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☒
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended
May 31,
2025
OR
☐
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Commission File Number
1-13419
Lindsay Corporation
(Exact name of registrant as specified in its charter)
Delaware
47-0554096
(State or other jurisdiction of
incorporation or organization)
(I.R.S. Employer
Identification No.)
18135 Burke Street
,
Suite 100
,
Omaha
,
Nebraska
68022
(Address of principal executive offices)
(Zip Code)
402
‑
829-6800
(Registrant's telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Common Stock, $1.00 par value
LNN
New York Stock Exchange
, Inc.
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes
☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Yes
☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act:
Large accelerated filer
☒
Accelerated filer
☐
Non‑accelerated filer
☐
Smaller reporting company
☐
Emerging growth company
☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes
☐
No ☒
As of June 24, 2025,
10,862,203
shares of the registrant’s common stock were outstanding.
NOTES TO THE CONDENSED CONSO
LIDATED FINANCIAL STATEMENTS
(Unaudited)
Note 1 – Basis of Presentation
The condensed consolidated financial statements are presented in accordance with the rules and regulations of the Securities and Exchange Commission (the “SEC”) and do not include all of the disclosures normally required by U.S. generally accepted accounting principles (“U.S. GAAP”) as contained in Lindsay Corporation’s (the “Company”) Annual Report on Form 10-K. Accordingly, these condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in the Company’s most recent Annual Report on Form 10-K for the fiscal year ended August 31, 2024.
In the opinion of management, the condensed consolidated financial statements of the Company reflect all adjustments (consisting of normal recurring accruals) necessary to present fairly the financial position and the results of operations and cash flows for the periods presented. The results for interim periods are not necessarily indicative of trends or results expected by the Company for a full year. The condensed consolidated financial statements were prepared using U.S. GAAP. These principles require us to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities and the reported amounts of revenues and expenses. Actual results could differ from these estimates.
Recent Accounting Guidance Adopted
In September 2022, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2022-04,
Liabilities - Supplier Finance Programs,
which requires annual and interim disclosures for entities that finance its purchases with supplier finance programs. The Company adopted these amendments in its fiscal 2024, except for the amendment on rollforward information, which is effective for the Company beginning in its fiscal 2025. The adoption of this ASU is not expected to have a material impact on its condensed consolidated financial statements.
Recent Accounting Guidance Not Yet Adopted
In November 2023, the FASB issued ASU No. 2023-07,
Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures
which requires, among other updates, enhanced disclosures about significant segment expenses that are regularly provided to the chief operating decision maker, or CODM, as well as the aggregate amount of other segment items included in the reported measure of segment profit or loss. This ASU is effective for annual reporting periods beginning after December 15, 2023. The Company is currently evaluating the impact of this adoption on its disclosures.
In December 2023, the FASB issued ASU No. 2023-09,
Income Taxes (Topic 740): Improvements to Income Tax Disclosures,
which requires entities to disclose more detailed information in their reconciliation of their statutory tax rate to their effective tax rate. This guidance will be effective for annual reporting periods beginning after December 15, 2024. The Company is currently evaluating the impact of this adoption on its disclosures.
In November 2024, the FASB issued ASU No. 2024-03,
Disaggregation of Income Statement Expenses (DISE)
, which requires additional disclosure of the nature of expenses included in the income statement in response to longstanding requests from investors for more information about an entity’s expenses. The guidance will be effective for annual reporting periods beginning after December 15, 2026 and interim reporting periods beginning after December 15, 2027. The Company is currently evaluating the impact of this adoption on its disclosures.
A breakout by segment of revenue recognized over time versus at a point in time for the
three and nine months ended May 31, 2025 and 2024 is as follows:
Three months ended
Three months ended
May 31, 2025
May 31, 2024
($ in thousands)
Irrigation
Infrastructure
Total
Irrigation
Infrastructure
Total
Point in time
$
135,334
$
20,170
$
155,504
$
107,438
$
17,542
$
124,980
Over time
8,411
1,759
10,170
7,402
1,276
8,678
Revenue from contracts with customers
143,745
21,929
165,674
114,840
18,818
133,658
Lease revenue
—
3,790
3,790
—
5,541
5,541
Total operating revenues
$
143,745
$
25,719
$
169,464
$
114,840
$
24,359
$
139,199
Nine months ended
Nine months ended
May 31, 2025
May 31, 2024
($ in thousands)
Irrigation
Infrastructure
Total
Irrigation
Infrastructure
Total
Point in time
$
414,958
$
66,192
$
481,150
$
365,184
$
42,835
$
408,019
Over time
24,013
4,891
28,904
22,842
3,944
26,786
Revenue from contracts with customers
438,971
71,083
510,054
388,026
46,779
434,805
Lease revenue
—
12,755
12,755
—
17,271
17,271
Total operating revenues
$
438,971
$
83,838
$
522,809
$
388,026
$
64,050
$
452,076
Further disaggregation of revenue is disclosed in Note 14 – Business Segments.
For contracts with an initial length longer than 12 months, the unsatisfied performance obligations were
$
20.4
million at May 31, 2025
,
almost all of which is expected to be satisfied within the next
12 months
.
Contract Balances
Contract assets arise when recorded revenue for a contract exceeds the amounts billed under the terms of such contract. Contract liabilities arise when billed amounts exceed revenue recorded. Amounts are billable to customers upon various measures of performance, including achievement of certain milestones and completion of specified units of completion of the contract. At May 31, 2025, May 31, 2024, and August 31, 2024, contract assets amounted t
o $
1.6
million, $
3.6
million, and $
3.3
million, respectively. These amounts are included within other current assets on the condensed consolidated balance sheets.
Contract liabilities include advance payments from customers and billings in excess of delivery of performance obligations. At May 31, 2025, May 31, 2024, and August 31, 2024, contract liabilities amounted to $
20.8
million, $
23.5
million, and $
21.5
million, respectively. Contract liabilities are included within other current liabilities and other noncurrent liabilities on the condensed consolidated balance sheets. During the Company’s
nine months ended May 31, 2025 and 2024, the Company recognized
$
15.3
million and $
14.5
million of revenue that was included in the liabilities as of
August 31, 2024 and 2023
, respectively. The revenue recognized was due to applying advance payments received for the performance obligations completed during the quarter.
Note 3 – Net Earnings per Share
Basic earnings per share is calculated on the basis of weighted average outstanding common shares. Diluted earnings per share is calculated on the basis of basic weighted average outstanding common shares adjusted for the dilutive effect of stock options, restricted stock unit awards and other dilutive securities.
