2024 ANNUAL REPORT
Customer-first innovation. Proven resiliency. Global execution.
Lindsay 2024 Annual Report 4
(Dollars in millions, except per share amounts)
2024
2023
2022
OPERATING RESULTS
Operating revenues
607.1
674.1
770.7
Operating income
76.6
102.2
94.6
Net earnings
66.3
72.4
65.5
Effective tax rate
16.2%
27.9%
25.5%
Diluted earnings per share
6.01
6.54
5.94
Cash dividends per share
1.41
1.37
1.33
FINANCIAL POSITION
Working capital
367.4
351.4
316.2
Total assets
760.2
745.7
710.7
Long-term debt, including current installments
115.2
115.4
115.6
Total shareholders’ equity
480.9
455.7
393.4
Invested capital1
596.1
571.0
508.9
FINANCIAL MEASURES
Gross margin
31.5%
31.6%
25.8%
Operating margin
12.6%
15.2%
12.3%
Return on invested capital2
11.0%
13.6%
14.6%
Return on beginning shareholders’ equity3
14.5%
18.4%
19.3%
OTHER DATA
Diluted weighted average shares
11,017
11,062
11,031
Number of employees
1,280
1,209
1,262
1 Defined as current and long-term debt plus shareholders’ equity.
2 Defined as operating income after-tax (using effective tax rate) divided by the average of beginning and ending invested capital.
3 Defined as net earnings divided by beginning of period shareholders’ equity.
Financial and Operating Highlights
REVENUE
OPERATING INCOME
DILUTED EARNINGS PER SHARE
2022
2023
2024
607.1
674.1
770.7
2022
2023
2024
76.6
102.2
94.6
2022
2023
2024
6.01
6.54
5.94
To Our Shareholders and Stakeholders
Fiscal 2024 marked a year of important milestones and meaningful achievements for
Lindsay, one where the Company’s steady execution and commitment to operating
performance helped to overcome weaker agriculture fundamentals that impacted
our Irrigation business. In the face of a challenging market environment, our team
executed extremely well, both operationally and strategically, helping position
Lindsay for continued success and growth.
This year we announced a multi-year supply
agreement in the Middle East and North Africa
(MENA) region. The project, valued at more than
$100 million, is the largest in Lindsay’s history
and further demonstrates our ability to compete
and execute large-scale and complex irrigation
projects that directly address the critical needs
of our customers.
Despite cyclically softer demand that resulted
from declining net farm income and cautious
farmer sentiment in both North and Latin
America, we have many reasons to be highly
optimistic as we look to fiscal 2025 and beyond.
Our long-term global demand outlook is stable
and growing, with constructive multi-year
fundamentals and line of sight to project
opportunities that support food security and
water conservation.
I want to express my gratitude to our shareholders,
customers, dealers, partners, and employees
worldwide for their continued belief in our
abilities and support. Together, I am confident
Lindsay will continue to innovate and deliver
profitable growth in the coming years. Thank
you for your continued trust and partnership.
Respectfully,
Randy Wood
Lindsay 2024 Annual Report 1
2 Lindsay 2024 Annual Report
A Commitment to Expanding
Technology and Driving Innovation
Our success is measured by the advancements
of our Irrigation and Infrastructure innovations,
and in fiscal 2024, we made significant progress.
In our Irrigation segment, Lindsay delivered
improvements to its award winning FieldNET
Advisor precision irrigation management
system. With additional data now made
available through these enhancements,
including whole farm visibility and management,
growers have an even more powerful tool in
their hands to help reduce input costs, conserve
valuable resources and apply the precise
amount of water needed for a healthier crop
and yield maximization.
Lindsay is fully committed to providing intelligent solutions and market-leading integrated
technologies that enable global populations to grow safely and sustainably. To drive
our vision forward, we appointed Brian Klawinski (pictured above left) as our Senior
Vice President, Technology and Innovation. In this role, Brian will be responsible for
accelerating growth and value creation across Lindsay’s portfolio of technology solutions.
During the year we also announced an
agreement to acquire a minority interest in
Pessl Instruments, expanding our existing
strategic partnership. Pessl is a leading global
provider of advanced agricultural technology
solutions under the METOS® brand, representing
a strategic fit within our existing offerings and
technological capabilities. This investment will
accelerate our integrated innovations in water
management, increasing Lindsay’s global reach,
while providing new, valued solutions necessary
to conserve natural resources and expand
potential for growers globally.
Lindsay 2024 Annual Report 3
FieldNET Advisor Enhancements
In our Infrastructure segment, we recently
installed our first TAU-XR Xpress Repair Crash
Cushion, representing the latest innovation
in our lineup of crash cushion systems. This
new innovative crash cushion is designed and
differentiated by its ability to provide robust
protection yet can be installed and repaired
when impacted in under 30 minutes. The
TAU-XR system reflects our unwavering
commitment to advancing technologies that
safeguard lives and improve roadway efficiency.
As our diverse end markets evolve, we will
continue enhancing our approach through
customer-first innovation, new product
development and introduction, and ongoing
improvements across these critical areas of
our business.
Easy enrollment for the whole operation and customized recommendations to
grower management preferences
Satellite imagery estimates crop water usage providing up-to-date data that
automatically tracks how conditions change through the growing season; wind,
hail, disease, and other factors are all accounted for
Manage the whole farm at a glance, including crop canopy development, crop
water use, weather, and irrigation recommendations
More easily review data and execute irrigation decisions on a mobile device
Simplified, whole-farm pricing with only one subscription to manage
Connect your on-farm Pessl weather station to FieldNET and incorporate local
weather data into your irrigation recommendations
TAU-XR Xpress Repair Crash Cushion
4 Lindsay 2024 Annual Report
Investing for the Future
At Lindsay, our purpose is clear, to provide powerful irrigation and infrastructure
solutions that conserve natural resources, expand our world’s potential and enhance
the quality of life for people around the world. The solutions we provide serve as an
opportunity to expand our world’s potential today and for generations to come. We
have the capabilities, experience and expertise to continue delivering on this purpose.
We pursue growth through increased
operational efficiency and disciplined resource
allocation. This fiscal year we were extremely
proud to announce the investment of more than
$50 million at our largest global manufacturing
facility in Lindsay, Nebraska. This investment,
which marks the largest in our company’s
history, will create additional value for our
customers, employees and other stakeholders
in the years to come. The results of this strategic
investment will allow us to improve operating
efficiency, enhance overall product quality
through better monitoring and adjustment of
production systems, meaningfully increase our
adaptability and responsiveness to cyclical
market needs, address labor availability
challenges and achieve best-in-class
performance and service. This significant
investment will continue into fiscal 2025 as
we look forward to advancing our operational
excellence and sharing the results of this
historic investment.
$50M
AT OUR LARGEST GLOBAL MANUFACTURING
FACILITY IN LINDSAY, NEBRASKA
INVESTMENT
Lindsay 2024 Annual Report 5
Prioritizing Our People
In fiscal 2024, Lindsay continued to prioritize its global team of employees,
committing to employee engagement and solidifying ourselves as an employer
of choice. In an effort to engage with employees around the world, we hosted two
global employee meetings from our facilities in Türkiye and South Africa.
Additionally, in South Africa, we launched
“One Lindsay Voices,” an initiative that provides
employees a structured program and dedicated
time for round-table discussions with members
of the senior leadership team, where ongoing
action items are raised, assigned and actioned.
Then, in the critically important area of safety,
Lindsay reported a 34 percent year over year
decrease in our company’s total recordable
incident rate. This is a significant achievement
and a testament to our employees working for
and succeeding with one another. Additionally,
we were also very proud to be voted as a
Great Place to Work in Brazil for the second year
in a row, reflective of our commitment to being a
best-in-class employer in this key growth region.
As we enter fiscal 2025, we remain committed
to prioritizing and fostering our people.
34%
IN OUR COMPANY’S TOTAL RECORDABLE
INCIDENT RATE
YEAR OVER YEAR
DECREASE
6 Lindsay 2024 Annual Report
Creating Shared Value
Total revenues for fiscal 2024 totaled $607.1 million, compared to $674.1 million
in fiscal year 2023. For the fiscal year, Irrigation revenues declined 12 percent on
a year-over-year basis, while Infrastructure revenues increased 6 percent versus
the prior year.
Our performance comparisons on a year-over-year
basis are largely attributable to the global macro-
driven market conditions, with weaker global
agricultural fundamentals and unique market
dynamics in Brazil which impacted our
international Irrigation business, partially offset by
increasing strength in our Infrastructure business.
Our infrastructure business this year, specifically
the Road Zipper, delivered an increase in leasing
revenues, which is accretive to our overall margin
profile. Over the past three years, our leasing
revenues have grown by 96 percent. This growth
in Road Zipper leasing helps diversify our revenue
base while supporting our overall operating
income performance as these revenues raise
the margin profile of the overall business.
We finished the year with available liquidity of
$240.9 million, which includes $190.9 million
in cash and cash equivalents and $50 million of
undrawn borrowing capacity on our revolving
credit facility. Our operating performance for
the year, along with diligent working capital
management, resulted in free cash flow of
$66.8 million, or 101 percent of net earnings.
Our board of directors increased the quarterly
stock dividend by 3 percent and executed
$22.5 million in opportunistic share repurchases,
bringing a total of $38.0 million returned to
shareholders in fiscal 2024. Our demonstrated
cash flow generation further strengthens our
balance sheet and positions us well to continue
executing on our capital allocation priorities of
balancing organic and inorganic investments,
along with returning capital to our shareholders.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(MARK ONE)
☒
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended August 31, 2024
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
(I.R.S. Employer
incorporation or organization)
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 if the registrant is a well-known seasoned issuer, (as defined in Rule 405 of the Securities Act).
Yes ☒
No ☐
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act.
Yes ☐No ☒
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such
reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes ☒No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted
pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that
the registrant was required to submit such files).
Yes ☒No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller
reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller
reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act:
Large accelerated filer
☒
Accelerated filer
☐
Non-accelerated filer
☐
Smaller reporting company
☐
Emerging growth company
☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for
complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the
effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b))
by the registered public accounting firm that prepared or issued its audit report.
Yes ☒No ☐
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the
registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-
based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to
§240.10D-1(b). ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐No ☒
The aggregate market value of Common Stock of the registrant, all of which is voting, held by non-affiliates based on the closing
sales price on the New York Stock Exchange, Inc. on February 29, 2024 was $1,316,976,710.
As of October 21, 2024, 10,846,482 shares of the registrant’s Common Stock were outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Proxy Statement pertaining to the Registrant’s annual stockholders' meeting to be held on January 8, 2025 are
incorporated by reference into Part III of this Annual Report on Form 10-K.
3
TABLE OF CONTENTS
Page(s)
Part I
Item 1.
Business........................................................................................................................
4
Item 1A.
Risk Factors..................................................................................................................
13
Item 1B.
Unresolved Staff Comments .........................................................................................
17
Item 1C.
Cybersecurity................................................................................................................
17
Item 2.
Properties.....................................................................................................................
19
Item 3.
Legal Proceedings........................................................................................................
19
Item 4.
Mine Safety Disclosures...............................................................................................
19
Part II
Item 5.
Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer
Purchases of Equity Securities ...........................................................................
20
Item 6.
[Reserved] ....................................................................................................................
21
Item 7.
