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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, 2000
[_] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from ________ to ________
Commission File Number 1-11978
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 54221-0066
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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 February 21, 2001, of the
registrant's Common Stock held by non-affiliates of the
registrant was $704,959,684 based on the closing per share
price of $28.60 on that date.
The number of shares outstanding of the registrant's
Common Stock as of February 21, 2001 the record date for
determining shareholders entitled to vote at the Annual
Meeting as well as the most recent practicable date, were
24,648,940.
DOCUMENTS INCORPORATED BY REFERENCE
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Portions of registrant's Annual Report to Shareholders
for the year ended December 31, 2000 (the "2000 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 May 1, 2001 (the "2001 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. is a Wisconsin corporation which
was founded in 1902. Its principal office is located at 500
South 16th Street, Manitowoc, Wisconsin, 54221-0066. The
Manitowoc Company, Inc. (referred to as the "Company" or
"Manitowoc") is a leading manufacturer of engineered capital
goods and support services for selected market segments which
today include Foodservice Equipment, Cranes and Related
Products, and Marine. The Company is principally engaged in:
1) 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; 2) the design
and manufacture of cranes and related products which are used
by the energy, petroleum, chemical, construction, mining and
other industries; and 3) ship-repair, conversion, and new
construction services for commercial and military vessels.
FINANCIAL INFORMATION ABOUT BUSINESS SEGMENTS
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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," and Notes 1-15 to
Consolidated Financial Statements on pages 26-31, 32-33, and
38-46, respectively, of the 2000 Annual Report, which are
incorporated herein by reference.
PRODUCTS AND SERVICES
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Foodservice Equipment
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The Foodservice segment consists of eleven business units that
design, manufacture and market commercial ice-cube machines
and storage bins, ice/beverage dispensers, walk-in
refrigerators and freezers, reach-in refrigerators and
freezers, refrigerated undercounter 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, modular
refrigeration systems, and backroom beverage equipment
distribution services. Products are sold under the following
brand names; Manitowoc, Kolpak, McCall, Harford, Koolaire,
SerVend, Flomatic, Multiplex, MBS and RDI.
Manitowoc Ice, Inc. is the largest company within the
Foodservice segment. Manitowoc Ice machines are manufactured
in a modern, fully-equipped facility located in Manitowoc,
Wisconsin. Internationally, Manitowoc Ice has manufacturing
facilities in China and Italy along with established
distribution centers in France, Scotland, and the MERCURSOR
trade region. The Manitowoc Ice product line consists of 22
models of commercial ice-cube machines offering daily output
capacities from 45 pounds (21 kgs.) to 2,000 (908 kgs.) pounds
and feature a patented self-cleaning capability. 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. All units feature patented
technology with environmentally friendly HFC refrigerants.
During 2000, Manitowoc Ice, Inc. launched its first ice
flaker, the Series 800 IB-ice machine, and expanded its
product line for the 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
"QuiteQube" 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 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.
The company is also a significant competitor in the market for
commercial walk-in and reach-in refrigerators and freezers.
Kolpak, McCall, and Diversified Refrigeration, Inc., acquired
in 1995, focus on commercial refrigeration products such as
walk-in and reach-in refrigerators/freezers, several types of
food preparation equipment, and private label residential
refrigerators and freezers.
SerVend International, acquired in 1997, offers ice/beverage
dispensers and post-mix dispensing valves for quick-service
restaurants, convenience stores, and the soft drink industry.
In 2000, SerVend broadened its market by introducing a line of
counter-electric beverage dispensers.
On February 17, 2000, the company acquired Beverage Equipment
Supply Company (BESCO), a leading wholesale distributor of
beverage dispensing equipment. BESCO has been integrated into
the Company's Manitowoc Beverage Systems (MBS) operation.
BESCO serves 14 states primarily in the Midwest, is located in
Holland, Ohio, and has a warehouse facility in Lombard,
Illinois. BESCO represents more than 50 different equipment
manufacturers with products ranging from beverage dispensing
equipment and systems to draft beer-dispensing systems.
