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, 2001 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 the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date. Class Outstanding August 13, 2001 Common Stock, $.01 par value 1,435,600 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, 2001 and 2000 4 Consolidated Condensed Statements of Comprehensive Income (Loss) - Quarters and six months ended June 30, 2001 and 2000 5 Consolidated Condensed Balance Sheets - June 30, 2001 and December 31, 2000 6-7 Consolidated Condensed Statements of Cash Flows - Six months ended June 30, 2001 and 2000 8 Notes to Consolidated Condensed Financial Statements 9-20 Item 2 - Management's Discussion and Analysis of Financial Condition and Results of Operations 21-28 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, 2001 2000 2001 2000 Revenues: Net sales $ 67,646 $ 67,481 $ 132,348 $ 133,473 Other income 115 750 220 864 __________ __________ __________ __________ 67,761 68,231 132,568 134,337 __________ __________ __________ __________ Costs and Expenses: Cost of products sold 58,075 61,568 110,774 119,551 Engineering and field service, selling, administrative and miscellaneous expenses 9,893 12,322 21,085 26,427 Interest expense 5,321 5,604 10,742 10,953 __________ __________ __________ __________ 73,289 79,494 142,601 156,931 __________ __________ __________ __________ Loss before income taxes (5,528) (11,263) (10,033) (22,594) Income taxes 493 586 593 751 __________ __________ __________ __________ Net loss $ (6,021) $ (11,849) $ (10,626) $ (23,345) Net loss per share of common stock: Basic $ (4.19) $ (8.22) $ (7.40) $ (16.19) Diluted $ (4.19) $ (8.22) $ (7.40) $ (16.19) 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, 2001 2000 2001 2000 Net loss $ (6,021) $ (11,849) $ (10,626) $ (23,345) Other comprehensive loss - foreign currency translation adjustments (272) (2,117) (3,720) (3,632) __________ __________ __________ __________ Comprehensive loss $ (6,293) $ (13,966) $ (14,346) $ (26,977) See notes to consolidated condensed financial statements. </TABLE 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, 2001 2000 2001 2000 ASSETS LIABILITIES AND COMMON CURRENT ASSETS: SHAREHOLDERS' INVESTMENT Cash and cash CURRENT LIABILITIES: equivalents $ 4,710 $ 6,948 Accounts payable and Receivables 62,558 58,797 accrued expenses $ 63,452 $ 57,528 Inventories 110,149 101,126 Liabilities to customers Prepaid expenses and on uncompleted contracts other current assets 5,266 5,993 and warranties 4,542 5,459 ________ ________ Income taxes 1,506 1,677 Borrowings under revolving Total Current Assets 182,683 172,864 credit facilities and other short-term obligations 78,723 5,729 OTHER ASSETS: Current maturities of Restricted funds long-term debt 1,115 1,129 on deposit 716 550 ________ ________ Goodwill - net 56,740 57,821 Total Current Intangible assets - net 37,115 38,180 Liabilities 149,338 71,522 Other assets 11,960 11,798 ________ ________ LONG-TERM LIABILITIES: Liabilities to customers on 106,531 108,349 uncompleted contracts and warranties 2,000 2,412 PROPERTY, PLANT AND EQUIPMENT: Postretirement benefits 13,552 13,869 Cost 114,487 115,216 Deferred expenses Less accumulated and other 17,938 16,234 depreciation (33,336) (28,663) ________ ________ ________ ________ 33,490 32,515 81,151 86,553 LONG-TERM DEBT, less current maturities 152,703 217,813 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 147,715 144,451 Treasury stock - 9,050 shares, at cost (851) (851) Accumulated deficit (90,579) (79,953) Accumulated other comprehensive income (loss) (21,465) (17,745) ________ ________ 34,834 45,916 ________ ________ ________ ________ $370,365 $367,766 $370,365 $367,766 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, 2001 2000 Net Cash Used In Operating Activities $ (9,771) $ (5,301) __________ __________ Cash Flows From Investing Activities (Increase) decrease in restricted funds on deposit (166) 1 Purchases of property, plant and equipment (1,448) (1,695) Proceeds from sale of property, plant and equipment 519 883 __________ __________ Net cash used in investing activities (1,095) (811) __________ __________ Cash Flows From Financing Activities Proceeds from revolving credit facilities 8,502 5,334 Net decrease in other short-term obligations and long-term debt (633) (1,178) Capital contribution from Bucyrus Holdings, LLC 1,093 - __________ __________ Net cash provided by financing activities 8,962 4,156 __________ __________ Effect of exchange rate changes on cash (334) (397) __________ __________ Net decrease in cash and cash equivalents (2,238) (2,353) Cash and cash equivalents at beginning of period 6,948 8,369 __________ __________ Cash and cash equivalents at end of period $ 4,710 $ 6,016 Supplemental Disclosures of Cash Flow Information 2001 2000 Cash paid during the period for: Interest $ 7,214 $ 10,526 Income taxes - net of refunds (159) 3 Supplemental Schedule of Non-Cash Investing and Financing Activities On March 20, 2001, the Company recorded an equity contribution from Bucyrus Holdings, LLC ("Holdings"), the Company's parent, and a corresponding reduction in interest payable to Holdings, in the amount of $2,171,000, which represented accrued interest as of June 30, 2000 on the 9-3/4% Senior Notes due 2007 acquired by Holdings. 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. The Company is currently substantially wholly-owned by Bucyrus Holdings, LLC ("Holdings"). 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 2000 Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 30, 2001. 3. Inventories consist of the following: June 30, December 31, 2001 2000 (Dollars in Thousands) Raw materials and parts $ 15,228 $ 12,287 Costs relating to uncompleted contracts 290 1,181 Customers' advances offset against costs incurred on uncompleted contracts - (1,207) Work in process 15,577 12,941 Finished products (primarily replacement parts) 79,054 75,924 $110,149 $101,126 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. Stock options outstanding were not included in the per share calculations because they did not have a dilutive effect. 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, 2001 2000 2001 2000 (Dollars in Thousands, Except Per Share Amounts) Basic and Diluted Net loss $ (6,021) $ (11,849) $ (10,626) $ (23,345) Weighted average shares outstanding 1,435,600 1,442,150 1,435,600 1,442,150 Net loss per share $ (4.19) $ (8.22) $ (7.40) $ (16.19) 5. Due to a reduction in new orders, the Company continued to reduce a portion of its manufacturing production workforce through temporary layoffs and also reduced the number of its salaried employees. These activities resulted in restructuring charges of $610,000 and $709,000 for the quarter and six months ended June 30, 2001, respectively, and charges of $857,000 and $3,552,000 for the quarter and six months ended June 30, 2000, respectively. Such charges 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. Substantially all of the 2001 restructuring charges were paid as of June 30, 2001. 6. On June 30, 2001 the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 142, "Goodwill and Other Intangible Assets" ("SFAS 142"). SFAS 142 establishes accounting and reporting standards associated with goodwill and other intangible assets. With the adoption of SFAS 142, goodwill is no longer subject to amortization over its estimated useful life. Rather, goodwill will be subject to at least an annual assessment for impairment by applying a fair-value-based test. SFAS 142 also requires that an acquired intangible asset should be separately recognized if the benefit of the intangible asset is obtained through contractual or other legal rights, or if the intangible asset can be sold, transferred, licensed, rented, or exchanged, regardless of the acquirer's intent to do so. The Company will adopt SFAS 142 on January 1, 2002. The adoption of SFAS 142 is expected to decrease goodwill amortization expense in 2002 by $2,162,000. The Company is currently assessing whether the goodwill currently recorded is impaired based on the provisions of SFAS 142 and has not yet determined whether or not an impairment charge will need to be recognized. 7. The Company's payment obligations under its 9-3/4% Senior Notes due 2007 (the "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. The Company has determined that it is not practicable to allocate goodwill, intangible assets and deferred income taxes to the Guarantor Subsidiaries and Other Subsidiaries. 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, 2001 (Dollars in Thousands) Parent Guarantor Other Consolidated Company Subsidiaries Subsidiaries Eliminations Total Revenues: Net sales $ 37,566 $ 10,225 $ 34,973 $(15,118) $ 67,646 Other income 641 8 221 (755) 115 ________ ________ ________ ________ ________ 38,207 10,233 35,194 (15,873) 67,761 ________ ________ ________ ________ ________ Costs and Expenses: Cost of products sold 33,394 9,988 29,841 (15,148) 58,075 Engineering and field service, selling, administrative and miscellaneous expenses 6,322 172 3,399 - 9,893 Interest expense 5,276 441 359 (755) 5,321 ________ ________ ________ ________ ________ 44,992 10,601 33,599 (15,903) 