UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 FORM 10-Q
  þ
    
    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
 For the quarterly period ended February 28, 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
    
    (I.R.S. Employerincorporation or organization)
    
    Identification No.)
 2222 N 111th Street, Omaha, Nebraska
    
    68164(Address of principal executive offices)
    
    (Zip Code)
 402-829-6800
 þ o
  Large accelerated filer þAccelerated filer oNon-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 six months
ended February 28, 2009 and February 29, 2008
    
    
    3Condensed Consolidated Balance Sheets, February 28, 2009 and
February 29, 2008 and August 31, 2008
    
    
    4Condensed Consolidated Statements of Cash Flows for the three and six months
ended February 28, 2009 and February 29, 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
    
    
    26ITEM 1A Risk Factors
    
    
    26ITEM 2 Unregistered Sales of Equity Securities and Use of Proceeds
    
    
    26-27ITEM 4  Submission of Matters to a Vote of Security Holders
    
    
    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
    
    
    Six Months EndedFebruary 28,
    
    
    February 29,
    
    
    February 28,
    
    
    February 29,(in thousands, except per share amounts)
    
    2009
    
    
    2008
    
    
    2009
    
    
    2008Operating revenues
    
    $
    65,146
    
    
    $
    108,418
    
    
    $
    178,267
    
    
    $
    184,346Cost of operating revenues
    
    
    51,870
    
    
    
    78,380
    
    
    
    136,342
    
    
    
    135,012Gross profit
    
    
    13,276
    
    
    
    30,038
    
    
    
    41,925
    
    
    
    49,334Operating expenses:Selling expense
    
    
    5,618
    
    
    
    6,222
    
    
    
    12,381
    
    
    
    11,352General and administrative expense
    
    
    6,488
    
    
    
    6,507
    
    
    
    14,837
    
    
    
    12,651Engineering and research expense
    
    
    1,619
    
    
    
    1,456
    
    
    
    3,360
    
    
    
    2,962Total operating expenses
    
    
    13,725
    
    
    
    14,185
    
    
    
    30,578
    
    
    
    26,965Operating (loss) income
    
    
    (449
    )
    
    
    15,853
    
    
    
    11,347
    
    
    
    22,369Other income (expense):Interest expense
    
    
    (480
    )
    
    
    (821
    )
    
    
    (1,105
    )
    
    
    (1,420
    )Interest income
    
    
    225
    
    
    
    377
    
    
    
    541
    
    
    
    853Other income (expense), net
    
    
    238
    
    
    
    107
    
    
    
    (1,468
    )
    
    
    221(Loss) earnings before income taxes
    
    
    (466
    )
    
    
    15,516
    
    
    
    9,315
    
    
    
    22,023Income tax (benefit) provision
    
    
    (616
    )
    
    
    5,836
    
    
    
    2,843
    
    
    
    7,977Net earnings
    
    $
    150
    
    
    $
    9,680
    
    
    $
    6,472
    
    
    $
    14,046Basic net earnings per share
    
    $
    0.01
    
    
    $
    0.82
    
    
    $
    0.53
    
    
    $
    1.19Diluted net earnings per share
    
    $
    0.01
    
    
    $
    0.79
    
    
    $
    0.52
    
    
    $
    1.15Weighted average shares outstanding
    
    
    12,285
    
    
    
    11,847
    
    
    
    12,268
    
    
    
    11,806Diluted effect of stock equivalents
    
    
    135
    
    
    
    410
    
    
    
    185
    
    
    
    436Weighted average shares outstanding assuming dilution
    
    
    12,420
    
    
    
    12,257
    
    
    
    12,453
    
    
    
    12,242Cash dividends per share
    
    $
    0.075
    
    
    $
    0.070
    
    
    $
    0.150
    
    
    $
    0.140
  -3-
       Lindsay Corporation and Subsidiaries
CONDENSED CONSOLIDATED BALANCE SHEETS
 (Unaudited)
    
    
    (Unaudited)February, 28
    
    
    February 29,
    
    
    August 31,($ in thousands, except par values)
    
    2009
    
    
    2008
    
    
    2008ASSETSCurrent Assets:Cash and cash equivalents
    
    $
    41,139
    
    
    $
    24,328
    
    
    $
    50,760Marketable securities
    
    
    
    
    
    
    496
    
    
    
