UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(MARK ONE)
| x |
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended February 28, 2015
OR
| ¨ |
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Commission File Number 1-13419
Lindsay
Corporation
(Exact name of registrant as specified in its charter)
|
|
|
| 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)
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15 (d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨
Indicate by check mark
whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such
shorter period that the registrant was required to submit and post such
files). Yes x No ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See
the definitions of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act:
|
|
|
|
|
|
|
| Large accelerated filer |
|
x |
|
Accelerated filer |
|
¨ |
|
|
|
|
| Non-accelerated filer |
|
¨ (Do not check if smaller reporting company) |
|
Smaller reporting company |
|
¨ |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange
Act). Yes ¨ No x
As of March 20, 2015, 11,807,786 shares of the registrant’s common stock were outstanding.
Lindsay Corporation
INDEX FORM 10-Q
- 2
Part I – FINANCIAL INFORMATION
ITEM 1 – Financial Statements
Lindsay Corporation and Subsidiaries
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
Three months ended |
|
|
Six months ended |
|
| ($ and shares in thousands, except per share amounts) |
|
February 28,
2015 |
|
|
February 28,
2014 |
|
|
February 28,
2015 |
|
|
February 28,
2014 |
|
| Operating revenues |
|
$ |
141,089 |
|
|
$ |
152,804 |
|
|
$ |
275,934 |
|
|
$ |
300,475 |
|
| Cost of operating revenues |
|
|
101,533 |
|
|
|
110,132 |
|
|
|
199,464 |
|
|
|
217,652 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Gross profit |
|
|
39,556 |
|
|
|
42,672 |
|
|
|
76,470 |
|
|
|
82,823 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Operating expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Selling expense |
|
|
10,231 |
|
|
|
9,534 |
|
|
|
19,648 |
|
|
|
19,290 |
|
| General and administrative expense |
|
|
11,680 |
|
|
|
9,354 |
|
|
|
24,551 |
|
|
|
21,097 |
|
| Engineering and research expense |
|
|
3,109 |
|
|
|
2,871 |
|
|
|
5,833 |
|
|
|
5,531 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Total operating expenses |
|
|
25,020 |
|
|
|
21,759 |
|
|
|
50,032 |
|
|
|
45,918 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Operating income |
|
|
14,536 |
|
|
|
20,913 |
|
|
|
26,438 |
|
|
|
36,905 |
|
|
|
|
|
|
| Other income (expense): |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Interest expense |
|
|
(209 |
) |
|
|
(56 |
) |
|
|
(280 |
) |
|
|
(95 |
) |
| Interest income |
|
|
162 |
|
|
|
157 |
|
|
|
334 |
|
|
|
292 |
|
| Other expense, net |
|
|
(351 |
) |
|
|
(225 |
) |
|
|
(693 |
) |
|
|
(496 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Earnings before income taxes |
|
|
14,138 |
|
|
|
20,789 |
|
|
|
25,799 |
|
|
|
36,606 |
|
|
|
|
|
|
| Income tax expense |
|
|
5,143 |
|
|
|
7,339 |
|
|
|
9,236 |
|
|
|
12,922 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Net earnings |
|
$ |
8,995 |
|
|
$ |
13,450 |
|
|
$ |
16,563 |
|
|
$ |
23,684 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Earnings per share: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Basic |
|
$ |
0.75 |
|
|
$ |
1.04 |
|
|
$ |
1.37 |
|
|
$ |
1.84 |
|
| Diluted |
|
$ |
0.75 |
|
|
$ |
1.04 |
|
|
$ |
1.36 |
|
|
$ |
1.83 |
|
|
|
|
|
|
| Shares used in computing earnings per share: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Basic |
|
|
11,982 |
|
|
|
12,910 |
|
|
|
12,103 |
|
|
|
12,899 |
|
| Diluted |
|
|
12,008 |
|
|
|
12,942 |
|
|
|
12,141 |
|
|
|
12,947 |
|
|
|
|
|
|
| Cash dividends declared per share |
|
$ |
0.270 |
|
|
$ |
0.260 |
|
|
$ |
0.540 |
|
|
$ |
0.390 |
|
The accompanying notes are an integral part of the condensed consolidated financial statements.
- 3
Lindsay Corporation and Subsidiaries
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(Unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
Three months ended |
|
|
Six months ended |
|
| ($ in thousands) |
|
February 28,
2015 |
|
|
February 28,
2014 |
|
|
February 28,
2015 |
|
|
February 28,
2014 |
|
| Net earnings |
|
$ |
8,995 |
|
|
$ |
13,450 |
|
|
$ |
16,563 |
|
|
$ |
23,684 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Other comprehensive income (loss): |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Defined benefit pension plan adjustment, net of tax |
|
|
32 |
|
|
|
28 |
|
|
|
64 |
|
|
|
56 |
|
| Foreign currency translation adjustment, net of hedging activities and tax |
|
|
(4,298 |
) |
|
|
(25 |
) |
|
|
(8,271 |
) |
|
|
852 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Total other comprehensive (loss) income, net of tax expense (benefit) of $1,181, ($237), $1,737 and ($595) |
|
|
(4,266 |
) |
|
|
3 |
|
|
|
(8,207 |
) |
|
|
908 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Total comprehensive income |
|
$ |
4,729 |
|
|
$ |
13,453 |
|
|
$ |
8,356 |
|
|
$ |
24,592 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The accompanying notes are an integral part of the condensed consolidated financial statements.
- 4
Lindsay Corporation and Subsidiaries
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
| ($ and shares in thousands, except par values) |
|
February 28,
2015 |
|
|
February 28,
2014 |
|
|
August 31,
2014 |
|
| ASSETS |
|
|
|
|
|
|
|
|
|
|
|
|
| Current Assets: |
|
|
|
|
|
|
|
|
|
|
|
|
| Cash and cash equivalents |
|
$ |
167,165 |
|
|
$ |
165,509 |
|
|
$ |
171,842 |
|
| Receivables, net of allowance of $2,517, $3,520, and $2,857, respectively |
|
|
93,293 |
|
|
|
111,211 |
|
|
|
94,135 |
|
| Inventories, net |
|
|
82,263 |
|
|
|
80,994 |
|
|
|
71,696 |
|
| Deferred income taxes |
|
|
16,224 |
|
|
|
13,916 |
|
|
|
17,714 |
|
| Other current assets |
|
|
21,936 |
|
|
|
18,216 |
|
|
|
18,671 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Total current assets |
|
|
380,881 |
|
|
|
389,846 |
|
|
|
374,058 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Property, plant and equipment: |
|
|
|
|
|
|
|
|
|
|
|
|
| Cost |
|
|
175,538 |
|
|
|
158,948 |
|
|
|
169,696 |
|
| Less accumulated depreciation |
|
|
(99,875 |
) |
|
|
(93,502 |
) |
|
|
(97,239 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
| Property, plant and equipment, net |
|
|
75,663 |
|
|
|
65,446 |
|
|
|
72,457 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Intangibles, net |
|
|
53,900 |
|
|
|
34,084 |
|
|
|
31,980 |
|
| Goodwill |
|
|
74,808 |
|
|
|
37,282 |
|
|
|
37,021 |
|
| Other noncurrent assets, net of allowance of $2,007, $0, and $2,000, respectively |
|
|
13,528 |
|
|
|
3,961 |
|
|
|
11,035 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Total assets |
|
$ |
598,780 |
|
|
$ |
530,619 |
|
|
$ |
526,551 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| LIABILITIES AND SHAREHOLDERS’ EQUITY |
|
|
|
|
|
|
|
|
|
|
|
|
| Current Liabilities: |
|
|
|
|
|
|
|
|
|
|
|
|
| Accounts payable |
|
$ |
50,293 |
|
|
$ |
53,954 |
|
|
$ |
42,424 |
|
| Other current liabilities |
|
|
59,030 |
|
|
|
54,204 |
|
|
|
73,943 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Total current liabilities |
|
|
109,323 |
|
|
|
108,158 |
|
|
|
116,367 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Pension benefits liabilities |
|
|
6,460 |
|
|
|
6,202 |
|
|
|
6,600 |
|
| Long-term debt |
|
|
117,270 |
|
|
|
— |
|
|
|
— |
|
| Deferred income taxes |
|
|
20,940 |
|
|
|
13,975 |
|
|
|
12,992 |
|
| Other noncurrent liabilities |
|
|
8,846 |
|
|
|
7,590 |
|
|
|
7,945 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Total liabilities |
|
|
262,839 |
|
|
|
135,925 |
|
|
|
143,904 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Shareholders’ Equity: |
|
|
|
|
|
|
|
|
|
|
|
|
| Preferred stock of $1 par value - Authorized 2,000 shares; no shares issued and outstanding |
|
|
— |
|
|
|
— |
|
|
|
— |
|
| Common stock of $1 par value - authorized 25,000 shares; 18,675, 18,633, and 18,636 shares issued at February 28, 2015 and 2014
and August 31, 2014, respectively |
|
|
18,675 |
|
|
|
18,633 |
|
|
|
18,636 |
|
| Capital in excess of stated value |
|
|
53,618 |
|
|
|
50,794 |
|
|
|
52,866 |
|
| Retained earnings |
|
|
455,439 |
|
|
|
424,241 |
|
|
|
445,366 |
|
| Less treasury stock - at cost, 6,802, 5,777, and 6,196 shares at February 28, 2015 and 2014 and August 31, 2014,
respectively |
|
|
(181,383 |
) |
|
|
(97,566 |
) |
|
|
(132,020 |
) |
| Accumulated other comprehensive loss, net |
|
|
(10,408 |
) |
|
|
(1,408 |
) |
|
|
(2,201 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
| Total shareholders’ equity |
|
|
335,941 |
|
|
|
394,694 |
|
|
|
382,647 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Total liabilities and shareholders’ equity |
|
$ |
598,780 |
|
|
$ |
530,619 |
|
|
$ |
526,551 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The accompanying notes are an integral part of the condensed consolidated financial statements.
- 5
Lindsay Corporation and Subsidiaries
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
|
|
|
|
|
|
|
|
|
| |
|
Six months ended |
|
| ($ in thousands) |
|
February 28,
2015 |
|
|
February 28,
2014 |
|
| CASH FLOWS FROM OPERATING ACTIVITIES: |
|
|
|
|
|
|
|
|
| Net earnings |
|
$ |
16,563 |
|
|
$ |
23,684 |
|
| Adjustments to reconcile net earnings to net cash provided by operating activities: |
|
|
|
|
|
|
|
|
| Depreciation and amortization |
|
|
8,017 |
|
|
|
7,384 |
|
| Asset impairment |
|
|
270 |
|
|
|
— |
|
| Provision for uncollectible accounts receivable |
|
|
418 |
|
|
|
618 |
|
| Deferred income taxes |
|
|
28 |
|
|
|
(2,696 |
) |
| Share-based compensation expense |
|
|
2,051 |
|
|
|
2,191 |
|
| Other, net |
|
|
3,381 |
|
|
|
250 |
|
| Changes in assets and liabilities: |
|
|
|
|
|
|
|
|
| Receivables |
|
|
(4,439 |
) |
|
|
9,010 |
|
| Inventories |
|
|
(3,583 |
) |
|
|
(12,192 |
) |
| Other current assets |
|
|
(2,647 |
) |
|
|
(2,400 |
) |
| Accounts payable |
|
|
9,778 |
|
|
|
11,422 |
|
| Other current liabilities |
|
|
(8,744 |
) |
|
|
(5,410 |
) |
| Current income taxes payable |
|
|
(6,987 |
) |
|
|
(168 |
) |
| Other noncurrent assets and liabilities |
|
|
1,478 |
|
|
|
754 |
|
|
|
|
|
|
|
|
|
|
| Net cash provided by operating activities |
|
|
15,584 |
|
|
|
32,447 |
|
|
|
|
|
|
|
|
|
|
| CASH FLOWS FROM INVESTING ACTIVITIES: |
|
|
|
|
|
|
|
|
| Purchases of property, plant and equipment |
|
|
(6,576 |
) |
|
|
(5,353 |
) |
| Acquisition of business, net of cash acquired |
|
|
(67,176 |
) |
|
|
— |
|
| Proceeds from settlement of net investment hedges |
|
|
3,310 |
|
|
|
280 |
|
| Payments for settlement of net investment hedges |
|
|
(329 |
) |
|
|
(1,846 |
) |
| Other investing activities, net |
|
|
(2,554 |
) |
|
|
35 |
|
|
|
|
|
|
|
|
|
|
| Net cash used in investing activities |
|
|
(73,325 |
) |
|
|
(6,884 |
) |
|
|
|
|
|
|
|
|
|
| CASH FLOWS FROM FINANCING ACTIVITIES: |
|
|
|
|
|
|
|
|
| Proceeds from exercise of stock options |
|
|
66 |
|
|
|
371 |
|
| Common stock withheld for payroll tax withholdings |
|
|
(1,703 |
) |
|
|
(2,027 |
) |
| Proceeds from issuance of long-term debt |
|
|
115,000 |
|
|
|
— |
|
| Principal payments on long-term debt |
|
|
(16 |
) |
|
|
— |
|
| Issuance costs related to debt |
|
|
(679 |
) |
|
|
— |
|
| Excess tax benefits from share-based compensation |
|
|
510 |
|
|
|
695 |
|
| Repurchase of common shares |
|
|
(49,363 |
) |
|
|
(6,605 |
) |
| Dividends paid |
|
|
(6,490 |
) |
|
|
(5,023 |
) |
|
|
|
|
|
|
|
|
|
| Net cash provided by (used in) financing activities |
|
|
57,325 |
|
|
|
(12,589 |
) |
|
|
|
|
|
|
|
|
|
| Effect of exchange rate changes on cash and cash equivalents |
|
|
(4,261 |
) |
|
|
608 |
|
|
|
|
|
|
|
|
|
|
| Net change in cash and cash equivalents |
|
|
(4,677 |
) |
|
|
13,582 |
|
| Cash and cash equivalents, beginning of period |
|
|
171,842 |
|
|
|
151,927 |
|
|
|
|
|
|
|
|
|
|
| Cash and cash equivalents, end of period |
|
$ |
167,165 |
|
|
$ |
165,509 |
|
|
|
|
|
|
|
|
|
|
The accompanying notes are an integral part of the condensed consolidated financial statements.
- 6
Lindsay Corporation and Subsidiaries
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Note 1 – Condensed Consolidated Financial Statements
The condensed consolidated financial statements are presented in accordance with the rules and regulations of the Securities and Exchange
Commission (“SEC”) and do not include all of the disclosures normally required by U.S. generally accepted accounting principles (“U.S. GAAP”) as contained in Lindsay Corporation’s (the “Company”) Annual Report on
Form 10-K. Accordingly, these condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in the Company’s most recent Annual Report on Form 10-K for the fiscal
year ended August 31, 2014.
In the opinion of management, the condensed consolidated financial statements of the Company reflect all adjustments
(consisting of normal recurring accruals) necessary to present fairly the financial position and the results of operations and cash flows for the periods presented. The results for interim periods are not necessarily indicative of trends or results
expected by the Company for a full year. The condensed consolidated financial statements were prepared using U.S. GAAP. These principles require us to make estimates and assumptions that affect the reported amounts of assets and liabilities, the
disclosure of contingent assets and liabilities and the reported amounts of revenues and expenses. Actual results could differ from these estimates.
Note 2 – New Accounting Pronouncements
In May 2014, the Financial Accounting Standards Board issued Accounting Standards Update No. 2014-09, Revenue from Contracts with
Customers (the “ASU”). The ASU provides a single model for revenue arising from contracts with customers and supersedes current revenue recognition guidance. The ASU requires an entity to recognize the amount of revenue to which it
expects to be entitled for the transfer of goods or services. The ASU will replace existing revenue recognition guidance in U.S. GAAP when it becomes effective. The effective date for the ASU will be the first quarter of fiscal year 2018. Early
adoption is not permitted. The guidance permits companies to either apply the requirements retrospectively to all prior periods presented, or apply the requirements in the year of adoption, through a cumulative adjustment. The Company is currently
evaluating the impact the adoption will have on its condensed consolidated financial statements and related disclosures. The Company has not yet selected a transition method, nor has it determined the effect of the ASU on its ongoing financial
reporting.
