SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (MARK ONE) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended May 31, 2005 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 1-13419 Lindsay Manufacturing Co. (Exact name of registrant as specified in its charter) DELAWARE 47-0554096 --------- ----------- (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 2707 NORTH 108TH STREET, SUITE 102, OMAHA, NEBRASKA 68164 - ---------------------------------------------------- ------- (Address of principal executive offices) (Zip Code) 402-428-2131 - ------------ Registrant's telephone number, including area code 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 whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act). Yes [X] No [ ] As of July 7, 2005, 11,517,536 shares of the registrant's common stock were outstanding. LINDSAY MANUFACTURING CO. AND SUBSIDIARIES INDEX FORM 10-Q Page No. -------- PART I - FINANCIAL INFORMATION ITEM 1 - CONSOLIDATED FINANCIAL STATEMENTS Consolidated Balance Sheets, May 31, 2005 and 2004 and August 31, 2004 3 Consolidated Statements of Operations for the three-months and nine-months ended May 31, 2005 and 2004 4 Consolidated Statements of Cash Flows for the nine-months ended May 31, 2005 and 2004 5 Notes to Consolidated Financial Statements 6-14 ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION 15-21 ITEM 3 - QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK 21-22 ITEM 4 - CONTROLS AND PROCEDURES 22 PART II - OTHER INFORMATION ITEM 1 - LEGAL PROCEEDINGS 23 ITEM 2 - UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS 23 ITEM 3 - DEFAULTS UPON SENIOR SECURITIES 23 ITEM 4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS 23 ITEM 5 - OTHER INFORMATION 23 ITEM 6 - EXHIBITS 23-24 SIGNATURE 25 2 PART I - FINANCIAL INFORMATION ITEM 1 - CONSOLIDATED FINANCIAL STATEMENTS LINDSAY MANUFACTURING CO. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS MAY 31, 2005 AND 2004 AND AUGUST 31, 2004 (UNAUDITED) (UNAUDITED) MAY MAY AUGUST ($ IN THOUSANDS, EXCEPT PAR VALUES) 2005 2004 2004 - ----------------------------------- ----- ----- ---- ASSETS Current assets: Cash and cash equivalents ...................................... $ 19,755 $ 12,055 $ 8,973 Marketable securities .......................................... 11,759 12,692 14,802 Receivables .................................................... 32,392 36,427 34,369 Inventories .................................................... 22,684 22,700 19,780 Deferred income taxes .......................................... 1,684 2,539 1,026 Other current assets ........................................... 3,426 2,142 2,422 --------- --------- --------- Total current assets ........................................... 91,700 88,555 81,372 Long-term marketable securities .................................. 22,154 32,462 32,527 Property, plant and equipment, net ............................... 16,732 14,992 16,355 Other noncurrent assets .......................................... 8,654 8,394 8,747 --------- --------- --------- Total assets ..................................................... $ 139,240 $ 144,403 $ 139,001 ========= ========= ========= LIABILITIES AND SHAREHOLDERS' EQUITY Current liabilities: Accounts payable ............................................... $ 10,398 $ 9,879 $ 9,117 Other current liabilities ...................................... 14,234 20,261 15,359 --------- --------- --------- Total current liabilities ...................................... 24,632 30,140 24,476 Pension benefits liability ....................................... 4,733 2,315 2,169 Other noncurrent liabilities ..................................... 155 179 172 --------- --------- --------- Total liabilities ................................................ 29,520 32,634 26,817 --------- --------- --------- 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, 17,565,184, 17,485,679 and 17,493,841 shares issued in May 2005 and 2004 and August 2004, respectively) ............. 17,565 17,486 17,494 Capital in excess of stated value .............................. 3,500 2,677 2,966 Retained earnings .............................................. 183,834 181,511 181,209 Less treasury stock (at cost, 6,048,448, 5,724,069 and 5,724,069 shares, respectively) ........................................ (96,547) (89,898) (89,898) Accumulated other comprehensive income (loss), net ............. 1,368 (7) 413 --------- --------- --------- Total shareholders' equity ....................................... 109,720 111,769 112,184 --------- --------- --------- Total liabilities and shareholders' equity ....................... $ 139,240 $ 144,403 $ 139,001 ========= ========= ========= The accompanying notes are an integral part of the consolidated financial statements. 3 LINDSAY MANUFACTURING CO. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS FOR THE THREE-MONTHS AND NINE-MONTHS ENDED MAY 31, 2005 AND 2004 (UNAUDITED) THREE MONTHS ENDED NINE MONTHS ENDED ------------------------- ------------------------ MAY MAY MAY MAY (IN THOUSANDS, EXCEPT PER SHARE AMOUNTS) 2005 2004 2005 2004 - ---------------------------------------- ---- ---- ---- ---- Operating revenues ......................... $ 55,985 $ 62,286 $137,239 $150,274 Cost of operating revenues ................. 43,792 49,299 110,707 118,323 -------- -------- -------- -------- Gross profit ............................... 12,193 12,987 26,532 31,951 -------- -------- -------- -------- Operating expenses: Selling expense .......................... 2,692 2,830 8,438 8,588 General and administrative expense ....... 3,421 3,255 10,415 9,527 Engineering and research expense ......... 714 762 2,070 2,198 -------- -------- -------- -------- Total operating expenses ................... 6,827 6,847 20,923 20,313 -------- -------- -------- -------- Operating income ........................... 5,366 6,140 5,609 11,638 Interest income, net ....................... 264 341 820 1,126 Other income, net .......................... (137) (53) 315 437 -------- -------- -------- -------- Earnings before income taxes ............... 5,493 6,428 6,744 13,201 Income tax provision ....................... 1,723 2,083 2,199 4,260 -------- -------- -------- -------- Net earnings ............................... $ 3,770 $ 4,345 $ 4,545 $ 8,941 ======== ======== ======== ======== Basic net earnings per share ............... $ 0.33 $ 0.37 $ 0.39 $ 0.76 ======== ======== ======== ======== Diluted net earnings per share ............. $ 0.32 $ 0.36 $ 0.38 $ 0.75 ======== ======== ======== ======== Average shares outstanding ................. 11,596 11,760 11,693 11,752 Diluted effect of stock options ............ 83 187 155 207 -------- -------- -------- -------- Average shares outstanding assuming dilution 11,679 11,947 11,848 11,959 ======== ======== ======== ======== Cash dividends per share ................... $ 0.055 $ 0.050 $ 0.165 $ 0.150 ======== ======== ======== ======== The accompanying notes are an integral part of the consolidated financial statements. 4 LINDSAY MANUFACTURING CO. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE NINE-MONTHS ENDED MAY 31, 2005 AND 2004 (UNAUDITED) MAY MAY ($ IN THOUSANDS) 2005 2004 - ---------------- ---- ---- CASH FLOWS FROM OPERATING ACTIVITIES: Net earnings .................................................. $ 4,545 $ 8,941 Adjustments to reconcile net earnings to net cash used in operating activities: Depreciation and amortization .............................. 2,639 2,242 Amortization of marketable securities premiums, net ........ 176 109 Loss (gain) on sale of property, plant and equipment ....... 21 (30) Provision for uncollectible accounts receivable ............ 72 178 Equity in net (earnings) losses of equity method investments (201) 235 Deferred income taxes ...................................... (158) (134) Other, net ................................................. 28 (56) Changes in assets and liabilities: Receivables ................................................ 2,664 (13,432) Inventories ................................................ (2,454) (2,522) Other current assets ....................................... (438) (1,335) Accounts payable ........................................... 803 1,694 Other current liabilities .................................. (2,931) 3,379 Current taxes payable ...................................... 1,370 661 Other noncurrent assets and liabilities .................... 2,640 (630) -------- -------- Net cash provided by (used in) operating activities ........... 8,776 (700) -------- -------- CASH FLOWS FROM INVESTING ACTIVITIES: Purchases of property, plant and equipment .................... (2,903) (3,308) Proceeds from sale of property, plant and equipment ........... 