UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 11-K
(Mark One)
[X] Annual Report Pursuant to Section 15(d) of the Securities Exchange Act of
1934
For the fiscal year ended December 31, 2001
or
[ ] Transition Report Pursuant to Section 15(d) of the Securities Exchange Act
of 1934
For the transition period from to
--------------- -----------------
COMMISSION FILE NUMBER: 0-8454
A. Full title of the plan and the address of the plan, if different from that of
the issuer named below:
THE GRADALL COMPANY HOURLY EMPLOYEES' SAVINGS AND INVESTMENT PLAN
406 MILL AVENUE, SW
NEW PHILADELPHIA, OH 44663
B. Name of issuer of the securities held pursuant to the plan and the address of
its principal executive office:
JLG INDUSTRIES, INC.
1 JLG DRIVE
MCCONNELLSBURG, PA 17233-9533
REQUIRED INFORMATION
The financial statements and related report, prepared in accordance with the
financial reporting requirements of ERISA, listed below are furnished for The
Gradall Company Hourly Employees' Savings and Investment Plan (the Plan). The
pages referred to are the numbered pages in the Plan's audited financial
statements for the years ended December 31, 2001 and 2000.
Pages
-----
Independent Auditor's Report 1
Audited Financial Statements and Supplemental Schedule 2-9
EXHIBITS
23 Consent of Independent Auditors
SIGNATURE
The Plan. Pursuant to the requirements of the Securities Exchange Act of 1934,
the trustees (or other persons who administer the employee benefit plan) have
duly caused this annual report to be signed on its behalf by the undersigned
hereunto duly authorized.
The Gradall Company
Hourly Employees' Savings
and Investment Plan
(Name of Plan)
Date: January 21, 2003 /s/ Thomas D. Singer
-------------------------------------
Thomas D. Singer
Senior Vice President, General Counsel
and Secretary
THE GRADALL COMPANY
HOURLY EMPLOYEES' SAVINGS
AND INVESTMENT PLAN
AUDITED FINANCIAL STATEMENTS
DECEMBER 31, 2001 AND 2000
CONTENTS
PAGE
----
Independent Auditor's Report ............................................ 1
Statements of Net Assets Available for Benefits
as of December 31, 2001 and 2000 ...................................... 2
Statement of Changes in Net Assets Available for Benefits
for the Year Ended December 31, 2001.................................... 3
Notes to Financial Statements ............................................ 4-8
Schedule of Assets Held for Investment Purposes at End of Year............ 9
PAGE 1
December 10, 2002
The Gradall Company Hourly Employees'
Savings and Investment Plan
New Philadelphia, OH 44663
Independent Auditor's Report
We have audited the accompanying statements of net assets available for benefits
of The Gradall Company Hourly Employees' Savings and Investment Plan as of
December 31, 2001 and 2000, and the related statement of changes in net assets
available for benefits for the year ended December 31, 2001. These financial
statements are the responsibility of the Plan's management. Our responsibility
is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the net assets available for benefits of The Gradall
Company Hourly Employees' Savings and Investment Plan as of December 31, 2001
and 2000, and the changes in its net assets available for benefits for the year
ended December 31, 2001 in conformity with accounting principles generally
accepted in the United States of America.
Our audits were conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedule of Assets Held
for Investment Purposes as the End of the Year is presented for the purpose of
additional analysis and is not a required part of the basic financial statements
but is supplementary information required by the Department of Labor's Rules and
Regulations for Reporting and Disclosure under the Employee Retirement Income
Security Act of 1974. This supplemental information is the responsibility of the
Plan's management. The supplemental information has been subjected to the
auditing procedures applied in the audits of the basic financial statements and,
in our opinion, is fairly stated in all material respects in relation to the
basic financial statements taken as a whole.
/s/ Rea & Associates, Inc.
