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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) November 1, 1995
ADDINGTON RESOURCES, INC.
(Exact Name of Registrant as Specified in Charter)
Delaware 0-16498 61-1125039
(State or Other (Commission (IRS Employer
Jurisdiction of File Number) Identification
Incorporation) No.)
771 Corporate Drive, Lexington, Kentucky 40503
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number,
including area code (606) 223-3824
Former Name or Former Address, if Changed Since
Last Report: Not Applicable
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Introductory Note:
This Amendment on Form 8-K/A amends the Current Report on Form 8-K
dated November 1, 1995 previously filed by Addington Resources, Inc.
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Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
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Dispositions
- ------------
On September 22, 1995, Addington Resources, Inc. (the Company) entered into a
stock purchase agreement (the Agreement) with Addington Acquisition Company,
Inc., Larry Addington, Robert Addington and Bruce Addington (collectively, the
Addington Brothers) whereby the Company agreed to sell for $30 million, subject
to certain working capital adjustments, all the issued and outstanding shares of
common stock of its subsidiaries, Addington Mining, Inc., Mining Technologies,
Inc., Addwest Mining, Inc. and Addington Coal Holdings, Inc. This sale was
consummated on November 2, 1995.
On September 22, 1995, the Company entered into an agreement to sell all of the
issued and outstanding shares of common stock of its subsidiary, Belize River
Fruit Co., to Larry and Bruce Addington in exchange for 1,000,000 shares of
common stock of the Company owned by Larry and Bruce Addington. This sale was
consummated on November 2, 1995.
The businesses sold consist of the following: coal mining, mining equipment
manufacturing and licensing and citrus properties in Belize. The Company's
continuing operations will be comprised of integrated solid waste management,
which includes landfill operations and waste collection and recycling services.
The Company's remaining discontinued operations to be disposed of consists of
their precious and industrial metals mining subsidiary and incidental limestone
properties.
Pro Forma
- ---------
The following unaudited pro forma condensed consolidated financial information
is based on the historical consolidated financial statements of the Company,
adjusted to give effect to the dispositions described above.
The unaudited pro forma condensed consolidated balance sheet as of September 30,
1995 gives effect to the elimination of the disposed businesses, assuming the
disposition of the businesses had taken place on September 30, 1995, and the
proceeds had been received at that time. The cash proceeds received by the
Company from the sale were subsequently used to retire the outstanding balance
on the Company's revolving line of credit agreement.
The unaudited pro forma condensed consolidated statements of operations for the
year ended December 31, 1994 and the nine months ended September 30, 1995, was
prepared based on income from continuing operations and gives effect to the
elimination of the disposed businesses, as well as other adjustments, assuming
the disposition had taken place on January 1, 1994.
The pro forma adjustments are based upon available information and certain
assumptions that management believes are reasonable. Further, it is management's
opinion that this pro forma presentation is not indicative of the financial
position and results which would have occurred had the dispositions occurred on
the dates indicated in the various pro forma condensed consolidated financial
statements.
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ADDINGTON RESOURCES INC. AND SUBSIDIARIES
PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET
AS OF SEPTEMBER 30, 1995
(Unaudited)
(in thousands)
<TABLE>
<CAPTION>
Disposition
of Pro Forma Pro Forma
Historical Subsidiary Adjustments Results
---------- ----------- ----------- ---------
<S> <C> <C> <C> <C>
ASSETS:
CURRENT ASSETS:
Cash and cash equivalents $ 916 $ 27,033 (1) $(26,000)(2) $ 1,949
Short term investments 703 - - 703
Accounts receivable, net 14,161 - - 14,161
Prepaid expenses and other 650 - - 650
-------- -------- -------- --------
Total current assets 16,430 27,033 (26,000) 17,463
PROPERTY, PLANT AND EQUIPMENT, net 96,469 - - 96,469
PROPERTY, PLANT AND EQUIPMENT and other
long-term assets of discontinued operations, net 71,403 (59,525)(1) - 11,878
RESTRICTED CASH 5,497 - - 5,497
OTHER 2,126 - - 2,126
-------- -------- -------- --------
Total assets $191,925 $(32,492) $(26,000) $133,433
======== ======== ======== ========
LIABILITIES & STOCKHOLDERS' EQUITY:
CURRENT LIABILITIES:
Accounts payable $ 5,518 $ (2,967)(1) $ - $ 2,551
Current portion of long-term debt 674 - - 674
Accrued expenses and other 9,157 - - 9,157
Net current liabilities of discontinued operations 8,132 (1,518)(1) - 6,614
-------- -------- -------- --------
Total current liabilities 23,481 (4,485) - 18,996
NON-CURRENT LIABILITIES:
Long-term debt, less current portion 35,417 - (26,000)(2) 9,417
Other long-term liabilities 12,058 - - 12,058
Deferred income taxes 3,158 - - 3,158
Long-term liabilities of discontinued operations 16,074 (14,507)(1) - 1,567
-------- -------- -------- --------
Total non-current liabilities 66,707 (14,507) (26,000) 26,200
STOCKHOLDERS' EQUITY:
Common stock 15,967 - - 15,967
Paid-in capital 85,120 - - 85,120
Retained earnings 650 - - 650
Less--treasury stock - (13,500)(1) - (13,500)
-------- -------- -------- --------
Total stockholders' equity 101,737 (13,500) - 88,237
-------- -------- -------- --------
Total liabilities and stockholders' equity $191,925 $(32,492) $(26,000) $133,433
======== ======== ======== ========
</TABLE>
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ADDINGTON RESOURCES, INC. AND SUBSIDIARIES
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NOTES TO PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET
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AS OF SEPTEMBER 30, 1995
------------------------
(Unaudited)
(in thousands)
(1) This adjustment records the proceeds from the sale of the coal mining,
mining equipment manufacturing and licensing subsidiaries as well as its
citrus properties in Belize and the removal of the assets and liabilities
of the businesses sold. Such proceeds include: 1) $27,033 of cash (net of
$2,967 due from the Company to the buyer) and 2) 1.0 million shares of the
Company's common stock valued at $13,500 retained as treasury stock. The
loss on disposal of these businesses has been recorded during the quarter
ended September 30, 1995 in accordance with the implementation of
discontinued operations accounting. Such loss reserve is included in the
accompanying September 30, 1995 historical balance sheet as a reduction of
Property, Plant and Equipment and other long-term assets of discontinued
operations.
