UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2000
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OR
[_] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE
ACT OF 1934
For the transition period from to
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Commission File Number 1-11978
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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)
(920) 684-4410
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(Registrant's telephone number, including area code)
(Former name, former address and former fiscal year, if changed
since last report.)
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 ( )
The number of shares outstanding of the Registrant's common
stock, $.01 par value, as of September 30, 2000, the most recent
practicable date, was 24,641,244.
PART I. FINANCIAL INFORMATION
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Item 1. Financial Statements
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<TABLE>
<CAPTION>
THE MANITOWOC COMPANY, INC.
Consolidated Statements of Earnings
For the Quarter and Nine Months Ended September 30, 2000 and 1999
(Unaudited)
(In thousands, except per-share and average shares data)
QUARTER ENDED YEAR-TO-DATE
Sept. 30, 2000 Sept. 30, 1999 Sept. 30, 2000 Sept. 30, 1999
------------------ ---------------- ------------------ ------------------
<S> <C> <C> <C> <C>
Net Sales $ 210,847 $ 213,898 $ 652,124 $ 624,430
Costs And Expenses:
Cost of goods sold 155,190 151,384 469,683 443,637
Engineering, selling and
administrative expenses 31,376 27,883 90,923 87,092
---------------- -------------- ------------ ------------
Total 186,566 179,267 560,606 530,729
Earnings From Operations 24,281 34,631 91,518 93,701
Other Income (Expense):
Interest expense (4,000) (2,987) (10,450) (8,431)
Interest and dividend income 71 82 360 186
Other expense (675) (968) (1,720) (1,660)
--------------- ----------- ------------- -------------
Total (4,604) (3,873) (11,810) (9,905)
--------------- ----------- ------------- -------------
Earnings Before Taxes
On Income 19,677 30,758 79,708 83,796
Provision For Taxes On Income 7,379 11,380 29,890 31,004
--------------- ----------- ------------- --------------
Net Earnings $ 12,298 $ 19,378 $ 49,818 $ 52,792
--------------- ----------- -------------- --------------
Net Earnings Per
Share - Basic $.50 $.75 $1.99 $2.03
Net Earnings Per
Share - Diluted $.50 $.74 $1.98 $2.01
Dividends Per Share $.075 $.075 $.225 $.225
Average Shares Outstanding
- Basic 24,638,599 25,982,312 25,069,860 25,970,719
Average Shares Outstanding
- Diluted 24,684,739 26,332,622 25,154,226 26,329,068
See accompanying notes which are an integral part of these statements.
</TABLE>
<TABLE>
<CAPTION>
THE MANITOWOC COMPANY, INC.
Consolidated Balance Sheets
As of September 30, 2000 and December 31, 1999
(In thousands, except share data)
- ASSETS -
Sept. 30, 2000 Dec. 31, 1999
-------------------- -----------------
(Unaudited)
Current Assets:
<S> <C> <C>
Cash and cash equivalents $ 13,286 $ 10,097
Marketable securities 2,017 1,923
Accounts receivable 77,029 62,802
Inventories 97,909 91,437
Prepaid expenses and other 2,694 2,211
Future income tax benefits 22,557 22,528
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Total current assets 215,492 190,998
Intangible Assets - Net 265,315 232,729
Other Assets 15,314 14,490
Property, Plant and Equipment:
At cost 224,256 214,352
Less accumulated depreciation (128,677) (122,329)
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Property, plant and equipment-net 95,579 92,023
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TOTAL $591,700 $530,240
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-LIABILITIES AND STOCKHOLDERS' EQUITY-
Current Liabilities:
Accounts payable and accrued expenses $162,807 $141,909
Current portion of long-term debt 750 489
Short-term borrowings 70,617 32,300
Product warranties 13,612 14,610
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Total current liabilities 247,786 189,308
Non-Current Liabilities:
Long-term debt, less current portion 78,930 79,223
Post-retirement health benefits obligations 20,262 19,912
Other 10,710 9,621
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Total non-current liabilities 109,902 108,756
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Stockholders' Equity:
Common stock (36,746,482 shares
issued at both dates) 367 367
Additional paid-in capital 31,630 31,476
Accumulated other comprehensive
income (loss) (2,044) (814)
Retained earnings 325,872 281,672
Treasury stock at cost (12,105,238 and
10,658,113 shares, respectively) (121,813) (80,525)
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Total stockholders' equity 234,012 232,176
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TOTAL $591,700 $530,240
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See accompanying notes which are an integral part of these statements.
