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, 1999
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from __________ to __________
Commission file number 1-871
BUCYRUS INTERNATIONAL, INC.
(Exact Name of Registrant as Specified in its Charter)
DELAWARE 39-0188050
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
P. O. BOX 500
1100 MILWAUKEE AVENUE
SOUTH MILWAUKEE, WISCONSIN
53172
(Address of Principal Executive Offices)
(Zip Code)
(414) 768-4000
(Registrant's Telephone Number, Including Area Code)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days. Yes [ X ] No [ ]
Indicate by check mark whether the registrant has filed all documents and
reports required to be filed by Sections 12, 13 or 15(d) of the Securities
Exchange Act of 1934 subsequent to the distribution of securities under a plan
confirmed by a court.
Yes X No
Indicate the number of shares outstanding of each of the issuer's classes
of common stock, as of the latest practicable date.
Class Outstanding November 11, 1999
Common Stock, $.01 par value 1,442,900
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, 1999
and 1998 4
Consolidated Condensed Statements of Comprehensive
Income (Loss) - Quarters and nine months ended
September 30, 1999 and 1998 5
Consolidated Condensed Balance Sheets -
September 30, 1999 and December 31, 1998 6-7
Consolidated Condensed Statements of Cash Flows -
Nine months ended September 30, 1999 and 1998 8
Notes to Consolidated Condensed Financial
Statements 9-20
Item 2 - Management's Discussion and Analysis
of Financial Condition and Results
of Operations 21-27
Part II. OTHER INFORMATION:
Item 6 - Exhibits and Reports on Form 8-K 28
Signature Page 29
<TABLE>
BUCYRUS INTERNATIONAL, INC. AND SUBSIDIARIES
ITEM 1 - FINANCIAL STATEMENTS
CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS
(Dollars In Thousands, Except Per Share Amounts)
<CAPTION>
Quarters Ended September 30, Nine Months Ended September 30,
1999 1998 1999 1998
<S> <C> <C> <C> <C>
Revenues:
Net sales $ 75,977 $ 76,149 $ 241,136 $ 229,890
Other income 723 275 1,495 791
__________ __________ __________ __________
76,700 76,424 242,631 230,681
__________ __________ __________ __________
Costs and Expenses:
Cost of products sold 61,900 60,737 195,822 190,856
Engineering and field
service, selling,
administrative and
miscellaneous expenses 12,035 11,182 36,283 34,830
Interest expense 4,903 4,819 14,387 14,023
__________ __________ __________ __________
78,838 76,738 246,492 239,709
__________ __________ __________ __________
Loss before income taxes (2,138) (314) (3,861) (9,028)
Income taxes 660 554 1,789 1,202
__________ __________ __________ __________
Net loss $ (2,798) $ (868) $ (5,650) $ (10,230)
Net loss per share
of common stock:
Basic $ (1.94) $ (.60) $ (3.92) $ (7.13)
Diluted $ (1.94) $ (.60) $ (3.92) $ (7.13)
<FN>
See notes to consolidated condensed financial statements.
</TABLE>
<TABLE>
BUCYRUS INTERNATIONAL, INC. AND SUBSIDIARIES
ITEM 1 - FINANCIAL STATEMENTS
CONSOLIDATED CONDENSED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
(Dollars in Thousands)
<CAPTION>
Quarters Ended September 30, Nine Months Ended September 30,
1999 1998 1999 1998
<S> <C> <C> <C> <C>
Net loss $ (2,798) $ (868) $ (5,650) $ (10,230)
Other comprehensive income (loss) -
foreign currency translation
adjustments (47) (618) (3,171) (5,208)
__________ __________ __________ __________
Comprehensive loss $ (2,845) $ (1,486) $ (8,821) $ (15,438)
<FN>
See notes to consolidated condensed financial statements.
</TABLE>
<TABLE>
BUCYRUS INTERNATIONAL, INC. AND SUBSIDIARIES
ITEM 1 - FINANCIAL STATEMENTS
CONSOLIDATED CONDENSED BALANCE SHEETS
(Dollars In Thousands, Except Per Share Amounts)
<CAPTION>
September 30, December 31, September 30, December 31,
1999 1998 1999 1998
<S> <C> <C> <C> <C> <C>
ASSETS LIABILITIES AND COMMON
CURRENT ASSETS: SHAREHOLDERS' INVESTMENT
Cash and cash CURRENT LIABILITIES:
equivalents $ 6,266 $ 8,821 Accounts payable and
Receivables 61,569 61,727 accrued expenses $ 54,687 $ 54,950
Inventories 129,027 113,226 Liabilities to customers
Prepaid expenses and on uncompleted contracts
other current assets 7,127 6,381 and warranties 9,711 3,168
________ ________ Income taxes 589 950
Short-term obligations 180 513
Total Current Assets 203,989 190,155 Current maturities of
long-term debt 1,246 1,006
OTHER ASSETS: ________ ________
Restricted funds Total Current
on deposit 466 476 Liabilities 66,413 60,587
Goodwill 69,915 71,835
Intangible assets - net 40,913 42,573 LONG-TERM LIABILITIES:
Other assets 10,861 11,526 Liabilities to customers on
________ ________ uncompleted contracts
and warranties 5,300 5,414
122,155 126,410 Postretirement benefits 13,973 14,188
Deferred expenses
PROPERTY, PLANT AND EQUIPMENT: and other 13,741 14,585
Cost 118,807 110,960 ________ ________
Less accumulated
depreciation (17,831) (10,330) 33,014 34,187
________ ________ LONG-TERM DEBT, less
current maturities 216,526 202,308
100,976 100,630
COMMON SHAREHOLDERS' INVESTMENT:
Common stock - par value
$.01 per share, authorized
1,700,000 shares, issued
1,444,650 shares 14 14
Additional paid-in capital 144,451 144,296
Treasury stock - 1,750
shares, at cost (156) -
Notes receivable from
shareholders (524) (400)
Accumulated deficit (21,072) (15,422)
Accumulated other
comprehensive income (11,546) (8,375)
________ ________
111,167 120,113
________ ________ ________ ________
$427,120 $417,195 $427,120 $417,195
<FN>
See notes to consolidated condensed financial statements.
