- --------------------------------------------------------------------------------
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 a Current Report on Form 8-K
Date of earliest event reported: February 22, 2001
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Current Report
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): February 22, 2001
Better Minerals & Aggregates Company
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation)
333-32518 55-0749125
(Commission File Number) (IRS Employer Identification No.)
Route 522 North, P.O. Box 187
Berkeley Springs, West Virginia 25411
(Address of principal executive offices, including zip code)
(304) 258-2500
(Registrant's telephone number, including area code)
N/A
(Former name or former address, if changed since last report)
Item 5. Other Events.
On March 5, 2001, Better Minerals & Aggregates Company issued a press
release. A copy of such press release is attached hereto as Exhibit 99.1. In
addition, in such press release,
the Company announced that it had recently amended its Credit Agreement. A copy
of such amendment is attached hereto as Exhibit 10.1.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(a) Financial Statements.
Not applicable.
(b) Pro Forma Financial Information.
Not applicable.
(c) Exhibits.
Exhibit Number Description
-------------- -----------
10.1 Amendment No. 3 to the Credit Agreement, dated as of
December 31, 2000, among BMAC Holdings, Inc., Better
Minerals & Aggregates Company, Banque Nationale de
Paris and the banks, financial institutions and other
institutional lenders parties to the Credit Agreement,
dated as of September 30, 1999, as amended, among such
lenders, Better Minerals & Aggregates Company and
Banque Nationale de Paris.
99.1 Press release, dated March 5, 2001.
2
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, Better
Minerals & Aggregates Company has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.
Better Minerals & Aggregates Company
Date: March 5, 2001 By: /s/ Gary E. Bockrath
------------------------------
Name: Gary E. Bockrath
Title: Vice President and
Chief Financial Officer
EXHIBIT INDEX
Exhibit Number Description Page
- -------------- ----------- ----
10.1 Amendment No. 3 to the Credit Agreement, dated as of
December 31, 2000, among BMAC Holdings, Inc., Better
Minerals & Aggregates Company, Banque Nationale de Paris
and the banks, financial institutions and other
institutional lenders parties to the Credit Agreement,
dated as of September 30, 1999, as amended, among such
lenders, Better Minerals & Aggregates Company and Banque
Nationale de Paris.
99.1 Press release, dated March 5, 2001.
3
EXHIBIT 10.1
AMENDMENT NO. 3
TO THE CREDIT AGREEMENT
Dated as of December 31, 2000
AMENDMENT NO. 3 TO THE CREDIT AGREEMENT among BMAC Holdings, Inc., a
Delaware corporation (the "Parent Guarantor"), Better Minerals & Aggregates
Company, a Delaware corporation (the "Borrower"), the banks, financial
institutions and other institutional lenders parties to the Credit Agreement
referred to below (collectively, the "Lenders"), and Banque Nationale de Paris
("BNP"), as the initial issuing bank (the "Initial Issuing Bank"), as the swing
line bank (the "Swing Line Bank"), and as agent (together with any successors
appointed pursuant to Article VII, the "Agent") for the Lender Parties.
PRELIMINARY STATEMENTS:
(1) The Borrower, the Lenders and the Agent have entered into a Credit
Agreement dated as of September 30, 1999 and amended as of December 31, 1999 and
March 15, 2000 (as the same may be further amended, supplemented or otherwise
modified through the date hereof, the "Credit Agreement"). Capitalized terms
not otherwise defined in this Amendment have the same meanings as specified in
the Credit Agreement.
(2) The Borrower and the Required Lenders have agreed to amend the
Credit Agreement as hereinafter set forth.
