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 October 31, 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 December 10, 2001 was
42,147,510.
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......................... 9
Item 3. Quantitative and Qualitative Disclosures about
Market Risk................................................. 11
Independent Accountants' Review Report.................................... 12
PART II
Item 4. Submission of Matters to a Vote of Security Holders............ 13
Item 6. Exhibits and Reports on Form 8-K............................... 14
Signature ............................................................... 14
PART I FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
JLG INDUSTRIES, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands, except per share data) October 31, July 31,
2001 2001
----------- ----------
(Unaudited)
ASSETS
Current assets
Cash and cash equivalents $ 9,209 $ 9,254
Accounts receivable - net 151,578 189,913
Finance receivables - net 21,643 16,760
Inventories 183,262 189,841
Other current assets 23,521 18,787
--------- ---------
Total current assets 389,213 424,555
Property, plant and equipment - net 97,254 98,403
Equipment held for rental - net 28,543 20,002
Finance receivables 106,470 115,071
Goodwill - net 140,164 140,164
Other assets 27,754 27,394
--------- ---------
$ 789,398 $ 825,589
========= =========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities
Short-term debt $ 1,820 $ 22,193
Accounts payable 83,564 76,723
Accrued expenses 67,856 70,887
--------- ---------
Total current liabilities 153,240 169,803
Long-term debt, less current portion 253,414 276,994
Accrued post-retirement benefits 24,048 23,757
Other long-term liabilities 9,952 9,601
Provisions for contingencies 12,981 11,993
Shareholders' equity
Capital stock:
Authorized shares: 100,000 at $.20 par
Issued and outstanding shares: 42,142; fiscal 2001 - 42,144 8,428 8,429
Additional paid-in capital 14,263 14,256
Retained earnings 321,552 319,607
Unearned compensation (3,102) (3,377)
Accumulated other comprehensive income (5,378) (5,474)
--------- ---------
Total shareholders' equity 335,763 333,441
--------- ---------
$ 789,398 $ 825,589
========= =========
The accompanying notes are an integral part of these financial statements.
1
JLG INDUSTRIES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(in thousands, except per share data)
(Unaudited)
Three Months Ended
October 31,
2001 2000
--------- ---------
Revenues
Net sales $ 150,206 $ 231,466
Rentals 2,807 1,242
Financial products 3,149 2
--------- ---------
156,162 $ 232,710
Cost of sales 126,102 180,220
--------- ---------
Gross profit 30,060 52,490
Selling and administrative expenses 19,850 21,904
Product development expenses 3,258 3,915
Goodwill amortization -- 1,492
--------- ---------
Income from operations 6,952 25,179
Other income (deductions):
Interest expense (4,338) (4,056)
Miscellaneous, net 917 (476)
--------- ---------
Income before taxes 3,531 20,647
Income tax provision 1,165 7,639
--------- ---------
Net income $ 2,366 $ 13,008
========= =========
Earnings per common share $ .06 $ .30
========= =========
Earnings per common share -
assuming dilution $ .06 $ .30
========= =========
Cash dividends per share $ .01 $ .01
========= =========
The accompanying notes are an integral part of these financial statements.
2
JLG INDUSTRIES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
(Unaudited) Three Months Ended
October 31,
2001 2000
--------- ---------
OPERATIONS
Net income $ 2,366 $ 13,008
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 5,096 7,338
Other 1,871 2,968
Changes in selected working capital items:
Accounts receivable 38,634 (15,700)
Inventories 6,612 (40,057)
Other operating assets and liabilities (751) (19,278)
Changes in finance receivables 3,468 --
Changes in other assets and liabilities (1,110) (6,650)
--------- ---------
Cash flow from operating activities 56,186 (59,379)
INVESTMENTS
Net purchases of property, plant and equipment (3,200) (2,857)
Net change in equipment held for rental (9,298) (3,778)
Proceeds from sale of joint venture -- 4,000
--------- ---------
Cash flow from investing activities (12,498) (2,635)
FINANCING
Net (decrease) increase in short-term debt (20,374) 12,017
Issuance of long-term debt 110,000 110,400
Repayment of long-term debt (133,578) (61,152)
Payment of dividends (421) (437)
Purchase of common stock -- (9,444)
Exercise of stock options and issuance of restricted awards 249 180
--------- ---------
Cash flow from financing activities (44,124) 51,564
CURRENCY ADJUSTMENTS
Effect of exchange rate changes on cash 391 (903)
--------- ---------
CASH
Net change in cash and cash equivalents (45) (11,353)
Beginning balance 9,254 25,456
--------- ---------
Ending balance $ 9,209 $ 14,103
========= =========
The accompanying notes are an integral part of these financial statements.
