1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) [X] Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended April 30, 2001 or [ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to --------------- -------------- Commission file number: 0-8454 JLG INDUSTRIES, INC. (Exact name of registrant as specified in its charter) PENNSYLVANIA 25-1199382 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 1 JLG Drive, McConnellsburg, PA 17233-9533 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (7l7) 485-5161 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 --- --- The number of shares of capital stock outstanding as of June 12, 2001 was 41,923,939 2 TABLE OF CONTENTS PART 1 Item 1. Financial Information....................................... 1 Condensed Consolidated Balance Sheets....................... 1 Condensed Consolidated Statements of Income................. 2 Condensed Consolidated Statements of Cash Flows....................................................... 3 Notes to Condensed Consolidated Financial Statements.................................................. 4 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations......................... 7 Item 3. Quantitative and Qualitative Disclosures about Market Risk................................................. 10 Independent Accountants' Review Report................................. 11 PART II Item 6. Exhibits and Reports on Form 8-K............................ 12 Signature ............................................................ 12 3 PART I FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS JLG INDUSTRIES, INC. CONDENSED CONSOLIDATED BALANCE SHEETS (in thousands) April 30, July 31, 2001 2000 ---------- --------- (Unaudited) ASSETS Current assets Cash and cash equivalents $ 9,728 $ 25,456 Trade receivables-net 202,303 172,511 Inventories 276,929 147,991 Other current assets 14,567 10,594 --------- --------- Total current assets 503,527 356,552 Property, plant and equipment - net 101,347 105,879 Equipment held for rental - net 12,537 12,153 Lease receivables - net 35,689 -- Goodwill - net 141,655 145,867 Other assets 24,588 33,136 --------- --------- $ 819,343 $ 653,587 ========= ========= LIABILITIES AND SHAREHOLDERS' EQUITY Current liabilities Short-term debt $ 20,109 $ 9,184 Accounts payable 97,362 116,616 Accrued expenses 59,939 64,829 --------- --------- Total current liabilities 177,410 190,629 Long-term debt 262,956 89,118 Accrued post-retirement benefits 23,612 22,943 Other long-term liabilities 9,987 12,623 Provisions for contingencies 17,629 14,223 Shareholders' equity Capital stock: Authorized shares: 100,000 at $.20 par Issued shares: 41,924 fiscal 2000 - 43,648 8,385 8,729 Additional paid-in capital 11,879 12,514 Retained earnings 314,386 308,966 Unearned compensation (1,108) (1,474) Accumulated other comprehensive income (5,793) (4,684) --------- --------- Total shareholders' equity 327,749 324,051 --------- --------- $ 819,343 $ 653,587 ========= ========= The accompanying notes are an integral part of these financial statements. 1 4 JLG INDUSTRIES, INC. CONDENSED CONSOLIDATED STATEMENTS OF INCOME (in thousands, except per share data) (Unaudited) Three Months Ended Nine Months Ended April 30, April 30, 2001 2000 2001 2000 --------- --------- --------- --------- Net sales $ 219,473 $ 291,564 $ 682,276 $ 716,427 Cost of sales 172,295 227,604 541,133 561,300 --------- --------- --------- --------- Gross profit 47,178 63,960 141,143 155,127 Selling and administrative expenses 19,616 24,518 65,646 70,234 Product development expenses 3,904 3,842 11,924 11,444 Goodwill amortization 1,529 1,546 4,508 4,633 --------- --------- --------- --------- Income from operations 22,129 34,054 59,065 68,816 Other income (deductions): Interest expense (6,335) (5,891) (16,443) (14,791) Miscellaneous, net 1,143 482 2,719 545 --------- --------- --------- --------- Income before taxes 16,937 28,645 45,341 54,570 Income tax provision 6,276 10,517 16,776 20,109 --------- --------- --------- --------- Net income $ 10,661 $ 18,128 $ 28,565 $ 34,461 ========= ========= ========= ========= Earnings per common share $ .26 $ .41 $ .68 $ .79 ========= ========= ========= ========= Earnings per common share - assuming dilution $ .25 $ .40 $ .67 $ .76 ========= ========= ========= ========= Cash dividends per share $ .01 $ .01 $ .03 $ .025 ========= ========= ========= ========= The accompanying notes are an integral part of these financial statements. 