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 March 31, 2002
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 April 30, 2002
----- --------------------------------
Common Stock 100 shares
Better Minerals & Aggregates Company
Form 10-Q Index
Page
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Condensed Consolidated Balance Sheets as of March 31, 2002
(unaudited) and December 31, 2001...................................... 1
Condensed Consolidated Statements of Operations for the three
months ended March 31, 2002 and March 31, 2001 (unaudited)............. 3
Condensed Consolidated Statements of Stockholder's Equity for the
three months ended March 31, 2002 and March 31, 2001 (unaudited)....... 4
Condensed Consolidated Statements of Cash Flows for the three
months ended March 31, 2002 and March 31, 2001 (unaudited)............. 5
Notes to Condensed Consolidated Financial Statements................... 6
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations................................... 11
Item 3. Quantitative and Qualitative Disclosures About Market Risk.. 16
PART II. OTHER INFORMATION
Item 1. Legal Proceedings........................................... 16
Signatures............................................................. 17
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
BETTER MINERALS & AGGREGATES COMPANY AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(Dollars in Thousands)
March 31, December 31,
2002 2001
(Unaudited)
Assets
Current:
Cash and cash equivalents $ 542 $ 2,493
Accounts receivable:
Trade, less allowance for doubtful accounts of $2,119 and $1,824 39,415 45,241
Other 2,178 2,338
Inventories 31,785 30,780
Prepaid expenses and other current assets 3,274 2,979
Deferred income taxes 4,276 4,276
--------- ---------
Total current assets 81,470 88,107
Property, plant and equipment:
Mining property 264,611 264,611
Mine development 11,806 11,381
Land 26,612 26,691
Land improvements 5,893 5,822
Buildings 36,878 36,878
Machinery and equipment 173,278 169,122
Furniture and fixtures 1,923 1,923
Construction-in-progress 4,469 6,871
--------- ---------
525,470 523,299
Accumulated depletion, depreciation and amortization (128,551) (121,944)
--------- ---------
Property, plant and equipment, net 396,919 401,355
Other noncurrent:
Goodwill and non compete agreements, net 14,833 14,857
Debt issuance costs 10,117 10,566
Other noncurrent assets 1,995 759
--------- ---------
Total other noncurrent 26,945 26,182
--------- ---------
Total assets $ 505,334 $ 515,644
========= =========
1
BETTER MINERALS & AGGREGATES COMPANY AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(Dollars in Thousands)
March 31, December 31,
2002 2001
(Unaudited)
Liabilities
Current:
Book overdraft $ 4,434 $ 7,142
Accounts payable 12,102 13,012
Accrued liabilities 12,434 11,872
Due to parent 2,296 2,405
Accrued interest 2,415 7,391
Current portion of capital leases 886 813
Current portion of long-term debt 10,738 10,745
Income taxes payable 1,622 439
--------- ---------
Total current liabilities 46,927 53,819
Noncurrent liabilities:
Deferred income taxes 87,770 92,720
Obligations under capital lease 2,647 2,583
Long-term debt, net of current portion 287,339 277,341
Other noncurrent liabilities 40,478 40,355
--------- ---------
Total noncurrent liabilities 418,234 412,999
Commitments and contingencies
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 (1,380) (1,434)
Retained deficit (39,507) (30,604)
Accumulated other comprehensive (loss) (317) (513)
--------- ---------
Total stockholder's equity 40,173 48,826
--------- ---------
Total liabilities and stockholder's equity $ 505,334 $ 515,644
========= =========
<FN>
The accompanying notes are an integral part of these statements.
</FN>
2
BETTER MINERALS & AGGREGATES COMPANY AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Dollars in Thousands)
(Unaudited)
For the Three Months Ended
March 31,
2002 2001
Net sales $ 56,134 $ 58,958
Cost of goods sold 48,228 50,497
Depreciation, depletion and amortization 6,643 8,238
Selling, general and administrative 6,104 5,239
-------- --------
Operating loss (4,841) (5,016)
Interest expense 8,264 9,971
Other income net, including interest income (420) (346)
-------- --------
Loss before income taxes (12,685) (14,641)
Benefit for income taxes (3,782) (6,685)
-------- --------
Net loss $ (8,903) $ (7,956)
======== ========
<FN>
The accompanying notes are an integral part of these statements.
</FN>
3
BETTER MINERALS & AGGREGATES COMPANY AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDER'S EQUITY
(Dollars in Thousands)
(Unaudited)
Accumulated Other Comprehensive Loss
Additional Loans to Unrealized Minimum Total
Common Paid-In Retained Related Loss on Pension Stockholder's
Stock Capital Deficit Party Derivatives Liability Total Equity
----- ------- ------- ----- ----------- --------- ----- ------
Balance December 31, 2000 $ $ 81,377 $(26,560) $ (1,507) $ $ (94) $ (94) $ 53,216
Comprehensive income, net of income taxes:
Net loss (7,956) (7,956)
Unrealized holding loss on derivatives (116) (116) (116)
--------
Total comprehensive loss (8,072)
Loans to related party 74 74
........ ........ ........ ...... ........
