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 September 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 November 9, 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 nine months ended September 30, 2001
and 2000 3
Consolidated Condensed Statements of Comprehensive
Income (Loss) - Quarters and nine months ended
September 30, 2001 and 2000 4
Consolidated Condensed Balance Sheets -
September 30, 2001 and December 31, 2000 5-6
Consolidated Condensed Statements of Cash Flows -
Nine months ended September 30, 2001 and 2000 7
Notes to Consolidated Condensed Financial
Statements 8-19
Item 2 - Management's Discussion and Analysis
of Financial Condition and Results
of Operations 20-27
Part II. OTHER INFORMATION:
Item 6 - Exhibits and Reports on Form 8-K 28
Signature Page 29
BUCYRUS INTERNATIONAL, INC. AND SUBSIDIARIES
ITEM 1 - FINANCIAL STATEMENTS
CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS
(Dollars In Thousands, Except Per Share Amounts)
Quarters Ended September 30, Nine Months Ended September 30,
2001 2000 2001 2000
Revenues:
Net sales $ 82,219 $ 69,260 $ 214,567 $ 202,733
Other income 82 80 302 944
__________ __________ __________ __________
82,301 69,340 214,869 203,677
__________ __________ __________ __________
Costs and Expenses:
Cost of products sold 68,679 54,380 179,453 173,931
Engineering and field
service, selling,
administrative and
miscellaneous expenses 10,108 11,802 31,193 38,229
Interest expense 5,220 5,554 15,962 16,507
__________ __________ __________ __________
84,007 71,736 226,608 228,667
__________ __________ __________ __________
Loss before income taxes (1,706) (2,396) (11,739) (24,990)
Income taxes 1,732 1,189 2,325 1,940
__________ __________ __________ __________
Net loss $ (3,438) $ (3,585) $ (14,064) $ (26,930)
Net loss per share
of common stock:
Basic $ (2.39) $ (2.49) $ (9.80) $ (18.68)
Diluted $ (2.39) $ (2.49) $ (9.80) $ (18.68)
<FN>
See notes to consolidated condensed financial statements.
</FN>
BUCYRUS INTERNATIONAL, INC. AND SUBSIDIARIES
ITEM 1 - FINANCIAL STATEMENTS
CONSOLIDATED CONDENSED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
(Dollars in Thousands)
Quarters Ended September 30, Nine Months Ended September 30,
2001 2000 2001 2000
Net loss $ (3,438) $ (3,585) $ (14,064) $ (26,930)
Other comprehensive loss -
foreign currency translation
adjustments (3,380) (2,803) (7,100) (6,435)
__________ __________ __________ __________
Comprehensive loss $ (6,818) $ (6,388) $ (21,164) $ (33,365)
<FN>
See notes to consolidated condensed financial statements.
</FN>
BUCYRUS INTERNATIONAL, INC. AND SUBSIDIARIES
ITEM 1 - FINANCIAL STATEMENTS
CONSOLIDATED CONDENSED BALANCE SHEETS
(Dollars In Thousands, Except Per Share Amounts)
September 30, December 31, September 30, December 31,
2001 2000 2001 2000
ASSETS LIABILITIES AND COMMON
CURRENT ASSETS: SHAREHOLDERS' INVESTMENT
Cash and cash CURRENT LIABILITIES:
equivalents $ 5,076 $ 6,948 Accounts payable and
Receivables 65,657 58,797 accrued expenses $ 59,965 $ 57,528
Inventories 104,326 101,126 Interest payable to
Prepaid expenses and related party 9,218 -
other current assets 6,959 5,993 Liabilities to customers
________ ________ on uncompleted contracts
and warranties 5,147 5,459
Total Current Assets 182,018 172,864 Income taxes 1,744 1,677
Borrowings under revolving
OTHER ASSETS: credit facilities and other
Restricted funds short-term obligations 81,036 5,729
on deposit 512 550 Current maturities of
Goodwill - net 56,200 57,821 long-term debt 1,107 1,129
Intangible assets - net 36,583 38,180 ________ ________
Other assets 11,549 11,798 Total Current
________ ________ Liabilities 158,217 71,522
104,844 108,349 LONG-TERM LIABILITIES:
Liabilities to customers on
PROPERTY, PLANT AND EQUIPMENT: uncompleted contracts
Cost 113,910 115,216 and warranties 2,000 2,412
Less accumulated Postretirement benefits 13,357 13,869
depreciation (35,725) (28,663) Deferred expenses
________ ________ and other 10,990 10,375
Interest payable to
78,185 86,553 related party - 5,859
________ ________
26,347 32,515
LONG-TERM DEBT, less
current maturities 152,467 217,813
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 (94,017) (79,953)
Accumulated other
comprehensive income (loss) (24,845) (17,745)
________ ________
28,016 45,916
________ ________ ________ ________
$365,047 $367,766 $365,047 $367,766
<FN>
See notes to consolidated condensed financial statements.