3
JLG INDUSTRIES, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
OCTOBER 31, 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 three-month period ended October 31, 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, 2001.
RECLASSIFICATIONS
Certain prior year amounts in the condensed consolidated financial statements
have been reclassified to conform to the presentation used for fiscal 2002.
GOODWILL
Effective August 1, 2001, the Company elected early adoption of Statement of
Financial Accounting Standards No. 142, "Goodwill and Other Intangible Assets".
Under SFAS No. 142, goodwill and intangible assets deemed to have indefinite
lives will no longer be amortized but will be subject to annual impairment
tests. Other intangible assets will continue to be amortized over their useful
lives. In the year of adoption, SFAS No. 142 requires the first step of the
goodwill impairment test to be completed within the first six months of adoption
and the final step to be completed within twelve months. The Company has not
completed the first step of the goodwill impairment test, but will perform the
test during the second quarter of fiscal 2002.
The following table sets forth the reconciliation of reported net income to
adjusted net income and the adjusted earnings per common share, as if SFAS No.
142 had been adopted, for the three months ended October 31, 2000:
Net income - reported $13,008
Add: Goodwill amortization 1,492
-------
Net income - adjusted $14,500
=======
Adjusted earnings per common share $ .34
=======
Adjusted earnings per common share - assuming dilution $ .33
=======
4
Effective August 1, 2001, the Company adopted the provisions of Emerging Issues
Task Force 00-25, "Vendor Income Statement Characterization of Consideration
Paid to a Reseller of the Vendor's Products". As a result of the adoption, the
Company now classifies the costs associated with sales incentives provided to
retailers as a reduction in net sales. These costs were previously included in
selling, general and administrative expenses. This reclassification was not
material to the applicable individual line items of the financial statements and
had no impact on reported income before income taxes, net income or income per
share amounts.
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 October 31, 2001, must
necessarily be based on management's estimate of expected fiscal year-end
inventory levels and costs.
Inventories consist of the following:
October 31, July 31,
2001 2001
----------- --------
Finished goods $133,684 $137,500
Raw materials and work in process 53,852 56,185
-------- --------
187,536 193,685
Less LIFO provision 4,274 3,844
-------- --------
$183,262 $189,841
======== ========
FINANCE RECEIVABLES
Finance receivables primarily represent sales-type leases resulting from the
sale of the Company's products. The net investment in finance receivables was as
follows at:
October 31, July 31,
2001 2001
----------- --------
Gross finance receivables $ 123,643 $ 123,124
Estimated residual value 38,448 45,067
--------- ---------
162,091 168,191
Unearned income (32,770) (35,402)
--------- ---------
Net finance receivables $ 129,321 $ 132,789
========= =========
5
BASIC AND DILUTED EARNINGS PER SHARE
The following table sets forth the computation of basic and diluted earnings per
share for the three months ended October 31:
2001 2000
------- -------
Net income $ 2,366 $13,008
======= =======
Denominator for basic earnings per share --
weighted average shares 41,814 43,185
Effect of dilutive securities - employee stock options and
unvested restricted shares 599 315
------- -------
Denominator for diluted earnings per share --
weighted average shares adjusted for
dilutive securities 42,413 43,500
======= =======
Earnings per common share $ .06 $ .30
======= =======
Earnings per common share - assuming dilution $ .06 $ .30
======= =======
During the quarter ended October 31, 2001, options to purchase 2.5 million
shares of capital stock at a range of $10.91 to $21.94 were not included in the
computation of diluted earnings per share because exercise prices for the
options were more 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 the three
months ended October 31:
2001 2000
-------- --------
Net income $ 2,366 $ 13,008
Aggregate translation adjustment 96 (1,018)
-------- --------
$ 2,462 $ 11,990
======== ========
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 reconditioned
equipment. The Company evaluates performance and allocates resources based on
operating profit before interest, miscellaneous income/expense and income 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.
