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 ------------------------- OR [_] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to ------------ ----------- Commission File Number 1-11978 ------------ The Manitowoc Company, Inc. --------------------------------------------------------------- (Exact name of registrant as specified in its charter) Wisconsin 39-0448110 ------------------------------------ -------------------------- (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification Number) 500 South 16th Street, Manitowoc, Wisconsin 54220 - ----------------------------------------------------------------- (Address of principal executive offices) (Zip Code) (920) 684-4410 - ----------------------------------------------------------------- (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 -------------------------------------------- Item 1. Financial Statements - ------------------------------------- <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 ------------- ------------- 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) ------------- ------------- Property, plant and equipment-net 95,579 92,023 ------------- ------------- TOTAL $591,700 $530,240 ------------- ------------- -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 ------------- ------------- 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 ------------- ------------- Total non-current liabilities 109,902 108,756 ------------- ------------- 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) ------------- ------------- Total stockholders' equity 234,012 232,176 ------------- ------------- TOTAL $591,700 $530,240 ------------- ------------- 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) ------------ ------------ 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) ------------ ------------ 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) ------------ ------------ Net cash used for financing (8,468) (28,491) Effect of Exchange Rate Changes on Cash (62) - ------------ ------------ Net increase (decrease) in cash and cash equivalents 3,189 (195) Cash and cash equivalents, beginning of period 10,097 10,582 ------------ ------------ Cash and cash equivalents, end of period $ 13,286 $ 10,387 ------------ ------------ 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 ---------- ---------- ---------- ---------- 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 ----------------- -------------- Components: <S> <C> <C> Raw materials $38,713 $39,134 Work-in-process 31,512 30,218 Finished goods 49,888 42,352 ------------ ------------ Total inventories at FIFO costs 120,113 111,704 Excess of FIFO costs over LIFO value (22,204) (20,267) ------------- ------------ Total inventories $97,909 $91,437 ------------ ----------- </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 ----------- ----------- 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. - ----------------------------------------------------------------- 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