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:
JLG Industries, Inc. Employees' Retirement Savings Plan
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
JLG INDUSTRIES, INC.
EMPLOYEES' RETIREMENT SAVINGS PLAN
FINANCIAL REPORT
DECEMBER 31, 2001
C O N T E N T S
FINANCIAL REPORT
Audit Report 1
Statements of Net Assets Available for Plan Benefits 2
Statements of Changes in Net Assets Available for Plan Benefits 3
Notes to Financial Statements 4-9
Supplemental Schedule of Assets Held for Investment Purposes 10
Supplemental Schedule of Reportable Transactions 11
INDEPENDENT AUDITOR'S REPORT
Administrative Committee and Trustees
JLG Industries, Inc. Employees'
Retirement Savings Plan
McConnellsburg, Pennsylvania
We have audited the accompanying statements of net assets
available for Plan benefits of the JLG Industries, Inc. Employees' Retirement
Savings Plan (Plan) as of December 31, 2001 and 2000, and the related statements
of changes in net assets available for Plan benefits for the years then ended.
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 Plan as of December 31, 2001 and 2000, and the changes in its net assets
available for benefits for the years then ended, 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
schedules of Assets Held for Investment Purposes and Reportable Transactions are
presented for the purpose of additional analysis and are not a required part of
the basic financial statements, but are 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. These supplemental
schedules are the responsibility of the Plan's management. The supplemental
schedules have been subjected to the auditing procedures applied in the audit of
the basic financial statements for the year ended December 31, 2001 and, in our
opinion, are fairly stated in all material respects in relation to the basic
financial statements taken as a whole.
/s/ SMITH ELLIOTT KEARNS & COMPANY, LLC
Chambersburg, Pennsylvania
August 28, 2002
JLG INDUSTRIES, INC.
EMPLOYEES' RETIREMENT SAVINGS PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
DECEMBER 31,
2001 2000
------------ ------------
ASSETS
INVESTMENTS:
Cash $ 349,419 $ --
Participant Directed:
Mutual funds 74,463,997 77,087,057
Invision Tech Inc. common stock 17,874 --
OSI Systems Inc. common stock 21,888 --
JLG Industries, Inc. common stock 20,190,702 22,798,041
Participant loans 1,856,860 1,517,793
------------ ------------
RECEIVABLES: 96,900,740 101,402,891
------------ ------------
Employer contribution receivable -- 4,949,674
Interest and dividends receivable 9,941 66,403
------------ ------------
9,941 5,016,077
------------ ------------
TOTAL ASSETS/NET ASSETS AVAILABLE FOR
PLAN BENEFITS $ 96,910,681 $106,418,968
============ ============
The Notes to Financial Statements are an integral
part of these financial statements.
-2-
JLG INDUSTRIES, INC.
EMPLOYEES' RETIREMENT SAVINGS PLAN
STATEMENTS OF CHANGES IN NET ASSETS
AVAILABLE FOR PLAN BENEFITS
YEAR ENDED DECEMBER 31,
2001 2000
------------- -------------
ADDITIONS:
Employee contributions $ 4,072,221 $ 4,866,789
Employer contributions 1,463,226 6,716,963
------------- -------------
5,535,447 11,583,752
Investment income 1,633,509 6,476,764
------------- -------------
7,168,956 18,060,516
------------- -------------
DEDUCTIONS:
Benefit payments 10,306,260 5,800,057
Administrative expenses 64,252 55,637
------------- -------------
10,370,512 5,855,694
------------- -------------
Net realized and unrealized gains and (losses) on investments (6,306,731) (19,567,474)
------------- -------------
NET (DECREASE) IN NET ASSETS AVAILABLE FOR PLAN
BENEFITS (9,508,287) (7,362,652)
NET ASSETS AVAILABLE FOR PLAN BENEFITS
AT BEGINNING OF YEAR 106,418,968 113,781,620
------------- -------------
NET ASSETS AVAILABLE FOR PLAN BENEFITS
AT END OF YEAR $ 96,910,681 $ 106,418,968
============= =============
The Notes to Financial Statements are an integral
part of these financial statements.
