UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
FORM 10-K
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1999
[_] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from ________ to ________
Commission File Number 1-11978
THE MANITOWOC COMPANY, INC.
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(Exact name of registrant as specified in its charter)
Wisconsin 39-0448110
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
500 South 16th Street, Manitowoc, Wisconsin 54220
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(Address of Principal Executive Offices)(Zip Code)
Registrant's Telephone Number, Including Area Code: (920) 684-4410
Securities Registered Pursuant to Section 12(b) of the Act:
Common Stock, $.01 Par Value New York Stock Exchange
(Title of Each Class) (Name of Each Exchange on Which Registered)
Common Stock Purchase Rights
Securities Registered Pursuant to Section 12(g) of the Act:
Indicate by check mark whether the registrant: (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for such
shorter period that the registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90
days.
YES [ X ] No [ ]
Indicate by check mark if disclosure of delinquent filers
pursuant to Item 405 of Regulation S-K is not contained herein, and
will not be contained, to the best of registrant's knowledge, in
definitive proxy or information statements incorporated by reference
in Part III of this Form 10-K or any amendment to this Form 10-K. [X]
The Aggregate Market Value on January 31, 2000, of the
registrant's Common Stock held by non-affiliates of the registrant was
$674,556,122 based on the $27.31 per share average of high and low
sale prices on that date.
The number of shares outstanding of the registrant's Common Stock
as of January 31, 2000 the most recent practicable date, was
26,088,369.
DOCUMENTS INCORPORATED BY REFERENCE
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Portions of registrant's Annual Report to Shareholders for the
year ended December 31, 1999 (the "1999 Annual Report"), are
incorporated by reference into Parts I and II of this report.
Portions of the registrant's Proxy Statement, to be prepared and filed
for the Annual Meeting of Shareholders, dated March 20, 2000 (the
"2000 Proxy Statement"), are incorporated by reference in Part III of
this report.
See Index to Exhibits.
PART I
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Item 1. Business
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GENERAL
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The Manitowoc Company, Inc. (the "Company" or "Manitowoc"), a
Wisconsin corporation, is a diversified, capital goods manufacturer
headquartered in Manitowoc, Wisconsin. Founded in 1902, the Company
is principally engaged in: a) the design and manufacture of commercial
ice machines, ice/beverage dispensers and refrigeration products for
the foodservice, lodging, convenience store, healthcare and the soft-
drink bottling and dispensing industries; (b) the design and
manufacture of cranes and related products which are used by the
energy, construction, mining and other industries; and (c) ship-
repair, conversion, and new construction services for the maritime
industry. The Company currently operates a large-crane manufacturing
facility and an ice machine and reach-in refrigerator/freezer
manufacturing facility in Manitowoc, Wisconsin; six refrigeration
products facilities located in Tennessee, Nevada, and Wisconsin; an
ice/beverage dispenser manufacturing facility in Indiana; a dispensing
valve manufacturing facility in Oregon; a cold plate manufacturing
facility in California; a beverage service organization with locations
in Ohio, Illinois, Texas, Connecticut, Virginia, Georgia, and
California; ship repair yards in Sturgeon Bay, Wisconsin and Toledo
and Cleveland, Ohio; a crane re-manufacturing facility in Bauxite,
Arkansas; a crane replacement parts manufacturing facility in
Punxsutawney, Pennsylvania and Pompano Beach, Florida; and boom truck
crane operations in Georgetown, Texas and York, Pennsylvania.
For information relating to the Company's lines of business and
industry segments, see "Management's Discussion and Analysis of
Results of Operations and Financial Condition", "Eleven-Year Financial
Summary", Note 1 . "Research and Development" and Note 16 to
Consolidated Financial Statements on pages 24-29, 30-31, 37, and 42,
respectively, of the 1999 Annual Report, which are incorporated herein
by reference.
PRODUCTS AND SERVICES
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Foodservice Equipment
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The Foodservice Equipment business segment designs, manufactures
and markets commercial ice-cube machines and storage bins;
ice/beverage dispensers; walk-in refrigerators and freezers; reach-in
refrigerators and freezers; refrigerated undercounters and food prep
tables; private label residential refrigerators/freezers; post-mix
beverage dispensing valves; cast aluminum cold plates; long draw beer
dispensing systems; compressor racks, and modular refrigeration
systems; plus backroom beverage equipment distribution services.
Products are sold under the brand names Manitowoc, Kolpak, SerVend,
McCall, Flomatic, Compact, Icetronic, and RDI.
Several models of commercial ice-cube machines, offering daily
production capacities from 65 to 1,880 pounds and featuring a patented
self-cleaning capability, are designed, manufactured and marketed by
Manitowoc Ice, Inc. The ice machines are complemented by storage
bins, with capacities from 150 to 950 pounds, and optional accessories
such as water filters and ice baggers. Manitowoc Ice, Inc. also
produces reach-in refrigerators and freezers which are available in
one-, two-, and three-door models, with capacities up to 72 cubic
feet. All units feature patented, top-mount, drop-in refrigeration
modules that operate with environmentally friendly HFC refrigerants.
During 1999, Manitowoc Ice, Inc. introduced its new patented
"QuietQube" ice-cube machines, which feature CVD (cool vapor defrost)
technology, operate heat-free and are 75% quieter than non-CVD units.
These new machines are ideally suited for new restaurants, which often
feature more open designs, and for use with the self-service beverage
systems increasingly found in quick service restaurants and
convenience stores. Manitowoc Ice also continues to benefit from its
1997 introduction of the new Q-Series ice machines. These models set
an industry standard for aesthetic design and incorporate plastic and
stainless steel components for added durability and corrosion
resistance.
On February 10, 2000, the Company purchased Beverage Equipment
Supply Company (BESCO), a leading midwest wholesale distributor of
beverage dispensing equipment. BESCO was integrated with the
Company's Manitowoc Beverage Systems, Inc. (MBS) operation.
On April 9, 1999, the Company completed the acquisition of Kyees
Aluminum, Inc., a leading supplier of cooling components for the major
suppliers of fountain soft-drink beverage dispensers. Kyees is a
technology leader in manufacturing aluminum cold plates, a key
component used to chill soft-drink beverages in dispensing equipment.
On January 11, 1999, the Company completed its acquisition of
Purchasing Support Group (PSG), renamed MBS. MBS is a systems
integrator, with nationwide distribution of backroom equipment and
support system components. It serves the beverage needs of
restaurants, convenience stores and other outlets. MBS operates in
the Northeast and Atlantic Coast regions, as well as in portions of
Arizona, California, Florida, Texas, Georgia and Nevada. This
acquisition has improved the distribution of Manitowoc's beverage
dispensing equipment and open new markets.
For additional information on acquisitions, see Note 11 to
Consolidated Financial Statements on page 40 of the 1999 Annual
Report, which is incorporated herein by reference.
In October 1994, the Company, through its wholly owned
subsidiary, Manitowoc Equipment Works PTE, Ltd., entered into an
arrangement with Hangzhou Household Electric Appliance Industrial
Corporation and formed Hangzhou Wanhua, Ltd., to produce ice machines
in China. The joint-venture factory produces the Company's new model
QM-20 ice machine. The QM-20 produces 30 pounds of ice per day. It
was developed to meet the needs of customers in overseas markets that
do not require the 160 to 1,890 pound daily outputs of the standard
ice making models.
The Foodservice Equipment business segment sales are made from
the Company's inventory and sold worldwide through independent
wholesale distributors, chain accounts, and government agencies. The
distribution network now extends to 80 distributors in 70 countries
within Western Europe, the Far East, the Middle East, the Near East,
Latin America, North America, the Caribbean, and Africa. A new
distribution facility in Rotterdam, Holland has enabled the Company to
increase sales of ice and refrigerated foodservice equipment in
Europe.
Since sales are made from the Company's inventory, orders are
generally filled within 24 to 48 hours. The backlog for unfilled
orders for Foodservice Equipment at December 31, 1999 and 1998 was not
significant.
Cranes and Related Products
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The Company designs and manufactures a diversified line of
crawler- and truck-mounted lattice-boom cranes, hydraulically powered
telescopic boom trucks, rough-terrain forklifts, and material
handling equipment, which are sold under the "Manitowoc", "Manitex",
"Spyper", "Pioneer", "USTC", and "Tailgator" names for use by the
energy, construction, mining, pulp and paper, and other industries.
The Company also specializes in crane rebuilding and remanufacturing
services, aftermarket replacement parts for cranes and excavators and
industrial repair and rebuilding services for metal-forming, scrapyard
and recycling equipment, which are sold under the "Femco" name. Many
of the Company's customers purchase one crane together with several
options to permit use of the crane in various lifting applications and
other operations. Various crane models combined with available
options have lifting capacities ranging from approximately 10 to 1,500
U.S. tons and excavating capacities ranging from 3 to 15 cubic yards.
The Company has developed a line of hydraulically-driven,
electronically-controlled M-Series crawler cranes. M-Series cranes
are easier to transport, operate and maintain, and are more productive
in a number of applications. Six models, along with various
attachments, have been introduced with lifting capacities ranging from
65 to 1,500 U.S. tons.
During 1999, Manitowoc Cranes introduced the Model 21000, a
1,000-ton capacity crawler crane that features the "Octa-trac" crawler
system - four sets of dual crawlers minimizing ground bearing pressure
and simplifying transportation. In addition to delivering exceptional
lifting capacity, the 21000 also provides superior high-reach
capability and can be trucked to a job site, assembled and ready to
work in just 20 hours. Also during 1999, Manitowoc Cranes introduced
the MAX-ER, a capacity enhancing attachment for Models 2250 and 21000.
To serve the growing market of the smaller independent
contractors and rental-fleet customers who need smaller, less
complicated, easily transportable, and more versatile cranes,
Manitowoc Cranes developed a new line of value-priced cranes with
those characteristics. The first of these, the 100-ton lifting
capacity Model-222 crane, has successfully captured a large portion of
the rental market for self-erecting cranes.
On January 14, 2000, the Company acquired certain assets of
Pioneer Holdings LCC, a manufacturer of hydraulic boom trucks. The
acquisition complements the Company's Manitex and USTC product lines.
USTC introduced the Model 40MTC during 1999, the first 40-ton
capacity boom truck in the industry that is a cost-attractive
alternative to hydraulic truck cranes.
Femco Machine Co., acquired in 1994, is a manufacturer of parts
for cranes, draglines, and other heavy equipment. Femco is located in
Punxsutawney, Pennsylvania and Pompano Beach, Florida.
Femco and Manitowoc Re-Manufacturing, located in Bauxite,
Arkansas, together form the Aftermarket Group. These companies
rebuild and remanufacture used cranes, both Manitowoc and non-
Manitowoc units, for owners who want to add value to their existing
cranes. The companies also produce replacement parts for cranes and
excavators and perform industrial repair and rebuilding services for
metal forming scrapyard and recylcing equipment. Femco's existing
South Florida operation is ideally positioned to serve the large Latin
American market where used cranes are the order of the day.
The Company's cranes and related products are sold throughout
North America and foreign countries by independent distributors, and
by Company- owned sales subsidiaries located in Mokena, Illinois, and
Northampton, England.
Distributors generally do not carry inventories of new cranes,
except for the smaller truck cranes. Most distributors maintain
service facilities and inventories of replacement parts. Company
employed service representatives usually assist customers in the
initial set-up of new cranes.
The Company does not generally provide financing for either its
independent distributors or their customers; however, dealers
frequently assist customers in arranging financing and may accept used
cranes as partial payment on the sale of new cranes.
See Note 16 to Consolidated Financial Statements on page 42 of
the 1999 Annual Report with respect to export sales, which is
incorporated herein by reference. Such sales are usually made to the
Company's foreign subsidiaries or independent distributors, in
addition to sales made to domestic customers for foreign delivery.
Foreign sales are made on Letter of Credit or similar terms.
The year-end backlog of crane products includes orders which have
been placed on a production schedule, and those orders which the
Company has accepted and which are expected to be shipped and billed
during the next year. The backlog of unfilled orders for cranes and
related products at December 31, 1999 approximated $136.0 million, as
compared with $144.1 million a year earlier. The decrease is
primarily due to the faster order fill rates achieved during 1999,
which meant the backlog was being worked off more quickly than in
previous years.
Marine
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The Company had been a shipbuilder since its inception in 1902.
For almost seven decades, all shipbuilding operations were conducted
in Manitowoc, Wisconsin. Two adjoining shipyards in Sturgeon Bay,
Wisconsin, were acquired in 1968 and 1970, and all shipbuilding
activities were transferred to those facilities.
In January, 1992, the Company acquired substantially all the
assets of Merce Industries, Inc. Merce Industries, Inc. operated the
ship repair facility owned by the Port Authority of Toledo, Ohio, and
similar operations in Cleveland, Ohio. Included with the acquisition
was the assumption of a lease agreement with the Port Authority for
the ship repair facilities.
The Marine Group (made up of Bay Shipbuilding Co. (BSC), Toledo
Shiprepair Co., and Cleveland Shiprepair Co.) dry-docks and services
commercial vessels of all sizes, including 1,000-foot super carriers,
the largest vessels sailing the Great Lakes. The Marine Group's
capabilities include planned and emergency maintenance, vessel
inspections, five-year surveys, conversions, repowering, and
retrofitting plus repair service for hulls, turbines, boilers,
propulsion systems and automated cargo/ballasting systems. To reduce
seasonality, the Marine Group performs non-marine industrial repair
during the summer months.
During 1998, BSC was awarded a contract to build a twin-hull,
ocean-going tank barge for use by ExxonMobil. The Seneca, a 504-foot,
double-hulled tank barge was delivered during the fourth quarter of
1999. The 140,000-barrel barge will haul grade A refined petroleum
products, including gasoline, jet fuel, and distillates, to major
metropolitan markets along the Eastern Seaboard and Hudson River.
In May 1999, the Marine Group delivered the dipper dredge, New
York, the largest dredge of its kind in the world.
During November 1999, the Marine Group signed a contract with
Great Lakes Dredge & Dock to build a 5,000-cubic-meter hopper dredge.
This highly automated and self-propelled ship will incorporate bottom
dump doors, an innovation allowing rapid unloading of dredged
material. Designed to operate at service speeds of 14 knots, the
vessel can dredge at depths to 90 feet.
The year-end backlog for the marine segment includes repair and
maintenance work presently scheduled at the shipyard which will be
completed in the next year. At December 31, 1999, the backlog
approximated $10.5 million (not including construction projects),
compared to $9.1 million one year ago.
Raw Materials and Supplies
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The primary raw material used by the Company is structural and
rolled steel, which is purchased from various domestic sources. The
Company also purchases engines and electrical equipment and other
semi- and fully-processed materials. It is the policy of the Company
to maintain, wherever possible, alternate sources of supply for its
important materials and parts. The Company maintains inventories of
steel and other purchased material. The Company has been successful
in its goal to maintain alternative sources of raw materials and
supplies, and therefore, is not dependent on a single source for any
particular raw material or supply.
Patents, Trademarks, Licenses
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The Company owns a number of United States and foreign patents
pertaining to its crane and foodservice products, and has presently
pending applications for patents in the United States and foreign
countries. In addition, the Company has various registered and
unregistered trademarks and licenses which are of material importance
to the Company's business. While the Company believes its ownership
of this intellectual property is adequately protected in customary
fashions under applicable law, no single patent, trademark or license
is critical to the Company's overall business.
Seasonality
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Typically, the second quarter represents the Company's best
quarter in all of the business segments. Since the summer brings
warmer weather, there is an increase in the use of ice machines. As a
result, distributors build inventories during the second quarter for
the increased demand. In the Cranes and Related Products segment,
summer also represents the main construction season. Customers
require new machines, parts, and service in advance of that season.
With respect to the Marine segment, the Great Lakes shipping
industry's sailing season is normally May through November. Thus,
barring any emergency groundings, the majority of repair and
maintenance work is performed during the winter months and the work is
typically completed during the first and second quarter of the year.
Competition
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All of the Company's products are sold in highly competitive
markets. Competition is at all levels, including price, service and
product performance.
Within the ice beverage group of the Foodservice Equipment
segment, there are several manufacturers with whom the Company
competes. The primary competitors include Scotsman Industries
(tradename Scotsman and Crystal Tips), Prospect Heights, Illinois;
Welbilt Company (tradename Ice-O-Matic), New Hyde Park, New York; and
Hoshizaki American, Inc. (tradename Hoshizaki), Peachtree City,
Georgia. The Company believes that it is the leading, low-cost,
producer of ice machines in North America. Competitors within the
beverage dispenser/dispensing valves market include IMI Cornelius,
Anoka, Minnesota, and Lancer Corporation, San Antonio, Texas. The
Company is one of the leading suppliers of fountain equipment and
dispensing valves used by soft-drink bottlers.
The list of competitors for the refrigeration group of the
Foodservice Equipment segment line include Beverage Air, Spartanburg,
South Carolina; The Delfield Company, Mt. Pleasant, Michigan; Traulsen
& Company, Inc., College Point, New York; True Food Service Company,
O'Fallon, Missouri; Masterbilt, New Albany, Mississippi; Nor-Lake
Incorporated, Hudson, Wisconsin; and American Panel, Ocala, Florida.
The Company is one of the leading producers of small undercounter
refrigeration units and large refrigerated warehouses as well as a
supplier of walk-in refrigerator/freezers to many of the leading
restaurant and grocery chains in the United States.
With respect to crawler cranes, there are numerous domestic and
foreign manufacturers of cranes with whom the Company competes,
including Link Belt Construction Equipment Co., a subsidiary of
Sumitomo Corporation, Tokyo, Japan; Kobelco, Kobe Steel, Ltd., Tokyo,
Japan; Mannesmann Demag Baumaschinen, Zweibrucken, West Germany;
Liebherr-Werk Ehingen GMBH, Ehingen, West Germany; Hitachi
Construction Machinery Co., Ltd., Tokyo, Japan; and Terex Corporation,
Westport, Connecticut. Within the market the Company serves, lattice
boom crawler cranes with lifting capacities greater than 150 tons,
Manitowoc is a world leader of this equipment.
