-----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, Bu/QF0W57G/aU1DqV1Mqt0l5dHQPBvzIvTxJOA04tP0jcgZwabpQnyxhZjT43otV hNtg4bpVgaXRNBSDJ8U9RA== 0000950137-04-005027.txt : 20040623 0000950137-04-005027.hdr.sgml : 20040623 20040623093212 ACCESSION NUMBER: 0000950137-04-005027 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20040622 ITEM INFORMATION: ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20040623 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: 04876138 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 c86293e8vk.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): June 22, 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 June 22, 2004, issued by the Company. ITEM 12. RESULTS OF OPERATIONS AND FINANCIAL CONDITION. On June 22, 2004, the Company issued a press release announcing the Company's results of operations for the third fiscal quarter and nine-months ended May 31, 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: June 22, 2004 By /s/ Bruce C. Karsk ------------------------------------- Bruce C. Karsk, Executive Vice President and Chief Financial Officer EX-99.1 2 c86293exv99w1.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, JUNE 22, 2004 LINDSAY MANUFACTURING CO. REPORTS FISCAL 2004 THIRD- QUARTER, NINE-MONTH RESULTS OMAHA, NEB., JUNE 22, 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 third quarter ended May 31, 2004. Revenues grew 28 percent from the same period last year, and earnings per diluted share were $0.36 compared with $0.41 in the year-ago period. THIRD-QUARTER RESULTS Third-quarter fiscal 2004 total revenues were $62.3 million, up 28 percent from $48.8 million for the prior-year period. Irrigation equipment revenues were up 28 percent to $58.7 million as domestic irrigation revenues increased 22 percent while international revenues, including exports, grew 49 percent. Diversified products revenues for the quarter were 18 percent higher than the comparable period last year. "Demand for our products has been robust this season, and we have seen strength in domestic as well as international markets," said Rick Parod, president and chief executive officer. "While U.S. crop prices have softened somewhat from their highs earlier this year, prices are still better than in 2003, and domestic farm income is healthy. Our operations in South America, Africa and Europe and our export business all saw double-digit revenue growth for the quarter." Gross profit was $13.0 million compared with $12.5 million and gross margin decreased to 20.9 percent from 25.6 percent year-over-year, reflecting the significant increases in steel costs this fiscal year. Operating expenses increased, as planned, due to incremental professional and legal fees required to support Sarbanes-Oxley initiatives and increases in sales personnel cost and general corporate insurance cost. However, operating expenses as a percentage of revenue improved to 11.0 percent from 12.4 percent in the fiscal third quarter last year. Operating income was $6.1 million compared with $6.4 million during the same period last year. Net earnings were $4.3 million, or $0.36 per diluted share, compared with $4.8 million, or $0.41 per diluted share, in last year's third quarter. Parod commented, "Margins for the quarter continued to reflect the impact of the rapid increases in steel costs, which essentially doubled inside of a six-month period. Recently, steel costs have begun to level off, which should allow our pricing to catch up and thus strengthen our ongoing margins." Lindsay's order backlog at May 31, 2004 improved to $19.8 million compared with $12.2 million at May 31, 2003, reflecting increases in both pricing and volume. NINE-MONTH RESULTS Total revenues for the nine months were $150.3 million, a 15 percent increase from $130.4 million for the prior-year period. Irrigation equipment revenues of $141.4 million grew 16 percent from a year ago, while diversified products revenues were 3 percent higher than the previous year. Gross profit was $32.0 million compared with $31.8 million and gross margin decreased to 21.3 percent from 24.4 percent year-over-year, reflecting the significant increases in steel costs this fiscal year. Operating expenses increased, as planned, due to increased sales and administrative personnel costs, incremental costs related to the company's Sarbanes-Oxley initiatives, and greater engineering and research expenditures. Net