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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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FORM 10-K
(MARK ONE)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE
ACT OF 1934
FOR THE FISCAL YEAR ENDED JULY 31, 2000
[ ] 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
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JLG INDUSTRIES, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
PENNSYLVANIA 25-1199382
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
1 JLG DRIVE, MCCONNELLSBURG, PA 17233-9533
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (717) 485-5161
SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
CAPITAL STOCK ($.20 PAR VALUE)
(TITLE OF CLASS)
NEW YORK STOCK EXCHANGE
(NAME OF EXCHANGE ON WHICH REGISTERED)
SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
NONE
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 __
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. __
At September 14, 2000, there were 43,663,058 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 $584,432,635.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Proxy Statement for the 2000 Annual Meeting of Shareholders are
incorporated by reference into Part III.
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TABLE OF CONTENTS
ITEM PAGE
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PART 1
1. BUSINESS................................................. 2
Machinery Products..................................... 2
Equipment Services..................................... 2
Marketing and Distribution............................. 3
Product Development.................................... 3
Competition............................................ 4
Material and Supply Arrangements....................... 4
Product Liability...................................... 4
Employees.............................................. 4
Foreign Operations..................................... 4
Executive Officers of the Registrant................... 5
2. PROPERTIES............................................... 5
3. LEGAL PROCEEDINGS........................................ 5
4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS...... 5
PART II
5. MARKET FOR THE REGISTRANT'S COMMON STOCK AND RELATED
SHAREHOLDER MATTERS...................................... 6
6. SELECTED FINANCIAL DATA.................................. 7
7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS...................... 8
8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.............. 11
Consolidated Balance Sheets............................ 11
Consolidated Statements of Income...................... 12
Consolidated Statements of Shareholders' Equity........ 13
Consolidated Statements of Cash Flows.................. 14
Notes to Consolidated Financial Statements............. 15
Report of Ernst & Young LLP, Independent Auditors...... 27
9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE...................... 28
PART III
10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT...... 28
11. EXECUTIVE COMPENSATION.................................. 28
12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT.............................................. 28
13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.......... 28
PART IV
14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON
FORM 8-K................................................ 29
Financial Statement Schedule........................... 29
Exhibits............................................... 29
SIGNATURES.................................................. 31
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PART I
ITEM 1--BUSINESS
JLG Industries, Inc. is the world's leading producer of mobile aerial work
platforms and a leading manufacturer of variable-reach material handlers and
telescopic hydraulic excavators which are marketed under the JLG and Gradall
trademarks. Sales are made principally to rental companies and distributors that
rent and sell the Company's products to a diverse customer base, which includes
users in the industrial, commercial, institutional and construction markets. The
Company has organized its business into two segments consisting of Machinery and
Equipment Services.
MACHINERY PRODUCTS
Aerial work platforms are designed to permit workers to position
themselves, their tools and materials effectively and quickly in elevated work
areas that otherwise might have to be reached by the erection of scaffolding, by
the use of ladders, or through other devices. Aerial work platforms consist of
boom, scissor and vertical mast lifts. These work platforms are mounted at the
end of telescoping and/or articulating booms or on top of scissor-type or other
vertical lifting mechanisms, which, in turn, are mounted on mobile chassis. The
Company offers aerial work platforms powered by electric motors, gasoline,
diesel, or propane engines. All of the Company's aerial work platforms are
designed for stable operation in elevated positions.
JLG boom lifts are especially useful for reaching over machinery and
equipment that is mounted on floors and for reaching other elevated positions
not effectively approached by other vertical lifting devices. The Company
produces boom lift models of various sizes with platform heights of up to 150
feet. The boom may be rotated up to 360 degrees in either direction, raised or
lowered from vertical to below horizontal, and extended while the work platform
remains horizontal and stable. These machines can be maneuvered forward or
backward and steered in any direction by the operator from the work platform,
even while the boom is extended. Boom-type models have standard-sized work
platforms, which vary in size up to 3 by 8 feet, and the rated lift capacities
range from 500 to 1,000 pounds.
JLG scissor lifts are designed to provide larger work areas, and generally
to allow for heavier loads than boom lifts. Scissor lifts may be maneuvered in a
manner similar to boom lifts, but the platforms may be extended only vertically,
except for an available option that extends the deck horizontally up to 6 feet.
Scissor lifts are available in various models, with maximum platform heights of
up to 50 feet and various platform sizes up to 6 by 14 feet. The rated lift
capacities range from 500 to 2,500 pounds.
JLG self-propelled and push-around vertical mast lifts consist of a work
platform attached to an aluminum mast that extends vertically, which, in turn,
is mounted on either a push-around or self-propelled base. Available in various
models, these machines in their retracted position can fit through standard door
openings, yet reach platform heights of up to 41 feet when fully extended. The
rated lift capacity is 350 pounds.
Gradall rough-terrain, variable-reach material handlers are typically used
by residential, non-residential and institutional building contractors for
lifting, transporting and placing a wide variety of materials at their point of
use or storage. The Company manufactures and markets rough-terrain,
variable-reach material handlers with rated lift capacities ranging from 6,000
to 10,000 pounds and lifting heights of up to 55 feet.
Gradall excavators are distinguished from other types of excavators by
their telescoping, rotating booms. The boom's arm-like motion increases the
machine's versatility, maximizing the potential of the machine to use a wide
variety of attachments. Excavators are typically used by contractors and
government agencies for ditching, sloping, finish grading, general maintenance
and infrastructure projects. Specialized excavator models are used in mining and
railroad maintenance applications.
EQUIPMENT SERVICES
The Company's Equipment Services operations focus on after-sales service
and support activities, including replacement parts sales, equipment rentals,
training, used equipment sales and used equipment reconditioning.
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This business is a significant factor in overall customer satisfaction and a
strong contributor to the equipment purchase decision.
The Company distributes replacement parts to customers through a system of
parts depots and supplier direct shipment programs. These parts depots provide
the Company's customers with immediate access to all the parts required to
support the Company's equipment. Sales of replacement parts have historically
been less cyclical and typically generate higher margins than sales of new
equipment. The Company has been expanding its reliance on e-commerce using
Internet-based technology in an effort to develop ever-closer relationships with
its customers. To further this end, the Company handles most of its warranty
transactions and nearly half of its parts orders via the Internet.
The Company's rental fleet is used to support customer demands for
rent-to-purchase financing and long-term rental contracts. Equipment Services
also re-markets customer trade-ins and repairs and rebuilds equipment. This
operation has been certified as meeting ISO 9002 standards relating to customer
service quality.
The Company supports the sales, service, and rental programs of its
customers with product advertising, co-operative promotional programs, major
trade show participation, and training programs covering service, products and
safety. The Company supplements domestic sales and service support to its
international customers through its overseas facilities in Australia, Germany,
Italy, Norway, Poland, South Africa, Spain, Sweden and the United Kingdom and
joint ventures in Thailand and the Netherlands.
To facilitate the sale of its products, the Company provides an array of
financing and leasing services to its customers and end-users through its JLG
Capital operation. These programs are diverse and provide customers with various
financing options and are generally funded through third party financial
institutions, with limited recourse to the Company. Financing has become an
increasingly integral part of the Company's business.
MARKETING AND DISTRIBUTION
The Company's products are marketed internationally through independent
rental companies and a network of independent distributors who rent and sell the
Company's products and provide service support as well as other sales and
service branches or organizations in which the Company holds equity positions.
North American customers are located in all fifty states in the U.S., as well as
in Canada and Mexico. International customers are located in Europe, the
Asia/Pacific region, Australia, Japan and South America. The Company has
branches or owns controlling interests in sales and service operations in South
Africa, Italy, Spain, Sweden, Norway, Poland, the United kingdom and Australia
and is a party to joint venture arrangements which serve as a distributor in
Thailand and as a rental operation in the Netherlands.
For 2000, sales to one customer amounted to 19% of sales and sales to a
different customer amounted to 13% of sales. Sales to another customer amounted
to 13% of sales for 1998.
Certain of the Company's operations have been certified as meeting ISO-9001
and 9002 standards. The Company believes that certification is valuable because
a number of customers require certification as a condition to doing business.
PRODUCT DEVELOPMENT
The Company invests significantly in product development and
diversification, including improvement of existing products and modification of
existing products for special applications. Product development expenditures
totaled $15,751,000, $9,279,000 and $9,579,000 for the fiscal years 2000, 1999
and 1998, respectively. New and redesigned products introduced in the past two
years accounted for approximately 35% of fiscal 2000 sales.
The Company has various registered trademarks and patents relating to its
products and business. While the Company considers them to be beneficial in the
operation of its business, the Company is not dependent on any single patent or
trademark or group of patents or trademarks.
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COMPETITION
The Company operates in the global construction and industrial equipment
market. The Company's competitors range from some of the world's largest
multi-national industrial equipment manufacturers to small single-product niche
manufacturers. Within this global market segment, the Company faces competition
principally from nine significant aerial work platform manufacturers and
approximately 26 smaller manufacturers, 15 variable-reach material handler
manufacturers and numerous other manufacturers of other products such as boom
trucks, cherry pickers, mast climbers and various types of earth moving
equipment that offer similar or overlapping functionality to the Company's
products. The Company believes it is the world's leading manufacturer of boom
lifts and scissor lifts and is one of the world's leading manufacturers of
vertical mast lifts and variable-reach material handlers. The Company is
currently a niche provider of excavators, but within the narrow category of
highway-speed, wheeled, telescoping excavators, the Company believes that it is
the world's leading supplier. The Company's Equipment Services operation
principally competes with the above-mentioned manufacturers as well as certain
of its customers particularly in the reconditioning and used equipment markets.
Additionally, the Company faces competition for replacement parts from its
suppliers and distributors who sell generic parts.