The competitors within the boom truck crane market include Terex
Corporation, Westport Connecticut, and Grove Crane, Shady Grove,
Pennsylvania. The Company believes that its current output of boom
truck cranes ranks second among its competitors.
In the ship repair operation, the Company is one of two
operational shipyards on the Great Lakes capable of drydocking and
servicing 1000 foot Great Lakes bulk carriers; the other is Erie
Marine Enterprises, Erie, Pennsylvania. There are two other shipyards
on the Great Lakes, Fraser Shipyards, Inc., Superior, Wisconsin, and
H. Hansen Industries, Toledo, Ohio, with whom the Company competes for
drydocking and servicing smaller Great Lakes vessels. The Company
also competes with many smaller firms which perform top side repair
work during the winter lay-up period. In addition, there are
shipyards on the East, West and Gulf Coasts capable of converting and
reconstructing vessels of sizes that can enter the Great Lakes through
the St. Lawrence Seaway and the Wellen Canal. There are also
shipyards on the inland rivers capable of servicing smaller,
specialized vessels which the Company is capable of servicing.
For additional information regarding the company's competition,
see "Manitowoc Business and Product Overview" on pages 6-7 of the 1999
Annual Report, which is incorporated herein by reference.
Employee Relations
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The Company employs approximately 3,200 persons, of whom about
660 are salaried. The number of employees is consistent with the
prior year.
The Company has labor agreements with 17 union locals. There
have been no work stoppages during the three years ended December 31,
1999.
Item 2. PROPERTIES
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Owned
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The Company owns Foodservice Equipment manufacturing facilities
located in Manitowoc, Wisconsin; River Falls, Wisconsin; Parsons,
Tennessee; Sellersburg, Indiana; Scotts Hill, Tennessee; and LaMirada,
California.
Manitowoc Ice, Inc.'s production of ice machines and reach-in
coolers are housed in a recently expanded 368,000 square foot facility
in Manitowoc, Wisconsin. The 128,000 square foot addition was
completed during 1995 and permitted both ice machines and reach-ins to
be manufactured in the same facility.
The Company owns and operates manufacturing facilities located in
Parsons, Tennessee and River Falls, Wisconsin. The Parsons and River
Falls facilities have approximately 212,000 and 133,000 square feet of
manufacturing and office space, respectively. In 1998, the Company
closed a 40-000 square foot manufacturing facility in Scott Hills,
Tennessee and consolidated the warehousing into its Parsons, Tennessee
facility. The Scotts Hill plant is currently held for sale.
SerVend International, Inc. has approximately 140,000 square feet
of manufacturing and office space located in Sellersburg, Indiana.
Kyees Aluminum manufacturing and office space consists of
approximately 15,000 square feet located in LaMirada, California.
Cranes and related products are manufactured at plant locations
in Manitowoc, Wisconsin; Georgetown, Texas; York, Pennsylvania;
Bauxite, Arkansas; and Punxsutawney, Pennsylvania. During 1995, the
crane operations in Manitowoc completed a move from the original plant
located in the central city to consolidate all its activities at the
existing South Works facility. South Works' construction was
completed in 1978 and is comprised of approximately 265,000 square
feet of manufacturing and office space located on 76 acres. The
original plant, which includes approximately 600,000 square feet of
manufacturing and office space, is currently being held for sale.
The Punxsutawney operations consist of two manufacturing and
office facilities operated as Femco Machine Co. These facilities have
approximately 71,000 square feet and are located on approximately 34
acres.
In 1993, the Manitex boom truck crane operations were moved to
Georgetown, Texas. The Company purchased an existing manufacturing
and office facility totaling approximately 175,000 square feet.
The USTC manufacturing and office facility, acquired in November
1998, has approximately 110,000 square feet and is located on
approximately 17 acres in York, Pennsylvania.
In June, 1987, the Company purchased an existing 20,000 square
foot facility in Bauxite, Arkansas, for the remanufacturing of used
cranes. This facility began operations in fiscal 1988.
The Company's shipyard in Sturgeon Bay, Wisconsin, consists of
approximately 55 acres of waterfront property. Four of those acres,
which connect two operating areas of the shipyard, are leased under a
long term ground lease. There is approximately 295,000 square feet of
enclosed manufacturing and office space. Facilities at the shipyard
include a 140 foot by 1,158 foot graving dock, the largest on the
Great Lakes. In addition, there is a 250 foot graving dock, and a 600
foot floating drydock.
Additional properties consist primarily of a crane sales office
and warehouse facility located in Northampton, England.
Geographic Areas
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The information required by this item is incorporated by
reference from Note 16 to Consolidated Financial Statements on page 42
of the 1999 Annual Report.
Leased
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The Company leases three manufacturing facilities for the
Foodservice Equipment segment including approximately 90,000 square
feet in Selmer, Tennessee; 150,000 square feet in Sparks, Nevada;
5,000 square feet in Portland, Oregon; and approximately 17,000 square
feet in LaMirada, California. The Company also leases office and/or
warehouse space in Franklin, Tennessee; Danbury, Connecticut; Roanoke
Virginia; Granby, Connecticut; Lithonia, Georgia; Orlando, Florida;
Irwindale, California; Dallas, Texas; Buena Park, California; Holland,
Ohio; and Lombard, Illinois. In addition, the Company leases sales
offices and warehouse facilities for cranes and related products in
Mokena, Illinois. Facilities are also leased in Pompano Beach,
Florida for parts manufacturing and crane re-manufacturing.
Furthermore, the Company leases the shipyard facilities at Toledo and
Cleveland, Ohio for the marine segment. These facilities include
waterfront land, buildings, and 800-foot and 550-foot graving docks.
Item 3. LEGAL PROCEEDINGS
---------------------------------
The information required by this item is incorporated by
reference from Note 13 to Consolidated Financial Statements on page 41
of the 1999 Annual Report.
Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
------------------------------------------------------------
No matters were submitted to security holders for a vote during
the fourth quarter of the Company's fiscal year ended December 31,
1999.
Executive Officers of the Registrant
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Each of the following officers of the Company has been elected to a
one-year term by the Board of Directors. The information presented is
as of January 31, 2000.
Position With Principal Position
Name Age The Registrant Held Since
----------- ------ -------------------- ------------------
Terry D. Growcock 54 President & CEO 1998
Glen E. Tellock 38 Vice President & CFO 1999
Thomas G. Musial 48 Vice President - Human Resources 1995
and Administration
Maurice D. Jones 40 Secretary and General Counsel 1999
Terry D. Growcock, 54, president and chief executive officer since
1998. Previously, president and general manager of Manitowoc Ice,
Inc. (1996); also executive vice president of Manitowoc Equipment
Works (1994). Prior to joining Manitowoc, Mr. Growcock served in
numerous management and executive positions with Siebe plc and United
Technologies.
Glen E. Tellock, 38, vice president and chief financial officer since
1999. Previously, Mr. Tellock served as vice president of finance and
treasurer (1998), corporate controller (1992) and director of
accounting (1991). Prior to joining Manitowoc, Mr. Tellock served as
financial planning manager with the Denver Post Corporation, and as an
audit manager for Ernst & Whinney.
Thomas G. Musial, 48, vice president human resources since 1995.
Previously, manager of human resources (1987) and personnel/industrial
relations specialist (1976).
Maurice D. Jones, 40, secretary and general counsel (1999). Prior to
joining Manitowoc, Mr. Jones was a partner in the law firm of David
Kuelthau, S.C., and served as legal counsel for Banta Corporation.
PART II
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Item 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED
STOCKHOLDER MATTERS
------------------------------------------------------------
The information required by this item is incorporated by reference
from "Eleven-Year Financial Summary" "Quarterly Common Stock Price
Range," "Supplemental Quarterly Financial Information (Unaudited),"
and "Investor Information," on pages 30-31, 44 and back cover,
respectively, of the 1999 Annual Report.
Item 6. SELECTED FINANCIAL DATA
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The information required by this item is incorporated by reference
from "Eleven-Year Financial Summary" on pages 30-31 of the 1999 Annual
Report.
Item 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
- ------------------------------------------------------------
The information required by this item is incorporated by reference
from "Management's Discussion and Analysis of Results of Operations
and Financial Condition" on pages 24-29 of the 1999 Annual Report.
Item 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
- --------------------------------------------------------------------
The information required by this item is incorporated by reference
from "Management's Discussion and Analysis of Results of Operations
and Financial Condition" on pages 24-29 of the 1999 Annual Report.
Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
- ------------------------------------------------------------
The financial statements required by this item are incorporated by
reference from pages 32-43 of the 1999 Annual Report. Supplementary
financial information is incorporated by reference from "Supplemental
Quarterly Financial Information (Unaudited)" on page 44 of the 1999
Annual Report.
Item 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE
- ---------------------------------------------------------------
None.
PART III
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Item 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
- ------------------------------------------------------------
The information required by this item is incorporated by reference
from the sections of the 2000 Proxy statement captioned "Section 16(a)
Beneficial Ownership Reporting Compliance" and "Election of
Directors". See also "Executive Officers of the Registrant" in Part I
hereof, which is incorporated herein by reference.
Item 11. EXECUTIVE COMPENSATION
- ----------------------------------------
The information required by this item is incorporated by reference
from the sections of the 2000 Proxy statement captioned "Compensation
of Directors", "Executive Compensation", and "Contingent Employment
Agreements".
Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
AND MANAGEMENT
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The information required by this item is incorporated by reference
from the section of the 2000 Proxy statement captioned "Ownership of
Securities".
Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
- ------------------------------------------------------------
None.
PART IV
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Item 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS
ON FORM 8-K
- ------------------------------------------------------------
(a) Documents filed as part of this Report.
(1) Financial Statements:
The following Consolidated Financial Statements are filed as part of
this report under Item 8, "Financial Statements and Supplementary
Data":
Report of Independent Public Accountants on years ended December 31,
1999, 1998, and 1997 Financial Statements.
Consolidated Statements of Earnings for the years ended December 31,
1999, 1998, and 1997.
Consolidated Balance Sheets as of December 31, 1999 and 1998.
Consolidated Statements of Cash Flows for the years ended December 31,
1999, 1998, and 1997.
Consolidated Statements of Stockholders' Equity and Comprehensive
Income for the years ended December 31, 1999, 1998 and 1997.
Notes to Consolidated Financial Statements.
(2) Financial Statement Schedules:
Financial Statement Schedules for the years ended December 31,
1999, 1998, and 1997.
Schedule Description Filed Herewith
--------- -------------- -----------------
II Valuation and Qualifying Accounts X
Report of Independent Accountants
on years ended December 31, 1999,
1998, and 1997 Financial Statement Schedule X
All other financial statement schedules not listed have been omitted
since the required information is included in the consolidated
financial statements or the notes thereto, or is not applicable or
required under rules of Regulation S-X.
(b) Reports on Form 8-K:
None
(c) Exhibits:
See Index to Exhibits immediately following the signature page
of this report, which is incorporated herein by reference.
REPORT OF INDEPENDENT ACCOUNTANTS ON
FINANCIAL STATEMENT SCHEDULE
To the Board of Directors of
The Manitowoc Company, Inc.
Our audits of the consolidated financial statements referred to in our
report dated January 25, 2000, except for information on Note 11, for
which the date is February 10, 2000, appearing on page 43 in the 1999
Annual Report of The Manitowoc Comapny, Inc. and Subsidiaries (which
report and consolidated financial statements are incorproated by
reference in this Form 10-K) also included an audit of the financial
statement schedule listed in Item 14(a)(2) of thsi Form 10-K. In our
opinion, this financial statement schedule presents fairly, in all
material respects, the information set forth therein when read in
conjunction with the related consolidated financial statements.
/s/ PricewaterhouseCoopers LLP
January 25, 2000 ------------------------------
- ----------------
PRICEWATERHOUSECOOPERS LLP
<TABLE>
<CAPTION>
THE MANITOWOC COMPANY, INC.
AND SUBSIDIARIES
SCHEDULE II: VALUATION AND QUALIFYING ACCOUNTS
FOR THE YEARS ENDED DECEMBER 31, 1997, 1998, AND 1999
BALANCE AT CHARGED TO BALANCE AT
BEGINNING COSTS AND END OF
DESCRIPTION OF YEAR EXPENSES DEDUCTIONS (1) YEAR
---------------------- ----------------- -----------------------------------------------------
<S> <C> <C> <C> <C>
YEAR ENDED DECEMBER 31, 1997:
Allowance for doubtful accounts $ 976,207 $1,479,633 $ (573,985) $ 1,881,855
YEAR ENDED DECEMBER 31, 1998:
Allowance for doubtful accounts $ 1,881,855 $ 481,924 $ (707,839) $ 1,655,940
YEAR ENDED DECEMBER 31, 1999:
Allowance for doubtful accounts $ 1,655,940 $ 2,220,924 $(2,073,863) $ 1,803,001
<FN>
(1)Deductions represent bad debts written-off, net of recoveries.
</FN>
</TABLE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the registrant has duly caused this
Report to be signed on its behalf by the undersigned, thereunto duly
authorized:
Dated: March 7, 2000
THE MANITOWOC COMPANY, INC.
By: /s/ Terry D. Growcock
----------------------------------------
Terry D. Growcock
President & Chief Executive Officer
By: /s/ Glen E. Tellock
----------------------------------------
Glen E. Tellock
Vice President and Chief Financial
Officer
Pursuant to the requirements of the Securities Exchange Act of
1934, this Report has been signed below by the following persons
constituting a majority of the Board of Directors on behalf of the
registrant and in the capacities and on the dates indicated:
/s/ Terry D. Growcock March 6, 2000
- -----------------------------------------------
Terry D. Growcock, President & CEO, Director
/s/ Glen E. Tellock March 6, 2000
- -----------------------------------------------
Glen E. Tellock, Vice President & CFO
/s/ Gilbert F. Rankin, Jr. March 6, 2000
- -----------------------------------------------
Gilbert F. Rankin, Jr., Director
/s/ George T. McCoy March 6, 2000
- -----------------------------------------------
George T. McCoy, Director
/s/ Guido R. Rahr, Jr. March 6, 2000
- -----------------------------------------------
Guido R. Rahr, Jr., Director
March 6, 2000
- -----------------------------------------------
James P. McCann, Director
March 6, 2000
- -----------------------------------------------
Dean H. Anderson, Director
March 6, 2000
- -----------------------------------------------
Robert S. Throop, Director
March 6, 2000
- -----------------------------------------------
Robert C. Stift, Director
<TABLE>
<CAPTION>
THE MANITOWOC COMPANY, INC.
ANNUAL REPORT ON FORM 10-K
FOR THE YEAR ENDED DECEMBER 31, 1999
INDEX TO EXHIBITS
Filed
Exhibit Description Herewith
No.
- ----- ------------------------------------------------------------------ ---------
<S> <C> <C>
3.1 Amended and Restated Articles of Incorporation as amended on
November 5, 1984 (filed as Exhibit 3(a) to the Company's
Annual Report on Form 10-K for the fiscal year ended June
29, 1985 and incorporated herein by reference).
3.2 Restated By-Laws (as amended through May 22, 1995) including
amendment to Article II changing the date of the annual
meeting (filed as Exhibit 3.2 to the Company's Quarterly
Report on Form 10-Q for the quarter ended June 30, 1995 and
incorporated herein by reference).
4.1 Rights Agreement dated August 5, 1996 between the Registrant
and First Chicago Trust Company of New York (filed as
Exhibit 4 to the Company's current Report on Form 8-K filed
on August 5, 1996 and incorporated herein by reference).
4.4 Articles III, V, and VIII of the Amended and Restated
Articles of Incorporation (see Exhibit 3.1 above).
4.5 Credit Agreement dated as of October 31, 1997, among The
Manitowoc Company, Inc., as Borrower, certain subsidiaries
from time to time parties thereto, as Guarantors, the
several Lenders, and NationsBank, N.A. as Agent (filed as
Exhibit 4.1 to the Company's Report on Form 8-K dated as of
October 31, 1997 and incorporated herein by reference).
4.6 Credit Agreement dated as of April 2, 1998, among The
Manitowoc Company, Inc., as Borrower and Prudential
Insurance Company (filed as Exhibit 4 to the Company's
Report on Form 10-Q, dated as of March 31, 1998 and
incorporated herein by reference).
4.7 Amended and Restated Credit Agreement, dated as of April 6,
1999 among The Manitowoc Company, Inc., as Borrower, and
several lenders, NationsBank, N.A., as Agent and Fleet Bank,
N.A., as Documentation Agent (filed as Exhibit 4 to the
Company's Report on Form 10-Q, dated as of March 31, 1999,
and incorporated herein by reference).
10.1(a) **The Manitowoc Company, Inc. Deferred Compensation Plan
effective August 20, 1993 (the "Deferred Compensation Plan")
(filed as Exhibit 4.1 to the Company's Registration
Statement on Form S-8 filed June 23, 1993 (Registration No.
33-65316) and incorporated herein by reference).
10.1(b) **Amendment to Deferred Compensation Plan adopted by the Board
of Directors on February 18, 1997.
10.2 ** The Manitowoc Company, Inc. Management Incentive
Compensation Plan (Economic Value Added (EVA) Bonus Plan)
effective July 4, 1993, and as amended February 15, 1999.
10.3 ** Form of Contingent Employment Agreement between the Company
and Messrs. Flynn, Keener, Musial, Growcock, Shaw, Schad,
Tellock, Jones and certain other employees of the Company
(filed as Exhibit 10(c)to the Company's Annual Report on
Form 10-K for the fiscal year ended July 1, 1989 and
incorporated herein by reference).
10.4 ** Form of Indemnity Agreement between the Company and each of
the directors, executive officers and certain other
employees of the Company (filed as Exhibit 10(d) to the
Company's Annual Report on Form 10-K for the fiscal year
ended July 1, 1989 and incorporated herein by reference).
10.5 ** Supplemental Retirement Agreement between Fred M. Butler and
the Company dated March 15, 1993 (filed as Exhibit 10(e) to
the Company's Annual Report on Form 10-K for the fiscal year
ended July 3, 1993 and incorporated herein by reference).