2 5 JLG INDUSTRIES, INC. CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (in thousands) (Unaudited) Nine Months Ended April 30, 2001 2000 --------- --------- Operations Net income $ 28,565 $ 34,461 Adjustments to reconcile net income to cash flow from operating activities: Gain on sale of joint venture (1,008) -- Non-cash charges and credits: Depreciation and amortization 19,885 20,104 Other 6,477 3,672 Changes in selected working capital items: Trade receivables (29,903) (83,919) Inventories (128,929) (64,166) Other operating assets and liabilities (28,001) (4,280) Lease receivables (35,689) -- Changes in other assets and liabilities (16) (307) --------- --------- Cash flow from operating activities (168,619) (94,435) Investments Net purchases of property, plant and equipment (8,737) (16,723) Additions to equipment held for rental (19,904) (24,293) Retirements of equipment held for rental 17,402 26,526 Proceeds from sale of joint venture 4,000 -- --------- --------- Cash flow from investing activities (7,239) (14,490) Financing Net increase in short-term debt 10,923 4,675 Issuance of long-term debt 417,287 283,087 Repayment of long-term debt (243,446) (186,289) Payment of dividends (1,279) (1,106) Purchase of common stock (22,201) (6,789) Exercise of stock options and issuance of restricted awards (529) 1,435 --------- --------- Cash flow from financing activities 160,755 95,013 Currency Adjustments Effect of exchange rate changes on cash (625) (590) --------- --------- Cash Net change in cash and cash equivalents (15,728) (14,502) Beginning balance 25,456 19,033 --------- --------- Ending balance $ 9,728 $ 4,531 ========= ========= The accompanying notes are an integral part of these financial statements. 3 6 JLG INDUSTRIES, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS APRIL 30, 2001 (in thousands, except per share data) (Unaudited) BASIS OF PRESENTATION The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all information and notes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Interim results for the nine month period ended April 30, 2001 are not necessarily indicative of the results that may be expected for the fiscal year as a whole. For further information, refer to consolidated financial statements and notes thereto included in the Company's annual report on Form 10-K for the fiscal year ended July 31, 2000. INVENTORIES AND COST OF SALES A precise inventory valuation under the LIFO (last-in, first-out) method can only be made at the end of each fiscal year; therefore, interim LIFO inventory valuation determinations, including the determination at April 30, 2001, must necessarily be based on management's estimate of expected fiscal year-end inventory levels and costs. Inventories consist of the following: April 30, July 31, 2001 2000 -------- -------- Finished goods $214,927 $ 97,858 Raw materials and work in process 63,517 52,775 -------- -------- 278,444 150,633 Less LIFO provision 1,515 2,642 -------- -------- $276,929 $147,991 ======== ======== REPURCHASE OF CAPITAL STOCK During the nine months ended April 30, 2001, the Company repurchased 1.7 million shares of its capital stock at an aggregate cost of $22.2 million. At April 30, 2001, the Company had Board authorization to repurchase an additional 2.5 million shares of its capital stock. 4 7 BASIC AND DILUTED EARNINGS PER SHARE The following table sets forth the computation of basic and diluted earnings per share for each of the periods ended April 30: Three Months Ended Nine Months Ended April 30, April 30, 2001 2000 2001 2000 ------- ------- ------- ------- Net income $10,661 $18,128 $28,565 $34,461 ======= ======= ======= ======= Denominator for basic earnings per share -- weighted average shares 41,699 43,701 42,271 43,897 Effect of dilutive securities - employee stock options and unvested restricted shares 572 1,986 531 1,746 ------- ------- ------- ------- Denominator for diluted earnings per share -- weighted average shares adjusted for dilutive securities 42,271 45,687 42,802 45,643 ======= ======= ======= ======= Earnings per common share $ .26 $ .41 $ .68 $ .79 ======= ======= ======= ======= Earnings per common share - assuming dilution $ .25 $ .40 $ .67 $ .76 ======= ======= ======= ======= During the quarter ended April 30, 2001, options to purchase 1.1 million shares of capital stock with exercise prices ranging from $13.69 to $21.94 were not included in the computation of diluted earnings per share because the exercise prices were greater than the average market price of the capital stock. COMPREHENSIVE INCOME On an annual basis, comprehensive income is disclosed in the Statement of Shareholders' Equity. This statement is not presented on a quarterly basis. The following table sets forth the components of comprehensive income for each of the periods ended April 30: Three Months Ended Nine Months Ended April 30, April 30, 2001 2000 2001 2000 ------- ------- ------- ------- Net income $10,661 $18,128 $28,565 $34,461 Aggregate currency translation adjustment (456) 572 368 600 ------- ------- ------- ------- $10,205 $18,700 $28,933 $35,061 ======= ======= ======= ======= SEGMENT INFORMATION The Company has organized its business into two segments consisting of manufactured products and services. The Machinery segment contains the design, manufacture and sale of new equipment, and the Equipment Services segment contains financing and leasing activities and after-sales service and support, including parts sales, equipment rentals, used equipment sales and