UNITED STATES
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 June 30, 2000
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from __________ to __________
Commission file number 1-871
BUCYRUS INTERNATIONAL, INC.
(Exact Name of Registrant as Specified in its Charter)
DELAWARE 39-0188050
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
P. O. BOX 500
1100 MILWAUKEE AVENUE
SOUTH MILWAUKEE, WISCONSIN
53172
(Address of Principal Executive Offices)
(Zip Code)
(414) 768-4000
(Registrant's Telephone Number, Including Area Code)
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 such reports), and (2) has been subject to
such filing requirements for the past 90 days. Yes [ X ] No [ ]
Indicate by check mark whether the registrant has filed all documents and
reports required to be filed by Sections 12, 13 or 15(d) of the Securities
Exchange Act of 1934 subsequent to the distribution of securities under a plan
confirmed by a court.
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 August 14, 2000
Common Stock, $.01 par value 1,441,400
BUCYRUS INTERNATIONAL, INC. AND SUBSIDIARIES
INDEX
Page No.
Part I. FINANCIAL INFORMATION:
Item 1 - Financial Statements (Unaudited)
Consolidated Condensed Statements of Operations -
Quarters and six months ended June 30, 2000
and 1999 4
Consolidated Condensed Statements of Comprehensive
Income (Loss) - Quarters and six months ended
June 30, 2000 and 1999 5
Consolidated Condensed Balance Sheets -
June 30, 2000 and December 31, 1999 6-7
Consolidated Condensed Statements of Cash Flows -
Six months ended June 30, 2000 and 1999 8
Notes to Consolidated Condensed Financial
Statements 9-21
Item 2 - Management's Discussion and Analysis
of Financial Condition and Results
of Operations 22-28
Part II. OTHER INFORMATION:
Item 6 - Exhibits and Reports on Form 8-K 29
Signature Page 30
BUCYRUS INTERNATIONAL, INC. AND SUBSIDIARIES
ITEM 1 - FINANCIAL STATEMENTS
CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS
(Dollars In Thousands, Except Per Share Amounts)
Quarters Ended June 30, Six Months Ended June 30,
2000 1999 2000 1999
Revenues:
Net sales $ 67,481 $ 90,549 $ 133,473 $ 165,159
Other income 750 237 864 772
__________ __________ __________ __________
68,231 90,786 134,337 165,931
__________ __________ __________ __________
Costs and Expenses:
Cost of products sold 61,568 73,563 119,551 133,922
Engineering and field
service, selling,
administrative and
miscellaneous expenses 12,322 12,804 26,427 24,248
Interest expense 5,604 4,727 10,953 9,484
__________ __________ __________ __________
79,494 91,094 156,931 167,654
__________ __________ __________ __________
Loss before income taxes (11,263) (308) (22,594) (1,723)
Income taxes 586 448 751 1,129
__________ __________ __________ __________
Net loss $ (11,849) $ (756) $ (23,345) $ (2,852)
Net loss per share
of common stock:
Basic $ (8.22) $ (.52) $ (16.19) $ (1.98)
Diluted $ (8.22) $ (.52) $ (16.19) $ (1.98)
<FN>
See notes to consolidated condensed financial statements.
BUCYRUS INTERNATIONAL, INC. AND SUBSIDIARIES
ITEM 1 - FINANCIAL STATEMENTS
CONSOLIDATED CONDENSED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
(Dollars in Thousands)
Quarters Ended June 30, Six Months Ended June 30,
2000 1999 2000 1999
Net loss $ (11,849) $ (756) $ (23,345) $ (2,852)
Other comprehensive loss -
foreign currency translation
adjustments (2,117) (1,049) (3,632) (3,124)
__________ __________ __________ __________
Comprehensive loss $ (13,966) $ (1,805) $ (26,977) $ (5,976)
<FN>
See notes to consolidated condensed financial statements.
</TALBE>
BUCYRUS INTERNATIONAL, INC. AND SUBSIDIARIES
ITEM 1 - FINANCIAL STATEMENTS
CONSOLIDATED CONDENSED BALANCE SHEETS
(Dollars In Thousands, Except Per Share Amounts)
June 30, December 31, June 30, December 31,
2000 1999 2000 1999
ASSETS LIABILITIES AND COMMON
CURRENT ASSETS: SHAREHOLDERS' INVESTMENT
Cash and cash CURRENT LIABILITIES:
equivalents $ 6,016 $ 8,369 Accounts payable and
Receivables 58,378 61,023 accrued expenses $ 67,677 $ 64,640
Inventories 116,424 125,132 Liabilities to customers
Prepaid expenses and on uncompleted contracts
other current assets 6,633 5,502 and warranties 6,055 4,876
________ ________ Income taxes 1,017 353
Short-term obligations 138 445
Total Current Assets 187,451 200,026 Current maturities of
long-term debt 6,745 7,518
OTHER ASSETS: ________ ________
Restricted funds Total Current
on deposit 88 89 Liabilities 81,632 77,832
Goodwill 61,512 69,335
Intangible assets - net 39,245 40,357 LONG-TERM LIABILITIES:
Other assets 11,309 11,375 Liabilities to customers on
________ ________ uncompleted contracts
and warranties 4,312 4,367
112,154 121,156 Postretirement benefits 14,121 13,984
Deferred expenses
PROPERTY, PLANT AND EQUIPMENT: and other 10,914 12,645
Cost 115,645 115,376 ________ ________
Less accumulated
depreciation (24,426) (19,571) 29,347 30,996
________ ________ LONG-TERM DEBT, less
current maturities 219,245 214,009
91,219 95,805
COMMON SHAREHOLDERS' INVESTMENT:
Common stock - par value
$.01 per share, authorized
1,700,000 shares, issued
1,444,650 shares 14 14
Additional paid-in capital 144,451 144,451
Treasury stock - 2,500
shares, at cost (196) (196)
Notes receivable from
shareholders (524) (524)
Accumulated deficit (67,915) (37,997)
Accumulated other
comprehensive income (15,230) (11,598)
________ ________
60,600 94,150
________ ________ ________ ________
$390,824 $416,987 $390,824 $416,987
<FN>
See notes to consolidated condensed financial statements.
