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, 2000
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from __________ to __________
Commission file number 1-871
BUCYRUS INTERNATIONAL, INC.
(Exact Name of Registrant as Specified in its Charter)
DELAWARE 39-0188050
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
P. O. BOX 500
1100 MILWAUKEE AVENUE
SOUTH MILWAUKEE, WISCONSIN
53172
(Address of Principal Executive Offices)
(Zip Code)
(414) 768-4000
(Registrant's Telephone Number, Including Area Code)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days. Yes [ X ] No [ ]
Indicate by check mark whether the registrant has filed all documents and
reports required to be filed by Sections 12, 13 or 15(d) of the Securities
Exchange Act of 1934 subsequent to the distribution of securities under a plan
confirmed by a court.
Yes X No
Indicate the number of shares outstanding of each of the issuer's classes
of common stock, as of the latest practicable date.
Class Outstanding November 1, 2000
Common Stock, $.01 par value 1,440,600
BUCYRUS INTERNATIONAL, INC. AND SUBSIDIARIES
INDEX
Page No.
Part I. FINANCIAL INFORMATION:
Item 1 - Financial Statements (Unaudited)
Consolidated Condensed Statements of Operations -
Quarters and nine months ended September 30, 2000
and 1999 4
Consolidated Condensed Statements of Comprehensive
Income (Loss) - Quarters and nine months ended
September 30, 2000 and 1999 5
Consolidated Condensed Balance Sheets -
September 30, 2000 and December 31, 1999 6-7
Consolidated Condensed Statements of Cash Flows -
Nine months ended September 30, 2000 and 1999 8
Notes to Consolidated Condensed Financial
Statements 9-21
Item 2 - Management's Discussion and Analysis
of Financial Condition and Results
of Operations 22-28
Part II. OTHER INFORMATION:
Item 6 - Exhibits and Reports on Form 8-K 29
Signature Page 30
<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,
2000 1999 2000 1999
<S> <C> <C> <C> <C>
Revenues:
Net sales $ 69,260 $ 75,977 $ 202,733 $ 241,136
Other income 80 723 944 1,495
__________ __________ __________ __________
69,340 76,700 203,677 242,631
__________ __________ __________ __________
Costs and Expenses:
Cost of products sold 54,380 61,900 173,931 195,822
Engineering and field
service, selling,
administrative and
miscellaneous expenses 11,802 12,035 38,229 36,283
Interest expense 5,554 4,903 16,507 14,387
__________ __________ __________ __________
71,736 78,838 228,667 246,492
__________ __________ __________ __________
Loss before income taxes (2,396) (2,138) (24,990) (3,861)
Income taxes 1,189 660 1,940 1,789
__________ __________ __________ __________
Net loss $ (3,585) $ (2,798) $ (26,930) $ (5,650)
Net loss per share
of common stock:
Basic $ (2.49) $ (1.94) $ (18.68) $ (3.92)
Diluted $ (2.49) $ (1.94) $ (18.68) $ (3.92)
<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,
2000 1999 2000 1999
<S> <C> <C> <C> <C>
Net loss $ (3,585) $ (2,798) $ (26,930) $ (5,650)
Other comprehensive income (loss) -
foreign currency translation
adjustments (2,803) (47) (6,435) (3,171)
__________ __________ __________ __________
Comprehensive loss $ (6,388) $ (2,845) $ (33,365) $ (8,821)
<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,
2000 1999 2000 1999
<S> <C> <C> <C> <C> <C>
ASSETS LIABILITIES AND COMMON
CURRENT ASSETS: SHAREHOLDERS' INVESTMENT
Cash and cash CURRENT LIABILITIES:
equivalents $ 4,670 $ 8,369 Accounts payable and
Receivables 55,395 61,023 accrued expenses $ 59,029 $ 64,640
Inventories 111,307 125,132 Liabilities to customers
Prepaid expenses and on uncompleted contracts
other current assets 6,668 5,502 and warranties 9,792 4,876
________ ________ Income taxes 1,312 353
Short-term obligations 186 445
Total Current Assets 178,040 200,026 Current maturities of
long-term debt 71,646 7,518
OTHER ASSETS: ________ ________
Restricted funds Total Current
on deposit 558 89 Liabilities 141,965 77,832
Goodwill 58,362 69,335
Intangible assets - net 38,713 40,357 LONG-TERM LIABILITIES:
Other assets 10,526 11,375 Liabilities to customers on
________ ________ uncompleted contracts
and warranties 2,447 4,367
108,159 121,156 Postretirement benefits 14,103 13,984
Deferred expenses
PROPERTY, PLANT AND EQUIPMENT: and other 10,516 12,645
Cost 114,493 115,376 ________ ________
Less accumulated
depreciation (26,274) (19,571) 27,066 30,996
________ ________ LONG-TERM DEBT, less
current maturities 153,792 214,009
88,219 95,805
COMMON SHAREHOLDERS' INVESTMENT:
Common stock - par value
$.01 per share, authorized
1,700,000 shares, issued
1,444,650 shares 14 14
Additional paid-in capital 144,451 144,451
Treasury stock - 4,050
shares, at cost (351) (196)
Notes receivable from
shareholders (400) (524)
Accumulated deficit (74,086) (37,997)
Accumulated other
comprehensive income (18,033) (11,598)
________ ________
51,595 94,150
________ ________ ________ ________
$374,418 $416,987 $374,418 $416,987
<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,
2000 1999
Net Cash Used In Operating Activities $ (5,273) $ (4,278)
__________ __________
Cash Flows From Investing Activities
(Increase) decrease in restricted
funds on deposit (469) 10
Purchases of property, plant
and equipment (2,232) (4,870)
Proceeds from sale of property, plant
and equipment 1,381 106
Purchase of Bennett & Emmott (1986) Ltd. - (7,005)
__________ __________
Net cash used in investing activities (1,320) (11,759)
__________ __________
Cash Flows From Financing Activities
Net increase in long-term debt
and other bank borrowings 3,652 14,125
Purchase of treasury stock (31) (156)
__________ __________
Net cash provided by financing
activities 3,621 13,969
__________ __________
Effect of exchange rate changes
on cash (727) (487)
__________ __________
Net decrease in cash and cash
equivalents (3,699) (2,555)
Cash and cash equivalents at
beginning of period 8,369 8,821
__________ __________
Cash and cash equivalents at
end of period $ 4,670 $ 6,266
Supplemental Disclosures of Cash Flow Information
2000 1999
Cash paid during the period for:
Interest $ 16,341 $ 17,678
Income taxes - net of refunds 814 1,406
See notes to consolidated condensed financial statements.
