##### Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 FORM 10-Q
 (MARK ONE)
 þ
    
    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the quarterly period ended February 28, 2011
 OR
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 Commission File Number 1-13419
 Lindsay Corporation
  Delaware
    
    47-0554096(State or other jurisdiction of 
incorporation or organization)
    
    (I.R.S. Employer
Identification No.)2222 N. 111th Street, Omaha, Nebraska
    
    68164(Address of principal executive offices)
    
    (Zip Code)
 402-829-6800  (Registrants telephone number, including area code)
 þ o
 o o
  Large accelerated filer o
    
    Accelerated filer þ
    
    Non-accelerated filer o
    
    Smaller reporting company o(Do not check if smaller reporting company)
 o þ
 ,




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##### 



Lindsay Corporation
INDEX FORM 10-Q
 Page No.Part I  FINANCIAL INFORMATIONITEM 1  Financial StatementsCondensed Consolidated Statements of Operations for the three months
and six months ended February 28, 2011 and 2010
    
    
    3Condensed Consolidated Balance Sheets, February 28, 2011 and 2010 and
August 31, 2010
    
    
    4Condensed Consolidated Statements of Cash Flows for the six months
ended February 28, 2011 and 2010
    
    
    5Notes to Condensed Consolidated Financial Statements
    
    
    6-17ITEM 2 Managements Discussion and Analysis of Financial Condition
and Results of Operations
    
    
    18-25ITEM 3  Quantitative and Qualitative Disclosures about Market Risk
    
    
    26ITEM 4  Controls and Procedures
    
    
    26Part II  OTHER INFORMATIONITEM 1 Legal Proceedings
    
    
    27ITEM 1A  Risk Factors
    
    
    27ITEM 2 Unregistered Sales of Equity Securities and Use of Proceeds
    
    
    27ITEM 6 Exhibits
    
    
    28SIGNATURE
    
    
    29Exhibit 31.1Exhibit 31.2Exhibit 32.1
   2




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Part I  FINANCIAL INFORMATION
 
 ITEM 1  Financial Statements
 Lindsay Corporation and Subsidiaries
 
 CONSOLIDATED STATEMENTS OF OPERATIONS
(unaudited)
 Three months ended
    
    
    Six months endedFebruary 28,
    
    
    February 28,(in thousands, except per share amounts)
    
    2011
    
    
    2010
    
    
    2011
    
    
    2010Operating revenues
    
    $
    120,168
    
    
    $
    85,196
    
    
    $
    209,334
    
    
    $
    171,166Cost of operating revenues
    
    
    86,159
    
    
    
    63,067
    
    
    
    151,102
    
    
    
    123,233Gross profit
    
    
    34,009
    
    
    
    22,129
    
    
    
    58,232
    
    
    
    47,933Operating expenses:Selling expense
    
    
    6,911
    
    
    
    5,251
    
    
    
    13,929
    
    
    
    10,774General and administrative expense
    
    
    7,265
    
    
    
    8,279
    
    
    
    15,296
    
    
    
    15,615Engineering and research expense
    
    
    2,772
    
    
    
    1,685
    
    
    
    5,336
    
    
    
    3,469Total operating expenses
    
    
    16,948
    
    
    
    15,215
    
    
    
    34,561
    
    
    
    29,858Operating income
    
    
    17,061
    
    
    
    6,914
    
    
    
    23,671
    
    
    
    18,075Other income (expense):Interest expense
    
    
    (213
    )
    
    
    (356
    )
    
    
    (399
    )
    
    
    (817
    )Interest income
    
    
    37
    
    
    
    83
    
    
    
    79
    
    
    
    166Other income (expense), net
    
    
    116
    
    
    
    (85
    )
    
    
    227
    
    
    
    60Earnings before income taxes
    
    
    17,001
    
    
    
    6,556
    
    
    
    23,578
    
    
    
    17,484Income tax provision
    
    
    5,676
    
    
    
    578
    
    
    
    7,967
    
    
    
    4,829Net earnings
    
    $
    11,325
    
    
    $
    5,978
    
    
    $
    15,611
    
    
    $
    12,655Basic net earnings per share
    
    $
    0.90
    
    
    $
    0.48
    
    
    $
    1.24
    
    
    $
    1.02Diluted net earnings per share
    
    $
    0.89
    
    
    $
    0.48
    
    
    $
    1.23
    
    
    $
    1.01Weighted average shares outstanding
    
    
    12,548
    
    
    