On March 31, 2000, the company acquired Multiplex Company,
Inc. (Multiplex). Multiplex is headquartered in St. Louis,
Missouri where its production facility is located and has
operations in Frankfurt, Germany and Glasgow, U.K. Multiplex
manufactures soft drink and beer dispensing equipment as well
as water purification systems and supplies leading quick-
service restaurants, convenience stores, and movie theatres.
In addition, Multiplex designs and builds custom applications
to meet the needs of customers with requirements that cannot
be met by conventional dispensing equipment.
On April 7, 2000, the company acquired Harford Duracool, LLC
(Harford), a leading manufacturer of walk-in refrigerators and
freezers. Harford maintains a manufacturing facility in
Aberdeen, Maryland. Harford's primary distribution channels
are foodservice equipment dealers and commercial refrigeration
distributors. Harford's products range in size from 200 to
60,000 cubic feet. Harford also manufactures a line of
modular, temperature-controlled structures for other niche
markets.
On July 27, 2000, the Company acquired the remaining 31.3
percent of Hangzhou Manitowoc Wanhua Refrigeration Co., its
Chinese joint venture, from the company's partner, Hangzhou
Household Appliance Industrial Corporation. Manitowoc
Hangzhou Refrigeration manufactures the "QM" series ice
machines for Manitowoc and the Chinese market. The QM series
produces a lower capacity of ice per day. It was developed to
meet the needs of customers in overseas markets that do not
require the high daily outputs of the standard ice making
models. In addition, the operation serves Southeast Asia and
exports product to the Middle East, Europe, and North America.
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 Manitowoc Beverage
Sytems (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, Georgia,
Nevada, and Texas. This acquisition has improved the
distribution of Manitowoc's beverage dispensing equipment and
opened new markets.
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. In 2000, the addition of
Multiplex 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, 2000
and 1999 was not significant.
Cranes and Related Products
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The Crane segment consists of four business units that design
and manufacture 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" brand name for
use by the energy, petroleum, chemical, construction, mining,
and other industries. 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 1,400 U.S.
tons and excavating capacities ranging from 3 to 15 cubic
yards. 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.
In 2000, Manitowoc Cranes introduced the Model 999 lattice-
boom crane, which meets the international three-meter shipping
standard. Its lifting capacity is 275 tons and can be
transported on any major highway in Europe or North America.
The 999 was the most popular new crane introduction in the
company's history as more than 80 units were sold in the first
seven months on the market.
During 2000, Manitowoc Cranes continued to benefit from 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 2000, Manitowoc
Cranes continued to expanded its product line by introducing
two MAX-ER attachments that enhance the lifting capacity of
the Model 2250 and 21000.
On January 14, 2000, the Company, through a wholly-owned
subsidiary, acquired certain assets of Pioneer Holdings LLC
(Pioneer), a manufacturer of hydraulic boom trucks, from its
parent company Mega Manufacturing. Pioneer produces five
models of boom trucks with varying lifting capacities sold
under the Pioneer brand name. Pioneer cranes feature an
innovative X-type outrigger system that provides 360-degree
stability and 500-degree rotation capability without any
reduction in lifting capacity.
Following the acquisition of Pioneer, the Company rebranded
and rationalized the three boom truck product lines, Manitex,
USTC, and Pioneer under the Manitowoc brand name. Manitowoc
now offers 48 different models of boom trucks, on four
different platforms.
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.
Manitowoc Re-Manufacturing, located in Bauxite, Arkansas,
along with Femco, form the Aftermarket Group.
These companies rebuild and remanufacture used cranes,
including 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 recycling equipment. Femco's existing
South Florida operation is ideally positioned to serve the
large Latin American market where used the utilization of used
cranes is very prevalent.
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 14 to Consolidated Financial Statements on page 45 of
the 2000 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, 2000 approximated $93.4 million, as compared with $136.0
million a year earlier. The decrease is primarily due to
reduced lead times and increased operations throughput as the
Company has implemented flexible manufacturing processes and
improved efficiencies. As a result, order rates are a better
indicator of business strength than traditional backlog
numbers.
Marine
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The Marine segment consists of four business units made up of
Bay Shipbuilding Co., Toledo Shiprepair Co., Cleveland
Shiprepair Co., and Marinette Marine Corporation. These
facilities dry-dock and service commercial vessels of all
sizes, including 1,000-foot super carriers, the largest
vessels sailing the Great Lakes, and construct commercial,
military and research vessels. The Marine segment's
capabilities include planned and emergency maintenance, vessel
inspections, five-year surveys, construction, 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.
