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 (Fee Required)
For the fiscal year ended July 2, 1994
[_] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 (No Fee Required)
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)
700 E. Magnolia Avenue, Suite B, Manitowoc, Wisconsin 54220
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(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number, Including Area Code: (414) 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)
Securities Registered Pursuant to Section 12(g) of the Act:
None
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 September 2, 1994, of the
registrant's Common Stock held by non-affiliates of the registrant was
$199,246,189, based on the $26.50 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 September 2, 1994, the most recent practicable date, was
7,678,525.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of registrant's Annual Report to Shareholders for the
fiscal year ended July 2, 1994 (the "1994 Annual Report"), are
incorporated by reference into Parts I and II of this report.
Portions of the registrant's Proxy Statement for the Annual Meeting of
Shareholders dated September 30, 1994 (the "1994 Proxy Statement"),
are incorporated by reference in Part III of this report.
See page 21 for 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 cranes
and related products which are used by the energy, construction,
mining and other industries; (b) the design and manufacture of
commercial ice machines and refrigeration products for the
foodservice, lodging, convenience store and healthcare markets; and
(c) marine vessel repair. The Company currently operates two
manufacturing facilities in Manitowoc, Wisconsin; ship repair yards in
Sturgeon Bay, Wisconsin and Toledo and Cleveland, Ohio; an overhead-
crane factory in Big Bend, Wisconsin; a crane re-manufacturing
facility in Bauxite, Arkansas; a crane replacement parts manufacturing
facility in Punxsutawney, Pennsylvania and Pompano Beach, Florida; and
a boom truck and pedestal crane operation in Georgetown, Texas.
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, the Eleven-Year Financial
Summary and Business Segment Information, Research and Development
Costs in the Summary of Significant Accounting Policies, and Note 11
to Consolidated Financial Statements on pages 9, 12, 18 and 22,
respectively, of the 1994 Annual Report, which are incorporated herein
by reference.
PRODUCTS AND SERVICES
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Cranes and Related Products
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The Company designs and manufactures a diversified line of
crawler, truck, fixed-base mounted, overhead and hydraulically-powered
cranes, which are sold under the "Manitowoc", "Manitex", "Orley
Meyer", and "West-Manitowoc, Inc." names for use by the
energy, construction, mining, pulp and paper, and other industries.
Many of the Company's customers purchase one crane together with
several options to permit use of the crane in various lifting
applications and other operations. Various crane models combined with
available options have lifting capacities ranging from approximately
10 to 1,500 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, as well as being more
productive in a number of applications. Six models, along with
various attachments, have been introduced to-date with lifting
capacities ranging from 65 to 1,500 U.S. tons.
The Company also performs machining, fabricating and assembly
subcontract work utilizing crane manufacturing facilities. The
Company also has a remanufacturing facility in Bauxite, Arkansas which
buys older cranes for remanufacture and rebuild and sells the finished units
through the distribution channels mentioned below. Customer owned
cranes are also remanufactured at this facility.
In fiscal 1994, the Company launched a completely new business
unit - West-Manitowoc. Its prime target will be the smaller,
independent contractors and rental-fleet customers who need smaller,
less complicated, easily transportable, and more versatile cranes that
will meet the needs of a broad range of users.
To serve this growing market, West-Manitowoc is developing a new
line of value-priced cranes with those characteristics. The first of
these, the 90-ton lifting capacity West-100 cranes, will be shipped in
the fourth calendar quarter of 1994.
As West-Manitowoc introduces additional models in the 50- to 130-
ton range, Manitowoc Engineering will phase out production of small M-
Series models and concentrate solely on high-end cranes for customers
with specialized needs.
In February 1994, the Company acquired the assets of Femco
Machine Co. Femco Machine Co. 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 together will form the
nucleus of a soon-to-be-organized Aftermarket Group that will
coordinate our push into the market for rebuilt and remanufactured
cranes, both Manitowoc and non-Manitowoc units. 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.
During 1994, Manitowoc Engineering began development of a new
second generation crane - the Model-888 - which is slated for
introduction in the spring of 1995 with production following later in
the year. The Model-888 is a 200-ton class hydraulically powered
crawler crane that is intended to serve a very diverse lifting,
construction, and material handling market.
