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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
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, 2003
|_| 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: 1-12123
JLG INDUSTRIES, INC.
(Exact name of registrant as specified in its charter)
PENNSYLVANIA 25-1199382
(State or other jurisdiction of incorporation (I.R.S. Employer
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:
(Title of class) (Name of exchange on which registered)
---------------- --------------------------------------
Capital Stock ($.20 par value) New York Stock Exchange
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. |_|
Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Exchange Act). Yes |X| No |_|
At September 15, 2003, there were 43,367,432 shares of capital stock of the
Registrant outstanding, and the aggregate market value of the voting stock held
by non-affiliates of the Registrant at that date was $470,355,585.
Documents Incorporated by Reference
Portions of the Proxy Statement for the 2003 Annual Meeting of Shareholders are
incorporated by reference into Part III.
TABLE OF CONTENTS
Item
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PART I
1. Business 1
Products and Services 1
Segment Financial Information 4
Marketing and Distribution 4
Product Development 4
Intellectual Property 4
Seasonal Nature of Business 4
Competition 4
Material and Supply Arrangements 5
Product Liability 5
Employees 5
Environmental 5
Foreign Operations 5
Executive Officers of the Registrant 6
Available Information 6
2. Properties 6
3. Legal Proceedings 7
4. Submission of Matters to a Vote of Security Holders 7
PART II
5. Market for the Registrant's Common Equity and Related Stockholder Matters 7
6. Selected Financial Data 8
7. Management's Discussion and Analysis of Financial Condition and Results of Operations 10
Results of Operations 10
Critical Accounting Policies and Estimates 14
Financial Condition 17
Outlook 19
Market Risk 20
Recent Accounting Pronouncements 21
Off-Balance Sheet Arrangements 21
7A. Quantitative and Qualitative Disclosures About Market Risk 21
8. Financial Statements and Supplementary Data 22
Consolidated Statements of Income 22
Consolidated Balance Sheets 23
Consolidated Statements of Shareholders' Equity 24
Consolidated Statements of Cash Flows 25
Notes to Consolidated Financial Statements 26
Report of Management 49
Report of Independent Auditors 50
9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 51
9A. Controls and Procedures 51
PART III
10. Directors and Executive Officers of the Registrant 51
11. Executive Compensation 51
12. Security Ownership of Certain Beneficial Owners and Management 51
13. Certain Relationships and Related Transactions 51
14. Principal Accountant Fees and Services 51
PART IV
15. Exhibits, Financial Statement Schedules and Reports on Form 8-K 52
Financial Statement Schedules 52
Exhibits 52
Reports on Form 8-K 54
Signatures 55
PART I
ITEM 1. BUSINESS
Founded in 1969, we are the world's leading producer of access equipment
and highway-speed telescopic hydraulic excavators (excavators). Our diverse
product portfolio encompasses leading brands such as JLG(R) aerial work
platforms; JLG, Sky Trak(R), Lull(R) and Gradall(R) telehandlers; Gradall
excavators; Triple-L(TM) drop-deck trailers; and an array of complementary
accessories that increase the versatility and efficiency of the products for the
end users. We market our products and services through a multi- channel approach
that includes a highly trained sales force, marketing, the Internet, integrated
supply programs and a network of distributors. In addition to designing and
manufacturing our products, we offer world-class after-sales service and support
and financing and leasing solutions for our customers in the industrial,
commercial, institutional and construction markets. Our manufacturing facilities
are located in the United States and Belgium, with sales and service locations
on six continents.
On August 1, 2003, we completed our acquisition of the OmniQuip(R)
business unit ("OmniQuip") of Textron Inc., which includes all operations
relating to the Sky Trak and Lull brand telehandler products. OmniQuip
manufactures and markets telehandlers and is North America's leading producer of
telehandlers used in numerous applications by commercial and residential
building contractors, as well as by customers in other construction, military
and agricultural markets. OmniQuip is also a key supplier of telehandlers to the
U.S. military. For additional information relative to our OmniQuip acquisition,
see Note 2 of the Notes to Consolidated Financial Statements, Item 8 of Part II
of this report.
Products and Services
We are organized in three business segments--Machinery, Equipment
Services, and Access Financial Solutions.
Machinery
Our Machinery segment consists of the design, manufacture and sale of new
aerial work platforms, telehandlers, telescoping hydraulic excavators and
trailers.
Our JLG brand aerial work platforms are designed to permit workers to
position themselves, their tools and materials efficiently and safely in
elevated work areas of up to 150 feet high that otherwise might have to be
reached by the erection of scaffolding, by the use of ladders or through other
devices. We produce three basic types of mobile aerial work platforms under the
JLG brand: boom lifts, scissor lifts, and vertical mast lifts, including our
recently introduced stock picker model. 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.
Various standard accessories for specified end-user applications also may be
incorporated into certain aerial work platform models. Our aerial work platforms
are primarily used in construction, industrial and commercial applications, and
are designed for stable operation in elevated positions.
Our 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 and are ideal for
applications where the chassis cannot be positioned directly beneath the
intended work area. We produce 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 or raised. Boom-type models
have work platforms, which vary in size from 30 inches by 48 inches to 36 inches
by 96 inches, with the rated lift capacities ranging from 500 to 1,000 pounds.
Our scissor lifts are designed to provide access from directly below or
adjacent to a work area. In general, scissor lifts have larger work areas and
allow for heavier loads than boom lifts. Compact electric models can maneuver in
restricted areas, and many are designed to fit through standard doorways. Larger
models, usually with internal combustion engines, find usage in outdoor
environments and generally provide higher capacities and larger work areas than
indoor models. Scissor lifts may be maneuvered in a manner similar to boom
lifts, but the platforms may be extended only vertically,
1
except for an available option that extends the deck horizontally up to six
feet. Scissor lifts are available in various models, with maximum platform
heights of up to 50 feet and various platform sizes up to seven feet wide and up
to 14 feet long. The rated lift capacities range from 500 to 2,500 pounds.
Our 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 and have rated lift capacities
ranging between 300 and 500 pounds. In addition, our stock picker models can
reach up to 21 feet and have a capacity of up to 500 pounds.
Our Sky Trak, Lull, JLG and Gradall brand telehandlers are typically used
by residential, non- residential and institutional building contractors and
agricultural workers for lifting, transporting and placing a wide variety of
materials at their point of use or storage. The Sky Trak and Lull brands are our
newest lines, having been added as a result of our August 1, 2003 acquisition of
OmniQuip. With the acquisition, we have become North America's leading
manufacturer and marketer of telehandlers, which have rated lift capacities
ranging from 6,600 to 10,000 pounds and maximum lifting heights ranging from 23
to 55 feet, as well as a variety of material handling attachments. In addition
to the Sky Trak and Lull commercial lines, the acquisition also brought the
All-Terrain Lifter, Army System sole source contract with the U.S. Army, as well
as the Millennia Military Vehicle, which has found favor with the U.S. Marine
Corps. In addition, during 2001, we launched our first North American-design
all-wheel-steer telehandler.
We are also a growing player in the European telehandler segment. During
2002, we launched our first European-design compact telehandler line. Our
European-design telehandlers target both construction and agricultural markets
and leverages our existing European-based manufacturing and wholly owned sales
and service operations. During fiscal 2003, we purchased the assets related to a
line of telehandlers for the agricultural market, which complements our
European-design telehandlers. The machines will be produced in our Maasmechelen,
Belgium facility and will be available for initial distribution in Europe by the
summer of 2004.
Our Gradall brand excavators are typically used by contractors and
government agencies for ditching, sloping, finish grading and general
maintenance and infrastructure projects. Our excavators are distinguished from
other types of excavators by their telescoping, rotating booms and low overhead
clearance requirements. The boom's arm-like motion increases the machine's
versatility, optimizing the potential to use a wide variety of attachments. We
manufacture and market a variety of track-mounted and wheel-mounted excavators,
including specialized models used in mining and hazardous waste removal
applications and are the leading supplier of highway-speed wheel-mounted
excavators in North America.
We also have recently introduced in North America a line of Triple-L brand
equipment trailers with towing capacities ranging from 2,000 to 10,000 pounds,
and we assemble and market portable light towers in Australia.
Equipment Services
Our Equipment Services segment focuses on after-sales service and support
activities that enhance our ability to generate additional revenues throughout
the life cycle of the products that we sell. For example, we re-manufacture and
recondition (to certain specified standards, including ANSI standards), repair
and resell JLG used equipment. In addition, we resell used equipment of
competing manufacturers. We offer a variety of service warranties on these
machines. We are the only access equipment manufacturer which has complete
in-house re-manufacturing capability and which sells remanufactured equipment
with a factory warranty equivalent to our equipment. This operation also has
been certified as meeting ISO 9002 standards relating to customer service
quality.
We also distribute replacement parts for our and competing manufacturers'
equipment through supplier-direct shipment programs and a system of two parts
depots in North America and single parts depots in each of Europe and Australia.
Sales of replacement parts have historically been less cyclical and typically
generate higher margins than sales of new equipment. To help facilitate parts
sales, we have been expanding our usage of Internet-based e-commerce in an
effort to develop ever-closer relationships with our customers. For example, we
handle most of our warranty transactions and nearly half of our parts orders via
the Internet.
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As another service to our customers, we have a rental fleet of
approximately 900 units that we deploy in North America to support our rental
company customers' demands for short-term rental contracts. Through a joint
venture, we maintain a similar rental fleet of approximately 200 units in
Europe. The rental aspect of our North American and European operations is
designed to support, rather than compete with, our rental company customers,
offering added fleet management flexibility by making additional machines
available on short-term leases to meet peak demand needs of particular large
projects. Also, in Great Britain, we operate a small fleet of service vehicles.
We support the sales, service, and rental programs of our customers with
product advertising, co-operative promotional programs, major trade show
participation, and training programs covering service, products and safety. We
supplement domestic sales and service support to our international customers
through overseas facilities in Australia, Belgium, Brazil, France, Germany, Hong
Kong, Italy, New Zealand, Norway, Poland, South Africa, Spain, Sweden and the
United Kingdom, and a joint venture in the Netherlands.
Access Financial Solutions
Access Financial Solutions focuses on pre-sales services by providing
equipment financing and leasing solutions in connection with sales of our
products that are tailored to meet our customers' individual economic, capital
structure and operational requirements. We conduct this business through our
wholly owned subsidiary, Access Financial Solutions, Inc. ("AFS"). Financing
arrangements offered by AFS include installment sale contracts, capital leases,
synthetic leases, operating leases and rental purchase guarantees. Terms of
these arrangements vary depending on the type of transaction, but typically
range between 36 and 72 months and may require us to guarantee certain of our
customers' obligations to third-party financing companies. These guarantees are
a result of entering into agreements with finance companies whereby our
equipment is sold to a finance company which, in turn, sells or leases it to a
customer or is sold to a customer which is financed by a financing company.
Under certain terms and conditions, we retain a limited liability in the event
the customer defaults on the financing. During the financing term, the customer
generally is responsible for insurance, taxes and maintenance of the equipment,
and the customer bears the risk of damage to or loss of the equipment. For
additional information relative to guarantees, see Note 18 of the Notes to
Consolidated Financial Statements, Item 8 of Part II of this report.
The North American staff of AFS is comprised of seasoned professionals who
are experienced in credit analysis and financial services support. AFS adheres
to credit policies that require various levels of credit approval depending on
the transaction size and overall credit concentration with any customer. For
example, Chief Executive Officer credit approval is required for any single
customer credit including open account balance in excess of $10 million and
approval of the Finance Committee of the Board of Directors is required for any
single customer credit in excess of $25 million. Credit decisions to extend
financing to customers are based on a rigorous credit review process that
incorporates both financial analyses as well as business rationale to support a
particular customer. Once identified as a key customer, AFS regularly reviews
the customer's financial results and projections and its business and expansion
plans and continuously monitors our overall credit exposure to that customer.
AFS also maintains a small staff in Europe which assists customers in
locating financing offered by third parties, either with or without credit
enhancement provided by us.
During fiscal 2003, we supported our customers in directly financing
$153.5 million in sales, and arranging third-party financing for an additional
$37.7 million in sales or approximately 23% and 6% of our total machinery sales,
respectively. We rely on our customary sources of liquidity, including
borrowings under our credit facilities, to fund AFS direct financings. We then
monetize a substantial portion of the receivables originated by AFS through an
ongoing program of syndications, limited recourse financings and other
monetization transactions. During fiscal 2003, we sold, through various limited
recourse monetization transactions with eight different funding providers,
$112.8 million in finance receivables originated by AFS. In connection with some
of these monetization transactions, we have limited recourse obligations
relating to possible defaults by the obligors under the terms of the contracts,
which comprise the finance receivables. For additional information relative to
limited recourse obligations, see Note 4 of the Notes to Consolidated Financial
Statements, Item 8 of Part II of this report. Depending on the nature of the AFS
monetization transaction, we either retain servicing of the finance receivables
and remit collections to the third-party purchaser or lender, as the case
3
may be, or we engage a third-party servicer. These monetization transactions
allow us to provide ongoing liquidity for our customer financing activities.
Segment Financial Information
Financial information regarding each of our segments appears in Note 10 of
the Notes to Consolidated Financial Statements, Item 8 of Part II of this
report.
Marketing and Distribution
Our products are marketed worldwide through independent rental companies
and distributors that rent and sell our products and provide service support, as
well as through other sales and service branches or organizations in which we
hold equity positions. North American customers are located in all 50 states in
the U.S., as well as in Canada and Mexico. International customers are located
in Europe, the Asia/Pacific region, Australia, Japan, Africa and Latin America,
and our sales force comprises almost 150 employees worldwide. In North America,
teams of sales employees are dedicated to specific major customers or geographic
regions. Our sales employees in Europe and the rest of the world are spread
among our 22 international sales and service offices.
Sales to one customer, United Rentals, Inc., accounted for 15%, 21% and
20% of our consolidated revenues for the years ended July 31, 2003, 2002 and
2001, respectively.
Certain of our operations have been certified as meeting ISO 9001 and ISO
9002 standards. We believe that ISO certification is valuable because a number
of customers require such certification as a condition to doing business.
Product Development
We invest significantly in product development, diversification and
improvement, including the modification of existing products and modification of
existing products for special applications. Our product development staff is
comprised of over 150 employees. Product development expenditures totaled
approximately $16.1 million, $15.6 million and $15.9 million for the fiscal
years 2003, 2002 and 2001, respectively. In those same years, new or redesigned
products introduced within the preceding 24 months comprised 29%, 30% and 28% of
sales, respectively.
Intellectual Property
We have various registered trademarks and patents relating to our products
and our business, including registered trademarks for the JLG, Gradall, Sky Trak
and Lull brand names. While we consider this intellectual property to be
beneficial in the operation of our business, we are not dependent on any single
patent or trademark or group of patents or trademarks.
Seasonal Nature of Business
Our business is seasonal with a substantial portion of our sales occurring
in the spring and summer months which constitute the traditional construction
season. In addition, within any fiscal quarter the majority of our sales occur
within the final month of the quarter.
Competition
We operate in the global construction, maintenance and industrial
equipment market. Our competitors range from some of the world's largest
multi-national industrial equipment manufacturers to small single-product niche
manufacturers. Within this global market, we face competition principally from
two significant aerial work platform manufacturers and approximately 20 smaller
aerial work platform manufacturers and seven major telehandler manufacturers, as
well as numerous other manufacturers of other niche products such as boom
trucks, cherry pickers, mast climbers, straight mast and truck-mounted
forklifts, rough-terrain and all-terrain cranes, truck-mounted cranes, portable
material lifts and various types of earth moving equipment that offer similar or
overlapping functionality to our products. We believe we are the world's leading
manufacturer of aerial work platforms and one of the world's leading
manufacturers of telehandlers. We are currently a niche supplier of excavators,
but within the narrow category of highway-speed, wheeled-mounted excavators, we
are the leading supplier in North America.
4
Material and Supply Arrangements
We obtain raw materials, principally steel; other component parts, most
notably engines, drive motors, tires, bearings and hydraulic components; and
supplies from third parties. We also outsource certain assemblies and fabricated
parts. We rely on preferred vendors as a sole source for "just-in-time" delivery
of many raw materials and manufactured components. We believe these arrangements
have resulted in reduced investment requirements, greater access to technology
developments and lower per-unit costs. Although we rely on certain specific
suppliers as preferred vendors, no single component part or raw material is
available only from one vendor. Because we maintain limited raw material and
component inventories, even brief unanticipated delays in delivery by suppliers
may adversely affect our ability to satisfy our customers on a timely basis and
thereby affect our financial performance. In addition, recently, market prices
of some of the raw materials we use (such as steel) have increased
significantly. If we are not able to pass raw material or component price
increases on to our customers, our margins could be adversely affected.
Product Liability
We have rigorous product safety standards and are continually improving
the safety and reliability of our products. We monitor accidents and possible
claims and establish liability estimates with respect to claims based on
internal evaluations of the merits of individual claims and the reserves
assigned by our independent insurance claims adjustment firm. The methods of
making such estimates and establishing the resulting accrued liability are
reviewed frequently, and any adjustments resulting from such reviews are
reflected in current earnings. Reserves are based on actual incidents and do not
necessarily directly relate to sales activity. Based upon our best estimate of
anticipated losses, product liability costs approximated 0.9%, 1.1% and 0.7% of
revenues for the years ended July 31, 2003, 2002 and 2001, respectively.
For additional information relative to product liability insurance
coverage and cost, see Note 18 of the Notes to Consolidated Financial
Statements, Item 8 of Part II of this report.
Employees
We had 2,747 employees as of August 1, 2003, which included 484 OmniQuip
employees. Approximately 14% of our employees are represented by unions under
contracts, which expire December 31, 2004 and April 22, 2006.
Environmental
Our operations are subject to various international, federal, state and
local environmental laws and regulations. These laws and regulations are
administered by international, federal, state and local agencies. Among other
things, these laws and regulations regulate the discharge of materials into the
water, air and land, and govern the use and disposal of hazardous and
non-hazardous materials. We believe that our operations are in substantial
compliance with all applicable environmental laws and regulations, except for
violations that we believe would not have a material adverse effect on our
business or financial position.
Foreign Operations
We manufacture our products in the U.S. and Belgium for sale throughout
the world. Revenues from customers outside the U.S. were 27%, 28% and 26% of
revenues for 2003, 2002 and 2001, respectively. Revenues from European customers
were 19%, 22% and 19% of revenues for 2003, 2002 and 2001, respectively.
Additional financial information regarding our foreign operations appears in
Note 10 of the Notes to Consolidated Financial Statements, Item 8 of Part II of
this report.
5
Executive Officers of the Registrant
Positions with the Company and business experience
during past five years
Name Age (date of initial election)
- --------------------------------------------------------------------------------
William M. Lasky 56 Chairman of the Board, President and Chief
Executive Officer (2001); prior to 2000, President
and Chief Executive Officer; prior to 2000,
President and Chief Operating Officer; prior to
1999, President, Dana Corporation, Worldwide
Filtration Products Group.
James H. Woodward, Jr. 50 Executive Vice President and Chief Financial
Officer (2002); prior to 2002, Senior Vice
President and Chief Financial Officer; prior to
2000, Vice President and Director E-Business, Dana
Corporation; prior to 2000, Vice President and
Corporate Controller, Dana Corporation.
Peter L. Bonafede, Jr. 53 Senior Vice President--Manufacturing (2000); prior
to 2000, President, Global Chemical Technologies;
prior to 1999, Vice President and General Manager,
Ingersoll-Rand Company, Blaw-Knox Division.
Craig E. Paylor 47 Senior Vice President--Sales, Marketing and
Customer Support (2002); prior to 2002, Senior
Vice President--Sales and Market Development;
prior to 1999, Vice President--Sales and
Marketing.
Wayne P. MacDonald 50 Senior Vice President--Engineering (2002); prior
to 2002, Vice President--Engineering; prior to
2000, Director, Advanced Technology Development
and Applications Engineering.
Philip H. Rehbein 53 Senior Vice President--Finance (August 2002), Vice
President--Finance (May 2002); prior to 2002, Vice
President and General Manager--Gradall; prior to
2001, Vice President--Finance; prior to 1999, Vice
President and Corporate Controller; prior to 1998,
Corporate Controller.
Thomas D. Singer 51 Senior Vice President, General Counsel and
Secretary (2001); prior to 2001, Vice President,
General Counsel and Assistant Secretary.
Significant Employees
Israel Celli 50 Vice President--International Sales, Marketing and
Customer Support (2002); prior to 2002, General
Manager of Latin America; prior to 2000, Marketing
Director for Latin America, Case Brasil and Cia.
(CNH Global); prior to 1998, National Manager of
Marketing, Sales and Distribution, Clark
Empilhadeiras do Brasil Ltda.
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.
Available Information
We maintain a website at www.jlg.com. We make available on our website
under "Investor Relations"--"SEC Documents," free of charge, our annual reports
on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and
amendments to those reports as soon as reasonably practicable after we
electronically file or furnish such material to the Securities and Exchange
Commission.