10.6(a) **Supplemental Retirement Agreement between Robert K. Silva
and the Company dated January 2, 1995 (filed as Exhibit 10
to the Company's Report on Form 10-Q for the transition
period ended December 31, 1994 and incorporated herein by
reference).
10.6(b) **Restatement to clarify Mr. Silva's Supplemental Retirement
Agreement dated March 31, 1997.
10.7(a) * The Manitowoc Company, Inc. 1995 Stock Plan (filed as
Appendix A to the Company's Proxy Statement dated April 2,
1996 for its 1996 Annual Meeting of Stockholders and
incorporated herein by reference).
10.7(b) The Manitowoc Company, Inc. 1999 Non-Employee Director Stock
Option Plan (filed as Exhibit 10 to the Company's Report on
Form 10-Q, dated as of June 30, 1999 and incorporated herein
by reference).
11 Statement regarding computation of basic and diluted
earnings per share (see Note 8 to the 1999 Consolidated
Financial Statements included herein). X
13 Portions of the 1999 Annual Report to Shareholders of The
Manitowoc Company, Inc. incorporated by reference into this
Report on Form 10-K. X
21 Subsidiaries of The Manitowoc Company, Inc. X
23.1 Consent of PricewaterhouseCoopers LLP, the Company's
Independent Public Accountants. X
27 Financial Data Schedule. X
<FN>
* 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.
</FN>
</TABLE>
PORTIONS OF THE 1999 ANNUAL REPORT TO SHAREHOLDERS
OF THE MANITOWOC COMPANY, INC. INCORPORATED
BY REFERENCE
MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS
AND FINANCIAL CONDITION
- --------------------------------------------------------------
BUSINESS DESCRIPTION. The Manitowoc Company and its affiliates are
market leaders in their domestic and international businesses.
The Foodservice Equipment Segment includes:
Ice/Beverage businesses which include one of the world's largest
manufacturers of ice-cube machines and combination ice/beverage
dispensers and dispensing valves - serving restaurants, hotels and
other institutions, as well as the soft-drink industry.
Refrigeration businesses which include one of the largest suppliers of
walk-in refrigerator/freezers in the world - serving restaurants,
hotels, and other institutions.
The Cranes and Related Products Segment includes:
Businesses with a leading share of the worldwide market for lattice-
boom crawler cranes (over 150-ton capacity) - serving heavy-
construction, crane-rental, dockside, and material-handling customers.
Operations with a leading share of the North American boom-truck
market - serving commercial, industrial, utility, construction, and
maintenance applications.
The Marine Segment is:
The leading provider of ship-repair, maintenance, conversion, and
construction services on the U.S. side of the Great Lakes.
Additional information on these business segments can be found on
pages 6 through 21.
FORWARD-LOOKING STATEMENTS. Statements in this report and in other
company communications that are not historical facts are forward-
looking statements, which are based on management's current
expectations. These statements involve risks and uncertainties that
could cause actual results to differ materially from what appears
here.
Forward-looking statements include the company's description of plans
and objectives for future operations, and the assumptions behind those
plans. The words "anticipates," "believes," "intends," "estimates,"
and "expects," or similar expressions, usually identify forward-
looking statements. In addition, goals established by Manitowoc
should not be viewed as guarantees or promises of future performance.
There can be no assurance the company will be successful in achieving
its goals.
In addition to the assumptions and information referred to
specifically in the forward-looking statements, a number of actors
relating to each business segment could cause actual results to be
materially different from what is presented here.
The Foodservice Equipment Segment - demographic changes affecting two-
income families and general population growth; household income;
weather; consolidation in the restaurant industry; the ability to
serve large restaurant chains as they expand their global operations;
the ice-cube machine replacement cycle in the U.S.; specialty
foodservice market growth; the demand for quick service restaurants
and kiosks; and growth in the soft-drink industry.
The Cranes and Related Products Segment - market acceptance of new and
innovative products; cyclicality in the construction industry; the
effects of the U.S. Transportation Equity Act for the 21st century
(TEA-21); growth in the world market for heavy cranes; the replacement
cycle of technologically obsolete cranes; and demand for used
equipment in developing countries.
The Marine Segment - shipping volume fluctuations based on performance
of the steel industry; weather on the Great Lakes; five-year survey
schedule; the replacement cycle of older marine vessels; the growth of
existing marine fleets; and the level of vessel construction and
industrial maintenance.
Corporate - changes in laws or regulations; successful identification
and integration of acquisitions; competitive pricing; domestic and
international economic conditions; interest rate risk; success in
increasing manufacturing efficiencies; and any unanticipated ongoing
Year 2000 computer hardware or software issues.
QUALITATIVE AND QUANTITATIVE MARKET RISK. Manitowoc is exposed to
market risks from changes in interest rates, commodities and, to a
lesser extent, foreign currency exchange. To reduce these risks, the
company selectively uses financial instruments and other proactive
management techniques. All hedging transactions are authorized and
executed under clearly define policies and procedures, and prohibit
using financial instruments for trading purposes or speculation.
Discussions of Manitowoc's accounting policies and further disclosures
on financial instruments are included in Notes 1 and 6 of the Notes to
Consolidated Financial Statements.
Interest Rate Risk - The company uses interest rate swaps to modify
its exposure to interest rate movements. This helps minimize the
adverse effect of interest rate increases on floating rate debt.
Under these agreements, Manitowoc contracts with a counter-party to
exchange the difference between a fixed rate and a floating rate
applied to the notional amount of the swap. At December 31, 1999, the
company's existing swap contracts expire at various times through
October 2002.
The interest payments or receipts from interest rate swaps are
recognized in net income as adjustments to interest expense on a
current basis. The company enters into swap agreements only with
financial institutions that have high credit ratings, which, in
management's opinion, limits Manitowoc's exposure to credit loss.
At year-end 1999, Manitowoc had two interest rate swap agreements
outstanding with financial institutions, with a total notional
principal amount of $17.6 million. The effect of these agreements on
the company's interest expense during 1999 was not significant. The
fair value of these interest rate swap agreements was $0.2 million at
December 31, 1999. On that date, the interest rates under the swap
agreements were 5.78% and 6.29%. The weighted average interest rate
for the company's floating rate debt during the year was 5.9%.
Commodity Prices - Manitowoc is exposed to fluctuating market prices
for commodities including steel, copper, and aluminum. Each of its
business segments is subject to the effects of changing raw material
costs caused by movements in underlying commodity prices. Manitowoc
has established programs to manage the negotiations of commodity
prices. Some of these programs are centralized within business
segments, and others are specific to a business unit. In general,
Manitowoc enters into contracts with its vendors to lock in commodity
prices at various times and for various periods to limit its near-term
exposure to fluctuations in raw material prices.
Currency Rick - The company has limited exposure to foreign currency
exchange fluctuations in some of its European and Southeast Asian
operations due to the small amount of transactions processed, and the
relative stability of the currencies exchanged. The company utilizes
foreign currency hedges to manage this exposure, when necessary. Use
of these instruments and strategies as been modest.
Long-Term Goals. Manitowoc has established and will work to achieve
these goals by the end of 2002:
- - Reach $1.3 billion in sales, with the increase coming equally from
internal and external growth.
- - Generate 80% of revenues from new products/models introduced or
acquisitions made since 1998.
- - Be EVA (Economic Value-Added) accretive in each business unit each
year.
- - Supplement core businesses with strategic acquisitions.
- - Continue to make global expansion a key priority.
- - Pursue ISO quality certification for all non-marine operations.
Reaching these goals includes the following annual financial
milestones:
- - 17% top-line growth.
- - Expanding earnings faster than sales.
- - Internal growth rates at double the industry average.
MARKET CONDITIONS. NORTH AMERICA. In 1999, the North American
economy experienced growth in the foodservice industry (with the
exception of the beverage dispensing niche) compared with relatively
flat sales between 1998 and 1997. Both the crane and marine
industries saw continued expansion in 1999.
The Foodservice Equipment Segment is benefiting from a number of long-
term trends that have resulted in 3% to 5% annual growth for the
foodservice industry: expansion in the restaurant market,
particularly among high-volume chains; movement of fast-food
franchises into non-traditional locations, such as automotive service
stations, convenience stores, and chain retail stores; growth in
health care facilities; additional international expansion; and the
continued recovery of the hotel and lodging industry. Two long-term
trends also support a return to growth for the beverage dispensing
niche market: higher quality, more attractive new products that speed
the beverage dispenser replacement cycle; and increased demand for
self-serve fountain equipment by various quick service industries.
All of these factors kept demand for foodservice equipment strong in
1999 in nearly all North American markets. Management expects these
industry trends will bring continued growth in 2000.
The Cranes and Relations Products Segment experienced greater demand
for its products again in 1999. This segment is expected to continue
its current growth trend over the next several years due to increasing
construction spending in the U.S.; the rebuilding of America's
infrastructure, funded by TEA-21 - the federal bill that provides $217
billion for rebuilding roads and bridges over the next five years;
growing international demand for cranes; and the continuing
replacement cycle for an aging large-capacity liftcrane fleet that is
becoming technologically obsolete.
The Marine Segment saw a continuation of positive growth trends in
1999 due to high levels of shipping tonnage (despite dumping of
foreign steel into the U.S. early in the year); the general economic
strength of heavy industry and manufacturing sectors; customer
interest in upgrading existing vessels and taking advantage of new
automation equipment; and the aging of the Great Lakes fleet -
averaging 39 years - which requires more maintenance and repair. In
1997, the Coast Guard changed its regulations and provided a one-year
extension of the five-year mandatory dry-docking requirement. Ship
owners must apply for the extension , and decisions are made on a
ship-by-ship basis. This did not have a significant impact on the
Marine Segment during 1999. Repair and construction activity was high
at all three facilities in addition to a high level of quoting
activity on project business for the year.
MARKET CONDITIONS. INTERNATIONAL. International. Manitowoc's
international sales grew 10% in 1999, contributing 11% of total
revenues.
The Foodservice Equipment Segment continued to see strong demand for
its refrigeration products in the Southeast Asian market, with Taiwan
and China contributing most of its international ice-cube machine
sales in 1999. These sales were driven by improvements in sanitation
- - where pure water is available, these countries want to offer the
Western convenience of ice. European demand remained steady during
the year, and some improvements were seen in Latin America.
International orders for refrigeration and ice-making equipment from
hotel and restaurant chains remained robust. Expansion of U.S. firms
into international markets and the desire of these firms to take their
proven suppliers with them helped fuel this activity.
The Cranes and Related Products Segment also saw improving markets in
China and Southeast Asia, as the price of oil firmed up later in the
year. Solid levels of demand were seen in Canada. Improving
economies in Europe, Africa, and Central and South America led to
greater demand for cranes during 1999.
The Marine Segment's repair and maintenance sales come primarily from
the U.S. While the North American Free Trade Agreement (NAFTA),
eliminated tariffs, making U.S. shipyards more competitive with their
Canadian counterparts, most Canadian shipping companies still choose
to have their vessels serviced in their home country. As a result,
Marine's most frequent source of international revenue is emergency
repair work on foreign-flagged vessels.
RESULTS OF OPERATIONS. This table summarizes the relationship
between components of operations as a percent of net sales for the
last three years.
Percent of Net Sales 1999 1998 1997
----- ----- -----
Net Sales 100.0 100.0 100.0
Cost of sales 71.0 71.8 72.0
Gross profit 29.0 28.2 28.0
Engineering, selling &
Administrative expenses 13.3 14.1 15.4
Amortization 0.9 0.8 0.7
Operating income 14.8 13.3 11.9
Interest and other (1.6) (1.6) (1.3)
Earnings before taxes 13.2 11.7 10.6
Income taxes 4.9 4.3 3.9
Net earnings 8.3 7.4 6.7
Net Sales _ Consolidated net sales, at $805.5 million, rose 15.9% for
1999. Approximately half of this increase came from internal growth,
with the rest from acquisitions made in the last two years.
Foodservice Equipment revenues rose 18.8% and Cranes and Related
Products expanded 12.3%. Both benefited from strong acceptance of new
products and recent acquisitions. Marine sales increased 21.6% on
strong demand for its repair and maintenance services, and the
construction of a tank barge and dipper dredge in its off-season.
For 1998, sales grew 27.3% to $694.8 million, based on higher revenues
at Foodservice Equipment (up 29.3%), Cranes and Related Products (up
27.1%) and Marine (up 16.0%). New products and acquisitions boosted
Foodservice Equipment and Cranes and Related Products sales, and the
Marine operation completed construction of a large dipper dredge
during the year.
Gross Profit _ Manitowoc continued its pattern of improving gross
margins; 29.0% in 1999 compared with 28.2% in 1998 and 28.0% in 1997.
Excluding the results of the two businesses acquired by Foodservice
Equipment earlier this year, the company's gross margin would have
been higher (at 29.5%). The Foodservice Equipment Segment realigned
into two groups along market channels in 1999-Ice/Beverage and
Refrigeration _ to strengthen its market presence, improve synergies,
and reduce costs, and began to move its ice machine operations to
"mixed model/demand flow" manufacturing. Cranes and Related Products
is benefiting from higher margins in the crawler crane and boom truck
businesses, due to increased productivity, lower labor costs, and the
cost effective use of outsourcing. The Marine Segment is the only
operation that did not improve its gross margins in 1999. This
resulted from a greater amount of project business during the year,
versus repair and service work. Increased project work in the Marine
Segment benefits the company in other ways, including: consistent
work flow throughout the year, smoothing traditional seasonality, and
strong cash flows.
Engineering, Selling and Administrative Expenses _ ES&A grew 9.4% to
$107.4 million for 1999, compared with the 16.5% increase to $98.1
million in 1998 and the 5.9% rise to $84.2 million in 1997. However,
ES&A continued to decrease as a percentage of net sales; 13.3% in 1999
versus 14.1% in 1998 and 15.4% in 1997. ES&A costs are not increasing
along with sales despite integrating a number of acquisitions, because
the company is continuing its tight cost controls in all segments, and
is identifying and implementing synergies within the Foodservice
Equipment and Cranes and Related Products Segments.
Operating Earnings _ The Foodservice Equipment and Cranes and Related
Products Segments improved their operating margins again in 1999.
This resulted in a 28.4% increase in consolidated operating earnings,
at $119.0 million, compared with a 42.5% increase to $92.6 million for
1998, and a 27.7% increase to $65.0 million in 1997. Operating
margins grew again this year, to 14.8% of sales versus 13.3% in 1998
and 11.9% in 1997. Manitowoc met its goal of increasing operating
margins by more than 50 basis points in both the Foodservice Equipment
and Cranes and Related Products Segments for the year.
Income Taxes _ The 1999 effective income tax rate was 37.0%, flat with
1998's 36.9% and 1997's 37.0%. In the past three years, Manitowoc has
benefited from a 1997 reorganization of its holding and operating
company structure along segment lines.
Net Earnings _ Higher sales, stronger margins, and a stable effective
tax rate led to the fourth straight year of record net earnings in
1999, at $66.8 million, or $2.55 per diluted share. This was 30.0%
higher than 1998's $51.4 million, or $1.97 per diluted share, which
represented a 41.1% increase over 1997's $36.4 million or $1.40 per
diluted share. The 1999 net earnings did not grow as quickly as
operating earnings due to an increase in interest expense resulting
from a greater amount of debt associated with acquisitions and higher
interest rates during the year.
In April 1999, Manitowoc completed its third three-for-two stock split
in four years. The board approved this move to express its confidence
in Manitowoc's future growth, to improve trading liquidity, and to
reward shareholders. The split is reflected in all share and per-
share figures in this report. Weighted average diluted shares
outstanding for 1999 were 26.2 million, compared with 26.1 million for
1998 and 1997.
THE FOODSERVICE EQUIPMENT SEGMENT. This segment contributed 47.1% of
total sales, making it the largest of Manitowoc's businesses. This
contrasts with its 46.0% contribution in 1998 and 45.3% in 1997. At
$379.6 million, Foodservice Equipment revenues increased 18.8% over
$319.5 million in 1998, which was a 29.3% improvement over $247.1
million in 1997. The major factors driving growth for the latest year
included: (1) the 1999 acquisitions of Manitowoc Beverage Systems
(MBS) and Kyees Aluminum, and the inclusion of the 50% interest in the
F.A.G. joint venture for the first full year; (2) the continued
success of the "Q" Series line of ice-cube machine; (3) a more
aggressive program by General Electric to market its Monogram
residential refrigerator/freezers; (4) McCall Refrigeration's ability
to take market share from competitors in the reach-in refrigerator
market; and (5) continued progress at SerVend in penetrating the
ice/beverage dispensing market.
Increased sales in 1998 were attributable to the inclusion of the
SerVend acquisition for an entire year and strong performances from
continuing operations, led by the positive market reception for the
new "Q" Service ice machines.
Management believes Foodservice Equipment Segment sales will continue
to expand, driven by increasing demand for prepared foods; growth in
small kiosk locations and quick-service restaurants; the replacement
cycle for larger walk-in coolers, freezers, and ice machines; and the
expansion of restaurant chains into less developed markets outside the
U.S.
Foodservice Equipment operating earnings grew faster than sales in
1999, increasing 23.5% to $65.4 million compared with 1998's $53.0
million and 1997's $36.7 million. This segment generated 47.5% of
total segment operating earnings in 1999 excluding general corporate
and amortization expenses, versus 49.0% in 1998 and 47.6% in 1997.
Foodservice operating margins met the goal of a 50 basis point
improvement reaching 17.2% in 1999, compared with 16.6% in 1998 and
14.9% for 1997. The principal factors driving this improvement
included productivity improvements at several Foodservice businesses,
increased sales volumes (spreading fixed costs over greater revenues),
and a continued focus on cost containment measures within engineering,
selling and administrative costs. Excluding the acquisitions of MBS
and Kyees in 1999, the Foodservice operating margin would have been
18.5%. In addition, 1999 was the first year that the joint venture in
China was profitable. The improvement in the 1998 operating margins
came from: (1) selling the Tonka operation, which was unprofitable;
and (2) margin improvements at McCall and Manitowoc Ice.
