-----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, UOJ99HBWM4PKWwpUX+d+m6DUwliX5unLL6H3jfW/oypvbM6LRkXXYu4WTcJNk9zV +LSHH8uFLeD1BDMAUqWJ0g== 0000950137-04-002133.txt : 20040324 0000950137-04-002133.hdr.sgml : 20040324 20040324111558 ACCESSION NUMBER: 0000950137-04-002133 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20040323 ITEM INFORMATION: ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20040324 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: 04686437 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 c83995e8vk.txt CURRENT REPORT 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): March 23, 2004 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, dated March 23, 2004, issued by the Company. ITEM 12. RESULTS OF OPERATIONS AND FINANCIAL CONDITION. On March 23, 2004, the Company issued a press release announcing the Company's results of operations for the second fiscal quarter and six-months ended February 29, 2004. A copy of the press release is furnished herewith as Exhibit 99.1. The information contained in this Current Report, including the exhibit referenced in Item 7 above, is being "furnished" pursuant to "Item 12. Results of Operations and Financial Condition" of Form 8-K and, as such, 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, except as shall be expressly set forth by specific reference in such filing. 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: March 23, 2004 By /s/ Bruce C. Karsk ---------------------------------------- Bruce C. Karsk, Executive Vice President and Chief Financial Officer EX-99.1 3 c83995exv99w1.txt PRESS RELEASE EXHIBIT 99.1 AT THE COMPANY: AT FINANCIAL RELATIONS BOARD: 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 TUESDAY, MARCH 23, 2004 LINDSAY MANUFACTURING CO. REPORTS FISCAL 2004 SECOND- QUARTER, SIX-MONTH RESULTS; UPDATES OUTLOOK OMAHA, NEB., MARCH 23, 2004--LINDSAY MANUFACTURING CO. (NYSE: LNN), a leading manufacturer of center pivot, lateral move, and hose reel irrigation systems, today announced results for its fiscal second quarter ended February 29, 2004. Revenues grew 7 percent from the same period a year ago, and earnings per diluted share were $0.29 compared with $0.42 in the year-ago period, as rapid increases in steels costs led to lower gross margin. The company also reported a 58% increase in its order backlog over the year-ago period. SECOND-QUARTER RESULTS Second-quarter fiscal 2004 total revenues were $51.5 million, up 7 percent from $48.1 million for the prior-year period. Irrigation equipment revenues were up 8 percent to $48.7 million as domestic irrigation revenues increased 3 percent while international revenues, including exports, grew 24 percent. Diversified products revenues were unchanged from the fiscal 2003 second quarter, but rose 8 percent sequentially. "U.S. farmers are enjoying good profitability, worldwide agricultural commodity prices are strong, and awareness of the need to make efficient use of existing water resources is growing. These factors are driving continued strong order flow from both domestic and international customers, even with pivot price increases due to escalating steel costs," said Rick Parod, president and chief executive officer. "Additionally, we are pleased to see the sequential upturn in diversified products. We have been working diligently to bring in new business from various industrial sectors and this quarter, we won a new project for a division of a Fortune 500 company." Gross profit was $11.6 million compared with $12.3 million and gross margin decreased to 22.6 percent from 25.5 percent year-over-year, reflecting the significant increases in steel costs. Operating expenses increased, as planned, primarily reflecting increases in domestic and international irrigation sales personnel costs, general corporate and group health insurance costs, and incremental legal and professional fees required to support Sarbanes-Oxley initiatives. Operating income of $4.8 million compared with $6.5 million during the same period last year. Net earnings were $3.5 million, or $0.29 per diluted share, compared with $5.0 million, or $0.42 per diluted share, in last year's second quarter. Commenting on the margins, Parod said, "While we instituted a 3 percent price increase on orders received on or after December 1 and another 3 percent increase as of February 1, steel costs have continued to rise with unprecedented speed, and we have not been able to pass on the increased costs quickly enough to maintain our margins. As of March 1, we have instituted a steel surcharge on all orders." Lindsay's order backlog at February 29, 