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 Long Island City, New
York; Mokena, Illinois; La Mirada, California; Benicia, California;
Seattle, Washington; Northampton, England and Chur, Switzerland. In
fiscal 1993, the Company sold two previously owned sales subsidiaries
located in Davie, Florida and Charlotte, North Carolina.
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.
In recent years, the Company has established a fleet of crawler
crane and boom truck cranes at the Company-owned sales
subsidiaries, which are leased on a short-term basis, primarily to the
construction industry. During fiscal 1992, the Company entered into a
sale/leaseback arrangement covering substantially all of the fleet.
See Note 10 to Consolidated Financial Statements on Page 22 of the
1994 Annual Report.
See Note 11 to Consolidated Financial Statements on page 22 of
the 1994 Annual Report with respect to export sales. 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 fiscal year. The backlog of unfilled orders for
cranes and related products at July 2, 1994 approximates $26.9
million, as compared to $57.7 million in fiscal 1993. The decrease is
due to the decline in crawler crane orders from outside the United
States.
Foodservice
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The Foodservice Products business segment designs, manufacturers,
and markets commercial ice cube machines, ice storage bins, ice cube
dispensers, and related accessories including water filtration
systems, reach-in refrigerators and freezers. Serving the needs of
foodservice, lodging, convenience store, and healthcare operations
worldwide, the Company has captured a leading percentage of the
commercial ice cube machine market.
Several models of automatic ice cube making and dispensing
machines are designed, manufactured and marketed by the Company.
Offering daily production capacities from 160 to 1,890 pounds,
Manitowoc ice machines are complemented by storage bins with
capacities from 220 to 760 pounds; countertop ice and beverage
dispensers with capacities to 160 pounds; floor-standing ice
dispensers with capacities to 180 pounds; and optional accessories
such as water filters and ice baggers. The reach-in refrigerators and
freezers are available in one, two or three-door models that provide
gross storage capacities of 23.1, 47.8 and 73.7 cubic feet,
respectively.
In fiscal 1993, the foodservice products group introduced a new
line of ice machines that use an environmentally enlightened
refrigerant. The new "B-Series" includes ten models which are
complemented by seven ice storage bins. For added customer
convenience, the "B" models also feature standard self-cleaning and
optional automatic-cleaning systems that improve reliability while
simplifying maintenance.
The Company also introduced the industry's first reach-in cooler
that uses an environmentally enlightened refrigerant. In addition,
our foodservice group received a U.S. patent covering the drop-in
refrigeration units for its reach-in cabinets.
The Company is completing arrangements with a joint-venture
partner to begin production of ice machines in China. The joint-
venture factory will assemble the Company's new model I-25 ice
machine. the I-25 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 Products business segment sales are made from the
Company's inventory and sold worldwide through independent wholesale
distributors, chain accounts, and government agencies. The
international markets consist of Western Europe, the Far East, the
Middle East, the Near East, Latin America, the Carribbean and Africa.
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 Products at July 2, 1994 is not significant.
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 March, 1988, the Company announced that, due to the continued
decline in the U.S. shipbuilding industry, it would no longer pursue
new ship construction contracts and would restructure its shipbuilding
subsidiary to be more competitive on ship conversions and repair work.
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. See Note 7 to Consolidated Financial
Statements on Page 21 of the 1994 Annual Report.
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 fiscal year. At July 2, 1994 the backlog
approximates $2.5 million, compared to $2.4 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 principally 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.
Patents, Trademarks, Licenses
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The Company owns a number of United States and foreign patents
pertaining to the 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.
Seasonality
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Typically, the second calendar quarter represents the Company's
best quarter in all of the business segments. In the cranes and
related products segment, summer represents the main construction
season. Customers require new machines, parts, and service prior to
such season. Since the summer also brings along warmer weather, there
is an increase in the use of ice machines. As a result, distributors
are building inventories for the increased demand. 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. Accordingly, the work is typically
completed during the second calendar 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.
With respect to crawler cranes, there are numerous domestic and
foreign manufacturers of cranes with whom the Company competes,
including American Crane Corporation, Wilmington, North Carolina; 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 Krupp Industrietechnik, Wilhelmshaven, Germany.
Within the market the Company serves, lattice boom crawler cranes
with lifting capacities greater than 125 tons, Manitowoc is a world
leader of this equipment.
