-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, tBxY8l5+SOg8HqgVLvES0cbvgxFLuzHB4fWi4hY0e2B6IxlLUZbc5hARdVgnF0tD uOaS8LL8S/KjYmeEITCaBw== 0000216275-94-000015.txt : 19941228 0000216275-94-000015.hdr.sgml : 19941228 ACCESSION NUMBER: 0000216275-94-000015 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19941031 FILED AS OF DATE: 19941213 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: JLG INDUSTRIES INC CENTRAL INDEX KEY: 0000216275 STANDARD INDUSTRIAL CLASSIFICATION: 3530 IRS NUMBER: 251199382 STATE OF INCORPORATION: PA FISCAL YEAR END: 0731 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 000-08454 FILM NUMBER: 94564569 BUSINESS ADDRESS: STREET 1: JLG DR CITY: MCCONNELLSBURG STATE: PA ZIP: 17233 BUSINESS PHONE: 7174855161 10-Q 1 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 period ended October 31, 1994 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 Identification No.) incorporation or organization) JLG Drive, McConnellsburg, PA 17233 (Address of Principal Executive Offices) (Zip Code) (7l7) 485-5161 Registrant's telephone number, including area code 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 At November 21, 1994, there were 3,522,656 shares of capital stock of the Registrant outstanding, and the aggregate market value of the voting stock held by nonaffiliates of the Registrant at that date was $136,062,588. PART I FINANCIAL INFORMATION JLG INDUSTRIES, INC. CONSOLIDATED CONDENSED BALANCE SHEETS (in thousands) October, 31 July 31, 1994 1994 (Unaudited) ASSETS Current assets Cash $11,579 $8,088 Accounts receivable 23,110 25,750 Inventories: Finished goods 7,449 4,968 Work in process 9,633 9,242 Raw materials 9,299 9,012 26,381 23,222 Future income tax benefits 3,551 3,531 Other current assets 1,578 1,871 Total Current Assets 66,199 62,462 Property, plant and equipment - net 20,035 19,344 Equipment held for rental - net 3,738 4,190 Other assets 5,481 5,638 $95,453 $91,634 LIABILITIES AND SHAREHOLDERS' EQUITY Current liabilities Current portion of long-term debt $1,302 $1,301 Accounts payable 13,062 14,770 Accrued expenses 15,847 14,011 Total Current Liabilities 30,211 30,082 Long-term debt 5,963 6,277 Accrued contingent liabilities 7,313 7,680 Other deferred credits and liabilities 1,941 1,889 Shareholders' equity Capital stock: Authorized shares: 10,000 at $.20 par Outstanding shares: 1994 - 3,523 shares, net of 181 treasury shares; 1994 - 3,492 shares 741 735 Additional paid-in capital 13,443 13,065 Equity adjustment from translation (1,740) (1,899) Retained earnings 40,660 36,884 Treasury stock (3,079) (3,079) Total Shareholders' Equity 50,025 45,706 $95,453 $91,634 The accompanying notes are an integral part of these financial statements. JLG INDUSTRIES, INC. CONSOLIDATED CONDENSED STATEMENTS OF INCOME (in thousands, except per share data) (unaudited) Three Months Ended October 31, 1994 1993 Net sales $53,724 $36,757 Cost of sales 40,740 28,128 Gross profit 12,984 8,629 Selling, general and administrative expenses 6,788 6,529 Income from operations 6,196 2,100 Other deductions: Interest expense (112) (78) Miscellaneous, net (111) (31) Income before taxes 5,973 1,991 Income tax provision 2,110 739 Net income $3,863 $1,252 Net income per share $1.10 $.35 Dividends per share $.025 $.025 Weighted average shares outstanding 3,507 3,557 The accompanying notes are an integral part of these financial statements. JLG INDUSTRIES, INC. CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS (in thousands) (unaudited) Three Months Ended October 31, 1994 1993 OPERATIONS: Net income $3,863 $1,252 Adjustments to reconcile net income to cash (used for) provided by operating activities: Depreciation and amortization 732 648 Provision for self-insured losses 647 670 Deferred income taxes (53) (182) 5,189 2,388 Changes in operating assets and liabilities (717) (3,665) Changes in other assets and liabilities 705 (982) Cash provided by (used for) operations 5,177 (2,259) INVESTMENTS: Purchases of property, plant and equipment (1,133) (1,243) FINANCING: Issuance of short-term debt 3,888 Repayment of long-term debt (325) (380) Payment of dividends (87) (91) Acquisition of treasury stock (3,500) Cash used for financing (412) (83) CURRENCY ADJUSTMENTS - effect of exchange rate changes on cash flows (141) 100 CASH: Net increase (decrease) 3,491 (3,485) Beginning balance 8,088 4,848 Ending balance $11,579 $1,363 The accompanying notes are an integral part of these financial statements. JLG INDUSTRIES, INC. NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS October 31 1994 (unaudited) NOTE A - BASIS OF PRESENTATION The accompanying unaudited consolidated condensed financial statements have been prepared in accordance with instructions to Form 10-Q and therefore, do not include all information and notes