PAGE 2
THE GRADALL COMPANY
HOURLY EMPLOYEES'SAVINGS AND INVESTMENT PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
AS OF DECEMBER 31, 2001 AND 2000
2001 2000
---------- ----------
Participant directed investments, at fair value:
Mutual Funds $8,495,882 $9,499,902
JLG stock 2 --
Participant loans 382,436 438,933
---------- ----------
Total investments 8,878,320 9,938,835
Receivables:
Contributions - employees 16,339 25,225
---------- ----------
Net assets available for benefits $8,894,659 $9,964,060
========== ==========
The accompanying notes are an integral part of these statements.
PAGE 3
THE GRADALL COMPANY
HOURLY EMPLOYEES' SAVINGS AND INVESTMENT PLAN
STATEMENT OF CHANGES IN NET ASSETS
AVAILABLE FOR BENEFITS
FOR THE YEAR ENDED DECEMBER 31, 2001
ADDITIONS:
Investment income:
Net depreciation
in fair value $ (592,108)
Interest and dividends 97,701
Contributions - employees 546,463
-----------
Total additions 52,056
DEDUCTIONS:
Distributions to participants (1,127,443)
Administrative expenses (100)
-----------
Total deductions (1,127,543)
Net decrease prior to transfers (1,075,487)
Transfers from other plans 6,086
-----------
Net decrease (1,069,401)
NET ASSETS AVAILABLE FOR
BENEFITS, beginning of year 9,964,060
-----------
NET ASSETS AVAILABLE FOR
BENEFITS, end of year $ 8,894,659
===========
The accompanying notes are an integral part of these statements.
PAGE 4
THE GRADALL COMPANY
HOURLY EMPLOYEES' SAVINGS
AND INVESTMENT PLAN
NOTES TO FINANCIAL STATEMENTS
NOTE 1: PLAN DESCRIPTION
The following brief description of The Gradall Company Hourly
Employees' Savings and Investment Plan (the "Plan") is provided for
general information purposes only. Participants should refer to the
Plan document for more complete information.
Organization
The Plan was established effective January 1, 1987 and is a defined
contribution plan covering all eligible hourly employees of The
Gradall Company (the "Company"). The purpose of the Plan is to
provide retirement and other benefits to eligible employees. The Plan
is subject to the provisions of the Employee Retirement Income
Security Act of 1974 ("ERISA").
Administration
The Plan is administered by an Advisory Committee (the "Committee")
consisting of three employees of the Company. The Committee
interprets the Plan document, establishes procedures to implement
provisions of the Plan, approves benefit payments due participants,
and authorizes other disbursements from the Plan. The Committee has
engaged Mass Mutual Life Insurance Company as custodian (the
"Custodian") for the Plan assets.
Participation
Hourly employees are eligible to participate in the Plan beginning
the first January 1 or July 1 after completion of three months of
service. Upon enrollment in the Plan, a participant may direct
employee contributions in 5% increments in any of twelve investment
options, including JLG Industries, Inc. ("JLG") stock. The Company is
a subsidiary of JLG.
Participants may change their investment options at any time, via
telephone or Internet.
Participant Loans
Participants may borrow from their fund accounts a minimum of $1,000
up to a maximum equal to the lesser of $50,000 or 50% of their
account balance. Loan transactions are treated as a transfer to
(from) the investment fund from (to) the loan fund. Loan terms range
from 1-5 years. The loans are secured by the balance in the
participant's account and bear interest at a rate commensurate with
local prevailing rates as determined quarterly by the Committee.
Interest rates are based on prime plus one percent. Principal and
interest are paid ratably through monthly payroll deductions.
Contributions
The Plan provides for contributions by employees, through salary
reductions. There are no employer matching contributions.
Each participating employee elects to enter into a written salary
reduction agreement with the Company, thereby contributing to his or
her salary reduction account a whole percentage of compensation per
payroll period, not to exceed 15% of gross compensation up to a
maximum of $10,500.
