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 March 31, 2003
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from __________ to __________
Commission file number 1-871
BUCYRUS INTERNATIONAL, INC.
(Exact Name of Registrant as Specified in its Charter)
DELAWARE 39-0188050
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
P. O. BOX 500
1100 MILWAUKEE AVENUE
SOUTH MILWAUKEE, WISCONSIN
53172
(Address of Principal Executive Offices)
(Zip Code)
(414) 768-4000
(Registrant's Telephone Number, Including Area Code)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days. Yes [ X ] No [ ]
Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Securities Exchange Act of 1934). Yes [ ] No [X]
Indicate the number of shares outstanding of each of the issuer's classes
of common stock, as of the latest practicable date.
Class Outstanding May 6, 2003
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 ended March 31, 2003 and 2002 3
Consolidated Condensed Statements of
Comprehensive Income (Loss) - Quarters ended
March 31, 2003 and 2002 4
Consolidated Condensed Balance Sheets -
March 31, 2003 and December 31, 2002 5-6
Consolidated Condensed Statements of Cash Flows -
Quarters ended March 31, 2003 and 2002 7
Notes to Consolidated Condensed Financial
Statements 8-20
Item 2 - Management's Discussion and Analysis of
Financial Condition and Results of Operations 21-25
Item 3 - Quantitative and Qualitative Disclosures
About Market Risk 26
Item 4 - Disclosure Controls and Procedures 27
Forward-Looking Statements 28
PART II. OTHER INFORMATION:
Item 1 - Legal Proceedings 29
Item 2 - Changes in Securities and Use of Proceeds 29
Item 3 - Defaults Upon Senior Securities 29
Item 4 - Submission of Matters to a Vote of
Security Holders 29
Item 5 - Other Information 29
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 (Unaudited)
(Dollars in Thousands, Except Per Share Amounts)
Quarters Ended March 31,
2003 2002
Revenues:
Net sales $ 60,882 $ 64,430
Other income 45 54
__________ __________
60,927 64,484
__________ __________
Costs and Expenses:
Cost of products sold 46,324 52,171
Engineering and field service,
selling, administrative and
miscellaneous expenses 10,606 9,692
Interest expense 4,523 4,599
__________ __________
61,453 66,462
__________ __________
Loss before income taxes (526) (1,978)
Income taxes 806 606
__________ __________
Net loss $ (1,332) $ (2,584)
Net loss per share
of common stock:
Basic $ (.93) $ (1.80)
Diluted $ (.93) $ (1.80)
See notes to consolidated condensed financial statements.
BUCYRUS INTERNATIONAL, INC. AND SUBSIDIARIES
ITEM 1 - FINANCIAL STATEMENTS
CONSOLIDATED CONDENSED STATEMENTS OF
COMPREHENSIVE INCOME (LOSS) (Unaudited)
(Dollars in Thousands)
Quarters Ended March 31,
2003 2002
Net loss $ (1,332) $ (2,584)
Other comprehensive income (loss) -
foreign currency translation
adjustments 1,576 (324)
________ ________
Comprehensive income (loss) $ 244 $ (2,908)
See notes to consolidated condensed financial statements.
BUCYRUS INTERNATIONAL, INC. AND SUBSIDIARIES
ITEM 1 - FINANCIAL STATEMENTS
CONSOLIDATED CONDENSED BALANCE SHEETS (Unaudited)
(Dollars in Thousands, Except Per Share Amounts)
March 31, December 31, March 31, December 31,
2003 2002 2003 2002
LIABILITIES AND COMMON
SHAREHOLDERS' INVESTMENT
ASSETS (DEFICIENCY IN ASSETS)
CURRENT ASSETS: CURRENT LIABILITIES:
Cash and cash Accounts payable and
equivalents $ 5,174 $ 4,189 accrued expenses $ 52,372 $ 59,216
Receivables 43,482 52,770 Liabilities to customers
Inventories 122,221 114,312 on uncompleted contracts
Prepaid expenses and and warranties 7,767 7,850
other current assets 6,569 6,186 Income taxes 3,850 3,443
________ ________ Short-term obligations - 495
Current maturities of
Total Current Assets 177,446 177,457 long-term debt 344 431
________ ________
OTHER ASSETS:
Restricted funds Total Current Liabilities 64,333 71,435
on deposit 1,413 1,485
Goodwill 55,860 55,860 LONG-TERM LIABILITIES:
Intangible assets - net 37,251 37,662 Liabilities to customers on
Other assets 12,008 11,935 uncompleted contracts
________ ________ and warranties 2,000 2,000
Postretirement benefits 12,712 12,751
106,532 106,942 Deferred expenses,
pension and other 42,356 42,583
PROPERTY, PLANT AND EQUIPMENT: Interest payable to
Cost 107,399 106,565 Holdings 20,280 18,436
Less accumulated ________ ________
depreciation (46,942) (44,086)
________ ________ 77,348 75,770
LONG-TERM DEBT, less
60,457 62,479 current maturities 210,641 207,804
COMMON SHAREHOLDERS' INVESTMENT
(DEFICIENCY IN ASSETS):
Common stock - par value
$.01 per share, authorized
1,700,000 shares, issued
1,444,650 shares 14 14
Additional paid-in capital 147,715 147,715
Treasury stock -
9,050 shares, at cost (851) (851)
Accumulated deficit (102,534) (101,202)
Accumulated other
comprehensive loss (52,231) (53,807)
________ ________
(7,887) (8,131)
________ ________ ________ ________
$344,435 $346,878 $344,435 $346,878
<FN>
See notes to consolidated condensed financial statements.