The following table shows the computation of basic and diluted net earnings per share for the
three and nine months ended May 31, 2025 and 2024:
Three months ended
Nine months ended
($ and shares in thousands, except per share amounts)
May 31,
2025
May 31,
2024
May 31,
2025
May 31,
2024
Numerator:
Net earnings
$
19,500
$
20,379
$
63,239
$
53,521
Denominator:
Weighted average shares outstanding
10,862
10,996
10,860
11,016
Diluted effect of stock awards
69
34
55
39
Weighted average shares outstanding assuming
dilution
10,931
11,030
10,915
11,055
Basic net earnings per share
$
1.80
$
1.85
$
5.82
$
4.86
Diluted net earnings per share
$
1.78
$
1.85
$
5.79
$
4.84
Certain stock options and restricted stock units were excluded from the computation of diluted net earnings per share because their effect would have been anti-dilutive. Performance stock units are excluded from the calculation of dilutive potential common shares until the threshold performance conditions have been satisfied. The number of securities excluded from the computation of earnings per share because their effect would have been anti-dilutive was not significant for the three and nine months ended May 31, 2025 and 2024
.
Note 4 – Equity Method Investment
On December 19, 2024, the Company completed its acquisition of a
49.9
% non-controlling interest in Pessl Instruments GmbH ("Pessl"),
an Austrian company that provides agricultural technology solutions focused on field monitoring systems such as weather stations and soil moisture probes, for $
7.5
million, inclusive of direct transaction costs.
The Company's investment in Pessl is accounted for pursuant to the equity method due to the Company’s ability to exert significant influence over decisions relating to Pessl's operating and financial affairs. Revenue and expenses of this investment are not consolidated into the Company’s financial statements; rather, the proportionate share of the earnings or losses is recorded within other income (expense), net on the condensed consolidated statements of earnings.
The Company determined that on the date of the minority interest acquisition of Pessl, there were differences between the Company's investment in Pessl and its proportional interest in the equity of Pessl, which represented basis differences between the Company's purchase price and its share of Pessl's net assets as well as residual equity method goodwill that is not amortized. Amortizable basis differences, which are not financially significant, are being amortized over a 5-year period and are recorded within other income (expense), net on the condensed consolidated statements of earnings.
Note 5 – Income Taxes
The Company recorded income tax expense of $
6.2
million and income tax benefit of
$
0.2
million for the three months ended May 31, 2025 and 2024, respectively, and recorded income tax expense of $
17.7
million and $
10.3
million for the nine months ended May 31, 2025 and 2024, respectively.
It is the Company’s policy to report income tax expense for interim periods using an estimated annual effective income tax rate. The estimated annual effective income tax rate was
22.3
percent and
25.7
percent for the
nine months ended May 31, 2025 and 2024, respectively. The decrease in the estimated annual effective income tax rate relates primarily to the change in earnings mix among jurisdictions with differing tax rates.
The tax effects of significant or unusual items are not considered in the estimated annual effective income tax rate. The tax effects of such discrete events are recognized in the interim period in which the events occur. The impact of discrete items was negligible during the three months ended May 31, 2025
, while the Company recorded a discrete benefit of $
4.8
million during the
three months ended May 31, 2024
related to the one-time recognition of an income tax credit in Brazil.
Inventories consisted of the following as of
May 31, 2025, May 31, 2024, and August 31, 2024:
($ in thousands)
May 31,
2025
May 31,
2024
August 31,
2024
Raw materials and supplies
$
84,403
$
83,750
$
84,725
Work in process
8,330
13,235
10,192
Finished goods and purchased parts, net
78,594
96,295
80,877
Total inventory value before LIFO adjustment
171,327
193,280
175,794
Less adjustment to LIFO value
(
20,865
)
(
21,758
)
(
21,341
)
Inventories, net
$
150,462
$
171,522
$
154,453
Of the $
150.5
million, $
171.5
million, and $
154.5
million of net inventories at May 31, 2025, May 31, 2024, and August 31, 2024, respectively, $
37.9
million, $
49.8
million, and $
42.7
million, respectively, was valued on the last-in, first-out ("LIFO") basis, and $
112.6
million, $
121.7
million, and $
111.8
million, respectively, was valued on the first-in, first-out ("FIFO") or average cost methods.
Note 7 – Long-Term Debt
The following table sets forth the outstanding principal balances of the Company’s long-term debt as of the dates shown:
($ in thousands)
May 31,
2025
May 31,
2024
August 31,
2024
Series A Senior Notes
$
115,000
$
115,000
$
115,000
Elecsys Series 2006A Bonds
321
540
492
Total debt
115,321
115,540
115,492
Less current portion
(
232
)
(
229
)
(
228
)
Less unamortized debt issuance costs
(
233
)
(
282
)
(
270
)
Total long-term debt
$
114,856
$
115,029
$
114,994
Principal payments on the debt are due as follows:
Due within
$ in thousands
1 year
$
232
2 years
89
Thereafter
115,000
$
115,321
Note 8 – Fair Value Measurements
The following table presents the Company’s financial assets and liabilities measured at fair value, based upon the level within the fair value hierarchy in which the fair value measurements fall, as of
May 31, 2025, May 31, 2024, and August 31, 2024. There were no transfers between any levels for the periods presented.
The Company’s investments in marketable securities consist of investment grade corporate bonds and commercial paper. The marketable securities are classified as available-for-sale and are carried at fair value with the change in unrealized gains and losses reported as a separate component on the condensed consolidated statements of comprehensive income until realized. The Company determines fair value using data points that are observable, such as quoted prices and interest rates. The amortized cost of the investments approximates fair value. Investment income is recorded within other income (expense), net on the condensed consolidated statements of earnings. As of May 31, 2025
, all of the Company’s marketable securities investments mature within
one year
.
The Company enters into derivative instrument agreements to manage risk in connection with changes in foreign currency. The Company only enters into derivative instrument agreements with counterparties who have highly rated credit and does not enter into derivative instrument agreements for trading or speculative purposes. The fair values are based on inputs other than quoted prices that are observable for the asset or liability and are determined by standard calculations and models that use readily observable market parameters. These inputs include foreign currency exchange rates and interest rates. Industry standard data providers are the primary source for forward and spot rate information for both interest rates and foreign currency exchange rates.
The Company has entered into various cross currency swaps that mature between the third quarter of fiscal 2026 and the first quarter of fiscal 2028 with a total notional amount of $
175.0
million, or €
163.2
million. The Company elected the spot method for designating these swaps as net investment hedges. Changes in the fair value of these contracts are reported in accumulated other comprehensive loss on the condensed consolidated balance sheets and the fair value of these contracts is recorded within other noncurrent assets and other noncurrent liabilities on the condensed consolidated balance sheets. The fair value of these contracts as
of May 31, 2025 is included in the table above as derivative assets. Translation gains and losses are recorded within other comprehensive income related to the Company's net investment hedges. Translation losses were
$
11.9
million and $
0.4
million for the three months ended May 31, 2025 and 2024, respectively, and $
7.3
million and $
0.2
million for the nine months ended May 31, 2025 and 2024, respectively.
At May 31, 2025, the Company had an outstanding foreign currency forward contract to sell a notional amount o
f
147.4
million South African rand at fixed prices to settle during the next fiscal quarter. The Company’s foreign currency forward contracts do not qualify as hedges of a net investment in foreign operations.