    12,452
    
    
    
    12,525
    
    
    
    12,415Diluted effect of stock equivalents
    
    
    137
    
    
    
    127
    
    
    
    139
    
    
    
    145Weighted average shares outstanding assuming dilution
    
    
    12,685
    
    
    
    12,579
    
    
    
    12,664
    
    
    
    12,560Cash dividends per share
    
    $
    0.085
    
    
    $
    0.080
    
    
    $
    0.170
    
    
    $
    0.160
   3




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Lindsay Corporation and Subsidiaries
 
 CONSOLIDATED BALANCE SHEETS
 (Unaudited)
    
    
    (Unaudited)February 28,
    
    
    February 28,
    
    
    August 31,($ in thousands, except par values)
    
    2011
    
    
    2010
    
    
    2010ASSETSCurrent Assets:Cash and cash equivalents
    
    $
    78,448
    
    
    $
    91,635
    
    
    $
    83,418Receivables, net of allowance of $2,331, $2,100 and $2,244, respectively
    
    
    75,096
    
    
    
    53,297
    
    
    
    63,629Inventories, net
    
    
    54,876
    
    
    
    47,197
    
    
    
    45,296Deferred income taxes
    
    
    5,457
    
    
    
    6,645
    
    
    
    6,722Other current assets
    
    
    10,035
    
    
    
    7,629
    
    
    
    8,946Total current assets
    
    
    223,912
    
    
    
    206,403
    
    
    
    208,011Property, plant and equipment, net
    
    
    58,141
    
    
    
    57,414
    
    
    
    57,646Other intangible assets, net
    
    
    27,807
    
    
    
    27,842
    
    
    
    27,715Goodwill, net
    
    
    28,528
    
    
    
    23,867
    
    
    
    27,395Other noncurrent assets
    
    
    4,869
    
    
    
    5,640
    
    
    
    4,714Total assets
    
    $
    343,257
    
    
    $
    321,166
    
    
    $
    325,481LIABILITIES AND SHAREHOLDERS EQUITYCurrent Liabilities:Accounts payable
    
    $
    38,261
    
    
    $
    30,514
    
    
    $
    26,501Current portion of long-term debt
    
    
    4,286
    
    
    
    6,171
    
    
    
    4,286Other current liabilities
    
    
    27,049
    
    
    
    29,631
    
    
    
    36,295Total current liabilities
    
    
    69,596
    
    
    
    66,316
    
    
    
    67,082Pension benefits liabilities
    
    
    6,289
    
    
    
    6,407
    
    
    
    6,400Long-term debt
    
    
    6,428
    
    
    
    16,369
    
    
    
    8,571Deferred income taxes
    
    
    10,746
    
    
    
    8,916
    
    
    
    10,816Other noncurrent liabilities
    
    
    1,798
    
    
    
    3,101
    
    
    
    3,005Total liabilities
    
    
    94,857
    
    
    
    101,109
    
    
    
    95,874Shareholders equity:Preferred stock, ($1 par value, 2,000,000 shares authorized, no shares
issued and outstanding)
    
    
    
    
    
    
    
    
    
    
    Common stock, ($1 par value, 25,000,000 shares authorized,
18,257,149, 18,184,620 and 18,184,820 shares issued at February 28, 2011
and 2010 and August 31, 2010, respectively)
    
    
    18,257
    
    
    
    18,185
    
    
    
    18,185Capital in excess of stated value
    
    
    32,954
    
    
    
    29,972
    
    
    
    30,756Retained earnings
    
    
    283,751
    
    
    
    260,126
    
    
    
    270,272Less treasury stock (at cost, 5,698,448 shares at February 28, 2011 and 2010 and August 31, 2010, respectively)
    
    
    (90,961
    )
    
    
    (90,961
    )
    
    
    (90,961
    )Accumulated other comprehensive income, net
    
    
    4,399
    
    
    
    2,735
    
    
    
    1,355Total shareholders equity
    
    
    248,400
    
    
    
    220,057
    
    
    
    229,607Total liabilities and shareholders equity
    
    $
    343,257
    
    
    $
    321,166
    
    
    $
    325,481
   4




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Lindsay Corporation and Subsidiaries
 