</FN>
BUCYRUS INTERNATIONAL, INC. AND SUBSIDIARIES
ITEM 1 - FINANCIAL STATEMENTS
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS (Unaudited)
(Dollars in Thousands)
Quarters Ended March 31,
2003 2002
Net Cash Used In Operating Activities $ (78) $ (5,612)
________ ________
Cash Flows From Investing Activities
(Increase) decrease in restricted
funds on deposit 72 (749)
Proceeds from sale of The Principal
Financial Group shares - 2,974
Purchases of property, plant
and equipment (389) (1,036)
Net proceeds from sale and leaseback
transaction - 6,657
Proceeds from sale of property, plant
and equipment 15 67
________ ________
Net cash provided by (used in)
investing activities (302) 7,913
________ ________
Cash Flows From Financing Activities
Net proceeds from (repayments of)
revolving credit facilities 2,735 (2,779)
Net decrease in other long-term
debt and bank borrowings (480) (87)
Payment of refinancing expenses (976) (1,451)
________ ________
Net cash provided by (used in)
financing activities 1,279 (4,317)
________ ________
Effect of exchange rate changes on cash 86 129
________ ________
Net increase (decrease) in cash
and cash equivalents 985 (1,887)
Cash and cash equivalents at
beginning of period 4,189 7,218
________ ________
Cash and cash equivalents at
end of period $ 5,174 $ 5,331
Supplemental Disclosures of Cash Flow Information
2003 2002
Cash paid during the period for:
Interest $ 4,421 $ 4,429
Income taxes - net of refunds 702 254
See notes to consolidated condensed financial statements.
BUCYRUS INTERNATIONAL, INC. AND SUBSIDIARIES
ITEM 1 - FINANCIAL STATEMENTS
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (Unaudited)
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 2002
Annual Report on Form 10-K filed with the Securities and Exchange
Commission on March 31, 2003.
3. Inventories consist of the following:
March 31, December 31,
2003 2002
(Dollars in Thousands)
Raw materials and parts $ 16,233 $ 15,509
Work in process 19,238 17,817
Finished products (primarily
replacement parts) 86,750 80,986
________ ________
$122,221 $114,312
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. The shares outstanding used to compute the diluted
earnings per share for the quarters ended March 31, 2003 and 2002 exclude
outstanding options to purchase 199,500 and 200,000 shares, respectively,
of the Company's common stock. The options were excluded because their
inclusion would have been antidilutive. The numerators and the
denominators of the basic and diluted net loss per share of common stock
calculations are as follows:
Quarters Ended March 31,
2003 2002
(Dollars in Thousands, Except
Per Share Amounts)
Basic and Diluted
Net loss $ (1,332) $ (2,584)
Weighted average shares outstanding 1,435,600 1,435,600
Net loss per share $ (.93) $ (1.80)
5. The Company accounts for stock-based compensation in accordance with
Accounting Principles Board Opinion No. 25, "Accounting for Stock Issued
to Employees," as allowed by Statement of Financial Accounting Standards
No. 123, "Accounting for Stock-Based Compensation" ("SFAS 123"). Stock
options are granted at prices equal to the fair market value of the
Company's common stock on the grant dates; therefore, no compensation
expense is recognized in connection with stock options granted to
employees. The following table illustrates the effect on net loss and
net loss per share as if the fair value-based method provided by SFAS 123
had been applied for all outstanding and unvested awards in each period:
Quarters Ended March 31,
2003 2002
(Dollars in Thousands, Except
Per Share Amounts)
Net loss, as reported $ (1,332) $ (2,584)
Deduct: Total stock-based employee
compensation expense determined
under fair value based method
for all awards, net of related
tax effects (72) (72)
________ ________
Pro forma net loss $ (1,404) $ (2,656)
Net loss per share of common
stock (basic and diluted):
As reported $ (.93) $ (1.80)
Pro forma (.98) (1.85)
6. Intangible assets consist of the following:
March 31, 2003 December 31, 2002
Gross Gross
Carrying Accumulated Carrying Accumulated
Amount Amortization Amount Amortization
(Dollars in Thousands)
Amortized intangible
assets:
Engineering drawings $ 25,500 $ (7,037) $ 25,500 $ (6,719)
Bill of material
listings 2,856 (788) 2,856 (752)
Software 2,288 (1,263) 2,288 (1,206)
________ ________ ________ ________
$ 30,644 $ (9,088) $ 30,644 $ (8,677)
Unamortized intangible
assets:
Trademarks/Trade names $ 12,436 $ 12,436
Intangible pension
asset 3,259 3,259
________ ________
$ 15,695 $ 15,695
The aggregate intangible amortization expense for the quarters ended
March 31, 2003 and 2002 was $411,000. The estimated future amortization
expense of intangible assets as of March 31, 2003 is as follows:
(Dollars in Thousands)
2003 (remaining nine months) $ 1,236
2004 1,647
2005 1,647
2006 1,647
2007 1,585
2008 1,418
Future 12,376
________
$ 21,556
7. Expenditures for ongoing compliance with environmental regulations that
relate to current operations are expensed or capitalized as appropriate.
