1 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, 1996 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 No. 0-17116 ------- Lindsay Manufacturing Co. ------------------------------------------------------ (Exact name of registrant as specified in its charter) Delaware 47-0554096 - ------------------------------- ------------------- (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) Box 156, East Highway 91, Lindsay, Nebraska 68644 - ------------------------------------------- ---------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: 402-428-2131 ------------ Securities registered pursuant to Section 12(b) of the Act: None Securities registered pursuant to Section 12(g) of the Act: Title of Class -------------- Common Stock, $1.00 par value 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. X --- As of November 18, 1996, 6,332,916 shares of the registrant's Common Stock were outstanding and the aggregate market value of all Common Stock held by non-affiliates (6,032,568 shares) was $272,973,702 based upon the final sales price on the Nasdaq National Market on such date. DOCUMENTS INCORPORATED BY REFERENCE Portions of the 1996 Annual Report to Stockholders are incorporated herein by reference into Parts I, II and IV. Portions of the Proxy Statement pertaining to the February 7, 1997 annual stockholders' meeting are incorporated herein by reference into Part III. Exhibit index is located on page 10-12. -1-
2 ITEM 1 - BUSINESS (a) Lindsay Manufacturing Co. ("Lindsay" or the "Company") is a leading designer, manufacturer and international and domestic marketer, under its "Zimmatic" trademark, of electrically powered automatic continuous move systems for the irrigation of agricultural crops and related products and services. Lindsay also produces and sells large diameter tubing; manufactures and assembles products for other manufacturers (such as corn planters and sub-assemblies for construction equipment). Lindsay was founded in 1955, and incorporated under Nebraska law in 1969. DEKALB Energy Company, ("DEKALB", formerly DEKALB Corporation) acquired Lindsay in 1974 through its merger into Lindsay Manufacturing Co., a wholly-owned Delaware subsidiary of DEKALB. The company was a wholly-owned subsidiary of DEKALB until October 1988. (b) Industry segment information is included in Part II, Item 8, Footnote K. The information required by this item is incorporated by reference from the 1996 Annual Report to Stockholders on page 23. (c) PRODUCT. Lindsay's irrigation systems are primarily of the 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 percent of Lindsay's irrigation system sales. A typical center pivot for the North American market is approximately 1,300 feet long and is designed to circle within a standard quarter-section of land, which comprises 160 acres, wherein it irrigates approximately 135 acres. A typical center pivot for the international market is also approximately 1,300 feet long. Center pivot or lateral move systems can also be custom designed and can irrigate from 25 to 500 acres. A center pivot system represents a significant investment to a farmer. A typical 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. Lindsay estimates that there are approximately 140,000 to 150,000 center pivot irrigation systems in operation worldwide, resulting in a significant replacement parts business. TYPES OF IRRIGATION - COMPETITIVE PRODUCTS. Center pivot and lateral move irrigation systems compete with three other types of irrigation: flood, drip and other mechanical devices. 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 -2-
3 source is moved and another set of rows are flooded. In "drip" or "trickle" irrigation, perforated pipe is installed on the ground or buried underground at the root level. Several other types of mechanical devices irrigate the remaining irrigated acres. These other types of mechanical devices are not generally being replaced and no longer generate significant sales. Center pivot 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 is a critical determinant in crop performance 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 increased value of crop production attributable to center pivot or lateral move irrigation exceeds any increased costs associated with installing and operating the equipment. Thus, the decision to install a center pivot or lateral move system reflects the profitability of agricultural production, which is determined primarily by the prices of agricultural commodities and the costs of other farming inputs. In recent years, a critical factor has been the extent to which governments, in pursuing agricultural, social and other policies and objectives, have subsidized agricultural profitability and regulated production. In addition, demand for center pivots and lateral moves 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 competitive 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, Lindsay expects demand for center pivots and lateral moves to increase relative to other irrigation methods. UNITED STATES MARKET. The information required by this item is incorporated by reference from the 1996 Annual Report to Stockholders under the heading "Operations Overview" on pages 6 through 11. INTERNATIONAL MARKET. The information required by this item is incorporated by reference from the 1996 Annual Report to Stockholders under the heading "Operations Overview" on pages 6 through 11. -3-