73,289 ________ ________ ________ ________ ________ Earnings (loss) before income taxes and equity in net loss of consolidated subsidiaries (6,785) (368) 1,595 30 (5,528) Income taxes 242 (132) 383 - 493 ________ ________ ________ ________ ________ Earnings (loss) before equity in net loss of consolidated subsidiaries (7,027) (236) 1,212 30 (6,021) Equity in net earnings of consolidated subsidiaries 976 - - (976) - ________ ________ ________ ________ ________ Net earnings (loss) $ (6,051) $ (236) $ 1,212 $ (946) $ (6,021) 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 Six Months Ended June 30, 2001 (Dollars in Thousands) Parent Guarantor Other Consolidated Company Subsidiaries Subsidiaries Eliminations Total Revenues: Net sales $ 75,007 $ 19,723 $ 65,120 $(27,502) $132,348 Other income 3,078 51 412 (3,321) 220 ________ ________ ________ ________ ________ 78,085 19,774 65,532 (30,823) 132,568 ________ ________ ________ ________ ________ Costs and Expenses: Cost of products sold 65,184 18,458 54,744 (27,612) 110,774 Engineering and field service, selling, administrative and miscellaneous expenses 13,340 385 7,360 - 21,085 Interest expense 10,607 926 2,530 (3,321) 10,742 ________ ________ ________ ________ ________ 89,131 19,769 64,634 (30,933) 142,601 ________ ________ ________ ________ ________ Earnings (loss) before income taxes and equity in net loss of consolidated subsidiaries (11,046) 5 898 110 (10,033) Income taxes 354 18 221 - 593 ________ ________ ________ ________ ________ Earnings (loss) before equity in net loss of consolidated subsidiaries (11,400) (13) 677 110 (10,626) Equity in net earnings of consolidated subsidiaries 664 - - (664) - ________ ________ ________ ________ ________ Net earnings (loss) $(10,736) $ (13) $ 677 $ (554) $(10,626) 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 Balance Sheets June 30, 2001 (Dollars in Thousands) Parent Guarantor Other Consolidated Company Subsidiaries Subsidiaries Eliminations Total ASSETS CURRENT ASSETS: Cash and cash equivalents $ - $ 34 $ 4,676 $ - $ 4,710 Receivables 32,302 9,898 20,358 - 62,558 Intercompany receivables 71,449 1,534 17,082 (90,065) - Inventories 62,393 7,547 43,821 (3,612) 110,149 Prepaid expenses and other current assets 579 164 4,523 - 5,266 ________ ________ ________ _________ ________ Total Current Assets 166,723 19,177 90,460 (93,677) 182,683 OTHER ASSETS: Restricted funds on deposit 278 - 438 - 716 Goodwill - net 56,740 - - - 56,740 Intangible assets - net 37,115 - - - 37,115 Other assets 9,350 - 2,610 - 11,960 Investment in subsidiaries 9,570 - - (9,570) - ________ ________ ________ _________ ________ 113,053 - 3,048 (9,570) 106,531 PROPERTY, PLANT AND EQUIPMENT - net 63,835 5,314 12,002 - 81,151 ________ ________ ________ _________ ________ $343,611 $ 24,491 $105,510 $(103,247) $370,365 LIABILITIES AND COMMON SHAREHOLDERS' INVESTMENT CURRENT LIABILITIES: Accounts payable and accrued expenses $ 43,169 $ 4,407 $ 16,302 $ (426) $ 63,452 Intercompany payables 1,125 25,939 58,680 (85,744) - Liabilities to customers on uncompleted contracts and warranties 1,621 862 2,059 - 4,542 Income taxes 179 114 1,213 - 1,506 Borrowings under revolving credit facilities and other short-term obligations 72,973 - 5,750 - 78,723 Current maturities of long-term debt 227 - 888 - 1,115 ________ ________ ________ _________ ________ Total Current Liabilities 119,294 31,322 84,892 (86,170) 149,338 LONG-TERM LIABILITIES: Liabilities to customers on uncompleted contracts and warranties 2,000 - - - 2,000 Postretirement benefits 13,111 - 441 - 13,552 Deferred expenses and other 16,618 272 1,048 - 17,938 ________ ________ ________ _________ ________ 31,729 272 1,489 - 33,490 LONG-TERM DEBT, less current maturities 150,247 - 2,456 - 152,703 COMMON SHAREHOLDERS' INVESTMENT 42,341 (7,103) 16,673 (17,077) 34,834 ________ ________ ________ _________ ________ $343,611 $ 24,491 $105,510 $(103,247) $370,365 Bucyrus International, Inc. and Subsidiaries Consolidating Condensed Balance Sheets December 31, 2000 (Dollars in Thousands) Parent Guarantor Other Consolidated Company Subsidiaries Subsidiaries Eliminations Total ASSETS CURRENT ASSETS: Cash and cash equivalents $ - $ 36 $ 6,912 $ - $ 6,948 Receivables 32,641 9,343 16,813 - 58,797 Intercompany receivables 70,534 2,292 17,953 (90,779) - Inventories 53,665 4,418 45,627 (2,584) 101,126 Prepaid expenses and other current assets 562 296 5,135 - 5,993 ________ ________ ________ _________ ________ Total Current Assets 157,402 16,385 92,440 (93,363) 172,864 OTHER ASSETS: Restricted funds on deposit 350 - 200 - 550 Goodwill - net 57,821 - - - 