SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-K
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the fiscal year ended July 31, 1994 Commission file number 0-8454
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from to
JLG INDUSTRIES, INC.
(Exact name of registrant as specified in its charter)
PENNSYLVANIA 25-1199382
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
JLG Drive, McConnellsburg, PA 17233
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (7l7) 485-5161
Securities registered pursuant to Section 12(b) of the Act: NONE
Securities registered pursuant to Section 12(g) of the Act:
Capital Stock ($.20 par value)
(Title of class)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes X No _________
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to
this Form 10-K. [X]
At October 1, 1994, there were 3,5225,656 shares of capital stock of the
Registrant outstanding, and the aggregate market value of the voting stock held
by nonaffiliates of the Registrant at that date was $136,502,920.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Annual Report to shareholders for the year ended July 31, 1994,
are incorporated by reference into Parts I and II.
Portions of the Proxy Statement for the 1994 annual meeting of shareholders are
incorporated by reference into Part III.
PART I
ITEM 1. BUSINESS
General
The Company, organized in 1969, is a leading manufacturer, distributor and
international marketer of elevating work platforms. The Company also produces
truck-mounted materials-handling equipment. The Company's products are used
for high-reach applications, primarily in the construction, industrial,
petrochemical, commercial and sports and entertainment industries.
Products
Elevating Work Platforms. Elevating work platforms are designed to permit
workers to position themselves and their tools and materials easily and quickly
in elevated work areas that otherwise might have to be reached by the erection
of scaffolding, by the use of ladders, or through some other device. Elevating
work platforms consist of self-propelled boom-type and scissor-type lifts and
push-around lifts. These work platforms are mounted either at the end of a
telescoping and/or articulating boom or on top of a scissor-type lifting
mechanism, which in turn are mounted on mobile, four-wheel chassis. The
Company offers elevating work platforms powered by electric motors or gasoline,
diesel, or propane engines. All of the Company's elevating work platforms are
designed for stable operation in elevated positions and self-propelled models
travel on grades of up to twenty-four degrees.
Boom-type self-propelled elevating work platforms are especially useful for
reaching over machinery and equipment that is mounted on floors and for
reaching other elevated positions not easily approached by a vertical lifting
device. The Company produces boom-type self-propelled elevating work platform
models of various sizes with platform heights ranging up to 150 feet. The boom
may be rotated up to 360 degrees in either direction, raised or lowered from
vertical to below horizontal, and extended while the work platform remains
horizontal and stable. Vehicles on which the booms are mounted may be
maneuvered forward or backward and steered in any direction by the operator
from the work platform. Boom-type models have standard-sized work platforms,
which vary in size up to 3 by 8 feet, and the rated lift capacities range from
500 to 2,000 pounds. The distributor net price of the Company's standard
models at July 31, 1994 ranged from approximately $17,400 to $325,000.
Scissor-type self-propelled elevating work platforms are designed to provide
larger work areas, and generally to allow for heavier loads than boom-type
lifts. Scissor-type lift vehicles may be maneuvered in a manner similar to
boom-type models, but the platforms may be extended only vertically, except for
an available option that extends the deck horizontally up to 6 feet. The
scissor-type models have maximum elevation capabilities of up to 50 feet and
various platform sizes up to 6 by 14 feet. The rated lift capacities range
from 500 to 2,500 pounds. The distributor net price of the Company's standard
models at July 31, 1994 ranged from approximately $8,800 to $46,500.
In 1992, the Company began manufacturing a line of push-around elevating work
platforms used primarily in indoor maintenance applications. This line
consists of a work platform attached to an aluminum mast that extends
vertically, which in turn is mounted on either an aluminum or a steel base.
Available in various one and two-man models, these machines can be rolled in
their retracted position through standard door openings. They have maximum
elevation capabilities of up to 36 feet and rated lift capacities from 300 to
750 pounds. The distributor net price of the Company's standard models at
July 31, 1994 ranged from approximately $3,300 to $8,600.
Materials-Handling Products. The Company's materials-handling products consist
of boom truck cranes and trolley-type and articulating unloaders. The cranes
and unloaders are mounted on various commercial truck chassis or trailers and
are used primarily in construction and maintenance applications. Lifting
capacities of the various models range up to 23 tons, and with the main boom
and jib fully extended, tip heights range up to 141 feet. The distributor net
price of the Company's standard models at July 31, 1994, excluding the vehicle
on which they are mounted, ranged from approximately $18,200 to $61,600.
