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Table of Contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10‑Q

(MARK ONE)

☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended May 31, 2020

☐	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.)

18135 Burke Street, Suite 100, Omaha, Nebraska		68022
(Address of principal executive offices)		(Zip Code)

402‑829-6800

(Registrant's telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $1.00 par value	LNN	New York Stock Exchange, Inc.

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 ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act:

Large accelerated filer	☒	Accelerated filer	☐
Non‑accelerated filer	☐	Smaller reporting company	☐
Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of June 26, 2020, 10,834,763 shares of the registrant’s common stock were outstanding.

Table of Contents

Lindsay Corporation

INDEX FORM 10-Q

		Page

Part I – FINANCIAL INFORMATION		3

	ITEM 1 – Financial Statements	3

	Condensed Consolidated Statements of Operations for the three and nine months ended May 31, 2020 and May 31, 2019	3

	Condensed Consolidated Statements of Comprehensive Income for the three and nine months ended May 31, 2020 and May 31, 2019	4

	Condensed Consolidated Balance Sheets as of May 31, 2020, May 31, 2019, and August 31, 2019	5

	Condensed Consolidated Statements of Shareholders’ Equity for the three and nine months ended May 31, 2020 and May 31, 2019	6

	Condensed Consolidated Statements of Cash Flows for the nine months ended May 31, 2020 and May 31, 2019	8

	Notes to the Condensed Consolidated Financial Statements	9

	ITEM 2 – Management’s Discussion and Analysis of Financial Condition and Results of Operations	20

	ITEM 3 – Quantitative and Qualitative Disclosures about Market Risk	28

	ITEM 4 – Controls and Procedures	28

Part II – OTHER INFORMATION		29

	ITEM 1 – Legal Proceedings	29

	ITEM 1A – Risk Factors	29

	ITEM 2 – Unregistered Sales of Equity Securities and Use of Proceeds	29

	ITEM 3 – Defaults Upon Senior Securities	29

	ITEM 4 – Mine Safety Disclosures	29

	ITEM 5 – Other Information	29

	ITEM 6 – Exhibits	30

SIGNATURES		31

- 2 -

Table of Contents

Part I – FINANCIAL INFORMATION

ITEM 1 - Financial Statements

LINDSAY CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

	Three months ended						Nine months ended
($ and shares in thousands, except per share amounts)	May 31, 2020			May 31, 2019			May 31, 2020			May 31, 2019
Operating revenues	$	123,106		$	121,054		$	346,287		$	342,187
Cost of operating revenues		83,410			91,055			239,111			259,066
Gross profit		39,696			29,999			107,176			83,121

Operating expenses:
Selling expense		7,417			7,515			22,101			23,934
General and administrative expense		13,055			14,695			38,026			46,585
Engineering and research expense		3,396			3,314			10,303			10,547
Total operating expenses		23,868			25,524			70,430			81,066

Operating income		15,828			4,475			36,746			2,055

Other income (expense):
Interest expense		(1,197	)		(1,169	)		(3,574	)		(3,552	)
Interest income		408			525			1,412			1,930
Other expense, net		(2,774	)		(602	)		(4,197	)		(591	)

Earnings (loss) before income taxes		12,265			3,229			30,387			(158	)

Income tax expense (benefit)		2,171			332			6,432			(827	)

Net earnings	$	10,094		$	2,897		$	23,955		$	669

Earnings per share:
Basic	$	0.93		$	0.27		$	2.21		$	0.06
Diluted	$	0.93		$	0.27		$	2.21		$	0.06

Shares used in computing earnings per share:
Basic		10,835			10,786			10,818			10,779
Diluted		10,877			10,814			10,854			10,807

Cash dividends declared per share	$	0.32		$	0.31		$	0.94		$	0.93

See accompanying notes to condensed consolidated financial statements.

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Table of Contents

LINDSAY CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(Unaudited)

	Three months ended						Nine months ended
($ in thousands)	May 31, 2020			May 31, 2019			May 31, 2020			May 31, 2019
Net earnings	$	10,094		$	2,897		$	23,955		$	669
Other comprehensive (loss) income:
Defined benefit pension plan adjustment, net of tax		43			38			129			104
Foreign currency translation adjustment, net of hedging activities and tax		(2,642	)		(1,831	)		(3,831	)		125
Unrealized gains on marketable securities, net of tax		59			—			121			—
Total other comprehensive (loss) income, net of tax expense of $297, $120, $670 and $421, respectively		(2,540	)		(1,793	)		(3,581	)		229
Total comprehensive income	$	7,554		$	1,104		$	20,374		$	898

See accompanying notes to condensed consolidated financial statements.

- 4 -

Table of Contents

LINDSAY CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)

($ and shares in thousands, except par values)	May 31, 2020			May 31, 2019			August 31, 2019
ASSETS
Current assets:
Cash and cash equivalents	$	102,474		$	110,839		$	127,204
Marketable securities		19,012			—			—
Receivables, net of allowance of $2,607, $2,498, and $2,635, respectively		84,931			94,584			75,551
Inventories, net		113,301			91,091			92,287
Assets held-for-sale		—			2,744			2,744
Other current assets, net		19,469			17,903			15,704
Total current assets		339,187			317,161			313,490

Property, plant, and equipment:
Cost		198,180			188,215			188,695
Less accumulated depreciation		(125,353	)		(117,848	)		(119,727	)
Property, plant, and equipment, net		72,827			70,367			68,968

Intangibles, net		24,053			25,103			24,382
Goodwill		67,635			64,454			64,387
Operating lease right-of-use assets		27,663			—			—
Deferred income tax assets		11,118			8,783			11,758
Other noncurrent assets		15,003			20,054			17,329
Total assets	$	557,486		$	505,922		$	500,314

LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable	$	35,310		$	37,509		$	29,434
Current portion of long-term debt		195			208			209
Other current liabilities		71,712			49,102			52,488
Total current liabilities		107,217			86,819			82,131

Pension benefits liabilities		5,787			5,661			6,029
Long-term debt		115,723			115,885			115,846
Operating lease liabilities		26,333			—			—
Deferred income tax liabilities		835			918			872
Other noncurrent liabilities		18,633			26,245			27,227
Total liabilities		274,528			235,528			232,105

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; 18,918, 18,870, and 18,870 shares issued, respectively		18,918			18,870			18,870
Capital in excess of stated value		76,188			70,566			71,684
Retained earnings		488,518			476,580			474,740
Less treasury stock - at cost, 8,083 shares		(277,238	)		(277,238	)		(277,238	)
Accumulated other comprehensive loss, net		(23,428	)		(18,384	)		(19,847	)
Total shareholders' equity		282,958			270,394			268,209
Total liabilities and shareholders' equity	$	557,486		$	505,922		$	500,314

See accompanying notes to condensed consolidated financial statements.

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Lindsay Corporation and Subsidiaries
CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY
($ and shares in thousands, except per share amounts)
(Unaudited)
	Shares of common stock		Shares of treasury stock		Common stock		Capital in excess of stated value			Retained earnings			Treasury stock			Accumulated other comprehensive loss, net			Total shareholders’ equity
Balance at August 31, 2018		18,841		8,083	$	18,841	$	68,465		$	484,886		$	(277,238	)	$	(18,088	)	$	276,866
Comprehensive income:
Net earnings		—		—		—		—			669			—			—			669
Other comprehensive income		—		—		—		—			—			—			229			229
Total comprehensive income		—		—		—		—			—			—			—			898
Cash dividends ($0.93) per share		—		—		—		—			(10,032	)		—			—			(10,032	)
Issuance of common shares under share compensation plans, net		29		—		29		(976	)		—			—			—			(947	)
Share-based compensation expense		—		—		—		3,077			—			—			—			3,077
Cumulative impact of ASC 606 adoption		—		—		—		—			532			—			—			532
Cumulative impact of ASU 2018-02 adoption		—		—		—		—			525			—			(525	)		—
Balance at May 31, 2019		18,870		8,083	$	18,870	$	70,566		$	476,580		$	(277,238	)	$	(18,384	)	$	270,394


Balance at August 31, 2019		18,870		8,083	$	18,870	$	71,684		$	474,740		$	(277,238	)	$	(19,847	)	$	268,209
Comprehensive income:
Net earnings		—		—		—		—			23,955			—			—			23,955
Other comprehensive loss		—		—		—		—			—			—			(3,581	)		(3,581	)
Total comprehensive income		—		—		—		—			—			—			—			20,374
Cash dividends ($0.94) per share		—		—		—		—			(10,177	)		—			—			(10,177	)
Issuance of common shares under share compensation plans, net		48		—		48		386			—			—			—			434
Share-based compensation expense		—		—		—		4,118			—			—			—			4,118
Balance at May 31, 2020		18,918		8,083	$	18,918	$	76,188		$	488,518		$	(277,238	)	$	(23,428	)	$	282,958

See accompanying notes to condensed consolidated financial statements.