ITEM 2. PROPERTIES
We own and operate three facilities in Pennsylvania and Ohio containing
manufacturing and office space, totaling 1.3 million square feet and situated on
180 acres of land. Our properties are considered to be in good operating
condition, well maintained and suitable for their present purposes. We lease a
251,000-square-foot facility in Port Washington, Wisconsin, a
150,000-square-foot facility in Port Washington, Wisconsin, an
80,000-square-foot manufacturing facility in Belgium, a
6
78,000-square-foot facility in Oakes, North Dakota and a 20,000-square-foot
facility in LaVerne, California. The locations, sizes and principal products
manufactured at each of the facilities are as follows:
Location Size Owned/Leased Products
- ------------------------------------------------------------------------------------------------------------
New Equipment
McConnellsburg, Pennsylvania 530,000 sq. ft. Owned Boom lifts, Scissor lifts, Telehandlers
Shippensburg, Pennsylvania 300,000 sq. ft. Owned Boom lifts, Scissor lifts,
Vertical Mast lifts
LaVerne, California 20,000 sq. ft. Leased Trailers
Maasmechelen, Belgium 80,000 sq. ft. Leased Boom lifts, Scissor lifts, Telehandlers
New Philadelphia, Ohio 430,000 sq. ft. Owned Excavators
Port Washington, Wisconsin 251,000 sq. ft. Leased Telehandlers
Port Washington, Wisconsin 150,000 sq. ft. Leased Telehandlers
Oakes, North Dakota 78,000 sq. ft. Leased Telehandlers
Used Equipment
McConnellsburg, Pennsylvania 27,000 sq. ft. Owned Equipment Services
Port Macquarie, Australia 25,000 sq. ft. Leased Equipment Services
We also lease executive offices in Hagerstown, Maryland and a number of
small distribution, administration or service facilities throughout the world.
We own a 340,000-square-foot facility in Orrville, Ohio and a
75,000-square-foot facility in Bedford, Pennsylvania that are no longer used for
manufacturing and have been placed for sale and another 130,000-square-foot
facility in Bedford, Pennsylvania, which we have temporarily idled.
Our McConnellsburg and Bedford, Pennsylvania facilities are encumbered as
security for long-term borrowings.
ITEM 3. LEGAL PROCEEDINGS
We make provisions relating to probable product liability claims. For
information relative to product liability claims, see Note 18 of the Notes to
Consolidated Financial Statements, Item 8 of Part II and the discussion in Part
I, Item 1 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 EQUITY AND RELATED STOCKHOLDER
MATTERS
Our 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
-----------------------------------------------------------
Quarter Ended 2003 2002 2003 2002
- --------------------------------------------------------------------------------
High Low High Low
-----------------------------------
October 31 $9.74 $6.81 $11.82 $ 8.98 148,575 97,390
January 31 $9.35 $6.50 $11.65 $ 9.55 129,226 123,154
April 30 $6.62 $3.98 $17.53 $10.05 222,556 167,580
July 31 $8.99 $5.20 $16.46 $ 9.00 214,063 182,215
- --------------------------------------------------------------------------------
Our quarterly cash dividend rate is currently $.005 per share, or $.02 on
an annual basis.
As of September 9, 2003, there were approximately 2,030 shareholders of
record of our capital stock and another 12,200 shareholders in street names.
For tabular information regarding securities authorized for issuance under
equity compensation plans, see Note 12 of the Notes to Consolidated Financial
Statements, Item 8 of Part II of this report.
7
ITEM 6. SELECTED FINANCIAL DATA
ELEVEN-YEAR FINANCIAL SUMMARY
(in thousands of dollars, except per share data and number of employees)
Years Ended July 31 2003 2002 2001
- ------------------------------------------------------------------------------------------------
RESULTS OF OPERATIONS
Revenues $ 759,789 $ 770,070 $ 963,872
Gross profit 137,314 132,087 188,794
Selling, administrative and product development expenses (95,367) (95,279) (104,585)
Goodwill amortization -- -- (6,052)
Restructuring charges (2,754) (6,091) (4,402)
Income from operations 39,193 30,717 73,755
Interest expense (27,985) (16,255) (22,195)
Other income (expense), net 6,691 4,759 2,737
Income before taxes and cumulative effect of change
in accounting principle 17,899 19,221 54,297
Income tax provision (3,724) (6,343) (20,091)
Income before cumulative effect of change in
accounting principle 14,175 12,878 34,206
Cumulative effect of change in accounting principle -- (114,470) --
Net income (loss) 14,175 (101,592) 34,206
PER SHARE DATA
Earnings per common share before cumulative effect of
change in accounting principle $ .33 $ .31 $ .81
Cumulative effect of change in accounting principle -- (2.72) --
Earnings (loss) per common share .33 (2.41) .81
Earnings per common share--assuming dilution before
cumulative effect of change in accounting principle .33 .30 .80
Cumulative effect of change in accounting principle -- (2.65) --
Earnings (loss) per common share--assuming dilution .33 (2.35) .80
Cash dividends .02 .025 .04
PERFORMANCE MEASURES (before cumulative effect of
change in accounting principle)
Return on revenues 1.9% 1.7% 3.5%
Return on average assets 1.7% 1.6% 4.4%
Return on average shareholders' equity 6.0% 3.8% 10.5%
FINANCIAL POSITION
Working capital $ 384,546 $ 231,203 $ 254,752
Current assets as a percent of current liabilities 274% 188% 250%
Property, plant and equipment, net 79,699 84,370 98,403
Total assets 937,985 778,241 825,589
Total debt 460,570 279,329 299,187
Shareholders' equity 249,497 236,042 333,441
Total debt as a percent of total capitalization 65% 54% 47%
Book value per share 5.75 5.52 7.91
OTHER DATA
Product development expenditures $ 16,142 $ 15,586 $ 15,858
Capital expenditures, net of retirements 10,324 12,390 10,685
Net additions (retirements) to rental fleet 4,073 5,554 12,437
Depreciation and amortization 19,937 20,959 28,775
Employees 2,263 2,801 3,300
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.
8
2000 1999 1998 1997 1996 1995 1994 1993
- ----------------------------------------------------------------------------------------------------------------
$ 1,056,168 $ 720,224 $ 530,859 $ 526,266 $ 413,407 $ 269,211 $ 176,443 $ 123,034
231,086 166,953 128,157 130,005 108,716 65,953 42,154 28,240
(109,434) (75,431) (55,388) (56,220) (44,038) (33,254) (27,147) (23,323)
(6,166) (750) -- -- -- -- -- --
-- -- (1,689) (1,897) -- -- -- --
115,486 90,772 71,080 71,888 64,678 32,699 15,007 4,917
(20,589) (1,772) (254) (362) (293) (376) (380) (458)
1,146 2,016 (356) (288) 1,281 376 (24) 180
96,043 91,016 70,470 71,238 65,666 32,699 14,603 4,639
(35,536) (29,745) (23,960) (25,090) (23,558) (11,941) (5,067) (1,410)
60,507 61,271 46,510 46,148 42,108 20,758 9,536 3,229
-- -- -- -- -- -- -- --
60,507 61,271 46,510 46,148 42,108 20,758 9,536 3,229
$ 1.39 $ 1.40 $ 1.07 $ 1.06 $ .98 $ .49 $ .23 $ .08
-- -- -- -- -- -- -- --
1.39 1.40 1.07 1.06 .98 .49 .23 .08
1.37 1.36 1.05 1.04 .96 .48 .23 .08
-- -- -- -- -- -- -- --
1.37 1.36 1.05 1.04 .96 .48 .23 .08
.035 .02 .02 .02 .015 .0092 .0083 --
5.7% 8.5% 8.8% 8.8% 10.2% 7.7% 5.4% 2.6%
8.5% 17.3% 17.9% 21.7% 28.5% 20.2% 12.1% 4.6%
20.8% 28.1% 26.2% 33.6% 47.9% 37.1% 23.8% 8.5%
$ 165,923 $ 176,315 $ 122,672 $ 84,129 $ 71,807 $ 45,404 $ 32,380 $ 26,689
187% 226% 248% 218% 226% 216% 208% 217%
105,879 100,534 57,652 56,064 34,094 24,785 19,344 13,877
653,587 625,817 307,339 248,374 182,628 119,708 91,634 72,518
98,302 175,793 3,708 3,952 2,194 2,503 7,578 4,471
324,051 271,283 207,768 160,927 113,208 68,430 45,706 38,939
23% 39% 2% 2% 2% 4% 14% 10%
7.42 6.13 4.71 3.68 2.61 1.60 1.09 .89
$ 15,751 $ 9,279 $ 9,579 $ 7,280 $ 6,925 $ 5,542 $ 4,373 $ 3,385
22,251 24,838 13,577 29,757 16,668 8,618 7,762 3,570
(8,016) 4,645 5,377 14,199 9,873 1,548 1,455 273
25,970 19,530 15,750 10,389 6,505 3,875 2,801 2,500
3,770 3,960 2,664 2,686 2,705 2,222 1,620 1,324
9
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
Overview
We reported net income of $14.2 million, or $.33 per share on a diluted
basis, for fiscal 2003, compared to income before the cumulative effect of
change in accounting principle related to the adoption Statement of Financial
Accounting Standards ("SFAS") No. 142, "Goodwill and Other Intangible Assets,"
of $12.9 million, or $.30 per share on a diluted basis, for fiscal 2002, and
$34.2 million, or $.80 per share on a diluted basis, for fiscal 2001. As
discussed below and more fully described in Note 17 of the Notes to Consolidated
Financial Statements, Item 8 of Part II of this report, earnings for 2003, 2002
and 2001 included charges of $4.0 million ($3.2 million net of tax), $6.7
million ($4.5 million net of tax) and $15.8 million ($10.0 million net of tax),
respectively, related to repositioning our operations to more appropriately
align our costs with our business activity. In addition, earnings for fiscal
2003 included favorable currency adjustments of $5.4 million ($4.3 million net
of tax) compared to favorable currency adjustments of $2.9 million ($1.9 million
net of tax) for fiscal 2002 and unfavorable currency adjustments of $0.9 million
($0.6 million net of tax) for fiscal 2001.
In the discussion and analysis of financial condition and results of
operations that follows, we attempt to list contributing factors in order of
significance to the point being addressed.
RESULTS OF OPERATIONS
For the year ended July 31, 2003, our revenues were $759.8 million, down
1.3% from the $770.1 million reported for fiscal 2002. Our revenues for the year
ended July 31, 2002 were $770.1 million, down 20% from the $963.9 reported for
fiscal 2001.
The following tables outline our revenues by segment, product, and
geography (in thousands) for the years July 31:
Years Ended July 31,
------------------------------
2003 2002 2001
- ------------------------------------------------------------------------------------------
Segment:
Machinery $603,145 $621,283 $835,893
Equipment Services 136,737 133,058 122,650
Access Financial Solutions (a) 19,907 15,729 5,329
------------------------------
$759,789 $770,070 $963,872
==============================
Products:
Aerial work platforms $435,164 $475,241 $682,689
Telehandlers 119,536 87,443 87,704
Excavators 48,445 58,599 65,500
After-sales service and support, including parts sales,
and used and reconditioned equipment sales 130,335 124,587 116,376
Financial products (a) 19,184 14,227 3,889
Rentals 7,125 9,973 7,714
------------------------------
$759,789 $770,070 $963,872
==============================
Geographic:
United States $555,155 $556,252 $709,412
Europe 145,038 167,940 187,924
Other 59,596 45,878 66,536
------------------------------
$759,789 $770,070 $963,872
==============================
(a) Revenues for Access Financial Solutions and for financial products are not
the same because Access Financial Solutions also receives revenues from
rental purchase agreements that are recorded for accounting purposes as
rental revenues from operating leases.
The decrease in Machinery segment sales from $621.3 million for fiscal
2002 to $603.1 million for fiscal 2003, or 2.9%, was primarily attributable to
reduced sales of aerial work platforms principally due to the economic pressures
in North America and economic pressures and tightened credit conditions in
Europe partially offset by increased sales in Australia. In addition, sales of
our excavator product line declined due to softness in the United States
construction market and reduced state and municipal budgets. The decrease in
sales of aerial work platforms and excavators was partially offset by increased
telehandler sales from new product introductions, principally from the new North
America
10
all-wheel-steer machines and our European-designed product offerings. Fiscal
2002 Machinery segment revenues also benefited from the reversal of previously
accrued volume-related customer incentives that were not achieved during the
year. The increase in Equipment Services segment revenues from $133.1 for fiscal
2002 to $136.7 million for fiscal 2003, or 2.8%, was principally attributable to
increased parts sales and sales of used equipment partially offset by decreased
sales of rental fleet equipment. The increase in Access Financial Solutions
segment revenues from $15.7 million for fiscal 2002 to $19.9 million for fiscal
2003, or 26.6%, was principally attributable to income received on a larger
portfolio of pledged finance receivables from accumulated monetization
transactions. While we have increased interest income attributable to our
pledged finance receivables, a corresponding increase in our limited recourse
debt results in $7.7 million of interest income being passed on to monetization
purchasers in the form of interest expense on limited recourse debt. In
accordance with the required accounting treatment, payments to monetization
purchasers are reflected as interest expense in our Consolidated Statements of
Income.
The decrease in Machinery segment sales from $835.9 million for fiscal
2001 to $621.3 million for fiscal 2002, or 26%, was primarily attributable to
lower aerial work platform sales resulting from lower market demand due
principally to a weakened North American economy and related factors, a slowing
of consolidation in the North American rental industry and coincident efforts of
large national rental companies to rationalize their equipment fleets, and
tightened credit conditions for equipment purchases in Europe. The increase in
Equipment Services segment revenues from $122.7 for fiscal 2001 to $133.1
million for fiscal 2002, or 8%, was principally attributable to increased
revenues from the conversion of rental purchase agreements, sales of aerial work
platform replacement parts and sales of remanufactured, reconditioned and
refurbished equipment partially offset by the absence in fiscal 2002 of the
$19.9 million sale-leaseback of rental fleet assets that occurred during fiscal
2001. The increase in Access Financial Solutions segment revenues from $5.3
million to $15.7 million was principally attributable to increased financing
activities resulting from our larger investment in this new business activity.
Our domestic revenues for fiscal 2003 were $555.2 million, down 0.2% from
fiscal 2002 revenues of $556.3 million. The decrease in our domestic revenues
was principally attributable to lower sales of aerial work platforms primarily
due to economic pressures in North America and our excavator product line due to
the softness in the United States construction market and reduced state and
municipal budgets. This decrease was partially offset by higher sales of
telehandlers and service parts as well as increased revenues from financial
products. Revenues generated from sales outside the United States during fiscal
2003 were $204.6 million, down 4.3% from fiscal 2002. The decrease in our
revenues generated from sales outside the United States was primarily
attributable to lower aerial work platform sales in Europe due to economic
pressures and customer credit constraints, partially offset by increased sales
of aerial work platform sales in Australia and increased telehandler sales in
Europe.
Our domestic revenues for fiscal 2002 were $556.3 million, down 22% from
fiscal 2001 revenues of $709.4 million. The decrease in our domestic revenues
was primarily attributable to lower aerial work platform sales in the weakened
domestic economy and the $19.9 million sale-leaseback of rental fleet assets
that occurred during the second and third quarters of fiscal 2001. Revenues
generated from sales outside the United States during fiscal 2002 were $213.8
million, down 16% from fiscal 2001. The decrease in our revenues generated from
sales outside the United States was primarily attributable to lower aerial work
platform sales primarily as a result of a softer European economy, a tight
credit environment for many of our European customers which reduced demand for
our products, and $3.1 million in deferred manufacturing profit recognized in
the first quarter of fiscal 2001 related to the sale of our 50% interest in a
Brazilian joint venture.
Our gross profit margin increased to 18.1% in fiscal 2003 from 17.2% in fiscal
2002. The increase was attributable to higher margins in all of our segments.
The gross profit margin of our Machinery segment was 14.5% for fiscal 2003
compared to 14.2% for fiscal 2002. The gross profit margin of our Machinery
segment increased in fiscal 2003 principally due to the weakening of the U.S.
dollar against the Euro, British pound and Australian dollar, as well as fewer
trade-in packages resulting in lower trade-in premiums and a more profitable
product mix mainly a result of new product introductions. These increases were
offset in part by higher product costs associated with the start-up of our
Maasmechelen facility, the transfer of the telehandler product line to our
McConnellsburg, Pennsylvania facility, the negative effect on fixed overhead
leveraging due to lower sales volume compared to fiscal 2002 and higher warranty
costs associated with extended warranty periods. The
11
gross profit margin of our Equipment Services segment was 22.4% for fiscal 2003
compared to 22.0% for fiscal 2002. The gross profit margin of our Equipment
Services segment increased in fiscal 2003 primarily due to an increase in higher
margin service parts sales as a percentage of total segment revenues. This
increase was partially offset by unfavorable mix impact associated with higher
used equipment sales and the deferred profit recognized during fiscal 2002 from
a one-time rental fleet sale-leaseback transaction. The gross profit margin of
our Access Financial Solutions segment was 96.8% for fiscal 2003 compared to
94.2% for fiscal 2002. The gross profit margin of our Access Financial Solutions
segment increased in fiscal 2003 primarily due to increased financial product
revenues. Because the costs associated with these revenues are principally
selling and administrative expenses and interest expense, gross margins are
typically higher in this segment.
Our gross profit margin decreased to 17.2% in fiscal 2002 from 19.6% in
fiscal 2001. The decline was attributable to lower margins in our Machinery and
Equipment Services segments offset in part by higher margins in our Access
Financial Solutions segment. The gross profit margin of our Machinery segment
was 14.2% for fiscal 2002 compared to 18.6% for fiscal 2001. The gross profit
margin of our Machinery segment declined in fiscal 2002 principally due to
volume-related production costs resulting from shutdowns in the second quarter
of the current fiscal year. In order to accelerate reduction of finished goods
inventories in response to lower demand for our products, during the second
quarter we shut down all manufacturing facilities for nearly half of the
available production days resulting in higher average production costs. The
effect of the shutdowns flowed through the income statement as the inventory
produced during that quarter was sold. Partially offsetting the decline in gross
profit margin was the elimination of our discretionary profit sharing
contribution related to production personnel for calendar year 2001. The gross
profit margin of our Equipment Services segment was 22.0% for fiscal 2002
compared to 23.8% for fiscal 2001. The gross profit margin of our Equipment
Services segment decreased in fiscal 2002 primarily due to general economic
conditions, which have had an impact on used machine pricing and lower margins
on our telehandlers and excavator replacement parts. The gross profit margin of
our Access Financial Solutions segment increased in fiscal 2002 compared to
fiscal 2001 primarily because of increased revenues resulting from the start-up
of this segment during the prior year period.
Our selling, administrative and product development expenses increased
$0.1 million in fiscal 2003 compared to fiscal 2002 and as a percent of revenues
were 12.6% for fiscal 2003 compared to 12.4% for fiscal 2002. Our Machinery
segment's selling, administrative and product development expenses increased
$3.4 million in fiscal 2003 due primarily to increased bad debt provisions for
specific reserves related to certain customers, higher contract and consulting
services, commission costs and incentive-based accruals, which were partially
offset by lower payroll and related costs and travel expenses due to our cost
reduction initiatives. Our Equipment Services segment's selling and
administrative expenses decreased $1.1 million in fiscal 2003 mainly due to
lower payroll and related costs. Our Access Financial Solutions segment's
selling and administrative expenses decreased $0.9 million in fiscal 2003 due
primarily to decreases in bad debt provisions reflecting lower origination
activity and reduced non-monetized portfolio exposure and lower software costs,
which were partially offset by an increase in contract services expenses. Our
general corporate selling, administrative and product development expenses
decreased $1.3 million in fiscal 2003 primarily due to reductions in bad debt
provisions, consulting fees, depreciation expense, software costs and trade show
expenses, which were partially offset by higher payroll and related costs,
incentive-based accruals and legal fees.
Our selling, administrative and product development expenses as a percent
of revenues were 12.4% for fiscal 2002 compared to 10.9% for fiscal 2001. In
dollar terms, these expenses were $9.3 million lower in fiscal 2002 than in
fiscal 2001. Our Machinery segment's selling, administrative and product
development expenses decreased $13.7 million in fiscal 2002 due primarily to
reductions in bad debt provisions, contract services and consulting expenses and
the elimination of our discretionary profit sharing contribution related to
selling and administrative personnel for calendar year 2001. Our Equipment
Services segment's selling and administrative expenses increased $0.7 million in
fiscal 2002 mainly due to increased payroll and related costs, freight expense
and commission costs partially offset by the elimination of our discretionary
profit sharing contribution related to selling and administrative personnel for
calendar year 2001. Our Access Financial Solutions segment's selling and
administrative expenses increased $1.1 million in fiscal 2002 due primarily to
costs associated with the start-up of this business. Our general corporate
selling, administrative and product development
12
expenses increased $2.5 million in fiscal 2002 primarily due to increased bad
debt provisions for specific reserves related to certain customers, consulting
expenses, costs associated with the vesting of stock awards, and costs related
to establishing our shared service center in Europe partially offset by lower
pension charges, advertising expenses, payroll and related costs and the
elimination of our discretionary profit sharing contribution. Prior year pension
expense was higher due to the early retirement of three senior officers.