    Receivables, net of allowance, $1,248, $1,198 and $1,457, respectively
    
    
    58,741
    
    
    
    73,597
    
    
    
    88,410Inventories, net
    
    
    66,658
    
    
    
    60,540
    
    
    
    53,409Deferred income taxes
    
    
    7,876
    
    
    
    6,644
    
    
    
    8,095Other current assets
    
    
    8,875
    
    
    
    9,590
    
    
    
    7,947Total current assets
    
    
    183,289
    
    
    
    175,195
    
    
    
    208,621Property, plant and equipment, net
    
    
    56,779
    
    
    
    54,679
    
    
    
    57,571Other intangible assets, net
    
    
    28,511
    
    
    
    32,608
    
    
    
    30,808Goodwill, net
    
    
    23,328
    
    
    
    24,406
    
    
    
    24,430Other noncurrent assets
    
    
    4,975
    
    
    
    5,590
    
    
    
    5,447Total assets
    
    $
    296,882
    
    
    $
    292,478
    
    
    $
    326,877LIABILITIES AND SHAREHOLDERS EQUITYCurrent Liabilities:Accounts payable
    
    $
    23,066
    
    
    $
    25,855
    
    
    $
    32,818Current portion of long-term debt
    
    
    6,171
    
    
    
    6,171
    
    
    
    6,171Other current liabilities
    
    
    29,083
    
    
    
    36,395
    
    
    
    43,458Total current liabilities
    
    
    58,320
    
    
    
    68,421
    
    
    
    82,447Pension benefits liabilities
    
    
    5,603
    
    
    
    5,383
    
    
    
    5,673Long-term debt
    
    
    22,540
    
    
    
    43,711
    
    
    
    25,625Deferred income taxes
    
    
    12,345
    
    
    
    9,671
    
    
    
    11,786Other noncurrent liabilities
    
    
    4,492
    
    
    
    6,097
    
    
    
    5,445Total liabilities
    
    
    103,300
    
    
    
    133,283
    
    
    
    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,
18,114,503, 17,846,114 and 18,055,292 shares issued
at February 2009 and 2008 and August 2008,
respectively)
    
    
    18,115
    
    
    
    17,846
    
    
    
    18,055Capital in excess of stated value
    
    
    27,615
    
    
    
    15,353
    
    
    
    26,352Retained earnings
    
    
    244,247
    
    
    
    216,312
    
    
    
    239,676Less treasury stock (at cost, 5,813,448, 5,963,448 and
5,843,448 shares
at February 2009 and 2008 and August 2008, respectively)
    
    
    (92,796
    )
    
    
    (95,190
    )
    
    
    (93,275
    )Accumulated other comprehensive (loss) income, net
    
    
    (3,599
    )
    
    
    4,874
    
    
    
    5,093Total shareholders equity
    
    
    193,582
    
    
    
    159,195
    
    
    
    195,901Total liabilities and shareholders equity
    
    $
    296,882
    
    
    $
    292,478
    
    
    $
    326,877
  -4-      Lindsay Corporation and Subsidiaries
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
 Six Months EndedFebruary 28,
    
    
    February 29,($ in thousands)
    
    2009
    
    
    2008CASH FLOWS FROM OPERATING ACTIVITIES:Net earnings
    
    $
    6,472
    
    
    $
    14,046Adjustments to reconcile net earnings to net cash used in
operating activities:Depreciation and amortization
    
    
    5,311
    
    
    
    4,299Provision for uncollectible accounts receivable
    
    
    91
    
    
    
    (96
    )Deferred income taxes
    
    
    (318
    )
    
    
    (52
    )Stock-based compensation expense
    
    
    938
    
    
    
    1,303Other, net
    
    
    369
    
    
    
    (36
    )Changes in assets and liabilities:Receivables, net
    
    
    25,261
    
    
    
    (22,715
    )Inventories, net
    
    
    (16,963
    )
    
    
    (15,071
    )Other current assets
    
    
    903
    
    
    
    (1,748
    )Accounts payable
    
    
    (5,722
    )
    
    
    5,059Other current liabilities
    
    
    (13,178
    )
    
    
    6,897Current taxes payable
    
    
    (5,516
    )
    
    
    1,582Other noncurrent assets and liabilities
    
    
    340
    
    
    