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Lindsay Corporation and Subsidiaries
CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY
($ and shares in thousands, except per share amounts)
(Unaudited)
	Shares of common stock		Shares of treasury stock		Common stock		Capital in excess of stated value		Retained earnings			Treasury stock			Accumulated other comprehensive loss, net			Total shareholders’ equity
Balance at February 28, 2019		18,870		8,083	$	18,870	$	69,772	$	477,027		$	(277,238	)	$	(16,591	)	$	271,840
Comprehensive income:
Net earnings		—		—		—		—		2,897			—			—			2,897
Other comprehensive loss		—		—		—		—		—			—			(1,793	)		(1,793	)
Total comprehensive income		—		—		—		—		—			—			—			1,104
Cash dividends ($0.31) per share		—		—		—		—		(3,344	)		—			—			(3,344	)
Share-based compensation expense		—		—		—		794		—			—			—			794
Balance at May 31, 2019		18,870		8,083	$	18,870	$	70,566	$	476,580		$	(277,238	)	$	(18,384	)	$	270,394


Balance at February 29, 2020		18,918		8,083	$	18,918	$	74,645	$	481,890		$	(277,238	)	$	(20,888	)	$	277,327
Comprehensive income:
Net earnings		—		—		—		—		10,094			—			—			10,094
Other comprehensive loss		—		—		—		—		—			—			(2,540	)		(2,540	)
Total comprehensive income		—		—		—		—		—			—			—			7,554
Cash dividends ($0.32) per share		—		—		—		—		(3,466	)		—			—			(3,466	)
Share-based compensation expense		—		—		—		1,543		—			—			—			1,543
Balance at May 31, 2020		18,918		8,083	$	18,918	$	76,188	$	488,518		$	(277,238	)	$	(23,428	)	$	282,958

See accompanying notes to condensed consolidated financial statements.

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LINDSAY CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

	Nine months ended
($ in thousands)	May 31, 2020			May 31, 2019
CASH FLOWS FROM OPERATING ACTIVITIES:
Net earnings	$	23,955		$	669
Adjustments to reconcile net earnings to net cash provided by (used in) operating activities:
Depreciation and amortization		14,146			10,452
Gain on sale of assets held-for-sale		(1,191	)		—
Loss on sale of business		—			301
Provision for uncollectible accounts receivable		466			(726	)
Deferred income taxes		27			(2,556	)
Share-based compensation expense		4,118			3,226
Foreign currency transaction loss		3,632			99
Other, net		1,575			(113	)
Changes in assets and liabilities:
Receivables		(11,379	)		(26,371	)
Inventories		(23,765	)		(14,467	)
Other current assets		(6,681	)		546
Accounts payable		5,385			9,072
Other current liabilities		14,485			(4,078	)
Other noncurrent assets and liabilities		(8,810	)		4,318
Net cash provided by (used in) operating activities		15,963			(19,628	)

CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property, plant, and equipment		(12,268	)		(20,210	)
Proceeds from sale of assets held-for-sale		3,955			—
Purchases of marketable securities available-for-sale		(23,389	)		—
Proceeds from maturities of marketable securities available-for-sale		4,320			—
Proceeds from settlement of net investment hedges		1,503			2,262
Payments for settlement of net investment hedges		—			(327	)
Acquisition of business, net of cash acquired		(3,034	)		—
Other investing activities, net		—			60
Net cash used in investing activities		(28,913	)		(18,215	)

CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from exercise of stock options		1,545			177
Common stock withheld for payroll tax obligations		(1,111	)		(1,124	)
Principal payments on long-term debt		(174	)		(153	)
Payment of debt issuance costs		—			(115	)
Dividends paid		(10,177	)		(10,032	)
Net cash used in financing activities		(9,917	)		(11,247	)

Effect of exchange rate changes on cash and cash equivalents		(1,863	)		(858	)
Net change in cash and cash equivalents		(24,730	)		(49,948	)
Cash and cash equivalents, beginning of period		127,204			160,787
Cash and cash equivalents, end of period	$	102,474		$	110,839

SUPPLEMENTAL CASH FLOW INFORMATION
Income taxes paid, net of refunds	$	2,910		$	6,278
Interest paid	$	2,409		$	2,379

NONCASH INVESTING ACTIVITIES:
Earn-out liability related to business acquisition	$	1,195	$ ─
Holdback related to business acquisition	$	300	$ ─
Note receivable from sale of business	$ ─			$ 5,589

See accompanying notes to condensed consolidated financial statements.

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LINDSAY CORPORATION AND SUBSIDIARIES

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Note 1 – Basis of Presentation

The condensed consolidated financial statements are presented in accordance with the rules and regulations of the Securities and Exchange Commission (the “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, 2019.

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.

Recent Accounting Guidance Not Yet Adopted

In June 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2016-13, Financial Instruments - Credit Losses (Topic 326), Measurement of Credit Losses on Financial Instruments. The standard replaces the incurred loss impairment methodology in current U.S. GAAP with a methodology that reflects expected credit losses on instruments within its scope, including trade receivables. This update is intended to provide financial statement users with more decision-useful information about the expected credit losses. The effective date of ASU No. 2016-13 will be the first quarter of the Company’s fiscal 2021 with early adoption permitted. The Company does not expect the adoption of this ASU to have a material impact on its consolidated financial statements and related disclosures.

Recent Accounting Guidance Adopted

In February 2016, the FASB issued ASU 2016-02, Leases, which requires lessees to recognize a right-of-use asset and a lease liability for most leases and disclose key information about leasing arrangements. The new guidance became effective for the Company in the first quarter of fiscal 2020. The Company implemented Accounting Standards Codification (“ASC”) 842 and recorded a right of use asset and lease liability of $26.2 million and $29.5 million, respectively, upon adoption of the standard on the first day of fiscal 2020.

In August 2017, the FASB issued ASU No. 2017-12, Targeted Improvements to Accounting for Hedging Activities, which modifies the financial reporting of hedging relationships through changes to both the designation and measurement guidance for qualifying hedging relationships and the presentation of hedge results. ASU No. 2017-12 became effective in the first quarter of the Company’s fiscal 2020. The adoption of this ASU did not have a material impact on the Company’s consolidated financial statements.

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Note 2 – Revenue Recognition

Disaggregation of Revenue

A breakout by segment of revenue recognized over time versus at a point in time for the three and nine months ended May 31, 2020 and May 31, 2019 is as follows:

	Three months ended						Three months ended
	May 31, 2020						May 31, 2019
($ in thousands)	Irrigation		Infrastructure		Total		Irrigation		Infrastructure		Total
Point in time	$	83,128	$	24,499	$	107,627	$	89,442	$	19,429	$	108,871
Over time		10,395		2,621		13,016		9,176		1,589		10,765
Revenue from the contracts with customers		93,523		27,120		120,643		98,618		21,018		119,636

Lease revenue		—		2,463		2,463		—		1,418		1,418
Total operating revenues	$	93,523	$	29,583	$	123,106	$	98,618	$	22,436	$	121,054


	Nine months ended						Nine months ended
	May 31, 2020						May 31, 2019
($ in thousands)	Irrigation		Infrastructure		Total		Irrigation		Infrastructure		Total
Point in time	$	229,529	$	64,257	$	293,786	$	256,466	$	51,593	$	308,059
Over time		38,419		7,306		45,725		25,528		4,372		29,900
Revenue from the contracts with customers		267,948		71,563		339,511		281,994		55,965		337,959

Lease revenue		—		6,776		6,776		—		4,228		4,228
Total operating revenues	$	267,948	$	78,339	$	346,287	$	281,994	$	60,193	$	342,187

Further disaggregation of revenue is disclosed in the Note 16 – Industry Segment Information.

For contracts with an initial length longer than twelve months, the unsatisfied performance obligations were $6.1 million at May 31, 2020.

