Group sponsors several other defined contribution benefit plans based on hours worked or other measurable factors. Contributions under all of these plans aggregated $643 in 1996, $662 in 1995 and $556 in 1994.
13. SEGMENT INFORMATION
Operating revenues by geographic area are as follows:
Years Ended December 31 1996 1995 1994 - -------------------------------------------------------------------------------- United States $ 554,552 535,091 565,813 International operations 945,766 879,730 649,471 - -------------------------------------------------------------------------------- Total operating revenues $1,500,318 1,414,821 1,215,284 ================================================================================
The following is derived from the business segment information in the Company's consolidated financial statements as it relates to the Burlington Group. See Note 2, Related Party Transactions, for a description of the Company's policy for corporate allocations.
The Burlington Group's portion of the Company's operating profit is as follows:
Years Ended December 31 1996 1995 1994 - -------------------------------------------------------------------------------- United States $ 36,143 30,416 45,732 International operations 28,461 28,307 23,492 - -------------------------------------------------------------------------------- Burlington Group's portion of the Company's segment operating profit 64,604 58,723 69,224 Corporate expenses allocated to the Burlington Group (7,433) (4,770) (4,665) - -------------------------------------------------------------------------------- Total operating profit $ 57,171 53,953 64,559 ================================================================================
The Burlington Group's portion of the Company's assets at year end is as follows:
As of December 31 1996 1995 1994 - -------------------------------------------------------------------------------- United States $344,048 302,593 284,294 International operations 254,012 237,126 188,146 - -------------------------------------------------------------------------------- Burlington Group's portion of the Company's assets 598,060 539,719 472,440 Burlington Group's portion of corporate assets 17,614 32,358 49,076 - -------------------------------------------------------------------------------- Total assets $615,674 572,077 521,516 ================================================================================
14. 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 certain companies of the Burlington Group included in these financial statements, are jointly and severally liable with t certain companies of the Brink's Group and of the Minerals Group for the costs of health care coverage provided for by that Act. For a description of the Act and an estimate 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 $6,900 and $17,000 over a period of up 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 conducted. The clean-up estimates have been modified from prior years' in light of cost inflation. The estimate of costs and the timing of payments could change as a result of changes to the remediation plan required, changes in the technology available to treat the site, unforseen circumstances existing at the site and additional cost inflation.
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. In August 1995, the District Court ruled on various Motions for Summary Judgement. In its decision, the Court found favorably for the Company on several matters relating to the comprehensive general liability policies but concluded that the pollution liability policies did not contain pollution coverage for the types of claims associated with the Tankport site. The Company appealed the District Court's decision to the Third Circuit. However, management and its outside legal counsel continue to believe that recovery of a substantial portion of the cleanup costs will ultimately be probable of realization. Accordingly, it is the Company's belief that, based on estimates of potential liability and probable realization of insurance recoveries, the Company would be liable for approximately $1,400 based on the Court's decision and related developments of New Jersey law.
15. SUPPLEMENTAL CASH FLOW INFORMATION
For the years ended December 31, 1996, 1995 and 1994, cash payments for income taxes, net of refunds received, were $22,018, $20,346 and $16,980, respectively.
For the years ended December 31, 1996, 1995 and 1994, cash payments for interest were $4,646, $5,055 and $4,926, respectively.
On December 31, 1995, the Minerals Group assumed the portion of the Company's term loan in the amount of $23,434, which had been attributed to the Burlington Group, as partial settlement of the intercompany payable due to the Burlington Group. This transfer of debt as partial settlement of the intercompany between the Groups has been recognized as a noncash transaction and is not included in the Burlington Group's 1995 Statement of Cash Flows.
16. SELECTED QUARTERLY FINANCIAL DATA (UNAUDITED)
Tabulated below are certain data for each quarter of 1996 and 1995.
1st 2nd 3rd 4th - -------------------------------------------------------------------------------- 1996 Quarters: Operating revenues $351,950 363,411 377,656 407,301 Gross profit 37,595 46,256 50,414 48,630 Net income 3,763 8,746 10,705 10,587
Per Pittston Burlington Group Common Share: Net income $ .20 .46 .56 .55
1995 Quarters: Operating revenues $323,944 341,950 365,793 383,134 Gross profit 34,352 42,305 47,334 45,109 Net income 4,049 8,009 10,524 10,273
Per Pittston Burlington Group Common Share: Net income $ .21 .42 .56 .54
Pittston Minerals Group - -------------------------------------------------------------------------------- STATEMENT OF MANAGEMENT RESPONSIBILITY - --------------------------------------------------------------------------------
The management of The Pittston Company (the "Company") is responsible for preparing the accompanying Pittston Minerals Group (the "Mineral Group') 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 LLP, independent auditors. During the audit they review and make appropriate tests of accounting records and internal controls to the extent they consider necessary to express an opinion on the 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.
- -------------------------------------------------------------------------------- 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, 1996 and 1995, and the related statements of operations and cash flows for each of the years in the three-year period ended December 31, 1996. 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, 1996 and 1995, and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, 1996, 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 more fully discussed in Note 1 to the financial statements, Pittston Minerals Group changed its method of accounting for impairment of long-lived assets in 1996.
KPMG PEAT MARWICK LLP
KPMG Peat Marwick LLP Stamford, Connecticut
January 23, 1997
Pittston Minerals Group - -------------------------------------------------------------------------------- BALANCE SHEETS - --------------------------------------------------------------------------------
See accompanying notes to financial statements.
Pittston Minerals Group - -------------------------------------------------------------------------------- STATEMENTS OF OPERATIONS - --------------------------------------------------------------------------------
See accompanying notes to financial statements.
Pittston Minerals Group - -------------------------------------------------------------------------------- STATEMENTS OF CASH FLOWS - --------------------------------------------------------------------------------
See accompanying notes to financial statements.
Pittston Minerals Group - -------------------------------------------------------------------------------- NOTES TO FINANCIAL STATEMENTS - --------------------------------------------------------------------------------
(Dollars in thousands, except per share amounts)
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation On January 18, 1996, the shareholders of The Pittston Company (the "Company") approved the Brink's Stock Proposal, as described in the Company's proxy statement dated December 15, 1995, resulting in the modification, effective as of January 19, 1996, of the capital structure of the Company to include an additional class of common stock. The outstanding shares of Pittston Services Group Common Stock, par value $1.00 per share, ("Services Stock") were redesignated as Pittston Brink's Group Common Stock, par value $1.00 per share, ("Brink's Stock") a new class of common stock, designated as Pittston Burlington Group Common Stock, par value $1.00 per share, ("Burlington Stock") was distributed on the basis of one-half of one share for each outstanding share of Services Stock. Holders of Pittston Minerals Group Common Stock, par value $1.00 per share, ("Minerals Stock") continue to be holders of such stock, which continues to reflect the performance of the Pittston Minerals Group (the "Minerals Group"). Brink's Stock is intended to reflect the performance of the Pittston Brink's Group (the "Brink's Group") and Burlington Stock is intended to reflect the performance of the Pittston Burlington Group (the "Burlington Group").
The financial statements of the Minerals Group include the balance sheets, the results of operations and cash flows of the Pittston Coal Company ("Coal Operations") and Pittston Mineral Ventures ("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. 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 a reasonable and equitable allocation of such items (Note 2).
The Company provides to holders of Minerals Stock separate financial statements, financial review, 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) among the Minerals Group, the Brink's Group and the Burlington Group for the purpose of preparing their respective financial statements, this attribution and the change in the capital structure of the Company as a result of the approval of the Brink's Stock Proposal did not affect legal title to such assets or responsibility for such liabilities for 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. Financial impacts arising from one group that affect the Company's financial condition could affect the results of operations and financial condition of each of the groups. Since financial developments within one group could affect other groups, all shareholders of the Company could be adversely affected by an event directly impacting only one group. 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 combined accounts of the businesses comprising the Minerals Group. The Minerals Group's interests in 20% to 50% owned companies are carried on the equity method. 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 the Minerals Group for certain obligations and are carried at cost which approximates market. These investments have original maturities in excess of three months and not exceeding one year.
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 a development stage. A mine is considered under development until all planned production units have been placed in operation.
Valuation of coal properties is based primarily on mining plans and conditions assumed at the time of the evaluation. These valuations could be impacted by actual economic conditions which differ from those assumed at the time of the evaluation.
Intangibles The excess of cost over fair value of net assets of businesses acquired is amortized on a straight-line basis over the estimated periods benefited.
The Minerals Group evaluates the carrying value of intangibles and the periods of amortization to determine whether events and circumstances warrant revised estimates of assets value or useful lives. The Minerals Group annually assesses the recoverability of the excess of cost over net assets acquired by determining whether the amortization of the asset balance over its remaining life can be recovered through projected undiscounted future operating cash flows. Evaluation of asset value as well as periods of amortization are performed on a disaggregated basis.
Goodwill allocated to a potentially impaired asset will be identified with that asset in performing an impairment test in accordance with SFAS No. 121. If such tests indicate that an impairment exists, the carrying amount of the identified goodwill would be eliminated before making any reduction of the carrying amounts of impaired long-lived assets.