BUCYRUS INTERNATIONAL, INC. AND SUBSIDIARIES
ITEM 1 - FINANCIAL STATEMENTS
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
1. In the opinion of Bucyrus International, Inc. (the "Company"), the
consolidated condensed financial statements contain all adjustments
(consisting of normal recurring accruals) necessary to present fairly the
financial results for the interim periods. Certain items are included in
these statements based on estimates for the entire year. The Company's
operations are classified as one operating segment.
2. Certain notes and other information have been condensed or omitted from
these interim consolidated condensed financial statements. Therefore,
these statements should be read in conjunction with the Company's 1999
Annual Report on Form 10-K filed with the Securities and Exchange
Commission on March 30, 2000.
3. Inventories consist of the following:
September 30, December 31,
2000 1999
(Dollars in Thousands)
Raw materials and parts $ 12,712 $ 13,470
Costs relating to
uncompleted contracts 1,686 1,000
Customers' advances offset
against costs incurred on
uncompleted contracts (1,011) -
Work in process 17,403 16,193
Finished products (primarily
replacement parts) 80,517 94,469
-------- --------
$111,307 $125,132
4. Basic and diluted net loss per share of common stock were computed by
dividing net loss by the weighted average number of shares of common
stock outstanding. Although the Company has stock options outstanding,
none of these options are dilutive. The numerators and the denominators
of the basic and diluted net loss per share of common stock calculations
are as follows:
Quarters Ended Nine Months Ended
September 30, September 30,
2000 1999 2000 1999
(Dollars in Thousands, Except
Per Share Amounts)
Basic and Diluted
Net loss $ (3,585) $ (2,798) $ (26,930) $ (5,650)
Weighted average
shares outstanding 1,441,546 1,442,187 1,441,947 1,442,344
Net loss per share $ (2.49) $ (1.94) $ (18.68) $ (3.92)
5. In 1999, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standards No. 137, "Accounting for
Derivative Instruments and Hedging Activities - Deferral of the Effective
Date of FASB Statement No. 133" ("SFAS 133"). In June 2000, the FASB
also issued Statement of Financial Accounting Standards No. 138,
"Accounting for Certain Derivative Instruments and Certain Hedging
Activities" ("SFAS 138"), which adds to the guidance related to
accounting for derivative instruments and hedging activities. SFAS 133
as amended by SFAS 138 is effective for fiscal years beginning after
June 15, 2000 and establishes accounting and reporting standards
requiring that every derivative instrument (including certain derivative
instruments embedded in other contracts) be recorded in the balance sheet
as either an asset or liability measured at its fair value. The new
pronouncements also require that changes in the derivative's fair value
be recognized currently in earnings unless specific hedge accounting
criteria are met. Special accounting for qualifying hedges allows a
derivative's gains and losses to offset related results on the hedged
item in the income statement, and requires that the Company must formally
document, designate and assess the effectiveness of transactions that
receive hedge accounting. The Company plans to adopt SFAS 133 as amended
by SFAS 138 on January 1, 2001. Based on the Company's current
transactions involving derivative instruments and hedging, management
believes adoption of SFAS 133 as amended by SFAS 138 will not have a
material effect on its financial position or results of operations.
6. Due to a reduction in new orders, the Company reduced a portion of its
manufacturing production workforce through layoffs and also reduced the
number of its salaried employees. These activities resulted in
restructuring charges of $3,601,000 for the nine months ended
September 30, 2000. Such charges primarily relate to severance payments
and related matters and are included in Engineering and Field Service,
Selling, Administrative and Miscellaneous Expenses in the Consolidated
Condensed Statement of Operations.