The competitors within the boom truck crane market include
Simon-R.O. Corp., Olathe, Kansas; National Crane, Waverly, Nebraska;
and JLG, McConnellsburg, Pennsylvania. The Company believes that its
current output of boom truck cranes ranks third among its competitors.
Within the ice machine division, 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. As noted earlier, the Company is the
leading, low-cost, producer of ice machines.
The list of competitors in the reach-in refrigeration and
freezers product line include Beverage Air, Spartanburg, South
Carolina; The Delfield Company, Mt. Pleasant, Michigan; Traulsen &
Company, Inc., College Point, New York; and True Food Service Company,
O'Fallon, Missouri. Since Manitowoc is relatively new to this market,
its market share is less than the aforementioned competitors. The
Company believes that its market share in the reach-in refrigerator
and freezer product line will continue to grow.
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 is one other shipyard
on the Great Lakes, Fraser Shipyards, Inc., Superior, Wisconsin, with
whom the Company competes for drydocking and servicing smaller Great
Lakes vessels. In addition, with the passage of NAFTA, Canadian
facilities may compete with the company in the future. 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.
Employee Relations
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The Company employs approximately 1,900 persons, of whom about
300 are salaried. Company-wide employment is fairly comparable to the
prior year.
The Company has labor agreements with 19 union locals. There
have been no work stoppages during the three years ended July 2, 1994.
Item 2. PROPERTIES
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Owned
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Cranes and related products are manufactured at plant locations
in Manitowoc, Wisconsin; Georgetown, Texas; Bauxite, Arkansas; and
Punxsutawney, Pennsylvania. In connection with a 1986 restructuring
program, most crane operations in Manitowoc were consolidated at the
original plant. This facility comprises approximately 600,000 square
feet of manufacturing and office space located on approximately 50
acres of land in the central city. Included is a 110,000 square foot
structure, completed in 1983, which replaced a portion of the
Company's main fabrication shop. In 1984 work was completed on the
expansion of the main boiler house, which provides steam for the
majority of shops, warehouses and office facilities in the central
city location. Certain manufacturing operations were moved back to
the South Works facility from this central city facility during fiscal
1991. South Works' construction was completed in 1978 providing the
Company with approximately 265,000 square feet of manufacturing and
storage space which is now fully utilized.
Included with the asset purchase of Femco Machine Co. are three
manufacturing and office facilities in Punxsutawney and a similar
facility in nearby Hawthorn, Pennsylvania. The Punxsutawney
facilities have approximately 71,000 square feet and are located on
approximately 34 acres. The Hawthorn facility, with 36,000 square
feet and located on approximately 3 acres, is currently held for sale.
In the fourth quarter of fiscal 1993, the boomtruck crane
operations were moved to Georgetown, Texas. The Company purchased an
existing manufacturing and office facility totaling approximately
175,000 square feet. Previously, this operation consisted of
manufacturing and office facilities located in McAllen, Texas, and a
fabrication plant located in Reynosa, Mexico.
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 foodservice products are manufactured in modern,
fully-equipped facilities in Manitowoc, Wisconsin. Production of ice
machines and dispensers are housed in a 240,000-square foot facility;
while reach-in production is located in a nearby building that
includes more than 146,000 square feet of production and warehouse
space. In the fourth quarter of fiscal 1994, the Company began
construction on a 128,000 square feet addition for the ice machine
facility. This will allow both ice machines and reach-ins to be
manufactured in the same facility.
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 are approximately 295,000 square feet
of enclosed manufacturing and office space. Facilities at the
shipyard include a 140 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 crane sales offices
and warehouse facilities located in Long Island City, New York;
Seattle, Washington; and Northampton, England.
Leased
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The Company leases sales offices and warehouse facilities for
cranes and related products in Big Bend, Wisconsin; Mokena, Illinois;
and La Mirada and Benicia, California. In addition, the Company
leases facilities in Pompano Beach, Florida for parts manufacturing
and crane re-manufacturing. The Company also 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. Furthermore the Company leases approximately
10,000 square feet of office space for the Corporate offices.
Item 3. LEGAL PROCEEDINGS
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The information required by this item is incorporated by
reference from Note 12 to Consolidated Financial Statements on Page
22 of the 1994 Annual Report.
Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
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No matters were submitted to security holders for a vote during
the fourth quarter of the Company's fiscal year ended July 2, 1994.