earnings were $8.9 million, or $0.75 per diluted share, compared with $11.0 million, or $0.92 per diluted share, for the nine months ended May 31, 2003. Shareholders' equity at May 31, 2004 was $111.8 million, or $9.50 per outstanding common share, compared with $103.5 million, or $8.82 per outstanding common share, at May 31, 2003. Cash and marketable securities at May 31, 2004 were $57.2 million compared with $54.2 million at May 31, 2003. OUTLOOK UPDATE Lindsay now expects that revenues will grow approximately 14 to 16 percent for fiscal 2004. "Continued healthy U.S. farm economics are driving domestic demand. On the international side, we are also seeing positive economic factors, and we expect to benefit from greater revenue contributions from our recently expanded Brazilian and South African operations," Parod said. "We have completed the move into our new facility in Brazil, which has more than doubled our capacity there. I am pleased to report that the move caused no disruptions to operations. In South Africa, we recently completed the acquisition of Stettyn, a manufacturer of center pivots. In combination with our existing business that we established in fiscal 2003, we believe that we are now the market share leader in South Africa and the Sub-Sahara region," he added. The company continues to closely control operating expenses at each of its operating units and realized operating expense leverage for the third-quarter. "Additionally, we are seeing quarter-over-quarter progress toward our goal of bringing our international operations' margins up near the levels earned in the domestic market, and we believe that we will continue to narrow the gap during the fiscal fourth quarter," Parod stated. Commenting on the earnings outlook, Parod said, "While our revenue growth is expected to be strong and margins are now normalizing, given the unprecedented escalation in steel costs during the fiscal year, we anticipate fiscal 2004 earnings per share will be slightly above the level achieved in fiscal 2002, which was $0.90 per share." He noted that while the Stettyn acquisition will contribute to revenues during the fourth quarter, it should have no impact on earnings for the balance of fiscal 2004, and will be modestly accretive to earnings thereafter. "Our strategy is to use our financial resources to deliver growth and value to shareholders through multiple avenues. An accretive acquisition, such as Stettyn, is just one method to enhance shareholder value. We will continue to use, over time, a balanced approach that includes accretive acquisitions, organic growth opportunities, share repurchases and dividend payments," Parod concluded. Under Lindsay's share repurchase plan, management has an existing authorization to purchase up to 1.2 million shares of the company's stock. THIRD-QUARTER CONFERENCE CALL Lindsay's third-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 May 31, 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 NINE MONTHS ENDED MAY 31, 2004 AND 2003
(UNAUDITED) (UNAUDITED) THREE MONTHS ENDED NINE MONTHS ENDED -------------------------- ------------------------- MAY MAY MAY MAY (IN THOUSANDS, EXCEPT PER SHARE AMOUNTS) 2004 2003 2004 2003 ---------- ---------- ---------- ---------- Operating revenues $ 62,286 $ 48,833 $ 150,274 $ 130,422 Cost of operating revenues 49,299 36,334 118,323 98,650 ---------- ---------- ---------- ---------- Gross profit 12,987 12,499 31,951 31,772 ---------- ---------- ---------- ---------- Operating expenses: Selling expense 2,830 2,662 8,588 7,761 General and administrative expense 3,255 2,737 9,527 8,008 Engineering and research expense 762 675 2,198 1,907 ---------- ---------- ---------- ---------- Total operating expenses 6,847 6,074 20,313 17,676 ---------- ---------- ---------- ---------- Operating income 6,140 6,425 11,638 14,096 Interest income, net 341 350 1,126 1,163 Other (expense) income, net (53) 246 437 584 ---------- ---------- ---------- ---------- Earnings before income taxes 6,428 7,021 13,201 15,843 Income tax provision 2,083 2,199 4,260 4,876 ---------- ---------- ---------- ---------- Net earnings $ 4,345 $ 4,822 $ 8,941 $ 10,967 ========== ========== ========== ========== Basic net earnings per share $ 0.37 $ 0.41 $ 0.76 $ 0.94 ========== ========== ========== ========== Diluted net earnings per share $ 0.36 $ 0.41 $ 0.75 $ 0.92 ========== ========== ========== ========== Average shares outstanding 11,760 11,734 11,752 11,727 Diluted effect of stock options 187 144 207 173 ---------- ---------- ---------- ---------- Average shares outstanding assuming dilution 11,947 11,878 11,959 11,900 ========== ========== ========== ========== Cash dividends per share $ 0.050 $ 0.035 $ 0.150 $ 0.105 ========== ========== ========== ==========
