Notes to Financial Statements | |
| 6 Months Ended
Jun. 30, 2009
USD / shares
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Notes to Financial Statements [Abstract] | |
1. Nature of Operations |
1. Nature of Operations
Bucyrus International, Inc. (the Company) is a leading designer, manufacturer and marketer of high productivity mining equipment for surface and underground mining. The Company operates in two business segments: surface mining and underground mining. Major markets for the surface mining industry are copper, coal, oil sands and iron ore. The major market for the underground mining industry is coal. Most of the Companys surface mining customers are large multinational corporations with operations in the various major surface mining markets throughout the world. Most of the Companys underground mining customers are multinational coal mining corporations but tend to be smaller in size than the Companys surface mining customers. The Company has more customers overall in its underground mining segment than in its surface mining segment. In addition to the manufacture of original equipment, an important part of the Companys business consists of aftermarket sales, such as supplying parts, maintenance and repair services and technical advice, as well as refurbishing and relocating older, installed original equipment. The Company has manufacturing facilities in Australia, China, Germany, Poland and the United States and service and sales centers in Australia, Brazil, Canada, Chile, China, the Czech Republic, England, Germany, India, Mexico, Peru, Russia, South Africa and the United States. |
2. Basis of Presentation |
2. Basis of Presentation
In the opinion of Company management, the consolidated condensed financial statements contain all adjustments necessary to present fairly the financial results for all periods presented. Certain items are included in these statements based on estimates for the entire year. Actual results in future periods may differ from the estimates.
Certain notes and other information have been condensed or omitted from these interim consolidated condensed financial statements. Therefore, these statements should be read in conjunction with the Companys Annual Report on Form 10-K filed with the Securities and Exchange Commission on March2, 2009. |
3. Derivative Financial Instruments |
3. Derivative Financial Instruments
On January1, 2009, the Company adopted Statement of Financial Accounting Standards (SFAS) No.161, Disclosure about Derivative Instruments and Hedging Activities (SFAS 161), which requires enhanced disclosures regarding an entitys derivatives and hedging activities.
The Company enters into certain derivative financial instruments to mitigate foreign exchange rate risk of specific foreign currency denominated transactions and manage and preserve the economic value of cash flows in non-functional currencies. The Company also enters into certain derivative financial instruments to mitigate interest rate risk. The Company has designated substantially all of these contracts as either cash flow hedges or fair value hedges in accordance with SFAS No.133, Accounting for Derivative Instruments and Hedging Activities (SFAS 133). The Company does not use derivative financial instruments for trading or other speculative purposes.
The contractual amounts of the Companys outstanding foreign currency forward contracts at June30, 2009, by currency, were as follows:
Buy Sell
(Dollars in thousands)
United States dollar $ 18,342 $ 32,811
Australian dollar 11,886 3,073
Brazilian real 2,551 2,551
British pounds sterling 16,287 810
Chilean peso 1,699
Czech koruna 3,230
Euro 231,496 302
Peruvian sol 6,693
Polish zloty 1,701
Russian ruble 2,374
South African rand 1,644
$ 283,792 $ 53,658
Based upon June30, 2009 exchange rates, all of the Companys outstanding contracts were recorded at fair value.
The Company conducts its business on a multinational basis in a wide variety of foreign currencies and hedges foreign currency exposures arising from various receivables, liabilities and expected inventory purchases. Derivative instruments that are utilized to hedge the foreign currency risk associated with anticipated inventory purchases in foreign currencies are designated as cash flow hedges. Gains and losses on these instruments, to the extent that they have been effective, are deferred in accumulated other comprehensive income (loss) and recognized in earnings when the related inventory is sold. Ineffectiveness related to these hedge instruments that was recorded in the consolidated condensed statements of earnings consisted of income of $0.8 million and losses of $3.4 million for the quarter and six months ended June30, 2009, respectively. The maturity of these instruments generally does not exceed 24 months. The consolidated condensed statements of earnings also includes $0.2 million of gains and $3.8 million of losses for the quarter and six months ended June30, 2009, respectively, as a result of the discontinuance of cash flow hedges because the original forecasted transaction did not occur within the original specified time period or within an additional two-month period of time thereafter. The accumulated other comprehensive loss, net of tax, related to foreign currency forward contracts was $10.0 million at Jun |
