10-Q 1 l89556ae10-q.txt CONTINENTAL GLOBAL GROUP, ET AL 10-Q 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q --------- Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the Quarterly Period Ended June 30, 2001 Commission File No. 333-27665 CONTINENTAL GLOBAL GROUP, INC. ------------------------------ (Exact Name of Registrant as Specified in its Charter) Delaware 31-1506889 -------- ---------- (State or other Jurisdiction of (I.R.S. Employer Incorporation or Organization) Identification No.) CO-REGISTRANTS AND SUBSIDIARY GUARANTORS Continental Conveyor & Equipment Company Delaware 34-1603197 Goodman Conveyor Company Delaware 34-1603196 Continental Conveyor Continental Global Group, Inc. & Equipment Company Goodman Conveyor Company 438 Industrial Drive 438 Industrial Drive Route 178 South Winfield, Alabama 35594 Winfield, Alabama 35594 Belton, South Carolina 29627 (205) 487-6492 (205) 487-6492 (864) 338-7793

(Address, including zip code, and telephone number, including area code, of registrant's principal executive offices) 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 twelve months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes (x) No ( ) Indicate the number of shares outstanding of each of the issuer's classes of common stock as of the latest practical date. As of July 31, 2001, there were 100 shares of the registrant's common stock outstanding. 2 INDEX CONTINENTAL GLOBAL GROUP, INC.

3 PART I. FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS (UNAUDITED) 1 4 Continental Global Group, Inc. Condensed Consolidated Balance Sheets

See notes to condensed consolidated financial statements. 2 5 Continental Global Group, Inc. Condensed Consolidated Statements of Operations

See notes to condensed consolidated financial statements. 3 6 Continental Global Group, Inc. Condensed Consolidated Statements of Cash Flows

See notes to condensed consolidated financial statements. 4 7 Continental Global Group, Inc. Notes to Condensed Consolidated Financial Statements (Unaudited) June 30, 2001 A. BASIS OF PRESENTATION The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with 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 for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the six month period ended June 30, 2001 are not necessarily indicative of the results that may be expected for the year ending December 31, 2001. For further information, refer to the consolidated financial statements and footnotes of Continental Global Group, Inc. and subsidiaries for the year ended December 31, 2000, included in the Form 10-K filed by the Company on April 2, 2001. B. USE OF ESTIMATES The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates. C. INVENTORIES Inventories, which consist of raw materials, manufactured and purchased parts, and work in process, are stated at the lower of cost or market. Since inventory records are maintained on a job order basis, it is not practical to segregate inventories into their major classes. The cost for approximately 65% and 62% of inventories at June 30, 2001 and December 31, 2000, respectively, is determined using the last-in, first-out (LIFO) method with the remainder determined using the first-in, first-out (FIFO) method. Had the FIFO method of inventory (which approximates replacement cost) been used to cost all inventories, inventories would have increased by approximately $1,682,000 and $1,690,000 at June 30, 2001 and December 31, 2000, respectively. D. RESTRUCTURING CHARGES The Company incurred restructuring charges of approximately $210,000 in the first six months of 2000 related to its Australian and United Kingdom subsidiaries. Total restructuring charges incurred to date total approximately $2,715,000. In 1998, the Company executed a plan to close certain Australian manufacturing facilities and merge the operations with other existing facilities; in 1999 and 2000, the Company made further reductions in office staff and facilities. In the United Kingdom, following the acquisition of Huwood International (Huwood) in August 1998, the Company consolidated its existing operations and facilities into the Huwood operations. These restructuring charges consist primarily of severance of approximately 220 employees and relocation costs. As of June 30, 2001, the Company's Australian and United Kingdom subsidiaries have paid approximately $2,658,000 of the charges incurred to date. 5 8 Continental Global Group, Inc. Notes to Condensed Consolidated Financial Statements (Unaudited) June 30, 2001 E. COMPREHENSIVE LOSS The components of comprehensive loss for the three months and six months ended June 30, 2001 and 2000 are as follows:

F. INCOME TAXES Effective October 6, 2000, the Company and its domestic subsidiaries elected C Corporation status for United States income tax purposes. Since that date, income taxes have been provided using the liability method in accordance with FASB Statement No. 109, "Accounting for Income Taxes". Prior to October 6, 2000, the Company and its domestic subsidiaries had elected Subchapter S Corporation Status for United States income tax purposes. Accordingly, the Company's United States operations were not subject to income taxes as separate entities. The Company's United States income, through October 6, 2000, was included in the income tax returns of the sole stockholder. For tax reporting purposes, the Company will be included in the consolidated federal tax return of N.E.S. Investment Co. However, for financial reporting purposes, the Company's tax provision has been calculated on a stand-alone basis. The Company has subsidiaries located in Australia, the United Kingdom, and South Africa, which are subject to income taxes in their respective countries. 6 9 Continental Global Group, Inc. Notes to Condensed Consolidated Financial Statements (Unaudited) June 30, 2001 G. SEGMENT INFORMATION While the Company primarily manages its operations on a geographical basis, the Company operates in two principal business segments: conveyor equipment and manufactured housing products. The conveyor equipment business markets its products in four main business areas. The mining equipment business area includes the design, manufacture and testing (and, outside the United States, installation and maintenance) of complete belt conveyor systems and components for mining application primarily in the coal industry. The conveyor components business area manufactures and sells components for conveyor systems primarily for resale through distributor networks. The engineered systems business area uses specialized project management and engineering skills to combine mining equipment products, purchased equipment, steel fabrication and other outside services for sale as complete conveyor equipment systems that meet specific customer requirements. The bulk conveyor equipment business area designs and manufactures a complete range of conveyor equipment sold to transport bulk materials, such as cement, lime, food products and industrial waste. The Company's manufactured housing products business manufactures and/or refurbishes axle components sold directly to the manufactured housing industry. As part of this segment the Company also sells mounted tires and rims to the manufactured housing industry. Included in the other category is primarily the manufacture and sale of air filtration equipment for use in enclosed environments, principally in the textile industry. The manufacturing requirements for these products are generally compatible with conveyor equipment production and thus maximize utilization of the Company's manufacturing facilities for its primary products.

7 10 Continental Global Group, Inc. Notes to Condensed Consolidated Financial Statements (Unaudited) June 30, 2001 H. GUARANTOR AND NON-GUARANTOR SUBSIDIARIES The Company's domestic subsidiaries, Continental Conveyor & Equipment Company (CCE) and Goodman Conveyor Company (GCC), and certain of its Australian subsidiaries, all of which are wholly owned, are the guarantors of the $120 million Senior Notes. The guarantees are full, unconditional, and joint and several. Separate financial statements of these guarantor subsidiaries are not presented as management has determined that they would not be material to investors. The Company's United Kingdom and South African subsidiaries are not guarantors of the Senior Notes. Summarized consolidating balance sheets as of June 30, 2001 and December 31, 2000 for the Company, the guarantor subsidiaries, and the non-guarantor subsidiaries are as follows (in thousands):

8 11 Continental Global Group, Inc. Notes to Condensed Consolidated Financial Statements (Unaudited) June 30, 2001 H. GUARANTOR AND NON-GUARANTOR SUBSIDIARIES (CONTINUED)

9 12 Continental Global Group, Inc. Notes to Condensed Consolidated Financial Statements (Unaudited) June 30, 2001 H. GUARANTOR AND NON-GUARANTOR SUBSIDIARIES (CONTINUED) Summarized consolidating statements of operations for the three months and six months ended June 30, 2001 and 2000, respectively, for the Company, the guarantor subsidiaries, and the non-guarantor subsidiaries are as follows (in thousands):

10 13 Continental Global Group, Inc. Notes to Condensed Consolidated Financial Statements (Unaudited) June 30, 2001 H. GUARANTOR AND NON-GUARANTOR SUBSIDIARIES (CONTINUED)

11 14 Continental Global Group, Inc. Notes to Condensed Consolidated Financial Statements (Unaudited) June 30, 2001 H. GUARANTOR AND NON-GUARANTOR SUBSIDIARIES (CONTINUED) Summarized consolidating cash flow statements for the six months ended June 30, 2001 and 2000, respectively, for the Company, the guarantor subsidiaries, and the non-guarantor subsidiaries are as follows (in thousands):

12 15 Continental Global Group, Inc. Notes to Condensed Consolidated Financial Statements (Unaudited) June 30, 2001 H. GUARANTOR AND NON-GUARANTOR SUBSIDIARIES (CONTINUED)

