LNN 10-Q Quarterly Report Feb. 28, 2010

LINDSAY CORP

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10-Q 1 c57335e10vq.htm FORM 10-Q e10vq

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(MARK ONE)


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

For the quarterly period ended February 28, 2010


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

Commission File Number 1-13419

Lindsay Corporation

(Exact name of registrant as specified in its charter)


Delaware		47-0554096

(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

2222 N 111th Street, Omaha, Nebraska		68164

(Address of principal executive offices)		(Zip Code)

402-829-6800
(Registrant’s telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes þ No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes o No o

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


Large accelerated filer o		Accelerated filer þ		Non-accelerated filer o (Do not check if smaller reporting company)		Smaller reporting company o

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

As of March 31, 2010 , 12,486,172 shares of the registrant’s common stock were outstanding.

Lindsay Corporation
INDEX FORM 10-Q


		Page No.
Part I — FINANCIAL INFORMATION

ITEM 1 — *Financial Statements*

Condensed Consolidated Statements of Operations for the three months and six months ended February 28, 2010 and 2009		3

Condensed Consolidated Balance Sheets, February 28, 2010 and 2009 and August 31, 2009		4

Condensed Consolidated Statements of Cash Flows for the six months ended February 28, 2010 and 2009		5

Notes to Condensed Consolidated Financial Statements		6-17

ITEM 2 — *Management’s Discussion and Analysis of Financial Condition and Results of Operations*		18-26

ITEM 3 — *Quantitative and Qualitative Disclosures about Market Risk*		26

ITEM 4 — *Controls and Procedures*		26-27

Part II — OTHER INFORMATION

ITEM 1 — *Legal Proceedings*		27

ITEM 1A — *Risk Factors*		27

ITEM 2 — *Unregistered Sales of Equity Securities and Use of Proceeds*		27

ITEM 4 — *Submission of Matters to a Vote of Security Holders*		28

ITEM 6 — *Exhibits*		29

SIGNATURE		30

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Part I — FINANCIAL INFORMATION

ITEM 1 — Financial Statements

Lindsay Corporation and Subsidiaries
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(unaudited)


	Three months ended						Six months ended
	February 28,						February 28,
(in thousands, except per share amounts)	2010			2009			2010			2009
Operating revenues	$	85,196		$	65,146		$	171,166		$	178,267
Cost of operating revenues		63,067			51,870			123,233			136,342

Gross profit		22,129			13,276			47,933			41,925


Operating expenses:
Selling expense		5,251			5,618			10,774			12,381
General and administrative expense		8,279			6,488			15,615			14,837
Engineering and research expense		1,685			1,619			3,469			3,360

Total operating expenses		15,215			13,725			29,858			30,578


Operating income (loss)		6,914			(449	)		18,075			11,347

Other income (expense):
Interest expense		(356	)		(480	)		(817	)		(1,105	)
Interest income		83			225			166			541
Other income (expense), net		(85	)		238			60			(1,468	)


Earnings (loss) before income taxes		6,556			(466	)		17,484			9,315

Income tax provision (benefit)		578			(616	)		4,829			2,843


Net earnings	$	5,978		$	150		$	12,655		$	6,472


Basic net earnings per share	$	0.48		$	0.01		$	1.02		$	0.53


Diluted net earnings per share	$	0.48		$	0.01		$	1.01		$	0.52


Weighted average shares outstanding		12,452			12,285			12,415			12,268
Diluted effect of stock equivalents		127			135			145			185

Weighted average shares outstanding assuming dilution		12,579			12,420			12,560			12,453


Cash dividends per share	$	0.080		$	0.075		$	0.160		$	0.150

The accompanying notes are an integral part of the condensed consolidated financial statements.

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Lindsay Corporation and Subsidiaries
CONDENSED CONSOLIDATED BALANCE SHEETS


	(Unaudited)			(Unaudited)
	February 28,			February 28,			August 31,
($ in thousands,except par values)	2010			2009			2009
ASSETS
Current Assets:
Cash and cash equivalents	$	91,635		$	41,139		$	85,929
Receivables, net of allowance, $2,100, $1,248, and $1,864, respectively		53,297			58,741			42,862
Inventories, net		47,197			66,658			46,255
Deferred income taxes		6,645			7,876			6,881
Other current assets		7,629			8,875			7,602

Total current assets		206,403			183,289			189,529

Property, plant and equipment, net		57,414			56,779			59,641
Other intangible assets, net		27,842			28,511			29,100
Goodwill, net		23,867			23,328			24,174
Other noncurrent assets		5,640			4,975			5,453

Total assets	$	321,166		$	296,882		$	307,897


LIABILITIES AND SHAREHOLDERS’ EQUITY
Current Liabilities:
Accounts payable	$	30,514		$	23,066		$	20,008
Current portion of long-term debt		6,171			6,171			6,171
Other current liabilities		29,631			29,893			33,008

Total current liabilities		66,316			59,130			59,187

Pension benefits liabilities		6,407			5,603			6,407
Long-term debt		16,369			22,540			19,454
Deferred income taxes		8,916			12,345			10,391
Other noncurrent liabilities		3,101			3,682			4,800

Total liabilities		101,109			103,300			100,239


Shareholders’ equity:
Preferred stock, ($1 par value, 2,000,000 shares authorized, no shares issued and outstanding)		—			—			—
Common stock, ($1 par value, 25,000,000 shares authorized, 18,184,620, 18,114,503 and 18,128,743 shares issued at February 28, 2010 and 2009 and August 31, 2009, respectively)		18,185			18,115			18,129
Capital in excess of stated value		29,972			27,615			28,944
Retained earnings		260,126			244,247			249,588
Less treasury stock (at cost, 5,698,448, 5,813,448 and 5,763,448 shares at February 28, 2010 and 2009 and August 31, 2009, respectively)		(90,961	)		(92,796	)		(91,998	)
Accumulated other comprehensive income, net		2,735			(3,599	)		2,995

Total shareholders’ equity		220,057			193,582			207,658

Total liabilities and shareholders’ equity	$	321,166		$	296,882		$	307,897

The accompanying notes are an integral part of the condensed consolidated financial statements.

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Lindsay Corporation and Subsidiaries
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)


	Six Months Ended
	February 28,
($ in thousands)	2010			2009
CASH FLOWS FROM OPERATING ACTIVITIES:
Net earnings	$	12,655		$	6,472
Adjustments to reconcile net earnings to net cash provided by operating activities:
Depreciation and amortization		5,350			5,311
Provision for uncollectible accounts receivable		267			91
Deferred income taxes		(1,768	)		(318	)
Stock-based compensation expense		1,182			938
Gain on disposal of fixed assets		(520	)		—
Other, net		(85	)		369
Changes in assets and liabilities:
Receivables		(11,025	)		25,261
Inventories		(1,940	)		(16,963	)
Other current assets		(1,755	)		903
Accounts payable		10,747			(5,722	)
Other current liabilities		(3,645	)		(13,178	)
Current taxes payable		2,554			(5,516	)
Other noncurrent assets and liabilities		(954	)		340

Net cash provided by (used in) operating activities		11,063			(2,012	)


CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property, plant and equipment		(1,985	)		(5,176	)
Proceeds from sale of property, plant and equipment		547			6
Acquisition of business, net of cash acquired		(132	)		—
Proceeds from settlement of net investment hedge		565			859

Net cash used in investing activities		(1,005	)		(4,311	)


CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of common stock under stock compensation plan		544			482
Principal payments on long-term debt		(3,086	)		(3,011	)
Net payments on revolving line of credit		—			842
Excess tax benefits from stock-based compensation		368			317
Dividends paid		(1,990	)		(1,841	)

Net cash used in financing activities		(4,164	)		(3,211	)


Effect of exchange rate changes on cash		(188	)		(87	)

Net increase (decrease) in cash and cash equivalents		5,706			(9,621	)
Cash and cash equivalents, beginning of period		85,929			50,760

Cash and cash equivalents, end of period	$	91,635		$	41,139

The accompanying notes are an integral part of the condensed consolidated financial statements.

- 5 -

Lindsay Corporation and Subsidiaries
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

(1) Condensed Consolidated Financial Statements

The condensed consolidated financial statements are presented in accordance with the requirements of Form 10-Q and do not include all of the disclosures normally required by U.S. generally accepted accounting principles for financial statements contained in Lindsay Corporation’s (the “Company”) annual Form 10-K filing. Accordingly, these condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in the Company’s Form 10-K for the fiscal year ended August 31, 2009.

In the opinion of management, the condensed consolidated financial statements of the Company reflect all adjustments of a normal recurring nature necessary to present a fair statement of the financial position and the results of operations and cash flows for the respective interim periods. The results for interim periods are not necessarily indicative of trends or results expected by the Company for a full year.

Notes to the condensed consolidated financial statements describe various elements of the financial statements and the accounting policies, estimates, and assumptions applied by management. While actual results could differ from those estimated by management in the preparation of the condensed consolidated financial statements, management believes that the accounting policies, assumptions, and estimates applied promote the representational faithfulness, verifiability, neutrality, and transparency of the accounting information included in the condensed consolidated financial statements. Certain reclassifications have been made to prior financial statements and notes to conform to the current year presentation. These reclassifications were not material to the Company’s condensed consolidated financial statements.

During the second quarter of fiscal 2010, the Company recognized incentive wage and investment tax credits from the state of Nebraska’s economic development program, the Nebraska Advantage Act (the “Nebraska Advantage Act Credits”). Wage credits reduced cost of operating revenues by $0.6 million and operating expenses by $0.3 million. In addition, investment tax credits reduced income tax expense by $1.4 million. The net after-tax benefit of the wage and investment tax credits increased net earnings by $2.0 million, or $0.16 per diluted share. The Company uses the deferral method of accounting for its investment tax credits related to state wage incentives.