BUCYRUS INTERNATIONAL, INC. AND SUBSIDIARIES
ITEM 1 - FINANCIAL STATEMENTS
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
(Dollars In Thousands)
Six Months Ended June 30,
2000 1999
Net Cash Provided By (Used In)
Operating Activities $ (5,301) $ 9,822
__________ __________
Cash Flows From Investing Activities
Decrease in restricted funds on deposit 1 3
Purchases of property, plant
and equipment (1,695) (3,897)
Proceeds from sale of property, plant
and equipment 883 94
Purchase of Bennett & Emmott (1986) Ltd. - (7,005)
__________ __________
Net cash used in investing activities (811) (10,805)
__________ __________
Cash Flows From Financing Activities
Net increase in long-term
debt and other bank borrowings 4,156 1,226
Purchase of treasury stock - (156)
__________ __________
Net cash provided by
financing activities 4,156 1,070
__________ __________
Effect of exchange rate
changes on cash (397) (434)
__________ __________
Net decrease in cash
and cash equivalents (2,353) (347)
Cash and cash equivalents at
beginning of period 8,369 8,821
__________ __________
Cash and cash equivalents at
end of period $ 6,016 $ 8,474
Supplemental Disclosures of Cash Flow Information
2000 1999
Cash paid during the period for:
Interest $ 10,526 $ 9,414
Income taxes - net of refunds 3 787
See notes to consolidated condensed financial statements.
BUCYRUS INTERNATIONAL, INC. AND SUBSIDIARIES
ITEM 1 - FINANCIAL STATEMENTS
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
1. In the opinion of Bucyrus International, Inc. (the "Company"), the
consolidated condensed financial statements contain all adjustments
(consisting of normal recurring accruals) necessary to present fairly the
financial results for the interim periods. Certain items are included in
these statements based on estimates for the entire year. The Company's
operations are classified as one operating segment.
2. 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 Company's 1999
Annual Report on Form 10-K filed with the Securities and Exchange
Commission on March 30, 2000.
3. Inventories consist of the following:
June 30, December 31,
2000 1999
(Dollars in Thousands)
Raw materials and parts $ 14,069 $ 13,470
Costs relating to
uncompleted contracts 1,727 1,000
Customers' advances offset
against costs incurred on
uncompleted contracts (320) -
Work in process 20,370 16,193
Finished products (primarily
replacement parts) 80,578 94,469
________ ________
$116,424 $125,132
4. Basic and diluted net loss per share of common stock were computed by
dividing net loss by the weighted average number of shares of common
stock outstanding. Although the Company has stock options outstanding,
none of these options are dilutive. The numerators and the denominators
of the basic and diluted net loss per share of common stock calculations
are as follows:
Quarters Ended June 30, Six Months Ended June 30,
2000 1999 2000 1999
(Dollars in Thousands, Except
Per Share Amounts)
Basic and Diluted
Net loss $ (11,849) $ (756) $ (23,345) $ (2,852)
Weighted average
shares outstanding 1,442,150 1,442,405 1,442,150 1,442,423
Net loss per share $ (8.22) $ (.52) $ (16.19) $ (1.98)
5. In 1999, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standards No. 137, "Accounting for
Derivative Instruments and Hedging Activities - Deferral of the Effective
Date of FASB Statement No. 133" ("SFAS 133"). In June 2000, the FASB
also issued Statement of Financial Accounting Standards No. 138,
"Accounting for Certain Derivative Instruments and Certain Hedging
Activities" ("SFAS 138"), which adds to the guidance related to
accounting for derivative instruments and hedging activities. SFAS 133
as amended by SFAS 138 is effective for fiscal years beginning after
June 15, 2000 and establishes accounting and reporting standards
requiring that every derivative instrument (including certain derivative
instruments embedded in other contracts) be recorded in the balance sheet
as either an asset or liability measured at its fair value. The new
pronouncements also require that changes in the derivative's fair value
be recognized currently in earnings unless specific hedge accounting
criteria are met. Special accounting for qualifying hedges allows a
derivative's gains and losses to offset related results on the hedged
item in the income statement, and requires that the Company must formally
document, designate and assess the effectiveness of transactions that
receive hedge accounting. The Company may implement SFAS 133 as amended
by SFAS 138 as of the beginning of any fiscal quarter, but cannot apply
the pronouncements retroactively. Based on the Company's current
transactions involving derivative instruments and hedging, management
believes adoption of SFAS 133 as amended by SFAS 138 will not have a
material effect on its financial position or results of operations.
6. Due to a reduction in new orders, the Company reduced a portion of its
manufacturing production workforce through a layoff and also reduced the
number of its salaried employees. These activities resulted in
restructuring charges of $857,000 and $3,552,000 in the quarter and six
months ended June 30, 2000, respectively. Such amounts primarily relate
to severance payments and related matters and are included in Engineering
and Field Service, Selling, Administrative and Miscellaneous Expenses in
the Consolidated Condensed Statement of Operations.
7. An affiliate of the Company, which is controlled by American Industrial
Partners Capital Fund II, L.P., has acquired, as of August 14, 2000,
$75,635,000 of the Company's $150,000,000 issue of 9.75% Senior Notes due
2007 ("Senior Notes"). The amount acquired as of June 30, 2000 was
$47,100,000. An election was made by the affiliate effective April 1,
2000 which will allow it to begin filing consolidated Federal tax returns
with the Company. As a result, certain Federal net operating loss
carryforwards of the Company are expected to be utilized in fiscal 2000
on a consolidated basis. Prior to April 1, 2000, such operating loss
carryforwards were evaluated as not being realizable and valuation
allowances had been established. In the second quarter, a portion of the
net operating loss carryforwards and the corresponding valuation
allowance were reversed.
8. The Company's payment obligations under its Senior Notes are guaranteed
by certain of the Company's wholly-owned subsidiaries (the "Guarantor
Subsidiaries"). Such guarantees are full, unconditional and joint and
several. Separate financial statements of the Guarantor Subsidiaries are
not presented because the Company's management has determined that they
would not be material to investors. The following supplemental financial
information sets forth, on an unconsolidated basis, the statement of
operations, balance sheet and statement of cash flow information for the
Company (the "Parent Company"), for the Guarantor Subsidiaries and for
the Company's non-guarantor subsidiaries (the "Other Subsidiaries"). The
supplemental financial information reflects the investments of the
Company in the Guarantor and Other Subsidiaries using the equity method
of accounting. Parent Company amounts for net earnings (loss) and common
shareholders' investment differ from consolidated amounts as intercompany
profit in subsidiary inventory has not been eliminated in the Parent
Company statement but has been eliminated in the Consolidated Totals.
