Table of Contents

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10‑Q10-Q

 

(MARK ONE)

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended February 28, 2018November 30, 2020

OR

 

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission File Number 1-13419

 

Lindsay Corporation

(Exact name of registrant as specified in its charter)

 

 

Delaware

 

47‑055409647-0554096

(State or other jurisdiction of

incorporation or organization)

 

(I.R.S. Employer

Identification No.)

 

 

 

2222 N. 111th18135 Burke Street, Suite 100, Omaha, Nebraska

 

6816468022

(Address of principal executive offices)

 

(Zip Code)

 

402‑829-6800

(Registrant's telephone number, including area code)

 

Securities registered pursuant to Section 12(b) of the Act:  

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, $1.00 par value

LNN

New York Stock Exchange, Inc.

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    No 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  Yes    No 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company.  See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act:  

 

Large accelerated filer

  ☒  

 

Accelerated filer

  ☐  

Non‑accelerated filer

  ☐  

(Do not check if smaller reporting company)

Smaller reporting company

    

Emerging growth company

  ☐  

 

 

 

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  Yes    No 

As of March 19, 2018, 10,757,318January 4, 2021, 10,865,246 shares of the registrant’s common stock were outstanding.

 

- 1 -


Table of Contents

 

Lindsay Corporation

INDEX FORM 10-Q

 

 

 

 

 

Page

 

 

 

 

 

Part I – FINANCIAL INFORMATION

ITEM 1 – Financial Statements

Condensed Consolidated Statements of Earnings for the three and six months ended February 28, 2018 and February 28, 2017

 

3

 

 

 

 

 

 

 

ITEM 1 – Financial Statements

3

Condensed Consolidated Statements of Earnings for the three months ended November 30, 2020 and November 30, 2019

3

Condensed Consolidated Statements of Comprehensive Income for the three and six months ended February 28, 2018November 30, 2020 and February 28, 2017November 30, 2019

 

4

 

 

 

 

 

 

 

Condensed Consolidated Balance Sheets as of February 28, 2018, February 28, 2017,November 30, 2020, November 30, 2019, and August 31, 20172020

 

5

 

 

 

 

 

 

 

Condensed Consolidated Statements of Cash FlowsShareholders’ Equity for the sixthree months ended February 28, 2018November 30, 2020 and February 28, 2017November 30, 2019

 

6

 

 

 

 

 

 

 

Notes to the Condensed Consolidated Financial Statements of Cash Flows for the three months ended November 30, 2020 and November 30, 2019

 

7

 

 

 

 

 

 

 

Notes to the Condensed Consolidated Financial Statements

8

ITEM 2 – Management’s Discussion and Analysis of Financial Conditionand Results of Operations

 

16

 

 

 

 

 

 

 

ITEM 3 – Quantitative and Qualitative Disclosures about Market Risk

22

ITEM 4 – Controls and Procedures

22

Part II – OTHER INFORMATION

 

23

 

 

 

 

 

 

 

ITEM 41Controls and Procedures Legal Proceedings

 

23

 

 

 

 

 

Part IIITEM 1AOTHER INFORMATIONRisk Factors

 

23

 

 

 

 

 

 

 

ITEM 12 Legal ProceedingsUnregistered Sales of Equity Securities and Use of Proceeds

23

ITEM 3 – Defaults Upon Senior Securities

23

ITEM 4 – Mine Safety Disclosures

23

ITEM 5 – Other Information

23

ITEM 6 – Exhibits

 

24

 

 

 

 

 

ITEM 1A – Risk Factors

24

ITEM 2 – Unregistered Sales of Equity Securities and Use of Proceeds

24

ITEM 3 – Defaults Upon Senior Securities

24

ITEM 4 – Mine Safety Disclosures

24

ITEM 5 – Other Information

24

ITEM 6 – ExhibitsSIGNATURES

 

25

SIGNATURES

26

 

- 2 -


Table of Contents

 

Part I – FINANCIALFINANCIAL INFORMATION

ITEM 1 - Financial Statements

LINDSAY CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS

(Unaudited)

 

 

Three months ended

 

 

Six months ended

 

 

Three months ended

 

($ and shares in thousands, except per share amounts)

 

February 28,

2018

 

 

February 28,

2017

 

 

February 28,

2018

 

 

February 28,

2017

 

 

November 30,

2020

 

 

November 30,

2019

 

Operating revenues

 

$

130,339

 

 

$

124,125

 

 

$

254,865

 

 

$

234,515

 

 

$

108,485

 

 

$

109,393

 

Cost of operating revenues

 

 

95,023

 

 

 

91,184

 

 

 

187,152

 

 

 

173,200

 

 

 

77,077

 

 

 

75,319

 

Gross profit

 

 

35,316

 

 

 

32,941

 

 

 

67,713

 

 

 

61,315

 

 

 

31,408

 

 

 

34,074

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating expenses:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Selling expense

 

 

10,020

 

 

 

10,132

 

 

 

20,245

 

 

 

20,114

 

 

 

7,331

 

 

 

6,492

 

General and administrative expense

 

 

14,311

 

 

 

10,230

 

 

 

26,229

 

 

 

21,585

 

 

 

13,452

 

 

 

11,804

 

Engineering and research expense

 

 

3,919

 

 

 

4,057

 

 

 

7,972

 

 

 

8,359

 

 

 

3,090

 

 

 

3,502

 

Total operating expenses

 

 

28,250

 

 

 

24,419

 

 

 

54,446

 

 

 

50,058

 

 

 

23,873

 

 

 

21,798

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating income

 

 

7,066

 

 

 

8,522

 

 

 

13,267

 

 

 

11,257

 

 

 

7,535

 

 

 

12,276

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other income (expense):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other (expense) income:

 

 

 

 

 

 

 

 

Interest expense

 

 

(1,095

)

 

 

(1,201

)

 

 

(2,331

)

 

 

(2,410

)

 

 

(1,201

)

 

 

(1,186

)

Interest income

 

 

311

 

 

 

171

 

 

 

686

 

 

 

336

 

 

 

303

 

 

 

615

 

Other (expense) income, net

 

 

(606

)

 

 

144

 

 

 

(1,154

)

 

 

(212

)

Other income (expense), net

 

 

246

 

 

 

(450

)

Total other (expense) income

 

 

(652

)

 

 

(1,021

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Earnings before income taxes

 

 

5,676

 

��

 

7,636

 

 

 

10,468

 

 

 

8,971

 

 

 

6,883

 

 

 

11,255

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Income tax expense

 

 

3,941

 

 

 

2,624

 

 

 

5,548

 

 

 

3,086

 

Income tax (benefit) expense

 

 

(212

)

 

 

2,910

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net earnings

 

$

1,735

 

 

$

5,012

 

 

$

4,920

 

 

$

5,885

 

 

$

7,095

 

 

$

8,345

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Earnings per share:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

$

0.16

 

 

$

0.47

 

 

$

0.46

 

 

$

0.55

 

 

$

0.65

 

 

$

0.77

 

Diluted

 

$

0.16

 

 

$

0.47

 

 

$

0.46

 

 

$

0.55

 

 

$

0.65

 

 

$

0.77

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Shares used in computing earnings per share:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

 

10,743

 

 

 

10,657

 

 

 

10,724

 

 

 

10,647

 

 

 

10,845

 

 

 

10,795

 

Diluted

 

 

10,765

 

 

 

10,674

 

 

 

10,752

 

 

 

10,670

 

 

 

10,888

 

 

 

10,828

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash dividends declared per share

 

$

0.30

 

 

$

0.29

 

 

$

0.60

 

 

$

0.58

 

 

$

0.32

 

 

$

0.31

 

 

See accompanying notes to condensed consolidated financial statements.

- 3 -


Table of Contents

 

LINDSAY CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(Unaudited)

 

 

Three months ended

 

 

Six months ended

 

 

Three months ended

 

($ in thousands)

 

February 28,

2018

 

 

February 28,

2017

 

 

February 28,

2018

 

 

February 28,

2017

 

 

November 30,

2020

 

 

November 30,

2019

 

Net earnings

 

$

1,735

 

 

$

5,012

 

 

$

4,920

 

 

$

5,885

 

 

$

7,095

 

 

$

8,345

 

Other comprehensive income:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other comprehensive income (loss):

 

 

 

 

 

 

 

 

Defined benefit pension plan adjustment, net of tax

 

 

37

 

 

 

38

 

 

 

69

 

 

 

75

 

 

 

43

 

 

 

43

 

Foreign currency translation adjustment, net of hedging activities and tax

 

 

1,814

 

 

 

1,947

 

 

 

780

 

 

 

513

 

 

 

1,384

 

 

 

(293

)

Total other comprehensive income, net of tax (benefit)

expense of ($306), $87, ($274) and $653, respectively

 

 

1,851

 

 

 

1,985

 

 

 

849

 

 

 

588

 

Unrealized loss on marketable securities, net of tax

 

 

(32

)

 

 

0

 

Total other comprehensive income (loss), net of tax (benefit) expense of ($32), and $76, respectively

 

 

1,395

 

 

 

(250

)

Total comprehensive income

 

$

3,586

 

 

$

6,997

 

 

$

5,769

 

 

$

6,473

 

 

$

8,490

 

 

$

8,095

 

 

See accompanying notes to condensed consolidated financial statements.

- 4 -


Table of Contents

 

LINDSAY CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)

 

($ and shares in thousands, except par values)

 

February 28,

2018

 

 

February 28,

2017

 

 

August 31,

2017

 

 

November 30,

2020

 

 

November 30,

2019

 

 

August 31,

2020

 

ASSETS

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Current assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

$

102,211

 

 

$

102,825

 

 

$

121,620

 

 

$

126,802

 

 

$

120,910

 

 

$

121,403

 

Receivables, net of allowance of $7,736, $7,473, and $7,447,

respectively

 

 

96,738

 

 

 

78,828

 

 

 

73,850

 

Marketable securities

 

 

19,624

 

 

 

0

 

 

 

19,511

 

Receivables, net of allowance of $2,960, $2,785, and $2,780,

respectively

 

 

74,909

 

 

 

79,317

 

 

 

84,604

 

Inventories, net

 

 

102,975

 

 

 

82,847

 

 

 

86,155

 

 

 

114,278

 

 

 

97,284

 

 

 

104,792

 

Prepaid expenses

 

 

5,339

 

 

 

5,208

 

 

 

4,384

 

Other current assets

 

 

6,092

 

 

 

15,968

 

 

 

6,925

 

Assets held-for-sale

 

 

0

 

 

 

2,744

 

 

 

0

 

Other current assets, net

 

 

20,837

 

 

 

16,376

 

 

 

17,625

 

Total current assets

 

 

313,355

 

 

 

285,676

 

 

 

292,934

 

 

 

356,450

 

 

 

316,631

 

 

 

347,935

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Property, plant, and equipment:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cost

 

 

192,898

 

 

 

185,714

 

 

 

189,140

 

 

 

212,725

 

 

 

193,000

 

 

 

208,107

 

Less accumulated depreciation

 

 

(120,220

)

 

 

(110,082

)

 

 

(114,642

)

 

 

(131,430

)

 

 

(122,695

)

 

 

(128,526

)

Property, plant, and equipment, net

 

 

72,678

 

 

 

75,632

 

 

 

74,498

 

 

 

81,295

 

 

 

70,305

 

 

 

79,581

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Intangibles, net

 

 

40,677

 

 

 

44,890

 

 

 

42,808

 

 

 

22,817

 

 

 

23,739

 

 

 

23,477

 

Goodwill

 

 

77,296

 

 

 

76,577

 

 

 

77,131

 

 

 

68,027

 

 

 

64,358

 

 

 

68,004

 

Operating lease right-of-use assets

 

 

26,008

 

 

 

25,764

 

 

 

27,457

 

Deferred income tax assets

 

 

5,773

 

 

 

3,094

 

 

 

5,311

 

 

 

9,924

 

 

 

9,902

 

 

 

9,935

 

Other noncurrent assets

 

 

12,575

 

 

 

4,747

 

 

 

13,350

 

 

 

10,681

 

 

 

16,112

 

 

 

14,137

 

Total assets

 

$

522,354

 

 

$

490,616

 

 

$

506,032

 

 

$

575,202

 

 

$

526,811

 

 

$

570,526

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

LIABILITIES AND SHAREHOLDERS' EQUITY

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Accounts payable

 

$

46,599

 

 

$

44,254

 

 

$

36,717

 

 

$

36,263

 

 

$

30,097

 

 

$

29,554

 

Current portion of long-term debt

 

 

203

 

 

 

199

 

 

 

201

 

 

 

214

 

 

 

210

 

 

 

195

 

Other current liabilities

 

 

57,720

 

 

 

46,350

 

 

 

55,119

 

 

 

65,910

 

 

 

54,494

 

 

 

72,646

 

Total current liabilities

 

 

104,522

 

 

 

90,803

 

 

 

92,037

 

 

 

102,387

 

 

 

84,801

 

 

 

102,395

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Pension benefits liabilities

 

 

6,152

 

 

 

6,708

 

 

 

6,295

 

 

 

6,293

 

 

 

5,948

 

 

 

6,374

 

Long-term debt

 

 

116,673

 

 

 

116,876

 

 

 

116,775

 

 

 

115,641

 

 

 

115,805

 

 

 

115,682

 

Operating lease liabilities

 

 

24,863

 

 

 

25,323

 

 

 

25,862

 

Deferred income tax liabilities

 

 

1,179

 

 

 

1,678

 

 

 

1,191

 

 

 

902

 

 

 

845

 

 

 

889

 

Other noncurrent liabilities

 

 

20,768

 

 

 

20,995

 

 

 

19,679

 

 

 

21,215

 

 

 

21,089

 

 

 

20,806

 

Total liabilities

 

 

249,294

 

 

 

237,060

 

 

 

235,977

 

 

 

271,301

 

 

 

253,811

 

 

 

272,008

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Shareholders' equity:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Preferred stock of $1 par value -

 

 

 

 

 

 

 

 

 

 

 

 

Authorized 2,000 shares; no shares issued and outstanding

 

 

 

 

 

 

 

 

 

Common stock of $1 par value - authorized 25,000 shares;

18,841, 18,746, and 18,780 shares issued, respectively

 

 

18,841

 

 

 

18,746

 

 

 

18,780

 

 

 

 

 

 

 

 

 

 

 

 

 

Preferred stock of $1 par value - authorized 2,000 shares; 0 shares issued and outstanding

 

 

0

 

 

 

0

 

 

 

0

 

Common stock of $1 par value - authorized 25,000 shares;

18,948, 18,897, and 18,918 shares issued, respectively

 

 

18,948

 

 

 

18,897

 

 

 

18,918

 

Capital in excess of stated value

 

 

66,625

 

 

 

59,002

 

 

 

63,006

 

 

 

78,026

 

 

 

71,706

 

 

 

77,686

 

Retained earnings

 

 

476,091

 

 

 

466,630

 

 

 

477,615

 

 

 

503,342

 

 

 

479,732

 

 

 

499,724

 

Less treasury stock - at cost, 8,083, 8,083, and 8,083 shares,

respectively

 

 

(277,238

)

 

 

(277,238

)

 

 

(277,238

)

Less treasury stock - at cost, 8,083 shares

 

 

(277,238

)

 

 

(277,238

)

 

 

(277,238

)

Accumulated other comprehensive loss, net

 

 

(11,259

)

 

 

(13,584

)

 

 

(12,108

)

 

 

(19,177

)

 

 

(20,097

)

 

 

(20,572

)

Total shareholders' equity

 

 

273,060

 

 

 

253,556

 

 

 

270,055

 

 

 

303,901

 

 

 

273,000

 

 

 

298,518

 

Total liabilities and shareholders' equity

 

$

522,354

 

 

$

490,616

 

 

$

506,032

 

 

$

575,202

 

 

$

526,811

 

 

$

570,526

 

 

See accompanying notes to condensed consolidated financial statements.