(2) Net Earnings per Share

Basic net earnings per share is computed using the weighted-average number of common shares outstanding during the period. Diluted net earnings per share is computed using the weighted-average number of common shares outstanding plus dilutive potential common shares outstanding during the period. Dilutive potential common shares consist of stock options and restricted stock units to the extent they are not anti-dilutive. Performance stock units are excluded from the calculation of dilutive potential common shares until the threshold performance conditions have been satisfied. At February 28, 2010, the threshold performance conditions for the November 16, 2007 grants had been satisfied resulting in the inclusion of 10,800 performance stock units in the calculation of diluted net earnings per share. The threshold performance conditions for the Company’s outstanding performance stock units had not been satisfied as of February 28, 2010 for the units granted on November 3, 2008 and November 12, 2009, resulting in the exclusion of 74,245 performance stock units from the calculation of diluted net earnings per share.

Employee equity share options, nonvested shares and similar equity instruments granted by the Company are treated as potential common shares outstanding in computing diluted net earnings per share. The Company’s diluted common shares outstanding reported in each period include the dilutive effect of restricted stock units, in-the-money options, and performance stock units for which threshold performance conditions have been satisfied and is calculated based on the average share price for each fiscal period using the treasury stock method. Under the treasury stock method, the amount the employee must pay for exercising stock options, the amount of compensation cost for future service that the Company has not yet recognized on share based awards, and the amount of excess tax benefits that would be recorded in additional paid-in capital when shares are issued and assumed to be used to repurchase shares.

There were 1,333 and 57,377 restricted stock units excluded from the calculation of diluted net earnings per share for the three months ended February 28, 2010 and 2009, respectively, since their inclusion would have been anti-dilutive. Additionally, there were 952 and 29,334 restricted stock units excluded from the calculation of diluted net earnings per share as a result of being anti-dilutive for the six months ended February 28, 2010 and 2009, respectively.

- 6 -

(3) Comprehensive Income

The accumulated other comprehensive income, net, shown in the Company’s consolidated balance sheets includes the unrealized gain (loss) on cash flow hedges, changes in the transition obligation and net actuarial losses from the defined benefit pension plan and the accumulated foreign currency translation adjustment, net of hedging activities. The following table shows the difference between the Company’s reported net earnings and its comprehensive income:


	Three months ended						Six months ended
	February 28,						February 28,
$ in thousands	2010			2009			2010			2009
Comprehensive income:
Net earnings	$	5,978		$	150		$	12,655		$	6,472
Other comprehensive income ⁽¹⁾ :
Defined benefit pension plan, net of tax		28			27			56			54
Unrealized gain (loss) on cash flow hedges, net of tax		723			(115	)		556			415
Foreign currency translation, net of hedging activities		(3,816	)		(108	)		(872	)		(9,161	)

Total comprehensive income (loss)	$	2,913		$	(46	)	$	12,395		$	(2,220	)


⁽¹⁾		Net of tax expense of $527 and $493 for the three months and six months ended February 28, 2010, respectively. Net of tax (benefit) expense of ($21) and $416 for the three months and six months ended February 28, 2009, respectively.

(4) Income Taxes

It is the Company’s policy to report income tax expense for interim periods using an estimated annual effective income tax rate. However, the tax effects of significant or unusual items are not considered in the estimated annual effective tax rate. The tax effects of such discrete events are recognized in the interim period in which the events occur.

The Company recorded income tax expense of $0.6 million and $4.8 million for the three and six months ended February 28, 2010, respectively. The Company recorded an income tax benefit of $0.6 million and income tax expense of $2.8 million for the three and six months ended February 28, 2009, respectively. The estimated effective tax rate used to calculate income tax expense (benefit) before discrete items was 35.5% and 34.9% for the periods ended February 28, 2010 and 2009, respectively.

For the three months ended February 28, 2010, the Company recorded two discrete items that reduced income tax expense. The first item was a benefit of $1.4 million related to previously discussed Nebraska Advantage Act Credits. The second item relates to the reversal of previously recorded liabilities for uncertain tax positions relating to taxation of certain of the Company’s international subsidiaries. This reversal was recorded due to the expiration of the statute of limitations in the respective tax jurisdictions without any actual tax liability being assessed. The benefit recorded was $0.4 million. For the six months ended February 28, 2010, the Company recorded the two discrete items discussed above as well as a discrete item resulting in $0.4 million of additional tax expense in the first quarter of fiscal 2010. In fiscal 2004 the European Commission (“EC”) overturned a tax deduction previously allowed by the French Tax Authorities and taken by the Company’s French subsidiary in a period prior to being owned by the Company. In the first quarter of fiscal 2010, the Company determined it had not previously recorded the tax obligation resulting from the EC ruling. The Company corrected the error and recorded an immaterial adjustment of $0.4 million to increase tax expense to reflect the correction of the tax obligation incurred during fiscal 2004. The Company has concluded that the impact of this correction is not material to its previously issued financial statements.

For the three and six months ended February 28, 2009, the Company recorded two discrete items that reduced income tax expense for those periods. The first item was a benefit of $0.1 million related to the reversal of previously recorded liabilities for uncertain tax positions, relating to taxation of the Company’s Brazilian subsidiary. This reversal was recorded due to the expiration of the statute of limitations without any actual tax liability being assessed. The second item was a benefit of $0.3 million resulting from finalizing the fiscal 2008 income tax return calculation that was less than the estimated fiscal 2008 income tax provision.

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(5) Inventories

Inventories are stated at the lower of cost or market. Cost is determined by the last-in, first-out (“LIFO”) method for the Company’s Lindsay, Nebraska inventory and two warehouses in Idaho and Texas. Cost is determined by the first-in, first-out (“FIFO”) method for inventory at the Company’s Omaha, Nebraska warehouse, its wholly-owned subsidiaries, Barrier Systems, Inc. (“BSI”) and Watertronics, LLC, China and other non-U.S. warehouse locations. Cost is determined by the weighted average cost method for inventory at the Company’s other operating locations in Washington State, France, Brazil, Italy and South Africa. At all locations, the Company reserves for obsolete, slow moving, and excess inventory by estimating the net realizable value based on the potential future use of such inventory.


	February 28,			February 28,			August 31,
$ in thousands	2010			2009			2009
Inventory:
FIFO inventory	$	20,298		$	33,355		$	16,561
LIFO reserves		(6,927	)		(8,078	)		(7,190	)

LIFO inventory		13,371			25,277			9,371

Weighted average inventory		18,867			20,489			14,762
Other FIFO inventory		17,200			22,177			23,765
Obsolescence reserve		(2,241	)		(1,285	)		(1,643	)

Total inventories	$	47,197		$	66,658		$	46,255

The estimated percentage distribution between major classes of inventory before reserves is as follows:


	February 28,			February 28,			August 31,
	2010			2009			2009
Raw materials		13	%		10	%		7	%
Work in process		7	%		7	%		8	%
Finished goods and purchased parts		80	%		83	%		85	%

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(6) Property, Plant and Equipment

Property, plant and equipment are stated at cost, net of accumulated depreciation and amortization, as follows:


	February 28,			February 28,			August 31,
$ in thousands	2010			2009			2009
Operating property, plant and equipment:
Land	$	2,244		$	2,211		$	2,271
Buildings		28,983			23,209			28,622
Equipment		62,299			58,340			60,717
Other		4,524			8,820			6,863

Total operating property, plant and equipment		98,050			92,580			98,473
Accumulated depreciation		(56,077	)		(52,490	)		(55,077	)

Total operating property, plant and equipment, net	$	41,973		$	40,090		$	43,396

Leased property:
Machines		4,216			4,055			4,248
Barriers		16,436			15,830			16,253

Total leased property	$	20,652		$	19,885		$	20,501
Accumulated depreciation		(5,211	)		(3,196	)		(4,256	)

Total leased property, net	$	15,441		$	16,689		$	16,245


Property, plant and equipment, net	$	57,414		$	56,779		$	59,641

Depreciation expense was $2.0 million and $1.9 million for the three months ended February 28, 2010 and 2009, and $4.1 million and $3.8 million for the six months ended February 28, 2010 and 2009, respectively.

(7) Credit Arrangements

Euro Line of Credit

The Company’s wholly-owned European subsidiary, Lindsay Europe, has an unsecured revolving line of credit with Societe Generale, a European commercial bank, under which it could borrow up to 2.3 million Euros, which equates to approximately USD $3.1 million as of February 28, 2010, for working capital purposes (the “Euro Line of Credit”). As of February 28, 2010 and August 31, 2009, there were no borrowings outstanding on the Euro Line of Credit. As of February 28, 2009 there was $2.3 million outstanding on the Euro Line of Credit, which was included in other current liabilities on the consolidated balance sheets. Under the terms of the Euro Line of Credit, borrowings, if any, bear interest at a floating rate in effect from time to time designated by the commercial bank as the Euro Interbank Offered Rate plus 150 basis points (1.83% at February 28, 2010). Unpaid principal and interest is due by January 31, 2011, which is the termination date of the Euro Line of Credit.

BSI Term Note

The Company entered into an unsecured $30.0 million Term Note and Credit Agreement, effective June 1, 2006, with Wells Fargo Bank, N.A. (the “BSI Term Note”) to partially finance the acquisition of BSI. Borrowings under the BSI Term Note bear interest at a rate equal to LIBOR plus 50 basis points. The Company has fixed the rate at 6.05% through an interest rate swap as described in Note 8, Financial Derivatives . Principal is repaid quarterly in equal payments of $1.1 million over a seven-year period that began in September of 2006. The BSI Term Note is due in June of 2013.

