UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
ý |
|
Annual Report Pursuant to Section 15(d) of the
Securities Exchange Act of 1934
|
|
|
|
|
|
o |
|
Transition Report Pursuant to
Section 15(d) of the Securities Exchange Act of 1934 |
|
|
Commission file number 0-6645 |
|
|
|
|
A. |
Full title of the Plan and the address of the Plan, if different from that of the issuer named below: |
THE MANITOWOC
COMPANY, INC. 401(k) RETIREMENT PLAN
(F.K.A. - RSVP PROFIT SHARING PLAN)
|
B. |
Name of the issuer of securities held pursuant to the plan and the address of it’s principal executive office: |
THE MANITOWOC COMPANY, INC.
2400 South 44th Street
Manitowoc, WI 54220
REQUIRED INFORMATION
The following financial statement and schedules of The Manitowoc Company, Inc. Retirement Savings Plan, prepared in accordance with the financial reporting requirements of the Employee Retirement Income Securities Act of 1974, as amended, are filed herewith.
Financial Statements and Supplemental Schedule
December 31, 2003 and 2002
Report of Independent Registered Public Accounting Firm
To the Participants and Administrator of
The Manitowoc Company, Inc.
401(k) Retirement Plan (F.K.A. - RSVP Profit Sharing Plan)
In our opinion, the accompanying statement of net assets available for benefits and the related statement of changes in net assets available for benefits present fairly, in all material respects, the net assets available for benefits of The Manitowoc Company, Inc. 401(k) Retirement Plan (F.K.A. - RSVP Profit Sharing Plan) (the “Plan”) at December 31, 2003, and the changes in net assets available for benefits for the year then ended, in conformity with accounting principles generally accepted in the United States of America. These financial statements are the responsibility of the Plan’s management; our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit of these statements in accordance with the standards of the Public Company Accounting Oversight Board (United States) and auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for the opinion expressed above. The financial statements of the Plan as of December 31, 2002 were audited by other auditors whose report, dated May 14, 2003, expressed an unqualified opinion on those statements.
Our audit was conducted for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental Schedule of Assets (Held at End of Year) is presented for the purpose of additional analysis and is not a required part of the basic financial statements but is supplementary information required by the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. This supplemental schedule is the responsibility of the Plan’s management. The supplemental schedule has been subjected to the auditing procedures applied in the audit of the basic financial statements and, in our opinion, is fairly stated in all material respects in relation to the basic financial statements taken as a whole.
PricewaterhouseCoopers LLP
Milwaukee, Wisconsin
June 21, 2004
1
To the Administrative Committee
The Manitowoc Company, Inc. 401(k) Retirement Plan
We have audited the accompanying statement of net assets available for benefits of The Manitowoc Company, Inc. 401(k) Retirement Plan as of December 31, 2002. This financial statement is the responsibility of the Plan’s management. Our responsibility is to express an opinion on this financial statement based on our audit.
We conducted our audit in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.
In our opinion, the financial statement referred to above presents fairly, in all material respects, the net assets available for benefits of The Manitowoc Company, Inc. 401(k) Retirement Plan as of December 31, 2002 in conformity with accounting principles generally accepted in the United States of America.
|
Hawkins, Ash, Baptic & Company, LLP |
|
|
|
|
|
|
|
|
Manitowoc, Wisconsin |
|
|
May 14, 2003 |
|
2
The Manitowoc Company, Inc
401(k) Retirement Plan (F.K.A. - RSVP Profit Sharing Plan)
Index to Financial Statements
December 31, 2003 and 2002
Note: Other schedules required by Section 2520.103-10 of the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974 have been omitted because they are not applicable.
The Manitowoc Company, Inc.