-3-
NOTES TO FINANCIAL STATEMENTS
NOTE A - DESCRIPTION OF THE PLAN
The JLG Industries, Inc. Employees' Retirement Savings Plan ("Plan") is a
defined contribution plan which covers substantially all domestic
employees of JLG Industries, Inc., U.S. Truck Cranes, Inc., JLG Equipment
Services, Inc., Access Financial Solutions, Inc. and JLG Manufacturing,
LLC (collectively the "Company"). The Plan is subject to the provisions
of the Employee Retirement Income Security Act of 1974 ("ERISA").
The Plan consists of two parts: a 401(k) savings feature and Company
profit sharing contributions. The 401(k) savings feature provides for
both participants' pre-tax contributions and the Company's matching
contributions. Participants may elect to make pre-tax contributions up to
14% of their eligible compensation. Participants may also contribute
amounts representing distributions from other qualified defined benefit
or defined contribution plans. The Company matches participants'
contributions at a rate of $.50 for every $1.00 contributed up to a
maximum of 5% of the participants' eligible compensation. Profit sharing
contributions are based upon the profitability of the Company and the
amounts are as determined at the discretion of the Board of Directors of
JLG Industries, Inc.
Participants become vested in their account balances as follows:
immediate and full vesting of their 401(k) contributions and graduated
vesting in their profit sharing and Company matching contributions.
Participants become fully vested in their Company matching 401(k)
contributions, profit sharing accounts, and company stock accounts after
four years of service, with 25% vesting after two years, 50% vesting
after three years, and 100% vesting after four years of service. Upon
termination of employment, the participants receive the vested portion of
their accounts in accordance with Plan provisions.
If hired after October 2001, employees become participants in the Plan on
the first day of the month following 30 days of employment. Participants'
accounts are credited with their 401(k) contributions and the Company's
profit-sharing and 401(k) matching contributions. Participants also
receive allocations of Plan earnings or losses and forfeitures of
terminated participants' nonvested profit sharing accounts. Allocations
of Plan earnings are based upon participants' average account balances.
Forfeitures are allocated on the basis of participants' eligible
compensation. Forfeitures of terminated participants' nonvested Company
matching 401(k) contributions are used to reduce the Company's future
matching contributions.
As of October 1, 2001, participant-directed contributions were directed
from existing mutual funds into the 13 investment options described
below. Participants may change their investment elections daily in 5%
increments. The accounts of participants who do not make such an election
are automatically invested in the Stable Value Fund.
SHORT TERM/STABLE VALUE FUND (MM MONEY MARKET): This fund seeks current
income consistent with liquidity and the preservation of principal. It
invests primarily in short-term debt instruments with a remaining
maturity not exceeding 397 days. The most common types are U.S. Treasury
bills (T-bills) issued by the U.S. government, commercial paper issued by
corporations, and certificates of deposit (CDs) issued by banks and other
savings institutions. David L. Babson and Company Inc. is the investment
manager of the fund.
-4-
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
NOTE A - DESCRIPTION OF THE PLAN (CONTINUED)
FIXED INCOME FUND (PIMCO TOTAL RETURN): This fund seeks maximum total
return, consisting of current income and price appreciation, consistent
with preservation of capital and prudent investment management. The fund
invests primarily in investment-grade debt securities, including U.S.
Government bonds, corporate bonds, mortgage-backed bonds, and money
market instruments. The fund may also invest a portion of its assets in
high-yield securities and non-U.S. securities. The average duration, or
interest rate sensitivity, of the fund is between three and six years
normally within one and a half years of the bond market as a whole.
Pacific Investment Management Company LLC is the investment manager of
the fund.
BALANCED FUND (OPPENHEIMER QUEST BALANCED VALUE): This fund invests in
equity and fixed-income securities in pursuit of capital growth and
current income. Typically, a large portion of the fund will be invested
in the stock of 15 - 30 large, well-established, undervalued companies.
Under normal conditions, the portion of the fund invested in equity
securities might range from 50% - 75%. OppenheimerFunds, Inc. is the
investment manager of the fund, and OpCap Advisors is an adviser to the
OppenheimerFunds.
LARGE CAP VALUE FUND (MM LARGE CAP VALUE): This fund invests in common
stocks of growing companies with market capitalizations greater than $5
billion. The manager seeks to invest in stocks that are selling at
discounted valuations and to hold them for the long term. Davis Selected
Advisers, L.P. is the investment manager of the fund.