Coal Supply Contracts Coal supply contracts consist of contracts to supply coal to customers at certain negotiated prices over a period of time, which have been acquired from other coal companies, and are stated at cost at the time of acquisition, which approximates fair market value. The capitalized cost of such contracts is amortized over the term of the contract on the basis of tons of coal sold under the contract.
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 included in shareholder's equity.
Postretirement Benefits Other Than Pensions Postretirement benefits other than pensions are accounted for in accordance with Statement of Financial Accounting Standards No. 106, "Employers' Accounting for Postretirement Benefits Other Than Pensions", which requires employers to accrue the cost of such retirement benefits during the employees' service with the Company.
Income Taxes Income taxes are accounted for in accordance with Statement of Financial Accounting Standards No. 109, "Accounting for Income Taxes", 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 almost all black lung benefits. Provision is made for estimated benefits based on 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 projected inflation rates. As of December 31, 1996 and 1995, the actuarially determined value of estimated future black lung benefits discounted at 6% was approximately $57,000 and $60,400, respectively, and is included in workers' compensation and other claims. Based on actuarial data, the amount (credited) charged to operations was ($2,216) in 1996, ($1,402) in 1995 and $201 in 1994. 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 costs. These costs amounted to $1,849 in 1996, $2,569 in 1995 and $2,472 in 1994.
Reclamation Costs Expenditures relating to environmental regulatory requirements and reclamation costs undertaken during mine operations are charged against earnings as incurred. Estimated site restoration and post closure reclamation costs are charged against earnings using the units of production method over the expected economic life of each mine. Accrued reclamation costs are subject to review by management on a regular basis and are revised when appropriate for changes in future estimated costs and/or regulatory requirements.
Financial Instruments From time to time, the Minerals Group uses foreign currency forward contracts to hedge the risk of changes in foreign currency rates associated with certain transactions denominated in Australian dollars. 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 Minerals Group also utilizes other financial instruments to protect against adverse price movements in gold, which the company produces, as well as interest rate changes on certain variable rate debt. Gains and losses on these contracts, designated and effective as hedges, are deferred and recognized as part of the transaction hedged.
Revenue Recognition Coal sales are generally recognized when coal is loaded onto transportation vehicles for shipment to customers. For domestic sales, this generally occurs when coal is loaded onto railcars at mine locations. For export sales, this generally 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 The computation of primary earnings per share is based on the weighted-average number of outstanding common shares divided into net income less preferred stock dividends. The computation of fully diluted earnings per common share assumes the conversion of the $31.25 Series C Cumulative Preferred Stock (issued in 1994) and additional shares assuming the exercise of stock options (antidilutive in the primary calculation) divided into net income. For 1994, the loss per share, assuming full dilution, is considered to be the same as primary since the effect of common stock equivalents and the preferred stock conversion would be antidilutive. The shares of Minerals Stock held in The Pittston Company Employee Benefits Trust (Note 11) are not included in the net income per share calculations as they were evaluated for inclusion in that calculation under the treasury stock method and had no dilutive effect.
Use of Estimates In accordance with generally accepted accounting principles, management of the Company has made a number of estimates and assumptions relating to the reporting of assets and liabilities and the disclosure of contingent assets and liabilities to prepare these financial statements. Actual results could differ from those estimates.
Accounting Changes In 1996, the Minerals Group adopted Statement of Financial Accounting Standards ("SFAS") No. 121, "Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed Of". SFAS No. 121 requires companies to review assets for impairment whenever circumstances indicate that the carrying amount of an asset may not be recoverable. SFAS No. 121 resulted in a pretax charge to earnings in 1996 for the Minerals Group's Coal Operations of $29,948 ($19,466 after-tax), of which $26,312 was included in cost of sales and $3,636 was included in selling, general and administrative expenses. Assets for which the impairment loss was recognized consisted of property, plant and equipment, advanced royalties and goodwill. These assets primarily related to mines scheduled for closure in the near term and idled facilities and related equipment.
In 1996, the Minerals Group also adopted SFAS No. 123, "Accounting for Stock Based Compensation". SFAS No. 123 establishes financial accounting and reporting standards for stock-based employee compensation plans. SFAS No. 123 allows for the adoption of a fair value based method of accounting for all employee stock compensation plans or it allows entities to continue to measure compensation cost for those plans using the intrinsic value based method of accounting prescribed by Accounting Principles Board Opinion ("APB") No. 25, "Accounting for Stock Issued to Employees". APB No. 25 requires the disclosure of net income and net income per share as if the fair value based method of accounting is applied. The Minerals Group has elected to continue to account for its stock compensation plans according to APB No. 25 with the disclosure of the impact on net income and net income per share as if the fair value based method of accounting is applied (Note 10).
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 deferred pension assets, income taxes and accrued liabilities.
Financial As a matter of policy, the Company manages most financial activities of the Minerals Group, the Brink's Group and the Burlington 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, 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. At December 31, 1996 and 1995, the Company attributed long-term debt to the Minerals Group based upon the purpose for the debt in addition to the cash flow requirements of the Minerals Group. See Note 9 for details and amounts of long-term debt. The portion of the Company's interest expense allocated to the Minerals Group for 1996, 1995 and 1994 was $7,475, $6,335 and $4,448, respectively. Management believes such method of allocation to be equitable and a reasonable estimate of the cost attributable to the Minerals Group.
To the extent borrowings are deemed to occur between the Brink's Group, the Burlington Group and the Minerals Group, intergroup 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 Chase Manhattan Bank from time to time. At December 31, 1996, the Minerals Group owed the Brink's Group and Burlington Group $24,027 and $7,730; respectively, and at December 31, 1995, the Minerals Group owed the Brink's Group and Burlington Group $17,945 and $19,910; respectively, as a result of borrowings.
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, the Brink's Group and the Burlington 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 among 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 intergroup account is established for the benefit of the Group generating the attributes. 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. At December 31, 1996, the Minerals Group was owed $18,760 and $24,310 from the Brink's Group and the Burlington Group, respectively for such tax benefits, of which $8,760 and $13,310, respectively, were not expected to be received within one year from such dates in accordance with the policy. At December 31, 1995, the Minerals Group was owed $21,844 and $22,029 from the Brink's Group and the Burlington Group, respectively, for such tax benefits, of which $7,844 and $8,029, respectively, were not expected to be received within one year from such date. The Brink's and Burlington Groups paid the Minerals Group $14,470 and $14,949, respectively in 1996 and $10,172 and $11,328, respectively, in 1995 for the utilization of such tax benefits.
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 the cost attributable to the Minerals Group. These allocations were $6,555, $7,266 and $6,845 in 1996, 1995 and 1994, respectively.
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 the cost attributable to the Minerals Group.
3. SHAREHOLDER'S EQUITY
The following analyzes shareholder's equity of the Minerals Group for the periods presented:
As of December 31 1996 1995 1994 - -------------------------------------------------------------------------------- Balance at beginning of period $ (8,679) (8,596) (24,857) Net income (loss) 10,658 14,024 (52,948) Stock options exercised 43 1,203 1,767 Stock released from employee benefits trust to employee benefits plan 2,100 1,745 712 Issuance of $31.25 Series C Cumulative Preferred Stock, net of cash expenses -- -- 77,082 Stock repurchases (7,895) (7,173) (3,767) Dividends declared (9,059) (9,493) (9,165) Foreign currency translation adjustment 1,111 (566) 1,712 Tax benefit of options exercised 61 177 617 Other, net -- -- 251 - -------------------------------------------------------------------------------- Balance at end of period $(11,660) (8,679) (8,596) ================================================================================
The cumulative foreign currency translation adjustment included in shareholder's equity is $1,171, $60 and $626 at December 31, 1996, 1995 and 1994, respectively.
4. PROPERTY, PLANT AND EQUIPMENT
Property, plant and equipment, at cost, consist of the following:
As of December 31 1996 1995 - -------------------------------------------------------------------------------- Bituminous coal lands $101,988 109,400 Land, other than coal lands 22,461 21,649 Buildings 8,853 9,204 Machinery and equipment 191,622 225,744 - -------------------------------------------------------------------------------- Total $324,924 365,997 ================================================================================
The estimated useful lives for property, plant and equipment are as follows:
Years - -------------------------------------------------------------------------------- Buildings 10 to 40 Machinery and equipment 3 to 30
Depreciation and depletion of property, plant and equipment aggregated $22,633 in 1996, $25,164 in 1995 and $27,481 in 1994.
Mine development costs which were capitalized totaled $8,144 in 1996, $10,118 in 1995 and $11,908 in 1994.
5. ACCOUNTS RECEIVABLE--TRADE
For each of the years in the three-year period ended December 31, 1996, the Company, on behalf of the Minerals Group, maintained agreements with financial institutions whereby it had the right to sell certain coal receivables to those institutions. Certain agreements contained provisions for sales with recourse. In 1996 and 1995, total coal receivables of $15,390 and $25,092, respectively, were sold under such agreements. As of December 31, 1996 and 1995, receivables sold which remained to be collected totaled $5,183 and $5,222, respectively.
