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 May 31, 2009
 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
 þ o
 o o
  Large accelerated filer þ
    
    Accelerated filer o
    
    Non-accelerated filer  o
(Do not check if a smaller reporting company)
    
    Smaller reporting company o
 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 and nine months
ended May 31, 2009 and 2008
    
    
    3Condensed Consolidated Balance Sheets, May 31, 2009 and 2008 and
August 31, 2008
    
    
    4Condensed Consolidated Statements of Cash Flows for the nine months
ended May 31, 2009 and 2008
    
    
    5Notes to Condensed Consolidated Financial Statements
    
    
    6-16ITEM 2 Managements Discussion and Analysis of Financial Condition
and Results of Operations
    
    
    17-25ITEM 3 Quantitative and Qualitative Disclosures about Market Risk
    
    
    25-26ITEM 4 Controls and Procedures
    
    
    26Part II  OTHER INFORMATIONITEM 1 Legal Proceedings
    
    
    26-27ITEM 1A Risk Factors
    
    
    27ITEM 2 Unregistered Sales of Equity Securities and Use of Proceeds
    
    
    27ITEM 6 Exhibits
    
    
    28SIGNATURE
    
    
    29
 - 2 -




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##### 



Part I  FINANCIAL INFORMATION
 
 ITEM 1  Financial Statements
 Lindsay Corporation and Subsidiaries
 
 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(unaudited)
 Three Months Ended
    
    
    Nine Months EndedMay 31,
    
    
    May 31,(in thousands, except per share amounts)
    
    2009
    
    
    2008
    
    
    2009
    
    
    2008Operating revenues
    
    $
    84,578
    
    
    $
    143,562
    
    
    $
    262,845
    
    
    $
    327,908Cost of operating revenues
    
    
    63,509
    
    
    
    106,460
    
    
    
    199,851
    
    
    
    241,472Gross profit
    
    
    21,069
    
    
    
    37,102
    
    
    
    62,994
    
    
    
    86,436Operating expenses:Selling expense
    
    
    5,186
    
    
    
    6,847
    
    
    
    17,567
    
    
    
    18,199General and administrative expense
    
    
    7,000
    
    
    
    8,112
    
    
    
    21,837
    
    
    
    20,763Engineering and research expense
    
    
    1,346
    
    
    
    1,693
    
    
    
    4,706
    
    
    
    4,655Total operating expenses
    
    
    13,532
    
    
    
    16,652
    
    
    
    44,110
    
    
    
    43,617Operating income
    
    
    7,537
    
    
    
    20,450
    
    
    
    18,884
    
    
    
    42,819Other income (expense):Interest expense
    
    
    (465
    )
    
    
    (787
    )
    
    
    (1,570
    )
    
    
    (2,207
    )Interest income
    
    
    200
    
    
    
    346
    
    
    
    741
    
    
    
    1,199Other income (expense), net
    
    
    636
    
    
    
    299
    
    
    
    (832
    )
    
    
    520Earnings before income taxes
    
    
    7,908
    
    
    
    20,308
    
    
    
    17,223
    
    
    
    42,331Income tax provision
    
    
    2,639
    
    
    
    6,201
    
    
    
    5,482
    
    
    
    14,178Net earnings
    
    $
    5,269
    
    
    $
    14,107
    
    
    $
    11,741
    
    
    $
    28,153Basic net earnings per share
    
    $
    0.43
    
    
    $
    1.18
    
    
    $
    0.96
    
    
    $
    2.37Diluted net earnings per share
    
    $
    0.42
    
    
    $
    1.15
    
    
    $
    0.94
    
    
    $
    2.29Weighted average shares outstanding
    
    
    12,305
    
    
    
    11,958
    
    
    
    12,280
    
    
    
    11,857Diluted effect of stock equivalents
    
    
    136
    
    
    
    362
    
    
    
    168
    
    
    
    411Weighted average shares outstanding assuming dilution
    
    
    12,441
    
    
    
    12,320
    
    
    
    12,448
    
    
    
    12,268Cash dividends per share
    
    $
    0.075
    
    
    $
    0.070
    
    
    $
    0.225
    
    
    $
    0.210
  - 3 -




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##### 



Lindsay Corporation and Subsidiaries
 
 CONDENSED CONSOLIDATED BALANCE SHEETS
 (Unaudited)
    
