11-K 1 j9791301e11vk.txt HOURLY EMPLOYEES' SAVINGS & INVESTMENT PLAN 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