</TABLE>
BUCYRUS INTERNATIONAL, INC. AND SUBSIDIARIES
ITEM 1 - FINANCIAL STATEMENTS
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
(Dollars In Thousands)
Nine Months Ended September 30,
1999 1998
Net Cash Used In Operating Activities $ (4,278) $ (16,335)
__________ __________
Cash Flows From Investing Activities
Decrease in restricted funds on deposit 10 583
Purchases of property, plant
and equipment (4,870) (9,578)
Proceeds from sale of property, plant
and equipment 106 1,185
Purchase of Bennett & Emmott (1986) Ltd. (7,005) -
__________ __________
Net cash used in investing activities (11,759) (7,810)
__________ __________
Cash Flows From Financing Activities
Net increase in long-term debt
and other bank borrowings 14,125 24,319
Proceeds from issuance of common
stock - 780
Purchase of treasury stock (156) -
__________ __________
Net cash provided by financing
activities 13,969 25,099
__________ __________
Effect of exchange rate changes
on cash (487) (884)
__________ __________
Net increase (decrease) in
cash and cash equivalents (2,555) 70
Cash and cash equivalents at
beginning of period 8,821 15,071
__________ __________
Cash and cash equivalents at
end of period $ 6,266 $ 15,141
Supplemental Disclosures of Cash Flow Information
1999 1998
Cash paid during the period for:
Interest $ 17,678 $ 16,966
Income taxes - net of refunds 1,406 1,158
See notes to consolidated condensed financial statements.
BUCYRUS INTERNATIONAL, INC. AND SUBSIDIARIES
ITEM 1 - FINANCIAL STATEMENTS
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
1. In the opinion of Bucyrus International, Inc. (the "Company"), the
consolidated condensed financial statements contain all adjustments
(consisting of normal recurring accruals) necessary to present fairly the
financial results for the interim periods. Certain items are included in
these statements based on estimates for the entire year. The Company's
operations are classified as one operating segment.
2. Certain notes and other information have been condensed or omitted from
these interim consolidated condensed financial statements. Therefore,
these statements should be read in conjunction with the Company's 1998
Annual Report on Form 10-K filed with the Securities and Exchange
Commission on March 29, 1999.
3. Inventories consist of the following:
September 30, December 31,
1999 1998
(Dollars in Thousands)
Raw materials and parts $ 12,787 $ 9,443
Costs relating to
uncompleted contracts 3,299 4,503
Customers' advances offset
against costs incurred on
uncompleted contracts (2,085) (2,296)
Work in process 29,042 22,724
Finished products (primarily
replacement parts) 85,984 78,852
$129,027 $113,226
Effective August 1, 1999, certain parts inventories previously classified
as raw materials and parts are now classified as finished products
(primarily replacement parts). Reclassifications have been made to the
December 31, 1998 inventory balances to present them on a basis
consistent with the current year.
4. Basic and diluted net loss per share of common stock were computed by
dividing net loss by the weighted average number of shares of common
stock outstanding. Although the Company has stock options outstanding,
none of these options are dilutive. The numerators and the denominators
of the basic and diluted net loss per share of common stock calculations
are as follows:
Quarters Ended Nine Months Ended
September 30, September 30,
1999 1998 1999 1998
(Dollars in Thousands, Except
Per Share Amounts)
Basic and Diluted
Net loss $ (2,798) $ (868) $ (5,650) $ (10,230)
Weighted average
shares outstanding 1,442,187 1,438,100 1,442,344 1,435,957
Net loss per share $ (1.94) $ (.60) $ (3.92) $ (7.13)
5. In June, 1999, the Financial Accounting Standards Board issued Statement
of Financial Accounting Standards No. 137, "Accounting for Derivative
Instruments and Hedging Activities - Deferral of the Effective Date of
FASB Statement No. 133." SFAS 133 is now effective for fiscal years
beginning after June 15, 2000. SFAS 133 establishes accounting and
reporting standards requiring that every derivative instrument (including
certain derivative instruments embedded in other contracts) be recorded
in the balance sheet as either an asset or liability measured at its fair
value. SFAS 133 requires that changes in the derivative's fair value be
recognized currently in earnings unless specific hedge accounting
criteria are met. Special accounting for qualifying hedges allows a
derivative's gains and losses to offset related results on the hedged
item in the income statement, and requires that the Company must formally
document, designate and assess the effectiveness of transactions that
receive hedge accounting.
The Company may implement SFAS 133 as of the beginning of any fiscal
quarter. SFAS 133 cannot be applied retroactively. Based on the
Company's current transactions involving derivative instruments and
hedging, management believes adoption of SFAS 133 will not have a
material effect on the Company's financial position or results of
operations.
6. 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.
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.