 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
 Six Months EndedFebruary 28,($ in thousands)
    
    2011
    
    
    2010CASH FLOWS FROM OPERATING ACTIVITIES:Net earnings
    
    $
    15,611
    
    
    $
    12,655Adjustments to reconcile net earnings to net cash provided by
operating activities:Depreciation and amortization
    
    
    5,880
    
    
    
    5,350Provision for uncollectible accounts receivable
    
    
    188
    
    
    
    267Deferred income taxes
    
    
    (575
    )
    
    
    (1,768
    )Stock-based compensation expense
    
    
    1,586
    
    
    
    1,182Gain on disposal of fixed assets
    
    
    (37
    )
    
    
    (520
    )Other, net
    
    
    (336
    )
    
    
    (85
    )Changes in assets and liabilities:Receivables
    
    
    (10,137
    )
    
    
    (11,025
    )Inventories
    
    
    (8,003
    )
    
    
    (1,940
    )Other current assets
    
    
    (762
    )
    
    
    (1,755
    )Accounts payable
    
    
    11,245
    
    
    
    10,747Other current liabilities
    
    
    (7,877
    )
    
    
    (3,645
    )Current taxes payable
    
    
    (1,525
    )
    
    
    2,554Other noncurrent assets and liabilities
    
    
    (1,343
    )
    
    
    (954
    )Net cash provided by operating activities
    
    
    3,915
    
    
    
    11,063CASH FLOWS FROM INVESTING ACTIVITIES:Purchases of property, plant and equipment
    
    
    (4,402
    )
    
    
    (1,985
    )Proceeds from sale of property, plant and equipment
    
    
    53
    
    
    
    547Acquisition of business, net of cash acquired
    
    
    (1,279
    )
    
    
    (132
    )Payment for settlement of net investment hedge
    
    
    (734
    )
    
    
    565Net cash used in investing activities
    
    
    (6,362
    )
    
    
    (1,005
    )CASH FLOWS FROM FINANCING ACTIVITIES:Issuance of common stock under stock compensation plans
    
    
    (34
    )
    
    
    544Principal payments on long-term debt
    
    
    (2,143
    )
    
    
    (3,086
    )Net borrowing on revolving line of credit
    
    
    389
    
    
    
    Excess tax benefits from stock-based compensation
    
    
    877
    
    
    
    368Dividends paid
    
    
    (2,133
    )
    
    
    (1,990
    )Net cash used in financing activities
    
    
    (3,044
    )
    
    
    (4,164
    )Effect of exchange rate changes on cash
    
    
    521
    
    
    
    (188
    )Net (decrease) increase in cash and cash equivalents
    
    
    (4,970
    )
    
    
    5,706Cash and cash equivalents, beginning of period
    
    
    83,418
    
    
    
    85,929Cash and cash equivalents, end of period
    
    $
    78,448
    
    
    $
    91,635
   5




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Lindsay Corporation and Subsidiaries
 
 NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 (1) Condensed Consolidated Financial Statements
    Business Combinations
 (2) Net Earnings per Share
     6




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(3) Comprehensive Income
  Three months ended
    
    
    Six months endedFebruary 28,
    
    
    February 28,$ in thousands
    
    2011
    
    
    2010
    
    
    2011
    
    
    2010Comprehensive income:Net earnings
    
    $
    11,325
    
    
    $
    5,978
    
    
    $
    15,611
    
    
    $
    12,655Other comprehensive income(1):Defined benefit pension plan, net of tax
    
    
    25
    
    
    
    28
    
    
    
    50
    
    
    
    56Unrealized gain on cash flow hedges, net of tax
    
    
    79
    
    
    
    723
    
    
    
    181
    
    
    
    556Foreign currency translation, net of hedging activities
    
    
    2,069
    
    
    
    (3,816
    )
    
    
    2,813
    
    
    
    (872
    )Total comprehensive income
    
    $
    13,498
    
    
    $
    2,913
    
    
    $
    18,655
    
    
    $
    12,395
 (1)
    
    Net of tax expense of $256 and $179 for the three months and six months ended
February 28, 2011, respectively. Net of tax expense of $527 and $493 for the three months and
six months ended February 28, 2010, respectively. (4) Income Taxes
     7




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(5) Inventories
  February 28,
    
