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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
FORM 10-K
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1999
[_] 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 1-11978
THE MANITOWOC COMPANY, INC.
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(Exact name of registrant as specified in its charter)
Wisconsin 39-0448110
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
500 South 16th Street, Manitowoc, Wisconsin 54220
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(Address of Principal Executive Offices)(Zip Code)
Registrant's Telephone Number, Including Area Code: (920) 684-4410
Securities Registered Pursuant to Section 12(b) of the Act:
Common Stock, $.01 Par Value New York Stock Exchange
(Title of Each Class) (Name of Each Exchange on Which Registered)
Common Stock Purchase Rights
Securities Registered Pursuant to Section 12(g) of the Act:
Indicate by check mark whether the registrant: (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for such
shorter period that the registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90
days.
YES [ X ] No [ ]
Indicate by check mark if disclosure of delinquent filers
pursuant to Item 405 of Regulation S-K is not contained herein, and
will not be contained, to the best of registrant's knowledge, in
definitive proxy or information statements incorporated by reference
in Part III of this Form 10-K or any amendment to this Form 10-K. [X]
The Aggregate Market Value on January 31, 2000, of the
registrant's Common Stock held by non-affiliates of the registrant was
$674,556,122 based on the $27.31 per share average of high and low
sale prices on that date.
The number of shares outstanding of the registrant's Common Stock
as of January 31, 2000 the most recent practicable date, was
26,088,369.
DOCUMENTS INCORPORATED BY REFERENCE
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Portions of registrant's Annual Report to Shareholders for the
year ended December 31, 1999 (the "1999 Annual Report"), are
incorporated by reference into Parts I and II of this report.
Portions of the registrant's Proxy Statement, to be prepared and filed
for the Annual Meeting of Shareholders, dated March 20, 2000 (the
"2000 Proxy Statement"), are incorporated by reference in Part III of
this report.
See Index to Exhibits.
PART I
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Item 1. Business
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GENERAL
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The Manitowoc Company, Inc. (the "Company" or "Manitowoc"), a
Wisconsin corporation, is a diversified, capital goods manufacturer
headquartered in Manitowoc, Wisconsin. Founded in 1902, the Company
is principally engaged in: a) the design and manufacture of commercial
ice machines, ice/beverage dispensers and refrigeration products for
the foodservice, lodging, convenience store, healthcare and the soft-
drink bottling and dispensing industries; (b) the design and
manufacture of cranes and related products which are used by the
energy, construction, mining and other industries; and (c) ship-
repair, conversion, and new construction services for the maritime
industry. The Company currently operates a large-crane manufacturing
facility and an ice machine and reach-in refrigerator/freezer
manufacturing facility in Manitowoc, Wisconsin; six refrigeration
products facilities located in Tennessee, Nevada, and Wisconsin; an
ice/beverage dispenser manufacturing facility in Indiana; a dispensing
valve manufacturing facility in Oregon; a cold plate manufacturing
facility in California; a beverage service organization with locations
in Ohio, Illinois, Texas, Connecticut, Virginia, Georgia, and
California; ship repair yards in Sturgeon Bay, Wisconsin and Toledo
and Cleveland, Ohio; a crane re-manufacturing facility in Bauxite,
Arkansas; a crane replacement parts manufacturing facility in
Punxsutawney, Pennsylvania and Pompano Beach, Florida; and boom truck
crane operations in Georgetown, Texas and York, Pennsylvania.
For information relating to the Company's lines of business and
industry segments, see "Management's Discussion and Analysis of
Results of Operations and Financial Condition", "Eleven-Year Financial
Summary", Note 1 . "Research and Development" and Note 16 to
Consolidated Financial Statements on pages 24-29, 30-31, 37, and 42,
respectively, of the 1999 Annual Report, which are incorporated herein
by reference.
PRODUCTS AND SERVICES
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Foodservice Equipment
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The Foodservice Equipment business segment designs, manufactures
and markets commercial ice-cube machines and storage bins;
ice/beverage dispensers; walk-in refrigerators and freezers; reach-in
refrigerators and freezers; refrigerated undercounters and food prep
tables; private label residential refrigerators/freezers; post-mix
beverage dispensing valves; cast aluminum cold plates; long draw beer
dispensing systems; compressor racks, and modular refrigeration
systems; plus backroom beverage equipment distribution services.
Products are sold under the brand names Manitowoc, Kolpak, SerVend,
McCall, Flomatic, Compact, Icetronic, and RDI.
Several models of commercial ice-cube machines, offering daily
production capacities from 65 to 1,880 pounds and featuring a patented
self-cleaning capability, are designed, manufactured and marketed by
Manitowoc Ice, Inc. The ice machines are complemented by storage
bins, with capacities from 150 to 950 pounds, and optional accessories
such as water filters and ice baggers. Manitowoc Ice, Inc. also
produces reach-in refrigerators and freezers which are available in
one-, two-, and three-door models, with capacities up to 72 cubic
feet. All units feature patented, top-mount, drop-in refrigeration
modules that operate with environmentally friendly HFC refrigerants.