SECTION 1. Amendments to Credit Agreement. Subject to Section 2, the
--------- ------------------------------
Credit Agreement is, as of the date hereof, hereby amended as follows:
(a) The definition of "Applicable Margin" is amended by (i) deleting
"Level I" from the table and by inserting the following in lieu thereof:
Level I(A)
- ---------
greater
than 5.00 2.25% 2.75% 3.25% 4.50% 0.75% 1.00%
to 1.00
- --------------------------------------------------------------------------------
Level I(B)
- ---------
less than
or equal
to 5.00 to
1.00 but 2.00% 2.50% 3.00% 4.25% 0.50% 0.75%
greater
than 4.50
to 1.00
- --------------------------------------------------------------------------------
(ii) by deleting the first reference to "Level I Applicable Margin" in the
proviso and by inserting "Level I(B) Applicable Margin" in lieu thereof, and
(iii) by deleting the second reference to "Level I Applicable Margin" in the
proviso and by inserting "Level I(A) Applicable Margin" in lieu thereof.
(b) The definition of "EBITDA" is amended by deleting the first
proviso and by inserting the following in lieu thereof:
"provided, however, there shall be excluded from EBITDA, to the extent
-------- -------
therein included, (A) all non-cash foreign currency losses and all non-cash
foreign currency gains, and (B) a non-recurring expense incurred in the
hiring of R. Reeves in an amount not to exceed $2,306,000; provided, that,
--------
of such amount, not more than $1,200,000 shall be payable in cash"
(c) Section 2.01(e) is amended by deleting "the Conversion Date" and
by inserting "February 22, 2001" in lieu thereof.
(d) Section 2.08(b)(i)(B)(1) is amended by adding the following to the
end of such clause:
"; provided, that, for so long as the ratio of (x) Funded Debt as of
the last day of the most recently ended fiscal quarter to (y) Consolidated
EBITDA of the Borrower and its Subsidiaries for the four fiscal quarters
most recently ended prior to the start of such period, as determined
pursuant to the financial statements most recently delivered to the Agent
at the end of each fiscal quarter, as the case may be, is greater than 5.00
to 1.00, such rate shall be 2.75%"
(e) Section 2.08(b)(ii)(B)(1) is amended by adding the following to
the end of such clause:
"; provided, that, for so long as the ratio of (x) Funded Debt as of
--------
the last day of the most recently ended fiscal quarter to (y) Consolidated
EBITDA of the Borrower and its Subsidiaries for the four fiscal quarters
most recently ended prior to the start of such period, as determined
pursuant to the financial statements most recently delivered to the Agent
at the end of each fiscal quarter, as the case may be, is greater than 5.00
to 1.00, such rate shall be 3.75%"
(f) Section 2.09(a)(y) is amended by deleting the references to "the
Conversion Date" and by inserting in each case "February 22, 2001" in lieu
thereof.
(g) Section 5.04(a) is amended by deleting the following:
December 31, 2000 5.00 to 1.00
- ---------------------------------------------------------------------------
March 31, 2001 4.50 to 1.00
- ---------------------------------------------------------------------------
June 30, 2001 4.50 to 1.00
- ---------------------------------------------------------------------------
September 30, 2001 4.25 to 1.00
- ---------------------------------------------------------------------------
December 31, 2001 4.00 to 1.00
- ---------------------------------------------------------------------------
and by inserting the following:
December 31, 2000 5.56 to 1.00
- ---------------------------------------------------------------------------
March 31, 2001 6.15 to 1.00
- ---------------------------------------------------------------------------
June 30, 2001 6.00 to 1.00
- ---------------------------------------------------------------------------
September 30, 2001 5.85 to 1.00
- ---------------------------------------------------------------------------
December 31, 2001 5.00 to 1.00
- ---------------------------------------------------------------------------
(h) Section 5.04(b) is amended by deleting the following:
December 31, 2000 1.75 to 1.00
- ---------------------------------------------------------------------------
March 31, 2001 1.75 to 1.00
- ---------------------------------------------------------------------------
June 30, 2001 1.75 to 1.00
- ---------------------------------------------------------------------------
September 30, 2001 1.75 to 1.00
- ---------------------------------------------------------------------------
December 31, 2001 2.00 to 1.00
- ---------------------------------------------------------------------------
and by inserting the following:
December 31, 2000 1.50 to 1.00
- ---------------------------------------------------------------------------
March 31, 2001 1.40 to 1.00
- ---------------------------------------------------------------------------
June 30, 2001 1.45 to 1.00
- ---------------------------------------------------------------------------
September 30, 2001 1.55 to 1.00
- ---------------------------------------------------------------------------
December 31, 2001 1.75 to 1.00
- ---------------------------------------------------------------------------
(i) Section 8.07(a) is amended by deleting "5,000,000" and by
inserting "2,500,000" in lieu thereof.
