<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
________
FORM 10-Q
(MARK ONE)
__x__ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended November 30, 1995 OR
_____ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from ________ to ________
Commission File Number: 0-17116
Lindsay Manufacturing Co.
-----------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 47-0554096
- ------------------------------- -------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
Box 156, East Highway 91, Lindsay, Nebraska 68644
- ------------------------------------------- ----------
(Address of principal executive offices) (Zip Code)
402-428-2131
-------------------------------
(Registrant's telephone number,
including area code)
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_____
Common Stock, $1.00 par value 4,313,297
- ----------------------------- ---------------------------------
Title of Class Outstanding as of January 3, 1996
Exhibit index is located on page 2.
Total number of pages 15.
-1-
<PAGE> 2
LINDSAY MANUFACTURING CO. AND CONSOLIDATED SUBSIDIARIES
INDEX
<TABLE>
<CAPTION>
Page No.
--------
<S> <C>
Part I - Financial Information
Item 1. Consolidated Financial Statements
Consolidated Balance Sheets, November 30, 1995 and 1994
and August 31, 1995 3
Consolidated Statements of Operations for the three
months ended November 30, 1995 and 1994 4
Consolidated Statements of Cash Flows for the three
months ended November 30, 1995 and 1994 5
Notes to Consolidated Financial Statements 6-8
Item 2. Management's Discussion and Analysis of Results
of Operations and Financial Position 9-11
Part II - Other Information
Item 1. Legal Proceedings 12-13
Item 6. Exhibits and Reports on Form 8-K 13
Signatures 14
Exhibit Index
4 - Specimen Form of Common Stock Certificate 13
11 - Statement re Computation of Per Share Earnings 15
</TABLE>
-2-
<PAGE> 3
PART I FINANCIAL INFORMATION
Item 1. Financial Statements
Lindsay Manufacturing Co.
CONSOLIDATED BALANCE SHEETS
November 30, 1995 and 1994 and August 31, 1995
(in thousands, except share amounts)
<TABLE>
<CAPTION>
(Unaudited) (Unaudited)
November November August
1995 1994 1995
ASSETS ---------- ---------- ----------
<S> <C> <C> <C>
Current assets:
Cash and cash equivalents.................................... $ 1,253 $ 3,807 $ 4,514
Marketable securities........................................ 21,333 11,117 18,792
Receivables.................................................. 15,268 10,994 10,353
Inventories.................................................. 6,342 5,979 5,384
Deferred income taxes........................................ 2,776 3,413 2,804
Other current assets......................................... 2,144 2,182 1,891
---------- ---------- ----------
Total current assets....................................... 49,116 37,492 43,738
Long-term marketable securities................................ 31,081 46,605 34,003
Property, plant and equipment, net............................. 8,174 5,602 7,164
Other noncurrent assets........................................ 1,218 1,148 1,155
---------- ---------- ----------
Total assets................................................... $ 89,589 $ 90,847 $ 86,060
========== ========== ==========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable, trade...................................... $ 4,851 $ 4,290 $ 4,295
Other current liabilities.................................... 13,982 15,283 11,636
---------- ---------- ----------
Total current liabilities.................................. 18,833 19,573 15,931
Other noncurrent liabilities................................... 1,195 1,191 1,386
---------- ---------- ----------
Total liabilities.............................................. 20,028 20,764 17,317
---------- ---------- ----------
Commitments and contigencies.
Stockholders' equity:
Preferred stock, ($1 par value, 2,000,000 shares
authorized, no shares issued and outstanding in
November 1995 and 1994 and August 1995)
Common stock, ($1 par value, 10,000,000 shares authorized,
4,842,805, 4,819,358 and 4,842,805 shares issued and
outstanding in November 1995 and 1994 and August 1995.... 4,843 4,819 4,843
Capital in excess of stated value.......................... 4,412 3,841 4,412
Retained earnings.......................................... 75,473 62,742 72,447
Less treasury stock, (at cost, 540,480, 105,630 and 474,880
shares in November 1995 and 1994 and August 1995)........ (15,167) (1,319) (12,959)
---------- ---------- ----------
Total stockholders' equity..................................... 69,561 70,083 68,743
---------- ---------- ----------
Total liabilities and stockholders' equity..................... $ 89,589 $ 90,847 $ 86,060
========== ========== ==========
</TABLE>
The accompanying notes are an integral part of the financial statements.
