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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
(MARK ONE)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
For the fiscal year ended August 31, 2003 OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
For the transition period from _____ to
Commission File Number 1-13419
Lindsay Manufacturing Co.
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(Exact name of registrant as specified in its charter)
DELAWARE 47-0554096
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
2707 NORTH 108TH STREET, SUITE 102, OMAHA, NEBRASKA 68164
- --------------------------------------------------- -------
(Address of principal executive offices) (Zip Code)
402-428-2131
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Registrant's telephone number, including area code
Securities registered pursuant to Section 12(b) of the Act:
TITLE OF CLASS NAME OF EACH EXCHANGE ON WHICH REGISTERED
- --------------- ------------------------------------------
Common Stock, $1.00 par value New York Stock Exchange, Inc. (Symbol LNN)
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 [ ]
The aggregate market value of Common Stock of the registrant, all of which is
voting, held by non-affiliates based on the closing sales price on the New York
Stock Exchange, Inc. on February 28, 2003 was $211,530,992.
As of November 17, 2003, 11,747,512 shares of the registrant's common stock were
outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Proxy Statement pertaining to the January 21, 2004, annual
shareholders' meeting are incorporated herein by reference into Part III.
Exhibit index is located on page 36-37.
1
TABLE OF CONTENTS
Page(s)
Part I
Item 1. Business 3-7
Item 2. Properties 7
Item 3. Legal Proceedings 7
Item 4. Submission of Matters to a Vote of Security Holders 7
Part II
Item 5. Market for Registrant's Common Equity and Related Stockholder Matters 9
Item 6. Selected Financial Data 9
Item 7. Management's Discussion and Analysis of Financial Condition and Results of
Operation 10-17
Item 7A. Quantitative and Qualitative Disclosures about Market Risk 17
Item 8. Financial Statements and Supplementary Data 18-36
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial
Disclosure 37
Item 9A. Controls and Procedures 37
Part III
Item 10. Directors and Executive Officers of the Registrant 38
Item 11. Executive Compensation 38
Item 12. Security Ownership of Certain Beneficial Owners and Management 38
Item 13. Certain Relationships and Related Transactions 38
Item 14. Principal Accountant Fees and Services 38
Part IV
Item 15. Exhibits, Financial Statement Schedules, and Reports on Form 8-K 39-41
SIGNATURES 42
2
PART I
ITEM 1 - BUSINESS
INTRODUCTION
Lindsay Manufacturing Co. ("Lindsay" or the "Company") is a leading designer and
manufacturer of self-propelled center pivot and lateral move irrigation systems
which are used principally in the agricultural industry to increase or stabilize
crop production while conserving water, energy, and labor. The Company has been
in continuous operation since 1955, making it one of the pioneers in the
automated irrigation industry. The Company markets its standard size center
pivot and lateral move irrigation systems domestically and internationally under
its Zimmatic brand. The Company also manufactures and markets a separate line of
"mini" center pivot and lateral move irrigation equipment for use on smaller
fields under its Greenfield brand, and hose reel travelers under the Perrot
brand (Greenfield in the United States). The Company also produces irrigation
controls and chemical injection systems which it sells under its GrowSmart
brand. In addition to whole systems, the Company manufactures and markets repair
and replacement parts for its irrigation systems and controls. Lindsay also
produces and sells large diameter steel tubing products and manufactures and
assembles diversified agricultural and construction products on a contract
manufacturing basis for certain industrial companies, including Caterpillar
Inc., Deere & Company, New Holland North America, Inc. and others. Industry
segment information about Lindsay is included in Note Q to the consolidated
financial statements.
Lindsay, a Delaware corporation, maintains its corporate offices in
Omaha, Nebraska, USA. The Company's principal manufacturing facilities are
located in Lindsay, Nebraska, USA. The Company also has foreign sales and
production facilities in France, Brazil and South Africa which provide it with
important bases of operations in key international markets. Lindsay Europe SA,
located in France, was acquired in March 2001 and manufactures and markets
irrigation equipment for the European market. Lindsay America do Sul Ltda.,
located in Brazil, was acquired in April 2002 and manufactures and markets
irrigation equipment for the South American market. Lindsay Manufacturing
Africa, located in South Africa, was organized in September 2002 and
manufactures and markets irrigation equipment in markets in southern Africa.
Lindsay has marketed its products in over 90 countries.
Lindsay has three additional operating subsidiaries including
Irrigation Specialists, Inc., which is a retail irrigation dealership based in
Washington State that operates at three locations ("Irrigation Specialists").
Irrigation Specialists was acquired by the Company in March 2002 and provides a
strategic distribution channel in a key regional irrigation market. Other
operating subsidiaries are Lindsay Transportation, Inc. and Lindsay
International Sales Corporation. See "Subsidiaries" below.
PRODUCTS BY MARKET
IRRIGATION PRODUCTS
The Company's irrigation systems are primarily of the standard sized
center pivot type, with a small portion of its products consisting of the
lateral move type. Both are automatic, continuous move systems consisting of
sprinklers mounted on a water carrying pipeline which is supported approximately
11 feet off the ground by a truss system suspended between moving towers. Due to
lower price and simplicity of operation, center pivots currently account for
over 95% of the Company's Zimmatic system sales.
A typical standard center pivot for the U.S. market is approximately
1,250 feet long and is designed to circle within a quarter-section of land,
which comprises 160 acres, wherein it irrigates approximately 130 to 135 acres.
A typical standard center pivot for the international market is somewhat shorter
than that in the U.S. market. Standard center pivot or lateral move systems can
also be custom designed and can irrigate from 25 to 500 acres. A mini-pivot is a
small version of the standard pivot and is used for smaller fields and/or
shorter crops, than that for which standard pivots are used.
A center pivot system represents a significant investment to a farmer.
A typical standard center pivot system, fully installed, requires an investment
of up to approximately $60,000 to $70,000. Approximately one-half of such
expenditure is for the pivot itself and the remainder is attributable to
installation of additional equipment such as wells, pumps, underground water
pipe, electrical supply and a concrete pad upon which the pivot is anchored. The
Company estimates that there are approximately 250,000 total market standard
center pivot irrigation systems in operation worldwide, resulting in an active
repair and replacement parts business.
The Company also manufactures and distributes mini-pivots and hose reel
travelers. These systems are considered to be relatively easy to operate and
have good mobility. They are typically deployed in smaller or irregular growing
fields. Mini-pivots and hose reel travelers require, on average, a lower
investment than a typical standard center pivot.
3
Other Types of Irrigation. Center pivot and lateral move irrigation
systems compete with three other types of irrigation: flood, drip and other
mechanical devices such as hose reel travelers. The bulk of the worldwide
irrigation is accomplished by the traditional method of flood irrigation. Flood
irrigation is accomplished by either flooding an entire field, or by providing a
water source (ditches or a pipe) along the side of a field, which is planed and
slopes slightly away from the water source. The water is released to the crop
rows through gates in the ditch or pipe, or through siphon tubes arching over
the ditch wall into some of the crop rows. It runs down through the crop row
until it reaches the far end of the row, at which time the water source is moved
and another set of rows are flooded. Note that a significant disadvantage or
limitation of flood irrigation is that it cannot be used to irrigate uneven,
hilly or rolling terrain or fields. In "drip" or "low flow" irrigation,
perforated plastic pipe or tape is installed on the ground or buried underground
at the root level. Several other types of mechanical devices, such as hose reel
travelers, irrigate the remaining irrigated acres.
Center pivot, lateral move and hose reel traveler irrigation offers
significant advantages when compared with other types of irrigation. It requires
less labor and monitoring; it can be used on sandy ground which, due to poor
water retention ability, must have water applied frequently; it can be used on
uneven ground, thereby allowing previously unsuitable land to be brought into
production; it can also be used for the application of fertilizers,
insecticides, herbicides or other chemicals (termed "chemigation"); and it
conserves water and chemicals through precise control of the amount and timing
of its application.
Markets - General. Water is an essential and critical requirement for
crop production, and the extent, regularity and frequency of water application
can be a critical factor in crop quality and yield.
The fundamental factors which govern the demand for center pivot and
lateral move systems are essentially the same in both the domestic and
international markets. Demand for center pivot and lateral move systems is
determined by whether the value of the increased crop production attributable to
center pivot or lateral move irrigation exceeds any increased costs associated
with purchasing, installing and operating the equipment. Thus, the decision to
purchase a center pivot or lateral move system, in part, reflects the
profitability of agricultural production, which is determined primarily by the
prices of agricultural commodities and the costs of other farming inputs.
The current demand for center pivot systems has three sources:
conversion to center pivot systems from less water efficient, more labor
intensive types of irrigation; replacement of older center pivot systems, which
are beyond their useful lives or technologically outmoded; and conversion of dry
land farming to irrigated farming. In addition, demand for center pivots and
lateral move irrigation equipment depends upon the need for the particular
operational characteristics and advantages of such systems in relation to
alternative types of irrigation, primarily flood. Selection of center pivot or
lateral move systems, over other types of irrigation, is aided by the fact that
agricultural production is continually forced to become more efficient in its
use of the basic natural resources of land, water and energy. Increasing global
population not only increases demand for agricultural output, but also places
additional and competing demands on land, water and energy. As center pivot and
lateral move systems are required where the soil is sandy, the terrain is not
flat, there is a shortage of reliable labor, water supply is restricted and
conservation is critical, and/or chemigation will be utilized, the Company
expects demand for center pivots and lateral moves to continue to increase
relative to other irrigation methods.
The following table describes the Company's total irrigation and diversified
products revenues for the past three years:
FISCAL YEARS ENDED AUGUST 31,
-----------------------------
($ IN THOUSANDS)
- ----------------
----------------------------------------------------------------------
2003 2003 2002 2002 2001 2001
---- ---- ---- ---- ---- ----
% of Total % of Total % of Total
Revenues Revenues Revenues Revenues Revenues Revenues
-------- ---------- --------- ---------- -------- ----------
United States.................. $ 125.0 76 $ 113.8 78 $ 102.0 80
Europe, Africa & Middle East... 23.3 14 17.2 12 14.7 12
Mexico & Latin America......... 10.7 7 6.0 4 3.2 3
Other International............ 4.4 3 8.9 6 6.8 5
-------- --- --------- --- -------- ---
Total Revenues................. $ 163.4 100 $ 145.9 100 $ 126.7 100
United States Market. In the United States, the Company sells its
branded irrigation systems, including Zimmatic, to approximately 200 independent
dealer locations, who resell to their customer, the farmer. Dealers assess their
customer's requirements, assemble and erect the system in the field from the
parts delivered from the Company, and provide additional system components,
primarily relating to water supply (wells, pumps, pipes) and electrical supply
(on-site generation or hook-up to power lines). Lindsay dealers generally are
established local agri-businesses, many of which also deal in related products,
such as well drilling and water pump equipment, farm implements, grain handling
and storage systems or farm structures.
4
International Market. Over the years, the Company has sold center pivot
and lateral move irrigation systems in over 90 countries. The Company has
production and sales operations in France, Brazil and South Africa serving the
key European, South American and Southern African markets, respectively. The
Company exports its equipment from the U.S. to other international markets. The
majority of the Company's U.S. export sales is denominated in U.S. dollars and
is shipped against prepayments or U.S. bank confirmed irrevocable letters of
credit or other secured means.
The Company's international markets differ significantly with respect
to the need for irrigation, the ability to pay, demand, customer type,
government support of agriculture, marketing and sales methods, equipment
requirements and the difficulty of on-site erection. The Company's industry
position is such that it believes that it will likely be approached as a
potential supplier for most major international agricultural development
projects utilizing center pivot or lateral move irrigation systems.
Competition. The U.S. center pivot irrigation systems industry has seen
significant consolidation of manufacturers over the years; four primary
manufacturers remain today. The international market includes participation and
competition by the leading U.S. manufacturers as well as certain regional
manufacturers. The Company competes in certain product lines with several
manufacturers, some of whom may have greater financial resources than the
Company. The Company competes by continuously improving its products through
ongoing research and development activities. The Company's engineering and
research expenses totaled $2.6 million, $2.4 million, and $2.3 million for
fiscal years 2003, 2002, and 2001, respectively. There is a high level of price
competition and utilization of seasonal promotional programs. Competition also
occurs in areas of product quality and durability, product characteristics,
retention and reputation of local dealers, customer service, and, at certain
times of the year, the availability of systems and their delivery time. The
Company believes it generally competes favorably with respect to these factors.
DIVERSIFIED PRODUCTS
Seeking to expand the throughput of its manufacturing facility and
operation, the Company began in 1987 to more fully utilize its capacity by
providing outsource manufacturing services and selling large-diameter steel
tubing. The Company's customer base includes certain industrial companies,
including Caterpillar Inc., Deere & Company and New Holland North America, Inc.
Each benefits from the Company's design and engineering capabilities as well as
the Company's ability to provide a wide spectrum of manufacturing services,
including welding, machining, painting, punching, forming, galvanizing and
hydraulic, electrical and mechanical assembly.
SEASONALITY
Irrigation equipment sales are seasonal by nature. Farmers generally order
systems to be delivered and installed before the growing season. Shipments to U.
S. customers usually peak during the Company's second and third quarters for the
spring planting period.
CUSTOMERS
Management believes that overall the Company is not dependent on a single
customer. The diversified segment, however, is largely dependent on a few
customers. While the loss of any substantial customer could have a material
short-term impact on the Company's business, the Company believes that its
diverse distribution channels and customer base reduces the long-term impact of
any such loss.
ORDER BACKLOG
As of August 31, 2003, the Company had an order backlog of $21.9 million, an
increase of 16% from $18.9 million at August 31, 2002. At fiscal year end 2003,
the Company had a $19.3 million order backlog for irrigation equipment, compared
to $14.4 million at fiscal year end 2002. At fiscal year end 2003, order backlog
for diversified products totaled $2.6 million, compared to $4.5 million at
fiscal year end 2002. The diversified products backlog reflects a reduction in
orders from a single customer. The Company expects that the existing backlog of
orders can be filled in fiscal 2004.
Generally, the Company manufactures or purchases the components for its
irrigation equipment from a sales forecast and prepares the equipment for
shipment upon the receipt of a U.S. or international dealer's firm order. Orders
from U.S. dealers are accompanied with a $1,000 (approximately 4% of sales
price) down payment. Orders being delivered to international markets from the
U.S. are generally shipped against prepayments or receipt of an irrevocable
letter of credit confirmed by a U.S. bank or other secured means, which call for
delivery within time periods negotiated with the customer. Orders delivered from
the Company's international manufacturing operations are generally shipped
according to payment and/or credit terms customary to that country or region.
5
RAW MATERIALS AND COMPONENTS
Raw materials used by the Company include coil steel, angle steel, plate steel,
zinc, tires, gearboxes, fasteners and electrical components (motors, switches,
cable and stators). The Company has, on occasion, faced shortages of certain
such materials. The Company believes it currently has ready access to adequate
supplies of raw materials and components.
CAPITAL EXPENDITURES
Capital expenditures for fiscal 2003, 2002 and 2001, were $1.9 million, $2.2
million and $2.9 million, respectively. Fiscal 2003 capital expenditures were
used primarily for updating manufacturing plant and equipment and to further
automate the Company's facilities. Capital expenditures for fiscal 2004 are
expected to be approximately $4.0 to $5.0 million and will be used to improve
the Company's existing facilities, expand its manufacturing capabilities and
increase productivity.
PATENTS, TRADEMARKS, LICENSES
Lindsay's Zimmatic, Greenfield, GrowSmart and other trademarks are registered or
applied for in the major markets in which the Company sells its products.
Lindsay follows a policy of applying for patents on all significant patentable
inventions. Although the Company believes it is important to follow a patent
protection policy, Lindsay's business is not dependent, to any material extent,
on any single patent or group of patents.
EMPLOYEES
The number of persons employed by the Company and its wholly owned subsidiaries
at fiscal year end 2003, 2002 and 2001 were 620, 575 and 507, respectively. None
of the Company's U.S. employees are represented by a union. Certain of the
Company's foreign employees are unionized due to local governmental regulations.