<TABLE>
Bucyrus International, Inc. and Subsidiaries
Consolidating Condensed Statements of Operations
Quarter Ended September 30, 1999
(Dollars in Thousands)
<CAPTION>
Parent Guarantor Other Consolidated
Company Subsidiaries Subsidiaries Eliminations Total
<S> <C> <C> <C> <C> <C>
Revenues:
Net sales $ 43,825 $ 9,657 $ 37,955 $(15,460) $ 75,977
Other income 2,078 0 122 (1,477) 723
________ ________ ________ ________ ________
45,903 9,657 38,077 (16,937) 76,700
________ ________ ________ ________ ________
Costs and Expenses:
Cost of products sold 36,883 8,675 31,802 (15,460) 61,900
Engineering and field
service, selling
administrative
and miscellaneous
expenses 7,792 496 3,747 - 12,035
Interest expense 4,707 439 1,234 (1,477) 4,903
________ ________ ________ ________ ________
49,382 9,610 36,783 (16,937) 78,838
________ ________ ________ ________ ________
Earnings (loss) before
income taxes and
equity in net earnings of
consolidated subsidiaries (3,479) 47 1,294 0 (2,138)
Income taxes 179 10 471 - 660
________ ________ ________ ________ ________
Earnings (loss) before
equity in net earnings of
consolidated subsidiaries (3,658) 37 823 0 (2,798)
Equity in net earnings of
consolidated subsidiaries 860 - - (860) -
________ ________ ________ ________ ________
Net earnings (loss) $ (2,798) $ 37 $ 823 $ (860) $ (2,798)
</TABLE>
<TABLE>
Bucyrus International, Inc. and Subsidiaries
Consolidating Condensed Statements of Operations
Quarter Ended September 30, 1998
(Dollars in Thousands)
<CAPTION>
Parent Guarantor Other Consolidated
Company Subsidiaries Subsidiaries Eliminations Total
<S> <C> <C> <C> <C> <C>
Revenues:
Net sales $ 50,015 $ 11,114 $ 28,688 $(13,668) $ 76,149
Other income 1,052 - 273 (1,050) 275
51,067 11,114 28,961 (14,718) 76,424
Costs and Expenses:
Cost of products sold 40,105 9,904 24,446 (13,718) 60,737
Product development,
selling, administrative
and miscellaneous
expenses 7,430 517 3,235 - 11,182
Interest expense 4,734 225 910 (1,050) 4,819
52,269 10,646 28,591 (14,768) 76,738
Earnings (loss) before
income taxes and
equity in net earnings of
consolidated subsidiaries (1,202) 468 370 50 (314)
Income taxes (benefit) (96) 187 463 - 554
Earnings (loss) before
equity in net earnings
of consolidated
subsidiaries (1,106) 281 (93) 50 (868)
Equity in net earnings
of consolidated
subsidiaries 188 - - (188) -
Net earnings (loss) $ (918) $ 281 $ (93) $ (138) $ (868)
</TABLE
</TABLE>
<TABLE>
Bucyrus International, Inc. and Subsidiaries
Consolidating Condensed Statements of Operations
Nine Months Ended September 30, 1999
(Dollars in Thousands)
<CAPTION>
Parent Guarantor Other Consolidated
Company Subsidiaries Subsidiaries Eliminations Total
<S> <C> <C> <C> <C> <C>
Revenues:
Net sales $158,570 $ 29,122 $121,143 $(67,699) $241,136
Other income 4,532 1 442 (3,480) 1,495
________ ________ ________ ________ ________
163,102 29,123 121,585 (71,179) 242,631
________ ________ ________ ________ ________
Costs and Expenses:
Cost of products sold 132,976 26,083 103,948 (67,185) 195,822
Engineering and field
service, selling,
administrative
and miscellaneous
expenses 23,813 1,643 10,827 - 36,283
Interest expense 13,994 1,267 2,606 (3,480) 14,387
________ ________ ________ ________ ________
170,783 28,993 117,381 (70,665) 246,492
________ ________ ________ ________ ________
Earnings (loss) before
income taxes and
equity in net earnings of
consolidated subsidiaries (7,681) 130 4,204 (514) (3,861)
Income taxes 460 43 1,286 - 1,789
________ ________ ________ ________ ________
Earnings (loss) before
equity in net earnings of
consolidated subsidiaries (8,141) 87 2,918 (514) (5,650)
Equity in net earnings of
consolidated subsidiaries 3,005 - - (3,005) -
________ ________ ________ ________ ________
Net earnings (loss) $ (5,136) $ 87 $ 2,918 $ (3,519) $ (5,650)
</TABLE>
<TABLE>
Bucyrus International, Inc. and Subsidiaries
Consolidating Condensed Statements of Operations
Nine Months Ended September 30, 1998
(Dollars in Thousands)
<CAPTION>
Parent Guarantor Other Consolidated
Company Subsidiaries Subsidiaries Eliminations Total
<S> <C> <C> <C> <C> <C>
Revenues:
Net sales $143,886 $ 27,289 $ 98,222 $(39,507) $229,890
Other income 2,581 1 687 (2,478) 791
146,467 27,290 98,909 (41,985) 230,681
Costs and Expenses:
Cost of products sold 121,880 24,290 83,693 (39,007) 190,856
Product development,
selling, administrative
and miscellaneous
expenses 21,545 1,878 11,407 - 34,830
Interest expense 13,745 474 2,282 (2,478) 14,023
157,170 26,642 97,382 (41,485) 239,709
Earnings (loss) before
income taxes and
equity in net earnings of
consolidated subsidiaries (10,703) 648 1,527 (500) (9,028)
Income taxes 102 259 841 - 1,202
Earnings (loss) before
equity in net earnings of
consolidated subsidiaries (10,805) 389 686 (500) (10,230)
Equity in net earnings of
consolidated subsidiaries 1,075 - - (1,075) -
Net earnings (loss) $ (9,730) $ 389 $ 686 $ (1,575) $(10,230)
</TABLE>
<TABLE>
Bucyrus International, Inc. and Subsidiaries
Consolidating Condensed Balance Sheets
September 30, 1999
(Dollars in Thousands)
<CAPTION>
Parent Guarantor Other Consolidated
Company Subsidiaries Subsidiaries Eliminations Total
<S> <C> <C> <C> <C> <C>
ASSETS
CURRENT ASSETS:
Cash and cash equivalents $ - $ 41 $ 6,225 $ - $ 6,266