In the near term, the Foodservice Equipment Segment's greatest
opportunities lie in: (1) continuing to introduce new products, such
as the QuietQube line of ice machines in 1999; (2) continued
implementation of demand flow technology within the Foodservice
Segment; (3) benefiting from synergies created within the Ice/Beverage
and Refrigeration Groups, including combined purchasing and improved
manufacturing processes to help increase operating margins; (4)
benefiting from successful completion of the integration of the MBS
and Kyees acquisitions and (5) continuing to make acquisitions that
are EPS and EVA accretive. Barring unforeseen events, we believe this
segment should see another record year in 2000.
THE CRANES AND RELATED PRODUCTS SEGMENT. This segment generated
46.0% of total sales in 1999, compared with 47.5% in 1998 and 47.6% in
1997. At $370.7 million, Cranes and Related Products sales grew 12.3%
over 1998's $330.0 million, which was 27.1% higher than $259.6 million
for 1997. The most significant factors contributing to sales growth
in 1999 were the market's strong acceptance of new and innovative
products and the first full year's results from the acquisition of
USTC.
Manitowoc met its goal of introducing one new platform and attachment
in 1999. These included the Model 21000 liftcrane, MAX-ER attachments
for the 21000 and 2250 liftcranes, the Model 40MTC 40-ton boom truck
and continued penetration by the models 888 and 777 introduced in 1995
and 1998, respectively. Products acquired or premiering in the past
two years represented 55.3% of the order backlog (other than parts) at
the end of 1999, and 42.8% of total Cranes and Related Products sales
for the year.
Higher sales in 1998 resulted form demand for new products, including
the Models 888 and 777, and the Millennium Series of truck cranes.
Sales in 1998 were also boosted by the active replacement cycle for
crawler cranes, and increased orders from construction contractors.
A number of industry trends support Cranes and Related Products'
continued sales growth; (1) a large number of cranes in use are more
than 25 years old, and they are being replaced as contractors and
rental companies are introduced to new models that are technologically
advanced and easier to operate; (2) demand for cranes in developed and
developing countries outside the U.S. is expected to increase over the
long term; and (3) TEA-21 is expected to increase U.S. highway system
spending for construction during the next few years.
As Cranes and Related Products increases its manufacturing efficiency,
its year-end backlogs are decreasing and its order fill rates are
increasing. During 1999, the lattice boom crane operations
experienced lead time reductions of over 50% for its most popular
crane models. In the fourth quarter of 1999, several orders were
booked and delivered within the quarter. Backlog at the end of 1999
was $136.0 million, down slightly from 1998's $144.1 million and
$149.1 million for 1997. The majority of the 1999 backlog includes
orders for U.S. customers, with the remaining units going to Europe,
Canada, the Middle East, and other international markets.
Operating earnings for Cranes and Related Products grew 34.8% above
1998 levels, reaching $64.8 million in 1999, compared with 1998's
38.0% increase to $48.1 million, and 1997's 54.5% increase to $34.9
million. Cranes and Related Products contributed 47.2% of Manitowoc's
total segment operating earnings for 1999, excluding general corporate
and amortization expenses, compared with 44.5% in 1998 and 45.1% in
1997.
Cranes and Related Products operating margins met the goal of a 50
basis point improvement in 1999, reaching 17.5% compared with 14.6% in
1998 and 13.4% in 1997. This resulted from the increased sales
volumes at each operation, continued manufacturing efficiencies
through better integration of operations, better technology, increased
strategic outsourcing, and successful new product introductions.
Operating margins in 1998 rise on strong sales at each operation and
higher margins at Manitowoc Cranes and Manitex.
Near-term growth opportunities for Cranes and Related Products
include: (1) benefiting from continued new product development and
market acceptance; (2) continuing to improve manufacturing
efficiencies through additional outsourcing and capital improvements;
and (3) continued successful assimilation of acquisitions.
THE MARINE SEGMENT. This segment generated 6.9% of Manitowoc's 1999
sales, compared with 6.5% in 1998 and 7.2% in 1997. At $55.2 million,
Marine revenues grew 21.6% from $45.4 million in 1998, which was 16.0%
higher than the $39.2 million seen in 1997. The 1999 increase came
from higher amounts of project work (contributing 47.5% of revenues in
1999 compared to 30.2% in 1998) and solid levels of repair and
maintenance work (contributing 41.8% of revenues). The projects
included building a double-hull tank barge, completing a dipper
dredge, and the installation of a cargo handling/automation system.
At the end of 1999, Marine met its goal of having a 12-18 month
backlog of project work which included a hopper dredge and cutterhead
dredge. Revenues for 1998 included revenue from building a dipper
dredge and more small, higher margin service and construction
projects.
Marine operating earnings reached $7.3 million, up 4.6% over 1998's
$7.0 million, and an improvement over 1997's $5.6 million. This
segment contributed 5.3% of segment operating earnings for the year,
excluding general corporate and amortization expenses, compared with
6.5% in 1998 and 7.3% in 1997. For 1999, its operating margin was
13.2%, compared with 15.4% in 1998 and 14.4% for 1997. The decrease
in 1999 was due to a higher percentage of project work in its revenue
mix. However, each project Marine undertakes generates positive EVA
and keeps its experienced workforce and facilities busy during what
traditionally had been a slow period.
Marine's near-term growth opportunities include: (1) more dry-
dockings of 1,000-foot vessels scheduled for its Sturgeon Bay
facility; (2) increased interest in upgrading existing vessels and
taking advantage of new automation equipment; and (3) new and
potential construction projects, similar to the double-hull tank barge
and such as the Great Lakes Dredge & Dock hopper dredge, scheduled for
delivery in 2001.
LIQUIDITY AND CAPITAL RESOURCES. Cash flows from operations of $103.4
million increased 81.9% from 1998's $56.8 million, which were 30.3%
higher than $43.6 million in 1997. The improvement came from higher
net earnings and a continued focus on working capital management and
EVA. The primary uses of cash for 1999 were: (1) $62.1 million for
acquisitions; (2) $27.3 million in debt payments; (3) $13.7 million
in capital expenditures; and (4) $7.8 million in dividend payments.
Management estimates that capital expenditures for 2000 will range
between $17 and $20 million.
At December 31, 1999, total debt decreased to $112.0 million, or 32.5%
of capitalization. This compares to total debt of $139.3 million at
December 31, 1998, or 44.7% of capitalization, in spite of the two
acquisitions completed during 1999.
Cash and marketable securities were $12.0 million at year-end 1999,
compared with $12.4 million for 1998. The company currently has an
authorization from the board of directors to repurchase up to 1.5
million (or 5.7%) of Manitowoc's outstanding common shares. During
1999, the company did not repurchase any common shares under this
program.
Inventories increased 11.5% to $91.4 million at the end of 1999 from
$82.0 million at year-end 1998. Excluding the 1999 acquisitions of
MBS and Kyees, inventories increased $2.7 million (or 3.2%), however
account receivable decreased $11.9 million (or 17.2%). Working
capital was a positive $1.7 million, compared with a negative $7.2
million in 1998.
On April 6, 1999, Manitowoc increased its revolving credit facility to
$300 million from $200 million, and extended the termination date to
April 6, 2004. This facility will be used for funding future
acquisitions, seasonal working capital requirements, and other
financing needs. Management believes that available cash, the credit
facility, cash generated from operations, and access to public debt
and equity markets will be adequate to fund Manitowoc's capital
requirements for the foreseeable future.
ACQUISITIONS Acquisitions are expected to contribute 50% of
Manitowoc's sales growth through 2002. The company acquired seven
businesses over the past three years and continues to seek new
candidates in each of its segments. All of these acquisitions were
funded with cash and recorded using the purchase method of accounting.
On February 10, 2000, Manitowoc purchased Beverage Equipment Supply
Company (BESCO), a leading Midwest wholesale distributor of beverage
dispensing equipment. BESCO was integrated with the company's MBS
operation.
On January 14, 2000, the company acquired certain assets of Pioneer
Holdings LLC, a manufacturer of hydraulic boom trucks, from Mega
Manufacturing. The acquisition complements the company's Manitex and
USTC product lines.
On April 9, 1999, Manitowoc purchased Kyees Aluminum, Inc., a leading
provider of cooling components for all of the major suppliers of
fountain soft-drink beverage dispensers. Based in LaMirada,
California, Kyees is a technology leader in manufacturing cold plates
- -- a key component used to chill soft drinks in dispensing equipment.
This acquisition gives Manitowoc access to a secure supply of
technologically superior cold plates, putting the company closer to
its goal of becoming fully integrated in the food-cooling marketplace.
Manitowoc purchased Kyees for $28.5 million using existing credit
facilities.
On January 11, 1999 Manitowoc completed the acquisition of Purchasing
Support Group, renamed Manitowoc Beverage Systems (MBS). MBS is a
beverage 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, and Nevada. This acquisition
is improving the distribution of Manitowoc's beverage dispensing
equipment and opening new markets. Manitowoc purchased MBS for a
total of $43.7 million using existing credit facilities.
On November 3, 1998, Manitowoc purchased Powerscreen USC Inc. (doing
business as USTC, Inc.), based in York, Pennsylvania. USTC builds
three proprietary product lines: boom-truck cranes, rough-terrain
forklifts, and material-handling equipment. Combined with Manitex,
the resulting operation is believed to be the number two competitor in
this $300 million market. Manitowoc funded the $51.5 million purchase
price using existing credit facilities.
On September 9, 1998, Manitowoc acquired a 50% ownership interest in
Fabbrica Apparecchiature per la Produzione del Ghiaccio S.r.l.
(F.A.G.), and an option to purchase an additional 30% ownership over
the next five years. This Milan, Italy-based company produces
Icetronic and Compact brand ice makers and private label machines,
with capacities between 22-132 pounds per day. The acquisition gives
Manitowoc a manufacturing base in Europe and broadens its product
offering to include smaller models, which are more appropriate for
European and developing markets. The $2.5 million purchase price was
funded using existing credit facilities.
On October 31, 1997, Manitowoc acquired SerVend International, Inc., a
leading manufacturer of ice/beverage dispensers and dispensing valves
for the soft-drink industry. The acquisition, headquartered in
Sellersburg, Indiana, helped Manitowoc enter this foodservice market
niche. The $72.9 million purchase price was funded using existing
credit facilities.
CONTINGENCIES The United States Environmental Protection Agency (EPA)
identified the company as a potentially responsible party (PRP) under
the Comprehensive Environmental Response Compensation and Liability
Act (CERCLA), liable for the costs associated with investigating and
cleaning up the contamination at the Lemberger Landfill Superfund Site
near Manitowoc, Wisconsin.
Eleven of the PRPs have formed the Lemberger Site Remediation Group
(LSRG) and have successfully negotiated with the EPA and Wisconsin
Department of Natural Resources to settle the potential liability at
the site and fund the cleanup. Approximately 150 PRPs have been
identified as having shipped substances to the site.
Recent estimates indicate that the total costs to clean up the site
are approximately $30 million. Although liability is joint and
several, the company's share of liability is estimated to be 11% of
the total cleanup costs. To date, Manitowoc expensed a total of $3.3
million in connection with this matter.
NEW ACCOUNTING STANDARDS In June 1999, the Financial Accounting
Standard Board issued Financial Accounting Standard No. 137,
"Accounting for Derivative Instruments and Hedging Activities --
Deferral of the Effective Date of FASB Statement No. 133." This
issuance delays the effective date of FAS 133 one year. FAS 133 will
now be effective for the company's first quarter financial statements
in the year 2001.
FAS 133 requires companies to record all derivative instruments on the
balance sheet as assets or liabilities, measured at fair value. Any
fair value change will be recorded in net income or comprehensive
income, depending on whether the derivative is designated as part of a
hedge transaction and if it is, the type of hedge transaction. The
adoption of this statement is not anticipated to have a significant
impact on the company's earnings or financial position.
YEAR 2000 (Y2K) COMPLIANCE Manitowoc undertook various initiatives
intended to ensure its computer equipment and software would function
properly with respect to the Y2K issue and completed its Y2K
remediation efforts prior to the end of 1999. In addition, prior to
the end of 1999, the company developed various contingency plans to
address any unforeseen circumstances that may have arisen.
In total, Manitowoc spent about $5.0 million since the second half of
1997 to address the Y2K issue, which included significant upgrades to
current hardware and software systems. About $1.0 million was spent
during 1999. These expenditures were funded using cash flows from
operations.
Manitowoc has experienced no system failures or miscalculations as a
result of the Y2K computer issue. In addition, the company is not
aware of any failures attributable to the Y2K problem at its customers
or suppliers that threaten to have an adverse impact on the company's
business at this time.
Even though Manitowoc has not experienced problems related to the Y2K
issue at this time and does not expect to experience any problems in
the future, it is still remotely possible that the company could be
affected by Y2K issues in the future. Future Y2K issues may arise due
to unforeseen problems with the company's systems or due to Y2K issues
of other entities which may affect the company.