LARGE CAP CORE INDEX FUND (VANGUARD INSTITUTIONAL INDEX): This fund holds
all of the 500 stocks that make up the unmanaged Standard & Poor's 500
Composite Stock Price Index, a widely recognized benchmark of U.S. stock
market performance, in proportion to their weighting in the index. The
fund attempts to match the performance of the index and remains fully
invested in stocks at all times. Though the fund seeks to match the
index, its performance typically can be expected to fall short by a small
percentage representing operating costs. The Vanguard Group, Inc. is the
investment manager of the fund.
LARGE CAP GROWTH FUND (MM GROWTH EQUITY): This fund invests in stocks of
companies that offer long-term growth. Fundamental analysis identifies
well-run, growing companies that have strong management, a successful
track record, long-term earnings growth, and potential for market
leadership. MFS Investment Management is the investment manager of the
fund.
MID CAP VALUE FUND (MM FOCUSED VALUE): This fund invests in equity
securities of medium-sized U.S. companies that are trading at significant
discounts. The fund normally holds fewer stocks than a diversified fund,
and will concentrate among 18 - 22 stocks. The fund may invest up to 25%
of its total assets in securities of non-U.S. issuers. Harris Associates,
L.P. is the investment manager of the fund.
-5-
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
NOTE A - DESCRIPTION OF THE PLAN (CONTINUED)
MID CAP GROWTH FUND (MM MID CAP GROWTH II): This fund invests in stocks
of companies with medium-sized market capitalizations that have proven
products or services and above-average earnings. The fund's emphasis is
on companies with strong balance sheets and the cash flow to fund growth.
T. Rowe Price Associates is the investment manager of the fund.
SMALL CAP VALUE EQUITY FUND (DLB SMALL CO. OPPORTUNITIES): This fund
invests in equity securities of micro cap companies with market
capitalizations, when purchased, or under $250 million. The manager
selects companies with above-average returns on assets and equity, low
debt, and well-regarded management. David L. Babson and Company Inc. is
the investment manager of the fund.
SMALL CAP GROWTH EQUITY FUND (MM SMALL CAP GROWTH): This fund invests in
stocks of smaller companies believed to offer potential for long-term
growth. The fund is co-managed by J.P. Morgan Investment Management, Inc.
and Waddell & Reed Investment Management Company.
INTERNATIONAL/GLOBAL FUND (MM INTERNATIONAL EQUITY FUND): This fund
invests in common stocks of varied-sized companies located in Europe, the
Far East, and emerging markets. Oppenheimer is manager of the fund. Stock
selection is guided by economic, political, and social influences in the
international community that dictate long-term growth trends.
COMPANY STOCK FUND: This fund invests in JLG common stock. Additional
information about this fund appears in the body of the Combined Summary
Plan Description and Prospectus. Mass Mutual manages this fund.
SELF-DIRECTED BROKERAGE ACCOUNT: This investment option permits a
participant to select his own investments. State Street Brokerage
provides brokerage services to this account. The account does not have an
investment manager. Instead, the participant is responsible for selecting
and monitoring his or her own investments. Additional information about
this fund appears in the body of the Combined Summary Plan Description
and Prospectus.
Participants may borrow from their accounts a minimum of $500 up to the
lesser of $50,000 or 50% of their vested account balance. Loan terms
generally do not exceed five years. Loans are secured by the balance in
the participant's account and bear interest at a reasonable rate to be
determined at the time the loan begins based on prevailing market rates.
Principal and interest is paid ratable through payroll deductions.
On termination of service, a participant may elect to receive either a
lump-sum amount equal to the value of the participant's vested interest
in his or her account or a life annuity.
Although it has not expressed any intent to do so, the Company has the
right to terminate the Plan subject to the provisions of ERISA. In the
event of such termination, the net assets of the Plan are to be
distributed in accordance with the provisions of the Plan, but in no
event shall any amounts be returned to the Company.
-6-
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
NOTE A - DESCRIPTION OF THE PLAN (CONTINUED)
The Plan is administered by the Administrative Committee of JLG
Industries, Inc. Employees' Retirement Savings Plan. JLG Industries, Inc.