24 90 Purchases of marketable securities held-to-maturity ........... - (2,982) Proceeds from maturities or sales of marketable securities held-to-maturity ................................................. - 6,676 Purchases of marketable securities available-for-sale ......... (1,841) (7,371) Proceeds from maturities or sales of marketable securities available-for-sale ............................................... 14,500 5,861 -------- -------- Net cash provided by (used in) investing activities ........... 9,780 (1,034) -------- -------- CASH FLOWS FROM FINANCING ACTIVITIES: Proceeds from issuance of common stock under stock option plan 561 225 Repurchases of common shares .................................. (6,649) - Dividends paid ................................................ (1,920) (1,763) -------- -------- Net cash used in financing activities ......................... (8,008) (1,538) -------- -------- Effect of exchange rate changes on cash ....................... 234 (41) -------- -------- Net increase (decrease) in cash and cash equivalents .......... 10,782 (3,313) Cash and cash equivalents, beginning of period ................ 8,973 15,368 -------- -------- Cash and cash equivalents, end of period ...................... $ 19,755 $ 12,055 ======== ======== The accompanying notes are an integral part of the consolidated financial statements. 5 LINDSAY MANUFACTURING CO. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (1) CONDENSED CONSOLIDATED FINANCIAL STATEMENTS The consolidated financial statements are presented in accordance with the requirements of Form 10-Q and do not include all of the disclosures normally required by accounting principles generally accepted in the United States of America for financial statements contained in Lindsay Manufacturing Co.'s (the "Company") annual Form 10-K filing. Accordingly, these condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in the Company's most recent Form 10-K for the fiscal year ended August 31, 2004. In the opinion of management, the consolidated financial statements of the Company reflect all adjustments of a normal recurring nature necessary to present a fair statement of the financial position and the results of operations and cash flows for the respective interim periods. The results for interim periods are not necessarily indicative of trends or results expected by the Company for a full year. Notes to the consolidated financial statements describe various elements of the financial statements and the accounting policies, estimates, and assumptions applied by management. While actual results could differ from those estimated by management in the preparation of the consolidated financial statements, management believes that the accounting policies, assumptions, and estimates applied promote the representational faithfulness, verifiability, neutrality, and transparency of the accounting information included in the consolidated financial statements. (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". Net earnings does not reflect stock-based employee compensation cost 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 earnings per share if the Company had applied the fair value recognition provisions of SFAS No. 123, "Accounting for Stock-Based Compensation", to stock-based employee compensation. FOR THE THREE-MONTHS ENDED FOR THE NINE-MONTHS ENDED MAY MAY MAY MAY $ IN THOUSANDS 2005 2004 2005 2004 - -------------- ---- ---- ---- ----- Net earnings, as reported ................................. $ 3,770 $ 4,345 $ 4,545 $ 8,941 Deduct: total stock-based employee compensation expense determined under fair value based method for all awards, net of related tax effects ............................. 240 323 962 934 --------- --------- --------- --------- Proforma net earnings ..................................... $ 3,530 $ 4,022 $ 3,583 $ 8,007 ========= ========= ========= ========= Earnings per share: Basic-as reported ................................... $ 0.33 $ 0.37 $ 0.39 $ 0.76 Basic-pro forma ..................................... $ 0.30 $ 0.34 $ 0.31 $ 0.68 Diluted-as reported ................................. $ 0.32 $ 0.36 $ 0.38 $ 0.75 Diluted-pro forma ................................... $ 0.30 $ 0.34 $ 0.30 $ 0.67 SFAS No. 123R, (revised December 2004), "Share-Based Payment" sets accounting requirements for "share-based" compensation to employees, including employee-stock-purchase-plans (ESPPs) and provides guidance on accounting for awards to non-employees. This Statement will require the Company to recognize in the income statement the grant-date fair value of stock options and other equity-based compensation issued to employees, but expresses no preference for a type of valuation model. For public entities, this Statement is effective for the first interim or annual reporting period beginning after June 15, 2005. The Company has historically provided proforma disclosures pursuant to SFAS No. 123 and SFAS No. 148 as if the fair value method of accounting for stock options had been applied, assuming use of the Black-Scholes option-pricing model and that all option 6 grants were recorded at fair value. Although not currently anticipated, other assumptions may be utilized when SFAS No. 123R is adopted. In addition, the Company will also take into consideration the recently issued Staff Accounting Bulletin No. 107. The Company will adopt SFAS No. 123R "Share Based-Payment" during the first quarter of fiscal year 2006. The Company expects that the adoption of SFAS No 123R will have a negative impact on the Company's reported consolidated results of operations. (3) CASH EQUIVALENTS, MARKETABLE SECURITIES, AND LONG-TERM MARKETABLE SECURITIES Cash equivalents are included at cost, which approximates market. At May 31, 2005, a single financial institution held substantially all the Company's cash equivalents. 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. 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. Following management's fiscal year 2004 decision to transfer debt securities from the held-to-maturity portfolio to the available-for-sale portfolio, the Company will not purchase held-to-maturity investments until after August 2006. .Currently, the Company holds no securities designated as held-to-maturity or trading. All 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, net of related income tax effects. The Company monitors its investment portfolio for any decline in fair value that is other-than-temporary and records any such impairment as an impairment loss. No impairment losses for other-than-temporary declines in fair value have been recorded in the nine-months ended May 31, 2005 and 2004. In the opinion of management, the Company is not subject to material market risks with respect to its portfolio of investment securities because the relatively short maturities of these securities make their value less susceptible to interest rate fluctuations. Gross realized gains and losses from sale of available-for-sale securities are as follows: $ IN THOUSANDS - -------------- THREE-MONTHS ENDED MAY 31, NINE-MONTHS ENDED MAY 31, -------------------------- ------------------------- 2005 2004 2005 2004 ---- ---- ---- ---- Gross realized gains ............ $ - $ 28 $ 5 $ 28 Gross realized losses............ $ - $(10) $(51) $(10) 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: $ IN THOUSANDS HELD-TO-MATURITY SECURITIES GROSS GROSS AMORTIZED UNREALIZED UNREALIZED COST GAINS LOSSES FAIR VALUE ---- ----- ------ ---------- As of May 31, 2005: Due within one year .................. $ - $ - $ - $ - Due after one year through five years - - - - ------- ------- ------ ------- $ - $ - $ - $ - ======= ======= ====== ======= As of May 31, 2004: Due within one year ................. $12,692 $ 98 $ - $12,790 Due after one year through five years 20,703 122 (78) 20,747 ------- ------- ------ ------- $33,395 $ 220 $ (78) $33,537 ======= ======= ====== ======= As of August 31, 2004: Due within one year ................. $ - $ - $ - $ - Due after one year through five years - - - - ------- ------- ------ ------- $ - $ - $ - $ - ======= ======= ====== ======= 7 AVAILABLE-FOR-SALE SECURITIES GROSS GROSS AMORTIZED UNREALIZED UNREALIZED COST GAINS LOSSES FAIR VALUE ---- ----- ----- ---------- As of May 31, 2005: Due within one year ................. $ 11,783 $ 3 $ (27) $ 11,759 Due after one year through five years 22,366 1 (213) 22,154 -------- -------- -------- -------- $ 34,149 $ 4 $ (240) $ 33,913 ======== ======== ======== ======== As of May 31, 2004: Due within one year ................. $ - $ - $ - $ - Due after one year through five years 11,825 22 (88) 11,759 -------- -------- -------- -------- $ 11,825 $ 22 $ (88) $ 11,759 ======== ======== ======== ======== As of August 31, 2004: Due within one year ................. $ 14,678 $ 124 $ - $ 14,802 Due after one year through five years 32,353 214 (40) 32,527 -------- -------- -------- -------- $ 47,031 $ 338 $ (40) $ 47,329 ======== ======== ======== ======== (4) INVENTORIES Inventories are stated at the lower of cost or market value. Cost is determined by the last-in, first-out (LIFO) method for the Company's Lindsay, Nebraska inventory. Cost is determined by the weighted average method for inventories at the Company's other operating locations in Washington State, France, Brazil, and South Africa. At all locations, the Company establishes reserves for obsolete, slow moving, and excess inventory by estimating the net realizable value based on the potential future use of such inventory. MAY MAY AUGUST $ IN THOUSANDS 2005 2004 2004 - -------------- ---- ---- ---- Inventory: First-in, first-out (FIFO) inventory $ 16,722 $ 17,584 $ 16,043 LIFO reserves ...................... (4,546) (4,043) (5,333) -------- -------- -------- LIFO inventory ....................... 