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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, 1997
[ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the transition period from to
Commission file number: 0-8454
JLG INDUSTRIES, INC.
(Exact name of registrant as specified in its charter)
PENNSYLVANIA 25-1199382
(State or other jurisdiction of (I.R.S. Employer
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
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Securities registered pursuant to Section 12(b) of the Act:
Title of class Name of exchange on which registered
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Capital Stock ($.20 par value) New York Stock Exchange
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Securities registered pursuant to Section 12(g) of the Act:
None
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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. [X]
At September 12, 1997, there were 44,011,695 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 $529,756,673.
Documents Incorporated by Reference
Portions of the Proxy Statement for the 1997 Annual Meeting of Shareholders are
incorporated by reference into Part III.
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TABLE OF CONTENTS
Item
- ----
PART 1
1. Business .............................................................................. 1
Products ............................................................................ 1
Marketing .......................................................................... 1
Product Development ................................................................. 2
Competition ....................................................................... 2
Executive Officers of the Registrant ............................................... 2
Product Liability ................................................................. 2
Employees .......................................................................... 3
Foreign Operations ................................................................. 3
2. Properties ........................................................................... 3
3. Legal Proceedings ..................................................................... 3
4. Submission of Matters to a Vote of Security Holders ................................. 3
PART II
5. Market for the Registrant's Common Equity and Related Stockholder Matters ............ 3
6. Selected Financial Data ............................................................... 4
7. Management's Discussion and Analysis of Financial Condition and Results of Operations 6
8. Financial Statements and Supplementary Data .......................................... 8
Consolidated Balance Sheets ........................................................ 8
Consolidated Statements of Income .................................................. 9
Consolidated Statements of Shareholders' Equity ................................... 9
Consolidated Statements of Cash Flows ............................................... 10
Notes to Consolidated Financial Statements ......................................... 11
Report of Ernst & Young LLP, Independent Auditors ................................... 16
9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 16
PART III
10. Directors and Executive Officers of the Registrant .................................... 16
11. Executive Compensation ............................................................... 17
12. Security Ownership of Certain Beneficial Owners and Management ........................ 17
13. Certain Relationships and Related Transactions ....................................... 17
PART IV
14. Exhibits, Financial Statement Schedules and Reports on Form 8-K ..................... 17
Financial Statement Schedule ........................................................ 17
Exhibits .......................................................................... 18
Signatures ................................................................................ 19
PART I
ITEM 1. BUSINESS
The Company is the world's leading manufacturer, distributor and international
marketer of aerial work platforms used primarily in industrial, commercial,
institutional and construction applications. Sales are made principally to
independent equipment rental companies that rent the Company's products and
provide service support to equipment users. Equipment purchases by end-users,
either directly from the Company or through distributors, comprise a
significant, but smaller portion of sales. The Company also generates revenues
from sales of used equipment and from equipment rentals and services provided
by its JLG Equipment Services operations.
Products
Aerial work platforms are designed to permit workers to position themselves and
their tools and materials efficiently 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 either at the
end of telescoping and/or articulating booms or on top of scissor or other
vertical lifting mechanisms, which, in turn, are mounted on, four-wheel
chassis. The Company offers aerial work platforms powered by electric motors or
gasoline, diesel, or propane engines. All of the Company's aerial work
platforms are designed for stable operation in elevated positions.
Boom lifts are especially useful for reaching over machinery and equipment that
is mounted on floors and for reaching other elevated positions not easily
approached by a vertical lifting device. 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. The distributor net price of the Company's standard models at July 31,
1997, ranged from approximately $18,700 to $325,000.
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. The distributor net price of the
Company's standard models at July 31, 1997, ranged from approximately $9,500 to
$49,100.
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 36 feet when fully extended.
The rated lift capacities range from 300 to 750 pounds. The distributor net
price of the Company's standard models at July 31, 1997, ranged from
approximately $3,400 to $8,600.
Marketing
The Company's products are marketed internationally, primarily through a
network of independent distributors. The North American distributor network
approximates 100 companies operating through nearly 300 branches. In Europe,
the Company's distribution base includes approximately 80 locations. The
Company also has established distributors in the Asia/Pacific region,
Australia, Japan and Latin America, including a joint-venture arrangement in
Brazil. The Company's distributors rent and sell the Company's products and
provide service support. The Company also sells directly through its own
marketing organizations to certain major and national accounts, as well as to
customers in parts of the world where independent distribution is either not
available or not commercially feasible.
The Company supports the sales, service, and rental programs of its
distributors with product advertising, cooperative promotional programs, major
trade show participation, and distributor personnel training in both service
and product attributes. The Company supplements domestic sales and service
support to its international customers through its overseas facilities in the
United Kingdom and Australia.
1
The Company maintains a national rental fleet of aerial work platforms. The
purpose of this fleet is to assist the Company's distributors in servicing
large, one-time projects and in meeting periods of unanticipated rental demand,
and to make available equipment to distributors with growing markets, but
limited financial resources. This operation also repairs and refurbishes
equipment for its own use or for sale to its distributors.
