UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
F O R M 10 - Q
(Mark One)
|X| Quarterly Report Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
For the quarterly period ended March 31, 2000
|_| 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 1-10702
Terex Corporation
(Exact name of registrant as specified in its charter)
Delaware 34-1531521
(State of Incorporation) (IRS Employer Identification No.)
500 Post Road East, Suite 320, Westport, Connecticut 06880
(Address of principal executive offices)
(203) 222-7170
(Registrant's telephone number)
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, and (2) has been subject to such filing requirements
for the past 90 days.
YES X NO
------- -------
Number of outstanding shares of common stock: 27.6 million as of May 1, 2000.
The Exhibit Index appears on page 26.
<PAGE>
INDEX
TEREX CORPORATION AND SUBSIDIARIES
GENERAL
This Quarterly Report on Form 10-Q filed by Terex Corporation (the "Company")
includes financial information with respect to the following subsidiaries of the
Company (all of which are wholly-owned except PPM Cranes, Inc.) which are
guarantors (the "Guarantors") of the Company's $250 million principal amount of
8-7/8% Senior Subordinated Notes due 2008 (the "Senior Subordinated Notes"). See
Note H to the Company's March 31, 2000 Condensed Consolidated Financial
Statements.
State or other jurisdiction of I.R.S. employer
Guarantor incorporation or organization identification
number
Terex Cranes, Inc. Delaware 06-1513089
PPM Cranes, Inc. Delaware 39-1611683
Koehring Cranes, Inc. Delaware 06-1423888
Terex-Telelect, Inc. Delaware 41-1603748
Terex-RO Corporation Kansas 44-0565380
Terex Aerials, Inc. Wisconsin 39-1028686
Terex Mining Equipment, Inc. Delaware 06-1503634
Payhauler Corp. Illinois 36-3195008
The American Crane Corporation North Carolina 56-1570091
O & K Orenstein & Koppel, Inc. Delaware 58-2084520
Amida Industries Inc. South Carolina 57-0531390
Cedarapids, Inc. Iowa 42-0332910
Page No.
PART I FINANCIAL INFORMATION
Item 1 Condensed Consolidated Financial Statements
TEREX CORPORATION
Condensed Consolidated Statement of Operations --
Three months ended March 31, 2000 and 1999............................3
Condensed Consolidated Balance Sheet - March 31, 2000
and December 31, 1999.................................................4
Condensed Consolidated Statement of Cash Flows --
Three months ended March 31, 2000 and 1999............................5
Notes to Condensed Consolidated Financial Statements -
March 31, 2000........................................................6
PPM CRANES, INC.
Condensed Consolidated Statement of Operations --
Three months ended March 31, 2000 and 1999...........................14
Condensed Consolidated Balance Sheet - March 31, 2000 and
December 31, 1999....................................................15
Condensed Consolidated Statement of Cash Flows --
Three months ended March 31, 2000 and 1999...........................16
Notes to Condensed Consolidated Financial Statements - March 31, 2000....17
Item 2 Management's Discussion and Analysis of Financial Condition and
Results of Operations................................................19
Item 3 Quantitative and Qualitative Disclosures About Market Risk............22
PART II OTHER INFORMATION
Item 1 Legal Proceedings.....................................................23
Item 2 Changes in Securities and Use of Proceeds.............................23
Item 3 Defaults Upon Senior Securities.......................................23
Item 4 Submission of Matters to a Vote of Security Holders...................23
Item 5 Other Information.....................................................23
Item 6 Exhibits and Reports on Form 8-K......................................24
SIGNATURES....................................................................25
EXHIBIT INDEX.................................................................26
2
<PAGE>
PART 1. FINANCIAL INFORMATION
ITEM 1. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
TEREX CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
(in millions, except per share data)
For the Three Months
Ended March 31,
--------------------------
2000 1999
------------ -------------
Net sales......................................... $ 553.5 $ 423.3
Cost of goods sold................................ 456.8 352.4
------------- ------------
Gross profit................................. 96.7 70.9
Selling, general and administrative expenses...... 41.7 30.4
------------- ------------
Income from operations....................... 55.0 40.5
Other income (expense):
Interest income.............................. 1.1 0.5
Interest expense............................. (26.0) (13.3)
Other income (expense) - net................. (0.6) (0.9)
------------- ------------
Income before income taxes........................ 29.5 26.8
Provision for income taxes........................ (9.4) (0.8)
------------- ------------
Net income........................................ $ 20.1 $ 26.0
============= ============
Net income per common share:
Basic......................................... $ 0.73 $ 1.25
Diluted....................................... $ 0.71 $ 1.16
Weighted average number of shares outstanding
in per share calculation
Basic..................................... 27.5 20.8
Diluted................................... 28.4 22.5
The accompanying notes are an integral part of these financial statements.
3
<PAGE>
TEREX CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEET
(in millions)
<TABLE>
<CAPTION>
March 31, December 31,
2000 1999
----------------- -----------------
Assets
Current assets
<S> <C> <C>
Cash and cash equivalents.......................................... $ 186.2 $ 133.3
Trade receivables (net of allowance of $5.6 at
March 31, 2000 and $5.8 at December 31, 1999).................... 417.7 429.2
Net inventories.................................................... 635.6 665.6
Deferred taxes..................................................... 47.2 47.2
Other current assets............................................... 51.1 40.0
------------------ ----------------
Total current assets........................................... 1,337.8 1,315.3
Long-term assets
Property, plant and equipment - net................................ 155.3 172.8
Goodwill........................................................... 547.0 554.7
Deferred taxes..................................................... 48.0 55.3
Other assets....................................................... 78.3 79.4
------------------ ----------------
Total assets............................................................ $ 2,166.4 $ 2,177.5
================== ================
Liabilities and Stockholders' Equity
Current liabilities
Notes payable and current portion of long-term debt................ $ 62.3 $ 57.6
Trade accounts payable............................................. 317.6 297.0
Accrued compensation and benefits.................................. 32.9 27.3
Accrued warranties and product liability........................... 53.3 55.9
Other current liabilities.......................................... 127.9 141.7
------------------ ----------------
Total current liabilities...................................... 594.0 579.5
Non-current liabilities
Long-term debt, less current portion............................... 1,069.8 1,098.8
Other.............................................................. 66.1 66.4
Commitments and contingencies
Stockholders' equity
Warrants to purchase common stock.................................. 0.8 0.8
Equity rights...................................................... 0.8 0.8
Common stock, $.01 par value - authorized 150.0 shares; issued
27.6 at March 31, 2000 and 27.5 at December 31, 1999............. 0.3 0.3
Additional paid-in capital......................................... 356.0 355.0
Retained earnings.................................................. 112.1 92.0
Accumulated other comprehensive income............................. (31.6) (16.1)
Less cost of shares of common stock in treasury
(0.1 shares at March 31, 2000)................................... (1.9) ---
------------------ ----------------
Total stockholders' equity..................................... 436.5 432.8
------------------ ----------------
Total liabilities and stockholders' equity.............................. $ 2,166.4 $ 2,177.5
================== ================
</TABLE>
The accompanying notes are an integral part of these financial statements.
4
<PAGE>
TEREX CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
(in millions)
<TABLE>
<CAPTION>
For the Three Months
Ended March 31,
---------------------------
2000 1999
---------------------------
Operating Activities
<S> <C> <C>
Net income..................................................................... $ 20.1 $ 26.0
Adjustments to reconcile net income to cash provided
by (used in) operating activities:
Depreciation.............................................................. 5.8 3.2
Amortization.............................................................. 5.4 2.7
Deferred taxes............................................................ 7.3 ---
Gain on sale of fixed assets.............................................. (0.2) ---
Changes in operating assets and liabilities
(net of effects of acquisitions):
Trade receivables..................................................... 9.3 (108.3)
Net inventories....................................................... 24.0 (17.3)
Trade accounts payable................................................ 21.3 32.8
Other, net............................................................ (22.5) 9.2
-------------- -------------
Net cash provided by (used in) operating activities.................. 70.5 (51.7)
-------------- -------------
Investing Activities
Proceeds from sale of assets................................................... 7.7 0.1
Capital expenditures........................................................... (5.4) (4.4)
Acquisition of businesses, net of cash acquired................................ (0.3) ---
-------------- -------------
Net cash provided by (used in) investing activities.................. 2.0 (4.3)
-------------- -------------
Financing Activities
Net incremental repayments under revolving line of credit agreements........... (15.3) (11.2)
Principal repayments of long-term debt......................................... (2.5) (31.4)
Purchase of common stock held in treasury...................................... (1.1) ---
Proceeds from issuance of long-term debt, net of issuance costs................ --- 94.9
Other.......................................................................... --- 0.1
-------------- -------------
Net cash provided by (used in) financing activities.................. (18.9) 52.4
-------------- -------------
Effect of Exchange Rate Changes on
Cash and Cash Equivalents...................................................... (0.7) 0.5
-------------- -------------
Net Increase (Decrease) in Cash and
Cash Equivalents............................................................... 52.9 (3.1)
Cash and Cash Equivalents at Beginning of Period.................................. 133.3 25.1
-------------- -------------
Cash and Cash Equivalents at End of Period........................................ $ 186.2 $ 22.0
============== =============
</TABLE>
The accompanying notes are an integral part of these financial statements.
5
<PAGE>
TEREX CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
March 31, 2000
(in millions, unless otherwise noted)
NOTE A -- BASIS OF PRESENTATION
Basis of Presentation. The accompanying unaudited condensed consolidated
financial statements of Terex Corporation and subsidiaries as of March 31, 2000
and for the three months ended March 31, 2000 and 1999 have been prepared in
accordance with generally accepted accounting principles for interim financial
information and the instructions to Form 10-Q and Article 10 of Regulation S-X.
Accordingly, they do not include all of the information and footnotes required
by generally accepted accounting principles to be included in full year
financial statements. The accompanying condensed consolidated balance sheet as
of December 31, 1999 has been derived from the audited consolidated balance
sheet as of that date.
The condensed consolidated financial statements include the accounts of Terex
Corporation and its majority owned subsidiaries ("Terex" or the "Company"). All
material intercompany balances, transactions and profits have been eliminated.
In the opinion of management, all adjustments considered necessary for a fair
presentation have been made. Such adjustments consist only of those of a normal
recurring nature. Operating results for the three months ended March 31, 2000
are not necessarily indicative of the results that may be expected for the year
ending December 31, 2000. For further information, refer to the consolidated
financial statements and footnotes thereto included in the Company's Annual
Report on Form 10-K for the year ended December 31, 1999.
Cash and cash equivalents at March 31, 2000 and 1999 include $9.0 and $3.5,
respectively, which was not immediately available for use.