Bucyrus International, Inc. and Subsidiaries
Consolidating Condensed Statements of Operations
Quarter Ended June 30, 2000
(Dollars in Thousands)
Parent Guarantor Other Consolidated
Company Subsidiaries Subsidiaries Eliminations Total
Revenues:
Net sales $ 38,205 $ 8,735 $ 34,691 $(14,150) $ 67,481
Other income 1,662 2 114 (1,028) 750
________ ________ ________ ________ ________
39,867 8,737 34,805 (15,178) 68,231
________ ________ ________ ________ ________
Costs and Expenses:
Cost of products sold 36,756 8,997 29,790 (13,975) 61,568
Engineering and field
service, selling,
administrative
and miscellaneous
expenses 7,994 368 3,960 - 12,322
Interest expense 5,341 462 829 (1,028) 5,604
________ ________ ________ ________ ________
50,091 9,827 34,579 (15,003) 79,494
________ ________ ________ ________ ________
Earnings (loss) before
income taxes and
equity in net loss of
consolidated subsidiaries (10,224) (1,090) 226 (175) (11,263)
Income taxes 116 273 197 - 586
________ ________ ________ ________ ________
Earnings (loss) before
equity in net loss of
consolidated subsidiaries (10,340) (1,363) 29 (175) (11,849)
Equity in net loss of
consolidated subsidiaries (1,334) - - 1,334 -
________ ________ ________ ________ ________
Net earnings (loss) $(11,674) $ (1,363) $ 29 $ 1,159 $(11,849)
Bucyrus International, Inc. and Subsidiaries
Consolidating Condensed Statements of Operations
Quarter Ended June 30, 1999
(Dollars in Thousands)
Parent Guarantor Other Consolidated
Company Subsidiaries Subsidiaries Eliminations Total
Revenues:
Net sales $ 63,450 $ 10,055 $ 50,420 $(33,376) $ 90,549
Other income 1,108 1 181 (1,053) 237
________ ________ ________ ________ ________
64,558 10,056 50,601 (34,429) 90,786
________ ________ ________ ________ ________
Costs and Expenses:
Cost of products sold 53,226 8,610 44,789 (33,062) 73,563
Engineering and field
service, selling,
administrative
and miscellaneous
expenses 8,304 616 3,884 - 12,804
Interest expense 4,584 450 746 (1,053) 4,727
________ ________ ________ ________ ________
66,114 9,676 49,419 (34,115) 91,094
________ ________ ________ ________ ________
Earnings (loss) before
income taxes and
equity in net earnings of
consolidated subsidiaries (1,556) 380 1,182 (314) (308)
Income taxes (37) 152 333 - 448
________ ________ ________ ________ ________
Earnings (loss) before
equity in net earnings of
consolidated subsidiaries (1,519) 228 849 (314) (756)
Equity in net earnings of
consolidated subsidiaries 1,077 - - (1,077) -
________ ________ ________ ________ ________
Net earnings (loss) $ (442) $ 228 $ 849 $ (1,391) $ (756)
Bucyrus International, Inc. and Subsidiaries
Consolidating Condensed Statements of Operations
Six Months Ended June 30, 2000
(Dollars in Thousands)
Parent Guarantor Other Consolidated
Company Subsidiaries Subsidiaries Eliminations Total
Revenues:
Net sales $ 73,485 $ 18,237 $ 70,839 $(29,088) $133,473
Other income 3,473 3 202 (2,814) 864
________ ________ ________ ________ ________
76,958 18,240 71,041 (31,902) 134,337
________ ________ ________ ________ ________
Costs and Expenses:
Cost of products sold 68,498 18,313 60,658 (27,918) 119,551
Engineering and field
service, selling,
administrative
and miscellaneous
expenses 18,138 774 7,515 - 26,427
Interest expense 10,467 891 2,409 (2,814) 10,953
________ ________ ________ ________ ________
97,103 19,978 70,582 (30,732) 156,931
________ ________ ________ ________ ________
Earnings (loss) before
income taxes and
equity in net loss of
consolidated subsidiaries (20,145) (1,738) 459 (1,170) (22,594)
Income taxes 571 13 167 - 751
________ ________ ________ ________ ________
Earnings (loss) before
equity in net loss of
consolidated subsidiaries (20,716) (1,751) 292 (1,170) (23,345)
Equity in net loss of
consolidated subsidiaries (1,459) - - 1,459 -
________ ________ ________ ________ ________
Net earnings (loss) $(22,175) $ (1,751) $ 292 $ 289 $(23,345)
Bucyrus International, Inc. and Subsidiaries
Consolidating Condensed Statements of Operations
Six Months Ended June 30, 1999
(Dollars in Thousands)
Parent Guarantor Other Consolidated
Company Subsidiaries Subsidiaries Eliminations Total
Revenues:
Net sales $114,745 $ 19,465 $ 83,188 $(52,239) $165,159
Other income 2,454 1 320 (2,003) 772
________ ________ ________ ________ ________
117,199 19,466 83,508 (54,242) 165,931
________ ________ ________ ________ ________
Costs and Expenses:
Cost of products sold 96,093 17,408 72,146 (51,725) 133,922
Engineering and field
service, selling,
administrative
and miscellaneous
expenses 16,021 1,147 7,080 - 24,248
Interest expense 9,287 828 1,372 (2,003) 9,484
________ ________ ________ ________ ________
121,401 19,383 80,598 (53,728) 167,654
________ ________ ________ ________ ________
Earnings (loss) before
income taxes and
equity in net earnings of
consolidated subsidiaries (4,202) 83 2,910 (514) (1,723)
Income taxes 281 33 815 - 1,129
________ ________ ________ ________ ________
Earnings (loss) before
equity in net earnings of
consolidated subsidiaries (4,483) 50 2,095 (514) (2,852)
Equity in net earnings of
consolidated subsidiaries 2,145 - - (2,145) -
________ ________ ________ ________ ________
Net earnings (loss) $ (2,338) $ 50 $ 2,095 $ (2,659) $ (2,852)
Bucyrus International, Inc. and Subsidiaries
Consolidating Condensed Balance Sheets
June 30, 2000
(Dollars in Thousands)
Parent Guarantor Other Consolidated
Company Subsidiaries Subsidiaries Eliminations Total