MATERIAL AND SUPPLY ARRANGEMENTS
The Company obtains raw materials, principally steel; other component
parts, most notably engines, drive motors, tires, bearings and hydraulics; and
supplies from third parties. The Company also outsources certain assemblies and
fabricated parts. The Company relies on preferred vendors as a sole source for
"just-in-time" delivery of many raw materials and manufactured components. The
Company believes these arrangements have resulted in reduced investment
requirements, greater access to technology developments and lower per-unit
costs. Because the Company maintains limited raw material and component
inventories, even brief unanticipated delays in delivery by suppliers may
adversely affect the Company's ability to satisfy its customers on a timely
basis and thereby affect the Company's financial performance.
PRODUCT LIABILITY
Because the Company's products are used to elevate and move personnel and
materials above the ground, use of the Company's products involves exposure to
personal injury, as well as property damage, particularly if operated improperly
or without proper maintenance. The Company's estimates with respect to claims
are based on internal evaluations of the merits of individual claims and the
reserves assigned by the Company's independent firm. The methods of making such
estimates and establishing the resulting accrued liability are reviewed
frequently, and any adjustments resulting therefrom are reflected in current
earnings. Reserves are based on actual incidents and do not necessarily directly
relate to sales activity. Based upon the Company's best estimate of anticipated
losses, product liability costs approximated 0.6%, 0.8% and 1.0% of net sales,
for the years ended July 31, 2000, 1999 and 1998, respectively.
For additional information relative to product liability insurance coverage
and cost, see the note entitled Commitments and Contingencies of the Notes to
Consolidated Financial Statements, Item 8 of Part II of this report.
EMPLOYEES
The Company had 3,770 and 3,960 persons employed as of July 31, 2000 and
1999, respectively. The Company believes its employee relations are good.
Approximately 12% of the Company's employees are represented by a union under a
contract which expires April 20, 2003.
FOREIGN OPERATIONS
The Company manufactures its products in the U.S. for sale throughout the
world. Sales to customers outside the U.S. were 24%, 27% and 32% of total net
sales for fiscal years 2000, 1999 and 1998, respectively. Sales to European
customers were 17%, 19% and 18% of total net sales for fiscal years 2000, 1999
and 1998,
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respectively. The decreases in the percentage from 1999 to 2000 were due
principally to the weighting resulting from the Gradall acquisition.
EXECUTIVE OFFICERS OF THE REGISTRANT
POSITIONS WITH THE COMPANY AND BUSINESS
EXPERIENCE DURING PAST FIVE YEARS
NAME AGE (DATE OF INITIAL ELECTION)
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L. David Black 63 Chairman of the Board (2000); prior to 2000, President and
Chief Executive Officer; prior to 1999, Chairman of the
Board President and Chief Executive Officer.
William M. Lasky 53 President and Chief Executive Officer (2000); prior to 2000,
President and Chief Operating Officer; prior to 1999,
President, Dana Corporation, Worldwide Filtration Products
Group; prior to 1997, President, Dana Corporation, North
America Filtration Group.
Rao G. Bollimpalli 62 Senior Vice President -- Engineering (1990).
Peter L. Bonafede, Jr. 50 Senior Vice President -- Manufacturing (1999); prior to
1999, President, Global Chemical Technologies; prior to
1998, Vice President and General Manager, Ingersoll-Rand
Company, Blaw-Knox Division; prior to 1997, Plant Manager,
Federal-Mogul Corporation.
Charles H. Diller, Jr. 55 Executive Vice President (2000); prior to 2000, Executive
Vice President and Chief Financial Officer.
Craig E. Paylor 44 Senior Vice President-Sales and Market Development (1999);
prior to 1999, Vice President Sales and Marketing.
Barry L. Phillips 59 President and Chief Executive Officer, Gradall Industries,
Inc. (1995).
James H. Woodward, Jr. 47 Senior Vice President and Chief Financial Officer (2000);
prior to 2000, Vice President, Director E-Business, Dana
Corporation; prior to 2000, Vice President and Corporate
Controller, Dana Corporation; prior to 1997, Vice President
and Controller, Dana Corporation, North American Operations.
All executive officers listed above are elected to hold office for one year
or until their successors are elected and qualified, and have been employed in
the capacities noted for more than five years, except as indicated. No family
relationship exists among the above-named executive officers.
ITEM 2--PROPERTIES
The Company owns and operates six facilities in Pennsylvania and Ohio
containing manufacturing and office space, totaling 1.8 million square feet and
situated on 285 acres of land. The Company's properties are considered to be in
good operating condition, well-maintained and suitable for their present
purposes. The Company's McConnellsburg and Bedford, Pennsylvania facilities are
encumbered as security for long-term borrowings. The Company also leases
seventeen small distribution, administration or service facilities throughout
the world.
ITEM 3--LEGAL PROCEEDINGS
The Company makes provisions relating to probable product liability claims.
For information relative to product liability claims, see the note entitled
Commitments and Contingencies of the Notes to Consolidated Financial Statements,
Item 8 of Part II of this report.
ITEM 4--SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None
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PART II
ITEM 5-- MARKET FOR THE REGISTRANT'S COMMON STOCK AND RELATED
SHAREHOLDER MATTERS
The Company's capital stock is traded on the New York Stock Exchange under
the symbol JLG. The table below sets forth the high and low closing prices and
average shares traded daily for the past two fiscal years.
AVERAGE SHARES
PRICE PER SHARE TRADED DAILY
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QUARTER ENDED 2000 1999 2000 1999
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HIGH LOW HIGH LOW
October 31........... $19.13 $12.63 $17.25 $13.88 101,175 137,119
January 31........... $17.00 $ 8.44 $18.50 $14.13 287,977 107,991
April 30............. $10.56 $ 6.75 $16.06 $11.50 228,787 127,766
July 31.............. $12.88 $ 8.94 $21.94 $16.06 141,606 143,008
The Company's quarterly cash dividend rate is currently $.01 per share, or
$.04 on an annual basis.
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ITEM 6--SELECTED FINANCIAL DATA
ELEVEN-YEAR FINANCIAL SUMMARY
YEARS ENDED JULY 31
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2000 1999 1998 1997 1996 1995 1994
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(IN THOUSANDS OF DOLLARS, EXCEPT PER SHARE DATA AND NUMBER OF EMPLOYEES)
RESULTS OF OPERATIONS
Net sales............ $1,056,168 $720,224 $530,859 $526,266 $413,407 $269,211 $176,443
Gross profit......... 231,086 166,953 128,157 130,005 108,716 65,953 42,154
Selling,
administrative and
product development
expenses........... (109,434) (75,431) (55,388) (56,220) (44,038) (33,254) (27,147)
Goodwill
amortization....... (6,166) (750)
Restructuring
charge............. (1,689) (1,897)
Income (loss) from
operations......... 115,486 90,772 71,080 71,888 64,678 32,699 15,007
Interest expense..... (20,589) (1,772) (254) (362) (293) (376) (380)
Other income
(expense), net..... 1,146 2,016 (356) (288) 1,281 376 (24)
Income (loss) before
taxes.............. 96,043 91,016 70,470 71,238 65,666 32,699 14,603
Income tax
(provision)
benefit............ (35,536) (29,745) (23,960) (25,090) (23,558) (11,941) (5,067)
Net income (loss).... 60,507 61,271 46,510 46,148 42,108 20,758 9,536
PER SHARE DATA
Earnings per common
share.............. $ 1.39 $ 1.40 $ 1.07 $ 1.06 $ .98 $ .49 $ .23
Earnings per common
share - assuming
dilution........... 1.37 1.36 1.05 1.04 .96 .48 .23
Cash dividends....... .035 .02 .02 .02 .015 .0092 .0083
PERFORMANCE MEASURES
Return on sales...... 5.7% 8.5% 8.8% 8.8% 10.2% 7.7% 5.4%
Return on average
assets............. 8.5% 17.3% 17.9% 21.7% 28.5% 20.2% 12.1%
Return on average
shareholders'
equity............. 20.8% 28.1% 26.2% 33.6% 47.9% 37.1% 23.8%
FINANCIAL POSITION
Working capital...... $ 165,923 $176,315 $122,672 $ 84,129 $ 71,807 $ 45,404 $ 32,380
Current assets as a
percent of current
liabilities........ 187% 226% 248% 218% 226% 216% 208%
Property, plant and
equipment, net..... 105,879 100,534 57,652 56,064 34,094 24,785 19,344
Total assets......... 653,587 625,817 307,339 248,374 182,628 119,708 91,634
Total debt........... 98,302 175,793 3,708 3,952 2,194 2,503 7,578
Shareholders'
equity............. 324,051 271,283 207,768 160,927 113,208 68,430 45,706
Total debt as a
percent of total
capitalization,
including
securitization..... 23% 39% 2% 2% 2% 4% 14%
Book value per
share.............. 7.42 6.13 4.71 3.68 2.61 1.60 1.09
OTHER DATA
Product development
expenditures....... $ 15,751 $ 9,279 $ 9,579 $ 7,280 $ 6,925 $ 5,542 $ 4,373
Capital expenditures,
net of
retirements........ 22,251 24,838 13,577 29,757 16,668 8,618 7,762
Net (retirements)
additions to rental
fleet.............. (8,016) 4,645 5,377 4,199 9,873 1,548 1,455
Depreciation and
amortization....... 25,970 19,530 15,750 10,389 6,505 3,875 2,801
Employees............ 3,770 3,960 2,664 2,686 2,705 2,222 1,620
YEARS ENDED JULY 31
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1993 1992 1991 1990
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(IN THOUSANDS OF DOLLARS, EXCEPT PER SHARE DATA AND NUMBER OF EMPLOYEES)
RESULTS OF OPERATIONS
Net sales............ $123,034 $110,479 $ 94,439 $149,281
Gross profit......... 28,240 22,542 20,113 37,767
Selling,
administrative and
product development
expenses........... (23,323) (22,024) (21,520) (21,834)
Goodwill
amortization.......