NOTE B -- INVENTORIES
Net inventories consist of the following:
March 31, December 31,
2000 1999
---------------- ----------------
Finished equipment................... $ 210.3 $ 235.3
Replacement parts.................... 170.9 176.8
Work-in-process...................... 83.9 81.9
Raw materials and supplies........... 170.5 171.6
----------------- ----------------
Net inventories...................... $ 635.6 $ 665.6
================= ===============
NOTE C -- PROPERTY, PLANT AND EQUIPMENT
Net property, plant and equipment consists of the following:
March 31, December 31,
2000 1999
----------------- -----------------
Property.................................. $ 19.7 $ 23.3
Plant..................................... 87.6 97.2
Equipment................................. 107.3 112.5
---------------- -----------------
214.6 233.0
Less: Accumulated depreciation........... (59.3) (60.2)
---------------- -----------------
Net property, plant and equipment......... $ 155.3 $ 172.8
================ =================
6
<PAGE>
NOTE D - EARNINGS PER SHARE
<TABLE>
<CAPTION>
Three Months Ended March 31,
(in millions, except per share data)
---------------------------------------------------------------------------
2000 1999
---------------------------------------------------------------------------
Per-Share Per-Share
Income Shares Amount Income Shares Amount
------------ ----------- ----------- ------------ ----------- -------------
Basic earnings per share
<S> <C> <C> <C> <C> <C> <C>
Income before extraordinary items...... $ 20.1 27.5 $ 0.73 $ 26.0 20.8 $ 1.25
Effect of dilutive securities
Warrants.............................. --- 0.1 --- 0.1
Stock Options.......................... --- 0.6 --- 0.9
Equity Rights.......................... --- 0.2 --- 0.7
------------ ----------- ------------ ----------
Income available to common
stockholders - diluted.................. $ 20.1 28.4 $ 0.71 $ 26.0 22.5 $ 1.16
============ =========== =========== ============ =========== ============
</TABLE>
NOTE E - STOCKHOLDER'S EQUITY
Total non-shareowner changes in equity (comprehensive income) include all
changes in equity during a period except those resulting from investments by,
and distributions to, shareowners. The specific components include: net income,
deferred gains and losses resulting from foreign currency translation, and
minimum pension liability adjustments. For the three months ended March 31, 2000
and March 31, 1999, total non-shareowner changes in equity were $4.6 and $13.0,
respectively.
In March 2000, the Company's Board of Directors authorized the purchase of up to
2.0 shares of the Company's outstanding common stock over the following twelve
months. As of March 31, 2000, the Company had acquired 0.1 shares at a total
cost of $1.9.
NOTE F -- LITIGATION AND CONTINGENCIES
The Company is subject to a number of contingencies and uncertainties including
product liability claims, self-insurance obligations, tax examinations and
guarantees. Many of the exposures are unasserted or proceedings are at a
preliminary stage, and it is not presently possible to estimate the amount or
timing of any cost to the Company. However, management does not believe that
these contingencies and uncertainties will, in the aggregate, have a material
adverse effect on the Company. When it is probable that a loss has been incurred
and possible to make reasonable estimates of the Company's liability with
respect to such matters, a provision is recorded for the amount of such estimate
or for the minimum amount of a range of estimates when it is not possible to
estimate the amount within the range that is most likely to occur.
The Company generates hazardous and nonhazardous wastes in the normal course of
its operations. As a result, the Company is subject to a wide range of federal,
state, local and foreign environmental laws and regulations, including the
Comprehensive Environmental Response, Compensation and Liability Act ("CERCLA"),
that (i) govern activities or operations that may have adverse environmental
effects, such as discharges to air and water, as well as handling and disposal
practices for hazardous and nonhazardous wastes, and (ii) impose liability for
the costs of cleaning up, and certain damages resulting from, sites of past
spills, disposals or other releases of hazardous substances. Compliance with
such laws and regulations has, and will, require expenditures by the Company on
a continuing basis.
7
<PAGE>
NOTE G - BUSINESS SEGMENT INFORMATION
The Company organizes itself in two industry segments: Terex Lifting and Terex
Earthmoving. Included in Other are the results of Amida Industries, Inc., Terex
Bartell, Ltd. and Terex Bartell Inc. for the three months ended March 31, 2000,
as well as general and corporate items for the three months ended March 31, 2000
and 1999. Industry segment information is presented below:
Three months ended
March 31,
-----------------------------
2000 1999
--------------- -------------
Sales
Terex Lifting............................. $ 223.7 $ 241.4
Terex Earthmoving......................... 316.2 180.7
Other..................................... 13.6 1.2
-------------- -------------
Total................................... $ 553.5 $ 423.3
============== =============
Income (Loss) from Operations
Terex Lifting............................. $ 22.5 $ 24.5
Terex Earthmoving......................... 31.4 17.5
Other..................................... 1.1 (1.5)
-------------- -------------
Total................................... $ 55.0 $ 40.5
============== =============
NOTE H -- CONSOLIDATING FINANCIAL STATEMENTS
On March 31, 1998 and March 9, 1999, the Company issued and sold $150.0
aggregate principal amount and $100.0 aggregate principal amount, respectively,
of 8-7/8% Senior Subordinated Notes due 2008 (the "Senior Subordinated Notes").
The Senior Subordinated Notes are each jointly and severally guaranteed by the
following wholly-owned subsidiaries of the Company (the "Wholly-owned
Guarantors"): Terex Cranes, Inc., Koehring Cranes, Inc., Terex-Telelect, Inc.,
Terex-RO Corporation, Terex Aerials, Inc., Terex Mining Equipment, Inc.,
Payhauler Corp., O & K Orenstein & Koppel, Inc., The American Crane Corporation,
Amida Industries, Inc. and Cedarapids, Inc. The financial results of Amida
Industries, Inc. and Cedarapids, Inc. are included in the results of the
Wholly-owned Guarantors since April 1, 1999 and August 26, 1999, their
respective dates of acquisition. The Senior Subordinated Notes are each also
jointly and severally guaranteed by PPM Cranes, Inc., which is 92.4% owned by
Terex.
The following summarized condensed consolidating financial information for the
Company segregates the financial information of Terex Corporation, the
Wholly-owned Guarantors, PPM Cranes, Inc. and the Non-guarantor Subsidiaries.
Terex Corporation consists of parent company operations. Subsidiaries of the
parent company are reported on the equity basis.
Wholly-owned Guarantors combine the operations of the Wholly-owned Guarantor
subsidiaries. Subsidiaries of Wholly-owned Guarantors that are not themselves
guarantors are reported on the equity basis.
PPM Cranes, Inc. consists of the operations of PPM Cranes, Inc. Its subsidiaries
are reported on the equity basis.
Non-guarantor Subsidiaries combine the operations of subsidiaries which have not
provided a guarantee of the obligations of Terex Corporation under the Senior
Subordinated Notes.
Debt and Goodwill allocated to subsidiaries is presented on an accounting
"push-down" basis.
8
<PAGE>
TEREX CORPORATION
CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS
THREE MONTHS ENDED MARCH 31, 2000
(in millions)
<TABLE>
<CAPTION>
Wholly- Non-
Terex owned PPM guarantor Intercompany
Corporation Guarantors Cranes, Inc. Subsidiaries Eliminations Consolidated
-------------- ------------- ------------- ------------- ------------- --------------
<S> <C> <C> <C> <C> <C> <C>
Net sales............................... $ 93.7 $ 171.2 $ 11.9 $ 312.2 $ (35.5) $ 553.5
Cost of goods sold................... 81.3 144.3 10.6 256.9 (36.3) 456.8
------------- ------------- ------------- ------------- ------------- -------------
Gross profit............................ 12.4 26.9 1.3 55.3 0.8 96.7
Selling, general & administrative
expenses........................... 5.3 9.4 1.4 25.6 --- 41.7
------------- ------------- ------------- ------------- ------------- -------------
Income (loss) from operations........... 7.1 17.5 (0.1) 29.7 0.8 55.0
Interest income....................... 0.6 0.1 --- 0.4 --- 1.1
Interest expense...................... (6.1) (4.9) (1.3) (13.7) --- (26.0)
Income (loss) from equity investees... 25.5 (0.1) --- (2.7) (22.7) ---
Other income (expense) - net.......... 1.0 (0.5) --- (1.1) --- (0.6)
------------- ------------- ------------- ------------- ------------- -------------
Income (loss) before income taxes....... 28.1 12.1 (1.4) 12.6 (21.9) 29.5
Provision for income taxes............ (8.0) (0.1) --- (1.3) --- (9.4)
------------- ------------- ------------- ------------- ------------- -------------
Net income (loss)....................... $ 20.1 $ 12.0 $ (1.4) $ 11.3 $ (21.9) $ 20.1
============= ============= ============= ============= ============= =============
</TABLE>
TEREX CORPORATION
CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS
THREE MONTHS ENDED MARCH 31, 1999
(in millions)
<TABLE>
<CAPTION>
Wholly- Non-
Terex owned PPM guarantor Intercompany
Corporation Guarantors Cranes, Inc. Subsidiaries Eliminations Consolidated
-------------- ------------- ------------- ------------ -------------- -------------
<S> <C> <C> <C> <C> <C> <C>
Net sales............................... $ 112.3 $ 133.0 $ 19.0 $ 177.4 $ (18.4) $ 423.3
Cost of goods sold................... 98.7 111.1 17.1 142.7 (17.2) 352.4
------------- ------------- ------------- ------------- ------------- -------------
Gross profit............................ 13.6 21.9 1.9 34.7 (1.2) 70.9
Selling, general & administrative
expenses............................ 6.6 6.0 0.9 16.9 --- 30.4
------------- ------------- ------------- ------------- ------------- -------------
Income (loss) from operations........... 7.0 15.9 1.0 17.8 (1.2) 40.5
Interest income....................... 0.2 --- --- 0.3 --- 0.5
Interest expense...................... (2.9) (1.9) (1.2) (7.3) --- (13.3)
Income (loss) from equity investees... 22.3 1.0 0.1 --- (23.4) ---
Other income (expense) - net.......... (0.2) (0.3) (0.1) (0.3) --- (0.9)
------------- ------------- ------------- ------------- ------------- -------------
Income (loss) before income taxes....... 26.4 14.7 (0.2) 10.5 (24.6) 26.8
Provision for income taxes............ (0.4) 0.1 --- (0.5) --- (0.8)
------------- ------------- ------------- ------------- ------------- -------------
Net income (loss)....................... $ 26.0 $ 14.8 $ (0.2) $ 10.0 $ (24.6) $ 26.0
============= ============= ============= ============= ============= =============
</TABLE>
9
<PAGE>
TEREX CORPORATION
CONDENSED CONSOLIDATING BALANCE SHEET
MARCH 31, 2000
(in millions)
<TABLE>
<CAPTION>
Wholly- Non-
Terex owned PPM guarantor Intercompany
Corporation Guarantors Cranes, Inc. Subsidiaries Eliminations Consolidated
-------------- ------------- ------------- ------------- ------------- --------------
Assets
Current assets
<S> <C> <C> <C> <C> <C> <C>
Cash and cash equivalents.......... $ 145.7 $ 2.3 $ 0.2 $ 38.0 $ --- $ 186.2
Trade receivables - net............ 46.5 89.9 16.2 265.1 --- 417.7
Intercompany receivables........... 22.1 24.2 16.2 53.2 (115.7) ---
Net inventories.................... 95.6 185.0 22.9 337.9 (5.8) 635.6
Other current assets............... 54.6 8.1 --- 35.6 --- 98.3
------------- ------------- ------------- ------------- ------------- -------------
Total current assets............. 364.5 309.5 55.5 729.8 (121.5) 1,337.8
Long-term assets
Property, plant & equipment - net.. 12.0 43.7 0.2 99.4 --- 155.3
Investment in and advances
to (from) subsidiaries........... 291.8 (121.7) (15.6) (126.2) (28.3) ---
Goodwill........................... 14.6 151.5 12.9 368.0 --- 547.0
Other assets....................... 67.1 30.0 0.9 28.3 --- 126.3
------------- ------------- ------------- ------------- ------------- -------------
Total assets............................ $ 750.0 $ 413.0 $ 53.9 $ 1,099.3 $ (149.8) $ 2,166.4
============= ============= ============= ============= ============= =============
Liabilities and stockholders' equity
(deficit)
Current liabilities
Notes payable and current portion
of long-term debt................ $ 19.4 $ 1.5 $ 0.8 $ 40.6 $ --- $ 62.3
Trade accounts payable............. 42.1 62.5 8.4 204.6 --- 317.6
Intercompany payables.............. 20.5 27.6 7.6 60.0 (115.7) ---
Accruals and other current 72.3 33.8 8.4 99.6 --- 214.1
liabilities......................