Expenditures that relate to an existing condition caused by past
operations and which do not contribute to current or future revenue
generation are expensed. Liabilities are recorded when environmental
assessments indicate that remedial efforts are probable and the costs can
be reasonably estimated. Estimates of the liability are based upon
currently available facts, existing technology and presently enacted laws
and regulations. These liabilities are included in the Consolidated
Condensed Balance Sheets at their undiscounted amounts. Recoveries are
evaluated separately from the liability and, if appropriate, are recorded
separately from the associated liability in the Consolidated Condensed
Balance Sheets.
The Company recognizes the cost associated with its warranty policies on
its products at the time of sale. The amount recognized is based on
historical experience. The following is a reconciliation of the changes
in accrued warranty costs for the quarter ended March 31, 2003:
(Dollars in Thousands)
Balance at December 31, 2002 $ 3,597
Expense provision 263
Charges to reserve (381)
________
Balance at March 31, 2003 $ 3,479
The Company is normally subject to numerous product liability claims,
many of which relate to products no longer manufactured by the Company or
its subsidiaries, and other claims arising in the ordinary course of
business. The Company has insurance covering most of said claims,
subject to varying deductibles up to $3,000,000, and has various limits
of liability depending on the insurance policy year in question. It is
the view of management that the final resolution of said claims and other
similar claims which are likely to arise in the future will not
individually or in the aggregate have a material effect on the Company's
financial position, results of operations or cash flows, although no
assurance to that effect can be given.
The Company has been named as a co-defendant in 284 personal injury
liability asbestos cases, involving approximately 1,400 plaintiffs, which
are pending in various state courts. In all of these cases, insurance
carriers have accepted or are expected to accept the defense of such
cases. These cases are in preliminary stages and the Company does not
believe that costs associated with these matters will have a material
effect on the Company's financial position, results of operations or cash
flows, although no assurance to that effect can be given.
8. Statement of Financial Accounting Standards No. 130, "Reporting
Comprehensive Income," requires the reporting of comprehensive income
(loss) in addition to net income (loss) from operations. Comprehensive
income (loss) is a more inclusive financial reporting method that
includes disclosure of financial information that historically has not
been recognized in the calculation of net income (loss). The Company
reports comprehensive income (loss) and accumulated other comprehensive
loss which includes net loss, foreign currency translation adjustments
and minimum pension liability adjustments. Information on accumulated
other comprehensive loss is as follows:
Minimum Accumulated
Cumulative Pension Other
Translation Liability Comprehensive
Adjustments Adjustments Loss
(Dollars in Thousands)
Balance at December 31, 2002 $(24,614) $(29,193) $(53,807)
Changes - Quarter ended
March 31, 2003 1,576 - 1,576
________ ________ ________
Balance at March 31, 2003 $(23,038) $(29,193) $(52,231)
9. In July 2002, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standards No. 146, "Accounting for
Costs Associated with Exit or Disposal Activities" ("SFAS 146").
SFAS 146 requires companies to recognize costs associated with exit or
disposal activities when they are incurred rather than at the date of a
commitment to an exit or disposal plan. Examples of costs covered by
SFAS 146 include lease termination costs and certain employee severance
costs that are associated with a restructuring, discontinued operations,
plant closing, or other exit or disposal activity. SFAS 146 is to be
applied prospectively to exit or disposal activities initiated after
December 31, 2002. The Company adopted SFAS 146 on January 1, 2003.
Adoption of SFAS 146 did not have a material effect on the Company's
consolidated financial position, results of operations or cash flows.
In November 2002, the FASB issued Interpretation No. 45, "Guarantor's
Accounting and Disclosure Requirements for Guarantees, Including Indirect
Guarantees of Indebtedness of Others." Interpretation No. 45 requires
that a guarantor must recognize, at the inception of a guarantee, a
liability for the fair value of the obligation that it has undertaken in
issuing a guarantee. Interpretation No. 45 also addresses the disclosure
requirements that a guarantor must include in its financial statements
for guarantees issued. The disclosure requirements in this
interpretation are effective for financial statements ending after
December 15, 2002. The initial recognition and measurement provisions of
this interpretation are applicable on a prospective basis to guarantees
issued or modified after December 31, 2002. The Company adopted the
recognition and measurement provisions of Interpretation No. 45 on
January 1, 2003. Adoption of Interpretation No. 45 did not have a
material effect on the Company's financial position, results of
operations or cash flows.