During fiscal 2003, we announced further actions related to our ongoing
longer-term strategy to streamline operations and reduce fixed and variable
costs. As part of our capacity rationalization plan for our Machinery segment
that commenced in early 2001, the 130,000-square foot Sunnyside facility in
Bedford, Pennsylvania, which produced selected scissor lift models, was
temporarily idled and production integrated into our Shippensburg, Pennsylvania
facility. Additionally, reductions in selling, administrative and product
development costs will result from changes in our global organization and from
process consolidations. When these changes and consolidations are fully
implemented, we expect to generate approximately $20 million in annualized
savings at a cost of $9.4 million, representing a payback of approximately six
months.
The announced plan contemplates that we will reduce a total of 189 people
globally and transfer 99 production jobs from the Sunnyside facility to the
Shippensburg facility. As a result, pursuant to the plan we anticipate incurring
a pre-tax charge of $5.9 million, consisting of $3.5 million in restructuring
costs associated with personnel reductions and employee relocation and lease and
contract terminations and $2.4 million in charges related to relocating certain
plant assets and start-up costs. In addition, we will spend approximately $3.5
million on capital requirements. During fiscal 2003, we incurred approximately
$3.8 million of this pre-tax charge, consisting of accruals for termination
benefit costs and relocation costs and charges related to relocating certain
plant assets and start- up costs and $2.6 million on capital requirements. We
reported $2.8 million in restructuring costs and $1.0 million in cost of sales.
In addition, during fiscal 2003, we paid and charged $2.2 million of termination
benefits and relocation costs against the accrued liability. Almost all of these
expenses were cash charges. We anticipate recording the remaining restructuring
and restructuring-related costs during our first quarter of fiscal 2004.
During fiscal 2002, we announced the closure of our manufacturing facility
in Orrville, Ohio as part of our capacity rationalization plan for our Machinery
segment. Operations at this facility have been integrated into our
McConnellsburg, Pennsylvania facility. As a result, through July 31, 2003, we
have incurred a pre-tax charge of $6.9 million, consisting of $1.2 million for
termination benefits and lease termination costs, a $4.9 million asset
write-down and $0.9 million in charges related to relocating certain plant
assets and start-up costs associated with the move of the Orrville operations to
the McConnellsburg facility.
During fiscal 2003, we incurred $0.2 million of the pre-tax charge related
to our closure of the Orrville, Ohio facility, consisting of production
relocation costs, which were reported in cost of sales compared to $6.7 million
incurred during fiscal 2002. In addition, during fiscal 2003, we paid and
charged $1.1 million of termination benefits and lease termination costs against
the accrued liability.
During fiscal 2001, we announced a repositioning plan that involved a
pre-tax charge of $15.8 million. Of the $15.8 million, approximately $4.9
million was associated with the personnel reductions and plant closing, $5.3
million reflected current period charges due to idle facilities associated with
the fourth quarter production shutdowns and $3.7 million was for the
re-valuation of used equipment inventory. The remaining $1.9 million included
costs relating to reorganizing existing distribution relationships in Europe and
the Pacific Rim regions. Cash charges totaled $5.2 million out of the $15.8
million. As part of the $15.8 million, we recorded a restructuring charge of
$4.4 million to rationalize manufacturing capacity in our Machinery segment and,
of the remainder, $9.5 million was reflected in cost of sales, $1.0 million was
recorded in selling, administrative and product development expenses, and $0.9
million was reflected in miscellaneous, net. The restructuring charge included
the permanent closure of a manufacturing facility in Bedford, Pennsylvania
resulting in a reduction of approximately 265 people. In addition, aligning our
workforce with then current economic conditions at other facilities worldwide
resulted in a further reduction of approximately 370 people during the fourth
quarter of fiscal 2001 for a total of 635 people.
13
The increase in interest expense of $11.7 million for fiscal 2003 was
primarily due to the interest expense associated with our limited recourse and
non-recourse monetizations of $7.7 million, increased rates on our senior
subordinated debt and higher short-term rates on our senior credit facilities.
The decrease in interest expense of $5.9 million for fiscal 2002 was primarily
due to a decrease in average borrowings under our credit facilities partially
offset by the sale of $175 million principal amount of 8 3/8% senior
subordinated notes in June 2002 discussed below.
Our miscellaneous income (deductions) category included currency gains of
$5.4 million in fiscal 2003 compared to currency gains of $2.9 million in fiscal
2002 and currency losses of $0.9 million in fiscal 2001. The increase in
currency gains for fiscal 2003 was primarily attributable to the significant
weakening of the U.S. dollar against the Euro, British pound and Australian
dollar. The increase in currency gains in fiscal 2002 is primarily attributable
to the weakening of the U.S. dollar against the Euro during fiscal 2002 compared
to fiscal 2001. In the first quarter of fiscal 2001, we gained $1.0 million from
the sale of our interest in a Brazilian joint venture, which was included in the
miscellaneous income (deductions) category.
Our effective tax rate in fiscal 2003 was 21% as compared to 33% and 37%
in fiscal 2002 and 2001, respectively. The current year's rate included a $2.1
million benefit to net income, or $.05 per diluted share, resulting from a
change in accounting estimate attributable to tax benefits received from foreign
operations partially offset by the creation of a valuation allowance for certain
foreign net operating losses. Since these represent changes in estimates, the
anticipated effective tax rate in future years will not be as low as the current
year. The reduction in our effective tax rate from 37% in fiscal 2001 to 33% in
fiscal 2002 was principally due to the elimination of the amortization of
goodwill, since the amortization of goodwill is not deductible for tax purposes.
We were affected by the adoption of SFAS No. 142, "Goodwill and Other
Intangible Assets." As a result of this accounting standard, we no longer
amortize goodwill. This led to the reduction of $6.1 million in goodwill
amortization during fiscal 2002 compared to fiscal 2001. For fiscal 2001,
goodwill amortization was $6.1 million, primarily due to the Gradall acquisition
in 1999. In addition, during fiscal 2002, we completed our review of our
goodwill for impairment as required by SFAS No. 142 and as a result, we recorded
a transitional impairment loss, in accordance with the transition rules of SFAS
No. 142, of $114.5 million, or $2.65 per share on a diluted basis, primarily
associated with our Gradall acquisition. This write-off was reported as a
cumulative effect of change in accounting principle in our Consolidated
Statements of Income.
CRITICAL ACCOUNTING POLICIES AND ESTIMATES
Our accounting policies are more fully described in Note 1 of the Notes to
Consolidated Financial Statements, Item 8 of Part II of this report. As
disclosed in Note 1, the preparation of financial statements in conformity with
generally accepted accounting principles ("GAAP") requires our management to
make estimates and assumptions about future events that affect the amounts
reported in the financial statements and related notes. Future events and their
effects cannot be determined with absolute certainty. Therefore, the
determination of estimates requires the exercise of judgment. Actual results
inevitably will differ from those estimates, and such differences may be
material to the financial statements.
We believe that of our significant accounting policies, the following may
involve a higher degree of judgment, estimation, or complexity than other
accounting policies.
Allowance for Doubtful Accounts and Reserves for Finance Receivables: We
evaluate the collectibility of accounts and finance receivables based on a
combination of factors. In circumstances where we are aware of a specific
customer's inability to meet its financial obligations, a specific reserve is
recorded against amounts due to reduce the net recognized receivable to the
amount reasonably expected to be collected. Additional reserves are established
based upon our perception of the quality of the current receivables, the current
financial position of our customers and past experience of collectibility. If
the financial condition of our customers were to deteriorate resulting in an
impairment of their ability to make payments, additional allowances would be
required.
14
Income Taxes: We record the estimated future tax effects of temporary
differences between the tax bases of assets and liabilities and amounts reported
in the accompanying consolidated balance sheets, as well as operating loss and
tax credit carry-forwards. We evaluate the recoverability of any tax assets
recorded on the balance sheet and provide any necessary allowances as required.
The carrying value of the net deferred tax assets assumes that we will be able
to generate sufficient future taxable income in certain tax jurisdictions, based
on estimates and assumptions. If these estimates and related assumptions change
in the future, we may be required to record additional valuation allowances
against our deferred tax assets resulting in additional income tax expense in
our consolidated statement of operations. In assessing the realizability of
deferred tax assets, we consider whether it is more likely than not that some
portion or all of the deferred tax assets will not be realized. We consider the
scheduled reversal of deferred tax liabilities, projected future taxable income,
carry back opportunities, and tax planning strategies in making the assessment.
We evaluate the ability to realize the deferred tax assets and assess the need
for additional valuation allowances quarterly. In addition, the Company is
subject to income tax laws in many countries and judgment is required in
assessing the future tax consequences of events that have been recognized in our
financial statements or tax returns. The final outcome of these future tax
consequences, tax audits, and changes in regulatory tax laws and rates could
materially impact our financial statements.
Inventory Valuation: Inventories are valued at the lower of cost or
market. Certain items in inventory may be considered impaired, obsolete or
excess, and as such, we may establish an allowance to reduce the carrying value
of these items to their net realizable value. Based on certain estimates,
assumptions and judgments made from the information available at that time, we
determine the amounts in these inventory allowances. If these estimates and
related assumptions or the market change, we may be required to record
additional reserves.
Goodwill: We perform a goodwill impairment test on at least an annual
basis and more frequently in certain circumstances. We cannot predict the
occurrence of certain events that might adversely affect the reported value of
goodwill that totaled $29.5 million at July 31, 2003 and $28.8 million at July
31, 2002. Such events may include, but are not limited to, strategic decisions
made in response to economic and competitive conditions, the impact of the
economic environment on our customer base, or a material negative change in a
relationship with a significant customer.
Guarantees of the Indebtedness of Others: We enter into agreements with
finance companies whereby our equipment is sold to a finance company, which, in
turn, sells or leases it to a customer. In some instances, we retain a liability
in the event the customer defaults on the financing. Under certain terms and
conditions where we are aware of a customer's inability to meet its financial
obligations, we establish a specific reserve against the liability. Additional
reserves have been established related to these guarantees based upon the
current financial position of these customers and based on estimates and
judgments made from information available at that time. If the financial
condition of our customers were to deteriorate resulting in an impairment of
their ability to make payments, additional allowances would be required.
Although we are liable for the entire amount under guarantees, our losses would
be mitigated by the value of the underlying collateral, JLG equipment.
In addition, we monetize a substantial portion of the receivables
originated by AFS through an ongoing program of syndications, limited recourse
financings and other monetization transactions. In connection with some of these
monetization transactions, we have limited recourse obligations of $21.7 million
as of July 31, 2003 related to possible defaults by the obligors under the terms
of the contacts, which comprise these finance receivables. Allowances have been
established related to these monetization transactions based upon the current
financial position of these customers and based on estimates and judgments made
from information available at that time. If the financial condition of these
obligors were to deteriorate resulting in an impairment of their ability to make
payments, additional allowances would be required.
15
Long-Lived Assets: We evaluate the recoverability of property, plant and
equipment and intangible assets other than goodwill whenever events or changes
in circumstances indicate the carrying amount of any such assets may not be
fully recoverable. Changes in circumstances include technological advances,
changes in our business model, capital strategy, economic conditions or
operating performance. Our evaluation is based upon, among other things,
assumptions about the estimated future undiscounted cash flows these assets are
expected to generate. When the sum of the undiscounted cash flows is less than
the carrying value, we would recognize an impairment loss. We continually apply
our best judgment when performing these valuations to determine the timing of
the testing, the undiscounted cash flows used to assess recoverability and the
fair value of the asset.
Pension and Postretirement Benefits: Pension and postretirement benefit
costs and obligations are dependent on assumptions used in calculation of these
amounts. These assumptions, used by actuaries, include discount rates, expected
return on plan assets for funded plans, rate of salary increases, health care
cost trend rates, mortality rates and other factors. In accordance with
accounting principles generally accepted in the United States, actual results
that differ from the actuarial assumptions are accumulated and amortized to
future periods and therefore affect recognized expense and recorded obligations
in future periods. While we believe that the assumptions used are appropriate,
differences in actual experience or changes in assumptions may materially effect
our financial position or results of operations. We expect that our pension and
other postretirement benefits costs in fiscal 2004 will exceed the costs
recognized in fiscal 2003 by approximately $3.8 million. This increase is
principally attributable to the change in various assumptions, including the
expected long-term rate of return, discount rate, and health care cost trend
rate.
Product Liability: Our business exposes us to possible claims for personal
injury or death and property damage resulting from the use of equipment that we
rent or sell. We maintain insurance through a combination of self-insurance
retentions, primary insurance and excess insurance coverage. We monitor claims
and potential claims of which we become aware and establish liability reserves
for the self-insurance amounts based on our liability estimates for such claims.
Our liability estimates with respect to claims are based on internal evaluations
of the merits of individual claims and the reserves assigned by our independent
insurance claims adjustment firm. The methods of making such estimates and
establishing the resulting accrued liability are reviewed frequently, and
adjustments resulting from our reviews are reflected in current earnings. If
these estimates and related assumptions change, we may be required to record
additional reserves.
Restructuring and Restructuring-Related: As more fully described in Note
17 of the Notes to Consolidated Financial Statements, Item 8 Part II of this
report, we recognized pre-tax restructuring and restructuring-related charges of
$4.0 million and $6.7 million during fiscal 2003 and fiscal 2002, respectively.
The related restructuring reserves reflect estimates, including those pertaining
to separation costs, settlements of contractual obligations, and asset
valuations. We reassess the reserve requirements to complete each individual
plan within the restructuring program at the end of each reporting period or as
conditions change. Actual experience has been and may continue to be different
from the estimates used to establish the restructuring reserves. At July 31,
2003, we had liabilities established in conjunction with our restructuring
activities of $1.2 million and assets held for sale of $6.3 million.
Revenue Recognition: Sales of equipment and service parts are
unconditional sales that are recorded when product is shipped and invoiced to
independently owned and operated distributors and customers. Normally our sales
terms are "free-on-board" shipping point (FOB shipping point). However, certain
sales may be invoiced prior to the time customers take physical possession. In
such cases, revenue is recognized only when the customer has a fixed commitment
to purchase the equipment, the equipment has been completed and made available
to the customer for pickup or delivery, and the customer has requested that we
hold the equipment for pickup or delivery at a time specified by the customer.
In such cases, the equipment is invoiced under our customary billing terms,
title to the units and risks of ownership passes to the customer upon invoicing,
the equipment is segregated from our inventory and identified as belonging to
the customer and we have no further obligations under the order. During fiscal
2003, approximately 1% of our sales were invoiced and the revenue recognized
prior to customers taking physical possession.
16
Revenue from certain equipment lease contracts is accounted for as
sales-type leases. The present value of all payments, net of executory costs
(such as legal fees), is recorded as revenue and the related cost of the
equipment is charged to cost of sales. The associated interest is recorded over
the term of the lease using the interest method. In addition, net revenues
include rental revenues earned on the lease of equipment held for rental. Rental
revenues are recognized in the period earned over the lease term.
Warranty: We establish reserves related to the warranties we provide on
our products. Specific reserves are maintained for programs related to machine
safety and reliability issues. Estimates are made regarding the size of the
population, the type of program, costs to be incurred by us and estimated
participation. Additional reserves are maintained based on the historical
percentage relationships of such costs to machine sales and applied to current
equipment sales. If these estimates and related assumptions change, we may be
required to record additional reserves.
FINANCIAL CONDITION
Cash used in operating activities was $95.2 million for fiscal 2003
compared to cash generated from operating activities of $23.1 million in fiscal
2002. The decrease in cash generated from operations in fiscal 2003 was
primarily the result of our increased investment in finance receivables
resulting from new originations, lower trade account payables largely resulting
from the timing of payments and increased trade receivables resulting from an
increase in the days sales outstanding from 111 days at July 31, 2002 to 132
days at July 31, 2003. The increase in the days sales outstanding was primarily
the result of increases in outstanding rental purchase guarantees and European
receivables. Partially offsetting these effects was a decrease in inventories.
The fiscal 2002 increase in cash generated from operations was primarily driven
by a decrease of $24.5 million in our inventory investment as we shut down
production facilities to synchronize inventory and sales levels, and an increase
in accounts payable as days purchasing outstanding increased to 67 days at July
31, 2002 compared to 46 days at July 31, 2001. The increase in accounts payable
reflects production shutdowns during July 2001 due to the slowing economy and
the resulting reduction in purchases. Partially offsetting these effects were
increases in trade and finance receivables. The increase in trade receivables
principally reflects the termination of our receivables securitization agreement
during February 2002 and the repurchase of any outstanding amounts under that
agreement. Access Financial Solutions' finance receivables increased due to
monetization activities, which resulted in $88.1 million in pledged receivables
and the related limited recourse debt, offset by decreased lease obligations due
to lower sales.
During fiscal 2003, we used a net of $8.6 million of cash for investing
activities compared to $9.9 million for fiscal 2002. Our decrease in cash usage
by investing activities for fiscal 2003 was principally due to lower
expenditures for equipment held for rental and property, plant and equipment
partially offset by a decrease in sales of equipment held for rental. Our
decrease in cash usage by investing activities for fiscal 2002 was principally
due to a decrease in purchases of rental fleet equipment and lower capital
investments partially offset by the rental fleet sale-leaseback transactions and
the sale of our interest in our Brazilian joint venture that occurred during
fiscal 2001. We did not have any comparable transactions during fiscal 2002.
We received net cash of $228.5 million from financing activities for
fiscal 2003 compared to net cash used of $15.5 million for fiscal 2002. The
increase in cash provided from financing activities largely resulted from
increased debt, which included the sale of our $125 million 8 1/4% senior notes
due 2008 and the proceeds from the monetization of our finance receivables, a
portion of which was used to finance working capital requirements and the August
1, 2003 acquisition of OmniQuip. The decrease in cash provided from financing
activities in fiscal 2002 compared to fiscal 2001 largely resulted from lower
borrowings under our credit facilities due to working capital reductions
discussed above. In addition, financing activities for fiscal 2001 included
expenditures incurred to repurchase 1.7 million shares of our capital stock at
an aggregate cost of $22.2 million. We did not repurchase any of our stock in
fiscal 2002 or fiscal 2003. Partially offsetting the increase in cash used for
financing activities was the proceeds from the sale of our $175 million 8 3/8%
senior subordinated notes in June 2002 and the proceeds from the monetization of
our finance receivables.
17
The following table provides a summary of our contractual obligations (in
thousands) at July 31, 2003:
Payments Due by Period
------------------------------------------------------
Less than After
Total 1 Year 1-3 Years 4-5 Years 5 Years
- -----------------------------------------------------------------------------------------
Short- and long-term debt (a) $295,629 $ 1,472 $ 1,651 $123,080 $169,426
Limited recourse debt 164,940 45,279 74,118 38,282 7,261
Operating leases (b) 25,369 5,638 10,285 6,847 2,599
------------------------------------------------------
Total contractual obligations $485,938 $52,389 $86,054 $168,209 $179,286
======================================================
(a) As more fully described in Note 19 of Notes to Consolidated Financial
Statements, Item 8 of Part II of this report, at July 31, 2003, we had a
secured revolving credit facility with a group of financial institutions
that provided an aggregate commitment of $150 million and we also have a
$25 million secured bank revolving line of credit with a term of one year,
renewable annually. The credit facilities contained customary affirmative
and negative covenants including financial covenants requiring the
maintenance of specified consolidated interest coverage, leverage ratios
and a minimum net worth. If we were to become in default of these
covenants, the financial institutions could call the loans. While no
borrowings were outstanding under these facilities at July 31, 2003,
during fiscal 2003, our average outstanding borrowings under these
facilities were $68.9 million. During the first quarter of fiscal 2004, we
entered into new credit facilities described below.
(b) In accordance with SFAS No. 13, "Accounting for Leases," operating lease
obligations are not reflected in the balance sheet.
The following table provides a summary of our other commercial commitments
(in thousands) at July 31, 2003:
Amount of Commitment Expiration Per Period
-------------------------------------------------------
Total
Amounts Less than Over
Committed 1 Year 1-3 Years 4-5 Years 5 Years
- -----------------------------------------------------------------------------------------
Standby letters of credit $ 9,346 $9,346 $ -- $ -- $ --
Guarantees (a) 98,286 346 41,116 38,310 18,514
-------------------------------------------------------
Total commercial commitments $107,632 $9,692 $41,116 $38,310 $18,514
=======================================================
(a) We discuss our guarantee agreements in Note 18 of the Notes to
Consolidated Financial Statements, Item 8 of Part II of this report.
On August 1, 2003, we completed our acquisition of OmniQuip, which
includes all operations relating to the Sky Trak and Lull brand telehandler
products. See Note 2 of the Notes to Consolidated Financial Statements, Item 8
of Part II of this report. The purchase price was $100 million, with $90 million
paid in cash at closing and $10 million paid in the form of an unsecured
subordinated promissory note due on the second anniversary of the closing date.
We funded the cash portion of the purchase price with remaining unallocated
proceeds from the sale of our $125 million senior notes and anticipate funding
approximately $46.1 million in transaction and integration expenses, including
restructuring charges, with cash generated from operations and borrowings under
our credit facilities.
Our principle sources of liquidity for fiscal 2004 will be cash generated
from operations, remaining proceeds from the May 2003 sale of our 8 1/4% senior
notes, borrowings under our credit facilities and monetizations of finance
receivables originated by our Access Financial Solutions segment. Availability
of funds under our credit facilities and monetizations of finance receivables
depend on a variety of factors described below.