Management’s Discussion and Analysis of Financial Condition and Results of
Operations ..........................................................................................................
22
Item 7A.
Quantitative and Qualitative Disclosures about Market Risk......................................
29
Item 8.
Financial Statements and Supplementary Data...........................................................
30
Item 9.
Changes in and Disagreements with Accountants on Accounting and Financial
Disclosure...........................................................................................................
63
Item 9A.
Controls and Procedures..............................................................................................
63
Item 9B.
Other Information.........................................................................................................
65
Item 9C.
Disclosure Regarding Foreign Jurisdictions that Prevent Inspections .......................
65
Part III
Item 10.
Directors, Executive Officers and Corporate Governance..........................................
66
Item 11.
Executive Compensation ..............................................................................................
66
Item 12.
Security Ownership of Certain Beneficial Owners and Management and Related
Stockholder Matters............................................................................................
66
Item 13.
Certain Relationships and Related Transactions, and Director Independence...........
67
Item 14.
Principal Accounting Fees and Services......................................................................
67
Part IV
Item 15.
Exhibits and Financial Statement Schedules................................................................
68
Item 16.
Form 10-K Summary....................................................................................................
71
SIGNATURES
72
4
PART I
ITEM 1 — Business
INTRODUCTION
Lindsay Corporation, along with its subsidiaries (collectively called “Lindsay” or the “Company”), is a global leader
in providing a variety of proprietary water management and road infrastructure products and services. The Company
has been involved in the manufacture and distribution of agricultural irrigation equipment since 1955 and has grown
from a regional company to an international firm with worldwide sales, distribution and manufacturing operations.
Lindsay, a Delaware corporation, maintains its corporate offices in Omaha, Nebraska. The Company has operations
which are categorized into two reporting segments, Irrigation and Infrastructure.
Irrigation Segment – The Company’s irrigation segment includes the manufacture and marketing of center pivot,
lateral move, and hose reel irrigation systems which are used principally in the agricultural industry to increase or
stabilize crop production while conserving water, energy and labor. The irrigation segment also manufactures and
markets repair and replacement parts for its irrigation systems and controls and large diameter steel tubing. The
Company continues to strengthen irrigation product offerings through innovative technology such as Global
Positioning System (“GPS”) positioning and guidance, variable rate irrigation, wireless irrigation management,
irrigation scheduling, Industrial Internet of Things (“IIOT”) technology solutions and mobile device applications. The
Company’s primary domestic irrigation manufacturing facilities are located in Lindsay, Nebraska; Olathe, Kansas;
and Norfolk, Nebraska. Internationally, the Company has commercial and production operations in Brazil, France,
China, Türkiye (formerly Turkey), and South Africa, as well as distribution and sales operations in the Netherlands,
Egypt, Australia, and New Zealand. The Company also exports equipment from the U.S. and its global production
facilities to other international markets.
Infrastructure Segment – The Company’s infrastructure segment includes the manufacture and marketing of
moveable barriers, specialty barriers and crash cushions, road marking and road safety equipment, and railroad signals
and structures. The infrastructure segment also offers technology to monitor critical safety infrastructure on roadways.
The principal infrastructure manufacturing facilities are located in Rio Vista, California; Milan, Italy; and Lindsay,
Nebraska.
PRODUCTS BY SEGMENT
IRRIGATION SEGMENT
Products - The Company manufactures and markets its center pivot, lateral move irrigation systems, and irrigation
controls in the U.S. and internationally under its Zimmatic® brand. The Company also manufactures and markets hose
reel travelers under the Perrot™brand. The Company also produces or markets chemical injection systems, variable
rate irrigation systems, flow meters, weather stations, soil moisture sensors, and remote monitoring and control
systems. In addition to whole systems, the Company manufactures and markets repair and replacement parts for its
irrigation systems and controls and large diameter steel tubing. Furthermore, the Company designs and manufactures
innovative IIOT technology solutions, data acquisition and management systems, and custom electronic equipment
for critical applications under its Elecsys™brand.
The Company’s irrigation systems are primarily of the standard center pivot type, with a small portion of its products
consisting of the lateral move type. Both are automatic move systems consisting of sprinklers mounted on a water
carrying pipeline which is supported approximately 11 feet off the ground by a truss system suspended between
moving towers.
A standard center pivot in the U.S. is typically seven spans and approximately 1,300 feet long and is designed to circle
within a quarter-section of land, which comprises 160 acres, wherein it irrigates approximately 125 to 130 acres. A
center pivot or lateral move system can also be custom designed and can irrigate from 25 to 600+ acres.
A center pivot system represents a significant investment to a farmer. In a dry land conversion to center pivot
irrigation, approximately one-half of the investment is for the pivot itself, and the remainder is attributable to
installation of additional equipment such as wells, pumps, underground water pipes, electrical supply, and a concrete
pad upon which the pivot is anchored. The Company’s center pivot and lateral move irrigation systems can be
enhanced with a family of integrated proprietary products such as GPS monitoring and other automated controls.
5
The Company also manufactures and distributes hose reel travelers. Hose reel travelers are typically deployed in
smaller or irregular fields and usually are easy to operate, easy to move from field to field, and a smaller investment
than a center pivot.
The Company also markets proprietary remote monitoring and automation technology that works on any brand of
electronic pivot and drip irrigation systems and is sold on a subscription basis under the brand names FieldNET® and
FieldWise®. FieldNET® is commercialized exclusively through Zimmatic® dealers while FieldWise® is used primarily
by non-Zimmatic® dealers and customers. These technologies enable growers to remotely monitor and operate
irrigation equipment, saving time, and reducing water and energy consumption. The technology uses cellular or radio
frequency communication systems to remotely acquire data relating to various conditions in an irrigated field,
including operational status of the irrigation system, position of the irrigation system, water usage, weather and soil
conditions, and similar data. It can also remotely control the irrigation system, altering the speed to vary water
application amounts, and controlling pump station and diesel generator operation. Data management and control is
achieved using applications running on various personal computer or mobile devices connected to the internet.
The Company also markets patented technology under the FieldNET Advisor® product name which delivers
information that helps farmers decide precisely when, where and how much to irrigate. This technology combines
crop and irrigation science and expertise accumulated since 1955 with FieldNET’s cloud computing capabilities,
remote sensing functionality and machine learning to provide farmers with field-specific and crop-specific irrigation
recommendations.
Other Types of Irrigation – Center pivot and lateral move irrigation systems compete with three other types of
irrigation: flood, drip, and other mechanical devices such as hose reel travelers and solid set sprinklers. The majority
of worldwide irrigation is accomplished by traditional flood irrigation. Flood irrigation is accomplished by either
flooding an entire field, or by providing a water source (ditches or a pipe) along the side of a field, which is planed
and slopes slightly away from the water source. The water is released to the crop rows through gates in the ditch or
pipe, or through siphon tubes arching over the ditch wall into some of the crop rows. It runs down through the crop
row until it reaches the far end of the row, at which time the water source is moved and another set of rows are flooded.
Disadvantages or limitations of flood irrigation include that it cannot be used to irrigate uneven, hilly, or rolling terrain,
it can be wasteful or inefficient and coverage can become inconsistently applied. In “drip” or “low flow” irrigation,
perforated plastic pipe or tape is installed on the ground or buried underground at the root level. Several other types
of mechanical devices, such as hose reel travelers, irrigate the remaining irrigated acres.
Center pivot, lateral move, and hose reel traveler irrigation offer significant advantages when compared with other
types of irrigation. It requires less labor and monitoring; can be used on sandy ground, which, due to poor water
retention ability, must have water applied frequently; can be used on uneven ground, thereby allowing previously
unsuitable land to be brought into production; can be used for the application of fertilizers, insecticides, herbicides, or
other chemicals (termed “fertigation” or “chemigation”); and conserves water and chemicals through precise control
of the amount and timing of the application.
Markets – Water is an essential and critical requirement for crop production, and the extent, regularity, and frequency
of water application can be a critical factor in crop quality and yield. The fundamental factors which govern the
demand for center pivot and lateral move systems are essentially the same in both the U.S. and international markets.
Demand for center pivot and lateral move systems is determined by whether the value of the increased crop production
and cost savings attributable to center pivot or lateral move irrigation exceeds any increased costs associated with
purchasing, installing, and operating the equipment. Thus, the decision to purchase a center pivot or lateral move
system, in part, reflects the profitability of agricultural production, which is determined primarily by the prices of
agricultural commodities and the costs of other farming inputs. In new or developing international markets, demand
for irrigation systems can also be driven by food security concerns and the desire of some countries to become more
self-sufficient in food production.
The current demand for center pivot systems has three sources: conversion to center pivot systems from less water-
efficient, more labor-intensive types of irrigation; replacement of older center pivot systems, which are beyond their
useful lives or are technologically obsolete; and conversion of dry land farming to irrigated farming. Demand for
center pivots and lateral move irrigation equipment also depends upon the need for the particular operational
characteristics and advantages of such systems in relation to alternative types of irrigation, primarily flood. More
efficient use of the basic natural resources of land, water, and energy helps drive demand for center pivot and lateral
move irrigation equipment. An increasing global population not only increases demand for agricultural output, but
also places additional and competing demands on land, water, and energy. The Company expects demand for center
6
pivots and lateral move systems to continue to increase relative to other irrigation methods because center pivot and
lateral move systems are preferred where the soil is sandy; the terrain is not flat; the land area to be irrigated is sizeable;
there is a shortage of reliable labor; water supply is restricted and conservation is preferred or critical; and/or
fertigation or chemigation will be utilized.
United States Market – In the United States, the Company sells its branded irrigation systems, including Zimmatic®,
to over 200 independent dealers, who resell to their customer, the farmer.
Dealers assess their customers’
requirements, design the most efficient solution, assemble and erect the system in the field, and provide additional
system components, primarily relating to water supply (wells, pumps, pipes) and electrical supply (on-site generation
or hook-up to power lines). Lindsay dealers generally are established local agribusinesses, many of which also deal
in related products, such as well drilling and water pump equipment, farm implements, grain handling and storage
systems, and farm structures.
International Market – The Company sells center pivot and lateral move irrigation systems throughout the world.
International sales accounted for approximately 41 percent and 47 percent of the Company’s total irrigation segment
revenues in fiscal year 2024 and 2023, respectively. The Company sells direct to consumers, as well as through an
international dealer network, and has production and sales operations serving the key markets in South America,
Western and Eastern Europe, China, Africa, Middle East, Australia, and New Zealand. The Company also exports
irrigation equipment from its global production facilities to other international markets.
The Company’s industry position is such that it believes that it will likely be considered as a potential supplier for
most large international agricultural development projects utilizing center pivot or lateral move irrigation systems.
Competition – Four manufacturers control a substantial majority of the U.S. center pivot irrigation system market.
The international irrigation market includes participation and competition by the leading U.S. manufacturers, as well
as various regional manufacturers. The Company competes by continuously improving its products through ongoing
research and development activities, channel improvement initiatives, and its operational strategies. The Company
continues to strengthen irrigation product offerings through innovative technology such as GPS positioning and
guidance, variable rate irrigation, wireless irrigation management, and mobile device applications, as well as through
the acquisition of products and services that allow the Company to provide a more comprehensive solution to growers’
needs.