10. 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 March 31, 2003
(Dollars in Thousands)
Parent Guarantor Other Consolidated
Company Subsidiaries Subsidiaries Eliminations Total
Revenues:
Net sales $ 34,975 $ 7,550 $ 33,429 $(15,072) $ 60,882
Other income 1,543 - 349 (1,847) 45
________ ________ ________ ________ ________
36,518 7,550 33,778 (16,919) 60,927
________ ________ ________ ________ ________
Costs and Expenses:
Cost of products sold 26,240 7,936 26,712 (14,564) 46,324
Engineering and field
service, selling,
administrative and
miscellaneous expenses 5,242 546 4,869 (51) 10,606
Interest expense 4,751 333 1,286 (1,847) 4,523
________ ________ ________ ________ ________
36,233 8,815 32,867 (16,462) 61,453
________ ________ ________ ________ ________
Earnings (loss) before
income taxes and equity
in net loss of
consolidated subsidiaries 285 (1,265) 911 (457) (526)
Income taxes 167 6 633 - 806
________ ________ ________ ________ ________
Earnings (loss) before
equity in net loss of
consolidated subsidiaries 118 (1,271) 278 (457) (1,332)
Equity in net loss of
consolidated subsidiaries (993) - - 993 -
________ ________ ________ ________ ________
Net earnings (loss) $ (875) $ (1,271) $ 278 $ 536 $ (1,332)
Bucyrus International, Inc. and Subsidiaries
Consolidating Condensed Statements of Operations
Quarter Ended March 31, 2002
(Dollars in Thousands)
Parent Guarantor Other Consolidated
Company Subsidiaries Subsidiaries Eliminations Total
Revenues:
Net sales $ 34,376 $ 12,080 $ 31,777 $(13,803) $ 64,430
Other income 1,569 - 177 (1,692) 54
________ ________ ________ ________ ________
35,945 12,080 31,954 (15,495) 64,484
________ ________ ________ ________ ________
Costs and Expenses:
Cost of products sold 28,933 11,453 25,588 (13,803) 52,171
Engineering and field
service, selling,
administrative and
miscellaneous expenses 5,463 465 3,764 - 9,692
Interest expense 4,610 317 1,364 (1,692) 4,599
________ ________ ________ ________ ________
39,006 12,235 30,716 (15,495) 66,462
________ ________ ________ ________ ________
Earnings (loss) before
income taxes and equity
in net earnings of
consolidated subsidiaries (3,061) (155) 1,238 - (1,978)
Income taxes (benefit) 184 (1) 423 - 606
________ ________ ________ ________ ________
Earnings (loss) before
equity in net earnings of
consolidated subsidiaries (3,245) (154) 815 - (2,584)
Equity in net earnings of
consolidated subsidiaries 661 - - (661) -
________ ________ ________ ________ ________
Net earnings (loss) $ (2,584) $ (154) $ 815 $ (661) $ (2,584)
Bucyrus International, Inc. and Subsidiaries
Consolidating Condensed Balance Sheets
March 31, 2003
(Dollars in Thousands)
Parent Guarantor Other Consolidated
Company Subsidiaries Subsidiaries Eliminations Total
ASSETS
CURRENT ASSETS:
Cash and cash equivalents $ - $ 205 $ 4,969 $ - $ 5,174
Receivables 14,593 5,826 23,063 - 43,482
Intercompany receivables 78,489 333 24,424 (103,246) -
Inventories 69,127 7,296 51,667 (5,869) 122,221
Prepaid expenses and
other current assets 670 130 5,769 - 6,569
________ ________ ________ _________ ________
Total Current Assets 162,879 13,790 109,892 (109,115) 177,446
OTHER ASSETS:
Restricted funds on deposit 735 - 678 - 1,413
Goodwill 55,660 - 200 - 55,860
Intangible assets - net 37,251 - - - 37,251
Other assets 10,173 - 1,835 - 12,008
Investment in subsidiaries 14,461 - - (14,461) -
________ ________ ________ _________ ________
118,280 - 2,713 (14,461) 106,532
PROPERTY, PLANT AND
EQUIPMENT - net 43,133 6,637 10,687 - 60,457
________ ________ ________ _________ ________
$324,292 $ 20,427 $123,292 $(123,576) $344,435
LIABILITIES AND COMMON
SHAREHOLDERS' INVESTMENT
(DEFICIENCY IN ASSETS)
CURRENT LIABILITIES:
Accounts payable and
accrued expenses $ 35,420 $ 1,714 $ 15,667 $ (429) $ 52,372
Intercompany payables - 29,012 70,441 (99,453) -
Liabilities to customers
on uncompleted contracts
and warranties 4,792 203 2,772 - 7,767
Income taxes 311 16 3,523 - 3,850
Current maturities of
long-term debt 64 44 236 - 344
________ ________ ________ _________ ________
Total Current Liabilities 40,587 30,989 92,639 (99,882) 64,333
LONG-TERM LIABILITIES:
Liabilities to customers
on uncompleted contracts
and warranties 2,000 - - - 2,000
Postretirement benefits 12,351 - 361 - 12,712
Deferred expenses,
pension and other 40,970 386 1,000 - 42,356
Interest payable
to Holdings 20,280 - - - 20,280
________ ________ ________ _________ ________
75,601 386 1,361 - 77,348
LONG-TERM DEBT, less
current maturities 206,758 1,214 2,669 - 210,641
COMMON SHAREHOLDERS'
INVESTMENT (DEFICIENCY
IN ASSETS) 1,346 (12,162) 26,623 (23,694) (7,887)
________ ________ ________ _________ ________
$324,292 $ 20,427 $123,292 $(123,576) $344,435
Bucyrus International, Inc. and Subsidiaries
Consolidating Condensed Balance Sheets
December 31, 2002
(Dollars in Thousands)
Parent Guarantor Other Consolidated
Company Subsidiaries Subsidiaries Eliminations Total
ASSETS
CURRENT ASSETS:
Cash and cash equivalents $ - $ 24 $ 4,165 $ - $ 4,189
Receivables 20,100 6,006 26,664 - 52,770
Intercompany receivables 76,916 347 24,222 (101,485) -
