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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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, 2004
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 Hourly 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:
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 Gradall Company Hourly 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, 2004 and 2003.
| Pages | ||||||||
| 1 | ||||||||
| Financial Statements | ||||||||
| 3 | ||||||||
| 4 | ||||||||
| 5 | ||||||||
| Supplemental Information | ||||||||
| 11 | ||||||||
| Exhibit 23 | ||||||||
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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Administrative Committee
The Gradall Company Hourly Employees’ Savings and Investment Plan
We have audited the accompanying statements of net assets available for benefits of The Gradall Company Hourly Employees’ Savings and Investment Plan (the Plan) as of December 31, 2004 and 2003, and the related statement of changes in net assets available for benefits for the year ended December 31, 2004. 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 audits.
We conducted our audits in accordance with the 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. The Plan is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Plan’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also 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, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, such financial statements present fairly, in all material respects, the net assets available for benefits of the Plan as of December 31, 2004 and 2003 and the changes in net assets available for benefits for the year ended December 31, 2004 in conformity with accounting principles generally accepted in the United States of America.
Our audits were conducted for the purpose of forming an opinion on the basic financial statements taken as a whole. The accompanying supplemental schedule of assets (held at end of year) as of December 31, 2004 is presented for the purpose of additional analysis and is not a required part of the basic financial statements but are 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. Such schedule has been subjected to the auditing procedures applied in our audit of the basic 2004 financial statements and, in our opinion, is fairly stated in all material respects when considered in relation to the basic financial statements taken as a whole.
/s/ Grant Thornton LLP
Baltimore, Maryland
June 10, 2005
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FINANCIAL STATEMENTS
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The Gradall Company Hourly Employees’
Savings and Investment Plan
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
December 31,
| ASSETS | 2004 | 2003 | ||||||
Investments, at fair value | $ | 9,435,450 | $ | 8,705,472 | ||||
| Total assets | $ | 9,435,450 | $ | 8,705,472 | ||||
LIABILITIES | — | — | ||||||
Net assets available for benefits | $ | 9,435,450 | $ | 8,705,472 | ||||
The accompanying notes are an integral part of these financial statements.
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The Gradall Company Hourly Employees’
Savings and Investment Plan
STATEMENTS OF CHANGES IN NET ASSETS
AVAILABLE FOR BENEFITS
Year ended December 31,
| 2004 | 2003 | |||||||
Additions | ||||||||
| Additions to net assets attributed to: | ||||||||
| Investment income | ||||||||
| Net appreciation in fair value of investments | $ | 793,388 | $ | 1,616,361 | ||||
| Interest and dividends | 22,535 | 21,974 | ||||||
| Net investment income | 815,923 | 1,638,335 | ||||||
| Contributions: | ||||||||
| Employees | 543,089 | 452,205 | ||||||
| Rollovers | — | 222 | ||||||
| 543,089 | 452,427 | |||||||
| Total additions | 1,359,012 | 2,090,762 | ||||||
Deductions | ||||||||
| Deductions from net assets attributed to: | ||||||||
| Distributions to participants | 627,334 | 513,417 | ||||||
| Administrative expenses | 1,700 | 500 | ||||||
| Total deductions | 629,034 | 513,917 | ||||||
NET INCREASE | 729,978 | 1,576,845 | ||||||
Net assets available for benefits | ||||||||
Beginning of year | 8,705,472 | 7,128,627 | ||||||
End of year | $ | 9,435,450 | $ | 8,705,472 | ||||
The accompanying notes are an integral part of these financial statements.
