<PAGE>
--------------------------------------------------------------------------------
This Prospectus Supplement is filed pursuant to
Rule 424(b)(3) under the Securities Act of 1933
(Registration Nos. 333-32518 and 333-32518-01 through 333-32518-14)
--------------------------------------------------------------------------------
Prospectus Supplement
To Prospectus
Dated May 5, 2000
--------------------------------------------------------------------------------
Better Minerals & Aggregates Company
13% Senior Subordinated Notes due 2009
Attached is the Quarterly Report on Form 10-Q for the quarter
Ended September 30, 2000
--------------------------------------------------------------------------------
<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------
FORM 10-Q
(Mark One)
[X] Quarterly Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 for the quarterly period ended September 30, 2000
OR
[_] Transition Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 for the transition period ____to____
Commission File Number 333-32518
Better Minerals & Aggregates Company
(Exact Name of Registrant as Specified in Its Charter)
Delaware 55-0749125
(State or Other Jurisdiction of (I.R.S Employer Identification No.)
Incorporation or Organization)
Route 522 North, P.O. Box 187
Berkeley Springs, West Virginia 25411
(Address of Principal Executive Offices)(Zip Code)
Registrant's telephone number, including area code (304)258-2500
Indicate by check mark whether the registrant: (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes [X] No [_]
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date:
Class Outstanding as of November 1, 2000
----- ----------------------------------
Common Stock 100 shares
<PAGE>
Better Minerals & Aggregates Company
Form 10-Q Index
<TABLE>
<CAPTION>
PART I. FINANCIAL INFORMATION Page
----
Item 1. Financial Statements
<S> <C>
Condensed Consolidated Balance Sheets as of September 30, 2000 (unaudited) and
December 31, 1999.................................................................................................... 1
Condensed Consolidated Statements of Operations for the three months and the nine months ended
September 30, 2000 and September 30, 1999 (unaudited)................................................................ 2
Condensed Consolidated Statements of Stockholder's Equity for the nine months ended
September 30, 2000 and September 30, 1999 (unaudited)................................................................ 3
Condensed Consolidated Statements of Cash Flows for the nine months ended
September 30, 2000 and September 30, 1999 (unaudited)................................................................ 4
Notes to Condensed Consolidated Financial Statements (unaudited)..................................................... 5
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations........................ 9
Item 3. Quantitative and Qualitative Disclosures About Market Risk................................................... 17
PART II. OTHER INFORMATION
Item 1. Legal Proceedings............................................................................................ II-1
Item 6. Exhibits and Reports on Form 8-K............................................................................. II-1
Signatures
Exhibit Index
</TABLE>
<PAGE>
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Better Minerals & Aggregates Company and Subsidiaries
CONDENSED CONSOLIDATED BALANCE SHEETS
(Dollars in Thousands)
<TABLE>
<CAPTION>
September 30,
2000 December 31,
(Unaudited) 1999
---- ----
<S> <C> <C>
ASSETS
CURRENT:
Cash and cash equivalents $ 804 $ 13,573
Accounts receivable
Trade, less allowance for doubtful accounts 53,811 41,658
Other 1,852 1,060
Due from Parent -- 834
Inventories 26,853 23,058
Prepaid expenses and other current assets 3,092 2,018
Income tax deposit 773 1,056
Deferred income taxes 8,250 8,148
--------- ---------
Total current assets 95,435 91,405
PROPERTY, PLANT AND EQUIPMENT:
Mining property 264,175 263,083
Land 28,500 28,086
Land improvements 4,971 5,005
Buildings 36,556 37,143
Machinery and equipment 153,007 143,082
Furniture and fixtures 1,395 1,331
Construction-in-progress 5,892 4,387
--------- ---------
494,496 482,117
Accumulated depletion, depreciation, and amortization (80,950) (59,248)
--------- ---------
Property, plant, and equipment, net 413,546 422,869
OTHER NONCURRENT:
Goodwill and noncompete agreements, net 18,312 19,907
Debt issuance costs 13,455 14,601
Other noncurrent assets 6,071 2,821
--------- ---------
Total other noncurrent 37,838 37,329
--------- ---------
Total assets $ 546,819 $ 551,603
========= =========
LIABILITIES
CURRENT:
Book overdraft $ 7,190 $ 5,026
Accounts payable 15,902 16,845
Accrued liabilities 13,823 13,053
Payable to related party -- 898
Due to parent 2,100 --
Accrued interest 3,802 7,829
Current portion of long-term debt 6,923 2,039
--------- ---------
Total current liabilities 49,740 45,690
NONCURRENT LIABILITIES:
Long-term debt, net of current portion 291,179 285,466
Deferred income taxes 107,415 117,637
Other noncurrent liabilities 39,005 38,475
--------- ---------
Total noncurrent liabilities 437,599 441,578
STOCKHOLDER'S EQUITY
Common stock, par value $.01, authorized 5,000 shares, issued 100 shares -- --
Additional paid-in capital 81,377 81,377
Loan to Related Party (1,001) --
Retained deficit (20,896) (17,012)
Accumulated other comprehensive (loss) income -- (30)
--------- ---------
Total stockholder's equity 59,480 64,335
--------- ---------
Total liabilities and stockholder's equity $ 546,819 $ 551,603
========= =========
</TABLE>
The accompanying notes are an integral part of these statements
1
<PAGE>
Better Minerals & Aggregates Company and Subsidiaries
Consolidated Statements of Operations
(Dollars in Thousands)
(Unaudited)
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
September 30, September 30,
-------------------------------------------------------
2000 1999 2000 1999
----- ----- ----- ----
<S> <C> <C> <C> <C>
Net sales $ 69,635 $ 52,398 $ 186,240 $ 145,618