12,176 13,541 10,710 Weighted average inventory ......... 11,232 9,700 9,597 Obsolescence reserve ............... (724) (541) (527) -------- -------- -------- Total inventories .................... $ 22,684 $ 22,700 $ 19,780 ======== ======== ======== The estimated percentage distribution between major classes of inventory before reserves is as follows: MAY MAY AUGUST 2005 2004 2004 ---- ---- ---- Raw materials .................... 25% 20% 20% Work in process .................. 5% 10% 10% Finished goods and purchased parts 70% 70% 70% SFAS No. 151, "Inventory Costs" eliminates the "so abnormal" criterion in ARB 43 Chapter 4 "Inventory Pricing". This Statement no longer permits a company to capitalize inventory costs on their balances sheets when the production defect rate varies significantly from the expected rate. The Statement reduces the differences between U.S. and international accounting standards. This Statement is effective for inventory cost incurred during annual periods beginning after June 15, 2005. The Company will adopt this Statement in the first quarter of fiscal 2006 and is evaluating this pronouncement's effect on the Company's financial position and net income. 8 (5) PROPERTY, PLANT AND EQUIPMENT Property, plant and equipment are stated at cost, net of accumulated depreciation, as follows: MAY MAY AUGUST $ IN THOUSANDS 2005 2004 2004 - -------------- ---- ---- ---- Property, plant and equipment: Land ................................ $ 336 $ 336 $ 336 Buildings ........................... 10,612 9,609 10,192 Equipment ........................... 39,694 37,973 38,886 Other .............................. 5,323 3,339 3,954 -------- -------- -------- Total property, plant and equipment ..... 55,965 51,257 53,368 Accumulated depreciation and amortization (39,233) (36,265) (37,013) -------- -------- -------- Property, plant and equipment, net ...... $ 16,732 $ 14,992 $ 16,355 ======== ======== ======== Depreciation expense was $811,000 and $718,000 for the three-months ended May 31, 2005 and 2004, respectively, and $2.5 million and $2.2 million for the nine-months ended May 31, 2005 and 2004, respectively. (6) CREDIT ARRANGEMENTS The Company has an agreement with a commercial bank for a $10.0 million unsecured revolving line of credit through December 28, 2005. 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. Under the terms of the line of credit, borrowings, if any, 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 (6.0% at May 31, 2005). The Company expects to renew this line of credit on substantially similar terms. The Company's European subsidiary, Lindsay Europe, has an unsecured revolving line of credit with a commercial bank under which it could borrow up to the Euro equivalent of $2.7 million for working capital purposes. As of May 31, 2005, there was an outstanding balance equal to the Euro equivalent of $891,000 on this line. Under the terms of the line of credit, borrowings, if any, bear interest at a floating rate in effect from time to time designated by the commercial bank as LIBOR+200 basis points (4.1% at May 31, 2005). (7) NET EARNINGS PER SHARE Basic net earnings per share is computed by dividing net earnings by the weighted average number of shares outstanding during the period. Diluted net earnings per share includes the incremental dilutive effect of stock options, which have an exercise price below the average market price of the Company's common shares during the period. The Company had additional stock options outstanding during the period, but these options were excluded from the calculation of diluted earnings per share because they had an exercise price exceeding the average market price of the Company's common shares during the period, as set forth in the following table: MAY 31, 2005 MAY 31, 2004 - ---------------------------------------------------- --------------------------------------------------- WEIGHTED AVERAGE WEIGHTED AVERAGE SHARES PRICE EXPIRE SHARES PRICE EXPIRE ------ ------ ------ ------ ----- ------ September , 2007- November , 2007 - 524,372 $24.04 October, 2014 206,250 $26.48 April, 2014 ======= ====== ======= ====== (8) INDUSTRY SEGMENT INFORMATION The Company manages its business activities in two reportable segments: 9 Irrigation: This segment includes the manufacture and marketing of center pivot, lateral move, and hose reel irrigation systems. The irrigation segment consists of six operating segments that have similar economic characteristics and meet the aggregation criteria of Statement of Financial Accounting Standards (SFAS) No. 131 "Disclosures about Segments of an Enterprise and Related Information." 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 to the consolidated financial statements contained in the Company's 10-K for the fiscal year ended August 31, 2004. 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, and 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 SFAS No. 131 is not shown as this information cannot be reasonably disaggregated by segment and is not utilized by the Company's management. The Company has no single customer representing 10% or more of its total revenues during the three-months or nine-months ended May 31, 2005 or 2004, respectively. Summarized financial information concerning the Company's reportable segments is shown in the following table: FOR THE THREE-MONTHS ENDED FOR THE NINE-MONTHS ENDED -------------------------- ------------------------- MAY MAY MAY MAY $ IN THOUSANDS 2005 2004 2005 2004 - -------------- ---- ---- ---- ---- Operating revenues: Irrigation ............................................... $ 49,978 $ 58,744 $121,541 $141,447 Diversified products ..................................... 6,007 3,542 15,698 8,827 -------- -------- -------- -------- Total operating revenues ...................................... $ 55,985 $ 62,286 $137,239 $150,274 ======== ======== ======== ======== Operating income: Irrigation ............................................... $ 8,671 $ 10,060 $ 16,331 $ 22,740 Diversified products ..................................... 830 97 1,763 623 -------- -------- -------- -------- Segment operating income ...................................... 9,501 10,157 18,094 23,363 Unallocated general & administrative and engineering & research expenses ................................................. 4,135 4,017 12,485 11,725 Interest and other income, net 127 288 1,135 1,563 -------- -------- -------- -------- Earnings before income taxes .................................. $ 5,493 $ 6,428 $ 6,744 $ 13,201 ======== ======== ======== ======== 10 (9) OTHER NONCURRENT ASSETS MAY MAY AUGUST $ IN THOUSANDS 2005 2004 2004 - -------------- ---- ---- ---- Cash surrender value of life insurance policies $1,966 $1,881 $1,903 Deferred income taxes ......................... 1,340 1,495 1,840 Equity method investments ..................... 1,565 1,202 1,364 Goodwill ...................................... 1,378 1,251 1,254 Split dollar life insurance ................... 954 916 916 Intangible pension assets ..................... 373 442 373 Other intangibles, net ........................ 746 495 472 Other ......................................... 