Competition also occurs in areas of price and seasonal programs, product quality, durability, controls, product
characteristics, retention and reputation of local dealers, customer service, and, at certain times of the year, the
availability of systems and their delivery time. On balance, the Company believes it competes favorably with respect
to these factors.
INFRASTRUCTURE SEGMENT
Products – The Company’s Quickchange® Moveable Barrier™system, commonly known as the Road Zipper System®,
is composed of three parts: 1) T-shaped concrete and steel barriers that are connected to form a continuous wall; 2) a
Barrier Transfer Machine™(“BTM™”) capable of moving the barrier laterally across the pavement; and 3) the variable
length barriers necessary for accommodating curves. A barrier element is approximately 32 inches high, 12-24 inches
wide, 3 feet long, and weighs 1,500 pounds. The barrier elements are interconnected by heavy duty steel hinges to
form a continuous barrier. The BTM™employs an inverted S-shaped conveyor mechanism that lifts the barrier, moves
it laterally to the opposite side of the road, and sets it back down on the roadway surface.
In permanent applications, the Road Zipper System®increases capacity and reduces congestion by varying the number
of directional traffic lanes to match the traffic demand and promotes safety by maintaining the physical separation of
opposing lanes of traffic. Roadways with fixed medians have a set number of lanes in each direction and cannot be
adjusted to traffic demands that may change over the course of a day, or to capacity reductions caused by traffic
incidents or road repair and maintenance. Applications include high-volume highways where expansion may not be
feasible due to lack of additional right-of-way, environmental concerns, or insufficient funding. The Road Zipper
System® is particularly useful in busy commuter corridors and at choke points such as bridges and tunnels. Road
Zipper Systems® can also be deployed at roadway or roadside construction sites to accelerate construction, improve
traffic flow, and safeguard work crews, motorists, pedestrians, cyclists and others using the roadway by positively
separating the work area and traffic. Examples of types of work completed with the help of a Road Zipper System®
include highway reconstruction, paving and resurfacing, road widening, median and shoulder construction, and repairs
to tunnels and bridges.
The Company offers a variety of equipment lease options for Road Zipper Systems® and BTM™equipment used in
construction applications. The leases extend for periods of one month or more for equipment already existing in the
Company’s lease fleet. Longer lease periods may be required for specialty equipment that must be built for specific
projects.
7
Crash Cushions – The Company offers a complete line of redirective and non-redirective crash cushions which are
used to enhance highway safety at locations such as toll booths, freeway off-ramps, medians and roadside barrier ends,
bridge supports, utility poles, and other fixed roadway hazards. The Company’s primary crash cushion products cover
a variety of lengths, widths, speed capacities, and application accessories and include the following brand names:
TAU®; Universal TAU-II®; TAU-II-R™; TAU-B_NR™; ABSORB 350®; Walt™; TAU-M™; ABSORB-M™; TAU-XR™;
and TAU-TUBE™. The crash cushions compete with other vendors in the world market. These systems are generally
sold through a distribution channel that is domiciled in particular geographic areas.
Specialty Barriers – The Company also offers specialty barrier products such as the SAB™, ArmorGuard™,
PaveGuard™, and DR46™portable barrier and/or barrier gate systems. These products offer portability and flexibility
in setting up and modifying barriers in work areas and provide quick-opening, high-containment gates for use in
median or roadside barriers. The gates are generally used to create openings in barrier walls of various types for both
construction and incident management purposes. The DR46™is an energy-absorbing barrier that can help protect
motorcyclists from impacting guardrail posts, which is an area of focus by departments of transportation and
government regulators for reducing the amount and severity of injuries.
Road Marking and Road Safety Equipment – The Company also offers preformed tape and a line of road safety
accessory products. The preformed tape is used primarily in temporary applications such as markings for work zones,
street crossings, and road center lines or boundaries. The road safety equipment consists of mostly plastic and rubber
products used for delineation, slowing traffic, and signaling. The Company also manages an ISO 17025 certified
testing laboratory that performs full-scale impact testing of highway safety products in accordance with the National
Cooperative Highway Research Program (“NCHRP”) Report 350, the Manual for Assessing Safety Hardware
(“MASH”), and the European Norms (“EN1317 Norms”) for these types of products. The NCHRP Report 350 and
MASH guidelines are procedures required by the U.S. Department of Transportation Federal Highway Administration
(“FHWA”) for the safety performance evaluation of highway features. The EN1317 Norms are being used to qualify
roadway safety products for the European markets.
Rail Products – The Company also designs, engineers and manufactures a line of products for the railroad industry.
These products are designed to meet industry standards and include signals and lights, structures, foundations, junction
boxes and signs.
Markets – The Company’s primary infrastructure market includes moveable concrete barriers, delineation systems,
crash cushions, and similar protective equipment. The U.S. roadway infrastructure market includes projects such as
new roadway construction, bridges, tunnels, maintenance and resurfacing, and development of technologies for relief
of roadway congestion. Much of the U.S. highway infrastructure market is driven by government (federal and state)
spending programs. For example, the U.S. government funds highway and road improvements through the Federal
Highway Trust Fund Program. This program provides funding to improve the nation’s roadway system. Matching
funding from the various states may be required as a condition of federal funding. In the long term, the Company
believes that the federal program provides a solid platform for growth in the U.S. market, as it is generally
acknowledged that additional funding will be required for infrastructure development and maintenance in the future.
The global market for the Company’s infrastructure products continues to be driven by population growth and the
need for improved road safety. The international market differs from country to country. The standardization in
performance requirements and acceptance criteria for highway safety devices adopted by the European Committee for
Standardization has lead to greater uniformity and a larger installation program. Prevention programs put in place in
various countries to lower highway traffic fatalities has also lead to greater demand.
The Company distributes
infrastructure products in Europe, South America, the Middle East, Australia and Asia. The Company expects to
continue expanding in international markets as populations grow and markets become more established.
Competition – The Company competes in certain product lines with several manufacturers. The Company competes
by striving to continuously improve its products through ongoing research and development activities. The Company
competes with certain products and companies in its crash cushion business, but has limited competition in its
moveable barrier line.
However, the Company’s barrier product does compete with traditional “safety-shaped”
concrete barriers and other safety barriers.
Distribution Methods and Channels – The Company has dedicated production and sales operations in the United
States, Italy and the Netherlands.
Sales efforts consist of both direct sales and sales programs managed by the
Company’s network of distributors and third-party representatives. The sales teams have responsibility for new
business development and assisting distributors and dealers in soliciting large projects and new customers. The
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distributor traditionally has exclusive territories and is responsible for developing sales and providing service,
including product maintenance, repair, and installation. The typical distributor sells an array of safety supplies, road
signs, crash cushions, delineation equipment, and other highway products. Customers include departments of
transportation, municipal transportation road agencies, roadway contractors, subcontractors, distributors, and resellers.
Due to the project nature of the roadway construction and congestion management markets, the Company’s customer
base changes from year to year. Due to the limited life of projects, it is rare that a single customer will account for a
significant amount of revenues in consecutive years. The customer base also varies depending on the type of product
sold. The Company’s moveable barrier products are typically sold to transportation agencies or the contractors or
suppliers serving those agencies. In contrast, distributors account for a majority of crash cushion sales since those
products have lower price points and tend to have shorter lead times.
GENERAL
Certain information generally applicable to both of the Company’s reportable segments is set forth below.
SEASONALITY
Irrigation equipment sales are seasonal by nature. Farmers generally order systems to be delivered and installed before
the growing season. Shipments to customers located in Northern Hemisphere countries usually peak during the
Company’s second and third fiscal quarters for the spring planting period.
Sales of infrastructure products are
traditionally higher during prime road construction seasons and lower in the winter. The primary construction season
for Northern Hemisphere countries generally corresponds with the Company’s third and fourth fiscal quarters.
CUSTOMERS
The Company is not dependent upon a single customer or upon a limited number of customers for a material part of
either segment’s business. The loss of any one customer would not have a material adverse effect on the Company’s
financial condition, results of operations, or cash flow.
ORDER BACKLOG
As of August 31, 2024, the Company had an order backlog of $180.9 million compared with $78.7 million at August
31, 2023. 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; therefore, it
is generally not a good indication of the revenues to be realized in succeeding quarters.
RAW MATERIALS AND COMPONENTS
Raw materials used by the Company include coil steel, angle steel, plate steel, zinc, tires, gearboxes, concrete, rebar,
fasteners, and electrical and hydraulic components (motors, switches, cable, valves, hose, and stators). While the
Company has, on occasion, faced shortages of certain such materials, the Company believes it currently has ready
access from assorted domestic and foreign suppliers to adequate supplies of raw materials and components.
CAPITAL EXPENDITURES
Capital expenditures for fiscal 2024, 2023, and 2022 were $29.0 million, $18.8 million, and $15.6 million,
respectively. Capital expenditures for fiscal 2025 are expected to range from approximately $50 million to $55
million, including equipment replacement, productivity improvements, new product development and commercial
growth investments. An increase over recent levels of capital expenditures relates 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.
PATENTS, TRADEMARKS, AND LICENSES
The Company relies on a variety of intellectual property laws, confidentiality procedures, and contractual provisions
to protect its proprietary offerings and its brand.
The Company owns and, from time to time, licenses patents for many of its irrigation and infrastructure solutions, as
well as cellular communication techniques, cathodic protection measurement methods, and data compression and
transmission. The Company follows a policy of applying for patents on all significant patentable inventions in markets
deemed appropriate.
Although the Company believes it is important to follow a patent protection policy, the
Company's business is not dependent, to any material extent, on any single patent or group of patents.
The Company’s Zimmatic®, Perrot™, Road Zipper®, The Road Zipper System®, Quickchange® Moveable Barrier™,
ABSORB 350®, ABSORB-M™, FieldNET®, FieldNET Advisor®, FieldNET Crop Advisor®, FieldNET Irrigation
Advisor®, FieldNET VRI Advisor®, FieldNET Weather Advisor®, WatertrendSM, FieldWise®, Greenfield®,
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GrowSmart® Z-TRAX®, TAU®, Universal TAU-II®, TAU-II-R™, TAU-B_NR™, TAU-M™, TAU-TUBE™, TAU-XR™,
CableGuard™, TESI™, SAB™, ArmorGuard™, PaveGuard™, DR46™, U-MAD™, Sabertooth®, RoadConnect™,
ImpactAlert™, and other trademarks, service marks, domain names, and copyrights are registered or applied for in the
major markets in which the Company sells its products.
HUMAN CAPITAL RESOURCES
The Company and its wholly-owned subsidiaries have 1,280 employees as of August 31, 2024.
None of the
Company’s United States based employees are represented by a union. Certain of the Company’s non-U.S. employees
are unionized due to local governmental regulations. Maintaining a sufficient number of skilled employees at its
various manufacturing sites is a key focus of the Company’s human capital efforts. The Company believes it maintains
a sufficient number of skilled employees by offering competitive wages, benefits and training and development
programs.
We believe our commitment to empowering and developing our human capital resources is essential to becoming the
innovation and market leader in our core business. Empowering our people is one of our organizational priorities,
highlighting three areas in particular: (1) workplace culture, (2) employee engagement and inclusion, and (3) employee
health and safety.
Workplace Culture
Our culture is focused on the core values of safety, integrity, quality, collaboration, and creativity. Additionally, we
have an annual evaluation process to measure and assess employee engagement. This focus on employee engagement
aims to create and sustain employee empowerment, team collaboration, and support and service to the greater
community.