Restructuring
charge............. (4,922) (2,781) (1,015)
Income (loss) from
operations......... 4,917 (4,404) (4,188) 14,918
Interest expense..... (458) (1,218) (1,467) (2,344)
Other income
(expense), net..... 180 (149) (707) 858
Income (loss) before
taxes.............. 4,639 (5,771) (6,362) 13,432
Income tax
(provision)
benefit............ (1,410) 2,733 3,122 (4,950)
Net income (loss).... 3,229 (3,038) (3,240) 8,482
PER SHARE DATA
Earnings per common
share.............. $ .08 $ (.07) $ (.08) $ .20
Earnings per common
share - assuming
dilution........... .08 (.07) (.08) .20
Cash dividends....... .005 .0208 .0167
PERFORMANCE MEASURES
Return on sales...... 2.6% (2.8%) (3.4%) 5.7%
Return on average
assets............. 4.6% (4.0%) (4.2%) 10.4%
Return on average
shareholders'
equity............. 8.5% (7.9%) (7.7%) 21.8%
FINANCIAL POSITION
Working capital...... $ 26,689 $ 33,304 $ 36,468 $ 47,289
Current assets as a
percent of current
liabilities........ 217% 268% 266% 304%
Property, plant and
equipment, net..... 13,877 13,511 13,726 14,402
Total assets......... 72,518 73,785 74,861 86,741
Total debt........... 4,471 12,553 14,175 18,404
Shareholders'
equity............. 38,939 37,186 38,596 44,109
Total debt as a
percent of total
capitalization,
including
securitization..... 10% 25% 27% 29%
Book value per
share.............. .89 .86 .90 1.05
OTHER DATA
Product development
expenditures....... $ 3,385 $ 3,628 $ 3,430 $ 3,520
Capital expenditures,
net of
retirements........ 3,570 1,364 1,637 4,615
Net (retirements)
additions to rental
fleet.............. 273 3,470 534
Depreciation and
amortization....... 2,500 2,569 1,953 1,771
Employees............ 1,324 1,014 1,182 1,565
This summary should be read in conjunction with Management's Discussion and
Analysis. All share and per share data have been adjusted for the two-for-one
stock splits distributed in April and October 1995 and the three-for-one stock
split distributed in July 1996. Amounts subsequent to 1998 reflect the
acquisition of Gradall Industries, Inc. in June 1999.
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ITEM 7-- MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
RESULTS OF OPERATIONS
For the year ended July 31, 2000, sales were a record $1.056 billion, up
47% from the $720 million reported for 1999. The acquisition of Gradall in June
1999 represented $177 million or 53% of the increase. Machinery sales were $931
million for 2000, an increase of $286 million, or 44%, from the $645 million for
1999. The increase included $158 million resulting from the acquisition of
Gradall and gains across substantially all product classes and markets.
Equipment Services sales for 2000 were $125 million, up $50 million or 67%
compared to prior year. The increase in Equipment Services sales was
attributable to sales of used equipment obtained primarily from trade-ins and
sales resulting from a reduction in the Company's rental fleet as customers
exercised purchase options converting rentals to sales.
For the year ended July 31, 1999, sales were $720 million, an increase of
36% from $531 million for 1998. The acquisition of Gradall contributed $28
million to 1999 sales. Machinery sales were $645 million compared to $464
million for the prior year. Equipment Service sales were $75 million and $67
million for 1999 and 1998, respectively. The 36% top line growth for 1999 is
principally attributable to steps the Company took to substantially expand its
customer base, a continuing strong market for its products, the strong customer
acceptance of new products and the contribution of Gradall.
The Company's sales by product (in thousands) consisted of the following
for the years ended July 31:
2000 1999 1998
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Aerial work platforms....................... $ 790,352 $642,151 $485,171
Material handlers........................... 125,749 7,295 --
Excavators.................................. 60,144 18,367 --
Service parts, rentals, rebuilds and sales
of rental fleet and used equipment........ 79,923 52,411 45,688
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$1,056,168 $720,224 $530,859
---------- -------- --------
International sales for 2000 were $250 million, up 29% from 1999. As a
percentage of sales, international sales were 24%, 27% and 32% of total net
sales for 2000, 1999 and 1998, respectively. The decrease in the percentage from
1999 to 2000 was due principally to the weighting resulting from the Gradall
acquisition. Sales from new and redesigned products, defined as those introduced
over a two-year period, represented 35%, 30% and 32% of sales in 2000, 1999 and
1998, respectively.
Gross profit, as a percent of sales, decreased to 22% in 2000 from 23% in
1999. Gross profit was adversely affected by continuing pricing pressure,
including the significant rise in the value of the U.S. dollar against foreign
currencies, particularly the Euro, and the impact of additional price discounts
associated with the acceptance of trade-ins to displace competitor products
during the year. The gross profit margin was favorably affected by the success
of the Company's aggressive cost reduction programs. Gross profit, as a percent
of sales, decreased to 23% in 1999 from 24% in 1998. This reduction was affected
by competitive and program-related pricing, costs of meeting higher production
demand and start-up costs related to new product introductions. These higher
costs were partially offset by ongoing cost reduction efforts.
Selling, administrative and product development expenses as a percentage of
sales were 10% for fiscal 2000 compared to 11% for 1999 and 10% for 1998. The
$34 million increase in selling, administrative and product development costs
compared to 1999 was principally a result of the acquisition of Gradall in June
1999 which totaled $17 million, increased sales and service activities, higher
employee retirement expenses and increased bad debt provisions. For 1999, the
increase in dollars is primarily the result of higher personnel and related
costs associated with the Company's expanding customer base and the impact of
the Gradall acquisition.
For 2000, goodwill amortization was $6 million, primarily due to the
Gradall acquisition. The increase in interest expense for 2000 was due to an
increase in average borrowings to fund the Gradall acquisition and seasonal
working capital investments. In 1999, miscellaneous income included higher
investment income earned
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on cash balances and lower currency conversion losses. For 1998, miscellaneous
expense was primarily comprised of currency conversion losses of $2 million,
partially offset by investment income.
The effective income tax rates were 37%, 33% and 34% for 2000, 1999 and
1998, respectively. The increase in the 2000 effective tax rate was principally
due to goodwill charges not being tax deductible. The rate for 1999 included an
$1 million benefit to net income resulting from a change in accounting estimate,
primarily attributable to additional tax incentives related to export sales for
the 1998 year.
FINANCIAL CONDITION
Operating activities generated cash of $106 million 2000 compared to $35
million of cash generated 1999. The increase in cash flow from operations for
2000 was primarily due to proceeds received from the sale of a portion of the
Company's accounts receivable and an increase in the days purchases outstanding.
Partially offsetting these benefits was an increase in inventory due to higher
sales activity, an increase in stocking locations in Europe and the Company's
decision to maintain sufficient inventory to match its customers' seasonal
demand. Working capital increased in 1999 primarily due to increased receivable
and inventory levels as well as the effects of the Gradall acquisition.
Investing activities used cash of $14 million in 2000 compared to cash used
of $233 million in 1999. During 2000, the Company made a strategic decision to
downsize its rental fleet resulting in a net reduction of $8 million compared to
a $5 million increase in 1999. The cash usage in 1999 was principally due to the
expenditure to acquire Gradall.
Financing activities used cash of $84 million in fiscal 2000 compared to
cash provided of $160 million in 1999. The cash usage in 2000 was primarily the
result of debt reduction and a Company share repurchase. At July 31, 2000, the
Company had remaining authorization to repurchase an additional 4.2 million
shares of its capital stock. The cash provided in 1999 resulted principally from
debt used to acquire Gradall.
The Company will continue to have cash requirements to support seasonal
working capital needs and capital expenditures, to pay interest and to repay
debt. At July 31, 2000, the Company had unused credit lines totaling $277
million. In order to meet its future cash requirements, the Company intends to
use internally generated funds and to borrow under its credit facilities. The
Company believes that these resources will be sufficient to meet its cash
requirements over the next 12 months.
In addition to measuring its cash flow generation and usage based upon the
operating, investing, and financing classifications included in the Consolidated
Statements of Cash Flows, the Company also measures its free cash flow. Free
cash flow, a measure commonly employed by the financial community, is defined by
the Company as cash flow from operating activities less capital expenditures
including equipment held for rental, plus proceeds from the disposal of assets
and unrealized currency gains or losses. During 2000, the Company had free cash
flow of $92 million compared to negative free cash flow of $198 million for the
corresponding period in 1999. The 1999 use of cash was primarily due to the
acquisition of Gradall.
The Company's exposure to product liability claims is discussed in the note
entitled Commitments and Contingencies of the Notes to Consolidated Financial
Statements of this report. Future results of operations, financial condition and
liquidity may be affected to the extent that the Company's ultimate exposure
with respect to product liability varies from current estimates.
OUTLOOK
This Outlook section and other parts of this Management's Discussion and
Analysis contain forward-looking information and involve certain risks and
uncertainties that could significantly impact expected results. Certain
important factors that, in some cases have affected, and in the future could
affect, the Company's results of operations and that could cause such future
results of operations to differ are described in "Cautionary Statements Pursuant
to the Securities Litigation Reform Act" which is an exhibit to this report.
As an industry leader, the Company is positioned to capitalize on the
challenging -- but opportunity-rich -- marketplace in fiscal 2001. The global
equipment rental business is expected to continue its robust growth,
9
11
leading to additional economies of scale and broadened end-user awareness that
should further expand the demand for the Company's products. Management expects
to grow sales not only through market share gains, but also through pull-through
marketing initiatives designed to increase demand for the Company's products.
Demand for the Company's equipment is anticipated to remain strong in fiscal
2001. Domestic demand for excavators should benefit from anticipated increases
in Federal highway spending. Similarly, management expects sales of material
handlers to grow through greater penetration at the major rental companies, new
product introductions and increased demand from end-users for the Company's
brand. Additionally, the rapid growth of AWP usage in Europe is anticipated to
continue into fiscal 2001, leading to continuing growth in the Company's
overseas markets. The Company also expects to introduce a substantial number of
new products in fiscal 2001. The Company also expects to continue to reduce
costs and to increase cash flow as management continues to enhance Gradall's
operations and improve its capacity utilization and manufacturing processes.