SECTION 2. Conditions of Effectiveness. This Amendment shall become
--------- ---------------------------
effective on and as of December 31, 2000, provided that the following conditions
--------
shall have been met on or before February 22, 2001: (a) the Agent shall have
received, in form and substance satisfactory to the Agent and in sufficient
copies for each Lender Party, (1) counterparts of this Amendment executed by the
Borrower and the Required Lenders or, as to any of the Lenders, advice
satisfactory to the Agent that such Lender has executed this Amendment and (2)
the consent attached hereto executed by each party to the Subsidiary Guaranty,
and (b) the Borrower shall have paid to the Agent for the account of each Lender
executing this amendment on or before February 22, 2001 a fee equal to 0.25% of
its aggregate Commitments (excluding the Acquisition Commitment).
SECTION 3. Reference to and Effect on the Loan Documents. (a) On and
--------- ---------------------------------------------
after the effectiveness of this Amendment, each reference in the Credit
Agreement to "this Agreement", "hereunder", "hereof" or words of like import
referring to the Credit Agreement, and each reference in the Notes and each of
the other Loan Documents to "the Credit Agreement", "thereunder", "thereof" or
words of like import referring to the Credit Agreement, shall mean and be a
reference to the Credit Agreement, as amended by this Amendment.
(b) The Credit Agreement and each of the other Loan Documents, as
specifically amended by this Amendment, are and shall continue to be in full
force and effect and are hereby in all respects ratified and confirmed. Without
limiting the generality of the foregoing, the Collateral Documents and all of
the Collateral described therein do and shall
continue to secure the payment of all Obligations of the Loan Parties under the
Loan Documents, in each case as amended by this Amendment.
(c) The execution, delivery and effectiveness of this Amendment shall
not, except as expressly provided herein, operate as a waiver of any right,
power or remedy of any Lender or the Agent under any of the Loan Documents, nor
constitute a waiver of any provision of any of the Loan Documents.
SECTION 4. Costs, Expenses. The Borrower agrees to pay on demand all
--------- ---------------
costs and expenses of the Agent in connection with the preparation, execution,
delivery and administration, modification and amendment of this Amendment and
the other instruments and documents to be delivered hereunder (including,
without limitation, the reasonable fees and expenses of counsel for the Agent)
in accordance with the terms of Section 8.04 of the Credit Agreement.
SECTION 5. Execution in Counterparts. This Amendment may be executed
--------- -------------------------
in any number of counterparts and by different parties hereto in separate
counterparts, each of which when so executed shall be deemed to be an original
and all of which taken together shall constitute but one and the same agreement.
Delivery of an executed counterpart of a signature page to this Amendment by
telecopier shall be effective as delivery of a manually executed counterpart of
this Amendment.
SECTION 6. Governing Law. This Amendment shall be governed by, and
--------- -------------
construed in accordance with, the laws of the State of New York.
[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
be executed by their respective officers thereunto duly authorized, as of the
date first above written.
BMAC HOLDINGS, INC.,
as Parent Guarantor
By:_______________________________
Name:
Title:
BETTER MINERALS & AGGREGATES COMPANY, as
Borrower
By:_______________________________
Name:
Title:
BNP PARIBAS (formerly Banque Nationale de
Paris), as Agent, Initial Lender, Swing Line
Bank and Initial Issuing Bank
By:_______________________________
Name:
Title:
By:_______________________________
Name:
Title:
BANK AUSTRIA CREDITANSTALT
CORPORATE FINANCE, INC.