57,821 Intangible assets - net 38,180 - - - 38,180 Other assets 9,072 - 2,726 - 11,798 Investment in subsidiaries 12,735 - - (12,735) - ________ ________ ________ _________ ________ 118,158 - 2,926 (12,735) 108,349 PROPERTY, PLANT AND EQUIPMENT - net 67,524 5,624 13,405 - 86,553 ________ ________ ________ _________ ________ $343,084 $ 22,009 $108,771 $(106,098) $367,766 LIABILITIES AND COMMON SHAREHOLDERS' INVESTMENT CURRENT LIABILITIES: Accounts payable and accrued expenses $ 38,011 $ 2,430 $ 17,343 $ (256) $ 57,528 Intercompany payables 1,456 25,665 58,370 (85,491) - Liabilities to customers on uncompleted contracts and warranties 3,483 623 1,353 - 5,459 Income taxes 158 128 1,391 - 1,677 Borrowings under revolving credit facilities and other short-term obligations 52 - 5,677 - 5,729 Current maturities of long-term debt 317 - 812 - 1,129 ________ ________ ________ _________ ________ Total Current Liabilities 43,477 28,846 84,946 (85,747) 71,522 LONG-TERM LIABILITIES: Liabilities to customers on uncompleted contracts and warranties 2,412 - - - 2,412 Postretirement benefits 13,409 - 460 - 13,869 Deferred expenses and other 15,422 253 559 - 16,234 ________ ________ ________ _________ ________ 31,243 253 1,019 - 32,515 LONG-TERM DEBT, less current maturities 214,832 - 2,981 - 217,813 COMMON SHAREHOLDERS' INVESTMENT 53,532 (7,090) 19,825 (20,351) 45,916 ________ ________ ________ _________ ________ $343,084 $ 22,009 $108,771 $(106,098) $367,766 Bucyrus International, Inc. and Subsidiaries Consolidating Condensed Statements of Cash Flows Six Months Ended June 30, 2001 (Dollars in Thousands) Parent Guarantor Other Consolidated Company Subsidiaries Subsidiaries Eliminations Total Net Cash Provided By (Used In) Operating Activities $ (8,669) $ 42 $ (1,144) $ - $ (9,771) ________ ________ ________ ________ ________ Cash Flows From Investing Activities Decrease in restricted funds on deposit 72 - (238) - (166) Purchases of property, plant and equipment (797) (44) (607) - (1,448) Proceeds from sale of property, plant and equipment 55 - 464 - 519 ________ ________ ________ ________ ________ Net cash used in investing activities (670) (44) (381) - (1,095) ________ ________ ________ ________ ________ Cash Flows From Financing Activities Proceeds from revolving credit facilities 8,475 - 27 - 8,502 Net decrease in other short-term obligations and long-term debt (229) - (404) - (633) Capital contribution from Holdings 1,093 - - - 1,093 ________ ________ ________ ________ ________ Net cash provided by (used in) financing activities 9,339 - (377) - 8,962 ________ ________ ________ ________ ________ Effect of exchange rate changes on cash - - (334) - (334) ________ ________ ________ ________ ________ Net decrease in cash and cash equivalents - (2) (2,236) - (2,238) Cash and cash equivalents at beginning of period - 36 6,912 - 6,948 ________ ________ ________ ________ ________ Cash and cash equivalents at end of period $ - $ 34 $ 4,676 $ - $ 4,710 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 Proceeds from revolving credit facilities 5,950 - (616) - 5,334 Net increase in other short-term obligations and long-term debt (354) - (824) - (1,178) ________ ________ ________ ________ ________ 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 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, 2001 and 2000. In connection with acquisitions involving the Company, assets and liabilities were 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, 2001 and December 31, 2000 were as follows: June 30, December 31, 2001 2000 (Dollars in Thousands) Working capital $ 33,345 $101,342 Current ratio 1.2 to 1 2.4 to 1 The decrease in working capital and current ratio in 2001 was primarily due to the classification of borrowings under the bank credit agreement (see below) at June 30, 2001 as a current liability since these borrowings are due February 1, 2002. At December 31, 2000, these borrowings were classified as long-term. 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 bank credit agreement. 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, 2001 2000 2001 2000 (Dollars in Thousands) Loss before income taxes $ (5,528) $(11,263) $(10,033) $(22,594) Non-cash expenses: Depreciation 2,823 2,829 5,626 5,728 Amortization 1,433 1,511 2,752 2,938 (Gain) loss on sale of fixed assets 72 61 731 11 Interest expense 5,321 5,604 10,742 10,953 Adjusted EBITDA (1) $ 4,121 $ (1,258) $ 9,818 $ (2,964) (1) Adjusted EBITDA for the quarter and six months ended June 30, 2001 was reduced by restructuring charges of $610,000 and $709,000, respectively. Adjusted EBITDA for the quarter and six months ended June 30, 2000 was reduced by restructuring charges of $857,000 and $3,552,000, respectively. These restructuring charges primarily related to severance payments and related matters. The Company has a credit agreement with Bank One, Wisconsin (the "Credit Agreement") 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 February 1, 2002. 