    (3,885
    )Net cash used in operating activities
    
    
    (2,012
    )
    
    
    (10,417
    )CASH FLOWS FROM INVESTING ACTIVITIES:Purchases of property, plant and equipment
    
    
    (5,176
    )
    
    
    (7,269
    )Proceeds from sale of property, plant and equipment
    
    
    6
    
    
    
    22Acquisition of business, net of cash acquired
    
    
    
    
    
    
    (21,154
    )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
    
    
    
    
    
    
    40,995Net cash used in investing activities
    
    
    (4,311
    )
    
    
    (1,266
    )CASH FLOWS FROM FINANCING ACTIVITIES:Proceeds from issuance of common stock under stock compensation plan
    
    
    482
    
    
    
    598Proceeds from issuance of long-term debt
    
    
    
    
    
    
    15,000Principal payments on long-term debt
    
    
    (3,011
    )
    
    
    (3,085
    )Net borrowings on revolving line of credit
    
    
    842
    
    
    
    Excess tax benefits from stock-based compensation
    
    
    317
    
    
    
    2,357Dividends paid
    
    
    (1,841
    )
    
    
    (1,659
    )Net cash (used in) provided by financing activities
    
    
    (3,211
    )
    
    
    13,211Effect of exchange rate changes on cash
    
    
    (87
    )
    
    
    1,778Net (decrease) increase in cash and cash equivalents
    
    
    (9,621
    )
    
    
    3,306Cash and cash equivalents, beginning of period
    
    
    50,760
    
    
    
    21,022Cash and cash equivalents, end of period
    
    $
    41,139
    
    
    $
    24,328
  -5-
      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-
      (3) Comprehensive Income
  Three months ended

    
    
    Six months endedFebruary 28,
    
    
    February 29,
    
    
    February 28,
    
    
    February 29,$ in thousands
    
    2009
    
    
    2008
    
    
    2009
    
    
    2008Comprehensive income:Net earnings
    
    $
    150
    
    
    $
    9,680
    
    
    $
    6,472
    
    
    $
    14,046Other comprehensive income:Unrealized net gain on
available for sale
securities, net of tax
    
    
    
    
    
    
    5
    
    
    
    
    
    
    
    14Defined Benefit Pension
Plan, net of tax
    
    
    27
    
    
    
    25
    
    
    
    54
    
    
    
    51Unrealized gain (loss) on
cash flow hedges, net of
tax
    
    
    (115
    )
    
    
    (690
    )
    
    
    415
    
    
    
    (1,608
    )Foreign currency
translation, net of hedging
activities
    
    
    (108
    )
    
    
    412
    
    
    
    (9,161
    )
    
    
    3,869Total comprehensive income (loss)(1)
    
    ($
    46
    )
    
    $
    9,432
    
    
    ($
    2,220
    )
    
    $
    16,372
 
 (1)
    
    Net of tax (benefit) expense of ($21) and $416 for the three and six months ended
February 28, 2009, respectively.
Net of tax (benefit) of ($438) and ($1,038) for the three and six months
ended February 29, 2008, respectively. (4) Income Taxes
   Accounting for Uncertainty in Income Taxes
 (5) Inventories
  -7-
      February 28,
    
    
    February 29,
    
    
    August 31,$ in thousands
    
    2009
    
    
    2008
    
    
    2008Inventory:FIFO inventory
    
    $
    33,355
    
    
    $
    32,678
    
    
    $
    24,867LIFO reserves
    
    
    (8,078
    )
    
    
    (6,143
    )
    
    
    (8,203
    )LIFO inventory
    
    
    25,277
    
    
    
    26,535
    
    
    
    16,664Weighted average inventory
    
    
    20,489
    
    
    
    19,946
    
    
    
    20,568Other FIFO inventory
    
    
    22,177
    
    
    
    15,114
    
    
    
    17,586Obsolescence reserve
    
    
    (1,285
    )
    
    
    (1,055
    )
    