The Company has fourteen registered trademarks and forty-five patents and
considers them to be beneficial in its business.
Marketing
The Company's products are marketed internationally primarily through a network
of independent distributors. The Company's distributors, operating from over
three hundred locations, sell and rent the Company's products and provide
service support. The Company also sells directly through its own marketing
organizations to certain major accounts as well as to customers in parts of the
world where independent distribution is either not available or not
commercially feasible.
The Company supports the sales, service, and rental programs of its
distributors with product advertising, cooperative promotional programs, major
trade show participation, and distributor personnel training in both service
and product attributes. The Company supplements domestic sales and service
support to its international customers through its overseas facilities in the
United Kingdom and Australia.
The Company maintains a national rental fleet of elevating work platforms. The
purpose of this fleet is to assist the Company's distributors in servicing
large, one-time projects and in meeting periods of unanticipated rental demand,
and to make available more equipment to distributors with growing markets, but
limited financial resources.
Product Development
The Company invests significantly in product development and diversification,
including improvement of existing products and modification of existing
products for special applications. Product development expenditures totalled
$4,373,000, $3,385,000, and $3,628,000 for the fiscal years 1994, 1993 and
1992, respectively. New products introduced in the past two years accounted
for approximately 25% percent of fiscal 1994 machine sales.
Competition
In selling its major products, the Company experiences two types of
competition. The Company competes with more traditional means of accomplishing
the tasks performed by elevating work platforms, such as ladders, scaffolding
and other devices.
The Company believes that its elevating work platforms in many applications are
safer, more versatile and more efficient, taking into account labor costs, than
those traditional methods and that its elevating work platforms enjoy
competitive advantages when the job calls for frequent movement from one
location to another at the same site or when there is a need to return to the
ground frequently for tools and materials.
The Company competes principally with nine elevating work platform
manufacturers and three boom truck manufacturers and many manufacturers of
unloader products. Some of the Company's competitors are parts of, or are
affiliated with, companies which are larger and have greater financial
resources than the Company. The Company believes that its product quality,
customer service, experienced distribution network, national rental fleet and
reputation for leadership in product improvement and development provide the
Company with significant competitive advantages.
Executive Officers of the Registrant
Positions with the
Company (date of
Name Age initial election)
L. David Black 57 Chairman of the Board, President and
Chief Executive Officer (1993);
prior to 1993, President and Chief
Executive Officer (1991); prior to
1991, President and Chief Operating
Officer (1990) prior to 1990,
President and Chief Executive
Officer, The ARO
Charles H. Diller,Jr 49 Executive Vice President and Financial
Officer (1990); Senior Vice President and
Chief Financial Officer.
Rao G. Bollimpalli 56 Senior Vice President - Engineering
(1990); prior to 1990, Vice President -
Engineering.
Michael Swartz 50 Senior Vice President - Marketing (1990);
prior to 1990, Vice President - Marketing.
Raymond F. Treml 54 Senior Vice President - Manufacturing
(1990); prior to 1990, Vice President -
Manufacturing.
All executive officers listed above are elected to hold office for one year or
until their successors are elected and qualified, and have been employed in the
capacities noted for more than five years, except as indicated. No family
relationship exists among the above named executive officers.
Product Liability
Because the Company's products are used to elevate and move personnel and
materials above the ground, use of the Company's products involves exposure to
personal injury as well as property damage, particularly if operated carelessly
or without proper maintenance.
The Company is a party to personal injury and property damage litigation
arising out of incidents involving the use of its products. The Company's
program for fiscal 1994 to insure against exposure to such litigation is
comprised of a self-insurance retention of $5 million and catastrophic coverage
of $10 million in excess of the retention. The Company has accrued as a
reserve $8.0 million with respect to pending and potential claims for all years
in which the Company is liable under its self-insurance retention. Product
liability costs, based upon the Company's best estimate of anticipated losses,
for years ended July 31, 1994, 1993 and 1992, approximated 2.6%, 2.8% and 3.3%
of net sales, respectively.