- 5 -


Table of Contents

 

Lindsay Corporation and Subsidiaries

 

CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY

 

($ and shares in thousands, except per share amounts)

 

(Unaudited)

 

 

 

Shares of

common

stock

 

 

Shares of

treasury

stock

 

 

Common

stock

 

 

Capital in

excess of

stated

value

 

 

Retained

earnings

 

 

Treasury

stock

 

 

Accumulated

other

comprehensive

loss,

net

 

 

Total

shareholders’

equity

 

Balance at August 31, 2019

 

 

18,870

 

 

 

8,083

 

 

$

18,870

 

 

$

71,684

 

 

$

474,740

 

 

$

(277,238

)

 

$

(19,847

)

 

$

268,209

 

Comprehensive income:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

     Net earnings

 

 

0

 

 

 

0

 

 

 

0

 

 

 

0

 

 

 

8,345

 

 

 

0

 

 

 

0

 

 

 

8,345

 

     Other comprehensive loss

 

 

0

 

 

 

0

 

 

 

0

 

 

 

0

 

 

 

0

 

 

 

0

 

 

 

(250

)

 

 

(250

)

Total comprehensive income

 

 

0

 

 

 

0

 

 

 

0

 

 

 

0

 

 

 

0

 

 

 

0

 

 

 

0

 

 

 

8,095

 

Cash dividends ($.31 per share)

 

 

0

 

 

 

0

 

 

 

0

 

 

 

0

 

 

 

(3,353

)

 

 

0

 

 

 

0

 

 

 

(3,353

)

Issuance of common shares under share compensation plans, net

 

 

27

 

 

 

0

 

 

 

27

 

 

 

(1,138

)

 

 

0

 

 

 

0

 

 

 

0

 

 

 

(1,111

)

Share-based compensation expense

 

 

0

 

 

 

0

 

 

 

0

 

 

 

1,160

 

 

 

0

 

 

 

0

 

 

 

0

 

 

 

1,160

 

Balance at November 30, 2019

 

 

18,897

 

 

 

8,083

 

 

$

18,897

 

 

$

71,706

 

 

$

479,732

 

 

$

(277,238

)

 

$

(20,097

)

 

$

273,000

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance at August 31, 2020

 

 

18,918

 

 

 

8,083

 

 

$

18,918

 

 

$

77,686

 

 

$

499,724

 

 

$

(277,238

)

 

$

(20,572

)

 

$

298,518

 

Comprehensive income:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

     Net earnings

 

 

0

 

 

 

0

 

 

 

0

 

 

 

0

 

 

 

7,095

 

 

 

0

 

 

 

0

 

 

 

7,095

 

     Other comprehensive income

 

 

0

 

 

 

0

 

 

 

0

 

 

 

0

 

 

 

0

 

 

 

0

 

 

 

1,395

 

 

 

1,395

 

Total comprehensive income

 

 

0

 

 

 

0

 

 

 

0

 

 

 

0

 

 

 

0

 

 

 

0

 

 

 

0

 

 

 

8,490

 

Cash dividends ($.32 per share)

 

 

0

 

 

 

0

 

 

 

0

 

 

 

0

 

 

 

(3,477

)

 

 

0

 

 

 

0

 

 

 

(3,477

)

Repurchase of common stock

 

 

0

 

 

 

0

 

 

 

0

 

 

 

0

 

 

 

0

 

 

 

0

 

 

 

0

 

 

 

0

 

Issuance of common shares under share compensation plans, net

 

 

30

 

 

 

0

 

 

 

30

 

 

 

(1,243

)

 

 

0

 

 

 

0

 

 

 

0

 

 

 

(1,213

)

Share-based compensation expense

 

 

0

 

 

 

0

 

 

 

0

 

 

 

1,583

 

 

 

0

 

 

 

0

 

 

 

0

 

 

 

1,583

 

Balance at November 30, 2020

 

 

18,948

 

 

 

8,083

 

 

$

18,948

 

 

$

78,026

 

 

$

503,342

 

 

$

(277,238

)

 

$

(19,177

)

 

$

303,901

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

See accompanying notes to condensed consolidated financial statements.

 

 

 

 

 

 

 

 

 

 

 

 

 

- 6 -


Table of Contents

LINDSAY CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

 

 

Three months ended

 

($ in thousands)

 

November 30, 2020

 

 

November 30, 2019

 

CASH FLOWS FROM OPERATING ACTIVITIES:

 

 

 

 

 

 

 

 

Net earnings

 

$

7,095

 

 

$

8,345

 

Adjustments to reconcile net earnings to net cash provided by operating activities:

 

 

 

 

 

 

 

 

Depreciation and amortization

 

 

5,140

 

 

 

4,748

 

Provision for uncollectible accounts receivable

 

 

158

 

 

 

248

 

Deferred income taxes

 

 

140

 

 

 

1,987

 

Share-based compensation expense

 

 

1,583

 

 

 

1,160

 

Foreign currency transaction (gain) loss

 

 

(203

)

 

 

668

 

Other, net

 

 

36

 

 

 

(294

)

Changes in assets and liabilities:

 

 

 

 

 

 

 

 

Receivables

 

 

8,896

 

 

 

(4,122

)

Inventories

 

 

(8,294

)

 

 

(4,931

)

Other current assets

 

 

(3,068

)

 

 

(2,466

)

Accounts payable

 

 

7,286

 

 

 

725

 

Other current liabilities

 

 

(7,146

)

 

 

(1,901

)

Other noncurrent assets and liabilities

 

 

3,750

 

 

 

(2,626

)

Net cash provided by operating activities

 

 

15,373

 

 

 

1,541

 

 

 

 

 

 

 

 

 

 

CASH FLOWS FROM INVESTING ACTIVITIES:

 

 

 

 

 

 

 

 

Purchases of property, plant, and equipment

 

 

(5,614

)

 

 

(4,322

)

Purchases of marketable securities available-for-sale

 

 

(3,844

)

 

 

0

 

Proceeds from maturities of marketable securities available-for-sale

 

 

3,616

 

 

 

0

 

Proceeds from settlement of net investment hedges

 

 

0

 

 

 

1,092

 

Other investing activities, net

 

 

0

 

 

 

24

 

Net cash used in investing activities

 

 

(5,842

)

 

 

(3,206

)

 

 

 

 

 

 

 

 

 

CASH FLOWS FROM FINANCING ACTIVITIES:

 

 

 

 

 

 

 

 

Proceeds from exercise of stock options

 

 

56

 

 

 

0

 

Common stock withheld for payroll tax obligations

 

 

(1,269

)

 

 

(1,111

)

Principal payments on long-term debt

 

 

(35

)

 

 

(52

)

Dividends paid

 

 

(3,477

)

 

 

(3,353

)

Net cash used in financing activities

 

 

(4,725

)

 

 

(4,516

)

 

 

 

 

 

 

 

 

 

Effect of exchange rate changes on cash and cash equivalents

 

 

593

 

 

 

(113

)

Net change in cash and cash equivalents

 

 

5,399

 

 

 

(6,294

)

Cash and cash equivalents, beginning of period

 

 

121,403

 

 

 

127,204

 

Cash and cash equivalents, end of period

 

$

126,802

 

 

$

120,910

 

 

 

 

 

 

 

 

 

 

SUPPLEMENTAL CASH FLOW INFORMATION

 

 

 

 

 

 

 

 

Income taxes paid, net of refunds

 

$

418

 

 

$

(56

)

Interest paid

 

$

77

 

 

$

67

 

 

 

 

Six months ended

 

($ in thousands)

 

February 28,

2018

 

 

February 28,

2017

 

CASH FLOWS FROM OPERATING ACTIVITIES:

 

 

 

 

 

 

 

 

Net earnings

 

$

4,920

 

 

$

5,885

 

Adjustments to reconcile net earnings to net cash provided by operating

   activities:

 

 

 

 

 

 

 

 

Depreciation and amortization

 

 

8,599

 

 

 

8,120

 

Provision for uncollectible accounts receivable

��

 

228

 

 

 

(609

)

Deferred income taxes

 

 

(931

)

 

 

1,707

 

Share-based compensation expense

 

 

1,887

 

 

 

1,815

 

Other, net

 

 

45

 

 

 

(594

)

Changes in assets and liabilities:

 

 

 

 

 

 

 

 

Receivables

 

 

(23,084

)

 

 

2,710

 

Inventories

 

 

(15,239

)

 

 

(7,368

)

Prepaid expenses and other current assets

 

 

(1,731

)

 

 

3,375

 

Accounts payable

 

 

9,728

 

 

 

11,926

 

Other current liabilities

 

 

5,313

 

 

 

(14,122

)

Other noncurrent assets and liabilities

 

 

1,368

 

 

 

(2,123

)

Net cash (used in) provided by operating activities

 

 

(8,897

)

 

 

10,722

 

 

 

 

 

 

 

 

 

 

CASH FLOWS FROM INVESTING ACTIVITIES:

 

 

 

 

 

 

 

 

Purchases of property, plant, and equipment

 

 

(4,715

)

 

 

(4,194

)

Proceeds from settlement of net investment hedges

 

 

101

 

 

 

2,054

 

Payments for settlement of net investment hedges

 

 

(1,967

)

 

 

(482

)

Other investing activities, net

 

 

137

 

 

 

136

 

Net cash used in investing activities

 

 

(6,444

)

 

 

(2,486

)

 

 

 

 

 

 

 

 

 

CASH FLOWS FROM FINANCING ACTIVITIES:

 

 

 

 

 

 

 

 

Proceeds from exercise of stock options

 

 

2,788

 

 

 

647

 

Common stock withheld for payroll tax obligations

 

 

(833

)

 

 

(635

)

Principal payments on long-term debt

 

 

(100

)

 

 

(98

)

Dividends paid

 

 

(6,444

)

 

 

(6,181

)

Net cash used in financing activities

 

 

(4,589

)

 

 

(6,267

)

 

 

 

 

 

 

 

 

 

Effect of exchange rate changes on cash and cash equivalents

 

 

521

 

 

 

(390

)

Net change in cash and cash equivalents

 

 

(19,409

)

 

 

1,579

 

Cash and cash equivalents, beginning of period

 

 

121,620

 

 

 

101,246

 

Cash and cash equivalents, end of period

 

$

102,211

 

 

$

102,825

 

SUPPLEMENTAL CASH FLOW INFORMATION

 

 

 

 

 

 

 

 

Income taxes paid

 

$

2,141

 

 

$

7,233

 

Interest paid

 

$

2,301

 

 

$

2,383

 

 

See accompanying notes to condensed consolidated financial statements.

- 67 -


Table of Contents

 

LINDSAY CORPORATION AND SUBSIDIARIES

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Note 1 – Condensed Consolidated Financial StatementsBasis of Presentation

The condensed consolidated financial statements are presented in accordance with the rules and regulations of the Securities and Exchange Commission (the “SEC”) and do not include all of the disclosures normally required by U.S. generally accepted accounting principles (“U.S. GAAP”) as contained in Lindsay Corporation’s (the “Company”) Annual Report on Form 10-K.  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 Annual Report on Form 10-K for the fiscal year ended August 31, 2017.2020.

In the opinion of management, the condensed consolidated financial statements of the Company reflect all adjustments (consisting of normal recurring accruals) necessary to present fairly the financial position and the results of operations and cash flows for the periods presented.  The results for interim periods are not necessarily indicative of trends or results expected by the Company for a full year.  The condensed consolidated financial statements were prepared using U.S. GAAP. These principles require us to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities and the reported amounts of revenues and expenses. Actual results could differ from these estimates.  Certain reclassifications have been made to prior financial statements and notes to conform to the current year presentation.

Note 2 – New Accounting Pronouncements

 

Recent Accounting Guidance Not Yet Adopted

In May 2014,June 2016, the Financial Accounting Standards Board (the “FASB”(“FASB”) issued Accounting Standards Update (“ASU”) No. 2014-09, Revenue from Contracts with Customers. In August 2015, the FASB issued ASU No. 2015-14, Revenue from Contracts with Customers: Deferral2016-13, Financial Instruments - Credit Losses (Topic 326), Measurement of the Effective Date.Credit Losses on Financial Instruments. The standard provides a single model for revenue arising from contracts with customers and supersedesreplaces the incurred loss impairment methodology in current revenue recognition guidance. The ASU requires an entity to recognize the amount of revenue to which it expects to be entitled for the transfer of goods or services. The ASU will replace existing revenue recognition guidance in U.S. GAAP and becomes effectivewith a methodology that reflects expected credit losses on instruments within its scope, including trade receivables. This update is intended to provide financial statement users with more decision-useful information about the expected credit losses. The Company adopted this in the first quarter of the Company’s fiscal 2019. Early2021. The adoption is permitted only in fiscal 2018. The guidance permits companies to either apply the requirements retrospectively to all prior periods presented, or apply the requirements in the year of adoption, throughthis ASU did not have a cumulative adjustment.  

