##### Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 FORM 10-Q
 (MARK ONE)
 þ
    
    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
 For the quarterly period ended May 31, 2010
 OR
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
 Commission File Number 1-13419
 Lindsay Corporation
  Delaware
    
    47-0554096(State or other jurisdiction of 
incorporation or organization)
    
    (I.R.S. Employer
Identification No.)2222 N 111th Street, Omaha, Nebraska
    
    68164(Address of principal executive offices)
    
    (Zip Code)
 402-829-6800  (Registrants telephone number, including area code)
 þ o
 o o
  Large accelerated filer o
    
    Accelerated filer þ
    
    Non-accelerated filer o
(Do not check if 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 months and nine months
ended May 31, 2010 and 2009
    
    
    3Condensed Consolidated Balance Sheets, May 31, 2010 and 2009 and
August 31, 2009
    
    
    4Condensed Consolidated Statements of Cash Flows for the nine months
ended May 31, 2010 and 2009
    
    
    5Notes to Condensed Consolidated Financial Statements
    
    
    6-17ITEM 2 Managements Discussion and Analysis of Financial Condition
and Results of Operations
    
    
    18-25ITEM 3 Quantitative and Qualitative Disclosures about Market Risk
    
    
    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
    
    
    29Exhibit 10.1Exhibit 31.1Exhibit 31.2Exhibit 32.1
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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)
    
    2010
    
    
    2009
    
    
    2010
    
    
    2009Operating revenues
    
    $
    100,073
    
    
    $
    84,578
    
    
    $
    271,239
    
    
    $
    262,845Cost of operating revenues
    
    
    74,818
    
    
    
    63,509
    
    
    
    198,051
    
    
    
    199,851Gross profit
    
    
    25,255
    
    
    
    21,069
    
    
    
    73,188
    
    
    
    62,994Operating expenses:Selling expense
    
    
    5,909
    
    
    
    5,186
    
    
    
    16,683
    
    
    
    17,567General and administrative expense
    
    
    7,348
    
    
    
    7,000
    
    
    
    22,963
    
    
    
    21,837Engineering and research expense
    
    
    1,949
    
    
    
    1,346
    
    
    
    5,418
    
    
    
    4,706Total operating expenses
    
    
    15,206
    
    
    
    13,532
    
    
    
    45,064
    
    
    
    44,110Operating income
    
    
    10,049
    
    
    
    7,537
    
    
    
    28,124
    
    
    
    18,884Other income (expense):Interest expense
    
    
    (474
    )
    
    
    (465
    )
    
    
    (1,291
    )
    
    
    (1,570
    )Interest income
    
    
    49
    
    
    
    200
    
    
    
    215
    
    
    
    741Other income (expense), net
    
    
    12
    
    
    
    636
    
    
    
    72
    
    
    
    (832
    )Earnings before income taxes
    
    
    9,636
    
    
    
    7,908
    
    
    
    27,120
    
    
    
    17,223Income tax provision
    
    
    3,388
    
    
    
    2,639
    
    
    
    8,217
    
    
    
    5,482Net earnings
    
    $
    6,248
    
    
    $
    5,269
    
    
    $
    18,903
    
    
    $
    11,741Basic net earnings per share
    
    $
    0.50
    
    
    $
    0.43
    
    
    $
    1.52
    
    
    $
    0.96Diluted net earnings per share
    
    $
    0.50
    
    
    $
    0.42
    
    
    $
    1.50
    
    
    $
    0.94Weighted average shares outstanding
    
    
    12,486
    
    
    
    12,305
    
    
    
    12,439
    
    
    
    12,280Diluted effect of stock equivalents
    
    
    124
    
    
    
    136
    
    
    
    138
    
    
    
    168Weighted average shares outstanding assuming dilution
    
    
    12,610
    
    
    
    12,441
    
    
    
    12,577
    
    
    
    12,448Cash dividends per share
    
    $
    0.080
    
    
    $
    0.075
    
    
    $
    0.240
    
    
    $
    0.225
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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)
    
