10-Q 1 form10q63002.txt CONTINENTAL GLOBAL GROUP, INC. 6-30-02 FORM 10-Q 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, 2002 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 & Equipment Continental Global Group, Inc. 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, 2002, there were 100 shares of the registrant's common stock outstanding. INDEX CONTINENTAL GLOBAL GROUP, INC.

Part I. Financial Information Item 1. Financial Statements (Unaudited) 1 Continental Global Group, Inc. Condensed Consolidated Balance Sheets

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

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

See notes to condensed consolidated financial statements. 4 Continental Global Group, Inc. Notes to Condensed Consolidated Financial Statements (Unaudited) June 30, 2002 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, 2002 are not necessarily indicative of the results that may be expected for the year ending December 31, 2002. For further information, refer to the consolidated financial statements and footnotes of Continental Global Group, Inc. and subsidiaries for the year ended December 31, 2001, included in the Form 10-K filed by the Company on March 29, 2002. Certain amounts from the prior year financial statements have been reclassified to conform to current year presentation. These reclassifications had no impact on operating income or net loss. B. Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States 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. Derivative Instruments At June 30, 2002, the Company is party to a foreign currency forward contract maturing during 2002. The counterparty to the contract is a major U.S. commercial bank. Management believes that losses related to credit risk is remote. The Company entered into the foreign currency forward contract to hedge certain firm sales commitments denominated in a foreign currency. The fair value of the Company's foreign currency forward contract is estimated based on the quoted market price of a comparable contract. The fair value of the forward contract is included in other current assets on the June 30, 2002 balance sheet. There was no hedge ineffectiveness recognized in the statement of operations during the current quarter. Based on the maturity of the contract and the nature of the hedging relationship, the unrecognized amounts in accumulated other comprehensive loss will be reclassified into the statement of operations during 2002 at the time the firm commitment is recognized. 5 Continental Global Group, Inc. Notes to Condensed Consolidated Financial Statements (Unaudited) June 30, 2002 D. 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 66% and 67% of inventories at June 30, 2002 and December 31, 2001, 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 $1,140,000 at June 30, 2002 and December 31, 2001. E. Comprehensive Loss The components of comprehensive loss for the three months and six months ended June 30, 2002 and 2001 are as follows:

F. Income Taxes Income taxes are provided using the liability method in accordance with FASB Statement No. 109, "Accounting for Income Taxes". For tax reporting purposes, the Company is 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 Continental Global Group, Inc. Notes to Condensed Consolidated Financial Statements (Unaudited) June 30, 2002 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 tire and rim assemblies to the manufactured housing industry. During 2001, the Company acquired certain assets in Alabama from Lippert Tire & Axle, Inc. The Company's existing Alabama operations of its manufactured housing products segment have been combined with the Lippert operations. 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 Continental Global Group, Inc. Notes to Condensed Consolidated Financial Statements (Unaudited) June 30, 2002 G. Segment Information (Continued)

8 Continental Global Group, Inc. Notes to Condensed Consolidated Financial Statements (Unaudited) June 30, 2002 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 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, 2002 and December 31, 2001 for the Company, the guarantor subsidiaries, and the non-guarantor subsidiaries are as follows (in thousands):

9 Continental Global Group, Inc. Notes to Condensed Consolidated Financial Statements (Unaudited) June 30, 2002 H. Guarantor and Non-Guarantor Subsidiaries (Continued)

10 Continental Global Group, Inc. Notes to Condensed Consolidated Financial Statements (Unaudited) June 30, 2002 H. Guarantor and Non-Guarantor Subsidiaries (Continued) Summarized consolidating statements of operations for the three months and six months ended June 30, 2002 and 2001, respectively, for the Company, the guarantor subsidiaries, and the non-guarantor subsidiaries are as follows (in thousands):

11 Continental Global Group, Inc. Notes to Condensed Consolidated Financial Statements (Unaudited) June 30, 2002 H. Guarantor and Non-Guarantor Subsidiaries (Continued)

Summarized consolidating cash flow statements for the six months ended June 30, 2002 and 2001, respectively, for the Company, the guarantor subsidiaries, and the non-guarantor subsidiaries are as follows (in thousands):

12 Continental Global Group, Inc. Notes to Condensed Consolidated Financial Statements (Unaudited) June 30, 2002 H. Guarantor and Non-Guarantor Subsidiaries (Continued)