6
Business segment information consisted of the following for the three months
ended October 31:
2001 2000
--------- ---------
External revenues:
Machinery $ 132,330 $ 209,693
Equipment services 23,832 23,017
--------- ---------
$ 156,162 $ 232,710
========= =========
Segment profit (loss):
Machinery $ 4,429 $ 29,291
Equipment services 8,823 7,782
General corporate (6,300) (11,894)
--------- ---------
$ 6,952 $ 25,179
========= =========
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. Revenues by geographic area were as follows for the three months
ended October 31:
2001 2000
--------- ---------
United States $ 107,422 $ 183,105
Europe 39,086 36,053
Other 9,654 13,552
--------- ---------
$ 156,162 $ 232,710
========= =========
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 2002 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 $100
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 insurance claims adjustment 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 $19.1 million and $17.8 million were established at
October 31, 2001 and July 31, 2001, 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 October 31, 2001 and July 31, 2001, there
were no insurance recoverables or offset implications and there were no claims
by the Company being contested by insurers.
At October 31, 2001, the Company is a party to multiple agreements whereby it
guarantees $87.0 million in indebtedness of others. Under the terms of these and
various related agreements, upon the occurrence
7
of certain events, the Company generally has the ability, among other things, to
take possession of the underlying assets and/or make demand for reimbursement
from other parties for any payments made by the Company under these agreements.
At October 31, 2001, the Company had a reserve established of $3.6 million
related to these agreements. The Company believes that it is unlikely that it
would experience losses under these agreements that are materially in excess of
this reserve amount.
8
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
RESULTS FOR THE FIRST QUARTERS OF FISCAL 2002 AND 2001
Revenues for the first quarter of fiscal 2002 were $156.2 million, down 32.9%
from the $232.7 million in the comparable year-ago period. The decline in
consolidated revenues is principally due to a decline in machinery sales, which
for the current year quarter were $132.3 million a decrease of $77.4 million, or
36.9%, from the $209.7 million for the comparable prior year quarter. This
decrease is principally attributable to reduced United States aerial work
platform and material handler sales resulting from a weakened economy and
related factors affecting demand for these products. Partially offsetting this
decline were stronger European aerial work platform sales resulting from an
increase in market share and the weakening of the U. S. dollar against the Euro
and increased excavator sales due to first quarter shipments that were
rescheduled from the fourth quarter of fiscal 2001. Equipment Services revenues
for the current year quarter were $23.8 million, an increase of $815,000, or
3.5%, from the $23.0 million for the comparable prior year quarter. The increase
is principally attributable to increased revenues from financing activities and
equipment rentals partially offset by lower sales of used equipment.
Domestic revenues for the first quarter of fiscal 2002 were $107.4 million, down
41.3% from the comparable year-ago period revenues of $183.1 million.
International revenues for the first quarter of fiscal 2002 were $48.7 million,
down 1.7% from the corresponding quarter of the previous year primarily because
the Company recognized revenue related to the sale of its interest in a
Brazilian joint venture in the first quarter of fiscal 2001. Partially
offsetting the decrease was an 8.3% increase in European sales for the first
quarter of fiscal 2002 compared to the corresponding quarter of the previous
year.
The Company's revenues by product (in thousands) consisted of the following for
the first quarter ended October 31:
2001 2000
-------- --------
Aerial work platforms $105,659 $177,327
Material handlers 14,104 20,368
Excavators 12,567 11,998
Financing and leasing activities and after-sales service and support
including parts sales, equipment rentals, used equipment sales and
reconditioned equipment 23,832 23,017
-------- --------
$156,162 $232,710
======== ========
Gross profit margin was 19.2% for the first quarter of fiscal 2002 compared to
the prior year quarter's 22.6%. The principal contributors to this reduction
were competitive pricing pressures, the lower production volumes on the
decreased sales volume and the step-variable nature of expenses such as
warranty, product liability and inventory reserves.
Selling, administrative and product development expenses as a percent of sales
were 14.8% for the current year first quarter compared to 11.1% for the prior
year first quarter. In absolute dollars, these expenses were $2.7 million lower
for the current quarter then they were in the first quarter of fiscal 2001
principally resulting from lower pension charges, advertising expenses and bonus
costs.
9
Pursuant to the early adoption of SFAS No. 142, the Company no longer amortizes
goodwill. This resulted in a reduction of $1.5 million in goodwill amortization
during the first quarter of fiscal 2002 compared to the prior year first
quarter.
Miscellaneous income included currency losses of $268,000 in the first quarter
of fiscal 2002 compared to $2.1 million in the corresponding prior year period.
The decrease in currency losses in the first quarter of fiscal 2002 compared to
the prior year first quarter is primarily attributable to the weakening U.S.
dollar against the Euro and Australian dollar. The prior 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 33% for the current year first quarter compared to
37% for the prior year first quarter. The change in the effective tax rate is
primarily attributable to the early adoption of SFAS No. 142 that eliminated the
amortization of goodwill, which is not deductible for income tax purposes.