Snoline Term Note

The Company’s wholly-owned Italian subsidiary, Snoline S.P.A. (“Snoline”) has an unsecured $13.2 million seven-year Term Note and Credit Agreement with Wells Fargo Bank, N.A. that was effective on December 27, 2006 (the “Snoline Term Note”). Borrowings under the Snoline Term Note are guaranteed by the Company and bear interest at a rate equal to LIBOR plus 50 basis points. The Snoline Term Note is due in December of 2013. On the same day as entering into the Snoline Term Note, the Company entered into a cross currency swap transaction obligating the Company to make quarterly payments of 0.4 million Euros per quarter over the same seven-year period as the Snoline Term Note and to

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receive payments of $0.5 million per quarter over a seven year period commencing March 27, 2007. This is approximately equivalent to converting the $13.2 million seven-year Snoline Term Note into a 10.0 million Euro seven-year term note at a fixed rate of 4.7% as described in Note 8, Financial Derivatives .

Revolving Credit Agreement

The Company has an unsecured $30.0 million Revolving Credit Note and Credit Agreement with Wells Fargo Bank, N.A. (the “Revolving Credit Agreement”). The Company entered into the First Amendment to the Revolving Credit Agreement, effective January 23, 2010 in order to extend the Revolving Credit Agreement’s termination date from January 23, 2010 to January 23, 2012 as well as to modify the interest rate from LIBOR plus 50 basis points to LIBOR plus 120 basis points. The Revolving Credit Agreement, as amended, is hereinafter referred to as the “Amended Revolving Credit Agreement”. The borrowings from the Amended Revolving Credit Agreement will primarily be used for working capital purposes and funding acquisitions. At February 28, 2010 and 2009 and August 31, 2009, there was no outstanding balance on the Amended Revolving Credit Agreement.

Borrowings under the Amended Revolving Credit Agreement bear interest at a rate equal to LIBOR plus 120 basis points, subject to adjustment as set forth in the Amended Revolving Credit Agreement. Interest is paid on a monthly to quarterly basis depending on loan type. The Company also pays an annual commitment fee of 0.25% on the unused portion of the Amended Revolving Credit Agreement. Unpaid principal and interest is due by January 23, 2012, which is the termination date of the Amended Revolving Credit Agreement.

The BSI Term Note, the Snoline Term Note and the Amended Revolving Credit Agreement (collectively, the “Notes”) each contain the same covenants, including certain covenants relating to the Company’s financial condition. These include maintaining a funded debt to EBITDA ratio, a fixed charge coverage ratio, and a current ratio (all as defined in the Notes) at specified levels. In connection with entering into the Amended Revolving Credit Agreement during the second quarter of fiscal 2010, these covenants for each of the Notes were modified by adding a tangible net worth requirement to the already existing covenants. Upon the occurrence of any event of default of these covenants specified in the Notes, including a change in control of the Company (as defined in the Notes), all amounts due thereunder may be declared to be immediately due and payable.

Outstanding long-term debt consists of the following:


	February 28,			February 28,			August 31,
$ in thousands	2010			2009			2009
BSI Term Note	$	15,000		$	19,286		$	17,143
Snoline Term Note	$	7,540			9,425			8,482
Less current portion		(6,171	)		(6,171	)		(6,171	)

Total long-term debt	$	16,369		$	22,540		$	19,454

Interest expense was $0.4 million and $0.5 million for the three months ended February 28, 2010 and 2009, and $0.8 million and $1.1 million for the six months ended February 28, 2010 and 2009, respectively.

Principal payments due on long-term debt are as follows:


Due within:
1 year	$	6,171
2 years		6,171
3 years		6,171
4 years		4,027
Thereafter		—

	$	22,540

(8) Financial Derivatives

The Company uses certain financial derivatives to mitigate its exposure to volatility in interest rates and 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. Each derivative is designated as a cash flow hedge, a hedge

- 10 -

of a net investment, or remains undesignated. The Company records the fair value of these derivative instruments on the balance sheet. For those instruments that are designated as a cash flow hedge and meet certain documentary and analytical requirements to qualify for hedge accounting treatment, changes in the fair value for the effective portion are reported in other comprehensive income (“OCI”), net of related income tax effects, and are reclassified to the income statement when the effects of the item being hedged are recognized in the income statement. Changes in fair value of derivative instruments that qualify as hedges of a net investment in foreign operations are recorded as a component of accumulated currency translation adjustment in accumulated other comprehensive income (“AOCI”), net of related income tax effects. Changes in the fair value of undesignated hedges are recognized currently in the income statement as other income (expense). All changes in derivative fair values due to ineffectiveness are recognized currently in income.

Financial derivatives consist of the following:


	Fair Values of Derivative Instruments
	Asset (Liability) Derivatives
		February 28,			February 28,			August 31,
$ in thousands	Balance Sheet Location	2010			2009			2009
Derivatives designated as hedging instruments:
Interest rate swap	Other current liabilities	$	(530	)	$	(685	)	$	(602	)
Interest rate swap	Other noncurrent liabilities		(599	)		(1,036	)		(732	)
Cross currency swap	Other current liabilities		(291	)		(124	)		(425	)
Cross currency swap	Other noncurrent liabilities		(434	)		(60	)		(847	)

Total derivatives designated as hedging instruments ¹		$	(1,854	)	$	(1,905	)	$	(2,606	)


Derivatives not designated as hedging instruments:
Foreign currency forward contracts	Other current liabilities		—			(17	)		—

Total derivatives not designated as hedging instruments		$	—		$	(17	)	$	—


¹		Accumulated other comprehensive income included (gains) losses, net of related income tax effects, of ($0.4) million, less than ($0.1) million and $0.5 million at February 28, 2010 and 2009, and August 31, 2009, respectively, related to derivative contracts designated as hedging instruments.

Cash Flow Hedging Relationships

In order to reduce interest rate risk on the BSI Term Note, the Company entered into an interest rate swap agreement with Wells Fargo Bank, N.A. that is designed to convert the variable interest rate on the entire amount of this borrowing to a fixed rate of 6.05% per annum. Under the terms of the interest rate swap, the Company receives variable interest rate payments and makes fixed interest rate payments on an amount equal to the outstanding balance of the BSI Term Note, thereby creating the equivalent of fixed-rate debt (see Note 7, Credit Arrangements) . Changes in the fair value of the interest rate swap designated as a hedging instrument that effectively offset the variability of cash flows associated with variable-rate, long-term debt obligations are reported in AOCI, net of related income tax effects.

Similarly, the Company entered into a cross currency swap transaction with Wells Fargo Bank, N.A. fixing the conversion rate of Euro to U.S. dollars for the Snoline Term Note at 1.3195 and obligating the Company to make quarterly payments of 0.4 million Euros per quarter over the same seven-year period as the Snoline Term Note and to receive payments of $0.5 million per quarter. In addition, the variable interest rate was converted to a fixed rate of 4.7%. This is approximately equivalent to converting the $13.2 million seven-year Snoline Term Note into a 10.0 million Euro seven-year term note at a fixed rate of 4.7%. Under the terms of the cross currency swap, the Company receives variable interest rate payments and makes fixed interest rate payments, thereby creating the equivalent of fixed-rate debt (see Note 7, Credit Arrangements) . Changes in the fair value of the cross currency swap designated as a hedging instrument that effectively offset the hedged risks are reported in AOCI, net of related income tax effects.

-11-

in purchasing inventory, sales of finished goods, and future settlement of foreign denominated assets and liabilities. Changes in the fair value of the forward exchange contracts or option contracts designated as hedging instruments that effectively offset the hedged risks are reported in AOCI, net of related income tax effects. The Company had no forward exchange contracts or option contracts with cash flow hedging relationships outstanding at February 28, 2010, February 28, 2009 or August 31, 2009.


	Amount of Gain/(Loss) Recognized in OCI on Derivatives
	Three months ended					Six months ended
	February 28,					February 28,
$ in thousands	2010		2009			2010		2009
Interest rate swap	$	95	$	20		$	159	$	(231	)
Cross currency swap		628		(142	)		397		646
Foreign currency forward contracts		—		7			—		—

Total ¹	$	723	$	(115	)	$	556	$	415


⁽¹⁾		Net of tax expense of $296 and $246 for the three and six months ended February 28, 2010, respectively. Net of tax (benefit) expense of ($38) and $103 for the three and six months ended February 28, 2009, respectively.


		Amount of (Loss) Reclassified from AOCI into Income
	Location of Loss	Three months ended						Six months ended
	Reclassified from	February 28,						February 28,
$ in thousands	AOCI into Income	2010			2009			2010			2009
Interest rate swap	Interest Expense	$	(220	)	$	(262	)	$	(456	)	$	(491	)
Cross currency swap	Interest Expense		(131	)		(55	)		(280	)		(159	)
Foreign currency forward contracts	Revenue		—			(15	)		—			(15	)
Foreign currency forward contracts	Other income (expense)		—			(49	)		—			(49	)

		$	(351	)	$	(381	)	$	(736	)	$	(714	)


		Gain/(Loss) Recognized in Income on Derivatives
		(Ineffectiveness)
	Gain/(Loss)	Three months ended				Six months ended
	Recognized in Income	February 28,				February 28,
$ in thousands	(Ineffectiveness)	2010		2009		2010			2009
Interest rate swap	Other income (expense)	$	7	$	75	$	(50	)	$	82
Cross currency swap	Other income (expense)		—		—		—			—
Foreign currency forward contracts	Other income (expense)		—		—		—			—

		$	7	$	75	$	(50	)	$	82

- 12 -

Net Investment Hedging Relationships

In order to reduce translation exposure resulting from translating the financial statements of its international subsidiaries into U.S. dollars, the Company, at times, utilizes Euro foreign currency forward contracts to hedge its Euro net investment exposure in its foreign operations. These foreign currency forward contracts qualify as a hedge of net investments in foreign operations. Changes in fair value of the net investment hedge contracts are reported in OCI as part of the currency translation adjustment, net of tax.