332 712 625 ------ ------ ------ Total noncurrent assets ....................... $8,654 $8,394 $8,747 ====== ====== ====== Goodwill represents the excess of the allocable purchase price for assets acquired in certain business acquisitions over the fair value of these assets at the time of the acquisitions. Other intangible assets include non-compete agreements, tradenames, patents, and plans and specifications. Goodwill and intangible assets with indefinite useful lives are not amortized, but instead are tested for impairment of their values at least annually in accordance with SFAS No. 142, "Goodwill and Other Intangible Assets." The estimated fair value of these assets depends on a number of assumptions including forecasted sales growth and operating expenses of the reporting segment in which the assets are used. To the extent that the relevant reporting unit is unable to achieve these assumptions, impairment losses may be recognized. The Company completed its annual impairment evaluation of these non-amortizing assets at August 31, 2004 and determined that no impairment losses were indicated. Other intangible assets that have finite lives are amortized over their realizable lives. Amortization expense for these other intangible assets was $45,000 and $27,000 for the three-months ended May 31, 2005 and 2004, respectively, and $98,000 and $77,000 for the nine-months ended May 31, 2005 and 2004, respectively. These other intangible assets include software rights acquired in fiscal year 2005 for $364,000, which are being amortized on a 3-year straight-line method. The following table summarizes the Company's other intangible assets: MAY MAY AUGUST $ IN THOUSANDS 2005 2004 2004 - -------------- ---- ---- ---- Other intangible assets: Non-compete agreements ....... $ 404 $ 333 $ 385 Tradenames ................... 146 145 145 Patent ....................... 100 100 100 Plans and specifications ..... 75 75 75 Software ..................... 364 - - Other ........................ 32 31 31 Accumulated amortization ........ (375) (189) (264) ----- ----- ----- Total other intangibles assets, net $ 746 $ 495 $ 472 ===== ===== ===== (10) COMPREHENSIVE INCOME The accumulated other comprehensive income or loss shown in the Company's consolidated balance sheets includes the unrealized gains on securities and accumulated foreign currency translation adjustment. The following table shows the difference between the Company's reported net earnings and its comprehensive income: FOR THE THREE-MONTHS ENDED FOR THE NINE-MONTHS ENDED -------------------------- ------------------------- MAY MAY MAY MAY $ IN THOUSANDS 2005 2004 2005 2004 - -------------- ---- ---- ---- ---- Comprehensive income: Net earnings ........................................ $ 3,770 $ 4,345 $ 4,545 $ 8,941 Other comprehensive (loss) income: Unrealized (losses) gains on securities, net of taxes (74) (201) (332) 21 Foreign currency translation ........................ (493) (188) 1,287 60 ------- ------- ------- ------- Total comprehensive income ............................... $ 3,203 $ 3,956 $ 5,500 $ 9,022 ======= ======= ======= ======= 11 (11) GUARANTEES The Company is currently party to guarantee arrangements relating to dealer/customer financing arrangements, and warranties of the Company's products. The following table provides the amount of estimated maximum potential future payments for each major group of the Company's guarantees: MAY MAY AUGUST $ IN THOUSANDS 2005 2004 2004 - -------------- ---- ---- ---- Guarantees: Guarantees for customer equipment financing ....... $2,271 $3,900 $3,700 Guarantees on third party debt of equity investment - 700 700 Product warranties ................................ N/A N/A N/A ------ ------ ------ Total guarantees ....................................... $2,271 $4,600 $4,400 ====== ====== ====== CUSTOMER EQUIPMENT FINANCING In the normal course of its 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 described below. The Company recorded, at estimated fair value, deferred revenue of $75,000 at May 31, 2005, compared to $84,000 at May 31, 2004 and $83,000 at August 31, 2004, classified with other current liabilities, for guarantees. 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 the estimated fair value of the guarantees ratably over the term of the guarantee. Separately, related to these exposures, the Company has accrued a liability of $297,000, $319,000, and $290,000 at May 31, 2005 and 2004, and August 31, 2004, respectively, also classified with other current liabilities, for estimated losses on such guarantees. The Company maintains an agreement with a single financial institution that guarantees the financial institution's pool of financing agreements with end users. This guarantee is approximately $1.4 million at May 31, 2005, $1.7 million at May 31, 2004, and $1.5 million at August 31, 2004. 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 maximum exposure of these limited recourse guarantees is equal to 2.75% of the aggregate amounts originally financed. Separately, the Company maintains limited, specific customer financing recourse arrangements with three financial institutions including the institution referred to above. The original amount of these specific guarantees is approximately $871,000 at May 31, 2005, and approximately $2.2 million at May 31, 2004, and approximately $2.2 million at August 31, 2004. Generally, the Company's exposure is limited to unpaid interest and principal where customer payments have not yet been made as scheduled. In some cases, the guarantee may cover all scheduled payments of a loan. All of the Company's customer-equipment recourse guarantees are collateralized by the value of the equipment being financed. GUARANTEES ON THIRD PARTY DEBT RELATED TO EQUITY INVESTMENT The Company had guaranteed three bank loans and a standby letter of credit on behalf of the irrigation dealership based in Kansas in which the Company previously held a minority equity investment position. By the end of the second quarter fiscal 2005, all underlying bank loans guaranteed had been paid in full and the guarantees released. 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 incurred, but not identified, items based primarily on historical experience of actual warranty claims. This reserve is classified with other current liabilities. The following table provides the changes in the Company's product warranties: 12 FOR THE THREE-MONTHS ENDED MAY MAY $ IN THOUSANDS 2005 2004 - -------------- ---- ---- Warranties: Product warranty accrual balance, March 1 .......... $ 1,164 $ 1,157 Liabilities accrued for warranties during the period 427 395 Warranty claims paid during the period ............. (567) (187) ------- ------- Product warranty accrual balance, end of period ........ $ 1,024 $ 1,365 ======= ======= FOR THE NINE-MONTHS ENDED MAY MAY $ IN THOUSANDS 2005 2004 - -------------- ---- ---- Warranties: Product warranty accrual balance, September 1 ...... $ 1,339 $ 1,152 Liabilities accrued for warranties during the period 856 1,065 Warranty claims paid during the period ............. (1,171) (852) ------- ------- Product warranty accrual balance, end of period ........ $ 1,024 $ 1,365 ======= ======= (12) RETIREMENT PLAN The Company has a supplementary non-qualified, non-funded retirement plan for six current and former executives. Plan benefits are based on the participant'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 four of the participants named in this supplemental retirement plan to provide partial funding for this liability. Components of net periodic benefit cost for the Company's supplemental retirement plan include: FOR THE THREE-MONTHS ENDED FOR THE NINE-MONTHS ENDED -------------------------- ------------------------- MAY MAY MAY MAY $ IN THOUSANDS 2005 2004 2005 2004 - -------------- ---- ---- ---- ---- Net periodic benefit cost: Service cost ................. $ 9 $ 10 $ 27 $ 30 Interest cost ................ 67 72 201 217 Net amortization and deferral. 76 74 228 222 ---- ---- ---- ---- Total net periodic benefit cost... $152 $156 $456 $469 ==== ==== ==== ==== (13) COMMITMENTS AND CONTINGENCIES 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. These include a consent decree that the Company entered in 1992 with the U.S. Environmental Protection Agency concerning groundwater contamination at its Lindsay, Nebraska facility, which is included as an EPA superfund site. 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. The Company holds a minority position in an irrigation dealership based outside of the United States. The Company has an obligation to purchase the remaining shares of this company for an amount of approximately $1.5 million by August 31, 2005. On June 23, 2005, the Company settled a pending lawsuit through mediation. Under generally accepted accounting principles, the settlement of this litigation required that the Company increase the estimate of settlement costs related to this matter as of May 31, 2005 by $335,000. The settlement charge is included in cost of operating revenues in the consolidated statements of operations. 