On September 23, 2003, we entered into a new three-year $175 million
senior secured revolving credit facility that replaces our previous $150 million
revolving credit facility and a pari passu, one-year $15 million cash management
facility to replace our previous $25 million secured bank revolving line of
credit facility. Both facilities are secured by a lien on substantially all of
our assets. Availability of credit requires compliance with financial and other
covenants, including during fiscal 2004 a requirement that we maintain leverage
ratios of Net Funded Debt to EBITDA measured on a rolling four quarters and Net
Funded Senior Debt to EBITDA measured on a rolling four quarters not to exceed
6.00 to 1.00 and 2.00 to 1.00, respectively, a fixed charge coverage ratio of
not less than 1.25 to 1.00, and a Tangible Net Worth of a least $194 million,
plus 50% of Consolidated Net Income on a cumulative basis for each preceding
fiscal quarter, commencing with the quarter ended July 31, 2003. Availability of
credit also will be limited by a borrowing base determined on a monthly basis by
reference to 85% of eligible domestic accounts receivable and percentages
ranging between 25% and
18
70% of various categories of domestic inventory. Accordingly, credit available
to us under these facilities will vary with seasonal and other changes in the
borrowing base and leverage ratios, including changes resulting from completion
of the accounting for the OmniQuip transaction and inclusion of OmniQuip
financial performance into our results of operations. We do not expect to have
full availability of the stated maximum amount of credit at all times. However,
based on our current business plan, we expect to have sufficient credit
availability that combined with cash to be generated from operations will meet
our expected seasonal requirements for working capital and planned capital and
integration expenditures for fiscal 2004.
With the commencement of our Access Financial Solutions segment in fiscal
2002, we initially relied on cash generated from operations and borrowings under
our credit facilities to fund our origination of customer finance receivables.
Through this approach, we generated a diverse portfolio of financial assets
which we seasoned and began to monetize principally through limited recourse
syndications. Our ability to continue originations of finance receivables to be
held by us as financial assets depends on the availability of monetizations,
which, in turn, depends on the credit quality of our customers, the degree of
credit enhancement or recourse that we are able to offer, and market demand
among third-party financial institutions for our finance receivables. During
fiscal 2003 and 2002, we monetized $112.8 and $101.7 million, respectively, in
finance receivables through syndications with 14 different financial
institutions. Although monetizations generate cash, under SFAS No. 140,
"Accounting For Transfers and Servicing of Financial Assets and Extinguishment
of Liabilities," the monetized portion of our finance receivables portfolio
remains recorded on our balance sheet as limited recourse debt.
Beginning with fiscal 2004, we expect that our originations and
monetizations of finance receivables will continue, but at lower levels than in
prior years, and that our limited recourse debt balance will begin to decline.
In September 2003, we entered into a program agreement with GE Dealer Finance
("GE"), a division of General Electric Capital Corporation, to provide "private
label" financing solutions for our customers. Under this agreement, our
customers will continue to have direct interaction with our Access Financial
Solutions personnel, but with GE having the right to provide direct funding for
transactions that meet agreed credit criteria subject to limited recourse to us.
Transactions funded by GE will not be held by us as financial assets and
therefore their subsequent monetization will not be recorded on our balance
sheet as limited recourse debt. Transactions not funded by GE may still be
funded by us to the extent of our liquidity sources and subsequently monetized
or funded directly by other credit providers.
As discussed in Note 18 of the Notes to Consolidated Financial Statements,
Item 8 of Part II of this report, we are a party to multiple agreements whereby
we guarantee $98.3 million in indebtedness of others. If the financial condition
of our customers were to deteriorate resulting in an impairment of their ability
to make payments, additional allowances would be required.
Our exposure to product liability claims is discussed in Note 18 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 our ultimate exposure with respect to product liability
varies from current estimates.
There can be no assurance, that unanticipated events will not require us
to increase the amount we have accrued for any matter or accrue for a matter
that has not been previously accrued because it was not considered probable.
OUTLOOK
This Outlook section and other parts of this Management's Discussion and
Analysis contain forward-looking statements within the meaning of the Private
Securities Litigation Reform Act of 1995. Forward-looking statements are
identified by words such as "may," "believes," "expects," "plans" and similar
terminology. These statements are not guarantees of future performance and
involve a number of risks and uncertainties that could cause actual results to
differ materially from those indicated by the forward-looking statements.
Important factors that could cause actual results to differ materially from
those suggested by the forward-looking statements include, but are not limited
to,
19
the following: (i) general economic and market conditions, including political
and economic uncertainty in areas of the world where we do business; (ii)
varying and seasonal levels of demand for our products and services; (iii)
limitations on customer access to credit for purchases; (iv) credit risks from
our financing of customer purchases; and (v) costs of raw materials and energy,
as well as other risks as described in "Cautionary Statements Pursuant to the
Securities Litigation Reform Act" which is an exhibit to this report. We
undertake no obligation to publicly update or revise any forward-looking
statements.
The effects of the U.S. economic recession resulted in a continued
depression in the access industry, which has experienced staggering declines in
market demand over the last three years causing many manufacturers to exit the
market. On a positive note, while North American non-residential construction
remains lackluster, vacancy rates are trending in the right direction and the
pipeline of architectural planning continues to improve. Rental rates and
utilization rates, critical metrics for our customers, are also showing signs of
improving. Another favorable trend is reflected in the age of the rental fleets.
Many of the larger rental companies have significantly aged their fleets during
this downturn and are now anticipating the beginning of a refreshment cycle.
Should the economic signs continue to improve, and our customers' balance sheets
improve, we expect fleet refreshment to be accelerated.
Across the Atlantic, the economy in Europe has lagged the U.S. and many of
the markets are now in recession. Most of the customers in this region are
smaller than the typical U.S. customer resulting in conditions being even more
challenging. This has had the additional impact of a significant amount of
relatively "new" used equipment coming to market as rental companies rationalize
their fleets to rightsize for the current market conditions and reduce debt.
We have said many times that our customers' willingness and ability to
refresh their fleets depend on three factors. The first two--positive economic
signals and a healthy used equipment market--look favorable domestically. The
third, our customers' ability to finance significant new purchases, remains the
most challenging element yet to materialize as credit conditions continue to be
very tight despite historically low interest rates. Overall, we anticipate that
the spring and summer construction season of 2004 should show improvement in the
U.S., while a European recovery may be up to a year behind.
MARKET RISK
We are exposed to market risk from changes in interest rates and foreign
currency exchange rates, which could affect our future results of operations and
financial condition. We manage exposure to these risks principally through our
regular operating and financing activities.
We are exposed to changes in interest rates as a result of our outstanding
debt. In June 2003, we entered into a $70 million fixed-to-variable interest
rate swap agreement with a fixed-rate receipt of 8 3/8% in order to mitigate our
interest rate exposure. The basis of the variable rate paid is the London
Interbank Offered Rate (LIBOR) plus 4.51%. In July 2003, we entered into a $62.5
million fixed-to-variable interest rate swap agreement with a fixed-rate receipt
of 8 1/4% in order to mitigate our interest rate exposure. The basis of the
variable rate paid is the London Interbank Offered Rate (LIBOR) plus 5.15%.
These swap agreements are designated as hedges of the fixed-rate borrowings
which are outstanding and are structured as perfect hedges in accordance with
SFAS No. 133, "Accounting for Derivative Instruments and Hedging Activities."
During fiscal 2003, we terminated our $87.5 million notional fixed-to-variable
interest rate swap agreement with a fixed-rate receipt of 8 3/8% that we entered
into during June 2002, which resulted in a deferred gain of $6.2 million. This
$6.2 million deferred gain will offset interest expense over the remaining life
of the debt. At July 31, 2003, we had $132.5 million of interest rate swap
agreements outstanding. Total interest bearing liabilities at July 31, 2003
consisted of $120.2 million in variable-rate borrowing and $340.4 million in
fixed-rate borrowing. At the current level of variable-rate borrowing, a
hypothetical 10% increase in interest rates would decrease pre-tax current year
earnings by approximately $0.7 million on an annual basis. A hypothetical 10%
change in interest rates would not result in a material change in the fair value
of our fixed-rate debt.
20
We manufacture our products in the United States and Belgium and sell
these products in North America and Europe as well as other international
markets. As a result of the sales of our products in foreign markets, our
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, 2003, the result of a uniform 10% strengthening in the value of the
dollar relative to the currencies in which our transactions are denominated
would have the effect of reducing gross profits for the year ended July 31, 2003
by approximately $18.7 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. Our sensitivity analysis
of the effects of changes in foreign currency exchange rates does not factor in
potential changes in sales levels or local currency prices.
We enter into certain foreign currency contracts, principally forward
exchanges, to manage some of our foreign exchange risk. Some natural hedges are
also used to mitigate transaction and forecasted exposures. At July 31, 2003, we
were managing $168.7 million of foreign currency contracts. Through our foreign
currency hedging activities, we seek primarily to minimize the risk that cash
flows resulting from the sales of our products will be affected by changes in
exchange rates.
During fiscal years 2003, 2002 and 2001, we entered into certain currency
forward contracts to mitigate our economic risk to foreign exchange risk that
qualify as derivative instruments under SFAS No. 133. However, we have not
designated these instruments as hedge transactions under SFAS No. 133 and,
accordingly, the mark-to-market impact of these derivatives is recorded each
period to current earnings. These foreign currency contracts have not
historically been material to our financial position and results of operations.
Additional information regarding our management of exposure to market
risks is included in Note 1 of the Notes to Consolidated Financial Statements,
Item 8 of Part II of this report.
RECENT ACCOUNTING PRONOUNCEMENTS
Information regarding recent accounting pronouncements is included in Note
1 of the Notes to Consolidated Financial Statements, Item 8 of Part II of this
report.
OFF-BALANCE SHEET ARRANGEMENTS
Information regarding off-balance sheet arrangements is included in our
Contractual Obligations and Other Commercial Commitments tables, Item 7 of Part
II of this report and in Note 4 and Note 18 of the Notes to Consolidated
Financial Statements, Item 8 of Part II of this report.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Information regarding this item is included under the heading Market Risk
in Management's Discussion and Analysis of Financial Condition and Results of
Operations, Item 7 of Part II of this report.
21
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
CONSOLIDATED STATEMENTS OF INCOME
Years Ended July 31
-------------------------------------
(in thousands, except per share data) 2003 2002 2001
- -----------------------------------------------------------------------------------------------
Revenues
Net sales $ 733,480 $ 745,870 $ 952,269
Financial products 19,184 14,227 3,889
Rentals 7,125 9,973 7,714
-------------------------------------
759,789 770,070 963,872
Cost of sales 622,475 637,983 775,078
-------------------------------------
Gross profit 137,314 132,087 188,794
Selling and administrative expenses 79,225 79,693 89,145
Product development expenses 16,142 15,586 15,440
Goodwill amortization -- -- 6,052
Restructuring charges 2,754 6,091 4,402
-------------------------------------
Income from operations 39,193 30,717 73,755
Interest expense (27,985) (16,255) (22,195)
Miscellaneous, net 6,691 4,759 2,737
-------------------------------------
Income before taxes and cumulative effect of change
in accounting principle 17,899 19,221 54,297
Income tax provision 3,724 6,343 20,091
-------------------------------------
Income before cumulative effect of change in
accounting principle 14,175 12,878 34,206
Cumulative effect of change in accounting principle -- (114,470) --
-------------------------------------
Net income (loss) $ 14,175 $(101,592) $ 34,206
=====================================
Earnings (loss) per common share:
Earnings per common share before cumulative effect
of change in accounting principle $ .33 $ .31 $ .81
Cumulative effect of change in accounting principle -- (2.72) --
-------------------------------------
Earnings (loss) per common share $ .33 $ (2.41) $ .81
=====================================
Earnings (loss) per common share--assuming dilution:
Earnings per common share--assuming dilution before
cumulative effect of change in accounting principle $ .33 $ .30 $ .80
Cumulative effect of change in accounting principle -- (2.65) --
-------------------------------------
Earnings (loss) per common share--assuming dilution $ .33 $ (2.35) $ .80
=====================================
Cash dividends per share $ .02 $ .025 $ .04
=====================================
Weighted average shares outstanding 42,601 42,082 42,155
=====================================
Weighted average shares outstanding--assuming dilution 42,866 43,170 42,686
=====================================
The accompanying notes are an integral part of these financial statements.
22
CONSOLIDATED BALANCE SHEETS
July 31
-----------------------
(in thousands, except per share data) 2003 2002
- ----------------------------------------------------------------------------------------
ASSETS
Current Assets
Cash and cash equivalents $ 132,809 $ 6,205
Accounts receivable, less allowance for doubtful accounts
of $7,363 in 2003 and $7,159 in 2002 266,180 227,722
Finance receivables, less provision for losses of $529 in
2003 and $1,662 in 2002 3,168 28,248
Pledged finance receivables, less provision for losses of
$2,656 in 2003 and $632 in 2002 41,334 34,353
Inventories 116,886 165,536
Other current assets 45,385 31,042
-----------------------
Total Current Assets 605,762 493,106
Property, plant and equipment, net 79,699 84,370
Equipment held for rental, net of accumulated depreciation
of $4,683 in 2003 and $5,878 in 2002 19,651 20,979
Finance receivables, less current portion 31,156 45,412
Pledged finance receivables, less current portion 119,073 53,703
Goodwill, net of accumulated amortization of $12,968 in
2003 and 2002 29,509 28,791
Other assets 53,135 51,880
-----------------------
$ 937,985 $ 778,241
=======================
LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities
Short-term debt $ 635 $ 13,934
Current portion of long-term debt 837 493
Current portion of limited recourse debt from finance
receivables monetizations 45,279 34,850
Accounts payable 83,408 129,317
Accrued expenses 91,057 83,309
-----------------------
Total Current Liabilities 221,216 261,903
Long-term debt, less current portion 294,158 177,331
Limited recourse debt from finance receivables monetizations,
less current portion 119,661 52,721
Accrued post-retirement benefits 26,179 24,989
Other long-term liabilities 15,160 10,807
Provisions for contingencies 12,114 14,448
Shareholders' Equity
Capital stock:
Authorized shares: 100,000 at $.20 par value
Issued and outstanding shares: 2003--43,367 shares;
2002--42,728 shares 8,673 8,546
Additional paid-in capital 23,597 18,846
Retained earnings 230,273 216,957
Unearned compensation (5,428) (1,649)
Accumulated other comprehensive loss (7,618) (6,658)
-----------------------
Total Shareholders' Equity 249,497 236,042
-----------------------
$ 937,985 $ 778,241
=======================
The accompanying notes are an integral part of these financial statements.
23
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
Capital Stock Accumulated
----------------- Additional Other Total
Par Paid-in Retained Unearned Comprehensive Shareholders'
(in thousands, except per share data) Shares Value Capital Earnings Compensation (Loss) Income Equity
- -----------------------------------------------------------------------------------------------------------------------------------
Balances at July 31, 2000 43,648 $ 8,729 $ 12,514 $ 308,966 $ (1,474) $ (4,684) $ 324,051
Comprehensive income:
Net income for the year 34,206
Aggregate translation adjustment (909)
Minimum pension liability, net of
deferred tax benefit of $82 119
Total comprehensive income 33,416
Dividends paid: $.04 per share (1,699) (1,699)
Purchase and retirement of common stock (1,672) (334) (21,866) (22,200)
Shares issued under employee stock plans 168 34 1,506 (2,558) (1,018)
Tax benefit related to exercise of
nonqualified stock options 236 236
Amortization of unearned compensation 655 655
------------------------------------------------------------------------------------
Balances at July 31, 2001 42,144 8,429 14,256 319,607 (3,377) (5,474) 333,441
------------------------------------------------------------------------------------
Comprehensive loss:
Net loss for the year (101,592)
Aggregate translation adjustment (753)
Minimum pension liability, net of
deferred tax benefit of $232 (431)
Total comprehensive loss (102,776)
Dividends paid: $.025 per share (1,058) (1,058)
Shares issued under employee stock plans 584 117 1,876 29 2,022
Tax benefit related to exercise of
nonqualified stock options 2,714 2,714
Amortization of unearned compensation 1,699 1,699
------------------------------------------------------------------------------------
Balances at July 31, 2002 42,728 8,546 18,846 216,957 (1,649) (6,658) 236,042
------------------------------------------------------------------------------------
Comprehensive income:
Net income for the year 14,175
Aggregate translation adjustment 1,276
Minimum pension liability, net of
deferred tax benefit of $1,201 (2,236)
Total comprehensive income 13,215
Dividends paid: $.02 per share (859) (859)
Shares issued under employee stock plans 639 127 4,585 (4,613) 99
Tax benefit related to exercise of
nonqualified stock options 166 166
Amortization of unearned compensation 834 834
------------------------------------------------------------------------------------
Balances at July 31, 2003 43,367 $ 8,673 $ 23,597 $ 230,273 $ (5,428) $ (7,618) $ 249,497
====================================================================================
The accompanying notes are an integral part of these financial statements.
24
CONSOLIDATED STATEMENTS OF CASH FLOWS
Years Ended July 31
-----------------------------------
(in thousands) 2003 2002 2001
- -------------------------------------------------------------------------------------------------
OPERATIONS
Net income (loss) $ 14,175 $(101,592) $ 34,206
Adjustments to reconcile net income to cash flow from
operating activities:
Gain on sale of joint venture -- -- (1,008)
Loss on sale of property, plant and equipment 266 392 2,770
Gain on sale of equipment held for rental (6,794) (8,049) (3,371)
Non-cash charges and credits:
Cumulative effect of change in accounting principle -- 114,470 --
Depreciation and amortization 19,937 20,959 28,775
Provision for self-insured losses 6,344 7,943 6,450
Deferred income taxes (5,247) (4,635) (2,017)
Other 7,027 3,689 2,163
Changes in selected working capital items:
Accounts receivable (43,985) (40,110) (18,949)
Inventories 48,926 24,462 (41,807)
Accounts payable (46,026) 52,685 (39,897)
Other operating assets and liabilities (12,706) 15,194 (2,900)
Changes in finance receivables 40,487 57,154 (132,790)
Changes in pledged finance receivables (114,271) (91,331) --
Changes in other assets and liabilities (3,295) (28,136) (5,722)
-----------------------------------
Cash flow from operating activities (95,162) 23,095 (174,097)
INVESTMENTS
Purchases of property, plant and equipment (10,806) (12,954) (15,787)
Proceeds from the sale of property, plant and equipment 216 172 416
Purchases of equipment held for rental (16,342) (26,429) (33,406)
Proceeds from the sale of equipment held for rental 19,063 28,924 31,251
Proceeds from sale of joint venture -- -- 4,000
Other (689) 405 (5,540)
-----------------------------------
Cash flow from investing activities (8,558) (9,882) (19,066)
FINANCING
Net (decrease) increase in short-term debt (13,497) (7,771) 13,009
Issuance of long-term debt 404,283 617,000 571,505
Repayment of long-term debt (279,647) (717,572) (383,629)
Issuance of limited recourse debt 117,383 90,214 --
Repayment of limited recourse debt (118) -- --
Payment of dividends (859) (1,058) (1,699)
Purchase of common stock -- -- (22,201)
Exercise of stock options and issuance of restricted awards 927 3,732 (126)
-----------------------------------
Cash flow from financing activities 228,472 (15,455) 176,859
CURRENCY ADJUSTMENTS
Effect of exchange rate changes on cash 1,852 (807) 102
CASH
Net change in cash and cash equivalents 126,604 (3,049) (16,202)
Beginning balance 6,205 9,254 25,456
-----------------------------------
Ending balance $ 132,809 $ 6,205 $ 9,254
===================================
The accompanying notes are an integral part of these financial statements.
25
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except per share data and unless otherwise indicated)
NOTE 1--SUMMARY OF SIGNIFICANT ACCOUNTING POLICES
Principles of Consolidation and Statement Presentation
The consolidated financial statements include our accounts and our
subsidiaries. Significant intercompany accounts and transactions have been
eliminated in consolidation.
Reclassifications
Where appropriate, we have reclassified certain prior year amounts in the
consolidated financial statements to conform to the fiscal 2003 presentation.
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 inevitably will differ from those estimates, and
such differences may be material to the financial statements.
Revenue Recognition
Sales of equipment and service parts are unconditional sales that are
recorded when product is shipped and invoiced to independently owned and
operated distributors and customers. Our sales terms are "free-on-board"
shipping point (FOB shipping point); however, certain sales may be invoiced
prior to the time customers take physical possession. In such cases, revenue is
recognized only when the customer has a fixed commitment to purchase the
equipment, the equipment has been completed and made available to the customer
for pickup or delivery, and the customer has requested that we hold the
equipment for pickup or delivery at a time specified by the customer. In such
cases, the equipment is invoiced under our customary billing terms, title to the
units and risks of ownership passes to the customer upon invoicing, the
equipment is segregated from our inventory and identified as belonging to the
customer and we have no further obligations under the order. In the unusual
instance that our shipping terms are "shipping point destination," revenue is
recorded at the time the goods reach our customers.