</TABLE>
<TABLE>
<CAPTION>
THE MANITOWOC COMPANY, INC.
Consolidated Statements of Cash Flows
For the Nine Months Ended September 30, 2000 and 1999
(In thousands)
(Unaudited)
Sept. 30, 2000 Sept. 30, 1999
------------------- -------------------
Cash Flows From Operations:
<S> <C> <C>
Net earnings $ 49,818 $ 52,792
Non-cash adjustments to earnings:
Depreciation 7,360 6,973
Amortization of goodwill 6,074 5,482
Amortization of deferred financing fees 504 472
Deferred income taxes - 1,020
Loss on sale of fixed assets 227 591
Changes in operating assets and liabilities,
excluding effects of business acquisitions:
Accounts receivable (5,846) 3,547
Inventories (841) 7,052
Other current assets 1,608 3,255
Non-current assets (1,393) (4,103)
Current liabilities 11,930 17,216
Non-current liabilities (3) (841)
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Net cash provided by operations 69,438 93,456
Cash Flows From Investing:
Purchase of temporary investments (94) (81)
Business acquisitions - net (50,599) (62,104)
Proceeds from sale of property, plant, and equipment 3,420 5,217
Capital expenditures (10,446) (8,192)
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Net cash used for investing (57,719) (65,160)
Cash Flows From Financing:
Dividends paid (5,618) (5,844)
Options exercised 363 61
Treasury stock purchases (41,498) --
Payments on long-term borrowings (32) (10,508)
Change in revolver borrowings - net 38,317 (12,200)
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Net cash used for financing (8,468) (28,491)
Effect of Exchange Rate Changes on Cash (62) -
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Net increase (decrease) in cash
and cash equivalents 3,189 (195)
Cash and cash equivalents, beginning
of period 10,097 10,582
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Cash and cash equivalents, end of period $ 13,286 $ 10,387
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Supplemental cash flow information:
Interest paid $ 8,748 $ 7,507
Income taxes paid $ 30,511 $ 30,316
See accompanying notes which are an integral part of these statements.
</TABLE>
<TABLE>
<CAPTION>
THE MANITOWOC COMPANY, INC.
Consolidated Statements of Comprehensive Income
For the Quarter and Nine Months Ended September 30, 2000 and 1999
(In thousands)
(Unaudited)
QUARTER ENDED YEAR-TO-DATE
Sept. 30, 2000 Sept. 30, 1999 Sept. 30, 2000 Sept. 30, 1999
----------------------------------------------------------------
<S> <C> <C> <C> <C>
Net Earnings $12,298 $19,378 $49,818 $52,792
Other Comprehensive Income:
Foreign currency
translation adjustments (476) 240 (1,230) (48)
--------- --------- --------- ----------
Comprehensive Income $11,822 $19,618 $48,588 $52,744
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See accompanying notes which are an integral part of these statements.
</TABLE>
THE MANITOWOC COMPANY, INC.
Notes to Consolidated Financial Statements
For the Nine Months Ended September 30, 2000 and 1999
Note 1. In the opinion of management, the accompanying
unaudited condensed consolidated financial statements
contain all adjustments, including normal recurring
accruals, necessary to present fairly the results of
operations, cash flows, and comprehensive income for
the quarters and nine months ended September 30, 2000
and 1999, and the financial position at September 30,
2000. The interim results are not necessarily
indicative of results for a full year and do not
contain information included in the company's annual
consolidated financial statements and notes for the
year ended December 31, 1999. The consolidated
balance sheet as of December 31, 1999 was derived from
audited financial statements, but does not include all
disclosures required by generally accepted accounting
principles. It is suggested that these financial
statements are read in conjunction with the financial
statements and the notes thereto included in the
company's latest annual report.
All dollar amounts are in thousands throughout these notes except
where otherwise indicated.
Note 2. The components of inventory at September 30, 2000 and
December 31, 1999 are summarized as follows:
<TABLE>
<CAPTION>
Sept. 30, 2000 Dec. 31, 1999
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Components:
<S> <C> <C>
Raw materials $38,713 $39,134
Work-in-process 31,512 30,218
Finished goods 49,888 42,352
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Total inventories at FIFO costs 120,113 111,704
Excess of FIFO costs
over LIFO value (22,204) (20,267)
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Total inventories $97,909 $91,437
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</TABLE>
Inventory is carried at lower of cost or market using the first-
in, first-out (FIFO) method for 50% and 57% of total inventory at
September 30, 2000 and December 31, 1999, respectively. The
remainder of the inventory is costed using the last-in, first-out
(LIFO) method.