Cost of goods sold 46,349 34,706 126,332 98,478
Depreciation, depletion and amortization 9,427 6,503 27,052 19,295
Selling, general & admininstrative 5,494 5,411 18,764 16,582
Incentive stock compensation -- -- 998 --
--------- --------- --------- ---------
Operating income 8,365 5,778 13,094 11,263
Interest expense 9,230 3,797 27,027 10,414
Accretion of preferred stock warrants -- 13 -- 226
Other (income) expense, net of interest income (483) (492) (1,448) (1,326)
--------- --------- --------- ---------
(Loss) income before income taxes (382) 2,460 (12,485) 1,949
Provision (benefit) for income taxes (3,832) 26 (8,601) (56)
--------- --------- --------- ---------
Net (loss) income $ 3,450 $ 2,434 $ (3,884) $ 2,005
========= ========= ========= =========
</TABLE>
The accompanying notes are an integral part of these statements
2
<PAGE>
BETTER MINERALS & AGGREGATES COMPANY AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDER'S EQUITY
(Dollars in Thousands)
(Unaudited)
<TABLE>
<CAPTION>
Accumulated Other
Comprehensive loss
----------------------------------
Additional Loans Foreign Minimum Total
Common Paid-In Retained to Related Currency Pension Stockholder's
Stock Capital Deficit Party Translation Liability Total Equity
------ ---------- -------- ---------- ----------- --------- ----- ------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Balance December 31, 1999 $ -- $ 81,377 $(17,012) $ -- $ (30) $-- $ (30) $ 64,335
Comprehensive income, net of
income taxes:
Net (loss) (3,884) (3,884)
Foreign currency translation 30 30 30
-------
Total comprehensive loss (3,854)
Loans to related party (1,001) (1,001) (1,001)
-------------------------------------------------------------------------------------------------
Balance September 30, 2000 $ -- $ 81,377 $(20,896) $ (1,001) $ -- $-- $ (1,001) $ 59,480
==================================================================================================
</TABLE>
<TABLE>
<CAPTION>
Accumulated Other
Comprehensive loss
----------------------------------
Additional Loans Foreign Minimum Total
Common Paid-In Retained to Related Currency Pension Stockholder's
Stock Capital Deficit Party Translation Liability Total Equity
------ ---------- -------- ---------- ----------- --------- ----- ------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Balance December 31, 1998 $ -- $ 41,491 $(18,011) $ -- $ (44) $(40) $ (84) $ 23,396
Comprehensive income, net of
income taxes:
Net income 2,005 2,005
Foreign currency translation 3 3 3
-------
Total comprehensive loss 2,008
Capital contributed by parent -- 1,050 1,050
------------------------------------------------------------------------------------------------
Balance September 30, 1999 $ -- $ 42,541 $(16,006) $ -- $ (41) $(40) $ (81) $ 26,454
================================================================================================
</TABLE>
The accompanying notes are an integral part of these statements
3
<PAGE>
BETTER MINERALS & AGGREGATES COMPANY AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Dollars in Thousands)
(Unaudited)
<TABLE>
<CAPTION>
Nine Months Ended September 30,
2000 1999
---- ----
<S> <C> <C>
Cash flows from operating activities:
Net (loss) income $ (3,884) $ 2,005
Adjustments to reconcile net (loss) income to cash flows from operations:
Depreciation 17,184 12,865
Depletion 4,807 1,887
Non compete agreement amortization 4,126 4,150
Accretion of preferred stock warrants -- 226
Debt issuance amortization 1,581 657
Deferred income taxes (9,920) (1,594)
Disposal of property, plant and equipment (gain) loss (109) --
Loss on sale of investment 83 --
Other (1,742) 620
Changes in assets and liabilities, net of the effects from acquired companies:
Trade receivables (13,862) (7,685)
Non-trade receivables (898) 134
Payable to parent 2,934 168
Payable to related party (908) --
Inventories (4,061) (253)
Prepaid expenses and other current assets (1,127) (444)
Accounts payable and accrued liabilities 616 816
Accrued interest (4,027) 971
Income taxes 234 (708)
----------------------
Net cash provided by (used in) operating activities (8,973) 13,815
Cash flows from investing activities:
Capital expenditures (18,506) (11,917)
Proceeds from sale of property, plant and equipment 281 92
Proceeds from sale of investment 3,136 --
Loans to related party (1,001) --
Purchases of businesses, net of cash acquired -- (27,736)
----------------------
Net cash used for investing activities (16,090) (39,561)
Cash flows from financing activities:
Increase (decrease) in checks outstanding in excess of cash 2,164 (3,529)
Principal payments on capital lease obligations (63) (20)
Net revolver credit agreement facility 13,700 (2,800)
Issuance of long-term debt -- 35,000
Repayment of long-term debt (3,102) (3,959)
Financing fees (435) (700)
----------------------
Net cash provided by(used in) financing activities 12,264 23,992
Effect of cash exchange rates on cash 30 3
Net increase (decrease) in cash (12,769) (1,751)
Cash, beginning 13,573 2,222
----------------------
Cash, ending $ 804 $ 471
======================
</TABLE>
The accompanying notes are an integral part of these statements
4
<PAGE>
BETTER MINERALS & AGGREGATES COMPANY AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
(Unaudited)
1. Accounting Policies
The unaudited interim condensed consolidated financial statements of Better
Minerals & Aggregates Company (the "Company") have been prepared in accordance
with the rules and regulations of the Securities and Exchange Commission. As a
result, certain information and footnote disclosures normally included in
financial statements prepared in accordance with generally accepted accounting
principles have been condensed or omitted. In the opinion of management, the
statements reflect all adjustments necessary for a fair presentation of the
results of the reported interim periods. The statements should be read in
conjunction with the summary accounting policies and notes to the audited
financial statements of the Company included in the Company's Form S-4
Registration Statement.
