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 November 30, 2008
 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
    
    (I.R.S. Employerincorporation or organization)
    
    Identification No.)2707 North 108th Street, Suite 102, Omaha, Nebraska
    
    68164(Address of principal executive offices)
    
    (Zip Code)
 402-829-6800  (Registrants telephone number, including area code)
 þ o
  Large accelerated filer þ
    
    Accelerated filer o
    
    Non-accelerated filer o
    
    Smaller reporting company o(Do not check if a 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 ended
November 30, 2008 and 2007
    
    
    3Condensed Consolidated Balance Sheets, November 30, 2008 and 2007
and August 31, 2008
    
    
    4Condensed Consolidated Statements of Cash Flows for the three months ended
November 30, 2008 and 2007
    
    
    5Notes to Condensed Consolidated Financial Statements
    
    
    6-14ITEM 2 Managements Discussion and Analysis of Results
of Operations and Financial Condition
    
    
    15-20ITEM 3 Quantitative and Qualitative Disclosures about Market Risk
    
    
    21ITEM 4 Controls and Procedures
    
    
    21Part II  OTHER INFORMATIONITEM 1 Legal Proceedings
    
    
    22ITEM 1A Risk Factors
    
    
    22ITEM 2 Unregistered Sales of Equity Securities and Use of Proceeds
    
    
    22ITEM 6 Exhibits
    
    
    23SIGNATURE
    
    
    24
 - 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 endedNovember 30,(in thousands, except per share amounts)
    
    2008
    
    
    2007Operating revenues
    
    $
    113,121
    
    
    $
    75,928Cost of operating revenues
    
    
    84,472
    
    
    
    56,632Gross profit
    
    
    28,649
    
    
    
    19,296Operating expenses:Selling expense
    
    
    6,763
    
    
    
    5,130General and administrative expense
    
    
    8,349
    
    
    
    6,144Engineering and research expense
    
    
    1,741
    
    
    
    1,506Total operating expenses
    
    
    16,853
    
    
    
    12,780Operating income
    
    
    11,796
    
    
    
    6,516Other income (expense):Interest expense
    
    
    (625
    )
    
    
    (599
    )Interest income
    
    
    316
    
    
    
    476Other income (expense), net
    
    
    (1,706
    )
    
    
    114Earnings before income taxes
    
    
    9,781
    
    
    
    6,507Income tax provision
    
    
    3,459
    
    
    
    2,141Net earnings
    
    $
    6,322
    
    
    $
    4,366Basic net earnings per share
    
    $
    0.52
    
    
    $
    0.37Diluted net earnings per share
    
    $
    0.51
    
    
    $
    0.36Weighted average shares outstanding
    
    
    12,250
    
    
    
    11,766Diluted effect of stock equivalents
    
    
    235
    
    
    
    462Weighted average shares outstanding assuming dilution
    
    
    12,485
    
    
    
    12,228Cash dividends per share
    
    $
    0.075
    
    
    $
    0.070
  - 3 -




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Lindsay Corporation and Subsidiaries
 
 CONDENSED CONSOLIDATED BALANCE SHEETS
 (Unaudited)
    
    
    (Unaudited)November 30,
    
    
    November 30,
    
    
    August 31,($ in thousands, except par values)
    
    2008
    
    
    2007
    
    
    2008ASSETSCurrent Assets:Cash and cash equivalents
    
    $
    28,298
    
    
    $
    17,324
    
    
    $
    50,760Marketable securities
    
    
    
    
    
    
    8,207
    
    
    
    Receivables, net of allowance, $1,241, $1,029 and $1,457, respectively
    
    
    84,089
    
    
    
    60,437
    
    
    
    88,410Inventories, net
    
    
    72,488
    
    
    
    54,964
    
    
    
    53,409Deferred income taxes
    
    
    7,754
    
    
    
    5,645
    
    
    
    8,095Other current assets
    
    
    6,627
    
    
    
    8,453
    
    
    
    7,947Total current assets
    
    
    199,256
    
    
    
    155,030
    
    
    
    208,621Property, plant and equipment, net
    
    
    55,669
    
    
    
    47,286
    
    
    
    57,571Other intangible assets, net
    
    
    29,195
    
    
    
    27,713
    
    
    
    30,808Goodwill, net
    
    
    23,333
    
    
    