</FN>
BUCYRUS INTERNATIONAL, INC. AND SUBSIDIARIES
ITEM 1 - FINANCIAL STATEMENTS
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
(Dollars In Thousands)
Nine Months Ended September 30,
2001 2000
Net Cash Used In Operating Activities $ (10,519) $ (5,273)
__________ __________
Cash Flows From Investing Activities
(Increase) decrease in restricted
funds on deposit 38 (469)
Purchases of property, plant
and equipment (2,410) (2,232)
Proceeds from sale of property, plant
and equipment 547 1,381
__________ __________
Net cash used in investing activities (1,825) (1,320)
__________ __________
Cash Flows From Financing Activities
Proceeds from revolving credit facilities 10,254 4,968
Net decrease in other short-term
obligations and long-term debt (316) (1,316)
Capital contribution from Bucyrus
Holdings, LLC 1,093 -
Purchase of treasury stock - (31)
__________ __________
Net cash provided by financing
activities 11,031 3,621
__________ __________
Effect of exchange rate changes
on cash (559) (727)
__________ __________
Net decrease in cash and cash
equivalents (1,872) (3,699)
Cash and cash equivalents at
beginning of period 6,948 8,369
__________ __________
Cash and cash equivalents at
end of period $ 5,076 $ 4,670
Supplemental Disclosures of Cash Flow Information
2001 2000
Cash paid during the period for:
Interest $ 12,441 $ 16,341
Income taxes - net of refunds 779 814
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:
September 30, December 31,
2001 2000
(Dollars in Thousands)
Raw materials and parts $ 13,930 $ 12,287
Costs relating to
uncompleted contracts 1,522 1,181
Customers' advances offset
against costs incurred on
uncompleted contracts (16) (1,207)
Work in process 12,411 12,941
Finished products (primarily
replacement parts) 76,479 75,924
$104,326 $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 Nine Months Ended
September 30, September 30,
2001 2000 2001 2000
(Dollars in Thousands, Except
Per Share Amounts)
Basic and Diluted
Net loss $ (3,438) $ (3,585) $ (14,064) $ (26,930)
Weighted average
shares outstanding 1,435,600 1,441,546 1,435,600 1,441,947
Net loss per share $ (2.39) $ (2.49) $ (9.80) $ (18.68)
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 $138,000 and $847,000 for
the quarter and nine months ended September 30, 2001, respectively, and
charges of $49,000 and $3,601,000 for the quarter and nine months ended
September 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 September 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, but will instead be subject to at least an annual
assessment for impairment by applying a fair-value-based test.
Additionally, intangible assets with indefinite lives will also no longer
be amortized but will be subject to a fair value test. Intangible assets
with definite lives will continue to be amortized. 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 the impact of SFAS 142 on existing
intangible assets and related amortization. The Company is beginning to
assess whether goodwill and intangible assets are impaired based on the
provisions of SFAS 142 and has not yet determined whether or not an
impairment charge will need to be recognized. The impact, if any, needs
to be determined by June 30, 2002.