Operating results are not necessarily indicative of the results to be expected
for the full year or any other interim period, due to the seasonal, weather-
related conditions in certain aspects of the Company's business.
2. Inventories
At September 30, 2000 and December 31, 1999, inventory consisted of the
following:
September 30, December 31,
(In thousands) 2000 1999
------- -------
Supplies (net of $1,381 and $38 obsolescence reserve) $10,471 $11,171
Raw materials and work in process 4,343 6,165
Finished goods 12,039 5,722
------- -------
$26,853 $23,058
======= =======
3. Comprehensive Income
Comprehensive income, net of tax for the three and nine months ended September
30, 2000 and 1999 was as follows:
Three Months Ended Nine Months Ended
September 30, September 30,
------------------- --------------------
(In thousands) 2000 1999 2000 1999
------- ------ ------- -------
Net income (loss) $ 3,450 $2,442 $(3,884) $ 2,005
Foreign currency translation - (96) 30 3
------- ------ ------- -------
Total comprehensive income $ 3,450 $2,346 $(3,854) $ 2,008
======= ====== ======= =======
5
<PAGE>
4. Segment Information
The Company operates in the industrial minerals and aggregates business segments
which are more fully described in the Company's Registration Statement on Form
S-4. Reportable segment information for the three and nine months ended
September 30, 2000 and 1999 was as follows:
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
September 30, September 30,
-------------------- ----------------------
<S> <C> <C> <C> <C>
(In thousands) 2000 1999 2000 1999
-------- -------- -------- ---------
Net sales:
Aggregates $ 30,731 $ 11,268 $ 66,729 $ 26,575
Industrial Minerals 38,904 41,130 119,511 119,043
-------- -------- -------- --------
Total net sales $ 69,635 $ 52,398 $186,240 $145,618
======== ======== ======== ========
Operating company income (loss):
Aggregates $ 4,738 $ 2,618 $ 3,581 $ 3,770
Industrial Minerals 3,553 3,168 12,125 8,031
-------- -------- -------- --------
Total operating company
income (loss) $ 8,291 $ 5,786 $ 15,706 $ 11,801
General corporate (expense) income 74 - (2,612) (538)
-------- -------- -------- --------
Total operating income (loss) $ 8,365 $ 5,786 $ 13,094 $ 11,263
======== ======== ======== ========
Depreciation, depletion
and amortization expense:
Aggregates $ 3,016 $ 914 $ 8,768 $ 2,650
Industrial Minerals 6,395 5,615 18,238 16,645
Corporate 16 - 46 -
-------- -------- -------- --------
Total depreciation, depletion, and
amortization expense $ 9,427 $ 6,529 $ 27,052 $ 19,295
======== ======== ======== ========
Capital expenditures:
Aggregates $ 1,894 $ 4,312 $ 12,212 $ 4,865
Industrial Minerals 291 2,950 6,113 7,052
Corporate (11) - 181 -
-------- -------- -------- --------
Total capital expenditures $ 2,174 $ 7,262 $ 18,506 $ 11,917
======== ======== ======== ========
</TABLE>
Asset segment information at September 30, 2000 and December 31, 1999 was as
follows:
September 30, December 31,
(In thousands) 2000 1999
-------- --------
Assets:
Aggregates $341,556 $323,470
Industrial Minerals 191,522 201,390
Corporate 16,069 29,169
Elimination of intersegment receivables (2,328) (2,426)
-------- --------
Total assets $546,819 $551,603
======== ========
6
<PAGE>
Included in 1999 Industrial Minerals operating income is approximately $7
million of annual corporate expenses which were unallocated in 1999 across
business segments, but are being allocated 38% to Aggregates and 62% to
Industrial Minerals in 2000.
5. Impact of Recent Accounting Standards
In July 2000, the Emerging Issues Task Force (EITF) of the Financial Accounting
Standards Board released Issue No. 00-10, "Accounting for Shipping and Handling
Fees and Costs" (EITF 00-10). This pronouncement requires all amounts billed to
customers for shipping and handling fees to be recognized as revenue and all
related costs to be reported as expense. EITF 00-10 is effective for the fourth
quarter of the fiscal year beginning after December 15,1999 and will be adopted
by the Company in the fourth quarter of the calendar year 2000. The Company
estimates that, had EITF 00-10 been already adopted, revenue and cost of goods
sold would both increase by approximately $18 million and $10 million for the
three months ended September 30, 2000 and 1999, respectively, and $47 million
and $29 million for the nine months ended September 30, 2000 and 1999,
respectively.