7. An affiliate of the Company, which is controlled by American Industrial
Partners Capital Fund II, L.P., acquired $75,635,000 of the Company's
$150,000,000 issue of 9.75% Senior Notes due 2007 ("Senior Notes") in
2000. An election was made by the affiliate effective April 1, 2000
which will allow it to begin filing consolidated Federal tax returns with
the Company. As a result, certain Federal net operating loss
carryforwards of the Company are expected to be utilized in fiscal 2000
on a consolidated basis. Prior to April 1, 2000, such operating loss
carryforwards were evaluated as not being realizable and valuation
allowances had been established. In the second and third quarters, a
portion of the net operating loss carryforwards and the corresponding
valuation allowance were reversed.
8. The Company's payment obligations under its Senior Notes are guaranteed
by certain of the Company's wholly-owned subsidiaries (the "Guarantor
Subsidiaries"). Such guarantees are full, unconditional and joint and
several. Separate financial statements of the Guarantor Subsidiaries are
not presented because the Company's management has determined that they
would not be material to investors. The following supplemental financial
information sets forth, on an unconsolidated basis, 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, 2000
(Dollars in Thousands)
<CAPTION>
Parent Guarantor Other Consolidated
Company Subsidiaries Subsidiaries Eliminations Total
<S> <C> <C> <C> <C> <C>
Revenues:
Net sales $ 35,789 $ 9,004 $ 33,913 $ (9,446) $ 69,260
Other income 888 - 308 (1,116) 80
________ ________ ________ ________ ________
36,677 9,004 34,221 (10,562) 69,340
________ ________ ________ ________ ________
Costs and Expenses:
Cost of products sold 28,641 7,394 28,016 (9,671) 54,380
Engineering and field
service, selling
administrative
and miscellaneous
expenses 8,107 219 3,476 - 11,802
Interest expense 5,550 496 624 (1,116) 5,554
________ ________ ________ ________ ________
42,298 8,109 32,116 (10,787) 71,736
________ ________ ________ ________ ________
Earnings (loss) before
income taxes and
equity in net earnings of
consolidated subsidiaries (5,621) 895 2,105 225 (2,396)
Income taxes 174 45 970 - 1,189
________ ________ ________ ________ ________
Earnings (loss) before
equity in net earnings of
consolidated subsidiaries (5,795) 850 1,135 225 (3,585)
Equity in net earnings of
consolidated subsidiaries 1,878 - - (1,878) -
________ ________ ________ ________ ________
Net earnings (loss) $ (3,917) $ 850 $ 1,135 $ (1,653) $ (3,585)
</TABLE>
<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
Nine Months Ended September 30, 2000
(Dollars in Thousands)
<CAPTION>
Parent Guarantor Other Consolidated
Company Subsidiaries Subsidiaries Eliminations Total
<S> <C> <C> <C> <C> <C>
Revenues:
Net sales $109,274 $ 27,241 $104,752 $(38,534) $202,733
Other income 4,361 3 510 (3,930) 944
________ ________ ________ ________ ________
113,635 27,244 105,262 (42,464) 203,677
________ ________ ________ ________ ________
Costs and Expenses:
Cost of products sold 97,139 25,707 88,674 (37,589) 173,931
Engineering and field
service, selling,
administrative
and miscellaneous
expenses 26,245 993 10,991 - 38,229
Interest expense 16,017 1,387 3,033 (3,930) 16,507
________ ________ ________ ________ ________
139,401 28,087 102,698 (41,519) 228,667
________ ________ ________ ________ ________
Earnings (loss) before
income taxes and
equity in net earnings of
consolidated subsidiaries (25,766) (843) 2,564 (945) (24,990)
Income taxes 745 58 1,137 - 1,940
________ ________ ________ ________ ________
Earnings (loss) before
equity in net earnings of
consolidated subsidiaries (26,511) (901) 1,427 (945) (26,930)
Equity in net earnings of
consolidated subsidiaries 419 - - (419) -
________ ________ ________ ________ ________
Net earnings (loss) $(26,092) $ (901) $ 1,427 $ (1,364) $(26,930)
</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 Balance Sheets
September 30, 2000
(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 $ - $ 52 $ 4,618 $ - $ 4,670
Receivables 24,318 10,524 20,553 - 55,395
Intercompany receivables 72,525 2,807 15,294 (90,626) -
Inventories 70,026 2,841 43,380 (4,940) 111,307
Prepaid expenses and
other current assets 408 280 5,980 - 6,668
________ ________ ________ _________ ________
Total Current Assets 167,277 16,504 89,825 (95,566) 178,040
OTHER ASSETS:
Restricted funds on deposit 350 - 208 - 558
Goodwill 58,362 - - - 58,362
Intangible assets - net 38,713 - - - 38,713
Other assets 8,903 - 1,623 - 10,526
Investment in subsidiaries 14,491 - - (14,491) -
________ ________ ________ _________ ________
120,819 - 1,831 (14,491) 108,159
PROPERTY, PLANT AND