6. INTANGIBLES
Intangibles consist entirely of the excess of cost over fair value of net assets of businesses acquired and are net of accumulated amortization of $8,914 at December 31, 1996 and $5,906 at December 31, 1995. The estimated useful life of intangibles is generally forty years. Amortization of intangibles aggregated $3,128 in 1996, $3,099 in 1995 and $2,642 in 1994.
7. 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 quality financial institutions. Also, by policy, the amount of credit exposure to any one financial institution is limited. The Minerals Group makes substantial sales to a few relatively 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.
Accounts receivable, accounts payable and accrued liabilities The carrying amounts approximate fair value because of the short-term nature 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.
Off-balance sheet instruments The Minerals Group utilizes off-balance sheet financial instruments, as discussed below, to hedge its market exposures. The risk that counterparties to these contracts may be unable to perform is minimized by limiting the counterparties to major financial institutions. The Minerals Group does not expect any losses due to such counterparty default.
Foreign currency forward contracts--The Minerals Group enters into foreign currency forward contracts from time to time, with a duration of up to 360 days as a hedge against liabilities denominated in the Australian dollar. These contracts do not subject the Minerals Group to risk due to exchange rate movements because gains and losses on these contracts offset losses and gains on the liabilities being hedged. At December 31, 1996, no such currency forward contracts were outstanding.
Gold contracts--In order to protect itself against downward movements in gold prices, the Minerals Group hedges a portion of its recoverable proven and probable reserves primarily through forward sales contracts. At December 31, 1996, 37,808 ounces of gold, representing approximately 14% of the Minerals Group's recoverable proven and probable reserves, were sold forward under forward sales contracts that mature periodically through early 1998. 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, 1996, the fair value of the Minerals Group's forward sales contracts amounted to $3,233.
Interest rate contracts--As discussed further in Note 9, in 1996, 1995 and 1994, the Company entered into variable to fixed interest rate swap agreements. Fair value at December 31, 1996 was not significant. These contracts have been attributed to the Minerals Group.
8. INCOME TAXES
The provision (credit) for income taxes consists of the following:
U.S. Federal Foreign State Total - -------------------------------------------------------------------------------- 1996: Current $(29,325) -- -- (29,325) Deferred 20,893 1,195 -- 22,088 - -------------------------------------------------------------------------------- Total $ (8,432) 1,195 -- (7,237) ================================================================================ 1995: Current $(25,432) -- -- (25,432) Deferred 15,664 748 -- 16,412 - -------------------------------------------------------------------------------- Total $ (9,768) 748 -- (9,020) ================================================================================ 1994: Current $(26,599) 50 -- (26,549) Deferred (17,954) 1,008 97 (16,849) - -------------------------------------------------------------------------------- Total $(44,553) 1,058 97 (43,398) ================================================================================
The significant components of the deferred tax expense (benefit) were as follows:
Years Ended December 31 1996 1995 1994 - -------------------------------------------------------------------------------- Deferred tax expense (benefit), exclusive of the components listed below $ 18,064 17,038 (13,733) Net operating loss carryforwards (327) (631) (595) Alternative minimum tax credit 3,337 (326) (1,021) Change in the valuation allowance for deferred tax assets 1,014 331 (1,500) - -------------------------------------------------------------------------------- Total $ 22,088 16,412 (16,849) ================================================================================
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, 1996, and December 31, 1995, were as follows:
1996 1995 - -------------------------------------------------------------------------------- Deferred tax assets: Accounts receivable $ 973 778 Postretirement benefits other than pensions 96,951 92,649 Workers' compensation and other claims 46,791 50,157 Other liabilities and reserves 53,337 77,390 Miscellaneous 8,405 8,505 Net operating loss carryforwards 3,235 2,908 Alternative minimum tax credits 7,579 10,895 Valuation allowance (9,460) (8,446) - -------------------------------------------------------------------------------- Total deferred tax assets 207,811 234,836 - -------------------------------------------------------------------------------- Deferred tax liabilities: Property, plant and equipment 24,486 29,959 Pension assets 33,179 32,152 Other assets 11,392 9,321 Miscellaneous 48,626 52,028 - -------------------------------------------------------------------------------- Total deferred tax liabilities 117,683 123,460 - -------------------------------------------------------------------------------- Net deferred tax asset $ 90,128 111,376 ================================================================================
The recording of 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.
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 1996, 1995 and 1994 to the income (loss) before income taxes.
Years Ended December 31 1996 1995 1994 - -------------------------------------------------------------------------------- Income (loss) before income taxes: United States $ 100 3,539 (99,400) Foreign 3,321 1,465 3,054 - -------------------------------------------------------------------------------- Total $ 3,421 5,004 (96,346) ================================================================================ Tax provision computed at statutory rate $ 1,197 1,751 (33,721) Increases (reductions) in taxes due to: Percentage depletion (7,644) (9,861) (9,313) State income taxes (net of federal tax benefit) (1,014) (726) 1,563 Change in the valuation allowance for deferred tax assets 1,014 331 (1,500) Miscellaneous (790) (515) (427) - -------------------------------------------------------------------------------- Actual tax credit $(7,237) (9,020) (43,398) ================================================================================
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, 1996 and December 31, 1995, 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.
As of December 31, 1996, the Minerals Group had $7,579 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, 1996 was $3,235 and related to various state and foreign taxing jurisdictions. The expiration periods primarily range from 5 to 15 years.
9. LONG-TERM DEBT
A portion of the outstanding debt under the Company's revolving credit agreement has been attributed to the Minerals Group. Total long-term debt of the Minerals Group consists of the following:
As of December 31 1996 1995 - -------------------------------------------------------------------------------- Senior obligations $ 350 413 Obligations under capital leases (average rate 7.74% in 1996 and 6.22% in 1995) 1,022 378 - -------------------------------------------------------------------------------- 1,372 791 - -------------------------------------------------------------------------------- Attributed portion of Company's debt U.S. dollar term loan due 2001 (year end rate 5.97% in 1996 and 6.56% in 1995) 100,000 100,000 Revolving credit notes due 2001 (year-end rate 7.01% in 1996) 23,200 -- - -------------------------------------------------------------------------------- Total long-term debt, less current maturities 124,572 100,791 Current maturities of long-term debt: Other senior obligations 77 154 Capital leases 318 1,045 - -------------------------------------------------------------------------------- Total current maturities of long-term debt 395 1,199 Total long-term debt including current maturities $124,967 101,990 ================================================================================
For the four years through December 31, 2001, minimum repayments of long-term debt outstanding are as follows:
1998 $ 521 1999 308 2000 357 2001 123,386
The Company has a $350,000 revolving credit agreement with a syndicate of banks (the "Facility"). The Facility includes a $100,000 term loan and also permits additional borrowings, repayments and reborrowings of up to an aggregate of $250,000. During the second quarter of 1996, the maturity date of both the term loan and revolving credit portion of the Facility was extended to May 31, 2001. Interest on borrowings under the Facility is payable at rates based on prime, certificate of deposit, Eurodollar or money market rates. During 1995, $23,400 of the term loan obligation attributed to the Burlington Group was assumed by the Minerals Group as partial settlement of the Minerals Group payable to the Burlington Group. At December 31, 1996, in addition to the borrowings, the $100,000 term loan, of $23,200, were outstanding. All borrowings were attributed to the Minerals Group.
In 1994, the Company entered into a standard three year variable to fixed interest rate swap agreement on a portion of the Company's U.S. dollar term loan. This agreement fixed the Company's interest rate at 5% on initial borrowings of $40,000 in principal. The principal amount to which the 5% interest rate applies declines periodically throughout the term of the agreement, and at December 31, 1996, this rate applied to borrowings of $5,000 in principal. During 1995, the Company entered into two other variable to fixed interest rate swap agreements. One agreement fixes the Company's interest rate at 5.80% on $20,000 in principal for a term of three years. The other agreement fixes the Company's interest rate at 5.66% for a term of 21 months on $20,000 in principal. During 1996, the Company entered into a variable to fixed interest rate swap agreement which fixes the Company's interest rate at 4.9% on initial borrowings of $5,000 in principal. The principal amount increases by $5,000 each quarter through the first quarter of 1998. The principal amount to which the 4.9% interest rate applied as of December 31, 1996 was $15,000.
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, the maintenance of consolidated net worth, and the amount of additional funded debt which may be incurred. Allowable restricted payments for dividends and stock repurchases aggregated $255,810 at December 31, 1996. Under the terms of the Facility, the Company has agreed to maintain at least $400,000 of Consolidated Net Worth, as defined, and can incur additional indebtedness of approximately $560,000.
At December 31, 1996, the Company's portion of outstanding unsecured letters of credit allocated to the Minerals Group was $38,047, primarily supporting its obligations under its various self-insurance programs.
10. STOCK OPTIONS
The Company has various stock-based compensation plans as described below.