In December 1999, the Securities and Exchange Commission issued Staff Accounting
Bulletin (SAB) No. 101, "Revenue Recognition in Financial Statements." The
objective of this SAB is to provide further guidance on revenue recognition
issues in the absence of authoritative literature addressing a specific
arrangement or specific industry. The guidance in the SAB is required to be
followed no later than the fourth quarter of the fiscal year beginning after
December 15, 1999 and will not have a material impact on the Company's
consolidated financial position or results of operations.
In June 1998, SFAS No. 133, "Accounting for Derivative Instruments and Hedging
Activities", was issued. SFAS No. 133 requires that all derivatives be
recognized as either assets or liabilities in the statement of financial
position and measured at fair value. SFAS No. 133, as amended by SFAS No. 137,
"Accounting for Derivative Instruments and Hedging Activities - Deferral of the
Effective Date of FASB Statement No. 133, an amendment of FASB Statement No.
133", is effective for fiscal years beginning after June 15, 2000. The Company
has not yet determined the impact that adoption or subsequent application of
SFAS No. 133 will have on its financial position.
6. Sale of Canadian Facility
On February 29, 2000 the Company completed the sale of stock of its Canadian
subsidiary, George F. Pettinos (Canada) Limited, for $3.1 million. The proceeds
were used to retire the Company's tranche A term loan facility and for general
corporate uses. As a result of the sale, the Company recognized a pretax loss
of $0.1 million, which is included in other income.
7. Income Taxes
In accordance with generally accepted accounting principles, it is the Company's
practice at the end of each interim reporting period to make a best estimate of
the effective tax rate expected to be applicable for the full fiscal year.
Estimates are revised as additional information becomes available. In addition,
in the first quarter of 2000, the sale of George F. Pettinos (Canada) Limited
created a one-time $1.1 million charge to the tax provision.
7
<PAGE>
8. Contingencies
The Company and its subsidiaries are involved in legal proceedings, claims and
litigation arising in the ordinary course of business. Management believes,
through discussions with counsel, that its liability arising from or the
resolution of these legal proceedings, claims and litigation, in the aggregate,
will not have a material adverse effect on the consolidated financial position,
results of operations or cash flows of the Company.
The Company's subsidiary U.S. Silica Company is self-insured for product
liability insurance as it relates to occupational disease. In addition, U.S.
Silica Company is self-insured for health care costs and, in some states,
workers' compensation. The Company provides for estimated future losses based
on reported cases and past claim history. Management believes that the
provision for estimated losses is adequate.
Certain product liability claims related to occupational disease are indemnified
by ITT Industries, successor to a former owner of U.S. Silica Company, under an
agreement whereby claims filed against U.S. Silica Company prior to September
12, 2005 alleging exposure prior to September 12, 1985 are shared ratably based
on the claimant's total exposure period. The indemnity is subject to a
cumulative annual deductible and carry-forward adjustments and expires September
12, 2005.
9. Senior Subordinated Notes Subsidiary Guarantees
Except for the Company's Canadian subsidiary, which is an inactive company with
an immaterial amount of assets and liabilities, each of the Company's
subsidiaries has fully and unconditionally guaranteed the Senior Subordinated
Notes on a joint and several basis. The separate financial statements of the
subsidiary guarantors are not included in this report because (a) the Company is
a holding company with no assets or operations other than its investments in its
subsidiaries, (b) the subsidiary guarantors each are wholly owned by the
Company, comprise all of the direct and indirect subsidiaries of the Company
(other than inconsequential subsidiaries) and have jointly and severally
guaranteed the Company's obligations under the Senior Subordinated Notes on a
full and unconditional basis, (c) the aggregate assets, liabilities, earnings
and equity of the subsidiary guarantors are substantially equivalent to the
assets, liabilities, earnings and equity of the Company on a consolidated basis
and (d) management has determined that separate financial statements and other
disclosures concerning the subsidiary guarantors are not material to investors.
10. Employment Agreement
On April 10, 2000, the Company entered into an employment agreement with an
executive to manage its aggregates business segment. In the second quarter of
2000, a one-time charge of approximately $2.3 million was recorded representing
the cost to replace certain benefits forfeited by the executive officer in order
to join the Company, of which $998,000 is the cost of non-cash stock grants in
the Company's ultimate parent company, USS Holdings, Inc. and is recorded as
incentive stock compensation expense.
8
<PAGE>
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations
The following information should be read in conjunction with the accompanying
unaudited consolidated financial statements and the notes thereto included in
Item 1 of this quarterly report, and the audited consolidated financial
statements and the notes thereto and management's discussion and analysis of
financial condition and results of operations contained in our registration
statement on Form S-4 relating to our senior subordinated notes filed with the
Securities and Exchange Commission. Unless otherwise indicated or the context
otherwise requires, all references in this quarterly report to "we," "us," "our"
or similar terms, refer to Better Minerals & Aggregates Company and its direct
and indirect subsidiaries.