There were
no
required fair value adjustments for assets and liabilities measured at fair value on a non-recurring basis for the three or
nine months ended May 31, 2025 or 2024
.
In the ordinary course of its business operations, the Company enters into arrangements that obligate it to make future payments under contracts such as lease agreements. Additionally, the Company is involved, from time to time, in commercial litigation, employment disputes, administrative proceedings, business disputes and other legal proceedings. The Company has established accruals for certain proceedings based on an assessment of probability of loss. The Company believes that any such currently-pending proceedings are either covered by insurance or would not have a material effect on the business or its consolidated financial statements if decided in a manner that is unfavorable to the Company. Such proceedings are exclusive of environmental remediation matters which are discussed separately below.
Infrastructure Products
The Company is currently defending a number of product liability lawsuits arising out of vehicle collisions with highway barriers incorporating the Company’s
X-Lite
® end terminal. Despite the September 2018 reversal of a sizable judgment against a competitor and the October 2023 dismissal of the FCA Lawsuit (as defined below), the Company expects that the significant attention brought to the infrastructure products industry by the original judgment may lead to additional lawsuits being filed against the Company and others in the industry.
Following the March 2019 filing of a qui tam lawsuit (as amended, the “FCA Lawsuit”) by an individual relator (the “Relator”) on behalf of the United States and 12 individual states, in the United States District Court for the Northern District of New York (the “U.S. District Court”), the Department of Justice, Civil Division and the U.S. Attorney's Office for the Northern District of New York (the “U.S. Attorney’s Office”) proceeded to initiate an investigation into the Relator’s allegations relating to the Company's X-Lite end terminal and potential violations of the False Claims Act. On September 28, 2023, the U.S. Attorney’s Office submitted a letter motion (the “Letter Motion”) informing the U.S. District Court that the United States had investigated the Relator’s allegations and now sought to move to dismiss the FCA Lawsuit as it had “determined that dismissal is commensurate with the public interest because the claims lack merit and the matter does not warrant the continued expenditure of resources to pursue or monitor the action.” The U.S. Attorney’s Office also noted that it had “been advised by counsel for the 12 states that the states [had] no objection to the U.S. District Court declining to exercise supplemental jurisdiction over the remaining state claims and to dismissing those claims without prejudice to the states.” On October 2, 2023, the U.S. District Court granted the Letter Motion and indicated that a motion to dismiss could be filed without further order or pre-motion conference. On October 12, 2023, after the Relator proceeded to file his own notice of voluntary dismissal, the U.S. Attorney’s Office filed its notice of consent to the Relator’s voluntary dismissal. On October 26, 2023, the U.S. District Court ordered the dismissal of the FCA Lawsuit without prejudice as to the Relator, the United States, and each of the 12 state plaintiffs.
On November 27, 2023, following the dismissal of the Relator’s FCA Lawsuit, the Relator filed under seal subsequent qui tam lawsuits on behalf of each of the States of Tennessee and California against the Company, certain of its subsidiaries, and certain third parties which originally designed the X-Lite end terminal. The Tennessee lawsuit (the “Tennessee FATA Lawsuit”) was filed in the Circuit Court of Davidson County, Nashville, Tennessee (the “Tennessee Circuit Court”), and the California lawsuit (the “California FATA Lawsuit”) was filed in the Superior Court of California, Sacramento County (the “California Superior Court”). Both lawsuits make substantially similar allegations as those originally made in the FCA Lawsuit with respect to the Company’s X-Lite end terminal and potential violations of each state’s respective Fraud Against Taxpayers Act. The State of Tennessee filed under seal a notice of its election to decline to intervene on March 26, 2024, the Tennessee Circuit Court ordered the Tennessee FATA Lawsuit unsealed later in 2024, and the Company learned of the Tennessee FATA Lawsuit when it and its named subsidiaries were served in June 2024. The State of California similarly filed under seal a notice of its election to decline to intervene on September 13, 2024, the California Superior Court ordered the California FATA Lawsuit unsealed in 2025, and the Company learned of the California FATA Lawsuit when it and its named subsidiaries were served in June 2025.
The Company, certain of its subsidiaries, and certain third parties which originally designed the X-Lite end terminal have also been named in a lawsuit filed on June 9, 2020 in the Circuit Court of Cole County, Missouri by Missouri Highways and Transportation Commission (“MHTC”). MHTC alleges, among other things, that the X-Lite end terminal was defectively designed and failed to perform as designed, intended, and advertised, leading to MHTC’s removal and replacement of X-Lite end terminals from Missouri’s roadways. MHTC alleges strict liability (defective design and failure to warn), negligence, breach of express warranties, breach of implied warranties (merchantability and fitness for a particular purpose), fraud, and public nuisance. MHTC seeks compensatory damages, interest, attorneys’ fees, and punitive damages.
The Company believes it has meritorious factual and legal defenses to each of the lawsuits discussed above and is prepared to vigorously defend its interests. Based on the information currently available to the Company, the Company does not believe that a loss is probable in any of these lawsuits; therefore, no accrual has been included in the Company’s consolidated financial
statements. While it is reasonably possible that a loss may be incurred, the Company is unable to estimate a range of potential loss due to the complexity and current status of these lawsuits. However, the Company maintains insurance coverage to mitigate the impact of adverse exposures in these lawsuits and does not expect that these lawsuits will have a material adverse effect on its business or its consolidated financial statements.
Environmental Remediation
In previous years, the Company committed to a plan to remediate environmental contamination of the groundwater at and adjacent to its Lindsay, Nebraska facility (the “site”). The current estimated aggregate accrued cost of $
10.6
million is based on consideration of remediation options which the Company believes could be successful in meeting the long-term regulatory requirements of the site. The Company submitted a revised remedial alternatives evaluation report to the U.S. Environmental Protection Agency (“EPA”) and the Nebraska Department of Environment and Energy (the “NDEE”) in August 2020 to review remediation alternatives and proposed plans for the site. While the proposed remediation plan is preliminary and has not been approved by the EPA or the NDEE, they approved an in situ thermal remediation pilot study that was conducted by the Company at a specific location on the site. The Company completed the pilot program in the fourth quarter of fiscal 2023. A final report was submitted to the EPA and NDEE for review in November 2023. The Company continues to work with the EPA and the NDEE on finalizing the proposed remediation plans for the site.
Of the total liability as of May 31, 2025
, $
8.0
million was calculated on a discounted basis using a discount rate of
1.2
percent, which represents a risk-free rate.
This discounted portion of the liability amounts to $
9.1
million on an undiscounted basis at
May 31, 2025.