MARKET RISK
The Company is exposed to market risk from changes in interest rates and
foreign currency exchange rates, which could affect its future results of
operations and financial condition. The Company manages its exposure to these
risks principally through its regular operating and financing activities.
While the Company is exposed to changes in interest rates as a result of
its outstanding debt, the Company does not currently utilize any derivative
financial instruments related to its interest rate exposure. Total short-term
and long-term debt outstanding at July 31, 2000 was $98 million, consisting of
$93 million in variable-rate borrowing and $5 million in fixed-rate borrowing.
At this level of variable-rate borrowing, a hypothetical 10% increase in
interest rates would decrease pre-tax current year earnings by approximately
$700,000 at July 31, 2000. A hypothetical 10% change in interest rates would not
result in a material change in the fair value of the Company's fixed-rate debt.
The Company manufactures its products in the United States and sells these
products in that market as well as international markets, principally Europe and
Australia. As a result of the sales of its products in foreign markets, the
Company's earnings are affected by fluctuations in the value of the U.S. dollar,
as compared to foreign currencies resulting from transactions in foreign
markets. At July 31, 2000, the result of a uniform 10% strengthening in the
value of the dollar relative to the currencies in which the Company's
transactions are denominated would have the result of reducing gross profits for
the year ended July 31, 2000 by approximately $18 million. This calculation
assumes that each exchange rate would change in the same direction relative to
the U.S. dollar.
In addition to the direct effects of changes in exchange rates, such
changes also affect the volume of sales or the foreign currency sales price as
competitors' products become more or less attractive. The Company's sensitivity
analysis of the effects of changes in foreign currency exchange rates does not
factor in a potential change in sales levels or local currency prices.
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ITEM 8--FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
JLG INDUSTRIES, INC.
CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS, EXCEPT PER SHARE DATA)
JULY 31
-------------------
2000 1999
---- ----
ASSETS
CURRENT ASSETS
Cash...................................................... $ 25,456 $ 19,033
Accounts receivable, less allowance for doubtful accounts
of $5,203 in 2000 and $2,985 in 1999................... 172,511 162,820
Inventories............................................... 147,991 125,571
Other current assets...................................... 10,594 8,563
-------- --------
Total Current Assets................................. 356,552 315,987
PROPERTY, PLANT AND EQUIPMENT
Land and improvements..................................... 8,787 7,417
Buildings and improvements................................ 53,420 40,152
Machinery and equipment................................... 108,073 102,185
-------- --------
170,280 149,754
Less allowance for depreciation........................... 64,401 49,220
-------- --------
105,879 100,534
EQUIPMENT HELD FOR RENTAL, net of accumulated depreciation
of $3,608 in 2000 and $7,692 in 1999...................... 12,153 23,068
GOODWILL, net of accumulated amortization of $6,916 in 2000
and $750 in 1999.......................................... 145,867 155,655
OTHER ASSETS................................................ 33,136 30,573
-------- --------
$653,587 $625,817
======== ========
LIABILITIES AND SHAREHOLDERS EQUITY
CURRENT LIABILITIES
Short-term debt........................................... $ 9,184 $ 3,281
Accounts payable.......................................... 116,616 78,793
Accrued payroll and related taxes......................... 16,633 18,255
Income taxes.............................................. 6,873 8,097
Other current liabilities................................. 41,323 31,246
-------- --------
Total Current Liabilities............................ 190,629 139,672
LONG-TERM DEBT.............................................. 89,118 172,512
ACCRUED POSTRETIREMENT BENEFITS............................. 22,943 21,471
OTHER LONG-TERM LIABILITIES................................. 12,623 9,463
PROVISIONS FOR CONTINGENCIES................................ 14,223 11,416
SHAREHOLDERS' EQUITY
Capital stock:
Authorized shares: 100,000 at $.20 par value
Issued and outstanding shares: 2000 -- 43,648 shares;
1999 -- 44,250 shares.................................. 8,729 8,850
Additional paid-in capital................................ 12,514 17,246
Retained earnings......................................... 308,966 250,006
Unearned compensation..................................... (1,474) (1,324)
Accumulated other comprehensive income.................... (4,684) (3,495)
-------- --------
Total Shareholders' Equity........................... 324,051 271,283
-------- --------
$653,587 $625,817
======== ========
The accompanying notes are an integral part of these financial statements.
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JLG INDUSTRIES, INC.
CONSOLIDATED STATEMENTS OF INCOME
(IN THOUSANDS, EXCEPT PER SHARE DATA)
YEARS ENDED JULY 31
--------------------------------
2000 1999 1998
---- ---- ----
NET SALES................................................... $1,056,168 $720,224 $530,859
Cost of sales............................................. 825,082 553,271 402,702
---------- -------- --------
GROSS PROFIT................................................ 231,086 166,953 128,157
Selling, administrative and product development
expenses............................................... 109,434 75,431 55,388
Goodwill amortization..................................... 6,166 750 --
Restructuring charges..................................... -- -- 1,689
---------- -------- --------
INCOME FROM OPERATIONS...................................... 115,486 90,772 71,080
Other income (deductions):
Interest expense....................................... (20,589) (1,772) (254)
Miscellaneous, net..................................... 1,146 2,016 (356)
---------- -------- --------
INCOME BEFORE TAXES......................................... 96,043 91,016 70,470
Income tax provision...................................... 35,536 29,745 23,960
---------- -------- --------
NET INCOME.................................................. $ 60,507 $ 61,271 $ 46,510
========== ======== ========
EARNINGS PER COMMON SHARE................................... $ 1.39 $ 1.40 $ 1.07
========== ======== ========
EARNINGS PER COMMON SHARE -- ASSUMING DILUTION.............. $ 1.37 $ 1.36 $ 1.05
========== ======== ========
The accompanying notes are an integral part of these financial statements.
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JLG INDUSTRIES, INC.
CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY
(IN THOUSANDS EXCEPT PER SHARE DATA)
ACCUMULATED
CAPITAL STOCK ADDITIONAL OTHER TOTAL
------------------ PAID-IN RETAINED UNEARNED COMPREHENSIVE SHAREHOLDERS'
SHARES PAR VALUE CAPITAL EARNINGS COMPENSATION INCOME EQUITY
------ --------- ---------- -------- ------------ ------------- -------------
Balances at July 31,
1997..................... 43,726 $8,745 $11,391 $143,989 ($1,018) ($2,180) $160,927
------ ------ ------- -------- ------- ------- --------
Comprehensive income:
Net income for the
year................... 46,510
Aggregate translation
adjustment, net of
deferred tax benefit
of $200.............. (1,482)
Total comprehensive
income................... 45,028
Dividends paid: $.02 per
share.................... (881) (881)
Shares issued under
employee and director
stock plans.............. 370 74 4,235 (3,219) 1,090
Amortization of unearned
compensation............. 1,604 1,604
------ ------ ------- -------- ------- ------- --------
Balances at July 31,
1998..................... 44,096 8,819 15,626 189,618 (2,633) (3,662) 207,768
------ ------ ------- -------- ------- ------- --------
Comprehensive income:
Net income for the
year................... 61,271
Aggregate translation
adjustment, net of
deferred tax benefit
of $334.............. 167
Total comprehensive
income................... 61,438
Dividends paid: $.02 per
share.................... (883) (883)
Shares issued under
employee and director
stock plans.............. 154 31 1,620 (259) 1,392
Amortization of unearned
compensation............. 1,568 1,568
------ ------ ------- -------- ------- ------- --------
Balances at July 31,
1999..................... 44,250 8,850 17,246 250,006 (1,324) (3,495) 271,283
------ ------ ------- -------- ------- ------- --------
Comprehensive income:
Net income for the
year................... 60,507
Aggregate translation
adjustment, net of
deferred tax benefit
of $334.............. (808)
Minimum pension
liability, net of
deferred tax benefit
of $262.............. (381)
Total comprehensive
income................... 59,318
Dividends paid: $.035 per
share.................... (1,547) (1,547)
Purchase and retirement of
common stock............. (795) (159) (6,630) (6,789)
Shares issued under
employee stock plans..... 193 38 1,898 (1,616) 320
Amortization of unearned
compensation............. 1,466 1,466
------ ------ ------- -------- ------- ------- --------
Balances at July 31,
2000..................... 43,648 $8,729 $12,514 $308,966 ($1,474) ($4,684) $324,051
====== ====== ======= ======== ======= ======= ========
The accompanying notes are an integral part of these statements.
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JLG INDUSTRIES, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(IN THOUSANDS)
YEARS ENDED JULY 31
--------------------------------
2000 1999 1998
--------- --------- --------
OPERATIONS
Net income................................................ $ 60,507 $ 61,271 $ 46,510
Adjustments to reconcile net income to cash flow from
operating activities:
Non-cash charges and credits:
Depreciation and amortization..................... 25,970 19,530 15,750
Provision for self-insured losses................. 5,669 5,100 4,844
Deferred income taxes............................. (5,414) (2,880) 1,924
Other............................................. 2,337 540 228
Changes in selected working capital items:
Accounts receivable............................... (11,954) (42,974) (24,674)
Inventories....................................... (22,447) (25,284) 6,159
Other current assets.............................. 4,455 (1,158) (672)
Accounts payable.................................. 37,825 17,521 92
Accrued expenses and other current liabilities.... 7,264 4,946 9,148
Changes in other assets and liabilities.............. 1,471 (1,862) (8,564)
--------- --------- --------
Cash flow from operating activities....................... 105,683 34,750 50,745
INVESTMENTS
Net purchases of property, plant and equipment............ (22,251) (24,838) (13,577)
Net retirements (additions) to equipment held for
rental................................................. 8,016 (4,645) (5,377)
Purchase of Gradall Industries, Inc. net of cash received
of $5,065.............................................. -- (203,192) --
--------- --------- --------
Cash flow from investing activities....................... (14,235) (232,675) (18,954)
FINANCING
Net increase in short-term borrowings..................... 5,865 2,656 --
Issuance of long-term debt................................ 355,087 206,500 --
Repayment of long-term debt............................... (438,443) (50,378) (244)
Payment of dividends...................................... (1,547) (883) (881)
Purchase of common stock.................................. (6,789)
Exercise of stock options and issuance of restricted
awards................................................. 1,544 2,164 2,173
--------- --------- --------
Cash flow from financing activities....................... (84,283) 160,059 1,048
CURRENCY ADJUSTMENTS
Effect of exchange rate changes on cash................... (742) 106 (1,482)
CASH
Net change in cash and cash equivalents................... 6,423 (37,760) 31,357
Beginning balance......................................... 19,033 56,793 25,436
--------- --------- --------
Ending balance............................................ $ 25,456 $ 19,033 $ 56,793
========= ========= ========
The accompanying notes are an integral part of these statements.