    2010
    
    
    2009
    
    
    2009ASSETSCurrent Assets:Cash and cash equivalents
    
    $
    83,509
    
    
    $
    63,212
    
    
    $
    85,929Receivables, net of allowance, $2,246, $1,503, and $1,864, respectively
    
    
    56,804
    
    
    
    57,371
    
    
    
    42,862Inventories, net
    
    
    47,070
    
    
    
    54,355
    
    
    
    46,255Deferred income taxes
    
    
    5,974
    
    
    
    8,591
    
    
    
    6,881Other current assets
    
    
    9,071
    
    
    
    5,886
    
    
    
    7,602Total current assets
    
    
    202,428
    
    
    
    189,415
    
    
    
    189,529Property, plant and equipment, net
    
    
    56,379
    
    
    
    56,964
    
    
    
    59,641Other intangible assets, net
    
    
    26,728
    
    
    
    28,383
    
    
    
    29,100Goodwill, net
    
    
    23,292
    
    
    
    24,079
    
    
    
    24,174Other noncurrent assets
    
    
    5,652
    
    
    
    5,479
    
    
    
    5,453Total assets
    
    $
    314,479
    
    
    $
    304,320
    
    
    $
    307,897LIABILITIES AND SHAREHOLDERS EQUITYCurrent Liabilities:Accounts payable
    
    $
    29,547
    
    
    $
    18,463
    
    
    $
    20,008Current portion of long-term debt
    
    
    4,286
    
    
    
    6,171
    
    
    
    6,171Other current liabilities
    
    
    29,981
    
    
    
    30,957
    
    
    
    33,008Total current liabilities
    
    
    63,814
    
    
    
    55,591
    
    
    
    59,187Pension benefits liabilities
    
    
    6,192
    
    
    
    5,588
    
    
    
    6,407Long-term debt
    
    
    9,643
    
    
    
    20,997
    
    
    
    19,454Deferred income taxes
    
    
    9,431
    
    
    
    11,935
    
    
    
    10,391Other noncurrent liabilities
    
    
    2,053
    
    
    
    5,619
    
    
    
    4,800Total liabilities
    
    
    91,133
    
    
    
    99,730
    
    
    
    100,239Shareholders 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,
18,184,620, 18,121,203 and 18,128,743 shares issued at May 31, 2010
and 2009 and August 31, 2009, respectively)
    
    
    18,185
    
    
    
    18,121
    
    
    
    18,129Capital in excess of stated value
    
    
    30,515
    
    
    
    28,304
    
    
    
    28,944Retained earnings
    
    
    265,373
    
    
    
    248,594
    
    
    
    249,588Less treasury stock (at cost, 5,698,448, 5,813,448 and 5,763,448 shares
at May 31, 2010 and 2009 and August 31, 2009, respectively)
    
    
    (90,961
    )
    
    
    (92,796
    )
    
    
    (91,998
    )Accumulated other comprehensive income, net
    
    
    234
    
    
    
    2,367
    
    
    
    2,995Total shareholders equity
    
    
    223,346
    
    
    
    204,590
    
    
    
    207,658Total liabilities and shareholders equity
    
    $
    314,479
    
    
    $
    304,320
    
    
    $
    307,897
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Lindsay Corporation and Subsidiaries
 
 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
 (Unaudited)
 Nine Months EndedMay 31,($ in thousands)
    
    2010
    
    
    2009CASH FLOWS FROM OPERATING ACTIVITIES:Net earnings
    
    $
    18,903
    
    
    $
    11,741Adjustments to reconcile net earnings to net cash provided by
operating activities:Depreciation and amortization
    
    
    8,027
    
    
    
    7,917Provision for uncollectible accounts receivable
    
    
    568
    
    
    
    205Deferred income taxes
    
    
    (990
    )
    
    
    (1,897
    )Stock-based compensation expense
    
    
    1,755
    
    
    