Executive Officers of the Registrant
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Each of the following officers of the Company has been elected to a
renewable one-year term by the Board of Directors. The informaton
presented is as of September 26, 1994.
Position With Principal Position
Name Age The Registrant Held Since
- - -------------- ---- -------------------- ------------------
Fred M. Butler 59 President & CEO 1990
Robert K. Silva 66 Executive Vice President & COO 1994
Robert R. Friedl 40 Vice President & CFO 1992
Philip D. Keener 43 Treasurer 1990
E. Dean Flynn 53 Secretary 1993
Fred M. Butler was elected President & Chief Executive Officer on July
17, 1990 and previously, served as Senior Vice President and Chief
Operating Officer from March 31, 1989. He joined the Company as
Manager of Administration in September, 1988. Prior to such date, Mr.
Butler was employed by Tyger Construction Co., Inc., a subsidiary of
Guy F. Atkinson Company, as President and Senior Vice President.
Robert K. Silva was elected Executive Vice President and Chief
Operating Officer of the corporation on July 8, 1994, and previously
served as Vice President from May 4, 1992, and as President and
General Manager of the Manitowoc Equipment Works, a division of The
Manitowoc Company, Inc. He joined the Company in 1979 as National
Sales Manager and held various positions with MEW. Prior to joining
the Company, he was Vice President at Follett Corporation.
Robert R. Friedl was elected Vice President and Chief Financial
Officer on May 4, 1992, and previously served as Vice President-
Finance from August 14, 1990. He joined the Company as Assistant
Treasurer on April 18, 1988. Prior to joining Manitowoc, he served
as Chief Financial Officer with Coradian Corp.; was co-founder, Vice
President of Finance and Treasurer of Telecom North, Inc.; and Tax
Manager for Nankin, Schnoll & Co., S.C.
Philip D. Keener was elected Treasurer on November 13, 1990. He
joined the Cmopany on October 1, 1990. Prior to that, Mr. Keener was
employed by Farley Industries, Inc. as Assistant Treasurer.
E. Dean Flynn was elected Secretary on February 2, 1993 and previously
served as Assistant Corporate Secretary from November 2, 1987; as
Manager of Corporate Insurance from January, 1990; and as Legal
Assistant from January 16, 1985. Prior to that, he served the Wabco
division of Dresser Industries, Inc. in numerous managerial positions
for 23 years, departing as manager of legal affairs in 1985.
PART II
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Item 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED
STOCKHOLDER MATTERS
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The information required by this item is incorporated by reference
from "Quarterly Common Stock Price Range", "Other Shareholder
Information", and "Supplemental Quarterly Financial Information
(Unaudited)" on pages 1 and 25 of the 1994 Annual Report.
Item 6. SELECTED FINANCIAL DATA
-----------------------
The information required by this item is incorporated by reference
from "Eleven-Year Record" on pages 12 and 13 of the 1994 Annual
Report.
Item 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
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The information required by this item is incorporated by reference
from "Management's Discussion and Analysis of Results of Operations
and Financial Conditions" on pages 9 through 11 of the 1994 Annual
Report.
Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
-------------------------------------------
The financial statements required by this item are incorporated by
reference from pages 14 through 23 of the 1994 Annual Report.
Supplementary financial information is incorporated by reference from
"Supplemental Quarterly Financial Information (Unaudited)" on page 25
of the 1994 Annual Report.
Item 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
AND FINANCIAL DISCLOSURE
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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 "Beneficial Ownership of Securities" section on page 3 of the
1994 Proxy Statement and from the "Election of Directors" section on
pages 4 and 5 of the 1994 Proxy Statement. See also "Executive
Officers of the Registrant" in Part I hereof.
Item 11. EXECUTIVE COMPENSATION
----------------------
The information required by this item is incorporated by reference
from the "Compensation of Directors", "Executive Compensation",
"Report of the Compensation and Benefits Committee on Executive
Compensation", "Performance Graph", "Contingent Employment
Agreements", and "F. M. Butler Supplemental Retirement Agreement"
sections on pages 6 through 12 of the 1994 Proxy Statement.
Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT
------------------------------------------------------------
The information required by this item is incorporated by reference
from the "Beneficial Ownership of Securities" section on pages 2 and 3
of the 1994 Proxy Statement.