necessary for a fair presentation of financial position, results of operations and cash flows in conformity with generally accepted accounting principles. However, such financial statements include all adjustments (consisting only of normal recurring accruals) which management of the Company considers necessary for a fair presentation of the results of operations. Interim results for the three months ended October 31, 1994 are not necessarily an indication of the results for the fiscal year as a whole. For further information, refer to consolidated financial statements and notes included in the Form 10-K filing for the fiscal year ended July 31, 1994. NOTE B - 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, 1994, must necessarily be based on management's estimate of expected fiscal year-end inventory levels and costs. NOTE C - 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. Annually the Company sets its product liability insurance program based on the Company's current and historical claims experience and the availability and cost of insurance. The combination of these annual programs constitutes the Company's aggregate product liability insurance coverage. The Company's program for fiscal year 1995 is comprised of a self-insurance retention of $5 million and catastrophic coverage of $20 million in excess of the retention. Cumulative amounts estimated to be payable by the Company with respect to pending product liability claims for all years in which the Company is liable under its self-insurance retention have been accrued as liabilities, including $2.9 million for incidents the Company believes may result in claims. Estimates of such accrued liabilities are based on an evaluation of the merits of individual claims and historic claims experience; thus, the Company's ultimate liability may exceed or be less than the amounts accrued. Amounts accrued are paid over varying periods, which generally do not exceed five years. The methods of making such estimates and establishing the resulting accrued liability are reviewed continually and any adjustments resulting therefrom are reflected in current earnings. As is customary in the heavy equipment industry, the Company has entered into limited recourse agreements with various commercial finance companies to provide equipment financing to its distributors. Under these arrangements, the Company is required, in the event of a distributor's default, to purchase the notes from the finance companies and liquidate the supporting collateral, or to reimburse such institutions for certain deficiencies resulting from their repossession and resale of the equipment. The Company was contingently liable at October 31, 1994 for approximately $3.4 million of contingent losses under such arrangements and has accrued as a liability estimated losses of $1.5 million thereunder. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The information given below is intended to assist in understanding the Company's financial condition and results of operations as reflected in the Consolidated Condensed Financial Statements (pages 3 through 7). As a manufacturer of capital goods, the Company is primarily dependent upon sales to the construction and industrial sectors of the economy. Business in these sectors, particularly the construction sector, tends to be cyclical; thus, demand for the Company's products, and ultimately the Company's financial performance and cash flows, tends to fluctuate in response to the business cycles within these sectors. LIQUIDITY AND SOURCES OF CAPITAL Current assets as a percent of current liabilities were 219% at October 31, 1994, compared to 208% at July 31, 1994. Working capital was $36.0 million at October 31, 1994, compared to $32.4 million at July 31, 1994. The improvement in the ratio of current assets to current liabilities and the higher level of working capital at October 31, 1994, were primarily due to the accumulation of cash generated by operating activities. At October 31, 1994, the Company had unused credit lines totaling $11 million and cash balances of $11.6 million. The Company considers these resources, coupled with cash expected to be generated by operations, adequate to fund its anticipated fiscal 1995 working capital needs and estimated capital expenditures of $11 million. The Company's exposure to product liability claims and its contingent liability relative to the support of equipment financing for its distributors are discussed in NOTE C - COMMITMENTS AND CONTINGENCIES. Future results of operations, financial condition and liquidity may be affected to the extent that the Company's ultimate liability with respect to those programs varies from current estimates. RESULTS FOR THE FIRST QUARTERS OF FISCAL 1995 AND 1994 Net sales for the first quarter of fiscal 