Revenue from certain equipment lease contracts is accounted for as
sales-type leases. The present value of all payments, net of executory costs, is
recorded as revenue and the related cost of the equipment is charged to cost of
sales. The associated interest is recorded over the term of the lease using the
interest method. In addition, net revenues include rental revenues earned on the
lease of equipment held for rental. Rental revenues are recognized in the period
earned over the lease term. Provisions for warranty are estimated and accrued at
the time of sale. Actual warranty costs do not materially differ from estimates.
We adopted Staff Accounting Bulletin No. 101 ("SAB 101") on revenue
recognition effective at the beginning of our fourth quarter of fiscal 2001. The
adoption of SAB 101 did not have a material impact on our consolidated financial
statements.
We adopted the provisions of Emerging Issue Task Force ("EITF") No. 00-10,
"Accounting for Shipping and Handling Fees and Costs" as required at the same
time we adopted SAB 101 noted above. As a result of this adoption of EITF 00-10,
we now reflect shipping and handling fees billed to customers as sales while the
related shipping and handling costs are included in cost of goods sold. Prior to
adoption, some fees and costs were netted in cost of goods sold and selling
expenses. The amount of such shipping and handling costs were not material to
the financial statements.
Cash and Cash Equivalents
We consider all highly liquid investments with a maturity of three months
or less when purchased to be cash equivalents and classify such amounts as cash.
Inventories
Inventories are stated at the lower of cost or market. The cost of United
States inventories is based primarily on the LIFO (last-in, first-out) method.
All other inventories are based on the FIFO (first-in, first-out) method.
26
Our inventories consist of the following at July 31:
2003 2002
- --------------------------------------------------------------------------------
Finished goods $ 72,063 $104,680
Raw materials and work in process 51,267 65,579
---------------------
123,330 170,259
Less LIFO provision 6,444 4,723
---------------------
$116,886 $165,536
=====================
The cost of United States inventories stated under the LIFO method was 48%
and 60% at July 31, 2003 and 2002, respectively, of our total inventory.
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 $19.8 million, $20.9 million and $22.7 million for the
fiscal years 2003, 2002 and 2001, respectively.
Long-Lived Assets
The carrying value of long-lived assets, including intangible assets other
than goodwill, is evaluated whenever events or changes in circumstances indicate
that the carrying value of any such assets may not be fully recoverable. An
impairment loss is recognized when estimated undiscounted future cash flows
expected to result from the use of the asset including disposition are less than
the carrying value of the asset. Impairment is measured as the amount by which
the carrying value exceeds the fair value.
Goodwill
Goodwill represents the difference between the total purchase price and
the fair value of identifiable assets and liabilities acquired in business
acquisitions.
In July 2001, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standards ("SFAS") No. 142, "Goodwill and
Other Intangible Assets," establishing new financial reporting standards for
acquired goodwill and other intangible assets. On August 1, 2001, we elected
early adoption of SFAS No. 142, "Goodwill and Other Intangible Assets." Under
SFAS No. 142, goodwill and intangible assets deemed to have indefinite lives
will no longer be amortized but will be subject to annual impairment tests.
Other intangible assets will continue to be amortized over their useful lives.
Accordingly, we ceased amortization of all goodwill. The amount of goodwill
impairment, if any, is measured by comparing its implied fair value with its
carrying amount and writing down its carrying amount to its implied fair value.
Intangible assets that have finite useful lives continue to be amortized over
their useful lives. In addition, these assets continue to be reviewed for
possible impairment whenever events or changes in circumstances indicate
carrying value may not be recoverable.
Prior to the adoption of SFAS No. 142 in August 2001, we amortized
goodwill on a straight-line basis over periods ranging from 10 to 25 years. If
an impairment indicator was present, we evaluated whether an impairment existed
on the basis of undiscounted expected future cash flows from operations for the
remaining amortization period.
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
We incurred product development costs of $16.1 million, $15.6 million and
$15.9 million in 2003, 2002 and 2001, respectively, which were charged to
expense as incurred.
27
Product Warranty
Most of our products carry a product warranty. That product warranty
generally provides that we repair or replace most parts or parts of the product
found to be defective in material or workmanship during the specified warranty
period following purchase at no cost to the customer. In addition, we provide a
one-year warranty on replacement or service parts that we sell. We establish
reserves related to warranties we provide on our products. Specific reserves are
maintained for programs related to machine safety and reliability issues.
Estimates are made regarding the size of the population, the type of program,
costs to be incurred by us and estimated participation. Additional reserves are
maintained based on the historical percentage relationships of such costs to
machine sales and applied to current equipment sales.
This table presents our reconciliation of accrued product warranty during
the period from July 31, 2002 to July 31, 2003:
Balance as of August 1, 2002 $ 9,375
Payments (5,338)
Accruals 4,818
Changes in the liability for accruals (270)
-------
Balance as of July 31, 2003 $ 8,585
=======
Concentrations of Credit Risk
Financial instruments, which potentially expose us to concentrations of
credit risk, consist primarily of trade and finance receivables. As of July 31,
2003, approximately 17% of our trade receivables were due from two customers and
approximately 50% of our finance receivables were due from three customers. In
addition, one customer accounted for approximately 9% of our trade receivables
and that same customer accounted for approximately 21% of our finance
receivables. We continuously evaluate the creditworthiness of our customers and
secure transactions with letters of credit where we believe the risk warrants
it. Finance receivables are collateralized by a security interest in the
underlying assets. Write-offs for uncollected 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 $3.4 million, $3.4
million and $6.0 million in 2003, 2002 and 2001, respectively.
Foreign Currency Translation
The financial statements of our foreign operations are measured in their
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.
We are exposed to risks arising from changes in foreign currency rates,
primarily the British pound, Euro and Australian dollar. The aggregate foreign
currency transactions included in the results of operations were gains of $5.4
million and $2.9 million in 2003 and 2002, respectively, and a loss of $0.9
million in 2001.
Derivative Instruments
We are exposed to market risks from changes in interest rates and foreign
currency exchange rates. During fiscal 2003 and 2002, we entered into interest
rate swap agreements to manage our interest rate exposure in order to achieve a
cost-effective mix of fixed- and variable-rate indebtedness. We do not utilize
derivatives that contain leverage features. On the date on which we enter into a
derivative, the derivative is designated as a hedge of the identified exposure.
We formally document all relationships between hedging instruments and hedged
items, as well as our risk management objective and strategy for undertaking
hedge transactions. In this documentation, we specifically identify the hedged
item and state how the hedging instrument is expected to reduce the risks
related to the hedged item.
28
We have designated our outstanding interest rate swap agreements as fair
value hedges of the underlying fixed rate obligations. The objective of our
hedges is to protect the debt against changes in fair value due to changes in
the benchmark interest rate. The fair value of interest rate swap agreements is
recorded in other assets or other long-term liabilities with a corresponding
increase or decrease in the fixed-rate obligation. The changes in the fair value
of interest rate swap agreements and the underlying fixed-rate obligations are
recorded as equal and offsetting unrealized gains and losses in interest expense
in the Consolidated Statements of Income. We have structured our interest rate
swap agreements to be 100% effective. As a result, there is no current impact on
earnings resulting from hedge ineffectiveness.
Our outstanding interest rate swap instruments at July 31, 2003, consisted
of a $70 million notional fixed-to-variable rate swap with a fixed-rate receipt
of 8 3/8% and a $62.5 million notional fixed-to-variable rate swap with a
fixed-rate receipt of 8 1/4%. The basis of the variable rates paid related to
our $70 million and $62.5 million interest rate swap instruments are the London
Interbank Offered Rate (LIBOR) plus 4.51% and 5.15%, respectively. The fair
value of our interest rate hedges were a negative $11.4 million at July 31, 2003
and reflect the estimated amount that we would owe to terminate the contracts at
the reporting date.
We enter into certain foreign currency contracts, principally forward
exchanges, to manage some of our foreign currency exchange risk. Some natural
hedges are also used to mitigate transaction and forecasted exposures. Through
our foreign currency hedging activities, we seek primarily to minimize the risk
that cash flows resulting from the sales of our products will be affected by
changes in exchange rates.
During the year, we entered into certain currency forward contracts to
mitigate our economic risk to foreign exchange risk that qualify as derivative
instruments under SFAS No. 133. However, we have not designated these
instruments as hedge transactions under SFAS No. 133 and, accordingly, the
mark-to-market impact of these derivatives is recorded each period in current
earnings. The fair value of foreign currency related derivatives are included in
the Consolidated Balance Sheet in other current assets and other current
liabilities. The mark-to-market impact related to the above forwards was a gain
of approximately $0.2 million at July 31, 2003, and charges of approximately
$2.4 million and $0.4 million at July 31, 2002 and 2001, respectively, and are
included in Miscellaneous, net in the Consolidated Statements of Income.
Stock-Based Compensation
As more fully described in Note 12 of the Notes to Consolidated Financial
Statements, we have elected to continue to follow Accounting Principles Board
("APB") Opinion No. 25, "Accounting for Stock Issued to Employees," and its
related interpretations for stock-based compensation and to furnish the pro
forma disclosures required under SFAS No. 148, "Accounting for Stock-Based
Compensation--Transition and Disclosure."
Recent Accounting Pronouncements
Effective August 1, 2001, we adopted the provisions of EITF 00-25, "Vendor
Income Statement Characterization of Consideration Paid to a Reseller of the
Vendor's Products," as codified in EITF 01-09, "Accounting for Consideration
Given by a Vendor to a Customer or a Reseller of the Vendor's Products." As a
result of the adoption, we now classify the costs associated with sales
incentives provided to retailers as a reduction in net sales. These costs were
previously included in selling, general and administrative expenses. This
reclassification was not material to the applicable individual line items of the
financial statements and had no impact on reported income before income taxes,
net income or income per share amounts.
Effective August 1, 2002, we adopted SFAS No. 143, "Accounting for Asset
Retirement Obligations," which establishes the accounting and reporting
standards for obligations associated with the retirement of tangible long-lived
assets and the associated asset retirement costs. The adoption of SFAS No. 143
did not have an impact on our consolidated financial position or results of
operations.
Effective August 1, 2002, we adopted SFAS No. 144, "Accounting for the
Impairment or Disposal of Long-Lived Assets." This statement addresses financial
accounting and reporting for the impairment or disposal of long-lived assets and
supersedes SFAS No. 121, "Accounting for the Impairment of Long-Lived Assets and
for Long-Lived Assets to be Disposed Of." The adoption of SFAS No. 144 did not
have a significant impact on our consolidated financial position or results of
operations.
29
Effective June 1, 2002, we elected early adoption of SFAS No. 145,
"Rescission of FASB Statements No. 4, 44, and 64, Amendment of FASB Statement
No. 13, and Technical Corrections." This statement requires, among other things,
that gains and losses on the early extinguishment of debt be classified as
extraordinary only if they meet the criteria for extraordinary treatment set
forth in APB Opinion No. 30. As a result, $0.5 million of deferred financing
costs related to the reduction in the maximum borrowing available under our
revolving credit facility from $250 million to $150 million that was expensed
during fiscal 2003 and $0.1 million of deferred financing costs related to our
former $83 million senior credit facility that was expensed during fiscal 2002
are included in interest expense on our Consolidated Statements of Income.
Effective January 1, 2003, we adopted SFAS No. 146, "Accounting for Costs
Associated with Exit or Disposal Activities." This statement addresses financial
accounting and reporting for costs associated with exit or disposal activities
when they are incurred rather than at the date of a commitment to an exit or
disposal plan. This statement nullifies Emerging Issue Task Force No. 94-3,
"Liability Recognition for Certain Employee Termination Benefits and Other Costs
to Exit an Activity (including Certain Costs Incurred in a Restructuring)," and
is effective for exit or disposal activities initiated after December 31, 2002.
As more fully described in Note 17 of the Notes to Consolidated Financial
Statements, the adoption of SFAS No. 146 required that since some employees
terminated under our second quarter of fiscal 2003 restructuring plan are
required to render service until they are terminated in order to receive the
termination benefit, we will recognize this liability ratably over the future
periods of service. Under previous accounting treatment, we would have
immediately recognized the entire obligation for this severance at the time of
approval of the restructuring plan.
Effective January 1, 2003, we adopted the provisions of FASB
Interpretation No. 45 ("FIN 45"), "Guarantor's Accounting and Disclosure
Requirements for Guarantees, Including Indirect Guarantees of Indebtedness of
Others." The implementation of this interpretation requires certain disclosures
regarding guarantees of the indebtedness of others as provided in Note 18 of the
Notes to Consolidated Financial Statements. In addition, FIN 45 requires that we
recognize at the inception of a guarantee a liability for the fair value of the
obligation undertaken in issuing the guarantee. The requirements of FIN 45 did
not have a material impact on our results of operations or financial position at
July 31, 2003.
In December 2002, the Financial Accounting Standards Board ("FASB") issued
SFAS No. 148, "Accounting for Stock-Based Compensation--Transition and
Disclosure." SFAS No. 148 provides alternative methods of transition for a
voluntary change to the fair value based method of accounting for stock-based
employee compensation and amends the disclosure requirements of SFAS No. 123,
"Accounting for Stock-Based Compensation," and APB Opinion No. 28, "Interim
Financial Reporting." The transition provisions of this Statement are effective
for fiscal years ending after December 15, 2002, and the disclosure requirements
of the Statement are effective for interim periods beginning after December 15,
2002. The adoption of SFAS No. 148 will not have an impact on us as we have
elected to continue to follow APB Opinion No. 25, "Accounting for Stock Issued
to Employees," and its related interpretations. In addition, we began providing
quarterly pro forma disclosure of stock based compensation, as measured under
the fair value requirements of SFAS No. 123 during our third quarter ended April
30, 2003.
In January 2003, the FASB issued FASB Interpretation No. 46 ("FIN 46"),
"Consolidation of Variable Interest Entities." This interpretation of Accounting
Research Bulletin No. 51, "Consolidated Financial Statements," addresses
consolidation of variable interest entities. FIN 46 requires certain variable
interest entities ("VIE's") to be consolidated by the primary beneficiary if the
entity does not effectively disperse risks among the parties involved. The
provisions of FIN 46 are effective immediately for those variable interest
entities created after January 31, 2003. The provisions are effective for the
first period beginning after June 15, 2003 for those variable interests held
prior to February 1, 2003. While we believe this Interpretation will not have a
material effect on our financial position or results of operations, we are
continuing to evaluate the effect of adoption of this Interpretation, which will
occur in the first quarter of fiscal 2004.
In April 2003, the FASB issued SFAS No. 149, "Amendment of Statement 133
on Derivative Instruments and Hedging Activities." SFAS No. 149 clarifies the
accounting for derivatives, amending the previously issued SFAS No. 133,
"Accounting for Derivative Instruments and Hedging Activities." SFAS No. 149
clarifies under what circumstances a contract with an initial net investment
meets the characteristics of a derivative, amends the definition of an
underlying contract, and clarifies when a
30
derivative contains a financing component in order to increase the comparability
of accounting practices under SFAS No. 133. SFAS No. 149 is effective for
contracts entered into or modified after June 30, 2003. As we currently mark all
of our derivative financial instruments and hedging contracts to market under
SFAS No. 133, the adoption of SFAS No. 149 is not expected to have an impact on
our consolidated financial statements.
In May 2003, the FASB issued SFAS No. 150, "Accounting for Certain
Financial Instruments with Characteristics of both Liabilities and Equity." SFAS
No. 150 establishes standards for how an issuer classifies and measures certain
financial instruments with characteristics of both liabilities and equity. SFAS
No. 150 applies specifically to a number of financial instruments that companies
have historically presented within their financial statements either as equity
or between the liabilities section and the equity section, rather than as
liabilities. SFAS No. 150 is effective for financial instruments entered into or
modified after May 31, 2003, and otherwise is effective at the beginning of the
first interim period beginning after June 15, 2003. As we currently do not have
financial instruments with characteristics of both liabilities and equity, the
adoption of SFAS No. 150 did not have an impact on our consolidated financial
statements.
NOTE 2--SUBSEQUENT EVENTS--ACQUISITION/SENIOR SECURED REVOLVING CREDIT FACILITY
On August 1, 2003, we completed our acquisition of the OmniQuip business
unit ("OmniQuip") of Textron Inc., which includes all operations relating to the
Sky Trak and Lull brand telehandler products. The purchase price was $100
million, with $90 million paid in cash at closing and $10 million paid in the
form of an unsecured subordinated promissory note due on the second anniversary
of the closing date. In addition, we will incur an estimated $5.7 million in
transaction expenses and estimated expenditures totaling $40.4 million over a
four-year period related to our integration plan. The integration plan
expenditures are associated with personnel reductions, facility closings, other
restructuring costs, plant start-up costs and facility operating expenses. Sales
for the purchased operations in calendar year 2002 totaled approximately $217
million. We funded the cash portion of the purchase price with the remaining
unallocated proceeds from the sale of our $125 million senior notes and
anticipate funding transaction and integration expenses with cash generated from
operations and borrowings under our credit facilities.
OmniQuip manufactures and markets multi-brand telehandlers and is North
America's leading producer of telehandlers used in numerous applications by
commercial and residential building contractors, as well as by customers in
other construction, military and agricultural markets. OmniQuip is also a key
supplier of telescopic material handlers to the U.S. military.
On September 23, 2003, we entered into a new three-year $175 million
senior secured revolving credit facility that replaces our previous $150 million
revolving credit facility and a pari passu, one-year $15 million cash management
facility to replace our previous $25 million secured bank revolving line of
credit facility. Both facilities are secured by a lien on substantially all of
our assets. Availability of credit requires compliance with financial and other
covenants, including during fiscal 2004 a requirement that we maintain leverage
ratios of Net Funded Debt to EBITDA measured on a rolling four quarters and Net
Funded Senior Debt to EBITDA measured on a rolling four quarters not to exceed
6.00 to 1.00 and 2.00 to 1.00, respectively, a fixed charge coverage ratio of
not less than 1.25 to 1.00, and a Tangible Net Worth of at least $194 million,
plus 50% of Consolidated Net Income on a cumulative basis for each preceding
fiscal quarter, commencing with the quarter ended July 31, 2003. Availability of
credit also will be limited by a borrowing base determined on a monthly basis by
reference to 85% of eligible domestic accounts receivable and percentages
ranging between 25% and 70% of various categories of domestic inventory.
NOTE 3--ACCOUNTS RECEIVABLE SECURITIZATION
In June 2000, we entered into a three-year receivables purchase agreement
with an independent issuer of receivables-backed commercial paper. Under the
terms of the agreement, we agreed to sell to our special purpose, wholly owned
subsidiary, on an ongoing basis and without recourse, a designated pool of
accounts receivable. This entity sold an undivided percentage ownership interest
in all the receivables to a third party. During February 2002, we terminated our
receivables purchase agreement by repurchasing for $18.1 million the undivided
interest in pool receivables owned by our securitization subsidiary.
31
At July 31, 2001, the undivided interest in our pool of accounts
receivable that had been sold to the purchasers aggregated $50.6 million, which
was used to retire debt outstanding under our revolving credit facilities. Sales
of accounts receivable were reflected as a reduction of accounts receivable in
the consolidated balance sheets and the proceeds were included in cash flows
from operating activities in the Consolidated Statements of Cash Flows.
NOTE 4--FINANCE RECEIVABLES
Finance receivables represent sales-type leases resulting from the sale of
our products. Our net investment in finance receivables was as follows at July
31:
2003 2002
- -------------------------------------------------------------------------------
Gross finance receivables $ 205,390 $ 155,786
Estimated residual value 35,337 44,608
------------------------
240,727 200,394
Unearned income (42,811) (36,384)
------------------------
Net finance receivables 197,916 164,010
Provision for losses (3,185) (2,294)
------------------------
$ 194,731 $ 161,716
========================
Of the finance receivables balances at July 31, 2003 and 2002, $160.4
million and $88.1 million, respectively, are pledged finance receivables
resulting from the sale of finance receivables through monetization
transactions. In compliance with SFAS No. 140, "Accounting for Transfers and
Servicing of Financial Assets and Extinguishment of Liabilities," these
transactions are accounted for as debt on our Consolidated Balance Sheets. The
maximum loss exposure associated with these transactions was $21.7 million as of
July 31, 2003. As of July 31, 2003, our provision for losses related to these
transactions was $2.7 million.
The following table displays the contractual maturity of our finance
receivables. It does not necessarily reflect future cash collections because of
various factors including the possible refinancing or sale of finance
receivables and repayments prior to maturity.
For the twelve-month periods ended July 31:
2004 $ 48,606
2005 49,715
2006 46,970
2007 36,622
2008 15,452
Thereafter 8,025
Residual value in equipment at lease end 35,337
Less: unearned finance income (42,811)
--------
Net investment in leases $197,916
========
Provisions for losses on finance receivables are charged to income in
amounts sufficient to maintain the allowance at a level considered adequate to
cover losses in the existing receivable portfolio.
NOTE 5--PROPERTY, PLANT AND EQUIPMENT
Our property, plant and equipment consists of the following at July 31:
2003 2002
- --------------------------------------------------------------------------------
Land and improvements $ 7,119 $ 7,480
Buildings and improvements 51,420 51,092
Machinery and equipment 117,564 115,522
---------------------
176,103 174,094
Less allowance for depreciation 96,404 89,724
---------------------
$ 79,699 $ 84,370
=====================
32
NOTE 6--GOODWILL
On August 1, 2001, we elected early adoption of SFAS No. 142, "Goodwill
and Other Intangible Assets." Under SFAS No. 142, goodwill and intangible assets
deemed to have indefinite lives will no longer be amortized but will be subject
to annual impairment tests. Other intangible assets will continue to be
amortized over their useful lives. Accordingly, we ceased amortization of all
goodwill.