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
Consolidated Statements Of Earnings for the years ended July
2, 1994, July 3, 1993, and June 27, 1992.
Consolidated Balance Sheets at July 2, 1994, and July 3,
1993.
Consolidated Statements of Cash Flows for the years ended
July 2, 1994, July 3, 1993 and June 27, 1992.
Consolidated Statements of Stockholders' Equity for the years
ended July 2, 1994, July 3, 1993, and June 27, 1992.
Summary of Significant Accounting Policies.
Notes to Consolidated Financial Statements.
(2) Financial Statement Schedules:
Financial Statement Schedules for the years ended July 2,
1994, July 3, 1993 and June 27, 1992:
Schedule Description Page
-------- ----------- ----
Report of Independent Public Accountants 14
I Marketable Securities - Other Investments 15
V Cost of Property, Plant and Equipment 16
VI Accumulated Depreciation of Property,
Plant and Equipment 17
VIII Valuation and Qualifying Accounts 18
X Supplementary Income Statements Information 19
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:
While no reports on Form 8-K were filed during the fourth quarter
of fiscal 1994, a report on Form 8-K dated August 9, 1994 was filed to
report the Registrant's change in fiscal year-end from the Saturday
closest to June 30 of each calendar year to December 31 of each
calendar year.
(c) Exhibits:
See Index to Exhibits immediately following the signature page of
this report, which is incorporated herein by reference.
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
ON SUPPLEMENTARY SCHEDULES
We have audited in accordance with generally accepted auditing
standards, the financial statements included in The Manitowoc Company,
Inc.'s annual report to shareholders incorporated by reference in this
Form 10-K, and have issued our report thereon dated July 28, 1994.
Our audit was made for the purpose of forming an opinion on those
statements taken as a whole. The schedules listed in Item 14(a)(2)
are the responsibility of the Company's management and are presented
for purposes of complying with the Securities and Exchange
Commission's rules and are not part of the basic financial statements.
These schedules have been subjected to the auditing procedures applied
in the audit of the basic financial statements and, in our opinion,
fairly state in all material respects the financial data required to
be set forth therein in relation to the basic financial statements
taken as a whole.
ARTHUR ANDERSEN LLP
Milwaukee, Wisconsin
July 28, 1994.
THE MANITOWOC COMPANY, INC.
AND SUBSIDIARIES
SCHEDULE I: MARKETABLE SECURITIES - OTHER INVESTMENTS
FOR THE YEAR ENDED JULY 2, 1994
PRINCIPAL MARKET CARRYING
NAME AMOUNT COST VALUE VALUE
---- ------ --------- ------ --------
U.S. Treasury Notes $ 10,000,000 $ 10,012,721 $ 9,794,375 $ 10,012,721
Preferred Stock Fund 4,765,966 4,994,876 4,763,243 4,994,876
----------- ----------- ----------- -----------
$ 14,765,966 $ 15,007,597 $ 14,557,618 $ 15,007,597
----------- ----------- ----------- -----------
THE MANITOWOC COMPANY, INC.