ENVIRONMENTAL AND HEALTH AND SAFETY MATTERS
Like other manufacturing concerns, the Company is subject to numerous laws and
regulations that govern environmental and occupational health and safety
matters. The Company believes that its operations are substantially in
compliance with all such applicable laws and regulations. The Company, in 1992,
entered into a consent decree with the Environmental Protection Agency of the
U.S. federal government concerning its Lindsay, Nebraska facility which is
included in the agency's superfund sites as discussed in Note M to the
consolidated financial statements. Permits are or may be required for some of
the operations at its facilities. Although management believes that all
currently required permits have been obtained by the Company, as with all such
permits, they are subject to revocation, modification and renewal. Even where
regulations or standards have been adopted, they are subject to varying and
conflicting interpretations and implementation. In some cases, compliance with
applicable environmental regulations or standards may require additional capital
and operational expenditures. However, management does not believe any material
additional capital and operational expenditures for such issues in an amount
greater than the $250,000 reserved at August 31, 2003 are currently required.
SUBSIDIARIES
The Company has six wholly owned operating subsidiaries: Lindsay International
Sales Corporation, Lindsay Transportation, Inc., Lindsay Europe SA, Irrigation
Specialists, Inc., Lindsay America do Sul Ltda. and Lindsay Manufacturing
Africa.
Since December 2000, international sales personnel have been located at
the Omaha corporate office as part of Lindsay International Sales Corporation,
which conducts foreign sales operations for the Company.
Lindsay Transportation, Inc. was formed in 1975. It owns approximately
115 trailers and, through lease of its tractors and arrangements with
independent drivers, supplies the ground transportation in the United States and
Canada for the Company's products and the bulk of incoming raw materials, and
hauls other products on backhauls.
Lindsay Europe SA, located in France, was acquired in March 2001, and
is a manufacturer and marketer of irrigation equipment for the European market.
Irrigation Specialists, Inc., an irrigation dealership in Washington
State, was acquired in March 2002.
Lindsay America do Sul Ltda., located in Brazil, was acquired in April
2002 and is a manufacturer and marketer of irrigation equipment for the South
American market.
Lindsay Manufacturing Africa, located in South Africa, was organized in
September 2002 and is a manufacturer and marketer of irrigation equipment for
the Southern African market.
The Company also has three non-operational subsidiaries.
6
FINANCIAL INFORMATION ABOUT FOREIGN AND DOMESTIC OPERATIONS
The Company's primary production facility is located in the United States, but
it also has smaller production facilities in France, Brazil and South Africa.
Most financial transactions are in U.S. dollars, although sales from the
Company's foreign subsidiaries, which were less than 12% of total consolidated
Company sales in fiscal 2003, are conducted in local currencies.
A portion of the Company's cash flow is derived from sales and
purchases denominated in foreign currencies. To reduce the uncertainty of
foreign currency exchange rate movements on these sales and purchase
commitments, the Company monitors its risk to foreign currency. To date, the
Company has not entered into any foreign currency exchange contracts to hedge
any risk to foreign currency. For information on international revenues, see
Note Q to the Consolidated Financial Statements entitled "Industry Segment
Information" included in Item 8 of Part II of this report.
INFORMATION AVAILABLE ON LINDSAY WEBSITE
The Company's internet address is http://www.lindsaymanufacturing.com. We make
available free of charge on our website, through a link to the SEC website, our
annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on
Form 8-K, and amendments to those reports filed or furnished pursuant to Section
13(a) or 15(d) of the Securities and Exchange Act of 1934, as amended, as soon
as reasonably practicable after we electronically file such material with, or
furnish it to, the SEC.
ITEM 2 - PROPERTIES
The Company owns and occupies 43 acres in Lindsay, Nebraska. The Lindsay,
Nebraska facility has eight separate buildings. In addition, the Company owns 79
acres adjacent to its primary property. This land is used for research,
development and testing purposes.
The French facility was acquired to provide a European location for the
manufacture of its irrigation products. The French facility consists of three
separate buildings situated on approximately 3.5 acres.
The Irrigation Specialists Inc. dealership occupies several leased
buildings at three separate retail locations based in the eastern Washington
state region. These leases expire over a remaining term of ten years.
The Company's Brazilian facility is operated under a lease cancelable
by the Company, which expires in 2007. The Brazilian facility consists of a
single main building.
The Company's South African facility is operated under a lease
cancelable by the Company, which expires in 2007. The South African facility
consists of a single main building.
The Company leases office space in Omaha, Nebraska where it maintains
its executive and its domestic and international sales and marketing offices.
During October 2003, the Company expanded its use of space and extended the
lease term at this location. The lease expires in 2008.
The Company leases office space in Omaha, Nebraska where it maintains
certain engineering laboratory space. The Omaha engineering laboratory space
lease expires 2006.
The Company believes its current facilities are adequate to support
normal and planned operations.
ITEM 3 - LEGAL PROCEEDINGS
In the ordinary course of its business operations, the Company is involved, from
time to time, in commercial litigation, employment disputes, administrative
proceedings and other legal proceedings. The Company, in 1992, entered into a
consent decree with the Environmental Protection Agency of the U.S. federal
government concerning its Lindsay, Nebraska facility which is included in the
agency's superfund sites as discussed in Note M to the consolidated financial
statements. While the ultimate results of any known legal matter are unknown at
this time, management does not believe that these matters, individually or in
the aggregate, are likely to have a material adverse effect on the Company's
consolidated financial condition, results of operations or cash flows.
ITEM 4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No matters were submitted to the vote of security holders during the fourth
quarter of fiscal 2003.
7
EXECUTIVE OFFICERS OF THE REGISTRANT
The executive officers of the Company, their ages, positions and past five years
experience are set forth below. Mr. Parod's employment agreement extends through
April 2005. All other officers are elected for one-year terms at the Board of
Directors meeting following the Company's annual shareholders' meeting. This
meeting is scheduled for January 21, 2004. There are no family relationships
between any director, executive officer or person nominated to become a director
or executive officer. There are no arrangements or understandings between any
executive officer and any other person to which he was selected as an officer.
AGE POSITION
--- --------
Richard W. Parod 50 President and Chief Executive Officer
Matthew T. Cahill 41 Vice President - Manufacturing
Thomas Costanza 37 Corporate Controller
Bruce C. Karsk 51 Executive Vice President, Chief Financial Officer,
Treasurer and Secretary
Dirk A. Lenie 49 Vice President - Marketing
Charles H. Meis 57 Vice President - Engineering
Robert S. Snoozy 57 Vice President - Domestic Sales
Douglas J. Twyford 48 Vice President - International Sales
Mr. Richard W. Parod is President and Chief Executive Officer of the
Company, and has held such positions since April 2000. Prior to that time and
since 1997, Mr. Parod was Vice President and General Manager of the Irrigation
Division of The Toro Company. Mr. Parod was employed by James Hardie Irrigation
from 1993 through 1997 becoming President in 1994. Mr. Parod has been a Director
since April 2000 when he began his employment with the Company.
Mr. Matthew T. Cahill is Vice President - Manufacturing of the Company,
and has held such position since October 2000 when he joined the Company. Prior
to that time and since 1997, Mr. Cahill held several positions with
Ingersoll-Rand; most recently as the Fabrication and Machining Operations
Manager - Road Machinery Division. From 1997 through early 2000 Mr. Cahill was a
Process Engineering Consultant - Corporate Technology Staff. Prior to his
employment with Ingersoll-Rand and since 1996 Mr. Cahill was Operations Manager
with ACG Incorporated. Mr. Cahill was the Manager Operations Support Engineering
for Ingersoll-Rand Fluid Products Division in 1995 and part of 1996.
Mr. Thomas Costanza is Corporate Controller of the Company, and has
held such position since May 2002 when he joined the Company. Prior to that time
and since 1999, Mr. Costanza was Controller of Bombardier, Inc.'s financial
services division. Prior to his employment with Bombardier and since 1998, Mr.
Costanza was Vice President and Chief Financial Officer with National Auto
Finance Company which was subsequently acquired by a subsidiary of General
Motors Acceptance Corp. Mr. Costanza's professional career began as a financial
auditor with Ernst & Young LLP and later included experience as Corporate Audit
Manager with Barnett Banks, Inc.
Mr. Bruce C. Karsk is Executive Vice President, Chief Financial
Officer, Treasurer and Secretary of the Company, and has held such positions
since January 2001. From 1984 through January 2001 Mr. Karsk was Vice President
- - Finance, Treasurer and Secretary. Prior to that time, and since 1981, Mr.
Karsk had been the Controller. Mr. Karsk began his employment with the Company
in 1979.
Mr. Dirk A. Lenie is Vice President - Marketing of the Company, and has
held such position since November 2000 when he joined the Company. Prior to that
time, and since 1997, Mr. Lenie was Director of Sales and Marketing of
Residential/Commercial Irrigation Division of The Toro Company. Prior to Toro,
Mr. Lenie was employed by Pacific Enterprises (the holding company of Southern
California Gas) as Director of Seismic Safety Products in 1996/1997 and as
Director of Product Development in 1995/1996. From 1981 through 1995 Mr. Lenie
held several sales and marketing positions with Rain Bird Corporation.
Mr. Charles H. Meis is Vice President - Engineering of the Company, and
has held such position since 1975. Mr. Meis began his employment with the
Company in 1971.
Mr. Robert S. Snoozy is Vice President - Domestic Sales of the Company,
and has held such position since 1997. From 1986 through 1997 Mr. Snoozy was
Vice President of Sales and Marketing. Prior to that time, and since 1978, he
had been Vice President of Marketing. Mr. Snoozy began his employment with the
Company in 1973.
Mr. Douglas J. Twyford is Vice President - International Sales of the
Company, and has held such position since June 2003 when he joined the Company.
Prior to that time, and since March 1996, Mr. Twyford held various positions
within United Technologies Corporation affiliated companies, most recently as
Vice President - Global Sales & Marketing for Sundyne Corporation.
8
PART II
ITEM 5 - MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED SHAREHOLDER
MATTERS
Lindsay Common Stock trades on the New York Stock Exchange, Inc. (NYSE) under
the ticker symbol "LNN". As of November 17, 2003 there were approximately 170
shareholders of record and an estimated 2,200 beneficial shareholders.
The following table sets forth for the periods indicated the range of the high
and low sales price and dividends paid:
Fiscal 2003 Stock Price Fiscal 2002 Stock Price
--------------------------- ---------------------------
HIGH LOW DIVIDENDS HIGH LOW DIVIDENDS
------ ------ --------- ------ ------ ---------
First Quarter $25.70 $20.95 $0.035 $18.86 $16.50 $0.035
Second Quarter 25.24 18.45 0.035 21.60 18.30 0.035
Third Quarter 23.00 17.75 0.035 25.85 20.10 0.035
Fourth Quarter 24.45 20.00 0.050 24.10 20.00 0.035
Year $25.70 $17.75 $0.155 $25.85 $16.50 $0.140
ITEM 6 - SELECTED FINANCIAL DATA
(IN MILLIONS, EXCEPT PER SHARE AMOUNTS) FOR THE YEARS ENDED AUGUST 31,
- --------------------------------------- ------------------------------
2003 2002 2001 2000 1999 1998
---- ---- ---- ---- ---- ----
Operating revenues $ 163.4 $ 145.9 $ 126.7 $ 129.8 $ 116.7 $ 155.7
Gross profit 39.7 32.9 27.9 31.6 30.6 42.8
Selling, general and
administrative, and
engineering and research
expenses (3) 23.4 19.8 17.2 15.0 15.4 15.5
Restructuring charges - - 0.9 - - -
Operating Income (3) 16.4 13.1 9.8 16.6 15.2 27.3
Earnings before cumulative
effect of accounting change (1) (3) (4) 12.9 10.7 8.2 13.4 12.9 23.7
Net earnings (3) (4) 12.9 10.7 8.2 13.4 12.9 23.7
Earnings before cumulative
effect of accounting
change per share (1) (2) (3) (4) 1.08 0.90 0.69 1.07 0.97 1.63
Net earnings per share (2) (3) (4) 1.08 0.90 0.69 1.07 0.97 1.63
Cash dividends per share 0.155 0.14 0.14 0.14 0.14 0.125
Property, plant and
equipment, net 13.9 14.5 14.9 15.9 15.4 14.1
Total assets (3) 130.7 114.7 101.9 97.2 101.6 109.9
Long-term obligation - - - - - 0.01
Return on sales 7.9% 7.4% 6.5% 10.3% 11.1% 15.2%
Return on beginning assets (5) 11.2% 10.7% 8.4% 13.2% 11.7% 21.8%
Diluted weighted average
shares 11.896 11.858 11.900 12.503 13.285 14.556
(IN MILLIONS, EXCEPT PER SHARE AMOUNTS) FOR THE YEARS ENDED AUGUST 31,
- --------------------------------------- ------------------------------
1997 1996 1995 1994
---- ---- ---- ----
Operating revenues $ 158.3 $ 136.2 $ 111.8 $ 112.7
Gross profit 40.9 32.7 25.9 25.7
Selling, general and
administrative, and
engineering and research
expenses (3) 14.2 13.2 11.7 11.4
Restructuring charges - - - -
Operating Income (3) 26.7 19.5 14.2 14.3
Earnings before cumulative
effect of accounting change (1) (3) 20.3 16.7 11.9 11.4
Net earnings (3) (4) 20.3 16.7 11.9 12.1
Earnings before cumulative
effect of accounting
change per share (1) (2) (3) 1.36 1.10 0.74 0.69
Net earnings per share (2) (3) (4) 1.36 1.10 0.74 0.74
Cash dividends per share 0.091 0.067 - -
Property, plant and
equipment, net 11.1 9.7 7.2 5.6
Total assets (3) 108.7 97.3 86.5 88.6
Long-term obligation 0.3 - - -
Return on sales 12.8% 12.3% 10.6% 10.7%
Return on beginning assets (5) 20.9% 19.3% 13.4% 14.9%
Diluted weighted average
shares 14.980 15.226 15.993 16.418
(1) In 1994 the Company adopted the Financial Accounting Standards Board's
Statement of Financial Accounting Standard No. 109, "Accounting for Income
Taxes".
(2) Per share amounts are calculated using diluted average shares outstanding.
(3) The amounts shown above for fiscal years 1994-2002 have been restated to
reflect the impact of cumulative cash surrender value of life insurance
policies.
(4) Fiscal 1998 includes non-operating income of $4.0 million ($2.7 after
taxes) or $0.18 per share from the settlement of a litigation.
(5) Defined as net earnings divided by beginning of period total assets.
9
ITEM 7 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATION
CONCERNING FORWARD-LOOKING STATEMENTS - This Annual Report on Form 10-K contains
not only historical information, but also forward-looking statements within the
meaning of Section 27A of the Securities Act of 1933 and Section 21E of the
Securities Exchange Act of 1934. Statements that are not historical are
forward-looking and reflect expectations for future company performance. In
addition, forward-looking statements may be made orally or in press releases,
conferences, reports, on the Company's worldwide web site, or otherwise, in the
future by or on behalf of the Company. When used by or on behalf of the company,
the words "expect", "anticipate", "estimate", "believe", "intend", and similar
expressions generally identify forward-looking statements. The entire section
entitled Market Conditions and Fiscal 2004 Outlook should be considered
forward-looking statements. For these statements, the Company claims the
protection of the safe harbor for forward-looking statements contained in the
Private Securities Litigation Reform Act of 1995.
Forward-looking statements involve a number of risks and uncertainties,
including but not limited to those discussed in the "Risk Factors" section
below. Readers should not place undue reliance on any forward-looking statement
and should recognize that the statements are predictions of future results which
may not occur as anticipated. Actual results could differ materially from those
anticipated in the forward-looking statements and from historical results, due
to the risks and uncertainties described herein, as well as others not now
anticipated. The risks and uncertainties described herein are not exclusive and
further information concerning the Company and its businesses, including factors
that potentially could materially affect the Company's financial results, may
emerge from time to time. Except as required by law, the Company assumes no
obligation to update forward-looking statements to reflect actual results or
changes in factors or assumptions affecting such forward-looking statements.