Note 3 – Net Earnings per Share
The following table shows the computation of basic and diluted net earnings per share for the three and six months ended February 28,
2015 and 2014:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
Three months ended |
|
|
Six months ended |
|
| ($ and shares in thousands, except per share amounts) |
|
February 28,
2015 |
|
|
February 28,
2014 |
|
|
February 28,
2015 |
|
|
February 28,
2014 |
|
| Numerator: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Net earnings |
|
$ |
8,995 |
|
|
$ |
13,450 |
|
|
$ |
16,563 |
|
|
$ |
23,684 |
|
| Denominator: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Weighted average shares outstanding |
|
|
11,982 |
|
|
|
12,910 |
|
|
|
12,103 |
|
|
|
12,899 |
|
| Diluted effect of stock awards |
|
|
26 |
|
|
|
32 |
|
|
|
38 |
|
|
|
48 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Weighted average shares outstanding assuming dilution |
|
|
12,008 |
|
|
|
12,942 |
|
|
|
12,141 |
|
|
|
12,947 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Basic net earnings per share |
|
$ |
0.75 |
|
|
$ |
1.04 |
|
|
$ |
1.37 |
|
|
$ |
1.84 |
|
| Diluted net earnings per share |
|
$ |
0.75 |
|
|
$ |
1.04 |
|
|
$ |
1.36 |
|
|
$ |
1.83 |
|
Certain stock options and restricted stock units were excluded from the computation of diluted net earnings per share because
their effect would have been anti-dilutive. Performance stock units are excluded from the calculation of dilutive potential common shares until the threshold performance conditions have been satisfied. The following table shows the securities
excluded from the computation of earnings per share because their effect would have been anti-dilutive:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
Three months ended
February 28, |
|
|
Six months ended
February 28, |
|
| Units and options in thousands |
|
2015 |
|
|
2014 |
|
|
2015 |
|
|
2014 |
|
| Restricted stock units |
|
|
2 |
|
|
|
2 |
|
|
|
6 |
|
|
|
6 |
|
| Stock options |
|
|
50 |
|
|
|
47 |
|
|
|
54 |
|
|
|
40 |
|
- 7
Note 4 – Acquisitions
On January 22, 2015, the Company completed a merger in which Elecsys Corporation, a provider of machine-to-machine (M2M) technology
solutions and custom electronic systems (formerly NASDAQ: ESYS) (“Elecsys”), was merged with a wholly-owned subsidiary of the Company. The Company paid $17.50 per share of Elecsys common stock outstanding (including cashing out of Elecsys
equity compensation awards) for total merger cash consideration of $67.2 million, net of cash acquired of $3.4 million.
The Elecsys business capabilities
will facilitate the Company’s development of efficient solutions for irrigation and other water uses as well as adjacent product lines and technologies. As part of the integration of Elecsys with the Company’s irrigation business, the
Company is closing the Digitec, Inc. manufacturing facility in Milford, Nebraska and consolidating the electronics manufacturing operations with Elecsys. For the three and six months ended February 28, 2015, the Company incurred
acquisition-related costs (including transaction and integration expenses) of $1.0 million and $1.5 million, respectively, which were included in general and administrative expenses on the condensed consolidated statement of operations.
The allocation of the consideration among the Elecsys assets acquired and liabilities assumed is considered preliminary because the appraisals of the
identifiable assets acquired and liabilities assumed, including loss contingencies for shareholder litigation and tax liabilities remain open. The following table summarizes the merger consideration paid for Elecsys and the preliminary allocation of
fair value of the assets acquired and liabilities assumed at the acquisition date.
|
|
|
|
|
| $ in thousands |
|
Amount |
|
| Cash and cash equivalents |
|
$ |
3,401 |
|
| Receivables |
|
|
2,006 |
|
| Inventories |
|
|
8,467 |
|
| Other current assets |
|
|
1,527 |
|
| Property and equipment |
|
|
6,457 |
|
| Intangible assets |
|
|
24,850 |
|
| Goodwill |
|
|
38,791 |
|
| Other long-term assets |
|
|
41 |
|
| Accounts payable and accrued liabilities |
|
|
(2,762 |
) |
| Current and long-term debt |
|
|
(2,478 |
) |
| Other long-term liabilities |
|
|
(9,723 |
) |
|
|
|
|
|
| Total cash consideration |
|
|
70,577 |
|
| Less cash acquired |
|
|
(3,401 |
) |
|
|
|
|
|
| Total cash consideration, net of cash acquired |
|
|
67,176 |
|
| Add current and long-term debt assumed |
|
|
2,478 |
|
|
|
|
|
|
| Total purchase price |
|
$ |
69,654 |
|
|
|
|
|
|
The following table summarizes the identifiable intangible assets at fair value.
|
|
|
|
|
|
|
|
|
| $ in thousands |
|
Weighted Average Useful
Life in Years |
|
|
Fair Value of Identifiable
Asset |
|
| Intangible assets: |
|
|
|
|
|
|
|
|
| Customer relationships |
|
|
11.5 |
|
|
$ |
13,570 |
|
| Tradenames |
|
|
19.7 |
|
|
|
6,030 |
|
| Developed technology (proprietary) |
|
|
14.7 |
|
|
|
4,420 |
|
| Non-compete agreements |
|
|
4.5 |
|
|
|
430 |
|
| Backlog |
|
|
0.4 |
|
|
|
400 |
|
|
|
|
|
|
|
|
|
|
| Total intangible assets |
|
|
13.7 |
|
|
$ |
24,850 |
|
|
|
|
|
|
|
|
|
|
Goodwill related to the acquisition of Elecsys primarily relates to intangible assets that do not qualify for separate
recognition, including the experience and knowledge of Elecsys management, its assembled workforce, and its intellectual capital and specialization with M2M communication technology solutions, data acquisition and management systems, and custom
electronic equipment. Goodwill recorded in connection with this acquisition is included in the irrigation reporting segment and is non-deductible for income tax purposes. Pro forma information related to this acquisition was not included because the
impact on the Company’s consolidated financial statements was not considered to be material.
- 8
Note 5 – Income Taxes
It is the Company’s policy to report income tax expense for interim periods using an estimated annual effective income tax
rate. However, the tax effects of significant or unusual items are not considered in the estimated annual effective income tax rate. The tax effects of such discrete events are recognized in the interim period in which the events
occur. The Company recorded no material discrete items for the three and six months ended February 28, 2015 and 2014.
The Company recorded
income tax expense of $5.1 million and $7.3 million for the three months ended February 28, 2015 and 2014, respectively. The Company recorded income tax expense of $9.2 million and $12.9 million for the six months ended February 28, 2015
and 2014, respectively. The estimated annual effective income tax rate was 35.8 percent and 35.3 percent for the year-to-date periods ended February 28, 2015 and 2014, respectively. The increase in the estimated annual effective income tax rate
from February 2014 to February 2015 primarily relates to incremental increases in taxes due to the earnings mix among jurisdictions.
Note 6 – Inventories
Inventories consisted of the following as of February 28, 2015, February 28, 2014 and August 31, 2014:
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
February 28, |
|
|
February 28, |
|
|
August 31, |
|
| ($ in thousands) |
|
2015 |
|
|
2014 |
|
|
2014 |
|
| Raw materials and supplies |
|
$ |
24,724 |
|
|
$ |
19,614 |
|
|
$ |
19,953 |
|
| Work in process |
|
|
7,421 |
|
|
|
7,722 |
|
|
|
9,990 |
|
| Finished goods and purchased parts |
|
|
57,472 |
|
|
|
59,928 |
|
|
|
48,300 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Total inventory value before LIFO adjustment |
|
|
89,617 |
|
|
|
87,264 |
|
|
|
78,243 |
|
| Less adjustment to LIFO value |
|
|
(7,354 |
) |
|
|
(6,270 |
) |
|
|
(6,547 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
| Inventories, net |
|
$ |
82,263 |
|
|
$ |
80,994 |
|
|
$ |
71,696 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Note 7 – Credit Arrangements
Senior Notes
On February 19,
2015, the Company issued $115.0 million in aggregate principal amount of its unsecured 3.82 percent Senior Notes, Series A, entirely due and payable on February 19, 2030 (the “Senior Notes”). Borrowings under the Senior Notes are
unsecured and have equal priority with borrowings under the Company’s other senior unsecured indebtedness, including its Amended Credit Agreement and Rabobank Credit Facility described below. Interest is payable semi-annually at an annual rate
of 3.82 percent. The Company intends to use the proceeds of the sale of the Senior Notes for general corporate purposes, including for acquisitions, dividends and share repurchases.
Amended Credit Agreement
On February 18, 2015, the
Company entered into a $50 million unsecured Amended and Restated Revolving Credit Agreement (the “Amended Credit Agreement”), with Wells Fargo Bank, National Association (the “Bank”). The Amended Credit Agreement amends and
restates the Revolving Credit Agreement, dated January 24, 2008, and last amended on January 22, 2014. The Company intends to use borrowings under the Amended Credit Agreement for working capital purposes and to fund acquisitions. At
February 28, 2015 and 2014, the Company had no outstanding borrowings under the Amended Credit Agreement or the Revolving Credit Facility, respectively. The amount of borrowings available at any time under the Amended Credit Agreement is
reduced by the amount of standby letters of credit then outstanding. At February 28, 2015, the Company had the ability to borrow up to $44.0 million under this facility, after consideration of outstanding standby letters of credit of $6.0
million. Borrowings under the Amended Credit Agreement bear interest at a variable rate equal to LIBOR plus 90 basis points (1.07 percent at February 28, 2015), subject to adjustment as set forth in the Amended Credit Agreement. Interest is
paid on a monthly to quarterly basis depending on loan type. The Company also pays an annual commitment fee of 0.25 percent on the unused portion of the Amended Credit Agreement. Borrowings under the Amended Credit Agreement will be unsecured and
have equal priority with borrowings under the Company’s other senior unsecured indebtedness, including the Senior Notes and its Rabobank Credit Facility. Unpaid principal and interest is due by February 18, 2018.
- 9
Rabobank Credit Facility
The Company’s wholly-owned subsidiary, Lindsay International Holdings B.V., has an unsecured $5.0 million Credit Facility Agreement with Coöperatieve
Centrale Raiffeisen-Boerenleenbank B.A. (“Rabobank”), which was entered into on August 22, 2014 (the “Rabobank Credit Facility”). The borrowings from the Rabobank Credit Facility may be used primarily for working capital
purposes and funding acquisitions. Borrowings under the Rabobank Credit Facility will be unsecured and have equal priority with borrowings under the Company’s other senior unsecured indebtedness, including the Senior Notes and its Amended
Credit Facility. There were no borrowings outstanding under the Rabobank Credit Facility at February 28, 2015. Borrowings under the Rabobank Credit Facility bear interest at a variable rate equal to LIBOR plus 115 basis points (1.32 percent at
February 28, 2015). The Company also pays an annual commitment fee of 0.25 percent on the unused portion of the Rabobank Credit Facility. Unpaid principal and interest is due by August 21, 2015.
Each of the agreements above contains certain covenants relating primarily to the Company’s financial condition. These financial covenants include a
funded debt to EBITDA leverage ratio and an interest coverage ratio. Upon the occurrence of any event of default of these covenants, including a change in control of the Company, all amounts outstanding thereunder may be declared to be immediately
due and payable. At February 28, 2015 and 2014 and August 31, 2014, the Company was in compliance with all financial loan covenants contained in its credit agreements in place as of each of those dates.
Elecsys Series 2006A Bonds
The Company’s
wholly-owned subsidiary, Elecsys Corporation (See Note 4) has outstanding $2.5 million in principal amount of industrial revenue bonds that were issued in 2006 (the “Series 2006A Bonds”). Principal and interest on the Series 2006A Bonds
are payable monthly through maturity on September 1, 2026. The interest rate is adjustable based on the yield of the 5-year United States Treasury Notes, plus 0.45 percent (1.95 percent as of February 28, 2015). The obligations under the
Series 2006A Bonds are secured by a first priority security interest in certain real estate.
Long-term debt consists of the following:
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
February 28, |
|
|
February 28, |
|
|
August 31, |
|
| ($ in thousands) |
|
2015 |
|
|
2014 |
|
|
2014 |
|
| Senior Notes |
|
$ |
115,000 |
|
|
$ |
— |
|
|
$ |
— |
|
| Elecsys Series A Bonds |
|
|
2,462 |
|
|
|
— |
|
|
|
— |
|
| Rabobank Credit Facility |
|
|
— |
|
|
|
— |
|
|
|
— |
|
| Credit Facility Agreement |
|
|
— |
|
|
|
— |
|
|
|
— |
|
| Less current portion |
|
|
(192 |
) |
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Total long-term debt |
|
$ |
117,270 |
|
|
$ |
— |
|
|
$ |
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Principal payments due on the long-term debt are as follows:
|
|
|
|
|
| Due within: |
|
$ in thousands |
|
| 1 year |
|
$ |
192 |
|
| 2 years |
|
|
193 |
|
| 3 years |
|
|
197 |
|
| 4 years |
|
|
201 |
|
| 5 years |
|
|
205 |
|
| Thereafter |
|
|
116,474 |
|
|
|
|
|
|
|
|
$ |
117,462 |
|
|
|
|
|
|
- 10
Note 8 – Financial Derivatives
The Company uses certain financial derivatives to mitigate its exposure to volatility in foreign currency exchange rates. The Company uses
these derivative instruments to hedge exposures in the ordinary course of business and does not invest in derivative instruments for speculative purposes. The Company manages market and credit risks associated with its derivative instruments by
establishing and monitoring limits as to the types and degree of risk that may be undertaken, and by entering into transactions with high-quality counterparties. As of February 28, 2015, the Company’s derivative counterparty had investment
grade credit ratings. Financial derivatives consist of the following:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
Fair Values of Derivative Instruments |
|
| |
|
Asset (Liability) |
|
| |
|
|
|
February 28, |
|
|
February 28, |
|
|
August 31, |
|
| ($ in thousands) |
|
Balance Sheet Classification |
|
2015 |
|
|
2014 |
|
|
2014 |
|
| Derivatives designated as hedging instruments: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Foreign currency forward contracts |
|
Other current assets |
|
$ |
3,230 |
|
|
$ |
59 |
|
|
$ |
900 |
|
| Foreign currency forward contracts |
|
Other current liabilities |
|
|
(278 |
) |
|
|
(172 |
) |
|
|
(240 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Total derivatives designated as hedging instruments |
|
|
|
$ |
2,952 |
|
|
$ |
(113 |
) |
|
$ |
660 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Derivatives not designated as hedging instruments: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Foreign currency forward contracts |
|
Other current assets |
|
$ |
181 |
|
|
$ |
— |
|
|
$ |
— |
|
| Foreign currency forward contracts |
|
Other current liabilities |
|
|
(115 |
) |
|
|
(106 |
) |
|
|
(160 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Total derivatives not designated as hedging instruments |
|
|
|
$ |
66 |
|
|
$ |
(106 |
) |
|
$ |
(160 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accumulated other comprehensive income included realized and unrealized after-tax gains of $5.2 million, $1.1 million and $2.0
million at February 28, 2015 and 2014 and August 31, 2014, respectively, related to derivative contracts designated as hedging instruments.
Net Investment Hedging Relationships
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
Amount of Gain/(Loss) Recognized
in OCI on Derivatives |
|
| |
|
Three months ended |
|
|
Six months ended |
|
| |
|
February 28, |
|
|
February 28, |
|
|
February 28, |
|
|
February 28, |
|
| ($ in thousands) |
|
2015 |
|
|
2014 |
|
|
2015 |
|
|
2014 |
|
| Foreign currency forward contracts, net of tax expense (benefit) of $1,315, ($196), $2,048 and ($599) |
|
$ |
2,068 |
|
|
$ |
(245 |
) |
|
$ |
3,213 |
|
|
$ |
(940 |
) |
For the three months ended February 28, 2015 and 2014, the Company settled foreign currency forward contracts resulting
in an after-tax net gain (loss) of $0.9 million and ($0.4 million), which were included in other comprehensive income as part of a currency translation adjustment. For the six months ended February 28, 2015 and 2014, the Company settled foreign
currency forward contracts resulting in an after-tax net gain (loss) of $1.8 million and ($0.9 million), which were included in other comprehensive income as part of a currency translation adjustment. There were no amounts recorded in the condensed
consolidated statement of operations related to ineffectiveness of foreign currency forward contracts related to net investment hedges for the three and six months ended February 28, 2015 and 2014.
At February 28, 2015 and 2014 and August 31, 2014, the Company had outstanding Euro foreign currency forward contracts to sell 29.0 million
Euro, 28.9 million Euro and 28.9 million Euro, respectively, at fixed prices to settle during the next fiscal quarter. At February 28, 2015 and 2014 and August 31, 2014, the Company had an outstanding South African Rand foreign
currency forward contract to sell 43.0 million South African Rand at fixed prices to settle during the next fiscal quarter. The Company’s foreign currency forward contracts qualify as hedges of a net investment in foreign operations.
Derivatives Not Designated as Hedging Instruments
For
derivative contracts in which the Company does not elect hedge accounting treatment, the Company carries the derivative at its fair value in the condensed consolidated balance sheet and recognizes any subsequent changes in its fair value through
earnings in the condensed consolidated statement of operations. The Company generally does not elect hedge accounting treatment for derivative contracts related to future settlements of foreign denominated intercompany receivables and payables. At
February 28, 2015 and 2014 and August 31, 2014, the Company had $5.8 million, $5.2 million and $4.9 million respectively, of U.S. dollar equivalent of foreign currency forward contracts outstanding that are not designated as hedging
instruments.
