-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, RgAmkFBfCMUyO28obHLsSsm1zFcgDBimd/wnqQP2iURpaZs4bpOVh4DlLSJb8q4o wzRyDaeK4W6+SUYc7klQkQ== 0000950137-03-003612.txt : 20030630 0000950137-03-003612.hdr.sgml : 20030630 20030630141102 ACCESSION NUMBER: 0000950137-03-003612 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20030623 ITEM INFORMATION: Financial statements and exhibits ITEM INFORMATION: Regulation FD Disclosure FILED AS OF DATE: 20030630 FILER: COMPANY DATA: COMPANY CONFORMED NAME: LINDSAY MANUFACTURING CO CENTRAL INDEX KEY: 0000836157 STANDARD INDUSTRIAL CLASSIFICATION: FARM MACHINERY & EQUIPMENT [3523] IRS NUMBER: 470554096 STATE OF INCORPORATION: DE FISCAL YEAR END: 0831 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-13419 FILM NUMBER: 03763680 BUSINESS ADDRESS: STREET 1: 2707 NORTH 108TH STREET STE 102 CITY: OMAHA STATE: NE ZIP: 68644 BUSINESS PHONE: 4024282131 MAIL ADDRESS: STREET 1: 2707 NORTH 108TH STREET STE 102 CITY: OMAHA STATE: NE ZIP: 68644 8-K 1 c78012e8vk.txt CURRENT REPORT DATED JUNE 23, 2003 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 23, 2003 LINDSAY MANUFACTURING CO. ------------------------- (Exact name of registrant as specified in its charter) Delaware 1-13419 47-0554096 - -------------- ----------- ------------ (State of (Commission (IRS Employer Incorporation) File Number) Identification Number) 2707 North 108th Street, Suite 102 Omaha, Nebraska 68164 ---------------------------------- ---------- (Address of principal executive offices) (Zip Code) (402) 428-2131 --------------------------------------- (Registrant's telephone number, including area code) Not applicable -------------- (Former name or former address, if changed since last report) ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS. 99.1 Press Release, issued June 23, 2003, announcing the Company's results of operations for the quarter and nine months ended May 31, 2003 ITEM 9. REGULATION FD DISCLOSURE. The information contained in this Item 9 of this Current Report is being furnished pursuant to "Item 12. Results of Operations and Financial Condition" of Form 8-K in accordance with SEC Release 33-8216; 34-47583. The information in this Current Report (including the exhibit) shall not be deemed to be "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that Section. The information in this Current Report shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended. Reference is made to the press release of Registrant, issued on June 23, 2003, which is incorporated herein by reference. A copy of the press release is furnished herewith as Exhibit 99.1. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. LINDSAY MANUFACTURING CO. Dated: June 30, 2003 By /s/ Bruce C. Karsk ---------------------------------------- Bruce C. Karsk, Executive Vice President and Chief Financial Officer 2 EX-99.1 3 c78012exv99w1.txt PRESS RELEASE ISSUED, JUNE 23, 2003 EXHIBIT 99.1 AT THE COMPANY: AT FRB/WEBER SHANDWICK: Bruce C. Karsk Marilyn Windsor Diane Hettwer Tim Grace Executive VP and CFO General Inquiries Analyst Inquiries Media Inquiries 402-829-6803 702-515-1260 312-640-6760 312-640-6667 FOR IMMEDIATE RELEASE MONDAY, JUNE 23, 2003 LINDSAY MANUFACTURING CO. REPORTS FISCAL 2003 THIRD-QUARTER, NINE-MONTH RESULTS OMAHA, NEB., JUNE 23, 2003--LINDSAY MANUFACTURING CO. (NYSE: LNN), a leading manufacturer of center pivot, lateral move, and hose reel irrigation systems, today reported third-quarter revenues of $48.8 million compared with $44.1 million for the third quarter last year. Net earnings for the quarter were $0.41 per diluted share compared with $0.40 per diluted share for the year-ago period. THIRD-QUARTER RESULTS Irrigation equipment revenues for the quarter were $45.8 million, a 10 percent increase from $41.5 million during the third quarter of the prior year. Diversified products revenues rose to $3.0 million from $2.6 million in the year-ago period and $2.8 million in the previous quarter. "I am pleased to report that we saw continued revenue growth from our core irrigation equipment business and an upturn in our diversified products revenues for the quarter," commented Rick Parod, president and chief executive officer. "Our expanded product line generated revenue growth in the domestic irrigation equipment market. We also experienced growth in international irrigation equipment revenues. The offshore operations that we have added over the past few years yielded new revenues that more than offset a decline in revenues from exports to the Middle East during the quarter. The 14 percent growth in our outsourced manufacturing revenues reflects the benefits from changes made in the diversified products business at the beginning of the year." Gross profit rose to $12.5 million from $11.6 million in the prior-year third quarter, while gross margin was 25.6 percent compared with 26.2 percent in the third quarter last year and 25.5 percent in this year's second