14
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JLG INDUSTRIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(IN THOUSANDS EXCEPT PER SHARE DATA AND UNLESS OTHERWISE INDICATED)
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
PRINCIPLES OF CONSOLIDATION AND STATEMENT PRESENTATION:
The consolidated financial statements include the accounts of the Company
and its subsidiaries. Significant intercompany accounts and transactions have
been eliminated in consolidation.
RECLASSIFICATIONS:
Certain prior year amounts in the consolidated financial statements have
been reclassified to conform to the presentation used for 2000.
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 amounts reported in the financial statements and
related notes. Actual results may differ from those estimates.
REVENUE RECOGNITION:
Sales of machinery and service parts are generally unconditional sales that
are recorded when product is shipped and invoiced to independently owned and
operated distributors and customers. Provisions for warranty are estimated and
accrued at the time of sale. Actual warranty costs do not materially differ from
estimates. In addition, net sales include rental revenues earned on the lease of
equipment held for rental. Rental revenues are recognized in the period earned
over the lease term.
CASH AND CASH EQUIVALENTS:
The Company considers all highly liquid investments with a maturity of
three months or less when purchased to be cash equivalents and classifies such
amounts as cash.
INVENTORIES:
Inventories are stated at the lower of cost or market. Cost is determined
using the LIFO (last-in, first-out) method.
Inventories consist of the following at July 31:
2000 1999
-------- --------
Finished goods.......................................... $ 97,858 $ 68,994
Raw materials and work in process....................... 52,775 61,105
-------- --------
150,633 130,099
Less LIFO provision..................................... 2,642 4,528
-------- --------
$147,991 $125,571
======== ========
PROPERTY, PLANT AND EQUIPMENT AND EQUIPMENT HELD FOR RENTAL:
Property, plant and equipment and equipment held for rental are stated at
cost, net of accumulated depreciation. Depreciation is computed using the
straight-line method, based on useful lives of 15 years for land improvements,
10 to 20 years for buildings and improvements, three to 10 years for machinery
and equipment, and three to seven years for equipment held for rental.
Depreciation expense was $19,804, $18,780 and $15,750 for the fiscal years 2000,
1999 and 1998, respectively.
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GOODWILL:
Goodwill represents the difference between the total purchase price and the
fair value of identifiable assets and liabilities acquired in business
acquisitions. Goodwill is amortized on a straight-line basis over periods
ranging from 10 to 25 years.
Long-lived assets, including intangible assets, are reviewed for impairment
whenever events or changes in circumstances indicate that the carrying amount of
an asset may not be fully recoverable. If an impairment indicator is present,
the Company evaluates whether an impairment exists on the basis of undiscounted
expected future cash flows from operations for the remaining amortization
period. If an impairment exists, the asset is reduced by the estimated shortfall
of discounted cash flows.
INCOME TAXES:
Deferred income tax assets and liabilities arise from differences between
the tax basis of assets or liabilities and their reported amounts in the
financial statements. Deferred tax balances are determined by using the tax rate
expected to be in effect when the taxes are paid or refunds received.
PRODUCT DEVELOPMENT:
The Company incurred product development and other engineering expenses of
$15,751, $9,279 and $9,579 in 2000, 1999 and 1998, respectively, which were
charged to expense as incurred.
CONCENTRATIONS OF CREDIT RISK:
Financial instruments which potentially expose the Company to
concentrations of credit risk consist primarily of trade receivables. The
Company had 14% of accounts receivable, including securitization, due from one
customer at July 31, 2000. This concentration of credit risk is mitigated by a
geographically diverse customer base and the Company's credit and collection
process. The Company performs credit evaluations for all customers and secures
transactions with letters of credit where it believes the risk warrants it.
Write-offs for uncollected trade receivables have not been significant.
ADVERTISING AND PROMOTION:
All costs associated with advertising and promoting products are expensed
in the year incurred. Advertising and promotion expense was $7,064, $5,742 and
$2,928 in 2000, 1999, and 1998, respectively.
FOREIGN CURRENCY TRANSLATION:
The financial statements of the Company's Australian operation are measured
in its local currency and then translated into U.S. dollars. All balance sheet
accounts have been translated using the current rate of exchange at the balance
sheet date. Results of operations have been translated using the average rates
prevailing throughout the year. Translation gains or losses resulting from the
changes in the exchange rates from year-to-year are accumulated in a separate
component of shareholders' equity.
The financial statements of the Company's European operation are prepared
using the U.S. dollar as its functional currency. The transactions of this
operation that are denominated in foreign currencies have been remeasured in
U.S. dollars, and any resulting gain or loss is reported in income.
The aggregate of foreign currency transaction losses included in the
results of operations were $1,879, $398 and $1,611 in 2000, 1999 and 1998,
respectively.
RECENT ACCOUNTING PRONOUNCEMENTS:
In June 1998, the Financial Accounting Standards Board issued Statement No.
133, "Accounting for Derivative Instruments and Hedging Activities," which
requires that an entity record all derivatives in the statement of financial
position at their fair value. It also requires changes in the fair value of
derivatives to be recorded each period in current earnings or other
comprehensive income, depending on whether a derivative is
16
18
designated as part of a hedge transaction and, if it is, the type of hedge
transaction. The Company is required to adopt this new accounting standard
beginning August 1, 2000. The Company does not expect adoption of this statement
to have a significant impact on its results of operations or financial position.
In December 1999, the Securities and Exchange Commission issued Staff
Accounting Bulletin No. 101 "Revenue Recognition in Financial Statements" ("SAB
101"). SAB 101 provides guidance on the recognition, presentation and disclosure
of revenue in financial statements. All registrants are expected to apply the
accounting and disclosures described in SAB 101. The Company does not believe
that its revenue recognition policy will be significantly affected by the
adoption of SAB 101; however, additional implementation guidance is to be issued
by the Securities and Exchange Commission. The Company will complete its
evaluation of the adoption of SAB 101 once this information is released. The
Company is required to adopt SAB 101 in the fourth quarter of fiscal 2001.
BANK CREDIT LINES AND LONG-TERM DEBT
The Company has a $20 million unsecured bank revolving line of credit with
a term of one year, renewable annually, and at an interest rate of prime or a
spread over LIBOR. The Company also has $2.5 million in loan facilities with a
term of one year, renewable annually, and at a fixed weighted average interest
rate of 5.7%. Outstanding amounts under these lines of credit were $8.5 million
and $2.7 million at July 31, 2000 and 1999, respectively.
The Company has two separate credit agreements with a group of financial
institutions that provide for a unsecured revolving credit facility with an
aggregate commitment of $350 million and with a remaining term of four years.
Borrowings under the agreements bear interest equal to either LIBOR plus a
margin ranging from 0.55% to 1.125%, depending on the Company's ratio of funded
debt to EBITDA; or the greater of prime or federal funds rate plus 0.50%. The
Company is required to pay an annual administrative fee of $35 and a facility
fee ranging from 0.20% to 0.275%, depending on the Company's ratio of funded
debt to EBITDA. The credit agreements contain customary affirmative and negative
covenants including financial covenants requiring the maintenance of specified
consolidated interest coverage, leverage ratios and a minimum net worth.
Long-term debt was as follows at July 31:
2000 1999
------- --------
Revolving credit facilities due 2004 with an average
interest rate of 7.6% at July 31, 2000................. $87,000 $169,912
Other.................................................... 2,781 3,225
------- --------
89,781 173,137
Less current portion..................................... 663 625
------- --------
$89,118 $172,512
======= ========
Interest paid on all borrowings was $20,015, $811 and $251 in 2000, 1999
and 1998, respectively. The aggregate amounts of long-term debt outstanding at
July 31, 2000 which will become due in 2001 through 2005 are: $663, $378, $324,
$87,262 and $133, respectively.
The fair value of the Company's long-term debt is estimated to approximate
the carrying amount reported in the consolidated balance sheet based on current
interest rates for similar types of borrowings.
ACCOUNTS RECEIVABLE SECURITIZATION
In July 2000, the Company entered into a three-year receivables purchase
agreement with an independent issuer of receivables-backed commercial paper.
Under the terms of the agreement, the Company agreed to sell to a special
purpose, wholly-owned subsidiary of the Company, on an ongoing basis and without
recourse, a designated pool of accounts receivable. This entity sells an
undivided percentage ownership interest in all the receivables to a third-party.
To maintain the balance in the pool of accounts receivable sold, the Company is
17
19
obligated to sell new receivables as existing receivables are collected. The
agreement permits the sale of the undivided interest in accounts receivable
through July 2003 of up to $65 million.
At July 31, 2000, the undivided interest in the Company's pool of accounts
receivable that had been sold to the purchasers aggregated $57 million, which
was used to retire debt outstanding under the Company's revolving credit
facilities. Sales of accounts receivable are reflected as a reduction of
accounts receivable in the consolidated balance sheets and the proceeds are
included in cash flows from operating activities in the consolidated statements
of cash flows. The ongoing costs of this program were charged to interest
expense in the consolidated statements of income. The Company continues to
service the receivables.
EMPLOYEE RETIREMENT PLANS
Substantially all employees of the Company participate in defined
contribution or non-contributory defined benefit plans. Approximately 12% of the
Company's employees are covered by union-sponsored, collectively bargained
multi-employer pension plans and an union employment contract which expires
April 2003. The expense related to funding the multi-employer plan was $475 and
$48 in 2000 and 1999, respectively.
