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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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 June 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 August 1, 2000
----- --------------------------------
Common Stock 100 shares
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Better Minerals & Aggregates Company
Form 10-Q Index
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Page
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PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Condensed Consolidated Balance Sheets as of June 30, 2000 (unaudited) and
December 31, 1999..................................................................................................... 1
Condensed Consolidated Statements of Operations for the quarter and the six months ended June 30, 2000
and June 30, 1999 (unaudited)......................................................................................... 3
Condensed Consolidated Statements of Stockholder's Equity for the six months ended June 30, 2000 and
June 30, 1999 (unaudited)............................................................................................. 4
Condensed Consolidated Statements of Cash Flows for the six months ended June 30, 2000 and June
30, 1999 (unaudited).................................................................................................. 5
Notes to Condensed Consolidated Financial Statements.................................................................. 6
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations.................... 10
Item 3. Quantitative and Qualitative Disclosures About Market Risk............................................... 15
PART II. OTHER INFORMATION
Item 1. Legal Proceedings........................................................................................ II-1
Item 6. Exhibits and Reports on Form 8-K......................................................................... II-1
</TABLE>
Signatures
Exhibit Index
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PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
BETTER MINERALS & AGGREGATES COMPANY AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(Dollars in Thousands)
(Unaudited)
<TABLE>
<CAPTION>
June 30, December 31,
2000 1999
---- ----
<S> <C> <C>
ASSETS
CURRENT:
Cash and cash equivalents $ 716 $ 13,573
Accounts receivable
Trade, less allowance for doubtful accounts 51,138 41,658
Other 738 1,060
Due from Parent - 834
Inventories 27,056 23,058
Prepaid expenses and other current assets 2,287 2,018
Income tax deposit 639 1,056
Deferred income taxes 8,250 8,148
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Total current assets 90,824 91,405
PROPERTY, PLANT AND EQUIPMENT:
Mining property 263,550 263,083
Land 28,229 28,086
Land improvements 5,331 5,005
Buildings 36,556 37,143
Machinery and equipment 149,491 143,082
Furniture and fixtures 1,395 1,331
Construction-in-progress 8,254 4,387
-------- --------
492,806 482,117
Accumulated depletion, depreciation and amortization (73,259) (59,248)
-------- --------
Property, plant, and equipment, net 419,547 422,869
OTHER NONCURRENT:
Goodwill and noncompete agreements, net 19,919 19,907
Debt inssuance costs 13,954 14,601
Other noncurrent assets 3,571 2,821
-------- --------
Total other noncurrent 37,444 37,329
-------- --------
$547,815 $551,603
Total assets ======== ========
LIABILITIES
CURRENT:
Book overdraft $ 4,877 $ 5,026
Accounts payable 17,096 16,845
Accrued liabilities 15,005 13,053
Payable to related party 375 898
Due to parent 1,944 -
Accrued interest 8,484 7,829
Current portion of long-term debt 5,117 2,039
-------- --------
Total current liabilities 52,898 45,690
NONCURRENT LIABILITIES:
Long-term debt, net of current portion 289,883 285,466
Deferred income taxes 110,105 117,637
Other noncurrent liabilities 38,899 38,475
-------- --------
Total noncurrent liabilities 438,887 441,578
STOCKHOLDERS EQUITY
Common stock, par value $.01, authorized 5,000 shares,
issued 100 shares - -
Additional paid-in capital 81,377 81,377
Loans to related party (1,001) -
Retained deficit (24,346) (17,012)
Accumulated other comprehensive (loss) income - (30)
-------- --------
Total stockholder's equity 56,030 64,335
-------- --------
Total liabilities and stockholder's equity $547,815 $551,603
======== ========
</TABLE>
The accompanying notes are an integral part of these statements
1
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BETTER MINERALS & AGGREGATES COMPANY AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Dollars in Thousands)
(Unaudited)
<TABLE>
<CAPTION>
For the Quarter Ended For the Six Months Ended
June 30, June 30,
--------------------- ------------------------
2000 1999 2000 1999