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
$7,280,000, $6,925,000, and $5,542,000 for the fiscal years 1997, 1996 and
1995, respectively. New and redesigned products introduced in the past two
years accounted for approximately 46% percent of fiscal 1997 sales.
The Company has various registered trademarks and patents and considers them to
be beneficial in its business.
Competition
In selling its major products, the Company experiences two types of
competition. The Company competes with more traditional means of accomplishing
the tasks performed by aerial work platforms, such as ladders, scaffolding and
other devices. The Company believes that its aerial work platforms in many
applications are safer, more versatile and more efficient, taking into account
labor costs, than traditional methods and that its aerial work platforms enjoy
competitive advantages when the job calls for frequent movement from one
location to another at the same site, or when there is a need to return to the
ground frequently for tools and materials.
The Company competes principally with nine aerial work platform manufacturers.
Some of the Company's competitors are part of, or are affiliated with,
companies which are larger and have greater financial resources than the
Company. The Company believes that its product quality, customer service,
experienced distribution network, national rental fleet and reputation for
leadership in product improvement and development provide significant
competitive advantages.
The Company believes it commands the largest share of the market for boom lift
and scissor lift products and is one of the three largest producers of vertical
mast lifts.
Executive Officers of the Registrant
Positions with the Company
Name Age (date of initial election)
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L. David Black 60 Chairman of the Board, President and Chief Executive Officer
(1993); prior to 1993, President and Chief Executive Officer (1991).
Charles H. Diller, Jr. 52 Executive Vice President and Chief Financial Officer (1990).
Michael Swartz 52 Senior Vice President--Marketing (1990).
Rao G. Bollimpalli 59 Senior Vice President--Engineering (1990).
Raymond F. Treml 57 Senior Vice President--Manufacturing (1990).
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.
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 improperly
operated or without proper maintenance or training. Based upon the Company's
best estimate of anticipated losses, product liability costs approximated 0.7%,
0.9% and 1.4% of net sales, for the years ended July 31, 1997, 1996 and 1995,
respectively.
2
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 2,686 and 2,705 persons employed as of July 31, 1997 and 1996,
respectively. In September 1997, the Company reduced its workforce 27% pursuant
to a restructuring plan to re-size the Company for current market conditions.
The Company believes its employee relations are good, and it has experienced no
work stoppages as a result of labor problems.
Foreign Operations
The Company manufactures its products in the U.S. for sales throughout the
world. Sales to customers outside the U.S. were 30%, 24% and 18% of total net
sales for 1997, 1996 and 1995, respectively. Sales in Europe were 15%, 12% and
8% of total sales for 1997, 1996 and 1995, respectively.
ITEM 2. PROPERTIES
The Company has manufacturing plants and office space at six sites in
Pennsylvania totaling 770,000 square feet and situated on 110 acres of land. Of
this, 687,000 square feet are owned, with the remainder under long-term lease.
The Company owns a small facility in Australia and has several other sales and
service locations under operating leases in Australia and Scotland. The
Company's properties used in its operations are considered to be in good
operating condition, well-maintained and suitable for their present purposes.
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
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. Prior to September 18, 1996, the Company's shares were traded on
the NASDAQ National Market under the symbol JLGI. The table below sets forth
the market prices and average shares traded daily for the past two fiscal
years.
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Average Shares
Price per Share Traded Daily
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Quarter Ended 1997 1996 1997 1996
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High Low High Low
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October 31 ...... $24.25 $13.50 $ 8.33 $ 5.67 334,032 261,809
January 31 ...... $20.63 $14.50 $10.17 $ 7.67 273,575 219,170
April 30 ......... $21.38 $11.50 $19.08 $ 8.83 375,933 397,375
July 31 ......... $16.25 $11.00 $29.50 $12.00 325,347 916,362
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All share and per share data in the table above have been adjusted for the
two-for-one stock splits distributed in April and October 1995 and the
three-for-one split distributed in July 1996. The Company's quarterly cash
dividend rate is currently $.005 per share, or $.02 on an annual basis.
