-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, TjbS1ZQfmrDH10esu4hJjGo/QlpzN/v0wJbjjUS5LI3vLviuqm4tsnGs9dbJY4eF 5hR+dOfRuwlYTDXlOPQnYw== 0000097216-04-000362.txt : 20041104 0000097216-04-000362.hdr.sgml : 20041104 20041104142826 ACCESSION NUMBER: 0000097216-04-000362 CONFORMED SUBMISSION TYPE: 8-K/A PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20041027 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20041104 DATE AS OF CHANGE: 20041104 FILER: COMPANY DATA: COMPANY CONFORMED NAME: TEREX CORP CENTRAL INDEX KEY: 0000097216 STANDARD INDUSTRIAL CLASSIFICATION: INDUSTRIAL TRUCKS TRACTORS TRAILERS & STACKERS [3537] IRS NUMBER: 341531521 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-10702 FILM NUMBER: 041119219 BUSINESS ADDRESS: STREET 1: 500 POST ROAD EAST STREET 2: STE 320 CITY: WESTPORT STATE: CT ZIP: 06880 BUSINESS PHONE: 2032227170 MAIL ADDRESS: STREET 1: 500 POST ROAD EAST STREET 2: STE 320 CITY: WESTPORT STATE: CT ZIP: 06880 FORMER COMPANY: FORMER CONFORMED NAME: BLACK MAMMOTH CONSOLIDATED MINING CO DATE OF NAME CHANGE: 19671002 8-K/A 1 f8ka11042004amend2.txt TEREX CORP. 8-K/A AMENDMENT 2 ================================================================================ UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A AMENDMENT NO. 2 TO CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported) October 27, 2004 ---------------- TEREX CORPORATION - -------------------------------------------------------------------------------- (Exact Name of Registrant as Specified in Charter) Delaware 1-10702 34-1531521 - -------------------------------------------------------------------------------- (State or Other Jurisdiction (Commission (IRS Employer of Incorporation) File Number) Identification No.) 500 Post Road East, Suite 320, Westport, Connecticut 06880 - -------------------------------------------------------------------------------- (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code (203) 222-7170 -------------- NOT APPLICABLE - -------------------------------------------------------------------------------- (Former Name or Former Address, if Changed Since Last Report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below): [ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) ================================================================================ Item 2.02. Results of Operations and Financial Condition. On November 4, 2004, Terex Corporation (the "Company") issued a press release revising certain historical segment results for the three and nine month periods ended September 30, 2003 as previously presented in its press release dated October 27, 2004, releasing and reviewing the Company's financial results for its fiscal quarter and nine month period ended September 30, 2004. A copy of the press release containing the corrected information is attached as Exhibit 99.1 to this Form 8-K/A. A press release dated November 4, 2004 attached to the Form 8-K/A filed previously today by the Company was not released and should be disregarded. In addition, the Company has made available on its website, www.terex.com, a copy of its October 27, 2004 release incorporating the corrected information, as well as a document presenting its historical financial performance, by segment, on a quarterly basis, commencing with the first quarter of 2003. Item 9.01. Financial Statements and Exhibits. (c) Exhibits 99.1 Press release of Terex Corporation issued on November 4, 2004. 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 hereunto duly authorized. Date: November 4, 2004 TEREX CORPORATION By: /s/ Mark Cohen Mark Cohen Vice President and Controller - 2 - EX-99 2 ex99-1.txt TEREX CORP. PRESS RELEASE 11-04-04 AMENDMENT 2 [TEREX LOGO] NEWS RELEASE NEWS RELEASE NEWS RELEASE For information contact: Tom Gelston - Director, Investor Relations (203) 222-5943 TEREX CORRECTS THIRD QUARTER SEGMENT BREAKDOWN WESTPORT, CT, November 4, 2004 -- Terex Corporation (NYSE: TEX) previously announced that effective for the third quarter of 2004, it has realigned certain operations in an effort to strengthen its ability to service customers and to recognize certain organizational efficiencies. The Materials Processing Group, formerly part of the Roadbuilding, Utility Products and Other Segment, is now consolidated with the Terex Mining Group under the Terex Materials Processing & Mining Segment. The Terex Light Construction and Load King