Balance March 31, 2001 $ -- $ 81,377 $(34,516) $ (1,433) $ (116) $ (94) $ (210) $ 45,218
======== ======== ======== ======== ======== ======== ====== ========
Balance December 31, 2001 $ $ 81,377 $(30,604) $ (1,434) $ (499) $ (14) $ (513) 48,82
Comprehensive income, net of income taxes:
Net loss (8,903) (8,903)
Unrealized holding gain on derivatives 196 196 196
--------
Total comprehensive loss (8,707)
Loans to related party 54 54
........ ........ ........ ...... ........
Balance March 31, 2002 $ -- $ 81,377 $(39,507) $ (1,380) $ (303) $ (14) $ (317) $ 40,173
======== ======== ======== ======== ======== ======== ====== ========
<FN>
The accompanying notes are an integral part of these statements.
</FN>
4
BETTER MINERALS & AGGREGATES COMPANY AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Dollars in Thousands)
(Unaudited)
For the Three Months Ended
March 31,
2002 2001
---- ----
Cash flows from operating activities:
Net loss $ (8,903) $ (7,956)
Adjustments to reconcile net (loss) to cash flows from operations:
Depreciation, depletion and amortization 6,554 7,863
Debt issuance amortization 449 1,020
Deferred income taxes 352 (6,785)
Disposal of property, plant and equipment (gain) loss 18 (197)
Other (495) 688
Changes in assets and liabilities, net of the effects from disposed company:
Trade receivables 5,826 3,096
Non-trade receivables 160 209
Receivable from/payable to parent (109) 53
Inventories (1,005) (473)
Prepaid expenses and other current assets (295) 169
Accounts payable and accrued liabilities (346) (1,038)
Accrued interest (4,977) (5,204)
Income taxes (4,120) 1,085
-------- --------
Net cash used for operating activities (6,891) (7,470)
Cash flows from investing activities:
Capital expenditures (2,358) (4,007)
Proceeds from sale of property, plant and equipment 156 500
Loans to related party 54 74
-------- --------
Net cash used for investing activities (2,148) (3,433)
Cash flows from financing activities:
Increase (decrease) in book overdraft (2,708) (883)
Repayment of long-term debt (2,759) (2,177)
Net revolver credit agreement facility 12,750 13,550
Principal payments on capital lease obligations (195) (10)
-------- --------
Net cash provided by financing activities 7,088 10,480
Net decrease in cash (1,951) (423)
Cash and cash equivalents, beginning of period 2,493 860
Cash and cash equivalents, ending of period $ 542 $ 437
Schedule of noncash financing activities:
Assets acquired by entering into capital lease obligations $ 332 $ --
<FN>
The accompanying notes are an integral part of these statements.
</FN>
5
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 2001 Annual Report
on Form 10-K for the year ended December 31, 2001 (the "Form 10-K").
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 March 31, 2002 and December 31, 2001, inventory consisted of the following:
March 31, December 31,
(In thousands) 2002 2001
---- ----
Supplies (net of $246 and $266 obsolescence reserve) $11,871 $ 11,783
Raw materials and work in process 5,551 4,707
Finished goods 14,362 14,290
------ ------
$31,785 $ 30,780
======= ========
3. Acquisitions
On March 14, 2002, Better Materials entered into a Lease and Option Agreement
with A&R Limited Partnership for a three-year period. Under this agreement,
Better Materials Corporation obtained all rights, title and interest under
property owned by A&R Limited Partnership to an aggregates operation in Latrobe,
Pennsylvania. The agreement requires Better Materials to pay a monthly amount
for equipment rental and royalties plus a one-time option payment made at the
time of closing. Furthermore, the agreement grants Better Materials the right to
purchase all of the assets of the operation at any time during the three-year
period for a predetermined price less the option payment. The Company expenses
all payments related to the operation of the facility. The option payment is
recorded as an other noncurrent asset on the balance sheet. As of March 31, 2002
the amount included in other noncurrent assets for this option payment totaled
$1 million. If the Company decides not to exercise its option by the end of the
three-year period, this amount will be expensed at this time.