---- ---- ---- ----
<S> <C> <C> <C> <C>
Net sales $ 66,774 $ 53,597 $116,605 $ 93,220
Cost of goods sold 42,111 35,541 79,983 63,806
Depreciation, depletion and amortization 9,169 7,029 17,625 12,766
Selling, general & administrative 7,214 6,627 13,270 11,171
Incentive stock compensation 998 - 998 -
-------- -------- -------- --------
Operating income 7,282 4,400 4,729 5,477
Interest expense 8,937 3,659 17,797 6,617
Accretion of preferred stock warrants - 199 - 213
Other (income) expense, net of interest income (458) (507) (965) (834)
-------- -------- -------- --------
(Loss) income before income taxes (1,197) 1,049 (12,103) (519)
Provision (benefit) for income taxes (2,970) 153 (4,769) (82)
-------- -------- -------- --------
Net (loss) income $ 1,773 $ 896 $ (7,334) $ (437)
======== ======== ======== ========
</TABLE>
The accompanying notes are an integral part of these statements
2
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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
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Balance December 31, 1999 $ - $81,377 $(17,012) $ - $ (30) $ - $ (30) $ 64,335
Comprehensive income, net of
income taxes:
Net (loss) (7,334) (7,334)
Foreign currency translation 30 30 30
----------
Total comprehensive loss (7,304)
Loans to related party (1,001) (1,001) (1,001)
------------------------------------------------------------------------------------------------
Balance June 30, 2000 $ - $81,377 $(24,346) $(1,001) $ - $ - $(1,001) $ 56,030
================================================================================================
<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
----- ------- ------- ----- ----------- --------- ----- ------
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Balance December 31, 1998 $ - $41,491 $(18,011) $ - $ (44) $ (40) $ (84) $ 23,396
Comprehensive income, net of
income taxes:
Net (loss) (437) (437)
Foreign currency translation 99 99 99
----------
Total comprehensive loss (338)
Capital contributed by parent 1,050 1,050
------------------------------------------------------------------------------------------------
Balance June 30, 2000 $ - $42,541 $(18,448) $ - $ 55 $ (40) $ 15 $ 24,108
================================================================================================
</TABLE>
The accompanying notes are an integral part of these statements
3
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BETTER MINERALS & AGGREGATES COMPANY AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Dollars in Thousands)
(Unaudited)
<TABLE>
<CAPTION>
Six Months Ended June 30
2000 1999
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<S> <C> <C>
Cash flows from operating activities:
Net (loss) income $ (7,334) $ (437)
Adjustments to reconcile net (loss) income to cash flows from operations:
Depreciation 11,004 8,516
Depletion 3,253 1,289
Non compete agreement amortization 2,749 2,868
Accretion of preferred stock warrants - 213
Debt issuance amortization 1,082 412
Deferred income taxes (7,230) 242
Disposal of property, plant and equipment (gain) loss 3 -
Loss on sale of investment 83 -
Other 116 106
Changes in assets and liabilities, net of the effects from acquired companies:
Trade receivables (11,189) (7,794)
Non-trade receivables 206 164
Payable to parent 2,778 (797)
Payable to related party (523) -
Inventories (4,264) 240
Prepaid expenses and other current assets (322) (443)
Accounts payable and accrued liabilities 2,982 1,918
Accrued interest 655 1,230
Income taxes 368 (2,167)
-------------------------
Net cash provided by (used in) operating activities (5,583) 5,540
Cash flows from investing activities:
Capital expenditures (16,332) (4,655)
Proceeds from sale of property, plant and equipment 4 92
Proceeds from sale of investment 3,136 -
Loans to related party (1,001) -
Purchases of businesses, net cash acquired - (32,616)
-------------------------
Net cash used for investing activities (14,193) (37,179)
Cash flows from financing activies:
Increase (decrease) in checks outstanding in excess of cash (149) (1,793)
Principal payments on capital lease obligations (22) (7)
Capital contributed by parent - 1,050
Net revolver credit agreement facility 10,300 (1,300)
Issuance of long-term debt - 35,000
Repayment of long-term debt (2,805) (2,511)
Financing fees (435) (700)
-------------------------
Net cash provided by (used in) financing activities 6,889 29,739
Effect of cash exchange rates on cash 30 99
Net increase (decrease) in cash (12,857) (1,801)
Cash, beginning 13,573 2,222
-------------------------
Cash, ending $ 716 $ 421
=========================
</TABLE>
The accompanying notes are an integral part of these statements
4