Overview
We mine, process and market industrial minerals, principally silica, in the
eastern and midwestern United States. We also mine, process and market
aggregates and produce and market asphalt in certain geographic areas in
Pennsylvania and New Jersey. Our end use markets for our silica products
include container glass, fiberglass, specialty glass, flat glass, fillers and
extenders (primarily used in paints and coatings), chemicals and ceramics. We
also supply our silica products to the foundry, building materials and other end
use markets. Our customers use our aggregates, which consist of high quality
crushed stone, construction sand and gravel, for road construction and
maintenance, other infrastructure projects and residential and commercial
construction and to produce hot mixed asphalt. We operate a network of 26
production facilities in 14 states. Our industrial minerals business
(substantially all the net sales of which consist of silica products) and our
aggregates business accounted for 64% and 36% of our net sales, respectively,
for the nine months ended September 30, 2000.
In April 1999, we acquired certain operating assets in southern New Jersey from
Unimin Corporation (the "Morie Assets"), which are used in the production and
sale of silica and aggregates, and, in October 1999, we acquired Commercial
Stone Co., Inc., a crushed stone and hot mixed asphalt producer in southwestern
Pennsylvania, and Commercial Aggregates Transportation and Sales, L.P.
(collectively, "Commercial Stone"). In February 2000, we completed the sale of
one of our two Canadian subsidiaries, George F. Pettinos (Canada) Limited
("PECAL"), for $3.1 million.
Our aggregates business is seasonal, due primarily to the effect of weather
conditions in winter months on construction activity in our Pennsylvania and New
Jersey markets. As a result, peak sales of aggregates occur primarily in the
months of April through November. Accordingly, our results of operations in any
individual quarter may not be indicative of our results of operations for the
full year.
9
<PAGE>
Three Months Ended September 30, 2000 Compared with Three Months Ended September
30, 1999
Net Sales. Net sales increased $17.2 million, or 33% to $69.6 million in the
three months ended September 30, 2000 from $52.4 million in the three months
ended September 30, 1999.
Net sales for our industrial minerals decreased $2.2 million or 5% to $38.9
million in the three months ended September 30, 2000 from $41.1 million in the
three months ended September 30, 1999. This decrease was primarily due to the
divestiture of PECAL in February 2000, which represented $2.3 million in sales
in the third quarter of 1999. Excluding this divestiture, net sales of
industrial minerals increased $0.1 million to $38.9 million in the three months
ended September 30, 2000 from $38.8 million in the three months ended September
30, 1999, primarily from increased silica sales to the specialty glass, building
products, and oil and gas extraction end use markets, partially offset by
decreased sales to the glass container and fillers and extenders end use market.
Net sales for our aggregates business increased $19.4 million or 172% to $30.7
million in the three months ended September 30, 2000 from $11.3 million in the
three months ended September 30, 1999. The primary reason for this increase is
the Commercial Stone acquisition, which contributed $19.1 million to aggregates
sales in the third quarter of 2000. Excluding this acquisition, net sales for
our aggregates business increased $0.3 million, or 3% , to $11.6 million in the
three months ended September 30, 2000 from $11.3 million in the three months
ended September 30, 1999, primarily from an increase in the volume and average
selling price of stone products. Additionally, adverse weather conditions
reduced demand for our aggregate products in the quarter.
Cost of Goods Sold. Cost of goods sold increased $11.6 million, or 33% to $46.3
million in the three months ended September 30, 2000 from $34.7 million in the
three months ended September 30, 1999.
Cost of goods sold for our industrial minerals business decreased $2.3 million
or 8% to $25.5 million in the three months ended September 30, 2000 from $27.8
million in the three months ended September 30, 1999. This decrease was
primarily due to a reduction of $1.9 million in cost of goods sold as a result
of the PECAL divestiture. Excluding the divestiture, cost of goods sold
decreased $0.4 million or 2% to $25.5 million in the three months ended
September 30, 2000 from $25.9 million in the three months ended September 30,
1999, primarily due to an increase in product inventory in 2000 as compared to a
reduction in the same period in 1999 and decreased expenditures for personnel
and transportation offset by the increased price of fuel, and normal cost
inflation.
Cost of goods sold for our aggregates business increased $13.8 million or 200%
to $20.7 million in the three months ended September 30, 2000 from $6.9 million
in the three months ended September 30, 1999. The increase was primarily due to
the acquisition of Commercial Stone, which resulted in the inclusion of $12.5
million in cost of goods sold in the third quarter of 2000. Excluding the
acquisition, cost of goods sold increased $1.3 million or 19% to $8.2 million in
the three months ended September 30, 2000 from $6.9 million in the three months
ended September 30, 1999, primarily due to the increased cost of AC oil, the
binder used to produce hot mixed asphalt, and increased maintenance expense.
10
<PAGE>
Depreciation, Depletion and Amortization. Depreciation, depletion and
amortization increased $2.9 million or 45% to $9.4 million in the three months
ended September 30, 2000 from $6.5 million in the three months ended September
30, 1999. The increase was primarily from the acquisition of Commercial Stone
in 1999.
Selling, General and Administrative. Selling, general and administrative
expenses increased $0.1 million or 2% to $5.5 million in the three months ended
September 30, 2000 from $5.4 million in the three months ended September 30,
1999. This increase was primarily due to the acquisition of Commercial Stone in
October 1999, which resulted in the inclusion of $0.6 million in expenses in the
third quarter of 2000, offset by a decrease of $0.3 million in expenses as a
result of the PECAL divestiture in February 2000. Excluding acquisitions and
divestitures, selling, general and administrative expenses decreased $0.2
million due to normal inflationary increases, offset by $0.6 million in non-
recurring costs associated with our acquisition program that were incurred in
1999, but not 2000.