During 1999, Manitowoc Ice, Inc. introduced its new patented
"QuietQube" ice-cube machines, which feature CVD (cool vapor defrost)
technology, operate heat-free and are 75% quieter than non-CVD units.
These new machines are ideally suited for new restaurants, which often
feature more open designs, and for use with the self-service beverage
systems increasingly found in quick service restaurants and
convenience stores. Manitowoc Ice also continues to benefit from its
1997 introduction of the new Q-Series ice machines. These models set
an industry standard for aesthetic design and incorporate plastic and
stainless steel components for added durability and corrosion
resistance.
On February 10, 2000, the Company purchased Beverage Equipment
Supply Company (BESCO), a leading midwest wholesale distributor of
beverage dispensing equipment. BESCO was integrated with the
Company's Manitowoc Beverage Systems, Inc. (MBS) operation.
On April 9, 1999, the Company completed the acquisition of Kyees
Aluminum, Inc., a leading supplier of cooling components for the major
suppliers of fountain soft-drink beverage dispensers. Kyees is a
technology leader in manufacturing aluminum cold plates, a key
component used to chill soft-drink beverages in dispensing equipment.
On January 11, 1999, the Company completed its acquisition of
Purchasing Support Group (PSG), renamed MBS. MBS is a systems
integrator, with nationwide distribution of backroom equipment and
support system components. It serves the beverage needs of
restaurants, convenience stores and other outlets. MBS operates in
the Northeast and Atlantic Coast regions, as well as in portions of
Arizona, California, Florida, Texas, Georgia and Nevada. This
acquisition has improved the distribution of Manitowoc's beverage
dispensing equipment and open new markets.
For additional information on acquisitions, see Note 11 to
Consolidated Financial Statements on page 40 of the 1999 Annual
Report, which is incorporated herein by reference.
In October 1994, the Company, through its wholly owned
subsidiary, Manitowoc Equipment Works PTE, Ltd., entered into an
arrangement with Hangzhou Household Electric Appliance Industrial
Corporation and formed Hangzhou Wanhua, Ltd., to produce ice machines
in China. The joint-venture factory produces the Company's new model
QM-20 ice machine. The QM-20 produces 30 pounds of ice per day. It
was developed to meet the needs of customers in overseas markets that
do not require the 160 to 1,890 pound daily outputs of the standard
ice making models.
The Foodservice Equipment business segment sales are made from
the Company's inventory and sold worldwide through independent
wholesale distributors, chain accounts, and government agencies. The
distribution network now extends to 80 distributors in 70 countries
within Western Europe, the Far East, the Middle East, the Near East,
Latin America, North America, the Caribbean, and Africa. A new
distribution facility in Rotterdam, Holland has enabled the Company to
increase sales of ice and refrigerated foodservice equipment in
Europe.
Since sales are made from the Company's inventory, orders are
generally filled within 24 to 48 hours. The backlog for unfilled
orders for Foodservice Equipment at December 31, 1999 and 1998 was not
significant.
Cranes and Related Products
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The Company designs and manufactures a diversified line of
crawler- and truck-mounted lattice-boom cranes, hydraulically powered
telescopic boom trucks, rough-terrain forklifts, and material
handling equipment, which are sold under the "Manitowoc", "Manitex",
"Spyper", "Pioneer", "USTC", and "Tailgator" names for use by the
energy, construction, mining, pulp and paper, and other industries.
The Company also specializes in crane rebuilding and remanufacturing
services, aftermarket replacement parts for cranes and excavators and
industrial repair and rebuilding services for metal-forming, scrapyard
and recycling equipment, which are sold under the "Femco" name. Many
of the Company's customers purchase one crane together with several
options to permit use of the crane in various lifting applications and
other operations. Various crane models combined with available
options have lifting capacities ranging from approximately 10 to 1,500
U.S. tons and excavating capacities ranging from 3 to 15 cubic yards.
The Company has developed a line of hydraulically-driven,
electronically-controlled M-Series crawler cranes. M-Series cranes
are easier to transport, operate and maintain, and are more productive
in a number of applications. Six models, along with various
attachments, have been introduced with lifting capacities ranging from
65 to 1,500 U.S. tons.
During 1999, Manitowoc Cranes introduced the Model 21000, a
1,000-ton capacity crawler crane that features the "Octa-trac" crawler
system - four sets of dual crawlers minimizing ground bearing pressure
and simplifying transportation. In addition to delivering exceptional
lifting capacity, the 21000 also provides superior high-reach
capability and can be trucked to a job site, assembled and ready to
work in just 20 hours. Also during 1999, Manitowoc Cranes introduced
the MAX-ER, a capacity enhancing attachment for Models 2250 and 21000.