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, 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 September 30, 2001
(Dollars in Thousands)
Parent Guarantor Other Consolidated
Company Subsidiaries Subsidiaries Eliminations Total
Revenues:
Net sales $ 40,106 $ 14,471 $ 41,177 $(13,535) $ 82,219
Other income 598 (1) 222 (737) 82
________ ________ ________ ________ ________
40,704 14,470 41,399 (14,272) 82,301
________ ________ ________ ________ ________
Costs and Expenses:
Cost of products sold 35,629 13,081 33,504 (13,535) 68,679
Engineering and field
service, selling,
administrative
and miscellaneous
expenses 6,435 47 3,626 - 10,108
Interest expense 5,186 406 365 (737) 5,220
________ ________ ________ ________ ________
47,250 13,534 37,495 (14,272) 84,007
________ ________ ________ ________ ________
Earnings (loss) before
income taxes and
equity in net earnings of
consolidated subsidiaries (6,546) 936 3,904 - (1,706)
Income taxes (benefit) (217) 358 1,591 - 1,732
________ ________ ________ ________ ________
Earnings (loss) before
equity in net earnings of
consolidated subsidiaries (6,329) 578 2,313 - (3,438)
Equity in net earnings of
consolidated subsidiaries 2,891 - - (2,891) -
________ ________ ________ ________ ________
Net earnings (loss) $ (3,438) $ 578 $ 2,313 $ (2,891) $ (3,438)
Bucyrus International, Inc. and Subsidiaries
Consolidating Condensed Statements of Operations
Quarter Ended September 30, 2000
(Dollars in Thousands)
Parent Guarantor Other Consolidated
Company Subsidiaries Subsidiaries Eliminations Total
Revenues:
Net sales $ 35,789 $ 9,004 $ 33,913 $ (9,446) $ 69,260
Other income 888 - 308 (1,116) 80
________ ________ ________ ________ ________
36,677 9,004 34,221 (10,562) 69,340
________ ________ ________ ________ ________
Costs and Expenses:
Cost of products sold 28,641 7,394 28,016 (9,671) 54,380
Engineering and field
service, selling,
administrative
and miscellaneous
expenses 8,107 219 3,476 - 11,802
Interest expense 5,550 496 624 (1,116) 5,554
________ ________ ________ ________ ________
42,298 8,109 32,116 (10,787) 71,736
________ ________ ________ ________ ________
Earnings (loss) before
income taxes and
equity in net earnings of
consolidated subsidiaries (5,621) 895 2,105 225 (2,396)
Income taxes 174 45 970 - 1,189
________ ________ ________ ________ ________
Earnings (loss) before
equity in net earnings of
consolidated subsidiaries (5,795) 850 1,135 225 (3,585)
Equity in net earnings of
consolidated subsidiaries 1,878 - - (1,878) -
________ ________ ________ ________ ________
Net earnings (loss) $ (3,917) $ 850 $ 1,135 $ (1,653) $ (3,585)
Bucyrus International, Inc. and Subsidiaries
Consolidating Condensed Statements of Operations
Nine Months Ended September 30, 2001
(Dollars in Thousands)
Parent Guarantor Other Consolidated
Company Subsidiaries Subsidiaries Eliminations Total
Revenues:
Net sales $115,113 $ 34,194 $106,297 $(41,037) $214,567
Other income 3,676 50 634 (4,058) 302
________ ________ ________ ________ ________
118,789 34,244 106,931 (45,095) 214,869
________ ________ ________ ________ ________
Costs and Expenses:
Cost of products sold 100,813 31,539 88,248 (41,147) 179,453
Engineering and field
service, selling,
administrative
and miscellaneous
expenses 19,775 432 10,986 - 31,193
Interest expense 15,793 1,332 2,895 (4,058) 15,962
________ ________ ________ ________ ________
136,381 33,303 102,129 (45,205) 226,608
________ ________ ________ ________ ________
Earnings (loss) before
income taxes and
equity in net earnings of
consolidated subsidiaries (17,592) 941 4,802 110 (11,739)
Income taxes 137 376 1,812 - 2,325
________ ________ ________ ________ ________
Earnings (loss) before
equity in net earnings of
consolidated subsidiaries (17,729) 565 2,990 110 (14,064)
Equity in net earnings of
consolidated subsidiaries 3,555 - - (3,555) -
________ ________ ________ ________ ________
Net earnings (loss) $(14,174) $ 565 $ 2,990 $ (3,445) $(14,064)
Bucyrus International, Inc. and Subsidiaries
Consolidating Condensed Statements of Operations
Nine Months Ended September 30, 2000
(Dollars in Thousands)
Parent Guarantor Other Consolidated
Company Subsidiaries Subsidiaries Eliminations Total
Revenues:
Net sales $109,274 $ 27,241 $104,752 $(38,534) $202,733
Other income 4,361 3 510 (3,930) 944
________ ________ ________ ________ ________
113,635 27,244 105,262 (42,464) 203,677