4 COMPETITION. During the 1970's there were over 30 domestic manufacturers of center pivot irrigation systems, while seven manufacturers remain today. Lindsay believes that Lindsay and Valmont Industries, Inc. ("Valmont"), the top two manufacturers, represent 75 percent to 85 percent of the market. Although detailed market information is not available, Lindsay believes its portion of the international market is greater than Valmont's, but its domestic market is somewhat smaller than that of Valmont. There is manufacturing overcapacity in the center pivot and lateral move industry, with resulting price competition. Competition also occurs in areas of product quality and durability, product characteristics, retention and reputation of local dealers, post-sale service, and, at certain times of the year, the availability of systems and their delivery time. Lindsay believes it generally competes favorably with respect to these factors. DIVERSIFIED PRODUCTS AND SERVICES The information required by this item is incorporated by reference from the 1996 Annual Report to Stockholders under the heading "Operations Overview" on pages 6 through 11. SEASONALITY/CYCLICALITY Irrigation equipment sales are seasonal by nature. Farmers generally order systems to be delivered and installed before the growing season. Shipments to North American customers usually peak during Lindsay's second and third quarters for the spring planting period. Lindsay's expansion into diversified manufacturing complements its irrigation operations by using available capacity and reducing seasonality. ORDER BACKLOG As of September 1, 1996 and 1995, Lindsay had an order backlog of approximately $26 million and $15 million, respectively. At year end fiscal 1996, Lindsay had a $16.6 million order backlog for irrigation equipment. This was up from year end fiscal 1995's irrigation equipment order backlog of $7.4 million. Lindsay believes that the farmer's confidence level during July and August of 1996 was higher than 1995 due to stronger agricultural commodity prices, resulting in an increased order backlog. At year end fiscal 1996, order backlog for diversifed products totaled $9.1 million, up 28% from $7.1 million at fiscal 1995 year end. Lindsay manufactures a center pivot or lateral move system only upon a firm order. International orders are generally shipped against prepayments or receipt of an irrevocable letter of credit confirmed by a United States bank or other secured means, which call for delivery within time periods negotiated with the customer. North American orders are manufactured to dealer order, accompanied by a down payment. RAW MATERIALS AND COMPONENTS Raw materials used by Lindsay include coil steel, angle steel, plate steel, zinc, tires, gearboxes, fasteners and electrical components (motors, switches, cable and stators). Lindsay has, on occasion, faced shortages of certain such materials. Lindsay believes it currently has ready access to adequate supplies of raw materials and components. -4-
5 CAPITAL EXPENDITURES Capital expenditures for fiscal 1996, 1995 and 1994, were approximately $4.0 million, $2.8 million and $1.3 million, respectively. Over half of the Fiscal 1996 capital expenditures were related to Lindsay's installation of a robotic manufacturing process for the manufacture of center pivot irrigation equipment pipeline. The remaining capital expenditures were primarily for the general upgrading of the manufacturing plant and equipment. Capital expenditures for fiscal 1997 are expected to be between $3.5 and $4.5 million and will be used principally to expand our metal fabrication, welding, and galvanizing capacity and to improve the Company's existing operating facilities. The Company does not anticipate any needs for substantial capital expenditures for plant expansion over the next several years. PATENTS, TRADEMARKS, LICENSES The "Zimmatic" and other trademarks are registered in most markets in which Lindsay sells its product. Lindsay follows a policy of applying for patents on all significant patentable inventions. Although Lindsay 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 Lindsay at fiscal year end 1996, 1995 and 1994 were 542, 491 and 481, respectively. Lindsay currently employs approximately 600 persons. None of Lindsay's employees are represented by a union. ENVIRONMENTAL AND HEALTH AND SAFETY MATTERS Like other manufacturing concerns, Lindsay is subject to numerous laws and regulations which govern occupational health and safety and the discharge and disposal of materials into the environment. Lindsay 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 the Lindsay, Nebraska facility. Although all currently