6
4. Segment Information
The Company operates in the industrial minerals and aggregates business segments
which are more fully described in the Form 10-K. Reportable segment information
for the three months ended March 31, 2002 and 2001 was as follows:
Three Months Ended
March 31,
(In thousands) 2002 2001
---- ----
Net sales:
Aggregates $ 17,223 $ 17,096
Industrial Minerals 42,591 46,011
Eliminations (3,680) (4,149)
-------- --------
Total net sales $ 56,134 $ 58,958
======== ========
Operating company income (loss):
Aggregates $ (7,415) $ (7,111)
Industrial Minerals 2,727 2,356
-------- --------
Total operating company income (loss) $ (4,688) $ (4,755)
General corporate (expense) income (153) (261)
-------- --------
Total operating income (loss) $ (4,841) $ (5,016)
======== ========
Depreciation, depletion
and amortization expense:
Aggregates $ 3,173 $ 4,196
Industrial Minerals 3,427 4,026
Corporate 43 16
-------- --------
Total depreciation, depletion, and
amortization expense $ 6,643 $ 8,238
======== ========
Capital expenditures:
Aggregates $ 1,893 $ 3,012
Industrial Minerals 465 995
-------- --------
Total capital expenditures $ 2,358 $ 4,007
======== ========
Asset segment information at March 31, 2002 and December 31, 2001 was as
follows:
March 31, December 31,
(In thousands) 2002 2001
---- ----
Assets:
Aggregates $ 344,888 $ 352,424
Industrial Minerals 173,562 173,396
Corporate 21,105 21,823
Elimination of intersegment receivables (34,221) (31,999)
--------- ---------
Total assets $ 505,334 $ 515,644
========= =========
7
5. Goodwill and Intangible Assets
Effective January 1, 2002 the Company adopted Statement of Financial Accounting
Standards No. 142 (FAS 142), Goodwill and Other Intangible Assets. FAS 142
eliminates goodwill amortization and requires an evaluation of potential
goodwill impairment upon adoption, as well as subsequent annual valuations, or
more frequently if circumstances indicate a possible impairment. Adoption of FAS
142 eliminated annual goodwill amortization expense of approximately $1.2
million. The Company is in the process of evaluating the impact of adopting FAS
142 but does not believe it has a material impairment of goodwill at adoption.
The following tables reflect the gross carrying value and accumulated
amortization of the Company's goodwill and amortizable intangible assets (in
thousands).
March 31, 2002 March 31, 2002
Gross Carrying Value Accumulated Amortization
Goodwill $17,321 $2,583
Non-compete agreements 442 347
Debt issuance costs 15,457 5,340
------ -----
Total $33,220 $8,270
======== ======
December 31, 2001 December 31, 2001
Gross Carrying Value Accumulated Amortization
Goodwill $17,321 $2,583
Non-compete agreements 442 323
Debt issuance costs 15,457 4,891
------ -----
Total $33,220 $7,797
======== ======
For the three months ended March 31,
-----------------------------------
2002 2001
---- ----
Reported net loss $(8,903) $(7,956)
Add back: Goodwill Amortization - 169
-------- -------
Adjusted net loss $(8,903) $(7,787)
======== =======
6. Impact of Recent Accounting Standards
Statement of Financial Accounting Standards No. 143 (FAS 143), Accounting for
Asset Retirement Obligations, was issued in June 2001. FAS 143 establishes
accounting and reporting standards for obligations associated with the
retirement of tangible long-lived assets. FAS 143 is effective for the Company
beginning January 1, 2003 and the Company is evaluating the impact of adopting
this Standard.
Statement of Financial Accounting Standards No. 144 (FAS 144), Accounting for
the Impairment or Disposal of Long-Lived Assets, was issued in August 2001. FAS
144 establishes accounting and reporting standards for impairment of long-lived
assets to be disposed of. FAS 144 is effective for fiscal years beginning after
December 15, 2001, and, accordingly, the Company adopted the standard effective
January 1, 2002. The adoption of FAS 144 did not have a material impact on the
consolidated financial statements.
7. Contingencies
The Company's subsidiary, U.S. Silica Company, has been named as a defendant in
an estimated 905 product liability claims alleging silica exposure in the period
January 1, 2002 to March 31, 2002. U.S. Silica was named as a defendant in 231
similar claims filed in the period of January 1, 2001 to March 31, 2001. U.S.
Silica was also named as defendant in 154 similar claims filed in calendar year
1998, 497 filed in 1999, 610 filed in 2000 and 1,320 filed in 2001. U.S. Silica
has been named as a defendant in similar suits since 1975; in each of the years
1983, 1987, 1995, 1996, 1998, 1999, 2000 and 2001 more than 100 claims were
filed against U.S. Silica. The plaintiffs, who allege that they are employees or
former employees of U.S. Silica's customers, claim that its silica products were
defective or that it acted negligently in selling its silica products without a
warning, or with an inadequate warning. The plaintiffs further claim that these
alleged defects or negligent actions caused them to suffer injuries and sustain
damages as a result of exposure to its products. In almost all cases, the
injuries alleged by the
8
plaintiffs are silicosis or "mixed dust disease," a claim that allows the
plaintiffs to pursue litigation against the sellers of both crystalline silica
and other minerals. There are no pending claims of this nature against any of
the Company's other subsidiaries.
As of March 31, 2002, there were estimated 3,196 silica-related products
liability claims pending in which U.S. Silica is a defendant. Almost all of the
claims pending against U.S. Silica arise out of the alleged use of U.S. Silica
products in foundries or as an abrasive blast media and have been filed in the
states of Texas and Mississippi.