    1,504(Gain) loss on disposal of fixed assets
    
    
    (537
    )
    
    
    89Other, net
    
    
    121
    
    
    
    983Changes in assets and liabilities:Receivables
    
    
    (16,095
    )
    
    
    28,703Inventories
    
    
    (2,280
    )
    
    
    (2,248
    )Other current assets
    
    
    (3,127
    )
    
    
    1,406Accounts payable
    
    
    10,439
    
    
    
    (13,443
    )Other current liabilities
    
    
    (2,768
    )
    
    
    (9,715
    )Current taxes payable
    
    
    2,285
    
    
    
    (2,356
    )Other noncurrent assets and liabilities
    
    
    (1,513
    )
    
    
    1,372Net cash provided by operating activities
    
    
    14,788
    
    
    
    24,261CASH FLOWS FROM INVESTING ACTIVITIES:Purchases of property, plant and equipment
    
    
    (3,962
    )
    
    
    (6,148
    )Proceeds from sale of property, plant and equipment
    
    
    577
    
    
    
    25Acquisition of business, net of cash acquired
    
    
    (132
    )
    
    
    Proceeds from settlement of net investment hedge
    
    
    565
    
    
    
    859Net cash used in investing activities
    
    
    (2,952
    )
    
    
    (5,264
    )CASH FLOWS FROM FINANCING ACTIVITIES:Proceeds from issuance of common stock under stock compensation plan
    
    
    544
    
    
    
    638Principal payments on long-term debt
    
    
    (11,697
    )
    
    
    (4,628
    )Net borrowing (payments) on revolving line of credit
    
    
    345
    
    
    
    (108
    )Excess tax benefits from stock-based compensation
    
    
    368
    
    
    
    321Dividends paid
    
    
    (2,991
    )
    
    
    (2,764
    )Net cash used in financing activities
    
    
    (13,431
    )
    
    
    (6,541
    )Effect of exchange rate changes on cash
    
    
    (825
    )
    
    
    (4
    )Net (decrease) increase in cash and cash equivalents
    
    
    (2,420
    )
    
    
    12,452Cash and cash equivalents, beginning of period
    
    
    85,929
    
    
    
    50,760Cash and cash equivalents, end of period
    
    $
    83,509
    
    
    $
    63,212
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Lindsay Corporation and Subsidiaries
 
 NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
  (1) Condensed Consolidated Financial Statements
    (2) Net Earnings per Share
     - 6 -




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(3) Comprehensive Income
  Three months ended
    
    
    Nine months endedMay 31,
    
    
    May 31,$ in thousands
    
    2010
    
    
    2009
    
    
    2010
    
    
    2009Comprehensive income:Net earnings
    
    $
    6,248
    
    
    $
    5,269
    
    
    $
    18,903
    
    
    $
    11,741Other comprehensive income(1):Defined benefit pension plan, net of tax
    
    
    27
    
    
    
    27
    
    
    
    83
    
    
    
    81Unrealized gain (loss) on cash flow hedges, net of tax
    
    
    603
    
    
    
    (607
    )
    
    
    1,159
    
    
    
    (192
    )Foreign currency translation, net of hedging activities
    
    
    (3,131
    )
    
    
    6,545
    
    
    
    (4,003
    )
    
    
    (2,616
    )Total comprehensive income (loss)
    
    $
    3,747
    
    
    $
    11,234
    
    
    $
    16,142
    
    
    $
    9,014
 
 (1)
    
    Net of tax expense of $523 and $1,016 for the three months and nine
months ended May 31, 2010, respectively.Net of tax (benefit) expense of ($191) and $225 for the three months and nine months
ended May 31, 2009, respectively. (4) Income Taxes
      (5) Inventories
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May 31,
    
    
    May 31,
    
    
    August 31,$ in thousands
    
    2010
    
    
    2009
    
    
    2009Inventory:FIFO inventory
    
    $
    21,141
    
    
    $
    23,610
    
    
    $
    16,561LIFO reserves
    
    
    (6,927
    )
    