To serve the growing market of the smaller independent
contractors and rental-fleet customers who need smaller, less
complicated, easily transportable, and more versatile cranes,
Manitowoc Cranes developed a new line of value-priced cranes with
those characteristics. The first of these, the 100-ton lifting
capacity Model-222 crane, has successfully captured a large portion of
the rental market for self-erecting cranes.
On January 14, 2000, the Company acquired certain assets of
Pioneer Holdings LCC, a manufacturer of hydraulic boom trucks. The
acquisition complements the Company's Manitex and USTC product lines.
USTC introduced the Model 40MTC during 1999, the first 40-ton
capacity boom truck in the industry that is a cost-attractive
alternative to hydraulic truck cranes.
Femco Machine Co., acquired in 1994, is a manufacturer of parts
for cranes, draglines, and other heavy equipment. Femco is located in
Punxsutawney, Pennsylvania and Pompano Beach, Florida.
Femco and Manitowoc Re-Manufacturing, located in Bauxite,
Arkansas, together form the Aftermarket Group. These companies
rebuild and remanufacture used cranes, both Manitowoc and non-
Manitowoc units, for owners who want to add value to their existing
cranes. The companies also produce replacement parts for cranes and
excavators and perform industrial repair and rebuilding services for
metal forming scrapyard and recylcing equipment. Femco's existing
South Florida operation is ideally positioned to serve the large Latin
American market where used cranes are the order of the day.
The Company's cranes and related products are sold throughout
North America and foreign countries by independent distributors, and
by Company- owned sales subsidiaries located in Mokena, Illinois, and
Northampton, England.
Distributors generally do not carry inventories of new cranes,
except for the smaller truck cranes. Most distributors maintain
service facilities and inventories of replacement parts. Company
employed service representatives usually assist customers in the
initial set-up of new cranes.
The Company does not generally provide financing for either its
independent distributors or their customers; however, dealers
frequently assist customers in arranging financing and may accept used
cranes as partial payment on the sale of new cranes.
See Note 16 to Consolidated Financial Statements on page 42 of
the 1999 Annual Report with respect to export sales, which is
incorporated herein by reference. Such sales are usually made to the
Company's foreign subsidiaries or independent distributors, in
addition to sales made to domestic customers for foreign delivery.
Foreign sales are made on Letter of Credit or similar terms.
The year-end backlog of crane products includes orders which have
been placed on a production schedule, and those orders which the
Company has accepted and which are expected to be shipped and billed
during the next year. The backlog of unfilled orders for cranes and
related products at December 31, 1999 approximated $136.0 million, as
compared with $144.1 million a year earlier. The decrease is
primarily due to the faster order fill rates achieved during 1999,
which meant the backlog was being worked off more quickly than in
previous years.
Marine
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The Company had been a shipbuilder since its inception in 1902.
For almost seven decades, all shipbuilding operations were conducted
in Manitowoc, Wisconsin. Two adjoining shipyards in Sturgeon Bay,
Wisconsin, were acquired in 1968 and 1970, and all shipbuilding
activities were transferred to those facilities.
In January, 1992, the Company acquired substantially all the
assets of Merce Industries, Inc. Merce Industries, Inc. operated the
ship repair facility owned by the Port Authority of Toledo, Ohio, and
similar operations in Cleveland, Ohio. Included with the acquisition
was the assumption of a lease agreement with the Port Authority for
the ship repair facilities.
The Marine Group (made up of Bay Shipbuilding Co. (BSC), Toledo
Shiprepair Co., and Cleveland Shiprepair Co.) dry-docks and services
commercial vessels of all sizes, including 1,000-foot super carriers,
the largest vessels sailing the Great Lakes. The Marine Group's
capabilities include planned and emergency maintenance, vessel
inspections, five-year surveys, conversions, repowering, and
retrofitting plus repair service for hulls, turbines, boilers,
propulsion systems and automated cargo/ballasting systems. To reduce
seasonality, the Marine Group performs non-marine industrial repair
during the summer months.
During 1998, BSC was awarded a contract to build a twin-hull,
ocean-going tank barge for use by ExxonMobil. The Seneca, a 504-foot,
double-hulled tank barge was delivered during the fourth quarter of
1999. The 140,000-barrel barge will haul grade A refined petroleum
products, including gasoline, jet fuel, and distillates, to major
metropolitan markets along the Eastern Seaboard and Hudson River.
In May 1999, the Marine Group delivered the dipper dredge, New
York, the largest dredge of its kind in the world.
During November 1999, the Marine Group signed a contract with
Great Lakes Dredge & Dock to build a 5,000-cubic-meter hopper dredge.