4. Comprehensive Income (Loss) |
4. Comprehensive Income (Loss)
SFAS No.130, Reporting Comprehensive Income, requires the reporting of comprehensive income (loss) in addition to net income (loss). Comprehensive income (loss) is a more inclusive financial reporting method that includes disclosure of financial information that historically has not been recognized in the calculation of net income (loss). The Company reports comprehensive income (loss) and accumulated other comprehensive loss in the Consolidated Statements of Common Stockholders Investment. Accumulated other comprehensive loss, net of income taxes, was as follows:
June30, 2009 December31, 2008
(Dollars in thousands)
Currency translation adjustments $ 3,335 $ (31,221 )
Pension and postretirement benefit unrecognized costs (34,240 ) (35,033 )
Derivative fair value adjustment (12,921 ) (30,704 )
Accumulated other comprehensive loss $ (43,826 ) $ (96,958 )
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5. Inventories |
5. Inventories
Inventories consisted of the following:
June30, 2009 December31, 2008
(Dollars in thousands)
Raw materials and parts $ 97,099 $ 103,586
Work in process 236,568 242,224
Finished products (primarily replacement parts) 356,019 270,900
$ 689,686 $ 616,710
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6. Goodwill and Intangible Assets |
6. Goodwill and Intangible Assets
Intangible assets consisted of the following:
June30, 2009 December31, 2008
Gross Carrying Amount Accumulated Amortization Gross Carrying Amount Accumulated Amortization
(Dollars in thousands)
Amortized intangible assets:
Technology $ 118,588 $ (21,346 ) $ 115,580 $ (15,972 )
Customer relationships 115,145 (12,219 ) 115,400 (9,333 )
Engineering drawings 25,500 (15,006 ) 25,500 (14,369 )
Other 5,855 (4,721 ) 5,855 (4,646 )
$ 265,088 $ (53,292 ) $ 262,335 $ (44,320 )
Unamortized intangible assets Trademarks/Trade names $ 12,436 $ 12,436
Changes in the carrying amount of goodwill for the six months ended June30, 2009 were as follows:
Surface Mining Underground Mining
(Dollars in thousands)
Balance at January1, 2009 $ 47,306 $ 282,905
Currency translation 4,844
Balance at June30, 2009 $ 47,306 $ 287,749
The estimated future amortization expense of intangible assets as of June30, 2009 was as follows (dollars in thousands):
2009 (remaining six months) $ 8,969
2010 17,938
2011 17,938
2012 17,938
2013 17,938
2014 17,938
Future 113,137
$ 211,796
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7. Long-Term Debt and Financing Arrangements |
7. Long-Term Debt and Financing Arrangements
The Companys credit facilities include a secured revolving credit facility of $357.5 million, an unsecured German revolving credit facility of 65.0million, each of which mature on May4, 2012, and a term loan facility of $400.0 million plus 75.0million with a maturity date of May4, 2014. The entire secured revolving credit facility may be used for letters of credit. At June30, 2009 and December31, 2008, the Company classified the entire secured revolving credit facility balance of $83.0 million and $55.2 million, respectively, as current maturities of long-term debt and short-term obligations because it intended to repay the outstanding balance within 12 months.
At June30, 2009, the Company had $83.0 million outstanding under its secured revolving credit facility at a weighted average interest rate of 2.6%. The amount potentially available for borrowing under the secured revolving credit facility at June30, 2009 was $201.7 million, after taking into account $72.8 million of issued letters of credit. The Company had no borrowing under its unsecured German credit facility at June30, 2009. The amount potentially available for borrowing under the unsecured German credit facility at June30, 2009 was $57.8 million (41.2 million), after taking into account $33.4 million (23.8 million) of issued letters of credit. At June30, 2009, the Company had borrowings of $497.2 million ($393.0 million plus 73.7 million) under its term loan facility. To manage a portion of its exposure to changes in LIBOR-based interest rates, the Company has entered into interest rate swap agreements that effectively fix the interest payments on $474.0 million ($375.0 million plus 70.0 million) of outstanding borrowings under its term loan facility at a weighted average interest rate of 3.4%, plus the applicable spread. The remaining $23.2 million of outstanding term loan borrowings at June 30, 2009 were at a weighted average interest rate of 2.5%, plus the applicable spread. |
8. Common Stockholders' Investment |
8. Common Stockholders Investment
On April30, 2008, the Companys stockholders approved an amendment to the Companys Amended and Restated Certificate of Incorporation increasing the number of authorized shares of common stock from 75million to 200 million. Also on April30, 2008, the Company announced a two-for-one split of its common stock in the form of a 100% stock dividend. The stock dividend was paid on May27, 2008 to stockholders of record on May13, 2008 and the Companys common stock began trading on a split-adjusted basis on May28, 2008. All previously reported net earnings per share and number of shares in the accompanying consolidated condensed financial statements and notes thereto have been adjusted to reflect this stock split.