The Company accrues the anticipated cost of investigation and remediation when the obligation is probable and can be reasonably estimated. While the plan has not been formally approved by the EPA, the Company believes the current accrual is a good faith estimate of the long-term cost of remediation at this site; however, the estimate of costs and their timing could change as a result of a number of factors, including but not limited to (1) EPA input on the proposed remediation plan and any changes which the EPA may subsequently require, (2) refinement of cost estimates and length of time required to complete remediation and post-remediation operations and maintenance, (3) effectiveness of the technology chosen in remediation of the site as well as changes in technology that may be available in the future, and (4) unforeseen circumstances existing at the site. As a result of these factors, the actual amount of costs incurred by the Company in connection with the remediation of contamination of its Lindsay, Nebraska site could exceed the amounts accrued for this expense at this time. While any revisions could be material to the operating results of any fiscal quarter or fiscal year, the Company does not expect such additional expenses would have a material adverse effect on its liquidity or financial condition.
The following table summarizes the environmental remediation liability classifications included in the condensed consolidated balance sheets as of
May 31, 2025, May 31, 2024, and August 31, 2024:
($ in thousands)
May 31,
2025
May 31,
2024
August 31,
2024
Other current liabilities
$
509
$
460
$
462
Other noncurrent liabilities
10,123
10,172
10,167
Total environmental remediation liabilities
$
10,632
$
10,632
$
10,629
Note 10 – Warranties
The following table provides the changes in the Company’s product warranties:
Three months ended
Nine months ended
($ in thousands)
May 31,
2025
May 31,
2024
May 31,
2025
May 31,
2024
Product warranty accrual balance, beginning of period
$
13,999
$
14,371
$
14,180
$
14,535
Liabilities accrued for warranties during the period
3,066
2,097
7,548
5,844
Warranty claims paid during the period
(
2,547
)
(
2,020
)
(
7,210
)
(
5,931
)
Product warranty accrual balance, end of period
$
14,518
$
14,448
$
14,518
$
14,448
Note 11 – Share-Based Compensation
The Company’s current share-based compensation plans, approved by the stockholders of the Company, provides for awards of stock options, restricted shares, restricted stock units (“RSUs”), stock appreciation rights, performance shares, and performance stock units (“PSUs”) to employees and non-employee directors of the Company. The Company measures and recognizes compensation expense for all share-based payment awards made to employees and directors based on estimated
fair values. Share-based compensation expense was $
1.9
million and $
1.6
million for the three months ended May 31, 2025 and 2024, respectively, and $
6.2
million and $
5.1
million for the nine months ended May 31, 2025 and 2024, respectively.
Note 12 – Other Current Liabilities
($ in thousands)
May 31,
2025
May 31,
2024
August 31,
2024
Other current liabilities:
Compensation and benefits
$
24,371
$
18,141
$
21,673
Contract liabilities
19,927
22,519
20,496
Tax related liabilities
16,758
7,591
6,544
Warranties
14,518
14,448
14,180
Dealer related liabilities
7,961
9,449
9,072
Deferred revenue - lease
4,856
2,713
2,740
Operating lease liabilities
3,717
3,699
3,623
Accrued insurance
886
1,005
1,053
Accrued environmental liabilities
509
460
462
Other
9,509
8,421
8,328
Total other current liabilities
$
103,012
$
88,446
$
88,171
Note 13 – Share Repurchases
The Company’s Board of Directors authorized a share repurchase program of up to $
250.0
million of common stock with no expiration date. Under the program, shares may be repurchased in privately negotiated and/or open market transactions as well as under formalized trading plans in accordance with the guidelines specified under Rule 10b5-1 of the Securities Exchange Act of 1934, as amended. The Company’s share repurchases in excess of issuances are subject to a
1
% excise tax enacted by the Inflation Reduction Act.
During the three and nine months ended May 31, 2025
, the Company repurchased approximately
11
thousand and
23
thousand shares, respectively, of its common stock under the program in open market transactions for $
1.2
million and $
2.7
million, respectively, inclusive of excise taxes. There were
154
thousand shares repurchased during the
three and nine months ended May 31, 2024
for $
17.9
million, including excise taxes. As of
May 31, 2025, the repurchased shares were held as treasury stock and $
38.8
million of the authorization remained available for future share repurchases.
Note 14 – Business Segments
The Company manages its business activities in
two
reportable segments: irrigation and infrastructure. The Company evaluates the performance of its reportable segments based on segment revenues and operating income, with operating income for segment purposes excluding unallocated corporate general and administrative expenses, interest income, interest expense, other income and expenses and income taxes. Operating income for segment purposes includes general and administrative expenses, selling expenses, engineering and research expenses and other overhead charges directly attributable to the segment. There are no inter-segment sales included in the amounts disclosed. The Company had
no
single customer who represented
10
percent or more of its total revenues during the three or
nine months ended May 31, 2025 or 2024.
Irrigation
–
This reporting segment includes the manufacture and marketing of center pivot, lateral move and hose reel irrigation systems and large diameter steel tubing as well as various innovative technology solutions such as GPS positioning and guidance, variable rate irrigation, remote irrigation management and scheduling technology, irrigation consulting and design and industrial internet of things, or “IIoT”, solutions.
The irrigation reporting segment consists of
one
operating segment.
Infrastructure
– This reporting segment includes the manufacture and marketing of movable barriers, specialty barriers, crash cushions and end terminals, and road marking and road safety equipment. The infrastructure reporting segment consists of
one
operating segment.
ITEM 2 ‑
Management's Discussion and Analysis o
f Financial Condition and Results of Operations
Concerning Forward‑Looking Statements
This Quarterly Report on Form 10-Q contains not only historical information, but also forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Statements that are not historical are forward-looking and reflect information concerning possible or assumed future results of operations and planned financing of the Company. In addition, forward-looking statements may be made orally or in press releases, conferences, reports, on the Company's web site, or otherwise, in the future by or on behalf of the Company. When used by or on behalf of the Company, the words “expect,” “anticipate,” “estimate,” “believe,” “intend,” “will,” “plan,” “predict,” “project,” “outlook,” “could,” “may,” “should” or similar expressions generally identify forward-looking statements. The entire section entitled “Executive Overview and Outlook” should be considered forward-looking statements. For these statements, the Company claims the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995.
Forward-looking statements involve a number of risks and uncertainties, including but not limited to those discussed in the “Risk Factors” section in the Company’s Annual Report on Form 10-K for the fiscal year ended August 31, 2024. Readers should not place undue reliance on any forward-looking statement and should recognize that the statements are predictions of future results or conditions, which may not occur as anticipated. Actual results or conditions could differ materially from those anticipated in the forward-looking statements and from historical results, due to the risks and uncertainties described herein and in the Company’s other public filings with the Securities and Exchange Commission, including the Company’s Annual Report on Form 10-K for the Company’s fiscal year ended August 31, 2024, as well as other risks and uncertainties not now anticipated. The risks and uncertainties described herein and in the Company’s other public filings are not exclusive and further information concerning the Company and its businesses, including factors that potentially could materially affect the Company's financial results, may emerge from time to time. Except as required by law, the Company assumes no obligation to update forward-looking statements to reflect actual results or changes in factors or assumptions affecting such forward-looking statements.