ASSETS
CURRENT ASSETS:
Cash and cash equivalents $ - $ 50 $ 5,966 $ - $ 6,016
Receivables 33,162 5,526 19,690 - 58,378
Intercompany receivables 71,950 1,529 19,326 (92,805) -
Inventories 67,964 3,180 46,955 (1,675) 116,424
Prepaid expenses and
other current assets 653 347 5,633 - 6,633
________ ________ ________ _________ ________
Total Current Assets 173,729 10,632 97,570 (94,480) 187,451
OTHER ASSETS:
Restricted funds on deposit - - 88 - 88
Goodwill 61,512 - - - 61,512
Intangible assets - net 39,245 - - - 39,245
Other assets 9,118 - 2,191 - 11,309
Investment in subsidiaries 15,258 - - (15,258) -
________ ________ ________ _________ ________
125,133 - 2,279 (15,258) 112,154
PROPERTY, PLANT AND
EQUIPMENT - net 68,214 8,613 14,392 - 91,219
________ ________ ________ _________ ________
$367,076 $ 19,245 $114,241 $(109,738) $390,824
LIABILITIES AND COMMON
SHAREHOLDERS' INVESTMENT
CURRENT LIABILITIES:
Accounts payable and
accrued expenses $ 47,695 $ 2,385 $ 17,699 $ (102) $ 67,677
Intercompany payables 1,965 20,912 62,892 (85,769) -
Liabilities to customers
on uncompleted contracts
and warranties 3,969 - 2,086 - 6,055
Income taxes 385 41 591 - 1,017
Short-term obligations 47 - 91 - 138
Current maturities of
long-term debt 396 - 6,349 - 6,745
________ ________ ________ _________ ________
Total Current Liabilities 54,457 23,338 89,708 (85,871) 81,632
LONG-TERM LIABILITIES:
Liabilities to customers
on uncompleted contracts
and warranties 4,277 - 35 - 4,312
Postretirement benefits 13,640 - 481 - 14,121
Deferred expenses and other 9,671 338 905 - 10,914
________ ________ ________ _________ ________
27,588 338 1,421 - 29,347
LONG-TERM DEBT, less
current maturities 215,822 - 3,423 - 219,245
COMMON SHAREHOLDERS'
INVESTMENT 69,209 (4,431) 19,689 (23,867) 60,600
________ ________ ________ _________ ________
$367,076 $ 19,245 $114,241 $(109,738) $390,824
Bucyrus International, Inc. and Subsidiaries
Consolidating Condensed Balance Sheets
December 31, 1999
(Dollars in Thousands)
Parent Guarantor Other Consolidated
Company Subsidiaries Subsidiaries Eliminations Total
ASSETS
CURRENT ASSETS:
Cash and cash equivalents $ - $ 23 $ 8,346 $ - $ 8,369
Receivables 34,851 3,065 22,936 171 61,023
Intercompany receivables 68,233 2,712 10,912 (81,857) -
Inventories 73,147 3,669 50,579 (2,263) 125,132
Prepaid expenses and
other current assets 652 473 4,377 - 5,502
________ ________ ________ _________ ________
Total Current Assets 176,883 9,942 97,150 (83,949) 200,026
OTHER ASSETS:
Restricted funds on deposit - - 89 - 89
Goodwill 69,335 - - - 69,335
Intangible assets - net 40,310 47 - - 40,357
Other assets 8,958 - 2,417 - 11,375
Investment in subsidiaries 19,147 - - (19,147) -
________ ________ ________ _________ ________
137,750 47 2,506 (19,147) 121,156
PROPERTY, PLANT AND
EQUIPMENT - net 71,875 9,067 14,863 - 95,805
________ ________ ________ _________ ________
$386,508 $ 19,056 $114,519 $(103,096) $416,987
LIABILITIES AND COMMON
SHAREHOLDERS' INVESTMENT
CURRENT LIABILITIES:
Accounts payable and
accrued expenses $ 40,185 $ 1,607 $ 23,139 $ (291) $ 64,640
Intercompany payables 905 19,749 55,882 (76,536) -
Liabilities to customers
on uncompleted contracts
and warranties 4,200 - 676 - 4,876
Income taxes 150 46 157 - 353
Short-term obligations 150 - 295 - 445
Current maturities of
long-term debt 413 - 7,105 - 7,518
________ ________ ________ _________ ________
Total Current Liabilities 46,003 21,402 87,254 (76,827) 77,832
LONG-TERM LIABILITIES:
Liabilities to customers
on uncompleted contracts
and warranties 4,332 - 35 - 4,367
Postretirement benefits 13,480 - 504 - 13,984
Deferred expenses and other 11,316 334 995 - 12,645
________ ________ ________ _________ ________
29,128 334 1,534 - 30,996
LONG-TERM DEBT, less
current maturities 210,105 - 3,904 - 214,009
COMMON SHAREHOLDERS'
INVESTMENT 101,272 (2,680) 21,827 (26,269) 94,150
________ ________ ________ _________ ________
$386,508 $ 19,056 $114,519 $(103,096) $416,987
Bucyrus International, Inc. and Subsidiaries
Consolidating Condensed Statements of Cash Flows
Six Months Ended June 30, 2000
(Dollars in Thousands)
Parent Guarantor Other Consolidated
Company Subsidiaries Subsidiaries Eliminations Total
Net Cash Provided By (Used
In) Operating Activities $ (4,940) $ 52 $ (413) $ - $ (5,301)
________ ________ ________ ________ ________
Cash Flows From Investing
Activities
Decrease in restricted
funds on deposit - - 1 - 1
Purchases of property,
plant and equipment (656) (62) (977) - (1,695)
Proceeds from sale of
property, plant and
equipment - 37 846 - 883
________ ________ ________ ________ ________
Net cash used in
investing activities (656) (25) (130) - (811)
________ ________ ________ ________ ________
Cash Flows From Financing
Activities
Net increase in long-term
debt and other
bank borrowings 5,596 - (1,440) - 4,156
Purchase of treasury stock - - - - -
________ ________ ________ ________ ________
Net cash provided by (used
in) financing activities 5,596 - (1,440) - 4,156
________ ________ ________ ________ ________
Effect of exchange rate
changes on cash - - (397) - (397)
________ ________ ________ ________ ________
Net increase (decrease)
in cash and cash
equivalents - 27 (2,380) - (2,353)
Cash and cash equivalents
at beginning of period - 23 8,346 - 8,369
________ ________ ________ ________ ________
Cash and cash equivalents
at end of period $ - $ 50 $ 5,966 $ - $ 6,016
Bucyrus International, Inc. and Subsidiaries