ITT Industries, Inc., successor to a former owner of U.S. Silica, has agreed to
indemnify U.S. Silica for third party silicosis claims (including litigation
expenses) filed against it prior to September 12, 2005 alleging exposure to U.S.
Silica products for the period prior to September 12, 1985, to the extent of the
alleged exposure prior to that date. This indemnity is subject to an annual
deductible of $275,000, which is cumulative and subject to carry-forward
adjustments. The Company fully accrued this deductible on a present value basis
when it acquired U.S. Silica. As of December 31, 2001 and 2000, this accrual
amounted to $1.8 million and $1.7 million, respectively. Pennsylvania Glass Sand
Corporation, predecessor to U.S. Silica, was a named insured on insurance
policies issued to ITT Industries for the period April 1, 1974 to September 12,
1985 and to U.S. Borax (another former owner) for the period September 12, 1985
to December 31, 1985. To date, we have not sought coverage under these policies.
Although we cannot provide any assurance, coverage under these policies may be
available to us. Ottawa Silica Company (a predecessor that merged into U.S.
Silica in 1987) had insurance coverage on an occurrence basis prior to July 1,
1985.
On April 20, 2001, in an action pending in Beaumont, Texas (Donald Tompkins et
al v. American Optical Corporation et al), a jury rendered a verdict against
Ottawa Silica Company and Pennsylvania Glass Sand Corporation, predecessors to
U.S. Silica, in the amount of $7.5 million in actual damages. On June 1, 2001,
the trial judge entered judgment on the verdict against U.S. Silica in the
amount of $5,928,000 in actual damages (the verdict of $7.5 million, less
credits for other settlements), approximately $464,000 in prejudgment interest
and $40,000 in court costs. In addition, punitive damages were settled for
$600,000.
In light of the facts entered into evidence relating to the timing of the
exposure, the Company believes that the entire judgment and settlements of the
Tompkins action are covered by a combination of Ottawa Silica Company's
insurance coverage and the current indemnity agreement of ITT Industries, in
each case, discussed above. After the judgment was entered by the trial judge
and upon the posting of a bond, U.S. Silica filed an immediate appeal to the
appropriate appellate court in Texas. Based on advice of counsel, it is believed
that there were meritorious grounds to file the appeal and that a reversal and
remand of the case is probable.
It is likely that there will continue to be silica-related product liability
claims filed against U.S. Silica, including claims that allege silica exposure
for periods after January 1, 1986. The Company cannot guarantee that our current
indemnity agreement with ITT Industries (which currently expires in 2005 and in
any event only covers alleged exposure to U.S. Silica products for the period
prior to September 12, 1985), or potential insurance coverage (which, in any
event, only covers periods prior to January 1, 1986) will be adequate to cover
any amount for which U.S. Silica may be found liable in such suits. Any such
claims or inadequacies of the ITT Industries indemnity or insurance coverage
could have a material adverse effect in future periods on the consolidated
financial position, results of operations or cash flows of the Company, if such
developments occur.
U.S. Silica records amounts for product liability claims based on estimates of
its portion of the cost to be incurred for all pending product liability claims
and estimates based on the present value of an incurred but not reported
liability for unknown claims for exposures that occurred before 1976, when it
began warning its customers and their employees of the health effects of
crystalline silica. Estimated amounts recorded are net of any expected
recoveries from insurance policies or the ITT Industries indemnity. The amounts
recorded for product liability claims are estimates, which are reviewed
periodically by management and legal counsel and adjusted to reflect additional
information when available. The process of estimating and recording amounts for
product liability claims is imprecise and based on a variety of assumptions some
of which, while reasonable at the time, may prove to be inaccurate. As of March
31, 2002 and December 31, 2001, we had recorded as an other noncurrent liability
$5.1 million and $4.6 million, respectively, for product liability claims.
8. 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
9
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.
9. Debt Covenants
The Company believes, based on its calendar year 2002 forecast, that it will be
in compliance with the amended leverage ratio and interest coverage ratio
covenants contained in the credit agreement throughout calendar year 2002. In
the event that the Company does not substantively achieve its 2002 forecast, it
will be necessary to seek further amendments to the senior credit agreement
covenants. While the Company obtained amendments and waivers under this
agreement in the past, there can be no assurance that future amendments or
waivers will be granted or that such amendments or waivers, if granted, would be
on terms satisfactory to the Company.
10
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 condensed 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
Annual Report on Form 10-K for the year ended December 31, 2001. 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 industrial silica,
in the eastern and midwestern United States. We also mine, process and market
aggregates and produce and market hot mixed asphalt in certain parts of
Pennsylvania and New Jersey. We are a holding company that conducts
substantially all our operations through our subsidiaries. Our end use markets
for our silica products include container glass, fiberglass, specialty glass,
flat glass, fillers and extenders, 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 and concrete products. We also use our aggregates to
produce hot mixed asphalt. We operate a network of 27 production facilities in
14 states. Our industrial minerals business (substantially all the sales of
which consist of silica products) and our aggregates business accounted for 76%
and 24% of our sales, respectively, for the three months ended March 31, 2002.