This highly automated and self-propelled ship will incorporate bottom
dump doors, an innovation allowing rapid unloading of dredged
material. Designed to operate at service speeds of 14 knots, the
vessel can dredge at depths to 90 feet.
The year-end backlog for the marine segment includes repair and
maintenance work presently scheduled at the shipyard which will be
completed in the next year. At December 31, 1999, the backlog
approximated $10.5 million (not including construction projects),
compared to $9.1 million one year ago.
Raw Materials and Supplies
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The primary raw material used by the Company is structural and
rolled steel, which is purchased from various domestic sources. The
Company also purchases engines and electrical equipment and other
semi- and fully-processed materials. It is the policy of the Company
to maintain, wherever possible, alternate sources of supply for its
important materials and parts. The Company maintains inventories of
steel and other purchased material. The Company has been successful
in its goal to maintain alternative sources of raw materials and
supplies, and therefore, is not dependent on a single source for any
particular raw material or supply.
Patents, Trademarks, Licenses
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The Company owns a number of United States and foreign patents
pertaining to its crane and foodservice products, and has presently
pending applications for patents in the United States and foreign
countries. In addition, the Company has various registered and
unregistered trademarks and licenses which are of material importance
to the Company's business. While the Company believes its ownership
of this intellectual property is adequately protected in customary
fashions under applicable law, no single patent, trademark or license
is critical to the Company's overall business.
Seasonality
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Typically, the second quarter represents the Company's best
quarter in all of the business segments. Since the summer brings
warmer weather, there is an increase in the use of ice machines. As a
result, distributors build inventories during the second quarter for
the increased demand. In the Cranes and Related Products segment,
summer also represents the main construction season. Customers
require new machines, parts, and service in advance of that season.
With respect to the Marine segment, the Great Lakes shipping
industry's sailing season is normally May through November. Thus,
barring any emergency groundings, the majority of repair and
maintenance work is performed during the winter months and the work is
typically completed during the first and second quarter of the year.
Competition
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All of the Company's products are sold in highly competitive
markets. Competition is at all levels, including price, service and
product performance.
Within the ice beverage group of the Foodservice Equipment
segment, there are several manufacturers with whom the Company
competes. The primary competitors include Scotsman Industries
(tradename Scotsman and Crystal Tips), Prospect Heights, Illinois;
Welbilt Company (tradename Ice-O-Matic), New Hyde Park, New York; and
Hoshizaki American, Inc. (tradename Hoshizaki), Peachtree City,
Georgia. The Company believes that it is the leading, low-cost,
producer of ice machines in North America. Competitors within the
beverage dispenser/dispensing valves market include IMI Cornelius,
Anoka, Minnesota, and Lancer Corporation, San Antonio, Texas. The
Company is one of the leading suppliers of fountain equipment and
dispensing valves used by soft-drink bottlers.
The list of competitors for the refrigeration group of the
Foodservice Equipment segment line include Beverage Air, Spartanburg,
South Carolina; The Delfield Company, Mt. Pleasant, Michigan; Traulsen
& Company, Inc., College Point, New York; True Food Service Company,
O'Fallon, Missouri; Masterbilt, New Albany, Mississippi; Nor-Lake
Incorporated, Hudson, Wisconsin; and American Panel, Ocala, Florida.
The Company is one of the leading producers of small undercounter
refrigeration units and large refrigerated warehouses as well as a
supplier of walk-in refrigerator/freezers to many of the leading
restaurant and grocery chains in the United States.
With respect to crawler cranes, there are numerous domestic and
foreign manufacturers of cranes with whom the Company competes,
including Link Belt Construction Equipment Co., a subsidiary of
Sumitomo Corporation, Tokyo, Japan; Kobelco, Kobe Steel, Ltd., Tokyo,
Japan; Mannesmann Demag Baumaschinen, Zweibrucken, West Germany;
Liebherr-Werk Ehingen GMBH, Ehingen, West Germany; Hitachi
Construction Machinery Co., Ltd., Tokyo, Japan; and Terex Corporation,
Westport, Connecticut. Within the market the Company serves, lattice
boom crawler cranes with lifting capacities greater than 150 tons,
Manitowoc is a world leader of this equipment.
The competitors within the boom truck crane market include Terex
Corporation, Westport Connecticut, and Grove Crane, Shady Grove,
Pennsylvania. The Company believes that its current output of boom
truck cranes ranks second among its competitors.
In the ship repair operation, the Company is one of two
operational shipyards on the Great Lakes capable of drydocking and
servicing 1000 foot Great Lakes bulk carriers; the other is Erie
Marine Enterprises, Erie, Pennsylvania. There are two other shipyards
on the Great Lakes, Fraser Shipyards, Inc., Superior, Wisconsin, and
H. Hansen Industries, Toledo, Ohio, with whom the Company competes for
drydocking and servicing smaller Great Lakes vessels. The Company
also competes with many smaller firms which perform top side repair
work during the winter lay-up period. In addition, there are
shipyards on the East, West and Gulf Coasts capable of converting and
reconstructing vessels of sizes that can enter the Great Lakes through
the St. Lawrence Seaway and the Wellen Canal. There are also
shipyards on the inland rivers capable of servicing smaller,
specialized vessels which the Company is capable of servicing.