EQUIPMENT - net 68,070 6,516 13,633 - 88,219
________ ________ ________ _________ ________
$356,166 $ 23,020 $105,289 $(110,057) $374,418
LIABILITIES AND COMMON
SHAREHOLDERS' INVESTMENT
CURRENT LIABILITIES:
Accounts payable and
accrued expenses $ 42,755 $ 2,870 $ 13,506 $ (102) $ 59,029
Intercompany payables 3,017 23,180 60,884 (87,081) -
Liabilities to customers
on uncompleted contracts
and warranties 8,563 - 1,229 - 9,792
Income taxes 135 82 1,095 - 1,312
Short-term obligations 49 - 137 - 186
Current maturities of
long-term debt 65,816 - 5,830 - 71,646
________ ________ ________ _________ ________
Total Current Liabilities 120,335 26,132 82,681 (87,183) 141,965
LONG-TERM LIABILITIES:
Liabilities to customers
on uncompleted contracts
and warranties 2,412 - 35 - 2,447
Postretirement benefits 13,632 - 471 - 14,103
Deferred expenses and other 9,366 469 681 - 10,516
________ ________ ________ _________ ________
25,410 469 1,187 - 27,066
LONG-TERM DEBT, less
current maturities 150,443 - 3,349 - 153,792
COMMON SHAREHOLDERS'
INVESTMENT 59,978 (3,581) 18,072 (22,874) 51,595
________ ________ ________ _________ ________
$356,166 $ 23,020 $105,289 $(110,057) $374,418
</TABLE>
<TABLE>
Bucyrus International, Inc. and Subsidiaries
Consolidating Condensed Balance Sheets
December 31, 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 $ - $ 23 $ 8,346 $ - $ 8,369
Receivables 34,851 3,065 22,936 171 61,023
Intercompany receivables 68,233 2,712 10,912 (81,857) -
Inventories 73,147 3,669 50,579 (2,263) 125,132
Prepaid expenses and
other current assets 652 473 4,377 - 5,502
________ ________ ________ _________ ________
Total Current Assets 176,883 9,942 97,150 (83,949) 200,026
OTHER ASSETS:
Restricted funds on deposit - - 89 - 89
Goodwill 69,335 - - - 69,335
Intangible assets - net 40,310 47 - - 40,357
Other assets 8,958 - 2,417 - 11,375
Investment in subsidiaries 19,147 - - (19,147) -
________ ________ ________ _________ ________
137,750 47 2,506 (19,147) 121,156
PROPERTY, PLANT AND
EQUIPMENT - net 71,875 9,067 14,863 - 95,805
________ ________ ________ _________ ________
$386,508 $ 19,056 $114,519 $(103,096) $416,987
LIABILITIES AND COMMON
SHAREHOLDERS' INVESTMENT
CURRENT LIABILITIES:
Accounts payable and
accrued expenses $ 40,185 $ 1,607 $ 23,139 $ (291) $ 64,640
Intercompany payables 905 19,749 55,882 (76,536) -
Liabilities to customers
on uncompleted contracts
and warranties 4,200 - 676 - 4,876
Income taxes 150 46 157 - 353
Short-term obligations 150 - 295 - 445
Current maturities of
long-term debt 413 - 7,105 - 7,518
________ ________ ________ _________ ________
Total Current Liabilities 46,003 21,402 87,254 (76,827) 77,832
LONG-TERM LIABILITIES:
Liabilities to customers
on uncompleted contracts
and warranties 4,332 - 35 - 4,367
Postretirement benefits 13,480 - 504 - 13,984
Deferred expenses and other 11,316 334 995 - 12,645
________ ________ ________ _________ ________
29,128 334 1,534 - 30,996
LONG-TERM DEBT, less
current maturities 210,105 - 3,904 - 214,009
COMMON SHAREHOLDERS'
INVESTMENT 101,272 (2,680) 21,827 (26,269) 94,150
________ ________ ________ _________ ________
$386,508 $ 19,056 $114,519 $(103,096) $416,987
</TABLE>
<TABLE>
Bucyrus International, Inc. and Subsidiaries
Consolidating Condensed Statements of Cash Flows
Nine Months Ended September 30, 2000
(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 $ (3,968) $ (396) $ (909) $ - $ (5,273)
________ ________ ________ ________ ________
Cash Flows From Investing
Activities
Decrease in restricted
funds on deposit (350) - (119) - (469)
Purchases of property,
plant and equipment (1,328) (69) (835) - (2,232)
Proceeds from sale of
property, plant and
equipment 37 494 850 - 1,381
________ ________ ________ ________ ________
Net cash provided by
(used in) investing
activities (1,641) 425 (104) - (1,320)
________ ________ ________ ________ ________
Cash Flows From Financing
Activities
Net increase (decrease) in
long-term debt and other
bank borrowings 5,640 - (1,988) - 3,652
Purchase of treasury stock (31) - - - (31)
________ ________ ________ ________ ________
Net cash provided by
(used in) financing
activities 5,609 - (1,988) - 3,621
________ ________ ________ ________ ________
Effect of exchange rate
changes on cash - - (727) - (727)
________ ________ ________ ________ ________
Net increase (decrease)
in cash and cash
equivalents - 29 (3,728) - (3,699)
Cash and cash equivalents
at beginning of period - 23 8,346 - 8,369
________ ________ ________ ________ ________
Cash and cash equivalents
at end of period $ - $ 52 $ 4,618 $ - $ 4,670
</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>
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,
2000 and 1999.