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.
Critical Accounting Policies
In our opinion, we do not have any individual accounting policy that is critical
to the preparation of our financial statements. Also, in many instances, we must
use an accounting policy or method because it is the only policy or method
permitted under accounting principles generally accepted in the United States.
However, certain accounting policies are more important to the reporting of the
Company's financial position and results of operations. These policies are
discussed in "Management's Discussion and Analysis of Financial Condition and
Results of Operations - Critical Accounting Policies" in our Annual Report on
Form 10-K for the year ended December 31, 2001.
Three Months Ended March 31, 2002 Compared with Three Months Ended March 31,
2001
Sales. Sales decreased $2.8 million, or 4.8%, to $56.1 million in the three
months ended March 31, 2002 from $58.9 million in the three months ended March
31, 2001.
Sales of industrial minerals decreased $3.4 million, or 7.4% to $42.6 million in
the three months ended March 31, 2002 from $46.0 million in the three months
ended March 31, 2001. The primary reason behind the decrease in industrial
minerals sales was a $1.4 million decrease in transportation sales as several
customers have changed their terms with us and now pay these charges directly to
the transportation companies. Excluding all transportation sales, industrial
minerals product sales decreased $2.0 million, or 5.4% to $35.4 million in the
three months ended March 31, 2002 from $37.4 million in the three months ended
March 31, 2001. The primary reasons behind the decrease in product sales were
reduced silica sales to the specialty glass, fiberglass, chemicals and oil & gas
extraction market segments, partially offset by increased silica and aplite
sales to the glass container market segment.
Sales of aggregates increased $0.1 million to $17.2 million in the three months
ended March 31, 2002 from $17.1 million in the three months ended March 31,
2001. Included in aggregates sales are intercompany shipments to our industrial
minerals business that are then resold to customers. These intercompany
shipments are eliminated in consolidation and totaled $3.7 million in the three
months ended March 31, 2002 and $4.1 million in the three months ended March 31,
2001. Excluding the intercompany shipments, net sales of aggregates increased
$0.5 million, or 3.8% to $13.5 million in the three months ended March 31, 2002
from $13.0 million in the three months ended March 31, 2001. The increase in
aggregates sales was primarily due to an increase in stone sales to customers,
partially offset by a decrease in asphalt sales.
11
Cost of Goods Sold. Cost of goods sold decreased $2.3 million, or 4.6%, to $48.2
million in the three months ended March 31, 2002 from $50.5 million in the three
months ended March 31, 2001.
Cost of goods sold for our industrial minerals business decreased $3.9 million,
or 10.8% to $32.3 million in the three months ended March 31, 2002 from $36.2
million in the three months ended March 31, 2001. Included in cost of goods
sold, are the costs of the intercompany shipments from our aggregates business
as noted earlier. The cost of these intercompany shipments are eliminated in
consolidation and decreased $0.4 million to $3.7 million in the three months
ended March 31, 2002 from $4.1 million in the three months ended March 31, 2001.
Excluding the intercompany eliminations, the remaining decrease in cost of goods
sold was primarily due to the decrease in transportation sales noted earlier, a
6.2% decrease in the volume of material sold in the quarter, and a $1.5 million
decrease in the cost of drier fuel.
Cost of goods sold for aggregates increased $1.1 million, or 6.1% to $19.0
million in the three months ended March 31, 2002 from $17.9 million in the three
months ended March 31, 2001. The primary reasons behind the increase in
aggregates cost of goods sold was a 3.0% increase in the volume of material
sold, increased operating costs for outside mining services to remove overburden
material in our stone operations and increases in our planned seasonal repair
and maintenance programs.
Depreciation, Depletion and Amortization. Depreciation, depletion and
amortization decreased $1.6 million, or 19.5%, to $6.6 million in the three
months ended March 31, 2002 from $8.2 million in the three months ended March
31, 2001. This decrease was primarily due to a $0.5 million reduction in
amortization from the completion in 2001 of the amortization period of a five
year non-compete agreement with our former parent, a $0.3 million reduction in
goodwill amortization from the adoption of Statement of Financial Accounting
Standards No. 142, and a $0.6 million reduction in depreciation expense, as
several plant assets were fully depleted in 2001.
Selling, General and Administrative. Selling, general and administrative
expenses increased $0.9 million, or 17.3%, to $6.1 million in the three months
ended March 31, 2002 from $5.2 million in the three months ended March 31, 2001.
This increase was primarily due to a $0.4 million increase in the amounts
provided for product liability claims relating to occupational health claims,
increases in the allowance for doubtful accounts and management bonus accruals
and normal inflationary factors, partially offset by a $0.1 million decrease in
management fees to D. George Harris & Associates.