Note 3. 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, including the company, 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 cost to clean up the
Site could be as high as $30 million, however, the ultimate
allocation of costs for the Site are not yet final. 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 $3.3 million in
connection with this matter. The expenses incurred during the
third quarter and nine months ended September 30, 2000 and 1999
in connection with this matter were not material. Remediation
work at the Site has been completed, with only long-term pumping
and treating of ground water and Site maintenance remaining. The
company's remaining estimated liability for this matter, which is
included in other current and noncurrent liabilities at September
30, 2000, is $0.9 million.
As of September 30, 2000, 34 product-related lawsuits (other than
lawsuits which were fully insured with no self-insured retention)
were pending. All of these alleged accidents occurred during
years in which the company had insurance coverages ranging from a
$5.5 million self-insured retention with a $10.0 million limit on
the insurer's contribution in 1990, to the current $1.0 million
self-insured retention and $50.0 million limit on the insurer's
contribution.
Product liability reserves included in accounts payable and
accrued expenses at September 30, 2000 are $8.5 million; $3.1
million reserved specifically for the 34 cases referenced above,
and $5.4 million is reserved for incurred but not reported
claims. These reserves were estimated using actuarial methods.
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 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 counsel's 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.
Note 4. 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 approximately $2.9 million and is
included in other assets at September 30, 2000. The
company has recorded reserves for potential
environmental liabilities at the Peninsula facility,
which are included in accounts payable and accrued
expenses at September 30, 2000. The environmental
remediation of this facility is substantially complete
at September 30, 2000. For the first nine months of
2000, approximately $0.9 million of incurred costs were
charged against this reserve. No costs were incurred
in the third quarter of 2000.
Note 5. In October, 1999, the board of directors authorized the
purchase of up to 1.5 million shares of the company's
common stock. In March, 2000, the board of directors
increased the number of shares of common stock that the
company is authorized to repurchase by 1.0 million
shares. During the first nine months of 2000, the
company purchased 1.5 million shares at an aggregate
cost of $41.5 million pursuant to this authorization.
Note 6. The following is a reconciliation of the average shares outstanding
used to compute basic and diluted earnings per share.
<TABLE>
<CAPTION>
Quarter Ended September 30 Nine Months Ended September 30
-----------------------------------------------------------------------------------------------------
2000 1999 2000 1999
------------------ ------------------ ------------------- ----------------------
Per Share Per Share Per Share Per Share
Shares Amount Shares Amount Shares Amount Shares Amount
------------------ ------------------ ------------------- ----------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Basic EPS 24,638,599 $.50 25,982,312 $.75 25,069,860 $1.99 25,970,719 $2.03
Effect of Dilutive
Securities- Stock
Options 46,140 350,310 84,366 358,349
------------- ------------- ------------- ----------
Diluted EPS 24,684,739 $.50 26,332,622 $.74 25,154,226 $1.98 26,329,068 $2.01
------------- ------------- ------------- -----------
</TABLE>
Note 7. On January 14, 2000, the company, through a wholly-
owned subsidiary, acquired certain assets of Pioneer
Holdings LLC (Pioneer), a manufacturer of hydraulic
boom trucks, from its parent company Mega
Manufacturing. Pioneer produces five models of boom
trucks with varying lifting capacities sold under the
Pioneer brand name. Pioneer Cranes feature an
innovative X-type outrigger system that provides 360-
degree stability and 500-degree rotation capability
without any reduction in lifting capacity.
On February 17, 2000 the company, through a wholly-owned
subsidiary, acquired all of the issued and outstanding shares of
Beverage Equipment Supply Company (BESCO), a leading wholesale
distributor of beverage dispensing equipment. BESCO has been
integrated into the Company's Manitowoc Beverage Systems (MBS)
operation. BESCO serves 14 states primarily in the Midwest, is
located in Holland, Ohio, and has a warehouse facility in
Lombard, Illinois. BESCO represents more than 50 different
equipment manufacturers with products ranging from beverage
dispensing equipment and systems to draft beer-dispensing
systems.