For an additional discussion relative to product liability insurance coverage
and cost, see the note entitled Commitments and Contingencies in the Notes to
the Consolidated Financial Statements incorporated herein by reference from
page 30 of the Company's Annual Report to shareholders.
Employees
The Company had 1,620 and 1,324 persons in its employ as of July 31, 1994 and
1993, respectively. The Company believes its employee relations are good, and
it has experienced no work stoppages as a result of labor problems.
Foreign Operations
For financial information about the Company's domestic and foreign operations,
see the note entitled Industry Segment and Geographical Areas in the Notes to
the Consolidated Financial Statements incorporated herein by reference from
page 29 of the Company's Annual Report to shareholders.
ITEM 2. PROPERTIES
The Company has manufacturing plants and office space at four sites in
Pennsylvania totalling 477,000 square feet and situated on 85 acres of land. Of
this, 445,000 square feet are owned, with the remainder under a long-term
lease.
The Company owns a total of 123,000 square feet of buildings situated on 15
acres of land in the United Kingdom and Australia. With the elimination of
manufacturing overseas, these facilities have been listed for sale. Pending a
sale, the Company is subleasing 77,000 square feet in the United Kingdom and
utilizing the remainder. The Company has several international sales offices
under short-term operating leases.
The Company's McConnellsburg and Bedford, Pennsylvania facilities have been
encumbered as security for Company borrowings. See the note entitled Bank
Credit Lines and Long-Term Debt of the Notes to Consolidated Financial
Statements incorporated herein by reference from page 27 of the Company's
Annual Report to shareholders.
The Company's properties used in its operations are considered to be in good
operating condition, well-maintained and suitable for their present purposes.
ITEM 3. LEGAL PROCEEDINGS
See the note entitled Commitments and Contingencies of the Notes to
Consolidated Financial Statements incorporated herein by reference from page 30
of the Company's Annual Report to shareholders.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None
PART II
ITEM 5. MARKET FOR THE REGISTRANT'S COMMON STOCK AND RELATED SHAREHOLDER
MATTERS
The Company's Common Stock is traded on the NASDAQ National Market System under
the symbol JLGI. For information concerning security holders, the
market value of the Company's Common Stock, and dividends declared, see the
caption Common Stock Data in the Investor Information section incorporated
herein by reference from page 33 of the Company's Annual Report to
shareholders.
ITEM 6. SELECTED FINANCIAL DATA
For selected financial data, see "Eleven-Year Financial Summary" incorporated
herein by reference from pages 18 and 19 of the Company's Annual Report to
shareholders.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
"Management's Discussion and Analysis" is incorporated herein by reference from
pages 20 and 21 of the Company's Annual Report to shareholders.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The following consolidated financial statements of JLG Industries, Inc. and its
subsidiaries, are incorporated herein by reference from pages 22 to 31 of the
Company's Annual Report to shareholders.
Consolidated Balance Sheets - July 31, 1994 and 1993
Consolidated Statements of Operations - Years ended July 31, 1994,
1993 and 1992
Consolidated Statements of Shareholders' Equity - Years ended July 31, 1994,
1993 and 1992
Consolidated Statements of Cash Flows - Years ended July 31, 1994, 1993 and
1992
Notes to Consolidated Financial Statements - July 31, 1994
For information relating to the Company's quarterly results of operations, see
the note entitled Unaudited Quarterly Financial Information of the Notes
to Consolidated Financial Statements incorporated herein by reference from
page 30 of the Company's Annual Report to shareholders.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
None.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The information required by this Item 10 relating to identification of
directors is incorporated herein by reference from pages 2 through 4 of the
Company's Proxy Statement under the caption "Election of Directors."
Identification of officers is presented in Item 1 of this report under the
caption "Executive Officers of the Registrant."
ITEM 11. EXECUTIVE COMPENSATION
The information required by this Item 11 relating to executive compensation is
hereby incorporated by reference from pages 2 through 4, under the caption
"Board of Directors," and pages 5 through 11, under the caption "Executive
Compensation," of the Company's Proxy Statement.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The information required by this Item 12 relating to security ownership of
certain beneficial owners and management is hereby incorporated by reference
from pages 4 and 5 of the Company's Proxy Statement under the caption "Voting
Securities and Principal Holders." There is no required disclosure regarding
change in control.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The information required by this Item 13 relating to certain relationships and
related transactions is hereby incorporated by reference from page 12 of the
Company's Proxy Statement under the caption "Certain Transactions."