Operating Loss. Operating loss was $4.8 million in the three months ended March
31, 2002 as compared to $5.0 million in the three months ended March 31, 2001,
due to the factors noted earlier.
Interest (Income) Expense. Interest expense decreased $1.7 million, or 17.0%, to
$8.3 million in the three months ended March 31, 2002 from $10.0 million in the
three months ended March 31, 2001 due primarily to decreased interest rates.
Benefit for Income Taxes. The benefit for income taxes for the three months
ended March 31, 2002 has been limited to the tax benefits expected to be
realizable for the full year, which resulted in an estimated effective tax rate
of approximately 30%. The benefit for income taxes for the three months ended
March 31, 2001 was based on an estimated annual effective tax rate of 46%.
Net Loss. Net loss increased $0.9 million to $8.9 million in the three months
ended March 31, 2002 from $8.0 million in the three months ended March 31, 2001
primarily as a result of the factors noted earlier, and the $2.9 million
reduction in the benefit for income taxes.
12
Liquidity and Capital Resources
Our principal liquidity requirements have historically been to service our debt,
meet our working capital, capital expenditures and mine development expenditure
needs and finance acquisitions. We are a holding company and as such we conduct
substantially all our operations through our subsidiaries. As a holding company,
we are dependent upon dividends or other intercompany transfers of funds from
our subsidiaries to meet our debt service and other obligations, and have
historically met our liquidity and capital investment needs with internally
generated funds, supplemented from time to time by borrowings under our
revolving credit facility. Conversely, we have funded our acquisitions through
borrowings and equity investments. Our total debt as of March 31, 2002 was
$298.1 million and our total stockholder's equity as of that date was $40.2
million, giving us total debt representing approximately 88% of total
capitalization. Our debt level makes us more vulnerable to economic downturns
and adverse developments in our business.
Net cash used in operating activities was $6.9 million for the three months
ended March 31, 2002 compared to $7.5 million for the three months ended March
31, 2001. Cash used in operating activities decreased $0.6 million in the first
quarter of 2002 due primarily to a $2.7 million increase in accounts receivable
collections and decreased interest expense, offset by reduced earnings from our
aggregates business. Cash interest paid in the three months ended March 31, 2002
was $12.7 million, a decrease of $1.4 million from the $14.1 million paid in the
three months ended March 31, 2001, primarily as a result of decreased interest
rates.
Net cash used for investing activities decreased $1.3 million to $2.1 million
for the period ended March 31, 2002 from $3.4 million for the period ended March
31, 2001. This decrease primarily resulted from a $1.6 million decrease in
capital expenditures, offset by a $0.3 million decrease in proceeds from excess
land and property sales.
Cash flow provided by financing activities was $7.1 million for the three months
ended March 31, 2002 as compared to $10.5 million for the three months ended
March 31, 2001. There was a $10.0 million increase in long term debt in the
three months ended March 31, 2002 as compared to a $11.4 million increase in
long term debt in the same period in 2001.
Interest payments on our 13% senior subordinated notes due 2009 ($150 million
outstanding as of March 31, 2002) which are unconditionally and irrevocably
guaranteed, jointly and severally, by each of our subsidiaries, debt service
under our senior secured credit agreement described below, 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.
Under our senior secured credit agreement, as of March 31, 2002, we had $30.1
million outstanding under the tranche A term loan facility (which matures in
September 2005) and $91.0 million outstanding under the tranche B term loan
facility (which matures in September 2007). In addition, this credit agreement
provides us with a $50 million revolving credit facility. The revolving credit
facility was partially drawn for $26.1 million as of March 31, 2002, and $9.2
million was allocated for letters of credit, leaving $14.7 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 agreement is secured by substantially all of our assets,
including our real and personal property, inventory, accounts receivable and
other intangibles. For a further description of our senior secured credit
agreement, including certain restrictions that it imposes upon us and certain
quarterly and annual financial covenants that it requires us to maintain, please
see note 6 to our audited consolidated financial statements included in our
Annual Report on Form 10-K for the year ended December, 31, 2001.
As of March 31, 2002, the total of our future contractual cash commitments,
including the repayment of our debt obligations under our senior secured credit
agreement and our senior subordinated notes, is summarized as follows:
Contractual Cash Obligations Payments Due by Period
(In millions)
Less than After
Total 1 year 1-3 years 4-5 years 5 years
Senior Long-Term Debt (1) $ 147.2 $ 10.6 $ 38.2 $ 98.4 $ --
Subordinated Long-Term Debt 150.0 -- -- -- 150.0
Capital Lease Obligations (2) 3.9 1.0 2.7 0.2 --
Operating Lease Obligations (2)(3)(4) 7.0 2.9 3.9 0.2 --
Other Long-Term Obligations (3) 2.7 0.9 1.4 0.3 0.1
Total Contractual Cash Obligations $ 310.8 $ 15.4 $ 46.2 $ 99.1 $ 150.1
- ----------------------------------
13
(1) For a further description of the annual payment terms for the debt incurred
under our senior secured credit agreement, please see note 6 to our audited
consolidated financial statements included in our Annual Report on Form
10-K for the year ended December 31, 2001.