required permits have been obtained by Lindsay, 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 many cases, compliance with environmental regulations or standards can be achieved only through significant capital and operation expenditures. See Item 3 Legal Proceedings. SUBSIDIARIES Lindsay International Sales Corporation, a subsidiary which conducts foreign sales operations for Lindsay, has relocated its office to Lindsay, Nebraska from Houston, Texas during 1996, reducing costs while at the same time enhancing communication and customer service. Lindsay Transportation, Inc., a wholly-owned subsidiary, was formed in 1975. It owns approximately 115 trailers and, through lease of tractors, supplies the ground transportation in the United States and Canada for Lindsay's products and the bulk of incoming raw materials, and hauls other products on backhauls. Lindsay also has three non-operational subsidiaries. -5-
6 ITEM 2 - PROPERTIES Lindsay owns and occupies 43 acres in Lindsay, Nebraska. Its manufacturing operation has eight separate buildings, with approximately 525,000 square feet of manufacturing area under roof. With the Company's current manufacturing capacity, the Company can increase sales without a major investment in facilities and capital equipment. In fiscal 1997, the Company expects to complete a metal fabrication, welding, and galvanizing capacity project, increasing production capacity to meet the North American peak season (January through May) demand. ITEM 3 - LEGAL PROCEEDINGS Lindsay is a party to a number of lawsuits arising from environmental and other issues in the ordinary course of its business. Management does not believe that these lawsuits, either individually or in the aggregate, are likely to have a material adverse effect on Lindsay's financial condition, results of operations or cash flows. Environmental contamination at Lindsay's manufacturing facility occurred in 1982 when a drill, operated by a sub-contractor installing groundwater monitoring wells, punctured a silt and sand lens and an underlying clay layer beneath a clay-lined lagoon. The 1982 puncture of the clay layer caused acid and solvent leachate to enter the sand and gravel aquifer. Since 1983, Lindsay has worked actively with the Nebraska Department of Environmental Control ("NDEC") to remediate this contamination by purging and treating the aquifer. In October 1989, the Environmental Protection Agency ("EPA") added Lindsay to the list of priority Superfund sites. In 1988, a sampling which was performed in connection with an investigation of the extent of aquifer groundwater contamination revealed solvent contamination (volatile organic compounds) in the soil and shallow groundwater in three locations at and in the vicinity of the plant. Under a 1988 agreement with the EPA and NDEC, Lindsay conducted a Remedial Investigation/Feasibility Study ("RI/FS"). This study was completed in June 1990. Lindsay does not believe that there is any other soil or groundwater contamination at the manufacturing facility. In September 1990, the EPA issued its Record of Decision ("ROD") selecting a plan for completing the remediation of both contaminations. The selected plan implementation was delayed until finalization of the Consent Decree in April 1992. The final remediation plans were approved in 1993 and 1994 and the remediation plans were fully implemented during fiscal 1995. The balance sheet reserve for this remediation decreased to $0.3 million at August 31, 1996 from $1.9 million at fiscal 1995 year end, reflecting an increase to the reserve of $0.3 million, a reclassification of $1.8 million for a contra asset of an insurance recovery in other assets and costs of $0.1 million during the first quarter of fiscal 1996 for the continued implementation of the plans. Additionally, second, third and fourth quarter costs of $0.6 million were expensed on the consolidated statements of operations and was not reflected in the reserve. -6-
7 Lindsay believes that the current reserve is sufficient to cover the estimated cost for complete remediation of both the aquifer and soil and shallow groundwater contaminations under the final plans. Lindsay believes that its insurer should cover costs associated with the contamination of the aquifer that was caused by the puncture of the clay layer in 1982. However, Lindsay and the insurer are in litigation over the extent of the insurance coverage. In 1987, the insurer agreed to reimburse Lindsay for remediation costs incurred by Lindsay. The insurer reduced its reimbursement of remediation costs in early 1990. In late 1990, Lindsay filed suit against the insurer. The insurer completely stopped reimbursement of remediation costs in 1991 and in 1992 the insurer filed a counterclaim against Lindsay for previously reimbursed remediation costs. In December 1995, the court dismissed Lindsay's suit against the insurer and entered a judgment in the amount of $2.4 million in favor of the insurer. Lindsay is in the process of appealing the dismissal of its case against the insurer and the