	Amount of Gain/(Loss) Recognized in OCI on Derivatives
	Three months ended				Six months ended
	February 28,				February 28,
	2010		2009		2010		2009
Foreign currency forward contracts ¹	$	351	$	—	$	351	$	533


⁽¹⁾		Net of tax expense of $214 for the three and six months ended February 28, 2010. Net of tax expense of $326 for the six months ended February 28, 2009.

During the second quarter of fiscal 2010, the Company entered into and settled a Euro foreign currency forward contract resulting in an after-tax gain of $0.4 million which was included in OCI as part of a currency translation adjustment. For the three and six months ended February 28, 2010 and 2009, there were no amounts recorded in the consolidated statement of operations related to ineffectiveness of Euro foreign currency forward contracts. Accumulated currency translation adjustment in AOCI at February 28, 2010 and 2009 and August 31, 2009 reflected after-tax gains of $1.6 million, $1.2 million and $1.2 million, net of related income tax effects of $1.0 million, $0.8 million and $0.8 million, respectively, related to settled foreign currency forward contracts. At February 28, 2010 and 2009 and August 31, 2009, the Company had no outstanding Euro foreign currency forward contracts with net investment hedging relationships.

Derivatives Not Designated as Hedging Instruments

In order to reduce exposures related to changes in foreign currency exchange rates, the Company, at times, may enter into forward exchange or option contracts for transactions denominated in a currency other than the functional currency for certain of the Company’s operations. This activity primarily relates to economically hedging against foreign currency risk in purchasing inventory, sales of finished goods, and future settlement of foreign denominated assets and liabilities. Changes in the fair value of undesignated hedges are recognized currently in the income statement as other income (expense).

Amount Gain/(Loss) Recognized in Income on Derivatives

Location of

Three months ended

Six months ended

Gain/(Loss)

February 28,

$ in thousands

Recognized in Income

2010

2009

2010

2009

Foreign currency forward contracts

Other income (expense)

—

(131

)

—

146

(9) Fair Value Measurements

The Financial Accounting Standards Board’s guidance on fair value measurements that establishes a framework for measuring fair value, and expands disclosures about fair value measurements was adopted by the Company for its financial assets and liabilities, effective September 1, 2008. In addition, the Company adopted this guidance for its nonfinancial assets and liabilities effective September 1, 2009. These nonfinancial assets and liabilities requiring nonrecurring fair value measurements include long-lived assets, goodwill and certain other intangible assets. These items are recognized at fair

- 13 -

value when they are considered other than temporarily impaired. There were no required fair value adjustments for assets and liabilities measured at fair value on a non-recurring basis for the three and six months ended February 28, 2010.

The fair value measurements guidance establishes the fair value hierarchy that prioritizes inputs to valuation techniques based on observable and unobservable data and categorizes the inputs into three levels, with the highest priority given to Level 1 and the lowest priority given to Level 3. The levels are described below.

	•		Level 1 — Unadjusted quoted prices in active markets for identical assets or liabilities.

	•		Level 2 — Significant observable pricing inputs other than quoted prices included within Level 1 that are either directly or indirectly observable as of the reporting date. Essentially, this represents inputs that are derived principally from or corroborated by observable market data.

	•		Level 3 — Generally unobservable inputs, which are developed based on the best information available and may include the Company’s own internal data.

The following table presents the Company’s financial assets and liabilities measured at fair value based upon the level within the fair value hierarchy in which the fair value measurements fall, as of February 28, 2010:


$ in thousands	Level 1		Level 2			Level 3		Total
Cash and cash equivalents	$	91,635	$	—		$	—	$	91,635
Derivative Liabilities		—		(1,854	)		—		(1,854	)

The carrying amount of long-term debt (including current portion) was $22.5 million as of February 28, 2010. The fair value of this debt at February 28, 2010 was estimated at $21.8 million. Fair value of long-term debt (including current portion) is estimated by discounting the future estimated cash flows of each instrument at current market interest rates for similar debt instruments of comparable maturities and credit quality.

(10) Commitments and Contingencies

In 1992, the Company entered into a consent decree with the Environmental Protection Agency of the United States Government (the “EPA”) in which the Company committed to remediate environmental contamination of the groundwater that was discovered in 1982 through 1990 at and adjacent to its Lindsay, Nebraska facility (the “site”). The site was added to the EPA’s list of priority superfund sites in 1989. Between 1993 and 1995, remediation plans for the site were approved by the EPA and fully implemented by the Company. Since 1998, the primary remaining contamination at the site has been the presence of volatile organic chemicals in the groundwater. The current remediation process consists of drilling wells into the aquifer and pumping water to the surface to allow these contaminants to be removed by aeration. In 2008, the Company and the EPA conducted a periodic five-year review of the status of the remediation of the contamination of the site. In response to the review, the Company and its environmental consultants have developed a remedial action work plan that will allow the Company and the EPA to better identify the boundaries of the contaminated groundwater and determine whether the contaminated groundwater is being contained by current and planned remediation methods. The Company accrues the anticipated cost of remediation when the obligation is probable and can be reasonably estimated. During the second quarter of fiscal 2010, the Company accrued incremental costs of $0.7 million for additional environmental monitoring and remediation in connection with the current ongoing supplemental remedial action work plan. Amounts accrued and included in balance sheet liabilities related to the remediation actions were $1.3 million, $1.0 million and $1.3 million at February 28, 2010, February 28, 2009 and August 31, 2009, respectively. Although the Company has accrued all reasonably estimable costs of completing the actions defined in the current ongoing work plan agreed to between the Company and the EPA, it is possible that additional testing may be required or additional actions could be requested or mandated by the EPA at any time, resulting in the recognition of additional related expenses.

(11) Retirement Plan

The Company has a supplemental non-qualified, unfunded retirement plan for six former employees. Plan benefits are based on the participant’s average total compensation during the three highest compensation years of employment during the ten years immediately preceding the participant’s retirement or termination. This unfunded supplemental retirement plan is not subject to the minimum funding requirements of ERISA. The Company has purchased life insurance policies on four of the

- 14 -

participants named in this supplemental retirement plan to provide partial funding for this liability. Components of net periodic benefit cost for the Company’s supplemental retirement plan include:


	Three months ended				Six months ended
	February 28,				February 28,
$ in thousands	2010		2009		2010		2009
Net periodic benefit cost:
Service cost	$	—	$	—	$	—	$	—
Interest cost		88		87		175		174
Net amortization and deferral		45		44		90		88

Total net periodic benefit cost	$	133	$	131	$	265	$	262

(12) Warranties

The Company generally warrants its products against certain manufacturing and other defects. These product warranties are provided for specific periods and/or usage of the product. The accrued product warranty costs are for a combination of specifically identified items and other incurred, but not identified, items based primarily on historical experience of actual warranty claims. This reserve is classified within other current liabilities.

The following tables provide the changes in the Company’s product warranties:


	Three months ended
	February 28,
$ in thousands	2010			2009
Warranties:
Product warranty accrual balance, beginning of period	$	1,477		$	1,801
Liabilities accrued for warranties during the period		674			310
Warranty claims paid during the period		(746	)		(513	)

Product warranty accrual balance, end of period	$	1,405		$	1,598


	Six months ended
	February 28,
$ in thousands	2010			2009
Warranties:
Product warranty accrual balance, beginning of period	$	1,736		$	2,011
Liabilities accrued for warranties during the period		1,421			1,386
Warranty claims paid during the period		(1,752	)		(1,799	)

Product warranty accrual balance, end of period	$	1,405		$	1,598

(13) Industry Segment Information

The Company manages its business activities in two reportable segments:

Irrigation: This segment includes the manufacture and marketing of center pivot, lateral move, and hose reel irrigation systems as well as various water pumping stations and controls. The irrigation segment consists of eight operating segments that have similar economic characteristics and meet the aggregation criteria, including similar products, production processes, type or class of customer and methods for distribution.

Infrastructure: This segment includes the manufacture and marketing of moveable barriers, specialty barriers and crash cushions, providing outsource manufacturing services and the manufacturing and selling of large diameter steel tubing and railroad signaling structures. The infrastructure segment consists of three operating segments that have similar economic characteristics and meet the aggregation criteria.

- 15 -

The accounting policies of the two reportable segments are described in the “Accounting Policies” section of Note A to the consolidated financial statements contained in the Company’s Form 10-K for the fiscal year ended August 31, 2009. The Company evaluates the performance of its reportable segments based on segment sales, gross profit, and operating income, with operating income for segment purposes excluding unallocated corporate general and administrative expenses, interest income, interest expense, other income and expenses, and income taxes. Operating income for segment purposes does include general and administrative expenses, selling expenses, engineering and research expenses and other overhead charges directly attributable to the segment. There are no inter-segment sales. Certain segment reporting prescribed by current accounting standards is not shown as this information cannot be reasonably disaggregated by segment and is not utilized by the Company’s management.

For the six months ended February 28, 2010, more than 10% of the total revenues generated by the Company were realized from the $19.6 million Mexico City road barrier project completed in the first half of fiscal 2010. The Company had no single customer representing 10% or more of its total revenues during the three months ended February 28, 2010 or the three and six months ended February 28, 2009.