3
ITEM 6. SELECTED FINANCIAL DATA
ELEVEN-YEAR FINANCIAL SUMMARY
(in thousands of dollars, except per share data)
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Year ended July 31 1997 1996 1995 1994
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RESULTS OF OPERATIONS
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Net sales $526,266 $413,407 $269,211 $ 176,443
Gross profit 130,005 108,716 65,953 42,154
Selling, administrative and product
development expenses (56,220) (44,038) (33,254) (27,147)
Restructuring charge (1,897)
Income (loss) from operations 71,888 64,678 32,699 15,007
Interest expense (362) (293) (376) (380)
Other income (expense), net (288) 1,281 376 (24)
Income (loss) before taxes 71,238 65,666 32,699 14,603
Income tax (provision) benefit (25,090) (23,558) (11,941) (5,067)
Net income (loss) 46,148 42,108 20,758 9,536
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PER SHARE DATA
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Net income (loss) 1.06 0.95 0.49 0.23
Cash dividends .02 0.015 0.0092 0.0083
Shares used in computation (in thousands) 43,606 44,392 42,508 41,950
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PERFORMANCE MEASURES
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Return on sales 8.8% 10.2% 7.7% 5.4%
Return on average assets 21.6% 28.5% 20.2% 12.1%
Return on average shareholders' equity 33.3% 47.9% 37.1% 23.8%
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FINANCIAL POSITION
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Working capital 84,638 71,807 45,404 32,380
Current assets as a percent of current
liabilities 219% 226% 216% 208%
Property, plant and equipment, net 56,064 34,094 24,785 19,344
Total assets 249,392 182,628 119,708 91,634
Total debt 3,952 2,194 2,503 7,578
Shareholders' equity 161,945 113,208 68,430 45,706
Total debt as a percent of total capitalization 2% 2% 4% 14%
Book value per share 3.70 2.61 1.60 1.09
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OTHER DATA
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Product development expenditures 7,280 6,925 5,542 4,373
Capital expenditures, net of retirements 29,757 16,668 8,618 7,762
Additions to rental fleet, net of disposals 14,199 9,873 1,548 1,455
Depreciation and amortization 10,389 6,505 3,875 2,801
Employees 2,686 2,705 2,222 1,620
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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.
4
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1993 1992 1991 1990 1989 1988 1987
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$123,034 $ 110,479 $ 94,439 $149,281 $121,330 $ 81,539 $ 59,827
28,240 22,542 20,113 37,767 32,384 23,598 17,075
(23,323) (22,024) (21,520) (21,834) (18,974) (14,117) (11,946)
(4,922) (2,781) (1,015)
4,917 (4,404) (4,188) 14,918 13,410 9.481 5,129
(458) (1,218) (1,467) (2,344) (1,375) (925) (1,039)
180 (149) (707) 858 399 485 958
4,639 (5,771) (6,362) 13,432 12,434 9,041 5,048
(1,410) 2,733 3,122 (4,950) (4,882) (3,766) (3,008)
3,229 (3,038) (3,240) 8,482 7,552 5,275 2,040
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0.07 (0.07) (0.08) 0.20 0.18 0.13 0.05
0.005 0.0208 0.0167 0.0125 0.0083
43,634 43,077 42,542 42,121 42,019 41,331 40,854
2.6% (2.8%) (3.4%) 5.7% 6.2% 6.5% 3.4%
4.6% (4.0%) (4.2%) 10.4% 11.9% 10.8% 4.9%
8.5% (7.9%) (7.7%) 21.8% 23.5% 21.2% 9.8%
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26,689 33,304 36,468 47,289 34,745 27,378 16,895
217% 268% 266% 304% 254% 250% 216%
13,877 13,511 13,726 14,402 11,343 8,677 7,975
72,518 73,785 74,861 86,741 70,570 57,692 42,431
4,471 12,553 14,175 18,404 13,799 11,805 5,513
38,939 37,186 38,596 44,109 35,331 28,465 22,582
10% 25% 27% 29% 28% 29% 20%
0.89 0.86 0.90 1.05 0.84 0.68 0.55
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3,385 3,628 3,430 3,520 2,904 2,910 2,010
3,570 1,364 1,637 4,615 4,054 1,619 1,197
273 3,470 534 (1,437) (481) 912
2,500 2,569 1,953 1,771 1,609 1,968 1,830
1,324 1,014 1,182 1,565 1,455 972 804
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5
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
Results of Operations
Sales for 1997 increased 27% over 1996 and 54% from 1996 to 1995. Excluding the
Material Handling Division, which was divested in May 1996, the increase was
33% for 1997. The increase in sales reflected generally stronger demand across
all product classes and markets. Sales to customers outside the United States
were 30%, 24% and 18% of total sales in 1997, 1996 and 1995, respectively.
Sales from new and redesigned products introduced over the past two years
contributed 46%, 27% and 24% to sales in 1997, 1996 and 1995, respectively.
Gross profit, as a percent of sales, decreased to 25% in 1997 from 26% in 1996.
The decrease is principally due to a shift in product mix to smaller, less
profitable models; the effects of increased sales discounts related to
increasingly competitive market conditions; and product introduction costs.
Gross profit, as a percent of sales, increased to 26% in 1996 from 24% in 1995
primarily due to the effects of spreading fixed overhead expenses over a higher
production base, lower product liability costs and higher selling prices.
Selling, administrative and product development expenses increased $12.2
million and $10.8 million in 1997 and 1996, respectively, but as a percent of
sales were 11% for 1997 and 1996, compared to 12% for 1995. The dollar increase
for both years principally reflected higher personnel and related costs,
increased expenses associated with expanding foreign operations and increased
consulting expenses. The increase in 1996 also included higher advertising
costs which was partially offset by lower bad debt expenses.