- 11
Note 9 – Fair Value Measurements
The following table presents the Company’s financial assets and liabilities measured at fair value based upon the level within the fair
value hierarchy in which the fair value measurements fall, as of February 28, 2015 and 2014 and August 31, 2014, respectively. There were no transfers between any levels for the periods presented.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
February 28, 2015 |
|
| ($ in thousands) |
|
Level 1 |
|
|
Level 2 |
|
|
Level 3 |
|
|
Total |
|
| Cash and cash equivalents |
|
$ |
167,165 |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
167,165 |
|
| Derivative assets |
|
|
— |
|
|
|
3,411 |
|
|
|
— |
|
|
|
3,411 |
|
| Derivative liabilities |
|
|
— |
|
|
|
(393 |
) |
|
|
— |
|
|
|
(393 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
February 28, 2014 |
|
| ($ in thousands) |
|
Level 1 |
|
|
Level 2 |
|
|
Level 3 |
|
|
Total |
|
| Cash and cash equivalents |
|
$ |
165,509 |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
165,509 |
|
| Derivative assets |
|
|
— |
|
|
|
59 |
|
|
|
— |
|
|
|
59 |
|
| Derivative liabilities |
|
|
— |
|
|
|
(278 |
) |
|
|
— |
|
|
|
(278 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
August 31, 2014 |
|
| ($ in thousands) |
|
Level 1 |
|
|
Level 2 |
|
|
Level 3 |
|
|
Total |
|
| Cash and cash equivalents |
|
$ |
171,842 |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
171,842 |
|
| Derivative assets |
|
|
— |
|
|
|
900 |
|
|
|
— |
|
|
|
900 |
|
| Derivative liabilities |
|
|
— |
|
|
|
(400 |
) |
|
|
— |
|
|
|
(400 |
) |
As part of the integration of Elecsys with the Company’s irrigation business, the Company is closing the Digitec, Inc.
manufacturing facility in Milford, Nebraska and consolidating the electronics manufacturing operations with Elecsys. For the three and six months ended February 28, 2015, the Company incurred charges of $0.3 million on the discontinuance of the
Digitec trade name and $0.2 million on the abandonment of certain Digitec fixed assets.
There were no required fair value adjustments for assets and
liabilities measured at fair value on a non-recurring basis for the three and six months ended February 28, 2014.
Note 10 – Commitments and Contingencies
In the ordinary course of its business operations, the Company is involved, from time to time, in commercial litigation, employment
disputes, administrative proceedings and other legal proceedings. The Company has established accruals for certain proceedings based on an assessment of probability of loss. The Company believes that any potential loss in excess of the amounts
accrued would not have a material effect on the business or its condensed consolidated financial statements. Such proceedings are exclusive of environmental remediation matters which are discussed separately below.
Environmental Remediation
In 1992, the Company entered
into a consent decree with the U.S. Environmental Protection Agency (the “EPA”) in which the Company committed to remediate environmental contamination of the groundwater that was discovered in 1982 through 1990 at and adjacent to its
Lindsay, Nebraska facility (the “site”). The site was added to the EPA’s list of priority superfund sites in 1989. Between 1993 and 1995, remediation plans for the site were approved by the EPA and fully implemented by the Company.
Since 1998, the primary remaining contamination at the site has been the presence of volatile organic compounds in the soil and groundwater. To date, the remediation process has consisted primarily of drilling wells into the aquifer and pumping
water to the surface to allow these contaminants to be removed by aeration.
In fiscal 2012, the Company undertook an investigation to assess further
potential site remediation and containment actions. In connection with the receipt of preliminary results of this investigation and other evaluations, the Company estimated that it would incur $7.2 million in remediation of source area contamination
and operating costs and accrued that undiscounted amount. The EPA has not approved the Company’s remediation plan.
In addition to the source area
noted above, the Company has determined that volatile organic compounds also exist under one of the manufacturing buildings on the site. Due to the location, the Company has not yet determined the extent of these compounds or the extent to which
they are contributing to groundwater contamination. Based on the current stage of discussions with the EPA and the uncertainty of the remediation actions that may be required with respect to this affected area, if any, the Company believes that
meaningful estimates of costs or range of costs cannot currently be made and accordingly have not been accrued.
- 12
In fiscal 2013, the Company and the EPA conducted a periodic five-year review of the status of the remediation of
the contamination of the site. During a meeting with the EPA in December 2014, the EPA requested that the Company prepare a feasibility study related to the site, which resulted in a revision to the Company’s remediation timeline. In November
2014, the Company accrued $1.5 million of incremental operating costs to reflect its updated timeline of when an approved remediation plan could begin. The Company now intends to complete its current investigation of the soil and groundwater on the
site during calendar 2015. In connection with the development of the feasibility study, the Company will assess revisions to its remediation plan and expects to meet with the EPA in the first half of calendar 2016 to determine how to proceed.
The Company accrues the anticipated cost of investigation and remediation when the obligation is probable and can be reasonably estimated. Although the
Company has accrued all reasonably estimable costs associated with the site, it anticipates there could be revisions to the current remediation plan as well as additional testing and environmental monitoring as part of the Company’s ongoing
discussions with the EPA regarding the development and implementation of the remedial action plans. Any revisions could be material to the operating results of any fiscal quarter or fiscal year. The Company does not expect such additional expenses
would have a material adverse effect on its liquidity or financial condition.
The following table summarizes the undiscounted environmental remediation
liability classifications included in the balance sheet as of February 28, 2015 and 2014 and August 31, 2014:
|
|
|
|
|
|
|
|
|
|
|
|
|
| Environmental Remediation Liabilities |
|
| ($ in thousands) |
|
February 28, |
|
|
February 28, |
|
|
August 31, |
|
| Balance Sheet Classification |
|
2015 |
|
|
2014 |
|
|
2014 |
|
| Other current liabilities |
|
$ |
1,222 |
|
|
$ |
1,346 |
|
|
$ |
1,370 |
|
| Other noncurrent liabilities |
|
|
6,475 |
|
|
|
5,200 |
|
|
|
5,025 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Total environmental remediation liabilities |
|
$ |
7,697 |
|
|
$ |
6,546 |
|
|
$ |
6,395 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Note 11 – Warranties
The following table provides the changes in the Company’s product warranties:
|
|
|
|
|
|
|
|
|
| |
|
Three months ended |
|
| |
|
February 28, |
|
|
February 28, |
|
| ($ in thousands) |
|
2015 |
|
|
2014 |
|
| Product warranty accrual balance, beginning of period |
|
$ |
9,174 |
|
|
$ |
8,622 |
|
| Liabilities accrued for warranties during the period |
|
|
361 |
|
|
|
703 |
|
| Warranty claims paid during the period |
|
|
(1,068 |
) |
|
|
(908 |
) |
|
|
|
|
|
|
|
|
|
| Product warranty accrual balance, end of period |
|
$ |
8,467 |
|
|
$ |
8,417 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
Six months ended |
|
| |
|
February 28, |
|
|
February 28, |
|
| ($ in thousands) |
|
2015 |
|
|
2014 |
|
| Product warranty accrual balance, beginning of period |
|
$ |
9,331 |
|
|
$ |
6,695 |
|
| Liabilities accrued for warranties during the period |
|
|
1,344 |
|
|
$ |
3,745 |
|
| Warranty claims paid during the period |
|
|
(2,208 |
) |
|
$ |
(2,023 |
) |
|
|
|
|
|
|
|
|
|
| Product warranty accrual balance, end of period |
|
$ |
8,467 |
|
|
$ |
8,417 |
|
|
|
|
|
|
|
|
|
|
- 13
Note 12 – Share-Based Compensation
The Company’s current share-based compensation plans, approved by the stockholders of the Company, provides for awards of stock options, restricted
shares, restricted stock units (“RSUs”), stock appreciation rights, performance shares and performance stock units (“PSUs”) to employees and non-employee directors of the Company. The Company measures and recognizes compensation
expense for all share-based payment awards made to employees and directors based on estimated fair values. Share-based compensation expense was $1.0 million and $1.0 million for the three months ended February 28, 2015 and 2014, respectively.
Share-based compensation expense was $2.1 million and $2.2 million for the six months ended February 28, 2015 and 2014, respectively
During the
second quarter of fiscal 2015, the Company awarded its annual grant of RSUs to independent members of the Board of Directors at a grant date fair value of $84.99 per share, which resulted in a total of 6,520 RSUs being granted. These RSUs are
scheduled to become fully vested on November 1, 2015 and were issued from the Company’s 2010 Long-Term Incentive Plan.
Note 13 – Other Current Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
February 28, |
|
|
February 28, |
|
|
August 31, |
|
| ($ in thousands) |
|
2015 |
|
|
2014 |
|
|
2014 |
|
| Other current liabilities: |
|
|
|
|
|
|
|
|
|
|
|
|
| Compensation and benefits |
|
$ |
13,437 |
|
|
$ |
13,299 |
|
|
$ |
16,622 |
|
| Customer deposits |
|
|
8,520 |
|
|
|
5,611 |
|
|
|
7,366 |
|
| Warranties |
|
|
8,467 |
|
|
|
8,417 |
|
|
|
9,331 |
|
| Deferred revenues |
|
|
5,846 |
|
|
|
6,525 |
|
|
|
8,979 |
|
| Dealer related liabilities |
|
|
5,056 |
|
|
|
6,749 |
|
|
|
7,103 |
|
| Income tax payable |
|
|
3,936 |
|
|
|
3,100 |
|
|
|
8,922 |
|
| Other |
|
|
13,768 |
|
|
|
10,503 |
|
|
|
15,620 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Total other current liabilities |
|
$ |
59,030 |
|
|
$ |
54,204 |
|
|
$ |
73,943 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Note 14 – Share Repurchases
On January 3, 2014, the Company announced that its Board of Directors authorized the Company to repurchase up to $150.0 million of
common stock through January 2, 2016. The Company adopted a written trading plan in connection with its share repurchase program for repurchasing its common stock in accordance with the guidelines specified under Rule 10b5-1 of the Securities
Exchange Act of 1934, as amended. During the three and six months ended February 28, 2015, the Company repurchased 224,307 shares and 605,926 shares, respectively, of common stock for an aggregate purchase price of $19.4 million and $49.4
million, respectively. During the three and six months ended February 28, 2014, the Company repurchased 78,520 shares of common stock for an aggregate purchase price of $6.6 million. The remaining amount available under the repurchase program
was $59.6 million as of February 28, 2015.
- 14
Note 15 – Industry Segment Information
The Company manages its business activities in two reportable segments: Irrigation and Infrastructure. The Company evaluates the performance of its reportable
segments based on segment sales, gross profit, and operating income, with operating income for segment purposes excluding unallocated corporate general and administrative expenses, interest income, interest expense, other income and expenses, and
income taxes. Operating income for segment purposes does include general and administrative expenses, selling expenses, engineering and research expenses and other overhead charges directly attributable to the segment. There are no inter-segment
sales. The Company had no single major customer who represented 10 percent or more of its total revenues during the three and six months ended February 28, 2015 and 2014.
Irrigation - This reporting segment includes the manufacture and marketing of center pivot, lateral move, and hose reel irrigation systems as well as
various water pumping stations, controls, and filtration solutions. The irrigation reporting segment consists of four operating segments that have similar economic characteristics and meet the aggregation criteria, including similar products,
production processes, type or class of customer and methods for distribution.
Infrastructure - This reporting segment includes the manufacture and
marketing of moveable barriers, specialty barriers, crash cushions and end terminals, and road marking and road safety equipment; the manufacture and sale of large diameter steel tubing and railroad signals and structures; and the provision of
outsourced manufacturing and production services. The infrastructure reporting segment consists of one operating segment.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
Three months ended |
|
|
Six months ended |
|
| |
|
February 28, |
|
|
February 28, |
|
|
February 28, |
|
|
February 28, |
|
| ($ in thousands) |
|
2015 |
|
|
2014 |
|
|
2015 |
|
|
2014 |
|
| Operating revenues: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Irrigation |
|
$ |
108,331 |
|
|
$ |
135,884 |
|
|
$ |
223,047 |
|
|
$ |
265,067 |
|
| Infrastructure |
|
|
32,758 |
|
|
|
16,920 |
|
|
|
52,887 |
|
|
|
35,408 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Total operating revenues |
|
$ |
141,089 |
|
|
$ |
152,804 |
|
|
$ |
275,934 |
|
|
$ |
300,475 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Operating income: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Irrigation (1) |
|
$ |
11,942 |
|
|
$ |
24,548 |
|
|
$ |
26,611 |
|
|
$ |
44,859 |
|
| Infrastructure (1) |
|
|
7,274 |
|
|
|
6 |
|
|
|
9,518 |
|
|
|
514 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Segment operating income (1) |
|
|
19,216 |
|
|
|
24,554 |
|
|
|
36,129 |
|
|
|
45,373 |
|
| Unallocated general and administrative expenses |
|
|
(4,680 |
) |
|
|
(3,641 |
) |
|
|
(9,691 |
) |
|
|
(8,468 |
) |
| Interest and other expense, net |
|
|
(398 |
) |
|
|
(124 |
) |
|
|
(639 |
) |
|
|
(299 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Earnings before income taxes |
|
$ |
14,138 |
|
|
$ |
20,789 |
|
|
$ |
25,799 |
|
|
$ |
36,606 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Capital Expenditures: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Irrigation |
|
$ |
2,381 |
|
|
$ |
2,709 |
|
|
$ |
5,465 |
|
|
$ |
4,937 |
|
| Infrastructure |
|
|
546 |
|
|
|
257 |
|
|
|
1,111 |
|
|
|
416 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
2,927 |
|
|
$ |
2,966 |
|
|
$ |
6,576 |
|
|
$ |
5,353 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Depreciation and Amortization: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Irrigation |
|
$ |
3,039 |
|
|
$ |
2,341 |
|
|
$ |
5,525 |
|
|
$ |
4,699 |
|
| Infrastructure |
|
|
1,230 |
|
|
|
1,336 |
|
|
|
2,492 |
|
|
|
2,685 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
4,269 |
|
|
$ |
3,677 |
|
|
$ |
8,017 |
|
|
$ |
7,384 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| (1) |
Environmental remediation expenses of $1.3 million and $0.2 million were allocated to the irrigation segment and infrastructure segment, respectively, for the six months ended February 28, 2015. There were no
environmental remediation expenses for the three months ended February 28, 2015 or the three and six months ended February 28, 2014. |
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
February 28, |
|
|
February 28, |
|
|
August 31, |
|
| ($ in thousands) |
|
2015 |
|
|
2014 |
|
|
2014 |
|
| Total Assets: |
|
|
|
|
|
|
|
|
|
|
|
|
| Irrigation |
|
$ |
477,642 |
|
|
$ |
404,828 |
|
|
$ |
407,447 |
|
| Infrastructure |
|
|
121,138 |
|
|
|
125,791 |
|
|
|
119,104 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
598,780 |
|
|
$ |
530,619 |
|
|
$ |
526,551 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
- 15
ITEM 2 – Management’s Discussion and Analysis of Financial
Condition and Results of Operations
Concerning Forward-Looking Statements
This Quarterly Report on Form 10-Q contains not only historical information, but also forward-looking statements within the meaning of Section 27A of the
Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, as amended. Statements that are not historical are forward-looking and reflect information concerning possible or assumed future results of operations and planned
financing of the Company. In addition, forward-looking statements may be made orally or in press releases, conferences, reports, on the Company’s worldwide web site, or otherwise, in the future by or on behalf of the Company. When used by or on
behalf of the Company, the words “expect,” “anticipate,” “estimate,” “believe,” “intend,” “will,” “plan,” “project,” “outlook,” “could,”
“may,” “should,” or similar expressions generally identify forward-looking statements. The entire section entitled “Executive Overview and Outlook” should be considered forward-looking statements. For these statements,
the Company claims the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995.
Forward-looking statements involve a number of risks and uncertainties, including but not limited to those discussed in the “Risk Factors” section
in the Company’s Annual Report on Form 10-K for the year ended August 31, 2014. Readers should not place undue reliance on any forward-looking statement and should recognize that the statements are predictions of future results or
conditions, which may not occur as anticipated. Actual results or conditions could differ materially from those anticipated in the forward-looking statements and from historical results, due to the risks and uncertainties described herein and in the
Company’s other public filings with the Securities and Exchange Commission, including the Company’s Annual Report on Form 10-K for the Company’s fiscal year ended August 31, 2014, as well as other risks and uncertainties not now
anticipated. The risks and uncertainties described herein and in the Company’s other public filings are not exclusive and further information concerning the Company and its businesses, including factors that potentially could materially affect
the Company’s financial results, may emerge from time to time. Except as required by law, the Company assumes no obligation to update forward-looking statements to reflect actual results or changes in factors or assumptions affecting such
forward-looking statements.
Accounting Policies
In
preparing the Company’s condensed consolidated financial statements in conformity with U.S. GAAP, management must make a variety of decisions which impact the reported amounts and the related disclosures. These decisions include the selection
of the appropriate accounting principles to be applied and the assumptions on which to base accounting estimates. In making these decisions, management applies its judgment based on its understanding and analysis of the relevant circumstances and
the Company’s historical experience.
The Company’s accounting policies that are most important to the presentation of its results of operations
and financial condition, and which require the greatest use of judgments and estimates by management, are designated as its critical accounting policies. See discussion of the Company’s critical accounting policies under Item 7 in the
Company’s Annual Report on Form 10-K for the Company’s fiscal year ended August 31, 2014. Management periodically re-evaluates and adjusts its critical accounting policies as circumstances change. There were no changes in the
Company’s critical accounting policies during the three and six months ended February 28, 2015.