For additional information regarding the company's competition,
see "Manitowoc Business and Product Overview" on pages 6-7 of the 1999
Annual Report, which is incorporated herein by reference.
Employee Relations
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The Company employs approximately 3,200 persons, of whom about
660 are salaried. The number of employees is consistent with the
prior year.
The Company has labor agreements with 17 union locals. There
have been no work stoppages during the three years ended December 31,
1999.
Item 2. PROPERTIES
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Owned
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The Company owns Foodservice Equipment manufacturing facilities
located in Manitowoc, Wisconsin; River Falls, Wisconsin; Parsons,
Tennessee; Sellersburg, Indiana; Scotts Hill, Tennessee; and LaMirada,
California.
Manitowoc Ice, Inc.'s production of ice machines and reach-in
coolers are housed in a recently expanded 368,000 square foot facility
in Manitowoc, Wisconsin. The 128,000 square foot addition was
completed during 1995 and permitted both ice machines and reach-ins to
be manufactured in the same facility.
The Company owns and operates manufacturing facilities located in
Parsons, Tennessee and River Falls, Wisconsin. The Parsons and River
Falls facilities have approximately 212,000 and 133,000 square feet of
manufacturing and office space, respectively. In 1998, the Company
closed a 40-000 square foot manufacturing facility in Scott Hills,
Tennessee and consolidated the warehousing into its Parsons, Tennessee
facility. The Scotts Hill plant is currently held for sale.
SerVend International, Inc. has approximately 140,000 square feet
of manufacturing and office space located in Sellersburg, Indiana.
Kyees Aluminum manufacturing and office space consists of
approximately 15,000 square feet located in LaMirada, California.
Cranes and related products are manufactured at plant locations
in Manitowoc, Wisconsin; Georgetown, Texas; York, Pennsylvania;
Bauxite, Arkansas; and Punxsutawney, Pennsylvania. During 1995, the
crane operations in Manitowoc completed a move from the original plant
located in the central city to consolidate all its activities at the
existing South Works facility. South Works' construction was
completed in 1978 and is comprised of approximately 265,000 square
feet of manufacturing and office space located on 76 acres. The
original plant, which includes approximately 600,000 square feet of
manufacturing and office space, is currently being held for sale.
The Punxsutawney operations consist of two manufacturing and
office facilities operated as Femco Machine Co. These facilities have
approximately 71,000 square feet and are located on approximately 34
acres.
In 1993, the Manitex boom truck crane operations were moved to
Georgetown, Texas. The Company purchased an existing manufacturing
and office facility totaling approximately 175,000 square feet.
The USTC manufacturing and office facility, acquired in November
1998, has approximately 110,000 square feet and is located on
approximately 17 acres in York, Pennsylvania.
In June, 1987, the Company purchased an existing 20,000 square
foot facility in Bauxite, Arkansas, for the remanufacturing of used
cranes. This facility began operations in fiscal 1988.
The Company's shipyard in Sturgeon Bay, Wisconsin, consists of
approximately 55 acres of waterfront property. Four of those acres,
which connect two operating areas of the shipyard, are leased under a
long term ground lease. There is approximately 295,000 square feet of
enclosed manufacturing and office space. Facilities at the shipyard
include a 140 foot by 1,158 foot graving dock, the largest on the
Great Lakes. In addition, there is a 250 foot graving dock, and a 600
foot floating drydock.
Additional properties consist primarily of a crane sales office
and warehouse facility located in Northampton, England.
Geographic Areas
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The information required by this item is incorporated by
reference from Note 16 to Consolidated Financial Statements on page 42
of the 1999 Annual Report.
Leased
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The Company leases three manufacturing facilities for the
Foodservice Equipment segment including approximately 90,000 square
feet in Selmer, Tennessee; 150,000 square feet in Sparks, Nevada;
5,000 square feet in Portland, Oregon; and approximately 17,000 square
feet in LaMirada, California. The Company also leases office and/or
warehouse space in Franklin, Tennessee; Danbury, Connecticut; Roanoke
Virginia; Granby, Connecticut; Lithonia, Georgia; Orlando, Florida;
Irwindale, California; Dallas, Texas; Buena Park, California; Holland,
Ohio; and Lombard, Illinois. In addition, the Company leases sales
offices and warehouse facilities for cranes and related products in
Mokena, Illinois. Facilities are also leased in Pompano Beach,
Florida for parts manufacturing and crane re-manufacturing.