Accounting Policies
In preparing the Company’s condensed consolidated financial statements in conformity with U.S. GAAP, management must make a variety of decisions which impact the reported amounts and the related disclosures. These decisions include the selection of the appropriate accounting principles to be applied and the assumptions on which to base accounting estimates. In making these decisions, management applies its judgment based on its understanding and analysis of the relevant circumstances and the Company’s historical experience.
The Company’s accounting policies that are most important to the presentation of its results of operations and financial condition, and which require the greatest use of judgments and estimates by management, are designated as its critical accounting policies. See discussion of the Company’s critical accounting policies under Item 7 in the Company’s Annual Report on Form 10-K for the Company’s fiscal year ended August 31, 2024. Management periodically re-evaluates and adjusts its critical accounting policies as circumstances change. There were no significant changes in the Company’s critical accounting policies during the nine months ended May 31, 2025.
Recent Accounting Guidance
See Note 1 – Basis of Presentation and the disclosure therein of recently adopted accounting guidance to the condensed consolidated financial statements set forth in Part I, Item 1 of this Quarterly Report on Form 10-Q.
Executive Overview and Outlook
Operating revenues for the three months ended May 31, 2025 were $169.5 million, an increase of 22 percent compared to $139.2 million for the three months ended May 31, 2024. Irrigation segment revenues for the three months ended May 31, 2025 increased 25 percent to $143.7 million from the same prior year period, while infrastructure segment revenues increased 6 percent to $25.7 million. Net earnings for the three months ended May 31, 2025 were $19.5 million, or $1.78 per diluted share, compared to net earnings of $20.4 million, or $1.85 per diluted share, for the three months ended May 31, 2024. The year-over-year decrease in net earnings resulted primarily from the recognition of a one-time income tax credit in the prior year period of $4.8 million, or $0.44 per diluted share.
The primary drivers for the Company’s irrigation segment are the need for irrigated agricultural crop production, which is tied to population growth and the attendant need for expanded food production, and the need to use water resources more efficiently. These drivers are affected by a number of factors, including the following:
Agricultural commodity prices
– As of May 2025, U.S. corn prices have decreased approximately 1 percent and U.S. soybean prices have decreased approximately 15 percent from price levels prevailing in May 2024. Agriculture commodity prices fluctuate based on supply factors, such as global production and inventory levels of commodities, and demand factors such as food and feed consumption, biofuel production and the level of China's demand for agricultural imports.
•
Net farm income
–
In February 2025, the U.S. Department of Agriculture (the “USDA”) released its initial forecast for 2025 U.S. net farm income, which is estimated to be $180.1 billion, an increase of 29 percent from 2024 U.S. net farm income of $139.1 billion. This forecasted increase is based mainly on an increase in government support payments from supplemental and ad-hoc disaster support programs, while cash receipts from crops are expected to decrease 2 percent. Net farm income for 2024 declined 6 percent from the prior year.
•
Weather conditions –
Demand for irrigation equipment is often positively affected by storm damage and prolonged periods of drought conditions as producers look for ways to reduce the risk of low crop production and crop failures. Conversely, demand for irrigation equipment can be negatively affected during periods of more predictable or abundant natural precipitation.
•
Governmental action
– A number of governmental laws, regulations and policies can affect the Company’s business, including the following:
•
In response to recently announced U.S. tariffs on imports from Canada, Mexico, China and other countries, the Company has implemented a comprehensive action plan that includes supplier negotiation, strategic inventory placement, and other supply chain initiatives to manage potential cost impacts. The impact of the proposed tariffs is anticipated to result in a marginal increase to the Company's cost of goods, which is expected to be passed through to the market through increased pricing of products. The potential impact of additional tariffs or retaliatory actions has been considered, and the Company plans to utilize its global footprint and supply chain to try to minimize the potential impact of these actions on its business and customers.
•
The Agriculture Improvement Act of 2018 (the “Farm Bill”) was signed into law in December 2018 and provides a degree of certainty to growers, including funding for the Environmental Quality Incentives Program, which provides financial assistance to farmers to implement conservation practices, and is frequently used to assist in the purchase of center pivot irrigation systems. In December 2024, Congress voted to extend the Farm Bill through September 30, 2025, at which date it will expire without new legislation or another extension.
•
Changes to U.S. income tax laws enacted in December 2017 (the "2017 Tax Act") increased the benefit of certain tax incentives, such as the Section 179 income tax deduction and Section 168 bonus depreciation, which are intended to encourage equipment purchases by allowing 100 percent of the cost of equipment to be treated as an expense in the year of purchase rather than amortized over its useful life. This benefit is being phased out by 20 percent per year over a five-year period, beginning in 2023. For calendar 2025, the allowable deduction is 40 percent of the cost of equipment and in calendar 2026 the allowable deduction will drop to 20 percent. Proposed legislation currently being considered in Congress would restore these incentives to levels set in the 2017 Tax Act to once again allow 100 percent of the cost of equipment to be treated as an expense in the year of purchase rather than amortized over its useful life.
•
Biofuel production continues to be a major demand driver for irrigated corn, sugar cane and soybeans as these crops are used in high volumes to produce ethanol and biodiesel. The U.S. Environmental Protection Agency (“EPA”) establishes biofuel volume requirements for the Renewable Fuels Standard (RFS). In June, 2025 the EPA proposed new volume requirements for 2026 and 2027 that represent increases of approximately 8 percent and 10 percent, respectively, over 2025 requirements. The new requirements, along with other proposed regulatory changes, are intended to strengthen the RFS program and support the growth of domestically produced renewable fuels.
•
Many international markets are affected by government policies such as subsidies and other agriculturally related incentives. While these policies can have a significant effect on individual markets, they typically do not have a material effect on the consolidated results of the Company.
•
Currency
– The value of the U.S. dollar fluctuates in relation to the value of currencies in a number of countries to which the Company exports products and in which the Company maintains local operations. The strengthening of
the dollar increases the cost in the local currency of the products exported from the U.S. into these countries and, therefore, could negatively affect the Company’s international sales and margins. In addition, the U.S. dollar value of sales made in any affected foreign currencies will decline as the value of the dollar rises in relation to these other currencies.
The forecasted increase in estimated 2025 net farm income is not expected to have a meaningful positive impact on demand for irrigation equipment as the increase results primarily from government support payments while crop receipts are expected to be slightly lower compared to the prior year. Severe drought conditions are beginning to develop in certain parts of the Midwest which could provide a catalyst for incremental sales of replacement parts in the near term.
