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