13 (14) INCOME TAXES It is the Company's policy to report income tax expense for interim periods using an estimated annual effective income tax rate. However, the tax effects of significant or unusual items are not considered in the estimated annual effective tax rate. The tax effect of such events is recognized in the interim period in which the event occurs. The effective tax rate for the income tax provision for the nine-month period ended May 31, 2005 increased 0.3% due to a change in the estimated calculation for the income tax provisions recorded for the previous year's Federal and State income tax liabilities and lower tax credits when compared to the same period in fiscal 2004. The effective tax rate for the three-months ended May 31, 2005 was 31.4% compared with 32.4% for the same period in fiscal 2004. This decrease is due to lower effective tax rates at several foreign subsidiaries offset by lower tax credits when compared to the same period in fiscal 2004. Overall, the Company benefits from a U.S. effective tax rate which is lower than the combined federal and state statutory rates primarily due to the federal tax-exempt interest income on its investment portfolio. The American Jobs Creation Act of 2004 (the "Jobs Act"). On October 22, 2004, the Jobs Act was enacted, which directly impacts the Company in several areas. The Company currently takes advantage of the extraterritorial income exclusion ("EIE") in calculation of its federal income tax liability. The Jobs Act repealed the EIE, the benefits of which will be phased out over the next three years, with 80% of the prior benefit allowed in 2005, 60% in 2006 and 0% allowed in any year after 2006. The Company reported at year ended August 31, 2004 an EIE of $253,000. The Jobs Act replaced the EIE with the new "manufacturing deduction" that allows a deduction from taxable income of up to 9% of "qualified production activities income" not to exceed taxable income. The deduction is phased in over a nine-year period, with the eligible percentage increasing from 3% in 2005 to 9% in 2010. The Jobs Act includes a foreign earnings repatriation provision that provides an 85% dividends received deduction for certain dividends received from controlled foreign corporations. The Company does not intend to repatriate earnings of its foreign subsidiaries and accordingly, under APB Opinion No. 23, "Accounting for Income Taxes-Special Areas" has not recorded deferred tax liabilities for unpatriated foreign earnings. However, the Company will continue to analyze the potential tax impact should it elect to repatriate foreign earnings pursuant to the Jobs Act. 14 ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION CONCERNING FORWARD-LOOKING STATEMENTS This quarterly report on Form 10-Q 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 conditions or 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 2005 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 in the Company's annual report on Form 10-K for the year ended August 31, 2004. Readers should not place undue reliance on any forward-looking statement and should recognize that the statements are predictions of future results or conditions, which may not occur as anticipated. Actual results or conditions 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. ACCOUNTING POLICIES In preparing the Company's consolidated financial statements in conformity with accounting principles generally accepted in the United States of America, management must make a variety of decisions, which impact the reported amounts and the related disclosures. These decisions include the selection of the appropriate accounting principles to be applied and the assumptions on which to base accounting estimates. In making these decisions, management applies its judgment based on its understanding and analysis of the relevant circumstances and the Company's historical experience. The Company's accounting policies that are most important to the presentation of its results of operations and financial condition, and which require the greatest use of judgments and estimates by management, are designated as its critical accounting policies. Disclosure on these critical accounting policies is incorporated by reference under Item 7 - "Management's Discussion and Analysis of Financial Condition and Results of Operations" in the Company's Annual Report on Form 10-K for the Company's year ended August 31, 2004. Management periodically re-evaluates and adjusts its critical accounting policies as circumstances change. However, there were no significant changes in the Company's critical accounting policies during the nine-months ended May 31, 2005. INTERNAL CONTROLS OVER FINANCIAL REPORTING Section 404 of the Sarbanes-Oxley Act of 2002 requires the Company to include in the annual report on Form 10-K a report on management's assessment of the effectiveness of the Company's internal controls over financial reporting and a statement that the Company's independent auditor has issued an attestation report on management's assessment of the Company's internal controls over financial reporting. The Company believes it is progressing on the project plan generally as expected to meet this requirement, and does not have unremediated material weaknesses in internal controls over financial reporting. There are no assurances however, that the Company will not discover material weaknesses in its internal controls as it implements new documentation and testing procedures to comply with the new Section 404 reporting requirement. If the Company discovers material weaknesses or is unable to complete the work necessary to properly evaluate its internal controls over financial reporting, there is a risk that management and or the Company's independent auditor may not be able to conclude that the Company's internal controls over financial reporting are effective. OVERVIEW 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 15 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 separate lines of center pivot and lateral move irrigation equipment for use on smaller fields under its Greenfield and Stettyn brands, and hose reel travelers under the Perrot brand (Greenfield in the United States). The Company also produces irrigation controls and chemical injection systems and remote monitoring 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 large industrial companies. Industry segment information about Lindsay is included in Note 8 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 SAS, located in France, 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, (PTY) Ltd, located in South Africa, was organized in September 2002 and manufactures and markets irrigation equipment in markets in southern Africa. Lindsay has two additional operating subsidiaries including Irrigation Specialists, Inc., which is a retail irrigation dealership based in Washington State that operates at four 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. The other operating subsidiary is Lindsay Transportation, Inc. RESULTS OF OPERATIONS The following section presents an analysis of the Company's consolidated operating results displayed in the consolidated statements of operations for the three-months and nine-months ended May 31, 2005 and 2004. It should be read together with the industry segment information in Note 8 to the consolidated financial statements: FOR THE THREE-MONTHS ENDED FOR THE NINE-MONTHS ENDED ---------------------------------------------- ------------------------------------------ PERCENT PERCENT ($ IN THOUSANDS) MAY MAY INCREASE MAY MAY INCREASE - ---------------- 2005 2004 (DECREASE) 2005 2004 (DECREASE) ---- ---- ---------- ---- ---- ---------- Consolidated Operating revenues ............ $ 55,985 $ 62,286 (10.1)% $137,239 $150,274 (8.7)% Cost of operating revenues..... $ 43,792 $ 49,299 (11.2) $110,707 $118,323 (6.4) Gross profit .................. $ 12,193 $ 12,987 (6.1) $ 26,532 $ 31,951 (17.0) Gross margin .................. 21.8% 20.9% 19.3% 21.3% Operating expenses ............ $ 6,827 $ 6,847 (0.3) $ 20,923 $ 20,313 3.0 Operating income .............. $ 5,366 $ 6,140 (12.6) $ 5,609 $ 11,638 (51.8) Operating margin .............. 9.6% 9.9% 4.1% 7.7% Interest income, net .......... $ 264 $ 341 (22.6) $ 820 $ 1,126 (27.2) Other income, net ............. $ (137) $ (53) 158.5 $ 315 $ 437 (27.9) Income tax provision .......... $ 1,723 $ 2,083 (17.3) $ 2,199 $ 4,260 (48.4) Effective income tax rate 31.4% 32.4% 32.6% 32.3% Net earnings .................. $ 3,770 $ 4,345 (13.2) $ 4,545 $ 8,941 (49.2) Irrigation Equipment Segment (1).... Operating revenues ............ $ 49,978 $ 58,744 (14.9) $121,541 $141,447 (14.1) Operating income .............. $ 8,671 $ 10,060 (13.8) $ 16,331 $ 22,740 (28.2) Operating margin .............. 17.4% 17.1% 13.4% 16.1% Diversified Products Segment (1) Operating revenues ............ $ 6,007 $ 3,542 69.6 $ 15,698 $ 8,827 77.8 Operating income .............. $ 830 $ 97 755.2 $ 1,763 $ 623 183.0 Operating margin .............. 