------------- ------------- ------------- ------------- ------------- -------------
Total current liabilities........ 154.3 125.4 25.2 404.8 (115.7) 594.0
Non-current liabilities
Long-term debt, less current portion 143.3 219.8 63.1 643.6 --- 1,069.8
Other long-term liabilities........ 15.9 14.2 1.2 34.8 --- 66.1
Stockholders' equity (deficit)....... 436.5 53.6 (35.6) 16.1 (34.1) 436.5
------------- ------------- ------------- ------------- ------------- -------------
Total liabilities and stockholders'
equity (deficit)..................... $ 750.0 $ 413.0 $ 53.9 $ 1,099.3 $ (149.8) $ 2,166.4
============= ============= ============= ============= ============= =============
</TABLE>
10
<PAGE>
TEREX CORPORATION
CONDENSED CONSOLIDATING BALANCE SHEET
DECEMBER 31, 1999
(in millions)
<TABLE>
<CAPTION>
Wholly- Non-
Terex owned PPM Guarantor Intercompany
Corporation Guarantors Cranes, Inc. Subsidiaries Eliminations Consolidated
------------- ------------- ------------- ------------- ------------- -------------
Assets
Current assets
<S> <C> <C> <C> <C> <C> <C>
Cash and cash equivalents.......... $ 64.3 $ 1.7 $ 0.1 $ 67.2 $ --- $ 133.3
Trade receivables - net............ 90.2 103.5 21.3 214.2 --- 429.2
Intercompany receivables........... 8.8 26.1 13.7 57.0 (105.6) ---
Net inventories.................... 130.3 190.2 18.2 330.7 (3.8) 665.6
Other current assets............... 50.2 8.8 --- 28.2 --- 87.2
------------- ------------- ------------- ------------- ------------- -------------
Total current assets............. 343.8 330.3 53.3 697.3 (109.4) 1,315.3
Long-term assests
Property, plant & equipment - net.. 17.3 49.1 0.1 106.3 --- 172.8
Investment in and advances to
(from) subsidiaries............. 311.4 (185.7) (20.6) (95.2) (9.9) ---
Goodwill - net..................... 28.7 151.5 12.0 362.5 --- 554.7
Other assets - net................. 74.5 28.0 0.4 31.8 --- 134.7
------------- ------------- ------------- ------------- ------------- -------------
Total assets............................ $ 775.7 $ 373.2 $ 45.2 $ 1,102.7 $ (119.3) $ 2,177.5
============= ============= ============= ============= ============= =============
Liabilities and stockholders' equity
(deficit)
Current liabilities
Notes payable and current portion
of long-term debt................ $ 16.6 $ (0.8) $ 0.8 $ 41.0 $ --- $ 57.6
Trade accounts payable............. 41.4 53.3 6.4 195.9 --- 297.0
Intercompany payables.............. 30.6 15.9 4.5 54.1 (105.1) ---
Accruals and other current 68.5 30.2 7.5 118.7 ---- 224.9
liabilities......................
------------- ------------- ------------- ------------- ------------- -------------
Total current liabilities........ 157.1 98.6 19.2 409.7 (105.1) 579.5
Non-current liabilities
Long-term debt, less current portion 170.8 223.7 59.8 644.5 --- 1,098.8
Other long-term liabilities........ 15.0 9.3 0.4 41.7 --- 66.4
Stockholders' equity (deficit)....... 432.8 41.6 (34.2) 6.8 (14.2) 432.8
------------- ------------- ------------- ------------- ------------- -------------
Total liabilities and stockholders'
equity (deficit)..................... $ 775.7 $ 373.2 $ 45.2 $ 1,102.7 $ (119.3) $ 2,177.5
============= ============= ============= ============= ============= =============
</TABLE>
11
<PAGE>
TEREX CORPORATION
CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS
THREE MONTHS ENDED MARCH 31, 2000
(in millions)
<TABLE>
<CAPTION>
Wholly- Non-
Terex owned PPM Guarantor Intercompany
Corporation Guarantors Cranes, Inc. Subsidiaries Eliminations Consolidated
------------- ------------- ------------- ------------ -------------- -------------
Net cash provided by (used in)
<S> <C> <C> <C> <C> <C> <C>
operating activities................. $ 85.9 $ (4.3) $ 0.1 $ (11.2) $ --- $ 70.5
------------- ------------- ------------- ------------- ------------- -------------
Cash flows from investing activities
Proceeds from sale of assets......... --- 6.6 --- 1.1 --- 7.7
Capital expenditures................. (0.9) (1.6) --- (2.9) --- (5.4)
Acquisition of businesses, net of
cash acquired...................... --- (0.1) --- (0.2) --- (0.3)
------------- ------------- ------------- ------------- ------------- -------------
Net cash provided by (used in)
investing activities........... (0.9) 4.9 --- (2.0) --- 2.0
------------- ------------- ------------- ------------- ------------- -------------
Cash flows from financing activities
Principal repayments of long-term debt (2.5) --- --- --- --- (2.5)
Net incremental borrowings(repayments)
under revolving line of credit
agreements......................... --- --- --- (15.3) --- (15.3)
Purchase of common stock held in
treasury........................... (1.1) --- --- --- --- (1.1)
Proceeds from issuance of long-term
debt, net of issuance costs....... --- --- --- --- --- ---
Other................................ --- --- --- --- --- ---
------------- ------------- ------------- ------------- ------------- -------------
Net cash provided by (used in)
financing activities............. (3.6) --- --- (15.3) --- (18.9)
------------- ------------- ------------- ------------- ------------- -------------
Effect of exchange rates on cash and
cash equivalents..................... --- --- --- (0.7) --- (0.7)
------------- ------------- ------------- ------------- ------------- -------------
Net increase (decrease) in cash and cash
equivalents.......................... 81.4 0.6 0.1 (29.2) --- 52.9
Cash and cash equivalents, beginning of
period............................... 64.3 1.7 0.1 67.2 --- 133.3
------------- ------------- ------------- ------------- ------------- -------------
Cash and cash equivalents,
end of period........................ $ 145.7 $ 2.3 $ 0.2 $ 38.0 $ --- $ 186.2
============= ============= ============= ============= ============= =============
</TABLE>
12
<PAGE>
TEREX CORPORATION
CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS
THREE MONTHS ENDED MARCH 31, 1999
(in millions)
<TABLE>
<CAPTION>
Wholly- Non-
Terex owned PPM Guarantor Intercompany
Corporation Guarantors Cranes, Inc. Subsidiaries Eliminations Consolidated
------------- ------------- ------------- ------------ -------------- -------------
Net cash provided by (used in)
<S> <C> <C> <C> <C> <C> <C>
operating activities................. $ (93.7) $ 2.1 $ 0.1 $ 39.8 $ --- $ (51.7)
------------- ------------- ------------- ------------- ------------- -------------
Cash flows from investing activities
Proceeds from sale of excess assets.. --- --- --- 0.1 --- 0.1
Capital expenditures................. (0.9) (0.6) --- (2.9) --- (4.4)
------------- ------------- ------------- ------------- ------------- -------------
Net cash provided by (used in)
investing activities.............. (0.9) (0.6) --- (2.8) --- (4.3)
------------- ------------- ------------- ------------- ------------- -------------
Cash flows from financing activities
Principal repayments of long-term debt (17.7) (0.2) --- (13.5) --- (31.4)
Net incremental borrowings
(repayments) under
revolving line of credit agreements 16.5 --- --- (27.7) --- (11.2)
Proceeds from issuance of long-term
debt, net of issuance costs....... 94.9 --- --- --- --- 94.9
Other................................ (0.2) --- --- 0.3 --- 0.1
------------- ------------- ------------- ------------- ------------- -------------
Net cash provided by (used in)
financing activities............. 93.5 (0.2) --- (40.9) --- 52.4
------------- ------------- ------------- ------------- ------------- -------------
Effect of exchange rates on cash and
cash equivalents..................... --- --- --- 0.5 --- 0.5
------------- ------------- ------------- ------------- ------------- -------------
Net increase (decrease) in cash and cash
equivalents.......................... (1.1) 1.3 0.1 (3.4) --- (3.1)
Cash and cash equivalents, beginning of
period............................... 9.3 0.5 0.1 15.2 --- 25.1
------------- ------------- ------------- ------------- ------------- -------------
Cash and cash equivalents,
end of period........................ $ 8.2 $ 1.8 $ 0.2 $ 11.8 $ --- $ 22.0
============= ============= ============= ============= ============= =============
</TABLE>
13
<PAGE>
PPM CRANES, INC.
CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
(in millions)
For the Three Months
Ended March 31,
---------------------------
2000 1999
------------- -------------
Net sales.......................................... $ 11.9 $ 21.0
Cost of goods sold................................. 10.6 18.8
------------- -------------
Gross profit.................................. 1.3 2.2
Selling, general and administrative expenses....... 1.4 1.1
------------- -------------
Income (loss) from operations................. (0.1) 1.1
Other income (expense):
Interest expense.............................. (1.3) (1.2)
Amortization of debt issuance costs........... --- (0.1)
------------- -------------
Income (loss) before income taxes.................. (1.4) (0.2)
Provision for income taxes......................... --- ---
------------- -------------
Net loss........................................... $ (1.4) $ (0.2)
============= =============
The accompanying notes are an integral part of these financial statements.
14
<PAGE>
<TABLE>
<CAPTION>
PPM CRANES, INC.
CONDENSED CONSOLIDATED BALANCE SHEET
(in millions, except share amounts)
March 31, December 31,
2000 1999
---------------- ---------------
ASSETS
Current assets:
<S> <C> <C>
Cash and cash equivalents........................................... $ 0.2 $ 0.1
Trade accounts receivables (net of allowance of $0.6
at March 31, 2000 and $0.6 at December 31, 1999).................. 16.2 21.3
Net inventories..................................................... 22.9 18.2
Due from affiliates................................................. 17.2 14.5
---------------- -----------------
Total current assets.............................................. 56.5 54.1
Long-term assets:
Property, plant and equipment - net................................. 0.2 0.2
Goodwill............................................................ 12.9 13.2
Other assets........................................................ 0.9 0.9
---------------- -----------------
Total assets........................................................... $ 70.5 $ 68.4
================ =================
LIABILITIES AND SHAREHOLDERS' DEFICIT
Current liabilities:
Trade accounts payable.............................................. $ 8.4 $ 6.4
Accrued warranties and product liability............................ 7.0 6.9
Accrued expenses.................................................... 1.2 0.7
Due to affiliates................................................... 7.8 5.3
Due to Terex Corporation............................................ 16.6 18.2
Current portion of long-term debt................................... 0.8 1.1
---------------- -----------------
Total current liabilities......................................... 41.8 38.6
---------------- -----------------
Non-current liabilities:
Long-term debt, less current portion................................ 63.1 62.8
Other non-current liabilities....................................... 1.2 1.2
---------------- -----------------
Total non-current liabilities..................................... 64.3 64.0
---------------- -----------------
Commitments and contingencies
Shareholders' deficit
Common stock, Class A, $.01 par value -
authorized 8,000 shares; issued and outstanding 5,000 shares...... --- ---
Common stock, Class B, $.01 par value -
authorized 2,000 shares; issued and outstanding 413 shares........ --- ---
Accumulated deficit................................................. (35.6) (34.2)
Accumulated other comprehensive income.............................. --- ---
---------------- -----------------
Total shareholders' deficit...................................... (35.6) (34.2)
---------------- -----------------
Total liabilities and shareholders' deficit............................ $ 70.5 $ 68.4
================ =================
</TABLE>
The accompanying notes are an integral part of these financial statements.