By:_______________________________
Name:
Title:
By:_______________________________
Name:
Title:
MERRILL LYNCH SENIOR FLOATING
RATE FUND II, INC.
By:_______________________________
Name:
Title:
PRINCIPAL LIFE INSURANCE COMPANY
By: Principal Capital Management LLC, a
Delaware limited liability company, its
authorized signatory
By:___________________________
Name:
Title:
By:___________________________
Name:
Title:
MORGAN STANLEY DEAN WITTER
PRIME INCOME TRUST
By:_______________________________
Name:
Title:
NATIONAL BANK OF CANADA
By:_______________________________
Name:
Title:
By:_______________________________
Name:
Title:
GENERAL ELECTRIC CAPITAL CORPORATION
By: _______________________________
Name:
Title:
BOEING CAPITAL CORPORATION
By:_______________________________
Name:
Title:
THE CHASE MANHATTAN BANK,
By:_______________________________
Name:
Title:
BANK POLSKA KASA OPIEKI S.A.
NEW YORK BRANCH
By:_______________________________
Name:
Title:
ABN AMRO BANK N.V.
By:_______________________________
Name:
Title:
By:_______________________________
Name:
Title:
HELLER FINANCIAL, INC.
By:_______________________________
Name:
Title:
ARCHIMEDES FUNDING, L.L.C.
By: ING Capital Advisors LLC
as its Collateral Manager
By:__________________________
Name:
Title:
ARCHIMEDES FUNDING, II, LTD.
By: ING Capital Advisors LLC
as its Collateral Manager
By:__________________________
Name:
Title:
KZH-ING-1 LLC
By:_______________________________
Name:
Title:
KZH-ING-2 LLC
By:_______________________________
Name:
Title:
BALANCED HIGH-YIELD FUND I LTD.
By: BHF (USA) Capital Corporation,
as Attorney-In-Fact
By:__________________________
Name:
Title:
By:__________________________
Name:
Title:
NATIONAL CITY BANK
By:_______________________________
Name:
Title:
FIRST UNION NATIONAL BANK
By:_______________________________
Name:
Title:
METROPOLITAN LIFE INSURANCE COMPANY
By:_______________________________
Name:
Title:
MADISON AVENUE CDO I, LIMITED
By: Metropolitan Life Insurance Company
By:_________________________
Name:
Title:
FRANKLIN FLOATING RATE TRUST
By:_______________________________
Name:
Title:
FRANKLIN CLO I, LTD.
By:_______________________________
Name:
Title:
FIRST DOMINION FUNDING III
By:__________________________
Name:
Title:
SIMSBURY CLO, LIMITED
By: David L. Babson & Company, Inc.
under delegated authority from
Massachusetts Mutual Life Insurance
Company as Collateral Manager
By:__________________________
Name:
Title:
SUFFIELD CLO, LIMITED
By: David L. Babson & Company, Inc.
as Collateral Manager
By:__________________________
Name:
Title:
MAPLEWOOD (CAYMAN) LIMITED
By: David L. Babson & Company, Inc.
under delegated authority form
Massachusetts Mutual Life Insurance
as Investment Manager
By:__________________________
Name:
Title:
MASSACHUSETTS LIFE INSURANCE COMPANY
By: David L. Babson & Company, Inc.
as Investment Adviser
By:___________________________
Name:
Title:
NEMEAN CLO, LTD.