    
    February 28,
    
    
    August 31,$ in thousands
    
    2011
    
    
    2010
    
    
    2010Inventory:FIFO inventory
    
    $
    25,626
    
    
    $
    20,298
    
    
    $
    19,218LIFO reserves
    
    
    (6,305
    )
    
    
    (6,927
    )
    
    
    (6,263
    )LIFO inventory
    
    
    19,321
    
    
    
    13,371
    
    
    
    12,955Weighted average inventory
    
    
    21,977
    
    
    
    18,867
    
    
    
    15,854Other FIFO inventory
    
    
    15,806
    
    
    
    17,200
    
    
    
    18,532Obsolescence reserve
    
    
    (2,228
    )
    
    
    (2,241
    )
    
    
    (2,045
    )Total inventories
    
    $
    54,876
    
    
    $
    47,197
    
    
    $
    45,296
  February 28,
    
    
    February 28,
    
    
    August 31,2011
    
    
    2010
    
    
    2010Raw materials
    
    
    14
    %
    
    
    13
    %
    
    
    12
    %Work in process
    
    
    10
    %
    
    
    7
    %
    
    
    8
    %Finished goods and purchased parts
    
    
    76
    %
    
    
    80
    %
    
    
    80
    %
 (6) Property, Plant and Equipment
  February 28,
    
    
    February 28,
    
    
    August 31,$ in thousands
    
    2011
    
    
    2010
    
    
    2010Operating property, plant and equipment:Land
    
    $
    2,830
    
    
    $
    2,244
    
    
    $
    2,757Buildings
    
    
    28,962
    
    
    
    28,983
    
    
    
    28,294Equipment
    
    
    68,305
    
    
    
    62,299
    
    
    
    66,754Other
    
    
    6,573
    
    
    
    4,524
    
    
    
    3,830Total operating property, plant and equipment
    
    
    106,670
    
    
    
    98,050
    
    
    
    101,635Accumulated depreciation
    
    
    (62,363
    )
    
    
    (56,077
    )
    
    
    (58,429
    )Total operating property, plant and equipment, net
    
    $
    44,307
    
    
    $
    41,973
    
    
    $
    43,206Property held for lease:Machines
    
    
    3,890
    
    
    
    4,216
    
    
    
    4,360Barriers
    
    
    17,123
    
    
    
    16,436
    
    
    
    16,215Total property held for lease
    
    $
    21,013
    
    
    $
    20,652
    
    
    $
    20,575Accumulated depreciation
    
    
    (7,179
    )
    
    
    (5,211
    )
    
    
    (6,135
    )Total property held for lease, net
    
    $
    13,834
    
    
    $
    15,441
    
    
    $
    14,440Property, plant and equipment, net
    
    $
    58,141
    
    
    $
    57,414
    
    
    $
    57,646
   8




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(7) Credit Arrangements
 Euro Line of Credit
  BSI Term Note
 Financial Derivatives
 Snoline Term Note
  Revolving Credit Agreement
     9




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February 28,
    
    
    February 28,
    
    
    August 31,$ in thousands
    
    2011
    
    
    2010
    
    
    2010BSI Term Note
    
    $
    10,714
    
    
    $
    15,000
    
    
    $
    12,857Snoline Term Note
    
    
    
    
    
    
    7,540
    
    
    
    Less current portion
    
    
    (4,286
    )
    
    
    (6,171
    )
    
    
    (4,286
    )Total long-term debt
    
    $
    6,428
    
    
    $
    16,369
    
    
    $
    8,571
   Due within:1 year
    
    $
    4,2862 years
    
    
    4,2863 years
    
    
    2,142$
    10,714
 (8) Financial Derivatives
    10




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Fair Values of Derivative InstrumentsAsset (Liability) DerivativesFebruary 28,
    
    
    February 28,
    
    
    August 31,$ in thousands
    
    Balance Sheet Location
    
    2011
    
    
    2010
    
    
    2010Derivatives designated as hedging
instruments:Foreign currency forward contracts
    
    Other current liabilities
    
    $
    (388
    )
    
    $
    
    
    
    $
    (66
    )Interest rate swap
    
    Other current liabilities
    
    
    (354
    )
    
    
    (530
    )
    
    
    (437
    )Interest rate swap
    
    Other noncurrent liabilities
    
    
    (271
    )
    