Consolidating Condensed Statements of Cash Flows
Six Months Ended June 30, 1999
(Dollars in Thousands)
Parent Guarantor Other Consolidated
Company Subsidiaries Subsidiaries Eliminations Total
Net Cash Provided By
Operating Activities $ 8,316 $ 276 $ 1,230 $ - $ 9,822
________ ________ ________ ________ ________
Cash Flows From Investing
Activities
Decrease in restricted
funds on deposit - - 3 - 3
Purchases of property,
plant and equipment (2,913) (321) (663) - (3,897)
Proceeds from sale of
property, plant and
equipment - 12 82 - 94
Purchase of Bennett &
Emmott (1986) Ltd. - - (7,005) - (7,005)
________ ________ ________ ________ ________
Net cash used in
investing activities (2,913) (309) (7,583) - (10,805)
________ ________ ________ ________ ________
Cash Flows From Financing
Activities
Net increase in long-term
debt and other
bank borrowings (5,247) - 6,473 - 1,226
Purchase of treasury stock (156) - - - (156)
________ ________ ________ ________ ________
Net cash provided by (used
in) financing activities (5,403) - 6,473 - 1,070
________ ________ ________ ________ ________
Effect of exchange rate
changes on cash - - (434) - (434)
________ ________ ________ ________ ________
Net decrease in cash and
cash equivalents - (33) (314) - (347)
Cash and cash equivalents
at beginning of period - 60 8,761 - 8,821
________ ________ ________ ________ ________
Cash and cash equivalents
at end of period $ - $ 27 $ 8,447 $ - $ 8,474
BUCYRUS INTERNATIONAL, INC. AND SUBSIDIARIES
ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following information is provided to assist in the understanding of
the Company's operations for the quarters and six months ended June 30, 2000
and 1999.
In connection with acquisitions involving the Company, assets and
liabilities have been adjusted to their estimated fair values. The
consolidated condensed financial statements include the related amortization
charges associated with the fair value adjustments.
Liquidity and Capital Resources
Liquidity
Working capital and current ratio are two financial measurements which
provide an indication of the Company's ability to meet its short-term
obligations. These measurements at June 30, 2000 and December 31, 1999 were
as follows:
June 30, December 31,
2000 1999
(Dollars in Thousands)
Working capital $105,819 $122,194
Current ratio 2.3 to 1 2.6 to 1
The decrease in working capital and current ratio was primarily due to a
decrease in inventories. The Company continues to have the equivalent of two
completed shovels in inventory due to a decrease in new machine orders.
The Company is presenting below a calculation of loss before interest
expense, income taxes, depreciation, amortization and (gain) loss on sale of
fixed assets ("Adjusted EBITDA"). Since cash flow from operations is very
important to the Company's future, the Adjusted EBITDA calculation provides a
summary review of cash flow performance. In addition, the Company is required
to maintain certain minimum Adjusted EBITDA levels under the Revolving Credit
Facility (see below). The Adjusted EBITDA calculation is not an alternative
to operating income under generally accepted accounting principles as an
indicator of operating performance or to cash flows as a measure of liquidity.
The following table reconciles Loss Before Income Taxes to Adjusted EBITDA:
Quarters Ended June 30, Six Months Ended June 30,
2000 1999 2000 1999
(Dollars in Thousands)
Loss before
income taxes $(11,263) $ (308) $(22,594) $ (1,723)
Non-cash expenses:
Depreciation 2,829 2,716 5,728 5,460
Amortization 1,511 1,408 2,938 2,813
(Gain) loss
on sale of
fixed assets 61 43 11 28
Interest expense 5,604 4,727 10,953 9,484
________ ________ ________ ________
Adjusted
EBITDA (1) $ (1,258) $ 8,586 $ (2,964) $ 16,062
(1) Adjusted EBITDA for the quarter and six months ended June 30, 2000
includes a restructuring charge of $857,000 and $3,552,000, respectively,
primarily related to severance payments and related matters.
The Company has a credit agreement with Bank One, Wisconsin which
provides the Company with a $75,000,000 senior secured revolving credit
facility (the "Revolving Credit Facility") with a $25,000,000 sublimit for
standby letters of credit. The credit agreement, as amended, expires on
July 3, 2001. Borrowings under the Revolving Credit Facility bear interest at
variable rates and are subject to a borrowing base formula based on
receivables, inventory and machinery and equipment. Direct borrowings under
the Revolving Credit Facility at June 30, 2000 were $65,300,000 at a weighted
average interest rate of 9.9%. The issuance of standby letters of credit
under the Revolving Credit Facility and certain other bank facilities reduces
the amount available for direct borrowings under the Revolving Credit
Facility. At June 30, 2000, there were $14,481,000 of standby letters of
credit outstanding under all Company bank facilities. The Revolving Credit
Facility is secured by substantially all of the assets of the Company, other
than real property and 35% of the stock of its foreign subsidiaries, and is
guaranteed by the Guarantor Subsidiaries who have also pledged substantially
all of their assets as security. The amount available for direct borrowings
under the Revolving Credit Facility at June 30, 2000 was $3,191,000, which is
net of $5,850,000 that is to be used for the September 15, 2000 interest
payment on the Senior Notes.