13.8% 2.7% 11.2% 7.1% 16 (1) Excludes unallocated general & administrative and engineering & research expenses FOR THE THREE-MONTHS ENDED MAY 31, 2005 REVENUES Operating revenues for the three-months ended May 31, 2005 declined 10% to $56.0 million compared to $62.3 million for the three-months ended May 31, 2004. This decrease was attributable to a 15% decline in irrigation equipment revenues partially offset by a 70% increase in revenues from our diversified manufacturing segment. Domestic irrigation equipment revenues for the three-months ended May 31, 2005 declined $9.4 million or 22%, compared to the same period last year. The decline in irrigation revenue was due to approximately a 36% decline in unit volume compared to the third quarter of fiscal 2004. Management believes that a combination of factors have contributed to the lower demand for irrigation equipment during the quarter. These factors include significantly lower agricultural commodity prices, higher farm input costs, and a reduction in drought conditions. While agricultural commodity prices have rebounded from earlier this year, the price of corn has declined approximately 19%, and soybeans approximately 21%, from the same time last year. In addition, reflecting a plentiful harvest last season, domestic ending inventories of corn, cotton and soybeans more than doubled. While ethanol demand continues to drive corn usage higher, ending inventories for corn are not projected to decline this season. Currently, overall growing conditions for farmers throughout most of the United States remain favorable. The drought conditions experienced in much of the West and Plains regions have been greatly alleviated. The combination of these factors and higher costs for energy and fertilizer, and other farm inputs contributed to reduced demand for products such as irrigation equipment, which represent substantial capital expenditures. International irrigation equipment revenues increased $637,000 or 4% for the three-months ended May 31, 2005 when compared to the same period in fiscal 2004. The increase in irrigation revenue was due to the acquisition of the Stettyn irrigation company in South Africa in the fourth quarter of fiscal 2004 and an increase in exports to the Middle East. This increase in revenue was partially offset by many of the same factors affecting domestic sales of irrigation equipment, including the negative effects of depressed agricultural commodity prices. In addition, the lower value of the United States dollar relative to local currencies continues to negatively impact farmers' profitability due to the fact that world commodity prices are denominated in US dollars and a depressed US dollar yields less revenue for farmers. Diversified manufacturing revenues for the three-months ended May 31, 2005 increased 70% to $6.0 million, from $3.5 million during the second quarter of fiscal 2004. Revenues grew in both contract manufacturing and commercial tubing. The Company continues to develop new relationships for diversified manufacturing in industries outside of agriculture and irrigation. Additionally, the Company is pursuing incremental growth paths for its commercial tubing business. The diversified segment continues to achieve success in developing new business opportunities and expects to see continued growth supported by appropriate investment. GROSS MARGIN Gross margin for the quarter increased to 22% from the 21% gross margin achieved during the third quarter of fiscal 2004. The increase in gross margin is largely attributable to product price increases implemented in 2004 that were designed to pass-through the steel cost increases that occurred in fiscal 2004, partially offset by lower manufacturing variances resulting from lower production volumes. During the third quarter of fiscal 2005, the Company experienced a slight reduction in steel costs from the high level of fiscal 2004. In addition, the Company experienced improved margins with its diversified manufacturing segment due primarily to higher manufacturing volumes which spread fixed costs over a larger base. In addition, Company-wide cost reduction actions have also improved gross margins. OPERATING EXPENSES Operating expenses for the quarter were $6.8 million, which is equal to the prior year period. Operating expenses were positively affected by cost reductions made earlier this year and lower insurance costs offset by incremental operating expenses of Stettyn, the irrigation company which was acquired in the fourth quarter of fiscal 2004, and Sarbanes-Oxley compliance related costs. 17 INTEREST INCOME, OTHER INCOME, AND TAXES Net interest income during the three-months ended May 31, 2005 of $264,000 declined 22.6% from the $341,000 earned during the same period of fiscal 2004. This decrease primarily reflects a reduction of interest income from securities due to smaller balances held in marketable securities and higher balances in interest bearing accounts earning a lower interest rate when compared to the average interest rate earned on securities held. Other income, net was a loss of $137,000 during the three-months ended May 31, 2005, which reflects an increase in the net loss of $84,000 when compared to the same period in fiscal 2004. This increase primarily resulted from a net foreign currency loss of $47,000 and an increase in miscellaneous expenses of $37,000 when compared to the same prior year period. The effective tax rate for the income tax provision for the three-months ended May 31, 2005 decreased due to lower effective tax rates at several foreign subsidiaries offset by lower tax credits when compared to the three-months ended May 31, 2004. The effective tax rate for the three-months ended May 31, 2005 was 31.4% compared with 32.4% for the same period in fiscal 2004. Overall, the Company benefits from a U.S. effective tax rate which is lower than the combined federal and state statutory rates primarily due to the federal tax-exempt interest income on its investment portfolio. The American Jobs Creation Act of 2004 (the "Job's Act") which was signed into law on October 22, 2004 includes provisions which phase out the extraterritorial income deduction over a two year period beginning January 1, 2005. The first year phase out of 20% will impact the Company's tax rates for the eight months of fiscal 2005 occurring after that date. Accordingly, the effect of this phase out has been included in the calculation of the Company's effective tax rate. The Job's Act also includes a one-time deduction for qualifying repatriations of foreign earnings during fiscal 2005. However, the Company does not intend to repatriate earnings of its foreign subsidiaries during fiscal 2005. The incentive for U.S. production activities included in the Job's Act, effective for fiscal years beginning after December 31, 2004, will not impact the Company's tax rate in fiscal 2005. FOR THE NINE-MONTHS ENDED MAY 31, 2005 REVENUES Operating revenues for the nine-months ended May 31, 2005 declined 9% to $137.2 million compared with $150.3 million for the nine-months ended May 31, 2004. This decrease was attributable to a 14% decline in irrigation equipment revenues partially offset by a 78% increase in revenues from our diversified manufacturing segment. Domestic irrigation equipment revenues for the nine-months ended May 31, 2005 declined $21.1 million or 20%, compared to the same period last year. The decline in irrigation revenue was due to a 36% decline in unit volume compared to the nine-months ended May 31, 2004, which was partially offset by increases in the selling price of irrigation equipment. Management believes that the combination of factors described above in the discussion of the three-months ended May 31, 2005 also contributed to the decline in domestic irrigation revenues for the nine-months ended May 31, 2005. International irrigation equipment revenues for the nine-months ended May 31, 2005 increased $1.2 million or 3% over the nine-months ended May 31, 2004. The acquisition of Stettyn, the irrigation company in South Africa, in the fourth quarter of fiscal 2004 contributed additional revenues during the nine-months ended May 31, 2005. This increase was largely offset by a decline in unit volume in other international markets. The decline in unit volume compared to the nine-months ended May 31, 2004 was partially offset by increases in the average selling price of irrigation equipment. Management believes that the combination of factors described above in the discussion of the three-months ended May 31, 2005 also contributed to the decline in unit volume in international irrigation markets for the nine-months ended May 31, 2005. Diversified manufacturing revenues of $15.7 million for the nine-months ended May 31, 2005 represented an increase of $6.9 million or 78% from the same prior year period. Management believes that the combination of factors described above in the discussion of the three-months ended May 31, 2005 also contributed to the increase in diversified manufacturing revenues for the nine-months ended May 31, 2005. GROSS MARGINS The Company's gross margin decreased to 19% in the nine-months ended May 31, 2005, from 21% for the same prior year period. The decrease in gross margin is primarily attributable to the significant reduction in unit volume offset by product price increases implemented in 2004 that were designed to pass-through the steel cost increases that occurred in fiscal 2004. In addition, gross margins continue to improve at the international locations as well as in the diversified manufacturing segment for the reasons set forth in the discussion of the three-months ended May 31, 2005. 