AND SUBSIDIARIES
SCHEDULE V: COST OF PROPERTY, PLANT AND EQUIPMENT
FOR THE YEARS ENDED JUNE 27, 1992, JULY 3, 1993, AND JULY 2, 1994
BALANCE AT BALANCE AT
BEGINNING ADDITIONS OTHER END OF
CLASSIFICATION OF PERIOD AT COST RETIREMENTS CHANGES (1) PERIOD
-------------- --------- -------- ----------- ----------- ----------
YEAR ENDED JUNE 27, 1992:
Land ......................... $ 3,485,769 $ 0 $ (21,142) $ 33,715 $ 3,498,342
Buildings .................... 61,545,543 755,402 (577,026) 378,181 62,102,100
Drydocks and dock fronts ..... 21,984,446 79,328 (23,653) 0 22,040,121
Machinery and equipment ...... 70,294,712 7,403,865 (6,615,319) 124,443 71,207,701
Construction in progress ..... 2,448,049 (1,666,193) 0 0 781,856
------------ ----------- ----------- ----------- ------------
Total $159,758,519 $ 6,572,402 $(7,237,140) $ 536,339 $159,630,120
------------ ----------- ----------- ----------- ------------
YEAR ENDED JULY 3, 1993:
Land ......................... $ 3,498,342 $ 0 $ 0 $ (74,437) $ 3,423,905
Buildings .................... 62,102,100 3,137,414 (287,011) (843,286) 64,109,217
Drydocks and dock fronts ..... 22,040,121 0 0 0 22,040,121
Machinery and equipment ...... 71,207,701 5,309,927 (1,241,924) (301,664) 74,974,040
Construction in progress ..... 781,856 2,765,744 0 0 3,547,600
------------ ----------- ----------- ----------- ------------
Total $159,630,120 $11,213,085 $(1,528,935) $(1,219,387) $168,094,883
------------ ----------- ----------- ----------- ------------
YEAR ENDED JULY 2, 1994:
Land ......................... $ 3,423,905 $ 382,539 $ 0 $ 5,646 $ 3,812,090
Buildings .................... 64,109,217 129,140 (1,505,110) 63,968 62,797,215
Drydocks and dock fronts ..... 22,040,121 0 0 0 22,040,121
Machinery and equipment ...... 74,974,040 13,357,886 (1,538,571) 23,009 86,816,364
Construction in progress ..... 3,547,600 (2,357) 0 0 3,545,243
------------ ----------- ----------- ----------- ------------
Total $168,094,883 $13,867,208 $(3,043,681) $ 92,623 $179,011,033
------------ ----------- ----------- ----------- ------------
<FN>
NOTES:(1) Effect of changes in currency exchange rates.
Depreciation provided for financial reporting purposes is based on the following estimated lives; buildings,
40 to 50 years; dry docks and dock fronts, 10 to 25 years; and machinery and equipment 5 to 20 years.
THE MANITOWOC COMPANY, INC.
AND SUBSIDIARIES
SCHEDULE VI: ACCUMULATED DEPRECIATION OF PROPERTY, PLANT AND EQUIPMENT
FOR THE YEARS ENDED AND JUNE 27, 1992, JULY 3, 1993 AND JULY 2, 1994
BALANCE AT BALANCE AT
BEGINNING ADDITIONS OTHER END OF
OF PERIOD AT COST RETIREMENTS CHANGES (1) PERIOD
---------- --------- ----------- ----------- -----------
YEAR ENDED JUNE 27, 1992:
Buildings .................. $ 32,763,868 $ 2,198,759 $ (451,239) $ 46,997 $ 34,558,385
Drydocks and dock fronts ... 20,281,763 155,005 (23,653) 0 20,413,115
Machinery and equipment .... 53,038,015 3,769,816 (5,701,757) 49,027 51,155,101
------------ ------------ ------------ ----------- ------------
Total ...................... $106,083,646 $ 6,123,580 $ (6,176,649) $ 96,024 $106,126,601
------------ ------------ ------------ ----------- ------------
YEAR ENDED JULY 3, 1993:
Buildings .................. $ 34,558,385 $ 1,619,339 $ (86,623) $ (124,379) $ 35,966,722
Drydocks and dock fronts ... 20,413,115 153,034 0 0 20,566,149
Machinery and equipment .... 51,155,101 4,089,174 (526,952) (135,445) 54,581,878
------------ ------------ ------------ ----------- ------------
Total ...................... $106,126,601 $ 5,861,547 $ (613,575) $ (259,824) $111,114,749
------------ ------------ ------------ ----------- ------------
YEAR ENDED JULY 2, 1994:
Buildings .................. $ 35,966,722 $ 1,678,341 $ (366,043) $ 11,021 $ 37,290,041
Drydocks and dock fronts ... 20,566,149 148,490 0 0 20,714,639
Machinery and equipment .... 54,581,878 4,440,552 (1,360,585) 12,221 57,674,066
------------ ------------ ------------ ----------- ------------
Total ...................... $111,114,749 $ 6,267,383 $ (1,726,628) $ 23,242 $115,678,746
------------ ------------ ------------ ----------- ------------
<FN>
NOTE: (1) Transfers to other classifications and effect of changes in currency exchange rates.
THE MANITOWOC COMPANY, INC.