<TABLE>
<CAPTION>
Eleven-Year Financial Summary
----------------------------------------------------------------
(Thousands of dollars, except shares and per share data)
Transition Fiscal Years
Calendar Calendar Calendar Calendar Calendar Period --------------------
1999 1998 1997 1996 1995 1994 (1) 1994 1993
- --------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
NET SALES
Foodservice equipment $ 379,625 $319,457 $247,057 $242,317 $113,814 $ 44,996 $ 93,171 $ 81,424
Cranes & related products 370,662 329,953 259,645 210,564 169,866 70,958 156,253 178,630
Marine 55,204 45,412 39,162 47,584 29,469 7,952 25,956 18,504
- --------------------------------------------------------------------------------------------------------------------------------
Total $ 805,491 $694,822 $545,864 $500,465 $313,149 $123,906 $275,380 $278,558
- --------------------------------------------------------------------------------------------------------------------------------
Gross margin $ 233,712 $195,621 $152,600 $134,641 $ 75,470 $ 31,302 $ 67,924 $ 55,785
- --------------------------------------------------------------------------------------------------------------------------------
EARNINGS (LOSS) FROM OPERATIONS
Foodservice equipment $ 65,372 $ 52,950 $ 36,746 $ 33,989 $ 22,729 $ 9,426 $ 21,637 $ 18,311
Cranes & related products 64,840 48,116 34,878 22,582 3,179 870 2,275 (1,961)
Marine 7,297 6,978 5,648 6,197 4,024 (799) 2,447 593
General corporate (11,166) (10,543) (8,903) (7,678) (6,530) (3,981) (5,274) (5,296)
Amortization (7,392) (4,881) (3,394) (3,000) (250) -- -- --
Plant relocation costs -- -- -- (1,200) -- (14,000) -- (3,300)
- --------------------------------------------------------------------------------------------------------------------------------
Total 118,951 92,620 64,975 50,890 23,152 (8,484) 21,085 8,347
- --------------------------------------------------------------------------------------------------------------------------------
Other income (expense) - net (12,945) (11,208) (7,158) (8,384) (32) 169 1,494 582
- --------------------------------------------------------------------------------------------------------------------------------
Earnings (loss) before
taxes on income 106,006 81,412 57,817 42,506 23,120 (8,315) 22,579 8,929
Accounting changes -- -- -- -- -- -- -- (10,214)
Provision (benefit) for
taxes on income 39,222 30,032 21,394 16,863 8,551 (3,243) 8,536 2,612
- --------------------------------------------------------------------------------------------------------------------------------
Net earnings (loss) $ 66,784 $ 51,380 $36,423 $ 25,643 $ 14,569 $ (5,072) $ 14,043 $ (3,897)
- --------------------------------------------------------------------------------------------------------------------------------
OTHER FINANCIAL INFORMATION
Cash from operations $103,371 $ 56,814 $43,587 $ 64,514 $ 16,367 $ (330) $ 36,995 $ 62,700
- --------------------------------------------------------------------------------------------------------------------------------
Invested capital
(monthly averages):
Foodservice equipment(2) $274,378 $227,863 $171,647 $ 68,556 $ 32,696 $ 21,979 $ 25,662 $ 26,503
Cranes & related products 123,757 96,031 67,596 73,246 85,082 81,800 86,288 112,120
Marine 3,416 4,534 6,019 7,335 9,579 11,201 13,953 17,497
General corporate (2) 11,520 11,476 11,512 94,166 12,409 4,818 4,052 2,581
- --------------------------------------------------------------------------------------------------------------------------------
Total $413,071 $339,904 $256,774 $243,303 $139,766 $119,798 $129,955 $158,701
- --------------------------------------------------------------------------------------------------------------------------------
IDENTIFIABLE ASSETS
Foodservice equipment (2) $314,982 $254,506 $249,384 $ 90,937 $ 90,126 $ 27,828 $ 31,460 $ 29,526
Cranes & related products 165,974 178,470 100,591 88,174 109,118 88,068 93,823 105,750
Marine 10,162 7,023 6,426 10,648 11,369 13,233 16,726 16,720
General corporate (2) 39,122 41,015 39,967 127,951 114,302 30,336 43,839 56,015
- --------------------------------------------------------------------------------------------------------------------------------
Total $530,240 $481,014 $396,368 $317,710 $324,915 $159,465 $185,848 $208,011
- --------------------------------------------------------------------------------------------------------------------------------
LONG-TERM OBLIGATIONS
Long-term debt $ 79,223 $ 79,834 $ 66,359 $ 76,501 $101,180 $ -- $ -- $ --
- --------------------------------------------------------------------------------------------------------------------------------
DEPRECIATION
Foodservice equipment $ 4,861 $ 4,906 $ 3,613 $ 3,377 $ 1,606 $ 703 $ 1,320 $ 1,187
Cranes & related products 3,661 4,085 4,044 4,260 4,162 2,288 4,211 3,875
Marine 415 333 256 600 608 316 681 756
General corporate 384 405 405 81 80 46 61 44
- --------------------------------------------------------------------------------------------------------------------------------
Total $ 9,321 $ 9,729 $ 8,318 $ 8,318 $ 6,456 $ 3,353 $ 6,273 $ 5,862
- --------------------------------------------------------------------------------------------------------------------------------
CAPITAL EXPENDITURES
Foodservice equipment $ 8,974 $ 7,415 $ 6,847 $ 5,110 $ 4,568 $ 3,011 $ 2,300 $ 2,152
Cranes & related products (3) 3,536 2,945 4,952 2,816 14,252 528 3,120 8,648
Marine 1,165 1,174 233 343 383 109 (492) (463)
General corporate (3) 39 144 8 127 6 82 414 (39)
- --------------------------------------------------------------------------------------------------------------------------------
Total $ 13,714 $ 11,678 $ 12,040 $ 8,396 $ 19,209 $ 3,730 $ 5,342 $ 10,298
- --------------------------------------------------------------------------------------------------------------------------------
PER SHARE (4)
Basic $ 2.57 $ 1.98 $ 1.41 $ .99 $ .56 $ (.19) $ .48 $ (.12)
Diluted 2.55 1.97 1.40 .99 .56 (.19) .48 (.12)
Dividends .30 .30 .30 .30 .30 .15 .30 .30
Stockholders' equity 8.90 6.65 4.97 3.87 3.15 2.90 3.44 3.87
- --------------------------------------------------------------------------------------------------------------------------------
AVERAGE SHARES OUTSTANDING:
Basic 25,991,711 25,932,356 25,900,682 25,900,553 25,901,342 26,140,122 29,486,006 32,937,933
Diluted 26,200,666 26,125,067 26,096,529 25,993,848 25,906,769 26,140,122 29,486,006 32,937,933
- --------------------------------------------------------------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
FISCAL YEARS
---------------------------------------------------------------------------------
1992 1991 1990 1989
- ------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
NET SALES
Foodservice equipment $ 74,175 $ 73,944 $ 74,612 $ 74,431
Cranes & related products 155,743 147,554 117,464 102,430
Marine 16,471 14,689 33,752 23,735
- ------------------------------------------------------------------------------------------------
Total $246,389 $236,187 $225,828 $200,596
- ------------------------------------------------------------------------------------------------
Gross profit $ 54,443 $ 58,062 $ 54,366 $ 50,860
- ------------------------------------------------------------------------------------------------
EARNINGS (LOSS) FROM OPERATIONS
Foodservice equipment $ 17,585 $ 17,364 $ 19,387 $18,468
Cranes & related products (850) 7,602 5,490 3,454
Marine 278 (973) 6,497 3,416
General corporate (6,545) (5,734) (6,094) (5,623)
Amortization -- -- -- --
Plant relocation costs -- -- -- --
- --------------------------------------------------------------------------------------------------
Total 10,468 18,259 25,280 19,715
- --------------------------------------------------------------------------------------------------
Other income (expense) - net 1,104 2,233 5,077 4,527
- --------------------------------------------------------------------------------------------------
Earnings (loss) before taxes
on income 11,572 20,492 30,357 24,242
Accounting changes -- -- -- --
Provision (benefit) for taxes
on income 3,315 5,060 9,327 7,344
- --------------------------------------------------------------------------------------------------
Net earnings (loss) $ 8,257 $ 15,432 $ 21,030 $ 16,898
- --------------------------------------------------------------------------------------------------
OTHER FINANCIAL INFORMATION
Cash from operations $ 28,250 $ 6,472 $ 14,210 $ (5,278)
- --------------------------------------------------------------------------------------------------
Invested capital
(monthly averages):
Foodservice equipment (2) $ 23,555 $ 25,099 $ 19,018 $ 22,859
Cranes & related products 137,839 133,777 118,097 99,147
Marine 16,879 14,621 16,206 28,600
General corporate (2) 2,025 3,051 6,314 7,656
- -------------------------------------------------------------------------------------------------
Total $180,298 $176,548 $159,635 $158,262
- -------------------------------------------------------------------------------------------------
IDENTIFIABLE ASSETS
Foodservice equipment(2) $ 25,608 $ 28,019 $ 24,168 $ 26,074
Cranes & related products 138,416 136,995 115,804 96,623
Marine 19,253 18,009 22,683 32,451
General corporate (2) 41,829 35,983 50,143 61,966
- -------------------------------------------------------------------------------------------------
Total $225,106 $219,006 $212,798 $217,114
- -------------------------------------------------------------------------------------------------
LONG-TERM OBLIGATION
Long-term debt $ -- $ -- $ -- $ --
- -------------------------------------------------------------------------------------------------
DEPRECIATION
Foodservice equipment $ 1,090 $ 812 $ 657 $ 771
Cranes & related products 4,053 3,691 2,895 2,953
Marine 785 792 748 465
General corporate 196 234 431 380
- ------------------------------------------------------------------------------------------------
Total $ 6,124 $ 5,529 $ 4,731 $ 4,569
- ------------------------------------------------------------------------------------------------
CAPITAL EXPENDITURES
Foodservice equipment $ 1,099 $ 2,797 $ 748 $ (169)
Cranes & related products (3) 4,047 6,347 3,130 2,225
Marine 500 113 197 108
General corporate (3) (508) (2,955) 70 586
- ------------------------------------------------------------------------------------------------
Total $ 5,138 $ 6,302 $ 4,145 $ 2,750
- ------------------------------------------------------------------------------------------------
PER SHARE (4)
Basic $ .24 $ .44 $ .60 $ .48
Diluted .24 .44 .60 .48
Dividends .30 .30 .30 .23
Stockholders' equity 4.75 4.80 4.64 4.63
- ------------------------------------------------------------------------------------------------
AVERAGE SHARES OUTSTANDING:
Basic 34,832,861 34,833,356 34,834,217 34,880,849
Diluted 34,832,861 34,833,356 34,834,217 34,880,849
- ------------------------------------------------------------------------------------------------
<FN>
(1) The company changed its year-end to December 31, effective with
the period ended December 31, 1994 (transition period). The prior
fiscal year-end ended on the Saturday nearest to June 30.
(2) In 1997, as part of the corporate restructuring, the Shannon
acquisition goodwill was transferred to the Foodservice segment.
(3) During 1991, certain assets were transferred from general
corporate to the Cranes and Related Products segment.
(4) Per share data and average shares outstanding have been adjusted
to reflect the three-for-two stock splits which occurred in 1999,
1997 and 1996. See Note 9 of the notes to consolidated financial
statements.
</FN>
</TABLE>
<TABLE>
<CAPTION>
CONSOLIDATED STATEMENTS OF EARNINGS
(Thousands of dollars, except per share data)
For The Years Ended December 31
-----------------------------------------------------------
1999 1998 1997
----------- ----------- ---------
<S> <C> <C> <C>
EARNINGS
Net Sales $ 805,491 $694,822 $545,864
---------- ----------- ----------
Costs and expenses:
Cost of sales 571,779 499,201 393,264
Engineering, selling, and
administrative expenses 107,369 98,120 84,231
Amortization 7,392 4,881 3,394
---------- --------- ---------
Total costs and expenses 686,540 602,202 480,889
--------- --------- --------
Earnings from operations 118,951 92,620 64,975
Interest expense (10,790) (9,741) (6,230)
Other expense _ net (2,155) (1,467) ( 928)
---------- --------- ---------
Earnings before taxes
on income 106,006 81,412 57,817
Provision for
taxes on income 39,222 30,032 21,394
----------- --------- ---------
Net earnings $ 66,784 $ 51,380 $ 36,423
----------- --------- ---------
PER SHARE DATA
Basic $ 2.57 $ 1.98 $ 1.41
Diluted $ 2.55 $ 1.97 $ 1.40
<FN>
The accompanying notes to consolidated financial statements are an
integral part of these financial statements.
</FN>
</TABLE>
<TABLE>
<CAPTION>
CONSOLIDATED BALANCE SHEETS
(Thousands of dollars, except shares data)
As of December 31
------------------------------------
1999 1998
---- ----
ASSETS
<S> <C> <C>
CURRENT ASSETS
Cash and cash equivalents $10,097 $ 10,582
Marketable securities 1,923 1,834
Accounts receivable, less
allowances of $1,803 and $1,656 62,802 69,504
Inventories 91,437 81,978
Prepaid expenses and other 2,211 5,297
Future income tax benefits 22,528 21,682
------- ---------
Total current assets 190,998 190,877
------- ---------
Intangible assets _ net 232,729 184,926
Property, plant and equipment _ net 92,023 93,583
Other assets 14,490 11,628
-------- ---------
Total assets $530,240 $481,014
-------- ---------
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable and accrued expenses $141,909 $123,534
Short-term borrowings 32,300 48,500
Current portion of long-term debt 489 10,968
Product warranties 14,610 15,110
-------- ---------
Total current liabilities 189,308 198,112
-------- ---------
NON-CURRENT LIABILITIES
Long-term debt, less current portion 79,223 79,834
Postretirement health benefits obligation 19,912 19,705
Other liabilities 9,621 10,811
-------- ---------
Total non-current liabilities 108,756 110,350
-------- ---------
STOCKHOLDERS' EQUITY
Common stock (36,746,482 and 24,497,655 shares
issued in 1999 and 1998, respectively) 367 245
Additional paid-in capital 31,476 31,029
Accumulated other comprehensive loss (814) (212)
Retained earnings 281,672 222,687
Treasury stock, at cost (10,658,113 and 7,193,077
shares in 1999 and 1998, respectively) (80,525) (81,197)
--------- ---------
Total stockholders' equity 232,176 172,552
--------- ---------
Total liabilities and stockholders' equity $530,240 $481,014
--------- ---------
<FN>
The accompanying notes to consolidated financial statements are an
integral part of these financial statements.
</FN>
</TABLE>
<TABLE>
<CAPTION>
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Thousands of dollars)
For The Years Ended December 31
--------------------------------
1999 1998 1997
CASH FLOWS FROM OPERATIONS ------- ------- -------
<S> <C> <C> <C>
Net earnings $ 66,784 $ 51,380 $ 36,423
Adjustments to reconcile
net cash from operations:
Depreciation 9,321 9,729 8,318
Amortization of goodwill 7,392 4,881 3,394
Amortization of deferred financing fees 637 420 300
Deferred income taxes (592) (5,748) (3,172)
Loss on sale of property,
plant and equipment 557 928 218
Changes in operating assets and
liabilities excluding effects
of business acquisitions:
Accounts receivable 14,057 (6,120) 2,532
Inventories (4,169) (18,662) (6,006)
Other current assets 3,389 (2,535) (1,264)
Non-current assets (2,935) 483 842
Current liabilities 9,764 24,064 2,492
Non-current liabilities (834) (2,006) (490)
-------- -------- ---------
Net cash provided by
operations 103,371 56,814 43,587
--------- --------- ---------
CASH FLOWS FROM INVESTING
Business acquisitions -
net of cash acquired (62,104) (48,175) (66,979)
Capital expenditures (13,714) (11,678) (12,040)
Proceeds from sale of property,
plant and equipment 6,491 1,329 3,533
Purchase of marketable securities - net (89) (94) (84)
---------- --------- ---------
Net cash used for investing (69,416) (58,618) (75,570)
---------- --------- ---------
CASH FLOWS FROM FINANCING
Dividends paid (7,799) (7,781) (7,722)
Proceeds from long-term debt -- 75,000 --
Payments on long-term debt (11,090) (65,957) (11,606)
Proceeds (payments) from short-term
borrowings - net (16,200) (600) 49,100
Debt acquisition costs (574) (521) (290)
Exercises of stock options 1,241 355 38
---------- --------- ---------
Net cash (used for) provided by
financing (34,422) 496 29,520
---------- --------- ---------
Effect of exchange rate
changes on cash (18) 2 (13)
---------- --------- ---------
Net decrease in cash and
cash equivalents (485) (1,306) (2,476)
---------- --------- ---------
Balance at beginning of year 10,582 11,888 14,364
---------- --------- ---------
Balance at end of year $ 10,097 $ 10,582 $ 11,888
---------- --------- ---------
SUPPLEMENTAL CASH FLOW INFORMATION
Interest paid $ 10,137 $ 8,490 $ 6,927
---------- --------- ---------
Income taxes paid $ 41,327 $ 37,108 $ 21,449
---------- --------- ---------
<FN>
The accompanying notes to consolidated financial statements are an
integral part of these financial statements.
</FN>
</TABLE>
<TABLE>
<CAPTION>
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY AND COMPREHENSIVE INCOME
(Thousands of dollars, except shares and per share data)
For The Years Ended December 31
-----------------------------------------------------------------
1999 1998 1997
-------- --------- --------
COMMON STOCK - SHARES OUTSTANDING
<S> <C> <C> <C>
Balance at beginning of year 17,304,578 17,269,175 11,511,357
Three-for-two stock split 8,652,289 -- 5,755,679
Stock options exercised 144,177 39,694 3,296
Stock swaps for stock options exercised (12,675) (4,291) (1,157)
--------- -------- --------
Balance at end of year 26,088,369 17,304,578 17,269,175
--------- -------- --------
COMMON STOCK . PAR VALUE
Balance at beginning of year $ 245 $ 245 $ 163
Three-for-two stock split 122 -- 82
--------- -------- --------
Balance at end of year $ 367 $ 245 $ 245
--------- -------- --------
ADDITIONAL PAID-IN CAPITAL
Balance at beginning of year $ 31,029 $ 30,980 $ 31,061
Three-for-two stock split (122) -- (82)
Stock options exercised 569 49 1
--------- -------- --------
Balance at end of year $ 31,476 $ 31,029 $ 30,980
--------- -------- --------
ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)
Balance at beginning of year $ (212) $ (192) $ 220
Other comprehensive loss (602) (20) (412)
--------- -------- --------
Balance at end of year $ (814) $ (212) $ (192)
--------- -------- --------
RETAINED EARNINGS
Balance at beginning of year $ 222,687 $ 179,088 $ 150,387
Net earnings 66,784 51,380 36,423
Cash dividends * (7,799) (7,781) (7,722)
--------- -------- --------
Balance at end of year $ 281,672 $ 222,687 $ 179,088
--------- -------- --------
TREASURY STOCK
Balance at beginning of year $ (81,197) $ (81,503) $ (81,502)
Stock options exercised 1,088 448 37
Stock swaps for stock options exercised (416) (142) (38)
--------- -------- --------
Balance at end of year $ (80,525) $ (81,197) $ (81,503)
--------- -------- --------
COMPREHENSIVE INCOME
Net earnings $ 66,784 $ 51,380 $ 36,423
Other comprehensive loss:
Foreign currency translation adjustment (602) (20) (412)
--------- -------- --------
Comprehensive income $ 66,182 $ 51,360 $ 36,011
--------- -------- --------
<FN>
* Cash dividends per share after giving effect to the three-for-two
stock splits in 1999 and 1997, were $.30 per share in all years.
The accompanying notes to consolidated financial statements are an
integral part of these financial statements.
</FN>
</TABLE>
- -------------------------------------------------------------------
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Thousands of dollars, except share and per share data or where
otherwise indicated)
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
- ---------------------------------------------
BASIS OF PRESENTATION
- ---------------------
The financial statements of The Manitowoc Company, Inc. (the
"company") have been prepared in accordance with generally accepted
accounting principles, which require management to make estimates and
assumptions that affect the reported amounts of assets, liabilities,
revenues and expenses for the years presented. They also affect the
disclosures of contingencies. Actual results could differ from those
estimates.
PRINCIPLES OF CONSOLIDATION
- ---------------------------
The consolidated financial statements include the accounts of the
company and its wholly and partially owned domestic and non-U.S.
subsidiaries. Significant intercompany balances and transactions have
been eliminated.
COMPREHENSIVE INCOME
- --------------------
Comprehensive income includes, in addition to net income, other items
that are reported as direct adjustments to stockholders' equity.
Presently, the company's foreign currency translation item is the only
item which requires inclusion in the Statements of Stockholders'
Equity and Comprehensive Income.
INVENTORIES
- -----------
Inventories are stated at the lower of cost or market as described in
Note 4. Advance payments from customers are netted against
inventories to the extent of related accumulated costs. Advance
payments netted against inventories at December 31, 1999 and 1998 were
$202 and $1,242, respectively. Advance payments received in excess of
related costs on uncompleted contracts are classified as accrued
expenses.
REVENUE RECOGNITION
- -------------------
Revenues and expenses in all business segments are generally
recognized upon shipment or completion of service provided. However,
revenues and costs on contracts for long-term projects are recognized
according to the percentage-of-completion method, commencing when work
has progressed to a state where estimates are reasonably accurate.
These estimates are reviewed and revised periodically throughout the
lives of the contracts, and adjustments to income resulting from such
revisions are recorded in the accounting period in which the revisions
are made. Estimated losses on such contracts are recognized in full
when they are identified.
FOREIGN CURRENCY TRANSLATION
- ----------------------------
The financial statements of the company's non-U.S. subsidiaries are
translated using the current exchange rate for assets and liabilities
and the weighted average exchange rate for the year for statement of
earnings items. Resulting translation adjustments are recorded
directly to a separate component of stockholders' equity referred to
as other comprehensive income.
PROPERTY, PLANT AND EQUIPMENT
- -----------------------------
Property, plant and equipment is depreciated over the estimated useful
lives of the assets using the straight-line depreciation method for
all property acquired after June 29, 1991. Property acquired prior to
June 30, 1991 is depreciated using the sum-of-the-years-digits method.
Property, plant and equipment is depreciated over the following
estimated useful lives:
Years
-----
Buildings and improvements 40
Drydocks and dock fronts 15-27
Machinery, equipment and tooling 4-15
Computer hardware and software 3-5
Vehicles 4-5
INTANGIBLE ASSETS
- -----------------
Intangible assets consist primarily of costs in excess of net assets
of businesses acquired (see Note 11). Intangible assets are amortized
using the straight-line method over their estimated beneficial lives,
not to exceed 40 years. Subsequent to an acquisition, the company
annually evaluates whether later events and circumstances have
occurred that indicate the remaining estimated useful life of
intangibles may warrant revision or that the remaining balance of
intangibles may not be recoverable. When factors indicate that
intangibles should be evaluated for possible impairment, the company
uses an estimate of the related business' undiscounted net cash flows
over the remaining life of the intangibles in measuring whether the
intangibles are recoverable. Intangible assets at December 31, 1999
and 1998 of $232,729 and $184,926, respectively, are net of
accumulated amortization of $20,574 and $12,545, respectively.