Stock Option Plans The Company grants options under its 1988 Stock Option Plan (the "1988 Plan") to executives and key employees and under its Non-Employee Directors' Stock Option Plan (the "Non-Employee Plan") to outside directors, to purchase common stock at a price not less than 100% of quoted market value at the date of grant. The 1988 Plan options can be granted with a maximum term of ten years and can vest within six months from the date of grant. The majority of grants made in 1996, 1995 and 1994 have a maximum term of six years and vest 100% at the end of the third year. The Non-Employee Plan options can be granted with a maximum term of ten years and can vest within six months from the date of grant. The majority of grants made in 1996, 1995 and 1994 have a maximum term of six years and vest ratably over the first three years. The total number of shares underlying options authorized for grant, but not yet granted, under the 1988 Plan is 572,201. Under the Non-Employee Plan, the total number of shares underlying options authorized for grant, not yet granted, is 35,400.
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 still outstanding.
As part of the Brink's Stock Proposal (Note 1), the 1988 and the Non-Employee Plans were amended to permit option grants to be made to optionees with respect to Brink's Stock or Burlington Stock, in addition to Minerals Stock. The approval of the Brink's Stock Proposal had no affect on options for Minerals Stock.
The table below summarizes the related plan activity.
Aggregate Exercise Shares Price - -------------------------------------------------------------------------------- Outstanding at December 31, 1993 623,498 $ 11,023 Granted 23,000 431 Exercised (128,667) (1,765) Forfeited or expired (10,508) (118) - -------------------------------------------------------------------------------- Outstanding at December 31, 1994 507,323 9,571 Granted 258,300 2,665 Exercised (95,129) (1,203) Forfeited or expired (72,697) (1,674) - -------------------------------------------------------------------------------- Outstanding at December 31, 1995 597,797 9,359 Granted 3,800 47 Exercised (3,400) (45) Forfeited or expired (15,450) (229) - -------------------------------------------------------------------------------- Outstanding at December 31, 1996 582,747 $ 9,132 ================================================================================
Options exercisable at the end of 1996, 1995 and 1994, respectively, for Minerals Stock were 291,860, 214,163 and 271,815.
The following table summarizes information about stock options outstanding as of December 31, 1996.
------------------------------ ----------------- Stock Options Stock Options Outstanding Exercisable - -------------------------------------------------------------------------------- Weighted Average Remaining Weighted Weighted Contractual Average Average Range of Life Exercise Exercise Exercise Prices Shares (Years) Price Shares Price - -------------------------------------------------------------------------------- $ 8.74 to 13.00 286,110 4.30 $ 10.40 32,893 $10.81 13.43 to 18.63 111,637 3.08 15.18 99,637 14.78 23.82 to 25.74 185,000 6.93 25.73 159,330 25.74 - -------------------------------------------------------------------------------- Total 582,747 291,860 ================================================================================
Employee Stock Purchase Plan Under the 1994 Employee Stock Purchase Plan (the "Plan"), the Company is authorized to issue up to 250,000 shares of Minerals Stock, to its employees who have six months of service and who complete minimum annual work requirements. Under the terms of the Plan, employees may elect each six-month period (beginning January 1 and July 1), to have up to 10 percent of their annual earnings withheld to purchase the Company's stock. Employees may purchase shares of any or all of the three classes of Company common stocks. The purchase price of the stock is 85% of the lower of its beginning-of-the-period or end-of-the-period market price. Under the Plan, the Company sold 29,831 shares and 44,098 shares of Minerals Stock to employees during 1996 and 1995, respectively.
Accounting For Plans The Company has adopted the disclosure-only provisions of SFAS No. 123, "Accounting for Stock-Based Compensation", but applies APB Opinion No. 25 and related Interpretations in accounting for its plans. Accordingly, no compensation cost has been recognized in the accompanying financial statements. Had compensation costs for the Company's plans been determined based on the fair value of awards at the grant dates, consistent with SFAS No. 123, the Minerals Group's net income and earnings per share would approximate the pro forma amounts indicated below:
Years Ended December 31 1996 1995 - -------------------------------------------------------------------------------- Net Income attributed to common shares Minerals Group As Reported $ 8,983 11,262 Pro Forma 8,711 10,925 Net Income per common share Minerals Group Primary, As Reported 1.14 1.45 Primary, Pro Forma 1.10 1.40 Fully Diluted, As Reported 1.08 1.40 Fully Diluted, Pro Forma 1.05 1.37 ================================================================================
Note: The pro forma disclosures shown may not be representative of the effects on reported net income in future years.
The fair value of each stock option grant used to compute pro forma net income and net income per share disclosures is estimated at the time of the grant using the Black-Scholes option-pricing model. The weighted-average assumptions used in the model are as follows:
1996 1995 - -------------------------------------------------------------------------------- Expected dividend yield 4.8% 4.8% Expected volatility 37% 38% Risk-free interest rate 6.1% 5.7% Expected term (in years) 3.7 4.2 ================================================================================
Using these assumptions in the Black-Scholes model, the weighted-average fair value of options granted during 1996 and 1995 is $10 and $687, respectively.
Under SFAS 123, compensation cost is also recognized for the fair value of employee stock purchase rights. Because the Company settles its employee stock purchase rights under the Plan at the end of each six-month offering period, the fair value of these purchase rights was calculated using actual market settlement data. The weighted-average fair value of the stock purchase rights granted in 1996 and 1995 was $143 and $290 for the Minerals Group, respectively.
11. CAPITAL STOCK
The Company, at any time, has the right to exchange each outstanding share of Minerals Stock, which was previously subject to exchange for shares of Services Stock, for shares of Brink's Stock (or, if no Brink's Stock is then outstanding, Burlington Stock) having a fair market value equal to 115% of the fair market value of one share of Minerals Stock. In addition, upon the disposition of all or substantially all of the properties and assets of the Minerals Group to any person (with certain exceptions), the Company is required to exchange each outstanding share of Minerals Stock for shares of Brink's Stock (or, if no Brink's Stock is then outstanding, Burlington Stock) having a fair market value equal to 115% of the fair market value of one share of Minerals Stock. If any shares of the Company's Preferred Stock are converted after an exchange of Minerals Stock for Brink's Stock (or Burlington Stock), the holder of such Preferred Stock would, upon conversion, receive shares of Brink's Stock (or Burlington Stock) in lieu of shares of Minerals Stock otherwise issuable upon such conversion.
The Company, at any time, has the right to exchange each outstanding share of Burlington Stock for shares of Brink's Stock (or, if no Brink's Stock is then outstanding, Minerals Stock) having a fair market value equal to 115% of the fair market value of one share of Burlington Stock. In addition, upon the disposition of all or substantially all of the properties and assets of the Burlington Group to any person (with certain exceptions), the Company is required to exchange each outstanding share of Burlington Stock for shares of Brink's Stock (or, if no Brink's Stock is then outstanding, Minerals Stock) having a fair market value equal to 115% of the fair market value of one share of Burlington Stock.
Holders of Brink's Stock at all times have one vote per share. Holders of Burlington Stock and Minerals Stock have one and 0.626 votes per share, respectively, subject to adjustment on January 1, 1998, and on January 1 every two years thereafter in such a manner so that each class' share of the aggregate voting
power at such time will be equal to that class' share of the aggregate market capitalization of the Company's common stock at such time. Accordingly, on each adjustment date, each share of Burlington Stock and Minerals Stock may have more than, less than or continue to have the number of votes per share as they have. Holders of Brink's Stock, Burlington 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 Articles of Incorporation affecting, among other things, the designation, rights, preferences or limitations of one class of common stock, or certain mergers or statutory share exchanges, must be approved by the holders of such class of common stock, voting as a group, and, in certain circumstances, may also have to be approved by the holders of the other classes of common stock, voting as separate voting groups.
In the event of a dissolution, liquidation or winding up of the Company, the holders of Brink's Stock, Burlington Stock and Minerals Stock, effective January 19, 1996, share on a per share basis an aggregate amount equal to 55%, 28% and 17%, respectively, of the funds, if any, remaining for distribution to the common shareholders. In the case of Minerals Stock, such percentage has been set, using a nominal number of shares of Minerals Stock of 4,202,954 (the "Nominal Shares") in excess of the actual number of shares of Minerals Stock outstanding, to ensure that the holders of Minerals Stock are entitled to the same share of any such funds immediately following the consummation of the transactions as they were prior thereto. These liquidation percentages are subject to adjustment in proportion to the relative change in the total number of shares of Brink's Stock, Burlington Stock and Minerals Stock, as the case may be, then outstanding to the total number of shares of all other classes of common stock then outstanding (which totals, in the case of Minerals Stock, shall include the Nominal Shares).
In November 1995, the Board of Directors (the "Board") authorized a revised share repurchase program which allows for the repurchase of up to 1,000,000 shares of Minerals Stock, not to exceed an aggregate purchase price of $45,000 for all common shares of the Company; such shares to be purchased from time to time in the open market or in private transactions, as conditions warrant. Prior to the revised program, 117,300 shares of Minerals Stock at an aggregate cost of $1,720 were repurchased, of which 78,800 shares at a total cost of $912 were purchased in 1995. No additional repurchases of Minerals Stock were made during the remainder of 1995 subsequent to the increased authorization. No shares were repurchased in 1996. The program to acquire shares remains in effect in 1997.
