UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 11-K
(Mark One)
x 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:
Premco Products, Inc. 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
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 Premco Products, Inc. Employees’ Savings and Investment Plan (the “Plan”). The pages referred to are the numbered pages in the Plan’s audited financial statements for the year ended December 31, 2003.
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| | | Pages
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| Report of Independent Registered Public Accounting Firm | | | 1 | |
| Audited Financial Statements and Supplemental Schedule | | | 2-11 | |
Premco Products, Inc.
Employees’ Savings and Investment Plan
Financial Report
December 31, 2003
C O N T E N T S
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Administrative Committee
Premco Products, Inc.
Employees’ Savings and Investment Plan
We have audited the accompanying statement of net assets available for benefits of Premco Products, Inc. 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 period September 1, 2003 to 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.
We conducted our audit in accordance with 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 Premco Products, Inc. Employees’ Savings and Investment Plan as of December 31, 2003 and the changes in net assets available for benefits for the period September 1, 2003 to 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
1
Premco Products, Inc.
Employees’ Savings and Investment Plan
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
December 31, 2003
| | | | | |
ASSETS | | | | |
| Investments, at fair value | | $ | 7,596 | |
| | | |
| |
| Total assets | | | 7,596 | |
LIABILITIES | | | — | |
| | | |
| |
Net assets available for benefits | | $ | 7,596 | |
| | | |
| |
The accompanying notes are an integral part of these financial statements.
3
Premco Products, Inc.
Employees’ Savings and Investment Plan
STATEMENTS OF CHANGES IN NET ASSETS
AVAILABLE FOR BENEFITS
For the period September 1, 2003 to December 31, 2003
| | | | | |
Additions | | | | |
| Additions to net assets attributed to: | | | | |
| Investment income | | $ | 188 | |
| Contributions — employees | | | 7,408 | |
| | | |
| |
| Total additions | | | 7,596 | |
| | | |
| |
| NET INCREASE | | | 7,596 | |
Net assets available for benefits | | | | |
Beginning of year | | | — | |
| | | |
| |
End of year | | $ | 7,596 | |
| | | |
| |
The accompanying notes are an integral part of these financial statements.
4
Premco Products, Inc.
Employees’ Savings and Investment Plan
NOTES TO FINANCIAL STATEMENTS — CONTINUED
December 31, 2003
NOTE A — DESCRIPTION OF THE PLAN
The following brief description of the Premco Products, Inc. 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 September 1, 2003 and is a defined contribution plan covering all eligible employees of Premco Products, Inc. (the “Company”). The purpose of the Plan is to provide retirement benefits to eligible employees. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 (“ERISA”).
Administration
The Plan is administered by the Administrative Committee (the “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, 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
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 a 30-day waiting period. 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.
5
Premco Products, Inc.
Employees’ Savings and Investment Plan
NOTES TO FINANCIAL STATEMENTS — CONTINUED
December 31, 2003
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 vested 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 payroll deductions.
Contributions
The Plan provides for contributions by employees through salary reductions. Employer profit sharing contributions are discretionary. As of December 31, 2003, there were no such contributions.
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.
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 also provides for withdrawal of the participant’s salary reduction account or the vested portion of his/her employer account in certain hardship situations.
6
Premco Products, Inc.
Employees’ Savings and Investment Plan
NOTES TO FINANCIAL STATEMENTS — CONTINUED
December 31, 2003
NOTE A — DESCRIPTION OF THE PLAN — Continued
Participant Accounts
Each participant’s account is credited with the participant’s contributions and an allocation of Plan earnings. Allocations are based on participant earnings 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 vested in their contributions plus actual earnings thereon. Employer profit sharing contributions vest as follows:
| | | | | |
Years of service
| | Vesting percentage
|
| 1 | | | 0 | % |
| 2 | | | 25 | % |
| 3 | | | 50 | % |
| 4 | | | 100 | % |
Payment of Benefits
On termination of service, a participant may elect to receive either a lump-sum amount equal to the participant’s vested interest in their account, a life annuity or installment payments.