Furthermore, the Company leases the shipyard facilities at Toledo and
Cleveland, Ohio for the marine segment. These facilities include
waterfront land, buildings, and 800-foot and 550-foot graving docks.
Item 3. LEGAL PROCEEDINGS
---------------------------------
The information required by this item is incorporated by
reference from Note 13 to Consolidated Financial Statements on page 41
of the 1999 Annual Report.
Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
------------------------------------------------------------
No matters were submitted to security holders for a vote during
the fourth quarter of the Company's fiscal year ended December 31,
1999.
Executive Officers of the Registrant
- --------------------------------------------
Each of the following officers of the Company has been elected to a
one-year term by the Board of Directors. The information presented is
as of January 31, 2000.
Position With Principal Position
Name Age The Registrant Held Since
----------- ------ -------------------- ------------------
Terry D. Growcock 54 President & CEO 1998
Glen E. Tellock 38 Vice President & CFO 1999
Thomas G. Musial 48 Vice President - Human Resources 1995
and Administration
Maurice D. Jones 40 Secretary and General Counsel 1999
Terry D. Growcock, 54, president and chief executive officer since
1998. Previously, president and general manager of Manitowoc Ice,
Inc. (1996); also executive vice president of Manitowoc Equipment
Works (1994). Prior to joining Manitowoc, Mr. Growcock served in
numerous management and executive positions with Siebe plc and United
Technologies.
Glen E. Tellock, 38, vice president and chief financial officer since
1999. Previously, Mr. Tellock served as vice president of finance and
treasurer (1998), corporate controller (1992) and director of
accounting (1991). Prior to joining Manitowoc, Mr. Tellock served as
financial planning manager with the Denver Post Corporation, and as an
audit manager for Ernst & Whinney.
Thomas G. Musial, 48, vice president human resources since 1995.
Previously, manager of human resources (1987) and personnel/industrial
relations specialist (1976).
Maurice D. Jones, 40, secretary and general counsel (1999). Prior to
joining Manitowoc, Mr. Jones was a partner in the law firm of David
Kuelthau, S.C., and served as legal counsel for Banta Corporation.
PART II
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Item 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED
STOCKHOLDER MATTERS
------------------------------------------------------------
The information required by this item is incorporated by reference
from "Eleven-Year Financial Summary" "Quarterly Common Stock Price
Range," "Supplemental Quarterly Financial Information (Unaudited),"
and "Investor Information," on pages 30-31, 44 and back cover,
respectively, of the 1999 Annual Report.
Item 6. SELECTED FINANCIAL DATA
- ------------------------------------------
The information required by this item is incorporated by reference
from "Eleven-Year Financial Summary" on pages 30-31 of the 1999 Annual
Report.
Item 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
- ------------------------------------------------------------
The information required by this item is incorporated by reference
from "Management's Discussion and Analysis of Results of Operations
and Financial Condition" on pages 24-29 of the 1999 Annual Report.
Item 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
- --------------------------------------------------------------------
The information required by this item is incorporated by reference
from "Management's Discussion and Analysis of Results of Operations
and Financial Condition" on pages 24-29 of the 1999 Annual Report.
Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
- ------------------------------------------------------------
The financial statements required by this item are incorporated by
reference from pages 32-43 of the 1999 Annual Report. Supplementary
financial information is incorporated by reference from "Supplemental
Quarterly Financial Information (Unaudited)" on page 44 of the 1999
Annual Report.
Item 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE
- ---------------------------------------------------------------
None.
PART III
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Item 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
- ------------------------------------------------------------
The information required by this item is incorporated by reference
from the sections of the 2000 Proxy statement captioned "Section 16(a)
Beneficial Ownership Reporting Compliance" and "Election of
Directors". See also "Executive Officers of the Registrant" in Part I
hereof, which is incorporated herein by reference.
Item 11. EXECUTIVE COMPENSATION
- ----------------------------------------
The information required by this item is incorporated by reference
from the sections of the 2000 Proxy statement captioned "Compensation
of Directors", "Executive Compensation", and "Contingent Employment
Agreements".
Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
AND MANAGEMENT
- ------------------------------------------------------------
The information required by this item is incorporated by reference
from the section of the 2000 Proxy statement captioned "Ownership of
Securities".
Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
- ------------------------------------------------------------
None.
PART IV
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Item 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS
ON FORM 8-K
- ------------------------------------------------------------
(a) Documents filed as part of this Report.
(1) Financial Statements:
The following Consolidated Financial Statements are filed as part of
this report under Item 8, "Financial Statements and Supplementary
Data":
Report of Independent Public Accountants on years ended December 31,
1999, 1998, and 1997 Financial Statements.
Consolidated Statements of Earnings for the years ended December 31,
1999, 1998, and 1997.
Consolidated Balance Sheets as of December 31, 1999 and 1998.
Consolidated Statements of Cash Flows for the years ended December 31,
1999, 1998, and 1997.