Operating Income. Operating income increased $2.6 million, or 45%, to $8.4
million in the three months ended September 30, 2000 from $5.8 million in the
three months ended September 30, 1999.
Operating income for our industrial minerals business increased $0.4 million or
13% to $3.6 million in the three months ended September 30, 2000 from $3.2
million in the three months ended September 30, 1999 primarily due to the
factors noted earlier, and the allocation of $1.0 million of corporate costs to
our aggregates business in 2000 that were not allocated in 1999.
Operating income for our aggregates business increased $2.1 million, or 81%, to
$4.7 million in the three months ended September 30, 2000 from $2.6 million in
the three months ended September 30, 1999 as a result of the acquisitions noted
earlier. Due to the seasonality of our aggregates business, operating income
incurred in the second quarter of 2000 may not be indicative of operating
results for the full year.
Corporate expenses allocated to business segments were $0.1 million greater than
actual expenses incurred in the three months ended September 30, 2000.
Interest Expense. Interest expense increased $5.4 million or 142% to $9.2
million in the three months ended September 30, 2000 from $3.8 million in the
three months ended September 30, 1999 due primarily to increased borrowings
related to acquisitions and increased interest rates.
(Benefit) for Income Taxes. The benefit for income taxes for the nine months
ended September 30, 2000 reflects the impact of percentage depletion and a $1.5
million benefit as a result of a revision in our estimated annual effective tax
rate upon finalization of our 1999 Federal income tax return.
11
<PAGE>
Net Income. Net income increased $1.1 million, or 46%, to $3.5 million in the
three months ended September 30, 2000 from $2.4 million in the three months
ended September 30, 1999 as a result of the factors noted earlier.
12
<PAGE>
Nine Months Ended September 30, 2000 Compared With Nine Months Ended September
30, 1999
Net Sales. Net sales increased $40.6 million or 28% to $186.2 million in the
nine months ended September 30, 2000 from $145.6 million in the nine months
ended September 30, 1999.
Net sales for our industrial minerals business increased $0.5 million to $119.5
million in the nine months ended September 30, 2000 from $119.0 million in the
nine months ended September 30, 1999. The acquisition of the Morie Assets in
April 1999 resulted in the inclusion of $2.4 million in sales in the first
quarter of 2000 which was offset by a reduction of $4.7 million in sales as a
result of the PECAL divestiture in February 2000. Excluding the acquisition
and divestiture, net sales for our industrial minerals business increased $2.8
million or 2% to $117.1 million in the nine months ended September 30, 2000 from
$114.3 million in the nine months ended September 30, 1999, due primarily to
increased silica sales to the specialty glass, flat glass, foundry and oil & gas
extraction market segments offset by a decline in sales to the glass container
market segment.
Net sales for our aggregates business increased $40.1 million or 151% to $66.7
million for the nine months ended September 30, 2000 from $26.6 million for the
nine months ended September 30, 1999. The increase is primarily due to the
Commercial Stone acquisition which contributed $37.7 million in incremental
sales in the first nine months. Additionally, adverse weather conditions reduced
the demand for our aggregate products in both the current quarter and the
quarter ended June 30, 2000.
Cost of Goods Sold. Cost of goods sold increased $27.8 million or 28% to $126.3
million for the nine months ended September 30, 2000 from $98.5 million for the
nine month period ended September 30, 1999.
Cost of goods sold for our industrial minerals business decreased $2.5 million
to $78.6 million for the nine months ended September 30, 2000 from $81.1 million
for the nine months ended September 30, 1999. The acquisition of the Morie
Assets in April 1999 resulted in the inclusion of $2.1 million in cost of goods
sold in the first quarter of 2000, offset by a $4.0 million reduction in cost of
goods sold from the PECAL divestiture in February 2000. Excluding the timing of
the acquisition and divestiture, cost of goods sold decreased $0.6 million due
to increased product inventory in 2000 as compared to a decrease in inventory in
the same period in 1999 and decreased expenditures for plant maintenance and
transportation, partially offset by increases in our energy and fuel costs.
Cost of goods sold for our aggregates business increased $29.9 million or 172%
to $47.3 million for the nine months ended September 30, 2000 from $17.4 million
for the nine months ended September 30, 1999. This increase is primarily due to
the acquisition of Commercial Stone which contributed $26.4 million in
incremental cost of goods sold in the first nine months of 2000.
Depreciation, Depletion and Amortization. Depreciation, depletion and
amortization increased $7.8 million, or 40% to $27.1 million in the nine months
ended September 30, 2000 from $19.3 million in the nine months ended September
30, 1999. This increase is primarily due to the acquisitions of Commercial Stone
and the Morie Assets in 1999.
13
<PAGE>
Selling, General and Administrative. Selling, general and administrative
expenses increased $3.2 million or 19% to $19.8 million in the nine months
ended September 30, 2000 from $16.6 million for the nine months ended September
30, 1999. The increase resulted primarily from the acquisition of Commercial
Stone which resulted in the inclusion of $2.1 million in selling, general and
administrative expense, and a $2.3 million one-time charge for the issuance of
stock to the newly hired President of our business partially offset by $1.1
million in non-recurring charges associated with our acquisition program that
were incurred in 1999 but not in 2000.