    18,829
    
    
    
    24,430Other noncurrent assets
    
    
    4,973
    
    
    
    6,112
    
    
    
    5,447Total assets
    
    $
    312,426
    
    
    $
    254,970
    
    
    $
    326,877LIABILITIES AND SHAREHOLDERS EQUITYCurrent Liabilities:Accounts payable
    
    $
    33,300
    
    
    $
    24,664
    
    
    $
    32,818Current portion of long-term debt
    
    
    6,171
    
    
    
    6,171
    
    
    
    6,171Other current liabilities
    
    
    33,058
    
    
    
    25,427
    
    
    
    43,458Total current liabilities
    
    
    72,529
    
    
    
    56,262
    
    
    
    82,447Pension benefits liabilities
    
    
    5,606
    
    
    
    5,426
    
    
    
    5,673Long-term debt
    
    
    24,082
    
    
    
    30,253
    
    
    
    25,625Deferred income taxes
    
    
    12,197
    
    
    
    10,036
    
    
    
    11,786Other noncurrent liabilities
    
    
    4,281
    
    
    
    5,503
    
    
    
    5,445Total liabilities
    
    
    118,695
    
    
    
    107,480
    
    
    
    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,
18,093,191, 17,795,683 and 18,055,292 shares issued
at November 2008 and 2007 and August 2008, respectively)
    
    
    18,093
    
    
    
    17,796
    
    
    
    18,055Capital in excess of stated value
    
    
    26,818
    
    
    
    12,924
    
    
    
    26,352Retained earnings
    
    
    245,019
    
    
    
    207,422
    
    
    
    239,676Less treasury stock (at cost, 5,813,448, 5,998,448 and 5,843,448 shares
at November 2008 and 2007 and August 2008, respectively)
    
    
    (92,796
    )
    
    
    (95,749
    )
    
    
    (93,275
    )Accumulated other comprehensive income (loss), net
    
    
    (3,403
    )
    
    
    5,097
    
    
    
    5,093Total shareholders equity
    
    
    193,731
    
    
    
    147,490
    
    
    
    195,901Total liabilities and shareholders equity
    
    $
    312,426
    
    
    $
    254,970
    
    
    $
    326,877
  - 4 -




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Lindsay Corporation and Subsidiaries
 
 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
 Three Months Ended($ in thousands)
    
    November 30,2008
    
    
    2007CASH FLOWS FROM OPERATING ACTIVITIES:Net earnings
    
    $
    6,322
    
    
    $
    4,366Adjustments to reconcile net earnings to net cash
used in operating activities:Depreciation and amortization
    
    
    2,686
    
    
    
    2,131Provision for uncollectible accounts receivable
    
    
    27
    
    
    
    (68
    )Deferred income taxes
    
    
    338
    
    
    
    281Stock-based compensation expense
    
    
    457
    
    
    
    572Other, net
    
    
    67
    
    
    
    (36
    )Changes in assets and liabilities:Receivables, net
    
    
    1,507
    
    
    
    (12,114
    )Inventories, net
    
    
    (22,684
    )
    
    
    (11,612
    )Other current assets
    
    
    (44
    )
    
    
    (983
    )Accounts payable
    
    
    2,128
    
    
    
    4,424Other current liabilities
    
    
    (6,489
    )
    
    
    161Current taxes payable
    
    
    (867
    )
    
    
    604Other noncurrent assets and liabilities
    
    
    225
    
    
    
    (2,873
    )Net cash used in operating activities
    
    
    (16,327
    )
    
    
    (15,147
    )CASH FLOWS FROM INVESTING ACTIVITIES:Purchases of property, plant and equipment
    
    
    (2,275
    )
    
    
    (4,502
    )Proceeds from sale of property, plant and equipment
    
    
    6
    
    
    
    5Acquisition of business, net of cash acquired
    
    
    
    
    
    
    (3,520
    )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
    
    
    
    
    
    
    33,265Net cash (used in) provided by investing activities
    
    
    (1,410
    )
    
    
    11,388CASH FLOWS FROM FINANCING ACTIVITIES:Proceeds from issuance of common stock under stock
compensation plan
    
    
    116
    
    
    
    307Principal payments on long-term debt
    
    
    (1,543
    )
    
    
    (1,543
    )Net payments on revolving line of credit
    
    
    (1,630
    )
    