In the year of adoption, SFAS No. 142 requires the first step of the
goodwill impairment test to be completed within the first six months of adoption
and the final step to be completed within twelve months. The first step is to
screen for potential impairment and the second measures the amount of
impairment, if any. During the second quarter of fiscal 2002, we performed an
initial impairment test by reporting unit, which indicated potential impairment
of goodwill attributable to our Gradall reporting unit, which is part of our
Machinery segment, resulting from changing business conditions including
consolidation of the telehandler market, unplanned excess manufacturing capacity
costs and eroded margins due to competitive pricing pressures. During the fourth
quarter of fiscal 2002, we calculated the fair value of the Gradall and foreign
reporting units using third-party appraisals and expected future discounted cash
flows. As a result of this analysis, we concluded that goodwill was impaired and
recorded an impairment charge of $114.5 million, or $2.65 per diluted share,
which is reflected as a cumulative effect of change in accounting principle in
the Consolidated Statements of Income. There was no income tax effect on this
change in accounting principle.
This table presents our comparative net income and earnings per common
share before the cumulative effect of accounting change and goodwill
amortization under SFAS No. 142 for the years ended July 31:
2003 2002 2001
- ---------------------------------------------------------------------------------------------------------------------------------
Reported income before cumulative effect of change in accounting principle $ 14,175 $ 12,878 $ 34,206
Add: goodwill amortization -- -- 6,052
-----------------------------------------------
Adjusted income before cumulative effect of change in accounting principle 14,175 12,878 40,258
Cumulative effect of change in accounting principle -- (114,470) --
-----------------------------------------------
Adjusted net income (loss) $ 14,175 $ (101,592) $ 40,258
===============================================
Earnings (loss) per common share:
Reported earnings per common share before cumulative effect of change in
accounting principle $ .33 $ .31 $ .81
Goodwill amortization -- -- .14
-----------------------------------------------
Adjusted earnings per common share before cumulative effect of change in
accounting principle .33 .31 .95
Cumulative effect of change in accounting principle -- (2.72) --
-----------------------------------------------
Adjusted earnings (loss) per common share $ .33 $ (2.41) $ .95
===============================================
Earnings (loss) per common share--assuming dilution:
Reported earnings per common share--assuming dilution before cumulative
effect of change in accounting principle $ .33 $ .30 $ .80
Goodwill amortization -- -- .14
-----------------------------------------------
Adjusted earnings per common share--assuming dilution before cumulative
effect of change in accounting principle .33 .30 .94
Cumulative effect of change in accounting principle -- (2.65) --
-----------------------------------------------
Adjusted earnings (loss) per common share--assuming dilution $ .33 $ (2.35) $ .94
===============================================
This table presents our reconciliation of the recorded goodwill during the
period from July 31, 2002 to July 31, 2003:
Balance as of August 1, 2002 $28,791
Additions 718
Impairment charge recorded --
-------
Balance as of July 31, 2003 $29,509
=======
33
During the second quarter of fiscal 2003, we purchased the assets of a
trailer manufacturer for $1.1 million, which caused the increase in the recorded
goodwill of our Machinery segment. These trailers feature a specialized
hydraulic system that allows the operator to lower the trailer deck to ground
level. This product series is complementary to our aerial work platform product
lines and is offered in 20 models with three styles: flat bed, utility or
enclosed.
NOTE 7--ACCRUED EXPENSES
Our accrued expenses consist of the following at July 31:
2003 2002
- --------------------------------------------------------------------------------
Accrued value added taxes $19,131 $ 5,380
Accrued payroll and related taxes and benefits 16,051 13,169
Current portion of product liability 9,500 6,723
Accrued warranty 8,585 9,375
Accrued income taxes 5,734 7,896
Accrued interest 5,640 2,460
Accrued allowance for contingent liabilities 4,801 4,137
Accrued sales rebate 4,636 4,697
Accrued dealer costs 4,556 6,463
Unearned income 1,208 421
Accrued commissions 1,109 1,567
Other accrued expenses 10,106 21,021
- --------------------------------------------------------------------------------
$91,057 $83,309
================================================================================
NOTE 8--OPERATING LEASES
Our total rental expense for operating leases was $9.2 million, $9.2
million and $6.3 million in 2003, 2002 and 2001, respectively. At July 31, 2003,
our future minimum lease payments under operating leases amounted to $5.6
million, $5.1 million, $5.2 million, $5.9 million, $1.0 million and $2.6 million
in 2004, 2005, 2006, 2007, 2008 and thereafter, respectively.
NOTE 9--CHANGES IN ACCOUNTING ESTIMATES
During the second quarter of fiscal 2003, we determined that we would not
make a discretionary profit sharing contribution for calendar year 2002. This
change resulted in an increase in net income of $1.5 million, or $.03 per
diluted share, for fiscal 2003.
As more fully described in Note 11 of the Notes to Consolidated Financial
Statements, during the fourth quarter of fiscal 2003, as a result from a change
in accounting estimate attributable to tax benefits received from foreign
operations partially offset by the creation of a valuation allowance for certain
foreign net operating losses, our current year's tax rate included a $2.1
million benefit to net income, or $.05 per diluted share.
During the second quarter of fiscal 2002, we determined that certain
volume-related customer incentives would not be achieved and that we would not
make a discretionary profit sharing contribution for calendar year 2001. The
reversal of the accrual related to volume-related customer incentives resulted
in an increase in net income of $2.3 million, or $.06 per diluted share for
fiscal 2002. The reversal of the accrual related to the discretionary profit
sharing contribution for calendar year 2001 resulted in an increase in net
income of $1.8 million, or $.04 per diluted share for fiscal 2002.
NOTE 10--SEGMENT INFORMATION
We have organized our business into three segments--Machinery, Equipment
Services and Access Financial Solutions. The Machinery segment contains the
design, manufacture and sale of new equipment. The Equipment Services segment
contains after-sales service and support, including parts sales, equipment
rentals, and used and remanufactured or reconditioned equipment sales. The
Access Financial Solutions segment contains financing and leasing activities. We
evaluate performance of the Machinery and Equipment Services segments and
allocate resources based on operating profit before interest, miscellaneous
income/expense and income taxes. We evaluate performance of the Access Financial
Solutions segment and allocate resources based on its operating profit less
interest expense. 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.
34
Our business segment information consisted of the following for the years
ended July 31:
2003 2002 2001
- -------------------------------------------------------------------------------------------------
Revenues:
Machinery $ 603,145 $ 621,283 $ 835,893
Equipment Services 136,737 133,058 122,650
Access Financial Solutions 19,907 15,729 5,329
-----------------------------------------
$ 759,789 $ 770,070 $ 963,872
=========================================
Segment profit (loss):
Machinery $ 28,385 $ 29,039 $ 78,501
Equipment Services 27,119 24,686 25,268
Access Financial Solutions 3,990 5,288 (223)
General corporate (32,001) (33,347) (30,797)
-----------------------------------------
Segment profit 27,493 25,666 72,749
Add Access Financial Solution's interest expense 11,700 5,051 1,006
-----------------------------------------
Operating income $ 39,193 $ 30,717 $ 73,755
=========================================
Depreciation and amortization:
Machinery $ 13,984 $ 14,994 $ 23,344
Equipment Services 3,766 3,613 2,917
Access Financial Solutions 691 781 1,197
General corporate 1,496 1,571 1,317
-----------------------------------------
$ 19,937 $ 20,959 $ 28,775
=========================================
Expenditures for long-lived assets:
Machinery $ 11,200 $ 12,350 $ 14,324
Equipment Services 15,084 22,236 26,154
Access Financial Solutions 579 4,661 5,372
General corporate 285 136 3,343
-----------------------------------------
$ 27,148 $ 39,383 $ 49,193
=========================================
Assets:
Machinery $ 566,801 $ 462,399 $ 564,345
Equipment Services 36,574 45,361 41,231
Access Financial Solutions 237,632 187,153 137,136
General corporate 96,978 83,328 82,877
-----------------------------------------
$ 937,985 $ 778,241 $ 825,589
=========================================
Sales to one customer accounted for 15%, 22% and 22% of Machinery revenues
for the years ended July 31, 2003, 2002 and 2001, respectively; 16%, 12% and 11%
of Equipment Services revenues for the years ended July 31, 2003, 2002 and 2001,
respectively; and 21% and 30% of Access Financial Solutions revenues for the
years ended July 31, 2003 and 2002, respectively. Another customer accounted for
15% and 34% of Access Financial Solutions revenues for the years ended July 31,
2003 and 2002, respectively. Also, two additional customers each accounted for
10% of Machinery revenues for the year ended July 31, 2003.
Our revenues by product group consisted of the following for the years
ended July 31:
2003 2002 2001
- --------------------------------------------------------------------------------------------------------------
Aerial work platforms $435,164 $475,241 $682,689
Telehandlers 119,536 87,443 87,704
Excavators 48,445 58,599 65,500
After-sales service and support, including parts sales, and used and
reconditioned equipment sales 130,335 124,587 116,376
Financial products 19,184 14,227 3,889
Rentals 7,125 9,973 7,714
------------------------------------
$759,789 $770,070 $963,872
====================================
35
We manufacture our products in the United States and Belgium and sell
these products globally, but principally in North America, Europe, Australia and
South America. No single foreign country is significant to the consolidated
operations.
Our revenues by geographic area consisted of the following for the years
ended July 31:
2003 2002 2001
- --------------------------------------------------------------------------------
United States $555,155 $556,252 $709,412
Europe 145,038 167,940 187,924
Other 59,596 45,878 66,536
--------------------------------------------
$759,789 $770,070 $963,872
============================================
NOTE 11--INCOME TAXES
Our income tax provision consisted of the following for the years ended
July 31:
2003 2002 2001
- --------------------------------------------------------------------------------
United States:
Current $ 4,163 $ 10,611 $ 21,991
Deferred (3,129) (4,635) (2,017)
-------------------------------------------
1,034 5,976 19,974
-------------------------------------------
Other countries:
Current 2,690 367 117
-------------------------------------------
$ 3,724 $ 6,343 $ 20,091
===========================================
We made income tax payments of $8.5 million, $0.9 million and $25.6
million in 2003, 2002 and 2001, respectively. Income tax benefits recorded
directly as an adjustment to equity as a result of employee stock options were
$0.2 million, $2.7 million and $0.2 million in 2003, 2002 and 2001,
respectively.
The difference between the U.S. federal statutory income tax rate and our
effective tax rate is as follows for the years ended July 31:
2003 2002 2001
- --------------------------------------------------------------------------------
Statutory U.S. federal income tax rate 35% 35% 35%
Change in estimate (11) -- --
Effect of export profits taxed at lower rates (2) (5) (4)
Non-deductibility of goodwill -- -- 4
Other (1) 3 2
--------------------------
Effective tax rate 21% 33% 37%
==========================
The current year's rate included a $2.1 million benefit to net income, or
$.05 per diluted share, resulting from a change in accounting estimate
attributable to tax benefits received from foreign operations partially offset
by the creation of a valuation allowance for certain foreign net operating
losses.
Our components of deferred tax assets and liabilities were as follows at
July 31:
2003 2002
- -------------------------------------------------------------------------------------------------
Future income tax benefits:
Employee benefits $ 20,975 $15,859
Contingent liabilities provisions 10,744 11,620
Operating loss carryforwards 7,850 3,481
Other 7,095 6,392
Valuation allowance (3,994) --
----------------------
42,670 37,352
----------------------
Deferred tax liabilities for depreciation and asset basis differences 9,009 8,938
----------------------
Net deferred tax assets $ 33,661 $28,414
======================
The current and long-term deferred tax asset amounts are included in other
current assets and other asset balances on the Consolidated Balance Sheets.
36
At July 31, 2003, we had foreign tax loss carryforwards of $17.7 million,
which may be carried forward indefinitely. The valuation allowance increased by
$4.0 million due to the uncertainty surrounding our ability to recognize certain
of the tax benefits associated with these foreign losses. We also have state
loss carryforwards of approximately $62.1 million, which will expire between
2011 and 2013.
NOTE 12--STOCK-BASED INCENTIVE PLANS
Our stock incentive plan has reserved 0.2 million shares of capital stock
that may be awarded to key employees in the form of options to purchase capital
stock, restricted shares or bonus shares. Our Board of Directors sets the option
price and vesting terms of options and restricted shares in accordance with the
terms of our stock incentive plan. The expense related to the award of
restricted shares was $0.8 million, $1.7 million and $0.7 million in 2003, 2002
and 2001, respectively. For all options currently outstanding, the option price
is the fair market value of the shares on their date of grant.
Our 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 we 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 1.4 million shares of
capital stock is reserved to be issued under the plan.
Our equity compensation plans in effect as of July 31, 2003 are as
follows:
Number of
Number of Securities Securities Remaining
to be Issued Weighted Average Available for Future
Upon Exercise of Exercise Price of Issuance Under Equity
Plan Category Outstanding Options Outstanding Options Compensation Plans
- ---------------------------------------------------------------------------------------------------------------------------
Equity compensation plans approved
by security holders 4,679 $11.16 1,652
Equity compensation plans not approved
by security holders -- -- --
------------------------------------------------------------------------
Total 4,679 $11.16 1,652
========================================================================
Our outstanding options and transactions involving the plans are
summarized as follows:
2003 2002 2001
----------------------------------------------------------------------
Weighted Weighted Weighted
Average Average Average
Exercise Exercise Exercise
Options Price Options Price Options Price
- -------------------------------------------------------------------------------------------------------------------------
Outstanding options at the beginning of
the year 3,335 $12.40 4,260 $11.13 3,105 $11.12
Options granted 1,729 8.45 42 11.30 1,298 11.06
Options canceled (295) 12.18 (336) 11.60 (92) 14.34
Options exercised (90) 1.77 (631) 4.16 (51) 2.62
----------------------------------------------------------------------
Outstanding options at the end of the year 4,679 $11.16 3,335 $12.40 4,260 $11.13
======================================================================
Exercisable options at the end of the year 2,538 $12.95 2,174 $13.03 2,278 $10.63
======================================================================
Our information with respect to stock options outstanding at July 31, 2003
is as follows:
Options Outstanding Options Exercisable
--------------------------------------------------------------------------------------------------------
Range of Number Weighted Average Weighted Average Number Weighted Average
Exercise Prices Outstanding Remaining Life Exercise Price Exercisable Exercise Price
- ------------------------------------------------------------------------------------------------------------------------------
$ 1.12 to $ 1.59 24 .3 $ 1.59 24 $ 1.59
2.93 to 3.30 93 1 3.13 93 3.13
5.64 to 10.91 3,354 8 9.48 1,310 10.48
11.30 to 14.75 588 5 13.28 491 13.25
17.31 to 17.69 235 5 17.61 235 17.61
18.09 to 21.94 385 6 21.18 385 21.18
37
We have elected to apply Accounting Principles Board Opinion No. 25,
"Accounting for Stock Issued to Employees" and related interpretations in
accounting for our stock options. Under this opinion, we do not recognize
compensation expense arising from such grants because the exercise price of our
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 we had accounted for our 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:
2003 2002 2001
- --------------------------------------------------------------------------------------------------
Volatility factor .546 .571 .596
Expected life in years 4.9 3.0 4.9
Dividend yield .24% .18% .36%
Interest rate 3.0% 3.06% 4.57%
Weighted average fair market value at date of grant $4.12 $4.56 $5.88
For purposes of pro forma disclosures, the estimated fair value of the
options is amortized over the options' vesting period. Our pro forma information
follows for the years ended July 31:
2003 2002 2001
- --------------------------------------------------------------------------------------------------------------------------
Net income (loss), as reported $ 14,175 $ (101,592) $ 34,206
Less: Total stock-based employee compensation expense determined under
fair value based method for all awards, net of related tax effects (3,476) (2,863) (1,684)
----------------------------------------------
Pro forma net income (loss) $ 10,699 $ (104,455) $ 32,522
==============================================
Earnings per share:
Earnings (loss) per common share--as reported $ .33 $ (2.41) $ .81
==============================================
Earnings (loss) per common share--pro forma $ .25 $ (2.48) $ .77
==============================================
Earnings (loss) per common share--assuming dilution--as reported $ .33 $ (2.35) $ .80
==============================================
Earnings (loss) per common share--assuming dilution--pro forma $ .25 $ (2.42) $ .76
==============================================
NOTE 13--BASIC AND DILUTED EARNINGS PER SHARE
This table presents our computation of basic and diluted earnings per
share for the years ended July 31:
2003 2002 2001
- -----------------------------------------------------------------------------------------------------------------
Income before cumulative effect of change in accounting principle $ 14,175 $ 12,878 $ 34,206
Cumulative effect of change in accounting -- (114,470) --
------------------------------------------
Net income (loss) $ 14,175 $ (101,592) $ 34,206
==========================================
Denominator for basic earnings per share--weighted average shares 42,601 42,082 42,155
Effect of dilutive securities--employee stock options
and unvested restricted shares 265 1,088 531
------------------------------------------
Denominator for diluted earning per share--weighted average
shares adjusted for dilutive securities 42,866 43,170 42,686
==========================================
Earnings per common share before cumulative effect of
change in accounting principle $ .33 $ .31 $ .81
Cumulative effect of change in accounting principle -- (2.72) --
------------------------------------------
Earnings (loss) per common share $ .33 $ (2.41) $ .81
==========================================
Earnings per common share--assuming dilution before cumulative
effect of change in accounting principle $ .33 $ .30 $ .80
Cumulative effect of change in accounting principle -- (2.65) --
------------------------------------------
Earnings (loss) per common share--assuming dilution $ .33 $ (2.35) $ .80
==========================================
38
During fiscal 2003, options to purchase 4.8 million shares of capital
stock at a range of $5.64 to $21.94 per share were not included in the
computation of diluted earnings per share because exercise prices for the
options were more than the average market price of the capital stock.
NOTE 14--SHAREHOLDER RIGHTS PLAN
We 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 us one-tenth of
a share of our capital stock at a purchase price of $40 per whole share of our
capital stock. The Rights will expire on May 24, 2010 unless redeemed earlier by
us 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
our capital shares unless such acquisition or offer is pursuant to a Permitted
Offer approved by a majority of directors who are not our officers or affiliates
of the Acquiring Person. Following an acquisition of 15% or more of our 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 of our securities.)
Similarly, unless certain conditions are met, if we engage in a merger or
other business combination following a Stock Acquisition where we do not survive
or where part of our capital shares are exchanged or converted into securities,
cash or property of another person, or if 50% or more of our assets or earning
power 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
our 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 our stock, a majority of our 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 our Board of
Directors in cash or shares of our capital stock. Immediately upon the action of
a majority of our 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.
NOTE 15--REPURCHASE OF CAPITAL STOCK
During the year ended July 31, 2001, we repurchased 1.7 million shares of
our capital stock at an aggregate cost of $22.2 million.
NOTE 16--EMPLOYEE RETIREMENT PLANS
Substantially all of our employees participate in defined contribution or
non-contributory defined benefit plans. As of July 31, 2003, approximately 11%
of our employees were covered by union-sponsored, collectively bargained
multi-employer pension plans and a union employment contract which expires April
2006. The expense related to funding the multi-employer plan was $0.2 million,
$0.2 million and $0.5 million in 2003, 2002 and 2001, respectively.
We have discretionary, defined contribution retirement plans covering our
eligible U.S. employees. Our policy is to fund the cost as accrued. Plan assets
are invested in mutual funds and our capital stock. The aggregate expense
relating to these plans was $0.8 million, $0.8 million and $7.1 million in 2003,
2002 and 2001, respectively. We also have non-qualified defined benefit plans
that provide senior management with supplemental retirement, medical, disability
and death benefits.