    
    (Unaudited)May 31,
    
    
    May 31,
    
    
    August 31,($ in thousands, except par values)
    
    2009
    
    
    2008
    
    
    2008ASSETSCurrent Assets:Cash and cash equivalents
    
    $
    63,212
    
    
    $
    19,068
    
    
    $
    50,760Receivables, net of allowance, $1,503, $1,319 and $1,457, respectively
    
    
    57,371
    
    
    
    82,859
    
    
    
    88,410Inventories, net
    
    
    54,355
    
    
    
    61,118
    
    
    
    53,409Deferred income taxes
    
    
    8,591
    
    
    
    7,054
    
    
    
    8,095Other current assets
    
    
    5,886
    
    
    
    12,150
    
    
    
    7,947Total current assets
    
    
    189,415
    
    
    
    182,249
    
    
    
    208,621Property, plant and equipment, net
    
    
    56,964
    
    
    
    56,657
    
    
    
    57,571Other intangible assets, net
    
    
    28,383
    
    
    
    31,943
    
    
    
    30,808Goodwill, net
    
    
    24,079
    
    
    
    25,009
    
    
    
    24,430Other noncurrent assets
    
    
    5,479
    
    
    
    5,628
    
    
    
    5,447Total assets
    
    $
    304,320
    
    
    $
    301,486
    
    
    $
    326,877LIABILITIES AND SHAREHOLDERS EQUITYCurrent Liabilities:Accounts payable
    
    $
    18,463
    
    
    $
    27,967
    
    
    $
    32,818Notes payable
    
    
    1,595
    
    
    
    1,492
    
    
    
    1,773Current portion of long-term debt
    
    
    6,171
    
    
    
    6,171
    
    
    
    6,171Other current liabilities
    
    
    29,362
    
    
    
    33,285
    
    
    
    42,693Total current liabilities
    
    
    55,591
    
    
    
    68,915
    
    
    
    83,455Pension benefits liabilities
    
    
    5,588
    
    
    
    5,384
    
    
    
    5,673Long-term debt
    
    
    20,997
    
    
    
    27,168
    
    
    
    25,625Deferred income taxes
    
    
    11,935
    
    
    
    10,831
    
    
    
    11,786Other noncurrent liabilities
    
    
    5,619
    
    
    
    5,592
    
    
    
    4,437Total liabilities
    
    
    99,730
    
    
    
    117,890
    
    
    
    130,976Shareholders 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,
18,121,203, 18,054,292 and 18,055,292 shares issued
at May 31, 2009 and 2008 and August 31, 2008, respectively)
    
    
    18,121
    
    
    
    18,054
    
    
    
    18,055Capital in excess of stated value
    
    
    28,304
    
    
    
    25,489
    
    
    
    26,352Retained earnings
    
    
    248,594
    
    
    
    229,576
    
    
    
    239,676Less treasury stock (at cost, 5,813,448, 5,963,448 and 5,843,448 shares
at May 31, 2009 and 2008 and August 31, 2008, respectively)
    
    
    (92,796
    )
    
    
    (95,190
    )
    
    
    (93,275
    )Accumulated other comprehensive income, net
    
    
    2,367
    
    
    
    5,667
    
    
    
    5,093Total shareholders equity
    
    
    204,590
    
    
    
    183,596
    
    
    
    195,901Total liabilities and shareholders equity
    
    $
    304,320
    
    
    $
    301,486
    
    
    $
    326,877
  - 4 -




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##### 



Lindsay Corporation and Subsidiaries
 
 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
 Nine Months EndedMay 31,($ in thousands)
    
    2009
    
    
    2008CASH FLOWS FROM OPERATING ACTIVITIES:Net earnings
    
    $
    11,741
    
    
    $
    28,153Adjustments to reconcile net earnings to net cash provided by (used in)
operating activities:Depreciation and amortization
    
    
    7,917
    
    
    
    6,647Provision for uncollectible accounts receivable
    
    
    205
    
    
    
    (22
    )Deferred income taxes
    
    
    (1,897
    )
    
    
    (247
    )Stock-based compensation expense
    
    
    1,504
    
    
    