I. New Accounting Pronouncements In July 2001, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards (SFAS) No. 142, "Goodwill and Other Intangible Assets". SFAS No. 142 was effective January 1, 2002 and applies to all goodwill and other intangible assets recognized in the Company's statement of financial position, regardless of when those assets were initially recognized. Under SFAS No. 142, goodwill and intangible assets deemed to have indefinite lives are no longer amortized but are subject to annual impairment tests. Other intangible assets will continue to be amortized over their useful lives. 13 Continental Global Group, Inc. Notes to Condensed Consolidated Financial Statements (Unaudited) June 30, 2002 I. New Accounting Pronouncements (Continued) On January 1, 2002, the Company adopted SFAS No. 142. This Statement requires goodwill and other intangibles that have indefinite lives to be tested for impairment at least annually, using a two step process. The first step identifies if there is impairment using a fair-value-based test and the second step determines the amount of the impairment. Step one, which was completed in the second quarter of 2002, indicated potential impairment and, therefore, step two is in process to determine the amount of the impairment. Based on findings from step one, the Company expects to record a non-cash impairment write-down related to the goodwill from the acquisition of the Company's Australian subsidiary, which is part of the Company's conveyor equipment segment. This transition adjustment will be reported as a cumulative effect of a change in accounting principle and will be recorded upon completion of the step two analysis. The following table reflects the consolidated results adjusted as though the adoption of SFAS No. 142 had occurred in the first quarter of 2001:

The carrying amounts and related accumulated amortization balances of the Company's other intangible assets as of June 30, 2002 and December 31, 2001 are listed below:

The change in goodwill reflected on the balance sheet from December 31, 2001 to June 30, 2002 resulted entirely from foreign currency translation. Unamortized intangible assets consist primarily of intangible assets related to a minimum pension liability for the Company's pension plan. Estimated amortization expense related to other intangible assets for each of the next five fiscal years is: 2002 $ 113,146 2003 27,810 2004 26,360 2005 26,360 2006 17,117 ---------------- Total $ 210,793 ================ 14 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, 2002. 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 (i) Continental Conveyor & Equipment Pty. Ltd., an Australian holding company that owns all of the capital stock of four Australian operating companies; (ii) Continental Conveyor Ltd., a U.K. operating company; and (iii) Continental MECO (Pty.) Ltd., a South African operating company. In July 2001, the Company acquired certain assets in Alabama from Lippert Tire & Axle, Inc ("Lippert acquisition"). The Company's existing Alabama operations of its manufactured housing products segment have been combined with the Lippert 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, 2002 and 2001.