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, 2001 and December 31, 2000 were $71,175,000 and $64,450,000, respectively, at a weighted average interest rate of 7.5% and 10%, respectively. Direct borrowings under the Revolving Credit Facility at June 30, 2001 were classified as a current liability, while direct borrowings at December 31, 2000 were classified as long-term. The issuance of standby letters of credit under the Credit Agreement and certain other bank facilities and a portion of the semi-annual interest payment due on the Senior Notes reduce the amount available for direct borrowings under the Revolving Credit Facility. At June 30, 2001 and December 31, 2000, there were $4,196,000 and $12,391,000, respectively, 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, 2001 was $323,000, which is net of $2,900,000 that is to be used for the September 15, 2001 interest payment on the Senior Notes. The Company's receivables increased $8,959,000 during the second quarter of 2001. A significant portion of this increase in receivables was collected in early July and the balance is expected to be collected during the third quarter of 2001. The Company has recently begun negotiations to extend the Revolving Credit Facility and modify its terms. On June 27, 2001, the Company entered into a promissory note agreement with a bank which allows the Company to borrow up to $3,000,000. The note is due December 28, 2001 and bears interest at the bank's prime rate plus .85%. Borrowings under this agreement at June 30, 2001 were $1,750,000 at an interest rate of 7.60%. 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 Guarantor Subsidiaries, and BNY Midwest Trust Company, as Trustee. Interest thereon is payable each March 15 and September 15. During 2000, Holdings acquired $75,635,000 of the Company's $150,000,000 issue of Senior Notes. Holdings has agreed as part of the Credit Agreement to defer the receipt of interest on these Senior Notes. At June 30, 2001 and December 31, 2000, $7,374,000 and $5,859,000, respectively, of interest was accrued and payable to Holdings and is included in Deferred Expenses and Other in the Consolidated Condensed Balance Sheet. The amendment to the Credit Agreement dated March 20, 2001 required Holdings to contribute to equity of the Company a portion of the accrued interest. As a result, on March 20, 2001, the Company recorded an equity contribution from Holdings and a corresponding reduction in interest payable to Holdings in the amount of $2,171,000, which represented accrued interest as of June 30, 2000 on the Senior Notes acquired by Holdings. In addition, during the second quarter of 2001, Holdings made a cash capital contribution to the Company in the amount of $1,093,000. Both the Credit Agreement and the Senior Notes Indenture contain certain covenants which may affect the Company's liquidity and capital resources. The Credit Agreement 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. At June 30, 2001, the Company was in compliance with these covenants. Bucyrus Canada Limited, a wholly-owned subsidiary of the Company, has a C$15,000,000 credit facility with The Bank of Nova Scotia. The C$10,000,000 revolving term loan portion of this facility, as amended, expires on February 1, 2002 and bears interest at the bank's prime lending rate plus 1.50%. The C$5,000,000 non-revolving term loan portion is payable in monthly installments to 2004 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, 2001, 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, there can be no assurances to this effect and the Company continues to closely monitor its operations. 