RESTATEMENT
Prior to 2003, the Company had not recorded the cumulative cash surrender value
of certain life insurance policies the Company maintains on current and former
executive officers that had accumulated since 1994. These policies were obtained
in 1993 to insure the potential liability under the supplemental retirement plan
for these executives. The Company is the sole named beneficiary and owner of
these policies, which are held in trust. The annual premium payments for these
policies were made from calendar years 1993 through 2000. The Company had
previously expensed the premiums when paid and had not recorded the increases in
the cash surrender values of the policies. After reviewing this accounting
treatment further, the Company has restated its financial statements for 2002
and 2001 to record the cumulative cash surrender value as a correction of error
in prior periods. The result of the restatement was an increase of $1.7 million
in other assets and retained earnings as of August 31, 2002. The effect of the
restatement on previously reported operating results is summarized in Note B to
the consolidated financial statements. The effect of the restatement on
previously reported annual financial statements was not material. There is no
effect of the restatement on previously reported cash flows. The Company now
records the change in the cash surrender value of these life insurance policies
on a current basis.
CRITICAL ACCOUNTING POLICIES
In preparing the consolidated financial statements in conformity with accounting
principles generally accepted in the United States of America ("GAAP"),
management must make a variety of decisions which impact the reported amounts
and the related disclosures. Such decisions include the selection of the
appropriate accounting principles to be applied and the assumptions on which to
base accounting estimates. In reaching such decisions, management applies
judgment based on its understanding and analysis of the relevant circumstances.
Certain of the Company's accounting policies are critical, as these
policies are most important to the presentation of the Company's consolidated
results of operations and financial condition. They require the greatest use of
judgments and estimates by management based on the Company's historical
experience and management's knowledge and understanding of current facts and
circumstances. Management periodically re-evaluates and adjusts the estimates
that are used as circumstances change. There were no significant changes in
critical accounting policies during fiscal 2003. Following are the accounting
policies management considers critical to the Company's consolidated results of
operations and financial condition:
10
REVENUE RECOGNITION
Revenues from the sale of the Company's irrigation products to its independent
dealers are recognized upon delivery of the product to the dealer. The Company
has no post delivery obligations to its independent dealers other than standard
warranties. Revenues for sales of irrigation products by Irrigation Specialists
are recognized when the product or service is delivered to the end-user
customers. Revenues from the sale of the Company's diversified products are
recognized when the product is delivered to the customer. Revenues and gross
profits on intercompany sales are eliminated in consolidation.
The costs related to revenues are recognized in the same period in
which the specific revenues are recorded. Shipping and handling revenue is
reported as a component of operating revenues. Shipping and handling costs are
reported as a component of cost of operating revenues. Shipping and handling
revenues and costs are not significant to total operating revenues or cost of
operating revenues. Customer rebates, cash discounts and other sales incentives
are recorded as a reduction of revenues at the time of the original sale. Other
sales incentives such as guarantees issued by the Company to support end-user
customer financing are recognized as cost of sales. Estimates used in the
recognition of operating revenues and cost of operating revenues include, but
are not limited to, estimates for rebates payable and cash discounts expected.
INVENTORIES
Inventories are stated at the lower of cost or market. Cost is determined by the
last-in, first-out (LIFO) method for the Lindsay, Nebraska operation's
inventories. Cost is determined by the weighted average method for inventories
at the Company's other operating locations. At all locations, the Company
reserves for obsolete, slow moving and excess inventory by estimating the net
realizable value based on the potential future use of such inventory.
Note A to the consolidated financial statements provides a summary of the
significant accounting policies followed in the preparation of the financial
statements. Other footnotes describe various elements of the financial
statements and the assumptions on which specific amounts were determined. While
actual results could differ from those estimated at the time of preparation of
the consolidated financial statements, management is committed to preparing
financial statements which incorporate accounting policies, assumptions, and
estimates that promote the representational faithfulness, verifiability,
neutrality, and transparency of the accounting information included in the
consolidated financial statements.
11
RESULTS OF OPERATIONS
The following "Fiscal 2003 Compared to 2002" and the "Fiscal 2002 Compared to
2001" sections present an analysis of the Company's consolidated operating
results displayed in the Consolidated Statements of Earnings and should be read
together with the industry segment information in Note Q to the financial
statements.
FISCAL 2003 COMPARED TO 2002
The following table provides highlights for fiscal 2003 compared with fiscal
2002:
FOR THE YEARS ENDED % INCREASE
AUGUST 31, (DECREASE)
---------- ----------
($ IN THOUSANDS) 2003 2002
---------------- ---- ----
Consolidated
Operating revenues...................... $163,374 $145,890 12.0%
Cost of operating revenues.............. $123,628 $112,963 9.4
Gross profit.......................... $ 39,746 $ 32,927 20.7
Gross margin............................ 24.3% 22.6%
Selling, engineering and research, and
general and administrative expenses... $ 23,380 $ 19,811 18.0
Operating income........................ $ 16,366 $ 13,116 24.8
Operating margin...................... 10.0% 9.0%
Interest income, net.................... $ 1,577 $ 1,647 (4.3)
Other income, net....................... $ 844 $ 617 36.8
Income tax provision.................... $ 5,900 $ 4,650 26.9
Effective income tax rate............... 31.4% 30.2%
Net earnings............................ $ 12,887 $ 10,730 20.1
Irrigation Equipment Segment (See Note Q)
Operating revenues...................... $151,320 $132,718 14.0
Operating income........................ $ 27,992 $ 22,216 26.0
Operating margin........................ 18.5% 16.7%
Diversified Products Segment (See Note Q)
Operating revenues...................... $ 12,054 $ 13,172 (8.5)
Operating income........................ $ 1,237 $ 1,907 (35.1)%
Operating margin........................ 10.3% 14.5%
REVENUES
Operating revenues for fiscal 2003 increased by $17.5 million or 12% over fiscal
2002. This increase was attributable to irrigation equipment revenues which
included full year revenues from Irrigation Specialists which was acquired in
March 2002, the new operations in Brazil, which was acquired in April 2002, and
the South African operation which commenced in September 2002. These operations
contributed operating revenue growth of $18.7 million.
Domestic irrigation equipment revenues increased by $12.9 million or
13% over fiscal 2002. The increase was largely due to new revenues of $9.1
million from Irrigation Specialists, which was acquired in March 2002. In
addition, domestic revenues remained strong in sections of the Midwest that were
adversely affected by drought conditions during 2002. Overall, strong
agricultural commodity prices, greater domestic net cash farm income and the
federal government sponsored Environmental Quality Incentives Program (EQIP)
program increased demand for irrigation equipment purchases by enhancing grower
profitability and liquidity. Low interest rates and accelerated federal tax
depreciation schedules have also supported domestic irrigation equipment
purchases.
International irrigation equipment revenues increased by $5.7 million
or 17% compared to fiscal 2002 due primarily to an increase in revenues from the
Company's foreign operations, which increased $12.2 million over fiscal 2002,
partially offset by a decrease in revenues from export sales to the Middle East
region due to the political unrest there and lower sales to Canadian markets due
to less favorable market conditions there. In total, for fiscal 2003,
international revenues were 23.5% of total revenues, up from 22.4% of revenues
in the previous year. See Note Q to the consolidated financial statements.
Diversified revenues decreased $1.1 million or 9% compared to fiscal
2002. Fiscal 2003's diversified products revenues decreased due to contract
manufacturing customers relying less on outsourced manufacturing. During fiscal
2003, the Company added key management and sales resources resulting in improved
diversified revenues during the later half of the fiscal year compared to the
same prior year period. Deere & Company, New Holland North America, Inc. and
Caterpillar each continued to be important customers.
12
GROSS MARGIN
Gross margin of 24.3% for fiscal 2003 was improved over the 22.6% for fiscal
2002. Gross margin was positively impacted during the year by cost controls,
increased manufacturing throughput which spreads fixed costs over higher volumes
of production, an improved pricing environment and a more favorable product mix
compared to fiscal 2002.
OPERATING EXPENSES
Operating expenses during fiscal 2003 increased by $3.6 million or 18% over
fiscal 2002. This increase is primarily reflecting increases in selling expenses
and general and administrative expenses by $1.7 million or 19% each including
advertising costs and professional fees. $2.4 million of the $3.6 million total
increase in operating expenses reflects the full year of expenditures of
Irrigation Specialists which was acquired in March 2002 and the full year
operation of foreign operations in Brazil which was acquired in April 2002 and
South Africa which formed in September 2002. The Company generally expects to be
able to begin to leverage SG&A expenses during fiscal 2004 through higher
volumes, primarily at its foreign operations.
INTEREST INCOME, OTHER INCOME AND TAXES
Fiscal 2003 interest income was comparable to fiscal 2002, decreasing only
$70,000. The decrease in interest income was due to a lower average interest
yield on the Company's investments, partially offset by an increase in the
amount invested. The Company's interest income is primarily generated from its
investments in short-term (0 to 12 months) and intermediate-term (12 to 40
months) investment grade municipal bonds, on which interest earnings are exempt
from federal income taxes, and short-term investment grade commercial paper.
Fiscal 2003 other income increased by $227,000 over fiscal 2002,
primarily from foreign currency transaction gains.
The effective tax rate during fiscal 2003 was 31.4% compared to 30.2%
for the prior year. The increased effective tax rate reflects a combination of
higher statutory tax rates and the lower mix of tax exempt interest income to
total earnings before income taxes. The Company benefits from an effective tax
rate which is lower than the combined federal and state statutory rates
primarily due to the federal tax-exempt status of interest income from its
municipal bond investments.
NET EARNINGS
Net earnings rose 20% to $12.9 million, or $1.08 per diluted share, for fiscal
2003, compared with $10.7 million, or $0.90 per diluted share, for fiscal 2002.
13
FISCAL 2002 COMPARED TO 2001
The following table provides highlights for fiscal 2002 compared with fiscal
2001.
FOR THE YEARS ENDED % INCREASE
AUGUST 31, (DECREASE)
---------- ----------
($ IN THOUSANDS) 2002 2001
---------------- ---- ----
Consolidated
Operating revenues.................................... $ 145,890 $ 126,669 15.2%
Cost of operating revenues............................ $ 112,963 $ 98,739 14.4
Gross profit.......................................... $ 32,927 $ 27,930 17.9
Gross margin.......................................... 22.6% 22.0%
Selling, engineering and research, and
general and administrative expenses................ $ 19,811 $ 17,223 15.0
Restructuring charges................................. $ - $ 899 N/A
Operating income...................................... $ 13,116 $ 9,808 33.7
Operating margin...................................... 9.0% 7.7%
Interest income, net.................................. $ 1,647 $ 1,754 (6.1)
Other income, net..................................... $ 617 $ 58 963.8
Income tax provision.................................. $ 4,650 $ 3,440 35.2
Effective income tax rate............................. 30.2% 29.6%
Net earnings.......................................... $ 10,730 $ 8,180 31.2
Irrigation Equipment Segment (See Note Q)
Operating revenues.................................... $ 132,718 $ 106,892 24.2
Operating income...................................... $ 22,216 $ 16,579 34.0
Operating margin...................................... 16.7% 15.5%
Diversified Products Segment (See Note Q)
Operating revenues.................................... $ 13,172 $ 19,777 (33.4)
Operating income...................................... $ 1,907 $ 3,252 (41.4)%
Operating margin...................................... 14.5% 16.4%
REVENUES
Fiscal 2002 operating revenues were 15% greater than fiscal 2001. Of this
increase, $6.4 million was attributable to acquisitions of Irrigation
Specialists Inc. and Lindsay America do Sul Ltda., which were completed during
the third quarter of fiscal 2002. Excluding revenues from these acquisitions,
fiscal 2002 operating revenues increased $12.8 million or 10%.
Fiscal 2002 irrigation equipment revenues were 24% greater than fiscal
2001. Fiscal 2002 irrigation equipment revenues reflected incremental revenues
from new operations, an expanded product offering and increased demand due to
drier weather conditions in several key irrigation markets and improving
commodity prices during the later part of fiscal 2002. Fiscal 2002 began slowly,
coming off of a year clouded with uncertainty over a pending farm bill and
sluggish commodity prices. During the year, demand in the Company's domestic
irrigation market improved due to dry growing conditions and higher agricultural
commodity prices. The U.S. Farm Bill was passed in the spring, which included
the EQIP funds, to be used, in part, to aid farmers in improving water use
efficiencies and in reducing soil erosion. The Company also added new products
to its irrigation equipment offering through acquisition, strategic alliances,
and internal development which added to revenues in 2002.
Demand in the Company's international market for agricultural
irrigation equipment improved, in total, during fiscal 2002. The international
revenue growth improved due to agricultural development projects and stronger
global commodity prices. The European, African and Middle Eastern regions had
revenue growth part due to growth at the Company's Lindsay Europe, SA operation.
The Mexican and Latin American regions had revenue growth in part due to the
Company's establishment of a local operation, Lindsay America do Sul Ltda., in
April 2002. See Note Q to the consolidated financial statements.
Fiscal 2002 diversified products revenues reflected a 33% decrease from
the prior year. Fiscal 2002 diversified products revenues decreased due to
contract manufacturing customers relying less on outsourced manufacturing.
14
GROSS MARGIN
Gross margin of 22.6% for fiscal 2002 was an improvement over the prior year's
22.0%. Gross margin was positively impacted during the year by better cost
controls and increased manufacturing throughput which spreads fixed costs over
higher volumes of production, and a favorable product pricing mix. Average
selling prices for irrigation equipment increased slightly during the year, but
these price increases were partially offset by raw material cost increases,
primarily steel costs.
OPERATING EXPENSES
Fiscal 2002 total operating expenses were increased by $1.5 million or
8% over fiscal 2001. Fiscal 2001 total operating expenses included an $899,000
restructuring charge for writing down, to net realizable value, the value of
manufacturing equipment and processes that were discontinued. Excluding the
impact of the fiscal 2001 restructuring charge, fiscal 2002 total operating
expenses were increased by $2.4 million or 14% over fiscal 2001. Fiscal 2002
selling expense increased by $1.6 million over fiscal 2001. Fiscal 2002 general
and administrative expense increased by $745,000 over fiscal 2001. During fiscal
2002, the Company incurred incremental start-up and operating expenses totaling
$740,000, primarily personnel costs, as a result of its two third quarter
acquisitions. Additionally, general and administrative expenses include
increases of group and general liability insurance costs.
INTEREST INCOME, OTHER INCOME AND TAXES
The 6% decrease in interest income was due to a lower average interest rate on
the Company's investments, partially offset by an increase in the amount
invested. The Company's interest income is primarily generated from its
investments in short-term (0 to 12 months) and intermediate-term (12 to 42
month) investment grade municipal bonds, on which interest earnings are exempt
from federal income taxes, and short-term investment grade commercial paper
interest income.
Fiscal 2002 other income increased as the result of increased earnings
from minority equity investments, foreign currency gains and the gains on sales
of fixed assets.
The effective tax rate during the year ended August 31, 2002 was 30.2%
compared to 29.6% for the prior year.
NET EARNINGS
Net earnings rose 31% to $10.7 million, or $0.90 per diluted share, for fiscal
2002, compared with $8.2 million, or $0.69 per diluted share, for fiscal 2001.
LIQUIDITY AND CAPITAL RESOURCES
The discussion of liquidity and capital resources refers to the balance sheet
and statement of cash flows. The Company requires cash for financing its
receivables, inventories, capital expenditures, stock repurchases and dividends.
Historically, the Company has financed its growth through funds provided by
operations.
Cash flows provided by operations totaled $15.3 million in fiscal 2003
compared to $11.2 million in fiscal 2002. The cash flows provided by operating
activities in fiscal 2003 were primarily due to net earnings adjusted for
depreciation and amortization, changes in assets and liabilities including
decreased receivables offset with increased inventories and other non-current
assets and liabilities. Depreciation and amortization totaled $3.5 million in
fiscal 2003 compared to $3.4 million in fiscal 2002 and is expected to modestly
increase in fiscal 2004. Inventories increased $2.6 million as of August 31,
2003 over prior year due to growth at the Company's subsidiary operations and
due to an increase in finished goods inventory that had previously been
accounted for as consignment. Accounts receivable decreased $2.5 million as of
August 31, 2003 over prior year.