-3-
<PAGE> 4
Lindsay Manufacturing Co.
CONSOLIDATED STATEMENTS OF OPERATIONS
For the three months ended November 30, 1995 and 1994
(in thousands, except per share amounts)
(Unaudited)
<TABLE>
<CAPTION>
November November
1995 1994
--------- ----------
<S> <C> <C>
Operating revenues...................................................... $ 27,326 $ 22,142
Cost of operating revenues.............................................. 20,905 17,143
--------- ---------
Gross profit............................................................ 6,421 4,999
--------- ---------
Operating expenses:
Selling expense....................................................... 955 1,040
General and administrative expense.................................... 1,476 1,407
Engineering and research expense...................................... 352 309
--------- ---------
Total operating expenses................................................ 2,783 2,756
--------- ---------
Operating income........................................................ 3,638 2,243
Interest income, net.................................................... 664 682
Other income, net....................................................... 20 15
--------- ---------
Earnings before income taxes............................................ 4,322 2,940
Income tax provision.................................................... 1,296 941
--------- ---------
Net earnings............................................................ $ 3,026 $ 1,999
========= =========
Net earnings per share.................................................. $ 0.67 $ 0.41
========= =========
</TABLE>
The accompanying notes are an integral part of the financial statements.
-4-
<PAGE> 5
CONSOLIDATED STATEMENTS OF CASH FLOWS
For the three months ended November 30, 1995 and 1994
(in thousands)
(Unaudited)
<TABLE>
<CAPTION>
November November
1995 1994
------------ -----------------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net earnings......................................................... $ 3,026 $ 1,999
Adjustments to reconcile net earnings to net cash provided by
operating activities:
Depreciation....................................................... 355 311
Amortization of marketable securities premiums, net................ 92 89
Gain on sale of fixed assets....................................... (4) (4)
Provision for uncollectible accounts receivable.................... 1 15
Deferred income taxes.............................................. 28 130
Changes in assets and liabilities:
Receivables........................................................ (4,916) 71
Inventories........................................................ (958) 269
Other current assets............................................... (253) (311)
Accounts payable................................................... 556 2
Other current liabilities.......................................... 1,047 (198)
Current taxes payable.............................................. 1,299 784
Other noncurrent assets and liabilities............................ (254) (243)
------- ----------
Net cash flows provided by operating activities....................... 19 2,914
------- ----------
CASH FLOWS FROM INVESTING ACTIVITIES
Purchases of property, plant and equipment............................ (1,373) (322)
Proceeds from sale of property, plant and equipment................... 12 9
Purchases of marketable securities held-to-maturity................... (1,211) (4,316)
Proceeds from maturities of marketable securities held-to-maturity.... 1,500 3,810
------- ----------
Net cash flows used in investing activities........................... (1,072) (819)
------- ----------
CASH FLOWS FROM FINANCING ACTIVITIES
Purchases of treasury stock........................................... (2,208) 0
------- ----------
Net cash flows used in financing activities........................... (2,208) 0
------- ----------
Net increase (decrease) in cash and cash equivalents.................. (3,261) 2,095
Cash and cash equivalents, beginning of period........................ 4,514 1,712
------- ----------
Cash and cash equivalents, end of period............................. $ 1,253 $ 3,807
======= ==========
Supplemental Cash Flow Information:
Income taxes paid.................................................... $ (5) $ (3)
Interest paid........................................................ $ 0 $ 4
</TABLE>
The accompanying notes are an integral part of the financial statements.
-5-
<PAGE> 6
Lindsay Manufacturing Co.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
1. General
The consolidated financial statements included herein are presented in
accordance with the requirements of Form 10-Q and consequently do not include
all of the disclosures normally required by generally accepted accounting
principles or those normally made in the registrant's annual Form 10-K filing.