The most significant opportunities for growth in irrigation sales over the next several years continue to be in international markets where irrigation use is less developed and demand is driven not only by commodity prices and net farm income, but also by food security, water scarcity and population growth. While international irrigation markets remain active with opportunities for further development and expansion, regional political and economic factors, including armed conflict, currency conditions and other factors can create a challenging environment. Additionally, international results are influenced by large project sales which tend to fluctuate and can be difficult to forecast accurately. In the fourth quarter of fiscal 2024, the Company began shipment under a multi-year supply agreement to provide irrigation systems and remote management and scheduling technology for a large project in the Middle East and North Africa (MENA) region. The project is valued at over $100 million in revenue, with equipment deliveries expected to continue throughout fiscal 2025 and into the first quarter of fiscal 2026.
The infrastructure business continues to be driven by the Company's transportation safety products, the demand for which largely depends on government spending for road construction and improvements. The enactment of the Infrastructure Investment and Jobs Act ("IIJA") in November 2021 introduced $110 billion in incremental federal funding for roads, bridges, and other transportation projects, which the Company anticipates may support higher demand for its transportation safety products as states utilize these funds in construction projects. The federal programs under IIJA run through September 2026 with funding anticipated to extend up to two years beyond that date.
The backlog of unshipped orders at May 31, 2025 was $117.1 million compared with $205.9 million at May 31, 2024. Included in these backlogs are amounts of $12.3 million and $62.0 million, respectively, for orders that are not expected to be fulfilled within the subsequent 12 months. The decrease in backlog is primarily attributed to the completion of deliveries of the large irrigation project in the MENA region over the Company's past four fiscal quarters. The Company’s backlog can fluctuate from period to period due to the seasonality, cyclicality, timing and execution of contracts. Backlog typically represents long-term projects as well as short lead-time orders, and therefore is generally not a good indication of the next fiscal quarter’s revenues.
For the Three Months ended May 31, 2025 compared to the Three Months ended May 31, 2024
The following section presents an analysis of the Company’s operating results displayed in the condensed consolidated statements of earnings for the three months ended May 31, 2025 and 2024.
It should be read together with the business segments information in Note 14 to the condensed consolidated financial statements:
Three months ended
($ in thousands)
May 31,
2025
May 31,
2024
Percent
Change
Consolidated
Operating revenues
$
169,464
$
139,199
22%
Gross profit
$
53,622
$
46,497
15%
Gross margin
31.6
%
33.4
%
Operating expenses
(1)
$
29,829
$
26,561
12%
Operating income
$
23,793
$
19,936
19%
Operating margin
14.0
%
14.3
%
Other income (expense), net
$
1,921
$
237
711%
Income tax expense (benefit)
$
6,214
$
(206
)
n/a
Overall income tax rate
24.2
%
-1.0
%
Net earnings
$
19,500
$
20,379
(4%)
Irrigation Segment
Segment operating revenues
$
143,745
$
114,840
25%
Segment operating income
$
27,154
$
19,524
39%
Segment operating margin
18.9
%
17.0
%
Infrastructure Segment
Segment operating revenues
$
25,719
$
24,359
6%
Segment operating income
$
5,426
$
6,276
(14%)
Segment operating margin
21.1
%
25.8
%
(1)
Includes $8.8 million and $5.9 million of corporate operating expenses for the three months ended May 31, 2025 and 2024, respectively.
Revenues
Operating revenues for the three months ended May 31, 2025 increased 22 percent to $169.5 million from $139.2 million for the three months ended May 31, 2024, as irrigation revenues increased $28.9 million and infrastructure revenues increased $1.4 million compared to the prior year period. The irrigation segment provided 85 percent of the Company’s revenue during the three months ended May 31, 2025 as compared to 83 percent for the three months ended May 31, 2024.
North America irrigation revenues for the three months ended May 31, 2025 of $69.1 million increased $0.8 million, or 1 percent, from $68.2 million for the three months ended May 31, 2024. Unit sales volume of irrigation equipment was comparable to the prior year period, while average selling prices were up slightly. This increase was partially offset by the impact of slightly shorter machines, on average, compared to the prior year period.
International irrigation revenues for the three months ended May 31, 2025 of $74.7 million increased $28.1 million, or 60 percent, from $46.6 million for the three months ended May 31, 2024. The majority of the increase resulted from revenues related to the large project in the MENA region, along with higher sales volumes in Brazil and other parts of South America. These increases were partially offset by the unfavorable effects of foreign currency translation of approximately $2.5 million compared to the prior year period.
Infrastructure segment revenues for the three months ended May 31, 2025 of $25.7 million increased $1.4 million, or 6 percent, from $24.4 million for the three months ended May 31, 2024. The increase was primarily driven by higher sales volumes of road safety products while Road Zipper System sales and lease revenues were comparable to the prior year period.
Gross profit for the three months ended May 31, 2025 of $53.6 million increased 15 percent from $46.5 million for the three months ended May 31, 2024. The increase in gross profit resulted primarily from higher international irrigation revenues. Gross margin was 31.6 percent of sales for the three months ended May 31, 2025 compared with 33.4 percent of sales for the three months ended May 31, 2024. The decrease in gross margin was driven primarily by lower irrigation gross margin resulting from a higher percentage of international project revenue in the current year period that was dilutive to gross margin. Infrastructure gross margin declined slightly due to a less favorable margin mix of Road Zipper System revenues compared to the prior year period.
Operating Expenses
Operating expenses of $29.8 million for the three months ended May 31, 2025 increased $3.3 million, or 12 percent, compared with $26.6 million for the three months ended May 31, 2024. The increase was primarily driven by higher sales commissions and incentive compensation expense, partially offset by lower salary and wage expense compared to the prior year period.
Other Income (Expense), net
The Company recorded other income of $1.9 million and $0.2 million for the three months ended May 31, 2025 and 2024, respectively. The change resulted primarily from favorable changes in interest income and interest expense.
Income Taxes
The Company recorded income tax expense of $6.2 million and an income tax benefit $0.2 million for the three months ended May 31, 2025 and 2024, respectively. The effective income tax rate was 24.2 percent and -1.0 percent for the three months ended May 31, 2025 and 2024, respectively. The current year period effective tax rate reflects a higher proportion of earnings in low tax jurisdictions compared to the prior year period and includes a negligible impact of discrete items, while the prior year period effective rate includes a one-time discrete benefit of $4.8 million that did not repeat in the current year period.
For the Nine Months ended May 31, 2025 compared to the Nine Months ended May 31, 2024
The following section presents an analysis of the Company’s operating results displayed in the condensed consolidated statements of earnings for the nine months ended May 31, 2025 and 2024.