    2,384Other, net
    
    
    1,072
    
    
    
    40Changes in assets and liabilities:Receivables, net
    
    
    28,703
    
    
    
    (30,958
    )Inventories, net
    
    
    (2,248
    )
    
    
    (14,692
    )Other current assets
    
    
    1,406
    
    
    
    (804
    )Accounts payable
    
    
    (13,443
    )
    
    
    6,373Other current liabilities
    
    
    (9,715
    )
    
    
    6,508Current taxes payable
    
    
    (2,356
    )
    
    
    (3,489
    )Other noncurrent assets and liabilities
    
    
    1,372
    
    
    
    (3,529
    )Net cash provided by (used in) operating activities
    
    
    24,261
    
    
    
    (3,636
    )CASH FLOWS FROM INVESTING ACTIVITIES:Purchases of property, plant and equipment
    
    
    (6,148
    )
    
    
    (11,020
    )Proceeds from sale of property, plant and equipment
    
    
    25
    
    
    
    28Acquisition of business, net of cash acquired
    
    
    
    
    
    
    (21,028
    )Proceeds from settlement of net investment hedge
    
    
    859
    
    
    
    Purchases of marketable securities available-for-sale
    
    
    
    
    
    
    (13,860
    )Proceeds from maturities of marketable securities available-for-sale
    
    
    
    
    
    
    41,490Net cash used in investing activities
    
    
    (5,264
    )
    
    
    (4,390
    )CASH FLOWS FROM FINANCING ACTIVITIES:Proceeds from issuance of common stock under stock compensation plan
    
    
    638
    
    
    
    4,825Proceeds from issuance of long-term debt
    
    
    
    
    
    
    15,000Principal payments on long-term debt
    
    
    (4,628
    )
    
    
    (19,628
    )Net borrowings on revolving line of credit
    
    
    (108
    )
    
    
    Excess tax benefits from stock-based compensation
    
    
    321
    
    
    
    7,525Dividends paid
    
    
    (2,764
    )
    
    
    (2,503
    )Net cash (used in) provided by financing activities
    
    
    (6,541
    )
    
    
    5,219Effect of exchange rate changes on cash
    
    
    (4
    )
    
    
    853Net increase (decrease) in cash and cash equivalents
    
    
    12,452
    
    
    
    (1,954
    )Cash and cash equivalents, beginning of period
    
    
    50,760
    
    
    
    21,022Cash and cash equivalents, end of period
    
    $
    63,212
    
    
    $
    19,068
  - 5 -




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##### 



Lindsay Corporation and Subsidiaries
 
 NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 (1) Condensed Consolidated Financial Statements
     Fair Value Measurements  Fair Value Measurements Fair Value Measurements
 (2) Net Earnings per Share
  Earnings per Share
  - 6 -




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##### 



(3) Comprehensive Income
  Three months ended
    
    
    Nine months endedMay 31,
    
    
    May 31,$ in thousands
    
    2009
    
    
    2008
    
    
    2009
    
    
    2008Comprehensive income:Net earnings
    
    $
    5,269
    
    
    $
    14,107
    
    
    $
    11,741
    
    
    $
    28,153Other comprehensive income(1):Unrealized net gain on available for sale securities, net of tax
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    14Defined Benefit Pension Plan, net of tax
    
    
    27
    
    
    
    25
    
    
    
    81
    
    
    
    76Unrealized gain (loss) on cash flow hedges, net of tax
    
    
    (607
    )
    
    
    81
    
    
    
    (192
    )
    
    
    (1,527
    )Foreign currency translation, net of hedging activities
    
    
    6,545
    
    
    
    687
    
    
    
    (2,616
    )
    
    
    4,556Total comprehensive income
    
    $
    11,234
    
    
    $
    14,900
    
    
    $
    9,014
    
    
    $
    31,272
 
 (1)
    
    Net of tax (benefit) expense of ($191) and $225 for the three and nine months ended May 31,
2009, respectively. Net of tax (benefit) expense of $431 and ($607) for the three and nine
months ended May 31, 2008, respectively. (4) Income Taxes
    Accounting for Uncertainty in Income Taxes
 (5) Inventories
  - 7 -