Inventories 63,648 7,493 49,705 (6,534) 114,312
Prepaid expenses and
other current assets 845 311 5,030 - 6,186
________ ________ ________ _________ ________
Total Current Assets 161,509 14,181 109,786 (108,019) 177,457
OTHER ASSETS:
Restricted funds on deposit 758 - 727 - 1,485
Goodwill 55,660 - 200 - 55,860
Intangible assets - net 37,662 - - - 37,662
Other assets 10,135 - 1,800 - 11,935
Investment in subsidiaries 13,525 - - (13,525) -
________ ________ ________ _________ ________
117,740 - 2,727 (13,525) 106,942
PROPERTY, PLANT AND
EQUIPMENT - net 45,098 6,866 10,515 - 62,479
________ ________ ________ _________ ________
$324,347 $ 21,047 $123,028 $(121,544) $346,878
LIABILITIES AND COMMON
SHAREHOLDERS' INVESTMENT
(DEFICIENCY IN ASSETS)
CURRENT LIABILITIES:
Accounts payable and
accrued expenses $ 40,390 $ 2,103 $ 17,009 $ (286) $ 59,216
Intercompany payables 117 27,915 70,855 (98,887) -
Liabilities to customers
on uncompleted contracts
and warranties 4,584 286 2,980 - 7,850
Income taxes 335 29 3,079 - 3,443
Short-term obligations - - 495 - 495
Current maturities of
long-term debt 126 44 261 - 431
________ ________ ________ _________ ________
Total Current Liabilities 45,552 30,377 94,679 (99,173) 71,435
LONG-TERM LIABILITIES:
Liabilities to customers
on uncompleted contracts
and warranties 2,000 - - - 2,000
Postretirement benefits 12,381 - 370 - 12,751
Deferred expenses,
pension and other 41,240 335 1,008 - 42,583
Interest payable to
Holdings 18,436 - - - 18,436
________ ________ ________ _________ ________
74,057 335 1,378 - 75,770
LONG-TERM DEBT, less
current maturities 204,023 1,226 2,555 - 207,804
COMMON SHAREHOLDERS'
INVESTMENT (DEFICIENCY
IN ASSETS) 715 (10,891) 24,416 (22,371) (8,131)
________ ________ ________ _________ ________
$324,347 $ 21,047 $123,028 $(121,544) $346,878
Bucyrus International, Inc. and Subsidiaries
Consolidating Condensed Statements of Cash Flows
Quarter Ended March 31, 2003
(Dollars in Thousands)
Parent Guarantor Other Consolidated
Company Subsidiaries Subsidiaries Eliminations Total
Net Cash Provided By (Used
In) Operating Activities $ (1,602) $ 191 $ 1,333 $ - $ (78)
________ ________ ________ ________ ________
Cash Flows From Investing
Activities
Decrease in restricted
funds on deposit 23 - 49 - 72
Purchases of property,
plant and equipment (120) (1) (268) - (389)
Proceeds from sale of
property, plant and
equipment 3 2 10 - 15
________ ________ ________ ________ ________
Net cash provided by (used
in) investing activities (94) 1 (209) - (302)
________ ________ ________ ________ ________
Cash Flows From Financing
Activities
Proceeds from revolving
credit facilities 2,735 - - - 2,735
Net decrease in other
long-term debt and
bank borrowings (63) (11) (406) - (480)
Payment of refinancing
expenses (976) - - - (976)
________ ________ ________ ________ ________
Net cash provided by (used
in) financing activities 1,696 (11) (406) - 1,279
________ ________ ________ ________ ________
Effect of exchange rate
changes on cash - - 86 - 86
________ ________ ________ ________ ________
Net increase in cash and
cash equivalents - 181 804 - 985
Cash and cash equivalents
at beginning of period - 24 4,165 - 4,189
________ ________ ________ ________ ________
Cash and cash equivalents
at end of period $ - $ 205 $ 4,969 $ - $ 5,174
Bucyrus International, Inc. and Subsidiaries
Consolidating Condensed Statements of Cash Flows
Quarter Ended March 31, 2002
(Dollars in Thousands)
Parent Guarantor Other Consolidated
Company Subsidiaries Subsidiaries Eliminations Total
Net Cash Provided By (Used
In) Operating Activities $ (9,869) $ 234 $ 4,023 $ - $ (5,612)
________ ________ ________ ________ ________
Cash Flows From Investing
Activities
Increase in restricted
funds on deposit (725) - (24) - (749)
Proceeds from sale of
The Principal Financial
Group shares 2,974 - - - 2,974
Purchases of property,
plant and equipment (507) (231) (298) - (1,036)
Net proceeds from sale and
leaseback transaction 6,657 - - - 6,657
Proceeds from sale of
property, plant and
equipment 25 - 42 - 67
________ ________ ________ ________ ________
Net cash provided by (used
in) investing activities 8,424 (231) (280) - 7,913
________ ________ ________ ________ ________
Cash Flows From Financing
Activities
Net proceeds from
(repayments of) revolving
credit facilities 2,953 - (5,732) - (2,779)
Net decrease in other
long-term debt and
bank borrowings (57) (3) (27) - (87)
Payment of refinancing
expenses (1,451) - - - (1,451)
________ ________ ________ ________ ________
Net cash provided by (used
in) financing activities 1,445 (3) (5,759) - (4,317)
________ ________ ________ ________ ________
Effect of exchange rate
changes on cash - - 129 - 129
________ ________ ________ ________ ________
Net decrease in cash
and cash equivalents - - (1,887) - (1,887)
Cash and cash equivalents
at beginning of period - 28 7,190 - 7,218
________ ________ ________ ________ ________
Cash and cash equivalents
at end of period $ - $ 28 $ 5,303 $ - $ 5,331
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 ended March 31, 2003 and 2002.