By: ING Capital Advisors LLC,
as Investment Manager
By:___________________________
Name:
Title:
SEQUILS-ING I (HBDGM), LTD
By: ING Capital Advisors LLC,
as Collateral Manager
By:___________________________
Name:
Title:
EATON VANCE SENIOR DEBT PORTFOLIO
By:__________________________
Name:
Title:
SUBSIDIARY CONSENT
Dated as of December 31, 2000
The undersigned, as parties to one or more of the Loan Documents as
defined in the Credit Agreement referred to in the foregoing Amendment, hereby
consent to such Amendment and the Credit Agreement as amended on or prior to the
date hereof and hereby confirm and agree that (a) notwithstanding the
effectiveness of such Amendment, each of the Loan Documents is, and shall
continue to be, in full force and effect and is hereby ratified and confirmed in
all respects, except that, on and after the effectiveness of such Amendment,
each reference in the Loan Documents to the "Credit Agreement", "thereunder",
"thereof" or words of like import shall mean and be a reference to the Credit
Agreement as amended by such Amendment, and (b) the Collateral Documents to
which such undersigned is a party and all of the Collateral described therein
do, and shall continue to, secure the payment of all of the Secured Obligations
(in each case, as defined therein).
PENNSYLVANIA GLASS SAND CORPORATION
By:_______________________________
Name:
Title:
THE FULTON LAND AND TIMBER COMPANY
By:_______________________________
Title:
OTTAWA SILICA COMPANY
By:_______________________________
Title:
GEORGE F. PETTINOS, INC.
By:_______________________________
Title:
ELLEN JAY, INC.
By:_______________________________
Title:
U.S. SILICA COMPANY
(a/k/a U.S. Silica Company, Inc.)
By:_______________________________
Title:
BETTER MATERIALS CORPORATION
By:_______________________________
Title:
BMC TRUCKING, INC.
By:_______________________________
Title:
BUCKS COUNTY CRUSHED STONE COMPANY
By:_______________________________
Title:
CHIPPEWA FARMS CORPORATION
By:_______________________________
Title:
SHORE STONE COMPANY, INC.
By:_______________________________
Title:
COMMERCIAL STONE CO., INC.
By:_______________________________
Title:
STONE MATERIALS COMPANY, LLC
By: Better Minerals & Aggregates Company,
as Manager
By:__________________________
Title:
COMMERCIAL AGGREGATES TRANSPORTATION AND SALES,
LLC
By: Stone Materials Company, LLC,
as Manager
By:__________________________
Title:
EXHIBIT 99.1
BETTER MINERALS & AGGREGATES COMPANY REPORTS
FISCAL 2000 FOURTH QUARTER, YEAR-END RESULTS
Company Also Announces Renegotiation of Bank Agreement
BERKELEY SPRINGS, WV, March 05, 2001---Better Minerals & Aggregates Company
(BMAC), a leading producer of silica sand, crushed stone and bituminous paving
materials, today reported fourth quarter and full-year 2000 sales and earnings.
In releasing these figures, the company said it had adopted the provisions of
the Emerging Issues Task Force Issue No. 00-10: Accounting for Shipping and
Handling Fees and Costs, beginning with the fourth quarter 2000 reporting. As a
result, BMAC's total revenue figures for both 1999 and 2000 include the sales of
materials to customers, as well as freight and delivery costs billed to
customers. Discussion of the company's results, however, is based on product
sales, exclusive of the freight and delivery costs. At the same time, the
company also announced that it had successfully negotiated to amend its bank
agreement.
Fourth Quarter, Year-End Figures Announced
For the fourth quarter, revenue was $61.1 million, a decrease of four
percent from the 1999 fourth quarter sales of $63.5 million. Fourth quarter
EBITDA (earnings before income taxes, depreciation and amortization) was $10.1
million, down from $17.1 million for the same period in 1999.
For the fiscal year ended December 31, 2000, BMAC's sales were $247.3
million, up 18 percent from $209.0 million in 1999. Year-end EBITDA rose to
$53.7 million from the 1999 total of $49.0 million.
According to R.D. "Butch" Reeves, BMAC president and newly-appointed chief
executive officer, energy prices, particularly natural gas, continued to have a
significant negative impact on results in both industrial minerals and
aggregates for the quarter and the year. Natural gas, propane, and diesel fuel
price increases raised operating costs in the fourth quarter approximately $1.7
million from last year, and boosted total year expenses in these categories to
approximately $5.7 million over 1999.