    
    (7,864
    )
    
    
    (7,190
    )LIFO inventory
    
    
    14,214
    
    
    
    15,746
    
    
    
    9,371Weighted average inventory
    
    
    17,475
    
    
    
    18,180
    
    
    
    14,762Other FIFO inventory
    
    
    17,747
    
    
    
    21,896
    
    
    
    23,765Obsolescence reserve
    
    
    (2,366
    )
    
    
    (1,467
    )
    
    
    (1,643
    )Total inventories
    
    $
    47,070
    
    
    $
    54,355
    
    
    $
    46,255
  May 31,
    
    
    May 31,
    
    
    August 31,2010
    
    
    2009
    
    
    2009Raw materials
    
    
    11
    %
    
    
    10
    %
    
    
    7
    %Work in process
    
    
    8
    %
    
    
    10
    %
    
    
    8
    %Finished goods and purchased parts
    
    
    81
    %
    
    
    80
    %
    
    
    85
    %
 (6) Property, Plant and Equipment
  May 31,
    
    
    May 31,
    
    
    August 31,$ in thousands
    
    2010
    
    
    2009
    
    
    2009Operating property, plant and equipment:Land
    
    $
    2,407
    
    
    $
    2,266
    
    
    $
    2,271Buildings
    
    
    28,126
    
    
    
    25,778
    
    
    
    28,622Equipment
    
    
    63,228
    
    
    
    60,090
    
    
    
    60,717Other
    
    
    5,072
    
    
    
    6,895
    
    
    
    6,863Total operating property, plant and equipment
    
    
    98,833
    
    
    
    95,029
    
    
    
    98,473Accumulated depreciation
    
    
    (57,122
    )
    
    
    (54,691
    )
    
    
    (55,077
    )Total operating property, plant and equipment, net
    
    $
    41,711
    
    
    $
    40,338
    
    
    $
    43,396Leased property:Machines
    
    
    4,169
    
    
    
    4,148
    
    
    
    4,248Barriers
    
    
    16,106
    
    
    
    16,227
    
    
    
    16,253Total leased property
    
    $
    20,275
    
    
    $
    20,375
    
    
    $
    20,501Accumulated depreciation
    
    
    (5,607
    )
    
    
    (3,749
    )
    
    
    (4,256
    )Total leased property, net
    
    $
    14,668
    
    
    $
    16,626
    
    
    $
    16,245Property, plant and equipment, net
    
    $
    56,379
    
    
    $
    56,964
    
    
    $
    59,641
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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
    
    2010
    
    
    2009
    
    
    2009BSI Term Note
    
    $
    13,929
    
    
    $
    18,214
    
    
    $
    17,143Snoline Term Note
    
    $
    
    
    
    
    8,954
    
    
    
    8,482Less current portion
    
    
    (4,286
    )
    
    
    (6,171
    )
    
    
    (6,171
    )Total long-term debt
    
    $
    9,643
    
    
    $
    20,997
    
    
    $
    19,454
   Due within:1 year
    
    $
    4,2862 years
    
    
    4,2863 years
    
    
    4,2864 years
    
    
    1,071Thereafter
    
    
    $
    13,929
 (8) Financial Derivatives
   Fair Values of Derivative InstrumentsAsset (Liability) DerivativesMay 31,
    
    
    May 31,
    
    
    August 31,$ in thousands
    
    Balance Sheet Location
    
    2010
    
    
    2009
    
    
    2009Derivatives designated as hedging
instruments:Foreign currency forward contracts
    
    Other current assets
    
    $
    117
    
    
    $
    
    
    
    $
    Interest rate swap
    
    Other current liabilities
    
    
    (477
    )
    
    
    (650
    )
    
    
    (602
    )Interest rate swap
    
    Other noncurrent liabilities
    
    
    (525
    )
    
    
    (897
    )
    
    
    (732
    )Cross currency swap
    
    Other current liabilities
    
    
    