On November 20, 2000, the Company purchased all of the issued
and outstanding shares of MMC Acquisition Co., the parent
of Marinette Marine Corporation. Marinette Marine, located in
Marinette, Wisconsin, operates one of the largest shipyards on
the U.S. Great Lakes. Marinette features complete in-house
capabilities for all shipbuilding disciplines and is currently
under contract to build a series of ocean-going buoy tenders
for the United States Coast Guard. The combination of
Marinette Marine with Manitowoc Marine Group creates the
largest and most-comprehensive shipbuilding and ship-repair
organization on the U.S. Great Lakes.
During 2000, the S/R New York (formerly named the Seneca),
built by Bay Shipbuilding, was brought into service. This 504
foot ocean-going tank barge, built for ExxonMobil, includes a
twin-hull and a 140,000-barrel capacity. The 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.
A 5,000-cubic-meter hopper dredge is being built for Great
Lakes Dredge & Dock, with anticipated delivery in the fall of
2001. 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 which will be
completed in the next year. At December 31, 2000, the backlog
for the Marine segment approximated $33.4 million, compared to
$39.3 million one year ago. The project backlog for Marinette
Marine at December 31, 2000 was $166.7 million to be completed
over the next several years. Marinette's backlog does not
include options for additional vessels, yet to awarded.
Subsequent Event
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On March 4, 2001, Manitowoc submitted a binding offer to
acquire the Potain cranes subsidiary of Groupe Legris
Industries SA. Completion of the transaction is contingent
upon certain events, including receipt of applicable
regulatory approvals, completion of the notification and
consultation process with the applicable works' council (labor
union) and final acceptance of the offer by the seller. The
transaction is currently expected to be finalized by the end
of the second quarter of 2001.
Potain, headquartered in Lyon France, is a world leader in the
design, manufacture and supply of tower cranes for the
building and construction industry. Manitowoc believes that
Potain's share of the global tower crane market is
approximately 30%. Assuming the acquisition is completed,
Potain would be operated as part of Manitowoc's crane segment
and would create one of the world's leading producers of
lattice-boom crawler cranes, tower cranes, and boom trucks.
The acquisition would combine the systems, technology, and
applications expertise of these two industry leaders. In
addition, the acquisition would extend Manitowoc's crane-
manufacturing operations to a third continent while enhancing
the market penetration and distribution capabilities of both
organizations.
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. In the Foodservice
Equipment segment, 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 Foodservice Equipment segment, there are several
manufacturers with whom the Company competes. The primary
competitors for ice machine and beverage dispensing equipment
include Scotsman Industries (tradename Scotsman and Crystal
Tips), Prospect Heights, Illinois; Welbilt Company (tradename
Ice-O-Matic), New Hyde Park, New York; and Hoshizaki America,
Inc. (tradename Hoshizaki), Peachtree City, Georgia. The
Company believes that it is the leading, low-cost, high
quality 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 primary competitors for refrigeration products
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; Master-Bilt, 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, Manitowoc
is the world leader in lifting capacities over 125 tons, and
represents over half of the United States lattice boom crawler
crane market.
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 dry-
docking and servicing 1,000 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
dry-docking 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.
Within the Marine segment, there are several manufacturers
with whom Marinette Marine competes. The primary competitors
include Alabama Shipbuilding and Dry-dock, Mobile, Alabama;
Atlantic Marine, Jacksonville, Florida; Bender Ship Building,
Mobile, Alabama; Bollinger ShipBuilding, Lockport, Louisiana;
Halter Marine, Moss Point, Mississippi; and Swiftships,
Morgan, Louisiana.
For additional information regarding the company's
competition, see "Manitowoc at a Glance" on pages 6-7 of the
2000 Annual Report, which is incorporated herein by reference.
Employee Relations
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The Company employs approximately 4,405 persons, of which
approximately 820 are salaried employees. The number of
employees is consistent with the prior year. The Company has
labor agreements with 19 union locals. There have been no
work stoppages during the three years ended December 31, 2000.