(2) We are obligated under certain capital and operating leases for railroad
cars, mining properties, mining and processing equipment, office space,
transportation and other equipment. Certain of our operating lease
arrangements include options to purchase the equipment for fair market
value at the end of the original lease term. Ownership of the equipment
under a capital lease transfers to us at the end of the original lease
term. Annual operating and capital lease commitments are presented in more
detail in note 5 to our audited consolidated financial statements included
in our Annual Report on Form 10-K for the year ended December 31, 2001.
(3) In March 2001, we entered into a sublease and option agreement for all
rights, title and interest under leases held, and property owned, of a
Pennsylvania aggregates operation known as the Jim Mountain Quarry. The
original term of this agreement expires in March 2004. Included in our
operating lease obligations is $0.4 million for our annual rental expense,
and included in other long-term obligations is $0.8 million in annual
payments covering an option to purchase the quarry and minimum annual
royalty payments. If we decide not to exercise this option, any related
amounts recorded will be expensed at that time. For a further description
of this agreement, please see note 3 to our audited consolidated financial
statements included in our Annual Report on Form 10-K for the year ended
December 31, 2001.
(4) In March 2002, we entered into a lease and option agreement for all rights,
title and interest under property owned of an aggregates operation located
in Latrobe, Pennsylvania. The original term of this agreement expires in
March 2005. Included in our operating lease obligations is $0.8 million in
annual rental and operating expenses and minimum royalties. For a further
description of this agreement, please see the footnotes to the unaudited
interim condensed consolidated financial statements included in this
Quarterly Report on Form 10-Q.
Capital expenditures totaled $2.4 million in the three months ended March 31,
2002 compared with $4.0 million in the three months ended March 31, 2001. Our
expected capital expenditure requirements for the remainder of 2002 and 2003 are
$12.6 million and $15.0 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 the future performance
of our subsidiaries, which is subject to general economic, financial and other
factors, some of which are beyond our control. We cannot be certain that the
cash earned by our subsidiaries will be sufficient to allow us to pay principal
and interest on our debt and meet out other obligations. We believe, however,
that based on current levels of operations and anticipated growth, cash flow
from operations, together with borrowings under the revolving credit facility,
will be adequate for at least the next twelve months to make required payments
of principal and interest on our debt and fund working capital, mine development
and capital expenditure requirements. 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 in an amount
sufficient to enable us to service our debt or to fund our other liquidity
needs. If we do not have enough cash, we may be required to refinance all or
part of our existing debt, sell assets, borrow more money or raise equity. We
cannot guarantee that we will be able to refinance our debt, sell assets, borrow
more money or raise equity on terms acceptable to us, if at all.
Significant Factors Affecting Our Business
Our Annual Report on Form 10-K contains a description of some of the more
significant factors affecting our business under "Management's Discussion and
Analysis of Financial Condition and Results of Operations - Significant Factors
Affecting Our Business". The following is an update to these significant
factors.
Silica Health Risks and Litigation May Have a Material Adverse Effect on Our
Business. One of our subsidiaries, U.S. Silica, has been named as a defendant in
an estimated 905 product liability claims alleging silica exposure in the period
January 1, 2002 to March 31, 2002. U.S. Silica was named as a defendant in 231
similar claims filed in the period of January 1, 2001 to March 31, 2001. U.S.
Silica was also named as defendant in 154 similar claims filed in calendar year
1998, 497 filed in 1999, 610 filed in 2000 and 1,320 filed in 2001. U.S. Silica
has been named as a defendant in similar suits since 1975; in each of the
14
years 1983, 1987, 1995, 1996, 1998, 1999, 2000 and 2001 more than 100 claims
were filed against U.S. Silica. The plaintiffs, who allege that they are
employees or former employees of our customers, claim that our silica products
were defective or that we acted negligently in selling our silica products
without a warning, or with an inadequate warning. The plaintiffs further claim
that these alleged defects or negligent actions caused them to suffer injuries
and sustain damages as a result of exposure to our products. In almost all
cases, the injuries alleged by the plaintiffs are silicosis or "mixed dust
disease," a claim that allows the plaintiffs to pursue litigation against the
sellers of both crystalline silica and other minerals. There are no pending
claims of this nature against any of our other subsidiaries.
As of March 31, 2002, there were estimated 3,196 silica-related products
liability claims pending in which U.S. Silica is a defendant. Almost all of the
claims pending against U.S. Silica arise out of the alleged use of U.S. Silica
products in foundries or as an abrasive blast media and have been filed in the
states of Texas and Mississippi.