________ ________ ________ ________ ________
Costs and Expenses:
Cost of products sold 97,139 25,707 88,674 (37,589) 173,931
Engineering and field
service, selling,
administrative
and miscellaneous
expenses 26,245 993 10,991 - 38,229
Interest expense 16,017 1,387 3,033 (3,930) 16,507
________ ________ ________ ________ ________
139,401 28,087 102,698 (41,519) 228,667
________ ________ ________ ________ ________
Earnings (loss) before
income taxes and
equity in net earnings of
consolidated subsidiaries (25,766) (843) 2,564 (945) (24,990)
Income taxes 745 58 1,137 - 1,940
________ ________ ________ ________ ________
Earnings (loss) before
equity in net earnings of
consolidated subsidiaries (26,511) (901) 1,427 (945) (26,930)
Equity in net earnings of
consolidated subsidiaries 419 - - (419) -
________ ________ ________ ________ ________
Net earnings (loss) $(26,092) $ (901) $ 1,427 $ (1,364) $(26,930)
Bucyrus International, Inc. and Subsidiaries
Consolidating Condensed Balance Sheets
September 30, 2001
(Dollars in Thousands)
Parent Guarantor Other Consolidated
Company Subsidiaries Subsidiaries Eliminations Total
ASSETS
CURRENT ASSETS:
Cash and cash equivalents $ - $ 27 $ 5,049 $ - $ 5,076
Receivables 27,635 10,901 27,121 - 65,657
Intercompany receivables 80,802 906 12,490 (94,198) -
Inventories 55,329 11,671 40,404 (3,078) 104,326
Prepaid expenses and
other current assets 733 838 5,388 - 6,959
________ ________ ________ _________ ________
Total Current Assets 164,499 24,343 90,452 (97,276) 182,018
OTHER ASSETS:
Restricted funds on deposit - - 512 - 512
Goodwill - net 56,200 - - - 56,200
Intangible assets - net 36,583 - - - 36,583
Other assets 9,096 - 2,453 - 11,549
Investment in subsidiaries 8,831 - - (8,831) -
________ ________ ________ _________ ________
110,710 - 2,965 (8,831) 104,844
PROPERTY, PLANT AND
EQUIPMENT - net 61,753 5,291 11,141 - 78,185
________ ________ ________ _________ ________
$336,962 $ 29,634 $104,558 $(106,107) $365,047
LIABILITIES AND COMMON
SHAREHOLDERS' INVESTMENT
CURRENT LIABILITIES:
Accounts payable and
accrued expenses $ 38,732 $ 5,820 $ 15,917 $ (504) $ 59,965
Intercompany payables 1,010 29,386 58,631 (89,027) -
Interest payable to
related party 9,218 - - - 9,218
Liabilities to customers
on uncompleted contracts
and warranties 2,237 591 2,319 - 5,147
Income taxes 225 92 1,427 - 1,744
Borrowings under revolving
credit facilities
and other short-term
obligations 75,125 - 5,911 - 81,036
Current maturities of
long-term debt 232 - 875 - 1,107
________ ________ ________ _________ ________
Total Current Liabilities 126,779 35,889 85,080 (89,531) 158,217
LONG-TERM LIABILITIES:
Liabilities to customers
on uncompleted contracts
and warranties 2,000 - - - 2,000
Postretirement benefits 12,926 - 431 - 13,357
Deferred expenses and other 9,309 270 1,411 - 10,990
________ ________ ________ _________ ________
24,235 270 1,842 - 26,347
LONG-TERM DEBT, less
current maturities 150,187 - 2,280 - 152,467
COMMON SHAREHOLDERS'
INVESTMENT 35,761 (6,525) 15,356 (16,576) 28,016
________ ________ ________ _________ ________
$336,962 $ 29,634 $104,558 $(106,107) $365,047
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 9,563 253 559 - 10,375
Interest payable to
related party 5,859 - - - 5,859
________ ________ ________ _________ ________
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
Nine Months Ended September 30, 2001
(Dollars in Thousands)
Parent Guarantor Other Consolidated
Company Subsidiaries Subsidiaries Eliminations Total
Net Cash Provided By (Used
In) Operating Activities $(10,461) $ 183 $ (241) $ - $(10,519)
________ ________ ________ ________ ________
Cash Flows From Investing
Activities
Decrease (increase)
in restricted funds
on deposit 350 - (312) - 38
Purchases of property,
plant and equipment (1,342) (192) (876) - (2,410)
Proceeds from sale of
property, plant and
equipment 17 - 530 - 547
________ ________ ________ ________ ________
Net cash used in
investing activities (975) (192) (658) - (1,825)
________ ________ ________ ________ ________
Cash Flows From Financing
Activities
Proceeds from revolving
credit facilities 10,675 - (421) - 10,254
Net increase (decrease)
in other short-term
obligations and
long-term debt (332) - 16 - (316)
Capital contribution from
Bucyrus Holdings, LLC 1,093 - - - 1,093
________ ________ ________ ________ ________
Net cash provided by
(used in) financing
activities 11,436 - (405) - 11,031