On March 31, 2000 the company acquired all of the issued and
outstanding shares of Multiplex Company, Inc. (Multiplex).
Multiplex is headquartered in St. Louis, Missouri where its
production facility is located and has operations in Frankfurt,
Germany and Glasgow, UK. Multiplex manufactures soft drink and
beer dispensing equipment as well as water purification systems
and supplies leading quick-service restaurants, convenience
stores, and movie theatres. In addition, Multiplex designs and
builds custom applications to meet the needs of customers with
requirements that cannot be met by conventional dispensing
equipment. Multiplex was integrated into the Company's
Ice/Beverage Group.
On April 7, 2000 the company, through a wholly-owned subsidiary,
acquired substantially all of the net business assets of Harford
Duracool, LLC (Harford), a leading manufacturer of walk-in
refrigerators and freezers. Harford maintains a 67,000-square-
foot manufacturing facility in Aberdeen, Maryland. The Harford's
primary distribution channels are foodservice equipment dealers
and commercial refrigeration distributors. Harford's products
range in size from 200 to 60,000 cubic feet. Harford also
manufactures a line of modular, temperature-controlled structures
for other niche markets.
On July 27, 2000, the company acquired the remaining 31.3 percent
of Hangzhou Manitowoc Wanhua Refrigeration Co., its Chinese joint
venture, from the company's partner, Hangzhou Household Appliance
Industrial Corporation. Manitowoc Hangzhou Refrigeration
manufactures the "QM" series ice machines for Manitowoc and the
Chinese market. In addition, the operation serves Southeast Asia
and exports product to the Middle East, Europe, and North
America.
On October 20, 2000, the company, announced that it had signed an
agreement to purchase all of the issued and outstanding shares of
MMC Acquisition Company, the parent of Marinette Marine
Corporation. Marinette Marine, located in Marinette, Wisconsin,
operates one of the largest shipyards on the U.S. Great Lakes.
Marinette will be acquired for approximately $48.0 million as
part of an all-cash transaction, with the final price subject to
certain closing balance sheet adjustments. The transaction is
expected to close in the fourth quarter pending regulatory
approval.
Marinette, a privately held corporation, is currently under
contract to build six ocean-going buoy tenders for the United
States Coast Guard, as well as two 269-foot APL barracks barges
for the U.S. Navy. Marinette Marine presently employs
approximately 800 people and features complete in-house
capabilities for all shipbuilding disciplines.
All of the aforementioned acquisitions have been or will be
accounted for using the purchase method of accounting and were
financed using funds from the company's existing credit facility.
The total aggregate consideration paid for these acquisitions
(excluding Marinette Marine, which is expected to close in the
fourth quarter) was $59.5 million, which is net of cash acquired
of $3.5 million and includes direct acquisition costs of $1.1
million and assumed liabilities of $8.9 million. The preliminary
estimate of the aggregate goodwill associated with the completed
acquisitions is $38.7 million and is being amortized over a
weighted average life of 36 years. The results of the operations
for the acquired businesses subsequent to their date of
acquisition are included in the Consolidated Statement of
Earnings for the quarter and nine months ending September 30,
2000.
Note 8. The company determines its segments based upon the
internal organization that is used by management to
make operating decisions and assess performance. Based
upon this approach, the company has three reportable
segments: Foodservice Equipment (Foodservice), Cranes
and Related Products (Cranes), and Marine Operations
(Marine).
Information about reportable segments and a reconciliation of
total segment sales and profits to the consolidated totals for
the three quarters and first nine months ending September 30,
2000 and 1999 are summarized in Item 2, "Management's Discussion
and Analysis of Financial Condition and Results of Operations",
to this report on Form 10-Q. As of September 30, 2000 and
December 31, 1999, the total assets by segment were as follows:
<TABLE>
<CAPTION>
Sept. 30, 2000 Dec. 31, 1999
---------------- ---------------
<S> <C> <C>
Foodservice $367,653 $314,982
Cranes 174,261 165,974
Marine 7,503 10,162
General corporate 42,283 39,122
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Total $591,700 $530,240
----------- -----------
</TABLE>
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations
Results of Operations for the Quarter and Nine Months Ended
September 30, 2000 and 1999.