    
    Excess tax benefits from stock-based compensation
    
    
    328
    
    
    
    373Dividends paid
    
    
    (920
    )
    
    
    (826
    )Net cash used in financing activities
    
    
    (3,649
    )
    
    
    (1,689
    )Effect of exchange rate changes on cash
    
    
    (1,076
    )
    
    
    1,750Net decrease in cash and cash equivalents
    
    
    (22,462
    )
    
    
    (3,698
    )Cash and cash equivalents, beginning of period
    
    
    50,760
    
    
    
    21,022Cash and cash equivalents, end of period
    
    $
    28,298
    
    
    $
    17,324
  - 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 endedNovember 30,$ in thousands
    
    2008
    
    
    2007Comprehensive income:Net earnings
    
    $
    6,322
    
    
    $
    4,366Other comprehensive income:Unrealized net gain on available for sale securities, net of tax
    
    
    
    
    
    
    9Defined Benefit Pension Plan, net of tax
    
    
    27
    
    
    
    Unrealized gain (loss) on cash flow hedges, net of tax
    
    
    530
    
    
    
    (918
    )Foreign currency translation, net of hedging activities
    
    
    (9,053
    )
    
    
    3,457Total comprehensive income (loss) (1)
    
    $
    (                            2,174
    )
    
    $
    6,914
 
 (1)
    
    Net of tax expense (benefit) of $437 and ($600) for the three months ended November 30, 2008 and
2007, respectively. (4) Income Taxes
   Accounting for
Uncertainty in Income Taxes
  (5) Inventories
  - 7 -




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November 30,
    
    
    November 30,
    
    
    August 31,$ in thousands
    
    2008
    
    
    2007
    
    
    2008Inventory:FIFO inventory
    
    $
    42,164
    
    
    $
    27,374
    
    
    $
    24,867LIFO reserves
    
    
    (9,581
    )
    
    
    (6,139
    )
    
    
    (8,203
    )LIFO inventory
    
    
    32,583
    
    
    
    21,235
    
    
    
    16,664Weighted average inventory
    
    
    19,845
    
    
    
    18,777
    
    
    
    20,568Other FIFO inventory
    
    
    21,304
    
    
    
    15,801
    
    
    
    17,586Obsolescence reserve
    
    
    (1,244
    )
    
    
    (849
    )
    
    
    (1,409
    )Total inventories
    
    $
    72,488
    
    
    $
    54,964
    
    
    $
    53,409
  November 30,
    
    November 30,
    
    August 31,2008
    
    2007
    
    2008Raw materials
    
    
    13
    %
    
    
    14
    %
    
    
    9
    %Work in process
    
    
    8
    %
    
    
    11
    %
    
    
    8
    %Finished goods and purchased parts
    
    
    79
    %
    
    
    75
    %
    
    
    83
    %
 (6) Property, Plant and Equipment
  November 30,
    
    
    November 30,
    
    
    August 31,$ in thousands
    
    2008
    
    
    2007
    
    
    2008Operating property, plant and equipment:Land
    
    $
    2,195
    
    
    $
    1,539
    
    
    $
    2,269Buildings
    
    
    23,140
    
    
    
    20,250
    
    
    
    23,893Equipment
    
    
    57,726
    
    
    
    53,454
    
    
    
    58,382Other
    
    
    7,202
    
    
    
    7,720
    
    
    
    6,661Total operating property, plant and equipment
    
    
    90,263
    
    
    
    82,963
    
    
    
    91,205Accumulated depreciation
    
    
    (51,079
    )
    
    
    (49,319
    )
    
    
    (51,144
    )Total operating property, plant and equipment, net
    
    $
    39,184
    
    
    $
    33,644
    
    
    $
    40,061Leased property:Machines
    
    
    3,522
    
    
    
    2,808
    
    
    
    3,597Barriers
    
    
    15,694
    
    
    
    12,063
    
    
    
    16,210Total leased property
    
    $
    19,216
    
    
    $
    14,871
    
    
    $
    19,807Accumulated depreciation
    
    
    (2,731
    )
    
    
    (1,229
    )
    