These consolidated financial statements should be read in conjunction with the
financial statements and notes thereto included in the Lindsay Manufacturing
Co. (Lindsay) August 31, 1995 Annual Report to Stockholders.
In the opinion of management the unaudited consolidated financial statements
of Lindsay reflect all adjustments of a normal recurring nature necessary to
present a fair statement of the results of operations for the respective
interim periods. The results for interim periods are not necessarily
indicative of trends or results expected for a full year.
2. Cash Equivalents, Marketable Securities and Long-Term Marketable Securities
Cash equivalents are included at cost, which approximates market. At November
30, 1995, Lindsay's cash equivalents were held primarily by one financial
institution. Marketable securities and long-term marketable securities are
categorized as held-to-maturity or available-for-sale. Investments in the
held-to-maturity category are carried at amortized cost. Investments in the
available-for-sale category are carried at fair value with unrealized gains and
losses as a separate component of stockholders' equity. Lindsay considers all
highly liquid investments with maturities of three months or less to be cash
equivalents, while those having maturities in excess of three months are
classified as marketable securities or as long-term marketable securities when
maturities are in excess of one year. Marketable securities and long-term
marketable securities consist of investment-grade municipal bonds.
There are no investments in the available-for-sale category included in
Marketable securities at November 30, 1995. Investments in the
held-to-maturity category are included in Marketable securities ($21.3 million)
and Long-term marketable securities ($31.1 million). The total amortized cost,
gross unrealized holding gains, gross unrealized holding losses, and aggregate
fair value for held-to-maturity securities are $52.4 million, $0.4 million,
$0.0 million, and $52.8 million, respectively. There have not been any sales
of held-to-maturity securities during the first quarter of Fiscal 1996. In the
held-to-maturity category, $21.3 million in securities mature within one year
and $31.1 million have maturities ranging from one to three years.
-6-
<PAGE> 7
Lindsay Manufacturing Co.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
3. Inventories
Inventories are stated at the lower of cost or market. Cost is determined by
the last-in, first-out (LIFO) method for all inventories.
<TABLE>
<CAPTION>
(in thousands)
------------------------------------
November November August
1995 1994 1995
---------- ---------- ----------
<S> <C> <C> <C>
Total manufactured goods
First-in, first-out inventory $10,187 $ 9,775 $ 9,626
LIFO reserves (3,179) (3,066) (3,570)
Obsolescence reserve ( 666) ( 730) ( 672)
---------- ---------- ----------
Total inventories $ 6,342 $ 5,979 $ 5,384
========== ========== ==========
</TABLE>
The estimated percentage distribution between major classes of inventory before
reserves is as follows:
<TABLE>
<CAPTION>
November November August
1995 1994 1995
---------- ---------- ----------
<S> <C> <C> <C>
Raw materials 21% 21% 21%
Work in process 7% 6% 7%
Purchased parts 28% 20% 28%
Finished goods 44% 53% 44%
</TABLE>
4. Property, Plant and Equipment
Property, plant and equipment are stated at cost.
<TABLE>
<CAPTION>
(in thousands)
------------------------------------
November November August
1995 1994 1995
---------- ---------- ----------
<S> <C> <C> <C>
Land $ 66 $ 66 $ 66
Buildings 4,345 4,183 4,345
Equipment 19,417 17,154 18,944
Other 3,122 2,109 2,337
---------- ---------- ----------
26,950 23,512 25,692
Less accumulated depreciation 18,776 17,910 18,528
---------- ---------- ----------
Property, plant and equipment, net $ 8,174 $ 5,602 $ 7,164
========== ========== ==========
</TABLE>
5. Commitments and Contingent Liabilities
The consolidated balance sheet reflects a reserve of $2.1 million at November
30, 1995, compared to $1.9 million at August 31, 1995, reflecting an increase
to the reserve of $0.3 million and costs of $0.1 million during the first
quarter of Fiscal 1996 for continued implementation of environmental
remediation plans for aquifer and soil and shallow groundwater contaminations.