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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 June 30, 2000 and December 31, 1999, inventory consisted of the following:
(In thousands) 2000 1999
---- ----
Supplies (net of $15 and $38 obsolescence reserve) $11,803 $11,171
Raw materials and work in process 5,514 6,165
Finished goods 9,739 5,722
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$27,056 $23,058
======= =======
3. Comprehensive Income
Comprehensive income, net of tax for the three and six months ended June 30,
2000 and 1999 was as follows:
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<CAPTION>
Three Months Ended Six Months Ended
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(In thousands) 2000 1999 2000 1999
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<S> <C> <C> <C> <C>
Net income (loss) $ 1,773 $ 896 $(7,334) $ (437)
Foreign currency translation - - 30 99
------- ------- ------- ------
Total comprehensive income $ 1,773 $ 896 $(7,304) $ (338)
======= ======= ======= ======
</TABLE>
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 six months ended June 30,
2000 and 1999 was as follows:
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
(In thousands) 2000 1999 2000 1999
---- ---- ---- ----
<S> <C> <C> <C> <C>
Net sales:
Aggregates $ 26,306 $ 11,733 $ 35,998 $15,307
Industrial Minerals 40,468 41,864 80,607 77,913
-------- -------- --------- -------
Total net sales $ 66,774 $ 53,597 $ 116,605 $93,220
======== ======== ========= =======
Operating company income (loss):
Aggregates $ 4,118 $ 2,168 $ (1,157) $ 1,152
Industrial Minerals 5,775 3,181 8,572 4,863
-------- -------- --------- -------
Total operating company
income (loss) $ 9,893 $ 5,349 $ 7,415 $ 6,015
</TABLE>
5
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<TABLE>
<S> <C> <C> <C> <C>
General corporate (expense) income (2,611) (949) (2,686) (538)
-------- -------- --------- -------
Total operating income (loss) $ 7,282 $ 4,400 $ 4,729 $ 5,477
======== ======== ========= =======
Depreciation, depletion
and amortization expense:
Aggregates $ 3,277 $ 1,037 $ 5,752 $ 1,736
Industrial Minerals 5,877 5,992 11,843 11,030
Corporate 15 - 30 -
-------- -------- --------- -------
Total depreciation, depletion, and
amortization expense $ 9,169 $ 7,029 $ 17,625 $12,766
======== ======== ========= =======
Capital expenditures:
Aggregates $ 7,675 $ 233 $ 10,318 $ 553
Industrial Minerals 3,553 2,222 5,822 4,102
Corporate 157 - 192 -
-------- -------- --------- -------
Total capital expenditures $ 11,385 $ 2,455 $ 16,332 $ 4,655
======== ======== ========= =======
</TABLE>
Asset segment information at June 30, 2000 and December 31, 1999 was as follows:
<TABLE>
<CAPTION>
(In thousands) 2000 1999
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<S> <C> <C>
Assets:
Aggregates $340,518 $323,470
Industrial Minerals 216,388 201,390
Corporate 359,480 29,169
Elimination of intersegment receivables (368,571) (2,426)
-------- --------
Total asset $547,815 $551,603
======== ========
</TABLE>
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 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. Tax benefits
recorded on a current year-to-date basis are limited to those that are expected
to be realizable during the year or recognizable as a deferred tax asset at the
end of the year. In addition, in the first quarter of 2000, the sale of George
F. Pettinos (Canada) Limited created a one-time $1.2 million charge to the tax
provision.
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
6
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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 are each 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.
7
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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 69% and 31% of our net sales, respectively,
for the six months ended June 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.
Three Months Ended June 30, 2000 Compared with Three Months Ended June 30, 1999
Net Sales. Net sales increased $13.2 million, or 24.6% to $66.8 million in
the three months ended June 30, 2000 from $53.6 million in the three months
ended June 30, 1999.
Net sales for our industrial minerals decreased $1.4 million or 3.3% to
$40.5 million in the three months ended June 30, 2000 from $41.9 million in the
three months ended June 30, 1999. This decrease was primarily due to the
divestiture of PECAL in February 2000, which represented $2.1 million in sales
in the second quarter of 1999. Excluding this divestiture, net sales of
industrial minerals increased $0.7 million or 1.8% in the three months ended
June 30, 2000 from $39.8 million in the three months ended June 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 silica
and aplite sales to the glass container end use market.