During the fourth quarter of 1997, the Company initiated plans to downsize and
rationalize its operations. This resulted in a restructuring charge of $1.9
million for severance and termination benefits and costs associated with
closing a smaller, less productive manufacturing facility and ceasing planned
expansion of administrative facilities. The Company anticipates that an
additional $5 million of restructuring costs related to workforce reductions
and retraining employees will be incurred in 1998, which do not qualify for
inclusion in 1997 under generally accepted accounting principles.
For 1997, miscellaneous expense included $800,000 in currency conversion losses
compared to $800,000 in gains for 1996.
The effective income tax rates were 35%, 36% and 37% for 1997, 1996 and 1995,
respectively. The decreases in the effective income tax rate are primarily due
to tax benefits related to the increasing level of export sales and a lower
effective state income tax rate.
Financial Condition
The Company continues to maintain a strong financial position, funding capital
projects and working capital needs principally out of operating cash flow and
cash reserves, while remaining virtually debt-free. Working capital increased
by $12.8 million in 1997 and $26.4 million in 1996, principally as a result of
increased sales growth, including higher inventory and receivable levels to
support increased international business.
At July 31, 1997, the Company had unused credit lines totaling $30 million and
cash balances of $25.4 million. The Company considers these resources, coupled
with cash expected to be generated by operations, adequate to meet its
foreseeable funding needs, including anticipated 1998 expenditures of $13.3
million for capital projects and $14.0 million in additions to its equipment
held for rental.
The Company's exposure to product liability claims is discussed in the note
entitled Commitments and Contingencies of the Notes to Consolidated Financial
Statements, Item 8 of Part II 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.
6
Outlook
This Outlook section and other parts of this Management's Discussion and
Analysis contain forward-looking information and involve 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.
The outlook for fiscal 1998 is for the temporary product saturation that led to
softer order patterns during the second half of fiscal 1997 to continue, but
improvement is expected as the year progresses. Therefore, management expects
fiscal 1998's sales to be significantly below 1997's levels, approximating
fiscal 1996's $413 million. Net income and earnings per share are likewise
expected to be significantly below 1997's level due principally to the softer
order patterns, the continuation of the unfavorable product mix to smaller,
less profitable machines and increasingly competitive market conditions.
Management plans to focus on specific improvement goals during fiscal 1998
including: improve processes and reduce costs; accelerate new product
development; expand global distribution; enhance customer support services;
grow JLG Equipment Services; strengthen employee involvement and pursue
strategic acquisitions. The goal of this business plan is to position the
Company for long-term profitable growth and enhanced shareholder value.
7
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
CONSOLIDATED BALANCE SHEETS
July 31
-----------------------
(in thousands, except per share data) 1997 1996
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ASSETS
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Current Assets
Cash ............................................................... $ 25,436 $ 30,438
Accounts receivable, less allowance for doubtful accounts of $1,282
in 1997 and $1,215 in 1996 .......................................... 70,164 54,342
Inventories:
Finished goods ...................................................... 30,441 12,925
Work in process ................................................... 12,132 13,972
Raw materials ...................................................... 11,154 12,536
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53,727 39,433
Other current assets ................................................ 6,381 4,649
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Total Current Assets ................................................ 155,708 128,862
Property, Plant and Equipment
Land and improvements ................................................ 4,124 3,443
Buildings and improvements .......................................... 21,266 14,119
Machinery and equipment ............................................. 58,592 37,960
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83,982 55,522
Less allowance for depreciation .................................... 27,918 21,428
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56,064 34,094
Equipment Held for Rental, net of accumulated depreciation of $3,626 in
1997 and $1,475 in 1996 ............................................. 24,951 13,459
Other Assets ......................................................... 12,669 6,213
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$249,392 $182,628
===================
LIABILITIES AND SHAREHOLDERS' EQUITY
- ------------------------------------
Current Liabilities
Current portion of long-term debt .................................... $ 267 $ 243
Accounts payable ................................................... 43,027 34,535
Accrued payroll and related taxes .................................... 10,256 8,904
Accrued sales costs ................................................ 6,025 3,409
Other current liabilities .......................................... 11,495 9,964
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Total Current Liabilities .......................................... 71,070 57,055
Long-Term Debt ...................................................... 3,685 1,951
Contingent and Other Liabilities .................................... 12,692 10,414
Shareholders' Equity
Capital stock:
Authorized shares: 100,000, at $.20 par value
Issued and outstanding shares: 1997--43,726 shares;
1996--43,382 shares ................................................ 8,745 8,676
Additional paid-in capital .......................................... 11,391 7,879
Equity adjustment from translation ................................. (2,180) (2,060)
Retained earnings ................................................... 143,989 98,713
-------------------
Total Shareholders' Equity .......................................... 161,945 113,208
-------------------
$249,392 $182,628
===================
The accompanying notes are an integral part of these financial statements.