In 1987 the insurer agreed to reimburse Lindsay for remediation costs incurred
by Lindsay. The insurer reduced its reimbursement of remediation costs in
early 1990. In late 1990, Lindsay filed suit against the insurer. The insurer
completely stopped reimbursement of remediation costs in 1991 and in 1992 the
insurer filed a counterclaim against Lindsay for previously reimbursed
-7-
<PAGE> 8
Lindsay Manufacturing Co.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
5. Commitments and Contingent Liabilities - Continued
remediation costs. In December 1995 the court dismissed Lindsay's suit against
the insurer and entered a judgement in the amount of $2.4 million in favor of
the insurer. Lindsay is in the process of appealing the dismissal of it's case
against the insurer and the judgement against Lindsay. The Company has
recorded a probable insurance recovery in other current assets. In the opinion
of management, resolution of these matters, for which provision has not been
made, will not have a material adverse affect on Lindsay's consolidated
financial condition, however, an adverse outcome of these matters could have a
material effect on quarterly or annual operating results or cash flows when
resolved in a future period.
The Company and its subsidiaries are defendants in various legal actions
arising from other issues in the course of their business activities. In the
opinion of management, resolution of these actions will not result in a
material adverse effect on Lindsay's consolidated financial position, results
of operations or cash flows.
Lindsay carries property insurance, with a $10,000 deductible, for replacement
value of all of its buildings and non-auto equipment.
6. Net Earnings Per Share
Primary net earnings per share are calculated by dividing the earnings by the
weighted average number of common and common equivalent (stock options) shares
outstanding of 4,497,938 and 4,863,751 for the three months ended November 30,
1995 and 1994, respectively. The difference between shares for primary and
fully diluted earnings per share was not significant in any period.
-8-
<PAGE> 9
ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF
RESULTS OF OPERATIONS AND FINANCIAL CONDITION
RESULTS OF OPERATIONS
The following table provides highlights for the first quarter of Fiscal Year
1996 compared with the first quarter of Fiscal Year 1995.
<TABLE>
<CAPTION>
For The Three Months Ended
-----------------------------
Percent
Increase
------------------
($ in thousands) 11/30/95 11/30/94 (Decrease)
- ---------------------------------------------------------------------------------
<S> <C> <C> <C>
Consolidated
- ------------
Operating Revenues................................$27,326 $22,142 23.4%
Cost of Operating Revenues........................$20,905 $17,143 21.9
Gross Profit......................................$ 6,421 $ 4,999 28.5
Gross Margin...................................... 23.5% 22.6%
Selling, Eng. & Research, and
G&A Expense.....................................$ 2,783 $ 2,756 1.0
Operating Income..................................$ 3,638 $ 2,243 62.2
Operating Margin.................................. 13.3% 10.1%
Interest Income, net..............................$ 664 $ 682 (2.6)
Other Income, net.................................$ 20 $ 15 33.3
Income Tax Provision..............................$ 1,296 $ 941 37.7
Effective Income Tax Rate......................... 30.0% 32.0%
Net Earnings......................................$ 3,026 $ 1,999 51.4%
</TABLE>
As the above table displays, operating revenues for the three month period
ended November 30, 1995 were 23.4 percent ($5.2 million) higher than the first
quarter of Fiscal 1995. This increase was the net result of increases of 15
percent ($2.1 million) in North American irrigation equipment revenues and 189
percent ($3.1 million) in export irrigation equipment revenues more than
offsetting a 3 percent ($0.2 million) reduction in diversified products
revenue.
During the first quarter of Fiscal 1996, North American irrigation equipment
revenue and demand continued to be favorably impacted by ongoing emphasis by
farmers to conserve water, energy, and labor. Additionally, during the
quarter, Lindsay conducted several sales and marketing programs which served to
encourage dealers and customers to take early delivery of irrigation equipment
in preparation for the spring planting season. This may have, to some extent,
resulted in sales being pulled forward from our second and third quarters,
enabling the company to better service our dealers during the peak North
American selling season of January through May.