15
<PAGE>
<TABLE>
<CAPTION>
PPM CRANES, INC.
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
(in millions)
For the Three Months
Ended March 31,
--------------------------
2000 1999
------------- ------------
OPERATING ACTIVITIES
<S> <C> <C>
Net loss..................................................................... $ (1.4) $ (0.2)
Adjustments to reconcile net loss to cash used in operating activities:
Depreciation and amortization............................................ 0.3 0.4
Changes in operating assets and liabilities:
Trade accounts receivable.............................................. 5.1 (1.2)
Net inventories........................................................ (4.7) 5.2
Trade accounts payable................................................. 2.0 (0.4)
Net amounts due to affiliates.......................................... (1.8) (1.9)
Other, net............................................................. 0.6 (1.6)
------------- --------------
Net cash provided by operating activities............................ 0.1 0.3
INVESTING ACTIVITIES
Net cash used in investing activities...................................... --- ---
FINANCING ACTIVITIES
Net cash used in financing activities...................................... --- ---
EFFECT OF EXCHANGE RATE CHANGES ON
CASH AND CASH EQUIVALENTS.................................................... --- ---
-------------- -------------
NET INCREASE IN CASH AND CASH EQUIVALENTS....................................... 0.1 0.3
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD................................ 0.1 0.2
-------------- --------------
CASH AND CASH EQUIVALENTS AT END OF PERIOD...................................... $ 0.2 $ 0.5
============== =============
</TABLE>
The accompanying notes are an integral part of these financial statements.
16
<PAGE>
PPM CRANES, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
March 31, 2000
(in millions unless otherwise denoted)
NOTE 1 -- Description of the Business and Basis of Presentation
PPM Cranes, Inc. (sometimes referred to as Terex Cranes - Conway Operations)
(the "Company" or "PPM") is engaged in the design, manufacture, marketing and
worldwide distribution and support of construction equipment, primarily
hydraulic cranes and related spare parts.
On May 9, 1995, Terex Corporation, through its wholly-owned subsidiary Terex
Cranes, Inc., a Delaware corporation, completed the acquisition of all of the
capital stock of Legris Industries, Inc., a Delaware corporation, which then
owned 92.4% of the capital stock of PPM Cranes, Inc.
The condensed consolidated financial statements reflect Terex Corporation's
basis in the assets and liabilities of the Company which was accounted for as a
purchase transaction. As a result, the debt and goodwill associated with the
acquisition have been "pushed down" to the Company's financial statements.
In the opinion of management, all adjustments considered necessary for a fair
presentation have been made. Such adjustments consist only of those of a normal
recurring nature. Operating results for the three months ended March 31, 2000
are not necessarily indicative of the results that may be expected for the year
ending December 31, 2000. For further information, refer to the Company's
consolidated financial statements and footnotes thereto for the year ended
December 31, 1999.
The condensed consolidated financial statements include the accounts of the
Company and its wholly-owned inactive subsidiary, PPM Far East Pte. Ltd. Prior
to November 30, 1999, the accounts of the Company's other wholly-owned
subsidiary, Terex Cranes Pty. Ltd. ("Terex Australia"), were also included. On
November 30, 1999, the Company sold its ownership in Terex Australia to Terex
Corporation. All material intercompany transactions and profits have been
eliminated.
NOTE 2 -- Inventories
Net inventories consist of the following:
March 31, December 31,
2000 1999
---------------- ----------------
Finished equipment...................... $ 6.3 $ 3.6
Replacement parts....................... 7.5 6.8
Work in process......................... 4.0 1.9
Raw materials and supplies.............. 5.1 5.9
---------------- -----------------
$ 22.9 $ 18.2
================ =================
note 3 -- Property, Plant and Equipment
Net property, plant and equipment consists of the following:
March 31, December 31,
2000 1999
----------------- ----------------
Property, plant and equipment............ $ 0.4 $ 0.4
Less: Accumulated depreciation.......... (0.2) (0.2)
----------------- ----------------
Net property, plant and equipment........ $ 0.2 $ 0.2
================= ================
17
<PAGE>
NOTE 4 - COMMITMENTS AND Contingencies
The Company is involved in product liability and other lawsuits incident to the
operation of its business. Insurance with third parties is maintained for
certain of these items. It is management's opinion that none of these lawsuits
will have a materially adverse effect on the Company's financial position.
On March 31, 1998 and March 9, 1999, Terex Corporation issued and sold $150.0
aggregate principal amount and $100.0 aggregate principal amount, respectively,
of 8-7/8% Senior Subordinated Notes due 2008 (the "Senior Subordinated Notes").
The Senior Subordinated Notes are each jointly and severally guaranteed by
certain domestic subsidiaries of Terex Corporation, including PPM.
NOTE 5 - RELATED PARTY TRANSACTIONS
During the three months ended March 31, 2000 and 1999, the Company had
transactions with various unconsolidated affiliates as follows:
Three months ended
March 31,
-----------------------------------
2000 1999
------------------ ----------------
Product sales and service revenues $ 0.3 $ ---
Management fee expense $ 0.3 $ 0.3
Interest expense $ 1.3 $ 1.2
Included in management fee expenses are expenses paid by Terex Corporation on
behalf of the Company (e.g. legal, treasury and tax services expense).
18
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
RESULTS OF OPERATIONS
The Company organizes itself in two industry segments: Terex Lifting and Terex
Earthmoving. Included in Other are the results of the operations of Amida
Industries, Inc. ("Amida") and Terex Bartell, Ltd. and Terex Bartell, Inc.
(collectively "Bartell"), for the three months ended March 31, 2000, as well as
general and corporate items for the three months ended March 31, 2000 and 1999.
Three Months Ended March 31, 2000 Compared with the Three Months Ended March 31,
1999
The table below is a comparison of net sales, gross profit, selling, general and
administrative expenses, and income from operations, by segment, for the three
months ended March 31, 2000 and 1999.
Three Months Ended
March 31,
------------------------ Increase
2000 1999 (Decrease)
------------------------ ------------
(dollars in millions)
NET SALES
Terex Lifting........................ $ 223.7 $ 241.4 $ (17.7)
Terex Earthmoving.................... 316.2 180.7 135.5
Other................................ 13.6 1.2 12.4
----------- ------------ -------------
Total.............................. $ 553.5 $ 423.3 $ 130.2
=========== ============ ============
GROSS PROFIT
Terex Lifting........................ $ 38.6 $ 39.4 $ (0.8)
Terex Earthmoving.................... 55.6 31.7 23.9
Other................................ 2.5 (0.2) 2.7
----------- ------------ -------------
Total.............................. $ 96.7 $ 70.9 $ 25.8
=========== ============ ============
SELLING, GENERAL AND ADMINISTRATIVE
EXPENSES
Terex Lifting........................ $ 16.1 $ 14.9 $ 1.2
Terex Earthmoving.................... 24.2 14.2 10.0
Other................................ 1.4 1.3 0.1
----------- ------------ -------------
Total.............................. $ 41.7 $ 30.4 $ 11.3
=========== ============ ============
INCOME FROM OPERATIONS
Terex Lifting........................ $ 22.5 $ 24.5 $ (2.0)
Terex Earthmoving.................... 31.4 17.5 13.9
Other................................ 1.1 (1.5) 2.6
----------- ------------ -------------
Total.............................. $ 55.0 $ 40.5 $ 14.5
=========== ============ ============
Net Sales
Sales increased $130.2 million, or approximately 31%, to $553.5 million for the
three months ended March 31, 2000 over the comparable 1999 period. Excluding the
impact of 1999 acquisitions, net sales were down 15% from the first quarter of
1999, as acquired companies contributed approximately $193 million in
incremental net sales.
Terex Lifting's sales were $223.7 million for the three months ended March 31,
2000, a decrease of $17.7 million or 7.3% from $241.4 million for the three
months ended March 31, 1999. The decline in sales was caused mainly by two
factors: softness in the mobile hydraulic cranes market caused by the continued
fleet consolidation of the Company's customer base, and a reduced level of
activity in the aerial work platforms business due to the closing of the
Company's Milwaukee facility. The Company's utility aerial device business and
the 1999 acquisitions continue to deliver strong results. Businesses acquired in
1999 contributed approximately $34 million in sales. Terex Lifting's backlog was
$181.8 million at March 31, 2000 and $222.5 million at March 31, 1999. The
decrease in backlog is consistent with the weakness in the mobile hydraulic
19
<PAGE>
crane and aerial work platforms businesses, offset somewhat by the performance
of the businesses acquired in 1999. Backlog does not include any significant
parts orders, which are normally filled in the period ordered. The sales mix was
approximately 13% parts for the three months ended March 31, 2000 compared to
approximately 9% parts for the comparable 1999 period, reflecting the decrease
in machine sales.
Terex Earthmoving sales were $316.2 million for the three months ended March 31,
2000, an increase of $135.5 million from $180.7 million for the three months
ended March 31, 1999. The increase in sales was driven by businesses acquired in
1999 (approximately $147 million) and continued growth and market penetration in
the construction truck business, offset somewhat by the Coal India order, of
which $45 million was recorded in the first quarter of 1999. Backlog was $209.5
million at March 31, 2000 compared to $162.6 million at March 31, 1999. The
increase of backlog is due to the impact of businesses acquired in 1999,
approximately $114 million in backlog, offset somewhat by the completion of the
Coal India contract. The sales mix was approximately 19% parts for the three
months ended March 31, 2000 compared to 24% parts for the comparable 1999
period, reflecting the increase in machine sales.
Net sales for Other in the three months ended March 31, 2000 represents sales
from Amida and Bartell and service revenues generated by Terex's parts
distribution center for service provided to a third party. Amida and Bartell
were acquired by Terex on April 1, 1999 and September 20, 1999, respectively. In
1999, net sales consisted only of service revenues generated by Terex's parts
distribution center.
Gross Profit
Gross profit for the three months ended March 31, 2000 increased $25.8 million
over the comparable 1999 period, or approximately 36%, to $96.7 million as a
result of acquisitions and improved gross profit percentages in both the Terex
Lifting and Earthmoving businesses.
Terex Lifting's gross profit decreased $0.8 million to $38.6 million for the
three months ended March 31, 2000, compared to $39.4 million for the three
months ended March 31, 1999. The decrease in gross profit was driven by the
overall decline in net sales for hydraulic cranes and aerial work platforms,
offset somewhat by the performance of companies acquired in 1999 and the
continued strength of the utility aerial device business. However, gross profit
as a percentage of sales increased to 17.3% from 16.3% in 1999 due primarily to
the increased percentage of parts in Terex Lifting's sales mix.
Terex Earthmoving's gross profit increased $23.9 million to $55.6 million for
the three months ended March 31, 2000, compared to $31.7 million for the three
months ended March 31, 1999. The increase in gross profit is due primarily to
the performance of companies acquired in 1999 (approximately $26 million) and
growth in the Company's construction truck business, offset somewhat by the
decline in the Company's mining business. The gross margin percentage increased
slightly to 17.6% from 17.5% in the comparable 1999 period.
Selling, General and Administrative Expenses
Selling, general and administrative expenses increased to $41.7 million for the
three months ended March 31, 2000 from $30.4 million for the three months ended
March 31, 1999, principally reflecting the effect of the businesses acquired in
1999. As a percentage of sales, selling, general and administrative expenses
increased to 7.5% for the three months ended March 31, 2000 as compared to 7.2%
for the three months ended March 31, 1999, due to the effect of the businesses
acquired in 1999.
Terex Lifting's selling, general and administrative expenses increased to $16.1
million for the three months ended March 31, 2000 from $14.9 million for the
three months ended March 31, 1999. This increase in selling, general and
administrative expenses was principally due to businesses acquired in 1999.