businesses, formerly part of the Roadbuilding, Utility Products and Other Segment, are now part of the Aerial Work Platforms Segment. Terex today announced that it has revised certain historical segment results for the three month and nine month periods ended September 30, 2003 as previously presented in its press release dated October 27, 2004 reporting its results of the third quarter of 2004. These revisions correct the allocation of certain items among the segments, namely the reporting of certain product lines, allocation of special items including the second quarter of 2003 goodwill impairment charge, and intercompany eliminations between Terex's Materials Processing & Mining Segment and its Roadbuilding, Utility Products and Other Segment resulting from the realignment of these two segments. These corrections do not impact Terex's consolidated financial results for the three month and nine month periods ended September 30, 2004. Financial tables reflecting the correct historical segment data for the three months and nine months ended September 30, 2004 and September 30, 2003 are attached to this release. Terex has made available on its website, www.terex.com, a copy of its October 27, 2004 release incorporating this corrected information. Additionally, Terex has made available on its website a document presenting its historical financial performance, by segment, on a quarterly basis, commencing with the first quarter of 2003, and reflecting the new reporting structure. Safe Harbor Statement The above contains forward-looking statements based on Terex's current expectations and projections about future events. Because forward-looking statements involve risks and uncertainties, actual results could differ materially. Such risks and uncertainties, many of which are beyond Terex's control, include among others: Terex's business is highly cyclical and weak general economic conditions may affect the sales of its products and its financial results; the sensitivity of construction, infrastructure and mining activity and products produced for the military to interest rates and government spending; the ability to successfully integrate acquired businesses; the retention of key management personnel; Terex'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; Terex's business is international in nature and is subject to changes in exchange rates between currencies, as well as international politics; the ability of suppliers to timely supply Terex parts and components at competitive prices; the financial condition of suppliers and customers, and their continued access to capital; Terex's ability to timely manufacture and deliver products to customers; Terex's significant amount of debt and its need to comply with restrictive covenants contained in Terex's debt agreements; compliance with applicable environmental laws and regulations; until the review by Terex of its intercompany accounts is concluded, no assurance can be given that the financial statement adjustments, impacts and periods described in this or other Terex press release are final or that there may not be additional adjustments to the financial statements identified; and other factors, risks, uncertainties more specifically set forth in Terex's public filings with the SEC. Actual events or the actual future results of Terex may differ materially from any forward looking statement due to those and other risks, uncertainties and significant factors. The forward-looking statements herein speak only as of the date of this release. Terex expressly disclaims any obligation or undertaking to release publicly any updates or revisions to any forward-looking statement included in this release to reflect any changes in Terex's expectations with regard thereto or any changes in events, conditions, or circumstances on which any such statement is based. Terex Corporation is a diversified global manufacturer with 2003 net sales of $3.9 billion. The Company operates in five business segments: Terex Construction, Terex Cranes, Terex Aerial Work Platforms, Terex Materials Processing & Mining, and Terex Roadbuilding, Utility Products and Other. Terex manufactures a broad range of equipment for use in various industries, including the construction, infrastructure, quarrying, recycling, surface mining, shipping, transportation, refining, utility and maintenance industries. Terex offers a complete line of financial products and services to assist in the acquisition of Terex equipment through Terex Financial Services. More information on Terex can be found at www.terex.com. ### Terex Corporation 500 Post Road East, Suite 320, Westport, Connecticut 06880 Telephone: (203) 222-7170, Fax: (203) 222-7976, www.terex.com 2