AND SUBSIDIARIES
SCHEDULE VIII: VALUATION AND QUALIFYING ACCOUNTS
FOR THE YEARS ENDED JUNE 27, 1992 JULY 3, 1993, AND JULY 2, 1994
BALANCE AT CHARGED TO BALANCE AT
BEGINNING COSTS AND END OF
DESCRIPTION OF PERIOD EXPENSES DEDUCTIONS PERIOD
------------ ---------- ----------- ----------- -----------
YEAR ENDED JUNE 27, 1992:
Allowance for doubtful accounts $ 642,829 $ 142,449 $ (401,684) $ 383,594
YEAR ENDED JULY 3, 1993:
Allowance for doubtful accounts $ 383,594 $ 453,993 $ (30,385) $ 807,202
YEAR ENDED JULY 2, 1994:
Allowance for doubtful accounts $ 807,202 $ 702,079 $ (732,536) $ 776,745
THE MANITOWOC COMPANY, INC.
AND SUBSIDIARIES
SCHEDULE X: SUPPLEMENTARY INCOME STATEMENTS INFORMATION
FOR THE YEARS ENDED JUNE 27, 1992, AND JULY 3, 1993 AND JULY 2, 1994
CHARGED TO COSTS
ITEM AND EXPENSES
----------------------- --------------------------
Maintenance and Repairs
1992 $4,666,259
1993 $4,206,887
1994 $4,168,473
Advertising Costs
1992 $2,812,888
1993 $3,459,618
1994 $3,298,752
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:
THE MANITOWOC COMPANY, INC.
By: /s/ Fred M. Butler
------------------------------
Fred M. Butler
President & Chief Executive Officer
By: /s/ Robert R. Friedl
------------------------------
Robert R. Friedl
Chief Financial Officer
Dated: September 26, 1994
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/ Fred M. Butler September 26, 1994
- - -----------------------------------------------
Fred M. Butler, President & CEO, Director
/s/ Robert K. Silva September 26, 1994
- - -----------------------------------------------
Robert K. Silva, Executive Vice President
& COO, Director
/s/ Gilbert F. Rankin, Jr. September 26, 1994
- - -----------------------------------------------
Gilbert F. Rankin, Jr., Director
/s/ George T. McCoy September 26, 1994
- - -----------------------------------------------
George T. McCoy, Director
/s/ Guido R. Rahr, Jr. September 26, 1994
- - -----------------------------------------------
Guido R. Rahr, Jr., Director
THE MANITOWOC COMPANY, INC.
ANNUAL REPORT ON FORM 10-K
FOR THE FISCAL YEAR ENDED JULY 2, 1994
INDEX TO EXHIBITS
Filed
Herewith
Exhibit On
No. Description Page
- - ------- ----------- ----
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 September 16, 1994) including amendment to Article X
adding Section 3 (Implied Amendments). 23
4.1(a) Rights Agreement dated September 5, 1986 between the Registrant and Morgan Shareholder
Services Trust Company, filed as Exhibit 4 to the Company's Annual Report on Form 10-K for
the fiscal year ended June 28, 1986 and incorporated herein by reference.
4.1(b) First amendment to Rights Agreement dated August 12, 1988, filed as Exhibit 1 to the
Company's report on Form 8-K dated August 26, 1988 and incorporated herein by reference.
4.2 Articles III, V, and VIII of the Amended and Restated Articles of Incorporation (see
Exhibit 3.1 above).
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 Registrant's Registration
Statement on Form S-8 filed June 23, 1993, and incorporated herein by reference.
10.1(b) * Amendment to Deferred Compensation Plan adopted by the Board of Directors on April 26,
1994. 39
10.2 * The Manitowoc Company, Inc. Management Incentive Compensation Plan, effective July 4,
1993, filed as Exhibit 10(b) to the Company's Annual Report on Form 10-K for the fiscal
year ended July 3, 1993 and incorporated herein by reference.
10.3 * Form of Contingent Employment Agreement between the Company and Messrs. Butler, Flynn,
Friedl, Keener, Silva 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.
13 Portions of the 1994 Annual Report to Shareholders of The Manitowoc Company, Inc.
incorporated by reference into this Report on Form 10-K. 40
21 Subsidiaries of The Manitowoc Company, Inc. 63
23 Consent of Independent Public Accountants. 64
27 Financial Data Schedule. 65
<FN>
* Management contracts and executive compensation plans and
arrangements required to be filed as exhibits pursuant to Item 14(c)
of Form 10-K.