________ ________ ________ ________ ________
Effect of exchange rate
changes on cash - - (559) - (559)
________ ________ ________ ________ ________
Net decrease in cash
and cash euivalents - (9) (1,863) - (1,872)
Cash and cash equivalents
at beginning of period - 36 6,912 - 6,948
________ ________ ________ ________ ________
Cash and cash equivalents
at end of period $ - $ 27 $ 5,049 $ - $ 5,076
Bucyrus International, Inc. and Subsidiaries
Consolidating Condensed Statements of Cash Flows
Nine Months Ended September 30, 2000
(Dollars in Thousands)
Parent Guarantor Other Consolidated
Company Subsidiaries Subsidiaries Eliminations Total
Net Cash Used In
Operating Activities $ (3,968) $ (396) $ (909) $ - $ (5,273)
________ ________ ________ ________ ________
Cash Flows From Investing
Activities
Increase in restricted
funds on deposit (350) - (119) - (469)
Purchases of property,
plant and equipment (1,328) (69) (835) - (2,232)
Proceeds from sale of
property, plant and
equipment 37 494 850 - 1,381
________ ________ ________ ________ ________
Net cash provided by
(used in) investing
activities (1,641) 425 (104) - (1,320)
________ ________ ________ ________ ________
Cash Flows From Financing
Activities
Proceeds from revolving
credit facilities 6,100 - (1,132) - 4,968
Net decrease in other
short-term obligations
and long-term debt (460) - (856) - (1,316)
Purchase of treasury stock (31) - - - (31)
________ ________ ________ ________ ________
Net cash provided by
(used in) financing
activities 5,609 - (1,988) - 3,621
________ ________ ________ ________ ________
Effect of exchange rate
changes on cash - - (727) - (727)
________ ________ ________ ________ ________
Net increase (decrease)
in cash and cash
equivalents - 29 (3,728) - (3,699)
Cash and cash equivalents
at beginning of period - 23 8,346 - 8,369
________ ________ ________ ________ ________
Cash and cash equivalents
at end of period $ - $ 52 $ 4,618 $ - $ 4,670
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 nine months ended September 30,
2001 and 2000.
In connection with acquisitions involving the Company, assets and
liabilities have been adjusted to their estimated fair values. The
consolidated 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 September 30, 2001 and December 31, 2000
were as follows:
September 30, December 31,
2001 2000
(Dollars in Thousands)
Working capital $ 23,801 $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 and
interest payable to a related party (see below) at September 30, 2001 as
current liabilities. At December 31, 2000, these liabilities were classified
as long-term.
The Company is presenting below a calculation of earnings 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 its 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 Nine Months Ended
September 30, September 30,
2001 2000 2001 2000
(Dollars in Thousands)
Loss before
income taxes $ (1,706) $ (2,396) $(11,739) $(24,990)
Non-cash expenses:
Depreciation 2,773 2,838 8,399 8,566
Amortization 1,331 1,518 4,083 4,456
(Gain) loss on
sale of fixed
assets 14 4 745 15
Interest expense 5,220 5,554 15,962 16,507
Adjusted EBITDA(1) $ 7,632 $ 7,518 $ 17,450 $ 4,554
(1) Adjusted EBITDA for the quarter and nine months ended September 30, 2001
was reduced by restructuring charges of $138,000 and $847,000,
respectively. Adjusted EBITDA for the quarter and nine months ended
September 30, 2000 was reduced by restructuring charges of $49,000 and
$3,601,000, respectively. These restructuring charges primarily relate
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 September 30, 2001 and
December 31, 2000 were $73,375,000 and $64,450,000, respectively, at a
weighted average interest rate of 7.1% and 10.0%, respectively. Direct
borrowings under the Revolving Credit Facility at September 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
September 30, 2001 and December 31, 2000, there were $2,335,000 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 September 30, 2001 was $299,000, which is net of $725,000
that is to be used for the March 15, 2002 interest payment on the Senior
Notes. Receivables have increased $12,058,000 since the end of the first
quarter of 2001 due primarily to increased machine sales activity. The
amounts related to this increase will be collected in the fourth quarter of
2001. The Company has begun negotiations to extend the Revolving Credit
Facility and modify its terms and financial covenants.