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##### 



May 31,
    
    
    May 31,
    
    
    August 31,$ in thousands
    
    2009
    
    
    2008
    
    
    2008Inventory:FIFO inventory
    
    $
    23,610
    
    
    $
    32,743
    
    
    $
    24,867LIFO reserves
    
    
    (7,864
    )
    
    
    (6,143
    )
    
    
    (8,203
    )LIFO inventory
    
    
    15,746
    
    
    
    26,600
    
    
    
    16,664Weighted average inventory
    
    
    18,180
    
    
    
    19,749
    
    
    
    20,568Other FIFO inventory
    
    
    21,896
    
    
    
    15,860
    
    
    
    17,586Obsolescence reserve
    
    
    (1,467
    )
    
    
    (1,091
    )
    
    
    (1,409
    )Total inventories
    
    $
    54,355
    
    
    $
    61,118
    
    
    $
    53,409
  May 31,
    
    May 31,
    
    August 31,2009
    
    2008
    
    2008Raw materials
    
    
    10
    %
    
    
    15
    %
    
    
    9
    %Work in process
    
    
    10
    %
    
    
    11
    %
    
    
    8
    %Finished goods and purchased parts
    
    
    80
    %
    
    
    74
    %
    
    
    83
    %
 (6) Property, Plant and Equipment
  May 31,
    
    
    May 31,
    
    
    August 31,$ in thousands
    
    2009
    
    
    2008
    
    
    2008Operating property, plant and equipment:Land
    
    $
    2,266
    
    
    $
    2,301
    
    
    $
    2,269Buildings
    
    
    25,778
    
    
    
    23,613
    
    
    
    23,893Equipment
    
    
    60,090
    
    
    
    57,277
    
    
    
    58,382Other
    
    
    6,895
    
    
    
    7,939
    
    
    
    6,661Total operating property, plant and equipment
    
    
    95,029
    
    
    
    91,130
    
    
    
    91,205Accumulated depreciation
    
    
    (54,691
    )
    
    
    (51,828
    )
    
    
    (51,144
    )Total operating property, plant and equipment, net
    
    $
    40,338
    
    
    $
    39,302
    
    
    $
    40,061Leased property:Machines
    
    
    4,148
    
    
    
    3,632
    
    
    
    3,597Barriers
    
    
    16,227
    
    
    
    15,636
    
    
    
    16,210Total leased property
    
    $
    20,375
    
    
    $
    19,268
    
    
    $
    19,807Accumulated depreciation
    
    
    (3,749
    )
    
    
    (1,913
    )
    
    
    (2,297
    )Total leased property, net
    
    $
    16,626
    
    
    $
    17,355
    
    
    $
    17,510Property, plant and equipment, net
    
    $
    56,964
    
    
    $
    56,657
    
    
    $
    57,571
  - 8 -




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##### 



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




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##### 



May 31,
    
    
    May 31,
    
    
    August 31,$ in thousands
    
    2009
    
    
    2008
    
    
    2008BSI Term Note
    
    $
    18,214
    
    
    $
    22,500
    
    
    $
    21,429Snoline Term Note
    
    
    8,954
    
    
    
    10,839
    
    
    
    10,367Less current portion
    
    
    (6,171
    )
    
    
    (6,171
    )
    
    
    (6,171
    )Total long-term debt
    
    $
    20,997
    
    
    $
    27,168
    
    
    $
    25,625
   Due within:1 year
    
    $
    6,1712 years
    
    
    6,1713 years
    
    
    6,1714 years
    
    
    6,1715 years
    
    
    2,484Thereafter
    
    
    $
    27,168
 (8) Financial Derivatives
 Accounting for Derivative Instruments and Hedging Activity
 Disclosures about Derivative Instruments and Hedging
Activities  an amendment to SFAS No. 133
 - 10 -




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##### 



Fair Values of Derivative InstrumentsAsset (Liability) DerivativesMay 31,
    
    
    May 31,
    
    
    August 31,$ in thousands
    
    Balance Sheet Location
    
    
    2009
    
    
    2008
    
    
    2008Derivatives designated as hedging instruments under SFAS No. 133:Foreign currency forward contracts
    
    Other current assets
    
    $
    
    
    
    $
    24
    
    
    $
    124Interest rate swap
    
    Other current liabilities
    
    
    (650
    )
    