Contract Balances

Contract assets arise when recorded revenue for a contract exceeds the amounts billed under the terms of such contract. Contract liabilities arise when billed amounts exceed revenue recorded. Amounts are billable to customers upon various measures of performance, including achievement of certain milestones and completion of specified units of completion of the contract. At May 31, 2020, May 31, 2019, and August 31, 2019, contract assets amounted to $0.8 million, $1.4 million, and $1.3 million, respectively. These amounts are included within other current assets on the condensed consolidated balance sheet.

Contract liabilities include advance payments from customers and billings in excess of delivery of performance obligations. At May 31, 2020, May 31, 2019, and August 31, 2019, contract liabilities amounted to $16.9 million, $13.1 million, and $18.4 million, respectively. Contract liabilities are included within other current liabilities on the condensed consolidated balance sheets. During the Company’s nine months ended May 31, 2020 and 2019, the Company recognized $13.5 million and $0.8 million of revenue that were included in the liabilities as of August 31, 2019 and 2018, respectively. The revenue recognized was due to applying advance payments received for the performance obligations completed during the quarter.

Note 3 – Acquisitions and Divestitures

Net Irrigate, LLC

On April 8, 2020, the Company completed the acquisition of the membership interests of Net Irrigate, LLC (“Net Irrigate”). Net Irrigate is an agriculture technology company based in Indiana that provides remote monitoring services for irrigation customers. The purchase price of $4.5 million consisted of (i) $3.0 million, net of cash acquired, paid in cash at closing and financed from the Company’s cash on hand, (ii) $0.3 million of cash to be paid within ninety days of closing, and (iii) an earn-out payment, initially valued at $1.2 million, based on active customers one year subsequent to the closing date. The fair value of the earn-out payment was calculated using the weighted average probability for each potential outcome and has a maximum potential payout of $1.5 million.

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The Company’s allocation of purchase price consists of goodwill of $3.2 million and various other assets and liabilities amounting to $1.3 million. The allocation of purchase price is considered preliminary, largely with the respect to the valuation of certain acquired intangible assets.

Divestitures and held-for-sale

The Company completed the divestiture of its Company-owned irrigation dealership during the first quarter of fiscal 2019 and recorded a loss on sale of $0.3 million included in general and administrative expense on the condensed consolidated statement of operations for the nine months ended May 31, 2019. The Company received a note of $5.6 million as proceeds for this sale. This is included as a noncash investing activity on the condensed consolidated statement of cash flows for the nine months ended May 31, 2019.

Additionally, during the fourth quarter of fiscal 2018, the Company closed one of its infrastructure manufacturing facilities in North America and consolidated its operations with an irrigation manufacturing facility. In the second quarter of fiscal 2020, the company sold the building for net proceeds of $3.9 million, resulting in a gain of $1.2 million. The gain on sale is included in cost of goods sold on the condensed consolidated statement of earnings for the nine months ended May 31, 2020. The building was included within the caption “Assets held-for-sale” for $2.7 million in the condensed consolidated balance sheet as of May 31, 2019 and August 31, 2019.

Note 4 – Net Earnings per Share

Basic earnings per share is calculated on the basis of weighted average outstanding common shares. Diluted earnings per share is calculated on the basis of basic weighted average outstanding common shares adjusted for the dilutive effect of stock options, restricted stock unit awards and other dilutive securities. When a period results in a net loss, the impact of outstanding stock awards is excluded from the diluted loss per share calculation as the inclusion would have an anti-dilutive effect.

The following table shows the computation of basic and diluted net earnings per share for the three and nine months ended May 31, 2020 and May 31, 2019:

	Three months ended				Nine months ended
($ and shares in thousands, except per share amounts)	May 31, 2020		May 31, 2019		May 31, 2020		May 31, 2019
Numerator:
Net earnings	$	10,094	$	2,897	$	23,955	$	669

Denominator:
Weighted average shares outstanding		10,835		10,786		10,818		10,779
Diluted effect of stock awards		42		28		36		28
Weighted average shares outstanding assuming dilution		10,877		10,814		10,854		10,807

Basic net earnings per share	$	0.93	$	0.27	$	2.21	$	0.06
Diluted net earnings per share	$	0.93	$	0.27	$	2.21	$	0.06

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. In addition, 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				Nine months ended
(Units and options in thousands)	May 31, 2020		May 31, 2019		May 31, 2020		May 31, 2019
Restricted stock units		3		—		9		11
Stock options		115		88		42		66
Performance stock units		—		—		7		3

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Note 5 – Income Taxes

The Company recorded income tax expense of $2.2 million and $0.3 million for the three months ended May 31, 2020 and 2019, respectively, and recorded income tax expense of $6.4 million and income tax benefit of $0.8 million for the nine months ended May 31, 2020 and 2019, respectively.

It is the Company’s policy to report income tax expense for interim periods using an estimated annual effective income tax rate. The estimated annual effective income tax rate was 23.6 percent and 42.6 percent for the nine months ended May 31, 2020 and 2019, respectively. The decrease in the estimated annual effective income tax rate from May 2019 to May 2020 relates primarily to the change in earnings mix between U.S. and foreign operations. A larger percentage of earnings for the nine months ended May 31, 2019 was generated in foreign jurisdictions taxed at a higher statutory rate than the 21 percent U.S. federal tax rate. 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 impact of such events within income tax expense amounted to a net benefit of $0.3 million and $0.8 million for the nine months ended May 31, 2020 and 2019, respectively.

The United States enacted significant tax reform into law on December 22, 2017 by enacting the U.S. Tax Cuts and Jobs Act (“U.S. Tax Reform”). U.S. Tax Reform made complex and broad changes to the U.S. tax laws. U.S. Tax Reform established new income tax provisions that will affect the Company’s fiscal year 2020, including, but not limited to, establishing a new minimum tax on global intangible low-taxed income (“GILTI”). The Company has elected to account for GILTI as a period cost, the effect of which is reflected in the estimated annual effective tax rate of 23.6 percent for the nine months ended May 31, 2020.

Note 6 – Inventories

Inventories consisted of the following as of May 31, 2020, May 31, 2019, and August 31, 2019:

($ in thousands)	May 31, 2020			May 31, 2019			August 31, 2019
Raw materials and supplies	$	50,820		$	44,742		$	49,047
Work in process		7,819			6,917			4,514
Finished goods and purchased parts, net		59,496			47,659			46,812
Total inventory value before LIFO adjustment		118,135			99,318			100,373
Less adjustment to LIFO value		(4,834	)		(8,227	)		(8,086	)
Inventories, net	$	113,301		$	91,091		$	92,287

Note 7 – Long-Term Debt

The following table sets forth the outstanding principal balances of the Company’s long-term debt as of the dates shown:

($ in thousands)	May 31, 2020			May 31, 2019			August 31, 2019
Series A Senior Notes	$	115,000		$	115,000		$	115,000
Revolving Credit Facility		—			—			—
Elecsys Series 2006A Bonds		1,397			1,622			1,571
Total debt		116,397			116,622			116,571
Less current portion		(195	)		(208	)		(209	)
Less unamortized debt issuance costs		(479	)		(529	)		(516	)
Total long-term debt	$	115,723		$	115,885		$	115,846

Principal payments on the debt are due as follows:

Due within	$ in thousands
1 year	$	195
2 years		216
3 years		220
4 years		225
5 years		229
Thereafter		115,312
	$	116,397

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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 counterparties that have investment grade credit ratings. Fair values of derivative instruments are as follows:

($ in thousands)	Balance sheet location	May 31, 2020			May 31, 2019			August 31, 2019
Derivatives designated as hedging instruments:
Foreign currency forward contracts	Other current assets	$	—		$	533		$	1,073
Foreign currency forward contracts	Other current liabilities		—			—			—
Total derivatives designated as hedging instruments		$	—		$	533		$	1,073

Derivatives not designated as hedging instruments:
Foreign currency option contracts	Other current assets	$	909		$	1		$	39
Foreign currency forward contracts	Other current liabilities		(528	)		(22	)		—
Total derivatives not designated as hedging instruments		$	381		$	(21	)	$	39

Accumulated other comprehensive income included realized and unrealized after-tax gains of $7.3 million, $6.3 million, and $7.0 million at May 31, 2020, May 31, 2019, and August 31, 2019, respectively, related to derivative contracts designated as hedging instruments.