Three months ended June 30, 2002, compared to three months ended June 30, 2001: Net Sales --------- Net sales for the quarter decreased $5.7 million, or 11%, from $51.8 million in 2001 to $46.1 million in 2002. Net sales in the domestic operations of the Company's conveyor equipment segment decreased $10.4 million primarily due to the continued lower capital spending by the Company's major customers in the coal industry. Net sales in the foreign operations of the Company's conveyor equipment segment decreased $0.6 million, primarily due to a decrease at the Company's Australian subsidiary. Net sales in the Company's manufactured housing segment increased $5.4 million primarily due to the Lippert acquisition. Net sales in the other segment decreased $0.1 million. 15 Gross Profit ------------ Gross profit for the quarter decreased $0.5 million, or 6%, from $8.9 million in 2001 to $8.4 million in 2002. Gross profit in the domestic operations of the Company's conveyor equipment segment decreased $1.8 million due to lower sales volume. Gross profit in the foreign operations of the Company's conveyor equipment segment increased $0.7 million due to improved margins in the Company's Australian and United Kingdom subsidiaries. Gross profit in the Company's manufactured housing segment increased $0.6 million due to increased sales and improved profit margins resulting from the Lippert acquisition and the subsequent consolidation of the existing operations into the acquired facility. As a result of the margin improvement in the Company's foreign operations combined with the contribution by the Company's manufactured housing segment, gross profit as a percentage of sales increased from 17.2% in 2001 to 18.3% in 2002. SG&A Expenses ------------- SG&A expenses for the quarter increased $0.4 million, or 8%, from $5.2 million in 2001 to $5.6 million in 2002. This increase was evenly divided between the domestic and foreign operations of the Company's conveyor equipment segment. Domestic sales and marketing expenses increased due to higher advertising and travel expenses combined with increased general liability insurance costs. Expense in the foreign operations increased due to increased marketing personnel and was also negatively impacted by increased insurance costs. For the quarter, domestic administrative expenses increased due to higher license and franchise taxes as a result of the change in corporate status and due to increased other expenses. Operating Income ---------------- Operating income for the quarter decreased $0.8 million, or 23%, from $3.4 million in 2001 to $2.6 million in 2002. The decrease resulted from the $0.5 million decrease in gross profit combined with the $0.4 million increase in SG&A expenses and partially offset by a $0.1 million decrease in amortization expense. Six months ended June 30, 2002, compared to six months ended June 30, 2001: Net Sales --------- Net sales for the six-month period increased $0.8 million, or 1%, from $90.8 million in 2001 to $91.6 in 2002. Net sales in the domestic operations of the Company's conveyor equipment segment decreased $13.0 million due to lower capital spending by the Company's major customers in the coal industry. Net sales in the foreign operations of the Company's conveyor equipment segment increased $3.9 million due primarily to increases at the Company's Australian and United Kingdom subsidiaries. The sales increases in Australia and the United Kingdom resulted from new mining projects for conveyor equipment. Net sales in the Company's manufactured housing segment increased $10.1 million, primarily due to the Lippert acquisition. Net sales in the other segment decreased $0.2 million. Gross Profit ------------ Gross profit for the six-month period increased $0.3 million, or 2%, from $16.1 million in 2001 to $16.4 million in 2002. Gross profit in the domestic operations of the Company's conveyor equipment segment decreased $2.4 million due to lower sales volume. Gross profit in the foreign operations of the Company's conveyor equipment segment increased $1.7 million due to increased sales and improved margins at the Company's Australian subsidiary. Gross profit in the Company's manufactured housing segment increased $1.0 million due to increased sales and improved profit margins resulting from the Lippert acquisition and the subsequent consolidation of the existing operations. 16 SG&A Expenses ------------- SG&A expenses for the six-month period increased $0.8 million, or 8%, from $10.4 million in 2001 to $11.2 million in 2002. Expenses in the domestic and foreign operations of the Company's conveyor equipment segment increased $0.5 million and $0.3 million, respectively. Domestic sales and marketing expenses increased due to higher advertising and travel expenses and increases in general liability insurance costs. The increase in the foreign operations is due to increased marketing personnel and also from increased insurance costs. Operating Income ---------------- Operating income for the six-month period decreased $0.3 million, or 6%, from $5.1 million in 2001 to $4.8 million in 2002. This decrease primarily resulted from the $0.8 million increase in SG&A expenses, partially offset by the $0.3 million increase in gross profit and a $0.2 million decrease in amortization expense. Backlog ------- Backlog at June 30, 2002 was $55.0 million, an increase of $13.7 million, or 33%, from $41.3 million at December 31, 2001 and an increase of $3.8 million or 7%, from $51.2 million at March 31, 2002. The increase from December was attributable to an increase of $8.8 million in the foreign operations of the Company's conveyor equipment segment and an increase of $4.9 million in the domestic operations of the Company's conveyor equipment segment. The increase from March was attributable to an increase of $7.2 million in the domestic operations of the Company's conveyor equipment segment offset by a decrease of $3.4 million in the foreign operations of the Company's conveyor equipment segment. Management believes that approximately 75% of the backlog will be shipped in 2002. Liquidity and Capital Resources Net cash used in operating activities was $2.3 million and $1.8 million for the six months ending June 30, 2002 and 2001, respectively. The net cash used in operating activities in 2002 resulted from a net loss of $2.5 million and a net increase in operating assets and liabilities of $0.9 million offset by non-cash expenses such as depreciation, amortization, and deferred income taxes of $1.1 million. The 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 of $0.7 million. Net cash used in investing activities was $0.4 million for the six months ending June 30, 2002 and 2001, and represents net purchases of property, plant, and equipment for both years. Net cash provided by (used in) financing activities was $(0.03) million and $1.5 million for the six months ending June 30, 2002 and 2001, respectively. Net cash used in financing activities in 2002 represents a net increase in borrowings on notes payable of $0.49 million offset by principal payments on long-term obligations of $0.52 million. 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 Company's primary capital requirements consist of capital expenditures and debt service. The Company expects current financial resources, existing lines of credit, and funds from operations to be adequate to meet anticipated cash requirements. At June 30, 2002, the Company had cash and cash equivalents of approximately $12.0 million and approximately $8.7 million available for use under its domestic credit facility, representing approximately $20.7 million of liquidity. 17 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 increases (decreases) to stockholder's equity (deficit) of approximately $0.8 million and $(1.0) million for the six months ended June 30, 2002 and 2001, respectively. New Accounting Pronouncements In July 2001, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards (SFAS) No. 142, "Goodwill and Other Intangible Assets". SFAS No. 142 was effective January 1, 2002 and applies to all goodwill and other intangible assets recognized in the Company's statement of financial position, regardless of when those assets were initially recognized. Under SFAS No. 142, goodwill and intangible assets deemed to have indefinite lives are no longer amortized but are subject to annual impairment tests. Other intangible assets will continue to be amortized over their useful lives. On January 1, 2002, the Company adopted SFAS No. 142. This Statement requires goodwill and other intangibles that have indefinite lives to be tested for impairment at least annually, using a two step process. The first step identifies if there is impairment using a fair-value-based test and the second step determines the amount of the impairment. Step one, which was completed in the second quarter of 2002, indicated potential impairment and, therefore, step two is in process to determine the amount of the impairment. Based on findings from step one, the Company expects to record a non-cash impairment write-down related to the goodwill from the acquisition of the Company's Australian subsidiary, which is part of the Company's conveyor equipment segment. This transition adjustment will be reported as a cumulative effect of a change in accounting principle and will be recorded upon completion of the step two analysis. 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 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.

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. 19 Part II. Other Information Item 6. Exhibits and Reports on Form 8-K (a) Exhibits: Refer to the index of exhibits. (b) No reports on Form 8-K were filed during the quarter ended June 30, 2002. 20 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/ J. Mark Etchberger J. Mark Etchberger Controller (As duly authorized representative and as Principal Financial and Accounting Officer) Date: August 13, 2002 21 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.) 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.) (g) Letter of Amendment, dated as of March 25, 2002, 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(g) to the Company's Form 10-K for the year ended December 31, 2001, 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.

CONTINENTAL CONVEYOR & EQUIPMENT CO 10-Q