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The Gradall Company Hourly Employees’
Savings and Investment Plan
NOTES TO FINANCIAL STATEMENTS
December 31, 2004 and 2003
NOTE A — DESCRIPTION OF THE PLAN
| The following brief description of the Gradall Company Hourly 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. | ||||
| General | ||||
| The Plan was established effective January 1, 1987 and is a defined contribution plan covering all eligible hourly 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 Employee Retirement Income Security Act of 1974 (“ERISA”). | ||||
| The Plan is administered by the Administrative Committee (the “Plan Administrator”) of JLG Industries, Inc. (“JLG”). The Company is a subsidiary of JLG. The Plan Administrator 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 Plan Administrator has engaged Massachusetts Mutual Life Insurance Company (the “Custodian”) as the custodian for the Plan assets. | ||||
| Participation | ||||
| Hourly 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 elections daily in 5% increments. Participants may change their investment options at any time, via telephone or Internet. | ||||
| 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 Plan Administrator. 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. There are no matching 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 30% of the participant’s compensation as defined in the Plan. | ||||
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The Gradall Company Hourly Employees’
Savings and Investment Plan
NOTES TO FINANCIAL STATEMENTS — CONTINUED
December 31, 2004 and 2003
NOTE A — DESCRIPTION OF THE PLAN — Continued
| Distributions | ||||
| Participants’ accounts are payable upon attaining age 591/2 and election by the participant or age 701/2 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 a 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 not included in Plan assets. A non-hardship withdrawal of the participant’s salary reduction account is also allowed upon attainment of age 591/2 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 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. | ||||
NOTE B — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
| The financial statements have been consistently prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”). | ||||
| Basis of Accounting | ||||
| The accompanying financial statements are prepared on the accrual basis under GAAP. | ||||
| Estimates | ||||
| In preparing financial statements in conformity with GAAP, the Plan Administrator is required to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities, and reported revenue and expenses during the reporting period. Actual results could differ from those estimates. | ||||
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The Gradall Company Hourly Employees’
Savings and Investment Plan
NOTES TO FINANCIAL STATEMENTS — CONTINUED
December 31, 2004 and 2003
NOTE B — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES — Continued
| Investment Valuation | ||||
| Investments are stated at fair value. Fair value is based on the quoted market price, if it is available. Investments which are traded on a national securities exchange are valued at the last reported sales price on the last business day of the year. The Plan’s investments in mutual funds are valued at the aggregate of the quoted market prices of the underlying securities. Participant loans are valued at cost, which approximates fair value. | ||||
| Purchases and sales of investments are recorded on a trade-date basis. Interest income is recorded on the accrual basis. Dividends are recorded on the ex-dividend date. | ||||
| 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 — TAX STATUS
| The Plan is exempt from income taxes under Section 401(a) of the Internal Revenue Code. The Plan obtained its latest determination letter on March 9, 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 Plan Administrator 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 Hourly Employees’
Savings and Investment Plan
NOTES TO FINANCIAL STATEMENTS — CONTINUED
December 31, 2004 and 2003
NOTE D — INVESTMENTS
| The following presents investments that represent 5% or more of the Plan’s net assets at December 31: |
| 2004 | 2003 | |||||||
| Mutual Funds: | ||||||||
| MM Large Cap Value Fund | $ | 1,392,561 | $ | 1,257,869 | ||||
| MM Growth Equity Fund | 1,347,415 | 1,288,267 | ||||||
| Quest Balanced Fund | 1,306,159 | 1,159,702 | ||||||