Net Investment Hedging Relationships

The amount of gain recognized in other comprehensive income is as follows:

Three months ended

Nine months ended

($ in thousands)

May 31,

2020

May 31,

2019

May 31,

2020

May 31,

2019

Foreign currency forward contracts, net of tax

expense of $63, $182, $123 and $368, respectively

101

682

304

1,324

For the three months ended May 31, 2020 and 2019, the Company settled foreign currency forward contracts resulting in an after-tax net gain of $0.3 million and $0.6 million, respectively, which was included in other comprehensive income as part of a currency translation adjustment. For the nine months ended May 31, 2020 and May 31, 2019, the Company settled foreign currency forward contracts resulting in an after-tax net gain of $1.1 million and $1.5 million, respectively, which were included in other comprehensive income as part of a currency translation adjustment. There were no amounts recorded in the condensed consolidated statements of operations related to ineffectiveness of foreign currency forward contracts related to net investment hedges for the three and nine months ended May 31, 2020 and May 31, 2019.

At May 31, 2020, the Company had no foreign currency forward contracts qualifying as a hedge of a net investment in foreign operations. However, at May 31, 2019, and August 31, 2019, the Company had outstanding foreign currency forward contracts to sell a notional amount of 32.7 million Euro, on each date, at fixed prices to settle during the next fiscal quarter. Additionally, at May 31, 2019, the Company had an outstanding foreign currency forward contract to sell a notional amount of 43.0 million South African Rand at a fixed price settled during the next fiscal quarter. These foreign currency forward contracts qualify as hedges of a net investment in foreign operations.

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Derivatives Not Designated as Hedging Instruments

The Company generally does not elect hedge accounting treatment for derivative contracts related to future settlements of foreign denominated intercompany receivables and payables. If the Company does not elect hedge accounting treatment for a derivative, the Company carries the derivative at its fair value in the condensed consolidated balance sheets and recognizes any subsequent changes in its fair value during a period through earnings in the condensed consolidated statements of operations. At May 31, 2020, May 31, 2019 and August 31, 2019, the Company had notional value of $8.5 million, $1.9 million, and $1.8 million, respectively, of U.S. dollar equivalent of foreign currency forward contracts outstanding that are not designated as hedging instruments.

Additionally, during the third quarter of fiscal 2020, the Company entered into a foreign exchange option contract with a notional amount of 15 million British Pounds to mitigate the risk related to a revenue contract and related costs denominated in British Pounds over an approximate six-month period. The contract is not speculative and was not designated as a hedging instrument. Gains and losses on this contract are recorded within cost of goods sold in the condensed consolidated statement of operations.

Note 9 – Leases

The Company, as lessee, has operating leases primarily for office space, manufacturing facilities, equipment, and vehicles. The Company determines if a contract is or contains a lease at the inception of the contract based on whether the contract conveys the right to control the use of an identified asset over a period of time in exchange for consideration.

The Company elected, for all classes of underlying assets, to not separate lease and non-lease components and instead will treat the lease agreement as a single lease component for all asset classes. The Company additionally elected practical expedients to not reassess whether existing contracts are or contain leases, the classification of any existing leases, accounting for initial direct costs for any existing leases, and hindsight in determining the lease term and in assessing impairment of the right-of-use (“ROU”) asset.

Short-term operating leases, which have an initial expected term of twelve months or less, are not recorded on the condensed consolidated balance sheet. Such fixed lease payments are recognized within the condensed consolidated statement of earnings on a straight-line basis over the lease term. Any variable payments associated with short-term operating leases are recognized within the condensed consolidated statement of earnings as they are incurred. The Company did not recognize any expense for such leases during the three and nine months ended May 31, 2020.

Many of the Company’s leases contain renewal or extension options. The Company includes all renewal or extension periods that it is reasonably certain to exercise at lease commencement within the measurement of the ROU asset and lease liability.

The Company’s lease portfolio consists of operating leases which are included in operating lease ROU assets and operating lease liabilities in the condensed consolidated balance sheet. Operating lease ROU assets and liabilities are recognized at the lease commencement date based on the present value of lease payments over the lease term. To calculate the present value of future lease payments, the Company uses an incremental borrowing rate that estimates a collateralized rate based on the expected term of the lease.

Lease cost and other information related to the Company’s operating leases are as follows:

($ in thousands)	Three months ended May 31, 2020			Nine months ended May 31, 2020
Operating lease cost (cost resulting from lease payments)		1,502			4,412
Variable lease cost (cost excluded from lease payments)		112			312
Total lease cost	$	1,614		$	4,724

Operating cash outflows from operating leases		1,178			3,997
Weighted average lease term - operating leases	9.2 years			9.2 years
Weighted average discount rate - operating leases		3.2	%		3.2	%

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Supplemental balance sheet information related to operating leases as of the third quarter of 2020 is as follows:

($ in thousands)	Classification	May 31, 2020
Operating lease ROU assets	Operating lease right-of-use assets	$	27,663

Operating lease short-term liabilities	Other current liabilities		5,046
Operating lease long-term liabilities	Operating lease liabilities		26,333
Total lease liabilities		$	31,379

The minimum lease payments under operating leases expiring subsequent to May 31, 2020 are as follows:

Fiscal year ending	$ in thousands
2020	$	1,748
2021		5,798
2022		5,465
2023		3,771
2024		3,397
Thereafter		16,784
Total lease payments		36,963
Less: interest		5,584
Present value of lease liabilities	$	31,379

As previously disclosed in the Company’s Annual Report on Form 10-K for the fiscal year ended August 31, 2019 and under the previous lease accounting standard, future minimum lease payments under operating leases with an initial or remaining term in excess of one year at August 31, 2019 would have been as follows:

Fiscal year ending	$ in thousands
2020	$	6,065
2021		5,266
2022		4,771
2023		3,414
2024		3,107
Thereafter		20,119
Total lease payments	$	42,742

Note 10 – 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 May 31, 2020, May 31, 2019, and August 31, 2019. There were no transfers between any levels for the periods presented.

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	May 31, 2020
($ in thousands)	Level 1		Level 2			Level 3		Total
Cash and cash equivalents	$	102,474	$	—		$	—	$	102,474
Marketable securities:
Corporate bonds		—		14,554			—		14,554
U.S. treasury securities		—		4,458			—		4,458
Derivative assets		—		909			—		909
Derivative liabilities		—		(528	)		—		(528	)
Earn-out liability		—		—			1,195		1,195

	May 31, 2019
($ in thousands)	Level 1		Level 2			Level 3		Total
Cash and cash equivalents	$	110,839	$	—		$	—	$	110,839
Derivative assets		—		534			—		534
Derivative liabilities		—		(22	)		—		(22	)

	August 31, 2019
($ in thousands)	Level 1		Level 2			Level 3		Total
Cash and cash equivalents	$	127,204	$	—		$	—	$	127,204
Derivative assets		—		1,112			—		1,112

The Company’s investment in marketable securities consists of United States treasury bonds and investment grade corporate bonds. The marketable securities are classified as available-for-sale and are carried at fair value with the change in unrealized gains and losses reported as a separate component on the condensed consolidated statements of comprehensive income (loss) until realized. The Company determines fair value using data points that are observable, such as quoted prices and interest rates. The amortized cost of the investments approximates fair value. Investment income is recorded within other (expense) income on the condensed consolidated statements of operations. As of May 31, 2020, approximately 67% of the Company’s marketable securities investments mature within one year and 33% mature within one to three years.

There were no required fair value adjustments for assets and liabilities measured at fair value on a non-recurring basis for the nine months ended May 31, 2020 or May 31, 2019.

Note 11 – Commitments and Contingencies

In the ordinary course of its business operations, the Company enters into arrangements that obligate it to make future payments under contracts such as lease agreements. Additionally, the Company is involved, from time to time, in commercial litigation, employment disputes, administrative proceedings, business disputes and other legal proceedings. The Company has established accruals for certain proceedings where those proceedings present loss contingencies that are both probable and reasonably estimable at the time of determination. The Company believes that any such currently-pending proceedings are either covered by insurance or would not have a material effect on the business or its consolidated financial statements if decided in a manner that is unfavorable to the Company. Such proceedings are exclusive of environmental remediation matters which are discussed separately below.

Infrastructure Products

The Company is currently defending a number of product liability lawsuits arising out of vehicle collisions with highway barriers incorporating the Company’s X-Lite® end terminal. Despite the September 2017 reversal of a sizable judgment against a competitor, the Company expects that the significant attention brought to the infrastructure products industry by the original judgment may lead to additional lawsuits being filed against the Company and others in the industry.