39
This table presents our defined benefit pension and postretirement plans'
funded status and amounts recognized in our consolidated financial statements:
Pension Postretirement
Benefits Benefits
-----------------------------------------------------
2003 2002 2003 2002
- ----------------------------------------------------------------------------------------------------------------
Change in benefit obligation:
Benefit obligation at beginning of year $ 25,310 $ 22,123 $ 28,085 $ 24,791
Service cost 1,514 1,203 1,177 1,083
Interest cost 1,759 1,574 2,012 1,788
Change in assumptions 3,503 913 65 --
Change in participation 2 -- 43 (247)
Actuarial (gain)/loss 2,156 662 9,239 2,003
Benefits paid (1,448) (1,165) (1,578) (1,333)
-----------------------------------------------------
Benefit obligation at end of year $ 32,796 $ 25,310 $ 39,043 $ 28,085
=====================================================
Change in plan assets:
Fair value of plan assets at beginning of year $ 12,131 $ 12,597 $ -- $ --
Actual return on plan assets (1,268) (242) -- --
Contributions 1,551 941 1,578 1,333
Benefits paid (1,448) (1,165) (1,578) (1,333)
-----------------------------------------------------
Fair value of plan assets at end of year $ 10,966 $ 12,131 $ -- $ --
=====================================================
Funded status $(21,830) $(13,179) $(39,043) $(28,085)
Unrecognized net actuarial (gain)/loss 10,660 2,807 14,531 5,387
Unrecognized transition obligation 28 60 99 125
Unrecognized prior service cost 767 1,023 (1,766) (2,187)
-----------------------------------------------------
Accrued benefit cost $(10,375) $ (9,289) $(26,179) $(24,760)
=====================================================
Amounts recognized in the consolidated balance sheet:
Accrued benefit cost $(14,919) $(10,396) $(26,179) $(24,760)
Accumulated other comprehensive (gain)/loss 4,544 1,107 -- --
-----------------------------------------------------
Net amount recognized $(10,375) $ (9,289) $(26,179) $(24,760)
=====================================================
The funded status of our defined benefit pension plans at July 31, 2003
reflects the effects of negative returns experienced in the global capital
markets and a decline in the discount rate used to estimate the pension
liability. As a result, the accumulated benefit obligation exceeded the fair
value of plan assets. As required by accounting principles generally accepted in
the United States, the Consolidated Balance Sheet reflected a minimum pension
liability of $4.5 million at July 31, 2003. The effect of the funded status of
the plan resulted in an increase in accrued benefit costs by $3.4 million and an
increase in accumulated other comprehensive loss by $2.2 million, net of tax.
Our components of pension and postretirement expense were as follows for
the years ended July 31:
Pension Benefits Postretirement Benefits
----------------------------------------------------------------------------
2003 2002 2001 2003 2002 2001
- -----------------------------------------------------------------------------------------------------------------------
Service cost $ 1,514 $ 1,203 $ 3,580 $ 1,177 $ 1,083 $ 890
Interest cost 1,759 1,574 1,651 2,012 1,788 1,757
Expected return (1,012) (1,065) (459) -- -- --
Amortization of prior service cost 256 256 256 (421) (421) --
Amortization of transition obligation 32 32 32 26 26 --
Amortization of net (gain)/loss 87 (37) -- 203 90 --
----------------------------------------------------------------------------
$ 2,636 $ 1,963 $ 5,060 $ 2,997 $ 2,566 $2,647
============================================================================
40
Our weighted average actuarial assumptions as of July 31 were as follows:
Pension Benefits Postretirement Benefits
------------------------------------------------------
2003 2002 2001 2003 2002 2001
- -----------------------------------------------------------------------------------------
Discount rate 6.25% 7.25% 7.5% 6.25% 7.25% 7.5%
Expected return on plan assets 8.0% 8.5% 8.5% -- -- --
Rate of compensation increase 4.25% 4.5% 4.5% -- -- --
The health care cost trend rate used to determine the postretirement
benefit obligation was 13.1% for 2003. This rate decreases gradually to an
ultimate rate of 5.7% in 2013, and remains at that level thereafter. The trend
rate is a significant factor in determining the amounts reported. A
one-percentage-point change in these assumed health care cost trend rates would
have the following effects:
One-Percentage-Point
---------------------
Increase Decrease
- ------------------------------------------------------------------------
Postretirement benefit obligation $5,080 $4,242
Service and interest cost components $ 497 $ 406
NOTE 17--REPOSITIONING AND RESTRUCTURING COSTS
During the second quarter of fiscal 2003, we announced further actions
related to our ongoing longer-term strategy to streamline operations and reduce
fixed and variable costs. As part of our capacity rationalization plan for our
Machinery segment that commenced in early 2001, the 130,000-square-foot
Sunnyside facility in Bedford, Pennsylvania, which produced selected scissor
lift models, was temporarily idled and production integrated into our
Shippensburg, Pennsylvania facility. Additionally, reductions in selling,
administrative and product development costs will result from changes in our
global organization and from process consolidations. When these changes and
consolidations are fully implemented, we expect to generate approximately $20
million in annualized savings at a cost of $9.4 million, representing a payback
of approximately six months.
The announced plan contemplates that we will reduce a total of 189 people
globally and transfer 99 production jobs from the Sunnyside facility to the
Shippensburg facility. As a result, pursuant to the plan we anticipate incurring
a pre-tax charge of $5.9 million, consisting of $3.5 million in restructuring
costs associated with personnel reductions and employee relocation and lease and
contract terminations and $2.4 million in charges related to relocating certain
plant assets and start-up costs. In addition, we will spend approximately $3.5
million on capital requirements. Almost all of these expenses will be cash
charges.
As noted above, the continuing streamlining of our operations will result
in $3.5 million in personnel reductions and relocation and lease and contract
terminations and will be recorded as a restructuring cost. In accordance with
new accounting requirements, during the second, third and fourth quarters of
fiscal 2003, we recognized approximately $1.2 million, $1.4 million and $0.1
million, respectively, of the pre-tax restructuring charge, consisting of an
accrual for termination benefit costs and employee relocation costs. In
addition, we incurred $1.0 million of costs related to relocating certain plant
assets and start-up costs, which was recorded as a cost of sales. In addition,
during the third and fourth quarters of fiscal 2003 we spent approximately $0.6
million and $2.0 million, respectively, on capital requirements. We anticipate
recording the remaining restructuring and restructuring-related costs in our
first quarter of fiscal 2004.
41
The following table presents a rollforward of our activity in the
restructuring accrual and our charges related to relocating certain plant assets
and start-up costs associated with the move of the Bedford operations to the
Shippensburg facility and costs related to our process consolidations:
Other Restructuring
Termination Restructuring Related
Benefits Costs Total Charges
- ------------------------------------------------------------------------------------------------------------------
Restructuring charge recorded during second quarter
of fiscal 2003 $ 1,183 $ -- $ 1,183 $ 2,402
Utilization of reserves during the second quarter of
fiscal 2003--cash (114) -- (114) (19)
--------------------------------------------------
Balance at January 31, 2003 1,069 -- 1,069 2,383
Restructuring charge recorded during the third quarter
of fiscal 2003 1,175 258 1,433 --
Utilization of reserves during the third quarter of fiscal
2003--cash (626) (38) (664) (318)
--------------------------------------------------
Balance at April 30, 2003 1,618 220 1,838 2,065
Restructuring charge recorded during the fourth quarter
of fiscal 2003 45 93 138 --
Utilization of reserves during the fourth quarter of
fiscal 2003--cash (1,316) (89) (1,405) (721)
--------------------------------------------------
Balance at July 31, 2003 $ 347 $ 224 $ 571 $ 1,344
==================================================
During fiscal 2002, we announced the closure of our manufacturing facility
in Orrville, Ohio as part of our capacity rationalization plan for our Machinery
segment. Operations at this facility have been integrated into our
McConnellsburg, Pennsylvania facility. As a result, through July 31, 2003, we
have incurred a pre-tax charge of $6.9 million, consisting of $1.2 million for
termination benefits and lease termination costs, a $4.9 million asset
write-down and $0.9 million in charges related to relocating certain plant
assets and start-up costs associated with the move of the Orrville operations to
the McConnellsburg facility.
The following table presents a rollforward of our activity in the
restructuring accrual and our charges related to relocating certain plant assets
and start-up costs associated with the move of the Orrville operations to
McConnellsburg:
Other Restructuring
Termination Impairment Restructuring Related
Benefits of Assets Costs Total Charges
- ---------------------------------------------------------------------------------------------------------------
Total restructuring charge $ 1,120 $ 4,613 $ 358 $ 6,091 $ 1,658
Fiscal 2002 utilization of reserves--cash (135) -- (86) (221) (399)
Fiscal 2002 utilization of reserves--
non-cash -- (4,613) -- (4,613) (225)
----------------------------------------------------------------
Balance at July 31, 2002 985 -- 272 1,257 1,034
Fiscal 2003 utilization of reserves--cash (985) -- (88) (1,073) (228)
----------------------------------------------------------------
Balance at July 31, 2003 $ -- $ -- $ 184 $ 184 $ 806
================================================================
At July 31, 2003 and 2002, we included $5.2 million and $6.0 million,
respectively, in assets held for sale on the Condensed Consolidated Balance
Sheets in other current assets and ceased depreciating these assets during the
third quarter of fiscal 2002.
During the fourth quarter of fiscal 2001, we announced a repositioning
plan that involved a pre-tax charge of $15.8 million. Of the $15.8 million,
approximately $4.9 million was associated with the personnel reductions and
plant closing, $5.3 million reflected current period charges due to idle
facilities associated with the fourth quarter production shutdowns and $3.7
million was for the re-valuation of used equipment inventory. The remaining $1.9
million included costs relating to reorganizing existing distribution
relationships in Europe and the Pacific Rim regions. Cash charges totaled $5.2
million out of the $15.8 million.
42
As part of the $15.8 million, we recorded a restructuring charge of $4.4
million to rationalize manufacturing capacity in our Machinery segment and, of
the remainder, $9.5 million was reflected in cost of sales, $1.0 million was
recorded in selling, administrative and product development expenses, and $0.9
million was reflected in miscellaneous, net. The restructuring charge included
the permanent closure of a manufacturing facility in Bedford, Pennsylvania
resulting in a reduction of approximately 265 people. In addition, aligning our
workforce with then current economic conditions at other facilities worldwide
resulted in a further reduction of approximately 370 people during the fourth
quarter of fiscal 2001 for a total of 635 people. We accrued $3.3 million for
termination costs and a $1.1 million write-down related to the closure of the
facility.
At July 31, 2003 and 2002, we included $1.1 million and $1.3 million,
respectively, in assets held for sale on the Consolidated Balance Sheets in
other current assets and ceased depreciating these assets during the fourth
quarter of fiscal 2001.
NOTE 18--COMMITMENTS AND CONTINGENCIES
We are a party to personal injury and property damage litigation arising
out of incidents involving the use of our products. Our insurance program for
fiscal 2003 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 $100 million in
excess of the retention and primary coverage. We contract with an independent
firm to provide claims handling and adjustment services. Our estimates with
respect to claims are based on internal evaluations of the merits of individual
claims and the reserves assigned by our independent insurance claims adjustment
firm. We frequently review the methods of making such estimates and establishing
the resulting accrued liability, and any resulting adjustments 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 we are aware, we
established accrued liabilities of $19.0 million and $18.8 million at July 31,
2003 and 2002, respectively. These amounts are included in accrued expenses and
provisions for contingencies on our Consolidated Balance Sheets. While our
ultimate liability may exceed or be less than the amounts accrued, we believe
that it is unlikely that we would experience losses that are materially in
excess of such reserve amounts. The provisions for self-insured losses are
included within cost of sales in our Consolidated Statements of Income. As of
July 31, 2003 and 2002, there were $0 and $0.1 million of insurance recoverables
or offset implications, respectively, and no claims by us being contested by
insurers.
At July 31, 2003, we are a party to multiple agreements whereby we
guarantee $98.3 million in indebtedness of others, including the $21.7 million
maximum loss exposure associated with our limited recourse agreements. As of
July 31, 2003, four customers owed approximately 51% of the guaranteed
indebtedness. Under the terms of these and various related agreements and upon
the occurrence of certain events, we generally have the ability, among other
things, to take possession of the underlying collateral and/or make demand for
reimbursement from other parties for any payments made by us under these
agreements. At July 31, 2003, we had $5.8 million reserved related to these
agreements, including a provision for losses of $2.7 million related to our
limited recourse agreements. If the financial condition of our customers were to
deteriorate resulting in an impairment of their ability to make payments,
additional allowances may be required. While we believe it is unlikely that we
would experience losses under these agreements that are materially in excess of
the amounts reserved, we can provide no assurance that the financial condition
of the third parties will not deteriorate resulting in the customer's inability
to meet its obligation and, in the event that occurs, we cannot guarantee that
the collateral underlying the agreement will not result in losses materially in
excess of those reserved.
NOTE 19--BANK CREDIT LINES AND LONG-TERM DEBT
At July 31, 2003, we had a syndicated revolving credit facility with an
aggregate commitment of $150 million with a maturity of December 31, 2003.
Borrowings under the facility bear interest equal to either LIBOR plus a margin
ranging from 0.55% to 2.25%, depending on our ratio of funded debt to EBITDA; or
the greater of prime or federal funds rate plus 0.50%. Loans made under this
facility are secured by a security interest in certain of our inventory,
equipment, and accounts and finance receivables. We are required to pay an
annual administrative fee of $35 thousand and a facility fee ranging from 0.20%
to 0.275%, depending on our ratio of funded debt to EBITDA.
43
We also had a $25 million secured bank revolving line of credit with a
term of one year, renewable annually, and at an interest rate of the greater of
prime or federal funds rate plus 0.50% or a spread over LIBOR. Loans made under
this facility are secured by a security interest in certain of our inventory,
equipment, and accounts and finance receivables. Outstanding amounts under our
revolving line of credit were $0 and $13.9 million at July 31, 2003 and 2002,
respectively.
The credit facilities contain customary affirmative and negative covenants
including financial covenants requiring the maintenance of specified
consolidated interest coverage, leverage ratios and a minimum net worth. On July
8, 2003, we entered into amendments to our $150 million revolving credit
facility to change the administrative agent bank from Wachovia Bank to Sun Trust
Bank, to authorize the OmniQuip transaction and certain debt and liens that
would be incurred thereby, to modify certain financial covenants to give us
greater operating flexibility, and to change the termination date of the
facility from June 18, 2004 to December 31, 2003. Simultaneously, we entered
into parallel amendments to our $25 million overdraft facility.
On September 23, 2003, we entered into a new three-year $175 million
senior secured revolving credit facility that replaces our previous $150 million
revolving credit facility and a pari passu, one-year $15 million cash management
facility to replace our previous $25 million secured bank revolving line of
credit facility. Both facilities are secured by a lien on substantially all of
our assets. Availability of credit requires compliance with financial and other
covenants, including during fiscal 2004 a requirement that we maintain leverage
ratios of Net Funded Debt to EBITDA measured on a rolling four quarters and Net
Funded Senior Debt to EBITDA measured on a rolling four quarters not to exceed
6.00 to 1.00 and 2.00 to 1.00, respectively, a fixed charge coverage ratio of
not less than 1.25 to 1.00, and a Tangible Net Worth of at least $194 million,
plus 50% of Consolidated Net Income on a cumulative basis for each preceding
fiscal quarter, commencing with the quarter ended July 31, 2003. Availability of
credit also will be limited by a borrowing base determined on a monthly basis by
reference to 85% of eligible domestic accounts receivable and percentages
ranging between 25% and 70% of various categories of domestic inventory.
In May 2003, we sold $125 million principal amount of our 8 1/4% senior
notes due 2008. The net proceeds of the offering were used to repay outstanding
debt under our revolving credit facility with the balance to be used for general
corporate purposes. Interest will accrue from May 5, 2003, and we will pay
interest twice a year, beginning November 1, 2003. The notes will be guaranteed
on a senior unsecured basis by all of our existing and any future material
domestic restricted subsidiaries.
In June 2002, we sold $175 million principal amount of our 8 3/8% senior
subordinated notes due 2012. The net proceeds of the offering were used to repay
outstanding debt under our revolving credit facility and to terminate a working
capital facility. Interest on the notes will accrue from June 15, 2002 and we
will pay interest twice a year, beginning December 15, 2002. The notes will be
unconditionally guaranteed on a general unsecured senior subordinated basis by
all of our existing and future material domestic restricted subsidiaries.
Our long-term debt was as follows at July 31:
2003 2002
- -------------------------------------------------------------------------
8 3/8% senior subordinated notes due 2012 $ 175,000 $175,000
8 1/4% senior unsecured notes due 2008 125,000 --
Fair value hedging adjustment (6,353) 914
Other 1,348 1,910
------------------------
294,995 177,824
Less current portion 837 493
------------------------
$ 294,158 $177,331
========================
Interest paid on all borrowings was $15.8 million, $12.7 million and $21.2
million in 2003, 2002 and 2001, respectively. The aggregate amounts of long-term
debt outstanding at July 31, 2003 which will become due in 2004 through 2008
are: $0.8 million, $0.8 million, $0.8 million, $0.8 million and $122.3 million,
respectively.
At July 31, 2003, the fair value of our $175 million 8 3/8% senior
subordinated notes due 2012 and our $125 million 8 1/4% senior unsecured notes
due 2008 was $158.5 million and $126.3 million, respectively, based on quoted
market values. The fair value of our remaining long-term debt at July 31, 2003
and at July 31, 2002 is estimated to approximate the carrying amount reported in
the Consolidated Balance Sheets based on current interest rates for similar
types of borrowings.
44
NOTE 20--LIMITED RECOURSE DEBT
As a result of the sale of finance receivables through limited recourse
monetization transactions during fiscal 2003 and fiscal 2002, we have $164.9
million of limited recourse debt outstanding as of July 31, 2003. The aggregate
amounts of limited recourse debt outstanding at July 31, 2003, which will become
due in 2004 through 2008 are: $45.3 million, $36.3 million, $37.8 million, $27.9
million and $10.4 million, respectively
NOTE 21--COMPREHENSIVE INCOME
SFAS No. 130, "Reporting Comprehensive Income," defines comprehensive
income as non-stockholder changes in equity. Our accumulated other comprehensive
income (loss) consists of the following at July 31:
2003 2002
- --------------------------------------------------------------------------------
Aggregate translation adjustments $(4,689) $(5,965)
Minimum pension liability, net of deferred tax benefit (2,929) (693)
---------------------
$(7,618) $(6,658)
=====================
Translation adjustments are not generally adjusted for income taxes as
they relate to indefinite investments in foreign subsidiaries. The minimum
pension liability adjustment as of July 31, 2003, is net of deferred tax
benefits of $1.6 million.
NOTE 22--CONDENSED CONSOLIDATING FINANCIAL INFORMATION OF GUARANTOR SUBSIDIARIES
Certain of our indebtedness is guaranteed by our significant subsidiaries
(the "guarantor subsidiaries"), but is not guaranteed by our other subsidiaries
(the "non-guarantor subsidiaries"). The guarantor subsidiaries are all wholly
owned, and the guarantees are made on a joint and several basis and are full and
unconditional subject to a standard limitation which provides that the maximum
amount guaranteed by each guarantor will not exceed the maximum amount
guaranteed without making the guarantee void under fraudulent conveyance laws.