Consolidated Statements of Stockholders' Equity and Comprehensive
Income for the years ended December 31, 1999, 1998 and 1997.
Notes to Consolidated Financial Statements.
(2) Financial Statement Schedules:
Financial Statement Schedules for the years ended December 31,
1999, 1998, and 1997.
Schedule Description Filed Herewith
--------- -------------- -----------------
II Valuation and Qualifying Accounts X
Report of Independent Accountants
on years ended December 31, 1999,
1998, and 1997 Financial Statement Schedule X
All other financial statement schedules not listed have been omitted
since the required information is included in the consolidated
financial statements or the notes thereto, or is not applicable or
required under rules of Regulation S-X.
(b) Reports on Form 8-K:
None
(c) Exhibits:
See Index to Exhibits immediately following the signature page
of this report, which is incorporated herein by reference.
REPORT OF INDEPENDENT ACCOUNTANTS ON
FINANCIAL STATEMENT SCHEDULE
To the Board of Directors of
The Manitowoc Company, Inc.
Our audits of the consolidated financial statements referred to in our
report dated January 25, 2000, except for information on Note 11, for
which the date is February 10, 2000, appearing on page 43 in the 1999
Annual Report of The Manitowoc Comapny, Inc. and Subsidiaries (which
report and consolidated financial statements are incorproated by
reference in this Form 10-K) also included an audit of the financial
statement schedule listed in Item 14(a)(2) of thsi Form 10-K. In our
opinion, this financial statement schedule presents fairly, in all
material respects, the information set forth therein when read in
conjunction with the related consolidated financial statements.
/s/ PricewaterhouseCoopers LLP
January 25, 2000 ------------------------------
- ----------------
PRICEWATERHOUSECOOPERS LLP
THE MANITOWOC COMPANY, INC.
AND SUBSIDIARIES
SCHEDULE II: VALUATION AND QUALIFYING ACCOUNTS
FOR THE YEARS ENDED DECEMBER 31, 1997, 1998, AND 1999
BALANCE AT CHARGED TO BALANCE AT
BEGINNING COSTS AND END OF
DESCRIPTION OF YEAR EXPENSES DEDUCTIONS (1) YEAR
---------------------- ----------------- -----------------------------------------------------
YEAR ENDED DECEMBER 31, 1997:
Allowance for doubtful accounts $ 976,207 $1,479,633 $ (573,985) $ 1,881,855
YEAR ENDED DECEMBER 31, 1998:
Allowance for doubtful accounts $ 1,881,855 $ 481,924 $ (707,839) $ 1,655,940
YEAR ENDED DECEMBER 31, 1999:
Allowance for doubtful accounts $ 1,655,940 $ 2,220,924 $(2,073,863) $ 1,803,001
(1)Deductions represent bad debts written-off, net of recoveries.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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:
Dated: March 7, 2000
THE MANITOWOC COMPANY, INC.
By: /s/ Terry D. Growcock
----------------------------------------
Terry D. Growcock
President & Chief Executive Officer
By: /s/ Glen E. Tellock
----------------------------------------
Glen E. Tellock
Vice President and Chief Financial
Officer
Pursuant to the requirements of the Securities Exchange Act of
1934, this Report has been signed below by the following persons
constituting a majority of the Board of Directors on behalf of the
registrant and in the capacities and on the dates indicated:
/s/ Terry D. Growcock March 6, 2000
- -----------------------------------------------
Terry D. Growcock, President & CEO, Director
/s/ Glen E. Tellock March 6, 2000
- -----------------------------------------------
Glen E. Tellock, Vice President & CFO
/s/ Gilbert F. Rankin, Jr. March 6, 2000
- -----------------------------------------------
Gilbert F. Rankin, Jr., Director
/s/ George T. McCoy March 6, 2000
- -----------------------------------------------
George T. McCoy, Director
/s/ Guido R. Rahr, Jr. March 6, 2000
- -----------------------------------------------
Guido R. Rahr, Jr., Director
March 6, 2000
- -----------------------------------------------
James P. McCann, Director
March 6, 2000
- -----------------------------------------------
Dean H. Anderson, Director
March 6, 2000
- -----------------------------------------------
Robert S. Throop, Director
March 6, 2000
- -----------------------------------------------
Robert C. Stift, Director
THE MANITOWOC COMPANY, INC.
ANNUAL REPORT ON FORM 10-K
FOR THE YEAR ENDED DECEMBER 31, 1999
INDEX TO EXHIBITS
Filed
Exhibit Description Herewith
No.
- ----- ------------------------------------------------------------------ ---------
3.1 Amended and Restated Articles of Incorporation as amended on
November 5, 1984 (filed as Exhibit 3(a) to the Company's
Annual Report on Form 10-K for the fiscal year ended June
29, 1985 and incorporated herein by reference).