    
    (704
    )
    
    
    (684
    )Interest rate swap
    
    Other noncurrent liabilities
    
    
    (897
    )
    
    
    (653
    )
    
    
    (746
    )Cross currency swap
    
    Other current liabilities
    
    
    (380
    )
    
    
    (535
    )
    
    
    (324
    )Cross currency swap
    
    Other noncurrent liabilities
    
    
    (772
    )
    
    
    (1,354
    )
    
    
    (750
    )Total derivatives designated as hedging
instruments under SFAS No. 1331
    
    
    
    
    
    $
    (2,699
    )
    
    $
    (3,222
    )
    
    $
    (2,380
    )
 
 1
    
    Accumulated other comprehensive income included losses, net of related income
tax effects, of $0.6 million, $2.0 million and $0.9 million at May 31, 2009 and 2008,
and August 31, 2008, respectively, related to deriviative contracts designed as hedging
instruments under SFAS No. 133. Cash Flow Hedging Relationships
 Credit Arrangements)
 Credit Arrangements)
  - 11 -




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##### 



Derivatives in SFAS No. 133 Cash Flow Hedging
Relationships
 Amount of Gain/(Loss) Recognized in OCI on DerivativesThree months ended
    
    
    Nine months endedMay 31,
    
    
    May 31,$ in thousands
    
    
    
    
    
    2009
    
    
    2008
    
    
    2009
    
    
    2008Interest rate swap
    
    
    
    
    
    $
    95
    
    
    $
    295
    
    
    $
    (136
    )
    
    $
    (425
    )Cross currency swap
    
    
    
    
    
    
    (702
    )
    
    
    (214
    )
    
    
    (56
    )
    
    
    (1,102
    )Foreign currency
forward contracts
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Total1
    
    
    
    
    
    $
    (607
    )
    
    $
    81
    
    
    $
    (192
    )
    
    $
    (1,527
    )
 
 (1)
    
    Net of tax (benefit) of ($208) and ($105) for the three and nine months ended May
31, 2009, respectively.Net of tax expense (benefit) of $375 and ($706) for the three and nine months ended May 31, 2008,
respectively. Amount of (Loss) Reclassified from AOCI into IncomeLocation of Loss
    
    
    Three months ended
    
    
    Nine months endedReclassified from
    
    
    May 31,
    
    
    May 31,$ in thousands
    
    AOCI into Income

    
    
    2009
    
    
    2008
    
    
    2009
    
    
    2008Interest rate swap
    
    Interest Expense
    
    $
    (248
    )
    
    $
    (187
    )
    
    $
    (739
    )
    
    $
    (348
    )Cross currency swap
    
    Interest Expense
    
    
    (80
    )
    
    
    (85
    )
    
    
    (239
    )
    
    
    (121
    )Foreign currency
forward contracts
    
    Revenue
    
    
    
    
    
    
    
    
    
    
    (15
    )
    
    
    Foreign currency
forward contracts
    
    Other income (expense)
    
    
    
    
    
    
    
    
    
    
    (49
    )
    
    
    $
    (328
    )
    
    $
    (272
    )
    
    $
    (1,042
    )
    
    $
    (469
    )Gain/(Loss)
Recognized in Income on Derivatives(Ineffectiveness)Gain/(Loss)
    
    
    Three months ended
    
    
    Nine months endedRecognized in Income
    
    
    May 31,
    
    
    May 31,$ in thousands
    
    (Ineffectiveness)
    
    
    2009
    
    
    2008
    
    
    2009
    
    
    2008Interest rate swap
    
    Other income (expense)
    
    $
    21
    
    
    $
    33
    
    
    $
    103
    
    
    $
    (43
    )Cross currency swap
    
    Other income (expense)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Foreign currency
forward contracts
    
    Other income (expense)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    21
    
    
    $
    33
    
    
    $
    103
    
    
    $
    (43
    )
 Net Investment Hedging Relationships
  - 12 -




---



##### 



Derivatives Not Designated as Hedging Instruments
  Derivatives Not Designated as Hedging Instruments
 Amount Gain/(Loss) Recognized in Income on DerivativesLocation of
    
    Three months ended
    
    Nine months endedGain/(Loss)
    