Summarized financial information concerning the Company’s reportable segments is shown in the following table:


	Three months ended						Six months ended
	February 28,						February 28,
$ in thousands	2010			2009			2010			2009
Operating revenues:
Irrigation	$	67,895		$	48,424		$	121,161		$	134,388
Infrastructure		17,301			16,722			50,005			43,879

Total operating revenues	$	85,196		$	65,146		$	171,166		$	178,267


Operating income:
Irrigation	$	12,028		$	4,183		$	18,772		$	17,495
Infrastructure		(1,154	)		(1,733	)		6,531			9

Segment operating income		10,874			2,450			25,303			17,504
Unallocated general and administrative expenses		(3,960	)		(2,899	)		(7,228	)		(6,157	)
Interest and other income, net		(358	)		(17	)		(591	)		(2,032	)

Earnings before income taxes	$	6,556		$	(466	)	$	17,484		$	9,315


Total Capital Expenditures:
Irrigation	$	21		$	2,145		$	542		$	3,971
Infrastructure		528			756			1,443			1,205

	$	549		$	2,901		$	1,985		$	5,176

Total Depreciation and Amortization:
Irrigation	$	1,112		$	1,107		$	2,221		$	2,251
Infrastructure		1,557			1,518			3,129			3,060

	$	2,669		$	2,625		$	5,350		$	5,311


	February 28,		February 28,		August 31,
	2010		2009		2009
Total Assets:
Irrigation	$	217,096	$	186,002	$	186,558
Infrastructure		104,070		110,880		121,339

	$	321,166	$	296,882	$	307,897

- 16 -

(14) Share Based Compensation

The Company measures and recognizes compensation expense for all share-based payment awards made to employees and directors based on estimated fair values. The Company’s current share-based compensation plan, approved by the stockholders of the Company, provides for awards of stock options, restricted shares, restricted stock units, stock appreciation rights, performance shares and performance stock units to employees and non-employee directors of the Company. In connection with the restricted stock units and performance stock units, the Company is accruing compensation expense based on the estimated number of shares expected to be issued utilizing the most current information available to the Company at the date of the financial statements. Share-based compensation expense was $0.6 million and $0.5 million for the three months ended February 28, 2010 and 2009, respectively. Share-based compensation expense was $1.2 million and $0.9 million for the six months ended February 28, 2010 and 2009, respectively.

During the second quarter of fiscal 2010, the Company awarded its annual grant of restricted stock units to its independent members of the Board of Directors at a grant date fair value of $40.02 per share. Total units granted were 5,978 restricted stock units. These restricted stock units were the final awards issued from the 2006 Long-Term Incentive Plan and will vest on November 1, 2010.

On January 25, 2010, the stockholders of the Company approved the 2010 Long-Term Incentive Plan (the “2010 Plan”). The 2010 Plan replaces its predecessor plan, the 2006 Long-Term Incentive Plan (the “Predecessor Plan”). The 2010 Plan provides for awards of stock options, restricted shares, restricted stock units, stock appreciation rights, performance shares and performance stock units to employees and non-employee directors of the Company. The maximum number of shares as to which stock awards may be granted under the 2010 Plan is 435,000 shares. In addition, any shares subject to awards under the Predecessor Plan or the Company’s 2001 Long-Term Incentive Plan that expire, are forfeited or become unexercisable without having been issued will also be authorized for issuance under the 2010 Plan. At February 28, 2010, no awards had been granted under the 2010 Plan.

- 17 -

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

Concerning Forward-Looking Statements

This quarterly report on Form 10-Q contains not only historical information, but also forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Statements that are not historical are forward-looking and reflect expectations for future Company conditions or performance. In addition, forward-looking statements may be made orally or in press releases, conferences, reports, on the Company’s worldwide web site, or otherwise, in the future by or on behalf of the Company. When used by or on behalf of the Company, the words “expect”, “anticipate”, “estimate”, “believe”, “intend”, “will”, and similar expressions generally identify forward-looking statements. The entire section entitled “Market Conditions and Fiscal 2010 Outlook” should be considered forward-looking statements. For these statements, the Company claims the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995.

Forward-looking statements involve a number of risks and uncertainties, including but not limited to those discussed in the “Risk Factors” section in the Company’s annual report on Form 10-K for the year ended August 31, 2009. 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, as well as others not now anticipated. The risks and uncertainties described herein are not exclusive and further information concerning the Company and its businesses, including factors that potentially could materially affect the Company’s financial results, may emerge from time to time. Except as required by law, the Company assumes no obligation to update forward-looking statements to reflect actual results or changes in factors or assumptions affecting such forward-looking statements.

Accounting Policies

In preparing the Company’s condensed consolidated financial statements in conformity with U.S. generally accepted accounting principles, 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 further discussion of the Company’s critical accounting policies under Item 7 — “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in the Company’s Annual Report on Form 10-K for the Company’s year ended August 31, 2009. 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 six months ended February 28, 2010.

Overview

Lindsay Corporation (“Lindsay” or the “Company”) is a leading designer and manufacturer of self-propelled center pivot and lateral move irrigation systems that are used principally in the agricultural industry to increase or stabilize crop production while conserving water, energy, and labor. The Company has been in continuous operation since 1955 and is one of the pioneers in the automated irrigation industry. Through the acquisition of Watertronics, LLC (“Watertronics”) in January 2008, the Company entered the market for water pumping stations and controls which provides further opportunities for integration with irrigation control systems. The Company also manufactures and markets various infrastructure products, including moveable barriers for traffic lane management, crash cushions, road marking and other road safety devices. In addition, the Company’s infrastructure segment produces large diameter steel tubing and railroad signaling structures, and provides outsourced manufacturing and production services for other companies. Industry segment information about Lindsay is included in Note 13 to the consolidated financial statements.

Lindsay, a Delaware corporation, maintains its corporate offices in Omaha, Nebraska, USA. The Company’s principal irrigation manufacturing facility is located in Lindsay, Nebraska, USA. The Company also has international sales and irrigation production facilities in France, Brazil, South Africa and China which provide it with important bases of operations in key international markets. Lindsay Europe SAS, located in France, was acquired in March 2001 and

- 18 -

manufactures and markets irrigation equipment for the European market. Lindsay America do Sul Ltda., located in Brazil, was acquired in April 2002 and manufactures and markets irrigation equipment for the South American market. Lindsay Manufacturing Africa, (PTY) Ltd., located in South Africa, was organized in September 2002 and manufactures and markets irrigation equipment for the sub-Saharan Africa market. Lindsay (Tianjin) Industry Co., Ltd., located in China, was organized in June 2009 and manufactures and markets irrigation equipment for the Chinese market. In addition, the Company leases office space in Beijing, China and leases warehouse space in Dalian, China.

Watertronics, located in Hartland, Wisconsin, designs, manufactures, and services water pumping stations and controls for the golf, landscape and municipal markets. Watertronics has been in business since 1986 and was acquired by the Company in January 2008.

Lindsay has two additional irrigation operating subsidiaries. Irrigation Specialists, Inc. (“Irrigation Specialists”) is a retail irrigation dealership based in Washington State that operates at three locations. Irrigation Specialists was acquired by the Company in March 2002 and provides a strategic distribution channel in a key regional irrigation market. Lindsay Transportation, Inc. (“LTI”), located in Lindsay, Nebraska, primarily brokers delivery of irrigation equipment in the U.S.

Barrier Systems, Inc. (“BSI”), located in Rio Vista, California, manufactures moveable barrier products, specialty barriers and crash cushions. BSI has been in business since 1984 and was acquired by the Company in June 2006.

Snoline S.P.A. (“Snoline”), located in Milan, Italy, was acquired in December 2006, and is engaged in the design, manufacture and sale of road marking and safety equipment for use on roadways.

- 19 -

Results of Operations

For the Three Months ended February 28, 2010 compared to the Three Months ended February 28, 2009

The following section presents an analysis of the Company’s operating results displayed in the condensed consolidated statements of operations for the three months ended February 28, 2010 and 2009. It should be read together with the industry segment information in Note 13 to the condensed consolidated financial statements:


	Three months ended						Percent
	February 28,						Increase
$ in thousands	2010			2009			(Decrease)
Consolidated
Operating revenues	$	85,196		$	65,146			30.8	%
Cost of operating revenues	$	63,067		$	51,870			21.6	%
Gross profit	$	22,129		$	13,276			66.7	%
Gross margin		26.0	%		20.4	%
Operating expenses (1)	$	15,215		$	13,725			10.9	%
Operating income (loss)	$	6,914		$	(449	)		1639.9	%
Operating margin		8.1	%		-0.7	%
Interest expense	$	(356	)	$	(480	)		(25.8	)%
Interest income	$	83		$	225			(63.1	)%
Other income (expense), net	$	(85	)	$	238			(135.7	)%
Income tax provision (benefit)	$	578		$	(616	)		193.8	%
Effective income tax rate		8.8	%		132.2	%
Net earnings	$	5,978		$	150			3885.3	%
Irrigation Equipment Segment
Segment operating revenues	$	67,895		$	48,424			40.2	%
Segment operating income (2)	$	12,028		$	4,183			187.5	%
Segment operating margin (2)		17.7	%		8.6	%
Infrastructure Products Segment
Segment operating revenues	$	17,301		$	16,722			3.5	%
Segment operating income (loss) (2)	$	(1,154	)	$	(1,733	)		33.4	%
Segment operating margin (2)		-6.7	%		-10.4	%


(1)		Includes $4.0 million and $2.9 million of unallocated general and administrative expenses for the three months ended February 28, 2010 and 2009, respectively.

(2)		Excludes unallocated general and administrative expenses.Beginning in fiscal 2009, segment-specific general and administrative expenses have been allocated to each of the Company’s reporting segments. Prior year disclosures have been modified accordingly.

Revenues

Operating revenues for the three months ended February 28, 2010 increased by 31% to $85.2 million compared with $65.1 million for the three months ended February 28, 2009. The increase is attributable to a $19.5 million increase in irrigation equipment revenues and a $0.6 million increase in infrastructure revenues.

Domestic irrigation equipment revenues for the three months ended February 28, 2010 of $38.8 million increased 16% compared to the same period last year. The increase in domestic irrigation revenues is primarily due to an increase in the number of irrigation systems sold as compared to the prior year’s second fiscal quarter. The increase in the number of units sold was partially offset by a lower average price per unit. Agricultural commodity prices, for corn, soybeans and wheat are relatively similar to prices at the same time last year; however, there is a sense that farmers are moving beyond the shock effect of the economic recession experienced last year. USDA projections for 2010 Net Farm Income indicate a

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12% increase compared to 2009 estimates and near the ten year average. International irrigation equipment revenues for the three months ended February 28, 2010 of $29.1 million increased 93% from $15.0 million compared to the same prior year period. Significant export increases in Mexico and Central America along with strong revenues from the Company’s South American international irrigation business unit, drove the second quarter increase. During the second fiscal quarter, exports to Mexico rose significantly as farmers raced to receive equipment prior to the expiration of a government subsidy.