1995 were $53.7 million, an increase of $17.0 million, or 46% from the previous year. The growth in revenues was due to increased demand across virtually all product classes. New products also contributed to the increase. Net income for the first quarter of fiscal 1995 was $3.9 million, an increase of $2.6 million, or 209% over the first quarter of fiscal 1994. The increase was principally the result of the higher sales volume. Gross profit, as a percent of net sales, increased to 24.2% in the first quarter of fiscal 1995 from 23.5% the previous year, primarily as a result of higher selling prices and cost reductions, which were partially offset by increased cost of material. Selling, general and administrative expenses for the first quarter of fiscal 1995 increased 4.0% or $259,000 compared to the same period of fiscal 1994, but decreased as a percent of sales to 12.6% from 17.8%. The increase in spending is due to higher payroll and related costs. These increases were offset, in part, by reduced legal costs. The effective tax rate was 35.3% in the first quarter of fiscal 1995, compared to 37.1% in the fiscal 1994 first quarter. The lower tax rate for the fiscal 1995 period was due to a revision in the estimate of future taxes payable. Ernst & Young LLP Independent Auditors' Review Report The Board of Directors JLG Industries, Inc. We have reviewed the accompanying condensed consolidated balance sheet of JLG Industries, Inc. and subsidiaries as of October 31, 1994, and the related condensed consolidated statements of income and cash flows for the three-month periods ended October 31, 1994 and 1993. 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, 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. We have previously audited, in accordance with generally accepted auditing standards, the consolidated balance sheet of JLG Industries, Inc. as of July 31, 1994, 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 8, 1994, 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, 1994, is fairly stated, in all material respects, in relation to the consolidated balance sheet from which it has been derived. November 15, 1994 Ernst & Young LLP PART II OTHER INFORMATION Items 1 - 3 None/not applicable. Item 4 The Company held its annual Meeting of Shareholders on November 21, 1994. Management solicited proxies for the election of nine directors, approval of amendments to the stock incentive and directors stock option plans, and for ratification of the appointment of Ernst & Young LLP as the Company's independent auditors for the 1995 fiscal year. Of the 3,522,656 Shares of capital stock outstanding on the record date, 2,371,964 were voted in person or by proxy at the meeting. The tabulated results are set forth below: 1. Election of directors: FOR WITHHELD L.D. Black 2,359,394 12,570 C.H. Diller, Jr. 2,359,399 12,565 G.R. Kempton 2,359,229 12,735 J.A. Mezera 2,358,929 13,035 G. Palmer 2,353,694 18,270 S. Rabinowitz 2,353,744 18,220 P.K. Shockey 2,355,879 16,085 T.C. Wajnert 2,353,744 18,220 C.O. Wood, III 2,358,429 13,535 2. Approval of amendments to the stock incentive plan. BROKER FOR AGAINST ABSTAIN NON-VOTES 1,680,583 340,370 29,482 393,529 3. Approval of amendments to the directors stock option plan. BROKER FOR AGAINST ABSTAIN NON-VOTES 1,840,839 108,193 29,403 393,529 4. Ratification of the appointment of Ernst & Young LLP as independent auditors for the ensuing year. FOR AGAINST ABSTAIN 2,347,861 15,371 8,732 Item 5 None/not applicable. Item 6 EXHIBITS AND REPORTS ON FORM 8-K (a) The following exhibits are included herein: 15 Letter re: Unaudited Interim Financial Information (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, 1994. 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/ Charles H. Diller, Jr. Charles H. Diller, Jr. Executive Vice President and Chief Financial Officer EX-15 2 EXHIBIT 15 Ernst & Young LLP November 15, 1994 The Board of Directors JLG Industries, Inc. We are aware of the incorporation by reference in the registration statements (Form S-8 No. 33-60366, Form S-8 No. 2-87955 and Form S-8 No. 33-75746) of JLG Industries, Inc. of our report dated November 15, 1994, relating to the unaudited condensed consolidated interim financial statements of JLG Industries, Inc., which are included in its Form 10-Q for the quarter ended October 31, 1994. Pursuant to Rule 436(c) of the Securities Act of 1933 our report is not a part of the registration statement prepared or certified by accountants within the meaning of Section 7 or 11 of the Securities Act of 1933. EX-27 3 ARTICLE 5 FDS FOR FORM 10-Q
5 1000 QTR-1 JUL-31-1995 OCT-31-1994 11579 0 24115 1005 26381 66199 39112 19078 95453 30211 0 741 0 0 49284 95453 53724 53724 40740 47528 111 0 112 5973 2110 3863 0 0 0 3863 1.10 1.10 -----END PRIVACY-ENHANCED MESSAGE-----