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, 2000 and December 31, 1999
were as follows:
September 30, December 31,
2000 1999
(Dollars in Thousands)
Working capital $ 36,075 $122,194
Current ratio 1.3 to 1 2.6 to 1
The decrease in working capital and current ratio was primarily due to
the reclassification of borrowings under the Credit Agreement with Bank One,
Wisconsin ("Credit Agreement") from long-term debt to current liabilities, as
described below. There was also a decrease in inventories. The Company
continues to have the equivalent of two completed shovels in inventory due to
a decrease in new machine orders.
The Company is presenting below a calculation of loss before interest
expense, income taxes, depreciation, amortization and (gain) loss on sale of
fixed assets ("Adjusted EBITDA"). Since cash flow from operations is very
important to the Company's future, the Adjusted EBITDA calculation provides a
summary review of cash flow performance. In addition, the Company is required
to maintain certain minimum Adjusted EBITDA levels under the Credit Agreement
(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,
2000 1999 2000 1999
(Dollars in Thousands)
Loss before
income taxes $ (2,396) $ (2,138) $(24,990) $ (3,861)
Non-cash expenses:
Depreciation 2,838 2,825 8,566 8,285
Amortization 1,518 1,412 4,456 4,225
(Gain) loss on
sale of fixed
assets 4 (14) 15 14
Interest expense 5,554 4,903 16,507 14,387
Adjusted EBITDA $ 7,518 $ 6,988 $ 4,554 $ 23,050
(1) Adjusted EBITDA for the nine months ended September 30, 2000 includes
restructuring charges of $3,601,000 primarily related to severance
payments and related matters.
The Credit Agreement provides the Company with a $75,000,000 senior
secured revolving credit facility (the "Revolving Credit Facility") with a
$25,000,000 sublimit for standby letters of credit. The Credit Agreement, as
amended, expires on July 3, 2001. Borrowings under the Revolving Credit
Facility bear interest at variable rates and are subject to a borrowing base
formula based on receivables, inventory and machinery and equipment. Direct
borrowings under the Revolving Credit Facility at September 30, 2000 were
$65,450,000 at a weighted average interest rate of 10.0% and are classified as
a current liability. Previously, these borrowings were classified as long-
term. The issuance of standby letters of credit under the Credit Agreement
and certain other bank facilities reduces the amount available for direct
borrowings under the Revolving Credit Facility. At September 30, 2000, there
were $14,289,000 of standby letters of credit outstanding under all Company
bank facilities. The Revolving Credit Facility is secured by substantially
all of the assets of the Company, other than real property and 35% of the
stock of its foreign subsidiaries, and is guaranteed by the Guarantor
Subsidiaries who have also pledged substantially all of their assets as
security. The amount available for direct borrowings under the Revolving
Credit Facility at September 30, 2000 was $8,203,000, which is net of $725,000
that is to be used for the March 15, 2001 interest payment on the Senior
Notes.
The Company has outstanding $150,000,000 of its 9.75% Senior Notes due
2007 ("Senior Notes") issued pursuant to an indenture among the Company, the
Guarantors, and BNY Midwest Trust Company, as Trustee (the "Senior Notes
Indenture"). Interest thereon is payable each March 15 and September 15. An
affiliate of the Company, which is controlled by American Industrial Partners
Capital Fund II, L.P., acquired $75,635,000 of the Company's $150,000,000
issue of Senior Notes in 2000. The affiliate has agreed as part of the Credit
Agreement to defer the receipt of interest on these Senior Notes during the
life of the Credit Agreement. At September 30, 2000, $4,015,000 of interest
was accrued and payable to the affiliate.
Both the Credit Agreement and the Senior Notes Indenture contain certain
covenants which may affect the Company's liquidity and capital resources. The
Credit Agreement contains a number of financial covenants that, among other
items, require the Company (A) to maintain certain financial ratios,
including: (i) ratio of adjusted funded debt to EBITDA (as defined);
(ii) fixed charge coverage ratio; and (iii) interest coverage ratio; and (B)
to maintain a minimum net worth. On September 8, 2000, the Credit Agreement
was amended primarily to include revised covenant definitions which reflect
the effects of the purchase of Senior Notes by the affiliate. At
September 30, 2000, the Company was in compliance with all covenants.
In 1999, Bucyrus Canada Limited, a wholly-owned subsidiary of the
Company, entered into a C$15,000,000 credit facility with The Bank of Nova
Scotia. Proceeds from this facility were used to acquire certain assets of
Bennett & Emmott (1986) Ltd. ("Bennett & Emmott") on April 30, 1999. The
C$10,000,000 revolving term loan portion of this facility, which bears
interest at the bank's prime lending rate plus 1.50%, expires on July 1, 2001.
The C$5,000,000 non-revolving term loan portion is payable in monthly
installments over five years and bears interest at the bank's prime lending
rate plus 2%. This credit facility contains covenants which, among other
things, requires Bucyrus Canada Limited to maintain a minimum current ratio
and tangible net worth. At September 30, 2000, Bucyrus Canada Limited was in
compliance with these covenants.