Cash flows used in investing activities of $10.5 million for fiscal
2003 compared to $15.3 million for fiscal 2002. The cash flows used in investing
activities in fiscal 2003 were primarily attributable to purchases of
available-for-sale and held-to-maturity marketable securities and capital
expenditures partially offset by proceeds from the maturity of held-to-maturity
marketable securities.
Capital expenditures were $1.9 million during fiscal 2003 compared to
$2.2 million in fiscal 2002. Fiscal 2003 capital expenditures were used
primarily for updating manufacturing plant and equipment and to further automate
the Company's facilities. Capital expenditures for fiscal 2004 are expected to
be approximately $3.0 to $4.0 million and will be used to improve the Company's
facilities, expand its manufacturing capabilities and increase productivity.
Cash flows used in financing activities of $1.8 million for fiscal 2003
compared to $1.1 million for fiscal 2002, were primarily attributable to
dividends paid. Proceeds from exercise of options were approximately $500,000
less during fiscal 2003 as compared to fiscal 2002. The Company did not
repurchase any of its common stock during fiscal 2003 or fiscal 2002.
The Company's cash and total marketable securities totaled $62.8
million at August 31, 2003 compared to $51.1 million at August 31, 2002. The
Company's marketable securities consist primarily of tax exempt municipal debt
with remaining maturities of up to 41 months.
The Company has an agreement with a commercial bank for a $10.0 million
unsecured revolving line of credit through December 28, 2003. There have been no
borrowings made under the revolving line of credit. Borrowings will bear
interest at a rate equal to one percent per annum under the rate in effect from
time to time and designated by the commercial bank as its
15
National Base Rate (4.00% at August 31, 2003). The Base Rate will not be less
than 4.00%. The Company expects to renew this line of credit on substantially
similar terms.
The Company believes its capitalization (including cash and marketable
securities balances), operating cash flow and bank line of credit are sufficient
to cover expected working capital needs, planned capital expenditures, dividends
and any repurchases of common stock.
INFLATION
The Company is subject to the effects of changing prices. During fiscal 2003,
the Company realized stabilized pricing for purchases of certain commodities,
and in particular steel products, used in the production of its products. While
the cost outlook for commodities used in the Company's production of its
products is not certain, management believes it can manage these inflationary
pressures by actively pursuing internal cost reduction efforts and by
introducing appropriate sale price adjustments.
OFF-BALANCE SHEET ARRANGEMENTS
Although the Company has certain off balance sheet arrangements as described in
Note P to the consolidated financial statements, these arrangements have not
had, nor does the Company believe these arrangements are reasonably likely to
have a material effect on the Company's financial condition.
MARKET CONDITIONS AND FISCAL 2004 OUTLOOK
Excluding any new acquisitions, the Company expects increased earnings on
revenue growth of about 8% to 10% for fiscal 2004. The majority of fiscal 2004's
increase in revenues and earnings is expected to occur during the Company's
second (ending February 28th) and third (ending May 31st) quarters.
The Company anticipates further expansion in its U.S. operations. In
the international markets, the Company expects to continue to grow sales through
its new operations and stronger export sales. The Company continues to view the
international markets as its biggest opportunity to improve sales and margins
for the next fiscal year. While its international operations are relatively new,
the Company remains pleased with their progress in gaining market share and
improving operational efficiency. The Company will continue to seek high-margin
export business in other regions such as the Middle East, Mexico and Australia.
The Company's Diversified Manufacturing business continues to show
signs of improvement and potential growth opportunities for diversified have
emerged.
RISK FACTORS
THE COMPANY'S DOMESTIC AND INTERNATIONAL IRRIGATION EQUIPMENT SALES ARE HIGHLY
DEPENDENT ON THE AGRICULTURAL INDUSTRY. The Company's domestic and international
irrigation equipment sales are highly dependent upon the need for irrigated
agricultural crop production which, in turn, depends upon many factors including
total worldwide crop production, the profitability of agricultural crop
production, agricultural commodity prices, aggregate net cash farm income,
governmental policies regarding the agricultural sector, water and energy
conservation policies, the regularity of rainfall, and foreign currency exchange
rate. As farm income decreases, farmers may postpone capital expenditures or
seek cheaper alternatives in the used irrigation equipment market.
THE COMPANY'S PROFITABILITY MAY BE NEGATIVELY AFFECTED BY INCREASES IN THE COST
OF RAW MATERIALS, LABOR AND ENERGY. There is a high level of price competition
in the market for irrigation equipment. Therefore, the Company may not be able
to recover all operating cost increases through price increases which would
result in reduced profitability. Whether increased operating costs can be passed
through to the customer depends on a number of factors, including farm income,
the regularity of rainfall and the price of competing products. The cost of raw
materials can be volatile and is dependent on a number of factors, including
availability, demand and freight costs.
THE COMPANY'S INTERNATIONAL IRRIGATION EQUIPMENT SALES ARE HIGHLY DEPENDENT ON
FOREIGN MARKET CONDITIONS. Approximately 20% of the Company's revenues are
generated from international sales. Specifically, international revenues are
generated in Australia, Canada, Central and Western Europe, Mexico, the Middle
East, South Africa and South America. In addition to general economic and
political stability, the Company's international sales are affected by
international trade barriers, including governmental policies on tariffs, taxes
and foreign currency exchange rates. International sales are also more
susceptible to disruption from political instability, armed hostilities and
similar incidents. While our international sales are in U.S. dollars,
fluctuations in foreign currency exchange rates affect the effective price of
our products in foreign countries which in turn can negatively affect
international sales.
16
THE COMPANY'S DIVERSIFIED PRODUCT REVENUES ARE DEPENDENT ON SALES TO A FEW LARGE
CUSTOMERS, THE LOSS OF WHICH COULD HAVE AN ADVERSE EFFECT ON OUR PROFITABILITY.
Approximately 7.5% of the Company's revenues are generated from sales of our
diversified products (outsource manufacturing services and the sale of large
diameter steel tubing). While we anticipate that Caterpillar Inc., Deere &
Company and New Holland North America, Inc. will each continue to be significant
outsource manufacturing customers, the loss of one or more of these customers
could have an adverse effect on the revenues we earn from outsource
manufacturing and our overall profitability.
COMPLIANCE WITH APPLICABLE ENVIRONMENTAL REGULATIONS OR STANDARDS MAY REQUIRE
ADDITIONAL CAPITAL AND OPERATIONAL EXPENDITURES. Like other manufacturing
concerns, the Company is subject to numerous laws and regulations which govern
environmental and occupational health and safety matters. The Company believes
that its operations are substantially in compliance with all such applicable
laws and regulations. Permits are or may be required for some of the operations
at its facilities. Although management believes that all currently required
permits have been obtained by the Company, as with all such permits, they are
subject to revocation, modification and renewal. Even where regulations or
standards have been adopted, they are subject to varying and conflicting
interpretations and implementation. The Company, in 1992, entered into a consent
decree with the Environmental Protection Agency of the U.S. federal government
concerning its Lindsay, Nebraska facility which is included in the agency's
superfund sites as discussed in Note M to the consolidated financial statements.
Compliance with applicable environmental regulations or standards may require
additional capital and operational expenditures. However, management does not
believe any material additional capital and operational expenditures in an
amount greater than the $250,000 reserved at August 31, 2003 for such issues are
currently required.
ITEM 7A - QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The Company is not subject to material market risks with respect to its
marketable securities because of their relatively short maturity (0 to 40
months) and the Company has the ability to hold the investments in these
marketable securities to maturity.
The Company attempts to manage its transactional foreign exchange
exposure by monitoring foreign currency cash flow forecasts and commitments
arising from the settlement of receivables and payables, and from future
purchases and sales. The Company sells products in over 90 countries and, as a
result, is subject to foreign currency exchange rate. This risk is substantially
mitigated because essentially all export sales from the Company's U.S.
manufacturing facility are denominated in U.S. dollars. However, sales from the
Company's manufacturing facilities in France, Brazil and South Africa are
denominated in local currencies. As a result, the Company's most significant
transactional foreign currency exposures relate to fluctuations in the values of
the Euro, the Brazilian Rand and the South African Real in relation to the US
dollar. These fluctuations can negatively affect the Company's revenues as the
value of foreign currencies decline in relation to the U.S. dollar. The Company
also purchases components for its irrigation systems from foreign suppliers. The
cost of these goods will increase if the U.S. dollar devalues against the
foreign currency.
The Company's translation exposure resulting from translating the
financial statements of foreign subsidiaries into U.S. dollars is not hedged.
The most significant translation exposures are the Euro, Brazilian Real and
South African Rand in relation to the U.S. Dollar.
17
ITEM 8 - FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
STATEMENT OF MANAGEMENT RESPONSIBILITY
The consolidated financial statements and notes to the consolidated financial
statements of Lindsay Manufacturing Co. have been prepared by management, which
has the responsibility for their integrity and objectivity. The statements have
been prepared in accordance with accounting principles generally accepted in the
United States of America to reflect, in all material aspects, the substance of
financial events and transactions occurring during the respective periods.
/s/ RICHARD W. PAROD /s/ BRUCE C. KARSK
- ------------------------------------ --------------------------------
Richard W. Parod Bruce C. Karsk
President and Executive Vice President,
Chief Executive Officer Chief Financial Officer,
Treasurer and Secretary
REPORT OF INDEPENDENT AUDITORS
To the Board of Directors and Shareholders
Lindsay Manufacturing Co.:
We have audited the accompanying consolidated balance sheets of Lindsay
Manufacturing Co. and subsidiaries (the Company) as of August 31, 2003 and 2002,
and the related consolidated statements of operations, shareholders' equity and
comprehensive income, and cash flows for each of the years in the three-year
period ended August 31, 2003. In connection with our audits of the consolidated
financial statements, we have also audited the financial statement schedule
listed in Item 15(a)(2) of this Form 10-K. These consolidated financial
statements and financial statement schedule are the responsibility of the
Company's management. Our responsibility is to express an opinion on these
consolidated financial statements and financial statement schedule based on our
audits.
We conducted our audits in accordance with auditing standards generally
accepted in the United States of America. 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 consolidated financial statements referred to above
present fairly, in all material respects, the financial position of Lindsay
Manufacturing Co. and subsidiaries as of August 31, 2003 and 2002, and the
results of their operations and their cash flows for each of the years in the
three-year period ended August 31, 2003, in conformity with accounting
principles generally accepted in the United States of America. Also, in our
opinion, the related financial statement schedule, when considered in relation
to the basic consolidated financial statements taken as a whole, presents
fairly, in all material respects, the information set forth therein.
/s/ KPMG LLP
------------
KPMG LLP
Omaha, Nebraska
October 10, 2003
18
LINDSAY MANUFACTURING CO.
CONSOLIDATED STATEMENTS OF OPERATIONS
YEARS ENDED AUGUST 31,
----------------------
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS) 2003 2002 2001
---------------------------------------- ---- ---- ----
Operating revenues............................................ $163,374 $145,890 $126,669
Cost of operating revenues.................................... 123,628 112,963 98,739
-------- -------- --------
Gross profit.................................................. 39,746 32,927 27,930
-------- ------- --------
Operating expenses:
Selling expense............................................ 10,517 8,804 7,200
General and administrative expense......................... 10,285 8,630 7,722
Engineering and research expense........................... 2,578 2,377 2,301
Restructuring charges...................................... - - 899
-------- ------- --------
Total operating expenses...................................... 23,380 19,811 18,122
-------- ------- --------
Operating income.............................................. 16,366 13,116 9,808
Interest income, net.......................................... 1,577 1,647 1,754
Other income, net............................................. 844 617 58
-------- ------- --------
Earnings before income taxes.................................. 18,787 15,380 11,620
Income tax provision.......................................... 5,900 4,650 3,440
-------- ------- --------
Net earnings.................................................. $ 12,887 $10,730 $ 8,180
======== ======= ========
Basic net earnings per share.................................. $ 1.10 $ 0.92 $ 0.70
======== ======= ========
Diluted net earnings per share................................ $ 1.08 $ 0.90 $ 0.69
======== ======= ========
Weighted average shares outstanding - basic................... 11,729 11,674 11,684
======== ======= ========
Weighted average shares outstanding - diluted................. 11,896 11,858 11,900
======== ======= ========
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY AND COMPREHENSIVE INCOME
SHARES OF CAPITAL IN
----------------------- EXCESS
COMMON TREASURY COMMON OF STATED RETAINED TREASURY
($ IN THOUSANDS) STOCK STOCK STOCK VALUE EARNINGS STOCK
---------------- ----- ----- ----- ----- -------- -----
Balance at August 31, 2000....................... 17,310,197 5,615,269 $ 17,310 $ 2,211 $ 147,622 $ (88,002)
Comprehensive income:
Net earnings.................................. - - - - 8,180 -
Other comprehensive income:
Currency translation...................... - - - - - -
Minimum pension liability................. - - - - - -
Total comprehensive income.......................
Cash dividends ($0.140 per share)................ - - - - (1,636) -
Net issued under stock option plan............... 57,832 - 7 (423) - -
Proceeds from stock option exercise.............. - - 51 345 - -
Stock option tax expense......................... - - - (54) - -
Acquisitions of common stock..................... - 108,800 - - - (1,896)
---------- ---------- ---------- ---------- ---------- ----------
Balance at August 31, 2001....................... 17,368,029 5,724,069 17,368 2,079 154,166 (89,898)
---------- ---------- ---------- ---------- ---------- ----------
Comprehensive income:
Net earnings.................................. - - - - 10,730 -
Other comprehensive income:
Currency translation...................... - - - - - -
Minimum pension liability, net of tax..... - - - - - -
Total comprehensive income.......................
Cash dividends ($0.140 per share)................ - - - - (1,631) -
Net issued under stock option plan............... 62,319 - 22 (349) - -
Proceeds from stock option exercise.............. - - 40 473 - -
Stock option tax benefits........................ - - - 269 - -
---------- ---------- ---------- ---------- ---------- ----------
Balance at August 31, 2002....................... 17,430,348 5,724,069 17,430 2,472 163,265 (89,898)
---------- ---------- ---------- ---------- ---------- ----------
Comprehensive income:
Net earnings.................................. - - - - 12,887 -
Other comprehensive income:
Unrealized loss on available
for sale securities...................... - - - - - -
Currency translation....................., - - - - - -
Minimum pension liability, net of tax..... - - - - - -
Total comprehensive income....................... -
Cash dividends ($0.155 per share)................ - - - - (1,819) -
Net issued under stock option plan............... 29,213 - 27 (56) - -
Proceeds from stock option exercise.............. - - 3 36 - -
Stock option tax benefits........................ - - - 32 - -
---------- ---------- ---------- ---------- ---------- ----------
Balance at August 31, 2003....................... 17,459,561 5,724,069 $ 17,460 $ 2,484 $ 174,333 $ (89,898)
========== ========== ========== ========== ========== ==========
ACCUMULATED
OTHER TOTAL
COMPREHENSIVE SHAREHOLDERS'
($ IN THOUSANDS) LOSS EQUITY
---------------- ---- ------
Balance at August 31, 2000.......................... $ (303) $ 78,838
Comprehensive income:
Net earnings..................................... - 8,180
Other comprehensive income:
Currency translation......................... (4) (4)
Minimum pension liability.................... (367) (367)
----------
Total comprehensive income.......................... 7,809
Cash dividends ($0.140 per share)................... - (1,636)
Net issued under stock option plan.................. - (416)
Proceeds from stock option exercise................. - 396
Stock option tax expense............................ - (54)
Acquisitions of common stock........................ - (1,896)
---------- ----------
Balance at August 31, 2001.......................... (674) 83,041
---------- ----------
Comprehensive income:
Net earnings..................................... - 10,730
Other comprehensive income:
Currency translation......................... (191) (191)
Minimum pension liability, net of tax........ - (49) (49)
----------
Total comprehensive income.......................... 10,490
Cash dividends ($0.140 per share)................... - (1,631)
Net issued under stock option plan.................. - (327)
Proceeds from stock option exercise................. - 513
Stock option tax benefits........................... 269
---------- ----------
Balance at August 31, 2002.......................... (914) 92,355
---------- ----------
Comprehensive income:
Net earnings..................................... - 12,887
Other comprehensive income:
Unrealized loss on available
for sale securities......................... (87) (87)
Currency translation........................, 1,357 1,357
Minimum pension liability, net of tax........ (444) (444)
----------
Total comprehensive income.......................... 13,713
Cash dividends ($0.155 per share)................... - (1,819)
Net issued under stock option plan.................. - (29)
Proceeds from stock option exercise................. - 39
Stock option tax benefits........................... - 32
---------- ----------
Balance at August 31, 2003.......................... $ (88) $ 104,291
========== ==========
The accompanying notes are an integral part of the consolidated financial
statements.