Item 2. PROPERTIES OWNED
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The following table outlines the principal facilities we own
or lease:
APPROXIMATE
FACILITY SQUARE
ENTITY LOCATION TYPE OF FACILITY FOOTAGE OWNED/LEASED
- --------------------------- --------------------- ---------------------- --------------- -------------
Cranes and Related Products
- ---------------------------
Corporate Office Building Manitowoc, Wisconsin Manufacturing/Office 600,000 Leased
and Peninsula Property
Manitowoc Cranes, Inc. Manitowoc, Wisconsin Manufacturing/Office 280,000 Owned
Manitowoc Boom Trucks, Inc. Georgetown, Texas Manufacturing/Office 190,000 Owned
Manitowoc Boom Trucks, Inc. York, Pennsylvania Manufacturing/Office 110,000 Owned
Femco Machine Company, Inc. Punxsutawney, Manufacturing/Office 71,000 Owned
Pennsylvania
Femco Machine Company, Inc. Pompano Beach, Florida Manufacturing/Office 23,000 Leased
Manitowoc Remanufacturing, Bauxite, Arkansas Manufacturing/Office 22,000 Owned
Inc.
Foodservice Equipment
- ---------------------
Manitowoc Ice, Inc. Manitowoc, Wisconsin Manufacturing/Office 376,000 Owned
Multiplex Company, Inc. St. Louis, Missouri Manufacturing/Office 150,000 Owned
SerVend International, Inc. Sellersburg, Indiana Manufacturing/Office 140,000 Owned
Kolpak Parsons, Tennessee Manufacturing/Office 135,000 Owned
Kolpak River Falls, Wisconsin Manufacturing/Office 133,000 Owned
Diversified Refrigeration, Selmer, Tennessee Manufacturing/Office 100,000 Owned
Inc.
McCall Parsons, Tennessee Manufacturing/Office 79,000 Owned
Manitowoc (Hangzhou) Hangzhou, China Manufacturing/Office 80,000 Owned
Refrigeration Co., Ltd.
Harford Duracool, Inc. Aberdeen, Maryland Manufacturing/Office 68,000 Owned
Kyees Aluminum LaMirada, California Manufacturing/Office 42,000 Owned
Kolpak Refrigeration Scott Hills, Manufacturing/Office 40,000 Owned
Tennessee(1)
Flomatic International, Inc. Portland, Oregon Manufacturing/Office 22,000 Leased
Multiplex GMBH Frankfurt, Germany Manufacturing/Office 15,000 Leased
Marine
- ------
Marinette Marine Corporation Marinette, Wisconsin Shipyard 415,000 Owned
Bay Shipbuilding Company Sturgeon Bay, Wisconsin Shipyard 295,000 Owned
Toledo Shiprepair Company Toledo, Ohio Shipyard 125,000 Leased
Cleveland Shiprepair Company Cleveland, Ohio Manufacturing/Office 10,000 Leased
- ----------------------------------------
(1) This property is not currently in use and is being held
for sale.
- -----------------------
In addition, we lease sales office and warehouse space in
Mokena, Illinois; Franklin, Tennessee; Danbury, Connecticut;
Roanoke, Virginia; Granby, Connecticut; Lithuania, Georgia;
Orlando, Florida; Irwindale, California; Dallas, Texas; Buena
Park, California; Holland, Ohio; Sparks, Nevada; and Lombard,
Illinois. We also own a sales office and warehouse facility
in Northampton, England, and we lease sales offices in
Beijing, China; Glasgow, United Kingdom and Seoul, South
Korea. We lease additional manufacturing and office space in
Milan, Italy.
Geographic Areas
- ------------------------
The information required by this item is incorporated by
reference from Note 14 to Consolidated Financial Statements on
page 45 of the 2000 Annual Report.
Item 3. LEGAL PROCEEDINGS
- ----------------------------------
The information required by this item is incorporated by
reference from Note 11 to Consolidated Financial Statements on
pages 43-44 of the 2000 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, 2000.
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, 2001.