The Company, certain of its subsidiaries, and certain third parties which originally designed the X-Lite end terminal have also been named in a lawsuit filed on June 9, 2020 in the Circuit Court of Cole County, Missouri by Missouri Highways and Transportation Commission (“MHTC”). MHTC alleges, among other things, that the X-Lite end terminal was defectively designed and failed to perform as designed, intended, and advertised, leading to MHTC’s removal and replacement of X-Lite end terminals from Missouri’s roadways. MHTC alleges strict liability (defective design and failure to warn), negligence, breach of express warranties, breach of implied warranties (merchantability and fitness for a particular purpose), fraud, and public nuisance. MHTC seeks compensatory damages, interest, attorneys’ fees, and punitive damages.

The Company believes it has meritorious factual and legal defenses to each of the lawsuits discussed above and is prepared to vigorously defend its interests. Based on the information currently available to the Company, the Company does not

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believe that a loss is probable in any of these lawsuits; therefore, no accrual has been included in the Company’s condensed consolidated financial statements. While it is possible that a loss may be incurred, the Company is unable to estimate a range of potential loss due to the complexity and current status of these lawsuits. However, the Company maintains insurance coverage to mitigate the impact of adverse exposures in these lawsuits and does not expect that these lawsuits will have a material adverse effect on its business or its consolidated financial statements.

In June 2019, the Company was informed by letter that the Department of Justice, Civil Division and U.S. Attorney’s Office for the Northern District of New York, with the assistance of the Department of Transportation, Office of Inspector General, are conducting an investigation of the Company relating to the Company’s X-Lite end terminal and potential violations of the federal civil False Claims Act. Depending on the outcome of this matter, there could be a material adverse effect on the Company’s business or its consolidated financial statements. Given the current posture of the matter, the Company is unable to estimate a range of potential loss, if any, or to express an opinion regarding the ultimate outcome.

Environmental Remediation

The Company has committed to a preliminary plan to remediate environmental contamination of the groundwater at and adjacent to its Lindsay, Nebraska facility (the “site”) as a result of discussions with the U.S. Environmental Protection Agency (the “EPA”) and the Nebraska Department of Environmental Quality (the “NDEQ”) during the third quarter of fiscal 2016. The proposed remediation plan is preliminary and has not been approved by the EPA or the NDEQ. Based on guidance from third-party environmental experts and the preliminary discussions with the EPA, the Company anticipates that a definitive plan will not be agreed upon until the final quarter of fiscal 2020 or the first quarter of fiscal 2021.

The current estimated aggregate accrued cost of this remediation plan of $15.4 million is based on consideration of several remediation options that would use different technologies, each of which the Company believes could be successful in meeting the long-term regulatory requirements of the site. The Company accrues the anticipated cost of investigation and remediation when the obligation is probable and can be reasonably estimated. While the Company believes the current accrual is a good faith estimate of the long-term cost of remediation at this site based on the preliminary analysis available at the time of this filing, the estimate of costs and their timing could change as a result of a number of factors, including (1) EPA and NDEQ input on the proposed remediation plan and any changes which they may subsequently require, (2) refinement of cost estimates and length of time required to complete remediation and post-remediation operations and maintenance, (3) effectiveness of the technology chosen in remediation of the site as well as changes in technology that may be available in the future, and (4) unforeseen circumstances existing at the site. As a result of these factors, the actual amount of costs incurred by the Company in connection with the remediation of contamination of its Lindsay, Nebraska site could exceed the amounts accrued for this expense at this time. While 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 condensed consolidated balance sheets as of May 31, 2020, May 31, 2019, and August 31, 2019:

($ in thousands)	May 31, 2020		May 31, 2019		August 31, 2019
Other current liabilities	$	1,182	$	1,243	$	1,243
Other noncurrent liabilities		14,257		14,871		14,674
Total environmental remediation liabilities	$	15,439	$	16,114	$	15,917

Note 12 – Warranties

The following table provides the changes in the Company’s product warranties:

	Three months ended						Nine months ended
($ in thousands)	May 31, 2020			May 31, 2019			May 31, 2020			May 31, 2019
Product warranty accrual balance, beginning of period	$	8,990		$	7,971		$	8,960		$	7,109
Liabilities accrued for warranties during the period		2,744			2,642			6,360			5,472
Warranty claims paid during the period		(2,031	)		(1,954	)		(5,617	)		(4,260	)
Changes in estimates		110			44			110			382
Product warranty accrual balance, end of period	$	9,813		$	8,703		$	9,813		$	8,703

Note 13 – 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,

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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 $1.5 million and $0.8 million for the three months ended May 31, 2020 and 2019, respectively. Share-based compensation expense was $4.1 million and $3.2 million for the nine months ended May 31, 2020 and 2019, respectively.

Note 14 – Other Current Liabilities

($ in thousands)	May 31, 2020		May 31, 2019		August 31, 2019
Other current liabilities:
Compensation and benefits	$	17,072	$	13,490	$	13,960
Contract liabilities		16,029		11,683		14,763
Warranties		9,813		8,703		8,960
Tax related liabilities		6,733		2,087		1,469
Operating lease liabilities		5,046		—		—
Deferred revenue - lease		3,526		214		2,985
Dealer related liabilities		3,505		3,679		3,246
Accrued insurance		1,462		1,594		1,482
Accrued environmental liabilities		1,182		1,243		1,243
Other		7,344		6,409		4,380
Total other current liabilities	$	71,712	$	49,102	$	52,488

Note 15 – Share Repurchases

There were no shares repurchased during the three and nine months ended May 31, 2020 and May 31, 2019 under the Company’s share repurchase program. The remaining amount available under the repurchase program was $63.7 million as of May 31, 2020.

Note 16 – 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 includes 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 included in the amounts disclosed. The Company had no single customer who represented 10 percent or more of its total revenues during the three or nine months ended May 31, 2020 and 2019.

Irrigation - This reporting segment includes the manufacture and marketing of center pivot, lateral move, and hose reel irrigation systems, as well as various innovative technology solutions such as GPS positioning and guidance, variable rate irrigation, remote irrigation management and scheduling technology, irrigation consulting and design and industrial “internet of things”, or IoT, solutions. The irrigation reporting segment consists of one operating segment.

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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 manufacturing and selling of large diameter steel tubing and railroad signals and structures; and providing outsourced manufacturing and production services. The infrastructure reporting segment consists of one operating segment.

	Three months ended						Nine months ended
($ in thousands)	May 31, 2020			May 31, 2019			May 31, 2020			May 31, 2019
Operating revenues:
Irrigation:
North America	$	60,917		$	62,974		$	179,197		$	177,118
International		32,606			35,644			88,751			104,876
Irrigation total		93,523			98,618			267,948			281,994
Infrastructure		29,583			22,436			78,339			60,193
Total operating revenues	$	123,106		$	121,054		$	346,287		$	342,187

Operating income:
Irrigation	$	15,014		$	11,037		$	34,385		$	26,341
Infrastructure		8,560			3,537			23,686			7,259
Corporate		(7,746	)		(10,099	)		(21,325	)		(31,545	)
Total operating income		15,828			4,475			36,746			2,055

Interest and other expense, net		(3,563	)		(1,246	)		(6,359	)		(2,213	)
Earnings (loss) before income taxes	$	12,265		$	3,229		$	30,387		$	(158	)

($ in thousands)	May 31, 2020		May 31, 2019		August 31, 2019
Total assets:
Irrigation	$	313,216	$	306,714	$	292,202
Infrastructure		105,832		80,971		85,848
Corporate		138,438		118,237		122,264
	$	557,486	$	505,922	$	500,314

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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, as amended, 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 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,” “predict,” “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 fiscal year ended August 31, 2019 and the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended February 29, 2020. 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, 2019 and the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended February 29, 2020, 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.

COVID-19 Impact

In March 2020, the World Health Organization declared coronavirus (COVID-19) a global pandemic. This outbreak, which has continued to spread worldwide, has adversely affected workforces, customers, economies, and financial markets globally, leading to economic uncertainty. Shelter-in-place or stay-at-home orders have been implemented from time to time in many of the jurisdictions in which the Company operates. However, because the Company supports critical industries, the Company’s facilities worldwide have generally been considered “business essential” and have remained open throughout the outbreak with limited exceptions. Accordingly, COVID-19 has had a limited impact on the Company’s manufacturing operations to date. For the three months ended May 31, 2020, the Company experienced shipment and project delays related to COVID-19 that impacted revenue by approximately $14.0 million. While the Company has implemented new procedures to protect the health and well-being of employees, these costs have not been material.