The Company is currently in the assessment phase, reviewing a representative sample of contracts, holding discussions with key stakeholders, and cataloging potential impacts on the Company’s operations, accounting policies, internal control over financial reporting, and financial statements. The Company has identified that the key changes in the ASU that could potentiallymaterial impact the Company’s revenue recognition relates to the allocation of contract revenues between various products and services, the timing of when those revenues are recognized, and the deferral of incremental costs to obtain a contract. The Company is continuing to evaluate the impact of the ASU on the consolidated statements of earnings, financial position, and financial statement disclosures, as well as the adoption method.

In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842). The standard requires a lessee to recognize assets and liabilities arising from an operating lease on the balance sheet. Additionally, companies are permitted to make an accounting policy election to not recognize lease assets and liabilities for leases with a term of 12 months or less.  The effective date of ASU No. 2016-02 will be the first quarter of the Company’s fiscal 2020 with early adoption permitted. The Company is currently evaluating the effect that adopting this standard will have on its consolidated financial statements.statements and related disclosures.

In MarchJanuary 2017, the FASB issuedissues ASU 2017-07, Presentation of Net Periodic Benefit Cost Related to Defined Benefit Plans2017-04, Simplifying the Test for Goodwill Impairment, which amendseliminates the income statement presentation requirements forrequirement to calculate the componentsimplied fair value of net periodic benefit cost forgoodwill; rather, an entity's defined benefit pension and post-retirement plans. ASU 2017-07 is effectiveentity will measure its goodwill impairment by the amount the carrying value exceeds the fair value of a reporting unit. The Company adopted this in the first quarter of the Company’s fiscal 2019 with early2021. The adoption permitted. The Company does not believeof this ASU willdid not have a material impact on theits condensed consolidated financial statements.statements and related disclosures.

In August 2017,Note 2 – Revenue Recognition

Disaggregation of Revenue

A breakout by segment of revenue recognized over time versus at a point in time for the FASB issued ASU 2017-12, Targeted Improvements to Accounting for Hedging Activities, which improves the financial reporting of hedging relationships through changes to both the designation and measurement guidance for qualifying hedging relationships and the presentation of hedge results. ASU 2017-12three months ended November 30, 2020 is effective in the first quarter of the Company’s fiscal 2020 with early adoption permitted. The Company does not believe the adoption of this ASU will have a material impact on the consolidated financial statements.as follows:

 

 

Three months ended

 

 

 

November 30, 2020

 

($ in thousands)

 

Irrigation

 

 

Infrastructure

 

 

Total

 

Point in time

 

$

80,060

 

 

$

15,452

 

 

$

95,512

 

Over time

 

 

7,296

 

 

 

1,639

 

 

 

8,935

 

Revenue from the contracts with customers

 

 

87,356

 

 

 

17,091

 

 

 

104,447

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Lease revenue

 

 

0

 

 

 

4,038

 

 

 

4,038

 

Total operating revenues

 

$

87,356

 

 

$

21,129

 

 

$

108,485

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three months ended

 

 

 

November 30, 2019

 

($ in thousands)

 

Irrigation

 

 

Infrastructure

 

 

Total

 

Point in time

 

$

73,818

 

 

$

21,162

 

 

$

94,980

 

Over time

 

 

9,509

 

 

 

2,125

 

 

 

11,634

 

Revenue from the contracts with customers

 

 

83,327

 

 

 

23,287

 

 

 

106,614

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Lease revenue

 

 

0

 

 

 

2,779

 

 

 

2,779

 

Total operating revenues

 

$

83,327

 

 

$

26,066

 

 

$

109,393

 

- 78 -


Table of Contents

 

In February 2018,

Further disaggregation of revenue is disclosed in the FASB issued ASU 2018-02, Income Statement - Reporting Comprehensive Income (Topic 220): ReclassificationNote 13 – Industry Segment Information.

For contracts with an initial length longer than twelve months, the unsatisfied performance obligations were $11.3 million at November 30, 2020.

Contract Balances

Contract assets arise when recorded revenue for a contract exceeds the amounts billed under the terms of Certain Tax Effects from Accumulated Other Comprehensive Income, which provides entities with the optionsuch contract. Contract liabilities arise when billed amounts exceed revenue recorded. Amounts are billable to eliminate the stranded tax effects associated with the change in tax rates under U.S. Tax Reform through a reclassificationcustomers upon various measures of performance, including achievement of certain milestones and completion of specified units of completion of the stranded tax effects from accumulatedcontract. At November 30, 2020, November 30, 2019, and August 31, 2019, contract assets amounted to $1.2 million, $1.2 million, and $0.9 million, respectively. These amounts are included within other comprehensive income to retained earnings. ASU 2018-02 is effective in the first quarter of the Company’s fiscal 2020 with early adoption permitted. Companies should apply the proposed amendments either in the period of adoption or retrospectively to each period (or periods) in which the effect of the change in the U.S. federal corporate income tax rate from U.S. Tax Reform is recognized. The Company does not believe the adoption of this ASU will have a material impactcurrent assets on the consolidated financial statements.

Recent Accounting Guidance Adopted

In December 2017, the SEC staff issued Staff Accounting Bulletin No. 118 (“SAB 118”), Income Tax Accounting Implications of the Tax Cuts and Jobs Act (“U.S. Tax Reform”), which provides guidance on accounting for the impacts of U.S. Tax Reform.  SAB 118 directs companies to consider the impact of U.S. Tax Reform as provisional when it does not have the necessary information available, prepared, or analyzed in reasonable detail to complete its accounting under Accounting Standards Codification (“ASC”) Topic 740, Income Taxes.  The Company has not yet completed its accounting for the tax effects of the U.S. Tax Reform; however it has made a reasonable, but provisional, estimate of the effects as more fully explained in Note 4 to the condensed consolidated financial statements.balance sheet.  

Contract liabilities include advance payments from customers and billings in excess of delivery of performance obligations. At November 30, 2020, November 30, 2019, and August 31, 2019, contract liabilities amounted to $21.3 million, $14.7 million, and $19.6 million, respectively. Contract liabilities are included within other current liabilities on the condensed consolidated balance sheets. During the Company’s three months ended November 30, 2020 and 2019, the Company recognized $6.5 million and $6.4 million of revenue that were included in the liabilities as of August 31, 2020 and 2019, respectively. The revenue recognized was due to applying advance payments received for the performance obligations completed during the quarter.

Note 3 – Net Earnings per Share

Basic earnings per share is calculated on the basis of weighted average outstanding common shares.  Diluted earnings per share is calculated on the basis of basic weighted average outstanding common shares adjusted for the dilutive effect of stock options, restricted stock unit awards and other dilutive securities.  When a period results in a net loss, the impact of outstanding stock awards is excluded from the diluted loss per share calculation as the inclusion would have an anti-dilutive effect.

The following table shows the computation of basic and diluted net earnings per share for the three and six months ended February 28, 2018November 30, 2020 and February 28, 2017:

November 30, 2019:

 

Three months ended

 

 

Six months ended

 

 

Three months ended

 

($ and shares in thousands, except per share amounts)

 

February 28,

2018

 

 

February 28,

2017

 

 

February 28,

2018

 

 

February 28,

2017

 

 

November 30,

2020

 

 

November 30,

2019

 

Numerator:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net earnings

 

$

1,735

 

 

$

5,012

 

 

$

4,920

 

 

$

5,885

 

 

$

7,095

 

 

$

8,345

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Denominator:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted average shares outstanding

 

 

10,743

 

 

 

10,657

 

 

 

10,724

 

 

 

10,647

 

 

 

10,845

 

 

 

10,795

 

Diluted effect of stock awards

 

 

22

 

 

 

17

 

 

 

28

 

 

 

23

 

 

 

43

 

 

 

33

 

Weighted average shares outstanding assuming

dilution

 

 

10,765

 

 

 

10,674

 

 

 

10,752

 

 

 

10,670

 

 

 

10,888

 

 

 

10,828

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic net earnings per share

 

$

0.16

 

 

$

0.47

 

 

$

0.46

 

 

$

0.55

 

 

$

0.65

 

 

$

0.77

 

Diluted net earnings per share

 

$

0.16

 

 

$

0.47

 

 

$

0.46

 

 

$

0.55

 

 

$

0.65

 

 

$

0.77

 

 

Certain stock options and restricted stock units were excluded from the computation of diluted net earnings per share because their effect would have been anti-dilutive. Performance stock units are excluded from the calculation of dilutive potential common shares until the threshold performance conditions have been satisfied. In addition, theThe following table shows the securities excluded from the computation of earnings per share because their effect would have been anti-dilutive:

 

 

Three months ended

 

 

Six months ended

 

 

Three months ended

 

(Units and options in thousands)

 

February 28,

2018

 

 

February 28,

2017

 

 

February 28,

2018

 

 

February 28,

2017

 

 

November 30,

2020

 

 

November 30,

2019

 

Restricted stock units

 

 

6

 

 

 

7

 

 

 

72

 

 

 

20

 

 

 

0

 

 

 

19

 

Stock options

 

 

64

 

 

 

119

 

 

 

167

 

 

 

133

 

 

 

79

 

 

 

0

 

Performance stock units

 

 

10

 

 

 

20

 

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Note 4 – Income Taxes

The Company recorded income tax expensebenefit of $3.9 million and $2.6$0.2 million for the three months ended February 28, 2018November 30, 2020 and February 28, 2017, respectively.  The Company recorded income tax expense of $5.5 million and $3.1$2.9 million for the sixthree months ended February 28, 2018 and February 28, 2017, respectively.  The overallNovember 30, 2019.

It is the Company’s policy to report income tax rate was 53.0 percent and 34.4 percentexpense for the fiscal year-to-dateinterim periods ended February 28, 2018 and February 28, 2017, respectively.

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On December 22, 2017, the U.S. government enacted comprehensive tax legislation through U.S. Tax Reform which significantly revised the U.S. corporateusing an estimated annual effective income tax structure by, among other things, lowering the U.S. corporate income tax rate, repealing certain deductions, and changing the way foreign earnings are taxed. U.S. GAAP requires that the impact of tax legislation be recognized in the period in which the law is enacted. As such, the Company’srate. The estimated annual effective income tax rate was 23.8 percent and 25.8 percent for the current fiscal year includesthree months ended November 30, 2020 and 2019, respectively. The decrease in the impact of the reduction of the U.S. corporateestimated annual effective income tax rate from 35%November 2019 to 21% beginning January 1, 2018. As an August fiscal year end filer, the lower corporate income tax rate will be phased in resulting in a blended U.S. corporate income tax rate of 25.7% for the fiscal year ending August 31, 2018 (effectively the four months of September through December 2017 at 35% and the eight months of January through August 2018 at 21%).

Income tax expense for the three and six months ended February 28, 2018 includes discrete items relatedNovember 2020 relates primarily to the impact of U.S. Tax Reform as required by ASC Topic 740. These include a one-time mandatory deemed repatriation transition tax on previously untaxed accumulated and currentchange in earnings and profits of the Company’smix among foreign subsidiaries. The Company made a reasonable estimate and recorded a provisional deemed repatriation transition tax obligation of $1.8 million. The Company continues to gather information to more precisely compute the amount of the deemed repatriation transition tax.operations.  

The Company also remeasuredtax effects of significant or revalued its deferred income tax assets and liabilities during its fiscal 2018 second quarter, resultingunusual items are not considered in a provisional deferred income tax expense of $0.8 million. This provisional amount incorporates assumptions and estimates made based upon the Company’s current interpretations of U.S. Tax Reform and may change as the Company receives additional clarification and implementation guidance, and as data becomes available allowing for a more accurate scheduling of the deferred income tax assets and liabilities.  

The Company’s collective provisional estimates of $2.6 million of incremental income tax expense recorded during the second quarter of fiscal 2018 represents all known and estimable impacts of U.S. Tax Reform, and may change as the Company receives additional clarification and implementation guidance, and as data becomes available. The accounting is expected to be finalized by the end of fiscal 2018.

Certain other provisions included in U.S. Tax Reform have later effective dates for fiscal year filers and may have an impact on the Company’s future estimated annual effective income tax rate. Other future adjustments to income tax expense may include the impact of actions the Company may take as a result of U.S. Tax Reform.

