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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
FORM 11-K
(Mark One)
| þ | Annual Report Pursuant to Section 15 (d) of the Securities Exchange Act of 1934 |
For the fiscal year ended December 31, 2003
or
| o | Transition Report Pursuant to Section 15 (d) of the Securities Exchange Act of 1934 |
For the transition period from to
Commission file number: 1-12123
A. Full title of the plan and the address of the plan, if different from that of the issuer named below:
The Gradall Company Salaried Employees’ Savings and Investment Plan
B. Name of issuer of the securities held pursuant to the plan and the address of its principal executive office:
JLG Industries, Inc.
1 JLG Drive
McConnellsburg, PA 17233-9533
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REQUIRED INFORMATION
The financial statements and related report, prepared in accordance with the financial reporting requirements of the Employee Retirement Income Security Act of 1974 (ERISA), listed below are furnished for The Gradall Company Salaried Employees’ Savings and Investment Plan (the “Plan”). The pages referred to are the numbered pages in the Plan’s audited financial statements for the years ended December 31, 2003 and 2002.
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| Report of Independent Registered Public Accounting Firm | 1 | |||
| Independent Auditor’s Report | 2 | |||
| Audited Financial Statements and Supplemental Schedule | 3-14 | |||
The Gradall Company Salaried Employees’
Savings and Investment Plan
Financial Report
December 31, 2003
C O N T E N T S
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| Exhibit 23.1 | ||||||||
| Exhibit 23.2 | ||||||||
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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Administrative Committee
The Gradall Company Salaried Employees’ Savings and Investment Plan
We have audited the accompanying statement of net assets available for benefits of The Gradall Company Salaried Employees’ Savings and Investment Plan (the Plan) as of December 31, 2003, and the related statement of changes in net assets available for benefits for the year ended December 31, 2003. 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. The financial statements of the Plan as of and for the year ended December 31, 2002, were audited by other auditors whose report dated May 29, 2003, expressed an unqualified opinion on those statements.
We conducted our audit in accordance with the auditing standards of the Public Company Accounting Oversight Board (United States). 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 statements referred to above present fairly, in all material respects, the net assets available for benefits of The Gradall Company Salaried Employees’ Savings and Investment Plan as of December 31, 2003 and the changes in net assets available for benefits for the year ended December 31, 2003 in conformity with accounting principles generally accepted in the United States of America.
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 information is the responsibility of the Plan’s management. The supplemental information 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.
/s/ Grant Thornton LLP
Baltimore, Maryland
June 14, 2004
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May 29, 2003
The Gradall Company Salaried Employees’
Savings and Investment Plan
New Philadelphia, OH 44663
Independent Auditor’s Report
We have audited the accompanying statements of net assets available for benefits of The Gradall Company Salaried Employees’ Savings and Investment Plan as of December 31, 2002, and the related statement of changes in net assets available for benefits for the year ended December 31, 2002. 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 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 audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for benefits of The Gradall Company Salaried Employees’ Savings and Investment Plan as of December 31, 2002 and the changes in net assets available for benefits for the year ended December 31, 2002 in conformity with accounting principles generally accepted in the United States of America.
| /s/ Rea & Associates, Inc. |
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The Gradall Company Salaried Employees’
Savings and Investment Plan
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
December 31,
| 2003 | 2002 | |||||||
ASSETS | ||||||||
| Investments, at fair value | $ | 11,682,172 | $ | 9,081,944 | ||||
| Total assets | 11,682,172 | 9,081,944 | ||||||
LIABILITIES | ||||||||
| Due to Plan participants | 32,470 | — | ||||||
Net assets available for benefits | $ | 11,649,702 | $ | 9,081,944 | ||||
The accompanying notes are an integral part of these financial statements.