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 performance will be sufficient for the Company to maintain compliance with the financial covenants under the Credit Agreement, satisfy its debt service obligations and fund operating activities under all circumstances. At this time, the Company believes that future cash flows will be sufficient to recover the carrying value of its long-lived assets. The Company has recently begun negotiations to extend the Revolving Credit Facility and modify its terms and financial covenants as well as investigate other financing alternatives such as a sale and leaseback of its land and buildings in South Milwaukee, Wisconsin. Capital Resources At June 30, 2001, the Company had approximately $955,000 of open capital appropriations. The Company's capital expenditures for the six months ended June 30, 2001 were $1,448,000 compared with $1,695,000 for the six months ended June 30, 2000. During the second six months of 2001, the Company expects to continue spending close to the level of the first six months of 2001. Capitalization The long-term debt to equity ratio at June 30, 2001 and December 31, 2000 was 4.4 to 1 and 4.7 to 1, respectively. The long-term debt to total capitalization ratio at June 30, 2001 and December 31, 2000 was .6 to 1 and .8 to 1, respectively. If borrowings under the Revolving Credit Facility at June 30, 2001 were classified as long-term, the long-term debt to equity ratio and long-term debt to total capitalization ratio at June 30, 2001 would have been 6.4 to 1 and .8 to 1, respectively. Total capitalization is defined as total common shareholders' investment plus long-term debt plus current maturities of long-term debt and other short-term obligations. Results Of Operations Net Sales Net sales for the quarter and six months ended June 30, 2001 were $67,646,000 and $132,348,000, respectively, compared with $67,481,000 and $133,473,000 for the quarter and six months ended June 30, 2000, respectively. Net sales of repair parts and services for the quarter and six months ended June 30, 2001 were $52,703,000 and $102,013,000, respectively, which was a decrease of .2% and 2.4% from the quarter and six months ended June 30, 2000, respectively. Net machine sales for the quarter and six months ended June 30, 2001 were $14,943,000 and $30,335,000, respectively, which was an increase of 1.7% and 4.8% from the quarter and six months ended June 30, 2000, respectively. Cost of Products Sold Cost of products sold for the quarter ended June 30, 2001 was $58,075,000 or 85.9% of net sales compared with $61,568,000 or 91.2% of net sales for the quarter ended June 30, 2000. For the six months ended June 30, 2001, cost of products sold was $110,774,000 or 83.7% of net sales compared with $119,551,000 or 89.6% of net sales for the six months ended June 30, 2000. The decrease in the cost of products sold percentage for 2001 was primarily due to reduced warranty expense and favorable manufacturing variances resulting from higher manufacturing activity. Recently, the Company has had a marginal increase in its manufacturing production workforce to correspond with increased business activity. In addition, cost of products sold for the six months ended June 30, 2000 included approximately $1,300,000 of costs associated with the closing of the 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, 2001 and 2000 was $2,606,000 and $2,504,000, respectively, of additional depreciation expense as a result of the fair value adjustment to plant and equipment in connection with acquisitions involving the Company. Engineering and Field Service, Selling, Administrative and Miscellaneous Expenses Engineering and field service, selling, administrative and miscellaneous expenses for the quarter ended June 30, 2001 were $9,893,000 or 14.6% of net sales compared with $12,322,000 or 18.3% of net sales for the quarter ended June 30, 2000. The amounts for the six months ended June 30, 2001 and 2000 were $21,085,000 or 15.9% of net sales and $26,427,000 or 19.8% of net sales, respectively. Included in the amounts for the quarter and six months ended June 30, 2001 was $72,000 and $731,000, respectively, of losses on disposals of fixed assets. Also, due to a reduction in new orders, the Company continued to reduce a portion of its manufacturing production workforce through temporary layoffs and also reduced the number of its salaried employees. These activities resulted in restructuring charges of $610,000 and $709,000 for the quarter and six months ended June 30, 2001, respectively, and charges of $857,000 and $3,552,000 for the quarter and six months ended June 30, 2000. These charges primarily relate to severance payments and related matters. Interest Expense Interest expense for the quarter and six months ended June 30, 2001 was $5,321,000 and $10,742,000, respectively, compared with $5,604,000 and $10,953,000 for the quarter and six months ended June 30, 2000, respectively. Included in interest expense for the quarters and six months ended June 30, 2001 and 2000 was $3,657,000 and $7,313,000, respectively, related to the Senior Notes. The interest expense on the Senior Notes for the quarter and six months ended June 30, 2001 includes $1,844,000 and $3,688,000, respectively, related to the Senior Notes acquired by Holdings. Holdings has agreed as part of the Credit Agreement to defer the receipt of interest on these Senior Notes. 