The tax effects of such discrete items, such as U.S. Tax Reform, wereevents are recognized in the interim period in which the events occurredoccur. The Company recorded discrete items resulting in an income tax benefit of $1.8 million for the three and six months ended February 28, 2018.November 30, 2020, which included a benefit of $1.7 million related to the release of a valuation allowance primarily related to net operating loss carryforwards in a foreign jurisdiction that are now expected be realizable. The Company recorded no materialtax effects of discrete items did 0t have a significant impact on income tax expense for the three and six months ended February 28, 2017.November 30, 2019

Note 5 – Inventories

Inventories consisted of the following as of February 28, 2018, February 28, 2017,November 30, 2020, November 30, 2019, and August 31, 2017:2020:

 

($ in thousands)

 

February 28,

2018

 

 

February 28,

2017

 

 

August 31,

2017

 

 

November 30,

2020

 

 

November 30,

2019

 

 

August 31,

2020

 

Raw materials and supplies

 

$

38,716

 

 

$

27,368

 

 

$

31,158

 

 

$

52,374

 

 

$

47,266

 

 

$

51,205

 

Work in process

 

 

9,371

 

 

 

7,570

 

 

 

7,113

 

 

 

8,041

 

 

 

6,235

 

 

 

6,464

 

Finished goods and purchased parts

 

 

60,925

 

 

 

53,587

 

 

 

52,382

 

Finished goods and purchased parts, net

 

 

58,284

 

 

 

51,908

 

 

 

51,684

 

Total inventory value before LIFO adjustment

 

 

109,012

 

 

 

88,525

 

 

 

90,653

 

 

 

118,699

 

 

 

105,409

 

 

 

109,353

 

Less adjustment to LIFO value

 

 

(6,037

)

 

 

(5,678

)

 

 

(4,498

)

 

 

(4,421

)

 

 

(8,125

)

 

 

(4,561

)

Inventories, net

 

$

102,975

 

 

$

82,847

 

 

$

86,155

 

 

$

114,278

 

 

$

97,284

 

 

$

104,792

 

 

 

Note 6 – Long-Term Debt

The following table sets forth the outstanding principal balances of the Company’s long-term debt as of the dates shown:

 

($ in thousands)

 

February 28,

2018

 

 

February 28,

2017

 

 

August 31,

2017

 

 

November 30,

2020

 

 

November 30,

2019

 

 

August 31,

2020

 

Series A Senior Notes

 

$

115,000

 

 

$

115,000

 

 

$

115,000

 

 

$

115,000

 

 

$

115,000

 

 

$

115,000

 

Revolving Credit Facility

 

 

 

 

 

 

 

 

 

 

 

0

 

 

 

0

 

 

 

0

 

Elecsys Series 2006A Bonds

 

 

1,876

 

 

 

2,075

 

 

 

1,976

 

 

 

1,309

 

 

 

1,519

 

 

 

1,344

 

Total debt

 

 

116,876

 

 

 

117,075

 

 

 

116,976

 

 

 

116,309

 

 

 

116,519

 

 

 

116,344

 

Less current portion

 

 

(203

)

 

 

(199

)

 

 

(201

)

 

 

(214

)

 

 

(210

)

 

 

(195

)

Less unamortized debt issuance costs

 

 

(454

)

 

 

(504

)

 

 

(467

)

Total long-term debt

 

$

116,673

 

 

$

116,876

 

 

$

116,775

 

 

$

115,641

 

 

$

115,805

 

 

$

115,682

 

 

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Principal payments on the debt are due as follows:

 

Due within

 

$ in thousands

 

 

$ in thousands

 

1 year

 

$

203

 

 

$

214

 

2 years

 

 

207

 

 

 

218

 

3 years

 

 

211

 

 

 

222

 

4 years

 

 

215

 

 

 

227

 

5 years

 

 

219

 

 

 

231

 

Thereafter

 

 

115,821

 

 

 

115,197

 

 

$

116,876

 

 

$

116,309

 

 

Note 7 – Financial Derivatives

The Company uses certain financial derivatives to mitigate its exposure to volatility in foreign currency exchange rates.  The Company uses these derivative instruments to hedge exposures in the ordinary course of business and does not invest in derivative instruments for speculative purposes.  The Company manages market and credit risks associated with its derivative instruments by establishing and monitoring limits as to the types and degree of risk that may be undertaken, and by entering into transactions with counterparties that have investment grade credit ratings.  Fair values of derivative instruments are as follows:

($ in thousands)

 

Balance sheet

location

 

February 28,

2018

 

 

February 28,

2017

 

 

August 31,

2017

 

Derivatives designated as hedging

   instruments:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Foreign currency forward contracts

 

Other current assets

 

$

 

 

$

 

 

$

 

Foreign currency forward contracts

 

Other current liabilities

 

 

(965

)

 

 

(619

)

 

 

(1,633

)

Total derivatives designated as hedging

    instruments

 

 

 

$

(965

)

 

$

(619

)

 

$

(1,633

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Derivatives not designated as hedging

   instruments:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Foreign currency forward contracts

 

Other current assets

 

$

19

 

 

$

 

 

$

9

 

Foreign currency forward contracts

 

Other current liabilities

 

 

(45

)

 

 

(249

)

 

 

(114

)

Total derivatives not designated as

   hedging instruments

 

 

 

$

(26

)

 

$

(249

)

 

$

(105

)

Accumulated other comprehensive income included realized and unrealized after-tax gains of $3.0 million, $6.3 million, and $3.9 million at February 28, 2018, February 28, 2017, and August 31, 2017, respectively, related to derivative contracts designated as hedging instruments.

Net Investment Hedging Relationships

The amount of gain (loss) recognized in other comprehensive income is as follows:

 

 

Three months ended

 

 

Six months ended

 

($ in thousands)

 

February 28,

2018

 

 

February 28,

2017

 

 

February 28,

2018

 

 

February 28,

2017

 

Foreign currency forward contracts, net of tax (benefit)

   expense of ($330), ($47), ($273), and $563

 

$

(1,047

)

 

$

(182

)

 

$

(924

)

 

$

736

 

For the three months ended February 28, 2018 and February 28, 2017, the Company settled foreign currency forward contracts resulting in an after-tax net loss of $0.6 million and an after-tax net gain of $1.0 million, respectively, which were included in other comprehensive income as part of a currency translation adjustment.  For the six months ended February 28, 2018 and February 28, 2017, the Company settled foreign currency forward contracts resulting in an after-tax net loss of $1.3 million and an after-tax net gain of $0.9 million, respectively, which were included in other comprehensive income as part of a currency translation adjustment. There were no amounts recorded in the condensed consolidated statements of earnings related to ineffectiveness of foreign currency forward contracts related to net investment hedges for the three and six months ended February 28, 2018 and February 28, 2017.

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At February 28, 2018, February 28, 2017, and August 31, 2017, the Company had outstanding foreign currency forward contracts to sell 32.8 million Euro, 32.9 million Euro, and 32.8 million Euro, respectively, at fixed prices to settle during the next fiscal quarter. At February 28, 2018, February 28, 2017, and August 31, 2017, the Company had an outstanding foreign currency forward contract to sell 43.0 million South African Rand at fixed prices to settle during the next fiscal quarter.  The Company’s foreign currency forward contracts qualify as hedges of a net investment in foreign operations.

Derivatives Not Designated as Hedging Instruments

The Company generally does not elect hedge accounting treatment for derivative contracts related to future settlements of foreign denominated intercompany receivables and payables.  If the Company does not elect hedge accounting treatment for a derivative, the Company carries the derivative at its fair value in the condensed consolidated balance sheets and recognizes any subsequent changes in its fair value during a period through earnings in the condensed consolidated statements of earnings.  At February 28, 2018, February 28, 2017, and August 31, 2017, the Company had $6.2 million, $5.6 million, and $5.0 million, respectively, of U.S. dollar equivalent of foreign currency forward contracts outstanding that are not designated as hedging instruments.

Note 87 – Fair Value Measurements

The following table presents the Company’s financial assets and liabilities measured at fair value, based upon the level within the fair value hierarchy in which the fair value measurements fall, as of February 28, 2018, February 28, 2017,November 30, 2020, November 30, 2019, and August 31, 2017, respectively.2020. There were no transfers between any levels for the periods presented.

 

 

February 28, 2018

 

 

November 30, 2020

 

($ in thousands)

 

Level 1

 

 

Level 2

 

 

Level 3

 

 

Total

 

 

Level 1

 

 

Level 2

 

 

Level 3

 

 

Total

 

Cash and cash equivalents

 

$

102,211

 

 

$

 

 

$

 

 

$

102,211

 

 

$

126,802

 

 

$

0

 

 

$

0

 

 

$

126,802

 

Derivative assets

 

 

 

 

 

19

 

 

 

 

 

 

19

 

Derivative liabilities

 

 

 

 

 

(1,010

)

 

 

 

 

 

(1,010

)

Marketable securities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Corporate bonds

 

 

0

 

 

 

14,564

 

 

 

0

 

 

 

14,564

 

U.S. treasury securities

 

 

0

 

 

 

5,060

 

 

 

0

 

 

 

5,060

 

Earn-out liability

 

 

0

 

 

 

0

 

 

 

(1,112

)

 

 

(1,112

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

February 28, 2017

 

 

November 30, 2019

 

($ in thousands)

 

Level 1

 

 

Level 2

 

 

Level 3

 

 

Total

 

 

Level 1

 

 

Level 2

 

 

Level 3

 

 

Total

 

Cash and cash equivalents

 

$

102,825

 

 

$

 

 

$

 

 

$

102,825

 

 

$

120,910

 

 

$

0

 

 

$

0

 

 

$

120,910

 

Derivative assets

 

 

 

 

 

 

 

 

 

 

 

 

 

 

0

 

 

 

13

 

 

 

0

 

 

 

13

 

Derivative liabilities

 

 

 

 

 

(868

)

 

 

 

 

 

(868

)

 

 

0

 

 

 

(115

)

 

 

0

 

 

 

(115

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

August 31, 2017

 

 

August 31, 2020

 

($ in thousands)

 

Level 1

 

 

Level 2

 

 

Level 3

 

 

Total

 

 

Level 1

 

 

Level 2

 

 

Level 3

 

 

Total

 

Cash and cash equivalents

 

$

121,620

 

 

$

 

 

$

 

 

$

121,620

 

 

$

121,403

 

 

$

0

 

 

$

0

 

 

$

121,403

 

Marketable securities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Corporate bonds

 

 

0

 

 

 

14,426

 

 

 

0

 

 

 

14,426

 

U.S. treasury securities

 

 

0

 

 

 

5,085

 

 

 

0

 

 

 

5,085

 

Derivative assets

 

 

 

 

 

9

 

 

 

 

 

 

9

 

 

 

0

 

 

 

21

 

 

 

0

 

 

 

21

 

Derivative liabilities

 

 

 

 

 

(1,747

)

 

 

 

 

 

(1,747

)

Earn-out liability

 

 

0

 

 

 

0

 

 

 

(1,112

)

 

 

(1,112

)

The Company’s investment in marketable securities consists of United States treasury bonds and investment grade corporate bonds. The marketable securities are classified as available-for-sale and are carried at fair value with the change in unrealized gains and losses reported as a separate component on the condensed consolidated statements of comprehensive income (loss) until realized. The Company determines fair value using data points that are observable, such as quoted prices and interest rates. The amortized cost of the investments approximates fair value. Investment income is recorded within other (expense) income on the condensed consolidated statements of earnings. As of November 30, 2020, approximately 72% of the Company’s marketable securities investments mature within one year and 28% mature within one to three years.

The Company’s earn-out liability relates to its acquisition of Net Irrigate, LLC during the third quarter of fiscal 2020. The value of the earn-out liability is based on active customers one year subsequent to the closing date. The fair value of this earn-out payment was calculated using the weighted average probability for each potential outcome and has a maximum potential payout of $1.5 million.

 

 

There were no0 required fair value adjustments for assets and liabilities measured at fair value on a non-recurring basis for the three and six months ended February 28, 2018November 30, 2020 or February 28, 2017.November 30, 2019.

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Note 98 – Commitments and Contingencies

In the ordinary course of its business operations, the Company enters into arrangements that obligate it to make future payments under contracts such as lease agreements.  Additionally, the Company is involved, from time to time, in commercial litigation, employment disputes, administrative proceedings, business disputes and other legal proceedings.  The Company has established accruals for certain proceedings where those proceedings present loss contingencies that are both probable and reasonably estimable at the timebased on an assessment of determination.probability of loss.  The Company believes that any such currently-pending proceedings are either covered by insurance or would not have a material effect on the business or its consolidated financial statements if decided in a manner that is unfavorable to the Company. Such proceedings are exclusive of environmental remediation matters which are discussed separately below.

Infrastructure Products Litigation

The Company is currently defending a number of product liability lawsuits arising out of vehicle collisions with highway barriers incorporating the Company’s X-Lite® end terminal.  Despite the September 20172018 reversal of a sizable judgment against a competitor, the Company expects that the significant attention brought to the infrastructure products industry by the original judgment may lead to additional lawsuits being filed against the Company and others in the industry. 

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The Company, intendscertain of its subsidiaries, and certain third parties which originally designed the X-Lite end terminal have also been named in a lawsuit filed on June 9, 2020 in the Circuit Court of Cole County, Missouri by Missouri Highways and Transportation Commission (“MHTC”).  MHTC alleges, among other things, that the X-Lite end terminal was defectively designed and failed to perform as designed, intended, and advertised, leading to MHTC’s removal and replacement of X-Lite end terminals from Missouri’s roadways. MHTC alleges strict liability (defective design and failure to warn), negligence, breach of express warranties, breach of implied warranties (merchantability and fitness for a particular purpose), fraud, and public nuisance.  MHTC seeks compensatory damages, interest, attorneys’ fees, and punitive damages.

The Company believes it has meritorious factual and legal defenses to each of the lawsuits discussed above and is prepared to vigorously defend each of these allegations.  The Company maintains insurance to mitigate the impact of adverse judgment exposures in the current product liability cases.its interests.  Based on the information currently available to the Company, the Company does not believe that a loss is probable in any of these lawsuits; therefore, no accrual has been included in the Company’s condensed consolidated financial statements.  While it is possible that a loss may be incurred, the Company is unable to estimate a range of potential loss due to the complexity and current status of these lawsuits. However, the Company maintains insurance coverage to mitigate the impact of adverse exposures in these lawsuits and does not expect that these lawsuits will have a material adverse effect on its business or its consolidated financial statements.

In June 2019, the Company was informed by letter that the Department of Justice, Civil Division and U.S. Attorney’s Office for the Northern District of New York, with the assistance of the Department of Transportation, Office of Inspector General, are conducting an investigation of the Company relating to the Company’s X-Lite end terminal and potential violations of the federal civil False Claims Act.  Depending on the outcome of this matter, there could be a material adverse effect on the Company’s business or its consolidated financial statements.  Given the current posture of the matter, the Company is unable to estimate a range of potential loss, if any, or to express an opinion regarding the ultimate outcome.

Environmental Remediation

In 1992,previous years, the Company entered intocommitted to a consent decree with the U.S. Environmental Protection Agency (the “EPA”) in which the Company committedplan to remediate environmental contamination of the groundwater that was discovered from 1982 through 1990 at and adjacent to its Lindsay, Nebraska facility (the “site”). The site was added to the EPA’s list of priority superfund sites in 1989.  Between 1993 and 1995, remediation plans for the site were approved by the EPA and fully implemented by the Company.  Since 1998, the primary remaining contamination at the site has been the presence of volatile organic compounds in the soil and groundwater.  To date, the remediation process has consisted primarily of drilling wells into the aquifer and pumping water to the surface to allow these contaminants to be removed by aeration.

In fiscal 2012, the Company undertook an investigation to assess further potential site remediation and containment actions.  In connection with the receipt of preliminary results of this investigation and other evaluations, the Company estimated that it would incur $7.2 million in remediation of source area contamination and operating costs and accrued that undiscounted amount.  In addition to this source area, the Company determined that volatile organic compounds also existed under one of the manufacturing buildings on the site.  Due to the location, the Company had not yet determined the extent of these compounds or the extent to which they were contributing to groundwater contamination.  Based on the uncertainty of the remediation actions that might be required with respect to this affected area, the Company believed that meaningful estimates of costs or range of costs could not be made and accordingly were not accrued at that time.