The Company has discretionary, defined contribution retirement plans
covering its eligible U.S. employees. The Company's policy is to fund the cost
as accrued. Plan assets are invested in mutual funds and the Company's capital
stock. The aggregate expense relating to these plans was $7,187, $6,565 and
$5,332 in 2000, 1999 and 1998, respectively. The Company also has non-qualified
defined benefit plans that provide senior management with supplemental
retirement, medical, disability and death benefits.
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The following table sets forth the defined benefit pension and
postretirement plans' funded status and amounts recognized in the Company's
consolidated financial statements:
PENSION BENEFITS POSTRETIREMENT BENEFITS
-------------------- ------------------------
2000 1999 2000 1999
--------- ------- ---------- ----------
Change in benefit obligation:
Benefit obligation at
beginning of year........... $ 18,474 $ 3,217 $ 21,471 $ 412
Acquisition................... -- 13,806 -- 20,798
Service cost.................. 1,773 300 750 113
Interest cost................. 1,504 348 1,542 227
Change in assumptions......... -- 867 (3,065) --
Change in participation....... 3,829 -- (59) 60
Actuarial (gain)/loss......... (728) -- 3,915 --
Benefits paid................. (2,322) (64) (1,098) (139)
--------- ------- --------- ---------
Benefit obligation at end of
year........................ $ 22,530 $18,474 $ 23,456 $ 21,471
--------- ------- --------- ---------
Change in plan assets:
Fair value of plan assets at
beginning of year........... $ 11,737 -- -- --
Acquisition................... -- 12,477 -- --
Actual return on plan
assets...................... 176 (12) -- --
Contributions................. 1,553 64 1,098 139
Benefits paid................. (2,322) (792) (1,098) (139)
--------- ------- --------- ---------
Fair value of plan assets at
end of year................. $ 11,144 $11,737 -- --
--------- ------- --------- ---------
Funded status................. $ (11,386) $(5,964) $ (23,456) $ (21,471)
Unrecognized net actuarial
(gain)/loss................. 1,062 (2,014) 3,924 --
Unrecognized transition
obligation.................. 123 155 176 --
Unrecognized prior service
cost........................ 1,536 1,791 (3,030) --
--------- ------- --------- ---------
Accrued benefit cost.......... $ (8,665) $(6,032) $ (22,386) $ (21,471)
--------- ------- --------- ---------
Amounts recognized in the
consolidated balance sheet:
Accrued benefit cost.......... $ (10,575) $(6,032) $ (22,571) $ (21,471)
Intangible asset.............. 1,266 -- 176 --
Accumulated other
comprehensive income........ 644 -- 9 --
--------- ------- --------- ---------
Net amount recognized......... $ (8,665) $(6,032) $ (22,386) $ (21,471)
--------- ------- --------- ---------
Components of pension and postretirement expense were as follows for the
years ended July 31:
PENSION BENEFITS POSTRETIREMENT BENEFITS
---------------------- ------------------------
2000 1999 1998 2000 1999 1998
------ ---- ---- ------- ----- -----
Service cost................. $1,773 $300 $220 $ 750 $113 $22
Interest cost................ 1,504 348 199 1,542 227 25
Expected return.............. (962) (128) -- -- -- --
Amortization of prior service
cost....................... -- 255 255 -- -- --
Amortization of transition
obligation................. -- 32 32 (9) 28 26
Amortization of net
(gain)/loss................ 288 (265) (295) -- -- --
------ ---- ---- ------ ---- ---
$2,603 $542 $411 $2,283 $368 $73
====== ==== ==== ====== ==== ===
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21
Weighted average actuarial assumptions as of July 31 were as follows:
PENSION BENEFITS POSTRETIREMENT BENEFITS
-------------------- -----------------------
2000 1999 1998 2000 1999 1998
---- ---- ---- ----- ----- -----
Discount rate.................... 7.75% 7.5% 7% 7.75% 7.5% 7%
Expected return on plan assets... 8.5% 8.5% 8% -- -- --
Rate of compensation increase.... 4.5% 4.5% 6% -- -- --
For measurement purposes, a 7.75% annual rate increase in the per capita
cost of covered health care benefits was assumed for 2000. The rate was assumed
to decrease gradually to 5% by 2011 and remain at that level thereafter. Assumed
health care cost trend rates have a significant effect on the postretirement
benefit reported as follows:
ONE PERCENTAGE POINT
--------------------
INCREASE DECREASE
-------- --------
Postretirement benefit obligation........................ $2,356 $1,534
Service and interest cost components..................... 575 116
SEGMENT INFORMATION
The Company has organized its business into two segments consisting of
manufactured products and services. The Machinery segment contains the design,
manufacture and sale of new equipment, and the Equipment Services segment
contains after-sales service and support, including parts sales, equipment
rentals, used equipment sales and rebuilding used equipment. The Company
evaluates performance and allocates resources based on operating profit before
interest, miscellaneous income/expense and income taxes. Intersegment sales and
transfers are not significant. The accounting policies of the reportable
segments are the same as those described in the summary of significant
accounting policies.
Business segment information consisted of the following for the years ended
July 31:
2000 1999 1998
---------- -------- --------
External sales:
Machinery.............................. $ 931,048 $645,479 $463,638
Equipment Services..................... 125,120 74,745 67,221
---------- -------- --------
$1,056,168 $720,224 $530,859
---------- -------- --------
Segment profit (loss):
Machinery.............................. $ 124,994 $101,417 $ 71,946
Equipment Services..................... 37,761 23,544 23,338
General corporate expenses............. (47,269) (34,189) (24,204)
---------- -------- --------
$ 115,486 $ 90,772 $ 71,080
---------- -------- --------
Depreciation and amortization:
Machinery.............................. $ 21,289 $ 10,820 $ 8,853
Equipment Services..................... 3,174 6,587 5,265
General corporate...................... 1,507 2,123 1,632
---------- -------- --------
$ 25,970 $ 19,530 $ 15,750
---------- -------- --------
Net expenditures for long-lived assets:
Machinery.............................. $ 24,902 $ 22,223 $ 12,181
Equipment Services..................... (8,414) 4,611 5,549
General corporate...................... (2,253) 2,649 1,224
---------- -------- --------
$ 14,235 $ 29,483 $ 18,954
---------- -------- --------
20
22
2000 1999 1998
---------- -------- --------
Assets:
Machinery.............................. $ 579,710 $541,386 $187,178
Equipment Services..................... 33,798 41,340 43,337
General corporate...................... 40,079 43,091 76,824
---------- -------- --------
$ 653,587 $625,817 $307,339
---------- -------- --------
Sales to one customer amounted to 20% of Machinery sales in 2000. Sales to
another customer accounted for 13% of Machinery sales and 15% of Equipment
Services sales in 2000. Sales to a different customer amounted to 12% of
Machinery sales in 1998. Sales to another customer accounted for 17% of
Equipment Service sales in 2000.
The Company's sales by product group consisted of the following for the
years ended July 31:
2000 1999 1998
---------- -------- --------
Aerial work platforms....................... $ 790,352 $642,151 $485,171
Material handlers........................... 125,749 7,295 --
Excavators.................................. 60,144 18,367 --
Service parts, rentals, rebuilds and sales
of rental fleet and used equipment........ 79,923 52,411 45,688
---------- -------- --------
$1,056,168 $720,224 $530,859
========== ======== ========
The Company manufactures its products in the United States and sells these
products globally, but principally in North America, Europe, Australia and South
America. No single foreign country is significant to the consolidated
operations. Sales by geographic area were as follows for the years ended July
31:
2000 1999 1998
---------- -------- --------
United States............................... $ 805,955 $526,614 $362,144
Europe...................................... 178,230 137,808 93,554
Other....................................... 71,983 55,802 75,161
---------- -------- --------
$1,056,168 $720,224 $530,859
========== ======== ========
INCOME TAXES
The income tax provision consisted of the following for the years ended
July 31:
2000 1999 1998
------- ------- -------
United States:
Current........................................ $40,231 $32,625 $25,884
Deferred....................................... (5,414) (2,880) (1,924)
------- ------- -------
34,817 29,745 23,960
------- ------- -------
Other countries:
Current........................................ 719 -- --
------- ------- -------
$35,536 $29,745 $23,960
------- ------- -------
21
23
The Company made income tax payments of $33,971, $29,505 and $16,790 in
2000, 1999, and 1998, respectively.
The difference between the U.S. federal statutory income tax rate and the
Company's effective tax rate is as follows for the years ended July 31:
2000 1999 1998
---- ---- ----
Statutory U.S. federal income tax rate..................... 35% 35% 35%
Effect of export profits taxed at lower rates.............. (2) (3) (2)
Non-deductibility of goodwill.............................. 2 -- --
Other...................................................... 2 1 1
-- -- --
Effective tax rate......................................... 37% 33% 34%
== == ==
Components of deferred tax assets and liabilities were as follows at July
31:
2000 1999
------- -------
Future income tax benefits:
Employee benefits....................................... $16,178 $15,485
Contingent liabilities provisions....................... 9,263 8,679
Other................................................... 3,910 2,903
------- -------
29,351 27,067
------- -------
Deferred tax liabilities for depreciation and
asset basis differences................................. 7,589 10,719
------- -------
Net deferred tax assets................................... $21,762 $16,348
======= =======
The current and long-term deferred tax asset amounts are included in other
current assets and other asset balances on the consolidated balance sheets.
STOCK BASED INCENTIVE PLANS
The Company's stock incentive plan has reserved 4,641 shares of capital
stock that may be awarded to key employees in the form of options to purchase
capital stock or restricted shares. The option price and vesting terms of
options and restricted shares are set by the Company's Board of Directors. For
all options currently outstanding, the option price is the fair market value of
the shares on their date of grant.