rebuilt equipment. The Company evaluates performance and allocates resources based on operating profit before interest, miscellaneous income/expense and income 5 8 taxes. Intersegment sales and transfers are not significant. The accounting policies of the reportable segments are the same as those described in the summary of significant accounting policies. Business segment information consisted of the following for each of the periods ended April 30: Three Months Ended Nine Months Ended April 30, April 30, 2001 2000 2001 2000 --------- --------- --------- --------- External sales: Machinery $ 189,636 $ 260,953 $ 590,929 $ 620,870 Equipment services 29,837 30,611 91,347 95,557 --------- --------- --------- --------- $ 219,473 $ 291,564 $ 682,276 $ 716,427 ========= ========= ========= ========= Segment profit (loss): Machinery $ 25,617 $ 35,528 $ 71,674 $ 74,070 Equipment services 3,585 10,168 15,907 29,346 General corporate (7,073) (11,642) (28,516) (34,600) --------- --------- --------- --------- $ 22,129 $ 34,054 $ 59,065 $ 68,816 ========= ========= ========= ========= The Company manufactures its products in the United States and sells these products globally, but principally in North America, Europe, Australia and South America. No single foreign country is significant to the consolidated operations. Sales by geographic area were as follows for each of the periods ended April 30: Three Months Ended Nine Months Ended April 30, April 30, 2001 2000 2001 2000 -------- -------- -------- -------- United States $168,775 $227,156 $520,681 $538,994 Europe 38,487 49,431 124,409 131,948 Other 12,211 14,977 37,186 45,485 -------- -------- -------- -------- $219,473 $291,564 $682,276 $716,427 ======== ======== ======== ======== COMMITMENTS AND CONTINGENCIES 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 insurance program for fiscal year 2001 is comprised of a self-insured retention of $7 million for domestic claims, insurance coverage of $2 million for international claims and catastrophic coverage for domestic and international claims of $75 million in excess of the retention and international primary coverage. The Company contracts with an independent firm to provide claims handling and adjustment services. The Company's estimates with respect to claims are based on internal evaluations of the merits of individual claims and the reserves assigned by the Company's independent firm. The methods of making such estimates and establishing the resulting accrued liability are reviewed frequently, and any adjustments resulting therefrom are reflected in current earnings. Claims are paid over varying periods, which generally do not exceed five years. Accrued liabilities for future claims are not discounted. With respect to all product liability claims of which the Company is aware, accrued liabilities of $17.3 million and $16.1 million were established at April 30, 2001 and July 31, 2000, respectively. While the Company's ultimate liability may exceed or be less than the amounts accrued, the Company believes that it is unlikely that it would experience losses that are materially in excess of such reserve amounts. As of April 30, 2001 and July 31, 2000, there were no insurance recoverables or offset implications and there were no claims by the Company being contested by insurers. 6 9 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS RESULTS FOR THE THIRD QUARTERS OF FISCAL 2001 AND 2000 Sales for the third quarter of fiscal 2001 were $219.5 million, a decrease of 25% over the $291.6 million in the comparable year-ago period. Machinery sales for the current quarter were $189.6 million, a decrease of $71.4 million, or 27%, from the $261.0 million for the comparable prior year quarter. The decrease is principally attributable to lower aerial work platform and material handler sales. Equipment Services sales for the current year quarter were $29.8 million, a slight decrease from the $30.6 million for the comparable prior year quarter. Domestic sales for the third quarter of fiscal 2001 were $168.8 million, down 26% from the comparable year-ago period sales of $227.2 million. International sales for the third quarter of fiscal 2001 were $50.7 million, a decrease of 21% from the corresponding quarter of the previous year. The Company's sales by product (in thousands) consisted of the following for the third quarter ended April 30: 2001 2000 -------- -------- Aerial work platforms $149,250 $204,448 Material handlers 23,660 40,409 Excavators 16,726 16,096 Financing and leasing activities and after-sales service and support, including parts sales, equipment rentals, used equipment sales and rebuilt equipment 29,837 30,611 -------- -------- $219,473 $291,564 ======== ======== Gross profit margin was 21.5% for the third quarter of fiscal 2001 compared to the prior year quarter's 21.9%. The principal contributors to this reduction were the effect of a sale-leaseback of rental fleet assets; the lower sales volume and the fixed nature of certain