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The Gradall Company Salaried Employees’
Savings and Investment Plan
STATEMENTS OF CHANGES IN NET ASSETS
AVAILABLE FOR BENEFITS
Years ended December 31,
| 2003 | 2002 | |||||||
Additions (reductions) | ||||||||
| Additions (reductions) to net assets attributed to: | ||||||||
| Investment income | ||||||||
| Net appreciation (depreciation) in fair value of investments | $ | 2,425,184 | $ | (2,057,666 | ) | |||
| Interest and dividends | 15,413 | 34,218 | ||||||
| Other investment income | — | 2 | ||||||
| Net investment income (loss) | 2,440,597 | (2,023,446 | ) | |||||
| Contributions | ||||||||
| Employees | 713,936 | 1,047,425 | ||||||
| Employer | — | 95,481 | ||||||
| Rollovers | 22,875 | 12,436 | ||||||
| Total contributions | 736,811 | 1,155,342 | ||||||
| Total additions (reductions) | 3,177,408 | (868,104 | ) | |||||
Deductions | ||||||||
| Deductions from net assets attributed to: | ||||||||
| Distributions to participants | 608,969 | 1,184,895 | ||||||
| Administrative expenses | 681 | 283 | ||||||
| Total deductions | 609,650 | 1,185,178 | ||||||
| Net increase (decrease) prior to transfers | 2,567,758 | (2,053,282 | ) | |||||
Net transfers between Gradall Hourly and Gradall Salaried Savings and Investment Plans | — | 96,939 | ||||||
NET INCREASE (DECREASE) | 2,567,758 | (1,956,343 | ) | |||||
Net assets available for benefits | ||||||||
Beginning of year | 9,081,944 | 11,038,287 | ||||||
End of year | $ | 11,649,702 | $ | 9,081,944 | ||||
The accompanying notes are an integral part of these financial statements.
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The Gradall Company Salaried Employees’
Savings and Investment Plan
NOTES TO FINANCIAL STATEMENTS
December 31, 2003 and 2002
NOTE A — DESCRIPTION OF THE PLAN
The following brief description of the Gradall Company Salaried Employees’ Savings and Investment Plan (the “Plan”) is provided for general information purposes only. Participants should refer to the Plan agreement for more complete information.
Organization
The Plan was established effective January 1, 1987 and is a defined contribution plan covering all eligible employees of The Gradall Company (“Company”). The purpose of the Plan is to provide retirement and other benefits to eligible employees. The Plan is subject to the provisions of the Employees Retirement Income Security Act of 1974 (“ERISA”).
Administration
The Plan is administered by the Administrative Committee (“Committee”) of JLG Industries, Inc. (“JLG”). The Company is a subsidiary of JLG. The Committee interprets the Plan document, establishes procedures to implement provisions of the Plan, approves benefit payments due participants, and authorizes other disbursements from the Plan. The Committee has engaged Massachusetts Mutual Life Insurance Company (the “Custodian”) as custodian for the Plan assets.
Participation
Salaried employees are eligible to participate in the Plan on the first day of the month that coincides with or immediately follows the date on which the employee completes 83 hours of service. Upon enrollment in the Plan, a participant may direct employee and employer contributions in any of thirteen investment options, including JLG common stock.
Participants may change their investment options at any time, via telephone or Internet.
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The Gradall Company Salaried Employees’
Savings and Investment Plan
NOTES TO FINANCIAL STATEMENTS — CONTINUED
December 31, 2003 and 2002
NOTE A — DESCRIPTION OF THE PLAN — Continued
Participant Loans
Participants may borrow from their fund accounts a minimum of $1,000 up to a maximum equal to the lesser of $50,000 or 50% of their account balance. Loan transactions are treated as a transfer to (from) the investment fund from (to) the loan fund. Loan terms range from 1 to 5 years (longer if loan is being used to purchase a principal residence). The loans are secured by the balance in the participant’s account and bear interest at a rate commensurate with local prevailing rates as determined quarterly by the Committee. Interest rates are based on prime plus one percent. Principal and interest are paid ratably through monthly payroll deductions.
Contributions
The Plan provides for contributions by employees through salary reductions only. The Plan also provides for a discretionary contribution as determined by the Company. During 2002, the Company elected to make contributions for the eligible employees of The Gradall Orrville Company. The amount of the contributions was based on the number of hours worked by each employee. The Company has made no other discretionary contributions to the Plan for 2003 or 2002.
Each participating employee elects to enter into a written salary reduction agreement with the Company, thereby contributing to his or her salary reduction account a whole percentage of compensation per payroll period, not to exceed 20% of the participant’s compensation as defined in the Plan.