    
    (599
    )
    
    
    (484
    )Cross currency swap
    
    Other current liabilities
    
    
    
    
    
    
    (291
    )
    
    
    Cross currency swap
    
    Other noncurrent liabilities
    
    
    
    
    
    
    (434
    )
    
    
    Total derivatives designated as hedging
instruments
    
    
    
    $
    (1,013
    )
    
    $
    (1,854
    )
    
    $
    (987
    )Derivatives not designated as hedging
instruments:Foreign currency option contract
    
    Other current assets
    
    $
    
    
    
    $
    
    
    
    $
    16Total derivatives not designated as
hedging instruments
    
    
    
    $
    
    
    
    $
    
    
    
    $
    16
  Cash Flow Hedging Relationships
 Credit Arrangements)
 Credit Arrangements)
   11




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Amount of Gain/(Loss) Recognized in OCI on DerivativesThree months ended
    
    
    Six months endedFebruary 28,
    
    
    February 28,$ in thousands
    
    2011
    
    
    2010
    
    
    2011
    
    
    2010Interest rate swap
    
    $
    96
    
    
    $
    95
    
    
    $
    180
    
    
    $
    159Cross currency swap
    
    
    
    
    
    
    628
    
    
    
    
    
    
    
    397Foreign currency
forward contracts
    
    
    (17
    )
    
    
    
    
    
    
    1
    
    
    
    Total1
    
    $
    79
    
    
    $
    723
    
    
    $
    181
    
    
    $
    556
 (1)
    
    Net of tax expense of $48 and $296 for the three months ended February 28,
2011 and 2010 respectively. Net of tax expense of $109 and $246 for the six months ended
February 28, 2011 and 2010 respectively. Amount of (Loss) Reclassified from AOCI into IncomeLocation of Loss
    
    Three months ended
    
    
    Six months endedReclassified from
    
    February 28,
    
    
    February 28,$ in thousands
    
    AOCI into Income
    
    2011
    
    
    2010
    
    
    2011
    
    
    2010Interest rate swap
    
    Interest Expense
    
    $
    (144
    )
    
    $
    (220
    )
    
    $
    (304
    )
    
    $
    (456
    )Cross currency swap
    
    Interest Expense
    
    
    
    
    
    
    (131
    )
    
    
    
    
    
    
    (280
    )Foreign currency
forward contracts
    
    Revenue
    
    
    (18
    )
    
    
    
    
    
    
    (57
    )
    
    
    $
    (162
    )
    
    $
    (351
    )
    
    $
    (361
    )
    
    $
    (736
    )Gain/(Loss) Recognized in Income on DerivativesLocation of
    
    (Ineffectiveness)Gain/(Loss)
    
    Three months ended
    
    
    Six months endedRecognized in Income
    
    February 28,
    
    
    February 28,$ in thousands
    
    (Ineffectiveness)
    
    2011
    
    
    2010
    
    
    2011
    
    
    2010Interest rate swap
    
    Other income (expense)
    
    $
    (4
    )
    
    $
    7
    
    
    $
    7
    
    
    $
    (50
    )
  12




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Net Investment Hedging Relationships
  Amount of Gain/(Loss) Recognized in OCI on DerivativesThree months ended
    
    
    Six months endedFebruary 28,
    
    
    February 28,$ in thousands
    
    2011
    
    
    2010
    
    
    2011
    
    
    2010Foreign currency forward contracts1
    
    $
    (219
    )
    
    $
    351
    
    
    $
    (649
    )
    
    $
    351
 (1)
    
    Net of tax benefit of $134 and $397 for the three and six months ended
February 28, 2011. Net of tax expense of $214 for the three and six months ended February 28,
2010.   Derivatives Not Designated as Hedging Instruments
  Amount Gain/(Loss) Recognized in Income on DerivativesLocation of
    
    Three months ended
    
    
    Six months endedGain/(Loss)
    
    February 28,
    
    
    February 28,$ in thousands
    
    Recognized in Income
    
    2011
    
    
    2010
    
    
    2011
    
    
    2010Foreign currency
forward contracts
    
    Operating revenues
    
    $
    (7
    )
    
    $
    
    
    
    $
    (16
    )
    
    $
    
  13




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##### Table of Contents



(9) Fair Value Measurements
  
    
    Level 1  Unadjusted quoted prices in active markets for identical assets or liabilities.
    