I. SUBSEQUENT EVENT On July 19, 2001, the Company purchased certain assets in Alabama from Lippert Tire & Axle, Inc., for a purchase price of approximately $1,600,000. Lippert manufactures new axles and refurbishes used axles and tires for the manufactured housing industry. 13 16 Continental Global Group, Inc. Notes to Condensed Consolidated Financial Statements (Unaudited) June 30, 2001 J. NEW ACCOUNTING PRONOUNCEMENTS In July 2001, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards (SFAS) No. 141, "Business Combinations," and SFAS No. 142, "Goodwill and Other Intangible Assets". The provisions of SFAS No. 141 are effective for all business combinations accounted for by the purchase method that are completed after June 30, 2001. SFAS No. 142 is effective January 1, 2002 and applies to all goodwill and other intangible assets recognized in the Company's statement of financial position at that date, regardless of when those assets were initially recognized. Under SFAS No. 142, goodwill and intangible assets deemed to have indefinite lives will no longer be amortized but will be subject to annual impairment tests. Other intangible assets will continue to be amortized over their useful lives. The transition provisions in SFAS No. 142 provide that goodwill and intangible assets with indefinite lives acquired in a business combination completed after June 30, 2001 will not be amortized. The Company is currently evaluating the provisions of SFAS No. 141 an SFAS No. 142 and has not yet determined the effects of these Statements on the Company's financial position or results of operations. 14 17 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The following discussion should be read in conjunction with the Consolidated Financial Statements and related notes included in the Company's Form 10-K dated March 28, 2001. GENERAL The Company, through its subsidiaries, is primarily engaged in the manufacture and distribution of bulk material handling and replacement equipment, primarily for use in the mining industry. The Company is a holding company organized under the Delaware General Corporation law and conducts all of its business through its direct and indirect operating subsidiaries. The Company's direct operating subsidiaries are Continental Conveyor and Equipment Company and Goodman Conveyor Company. The Company also owns indirectly all of the capital stock of Continental Conveyor & Equipment Pty. Ltd., an Australian holding company that owns all of the capital stock of four Australian operating companies. The Company also owns indirectly all of the capital stock of Continental Conveyor Ltd., a U.K. operating company, and Continental MECO (Pty.) Ltd., a South African operating company. During 1998, the Company purchased the majority of the assets and assumed certain liabilities constituting a majority of the operations of Huwood International, a U.K. belt conveyor business. The operations of the Company's existing U.K. facilities were merged with the Huwood operations. RESULTS OF OPERATIONS The following table sets forth, on a comparative basis, selected income statement data as a percentage of net sales for the three months and six months ended June 30, 2001 and 2000. Three months ended Six months ended June 30 June 30 -------------------------- ------------------------- 2001 2000 2001 2000 Net sales 100.0% 100.0% 100.0% 100.0% Cost of products sold 82.9 84.7 82.4 84.4 Gross profit 17.1 15.3 17.6 15.6 SG&A expenses 9.9 13.7 11.2 13.6 Management fee 0.4 0.1 0.4 0.2 Amortization expense 0.3 0.4 0.3 0.4 Restructuring charges - 0.4 - 0.3 Operating income 6.5 0.7 5.7 1.1 THREE MONTHS ENDED JUNE 30, 2001, COMPARED TO THREE MONTHS ENDED JUNE 30, 2000: Net Sales --------- Net sales for the quarter increased $10.7 million, or 26%, from $40.9 million in 2000 to $51.6 million in 2001. The increase was the result of an increase in net sales at the Company's domestic and foreign operations of the conveyor equipment segment of $7.3 million and $5.9 million, respectively, offset by decreases in net sales in the manufactured housing and other segments of $2.3 million and $0.2 million, respectively. The increase in the domestic conveyor operations was due to increased spending by the Company's customers for replacement equipment and capital projects primarily in the mining equipment business. The increase in the foreign conveyor operations resulted from an increase in the standard manufactured products business primarily in the United Kingdom. The decrease in the manufactured housing segment was caused by the decrease by the Company's customers in the production and shipment of manufactured homes as a result of excess finished home inventory and the tight credit market. 