As anticipated, export irrigation equipment revenue for the first quarter of
fiscal 1996 was favorably impacted by increased sales to irrigation equipment
dealers in the Mexican and Latin American, Australian and Western European
markets. The slight decrease in diversified products revenue during the first
quarter of fiscal 1996 as compared to the first quarter of fiscal 1995 was the
net result of an increase in outsource manufacturing sales being more than
offset by a reduction in revenues from large diameter steel tubing.
-9-
<PAGE> 10
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
RESULTS OF OPERATIONS AND FINANCIAL CONDITION
(Continued)
Gross margin for the three months ended November 30, 1995 was 23.5 percent, up
from 22.6 percent of the prior year's comparable period. First quarter gross
margin benefited from higher manufacturing efficiencies, stable raw material
costs and a favorable pricing environment.
First quarter fiscal 1996's selling, general and administrative, and
engineering and research expenses were, in total, almost equal to the prior
year's comparative period, increasing only $27,000. Higher general and
administrative and engineering and research expenses were partially offset by a
reduction in selling expenses.
The effective tax rate for the first quarter of fiscal 1996 was 30.0 percent as
compared to 32.0 percent for the comparative period of fiscal 1995. Due the
federal income tax exempt status of interest income from its municipal bond
investments and state economic developement tax credits, Lindsay benefits from
an effective tax rate which is lower than the combined federal and state
statutory rates, currently estimated at 38.0 percent.
FINANCIAL CONDITION
Lindsay's equity of $69.6 million at November 30, 1995 increased from $68.7
million at August 31, 1995, due to net earnings of $3.0 million, less $2.2
million used to repurchase 65,600 shares of common stock per Lindsay's
previously announced stock repurchase plan. Lindsay's equity at November 30,
1994 was $70.1 million.
Lindsay's cash and short-term marketable securities totaled $22.6 million at
November 30, 1995, as compared to $23.3 million at August 31, 1995, and $14.9
million at November 30, 1994. Receivables of $15.3 million at November 30,
1995 increased $4.9 million from $10.4 million at August 31, 1995 and $4.3
million from $11.0 million at November 30, 1994 due to the higher level of
North American and export irrigation equipment sales activity during November
1995 and a marketing program that offered extended payment terms to our
dealers. Inventories at November 30, 1995 totaled $6.3 million, higher than
their $5.4 million balance at August 31, 1995 and $6.0 million balance at
November 30, 1994, but continuing in an acceptable range. At November 30,
1995, Lindsay had $31.1 million invested in long-term marketable securities
which represent intermediate term (one to three year maturities) municipal
debt. This is down from $34.0 million at August 31, 1995 and $46.6 million at
November 30, 1994.
Current liabilities of $18.8 million at November 30, 1995 are higher than their
$15.9 million balance at August 31, 1995 and lower than their $19.6 million
balance at November 30, 1994. The increase from August 31, 1995 is principally
due to increased trade payables, international dealer prepayments and higher
accruals for taxes payable. The decrease from November 30, 1994 is primarily
due to lower accruals for legal settlements, environmental remediation and
international dealer commissions partially offset by increased trade payables
and higher accruals for taxes payable and payroll and vacation pay.
-10-
<PAGE> 11
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
RESULTS OF OPERATIONS AND FINANCIAL CONDITION
(Continued)
Capital expenditures totaling $1,373,000 for the first quarter of 1996 were
used primarily for upgrading manufacturing plant equipment. Lindsay expects
its Fiscal 1996 capital expenditures to be approximately $3.0 to $3.5 million
which will be used principally to improve Lindsay's existing facilities and
expand its manufacturing capabilities.
Lindsay believes its capitalization (including cash and marketable securities
balances) and operating cash flow are sufficient to cover expected working
capital needs, planned capital expenditures and continued repurchases of common
stock.
SEASONALITY
Irrigation equipment sales are seasonal by nature. Farmers generally order
systems to be delivered and installed before the growing season. Shipments to
North American customers usually peak during March and April for the spring
planting period. Lindsay's expansion into diversified products complements its
irrigation operations by using available capacity and reducing seasonality.