PAGE 5
THE GRADALL COMPANY
HOURLY EMPLOYEES' SAVINGS
AND INVESTMENT PLAN
NOTES TO FINANCIAL STATEMENTS
NOTE 1: PLAN DESCRIPTION (Continued)
Distributions
Participants' accounts are payable upon attaining age 59 1/2 and
election by the participant or age 70 1/2 with or without an election
by the participant, termination of employment, retirement due to
permanent physical disability, or at death. The Plan allows a
participant to apply a portion of any contributions made to the
participant's account toward the purchase of whole life insurance
policies which designate the trustees as the owners of the policies;
however, the policies are for the sole benefit of the participant or
his/her beneficiary. The cash surrender value of these policies is
not included in plan assets. A non-hardship withdrawal of the
participant's salary reduction account is also allowed upon
attainment of age 59 1/2 by filing a written request with the plan
administrator at least thirty days prior to the proposed withdrawal
date. The Plan also provides for the withdrawal, less any earned
interest, of the participant's salary reduction account or the vested
portion of his/her employer account in certain hardship situations.
Participant Accounts
Each participant's account is credited with the participant's
contribution and an allocation of plan earnings. Allocations are
based on participant earnings or account balances, as defined. The
benefit to which a participant is entitled is the benefit that can be
provided from the participant's vested account.
Vesting
Participants are immediately vested in their contributions plus
actual earnings thereon.
NOTE 2: SUMMARY OF ACCOUNTING PRINCIPLES
The financial statements have been prepared in conformity with
accounting principles generally accepted in the United States.
Basis of Accounting
The accompanying financial statements have been prepared on the
accrual basis of accounting.
Estimates
The preparation of financial statements in conformity with generally
accepted accounting principles requires the Committee to make
estimates and assumptions that affect certain reported amounts and
disclosures. Accordingly, actual results may differ from those
estimates.
Investment Valuation
The Plan's investments are stated at fair value. Shares of registered
investment companies are valued at quoted market prices, which
represent the net asset value of shares held by the Plan at year end.
Participant notes receivable are valued at cost which approximates
fair value.
Administrative Costs
All costs of administering the Plan are paid by the Company.
PAGE 6
THE GRADALL COMPANY
HOURLY EMPLOYEES' SAVINGS
AND INVESTMENT PLAN
NOTES TO FINANCIAL STATEMENTS
NOTE 3: INVESTMENTS
The following presents investments that represent 5% or more of the
Plan's net assets:
2001
Mutual Funds:
MM Money Market $1,679,495
MM Growth Equity 1,532,411
MM Large Cap Growth 1,224,761
Quest Balanced 1,103,314
MM Small Cap Growth 662,826
MM Int'l Equity 540,177
MM Mid Cap Growth II 503,551
2000
Mutual Funds:
Morley Capital Stable Value Fund $1,799,521
Washington Mutual 1,318,963
Wilshire Target Large Growth 1,317,325
PIMCO Mid Cap Growth 631,192
Alliance Premier Growth 619,527
Oppenheimer Quest for Value Balanced Fund 571,344
Janus Advisor Balanced Fund 537,166
Munder Index 500 526,502
During 2001 and 2000, the Plan's investments (including gains and
losses on investments bought and sold, as well as held during the
year) appreciated (depreciated) in value as follows:
2001 2000
--------- ---------
Mutual Funds $(592,108) $(916,128)
========= =========
NOTE 4: TAX STATUS
The Plan obtained its latest determination letter on March 9, 1995,
in which the Internal Revenue Service stated that the Plan, as then
designed, was in compliance with the applicable requirements of the
Internal Revenue Code. The Plan has been amended since receiving the
determination letter. However, the Committee believes that the Plan
is currently designed and being operated in compliance with the
applicable requirements of the Internal Revenue Code. Therefore, no
provision for income taxes has been included in the Plan's financial
statements.