19
LINDSAY MANUFACTURING CO.
CONSOLIDATED BALANCE SHEETS
AT AUGUST 31,
-------------
($ IN THOUSANDS, EXCEPT PAR VALUES) 2003 2002
----------------------------------- ---- ----
ASSETS
Current assets:
Cash and cash equivalents............................................................ $ 15,368 $ 12,425
Marketable securities................................................................ 8,770 13,289
Receivables.......................................................................... 22,970 23,729
Inventories.......................................................................... 20,019 15,583
Deferred income taxes................................................................ 2,301 1,499
Other current assets................................................................. 1,010 782
--------- ---------
Total current assets.................................................................... 70,438 67,307
Long-term marketable securities......................................................... 38,674 25,419
Property, plant and equipment, net...................................................... 13,889 14,512
Other noncurrent assets................................................................. 8,219 7,480
--------- ---------
Total assets............................................................................ $ 131,220 $ 114,718
========= =========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable..................................................................... $ 8,228 $ 6,068
Other current liabilities............................................................ 16,053 13,984
--------- ---------
Total current liabilities............................................................... 24,281 20,052
Pension benefits liabilities............................................................ 2,315 1,688
Other noncurrent liabilities............................................................ 333 623
--------- ---------
Total liabilities....................................................................... 26,929 22,363
--------- ---------
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,
17,459,561 and 17,430,348 shares issued in 2003 and 2002, respectively)........... 17,460 17,430
Capital in excess of stated value.................................................... 2,484 2,472
Retained earnings.................................................................... 174,333 163,265
Less treasury stock (at cost, 5,724,069 shares)...................................... (89,898) (89,898)
Accumulated other comprehensive loss, net............................................ (88) (914)
--------- ---------
Total shareholders' equity.............................................................. 104,291 92,355
--------- ---------
Total liabilities and shareholders' equity.............................................. $ 131,220 $ 114,718
========= =========
The accompanying notes are an integral part of the consolidated financial
statements.
20
LINDSAY MANUFACTURING CO.
CONSOLIDATED STATEMENTS OF CASH FLOWS
YEARS ENDED AUGUST 31,
----------------------
($ IN THOUSANDS) 2003 2002 2001
---------------- ---- ---- ----
CASH FLOWS FROM OPERATING ACTIVITIES
Net earnings........................................................... $ 12,887 $ 10,730 $ 8,180
Adjustments to reconcile net earnings to net cash
provided by operating activities:
Depreciation and amortization....................................... 3,525 3,402 3,359
Non-cash restructuring charges relating to write-down............... - - 749
Amortization of marketable securities premiums, net................. (145) (212) (311)
(Gain) loss on sale of property, plant and equipment................ (76) (78) 10
Provision for uncollectible accounts receivable..................... (275) 271 87
Deferred income taxes............................................... 1,388 (242) 914
Stock option tax benefits (expense)................................. 32 269 (54)
Equity in net earnings of equity-method investments................. (125) (253) (4)
Other, net.......................................................... (152) (268) (219)
Changes in assets and liabilities:
Receivables, net.................................................... 2,514 628 (2,488)
Inventories, net.................................................... (2,578) (2,720) 2,898
Other current assets................................................ (563) (308) (245)
Accounts payable, trade............................................. (564) (2,177) (584)
Other current liabilities........................................... 189 1,347 (1,559)
Current taxes payable............................................... 330 397 (426)
Other noncurrent assets and liabilities............................. (1,080) 450 (686)
-------- -------- --------
Net cash provided by operating activities........................... 15,307 11,236 9,621
-------- -------- --------
CASH FLOWS FROM INVESTING ACTIVITIES
Purchases of property, plant and equipment............................. (1,918) (2,217) (2,929)
Acquisitions of businesses............................................. - (4,813) (1,010)
Proceeds from sale of property, plant and equipment.................... 63 206 58
Purchases of marketable securities held-to-maturity.................... (12,465) (15,904) (10,049)
Proceeds from maturities of marketable securities held-to-maturity..... 14,232 7,555 22,890
Purchases of marketable securities available-for-sale.................. (10,445) - -
Equity investment...................................................... - (80) (975)
-------- -------- --------
Net cash (used in) provided by investing activities.................... (10,533) (15,253) 7,985
-------- -------- --------
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from exercise of options under stock option plan.............. 39 513 396
Dividends paid......................................................... (1,819) (1,631) (1,636)
Purchases of treasury stock............................................ - - (1,896)
-------- -------- --------
Net cash used in financing activities.................................. (1,780) (1,118) (3,136)
-------- -------- --------
Effect of foreign exchange rate changes on cash........................ (51) (15) -
Net increase (decrease) in cash and cash equivalents................... 2,943 (5,150) 14,470
Cash and cash equivalents, beginning of period......................... 12,425 17,575 3,105
-------- -------- --------
Cash and cash equivalents, end of period............................... $ 15,368 $ 12,425 $ 17,575
======== ======== ========
SUPPLEMENTAL CASH FLOW INFORMATION
Income taxes paid...................................................... $ 5,753 $ 4,397 $ 3,587
Interest paid.......................................................... $ 73 $ 140 $ 82
The accompanying notes are an integral part of the consolidated financial
statements.
21
LINDSAY MANUFACTURING CO.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
A. DESCRIPTION OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES
Lindsay Manufacturing Co. (the "Company" or "Lindsay") manufactures automated
agricultural irrigation systems and sells these products in both the U.S. and
international markets. The Company also manufactures large diameter steel tubing
products and manufactures and assembles agricultural and construction equipment
on a contract manufacturing basis for other manufacturers. The Company's
principal operating facilities are located in Lindsay, Nebraska, USA. The
Company's corporate office is located in Omaha, Nebraska, USA. The Company also
has foreign operating subsidiaries which manufacture irrigation equipment in
France, Brazil and South Africa, and owns a retail irrigation dealership with
three locations in the State of Washington ("Irrigation Specialists").
Notes to the consolidated financial statements describe various
elements of the financial statements and the assumptions on which specific
amounts were determined. While actual results could differ from those estimated
at the time of preparation of the consolidated financial statements, management
is committed to preparing financial statements, which incorporate accounting
policies, assumptions, and estimates that promote the representational
faithfulness, verifiability, neutrality, and transparency of the accounting
information included in the consolidated financial statements.
The significant accounting policies of the Company are as follows:
(1) PRINCIPLES OF CONSOLIDATION
The consolidated financial statements include the accounts of the Company and
its subsidiaries. Significant intercompany balances and transactions are
eliminated in consolidation.
(2) STOCK BASED COMPENSATION
The Company maintains a stock option plan and accounts for this plan under the
recognition and measurement principles of APB Opinion No. 25, "Accounting for
Stock Issued to Employees," and related interpretations. No stock-based employee
compensation cost is reflected in net income, as all options granted under this
plan had an exercise price equal to the market value of the underlying common
stock on the date of grant. The following table illustrates the effect on net
income and net earnings per share as if the Company had applied the fair value
expense recognition provisions of FASB Statement No. 123, "Accounting for
Stock-Based Compensation", to employee stock option grants.
FOR THE TWELVE MONTHS ENDED AUGUST 31,
--------------------------------------
$ IN THOUSANDS, EXCEPT PER SHARE AMOUNTS 2003 2002 2001
---------------------------------------- ---- ---- ----
Net earnings - as reported............................................... $12,887 $ 10,730 $ 8,180
Deduct:
Total stock-based employee compensation expense determined under
fair value based method for all awards, net of related tax effects.... (1,057) (1,191) (994)
------- -------- --------
Pro forma net earnings................................................... $11,830 $ 9,539 $ 7,186
======= ======== ========
Earnings per share:
Basic-as reported..................................................... $ 1.10 $ 0.92 $ 0.70
Basic-pro forma....................................................... $ 1.01 $ 0.82 $ 0.62
Diluted-as reported................................................... $ 1.08 $ 0.90 $ 0.69
Diluted-pro forma..................................................... $ 0.99 $ 0.80 $ 0.60
The fair value of each option grant is estimated on the date of grant using the
Black-Scholes option pricing model with the following weighted-average
assumptions used for all grants in fiscal 2003, 2002 and 2001: dividend yield of
0.6% to 0.8%, expected volatility of 35.2% to 36.5%, risk-free interest rates
ranging from 4.5% to 6.4 %, and expected lives of the options of 7 years. The
weighted average fair value of options granted during fiscal 2003, 2002 and 2001
was $8.36, $9.65 and $8.63, respectively.
22
(3) REVENUE RECOGNITION
Revenues from the sale of the Company's irrigation products to its independent
dealers are recognized upon delivery of the product to the dealer. The Company
has no post delivery obligations to its independent dealers other than standard
warranties. Revenues for sales of irrigation products by Irrigation Specialists
are recognized when the product or service is delivered to the end-user
customers. Revenues from the sale of the Company's diversified products are
recognized when the product is delivered to the customer. Revenues and gross
profits on intercompany sales are eliminated in consolidation.
The costs related to revenues are recognized in the same period in
which the specific revenues are recorded. Shipping and handling revenue is
reported as a component of operating revenues. Shipping and handling costs are
reported as a component of cost of operating revenues. Shipping and handling
revenues and costs are not significant to total operating revenues or cost of
operating revenues. Customer rebates, cash discounts and other sales incentives
are recorded as a reduction of revenues at the time of the original sale. Other
sales incentives such as guarantees issued by the Company to support end-user
customer financing are recognized as cost of sales. Estimates used in the
recognition of operating revenues and cost of operating revenues include, but
are not limited to, estimates for rebates payable and cash discounts expected.
(4) WARRANTY COSTS
Provision for the estimated warranty costs is made in the period in which such
costs become probable. This provision is periodically adjusted to reflect actual
experience.
Warranty costs were $1.4 million, $1.3 million and $1.6 million for the
fiscal years ended August 2003, 2002 and 2001, respectively.
(5) CASH EQUIVALENTS, MARKETABLE SECURITIES AND LONG-TERM MARKETABLE SECURITIES
Cash equivalents are included at cost, which approximates market. At August 31,
2003, the Company's cash equivalents were held primarily by one financial
institution. Marketable securities and long-term marketable securities are
classified as held-to-maturity or available-for-sale according to management of
the Company's intent.
At the date of acquisition of an investment security, management
designates the security as belonging to a trading portfolio, an
available-for-sale portfolio, or a held-to-maturity portfolio. The Company holds
no securities designated as trading. Investment securities are classified as
held-to-maturity when the Company has both the ability and intent to hold such
securities to scheduled maturity. All other investment securities are classified
as available-for-sale and carried at fair value. Unrealized appreciation or
depreciation in the fair value of available-for-sale securities is reported in
accumulated other comprehensive income. The Company monitors its investment
portfolio for any decline in fair value that is other-than-temporary and would
record any such impairment as an impairment loss. No impairment losses for
other-than-temporary declines in fair value have been recorded in fiscal years
2003, 2002 or 2001.
The Company considers all highly liquid investments with original
maturities of three months or less to be cash equivalents, while those having
original 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.
In the opinion of management, the Company is not subject to material
market risks with respect to its marketable securities.
(6) INVENTORIES
Inventories are stated at the lower of cost or market. Cost is determined by the
last-in, first-out (LIFO) method for the Lindsay, Nebraska operation's
inventories. Cost is determined by the weighted average method for inventories
at the Company's other operating locations. At all locations, the Company
reserves for obsolete, slow moving and excess inventory by estimating the net
realizable value based on the potential future use of such inventory.
(7) PROPERTY, PLANT AND EQUIPMENT
Property, plant, equipment and capitalized lease assets are stated at cost. The
Company's policy is to capitalize major expenditures and to charge to operating
expenses the cost of current maintenance and repairs. Provisions for
depreciation and amortization have been computed principally on the
straight-line method for buildings and equipment. Rates used for depreciation
are based principally on the following expected lives: buildings -- 20 to 30
years; equipment -- three to 10 years; other -- two to 20 years; and leasehold
improvements -- term of lease. All of the Company's long-lived assets are
reviewed for impairment whenever events or changes in circumstances indicate
that the carrying amount may not be recoverable. If the sum of the expected
discounted future cash flows is less than the carrying amount of the asset, a
loss is recognized based upon the difference between the fair value of the asset
and its carrying value. The cost and accumulated depreciation relating to assets
retired or otherwise disposed of are eliminated from the respective accounts at
the time of disposition. The resultant gain or loss is included in the
consolidated statements of operations.
23
During the second quarter of fiscal 2001, the Company took a pre-tax
restructuring charge of $899,000 or $0.05 per share after tax. Of this total
restructuring charge, $749,000 was for a write-down, to fair value, of the value
of fixed assets associated with a manufacturing process under development since
1998 that was discontinued due to difficulty in ensuring quality consistency
that would satisfy the Company's customers' needs, and $150,000 for other costs
related to manufacturing processes for which the decision and plan to
discontinue were made in the second quarter of fiscal 2001.
(8) EQUITY INVESTMENTS
Other assets includes minority investments held by the Company in two irrigation
businesses. These investments are accounted for on the equity method. The
Company's investments in these companies are reviewed periodically to determine
if its fair value has declined below the cost of the investment on an
other-than-temporary basis, in which case an impairment loss would be
recognized.
(9) GOODWILL
Goodwill represents the excess of the purchase price over the fair value of net
assets arising from acquisitions. In July 2001, the FASB issued SFAS No. 141,
"Business Combinations" and SFAS No. 142, "Goodwill and Other Intangible
Assets". SFAS No. 141 requires that the purchase method of accounting be used
for all business combinations initiated after June 30, 2001, and eliminates the
use of the pooling-of-interests method. SFAS No. 141 also provides new criteria
to determine whether an acquired intangible asset should be recognized
separately from goodwill. SFAS No. 142 requires that goodwill and intangible
assets with indefinite useful lives no longer be amortized but instead be tested
for impairment at least annually at the reporting unit level using a two-step
impairment test. The Company has completed its transitional impairment analysis
of goodwill as of September 1, 2002, and updated its evaluation of goodwill
recoverability at August 31, 2003. No impairment losses were indicated as a
result of the transitional or annual impairment testing under SFAS No. 142. The
estimates of fair value of its reporting units and related goodwill depend on a
number of assumptions, including forecasted sales growth and improved operating
expense ratios. To the extent that the reporting unit is unable to achieve these
assumptions, impairment losses may emerge. The Company adopted the provisions of
SFAS No. 142 during the first quarter of fiscal 2003, as required, and
accordingly no longer amortizes any goodwill. Amortization expense of goodwill
for fiscal years 2002 and 2001 was immaterial.
(10) NET EARNINGS PER SHARE
Basic net earnings per share is computed by dividing net earnings by the
weighted average number of shares outstanding. Diluted net earnings per share
includes the incremental dilutive effect of stock options.