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
(a) (1) and (2) The following consolidated financial statements of the
registrant and its subsidiaries, included in the Annual Report to shareholders
for the year ended July 31, 1994, are incorporated herein by reference in Item
8.
Consolidated Balance Sheets - July 31, 1994 and 1993
Consolidated Statements of Operations - Years ended July 31, 1994, 1993
and 1992
Consolidated Statements of Shareholders' Equity - Years ended
July 31, 1994, 1993 and 1992
Consolidated Statements of Cash Flows - Years ended July 31, 1994, 1993
and 1992
Notes to Consolidated Financial Statements - July 31, 1994
The following consolidated financial schedules of the registrant and its
subsidiaries are included in Item 14(d):
Schedule VIII - Valuation and Qualifying Accounts
Schedule IX - Short-term Borrowings
Schedule X - Supplementary Income Statement Information
All other schedules for which provision is made in the applicable accounting
regulation of the Securities and Exchange Commission are not required under the
related instructions or are inapplicable and, therefore, have been omitted.
(a) (3) Listing of Exhibits
Exhibit
Number Exhibit
3.1 Certificate of incorporation of JLG Industries, Inc., which
appears as Exhibit 1 (a) to the Company's Form 10 Registration
Statement (File No. 0-8454 -- filed April 22, 1977), is hereby
incorporated by reference.
3.2 By-Laws of JLG Industries, Inc.
4.1 Trust Indenture between the Bedford County, Pennsylvania Industrial
Development Authority and the Fulton County National Bank and Trust
Company, as Trustee, which appears aa Exhibit B5 to the Company's
Form 10-K (File No. 0-8454 -- filed October 24, 1979), is hereby
incorporated by reference.
4.2 Installment Sale Agreement between Bedford County, Pennsylvania
Industrial Development Authority and JLG Industries, Inc.,
which appears as Exhibit B6 to the Company's Form 10-K (File
No. 0-8454 -- filed October 24, 1979), is hereby incorporated
by reference.
4.3 Agreement to disclose upon request.
10.1 Form of Deferred Compensation Benefit Agreement dated March 1,
1989 with certain retired key employees which appears as Exhibit 10.2
to the Company's 10-K (File No. 0-8454 -- filed October 18, 1989),
is hereby incorporated by reference.
10.2 Form of Deferred Compensation Benefit Agreement dated
March 1, 1990 with certain key employees, which appears as
Exhibit 10.4 to the Company's Form 10-K (File No. 0-8454 --
filed October 18, 1990), is hereby incorporated by reference.
10.3 Form of Deferred Compensation Benefit Agreement dated
August 15, 1990 between JLG Industries, Inc. and L. David
Black, which appears as Exhibit 10.5 to the Company's Form 10-K
(File No. 0-8454 -- filed October 18, 1990), is hereby
incorporated by reference.
10.4 Stock Redemption Agreement dated August 27, 1980, between JLG
Industries, Inc. and Paul K. Shockey, which appears as Exhibit
25 to the Company's Form S-7 (Registration No. 2-69194 -- filed
September 18, 1980), is hereby incorporated by reference.
10.5 Directors' Deferred Compensation Plan dated July 29, 1986,
which appears as Exhibit 10.5 to the Company's Form 10-K (File
No. 0-8454 -- filed October 28, 1986), is hereby incorporated by
reference.
10.6 JLG Industries, Inc. Stock Incentive Plan dated May 23, 1991,
which appears as Exhibit 10.10 to the Company's Form 10-K (File No.
0-8454 -- filed October 27, 1992), is hereby incorporated by
reference.
10.7 Credit Agreement dated December 21, 1989 among JLG Industries, Inc.,
the First National Bank of Maryland, and Philadelphia National Bank,
which appears as Exhibit 4.1 to the Company's 10-Q (File No. 0-8454
-- filed March 12, 1990), is hereby incorporated by reference.
10.8 First Modification Agreement, dated January 29, 1990 to the
Credit Agreement dated December 21, 1989 among JLG Industries,
Inc., the First National Bank of Maryland, and Philadelphia
National Bank, which appears as Exhibit 4.3 to the Company's
10-Q (File No. 0-8454 -- filed March 12, 1990), is hereby
incorporated by reference.