    
    (2,297
    )Total leased property, net
    
    $
    16,485
    
    
    $
    13,642
    
    
    $
    17,510Property, plant and equipment, net
    
    $
    55,669
    
    
    $
    47,286
    
    
    $
    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
     November 30,
    
    
    November 30,
    
    
    August 31,$ in thousands
    
    2008
    
    
    2007
    
    
    2008BSI Term Note
    
    $
    20,357
    
    
    $
    24,643
    
    
    $
    21,429Snoline Term Note
    
    
    9,896
    
    
    
    11,781
    
    
    
    10,367Revolving Credit Agreement
    
    
    
    
    
    
    
    
    
    
    Less current portion
    
    
    (6,171
    )
    
    
    (6,171
    )
    
    
    (6,171
    )Total long-term debt
    
    $
    24,082
    
    
    $
    30,253
    
    
    $
    25,625
  - 9 -




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Due within:1 year
    
    $
    6,1712 years
    
    
    6,1713 years
    
    
    6,1714 years
    
    
    6,1715 years
    
    
    5,098Thereafter
    
    
    471$
    30,253
 (8) Financial Derivatives
 Accounting for Derivatives Instruments and Hedging Activity
    - 10 -




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(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.
  $ in thousands
    
    Level 1
    
    Level 2
    
    Level 3
    
    TotalDerivative Assets
    
    $
    97
    
    
    $
    13
    
    
    $
    
    
    
    $
    110Derivative Liabilities
    
    
    (60
    )
    
    
    (1,828
    )
    
    
    
    
    
    
    (1,888
    )
 (10) Commitments and Contingencies
  - 11 -




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(11) Retirement Plan
  Three months endedNovember 30,$ in thousands
    
    2008
    
    
    2007Net periodic benefit cost:Service cost
    
    $
    
    
    
    $
    10Interest cost
    
    
    87
    
    
    
    84Net amortization and deferral
    
    
    44
    
    
    
    40Total net periodic benefit cost
    
    $
    131
    
    
    $
    134
 (12) Warranties
   Three months endedNovember 30,$ in thousands
    
    2008
    
    
    2007Warranties:Product warranty accrual balance, beginning of period
    
    $
    2,011
    
    
    $
    1,644Liabilities accrued for warranties during the period
    
    
    1,076
    
    
    
    216Warranty claims paid during the period
    
    
    (1,286
    )
    
    
    (386
    )Product warranty accrual balance, end of period
    
    $
    1,801
    
    
    $
    1,474
 (13) Industry Segment Information
  Disclosures About Segments of an Enterprise and
Related Information,
  - 12 -




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##### 



Three months endedNovember 30,$ in thousands
    
    2008
    
    
    2007Operating revenues:Irrigation
    
    $
    85,964
    
    
    $
    56,502Infrastructure
    
    
    27,157
    
    
    
    19,426Total operating revenues
    
    $
    113,121
    
    
    $
    75,928Operating income:Irrigation
    
    $
    16,195
    
    
    $
    9,091Infrastructure
    
    
    3,950
    
    
    
    3,569Segment operating income
    
    
    20,145
    
    
    
    12,660Unallocated general and administrative expenses
    
    
    (8,349
    )
    
    
    (6,144
    )Interest and other income, net
    
    
    (2,015
    )
    
    
    (9
    )Earnings before income taxes
    
    $
    9,781
    
    
    $
    6,507Total Capital Expenditures:Irrigation
    
    $
    1,826
    
    
    $
    810Infrastructure
    
    
    449
    
    
    
    3,692$
    2,275
    
    
    $
    4,502Total Depreciation and Amortization:Irrigation
    
    $
    1,144
    
    
    $
    929Infrastructure
    
    
    1,542
    
    
    
    1,202$
    2,686
    
    
    $
    2,131
 November 30,
    
    
    November 30,
    
    
    August 31,2008
    
    
    2007
    
    
    2008Total Assets:Irrigation
    
    $
    196,553
    
    
    $
    151,076
    
    
    $
    201,522Infrastructure
    
    
    115,873
    
    
    
    103,894
    
    
    
    125,355$
    312,426
    
    
    $
    254,970
    
    
    $
    326,877
 (14) Share Based Compensation
 Share-Based Payment
 - 13 -




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- 14 -




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ITEM 2  Managements Discussion and Analysis of Results of Operations and Financial Condition
 Concerning Forward-Looking Statements
   Accounting Policies
 Fair Value Measurements,
  Overview
   - 15 -