In December 2014, the EPA requested that the Company prepare a feasibility study related to the site, including the area covered by the building, which resulted in a revision to the Company’s remediation timeline.  In the first quarter of fiscal 2015, the Company accrued $1.5 million of incremental operating costs to reflect its updated timeline.  

The Company began soil and groundwater testing in preparation for developing this feasibility study during the first quarter of fiscal 2016. During the second quarter of fiscal 2016, the Company completed its testing which clarified the extent of contamination, including the identification of a source of contamination near the manufacturing building that was not part of the area for which reserves were previously established.  The Company, with the assistance of third-party environmental experts, developed and evaluated remediation alternatives, a proposed remediation plan, and estimated costs.  Based on these estimates of future remediation and operating costs, the Company accrued an additional $13.0 million in the second quarter of fiscal 2016 and included the related expenses in general and administrative expenses in the condensed consolidated statements of earnings.  

The current estimated aggregate accrued cost of $17.2$16.1 million is based on consideration of several remediation options that would use different technologies, each of which the Company believes could be successful in meeting the long-term regulatory requirements of the site. The Company participated insubmitted a meeting withrevised remedial alternatives evaluation report to the EPAU.S. Environmental Protection Agency (“EPA”) and the Nebraska Department of Environmental QualityEnvironment and Energy (the “NDEQ”“NDEE”) during the third quarter of fiscal 2016in August 2020 to review remediation alternatives and proposed plans for the site and submitted its remedial alternatives evaluation report to the EPA in August 2016.site. The proposed remediation plan is preliminary and has not been approved by the EPA or the NDEQ.NDEE.  Based on guidance from third-party environmental experts and furtherthe preliminary discussions with the EPA and the NDEQ,regulatory agencies, the Company anticipates that a definitive plan will not be agreed upon until laterthe latter half of fiscal 2021 or later.  An increase to the liability of $1.0 million was recorded within general and administrative expense on the condensed consolidated statement of earnings in the fourth quarter of fiscal 2018 or beyond.2020. Of the total liability, $11.0 million was calculated on a discounted basis using a discount rate of 1.2%, which represents a risk-free rate. This discounted portion of the liability amounts to $12.4 million on an undiscounted basis.

The Company accrues the anticipated cost of investigation and remediation when the obligation is probable and can be reasonably estimated. Costs are charged againstWhile the accrual inplan has not formally been approved by the period in which they are paid. WhileEPA, the Company believes the current accrual is a good faith estimate of the long-term cost of remediation at this site based on the preliminary analysis currently available,site; however, the estimate of costs and their timing could change as a result of a number of factors, including (1) EPA and NDEQ input on the proposed remediation plan and any changes which theyit may subsequently require, (2) refinement of cost estimates and length of time required to complete remediation and post-remediation operations and maintenance, (3) effectiveness of the technology chosen in remediation of the site as well as changes in technology that may becomebe available in the future, and (4) unforeseen circumstances existing at the site. As a result of these factors, the actual amount of costs incurred by the Company in connection with the remediation of

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contamination of its Lindsay, Nebraska site could vary fromexceed the amounts currently accrued for this expense.expense at this time.  While any revisions could be material to the operating results of any fiscal quarter or fiscal year, the Company does not expect such additional expenses would have a material adverse effect on its liquidity or financial condition.

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Table of Contents

The following table summarizes the undiscounted environmental remediation liability classifications included in the condensed consolidated balance sheetsheets as of February 28, 2018, February 28, 2017,November 30, 2020, November 30, 2019, and August 31, 2017:2020:

 

($ in thousands)

 

February 28,

2018

 

 

February 28,

2017

 

 

August 31,

2017

 

 

November 30,

2020

 

 

November 30,

2019

 

 

August 31,

2020

 

Other current liabilities

 

$

1,544

 

 

$

1,722

 

 

$

2,095

 

 

$

1,105

 

 

$

1,243

 

 

$

1,115

��

Other noncurrent liabilities

 

 

15,677

 

 

 

16,933

 

 

 

15,937

 

 

 

15,021

 

 

 

14,548

 

 

 

15,030

 

Total environmental remediation liabilities

 

$

17,221

 

 

$

18,655

 

 

$

18,032

 

 

$

16,126

 

 

$

15,791

 

 

$

16,145

 

 

Note 109 – Warranties

The following table provides the changes in the Company’s product warranties:

 

Three months ended

 

 

Six months ended

 

 

Three months ended

 

($ in thousands)

 

February 28,

2018

 

 

February 28,

2017

 

 

February 28,

2018

 

 

February 28,

2017

 

 

November 30,

2020

 

 

November 30,

2019

 

Product warranty accrual balance, beginning of period

 

$

8,187

 

 

$

7,572

 

 

$

8,411

 

 

$

7,443

 

 

$

10,765

 

 

$

8,960

 

Liabilities accrued for warranties during the period

 

 

647

 

 

 

860

 

 

 

2,103

 

 

 

1,861

 

 

 

1,734

 

 

 

1,480

 

Warranty claims paid during the period

 

 

(1,245

)

 

 

(1,420

)

 

 

(2,933

)

 

 

(2,621

)

 

 

(1,641

)

 

 

(1,652

)

Changes in estimates

 

 

(41

)

 

 

(74

)

 

 

(33

)

 

 

255

 

Product warranty accrual balance, end of period

 

$

7,548

 

 

$

6,938

 

 

$

7,548

 

 

$

6,938

 

 

$

10,858

 

 

$

8,788

 

 

Note 1110 – Share-Based Compensation

The Company’s current share-based compensation plans, approved by the stockholders of the Company, provides for awards of stock options, restricted shares, restricted stock units (“RSUs”), stock appreciation rights, performance shares, and performance stock units (“PSUs”) to employees and non-employee directors of the Company.  The Company measures and recognizes compensation expense for all share-based payment awards made to employees and directors based on estimated fair values. Share-based compensation expense was $0.9$1.7 million and $0.9$1.2 million for the three months ended February 28, 2018November 30, 2020 and February 28, 2017, respectively.  Share-based compensation expense was $1.9 million and $1.8 million for the six months ended February 28, 2018 and February 28, 2017,2019, respectively.

 

The following table illustrates the type and fair value of the share-based compensation awards granted during the three months ended November 30, 2020 and 2019, respectively:

 

 

Three months ended

 

 

 

 

November 30, 2020

 

 

November 30, 2019

 

 

 

 

Number of

units

granted

 

 

Weighted average

grant-date fair value

per award

 

 

Number of

units

granted

 

 

Weighted average

grant-date fair value

per award

 

 

Stock options

 

 

35,168

 

 

$

30.68

 

 

 

44,347

 

 

$

24.18

 

 

RSUs

 

 

26,314

 

 

$

106.72

 

 

 

30,235

 

 

$

90.73

 

 

PSUs

 

 

19,533

 

 

$

125.23

 

 

 

22,715

 

 

$

102.28

 

 

The RSUs granted during the three months ended November 30, 2020 and 2019 consisted of 2,162 and 2,730, respectively, of awards that will be settled in cash. The weighted average stock price on the date of grant was $110.21 and $94.36 per award for the three months ended November 30, 2020 and 2019, respectively. Share issuances are presented net of share repurchases to cover payroll taxes of $1.3 million and $1.1 million for the three month periods ended February 28, 2018November 30, 2020 and February 28, 2017:2019, respectively.

 

 

Three months ended

 

 

 

February 28,

2018

 

 

February 28,

2017

 

 

 

Number of

units

granted

 

 

Weighted

average

grant-date

fair value

per award

 

 

Number of

units

granted

 

 

Weighted

average

grant-date

fair value

per award

 

Stock options

 

 

1,994

 

 

$

30.50

 

 

 

-

 

 

$

-

 

RSUs

 

 

6,401

 

 

$

89.65

 

 

 

7,427

 

 

$

74.47

 

PSUs

 

 

670

 

 

$

87.24

 

 

 

-

 

 

$

-

 

 

The following table provides the assumptions used in determining the fair value of the stock options awarded during the three month periodmonths ended February 28, 2018:

Grant Year

2018

Weighted-average dividend yield

1.3

%

Weighted-average volatility

33.1

%

Risk-free interest rate

2.6

%

Weighted-average expected lives

7 years

November 30, 2020 and 2019:

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Three months ended November 30,

 

 

 

2020

 

 

2019

 

Weighted-average dividend yield

 

 

1.2

%

 

 

1.3

%

Weighted-average volatility

 

 

32.8

%

 

 

28.4

%

Risk-free interest rate

 

 

0.5

%

 

 

1.6

%

Weighted-average expected life

 

6 years

 

 

6 years

 

The PSUs granted during fiscal 2021 include performance goals based on a return on net assets and total shareholder return (TSR) relative to the Company’s peers during the performance period. The awards actually earned will range from 0 to two hundred percent of the targeted number of PSUs and will be paid in shares of common stock. Shares earned will be distributed upon vesting on the first day of November following the end of the three-year performance period.  For the return on net assets portion of the award, the Company is accruing compensation expense based on the estimated number of shares expected to be issued utilizing the most current information available to the Company at the date of the financial statements.  For the TSR portion of the award, compensation expense is recorded ratably over the three-year term of the award based on the estimated grant date fair value.

The fair value of the TSR portion of the awards granted during the three months ended November 30, 2020 and 2019 was estimated at the grant date using a Monte Carlo simulation model which included the following assumptions:

 

 

Three months ended November 30,

 

 

 

2020

 

 

2019

 

Expected term (years)

 

 

3

 

 

 

3

 

Risk-free interest rate

 

 

0.2

%

 

 

1.5

%

Volatility

 

 

38.6

%

 

 

29.5

%

Dividend yield

 

 

1.2

%

 

 

1.3

%

 

Note 1211 – Other Current Liabilities

 

($ in thousands)

 

February 28,

2018

 

 

February 28,

2017

 

 

August 31,

2017

 

 

November 30,

2020

 

 

November 30,

2019

 

 

August 31,

2020

 

Other current liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Contract liabilities

 

$

18,497

 

 

$

13,280

 

 

$

17,296

 

Compensation and benefits

 

$

16,146

 

 

$

13,804

 

 

$

18,926

 

 

 

13,759

 

 

 

11,400

 

 

 

20,945

 

Deferred revenues

 

 

12,322

 

 

 

4,873

 

 

 

6,166

 

Warranties

 

 

7,548

 

 

 

6,938

 

 

 

8,411

 

 

 

10,858

 

 

 

8,788

 

 

 

10,765

 

Customer deposits

 

 

6,102

 

 

 

4,757

 

 

 

4,096

 

Operating lease liabilities

 

 

5,004

 

 

 

4,200

 

 

 

5,123

 

Dealer related liabilities

 

 

3,445

 

 

 

2,724

 

 

 

3,500

 

 

 

3,696

 

 

 

3,536

 

 

 

3,664

 

Deferred revenue - lease

 

 

3,165

 

 

 

2,431

 

 

 

1,822

 

Accrued insurance

 

 

1,253

 

 

 

1,555

 

 

 

1,348

 

Accrued environmental liabilities

 

 

1,105

 

 

 

1,243

 

 

 

1,115

 

Tax related liabilities

 

 

2,654

 

 

 

2,964

 

 

 

2,813

 

 

 

443

 

 

 

2,400

 

 

 

3,726

 

Accrued environmental liabilities

 

 

1,544

 

 

 

1,722

 

 

 

2,095

 

Other

 

 

7,959

 

 

 

8,568

 

 

 

9,112

 

 

 

8,130

 

 

 

5,661

 

 

 

6,842

 

Total other current liabilities

 

$

57,720

 

 

$

46,350

 

 

$

55,119

 

 

$

65,910

 

 

$

54,494

 

 

$

72,646

 

 

Note 1312 – Share Repurchases

There were no0 shares repurchased during the three and six months ended February 28, 2018November 30, 2020 and February 28, 2017November 30, 2019 under the Company’s share repurchase program. The remaining amount available under the repurchase program was $63.7 million as of February 28, 2018.November 30, 2020.

 

Note 1413 – Industry Segment Information

The Company manages its business activities in two2 reportable segments: irrigation and infrastructure.  The Company evaluates the performance of its reportable segments based on segment sales, gross profit and operating income, with operating income for segment purposes excluding unallocated corporate general and administrative expenses, interest income, interest expense, other income and expenses and income taxes.  Operating income for segment purposes includes general and administrative expenses, selling expenses, engineering and research expenses and other overhead charges directly attributable to the segment.  There are no inter-segment sales included in the amounts disclosed. The Company had no0 single customer who represented 10 percent or more of its total revenues during the three and six months ended February 28, 2018November 30, 2020 and February 28, 2017.2019.

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Irrigation - This reporting segment includes the manufacture and marketing of center pivot, lateral move and hose reel irrigation systems and large diameter steel tubing as well as various water pumping stations, controls, filtrationinnovative technology solutions such as GPS positioning and machine-to-machine technology.  guidance, variable rate irrigation, remote irrigation management and scheduling technology, irrigation consulting and design and industrial IoT solutions.The irrigation reporting segment consists of three1 operating segments that have similar economic characteristics and meet the aggregation criteria, including similar products, production processes, type or class of customer and methods for distribution.segment.   

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Infrastructure – This reporting segment includes the manufacture and marketing of moveable barriers, specialty barriers, crash cushions and end terminals, and road marking and road safety equipment; the manufacture and sale of large diameter steel tubing and railroad signals and structures; and the provision of outsourced manufacturing and production services.equipment. The infrastructure reporting segment consists of one1 operating segment.

Certain immaterial reclassifications have been made to the prior year operating results to conform with current year presentation, as revenues and operating income from certain product lines previously included within the infrastructure reporting segment are now included within the irrigation reporting segment.