15 18 Gross Profit ------------ Gross profit for the quarter increased $2.5 million, or 40%, from $6.3 million in 2000 to $8.8 million in 2001. Gross profit in the domestic and foreign operations of the conveyor equipment segment increased $1.1 million and $1.4 million, respectively. The improvement in the Company's domestic gross profit was due to increased sales volume in the mining equipment business. The improvement in gross profit in the foreign operations was due to improved margins resulting from a more favorable mixture of manufactured products which began in the first quarter combined with the effects of increased sales volume. SG&A Expenses ------------- SG&A expenses for the quarter decreased $0.5 million, or 9%, from $5.6 million in 2000 to $5.1 million in 2001. Approximately $0.4 million of the decrease occurred in the foreign operations of the Company's conveyor equipment segment due to the favorable impact of the restructuring initiatives. Operating Income ---------------- Operating income for the quarter increased $3.1 million, or 1000%, from $0.3 million in 2000 to $3.4 million in 2001. This increase was primarily the result of the $2.5 million increase in gross profit combined with the $0.5 million decrease in SG&A expenses. SIX MONTHS ENDED JUNE 30, 2001, COMPARED TO SIX MONTHS ENDED JUNE 30, 2000: Net Sales --------- Net sales for the six-month period increased $7.4 million, or 9%, from $83.1 million in 2000 to $90.5 million in 2001. Net sales in the domestic operations of the Company's conveyor equipment segment increased $7.7 million due to spending increases by the Company's customers for replacement equipment and capital projects primarily in the mining equipment business. Net sales in the foreign operations of the Company's conveyor equipment segment increased $6.2 million as a result of an increase in the standard manufactured products business primarily in the United Kingdom. Net sales in the manufactured housing segment decreased $6.0 million due to the decrease by the Company's customers in the production and shipment of manufactured homes as a result of excess finished home inventory and the tight credit market. Net sales in the other segment decreased $0.5 million. Gross Profit ------------ Gross profit for the six-month period increased $3.0 million, or 23%, from $12.9 million in 2000 to $15.9 million in 2001. Gross profit in the domestic operations of the conveyor equipment segment increased $1.3 million primarily due to increased sales volume in the mining equipment business. Gross profit in the foreign operations of the conveyor equipment segment increased $1.9 million as a result of improved margins due to a more favorable mixture of manufactured products and increased sales volume. Gross profit in the manufactured housing and other segments decreased $0.2 million. SG&A Expenses ------------- SG&A expenses for the six-month period decreased $1.1 million, or 10%, from $11.3 million in 2000 to $10.2 million in 2001. Approximately $0.9 million of the decrease occurred in the foreign operations of the Company's conveyor equipment segment due to the favorable impact of the restructuring initiatives. 16 19 Operating Income ---------------- Operating income for the six-month period increased $4.2 million, or 467%, from $0.9 million in 2000 to $5.1 million in 2001. This increase was primarily the result of the $3.0 million increase in gross profit combined with the $1.1 million decrease in SG&A expenses. Backlog ------- Backlog at June 30, 2001 was $49.2 million, an increase of $13.4 million, or 37%, from $35.8 million at December 31, 2000 and was only slightly less than the $52.3 million backlog at March 31, 2001. The increase was attributable to a $12.3 million increase in the Company's domestic operations of the conveyor equipment segment and a $1.1 million increase in the Company's foreign operations of the conveyor equipment segment. Management believes that approximately 90% of the backlog will be shipped in 2001. LIQUIDITY AND CAPITAL RESOURCES Net cash used in operating activities was $1.8 million and $5.0 million for the six months ending June 30, 2001 and 2000, respectively. Net cash used in operating activities in 2001 resulted from a net loss of $2.3 million and a net increase in operating assets and liabilities of $0.2 million, offset by non-cash expenses such as depreciation, amortization, and deferred income taxes of $0.7 million. Net cash used in operating activities in 2000 resulted primarily from a net loss of $6.4 million and a net increase in operating assets and liabilities of $0.4 million, offset by depreciation and amortization of $1.8 million. Net cash used in investing activities was $0.4 million and $1.0 million for the six months ending June 30, 2001 and 2000, respectively. The net cash used in investing activities represents net purchases of property, plant, and equipment for both years. Net cash provided by financing activities was $1.5 million and $4.7 million for the six months ending June 30, 2001 and 2000, respectively. Net