quarter. Operating expenses for the quarter were greater than the prior year's third quarter and were in line with the company's expectations as the increase related primarily to investments in growth initiatives, both in domestic and international markets. Third-quarter operating income of $6.4 million was unchanged from the third quarter last year. Net earnings grew 2 percent to $4.8 million, or $0.41 per diluted share, compared with $4.7 million, or $0.40 per diluted share, for the third quarter last year. Lindsay's order backlog at May 31, 2003, was $12.2 million compared with $12.6 million at May 31, 2002. NINE-MONTH RESULTS Total revenues for the nine months ended May 31, 2003, were $130.4 million, a 15 percent increase from $113.3 million for the prior year's nine-month period. Irrigation equipment revenues of $121.8 million were 18 percent greater than a year ago, while diversified products revenues were $8.6 million or 14 percent less than the previous year. Excluding new revenues from acquisitions and start-ups, organic revenue growth was 6 percent for the nine-month period. Net earnings grew 30 percent to $12.7 million, or $1.06 per diluted share, from $9.8 million, or $0.82 per diluted share, for the first nine months of fiscal 2002. The 2003 nine-month net earnings includes other income of $1.8 million, or $0.15 per share, to recognize the cash value of certain life insurance policies. Excluding this item, nine-month net earnings rose 11 percent to $10.9 million, or $0.91 per diluted share. During the first quarter of fiscal 2003, Lindsay recorded both other income and other non-current assets of $1.7 million to reflect the cumulative cash value of four life insurance policies that the Company maintains on current and former executive officers. These policies were established in 1993 to insure the potential liability under the supplemental retirement plan for these executives. Lindsay is the sole named beneficiary and owner of these policies, which are held in trust. The $1.7 million of cumulative surrender value at November 30, 2002, was generated largely through annual premium payments made from calendar years 1993 through 2000. The Company expensed the premiums as incurred and had not previously recorded the increases in the cash surrender value of the policies. Because the income recorded for the cash surrender value of these policies is non-taxable income, Lindsay's effective tax rate for the nine months was reduced from 31.0 percent of pretax income to 27.8 percent of pretax income. The change in the cash surrender value of these life insurance policies was equal to $0.01 to $0.02 per share per year for fiscal years 1994 through 2002, and, therefore, was not material to Lindsay's net earnings for any of these previous years. The Company now records the increase in the cash surrender value of these life insurance policies to other income on a current basis. The Company anticipates that future increases in the cash surrender value of these policies will not be material, and that the increases in value will contribute approximately $0.01 per share per year to net earnings. Shareholders' equity at May 31, 2003, was $103.5 million, or $8.82 per outstanding common share, compared with $90.2 million, or $7.71 per outstanding common share, at May 31, 2002. Cash and marketable securities at May 31, 2003, were $54.2 million compared with $50.9 million at May 31, 2002. Year-to-date operating cash flow was approximately $6.0 million compared with $10.2 million for last year's nine-month period. FISCAL 2003 OUTLOOK Commenting on the outlook for the balance of the year, Parod stated, "The outlook remains positive for Lindsay. We expect continued growth and expansion in our international operations, and we will continue to add to our product offerings to drive future revenue growth. In the United States, industry dynamics continue to be favorable. Key agricultural commodity prices are approximately 20 percent greater than year-ago levels, export demand for farm products is increasing, net farm income is up significantly, farmland values continue to strengthen, and financing rates for irrigation equipment purchases remain at low levels. On both the domestic and international fronts, there is increasing pressure on farmers to conserve water, energy and labor, which will continue to drive the long-term demand for our products. Based on these factors, we continue to believe that we will achieve revenue and earnings growth for the fourth quarter and for our fiscal year." THIRD-QUARTER CONFERENCE CALL Lindsay's fiscal 2003 third-quarter investor conference call is scheduled for 11 a.m. EDT today. This call will be simulcast and available over the Internet via the web site www.vcall.com. The webcast will be available for replay for a period of 30 days. ABOUT THE COMPANY Lindsay manufactures and markets Zimmatic, Greenfield, and Perrot center pivot, lateral move and hose reel irrigation