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, 2001 was $6,021,000 and $10,626,000, respectively, compared with a net loss of $11,849,000 and $23,345,000 for the quarter and six months ended June 30, 2000, respectively. Non-cash depreciation and amortization charges for the quarter and six months ended June 30, 2001 were $4,256,000 and $8,378,000, respectively, compared with $4,340,000 and $8,666,000 for the quarter and six months ended June 30, 2000, respectively. Backlog and New Orders The Company's consolidated backlog on June 30, 2001 was $249,464,000 compared with $164,408,000 at December 31, 2000 and $177,155,000 at June 30, 2000. Machine backlog at June 30, 2001 was $3,825,000 compared with $22,835,000 at December 31, 2000 and $26,986,000 at June 30, 2000. Repair parts and service backlog at June 30, 2001 was $245,639,000 compared with $141,573,000 at December 31, 2000 and $150,169,000 at June 30, 2000. A portion of this backlog is related to multi-year contracts which will generate revenue in future years. New orders for the quarter and six months ended June 30, 2001 were $168,127,000 and $217,404,000, respectively, compared with $69,942,000 and $123,350,000 for the quarter and six months ended June 30, 2000, respectively. New machine orders for the quarter and six months ended June 30, 2001 were $8,503,000 and $11,325,000, respectively, which is a decrease of 28.9% and 24.2% from the quarter and six months ended June 30, 2000, respectively. New machine orders continue to be affected by the low worldwide price of coal in recent years and lower demand and pricing for other minerals such as iron ore and copper. However, in recent months, the price of coal has been increasing which could improve demand for the Company's machines later this year or next year. New repair parts and service orders for the quarter and six months ended June 30, 2001 were $159,624,000 and $206,079,000, respectively, compared with $57,975,000 and $108,410,000 for the quarter and six months ended June 30, 2000, respectively. The increases for the quarter and six months ended June 30, 2001 were primarily due to orders received related to two maintenance and repair contracts, a machine move and a mining contract. 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, 2001 would not have a material effect on the Company's financial position, results of operations or cash flows. Foreign Currency Changes in foreign exchange rates can impact the Company's financial position, results of operations and cash flow. 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 derivative and other foreign currency sensitive instruments outstanding at June 30, 2001, 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," "could," "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 2001. 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 13, 2001 /s/Craig R. Mackus Craig R. Mackus Secretary and Controller Principal Accounting Officer Date August 13, 2001 /s/Theodore C. Rogers Theodore C. Rogers Chief Executive Officer BUCYRUS INTERNATIONAL, INC. EXHIBIT INDEX TO QUARTERLY REPORT ON FORM 10-Q FOR THE QUARTER ENDED JUNE 30, 2001 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) (a) Letter dated Exhibit 4.1(a) February 15, 2000 to Registrant's evidencing change of Quarterly Report Indenture Trustee. on Form 10-Q filed with the Commission on November 6, 2000. 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. (f) Sixth amendment dated Exhibit 10.1(f) September 8, 2000 to to Registrant's Credit Agreement. Quarterly Report on Form 10-Q filed with the Commission on November 6, 2000. (g) Seventh amendment dated Exhibit 10.1(g) March 20, 2001 to Credit to Registrant's Agreement. Annual Report on Form 10-K for the year ended December 31, 2000. 10.2 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. 10.3 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. 10.4 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. 10.5 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. 10.6 Letter Agreement Exhibit 10.7 between Registrant and to Registrant's Timothy W. Sullivan Quarterly Report dated August 8, 2000. on Form 10-Q filed with the Commission on August 14, 2000. 10.7 Agreement of Debt Exhibit 10.21 Conversion between to Registrant's Registrant and Annual Report on Bucyrus Holdings, LLC Form 10-K for dated March 22, 2001. the year ended December 31, 2000.