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
For the plan year ended December 31, 2003

 

 

 

o

 

Transition Report Pursuant to Section 15(d) of the Securities Exchange Act of 1934
For the transition period from                   to                  

 

 

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.

 



 

The Manitowoc Company, Inc.

401(k) Retirement Plan (F.K.A. – RSVP Profit Sharing Plan)

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



 

INDEPENDENT AUDITORS’ REPORT

 

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

 

Report of Independent Registered Public Accounting Firm

 

 

 

Independent Auditors’ Report

 

 

 

Financial Statements

 

 

 

Statements of Net Assets Available for Benefits as of December 31, 2003 and 2002

 

 

 

Statement of Changes in Net Assets Available for Benefits for the year ended December 31, 2003

 

 

 

Notes to Financial Statements

 

 

 

Supplemental Schedule

 

 

 

Schedule I:  Schedule of Assets (Held at End of Year) as of December 31, 2003

 

 

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)

Notes to Financial Statements

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
Year Ended
December 31,
2003

 

 

 

 

 

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

 

Schedule I

 

Identity of Issue, Lessor
or Similar Party

 

Description of Investment

 

Current
Value

 

 

 

 

 

 

 

* 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.
401(k) RETIREMENT PLAN

 

 

 

/s/ Terry D. Growcock

 

 

Terry D. Growcock
Chairman and Chief Executive Officer

 

 

 

/s/ Carl J. Laurino

 

 

Carl Laurino
Senior Vice President and Chief Financial Officer

 

 

 

/s/ Thomas Musial

 

 

Thomas Musial
Senior Vice President of Human Resources
and Administration

 



 

EXHIBIT INDEX

 

Exhibit No.
 
Description
 
Filed Herewith
 
 
 
 
 
23.1
 
Consent of PricewaterhouseCoopers LLP
 
X
 
 
 
 
 
23.2
 
Consent of Hawkins, Ash, Baptie & Company, LLP
 
X