2
Fourth quarter sales of industrial minerals, the company's largest business
segment, were $36.0 million, down from the prior year's fourth quarter sales of
$40.1 million. Fourth quarter sales for 1999 include $2.2 million from the
Company's Canadian operating subsidiary that was divested earlier in the year.
Excluding this, comparable industrial mineral sales were 4.7% less than the
prior year on a 6.6% reduction in volume. Sales decreases in the Company's
glass, foundry, matrix and fillers & extenders market segments, were only
partially offset by increased sales to the oil & gas extraction market. For
the year, sales totaled $155.5 million, as compared to the previous year's total
of $159.1 million. Excluding the $8.6 million in prior year sales from the
divested Canadian subsidiary, the company's ongoing industrial minerals
operations realized a 2.3% increase in revenue for the full year.
Aggregates sales for the quarter were $25.0 million, an increase from
fourth quarter 1999 totals of $23.3 million. Volume in manufactured stone and
asphalt decreased 9.2% from year ago levels, but was offset by increased selling
prices for asphalt and a $1.0 million increase in brokered stone products. Full
year sales were up significantly, to $91.7 million, from last year's sales of
$49.9 million due to the acquisition of its Pittsburgh aggregate operations,
which occurred October 1, 1999.
"Demand for industrial minerals softened significantly in the fourth
quarter in nearly all segments of the business, as our customers reacted to the
slowing domestic economy" Reeves said. "Demand was also weaker than expected in
aggregates. Early winter weather conditions in the fourth quarter put an abrupt
end to an already abbreviated construction season. We did see sufficient price
increases in asphalt at the end of the year to offset higher asphalt cement
costs, but our stone selling prices, on average, rose only slightly above their
1999 levels." Looking ahead, Reeves said "our backlog in the aggregates segment
is 15% greater than last year at this time and I am optimistic about their
outlook for 2001", but he expects a "difficult environment for industrial
minerals in the first half of the year because of continued high energy costs
and weakened customer demand."
BMAC Amends Bank Agreements
BMAC also recently completed negotiations to amend its bank credit
agreement, modifying its financial covenants through 2001. Under the new
agreement, the company agreed to a 25 basis point increase in interest rates
when the leverage ratio of the company exceeds certain defined levels, along
with a one-time 25 basis point amendment fee. Additionally,
3
BMAC cancelled its unused $40.0 million Acquisition Line of Credit. As a result
of this credit agreement amendment, the company anticipates its annual interest
expense will increase less than $400,000.
"We are pleased with the continuing support of our bank group. Modifying
the financial covenants provides us with the flexibility we need over the next
year," said BMAC chairman,
D. George Harris.
A portfolio company of D. George Harris & Associates (DGH&A) and JP Morgan
Partners (formerly Chase Capital Partners), BMAC is a leading producer of: high
quality silica sand and aplite for the glass, foundry, chemical, recreational
and construction industries; fine ground silica and kaolin clay products for the
paint, plastic and ceramic industries; and crushed stone and bituminous paving
materials to contractors, road builders and ready-mix concrete and bituminous
asphalt plants. Headquartered in Berkeley Springs, WV, the company has
approximately 1,050 employees at its 26 facilities in the United States.
NOTE: Unaudited financial tables follow.
####
Certain statements in this news release regarding expectations of future
performance of the company's businesses, the company's results of operations and
other matters, may be regarded as "forward-looking statements" within the
meaning of the Securities Litigation Reform Act. Such statements are subject to
various risks as discussed in detail in the company's SEC filings filed under
the Securities Act of 1933 and the Securities and Exchange Act of 1934.