The Company has the authority to issue up to 2,000,000 shares of preferred stock, par value $10 per share. In January, 1994, the Company issued $80,500 or 161,000 shares of Series C Cumulative Convertible Preferred Stock (the "Convertible Preferred Stock"). The proceeds of the Convertible Preferred Stock offering have been attributed to the Minerals Group. The Convertible Preferred Stock pays an annual cumulative dividend of $31.25 per share payable quarterly, in cash, in arrears, out of all funds of the Company legally available therefore; when as and if declared by the Board, and bears a liquidation preference of $500 per share, plus an amount equal to accrued and unpaid dividends thereon. Each share of the Convertible Preferred Stock is convertible at the option of the holder 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 ratable annually on each February 1 to an amount equal to $500 per share on and after February 1, 2004, plus in each case and 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. The voting rights of the Preferred Stock were not affected by the Brink's Stock Proposal.
In 1994, the Board authorized the repurchase from time to time of up to $15,000 of Convertible Preferred Stock. Subsequent to the authorization and through October 1995, 24,720 shares at a total cost of $9,624 had been repurchased, of which 16,370 shares at a total cost of $6,258 were purchased in 1995. In November 1995, the Board authorized an increase in the remaining authority to $15,000. No additional share repurchases were made during the remainder of 1995 subsequent to the increased authorization. In 1996, 20,920 shares at a total cost of $7,897 were repurchased. The program to acquire shares remains in effect in 1997, and in February 1997, the Board authorized an increase in the remaining repurchase authority to $15 million.
In 1996 and 1995, dividends paid on such stock were $3,795 and $4,341, respectively. Preferred dividends included on the Minerals Group's Statements of Operations for the years ended December 31, 1996 and 1995 are net of $2,120 and $1,579, respectively, which was the excess of the carrying amount of the Convertible Preferred Stock over the cash paid to holders of the stock for repurchases made during each year.
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, 1996, the Available Minerals Dividend Amount was at least $22,099. Dividends on Minerals Stock are also restricted by covenants in the Company's public indentures and bank credit agreements. See the Company's consolidated financial statements and related footnotes. Subject to these limitations, the Company's Board, although there is no requirement to do so, intends to declare and pay dividends on the Minerals Stock based primarily on the earnings, financial condition, cash flow and business requirements of the Minerals Group.
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 benefits programs not including stock option plans. The trust first began funding obligations under the Company's various stock option plans in September 1995. Upon formation of the Trust, the Company sold for a promissory note of the Trust, 4,000,000 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, 1996, 423,652 shares of Minerals Stock (594,461 in 1995) remained in the Trust, valued at market. The value of these shares has no impact on shareholder's equity.
12. ACQUISITIONS
The following represents significant acquisitions for the Minerals Group for 1996, 1995 and 1994.
In 1994, a wholly owned indirect subsidiary of the Minerals Group completed the acquisition of substantially all of the coal mining operations and coal supply contracts of Addington Resources, Inc. ("Addington") for $157,324. The acquisition has been 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. The fair value of assets acquired was $173,959 and liabilities assumed was $138,518. The excess of the purchase price over the fair value of assets acquired and liabilities assumed was $121,883 and is being amortized over a period of forty years. The acquisition was financed by the issuance of $80,500 of Convertible Preferred Stock (Note 11) and additional borrowings under existing credit facilities. In March 1994, the additional debt incurred for this acquisition was refinanced with a portion of the proceeds from the five-year term loan (Note 9).
There were no significant acquisitions in 1995 or 1996.
The results of operations of the businesses acquired in 1996, 1995 and 1994 have been included in the Minerals Group's results of operations from their date of acquisition.
13. COAL JOINT VENTURE
The Minerals Group, through a wholly owned indirect subsidiary of the Company, has a partnership agreement, Dominion Terminal Associates ("DTA"), with three other coal companies to operate coal port facilities in Newport News, Virginia, in the Port of Hampton Roads (the "Facilities"). The Facilities, in which the Minerals Group has a 32.5% interest, has an annual throughput capacity of 22 million tons, with a ground storage capacity of approximately 2 million tons. The Facilities financing is provided by a series of coal terminal revenue refunding bonds issued by the Peninsula Ports Authority of Virginia (the "Authority"), a political subdivision of the Commonwealth of Virginia, in the aggregate principal amount of $132,800, of which $43,160 are attributable to the Company. These bonds bear a fixed interest rate of 7.375%. 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 one dollar 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 principal and interest on the bonds. 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 and premium, if any, and the interest on the bonds. Payments for operating costs aggregated $5,208 in 1996, $6,841 in 1995 and $7,173 in 1994. The Minerals Group has the right to use 32.5% 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.
14. 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, 1996, aggregate future minimum lease payments under noncancellable operating leases were as follows:
Equipment Facilities & Other Total - -------------------------------------------------------------------------------- 1997 $ 345 18,322 18,667 1998 344 12,245 12,589 1999 325 6,192 6,517 2000 297 3,129 3,426 2001 233 523 756 2002 2 -- 2 2003 2 -- 2 2004 2 -- 2 2005 2 -- 2 Later Years 2 -- 2 - -------------------------------------------------------------------------------- Total $1,554 40,411 41,965 ================================================================================
These amounts are net of aggregate future minimum noncancellable sublease rentals of $1,269. Almost all of the above amounts related to equipment are guaranteed by the Company.
Net rent expense amounted to $24,236 in 1996, $34,363 in 1995, and $35,583 in 1994.
The Minerals Group incurred capital lease obligations of $1,031 in 1996, $12 in 1995 and $746 in 1994. As of December 31, 1996, the Minerals Group's obligations under capital leases were not significant (Note 9).
15. 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 most of the plans are based on salary (including commissions, bonuses, overtime and premium pay) 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 1996, 1995 and 1994 for the Minerals Group is as follows:
Years Ended December 31 1996 1995 1994 - -------------------------------------------------------------------------------- Service cost--benefits earned during year $ 3,561 3,306 3,609 Interest cost on projected benefit obligation 9,921 9,548 9,024 Loss (return) on assets--actual (25,571) (38,005) 1,664 (Loss) return on assets--deferred 8,641 22,199 (16,978) Other amortization, net 2,323 7 2,270 - -------------------------------------------------------------------------------- Net pension credit $ (1,125) (2,945) (411) ================================================================================
The assumptions used in determining the net pension credit for the Company's primary pension plan were as follows:
1996 1995 1994 - -------------------------------------------------------------------------------- Interest cost on projected benefit obligation 7.5% 8.75% 7.5% Expected long-term rate of return on assets 10.0% 10.0% 10.0% Rate of increase in compensation levels 4.0% 4.0% 4.0% ================================================================================
The Minerals Group's allocated funded status and deferred pension assets at December 31, 1996 and 1995 are as follows:
1996 1995 - -------------------------------------------------------------------------------- Actuarial present value of accumulated benefit obligation: Vested $121,093 121,632 Nonvested 3,870 3,838 - -------------------------------------------------------------------------------- 124,963 125,470 Benefits attributable to projected salaries 13,063 11,512 - -------------------------------------------------------------------------------- Projected benefit obligation 138,026 136,982 Plan assets at fair value 204,577 187,537 - -------------------------------------------------------------------------------- Excess of plan assets over projected benefit obligation 66,551 50,555 Unrecognized experience loss 12,622 27,307 Unrecognized prior service cost 236 273 - -------------------------------------------------------------------------------- Net pension assets 79,409 78,135 Current pension liabilities 1,658 1,258 - -------------------------------------------------------------------------------- Deferred pension assets per balance sheet $ 81,067 79,393 ================================================================================
For the valuation of the Company's primary pension obligations and the calculation of the funded status, the discount rate was 8% in 1996 and 7.5% in 1995. The expected long-term rate of return on assets was 10% in both years. The rate of increase in compensation levels used was 4% in 1996 and 1995.
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. As of December 31, 1996, approximately 73% of plan assets were invested in equity securities and 27% in fixed income securities.
Under the 1990 collective bargaining agreement with the United Mine Workers of America ("UMWA"), the Minerals Group agreed to make payments at specified contribution rates for the benefit of the UMWA employees. The trustees of the UMWA pension fund contested the agreement and brought action against the Company. While the case was in litigation, Minerals Group's benefit payments were made into an escrow account for the benefit of union employees. During 1996, the case was settled and the escrow funds were released (Note 19). As a result of the settlement, the Coal subsidiaries agreed to continue their participation in the UMWA 1974 pension plan at defined contribution rates.
The Minerals Group also provides certain postretirement health care and life insurance benefits for eligible active and retired employees in the United States.
For the years 1996, 1995 and 1994, the components of periodic expense for these postretirement benefits were as follows:
Years Ended December 31 1996 1995 1994 - -------------------------------------------------------------------------------- Service cost--benefits earned during year $ 1,810 1,523 2,141 Interest cost on accumulated post- retirement benefit obligation 19,752 19,510 20,948 Amortization of (gains) losses 1,128 -- 2,806 - -------------------------------------------------------------------------------- Total expense $22,690 21,033 25,895 ================================================================================
Interest costs on the accumulated postretirement benefit obligation were based upon rates of 7.5% in 1996, 8.75% in 1995 and 7.5% in 1994.