Infrastructure products segment revenues for the three months ended February 28, 2010 of $17.3 million increased 4% from the same prior year period. The increase in revenue was driven by the completion of the $19.6 million Mexico City road barrier project (the “Mexico City road project”). This was partially offset by decreased revenue in contract manufacturing and commercial tubing compared to the prior year’s second quarter. Contract manufacturing, which is less than 2% of total revenue in the quarter, decreased approximately 55% from the same time last year. This decrease reflects the recession impact on the Company’s customers for the manufacturing services, as well as companies pulling in work from contract manufacturers. BSI’s revenues were up 29% during the second fiscal quarter, with most of the increase due to the completion of the Mexico City road project.

Gross Margin

Gross profit was $22.1 million for the three months ended February 28, 2010; an increase of $8.9 million compared to the three months ended February 28, 2009. Gross margin was 26.0% for the three months ended February 28, 2010 compared to 20.4% for the same prior year period. Infrastructure margins increased primarily due to increased revenues of moveable barrier product. Irrigation margins increased from improved factory efficiencies at the Company’s Lindsay, Nebraska facility and a favorable regional sales mix compared to the same prior year period. While irrigation margins increased during the second fiscal quarter, the average irrigation price per unit was down approximately 5% from the same time last year, reflecting competitive action to pass through lower steel costs. Toward the end of the second fiscal quarter, steel prices moved somewhat higher and the Company anticipates effectively passing-through those increases. However, the Company has seen a recent increase in competitive pricing pressure in the U.S. market that could impact its ability to pass through price increases. In addition, during the second quarter of fiscal 2010, the Company recognized incentive wage and investment tax credits from the state of Nebraska’s economic development program, the Nebraska Advantage Act (the “Nebraska Advantage Act Credits”) which improved gross profit by $0.6 million and gross margin by 0.8% for the three months ended February 28, 2010.

Operating Expenses

The Company’s operating expenses of $15.2 million for the three months ended February 28, 2010 were $1.5 million higher than the same prior year period. The increase in operating expenses was due in large part to inclusion of $0.7 million of incremental expenses for additional environmental monitoring and remediation as part of an EPA work plan at the Company’s Lindsay, Nebraska facility and $0.7 million of higher employee medical expenses. In addition, an increase in incentive compensation expense was essentially offset by other personnel related expense reductions and $0.3 million of Nebraska Advantage Act Credits. Operating expenses were 17.9% of sales for the three months ended February 28, 2010 compared to 21.1% of sales for the three months ended February 28, 2009.

Interest

Interest expense for the three months ended February 28, 2010 decreased by $0.1 million compared to the same prior year period. The decrease in interest expense is due to the principal reductions on the Company’s two outstanding term notes.

Interest income for the three months ended February 28, 2010 decreased by $0.1 million compared to the same prior year period. The decrease in interest income is primarily due to earning a lower interest rate on investments of the Company’s cash balances.

Income Taxes

The Company recorded income tax expense of $0.6 million for the three months ended February 28, 2010 and income tax benefit of $0.6 million for the three months ended February 28, 2009.

For the three months ended February 28, 2010, the Company recorded two discrete items that reduced income tax expense. The first item was a benefit of $1.4 million related to the Nebraska Advantage Act Credits. The second item relates to the reversal of previously recorded liabilities for uncertain tax positions relating to taxation of certain of the Company’s international subsidiaries. This reversal was recorded due to the expiration of the statute of limitations in the respective tax jurisdictions without any actual tax liability being assessed. The benefit recorded was $0.4 million.

For the three months ended February 28, 2009, the Company recorded two discrete items that increased the income tax benefit. The first item was a benefit of $0.1 million related to the reversal of previously recorded liabilities for uncertain tax positions, relating to taxation of the Company’s Brazilian subsidiary. This reversal was recorded due to the

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expiration of the statute of limitations without any actual tax liability being assessed. The second item was a benefit of $0.3 million resulting from finalizing the fiscal 2008 income tax return calculation that was less than the estimated fiscal 2008 income tax provision.

Net Earnings

Net earnings were $6.0 million or $0.48 per diluted share for the three months ended February 28, 2010 compared with $0.2 million or $0.01 per diluted share for the same prior year period. Included in net earnings for the three months ended February 28, 2010 is an after-tax net benefit of $2.0 million, or $0.16 per diluted share, from the Nebraska Advantage Act Credits.

For the Six Months ended February 28, 2010 compared to the Six Months ended February 28, 2009


	Six months ended						Percent
	February 28,						Increase
$ in thousands	2010			2009			(Decrease)
Consolidated
Operating revenues	$	171,166		$	178,267			(4.0	)%
Cost of operating revenues	$	123,233		$	136,342			(9.6	)%
Gross profit	$	47,933		$	41,925			14.3	%
Gross margin		28.0	%		23.5	%
Operating expenses (1)	$	29,858		$	30,578			(2.4	)%
Operating income	$	18,075		$	11,347			59.3	%
Operating margin		10.6	%		6.4	%
Interest expense	$	(817	)	$	(1,105	)		(26.1	)%
Interest income	$	166		$	541			(69.3	)%
Other income (expense), net	$	60		$	(1,468	)		104.1	%
Income tax provision	$	4,829		$	2,843			69.9	%
Effective income tax rate		27.6	%		30.5	%
Net earnings	$	12,655		$	6,472			95.5	%
Irrigation Equipment Segment
Segment operating revenues	$	121,161		$	134,388			(9.8	)%
Segment operating income (2)	$	18,772		$	17,495			7.3	%
Segment operating margin (2)		15.5	%		13.0	%
Infrastructure Products Segment
Segment operating revenues	$	50,005		$	43,879			14.0	%
Segment operating income (2)	$	6,531		$	9			72466.7	%
Segment operating margin (2)		13.1	%		0.0	%


(1)		Includes $7.2 million and $6.2 million of unallocated general and administrative expenses for the six months ended February 28, 2010 and 2009, respectively.

(2)		Excludes unallocated general and administrative expenses.Beginning in fiscal 2009, segment-specific general and administrative expenses have been allocated to each of the Company’s reporting segments.Prior year disclosures have been modified accordingly.

Revenues

Operating revenues for the six months ended February 28, 2010 decreased by $7.1 million to $171.2 million compared with $178.3 million for the six months ended February 28, 2009. The decrease is attributable to a $13.2 million decrease in irrigation equipment revenues partially offset by an increase of $6.1 million in infrastructure segment revenues.

Domestic irrigation equipment revenues for the six months ended February 28, 2010 of $71.6 million decreased $15.4 million compared to the same period last year. The six months ended February 28, 2009 reflected a record first quarter irrigation revenue, working off a record backlog from the end of fiscal 2008. The Company saw a significant decline in orders in the quarters following August 31, 2008 as a result of the economic slowdown. International irrigation

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equipment revenues for the six months ended February 28, 2010 increased $2.2 million as compared to the first six months of fiscal 2009. The Company’s revenues from international markets were also impacted by the record revenue in the first fiscal quarter of 2009. Management believes that the combination of factors described above in the discussion of the three months ended February 28, 2010 also contributed to the increase in international irrigation revenues for the six-month period and more than offsets the impact of the record revenue recorded in the first fiscal quarter of 2009.

Infrastructure products segment revenue of $50.0 million for the six months ended February 28, 2010 represented an increase of $6.1 million from the same prior year period. For the six month period revenue increased at Barrier Systems by over 70% compared to the first six months of fiscal 2009. The completion of the $19.6 million Mexico City road project benefited Barrier Systems during the first half of fiscal 2010. Management believes that the combination of factors described above in the discussion of the three months ended February 28, 2010 also contributed to the decrease in Diversified Manufacturing revenues for the six-month period.

Gross Margin

Gross profit for the six months ended February 28, 2010 was $47.9 million, an increase of $6.0 million compared to the same prior year period. Gross margin percentage for the six months ended February 28, 2010 increased to 28.0% from the 23.5% achieved during the same prior year period. Management believes that the combination of factors described above in the discussion of the three months ended February 28, 2010 also contributed to the increase in gross margin for the six-month period.

Operating Expenses

Operating expenses during the first half of fiscal 2010 decreased by $0.7 million to $29.9 million compared to the same prior year period. The lower operating expenses were primarily due to reduced personnel related costs and Nebraska Advantage Act Credits. This decrease was partially offset by increased medical and incentive compensation expenses.

Interest, Other Income (Expense), net

Interest expense during the six months ended February 28, 2010 of $0.8 million decreased $0.3 million from the $1.1 million recognized during the same prior year period for fiscal 2009. The decrease in interest expense is due to lower interest expense payments resulting from principal reductions on the Company’s two outstanding term notes.

Interest income during the six months ended February 28, 2010 decreased by $0.4 million compared to the same prior year period. The decrease in interest income is primarily due to earning a lower interest rate on investments of the Company’s cash balances.

Other income (expense), net during the six months ended February 28, 2010 increased from an expense of $1.5 million to income of $0.1 million compared with the same prior year period. The higher expense for the first half of fiscal 2009 primarily resulted from foreign currency transaction losses realized from the volatility of exchange rates.

Income Taxes

The Company recorded income tax expense of $4.8 million and $2.8 million for the six months ended February 28, 2010 and 2009, respectively. The effective tax rate used to calculate income tax expense before discrete items was 35.5% and 34.9% for the six months ended February 28, 2010 and 2009, respectively.