Separate financial statements of the guarantor subsidiaries have not been
presented because management believes it would not be material to investors. The
principal elimination entries eliminate investment in subsidiaries, intercompany
balances and transactions and certain other eliminations to properly eliminate
significant transactions in accordance with our accounting policy for the
principles of consolidated and statement presentation. The condensed
consolidating financial information of the Company and its subsidiaries are as
follows:
CONDENSED CONSOLIDATED BALANCE SHEET
As of July 31, 2003
Guarantor Non-Guarantor Other and Consolidated
Parent Subsidiaries Subsidiaries Eliminations Total
- ---------------------------------------------------------------------------------------------------------------------
ASSETS
Accounts receivable--net $ 151,213 $ 40,059 $ 74,977 $ (69) $266,180
Finance receivables--net 5,992 24,956 (1,596) 4,972 34,324
Pledged finance receivables--net -- 160,411 (4) -- 160,407
Inventories 46,302 31,326 39,651 (393) 116,886
Property, plant and equipment--net 24,749 42,234 13,152 (436) 79,699
Equipment held for rental--net 919 16,130 2,602 -- 19,651
Investment in subsidiaries 244,788 -- 4,977 (249,765) --
Other assets 196,186 30,357 34,234 61 260,838
--------------------------------------------------------------------------
$ 670,149 $ 345,473 $ 167,993 $(245,630) $937,985
==========================================================================
LIABILITIES AND SHAREHOLDERS' EQUITY
Accounts payable and accrued expenses $ 118,539 $ 24,497 $ 50,580 $ (19,151) $174,465
Long-term debt, less current portion 294,158 -- -- -- 294,158
Limited recourse debt from finance
receivables monetizations, less
current portion -- 119,661 -- -- 119,661
Other liabilities (250,124) 232,883 95,583 21,862 100,204
--------------------------------------------------------------------------
Total liabilities 162,573 377,041 146,163 2,711 688,488
--------------------------------------------------------------------------
Shareholders' equity 507,576 (31,568) 21,830 (248,341) 249,497
--------------------------------------------------------------------------
$ 670,149 $ 345,473 $ 167,993 $(245,630) $937,985
==========================================================================
45
CONDENSED CONSOLIDATED BALANCE SHEET
As of July 31, 2002
Guarantor Non-Guarantor Other and Consolidated
Parent Subsidiaries Subsidiaries Eliminations Total
- ------------------------------------------------------------------------------------------------------------------
ASSETS
Accounts receivable--net $ 204,161 $ 19,128 $ 37,857 $ (33,424) $227,722
Finance receivables--net -- 73,857 -- (197) 73,660
Pledged finance receivables--net -- 88,056 -- -- 88,056
Inventories 91,649 49,107 25,432 (652) 165,536
Property, plant and equipment--net 31,376 46,874 6,548 (428) 84,370
Equipment held for rental--net 4,263 16,373 488 (145) 20,979
Investment in subsidiaries 248,114 -- 2,659 (250,773) --
Other assets 88,456 15,851 13,809 (198) 117,918
-----------------------------------------------------------------------
$ 668,019 $309,246 $ 86,793 $(285,817) $778,241
=======================================================================
LIABILITIES AND SHAREHOLDERS' EQUITY
Accounts payable and accrued expenses $ 158,046 $ 31,035 $ 44,902 $ (21,357) $212,626
Long-term debt, less current portion 177,309 22 -- -- 177,331
Limited recourse debt from finance
receivables monetizations, less
current portion -- 52,721 -- -- 52,721
Other liabilities (108,932) 221,240 (1,492) (11,295) 99,521
-----------------------------------------------------------------------
Total liabilities 226,423 305,018 43,410 (32,652) 542,199
-----------------------------------------------------------------------
Shareholders' equity 441,596 4,228 43,383 (253,165) 236,042
-----------------------------------------------------------------------
$ 668,019 $309,246 $ 86,793 $(285,817) $778,241
=======================================================================
CONDENSED CONSOLIDATED STATEMENT OF INCOME
For the Year Ended July 31, 2003
Guarantor Non-Guarantor Other and Consolidated
Parent Subsidiaries Subsidiaries Eliminations Total
- -------------------------------------------------------------------------------------------------------------
Revenues $500,989 $ 150,843 $ 114,180 $(6,223) $759,789
Gross profit (loss) 131,514 (11,018) 13,416 3,402 137,314
Other expenses (income) 85,048 22,548 14,883 660 123,139
Net income (loss) $ 46,466 $ (33,566) $ (1,467) $ 2,742 $ 14,175
CONDENSED CONSOLIDATED STATEMENT OF INCOME
For the Year Ended July 31, 2002
Guarantor Non-Guarantor Other and Consolidated
Parent Subsidiaries Subsidiaries Eliminations Total
- -------------------------------------------------------------------------------------------------------------
Revenues $520,349 $ 231,624 $ 101,169 $(83,072) $ 770,070
Gross profit (loss) 125,928 (853) 5,867 1,145 132,087
Other expenses (income) 87,539 139,084 8,374 (1,318) 233,679
Net income (loss) $ 38,389 $(139,937) $ (2,507) $ 2,463 $(101,592)
46
CONDENSED CONSOLIDATED STATEMENT OF INCOME
For the Year Ended July 31, 2001
Guarantor Non-Guarantor Other and Consolidated
Parent Subsidiaries Subsidiaries Eliminations Total
- -------------------------------------------------------------------------------------------------------------
Revenues $703,895 $ 241,441 $ 73,367 $(54,831) $963,872
Gross profit (loss) 194,528 (11,664) 6,005 (75) 188,794
Other expenses (income) 132,496 29,044 (6,965) 13 154,588
Net income (loss) $ 62,032 $ (40,708) $ 12,970 $ (88) $ 34,206
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
For the Year Ended July 31, 2003
Guarantor Non-Guarantor Other and Consolidated
Parent Subsidiaries Subsidiaries Eliminations Total
- -----------------------------------------------------------------------------------------------------------------------------
Cash flow from operating activities $ (1,644) $ (99,572) $ 6,683 $ (629) $ (95,162)
Cash flow from investing activities (6,563) 2,087 (6,814) 2,732 (8,558)
Cash flow from financing activities 110,782 117,056 3,426 (2,792) 228,472
Effect of exchange rate changes on cash 1,673 -- (818) 997 1,852
------------------------------------------------------------------------------
Net change in cash and cash equivalents 104,248 19,571 2,477 308 126,604
Beginning balance 22,949 (19,545) 3,093 (292) 6,205
------------------------------------------------------------------------------
Ending balance $ 127,197 $ 26 $ 5,570 $ 16 $ 132,809
==============================================================================
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
For the Year Ended July 31, 2002
Guarantor Non-Guarantor Other and Consolidated
Parent Subsidiaries Subsidiaries Eliminations Total
- -----------------------------------------------------------------------------------------------------------------------------
Cash flow from operating activities $ 150,568 $(134,013) $ 2,138 $ 4,402 $ 23,095
Cash flow from investing activities (31,138) (3,260) (5,181) 29,697 (9,882)
Cash flow from financing activities (103,573) 119,873 1,609 (33,364) (15,455)
Effect of exchange rate changes on cash 1,058 (431) (109) (1,325) (807)
------------------------------------------------------------------------------
Net change in cash and cash equivalents 16,915 (17,831) (1,543) (590) (3,049)
Beginning balance 6,034 (1,714) 4,636 298 9,254
------------------------------------------------------------------------------
Ending balance $ 22,949 $ (19,545) $ 3,093 $ (292) $ 6,205
==============================================================================
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
For the Year Ended July 31, 2001
Guarantor Non-Guarantor Other and Consolidated
Parent Subsidiaries Subsidiaries Eliminations Total
- ----------------------------------------------------------------------------------------------------------------------------
Cash flow from operating activities $(186,658) $ 6,201 $ 5,364 $ 996 $(174,097)
Cash flow from investing activities (1,189) (12,308) (3,560) (2,009) (19,066)
Cash flow from financing activities 177,347 (3,959) 2,201 1,270 176,859
Effect of exchange rate changes on cash 236 119 (294) 41 102
-----------------------------------------------------------------------------
Net change in cash and cash equivalents (10,264) (9,947) 3,711 298 (16,202)
Beginning balance 16,298 8,233 925 -- 25,456
-----------------------------------------------------------------------------
Ending balance $ 6,034 $ (1,714) $ 4,636 $ 298 $ 9,254
=============================================================================
47
NOTE 23--UNAUDITED QUARTERLY FINANCIAL INFORMATION
Our unaudited financial information was as follows for the fiscal quarters
within the years ended July 31:
Earnings Per
Earnings Per Common Share--
Income Before Common Share Assuming Dilution
Cumulative Effect Before Cumulative Before Cumulative
Gross of Change in Effect of Change in Effect of Change in
Revenues Profit Accounting Principle Accounting Principle Accounting Principle
- --------------------------------------------------------------------------------------------------------------------
2003
October 31 $160,487 $ 29,116 $ 329 $ .01 $ .01
January 31 151,313 26,098 4,226 .10 .10
April 30 205,770 34,645 2,165 .05 .05
July 31 242,219 47,455 7,455 .17 .17
--------------------------------------------------------------------------------------------------
$759,789 $137,314 $ 14,175 $ .33 $ .33
==================================================================================================
2002
October 31 $156,162 $ 30,060 $ 2,366 $ .06 $ .06
January 31 156,352 24,530 1,334 .03 .03
April 30 208,732 34,267 836 .02 .02
July 31 248,824 43,230 8,342 .20 .19
--------------------------------------------------------------------------------------------------
$770,070 $132,087 $ 12,878 $ .31 $ .30
==================================================================================================
Results for the second, third and fourth quarters of 2003 included
restructuring charges of $1.2 million ($0.9 million net of tax), $1.4 million
($1.1 million net of tax) and $0.1 million ($0.1 net of tax), respectively.
Results for the third quarter of 2002 included a restructuring charge of $6.1
million ($4.1 million net of tax). In addition, refer to Note 9 of the Notes to
Consolidated Financial Statements for information related to changes in
accounting estimates.
48
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 considered 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.
/s/ William M. Lasky /s/ James H. Woodward, Jr.
William M. Lasky James H. Woodward, Jr.
Chairman of the Board, President and Executive Vice President
Chief Executive Officer and Chief Financial Officer
September 26, 2003
49
REPORT OF 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, 2003 and 2002, and the related consolidated
statements of income, shareholders' equity, and cash flows for each of the three
years in the period ended July 31, 2003. 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, 2003 and 2002, and the consolidated results of its operations
and its cash flows for each of the three years in the period ended July 31,
2003, in conformity with accounting principles generally accepted in the United
States.
As discussed in Note 6 of the Notes to Consolidated Financial Statements,
the Company adopted Statement No. 142, "Goodwill and Other Intangible Assets,"
as of August 1, 2001.
/s/ Ernst & Young LLP
Baltimore, Maryland
September 12, 2003, except for Note 2 as to which the date is September 23,
2003.
50
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
None.
ITEM 9A. CONTROLS AND PROCEDURES
Disclosure Controls and Procedures
Our Chief Executive Officer and Chief Financial Officer, with
participation of other management, evaluated the effectiveness of our disclosure
controls and procedures (as defined in Exchange Act Rules 13a-14(c) and
15d-14(c) under the Securities Exchange Act of 1934) as of the end of the period
covered by this report. Based on their evaluation, our Chief Executive Officer
and Chief Financial Officer concluded that our disclosure controls and
procedures are, to the best of their knowledge, effective to ensure that
information required to be disclosed by us in reports that we file or submit
under the Exchange Act is recorded, processed, summarized and reported within
the time periods specified in Securities and Exchange Commission rules and
forms.
Internal Controls
We maintain a system of internal controls over financial reporting. There
have been no significant changes in our internal controls during the last
quarter of fiscal 2003 that have materially affected, or are reasonably likely
to materially affect, our internal controls.
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 our 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."
Information regarding audit committee financial experts serving on the
Audit Committee of our Board of Directors appears under the caption "Board of
Directors" in our Proxy Statement and is incorporated herein by reference.
Information regarding delinquent filers appears under the caption "Board
of Directors" in our Proxy Statement and is incorporated herein by reference.
We have adopted a Code of Ethics and Business Conduct that applies to all
Company personnel including our chief executive officer, chief financial officer
and principal accounting officer. A copy of our Code of Ethics and Business
Conduct is posted on our website at www.jlg.com.
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 our 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 in Item 5 of this report
and under the caption "Voting Securities and Principal Holders" in our Proxy
Statement and is incorporated herein by reference.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
None.
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
The information required by this Item 14 relating to principal accountant
fees and services is set forth under the caption "Disclosure of Audit and Other
Fees" in our Proxy Statement and is incorporated herein by reference.
51
PART IV
ITEM 15. 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
2 Purchase and Sale Agreement, dated as of July 7, 2003, by and among TRAK
International, Inc., Textron Inc., JLG Acquisition Corporation, and JLG
Industries, Inc., which appears as Exhibit 2 to the Company's Form S-4
(File No. 333-107468--filed July 30, 2003), is hereby incorporated by
reference.
3.1 Articles of Incorporation of JLG Industries, Inc., which appears as
Exhibit 3 to the Company's Form 10-Q (File No. 1-12123--filed December 13,
1996), is hereby incorporated by reference.
3.2 By-laws of JLG Industries, Inc., which appear as Exhibit 3 to the
Company's Form 10-Q (File No. 1-12123--filed March 4, 2003), is hereby
incorporated by reference.
4.1 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. 1-12123--filed May 31, 2000), is
hereby incorporated by reference.
4.2 Purchase Agreement, dated June 12, 2002, among JLG Industries, Inc., the
Note Guarantors, Wachovia Securities, Inc., Credit Suisse First Boston
Corporation, J.P. Morgan Securities, Inc., Banc One Capital Markets, Inc.,
BMO Nesbitt Burns Corp., BNY Capital Markets, Inc., and Credit Lyonnais
Securities (USA) Inc., which appears as Exhibit 1 to the Company's Form
S-4 (File No. 333-99217--filed September 6, 2002), is hereby incorporated
by reference.
4.3 Indenture dated June 17, 2002, by and among JLG Industries, Inc., the Note
Guarantors, and The Bank of New York, as Trustee, which appears as Exhibit
4.1 to the Company's Form S-4 (File No. 333-99217--filed September 6,
2002), is hereby incorporated by reference.
4.4 Registration Rights Agreement, dated June 17, 2002, by and among JLG
Industries, Inc., the Note Guarantors, and Wachovia Securities, Inc.,
Credit Suisse First Boston Corporation, J.P. Morgan Securities Inc., Banc
One Capital Markets, Inc., BMO Nesbitt Burns Corp., BNY Capital Markets,
Inc., and Credit Lyonnais Securities (USA) Inc., which appears as Exhibit
4.2 to the Company's Form S-4 (File No. 333-99217--filed September 6,
2002), is hereby incorporated by reference.
4.5 Purchase Agreement, dated April 30, 2003, among JLG Industries, Inc., the
Note Guarantors (as defined therein), the Initial Purchasers (as defined
therein) and The Bank of New York, as Trustee, which appears as Exhibit 1
to the Company's Form S-4 (File No. 333-107468--filed July 30, 2003), is
hereby incorporated by reference.
4.6 Indenture dated as of May 5, 2003, by and among JLG Industries, Inc., the
Note Guarantors party thereto, and The Bank of New York, as Trustee, which
appears as Exhibit 4 to the Company's Form 10-Q (File No. 1-12123--filed
May 29, 2003), is hereby incorporated by reference.
4.7 Registration Rights Agreement, dated May 5, 2003, by and among JLG
Industries, Inc., the Note Guarantors, and Credit Suisse First Boston LLC,
Deutsche Bank Securities, Inc., Banc One Capital Markets, Inc., BMO
Nesbitt Burns Corp., Credit Lyonnais Securities (USA) Inc., NatCity
Investments, Inc., and SunTrust Capital Markets, Inc., as Initial
Purchasers, which appears as Exhibit 4.2 to the Company's Form S-4 (File
No. 333-107468--filed July 30, 2003), is hereby incorporated by reference.
52
10.1 Amended and Restated Credit Agreement, dated June 17, 2002, by and among,
JLG Industries, Inc., Fulton International, Inc., JLG Equipment Services,
Inc., JLG Manufacturing, LLC, Gradall Industries, Inc., The Gradall
Company, The Gradall Orrville Company, Access Financial Solutions, Inc. as
Borrowers, the Lenders (as defined therein), Wachovia Bank, National
Association, as Administrative Agent and Documentation Agent, and Bank
One, Michigan, as Syndication Agent, which appears as Exhibit 10.1 to the
Company's Form S-4 (File No. 333-99217--filed September 6, 2002), is
hereby incorporated by reference.
10.2 Amendment number one to the Amended and Restated Credit Agreement, dated
August 30, 2002, by and among, JLG Industries, Inc., JLG Equipment
Services, Inc., JLG Manufacturing, LLC, Fulton International, Inc.,
Gradall Industries, Inc., The Gradall Company, Access Financial Solutions,
Inc. as Borrowers, the Lenders (as defined therein), Wachovia Bank,
National Association, as Administrative Agent and Documentation Agent, and
Bank One, Michigan, as Syndication Agent, which appears as Exhibit 10.2 to
the Company's Form S-4 (File No. 333-99217--filed September 6, 2002), is
hereby incorporated by reference.
10.3 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 Form 10-K (File No. 1-12123 --filed October 13, 1998), is hereby
incorporated by reference.
10.4 JLG Industries, Inc. Stock Incentive Plan amended and restated as of
September 12, 2001, which appears as Exhibit 10.2 to the Company's Form
10-K (File No. 1-12123--filed October 9, 2001), is hereby incorporated by
reference.
10.5 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. 1-12123--filed October 13, 1998), is hereby incorporated by
reference.
10.6 JLG Industries, Inc. Supplemental Executive Retirement
Plan effective September 6, 2000, which appears as Exhibit 10.1 to the
Company's Form 10-Q (File No. 1-12123--filed June 14, 2001), is hereby
incorporated by reference.
10.7 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. 1-12123--filed October 17, 1996), is hereby incorporated by
reference.
10.8 JLG Industries, Inc. Executive Severance Plan effective February 16, 2000,
which appears as Exhibit 10.1 to the Company's Form 10-Q (File No.
1-12123--filed June 5, 2000), is hereby incorporated by reference.
10.9 The Gradall Company Amended and Restated Supplemental Executive Retirement
Plan effective March 1, 1988, which appears as Exhibit 10.11 to the
Company's Form 10-K (File No. 1-12123--filed October 12, 1999), is hereby
incorporated by reference.
10.10 The Gradall Company Benefit Restoration Plan, which appears as Exhibit
10.12 to the Company's Form 10-K (File No. 1-12123--filed October 12,
1999), is hereby incorporated by reference.
10.11 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. 1-12123--filed December 14, 1999), is hereby incorporated
by reference.
10.12 Employment Agreement dated July 18, 2000 between JLG Industries, Inc. and
James H. Woodward, Jr., which appears as Exhibit 10.14 to the Company's
Form 10-K (File No. 1-12123 --filed October 6, 2000), is hereby
incorporated by reference.
10.13 JLG Industries, Inc. Executive Deferred Compensation Plan amended and
restated as of January 1, 2002, which appears as Exhibit 10.1 to the
Company's Form 10-Q (File No. 1-12123 --filed March 15, 2002), is hereby
incorporated by reference.
10.14 Amendment number two and waiver under Amended and Restated Credit
Agreement, dated February 21, 2003, by and among, JLG Industries, Inc.,
JLG Equipment Services, Inc., JLG Manufacturing, LLC, Fulton
International, Inc., Gradall Industries, Inc., The Gradall Company, Access
Financial Solutions, Inc., JLG Europe BV, JLG Manufacturing Europe BVBA as
Borrowers, the Lenders (as defined therein), Wachovia Bank, National
Association, as Administrative Agent and Documentation Agent, and Bank
One, Michigan, as Syndication Agent, which appears as Exhibit 10 to the
Company's Form 10-Q (File No. 1-12123--filed March 4, 2003), is hereby
incorporated by reference.
53
10.15 Amendment number three under Amended and Restated Credit Agreement, dated
April 28, 2003, by and among, JLG Industries, Inc., JLG Equipment
Services, Inc., JLG Manufacturing, LLC, Fulton International, Inc.,
Gradall Industries, Inc., The Gradall Company, Access Financial Solutions,
Inc., JLG Europe BV, JLG Manufacturing Europe BVBA as Borrowers, the
Lenders (as defined therein), Wachovia Bank, National Association, as
Administrative Agent and Documentation Agent, and Bank One, Michigan, as
Syndication Agent, which appears as Exhibit 10 to the Company's Form 10-Q
(File No. 1-12123--filed May 29, 2003), is hereby incorporated by
reference.
10.16 Amendment number four and waiver under Amended and Restated Credit
Agreement, dated July 8, 2003, by and among, JLG Industries, Inc., JLG
Equipment Services, Inc., JLG Manufacturing, LLC, Fulton International,
Inc., Gradall Industries, Inc., The Gradall Company, Access Financial
Solutions, Inc., JLG Europe BV, JLG Manufacturing Europe BVBA as
Borrowers, the Lenders (as defined herein), Wachovia Bank, National
Association, as Administrative Agent and Documentation Agent, and Bank
One, Michigan, as Syndication Agent, which appears as Exhibit 10 to the
Company's Form S-4 (File No. 333-107468--filed July 30, 2003), is hereby
incorporated by reference.
10.17 Revolving Credit Agreement dated September 23, 2003 between JLG
Industries, Inc., the several banks and other financial institutions and
lenders from time to time party hereto, the Lenders, SunTrust Bank, as
Administrative Agent, Manufacturers and Traders Trust Company, as
Syndication Agent, and Standard Federal Bank N.A., as Documentation Agent.
12 Statement Regarding Computation of Ratios
21 Subsidiaries of the Registrant, which appears as Exhibit 21 to the
Company's Form S-4/A (File No. 333-107468--filed August 8, 2003), is
hereby incorporated by reference.
23 Consent of Independent Auditors
31.1 Section 302 Certification of Chief Executive Officer
31.2 Section 302 Certification of Chief Financial Officer
32.1 Section 906 Certification of Chief Executive Officer
32.2 Section 906 Certification of Chief Financial Officer
99 Cautionary Statements Pursuant to the Securities Litigation Reform Act of
1995
(b) Reports on Form 8-K
We filed a Current Report on Form 8-K on May 5, 2003, which included our
Press Release dated May 5, 2003. The items reported on such Form 8-K were Item
5. (Other Events and Regulation FD Disclosure) and Item 7. (Financial
Statements, Pro Forma Financial Statements and Exhibits). We furnished a Current
Report on Form 8-K on May 27, 2003, which included our Press Release dated May
27, 2003. The items reported on such Form 8-K were Item 7. (Financial
Statements, Pro Forma Financial Statements and Exhibits) and Item 9. (Regulation
FD Disclosure). We filed a Current Report on Form 8-K on July 8, 2003, which
included our Press Release dated July 8, 2003. The items reported on such Form
8-K were Item 5. (Other Events and Regulation FD Disclosure) and Item 7.
(Financial Statements, Pro Forma Financial Statements and Exhibits).
54
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 October 6, 2003.
JLG INDUSTRIES, INC.
(Registrant)
/s/ William M. Lasky
----------------------------------------------
William M. Lasky, 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 October 6, 2003.
/s/ James H. Woodward, Jr.
- ------------------------------------------------
James H. Woodward, Jr., Executive Vice President
and Chief Financial Officer
/s/ John W. Cook
- ------------------------------------------------
John W. Cook, Chief Accounting Officer
/s/ Roy V. Armes
- ------------------------------------------------
Roy V. Armes, Director
/s/ George R. Kempton
- ------------------------------------------------
George R. Kempton, Director
/s/ James A. Mezera
- ------------------------------------------------
James A. Mezera, Director
/s/ Stephen Rabinowitz
- ------------------------------------------------
Stephen Rabinowitz, Director
/s/ Raymond C. Stark
- ------------------------------------------------
Raymond C. Stark, Director
/s/ Charles O. Wood, III
- ------------------------------------------------
Charles O. Wood, III, Director
55