401(k) Retirement Plan (F.K.A. - RSVP Profit Sharing Plan)
Statements of Net Assets Available for Benefits
December 31, 2003 and 2002
|
|
|
2003 |
|
2002 |
|
||
|
Assets |
|
|
|
|
|
||
|
Investments |
|
|
|
|
|
||
|
Interest in The Manitowoc Company, Inc. |
|
|
|
|
|
||
|
Employees’ Profit Sharing Trust |
|
$ |
184,232,297 |
|
$ |
131,195,625 |
|
|
Participant loans |
|
2,044,885 |
|
1,091,070 |
|
||
|
Pending trades |
|
718,404 |
|
— |
|
||
|
Receivables |
|
|
|
|
|
||
|
Employer’s contribution |
|
2,919,985 |
|
2,432,132 |
|
||
|
Net assets available for benefits |
|
$ |
189,915,571 |
|
$ |
134,718,827 |
|
The accompanying notes are an integral part of these financial statements.
3
The Manitowoc Company, Inc.
401(k) Retirement Plan (F.K.A. - RSVP Profit Sharing Plan)
Statement of Changes in Net Assets Available for Benefits
Year Ended December 31, 2003
|
Additions |
|
|
|
|
|
Additions to net assets attributed to |
|
|
|
|
|
Investment income |
|
|
|
|
|
Interest in net investment income of The Manitowoc Company, Inc. |
|
|
|
|
|
Employees’ Profit Sharing Trust |
|
$ |
26,083,709 |
|
|
Interest on participant loans |
|
143,821 |
|
|
|
Contributions |
|
|
|
|
|
Employer’s |
|
7,097,677 |
|
|
|
Participants’ |
|
7,168,067 |
|
|
|
Rollovers |
|
409,119 |
|
|
|
Total additions |
|
40,902,393 |
|
|
|
|
|
|
|
|
|
Deductions |
|
|
|
|
|
Deductions from net assets attributed to |
|
|
|
|
|
Benefits paid to participants |
|
26,191,605 |
|
|
|
Administrative expenses |
|
117,040 |
|
|
|
Total deductions |
|
26,308,645 |
|
|
|
Net increase before plan transfers |
|
14,593,748 |
|
|
|
Net transfers from other plans |
|
40,602,996 |
|
|
|
Net increase |
|
55,196,744 |
|
|
|
Net assets available for benefits |
|
|
|
|
|
Beginning of year |
|
134,718,827 |
|
|
|
End of year |
|
$ |
189,915,571 |
|
The accompanying notes are an integral part of these financial statements.
4
The Manitowoc Company, Inc.
401(k) Retirement Plan (F.K.A. - RSVP Profit Sharing Plan)
December 31, 2003 and 2002
1. Plan Description
The following description of The Manitowoc Company, Inc. 401(k) Retirement Plan (F.K.A. -RSVP Profit Sharing Plan) (the “Plan”) provides only general information. Participants should refer to the plan agreement for a more complete description of the Plan’s provisions.
General
The Plan is a contributory defined contribution plan covering substantially all salaried and non-union hourly employees of participating companies of The Manitowoc Company, Inc. (the “Company” or the “Employer”) who are scheduled to complete at least 1,000 hours of service during a year. Participating companies include the Company and all subsidiaries and affiliates of the Company, as defined in the Plan. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”).
Merger
Effective January 1, 2003, the Grove U.S. LLC Retirement Savings and Investment Plan was merged into the Plan. In conjunction with the merger, assets of $40,602,996 were transferred into the Plan.
Contributions
Participants may make voluntary pre-tax contributions to their accounts in whole percentages up to 100% of eligible compensation up to a maximum of $12,000 (adjusted annually). Participant contributions are not required.
Contributions to the Plan may be made by the Company in the form of a variable profit sharing contribution, which is credited to the individual accounts of the participants based on a formula, as defined in the Plan.
Annual contributions to a participant’s account are limited to the lesser of $40,000 or 100% of the participant’s compensation for the year.
Participant Accounts
Each participant’s account is credited with the participant’s contributions, the participant’s share of the Company’s contributions and an allocation of plan earnings, and reduced for withdrawals. Plan earnings are determined and credited to each participant’s account on a daily basis in accordance with the proportion of the participant’s account to all accounts. The benefit to which a participant is entitled is the benefit that can be provided from the participant’s vested account.