Table I TEREX CORPORATION AND SUBSIDIARIES (in millions) (unaudited) For the Three Months Ended September 30, ------------------------------------------------------------------------------------------ 2004 2003 --------------------------------------------- ------------------------------------------ Special Excluding Special Excluding GAAP Items Special Items GAAP Items Special Items --------------------------------------------- ------------------------------------------ Sales Construction (1)..................... $ 418.5 $ --- $ 418.5 $ 307.2 $ --- $ 307.2 Cranes (2)........................... 269.3 --- 269.3 234.1 --- 234.1 Aerial Work Platforms ............... 235.8 --- 235.8 150.7 --- 150.7 Materials Processing & Mining ....... 160.4 --- 160.4 90.1 --- 90.1 Roadbuilding, Utility Products & Other ............................. 190.4 --- 190.4 124.3 --- 124.3 Corp / Eliminations ................. (22.6) --- (22.6) --- --- --- -------------- ------------- ---------------- ------------- ------------- ------------- Total............................. $ 1,251.8 $ --- $ 1,251.8 $ 906.4 $ --- $ 906.4 ============== ============= ================ ============= ============= ============= Gross Profit Construction (1)..................... $ 55.4 $ 1.1 $ 56.5 $ 39.7 $ --- $ 39.7 Cranes (2)........................... 29.2 (0.2) 29.0 25.5 1.3 26.8 Aerial Work Platforms ............... 41.7 --- 41.7 33.9 --- 33.9 Materials Processing & Mining ....... 23.1 --- 23.1 17.3 --- 17.3 Roadbuilding, Utility Products & Other ............................. 23.6 --- 23.6 17.1 --- 17.1 Corp / Eliminations ................. (0.1) --- (0.1) --- --- --- -------------- ------------- ---------------- ------------- ------------- ------------- Total............................. $ 172.9 $ 0.9 $ 173.8 $ 133.5 $ 1.3 $ 134.8 ============== ============= ================ ============= ============= ============= SG&A Construction (1)..................... $ 35.8 $ --- $ 35.8 $ 25.1 $ (0.5)$ 24.6 Cranes (2)........................... 24.7 --- 24.7 20.1 (0.2) 19.9 Aerial Work Platforms ............... 16.4 --- 16.4 16.2 --- 16.2 Materials Processing & Mining ....... 14.1 --- 14.1 12.4 --- 12.4 Roadbuilding, Utility Products & Other ............................. 20.6 --- 20.6 14.5 --- 14.5 Corp / Eliminations ................. 2.0 --- 2.0 0.8 0.8 1.6 -------------- ------------- ---------------- ------------- ------------- ------------- Total............................. $ 113.6 $ --- $ 113.6 $ 89.1 $ 0.1 $ 89.2 ============== ============= ================ ============= ============= ============= Income (Loss) from Operations Construction (1)..................... $ 19.6 $ 1.1 $ 20.7 $ 14.6 $ 0.5 $ 15.1 Cranes (2)........................... 4.5 (0.2) 4.3 5.4 1.5 6.9 Aerial Work Platforms ............... 25.3 --- 25.3 17.7 --- 17.7 Materials Processing & Mining ....... 9.0 --- 9.0 4.9 --- 4.9 Roadbuilding, Utility Products & Other ............................. 3.0 --- 3.0 2.6 --- 2.6 Corp / Eliminations ................. (2.1) --- (2.1) (0.8) (0.8) (1.6) -------------- ------------- ---------------- ------------- ------------- ------------- Total............................. $ 59.3 $ 0.9 $ 60.2 $ 44.4 $ 1.2 $ 45.6 ============== ============= ================ ============= ============= =============
(1) Special items relate primarily to period costs associated with the restructuring of previously announced restructuring programs and the write-down of certain assets in conjunction with a divestiture. (2) Special items relate to the completion of the costs associated with the closure and sale of the RO boom truck facility 3