    
    (1,409
    )Total inventories
    
    $
    66,658
    
    
    $
    60,540
    
    
    $
    53,409
  February 28,
    
    February 29,
    
    August 31,2009
    
    2008
    
    2008Raw materials
    
    
    10
    %
    
    
    14
    %
    
    
    9
    %Work in process
    
    
    7
    %
    
    
    10
    %
    
    
    8
    %Finished goods and purchased parts
    
    
    83
    %
    
    
    76
    %
    
    
    83
    %
 (6) Property, Plant and Equipment
  February 28,
    
    
    February 29,
    
    
    August 31,$ in thousands
    
    2009
    
    
    2008
    
    
    2008Operating property, plant and equipment:Land
    
    $
    2,211
    
    
    $
    2,286
    
    
    $
    2,269Buildings
    
    
    23,209
    
    
    
    23,346
    
    
    
    23,893Equipment
    
    
    58,340
    
    
    
    56,406
    
    
    
    58,382Other
    
    
    8,820
    
    
    
    7,694
    
    
    
    6,661Total operating property, plant and equipment
    
    
    92,580
    
    
    
    89,732
    
    
    
    91,205Accumulated depreciation
    
    
    (52,490
    )
    
    
    (50,533
    )
    
    
    (51,144
    )Total operating property, plant and equipment, net
    
    $
    40,090
    
    
    $
    39,199
    
    
    $
    40,061Leased property:Machines
    
    
    4,055
    
    
    
    3,277
    
    
    
    3,597Barriers
    
    
    15,830
    
    
    
    13,754
    
    
    
    16,210Total leased property
    
    $
    19,885
    
    
    $
    17,031
    
    
    $
    19,807Accumulated depreciation
    
    
    (3,196
    )
    
    
    (1,551
    )
    
    
    (2,297
    )Total leased property, net
    
    $
    16,689
    
    
    $
    15,480
    
    
    $
    17,510Property, plant and equipment, net
    
    $
    56,779
    
    
    $
    54,679
    
    
    $
    57,571
  -8-
      (7) Credit Arrangements
 Euro Line of Credit
  BSI Term Note
 Financial Derivatives
 Snoline Term Note
 Financial Derivatives
 Revolving Credit Agreement
    -9-
      February 28,
    
    
    February 29,
    
    
    August 31,$ in thousands
    
    2009
    
    
    2008
    
    
    2008BSI Term Note
    
    $
    19,286
    
    
    $
    23,572
    
    
    $
    21,429Snoline Term Note
    
    
    9,425
    
    
    
    11,310
    
    
    
    10,367Revolving Credit Agreement
    
    
    
    
    
    
    15,000
    
    
    
    Less current portion
    
    
    (6,171
    )
    
    
    (6,171
    )
    
    
    (6,171
    )Total long-term debt
    
    $
    22,540
    
    
    $
    43,711
    
    
    $
    25,625
   Due within:1 year
    
    $
    6,1712 years
    
    
    6,1713 years
    
    
    6,1714 years
    
    
    6,1715 years
    
    
    4,027Thereafter
    
    
    $
    28,711
 (8) Financial Derivatives
 Accounting for Derivative Instruments and Hedging Activity
 Disclosures about Derivative Instruments and Hedging
Activities  an amendment to SFAS No. 133
 -10-
      Fair Values of Derivative InstrumentsAsset (Liability) DerivativesFebruary 28,
    
    
    February 29,
    
    
    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
    
    $
    
    
    
    $
    
    
    
    $
    124Interest rate swap
    
    Other current liabilities
    
    
    (685
    )
    
    
    (679
    )
    
    
    (684
    )Interest rate swap
    
    Other noncurrent liabilities
    
    
    (1,036
    )
    
    
    (1,185
    )
    
    
    (746
    )Cross currency swap
    
    Other current liabilities
    
    
    (124
    )
    
    
    (458
    )
    
    
    (324
    )Cross currency swap
    
    Other noncurrent liabilities
    
    
    (60
    )
    
    
    (1,413
    )
    
    
    (750
    )Total derivatives designated as hedging
instruments under SFAS No. 1331
    
    
    
    $
    (1,905
    )
    
    $
    (3,735
    )
    
    $
    (2,380
    )Derivatives not designated as hedging
instruments under SFAS No. 133:Foreign currency forward contracts
    
    Other current liabilities
    
    $
    (17
    )
    
    $
    
    
    