We are guided by our global Anti-Discrimination and Equal Employment Policy which delineates our commitment to
preventing any form of unlawful employee discrimination or harassment and our dedication to providing a workplace
where all employees, customers, partners and investors are treated with courtesy, respect, and dignity. We are
committed to building an inclusive workplace, guided by our Code of Business Conduct and Ethics.
Employee Health and Safety
The health and safety of our employees is an integral part of everything we do. We hold each other accountable to
actively promote a safe and healthy workplace, and report any situations that may pose a health, safety or security
risk. We use the Lindsay Safety System to guide and develop our safety-based culture. The Lindsay Safety System
is comprised of eight core elements:
•
Hazard ID / Assessment
•
Training
•
Audits
•
Policy/Procedures
•
Incident Investigation
•
Inspections
•
Metrics
•
Recognition
We approach safety by looking at cultural change and engineering developments simultaneously. We conduct job
safety assessments, training and incident investigations. We also recognize and instill best practices in employee
behavior, wherever practicable. In addition, we create policies and make sure the appropriate infrastructure is in
place and maintained. Our audit and inspection processes validate best-in-class performance.
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EFFECT OF GOVERNMENTAL REGULATION
The Company is subject to numerous laws and government regulations, including those that govern environmental
and occupational health and safety matters. The Company believes that its operations are substantially in compliance
with all applicable laws and regulations, and that it holds all necessary permits to operate its business in each
jurisdiction in which its facilities are located.
Laws and government regulations are subject to change and
interpretation. In some cases, compliance with applicable laws and regulations may require the Company to make
additional capital and operational expenditures. The Company, however, is not currently aware of any material
expenditures required to comply with applicable laws or government regulations, other than the capital expenditures
and ongoing0monitoring costs relating to environmental remediation activities at its Lindsay, Nebraska plant that are
more fully described in Note 15, Commitments and Contingencies, to the Company’s consolidated financial
statements. The Company accrues for the anticipated cost associated with compliance with laws and governmental
regulations applicable to its business, including investigation and remediation costs at its Lindsay, Nebraska site, when
its obligation to incur those costs is probable and can be reasonably estimated. Any revisions to these estimates could
be material to the operating results of any fiscal quarter or fiscal year, however the Company does not expect future
capital expenses relating to compliance with government regulations, including those for remediation of its Lindsay,
Nebraska site, to have a material adverse effect on its earnings, liquidity, financial condition or competitive position.
FINANCIAL INFORMATION ABOUT FOREIGN AND U.S. OPERATIONS
The Company’s primary production facilities are located in the United States. The Company has smaller production
and sales operations in Brazil, France, Italy, China, Türkiye, and South Africa, as well as distribution and sales
operations in the Netherlands, Egypt, Australia, and New Zealand. Where the Company exports products from the
United States to international markets, the Company generally ships against prepayment, an irrevocable letter of credit
confirmed by a banking institution or another secured means of payment, or with credit insurance from a third party.
For sales within both U.S. and foreign jurisdictions, prepayments or other forms of security may be required before
credit is granted, however most local sales are made based on payment terms after a full credit review has been
performed. Most of the Company’s financial transactions are in U.S. dollars, although some export sales and sales
from the Company’s foreign subsidiaries are conducted in other currencies. Approximately 36 and 38 percent of total
consolidated Company revenues were conducted in currencies other than the U.S. dollar in fiscal 2024 and 2023,
respectively. To reduce the uncertainty of foreign currency exchange rate movements on these sales and purchase
commitments conducted in local currencies, the Company monitors its risk of foreign currency fluctuations and, at
times, may enter into forward exchange or option contracts for transactions denominated in a currency other than U.S.
dollars.
In addition to the transactional foreign currency exposures mentioned above, the Company also has translation
exposure resulting from translating the financial statements of its international subsidiaries into U.S. dollars. In order
to reduce this translation exposure, the Company, at times, utilizes foreign currency forward contracts to hedge its net
investment exposure in its foreign operations. For information on the Company’s foreign currency risks, see Item 7A
of Part II of this report.
INFORMATION AVAILABLE ON THE LINDSAY WEBSITE
The Company makes available free of charge on its website homepage, under the tab “Investor Relations – SEC
Filings”, its Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, Proxy
Statements, and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934, as amended, as soon as reasonably practicable after the Company electronically files such
material with, or furnishes it to, the Securities and Exchange Commission. Additionally, the Company's annual
sustainability report is available on the website under the tab "Investor Relations – Sustainability Report." The
Company’s internet address is http://www.lindsay.com; however, information posted on its website is not part of this
Annual Report on Form 10-K. The following documents are also posted on the Company’s website homepage, under
the tabs “Investor Relations – Committees” and “Investor Relations – Ethics”:
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Audit Committee Charter
Corporate Governance and Nominating Committee Charter
Code of Business Conduct and Ethics
Corporate Governance Principles
Code of Ethical Conduct
Human Rights Policy
Employee Complaint Procedures for Accounting and Auditing Matters
Human Resources and Compensation Committee Charter
Supplier Code of Conduct
Special Toll-Free Hotline Number and E-mail Address for Making Confidential or Anonymous Complaints
These documents are also available in print to any stockholder upon request, by sending a letter addressed to the
Secretary of the Company.
INFORMATION ABOUT OUR EXECUTIVE OFFICERS
All executive officers of the Company are appointed by the Board of Directors annually and have employment
agreements. There are no family relationships between any director or executive officer. There are no arrangements
or understandings between any executive officer and any other person pursuant to which they were selected as an
officer. The following table lists the Company’s executive officers and other key employees and each of their ages,
and positions as of October 24, 2024.
Age
Position
Randy A. Wood
52
President and Chief Executive Officer
Brian L. Ketcham
63
Senior Vice President and Chief Financial Officer
J. Scott Marion
56
President – Infrastructure
Gustavo E. Oberto
51
President – Irrigation
Brian P. Klawinski
48
Senior Vice President – Technology and Innovation
Brian J. Magnusson
45
Senior Vice President – Strategy and Business Development
Eric R. Arneson
50
Senior Vice President – General Counsel and Secretary
Kelly M. Staup
52
Senior Vice President – Chief People Officer
Melissa G. Moreno
45
Senior Vice President – Chief Information Officer
Richard A. Harold
51
Senior Vice President – Global Operations
Mr. Randy A. Wood is the President and Chief Executive Officer of the Company, a position he has held since January
2021. Mr. Wood has also been a director of the Company since January 2021 and he is the only executive officer of
the Company serving on the Board of Directors. Between September 2020 and January 2021, Mr. Wood served as
the Chief Operating Officer of the Company. Between May 2016 and September 2020, Mr. Wood served as President
– Irrigation of the Company. Between October 2013 and May 2016, Mr. Wood served as President – International
Irrigation of the Company. Between February 2012 and October 2013, Mr. Wood served as Vice President – Americas
/ ANZ Sales and Marketing. Previously he was Vice President – North America Irrigation Sales of the Company and
held such position from March 2008, when he joined the Company. Prior to March 2008, Mr. Wood spent 11 years
with Case Corporation / CNH Global including roles as the Senior Director of Marketing, Case IH Tractors, and Senior
Director of Sales and Marketing, Parts and Service.
Mr. Brian L. Ketcham is the Senior Vice President and Chief Financial Officer of the Company, and has held such
positions since April 2016. Prior to joining the Company and since 2001, Mr. Ketcham served in various finance roles
at Valmont Industries, Inc., a company that provides irrigation and infrastructure equipment, most recently as Vice
President and Group Controller of the Engineered Support Structures segment. Prior to joining Valmont, Mr. Ketcham
held various positions with Consolidated Container Company LLC and KPMG LLP.
Mr. J. Scott Marion is the President – Infrastructure Division, a position he has held with the Company since May
2016. Between April 2011 and May 2016, Mr. Marion served as Vice President and General Manager – Americas and
APAC (Infrastructure) of the Company. From January 2005 to April 2011, Mr. Marion served in several management
positions at Pentair. Prior to 2005, Mr. Marion spent 14 years with General Electric in a variety of sales and managerial
capacities.
Mr. Gustavo E. Oberto is the President – Irrigation Division, a position he has held since September 2020. Between
September 2019 and August 2020, Mr. Oberto served as President – Elecsys International, LLC, which provides IIOT
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solutions and is a subsidiary of the Company. Prior to joining the Company, Mr. Oberto served in various management
roles at Conductix-Wampfler Group, an industrial equipment supplier and a division of Delachaux S.A, most recently
as Managing Director of Global Sales & Markets from March 2016 to September 2019. During his 20-year career at
Conductix-Wampfler Group, Mr. Oberto held a series of leadership positions in international business development.
Prior to joining Conductix-Wampfler Group, Mr. Oberto worked for Travelex Global Payments and also worked as
International Liaison to Former Nebraska Governor Ben Nelson where he advised Midwestern companies on how to
penetrate the Latin America agriculture market. Mr. Oberto is currently a member of the U.S. Commercial Service
District Export Council.
Mr. Brian P. Klawinski is Senior Vice President – Technology and Innovation, a position he has held with the
Company since September 2024. Between 2008 and September 2024, Mr. Klawinski served as General Manager of
FieldWise, LLC. During his tenure at FieldWise, Mr. Klawinski helped bring product concepts to market, leveraging
his extensive technical expertise to drive the company’s growth and innovation.
Mr. Brian J. Magnusson is the Company’s Senior Vice President – Strategy and Business Development and has held
such position since January 2023. Between May 2019 and January 2023, Mr. Magnusson served as the Company’s
Vice President, The Americas and held responsibility for the Company’s irrigation business in North and South
America. Between June 2018 and May 2019, Mr. Magnusson served as the Company’s Vice President, Technology
and Innovation. Previous to that role, Mr. Magnusson served as the Company’s Vice President, Technology, a position
he held starting with his arrival to the Company in 2015. Prior to joining the Company, Mr. Magnusson served as
Global Director, Tractor Portfolio Management at CNH Industrial for three years and spent the preceding four years
at Bain & Company advising executive teams at Fortune 500 corporations on strategic growth challenges.
Mr. Eric R. Arneson is the Senior Vice President – General Counsel and Secretary of the Company and has held such
positions since April 2008, when he joined the Company. Prior to that time and since January 1999, Mr. Arneson
practiced law with the law firm of Kutak Rock LLP, and was most recently a partner of the firm.
Ms. Kelly M. Staup is the Senior Vice President – Chief People Officer, a position she has held with the Company
since January 2018. From November 2016 to January 2018, Ms. Staup served as Director – Human Resources of the
Company. From June 2011 to November 2016, Ms. Staup served as the Company’s Organization Development and
Recruiting Manager. Prior to joining the Company, Ms. Staup was an Associate Vice President of SkillStorm from
August 2008 to June 2011 and previously served in managerial roles at Ajilon and Digital People.
Dr. Melissa Moreno is the Senior Vice President – Chief Information Officer of the Company, a position she has held
since March 2021, when she joined the Company. Prior to joining the Company, Dr. Moreno served in a variety of
information technology roles with Gallup, a company that provides analytics and advisory services, from 2008 to
2021, most recently serving as Chief Information Officer, Cybersecurity and Infrastructure at Gallup from December
2018 to March 2021 and Executive Director, Cybersecurity and Infrastructure from February 2014 to December 2018.