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The Gradall Company Salaried Employees’
Savings and Investment Plan
NOTES TO FINANCIAL STATEMENTS — CONTINUED
December 31, 2003 and 2002
NOTE A — DESCRIPTION OF THE PLAN — Continued
Distributions
Participants’ accounts are payable upon attaining age 59 1/2 and election by the participant or age 70 1/2 with or without an election by the participant, termination of employment, retirement due to permanent physical disability, or at death. The Plan allows a participant to apply any portion of any contributions made to the participant’s account toward the purchase of whole life insurance policies which designate the trustees as the owners of the policies; however, the policies are for the sole benefit of the participant or his/her beneficiary. The cash surrender value of these policies is excluded from Plan assets. A non-hardship withdrawal of the participant’s salary reduction account is also allowed upon attainment of age 59 1/2 by filing a written request with the Plan Administrator at least thirty days prior to the proposed withdrawal date. The Plan also provides for the withdrawal, less any earned interest, of the participant’s salary reduction account or the vested portion of his/her employer account in certain hardship situations.
Participant Accounts
Each participant’s account is credited with the participant’s contributions, the Company’s contribution, and an allocation of Plan earnings. Allocations are based on participant earnings, hours worked, or account balances, as defined. The benefit to which a participant is entitled is the benefit that can be provided from the participant’s vested account.
Vesting
Participants are immediately 100% vested in their contributions, the Company’s contributions and earnings.
NOTE B — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America.
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The Gradall Company Salaried Employees’
Savings and Investment Plan
NOTES TO FINANCIAL STATEMENTS — CONTINUED
December 31, 2003 and 2002
NOTE B — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES — Continued
Basis of Accounting
The accompanying financial statements are prepared on the accrual basis of accounting.
Estimates
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires the Committee to make estimates and assumptions that affect certain reported amounts and disclosures. Accordingly, actual results could differ from those estimates.
Investment Valuation
The Plan’s investments are stated at fair value. Shares of mutual funds are valued at quoted market prices which represent the net asset value of shares held by the Plan at year-end. Participant loans are valued at cost which approximates fair value.
Administrative Costs
The Company may pay all or portion of the administrative expenses of the Plan.
Reclassifications
Amounts previously shown have been reclassified to conform to current year presentation.
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The Gradall Company Salaried Employees’
Savings and Investment Plan
NOTES TO FINANCIAL STATEMENTS — CONTINUED
December 31, 2003 and 2002
NOTE C — INVESTMENTS
The following presents investments that represent 5% or more of the Plan’s net assets at December 31:
| 2003 | 2002 | |||||||
| Mutual Funds: | ||||||||
| MM Growth Equity Fund | $ | 1,953,932 | $ | 1,575,383 | ||||
| MM Large Cap Value Fund | 1,766,819 | 1,337,307 | ||||||
| MM Focused Value Fund | 1,333,732 | 807,559 | ||||||
| MM Small Cap Growth Fund | 1,190,208 | 661,740 | ||||||
| Quest Balanced Fund | 1,044,353 | 751,208 | ||||||
| MM Money Market Fund | 994,460 | 1,275,195 | ||||||
| MM Mid Cap Growth II Fund | 851,030 | 630,049 | ||||||
| Vanguard Institutional Index Fund | 744,425 | 500,485 | ||||||
| International Equity Fund | 584,741 | * | ||||||
| PIMCO Total Return Fund | 579,155 | 669,260 | ||||||
| * Amount does not exceed 5% of Plan assets at the beginning of the year. | ||||||||
During 2003 and 2002, the Plan’s investments (including gains and losses on investments bought and sold, as well as held during the year) appreciated (depreciated) in value as follows:
| 2003 | 2002 | |||||||
| Mutual Funds | $ | 2,425,184 | $ | (2,057,666 | ) | |||
NOTE D — TAX STATUS
The Plan obtained its latest determination letter on June 5, 1995, in which the Internal Revenue Service stated that the Plan, as then designed, was in compliance with the applicable requirements of the Internal Revenue Code. The Plan has been amended since receiving the determination letter. However, the Committee believes that the Plan is currently designed and being operated in compliance with the applicable requirements of the Internal Revenue Code. Therefore, no provision for income taxes has been included in the Plan’s financial statements.