The ultimate impact of COVID-19 on the Company’s business, results of operations, or cash flows remains uncertain and depends on numerous evolving factors that the Company may not be able to accurately predict or effectively respond to, including, without limitation: the duration and scope of the outbreak; actions taken by governments, businesses, and individuals in response to the outbreak; the effect on economic activity and actions taken in response; the effect on customers and their demand for the Company’s products and services; and the Company’s ability to manufacture, sell, and service its products, including without limitation as a result of supply chain challenges, facility closures, social distancing, restrictions on travel, fear or anxiety by the populace, and shelter-in-place orders. As such, the financial impact of COVID-19 on the Company’s business, results of operations, or cash flows cannot be reasonably estimated at this time.

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

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Report on Form 10-K for the Company’s fiscal year ended August 31, 2019. 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 nine months ended May 31, 2020.

Recent Accounting Guidance

See Note 1 – Basis of Presentation and the disclosure therein of recent accounting guidance (adopted and not yet adopted) 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

Operating revenues for the three months ended May 31, 2020 were $123.1 million, an increase of 2 percent compared to $121.1 million for the three months ended May 31, 2019. Irrigation segment revenues decreased 5 percent to $93.5 million and infrastructure segment revenues increased 32 percent to $29.6 million. Net earnings for the three months ended May 31, 2020 were $10.1 million, or $0.93 per diluted share, compared to net earnings of $2.9 million, or $0.27 per diluted share, for the three months ended May 31, 2019.

Net earnings for the three months ended May 31, 2019 were reduced by after-tax costs of $2.6 million, or $0.23 per diluted share, related to the Company’s “Foundation for Growth” initiative. These costs primarily consisted of professional consulting fees and severance costs and were not incurred during the fiscal quarter ended May 31, 2020.

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 May 2020, corn prices have decreased 19 percent and soybean prices have increased approximately 3 percent from May 2019 and remain substantially lower than the peak levels in 2013. During the three months ended May 31, 2020, agricultural commodity prices declined significantly because of impacts caused by the global coronavirus pandemic. The pandemic has resulted in the shutdown of economies globally, a significant increase in unemployment, the disruption of food supply systems and consumption patterns, and the reduction in gasoline consumption and demand for ethanol. Under the U.S.-China Phase 1 trade deal signed January 15, 2020, China has pledged to increase purchases of U.S. agricultural products by $32 billion over two years, to an average annual total of $40 billion compared to the 2017 baseline of $24 billion. An increase in purchases by China should be supportive of higher agricultural commodity prices, however it is uncertain that China will actually increase purchases to this level.

•

Net farm income – As of February 2020, the U.S. Department of Agriculture (the “USDA”) estimated U.S. 2020 net farm income to be $96.7 billion, an increase of 3 percent from the USDA’s estimated U.S. 2019 net farm income of $93.6 billion. The modest increase is a result of projected increases in cash receipts for both crops and livestock, which are partially offset by a projected decrease in payments from the Market Facilitation Program that had to be implemented in response to the U.S. trade dispute with China. In April 2020 the USDA announced the Coronavirus Food Assistance Program (“CFAP”), which includes $16 billion in assistance for several agricultural sectors and is designed to address price declines caused by the demand disruption in the food service industry. The impact on net farm income from lower commodity prices caused by the coronavirus pandemic and from government assistance provided under CFAP have not yet been factored into the USDA’s 2020 estimate.

•

Weather conditions – Demand for irrigation equipment is often positively affected by storm damage and prolonged periods of drought conditions as producers look for ways to reduce the risk of low crop production and crop failures. Conversely, demand for irrigation equipment can be negatively affected during periods of more predictable or excessive natural precipitation.

•

Governmental policies – A number of governmental laws and regulations can affect the Company’s business, including:

•

The Agriculture Improvement Act of 2018 (the “Farm Bill”) was signed into law in December 2018. The 2018 Farm Bill continues many of the programs that were in the Agricultural Act of 2014, which expired in September 2018. Such programs are designed to provide a degree of certainty to growers, including funding for the Environmental Quality Incentives Program, which provides financial assistance to farmers to implement conservation practices, and is frequently used to assist in the purchase of center pivot irrigation systems.

•

The U.S. Tax Cuts and Jobs Act (“U.S. Tax Reform”) enacted in December 2017 increased the benefit of certain tax incentives, such as the Section 179 income tax deduction and Section 168 bonus depreciation,

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which are intended to encourage equipment purchases by allowing the entire cost of equipment to be treated as an expense in the year of purchase rather than amortized over its useful life.

•

Biofuel production continues to be a major demand driver for irrigated corn, sugar cane and soybeans as these crops are used in high volumes to produce ethanol and biodiesel. On December 19, 2019, the U.S. Environmental Protection Agency finalized Renewable Fuels Standard (RFS) volume requirements for 2020 that slightly increased volumes of conventional biofuels as well as volumes for advanced and cellulosic biofuels. Demand for biofuels has been negatively impacted in 2020 by reduced driving and fuel consumption caused by the coronavirus pandemic.

•

Many international markets are affected by government policies such as subsidies and other agriculturally related incentives. While these policies can have a significant effect on individual markets, they typically do not have a material effect on the consolidated results of the Company.

•

Currency – The value of the U.S. dollar fluctuates in relation to the value of currencies in a number of countries to which the Company exports products and in which the Company maintains local operations. The strengthening of the dollar increases the cost in the local currency of the products exported from the U.S. into these countries and, therefore, could negatively affect the Company’s international sales and margins. In addition, the U.S. dollar value of sales made in any affected foreign currencies will decline as the value of the dollar rises in relation to these other currencies.

International irrigation markets remain active with opportunities for further development and expansion, however regional political and economic factors, currency conditions and other factors can create a challenging environment. Additionally, international results are heavily dependent upon project sales which tend to fluctuate and can be difficult to forecast accurately.

The infrastructure business is dependent to some extent on government spending for road construction. In December 2015, the U.S. government enacted a five-year, $305 billion highway-funding bill (the “FAST Act”) to fund highway and bridge projects. The FAST Act is scheduled to expire in September 2020 unless it is reauthorized by Congress. In addition, the Federal Highway Administration has changed highway safety product certification requirements. The change has required additional research and development spending and could have an impact on the competitive positioning of the Company’s highway safety products. In spite of government spending uncertainty, opportunities exist for market expansion 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 backlog of unshipped orders at May 31, 2020 was $78.6 million compared with $52.5 million at May 31, 2019. Included in these backlogs are amounts of $4.5 million and $10.0 million, respectively, for orders that are not expected to be fulfilled within the subsequent twelve months. 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, 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 less developed and demand is driven primarily by food security, water scarcity and population growth.

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Results of Operations

For the Three Months ended May 31, 2020 compared to the Three Months ended May 31, 2019

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 May 31, 2020 and 2019. It should be read together with the industry segment information in Note 16 to the condensed consolidated financial statements:

	Three months ended						Percent
($ in thousands)	May 31, 2020			May 31, 2019			Increase (Decrease)
Consolidated
Operating revenues	$	123,106		$	121,054		2%
Gross profit	$	39,696		$	29,999		32%
Gross margin		32.2	%		24.8	%

Operating expenses⁽¹⁾	$	23,868		$	25,524		-6%
Operating income	$	15,828		$	4,475		254%
Operating margin		12.9	%		3.7	%

Other expense, net	$	(3,563	)	$	(1,246	)	186%
Income tax expense	$	2,171		$	332		554%
Overall income tax rate		17.7	%		10.3	%
Net earnings	$	10,094		$	2,897		248%

Irrigation Segment
Segment operating revenues	$	93,523		$	98,618		-5%
Segment operating income	$	15,014		$	11,037		36%
Segment operating margin		16.1	%		11.2	%

Infrastructure Segment
Segment operating revenues	$	29,583		$	22,436		32%
Segment operating income	$	8,560		$	3,537		142%
Segment operating margin		28.9	%		15.8	%

⁽¹⁾	Includes $7.7 million and $10.1 million of corporate operating expenses for the three months ended May 31, 2020 and 2019, respectively.