New Accounting Pronouncements
See Note 2 – New Accounting Pronouncements to the condensed consolidated financial statements set forth in Part I, Item 1 of this Quarterly
Report on Form 10-Q.
Executive Overview and Outlook
Net earnings for the three months ended February 28, 2015 were $9.0 million or $0.75 per diluted share compared with $13.5 million or $1.04 per diluted
share in the same period of the prior year. Operating margin for the three months ended February 28, 2015 declined to 10.3 percent as compared to 13.7 percent for the three months ended February 28, 2014. The decrease in earnings and
operating margins was primarily attributable to lower revenues, which declined 8 percent to $141.1 million from $152.8 million, and higher operating expenses of $3.3 million.
The primary driver of lower revenue was the irrigation segment, in which sales decreased 20 percent to $108.3 million, as lower commodity prices and reduced
farm income have driven the reduction in the U.S. irrigation market, causing a dampening of farmer sentiment regarding investments. Infrastructure revenues increased 94 percent to $32.8 million primarily due to the completion of the $12.7 million
Road Zipper SystemTM project for the Golden Gate Bridge and sales increases in the road safety product line. The strengthening of the U.S. dollar against the value of other currencies, including
the Euro, Brazilian real, South African rand, Australian dollar and the Russian ruble negatively affected revenues by $3.0 million for the three months ended February 28, 2015. As the foreign currency translation also impacted costs and
expenses, the currency translation only impacted operating income by $0.1 million or 1 percent of total Company operating income for the three months ended February 28, 2015.
- 16
The Company also executed several significant transactions designed to contribute to the Company’s long-term
strategies. In January 2015, the Company completed the acquisition of Elecsys Corporation and has begun the integration and planned consolidation of electronics manufacturing operations. In February 2015, the Company completed a $115 million private
placement of debt to improve the Company’s capital structure and position the Company for additional growth through acquisitions and other initiatives in driving improved returns for shareholders. The Company will incur interest expense on the
long-term debt of $4.4 million annually with the interest to be paid semi-annually.
The Company’s irrigation revenues are highly dependent upon the
need for irrigated agricultural crop production, which, in turn, depends upon many factors, including the following primary drivers:
| |
• |
|
Agricultural commodity prices - As of February 2015, corn and soybean prices have decreased approximately 20 to 25 percent compared to the same time last year. |
| |
• |
|
Net farm income - As of February 2015, the U.S. Department of Agriculture (USDA) estimated U.S. 2015 net farm income to be $73.6 billion, down 32 percent from USDA’s estimate of U.S. 2014 net farm
income of $108.0 billion. |
| |
• |
|
Weather conditions - Favorable growing conditions in the United States during 2014 led to record harvests that contributed to lower crop prices. In prior years, drought conditions in the United States
drove an increase in equipment purchases. |
| |
• |
|
Governmental policies - A number of governmental laws and regulations can impact the Company’s business, including: |
| |
• |
|
The Agricultural Act of 2014 provides certainty to growers by adopting a five-year farm bill. This law continues many of its existing programs, including funding for the Environmental Quality Incentives Program (EQIP),
which provides financial assistance to farmers to implement conservation practices and is frequently used to assist in the purchase of center pivot irrigation systems. |
| |
• |
|
In December 2014, certain tax incentives (such as the Section 179 income tax deduction and bonus depreciation) that encourage equipment purchases were extended for the 2014 calendar year. The timing of this
extension means that the tax incentives did not significantly benefit Company sales in 2014. In addition, the incentive was not extended into 2015 and therefore will not benefit current sales. |
| |
• |
|
The U.S. government has imposed trade sanctions that could impact irrigation equipment sales to Russia and the Ukraine. |
| |
• |
|
The ethanol mandate that increases corn demand continues to be debated with the Environmental Protection Agency (“EPA”). As of February 2015, the EPA has not issued the blending standard and biofuel levels for
2015 requirements. It is expected the EPA will issue the levels for 2014-2016 in 2015. |
| |
• |
|
Currency - The U.S. dollar has strengthened against most currencies including the Euro, Brazilian real, South African rand, Australian dollar and the Russian ruble. This strengthening could negatively
impact the Company’s international sales and margins. |
As the Company progresses through the primary selling season, the irrigation
equipment market remains constrained. The Company has continued to see sales declines in U.S. irrigation markets as lower commodity prices and farm income put downward pressure on demand and pricing. While competitive pricing pressure remains, it
does not appear to have worsened, other than becoming more prevalent on large international project bidding. The lower commodity prices and consequentially, lower farm income are expected to reduce U.S. irrigation equipment demand in fiscal 2015.
The Company remains confident in the long-term drivers for efficient agricultural irrigation and water use efficiency, globally. The Company has expanded
global capacity with the opening of a factory in Turkey that began manufacturing operations in March 2015. While the additional capacity from the plant in Turkey may create some short-term fixed expense absorption pressure, the Company is confident
in the incremental profit potential of global expansion plans. Internationally, significant challenges remain in selling into Russia and Ukraine; however, the Company continues to believe in the long-term growth opportunities the region offers and
will remain active in the market.
- 17
The infrastructure business has continued to improve its profit profile and generated growth in an environment of
constrained government spending. In August 2014, the U.S. government enacted a $10.8 billion temporary highway-funding bill to fund highway and bridge projects, the latest in a series of short term funding bills over the last several years. Until
and unless a long-term U.S. Highway Bill is passed, uncertainties and limitations on infrastructure growth will continue. In spite of government spending uncertainty, opportunities exist for market share gains in each of the infrastructure product
lines. Demand for the Company’s transportation safety products continues to be driven by population growth and the need for improved road safety. The Company’s outlook for infrastructure continues to be positive, although somewhat
mitigated by the lack of a long-term U.S. highway bill, and the possibility that a global economic slowdown could impact international projects.
As of
February 28, 2015, the Company had an order backlog of $74.3 million compared with $89.3 million at February 28, 2014 and $79.6 million at August 31, 2014. The backlog at February 28, 2015 includes $7.9 million of backlog from
Elecsys Corporation. The backlog at February 28, 2014 and August 31, 2014 included a $12.7 million Road Zipper SystemTM order from the Golden Gate Bridge Highway &
Transportation District that was recognized as revenue in fiscal 2015. The Company’s backlog can fluctuate from period to period due to the seasonality, cyclicality, timing and execution of contracts. Backlog typically represents long-term
projects as well as short lead-time orders and therefore, is generally not a good indication of the next fiscal quarter’s revenues.
The global
drivers for the Company’s markets of population growth, expanded food production and efficient water use and infrastructure expansion support the Company’s long-term growth goals. The most significant opportunities for growth over the next
several years are in international markets, where irrigation use is significantly less developed and demand is driven primarily by food security, water scarcity and population growth.
Results of Operations
For the Three Months ended
February 28, 2015 compared to the Three Months ended February 28, 2014
The following section presents an analysis of the Company’s
operating results displayed in the condensed consolidated statements of operations for the three months ended February 28, 2015 and 2014. It should be read together with the industry segment information in Note 15 to the condensed
consolidated financial statements:
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
Three months ended |
|
|
Percent |
|
| |
|
February 28, |
|
|
February 28, |
|
|
Increase |
|
| ($ in thousands) |
|
2015 |
|
|
2014 |
|
|
(Decrease) |
|
| Consolidated |
|
|
|
|
|
|
|
|
|
|
|
|
| Operating revenues |
|
$ |
141,089 |
|
|
$ |
152,804 |
|
|
|
(8 |
%) |
| Gross profit |
|
$ |
39,556 |
|
|
$ |
42,672 |
|
|
|
(7 |
%) |
| Gross margin |
|
|
28.0 |
% |
|
|
27.9 |
% |
|
|
|
|
|
|
|
|
| Operating expenses (1) |
|
$ |
25,020 |
|
|
$ |
21,759 |
|
|
|
15 |
% |
| Operating income |
|
$ |
14,536 |
|
|
$ |
20,913 |
|
|
|
(30 |
%) |
| Operating margin |
|
|
10.3 |
% |
|
|
13.7 |
% |
|
|
|
|
|
|
|
|
| Other income, net |
|
$ |
(398 |
) |
|
$ |
(124 |
) |
|
|
221 |
% |
| Income tax expense |
|
$ |
5,143 |
|
|
$ |
7,339 |
|
|
|
(30 |
%) |
| Effective income tax rate |
|
|
36.4 |
% |
|
|
35.3 |
% |
|
|
|
|
| Net earnings |
|
$ |
8,995 |
|
|
$ |
13,450 |
|
|
|
(33 |
%) |
|
|
|
|
| Irrigation Equipment Segment |
|
|
|
|
|
|
|
|
|
|
|
|
| Segment operating revenues |
|
$ |
108,331 |
|
|
$ |
135,884 |
|
|
|
(20 |
%) |
| Segment operating income (2) |
|
$ |
11,942 |
|
|
$ |
24,548 |
|
|
|
(51 |
%) |
| Segment operating margin (2) |
|
|
11.0 |
% |
|
|
18.1 |
% |
|
|
|
|
|
|
|
|
| Infrastructure Products Segment |
|
|
|
|
|
|
|
|
|
|
|
|
| Segment operating revenues |
|
$ |
32,758 |
|
|
$ |
16,920 |
|
|
|
94 |
% |
| Segment operating income (2) |
|
$ |
7,274 |
|
|
$ |
6 |
|
|
|
121133 |
% |
| Segment operating margin (2) |
|
|
22.2 |
% |
|
|
0.0 |
% |
|
|
|
|
| (1) |
Includes $4.7 million and $3.6 million of unallocated general and administrative expenses for the three months ended February 28, 2015 and 2014, respectively. |
| (2) |
Excludes unallocated general and administrative expenses. |
- 18
Revenues
Operating revenues for the three months ended February 28, 2015 declined 8 percent to $141.1 million from $152.8 million for the three months ended
February 28, 2014 as irrigation revenues decreased $27.6 million partially offset by the $15.9 million increase of infrastructure revenues. Foreign currency translation as compared to the prior year reduced operating revenues by $3.0 million
for the three months ended February 28, 2015 and had a nominal impact to net earnings. The irrigation segment provided 77 percent of the Company’s revenue for the three months ended February 28, 2015 as compared to 89 percent of the
same prior year period.
U.S. irrigation revenues for the three months ended February 28, 2015 of $68.0 million, which includes $3.5 million of
revenues from Elecsys Corporation, decreased $24.8 million or 27 percent from $92.8 million for the three months ended February 28, 2014. The decrease in U.S. irrigation revenues is primarily due to a 32 percent volume decline in the number of
irrigation systems sold as compared to the prior year. Lower commodity prices and lower farm incomes affected farmers’ sentiment regarding equipment purchases and contributed to lower demand for U.S. irrigation equipment.
International irrigation revenues for the three months ended February 28, 2015 of $40.3 million decreased $2.8 million or 6 percent from $43.1 million
for the three months ended February 28, 2014. Foreign currency translation as compared to the prior year reduced international irrigation revenues by $2.5 million for the three months ended February 28, 2015. Revenue decreased most notably
in the Middle East, Europe, and Russia offset by increases in Australia.
Infrastructure segment revenues for the three months ended February 28,
2015 of $32.8 million increased $15.9 million or 94 percent from $16.9 million for the three months ended February 28, 2014. The increase is primarily due to sales increases in Road Zipper
SystemsTM and the road safety product line. The Company recognized $12.7 million of revenues for the three months ended February 28, 2015 related to a Road Zipper SystemTM completed for the Golden Gate Bridge.
Gross Margin
Gross profit for the three months ended February 28, 2015 of $39.6 million decreased 7 percent from $42.7 million for the three months ended
February 28, 2014. The decrease in gross profit was primarily due to the decline in sales partially offset by an increase in gross margin to 28.0 percent for the three months ended February 28, 2015 from 27.9 percent for the three months
ended February 28, 2014. Gross margin in irrigation decreased by approximately 3 percentage points primarily as a result of pricing pressure, cost deleverage from lower sales and a higher mix of international sales. Infrastructure gross margins
increased by approximately 14 percentage points due to sales mix increases in Road Zipper SystemsTM and road safety product sales.
Operating Expenses
The Company’s operating expenses
of $25.0 million for the three months ended February 28, 2015 increased by $3.3 million over operating expenses in the prior year. The increase in operating expenses includes $1.0 million of Elecsys Corporation operating expenses, $1.0 million
of acquisition and integration expenses, $0.7 million in incremental health benefit costs, and $0.3 million of commissions related to increased infrastructure project sales. Operating expenses were 17.7 percent of sales for the three months ended
February 28, 2015 compared to 14.2 percent of sales for the three months ended February 28, 2014.
Income Taxes
The Company recorded income tax expense of $5.1 million and $7.3 million for the three months ended February 28, 2015 and 2014, respectively. The
effective income tax rate was 36.4 percent and 35.3 percent for the three months ended February 28, 2015 and 2014, respectively. The increase in the effective income tax rate from February 2014 to February 2015 primarily relates to incremental
increases in taxes due to the earnings mix among jurisdictions.
- 19
For the Six Months ended February 28, 2015 compared to the Six Months ended February 28, 2014
The following section presents an analysis of the Company’s operating results displayed in the condensed consolidated statements of operations
for the six months ended February 28, 2015 and 2014. It should be read together with the industry segment information in Note 15 to the condensed consolidated financial statements:
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
Six months ended |
|
|
Percent |
|
| |
|
February 28, |
|
|
February 28, |
|
|
Increase |
|
| $ in thousands |
|
2015 |
|
|
2014 |
|
|
(Decrease) |
|
| Consolidated |
|
|
|
|
|
|
|
|
|
|
|
|
| Operating revenues |
|
$ |
275,934 |
|
|
$ |
300,475 |
|
|
|
(8 |
%) |
| Gross profit |
|
$ |
76,470 |
|
|
$ |
82,823 |
|
|
|
(8 |
%) |
| Gross margin |
|
|
27.7 |
% |
|
|
27.6 |
% |
|
|
|
|
|
|
|
|
| Operating expenses (1) |
|
$ |
50,032 |
|
|
$ |
45,918 |
|
|
|
9 |
% |
| Operating income |
|
$ |
26,438 |
|
|
$ |
36,905 |
|
|
|
(28 |
%) |
| Operating margin |
|
|
9.6 |
% |
|
|
12.3 |
% |
|
|
|
|
|
|
|
|
| Other (expense) income, net |
|
$ |
(639 |
) |
|
$ |
(299 |
) |
|
|
114 |
% |
| Income tax expense |
|
$ |
9,236 |
|
|
$ |
12,922 |
|
|
|
(29 |
%) |
| Effective income tax rate |
|
|
35.8 |
% |
|
|
35.3 |
% |
|
|
|
|
| Net earnings |
|
$ |
16,563 |
|
|
$ |
23,684 |
|
|
|
(30 |
%) |
|
|
|
|
| Irrigation Equipment Segment |
|
|
|
|
|
|
|
|
|
|
|
|
| Segment operating revenues |
|
$ |
223,047 |
|
|
$ |
265,067 |
|
|
|
(16 |
%) |
| Segment operating income (2) (3) |
|
$ |
26,611 |
|
|
$ |
44,859 |
|
|
|
(41 |
%) |
| Segment operating margin (2) (3) |
|
|
11.9 |
% |
|
|
16.9 |
% |
|
|
|
|
|
|
|
|
| Infrastructure Products Segment |
|
|
|
|
|
|
|
|
|
|
|
|
| Segment operating revenues |
|
$ |
52,887 |
|
|
$ |
35,408 |
|
|
|
49 |
% |
| Segment operating income (2) (3) |
|
$ |
9,518 |
|
|
$ |
514 |
|
|
|
1752 |
% |
| Segment operating margin (2) (3) |
|
|
18.0 |
% |
|
|
1.5 |
% |
|
|
|
|
| (1) |
Includes $9.7 million and $8.5 million of unallocated general and administrative expenses for the six months ended February 28, 2015 and 2014, respectively. |
| (2) |
Excludes unallocated general and administrative expenses. |
| (3) |
Environmental remediation expenses of $1.3 million and $0.2 million were allocated to the irrigation segment and infrastructure segment, respectively, for the six months ended February 28, 2015. There were no
environmental remediation expenses for the six months ended February 28, 2014. |
Revenues
Operating revenues for the six months ended February 28, 2015 declined 8 percent to $275.9 million from $300.5 million for the six months ended
February 28, 2014 as irrigation revenues decreased $42.1 million partially offset by the $17.5 million increase of infrastructure revenues. Foreign currency translation as compared to the prior year reduced operating revenues by $5.6 million
for the six months ended February 28, 2015 and had a nominal impact to net earnings. The irrigation segment provided 81 percent of the Company’s revenue for the six months ended February 28, 2015 as compared to 88 percent of the same
prior year period.
U.S. irrigation revenues for the six months ended February 28, 2015 of $129.1 million, which includes $3.5 million of revenues
from the newly acquired Elecsys Corporation, decreased $43.5 million or 25 percent from $172.6 million for the six months ended February 28, 2014. The decrease in U.S. irrigation revenues is primarily due to a 30 percent volume decline in the
number of irrigation systems sold as compared to the prior year. Lower commodity prices and lower farm incomes affected farmers’ sentiment regarding equipment purchases and contributed to lower demand for U.S. irrigation equipment.
