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 SALARIED 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 Salaried 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 2-8
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
Salaried 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
SALARIED 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 ........................................... 4-7
Schedule of Assets Held for Investment Purposes at Year End.............. 8
PAGE 1
December 10, 2002
The Gradall Company Salaried 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 Salaried 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 Salaried 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
SALARIED 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 $10,775,478 $10,340,411
JLG stock 211 -
Participant loans 225,688 169,417
----------- -----------
Total investments 11,001,377 10,509,828
Receivables:
Contributions - employees 31,833 30,657
- employer 5,077 8,087
----------- -----------
Total receivables 36,910 38,744
Cash - 30,597
----------- -----------
Net assets available for benefits $11,038,287 $10,579,169
=========== ===========
The accompanying notes are an integral part of these statements.
PAGE 3
THE GRADALL COMPANY
SALARIED 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 $ (867,360)
Interest and dividends 82,135
------------
(785,225)
Contributions - employees 1,216,817
- employer 155,433
------------
1,372,250
------------
Total additions 587,025
DEDUCTIONS:
Administrative Expenses (150)
Distributions to participants (600,088)
------------
Net decrease prior to transfers (13,213)
Transfers from other plans 472,331
------------
Net increase 459,118
NET ASSETS AVAILABLE FOR
BENEFITS, beginning of year 10,579,169
------------
NET ASSETS AVAILABLE FOR
BENEFITS, end of year $ 11,038,287
============
The accompanying notes are an integral part of these statements.
PAGE 4
THE GRADALL COMPANY
SALARIED EMPLOYEES' SAVINGS
AND INVESTMENT PLAN
NOTES TO FINANCIAL STATEMENTS
NOTE 1: PLAN DESCRIPTION
The following brief description of The Gradall Company Salaried
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.
General
The Plan was established effective January 1, 1987 and is a defined
contribution plan covering all eligible salaried employees of The
Gradall Company (the "Company") and all eligible employees of the
Company's subsidiary, The Gradall Orrville 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 Massachusetts Mutual Life Insurance Company as custodian (the
"Custodian") for the Plan assets.
Participation
Each employee shall be 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 and employer contributions in 5% increments in any of
thirteen 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 only. The Plan also provides for a discretionary
contribution as determined by the Company. During 2001, the Company
elected to make contributions for the eligible employees of The
Gradall Orrville Company. The amount of the contribution was based on
the number of hours worked by each employee. The Company has made no
other discretionary contributions to the Plan for 2001 or 2000.
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
SALARIED 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 any 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
excluded from 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, the Company's contribution, and an allocation of Plan
earnings. Allocations are based on participant earnings, hours
worked, 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 100% vested in their contribution, the
Company's contributions and earnings.
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 mutual
funds 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
SALARIED 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 Growth Equity $2,344,592
MM Large Cap Growth 1,706,247
Quest Balanced 1,248,545
MM Money Market 1,217,668
MM Small Cap Growth 932,489
MM Mid Cap Growth II 861,184
MM Focused Value 777,023
Vanguard Institutional Index 720,034
2000
Mutual Funds:
Wilshire Target Large Growth $1,675,602
Washington Mutual 1,516,955
Alliance Premier Growth 1,327,167
Morley Capital Stable Value Fund 975,503
Munder Index 500 816,593
PIMCO Mid Cap Growth 755,296
Dreyfus Emerging Leaders Fund 580,933
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 $(867,360) $(1,323,167)
========= ===========
NOTE 4: TAX STATUS
The Plan obtained its latest determination letter on June 5, 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
SALARIED 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. Timing of distribution of Plan assets
would be determined by the Company's Board of Directors.
PAGE 8
THE GRADALL COMPANY
SALARIED EMPLOYEES' SAVINGS
AND INVESTMENT PLAN
ID# 34-1405233
Form 5500 - Plan 004
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 $269,892 $264,375
Outside Fund 692,395 720,034
SIA-LC 848,700 932,489
SIA-LG 1,214,524 1,217,672
SIA-LI 495,742 519,417
SIA-LJ 1,605,910 1,706,247
SIA-LL 2,239,360 2,344,592
SIA-LV 720,009 777,023
SIA-NB 1,229,201 1,248,545
SIA-NM 163,484 167,776
SIA-W9 791,143 861,184
* State Street Brokerage SDBA 6,420
SDBA Pending 9,340
Participant Loans 6.000000 - 10.50000 225,688
THE GRADALL COMPANY
SALARIED EMPLOYEES' SAVINGS
AND INVESTMENT PLAN
EXHIBIT INDEX
Exhibit No. Description
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23 Consent of Independent Auditors