The following table summarizes options outstanding but, excluded from
the computation of diluted net earnings per share because the options' exercise
price was greater than the average market price of the common shares:
08/31/03 08/31/02 08/31/01
Weighted Weighted Weighted
Average Average Average
Shares Price Expire Shares Price Expire Shares Price Expire
- ------ ----- ------ ------ ----- ------ ------ ----- ------
November September November 2007-
170,750 $25.98 2007-May 2012 203,562 $25.97 2007-May 2012 232,000 $22.21 April 2011
======= ====== ======= ====== ======= ======
(11) RECLASSIFICATIONS
Certain reclassifications have been made to prior financial statements to
conform to the current-year presentation.
(12) USE OF ESTIMATES
The preparation of financial statements in conformity with accounting principles
generally accepted in the United States of America requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the date of
the financial statements and the reported amounts of revenues and expenses
during the reporting period. Actual results could differ from those estimates.
24
(13) RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS
In January 2003, the Financial Accounting Standards Board (FASB) issued
Interpretation No. 46, "Consolidation of Variable Interest Entities" (FIN 46). A
variable interest entity is a corporation, partnership, trust, or any other
legal structure used for business purposes that does not have equity investors
with voting rights, or has equity investors that do not provide sufficient
financial resources for the entity to support its activities. FIN 46 requires a
variable interest entity to be consolidated by a company if that company is
subject to a majority of the risk of loss from the variable interest entity's
activities or entitled to receive a majority of the entity's residual returns,
or both. The Company will adopt FIN 46 in the first quarter of fiscal 2004 and
believes the impact of adopting this standard will not have a material impact on
the Company's financial statements.
SFAS No. 146, "Accounting for Costs Associated with Exit or Disposal Activities"
requires that a liability for a cost associated with an exit or disposal
activity is recognized when the liability is incurred. This statement also
establishes that fair value is the objective for initial measurement of the
liability. The Company is required to apply the provisions of SFAS No. 146 for
exit and disposal activities initiated after December 31, 2002.
In November 2002, the FASB issued Interpretation No. 45, "Guarantor's Accounting
and Disclosure Requirements for Guarantees, Including Indirect Guarantees of
Indebtedness of Others." This interpretation elaborates disclosure requirements
for obligations by a guarantor under certain guarantees. This interpretation
also requires a guarantor to recognize, at the inception of a guarantee, a
liability for the fair value of an obligation undertaken in issuing a guarantee.
The company has applied the initial recognition and measurement provisions of
Interpretation No. 45 to guarantees issued or modified after December 31, 2002,
as required. The company has adopted the disclosure requirements in this
Interpretation beginning with the first quarter of fiscal 2003, as required.
SFAS No. 148, "Accounting for Stock-Based Compensation - Transition and
Disclosure" requires certain pro forma disclosures related to stock-based
compensation. This statement also amended the transition provisions of SFAS No.
123, "Accounting for Stock-Based Compensation." The Company adopted the pro
forma disclosures of SFAS No. 148 in the second quarter of fiscal 2003, as
required. The Company is considering voluntarily adopting the transition
provisions of SFAS No. 148 during fiscal 2004.
SFAS No. 150, "Accounting for Certain Financial Instruments with Characteristics
of both Liabilities and Equity" establishes standards for how an issuer
classifies and measures certain financial instruments with characteristics of
both liabilities and equity. It requires that an issuer classify a financial
instrument that is within its scope as a liability (or an asset in some
circumstances). For public entities, this Statement 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. The adoption of this standard does not have a material effect on the
Company's financial position or net income.
In March 2003, the Emerging Issues Task Force ("EITF") reached consensus on EITF
00-21, "Accounting for Revenue Arrangements with Multiple Deliveries". This
guidance addresses the determination of whether an arrangement involving
multiple deliveries contains more than one unit of accounting. EITF 00-21 is
effective for revenue arrangements entered into in fiscal periods beginning
after June 15, 2003. The implementation of EITF 00-21 is not expected to have a
material impact on the Company's financial statements.
25
B. RESTATEMENT OF FINANCIAL STATEMENTS
Prior to 2003, the Company had not recorded the cumulative cash surrender value
of certain life insurance policies the Company maintains on current and former
executive officers that had accumulated since 1994. These policies were obtained
in 1993 to insure the potential liability under the supplemental retirement plan
for these executives. The Company is the sole named beneficiary and owner of
these policies, which are held in trust. The annual premium payments for these
policies were made from calendar years 1993 through 2000. The Company had
previously expensed the premiums when paid and had not recorded the increases in
the cash surrender values of the policies. After reviewing this accounting
treatment further, the Company has restated its financial statements for 2002
and 2001 to record the cumulative cash surrender value as a correction of error
in prior periods. The result of the restatement was an increase of $1.7 million
in other assets and retained earnings as of August 31, 2002. The effect of the
restatement on previously reported operating results is summarized as follows:
FISCAL YEAR ENDED 8/31/02 FISCAL YEAR ENDED 8/31/01
---------------------------- ----------------------------
In thousands, except per share amounts AS REPORTED RESTATED AS REPORTED RESTATED
- -------------------------------------- ----------- ---------- ----------- ----------
Operating Expenses $ 19,811 $ 19,811 $ 18,285 $ 18,122
---------- ---------- ---------- ----------
Other non-operating income, net 551 617 2 58
---------- ---------- ---------- ----------
Earnings before income taxes 15,314 15,380 11,401 11,620
---------- ---------- ---------- ----------
Net earnings 10,664 10,730 7,961 8,180
---------- ---------- ---------- ----------
Basic earnings per share $ 0.91 $ 0.92 $ 0.68 $ 0.70
---------- ---------- ---------- ----------
Diluted earnings per share $ 0.90 $ 0.90 $ 0.67 $ 0.69
---------- ---------- ---------- ----------
The effect of the restatement on previously reported annual financial statements
was not material. There is no effect of the restatement on previously reported
cash flows.
C. ACQUISITIONS
In March 2001, the Company acquired 100% of the stock of Perrot SA (now Lindsay
Europe SA), a manufacturer of irrigation systems located in La Chapelle d'
Aligne, France, for approximately $1.0 million in cash. The acquisition was
accounted for under the purchase method of accounting. The purchase resulted in
recording approximately $300,000 of goodwill, representing the amount of cash
paid in excess of the estimated fair value of the assets acquired less
liabilities assumed, which was being amortized using a useful life of 20 years
in 2001 and 2002. The results of operations for Lindsay Europe SA have been
included in the Company's consolidated results from the acquisition date.
During November 2001, the Company acquired certain assets of Injection
Systems, Inc. for $255,000 in cash. This product line is marketed as injection
systems under the GrowSmart brand. The assets acquired in this acquisition
consisted of inventory of $41,000, fixed assets of $17,000, and intangibles
including a patent of $100,000, plans/specifications of $75,000 and a tradename
of $22,000. The patent is being amortized over its remaining life at the time of
acquisition of 16 years; the plans/specifications are being amortized over an
estimated realizable period at the time of acquisition of 20 years; the
tradename was amortized over a period of 12 months. There was no goodwill
associated with this acquisition.
During March 2002, the Company acquired the business of Irrigation
Specialists, Incorporated for $3.6 million in cash. This irrigation dealership
based in Pasco, Washington has been established for more than 30 years and
provides the Company a strategic distribution channel in a key regional market.
The purchase price allocated to assets and liabilities consisted of trade
accounts receivable of $2.8 million, inventory of $2.5 million, fixed assets of
$820,000, non-compete agreement of $300,000, tradename/trademark of $120,000,
trade payables of $2.7 million and other liabilities of $335,000. The
non-compete agreement is being amortized over 5 years. The tradename/trademark
will be carried at its fair value supported by the incremental value of the
business' operating results considered to be generated. There was no goodwill
associated with this acquisition.
During April 2002, the Company acquired a portion of the assets of
Hidro Power Industria E Comercio De Equipamentos for $979,000 in cash, including
direct acquisition costs of $161,000. This irrigation equipment production and
sales operation (now Lindsay America do Sul Ltda.) provides the Company an
important base in a key international market. The assets acquired in this
acquisition consisted of inventory of $230,000, fixed assets of $265,000,
goodwill of $334,000 and a non-compete covenant of $100,000. The non-compete
agreement will be amortized over three years. The goodwill will not be
amortized.
26
The following unaudited pro forma data summarizes the combined results of
operations of the Company for the periods indicated as if the acquisition of
Irrigation Specialists, Inc. had been completed on September 1, 2001. The pro
forma data gives effect to the actual operating results prior to the
acquisition, amortization of acquisition related intangibles and income taxes.
The pro forma amounts do not purport to be indicative of the results that would
have actually been obtained if the acquisition had occurred on September 1,
2000, or that may be obtained in the future. Pro forma data is not presented for
other acquisitions, as these amounts are considered immaterial.
(UNAUDITED)
FOR THE YEARS ENDED AUGUST 31,
------------------------------
$ IN THOUSANDS, EXCEPT PER SHARE AMOUNTS 2002 2001
- ---------------------------------------- ---- ----
Revenues................................ $ 150,566 $ 138,830
Net income.............................. 10,561 8,015
Net income per share - basic............ 0.90 0.69
Net income per share - diluted.......... $ 0.89 $ 0.67
D. OTHER INCOME, NET
FOR THE YEARS ENDED AUGUST 31,
------------------------------
$ IN THOUSANDS 2003 2002 2001
- -------------- ---- ---- ----
Other income (expense), net:
Cash surrender value of life insurance.................. $ 122 $ 66 $ 56
Gain (loss) on sales of fixed assets.................... 76 78 (10)
Foreign currency transaction gains, net................. 501 217 -
Equity in net earnings of equity-method investment...... 125 253 4
All other, net.......................................... 20 3 8
------ ------- -------
Total other income, net................................... $ 844 $ 617 $ 58
====== ======= =======
E. INCOME TAXES
For financial reporting purposes earnings before income taxes include the
following components:
FOR THE YEARS ENDED AUGUST 31,
------------------------------
$ IN THOUSANDS 2003 2002 2001
- -------------- ---- ---- ----
United States................ $18,049 $16,025 $11,762
Foreign...................... 738 (645) (142)
------- ------- -------
$18,787 $15,380 $11,620
======= ======= =======
Significant components of the income tax provision are as follows:
FOR THE YEARS ENDED AUGUST 31,
------------------------------
$ IN THOUSANDS 2003 2002 2001
- -------------- ---- ---- ----
Current:
Federal............................ $ 5,518 $ 4,022 $ 2,226
State.............................. 630 412 300
Foreign............................ 269 - -
------- ------- -------
Total current................... 6,417 4,434 2,526
------- ------- -------
Deferred:
Federal............................ (470) 279 845
State.............................. (32) 30 92
Foreign............................ (15) (93) (23)
------- ------- -------
Total deferred.................. (517) 216 914
------- ------- -------
Total income tax provision...... $ 5,900 $ 4,650 $ 3,440
======= ======= =======
27
Total income tax provision resulted in effective tax rates differing from that
of the statutory federal income tax rates. The reasons for these differences
are:
FOR THE YEARS ENDED AUGUST 31,
------------------------------
2003 2002 2001
---- ---- ----
$ IN THOUSANDS AMOUNT % AMOUNT % AMOUNT %
- -------------- ------- ---- ------- ---- ------- ----
U.S. statutory rate................................ $ 6,482 34.5 $ 5,250 34.1 $ 3,876 33.4
State and local taxes, net of federal tax benefit.. 413 2.2 302 2.0 351 3.0
Qualified export activity.......................... (165) (0.9) (136) (0.9) (165) (1.4)
Municipal bond interest income..................... (481) (2.6) (471) (3.1) (480) (4.2)
Research and development tax credits............... (150) (0.8) (141) (0.9) (144) (1.2)
Other.............................................. (199) (1.0) (154) (1.0) 2 -
------- ---- ------- ---- ------- ----
Effective rate..................................... $ 5,900 31.4 $ 4,650 30.2 $ 3,440 29.6
======= ==== ======= ==== ======= ====
Deferred income taxes reflect the net tax effects of temporary differences
between the carrying amounts of assets and liabilities for financial reporting
purposes and the amounts used for income tax purposes. Significant components of
the Company's deferred tax assets and liabilities are as follows:
FOR THE YEARS ENDED AUGUST 31,
------------------------------
$ IN THOUSANDS 2003 2002
- --------------- ---- ----
Deferred tax assets:
Minimum pension liability...................... $ 710 $ 458
Foreign items.................................. 275 260
Employee benefits liability.................... 1,459 1,140
Inventory...................................... 90 52
Accruals not currently deductible for taxes.... 1,771 1,145
--------- ---------
Deferred tax assets......................... $ 4,305 $ 3,055
========= =========
Deferred tax liabilities:
Property, plant and equipment.................. $ (337) $ (185)
Other.......................................... (68) (297)
--------- ---------
Deferred tax liabilities.................... $ (405) $ (482)
========= =========
Net deferred tax assets........................ $ 3,900 $ 2,573
========= =========
In assessing the realizability of deferred tax assets, the Company considers
whether it is more likely that not that some portion or all of the deferred tax
asset will not be realized. The ultimate realization of deferred tax assets is
dependent upon the generation of future taxable income during the periods in
which those temporary differences become deductible. The Company considers the
scheduled reversal of deferred tax liabilities, projected future taxable income,
and tax planning strategies in making this assessment. Management does not
believe there are significant uncertainties surrounding realization of the
deferred tax assets, and, consequently, has not provided a valuation allowance
for deferred tax assets at August 31, 2003 and 2002.
At August 31, 2003, the Company has a foreign subsidiary with deferred
tax assets of $275,000 comprised principally of temporary differences for
property and equipment, inventory and other items.
28
F. MARKETABLE SECURITIES
The Company's marketable securities consist of investment-grade municipal bonds.
Marketable securities may mature earlier than their weighted-average contractual
maturities because of principal prepayments. Amortized cost and fair value of
investments in marketable securities classified as held-to-maturity or
available-for-sale according to management's intent are summarized as follows:
HELD-TO-MATURITY SECURITIES
Gross Gross
Amortized Unrealized Unrealized
$ IN THOUSANDS Cost Gains Losses Fair Value
- -------------- ---- ----- ------ ----------
As of August 31, 2003:
Due within one year..................... $ 7,453 $ 54 $ (2) $ 7,505
Due after one year through five years... 29,661 422 (95) 29,988
----------- ----------- ----------- -----------
$ 37,114 $ 476 $ (97) $ 37,493
=========== =========== =========== ===========
As of August 31, 2002:
Due within one year..................... $ 13,289 $ 159 $ (3) $ 13,445
Due after one year through five years... 25,419 436 (53) 25,802
----------- ----------- ----------- -----------
$ 38,708 $ 595 $ (56) $ 39,247
=========== =========== =========== ===========
AVAILABLE-FOR SALE SECURITIES
Gross Gross
Amortized Unrealized Unrealized
$ IN THOUSANDS Cost Gains Losses Fair Value
- -------------- ---- ----- ------ ----------
As of August 31, 2003:
Due within one year..................... $ 1,325 $ - $ (8) $ 1,317
Due after one year through five years... 9,092 - (79) 9,013
----------- ----------- ----------- -----------
$ 10,417 $ - $ (87) $ 10,330
=========== =========== =========== ===========
As of August 31, 2002:
Due within one year..................... $ - $ - $ - $ -
Due after one year through five years... - - - -
----------- ----------- ----------- -----------
$ - $ - $ - $ -
=========== =========== =========== ===========
G. RECEIVABLES
AUGUST 31,
----------
$ IN THOUSANDS 2003 2002
- -------------- ---- ----
Trade accounts and notes......................... $ 23,637 $ 24,221
Allowance for doubtful accounts.................. (667) (492)
-------- --------
Net receivables.................................. $ 22,970 $ 23,729
======== ========
H. INVENTORIES
AUGUST 31,
----------
$ IN THOUSANDS 2003 2002
- --------------- ---- ----
First-in, first-out (FIFO) inventory............. $ 15,821 $ 13,273
LIFO reserves.................................... (2,494) (3,153)
Obsolescence reserve............................. (566) (359)
Weighted average inventory....................... 7,258 5,822
-------- --------
Total inventories................................ $ 20,019 $ 15,583
======== ========
29
The estimated percentage distribution between major classes of inventory before
reserves is as follows:
AUGUST 31,
----------
2003 2002
---- ----
Raw materials.................................... 18% 11%
Work in process.................................. 5% 4%
Finished goods and purchased parts............... 77% 85%
I. PROPERTY, PLANT AND EQUIPMENT
AUGUST 31,
----------
$ IN THOUSANDS 2003 2002
- --------------- ---- ----
Land......................................... $ 336 $ 336
Buildings.................................... 9,319 9,072
Equipment.................................... 36,957 35,242
Other........................................ 2,654 2,897
-------- --------
Total property, plant, and equipment............. 49,266 47,547
Accumulated depreciation and amortization........ (35,377) (33,035)
-------- --------
Property, plant and equipment, net............... $ 13,889 $ 14,512
======== ========
J. OTHER NONCURRENT ASSETS AUGUST 31,
AUGUST 31,
----------
$ IN THOUSANDS 2003 2002
- --------------- ---- ----
Cash surrender value of life insurance policies... $ 1,813 $ 1,691
Deferred income taxes............................. 1,599 1,074
Equity method investments......................... 1,437 1,311
Goodwill, net..................................... 1,174 1,082
Split dollar life insurance....................... 913 878
Intangible pension asset.......................... 442 511
Other intangibles, net............................ 574 687
Other............................................. 267 246
-------- --------
Total other noncurrent assets..................... $ 8,219 $ 7,480
======== ========
The following table summarizes the Company's net carrying value for other
intangible assets as shown above. These other intangible assets are being
amortized over an average term of approximately 6 years. Related amortization
expense was $113,000, $66,000 and $33,000 for the twelve-months ended August 31,
2003, 2002 and 2001, respectively.