LINDSAY MANUFACTURING CO. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS MAY 31, 2004 AND 2003 AND AUGUST 31, 2003
(UNAUDITED) (UNAUDITED) MAY MAY AUGUST ($ IN THOUSANDS, EXCEPT PAR VALUES) 2004 2003 2003 ------------ ------------ ------------ ASSETS Current Assets: Cash and cash equivalents $ 12,055 $ 12,970 $ 15,368 Marketable securities 12,692 9,288 8,770 Receivables, net 36,427 29,303 22,970 Inventories, net 22,700 20,972 20,019 Deferred income taxes 2,539 1,220 2,301 Other current assets 2,142 953 1,010 ------------ ------------ ------------ Total current assets 88,555 74,706 70,438 Long-term marketable securities 32,462 31,943 38,674 Property, plant and equipment, net 14,992 13,956 13,889 Other noncurrent assets 8,394 8,339 8,219 ------------ ------------ ------------ Total assets $ 144,403 $ 128,944 $ 131,220 ============ ============ ============ LIABILITIES AND SHAREHOLDERS' EQUITY Current Liabilities: Accounts payable $ 9,879 $ 8,967 $ 8,228 Other current liabilities 20,261 14,327 16,053 ------------ ------------ ------------ Total current liabilities 30,140 23,294 24,281 Pension benefits liabilities 2,315 1,688 2,315 Noncurrent liabilities 179 432 333 ------------ ------------ ------------ Total liabilities 32,634 25,414 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, 17,485,679, 17,458,052 and 17,459,561 shares issued in May 2004 and 2003, and August 2003) 17,486 17,458 17,460 Capital in excess of stated value 2,677 2,467 2,484 Retained earnings 181,511 173,000 174,333 Less treasury stock, (at cost, 5,724,069 shares) (89,898) (89,898) (89,898) Accumulated other comprehensive gain (loss) (7) 503 (88) ------------ ------------ ------------ Total shareholders' equity 111,769 103,530 104,291 ------------ ------------ ------------ Total liabilities and shareholders' equity $ 144,403 $ 128,944 $ 131,220 ============ ============ ============
LINDSAY MANUFACTURING CO. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE NINE MONTHS ENDED MAY 31, 2004 AND 2003 (UNAUDITED)
MAY MAY ($ IN THOUSANDS) 2004 2003 ---------- ---------- CASH FLOWS FROM OPERATING ACTIVITIES: Net earnings $ 8,941 $ 10,967 Adjustments to reconcile net earnings to net cash (used in) provided by operating activities: Depreciation and amortization 2,242 2,679 Amortization of marketable securities premiums, net 109 (154) Gain on sale of fixed assets (30) (52) Provision for uncollectible accounts receivable 178 226 Equity in net loss (earnings) of equity method investments 235 (104) Deferred income taxes (134) 204 Other, net (56) (103) Changes in assets and liabilities: Receivables, net (13,432) (5,800) Inventories, net (2,522) (5,389) Other current assets (1,335) (171) Accounts payable, trade 1,694 2,899 Other current liabilities 3,379 (990) Current taxes payable 661 1,333 Other noncurrent assets and liabilities (630) 617 ---------- ---------- Net cash (used in) provided by operating activities (700) 6,162 ---------- ---------- CASH FLOWS FROM INVESTING ACTIVITIES: Purchases of property, plant and equipment (3,308) (2,143) Proceeds from sale of property, plant and equipment 90 88 Purchases of marketable securities held to maturity (2,982) (6,339) Proceeds from maturities of marketable securities held to maturity 6,676 9,153 Purchases of marketable securities available for sale (7,371) (5,156) Proceeds from sale of marketable securities available for sale 5,861 -- ---------- ---------- Net cash used in investing activities (1,034) (4,397) ---------- ---------- CASH FLOWS FROM FINANCING ACTIVITIES: Proceeds from exercise of options under stock option plan 225 23 Dividends paid (1,763) (1,232) ---------- ---------- Net cash used in financing activities (1,538) (1,209) ---------- ---------- Effect of exchange rate changes on cash (41) (11) ---------- ---------- Net (decrease) increase in cash and cash equivalents (3,313) 545 Cash and cash equivalents, beginning of period 15,368 12,425 ---------- ---------- Cash and cash equivalents, end of period $ 12,055 $ 12,970 ========== ==========
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