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 September 30, 2001 were $1,750,000 at an
interest rate of 6.85%.
The Company has outstanding $150,000,000 of its Senior Notes which were
issued pursuant to an indenture 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 September 30, 2001 and December 31, 2000, $9,218,000 and $5,859,000,
respectively, of interest was accrued and payable to Holdings. The amount at
September 30, 2001 was included as a current liability in the Consolidated
Condensed Balance Sheet while the amount at December 31, 2000 was classified
as long-term. 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 September 30, 2001, the Company was in
compliance with all covenants.
Bucyrus Canada Limited, a wholly-owned subsidiary of the Company, has a
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 amount
outstanding under the revolving term loan portion was C$7,918,000 and
C$8,145,000 at September 30, 2001 and December 31, 2000, respectively. The
non-revolving term loan portion is payable in monthly installments to 2004 and
bears interest at the bank's prime lending rate plus 2%. The amount
outstanding under the non-revolving term loan portion was C$4,080,000 and
C$4,400,000 at September 30, 2001 and December 31, 2000, respectively. This
credit facility contains covenants which, among other things, requires Bucyrus
Canada Limited to maintain a minimum current ratio and tangible net worth. At
September 30, 2001, Bucyrus Canada Limited was in compliance with these
covenants.
The Company has been notified that it will receive an allocation of
shares as a result of the demutualization of The Principal Financial Group.
The Company is currently a policyholder and is expecting to receive
approximately 329,000 shares in the fourth quarter. The quoted market price
of these shares at November 9, 2001 was $21.60 per share. The Company
currently intends to sell the shares in the fourth quarter or in the first
quarter of 2002.
The Company has signed a sale and leaseback agreement for a portion of
its land and buildings in South Milwaukee, Wisconsin. The transaction is
expected to close by the end of the year. The term of the lease is twenty
years with options for renewals. The sale price will be approximately
$7,000,000.
Operating Losses
The Company is highly leveraged and low sales volumes in recent years
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, the potential sale of shares in the Principal
Financial Group, the proposed sale of the South Milwaukee land and buildings
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. The ability to satisfy debt service obligations and fund
operating activities is dependent upon the successful extension of the Credit
Agreement. At this time, the Company continues to believe that future cash
flows will be sufficient to recover the carrying value of its long-lived
assets.
Capital Resources
At September 30, 2001, the Company had approximately $1,034,000 of open
capital appropriations. The Company's capital expenditures for the nine
months ended September 30, 2001 were $2,410,000 compared with $2,232,000 for
the nine months ended September 30, 2000. In the near term, the Company
currently anticipates spending close to current levels.
Capitalization
The long-term debt to equity ratio at September 30, 2001 and December 31,
2000 was 5.4 to 1 and 4.7 to 1, respectively. The long-term debt to total
capitalization ratio at September 30, 2001 and December 31, 2000 was .6 to 1
and .8 to 1, respectively. If borrowings under the Revolving Credit Facility
were classified as long-term, the long-term debt to equity ratio and long-term
debt to total capitalization ratio at September 30, 2001 would have been
8.1 to 1 and .9 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 nine months ended September 30, 2001 were
$82,219,000 and $214,567,000, respectively, compared with $69,260,000 and
$202,733,000 for the quarter and nine months ended September 30, 2000,
respectively. Net sales of repair parts and services for the quarter and nine
months ended September 30, 2001 were $66,520,000 and $168,533,000,
respectively, which is an increase of 21.0% and 5.7% from the quarter and nine
months ended September 30, 2000, respectively. Net machine sales for the
quarter and nine months ended September 30, 2001 were $15,699,000 and
$46,034,000, respectively, which is an increase of 10.0% and 6.5% from the
quarter and nine months ended September 30, 2000, respectively.