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- 16 -




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##### 



Results of Operations
 For the Three Months ended November 30, 2008 compared to the Three Months ended November 30, 2007
  Three months ended
    
    PercentNovember 30,
    
    Increase$ in thousands
    
    2008
    
    2007
    
    (Decrease)ConsolidatedOperating revenues
    
    $
    113,121
    
    
    $
    75,928
    
    
    
    49.0
    %Cost of operating revenues
    
    $
    84,472
    
    
    $
    56,632
    
    
    
    49.2
    %Gross profit
    
    $
    28,649
    
    
    $
    19,296
    
    
    
    48.5
    %Gross margin
    
    
    25.3
    %
    
    
    25.4
    %Operating expenses (1)
    
    $
    16,853
    
    
    $
    12,780
    
    
    
    31.9
    %Operating income
    
    $
    11,796
    
    
    $
    6,516
    
    
    
    81.0
    %Operating margin
    
    
    10.4
    %
    
    
    8.6
    %Interest expense
    
    $
    (625
    )
    
    $
    (599
    )
    
    
    4.3
    %Interest income
    
    $
    316
    
    
    $
    476
    
    
    
    (33.6
    )%Other income (expense), net
    
    $
    (1,706
    )
    
    $
    114
    
    
    
    (1,596.5
    )%Income tax provision
    
    $
    3,459
    
    
    $
    2,141
    
    
    
    61.6
    %Effective income tax rate
    
    
    35.4
    %
    
    
    32.9
    %Net earnings
    
    $
    6,322
    
    
    $
    4,366
    
    
    
    44.8
    %Irrigation Equipment SegmentSegment operating revenues
    
    $
    85,964
    
    
    $
    56,502
    
    
    
    52.1
    %Segment operating income (2)
    
    $
    16,195
    
    
    $
    9,091
    
    
    
    78.1
    %Segment operating margin (2)
    
    
    18.8
    %
    
    
    16.1
    %Infrastructure Products SegmentSegment operating revenues
    
    $
    27,157
    
    
    $
    19,426
    
    
    
    39.8
    %Segment operating income (2)
    
    $
    3,950
    
    
    $
    3,569
    
    
    
    10.7
    %Segment operating margin (2)
    
    
    14.5
    %
    
    
    18.4
    %
 
 (1)
    
    Includes $8,349 and $6,144 of unallocated general and administrative expenses for the three months ended November 30,
2008 and 2007, respectively.(2)
    
    Excludes unallocated general
& administrative expenses. Revenues
    - 17 -




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##### 



Gross Margin
  Operating Expenses
  Interest, Other Income (Expense), net, and Taxes
     Net Earnings
  Liquidity and Capital Resources
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Contractual Obligations and Commercial Commitments
  Market Conditions and Fiscal 2009 Outlook
     Recently Issued Accounting Pronouncements
 Business Combinations
 Disclosures about Derivative Instruments and
Hedging Activities  an amendment to SFAS No. 133
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Determination of the Useful
Life of Intangible Assets Goodwill and Other Intangible Assets,
 
 ITEM 3  Quantitative and Qualitative Disclosures About Market Risk
       
 ITEM 4  Controls and Procedures
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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
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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, 2006.10.1*
    
    
    Lindsay Corporation Management Incentive Plan (MIP), 2009 Plan Year. **10.2*
    
    
    Form of Indemnification Agreement between the Company and its Officers and Directors.31.1*
    
    
    Certification of Principal Executive Officer pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002 18 U.S.C. Section 1350.31.2*
    
    
    Certification of Principal Financial Officer pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002 18 U.S.C. Section 1350.32.1*
    
    
    Certification of Principal Executive Officer and Principal Financial Officer
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 18 U.S.C. Section 1350.
 
 *-
    
    filed herein**-
    
    certain confidential portions of this Exhibit were omitted by means of redacting a
portion of the text. This Exhibit has been filed separately with the Secretary of the
Commission with the redacted text pursuant to the Companys application requesting
confidential treatment under Rule 24b-2 of the Securities Exchange Act of 1934. - 23 -




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SIGNATURE
  LINDSAY CORPORATIONBy:
Name:
    
    /s/ TIM J. PAYMAL

Tim J. PaymalTitle:
    
    Vice President and Chief Accounting Officer(Principal Financial Officer)
 - 24 -