International irrigation revenues for the six months ended February 28, 2015 of $93.9 million increased $1.4 million or 2 percent from $92.5 million for
the six months ended February 28, 2014. Foreign currency translation as compared to the prior year reduced international irrigation revenues by $4.7 million for the six months ended February 28, 2015. Revenue increased most notably in
Australia, Africa, and Canada partially offset by decreases in Latin America and Europe.
- 20
Infrastructure segment revenues for the six months ended February 28, 2015 of $52.9 million increased $17.5
million or 49 percent from $35.4 million for the six months ended February 28, 2014. The increase is primarily due to sales increases in Road Zipper SystemsTM and the road safety product
line. The Company recognized $12.7 million of revenues for the six months ended February 28, 2015 related to a Road Zipper SystemTM completed for the Golden Gate Bridge.
Gross Margin
Gross profit for the six months ended
February 28, 2015 of $76.5 million decreased 8 percent from $82.8 million for the six months ended February 28, 2014. The decrease in gross profit was primarily due to the decline in sales partially offset by an increase in gross margin to
27.7 percent for the six months ended February 28, 2015 from 27.6 percent for the six months ended February 28, 2014. Gross margin in irrigation decreased by approximately 2 percentage points primarily as a result of pricing pressure, cost
deleverage from lower sales and a higher mix of international sales. Infrastructure gross margins increased by approximately 11 percentage points due to sales mix increases in Road Zipper
SystemsTM and road safety product sales.
Operating Expenses
The Company’s operating expenses of $50.0 million for the six months ended February 28, 2015 increased by $4.1 million over operating expenses of
$45.9 million during the six months ended February 28, 2014. The increase in operating expenses includes $1.5 million increase in estimated environmental expenses, $1.5 million of acquisition and integration expenses, and $1.0 million of
Elecsys Corporation operating expenses. Operating expenses were 18.1 percent of sales for the six months ended February 28, 2015 compared to 15.3 percent of sales for the six months ended February 28, 2014.
Income Taxes
The Company recorded income tax expense of
$9.2 million and $12.9 million for the six months ended February 28, 2015 and 2014, respectively. The estimated annual effective income tax rate was 35.8 percent and 35.3 percent for the six months ended February 28, 2015 and 2014,
respectively. The increase in the estimated annual effective income tax rate from February 2014 to February 2015 primarily relates to incremental increases in taxes due to the earnings mix among jurisdictions.
Liquidity and Capital Resources
The Company’s cash
and cash equivalents totaled $167.2 million at February 28, 2015 compared with $165.5 million at February 28, 2014 and $171.8 million at August 31, 2014. The Company requires cash for financing its receivables and inventories, paying
operating expenses and capital expenditures, and for dividends and share repurchases. The Company meets its liquidity needs and finances its capital expenditures from its available cash and funds provided by operations along with borrowings under
its credit arrangements described below. The Company believes its current cash resources, projected operating cash flow, and remaining capacity under its continuing bank lines of credit are sufficient to cover all of its expected working capital
needs, planned capital expenditures and dividends.
The Company’s total cash and cash equivalents held by foreign subsidiaries was approximately
$27.3 million, $28.6 million and $33.1 million as of February 28, 2015 and 2014 and August 31, 2014, respectively. The Company does not intend to repatriate the funds, and does not expect these funds to have a significant impact on
the Company’s overall liquidity. The Company considers its earnings in foreign subsidiaries to be permanently reinvested and would need to accrue and pay taxes if these funds were repatriated.
Net working capital was $271.6 million at February 28, 2015, as compared with $281.7 million at February 28, 2014 and $257.7 million at
August 31, 2014. Cash provided by operations decreased by $16.9 million compared to the prior year period primarily due to $7.1 million of decreased net earnings and $13.4 million change in receivables due to the timing of collections on large
international sales projects in the prior year.
Cash flows used in investing activities totaled $73.3 million during the six months ended
February 28, 2015 compared to $6.9 million used in investing activities during the same prior year period. The increase primarily resulted from the acquisition of Elecsys Corporation for $67.2 million in fiscal 2015, which is net of cash
acquired of $3.4 million. Capital spending of $6.6 million in fiscal 2015 increased compared to the prior year capital spending of $5.4 million.
Cash
flows provided by financing activities totaled $57.3 million during the six months ended February 28, 2015 compared to cash flows used in financing activities of $12.6 million during the same prior year period. The increase in cash provided by
financing activities was primarily due to the $115.0 million of long-term debt issued on February 19, 2015. The long-term debt financing was offset by increases in share repurchases of $42.8 million and dividend increases of $1.5 million.
- 21
Capital Allocation Plan
The Company’s capital allocation plan is to continue investing in revenue and earnings growth, combined with a defined process for enhancing returns to
stockholders. Under the Company’s announced capital allocation plan in January 2014, the priorities for uses of cash include:
| |
• |
|
Investment in organic growth including capital expenditures and expansion of international markets, |
| |
• |
|
Dividends to stockholders, along with expectations to increase dividends on an annual basis, |
| |
• |
|
Synergistic water related acquisitions that provide attractive returns to stockholders, and |
| |
• |
|
Opportunistic share repurchases taking into account cyclical and seasonal fluctuations. |
Capital
Expenditures and Expansion of International Markets
Capital expenditures for fiscal 2015 are estimated to be approximately $20.0 million largely
focused on manufacturing capacity expansion and productivity improvements. The Company’s capital expenditure plan includes investments in a manufacturing operation in Turkey, which became operational in fiscal 2015 and should accommodate
long-term growth plans for several international markets. The Company’s management does maintain flexibility to modify the amount and timing of some of the planned expenditures in response to economic conditions.
Dividends
In the second quarter of fiscal 2015, the
Company paid a quarterly cash dividend of $0.27 per common share or $3.2 million to stockholders as compared to $0.26 per common share or $3.3 million in the second quarter of fiscal 2014.
Acquisition
On January 22, 2015, the Company
completed a merger transaction in which Elecsys Corporation, a provider of machine-to-machine (M2M) technology solutions and custom electronic systems (formerly NASDAQ: ESYS) (“Elecsys”), was merged with a wholly-owned subsidiary of the
Company. The Company paid cash of $17.50 per share of Elecsys common stock outstanding (including cashing out of Elecsys equity compensation awards) for total consideration of $67.2 million, net of cash acquired of $3.4 million. The Elecsys business
capabilities will facilitate the Company’s development of efficient solutions for irrigation and other water uses as well as adjacent product lines and technologies. As part of the integration of Elecsys with the Company’s irrigation
business, the Company is closing the Digitec, Inc. manufacturing facility in Milford, Nebraska and consolidating the electronics manufacturing operations with Elecsys. For the three and six months ended February 28, 2015, the Company incurred
acquisition-related costs (including transaction and integration expenses) of $1.0 million and $1.5 million, respectively. Integration expenses included severance expenses, write-off of Digitec trade name and abandonment of certain fixed assets
related to the planned consolidation of the Digitec, Inc. manufacturing facility.
Share Repurchases
On January 3, 2014, the Company announced that its Board of Directors authorized the Company to repurchase up to $150.0 million of common stock through
January 2, 2016. The Company adopted a written trading plan in connection with its share repurchase program for repurchasing its common stock in accordance with the guidelines specified under Rule 10b5-1 of the Securities Exchange Act of 1934,
as amended. During the three and six months ended February 28, 2015, the Company repurchased 224,307 shares and 605,926 shares , respectively, of common stock for an aggregate purchase price of $19.4 million and $49.4 million, respectively.
During the three and six months ended February 28, 2014, the Company repurchased 78,520 shares of common stock for an aggregate purchase price of $6.6 million. The remaining amount available under the repurchase program was $59.6 million as of
February 28, 2015.
Senior Notes
On
February 19, 2015, the Company issued $115.0 million in aggregate principal amount of its unsecured 3.82 percent Senior Notes, Series A, entirely due and payable on February 19, 2030 (the “Senior Notes”). Borrowings under
the Senior Notes are unsecured and have equal priority with borrowings under the Company’s other senior unsecured indebtedness, including its Amended Credit Agreement and Rabobank Credit Facility described below. Interest is payable
semi-annually at an annual rate of 3.82 percent. The Company intends to use the proceeds of the sale of the Senior Notes for general corporate purposes, including for acquisitions, dividends and share repurchases.
- 22
Amended Credit Agreement
On February 18, 2015, the Company entered into a $50.0 million unsecured Amended and Restated Revolving Credit Agreement (the “Amended Credit
Agreement”), with Wells Fargo Bank, National Association (the “Bank”). The Amended Credit Agreement amends and restates the Revolving Credit Agreement, dated January 24, 2008, and last amended on January 22, 2014. The
Company intends to use borrowings under the Amended Credit Agreement for working capital purposes and to fund acquisitions. At February 28, 2015 and 2014, the Company had no outstanding borrowings under the Amended Credit Agreement or the
Revolving Credit Facility, respectively. The amount of borrowings available at any time under the Amended Credit Agreement is reduced by the amount of standby letters of credit then outstanding. At February 28, 2015, the Company had the ability
to borrow up to $44.0 million under this facility, after consideration of outstanding standby letters of credit of $6.0 million. Borrowings under the Amended Credit Agreement bear interest at a variable rate equal to LIBOR plus 90 basis points (1.07
percent at February 28, 2015), subject to adjustment as set forth in the Amended Credit Agreement. Interest is paid on a monthly to quarterly basis depending on loan type. The Company also pays an annual commitment fee of 0.25 percent on the
unused portion of the Amended Credit Agreement. Borrowings under the Amended Credit Agreement will be unsecured and have equal priority with borrowings under the Company’s other senior unsecured indebtedness, including the Senior Notes and its
Rabobank Credit Facility. Unpaid principal and interest is due by February 18, 2018.
Rabobank Credit Facility
The Company’s wholly-owned subsidiary, Lindsay International Holdings B.V., has an unsecured $5.0 million Credit Facility Agreement with Coöperatieve
Centrale Raiffeisen-Boerenleenbank B.A. (“Rabobank”), which was entered into on August 22, 2014 (the “Rabobank Credit Facility”). The borrowings from the Rabobank Credit Facility may be used primarily for working capital
purposes and funding acquisitions. Borrowings under the Rabobank Credit Facility will be unsecured and have equal priority with borrowings under the Company’s other senior unsecured indebtedness, including the Senior Notes and its Amended
Credit Facility. There were no borrowings outstanding under the Rabobank Credit Facility at February 28, 2015. Borrowings under the Rabobank Credit Facility bear interest at a variable rate equal to LIBOR plus 115 basis points (1.32 percent at
February 28, 2015). The Company also pays an annual commitment fee of 0.25 percent on the unused portion of the Rabobank Credit Facility. Unpaid principal and interest is due by August 21, 2015.
Each of the agreements above contains certain covenants relating primarily to the Company’s financial condition. These financial covenants include a
funded debt to EBITDA leverage ratio and an interest coverage ratio. Upon the occurrence of any event of default of these covenants, including a change in control of the Company, all amounts outstanding thereunder may be declared to be immediately
due and payable. At February 28, 2015 and 2014 and August 31, 2014, the Company was in compliance with all financial loan covenants contained in its credit agreements in place as of each of those dates.
Elecsys Series 2006A Bonds
The Company’s
wholly-owned subsidiary, Elecsys Corporation, has outstanding $2.5 million in principal amount of industrial revenue bonds that were issued in 2006 (the “Series 2006A Bonds”). Principal and interest on the Series 2006A Bonds are payable
monthly through maturity on September 1, 2026. The interest rate is adjustable based on the yield of the 5-year United States Treasury Notes, plus 0.45 percent (1.95 percent as of February 28, 2015). The obligations under the Series 2006A
Bonds are secured by a first priority security interest in certain real estate.
Contractual Obligations and Commercial Commitments
Except for contractual obligations noted below, there have been no material changes in the Company’s contractual obligations and commercial commitments as
described in the Company’s Annual Report on Form 10-K for the fiscal year ended August 31, 2014.
The table below sets forth the Company’s
significant future obligations by time period related to principal and interest on the Company’s Senior Notes and Elecsys 2006 Series 2006A Bonds.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
More |
|
| $ in thousands |
|
|
|
|
Less than |
|
|
2-3 |
|
|
4-5 |
|
|
than 5 |
|
| Contractual Obligations |
|
Total |
|
|
1 Year |
|
|
Years |
|
|
Years |
|
|
Years |
|
| Long-term debt |
|
$ |
117,462 |
|
|
|
192 |
|
|
|
390 |
|
|
|
406 |
|
|
$ |
116,474 |
|
| Interest |
|
|
66,221 |
|
|
|
4,416 |
|
|
|
8,870 |
|
|
|
8,854 |
|
|
|
44,081 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Total |
|
$ |
183,683 |
|
|
$ |
4,608 |
|
|
$ |
9,260 |
|
|
$ |
9,260 |
|
|
$ |
160,555 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
- 23
ITEM 3 – Quantitative and Qualitative Disclosures About Market Risk
There have been no material changes from the Company’s quantitative and qualitative disclosures about market risk previously disclosed in the
Company’s most recent Annual Report filed on Form 10-K. See discussion of the Company’s quantitative and qualitative disclosures about market risk under Part II, Item 7A in the Company’s Annual Report on Form 10-K for the
Company’s fiscal year ended August 31, 2014.
ITEM 4 – Controls and Procedures
The Company carried out an evaluation under the supervision and the participation of the Company’s management, including the Company’s Chief
Executive Officer (CEO) and Chief Financial Officer (CFO), of the effectiveness of the design and operation of the Company’s disclosure controls and procedures pursuant to Exchange Act Rules 13a-15(e) and 15d-15(e). Based upon that evaluation,
the CEO and CFO concluded that the Company’s disclosure controls and procedures were effective as of February 28, 2015.
Additionally, the CEO
and CFO determined that there has not been any change to the Company’s internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) during the last fiscal quarter that has materially affected, or is
reasonably likely to materially affect, the Company’s internal control over financial reporting.
Part II – OTHER
INFORMATION
ITEM 1 – Legal Proceedings
See the disclosure in Note 10 – Commitments and Contingencies to the condensed consolidated financial statements set forth in Part I, Item 1 of
this Quarterly Report on Form 10-Q, which disclosure is hereby incorporated herein by reference.
Except for the addition of the risk factor listed below, there
have been no material changes from risk factors previously disclosed in the Company’s most recent Annual Report on Form 10-K. See the discussion of the Company’s risk factors under Part I, Item 1A in the Company’s Annual Report
on Form 10-K for the Company’s fiscal year ended August 31, 2014.
Recent volatility in global markets with respect to currency exchange
rates, commodity prices including market prices for grain and oil, and future potential changes in interest rates can adversely affect the Company’s sales, operating margins and the competitiveness of the Company’s products.
The Company conducts operations in a variety of locations around the world, which means that market fluctuations in currencies, commodities and interest rates
can affect demand for the Company’s products and the cost of production. These factors all impact end customers’ purchase decisions and are therefore interconnected, making it difficult to predict how any single factor might impact
customers’ decisions to purchase the Company’s products.
Foreign Currency Exchange Rates. For the fiscal year ended August 31, 2014,
approximately 39 percent of the Company’s consolidated revenues were generated from international sales and United States export revenue to international regions. Most of the Company’s international sales involve some level of export from
the U.S., either of components or completed products. The strengthening of the U.S. dollar and/or the weakening of local currencies can increase the cost of the Company’s products in those foreign markets. The impact of these changes can make
these products less competitive relative to local producing competitors and, in extreme cases, can result in the Company’s products not being cost-effective for customers. As a result, the Company’s international sales and profit margins
could decline.
Grain Pricing. Changes in grain prices can impact the return on investment of the Company’s products. Grain prices are
influenced by both global and local markets. The primary benefit of many of the Company’s irrigation products is to increase grain yields and the resulting revenue for farmers. As grain prices decline, the breakeven point of incremental
production can also decline, reducing or eliminating the profit and return on investment from the purchase of the Company’s products. As a result, changes in grain prices can significantly impact the Company’s sales levels in the U.S. and
international markets.
- 24
Oil Pricing. The recent decline in oil prices could impact the Company’s irrigation markets, either
by negatively affecting the bio-fuels market or by reducing government revenues of oil producing countries that purchase or subsidize the purchase of irrigation equipment. Bio-fuels production is a significant source of grain demand in the U.S. and
certain international markets. While ethanol production levels are currently mandated within the U.S., potential mandate changes or price declines for ethanol producing companies could reduce the demand for grains. In addition, a number of ethanol
producers in the U.S. are cooperatives partially owned by farmers. Reduced profit of ethanol production could reduce income for farmers which could, in turn, reduce the demand for irrigation equipment. Finally, the reduction of government revenues
from oil production in international markets, for example in the Middle East and Russia, could reduce funding available for agricultural equipment purchases. Lower oil prices could also adversely affect local currency strength. Each of these factors
could reduce demand for the Company’s products.