8
CONSOLIDATED STATEMENTS OF INCOME
Years Ended July 31
---------------------------------
(in thousands, except per share data) 1997 1996 1995
===================================================================================
Net Sales .................................... $526,266 $413,407 $269,211
Cost of sales ................................. 396,261 304,691 203,258
-------------------------------
Gross Profit ................................. 130,005 108,716 65,953
Selling, administrative and product development
expenses .................................... 56,220 44,038 33,254
Restructuring charge ........................ 1,897
-------------------------------
Income from Operations ........................ 71,888 64,678 32,699
Other income (deductions):
Interest expense ........................... (362) (293) (376)
Miscellaneous, net ........................... (288) 1,281 376
-------------------------------
Income before Taxes ........................... 71,238 65,666 32,699
Income tax provision ........................ 25,090 23,558 11,941
-------------------------------
Net Income .................................... $ 46,148 $ 42,108 $ 20,758
===============================
Net Income per Share ........................ $ 1.06 $ .95 $ .49
===============================
Weighted Average Shares ..................... 43,606 44,392 42,508
===============================
CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY
Equity
Capital Stock Additional Adjustment
-------------------- Paid-in from Retained Treasury
(in thousands, except per share data) Shares Par Value Capital Translation Earnings Stock
- -------------------------------------------------------------------------------------------------------------------
Balances at July 31, 1994 .................. 41,906 $8,816 $ 4,984 ($1,899) $ 36,884 ($3,079)
Net income for the year ..................... 20,758
Dividends paid: $.0092 per share ............ (389)
Aggregate translation adjustment, net of
deferred tax benefit of $837 ............... 100
Stock option transactions .................. 553 111 985
Contribution to employee benefit plan ...... 366 640 519
Retirement of treasury stock ............... (362) (2,198) 2,560
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Balances at July 31, 1995 .................. 42,825 8,565 4,411 (1,799) 57,253
Net income for the year ..................... 42,108
Dividends paid: $.015 per share ............ (648)
Aggregate translation adjustment, net of
deferred tax benefit of $737 ............... (261)
Stock option transactions .................. 557 111 3,468
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Balances at July 31, 1996 .................. 43,382 8,676 7,879 (2,060) 98,713
Net income for the year ..................... 46,148
Dividends paid: $.02 per share............... (872)
Aggregate translation adjustment, net of
deferred tax benefit of $1,228 ............ (120)
Stock option transactions .................. 344 69 3,512
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Balances at July 31, 1997 .................. 43,726 $8,745 $11,391 ($2,180) $143,989
=====================================================================
The accompanying notes are an integral part of these financial statements.
9
CONSOLIDATED STATEMENTS OF CASH FLOWS
Year Ended July 31
---------------------------------------------
(in thousands) 1997 1996 1995
=========================================================================================================
Operations
Net income ............................................. $ 46,148 $ 42,108 $ 20,758
Adjustments to reconcile net income to cash
provided by operating activities:
Depreciation ....................................... 10,389 6,505 3,875
Provision for self-insured losses .................. 2,745 2,938 2,800
Deferred income taxes .............................. 775 502 (596)
------------------------------------------
60,057 52,053 26,837
Changes in operating assets and liabilities:
Accounts receivable ................................. (15,822) (23,748) (7,522)
Inventories .......................................... (14,294) (13,686) (9,867)
Other current assets ................................. (1,506) (278) 1,412
Accounts payable .................................... 8,492 16,680 5,251
Accrued expenses and other current liabilities ...... 5,499 3,076 4,328
Changes in other assets and liabilities ............... (7,819) (3,406) (1,857)
------------------------------------------
Cash provided by operations ........................... 34,607 30,691 18,582
Investments
Purchases of property, plant and equipment ............ (29,795) (16,690) (11,035)
Proceeds from sale of property, plant and
equipment ............................................. 38 22 2,417
Additions to equipment held for rental ............... (14,199) (9,873) (1,548)
Proceeds from sale of Material Handling Division ...... 10,954
------------------------------------------
Cash used for investments .............................. (43,956) (15,587) (10,166)
Financing
Issuance of long-term debt ........................... 2,000
Repayment of long-term debt ........................... (242) (309) (5,081)
Payment of dividends ................................. (872) (648) (389)
Exercise of stock options ........................... 3,581 3,579 915
Stock issued for employee benefit plans ............... 1,159
------------------------------------------
Cash provided by (used for) financing .................. 4,467 2,622 (3,396)
Currency Adjustments
Effect of exchange rate changes on cash ............... (120) (261) (135)
Cash
Net change in cash .................................... (5,002) 17,465 4,885
Beginning balance .................................... 30,438 12,973 8,088
------------------------------------------
Ending balance ....................................... $ 25,436 $ 30,438 $ 12,973
==========================================
The accompanying notes are an integral part of these financial statements.