systems and GrowSmart controls, all of which are used by farmers to increase or stabilize crop production while conserving water, energy, and labor. The Company also produces large diameter steel tubing and provides outsourced manufacturing and production services for other companies. At May 31, 2003, Lindsay had approximately 11.7 million shares outstanding, which are traded on the New York Stock Exchange under the symbol LNN. CONCERNING FORWARD-LOOKING STATEMENTS This release contains forward-looking statements that are subject to risks and uncertainties and which reflect management's current beliefs and estimates of future economic circumstances, industry conditions, Company performance and financial results. Forward-looking statements include the information concerning possible or assumed future results of operations of the Company and those statements preceded by, followed by or including the words "expectation," "outlook," "could," "may," "should," or similar expressions. For these statements, we claim the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995. FOR MORE INFORMATION REGARDING LINDSAY MANUFACTURING CO., SEE LINDSAY'S WEBSITE AT www.lindsaymanufacturing.com -- Financial Tables Follow -- LINDSAY MANUFACTURING CO. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS FOR THE THREE MONTHS AND NINE MONTHS ENDED MAY 31, 2003 AND 2002
(UNAUDITED) (UNAUDITED) THREE MONTHS ENDED NINE MONTHS ENDED ------------------ -------------------- MAY MAY MAY MAY (IN THOUSANDS, EXCEPT PER SHARE AMOUNTS) 2003 2002 2003 2002 - ---------------------------------------- ---- ---- ---- ---- Operating revenues $ 48,833 $ 44,133 $130,422 $113,346 Cost of operating revenues 36,334 32,580 98,650 86,101 -------- -------- -------- -------- Gross profit 12,499 11,553 31,772 27,245 -------- -------- -------- -------- Operating expenses: Selling expense 2,662 2,260 7,761 6,419 General and administrative expense 2,737 2,259 8,008 6,335 Engineering and research expense 675 595 1,907 1,681 Total operating expenses 6,074 5,114 17,676 14,435 Operating income 6,425 6,439 14,096 12,810 Interest income, net 350 376 1,163 1,169 Other income, net 246 17 2,275 172 Earnings before income taxes 7,021 6,832 17,534 14,151 Income tax provision 2,199 2,118 4,876 4,387 -------- -------- -------- -------- Net earnings $ 4,822 $ 4,714 $ 12,658 $ 9,764 ======== ======== ======== ======== Basic net earnings per share $ 0.41 $ 0.40 $ 1.08 $ 0.84 ======== ======== ======== ======== Diluted net earnings per share $ 0.41 $ 0.40 $ 1.06 $ 0.82 ======== ======== ======== ======== Average shares outstanding 11,734 11,704 11,727 11,663 Diluted effect of stock options 144 210 173 180 -------- -------- -------- -------- Average shares outstanding assuming dilution 11,878 11,914 11,900 11,843 ======== ======== ======== ======== Cash dividends per share $ 0.035 $ 0.035 $ 0.105 $ 0.105 ======== ======== ======== ========
LINDSAY MANUFACTURING CO. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS MAY 31, 2003 AND 2002 AND AUGUST 31, 2002
(UNAUDITED) (UNAUDITED) MAY MAY AUGUST ($ IN THOUSANDS, EXCEPT PAR VALUES) 2003 2002 2002 - ----------------------------------- ---- ---- ---- ASSETS Current Assets: Cash and cash equivalents $ 12,970 $ 15,232 $ 12,425 Marketable securities 9,288 8,915 13,289 Receivables, net 29,303 26,697 23,729 Inventories, net 18,178 16,820 15,583 Deferred income taxes 2,369 2,088 2,573 Other current assets 953 603 782 --------- --------- --------- Total current assets 73,061 70,355 68,381 Long-term marketable securities 31,943 26,768 25,419 Property, plant and equipment, net 13,956 14,883 14,512 Other noncurrent assets 7,190 5,101 4,715 --------- --------- --------- Total assets $ 126,150 $ 117,107 $ 113,027 ========= ========= ========= LIABILITIES AND SHAREHOLDERS' EQUITY Current Liabilities: Accounts payable $ 6,173 $ 8,721 $ 6,068 Other current liabilities 14,327 16,296 13,984 --------- --------- --------- Total current liabilities 20,500 25,017 20,052 Noncurrent liabilities 2,120 1,867 2,311 --------- --------- --------- Total liabilities 22,620 26,884 22,363 --------- --------- --------- Commitments and Contingencies Shareholders' equity: Preferred stock, ($1 par value, 2,000,000 shares authorized, no shares issued and outstanding) - - - Common stock, ($1 par value, 25,000,000 shares authorized, 17,458,052, 17,430,348 and 17,430,348 shares issued in May 2003 and 2002 and August 2002) 17,458 17,431 17,430 Capital in excess of stated value 2,467 2,203 2,472 Retained earnings 173,000 161,147 161,574 Less treasury stock, (at cost, 5,724,069 shares) (89,898) (89,898) (89,898) Accumulated other comprehensive gain (loss) 503 (660) (914) --------- --------- --------- Total shareholders' equity 103,530 90,223 90,664 --------- --------- --------- Total liabilities and shareholders' equity $ 126,150 $ 117,107 $ 113,027 ========= ========= =========
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