At December 31, 1996 and 1995, the actuarial and recorded liabilities for these postretirement benefits, none of which have been funded, were as follows:
Years Ended December 31 1996 1995 - -------------------------------------------------------------------------------- Accumulated postretirement benefit obligation: Retirees $ 235,565 230,217 Fully eligible active plan participants 23,959 24,031 Other active plan participants 21,416 26,303 - -------------------------------------------------------------------------------- 280,940 280,551 Unrecognized experience loss (43,530) (48,197) - -------------------------------------------------------------------------------- Liability included on the balance sheet 237,410 232,354 Less current portion 17,693 18,647 - -------------------------------------------------------------------------------- Noncurrent liability for postretirement health care and life insurance benefits $ 219,717 213,707 ================================================================================
The accumulated postretirement benefit obligation was determined using the unit credit method and an assumed discount rate of 8% in 1996 and 7.5% in 1995. The assumed health care cost trend rate used in 1996 was 8.24% for pre-65 retirees, grading down to 5% in the year 2001. For post-65 retirees, the assumed trend rate in 1996 was 6.9%, grading down to 5% in the year 2001. The assumed medicare cost trend rate used in 1996 was 6.46%, grading down to 5% in the year 2001.
A percentage point increase each year in the assumed health care cost trend rate used would have resulted in an increase of approximately $3,000 in the aggregate service and interest components of expense for the year 1996, and an increase of approximately $36,000 in the accumulated postretirement benefit obligation at December 31, 1996.
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 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 $1,004 in 1996, $1,204 in 1995 and $1,468 in 1994.
The Minerals Group sponsors other defined contribution plans and contributions under these plans aggregated $368 in 1995 and $470 in 1994. There was no expense during 1996 as these plans were terminated.
In October 1992, the Coal Industry Retiree Health Benefit Act of 1992 (the "Health Benefit Act") was enacted as part of the Energy Policy Act of 1992. The Health Benefit Act established rules for the payment of future health care benefits for thousands of retired union mine workers and their dependents. The Health Benefit Act established a trust fund to which "signatory operators" and "related persons", the Company and certain of its subsidiaries (the "Pittston Companies") are jointly and severally liable for annual premiums for assigned beneficiaries, together with a pro rata share for certain beneficiaries who never worked for such employers ("unassigned beneficiaries"), in amounts determined on the basis set forth in the Health Benefit Act. For 1996, 1995 and 1994, these amounts, on a pretax basis, were approximately $10,400, $10,800 and $11,000, respectively. The Company believes that the annual liability under the Health Benefit Act for the Pittston Companies' assigned beneficiaries will continue at approximately $10,000 per year for the next several 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 Social Security Administration, the Company estimates the aggregate pretax liability relating to the Pittston Companies' remaining assigned beneficiaries at approximately $210,000, which when discounted at 8% provides a present value estimate of approximately $90,000.
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.
16. RESTRUCTURING AND OTHER (CREDITS) CHARGES, INCLUDING LITIGATION ACCRUAL
Refer to Note 19 for a discussion of the benefit ($35,650) of the reversal of a litigation accrual related to the Evergreen Case.
The market for metallurgical coal, for much of the past fifteen years, has been characterized by weak demand from primary steel producers and intense competition from foreign coal producers, especially those in Australia and Canada. Metallurgical coal sales contracts are typically subject to annual price negotiations, which increase the risk of market forces. As a result of these conditions in the metallurgical coal markets, Coal Operations decreased its exposure to this business by selecting to participate only in those higher-margin metallurgical markets which generate acceptable profitability. Simultaneously with that business decision, management conducted a review of the economic viability of its metallurgical coal assets in early 1994 and determined that four underground mines were no longer economically viable and should be closed, resulting in significant economic impairment to three related preparation plants. In addition, it was determined that one surface steam coal mine, the Heartland mine, which provided coal to Alabama Power under a long-term sales agreement, would be closed due to rising costs caused by unfavorable geological conditions.
As a result of these decisions, Coal Operations incurred pretax charges of $90,806 ($58,116 after-tax) in the first quarter of 1994, which included a reduction in the carrying value of these assets and related accruals for mine closure costs. These charges included asset writedowns of $46,487, $3,836 for required lease payments owed to lessors for machinery and equipment that would be idled as a result of the mine and facility closures, $19,290 for mine and plant closure costs and $21,193 in contractually or statutorily required employee severance and other benefit costs associated with terminated and inactive employees at these facilities.
Of the four underground mines included in the asset writedown, two ceased coal production in 1994 and one ceased coal production in 1996. Also, in 1994, the Coal Operations reached agreement with Alabama Power Company to transfer the coal sales contract serviced by the Heartland mine to another location in West Virginia. The Heartland mine ceased coal production during 1994 and final reclamation and environmental work is complete. By early 1995, two of the three related preparation plants had also closed. At the beginning of 1994 there were approximately 750 employees involved in operations and other administrative support at the facilities included in the 1994 charge. Employment at these facilities was reduced by 52% to approximately 360 employees at December 31, 1994; by 81% to approximately 140 employees at December 31, 1995; and by 87% to approximately 100 employees at December 31, 1996.
The initiation in 1996 of a Virginia tax credit, along with favorable labor negotiations and improved metallurgical contract pricing over 1994, led management to open three new underground coal mines in southwest Virginia during late 1996 and to reactivate one coal preparation and loading facility. In addition, management decided to continue operating the last of the four underground mines and one related coal preparation and loading facility included in the 1994 charge. As a result of these decisions and favorable workers' compensation claim development for closed mines, a portion of the restructuring reserve established in 1994 was no longer required. Accordingly, Coal Operations reversed $11,649 ($7,572 after-tax) of its restructuring reserve during the year.
Although coal production has ceased at the mines remaining in the accrual, Coal Operations will incur reclamation and environmental costs for several years to bring these properties into compliance with federal and state environmental laws. In addition, employee termination and medical costs will continue to be incurred for several years after the facilities have been closed. Management believes that the reserve, as adjusted, at December 31, 1996, should be sufficient to provide for these future costs. Management does not anticipate material additional future charges to operating earnings for these facilities, although continual cash funding will be required over the next several years.
The following table analyzes the changes in liabilities during the last three years for facility closure costs recorded as restructuring and other charges:
Employee Mine Termination, Leased and Medical Machinery Plant and and Closure Severance (In thousands) Equipment Costs Costs Total ================================================================================ Balance January 1, 1994 $3,092 28,434 34,217 65,743 Additions 3,836 19,290 21,193 44,319 Payments (a) 3,141 9,468 12,038 24,647 - -------------------------------------------------------------------------------- Balance December 31, 1994 3,787 38,256 43,372 85,415 Payments (b) 1,993 7,765 7,295 17,053 Other reductions (c) 576 1,508 -- 2,084 - -------------------------------------------------------------------------------- Balance December 31, 1995 1,218 28,983 36,077 66,278 Reversals -- 4,778 6,871 11,649 Payments (d) 842 5,499 3,921 10,262 Other reductions (c) -- 6,267 -- 6,267 - -------------------------------------------------------------------------------- Balance December 31, 1996 $ 376 12,439 25,285 38,100 ================================================================================
(a) Of the total payments made, in 1994, $8,672 was for liabilities recorded in years prior to 1993, $5,822 was for liabilities recorded in 1993 and $10,153 was for liabilities recorded in 1994.
(b) Of the total payments made in 1995, $6,424 was for liabilities recorded in years prior to 1993, $2,486 was for liabilities recorded in 1993 and $8,143 was for liabilities recorded in 1994.
(c) These amounts represent the assumption of liabilities by third parties as a result of sales transactions.
(d) Of the total payments made in 1996, $5,119 was for liabilities recorded in years prior to 1993, $485 was for liabilities recorded in 1993, $4,658 was for liabilities recorded in 1994.
During the next 12 months, expected cash funding of these charges will be approximately $6,000 to $10,000. Management estimates that the remaining liability for leased machinery and equipment will be fully paid over the next year. The liability for mine and plant closure costs is expected to be satisfied over the next ten years, of which approximately 49% is expected to be paid over the next two years. The liability for employee related costs, which is primarily workers' compensation, is estimated to be 44% settled over the next four years with the balance paid during the following five to ten years.
17. OTHER OPERATING INCOME
Other operating income primarily includes royalty income and gains on sales of assets.
18. SEGMENT INFORMATION
Net sales by geographic area are as follows:
Years Ended December 31 1996 1995 1994 - -------------------------------------------------------------------------------- United States: Domestic customers $421,645 467,479 512,875 Export customers in Europe 112,738 108,111 131,447 Export customers in Japan 52,033 67,145 71,937 Other export customers 90,977 63,516 63,245 - -------------------------------------------------------------------------------- 677,393 706,251 779,504 Australia 19,120 16,600 15,494 - -------------------------------------------------------------------------------- Total net sales $696,513 722,851 794,998 ================================================================================
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 1996 1995 1994 - -------------------------------------------------------------------------------- United States (a) $ 18,206 21,752 (85,305) Australia (a) 3,447 1,586 2,988 - -------------------------------------------------------------------------------- Minerals Group's portion of the Company's segment operating profit 21,653 23,338 (82,317) Corporate expenses allocated to the Minerals Group (6,555) (7,266) (6,845) - -------------------------------------------------------------------------------- Total operating profit (loss) $ 15,098 16,072 (89,162) ================================================================================
(a) Operating profit (loss) includes a (benefit) charge from restructuring and other (credits) charges, including litigation accrual aggregating ($47,299) and $90,806 in 1996 and 1994, respectively, all of which is included in the United States (Note 16).