Although it has not expressed any intent to do so, the Company has the right to terminate the Plan subject to the provisions of ERISA. In the event of such termination, the net assets available for benefits of the Plan are to be distributed in accordance with the provisions of the Plan, but in no event shall any amounts be returned to the Company.
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.
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.
7
Premco Products, Inc.
Employees’ Savings and Investment Plan
NOTES TO FINANCIAL STATEMENTS — CONTINUED
December 31, 2003
NOTE B — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES — Continued
Investment Valuation
The Plan’s investments are stated at fair value. Shares of registered investment companies 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.
Forfeited Accounts
At December 31, 2003, there were no forfeited accounts. Forfeitures, if any, are used to pay the expenses of the Plan and employer contributions for the Plan on behalf of the remaining participants. If a participant returns to employment with the Company before incurring a “forfeiture break in service” (a period of five consecutive Plan years in which the participant is credited with 500 or fewer hours of service), then the forfeited account is completely restored.
Benefit Payments
Benefit payments are recorded when paid.
Administrative Costs
The Company may pay all or part of the out-of-pocket administrative expenses of the Plan.
NOTE C — INVESTMENTS
The following presents investments that represent 5% or more of the Plan’s net assets at December 31, 2003:
| | | | | |
| Mutual Funds: | | | | |
| DLB Small Company Opportunities | | $ | 2,441 | |
| PIMCO Total Return | | | 1,502 | |
| MM Growth Equity | | | 1,350 | |
| MM Money Market | | | 897 | |
| MM Mid Cap Growth II | | | 742 | |
| MM Focused Value | | | 414 | |
| Oppenheimer Quest Balanced | | | 250 | |
| | | |
| |
| | | $ | 7,596 | |
| | | |
| |
During 2003, the Plan’s investments appreciated in value as follows:
8
Premco Products, Inc.
Employees’ Savings and Investment Plan
NOTES TO FINANCIAL STATEMENTS — CONTINUED
December 31, 2003
NOTE D — TAX STATUS
The Plan obtained a determination letter on July 18, 2002, in which the Internal Revenue Service stated that the Plan, as designed, was in compliance with the applicable requirements of the Internal Revenue Code. 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 provisions for income taxes has been included in the Plan’s financial statements.
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 Committee. Upon termination of the Plan, all amounts credited to the participants’ accounts shall become fully vested. Timing of distribution of Plan assets would be determined by the Company’s Committee.
9
Premco Products, Inc.
Employees’ Savings and Investment Plan
FORM 5500, SCHEDULE H, PART IV, ITEM 4i—SCHEDULE OF ASSETS (HELD AT END OF YEAR)
EIN: 05-0543473
PLAN NO.: 002
December 31, 2003
| | | | | | | |
| | | | | Current |
Identity of Issues
| | Description
| | Value
|
| * Massachusetts Mutual Life Insurance Company: | | | | | | |
|
| DLB Small Company Opportunities | | Mutual Fund | | $ | 2,441 | |
| PIMCO Total Return | | Mutual Fund | | | 1,502 | |
| MM Growth Equity | | Mutual Fund | | | 1,350 | |
| MM Money Market | | Mutual Fund | | | 897 | |
| MM Mid Cap Growth II | | Mutual Fund | | | 742 | |
| MM Focused Value | | Mutual Fund | | | 414 | |
| Oppenheimer Quest Balanced | | Mutual Fund | | | 250 | |
| | | | | |
| |
| | | | | $ | 7,596 | |
| | | | | |
| |
* Party-in-interest. | | | | | | |
11
EXHIBITS
23 Consent of Independent Registered Public Accounting Firm
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.
| | | | | |
| | Premco Products Inc. 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 | |
| |
Premco Products, Inc.
Employees’ Savings and Investment Plan
EXHIBIT INDEX
| | | |
Exhibit No.
| | Description
|
| 23 | | Consent of Independent Registered Public Accounting Firm |