 

 

Three months ended

 

 

Six months ended

 

 

Three months ended

 

($ in thousands)

 

February 28,

2018

 

 

February 28,

2017

 

 

February 28,

2018

 

 

February 28,

2017

 

 

November 30,

2020

 

 

November 30,

2019

 

Operating revenues:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Irrigation

 

$

111,865

 

 

$

106,209

 

 

$

215,218

 

 

$

196,061

 

Irrigation:

 

 

 

 

 

 

 

 

North America

 

$

52,790

 

 

$

53,588

 

International

 

 

34,566

 

 

 

29,739

 

Irrigation total

 

 

87,356

 

 

 

83,327

 

Infrastructure

 

 

18,474

 

 

 

17,916

 

 

 

39,647

 

 

 

38,454

 

 

 

21,129

 

 

 

26,066

 

Total operating revenues

 

$

130,339

 

 

$

124,125

 

 

$

254,865

 

 

$

234,515

 

 

$

108,485

 

 

$

109,393

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating income:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Irrigation

 

$

11,933

 

 

$

11,304

 

 

$

19,784

 

 

$

16,453

 

 

$

10,633

 

 

$

9,784

 

Infrastructure

 

 

2,519

 

 

 

1,595

 

 

 

5,810

 

 

 

4,571

 

 

 

4,256

 

 

 

8,741

 

Corporate

 

 

(7,386

)

 

 

(4,377

)

 

 

(12,327

)

 

 

(9,767

)

 

 

(7,354

)

 

 

(6,249

)

Total operating income

 

 

7,066

 

 

 

8,522

 

 

 

13,267

 

 

 

11,257

 

 

 

7,535

 

 

 

12,276

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest and other expense, net

 

 

(1,390

)

 

 

(886

)

 

 

(2,799

)

 

 

(2,286

)

 

 

(652

)

 

 

(1,021

)

Earnings before income taxes

 

$

5,676

 

 

$

7,636

 

 

$

10,468

 

 

$

8,971

 

 

$

6,883

 

 

$

11,255

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Capital expenditures:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Irrigation

 

$

2,362

 

 

$

1,796

 

 

$

4,035

 

 

$

2,746

 

Infrastructure

 

 

268

 

 

 

664

 

 

 

464

 

 

 

1,104

 

Corporate

 

 

94

 

 

 

344

 

 

 

216

 

 

 

344

 

 

$

2,724

 

 

$

2,804

 

 

$

4,715

 

 

$

4,194

 

Depreciation and amortization:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Irrigation

 

$

2,994

 

 

$

2,880

 

 

$

6,073

 

 

$

5,703

 

Infrastructure

 

 

1,144

 

 

 

1,110

 

 

 

2,282

 

 

 

2,219

 

Corporate

 

 

126

 

 

 

95

 

 

 

244

 

 

 

198

 

 

$

4,264

 

 

$

4,085

 

 

$

8,599

 

 

$

8,120

 

 

($ in thousands)

 

February 28,

2018

 

 

February 28,

2017

 

 

August 31,

2017

 

 

November 30,

2020

 

 

November 30,

2019

 

 

August 31,

2020

 

Total assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Irrigation

 

$

348,298

 

 

$

343,067

 

 

$

337,446

 

 

$

331,045

 

 

$

305,928

 

 

$

307,537

 

Infrastructure

 

 

79,342

 

 

 

73,280

 

 

 

80,187

 

 

 

88,995

 

 

 

84,813

 

 

 

113,111

 

Corporate

 

 

94,714

 

 

 

74,269

 

 

 

88,399

 

 

 

155,162

 

 

 

136,070

 

 

 

149,878

 

 

$

522,354

 

 

$

490,616

 

 

$

506,032

 

 

$

575,202

 

 

$

526,811

 

 

$

570,526

 

 

 

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ITEM 2 ‑ Management's Discussion and Analysis ofof Financial Condition and Results of Operations

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, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended.  Statements that are not historical are forward-looking and reflect information concerning possible or assumed future results of operations and planned financing of the Company.  In addition, forward-looking statements may be made orally or in press releases, conferences, reports, on the Company's 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,” “will,” “plan,” “predict,” “project,” “outlook,” “could,” “may,” “should” or similar expressions generally identify forward-looking statements.  The entire section entitled “Executive Overview and 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 fiscal year ended August 31, 2017.2020.  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 and in the Company’s other public filings with the Securities and Exchange Commission, including the Company’s Annual Report on Form 10-K for the Company’s fiscal year ended August 31, 2017,2020, as well as other risks and uncertainties not now anticipated.  The risks and uncertainties described herein and in the Company’s other public filings 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.

COVID-19 Impact

In March 2020, the World Health Organization declared the 2019 coronavirus disease (COVID-19) a global pandemic. This outbreak, which has continued to spread worldwide, has adversely affected workforces, customers, economies, and financial markets globally, leading to economic uncertainty.  Shelter-in-place or stay-at-home orders have been implemented from time to time in many of the jurisdictions in which the Company operates.  However, because the Company supports critical industries, the Company’s facilities worldwide have generally been considered “business essential” and have remained open throughout the outbreak with limited exceptions.  Accordingly, COVID-19 has had a limited impact on the Company’s manufacturing operations to date. While the Company has implemented new procedures to protect the health and well-being of employees and customers, costs associated with these procedures have not been material. In addition, the pandemic has not had a significant effect on demand for the Company’s irrigation or infrastructure products.

The ultimate impact of COVID-19 on the Company’s business, results of operations, or cash flows remains uncertain and depends on numerous evolving factors that the Company may not be able to accurately predict or effectively respond to, including, without limitation: the duration and scope of the outbreak; mutations of COVID-19; actions taken by governments, businesses, and individuals in response to the outbreak; the effect on economic activity and actions taken in response; the effect on customers and their demand for the Company’s products and services; and the Company’s ability to manufacture, sell, distribute and service its products, including without limitation as a result of supply chain challenges, facility closures, social distancing, restrictions on travel, fear or anxiety by the populace, and shelter-in-place orders. As such, the full financial impact of COVID-19 on the Company’s business is difficult to estimate.

Accounting Policies

In preparing the Company’s condensed consolidated financial statements in conformity with U.S. GAAP, 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.  See discussion of the Company’s critical accounting policies under Item 7 in the Company’s Annual Report on Form 10-K for the Company’s fiscal year ended August 31, 2017.2020.  Management periodically re-evaluates and

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Table of Contents

adjusts its critical accounting policies as circumstances change.  There were no significant changes in the Company’s critical accounting policies during the three and six months ended February 28, 2018.November 30, 2020.

NewRecent Accounting PronouncementsGuidance

See Note 21New Accounting PronouncementsBasis of Presentation and the disclosure therein of recently adopted accounting guidance to the condensed consolidated financial statements set forth in Part I, Item 1 of this Quarterly Report on Form 10-Q.

Executive Overview and Outlook

Operating revenues for the three months ended February 28, 2018November 30, 2020 were $130.3$108.5 million, an increasea decrease of five1 percent compared to $124.1$109.4 million for the three months ended February 28, 2017.November 30, 2019.  Irrigation segment revenues increased five5 percent to $111.9$87.4 million and infrastructure segment revenues increased threedecreased 19 percent to $18.5$21.1 million.  Net earnings for the three months ended February 28, 2018November 30, 2020 were $1.7$7.1 million, or $0.16$0.65 per diluted share, compared to net earnings of $5.0$8.3 million, or $0.47$0.77 per diluted share, for the three months ended February 28, 2017.  Net earnings for the three months ended February 28, 2018 were reduced by tax expense of $2.6 million due to the enactment of the U.S. Tax Cuts and Jobs Act (“U.S. Tax Reform”) and by after-tax costs of $1.7 million comprised of severance costs and professional consulting fees related to the Company’s “Foundation for Growth” initiative.

Foundation for Growth is a focused performance improvement initiative that includes setting strategic direction, defining priorities, and improving overall operating performance.  A key financial objective is to achieve operating margin performance of 11 percent to 12 percent in fiscal 2020 without assuming improvement in the market environment.  

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Table of Contents

Additional costs anticipated in connection with this initiative, over each of the next several quarters, are expected to be recovered through improved operating income in fiscal 2020.November 30, 2019.  

The Company’s irrigation revenues are highly dependent upon the need for irrigated agricultural crop production, which, in turn, depends upon many factors, including the following primary drivers:

Agricultural commodity prices – As of November 2020, U.S. corn prices have increased approximately 15 percent and U.S. soybean prices have increased approximately 29 percent from November 2019. The increase in these commodity prices resulted from lower crop production due to adverse weather conditions in certain parts of the U.S. coupled with higher demand coming from an increase in corn and soybean purchases by China.

Net farm incomeAs of December 2020, the U.S. Department of Agriculture (the “USDA”) estimated U.S. 2020 net farm income to be $119.6 billion, an increase of 43 percent from the USDA’s estimated U.S. 2019 net farm income of $83.6 billion.  This increase is a result of projected increases in cash receipts for crops and from higher Federal government direct farm program payments through the expansion of the Coronavirus Food Assistance Program (“CFAP”). CFAP was designed to provide direct assistance to farmers affected by price declines and market disruptions caused by the coronavirus pandemic.

Weather conditions – Demand for irrigation equipment is often positively affected by storm damage and prolonged periods of drought conditions as producers look for ways to reduce the risk of low crop production and crop failures.  Conversely, demand for irrigation equipment can be negatively affected during periods of more predictable or excessive natural precipitation.  

Governmental policies – A number of governmental laws and regulations can affect the Company’s business, including:

The Agriculture Improvement Act of 2018 (the “Farm Bill”) was signed into law in December 2018. The Farm Bill continues many of the programs that were in the Agricultural Act of 2014, which expired in September 2018.  Such programs are designed to provide a degree of certainty to growers, including funding for the Environmental Quality Incentives Program, which provides financial assistance to farmers to implement conservation practices, and is frequently used to assist in the purchase of center pivot irrigation systems.

The U.S. Tax Cuts and Jobs Act (“U.S. Tax Reform”) enacted in December 2017 increased the benefit of certain tax incentives, such as the Section 179 income tax deduction and Section 168 bonus depreciation, which are intended to encourage equipment purchases by allowing the entire cost of equipment to be treated as an expense in the year of purchase rather than amortized over its useful life.  

Biofuel production continues to be a major demand driver for irrigated corn, sugar cane and soybeans as these crops are used in high volumes to produce ethanol and biodiesel.  The U.S. Environmental Protection Agency (“EPA”) missed the November 30, 2020 deadline to finalize Renewable Fuels Standard (RFS) volume requirements for 2021. In explaining the delay, the EPA pointed to a steep decline in gasoline sales during the coronavirus pandemic, making it difficult to forecast demand in 2021.

Many international markets are affected by government policies such as subsidies and other agriculturally related incentives.  While these policies can have a significant effect on individual markets, they typically do not have a material effect on the consolidated results of the Company.

Agricultural commodity prices- As17 -


Table of February 2018, both corn and soybean prices have increased approximately one percent from February 2017.  Commodity prices, in general, continue to be constrained from rising following record 2016 and 2017 harvests in the U.S. and continuing high stock levels.    Contents

Net farm income - As of February 2018, the U.S. Department of Agriculture (the “USDA”) estimated U.S. 2018 net farm income to be $59.5 billion, down seven percent from the USDA’s estimated U.S. 2017 net farm income of $63.8 billion.  If the USDA’s estimate proves accurate, net farm income in 2018 would be at its lowest level since 2009.

Weather conditions – Demand for irrigation equipment is often positively affected by storm damage and prolonged periods of drought conditions as producers look for ways to reduce the risk of low crop production and crop failures.  Conversely, demand for irrigation equipment can be negatively affected during periods of more predictable or excessive natural precipitation.  

Governmental policies - A number of governmental laws and regulations can affect the Company’s business, including:

The Agricultural Act of 2014 provides a degree of certainty to growers by adopting a five-year farm bill. This law continued many of the existing programs, including funding for the Environmental Quality Incentives Program, which provides financial assistance to farmers to implement conservation practices, and is frequently used to assist in the purchase of center pivot irrigation systems.

U.S. Tax Reform enacted in December 2017 increased the benefit of certain tax incentives, such as the Section 179 income tax deduction and Section 168 bonus depreciation, which are intended to encourage equipment purchases. These incentives could benefit equipment sales in the future.  

Biofuel production continues to be a major demand driver for irrigated corn, sugar cane and soybeans as these crops are used in high volumes to produce ethanol and biodiesel.  In November 2017, the U.S. Environmental Protection Agency issued Renewable Fuels Standard volume requirements for 2018 that maintain volume requirements similar to 2017 levels.

Many international markets are affected by government policies such as subsidies and other agriculturally related incentives.  While these policies can have a significant effect on individual markets, they typically do not have a material effect on the consolidated results of the Company.

Currency – The value of the U.S. dollar has weakened slightly in relation to the value of currencies in some of the countries to which the Company exports products and in which the Company maintains local operations. The weakening of the dollar reduces the cost in the local currency of the products exported from the U.S. into these countries and, therefore, could positively affect the Company’s international sales and margins. In addition, the U.S. dollar value of sales made in any affected foreign currencies will increase as the value of the dollar weakens in relation to these other currencies.

Currency – The value of the U.S. dollar fluctuates in relation to the value of currencies in a number of countries to which the Company exports products and in which the Company maintains local operations. The strengthening of the dollar increases the cost in the local currency of the products exported from the U.S. into these countries and, therefore, could negatively affect the Company’s international sales and margins. In addition, the U.S. dollar value of sales made in any affected foreign currencies will decline as the value of the dollar rises in relation to these other currencies.

After a four year cyclical downturn in our U.S.International irrigation business, indications are that the market has reached a level of stabilization which, along with general economic optimism, has contributed to improved grower sentiment towards investment in irrigation equipment.  However, notable growth in demand for irrigation equipment is expected to remain constrained until there is more significant and sustained improvement in commodity prices and net farm income.  International markets remain active with opportunities for further development and expansion, however regional political and economic factors, currency conditions and other factors can create a challenging environment.  Additionally, international results are heavily dependent upon project sales which tend to fluctuate and can be difficult to forecast accurately.  