    $
    
 
 1
    
    Accumulated other comprehensive income included gains (losses), net of related income
tax effects, of less than $0.1 million,
($2.2 million) and ($0.9 million) at February 28, 2009, February 29, 2008 and August 31, 2008,
respectively, related to deriviative contracts designed as hedging instruments under SFAS No. 133. Cash Flow Hedging Relationships
 Credit Arrangements)
 Credit Arrangements)
  -11-
      Derivatives in SFAS No. 133 Cash Flow Hedging  Relationships
 Amount of Gain/(Loss) Recognized in OCI on Derivatives$ in thousands
    
    Three months ended
    
    
    Six months endedFebruary 28,
    
    
    February 29,
    
    
    February 28,
    
    
    February 29,2009
    
    
    2008
    
    
    2009
    
    
    2008Interest rate swap
    
    $
    20
    
    
    $
    (368
    )
    
    $
    (231
    )
    
    $
    (720
    )Cross currency swap
    
    
    (142
    )
    
    
    (322
    )
    
    
    646
    
    
    
    (888
    )Foreign currency
forward contracts
    
    
    7
    
    
    
    
    
    
    
    
    
    
    
    Total1
    
    $
    (115
    )
    
    $
    (690
    )
    
    $
    415
    
    
    $
    (1,608
    )
 
 (1)
    
    Net of tax (benefit) expense of ($38) and $103 for the three and six months ended February 28, 2009, respectively.Net of tax (benefit) of ($457) and ($1,081) for the three and six months ended February 29, 2008, respectively. Location of LossReclassified from$ in thousands
    
    AOCI into Income
    
    
    Amount of (Loss) Reclassified from AOCI into IncomeThree months ended
    
    
    Six months endedFebruary 28,
    
    
    February 29,
    
    
    February 28,
    
    
    February 29,2009
    
    
    2008
    
    
    2009
    
    
    2008Interest rate swap
    
    Interest Expense
    
    $
    (262
    )
    
    $
    (110
    )
    
    $
    (491
    )
    
    $
    (162
    )Cross currency swap
    
    Interest Expense
    
    
    (55
    )
    
    
    (28
    )
    
    
    (159
    )
    
    
    (35
    )Foreign currency
forward contracts
    
    Revenue
    
    
    (15
    )
    
    
    
    
    
    
    (15
    )
    
    
    Foreign currency
forward contracts
    
    Other income (expense)
    
    
    (49
    )
    
    
    
    
    
    
    (49
    )
    
    
    $
    (381
    )
    
    $
    (138
    )
    
    $
    (714
    )
    
    $
    (197
    )
 Gain/(Loss)Recognized in Income$ in thousands
    
    (Ineffectiveness)
    
    
    Gain/(Loss) Recognized in Income on Deriviatives (Ineffectiveness)Three months ended
    
    
    Six months endedFebruary 28,
    
    
    February 29,
    
    
    February 28,
    
    
    February 29,2009
    
    
    2008
    
    
    2009
    
    
    2008Interest rate swap
    
    Other income (expense)
    
    $
    75
    
    
    $
    (37
    )
    
    $
    82
    
    
    $
    (75
    )Cross currency swap
    
    Other income (expense)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Foreign currency
forward contracts
    
    Other income (expense)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    75
    
    
    $
    (37
    )
    
    $
    82
    
    
    $
    (75
    )
 Net Investment Hedging Relationships
  -12-
      Derivatives Not Designated as Hedging Instruments
  Derivatives Not
    
    Location ofDesignated as
    
    Gain/(Loss)Hedging Instruments
    
    Recognized in Income
    
    Amount Gain/(Loss) Recognized in Income on DeriviativesThree months ended
    
    Six months endedFebruary 28,
    
    February 29,
    
    February 28,
    
    February 29,$ in thousands
    
    
    
    
    
    2009
    
    2008
    
    2009
    
    2008Foreign currency
forward contracts
    
    Other income (expense)
    
    $
    (131
    )
    
    $
    
    
    
    $
    146
    
    
    $
    
 (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
    
    TotalCash and cash equivalents
    
    $
    41,139
    
    
    $
    
    
    
    $
    
    
    
    $
    41,139Derivative Assets
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Derivative Liabilities
    
    
    (17
    )
    
    
    (1,905
    )
    
    
    
    
    
    
    (1,922)
 -13-
      (10) Commitments and Contingencies
  (11) Retirement Plan
  Three months ended
    