Operating Losses
The Company is highly leveraged and recent developments (particularly low
sales volumes) have had an adverse effect on the Company's liquidity. While
the Company believes that current levels of cash and liquidity, together with
funds generated by operations and funds available from the Revolving Credit
Facility, will be sufficient to permit the Company to satisfy its debt service
requirements and fund operating activities for the foreseeable future, it
continues to closely monitor its operations and has initiated discussions to
extend its Credit Agreement beyond July 3, 2001 and has begun other
initiatives.
The Company is subject to significant business, economic and competitive
uncertainties that are beyond its control. Accordingly, there can be no
assurance that the Company's financial resources will be sufficient for the
Company to satisfy its debt service obligations and fund operating activities
under all circumstances. At this time, the Company continues to project that
future cash flows will be sufficient to recover the carrying value of its
long-lived assets.
Capital Resources
At September 30, 2000, the Company had approximately $1,644,000 of open
capital appropriations. The Company's capital expenditures for the nine
months ended September 30, 2000 were $2,232,000 compared with $4,870,000 for
the nine months ended September 30, 1999. In the near term, the Company
currently anticipates spending closer to the 2000 level.
Capitalization
The long-term debt to equity ratio at September 30, 2000 and December 31,
1999 was 3.0 to 1 and 2.3 to 1, respectively. The long-term debt to total
capitalization ratio at September 30, 2000 and December 31, 1999 was .6 to 1
and .7 to 1, respectively. If borrowings under the Revolving Credit Facility
were classified as long-term, the long-term debt to equity ratio and long-term
debt to total capitalization ratio at September 30, 2000 would have been
4.2 to 1 and .8 to 1, respectively. Total capitalization is defined as total
common shareholders' investment plus long-term debt plus current maturities of
long-term debt and short-term obligations.
Results Of Operations
Net Sales
Net sales for the quarter and nine months ended September 30, 2000 were
$69,260,000 and $202,733,000, respectively, compared with $75,977,000 and
$241,136,000 for the quarter and nine months ended September 30, 1999,
respectively. Net sales of repair parts and services for the quarter and nine
months ended September 30, 2000 were $54,988,000 and $159,510,000,
respectively, which is an increase of 8.8% and 1.9% from the quarter and nine
months ended September 30, 1999, respectively. Net machine sales for the
quarter and nine months ended September 30, 2000 were $14,272,000 and
$43,223,000, respectively, which is a decrease of 43.9% and 48.9% from the
quarter and nine months ended September 30, 1999, respectively. Machine sales
continue to be affected by low mineral prices.
Cost of Products Sold
Cost of products sold for the quarter ended September 30, 2000 was
$54,380,000 or 78.5% of net sales compared with $61,900,000 or 81.5% of net
sales for the quarter ended September 30, 1999. For the nine months ended
September 30, 2000, cost of products sold was $173,931,000 or 85.8% of net
sales compared with $195,822,000 or 81.2% of net sales for the nine months
ended September 30, 1999. Cost of products sold for the quarter ended
September 30, 2000 was reduced by a $1,800,000 favorable adjustment related to
commercial issues and a $1,100,000 favorable business interruption insurance
settlement. The increase in the year-to-date cost of products sold percentage
for 2000 was primarily due to unfavorable manufacturing variances resulting
from lower manufacturing activity associated with lower machine bookings in
1999 and 2000, the mix of the aftermarket items shipped and lower machine
margins. Included in cost of products sold for the nine months ended
September 30, 2000 was approximately $1,300,000 of costs associated with the
closing of its manufacturing facility in Boonville, Indiana which was
effective June 30, 2000. Also included in cost of products sold for the nine
months ended September 30, 2000 and 1999 was $3,780,000 and $3,596,000,
respectively, of additional depreciation expense as a result of the fair value
adjustment to plant and equipment in connection with the acquisition of the
Company in 1997 by Bucyrus Holdings, LLC. and the acquisition of certain
assets of Bennett & Emmott.
Engineering and Field Service, Selling, Administrative and Miscellaneous
Expenses
Engineering and field service, selling, administrative and miscellaneous
expenses for the quarter ended September 30, 2000 were $11,802,000 or 17.0% of
net sales compared with $12,035,000 or 15.8% of net sales for the quarter
ended September 30, 1999. The amounts for the nine months ended September 30,
2000 and 1999 were $38,229,000 or 18.9% of net sales and $36,283,000 or 15.0%
of net sales, respectively. Due to a reduction in new orders, the Company
reduced a portion of its manufacturing production workforce through layoffs
and also reduced the number of its salaried employees. As a result,
restructuring charges of $3,601,000 were included in the amount for the nine
months ended September 30, 2000. These charges primarily related to severance
payments and related matters. Included in the amount for the nine months
ended September 30, 1999 was $508,000 of severance expense.
Interest Expense
Interest expense for the quarter and nine months ended September 30, 2000
was $5,554,000 and $16,507,000, respectively, compared with $4,903,000 and
$14,387,000 for the quarter and nine months ended September 30, 1999,
respectively. Included in interest expense for the quarters and nine months
ended September 30, 2000 and 1999 was $3,656,000 and $10,969,000,
respectively, related to the Senior Notes. Also included in interest expense
for the quarter and nine months ended September 30, 2000 was $196,000 and
$579,000, respectively, related to debt incurred for the acquisition and
operation of Bennett & Emmott. This compares with $141,000 and $222,000,
respectively, for the quarter and nine months ended September 30, 1999. The
remainder of the increase in interest expense was due to increased borrowings
under the Revolving Credit Facility.