For the six months ended February 28, 2010, the Company recorded three discrete items that reduced income tax expense. The first item was a benefit of $1.4 million related to the Nebraska Advantage Act Credits. The next item relates to the reversal of previously recorded liabilities for uncertain tax positions relating to taxation of the Company’s international subsidiaries. This reversal was recorded due to the expiration of the statute of limitations in the respective tax jurisdictions without any actual tax liability being assessed. The benefit recorded was $0.4 million. Lastly, the Company recorded a discrete item resulting in $0.4 million of additional tax expense in the first quarter of fiscal 2010. In fiscal 2004 the European Commission (“EC”) overturned a tax deduction previously allowed by the French Tax Authorities and taken by the Company’s French subsidiary in a period prior to being owned by the Company. In the current period, the Company determined it had not previously recorded the tax obligation resulting from the EC ruling. The Company corrected the error and recorded an immaterial adjustment of $0.4 million to increase tax expense to reflect the correction of the tax obligation incurred during fiscal 2004. The Company has concluded that the impact of this correction is not material to its previously issued financial statements.

For the six months ended February 28, 2009, the Company recorded two discrete items that reduced income tax expense. The first item was a benefit of $0.1 million related to the reversal of previously recorded liabilities for uncertain tax positions, relating to taxation of the Company’s Brazilian subsidiary. This reversal was recorded due to the expiration of the statute of limitations without any actual tax liability being assessed. The second item was a benefit of $0.3 million

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resulting from finalizing the fiscal 2008 income tax return calculation that was less than the estimated fiscal 2008 income tax provision.

Net Earnings

Net earnings were $12.7 million or $1.01 per diluted share for the six months ended February 28, 2010 compared with $6.5 million or $0.52 per diluted share for the same prior year period. Included in net earnings for the six months ended February 28, 2010 is an after-tax net benefit of $2.0 million, or $0.16 per diluted share, from the Nebraska Advantage Act Credits.

Liquidity and Capital Resources

The Company requires cash for financing its receivables and inventories, paying operating costs and capital expenditures, and for dividends. The Company meets its liquidity needs and finances its capital expenditures from its available cash and funds provided by operations along with borrowings under four credit arrangements that are described below.

The Company’s cash and cash equivalents totaled $91.6 million at February 28, 2010 compared with $41.1 million at February 28, 2009 and $85.9 million at August 31, 2009.

The Company currently maintains two bank lines of credit with Wells Fargo Bank, N.A. and Societe Generale to provide additional working capital or to fund acquisitions, if needed. The Company has an unsecured $30.0 million Revolving Credit Note and Credit Agreement with Wells Fargo Bank, N.A. (the “Revolving Credit Agreement”). The Company entered into the First Amendment to the Revolving Credit Agreement (the “Amended Revolving Credit Agreement”), effective as of January 23, 2010, in order to extend the Revolving Credit Agreement’s termination date from January 23, 2010 to January 23, 2012 as well as to modify the interest rate from LIBOR plus 50 basis points to LIBOR plus 120 basis points. As of February 28, 2010 and 2009 and August 31, 2009, there was no outstanding balance on the Amended Revolving Credit Agreement.

Borrowings under the Amended Revolving Credit Agreement bear interest at a rate equal to LIBOR plus 120 basis points, subject to adjustment as set forth in the Amended Revolving Credit Agreement. Interest is repaid on a monthly or quarterly basis depending on loan type. The Company also pays an annual commitment fee of 0.25% on the unused portion of the Amended Revolving Credit Agreement. Unpaid principal and interest is due by January 23, 2012, which is the termination date of the Amended Revolving Credit Agreement.

The Company’s wholly-owned European subsidiary, Lindsay Europe, has an unsecured revolving line of credit with Societe Generale, a European commercial bank, under which it could borrow up to 2.3 million Euros, which equates to approximately $3.1 million as of February 28, 2010, for working capital purposes (the “Euro Line of Credit”). At February 28, 2010 and August 31, 2009 there were no borrowings outstanding under the Euro Line of Credit. As of February 28, 2009, there was $2.3 million outstanding on the Euro Line of Credit. Under the terms of the Euro Line of Credit, borrowings, if any, bear interest at a floating rate in effect from time to time designated by the commercial bank as the Euro Interbank Offered Rate plus 150 basis points (all inclusive, 1.83% at February 28, 2010). Unpaid principal and interest is due by January 31, 2011, which is the termination date of the Euro Line of Credit.

The Company also has two term loan arrangements that it used to finance previous acquisitions. The Company entered into an unsecured $30.0 million Term Note and Credit Agreement, each effective as of June 1, 2006, with Wells Fargo Bank, N.A. (collectively, the “BSI Term Note”) to partially finance the acquisition of BSI. Borrowings under the BSI Term Note bear interest at a rate equal to LIBOR plus 50 basis points. However, this variable interest rate has been converted to a fixed rate of 6.05% through an interest rate swap agreement with the lender. Principal is repaid quarterly in equal payments of $1.1 million over a seven-year period that commenced in September, 2006. The BSI Term Note is due in June of 2013.

On December 27, 2006, the Company’s wholly-owned Italian subsidiary entered into an unsecured $13.2 million seven-year Term Note and Credit Agreement (the “Snoline Term Note”) with Wells Fargo Bank, N.A. Borrowings under the Snoline Term Note are guaranteed by the Company and bear interest at a rate equal to LIBOR plus 50 basis points. The Snoline Term Note is due in December of 2013. In connection with the Snoline Term Note, the Company entered into a cross currency swap transaction obligating the Company to make quarterly payments of 0.4 million Euros per quarter over the same seven-year period as the Snoline Term Note and to receive payments of $0.5 million per quarter. In addition, the variable interest rate was converted to a fixed rate of 4.7%. This is approximately equivalent to converting the $13.2 million seven-year Snoline Term Note into a 10.0 million Euro seven-year term note at a fixed rate of 4.7%.

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quarter of fiscal 2010, these covenants for each of the Notes were modified by adding a tangible net worth requirement to the already existing covenants. Upon the occurrence of any event of default of these covenants specified in the Notes, including a change in control of the Company (as defined in the Notes), all amounts due under the Notes may be declared to be immediately due and payable. At February 28, 2010, the Company was in compliance with all loan covenants.

The risk of receivable collectability has increased as global economic conditions have softened. In response, the Company continuously monitors the receivable portfolio and takes aggressive collection actions when required. In light of the ongoing significant changes in credit market liquidity and the general slowdown in the global economy, the Company still believes its current cash resources, projected operating cash flow, and remaining capacity under its bank lines of credit are sufficient to cover all of its expected working capital needs, planned capital expenditures, dividends, and other cash requirements, excluding potential acquisitions.

Cash flows provided by operations totaled $11.1 million during the six months ended February 28, 2010 compared to $2.0 million used in operations during the same prior year period. Cash provided by operations improved $13.1 million primarily due to increased net earnings and a decrease in cash used for working capital items.

Cash flows used in investing activities totaled $1.0 million during the six months ended February 28, 2010 compared to cash flows used in investing activities of $4.3 million during the same prior year period. The decrease in cash used for investing activities was primarily due to a decrease of $3.2 million of purchases of property, plant and equipment.

Cash flows used in financing activities totaled $4.2 million during the six months ended February 28, 2010 compared to cash flows used in financing activities of $3.2 million during the same prior year period. The increase in cash used in financing activities was primarily due to $0.8 million cash received from the revolving line of credit during the six months ended February 28, 2009. During the six months ended February 28, 2009, the Company’s French subsidiary’s net borrowings were $0.8 million on its revolving line of credit compared to $0 during the six months ended February 28, 2010.

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, 2009.

Market Conditions and Fiscal 2010 Outlook

Agricultural commodity prices for corn, soybeans and wheat are relatively similar to prices at the same time last year; however, there is a sense that farmers are moving beyond the shock effect of the economic recession experienced last year. USDA projections for 2010 Net Farm Income indicate a 12% increase compared to 2009 estimates and near the ten year average. Irrigation demand for the full fiscal 2010 remains unclear, as the Company is still only half way through the peak selling period, but the Company has seen improved demand in most regions of the country and overall irrigation demand is expected to be slightly better than fiscal 2009. In the international markets a few select regions appear to be rebounding at a faster pace compared to the rest of the world.

In the infrastructure markets, interest in the moveable barrier product line for traffic mitigation remains very strong throughout the world. While the $19.6 million Mexico City road project was the largest project for the product line to-date, the Company’s list of potential projects continues to include ones of similar size as well as many smaller projects. Many of the Company’s other highway safety products, primarily the Company’s line of crash cushions, are more directly impacted by federal highway bill spending, which appears to be stabilized for the near-term. Infrastructure spending continues to remain uncertain beyond 2010, pending the passage of a new long-term highway bill.

Overall, the Company continues to focus on working capital management and tight spending control in all of the Company’s operations. The Company’s focus on improving cash flow has resulted in increasing cash and cash equivalents by $50.5 million to $91.6 million compared with the prior year. The Company also reduced debt by $6.2 million over the same period.

As of February 28, 2010, the Company had an order backlog of $33.6 million compared with $36.1 million at November 30, 2009 and $45.5 million at February 28, 2009. The February 28, 2009 backlog included $19.6 million for the Mexico City road project that was completed in the first half of fiscal 2010.

In the long term, the global drivers of increasing food production, improving water-use efficiency, expanding bio-fuel production, expanding interest in reducing environmental impacts and improving transportation infrastructure continue to be positive drivers of demand for the Company’s products. The Company’s strong balance sheet has well-positioned the Company to invest in growth initiatives both organically and through acquisitions.