    Level 2  Significant observable pricing inputs other than quoted prices included within
Level 1 that are either directly or indirectly observable as of the reporting date.
Essentially, this represents inputs that are derived principally from or corroborated by
observable market data.
    
    Level 3  Generally unobservable inputs, which are developed based on the best
information available and may include the Companys own internal data.
  $ in thousands
    
    Level 1
    
    
    Level 2
    
    
    Level 3
    
    
    TotalCash and cash equivalents
    
    $
    78,448
    
    
    $
    
    
    
    $
    
    
    
    $
    78,448Derivative liabilities
    
    
    
    
    
    
    (1,013
    )
    
    
    
    
    
    
    (1,013
    )
  $ in thousands
    
    Level 1
    
    
    Level 2
    
    
    Level 3
    
    
    TotalCash and cash equivalents
    
    $
    91,635
    
    
    $
    
    
    
    $
    
    
    
    $
    91,635Derivative liabilities
    
    
    
    
    
    
    (1,854
    )
    
    
    
    
    
    
    (1,854
    )
   (10) Commitments and Contingencies
   14




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(11) Retirement Plan
  Three months ended
    
    
    Six months endedFebruary 28,
    
    
    February 28,$ in thousands
    
    2011
    
    
    2010
    
    
    2011
    
    
    2010Net periodic benefit cost:Interest cost
    
    
    84
    
    
    
    88
    
    
    
    167
    
    
    
    175Net amortization and deferral
    
    
    41
    
    
    
    45
    
    
    
    82
    
    
    
    90Total net periodic benefit cost
    
    $
    125
    
    
    $
    133
    
    
    $
    249
    
    
    $
    265
 (12) Warranties
  Three months endedFebruary 28,$ in thousands
    
    2011
    
    
    2010Warranties:Product warranty accrual balance, beginning of period
    
    $
    1,796
    
    
    $
    1,477Liabilities accrued for warranties during the period
    
    
    843
    
    
    
    674Warranty claims paid during the period
    
    
    (723
    )
    
    
    (746
    )Product warranty accrual balance, end of period
    
    $
    1,916
    
    
    $
    1,405
 Six months endedFebruary 28,$ in thousands
    
    2011
    
    
    2010Warranties:Product warranty accrual balance, beginning of period
    
    $
    1,862
    
    
    $
    1,736Liabilities accrued for warranties during the period
    
    
    1,685
    
    
    
    1,421Warranty claims paid during the period
    
    
    (1,631
    )
    
    
    (1,752
    )Product warranty accrual balance, end of period
    
    $
    1,916
    
    
    $
    1,405
  15




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(13) Industry Segment Information
   ® ®
    Three months ended
    
    
    Six months endedFebruary 28,
    
    
    February 28,$ in thousands
    
    2011
    
    
    2010
    
    
    2011
    
    
    2010Operating revenues:Irrigation
    
    $
    91,658
    
    
    $
    67,895
    
    
    $
    151,667
    
    
    $
    121,161Infrastructure
    
    
    28,510
    
    
    
    17,301
    
    
    
    57,667
    
    
    
    50,005Total operating revenues
    
    $
    120,168
    
    
    $
    85,196
    
    
    $
    209,334
    
    
    $
    171,166Operating income:Irrigation
    
    $
    16,005
    
    
    $
    12,028
    
    
    $
    21,906
    
    
    $
    18,772Infrastructure
    
    
    4,261
    
    
    
    (1,154
    )
    
    
    8,286
    
    
    
    6,531Segment operating income
    
    
    20,266
    
    
    
    10,874
    
    
    
    30,192
    
    
    
    25,303Unallocated general and administrative expenses
    
    
    (3,205
    )
    
    
    (3,960
    )
    
    
    (6,521
    )
    
    
    (7,228
    )Interest and other income, net
    
    
    (60
    )
    
    
    (358
    )
    
    
    (93
    )
    
    
    (591
    )Earnings before income taxes
    
    $
    17,001
    
    
    $
    6,556
    
    
    $
    23,578
    
    
    $
    17,484Total Capital Expenditures:Irrigation
    
    $
    1,182
    
    
    $
    21
    
    
    $
    2,038
    
    
    $
    542Infrastructure
    
    
    1,736
    
    
    