The Minerals Group's portion of the Company's assets at year end is as follows:
As of December 31 1996 1995 1994 - -------------------------------------------------------------------------------- United States $596,358 702,132 764,399 Australia 21,240 18,999 19,104 - -------------------------------------------------------------------------------- Minerals Group's portion of the Company's assets 617,598 721,131 783,503 Minerals Group's portion of corporate assets 89,383 77,478 84,009 - -------------------------------------------------------------------------------- Total assets $706,981 798,609 867,512 ================================================================================
Industry segment information is as follows:
Years Ended December 31 1996 1995 1994 - -------------------------------------------------------------------------------- Net Sales: Coal Operations $ 677,393 706,251 779,504 Mineral Ventures 19,120 16,600 15,494 - -------------------------------------------------------------------------------- Total revenues $ 696,513 722,851 794,998 ================================================================================ Operating Profit (Loss): Coal Operations (a) $ 20,034 23,131 (83,451) Mineral Ventures (a) 1,619 207 1,134 - -------------------------------------------------------------------------------- Segment operating profit (loss) 21,653 23,338 (82,317) Allocated general corporate expense (6,555) (7,266) (6,845) - -------------------------------------------------------------------------------- Total operating profit (loss) $ 15,098 16,072 (89,162) ================================================================================
(a) Operating profit (loss) of the Coal Operations segment included a (benefit) charge from restructuring and other charges, including litigation accrual of ($47,299) in 1996 and $90,806 in 1994 (Note 16).
Capital Expenditures: Coal Operations $ 18,881 17,811 25,016 Mineral Ventures 3,714 2,332 2,514 Allocated general corporate 1,785 168 90 - -------------------------------------------------------------------------------- Total capital expenditures $ 24,380 20,311 27,620 ================================================================================ Depreciation, Depletion and Amortization: Coal Operations $ 34,632 40,285 44,731 Mineral Ventures 1,856 1,597 1,202 Allocated general corporate 136 158 141 - -------------------------------------------------------------------------------- Total depreciation, depletion and amortization $ 36,624 42,040 46,074 ================================================================================ Assets at December 31: Coal Operations $594,772 699,049 761,827 Mineral Ventures 22,826 22,082 21,676 - -------------------------------------------------------------------------------- Identifiable assets 617,598 721,131 783,503 Allocated portion of the Company's corporate assets 89,383 77,478 84,009 - -------------------------------------------------------------------------------- Total assets $706,981 798,609 867,512 ================================================================================
In 1996, 1995 and 1994, net sales to one customer of the Coal segment amounted to approximately $150,000, $126,000 and $112,000, respectively.
19. LITIGATION
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 $6,900 and $17,000 over a period of up 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 conducted. The clean-up estimates have been modified from prior years' in light of cost inflation. The estimate of costs and the timing of payments could change as a result of changes to the remediation plan required, changes in the technology available to treat the site, unforseen circumstances existing at the site and additional cost inflation.
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. In August 1995, the District Court ruled on various Motions for Summary Judgement. In its decision, the Court found favorably for the Company on several matters relating to the comprehensive general liability policies but concluded that the pollution liability policies did not contain pollution coverage for the types of claims associated with the Tankport site. The Company has appealed the District Court's decision to the Third Circuit. However, management and its outside legal counsel continue to believe that recovery of a substantial portion of the cleanup costs will ultimately be probable of realization. Accordingly, it is the Company's belief that, based on estimates of potential liability and probable realization of insurance recoveries, the Company would be liable for approximately $1,400 based on the Courts decision and related developments of New Jersey law.
In 1988, the trustees of certain pension and benefit trust funds (the "Trust Funds") established under collective bargaining agreements with the UMWA brought an action (the "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 and subsequent National Bituminous Coal Wage Agreements, to which neither the Company nor any of its subsidiaries is a signatory. The Company recognized in 1993 in its financial statements for the Minerals Group the potential liability that might have resulted from an ultimate adverse judgment in the Evergreen Case (Notes 15 and 16).
In late March 1996 a settlement was reached in the Evergreen Case. Under the terms of the settlement, the coal subsidiaries which had been signatories to earlier National Bituminous Coal Wage Agreements agreed to make various lump sum payments in full satisfaction of all amounts allegedly due to the Trust Funds through January 31, 1996, to be paid over time as follows: approximately $25,800 upon dismissal of the Evergreen Case and the remainder of $24,000 in installments of $7,000 in 1996 and $8,500 in each of 1997 and 1998. The first payment was entirely funded through an escrow account previously established by the Company. The second payment of $7,000 was paid in 1996 and was funded from cash by operating activities. In addition, the coal subsidiaries agreed to future participation in the UMWA 1974 Pension Plan.
As a result of the settlement of these cases at an amount lower than those previously accrued, the Minerals Group recorded a pretax gain of $35,650 ($23,173 after-tax) in the first quarter of 1996 in its financial statements.
20. COMMITMENTS
At December 31, 1996, the Minerals Group had contractual commitments for third parties to contract mine or provide coal. Based on the contract provisions these commitments are currently estimated to aggregate approximately $124,675 and expire from 1997 through 1999 as follows:
1997 $ 79,894 1998 27,480 1999 17,301
Spending under the contracts was $99,161 in 1996, $83,532 in 1995 and $53,097 in 1994.
21. SUPPLEMENTAL CASH FLOW INFORMATION
For the years ended December 31, 1996, 1995 and 1994, there were net cash tax refunds of $29,324, $20,731 and $12,851, respectively.
For the years ended December 31, 1996, 1995 and 1994, cash payments for interest were $10,746, $10,296 and $5,985, respectively.
On December 31, 1995, the Minerals Group assumed the portion of the Company's term loan in the amount of $23,434, which had been attributed to the Burlington Group, as partial settlement of the intercompany payable due to the Burlington Group. This transfer of debt as partial settlement of the intercompany between the Groups has been recognized as a noncash transaction and is not included in the Minerals Group's 1995 Statement of Cash Flows.
In 1995, the Minerals Group sold mining operations in Ohio together with a related coal supply contract for notes and royalties receivable totaling $6,949.
22. SELECTED QUARTERLY FINANCIAL DATA (UNAUDITED)
Tabulated below are certain data for each quarter of 1996 and 1995.
1st 2nd 3rd 4th - -------------------------------------------------------------------------------- 1996 Quarters: Net sales $ 170,252 175,268 177,195 173,798 Gross profit (loss) (25,633) 5,824 9,288 (463) Net income $ 3,020 2,644 2,498 2,496
Per Pittston Minerals Group Common Share: Net income Primary $ .25 .35 .33 .20 Fully diluted $ .25 .27 .25 .20
1995 Quarters: Net sales $ 195,740 184,211 177,702 165,198 Gross profit 1,800 3,351 10,441 10,964 Net income $ 470 4,634 4,462 4,458
Per Pittston Minerals Group Common Share: Net income Primary $ .05 .45 .51 .43 Fully diluted $ .05 .45 .45 .43
ITEM 9.

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, 1996. The information regarding executive officers is included in this report following Item 4, under the caption "Executive Officers of the Registrant.
ITEM 11.

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.
Undertaking For the purposes of complying with the amendments to the rules governing Form S-8 (effective July 13, 1990) under the Securities Act of 1933, the undersigned Registrant hereby undertakes as follows, which undertaking shall be incorporated by reference into Registrant's Registration Statements on Form S-8 Nos. 2-64258, 33-2039, 33-21393, 33-23333, 33-69040, 33- 53565 and 333-02219:
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.
The Pittston Company and Subsidiaries Signatures
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on March 27, 1997.
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 27, 1997.
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 - --------------------------------------- the Board, President and (J. C. Farrell) Chief Executive Officer (principal executive officer)
R. M. Gross* Director C. F. Haywood* Director D. L. Marshall* Director and Vice Chairman of the Board
G.R. Rogliano Senior Vice President - --------------------------------------- (principal accounting officer) (G. R. Rogliano)
R. H. Spilman* 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.
The Pittston Company and Subsidiaries Index to Financial Statements and Schedules
Financial Statements:
THE PITTSTON COMPANY AND SUBSIDIARIES
Statement of Management Responsibility................................... 63
Independent Auditors' Report............................................. 63
Consolidated Balance Sheets.............................................. 64
Consolidated Statements of Operations.................................... 65
Consolidated Statements of Shareholders' Equity ......................... 66
Consolidated Statements of Cash Flows.................................... 67
Notes to Consolidated Financial Statements............................... 68
PITTSTON BRINK'S GROUP
Statement of Management Responsibility................................... 88
Independent Auditors' Report............................................. 88
Balance Sheets........................................................... 89
Statements of Operations................................................. 90
Statements of Cash Flows................................................. 91
Notes to Financial Statements............................................ 92
PITTSTON BURLINGTON GROUP
Statement of Management Responsibility................................... 106
Independent Auditors' Report............................................. 106
Balance Sheets........................................................... 107
Statements of Operations................................................. 108
Statements of Cash Flows................................................. 109
Notes to Financial Statements............................................ 110
PITTSTON MINERALS GROUP
Statement of Management Responsibility..................................... 125
Independent Auditors' Report............................................... 125
Balance Sheets............................................................. 126
Statements of Operations................................................... 127
Statements of Cash Flows................................................... 128
Notes to Financial Statements.............................................. 129
Financial Statement Schedules:
Schedules are omitted because they are not material, not applicable or not required, or the information is included elsewhere in the financial statements.