ITT Industries, Inc., successor to a former owner of U.S. Silica, has agreed to
indemnify U.S. Silica for third party silicosis claims (including litigation
expenses) filed against it prior to September 12, 2005 alleging exposure to U.S.
Silica products for the period prior to September 12, 1985, to the extent of the
alleged exposure prior to that date. This indemnity is subject to an annual
deductible of $275,000, which is cumulative and subject to carry-forward
adjustments. The Company fully accrued this deductible on a present value basis
when it acquired U.S. Silica. As of December 31, 2001 and 2000, this accrual
amounted to $1.8 million and $1.7 million, respectively. Pennsylvania Glass Sand
Corporation, predecessor to U.S. Silica, was a named insured on insurance
policies issued to ITT Industries for the period April 1, 1974 to September 12,
1985 and to U.S. Borax (another former owner) for the period September 12, 1985
to December 31, 1985. To date, we have not sought coverage under these policies.
Although we cannot provide any assurance, coverage under these policies may be
available to us. Ottawa Silica Company (a predecessor that merged into U.S.
Silica in 1987) had insurance coverage on an occurrence basis prior to July 1,
1985.
On April 20, 2001, in an action pending in Beaumont, Texas (Donald Tompkins et
al v. American Optical Corporation et al), a jury rendered a verdict against
Ottawa Silica Company and Pennsylvania Glass Sand Corporation, predecessors to
U.S. Silica, in the amount of $7.5 million in actual damages. On June 1, 2001,
the trial judge entered judgment on the verdict against U.S. Silica in the
amount of $5,928,000 in actual damages (the verdict of $7.5 million, less
credits for other settlements), approximately $464,000 in prejudgment interest
and $40,000 in court costs. In addition, punitive damages were settled for
$600,000.
In light of the facts entered into evidence relating to the timing of the
exposure, we believe that the entire judgment and settlements of the Tompkins
action are covered by a combination of Ottawa Silica Company's insurance
coverage and the current indemnity agreement of ITT Industries, in each case,
discussed above. After the judgment was entered by the trial judge and upon the
posting of a bond, we filed an immediate appeal to the appropriate appellate
court in Texas. Based on advice of counsel, we believe that there were
meritorious grounds to file the appeal and that a reversal and remand of the
case is probable.
It is likely that we will continue to have silica-related product liability
claims filed against us, including claims that allege silica exposure for
periods after January 1, 1986. We cannot guarantee that our current indemnity
agreement with ITT Industries (which currently expires in 2005 and in any event
only covers alleged exposure to U.S. Silica products for the period prior to
September 12, 1985), or potential insurance coverage (which, in any event, only
covers periods prior to January 1, 1986) will be adequate to cover any amount
for which we may be found liable in such suits. Any such claims or inadequacies
of the ITT Industries indemnity or insurance coverage could have a material
adverse effect in future periods on our consolidated financial position, results
of operations or cash flows, if such developments occur.
We record amounts for product liability claims based on estimates of our portion
of the cost to be incurred for all pending product liability claims and
estimates based on the present value of an incurred but not reported liability
for unknown claims for exposures that occurred before 1976, when we began
warning our customers and their employees of the health effects of crystalline
silica. Estimated amounts recorded are net of any expected recoveries from
insurance policies or the ITT Industries indemnity. The amounts recorded for
product liability claims are estimates, which are reviewed periodically by
management and legal counsel and adjusted to reflect additional information when
available. The process of estimating and recording amounts for product liability
claims is imprecise and based on a variety of assumptions some of which, while
reasonable at the time, may prove to be inaccurate. As of March 31, 2002 and
December 31, 2001, we had recorded as an other noncurrent liability $5.1 million
and $4.6 million, respectively, for product liability claims.
15
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;
(7) difficulties in, and unanticipated expense of, assimilating newly-acquired
businesses; (8) fluctuations in prices for, and availability of, transportation,
power, petroleum based products and other energy products; (9) unfavorable
weather conditions; (10) regulatory compliance, including compliance with
environmental and silica exposure regulations, by us and our customers; (11)
litigation affecting our customers; (12) product liability litigation by our
customers' employees affecting us; (13) changes in the demand for our products
due to the availability of substitutes for products of our customers; (14) labor
unrest; and (15) interest rate changes and changes in financial markets
generally.
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 Annual Report on Form 10-K for the
year ended December 31, 2001. This information has not changed materially in the
interim period since December 31, 2001.
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 "Management's Discussion and Analysis of Financial
Condition and Results of Operations - Significant Factors Affecting Our Business
- - Silica Health Risks and Litigation May Have a Material Adverse Effect on Our
Business" in our Annual Report on Form 10-K for the year ended December, 31,
2001 and in this Quarterly Report on Form 10-Q. 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.
16
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.
May 15, 2002 Better Minerals & Aggregates Company
By: /s/ Gary E. Bockrath
-----------------------------
Name: Gary E. Bockrath
Title: Vice President and Chief Financial Officer
17