    
    Six months endedFebruary 28,
    
    
    February 29,
    
    
    February 28,
    
    
    February 29,$ in thousands
    
    2009
    
    
    2008
    
    
    2009
    
    
    2008Net periodic benefit cost:Service cost
    
    $
    
    
    
    $
    10
    
    
    $
    
    
    
    $
    21Interest cost
    
    
    87
    
    
    
    84
    
    
    
    174
    
    
    
    167Net amortization and deferral
    
    
    44
    
    
    
    40
    
    
    
    88
    
    
    
    81Total net periodic benefit cost
    
    $
    131
    
    
    $
    134
    
    
    $
    262
    
    
    $
    269
 (12) Warranties
  -14-
      Three months endedFebruary 28,
    
    
    February 29,$ in thousands
    
    2009
    
    
    2008Warranties:Product warranty accrual balance, beginning of period
    
    $
    1,801
    
    
    $
    1,474Liabilities accrued for warranties during the period
    
    
    310
    
    
    
    880Warranty claims paid during the period
    
    
    (513
    )
    
    
    (427
    )Product warranty accrual balance, end of period
    
    $
    1,598
    
    
    $
    1,927
 Six months endedFebruary 28,
    
    
    February 29,$ in thousands
    
    2009
    
    
    2008Warranties:Product warranty accrual balance, beginning of period
    
    $
    2,011
    
    
    $
    1,644Liabilities accrued for warranties during the period
    
    
    1,386
    
    
    
    1,096Warranty claims paid during the period
    
    
    (1,799
    )
    
    
    (813
    )Product warranty accrual balance, end of period
    
    $
    1,598
    
    
    $
    1,927
 (13) Industry Segment Information
  Disclosures About Segments of an Enterprise and
Related Information,
    -15-
      Three months ended
    
    
    Six months endedFebruary 28,
    
    
    February 29,
    
    
    February 28,
    
    
    February 29,$ in thousands
    
    2009
    
    
    2008
    
    
    2009
    
    
    2008Operating revenues:Irrigation
    
    $
    48,424
    
    
    $
    82,630
    
    
    $
    134,388
    
    
    $
    139,132Infrastructure
    
    
    16,722
    
    
    
    25,788
    
    
    
    43,879
    
    
    
    45,214Total operating revenues
    
    $
    65,146
    
    
    $
    108,418
    
    
    $
    178,267
    
    
    $
    184,346Operating income:Irrigation
    
    $
    6,176
    
    
    $
    16,598
    
    
    $
    22,371
    
    
    $
    25,689Infrastructure
    
    
    (137
    )
    
    
    5,762
    
    
    
    3,813
    
    
    
    9,331Segment operating income
    
    
    6,039
    
    
    
    22,360
    
    
    
    26,184
    
    
    
    35,020Unallocated general and administrative expenses
    
    
    (6,488
    )
    
    
    (6,507
    )
    
    
    (14,837
    )
    
    
    (12,651
    )Interest and other income, net
    
    
    (17
    )
    
    
    (337
    )
    
    
    (2,032
    )
    
    
    (346
    )Earnings before income taxes
    
    $
    (466
    )
    
    $
    15,516
    
    
    $
    9,315
    
    
    $
    22,023Total Capital Expenditures:Irrigation
    
    $
    2,145
    
    
    $
    1,040
    
    
    $
    3,971
    
    
    $
    1,850Infrastructure
    
    
    756
    
    
    
    1,727
    
    
    
    1,205
    
    
    
    5,419$
    2,901
    
    
    $
    2,767
    
    
    $
    5,176
    
    
    $
    7,269Total Depreciation and Amortization:Irrigation
    
    $
    1,107
    
    
    $
    876
    
    
    $
    2,251
    
    
    $
    1,805Infrastructure
    
    
    1,518
    
    
    
    1,292
    
    
    
    3,060
    
    
    
    2,494$
    2,625
    
    
    $
    2,168
    
    
    $
    5,311
    
    
    $
    4,299
 February 28,
    
    
    February 29,
    
    
    August 31,2009
    
    
    2008
    
    
    2008Total Assets:Irrigation
    
    $
    186,002
    
    
    $
    188,944
    
    
    $
    201,522Infrastructure
    
    
    110,880
    
    
    
    103,534
    
    
    
    125,355$
    296,882
    
    
    $
    292,478
    
    
    $
    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 February 28, 2009 compared to the Three Months ended February 29, 2008
  Three months ended
    