Cost of Products Sold
Cost of products sold for the quarter ended September 30, 2001 was
$68,679,000 or 83.5% of net sales compared with $54,380,000 or 78.5% of net
sales for the quarter ended September 30, 2000. For the nine months ended
September 30, 2001, cost of products sold was $179,453,000 or 83.6% of net
sales compared with $173,931,000 or 85.8% of net sales for the nine months
ended September 30, 2000. Cost of products sold for the quarter ended
September 30, 2000 was reduced by a $1,800,000 favorable adjustment related to
commercial issues and a $1,100,000 favorable business interruption insurance
settlement. The decrease in the year-to-date cost of products sold percentage
for 2001 was primarily due to reduced warranty expense and favorable
manufacturing variances resulting from higher manufacturing activity. In
addition, included in cost of products sold for the nine months ended
September 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 nine
months ended September 30, 2001 and 2000 was $3,932,000 and $3,780,000,
respectively, of additional depreciation expense as a result of the fair value
adjustment to plant and equipment in connection with the 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 September 30, 2001 were $10,108,000 or 12.3% of
net sales compared with $11,802,000 or 17.0% of net sales for the quarter
ended September 30, 2000. The amounts for the nine months ended September 30,
2001 and 2000 were $31,193,000 or 14.5% of net sales and $38,229,000 or 18.9%
of net sales, respectively. Included in the amount for the nine months ended
September 30, 2001 was $745,000 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 layoffs and also reduced the
number of its salaried employees. These activities resulted in restructuring
charges of $138,000 and $847,000 for the quarter and nine months ended
September 30, 2001, respectively, and charges of $49,000 and $3,601,000 for
the quarter and nine months ended September 30, 2000, respectively.
Interest Expense
Interest expense for the quarter and nine months ended September 30, 2001
was $5,220,000 and $15,962,000, respectively, compared with $5,554,000 and
$16,507,000 for the quarter and nine months ended September 30, 2000,
respectively. Included in interest expense for the quarters and nine months
ended September 30, 2001 and 2000 was $3,656,000 and $10,969,000,
respectively, related to the Senior Notes. The interest expense on the Senior
Notes for the quarter and nine months ended September 30, 2001 includes
$1,844,000 and $5,531,000, 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 Earnings (Loss)
Net loss for the quarter and nine months ended September 30, 2001 was
$3,438,000 and $14,064,000, respectively, compared with a net loss of
$3,585,000 and $26,930,000 for the quarter and nine months ended September 30,
2000, respectively. Non-cash depreciation and amortization charges for the
quarter and nine months ended September 30, 2001 were $4,104,000 and
$12,482,000, respectively, compared with $4,356,000 and $13,022,000,
respectively, for the quarter and nine months ended September 30, 2000.
Backlog and New Orders
The Company's consolidated backlog on September 30, 2001 was $259,415,000
compared with $164,408,000 at December 31, 2000 and $171,183,000 at
September 30, 2000. Machine backlog at September 30, 2001 was $36,864,000,
compared with $22,835,000 at December 31, 2000 and $16,201,000 at
September 30, 2000. Repair parts and service backlog at September 30, 2001
was $222,551,000, compared with $141,573,000 at December 31, 2000 and
$154,982,000 at September 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 nine months ended September 30, 2001 were
$92,170,000 and $309,574,000, respectively, compared with $63,288,000 and
$186,638,000 for the quarter and nine months ended September 30, 2000,
respectively. New machine orders for the quarter and nine months ended
September 30, 2001 were $48,738,000 and $60,063,000, respectively, compared
with $3,487,000 and $18,427,000 for the quarter and nine months ended
September 30, 2000, respectively. During the third quarter of 2001, the
Company received orders for electric mining shovels to be used in the oil
sands area of Western Canada and in coal mining. New repair parts and service
orders for the quarter and nine months ended September 30, 2001 were
$43,432,000 and $249,511,000, respectively, compared with $59,801,000 and
$168,211,000 for the quarter and nine months ended September 30, 2000,
respectively. The increase for the nine months ended September 30, 2001 was
primarily due to orders received related to two maintenance and repair
contracts, a machine move and a mining contract. Included in new repair parts
and service orders for the quarter ended September 30, 2000 was an amount
related to a maintenance and repair contract in Chile. While copper prices
have been weakening, the price of coal has increased which could improve
demand for the Company's products next year.
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. The Company also has certain other 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 its weighted average interest rate
at September 30, 2001 would have the effect of changing the Company's interest
expense on an annual basis by approximately $600,000.
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 September 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," "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 third 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 November 12, 2001 /s/Craig R. Mackus
Craig R. Mackus
Secretary and Controller
Principal Accounting Officer
Date November 12, 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 SEPTEMBER 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.
10.8 Consulting Agreement X
between Registrant and
Willard R. Hildebrand
dated July 25, 2001.