| MM Money Market Fund | 1,195,073 | 1,239,363 | ||||||
| Oakmark Equity Fund | 726,651 | — | ||||||
| MM Focused Value Fund | 725,091 | 653,005 | ||||||
| MM Small Cap Growth Equity Fund | 712,571 | 650,822 | ||||||
| MM Mid Cap Growth II Fund | 592,997 | 505,730 | ||||||
| PIMCO Total Return Fund | 532,411 | 501,244 | ||||||
| Vanguard Institutional Index Fund | 510,878 | 437,422 | ||||||
| International Equity Fund | — | 589,679 | ||||||
| During 2004 and 2003, the Plan’s investments (including gains and losses on investments bought and sold, as well as held during the year) appreciated in value as follows: |
| 2004 | 2003 | |||||||
| Mutual Funds and Pooled Separate Accounts | $ | 792,088 | $ | 1,616,361 | ||||
| JLG Company Stock Fund | 1,300 | — | ||||||
| $ | 793,388 | $ | 1,616,361 | |||||
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 the Plan Administrator. 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 Plan Administrator. |
NOTE F — RELATED-PARTY TRANSACTIONS
| Certain Plan investments are shares of mutual funds managed by the Custodian. The Custodian is the trustee as defined by the Plan and, therefore, these transactions qualify as party-in-interest transactions. Fees paid by the Plan for the investment management services amounted to $1,700 and $500, respectively, for the years ended December 31, 2004 and 2003. |
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The Gradall Company Hourly Employees’
Savings and Investment Plan
NOTES TO FINANCIAL STATEMENTS — CONTINUED
December 31, 2004 and 2003
NOTE G — RISKS AND UNCERTAINTIES
| The Plan invests in various investment securities. Investment securities are exposed to various risks such as interest rate, market, and credit risks. Due to the level of risk associated with certain investment securities, it is at least reasonably possible that changes in the values of investment securities will occur in the near term and that such changes could materially affect participants’ account balances and the amounts reported in the statement of net assets available for benefits. |
NOTE H — RECONCIALTION OF FINANCIAL STATEMENTS TO SCHEDULE H OF FORM 5500
| The following is a reconciliation of contributions received per the financial statements for the year ended December 31, 2004 to the Form 5500: |
| Contributions received per the financial statements | $ | 729,978 | ||
| Rounding difference | 3 | |||
| Contributions received per the Form 5500 | $ | 729,981 | ||
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SUPPLEMENTAL INFORMATION
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The Gradall Company Hourly 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.: 005
December 31, 2004
| Current | ||||||||
| Identity of Issuer | Description | Value | ||||||
| * | Massachusetts Mutual Life Insurance Company: | |||||||
| Large Cap Value Fund | Pooled Separate Account | $ | 1,392,561 | |||||
| Growth Equity Fund | Pooled Separate Account | 1,347,415 | ||||||
| Money Market Fund | Money Market Fund | 1,195,073 | ||||||
| Focused Value Fund | Pooled Separate Account | 725,091 | ||||||
| Small Cap Growth Equity Fund | Pooled Separate Account | 712,571 | ||||||
| Mid Cap Growth II Fund | Pooled Separate Account | 592,997 | ||||||
| Small Company Opportunities Fund | Pooled Separate Account | 77,228 | ||||||
| * | Quest Balanced Fund | Pooled Separate Account | 1,306,159 | |||||
| * | Oakmark International Fund | Mutual Fund | 726,651 | |||||
| * | PIMCO Total Return Fund | Mutual Fund | 532,411 | |||||
| * | Vanguard Institutional Index Fund | Mutual Fund | 510,878 | |||||
| * | State Street Bank and Trust: | |||||||
| Self-Directed Brokerage Accounts | Self-Directed Brokerage Accounts | 2,387 | ||||||
| * | JLG Company Stock Fund | Common Stock Fund | 1,442 | |||||
| * | Participant Loans | Interest ranging from 5.00% to 10.50%, terms from 1 to 5 years | 312,586 | |||||
| $ | 9,435,450 | |||||||
* Parties-in-interest.
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EXHIBITS
| 23 | Consent of Grant Thornton LLP |
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 Hourly Employees’ Savings and Investment Plan (Name of Plan) | ||||
| Date: June 29, 2005 | /s/ Thomas D. Singer | |||
| Thomas D. Singer | ||||
| Senior Vice President, General Counsel and Secretary | ||||
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THE GRADALL COMPANY
HOURLY EMPLOYEES’ SAVINGS
AND INVESTMENT PLAN
EXHIBIT INDEX
| Exhibit No. | Description | |
| 23 | Consent of Grant Thornton LLP |