10
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in thousands, except per share
data)
================================================================================
SUMMARY OF SIGNIFICANT ACCOUNTING POLICES
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. In preparing the financial statements, management
is required to make estimates and assumptions that affect the amounts reported
in the financial statements and accompanying notes. Actual results may differ
from those estimates. Certain prior year amounts in the consolidated financial
statements have been reclassified to conform to the presentation used for 1997.
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 because it results in a better matching of
current costs and revenues. Inventories at July 31, 1997 and 1996 would have
been higher by $5,870 and $4,307, respectively, had the Company used FIFO cost,
which approximates current cost, rather than LIFO cost, for valuation of its
inventories.
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.
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.
Capital Stock
The Company distributed a three-for-one stock split in July 1996 and
two-for-one splits in April 1995 and October 1995. The splits were effected by
stock dividends. All share and per share data included in this report have been
restated to reflect the stock splits.
Product Development
The Company incurred product development and other engineering expenses of
$7,280, $6,925 and $5,542 in 1997, 1996 and 1995, respectively, which were
charged to expense as incurred.
Fair Value of Financial Instruments
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 borrowing arrangements.
Stock-Based Compensation
The Company has elected to apply Accounting Principals 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 income and earnings per share data
required by Financial Accounting Standards Board Statement No. 123, "Accounting
for Stock-Based Compensation," are not included herein since they are not
materially different from amounts reported.
11
Translation of Foreign Currencies
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.
Net Income Per Share
Net income per share for all periods presented is computed by dividing net
income by the weighted average shares outstanding. The effect of capital stock
equivalents is immaterial to earnings per share.
In February 1997, the Financial Accounting Standards Board issued Statement No.
128, "Earnings Per Share," which is required to be adopted for periods ending
after December 15, 1997. Earlier application is not permitted. At that time,
the Company will be required to change the method currently used to compute
earnings per share and to restate all prior periods. Under the new requirements
for calculating primary earnings per share, the dilutive effect of options will
be excluded. As a result of adopting Statement 128, no change is anticipated in
the previously reported primary earnings per share for years ended July 31,
1997, 1996 and 1995. The impact of Statement 128 on the calculation of fully
diluted earnings per share is not expected to be material.
INCOME TAXES
The income tax provision consisted of the following for the years ended July
31:
- --------------------------------------------------------
1997 1996 1995
- --------------------------------------------------------
Current:
Federal ............. $23,442 $20,476 $10,641
State ................ 2,423 2,580 1,896
-----------------------------
25,865 23,056 12,537
Deferred:
Federal ............ (674) 435 (483)
State ............... (101) 67 (113)
-----------------------------
(775) 502 (596)
-----------------------------
$25,090 $23,558 $11,941
=============================
The Company made income tax payments of $24,928, $24,435, and $11,858 in 1997,
1996, and 1995, 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:
- ------------------------------------------------------------------------------------
1997 1996 1995
- ------------------------------------------------------------------------------------
Statutory U.S. federal income tax rate ......... 35% 35% 35%
State tax provision, net of federal effect ...... 2 3 4
Other .......................................... (2) (2) (2)
------------------------------
35% 36% 37%
==============================
12
Components of deferred tax assets and liabilities were as follows at July 31:
- ---------------------------------------------------------------------
1997 1996
- ---------------------------------------------------------------------
Future income tax benefits:
Contingent liabilities provisions ............ $4,542 $4,065
Employee benefits .............................. 1,910 1,331
Translation adjustments ........................ 1,256 1,193
Inventory valuation provisions ............... 921 649
Other .......................................... 673 966
----- ------
9,302 8,204
----- ------
Deferred tax liabilities:
Depreciation and asset basis differences ...... 1,577 1,165
Other .......................................... 153
------
1,577 1,318
----- ------
7,725 6,886
Less valuation allowance ........................ (280) (222)
----- ------
Net deferred tax assets ........................ $7,445 $6,664
=================
The current and long-term deferred tax asset amounts are included in other
current and other asset amounts on the consolidated balance sheets.
EMPLOYEE BENEFIT PLANS
The Company has a discretionary, defined-contribution retirement plan covering
all its eligible U.S. employees. The Company's policy is to fund the pension
cost as accrued. Plan assets are invested in money market funds, mutual funds
and the Company's capital stock. The aggregate expense relating to these plans
was $4,716, $4,355 and $2,298 in 1997, 1996 and 1995, respectively.
The Company's stock incentive plan has reserved 5,321 common shares that may be
awarded to key employees in the form of options to purchase capital stock or
restricted shares. The option price is set by the Compensation Committee of 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 annual grants 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 price shall be equal to the
shares' fair market value on their date of grant. An aggregate of 1,920 shares
of capital stock is authorized to be issued under the plan.