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Net sales and earnings from operations by business segment for
the quarter and nine months ended September 30, 2000 and 1999 are
shown below (in thousands):
<TABLE>
<CAPTION>
QUARTER ENDED YEAR-TO-DATE
Sept. 30, Sept. 30, Sept. 30, Sept. 30,
2000 1999 2000 1999
---------------------------------------------------------------
NET SALES:
<S> <C> <C> <C> <C>
Foodservice products $115,778 $104,677 $330,654 $299,528
Cranes and related products 83,506 95,485 278,905 283,062
Marine 11,563 13,736 42,565 41,840
------------- ----------- -------------- ----------
Total $210,847 $213,898 $652,124 $624,430
------------- ----------- -------------- ----------
EARNINGS (LOSS) FROM OPERATIONS:
Foodservice products $ 15,746 $ 20,088 $ 50,215 $ 52,941
Cranes and related products 12,847 17,967 50,314 48,569
Marine 809 1,134 6,050 6,326
General corporate expense (3,034) (2,664) (8,987) (8,653)
Amortization (2,087) (1,894) (6,074) (5,482)
------------- ----------- ------------ ------------
Total 24,281 34,631 91,518 93,701
OTHER INCOME (EXPENSE) -NET (4,604) (3,873) (11,810) (9,905)
------------ ---------- ------------ ------------
EARNINGS BEFORE TAXES ON INCOME $19,677 $30,758 $79,708 $83,796
------------ ---------- ------------ ------------
</TABLE>
Net earnings for the third quarter of 2000 decreased 36.5 percent
to $12.3 million, or $0.50 per diluted share, from $19.4 million,
or $0.74 per diluted share, for the third quarter of 1999. Net
sales decreased 1.4 percent to $210.8 million in the third
quarter of 2000 compared with $213.9 million for the same period
in 1999.
For the first nine months of 2000, net earnings decreased 5.6
percent to $49.8 million, or $1.98 per diluted share, compared
with $52.8 million, or $2.01 per diluted share, for the first
nine months of 1999. Net sales increased 4.4 percent to $652.1
million in the nine month period of 2000 from $624.4 million for
the same period in 1999.
Overall foodservice segment sales grew 10.6 percent in the third
quarter to $115.8 million from $104.7 million a year ago. This
growth is the result of our acquisitions completed earlier this
year. Operating earnings were $15.7 million in the third quarter
of 2000, compared with $20.1 million during the third quarter of
1999. The earnings decrease is primarily related to the
Ice/Beverage Group. An unusually cool summer in several parts of
the United States, along with higher interest rates, impacted our
ice machine business during the months of July and August, which
are typically the largest volume months. Our beverage operations
continued to experience softness in demand for beverage equipment
products, although the difference compared to last year was less
severe than prior quarters. Looking forward, the company
believes these markets are returning to more normal levels.
Manitowoc's crane segment posted sales in the third quarter of
2000 of $83.5 million, compared with $95.5 million a year ago.
While this reduction is related to the crawler crane business,
the majority of this weakness is due to a sharp fall-off in the
sales of its 80- and 100-ton capacity cranes. Demand for these
cranes slowed considerably during the third quarter due primarily
to rising interest rates, which caused small contractors to rent
rather than purchase this equipment. The decrease in year-over-
year third-quarter operating earnings from $18.0 million in 1999
to $12.8 million in 2000 was primarily related to the reduction
in sales volumes.
Reflecting the impact of higher interest rates on volume, total
crane segment backlog stood at $111 million at the end of the
quarter. The company's newest heavy-lift crane - the Model 999 -
continues to receive wide acceptance from contractors and crane-
rental firms around the world. A number of trends are
contributing to this demand in the heavy-lift segment, including
a high degree of construction activity throughout all sectors of
the energy industry. Internationally, construction and energy-
related markets in Europe, the Middle East, and Asia are
improving and should provide the company with additional
opportunities over the longer term.
The marine segment posted sales of $11.6 million for the third
quarter of 2000, compared with $13.7 million a year ago, with
operating earnings of $0.8 million, compared with $1.1 million
for the third quarter last year. The sales and corresponding
earnings decrease from last year is due to a reduction in project
revenues. Higher fuel costs and interest rates affected the
operating costs of U.S. and Canadian fleets, prompting ship
owners to postpone potential projects.