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 March 31, 2003 and December 31, 2002 were
as follows:
March 31, December 31,
2003 2002
(Dollars in Thousands)
Working capital $113,113 $106,022
Current ratio 2.8 to 1 2.5 to 1
The increase in working capital and current ratio was primarily due to a
decrease in accounts payable and accrued expenses.
EBITDA for the quarters ended March 31, 2003 and 2002 was $7,393,000 and
$6,077,000, respectively. EBITDA is presented (i) because EBITDA is used by
the Company to measure its liquidity; (ii) because the Company believes EBITDA
is frequently used by securities analysts, investors and other interested
parties in the evaluation of companies in its industry; and (iii) because the
Company is required to maintain certain minimum EBITDA levels as defined under
the Loan and Security Agreement (see below). The EBITDA calculation is not an
alternative to operating income under generally accepted accounting principles
("GAAP") as an indicator of operating performance or to cash flows as a
measure of liquidity. The following table reconciles Net Cash Used in
Operating Activities as shown in the Consolidated Condensed Statements of Cash
Flows to EBITDA:
Quarters Ended March 31,
2003 2002
(Dollars in Thousands)
Net cash used in operating activities $ (78) $ (5,612)
Changes in assets and liabilities 2,142 6,484
Interest expense 4,523 4,599
Income tax expense 806 606
________ ________
EBITDA $ 7,393 $ 6,077
The Company has a Loan and Security Agreement with GMAC Business
Credit, LLC (the "Loan and Security Agreement") which, as amended, expires on
January 8, 2005 and provided the Company with a $76,000,000 senior secured
revolving credit facility. Outstanding borrowings under the Loan and Security
Agreement bear interest equal to either the prime rate plus an applicable
margin (2% to 2.25%) or LIBOR plus an applicable margin (3.5% to 3.75%) and
are subject to a borrowing base formula based on receivables and inventory.
Borrowings at March 31, 2003 and December 31, 2002 were $56,758,000 and
$54,023,000, respectively, at a weighted average interest rate of 5.1% and
6.3%, respectively, and were classified as long-term debt. The increase in
borrowings was primarily due to the semiannual interest payment of $3,625,000
made on March 15 related to the Senior Notes (see below). Substantially all
of the domestic assets of the Company (excluding real property) and the
receivables and inventory of the Company's Canadian subsidiary are pledged as
collateral under the Loan and Security Agreement. In addition, all
outstanding capital stock of the Company and its domestic subsidiaries as well
as 65% of the capital stock of the Company's foreign subsidiaries are pledged
as collateral. At March 31, 2003, the amount available for borrowings under
the Loan and Security Agreement was $13,273,000. This amount must be reduced
by $5,000,000 which is the minimum availability the Company must maintain at
all times.
The Company has outstanding $150,000,000 of 9-3/4% Senior Notes due 2007
(the "Senior Notes"). Interest thereon is payable each March 15 and
September 15. During 2000, Holdings acquired $75,635,000 of the Company's
Senior Notes. Holdings has agreed as part of the Loan and Security Agreement
and a previous credit agreement to defer the receipt of interest on these
Senior Notes during the life of the agreements. At March 31, 2003 and
December 31, 2002, $20,280,000 and $18,436,000, respectively, of interest was
accrued and payable to Holdings.
Both the Loan and Security Agreement and the Senior Notes indenture
contain certain covenants which may affect the Company's liquidity and capital
resources. The Loan and Security Agreement contains a number of financial
covenants which, among other items, require the Company (A) to maintain
certain financial ratios, including: (i) leverage ratio (as defined); and
(ii) fixed charge coverage ratio; and (B) to maintain minimum levels of EBITDA
(as defined). At March 31, 2003, the Company was in compliance with all
covenants.
On April 30, 2002, Bucyrus Canada Limited, a wholly-owned subsidiary of
the Company, entered into a C$3,510,000 mortgage loan collateralized by its
land, buildings and certain building attachments. The balance outstanding at
March 31, 2003 and December 31, 2002 was C$3,391,000 and C$3,425,000,
respectively. The term of the mortgage loan is 15 years at an initial rate of
7.55% which is fixed for the first five years. The mortgage loan contains a
number of financial covenants which, among other items, require Bucyrus Canada
Limited to maintain certain financial ratios on an annual basis. At March 31,
2003, Bucyrus Canada Limited was in compliance with all applicable covenants.
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 and funds available from the Loan and Security
Agreement, 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 Loan and Security
Agreement and the Senior Notes indenture, satisfy its debt service obligations
and fund operating activities under all circumstances. 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, including goodwill and
other intangible assets.