Interest Rates. Interest rates globally are at historically low levels. It is expected that
at some point global interest rates will increase, potentially very quickly in the U.S., as the economy improves. An increase in interest rates will make it more difficult for end customers to cost-effectively fund the purchase of new equipment,
which could reduce the Company’s sales.
ITEM 2 – Unregistered Sales of Equity Securities and Use of
Proceeds
The table below sets forth information with respect to purchases of the Company’s common stock made by or on behalf of the
Company during the three months ended February 28, 2015:
ISSUER PURCHASES OF EQUITY SECURITIES
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Period |
|
Total Number
of Shares
Purchased |
|
|
Average
Price
Paid Per
Share |
|
|
Total Number of
Shares Purchased
as Part of Publicly
Announced Plans
or Programs |
|
|
Approximate
Dollar Value of
Shares That May
Yet Be Purchased
Under the Plans or
Programs (1)
($ in thousands) |
|
| December 1, 2014 to December 31, 2014 |
|
|
79,891 |
|
|
$ |
87.44 |
|
|
|
79,891 |
|
|
$ |
71,969 |
|
| January 1, 2015 to January 31, 2015 |
|
|
75,051 |
|
|
$ |
84.38 |
|
|
|
75,051 |
|
|
$ |
65,636 |
|
| February 1, 2015 to February 28, 2015 |
|
|
69,365 |
|
|
$ |
87.34 |
|
|
|
69,365 |
|
|
$ |
59,578 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Total |
|
|
224,307 |
|
|
$ |
86.39 |
|
|
|
224,307 |
|
|
$ |
59,578 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| (1) |
On January 3, 2014, the Company announced that its Board of Directors authorized the Company to repurchase up to $150.0 million of common stock through January 2, 2016. Under the program, shares may be
repurchased in privately negotiated and/or open market transactions. The Company adopted a written trading plan in connection with its share repurchase program for repurchasing its common stock in accordance with the guidelines specified under Rule
10b5-1 of the Securities Exchange Act of 1934, as amended. |
- 25
ITEM 6 – Exhibits
|
|
|
| Exhibit
No. |
|
Description |
|
|
| 3.1 |
|
Restated Certificate of Incorporation of the Company, incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on December 14, 2006. |
|
|
| 3.2 |
|
Amended and Restated By-Laws of the Company, effective May 2, 2014, incorporated by reference to Exhibit 3.1 of the Company’s Current Report on Form 8-K filed on May 5, 2014. |
|
|
| 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 2015 Long-Term Incentive Plan, approved by the Company’s stockholders on January 26, 2015. † |
|
|
| 10.2 |
|
Ninth Amendment to Employment Agreement, dated January 26, 2015, 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 27,
2015 |
|
|
| 10.3 |
|
Amended and Restated Revolving Credit Agreement, dated as of February 18, 2015, by and between the Company and Wells Fargo Bank, National Association, incorporated by reference to Exhibit 10.1 of the Company’s Current Report on
Form 8-K filed on February 20, 2015. |
|
|
| 10.4 |
|
Note Purchase Agreement, dated as of February 19, 2015, by and among the Company and the purchasers named therein, incorporated by reference to Exhibit 10.2 of the Company’s Current Report on Form 8-K filed on February 20,
2015. |
|
|
| 31.1* |
|
Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 18 U.S.C. Section 1350. |
|
|
| 31.2* |
|
Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 18 U.S.C. Section 1350. |
|
|
| 32.1* |
|
Certification of Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 18 U.S.C. Section 1350. |
|
|
| 101* |
|
Interactive Data Files. |
| † |
Management contract or compensatory plan or arrangement required to be filed as an exhibit hereto pursuant to Item 6 of Part II of Form 10-Q. |
- 26
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized on this 26th day of March 2015.
|
|
|
| LINDSAY CORPORATION |
|
|
| By: |
|
/s/ JAMES C. RAABE |
| Name: |
|
James C. Raabe |
| Title: |
|
Vice President and Chief Financial Officer |
|
|
(on behalf of the registrant and as principal financial officer) |
- 27
Exhibit 10.1
LINDSAY CORPORATION
2015 LONG-TERM INCENTIVE PLAN
(Effective January 26, 2015)
1. Purpose. The purpose of the Lindsay Corporation 2015 Long-Term Incentive Plan (the “Plan”) is to attract and retain
employees and directors for Lindsay Corporation and its subsidiaries and to provide such persons with incentives and rewards for superior performance.
2. Definitions. As used in this Plan, the following terms shall be defined as set forth below:
2.1 “Award” means any Options, Stock Appreciation Rights, Restricted Shares, Deferred
Shares (Restricted Stock Units), Performance Shares or Performance Units granted under the Plan.
2.2
“Award Agreement” means an agreement, certificate, resolution or other form of writing or other evidence approved by the Committee which sets forth the terms and conditions of an Award. An Award Agreement may be
in an electronic medium, may be limited to a notation on the Company’s books and records and, if approved by the Committee, need not be signed by a representative of the Company or a Participant.
2.3 “Base Price” means the price to be used as the basis for determining the Spread upon
the exercise of a Freestanding Stock Appreciation Right.
2.4 “Board” means the Board
of Directors of the Company.
2.5 “Code” means the Internal Revenue Code of 1986, as
amended from time to time.
2.6 “Committee” means the committee of the Board
described in Section 4.
2.7 “Company” means Lindsay Corporation, a Delaware
corporation, or any successor corporation.
2.8 “Deferral Period” means the period of
time during which Deferred Shares (Restricted Stock Units) are subject to deferral limitations under Section 8.
2.9
“Deferred Shares” or “Restricted Stock Units” means an Award granted pursuant to Section 8 of the right to receive Shares at the end of a specified Deferral Period.
2.10 “Employee” means any person, including an officer, employed by the Company or a
Subsidiary.
2.11 “Fair Market Value” means the fair market value of the Shares as
determined by the Committee from time to time. Unless otherwise determined by the Committee, the fair market value shall be the closing price for the Shares reported on a consolidated basis on the New York Stock Exchange on the relevant date or, if
there were no sales on such date, the closing price on the nearest preceding date on which sales occurred.
2.12
“Freestanding Stock Appreciation Right” means a Stock Appreciation Right granted pursuant to Section 6 that is not granted in tandem with an Option or similar right.
2.13 “Grant Date” means the date specified by the Committee on which a grant of an Award
shall become effective, which shall not be earlier than the date on which the Committee takes action with respect thereto.
2.14 “Incentive Stock Option” means any
Option that is intended to qualify as an “incentive stock option” under Code Section 422 or any successor provision.
2.15 “Nonemployee Director” means a member of the Board who is not an Employee.
2.16 “Nonqualified Stock Option” means an Option that is not intended to qualify as an
Incentive Stock Option.
2.17 “Option” means any option to purchase Shares granted
pursuant to Section 5.
2.18 “Optionee” means the person so designated in an
agreement evidencing an outstanding Option.
2.19 “Option Price” means the purchase
price payable upon the exercise of an Option.
2.20 “Participant” means an Employee
or Nonemployee Director who is selected by the Committee to receive benefits under this Plan, provided that only Employees shall be eligible to receive grants of Incentive Stock Options.
2.21 “Performance Objectives” means the performance objectives established pursuant to
this Plan for Participants who have received Awards. Performance Objectives may be described in terms of Company-wide objectives or objectives that are related to the performance of the individual Participant or the Subsidiary, division, department,
business or function within the Company or Subsidiary in which the Participant is employed. Performance Objectives may be measured on an absolute or relative basis. Relative performance may be measured by a group of peer companies or by a financial
market index. Any Performance Objectives applicable to a Qualified Performance–Based Award shall be limited to specified levels of or increases in the Company’s or Subsidiary’s return on equity, earnings per share, total earnings,
earnings growth, return on capital, return on assets, earnings before interest, taxes, depreciation and/or amortization, sales, sales growth, gross margin or operating margin, return on investment, increase in the fair market value of the Shares,
share price (including but not limited to, growth measures and total stockholder return), gross or net income or profit, operating income or profit, net earnings, cash flow (including, but not limited to, operating cash flow and free cash flow),
cash flow return on investment (which equals net cash flow divided by total capital), inventory turns, financial return ratios, total return to shareholders, market share, earnings measures/ratios, economic or incremental value added, economic
profit, Lindsay value-added, balance sheet measurements such as receivable turnover, internal rate of return, increase in net present value or expense targets, working capital measurements (such as average working capital divided by sales), customer
or dealer satisfaction surveys and productivity. Any Performance Objectives may provide for adjustments to exclude the impact of any significant acquisitions or dispositions of businesses by the Company, one-time non-operating charges, or accounting
changes (including the early adoption of any accounting change mandated by any governing body, organization or authority). Except in the case of a Qualified Performance–Based Award, if the Committee determines that a change in the business,
operations, corporate structure or capital structure of the Company, or the manner in which it conducts its business, or other events or circumstances render the Performance Objectives unsuitable, the Committee may modify such Performance Objectives
or the related minimum acceptable level of achievement, in whole or in part, as the Committee deems appropriate and equitable. In the case of a Qualified Performance-Based Award, any such modifications may not increase the amount payable under such
Award.
2.22 “Performance Period” means a period of time established under
Section 9 within which the Performance Objectives relating to Performance Shares, Performance Units, Deferred Shares (Restricted Stock Units) or Restricted Shares are to be achieved.
2.23 “Performance Share” means a bookkeeping entry that records the equivalent of one
Share awarded pursuant to Section 9.
2
2.24 “Performance Unit” means a bookkeeping
entry that records a unit equivalent to $1.00 awarded pursuant to Section 9.
2.25 “Predecessor
Plan” means the Lindsay Corporation 2010 Long-Term Incentive Plan.
2.26 “Qualified
Performance–Based Award” means an Award or portion of an Award that is intended to satisfy the requirements for “qualified performance–based compensation” under Code Section 162(m). The Committee shall
designate any Qualified Performance–Based Award as such at the time of grant.
2.27 “Restricted
Shares” means Shares granted pursuant to Section 7 subject to a substantial risk of forfeiture.
2.28 “Shares” means shares of the Common Stock of the Company, $1.00 par value, or any
security into which Shares may be converted by reason of any transaction or event of the type referred to in Section 11.
2.29 “Spread” means, in the case of a Freestanding Stock Appreciation Right, the amount
by which the Fair Market Value on the date when any such right is exercised exceeds the Base Price specified in such right or, in the case of a Tandem Stock Appreciation Right, the amount by which the Fair Market Value on the date when any such
right is exercised exceeds the Option Price specified in the related Option.
2.30 “Stock Appreciation
Right” means a right granted under Section 6, including a Freestanding Stock Appreciation Right or a Tandem Stock Appreciation Right.
2.31 “Subsidiary” means a corporation or other entity in which the Company has a direct
or indirect ownership or other equity interest, provided that for purposes of determining whether any person may be a Participant for purposes of any grant of Incentive Stock Options, “Subsidiary” means any corporation
(within the meaning of the Code) in which the Company owns or controls directly or indirectly more than 50 percent of the total combined voting power represented by all classes of stock issued by such corporation at the time of such grant.
2.32 “Tandem Stock Appreciation Right” means a Stock Appreciation Right granted pursuant
to Section 6 that is granted in tandem with an Option or any similar right granted under any other plan of the Company.
3.
Shares Available Under the Plan.
3.1 Reserved Shares. Subject to adjustments as
provided in Sections 3.2, 3.5 and 11, the maximum number of Shares that may be (i) issued or transferred upon the exercise of Options or Stock Appreciation Rights, (ii) awarded as Restricted Shares and released from substantial risk of
forfeiture, (iii) issued or transferred in payment of Deferred Shares (Restricted Stock Units) or Performance Shares, or (iv) issued or transferred in payment of dividend equivalents paid with respect to Awards, shall not in the aggregate
exceed 550,000 Shares, provided that, in addition, the Shares which remain available for Awards under the Predecessor Plan on the effective date of this Plan (but not to exceed 83,238 Shares) shall also be available for Awards under this Plan. Such
Shares may be Shares of original issuance, Shares held in Treasury, or Shares that have been reacquired by the Company.
3.2 Accounting for Shares. For purposes of Section 3.1, the following rules will apply for counting Shares
issued or transferred under the Plan:
(a) If an Award (other than a Dividend Equivalent) is denominated and payable in
Shares, the number of Shares covered by such Award, or to which such Award relates, shall be counted on the date of grant of such Award against the aggregate number of Shares available for granting Awards under the Plan.
3
(b) With respect to Performance Shares (including Awards described as performance
stock units) which are payable in Shares, the target number of Performance Shares shall be counted on the date of grant of such Award against the aggregate number of Shares available for granting Awards under the Plan. If more than the target number
of Performance Shares is issued in satisfaction of such Award, the difference will be added to the number of Shares counted against the aggregate number of Shares available for granting Awards under the Plan at the time when the Award is settled in
Shares. If less than the target number of Performance Shares is issued in satisfaction of such Award, the difference will be added back to the number of Shares available for granting Awards under the Plan at the time when the Award is settled in
Shares.
(c) Dividend Equivalents denominated in Shares and Awards not denominated, but potentially payable, in Shares
shall be counted against the aggregate number of Shares available for granting Awards under the Plan in such amount and at such time as the Dividend Equivalents and such Awards are settled in Shares; provided, however, that Awards that operate in
tandem with (whether granted simultaneously with or at a different time from), or that are substituted for, other Awards may only be counted once against the aggregate number of Shares available, and the Committee shall adopt procedures, as it deems
appropriate, in order to avoid double counting.
(d) Any Shares that are delivered by the Company, and any Awards that are
granted by, or become obligations of, the Company through the assumption by the Company of, or in substitution for, outstanding awards previously granted by an acquired company, shall not be counted against the Shares available for granting Awards
under this Plan.
(e) Notwithstanding anything herein to the contrary, any Shares related to Awards which terminate by
expiration, forfeiture, cancellation, or otherwise without the issuance of such Shares, are settled in cash in lieu of Shares, are exchanged with the Committee’s permission, prior to the issuance of Shares, for Awards not involving Shares, or
are retained by the Company for tax withholding or upon exercise of an Option, shall be available again for grant under this Plan.
(f) Shares subject to an Award under the Plan will be treated as having been issued and transferred and may not again be made
available for issuance under the Plan if such Shares are: (i) actually issued and sold on the market either to satisfy withholding tax obligations or for payment of the exercise price of options, or (ii) Shares repurchased on the open
market with the proceeds of an Option exercise.
3.3 ISO Maximum. In no event shall the number of Shares
issued upon the exercise of Incentive Stock Options exceed 550,000 Shares, subject to adjustment as provided in Section 11.
3.4 Maximum Awards. No Participant may receive Awards representing more than 350,000 Shares in any rolling
36-month period, subject to adjustment as provided in Section 11. In addition, the maximum number of Performance Units that may be granted to a Participant in any rolling 36-month period is 5,000,000.
3.5 Expired, Forfeited and Unexercised Awards. If any Award granted under this Plan expires, is forfeited or
becomes unexercisable for any reason without having been exercised or paid in full, the Shares subject thereto which were not exercised or paid in full shall be available for future Awards under the Plan. Likewise, if any Award that was outstanding
on December 3, 2014 under the Predecessor Plan or 2006 Long-Term Incentive Plan expires, is forfeited or becomes unexercisable for any reason without having been exercised or paid in full, the Shares subject thereto which were not exercised or
paid in full shall be added to the number of Shares which are available for Awards under Section 3.1. An Award of Performance Shares (including Awards described as performance stock units) shall be treated as not having been paid in full
whenever less than the target number of Performance Shares is issued in satisfaction of such Award, and the difference will be added to the number of Shares available for Awards under Section 3.1.
4
4. Plan Administration.
4.1 Board Committee Administration. This Plan shall be administered by the Compensation Committee appointed by
the Board from among its members, provided that the full Board may at any time act as the Committee. The interpretation and construction by the Committee of any provision of this Plan or of any Award Agreement and any determination by the Committee
pursuant to any provision of this Plan or any such agreement, notification or document shall be final and conclusive. No member of the Committee shall be liable to any person for any such action taken or determination made in good faith. It is
intended that the Compensation Committee will consist solely of persons who, at the time of their appointment, each qualified as a “Non-Employee Director” under Rule 16b-3(b)(3)(i) promulgated under the Securities Exchange
Act of 1934 and, to the extent that relief from the limitation of Code Section 162(m) is sought, as an “Outside Director” under Section 1.162-27(e)(3)(i) of the Treasury Regulations issued under Code
Section 162(m).
4.2 Committee Delegation. The Committee may delegate to one or more officers of the
Company the authority to grant Awards to Participants who are not directors or executive officers of the Company, provided that the Committee shall have fixed the total number of Shares or Performance Units subject to such grants. Any such
delegation shall be subject to the limitations of Section 157(c) of the Delaware General Corporation Law.
4.3
Awards to Non-Employee Directors. Notwithstanding any other provision of this Plan to the contrary, all Awards to Non-Employee Directors must be authorized by the full Board pursuant to recommendations made by the Compensation
Committee and the aggregate grant date fair value (computed as of the date of grant in accordance with applicable financial accounting rules) of all Awards granted to any Non-Employee Director pursuant to the Plan during any fiscal year of the
Company shall not exceed Two Hundred Thousand Dollars ($200,000).