cash provided by financing activities in 2001 represents a net increase in borrowings on notes payable of $2.0 million offset by principal payments on long-term obligations of $0.5 million. The increase in borrowings on notes payable was due to an increase of $1.2 million at the Company's domestic operations and an increase of $0.8 million at the Company's foreign operations. Net cash provided by financing activities in 2000 resulted from a net increase in borrowings on notes payable of $4.9 million and proceeds from long-term obligations of $0.8 million, offset by principal payments on long-term obligations of $1.0 million. The increase in borrowings on notes payable was due to an increase of $3.8 million at the Company's domestic operations and an increase of $1.1 million at the Company's foreign operations. The proceeds from long-term obligations of $0.8 million completed the financing for the new idler line at the Company's domestic operations which began in 1999. At June 30, 2001, the Company had cash and cash equivalents of approximately $16.2 million and approximately $9.9 million available for use under its domestic credit facility, representing approximately $26.1 million of liquidity. On July 19, 2001, the Company purchased certain assets in Alabama from Lippert Tire & Axle, Inc., for a purchase price of approximately $1.6 million. 17 20 INTERNATIONAL OPERATIONS The Company transacts business in a number of countries throughout the world and has facilities in the United States, Australia, the United Kingdom, and South Africa. As a result, the Company is subject to business risks inherent in non-U.S. operations, including political and economic uncertainty, import and export limitations, exchange controls and currency fluctuations. The Company believes that the risks related to its foreign operations are mitigated by the relative political and economic stability of the countries in which its largest foreign operations are located. As the U.S. dollar strengthens and weakens against foreign currencies in which the Company transacts business, its financial results will be affected. The principal foreign currencies in which the Company transacts business are the Australian dollar, the British pound sterling, and the South African rand. The fluctuation of the U.S. dollar versus other currencies resulted in decreases to stockholder's equity of approximately $1.0 million and $1.3 million for the six months ended June 30, 2001 and 2000, respectively. NEW ACCOUNTING PRONOUNCEMENTS In July 2001, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards (SFAS) No. 141, "Business Combinations," and SFAS No. 142, "Goodwill and Other Intangible Assets". The provisions of SFAS No. 141 are effective for all business combinations accounted for by the purchase method that are completed after June 30, 2001. SFAS No. 142 is effective January 1, 2002 and applies to all goodwill and other intangible assets recognized in the Company's statement of financial position at that date, regardless of when those assets were initially recognized. Under SFAS No. 142, goodwill and intangible assets deemed to have indefinite lives will no longer be amortized but will be subject to annual impairment tests. Other intangible assets will continue to be amortized over their useful lives. The transition provisions in SFAS No. 142 provide that goodwill and intangible assets with indefinite lives acquired in a business combination completed after June 30, 2001 will not be amortized. The Company is currently evaluating the provisions of SFAS No. 141 an SFAS No. 142 and has not yet determined the effects of these Statements on the Company's financial position or results of operations. CAUTIONARY STATEMENT FOR SAFE HARBOR PURPOSES This Management's Discussion and Analysis of Financial Condition and Results of Operations (MD&A) contains forward-looking statements within the meaning of the federal securities laws. As a general matter, forward-looking statements are those focused upon future plans, objectives or performance as opposed to historical items and include statements of anticipated events or trends and expectations and beliefs relating to matters that are not historical in nature. Such forward looking statements are subject to uncertainties and factors relating to the Company's operations and business environment, all of which are difficult to predict and many of which are beyond the control of the Company, that could cause actual results of the Company to differ materially from those matters expressed in or implied by such forward-looking statements. 18 21 ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK The following table provides information about the Company's Senior Notes. The table presents principal cash flows and interest rate by expected maturity date. Interest Rate Sensitivity Principal Amount by Expected Maturity Average Interest Rate