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The Gradall Company Salaried Employees’
Savings and Investment Plan
NOTES TO FINANCIAL STATEMENTS — CONTINUED
December 31, 2003 and 2002
NOTE E — TERMINATION OF THE PLAN
The Company intends to continue the Plan indefinitely; however, the Company reserves the right to reduce, suspend or discontinue contributions to the Plan or to terminate the Plan at any time by vote of its Board of Directors. Timing of distribution of Plan assets would be determined by the Company’s Board of Directors
NOTE F — RECONCILIATION OF THE FINANCIAL STATEMENTS TO THE FORM 5500
The following is a reconciliation of the net assets available for benefits per the financial statements for the years ended December 31, 2003 and 2002 to the Form 5500:
| 2003 | 2002 | |||||||
| Net assets available for benefits per the financial statements | $ | 11,649,702 | $ | 9,081,944 | ||||
| Contributions received per the financial statements at December 31, 2001 | — | 36,910 | ||||||
| Due to Plan participants | 32,470 | — | ||||||
| Rounding difference | (1 | ) | (3 | ) | ||||
| Net assets available for benefits per the Form 5500 | $ | 11,682,171 | $ | 9,118,851 | ||||
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The Gradall Company Salaried Employees’
Savings and Investment Plan
NOTES TO FINANCIAL STATEMENTS — CONTINUED
December 31, 2003 and 2002
NOTE F — RECONCILIATION OF THE FINANCIAL STATEMENTS TO THE FORM 5500 — Continued
The following is a reconciliation of changes in net assets per the financial statements for the years ended December 31, 2003 and 2002 to the Form 5500:
| 2003 | 2002 | |||||||
| Changes in net assets available for benefits per the financial statements | $ | 2,567,758 | $ | (1,956,343 | ) | |||
| Net transfers between Gradall Hourly and Salaried Savings and Investment Plans | — | 96,939 | ||||||
| Other investment income per financial statements | — | 2 | ||||||
| Excess contributions due to Plan participants | 32,470 | — | ||||||
| Rounding difference | (1 | ) | 3 | |||||
| Changes in net assets available for benefits per the Form 5500 | $ | 2,600,227 | $ | (1,859,399 | ) | |||
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The Gradall Company Salaried Employees’
Savings and Investment Plan
FORM 5500, SCHEDULE H, PART IV, ITEM 4i —
SCHEDULE OF ASSETS (HELD AT END OF YEAR)
EIN: 34-1405233
PLAN NO.: 004
December 31, 2003
| Current | ||||||||
| Identity of Issuer | Description | Value | ||||||
| * Massachusetts Mutual Life Insurance Company: | ||||||||
| Growth Equity Fund | Pooled Separate Account | $ | 1,953,932 | |||||
| Large Cap Value Fund | Pooled Separate Account | 1,766,819 | ||||||
| Focused Value Fund | Pooled Separate Account | 1,333,732 | ||||||
| Small Cap Growth Fund | Pooled Separate Account | 1,190,208 | ||||||
| Quest Balanced Fund | Pooled Separate Account | 1,044,353 | ||||||
| Money Market Fund | Money Market Fund | 994,460 | ||||||
| Mid Cap Growth II Fund | Pooled Separate Account | 851,030 | ||||||
| Vanguard Institutional Index Fund | Mutual Fund | 744,425 | ||||||
| International Equity Fund | Pooled Separate Account | 584,741 | ||||||
| PIMCO Total Return Fund | Mutual Fund | 579,155 | ||||||
| DLB Small Company Opportunities Fund | Pooled Separate Account | 266,741 | ||||||
| JLG Industries Stock Fund | Common Stock Fund | 16,215 | ||||||
| * State Street Bank and Trust: | ||||||||
| Self-Directed Brokerage Accounts | Self-Directed Brokerage Accounts | 80,876 | ||||||
| * Participant Loans | Interest ranging from 5.25% to 10.50%, terms from 1 to 5 years | 275,485 | ||||||
| $ | 11,682,172 | |||||||
* Parties-in-interest.
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EXHIBITS
| 23.1 23.2 | Consent of Grant Thornton LLP Consent of Rea & Associates, Inc. |
SIGNATURE
The Plan. Pursuant to the requirements of the Securities Exchange Act of 1934, the Plan administrator has duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized.
| The Gradall Company Salaried Employees’ Savings and Investment Plan (Name of Plan) | ||
| Date: July 12, 2004 | /s/ Thomas D. Singer | |
| Thomas D. Singer Senior Vice President, General Counsel and Secretary |
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THE GRADALL COMPANY
SALARIED EMPLOYEES’ SAVINGS
AND INVESTMENT PLAN
EXHIBIT INDEX
| Exhibit No. | Description | |
| 23.1 23.2 | Consent of Grant Thornton LLP Consent of Rea & Associates, Inc. |