AUGUST 31,
----------
$ IN THOUSANDS 2003 2002
- -------------- ------ ------
Non-compete agreements......... $ 358 $ 358
Tradenames..................... 147 147
Patent......................... 100 100
Plans and specifications....... 77 77
Other.......................... 30 30
Accumulated amortization....... (138) (25)
------ ------
Total other intangibles, net... $ 574 $ 687
====== ======
30
K. OTHER CURRENT LIABILITIES
AUGUST 31,
----------
$ IN THOUSANDS 2003 2002
- -------------- ---- ----
Payroll and vacation......................... $ 3,774 $ 3,499
Retirement plan.............................. 2,240 2,029
Taxes, other than income..................... 740 1,089
Workers compensation and product liability... 1,355 1,711
Dealer related liabilities................... 1,158 1,865
Warranty..................................... 1,152 1,266
Income tax payable........................... 1,428 78
Other........................................ 3,648 2,447
-------- --------
Total other current liabilities.............. $ 15,495 $ 13,984
======== ========
L. CREDIT ARRANGEMENTS
The Company has availability under an agreement with a commercial bank for a
$10.0 million unsecured revolving line of credit through December 28, 2003.
Proceeds from this line of credit, if any, are to be used for working capital
and general corporate purposes including stock repurchases. There have been no
borrowings made under such unsecured revolving line of credit. Borrowings will
bear interest at a rate equal to one percent per annum under the rate in effect
from time to time and designated by the commercial bank as its National Base
Rate (4.00% at August 31, 2003). The Base Rate will not be less than 4.00%. The
Company expects to renew this line of credit on substantially similar terms.
M. COMMITMENTS AND CONTINGENCIES
The Company and its subsidiaries are defendants in various legal actions arising
in the course of their business activities. In the opinion of management, an
unfavorable outcome with respect to any existing legal action will not result in
a material adverse effect on the Company's consolidated financial position,
results of operations or cash flows.
In 1992, the Company entered into a consent decree with the
Environmental Protection Agency of the United States Government ("the EPA") in
which it committed to remediate environmental contamination of the groundwater
that was discovered in 1982 through 1990 at and adjacent to its Lindsay,
Nebraska facility, ("the site"). The site was added to the EPA's list of
priority superfund sites in 1989. Between 1993 and 1995, remediation plans for
the site were approved by the EPA and fully implemented by the Company. Since
1998, the primary remaining contamination at the site has been the presence of
volatile organic chemicals in the groundwater. During the last half of fiscal
2003, a second Five Year Review of the status of the remediation of the
contamination of the site was conducted by the Company and the EPA. During the
fourth quarter of fiscal 2003, the EPA issued a letter placing the Company on
notice that additional remediation actions were required. Additionally, during
the quarter, the Company and its environmental consultants completed and
submitted a supplemental remedial action work plan that, when implemented, will
allow the Company and the EPA to better identify the boundaries of the
contaminated groundwater and will allow the Company and the EPA to more
effectively assure that the contaminated groundwater is being contained by
current and planned additional wells that pump and aerate it. The Company has
been able to reasonably estimate the cost of completing the remediation actions
defined in the supplemental remedial action work plan and, at August 31, 2003,
accrued $250,000 in other current liabilities for the estimated expenditures for
the actions specified in the plan, substantially all of which it expects to
complete in fiscal 2004. The Company leases land, buildings, machinery,
equipment and furniture under various noncancelable operating lease agreements.
At August 31, 2003, future minimum lease payments under noncancelable operating
leases were as follows:
$ IN THOUSANDS FISCAL YEARS
- --------------- ------------
2004................................................. $ 450
2005................................................. 339
2006................................................. 311
2007................................................. 225
2008................................................. 213
Thereafter........................................... 946
--------
Total future minimum lease payments.................. $ 2,484
========
Lease expense was $379,000, $348,000 and $116,000 for fiscal years ended 2003,
2002 and 2001, respectively.
31
N. RETIREMENT PLANS
The Company has a defined contribution profit-sharing plan covering
substantially all of its full-time U.S. employees. Participants may voluntarily
contribute a percentage of compensation, but not in excess of the maximum
allowed under the Internal Revenue Code. The plan provides for a required
matching contribution by the Company. The Company's total contributions charged
to expense under this plan were $449,000 for the year ended August 31, 2003,
$314,000 the year ended August 31, 2002 and $283,000 for the year ended August
31, 2001.
A supplementary non-qualified, non-funded retirement plan for six
current and former executives is also maintained. Plan benefits are based on the
executive's average total compensation during the three highest compensation
years of employment. This unfunded supplemental retirement plan is not subject
to the minimum funding requirements of ERISA. The Company has purchased life
insurance policies on the executives named in this supplemental retirement plan
to provide funding for this liability.
Cost and the assumptions for the Company's supplemental retirement plan include
the following components:
FOR THE YEARS ENDED AUGUST 31,
------------------------------
$ IN THOUSANDS 2003 2002 2001
- -------------- ---- ---- ----
Change in benefit obligation:
Benefit obligation at beginning of year.............. $ 3,944 $ 3,237 $ 2,778
Service cost......................................... 42 15 13
Interest cost........................................ 267 218 187
Actuarial loss....................................... 773 700 395
Benefits paid........................................ (279) (266) (136)
------- -------- -------
Benefit obligation at end of year.................... $ 4,747 $ 3,944 $ 3,237
------- -------- -------
Funded status........................................ $(4,747) $ (3,944) $(3,237)
Unrecognized net actuarial loss...................... 2,507 1,915 1,326
------- -------- -------
Net amount recognized................................ $(2,240) $ (2,029) $(1,911)
======= ======== =======
FOR THE YEARS ENDED AUGUST 31,
------------------------------
$ IN THOUSANDS 2003 2002 2001
- -------------- ---- ---- ----
Amounts recognized in the statement of financial position consist of:
Accrued benefit cost................................................... $ 2,240 $ 2,029 $ 1,911
Intangible pension asset............................................... (442) (511) (580)
Additional minimum pension liability................................... 2,315 1,688 1,250
Other comprehensive loss............................................... (1,873) (1,177) (670)
------- -------- -------
Net amount recognized.................................................. $ 2,240 $ 2,029 $ 1,911
======= ======== =======
Weighted-average assumptions as of year ends:
Discount rate.......................................................... 6.25% 7.00% 7.00%
Assumed rates of compensation increases................................ 3.50% 3.50% 3.50%
FOR THE YEARS ENDED AUGUST 31,
------------------------------
$ IN THOUSANDS 2003 2002 2001
- -------------- ---- ---- ----
Components of net periodic benefit cost:
Service cost........................................ $ 42 $ 15 $ 13
Interest cost....................................... 267 218 187
Net amortization and deferral....................... 181 111 78
------- -------- -------
Total............................................... $ 490 $ 344 $ 278
======= ======== =======
32
O. STOCK OPTIONS
On January 30, 2001, the shareholders approved the Lindsay Manufacturing Co.
2001 Long-Term Incentive Plan (the "2001 Plan"). The 2001 Plan supercedes the
1988 Plan and 1991 Plan and no further options or other awards will be granted
under the 1988 Plan and 1991 Plan (the "Prior Plans"). The Company has
outstanding stock options under its 1991 Plan and 2001 Plan. No options are
outstanding under the previous 1988 Plan. The 2001 Plan is similar in most
material respects to the 1991 Plan and provides for awards of stock options,
restricted stock or stock appreciation rights ("SARs") to employees of the
Company and for annual awards of stock options to non-employee directors. A
total of 900,000 shares of the Company's common stock may be issued under the
2001 Plan, subject to adjustments to reflect stock splits and similar events. If
options or restricted stock awarded under the 2001 Plan (or options issued under
the Prior Plans or outside of the Prior Plans) terminate without being fully
vested or exercised, those shares will be available again for grant under the
2001 Plan. No more than 180,000 shares of common stock may be issued to
employees other than through options having an exercise price of not less than
the fair market value of the underlying shares. The 2001 Plan also limits the
total awards that may be made to any individual. The 1991 and 2001 Plans permit
participants to surrender mature common shares, in lieu of cash, for the value
of the exercise price. Mature shares are defined as shares held more than six
months.
A summary of the status of the Company's stock plans is presented below:
AVERAGE
OPTION SHARES NUMBER OF SHARES EXERCISE PRICE
- ------------- ---------------- --------------
Officers, Directors and Key Employees:
Outstanding at August 31, 2000..................... 916,943 $ 13.93
Granted......................................... 172,750 18.44
Exercised....................................... (107,525) 8.59
---------
Outstanding at August 31, 2001..................... 982,168 15.30
=========
Exercisable at August 31, 2001..................... 391,318 13.51
=========
Outstanding at August 31, 2001..................... 982,168 15.30
Granted......................................... 164,563 22.95
Exercised....................................... (117,947) 10.53
Cancelled....................................... (25,241) 20.04
---------
Outstanding at August 31, 2002.................. 1,003,543 17.00
=========
Exercisable at August 31, 2002..................... 410,331 15.54
=========
Outstanding at August 31, 2002..................... 1,003,543 17.00
Granted......................................... 197,060 21.48
Exercised....................................... (52,530) 10.39
Cancelled....................................... (35,500) 24.77
---------
Outstanding at August 31, 2003..................... 1,112,573 17.02
=========
Exercisable at August 31, 2003..................... 514,020 $ 16.71
=========
The numbers of stock awards available for grant under the stock option plans are
466,918, 628,428 and 768,750 shares as of August 31, 2003, 2002 and 2001,
respectively.
The following table summarizes information about stock options outstanding at
August 31, 2003:
OPTIONS OUTSTANDING OPTIONS EXERCISABLE
------------------- -------------------
WEIGHTED
AVERAGE
RANGE OF NUMBER REMAINING WEIGHTED NUMBER WEIGHTED
EXERCISE OUTSTANDING CONTRACTUAL AVERAGE EXERCISABLE AVERAGE
PRICES AT 8/31/03 LIFE PRICE AT 8/31/03 PRICE
------ ---------- ---- ----- ---------- -----
$ 8.31-10.22 77,963 1.5 years $ 8.97 77,963 $ 8.97
14.00-20.00 661,738 6.6 years 15.72 336,532 15.47
$ 21.20-28.17 372,872 8.0 years $ 23.61 99,525 $ 26.97
--------- --------
1,112,573 514,020
========= ========
33
P. GUARANTEES
The Company is currently party to various guarantee arrangements. These
agreements arose in transactions related to dealer/customer financing, the
guarantee of debt for a non-consolidated equity investee and product warranties.
The Company has adopted FASB Interpretation No. 45, Guarantor's
Accounting and Disclosure Requirements for Guarantees, Including Indirect
Guarantees of Indebtedness of Other (the "Interpretation"). The Interpretation
requires the guarantor to recognize a liability for the non-contingent component
of the guarantee which is the obligation to stand ready to perform in the event
that specified triggering events or conditions occur. The initial measurement of
this liability is the fair value of the guarantee at inception. The recognition
of the liability is required even if it is not probable that payment will be
required under the guarantee or if the guarantee was issued with premium
payments or as part of a transaction with multiple events.
As noted above, the Company has adopted the disclosure requirements of
the Interpretation and has applied the recognition and measurement provisions
for all guarantees entered into or modified after December 31, 2002. The Company
has adopted the disclosure requirements of the Interpretation and has applied
the recognition and measurement provisions for all guarantees entered into or
modified after December 31, 2002, when those guarantees are estimable.
The following table provides the estimated maximum amount of potential future
payments for each major group of guarantees:
AUGUST
$ IN THOUSANDS 2003
- -------------- ----
Guarantees on third party debt of equity investment........... $ 700
Customer equipment financing recourse......................... 3,600
Product warranties............................................ N/A
---------
Total guarantees.............................................. $ 4,300
=========
GUARANTEES ON THIRD PARTY DEBT RELATED TO EQUITY INVESTMENT
The Company has guaranteed three bank loans and a standby letter of credit of an
irrigation business in which the Company holds a minority equity investment
position. The guarantees continue until the loans, including accrued interest
and fees, have been paid in full. The bank loans mature in September 2003,
December 2006 and February 2007. The standby letter of credit expires in
December 2003. As of August 31, 2003, the maximum amount associated with the
guarantees and letter of credit was approximately $700,000. The majority owner
of the business provides a separate personal guarantee of the bank notes.
CUSTOMER EQUIPMENT FINANCING RECOURSE
In the normal course of business, the Company has arranged for unaffiliated
financial institutions to make favorable financing terms available to end-user
purchasers of the Company's irrigation equipment. In order to facilitate these
arrangements, the Company provided the financial institutions with limited
recourse guarantees or full guarantees as more fully described below. Related to
these exposures, the Company has separately accrued a liability of $326,000,
classified with other current liabilities, for estimated losses on such
guarantees. The Company recorded, at estimated fair value, deferred revenue of
$28,000 also classified with other current liabilities, for guarantees issued
after December 31, 2002. The estimated fair values of these guarantees are
based, in large part, on the Company's experience with this agreement and
related transactions. The Company recognizes the revenue for value of the
guarantees ratably over the term of the guarantee.
The Company maintains an agreement with a single financial institution
that guarantees the financial institution's pool of accounts limited to $1.5
million as of August 31, 2003. Generally, the Company's exposure is limited to
unpaid interest and principal where the first and/or second annual customer
payments have not yet been made as scheduled. The estimated maximum exposure is
representative of 2.75% of the original loan amount financed or the total
equipment cost related to a lease.
Separately, the Company maintains limited, specific customer financing
recourse arrangements with three financial institutions including the one
referred to above. Generally, the Company's exposure is limited to unpaid
interest and principal where the first and/or second annual customer payments
have not yet been made as scheduled. In some specific cases, the guarantee may
cover up to all scheduled payments of a loan. The original amount of existing
specific guarantees is approximately $2.1 million at August 31, 2003. The
Company's recourse guarantee is collateralized by the value of the equipment.