The Company's interest income and expense are most sensitive to changes in the general level of U.S. interest rates. In this regard, changes in U.S. interest rates affect the interest earned on the Company's cash equivalents as well as interest paid on its debt. To mitigate the impact of fluctuations in U.S. interest rates, the Company generally borrows on a long-term basis to maintain a debt structure that is fixed rate in nature. A portion of the Company's operations consists of manufacturing and sales activities in foreign jurisdictions. The Company manufactures and sells its products in the United States, Australia, the United Kingdom, and South Africa. As a result, the Company's financial results could be significantly affected by factors such as changes in foreign currency exchange rates or weak economic conditions in the foreign markets in which the Company distributes its products. The Company's operating results are exposed to changes in exchange rates between the U.S. dollar and the Australian dollar, the British pound sterling, and the South African rand. The Company entered into a foreign currency forward contract to reduce the Company's exposure to the risk that the eventual net cash inflows resulting from the sale of products denominated in a currency other than the businesses functional currency will be adversely impacted by changes in the exchange rate of the Australian dollar. 19 22 PART II. OTHER INFORMATION ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K (a) Exhibits: Refer to the index of exhibits. (b) On April 3, 2001, the Company filed an 8-K related to the Offer to Purchase outstanding Senior Notes. On May 15, 2001, the Company filed an 8-K related to the expiration of the Offer to Purchase outstanding Senior Notes. 20 23 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. CONTINENTAL GLOBAL GROUP, INC. By: /s/ Jimmy L. Dickinson ---------------------- Jimmy L. Dickinson Vice President and Chief Financial Officer (As duly authorized representative and as Principal Financial and Accounting Officer) CONTINENTAL CONVEYOR & EQUIPMENT COMPANY By: /s/ Jimmy L. Dickinson ---------------------- Jimmy L. Dickinson Vice President - Finance (As duly authorized representative and as Principal Financial and Accounting Officer) GOODMAN CONVEYOR COMPANY By: /s/ Mark Etchberger ------------------- Mark Etchberger Controller (As duly authorized representative and as Principal Financial and Accounting Officer) Date: August 14, 2001 21 24 Continental Global Group, Inc. Form 10-Q Index of Exhibits Exhibit Number Description of Exhibit ------ ---------------------- 3.1 (a) Certificate of Incorporation of Continental Global Group, Inc., as currently in effect. * (b) Certificate of Amendment of Certificate of Incorporation of Continental Global Group, Inc. (Filed as Exhibit 3.1(b) to the Company's Form 10-Q for the quarter ended September 30, 2000, and is incorporated herein by reference.) 3.2 By-Laws of Continental Global Group, Inc., as currently in effect. * 3.3 Certificate of Incorporation of Continental Conveyor & * Equipment Company, as currently in effect. 3.4 By-Laws of Continental Conveyor & Equipment Company, as currently in effect. * 3.5 Certificate of Incorporation of Goodman Conveyor Company, as currently in effect. * 3.6 By-Laws of Goodman Conveyor Company, as currently in effect. * 4.1 Indenture, dated as of April 1, 1997, among Continental * Global Group, Inc., Continental Conveyor & Equipment Company, Goodman Conveyor Company, and the Trustee (containing, as exhibits, specimens of the Series A Notes and the Series B Notes). 10.1 (a) Revolving Credit Facility, dated as of September 14, 1992, as * amended by Amendments I, II, and III, among Continental Conveyor & Equipment Company, Goodman Conveyor Company, and Bank One, Cleveland, NA. (b) Amendment IV, dated as of December 31, 1998, to the Revolving Credit Facility, dated as of September 14, 1992, among Continental Conveyor & Equipment Company, Goodman Conveyor Company, and Bank One, Cleveland, NA. (Filed as Exhibit 10.1 (b) to the Company's Form 10-Q for the quarter ended March 31, 1999, and is incorporated herein by reference.) (c) Letter of Amendment, dated as of July 26, 1999, to the Revolving Credit Facility, dated as of September 14, 1992, among Continental Conveyor & Equipment Company, Goodman Conveyor Company, and Bank One, Cleveland, NA. (Filed as Exhibit 10.1 (c) to the Company's Form 10-Q for the quarter ended June 30, 1999, and is incorporated herein by reference.) (d) Letter of Amendment, dated as of November 4, 1999, to the Revolving Credit Facility, dated as of September 14, 1992, among Continental Conveyor & Equipment Company, Goodman Conveyor Company, and Bank One, Cleveland, NA. (Filed as Exhibit 10.1 (d) to the Company's Form 10-Q for the quarter ended September 30, 1999, and is incorporated herein by reference.) (e) Amendment VI, dated as of March 28, 2000, to the Revolving Credit Facility, dated as of September 14, 1992, among Continental Conveyor & Equipment Company, Goodman Conveyor Company, and Bank One, Cleveland, NA. (Filed as Exhibit 10.1 (e) to the Company's Form 10-K for the year ended December 31, 1999, and is incorporated herein by reference.) 22 25 Continental Global Group, Inc. Form 10-Q Index of Exhibits (Continued) 10.1 (f) Letter of Amendment, dated as of March 29, 2001, to the Revolving Credit Facility, dated as of September 14, 1992, among Continental Conveyor & Equipment Company, Goodman Conveyor Company, and Bank One, Cleveland, NA. (Filed as Exhibit 10.1(f) to the Company's Form 10-K for the year ended December 31, 2000, and is incorporated herein by reference.) 10.2 Management Agreement, dated as of April 1, 1997, between * Continental Global Group, Inc. and Nesco, Inc. Certain instruments with respect to long-term debt have not been filed as exhibits as the total amount of securities authorized under any one of such instruments does not exceed 10 percent of the total assets of the registrant and its subsidiaries on a consolidated basis. The registrant agrees to furnish to the Commission a copy of each such instrument upon request. * Incorporated by reference from Form S-4 Registration Number 333-27665 filed under the Securities Act of 1933. 23

CONTINENTAL GLOBAL GROUP INC 10-Q