5. Options. The Committee may from time to time authorize
grants to Participants of Options to purchase Shares upon such terms and conditions as the Committee may determine in accordance with the following provisions:
5.1 Number of Shares. Each grant shall specify the number of Shares to which it pertains.
5.2 Option Price. Each grant shall specify an Option Price per Share, which shall be equal to or greater than the
Fair Market Value per Share on the Grant Date, except as provided in Section 11.
5.3 Consideration.
Each grant shall specify the form of consideration to be paid in satisfaction of the Option Price and the manner of payment of such consideration, which may include (i) cash in the form of currency or check or other cash equivalent acceptable
to the Company, (ii) nonforfeitable, unrestricted Shares owned by the Optionee which have a value at the time of exercise that is equal to the Option Price, (iii) any other legal consideration that the Committee may deem appropriate on
such basis as the Committee may determine in accordance with this Plan, or (iv) any combination of the foregoing.
5.4
Cashless Exercise. To the extent permitted by applicable law, the Option Price and any applicable statutory minimum withholding taxes may be paid from the proceeds of sale through a bank or broker on the date of exercise of some or all
of the Shares to which the exercise relates.
5.5 Performance–Based Options. Any grant of an Option may
specify Performance Objectives that must be achieved as a condition to exercise of the Option.
5.6 Vesting.
Each Option grant may specify a period of continuous employment of the Optionee by the Company or any Subsidiary (or, in the case of a Nonemployee Director, service on the Board) that is necessary before the Options or installments thereof shall
become exercisable, and any grant may provide for the earlier exercise of such rights in the event of a change in control of the Company or other similar transaction or event.
5
5.7 ISO Dollar Limitation. Options granted under this Plan may be
Incentive Stock Options, Nonqualified Stock Options or a combination of the foregoing, provided that only Nonqualified Stock Options may be granted to Nonemployee Directors. Each grant shall specify whether (or the extent to which) the Option is an
Incentive Stock Option or a Nonqualified Stock Option. Notwithstanding any such designation, to the extent that the aggregate Fair Market Value of the Shares with respect to which Options designated as Incentive Stock Options are exercisable for the
first time by an Optionee during any calendar year (under all plans of the Company) exceeds $100,000, such Options shall be treated as Nonqualified Stock Options.
5.8 Exercise Period. No Option granted under this Plan may be exercised more than ten years from the Grant Date.
5.9 Award Agreement. Each grant shall be evidenced by an Award Agreement containing such terms and
provisions as the Committee may determine consistent with this Plan.
6. Stock Appreciation Rights. The Committee may also
authorize grants to Participants of Stock Appreciation Rights. A Stock Appreciation Right is the right of the Participant to receive from the Company an amount, which shall be determined by the Committee and shall be expressed as a percentage (not
exceeding 100 percent) of the Spread at the time of the exercise of such right. Any grant of Stock Appreciation Rights under this Plan shall be upon such terms and conditions as the Committee may determine in accordance with the following
provisions:
6.1 Payment in Cash or Shares. Any grant may specify that the amount payable upon the exercise
of a Stock Appreciation Right will be paid by the Company in cash, Shares or any combination thereof or may grant to the Participant or reserve to the Committee the right to elect among those alternatives.
6.2 Maximum SAR Payment. Any grant may specify that the amount payable upon the exercise of a Stock Appreciation
Right shall not exceed a maximum specified by the Committee on the Grant Date.
6.3 Exercise Period. Any
grant may specify (i) a waiting period or periods before Stock Appreciation Rights shall become exercisable and (ii) permissible dates or periods on or during which Stock Appreciation Rights shall be exercisable.
6.4 Change in Control. Any grant may specify that a Stock Appreciation Right may be exercised only in the event
of a change in control of the Company or other similar transaction or event.
6.5 Award Agreement. Each grant
shall be evidenced by an Award Agreement which shall describe the subject Stock Appreciation Rights, identify any related Options, state that the Stock Appreciation Rights are subject to all of the terms and conditions of this Plan and contain such
other terms and provisions as the Committee may determine consistent with this Plan.
6.6 Tandem Stock Appreciation
Rights. Each grant of a Tandem Stock Appreciation Right shall provide that such Tandem Stock Appreciation Right may be exercised only (i) at a time when the related Option (or any similar right granted under any other plan of the
Company) is also exercisable and the Spread is positive and (ii) by surrender of the related Option (or such other right) for cancellation.
6.7 Exercise Period. No Stock Appreciation Right granted under this Plan may be exercised more than ten years
from the Grant Date.
6
6.8 Freestanding Stock Appreciation Rights. Regarding Freestanding
Stock Appreciation Rights only:
(a) Each grant shall specify in respect of each Freestanding Stock Appreciation Right a
Base Price per Share, which shall be equal to or greater than the Fair Market Value on the Grant Date, except as provided in Section 11;
(b) Successive grants may be made to the same Participant regardless of whether any Freestanding Stock Appreciation Rights
previously granted to such Participant remain unexercised; and
(c) Each grant shall specify the period or periods of
continuous employment of the Participant by the Company or any Subsidiary (or, in the case of a Nonemployee Director, service on the Board) that are necessary before the Freestanding Stock Appreciation Rights or installments thereof shall become
exercisable, and any grant may provide for the earlier exercise of such rights in the event of a change in control of the Company or other similar transaction or event.
7. Restricted Shares. The Committee may also authorize grants to Participants of Restricted Shares upon such terms and
conditions as the Committee may determine in accordance with the following provisions:
7.1 Transfer of
Shares. Each grant shall constitute an immediate transfer of the ownership of Shares to the Participant in consideration of the performance of services, subject to the substantial risk of forfeiture and restrictions on transfer hereinafter
referred to.
7.2 Consideration. To the extent permitted by Delaware law, each grant may be made without
additional consideration from the Participant or in consideration of a payment by the Participant that is less than the Fair Market Value on the Grant Date.
7.3 Substantial Risk of Forfeiture. Each grant shall provide that the Restricted Shares covered thereby shall be
subject to a “substantial risk of forfeiture” within the meaning of Code Section 83 for a period to be determined by the Committee on the Grant Date, and any grant or sale may provide for the earlier termination of such risk of
forfeiture in the event of a change in control of the Company or other similar transaction or event.
7.4 Dividend,
Voting and Other Ownership Rights. Unless otherwise determined by the Committee, an award of Restricted Shares shall entitle the Participant to dividend, voting and other ownership rights during the period for which such substantial risk of
forfeiture is to continue provided, however, that no cash payments or dividend equivalents shall be payable until the Restricted Shares have vested.
7.5 Restrictions on Transfer. Each grant shall provide that, during the period for which such substantial risk of
forfeiture is to continue, the transferability of the Restricted Shares shall be prohibited or restricted in the manner and to the extent prescribed by the Committee on the Grant Date. Such restrictions may include, without limitation, rights of
repurchase or first refusal in the Company or provisions subjecting the Restricted Shares to a continuing substantial risk of forfeiture in the hands of any transferee.
7.6 Performance–Based Restricted Shares. Any grant or the vesting thereof may be further conditioned upon
the attainment of Performance Objectives established by the Committee in accordance with the applicable provisions of Section 9 regarding Performance Shares and Performance Units.
7.7 Dividends. Any grant will require that any or all dividends or other distributions paid on the Restricted
Shares during the period of such restrictions be automatically sequestered and paid on a deferred basis when the restrictions lapse or reinvested on an immediate or deferred basis in additional Shares, which may be subject to the same restrictions
as the underlying Award or such other restrictions as the Committee may determine.
7.8 Award Agreements.
Each grant shall be evidenced by an Award Agreement containing such terms and provisions as the Committee may determine consistent with this Plan. Unless
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otherwise directed by the Committee, all certificates representing Restricted Shares, together with a stock power that shall be endorsed in blank by the Participant with respect to such Shares,
shall be held in custody by the Company until all restrictions thereon lapse.
8. Deferred Shares (Restricted Stock
Units). The Committee may authorize grants of Deferred Shares (Restricted Stock Units) to Participants upon such terms and conditions as the Committee may determine in accordance with the following provisions:
8.1 Deferred Compensation. Each grant shall constitute the agreement by the Company to issue or transfer Shares
(or the value of the Shares) to the Participant in the future in consideration of the performance of services, subject to the fulfillment during the Deferral Period of such conditions as the Committee may specify.
8.2 Consideration. Each grant may be made without additional consideration from the Participant or in
consideration of a payment by the Participant that is less than the Fair Market Value on the Grant Date.
8.3
Deferral Period. Each grant shall provide that the Deferred Shares (Restricted Stock Units) covered thereby shall be subject to a Deferral Period, which shall be fixed by the Committee on the Grant Date, and any grant or sale may
provide for the earlier termination of such period in the event of a change in control of the Company or other similar transaction or event.
8.4 Dividend Equivalents and Other Ownership Rights. During the Deferral Period, the Participant shall not have
any right to transfer any rights under the subject Award, shall not have any rights of ownership in the Deferred Shares and shall not have any right to vote such shares, but the Committee may authorize the payment of dividend equivalents on such
shares in cash or additional Shares on a deferred or contingent basis with respect to any or all dividends or other distributions paid by the Company; provided, however, that no cash payments or dividend equivalents shall be payable until the
Deferred Shares (Restricted Stock Units) have vested.
8.5 Payment of Deferred Shares (Restricted Stock
Units). Each grant shall specify the time and manner of payment of Deferred Shares (Restricted Stock Units) that shall have been earned, and any grant may specify that any such amount will be paid by the Company in cash, Shares or any
combination thereof or may grant to the Participant or reserve to the Committee the right to elect among those alternatives.
8.6 Performance Objectives. Any grant or the vesting thereof may be further conditioned upon the attainment of
Performance Objectives established by the Committee in accordance with the applicable provisions of Section 9 regarding Performance Shares and Performance Units.
8.7 Award Agreement. Each grant shall be evidenced by an Award Agreement containing such terms and provisions as
the Committee may determine consistent with this Plan.
9. Performance Shares and Performance Units. The Committee may also
authorize grants of Performance Shares and Performance Units, which shall become payable to the Participant upon the achievement of specified Performance Objectives, upon such terms and conditions as the Committee may determine in accordance with
the following provisions:
9.1 Number of Performance Shares or Units. Each grant shall specify the
number of Performance Shares or Performance Units to which it pertains, which may be subject to adjustment to reflect changes in compensation or other factors.
9.2 Performance Period. The Performance Period with respect to each Performance Share or Performance Unit shall
be determined by the Committee and set forth in the Award Agreement and may be subject to earlier termination in the event of a change in control of the Company or other similar transaction or event.
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9.3 Performance Objectives. Each grant shall specify the
Performance Objectives that are to be achieved by the Participant.
9.4 Threshold Performance Objectives.
Each grant may specify in respect of the specified Performance Objectives a minimum acceptable level of achievement below which no payment will be made and may set forth a formula for determining the amount of any payment to be made if performance
is at or above such minimum acceptable level but falls short of the maximum achievement of the specified Performance Objectives.
9.5 Payment of Performance Shares and Units. Each grant shall specify the time and manner of payment of
Performance Shares or Performance Units that shall have been earned, and any grant may specify that any such amount will be paid by the Company in cash, Shares or any combination thereof or may grant to the Participant or reserve to the Committee
the right to elect among those alternatives.
9.6 Maximum Payment. Any grant of Performance Shares may
specify that the amount payable with respect thereto may not exceed a maximum specified by the Committee on the Grant Date. Any grant of Performance Units may specify that the amount payable, or the number of Shares issued, with respect thereto may
not exceed maximums specified by the Committee on the Grant Date.
9.7 Dividend Equivalents. Any grant of
Performance Shares may provide for the payment to the Participant of dividend equivalents thereon in cash or additional Shares on a deferred or contingent basis with respect to any or all dividends or other distributions paid by the Company;
provided, however, that no cash payments or dividend equivalents shall be payable until all applicable vesting and performance conditions are met.
9.8 Adjustment of Performance Objectives. If provided in the terms of the grant, the Committee may adjust
Performance Objectives and the related minimum acceptable level of achievement if, in the sole judgment of the Committee, events or transactions have occurred after the Grant Date that are unrelated to the performance of the Participant and result
in distortion of the Performance Objectives or the related minimum acceptable level of achievement; provided, however, in the case of a Qualified Performance-Based Award any such modifications may not increase the amount payable under such Award.
9.9 Award Agreement. Each grant shall be evidenced by an Award Agreement which shall state that the
Performance Shares or Performance Units are subject to all of the terms and conditions of this Plan and such other terms and provisions as the Committee may determine consistent with this Plan.
10. Transferability.
10.1 Transfer Restrictions. Except as provided in Sections 10.2 and 10.4, no Award granted under this Plan shall
be transferable by a Participant other than upon death by will or the laws of descent and distribution or designation of a beneficiary in a form acceptable to the Committee, and Options and Stock Appreciation Rights shall be exercisable during a
Participant’s lifetime only by the Participant or, in the event of the Participant’s legal incapacity, by his guardian or legal representative acting in a fiduciary capacity on behalf of the Participant under state law. Any attempt to
transfer an Award in violation of this Plan shall render such Award null and void.
10.2 Limited Transfer
Rights. The Committee may expressly provide in an Award Agreement (or an amendment to an Award Agreement) that a Participant may transfer such Award (other than an Incentive Stock Option), in whole or in part, to a spouse or lineal
descendant (a “Family Member”), a trust for the exclusive benefit of Family Members, a partnership or other entity in which all the beneficial owners are Family Members, or any other entity affiliated with the Participant
that may be approved by the Committee. Subsequent transfers of Awards shall be prohibited except in accordance with this Section 10.2. All terms and conditions of the Award, including provisions relating to the termination of the
Participant’s employment or service with the Company or a Subsidiary, shall continue to apply following a transfer made in accordance with this Section 10.2.
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10.3 Restrictions on Transfer. Any Award made under this Plan may
provide that all or any part of the Shares that are (i) to be issued or transferred by the Company upon the exercise of Options or Stock Appreciation Rights, upon the termination of the Deferral Period applicable to Deferred Shares (Restricted
Stock Units) or upon payment under any grant of Performance Shares or Performance Units, or (ii) no longer subject to the substantial risk of forfeiture and restrictions on transfer referred to in Section 7, shall be subject to further
restrictions upon transfer.
10.4 Domestic Relations Orders. Notwithstanding the foregoing provisions
of this Section 10, any Award made under this Plan may be transferred as necessary to fulfill any domestic relations order as defined in Code Section 414(p)(1)(B).
11. Adjustments. The Committee shall make or provide for such adjustments in the (a) number of Shares covered by
outstanding Options, Stock Appreciation Rights, Deferred Shares (Restricted Stock Units), Restricted Shares and Performance Shares granted hereunder, (b) prices per share applicable to such Options and Stock Appreciation Rights, and
(c) kind of shares covered thereby (including shares of another issuer), as the Committee in its sole discretion may in good faith determine to be equitably required in order to prevent dilution or enlargement of the rights of Participants that
otherwise would result from (x) any stock dividend, stock split, combination or exchange of Shares, recapitalization or other change in the capital structure of the Company, (y) any merger, consolidation, spin–off, spin–out,
split–off, split–up, reorganization, partial or complete liquidation or other distribution of assets (other than a normal cash dividend), issuance of rights or warrants to purchase securities or (z) any other corporate transaction or
event having an effect similar to any of the foregoing. Moreover, in the event of any such transaction or event, the Committee may provide in substitution for any or all outstanding Awards under this Plan such alternative consideration as it may in
good faith determine to be equitable under the circumstances and may require in connection therewith the cancellation or surrender of all Awards so replaced. The Committee shall also make or provide for such adjustments in each of the limitations
specified in Section 3 as the Committee in its sole discretion may in good faith determine to be appropriate in order to reflect any transaction or event described in this Section 11. In the event the Company shall assume outstanding
employee awards or the right or obligation to make such awards in connection with the acquisition of another business or another corporation or business entity, the Committee may make such adjustments, not inconsistent with the terms of the Plan, in
the terms of Awards as it shall deem appropriate in order to achieve reasonable comparability or other equitable relationship between the assumed awards and the Awards granted under the Plan as so adjusted.
11.1 Change in Control. The Committee shall also be authorized to determine and specify in any Award
Agreement provisions which shall apply upon a change in control of the Company. A “Change in Control” of the Company for purposes of Awards made under this Plan shall mean any of the following events: (a) a dissolution
or liquidation of the Company, (b) a sale of substantially all of the assets of the Company, (c) a merger or combination involving the Company after which the owners of Common Stock of the Company immediately prior to the merger or
combination own less than 50% of the outstanding shares of common stock of the surviving corporation, or (d) the acquisition of more than 50% of the outstanding shares of Common Stock of the Company, whether by tender offer or otherwise, by any
“person” (as such term is used in Section 13(d) and 14(d) of the Securities Exchange Act of 1934) other than a trustee or other fiduciary holding securities under an employee benefit plan of the Company. The decision of
the Committee as to whether a Change in Control has occurred shall be conclusive and binding.