Revenues

Operating revenues for the three months ended May 31, 2020 increased 2 percent to $123.1 million from $121.1 million for the three months ended May 31, 2019, as irrigation revenues decreased $5.1 million and infrastructure revenues increased $7.1 million. The irrigation segment provided 76 percent of the Company’s revenue during the three months ended May 31, 2020 as compared to 81 percent for the three months ended May 31, 2019.

North America irrigation revenues for the three months ended May 31, 2020 of $60.9 million decreased $2.1 million, or 3 percent, from $63.0 million for the three months ended May 31, 2019. The decrease resulted primarily from lower irrigation equipment unit volume which was partially offset by the impact of higher average selling prices.

International irrigation revenues for the three months ended May 31, 2020 of $32.6 million decreased $3.0 million, or 9 percent, from $35.6 million for the three months ended May 31, 2019. Higher sales volumes in certain regions were more than offset by unfavorable effects of foreign currency translation of approximately $3.5 million compared to the prior year and COVID-19 related shipment delays of approximately $2.0 million.

Infrastructure segment revenues for the three months ended May 31, 2020 of $29.6 million increased $7.1 million, or 32 percent, from $22.4 million for the three months ended May 31, 2019. The increase resulted from higher Road Zipper System^® sales and lease revenues which were partially offset by lower sales of road safety products compared to the prior year. In addition, revenues of approximately $12.0 million were impacted by COVID-19 related project delays.

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Gross Profit

Gross profit for the three months ended May 31, 2020 of $39.7 million increased 32 percent from $30.0 million for the three months ended May 31, 2019. The increase in gross profit resulted from higher revenues and an increase in gross margin to 32.2 percent of sales for the three months ended May 31, 2020 compared with 24.8 percent of sales for the three months ended May 31, 2019. Gross margin improvement resulted primarily from a more profitable margin mix from higher infrastructure revenues as well as from the results of margin improvement initiatives in both segments.

Operating Expenses

Operating expenses of $23.9 million for the three months ended May 31, 2020 decreased $1.7 million, or 6 percent, compared with $25.5 million for the three months ended May 31, 2019. Costs of $3.9 million incurred in connection with the Company’s Foundation for Growth initiative during the three months ended May 31, 2019 did not repeat during the current year period. Excluding the impact of the non-repeating costs, operating expenses increased 10 percent compared to the prior year due primarily to an increase in incentive compensation included in administrative expenses.

Other Expense, net

Other expense for the three months ended May 31, 2020 increased $2.2 million compared to the three months ended May 31, 2019. The increase resulted from higher foreign currency transaction losses, primarily related to intercompany transactions with foreign subsidiaries.

Income Taxes

The Company recorded income tax expense of $2.2 million and $0.3 million for the three months ended May 31, 2020 and May 31, 2019, respectively. The effective income tax rate was 17.7 percent and 10.3 percent for the three months ended May 31, 2020 and 2019, respectively. The increase in the effective tax rate from May 2019 to May 2020 relates to the change in earnings mix between U.S. and foreign operations and differences in the impact of discrete items.

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For the Nine Months ended May 31, 2020 compared to the Nine Months ended May 31, 2019

The following section presents an analysis of the Company’s operating results displayed in the condensed consolidated statements of operations for the nine months ended May 31, 2020 and May 31, 2019. It should be read together with the industry segment information in Note 16 to the condensed consolidated financial statements:

	Nine months ended						Percent
($ in thousands)	May 31, 2020			May 31, 2019			Increase (Decrease)
Consolidated
Operating revenues	$	346,287		$	342,187		1%
Gross profit	$	107,176		$	83,121		29%
Gross margin		31.0	%		24.3	%

Operating expenses⁽¹⁾	$	70,430		$	81,066		-13%
Operating income	$	36,746		$	2,055		1688%
Operating margin		10.6	%		0.6	%

Other expense, net	$	(6,359	)	$	(2,213	)	187%
Income tax expense (benefit)	$	6,432		$	(827	)	-878%
Overall income tax rate		21.2	%		523.4	%
Net earnings	$	23,955		$	669		3481%

Irrigation Segment
Segment operating revenues	$	267,948		$	281,994		-5%
Segment operating income	$	34,385		$	26,341		31%
Segment operating margin		12.8	%		9.3	%

Infrastructure Segment
Segment operating revenues	$	78,339		$	60,193		30%
Segment operating income	$	23,686		$	7,259		226%
Segment operating margin		30.2	%		12.1	%

⁽¹⁾	Includes $21.3 million and $31.5 million of corporate operating expenses for the nine months ended May 31, 2020 and 2019, respectively.

Revenues

Operating revenues for the nine months ended May 31, 2020 increased 1 percent to $346.3 million from $342.2 million for the nine months ended May 31, 2019, as infrastructure revenues increased $18.1 million while irrigation revenues decreased $14.0 million. The irrigation segment provided 77 percent of the Company’s revenue during the nine months ended May 31, 2020 as compared to 82 percent for the nine months ended May 31, 2019.

North America irrigation revenues for the nine months ended May 31, 2020 of $179.2 million decreased $2.1 million, or 1 percent, from $177.1 million for the nine months ended May 31, 2019. The impact of higher revenue from engineering project services was partially offset by a decrease of approximately $3.3 million attributable to a business divestiture completed in the first quarter of fiscal 2019. Irrigation system unit volume and average selling prices were comparable for the nine months ended May 31, 2020 and 2019.

International irrigation revenues for the nine months ended May 31, 2020 of $88.8 million decreased $16.1 million, or 15 percent, from $104.9 million for the nine months ended May 31, 2019. The decrease resulted primarily from a lower level of project activity in developing markets compared to the prior fiscal year. Additionally, international irrigation revenues decreased $5.6 million, or 5 percent, due to differences in foreign currency translation rates compared to the same prior year period.

Infrastructure segment revenues for the nine months ended May 31, 2020 of $78.3 million increased $18.1 million, or 30 percent, from $60.2 million for the nine months ended May 31, 2019. The increase resulted from higher Road Zipper System^® sales and lease revenues and an increase in sales of road safety products compared to the prior year.

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Gross Profit

Gross profit for the nine months ended May 31, 2020 of $107.2 million increased 29 percent from $83.1 million for the nine months ended May 31, 2019. The increase in gross profit resulted primarily from an increase in gross margin to 31.0 percent of sales for the nine months ended May 31, 2020 compared with 24.3 percent of sales for the nine months ended May 31, 2019. Gross margin improvement resulted primarily from a more profitable margin mix from higher infrastructure revenues as well as from the results of margin improvement initiatives in both segments. In addition, gross profit for the nine months ended May 31, 2020 included a gain of $1.2 million on the sale of a building that had been held for sale.

Operating Expenses

Operating expenses of $70.4 million for the nine months ended May 31, 2020 decreased $10.6 million, or 13 percent, compared with $81.1 million for the nine months ended May 31, 2019. Costs of $13.2 million incurred in connection with the Company’s Foundation for Growth initiative during the nine months ended May 31, 2019 did not repeat during the current year period. Excluding the impact of the non-repeating costs, operating expenses increased 4 percent compared to the prior year due to an increase in incentive compensation that was partially offset by reductions in other areas.

Other Expense, net

Other expense for the nine months ended May 31, 2020 increased $4.1 million compared to the nine months ended May 31, 2019. The increase resulted from higher foreign currency transaction losses, primarily related to intercompany transactions with foreign subsidiaries.

Income Taxes

The Company recorded income tax expense of $6.4 million and income tax benefit of $0.8 million for the nine months ended May 31, 2020 and May 31, 2019, respectively. The effective income tax rate was 21.2 percent and 523.5 percent for the nine months ended May 31, 2020 and 2019, respectively. The decrease in the effective tax rate from May 2019 to May 2020 relates primarily to the change in earnings mix among U.S. and foreign operations and differences in the impact of discrete items.

Liquidity and Capital Resources

The Company's cash, cash equivalents, and marketable securities totaled $121.5 million at May 31, 2020 compared with $110.8 million at May 31, 2019 and $127.2 million at August 31, 2019. 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’s investments in marketable securities are primarily comprised of United States government securities and investment grade corporate bonds. The Company believes its current cash resources, investments in marketable securities, 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 may require additional borrowings to fund potential acquisitions in the future.