It should be read together with the business segments information in Note 14 to the condensed consolidated financial statements:
Nine months ended
($ in thousands)
May 31,
2025
May 31,
2024
Percent
Change
Consolidated
Operating revenues
$
522,809
$
452,076
16%
Gross profit
$
166,075
$
145,356
14%
Gross margin
31.8
%
32.2
%
Operating expenses
(1)
$
89,276
$
82,248
9%
Operating income
$
76,799
$
63,108
22%
Operating margin
14.7
%
14.0
%
Other income (expense), net
$
4,162
$
757
450%
Income tax expense
$
17,722
$
10,344
71%
Overall income tax rate
21.9
%
16.2
%
Net earnings
$
63,239
$
53,521
18%
Irrigation Segment
Segment operating revenues
$
438,971
$
388,026
13%
Segment operating income
$
79,266
$
70,480
12%
Segment operating margin
18.1
%
18.2
%
Infrastructure Segment
Segment operating revenues
$
83,838
$
64,050
31%
Segment operating income
$
22,806
$
13,401
70%
Segment operating margin
27.2
%
20.9
%
(1)
Includes $25.3 million and $20.8 million of corporate operating expenses for the nine months ended May 31, 2025 and 2024, respectively.
Revenues
Operating revenues for the nine months ended May 31, 2025 increased 16 percent to $522.8 million from $452.1 million for the nine months ended May 31, 2024, as irrigation revenues increased $50.9 million and infrastructure revenues increased $19.8 million. The irrigation segment provided 84 percent of the Company’s revenue during the nine months ended May 31, 2025 as compared to 86 percent for the nine months ended May 31, 2024.
North America irrigation revenues for the nine months ended May 31, 2025 of $223.8 million decreased $16.7 million, or 7 percent, from $240.5 million for the nine months ended May 31, 2024. The decrease resulted primarily from lower unit sales volume, as well as a less favorable mix of shorter machines, and slightly lower average selling prices compared to the prior year period.
International irrigation revenues for the nine months ended May 31, 2025 of $215.2 million increased $67.6 million, or 46 percent, from $147.6 million for the nine months ended May 31, 2024. The majority of the increase resulted from revenues related to shipments for a large project in the MENA region, along with higher sales volumes in Brazil and other parts of South America. The current year period was also impacted by the unfavorable effects of foreign currency translation of approximately $9.4 million compared to the prior year period.
Infrastructure segment revenues for the nine months ended May 31, 2025 of $83.8 million increased $19.8 million, or 31 percent, from $64.1 million for the nine months ended May 31, 2024. The increase was primarily driven by a large Road Zipper System project, valued at over $20 million, that was delivered in the current year period, and slightly higher sales volumes of road safety products. These increases were partially offset by lower leasing revenue in the current year period.
Gross profit for the nine months ended May 31, 2025 of $166.1 million increased 14 percent from $145.4 million for the nine months ended May 31, 2024. The increase in gross profit resulted from higher revenues in irrigation and infrastructure. Gross margin was 31.8 percent of sales for the nine months ended May 31, 2025 compared with 32.2 percent of sales for the nine months ended May 31, 2024. Increased gross margin in infrastructure resulted primarily from a more favorable margin mix of revenues with higher Road Zipper System sales. This favorable impact was partially offset by lower irrigation gross margin resulting primarily from a higher percentage of international project revenue that was dilutive to gross margin compared to the prior year period.
Operating Expenses
Operating expenses of $89.3 million for the nine months ended May 31, 2025 increased $7.0 million compared with $82.2 million for the nine months ended May 31, 2024. The increase was driven by higher sales commissions and incentive compensation expense, partially offset by lower salary and wage expense compared to the prior year period.
Other Income (Expense), net
The Company recorded other income of $4.2 million and $0.8 million for the nine months ended May 31, 2025 and 2024, respectively. The increase in the current year period was driven by favorable changes related to interest income and interest expense. The current year period also includes $0.2 million of foreign currency gains while the same prior year period includes $0.3 million of foreign currency losses.
Income Taxes
The Company recorded income tax expense of $17.7 million and $10.3 million for the nine months ended May 31, 2025 and 2024, respectively. The effective income tax rate was 21.9 percent and 16.2 percent for the nine months ended May 31, 2025 and 2024, respectively. The current year period effective tax rate reflects a higher proportion of earnings in low tax jurisdictions compared to the prior year period and includes a negligible impact of discrete items, while the prior year period effective rate includes discrete benefits totaling $6.1 million that did not repeat in the current year period.
The Company's cash, cash equivalents, and marketable securities totaled $210.8 million at May 31, 2025 compared with $152.7 million at May 31, 2024 and $190.9 million at August 31, 2024. The Company requires cash for financing its receivables and inventories, paying operating expenses and capital expenditures, and for dividends and share repurchases. The Company meets its liquidity needs and finances its capital expenditures from its available cash and funds provided by operations along with borrowings under its credit arrangements described below. The Company’s investments in marketable securities consist of investment grade corporate bonds and commercial paper. In the normal course of business, the Company enters into contracts and commitments which obligate the Company to make future payments. The Company does not have any additional off-balance sheet arrangements that have or are reasonably likely to have a material current or future effect on the Company’s financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources. The Company believes its current cash resources, investments in marketable securities, projected operating cash flow, and remaining capacity under its continuing bank lines of credit are sufficient to cover all its expected working capital needs, planned capital expenditures and dividends. The Company may require additional borrowings to fund potential acquisitions in the future.
The Company’s total cash and cash equivalents held by foreign subsidiaries were approximately $108.5 million, $62.9 million, and $84.3 million as of May 31, 2025, May 31, 2024, and August 31, 2024, respectively. The Company does not consider earnings in foreign subsidiaries to be permanently reinvested and accrues and pay incremental applicable taxes on earnings expected to be repatriated. The Company does not expect the repatriation of these funds, and any applicable taxes, to have a significant impact on the Company’s overall liquidity.
Net working capital was $397.0 million at May 31, 2025, as compared with $365.0 million at May 31, 2024 and $367.4 million at August 31, 2024. Cash provided by operating activities totaled $68.9 million during the nine months ended May 31, 2025, compared to cash provided by operating activities of $42.7 million during the nine months ended May 31, 2024. The current year period included higher net earnings and a more favorable impact of changes in working capital compared to the prior year period.
Cash flows used in investing activities totaled $48.4 million during the nine months ended May 31, 2025 compared to $32.4 million during the nine months ended May 31, 2024. The current year includes the purchase of a minority interest in Pessl Instruments for $5.8 million, while the prior year includes proceeds from maturities of marketable securities of $8.3 million. Purchases of property, plant, and equipment were $28.3 million, compared to $23.5 million in the same prior year period.
Cash flows used in financing activities totaled $14.4 million during the nine months ended May 31, 2025 compared to cash flows used in financing activities of $30.2 million during the nine months ended May 31, 2024. During the current year period, the Company repurchased $2.7 million of common stock compared to $17.9 million in the prior year period.
Capital Allocation Plan
The Company’s capital allocation plan is to continue investing in revenue and earnings growth, combined with a defined process for enhancing returns to stockholders. Under the Company’s capital allocation plan, the priorities for uses of cash include:
•
Investment in organic growth including capital expenditures and expansion of international markets,
•
Dividends to stockholders, along with expectations to increase dividends over time,
•
Synergistic acquisitions that provide attractive returns to stockholders, and
•
Opportunistic share repurchases taking into account cyclical and seasonal fluctuations.