Net sales for our aggregates business increased $14.6 million or 124.8% to
$26.3 million in the three months ended June 30, 2000 from $11.7 million in the
three months ended June 30, 1999. The primary reason for this increase is the
Commercial Stone acquisition, which contributed $14.9 million to aggregates
sales in the second quarter of 2000. Excluding this acquisition, net sales for
our aggregates business decreased $0.3 million, or 2.6%, to $11.4 million in the
three months ended June 30, 2000 from $11.7 million in the three months ended
June 30, 1999, primarily from a decrease in asphalt volume at our eastern
Pennsylvania operations.
Cost of Goods Sold. Cost of goods sold increased $6.6 million, or 18.6% to
$42.1 million in the three months ended June 30, 2000 from $35.5 million in the
three months ended June 30, 1999.
Cost of goods sold for our industrial minerals business decreased $2.6
million or 9.2% to $25.5 million in the three months ended June 30, 2000 from
$28.1 million in the three months ended June 30, 1999. This decrease was
primarily due to a reduction of $1.7 million in cost of goods sold as a result
of the PECAL divestiture. Excluding the divestiture, cost of goods sold
decreased $0.9 million or 3.4% in the three months ended June 30, 2000 from
$26.4 million in the three months ended June 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 plant maintenance offset by the
increased price of fuel, and normal cost inflation.
8
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Cost of goods sold for our aggregates business increased $9.0 million or
120% to $16.5 million in the three months ended June 30, 2000 from $7.5 million
in the three months ended June 30, 1999. The increase was primarily due to the
acquisition of Commercial Stone, which resulted in the inclusion of $9.2 million
in cost of goods sold in the second quarter of 2000. Excluding the acquisition,
cost of goods sold decreased $0.2 million or 2.7% to $7.3 million in the three
months ended June 30, 2000.
Depreciation, Depletion and Amortization. Depreciation, depletion and
amortization increased $2.2 million or 31.4% to $9.2 million in the three months
ended June 30, 2000 from $7.0 million in the three months ended June 30, 1999.
The increase was primarily from the acquisition of Commercial Stone in 1999.
Selling, General and Administrative. Selling, general and administrative
expenses increased $1.6 million or 24.2% to $8.2 million in the three months
ended June 30, 2000 from $6.6 million in the three months ended June 30, 1999.
This increase was primarily due to the acquisition of Commercial Stone in
October 1999, which resulted in the inclusion of $0.7 million in expenses in the
second 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 increased $1.2
million due to a $2.3 million one-time charge, $1.0 million of which is non-cash
incentive stock compensation, related to stock issued to the newly hired
President of our aggregates business and normal inflationary increases,
partially offset by $1.3 million in non- recurring costs associated with our
acquisition program that were incurred in 1999, but not 2000.
Operating Income. Operating income was $7.3 million in the three months
ended June 30, 2000 compared to $4.4 million in the three months ended June 30,
1999.
Operating income for our industrial minerals business increased $2.6
million or 81.2% to $5.8 million in the three months ended June 30, 2000 from
$3.2 million in the three months ended June 30, 1999 primarily due to the
factors noted earlier, and the allocation of $0.7 million of corporate costs to
our aggregates business in 2000 that were not allocated in 1999.
Operating income for our aggregates business increased $1.9 million to $4.1
million in the three months ended June 30, 2000 from $2.2 million in the three
months ended June 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 not allocated to business segments increased $1.7
million to $2.6 million in the three months ended June 30, 2000.
Interest Expense. Interest expense increased $5.2 million or 141% to $8.9
million in the three months ended June 30, 2000 from $3.7 million in the three
months ended June 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 three
months ended June 30, 2000 has been adjusted to reflect the estimated benefit
for the first half of the year using an estimated effective tax rate of 49% for
the full six month period ended June 30, 2000. This benefit has been reduced by
taxes required on the sale of PECAL that occurred during the first quarter of
2000. The tax expense for the three months ended June 30, 1999 was based on an
estimated effective tax rate of 15%.