13
Outstanding options and transactions involving the plans are summarized as
follows:
- -----------------------------------------------------------------------------------------------------------------
1997 1996 1995
- -----------------------------------------------------------------------------------------------------------------
Weighted Weighted Weighted
Average Average Average
Exercise Exercise Excercise
Options Price Options Price Options Price
- -----------------------------------------------------------------------------------------------------------------
Outstanding options at the beginning of the year 1,705 $ 4.28 1,911 $ 2.58 2,077 $ 2.01
Options granted ................................. 36 17.44 275 12.57 455 4.72
Options canceled .............................. (34) 3.96 (8) 2.93 (44) 2.15
Options exercised .............................. (241) 2.33 (473) 2.07 (577) 1.19
--------------------------------------------------------------
Outstanding options at the end of the year ...... 1,466 $ 4.88 1,705 $ 4.28 1,911 $ 2.58
==============================================================
Exercisable options at the end of the year ...... 1,082 $ 3.95 778 $ 2.65 535 $ 1.74
==============================================================
Exercise prices for options outstanding at July 31, 1997, ranged from $.94 to
$17.44. The weighted average remaining contractual life of those options is
seven years.
RESTRUCTURING CHARGE
During the fourth quarter of 1997, the Company initiated plans to downsize and
rationalize its operations. This resulted in a restructuring charge of $1.9
million for severance and termination benefits and costs associated with
closing a smaller, less productive manufacturing facility and ceasing planned
expansion of administrative facilities. At July 31, 1997, $1.1 million of
restructuring costs are included in other accrued expenses.
INDUSTRY AND EXPORT DATA
The Company operates in one dominant industry segment--the manufacture, sale
and rental of aerial work platforms. The Company manufactures its products in
the U.S., and the majority of its customers are U.S.-based equipment rental
firms. Additionally, its receivables from these customers are generally not
collateralized. One customer accounted for 13% of sales for 1997, 1996 and
1995. Export sales were 30%, 24% and 18% of total sales for 1997, 1996 and
1995, respectively. Sales in Europe were 15%, 12% and 8% of total sales for
1997, 1996 and 1995, respectively.
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 fiscal year 1997 was comprised of a self-insured
retention of $5 million and catastrophic coverage of $25 million in excess of
the retention. The Company contracts with an independent insurance 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 insurance 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 outstanding claims of which the Company is aware, accrued
liabilities of $9.6 million and $8.9 million were established at July 31, 1997
and 1996, 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 estimated
amounts. As of July 31, 1997 and 1996, there were no insurance recoverables or
offset implications and there were no claims by the Company being contested by
insurers.
14
UNAUDITED QUARTERLY FINANCIAL INFORMATION
Unaudited financial information was as follows for the fiscal quarters within
the years ended July 31:
- ---------------------------------------------------------------------------
Net Net Income
Net Sales Gross Profit Income Per Share
- ---------------------------------------------------------------------------
1997
October 31 ...... $120,206 $ 32,703 $12,343 $ .28
January 31 ...... 121,246 30,996 11,227 .26
April 30 ......... 143,642 35,691 12,921 .30
July 31 ......... 141,172 30,615 9,657 .22
-----------------------------------------------------
$526,266 $130,005 $46,148 $1.06
=====================================================
1996
October 31 ...... $ 86,701 $ 21,494 $ 7,780 $ .18
January 31 ...... 87,558 22,458 8,268 .19
April 30 ......... 113,217 31,296 12,461 .28
July 31 ......... 125,931 33,468 13,599 .30
-----------------------------------------------------
$413,407 $108,716 $42,108 $ .95
=====================================================
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
control 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 independent
auditors and reviewing the scope and fee of the prospective annual audit and
the results of their work; 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.
/s/ L. David Black /s/ Charles H. Diller,
- -------------------- ------------------------
L. David Black Charles H. Diller, Jr.
Chairman of the Board, Executive Vice President
President and and Chief Financial Officer
Chief Executive Officer
September 1, 1997
15
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, 1997 and 1996, and the related consolidated statements of
income, shareholders' equity, and cash flows for each of the three years in the
period ended July 31, 1997. Our audit also included the financial statement
schedule listed in the index of Item 14(a). These financial statements and
schedule are the responsibility of the Company's management. Our responsibility
is to express an opinion on these financial statements and schedule based on
our audits.
We conducted our audits in accordance with generally accepted auditing
standards. 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, 1997 and 1996, and the consolidated results of its operations
and its cash flows for each of the three years in the period ended July 31,
1997, in conformity with generally accepted accounting principles. Also, in our
opinion, the related financial statement schedule, when considered in relation
to the basic financial statements taken as a whole, presents fairly in all
material respects the information set forth therein.
/s/ Ernst & Young LLP
Baltimore, Maryland
September 4, 1997
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."
16
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"
of the Company's Proxy Statement and is herein incorporated 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" of the Company's Proxy Statement and is
herein incorporated by reference.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The information required by this Item 13 relating to certain relationships and
related transactions is set forth under the caption "Certain Transactions" of
the Company's Proxy Statement and is herein incorporated by reference.