2004, improved significantly to $32.3 million compared with $21.9 million at August 31, 2003 and $20.4 million at February 28, 2003. SIX-MONTH RESULTS Total revenues for the six months were $88.0 million, an 8 percent increase from $81.6 million for the prior year's six-month period. Irrigation equipment revenues of $82.7 million grew 9 percent from a year ago, while diversified products revenues were $5.3 million, or 5 percent less than the previous year. Net earnings were $4.6 million, or $0.38 per diluted share, compared with $6.1 million, or $0.52 per diluted share, for the first six months of fiscal 2003. Shareholders' equity at February 29, 2004, was $108.3 million, or $9.21 per outstanding common share, compared with $98.0 million, or $8.35 per outstanding common share, at February 28, 2003. Cash and marketable securities at February 29, 2004 were $50.3 million compared with $41.2 million at February 28, 2003. OUTLOOK UPDATE Lindsay continues to expect that revenues will grow approximately 8 to 10 percent for fiscal 2004. "On the domestic front, we are still seeing strong commodity prices and good farmer profitability, which are driving demand for our products. International commodity prices, especially for soybeans, are also strong, and our overseas operations will benefit from these factors. We have just completed the move into our new facility in Brazil, which will more than double our capacity there," Parod said. "However, given the unprecedented and continued increases in steel costs, we no longer expect growth in earnings and earnings per share in fiscal 2004. Earnings are now projected to be between the levels achieved in fiscal 2002 and fiscal 2003," he added. Parod continued, "We are also taking action to more tightly control operating expenses at each of our operating units and we expect to see operating expense leverage during the full fiscal 2004 year. We are making progress toward our goal of leveraging our international operations by increasing volume and improving efficiencies to bring their margins up near the levels earned in the domestic market. "We have the strong cash flow and financial flexibility to create shareholder value by pursuing a balance of strategic acquisitions and organic growth to support our mission to be the worldwide leader in providing intelligent water and plant nutrient management systems that improve productivity and result in efficient utilization of natural resources," Parod said. Under Lindsay's share repurchase plan, management has an existing authorization to purchase up to 1.3 million shares of the company's stock, depending on market conditions and other considerations. SECOND-QUARTER CONFERENCE CALL Lindsay's second-quarter fiscal 2004 investor conference call is scheduled for 11 a.m. ET 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. Lindsay will have a slide presentation available to augment management's formal presentation, which will be accessible via the company's website at www.lindsaymanufacturing.com. 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 February 29, 2004, Lindsay had approximately 11.8 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 AND SIX MONTHS ENDED FEBRUARY 29, 2004 AND FEBRUARY 28, 2003
(UNAUDITED) (UNAUDITED) THREE MONTHS ENDED SIX MONTHS ENDED ---------------------------- ---------------------------- FEBRUARY FEBRUARY FEBRUARY FEBRUARY (IN THOUSANDS, EXCEPT PER SHARE AMOUNTS) 2004 2003 2004 2003 ------------ ------------ ------------ ------------ Operating revenues $ 51,475 $ 48,127 $ 87,988 $ 81,589 Cost of operating revenues 39,865 35,865 69,024 62,316 ------------ ------------ ------------ ------------ Gross profit 11,610 12,262 18,964 19,273 ------------ ------------ ------------ ------------ Operating expenses: Selling expense 2,891 2,459 5,758 5,099 General and administrative expense 3,279 2,693 6,272 5,271 Engineering and research expense 676 634 1,436 1,232 ------------ ------------ ------------ ------------ Total operating expenses 6,846 5,786 13,466 11,602 ------------ ------------ ------------ ------------ Operating income 4,764 6,476 5,498 7,671 Interest income, net 361 390 785 813 Other income, net 41 242 490 338 ------------ ------------ ------------ ------------ Earnings before income taxes 5,166 7,108 6,773 8,822 Income tax provision 1,663 2,156 2,177 2,677 ------------ ------------ ------------ ------------ Net earnings $ 3,503 $ 4,952 $ 4,596 $ 6,145 ============ ============ ============ ============ Basic net earnings per share $ 0.30 $ 0.42 $ 0.39 $ 0.52 ============ ============ ============ ============ Diluted net earnings per share $ 0.29 $ 0.42 $ 0.38 $ 0.52 ============ ============ ============ ============ Average shares outstanding 11,756 11,733 11,749 11,723 Diluted effect of stock options 210 158 217 188 ------------ ------------ ------------ ------------ Average shares outstanding assuming dilution 11,966 11,891 11,966 11,911 ============ ============ ============ ============ Cash dividends per share $ 0.050 $ 0.035 $ 0.100 $ 0.070 ============ ============ ============ ============