Net Income. Net income increased $0.9 million to $1.8 million in the three
months ended June 30, 2000 from $0.9 million in the three months ended June 30,
1999 as a result of the factors noted earlier.
Six Months Ended June 30, 2000 Compared With Six Months Ended June 30, 1999
Net Sales. Net sales increased $23.4 million or 25.1% to $116.6 million in
the six months ended June 30, 2000 from $93.2 million in the six months ended
June 30, 1999.
Net sales for our industrial minerals business increased $2.7 million or
3.5% to $80.6 million in the six months ended June 30, 2000 from $77.9 million
in the six months ended June 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 $2.4 million in sales as a
result of the PECAL divestiture in February 2000. Excluding the acquisitions
and divestiture, net sales for our industrial minerals business increased $2.7
million or 3.8% to $73.1 million in the six months ended June 30, 2000 from
$70.4 million in the six months ended June 30, 1999, due primarily to increased
silica sales to the specialty glass, flat glass, foundry and oil and gas
extraction market segments offset by a decline in sales to the glass container
market segment.
9
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Net sales for our aggregates business increased $20.7 million or 135% to
$36.0 million for the six months ended June 30, 2000 from $15.3 million for the
six months ended June 30, 1999. The increase is primarily due to the Commercial
Stone and Morie Assets acquisitions, which contributed $19.9 million in
incremental sales in the first six months.
Cost of Goods Sold. Cost of goods sold increased $16.2 million or 25.4% to
$80.0 million for the six months ended June 30, 2000 from $63.8 million for the
six month period ended June 30, 1999.
Cost of goods sold for our industrial minerals business decreased $0.2
million to $53.1 million for the six months ended June 30, 2000 from $53.3
million for the six months ended June 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 $2.1 million reduction in cost of
goods sold from the PECAL divestiture in February 2000. Excluding the timing of
the acquisitions and divestitures, cost of goods sold decreased $0.2 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,
partially offset by increases in our energy and fuel costs.
Cost of goods sold for our aggregates business increased $16.1 million or
153% to $26.6 million for the six months ended June 30, 2000 from $10.5 million
for the six months ended June 30, 1999. This increase is primarily due to the
acquisition of Commercial Stone and the Morie Assets, which contributed $16.0
million in incremental cost of goods sold in the first six months of 2000.
Depreciation, Depletion and Amortization. Depreciation, depletion and
amortization increased $4.8 million, or 38% to $17.6 million in the six months
ended June 30, 2000 from $12.8 million in the six months ended June 30, 1999.
This increase is primarily due to the acquisitions of Commercial Stone and the
Morie Assets in 1999.
Selling, General and Administrative. Selling, general and administrative
expenses increased $3.1 million or 27.7% to $14.3 million in the six months
ended June 30, 2000 from $11.2 million for the six months ended June 30, 1999.
The increase resulted primarily from the acquisition of Commercial Stone which
resulted in the inclusion of $1.5 million in selling, general and administrative
expense, and a $2.3 million one-time charge, $1.0 million of which is non-cash
incentive stock compensation, for the issuance of stock to the newly hired
President of our aggregates business partially offset by $0.5 million in non-
recurring charges associated with our acquisition program that were incurred in
1999 but not in 2000.
Operating Income. Operating income was $4.7 million in the six months
ended June 30, 2000 compared to $5.5 million in the six months ended June 30,
1999, as a result of the factors noted earlier.
Operating income for our industrial minerals business increased $3.7
million or 75.5% to $8.6 million in the six months ended June 30, 2000 from $4.9
million in the six months ended June 30, 1999 primarily due to the factors noted
earlier, and the allocation of $1.3 million of corporate costs to our aggregates
business in 2000 that were not allocated in 1999.
Operating income for our aggregates business decreased $2.4 million to a
$1.2 million operating loss in the six months ended June 30, 2000 from $1.2
million operating income in the six months ended June 30, 1999 as a result of
the factors noted earlier. Due to the seasonality of our aggregates business,
operating losses incurred in the first half of 2000 may not be indicative of
operating results for the full year.
Corporate expenses not allocated to business segments increased $2.2
million to $2.7 million in the six months ended June 30, 2000.