Prior to joining Gallup, Dr. Moreno managed information technology functions at ConAgra Foods and Arthur
Andersen.
Mr. Richard A. Harold is the Senior Vice President – Global Operations of the Company, a position he has held since
April of 2022. Prior to joining the Company, Mr. Harold served from 2018 to 2022 with Rogers Corporation, a
company that provides specialty engineered materials, most recently as a Senior Director of Global Operations. Prior
to that time, Mr. Harold served from 2015 to 2017 as Senior Vice President of Operations at Arizona Nutritional
Supplements, and as Global Vice President of Legacy and Specialty Businesses at IDEX Corporation from 2013 to
2015. Prior to joining IDEX Corporation, Mr. Harold worked for Exterran Holdings, Inc. as Senior Manufacturing
Manager from 2010 to 2013.
13
ITEM 1A — Risk Factors
The following are certain of the more significant risks that may affect the Company’s business, financial condition
and results of operations.
Risks Related to Business and Industry
Changing worldwide demand for food and biofuels could have an effect on the price of agricultural commodities
and consequently the demand for irrigation equipment. Changing worldwide demand for farm outputs to meet the
world’s growing food and biofuel demands, driven in part by government policies and an expanding global population,
are likely to result in fluctuating agricultural commodity prices, which affect demand for irrigation equipment. The
primary benefit of many of the Company’s irrigation products is to increase yields and the resulting revenue for
farmers. As commodity prices decline, the breakeven point of incremental production is more difficult to achieve,
reducing or eliminating the profit and return on investment from the purchase of the Company’s products. As a result,
changes in commodity prices can significantly affect the Company’s sales levels.
A decline in oil prices or the overall demand for motor fuels, or changes in government policies regarding biofuels
could also negatively affect the biofuels market and/or reduce government revenues of oil-producing countries that
purchase or subsidize the purchase of irrigation equipment. Biofuels production is a significant source of grain
demand in the U.S. and certain international markets. While ethanol blending levels are currently mandated within
the U.S., potential mandate changes or price declines for ethanol could reduce the demand for grains. In addition, a
number of ethanol producers in the U.S. are cooperatives partially owned by farmers. Reduced profit of ethanol
production could reduce income for farmers which could, in turn, reduce the demand for irrigation equipment.
While climate change could shift global cropping practices and open new markets for irrigated agriculture, the
changing short-term weather conditions or more prolonged climate change could adversely impact the Company’s
business and operations. The Company’s irrigation revenues are highly dependent on the agricultural industry and
weather conditions. Weather conditions, particularly leading up to the planting and early growing season, can
significantly affect the purchasing decisions of consumers of irrigation equipment. An increased frequency or duration
of extreme weather conditions, or other factors which may be the result of climate change, could adversely impact the
Company's business and operations. For example, natural calamities such as regional floods, hurricanes or other
storms, and droughts can have significant effects on seasonal irrigation demand. Drought conditions, which generally
affect irrigation equipment demand positively over the long term, can adversely affect demand if water sources become
unavailable or if governments impose water restriction policies to reduce overall water availability.
The Company’s irrigation revenues are cyclical and highly dependent upon the need for irrigated agricultural crop
production which, in turn, depends upon many factors, including total worldwide crop production, the profitability of
agricultural crop production, agricultural commodity prices, net farm income, availability of financing for farmers,
governmental policies regarding the agricultural sector, water and energy conservation policies, the regularity of
rainfall, and regional climate conditions. As farm income decreases, farmers may postpone capital expenditures or
seek less expensive irrigation alternatives.
The extent of the effects of climate change, including any related compliance requirements, are uncertain but may
adversely impact the Company’s operations through the availability and cost of raw materials, increased compliance
costs, and increased costs to safeguard the Company’s facilities and assets from disruptions or damage.
14
The Company’s infrastructure revenues are highly dependent on government funding of transportation projects
and subject to compliance with government regulations. The demand for the Company’s infrastructure products
depends to a large degree on the amount of government spending authorized to improve road and highway systems.
For example, the U.S. government funds highway and road improvements through the Federal Highway Trust Fund
Program and matching funding from states may be required as a condition of federal funding. If highway funding is
reduced or delayed, it may reduce demand for the Company’s infrastructure products.
In order to be eligible for government funding or reimbursement, the Company’s infrastructure products are generally
required to meet certain standards as outlined by the various governments worldwide.
The Federal Highway
Administration (“FHWA”) and state departments of transportation have implemented Manual for Assessing Safety
Hardware (“MASH”) standards which update and supersede National Cooperative Highway Research Program
(“NCHRP”) Report 350 standards for evaluating new road safety hardware devices. While infrastructure products
previously accepted under NCHRP Report 350 criteria are not required to be retested under MASH standards, they
generally are no longer eligible for federal reimbursement as the MASH standards have been implemented by FHWA
and the states. The Company has incurred, and will continue to incur, research and development and testing expense
to develop products to comply with MASH standards. Any reevaluation of the Company’s infrastructure products’
compliance with applicable standards, the implementation of new standards, and/or any delay in the Company’s
development of additional infrastructure products that comply with new standards could have a significant adverse
effect on the Company’s competitive position and on sales and profitability from its infrastructure product line.
Compliance with applicable environmental and health and safety regulations, standards, or expectations may
require additional capital and operational expenditures. The Company is subject to numerous laws and government
regulations, including those which govern environmental and occupational health and safety matters. The Company
believes that its operations are substantially in compliance with all such applicable laws and regulations and that it
holds all necessary permits to operate its business in each jurisdiction in which its facilities are located. Laws and
government regulations applicable to the Company are subject to change and interpretation. The Company publishes
an annual Sustainability Report, which includes information about the Company’s sustainability activities and may
result in increased investor, media, and employee attention to such initiatives. Compliance with applicable laws and
regulations and the pursuit of other sustainability-related objectives may require the Company to make additional
capital and operational expenditures that may have a material adverse effect on its earnings, liquidity, financial
condition or competitive position. In particular, the Company may incur costs in connection with the remediation of
environmental contamination at its Lindsay, Nebraska site that exceed the amounts that the Company has accrued for
this purpose as of the end of fiscal 2024, as more fully described in Note 15, Commitments and Contingencies, to the
Company’s consolidated financial statements.
The Company’s international sales efforts and profit margins are affected by international trade barriers and
subject the Company to additional compliance obligations. The Company’s international sales efforts and profit
margins are affected by international trade barriers, including governmental policies on tariffs, taxes, import or export
licensing requirements and trade sanctions. In recent years, certain of the components required for the manufacture
of the Company's products have been or may be impacted by tariffs. Other international trade disputes, changes to or
termination of existing international trade agreements, treaties or policies (e.g. the United States-Mexico-Canada
Agreement), or imposition of trade protection measures by certain countries in favor of their local producers or
competing products could increase the Company's costs, reduce the Company's competitiveness, and have an adverse
effect on the Company’s business, financial condition and results of operations.
In addition, the Company’s international sales efforts must also comply with anti-corruption laws like the U.S. Foreign
Corrupt Practices Act. These anti-corruption laws generally prohibit companies and their intermediaries (including,
in the Company’s case, dealers and sales representatives) from making improper payments or providing anything of
value to improperly influence government officials or certain private individuals for the purpose of obtaining or
retaining a business advantage. As part of the Company’s irrigation and infrastructure sales efforts, the Company
promotes and sells products to governmental entities and state-owned or state-backed business enterprises, the
employees and representatives of which may be considered government officials for purposes of the U.S. Foreign
Corrupt Practices Act. Further, some of the countries in which the Company does business lack fully developed legal
systems and are perceived to have elevated levels of corruption. Although the Company has compliance and training
programs in place designed to reduce the likelihood of potential violations of such laws, violations of these laws or
other compliance requirements could occur and result in criminal or civil sanctions and have an adverse effect on the
Company’s reputation, business, financial condition and results of operations.
15
Risks Related to Legal Proceedings
The Company is exposed to risks from legal proceedings. From time to time, the Company may be involved in
various legal proceedings and other various claims that arise in the ordinary course of its business, which may include
commercial, employment, product liability, tort, and other litigation. Current and future litigation, governmental
proceedings and investigations, audits, indemnification claims or other claims that the Company faces may result in
substantial costs and expenses and significantly divert the attention of its management regardless of the outcome. In
addition, these matters could lead to increased costs or interruptions of its normal business operations. Litigation,
governmental proceedings and investigations, audits, indemnification claims or other claims involve uncertainties and
the eventual outcome of any such matter could adversely affect the Company’s business, results of operations or cash
flows. For a summary of the Company’s infrastructure products litigation, see Note 15, Commitments and
Contingencies, to the Company’s consolidated financial statements.
The frequency and magnitude of liability claims and the related expenses could lower profitability and increase
business risk. The nature of the Company’s business subjects the Company to potential liability for claims alleging
property damage and personal injury or death arising from the use of or exposure to its products, especially
infrastructure products that are installed along roadways. While the Company believes it maintains adequate insurance,
an unusually large liability claim or a string of claims could potentially exceed the Company’s available insurance
coverage. In addition, the availability of, and the Company’s ability to collect on, insurance coverage can be subject
to factors beyond the Company’s control. For example, any accident, incident, or lawsuit involving the Company, its
products specifically, or the industries in which the Company operates generally, even if the Company is fully insured,
contractually indemnified, or not held to be liable, could significantly affect the cost and availability of insurance to
the Company in the future.
If any of the Company’s third-party insurers fail, cancel, or refuse coverage, or otherwise are unable to provide the
Company with adequate insurance coverage, then the Company’s overall risk exposure and operational expenses
would increase and the management of the Company’s business operations would be disrupted.
Further, as insurance policies expire, increased premiums for renewed or new coverage, if such coverage can be
secured, may increase the Company’s insurance expense and/or require that the Company increase its self-insured
retention or deductibles. The Company maintains primary coverage and excess coverage policies. If the number of
claims or the dollar amounts of any such claims rise in any policy year, the Company could suffer additional costs
associated with accessing its excess coverage policies. Also, an increase in the loss amounts attributable to such claims
could expose the Company to uninsured damages if the Company was unable or elected not to insure against certain
claims because of increased premiums or other reasons.
The Company’s infrastructure products are installed along roadways in inherently dangerous applications.
Accidents involving the Company’s infrastructure products could reduce demand for such products and expose
the Company to significant damages and reputational harm. The Company is currently defending a number of
product liability lawsuits involving the Company’s X-Lite® end terminal. Further, while the U.S. Department of
Justice, Civil Division, and the U.S. Attorney’s Office for the Northern District of New York successfully obtained
the 2023 dismissal of a federal civil False Claims Act lawsuit filed against the Company by an individual relator
after the United States conducted a yearslong investigation of the Company’s X-Lite end terminal and determined
that the individual relator’s allegations “lack[ed] merit” and did “not warrant the continued expenditure of resources
to pursue or monitor the action,” the same individual relator has subsequently filed a pending state-level lawsuit in
Tennessee in which he makes substantially similar allegations under the Tennessee Fraud Against Taxpayers Act.