OTHER FACTORS
Lindsay's domestic and international irrigation equipment sales are highly
dependent upon the need for irrigated agricultural production, which in turn,
depends upon many factors, including total worldwide crop production, the
profitability of agricultural production, commodity prices, aggregate net farm
income, governmental policies regarding the agricultural sector, water and
energy conservation policies, and regularity of rainfall.
Approximately 17 and 7 percent of Lindsay's operating revenues for the first
quarter of 1996 and 1995 respectively, were generated from export sales. For
the full year of 1995, approximately 10 percent of Lindsay's operating revenues
were generated from export sales. Lindsay does not believe it has significant
exposure to foreign currency translation risks because its export sales are all
in U.S. dollars and are generally all shipped against prepayments or
irrevocable letters of credit which are confirmed by a U.S. bank.
RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS
In October 1995, FASB issued statement of Financial Accounting Standards No.
123, "Accounting for Stock-Based Compensation" (SFAS 123). SFAS 123
establishes financial accounting and reporting standards for stock-based
employee compensation plans and transactions in which goods or services are the
consideration received for the issuance of equity instruments. This statement
requires that an employer's financial statements include certain disclosures
about stock-based employee compensation regardless of the method used to
account for them. Adoption is required for fiscal years, beginning after
December 15, 1995, Lindsay's Fiscal 1997 or earlier. Lindsay expects to
continue its accounting in accordance with Accounting Principles Board Opinion
No. 25 "Accounting for Stock Issued to Employees".
-11-
<PAGE> 12
Part II
OTHER INFORMATION
Item 1. Legal Proceedings
Lindsay is a party to a number of lawsuits arising from environmental and other
issues in the ordinary course of its business. Management does not believe
that these lawsuits, either individually or in the aggregate, are likely to
have a material adverse effect on Lindsay's financial condition, results of
operations or cash flows.
Environmental contamination at Lindsay's manufacturing facility occurred in
1982 when a drill, operated by a sub-contractor installing groundwater
monitoring wells, punctured a silt and sand lens and an underlying clay layer
beneath a clay-lined lagoon. The 1982 puncture of the clay layer caused acid
and solvent leachate to enter the sand and gravel aquifer.
Since 1983, Lindsay has worked actively with the Nebraska Department of
Environmental Control ("NDEC") to remediate this contamination by purging and
treating the aquifer. In October 1989, the Environmental Protection Agency
("EPA") added Lindsay to the list of priority Superfund sites. In 1988, a
sampling which was performed in connection with an investigation of the extent
of aquifer groundwater contamination, revealed solvent contamination (volatile
organic compounds) in the soil and shallow groundwater in three locations at
and in the vicinity of the plant. Under a 1988 agreement with the EPA and
NDEC, Lindsay conducted a Remedial Investigation/Feasibility Study ("RI/FS").
This study was completed in June 1990. Lindsay does not believe that there is
any other soil or groundwater contamination at the manufacturing facility.
In September 1990, the EPA issued its Record of Decision ("ROD") selecting a
plan for completing the remediation of both contaminations. The plan selected
for aquifer remediation was in line with Lindsay's expectations. However, the
plan for remediation of the soil and shallow groundwater contamination proposed
a higher degree of remediation than the company had previously expected.
Therefore, Lindsay recognized an additional $2.9 million accrual in the fourth
quarter of Fiscal 1990. The selected plan implementation was delayed until
finalization of the Consent Decree in April 1992. Due to this delay, Lindsay
recognized an additional accrual of $0.6 million in the fourth quarter of
Fiscal 1991 and $0.8 million in the fourth quarter of Fiscal 1992. The final
remediation plans were approved in 1993 and 1994 and the remediation plans were
fully implemented during Fiscal 1995.
The total balance sheet reserve for this remediation was $2.1 million at
November 30, 1995 compared to $1.9 million at Fiscal 1995 year end, reflecting
an increase to the reserve of $0.3 million and costs of $0.1 million during
Fiscal 1996 for the continued implementation of the plans.
Lindsay believes that the current reserve is sufficient to cover the estimated
total cost for complete remediation of both the aquifer and soil and shallow
groundwater contaminations under the final plans. Lindsay believes that its
insurer should cover costs associated with the contamination of the aquifer
that was caused by the puncture of the clay layer in 1982. However, Lindsay
and the insurer are in litigation over the extent of the insurance coverage.