judgment against Lindsay. If the EPA or the NDEC require remediation which is in addition to or different from the current plan and depending on the success of Lindsay's litigation against the insurer, this reserve could increase or decrease depending on the nature of the change in events. ITEM 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 1996. EXECUTIVE OFFICERS OF THE REGISTRANT The executive officers of the Company, their ages, positions and past five years experience are set forth below. All officers are elected for one year terms, which can be annually renewed at a Board of Directors meeting. This meeting is scheduled for February 7, 1997. Age Position with the Company --- ------------------------- Gary D. Parker 51 Chairman, President and Chief Executive Officer Eduardo R. Enriquez 56 Vice President - International Bruce C. Karsk 44 Vice President - Finance, Treasurer and Secretary Clifford P. Loseke 58 Vice President - Manufacturing Charles H. Meis 50 Vice President - Engineering Robert S. Snoozy 50 Vice President - Sales and Marketing Mr. Gary D. Parker is Chairman, President and Chief Executive Officer of Lindsay, and has held such positions since December 1989. Prior to that time and since 1984, he was President and Chief Executive Officer of Lindsay. He served as Executive Vice President from 1978 to 1984. Mr. Parker has also been a Director since 1978. Mr. Eduardo R. Enriquez is President of Lindsay International Sales Corporation and has served in that capacity and as Vice President - International of Lindsay since May of 1986. Prior to that time, and since 1981, he was Vice President - Sales of Lindsay International Sales Corporation. -7-
8 Mr. Bruce C. Karsk is Vice President - Finance, Treasurer and Secretary of Lindsay and has held such positions since 1984. Prior to that time and since 1981, Mr. Karsk had been the Controller. Mr. Clifford P. Loseke is Vice President - Manufacturing of Lindsay, a position he has held since 1975. Mr. Charles H. Meis is Vice President - Engineering of Lindsay and has held such position since 1975. Mr. Robert S. Snoozy is Vice President - Sales and Marketing of Lindsay and has held such position since 1986. Prior to that time and since 1978, he had been Vice President of Marketing. PART II ITEM 5 - MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS Lindsay Common Stock, began public trading on October 12, 1988. It is listed on the Nasdaq National Market under the symbol "LINZ". As of November 18, 1996 there were approximately 250 stock holders of record. The following table sets forth for the periods indicated the range of the high and low sales price: FISCAL YEAR 1996 FISCAL YEAR 1995 ---------------- ---------------- HIGH LOW HIGH LOW ------ ------ ------ ------ First Quarter $24-5/16 $ 21-9/16 $ 21-1/2 $ 18-9/16 Second Quarter 32-3/4 23-11/16 20-13/16 18-13/16 Third Quarter 39-3/4 29-1/4 22 18-13/16 Fourth Quarter 44-1/2 34 23-13/16 20-11/16 Lindsay announced the initiation of a regular cash dividend on its common stock on February 7, 1996 during Lindsay's second quarter. The 5-cent quarterly dividend was paid for the second, third and fourth quarters of fiscal 1996, totaling 15 cents for fiscal Year 1996. ITEM 6 - SELECTED FINANCIAL DATA The information required by this item is incorporated by reference from the 1996 Annual Report to Stockholders under the heading "Selected Financial Data" on page 12. ITEM 7 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION The information required by this item is incorporated by reference from the 1996 Annual Report to Stockholders under the heading "Management's Discussion and Analysis" on pages 13 through 16. -8-
9 CONCERNING FORWARD LOOKING STATEMENTS - This Report on Form 10-K, including the Management's Discussion and Analysis and other sections, contains forward looking statements that are subject to risks and uncertainties and which reflect management's current beliefs and estimates of future economic circumstances, industry conditions, Company performance and financial results. Forward looking statements include the information concerning possible or assumed future results of operations of the Company and those statements preceded by, followed by or include the words "future", "position", "anticipate(s)", "expect", "believe(s)", "see", "plan", "further improve", "outlook", "should", or similar expressions. 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. Readers of this Report should understand that the following important factors, in addition to those discussed elsewhere in this document, could affect the future results of the Company and could cause those results to differ materially from those expressed in these forward looking statements; availability of and price of raw materials, product pricing, competitive environment and related domestic and international market conditions, operating efficiencies and actions of domestic and foreign governments. Any changes in such factors could result in significantly different results. ITEM 8 - FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA The financial statements and accompanying notes, together with the report of independent accountants are incorporated by reference from the 1996 Annual Report to Stockholders on pages 12 through 23. The information required by Item 302 of Regulation S-K is incorporated by reference from the 1996 Annual Report to Stockholders under the heading "Quarterly Data" on page 12. ITEM 9 - CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE None. 