PAGE 7
THE GRADALL COMPANY
HOURLY EMPLOYEES' SAVINGS
AND INVESTMENT PLAN
NOTES TO FINANCIAL STATEMENTS
NOTE 5: TERMINATION OF THE PLAN
The Company intends to continue the Plan indefinitely; however, the
Company reserves the right to reduce, suspend or discontinue
contributions to the Plan or to terminate the Plan at any time by
vote of its Board of Directors. Upon termination of the Plan, all
amounts credited to the participants' accounts shall become fully
vested. Timing of distribution of Plan assets would be determined by
the Company's Board of Directors.
NOTE 6: REPORTABLE TRANSACTIONS
All contributions made to the Plan are deposited with the Custodian
who invests them as directed by the participants. Therefore, all
transactions with the Custodian are considered to be reportable
transactions, as defined by the Department of Labor.
NOTE 7: OTHER INVESTMENT INCOME
The Plan permits participants to apply a portion of any contributions
made to their account toward the purchase of whole life insurance
policies which designate the trustees as the owners of the policies;
however, the policies are for the sole benefit of the participants or
their beneficiaries. Accordingly, the cash surrender value of these
policies is not included as a plan asset, and the investment income
earned by the policies is not included in plan earnings. When
participants elect, however, to cancel their policies, the
accumulated cash surrender value is allocated to their plan account
balances in the same manner as contributions. This policy surrender
income represents all of the income classified as other investment
income.
NOTE 8: RECONCILIATION OF FINANCIAL STATEMENTS TO SCHEDULE H OF FORM 5500
The following is a reconciliation of net assets available for
benefits per the financial statements at December 31, 2001 to
Schedule H of Form 5500:
2001
----------
Net assets available for benefits per the financial statements $8,894,659
Contributions receivable - employees (16,339)
----------
Net assets available for benefits per Schedule H to the Form 5500 $8,878,320
==========
PAGE 8
THE GRADALL COMPANY
HOURLY EMPLOYEES' SAVINGS
AND INVESTMENT PLAN
NOTES TO FINANCIAL STATEMENTS
NOTE 8: RECONCILIATION OF FINANCIAL STATEMENTS TO SCHEDULE H OF FORM 5500
(Continued)
The following is a reconciliation of contributions received per the
financial statements for the year ended December 31, 2001 to Schedule
H of Form 5500:
Contributions received per the financial statements $546,463
Contributions receivable per the financial statements at December 31, 2001 (16,339)
Contributions receivable per the financial statements at December 31, 2000 25,225
--------
Contributions received per Schedule H of Form 5500 $555,349
========
Contributions are recorded on Schedule H of Form 5500 in the year
they are received.
PAGE 9
THE GRADALL COMPANY
HOURLY EMPLOYEES' SAVINGS
AND INVESTMENT PLAN
ID# 34-1405233
Form 5500 - Plan 005
December 31, 2001
Part I Schedule of Assets Held for Investment Purposes at End of Year
(a) (b) (c) (d) (e)
Identity of issue, borrower, lessor, etc. Description Cost Current Value
- ------ ----------------------------------------- ---------------------- ---------- -------------
* MassMutual Group Annuity Contract
Outside Fund $378,428 $370,526
Outside Fund 422,137 440,003
SIA-LC 600,050 662,826
SIA-LG 1,675,072 1,679,502
SIA-LI 514,021 540,177
SIA-LJ 1,151,729 1,224,761
SIA-LL 1,462,906 1,532,411
SIA-LV 355,649 388,755
SIA-NB 1,085,440 1,103,314
SIA-NM 48,232 49,932
SIA-W9 457,861 503,551
Participant Loans 6.000000 - 10.50000 382,436
THE GRADALL COMPANY
HOURLY EMPLOYEES' SAVINGS
AND INVESTMENT PLAN
EXHIBIT INDEX
Exhibit No. Description
- ----------- -----------
23 Consent of Independent Auditors