(the Corporation) may pay all or part of the administrative expenses of
the Plan. Any expenses not paid by the Corporation shall be paid out of
Plan assets.
The foregoing description of the Plan provides only general information.
Participants should refer to the Summary Plan Description or Plan
agreement for a more complete description of the Plan's provisions.
Copies are available from the Company's Human Resources Department.
NOTE B - SIGNIFICANT ACCOUNTING POLICIES
BASIS OF ACCOUNTING
The accounting records of the Plan are maintained on an accrual basis.
Interest and dividend income is recognized when earned, and benefits are
recognized when paid.
USE OF ESTIMATES
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of net assets and disclosure
of contingent assets and liabilities at the date of the financial
statements and the reported amounts of contributions, earning, expenses
and benefit payments during the reporting period. Actual results could
differ from those estimates.
INVESTMENT VALUATION
Investments are stated at aggregate market value. Securities which are
traded on a national securities exchange are valued at the last reported
sales price on the last business day of the year. The Plan's investments
in mutual funds are valued at the aggregate of the quoted market prices
of the underlying securities.
Purchases and sales of securities are reflected on a trade-date basis.
The unrealized difference in market value from one year to the next and
realized gains and losses are recognized as net appreciation
(depreciation) in fair value of investments in the accompanying
statements of changes in net assets available for benefits.
FORFEITED ACCOUNTS
For the years ended December 31, 2001 and 2000, forfeitures of Company
matching 401(k) contributions totaling $0 and $102,788, respectively,
were used to offset employer contributions.
RECLASSIFICATION IN FINANCIAL STATEMENTS
The 2000 financial statements include certain reclassifications to
conform to the current year reporting practices.
-7-
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
NOTE C - INVESTMENTS
Investments that represent five percent or more of the Plan's net assets
available for plan benefits at the beginning of the year are as follows:
DECEMBER 31, 2001
-----------------
Vanguard Institutional Index $20,277,924
Oppenheimer Quest Balanced 15,684,045
Mass Mutual Mid Cap Growth 10,488,762
Mass Mutual Money Market 23,890,142
*JLG Industries, Inc. Common Stock 20,190,702
DECEMBER 31, 2000
-----------------
Norwest Bank Stable Value Fund $13,370,907
Dodge & Cox Balanced Fund 14,070,001
Vanguard Institutional Index Trust 500 Fund 25,982,461
AIM Constellation Fund 15,282,555
AIM Short-Term Investment Company
Prime Portfolio Money Market Fund 8,036,579
*JLG Industries, Inc. Common Stock 22,798,041
* Represents a party in interest/nonparticipant directed
During the years ended December 31, 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 by ($6,306,731)
and ($19,567,474), respectively.
YEAR ENDED DECEMBER 31
2001 2000
----------- ------------
Mutual funds $(6,397,968) $ (7,644,847)
Common stock 91,237 (11,922,627)
----------- ------------
$(6,306,731) $(19,567,474)
=========== ============
NOTE D - NONPARTICIPANT-DIRECTED INVESTMENTS
Information about the net assets and the significant components of the
changes in net assets relating to the nonparticipant-directed investments
is as follows:
DECEMBER 31
2001 2000
----------- ------------
Net Assets:
Common Stock $20,190,702 $22,798,041
YEAR ENDED DECEMBER 31
2001 2000
----------- ------------
Changes in Net Assets
Dividends $ 74,782 $ 100,376
Net appreciation (depreciation) 137,885 (11,922,627)
Benefits paid to participants (2,134,664) (834,063)
Transfers and other changes (685,342) (31,206)
----------- ------------
$(2,607,339) $(12,687,520)
=========== ============
-8-
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
NOTE E - OBLIGATIONS DUE TERMINATED/RETIRED PARTICIPANTS
The amounts due terminated and retired participants with vested interests
as of December 31, 2001 and 2000 were $1,980,203 and $1,451,812,
respectively.
NOTE F - TAX STATUS
The Internal Revenue Service has determined and informed the Company by
letter dated July 18, 2002, that the Plan and related trust are designed
in accordance with applicable sections of the Internal Revenue Code.