While the Company’s infrastructure products are designed to meet all applicable standards in effect in the markets in
which such products are offered, the risk of product liability claims, demands for reimbursement or compensatory
payments, and associated adverse publicity is inherent in the development, manufacturing, marketing, and sale of
such products, including end terminals and crash cushions that are ultimately installed along roadways. In addition
to this inherent risk, a sizable False Claims Act judgment against a competitor (which was reversed on appeal)
brought significant attention to the infrastructure products industry and may be a factor leading to additional
lawsuits, demands, and investigations being pursued against the Company and others in the industry.
An actual or perceived issue with the Company’s infrastructure products can lead to a decline in demand for such
products, the removal of such products from qualified products lists used by government customers in their purchasing
decisions, the removal and replacement of such products from roadways by government customers and demands for
reimbursement or compensatory payments for such actions, adverse publicity, claims or litigation, and/or the diversion
of management’s attention, which could materially and adversely affect the Company’s reputation, business, financial
16
condition, and results of operations. While infrastructure product selection, assembly, installation, operation, repair,
and maintenance are the responsibilities of dealers, distributors, customers, and/or state departments of transportation,
the Company may nevertheless also be subjected to claims, litigation, or demands for reimbursement or compensatory
payments in connection with a third party’s alleged failure to satisfactorily discharge such responsibilities, including
but not limited to claims associated with personal injuries, property damage, and death. Likewise, improper assembly,
installation, operation, repair, or maintenance of the Company’s infrastructure products may cause such infrastructure
products to fail to meet certain performance standards, which could lead to similar consequences as an actual or
perceived issue with the infrastructure products themselves.
Although the Company currently maintains insurance against product-related claims or litigation, the Company could
be exposed to significant losses arising from claims involving infrastructure products if the Company’s insurance does
not cover all associated liabilities or if coverage in the future becomes unobtainable on commercially reasonable terms.
General Risks
The Company’s profitability may be negatively affected by changes in the availability and price of certain parts,
components, and raw materials. The Company requires access to various parts, components, and raw materials at
competitive prices in order to manufacture its products. Changes in the availability and price of these parts,
components, and raw materials (including steel and zinc), which have changed significantly and rapidly at times and
are affected by factors like demand, tariffs, freight costs, and outbreaks, can significantly increase the costs of
production. Due to price competition in the market for irrigation equipment and certain infrastructure products, the
Company may not be able to recoup increases in these costs through price increases for its products, which would
result in reduced profitability. Whether increased operating costs can be passed through to the customer depends on
a number of factors, including farm income and the price of competing products. Further, the Company relies on a
limited number of suppliers for certain raw materials, parts and components in the manufacturing process. Disruptions
or delays in supply or significant price increases from these suppliers could adversely affect the Company’s operations
and profitability. Such disruptions, terminations or cost increases could result in cost inefficiencies, delayed sales or
reduced sales.
The Company’s international sales are highly dependent on foreign market conditions. International revenues are
primarily generated from Australia, New Zealand, Canada, Western and Eastern Europe, Mexico, the Middle East,
Africa, China, and Central and South America.
In addition to risks relating to general economic and potential
instability in these countries, a number of countries are particularly susceptible to disruption from changing
socioeconomic conditions as well as terrorism, sanctions, war, outbreaks, and similar incidents. Since fiscal 2022,
sales to Russia and Belarus were paused indefinitely due to the Russian invasion of Ukraine. Prior to that time, sales
with Russian, Ukrainian, and Belarusian customers had historically represented less than 5 percent of consolidated
revenues. Commercial activities in Russia and Belarus remain on hold while hostile actions against Ukraine continue.
The collectability of international receivables can also be difficult to estimate, particularly in areas of political
instability or with governments with which the Company has limited experience or where there is a lack of
transparency as to the current credit condition.
The Company’s international sales and profit margins are subject to currency exchange risk. The Company’s
international sales involve some level of export from the U.S., either of components or completed products. Policies
and geopolitical events affecting exchange rates could adversely affect the international flow of agricultural and other
commodities, which can cause a corresponding downturn in the demand for agricultural equipment in many areas of
the world. Further, any strengthening of the U.S. dollar or any other currency of a country in which the Company
manufactures its products (e.g. the Euro, the Brazilian real, the South African rand, the Turkish lira, and the Chinese
renminbi) and/or any weakening of local currencies can increase the cost of the Company’s products in its foreign
markets. Irrespective of any effect on the overall demand for agricultural equipment, the effect of these changes can
make the Company’s products less competitive relative to local producing competitors and, in extreme cases, can
result in the Company’s products not being cost-effective for customers. As a result, the Company’s international
sales and profit margins could decline.
Changes in interest rates could reduce demand for the Company’s products. Rising interest rates could have a
dampening effect on overall economic activity and/or the financial condition of the Company’s customers, either or
both of which could negatively affect customer demand for the Company’s products and customers’ ability to repay
obligations to the Company. An increase in interest rates could also make it more difficult for customers to cost-
effectively fund the purchase of new equipment, which could adversely affect the Company’s sales.
17
The Company’s consolidated financial results are reported in U.S. dollars while certain assets and other reported
items are denominated in the currencies of other countries, creating currency translation risk. The reporting
currency for the Company’s consolidated financial statements is the U.S. dollar. Certain of the Company’s assets,
liabilities, expenses and revenues are denominated in other countries’ currencies. Those assets, liabilities, expenses
and revenues are translated into U.S. dollars at the applicable exchange rates to prepare the Company’s consolidated
financial statements. Therefore, increases or decreases in exchange rates between the U.S. dollar and those other
currencies affect the value of those items as reflected in the Company’s consolidated financial statements. Substantial
fluctuations in the value of the U.S. dollar compared to other currencies could have a significant effect on the
Company’s results.
Security breaches and other disruptions to the Company’s information technology infrastructure could interfere
with its operations and could compromise the Company’s and its customers’ and suppliers’ information, exposing
the Company to liability that could cause its business and reputation to suffer. In the ordinary course of business,
the Company relies upon information technology networks and systems to process, transmit and store electronic
information, and to manage or support a variety of business functions, including supply chain, manufacturing,
distribution, invoicing and collection of payments. The Company uses information technology systems to record,
process and summarize financial information and results of operations for internal reporting purposes and to comply
with regulatory financial reporting, legal and tax requirements.
Additionally, the Company collects and stores
sensitive data, including intellectual property, proprietary business information and the proprietary business
information of customers and suppliers, as well as personally identifiable information of customers and employees, in
data centers and on information technology networks. The secure operation of these networks and the processing and
maintenance of this information is critical to the Company’s business operations and strategy.
Despite security
measures and business continuity plans, the Company’s information technology networks and infrastructure may be
vulnerable to damage, disruptions or shutdowns due to, among other reasons, attacks by hackers or breaches due to
employee error or malfeasance or other disruptions during the process of upgrading or replacing computer software
or hardware, power outages, computer viruses, telecommunication or utility failures or natural disasters or other
catastrophic events. The occurrence of any of these events could compromise the Company’s networks, and the
information stored there could be accessed, publicly disclosed, lost or stolen. Any such access, disclosure or other
loss of information could result in legal claims or proceedings, liability or regulatory penalties under laws protecting
the privacy of personal information, disrupt operations, and damage the Company’s reputation, which could adversely
affect the Company’s business.
ITEM 1B — Unresolved Staff Comments
None.
ITEM 1C — Cybersecurity
The Company recognizes the critical importance of cybersecurity in safeguarding its operations, assets, and various
stakeholders and acknowledges that such risks are becoming more complex and frequent. As part of its enterprise-
level risk management assessment process, the Company has implemented a cybersecurity program to identify,
mitigate, and respond to risks associated with cyber threats and to protect the confidentiality, integrity and availability
of Company computer systems.
Risk Management
The aspects of the Company’s risk management approach to cybersecurity include:
•
Annually reviewing and updating cybersecurity policies to ensure alignment with the latest industry
standards and regulatory requirements. The specific aspects of the Company's program are informed by
guidelines outlined in various accepted frameworks, including the Cybersecurity Framework (“CSF”)
issued by the National Institute of Standards and Technology Framework (“NIST”), an agency of the
United States Department of Commerce.
•
Maintaining a dedicated cybersecurity team under the direction of the Company's Chief Information
Officer (“CIO”) that has expertise related to data and network security, data governance, and risk
management.
18
•
Conducting vulnerability assessments to identify and mitigate potential security risks. These assessments
include network scans, penetration testing, and security audits performed by internal resources or qualified
third-party providers.
•
Requiring all employees to participate in cybersecurity training and awareness programs including annual
cybersecurity training and monthly phishing campaigns. These programs educate employees on how to
recognize and respond to cyber threats and develop best practices for maintaining a strong security culture.
•
Monitoring information channels from trusted security information sources to stay abreast of developing
cybersecurity concerns that may affect the Company or its operations.
•
Reviewing the security protocols of new third-party service providers to ensure acceptable levels of
security are documented and maintained.
•
Maintaining an incident response retainer with a respected cybersecurity firm to ensure timely response
and forensic capabilities.
Despite the Company's efforts, cyber attacks, unauthorized access, security breaches, ransomware, social engineering
attacks or other cyber incidents could materially affect the Company and disrupt its business. Potential consequences
of a successful cyber attack or cybersecurity incident could include remediation costs, disruption of manufacturing
capabilities, legal costs, increased cybersecurity protection costs, lost revenues, litigation and legal risks including
governmental or regulatory enforcement actions, increased insurance premiums, reputational damage that adversely
affects customer or investor confidence, and damage to the Company's competitiveness, stock price, and long-term
shareholder value. While the Company is regularly exposed to such malicious threats, none of these threats,
individually or in the aggregate of related occurrences, have materially affected the Company in the period covered
by this report.
Incident Response Procedures
The Company’s cybersecurity incident response plan is a critical component of the overall cybersecurity strategy. This
plan outlines the procedures and actions to be taken in the event of a cybersecurity incident to minimize impact and
ensure a swift recovery. Key elements of the Company's incident response plan include:
•
Incident discovery and confirmation: the Company has established clear protocols for identifying and
reporting suspected cybersecurity incidents. Employees are trained to recognize potential incidents and
report them immediately to the Company's IT security team.
•
Incident assessment and classification: upon receiving a report of a potential incident, the Company's IT
security team conducts a thorough assessment to determine the nature and severity of the incident.
Incidents are classified based on their impact and risk level.
•
Containment and continuity: once an incident is confirmed, the Company takes immediate steps to contain
and mitigate its impact. which may involve isolating affected systems, applying security patches, or
implementing other remedial actions.
•
Eradication and recovery: after containment, the Company works to eradicate the root cause of the
incident and restore affected systems to normal operation, which includes evicting threat actors, removing
malware, repairing vulnerabilities, and validating system integrity.
•
Communication and reporting: the Company maintains clear communication channels to keep all relevant
stakeholders informed throughout the incident response process, which includes internal communication
with employees and external communication with customers, regulators, and other parties as necessary.
•
Post-incident review and improvement: following the resolution of an incident, the Company conducts a
post-incident review to identify lessons learned and areas for improvement, which helps enhance incident
response capabilities and prevent future incidents.
Governance
19
As part of its oversight responsibilities as it relates to the Company’s overall risk management, the Company’s Board
of Directors has designated cybersecurity oversight as a full board responsibility. The Board of Directors is mindful
to have members with cybersecurity expertise represented on the Board of Directors. The CIO provides monthly
reports to the Board of Directors regarding cybersecurity related matters and presents cybersecurity updates to the full
Board of Directors at each Board meeting. The Board of Directors also participates in regular training and educational
efforts to stay current on relevant cybersecurity related topics.