The Company's stock option plan for directors provides for an annual grant
to each outside director of a single option to purchase six thousand shares of
capital stock, providing the Company earned a net profit, before extraordinary
items, for the prior fiscal year. The option exercise price shall be equal to
the shares' fair market value on their date of grant. An aggregate of 1,849
shares of capital stock is reserved to be issued under the plan.
22
24
Outstanding options and transactions involving the plans are summarized as
follows:
2000 1999 1998
-------------------------- -------------------------- --------------------------
WEIGHTED AVERAGE WEIGHTED AVERAGE WEIGHTED AVERAGE
EXERCISE EXERCISE EXERCISE
OPTIONS PRICE OPTIONS PRICE OPTIONS PRICE
------- ---------------- ------- ---------------- ------- ----------------
Outstanding options at the
beginning of the year... 2,164 $10.81 1,795 $ 7.51 1,466 $ 4.88
Options granted........... 1,092 11.11 522 20.78 479 14.59
Options canceled.......... (50) 15.29 (10) 17.46 (40) 8.66
Options exercised......... (101) 2.35 (143) 5.21 (110) 3.00
----- ------ ----- ------ ----- ------
Outstanding options at the
end of the year......... 3,105 $11.12 2,164 $10.81 1,795 $ 7.51
===== ====== ===== ====== ===== ======
Exercisable options at the
end of the year......... 1,561 $ 8.73 1,366 $ 6.18 1,281 $ 4.63
===== ====== ===== ====== ===== ======
Information with respect to stock options outstanding at July 31, 2000 is
as follows:
OPTIONS OUTSTANDING OPTIONS EXERCISABLE
----------------------------------------------- -----------------------------
WEIGHTED WEIGHTED WEIGHTED
RANGE OF NUMBER AVERAGE AVERAGE NUMBER AVERAGE
EXERCISE PRICES OUTSTANDING REMAINING LIFE EXERCISE PRICE EXERCISABLE EXERCISE PRICE
--------------- ----------- -------------- -------------- ----------- --------------
$1.12 to $1.59 360 3 $1.15 360 $1.15
2.93 to 3.30 288 4 3.01 288 3.01
5.64 to 10.53 1,145 9 9.66 269 6.83
11.41 to 14.75 579 8 13.15 300 13.18
17.31 to 17.69 270 8 17.62 204 17.60
18.09 to 21.94 463 9 21.18 140 21.09
The Company has elected to apply Accounting Principles Board Opinion No.
25, "Accounting for Stock Issued to Employees" and related interpretations in
accounting for its stock options. Under this opinion, the Company does not
recognize compensation expense arising from such grants because the exercise
price of the Company's stock options equals the market price of the underlying
stock on the date of grant. Pro forma information regarding net income and
earnings per share has been determined as if the Company had accounted for its
employee stock options under the fair value method. The fair value for these
options was estimated at the date of grant using a Black-Scholes option pricing
model with the following assumptions:
2000 1999 1998
----- ----- -----
Volatility factor...................................... .524 .475 .478
Expected life in years................................. 3.9 2.8 3.0
Dividend yield......................................... .40% .10% .15%
Interest rate.......................................... 6.12% 5.38% 5.73%
Weighted-average fair market value at date of grant.... $5.06 $3.96 $5.12
For purposes of pro forma disclosures, the estimated fair value of the
options is amortized over the options' vesting period. The Company's pro forma
information follows for the years ended July 31:
2000 1999 1998
------- ------- -------
Net income....................................... $58,398 $60,142 $46,021
Earnings per common share........................ 1.33 1.37 1.05
Earnings per common share -- assuming dilution... 1.33 1.34 1.03
23
25
BASIC AND DILUTED EARNINGS PER SHARE
The following table sets forth the computation of basic and diluted
earnings per share for the years ended July 31:
2000 1999 1998
------- ------- -------
Net income....................................... $60,507 $61,271 $46,510
======= ======= =======
Denominator for basic earnings per
share -- weighted average shares............... 43,687 43,846 43,666
Effect of dilutive securities -- employee stock
options and unvested restricted shares......... 382 1,116 765
------- ------- -------
Denominator for diluted earning per share --
weighted average shares adjusted for dilutive
securities..................................... 44,069 44,962 44,431
======= ======= =======
Earnings per common share........................ $ 1.39 $ 1.40 $ 1.07
======= ======= =======
Earnings per common share -- assuming dilution... $ 1.37 $ 1.36 $ 1.05
======= ======= =======
During fiscal 2000, options to purchase 1.3 million shares of capital stock
at a range of $11.41 to $21.94 were not included in the computation of diluted
earnings per share because the options' exercise price was greater than the
average market price of the capital shares.
SHAREHOLDER RIGHTS PLAN
Effective May 24, 2000, the Board of Directors of the Company declared a
distribution of one Right for each outstanding share of capital stock to
shareholders of record at the close of business on June 15, 2000. Each Right
entitles the registered holder to purchase from the Company one-tenth of a share
of Company capital stock at a purchase price of $40 per whole share of Company
capital stock. The Rights will expire on May 24, 2010 unless redeemed earlier by
the Company or exchanged for capital stock.
Separate certificates for Rights will not be distributed, nor will the
Rights be exercisable unless a person or group (an "Acquiring Person") acquires
15% or more, or announces an offer that could result in acquiring 15% or more of
the Company's capital shares unless such acquisition or offer is pursuant to a
Permitted Offer approved by a majority of directors who are not officers of the
Company or affiliates of the Acquiring Person. Following an acquisition of 15%
or more of the Company's capital shares (a "Stock Acquisition"), each
Rightholder, except the 15% or more stockholder, has the right to receive, upon
exercise, capital shares valued at twice the then applicable exercise price of
the Right (or, under certain circumstances, cash, property or other Company
securities.)
Similarly, unless certain conditions are met, if the Company engages in a
merger or other business combination following a Stock Acquisition where it does
not survive or survives a change or exchange of its capital shares or if 50% or
more of its assets, earning power or cash flow is sold or transferred, the
Rights become exercisable for shares of the acquirer's stock having a value of
twice the exercise price (or, under certain circumstances, cash or property.)
The Rights are not exercisable, however, until the Company's right of redemption
described below has expired.
At any time until 10 business days following public announcement that a 15%
or greater position has been acquired in the Company's stock, a majority of the
Board of Directors may redeem the Rights in whole, but not in part, at a price
of $0.001 per Right, payable, at the election of such majority of the Board of
Directors in cash or shares of Company capital stock. Immediately upon the
action of a majority of the Board of Directors ordering the redemption of the
Rights, the Rights will terminate and the only right of the holders of Rights
will be to receive the redemption price.
24
26
REPURCHASE OF CAPITAL STOCK
During the year ended July 31, 2000, the Company repurchased 795 shares of
its capital stock at an aggregate cost of $6.8 million. At July 31, 2000, the
Company had remaining authorization to repurchase an additional 4.2 million
shares of its capital stock.
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. The Company's
insurance program for 2000 was comprised of a self-insured retention of $7
million for domestic claims, insurance coverage of $2 million for international
claims and catastrophic coverage for domestic and international claims of $75
million in excess of the retention and primary coverage. The Company contracts
with an independent firm to provide claims handling and adjustment services. The
Company's estimates with respect to claims are based on internal evaluations of
the merits of individual claims and the reserves assigned by the Company's
independent firm. The methods of making such estimates and establishing the
resulting accrued liability are reviewed frequently, and any adjustments
resulting therefrom are reflected in current earnings. Claims are paid over
varying periods, which generally do not exceed five years. Accrued liabilities
for future claims are not discounted.
With respect to all product liability claims of which the Company is aware,
accrued liabilities of $16.1 million and $14.1 million were established at July
31, 2000 and 1999, respectively. While the Company's ultimate liability may
exceed or be less than the amounts accrued, the Company believes that it is
unlikely that it would experience losses that are materially in excess of such
reserve amounts. As of July 31, 2000 and 1999, there were no insurance
recoverables or offset implications and there were no claims by the Company
being contested by insurers.
RESTRUCTURING COSTS
During the calendar year 1997, the Company downsized and rationalized its
operations. This resulted in restructuring charges for severance and termination
benefits, costs associated with closing a smaller, less productive manufacturing
facility and other asset impairments were $1,689 in 1998.
UNAUDITED QUARTERLY FINANCIAL INFORMATION
Unaudited financial information was as follows for the fiscal quarters
within the years ended July 31:
EARNINGS PER
EARNINGS PER COMMON SHARE -
NET COMMON ASSUMING
NET SALES GROSS PROFIT INCOME SHARE DILUTION
---------- ------------ ------- ------------ --------------
2000
October 31................. $ 217,995 $ 52,573 $13,248 $ .30 $ .29
January 31................. 206,868 38,595 3,085 .07 .07
April 30................... 291,564 63,960 18,128 .41 .40
July 31.................... 339,741 75,958 26,046 .61 .61
---------- -------- ------- ----- -----
$1,056,168 $231,086 $60,507 $1.39 $1.37
========== ======== ======= ===== =====
1999
October 31................. $ 128,655 $ 29,725 $10,253 $ .23 $ .23
January 31................. 138,235 31,508 11,327 .26 .25
April 30................... 196,747 44,111 17,299 .40 .39
July 31.................... 256,587 61,609 22,392 .51 .49
---------- -------- ------- ----- -----
$ 720,224 $166,953 $61,271 $1.40 $1.36
========== ======== ======= ===== =====
25
27
REPORT OF MANAGEMENT
The consolidated financial statements of JLG Industries, Inc. in this
report were prepared by its management, which is responsible for their content.
In management's opinion, the financial statements reflect amounts based upon its
best estimates and informed judgments and present fairly the financial position,
results of operations and cash flows of the Company in conformity with generally
accepted accounting principles.
The Company maintains a system of internal accounting controls and
procedures which are intended, consistent with justifiable cost, to provide
reasonable assurance that transactions are executed as authorized, that they are
properly recorded to produce reliable financial records, and that accountability
for assets is maintained. The accounting controls and procedures are supported
by careful selection and training of personnel, examination by an internal
auditor and continuing management commitment to the integrity of the internal
control system.