Position With Principal Position
Name Age The Registrant Held Since
----------- ------ -------------------- ------------------
Terry D. Growcock 55 President & CEO 1998
Glen E. Tellock 39 Senior Vice President & CFO 1999
Thomas G. Musial 49 Senior Vice President - Human Resources 1995
and Administration
Maurice D. Jones 41 General Counsel and Secretary 1999
Timothy J. Kraus 47 Vice-President 2000
Robert A. Giebel 41 Vice-President 2000
Thomas J. Byrne 63 Vice-President 2000
- ------------------------------
Terry D. Growcock, 55, 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, 39, senior vice president, treasurer 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, 49, senior vice president human resources
since 1995. Previously, manager of human resources (1987) and
personnel/industrial relations specialist (1976).
Maurice D. Jones, 41, 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.
Timothy J. Kraus,47, vice president since 2000. Also president
and general manager of Manitowoc's Foodservice Group.
Previously, general manager of Manitowoc's Ice/Beverage
Group (1999), executive vice president and general manager
of Manitowoc Ice (1998), vice president of sales and marketing
(1995), and national sales manager (1989). Prior to joining
Manitowoc, Mr. Kraus was president of Universal Nolin.
Robert A. Giebel, Jr., 41, vice president since 2000. Also
president and general manager of Manitowoc's Crane Group. Prior
to joining Manitowoc, Mr. Giebel served as vice president and general
manager of P&H MinePro Services and as president and chief executive
officer of Unit Rig, a division of Terex Corporation.
Thomas J. Byrne, 63, vice president since 2000. Also president and
general manager of Manitowoc's Marine Group. Previously, vice president
of business development (1998). Prior to joining Manitowoc, Mr. Byrne
served as vice president and general manager for the Robershaw division
of Siebe Automotive N.A., as vice president of operations for Hamilton
Industries, plus senior management positions with Stanley Works
and White Consolidated Industries.
PART II
-----------
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 32-33, 47, and 52, respectively, of the 2000 Annual
Report.
Item 6. SELECTED FINANCIAL DATA
- ----------------------------------------
The information required by this item is incorporated by
reference from "Eleven-Year Financial Summary" on pages 32-33
of the 2000 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 26-31
of the 2000 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 26-31
of the 2000 Annual Report.
Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
- ----------------------------------------------------------
The financial statements required by this item are
incorporated by reference from pages 32-46 of the 2000 Annual
Report. Supplementary financial information is incorporated
by reference from "Supplemental Quarterly Financial
Information (Unaudited)" on page 47 of the 2000 Annual Report.
Item 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
ON ACCOUNTING AND FINANCIAL DISCLOSURE
- -------------------------------------------------------------
None.
PART III
------------
Item 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
- ------------------------------------------------------------
The information required by this item is incorporated by
reference from the sections of the 2001 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 2001 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 2001 Proxy Statement
captioned "Ownership of Securities."
Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
- ---------------------------------------------------------
None.
PART IV
------------
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, 2000, 1999, and 1998 Financial Statements.
Consolidated Statements of Earnings for the years ended
December 31, 2000, 1999, and 1998.
Consolidated Balance Sheets as of December 31, 2000 and 1999.
Consolidated Statements of Cash Flows for the years ended
December 31, 2000, 1999, and 1998.
Consolidated Statements of Stockholders' Equity and
Comprehensive Income for the years ended December 31, 2000,
1999 and 1998.
Notes to Consolidated Financial Statements.
(2) Financial Statement Schedules:
Financial Statement Schedules for the years ended December
31, 2000, 1999, and 1998.
Schedule Description Filed Herewith
----------- -------------- ---------------
II Valuation and Qualifying Accounts X
Report of Independent Accountants
on years ended December 31, 2000,
1999, and 1998 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:
Press Release dated Sept. 18, 2000, regarding the
Company's third-quarter expectations (Exhibit No. 20).
Press Release dated November 20, 2000, regarding the
completion of the purchase of MMC Acquisition Co. (Marinette
Marine) (Exhibit No. 20).
(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. and Subsidiaries
Our audits of the consolidated financial statements referred
to in our report dated January 26, 2001, except for
information in Note 15, for which the date is March 4, 2001,
appearing on page 46 in the 2000 Annual Report of The
Manitowoc Company, Inc. and Subsidiaries (which report and
consolidated financial statements are incorporated by
reference in this Form 10-K) also included an audit of the
financial statement schedule listed in Item 14(a)(2) of this
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
PricewaterhouseCoopers LLP
Milwaukee, Wisconsin
January 26, 2001
THE MANITOWOC COMPANY, INC.