Selling, general and administrative expenses at existing businesses declined in
dollar terms. As a percentage of sales, selling, general and administrative
expenses for the quarter increased to 7.2% compared to 6.2% in 1999. Excluding
companies acquired in 1999, selling, general and administrative expenses for the
three months ended March 31, 2000 actually decreased by $2.7 million and were
6.4% as a percentage of sales.
Terex Earthmoving's selling, general and administrative expenses increased to
$24.2 million for the three months ended March 31, 2000, from $14.2 million for
the comparable period in 1999, principally due to the effect of the businesses
acquired in 1999. As a percentage of sales, selling, general and administrative
expenses decreased to 7.7% for the three months ended March 31, 2000, from 7.9%
for the comparable 1999 period. Excluding acquisitions, selling, general and
administrative expenses for the three months ended March 31, 2000 decreased in
both dollars and as a percentage of sales from the comparable figures in 1999.
20
<PAGE>
Income from Operations
On a consolidated basis, the Company had income from operations of $55.0
million, or 9.9% of sales, for the three months ended March 31, 2000, compared
to income from operations of $40.5 million, or 9.6% of sales, for the three
months ended March 31, 1999.
Terex Lifting's income from operations of $22.5 million for the three months
ended March 31, 2000 decreased by $2.0 million over the three months ended March
31, 1999. The decrease is the result of decreasing sales and gross margins
within the Company's mobile hydraulic cranes and aerial work platforms
businesses, partially offset by approximately $5 million of operating income
contributed by the companies acquired in 1999. Income from operations as a
percentage of sales was 10.1% for the three months ended March 2000, consistent
with the comparable 1999 period.
Terex Earthmoving's income from operations increased by $13.9 million to $31.4
million, or 9.9% of sales, for the three months ended March 31, 2000 from $17.5
million, or 9.7% of sales, for the three months ended March 31, 1999. The
increase in income from operations and operating margins is due to the impact of
the 1999 acquisitions, higher volumes in the Company's construction truck
business and the Company's continued focus on expense control.
Net Interest Expense
During the three months ended March 31, 2000, the Company's net interest expense
increased $12.1 million to $24.9 million from $12.8 million for the comparable
1999 period. This increase was primarily due to higher debt levels in the three
months ended March 31, 2000 versus the comparable period in 1999.
Income Taxes
During the three months ended March 31, 2000, the Company's income tax expense
was $9.4 million as compared to $0.8 million for the three months ended March
31, 1999. This increase resulted from the resolution in the fourth quarter of
1999 of an IRS audit of the Company's income tax returns for the years 1987
through 1989 and the capitalization of certain deferred tax assets. As a result
of the capitalization of these deferred tax assets, the Company now reports a
higher effective tax rate, but still makes use of substantial net operating loss
carryforwards.
LIQUIDITY AND CAPITAL RESOURCES
Net cash of $70.5 million was provided by operating activities during the three
months ended March 31, 2000. Operating results before depreciation, amortization
and deferred taxes provided approximately $39 million, and approximately $32
million was generated from reductions of working capital. The decrease in
working capital reflects the impact of the Company's plans to reduce working
capital. Net cash provided by investing activities was $2.0 million during the
three months ended March 31, 2000 and primarily represents proceeds from the
sales of assets, offset somewhat by capital expenditures. Net cash used in
financing activities was $18.9 million during the three months ended March 31,
2000, which primarily represents the repayment of outstanding revolving loans
under the Company's bank credit facility. Cash and cash equivalents totaled
$186.2 million at March 31, 2000.
Debt reduction and an improved capital structure are major focal points for the
Company. In this regard, the Company announced its plan to generate $200 million
of free cash flow by the end of 2000 from working capital reduction and
operating results. The Company anticipates that this free cash flow will be used
to either pay down debt or increase the liquidity of the Company. On March 9,
2000, the Company's Board of Directors authorized the purchase of up to 2
million shares of the Company's common stock over the following 12 months from
available cash. As of March 31, 2000, the Company had purchased 135,000 shares
of common stock to be held in treasury. In addition, the Company regularly
reviews its alternatives to improve its capital structure and to reduce debt
service through debt refinancings, issuances of equity, asset sales, strategic
acquisitions and dispositions of business units, or any combination thereof.
The Company's businesses are working capital intensive and require funding for
purchases of production and replacement parts inventories, capital expenditures
for repair, replacement and upgrading of existing facilities, as well as
financing of receivables from customers and dealers. The Company has significant
debt service requirements, including semi-annual interest payments on the Senior
Subordinated Notes and monthly interest payments on the Company's bank credit
facilities. Management believes that cash generated from operations, together
with the Company's bank credit facilities and cash on hand, provides the Company
adequate liquidity to meet the Company's operating and debt service
requirements.
21
<PAGE>
CONTINGENCIES AND UNCERTAINTIES
Euro
On January 1, 1999, 11 of the 15 member countries of the European Union
established fixed conversion rates between their existing currencies ("legacy
currencies") and one common currency, the euro. The euro now trades on currency
exchanges and may be used in business transactions. Beginning in January 2002,
new euro-denominated bills and coins will be issued, and legacy currencies will
be withdrawn from circulation. The Company's operating subsidiaries affected by
the euro conversion are assessing the systems and business issues raised by the
euro currency conversion. These issues include, among others, (1) the need to
adapt computer and other business systems and equipment to accommodate
euro-denominated transaction and (2) the competitive impact of cross-border
price transparency, which may make it more difficult for businesses to charge
different prices for the same products on a country-by-country basis,
particularly once the euro currency is issued in 2002. The Company anticipates
that the euro conversion will not have a material adverse impact on its
financial condition or results of operations.
Other
The Company is subject to a number of contingencies and uncertainties including
product liability claims, self-insurance obligations, tax examinations and
guarantees. Many of the exposures are unasserted or proceedings are a
preliminary stage, and it is not presently possible to estimate the amount or
timing of any cost to the Company. However, the Company does not believe that
these contingencies and uncertainties will, in the aggregate, have a material
adverse effect on the Company. When it is probable that a loss has been incurred
and possible to make reasonable estimates of the Company's liability with
respect to such matters, a provision is recorded for the amount of such estimate
or for the minimum amount of a range of estimates when it not possible to
estimate the amount within the range that is most likely to occur.
The Company generates hazardous and nonhazardous wastes in the normal course of
its manufacturing operations. As a result, Terex is subject to a wide range of
federal, state, local and foreign environmental laws and regulations. These laws
and regulations govern actions that may have adverse environmental effects and
also require compliance with certain practices when handling and disposing of
hazardous and nonhazardous wastes. These laws and regulations also impose
liability for the costs of, and damages resulting from, cleaning up sites, past
spills, disposals and other releases of hazardous substances. Compliance with
these laws and regulations has, and will continue require, the Company to make
expenditures. The Company does not expect that these expenditures will have a
material adverse effect on its business or profitability.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The Company is exposed to certain market risks which exist as part of its
ongoing business operations and the Company uses derivative financial
instruments, where appropriate, to manage these risks. The Company, as a matter
of policy, does not engage in trading or speculative transactions. For further
information on accounting policies related to derivative financial instruments,
refer to the Company's Annual Report on Form 10-K for the year ended December
31, 1999.
The Company is exposed to fluctuations in foreign currency cash flows related to
third party purchases, intercompany product shipments and intercompany loans.
The Company is also exposed to fluctuations in the value of foreign currency
investments in subsidiaries and cash flows related to repatriation of these
investments. Additionally, the Company is exposed to volatility in the
translation of foreign currency earnings to U.S. Dollars. Primary exposures
include the U.S. Dollars versus functional currencies of the Company's major
markets which include the British Pound, German Mark, French Franc, Irish Punt
and Italian Lira. The Company assesses foreign currency risk based on
transactional cash flows and identifies naturally offsetting positions and
purchases hedging instruments to protect anticipated exposures. At March 31,
2000, the Company had foreign currency contracts which were hedges of firm
commitments totaling approximately $23 million. The fair market value of these
arrangements, which represents the cost to settle these contracts, was a
liability of approximately $0.7 million at March 31, 2000.
Interest Rate Risk
The Company is exposed to interest rate volatility with regard to future
issuances of fixed rate debt and existing issuances of variable rate debt.
Primary exposure includes movements in the U.S. prime rate and London Interbank
Offer Rate ("LIBOR"). The Company uses interest rate swaps to reduce interest
rate volatility. At March 31, 2000, the Company had approximately $265 million
of interest rate swaps fixing interest rates between 5.81% and 9.66%. The fair
market value of these arrangements, which represents the costs to settle these
contracts, was an asset of approximately $1.5 million at March 31, 2000.
22
<PAGE>
PART II OTHER INFORMATION
Item 1. Legal Proceedings
The Company is involved in certain claims and litigation arising in the ordinary
course of business, which are not considered material to the financial
operations or cash flow of the Company. For information concerning contingencies
see "Management's Discussion and Analysis of Financial Condition and Results of
Operations -- Contingencies and Uncertainties."
Item 2. Changes in Securities and Use of Proceeds
Not applicable.
Item 3. Defaults Upon Senior Securities
Not applicable.
Item 4. Submission of Matters to a Vote of Security Holders
Not applicable.
Item 5. Other Information
Recent Developments
Not applicable.
Forward Looking Information
Certain information in this Quarterly Report includes forward-looking statements
regarding future events or the future financial performance of the Company that
involve certain contingencies and uncertainties, including those discussed above
in the section entitled "Contingencies and Uncertainties". In addition, when
included in this Quarterly Report or in documents incorporated herein by
reference, the words "may," "expects," "intends," "anticipates," "plans,"
"projects," "estimates" and the negatives thereof and analogous or similar
expressions are intended to identify forward-looking statements. However, the
absence of these words does not mean that the statement is not forward-looking.
The Company has based these forward-looking statements on current expectations
and projections about future events. These statements are not guarantees of
future performance. Such statements are inherently subject to a variety of risks
and uncertainties that could cause actual results to differ materially from
those reflected in such forward-looking statements. Such risks and
uncertainties, many of which are beyond the Company's control, include, among
others: the sensitivity of construction and mining activity to interest rates,
government spending and general economic conditions; the ability to successfully
integrate acquired businesses; the retention of key management personnel;
foreign currency fluctuations; the Company's businesses are very competitive and
may be affected by pricing, product initiatives and other actions taken by
competitors; the effects of changes in laws and regulations; the Company's
business is international in nature and is subject to exchange rates between
currencies, as well as international politics; the ability of suppliers to
timely supply parts and components at competitive prices and the Company's
ability to timely manufacture and deliver products to customers; compliance with
the restrictive covenants contained in the Company's debt agreements; continued
use of net operating loss carryovers; compliance with applicable environmental
laws and regulations; and other factors. Actual events or the actual future
results of the Company may differ materially from any forward looking statement
due to these and other risks, uncertainties and significant factors. The
forward-looking statements contained herein speak only as of the date of this
Quarterly Report and the forward-looking statements contained in documents
incorporated herein by reference speak only as of the date of the respective
documents. The Company expressly disclaims any obligation or undertaking to
release publicly any updates or revisions to any forward-looking statement
contained or incorporated by reference in this Quarterly Report to reflect any
change in the Company's expectations with regard thereto or any change in
events, conditions or circumstances on which any such statement is based.
23
<PAGE>
Item 6. Exhibits and Reports on Form 8-K
(a) The exhibits set forth on the accompanying Exhibit Index have been
filed as part of this Form 10-Q.
(b) Reports on Form 8-K.