BETTER MINERALS & AGGREGATES COMPANY
CONSOLIDATED STATEMENTS OF OPERATIONS
(Dollars in Thousands)
(Unaudited)
Three Months Ended Twelve Months Ended
December 31, December 31,
------------ ------------
2000 1999 2000 1999
---- ---- ---- ----
Net sales:
Industrial Minerals $ 36,039 $ 40,126 $ 155,551 $ 159,169
Aggregates 25,022 23,332 91,750 49,907
Freight and delivery revenue 13,028 11,841 52,034 35,726
------- ------- ------- -------
Total net sales 74,089 75,299 299,335 244,802
Cost of goods sold 44,389 41,766 170,720 140,244
Freight and delivery costs 13,028 11,841 52,034 35,726
Depreciation, depletion and amortization 8,843 9,186 35,895 28,481
Selling, general & admininstrative 6,779 5,263 25,543 21,844
Incentive stock compensation - - 998 -
------- ------- ------- -------
Operating income 1,050 7,243 14,145 18,507
Interest expense 9,332 9,178 36,359 19,590
Accretion of preferred stock warrants - (171) - 56
Other (income) expense, net of interest income (127) (847) (1,575) (2,171)
------- ------- ------- -------
Loss before income taxes (8,155) (917) (20,639) 1,032
Provision (benefit) for income taxes (2,491) (2,658) (11,091) (2,714)
------- ------- -------- -------
Net (loss) income before extraordinary loss $ (5,664) $ 1,741 $(9,548) $3,746
========= ======== ========= =======
Extraordinary loss (less applicable taxes of $1,752) - 2,747 - 2,747
------- ------- ------- -------
Net (loss) income after extraordinary loss $ (5,664) $(1,006) $(9,548) $ 999
========= ========= ========= =====
EBITDA $ 10,092 $ 17,151 $ 53,787 $ 49,029
BETTER MINERALS & AGGREGATES COMPANY
CONSOLIDATED CONDENSED BALANCE SHEETS
(Dollars in Thousands)
(Unaudited)
December 31, December 31,
2000 1999
---- ----
ASSETS
Current assets $ 92,840 $ 91,405
Property and equipment - net 415,686 425,224
Goodwill and non compete agreements 16,649 19,907
Debt issuance costs 12,958 14,601
Other assets 153 466
---- ---
Total $ 538,286 $ 551,603
========== =========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current portion of long-term debt $ 9,076 $ 2,039
Other current liabilities 45,678 43,651
------- ------
Total 54,754 45,690
Long-term debt 280,329 285,466
Deferred income taxes 110,676 117,637
Other long-term liabilities 39,311 38,475
Stockholders' equity 53,216 64,335
------- ------
Total $ 538,286 $ 551,603
========== =========
BETTER MINERALS & AGGREGATES COMPANY
CONSOLIDATED CONDENSED STATEMENT OF CASH FLOWS
(Dollars in Thousands)
(Unaudited)
Twelve Months Ended December 31,
----------------------------------------
2000 1999
---- ----
NET CASH (USED FOR) PROVIDED BY OPERATING ACTIVITIES $ 7,698 $ 29,519
INVESTING ACTIVITIES
Capital expenditures (26,369) (14,572)
Purchases of businesses, net of cash acquired - (172,379)
Proceeds from sale of property, plant, and equipment 670 1,310
Proceeds from sale of investments 3,136
Loans to related party (1,507) -
----------------- -------------------
NET CASH USED FOR INVESTING ACTIVITIES (24,070) (185,641)
FINANCING ACTIVITIES
Net (repayments) additions of long-term debt (3,600) (169,205)
Issuance of long-term debt - 325,006
Increase (decrease) in checks outstanding in excess of cash 2,238 (1,402)
Principal payments on capital lease obligations (73) (44)
Financing fees and prepayment penalties (435) (15,796)
Capital contributed by parent - 35,000
Net revolver credit agreement facility 5,500 (6,100)
----------------- -------------------
NET CASH USED FOR FINANCING ACTIVITIES 3,630 167,459
Effect of exchange rate on cash 29 14
----------------- -------------------
Net decrease in cash (12,713) 11,351
Cash and cash equivalents, January 1 13,573 2,222
----------------- -------------------
CASH AND CASH EQUIVALENTS, DECEMBER 31 $ 860 $ 13,573
================= ===================