Receivables 33,856 4,832 22,881 - 61,569
Intercompany receivables 70,568 3,239 6,644 (80,451) -
Inventories 74,405 3,263 50,331 1,028 129,027
Prepaid expenses and
other current assets 987 447 5,693 - 7,127
________ ________ ________ _________ ________
Total Current Assets 179,816 11,822 91,774 (79,423) 203,989
OTHER ASSETS:
Restricted funds on deposit - - 466 - 466
Goodwill 69,915 - - - 69,915
Intangible assets - net 40,843 70 - - 40,913
Other assets 9,184 - 1,677 - 10,861
Investment in subsidiaries 24,012 - - (24,012) -
________ ________ ________ _________ ________
143,954 70 2,143 (24,012) 122,155
PROPERTY, PLANT AND
EQUIPMENT - net 72,617 13,618 14,741 - 100,976
________ ________ ________ _________ ________
$396,387 $ 25,510 $108,658 $(103,435) $427,120
LIABILITIES AND COMMON
SHAREHOLDERS' INVESTMENT
CURRENT LIABILITIES:
Accounts payable and
accrued expenses $ 32,147 $ 1,708 $ 21,055 $ (223) $ 54,687
Intercompany payables - 21,967 52,172 (74,139) -
Liabilities to customers
on uncompleted contracts
and warranties 9,046 - 665 - 9,711
Income taxes 118 32 439 - 589
Short-term obligations 142 - 38 - 180
Current maturities of
long-term debt 408 - 838 - 1,246
________ ________ ________ _________ ________
Total Current Liabilities 41,861 23,707 75,207 (74,362) 66,413
LONG-TERM LIABILITIES:
Liabilities to customers
on uncompleted contracts
and warranties 4,725 - 575 - 5,300
Postretirement benefits 13,454 - 519 - 13,973
Deferred expenses and other 12,154 261 1,326 - 13,741
________ ________ ________ _________ ________
30,333 261 2,420 - 33,014
LONG-TERM DEBT, less
current maturities 207,965 - 8,561 - 216,526
COMMON SHAREHOLDERS'
INVESTMENT 116,228 1,542 22,470 (29,073) 111,167
________ ________ ________ _________ ________
$396,387 $ 25,510 $108,658 $(103,435) $427,120
</TABLE>
<TABLE>
Bucyrus International, Inc. and Subsidiaries
Consolidating Condensed Balance Sheets
December 31, 1998
(Dollars in Thousands)
<CAPTION>
Parent Guarantor Other Consolidated
Company Subsidiaries Subsidiaries Eliminations Total
<S> <C> <C> <C> <C> <C>
ASSETS
CURRENT ASSETS:
Cash and cash equivalents $ - $ 60 $ 8,761 $ - $ 8,821
Receivables 32,414 3,926 25,387 - 61,727
Intercompany receivables 77,179 1,855 1,365 (80,399) -
Inventories 67,052 4,728 43,056 (1,610) 113,226
Prepaid expenses and
other current assets 763 596 5,022 - 6,381
________ ________ ________ _________ ________
Total Current Assets 177,408 11,165 83,591 (82,009) 190,155
OTHER ASSETS:
Restricted funds on deposit - - 476 - 476
Goodwill 71,835 - - - 71,835
Intangible assets - net 42,441 132 - - 42,573
Other assets 9,556 - 1,970 - 11,526
Investment in subsidiaries 25,725 - - (25,725) -
________ ________ ________ _________ ________
149,557 132 2,446 (25,725) 126,410
PROPERTY, PLANT AND
EQUIPMENT - net 75,286 14,894 10,450 - 100,630
________ ________ ________ _________ ________
$402,251 $ 26,191 $ 96,487 $(107,734) $417,195
LIABILITIES AND COMMON
SHAREHOLDERS' INVESTMENT
CURRENT LIABILITIES:
Accounts payable and
accrued expenses $ 42,501 $ 1,597 $ 11,185 $ (333) $ 54,950
Intercompany payables - 22,906 54,808 (77,714) -
Liabilities to customers
on uncompleted contracts
and warranties 2,526 - 642 - 3,168
Income taxes 186 28 736 - 950
Short-term obligations 513 - - - 513
Current maturities of
long-term debt 168 - 838 - 1,006
________ ________ ________ _________ ________
Total Current Liabilities 45,894 24,531 68,209 (78,047) 60,587
LONG-TERM LIABILITIES:
Liabilities to customers
on uncompleted contracts
and warranties 4,839 - 575 - 5,414
Postretirement benefits 13,645 - 543 - 14,188
Deferred expenses and other 13,052 206 1,327 - 14,585
________ ________ ________ _________ ________
31,536 206 2,445 - 34,187
LONG-TERM DEBT, less
current maturities 200,746 - 1,562 - 202,308
COMMON SHAREHOLDERS'
INVESTMENT 124,075 1,454 24,271 (29,687) 120,113
________ ________ ________ _________ ________
$402,251 $ 26,191 $ 96,487 $(107,734) $417,195
</TABLE>
<TABLE>
Bucyrus International, Inc. and Subsidiaries
Consolidating Condensed Statements of Cash Flows
Nine Months Ended September 30, 1999
(Dollars in Thousands)
<CAPTION>
Parent Guarantor Other Consolidated
Company Subsidiaries Subsidiaries Eliminations Total
<S> <C> <C> <C> <C> <C>
Net Cash Provided By (Used
In) Operating Activities $ (3,676) $ 303 $ (905) $ - $ (4,278)
________ ________ ________ ________ ________
Cash Flows From Investing
Activities
Decrease in restricted
funds on deposit - - 10 - 10
Purchases of property,
plant and equipment (3,260) (334) (1,276) - (4,870)
Proceeds from sale of
property, plant and
equipment 4 12 90 - 106
Purchase of Bennett &
Emmott (1986) Ltd. - - (7,005) - (7,005)
________ ________ ________ ________ ________
Net cash used in
investing activities (3,256) (322) (8,181) - (11,759)
________ ________ ________ ________ ________
Cash Flows From Financing
Activities
Net increase in long-term
debt and other
bank borrowings 7,088 - 7,037 - 14,125
Purchase of treasury stock (156) - - - (156)
________ ________ ________ ________ ________
Net cash provided by
financing activities 6,932 - 7,037 - 13,969
________ ________ ________ ________ ________
Effect of exchange rate
changes on cash - - (487) - (487)
________ ________ ________ ________ ________
Net decrease in cash and