Table I (continued) TEREX CORPORATION AND SUBSIDIARIES (in millions) (unaudited) For the Nine Months Ended September 30, ------------------------------------------------------------------------------------------ 2004 2003 --------------------------------------------- ------------------------------------------ Special Excluding Special Excluding GAAP Items Special Items GAAP Items Special Items --------------------------------------------- ------------------------------------------ Sales Construction (1)..................... $ 1,283.2 $ --- $ 1,283.2 $ 1,008.1 $ --- $ 1,008.1 Cranes (2)........................... 755.4 --- 755.4 745.0 --- 745.0 Aerial Work Platforms ............... 677.9 --- 677.9 493.4 --- 493.4 Materials Processing & Mining (3).... 389.7 --- 389.7 298.9 --- 298.9 Roadbuilding, Utility Products & Other (4).......................... 579.5 --- 579.5 370.2 --- 370.2 Corp / Eliminations ................. (53.7) --- (53.7) (32.7) --- (32.7) -------------- ------------- ---------------- ------------- ------------- ------------- Total............................. $ 3,632.0 $ --- $ 3,632.0 $ 2,882.9 $ --- $ 2,882.9 ============== ============= ================ ============= ============= ============= Gross Profit Construction (1)..................... $ 170.3 $ 9.6 $ 179.9 $ 134.7 $ 2.1 $ 136.8 Cranes (2)........................... 92.5 0.5 93.0 74.5 10.6 85.1 Aerial Work Platforms ............... 133.9 --- 133.9 104.0 1.1 105.1 Materials Processing & Mining (3).... 61.4 0.4 61.8 35.7 14.1 49.8 Roadbuilding, Utility Products & Other (4).......................... 70.3 0.3 70.6 31.2 17.1 48.3 Corp / Eliminations ................. (0.2) --- (0.2) (0.3) --- (0.3) -------------- ------------- ---------------- ------------- ------------- ------------- Total............................. $ 528.2 $ 10.8 $ 539.0 $ 379.8 $ 45.0 $ 424.8 ============== ============= ================ ============= ============= ============= SG&A Construction (1)..................... $ 112.1 $ (0.6) $ 111.5 $ 86.9 $ (0.6) $ 86.3 Cranes (2)........................... 71.0 (1.0) 70.0 60.8 (0.7) 60.1 Aerial Work Platforms ............... 52.5 --- 52.5 47.2 (0.2) 47.0 Materials Processing & Mining (3).... 40.3 --- 40.3 35.8 (1.7) 34.1 Roadbuilding, Utility Products & Other (4).......................... 61.5 --- 61.5 41.5 (0.1) 41.4 Corp / Eliminations ................. 7.4 --- 7.4 7.0 (4.5) 2.5 -------------- ------------- ---------------- ------------- ------------- ------------- Total............................. $ 344.8 $ (1.6) $ 343.2 $ 279.2 $ (7.8) $ 271.4 ============== ============= ================ ============= ============= ============= Goodwill Impairment Materials Processing & Mining (5).... $ --- $ --- $ --- $ 27.5 $ (27.5) $ --- Roadbuilding, Utility Products & Other (5).......................... --- --- --- 23.8 (23.8) --- -------------- ------------- ---------------- ------------- ------------- ------------- Total............................. $ --- $ --- $ --- $ 51.3 $ (51.3) $ --- ============== ============= ================ ============= ============= ============= Income (Loss) from Operations Construction (1)..................... $ 58.2 $ 10.2 $ 68.4 $ 47.8 $ 2.7 $ 50.5 Cranes (2)........................... 21.5 1.5 23.0 13.7 11.3 25.0 Aerial Work Platforms ............... 81.4 --- 81.4 56.8 1.3 58.1 Materials Processing & Mining (3).... 21.1 0.4 21.5 (27.6) 43.3 15.7 Roadbuilding, Utility Products & Other (4).......................... 8.8 0.3 9.1 (34.1) 41.0 6.9 Corp / Eliminations ................. (7.6) --- (7.6) (7.3) 4.5 (2.8) -------------- ------------- ---------------- ------------- ------------- ------------- Total............................. $ 183.4 $ 12.4 $ 195.8 $ 49.3 $ 104.1 $ 153.4 ============== ============= ================ ============= ============= =============
4 (1) Special items relate primarily to period costs associated with the restructuring of previously announced restructuring programs, write-down of certain assets in conjunction with a divestiture, as well as a liability associated with a pre-acquisition commitment at O&K (2) Special items relate primarily to the costs associated with the sale of discontinued parts business activities, the gain associated with the closure and sale of the Aerials Ireland facility and costs associated with a previously announced Crane group restructuring program (3) Special items relate primarily to the costs associated with the sale of discontinued parts business activities (4) Special items relate primarily to the restructuring of a Terex Utilities distribution location (5) Special items relate to goodwill impairment charges calculated when Terex's Cedarapids facility and Roadbuilding business were in the same reporting segment. The impairment charge has been reclassified into the newly realigned reporting segments as applicable. 5 -----END PRIVACY-ENHANCED MESSAGE-----