- A report on Form 8-K dated March 9, 2000 was filed on March 9, 2000,
announcing the authorization by the Company's Board of Directors for
the Company to purchase up to 2 million shares of the Company's
outstanding common stock over the following 12 months.
24
<PAGE>
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.
TEREX CORPORATION
(Registrant)
Date: May 11, 2000 /s/ Joseph F. Apuzzo
Joseph F. Apuzzo
Chief Financial Officer
(Principal Financial Officer)
Date: May 11, 2000 /s/ Kevin M. O'Reilly
Kevin M. O'Reilly
Controller
(Principal Accounting Officer)
25
<PAGE>
EXHIBIT INDEX
3.1 Restated Certificate of Incorporation of Terex Corporation
(incorporated by reference to Exhibit 3.1 to the Form S-1 Registration
Statement of Terex Corporation, Registration No. 33-52297).
3.2 Certificate of Elimination with respect to the Series B Preferred
Stock (incorporated by reference to Exhibit 4.3 to the Form 10-K for
the year ended December 31, 1998 of Terex Corporation, Commission File
No. 1-10702).
3.3 Certificate of Amendment to Certificate of Incorporation of Terex
Corporation dated June 5, 1998 (incorporated by reference to Exhibit
3.3 to the Form 10-K for the year ended December 31, 1998 of Terex
Corporation, Commission File No. 1-10702).
3.4 Amended and Restated Bylaws of Terex Corporation (incorporated by
reference to Exhibit 3.2 to the Form 10-K for the year ended December
31, 1998 of Terex Corporation, Commission File No. 1-10702).
4.1 Warrant Agreement dated as of December 20, 1993 between Terex
Corporation and Mellon Securities Trust Company, as Warrant Agent
(incorporated by reference to Exhibit 4.40 to the Form S-1
Registration Statement of Terex Corporation, Registration No.
33-52297).
4.2 Form of Series A Warrant (incorporated by reference to Exhibit 4.41 to
the Form S-1 Registration Statement of Terex Corporation, Registration
No. 33-52297).
4.3 Indenture dated as of March 31, 1998 among Terex Corporation, the
Guarantors named therein and United States Trust Company of New York,
as Trustee (incorporated by reference to Exhibit 4.6 of Amendment No.
1 to the Form S-4 Registration Statement of Terex Corporation,
Registration No. 333-53561).
4.4 First Supplemental Indenture, dated as of September 23, 1998, between
Terex Corporation and United States Trust Company of New York, as
Trustee (to Indenture dated as of March 31, 1998) (incorporated by
reference to Exhibit 4.4 to the Form 10-Q for the quarter ended June
30, 1999 of Terex Corporation, Commission File No. 1-10702).
4.5 Second Supplemental Indenture, dated as of April 1, 1999, between
Terex Corporation and United States Trust Company of New York, as
Trustee (to Indenture dated as of March 31, 1998) (incorporated by
reference to Exhibit 4.5 to the Form 10-Q for the quarter ended June
30, 1999 of Terex Corporation, Commission File No. 1-10702).
4.6 Third Supplemental Indenture, dated as of July 29, 1999, between Terex
Corporation and United States Trust Company of New York, as Trustee
(to Indenture dated as of March 31, 1998) (incorporated by reference
to Exhibit 4.6 to the Form 10-Q for the quarter ended June 30, 1999 of
Terex Corporation, Commission File No. 1-10702).
4.7 Fourth Supplemental Indenture, dated as of August 26, 1999, between
Terex Corporation and United States Trust Company of New York, as
Trustee (to Indenture dated as of March 31, 1999) (incorporated by
reference to Exhibit 4.7 to the Form 10-Q for the quarter ended
September 30, 1999 of Terex Corporation, Commission File No. 1-10702).
4.8 Indenture dated as of March 9, 1999 among Terex Corporation, the
Guarantors named therein and United States Trust Company of New York,
as Trustee (incorporated by reference to Exhibit 4.4 to the Form 10-K
for the year ended December 31, 1998 of Terex Corporation, Commission
File No. 1-10702).
4.9 First Supplemental Indenture, dated as of April 1, 1999, between Terex
Corporation and United States Trust Company of New York, as Trustee
(to Indenture dated as of March 9, 1999) (incorporated by reference to
Exhibit 4.8 to the Form 10-Q for the quarter ended June 30, 1999 of
Terex Corporation, Commission File No. 1-10702).
4.10 Second Supplemental Indenture, dated as of July 30, 1999, between
Terex Corporation and United States Trust Company of New York, as
Trustee (to Indenture dated as of March 9, 1999) (incorporated by
reference to Exhibit 4.9 to the Form 10-Q for the quarter ended June
30, 1999 of Terex Corporation, Commission File No. 1-10702).
4.11 Third Supplemental Indenture, dated as of August 26, 1999, between
Terex Corporation and United States Trust Company of New York, as
Trustee (to Indenture dated as of March 9, 1999) (incorporated by
reference to Exhibit 4.11 to the Form 10-Q for the quarter ended
September 30, 1999 of Terex Corporation, Commission File No. 1-10702).
10.1 Terex Corporation Incentive Stock Option Plan, as amended
(incorporated by reference to Exhibit 4.1 to the Form S-8 Registration
Statement of Terex Corporation, Registration No. 33-21483).
26
<PAGE>
10.2 1994 Terex Corporation Long Term Incentive Plan (incorporated by
reference to Exhibit 10.2 to the Form 10-K for the year ended December
31, 1994 of Terex Corporation, Commission File No. 1-10702).
10.3 Terex Corporation Employee Stock Purchase Plan (incorporated by
reference to Exhibit 10.3 to the Form 10-K for the year ended December
31, 1994 of Terex Corporation, Commission File No. 1-10702).
10.4 1996 Terex Corporation Long Term Incentive Plan (incorporated by
reference to Exhibit 10.1 to Form S-8 Registration Statement of Terex
Corporation, Registration No. 333-03983).
10.5 Amendment No. 1 to 1996 Terex Corporation Long Term Incentive Plan
(incorporated by reference to Exhibit 10.5 to the Form 10-K for the
year ended December 31, 1999 of Terex Corporation, Commission File No.
1-10702).
10.6 Amendment No. 2 to 1996 Terex Corporation Long Term Incentive Plan
(incorporated by reference to Exhibit 10.6 to the Form 10-K for the
year ended December 31, 1999 of Terex Corporation, Commission File No.
1-10702).
10.7 Terex Corporation 1999 Long-Term Incentive Plan. *
10.8 Common Stock Appreciation Rights Agreement dated as of May 9, 1995
between the Company and United States Trust Company of New York, as
Rights Agents (incorporated by reference to Exhibit 10.29 of the
Amendment No. 1 to the Form S-1 Registration Statement of Terex
Corporation, Registration No. 33-52711).
10.9 SAR Registration Rights Agreement dated as of May 9, 1995 among the
Company and the Purchasers, as defined therein (incorporated by
reference to Exhibit 10.31 of the Amendment No. 1 to the Form S-1
Registration Statement of Terex Corporation, Registration No.
33-52711).
10.10 Credit Agreement dated as of March 6, 1998 among Terex Corporation,
certain of its subsidiaries, the lenders named therein, Credit Suisse
First Boston, as Administrative Agent, Bank Boston N.A., as
Syndication Agent and Canadian Imperial Bank of Commerce and First
Union National Bank, as Co-Documentation Agents (incorporated by
reference to Exhibit 10.13 to the Form 10-K for the year ended
December 31, 1998 of Terex Corporation, Commission File No. 1-10702).
10.11 Guarantee Agreement dated as of March 6, 1998 of Terex Corporation and
Credit Suisse First Boston, as Collateral Agent (incorporated by
reference to Exhibit 10.14 to the Form 10-K for the year ended
December 31, 1998 of Terex Corporation, Commission File No. 1-10702).
10.12 Guarantee Agreement dated as of March 6, 1998 of Terex Corporation,
each of the subsidiaries of Terex Corporation listed therein and
Credit Suisse First Boston, as Collateral Agent (incorporated by
reference to Exhibit 10.15 to the Form 10-K for the year ended
December 31, 1998 of Terex Corporation, Commission File No. 1-10702).
10.13 Security Agreement dated as of March 6, 1998 of Terex Corporation,
each of the subsidiaries of Terex Corporation listed therein and
Credit Suisse First Boston, as Collateral Agent (incorporated by
reference to Exhibit 10.16 to the Form 10-K for the year ended
December 31, 1998 of Terex Corporation, Commission File No. 1-10702).
10.14 Pledge Agreement dated as of March 6, 1998 of Terex Corporation, each
of the subsidiaries of Terex Corporation listed therein and Credit
Suisse First Boston, as Collateral Agent (incorporated by reference to
Exhibit 10.17 to the Form 10-K for the year ended December 31, 1998 of
Terex Corporation, Commission File No. 1-10702).
10.15 Form Mortgage, Leasehold Mortgage, Assignment of Leases and Rents,
Security Agreement and Financing entered into by Terex Corporation and
certain of the subsidiaries of Terex Corporation, as Mortgagor, and
Credit Suisse First Boston, as Mortgagee (incorporated by reference to
Exhibit 10.18 to the Form 10-K for the year ended December 31, 1998 of
Terex Corporation, Commission File No. 1-10702).
10.16 Amendment No. 1 to Credit Agreement dated as of March 6, 1998 among
Terex Corporation, certain of its subsidiaries, the lenders named
therein, Credit Suisse First Boston, as Administrative and Collateral
Agent (incorporated by reference to Exhibit 10.17 to the Form 10-K for
the year ended December 31, 1998 of Terex Corporation, Commission File
No. 1-10702).
10.17 Amendment No. 2 to Credit Agreement dated as of March 6, 1998 among
Terex Corporation, certain of its subsidiaries, the lenders named
therein, Credit Suisse First Boston, as Administrative and Collateral
Agent (incorporated by reference to Exhibit 10.18 to the Form 10-K for
the year ended December 31, 1998 of Terex Corporation, Commission File
No. 1-10702).
27
<PAGE>
10.18 Amendment No. 3 to Credit Agreement dated as of March 6, 1998 among
Terex Corporation, certain of its subsidiaries, the lenders named
therein, Credit Suisse First Boston, as Administrative and Collateral
Agent (incorporated by reference to Exhibit 10.19 to the Form 10-K for
the year ended December 31, 1998 of Terex Corporation, Commission File
No. 1-10702).
10.19 Amendment No. 4 to Credit Agreement dated as of March 6, 1998 among
Terex Corporation, certain of its subsidiaries, the lenders named
therein, and Credit Suisse First Boston, as Administrative and
Collateral Agent (incorporated by reference to Exhibit 10.1 to the
Form 8-K Current Report, Commission File No.1-10702, dated July 27,
1999 and filed with the Commission on August 10, 1999).
10.20 Amendment No. 5 to Credit Agreement dated as of March 6, 1998 among
Terex Corporation, certain of its subsidiaries, the lenders named
therein, and Credit Suisse First Boston, as Administrative and
Collateral Agent (incorporated by reference to Exhibit 10.2 to the
Form 8-K Current Report, Commission File No. 1-10702, dated July 27,
1999 and filed with the Commission on August 10, 1999).
10.21 Amendment No. 6 to Credit Agreement dated as of March 6, 1998 among
Terex Corporation, certain of its subsidiaries, the lenders named
therein, and Credit Suisse First Boston, as Administrative and
Collateral Agent (incorporated by reference to Exhibit 10.22 to the
Form 10-Q for the quarter ended September 30, 1999 of Terex
Corporation, Commission File No. 1-10702).