Operating Income. Operating income increased $1.8 million, or 16%, to $13.1
million in the nine months ended September 30, 2000 compared to $11.3 million in
the nine months ended September 30, 1999, as a result of the factors noted
earlier.
Operating income for our industrial minerals business increased $4.1 million or
51% to $12.1 million in the nine months ended September 30, 2000 from $8.0
million in the nine months ended September 30, 1999 primarily due to the factors
noted earlier, and the allocation of $2.4 million of corporate costs to our
aggregates business in 2000 that were not allocated in 1999.
Operating income for our aggregates business decreased $0.2 million, or 5%, to
$3.6 million in the nine months ended September 30, 2000 from $3.8 million in
the nine months ended September 30, 1999 as a result of the factors noted
earlier. Due to the seasonality of our aggregates business, operating income
incurred in the first nine months of 2000 may not be indicative of operating
results for the full year.
Corporate expenses not allocated to business segments increased $2.1 million to
$2.6 million in the nine months ended September 30, 2000 from $0.5 million in
the nine months ended September 30, 1999.
Interest Expense. Interest expense increased $16.6 million or 160% to $27.0
million in the nine months ended September 30, 2000 from $10.4 million in the
nine months ended September 30, 1999 due primarily to increased borrowings
related to acquisitions and increased interest rates.
(Benefit) for Income Taxes. The benefit for income taxes for the nine months
ended September 30, 2000 reflects the impact of percentage depletion and a $1.5
million benefit as a result of a revision in our estimated annual effective tax
rate upon finalization of our 1999 Federal income tax return reduced by a $1.1
million charge for taxes related to the sale of PECAL.
Net Loss. Net income decreased $5.9 million to $3.9 million loss in the nine
months ended September 30, 2000 from net income of a $2.0 million in the nine
months ended September 30, 1999 primarily as a result of the factors noted
earlier.
Liquidity and Capital Resources
14
<PAGE>
Our principal liquidity requirements have historically been to service our debt
and meet our working capital, capital expenditures and mine development
expenditure needs and to finance acquisitions. We have historically met our
liquidity and capital investment needs with internally generated funds while
acquisitions have required borrowings and equity investments. Our total long
term debt as of September 30, 2000 was $298.1 million.
Net cash used in operating activities was $9.0 million for the nine months ended
September 30, 2000 compared to $13.8 million of net cash provided by operating
activities in the nine month period ended September 30, 1999. Cash used in
operating activities increased $22.8 million in the first nine months of 2000
due primarily to reduced earnings, increased accounts receivable due to the
seasonal nature of our aggregates business and increased interest expense. Cash
interest paid in the nine months ended September 30, 2000 was $29.3 million, an
increase of $21.0 million from the $8.3 million paid in the nine months ended
September 30, 1999, primarily as a result of increased borrowings in 1999.
Net cash used for investing activities decreased $23.5 million, or 59%, to $16.1
million in the nine month period ended September 30, 2000 from $39.6 million for
the nine month period ended September 30, 1999. This decrease primarily resulted
from the $32.6 million acquisition of the Morie Assets that occurred in 1999,
and the $3.1 million received from the PECAL sale in February 2000 partially
offset by a $6.6 million increase in capital expenditures. The increase in
capital expenditures is primarily due to the $6.1 million capital spent to
acquire a hot mixed asphalt plant.
Cash flow provided by financing activities was $12.3 million for the nine
months ended September 30, 2000 and $24.0 million for the nine months ended
September 30, 1999. There was a $3.1 million reduction in long term debt in the
nine months ended September 30, 2000 and a $31.0 million increase in long term
debt in the same period in 1999. Advances under the revolving credit facility
were $13.7 million in the nine months ended September 30, 2000, compared to a
$2.8 million reduction in the same period in 1999.
Interest payments on our 13% senior subordinated notes due 2009 ($150 million
outstanding as of September 30, 2000), senior debt service under our senior
secured credit facilities, working capital, capital expenditures and mine
development expenditures, incurred in the normal course of business as current
deposits are depleted, represent our significant liquidity requirements. Future
acquisition opportunities will also represent potentially significant liquidity
requirements.
Under our senior secured credit facilities, as of September 30, 2000, we had
$39.1 million outstanding under the tranche A term loan facility and $94.0
million outstanding under the tranche B term loan facility. In addition, these
credit facilities provide us with a $50 million revolving credit facility and a
$40 million acquisition term loan facility. The revolving credit facility was
partially drawn for $13.7 million as of September 30, 2000, and $6.6 million was
allocated for letters of credit leaving $29.7 million available for our use.
The revolving credit facility is available for general corporate purposes,
including working capital and capital expenditures, but excluding acquisitions,
and includes sublimits of $12.0 million and $3.0 million, respectively, for
letters of credit and swingline loans. Debt under the senior secured credit
facilities is collateralized by substantially all of our assets, including our
real and personal property, inventory, accounts receivable and other
intangibles.
15
<PAGE>
For description of the senior secured credit facilities and the indenture under
which our senior subordinated notes have been issued, including certain
restrictions that these agreements impose upon us, please see our registration
statement on Form S-4 relating to our senior subordinated notes filed with
Securities and Exchange Commission.
Capital expenditures increased $6.6 million, or 55%, to $18.5 million in the
nine months ended September 30, 2000, including $6.1 million for a hot mixed
asphalt plant in our aggregates business, from $11.9 million in the nine months
ended September 30, 1999. Excluding possible acquisitions, our expected capital
expenditure and mine development requirements for the remainder of 2000 and 2001
are $3.2 million and $21.7 million, respectively.