FAIR VALUE OF FINANCIAL INSTRUMENTS
- -----------------------------------
The carrying amounts reported in the consolidated balance sheets for
cash and cash equivalents, accounts receivable, accounts payable, and
short-term borrowings approximate fair value due to the immediate
short-term maturity of these financial instruments. The carrying
amount reported for long-term debt approximates fair value since
either the underlying instrument bears interest at a variable rate
that reprices frequently or the interest rate approximates the market
rate at December 31, 1999.
The fair value of interest rate swaps is the amount at which they
could be settled, based on estimates obtained from financial
institutions (see Note 6).
DERIVATIVE FINANCIAL INSTRUMENTS
- ---------------------------------
Derivative financial instruments are used by the company to manage
risks associated with interest rate market volatility. Interest rate
swap agreements are used to modify the company's exposure to interest
rate movements and reduce borrowing costs. For interest rate swap
agreements, net interest payments or receipts are recorded as
adjustments to interest expense on a current basis. In June 1998, the
Financial Accounting Standards Board issued FAS No. 133, "Accounting
for Derivative Instruments and Hedging Activities" which is now
effective beginning with the company's 2001 first quarter financial
statements. It requires all derivative instruments to be recorded on
the balance sheet as assets or liabilities, at fair value. Changes in
the fair value of derivatives are recorded each period in current
earnings or comprehensive income, depending on the terms of the
derivative. The adoption of this statement is not anticipated to have
a significant impact on the company's earnings or financial position.
INCOME TAXES
- ------------
The company utilizes the liability method to recognize deferred tax
assets and liabilities for the expected future income tax consequences
of events that have been recognized in the company's financial
statements. Under this method, deferred tax assets and liabilities
are determined based on the temporary differences between financial
statement carrying amounts and the tax basis of assets and liabilities
using enacted tax rates in effect in the years in which the temporary
differences are expected to reverse.
POSTRETIREMENT BENEFITS OTHER THAN PENSIONS
- -------------------------------------------
The expected cost of postretirement health care benefits is recorded
during the years that the employees render service.
RESEARCH AND DEVELOPMENT
- ------------------------
Research and development costs are charged to expense as incurred and
amounted to $6,876, $4,704 and $4,412 in 1999, 1998 and 1997,
respectively.
WARRANTIES
- ----------
Estimated warranty costs are provided at the time of sale of the
warranted products, based on historical warranty experience for the
related product.
EARNINGS PER SHARE
- --------------------
Basic earnings per share is computed by dividing net earnings by the
weighted average shares outstanding during each year/period. Diluted
earnings per share is computed similar to basic earnings per share
except that the weighted average shares outstanding is increased to
include the number of additional shares that would have been
outstanding if stock options were exercised and the proceeds from such
exercise were used to acquire shares of common stock at the average
market price during the year/period.
CASH EQUIVALENTS
- ----------------
All short-term investments purchased with an original maturity of
three months or less are considered cash equivalents.
ENVIRONMENTAL LIABILITIES
- -------------------------
The company accrues for losses associated with environmental
remediation obligations when such losses are probable and reasonably
estimable. Such accruals are adjusted as information develops or
circumstances change. Costs of future expenditures for environmental
remediation obligations are not discounted to their present value.
2.
______________________________________________________________________
PROPERTY, PLANT AND EQUIPMENT
Property, plant and equipment at December 31 is summarized as follows:
<TABLE>
<CAPTION>
1999 1998
---- ----
<S> <C> <C>
Land $ 3,440 $ 3,207
Buildings 65,651 64,230
Drydocks and dock fronts 21,675 21,675
Machinery, equipment and tooling 117,542 118,230
Construction in progress 6,044 4,018
---------- ---------
Total cost 214,352 211,360
Less accumulated depreciation (122,329) (117,777)
---------- ---------
Property, plant and equipment - net $ 92,023 $ 93,583
---------- ---------
</TABLE>
3.
______________________________________________________________________
MARKETABLE SECURITIES
Marketable securities at December 31, 1999 and 1998 included $1.9
million and $1.8 million, respectively, of securities which are
available for sale. The difference between fair market value and cost
for these investments was not significant in either year.
4.
______________________________________________________________________
INVENTORIES
The components of inventories at December 31 are summarized as
follows:
<TABLE>
<CAPTION>
1999 1998
---- ----
<S> <C> <C>
Raw materials $ 39,134 $ 32,564
Work-in-process 30,218 27,882
Finished goods 42,352 42,304
---------- --------
Total inventories at FIFO cost 111,704 102,750
Excess of FIFO cost over LIFO value (20,267) (20,772)
---------- --------
Total inventories $ 91,437 $ 81,978
---------- --------
</TABLE>
Inventories are carried at the lower of cost or market using the
first-in, first-out (FIFO) method for 57% and 47% of total inventory
for 1999 and 1998, respectively. The remainder of the inventories are
costed using the last-in, first-out (LIFO) method.
5.
______________________________________________________________________
ACCOUNTS PAYABLE AND ACCRUED EXPENSES
Accounts payable and accrued expenses at December 31 are summarized as
follows:
<TABLE>
<CAPTION>
1999 1998
---- ----
<S> <C> <C>
Trade accounts payable $ 59,609 $ 43,603
Profit sharing and incentives 26,974 24,851
Income taxes payable 6,877 4,905
Customer progress payments 3,518 7,209
Accrued product liability 8,219 10,167
Miscellaneous accrued expenses 36,712 32,799
---------- ---------
Total $141,909 $123,534
---------- ---------
</TABLE>
6.
______________________________________________________________________
DEBT
Long-term debt at December 31 is summarized as follows:
<TABLE>
<CAPTION>
1999 1998
---- ----
<S> <C> <C>
Notes payable $ 75,000 $ 75,000
Industrial revenue bonds 4,712 5,323
Term loan payable -- 10,479
-------- ---------
79,712 90,802
Less current portion 489 10,968
-------- ---------
$ 79,223 $ 79,834
======== =========
</TABLE>
On April 6, 1999, the company amended and restated its existing Credit
Agreement (Agreement) with a group of banks in order to increase the
amount of funds available and extend the termination date to April 6,
2004. Currently, the Agreement provides for maximum borrowings of $300
million under revolving loans and a letter of credit subfacility.
There were $32.3 million and $48.5 million of borrowings outstanding
under the revolving loan portion of the Agreement at December 31, 1999
and 1998, respectively.
The Agreement includes covenants, the most restrictive of which
require the maintenance of various debt and net worth ratios. An
annual commitment fee, calculated based upon the company's
consolidated leverage ratio, as defined by the Agreement, is due on
the unused portion of the facility quarterly. The commitment fee in
effect at the end of both 1999 and 1998 on the unused portion of the
available credit was 0.15% for both years. Borrowings under the
Agreement bear interest at a rate equal to the sum of the base rate,
or a Eurodollar rate, at the option of the company, plus an applicable
percentage based on the company's consolidated leverage ratio, as
defined by the Agreement. The base rate is equal to the greater of
the federal funds rate in effect on such day plus 0.5%, or the prime
rate in effect on such day. Borrowings under the Agreement are not
collateralized. The weighted average interest rate for the borrowings
outstanding under the Agreement at December 31, 1999 and 1998 was
7.62% and 6.28%, respectively.
On April 2, 1998, the company privately placed $50 million of Series A
Senior Notes with Prudential Insurance Company. On October 31, 1998,
the company issued, also with Prudential Insurance Company, $25
million in principal amount of Senior Shelf Notes (collectively
referred to as the "Notes"). The company used the proceeds from the
sale of the Notes to pay down existing borrowings under the term loan
and finance an acquisition.
The Notes are not collateralized and bear interest at a fixed weighted
average rate of 6.53%. The Notes mature in 12 years after issuance and
require equal principal payments annually beginning in 2006. The
agreement between the company and Prudential Insurance Company
pursuant to which the Notes were issued includes covenants, the most
restrictive of which require the company to maintain certain debt
ratios and levels of net worth. These covenants are no more
restrictive than the covenants made by the company in connection with
the aforementioned Credit Agreement.
The company has entered into interest rate swap agreements, which
expire at various times through October 2002, to reduce the impact of
changes in interest rates on its floating rate debt. At December 31,
1999, the company had outstanding two interest rate swap agreements
with financial institutions, having a total notional principal amount
of $17.6 million. The effect of these agreements on the company's
interest rates during 1999 was not significant. Interest expense has
been adjusted for the net receivable or payable under these
agreements. The fair value of these interest rate swap agreements was
$0.2 million at December 31, 1999. The company is exposed to credit
loss in the event of non-performance by the financial institutions.
However, management does not anticipate such non-performance.
Industrial revenue bonds relate to the company's obligations on two
properties located in Tennessee and Indiana. These obligations are
due in monthly or annual installments including principal and interest
at rates varying from 5.7% to 10.0% at December 31, 1999. These
obligations mature at various dates through 2004.
The aggregate scheduled maturities of long-term debt and industrial
revenue bond obligations in subsequent years are as follows:
2000 $ 489
2001 851
2002 222
2003 250
2004 2,900
Thereafter 75,000
--------
$ 79,712
========
On May 28, 1999, the company entered into an accounts receivable sales
arrangement with a bank. The company has sold $67.2 million in
accounts receivable to the bank during 1999 under this arrangement.
At December 31, 1999, the company had outstanding $8.4 million of
accounts receivable which have been sold to the bank but for which the
customers' cash has not yet been collected. The cash flow impact of
this arrangement is reported as cash flows from operations in the 1999
Consolidated Statement of Cash Flows. Under this arrangement, the
company is required to repurchase from the bank the first $0.5 million
and amounts greater than $1.0 million of the aggregate uncollected
receivables during a twelve month period.
7.
______________________________________________________________________
INCOME TAXES
Components of earnings before income taxes are as follows:
<TABLE>
<CAPTION>
1999 1998 1997
---- -------- ---------
<S> <C> <C> <C>
Earnings (loss) before income taxes:
Domestic $106,234 $ 81,081 $ 58,706
Foreign (228) 331 (889)
-------- -------- --------
TOTAL $106,006 $ 81,412 $ 57,817
-------- -------- --------
</TABLE>
<TABLE>
<CAPTION>
The provision for taxes on income is as follows:
1999 1998 1997
-------- -------- ---------
<S> <C> <C> <C>
Current:
Federal $ 36,715 $ 32,251 $ 22,307
State 3,291 3,424 1,973
Foreign (192) 105 286
-------- -------- --------
Total current 39,814 35,780 24,566
-------- -------- --------
Deferred . federal and state (592) (5,748) (3,172)
-------- -------- --------
Provision for taxes on income $ 39,222 $ 30,032 $ 21,394
======== ======== ========
</TABLE>
<TABLE>
<CAPTION>
The Federal statutory income tax rate is reconciled to the company's
effective income tax rate as follows:
1999 1998 1997
-------- -------- ---------
<S> <C> <C> <C>
Federal income tax at statutory rate 35.0% 35.0 % 35.0 %
State income taxes, net of federal
income tax benefit 2.2 2.6 2.2
Non-deductible goodwill amortization 1.4 1.1 1.4
Tax-exempt FSC income (1.2) (1.1) (1.9)
Adjustments to prior years' income
tax accruals -- -- (1.1)
Provision for tax on foreign income, net of
foreign tax credit (0.1) -- 1.5
Elimination of valuation allowance -- (1.0) --
Other (0.3) 0.3 (0.1)
-------- -------- --------
Provision for taxes on income 37.0% 36.9 % 37.0 %
======== ======== ========
</TABLE>
The deferred income tax accounts reflect the impact of temporary
differences between the basis of assets and liabilities for financial
reporting purposes and their related basis as measured by income tax
regulations. A summary of the deferred income tax accounts at
December 31 is as follows:
<TABLE>
<CAPTION>
1999 1998
-------- --------
<S> <C> <C>
Current deferred tax assets:
Inventories $ 4,365 $ 3,559
Accounts receivable 925 793
Product warranty reserves 5,339 4,567
Product liability reserves 3,165 3,988
Environmental reserves 186 194
Future customer discount reserves 425 742
Other employee-related benefits
and allowances 5,124 4,616
Property, plant and equipment 1,016 1,205
Other 1,983 2,018
-------- --------
Future income tax benefits, current $ 22,528 $ 21,682
======== ========
Non-current deferred tax assets (liabilities):
Property, plant and equipment $( 11,753) $(10,040)
Postretirement benefits
other than pensions 7,775 7,694
Deferred employee benefits 4,782 3,034
Severance benefits 1,106 1,167
Product warranty reserves 1,130 1,057
Environmental reserves 399 458
Net operating loss carryforwards 1,874 2,186
Other -- 11
-------- --------
Net future income tax
benefits, non-current $ 5,313 $ 5,567
======== ========
</TABLE>
The company does not provide for taxes which would be payable if
undistributed earnings of foreign subsidiaries were remitted because
the company either considers these earnings to be invested for an
indefinite period or anticipates that when such earnings are
distributed, the U.S. income taxes payable would be substantially
offset by foreign tax credits.
As of December 31, 1999, the company has approximately $16.7 million
of state net operating loss carryforwards, which are available to
reduce future state tax liabilities. The company also has acquired
federal net operating losses of $4.8 million available to reduce
federal taxable income. These loss carryforwards expire in varying
amounts through 2012. A valuation allowance was recorded at December
31, 1997, to reflect the estimated amount of deferred assets which may
not be realized due to the possible limitation on the future use of
certain state tax net operating loss carryforwards. During 1998, the
company eliminated the valuation allowance to reflect certain tax
strategies designed to utilize these net operating loss carryforwards.
8.
- ---------------------------------------------------
EARNINGS PER SHARE
The following is a reconciliation of the average shares outstanding
used to compute basic and diluted earnings per share.
<TABLE>
<CAPTION>
1999 1998 1997
-------------------- ------------------- --------------------
Per Per Per
Share Share Share
Shares Amount Shares Amount Shares Amount
----- ----- ----- ----- ----- -----
<S> <C> <C> <C> <C> <C> <C>
Basic EPS 25,991,711 $2.57 25,932,356 $1.98 25,900,682 $1.41
===== ===== =====
Effect of dilutive
securities
stock options 208,955 192,711 195,847
------------ ---------- ---------
Diluted EPS 26,200,666 $2.55 26,125,067 $1.97 26,096,529 $1.40
========== ===== ========== ===== ========== =====
</TABLE>
9.
- ------------------------------------------------
STOCKHOLDERS' EQUITY
Authorized capitalization consists of 75 million shares of $.01 par
value common stock and 3.5 million shares of $.01 par value preferred
stock. None of the preferred shares have been issued. Pursuant to a
Rights Agreement dated August 5, 1996, each common share carries with
it four-ninths of a Right to purchase additional stock. The Rights
are not currently exercisable and cannot be separated from the shares
unless certain specified events occur, including the acquisition of
20% or more of the common stock by a person or group, or the
commencement of a tender offer for 20% or more of the common stock.
In the event a person or group actually acquires 20% or more of the
common stock, or if the company is merged with an acquiring person,
subject to approval by the board of directors, each full Right permits
the holder to purchase one share of common stock for $100. The Rights
expire on September 18, 2006 and may be redeemed by the company for
$.01 per Right (in cash or stock) under certain circumstances.
On February 17, 1999, the company's board of directors authorized a
three-for-two stock split of the company's shares in the form of a 50-
percent stock dividend payable on April 1, 1999, to shareholders of
record on March 1, 1999. As a result of the stock split, 8,652,289
shares were issued. All references in the financial statements to
average number of shares outstanding, earnings per share amounts, and
market prices per share of common stock have been restated to reflect
this split. The company also split its common stock on a three-for-
two basis on June 30, 1997.
On October 19, 1999, the board of directors authorized the company to
repurchase up to 1.5 million shares of common stock. Such repurchases
will be in the open market as the company may determine from time to
time. As of December 31, 1999, no shares had been repurchased
pursuant to this authorization.
10.
- --------------------------------------------
STOCK OPTIONS
The company maintains two stock plans, The Manitowoc Company, Inc.
Stock Plan and The Manitowoc Company, Inc. Non-Employee Director Stock
Plan, for the granting of stock options as an incentive to certain
employees and to non-employee members of the board of directors.