10.9 Second Modification Agreement, dated September 17, 1993 to the
Credit Agreement dated December 21, 1989 among JLG Industries,
Inc., the First National Bank of Maryland, and Philadelphia
National Bank, which appears as Exhibit 10.12 to the Company's 10-K
(File No. 0-8454 -- filed October 20, 1993), is hereby incorporated
by reference.
10.10 JLG Industries, Inc. Directors Stock Option Plan dated September 27,
1993, which appears as an exhibit to the Company's 1993 Proxy
Statement (File No. 0-8454 -- filed October 12, 1993), is hereby
incorporated by reference.
13 Annual Report to shareholders for year ended July 31, 1994.
22 Listing of subsidiaries.
24 Consent of independent auditors relating to the Registration
Statement on Form S-8.
(b) The Company was not required to file Form 8-K pursuant to requirements of
such form in the fourth quarter of fiscal 1994.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.
JLG INDUSTRIES, INC.
(Registrant)
By: /s/ L. David Black Date: October 12, 1994
L. David Black, Chairman of the Board, President and
Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant and in the capacities on the dates indicated.
By: /s/ Charles H. Diller, Jr. Date: October 12, 1994
Charles H. Diller, Jr., Executive Vice President,
Chief Financial Officer and Director
By: /s/ Bernard J. Kotula Date: October 12, 1994
Bernard J. Kotula, Controller
By: /s/ Charles O. Wood, III Date: October 12, 1994
Charles O. Wood, III, Director
By: /s/ E. Mason Hendrickson Date: October 12, 1994
E. Mason Hendrickson, Director
By: /s/ H. Lyle Duffey Date: October 12, 1994
H. Lyle Duffey, Director
By: /s/ Paul Shockey Date: October 12, 1994
Paul Shockey, Secretary and Director
By: /s/ George R. Kempton Date: October 12, 1994
George R. Kempton, Director
SCHEDULE VIII - VALUATION AND QUALIFYING ACCOUNTS
JLG INDUSTRIES, INC. AND SUBSIDIARIES
(thousands of dollars)
Col. A Col. B Col. C Col.D Col.E
Additions
Balance at Charged to Balance at
Beginning of Costs and Deductions- End of
Classification Period Expenses Describe(1)(2) Period
Year ended July 31, 1994:
Allowance for Doubtful Accounts $664 644 (343) $965
Year ended July 31, 1993:
Allowance for Doubtful Accounts $655 173 164 $664
Year ended July 31, 1992:
Allowance for Doubtful Accounts $497 122 (36) $655
Note:
(1)Amounts written off and transferred to other accounts in the current year.
(2)Adjustment resulting from conversion of foreign currencies.
SCHEDULE IX - SHORT-TERM DEBT
JLG INDUSTRIES, INC. AND SUBSIDIARIES
(thousands of dollars)
Col. A Col. B Col. C Col. D Col. E Col.F
Weighted Weighted
Average Maximum Amount Average Amount Average
Interest Rate Outstanding Outstanding Interest Rate
Category of Aggregate Balance at End at End During the During the During the
Short-Term Debt (1) of Period of Period Period Period (2) Period (3)
Year ended July 31, 1994 $6,173 $1,825 5.0%
Year ended July 31, 1992 $5,994 $3,912 6.8%
Notes:
(1)For information relative to short-term debt, see the note entitled Bank Credit Lines and
Long-Term Debt of the Notes to Consolidated Financial Statements incorporated herein by
reference from page 27 of the Company's Annual Report to Shareholders.
(2)There was no short-term debt outstanding at the end of any period during fiscal 1993.
(3)The weighted average interest rate for the period was computed by dividing the actual
interest expense by average short-term debt outstanding.
SCHEDULE X - SUPPLEMENTARY INCOME STATEMENT INFORMATION
JLG INDUSTRIES, INC. AND SUBSIDIARIES
(thousands of dollars)
Col. A Col. B
Item Charged to Costs and Expenses
Year Ended July 31
1994 1993 1992
Maintenance and repairs $1,643 $974 $1,297
Amounts for advertising costs, depreciation and amortization of intangible
assets, taxes other than payroll and income and royalties are not presented since
such amounts are less than 1% of total net sales.