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Recently Issued Accounting Pronouncements

In October 2009, the FASB issued ASU No. 2009-13 (“ASU 2009-13”), which addresses the accounting for multiple-deliverable arrangements to enable vendors to account for products or services (deliverables) separately rather than as a combined unit. ASU 2009-13 is effective prospectively for revenue arrangements entered into or materially modified in fiscal years beginning on or after June 15, 2010. The Company is still assessing the impact that the adoption of this standard will have on its consolidated financial statements, but expects the impact to be minimal.

ITEM 3 — Quantitative and Qualitative Disclosures About Market Risk

The Company uses certain financial derivatives to mitigate its exposure to volatility in interest rates and 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 credit risk under these interest rate and foreign currency agreements is not considered to be significant.

The Company has manufacturing operations in the United States, France, Brazil, Italy, South Africa and China. The Company has sold products throughout the world and purchases certain of its components from third-party international suppliers. Export sales made from the United States are principally U.S. dollar denominated. A majority of the Company’s revenue generated from operations outside the United States is denominated in local currency. Accordingly, these sales are not subject to significant foreign currency transaction risk. At times, export sales may be denominated in a currency other than the U.S. dollar. The Company’s most significant transactional foreign currency exposures are the Euro, the Brazilian real, the South African rand and the Chinese renminbi in relation to the U.S. dollar. Fluctuations in the value of foreign currencies create exposures, which can adversely affect the Company’s results of operations.

In order to reduce exposures related to changes in foreign currency exchange rates, the Company, at times, may enter into forward exchange or option contracts for transactions denominated in a currency other than the functional currency for certain of our operations. This activity primarily relates to economically hedging against foreign currency risk in purchasing inventory, sales of finished goods, and future settlement of foreign denominated assets and liabilities.

In order to reduce translation exposure resulting from translating the financial statements of its international subsidiaries into U.S. dollars, the Company, at times, utilizes Euro foreign currency forward contracts to hedge its Euro net investment exposure in its foreign operations. During the second quarter of fiscal 2010, the Company entered into and settled a Euro foreign currency forward contract resulting in an after-tax gain of $0.4 million which was included in other comprehensive income as part of currency translation adjustment. This gain partially offset the translation losses recognized during the second quarter due to the declining Euro.

In order to reduce interest rate risk on the $30 million BSI Term Note, the Company has entered into an interest rate swap agreement with Wells Fargo Bank, N.A. that is designed to convert the variable interest rate on the entire amount of this borrowing to a fixed rate of 6.05% per annum. Under the terms of the interest rate swap, the Company receives variable interest rate payments and makes fixed interest rate payments on an amount equal to the outstanding balance of the BSI Term Note, thereby creating the equivalent of fixed-rate debt.

Similarly, the Company entered into a cross currency swap transaction fixing the conversion rate of Euros to U.S. dollars for the Snoline Term Note at 1.3195 and obligating the Company to make quarterly payments of 0.4 million Euros per quarter over the same seven-year period as the Snoline Term Note and to receive payments of $0.5 million per quarter. In addition, the variable interest rate was converted to a fixed rate of 4.7%. This is approximately equivalent to converting the $13.2 million seven-year Snoline Term Note into a 10.0 million Euro seven-year term note at a fixed rate of 4.7%. Under the terms of the cross currency swap, the Company receives variable interest rate payments and makes fixed interest rate payments, thereby creating the equivalent of fixed-rate debt.

ITEM 4 — Controls and Procedures

As of the end of the period covered by this report, the Company carried out an evaluation under the supervision and the participation of the Company’s management, including the Company’s Chief Executive Officer (CEO) and Chief Financial Officer (CFO), of the effectiveness of the design and operation of the Company’s disclosure controls and procedures pursuant to Exchange Act Rules 13a-15(e) and 15d-15(e). Based upon that evaluation, the CEO and CFO concluded that the Company’s disclosure controls and procedures were effective as of February 28, 2010.

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Additionally, the CEO and CFO determined that there has not been any change to the Company’s internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) during the last fiscal quarter that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

Part II — OTHER INFORMATION

ITEM 1 — Legal Proceedings

In the ordinary course of its business operations, the Company is involved, from time to time, in commercial litigation, employment disputes, administrative proceedings, and other legal proceedings. None of these proceedings, individually or in the aggregate, is expected to have a material effect on the business or financial condition of the Company.

Environmental Matters

In 1992, the Company entered into a consent decree with the Environmental Protection Agency of the United States Government (the “EPA”) in which the Company committed to remediate environmental contamination of the groundwater that was discovered in 1982 through 1990 at and adjacent to its Lindsay, Nebraska facility (the “site”). The site was added to the EPA’s list of priority superfund sites in 1989. Between 1993 and 1995, remediation plans for the site were approved by the EPA and fully implemented by the Company. Since 1998, the primary remaining contamination at the site has been the presence of volatile organic chemicals in the groundwater. The current remediation process consists of drilling wells into the aquifer and pumping water to the surface to allow these contaminants to be removed by aeration. In 2008, the Company and the EPA conducted a periodic five-year review of the status of the remediation of the contamination of the site. In response to the review, the Company and its environmental consultants have developed a remedial action work plan that will allow the Company and the EPA to better identify the boundaries of the contaminated groundwater and determine whether the contaminated groundwater is being contained by current and planned remediation methods. The Company accrues the anticipated cost of remediation when the obligation is probable and can be reasonably estimated. During the second quarter of fiscal 2010, the Company accrued incremental costs of $0.7 million for additional environmental monitoring and remediation in connection with the current ongoing supplemental remedial action work plan. Amounts accrued and included in balance sheet liabilities related to the remediation actions were $1.3 million, $1.0 million and $1.3 million at February 28, 2010 and 2009 and August 31, 2009, respectively. Although the Company has accrued all reasonably estimable costs of completing the actions defined in the current ongoing work plan agreed to between the Company and the EPA, it is possible that additional testing may be required or additional actions could be requested or mandated by the EPA at any time, resulting in the recognition of additional related expenses.

ITEM 1A — Risk Factors

There have been no material changes in our risk factors as described in our Form 10-K for the fiscal year ended August 31, 2009.

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

The Company made no repurchases of its common stock under the Company’s stock repurchase plan during the quarter ended February 28, 2010; therefore, tabular disclosure is not presented. From time to time, the Company’s Board of Directors has authorized the Company to repurchase shares of the Company’s common stock. Under this share repurchase plan, the Company has existing authorization to purchase, without further announcement, up to 881,139 shares of the Company’s common stock in the open market or otherwise.

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ITEM 4 — Submission of Matters to a Vote of Security Holders

The Company’s annual meeting of stockholders was held on January 25, 2010. The stockholders voted (i) to elect three directors for terms ending in 2013, (ii) to approve the Lindsay Corporation 2010 Long-Term Incentive Plan, and (iii) to ratify the appointment of KPMG LLP as the independent auditor for the Company for the fiscal year ending August 31, 2010. In addition to the election of Howard G. Buffett, Michael C. Nahl and William F. Welsh II as directors, the following were directors at the time of the annual meeting and will continue in office: Michael N. Christodolou, W. Thomas Jagodinski, J. David McIntosh, Richard W. Parod and Michael D. Walter. There were 12,410,448 shares of common stock entitled to vote at the meeting and 10,230,540 shares (82.43%) were represented at the meeting. The voting results were as follows:


1.	Election of Directors:	For		Withheld		Broker Non-Vote

	Howard G. Buffett		8,538,131		242,919		1,449,490
	Michael C. Nahl		8,698,200		82,850		1,449,490
	William F. Welsh II		8,567,243		213,807		1,449,490

2.	Approval of Lindsay Corporation 2010 Long-Term Incentive Plan

	For — 8,348,698	Against — 220,103		Abstain — 212,249		Broker Non-Vote — 1,449,490

3.	Ratification of the appointment of KPMG LLP as the independent auditor for the Company for the fiscal year ended August 31, 2010.

	For — 10,130,761	Against — 91,387		Abstain — 8,392		Broker Non-Vote — 0

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ITEM 6 — Exhibits


3.1		Restated Certificate of Incorporation of the Company, incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on December 14, 2006.

3.2		Restated By-Laws of the Company, incorporated by reference to Exhibit 3.1 of the Company’s Current Report on Form 8-K filed on November 6, 2007.

4.1		Specimen Form of Common Stock Certificate, incorporated by reference to Exhibit 4(a) of the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended November 30, 2006.

10.1*		Lindsay Corporation 2010 Long-Term Incentive Plan, approved by the Company’s stockholders on January 25, 2010

10.2*		Restated Sixth Amendment to Employment Agreement, effective February 25, 2010, by and between the Company and Richard W. Parod

10.3		First Amendment to Revolving Credit Agreement, dated January 23, 2010, by and between the Company and Wells Fargo Bank, N.A., incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed on January 26, 2010

10.4*		Restated First Amendment to Credit Agreement, dated January 23, 2010, by and between Snoline S.p.a. and Wells Fargo Bank, N.A.

10.5*		Amended and Restated Credit Agreement, dated June 1, 2006, by and between the Company and Wells Fargo Bank, N.A., including the First through Fourth Amendments dated through January 23, 2010

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.


*		- filed herein

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SIGNATURE

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 8th day of April 2010.


LINDSAY CORPORATION
By:	/s/ DAVID B. DOWNING
	Name:	David B. Downing
	Title:	Chief Financial Officer and President International Operations

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TABLE OF CONTENTS

Part I Financial Information Item 1 Financial Statements Item 2 Management S Discussion and Analysis Of Financial Condition and Results Of Operations Item 3 Quantitative and Qualitative Disclosures About Market Risk Item 4 Controls and Procedures Part II Other Information Item 1 Legal Proceedings Item 1A Risk Factors Item 2 Unregistered Sales Of Equity Securities and Use Of Proceeds Item 4 Submission Of Matters To A Vote Of Security Holders Item 6 Exhibits

LNN 10-Q Quarter ended Feb. 28, 2010