manufacturing costs; and the strengthening of the U. S. dollar against foreign currencies, particularly the Euro, British pound and Australian dollar. These reductions were partially offset by ongoing cost savings initiatives and improved pricing. Selling, administrative and product development expenses as a percent of sales were 10.7% for the current year third quarter compared to 9.7% for the prior year third quarter. In terms of dollars, these expenses were $4.8 million lower for the current quarter principally resulting from lower advertising, bonus and legal costs. The current quarter also includes the effect of the capitalization of software costs. In addition, the comparable year ago period included higher retirement plan charges resulting from early retirements and consulting costs. The effective tax rate was 37% for the current and prior year quarters. RESULTS FOR THE FIRST NINE MONTHS OF FISCAL 2001 AND 2000 Sales for the first nine months of fiscal 2001 were $682.3 million, down 5% over the $716.4 million in the comparable year-ago period. Machinery sales for the first nine months of fiscal 2001 were $590.9 million, a decrease of $30.0 million or 5% from the $620.9 million for the comparable prior year period. The decrease is principally attributable to lower aerial work platform and material handler sales. Equipment Services sales for the current year nine months were $91.3 million, a decrease of $4.2 million or 4% from the $95.6 million for the comparable prior year period. The first nine months of fiscal 2001 included the sale-leaseback of rental fleet assets in which the profit is deferred and amortized over the lease terms, while the same period of fiscal 2000 benefited from several large sales. 7 10 Domestic sales for the first nine months of fiscal 2001 were $520.7 million, down 3% from the comparable year-ago period sales of $539.0 million. International sales for the first nine months of fiscal 2001 were $161.6 million, down 9% from the corresponding period of the previous year. The Company's sales by product (in thousands) consisted of the following for the nine months ended April 30: 2001 2000 -------- -------- Aerial work platforms $485,484 $496,858 Material handlers 60,651 78,899 Excavators 44,794 45,113 Financing and leasing activities and after-sales service and support, including parts sales, equipment rentals, used equipment sales and rebuilt equipment 91,347 95,557 -------- -------- $682,276 $716,427 ======== ======== Gross profit margin was 20.7% for the first nine months of fiscal 2001 compared to the prior year period's 21.7%. The principal contributors to this reduction were the strengthening of the U. S. dollar against foreign currencies, particularly the Euro, British pound and Australian dollar, competitive pricing pressures and the effect of the rental fleet sale-leaseback transactions. These reductions were partially offset by ongoing cost savings initiatives. Selling, administrative and product development expenses as a percent of sales were 11.4% for the first nine months of fiscal 2001 and 2000. In terms of dollars, these expenses were $4.1 million lower for the current quarter principally resulting from lower advertising, bonus and legal costs during the current year nine months. The current year period also includes the effect of the capitalization of software costs. Partially offsetting these decreases were higher consulting costs and pension charges resulting from early retirements in the comparable year ago period. The increase in interest charges of $1.7 million for the first nine months of fiscal 2001 compared to the same period of last year was principally due to increased investment in inventories and receivables. Miscellaneous expense included currency losses of $519 thousand in the first nine months of fiscal 2001 compared to $1.8 million in the corresponding prior year period. The current year period also benefited from a $1.0 million gain on the sale of the Company's interest in its Brazilian joint venture. The effective tax rate was 37% for the current and prior year periods. FINANCIAL CONDITION Cash flow used in operating activities was $168.6 million for the first nine months of fiscal 2001 versus $94.4 million in the comparable period of fiscal 2000. The increase in cash usage was primarily driven by increased investment in receivables and inventories. Receivables reflect higher financing activities and extended payment terms which were partially offset by $48.5 million in securitization. The Company has implemented production adjustments to significantly reduce inventories by the end of its fiscal year. Investing activities during the first nine months of fiscal 2001 used $7.2 million of cash compared to $14.5 million for last year's comparable period. The improvement in cash used by investing activities for the first nine months of fiscal 2001 resulted principally from lower capital expenditures compared to the prior year period. 