    May 31,
    
    May 31,$ in thousands
    
    Recognized in Income
    
    2009
    
    2008
    
    2009
    
    2008Foreign currency
forward contracts
    
    Other income (expense)
    
    $
    (78
    )
    
    $
    
    
    
    $
    68
    
    
    $
    
 (9) Fair Value Measurements
 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.
 - 13 -




---



##### 



$ in thousands
    
    Level 1
    
    Level 2
    
    Level 3
    
    TotalCash and cash equivalents
    
    $
    63,212
    
    
    $
    
    
    
    $
    
    
    
    $
    63,212Derivative Assets
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Derivative Liabilities
    
    
    
    
    
    
    (2,699
    )
    
    
    
    
    
    
    (2,699
    )
 (10) Commitments and Contingencies
  (11) Retirement Plan
  Three months ended
    
    
    Nine months endedMay 31,
    
    
    May 31,$ in thousands
    
    2009
    
    
    2008
    
    
    2009
    
    
    2008Net periodic benefit cost:Service cost
    
    $
    
    
    
    $
    10
    
    
    $
    
    
    
    $
    31Interest cost
    
    
    87
    
    
    
    84
    
    
    
    260
    
    
    
    251Net amortization and deferral
    
    
    44
    
    
    
    41
    
    
    
    131
    
    
    
    122Total net periodic benefit cost
    
    $
    131
    
    
    $
    135
    
    
    $
    391
    
    
    $
    404
 - 14 -




---



##### 



(12) Warranties
   Three months endedMay 31,$ in thousands
    
    2009
    
    
    2008Warranties:Product warranty accrual balance, beginning of period
    
    $
    1,598
    
    
    $
    1,927Liabilities accrued for warranties during the period
    
    
    778
    
    
    
    1,214Warranty claims paid during the period
    
    
    (689
    )
    
    
    (834
    )Product warranty accrual balance, end of period
    
    $
    1,687
    
    
    $
    2,307
 Nine months endedMay 31,$ in thousands
    
    2009
    
    
    2008Warranties:Product warranty accrual balance, beginning of period
    
    $
    2,011
    
    
    $
    1,644Liabilities accrued for warranties during the period
    
    
    2,164
    
    
    
    2,310Warranty claims paid during the period
    
    
    (2,488
    )
    
    
    (1,647
    )Product warranty accrual balance, end of period
    
    $
    1,687
    
    
    $
    2,307
 (13) Industry Segment Information
  Disclosures About Segments of an Enterprise and
Related Information,
    - 15 -




---



##### 



Three months ended
    
    
    Nine months endedMay 31,
    
    
    May 31,$ in thousands
    
    2009
    
    
    2008
    
    
    2009
    
    
    2008Operating revenues:Irrigation
    
    $
    66,362
    
    
    $
    120,554
    
    
    $
    200,750
    
    
    $
    259,686Infrastructure
    
    
    18,216
    
    
    
    23,008
    
    
    
    62,095
    
    
    
    68,222Total operating revenues
    
    $
    84,578
    
    
    $
    143,562
    
    
    $
    262,845
    
    
    $
    327,908Operating income:Irrigation
    
    $
    12,732
    
    
    $
    26,409
    
    
    $
    35,103
    
    
    $
    52,098Infrastructure
    
    
    1,805
    
    
    
    2,153
    
    
    
    5,618
    
    
    
    11,484Segment operating income
    
    
    14,537
    
    
    
    28,562
    
    
    
    40,721
    
    
    
    63,582Unallocated general and administrative expenses
    
    
    (7,000
    )
    
    
    (8,112
    )
    
    
    (21,837
    )
    
    
    (20,763
    )Interest and other income, net
    
    
    371
    
    
    
    (142
    )
    
    
    (1,661
    )
    
    
    (488
    )Earnings before income taxes
    
    $
    7,908
    
    
    $
    20,308
    
    
    $
    17,223
    
    
    $
    42,331Total Capital Expenditures:Irrigation
    
    $
    702
    
    
    $
    1,079
    
    
    $
    4,673
    
    
    $
    2,929Infrastructure
    
    
    270
    
    
    
    2,672
    
    
    
    1,475
    
    
    