Capital Resources
At March 31, 2003, the Company had approximately $821,000 of open capital
appropriations. The Company's capital expenditures for the quarter ended
March 31, 2003 were $389,000 compared with $1,036,000 for the quarter ended
March 31, 2002. In the near term, the Company anticipates spending closer to
2002 levels.
Capitalization
The long-term debt to total capitalization ratio at March 31, 2003 and
December 31, 2002 was 1.0 to 1. Total capitalization is defined as total
common shareholders' investment (deficiency in assets) plus long-term debt
plus current maturities of long-term debt and other short-term borrowings and
obligations.
Results of Operations
Net Sales
Net sales for the first quarter of 2003 were $60,882,000 compared with
$64,430,000 for the first quarter of 2002. Net sales of repair parts and
services for the first quarter of 2003 were $53,637,000, which was an increase
of 4.4% from 2002. Machine sales for the first quarter of 2003 were
$7,245,000, which was a decrease of 44.4% from 2002. The changes between
years were primarily due to fluctuations in volume. The decrease in machine
sales for 2003 was primarily in electric mining shovels.
Cost of Products Sold
Cost of products sold for the first quarter of 2003 was $46,324,000 or
76.1% of net sales compared with $52,171,000 or 81.0% of net sales for the
first quarter of 2002. The decrease in cost of products sold as a percentage
of net sales for 2003 was primarily due to the improved mix of aftermarket
sales. Included in cost of products sold for 2003 and 2002 was $1,260,000 and
$1,292,000, 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 first quarter of 2003 were $10,606,000 or 17.4% of net sales
compared with $9,692,000 or 15.0% of net sales for the first quarter of 2002.
Interest Expense
Interest expense for the first quarter of 2003 was $4,523,000 compared
with $4,599,000 for the first quarter of 2002. Included in interest expense
for 2003 and 2002 was $3,656,000 related to the Senior Notes. The interest
expense in 2003 and 2002 on the Senior Notes includes $1,844,000 related to
the Senior Notes acquired by Holdings. Holdings has agreed as part of the
Loan and Security Agreement and a previous credit agreement to defer the
receipt of interest on these Senior Notes during the life of the agreements.
Income Taxes
Income tax expense consists primarily of foreign taxes at applicable
statutory rates.
Net Loss
Net loss for the first quarter of 2003 was $1,332,000 compared with net
loss of $2,584,000 for the first quarter of 2002. Non-cash depreciation and
amortization charges included in the net loss for the first quarter of 2003
and 2002 were $3,339,000 and $3,464,000, respectively.
New Orders and Backlog
New orders for the first quarter of 2003 were $66,134,000 compared with
$56,918,000 for the first quarter of 2002. New machine orders for the first
quarter of 2003 were $6,143,000. There were no new machine orders in the
first quarter of 2002. Copper prices remain at low levels compared to the mid
1990's which has negatively impacted demand for the Company's machines. New
repair parts and service orders for the first quarter of 2003 were
$59,991,000, which was an increase of 5.6% from the first quarter of 2002.
The Company's consolidated backlog at March 31, 2003 was $250,947,000
compared with $245,695,000 at December 31, 2002 and $222,240,000 at March 31,
2002. Machine backlog at March 31, 2003 was $33,327,000, which is a decrease
of 3.2% from December 31, 2002 and an increase of 69.8% from March 31, 2002.
During the second quarter of 2002, the Company received an order for a walking
dragline to be used in coal mining in North Dakota. Repair parts and service
backlog at March 31, 2003 was $217,620,000, which is an increase of 3.0% from
December 31, 2002 and an increase of 7.4% from March 31, 2002. A portion of
this backlog is related to multi-year contracts which will generate revenue in
future years.
BUCYRUS INTERNATIONAL, INC. AND SUBSIDIARIES
ITEM 3 - 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 Loan and Security Agreement through the selection of LIBOR based
borrowings or prime-rate based borrowings. The Company's Senior Notes are at
a fixed rate. 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 March 31, 2003 would have the effect of changing the Company's
interest expense on an annual basis by approximately $300,000.
Foreign Currency
Changes in foreign exchange rates can impact the Company's financial
position, results of operations and cash flows. 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
instruments outstanding at March 31, 2003, 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.
BUCYRUS INTERNATIONAL, INC. AND SUBSIDIARIES
ITEM 4 - DISCLOSURE CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
Within the 90 days prior to the date of this Report, the Company carried
out an evaluation, under the supervision and with the participation of the
Company's management, including the Company's Chief Executive Officer and its
Vice President-Finance and Secretary, of the effectiveness of the design and
operation of the Company's disclosure controls and procedures, as defined in
Exchange Act Rule 15d-14(c). Based upon that evaluation, the Company's Chief
Executive Officer and its Vice President-Finance and Secretary concluded that
the Company's disclosure controls and procedures are effective in enabling the
Company to identify, process, and report information required to be included
in the Company's periodic SEC filings within the required time period.
Changes in Internal Controls
There were no significant changes in the Company's internal controls or
to our knowledge, in other factors that could significantly affect our
disclosure controls and procedures subsequent to the evaluation date.
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: unforeseen
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 1. Legal Proceedings.
