11-K 1 j9697901e11vk.txt JLG SAVINGS 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: 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