10.22 Amendment No. 7 to Credit Agreement dated as of March 6, 1998 among
Terex Corporation, certain of its subsidiaries, the lenders named
therein and Credit Suisse First Boston, as Administrative and
Collateral Agent (incorporated by reference to Exhibit 10.21 to the
Form 10-K for the year ended December 31, 1999 of Terex Corporation,
Commission File No. 1-10702).
10.23 Tranche C Credit Agreement, dated as of July 2, 1999, as amended and
restated as of August 23, 1999, among Terex Corporation, the lenders
named therein, and Credit Suisse First Boston, as Administrative and
Collateral Agent (incorporated by reference to Exhibit 10.23 to the
Form 10-Q for the quarter ended September 30, 1999 of Terex
Corporation, Commission File No. 1-10702).
10.24 Purchase Agreement dated as of March 9, 1999 among the Company and the
Initial Purchasers, as defined therein (incorporated by reference to
Exhibit 10.20 to the Form 10-K for the year ended December 31, 1998 of
Terex Corporation, Commission File No. 1-10702).
10.25 Registration Rights Agreement dated as of March 9, 1999 among the
Company and the Purchasers, as defined therein (incorporated by
reference to Exhibit 10.21 to the Form 10-K for the year ended
December 31, 1998 of Terex Corporation, Commission File No. 1-10702).
10.26 Underwriting Agreement, dated as of June 17, 1999, between Terex
Corporation and Salomon Smith Barney Inc. (incorporated by reference
to Exhibit 1 of the Form 8-K Current Report, Commission File No.
1-10702, dated and filed with the Commission on June 18, 1999).
10.27 Stock Purchase Agreement between Raytheon Engineers & Constructors
International, Inc. and Terex Corporation, dated as of July 19, 1999
(incorporated by reference to Exhibit 10.27 to the Form 10-Q for the
quarter ended June 30, 1999 of Terex Corporation, Commission File No.
1-10702).
10.28 Stock Purchase Agreement between Terex Corporation and Hartford
Capital Appreciation Fund, Inc., dated July 23, 1999 (incorporated by
reference to Exhibit 10.28 to the Form 10-Q for the quarter ended June
30, 1999 of Terex Corporation, Commission File No. 1-10702).
10.29 Contract of Employment, dated as of September 1, 1999, between Terex
Corporation and Filip Filipov (incorporated by reference to Exhibit
10.29 to the Form 10-Q for the quarter ended September 30, 1999 of
Terex Corporation, Commission File No. 1-10702).
10.30 Employment and Compensation Agreement, dated as of January 1, 1999,
between Terex Corporation and Ronald M. DeFeo (incorporated by
reference to Exhibit 10.30 to the Form 10-Q for the quarter ended
September 30, 1999 of Terex Corporation, Commission File No. 1-10702).
12.1 Calculation of Ratio of Earnings to Fixed Charges. *
27.1 Financial Data Schedule.*
* Exhibit filed with this document.
28
<PAGE>
April 1, 1999
TEREX CORPORATION
1999 LONG-TERM INCENTIVE PLAN
ARTICLE I
PURPOSE
The purpose of the 1999 Long-Term Incentive Plan (the "Plan") is to promote the
interests of Terex Corporation (the "Company") and its stockholders by (i)
helping the Company to attract and retain outstanding management, (ii)
stimulating management's efforts on behalf of the Company by giving participants
a direct interest in the performance of the Company and (iii) suitably rewarding
participants' contributions to the success of the Company.
The Company intends that certain performance-based compensation payable under
the Plan will qualify for deduction under Section 162(m) of the Internal Revenue
Code of 1986, as amended, and expects that all compensation paid under the Plan
will be fully deductible.
ARTICLE II
DEFINITIONS
2.1 Award Certificate: A written instrument evidencing the award of Units
to a Participant.
2.2 Base Year EPS: Earnings Per Share for the Year immediately preceding
the date of an award of Units.
<PAGE>
2.3 Beneficiary: The person or persons designated by a Participant, in
accordance with Section 9.1, to receive any amount payable under the Plan upon
the Participant's death.
2.4 Board: The Board of Directors of the Company.
2.5 Change in Control: "Change In Control," as defined in the Participant's
employment agreement with the Company, or, absent an agreement defining Change
in Control, (i) consummation of an acquisition by any person (as such term is
defined in Section 13(d) or 14(d) of the Securities Exchange Act of 1934, as
amended) of 40 percent or more of the combined voting power of the Company's
then outstanding securities; (ii) a change in the composition of the Board
occurring within a rolling two-year period, as a result of which fewer than a
majority of the directors are Incumbent Directors ("Incumbent Directors" shall
mean directors who either (x) are members of the Board as of the Effective Date
or (y) are elected, or nominated for election, to the Board with the affirmative
votes of at least a majority of the Incumbent Directors at the time of such
election or nomination, but shall not include an individual not otherwise an
Incumbent Director whose election or nomination is in connection with an actual
or threatened proxy contest relating to the election of directors to the Board);
(iii) consummation of a complete liquidation or dissolution of the Company or a
merger, consolidation or sale of all or substantially all of the Company's
assets (collectively, a "Business Combination") other than a Business
Combination (x) in which the stockholders of the Company receive more than 80
percent of the combined voting power of the voting securities of the company
resulting from the Business Combination, (y) at least a majority of the board of
<PAGE>
directors of the resulting corporation were Incumbent Directors and (z) after
which no individual, entity or group (excluding any corporation resulting from
the Business Combination or any employee benefit plan of such corporation or of
the Company) owns 20 percent or more of the combined voting power of the
securities of the resulting corporation, who did not own such securities
immediately before the Business Combination.
2.6 Code: The Internal Revenue Code of 1986, as amended from time to time.
2.7 Committee: The Compensation Committee of the Board, which is comprised
solely of two or more "outside directors" within the meaning of Section 162(m)
of the Code.
2.8 Common Shares: Shares of common stock ($.01 par value) of the Company.
2.9 Company: Terex Corporation and consolidated subsidiaries, a Delaware
corporation, or any successor thereto.
2.10 Cumulative Unit Value: The amount determined in accordance with
Section 7.2.
2.11 Disability: Disability, as defined in a Participant's employment
agreement with the Company, or, absent an agreement, in the Company's group
disability insurance contract.
2.12 Earnings: For any Year, the consolidated income of the Company
prepared in accordance with generally accepted accounting principles, as
reported in the Company's audited consolidated financial statements for that
<PAGE>
Year, adjusted on an after-tax basis (a) to exclude (i) in its entirety any item
of nonrecurring gain or loss in excess of $2,000,000, including writedowns of
items included in operating income, (ii) all extraordinary gains and losses and
(iii) any accruals for this Plan and (b) to add back write-offs required in
connection with any acquisition in the Year of such acquisition; provided,
however, that, for any Year, earnings will be adjusted to include a charge for
income taxes at the estimated effective tax rate without regard to the
availability of any net operating loss carryforward.
2.13 Earnings Per Share: For any Year, Earnings divided by the number of
Common Shares used to determine the Company's diluted earnings per share for
that Year, as reported in the Company's audited consolidated financial
statements for the Year; provided, however, that for the Year ending December
31,1999, Earnings per Share shall be based on Earnings for the period April 1,
1999 through December 31, 1999 on an annualized basis (i.e., multiplied by
133%).
2.14 Effective Date: The effective date of the Plan, which is January 1,
1999.
2.15 Incremental Unit Value: The amount determined in accordance with
Section 7.1.
2.16 Maximum Cumulative Unit Value: For all Units awarded as of the
beginning of any Year, the amount determined by the Committee for those Units
when they are awarded.
<PAGE>
2.17 Measuring Price: For each Unit awarded, the closing price of a Common
Share as reported on the New York Stock Exchange on the last day of the Year
preceding the date as of which the Unit is awarded.
2.18 Participant: A key employee of the Company designated by the Committee
to participate in the Plan.
2.19 Plan: Terex Corporation Long-Term Incentive Plan, as herein set forth
and as it may be amended from time to time.
2.20 Term of the Plan: The period commencing on the Effective Date and
ending five years after the final award of Units (but in no event later than
December 31, 2013), in accordance with Section 5.1, or on such earlier date as
the Maximum Cumulative Unit Value of such Units may be achieved.
2.21 Termination for Good Reason: Termination of a Participant's employment
with the Company for "Good Reason," as defined in the Participant's employment
agreement with the Company, or, absent an agreement defining Good Reason,
termination due to the occurrence of one or more of the following, without the
Participant's prior written consent: (i) a material change, adverse to the
Participant, in his or her position, title or office, status, rank, nature of
responsibilities or authority within the Company, except in connection with
termination of his or her employment for Cause or Disability or as a result of
action by the Participant, (ii) assignment of duties to the Participant that are
inconsistent with his or her duties, status, rank, responsibilities or
<PAGE>
authority, (iii) decrease in the Participant's base salary, annual bonus
opportunity or benefits (other than any such decrease applicable to executives
of the Company generally), and (iv) relocation of the Participant's principal
place of business to a location more than 50 miles from its location on the date
when he or she first became a Participant.
2.22 Termination Without Cause: Termination of a Participant's employment
by the Company without "Cause," as defined in the Participant's employment
agreement with the Company, or, absent an agreement defining Cause, termination
of the Participant's employment by the Company for any reason other than (i)
continuing and material failure to fulfill his or her employment obligations or
willful misconduct or gross neglect in the performance of such duties, (ii)
commission of fraud, misappropriation or embezzlement in the performance of such
duties or (iii) conviction of a felony, which, as determined in good faith by
the Board, constitutes a crime that may result in material harm to the Company.
2.23 Unit: A unit of participation in the Plan awarded to a Participant in
accordance with Article V.
2.24 Valuation Date: The last day of any Year.
2.25 Year: The calendar year, which is the fiscal year of the Company.
<PAGE>
ARTICLE III
ADMINISTRATION
3.1 The Plan shall be administered by the Committee. A majority of the
Committee shall constitute a quorum. Committee decisions and determinations
shall be made by a majority of its members present at a meeting at which a
quorum is present, and they shall be final. The actions of the Committee with
respect to the Plan shall be binding on all affected Participants. Any decision
or determination reduced to writing and signed by all of the members of the
Committee shall be fully effective as if it had been made by a vote at a meeting
duly called and held. The Committee shall keep minutes of its meetings and shall
make such rules and regulations for the conduct of its business as it shall deem
advisable.
3.2 The Committee shall have full authority, subject to the provisions of
the Plan (i) to select Participants and determine the extent and terms of their
participation; (ii) to adopt, amend and rescind such rules and regulations as,
in its opinion, may be advisable in the administration of the Plan, (iii) to
construe and interpret the Plan, the rules and regulations adopted thereunder
and any notice or Award Certificate given to a Participant; and (iv) to make all
other determinations that it deems necessary or advisable in the administration
of the Plan.
3.3 The Committee may employ attorneys, consultants, accountants or other
persons as it deems necessary for the proper administration of the Plan and may
rely on the advice, opinions or valuations of any such persons. No member of the
Committee shall be personally liable for any action, determination or
interpretation taken or made in good faith by the Committee with respect to the
<PAGE>
Plan or any award hereunder, and all members of the Committee shall be fully
indemnified and protected by the Company in respect of any such action,
determination or interpretation.
3.4 In the event of any stock split, stock dividend, reclassification,
recapitalization or other change that affects the character or amount of
outstanding Common Shares and Earnings Per Share, the Committee shall make such
adjustments in the number of Units (whether authorized or outstanding and
unexercised), the Measuring Price or both as shall, in the sole judgment of the
Committee, be equitable and appropriate in order to make the value of such
Units, as nearly as may be practicable, equivalent to the value of Units
outstanding and unexercised immediately prior to such change. In no event,
however, shall any such adjustment give any Participant any additional benefits.