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, 1996. 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. This disclosure, if required, will be contained in the Proxy Statement. The information required by this Item is incorporated by reference from the Proxy Statement. Information about Executive Officers is shown on page 7 and 8 of this filing. -9-
10 ITEM 11 - EXECUTIVE COMPENSATION The information required by this Item is incorporated by reference from the Proxy Statement. ITEM 12 - SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT The information required by this Item is incorporated by reference from the Proxy Statement. ITEM 13 - CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS None. PART IV ITEM 14 - EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K (a)(1) Financial Statements The following financial statements of Lindsay Manufacturing Co. are incorporated by reference under Item 8. The 1996 Annual Report to Stockholders is attached as Exhibit 13. <TABLE> <CAPTION> Reference Page -------------- Annual Stockholders Report <S> <C> Report of Independent Accountants 16 Consolidated Statements of Operations for the Years ended August 31, 1996, 1995 and 1994 17 Consolidated Balance Sheets at August 31, 1996 and 1995 18 Consolidated Statements of Stockholders' Equity for the years ended August 31, 1996, 1995 and 1994 17 Consolidated Statements of Cash Flows for the Years ended August 31, 1996, 1995 and 1994 19 Notes to Consolidated Financial Statements 20-23 (a)(2) Financial Statement Schedules </TABLE> <TABLE> <CAPTION> Reference Page -------------- Form 10-K Annual Report <S> <C> Report of Independent Accountants 14 Schedules VIII. Valuation and Qualifying Accounts - Years ended August 31, 1996, 1995 and 1994 15 </TABLE> 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. -10-
11 a(3) EXHIBIT INDEX <TABLE> <CAPTION> Sequential Exhibit Page Number Description Number - ------- ----------- ---------- <S> <C> <C> 3(a) Restated Certificate of Incorporation of the Company, incorporated by reference to amended Exhibit 3(a) of Amendment No. 4 to the Company's Registration Statement on Form S-1 (Registration No. 33-23084), filed October 12, 1988. - 3(b) By-Laws of the Company incorporated by reference to Amended Exhibit 3(b) of Amendment No. 3 to the Company's Registration Statement on Form S-1 (Registration No. 33-23084), filed September 23, 1988. - 4(a) Specimen Form of Common Stock Certificate incorporated by reference to Exhibit 4 of Amendment No. 3 to the Company's Registration Statement on Form S-1 (Registration No. 33-23084), filed September 23, 1988. - 10(a) Tax Sharing Agreement between DEKALB Energy Company and the Company, dated October 12, 1988, incorporated by reference to Exhibit 10(a) of the Company's Annual report on Form 10-K for the fiscal year ended August 31, 1988. - 10(b) Insurance, Liability and Indemnity Agreement between DEKALB Energy Company and the Company, dated October 19, 1988, incorporated by reference to Exhibit 10(c) of the Company's Annual Report on Form 10-K for the fiscal year ended August 31, 1988. - 10(c) Employment Agreement between the Company and Gary D. Parker, effective September 1, 1989 amended June 6, 1991, incorporated by reference to Exhibit 10(c) of the Company's Annual Report on Form 10K for the fiscal year ended August 31, 1991. - 10(d) Indemnification Agreement between the Company and its directors and officers, dated October 10, 1988, incorporated by reference to Exhibit 10(f) of the Company's Annual Report on Form 10-K for the fiscal year ended August 31, 1988. - 10(e) Lindsay Manufacturing Co. Long-Term Incentive Plan, incorporated by reference to amended Exhibit 10(h) of Amendment No. 3 to the Company's Registration Statement on Form S-1 (Registration No. 33-23084), filed September 23, 1988. - 10(f) 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. - </TABLE> -11-