At June30, 2009, the Companys issued and outstanding shares consisted only of common stock. Holders of common stock are entitled to one vote per share on all matters to be voted on by the Companys common stockholders. |
9. Stock-Based Compensation |
9. Stock-Based Compensation
The Company recognizes compensation expense for nonvested shares, stock appreciation rights (SARs) and stock options over the requisite service period for vesting of the award. Total stock-based compensation expense included in the Companys Consolidated Condensed Statements of Earnings was $2.6 million and $5.0 million for the quarter and six months ended June30, 2009, respectively, and $2.2 million and $4.0 million for the quarter and six months ended June30, 2008, respectively.
During the first six months of 2009, the Company granted nonvested shares to certain employees pursuant to the Bucyrus International, Inc. Omnibus Incentive Plan 2007 (the Omnibus Plan). These shares fully cliff vest on December31, 2012. Nonvested share activity during the six months ended June30, 2009 was as follows:
Numberof Shares Weighted-Average Grant Date Fair Value
Nonvested at January 1, 2009 206,688 $ 31.59
Granted 296,150 $ 13.53
Forfeited (5,000 ) $ 24.50
Vested
Nonvested at June 30, 2009 497,838 $ 20.92
Compensation expense related to nonvested shares was $1.0 million and $1.8 million for the quarter and six months ended June30, 2009, respectively, and $0.8 million and $1.6 million for the quarter and six months ended June30, 2008, respectively. At June30, 2009, there was $6.0 million of unrecognized compensation expense related to nonvested share grants. This cost is expected to be recognized over a weighted-average period of approximately 2.5 years. The grant date fair value was based on the fair market value of the Companys common stock on the date of grant. At June30, 2009, the Company expected approximately 425,000 shares to vest and these shares had an aggregate intrinsic value of $12.1 million and a weighted-average remaining contractual term of 2.5 years.
Premium nonvested shares granted pursuant to the Omnibus Plan partially vest if specific performance levels are attained by the Company. Any premium nonvested shares credited to employees will fully cliff vest on December31, 2009, provided the employee remains employed by the Company until such date. Premium nonvested share activity during the six months ended June30, 2009 was as follows:
Numberof Shares Weighted-Average Grant Date Fair Value
Nonvested at January 1, 2009 178,498 $ 21.72
Granted
Forfeited (3,600 ) $ 28.50
Vested
Nonvested at June 30, 2009 174,898 $ 21.47
Compensation expense related to premium nonvested shares was $0.1 million and $0.3 million for the quarter and six months ended June30, 2009, respectively, and $0.2 million and $0.3 million for the quarter and six months ended June30, 2008, respectively. At June30, 2009, there was $0.3 million of unrecognized compensation expense related to premium nonvested share grants. This cost is expected to be recognized in 2009. The grant date fair value was based on the fair market value of the Companys common stock on the date of grant. At June30, 2009, the Company expected 174,89 |
10. Pension Benefits |
10. Pension Benefits
Pension expense consisted of the following:
Pension Benefits
QuarterEndedJune30, SixMonthsEndedJune30,
2009 2008 2009 2008
(Dollars in thousands)
Service cost $ 1,298 $ 549 $ 2,597 $ 1,094
Interest cost 3,155 2,268 6,236 4,489
Expected return on assets (1,675 ) (800 ) (3,350 ) (1,600 )
Amortization of:
Prior service cost 125 (25 ) 250 (50 )
Actuarial loss 524 150 1,053 300
Net periodic benefit cost $ 3,427 $ 2,142 $ 6,786 $ 4,233
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11. Net Earnings Per Share |
11. Net Earnings Per Share
The reconciliation of the numerators and the denominators of the basic and diluted net earnings per share of common stock calculations for the quarters and six months ended June30, 2009 and 2008 was as follows:
Quarter Ended June30, Six Months Ended June30,
2009 2008 2009 2008
(Dollar in thousands, except per share amounts)
Net earnings $ 82,280 $ 62,317 $ 139,181 $ 103,398
Weighted average shares outstanding 74,453,660 74,342,810 74,452,561 74,333,624
Basic net earnings per share: $ 1.11 $ 0.84 $ 1.87 $ 1.39
Weighted average shares outstanding 74,453,660 74,342,810 74,452,561 74,333,624
Effect of dilutive stock options, nonvested shares, stock appreciation rights and performance shares 1,558,415 929,625 1,034,528 905,358
Weighted average shares outstanding diluted (1) 76,012,075 75,272,435 75,487,089 75,238,982
Diluted net earnings per share $ 1.08 $ 0.83 $ 1.84 $ 1.37
(1) Grants of nonvested shares and stock appreciation rights representing approximately an additional 500,000 shares and 880,000 shares for the quarter and six months ended June30, 2009, respectively, were outstanding but were not included in the computation of diluted net earnings per share because their effect would have been antidilutive.