    
    
    
    (380
    )
    
    
    (425
    )Cross currency swap
    
    Other noncurrent liabilities
    
    
    
    
    
    
    (772
    )
    
    
    (847
    )Total derivatives designated as hedging
instruments
    
    
    
    $
    (885
    )
    
    $
    (2,699
    )
    
    $
    (2,606
    )
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Cash Flow Hedging Relationships
 Credit Arrangements)
 Credit Arrangements)
   - 11 -




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Derivatives Designated as Cash Flow Hedging Relationships
 Amount of Gain/(Loss) Recognized in OCI on DerivativesThree months ended
    
    
    Nine months endedMay 31,
    
    
    May 31,$ in thousands
    
    2010
    
    
    2009
    
    
    2010
    
    
    2009Interest rate swap
    
    $
    78
    
    
    $
    95
    
    
    $
    237
    
    
    $
    (136
    )Cross currency swap
    
    
    525
    
    
    
    (702
    )
    
    
    922
    
    
    
    (56
    )Total1
    
    $
    603
    
    
    $
    (607
    )
    
    $
    1,159
    
    
    $
    (192
    )
 
 (1)
    
    Net of tax expense of $247 and $493 for the three and nine months ended
May 31, 2010, respectively.Net of tax (benefit) of ($208) and ($105) for the three and nine months ended May 31,
2009, respectively. Amount of (Loss) Reclassified from AOCI into IncomeLocation of Loss
    
    Three months ended
    
    
    Nine months endedReclassified from AOCI
    
    May 31,
    
    
    May 31,$ in thousands
    
    into Income
    
    2010
    
    
    2009
    
    
    2010
    
    
    2009Interest rate swap
    
    Interest expense
    
    $
    (204
    )
    
    $
    (248
    )
    
    $
    (660
    )
    
    $
    (739
    )Cross currency swap
    
    Interest expense
    
    
    (604
    )
    
    
    (80
    )
    
    
    (884
    )
    
    
    (239
    )Foreign currency
forward contracts
    
    Revenue
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (15
    )Foreign currency
forward contracts
    
    Other income (expense), net
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (49
    )$
    (808
    )
    
    $
    (328
    )
    
    $
    (1,544
    )
    
    $
    (1,042
    )
 Gain/(Loss) Recognized in Income on Derivatives(Ineffectiveness)Location of Gain/(Loss)
    
    Three months ended
    
    
    Nine months endedRecognized in Income
    
    May 31,
    
    
    May 31,$ in thousands
    
    (Ineffectiveness)
    
    2010
    
    
    2009
    
    
    2010
    
    
    2009Interest rate swap
    
    Other income (expense), net
    
    $
    1
    
    
    $
    21
    
    
    $
    (49
    )
    
    $
    103Cross currency swap
    
    Other income (expense), net
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Foreign currency
forward contracts
    
    Other income (expense), net
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    1
    
    
    $
    21
    
    
    $
    (49
    )
    
    $
    103
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Net Investment Hedging Relationships
  Amount of Gain/(Loss) Recognized in OCI on DerivativesThree months ended
    
    
    Nine months endedMay 31,
    
    
    May 31,2010
    
    
    2009
    
    
    2010
    
    
    2009Foreign currency
forward contracts1
    
    $
    73
    
    
    $
    
    
    
    $
    424
    
    
    $
    533
 
 (1)
    
    Net of tax expense of $44 and $258 for the three and nine months
ended May 31, 2010.Net of tax expense of $326 for the nine months ended May 31, 2009.   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
    
    2010
    
    
    2009
    
    
    2010
    
    
    2009Foreign currency
forward contracts
    
    Other income (expense)
    
    $
    
    
    
    $
    (78
    )
    
    $
    
    
    
    $
    68
  - 13 -




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(9) Fair Value Measurements
   
    
    Level 1  Unadjusted quoted prices in active markets for identical assets or liabilities.
 