12 a(3) EXHIBIT INDEX <TABLE> <CAPTION> Sequential Exhibit Page Number Description Number - ------ ----------- ---------- <S> <C> 10(g) Lindsay Manufacturing Co. 1991 Long-Term Incentive Plan, incorporated by reference to Exhibit 10(h) of the Company's Annual Report on Form 10-K for the fiscal year ended August 31, 1992. - 10(h) Employment Agreement between the Company and Bruce C. Karsk, Eduardo R. Enriquez, Clifford P. Loseke, Charles H. Meis, and Robert S. Snoozy, effective September 1, 1993, incorporated by reference to Exhibit 10(i) of the Company's Annual Report on Form 10K for the fiscal year ended August 31, 1994. - 10(i) 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. - 11 Statement re Computation of Per Share Earnings. 16 13 Lindsay Manufacturing Co. 1996 Annual Report to Stockholders. 17-44 21 Subsidiaries of the Company, incorporated by reference to Exhibit 22 of the Company's Annual Report on Form 10-K for the fiscal year ended August 31, 1988. - 23 Consent of Coopers & Lybrand L.L.P. 45 24(a) The Power of Attorney authorizing Gary D. Parker and Bruce C. Karsk and each of them singly to sign the Annual Report on Form 10-K, Quarterly Report on Form 10-Q, Report by Issuers of Securities quoted on NASDAQ on Form 10-C, Notification of Late Filing on Form 12b-25 and Amendment to Application or Report on Form 8, on behalf of each other and certain directors, incorporated by reference to Exhibit 25 of the Company's Annual Report on Form 10-K for the fiscal year ended August 31, 1991. - 24(b) The Power of Attorney authorizing Gary D. Parker and Bruce C. Karsk and each of them singly to sign the Annual Report on Form 10-K, Quarterly Report on Form 10-Q, Report by Issuers of Securities quoted on NASDAQ on Form 10-C, Notification of Late Filing on Form 12b-25 and Amendment to Application or Report on Form 8, on behalf of Howard G. Buffett. 46 27 Financial Data Schedule 47 </TABLE> (b) Reports on Form 8-K The Registrant has not filed any reports on Form 8-K during the fourth quarter of fiscal 1996. -12-
13 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. LINDSAY MANUFACTURING CO. By: Bruce C. Karsk ------------------------------------------------ Name: Bruce C. Karsk ------------------------------------------------ Title: Vice President-Finance, Treasurer and Secretary; ------------------------------------------------ Principal Financial and Accounting Officer ------------------------------------------------ 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, 1996. /s/ Gary D. Parker (1) Chairman, President and Chief Executive - ------------------------- Officer Gary D. Parker /s/ Bruce C. Karsk Vice President - Finance, Treasurer and - ------------------------- Secretary; Principal Financial and Bruce C. Karsk Accounting Officer /s/ Ralph J. Kroenke Controller - ------------------------- Ralph J. Kroenke /s/ Howard G. Buffett (1) Director - ------------------------- Howard G. Buffett /s/ John W. Croghan (1) Director - ------------------------- John W. Croghan /s/ J. David Dunn (1) Director - ------------------------- J. David Dunn /s/ George W. Plossl (1) Director - ------------------------- George W. Plossl (1) By: Bruce C. Karsk --------------------------------- Bruce C. Karsk, Attorney-In-Fact. -13-
14 REPORT OF INDEPENDENT ACCOUNTANTS To the Stockholders and Board of Directors of Lindsay Manufacturing Co. Our report on the consolidated financial statements of Lindsay Manufacturing Co. is incorporated by reference to this Form 10-K from page 16 of the Fiscal 1996 Annual Report to Stockholders of Lindsay Manufacturing Co. In connection with our audits of such financial statements, we have also audited the related financial statement schedule listed in the Index to Financial Statement Schedules on page 10 of this Form 10-K. In our opinion, the financial statement schedule referred to above, when considered in relation to the basic financial statements taken as a whole, present fairly, in all material respects, the information required to be included therein. COOPERS & LYBRAND L.L.P. Omaha, Nebraska October 9, 1996 -14-
15 Lindsay Manufacturing Co. SCHEDULE VIII - VALUATION and QUALIFYING ACCOUNTS Years ended August 31, 1996, 1995 and 1994 (Dollars in thousands) ---------------------- <TABLE> <CAPTION> Column A Column B Column C Column D Column E -------- -------- ------------------------------- -------- -------- Additions ------------------------------- Balance at Charged to Charged to Balance at Beginning Costs and Other End Description of Period Expenses Accounts Deductions of Period ----------- ---------- ---------- ---------- ---------- ----------- <S> <C> <C> <C> <C> <C> Year ended August 31, 1996: Deducted in the balance sheet from the assets to which they apply: - Allowance for doubtful accounts $ 573 $ 260 $ 0 $ 110 (a) $ 723 =========== =========== =========== =========== ========= - Allowance for inventory obsolescence $ 672 $ 89 $ 0 $ 71 (b) $ 690 ========== ========== =========== =========== ========= Year ended August 31, 1995: Deducted in the balance sheet from the assets to which they apply: - Allowance for doubtful accounts $ 513 $ 60 $ 0 $ 0 (a) $ 573 =========== =========== =========== =========== ========= - Allowance for inventory obsolescence $ 760 $ 0 $ 13 $ 101 (b) $ 672 =========== =========== =========== =========== ========= Year ended August 31, 1994: Deducted in the balance sheet from the assets to which they apply: - Allowance for doubtful accounts $ 450 $ 60 $ 0 $ (3)(a) $ 513 =========== =========== =========== =========== ========= - Allowance for inventory obsolescence $ 736 $ 52 $ 0 $ 28 (b) $ 760 =========== =========== =========== =========== ========= - ---------- </TABLE> 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. -15-