Our ability to satisfy our debt obligations and to pay principal and interest on
our debt, fund working capital, mine development and acquisition requirements
and make anticipated capital expenditures will depend on our future performance,
which is subject to general economic, financial and other factors, some of which
are beyond our control. We believe that based on current levels of operations
and anticipated growth, cash flow from operations, together with borrowings
under the revolving credit facility and, if available, the acquisition term loan
facility, will be adequate for the foreseeable future to make required payments
of principal and interest on our debt, fund working capital, mine development
and capital expenditure requirements and pursue acquisitions. There can be no
assurance, however, that our business will generate sufficient cash flow from
operations or that future borrowings will be available under the revolving
credit facility and the acquisition term loan facility in an amount sufficient
to enable us to service our debt or to fund our other liquidity needs.
Forward-Looking Statements
This quarterly report, including this management's discussion and analysis of
financial condition and results of operations section, includes "forward-looking
statements". We have based these forward-looking statements on our current
expectations and projections about future events. Although we believe that our
plans, intentions and expectations reflected in or suggested by those forward-
looking statements are reasonable, we can give no assurance that our plans,
intentions or expectations will be achieved. We believe that the following
factors, among others, could affect our future performance and cause actual
results to differ materially from those expressed or implied by these forward-
looking statements: (1) general and regional economic conditions, including the
economy in the states in which we have production facilities and in which we
sell our products; (2) demand for residential and commercial construction; (3)
demand for automobiles and other vehicles; (4) levels of government spending on
road and other infrastructure construction; (5) the competitive nature of the
industrial minerals and aggregates industries; (6) operating risks typical of
the industrial minerals and aggregates industries, including the price and
availability of oil: (7) difficulties in, and unanticipated expense of,
assimilating newly-acquired businesses; (8) fluctuations in prices for, and
availability of, transportation and power; (9) unfavorable weather conditions;
(10) regulatory compliance, including compliance with environmental and silica
exposure regulations, by us and our customers; (11) litigation affecting us and
our customers; (12) changes in the demand for our
16
<PAGE>
products due to the availability of substitutes for products of our customers;
and (13) labor unrest.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
Information regarding the Company's financial instruments that are sensitive to
changes in interest rates is contained in our registration statement on Form S-4
relating to our senior subordinated notes filed with the Securities and Exchange
Commission. This information has not changed materially in the interim period
since December 31, 1999.
17
<PAGE>
PART II. OTHER INFORMATION
Item I. Legal Proceedings
We are a defendant in various lawsuits related to our businesses. These maters
include lawsuits relating to the exposure of persons to crystalline silica as
discussed in detail in our registration statement on Form S-4 relating to our
senior subordinated notes filed with the Securities and Exchange Commission.
Although we do not believe that these lawsuits are likely to have a material
adverse effect upon our business, we cannot predict what the full effect of
these or other lawsuits will be. We currently believe, however, that these
claims and proceedings in the aggregate are unlikely to have a material adverse
effect on us.
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
Exhibit No.
-----------
27 Financial Data Schedule
(b) Reports on Form 8-K
None.
II-1
<PAGE>
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
November 14, 2000 Better Minerals & Aggregates Company
By: /s/ Gary E. Bockrath
----------------------------------
Name: Gary E. Bockrath
Title: Vice President and Chief
Financial Officer
<PAGE>
EXHIBIT INDEX
Exhibit No.
-----------
27 Financial Data Schedule
<PAGE>
[ARTICLE] 5
<TABLE>
<S> <C> <C>
[PERIOD-TYPE] 9-MOS 9-MOS
[FISCAL-YEAR-END] DEC-31-1999 DEC-31-2000
[PERIOD-START] JAN-01-1999 JAN-01-2000
[PERIOD-END] SEP-30-1999 SEP-30-2000
[CASH] 0 804
[SECURITIES] 0 0
[RECEIVABLES] 0 1,852
[ALLOWANCES] 0 (1,331)
[INVENTORY] 0 26,853
[CURRENT-ASSETS] 0 95,435
[PP&E] 0 494,496
[DEPRECIATION] 0 (80,950)
[TOTAL-ASSETS] 0 546,819
[CURRENT-LIABILITIES] 0 49,741
[BONDS] 0 291,179
[PREFERRED-MANDATORY] 0 0
[PREFERRED] 0 0
[COMMON] 0 0
[OTHER-SE] 0 59,479
[TOTAL-LIABILITY-AND-EQUITY] 0 546,819
[SALES] 145,618 186,240
[TOTAL-REVENUES] 145,618 186,240
[CGS] 98,478 126,332
[TOTAL-COSTS] 134,355 173,146
[OTHER-EXPENSES] (1,326) (1,448)
[LOSS-PROVISION] 0 0
[INTEREST-EXPENSE] 10,414 27,027
[INCOME-PRETAX] 1,949 (12,485)
[INCOME-TAX] (56) (8,601)
[INCOME-CONTINUING] 2,005 (3,884)
[DISCONTINUED] 0 0
[EXTRAORDINARY] 0 0
[CHANGES] 0 0
[NET-INCOME] 2,005 (3,884)
[EPS-BASIC] 0 0
[EPS-DILUTED] 0 0
</TABLE>