(See Note 5. Commitments and Contingent Liabilities) If the EPA or the NDEC
require remediation which is in addition to or different from the current plan
-12-
<PAGE> 13
OTHER INFORMATION
(Continued)
and depending on the success of Lindsay's litigation against the insurer, this
reserve could increase or decrease depending on the nature of the change in
events.
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits -
4 - Specimen Form of Common Stock Certificate incorporated by reference
to Exhibit 4 of Amendment No. 3 to the Company's Registration
Statement on Form S-1 (Registration No. 33-23084), filed September
23, 1988.
11 - Statement re Computation of Per Share Earnings.
(b) Reports on Form 8-K -
No Form 8-K was filed during the quarter ended November 30, 1995.
-13-
<PAGE> 14
SIGNATURES
Pursuant to the requirements 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.
LINDSAY MANUFACTURING CO.
-------------------------
Date: January 10, 1996 Bruce C. Karsk
---------------- ----------------------
Bruce C. Karsk
Vice President - Finance, Treasurer and Secretary;
Principal Financial and Accounting Officer
Date: January 10, 1996 Ralph J. Kroenke
---------------- ----------------------
Ralph J. Kroenke
Controller
-14-
<PAGE> 1
EXHIBIT 11
Lindsay Manufacturing Co.
STATEMENT RE COMPUTATION OF PER SHARE EARNINGS
For the three months ended November 30, 1995 and 1994
(Dollars in thousands except per share amounts)
(Unaudited)
<TABLE>
<CAPTION>
COMPUTATION OF PRIMARY PER SHARE EARNINGS Three Months Ended
-----------------------------
November November
1995 1994
------------ ------------
<S> <C> <C>
1. Weighted average shares outstanding......................................... 4,319,433 4,713,728
2. Net additional shares outstanding assuming
dilutive stock options exercised and
proceeds used to purchase treasury stock................................. 178,505 150,023
------------ ------------
3. Average number of common and common
equivalent shares outstanding............................................ 4,497,938 4,863,751
============ ============
4. Net earnings for per share computation...................................... $ 3,026 $ 1,999
============ ============
5. Net earnings per average common and common
equivalent shares outstanding............................................ $ 0.67 $ 0.41
============ ============
<CAPTION>
COMPUTATION OF FULLY DILUTED PER SHARE EARNINGS Three Months Ended
-----------------------------
November November
1995 1994
------------ ------------
<S> <C> <C> <C>
1. Weighted average shares outstanding......................................... 4,319,433 4,713,728
2. Net additional shares outstanding assuming
dilutive stock options exercised and
proceeds used to purchase treasury stock................................. 186,746 151,645
------------ ------------
3. Average number of common and common
equivalent shares outstanding............................................ 4,506,179 4,865,373
============ ============
4. Net earnings for per share computation...................................... $ 3,026 $ 1,999
============ ============
5. Net earnings per average common and common
equivalent shares outstanding............................................ $ 0.67 $ 0.41
============ ============
</TABLE>
-15-
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> AUG-31-1996
<PERIOD-START> SEP-01-1995
<PERIOD-END> NOV-30-1995
<CASH> 1,253
<SECURITIES> 21,333
<RECEIVABLES> 15,268
<ALLOWANCES> 0
<INVENTORY> 6,342
<CURRENT-ASSETS> 49,116
<PP&E> 26,950
<DEPRECIATION> 18,776
<TOTAL-ASSETS> 89,589
<CURRENT-LIABILITIES> 18,833
<BONDS> 0
0
0
<COMMON> 4,843
<OTHER-SE> 64,718
<TOTAL-LIABILITY-AND-EQUITY> 89,589
<SALES> 27,326
<TOTAL-REVENUES> 27,326
<CGS> 20,905
<TOTAL-COSTS> 20,905
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 4,322
<INCOME-TAX> 1,296
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 3,026
<EPS-PRIMARY> 0.67
<EPS-DILUTED> 0.67
</TABLE>