LINDSAY MANUFACTURING CO. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS FEBRUARY 29, 2004, FEBRUARY 28, 2003 AND AUGUST 31, 2003
(UNAUDITED) (UNAUDITED) FEBRUARY FEBRUARY AUGUST ($ IN THOUSANDS, EXCEPT PAR VALUES) 2004 2003 2003 ------------ ------------ ------------ ASSETS Current Assets: Cash and cash equivalents $ 1,724 $ 5,431 $ 15,368 Marketable securities 11,733 7,971 8,770 Receivables, net 39,761 36,657 22,970 Inventories, net 24,829 24,315 20,019 Deferred income taxes 2,496 1,212 2,301 Other current assets 1,932 944 1,010 ------------ ------------ ------------ Total current assets 82,475 76,530 70,438 Long-term marketable securities 36,813 27,813 38,674 Property, plant and equipment, net 14,348 14,270 13,889 Other noncurrent assets 8,296 8,319 8,219 ------------ ------------ ------------ Total assets $ 141,932 $ 126,932 $ 131,220 ============ ============ ============ LIABILITIES AND SHAREHOLDERS' EQUITY Current Liabilities: Accounts payable $ 12,863 $ 12,900 $ 8,228 Other current liabilities 18,251 13,946 16,053 ------------ ------------ ------------ Total current liabilities 31,114 26,846 24,281 Pension benefits liabilities 2,315 1,688 2,315 Noncurrent liabilities 163 426 333 ------------ ------------ ------------ Total liabilities 33,592 28,960 26,929 ------------ ------------ ------------ 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, 17,481,879, 17,458,052 and 17,459,561 shares issued in February 2004 and 2003, and August 2003) 17,482 17,458 17,460 Capital in excess of stated value 2,620 2,467 2,484 Retained earnings 177,754 168,589 174,333 Less treasury stock, (at cost, 5,724,069 shares) (89,898) (89,898) (89,898) Accumulated other comprehensive gain (loss) 382 (644) (88) ------------ ------------ ------------ Total shareholders' equity 108,340 97,972 104,291 ------------ ------------ ------------ Total liabilities and shareholders' equity $ 141,932 $ 126,932 $ 131,220 ============ ============ ============
LINDSAY MANUFACTURING CO. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE SIX MONTHS ENDED FEBRUARY 29, 2004 AND FEBRUARY 28, 2003 (UNAUDITED)
FEBRUARY FEBRUARY ($ IN THOUSANDS) 2004 2003 ------------ ------------ CASH FLOWS FROM OPERATING ACTIVITIES: Net earnings $ 4,596 $ 6,145 Adjustments to reconcile net earnings to net cash provided by operating activities: Depreciation and amortization 1,506 1,759 Amortization of marketable securities premiums, net 81 (97) Loss on sale of fixed assets 6 -- Provision for uncollectible accounts receivable (129) (141) Equity in net earnings of equity method investments 196 (157) Deferred income taxes (150) 218 Other, net (52) (70) Changes in assets and liabilities: Receivables, net (16,457) (13,131) Inventories, net (4,869) (8,732) Other current assets (969) (162) Accounts payable, trade 4,603 6,832 Other current liabilities 685 (1,105) Current taxes payable 1,287 1,411 Other noncurrent assets and liabilities 40 (428) ------------ ------------ Net cash provided by operating activities (9,626) (7,658) ------------ ------------ CASH FLOWS FROM INVESTING ACTIVITIES: Purchases of property, plant and equipment (2,047) (1,553) Proceeds from sale of property, plant and equipment 11 52 Purchases of marketable securities held to maturity (2,982) (6,135) Proceeds from maturities of marketable securities held to maturity 4,496 9,153 Purchases of marketable securities available for sale (3,790) -- Proceeds from maturities of marketable securities available for sale 1,315 -- ------------ ------------ Net cash (used in) provided by investing activities (2,997) 1,517 ------------ ------------ CASH FLOWS FROM FINANCING ACTIVITIES: Proceeds from exercise of options under stock option plan 164 23 Dividends paid (1,175) (821) ------------ ------------ Net cash used in financing activities (1,011) (798) ------------ ------------ Effect of exchange rate changes on cash (10) (55) Net (decrease) in cash and cash equivalents (13,644) (6,994) Cash and cash equivalents, beginning of period 15,368 12,425 ------------ ------------ Cash and cash equivalents, end of period $ 1,724 $ 5,431 ============ ============
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