The Pittston Company and Subsidiaries Exhibit Index
Each Exhibit listed below that is followed by a reference to a previously filed document is hereby incorporated by reference to such document.
Exhibit Number Description
3(i) The Registrant's Restated Articles of Incorporation. Exhibit 3(i) to the Registrant's Quarterly Report on Form 10-Q for the quarter ended June 30, 1996.
3(ii) The Registrant's Bylaws, as amended. Exhibit 3(ii) to the Registrant's Annual Report on Form 10-K for the year ended December 31, 1995 (the "1995 Form 10-K").
4(a) (i) Amended and Restated Rights Agreement dated as of January 19, 1996, between the Registrant and Chemical Mellon Shareholder Services, L.L.C., as Rights Agent. Exhibit 2 to the Registrant's Registration Statement on Form 8-A dated February 26, 1996 (the "Form 8-A").
(ii) Form of Right Certificate for Brink's Rights. Exhibit B-1 to Exhibit 2 to the Form 8-A.
(iii) Form of Right Certificate for Minerals Rights. Exhibit B-2 to Exhibit 2 to the Form 8-A.
(iv) Form of Right Certificate for Burlington Rights. Exhibit B-3 to Exhibit 2 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.
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 Registrant's Annual Report on Form 10-K for the year ended December 31, 1991 (the "1991 Form 10-K").
10(d)* The Company's Key Employees' Deferred Compensation Program as amended. Exhibit 10(d) to the 1995 Form 10-K.
10(e)* (i) The Registrant's Pension Equalization Plan, as amended. Exhibit 10(a) to the Registrant's Quarterly Report on Form 10-Q for the quarter ended September 30, 1994 (the "Third Quarter 1994 Form 10-Q").
(ii) Trust Agreement under the Pension Equalization Plan, Retirement Plan for Non-Employee Directors and Certain Contractual Arrangements of The Pittston Company made as of September 16, 1994, by and between the Registrant and Chase Manhattan Bank (National Association), as Trustee. Exhibit 10(i) to the Third Quarter 1994 Form 10-Q.
(iii) Form of letter agreement dated as of September 16, 1994, between the Registrant and one of its officers. Exhibit 10(e) to the Third Quarter 1994 Form 10-Q.
(iv) Form of letter agreement dated as of September 16, 1994, between the Registrant and Participants pursuant to the Pension Equalization Plan. Exhibit 10(f) to the Third Quarter 1994 Form 10-Q.
10(f)* The Registrant's Executive Salary Continuation Plan. Exhibit 10(e) to the 1991 Form 10-K.
10(g)* The Registrant's Non-Employee Directors' Stock Option Plan. Annex III-A to Registration Statement No. 33-63323 on Form S-4 dated December 4, 1995 (the "S-4").
10(h)* The Registrant's 1988 Stock Option Plan, as amended. Annex III-B to the S-4.
10(i)* (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. Exhibit 10(h) to the 1993 Form 10-K.
(iii) Form of Amendment No. 2 dated as of September 16, 1994, to Employment Agreement dated as of May 1, 1993, as amended by Amendment No. 1 thereto dated March 18, 1994, between the Registrant and Joseph C. Farrell. Exhibit 10(b) to the Third Quarter 1994 Form 10-Q.
(iv) Amendment No. 3 to Employment Agreement dated as of May 1, 1996, between the Registrant and J. C. Farrell. Exhibit 10(i)(iv) to the 1995 Form 10-K.
10(j)* (i) Employment Agreement dated as of June 1, 1994, between the Registrant and D. L. Marshall. Exhibit 10 to the Second Quarter 1994 Form 10-Q.
(ii) Form of Letter Agreement dated as of September 16, 1994, amending Employment Agreement dated as of June 1, 1994, between the Registrant and D. L. Marshall. Exhibit 10(c) to the Third Quarter 1994 Form 10-Q.
(iii) Form of Letter Agreement dated as of June 1, 1995, replacing all prior Employment Agreements and amendments or modifications thereto, between the Registrant and D. L. Marshall (the "Marshall Employment Agreement"). Exhibit 10 to the Registrant's quarterly report on Form 10-Q for the Quarter ended June 30, 1995.
(iv) Letter Agreement dated as of April 1, 1996, amending the Marshall Employment Agreement. Exhibit 10(j)(iv) to the 1995 Form 10-K.
(v) Form of Letter Agreement dated as of June 1, 1997, replacing all prior Employment Agreements and amendments or modifications thereto, between the Registrant and D.L. Marshall.
10(k)* The Company's 1994 Employee Stock Purchase Plan. Exhibit 10.7 to the First Quarter 1994 Form 10-Q.
10(l)* (i) Form of change in control employment agreement between the Registrant and Mr. Farrell. Exhibit 10(j) to the 1987 Form 10-K.
(ii) Form of change in control employment agreement between the Registrant and one 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 six of the Registrant's officers. Exhibit 10(l)(iii) to the 1989 Form 10-K.
(iv) Form of letter agreement dated as of July 8, 1993, amending change in control employment agreements between the Registrant and five of the Registrant's officers. Exhibit 10 (k) (iv) to the 1993 Form 10-K.
(v) Form of letter agreement dated as of March 8, 1996, amending change in control employment agreement between the Registrant and one of the Registrant's officers. Exhibit 10(l)(v) to the 1995 Form 10-K.
10(m)* Form of Indemnification Agreement entered into by the Registrant with its directors and officers. Exhibit 10(l) to the 1991 Form 10-K.
10(n)* (i) Registrant's Retirement Plan for Non-Employee Directors, as amended. Exhibit 10(g) to the Third Quarter 1994 Form 10-Q.
(ii) Form of letter agreement dated as of September 16, 1994, between the Registrant and its Non-Employee Directors pursuant to Retirement Plan for Non-Employee Directors. Exhibit 10(h) to the Third Quarter 1994 Form 10-Q.
10(o)* Registrant's Directors' Stock Accumulation Plan. Exhibit A to the Registrant's Proxy Statement filed March 29, 1996.
10(p)* Registrant's Amended and Restated Plan for Deferral of Directors' Fees. Exhibit 10(o) to the 1989 Form 10-K.
10(q) (i) Participation Agreement (the "Participation Ag reement") 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 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, 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, amending the Lease Agreement. Exhibit 10(o)(xvi) to the 1992 Form 10-K.
10(r) (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").
(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-Q.
(ix) Assumption and Non-Merger Agreement dated as of September 1, 1990, among Burlington, the Authority and the Trustee. Exhibit 10(iii) to the Third Quarter 1990 Form 10-Q.
(x) First Supplemental Indenture between Toledo-Lucas County Port Authority, and Society National Bank, as Trustee, dated as of March 1, 1994. Exhibit 10.1 to the First Quarter 1994 Form 10-Q.
(xi) Third Supplement to Lease between Toledo-Lucas County Port Authority, as Lessor, and Burlington Air Express Inc., as Lessee, dated as of March 1, 1994. Exhibit 10.2 to the First Quarter 1994 Form 10-Q.
(xii) Fourth Supplement to Lease between Toledo-Lucas County Port Authority, as Lessor, and Burlington Air Express Inc., as Lessee, dated as of June 1, 1991. Exhibit 10.3 to the First Quarter 1994 Form 10-Q.
(xiii) Fifth Supplement to Lease between Toledo-Lucas County Port Authority, as Lessor, and Burlington Air Express Inc., as Lessee, dated as of December 1, 1996.
10(s) 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.
10(t) (i) Credit Agreement dated as of March 4, 1994, among The Pittston Company, as Borrower, Lenders Parties Thereto, Chemical Bank, Credit Suisse and Morgan Guaranty Trust Company of New York, as Co- agents, and Credit Suisse, as Administrative Agent (the "Credit Agreement"). Exhibit 10.4 to the First Quarter 1994 Form 10-Q.
(ii) Amendment to the Credit Agreement dated as of May 1, 1995. Exhibit 10(s)(ii) to the 1995 Form 10-K.
(iii) Amendment to Credit Agreement dated as of May 15, 1996.
11 Computation of Earnings Per Common Share.
21 Subsidiaries of the Registrant.
23 Consent of independent auditors.
24 Powers of attorney.
27 Financial Data Schedule.
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.
STATEMENT OF DIFFERENCES
The degree symbol shall be expressed as........[d]