cash equivalents - (19) (2,536) - (2,555)
Cash and cash equivalents
at beginning of period - 60 8,761 - 8,821
________ ________ ________ ________ ________
Cash and cash equivalents
at end of period $ - $ 41 $ 6,225 $ - $ 6,266
</TABLE>
<TABLE>
Bucyrus International, Inc. and Subsidiaries
Consolidating Condensed Statements of Cash Flows
Nine Months Ended September 30, 1998
(Dollars in Thousands)
<CAPTION>
Parent Guarantor Other Consolidated
Company Subsidiaries Subsidiaries Eliminations Total
<S> <C> <C> <C> <C> <C>
Net Cash Provided By (Used
In) Operating Activities $(19,675) $ 2,670 $ 670 $ - $(16,335)
Cash Flows From Investing
Activities
Decrease in restricted
funds on deposit - - 583 - 583
Purchases of property,
plant and equipment (5,728) (2,743) (1,107) - (9,578)
Proceeds from sale of
property, plant and
equipment - - 1,185 - 1,185
Net cash provided by
(used in) investing
activities (5,728) (2,743) 661 - (7,810)
Cash Flows From Financing
Activities
Net increase in long-term
debt and other
bank borrowings 24,623 - (304) - 24,319
Proceeds from issuance
of common stock 780 - - - 780
Net cash provided by (used in)
financing activities 25,403 - (304) - 25,099
Effect of exchange rate
changes on cash - - (884) - (884)
Net (decrease) increase
in cash and cash
equivalents - (73) 143 - 70
Cash and cash equivalents
at beginning of period - 103 14,968 - 15,071
Cash and cash equivalents
at end of period $ - $ 30 $ 15,111 $ - $ 15,141
</TABLE>
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,
1999 and 1998.
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, 1999 and December 31, 1998
were as follows:
September 30, December 31,
1999 1998
(Dollars in Thousands)
Working capital $137,576 $129,568
Current ratio 3.1 to 1 3.1 to 1
The increase in working capital is primarily due to an increase in unsold
new machine inventory.
The Company is presenting below a calculation of earnings (loss) before
interest expense, income taxes, depreciation, amortization, (gain) loss on
sale of fixed assets and inventory fair value adjustment charged to cost of
products sold ("Adjusted EBITDA"). Since cash flow from operations is very
important to the Company's future, the Adjusted EBITDA calculation provides a
summary review of cash flow performance. In addition, the Company is required
to maintain certain minimum Adjusted EBITDA levels under the Revolving Credit
Facility (see below). The Adjusted EBITDA calculation is not an alternative
to operating income under generally accepted accounting principles as an
indicator of operating performance or to cash flows as a measure of liquidity.
The following table reconciles Loss Before Income Taxes to Adjusted EBITDA:
Quarters Ended Nine Months Ended
September 30, September 30,
1999 1998 1999 1998
(Dollars in Thousands)
Loss before
income taxes $ (2,138) $ (314) $ (3,861) $ (9,028)
Non-cash expenses:
Depreciation 2,825 2,532 8,285 7,631
Amortization 1,412 1,589 4,225 4,318
(Gain) loss on sale
of fixed assets (14) 6 14 (29)
Inventory fair
value adjustment
charged to cost
of products
sold - - - 6,925
Interest expense 4,903 4,819 14,387 14,023
Adjusted EBITDA $ 6,988 $ 8,632 $ 23,050 $ 23,840
The Company has a credit agreement with Bank One, Wisconsin which
provides the Company with a $75,000,000 senior secured revolving credit
facility (the "Revolving Credit Facility") with a $25,000,000 sublimit for
standby letters of credit. The Revolving Credit Agreement expires on May 31,
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, 1999 were $57,100,000 at a
weighted average interest rate of 8.2%. The issuance of standby letters of
credit under the Revolving Credit Facility and certain other bank facilities
reduces the amount available for direct borrowings under the Revolving Credit
Facility. At September 30, 1999, there were $14,282,000 of standby letters of
credit outstanding under the various 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, 1999 was $8,365,000.
The Company has outstanding $150,000,000 of its Senior Notes which were
issued pursuant to an indenture dated as of September 24, 1997 among the
Company, the Guarantors, and Harris Trust and Savings Bank, as Trustee (the
"Senior Notes Indenture"). Interest thereon is payable each March 15 and
September 15.
The Company believes that current levels of cash and liquidity, together
with funds generated by operations and funds available from the Revolving
Credit Facility, will be sufficient to permit the Company to satisfy its debt
service requirements and fund operating activities for the foreseeable future.
The Company is subject to significant business, economic and competitive
uncertainties that are beyond its control. Accordingly, there can be no
assurance that the Company's financial resources will be sufficient for the
Company to satisfy its debt service obligations and fund operating activities
under all circumstances.
Capital Resources
At September 30, 1999, the Company had approximately $2,215,000 of open
capital appropriations. The Company's capital expenditures for the nine
months ended September 30, 1999 were $4,870,000 compared with $9,578,000 for
the nine months ended September 30, 1998. In the near term, the Company
currently anticipates spending closer to the 1999 level.