    
    Level 2  Significant observable pricing inputs other than quoted prices included within
Level 1 that are either directly or indirectly observable as of the reporting date.
Essentially, this represents inputs that are derived principally from or corroborated by
observable market data.
 
    
    Level 3  Generally unobservable inputs, which are developed based on the best
information available and may include the Companys own internal data.
  $ in thousands
    
    Level 1
    
    
    Level 2
    
    
    Level 3
    
    
    TotalCash and cash equivalents
    
    $
    83,509
    
    
    $
    
    
    
    $
    
    
    
    $
    83,509Derivative Assets
    
    
    
    
    
    
    117
    
    
    
    
    
    
    
    117Derivative Liabilities
    
    
    
    
    
    
    (1,002
    )
    
    
    
    
    
    
    (1,002
    )
  (10) Commitments and Contingencies
   - 14 -




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(11) Retirement Plan
  Three months ended
    
    
    Nine months endedMay 31,
    
    
    May 31,$ in thousands
    
    2010
    
    
    2009
    
    
    2010
    
    
    2009Net periodic benefit cost:Service cost
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    Interest cost
    
    
    88
    
    
    
    87
    
    
    
    263
    
    
    
    260Net amortization and deferral
    
    
    44
    
    
    
    44
    
    
    
    134
    
    
    
    131Total net periodic benefit cost
    
    $
    132
    
    
    $
    131
    
    
    $
    397
    
    
    $
    391
 (12) Warranties
   Three months endedMay 31,$ in thousands
    
    2010
    
    
    2009Warranties:Product warranty accrual balance, beginning of period
    
    $
    1,405
    
    
    $
    1,598Liabilities accrued for warranties during the period
    
    
    701
    
    
    
    778Warranty claims paid during the period
    
    
    (818
    )
    
    
    (689
    )Product warranty accrual balance, end of period
    
    $
    1,288
    
    
    $
    1,687
 Nine months endedMay 31,$ in thousands
    
    2010
    
    
    2009Warranties:Product warranty accrual balance, beginning of period
    
    $
    1,736
    
    
    $
    2,011Liabilities accrued for warranties during the period
    
    
    2,122
    
    
    
    2,164Warranty claims paid during the period
    
    
    (2,570
    )
    
    
    (2,488
    )Product warranty accrual balance, end of period
    
    $
    1,288
    
    
    $
    1,687
 (13) Industry Segment Information
    - 15 -




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Three months ended
    
    
    Nine months endedMay 31,
    
    
    May 31,$ in thousands
    
    2010
    
    
    2009
    
    
    2010
    
    
    2009Operating revenues:Irrigation
    
    $
    80,341
    
    
    $
    66,362
    
    
    $
    201,502
    
    
    $
    200,750Infrastructure
    
    
    19,732
    
    
    
    18,216
    
    
    
    69,737
    
    
    
    62,095Total operating revenues
    
    $
    100,073
    
    
    $
    84,578
    
    
    $
    271,239
    
    
    $
    262,845Operating income:Irrigation
    
    $
    14,386
    
    
    $
    10,603
    
    
    $
    33,158
    
    
    $
    28,098Infrastructure
    
    
    (937
    )
    
    
    210
    
    
    
    5,594
    
    
    
    219Segment operating income
    
    
    13,449
    
    
    
    10,813
    
    
    
    38,752
    
    
    
    28,317Unallocated general and administrative expenses
    
    
    (3,400
    )
    
    
    (3,276
    )
    
    
    (10,628
    )
    
    
    (9,433
    )Interest and other income, net
    
    
    (413
    )
    
    
    371
    
    
    
    (1,004
    )
    
    
    (1,661
    )Earnings before income taxes
    
    $
    9,636
    
    
    $
    7,908
    
    
    $
    27,120
    
    
    $
    17,223Total Capital Expenditures:Irrigation
    
    $
    1,562
    
    
    $
    702
    
    
    $
    2,104
    
    
    $
    4,673Infrastructure
    
    
    415
    
    
    