The Company’s total cash and cash equivalents held by foreign subsidiaries were approximately $35.4 million, $34.2 million, and $48.1 million as of May 31, 2020, May 31, 2019, and August 31, 2019, respectively. The Company considers earnings in foreign subsidiaries to be indefinitely reinvested and would need to accrue and pay incremental state, local, and foreign taxes if such earnings were repatriated to the United States. 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.

Net working capital was $232.0 million at May 31, 2020, as compared with $230.3 million at May 31, 2019 and $231.4 million at August 31, 2019. Cash provided by operating activities totaled $16.0 million during the nine months ended May 31, 2020, compared to cash used in operating activities of $19.6 million during the nine months ended May 31, 2019. This change was primarily due to higher net earnings and non-cash adjustments compared to the same prior year period.

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Cash flows used in investing activities totaled $28.9 million during the nine months ended May 31, 2020 compared to $18.2 million during the nine months ended May 31, 2019. The increase resulted from purchases of marketable securities which were partially offset by proceeds from the sale of assets held-for-sale and a decrease in capital expenditures compared to the same prior year period.

Cash flows used in financing activities totaled $9.9 million during the nine months ended May 31, 2020 compared to cash flows used in financing activities of $11.2 million during the nine months ended May 31, 2019. The decrease was primarily the result of higher proceeds from the exercise of stock options compared to the same prior year period.

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 capital allocation plan, 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 over time,

•

Synergistic acquisitions that provide attractive returns to stockholders, and

•

Opportunistic share repurchases taking into account cyclical and seasonal fluctuations.

Capital Expenditures

Capital expenditures for fiscal 2020 are expected to be between $15.0 million and $20.0 million, including equipment replacement, productivity improvements and new product development. 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 third quarter of fiscal 2020, the Company paid a quarterly cash dividend to stockholders of $0.32 per common share, or $10.2 million, compared to a quarterly cash dividend of $0.31 per common share, or $10.0 million, in the third quarter of fiscal 2019.

Share Repurchases

The Company’s Board of Directors authorized a share repurchase program of up to $250.0 million of common stock with no expiration date. Under the program, shares may be repurchased in privately negotiated and/or open market transactions as well as under formalized trading plans in accordance with the guidelines specified under Rule 10b5-1 of the Securities Exchange Act of 1934, as amended. There were no shares repurchased during the nine months ended May 31, 2020 or 2019. The remaining amount available under the repurchase program was $63.7 million as of May 31, 2020.

Long-Term Borrowing Facilities

Senior Notes. The Company has outstanding $115.0 million in aggregate principal amount of Senior Notes, Series A (the “Senior Notes”). The entire principal of the Senior Notes is due and payable on February 19, 2030. Interest on the Senior Notes is payable semi-annually at a fixed annual rate of 3.82 percent. On May 31, 2019, the Company and holders of the Senior Notes agreed, among other things, to temporarily increase the Company’s maximum permitted funded debt to EBITDA leverage ratio from 3.0 to 3.5 through the fiscal quarter ending May 31, 2020, provided that, if such ratio exceeds the original maximum permitted ratio during such period, the interest rate on the Senior Notes shall be increased by up to 0.50% depending on the degree to which the Company exceeds such ratio. During the nine months ended May 31, 2020, the Company did not exceed the original permitted ratio. Borrowings under the Senior Notes are unsecured. The Company used the proceeds of the sale of the Senior Notes for general corporate purposes, including acquisitions and dividends.

Revolving Credit Facility. The Company has outstanding a $50.0 million unsecured Amended and Restated Revolving Credit Facility (the “Revolving Credit Facility”) with Wells Fargo Bank, National Association (“Wells Fargo”) expiring May 31, 2022. The Company intends to use borrowings under the Revolving Credit Facility for working capital purposes and to fund acquisitions. At May 31, 2020 and May 31, 2019, the Company had no outstanding borrowings under the Revolving Credit Facility. The amount of borrowings available at any time under the Revolving Credit Facility is reduced by the amount of standby letters of credit issued by Wells Fargo then outstanding. At May 31, 2020, the Company had the ability to borrow up to $50.0 million under the Revolving Credit Facility. Borrowings under the Revolving Credit Facility bear interest at a variable rate equal to LIBOR plus 90 basis points (2.28 percent at May 31, 2020), subject to adjustment as set forth in the loan documents for the Revolving Credit Facility. Interest is paid on a monthly to quarterly basis depending

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on loan type. The Company currently pays an annual commitment fee of 0.25 percent on the unused portion of the Revolving Credit Facility.

Borrowings under the Revolving Credit Facility have equal priority with borrowings under the Company’s Senior Notes. Each of the credit arrangements described above include 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. In the event that the loan documents for the Revolving Credit Facility were to require the Company to comply with any financial covenant that is not already included or is more restrictive than what is already included in the arrangement governing the Senior Notes, then such covenant shall be deemed incorporated by reference for the benefit of holders of the Senior Notes. 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 May 31, 2020 and May 31, 2019, the Company was in compliance with all financial loan covenants contained in its credit arrangements in place as of each of those dates.

Series 2006A Bonds. Elecsys International LLC, a wholly owned subsidiary of the Company, has outstanding $1.6 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 every five years based on the yield of the 5-year United States Treasury Notes, plus 0.45 percent (1.34 percent as of May 31, 2020). This rate was adjusted on September 1, 2016 in accordance with the terms of the bonds, and the adjusted rate will be in force until September 1, 2021. The obligations under the Series 2006A Bonds are secured by a first priority security interest in certain real estate.

Contractual Obligations and Commercial Commitments

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, 2019.

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 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 fiscal year ended August 31, 2019.

ITEM 4 – Controls and Procedures

Disclosure 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 ineffective as of May 31, 2020 due to the material weakness previously disclosed in Part II, Item 9A of the Company’s Annual Report on Form 10-K for the fiscal year ended August 31, 2019.

As previously disclosed, in connection with management’s assessment of internal control over financial reporting as of August 31, 2019, the Company identified a material weakness related to ineffective internal control over indirect tax credits in a foreign jurisdiction. The Company’s control was not designed effectively to include evaluation of the recoverability of the credits due to ineffective risk assessment that did not identify the risk related to valuation of the tax credits. This deficiency resulted in a material misstatement that was corrected before the Company issued the consolidated financial statements included in the Annual Report on Form 10‑K for the fiscal year ended August 31, 2019.

During the third quarter of fiscal 2020, the Company continued executing its remediation plan to address the material weakness identified above, which includes the implementation of new controls focused on the valuation of the tax credits. The weakness will not be considered remediated until the applicable controls have operated for a sufficient period of time and management has concluded, through testing, that these controls are operating effectively. The Company expects to complete the remediation of this material weakness during fiscal 2020.

Changes in Internal Control over Financial Reporting

The CEO and CFO determined that there has not been any significant 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.

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Part II – OTHER INFORMATION

ITEM 1 – Legal Proceedings

See the disclosure in Note 11 – 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.

ITEM 1A – Risk Factors

There have been no material changes from risk factors previously disclosed in the Company’s most recent Annual Report on Form 10-K, as supplemented by the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended February 29, 2020. See the discussions of the Company’s risk factors under (i) Part I, Item 1A in the Company’s Annual Report on Form 10-K for the fiscal year ended August 31, 2019 and (i) Part II, Item 1A in the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended February 29, 2020.

ITEM 2 – Unregistered Sales of Equity Securities and Use of Proceeds

None.

ITEM 3 – Defaults Upon Senior Securities

None.

ITEM 4 – Mine Safety Disclosures

Not applicable.

ITEM 5 – Other Information

None.

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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 October 17, 2018, incorporated by reference to Exhibit 3.1 of the Company’s Current Report on Form 8-K filed on October 19, 2018.
4.1		Specimen Form of Common Stock Certificate, incorporated by reference to Exhibit 4(a) of the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended November 30, 2006.
31.1*		Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 18 U.S.C. Section 1350.
31.2*		Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 18 U.S.C. Section 1350.
32.1*		Certification of Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 18 U.S.C. Section 1350.
101*		Interactive Data Files pursuant to Rule 405 of Regulation S-T formatted in Inline Extensible Business Reporting Language ("Inline XBRL").
104*		Cover Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101).

* Filed herein.

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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 2nd day of July 2020.

			LINDSAY CORPORATION

	By:		/s/ BRIAN L. KETCHAM
	Name:		Brian L. Ketcham
	Title:		Senior Vice President and Chief Financial Officer
			(on behalf of the registrant and as principal financial officer)

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