The Company’s CIO reports directly to the Company's CEO and is responsible for managing, designing, and
implementing all aspects of the Company’s day-to-day cybersecurity programs and initiatives. The CIO and the
dedicated cybersecurity team have appropriate levels of expertise, certifications, and previous work experience to
effectively develop and oversee the Company’s cybersecurity efforts.
ITEM 2 — Properties
The Company’s facilities are well-maintained, in good operating condition, and suitable for present purposes. These
facilities, together with both short-term and long-term planned capital expenditures, are expected to meet the
Company’s manufacturing needs in the foreseeable future.
The Company does not anticipate any difficulty in
retaining occupancy of any leased facilities, either by renewing leases prior to expiration or by replacing them with
equivalent leased facilities. The following are the Company’s significant properties.
Segment
Geographic location
Own/
lease
Lease
expiration
Square
feet
Property description
Corporate
Omaha, Nebraska
Lease
2034
55,000
Corporate headquarters
Irrigation
Lindsay, Nebraska
Own
N/A
300,000
Principal U.S. manufacturing plant
Irrigation
Corlu, Türkiye
Own
N/A
283,000
Manufacturing plant for irrigation products
Irrigation
Tianjin, China
Lease
2027
163,000
Manufacturing plant for irrigation products
Irrigation
La Chapelle, France
Own
N/A
72,000
Manufacturing plant for irrigation products
Irrigation
Bellville, South Africa Lease
2027
71,000
Manufacturing plant for irrigation products
Irrigation
Mogi Mirim, Sao
Paulo, Brazil
Own
N/A
67,000
Manufacturing plant for irrigation products
Irrigation
Olathe, Kansas
Own
N/A
60,000
Manufacturing plant for machine-to-machine
products
Irrigation
Norfolk, Nebraska
Own
N/A
13,400
Manufacturing plant for on-farm telemetry
devices
Infrastructure Milan, Italy
Own
N/A
45,000
Manufacturing plant for infrastructure
products
Infrastructure Rio Vista, California
Own
N/A
30,000
Manufacturing plant for infrastructure
products
ITEM 3 — Legal Proceedings
In the ordinary course of its business operations, the Company is involved, from time to time, in commercial litigation,
product liability litigation, tort litigation, employment disputes, administrative proceedings, business disputes, and
other legal proceedings. No such current proceedings, individually or in the aggregate, are expected to have a material
effect on the business or financial condition of the Company, other than the specific environmental remediation matters
which are disclosed as part of Note 15, Commitments and Contingencies, to the Company’s consolidated financial
statements. Any revisions to the estimates accrued for environmental remediation could be material to the operating
results of any fiscal quarter or fiscal year, however the Company does not expect such additional expenses would have
a material adverse effect on its liquidity or financial condition.
For a summary of the Company’s infrastructure products litigation, see Note 15, Commitments and Contingencies, to
the Company’s consolidated financial statements.
ITEM 4 — Mine Safety Disclosures
Not applicable.
20
PART II
ITEM 5 — Market for the Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of
Equity Securities
Holders
Lindsay Common Stock trades on the New York Stock Exchange, Inc. (“NYSE”) under the ticker symbol LNN. As
of October 21, 2024, there were approximately 134 stockholders of record.
Purchases of Equity Securities by the Issuer and Affiliated Purchases
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 year ended August 31, 2024:
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)
June 1, 2024 to June 30, 2024
18,893 $
112.11
18,893 $
43,859
July 1, 2024 to July 31, 2024
21,841 $
111.20
21,841 $
41,430
August 1, 2024 to August 31, 2024
—
—
— $
41,430
Total
40,734 $
111.62
40,734 $
41,430
(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.
Dividends
The Company paid a total of $15.5 million and $15.1 million in dividends during fiscal 2024 and 2023, respectively.
The Company currently expects that cash dividends comparable to those paid historically will continue to be paid in
the future, although there can be no assurance as to the payment of future dividends as such payment depends on
results of operations, financial condition, business prospects, capital requirements, contractual restrictions, any
potential indebtedness the Company may incur, restrictions imposed by applicable law, tax considerations, and other
factors that the Board of Directors deems relevant.
21
Company Stock Performance
The following graph compares the cumulative five-year total return attained by stockholders on the Company’s
Common Stock relative to the cumulative total returns of the S&P SmallCap 600 Index and the S&P SmallCap 600
Construction, Farm Machinery and Heavy Transportation Equipment Index for the five-year period ended August 31,
2024. An investment of $100 (with the reinvestment of all dividends) is assumed to have been made in the Company’s
Common Stock and in each of the indexes on August 31, 2019 and the graph shows its relative performance through
August 31, 2024.
8/19
8/20
8/21
8/22
8/23
8/24
Lindsay Corporation
100.00
114.71
190.76
187.41
146.48
148.12
S&P SmallCap 600 Index
100.00
99.45
153.12
134.56
142.01
166.59
S&P 600 Construction Machinery &
Heavy Transportation Equipment
100.00
113.23
144.30
138.89
190.31
243.18
The stock price performance included in this graph is not necessarily indicative of future stock price performance.
ITEM 6 — [Reserved]
22
ITEM 7 — Management’s Discussion and Analysis of Financial Condition and Results of Operations
Concerning Forward—Looking Statements
This Annual Report on Form 10-K, including Management’s Discussion and Analysis of Financial Condition and
Results of Operations, 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 expectations for future
Company performance. 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,” and similar expressions generally identify forward-looking
statements. For these statements throughout the Annual Report on Form 10-K, the Company claims the protection of
the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995. The
entire sections entitled “Financial Overview and Outlook” and “Risk Factors” should be considered forward-looking
statements.
Forward-looking statements involve a number of risks and uncertainties, including but not limited to those discussed
in the “Risk Factors” section contained in Item 1A. 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.
Company Overview
The Company manufactures and markets center pivot, lateral move, and hose reel irrigation systems. The Company
also produces and markets irrigation controls, chemical injection systems, remote monitoring and irrigation scheduling
systems. These products are used by farmers to increase or stabilize crop production while conserving water, energy,
and labor. Through its acquisitions and third-party commercial arrangements, the Company has been able to enhance
its capabilities in providing innovative, turn-key solutions to customers through the integration of designs, controls,
and pump stations. The Company sells its irrigation products primarily to a world-wide independent dealer network,
who resell to their customers, the farmers. The Company’s irrigation production facilities are located in the United
States, Brazil, Türkiye, France, China and South Africa, and also has distribution and sales operations in the
Netherlands, Egypt, Australia, and New Zealand. The Company also manufactures and markets, through distributors
and direct sales to customers, various infrastructure products, including moveable barrier systems for traffic lane
management, crash cushions, preformed reflective pavement tapes, and other road safety devices, through its
production facilities in the United States and Italy, and has produced road safety products in irrigation manufacturing
facilities in China, Brazil and Türkiye. In addition, the Company’s infrastructure segment produces railroad signals
and structures.
For the business overall, the global, long-term drivers of population growth, water conservation and environmental
sustainability, the need for increased food production, and the need for safer, more efficient transportation solutions
remain positive. Key factors which impact demand for the Company’s irrigation products include total worldwide
agricultural crop production, the profitability of agricultural crop production, agricultural commodity prices, net farm
income, availability of financing for farmers, governmental policies regarding the agricultural sector, water and energy
conservation policies, the regularity of rainfall, regional climate conditions, food security concerns and foreign
currency exchange rates. A key factor which impacts demand for the Company’s infrastructure products is the amount
of spending authorized by governments to improve road and highway systems.
Much of the U.S. highway
infrastructure market is driven by government spending programs. For example, the U.S. government funds highway
and road improvements through the Federal Highway Trust Fund Program. This program provides funding to improve
the nation’s roadway system. In November 2021, the Infrastructure Investment and Jobs Act was enacted and included
a five-year reauthorization of the Fixing America's Surface Transportation (FAST) Act. This legislation also
introduced $110 billion in incremental federal funding planned for roads, bridges, and other transportation projects,
which the Company anticipates may support higher demand for its transportation safety products.
23
The Company continues to have an ongoing, structured, acquisition process that it expects to generate additional
growth opportunities throughout the world and add to its irrigation and infrastructure capabilities. The Company is
committed to achieving earnings growth by global market expansion, improvements in margins, and strategic
acquisitions.
New Accounting Standards Issued
See Note 2, New Accounting Pronouncements, to the Company’s consolidated financial statements for information
regarding recently issued accounting pronouncements.
Critical Accounting Estimates
In preparing the consolidated financial statements in conformity with U.S. generally accepted accounting principles
(“GAAP”), management must make a variety of decisions which impact the reported amounts and the related
disclosures. Such decisions include the selection of the appropriate accounting principles to be applied and the
assumptions on which to base accounting estimates. In reaching such decisions, management applies judgment based
on its understanding and analysis of the relevant facts and circumstances. Certain of the Company’s accounting
policies are critical, as these policies are most important to the presentation of the Company’s consolidated results of
operations and financial condition. They require the greatest use of judgments and estimates by management based
on the Company’s historical experience and management’s knowledge and understanding of current facts and
circumstances. Management periodically re-evaluates and adjusts the estimates that are used as circumstances change.
Following is the accounting policy management considers critical to the Company’s consolidated results of operations
and financial condition:
Warranties
The Company’s accounting policy on accounting for its product warranties is critical because it includes significant
judgments and estimates by management about the amount, nature, and timing of future product-related warranty
costs.
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. At the time a sale is recognized, the Company
records the estimated future warranty costs. The Company generally determines its total future warranty liability by
applying historical claims rate experience to the amount of equipment that has been sold and is still within the warranty
period. In addition, the Company records provisions for known warranty claims.
The Company periodically reviews the assumptions used to determine the liabilities for product warranties and adjusts
its assumptions based upon factors such as actual failure rates and cost experience. A number of factors could affect
actual failure rates and cost experience, including the amount and timing of new product introductions, changes in
manufacturing techniques or locations, components or suppliers used. If actual costs differ from the estimates, an
adjustment may be made to the product warranty liability.
Financial Overview and Outlook
Operating revenues in fiscal 2024 were $607.1 million, a 10 percent decrease compared to $674.1 million in the prior
year.
Irrigation segment revenues decreased 12 percent to $513.9 million and infrastructure segment revenues
increased 6 percent to $93.2 million. Net earnings for fiscal 2024 decreased 8 percent to $66.3 million or $6.01 per
diluted share compared with $72.4 million or $6.54 per diluted share in the prior year. The impact on net earnings of
lower irrigation revenues was partially offset by higher infrastructure revenues that carry a favorable margin mix and
by higher other income, driven by an increase in interest income and favorable foreign currency translation results,
and by a lower effective income tax rate resulting from the realization of certain tax credits.
The global drivers for the Company’s irrigation segment are population growth and the attendant need for expanded
food production and efficient water use. The need for irrigated agricultural crop production, which depends upon many
factors, include the following primary drivers:
•
Agricultural commodity prices - As of August 2024, corn prices were approximately 19 percent lower and
soybean prices approximately 29 percent lower, when compared to August 2023. The reduction in
commodity prices is due primarily to higher production levels anticipated in calendar 2024 that are resulting
in increased supply and higher commodity inventory levels. Agriculture commodity prices fluctuate based
on supply factors, such as global production and inventory levels and the ongoing conflict between Ukraine
and Russia, which is in addition to demand factors such as food and feed consumption, biofuel production
and the level of China's demand for agricultural imports.