Cash flow from operations for the first nine months of 2000 was
$69.4 million, which was below last year's level primarily as a
result of accounts receivable increases, inventory increases, and
accounts payable decreases. Total funded debt is $150.3 million
at the end of the third quarter 2000, representing a debt-to-
capital ratio of 39 percent at September 30, 2000, as compared to
33 percent at December 31, 1999.
The effective tax rate remains unchanged at 37.5 percent.
Financial Condition at September 30, 2000
----------------------------------------------------
The company's financial condition remains strong. Cash and
marketable securities of $15.3 million and future cash flows
from operations are expected to be adequate to meet the company's
liquidity requirements for the foreseeable future, including
payments for long-term debt, line-of-credit and anticipated
capital expenditures of between $15-$18 million for the year
2000.
This report on Form 10-Q includes forward-looking statements
based on management's current expectations. Reference is made in
particular to the description of the company's plans and
objectives for future operations, assumptions underlying such
plans and objectives and other forward-looking statements in this
report. Such forward-looking statements generally are
identifiable by words such as "believes," "intends," "estimates,"
"expects" and similar expressions.
These statements involve a number of risks and uncertainties and
must be qualified by factors that could cause results to be
materially different from what is presented here. This includes
the following factors for each business: Foodservice Equipment
- demographic changes, general population growth, and household
income; serving large restaurant chains as they expand their
global operations; specialty foodservice market growth; and the
demand for equipment for small kiosk-type locations. Cranes and
Related Products - market acceptance of innovative products;
cyclicality in the construction industry; growth in the world
market for heavy cranes; demand for used equipment in developing
countries. Marine - shipping volume fluctuations based on
performance of the steel industry; five-year dry-docking
schedule; reducing seasonality through non-marine repair work.
Year 2000 Compliance
----------------------------
In prior years, the company executed various initiatives to
ensure that its computer systems are capable of processing
periods of the Year 2000 and beyond. These initiatives were
completed prior to the end of 1999. In addition, the company had
developed various contingency plans to address any unforeseen
circumstances that may have arisen. As a result of those
planning and implementation efforts, the company has not
experienced any significant system failures or miscalculations as
a result of the Year 2000 computer issue and believes it systems
successfully responded to the Year 2000 date change. While no
such disruption has developed as of the date of this filing, Year
2000 problems may still surface throughout calendar year 2000.
The company will continue to monitor its critical computer
applications and those of its suppliers and vendors throughout
the year to ensure that any latent Year 2000 matters that may
arise are addressed promptly.
Item 3. Quantitative and Qualitative Disclosure About
Market Risk
-------------------------------------------------------
See Item 7A of the company's Annual Report on Form 10-K for the
year ended December 31, 1999.
PART II. OTHER INFORMATION
------------------------------------------------
Item 4. Submission of Matters to a Vote of Security
Holders
-------------------------------------------------------
On May 2, 2000, Guido R. Rahr retired from the company's board of
directors.
On September 30, 2000, George T. McCoy retired from the company's
board of directors.
On October 17, 2000, James L. Packard was appointed to the
company's board of directors to fill the vacancy created by the
retirement of one of the directors.
Item 5. Exhibits and Reports on Form 8-K
-------------------------------------------
(a)Exhibits: See exhibit index following the signatures on this
Report, which is incorporated
herein by reference.
(b)Reports on Form 8-K: During the third quarter ended
September 30, 2000, a report on Form 8-K dated as of
September 19, 2000 was filed stating that its net sales for
the third quarter will be in the range of approximately $205
million to $215 million compared with the $213.9 million
reported for the same period last year. Diluted earnings per
share for the third quarter are expected to be in the range
of $.47 to $.52 compared with the year ago quarter of $.74.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned thereunto duly authorized.
THE MANITOWOC COMPANY, INC.
(Registrant)
/s/ Terry D. Growcock
--------------------------
Terry D. Growcock
President and
Chief Executive Officer
/s/ Glen E. Tellock
--------------------------
Glen E. Tellock
Senior Vice President and
Chief Financial Officer
/s/ Maurice D. Jones
--------------------------
Maurice D. Jones
General Counsel &
Secretary
November 14, 2000
THE MANITOWOC COMPANY, INC.
EXHIBIT INDEX
TO FORM 10-Q
FOR QUARTERLY PERIOD ENDED
September 30, 2000
Exhibit Filed
No Description Herewith
---------- -------------------------------------------- ----------
27 Financial Data Schedule X
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