11.2 Cash-Out.
In connection with any change in control, the Committee, without the consent of Participants, may determine that (i) any or all outstanding Options or Stock Appreciation Rights shall be automatically exercised and cashed out in exchange for a
cash payment for such Options and Stock Appreciation Rights which may not exceed the Spread between the Option Price or Base Price and Fair Market Value on the date of exercise, and (ii) any or all other outstanding Awards shall be cashed out
in exchange for such consideration as the Committee may in good faith determine to be equitable under the circumstances.
12.
Fractional Shares. The Company shall not be required to issue any fractional Shares pursuant to this Plan. The Committee may provide for the elimination of fractions or for the settlement thereof in cash.
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13. Withholding Taxes. To the extent that the Company is required to withhold
federal, state, local or foreign taxes in connection with any payment made or benefit realized by a Participant or other person under this Plan, it shall be a condition to the receipt of such payment or the realization of such benefit that the
Participant or such other person make arrangements satisfactory to the Company for payment of all such taxes required to be withheld. At the discretion of the Committee, such arrangements may include relinquishment of a portion of such benefit. The
Fair Market Value of any Shares withheld or tendered to satisfy any such tax withholding obligations shall not exceed the amount determined by the applicable minimum statutory tax withholding rates.
14. Certain Terminations of Employment, Hardship and Approved Leaves of Absence. Notwithstanding any other provision of this
Plan to the contrary, in the event of termination of employment by reason of death, disability, normal retirement, early retirement with the consent of the Company or leave of absence approved by the Company, or in the event of hardship or other
special circumstances, of a Participant who holds an Option or Stock Appreciation Right that is not immediately and fully exercisable, any Restricted Shares as to which the substantial risk of forfeiture or the prohibition or restriction on transfer
has not lapsed, any Deferred Shares (Restricted Stock Units) as to which the Deferral Period is not complete, any Performance Shares or Performance Units that have not been fully earned, or any Shares that are subject to any transfer restriction
pursuant to Section 10.3, the Committee may in its sole discretion take any action that it deems to be equitable under the circumstances or in the best interests of the Company, including, without limitation, waiving or modifying any limitation
or requirement with respect to any Award under this Plan. However, any such actions taken by the Committee must comply with the provisions of Section 21 and the requirements of Code Section 409A and with Code Section 162(m) for
Qualified Performance-Based Awards.
15. Foreign Participants. In order to facilitate the making of any grant or combination
of grants under this Plan, the Committee may provide for such special terms for Awards to Participants who are foreign nationals, or who are employed by or perform services for the Company or any Subsidiary outside of the United States of America,
as the Committee may consider necessary or appropriate to accommodate differences in local law, tax policy or custom. Moreover, the Committee may approve such supplements to, or amendments, restatements or alternative versions of, this Plan as it
may consider necessary or appropriate for such purposes without thereby affecting the terms of this Plan as in effect for any other purpose, provided that no such supplements, amendments, restatements or alternative versions shall include any
provisions that are inconsistent with the terms of this Plan, as then in effect, unless this Plan could have been amended to eliminate such inconsistency without further approval by the stockholders of the Company.
16. Amendments and Other Matters.
16.1 Plan Amendments. This Plan may be amended from time to time by the Board, but no such amendment shall
increase any of the limitations specified in Section 3, other than to reflect an adjustment made in accordance with Section 11, without the further approval of the stockholders of the Company. The Board may condition any amendment on the
approval of the stockholders of the Company if such approval is necessary or deemed advisable with respect to the applicable listing or other requirements of a national securities exchange or other applicable laws, policies or regulations.
16.2 Award Deferrals. The Committee may permit Participants to elect to defer the issuance of Shares or the
settlement of Awards in cash under the Plan pursuant to such rules, procedures or programs as it may establish for purposes of this Plan. In the case of an award of Restricted Shares, the deferral may be effected by the Participant’s agreement
to forego or exchange his or her award of Restricted Shares and receive an award of Deferred Shares (Restricted Stock Units). The Committee also may provide that deferred settlements include the payment or crediting of interest on the deferral
amounts, or the payment or crediting of dividend equivalents where the deferral amounts are denominated in Shares. However, any Award deferrals which the Committee permits must comply with the provisions of Section 21 and the requirements of
Code Section 409A.
16.3 Conditional Awards. The Committee may condition the grant of any award or
combination of Awards under the Plan on the surrender or deferral by the Participant of his or her right to receive a cash bonus or other compensation otherwise payable by the Company or any Subsidiary to the Participant, provided that any such
grant must comply with the provisions of Section 21 and the requirements of Code Section 409A.
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16.4 Repricing Prohibited. The terms of outstanding Awards may not
be amended to reduce the Option Price of outstanding Options or Base Price of outstanding Stock Appreciation Rights or cancel outstanding Options or Stock Appreciation Rights in exchange for cash, other Awards or Options or Stock Appreciation Rights
with an Option Price or Base Price that is less than the Option Price or Base Price of the original Options or Stock Appreciation Rights without stockholder approval, provided that nothing herein shall prevent the Committee from taking any action
provided for in Section 11.
16.5 No Employment Right. This Plan shall not confer upon any Participant
any right with respect to continuance of employment or other service with the Company or any Subsidiary and shall not interfere in any way with any right that the Company or any Subsidiary would otherwise have to terminate any Participant’s
employment or other service at any time.
16.6 Tax Qualification. To the extent that any provision of this
Plan would prevent any Option that was intended to qualify under particular provisions of the Code from so qualifying, such provision of this Plan shall be null and void with respect to such Option, provided that such provision shall remain in
effect with respect to other Options, and there shall be no further effect on any provision of this Plan.
16.7
Amendments to Comply with Laws, Regulations or Rules. Notwithstanding any other provision of the Plan or any Award Agreement to the contrary, in its sole and absolute discretion and without the consent of any Participant, the Board may
amend the Plan, and the Committee may amend any Award Agreement, to take effect retroactively or otherwise as it deems necessary or advisable for the purpose of conforming the Plan or such Award Agreement to any present or future law, regulation or
rule applicable to the Plan, including, but not limited to, Code Section 409A.
17. Effective Date. This Plan shall
become effective upon its approval by the stockholders of the Company.
18. Termination. This Plan shall terminate on the
tenth anniversary of the date upon which it is approved by the stockholders of the Company, and no Award shall be granted after that date.
19. Limitations Period. Any person who believes he or she is being denied any benefit or right under the Plan may file a written
claim with the Committee. Any claim must be delivered to the Committee within forty-five (45) days of the specific event giving rise to the claim. Untimely claims will not be processed and shall be deemed denied. The Committee, or its
designated agent, will notify the Participant of its decision in writing as soon as administratively practicable. Claims not responded to by the Committee in writing within ninety (90) days of the date the written claim is delivered to the
Committee shall be deemed denied. The Committee’s decision shall be final, conclusive and binding on all persons. No lawsuit relating to the Plan may be filed before a written claim is filed with the Committee and is denied or deemed denied,
and any lawsuit must be filed within one year of such denial or deemed denial or be forever barred.
20. Governing Law. The
validity, construction and effect of this Plan and any Award hereunder will be determined in accordance with the Delaware General Corporation Law, except to the extent governed by applicable federal law.
21. Compliance with Code Section 409A.
21.1 Awards Subject to Section 409A. The provisions of this Section 21 shall apply to any Award or
portion thereof that is or becomes subject to Code Section 409A (“Section 409A”), notwithstanding any provision to the contrary contained in the Plan or the Award Agreement applicable to such Award. Awards subject to
Section 409A include, without limitation:
(a) Any Nonqualified Stock Option or Stock Appreciation Right that permits
the deferral of compensation other than the deferral of recognition of income until the exercise of the Award.
(b) Any
other Award that either (i) provides by its terms for settlement of all or any portion of the Award on one or more dates following the Short-Term Deferral Period (as defined below) or (ii) permits or requires the Participant to elect one
or more dates on which the Award will be settled.
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Subject to any applicable U.S. Treasury Regulations promulgated pursuant to Section 409A or
other applicable guidance, the term “Short-Term Deferral Period” means the period ending on the later of (i) the date that is two and one-half months from the end of the Company’s fiscal year in which the applicable
portion of the Award is no longer subject to a substantial risk of forfeiture or (ii) the date that is two and one-half months from the end of the Participant’s taxable year in which the applicable portion of the Award is no longer subject
to a substantial risk of forfeiture. For this purpose, the term “substantial risk of forfeiture” shall have the meaning set forth in any applicable U.S. Treasury Regulations promulgated pursuant to Section 409A or other
applicable guidance.
21.2 Deferral and/or Distribution Elections. Except as otherwise permitted or required
by Section 409A or any applicable U.S. Treasury Regulations promulgated pursuant to Section 409A or other applicable guidance, the following rules shall apply to any deferral and/or distribution elections (each, an
“Election”) that may be permitted or required by the Committee pursuant to an Award subject to Section 409A:
(a) All Elections must be in writing and specify the amount of the distribution in settlement of an Award being deferred, as
well as the time and form of distribution as permitted by this Plan.
(b) All Elections shall be made by the end of the
Participant’s taxable year prior to the year in which services commence for which an Award may be granted to such Participant; provided, however, that if the Award qualifies as “performance-based compensation” for
purposes of Section 409A and is based on services performed over a period of at least twelve (12) months, then the Election may be made no later than six (6) months prior to the end of such period.
(c) Elections shall continue in effect until a written election to revoke or change such Election is received by the Company,
except that a written election to revoke or change such Election must be made prior to the last day for making an Election determined in accordance with paragraph (b) above or as permitted by Section 21.3.
21.3 Subsequent Elections. Any Award subject to Section 409A which permits a subsequent Election to delay
the distribution or change the form of distribution in settlement of such Award shall comply with the following requirements:
(a) No subsequent Election may take effect until at least twelve (12) months after the date on which the subsequent
Election is made;
(b) Each subsequent Election related to a distribution in settlement of an Award not described in
Section 21.4(b), 21.4(c) or 21.4(f) must result in a delay of the distribution for a period of not less than five (5) years from the date such distribution would otherwise have been made; and
(c) No subsequent Election related to a distribution pursuant to Section 21.4(d) shall be made less than twelve
(12) months prior to the date of the first scheduled payment under such distribution.
21.4 Distributions
Pursuant to Deferral Elections. No distribution in settlement of an Award subject to Section 409A may commence earlier than:
(a) Separation from service (as determined pursuant to U.S. Treasury Regulations or other applicable guidance);
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(b) The date the Participant becomes Disabled (as defined below);
(c) Death;
(d) A specified time (or pursuant to a fixed schedule) that is either (i) specified by the Committee upon the grant of an
Award and set forth in the Award Agreement evidencing such Award or (ii) specified by the Participant in an Election complying with the requirements of Section 21.2 and/or 21.3, as applicable;
(e) To the extent provided by U.S. Treasury Regulations promulgated pursuant to Section 409A or other applicable guidance,
a change in the ownership or effective control or the Company or in the ownership of a substantial portion of the assets of the Company; or
(f) The occurrence of an Unforeseeable Emergency (as defined below).
Notwithstanding anything else herein to the contrary, to the extent that a Participant is a “Specified Employee” (as
defined in Code Section 409A(a)(2)(B)(i)), no distribution pursuant to Section 21.4(a) in settlement of an Award subject to Section 409A may be made before the date which is six (6) months after such Participant’s date of
separation from service, or, if earlier, the date of the Participant’s death.
21.5 Unforeseeable
Emergency. The Committee shall have the authority to provide in the Award Agreement evidencing any Award subject to Section 409A for distribution in settlement of all or a portion of such Award in the event that a Participant
establishes, to the satisfaction of the Committee, the occurrence of an Unforeseeable Emergency (as defined in Section 409A). In such event, the amount(s) distributed with respect to such Unforeseeable Emergency cannot exceed the amounts
necessary to satisfy such Unforeseeable Emergency plus amounts necessary to pay taxes reasonably anticipated as a result of such distribution(s), after taking into account the extent to which such hardship is or may be relieved through reimbursement
or compensation by insurance or otherwise or by liquidation of the Participant’s assets (to the extent the liquidation of such assets would not itself cause severe financial hardship). All distributions with respect to an Unforeseeable
Emergency shall be made in a lump sum as soon as practicable following the Committee’s determination that an Unforeseeable Emergency has occurred. The occurrence of an Unforeseeable Emergency shall be judged and determined by the Committee. The
Committee’s decision with respect to whether an Unforeseeable Emergency has occurred and the manner in which, if at all, the distribution in settlement of an Award shall be altered or modified, shall be final, conclusive, and not subject to
approval or appeal.
21.6 Disabled. The Committee shall have the authority to provide in the Award Agreement
evidencing any Award subject to Section 409A for distribution in settlement of such Award in the event that the Participant becomes Disabled. A Participant shall be considered “Disabled” if either:
(a) the Participant is unable to engage in any substantial gainful activity by reason of any medically determinable physical or
mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months, or
(b) the Participant is, by reason of any medically determinable physical or mental impairment which can be expected to result
in death or can be expected to last for a continuous period of not less than twelve (12) months, receiving income replacement benefits for a period of not less than three (3) months under an accident and health plan covering employees of
the Participant’s employer.
All distributions payable by reason of a Participant becoming Disabled shall be paid in a lump sum or in
periodic installments as established by the Participant’s Election, commencing as soon as practicable following the date the Participant becomes Disabled. If the Participant has made no Election with respect to distributions upon becoming
Disabled, all such distributions shall be paid in a lump sum as soon as practicable following the date the Participant becomes Disabled.
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21.7 Death. If a Participant dies before complete distribution of
amounts payable upon settlement of an Award subject to Section 409A, such undistributed amounts shall be distributed to his or her beneficiary under the distribution method for death established by the Participant’s Election as soon as
administratively possible following receipt by the Committee of satisfactory notice and confirmation of the Participant’s death. If the Participant has made no Election with respect to distributions upon death, all such distributions shall be
paid in a lump sum as soon as practicable following the date of the Participant’s death.
21.8 No Acceleration
of Distributions. Notwithstanding anything to the contrary herein, this Plan does not permit the acceleration of the time or schedule of any distribution under this Plan in settlement of an Award subject to Section 409A, except as
provided by Section 409A and/or U.S. Treasury Regulations promulgated pursuant to Section 409A or other applicable guidance.
22. Predecessor Plan. Upon stockholder approval of this Plan pursuant to Section 17, no new awards will be granted
under the Predecessor Plan; provided that the annual grants of Deferred Shares (Restricted Stock Units) to Nonemployee Directors will be made under the Predecessor Plan on the effective date of this Plan, and all outstanding awards under the
Predecessor Plan on the effective date of this Plan will be satisfied from the Shares which are available and have been reserved under the Predecessor Plan.
15
EXHIBIT 31.1
CERTIFICATION
I, Richard W. Parod,
certify that:
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1. |
I have reviewed this quarterly report on Form 10-Q of Lindsay Corporation; |
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2. |
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by this report; |
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3. |
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this report; |
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4. |
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control
over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
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(a) |
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
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(b) |
Designed such internal control over financial reporting, or caused internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial
reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
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(c) |
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of
the period covered by this report based on such evaluation; and |
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(d) |
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter
in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
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5. |
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the
registrant’s board of directors (or persons performing the equivalent functions): |
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(a) |
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record,
process, summarize and report financial information; and |
| |
(b) |
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
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| /s/ RICHARD W. PAROD |
|
|
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President and Chief Executive Officer |
| Richard W. Parod |
|
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March 26, 2015 |
EXHIBIT 31.2
CERTIFICATION
I, James C. Raabe, certify
that:
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1. |
I have reviewed this quarterly report on Form 10-Q of Lindsay Corporation; |
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2. |
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by this report; |
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3. |
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this report; |
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4. |
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control
over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
| |
(a) |
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
| |
(b) |
Designed such internal control over financial reporting, or caused internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial
reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
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(c) |
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of
the period covered by this report based on such evaluation; and |
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(d) |
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter
in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
| |
5. |
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the
registrant’s board of directors (or persons performing the equivalent functions): |
| |
(a) |
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record,
process, summarize and report financial information; and |
| |
(b) |
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
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| /s/ JAMES C. RAABE |
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Vice President and Chief Financial Officer |
| James C. Raabe |
|
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|
March 26, 2015 |
EXHIBIT 32.1
CERTIFICATION
In connection with the
accompanying Quarterly Report on Form 10-Q (the “Report”) of Lindsay Corporation (the “Company”) for the quarter ended February 28, 2015, I, Richard W. Parod, Chief Executive Officer of the Company and I, James C. Raabe,
Chief Financial Officer of the Company, hereby certify pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, to my knowledge, that:
| |
(1) |
the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and |
| |
(2) |
the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. |
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|
/s/ RICHARD W. PAROD |
|
|
Richard W. Parod |
|
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President and Chief Executive Officer |
|
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|
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/s/ JAMES C. RAABE |
|
|
James C. Raabe |
|
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Vice President and Chief Financial Officer |
|
|
|
|
March 26, 2015 |
A signed original of this written statement required by Section 906 has been provided to the Company and will be retained
by the Company and furnished to the Securities and Exchange Commission or its staff upon request.
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