    8,091$
    972
    
    
    $
    3,751
    
    
    $
    6,148
    
    
    $
    11,020Total Depreciation and Amortization:Irrigation
    
    $
    1,079
    
    
    $
    1,064
    
    
    $
    3,330
    
    
    $
    2,869Infrastructure
    
    
    1,527
    
    
    
    1,284
    
    
    
    4,587
    
    
    
    3,778$
    2,606
    
    
    $
    2,348
    
    
    $
    7,917
    
    
    $
    6,647
 May 31,
    
    
    May 31,
    
    
    August 31,2009
    
    
    2008
    
    
    2008Total Assets:Irrigation
    
    $
    189,234
    
    
    $
    198,124
    
    
    $
    201,522Infrastructure
    
    
    115,086
    
    
    
    103,362
    
    
    
    125,355$
    304,320
    
    
    $
    301,486
    
    
    $
    326,877
 (14) Share Based Compensation
 Share-Based Payment
 - 16 -




---



##### 



ITEM 2  Managements Discussion and Analysis of Financial Condition and Results of Operations
 Concerning Forward-Looking Statements
   Accounting Policies
 Fair Value Measurements,
  Overview
   - 17 -




---



##### 



- 18 -




---



##### 



Results of Operations
 For the Three Months ended May 31, 2009 compared to the Three Months ended May 31, 2008
  Three months ended
    
    PercentMay 31,
    
    Increase$ in thousands
    
    2009
    
    2008
    
    (Decrease)ConsolidatedOperating revenues
    
    $
    84,578
    
    
    $
    143,562
    
    
    
    (41.1
    )%Cost of operating revenues
    
    $
    63,509
    
    
    $
    106,460
    
    
    
    (40.3
    )%Gross profit
    
    $
    21,069
    
    
    $
    37,102
    
    
    
    (43.2
    )%Gross margin
    
    
    24.9
    %
    
    
    25.8
    %Operating expenses (1)
    
    $
    13,532
    
    
    $
    16,652
    
    
    
    (18.7
    )%Operating income
    
    $
    7,537
    
    
    $
    20,450
    
    
    
    (63.1
    )%Operating margin
    
    
    8.9
    %
    
    
    14.2
    %Interest expense
    
    $
    (465
    )
    
    $
    (787
    )
    
    
    (40.9
    )%Interest income
    
    $
    200
    
    
    $
    346
    
    
    
    (42.2
    )%Other income (expense), net
    
    $
    636
    
    
    $
    299
    
    
    
    112.7
    %Income tax provision
    
    $
    2,639
    
    
    $
    6,201
    
    
    
    (57.4
    )%Effective income tax rate (3)
    
    
    34.7
    %
    
    
    34.6
    %Net earnings
    
    $
    5,269
    
    
    $
    14,107
    
    
    
    (62.6
    )%Irrigation Equipment SegmentSegment operating revenues
    
    $
    66,362
    
    
    $
    120,554
    
    
    
    (45.0
    )%Segment operating income (2)
    
    $
    12,732
    
    
    $
    26,409
    
    
    
    (51.8
    )%Segment operating margin (2)
    
    
    19.2
    %
    
    
    21.9
    %Infrastructure Products SegmentSegment operating revenues
    
    $
    18,216
    
    
    $
    23,008
    
    
    
    (20.8
    )%Segment operating income (2)
    
    $
    1,805
    
    
    $
    2,153
    
    
    
    (16.2
    )%Segment operating margin (2)
    
    
    9.9
    %
    
    
    9.4
    %
 
 (1)
    
    Includes $7.0 million and $8.1 million of unallocated general and administrative expenses for
the three months ended May 31, 2009 and 2008, respectively.(2)
    
    Excludes unallocated general & administrative expenses.(3)
    
    Effective tax rate before discrete items.  Discrete items include a tax benefit of $1.1
million for the three months ended May 31, 2008. Revenues
   - 19 -




---



##### 



Gross Margin
  Operating Expenses
  Interest, Other Income (Expense), net and Taxes
     Net Earnings
  - 20 -




---



##### 



For the Nine Months Ended May 31, 2009 compared to the Nine Months Ended May 31, 2008
 Nine months ended
    
    PercentMay 31,
    
    Increase$ in thousands
    
    2009
    
    2008
    
    (Decrease)ConsolidatedOperating revenues
    
    $
    262,845
    
    
    $
    327,908
    
    
    