Vesting
Participants have a non-forfeitable, vested right to participant contributions, and earnings thereon, and may withdraw such amounts in accordance with the provisions of the Plan. The portion of a participant’s account attributable to Employer contributions vests at the rate of 20% at the end of each year of credited service, with the participant becoming fully vested after five years of service. Participants who leave the Company because of normal retirement, disability retirement or death are considered to be 100% vested.
5
Investments
The Plan’s investments are commingled with other Company sponsored plans in The Manitowoc Company, Inc. Employees’ Profit Sharing Trust (the “Master Trust”) under a master trust arrangement. Upon enrollment in the Plan, a participant may direct contributions in 5% increments in any of the defined investment options. Participants may change their investment options at any time.
Payment of Benefits
Participants may elect to receive the vested portion of their account balance upon normal retirement at or after age 65, upon death or disability, if earlier, or upon termination of employment. A participant whose vested balance exceeds $5,000 upon termination of employment has the right to maintain his or her vested account balance in the Plan until distribution is required to be made under the rules of the Plan.
A participant may make a withdrawal from his or her vested 401(k) and rollover account balance while still employed by the Company in the event of immediate and heavy financial hardship as defined by the Plan document.
Withdrawal elections available at the discretion of participants are a lump sum payment, equal installments over a period of years, or an insurance company single premium nontransferable annuity contract.
Participant Loans
Participants may receive a loan from the Plan in an amount equal to a minimum of $1,000 up to 50% of the participant’s account balance, excluding the portion of the account balance relating to Company profit sharing and match contributions, not to exceed $50,000. A participant may not maintain more than one loan at a time. Loans bear an interest rate equal to the current prime rate plus 1%. Loans are repaid from payroll deductions over a period not to exceed five years. In the event of default on a loan, the Plan has the right to apply the participant’s account balance in satisfaction of the unpaid principal and accrued interest on the loan.
Forfeitures
Forfeited non-vested accounts are used to offset the Company’s profit sharing contribution to the remaining participants in the year of the forfeiture.
2. Summary of Significant Accounting Policies
Basis of Accounting
The financial statements of the Plan are prepared under the accrual method of accounting.
Use of Estimates
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amount of assets, liabilities, and changes therein, and disclosure of contingent assets and liabilities. Actual results could differ from those estimates.
Administrative Expenses
Administrative expenses of the Plan are paid from the assets of the Master Trust and are netted against income from the Master Trust.
6
Contributions
The Company makes weekly payments to the Plan for participant contributions. Profit sharing contributions are made when final calculations of contribution amounts have been determined, which normally is within two and one-half months of the Plan’s year end.
Investment Valuation and Income Recognition
The Master Trust’s investments are stated at fair value except for its investment in the Capital Preservation Fund which is stated at contract value. Shares of mutual funds and common stock of the Company are valued at quoted market prices. Common/collective trust funds are valued based on the market value of the underlying investment held by the fund. Participant loans are valued at cost which approximates fair value.
Since the Plan’s investments are reported at fair value, the statement of changes in net assets available for benefits reflects both realized gains and losses and unrealized appreciation and depreciation of plan assets. Purchases and sales of securities are recorded on the trade-date basis. Interest income of the Trust is recorded on the accrual basis. Dividends of the Trust are recorded on the ex-dividend date.
The Capital Preservation Fund consists primarily of investments in insurance company investment contracts. These contracts are included in the assets of the Capital Preservation Fund at contract value because they are fully benefit responsive. For example, participants may ordinarily direct the withdrawal or transfer of all or a portion of their investment at contract value. There are no reserves against contract value for credit risk of the contract issuer or otherwise. The contract value of the Capital Preservation Fund approximates fair value at December 31, 2003 and 2002. Contract value represents contributions made under the contract, plus earnings, less withdrawals and administrative expenses.