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 Schedule II, Valuation and Qualifying Accounts
Charged
Balance at to Costs Charged Deductions Balance
Beginning and to Other from at End
(thousands of dollars) of Year Expenses Accounts Reserves(1) of Year
- ------------------------------------------------------------------------------------------------------------
Year ended July 31, 1997
Allowance for doubtful accounts ...... $1,215 $ 96 ($ 29) $1,282
==============================================================
Year ended July 31, 1996
Allowance for doubtful accounts ...... $1,325 $107 ($217) $1,215
==============================================================
Year ended July 31, 1995
Allowance for doubtful accounts ...... $ 965 $360 $1,325
==============================================================
(1) Includes amounts written off and transferred to other accounts and
adjustment resulting from conversion of foreign currencies
All other 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.
17
(3) Exhibits
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 3.4 to the Company's Form 10-K (File
No. 0-8454--filed October 17, 1996), is hereby incorporated by reference.
4.1 Trust Indenture between the Bedford County, Pennsylvania Industrial Development Authority and
the Fulton County National Bank and Trust Company, as Trustee, which appears as Exhibit B5 to
the Company's Form 10-K (File No. 0-8454--filed October 24, 1979), is hereby incorporated by
reference.
4.2 Installment Sale Agreement between Bedford County, Pennsylvania Industrial Development
Authority and JLG Industries, Inc., which appears as Exhibit B6 to the Company's Form 10-K (File
No. 0-8454 --filed October 24, 1979), is hereby incorporated by reference.
4.3 Agreement to disclose upon request.
10.1 Stock Redemption Agreement dated August 27, 1980, between JLG Industries, Inc. and Paul K.
Shockey, which appears as Exhibit 25 to the Company's Form S-7 (Registration No. 2-69194--filed
September 18, 1980), is hereby incorporated by reference.
10.2 JLG Industries, Inc. Directors' Deferred Compensation Plan amended and restated as of August 1,
1997.
10.3 JLG Industries, Inc. Stock Incentive Plan amended and restated as of August 1, 1997.
10.4 Credit Agreement dated December 21, 1989 among JLG Industries, Inc., the First National Bank
of Maryland, and Philadelphia National Bank, which appears as Exhibit 4.1 to the Company's 10-Q
(File No. 0-8454 filed March 12, 1990), is hereby incorporated by reference.
10.5 First Modification Agreement, dated January 29, 1990 to the Credit Agreement dated December 21,
1989 among JLG Industries, Inc., the First National Bank of Maryland, and Philadelphia National
Bank, which appears as Exhibit 4.3 to the Company's 10-Q (File No. 0-8454--filed March 12, 1990),
is hereby incorporated by reference.
10.6 Second Modification Agreement, dated September 17, 1993 to the Credit Agreement dated December
21, 1989 among JLG Industries, Inc., the First National Bank of Maryland, and Philadelphia National
Bank, which appears as Exhibit 10.12 to the Company's 10-K (File No. 0-8454--filed October 20,
1993), is hereby incorporated by reference.
10.7 JLG Industries, Inc. Directors Stock Option Plan amended and restated as of August 1, 1997.
10.8 JLG Industries, Inc. Supplemental Executive Retirement Plan effective June 1, 1995, which appears
as Exhibit 3.4 to the Company's Form 10-K (File No. 0-8454--filed October 17, 1996), is hereby
incorporated by reference.
10.9 JLG Industries, Inc. Executive Retiree Medical Benefits Plan effective June 1, 1995, which appears
as Exhibit 3.4 to the Company's Form 10-K (File No. 0-8454--filed October 17, 1996), is hereby
incorporated by reference.
10.10 JLG Industries, Inc. Executive Severance Plan effective June 1, 1995, which appears as Exhibit 3.4
to the Company's Form 10-K (File No. 0-8454--filed October 17, 1996), is hereby incorporated
by reference.
10.11 JLG Industries, Inc. Executive Deferred Compensation Plan amended and restated as of August 1,
1997.
22 Listing of Subsidiaries
23 Consent of Independent Auditors
27 Financial Data Schedule
99 Cautionary Statements Pursuant to the Securities Litigation Reform Act of 1995
(b) The Company was not required to file Form 8-K pursuant to requirements of
such form in the fourth quarter of fiscal 1997.
18
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 18, 1997.
JLG INDUSTRIES, INC.
(Registrant)
/s/ L. David Black
---------------------------
L. David Black, Chairman of the Board,
President and Chief Executive Officer
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 18, 1997.
/s/ Charles H. Diller, Jr.
- -----------------------------------
Charles H. Diller, Jr., Executive Vice President,
Chief Financial Officer, Secretary and Director
/s/ George R. Kempton
- -----------------------------------
George R. Kempton,Director
/s/ Gerald Palmer
- -----------------------------------
Gerald Palmer, Director
/s/ Stephen Rabinowitz
- -----------------------------------
Stephen Rabinowitz, Director
/s/ Thomas C. Wajnert
- -----------------------------------
Thomas C. Wajnert, Director
19
NOTES
[JLG LOGO]