-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, J4axsF8Jj6W1AOMDd0qHwgY/xYTAr5DoL5Y975OSL+tVZVNWIs4DmITxr/N/mzpN B83He2GELSZ3GYbLB0NM4g== 0000950128-03-000068.txt : 20030121 0000950128-03-000068.hdr.sgml : 20030120 20030121142506 ACCESSION NUMBER: 0000950128-03-000068 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20011231 FILED AS OF DATE: 20030121 FILER: COMPANY DATA: COMPANY CONFORMED NAME: JLG INDUSTRIES INC CENTRAL INDEX KEY: 0000216275 STANDARD INDUSTRIAL CLASSIFICATION: CONSTRUCTION MACHINERY & EQUIP [3531] IRS NUMBER: 251199382 STATE OF INCORPORATION: PA FISCAL YEAR END: 0731 FILING VALUES: FORM TYPE: 11-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-12123 FILM NUMBER: 03519357 BUSINESS ADDRESS: STREET 1: 1 JLG DR CITY: MCCONNELLSBURG STATE: PA ZIP: 17233 BUSINESS PHONE: 7174855161 11-K 1 j9791401e11vk.txt SALARIED 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 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 - ----------- ----------- 23 Consent of Independent Auditors EX-23 3 j9791401exv23.txt CONSENT OF INDEPENDENT AUDITORS Exhibit 23 CONSENT OF INDEPENDENT AUDITORS We consent to the incorporation by reference in the Registration Statement (Form S-8 No. 333-71428) pertaining to The Gradall Company Salaried Employees' Savings and Investment Plan of our report dated December 10, 2002, with respect to the financial statements and supplemental schedule of The Gradall Company Salaried Employees' Savings and Investment Plan included in this Annual Report (Form 11-K) for the year ended December 31, 2001. /s/ Rea & Associates, Inc. New Philadelphia, Ohio January 21, 2003 -----END PRIVACY-ENHANCED MESSAGE-----