8 11 Financing activities provided cash of $160.8 million for the first nine months of fiscal 2001 compared to $95.0 million for the first nine months of fiscal 2000. The increase in cash provided from financing activities largely resulted from higher borrowings under the Company's credit facilities due to the working capital investments discussed above. Pursuant to the Company's share repurchase program, the first nine months of fiscal 2001 included the repurchase of 1.7 million shares at an aggregate cost of $22.2 million. At April 30, 2001, the Company had unused credit lines totaling $91.3 million. In order to meet its future cash requirements, the Company intends to use internally generated funds and to borrow under its credit facilities. Based on its forecasting process, the Company believes that these resources will be sufficient to meet its cash requirements over the next 12 months, including $8.6 million in capital expenditures and start-up costs related to commencing aerial work platform assembly in Europe. In addition to measuring its cash flow generation and usage based upon the operating, investing, and financing classifications included in the Consolidated Statements of Cash Flows, the Company also measures its free cash flow. Free cash flow, a measure commonly employed by the financial community, is defined by the Company as cash flow from operating activities less capital expenditures including equipment held for rental, plus proceeds from the disposal of assets and unrealized currency gains or losses. During the first nine months of fiscal 2001, the Company had negative free cash flow of $175.5 million compared to negative free cash flow of $108.0 million for the corresponding period in fiscal 2000. The Company's exposure to product liability claims is discussed in the note entitled Commitments and Contingencies of the Notes to Condensed Consolidated Financial Statements of this report. Future results of operations, financial condition and liquidity may be affected to the extent that the Company's ultimate exposure with respect to product liability varies from current estimates. OUTLOOK This Outlook section and other parts of this Management's Discussion and Analysis contain forward-looking information and involve certain risks and uncertainties that could significantly impact expected results. Certain important factors that, in some cases have affected, and in the future could affect, the Company's results of operations and that could cause such future results of operations to differ are described in "Cautionary Statements Pursuant to the Securities Litigation Reform Act" which is an exhibit to this report. Economic factors affecting demand for the Company's products remain mixed. Nonetheless, management's expectations for the fourth quarter and beginning of fiscal 2002 compared to the prior periods are that North American demand for aerial work platforms and telescopic material handlers will decline and that sources of financing for North America and European customers to purchase the Company's equipment will continue to be more limited. Accordingly, following a managed reduction of production levels during the first half of the quarter, on June 14, 2001, the Company announced a broader plan to reposition its operations to more appropriately align its costs with its business and further enhance the Company's competitive advantage. The plan includes the permanent closure of one of two facilities in Bedford, Pennsylvania, during the first quarter of fiscal 2002. Operations at this 75,000-square-foot facility will relocate to other Company plants where improved manufacturing processes have increased capacity and flexibility. The closing will result in a reduction of approximately 265 people over the course of the next two months. In addition, aligning the workforce with current economic conditions at other facilities will result in a further reduction of approximately 370 people during the fourth quarter for a total of 635 people. The broad plan involves an estimated one-time pre-tax charge of $16 million to be taken in the fiscal fourth quarter. Of the $16 million, approximately $5 million is associated with the personnel reductions and plant closing, $9 million reflects current period charges due to idle facilities associated with the fourth quarter production shutdowns and a revaluation of used equipment inventory, primarily non-JLG branded units. The 9 12 remaining $2 million includes costs relating to restructuring of existing distribution relationships in Europe and the Pacific Rim regions. Finished goods inventories are unaffected by the charge, but will be significantly reduced by fourth quarter-end due to lower production levels and projected sales. Cash charges total $6 million out of the $16 million. The estimated impact on fourth quarter earnings will be $.24 per diluted share. Updating its previously announced plans for European sourcing and manufacturing, the Company also announced that it intends to open a European aerial work platform assembly facility in Belgium during the first quarter of fiscal year 2002. Management believes this initiative will enable the Company to enhance its manufacturing, customer service and support by the establishment of a European based manufacturing and procurement capability and to potentially obtain other cost reductions through local incentive programs. Management anticipates a reduction in the Company's freight costs and lead times as well as better insight and increased responsiveness to the Company's customer base in Europe. In addition, management expects that local sourcing of components will provide a natural hedge to fluctuations in selling prices resulting from currency swings. ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK The Company is exposed to market risk from changes in interest rates and foreign currency exchange rates, which could affect its future results of operations and financial condition. The Company manages exposure to these risks principally through its regular operating and financing activities. While the Company is exposed to changes in interest rates as a result of its outstanding debt, the Company does not currently utilize any derivative financial instruments related to its interest rate exposure. Total interest bearing liabilities at April 30, 2001 consisted of $279 million in variable rate borrowing, $49 million in accounts receivable securitization and $4 million in fixed rate borrowing. At the current level of variable rate borrowing, a hypothetical 10% increase in interest rates would decrease pre-tax current year earnings by approximately $2.0 million on an annual basis. A hypothetical 10% change in interest rates would not result in a material change in the fair value of the Company's fixed rate debt. The Company does not have a material exposure to financial risk from using derivative financial instruments to manage its foreign currency exposures. For additional information, reference is made to Item 7 in the Company's annual report on Form 10-K for the fiscal year ended July 31, 2000. 10 13 INDEPENDENT ACCOUNTANTS' REVIEW REPORT The Board of Directors JLG Industries, Inc. We have reviewed the accompanying condensed consolidated balance sheet of JLG Industries, Inc. as of April 30, 2001, and the related condensed consolidated statements of income for the three month and nine-month periods ended April 30, 2001 and 2000 and the condensed consolidated statements of cash flows for the nine-month periods ended April 30, 2001 and 2000. These financial statements are the responsibility of the Company's management. We conducted our reviews in accordance with standards established by the American Institute of Certified Public Accountants. A review of interim financial information consists principally of applying analytical procedures to financial data, and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with auditing standards generally accepted in the United States, which will be performed for the full year with the objective of expressing an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion. Based on our reviews, we are not aware of any material modifications that should be made to the accompanying condensed consolidated financial statements referred to above for them to be in conformity with accounting principles generally accepted in the United States. We have previously audited, in accordance with auditing standards generally accepted in the United States, the consolidated balance sheet of JLG Industries, Inc. as of July 31, 2000, and the related consolidated statements of income, shareholders' equity, and cash flows for the year then ended (not presented herein), and in our report dated September 6, 2000, we expressed an unqualified opinion on those consolidated financial statements. In our opinion, the information set forth in the accompanying condensed consolidated balance sheet as of July 31, 2000, is fairly stated, in all material respects, in relation to the consolidated balance sheet from which it has been derived. /s/ Ernst & Young LLP Baltimore, Maryland May 14, 2001 11 14 PART II OTHER INFORMATION ITEMS 1 - 5 None/not applicable. ITEM 6 -- EXHIBITS AND REPORTS ON FORM 8-K (a) The following exhibits are included herein: 10.1 JLG Industries, Inc. Supplemental Executive Retirement Plan Effective September 6, 2000 10.2 JLG Industries, Inc. Stock Incentive Plan, amended and restated as of May 23, 2001 15 Letter re: Unaudited Interim Financial Information 99 Cautionary Statements Pursuant to the Securities Litigation Reform Act (b) The Company was not required to file Form 8-K pursuant to requirements of such form for any of the three months ended April 30, 2001. SIGNATURE Pursuant to the requirements 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 who is also signing in his capacity as principal financial officer. JLG INDUSTRIES, INC. (Registrant) /s/ James H. Woodward, Jr. --------------------------- James H. Woodward, Jr. Senior Vice President and Chief Financial Officer 12