The Company has outstanding $150,000,000 of its Senior Notes which were
issued pursuant to an indenture dated as of September 24, 1997 among the
Company, the Guarantors, and Harris Trust and Savings Bank, as Trustee (the
"Senior Notes Indenture"). Interest thereon is payable each March 15 and
September 15. An affiliate of the Company, which is controlled by American
Industrial Partners Capital Fund II, L.P., has acquired, as of August 14,
2000, $75,635,000 of the Company's $150,000,000 issue of 9.75% Senior Notes
due 2007 ("Senior Notes").
Both the Revolving Credit Facility and the Senior Notes Indenture contain
certain covenants which may affect the Company's liquidity and capital
resources. The Revolving Credit Facility contains a number of financial
covenants that, among other items, require the Company (A) to maintain certain
financial ratios, including: (i) ratio of adjusted funded debt to EBITDA (as
defined); (ii) fixed charge coverage ratio; and (iii) interest coverage ratio;
and (B) to maintain a minimum net worth. On March 14, 2000, the Revolving
Credit Facility was amended to grant the Company a period of time during 2000
whereby the Company will not be subject to certain of the financial covenants
contained in the Revolving Credit Facility. Subsequent to this period of
time, the Company will be subject to revised financial covenants under the
Revolving Credit Facility, which management believes are achievable. As a
result, borrowings continue to be presented as long-term.
In 1999, Bucyrus Canada Limited, a wholly-owned subsidiary of the
Company, entered into a C$15,000,000 credit facility with The Bank of Nova
Scotia. Proceeds from this facility were used to acquire certain assets of
Bennett & Emmott (1986) Ltd. ("Bennett & Emmott") on April 30, 1999. The
C$10,000,000 revolving term loan portion of this facility, which bears
interest at the bank's prime lending rate plus 1.50%, has been extended and
now expires on July 1, 2001. The C$5,000,000 non-revolving term loan portion
is payable in monthly installments over five years and bears interest at the
bank's prime lending rate plus 2%. This credit facility contains covenants
which, among other things, requires Bucyrus Canada Limited to maintain a
minimum current ratio and tangible net worth. At June 30, 2000, Bucyrus
Canada Limited was in compliance with these covenants.
Operating Losses
The Company is highly leveraged and recent developments (particularly low
sales volumes) have had an adverse effect on the Company's liquidity. While
the Company believes that current levels of cash and liquidity, together with
funds generated by operations and funds available from the Revolving Credit
Facility, will be sufficient to permit the Company to satisfy its debt service
requirements and fund operating activities for the foreseeable future, it
continues to closely monitor its operations and has initiated discussions to
extend its credit agreement and has begun other initiatives.
The Company is subject to significant business, economic and competitive
uncertainties that are beyond its control. Accordingly, there can be no
assurance that the Company's financial resources will be sufficient for the
Company to satisfy its debt service obligations and fund operating activities
under all circumstances. At this time, the Company continues to project that
future cash flows will be sufficient to recover the carrying value of its
long-lived assets.
Capital Resources
At June 30, 2000, the Company had approximately $1,563,000 of open
capital appropriations. The Company's capital expenditures for the six months
ended June 30, 2000 were $1,695,000 compared with $3,897,000 for the six
months ended June 30, 1999. In the near term, the Company currently
anticipates spending closer to the 2000 level.
Capitalization
The long-term debt to equity ratio at June 30, 2000 and December 31, 1999
was 3.6 to 1 and 2.3 to 1, respectively. The long-term debt to total
capitalization ratio at June 30, 2000 and December 31, 1999 was .8 to 1 and
.7 to 1, respectively. Total capitalization is defined as total common
shareholders' investment plus long-term debt plus current maturities of long-
term debt and short-term obligations.
Results Of Operations
Net Sales
Net sales for the quarter and six months ended June 30, 2000 were
$67,481,000 and $133,473,000, respectively, compared with $90,549,000 and
$165,159,000 for the quarter and six months ended June 30, 1999, respectively.
Net sales of repair parts and services for the quarter and six months ended
June 30, 2000 were $52,786,000 and $104,522,000, respectively, which is a
decrease of $1,826,000 or 3.3% and $1,480,000 or 1.4% from the quarter and six
months ended June 30, 1999, respectively. Net machine sales for the quarter
and six months ended June 30, 2000 were $14,695,000 and $28,951,000,
respectively, which is a decrease of 59.1% and 51.1% from the quarter and six
months ended June 30, 1999, respectively. Machine sales continue to be
affected by low mineral prices.
Cost of Products Sold
Cost of products sold for the quarter ended June 30, 2000 was $61,568,000
or 91.2% of net sales compared with $73,563,000 or 81.2% of net sales for the
quarter ended June 30, 1999. For the six months ended June 30, 2000, cost of
products sold was $119,551,000 or 89.6% of net sales compared with
$133,922,000 or 81.1% of net sales for the six months ended June 30, 1999. The
increase in the cost of products sold percentage for 2000 was primarily due to
unfavorable manufacturing variances resulting from lower manufacturing
activity associated with lower machine bookings in 1999 and 2000, the mix of
the aftermarket items shipped and lower machine margins. Included in cost of
products sold for the six months ended June 30, 2000 was approximately
$1,300,000 of costs associated with the closing of its manufacturing facility
in Boonville, Indiana which was effective June 30, 2000. Also included in
cost of products sold for the six months ended June 30, 2000 and 1999 was
$2,504,000 and $2,326,000, respectively, of additional depreciation expense as
a result of the fair value adjustment to plant and equipment in connection
with the acquisition of the Company in 1997 by Bucyrus Holdings, LLC.
Engineering and Field Service, Selling, Administrative and Miscellaneous
Expenses
Engineering and field service, selling, administrative and miscellaneous
expenses for the quarter ended June 30, 2000 were $12,322,000 or 18.3% of net
sales compared with $12,804,000 or 14.1% of net sales for the quarter ended
June 30, 1999. The amounts for the six months ended June 30, 2000 and 1999
were $26,427,000 or 19.8% of net sales and $24,248,000 or 14.7% of net sales,
respectively. Due to a reduction in new orders, the Company reduced a portion
of its manufacturing production workforce through a layoff and also reduced
the number of its salaried employees. As a result, restructuring charges of
$857,000 and $3,552,000 were included in the amounts for the quarter and six
months ended June 30, 2000, respectively. These charges primarily related to
severance payments and related matters. Included in the amounts for the
quarter and six months ended June 30, 1999 was $508,000 of severance expense.