Capitalization
The long-term debt to equity ratio at September 30, 1999 and December 31,
1998 was 1.9 to 1 and 1.7 to 1, respectively. The long-term debt to total
capitalization ratio at September 30, 1999 and December 31, 1998 was .7 to 1
and .6 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, 1999 were
$75,977,000 and $241,136,000, respectively, compared with $76,149,000 and
$229,890,000 for the quarter and nine months ended September 30, 1998,
respectively. Net sales of repair parts and services for the quarter and nine
months ended September 30, 1999 were $50,532,000 and $156,534,000,
respectively, which is a decrease of $449,000 or .9% and $3,785,000 or 2.4%
from the quarter and nine months ended September 30, 1998, respectively. Net
machine sales for the quarter and nine months ended September 30, 1999 were
$25,445,000 and $84,602,000, respectively, which is an increase of 1.1% and
21.6% from the quarter and nine months ended September 30, 1998, respectively.
The year-to-date increase was primarily in dragline volume and reflects the
orders for three partial draglines in India in 1998 and one dragline in
Australia in 1997.
Cost of Products Sold
Cost of products sold for the quarter ended September 30, 1999 was
$61,900,000 or 81.5% of net sales compared with $60,737,000 or 79.8% of net
sales for the quarter ended September 30, 1998. For the nine months ended
September 30, 1999, cost of products sold was $195,822,000 or 81.2% of net
sales compared with $190,856,000 or 83.0% of net sales for the nine months
ended September 30, 1998. During the second quarter of 1998, the Company
reduced cost of sales by $1,210,000 as a result of a change in the Company's
short-term disability plan. Included in cost of products sold for the nine
months ended September 30, 1998 were charges of $6,925,000 recorded in the
first quarter of 1998 as a result of the fair value adjustments to inventory
being charged to cost of products sold as the inventory was sold. The fair
value adjustments were made as a result of the acquisition of the Company by
American Industrial Partners Acquisition Company ("AIPAC"). Excluding the
effect of the inventory fair value adjustments, cost of products sold for the
nine months ended September 30, 1998 as a percentage of net sales was 80.0%.
Also included in cost of products sold for 1999 and 1998 was $3,596,000 and
$3,246,000, respectively, of additional depreciation expense as a result of
the fair value adjustment to plant and equipment in connection with the
acquisition of the Company by AIPAC.
Engineering and Field Service, Selling, Administrative and Miscellaneous
Expenses
Engineering and field service, selling, administrative and miscellaneous
expenses for the quarter ended September 30, 1999 were $12,035,000 or 15.8% of
net sales compared with $11,182,000 or 14.7% of net sales for the quarter
ended September 30, 1998. The amounts for the nine months ended September 30,
1999 and 1998 were $36,283,000 or 15.0% of net sales and $34,830,000 or 15.2%
of net sales, respectively. Included in the amounts for the nine months ended
September 30, 1999 was $508,000 of severance expense. The amounts for the
nine months ended September 30, 1998 were reduced by $563,000 as a result of a
change in the Company's short-term disability plan.
Interest Expense
Interest expense, including interest expense related to the Senior Notes,
for the quarter and nine months ended September 30, 1999 was $4,903,000 and
$14,387,000, respectively, compared with $4,819,000 and $14,023,000 for the
quarter and nine months ended September 30, 1998, respectively.
Income Taxes
Income tax expense consists primarily of foreign taxes at applicable
statutory rates. For the nine months ended September 30, 1998, income tax
expense is net of a $431,000 benefit related to foreign fair value adjustments
to inventory charged to cost of product sold. 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, 1999 was
$2,798,000 and $5,650,000, respectively, compared with a net loss of $868,000
and $10,230,000 for the quarter and nine months ended September 30, 1998,
respectively. Included in net loss for the nine months ended September 30,
1998 was $6,267,000 (net of tax) of the inventory fair value adjustment which
was charged to cost of products sold. Non-cash depreciation and amortization
charges for the quarter and nine months ended September 30, 1999 were
$4,237,000 and $12,510,000, respectively, compared with $4,121,000 and
$11,949,000, respectively, for the quarter and nine months ended September 30,
1998.
Backlog and New Orders
The Company's consolidated backlog on September 30, 1999 was $219,802,000
compared with $262,457,000 at December 31, 1998 and $178,238,000 at
September 30, 1998. Machine backlog at September 30, 1999 was $69,866,000,
which is a decrease of 38.6% from December 31, 1998 and an increase of 18.3%
from September 30, 1998. During 1999, there has been a decrease in both
electric mining shovel and dragline backlog. During the second quarter of
1997, the Company executed a contract with an Australian mining company for
the sale of a Model 2570WS dragline which is scheduled for completion early in
the year 2000. Included in backlog at September 30, 1999, December 31, 1998
and September 30, 1998 was $6,709,000, $27,273,000 and $40,923,000,
respectively, related to this machine. During the fourth quarter of 1998, the
Company sold four electric mining shovels and three blasthole drills to a
customer in Peru for a new copper mine in that country. Also, during the
fourth quarter of 1998, the Company sold three partial draglines to a customer
in India. Repair parts and service backlog at September 30, 1999 was
$149,936,000, which is an increase of .8% from December 31, 1998 and an
increase of 25.8% from September 30, 1998. The increase in repair parts and
service backlog from September 30, 1998 was primarily due to a maintenance and
repair contract sold in connection with the aforementioned machine sales to
the customer in Peru in the fourth quarter of 1998 and a ten year shovel parts
supply agreement to a customer in Western Canada in the third quarter of 1999.
New orders for the quarter and nine months ended September 30, 1999 were
$88,380,000 and $198,481,000, respectively, which is an increase of 55.2% and
3.3% from the quarter and nine months ended September 30, 1998, respectively.
