Mail Stop 6010
November 30, 2005
By U.S. Mail and Facsimile to (240) 313-1807
Mr. James H. Woodward, Jr.
Executive Vice President and Chief Financial Officer
JLG Industries, Inc.
1 JLG Drive McConnellsburg, PA 17233-9533
Re: JLG Industries, Inc.
Form 10-K for the fiscal year ended July 31, 2005
Form 8-K filed September 23, 2005
File No. 1-12123
Dear Mr. Woodward,
We have reviewed your filing and have the following
comments.
We have limited our review of your filing to those issues we have
addressed in our comments. Where indicated, we think you should
revise your documents in response to these comments. If you
disagree, we will consider your explanation as to why our comment
is
inapplicable or a revision is unnecessary. Please be as detailed
as
necessary in your explanation. In some of our comments, we may
ask
you to provide us with information so we may better understand
your
disclosure. After reviewing this information, we may raise
additional comments.
Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects. We welcome
any questions you may have about our comments or any other aspect
of
our review. Feel free to call us at the telephone numbers listed
at
the end of this letter.
Form 10-K for the fiscal year ended July 31, 2005
Item 7 - Management`s Discussion and Analysis of Financial
Condition
and Results of Operations, page F-12
Results of Operations, page 13
1. When you cite more than one factor in explaining the change in
a
financial statement line item the amounts of the individual
factors
cited, including offsetting factors should be separately
quantified.
Please apply throughout MD&A in future filings.
Note 1 - Summary of Significant Accounting Policies, page 32
Revenue Recognition, page 32
2. We note for certain sales transactions you recognize revenue
prior
to the time the customer takes physical possession. Please
confirm
that the customer has the risk of loss in the event of theft or
physical destruction or damage to the product.
3. Please tell us and revise future filings to describe the
significant terms and conditions of your sales to distributors,
including a description of the specific incentives and other
compensation that you grant. Tell us if there are any
cancellation
provisions in the dealers` contracts either for cancellation of
purchases or cancellation of the relationship. Also tell us and
revise future filings to address how you account for returns,
price
protection, price concessions, and other sales incentives, as
applicable.
4. As a related matter please provide us with and revise future
filings to include a valuation and qualifying accounts schedule as
required by Rule 12-09 of Regulation S-X for all material
valuation
accounts, including your allowance for sales returns and discounts
and doubtful accounts.
5. Please address the following related to the gains on sale of
used
equipment;
* Describe to us the material terms of the rental purchase
guarantee
agreements entered into with your customers.
* Tell us in greater detail how you account for these transactions
and cite the accounting literature upon which you rely.
* Tell us the useful life you assigned to this equipment and where
you record the related depreciation.
* Describe how you test the assets for impairment pursuant to SFAS
144.
We may have additional comments after reviewing your response.
6. In this regard, we note that you enter into sale lease-back
transactions with various customers.
* Please tell us the terms of these agreements and identify those
factors that lead to your conclusion that these leases are
operating
leases.
* Please identify the counterparties involved in these
arrangements.
* To assist us in understanding your accounting, please provide us
with sample journal entries showing how you record and account for
the transactions.
Item 9A. Controls and Procedures, page 60
7. We note your statement that the company`s disclosure controls
and
procedures were effective "to the best of their knowledge."
Please
note, however, that your effectiveness determination cannot only
be
based on the "best knowledge" of your CEO and CFO. Your
management,
with the participation of your principal executive officer and
principal financial officer, must evaluate the effectiveness of
your
disclosure controls and procedures as of the end of each fiscal
quarter, and must disclose the results of each such evaluation in
each periodic report. Refer to Rule 13a-15 of the Exchange Act
and
Item 307 of Regulation S-K. Please file an amendment to your Form
10-K to revise your disclosure.
8. Additionally we note your disclosure controls and procedures
are
"effective to ensure that information required to be disclosed in
reports that [you] file or submit under the Exchange Act is
recorded,
processed, summarized and reported within the time periods
specified
in Securities and Exchange Commission rules and forms." Please
revise to clarify, if true, that your officers concluded that your
disclosure controls and procedures are also effective to ensure
that
information required to be disclosed in the reports that you file
or
submit under the Exchange Act is accumulated and communicated to
your
management, including your chief executive officer and chief
financial officer, to allow timely decisions regarding required
disclosure. See Exchange Act Rule 13a-15(e).
Form 8-K filed September 23, 2005
9. We note your use of non-GAAP measures for net income "adjusted
to
eliminate the impact of expenses associated with the OmniQuip
integration and early extinguishment of debt", and operating
income
"before the impact of integration expenses" and "estimated net
unrecovered steel costs." Please revise future filings to
reconcile
these non-GAAP measures to their most directly comparable GAAP
financial measure and disclose the reasons why management believes
that each of the measures provides useful information to investors
regarding your financial condition and results of operations.
Refer
to the guidance in Item 10(e)(1)(i) of Regulation S-K.
As appropriate, please amend your July 31, 2005 Form10-K and
respond to these comments within 10 business days or tell us when
you
will provide us with a response. You may wish to provide us with
marked copies of the amendments to expedite our review. Please
furnish a cover letter with your amendments that keys your
responses
to our comments and provides any requested information. Detailed
cover letters greatly facilitate our review. Please understand
that
we may have additional comments after reviewing your responses to
our
comments.
We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing to be certain that the
filing includes all information required under the Securities
Exchange Act of 1934 and that they have provided all information
investors require for an informed decision. Since the company and
its management are in possession of all facts relating to a
company`s
disclosure, they are responsible for the accuracy and adequacy of
the
disclosures they have made.
In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that:
* the company is responsible for the adequacy and accuracy of the
disclosure in the filing;
* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filing; and
* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.
In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filing or in
response to our comments on your filing.
You may contact Eric Atallah, Staff Accountant at (202) 551-
3663
or me at (202) 551-3554 regarding comments on the financial
statements and related matters. In this regard, do not hesitate
to
contact Martin James, Senior Assistant Chief Accountant, at (202)
551-3671 with any other questions.
Sincerely,
Angela Crane
Branch Chief
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Mr. James H. Woodward, Jr.
JLG Industries, Inc.
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