    270
    
    
    
    1,858
    
    
    
    1,475$
    1,977
    
    
    $
    972
    
    
    $
    3,962
    
    
    $
    6,148Total Depreciation and Amortization:Irrigation
    
    $
    1,665
    
    
    $
    1,079
    
    
    $
    3,886
    
    
    $
    3,330Infrastructure
    
    
    1,012
    
    
    
    1,527
    
    
    
    4,141
    
    
    
    4,587$
    2,677
    
    
    $
    2,606
    
    
    $
    8,027
    
    
    $
    7,917
 May 31,
    
    
    May 31,
    
    
    August 31,Total Assets:
    
    
    
    
    
    2010
    
    
    2009
    
    
    2009Irrigation
    
    
    
    
    
    $
    210,471
    
    
    $
    189,234
    
    
    $
    186,558Infrastructure
    
    
    
    
    
    
    104,008
    
    
    
    115,086
    
    
    
    121,339$
    314,479
    
    
    $
    304,320
    
    
    $
    307,897
  - 16 -




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(14) Share Based Compensation
    - 17 -




---



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




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Results of Operations
 For the Three Months ended May 31, 2010 compared to the Three Months ended May 31, 2009
  Three months ended
    
    
    PercentMay 31,
    
    
    Increase$ in thousands
    
    2010
    
    
    2009
    
    
    (Decrease)ConsolidatedOperating revenues
    
    $
    100,073
    
    
    $
    84,578
    
    
    
    18.3
    %Cost of operating revenues
    
    $
    74,818
    
    
    $
    63,509
    
    
    
    17.8
    %Gross profit
    
    $
    25,255
    
    
    $
    21,069
    
    
    
    19.9
    %Gross margin
    
    
    25.2
    %
    
    
    24.9
    %Operating expenses (1)
    
    $
    15,206
    
    
    $
    13,532
    
    
    
    12.4
    %Operating income
    
    $
    10,049
    
    
    $
    7,537
    
    
    
    33.3
    %Operating margin
    
    
    10.0
    %
    
    
    8.9
    %Interest expense
    
    $
    (474
    )
    
    $
    (465
    )
    
    
    1.9
    %Interest income
    
    $
    49
    
    
    $
    200
    
    
    
    (75.5
    )%Other income (expense), net
    
    $
    12
    
    
    $
    636
    
    
    
    (98.1
    )%Income tax provision
    
    $
    3,388
    
    
    $
    2,639
    
    
    
    28.4
    %Effective income tax rate
    
    
    35.2
    %
    
    
    33.4
    %Net earnings
    
    $
    6,248
    
    
    $
    5,269
    
    
    
    18.6
    %Irrigation Equipment SegmentSegment operating revenues
    
    $
    80,341
    
    
    $
    66,362
    
    
    
    21.1
    %Segment operating income (2)
    
    $
    14,386
    
    
    $
    10,603
    
    
    
    35.7
    %Segment operating margin (2)
    
    
    17.9
    %
    
    
    16.0
    %Infrastructure Products SegmentSegment operating revenues
    
    $
    19,732
    
    
    $
    18,216
    
    
    
    8.3
    %Segment operating income (loss) (2)
    
    $
    (937
    )
    
    $
    210
    
    
    
    546.2
    %Segment operating margin (2)
    
    
    (4.7
    )%
    
    
    1.2
    %
 (1)
    
    Includes $3.4 million and $3.3 million of unallocated general and administrative expenses for
the three months ended May 31, 2010 and 2009, respectively.(2)
    
    Excludes unallocated general and administrative expenses. Beginning in fiscal 2009,
segment-specific general and administrative expenses have been allocated to each of the Companys reporting segments. Prior
year disclosures have been modified accordingly. Revenues
    - 20 -




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




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For the Nine Months ended May 31, 2010 compared to the Nine Months ended May 31, 2009
 Nine months ended
    