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The infrastructure business has continuedis dependent to generate growth and profitability improvement in an environment of constrainedsome extent on government spending.spending for road construction.  In December 2015, the U.S. government enacted a five-year, $305 billion highway-funding bill (the “FAST Act”) to fund highway and bridge projects,projects.  The FAST Act was scheduled to expire in September 2020, however Congress reauthorized a one year extension.  This extension includes an additional $13.6 billion added to the first long-term national transportationHighway Trust Fund, which finances most government spending bill in a decade.for highways and mass transit.  In addition, the Federal Highway Administration has changed highway safety product certification requirements. The change has required additional research and development spending and could have an impact on the competitive positioning of the Company’s highway safety products.  In spite of government spending uncertainty, opportunities exist for market expansion in each of the infrastructure product lines. Demand for the Company’s transportation safety products continues to be driven by population growth and the need for improved road safety.

The backlog of unshipped orders at February 28, 2018November 30, 2020 was $90.2$89.2 million compared with $62.3$69.2 million at February 28, 2017, withNovember 30, 2019.  Included in these backlogs are amounts of $5.4 million and $5.2 million, respectively, for orders that are not expected to be fulfilled within the subsequent twelve months. The increase in backlog is primarily attributable to higher backlogsorder activity in both the irrigation and infrastructure segments.North America irrigation. The Company’s backlog can fluctuate from period to period due to the seasonality, cyclicality, timing and execution of contracts.  Backlog typically represents long-term projects as well as short lead-time orders, and therefore is generally not a good indication of the next fiscal quarter’s revenues.

The global drivers for the Company’s markets of population growth, expanded food production, efficient water use and infrastructure expansion support the Company’s long-term growth goals.  The most significant opportunities for growth over the next several years are in international markets, where irrigation use is less developed and demand is driven primarily by food security, water scarcity and population growth.

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Results of Operations

 

For the Three Months ended February 28, 2018November 30, 2020 compared to the Three Months ended February 28, 2017November 30, 2019

 

The following section presents an analysis of the Company’s operating results displayed in the condensed consolidated statements of earnings for the three months ended February 28, 2018November 30, 2020 and February 28, 2017.  2019.It should be read together with the industry segment information in Note 1413 to the condensed consolidated financial statements:

 

Three months ended

 

 

Percent

 

 

Three months ended

 

 

Percent

 

($ in thousands)

 

February 28,

2018

 

 

February 28,

2017

 

 

Increase

(Decrease)

 

 

November 30,

2020

 

 

November 30,

2019

 

 

Increase

(Decrease)

 

Consolidated

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating revenues

 

$

130,339

 

 

$

124,125

 

 

5%

 

 

$

108,485

 

 

$

109,393

 

 

-1%

 

Gross profit

 

$

35,316

 

 

$

32,941

 

 

7%

 

 

$

31,408

 

 

$

34,074

 

 

-8%

 

Gross margin

 

 

27.1

%

 

 

26.5

%

 

 

 

 

 

 

29.0

%

 

 

31.1

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating expenses (1)

 

$

28,250

 

 

$

24,419

 

 

16%

 

 

$

23,873

 

 

$

21,798

 

 

10%

 

Operating income

 

$

7,066

 

 

$

8,522

 

 

-17%

 

 

$

7,535

 

 

$

12,276

 

 

-39%

 

Operating margin

 

 

5.4

%

 

 

6.9

%

 

 

 

 

 

 

6.9

%

 

 

11.2

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other (expense), net

 

$

(1,390

)

 

$

(886

)

 

57%

 

Other expense, net

 

$

(652

)

 

$

(1,021

)

 

-36%

 

Income tax expense

 

$

3,941

 

 

$

2,624

 

 

50%

 

 

$

(212

)

 

$

2,910

 

 

-107%

 

Overall income tax rate

 

 

69.4

%

 

 

34.4

%

 

 

 

 

 

 

-3.1

%

 

 

25.9

%

 

 

 

 

Net earnings

 

$

1,735

 

 

$

5,012

 

 

-65%

 

 

$

7,095

 

 

$

8,345

 

 

-15%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Irrigation Equipment Segment

 

 

 

 

 

 

 

 

 

 

 

 

Irrigation Segment

 

 

 

 

 

 

 

 

 

 

 

 

Segment operating revenues

 

$

111,865

 

 

$

106,209

 

 

5%

 

 

$

87,356

 

 

$

83,327

 

 

5%

 

Segment operating income

 

$

11,933

 

 

$

11,304

 

 

6%

 

 

$

10,633

 

 

$

9,784

 

 

9%

 

Segment operating margin

 

 

10.7

%

 

 

10.6

%

 

 

 

 

 

 

12.2

%

 

 

11.7

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Infrastructure Products Segment

 

 

 

 

 

 

 

 

 

 

 

 

Infrastructure Segment

 

 

 

 

 

 

 

 

 

 

 

 

Segment operating revenues

 

$

18,474

 

 

$

17,916

 

 

3%

 

 

$

21,129

 

 

$

26,066

 

 

-19%

 

Segment operating income

 

$

2,519

 

 

$

1,595

 

 

58%

 

 

$

4,256

 

 

$

8,741

 

 

-51%

 

Segment operating margin

 

 

13.6

%

 

 

8.9

%

 

 

 

 

 

 

20.1

%

 

 

33.5

%

 

 

 

 

                  

(1)

Includes $7.4$7.4 million and $4.4$6.2 million of corporate operating expenses for the three months ended February 28, 2018November 30, 2020 and February 28, 2017,2019, respectively.  

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Revenues

Operating revenues for the three months ended February 28, 2018 increased fiveNovember 30, 2020 decreased 1 percent to $130.3$108.5 million from $124.1$109.4 million for the three months ended February 28, 2017,November 30, 2019, as irrigation revenues increased $5.7$4.1 million and infrastructure revenues increased $0.6decreased $5.0 million.  The irrigation segment provided 8681 percent of the Company’s revenue during the three months ended February 28, 2018 and February 28, 2017.November 30, 2020 as compared to 76 percent for the three months ended November 30, 2019.

 

North America irrigation revenues for the three months ended February 28, 2018November 30, 2020 of $78.9$52.8 million increased $14.8decreased $0.8 million, or 232 percent, from $64.1$53.6 million for the three months ended February 28, 2017.  November 30, 2019. The increasedecrease resulted primarily from lower engineering services revenue related to a project in North American irrigation revenues is due primarily to an increase in the prior year that did not repeat that was partially offset by higher irrigation equipment unit volume compared to the prior year period.volume.

 

International irrigation revenues for the three months ended February 28, 2018November 30, 2020 of $33.0$34.6 million decreased $9.1increased $4.8 million, or 2216 percent, from $42.1$29.7 million for the three months ended February 28, 2017.November 30, 2019. The second quarter ofincrease resulted from higher unit sales volumes in several regions which were partially offset by the prior year included revenues from projects in developing markets that did not repeat in the current period, while demand in core markets remained stable.  The impactunfavorable effects of foreign currency translation ratesof approximately $2.4 million compared to the same prior year period was insignificant.first quarter.

 

Infrastructure segment revenues for the three months ended February 28, 2018November 30, 2020 of $18.5$21.1 million increased $0.6decreased $5.0 million, or three19 percent, from $17.9$26.1 million for the three months ended February 28, 2017.November 30, 2019.  The increasedecrease resulted primarily from higher Road Zipper System® salesa large order delivered in the prior year that were partially offset by a declinedid not repeat and from lower road construction activity in sales volume from North America road safety products.the current year.

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Gross Profit

Gross profit for the three months ended February 28, 2018November 30, 2020 of $35.3$31.4 million increased sevendecreased 8 percent from $32.9$34.1 million for the three months ended February 28, 2017.  The increase in gross profit resulted from higher revenues and an increase in grossNovember 30, 2019.  Gross margin to 27.1of 29.0 percent of sales for the three months ended February 28, 2018 from 26.5November 30, 2020 decreased compared with 31.1 percent of sales for the three months ended February 28, 2017.  Improved grossNovember 30, 2019. Gross margin decreased primarily from a decrease in thehigher margin infrastructure segment was partially offset by slightly lower gross margin in the irrigation segment.  Infrastructure margin improved due to a higher proportion of revenue from Road Zipper System® sales which resulted in an improved margin mix.  In irrigation, improved volume leverage from higher North America irrigation system sales was partially offset by lower project sales and margins in international markets.revenues.

 

Operating Expenses

Operating expenses of $28.3$23.9 million for the three months ended February 28, 2018November 30, 2020 increased by $3.8$2.0 million, over operating expenses in the three months ended February 28, 2017.  The increase included $2.3or 10 percent, compared with $21.8 million of severance costs and professional consulting fees associated with the Company’s Foundation for Growth performance improvement initiative.  The remainder of the increase is due primarily to higher professional fees and healthcare costs compared to the prior year.  Operating expenses were 22 percent of sales for the three months ended February 28, 2018 comparedNovember 30, 2019. The increase resulted from higher sales and marketing expense related to 20 percent of salesnew product launches, increased incentive compensation expense and higher health and medical costs.   

Other Expense, net

Other expense for the three months ended February 28, 2017.November 30, 2020 decreased $0.3 million compared to the three months ended November 30, 2019. The change resulted primarily from lower foreign currency transaction losses.

 

Income Taxes

The Company recorded an income tax expensebenefit of $3.9 million and $2.6$0.2 million for the three months ended February 28, 2018November 30, 2020 and February 28, 2017, respectively.income tax expense of $2.9 million for the three months ended November 30, 2019.  The overalleffective income tax rate was 69.4(3.1) percent and 34.425.9 percent for the three months ended February 28, 2018November 30, 2020 and February 28, 2017,2019, respectively.  Tax expense for the three months ended February 28, 2018The current period includes $2.6a benefit of $1.7 million of incremental expense resulting from the enactment of U.S. Tax Reform, as more fully explained in Note 4related to the condensed consolidated financial statements.

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Tablerelease of Contents

For the Six Months ended February 28, 2018 compareda valuation allowance primarily related to the Six Months ended February 28, 2017

The following section presents an analysis of the Company’snet operating results displayedloss carryforwards in the condensed consolidated statements of earnings for the six months ended February 28, 2018 and February 28, 2017.  It shoulda foreign jurisdiction that are now expected be read together with the industry segment information in Note 14 to the condensed consolidated financial statements:

 

 

Six months ended

 

 

Percent

 

($ in thousands)

 

February 28,

2018

 

 

February 28,

2017

 

 

Increase

(Decrease)

 

Consolidated

 

 

 

 

 

 

 

 

 

 

 

 

Operating revenues

 

$

254,865

 

 

$

234,515

 

 

9%

 

Gross profit

 

$

67,713

 

 

$

61,315

 

 

10%

 

Gross margin

 

 

26.6

%

 

 

26.1

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating expenses (1)

 

$

54,446

 

 

$

50,058

 

 

9%

 

Operating income

 

$

13,267

 

 

$

11,257

 

 

18%

 

Operating margin

 

 

5.2

%

 

 

4.8

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other (expense), net

 

$

(2,799

)

 

$

(2,286

)

 

22%

 

Income tax expense

 

$

5,548

 

 

$

3,086

 

 

80%

 

Overall income tax rate

 

 

53.0

%

 

 

34.4

%

 

 

 

 

Net earnings

 

$

4,920

 

 

$

5,885

 

 

-16%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Irrigation Equipment Segment

 

 

 

 

 

 

 

 

 

 

 

 

Segment operating revenues

 

$

215,218

 

 

$

196,061

 

 

10%

 

Segment operating income

 

$

19,784

 

 

$

16,453

 

 

20%

 

Segment operating margin

 

 

9.2

%

 

 

8.4

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Infrastructure Products Segment

 

 

 

 

 

 

 

 

 

 

 

 

Segment operating revenues

 

$

39,647

 

 

$

38,454

 

 

3%

 

Segment operating income

 

$

5,810

 

 

$

4,571

 

 

27%

 

Segment operating margin

 

 

14.7

%

 

 

11.9

%

 

 

 

 

(1)

Includes $12.3 million and $9.8 million of corporate expenses for the six months ended February 28, 2018 and February 28, 2017, respectively.  

Revenues

Operating revenues for the six months ended February 28, 2018 increased nine percent to $254.9 million from $234.5 million for the six months ended February 28, 2017, as irrigation revenues increased $19.2 million and infrastructure revenues increased by $1.2 million.  The irrigation segment provided 84 percent of the Company’s revenue during the six months ended February 28, 2018 and February 28, 2017.  

North America irrigation revenues for the six months ended February 28, 2018 of $146.6 million increased $29.7 million or 25 percent from $116.9 million for the six months ended February 28, 2017. The increase in North American irrigation revenues is due primarily to an increase in irrigation equipment unit volume compared to the prior year period.  

International irrigation revenues for the six months ended February 28, 2018 of $68.6 million decreased $10.6 million or 13 percent from $79.2 million for the six months ended February 28, 2017.  The six month period of the prior year included revenues from projects in developing markets that did not repeat in the current period, while demand in core markets remained stable.  The impact of foreign currency translation rates compared to the same prior year period was insignificant.

Infrastructure segment revenues for the six months ended February 28, 2018 of $39.6 million increased $1.2 million or three percent from $38.5 million for the six months ended February 28, 2017.  The increase resulted from higher Road Zipper System® sales as well as overall increased demand for road safety products compared with the prior year.

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Gross Profit

Gross profit for the six months ended February 28, 2018 of $67.7 million increased 10 percent from $61.3 million for the six months ended February 28, 2017.  The increase in gross profit resulted from higher revenues and an increase in gross margin to 26.6 percent for the six months ended February 28, 2018 from 26.1 percent for the six months ended February 28, 2017.  Improved gross margin in the infrastructure segment was partially offset by slightly lower gross margin in the irrigation segment.  Infrastructure margin improved due to a higher proportion of revenue from Road Zipper System® sales which resulted in an improved margin mix. In the irrigation segment, improved volume leverage from higher irrigation system sales in North America was offset by lower international irrigation sales and changes in the regional mix of sales.  

Operating Expenses

The Company’s operating expenses of $54.4 million for the six months ended February 28, 2018 increased by $4.4 million over operating expenses for the six months ended February 28, 2017.  The increase included $2.3 million of severance costs and professional consulting fees associated with the Company’s Foundation for Growth performance improvement initiative.  The remainder of the increase is due primarily to higher professional fees and healthcare costs compared to the prior year.  Operating expenses were 21 percent of sales for each of the six months ended February 28, 2018 and February 28, 2017.