    528
    
    
    
    2,364
    
    
    
    1,443$
    2,918
    
    
    $
    549
    
    
    $
    4,402
    
    
    $
    1,985Total Depreciation and Amortization:Irrigation
    
    $
    1,388
    
    
    $
    1,112
    
    
    $
    2,740
    
    
    $
    2,221Infrastructure
    
    
    1,566
    
    
    
    1,557
    
    
    
    3,140
    
    
    
    3,129$
    2,954
    
    
    $
    2,669
    
    
    $
    5,880
    
    
    $
    5,350
  16




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February 28,
    
    
    February 28,
    
    
    August 31,2011
    
    
    2010
    
    
    2010Total Assets:Irrigation
    
    $
    227,341
    
    
    $
    217,096
    
    
    $
    206,885Infrastructure
    
    
    115,916
    
    
    
    104,070
    
    
    
    118,596$
    343,257
    
    
    $
    321,166
    
    
    $
    325,481
 (14) Share Based Compensation
    17




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ITEM 2
    
    Managements Discussion and Analysis of Financial Condition and Results of Operations
 Concerning Forward-Looking Statements
   Accounting Policies
   Overview
   18




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19




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Results of Operations
 For the Three Months ended February 28, 2011 compared to the Three Months ended February 28, 2010
  Three months ended
    
    
    PercentFebruary 28,
    
    
    Increase$ in thousands
    
    2011
    
    
    2010
    
    
    (Decrease)ConsolidatedOperating revenues
    
    $
    120,168
    
    
    $
    85,196
    
    
    
    41.0
    %Cost of operating revenues
    
    $
    86,159
    
    
    $
    63,067
    
    
    
    36.6
    %Gross profit
    
    $
    34,009
    
    
    $
    22,129
    
    
    
    53.7
    %Gross margin
    
    
    28.3
    %
    
    
    26.0
    %Operating expenses (1)
    
    $
    16,948
    
    
    $
    15,215
    
    
    
    11.4
    %Operating income
    
    $
    17,061
    
    
    $
    6,914
    
    
    
    146.8
    %Operating margin
    
    
    14.2
    %
    
    
    8.1
    %Interest expense
    
    $
    (213
    )
    
    $
    (356
    )
    
    
    (40.2
    )%Interest income
    
    $
    37
    
    
    $
    83
    
    
    
    (55.4
    )%Other income (expense), net
    
    $
    116
    
    
    $
    (85
    )
    
    
    236.5
    %Income tax provision
    
    $
    5,676
    
    
    $
    578
    
    
    
    882.0
    %Effective income tax rate
    
    
    33.4
    %
    
    
    8.8
    %Net earnings
    
    $
    11,325
    
    
    $
    5,978
    
    
    
    89.4
    %Irrigation Equipment SegmentSegment operating revenues
    
    $
    91,658
    
    
    $
    67,895
    
    
    
    35.0
    %Segment operating income (2)
    
    $
    16,005
    
    
    $
    12,028
    
    
    
    33.1
    %Segment operating margin (2)
    
    
    17.5
    %
    
    
    17.7
    %Infrastructure Products SegmentSegment operating revenues
    
    $
    28,510
    
    
    $
    17,301
    
    
    
    64.8
    %Segment operating income (loss) (2)
    
    $
    4,261
    
    
    $
    (1,154
    )
    
    
    469.2
    %Segment operating margin (2)
    
    
    14.9
    %
    
    
    (6.7
    )%
 (1)
    
    Includes $3.2 million and $4.0 million of unallocated general and administrative expenses
for the three months ended February 28, 2011 and 2010, respectively.(2)
    
    Excludes unallocated general & administrative expenses. Revenues
    20




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® ® ®
 Gross Margin
 ®
 Operating Expenses
 ®
 Interest, Other Income (Expense), net
   Income Taxes
   Net Earnings
   21




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For the Six Months ended February 28, 2011 compared to the Six Months ended February 28, 2010
 Six months ended
    
    
    PercentFebruary 28,
    
    
    Increase$ in thousands
    
    2011
    
    
    2010
    
    
    (Decrease)ConsolidatedOperating revenues
    
    $
    209,334
    
    
    $
    171,166
    
    
    