Interest Expense
Interest expense for the quarter and six months ended June 30, 2000 was
$5,604,000 and $10,953,000, respectively, compared with $4,727,000 and
$9,484,000 for the quarter and six months ended June 30, 1999, respectively.
Included in interest expense for the quarters and six months ended June 30,
2000 and 1999 was $3,657,000 and $7,313,000, respectively, related to the
Senior Notes. Also included in interest expense for the quarter and six
months ended June 30, 2000 was $193,000 and $383,000, respectively, related to
debt incurred for the acquisition and operation of Bennett & Emmott. This
compares with $81,000 for the quarter and six months ended June 30, 1999. The
remainder of the increase in interest expense was due to increased borrowings
under the Revolving Credit Facility.
Income Taxes
Income tax expense consists primarily of foreign taxes at applicable
statutory rates. For United States tax purposes, there were losses for which
no income tax benefit was recorded.
Net Loss
Net loss for the quarter and six months ended June 30, 2000 was
$11,849,000 and $23,345,000, respectively, compared with a net loss of
$756,000 and $2,852,000 for the quarter and six months ended June 30, 1999,
respectively. Non-cash depreciation and amortization charges for the quarter
and six months ended June 30, 2000 were $4,340,000 and $8,666,000,
respectively, compared with $4,124,000 and $8,273,000 for the quarter and six
months ended June 30, 1999, respectively.
Backlog and New Orders
The Company's consolidated backlog on June 30, 2000 was $177,155,000
compared with $187,278,000 at December 31, 1999 and $207,400,000 at June 30,
1999. Machine backlog at June 30, 2000 was $26,986,000, which is a decrease
of 34.2% from December 31, 1999 and a decrease of 67.2% from June 30, 1999.
In 1997, the Company executed a contract with an Australian mining company for
the sale of a Model 2570WS dragline which was completed in the first quarter
of 2000. Included in backlog at December 31, 1999 and June 30, 1999 was
$2,376,000 and $10,017,000, respectively, related to this machine. Repair
parts and service backlog at June 30, 2000 was $150,169,000 compared with
$146,281,000 at December 31, 1999 and $125,120,000 at June 30, 1999.
New orders for the quarter and six months ended June 30, 2000 were
$69,942,000 and $123,350,000, respectively, compared with $56,369,000 and
$110,101,000 for the quarter and six months ended June 30, 1999, respectively.
New machine orders for the quarter and six months ended June 30, 2000 were
$11,967,000 and $14,940,000, respectively, which is a decrease of 36.5% and
46.1% from the quarter and six months ended June 30, 1999, respectively. New
machine orders continue to be affected by the low worldwide price of copper
and coal and the lower demand for other minerals. New repair parts and
service orders for the quarter and six months ended June 30, 2000 were
$57,975,000 and $108,410,000, respectively, which is an increase of 54.5% and
31.6% from the quarter and six months ended June 30, 1999, respectively. The
increase for the six months ended June 30, 2000 is primarily due to an
increase in orders from Canadian customers, which is partially due to the
acquisition of Bennett & Emmott, and increased service orders in the United
States.
Quantitative and Qualitative Disclosures About Market Risk
The Company's market risk is impacted by changes in interest rates and
foreign currency exchange rates.
Interest Rates
The Company's interest rate exposure relates primarily to debt
obligations in the United States. The Company manages its borrowings under
the Revolving Credit Facility through the selection of LIBOR based borrowings
or prime-rate based borrowings. If market conditions warrant, interest rate
swaps may be used to adjust interest rate exposures, although none have been
used to date. The Company believes that a 10% change in the Company's
weighted average interest rate at June 30, 2000 would not have a material
effect on the Company's financial position, results of operations or cash
flows.
Foreign Currency
The Company manages foreign currency exchange rate exposure by utilizing
some natural hedges to mitigate some of its transaction and commitment
exposures, and may utilize forward contracts in certain situations. Based on
the Company's overall foreign currency exchange rate exposure at June 30,
2000, the Company believes that a 10% change in foreign currency exchange
rates will not have a material effect on the Company's financial position,
results of operations or cash flows.
Forward-Looking Statements
This Report includes "forward-looking statements" within the meaning of
Section 21E of the Securities Exchange Act of 1934, as amended. Discussions
containing such forward-looking statements may be found in this section and
elsewhere within this Report. Forward-looking statements include statements
regarding the intent, belief or current expectations of the Company, primarily
with respect to the future operating performance of the Company or related
industry developments. When used in this Report, terms such as "anticipate,"
"believe," "estimate," "expect," "indicate," "may be," "objective," "plan,"
"predict," and "will be" are intended to identify such statements. Readers
are cautioned that any such forward-looking statements are not guarantees of
future performance and involve risks and uncertainties, and that actual
results may differ from those described in the forward-looking statements as a
result of various factors, many of which are beyond the control of the
Company. Forward-looking statements are based upon management's expectations
at the time they are made. Although the Company believes that the
expectations reflected in such forward-looking statements are reasonable, it
can give no assurance that such expectations will prove to have been correct.
Important factors that could cause actual results to differ materially from
such expectations ("Cautionary Statements") are described generally below and
disclosed elsewhere in this Report. All subsequent written or oral forward-
looking statements attributable to the Company or persons acting on behalf of
the Company are expressly qualified in their entirety by the Cautionary
Statements.
Factors that could cause actual results to differ materially from those
contemplated include:
Factors affecting customers' purchases of new equipment, rebuilds,
parts and services such as: production capacity, stockpiles, and
production and consumption rates of coal, copper, iron, gold and other
ores and minerals; the cash flows of customers; the cost and availability
of financing to customers and the ability of customers to obtain
regulatory approval for investments in mining projects; consolidations
among customers; work stoppages at customers or providers of
transportation; and the timing, severity and duration of customer buying
cycles.
Factors affecting the Company's general business, such as: unforseen
patent, tax, product, environmental, employee health or benefit, or
contractual liabilities; nonrecurring restructuring and other special
charges; changes in accounting or tax rules or regulations; reassessments
of asset valuations for such assets as receivables, inventories, fixed
assets and intangible assets; leverage and debt service; our success in
recruiting and retaining managers and key employees; and our wage
stability and cooperative labor relations; plant capacity and
utilization.