Income Taxes

The Company recorded income tax expense of $5.5 million and $3.1 million for the six months ended February 28, 2018 and February 28, 2017, respectively.  The overall income tax rate was 53.0 percent and 34.4 percent for the six months ended February 28, 2018 and February 28, 2017, respectively.  Tax expense for the six months ended February 28, 2018 includes $2.6 million of incremental expense resulting from the enactment of U.S. Tax Reform, as more fully explained in Note 4 to the condensed consolidated financial statements.realizable.

Liquidity and Capital Resources

The Company's cash, and cash equivalents, and marketable securities totaled $102.2$146.4 million at February 28, 2018November 30, 2020 compared with $102.8$120.9 million at February 28, 2017November 30, 2019 and $121.6$140.9 million at August 31, 2017.2020.  The Company requires cash for financing its receivables and inventories, paying operating expenses and capital expenditures, and for dividends and share repurchases.  The Company meets its liquidity needs and finances its capital expenditures from its available cash and funds provided by operations along with borrowings under its credit arrangements described below. The Company’s investments in marketable securities are primarily comprised of United States government securities and investment grade corporate bonds. The Company believes its current cash resources, investments in marketable securities, projected operating cash flow, and remaining capacity under its continuing bank lines of credit are sufficient to cover all of its expected working capital needs, planned capital expenditures and dividends.  The Company may require additional borrowings to fund potential acquisitions in the future.

The Company’s total cash and cash equivalents held by foreign subsidiaries were approximately $25.4$41.3 million, $32.1$43.5 million, and $23.5$37.2 million as of February 28, 2018, February 28, 2017,November 30, 2020, November 30, 2019, and August 31, 2017,2020, respectively.  The Company considers earnings in foreign subsidiaries to be permanentlyindefinitely reinvested and would need to accrue and pay incremental state, local, and foreign taxes if such earnings were repatriated to the United States.  These incremental taxes would be in addition to the one-time mandatory deemed repatriation transition tax of $1.8 million as more fully explained in Note 4 to the condensed consolidated financial statements.  The Company does not intend to repatriate the funds and does not expect these funds to have a significant impact on the Company’s overall liquidity.  

Net working capital was $208.8$254.1 million at February 28, 2018,November 30, 2020, as compared with $194.9$231.8 million at February 28, 2017November 30, 2019 and $200.9$245.5 million at August 31, 2017.2020.  Cash used in operationsprovided by operating activities totaled $8.9$15.4 million during the sixthree months ended February 28, 2018, a decrease of $19.6 millionNovember 30, 2020, compared to cash provided by operationsoperating activities of $10.7$1.5 million during the sixthree months ended February 28, 2017.November 30, 2019.  This decreasechange was primarily due to increasedmore cash generated from changes in working capital, primarily receivables and accounts payable, compared to support higher sales.the same prior year period.

Cash flows used in investing activities totaled $6.4$5.8 million during the sixthree months ended February 28, 2018November 30, 2020 compared to $2.5$3.2 million used in investing activities during the sixthree months ended February 28, 2017.November 30, 2019.  The increase is primarily attributable to an increase in capital spending and changes in hedging activity.  Capital spending was $4.7current year period includes $5.6 million in the first six monthspurchases of fiscal 2018property, plant, and equipment compared to capital spending of $4.2$4.3 million in the same prior year period. The prior year period also included $1.1 million of cash received for the prior fiscal year.settlement of net investment hedges which did not repeat in the current year period.

Cash flows used in financing activities totaled $4.6$4.7 million during the sixthree months ended February 28, 2018November 30, 2020 compared to cash flows used in financing activities of $6.3$4.5 million during the sixthree months ended February 28, 2017.November 30, 2019. The decrease in cash used in financing activities increase

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Table of Contents

was primarily due tothe result of higher dividends and increased proceeds from the exercise of stock options in fiscal 2018 compared to the same prior fiscal year.

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Table of Contentsyear period.

 

Capital Allocation Plan

The Company’s capital allocation plan is to continue investing in revenue and earnings growth, combined with a defined process for enhancing returns to stockholders. Under the Company’s capital allocation plan, the priorities for uses of cash include:

Investment in organic growth including capital expenditures and expansion of international markets,

Investment in organic growth including capital expenditures and expansion of international markets,

Dividends to stockholders, along with expectations to increase dividends on an annual basis,

Dividends to stockholders, along with expectations to increase dividends over time,

Synergistic acquisitions that provide attractive returns to stockholders, and

Synergistic acquisitions that provide attractive returns to stockholders, and

Opportunistic share repurchases taking into account cyclical and seasonal fluctuations.

Opportunistic share repurchases taking into account cyclical and seasonal fluctuations.

Capital Expenditures

Capital expenditures for fiscal 20182021 are expected to be between $10.0$15.0 million and $12.0$20.0 million, including equipment replacement, productivity improvements and productivity improvements.new product development.  The Company’s management does maintain flexibility to modify the amount and timing of some of the planned expenditures in response to economic conditions.

Dividends

In the secondfirst quarter of fiscal 2018,2021, the Company paid a quarterly cash dividend to stockholders of $0.30$0.32 per common share, or $3.2$3.5 million, to stockholders as compared to $0.29a quarterly cash dividend of $0.31 per common share, or $3.1$3.4 million, in the secondfirst quarter of fiscal 2017.  2020.

Share Repurchases

The Company’s Board of Directors authorized a share repurchase program of up to $250.0 million of common stock with no expiration date.  Under the program, shares may be repurchased in privately negotiated and/or open market transactions as well as under formalized trading plans in accordance with the guidelines specified under Rule 10b5-1 of the Securities Exchange Act of 1934, as amended.  There were no shares repurchased during the three and six months ended February 28, 2018 and February 28, 2017, respectively. November 30, 2020 or 2019. The remaining amount available under the repurchase program was $63.7 million as of February 28, 2018.  November 30, 2020.  

Long-Term Borrowing Facilities

Series A,

Senior Notes.On February 19, 2015, theNotes.  The Company issuedhas outstanding $115.0 million in aggregate principal amount of Senior Notes, Series A (the “Senior Notes”).  The entire principal of the Senior Notes is due and payable on February 19, 2030.  Interest on the Senior Notes is payable semi-annually at a fixed annual rate of 3.82 percent and borrowingspercent. Borrowings under the Senior Notes are unsecured.  The Company intends to useused the proceeds of the sale of the Senior Notes for general corporate purposes, including acquisitions and dividends.

Revolving Credit Facility. On February 18, 2015, theThe Company entered intohas outstanding a $50.0 million unsecured Amended and Restated Revolving Credit Facility (the “Revolving Credit Facility”) with Wells Fargo Bank, National Association (“Wells Fargo”). On February 28, 2017, the Company and Wells Fargo entered into an amendment to the Revolving Credit Facility which, among other things, extended the termination date of the agreement from February 18, 2018 to February 28, 2020. expiring May 31, 2022.  The Company intends to use borrowings under the Revolving Credit Facility for working capital purposes and to fund acquisitions. At February 28, 2018November 30, 2020 and February 28, 2017,November 30, 2019, the Company had no outstanding borrowings under the Revolving Credit Facility.  The amount of borrowings available at any time under the Revolving Credit Facility is reduced by the amount of standby letters of credit issued by Wells Fargo then outstanding.  At February 28, 2018,November 30, 2020, the Company had the ability to borrow up to $44.6$50.0 million under the Revolving Credit Facility, after consideration of outstanding standby letters of credit of $5.4 million.Facility. Borrowings under the Revolving Credit Facility bear interest at a variable rate equal to LIBOR plus 90 basis points (2.56(1.13 percent at February 28, 2018)November 30, 2020), subject to adjustment as set forth in the loan documents for the Revolving Credit Facility.  Interest is paid on a monthly to quarterly basis depending on loan type.  The Company alsocurrently pays an annual commitment fee of 0.250.15 percent on the unused portion of the Revolving Credit Facility.

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Table of Contents

Borrowings under the Revolving Credit Facility have equal priority with borrowings under the Company’s Senior Notes.  Each of the credit arrangements described above include certain covenants relating primarily to the Company’s financial condition. These financial covenants include a funded debt to EBITDA leverage ratio and an interest coverage ratio.  In the event that the loan documents for the Revolving Credit Facility were to require the Company to comply with any financial covenant that is not already included or is more restrictive than what is already included in the arrangement governing the Senior Notes, then such covenant shall be deemed incorporated by reference for the benefit of holders of the Senior Notes.  Upon the occurrence of any event of default of these covenants, including a change in control of the Company, all amounts outstanding thereunder may be declared to be immediately due and payable.  At February 28, 2018, February 28, 2017,November 30, 2020 and August 31, 2017,2019, the Company was in compliance with all financial loan covenants contained in its credit arrangements in place as of each of those dates.

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Table of Contents

Elecsys Series 2006A Bonds.  Elecsys International Corporation,LLC, a wholly owned subsidiary of the Company, has outstanding $1.9$1.6 million in principal amount of industrial revenue bonds that were issued in 2006 (the “Series 2006A Bonds”).  Principal and interest on the Series 2006A Bonds are payable monthly through maturity on September 1, 2026.  The interest rate is adjustable every five years based on the yield of the 5-year United States Treasury Notes, plus 0.45 percent (1.92(0.81 percent as of February 28, 2018)November 30, 2020).  This rate was adjusted on September 1, 2016 in accordance with the terms of the bonds, and the adjusted rate will be in force until September 1, 2021.  The obligations under the Series 2006A Bonds are secured by a first priority security interest in certain real estate.

Contractual Obligations and Commercial Commitments

There have been no material changes in the Company’s contractual obligations and commercial commitments as described in the Company’s Annual Report on Form 10-K for the fiscal year ended August 31, 2017.2020.

ITEM 3 – Quantitative and Qualitative Disclosures About Market Risk

There have been no material changes from the Company’s quantitative and qualitative disclosures about market risk previously disclosed in the Company’s most recent Annual Report on Form 10-K.  See discussion of the Company’s quantitative and qualitative disclosures about market risk under Part II, Item 7A in the Company’s Annual Report on Form 10-K for the fiscal year ended August 31, 2017.2020.

ITEM 4 – Controls and Procedures

Disclosure Controls and Procedures

The Company carried out an evaluation under the supervision and the participation of the Company’s management, including the Company’s Chief Executive Officer (CEO) and Chief Financial Officer (CFO), of the effectiveness of the design and operation of the Company’s disclosure controls and procedures pursuant to Exchange Act Rules 13a-15(e) and 15d-15(e). Based upon that evaluation, the CEO and CFO concluded that the Company’s disclosure controls and procedures were effective as of February 28, 2018.November 30, 2020.

Additionally, theChanges in Internal Control over Financial Reporting

The CEO and CFO determined that there has not been any significant change to the Company’s internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) during the last fiscal quarter that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

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Part II – OTHEROTHER INFORMATION

See the disclosure in Note 98 – Commitments and Contingencies to the condensed consolidated financial statements set forth in Part I, Item 1 of this Quarterly Report on Form 10-Q, which disclosure is hereby incorporated herein by reference.

ITEM 1A – Risk Factors

There have been no material changes from risk factors previously disclosed in the Company’s most recent Annual Report on Form 10-K. See the discussiondiscussions of the Company’s risk factors under Part I, Item 1A in the Company’s Annual Report on Form 10-K for the fiscal year ended August 31, 2017.2020.

ITEM 2 – Unregistered Sales of Equity Securities and Use of Proceeds

None.

ITEM 3 – Defaults Upon Senior Securities

None.

ITEM 4 – Mine Safety Disclosures

Not applicable.

ITEM 5 – Other Information

None.

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ITEM 6 – Exhibits

 

Exhibit

 

 

No.

 

Description

 

 

 

3.1

 

Restated Certificate of Incorporation of the Company, incorporated by reference to Exhibit 3.1 to the Company's Current Report on Form 8-K filed on December 14, 2006.

3.2

 

Amended and Restated ByBy‑Laws of the Company, effective May 2, 2014,October 17, 2018, incorporated by reference to Exhibit 3.1 of the Company’s Current Report on Form 8-K filed on May 5, 2014.October 19, 2018.

4.1

 

Specimen Form of Common Stock Certificate, incorporated by reference to Exhibit 4(a) of the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended November 30, 2006.

10.1*

 

Separation Agreement and General Release, dated January 10, 2018, by and between the Company and David B. Downing.Lindsay Corporation Management Incentive Plan (MIP) 2021 Plan Year. **

31.1*10.2

 

Employment Agreement, dated August 17, 2020, between the Company and Randy A. Wood, incorporated by reference to Exhibit 10.13 of the Company’s Annual Report on Form 10-K filed on October 22, 2020. †

10.3

Amendment to Employment Agreement, dated November 9, 2020, between the Company and Randy A. Wood, incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed on November 10, 2020. †

10.4

Employment Agreement, dated August 17, 2020, between the Company and Gustavo E. Oberto, incorporated by reference to Exhibit 10.17 of the Company’s Annual Report on Form 10-K filed on October 22, 2020. †

10.5

Consulting Agreement, dated November 9, 2020, between the Company and Timothy L. Hassinger, incorporated by reference to Exhibit 10.2 of the Company’s Current Report on Form 8-K filed on November 10, 2020. †

31.1*

Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 18 U.S.C. Section 1350.

31.2*

 

Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 18 U.S.C. Section 1350.

32.1*

 

Certification of Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 18 U.S.C. Section 1350.

101*

Interactive Data Files pursuant to Rule 405 of Regulation S-T formatted in Inline Extensible Business Reporting Language ("Inline XBRL").

104*

Cover Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101).

 

 

 

101*

Interactive Data Files.

ManagementManagement contract or compensatory plan or arrangement required to be filed as an exhibit hereto pursuant to Item 6 of Part II of Form 10-Q.

* Filed herein. 

** Certain confidential portions of this exhibit were omitted by means of marking such portions with brackets and asterisks because the identified confidential portions (i) are not material and (ii) would be competitively harmful if publicly disclosed.

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SIGNATURES

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 on this 29th7th day of March 2018.January 2021.

 

 

 

 

LINDSAY CORPORATION

 

 

 

 

 

By:

 

/s/ BRIAN L. KETCHAM

 

Name:

 

Brian L. Ketcham

 

Title:

 

Senior Vice President and Chief Financial Officer

 

 

 

(on behalf of the registrant and as principal financial officer)

 

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