3.2 Restated By-Laws (as amended through May 22, 1995) including
amendment to Article II changing the date of the annual
meeting (filed as Exhibit 3.2 to the Company's Quarterly
Report on Form 10-Q for the quarter ended June 30, 1995 and
incorporated herein by reference).
4.1 Rights Agreement dated August 5, 1996 between the Registrant
and First Chicago Trust Company of New York (filed as
Exhibit 4 to the Company's current Report on Form 8-K filed
on August 5, 1996 and incorporated herein by reference).
4.4 Articles III, V, and VIII of the Amended and Restated
Articles of Incorporation (see Exhibit 3.1 above).
4.5 Credit Agreement dated as of October 31, 1997, among The
Manitowoc Company, Inc., as Borrower, certain subsidiaries
from time to time parties thereto, as Guarantors, the
several Lenders, and NationsBank, N.A. as Agent (filed as
Exhibit 4.1 to the Company's Report on Form 8-K dated as of
October 31, 1997 and incorporated herein by reference).
4.6 Credit Agreement dated as of April 2, 1998, among The
Manitowoc Company, Inc., as Borrower and Prudential
Insurance Company (filed as Exhibit 4 to the Company's
Report on Form 10-Q, dated as of March 31, 1998 and
incorporated herein by reference).
4.7 Amended and Restated Credit Agreement, dated as of April 6,
1999 among The Manitowoc Company, Inc., as Borrower, and
several lenders, NationsBank, N.A., as Agent and Fleet Bank,
N.A., as Documentation Agent (filed as Exhibit 4 to the
Company's Report on Form 10-Q, dated as of March 31, 1999,
and incorporated herein by reference).
10.1(a) **The Manitowoc Company, Inc. Deferred Compensation Plan
effective August 20, 1993 (the "Deferred Compensation Plan")
(filed as Exhibit 4.1 to the Company's Registration
Statement on Form S-8 filed June 23, 1993 (Registration No.
33-65316) and incorporated herein by reference).
10.1(b) **Amendment to Deferred Compensation Plan adopted by the Board
of Directors on February 18, 1997.
10.2 ** The Manitowoc Company, Inc. Management Incentive
Compensation Plan (Economic Value Added (EVA) Bonus Plan)
effective July 4, 1993, and as amended February 15, 1999.
10.3 ** Form of Contingent Employment Agreement between the Company
and Messrs. Flynn, Keener, Musial, Growcock, Shaw, Schad,
Tellock, Jones and certain other employees of the Company
(filed as Exhibit 10(c)to the Company's Annual Report on
Form 10-K for the fiscal year ended July 1, 1989 and
incorporated herein by reference).
10.4 ** Form of Indemnity Agreement between the Company and each of
the directors, executive officers and certain other
employees of the Company (filed as Exhibit 10(d) to the
Company's Annual Report on Form 10-K for the fiscal year
ended July 1, 1989 and incorporated herein by reference).
10.5 ** Supplemental Retirement Agreement between Fred M. Butler and
the Company dated March 15, 1993 (filed as Exhibit 10(e) to
the Company's Annual Report on Form 10-K for the fiscal year
ended July 3, 1993 and incorporated herein by reference).
10.6(a) **Supplemental Retirement Agreement between Robert K. Silva
and the Company dated January 2, 1995 (filed as Exhibit 10
to the Company's Report on Form 10-Q for the transition
period ended December 31, 1994 and incorporated herein by
reference).
10.6(b) **Restatement to clarify Mr. Silva's Supplemental Retirement
Agreement dated March 31, 1997.
10.7(a) * The Manitowoc Company, Inc. 1995 Stock Plan (filed as
Appendix A to the Company's Proxy Statement dated April 2,
1996 for its 1996 Annual Meeting of Stockholders and
incorporated herein by reference).
10.7(b) The Manitowoc Company, Inc. 1999 Non-Employee Director Stock
Option Plan (filed as Exhibit 10 to the Company's Report on
Form 10-Q, dated as of June 30, 1999 and incorporated herein
by reference).
11 Statement regarding computation of basic and diluted
earnings per share (see Note 8 to the 1999 Consolidated
Financial Statements included herein). X
13 Portions of the 1999 Annual Report to Shareholders of The
Manitowoc Company, Inc. incorporated by reference into this
Report on Form 10-K. X
21 Subsidiaries of The Manitowoc Company, Inc. X
23.1 Consent of PricewaterhouseCoopers LLP, the Company's
Independent Public Accountants. X
27 Financial Data Schedule. X
* Pursuant to Item 601(b)(2) of Regulation S-K, the Registrant
agrees to furnish to the Securities and Exchange Commission upon
request a copy of any unfiled exhibits or schedules to such document.
** Management contracts and executive compensation plans and
arrangements required to be filed as exhibits pursuant to Item 14(c)
of Form 10-K.