Income Taxes
Income tax expense consists primarily of foreign taxes at applicable
statutory rates. For United States tax purposes, there were losses for which
no income tax benefit was recorded.
Net Earnings (Loss)
Net loss for the quarter and nine months ended September 30, 2000 was
$3,585,000 and $26,930,000, respectively, compared with a net loss of
$2,798,000 and $5,650,000 for the quarter and nine months ended September 30,
1999, respectively. Non-cash depreciation and amortization charges for the
quarter and nine months ended September 30, 2000 were $4,356,000 and
$13,022,000, respectively, compared with $4,237,000 and $12,510,000,
respectively, for the quarter and nine months ended September 30, 1999. The
Company's results of operations for the quarter and nine months ended
September 30, 2000 have been negatively impacted by a decline in the value of
certain major foreign currencies against the U.S. dollar.
Backlog and New Orders
The Company's consolidated backlog on September 30, 2000 was $171,183,000
compared with $187,278,000 at December 31, 1999 and $219,802,000 at
September 30, 1999. Machine backlog at September 30, 2000 was $16,201,000,
which is a decrease of 60.5% from December 31, 1999 and a decrease of 76.8%
from September 30, 1999. Repair parts and service backlog at September 30,
2000 was $154,982,000, which is an increase of 5.9% from December 31, 1999 and
an increase of 3.4% from September 30, 1999.
New orders for the quarter and nine months ended September 30, 2000 were
$63,288,000 and $186,638,000, respectively, compared with $88,380,000 and
$198,481,000 for the quarter and nine months ended September 30, 1999,
respectively. New machine orders for the quarter and nine months ended
September 30, 2000 were $3,487,000 and $18,427,000, respectively, which is a
decrease of 73.2% and 54.8% from the quarter and nine months ended
September 30, 1999, respectively. New machine orders continue to be affected
by the low worldwide price of copper and coal and the lower demand for other
minerals. New repair parts and service orders for the quarter and nine months
ended September 30, 2000 were $59,801,000 and $168,211,000, respectively,
which is a decrease of 20.6% and an increase of 6.7% from the quarter and nine
months ended September 30, 1999, respectively. New repair parts and service
orders for the quarter ended September 30, 1999 included a ten year shovel
parts supply agreement with a customer in Western Canada.
Quantitative and Qualitative Disclosures About Market Risk
The Company's market risk is impacted by changes in interest rates and
foreign currency exchange rates.
Interest Rates
The Company's interest rate exposure relates primarily to debt
obligations in the United States. The Company manages its borrowings under
the Revolving Credit Facility through the selection of LIBOR based borrowings
or prime-rate based borrowings. If market conditions warrant, interest rate
swaps may be used to adjust interest rate exposures, although none have been
used to date. The Company believes that a 10% change in the Company's
weighted average interest rate at September 30, 2000 would not have a material
effect on the Company's financial position, results of operations or cash
flows.
Foreign Currency
Changes in foreign exchange rates can impact the Company's financial
position, results of operations and cash flow. The Company manages foreign
currency exchange rate exposure by utilizing some natural hedges to mitigate
some of its transaction and commitment exposures, and utilizes forward
contracts in certain situations. Based on the Company's derivative and other
foreign currency sensitive instruments outstanding at September 30, 2000, the
Company believes that a 10% change in foreign currency exchange rates will not
have a material effect on the Company's financial position, results of
operations or cash flows.
Forward-Looking Statements
This Report includes "forward-looking statements" within the meaning of
Section 21E of the Securities Exchange Act of 1934, as amended. Discussions
containing such forward-looking statements may be found in this section and
elsewhere within this Report. Forward-looking statements include statements
regarding the intent, belief or current expectations of the Company, primarily
with respect to the future operating performance of the Company or related
industry developments. When used in this Report, terms such as "anticipate,"
"believe," "estimate," "expect," "indicate," "may be," "objective," "plan,"
"predict," and "will be" are intended to identify such statements. Readers
are cautioned that any such forward-looking statements are not guarantees of
future performance and involve risks and uncertainties, and that actual
results may differ from those described in the forward-looking statements as a
result of various factors, many of which are beyond the control of the
Company. Forward-looking statements are based upon management's expectations
at the time they are made. Although the Company believes that the
expectations reflected in such forward-looking statements are reasonable, it
can give no assurance that such expectations will prove to have been correct.
Important factors that could cause actual results to differ materially from
such expectations ("Cautionary Statements") are described generally below and
disclosed elsewhere in this Report. All subsequent written or oral forward-
looking statements attributable to the Company or persons acting on behalf of
the Company are expressly qualified in their entirety by the Cautionary
Statements.
Factors that could cause actual results to differ materially from those
contemplated include:
Factors affecting customers' purchases of new equipment, rebuilds,
parts and services such as: production capacity, stockpiles, and
production and consumption rates of coal, copper, iron, gold and other
ores and minerals; the cash flows of customers; the cost and availability
of financing to customers and the ability of customers to obtain
regulatory approval for investments in mining projects; consolidations
among customers; work stoppages at customers or providers of
transportation; and the timing, severity and duration of customer buying
cycles.