The financial statements have been audited by Ernst & Young LLP,
independent auditors. The independent auditors have evaluated the Company's
internal controls and performed tests of procedures and accounting records in
connection with the issuance of their reports on the fairness of the financial
statements.
The Board of Directors has appointed an Audit Committee composed entirely
of directors who are not employees of the Company. The Audit Committee meets
with representatives of management, the internal auditor and independent
auditors both separately and jointly. Its functions include recommending the
selection of independent auditors; conferring with the independent auditors and
reviewing the scope and fees of the annual audit and the results thereof;
reviewing the Company's annual report to shareholders and annual filings with
the Securities and Exchange Commission; reviewing the adequacy of the Company's
internal audit function, as well as the accounting and financial controls and
procedures; and approving the nature and scope of nonaudit services performed by
the independent auditors.
William M. Lasky James H. Woodward, Jr.
President and Senior Vice President and
Chief Executive Officer Chief Financial Officer
October 5, 2000
26
28
REPORT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
To The Board of Directors and Shareholders
JLG Industries, Inc.
McConnellsburg, Pennsylvania
We have audited the accompanying consolidated balance sheets of JLG
Industries, Inc. as of July 31, 2000 and 1999, and the related consolidated
statements of income, shareholders' equity, and cash flows for each of the three
years in the period ended July 31, 2000. These financial statements are the
responsibility of the Company'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. 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 consolidated financial position of JLG Industries,
Inc. at July 31, 2000 and 1999, and the consolidated results of its operations
and its cash flows for each of the three years in the period ended July 31,
2000, in conformity with accounting principles generally accepted in the United
States.
Baltimore, Maryland
September 6, 2000
27
29
ITEM 9-- CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
None.
PART III
ITEM 10--DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The information required by this Item 10 relating to identification of
directors is set forth under the caption "Election of Directors" in the
Company's Proxy Statement and is incorporated herein by reference.
Identification of officers is presented in Item 1 of this report under the
caption "Executive Officers of the Registrant."
ITEM 11--EXECUTIVE COMPENSATION
The information required by this Item 11 relating to executive compensation
is set forth under the captions "Board of Directors" and "Executive
Compensation" in the Company's Proxy Statement and is incorporated herein by
reference.
ITEM 12--SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The information required by this Item 12 relating to security ownership of
certain beneficial owners and management is set forth under the caption "Voting
Securities and Principal Holders" in the Company's Proxy Statement and is
incorporated herein by reference.
ITEM 13--CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The information required by this Item 13 is set forth under the caption
"Certain Relationships and Related Transactions" in the Company's Proxy
Statement and is incorporated herein by reference.
28
30
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
(a) (1) The consolidated financial statements of the registrant and its
subsidiaries are set forth in Item 8 of Part II of this report.
(2) Financial Statement Schedules
The schedules for which provision is made in the applicable accounting
regulation of the Securities and Exchange Commission are not required under the
related instructions or are inapplicable and, therefore, have been omitted.
(3) Exhibits
EXHIBIT
NUMBER EXHIBIT
- ------- -------
3.1 Articles of Incorporation of JLG Industries, Inc., which
appears as Exhibit 3 to the Company's Form 10-Q (File No.
0-8454 -- filed December 13, 1996), is hereby incorporated
by reference.
3.2 By-laws of JLG Industries, Inc. which appears as Exhibit 3.1
to the Company's 10-Q (File No. 0-8454 -- filed December 14,
1999), is hereby incorporated by reference.
4.1 First Union Credit Agreement dated June 18, 1999 between JLG
Industries, Inc. and First Union National Bank, which
appears as Exhibit 10.2 to the Company's Form 8-K/A (File
No. 0-8454 -- filed August 31, 1999), is hereby incorporated
by reference.
4.2 Amendment number one and consent and waiver under First
Union Credit Agreement dated June 18, 1999 between JLG
Industries, Inc. and First Union National Bank.
4.3 Amendment number two and consent and waiver under First
Union Credit Agreement dated June 18, 1999 between JLG
Industries, Inc. and First Union National Bank.
4.4 Working Capital Agreement dated December 16, 1999 between
JLG Industries, Inc. and First Union National Bank which
appears as Exhibit 4.1 to the Company's Form 10-Q (File No.
0-8454 -- filed February 23, 2000), is hereby incorporated
by reference.
4.5 Amendment number one and consent and waiver under Working
Capital Agreement dated December 16, 1999 between JLG
Industries, Inc. and First Union National Bank.
4.6 Receivables Purchasing Agreement among Fulton Funding
Corporation, JLG Industries, Inc., Market Street Funding
Corporation and PNC Bank, National Association dated June
30, 2000.
4.7 Rights Agreement, dated as of May 24, 2000, between JLG
Industries, Inc. and American Stock Transfer and Trust
Company which appears as Exhibit 1 to the Company's Form
8-A12B (File No. 0-8454 -- filed May 21, 2000), is hereby
incorporated by reference.
4.8 Agreement to disclose upon request.
10.1 JLG Industries, Inc. Directors' Deferred Compensation Plan
amended and restated as of August 1, 1998 which appears as
Exhibit 10.2 to the Company's 10-K (File No. 0-8454 -- filed
October 13, 1998, is hereby incorporated by reference.
10.2 JLG Industries, Inc. Stock Incentive Plan amended and
restated as of September 1, 1999, which appears as Appendix
B to the Company's Proxy Statement (File No. 0-8454 -- filed
October 12, 1999), is hereby incorporated by reference..
10.3 JLG Industries, Inc. Directors Stock Option Plan amended and
restated as of August 1, 1998, which appears as Exhibit 10.6
to the Company's Form 10-K (File No. 0-8454 -- filed October
13, 1998), is hereby incorporated by reference..
10.4 JLG Industries, Inc. Supplemental Executive Retirement Plan
effective February 16, 2000, which appears as Exhibit 10.8
to the Company's Form 10-Q (File No. 0-8454 -- filed June 5,
2000), is hereby incorporated by reference.
29
31
EXHIBIT
NUMBER EXHIBIT
- ------- -------
10.5 JLG Industries, Inc. Executive Retiree Medical Benefits Plan
effective June 1, 1995, which appears as Exhibit 10.9 to the
Company's Form 10-K (File No. 0-8454 -- filed October 6,
1997), is hereby incorporated by reference.
10.6 JLG Industries, Inc. Executive Severance Plan effective
February 16, 2000, which appears as Exhibit 10.10 to the
Company's Form 10-Q (File No. 0-8454 -- filed June 5, 2000),
is hereby incorporated by reference.
10.7 JLG Industries, Inc. Executive Deferred Compensation Plan
amended and restated as of August 1, 1998 which appears as
Exhibit 10.11 to the Company's 10-K (File No.
0-8454 -- filed October 13, 1998), is hereby incorporated by
reference.
10.8 Amended and Restated Employment Agreement dated May 10, 1999
between Gradall Industries, Inc. and Barry L. Phillips which
appears as Exhibit 10.9 to the Company's 10-K (File No.
0-8454 -- filed October 12, 1999), is hereby incorporated by
reference.
10.9 Deferred Compensation Agreement between The Gradall Company
and Barry L. Phillips which appears as Exhibit 10.10 to the
Company's 10-K (File No. 0-8454 -- filed October 12, 1999),
is hereby incorporated by reference.
10.10 The Gradall Company Amended and Restated Supplemental
Executive Retirement Plan effective March 1, 1988 which
appears as Exhibit 10.11 to the Company's 10-K (File No.
0-8454 -- filed October 12, 1999), is hereby incorporated by
reference.
10.11 The Gradall Company Benefit Restoration Plan which appears
as Exhibit 10.12 to the Company's 10-K (File No.
0-8454 -- filed October 12, 1999), is hereby incorporated by
reference.
10.12 Split-Dollar Life Insurance Agreement dated as of August 30,
1995 between The Gradall Company and Barry L. Phillips which
appears as Exhibit 10.13 to the Company's 10-K (File No.
0-8454 -- filed October 12, 1999), is hereby incorporated by
reference.
10.13 Employment Agreement dated November 1, 1999 between JLG
Industries, Inc. and William M. Lasky, which appears as
Exhibit 10.2 to the Company's Form 10-Q (File No.
0-8454 -- filed December 14, 1999), is hereby incorporated
by reference.
10.14 Employment Agreement dated July 18, 2000 between JLG
Industries, Inc. and James H. Woodward, Jr.
21 Subsidiaries of the registrant
23 Consent of independent auditors
27 Financial Data Schedule
99 Cautionary Statements Pursuant to the Securities Litigation
Reform Act of 1995
(b) Reports on Form 8-K
The Company was not required to file Form 8-K pursuant to requirements of
such form for any of the three months ended July 31, 2000.
30
32
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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 on September 21, 2000.
JLG INDUSTRIES, INC.
(REGISTRANT)
/s/ WILLIAM M. LASKY
--------------------------------------
William M. Lasky
President and Chief Executive Officer
and Director
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES EXCHANGE ACT OF 1934, THIS
REPORT HAS BEEN SIGNED BELOW BY THE FOLLOWING PERSONS ON BEHALF OF THE
REGISTRANT AND IN THE CAPACITIES INDICATED AS OF SEPTEMBER 21, 2000.
SIGNATURE TITLE
- --------- -----
/s/ L. DAVID BLACK Chairman of the Board
- ---------------------------------------------
L. David Black
/s/ CHARLES H. DILLER, JR. Executive Vice President and Director
- ---------------------------------------------
Charles H. Diller, Jr.
/s/ GEORGE R. KEMPTON Director
- ---------------------------------------------
George R. Kempton
/s/ JAMES A. MEZERA Director
- ---------------------------------------------
James A. Mezera
/s/ CHARLES O. WOOD, III Director
- ---------------------------------------------
Charles O. Wood, III
/s/ JAMES H. WOODWARD, JR. Senior Vice President and Chief Financial
- --------------------------------------------- Officer
James H. Woodward, Jr.
31