PART II
OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K.
(a) Exhibits: See Exhibit Index on last page of this report,
which is incorporated herein by reference.
(b) Reports on Form 8-K:
No reports on Form 8-K were filed during the second quarter of
2000.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
BUCYRUS INTERNATIONAL, INC.
(Registrant)
Date August 14, 2000 /s/Craig R. Mackus
Secretary and Controller
Principal Accounting Officer
Date August 14, 2000 /s/Theodore C. Rogers
President and Chief Executive Officer
BUCYRUS INTERNATIONAL, INC.
EXHIBIT INDEX
TO
QUARTERLY REPORT ON FORM 10-Q
FOR THE QUARTER ENDED JUNE 30, 2000
Incorporated
Exhibit Herein By Filed
Number Description Reference Herewith
2.1 Agreement and Plan of Exhibit 1 to
Merger dated August 21, Registrant's
1997, between Registrant, Tender Offer
American Industrial Solicitation/
Partners Acquisition Recommendation
Company, LLC and Bucyrus Statement on
Acquisition Corp. Schedule 14D-9
filed with the
Commission on
August 26, 1997.
2.2 Certificate of Merger Exhibit 2.2 to
dated September 26, 1997, Registrant's
issued by the Secretary Current Report
of State of the State of on Form 8-K
Delaware. filed with the
Commission on
October 10, 1997.
2.3 Second Amended Joint Plan Exhibit 2.1 to
of Reorganization of B-E Registrant's
Holdings, Inc. and Bucyrus- Current Report
Erie Company under Chapter on Form 8-K,
11 of the Bankruptcy Code, filed with the
as modified December 1, Commission and
1994, including Exhibits. dated December 1,
1994.
2.4 Order dated December 1, Exhibit 2.2 to
1994 of the U.S. Bankruptcy Registrant's
Court, Eastern District of Current Report
Wisconsin, confirming the on Form 8-K
Second Amended Joint Plan filed with the
of Reorganization of B-E Commission and
Holdings, Inc. and Bucyrus- dated December 1,
Erie Company under Chapter 1994.
11 of the Bankruptcy Code,
as modified December 1, 1994,
including Exhibits.
3.1 Restated Certificate Exhibit 3.6 to
of Incorporation of Registrant's
Registrant. Annual Report on
Form 10-K for
the year ended
December 31, 1998.
3.2 By-laws of Registrant. Exhibit 3.5 to
Registrant's
Annual Report on
Form 10-K for
the year ended
December 31, 1998.
3.3 Certificate of Amendment Exhibit 3.3
to Certificate of to Registrant's
Formation of Bucyrus Quarterly Report
Holdings, LLC, effective on Form 10-Q
March 25, 1999. filed with the
Commission on
May 15, 2000.
4.1 Indenture of Trust dated Exhibit 4.1 to
as of September 24, 1997 Registration
among Registrant, Boonville Statement on
Mining Services, Inc., Form S-4 of
Minserco, Inc. and Von's Registrant,
Welding, Inc. and Harris Boonville Mining
Trust and Savings Bank, Services, Inc.,
Trustee. Minserco, Inc. and
Von's Welding, Inc.
(SEC Registration
No. 333-39359)
4.2 Form of Guarantee of Included as
Boonville Mining Services, Exhibit E
Inc., Minserco, Inc. and to Exhibit 4.1
Von's Welding, Inc. dated above.
as of September 24, 1997
in favor of Harris Trust
and Savings Bank as Trustee
under the Indenture.
4.3 Form of Registrant's Exhibit 4.3 to
9-3/4% Senior Note due 2007. Registration
Statement on
Form S-4 of
Registrant, Boonville
Mining Services, Inc.,
Minserco, Inc. and
Von's Welding, Inc.
(SEC Registration
No. 333-39359)
10.1 Credit Agreement, dated Exhibit 10.1 to
September 24, 1997 between Registrant's
Bank One, Wisconsin and Current Report
Registrant. on Form 8-K
filed with the
Commission on
October 10, 1997.
(a) First amendment dated Exhibit 10.1(a)
July 21, 1998 to Credit to Registrant's
Agreement. Quarterly Report
on Form 10-Q
filed with the
Commission on
November 16, 1998.
(b) Second amendment dated Exhibit 10.1(b)
September 30, 1998 to to Registrant's
Credit Agreement. Annual Report on
Form 10-K for
the year ended
December 31, 1998.
(c) Third amendment dated Exhibit 10.1(c)
April 20, 1999 to Credit to Registrant's
Agreement. Quarterly Report
on Form 10-Q
filed with the
Commission on
August 12, 1999.
(d) Fourth amendment dated Exhibit 10.1(a)
September 30, 1999 to to Registrant's
Credit Agreement. Quarterly Report
on Form 10-Q
filed with the
Commission on
November 12, 1999.
(e) Fifth amendment dated Exhibit 10.1(e)
March 14, 2000 to Credit to Registrant's
Agreement. Annual Report on
Form 10-K for
the year ended
December 31, 1999.
10.2 Separation Agreement Exhibit 10.2
between Registrant to Registrant's
and D. J. Smoke dated Quarterly Report
July 22, 1999. on Form 10-Q
filed with the
Commission on
August 12, 1999.
10.3 Employment Agreement Exhibit 10.16
between Registrant and to Registrant's
M. W. Salsieder dated Annual Report on
June 23, 1999. Form 10-K for
the year ended
December 31, 1999.
10.4 Secured Promissory Note Exhibit 10.17
between Registrant and to Registrant's
M. W. Salsieder dated Annual Report on
June 23, 1999. Form 10-K for
the year ended
December 31, 1999.
10.5 Pledge Agreement Exhibit 10.18
between Registrant and to Registrant's
M. W. Salsieder dated Annual Report on
June 23, 1999. Form 10-K for
the year ended
December 31, 1999.
10.6 Consulting Agreement Exhibit 10.19
between Registrant and to Registrant's
Wayne T. Ewing dated Annual Report on
February 1, 2000. Form 10-K for
the year ended
December 31, 1999.
10.7 Letter Agreement X
between Registrant and
Timothy W. Sullivan
dated August 8, 2000.
27.1 Financial Data Schedule X
(Edgar filing only.)