18 OPERATING EXPENSES Operating expenses during the nine-months ended May 31, 2005 rose by $610,000 or 3% from the same prior year period. Operating expenses increased due to incremental operating expenses of the Stettyn irrigation company, which was acquired in the fourth quarter of fiscal 2004, and Sarbanes-Oxley compliance related costs, partially offset by cost reductions made earlier this year. INTEREST INCOME, OTHER INCOME, AND TAXES Net interest income during the nine-months ended May 31, 2005 of $820,000 declined 27.2% from the $1.1 million earned during the same period of fiscal 2004. This decrease primarily reflects a reduction of interest income from securities due to smaller balances held in these securities and higher balances in interest bearing accounts earning a lower interest rate when compared to the average interest rate earned on securities held. Other income, net of $315,000 during the nine-months ended May 31, 2005 reflects a decrease of $122,000 compared to other income, net of $437,000 for the same prior year period. This decrease primarily resulted from lower foreign currency net gains of $467,000, and an increase in other miscellaneous expenses of $91,000 partially offset by higher net earnings from minority equity investments of $436,000. The effective rate for the income tax provision for the nine-months ended May 31, 2005 increased due to a change in the estimated calculation for in the income tax provisions recorded for the previous year's Federal and State income tax liabilities and lower tax credits when compared to the same period in fiscal 2004. The effective tax rate for the nine-months ended May 31, 2005 was 32.6% compared with 32.3% for the same period in fiscal 2004. Overall, the Company benefits from a U.S. effective tax rate which is lower than the combined federal and state statutory rates primarily due to the federal tax-exempt interest income on its investment portfolio. LIQUIDITY AND CAPITAL RESOURCES The Company requires cash for financing its receivables and inventories, paying operating costs and capital expenditures, and for dividends. The Company may also use cash to finance business acquisitions and additional stock repurchases from time to time. Historically, the Company has met its liquidity needs and financed all capital expenditures exclusively from its available cash and funds provided by operations. The Company's cash and marketable securities totaled $53.7 million at May 31, 2005, $57.2 million at May 31, 2004, and $56.3 million at August 31, 2004. The Company's marketable securities consist primarily of investment-grade municipal bonds. Cash flows provided by operations totaled $8.8 million during the nine-months ended May 31, 2005, compared to $700,000 used in operations during the same prior year period. The $9.5 million increase in cash flows provided by operations was primarily due to a $16.1 million increase in cash provided by accounts receivables, $4.1 million increase in cash provided by noncurrent assets and liabilities and current assets offset by a $6.3 million decrease in cash from current liabilities, and a $4.4 million decrease in net earnings. The accounts receivable change was primarily due to collection of dealer programs combined with lower revenues in the current nine-months ended May 31, 2005 when compared to the same period in fiscal 2004. Cash flows provided by investing activities totaled $9.8 million during the nine-months ended May 31, 2005 compared to cash flows used in investing activities of $1.0 million during the same prior year period. Cash flows provided by investing activities increased by $10.8 million compared to the same prior year period primarily due to higher proceeds from maturities and sales of marketable securities and lower purchases of marketable securities. Capital expenditures were $2.9 million during the nine-months ended May 31, 2005 compared to $3.3 million during the same prior year period. Capital expenditures were used primarily for updating manufacturing plant and equipment, expanding manufacturing capacity, and further automating the Company's facilities. Capital expenditures for fiscal 2005 are expected to be approximately $4.0 to $4.5 million and will be used to improve the Company's facilities and expand its manufacturing capacity. Cash flows used in financing activities totaled $8.0 million during the nine-months ended May 31, 2005 compared to $1.5 million during the same prior year period. The increase in cash used for the nine-months ended May 31, 2005 as compared to the same prior year period, is primarily the result of repurchases of common shares of $6.6 million. 19 The Company repurchased 324,379 shares of common stock on the open market under the Company's stock repurchase plan during the nine-months ended May 31, 2005. The Company repurchased 185,879 shares of common stock during the three-months ended May 31, 2005. As of May 31, 2005, the Company has existing authorization, without further action by our Board of Directors, to repurchase up to approximately 881,000 shares of the Company's common stock in the open market or otherwise. The Company has an agreement with a commercial bank for a $10.0 million unsecured revolving line of credit through December 28, 2005. 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. Under the terms of the line of credit, borrowings, if any, 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 (6.0% at May 31, 2005). The Company expects to renew this line of credit on substantially similar terms. The Company's European subsidiary, Lindsay Europe, has an unsecured revolving line of credit with a commercial bank under which it could borrow up to the Euro equivalent of $2.7 million for working capital purposes. As of May 31, 2005, there was an $891,000 outstanding balance on this line, which is a $1.3 million decrease during the quarter. Under the terms of the line of credit, borrowings, if any, bear interest at a floating rate in effect from time to time designated by the commercial bank as LIBOR+200 basis points (4.1% at May 31, 2005). The Company believes its current cash resources (including cash and marketable securities balances), projected operating cash flow, and bank lines of credit are sufficient to cover all of its expected working capital needs, planned capital expenditures, dividends, and other cash needs. OFF-BALANCE SHEET ARRANGEMENTS During the three-months ended May 31, 2005, the Company reduced its off-balance sheet exposure to guarantees as described in Note 11, Guarantees, to the consolidated financial statements. CONTRACTUAL OBLIGATIONS AND COMMERCIAL COMMITMENTS There have been no material changes in our contractual obligations and financial commitments as described on page 18 in our Form 10-K for the fiscal year ended August 31, 2004. MARKET CONDITIONS AND FISCAL 2005 OUTLOOK For the fourth-quarter of fiscal 2005, the Company expects irrigation system unit volumes in the domestic and international markets to be lower than the fourth quarter of fiscal 2004. Significantly lower agricultural commodity prices, higher farm input costs, and a reduction in drought conditions in the United States continues to reduce the demand for irrigation systems. The Company expects diversified manufacturing to remain strong for the fourth quarter of fiscal 2005 due to the continued expansion and investment in this business segment. Management believes it has taken appropriate actions to tightly control operating expenses for fiscal 2005. RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS SFAS No. 123R, (revised December 2004), "Share-Based Payment" sets accounting requirements for "share-based" compensation to employees, including employee-stock-purchase-plans (ESPPs) and provides guidance on accounting for awards to non-employees. This Statement will require the Company to recognize in the income statement the grant-date fair value of stock options and other equity-based compensation issued to employees, but expresses no preference for a type of valuation model. For