The average yield for the Capital Preservation Fund was 4.6% for the year ended December 31, 2003. The crediting interest rate for this fund was 4.37% and 5.7% at December 31, 2003 and 2002, respectively.
Risks and Uncertainties
The Plan’s investments are exposed to various risks, such as interest rate, market and credit risks. Due to the level of risk associated with certain investments and the level of uncertainty related to changes in the values of investments, it is at least reasonably possible that changes in risks in the near term would materially affect participants’ account balances and the amounts reported in the statements of net assets available for benefits and the statement of changes in net assets available for benefits.
Payment of Benefits
Benefits are recorded when paid.
7
3. The Manitowoc Company, Inc. Employees’ Profit Sharing Trust
The Plan’s allocated share of the Master Trust’s net assets and investment activities is based upon the total of each participant’s share of the Master Trust. The percentage of the Plan’s assets to the total assets of the Trust is 59% and 42% as of December 31, 2003 and 2002, respectively. The Plan’s approximate allocated share of the net assets of each fund in the Master Trust at December 31, 2003 and 2002 was:
|
|
|
2003 |
|
2002 |
|
|
Ameristock Mutual Fund |
|
55 |
% |
0 |
% |
|
Columbia Acorn Fund |
|
59 |
% |
0 |
% |
|
Janus Growth & Income Fund |
|
55 |
% |
0 |
% |
|
Janus Small Cap Value Fund |
|
54 |
% |
0 |
% |
|
Marshall International Stock Fund |
|
80 |
% |
67 |
% |
|
One Group Mid Cap Growth Fund |
|
82 |
% |
70 |
% |
|
T Rowe Price Mid-Cap Value Fund |
|
57 |
% |
0 |
% |
|
Vanguard Institutional Index Fund |
|
72 |
% |
66 |
% |
|
Capital Preservation Fund |
|
52 |
% |
45 |
% |
|
Manitowoc Moderate Growth Fund |
|
60 |
% |
0 |
% |
|
Manitowoc Conservative Growth Fund |
|
87 |
% |
0 |
% |
|
Manitowoc Aggressive Growth Fund |
|
40 |
% |
0 |
% |
|
Manitowoc Company Stock Fund |
|
65 |
% |
72 |
% |
|
PIMCO Funds Total Return Fund |
|
83 |
% |
0 |
% |
|
Nicholas Fund |
|
0 |
% |
50 |
% |
|
Vanguard Asset Allocation Fund |
|
0 |
% |
55 |
% |
|
First American Bond Fund |
|
0 |
% |
56 |
% |
|
Loan Fund |
|
98 |
% |
97 |
% |
|
Berger Omni Investment Fund |
|
0 |
% |
51 |
% |
|
MS Mid Cap Fund |
|
0 |
% |
70 |
% |
The fair value of investments and the related investment income of the Master Trust are as follows:
|
|
|
2003 |
|
2002 |
|
||
|
Investments |
|
|
|
|
|
||
|
Cash and cash equivalents |
|
$ |
496,189 |
|
$ |
(4,116 |
) |
|
Deposits with insurance companies |
|
1,612,503 |
|
11,071,887 |
|
||
|
Common/collective trusts |
|
140,308,327 |
|
121,853,172 |
|
||
|
Mutual funds |
|
136,442,162 |
|
93,304,922 |
|
||
|
Investment in The Manitowoc Company, Inc. |
|
|
|
|
|
||
|
common stock |
|
37,424,417 |
|
27,527,786 |
|
||
|
Participant loans |
|
2,080,581 |
|
1,121,894 |
|
||
8
|
|
|
For the |
|
|
|
|
|
|
|
|
|
Investment income |
|
|
|
|
|
Interest and dividends |
|
$ |
1,632,298 |
|
|
Net appreciation in fair value of investments |
|
43,262,788 |
|
|
During 2003, the Master Trust’s investments (including gains and losses on investments bought and sold, as well as held during the year) appreciated in value by $43,262,788 as follows:
|
Mutual funds |
|
$ |
32,840,830 |
|
|
