10-K 1 k10-00.txt MANITOWOC 2000 10-K 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. ------------------------------------------------------- (Exact name of registrant as specified in its charter) Wisconsin 39-0448110 -------------------------------------------------------------- (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification Number) 500 South 16th Street, Manitowoc, Wisconsin 54221-0066 -------------------------------------------------------------- (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 -------------------------------------------------------------- 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 ----------- Item 1. Business ------------ GENERAL --------------- 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 -------------------------------------------------------------- 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 ---------------------------------------- Foodservice Equipment ------------------------------ 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 ------------------------------------- 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 --------- 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 ----------------------- 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 ------------------------------------ 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 --------------------------------------- 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 -------------- 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 ---------------- 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 -------------------------- 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 ---------------------------------- 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