Interest Expense. Interest expense increased $8.9 million or 100% to $17.8
million in the six months ended June 30, 2000 from $8.9 million in the six
months ended June 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 six
months ended June 30, 2000 has been limited to the tax benefits expected to be
realizable for the year, which resulted in an effective tax rate of
approximately 49%. This benefit has been reduced by taxes required on the sale
of PECAL that occurred during the first quarter of 2000. The benefit for taxes
for the six-month period ended June 30, 1999 was based on an effective tax rate
of 15%.
Net Loss. Net loss increased $6.9 million to $7.3 million in the six
months ended June 30, 2000 from $0.4 million in the six months ended June 30,
1999 primarily as a result of the factors noted earlier.
Liquidity and Capital Resources
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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 June 30, 2000 was $295.0 million.
Net cash used in operating activities was $5.6 million for the six months
ended June 30, 2000 compared to $5.5 million of net cash provided by operating
activities in the six month period ended June 30, 1999. Cash used in operating
activities increased $11.1 million in the first half of 2000 due primarily to
reduced earnings as a result of the seasonal nature of our aggregates
acquisitions and increased interest expense. Cash interest paid in the six
months ended June 30, 2000 was $15.9 million, an increase of $11.2 million from
the $4.7 million paid in the six months ended June 30, 1999, primarily as a
result of increased borrowings in 1999.
Net cash used for investing activities decreased $23.0 million to $14.2
million in the period ended June 30, 2000 from $37.2 million for the period
ended June 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 $11.6
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 $6.9 million for the six
months ended June 30, 2000 and $29.7 million for the six months ended June 30,
1999. There was a $2.8 million reduction in long-term debt in the six months
ended June 30, 2000 and a $32.5 million increase in long-term debt in the same
period in 1999. Advances under the revolving credit facility were $10.3 million
in the six months ended June 30, 2000, compared to a $1.3 million reduction in
the same period in 1999.
Interest payments on our 13% senior subordinated notes due 2009 ($150
million outstanding as of June 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 June 30, 2000, we had
$39.1 million outstanding under the tranche A term loan facility and $94.5
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 $10.3 million as of June 30, 2000, and $6.2 million was
allocated for letters of credit leaving $33.5 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.
For a 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 the
Securities and Exchange Commission.
Capital expenditures totaled $16.3 million in the six months ended June 30,
2000 including $6.1 million for a hot mixed asphalt plant in our aggregates
business, compared with $4.7 million in the six months ended June 30, 1999.
Excluding possible acquisitions, our expected capital expenditure requirements
for the remainder of 2000 and 2001 are $9.8 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
11
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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 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.
12
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PART II. OTHER INFORMATION
Item 1. Legal Proceedings
We are a defendant in various lawsuits related to our businesses.
These matters 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.
-----------
10.1 Amendment and Waiver No. 1 to the Credit Agreement and Security
Agreement, dated as of December 31, 1999, among BMAC Holdings,
Inc., Better Minerals & Aggregates Company, George F. Pettinos
(Canada) Limited, the banks, financial institutions and other
institutional lenders parties to the Credit Agreement dated as
of September 30, 1999, and Banque Nationale de Paris.
10.2 Amendment No. 2 to the Credit Agreement, dated as of March 15,
2000, among BMAC Holdings, Inc., Better Minerals & Aggregates
Company, the banks, financial institutions and other
institutional lenders parties to the Credit Agreement dated as
of September 30, 1999, and Banque Nationale de Paris.
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.
August 11, 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.
-----------
10.1 Amendment and Waiver No. 1 to the Credit Agreement and Security
Agreement, dated as of December 31, 1999, among BMAC Holdings,
Inc., Better Minerals & Aggregates Company, George F. Pettinos
(Canada) Limited, the banks, financial institutions and other
institutional lenders parties to the Credit Agreement dated as
of September 30, 1999, and Banque Nationale de Paris.
10.2 Amendment No. 2 to the Credit Agreement, dated as of March 15,
2000, among BMAC Holdings, Inc., Better Minerals & Aggregates
Company, the banks, financial institutions and other
institutional lenders parties to the Credit Agreement dated as
of September 30, 1999, and Banque Nationale de Paris.
27 Financial Data Schedule