    
    PercentMay 31,
    
    
    Increase$ in thousands
    
    2010
    
    
    2009
    
    
    (Decrease)ConsolidatedOperating revenues
    
    $
    271,239
    
    
    $
    262,845
    
    
    
    3.2
    %Cost of operating revenues
    
    $
    198,051
    
    
    $
    199,851
    
    
    
    (0.9
    )%Gross profit
    
    $
    73,188
    
    
    $
    62,994
    
    
    
    16.2
    %Gross margin
    
    
    27.0
    %
    
    
    24.0
    %Operating expenses (1)
    
    $
    45,064
    
    
    $
    44,110
    
    
    
    2.2
    %Operating income
    
    $
    28,124
    
    
    $
    18,884
    
    
    
    48.9
    %Operating margin
    
    
    10.4
    %
    
    
    7.2
    %Interest expense
    
    $
    (1,291
    )
    
    $
    (1,570
    )
    
    
    (17.8
    )%Interest income
    
    $
    215
    
    
    $
    741
    
    
    
    (71.0
    )%Other income (expense), net
    
    $
    72
    
    
    $
    (832
    )
    
    
    108.7
    %Income tax provision
    
    $
    8,217
    
    
    $
    5,482
    
    
    
    49.9
    %Effective income tax rate
    
    
    30.3
    %
    
    
    31.8
    %Net earnings
    
    $
    18,903
    
    
    $
    11,741
    
    
    
    61.0
    %Irrigation Equipment SegmentSegment operating revenues
    
    $
    201,502
    
    
    $
    200,750
    
    
    
    0.4
    %Segment operating income (2)
    
    $
    33,158
    
    
    $
    28,098
    
    
    
    18.0
    %Segment operating margin (2)
    
    
    16.5
    %
    
    
    14.0
    %Infrastructure Products SegmentSegment operating revenues
    
    $
    69,737
    
    
    $
    62,095
    
    
    
    12.3
    %Segment operating income (2)
    
    $
    5,594
    
    
    $
    219
    
    
    
    2454.3
    %Segment operating margin (2)
    
    
    8.0
    %
    
    
    0.4
    %
 (1)
    
    Includes $10.6 million and $9.4 million of unallocated general and administrative expenses
for the nine months ended May 31, 2010 and 2009, respectively.(2)
    
    Excludes unallocated general and administrative expenses. Beginning in fiscal 2009,
segment-specific general and administrative expenses have been allocated to each of the
Companys reporting segments. Prior year disclosures have been modified accordingly. Revenues
     - 22 -




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Gross Margin
  Operating Expenses
  Interest, Other Income (Expense), net
    Income Taxes
    Net Earnings
  Liquidity and Capital Resources
    - 23 -




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- 24 -




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Contractual Obligations and Commercial Commitments
  Market Conditions and Fiscal 2010 Outlook
      Recently Issued Accounting Pronouncements
  
 ITEM 3  Quantitative and Qualitative Disclosures About Market Risk
     - 25 -




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##### Table of Contents



ITEM 4  Controls and Procedures
   
 Part II  OTHER INFORMATION
 
 ITEM 1  Legal Proceedings
   - 26 -




---



##### Table of Contents



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




---



##### Table of Contents



ITEM 6  Exhibits
 3.1
    
    
    Restated Certificate of Incorporation of the Company, incorporated by reference
to Exhibit 3.1 to the Companys Current Report on Form 8-K filed on December 14, 2006.3.2
    
    
    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 2010 Long-Term Incentive Plan, approved by the Companys
stockholders on January 25, 2010, together with forms of award agreements31.1
    *
    
    Certification of Chief Executive Officer pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002 18 U.S.C. Section 1350.31.2
    *
    
    Certification of Chief Financial Officer pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002 18 U.S.C. Section 1350.32.1
    *
    
    Certification of Chief Executive Officer and Chief Financial Officer pursuant
to Section 906 of the Sarbanes-Oxley Act of 2002 18 U.S.C. Section 1350.
 *
    
      filed herein  - 28 -




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