Effective January1, 2009, the Company adopted Financial Accounting Standards Board (FASB) Staff Position EITF03-6-1, Determining Whether Instruments Granted in Share-Based Payment Transactions Are Participating Securities (FSP EITF03-6-1). FSP EITF03-6-1 addresses whether instruments granted in share-based payment transactions are participating securities prior to vesting and, therefore, need to be included in the earnings allocation in computing earnings per share under the two-class method as described in SFAS No.128, Earnings per Share. Under the guidance of FSP EITF03-6-1, unvested share-based payment awards that contain nonforfeitable rights to dividends or dividend equivalents, whether paid or unpaid, are participating securities and shall be included in the computation of earnings-per-share pursuant to the two-class method. The Companys awards do not have nonforfeitable rights to dividends or dividend equivalents; therefore, the adoption of FSP EITF 03-6-1 did not have any impact on the Companys financial position or results of operations. |
12. Segment Information |
12. Segment Information
The Company has two reportable segments, surface mining and underground mining, which are based on the internal organization used by management for making operating decisions, measuring and evaluating financial performance, and allocating resources, as well as based on the similarity of customers served, distinctive products and services, common use of facilities and economic results attained.
The accounting policies of the Companys segments are the same as those described in NoteA to the Companys 2008 consolidated financial statements. The operating earnings for each segment do not include interest expense, other expense and a provision for income taxes. Corporate expenses consist primarily of costs related to employees who provide services across both of the Companys segments. There are no significant intersegment sales. Identifiable assets are those used in the operations of each segment.
Segment information for the quarters and six months ended June30, 2009 and 2008 was as follows:
Quarter Ended June30, 2009
Sales Operating Earnings Depreciation and Amortization Capital Expenditures Total Assets
(Dollars in thousands)
Surface mining $ 356,042 $ 81,205 $ 5,591 $ 9,682 $ 1,109,720
Underground mining 368,394 55,169 8,608 3,454 1,548,050
Total operations 724,436 136,374 14,199 13,136 2,657,770
Corporate (7,768 )
Consolidated total $ 724,436 128,606 14,199 $ 13,136 $ 2,657,770
Interest income (844 )
Interest expense 6,662
Other expense 618 795
Earnings before income taxes $ 122,170 $ 14,994
Quarter Ended June30, 2008
Sales Operating Earnings Depreciation and Amortization Capital Expenditures Total Assets
(Dollars in thousands)
Surface mining $ 301,779 $ 64,259 $ 5,488 $ 18,654 $ 978,881
Underground mining 319,229 44,298 8,790 4,488 1,358,026
Total operations 621,008 108,557 14,278 23,142 2,336,907
Corporate (8,813 )
Consolidated total $ 621,008 99,744 14,278 $ 23,142 $ 2,336,907
Interest income (1,929 )
Interest expense 8,512
Other expense 769 769
Earnings before income taxes $ 92,392 $ 15,047
Six Months Ended June30, 2009
Sales Operating Earnings Depreciation and Amortization Capital Expenditures Total Assets
(Dollars in thousands)
Surface mining $ 667,045 $ 1 |
13. Contingencies |
13. Contingencies
Environmental, product warranty and liability and legal matters as of June30, 2009 were as follows:
Environmental
The Companys operations and properties are subject to a broad range of federal, state, local and foreign laws and regulations relating to environmental matters, including laws and regulations governing discharges into the air and water, the handling and disposal of solid and hazardous substances and wastes, and the remediation of contamination associated with releases of hazardous substances at the Company's facilities and at off-site disposal locations. These laws are complex, change frequently and have tended to become more stringent over time. Future events, such as required compliance with more stringent laws or regulations, more vigorous enforcement policies of regulatory agencies or stricter or different interpretations of existing laws, could require additional expenditures by the Company, which may be material.
Environmental problems have not interfered in any material respect with the Company's manufacturing operations to date. The Company believes that its compliance with statutory requirements respecting environmental quality will not have a material adverse effect on its financial position, results of operations or cash flows, although no assurance to that effect can be given. The Company has an ongoing program to proactively address potential environmental problems.