New machine orders for the quarter and nine months ended September 30, 1999
were $13,031,000 and $40,766,000, respectively, which is an increase of 184.1%
and 29.5% from the quarter and nine months ended September 30, 1998,
respectively. The increase in new machines for the quarter ended
September 30, 1999 was primarily in electric mining shovels while the increase
for the nine months ended September 30, 1999 was primarily in blasthole
drills. New repair parts and service orders for the quarter and nine months
ended September 30, 1999 were $75,349,000 and $157,715,000, respectively,
which is an increase of 43.9% and a decrease of 1.8% from the quarter and nine
months ended September 30, 1998, respectively. The increase in new repair
parts and service orders for the quarter ended September 30, 1999 was
primarily due to a ten year shovel parts supply agreement with a customer in
Western Canada.
Both the new machine orders and the parts and service orders continue to
be affected by the softness in coal prices in Australia and South Africa, the
low worldwide price of copper and the lower demand for other minerals.
Recently, copper prices have increased from approximately $.60 per pound to
$.80 per pound. Also, there has been increased activity in the oil sands area
of Western Canada where the Company recently acquired Bennett & Emmott (1986)
Ltd. ("Bennett & Emmott").
The Bennett & Emmott Acquisition
On April 30, 1999, the Company consummated the acquisition of Bennett
& Emmott, a privately owned Canadian company with extensive experience in the
field repair and service of heavy machinery for the surface mining industry.
In addition to the surface mining industry, Bennett & Emmott services a large
number of customers in the pulp and paper, sawmill, oil and natural gas
industries in Western Canada, the Northwest Territories and the Yukon. The
company provides design and manufacturing services, as well as in-house and
field repair and testing of electrical and mechanical equipment. Bennett &
Emmott also distributes compressors, generators and related products.
This acquisition continues to strengthen the Company's position in the
oil sands area of Western Canada. The integration of Bennett & Emmott into
the Company's operations continues as planned.
Year 2000 Issues
The Company has assessed and continues to assess the impact of year 2000
issues on its operations. Disclosures relating to year 2000 issues are
included in the Company's 1998 Annual Report on Form 10-K. On August 2, 1999,
the Company's South Milwaukee operations began operating on its new computer
system. While the primary purpose of this replacement was to improve the
efficiency and effectiveness of the Company's existing computer system, year
2000 issues were also addressed as a part of the system replacement. The
system replacement for other domestic subsidiary operations is expected to be
completed by the end of 1999. Computer systems used by the Company's foreign
operations have been reviewed and are year 2000 compliant or will receive
minor upgrades to make them year 2000 compliant by the end of 1999. There
have been no additional material developments relating to year 2000 issues
during the nine months ended September 30, 1999.
Quantitative and Qualitative Disclosures About Market Risk
The Company's market risk is impacted by changes in interest rates and
foreign currency exchange rates.
The Company's interest rate exposure relates primarily to debt
obligations in the United States. The Company manages its borrowings under
the Revolving Credit Facility through the selection of LIBOR based borrowings
or prime-rate based borrowings. If market conditions warrant, interest rate
swaps may be used to adjust interest rate exposures, although none have been
used to date. The Company believes that a 10% change in the Company's
weighted average interest rate at September 30, 1999 would not have a material
effect on the Company's financial position, results of operations or 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 overall foreign currency exchange rate exposure at September 30,
1999, 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 disclosed 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.
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
1999.
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 11, 1999 /s/Craig R. Mackus
Craig R. Mackus
Secretary and Controller
Principal Accounting Officer
Date November 11, 1999 /s/Stephen R. Light
Stephen R. Light
President and CEO
BUCYRUS INTERNATIONAL, INC.
EXHIBIT INDEX
TO
QUARTERLY REPORT ON FORM 10-Q
FOR THE QUARTER ENDED SEPTEMBER 30, 1999
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 11 on Form 8-K,
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 11 1994.
of the Bankruptcy Code,
as modified December 1, 1994,
including Exhibits.
3.1 Restated Certificate Exhibit 3.1 to
of Incorporation of Registrant's
Registrant. Current Report
on Form 8-K
filed with the
Commission on
October 10, 1997.
3.2 By-laws of Registrant. Exhibit 3.2 to
Registrant's
Current Report
on Form 8-K
filed with the
Commission on
October 10, 1997.
3.3 Amendment to By-laws of Exhibit 3.2
Registrant effective to Registrant's
November 5, 1997. Quarterly Report
on Form 10-Q for
the quarter ended
September 30, 1997.
3.4 Certificate of Amendment Exhibit 3.4
to Restated Certificate to Registrant's
of Incorporation adopted Annual Report on
March 17, 1998. Form 10-K for
the year ended
December 31, 1997.
3.5 Amendment to By-laws of Exhibit 3.5
Registrant effective to Registrant's
December 16, 1998. Annual Report on
Form 10-K for
the year ended
December 31, 1998.
3.6 Certificate of Amendment to Exhibit 3.6
Restated Certificate of to Registrant's
Incorporation adopted Annual Report on
December 16, 1998. Form 10-K for
the year ended
December 31, 1998.
4.1 Indenture of Trust dated Exhibit 4.1 to
as of September 24, 1997 Registration
among Registrant, Boonville Statement on
Mining Services, Inc., Form S-4 of
Minserco, Inc. and Von's Registrant,
Welding, Inc. and Harris Boonville Mining
Trust and Savings Bank, Services, Inc.,
Trustee. Minserco, Inc. and
Von's Welding, Inc.
(SEC Registration
No. 333-39359)
4.2 Form of Guarantee of Included as
Boonville Mining Services, Exhibit E
Inc., Minserco, Inc. and to Exhibit 4.1
Von's Welding, Inc. dated above.
as of September 24, 1997
in favor of Harris Trust
and Savings Bank as Trustee
under the Indenture.
4.3 Form of Registrant's Exhibit 4.3 to
9-3/4% Senior Note due 2007. Registration
Statement on
Form S-4 of
Registrant, Boonville
Mining Services, Inc.,
Minserco, Inc. and
Von's Welding, Inc.