public entities, this Statement is effective for the first interim or annual reporting period beginning after June 15, 2005. The Company has historically provided proforma disclosures pursuant to SFAS No. 123 and SFAS No. 148 as if the fair value method of accounting for stock options had been applied, assuming use of the Black-Scholes option-pricing model and that all option grants were recorded at fair value. Although not currently anticipated, other assumptions may be utilized when SFAS No. 123R is adopted. In addition, the Company will also take into consideration the recently issued Staff Accounting Bulletin No. 107. The Company will adopt SFAS No. 123R "Share Based Payment" during the first quarter of fiscal year 2006. The Company expects that the adoption of SFAS 123 R will have a negative impact on the Company's reported consolidated results of operations. SFAS No. 151, "Inventory Costs" eliminates the "so abnormal" criterion in ARB 43 Chapter 4 "Inventory Pricing". This Statement no longer permits a company to capitalize inventory costs on their balances sheets when the production defect rate varies significantly from the expected rate. The Statement reduces the differences between U.S. and international accounting standards. This Statement is effective for inventory cost incurred during annual periods beginning after June 15, 2005. The Company will 20 adopt this Statement in the first quarter of fiscal 2006 and is evaluating this pronouncement's effect on the Company's financial position and net income. SFAS No. 153, "Exchanges of Nonmonetary Assets" eliminates the exception to the fair-value principle for exchanges of "similar productive assets," which had been accounted for based on the book value of the asset surrendered with no gain recognition. Nonmonetary exchanges have to be accounted for at fair-value, recognizing any gain or loss, if the transactions meet the commercial-substance criterion and fair-value determinable. The Statement reduces the differences between U.S. and international accounting standards. This Statement is effective for nonmonetary asset exchanges occurring in fiscal periods beginning after June 15, 2005. The Company will adopt this Statement in the first quarter of fiscal 2006 and does not expect this pronouncement to have a material impact on the Company's financial position and net income. In December 2004, the Financial Accounting Standard Board (FASB) issued FASB Staff Position No. FAS 109-1 ("FSP FAS 109-1"), "Application of FASB Statement No. 109, Accounting for Income Taxes, to the Tax Deduction on Qualified Production Activities provided by the American Jobs Creation Act of 2004." FSP FAS 109-1 clarifies that the deduction will be treated as a "special deduction" as described in SFAS 109, "Accounting for Income Taxes." As such, the special deduction has no effect on deferred tax assets and liabilities existing at the date of enactment. The impact of the deduction will be reported in the period in which the deduction is claimed. The incentive for U.S. qualified production activities included in the Act is effective as of December 21, 2004. See further discussion of the effect on the Company's consolidated financial statements in Note 14, Income Taxes. SFAS No. 154, "Accounting Changes and Error Corrections" replaces APB Opinion No. 20, "Accounting Changes", and SFAS No. 3, "Reporting Accounting Changes in Interim Financial Statements" and changes the requirements for the accounting for and reporting of a change in accounting principle. This Statement applies to all voluntary changes in accounting principle. It also applies to changes required by an accounting pronouncement in the unusual instance that the pronouncement does not include specific transition provisions. This Statement requires retrospective application to prior periods' financial statements of changes in accounting principle. This Statement shall be effective for accounting changes and corrections of errors made in fiscal years beginning after December 15, 2005. The Company does not expect this pronouncement to have a material impact on the Company's financial position and net income. ITEM 3 - QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK The market value of the Company's investment securities fluctuates inversely with movements in interest rates because all of these investment securities bear interest at fixed rates. Accordingly, during periods of rising interest rates, the market value of these securities will decline. However, the Company does not consider itself to be subject to material market risks with respect to its portfolio of investment securities because the maturity of these securities is relatively short, making their value less susceptible to interest rate fluctuations. The Company has manufacturing operations in the United States, France, Brazil, and South Africa. The Company has sold products throughout the world and purchases certain of its components from third-party foreign suppliers. Export sales made from the United States are principally U.S. dollar denominated. Accordingly, these sales are not subject to significant currency translation risk. However, a majority of the Company's revenue generated from operations outside the United States is denominated in local currency. The Company's most significant transactional foreign currency exposures are the Euro, Brazilian real, and the South African rand in relation to the U.S. dollar. Fluctuations in the value of foreign currencies create exposures which can adversely affect the Company's results of operations. 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. 21 The Company's translation exposure resulting from translating the financial statements of foreign subsidiaries into U.S. dollars is not hedged. ITEM 4 - CONTROLS AND PROCEDURES Based upon their evaluation of the effectiveness of the Company's disclosure controls and procedures (as defined in Exchange Act Rule 13a-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 May 31, 2005. There were no significant changes in the Company's internal control over financial reporting or in other factors that could significantly affect these controls during the quarter ended May 31, 2005, including any corrective actions with regard to significant deficiencies and material weaknesses. 22 PART II - OTHER INFORMATION ITEM 1 - 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. These include a consent decree that the Company entered in 1992 with the U.S. Environmental Protection Agency concerning groundwater contamination at its Lindsay, Nebraska facility, which is included as an EPA superfund site. 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 2 - UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS ISSUER PURCHASES OF EQUITY SECURITIES (c) Total Number of (d) Maximum Number (a) Total Shares Purchased as of Shares that May Number of (b) Average Part of Publicly Yet Be Purchased Shares Price Paid per Announced Plans or Under the Plans and Period Purchased Share Programs (2) Programs - ------ --------- ----- ------------ -------- March 1, 2005 to March 31, 2005 ....... 78,700(1) $ 19.03 78,700 988,318 April 1, 2005 to April 30, 2005 ....... 59,800(1) $ 18.95 59,800 928,518 May 1, 2005 to May 31, 2005 ......... 47,379(1) $ 17.79 47,379 881,139 ------- --------- ------- ------- Total ............ 185,879 $ 18.69 185,879 881,139 ======= ========= ======= ======= (1) All shares were purchased in open market transactions. (2) The Company originally announced a plan to repurchase 250,000 shares on July 26, 1989. Increases in the number of shares that the Company is authorized to repurchase under the plan were announced from time to time since that date, including increases due to three stock splits declared by the Company. As a result, the total number of shares the Company was authorized to purchase under this plan was 1,898,437 on a split-adjusted basis. ITEM 3 - DEFAULTS UPON SENIOR SECURITIES None ITEM 4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS None ITEM 5- OTHER INFORMATION None ITEM 6 - EXHIBITS 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 December 16, 2004, incorporated by reference to Exhibit 3(b) of the Company's Report on Form 8-K filed on December 22, 2004. 23 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. 31(a) Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 18 U.S.C. Section 1350. 31(b) Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 18 U.S.C. Section 1350. 32(a) 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. 24 SIGNATURE 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 11th day of July 2005. LINDSAY MANUFACTURING CO. By: /s/ DAVID B. DOWNING -------------------------------------- Name: David B. Downing Title: Vice President, Chief Financial Officer (Principal Financial Officer) 25