Under these Plans, stock options to acquire up to 1.125 million
(employees) and 0.125 million (non-employee directors) shares of
common stock, in the aggregate, may be granted under a time-vesting
formula at an exercise price equal to the market price of the common
stock at the date of grant. The options become exercisable in equal
25% increments beginning on the second anniversary of the grant date
over a four year period and expire ten years subsequent to the grant
date. Stock option transactions under these Plans for the years ended
December 31, 1999, 1998 and 1997 are summarized as follows:
<TABLE>
<CAPTION>
1999 1998 1997
---------------------- -------------------------- -------------------------
Weighted Weighted Weighted
Average Average Average
Exercise Exercise Exercise
Shares Price Shares Price Shares Price
------ ------- ------- ---------- ------- ----------
<S> <C> <C> <C> <C> <C> <C>
Options outstanding,
beginning of year 610,006 $18.63 608,181 $13.66 322,650 $ 8.97
Options granted 221,557 $25.58 209,400 $30.54 290,475 $18.78
Options exercised (144,177) $11.50 ( 59,541) $ 8.33 ( 4,944) $ 7.78
Options forfeited ( 75,505) $25.84 (148,034) $19.19 -- --
-------- ------- -------
Options outstanding,
end of year 611,881 $21.94 610,006 $18.63 608,181 $13.66
======== ======= =======
Options exercisable,
end of year 47,444 $15.58 54,134 $9.02 31,083 $ 7.78
======== ======= =======
</TABLE>
The outstanding stock options at December 31, 1999, have a range of
exercise prices of $7.78 to $30.54 per option. The following shows
the options outstanding and exercisable by range of exercise prices at
December 31, 1999:
<TABLE>
<CAPTION>
Options Outstanding Options Exercisable
- --------------------------------------------------------------------------------------
Weighted
Average Weighted Weighted
Remaining Average Average
Range of Contractual Exercise Exercise
Exercise Prices Outstanding Life (Years) Price Exercisable price
- --------------- ---------- ----------- -------- ---------- ----------
<S> <C> <C> <C> <C> <C>
$7.78-$9.93 106,625 6.0 $ 9.26 20,724 $ 9.32
$18.78-$25.58 366,052 8.1 $22.37 22,970 $18.78
$30.54 139,204 7.6 $30.54 3,750 $30.54
--------- ----------- -------- -------- --------
611,881 7.6 $21.94 47,444 $15.58
--------- --------
</TABLE>
The weighted average fair value at date of grant for options granted
during 1999, 1998 and 1997 was $9.56, $11.77 and $6.29 per option,
respectively. The fair value of options at date of grant was
estimated using the Black-Scholes option pricing model with the
following weighted average assumptions:
<TABLE>
<CAPTION>
1999 1998 1997
---- ---- ----
<S> <C> <C> <C>
Expected life (years) 7 7 7
------- ------- -------
Risk-free interest rate 5.0% 5.8 % 6.7 %
------- ------- -------
Expected volatility 30.9% 31.9 % 27.6 %
------- ------- -------
Expected dividend yield 1.3% 1.5 % 2.3 %
------- ------- -------
</TABLE>
The company applies Accounting Principles Board Opinion No. 25, under
which no compensation cost has been recognized in the statements of
earnings. Had compensation cost been determined under an alternative
method suggested by FAS No. 123, "Accounting for Stock-Based
Compensation," net income would have decreased $877, $547, and $263 in
1999, 1998, and 1997, respectively; and diluted earnings per share
would have been $2.52, $1.95 and $1.38 in 1999, 1998, and 1997,
respectively.
11.
- ---------------------------------------
ACQUISITIONS
On January 11, 1999, the company acquired all of the issued and
outstanding shares of Purchasing Support Group LLC (PSG), a four-
member beverage service organization. The new operation, renamed
Manitowoc Beverage Systems, Inc. (MBS), provides full-service parts,
components, and dispenser systems support to bottlers in the beverage
industry. MBS is made up of companies that have been serving soft-
drink bottling operations throughout the United States since the 1960s
with a variety of equipment services for beverage dispensing systems.
MBS operates in the Northeast, Atlantic Coast, Southeast, Central and
Western United States.
The aggregate consideration paid by the company for the issued and
outstanding shares of the four-member companies of PSG was $43,686,
which is net of cash acquired of $764 and includes direct acquisition
costs of $538, assumed liabilities of $5,912, and the receipt of a
post-closing net worth adjustment in January 2000 of $141.
The acquisition of MBS has been recorded using the purchase method of
accounting. The cost of the acquisition has been allocated on the
basis of the estimated fair values of the assets acquired and the
liabilities assumed. The excess of the cost over the fair value of
the net assets acquired is $34,019 and is being amortized over a
weighted average life of 38 years. The results of MBS's operations
subsequent to the date of acquisition are included in the Consolidated
Statement of Earnings for the year ended December 31, 1999.
On April 9, 1999, the company acquired all of the issued and
outstanding shares of Kyees Aluminum, Inc., a leading supplier of
cooling components for the major suppliers of fountain soft-drink
beverage dispensers. The aggregate consideration paid by the company
was $28,471 which is net of cash acquired of $1,010 and includes
direct acquisition costs of $319, assumed liabilities of $2,151, and
the payment of a post-closing net worth adjustment during the third
quarter of $1,263 to the former owners of the company. Kyees'
aluminum "cold plates" are a key component used to chill soft-drink
beverages in dispensing equipment. Located in La Mirada, California,
Kyees is a technology leader in manufacturing cold plate equipment, in
both quality and engineering design.
The acquisition of Kyees has been recorded using the purchase method
of accounting. The cost of the acquisition has been allocated on the
basis of the estimated fair values of the assets acquired and the
liabilities assumed. The preliminary estimate of the excess of the
cost over the fair value of the net assets acquired of $24,024 is
being amortized over a weighted average life of 38 years. The results
of Kyees' operations subsequent to the date of acquisition are
included in the Consolidated Statement of Earnings for the year ended
December 31, 1999.
Pro-forma results of operations for MBS and Kyees are not presented,
as the amounts do not differ significantly from the actual results of
the company.
On November 3, 1998, the company acquired substantially all of the net
assets and business of U.S. Truck Crane, Inc. (USTC), from a
subsidiary of UK-based Powerscreen International PLC. Located in
York, Pennsylvania, USTC builds three proprietary product lines,
including boom trucks, rough terrain forklifts, and other types of
material handling equipment.
The aggregate consideration paid by the company for the net assets of
USTC was $51,478 which includes direct acquisition costs of $478,
assumed liabilities of $7,425, and the receipt of a post-closing net
worth adjustment in July 1999 of $2,053.
The acquisition of USTC has been recorded using the purchase method of
accounting. The cost of the acquisition has been allocated on the
basis of the estimated fair values of the assets acquired and the
liabilities assumed. The excess of the cost over the fair value of
the net assets acquired is $38,039 and is being amortized over a
weighted average life of 38 years. The results of USTC's operations
subsequent to the date of acquisition are included in the Consolidated
Statements of Earnings for the years ended December 31, 1999 and 1998.
The following unaudited information presents, on a pro-forma basis,
the USTC acquisition as if it had occurred at the beginning of 1998:
Net sales $723,178
--------
Net earnings $ 52,476
--------
Basic earnings per share $ 2.02
-------
Diluted earnings per share $ 2.01
--------
On October 31, 1997, the company acquired substantially all of the net
assets and business operated by SerVend International, Inc. (SerVend)
from SerVend and its affiliate, Fischer Enterprises, Ltd. SerVend is
one of the world's largest manufacturers of ice/beverage dispensers
and dispensing valves for the soft drink industry. Its customers
include many of the major quick-service restaurant chains, convenience
stores, and soft-drink bottlers in the nation.
The aggregate consideration paid by the company for the net business
assets of SerVend was $72,946 which is net of cash acquired of $119,
and includes direct acquisition costs of $1,167, and assumed
liabilities of $6,250.
The acquisition has been recorded using the purchase method of
accounting. The cost of the acquisition has been allocated on the
basis of the estimated fair values of the assets acquired and the
liabilities assumed. The excess of the cost over the fair value of
the net assets acquired of $57,596 is being amortized over a weighted
average life of 36 years. The results of SerVend's operations
subsequent to the date of acquisition are included in the Consolidated
Statements of Earnings for the years ended December 31, 1999, 1998 and
1997.
On January 14, 2000, the company acquired certain assets of Pioneer
Holdings LLC, a manufacturer of hydraulic boom trucks, from Mega
Manufacturing. The acquisition compliments the company's Manitex and
USTC product lines.
On February 10, 2000, the company acquired all the outstanding common
stock of Beverage Equipment Supply Company (BESCO), a leading mid-west
wholesale distributor of beverage dispensing equipment. BESCO was
integrated with the company's MBS operation.
12.
- ---------------------------------------
ASSETS HELD FOR SALE
The company holds assets for sale which include land and improvements,
buildings, and certain machinery and equipment at the "Peninsula
facility" located in Manitowoc, Wisconsin, and land and building
located in Scotts Hill, Tennessee. The current carrying value of these
assets, determined through independent appraisals, is $3,287 and is
included in other assets on the consolidated balance sheet at December
31, 1999. The company has reserved for the future holding costs,
which are included in accounts payable and accrued expenses,
consisting primarily of utilities, security, maintenance, property
taxes and insurance. The company has also recorded reserves for
potential environmental liabilities on the Peninsula location. During
the year ended December 31, 1999, $363 was charged against these
reserves. Charges against these reserves in 1998 and 1997 were
insignificant.
13.
- ------------------------------------------
CONTINGENCIES
The United States Environmental Protection Agency (EPA) has identified
the company as a Potentially Responsible Party (PRP) under the
Comprehensive Environmental Response Compensation and Liability Act
(CERCLA), liable for the costs associated with investigating and
cleaning up contamination at the Lemberger Landfill Superfund Site
(the "Site") near Manitowoc, Wisconsin.
Approximately 150 PRP's have been identified as having shipped
substances to the Site. Eleven of the potentially responsible parties
have formed a group (the Lemberger Site Remediation Group, or "LSRG")
and have successfully negotiated with the EPA and the Wisconsin
Department of Natural Resources to settle the potential liability at
the Site and fund the cleanup.
Recent estimates indicate that the total costs to clean up the Site
are approximately $30,000. Although liability is joint and several,
the company's percentage share of liability is estimated to be 11% of
the total cleanup costs. Prior to December 31, 1996, the company
accrued $3,300 in connection with this matter. Expenses recorded in
1999, 1998 and 1997 were insignificant. Remediation work at the Site
has been completed, with only long-term pumping and treating of
groundwater and Site maintenance remaining. The remaining estimated
liability for this matter, included in other current and noncurrent
liabilities at December 31, 1999, is $1,100.
As of December 31, 1999, 29 product-related lawsuits were pending. Of
these, two occurred between 1985 and 1990 when the company was
completely self-insured. The remaining lawsuits occurred subsequent
to June 1, 1990, at which time the company has insurance coverages
ranging from a $5,500 self-insured retention with a $10,000 limit on
the insurer's contribution in 1990, to the current $1,000 self-insured
retention for Cranes and Marine cases ($100 for Foodservice cases) and
$50,000 limit on the insurer's contribution.
Product liability reserves included in accounts payable and accrued
expenses at December 31, 1999 are $8,219; $2,602 reserved specifically
for the 29 cases referenced above, and $5,617 for claims incurred but
not reported. These reserves were estimated using actuarial methods.
The reserves for the two uninsured claims are insignificant. The
highest current reserve for an insured claim is $985. Based on the
company's experience in defending itself against product liability
claims, management believes the current reserves are adequate for
estimated settlements on aggregate self-insured and insured claims.
Any recoveries from insurance carriers are dependent upon the legal
sufficiency of claims and the solvency of insurance carriers.
It is reasonably possible that the estimates for environmental
remediation and product liability costs may change in the near future
based upon new information which may arise. Presently, there is no
reliable means to estimate the amount of any such potential changes.
The company is also involved in various other legal actions arising in
the normal course of business. After taking into consideration legal
counsels' evaluation of such actions, in the opinion of management,
ultimate resolution is not expected to have a material adverse effect
on the consolidated financial statements of the company.
14.
- ---------------------------------------------
RETIREMENT AND HEALTH CARE PLANS
The company provides retirement benefits through noncontributory
deferred profit sharing plans covering substantially all employees.
Company contributions to the plans are based upon formulas contained
in such plans. The company also has a defined contribution plan in
which the company matches 25% of participant contributions up to a
maximum of 5% of a participant's compensation. Total costs incurred
under these plans were $14,271, $12,909 and $10,371, in 1999, 1998 and
1997, respectively.
The company also provides certain health care benefits for eligible
retired employees. Substantially all of the company's domestic
employees hired before January 1, 1990, may become eligible for these
benefits if they reach a normal retirement age while working for the
company and satisfy certain years-of-service requirements.
The components of the periodic postretirement health benefit cost are
as follows:
<TABLE>
<CAPTION>
1999 1998 1997
----- ------ -------
<S> <C> <C> <C>
Service cost - benefits earned
during the year $ 395 $ 296 $ 260
Interest cost on accumulated
postretirement health
benefit obligation 1,325 1,144 1,088
Amortization of actuarial gain -- (127) (197)
------ ------ ------
Net periodic postretirement
health benefit cost $1,720 $ 1,313 $1,151
------ ------ ------
</TABLE>
The following is a reconciliation of the change in the accumulated
periodic postretirement health benefit obligation from January 1,
1998, through December 31, 1999, and a reconciliation of the
postretirement benefit obligation to the accrued amount at December
31, 1999 and 1998:
<TABLE>
<CAPTION>
1999 1998
---- ----
<S> <C> <C>
Benefit obligation, beginning of year $ 16,948 $ 15,712
Service cost 395 296
Interest cost 1,325 1,144
Participant contributions 810 818
Actuarial loss 1,946 1,093
Benefits paid (2,333) (2,115)
-------- ---------
Benefit obligation, end of year $ 19,091 $ 16,948
======== =========
Status of the plan, unfunded $ 19,091 $ 16,948
Unrecognized net gain 821 2,757
-------- ---------
Accrued benefit, end of year $ 19,912 $ 19,705
======== =========
</TABLE>
The health care cost trend rate assumed in the determination of the
accumulated postretirement benefit obligation is 5%. Increasing the
assumed health care cost trend rate by one percentage point in each
year would increase the accumulated postretirement health benefit
obligation by $2,699 at December 31, 1999, and the aggregate of the
service and interest cost components of net periodic postretirement
health benefit cost by $298 for 1999. Decreasing the assumed health
care cost trend rate by one percentage point in each year would
decrease the accumulated postretirement health benefit obligation by
$2,208 at December 31, 1999, and the aggregate of the service and
interest cost components of net periodic postretirement health benefit
costs by $240 for 1999.
The discount rate used in determining the accumulated postretirement
health benefit obligation is 7.25% for 1999 and 7.00% for 1998. The
plan is unfunded.
It is reasonably possible that the estimate for future retirement and
health care costs may change in the near future based upon changes in
the health care environment or changes in interest rates which may
arise. Presently, there is no reliable means to estimate the amount
of any such potential changes.
15.
- ----------------------------------------
LEASES
The company leases various property, plant and equipment. Terms of
the leases vary, but generally require the company to pay property
taxes, insurance premiums, and maintenance costs associated with the
leased property. Rental expense attributable to operating leases was
$4,847, $2,848 and $3,390 in 1999, 1998 and 1997, respectively.
Future minimum rental obligations under noncancelable operating
leases, as of December 31, 1999 are payable as follows:
2000 $ 5,748 2003 $ 4,120
2001 $ 5,191 2004 $ 3,399
2002 $ 4,566 Thereafter $ 11,399
16.
- ------------------------------------------
BUSINESS SEGMENTS
The company identifies its segments using the "management approach"
which designates the internal organization that is used by management
for making operating decisions and assessing performance as the source
of the company's reportable segments.
The company has three reportable segments: Foodservice Equipment
(Foodservice), Cranes and Related Products (Cranes), and Marine.
Foodservice products consist primarily of commercial ice cube
machines, dispensers, and related accessories, as well as commercial
refrigerators and freezers and beverage dispensers. Foodservice
distributes its products primarily in the United States, Southeast
Asia and Europe. Foodservice products serve the lodging, restaurant,
health care, convenience store and soft-drink bottling markets which
are impacted by demographic changes and business cycles.
Cranes products consist primarily of crawler and truck-mounted lattice
boom and hydraulic cranes and excavators which serve the construction,
energy, and mining industries. Cranes distributes its products
primarily in the United States, Europe, Southeast Asia and the Middle
East. Cranes operations are tied most closely to energy and
infrastructure projects throughout the world.
Marine provides ship-repair and construction services to foreign and
domestic vessels operating on the Great Lakes and eastern seaboard.
Marine serves the Great Lakes maritime market consisting of both U.S.
and Canadian fleets, inland waterway operators, and oceangoing vessels
that transit the Great Lakes and St. Lawrence Seaway.
The accounting policies of the segments are the same as those
described in the summary of significant accounting policies except
that certain expenses are not allocated to the segments. These
unallocated expenses are corporate overhead, intangible asset
amortization, interest expense and income taxes. The company
evaluates segment performance based upon profit or loss before the
aforementioned expenses.
The company is organized primarily on the basis of products and is
broken down into 19 business units. Nine of the business units have
been aggregated into the Foodservice Segment; seven of the business
units have been aggregated into the Cranes Segment; and three business
units make up the Marine Segment.
Information about reportable segments and a reconciliation of total
segment assets to the consolidated totals as of December 31, 1999 and
1998, and total segment sales and profits to the consolidated totals
for the years ending December 31, 1999, 1998 and 1997 are summarized
on page 30. The following is sales and long-lived asset information
by geographic area as of and for the years ended December 31:
<TABLE>
<CAPTION>
Sales Long-Lived Assets
--------------------------------------- ----------------------
1999 1998 1997 1999 1998
------- ------- ------- ------- ----
<S> <C> <C> <C> <C> <C>
United States $718,768 $616,129 $459,704 $331,758 $282,747
Other North America 25,213 16,881 8,309 -- --
Europe 32,246 36,917 23,345 5,479 5,548
Asia 11,174 12,920 27,235 2,005 1,842
Middle East 2,113 5,610 3,289 -- --
Central & South America 4,073 1,949 14,766 -- --
Africa 5,890 1,774 663 -- --
South Pacific & Caribbean 6,014 2,642 8,553 -- --
-------- -------- -------- -------- ---------
$805,491 $694,822 $545,864 $339,242 $290,137
======= ======= ======= ======== =======
</TABLE>
Foreign revenue is based upon the location of the customer. Revenue
from no single foreign country was material to the consolidated sales
of the company.
MANAGEMENT'S REPORT ON CONSOLIDATED FINANCIAL STATEMENTS
- --------------------------------------------------------
Company management is responsible for the integrity of this annual
report's consolidated financial statements. Those statements were
prepared in accordance with generally accepted accounting principles.
Where necessary, amounts are based on judgments and estimates by
management. All financial information in this report matches the
financial statements.
The company maintains an internal accounting system designed to
provide reasonable assurance that assets are safeguarded and that
books and records reflect only authorized transactions.
To further safeguard assets, the company has established an audit
committee composed of directors who are neither officers nor employees
of the company. The audit committee is responsible for reviewing the
company's financial reports and accounting practices and meets
periodically with the company's independent accountants.