3.5 The Committee shall be precluded from increasing compensation payable
under the Plan to a Participant, including acceleration of payment and increase
of any amount payable, unless specifically provided for by the Plan.
ARTICLE IV
PARTICIPATION
4.1 Only key employees of the Company who, in the Committee's judgment,
will have a significant impact on the success of the business shall be eligible
to participate in the Plan. The Committee, in its sole discretion, shall select
the Participants.
<PAGE>
4.2 In selecting Participants and in determining the number of Units to be
awarded to each Participant for any Year, the Committee shall take into account
such factors as the individual's position, experience, knowledge,
responsibilities, advancement potential and past and anticipated contributions
to Company performance.
ARTICLE V
AWARD OF UNITS
5.1 Subject to adjustment as provided in Section 3.4, a maximum of
2,000,000 Units may be awarded under the Plan. A Participant who has been
awarded Units may be awarded additional Units in any subsequent Year, and new
Participants may be awarded Units, both in the discretion of the Committee;
provided, however, that no Units shall be awarded after 2008.
5.2 Units shall be awarded solely by the Committee and shall be evidenced
by an Award Certificate, as provided in Article X.
5.3 Subject to adjustment as provided in Section 3.4, the maximum number of
Units awarded to any one individual shall not exceed 800,000 during the Term of
the Plan.
<PAGE>
ARTICLE VI
TERM AND VESTING OF UNITS
6.1 Each Unit shall have a term of five years from the date of award,
subject to earlier termination (i) as provided in Article XI or (ii) upon
attainment before five years of the Unit's Maximum Cumulative Unit Value.
Notwithstanding the foregoing, the term of Units awarded as of the Effective
Date shall terminate on December 31, 2003, subject to earlier termination as
aforesaid. Units shall be deemed to be awarded as of the Effective Date or the
first day of any subsequent Year through 2008, as the case may be.
6.2 Each Unit shall become fully vested on the fifth Valuation Date
following the date of its award in accordance with a vesting schedule determined
by the Committee at the time of award; provided, however, that no portion of any
Unit shall vest prior to the third Valuation Date following the Unit's award.
Notwithstanding the foregoing, a Unit shall become fully vested, if earlier than
the fifth Valuation Date following its award, upon (i) attainment of its Maximum
Cumulative Unit Value, (ii) a Participant's Termination Without Cause or for
Good Reason (iii) a Participant's Termination Without Cause or for Good Reason
within one year following a Change in Control (in which event the value of a
Unit shall be the Maximum Cumulative Unit Value), or (iv) termination of a
Participant's employment with the Company by reason of death or Disability.
<PAGE>
ARTICLE VII
DETERMINATION OF VALUE OF A UNIT
7.1 For any Year, the Incremental Unit Value of a Unit shall be equal to
the product of the Measuring Price multiplied by .85 of the percentage by which
Earnings Per Share for the Year exceeds Base Year EPS. Notwithstanding the
foregoing, in the event that for any Year (i) Base Year EPS exceeds Earnings Per
Share or (ii) Earnings Per Share is less than 105 percent of Earnings Per Share
for the immediately preceding Year, the Incremental Unit Value for the Year
shall be zero. The Committee shall notify each Participant of the Incremental
Unit Value of his or her Units for each Year as soon as practicable after the
Valuation Date for the Year.
7.2 The Incremental Unit Value of each Unit for any Year shall be cumulated
with the Incremental Unit Value of the Unit for all prior Years from the date of
the Unit's award. The cumulative amount thus determined shall be the then
Cumulative Unit Value of such Unit.
ARTICLE VIII
EXERCISE AND PAYMENT OF UNITS
8.1 A Unit may be exercised, to the extent that it is vested in accordance
with Section 6.2 above, at any time prior to becoming fully vested; provided,
however, that a partially vested Unit that is exercised shall be cancelled and
its nonvested portion forfeited. Except as provided in Article XI below, a Unit
that is fully vested in accordance with Section 6.2 above, shall thereupon be
exercised.
<PAGE>
8.2 In order to exercise a partially or fully vested outstanding Unit, a
Participant (i) shall give written notice of exercise to the Secretary of the
Company, specifying the number of Units being exercised, and (ii) shall deliver
his or her Award Certificate to the Secretary of the Company, who shall endorse
thereon a notation of such exercise and return the same to the Participant. The
date of exercise of a Unit shall be the date on which the Company receives the
required documentation. Upon exercise, the Participant shall be entitled to
receive (i) the Cumulative Unit Value of the vested portion of the Units being
exercised, determined as of the concurrent or immediately preceding Valuation
Date, but not in excess of the Maximum Cumulative Unit Value,or (ii) if
applicable, the Maximum Cumulative Unit Value of Units that are fully vested
pursuant to clause (i) or (iii) of Section 6.2 above.
8.3 Payment of the amount due under the Plan shall be made not later than
five days following the date of exercise of any Unit or the date of such other
event as shall entitle the Participant to payment; provided, however, that,
before any payment may be made, the Committee must certify in writing that all
performance criteria under the Plan have been met. Except upon Termination
Without Cause or for Good Reason within one year following a Change in Control,
when payment shall be made solely in a cash lump sum, not less than 40 percent
of any amount due shall be paid in cash, and the balance shall be paid in cash
or Common Shares or both, as determined by the Committee in its discretion.
<PAGE>
ARTICLE IX
LIMITS ON TRANSFERABILITY OF UNITS
9.1 Each Participant shall file with the Committee a written designation of
one or more persons as the Beneficiary who shall be entitled to receive any
amount or any Common Shares payable under the Plan upon his or her death. A
Participant may, from time to time, revoke or change his or her Beneficiary
designation without the consent of any previously designated Beneficiary by
filing a new designation with the Committee. The last such designation received
by the Committee shall be controlling; provided, however, that no designation,
or change or revocation thereof, shall be effective unless received by the
Committee prior to the Participant's death, and in no event shall it be
effective as of a date prior to such receipt. If at the date of a Participant's
death, there is no designation of a Beneficiary in effect for the Participant,
or if no Beneficiary survives to receive any amount payable under the Plan by
reason of the Participant's death, the Participant's estate shall be treated as
the Beneficiary for purposes of the Plan.
9.2 A Unit may be exercised only by the Participant to whom it was awarded,
except in the event of the Participant's death, when a Unit may be exercised by
his or her Beneficiary. Except as provided in Section 9.1, a Participant may not
transfer, assign, alienate or hypothecate any benefits under the Plan.
<PAGE>
ARTICLE X
AWARD CERTIFICATE
10.1 Promptly following the making of an award, the Company shall deliver
to the recipient an Award Certificate, specifying the terms and conditions of
the Unit. This writing shall be in such form and contain such provisions not
inconsistent with the Plan as the Committee shall prescribe.
ARTICLE XI
TERMINATION OF UNITS
11.1 An outstanding Unit awarded to a Participant shall be canceled and all
rights with respect thereto shall expire upon the earlier to occur of (i) its
exercise as provided in Section 8.1 or (ii) termination of the Participant's
employment with the Company; provided, however, that if such termination occurs
pursuant to clause (ii) or (iv) of Section 6.2 above, or for any other reason
specifically approved in advance by the Committee, the term of such Unit shall
continue for a period of 14 months from the date of termination (the "Extended
Term"). For purposes of this Section 11.1, the Cumulative Unit Value of a Unit
that is fully vested pursuant to said clause (ii) or (iv) shall be determined as
of the Valuation Date concurrent with or immediately preceding the end of the
Extended Term or any earlier exercise date, whichever is applicable. A Unit
whose term is continued for an Extended Term shall be deemed to be automatically
exercised as of the last Valuation Date within the Extended Term, unless sooner
exercised by the Participant or his or her legal representative.
<PAGE>
11.2 Nothing contained in Section 11.1 shall be deemed to extend the term
of any Unit beyond the end of the Term of the Plan.
ARTICLE XII
TERMINATION AND AMENDMENT OF THE PLAN
12.1 The Company reserves the right to amend or terminate the Plan at any
time, by action of the Committee, but no such amendment or termination shall
adversely affect the rights of any Participant with respect to outstanding Units
held by the Participant without his or her written consent. No amendment will be
effective prior to approval by the Company's stockholders to the extent such
approval is required to preserve the deductibility of compensation paid pursuant
to Section 162(m) of the Code or is otherwise required by law.
ARTICLE XIII GENERAL PROVISIONS
13.1 Nothing in the Plan, nor the award of any Unit, shall confer on any
Participant a right to continue in the employment of the Company or affect any
right of the Company to terminate a Participant's employment.
13.2 The Plan shall be governed by and construed in accordance with the
laws of the State of Delaware without reference to principles of conflict of
laws.
13.3 The Company shall be authorized to withhold from any award or payment
it makes under the Plan to a Participant the amount of withholding taxes due
with respect to such award or payment and to take such other action as may be
<PAGE>
necessary in the opinion of the Company to satisfy all obligations for the
payment of such taxes.
13.4 Nothing in the Plan shall prevent the Board from adopting other or
additional compensation arrangements, subject to stockholder approval as may be
necessary, and such arrangements may be either generally applicable or
applicable only in specific cases.
13.5 Participants shall not be required to make any payment or provide any
consideration for awards under the Plan other than the rendering of services.
EXHIBIT 12.1
TEREX CORPORATION
CALCULATION OF RATIO OF EARNINGS TO FIXED CHARGES
(amounts in millions)
Three Months Ended
March 31,
--------------------
2000 1999
--------- ----------
Earnings
Income (loss) before taxes and minority interest....... $ 29.5 $ 26.8
Adjustments:
Minority interest in losses of consolidated
subsidiaries........................................ --- ---
Undistributed (income) loss of less
than 50% owned investments........................ --- ---
Distributions from less than 50% owned investments... --- ---
Fixed charges........................................ 27.6 14.7
--------- --------
Earnings............................................... 57.1 41.5
--------- --------
Combined fixed charges, including
preferred accretion
Interest expense, including debt
discount amortization................................. 26.0 13.3
Accretion of redeemable convertible preferred stock.... --- ---
Amortization/writeoff of debt issuance costs........... 0.9 0.6
Portion of rental expense representative
of interest factor (assumed to be 33%)................ 0.7 0.8
--------- --------
Fixed charges.......................................... $ 27.6 $ 14.7
--------- --------
Ratio of earnings to combined fixed charges.............. 2.1x 2.8x
========= ========
Amount of earnings deficiency for coverage of
combined fixed charges............................... $ --- $ ---
========= ========
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1000
<S> <C>
<PERIOD-TYPE> 3-mos
<FISCAL-YEAR-END> DEC-31-2000
<PERIOD-START> JAN-1-2000
<PERIOD-END> MAR-31-2000
<CASH> 186,200
<SECURITIES> 0
<RECEIVABLES> 423,300
<ALLOWANCES> (5,600)
<INVENTORY> 635,600
<CURRENT-ASSETS> 1,337,800
<PP&E> 214,600
<DEPRECIATION> (59,300)
<TOTAL-ASSETS> 2,166,400
<CURRENT-LIABILITIES> 594,000
<BONDS> 1,069,800
0
0
<COMMON> 300
<OTHER-SE> 436,200
<TOTAL-LIABILITY-AND-EQUITY> 2,166,400
<SALES> 553,500
<TOTAL-REVENUES> 553,500
<CGS> 456,800
<TOTAL-COSTS> 456,800
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 26,000
<INCOME-PRETAX> 29,500
<INCOME-TAX> 9,400
<INCOME-CONTINUING> 20,100
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 20,100
<EPS-BASIC> 0.73
<EPS-DILUTED> 0.71
</TABLE>