    (19.8
    )%Cost of operating revenues
    
    $
    199,851
    
    
    $
    241,472
    
    
    
    (17.2
    )%Gross profit
    
    $
    62,994
    
    
    $
    86,436
    
    
    
    (27.1
    )%Gross margin
    
    
    24.0
    %
    
    
    26.4
    %Operating expenses (1)
    
    $
    44,110
    
    
    $
    43,617
    
    
    
    1.1
    %Operating income
    
    $
    18,884
    
    
    $
    42,819
    
    
    
    (55.9
    )%Operating margin
    
    
    7.2
    %
    
    
    13.1
    %Interest expense
    
    $
    (1,570
    )
    
    $
    (2,207
    )
    
    
    (28.9
    )%Interest income
    
    $
    741
    
    
    $
    1,199
    
    
    
    (38.2
    )%Other income (expense), net
    
    $
    (832
    )
    
    $
    520
    
    
    
    (260.0
    )%Income tax provision
    
    $
    5,482
    
    
    $
    14,178
    
    
    
    (61.3
    )%Effective income tax rate (3)
    
    
    34.7
    %
    
    
    34.6
    %Net earnings
    
    $
    11,741
    
    
    $
    28,153
    
    
    
    (58.3
    )%Irrigation Equipment SegmentSegment operating revenues
    
    $
    200,750
    
    
    $
    259,686
    
    
    
    (22.7
    )%Segment operating income (2)
    
    $
    35,103
    
    
    $
    52,098
    
    
    
    (32.6
    )%Segment operating margin (2)
    
    
    17.5
    %
    
    
    20.1
    %Infrastructure Products SegmentSegment operating revenues
    
    $
    62,095
    
    
    $
    68,222
    
    
    
    (9.0
    )%Segment operating income (2)
    
    $
    5,618
    
    
    $
    11,484
    
    
    
    (51.1
    )%Segment operating margin (2)
    
    
    9.0
    %
    
    
    16.8
    %
 
 (1)
    
    Includes $21.8 million and $20.8 million of unallocated general and administrative expenses
for the nine months ended  May 31, 2009 and 2008, respectively.(2)
    
    Excludes unallocated general & administrative expenses.(3)
    
    Effective tax rate before discrete items. Discrete items include a tax benefit of
$0.5 million for each of the nine month periods ended May 31, 2009 and 2008. Revenues
    - 21 -




---



##### 



Gross Margin
  Operating Expenses
  Interest, Other Income (Expense), net, and Taxes
    Accounting for Uncertainty in Income Taxes
 Net Earnings
  Liquidity and Capital Resources
  - 22 -




---



##### 



- 23 -




---



##### 



Contractual Obligations and Commercial Commitments
  Market Conditions and Fiscal 2009 Outlook
    Recently Issued Accounting Pronouncements
 Business Combinations
 Determination of the Useful
Life of Intangible Assets
 - 24 -




---



##### 



Goodwill and Other Intangible Assets,
 Determining the Fair
Value When the Volume and Level of Activity for the Asset or Liability Have Significantly Decreased
and Identifying Transactions That Are Not Orderly
 Interim Disclosures about Fair Value of Financial Instruments Disclosures about Fair Value of
Financial Instruments
 Accounting for Assets Acquired and
Liabilities Assumed in a Business Combination That Arise from Contingencies Business Combinations Accounting for Contingencies
 Subsequent Events
 The FASB Accounting Standards Codification and
Hierarchy of GAAP The Hierarchy of Generally
Accepted Accounting Principles FASB Accounting Standards
Codification TM
 
 ITEM 3  Quantitative and Qualitative Disclosures About Market Risk
   - 25 -




---



##### 



ITEM 4  Controls and Procedures
   
 Part II  OTHER INFORMATION
 
 ITEM 1  Legal Proceedings
  Environmental Matters
  - 26 -




---



##### 



ITEM 1A  Risk Factors
  
 ITEM 2  Unregistered Sales of Equity Securities and Use of Proceeds
  - 27 -




---



##### 



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
    
    
    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 November 6, 2007.4.1
    
    
    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, 2006.31.1
    *
    
    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 -




---



##### 



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