NOTE G - RECONCILIATION OF FINANCIAL STATEMENTS TO FORM 5500
The following is a reconciliation of investment income and net realized
and unrealized gains (losses) listed on the financial statements to
categories of income used on the Form 5500.
YEAR ENDED DECEMBER 31
2001 2000
------------ ------------
FINANCIAL STATEMENT PRESENTATION
Investment income $ 1,633,509 $ 6,476,764
Net realized and unrealized
gains and (losses) on
investments (6,306,731) (19,567,474)
------------ ------------
Total $ (4,673,222) $(13,090,710)
============ ============
FORM 5500 PRESENTATION
Interest income $ 445,069 $ 646,155
Dividend income 74,782 86,827
Net gain on sale of assets 159,967 (569,051)
Unrealized depreciation of assets (68,730) (11,353,576)
Net gain from pooled separate
accounts 2,638,324 0
Net loss from registered
investment company (8,046,749) (1,901,676)
Other income 124,115 611
------------ ------------
Total $ (4,673,222) $(13,090,710)
============ ============
-9-
JLG INDUSTRIES, INC.
EMPLOYEES' RETIREMENT SAVINGS PLAN
SUPPLEMENTAL SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
DECEMBER 31, 2001
DESCRIPTION
IDENTITY OF ISSUE, BORROWER OF INVESTMENT CURRENT VALUE
- --------------------------- ------------- -------------
Cash Cash $ 349,419
Mass Mutual Money Market Mutual Fund 23,890,142
PIMCO Total Return Mutual Fund 315,904
Oppenheimer Quest Balanced Value Mutual Fund 15,684,045
Mass Mutual Large Cap Value Mutual Fund 386,319
Vanguard Institutional Index Mutual Fund 20,277,924
Mass Mutual Growth Equity Mutual Fund 243,888
Mass Mutual Focused Value Mutual Fund 1,590,896
Mass Mutual Mid Cap Growth II Mutual Fund 10,488,762
DLB Small Co. Opportunities Mutual Fund 1,239,409
Mass Mutual Small Cap Growth Mutual Fund 190,667
Mass Mutual International Equity Fund Mutual Fund 137,168
*JLG Industries Common Stock Common Stock 20,190,702
SSGA Money Market Fund Mutual Fund 18,873
Invision Tech Inc. Common Stock 17,874
OSI Systems Inc. Common Stock 21,888
Participant Loans 5.75% - 12% 1,856,860
-----------
$96,900,740
===========
* Represents a party in interest
-10-
JLG INDUSTRIES, INC. EMPLOYEES' RETIREMENT SAVINGS PLAN
SUPPLEMENTAL SCHEDULE OF REPORTABLE TRANSACTIONS
YEAR ENDED DECEMBER 31, 2001
PURCHASE SELLING CURRENT NET
DESCRIPTION OF ASSETS PRICE PRICE COST VALUE GAIN (LOSS)
--------------------- ----- ----- ---- ----- -----------
Purchased 1,019,050 shares -
Oppenheimer Quest Balanced Fund $16,569,746 $ $ $16,569,746 $
Purchased 1,450,003 shares -
Mass Mutual Mid Cap Growth 10,092,023 10,092,023
Purchased 25,270,259 shares -
Mass Mutual Money Market 25,270,259 25,270,259
Sold 485,837 shares -
Wells Fargo Stable Value Fund 15,414,160 15,172,685 15,414,160 241,475
Sold 540,820 shares -
AIM Constellation Fund 10,091,694 13,155,721 10,091,694 (3,064,027)
Sold 266,215 shares -
Dodge & Cox Balanced Fund 16,569,206 17,623,052 16,569,206 (1,053,846)
Sold 9,856,099 shares -
AIM Short-Term Investment Co.
Prime Portfolio 9,856,099 9,856,099 9,856,099 0
-11-
EXHIBITS
23 Consent of Independent Auditors
SIGNATURES
The Plan. Pursuant to the requirements of the Securities Exchange Act of 1934,
the administrator has duly caused this annual report to be signed on its behalf
by the undersigned hereunto duly authorized.
JLG Industries, Inc. Employees'
Retirement Savings Plan
(Name of Plan)
Date: October 30, 2002 /s/ Thomas D. Singer
--------------------------------------
Thomas D. Singer
Senior Vice President, General Counsel
and Secretary