    PercentFebruary 28,
    
    February 29,
    
    Increase$ in thousands
    
    2009
    
    2008
    
    (Decrease)ConsolidatedOperating revenues
    
    $
    65,146
    
    
    $
    108,418
    
    
    
    (39.9
    )%Cost of operating revenues
    
    $
    51,870
    
    
    $
    78,380
    
    
    
    (33.8
    )%Gross profit
    
    $
    13,276
    
    
    $
    30,038
    
    
    
    (55.8
    )%Gross margin
    
    
    20.4
    %
    
    
    27.7
    %Operating expenses (1)
    
    $
    13,725
    
    
    $
    14,185
    
    
    
    (3.2
    )%Operating (loss) income
    
    $
    (449
    )
    
    $
    15,853
    
    
    
    (102.8
    )%Operating margin
    
    
    (0.7
    )%
    
    
    14.6
    %Interest expense
    
    $
    (480
    )
    
    $
    (821
    )
    
    
    (41.5
    )%Interest income
    
    $
    225
    
    
    $
    377
    
    
    
    (40.3
    )%Other income (expense), net
    
    $
    238
    
    
    $
    107
    
    
    
    122.4
    %Income tax (benefit) provision
    
    $
    (616
    )
    
    $
    5,836
    
    
    
    (110.6
    )%Effective income tax rate (3)
    
    
    34.9
    %
    
    
    33.5
    %Net earnings
    
    $
    150
    
    
    $
    9,680
    
    
    
    (98.5
    )%Irrigation Equipment SegmentSegment operating revenues
    
    $
    48,424
    
    
    $
    82,630
    
    
    
    (41.4
    )%Segment operating income (2)
    
    $
    6,176
    
    
    $
    16,598
    
    
    
    (62.8
    )%Segment operating margin (2)
    
    
    12.8
    %
    
    
    20.1
    %Infrastructure Products SegmentSegment operating revenues
    
    $
    16,722
    
    
    $
    25,788
    
    
    
    (35.2
    )%Segment operating (loss) income (2)
    
    $
    (137
    )
    
    $
    5,762
    
    
    
    (102.4
    )%Segment operating margin (2)
    
    
    (0.8
    )%
    
    
    22.3
    %
 
 (1)
    
    Includes $6,488 and $6,507 million of unallocated general and administrative expenses for
the three months ended February 28, 2009 and February 29, 2008, respectively.(2)
    
    Excludes unallocated general & administrative expenses.(3)
    
    Effective tax rate before discrete items. Discrete items included a tax benefit of ($411) and
tax expense of $610 for the three months ended February 28, 2009 and February 29, 2008,
respectively. Revenues
   -19-
      Gross Margin
  Operating Expenses
  Interest, Other Income (Expense), net and Taxes
    Accounting for Uncertainty in Income Taxes
 -20-
      Net Earnings
  For the Six Months Ended February 28, 2009 compared to the Six Months Ended February 29, 2008
 Six months ended
    
    PercentFebruary 28,
    
    February 29,
    
    Increase$ in thousands
    
    2009
    
    2008
    
    (Decrease)ConsolidatedOperating revenues
    
    $
    178,267
    
    
    $
    184,346
    
    
    
    (3.3
    )%Cost of operating revenues
    
    $
    136,342
    
    
    $
    135,012
    
    
    
    1.0
    %Gross profit
    
    $
    41,925
    
    
    $
    49,334
    
    
    
    (15.0
    )%Gross margin
    
    
    23.5
    %
    
    
    26.8
    %Operating expenses (1)
    
    $
    30,578
    
    
    $
    26,965
    
    
    
    13.4
    %Operating income
    
    $
    11,347
    
    
    $
    22,369
    
    
    
    (49.3
    )%Operating margin
    
    
    6.4
    %
    
    
    12.1
    %Interest expense
    
    $
    (1,105
    )
    
    $
    (1,420
    )
    
    
    (22.2
    )%Interest income
    
    $
    541
    
    
    $
    853
    
    
    
    (36.6
    )%Other income (expense), net
    
    $
    (1,468
    )
    
    $
    221
    
    
    
    (764.3
    )%Income tax provision
    
    $
    2,843
    
    
    $
    7,977
    
    
    
    (64.4
    )%Effective income tax rate (3)
    