    22.3
    %Cost of operating revenues
    
    $
    151,102
    
    
    $
    123,233
    
    
    
    22.6
    %Gross profit
    
    $
    58,232
    
    
    $
    47,933
    
    
    
    21.5
    %Gross margin
    
    
    27.8
    %
    
    
    28.0
    %Operating expenses (1)
    
    $
    34,561
    
    
    $
    29,858
    
    
    
    15.8
    %Operating income
    
    $
    23,671
    
    
    $
    18,075
    
    
    
    31.0
    %Operating margin
    
    
    11.3
    %
    
    
    10.6
    %Interest expense
    
    $
    (399
    )
    
    $
    (817
    )
    
    
    (51.2
    )%Interest income
    
    $
    79
    
    
    $
    166
    
    
    
    (52.4
    )%Other income (expense), net
    
    $
    227
    
    
    $
    60
    
    
    
    278.3
    %Income tax provision
    
    $
    7,967
    
    
    $
    4,829
    
    
    
    65.0
    %Effective income tax rate
    
    
    33.8
    %
    
    
    27.6
    %Net earnings
    
    $
    15,611
    
    
    $
    12,655
    
    
    
    23.4
    %Irrigation Equipment SegmentSegment operating revenues
    
    $
    151,667
    
    
    $
    121,161
    
    
    
    25.2
    %Segment operating income (2)
    
    $
    21,906
    
    
    $
    18,772
    
    
    
    16.7
    %Segment operating margin (2)
    
    
    14.4
    %
    
    
    15.5
    %Infrastructure Products SegmentSegment operating revenues
    
    $
    57,667
    
    
    $
    50,005
    
    
    
    15.3
    %Segment operating income (2)
    
    $
    8,286
    
    
    $
    6,531
    
    
    
    26.9
    %Segment operating margin (2)
    
    
    14.4
    %
    
    
    13.1
    %
 (1)
    
    Includes $6.5 million and $7.2 million of unallocated general and administrative expenses
for the six months ended February 28, 2011 and 2010, respectively.(2)
    
    Excludes unallocated general and administrative expenses. Revenues
   ® ®
  22




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Gross Margin
 ®
 Operating Expenses
  Interest, Other Income (Expense), net
    Income Taxes
   Net Earnings
   23




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Liquidity and Capital Resources
            24




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Contractual Obligations and Commercial Commitments
  Market Conditions and Fiscal 2011 Outlook
  ® ® ®
   Recently Issued Accounting Pronouncements
    25




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##### Table of Contents



ITEM 3
    
     Quantitative and Qualitative Disclosures About Market Risk
       
 ITEM 4
    
    Controls and Procedures
    26




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##### Table of Contents



Part II  OTHER INFORMATION
 
 ITEM 1
    
    Legal Proceedings
  Environmental Matters
  
 ITEM 1A
    
    Risk Factors
  
 ITEM 2
    
    Unregistered Sales of Equity Securities and Use of Proceeds
   27




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##### Table of Contents



ITEM 6
    
    Exhibits
 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 By-Laws of the Company, incorporated by reference to
Exhibit 3.1 of the Companys Current Report on Form 8-K filed on February 3, 2011.4.1
    
    
    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
    
    
    Second Amendment to Revolving Credit Agreement, dated January 23, 2011, by and
between the Company and Wells Fargo Bank, N.A., incorporated by reference to Exhibit
10.1 of the Companys Current Report on Form 8-K filed on January 26, 2011.10.2
    
    
    Seventh Amendment to Employment Agreement, dated January 31, 2011, between the
Company and Richard W. Parod, incorporated by reference to Exhibit 10.1 of the
Companys Current Report on Form 8-K filed on February 3, 2011.31.1
    *
    
    Certification of Chief Executive Officer pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002 18 U.S.C. Section 1350.31.2
    *
    
    Certification of Chief Financial Officer pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002 18 U.S.C. Section 1350.32.1
    *
    
    Certification of Chief Executive Officer and Chief Financial Officer pursuant
to Section 906 of the Sarbanes-Oxley Act of 2002 18 U.S.C. Section 1350.
 *
    
    filed herein  28




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SIGNATURE
  LINDSAY CORPORATIONBy:
    /s/ DAVID B. DOWNINGName:
    David B. DowningTitle:
    Chief Financial Officer and
President  International Operations  29