(2) This adjustment records the use of the proceeds to retire the Company's
revolving line of credit which occurred in November 1995.
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ADDINGTON RESOURCES, INC. AND SUBSIDIARIES
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PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
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FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1995
--------------------------------------------
(Unaudited)
(in thousands, except per share amounts)
<TABLE>
<CAPTION>
Pro Forma Pro Forma
Historical (1) Adjustments Results
-------------- ----------- ---------
<S> <C> <C> <C>
REVENUES $41,579 $ - $41,579
COSTS AND EXPENSES:
Cost of operations 23,370 - 23,370
Provision for asset write-down - - -
Depreciation and amortization 5,272 - 5,272
Selling, general and administrative 4,922 - 4,922
-------------- ----------- ---------
33,564 - 33,564
-------------- ----------- ---------
INCOME FROM OPERATIONS 8,015 - 8,015
-------------- ----------- ---------
INTEREST AND OTHER INCOME (EXPENSE):
Interest income 366 - 366
Interest expense (384) 384(2) -
Other, net 171 - 171
-------------- ----------- ---------
153 384 537
-------------- ----------- ---------
Income before income taxes 8,168 384 8,552
INCOME TAX PROVISIONS:
Federal 2,777 131(3) 2,908
State 490 23(3) 513
-------------- ----------- ---------
3,267 154 3,421
-------------- ----------- ---------
Net income from continuing operations $ 4,901 $230 $ 5,131
============== =========== =========
Net income per share $ 0.31 $ 0.34
============== =========
Equivalent shares of stock outstanding 15,911 15,149
============== =========
</TABLE>
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ADDINGTON RESOURCES, INC. AND SUBSIDIARIES
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NOTES TO PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
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FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1995
--------------------------------------------
(Unaudited)
(1) The historical financial results reflect only those of continuing
operations. The financial results of the businesses sold include coal
mining, mining equipment manufacturing and licensing subsidiaries as well
as its citrus properties in Belize and are included in the Company's
discontinued operations, hence no adjustment for the disposition is
necessary for net income from continuing operations.
(2) This adjustment removes interest expense related to the Company's
revolving line of credit agreement that was paid off with the proceeds
from the sale. Interest income has not been increased for any remaining
proceeds.
(3) This adjustment records the income tax effect of pro forma adjustment (2)
above at the statutory rate.
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ADDINGTON RESOURCES, INC. AND SUBSIDIARIES
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PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
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FOR THE YEAR ENDED DECEMBER 31, 1994
------------------------------------
(Unaudited)
(in thousands, except per share amounts)
<TABLE>
<CAPTION>
Pro Forma Pro Forma
Historical(1) Adjustments Results
------------- ----------- ---------
<S> <C> <C> <C>
REVENUES $36,057 $ - $36,057
COSTS AND EXPENSES:
Cost of operations 19,663 - 19,663
Provision for asset write-down 670 - 670
Depreciation and amortization 4,134 - 4,134
Selling, general and administrative 7,119 - 7,119
------- ---- -------
31,586 - 31,586
------- ---- -------
INCOME FROM OPERATIONS 4,471 - 4,471
------- ---- -------
INTEREST AND OTHER INCOME (EXPENSE):
Interest income 772 - 772
Interest expense (277) 277(2) -
Other, net (976) - (976)
------- ---- -------
(481) 277 (204)
------- ---- -------
Income before income taxes 3,990 277 4,267
INCOME TAX PROVISIONS:
Federal 1,357 94(3) 1,451
State 239 17(3) 256
------- ---- -------
1,596 111 1,707
------- ---- -------
Net income from continuing operations $ 2,394 $166 $ 2,560
======= ==== =======
Net income per share $ 0.15 $ 0.17
======= =======
Equivalent shares of stock outstanding 16,081 15,081
======= =======
</TABLE>
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ADDINGTON RESOURCES, INC. AND SUBSIDIARIES
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NOTES TO PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
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FOR THE YEAR ENDED DECEMBER 31, 1994
------------------------------------
(Unaudited)
(1) The historical financial results reflect only those of continuing
operations. The financial results of the businesses sold include coal
mining, mining equipment manufacturing and licensing subsidiaries as well
as its citrus properties in Belize and are included in the Company's
discontinued operations, hence no adjustment for the disposition is
necessary for net income from continuing operations.
(2) This adjustment removes interest expense related to the Company's revolving
line of credit agreement that was paid off with the proceeds from the sale.
Interest income has not been increased for any remaining proceeds.
(3) This adjustment records the income tax effect of pro forma adjustment (2)
above at the statutory rate.
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SIGNATURES
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.
ADDINGTON RESOURCES, INC.
/s/ R. Douglas Striebel
Dated: November 17, 1995 By: _________________________________
R. Douglas Striebel
Vice President and Chief Financial Officer