Certain environmental laws, such as the Federal Comprehensive Environmental Response, Compensation and Liability Act (CERCLA), provide for strict, joint and several liability for investigation and remediation of spills and other releases of hazardous substances. Such laws may apply to conditions at properties currently or formerly owned or operated by an entity or its predecessors, as well as to conditions at properties at which wastes or other contamination attributable to an entity or its predecessors come to be located.
The Company has previously been named as a potentially responsible party under CERCLA and analogous state laws at other sites throughout the United States. The Company believes it has determined its remediation liabilities with respect to the sites discussed above and does not believe that any such remaining liabilities, if any, either individually or in the aggregate, will have a material adverse effect on its financial position, results of operations or cash flows, although no assurance to that effect can be given. The Company may incur additional liabilities with respect to these sites in the future, the costs of which could be material, and may incur remediation liability in the future with respect to sites formerly or currently owned or operated by the Company or with respect to off-site disposal locations, the costs of which could be material.
Over the past three years, expenditures for ongoing compliance, remediation, monitoring and cleanup have been immaterial. The Company believes that expenditures for compliance and remediation will not have a material adverse effect on its financial position, results of operations or cash flows, although no assurance to that effect can be given.
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14. Fair Value Measurements |
14. Fair Value Measurements
On January1, 2008, the Company adopted SFAS No.157, Fair Value Measurements (SFAS 157), which establishes a framework for measuring fair value and expands disclosure about such fair value measurements. SFAS 157 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. SFAS 157 classifies the inputs used to measure the fair value into the following hierarchy:
Level1 Unadjusted quoted prices in active markets for identical assets or liabilities
Level2 Unadjusted quoted prices in active markets for similar assets or liabilities, or
Unadjusted quoted prices for identical or similar assets or liabilities in markets that are not active, or
Inputs other than quoted prices that are observable for the assets or liabilities
Level3 Unobservable inputs for the assets or liabilities
The Company has determined that its financial assets and liabilities are level 2 in the fair value hierarchy. The Companys financial assets and liabilities that were accounted for at fair value at June30, 2009 were as follows (dollars in thousands):
Assets:
Foreign currency exchange contracts (1) $ 8,179
Interest rate swaps (2) 2,875
Total assets at fair value $ 11,054
Liabilities:
Foreign currency exchange contracts (1) $ 13,324
Interest rate swaps (2) 10,743
Total liabilities at fair value $ 24,067
(1) Based on observable market transactions of forward currency prices.
(2) Based on observable market transactions of forward LIBOR or EURIBOR rates. |
15. Subsequent Events |
15. Subsequent Events
The Company has evaluated subsequent events after the balance sheet date through August10, 2009, the financial statements issuance date, for appropriate accounting and disclosure. |
16. Recent Accounting Pronouncements |
16. Recent Accounting Pronouncements
In December 2007, the FASB issued SFAS No.141 (revised 2007), Business Combinations (SFAS 141(R)), which provides revised guidance on how acquirers recognize and measure the consideration transferred, assets acquired, liabilities assumed, noncontrolling interests, and goodwill acquired at their fair values as of that date. SFAS 141(R) is effective, on a prospective basis, for fiscal years beginning after December15, 2008. Effective January1, 2009, the Company is accounting for business combinations in accordance with SFAS 141(R). Its adoption did not have a material effect on the Companys financial position or results of operations for the quarter and six months ended June30, 2009.
In May 2009, the FASB issued SFAS No.165, Subsequent Events (SFAS 165), which provides guidance on managements assessment of subsequent events. SFAS 165 establishes general standards of accounting for and disclosure of events that occur after the balance sheet date but before financial statements are issued or are available to be issued. In particular, SFAS 165 outlines (i)the period after the balance sheet date during which management of a reporting entity should evaluate events or transactions that may occur for potential recognition or disclosure in the financial statements, (ii)the circumstances under which an entity should recognize events or transactions occurring after the balance sheet date in its financial statements and (iii)the disclosures that an entity should make about events or transactions that occurred after the balance sheet date. SFAS 165 is effective prospectively for interim or annual financial periods ending after June15, 2009. The Company adopted SFAS 165 in June 2009 and it did not have a material effect on the Companys financial position or results of operations.
In June 2009, the FASB issued SFAS No. 168, The FASB Accounting Standards Codification and the Hierarchy of Generally Accepted Accounting Principles a replacement of FASB Statement No. 162 (SFAS 168). SFAS 168 establishes the FASB Accounting Standards Codification (Codification) as the source of authoritative accounting principles recognized by the FASB to be applied by nongovernmental entities in the preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (GAAP). SFAS 168 is effective for financial statements issued for interim and annual periods ending after September 15, 2009. The adoption of this statement will not have a material effect on the Companys financial position or results of operations.
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