Factors affecting the Company's general business, such as: unforseen
patent, tax, product, environmental, employee health or benefit, or
contractual liabilities; nonrecurring restructuring and other special
charges; changes in accounting or tax rules or regulations; reassessments
of asset valuations for such assets as receivables, inventories, fixed
assets and intangible assets; leverage and debt service; our success in
recruiting and retaining managers and key employees; and our wage
stability and cooperative labor relations; plant capacity and
utilization.
PART II
OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K.
(a) Exhibits: See Exhibit Index on last page of this report,
which is incorporated herein by reference.
(b) Reports on Form 8-K:
No reports on Form 8-K were filed during the third quarter of
2000.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
BUCYRUS INTERNATIONAL, INC.
(Registrant)
Date November 3, 2000 /s/Craig R. Mackus
Craig R. Mackus
Secretary and Controller
Principal Accounting Officer
Date November 3, 2000 /s/Theodore C. Rogers
Theodore C. Rogers
President and CEO
BUCYRUS INTERNATIONAL, INC.
EXHIBIT INDEX
TO
QUARTERLY REPORT ON FORM 10-Q
FOR THE QUARTER ENDED SEPTEMBER 30, 2000
Incorporated
Exhibit Herein By Filed
Number Description Reference Herewith
2.1 Agreement and Plan of Exhibit 1 to
Merger dated August 21, Registrant's
1997, between Registrant, Tender Offer
American Industrial Solicitation/
Partners Acquisition Recommendation
Company, LLC and Bucyrus Statement on
Acquisition Corp. Schedule 14D-9
filed with the
Commission on
August 26, 1997.
2.2 Certificate of Merger Exhibit 2.2 to
dated September 26, 1997, Registrant's
issued by the Secretary Current Report
of State of the State of on Form 8-K
Delaware. filed with the
Commission on
October 10, 1997.
2.3 Second Amended Joint Plan Exhibit 2.1 to
of Reorganization of B-E Registrant's
Holdings, Inc. and Bucyrus- Current Report
Erie Company under Chapter on Form 8-K,
11 of the Bankruptcy Code, filed with the
as modified December 1, Commission and
1994, including Exhibits. dated December 1,
1994.
2.4 Order dated December 1, Exhibit 2.2 to
1994 of the U.S. Bankruptcy Registrant's
Court, Eastern District of Current Report
Wisconsin, confirming the on Form 8-K
Second Amended Joint Plan filed with the
of Reorganization of B-E Commission and
Holdings, Inc. and Bucyrus- dated December 1,
Erie Company under Chapter 1994.
11 of the Bankruptcy Code,
as modified December 1, 1994,
including Exhibits.
3.1 Restated Certificate Exhibit 3.6 to
of Incorporation of Registrant's
Registrant. Annual Report on
Form 10-K for
the year ended
December 31, 1998.
3.2 By-laws of Registrant. Exhibit 3.5 to
Registrant's
Annual Report on
Form 10-K for
the year ended
December 31, 1998.
3.3 Certificate of Amendment Exhibit 3.3
to Certificate of to Registrant's
Formation of Bucyrus Quarterly Report
Holdings, LLC, effective on Form 10-Q
March 25, 1999. filed with the
Commission on
May 15, 2000.
4.1 Indenture of Trust dated Exhibit 4.1 to
as of September 24, 1997 Registration
among Registrant, Boonville Statement on
Mining Services, Inc., Form S-4 of
Minserco, Inc. and Von's Registrant,
Welding, Inc. and Harris Boonville Mining
Trust and Savings Bank, Services, Inc.,
Trustee. Minserco, Inc. and
Von's Welding, Inc.
(SEC Registration
No. 333-39359)
(a) Letter dated X
February 15, 2000
evidencing change of
indenture Trustee.
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 X
September 8, 2000 to
Credit Agreement.
10.2 Employment Agreement Exhibit 10.16
between Registrant and to Registrant's
M. W. Salsieder dated Annual Report on
June 23, 1999. Form 10-K for
the year ended
December 31, 1999.
10.3 Secured Promissory Note Exhibit 10.17
between Registrant and to Registrant's
M. W. Salsieder dated Annual Report on
June 23, 1999. Form 10-K for
the year ended
December 31, 1999.
10.4 Pledge Agreement Exhibit 10.18
between Registrant and to Registrant's
M. W. Salsieder dated Annual Report on
June 23, 1999. Form 10-K for
the year ended
December 31, 1999.
10.5 Consulting Agreement Exhibit 10.19
between Registrant and to Registrant's
Wayne T. Ewing dated Annual Report on
February 1, 2000. Form 10-K for
the year ended
December 31, 1999.
10.6 Letter Agreement Exhibit 10.7
between Registrant and to Registrant's
Timothy W. Sullivan Quarterly Report
dated August 8, 2000. on Form 10-Q
filed with the
Commission on
August 14, 2000.
27.1 Financial Data Schedule X
(Edgar filing only.)