(SEC Registration
No. 333-39359)
10.1 Credit Agreement, dated Exhibit 10.1 to
September 24, 1997 between Registrant's
Bank One, Wisconsin and Current Report
Registrant. on Form 8-K
filed with the
Commission on
October 10, 1997.
(a) First amendment dated Exhibit 10.1(a)
July 21, 1998 to Credit to Registrant's
Agreement. Quarterly Report
on Form 10-Q
filed with the
Commission on
November 16, 1998.
(b) Second amendment dated Exhibit 10.1(b)
September 30, 1998 to to Registrant's
Credit Agreement. Annual Report on
Form 10-K for
the year ended
December 31, 1998.
(c) Third amendment dated Exhibit 10.1(c)
April 20, 1999 to Credit to Registrant's
Agreement. Quarterly Report
on Form 10-Q
filed with the
Commission on
August 12, 1999.
(d) Fourth amendment dated X
September 30, 1999 to
Credit Agreement.
10.2* Separation Agreement Exhibit 10.2
between Registrant to Registrant's
and D. J. Smoke dated Quarterly Report
July 22, 1999. on Form 10-Q
filed with the
Commission on
August 12, 1999.
27.1 Financial Data Schedule X
(Edgar filing only.)
__________________________
* A management contract or compensatory plan or arrangement.
EXHIBIT 10.1(d)
FORM 10-Q
QUARTER ENDED SEPTEMBER 30, 1999
FOURTH AMENDMENT TO CREDIT AGREEMENT
THIS FOURTH AMENDMENT TO CREDIT AGREEMENT, dated as of
September 30, 1999, amends and supplements the Credit Agreement dated as of
September 24, 1997, as amended by the First Amendment to Credit Agreement
dated as of July 21, 1998, the Second Amendment to Credit Agreement dated as
of September 30, 1998 and the Third Amendment to Credit Agreement dated as of
April 20, 1999 (as so amended, the "Credit Agreement"), among BUCYRUS
INTERNATIONAL, INC., a Delaware corporation (the "Company"), the financial
institutions party thereto (the "Banks"), THE BANK OF NOVA SCOTIA, as
documentation agent, and BANK ONE, WISCONSIN, as agent for the Banks and as
letter of credit issuing bank.
RECITALS
The Company, the Banks, the Documentation Agent and the Agent
desire to amend the Credit Agreement as set forth below.
AGREEMENTS
In consideration of the promises and agreements set forth in the
Credit Agreement, as amended hereby, the parties agree as follows:
1. Definitions and References. Capitalized terms not defined
herein have the meanings ascribed to them in the Credit Agreement. Upon the
execution and delivery of this Fourth Amendment by all of the parties hereto,
all references to the Credit Agreement set forth in the Loan Documents shall
mean the Credit Agreement as amended by this Fourth Amendment to Credit
Agreement.
2. Amendment. The defined term "Net Worth" in Section 1.01 of
the Credit Agreement is amended to read as follows:
"Net Worth" means, for any Person as of the date of
determination, an amount (on a consolidated basis) equal to the total
assets of such Person less the total liabilities of such Person;
provided that for purposes of calculating the Net Worth of the Company
and its consolidated Subsidiaries (a) the Net Worth of Equipment
Assurance Ltd. shall not be less that $0 and (b) the cumulative foreign
currency translation adjustments shall be taken into account only if and
to the extent that the negative amount thereof exceeds ($25,000,000).
3. Representations and Warranties. The Company represents and
warrants to the Agent and each Bank that:
(a) The representations and warranties set forth in
Sections 6.02, 6.03 and 6.04 of the Credit Agreement are true and correct in
all material respects after giving effect to this Fourth Amendment; and
(b) No Default or Event of Default exists as of the date
of this Fourth Amendment.
4. Costs and Expenses. The Company agrees to pay all costs and
expenses (including reasonable attorneys' fees) paid or incurred by the Agent
in connection with this Fourth Amendment.
5. Full Force and Effect. The Credit Agreement, as amended
hereby, remains in full force and effect.
BUCYRUS INTERNATIONAL, INC.
BY /s/ J. F. Bosbous
Title: Treasurer
BANK ONE, WISCONSIN, as Agent,
Issuing Bank and a Bank
BY /s/ Mark P. Bruss
Title: First Vice President
THE BANK OF NOVA SCOTIA, as
Documentation Agent and a Bank
BY /s/ N. Bell
Title: Assistant Agent
FIRSTAR BANK MILWAUKEE, N.A.
BY /s/ Jeff Janza
Title: Vice President
FLEET CAPITAL CORPORATION
BY /s/ Brian Conole
Title: Senior Vice President
LASALLE BANK NATIONAL
ASSOCIATION (formerly known as
LaSalle National Bank)
BY /s/ James A. Meyer
Title: First Vice President
BANK OF SCOTLAND
BY /s/ Annie Glynn
Title: Senior Vice President
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-END> SEP-30-1999
<CASH> 6,266
<SECURITIES> 0
<RECEIVABLES> 62,552
<ALLOWANCES> (983)
<INVENTORY> 129,027
<CURRENT-ASSETS> 203,989
<PP&E> 118,807
<DEPRECIATION> (17,831)
<TOTAL-ASSETS> 427,120
<CURRENT-LIABILITIES> 66,413
<BONDS> 216,526
0
0
<COMMON> 14
<OTHER-SE> 111,153
<TOTAL-LIABILITY-AND-EQUITY> 427,120
<SALES> 241,136
<TOTAL-REVENUES> 242,631
<CGS> 195,822
<TOTAL-COSTS> 195,822
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 14,387
<INCOME-PRETAX> (3,861)
<INCOME-TAX> 1,789
<INCOME-CONTINUING> (5,650)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (5,650)
<EPS-BASIC> (3.92)
<EPS-DILUTED> (3.92)
</TABLE>