FINANCIAL CONDITION
Cash flow from operating activities was $56.2 million for the first quarter of
fiscal 2002 compared to cash used of $59.4 million for the first quarter of
fiscal 2001. The fiscal 2002 increase in cash flow primarily resulted from
decreases in accounts receivable due to lower sales volumes, reductions in
inventory levels as a result of production adjustments and manpower reductions,
and an increase in accounts payable.
Investing activities during the first quarter of fiscal 2002 used $12.5 million
of cash compared to $2.6 million for last year's first quarter. The increase in
cash usage was principally due to an increase in expenditures for equipment held
for rental. In addition, the prior year period included proceeds of $4.0 million
from the sale of the Company's interest in its Brazilian joint venture.
Financing activities used cash of $44.1 million for the first quarter of fiscal
2002 compared to cash provided from financing activities of $51.6 million for
the first quarter of fiscal 2001. The increase in cash used by financing
activities was largely attributable to a reduction in debt levels. The prior
year period included the repurchase of 777 thousand shares of the Company's
capital stock at an aggregate cost of $9.4 million.
At October 31, 2001, the Company had unused credit lines totaling $124.6
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.
In addition to measuring its cash flow generation and usage based upon the
operating, investing, and financing classifications included in the Condensed
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, unrealized currency gains or losses and changes in accounts
receivable securitization and off-balance sheet debt. The Company modified the
definition of free cash flow during the first quarter of fiscal 2002 to include
changes in accounts receivable securitization and off-balance sheet debt. During
the first quarter of fiscal 2002, the Company had free cash flow of $57 million
compared to negative free cash flow of $56 million for the
10
corresponding period in fiscal 2001. The change in free cash flow was
attributable principally to the same factors impacting cash flow as described
above.
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. The
Company undertakes no obligation to publicly update or revise any
forward-looking statements.
Management expects that an economic recovery will not occur until the second
half of calendar year 2002 rather than in the spring or summer as previously
anticipated. Despite continuing recessionary conditions and uncertainty in
credit and financial markets, the Company has developed a range of specific
downturn plans in which it expects to remain profitable for the year with a
focus on strong positive cash flow. Overall, the Company's current best estimate
is that the United States aerial work platforms and telehandlers markets to be
lower by approximately 30 to 35% and 20%, respectively, for fiscal year 2002.
Traditionally, the European market has lagged the United States market and the
Company is projecting this market will also be lower. However, market conditions
may change abruptly and visibility remains limited. Management expects to be
able to provide updated guidance closer to the end of the second quarter when it
should to have additional visibility for spring season orders as some of the
Company's larger customers firm up their capital plans for the coming year.
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 October 31, 2001 consisted of $252.3 million in variable
rate borrowing, $45.8 million in accounts receivable securitization and $2.9
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 $1.3 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, 2001.
11
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 October 31, 2001, and the related condensed consolidated
statements of income and cash flows for the three-month periods ended October
31, 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 generally accepted 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 generally accepted 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, 2001, 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 10, 2001, except for the note
entitled "Bank Credit Lines and Long-term Debt" as to which the date is October
8, 2001, 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, 2001, 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
November 13, 2001
12
PART II OTHER INFORMATION
ITEMS 1 - 3 AND 5
None/not applicable.
ITEM 4
The Company held its Annual Meeting of Shareholders on November 15, 2001.
Management solicited proxies for the election of eight directors and for
ratification of the appointment of Ernst & Young LLP as the Company's
independent auditors for the 2002 fiscal year. Of the 42,141,677 shares of
capital stock outstanding on the record date, 36,847,386 or 87% were voted in
person or by proxy at the meeting date.
The tabulated results are set forth below:
Election of directors
For Against
--- -------
R. V. Armes 36,442,119 405,267
G. R. Kempton 36,443,019 404,367
W. M. Lasky 36,440,068 407,318
J. A. Mezera 36,385,596 461,790
S. Rabinowitz 36,442,819 404,567
R. C. Stark 36,442,719 404,667
T. C. Wajnert 36,444,019 403,367
C. O. Wood, III 36,408,797 438,589
Ratification of the appointment of Ernst & Young LLP as independent auditors for
the 2002 fiscal year.
For Against Abstain
--- ------- -------
36,217,459 581,790 48,137
13
ITEM 6 -- EXHIBITS AND REPORTS ON FORM 8-K
(a) The following exhibits are included herein:
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 October 31, 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
14