There have been no material changes to the information set forth
in Item 3 - Legal Proceedings and Other Contingencies of the
Company's Annual Report on Form 10-K for the year ended
December 31, 2002.
Item 2. Changes in Securities and Use of Proceeds.
Not applicable.
Item 3. Defaults Upon Senior Securities.
Not applicable.
Item 4. Submission of Matters to a Vote of Security Holders.
No matters were submitted to a vote of security holders during
the quarter covered by this Report.
Item 5. Other Information.
Not applicable.
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 first quarter
of 2003.
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 May 12, 2003 /s/Craig R. Mackus
Craig R. Mackus
Vice President - Finance and Secretary
Principal Accounting Officer
Date May 12, 2003 /s/Theodore C. Rogers
Theodore C. Rogers
Chief Executive Officer
I, Theodore C. Rogers, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Bucyrus
International, Inc.
2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this quarterly report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all
material respects the financial condition, results of operations and cash
flows of the registrant as of, and for, the periods presented in this
quarterly report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we
have:
a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this quarterly
report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls
and procedures as of a date within 90 days prior to the filing date of
this quarterly report (the "Evaluation Date"); and
c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based on
our recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent function):
a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to
record, process, summarize and report financial data and have
identified for the registrant's auditors any material weaknesses in
internal controls; and
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal
controls; and
6. The registrant's other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal
controls subsequent to the date of our most recent evaluation, including
any corrective actions with regard to significant deficiencies and
material weaknesses.
Date: May 12, 2003
/s/Theodore C. Rogers
Theodore C. Rogers
Chief Executive Officer
I, Craig R. Mackus, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Bucyrus
International, Inc.
2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this quarterly report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all
material respects the financial condition, results of operations and cash
flows of the registrant as of, and for, the periods presented in this
quarterly report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we
have:
a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this quarterly
report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls
and procedures as of a date within 90 days prior to the filing date of
this quarterly report (the "Evaluation Date"); and
c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based on
our recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent function):
a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to
record, process, summarize and report financial data and have
identified for the registrant's auditors any material weaknesses in
internal controls; and
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal
controls; and
6. The registrant's other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal
controls subsequent to the date of our most recent evaluation, including
any corrective actions with regard to significant deficiencies and
material weaknesses.
Date: May 12, 2003
/s/Craig R. Mackus
Craig R. Mackus
Vice President-Finance and Secretary
BUCYRUS INTERNATIONAL, INC.
EXHIBIT INDEX
TO
QUARTERLY REPORT ON FORM 10-Q
FOR THE QUARTER ENDED MARCH 31, 2003
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.
(h) Eighth amendment dated Exhibit 10.1(h)
January 4, 2002 to Credit to Registrant's
Agreement. Annual Report on
Form 10-K for
the year ended
December 31, 2001.
(i) Ninth amendment dated Exhibit 10.1(i)
January 22, 2002 to Credit to Registrant's
Agreement. Annual Report on
Form 10-K for
the year ended
December 31, 2001.
10.2 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.
10.3 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.
10.4 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.
10.5 Consulting Agreement Exhibit 10.8
between Registrant and to Registrant's
Willard R. Hildebrand Quarterly Report
dated July 25, 2001. on Form 10-Q
filed with the
Commission on
November 14, 2001.
10.6 Agreement to Purchase and Exhibit 10.18
Sell Industrial Property to Registrant's
between Registrant and Annual Report on
InSite Real Estate Form 10-K for
Development, L.L.C. the year ended
dated October 25, 2001. December 31, 2001.
10.7 Industrial Lease Agreement Exhibit 10.19
between Registrant and to Registrant's
InSite South Milwaukee, L.L.C. Annual Report on
dated January 4, 2002. Form 10-K for
the year ended
December 31, 2001.
10.8 Termination Benefits Agreement Exhibit 10.20
between Registrant and to Registrant's
John F. Bosbous dated Annual Report on
March 5, 2002. Form 10-K for
the year ended
December 31, 2001.
10.9 Termination Benefits Agreement Exhibit 10.21
between Registrant and to Registrant's
Thomas B. Phillips dated Annual Report on
March 5, 2002. Form 10-K for
the year ended
December 31, 2001.
10.10 Loan and Security Agreement Exhibit 10.22
by and among Registrant, to Registrant's
Minserco, Inc., Boonville Annual Report on
Mining Services, Inc. and Form 10-K for
GMAC Business Credit, LLC, the year ended
and Bank One, Wisconsin December 31, 2001.
dated March 7, 2002.
(a) First amendment dated Exhibit 10.16 (a)
December 31, 2002 to Loan to Registrant's
and Security Agreement. Annual Report on
Form 10-K for
the year ended
December 31, 2002.
(b) Second amendment dated Exhibit 10.16 (b)
January 9, 2003 to Loan to Registrant's
and Security Agreement. Annual Report on
Form 10-K for
the year ended
December 31, 2002.
(c) Letter agreement dated Exhibit 10.16 (c)
December 31, 2002 amending to Registrant's
Loan and Security Agreement. Annual Report on
Form 10-K for
the year ended
December 31, 2002.
10.11 Board of Directors Exhibit 10.17
Resolution dated to Registrant's
December 16, 1998 Annual Report on
amending the 1998 Form 10-K for
Management Stock the year ended
Option Plan. December 31, 2002.