    
    34.9
    %
    
    
    33.5
    %Net earnings
    
    $
    6,472
    
    
    $
    14,046
    
    
    
    (53.9
    )%Irrigation Equipment SegmentSegment operating revenues
    
    $
    134,388
    
    
    $
    139,132
    
    
    
    (3.4
    )%Segment operating income (2)
    
    $
    22,371
    
    
    $
    25,689
    
    
    
    (12.9
    )%Segment operating margin (2)
    
    
    16.6
    %
    
    
    18.5
    %Infrastructure Products SegmentSegment operating revenues
    
    $
    43,879
    
    
    $
    45,214
    
    
    
    (3.0
    )%Segment operating income (2)
    
    $
    3,813
    
    
    $
    9,331
    
    
    
    (59.1
    )%Segment operating margin (2)
    
    
    8.7
    %
    
    
    20.6
    %
 
 (1)
    
    Includes $14,837 and $12,651 million of unallocated general and administrative expenses
for the six months ended February 28, 2009 and February 29, 2008, respectively.(2)
    
    Excludes unallocated general & administrative expenses.(3)
    
    Effective tax rate before discrete items. Discrete items included a tax benefit of ($411)
and tax expense of $610 for the six months ended February 28, 2009 and February 29, 2008,
respectively. Revenues
   -21-
      Gross Margin
  Operating Expenses
  Interest, Other Income (Expense), net, and Taxes
    Accounting for Uncertainty in
Income Taxes
 -22-
      Net Earnings
  Liquidity and Capital Resources
          -23-
      Contractual Obligations and Commercial Commitments
  Market Conditions and Fiscal 2009 Outlook
     -24-
      Recently Issued Accounting Pronouncements
 Business Combinations
 Determination of the Useful
Life of Intangible Assets Goodwill and Other Intangible Assets,
 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
  ITEM 1A  Risk Factors
  ITEM 2  Unregistered Sales of Equity Securities and Use of Proceeds
  -26-
      ITEM 4  Submission of Matters to a Vote of Security Holders
  1.
    
    Election of Directors:
    
    Richard W. Parod
    
    For  10,071,096
    
    Withheld  26,107Michael D. Walter
    
    For  10,072,172
    
    Withheld  25,0312.
    
    Approval of Management Incentive Umbrella PlanFor  9,677,994
    
    Against  209,015
    
    Abstain  210,194
    
    Broker Non-Vote  03.
    
    Ratification of the appointment of KPMG LLP as the independent auditor for the
Company for the fiscal year ended August 31, 2009.For  10,023,104
    
    Against  62,930
    
    Abstain  11,169
    
    Broker Non-Vote  0
 -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, 2006.10.1*
    
    Management Incentive Umbrella Plan, approved by stockholders on January 26,
2009.10.2
    
    Fourth Amendment to Employment Agreement, dated December 22, 2008, between the
Company and Richard W. Parod, incorporated by reference to Exhibit 10.2 of the
Companys Current Report on Form 8-K filed on January 30, 2009.10.3
    
    Fifth Amendment to Employment Agreement, dated January 26, 2009, 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 January 30, 2009.10.4
    
    Employment Agreement, dated February 19, 2009, by and between the Company and
David B. Downing, incorporated by reference to Exhibit 10.1 of the Companys Current
Report on Form 8-K filed on February 25, 2009.10.5
    
    Employment Agreement, dated February 19, 2009, by and between the Company and
Barry A. Ruffalo, incorporated by reference to Exhibit 10.2 of the Companys Current
Report on Form 8-K filed on February 25, 2009.10.6
    
    Employment Agreement, dated February 19, 2009, by and between the Company and
Timothy J. Paymal, incorporated by reference to Exhibit 10.3 of the Companys Current
Report on Form 8-K filed on February 25, 2009.10.7
    
    Amendment to Employment Agreement, dated February 19, 2009, by and between
Barrier Systems, Inc., the Company and Owen S. Denman, incorporated by reference to
Exhibit 10.4 of the Companys Current Report on Form 8-K filed on February 25, 2009.31.1*
    
    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 -28-
      SIGNATURE
  LINDSAY CORPORATIONBy:
    /s/ DAVID B. DOWNINGName:
    David B. DowningTitle:
    Chief Financial Officer and
President International Division -29-