34
PRODUCT WARRANTIES
The Company generally warrants its products against certain manufacturing and
other defects. These product warranties are provided for specific periods and/or
usage of the product. The accrued product warranty costs are for a combination
of specifically identified items and other unidentified items based primarily on
historical experience of actual warranty claims. The following table provides
the changes in the Company's product warranties:
FOR THE FISCAL YEAR ENDED
-------------------------
AUGUST AUGUST AUGUST
$ IN THOUSANDS 2003 2002 2001
- -------------- --------- -------- --------
Product warranty accrual balance, beginning of fiscal year.... $ 1,266 $ 1,396 $ 757
Liabilities accrued for warranties during the period.......... 1,370 1,275 1644
Warranty claims paid during the period........................ (1,484) (1,405) (1,005)
-------- -------- --------
Product warranty accrual balance, end of fiscal year.......... $ 1,152 $ 1,266 $ 1,396
======== ======== ========
Q. INDUSTRY SEGMENT INFORMATION
The Company manages its business activities in two reportable segments:
Irrigation: This segment includes the manufacture and marketing of
center pivot, lateral move and hose reel irrigation systems.
Diversified Products: This segment includes providing outsource
manufacturing services and the manufacturing and selling of large
diameter steel tubing.
The accounting policies of the two reportable segments are the same as
those described in the "Accounting Policies" in Note A. The Company evaluates
the performance of its operating segments based on segment sales, gross profit
and operating income, with operating income for segment purposes excluding
general and administrative expenses (which include corporate expenses)
engineering and research expenses, interest income net, other income and
expenses, net income taxes, and assets. Operating income for segment purposes
does include selling expenses and other overhead charges directly attributable
to the segment. There are no inter-segment sales. Because the Company utilizes
common operating assets for its irrigation and diversified segments, it is not
practical to separately identify assets by reportable segment. Similarly, other
segment reporting proscribed by FAS 131 is not shown as this information can not
be reasonably disaggregated by segment and is utilized by the Company's
management.
The Company has no single major customer representing 10% or more of
its total revenues during fiscal 2003, 2002 or 2001.
Summarized financial information concerning the Company's reportable segments is
shown in the following table:
FOR THE YEARS ENDED AUGUST 31,
------------------------------
$ in millions 2003 2002 2001
---- ---- ----
Operating revenues:
Irrigation......................................................... $ 151.3 $ 132.7 $ 106.9
Diversified products............................................... 12.1 13.2 19.8
------- -------- -------
Total operating revenues.............................................. $ 163.4 $ 145.9 $ 126.7
======= ======== =======
Operating income:
Irrigation......................................................... $ 28.0 $ 22.2 $ 16.6
Diversified products............................................... 1.2 1.9 3.2
------- -------- -------
Segment operating income.............................................. 29.2 24.1 19.8
Unallocated general & administrative and
engineering & research expenses.................................... (12.8) (11.0) (10.0)
Interest and other income, net........................................ 2.4 2.3 1.8
------- -------- -------
Earnings before income taxes.......................................... $ 18.8 $ 15.4 $ 11.6
======= ======== =======
FOR THE YEARS ENDED AUGUST 31,
------------------------------
$ IN MILLIONS 2003 2002 2001
- ------------- ---- ---- ----
Geographic area revenues:
United States...................................................... $125.0 $ 113.8 $ 102.0
Europe, Africa & Middle East....................................... 23.3 17.2 14.7
Mexico & Latin America............................................. 10.7 6.0 3.2
Other International................................................ 4.4 8.9 6.8
------ -------- -------
Total revenues..................................................... $163.4 $ 145.9 $ 126.7
====== ======== =======
35
R. QUARTERLY RESULTS OF OPERATIONS (UNAUDITED)
The follow is a tabulation of the unaudited quarterly results of operations for
the years ended August 31, 2003 and 2002:
FOR THE THREE MONTHS ENDED THE LAST DAY OF
------------------------------------------
$ IN THOUSANDS, EXCEPT PER SHARE AMOUNTS NOVEMBER FEBRUARY MAY AUGUST
- ---------------------------------------- -------- -------- --- ------
Fiscal 2003
Operating revenues...................... $ 33,462 $ 48,127 $ 48,833 $ 32,952
Cost of operating revenues.............. 26,451 35,865 36,334 24,978
Earnings before income taxes............ 1,714 7,108 7,021 2,944
Net earnings............................ 1,193 4,952 4,822 1,920
Diluted net earnings per share.......... $ 0.10 $ 0.42 $ 0.41 $ 0.16
Market price (NYSE)
High.................................. $ 25.70 $ 25.24 $ 23.00 $ 24.45
Low................................... $ 20.95 $ 18.45 $ 17.75 $ 20.00
Fiscal 2002
Operating revenues...................... $ 28,545 $ 40,668 $ 44,133 $ 32,544
Cost of operating revenues.............. 22,935 30,586 32,580 26,862
Earnings before income taxes............ 1,590 5,763 6,849 1,178
Net earnings............................ 1,112 3,972 4,731 915
Diluted net earnings per share.......... $ 0.09 $ 0.34 $ 0.40 $ 0.08
Market price (NYSE)
High.................................. $ 18.86 $ 21.60 $ 25.85 $ 24.10
Low................................... $ 16.50 $ 18.30 $ 20.10 $ 20.00
2003: Significant fourth-quarter adjustments aggregated an increase to pre-tax
earnings of $660,000. The adjustments increasing pre-tax earnings included a
LIFO inventory reserve adjustment of $660,000 and a reduction of general
insurance expense liability of $510,000. The adjustments decreasing pre-tax
earnings included an accrual of $250,000 for the environmental supplemental
remediation plan and a $260,000 reduction in revenue for Irrigation Specialists
based on a reconciliation of receivables.
2002: The Company had no significant fourth-quarter adjustments.
36
ITEM 9 - CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
NONE
ITEM 9A - CONTROLS AND PROCEDURES
Based upon their evaluation of the effectiveness of the Company's
disclosure controls and procedures (as defined in Exchange Act rules 13a-15 (e)
and 15d-15 (e), management, including the Chief Executive Officer and Chief
Financial Officer, concluded that the Company's disclosure controls and
procedures were effective as of August 31, 2003.
There were no significant changes in the Company's internal controls or
in other factors that could significantly affect these controls subsequent to
August 31, 2003 through the date of this Annual Report on Form 10-K, including
any corrective actions with regard to significant deficiencies and material
weaknesses.
37
PART III
ITEM 10 - DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The Company will file with the Securities and Exchange Commission a definitive
Proxy Statement not later than 120 days after the close of its fiscal year ended
August 31, 2003. Information about the Directors required by item 401 of
Regulation S-K is incorporated by reference from the Proxy Statement.
Information about Executive Officers is shown on page 6 and 7 of this filing.
Section 16(a) Beneficial Ownership Reporting Compliance - Item 405 of
Regulation S-K calls for disclosure of any known late filing or failure by an
insider to file a report required by Section 16 of the Securities Exchange Act.
The Company believes it has complied with all section 16 filing requirements
during the fiscal year ended August 31, 2003 except for late Form 4 Statement of
Changes in Beneficial Ownership due September 5, 2002, filed September 25, 2002
for the following independent directors: Howard Buffett, Michael Christodolou,
Larry Cunningham, Dave McIntosh and William Welsh; and Form 4 Statement of
Changes in Beneficial Ownership due April 26, 2003, filed May 8, 2003 for the
Company's Chief Executive Officer Richard Parod.
ITEM 11 - EXECUTIVE COMPENSATION
The information required by this Item is incorporated by reference to the
Proxy Statement.
ITEM 12 - SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The information required by this Item is incorporated by reference to the
Proxy Statement.
ITEM 13 - CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The information required by this Item is incorporated by reference to the
Proxy Statement.
ITEM 14 - PRINCIPAL ACCOUNTANT FEES AND SERVICES
The information required by this Item is incorporated by reference to the
Proxy Statement.
38
PART IV
ITEM 15 - EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
(a)(1) Financial Statements
The following financial statements of Lindsay Manufacturing Co. are
included in Part II Item 8.
PAGE
----
Report of Independent Accountants........................................................... 18
Consolidated Statements of Operations for the Years
ended August 31, 2003, 2002 and 2001.................................................. 19
Consolidated Balance Sheets at
August 31, 2003 and 2002.............................................................. 20
Consolidated Statements of Shareholders' Equity and Comprehensive Income
for the years ended August 31, 2003, 2002 and 2001.................................... 19
Consolidated Statements of Cash Flows for the Years
ended August 31, 2003, 2002 and 2001.................................................. 21
Notes to Consolidated Financial Statement................................................... 22-36
Valuation and Qualifying Accounts -
Years ended August 31, 2003, 2002 and 2001............................................ 43
Financial statements and schedules other than those listed are omitted
for the reason that they are not required, are not applicable or that equivalent
information has been included in the financial statements or notes thereto.
39
a(3) EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
- ------ -----------
3(a) Restated Certificate of Incorporation of the Company, incorporated by
reference to Exhibit 3(a) to the Company's Report on Form 10-Q for the
fiscal quarter ended February 28, 1997.
3(b) By-Laws of the Company amended and restated by the Board of Directors
on April 28, 2000, incorporated by reference to Exhibit 3(b) of the
Company's Annual Report on Form 10-K for the fiscal year ended
August 31, 2000.
3(c) Certificate of Amendment of the Restated Certificate of Incorporation
of Lindsay Manufacturing Co. dated February 7, 1997, incorporated by
reference to Exhibit 3(b) to the Company's Report on Form 10-Q for the
fiscal quarter ended February 28, 1997.
4(a) Specimen Form of Common Stock Certificate incorporated by reference to
Exhibit 4 to the Company's report on Form 10-Q for the fiscal
quarter ended November 30, 1997.
10(a) Lindsay Manufacturing Co. Executive Compensation Plan incorporated by
reference to Exhibit 10(a) to the Company's report on Form 10-Q for the
fiscal quarter ended February 28, 1998.
10(b) Agreement between the Company and Gary D. Parker, effective December 1,
1999 incorporated by reference to Exhibit 10(a) to the Company's Report
on Form 10-Q for the fiscal quarter ended November 30, 1999.
10(c)* Indemnification Agreement between the Company and its directors and
officers, dated October 24, 2003.
10(d) Lindsay Manufacturing Co. Profit Sharing Plan, incorporated by
reference to Exhibit 10(i) of the Company's Registration Statement on
Form S-1 (Registration No. 33-23084), filed July 15, 1988.
10(e) Lindsay Manufacturing Co. Amended and Restated 1991 Long-Term Incentive
Plan, incorporated by reference to Exhibit 10(f) of the Company's
Annual Report on Form 10-K for the fiscal year ended August 31, 2000.
10(f) Employment Agreement between the Company and Richard W. Parod effective
March 8, 2000, incorporated by reference to Exhibit 10(a) of the
Company's Report on Form 10-Q for the fiscal quarter ended May 31,
2000.
10(g) First Amendment to Employment Agreement, dated May 2, 2003, between
the Company and Richard W. Parod, incorporated by reference to
Exhibit 10 (a) of Amendment No. 1 to the Company's Report on
Form 10-Q for the fiscal quarter ended May 31, 2003.
40
a(3) EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
- ------ -----------
10(h) Lindsay Manufacturing Co. Supplemental Retirement Plan, incorporated by
reference to Exhibit 10(j) of the Company's Annual Report on Form 10K
for the fiscal year ended August 31, 1994.
10(i) Lindsay Manufacturing Co. 2001 Amended and Restated Long-Term Incentive
Plan, incorporated by reference to Exhibit 10(i) of the Company's
Annual Report on Form 10K for the fiscal year ended August 31, 2001.
10(j)* Lindsay Manufacturing Co. Management Incentive Plan (MIP) 2004 Plan
Year
14* Code of Ethical Conduct for Principal Executive Officer and Senior
Financial Officers
21* Subsidiaries of the Company
23* Consent of KPMG LLP
24(a)* The Power of Attorney authorizing Richard W. Parod to sign the Annual
Report on Form 10-K for fiscal 2003 on behalf of certain directors.
31.1* Certification of Chief Executive Officer pursuant to Section 302
of the Sarbanes-Oxley Act of 2002 18 U.S.C. Section 1350.
31.2* Certification of Chief Financial Officer pursuant to Section 302
of the Sarbanes-Oxley Act of 2002 18 U.S.C. Section 1350.
32.1* Certification of Chief Executive Officer and Chief Financial Officer
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 18 U.S.C.
Section 1350.
- ---------------
* Filed herein.
(b) Reports on Form 8-K.
The registrant filed a Form 8-K under Item 7 to furnish a press
release, issued, June 23, 2003, announcing the Company's results of operations
for the quarter and nine months ended May 31, 2003.
The registrant filed a Form 8-K under Item 5 to provide a press release
issued on July 29, 2003 announcing an increase in the Company's quarterly cash
dividend.
41
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 this 21st day of
November, 2003.
LINDSAY MANUFACTURING CO.
By: /s/ BRUCE C. KARSK
--------------------------------------------------
Name: Bruce C. Karsk
Title: Executive Vice President, Chief Financial Officer,
Treasurer and Secretary
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 on this 21st day of November, 2003.
/s/ RICHARD W. PAROD Director, President and Chief Executive
- --------------------------------- Officer
Richard W. Parod
/s/ BRUCE C. KARSK Executive Vice President, Chief Financial
- --------------------------------- Officer,
Bruce C. Karsk Treasurer and Secretary
/s/ THOMAS COSTANZA Corporate Controller
- ---------------------------------
Thomas Costanza
/s/ MICHAEL N. CHRISTODOLOU (1) Chairman of the Board of Directors
- ---------------------------------
Michael N. Christodolou
/s/ HOWARD G. BUFFET (1) Director
- ---------------------------------
Howard G. Buffet
/s/ LARRY H. CUNNINGHAM (1) Director
- ---------------------------------
Larry H. Cunningham
/s/ J.DAVID MCINTOSH (1) Director
- ---------------------------------
J. David McIntosh
/s/ MICHAEL C. NAHL (1) Director
- ---------------------------------
Michael C. Nahl
/s/ WILLIAM F. WELSH II (1) Director
- ---------------------------------
William F. Welsh II
(1) By: /s/ RICHARD W. PAROD
-------------------------
Richard W. Parod,
Attorney-In-Fact
42
LINDSAY MANUFACTURING CO.
VALUATION AND QUALIFYING ACCOUNTS
YEARS ENDED AUGUST 31, 2003, 2002 AND 2001
(DOLLARS IN THOUSANDS)
ADDITIONS
---------
BALANCE AT CHARGED TO CHARGED TO BALANCE AT
BEGINNING COSTS AND OTHER END
DESCRIPTION OF PERIOD EXPENSES ACCOUNTS DEDUCTIONS OF PERIOD
----------- --------- -------- -------- ---------- ---------
Year ended August 31, 2003:
Deducted in the balance sheet from
the assets to which they apply:
- Reserve for guarantee losses(c)............ $ 344 $ 77 $ - $ 95 $ 326
===== ======= ======= ===== =====
- Allowance for doubtful accounts............ $ 492 $ 275 $ - $ 100(a) $ 667
===== ======= ======= ===== =====
- Allowance for inventory obsolescence....... $ 359 $ 206 $ 8 $ 57(b) $ 516
===== ======= ======= ===== =====
Year ended August 31, 2002:
Deducted in the balance sheet from
the assets to which they apply:
- Reserve for guarantee losses(c)............ $ - $ - $ 344 - $ 344
===== ======= ======= ===== =====
- Allowance for doubtful accounts............ $ 577 $ 348 $ (344) $ 89(a) $ 492
===== ======= ======= ===== =====
- Allowance for inventory obsolescence....... $ 629 $ (204) $ - $ 66(b) $ 359
===== ======= ======= ===== =====
Year ended August 31, 2001:
Deducted in the balance sheet from the
assets to which they apply:
- Allowance for doubtful accounts............ $ 445 $ 180 $ 45 $ 93(a) $ 577
===== ======= ======= ===== =====
- Allowance for inventory obsolescence....... $ 631 $ 65 $ - $ 67(b) $ 629
===== ======= ======= ===== =====
Notes:
(a) Deductions consist of uncollectible items written off, less recoveries
of items previously written off.
(b) Deductions consist of obsolete items sold or scrapped.
(c) Represents estimated losses on financing guarantees.
See accompanying independent auditors' report.
43