AND SUBSIDIARIES
SCHEDULE II: VALUATION AND QUALIFYING ACCOUNTS
FOR THE YEARS ENDED DECEMBER 31, 1998, 1999, AND 2000
BALANCE AT CHARGED TO BALANCE AT
BEGINNING COSTS AND END OF
DESCRIPTION OF YEAR EXPENSES DEDUCTIONS (1) YEAR
---------------------- ----------------- --------------- ---------------- ----------------
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
YEAR ENDED DECEMBER 31, 2000:
Allowance for doubtful accounts $ 1,803,001 $2,119,982 $ (886,273) $ 3,036,710
(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 29, 2001
THE MANITOWOC COMPANY, INC.
By: /s/ Terry D. Growcock
------------------------------
Terry D. Growcock
President & Chief Executive
Officer
By: /s/ Glen E. Tellock
--------------------------------
Glen E. Tellock
Senior Vice President, Treasurer
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 29, 2001
- ---------------------------
Terry D. Growcock, President & CEO, Director
/s/ Glen E. Tellock March 29, 2001
- ---------------------------
Glen E. Tellock, Senior Vice President, Treasurer & CFO
/s/ Gilbert F. Rankin, Jr. March 29, 2001
- ---------------------------
Gilbert F. Rankin, Jr., Director
March 29, 2001
- ---------------------------
James P. McCann, Director
March 29, 2001
- ---------------------------
Dean H. Anderson, Director
March 29, 2001
- ---------------------------
Robert S. Throop, Director
March 29, 2001
- ---------------------------
Robert C. Stift, Director
March 29, 2001
- ---------------------------
James L. Packard, Director
March 29, 2001
- ---------------------------
Daniel W. Duval, Director
March 29, 2001
- ---------------------------
Virgis W. Colbert, Director
THE MANITOWOC COMPANY, INC.
ANNUAL REPORT ON FORM 10-K
FOR THE YEAR ENDED DECEMBER 31, 2000
INDEX TO EXHIBITS
Filed
Exhibit
No. Description Herewith
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, as amended February
15, 1999.
10.3(a)** Form of Contingent Employment Agreement between the Company and
the following executive officers of the Company:
Terry D. Growcock, Maurice D. Jones, Thomas G. Musial and Glen E.
Tellock (filed as Exhibit 10(a) to the Company's Annual Report
on Form 10-K for the fiscal year ended December 31, 2000
and incorporated herein by reference).
10.3(b)** Form of Contingent Employment Agreement between the Company and
the following executive officers of the Company and certain other
employees of the company:
Thomas J. Bryne, Robert A. Giebel, Jr. and Timothy J. Kraus.
(filed as Exhibit 10(b) to the Company's Annual Report
on Form 10-K for the fiscal year ended December 31, 2000
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.
10.6(c) **Supplemental Retirement Agreement between
and Terry D. Growcock, Glen E. Tellock, Tom G. Musial and
Timothy J. Kraus and the Company dated May 2000
(filed as Exhibit 10(c) to the Company's Annual Report on
Form 10-K dated December 31, 2000 and incorporated herein
by reference).
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 X
Director Stock Option Plan as amended February
2000 (filed as Exhibit 10(d) to the Company's
Report on Form 10-K, dated as of December
31, 2000 and incorporated herein by reference).
11 Statement regarding computation of basic and diluted
earnings per share (see Note 7 to the 2000
Consolidated Financial Statements included herein). X
13 Portions of the 2000 Annual Report to Shareholders
of The Manitowoc Company, Inc. incorporated by
reference into this Report on Form 10-K. X
20(a) Press Release dated Sept. 18, 2000, regarding the
company's third-quarter expectations. X
20 (b) Press Release dated November 20, 2000, regarding the
completion of the purchase Marinette Marine Corporation. X
21 Subsidiaries of The Manitowoc Company, Inc. X
23.1 Consent of PricewaterhouseCoopers LLP, the Company's
Independent Accountants. 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.
10k-2000