The company's independent accountants provide an objective examination
of the company's financial statements. They evaluate the company's
system of internal controls and perform tests and other procedures
necessary to express an opinion on the fairness of the presentation of
the consolidated financial statements.
/s/ Terry D. Growcock /s/ Glen E. Tellock
----------------------- --------------------
Terry D. Growcock Glen E. Tellock
President & Vice President &
Chief Executive Officer Chief Financial
Officer
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
- ----------------------------------------
To the Stockholders and Board of Directors of
The Manitowoc Company, Inc. and Subsidiaries
In our opinion, the accompanying consolidated balance sheets and the
related consolidated statements of earnings, stockholders' equity and
comprehensive income, and cash flows present fairly, in all material
respects, the financial position of The Manitowoc Company, Inc. and
its Subsidiaries at December 31, 1999 and 1998, and the results of
their operations and their cash flows for the years ended December 31,
1999, 1998 and 1997, in conformity with accounting principles
generally accepted in the United States. These financial statements
are the responsibility of the company's management; our responsibility
is to express an opinion on these financial statements based on our
audits. We conducted our audits of these statements in accordance
with auditing standards generally accepted in the United States, which
require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements,
assessing the accounting principles used and significant estimates
made by management, and evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis
for the opinion expressed above.
/s/ PricewaterhouseCoopers LLP
- ----------------------------------
PRICEWATERHOUSECOOPERS LLP
Milwaukee, Wisconsin
January 25, 2000 except for information in Note 4, for which the date
is February 10, 2000
<TABLE>
<CAPTION>
SUPPLEMENTAL QUARTERLY FINANCIAL INFORMATION (UNAUDITED)
The table below presents unaudited quarterly data for the years ended December 31, 1999 and 1998
(Thousands of dollars, except per share data)
1999 1998
--------------------------------------------- ------------------------------------------
First Second Third Fourth First Second Third Fourth
------ ------ ------ ------ ------ ------ --------- ---------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Net sales $184,189 $226,342 $213,898 $181,062 $154,139 $188,899 $184,023 $167,761
Gross profit 52,560 65,718 62,515 52,919 43,472 53,094 53,280 45,775
Net earnings 12,428 20,986 19,378 13,992 9,337 15,408 15,203 11,432
Per share amounts: *
Basic earnings per share .48 .81 .75 .54 .36 .59 .59 .44
Diluted earnings per share .47 .80 .74 .53 .36 .59 .58 .44
Dividends per common share .075 .075 .075 .075 .075 .075 .075 .075
<FN>
* Per share data adjusted to reflect the April 1, 1999 three-for-two stock split.
</FN>
</TABLE>
<TABLE>
<CAPTION>
QUARTERLY COMMON STOCK PRICE RANGE
Year Ended Year Ended Year Ended
December 31, 1999 December 31, 1998 December 31, 1997
------------------ ------------------ --------------------------
High Low Close High Low Close High Low Close
---- ---- ---- ---- ---- ----- ---- ---- -----
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
1st Quarter $30.33 $24.21 $27.92 $26.75 $19.42 $25.75 $17.78 $14.89 $16.06
2nd Quarter 42.00 27.00 41.63 31.21 25.40 26.87 21.11 15.33 20.78
3rd Quarter 43.75 32.56 34.13 27.92 16.33 20.09 26.63 21.13 23.79
4th Quarter 35.63 26.00 34.00 29.59 16.46 29.59 25.46 19.67 21.67
<FN>
The company's common stock is traded on the New York Stock Exchange.
The share prices shown above have been adjusted for the 1999 and 1997 three-for-two stock splits.
</FN>
</TABLE>
GLOSSARY
- --------
Financial Terms
- ---------------
BACKLOG: Firm, unfilled orders. An indicator of future sales.
BOOK VALUE: Another term for shareholder equity, most often shown on
a per-share basis.
CAPITALIZATION: The total market value of a company's outstanding
stock . that is, the stock price multiplied by the number of shares.
CASH FLOW: Funds generated by a company to operate the business, make
capital investments, repay debt, pay dividends, repurchase stock, and
make acquisitions.
COST OF CAPITAL: A weighted average of the after-tax cost of equity
and borrowed funds used to invest in operating capital for a business.
CURRENT RATIO: Current assets divided by current liabilities, an
indicator of liquidity.
ECONOMIC VALUE-ADDED (EVA): A measure to determine if a company is
creating or destroying value for its shareholders. EVA is calculated
by taking after-tax operating profits and subtracting the cost of
capital. Manitowoc uses this measure to evaluate its performance, to
drive its decision-making, to incentivize management, and to evaluate
acquisition opportunities.
OUTSOURCING: Contracting with an external supplier to provide a
product or function deemed to be a non-core operation.
PRICE TO EARNINGS RATIO: The price of a stock divided by its earnings
per share. Also known as P/E, multiple or valuation. This measure
tells investors how much they are paying for a company's earnings.
RETURN ON EQUITY: Net earnings divided by stockholders' equity; a
measurement of the amount earned on the shareholders' investment.
RETURN OF INVESTED CAPITAL: An EVA measurement of operating profit
after-tax divided by invested capital, an indicator of how efficiently
the company employs its assets.
STOCK REPURCHASE PLAN: A systematic approach in which a company
repurchases its stock. The result of this action increases the
percent of ownership each remaining shareholder has in the company.
TOTAL RETURN: Return on an investment that includes any dividends or
interest as well as price appreciation.
Industry Terms
- --------------
BACKHOE DREDGE: Excavates underwater material ranging from clay and
sand to blasted and unblasted rock from a channel or harbor one
bucketful at a time. The dredge hull is usually unpowered and must be
towed to the digging site. Most backhoe dredges are equipped with
hydraulic excavators capable of digging at depths up to 75 feet.
BACKROOM BEVERAGE EQUIPMENT: Refers to the backroom support equipment
necessary to deliver syrup, carbonated water, and pre-mixed soft
drinks from their storage containers to the dispensing device. This
equipment would include pre-chillers, carbonators, regulators, pumps,
valves, tubing, and fabricated box racks.
BOOM TRUCK: A hydraulic telescopic crane mounted to a commercial
truck chassis. A boom truck differs from a truck crane because it can
haul up to several thousand pounds of payload on its cargo deck.
COLD PLATE: An integral component of an ice/beverage dispenser that
consists of a cast aluminum block and stainless steel tubing that
cools syrup and carbonated water to an ideal serving temperature as
these liquids flow through the cold plate to the beverage dispensing
valve.
CRAWLER CRANE: Usually refers to lattice-boom cranes that are mounted
on crawlers rather than a truck chassis. This method of mounting
significantly reduces ground bearing pressures and enables the crane
to pick-and-carry virtually any rated load.
FIVE-YEAR SURVEY: A thorough ship inspection and maintenance process
that must be performed every five years to satisfy stringent maritime
regulations developed by the U.S. Coast Guard, American Bureau of
Shipping, and other regulatory agencies.
GRAVING DOCK: An in-ground concrete structure in which ships can be
built or repaired. Because a graving dock is equipped with pumps and
watertight gates, it can be flooded so ships can float in, then be
pumped dry so crews can work on parts of the ship that are normally
underwater.
HOPPER DREDGE: A fully powered vessel that excavates underwater
material using powerful suction devices. Dredged material is then
stored onboard the vessel for transportation to an approved disposal
site, or can be pumped onboard dump scows or split-hull barges.
ICE/BEVERAGE DISPENSER: A foodservice appliance that dispenses ice
and soft drinks for self-serve applications in quick-service
restaurants and convenience stores.
KIOSK: A limited-menu, walk-up, quick-service restaurant that sells
food which usually is prepared elsewhere.
LATTICE BOOM: A fabricated, high-strength steel structure that usually
has four cords and tubular lacings. Lattice booms typically weigh
less and provide higher lifting capacities than telescopic booms of
similar length.
LUFFING JIB: A fabricated structure similar to, but smaller than, a
lattice boom. Mounted at the tip of a lattice boom, a ffing jib
easily adjusts its angle of operation - a capability that is not
possible with a conventional fixed-jib attachment.
REACH-IN: A refrigerated cabinet typically used in foodservice
applications for short-term storage of perishable items at safe
temperatures prior to preparation or serving.
SELF-UNLOADING VESSEL: The fleet of ships operating on the Great Lakes
that are equipped with cargo-hold conveyors and lattice discharge
booms. This equipment enables vessels to offload their bulk cargoes,
such as iron ore, coal, or limestone, without requiring dockside
assist equipment.
TELESCOPIC BOOM: A box-section boom, made of several overlapping
sections, that are extended or retracted to a desired length using
hydraulic or mechanical means.
TRUCK CRANE: Can refer to either a hydraulic telescopic or lattice-
boom crane that is mounted on a rubber-tired carrier and is capable of
traveling at highway speeds from one project to the next.
TUG/BARGE: A new form of Great Lakes bulk cargo transportation that
uses a non-powered notch barge that is pushed by a high horsepower
diesel tugboat.
WALK-IN: A large, foamed-in-place, refrigerated structure, often
found in restaurants, that can be equipped with cooling or freezing
systems for long-term storage of food-service items before
preparation.
INVESTOR INFORMATION
- --------------------
Corporate Headquarters
- ----------------------
The Manitowoc Company, Inc.
500 South 16th Street
P. O. Box 66
Manitowoc, WI 54221-0066
Telephone: 920-684-4410
Telefax: 920-683-8129
Independent Public Accountants
- ------------------------------
PricewaterhouseCoopers LLP
100 East Wisconsin Avenue
Suite 1500
Milwaukee, WI 53202
Stock Transfer Agent and Registrar
- --------------------------------
First Chicago Trust Company of New York
P. O. Box 2500
Jersey City, NJ 07303-2500
Annual Meeting
- --------------
The annual meeting of Manitowoc shareholders will be held at 9:00 a.m.,
CDT, Tuesday, May 2, 2000, in the ballroom of the Holiday Inn at
4601 Calumet Avenue, Manitowoc, WI. We encourage shareholders
to participate in this meeting in person or by proxy.
Stock Listing
- -------------
Manitowoc's common stock is traded on the New York Stock Exchange and
is identified by the ticker symbol MTW. Current trading volume,
share price, dividends, and related information can be found in the
financial section of most daily newspapers.
Quarterly common stock price information for our three most recent
fiscal years can be found on page 44 of this annual report.
Manitowoc Shareholders
- ----------------------
On December 31, 1999, there were 26,088,369 shares of Manitowoc
common stock outstanding. At such date, there were 2,746
shareholders of record.
Form 10-K Report
- ----------------
Each year, Manitowoc files its Annual Report on Form 10-K with the
Securities and Exchange Commission. Most of the financial information
contained in that report is included in the Annual Report to
Shareholders.
A COPY OF FORM 10-K AS FILED WITH THE SECURITIES AND EXCHANGE
COMMISSION FOR 1999, MAY BE OBTAINED BY ANY SHAREHOLDERS, WITHOUT
CHARGE, UPON WRITTEN REQUEST TO:
Maurice D. Jones, General Counsel and Secretary
The Manitowoc Company, Inc.
P. O. Box 66
Manitowoc, WI 54221-0066
Dividends
- ---------
Common stock dividends are usually considered in conjunction with
quarterly meetings of Manitowoc's board of directors. Manitowoc has
paid quarterly dividends, without interruption, since 1971.
Dividend Reinvestment And Stock Purchase Plan
- ---------------------------------------------
The Dividend Reinvestment and Stock Purchase Plan provides a
convenient method to acquire additional shares of Manitowoc stock
through the investment of quarterly dividends. Shareholders may also
purchase shares by investing cash as often as once a month in varying
amounts from $10 up to a maximum of $60,000 each calendar year.
Participation is voluntary and all fees associated with stock
purchases under these plans are paid for by Manitowoc.
To receive an information booklet and enrollment form, please contact
our stock transfer agent and registrar, First Chicago Trust Company of
New York.
Investor Inquiries
- ------------------
Security analysts, portfolio managers, individual investors, and media
professionals seeking information about Manitowoc are encouraged to
contact the following:
Analysts & Portfolio Managers:
- ------------------------------
Glen E. Tellock, Vice President & Chief Financial Officer
Telephone: 920-683-8122
Telefax: 920-683-8138
Media Inquiries:
- ----------------
Steven C. Khail, Director of Investor Relations and Corporate Communications
Telephone: 920-683-8128
Telefax: 920-683-8138
General Inquiries:
- ------------------
Joan Risch, Shareholder Relations
Telephone: 920-683-8150
Telefax: 920-683-8138
Quarterly Earnings
- ------------------
Manitowoc is planning to announce its quarterly earnings for calendar
2000 according to the following schedule:
1st Quarter - April 13, 2000
2nd Quarter - July 13, 2000
3rd Quarter - October 12, 2000
4th Quarter - To be announced
Join MTW on the Internet at www.manitowoc.com
- ---------------------------------------------
Manitowoc provides a variety of information about its businesses,
products, and markets at its website address:
http:\\www.manitowoc.com
Equal Opportunity
- -----------------
Manitowoc believes that a diverse workforce is required to compete
successfully in today's global markets. The company provides equal
employment opportunities in its global operations without regard to
race, color, age, gender, religion, national origin, or physical
disability.
EXHIBIT 13 - APPENDIX A
<TABLE>
<CAPTION>
Cross Reference or
Graph No. Description of Graph Narrative Discussion
- --------- -------------------- ---------------------
<S> <C> <C>
1 Bar Graph of Gross Margin Gross Margin (Millions of Dollars)
for fiscal year 1994 --------------------------------
and calendar years 1995-1999. 1994 67.9
1995 74.5
1996 134.6
1997 152.6
1998 195.6
1999 233.7
In 1999, Manitowoc's gross margin set a record
for the sixth consecutive year, climbing to $233.7
million, up 19.5% from the previous record of $195.6
million in 1998.
2 Bar Graph of Capital Expenditures Capital Expenditures (Millions of Dollars)
for fiscal year 1994 ------------------------------------------
and calendar years 1995-1999. 1994 5.3
1995 19.2
1996 8.4
1997 12.0
1998 11.7
1999 13.7
The conversion to mixed model manufacturing at
Manitowoc Ice, the upgrade of a information system
at Kolpak, and installation of new process equipment
at Kolpak were three major capital investments Manitowoc
made during 1999.
3 Bar Graph of Cash Flow from Cash Flow From Operations (Millions of Dollars)
Operations for fiscal year -----------------------------------------------
1994 and calendar years 1994 37.0
1995-1999. 1995 16.4
1996 64.5
1997 43.6
1998 56.8
1999 103.4
Although cash flow has fluctuated from year-to-year,
Manitowoc has generated a record $103.4 million of
cash in 1999, which easily eclipsed the prior record
set in 1996 by 60%.
4 Bar Graph of Invested Capital Invested Capital (Millions of Dollars)
for fiscal year 1994 and --------------------------------------
calendar years 1995-1999. 1994 130.0
1995 139.8
1996 243.3
1997 256.8
1998 339.9
1999 413.1
As Manitowoc continues to grow, it prudently manages
its invested capital using EVA principles to ensure
optimum shareholder returns.
5 Bar Graph of Debt to Capital Debt to Capital (Percent)
fiscal year 1994 and calendar --------------------------------------------
calendar years 1995-1999. 1994 --
1995 62.8
1996 46.6
1997 50.4
1998 44.7
1999 32.5
Manitowoc does not impose a limit on its debt-to-
capital ratio, but prefers to evaluate acquisitions
based on their ability to generate cash for debt
repayment purposes. Prior to 1995, Manitowoc had
no debt.
6 Bar Graph of International Shipment International Shipments (Millions of Dollars)
for fiscal year 1994 and calendar ----------------------------------------
years 1995-1999. 1994 56.9
1995 61.0
1996 67.6
1997 74.6
1998 78.7
1999 86.7
As international economies improve and as Manitowoc
expands into targeted foreign markets, our export
shipments will become a larger percentage of our
sales mix.
</TABLE>
EXHIBIT 21
1999 10-K
LIST OF SUBSIDIARIES
JURISDICTION
SUBSIDIARY OF INCORPORATION
- -----------------------------------------------------------------
Femco Machine Co., Inc. Nevada
Diversified Refrigeration, Inc. Tennessee
Manitex, Inc. Texas
Manitowoc MEC, Inc. Nevada
Manitowoc Equipment Works PTE, Ltd. Singapore
Manitowoc Equipment Works, Inc. Nevada
Manitowoc Europe Holdings, Ltd. England
Manitowoc Europe Limited England
Manitowoc International Sales Corp. Barbados
Manitowoc Korea Company, Ltd. Korea
Manitowoc Marine Group, LLC Nevada
Manitowoc Re-Manufacturing, Inc. Wisconsin
Manitowoc Western Company, Inc. Wisconsin
North Central Crane & Excavator Sales Corp. Nevada
West Manitowoc, Inc. Wisconsin
Manitowoc CP, Inc. Nevada
Manitowoc FP, Inc. Nevada
KMT Refrigeration, Inc. Wisconsin
Manitowoc Foodservice Group, Inc. Nevada
Manitowoc Crane Group, Inc. Nevada
Manitowoc Ice, Inc. Wisconsin
Manitowoc Cranes, Inc. Wisconsin
SerVend International, Inc. Nevada
Manitowoc Beverage Systems, Inc. Nevada
KMT Sales Corporation Nevada
SerVend Sales Corporation Nevada
USTC, Inc. Nevada
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the
registration statements on Form S-8 (File Nos. 333-11729 and 333-
11731) of The Manitowoc Company, Inc. of our report dated January 25,
2000, except for information in Note 11, for which the date is
February 10, 2000, relating to the financial statements, which appears
in the 1999 Annual Report, which is incorporated in this Form 10-K.
We also consent to the incorporation by reference of our report dated
January 25, 2000 relating to the financial statement schedule, which
appears on this Form 10-K.
/s/ PricewaterhouseCoopers LLP
PRICEWATERHOUSECOOPERS LLP
March 6, 2000
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