Capital Expenditures
Capital expenditures for fiscal 2025 are expected to be between $35.0 million and $40.0 million, including equipment replacement, productivity improvements, new product development and commercial growth investments. The increase over recent levels of capital expenditures is primarily related to modernization and productivity improvements planned at certain manufacturing facilities. The Company’s management does maintain flexibility to modify the amount and timing of some of the planned expenditures in response to economic conditions.
In the third quarter of fiscal 2025, the Company paid a quarterly cash dividend to stockholders of $0.36 per common share, or $3.9 million, compared to a quarterly cash dividend of $0.35 per common share, or $3.8 million, in the third quarter of fiscal 2024.
Share Repurchases
The Company’s Board of Directors authorized a share repurchase program of up to $250.0 million of common stock with no expiration date. Under the program, shares may be repurchased in privately negotiated and/or open market transactions as well as under formalized trading plans in accordance with the guidelines specified under Rule 10b5-1 of the Securities Exchange Act of 1934, as amended. All purchases under the program are open market transactions.
During the three and nine months ended May 31, 2025, the Company repurchased approximately 11 thousand and 23 thousand shares, respectively, of its common stock under the program for $1.2 million and $2.7 million, respectively, inclusive of excise taxes. During both the three and nine months ended May 31, 2024, the Company repurchased approximately 154 thousand shares of its common stock under the program for $17.9 million. As of May 31, 2025, the repurchased shares were held as treasury stock and $38.8 million of the authorization remained available for future share repurchases.
Long-Term Borrowing Facilities
Senior Notes
.
The Company has outstanding $115.0 million in aggregate principal amount of Senior Notes, Series A (the “Senior Notes”). The entire principal of the Senior Notes is due and payable on February 19, 2030. Interest on the Senior Notes is payable semi-annually at a fixed annual rate of 3.82 percent. Borrowings under the Senior Notes are unsecured. The Company used the proceeds of the sale of the Senior Notes for general corporate purposes, including acquisitions and dividends.
Revolving Credit Facility
. The Company has outstanding a $50.0 million unsecured Amended and Restated Revolving Credit Facility (the “Revolving Credit Facility”) with Wells Fargo Bank, National Association (“Wells Fargo”) expiring August 26, 2026. The Company intends to use borrowings under the Revolving Credit Facility for working capital purposes and to fund acquisitions. At May 31, 2025 and 2024, the Company had no outstanding borrowings under the Revolving Credit Facility. The amount of borrowings available at any time under the Revolving Credit Facility is reduced by the amount of standby letters of credit issued by Wells Fargo then outstanding. At May 31, 2025, the Company had the ability to borrow up to $50.0 million under the Revolving Credit Facility. The Revolving Credit Facility may be increased by up to an additional $50.0 million at any time, subject to additional commitment approval. Borrowings under the Revolving Credit Facility bear interest at a variable rate equal to the Secured Overnight Financing Rate ("SOFR") plus a margin of between 100 and 210 basis points depending on the Company’s leverage ratio then in effect (which resulted in a variable rate of 5.70 percent at May 31, 2025), subject to adjustment as set forth in the loan documents for the Revolving Credit Facility. Interest is paid on a monthly to quarterly basis depending on loan type. The Company currently pays an annual commitment fee on the unused portion of the Revolving Credit Facility. The fee is between 0.125 percent and 0.2 percent on the unused balance depending on the Company’s leverage ratio then in effect (which resulted in a fee of 0.125 percent at May 31, 2025).
Borrowings under the Revolving Credit Facility have equal priority with borrowings under the Company’s Senior Notes. Each of the credit arrangements described above include certain covenants relating primarily to the Company’s financial condition. These financial covenants include a funded debt to EBITDA leverage ratio and an interest coverage ratio. In the event that the loan documents for the Revolving Credit Facility were to require the Company to comply with any financial covenant that is not already included or is more restrictive than what is already included in the arrangement governing the Senior Notes, then such covenant shall be deemed incorporated by reference for the benefit of holders of the Senior Notes. Upon the occurrence of any event of default of these covenants, including a change in control of the Company, all amounts outstanding thereunder may be declared to be immediately due and payable. At May 31, 2025 and 2024, the Company was in compliance with all financial loan covenants contained in its credit arrangements in place as of each of those dates.
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, 2024.
ITE
M 3 – Quantitative and Qualitative Disclosures About Market Risk
There have been no material changes from the Company’s quantitative and qualitative disclosures about market risk previously disclosed in the Company’s most recent Annual Report on Form 10-K. See discussion of the Company’s quantitative and qualitative disclosures about market risk under Part II, Item 7A in the Company’s Annual Report on Form 10-K for the fiscal year ended August 31, 2024.
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 May 31, 2025.
Changes in Internal Control over Financial Reporting
The CEO and CFO determined that there has not been any significant change to the Company’s internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) during the last fiscal quarter that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.
See the disclosure in Note 9 – Commitments and Contingencies to the condensed consolidated financial statements set forth in Part I, Item 1 of this Quarterly Report on Form 10-Q, which disclosure is hereby incorporated herein by reference.
ITEM 1A –
R
isk Factors
There have been no material changes from risk factors previously disclosed in the Company’s most recent Annual Report on Form 10-K. See the discussions of the Company’s risk factors under Part I, Item 1A in the Company’s Annual Report on Form 10-K for the fiscal year ended August 31, 2024.
ITEM 2 –
Unregistered Sales of Equ
ity Securities and Use of Proceeds
The table below sets forth information with respect to purchases of the Company’s common stock made by or on behalf of the Company during the three months ended May 31, 2025:
ISSUER PURCHASES OF EQUITY SECURITIES
Period
Total Number of Shares Purchased
Average Price Paid Per Share
Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs
Approximate Dollar Value of Shares That May Yet Be Purchased Under the Plans or Programs
(1)
($ in thousands)
March 1, 2025 to March 31, 2025
—
$
—
—
$
40,018
April 1, 2025 to April 30, 2025
10,616
$
116.42
10,616
$
38,782
May 1, 2025 to May 31, 2025
—
$
—
—
$
38,782
Total
10,616
$
116.42
10,616
$
38,782
(1)
On January 3, 2014, the Company announced that its Board of Directors authorized the Company to repurchase up to $150.0 million of common stock through January 2, 2016. On July 22, 2015, the Company announced that its Board of Directors increased its outstanding share repurchase authorization by $100.0 million with no expiration. Under the program, shares may be repurchased in privately negotiated and/or open market transactions as well as under formalized trading plans in accordance with the guidelines specified under Rule 10b5-1 of the Securities Exchange Act of 1934, as amended.
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized on this 26th day of June 2025.
LINDSAY CORPORATION
By:
/s/ BRIAN L. KETCHAM
Name:
Brian L. Ketcham
Title:
Senior Vice President and Chief Financial Officer
(on behalf of the registrant and as principal financial officer)
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