Investment in The Manitowoc Company, Inc. |
|
|
|
|
|
common stock |
|
10,421,958 |
|
|
|
|
|
$ |
43,262,788 |
|
Investments that represent five percent or more of net Master Trust assets as of December 31, 2003 and 2002 are as follows:
|
|
|
2003 |
|
2002 |
|
||
|
Nicholas Fund, Inc. |
|
$ |
— |
|
$ |
20,767,565 |
|
|
Vanguard Asset Allocation Fund |
|
— |
|
20,739,455 |
|
||
|
Berger Omni Investment Fund |
|
— |
|
28,223,120 |
|
||
|
Janus Small Cap Value Fund |
|
37,008,017 |
|
— |
|
||
|
The Manitowoc Company, Inc. Common Stock |
|
37,378,272 |
|
27,527,786 |
|
||
|
Fidelity Managed Income Portfolio II |
|
137,055,894 |
|
121,361,653 |
|
||
|
Manitowoc Moderate Growth Fund |
|
24,572,694 |
|
— |
|
||
4. Amounts Allocated to Withdrawn Participants
Plan assets of $51,356,304 and $44,685,348 have been allocated to the accounts of participants who are no longer active participants of the Plan at December 31, 2003 and 2002, respectively.
9
5. Tax Status
The Internal Revenue Service has determined and informed the Company by a letter dated September 28, 1995 that the Plan is designed in accordance with the applicable sections of the Internal Revenue Code (“IRC”). The Plan has been amended since receiving the determination letter. However, the plan administrator believes that the Plan is currently designed and being operated in accordance with the applicable requirements of the IRC. Therefore, no provision for income taxes has been included in the Plan’s financial statements.
6. Plan Termination
While the Company has not expressed any intent to terminate the Plan, it may elect to do so at any time subject to the provisions of ERISA. In the event of termination, each participant becomes fully vested in his or her entire participant account balance.
7. Party-in-Interest Transactions
Transactions involving The Manitowoc Company, Inc. common stock and participant loans are considered party-in-interest transactions. These transactions are not however, considered prohibited transactions under 29 CFR 408(b) of the ERISA regulations.
10
|
The Manitowoc Company, Inc. |
|
|
|
401(k) Retirement Plan (F.K.A. - RSVP Profit Sharing Plan) |
|
|
|
Schedule of Assets (Held at End of Year) |
|
|
|
December 31, 2003 |
|
|
Identity of Issue, Lessor |
|
Description of Investment |
|
Current |
|
|
|
|
|
|
|
|
|
|
|
* Participant Notes |
|
Due date ranges from 1 to 6 years |
|
|
|
|
|
|
|
Interest rates range from 5% to 13.71% |
|
$ |
2,044,885 |
|
|
* Denotes party-in-interest. |
|
|
|
|
|
See Report of Independent Registered Public Accounting Firm.
11
SIGNATURES
Pursuant to the requirements of
the Securities Exchange Act of 1934, the Administrative Committee, which
administers the Plan, has duly caused this Annual Report to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Manitowoc,
and State of Wisconsin, on the 28th day of June, 2004.
|
|
THE MANITOWOC COMPANY, INC. |
|||
|
|
|
|||
|
|
/s/ Terry D. Growcock |
|
||
|
|
Terry D. Growcock |
|||
|
|
|
|||
|
|
/s/ Carl J. Laurino |
|
||
|
|
Carl Laurino |
|||
|
|
|
|||
|
|
/s/ Thomas Musial |
|
||
|
|
Thomas Musial |
|||
Exhibit No. |
|
Description |
|
Filed Herewith |
|
|
|
|
|
|
23.1 |
|
Consent of PricewaterhouseCoopers LLP |
|
X |
|
|
|
|
|
|
23.2 |
|
Consent of Hawkins, Ash, Baptie & Company, LLP |
|
X |