24
•
Net farm income - As of August 2024, the U.S. Department of Agriculture (the “USDA”) estimated U.S.
2024 net farm income to be $140.0 billion, a decrease of 4 percent from the USDA’s final U.S. 2023 net farm
income of $146.5 billion. This projected decrease is resulting primarily from a reduction in government
support payments and cash receipts for crops that is being partially offset by lower input costs.
•
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 policies - A number of government laws and regulations can impact the Company’s business,
including:
o
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
November 2023, Congress voted to extend the Farm Bill through September 30, 2024, at which date
it expired without new legislation or another extension. It is expected that Congress will address the
Farm Bill when it returns to session after the November 2024 elections and before benefits run out
at the end of the calendar year.
o
Changes to U.S. income tax laws enacted in December 2017 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
2024, the allowable deduction is 60 percent of the cost of equipment and in calendar 2025 the
allowable deduction will drop to 40 percent.
o
Biofuel production continues to be a major demand driver for irrigated corn, sugar cane and
soybeans as these crops are used in high volumes to produce ethanol and biodiesel. On June 21,
2023, the U.S. Environmental Protection Agency (“EPA”) announced a final rule setting biofuel
volume requirements for the Renewable Fuels Standard (RFS) program for 2023, 2024, and 2025.
The final volume requirements reflect an increase in total gallons of renewable fuel of approximately
3 to 4 percent in each successive year.
o
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 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.
U.S. net farm income levels in calendar 2023, although lower than historically high 2022 levels, supported farmer
profitability and demand for investment in the first half of fiscal 2024. However, the forecasted decline in estimated
2024 net farm income has led to tempered demand for irrigation equipment during the second half of fiscal 2024, and
is expected to continue into at least fiscal 2025 until the outlook for net farm income may improve. The Company has
been able to maintain its pricing for irrigation equipment while inflationary pressure on steel and other raw material
costs, as well as freight and logistics costs, have moderated.
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
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,
25
including armed conflict, currency conditions and other factors can create a challenging environment. The Company
continues to monitor the Ukraine and Russia conflict for both short and long-term implications and has suspended
new business activity in Russia and Belarus since February 2022. Sales with Russian, Ukrainian, and Belarusian
customers have historically represented less than 5 percent of consolidated revenues. Additionally, international
results are heavily dependent upon project sales which tend to fluctuate and can be difficult to forecast accurately. In
May 2024, the Company announced 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 beginning in the fourth quarter of fiscal
2024 and expected to continue through the first quarter of fiscal 2026.
In the infrastructure business, demand for the Company's transportation safety products largely depends on
government spending for road construction and improvements. The enactment of the Infrastructure Investment and
Jobs Act ("IIJA") in November 2021 marked the largest infusion of federal investment into infrastructure projects in
more than a decade. This legislation introduced $110 billion in incremental federal funding, planned for roads,
bridges, and other transportation projects, which the Company anticipates may translate into higher demand for its
transportation safety products as funds are appropriated and states begin to implement projects. This additional funding
has supported an increase in Road Zipper System™leasing revenues that the Company realized in fiscal 2024. The
federal programs under IIJA run through September 2026 with funding extending up to two years beyond that date.
As of August 31, 2024, the Company had an order backlog of $180.9 million compared with $78.7 million at August
31, 2023. Included in these backlogs are amounts of $36.5 million and $3.8 million, respectively, for orders that are
not expected to be fulfilled within the subsequent twelve months. The backlog in both segments was higher compared
to the prior year, with the increase in irrigation backlog resulting from the addition of the large project in the MENA
region. The Company’s backlog can fluctuate from period to period due to the seasonality, cyclicality, timing, and
execution of contracts. Backlog typically represents long-term projects as well as short lead-time orders; therefore, it
is generally not a good indication of the revenues to be realized in succeeding quarters.
26
Results of Operations
The following “Fiscal 2024 Compared to Fiscal 2023” section presents an analysis of the Company’s consolidated
operating results displayed in the Consolidated Statements of Earnings and should be read together with the
information in Note 18, Industry Segment Information, to the consolidated financial statements.
A discussion
regarding our financial condition and results of operations for fiscal 2023 compared to fiscal 2022 can be found in
“Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Item 7 of Part II of our
Annual Report on Form 10-K for the fiscal year ended August 31, 2023, filed with the Securities and Exchange
Commission (“SEC”) on October 19, 2023, which is available free of charge on the SEC’s website at www.sec.gov
and the Company’s website at www.lindsay.com under the tab “Investor Relations – SEC Filings.”
Fiscal 2024 Compared to Fiscal 2023
The following table provides highlights for fiscal 2024 compared with fiscal 2023:
For the years ended
Percent
August 31,
increase
($ in thousands)
2024
2023
(decrease)
Consolidated
Operating revenues
$
607,074
$
674,084
(10%)
Cost of operating revenues
$
416,019
$
461,069
(10%)
Gross profit
$
191,055
$
213,015
(10%)
Gross margin
31.5%
31.6%
Operating expenses (1)
$
114,447
$
110,831
3%
Operating income
$
76,608
$
102,184
(25%)
Operating margin
12.6%
15.2%
Other income (expense)
$
2,442
$
(1,809)
(235%)
Income tax expense
$
12,793
$
27,996
(54%)
Effective income tax rate
16.2%
27.9%
Net earnings
$
66,257
$
72,379
(8%)
Irrigation segment (2)
Operating revenues
$
513,896
$
586,031
(12%)
Operating income
$
87,547
$
121,969
(28%)
Operating margin
17.0%
20.8%
Infrastructure segment (2)
Operating revenues
$
93,178
$
88,053
6%
Operating income
$
18,995
$
12,067
57%
Operating margin
20.4%
13.7%
(1)
Includes corporate general and administrative expenses of $29.9 million and $31.8 million for fiscal 2024 and 2023, respectively.
(2)
See Note 18 Industry Segment Information, to the consolidated financial statements, for further details regarding segments.
Revenues
Operating revenues in fiscal 2024 were $607.1 million, a decrease of 10 percent or $67.0 million, compared to $674.1
million in fiscal 2023. Irrigation segment revenues of $513.9 million, decreased $72.1 million, or 12 percent, and
infrastructure revenues increased $5.1 million, or 6 percent, compared to the prior fiscal year. The irrigation segment
provided 85 percent of Company revenue in fiscal 2024 as compared to 87 percent in fiscal 2023.
North America irrigation revenues in fiscal 2024 were $302.1 million, a decrease of 2 percent or $7.4 million, from
$309.5 million in fiscal 2023. Higher unit sales volume in the current year was more than offset by lower sales of
replacement parts, the impact of a less favorable mix of shorter machines, and slightly lower average selling prices
compared to the prior fiscal year.
International irrigation revenues in fiscal 2024 were $211.7 million, a decrease of 23 percent or $64.7 million, from
$276.5 million in fiscal 2023. The decrease resulted primarily from lower sales volumes in Brazil and other Latin
America markets compared to the prior fiscal year. In Brazil, market demand declined due to a significant drop in
local commodity prices that had a negative impact on farmer profitability and liquidity. This decrease was partially
offset by higher revenues from project sales in developing markets compared to the prior fiscal year. The impact of
foreign currency translation on current year revenues was not meaningful compared to the prior fiscal year.
27
Infrastructure segment revenues in fiscal 2024 were $93.2 million, an increase of $5.1 million, or 6 percent, from
$88.1 million in fiscal 2023. The increase was primarily attributable to higher Road Zipper System lease revenues,
which were partially offset by lower Road Zipper System project sales and lower sales of road safety products
compared to the prior fiscal year.
Gross Profit
Gross profit was $191.1 million for fiscal 2024, a decrease of $21.9 million, or 10 percent, compared to $213.0 million
for fiscal 2023. The decrease in gross profit resulted primarily from lower revenues in irrigation. Gross margin was
31.5 percent of sales for fiscal 2024 compared to 31.6 percent of sales for fiscal 2023. Increased gross margin in
infrastructure resulted primarily from a more favorable margin mix of revenues with higher Road Zipper System lease
revenues compared to the prior fiscal year. This favorable impact was offset by lower irrigation gross margin resulting
from a decrease in revenues without a corresponding reduction in fixed operating costs.
Operating Expenses
The Company’s operating expenses of $114.4 million for fiscal 2024 increased $3.6 million, or 3 percent, compared
to fiscal 2023 operating expenses of $110.8 million. Increased selling expense was partially offset by cost reductions
in other areas compared to the prior fiscal year.
Other Income (Expense), net
Other income amounted to $2.4 million in fiscal 2024 compared to other expense of $1.8 million in fiscal 2023. The
change resulted primarily from a $2.4 million increase in interest income and a reduction in interest expense of $0.6
million compared to the prior fiscal year. The current year was also impacted by the unfavorable effects of foreign
currency transaction gains and losses of approximately $0.6 million compared to the prior fiscal year.
Income Taxes
The Company recorded income tax expense of $12.8 million and $28.0 million for fiscal 2024 and 2023, respectively.
Lower income tax expense in the current fiscal year resulted from lower earnings before income tax as well as a lower
effective tax rate compared to the prior fiscal year. The effective tax rate was 16.2 percent and 27.9 percent for fiscal
2024 and 2023, respectively. The lower effective tax rate in the current fiscal year reflects the impact of one-time
benefits in Brazil totaling $5.9 million along with a decreased proportion of earnings in higher rate foreign jurisdictions
compared to the prior fiscal year. The impact of other discrete items in fiscal 2024 and 2023 was not significant.
Net Earnings
Net earnings for fiscal 2024 were $66.3 million, or $6.01 per diluted share, compared to $72.4 million, or $6.54 per
diluted share, for fiscal 2023.
Liquidity and Capital Resources
The Company’s cash and cash equivalents totaled $190.9 million at August 31, 2024 compared with cash, cash
equivalents, and marketable securities of $166.3 million at August 31, 2023. The increase resulted from the excess of
cash provided by operating activities over the cash used in investing and financing activities. 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 the credit arrangements that are
described below. 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, projected operating cash flow, and remaining capacity
under its continuing bank lines of credit are sufficient to cover all of its expected working capital needs, planned
capital expenditures and dividends. The Company may require additional borrowings to fund potential acquisitions
in the future.
28
The Company’s total cash and cash equivalents held by foreign subsidiaries amounted to $84.3 million and $64.6
million as of August 31, 2024, and 2023, respectively. The Company considers earnings of foreign subsidiaries to be
indefinitely reinvested, and would need to accrue and pay incremental state, local, and foreign taxes if such earnings
were repatriated to the United States. The Company does not intend to repatriate the funds and does not expect these
funds to have a significant impact on the Company’s overall liquidity.
Net working capital was $367.4 million at August 31, 2024 as compared with $351.4 million at August 31, 2023.
Cash flows provided by operating activities totaled $95.8 million during the year ended August 31, 2024 compared to
$119.7 million provided by operating activities during the prior fiscal year. The decrease in cash flows provided by
operating activities resulted from lower net earnings and a lower reduction in working capital compared to the prior
fiscal year.
Cash flows used in investing activities totaled $25.9 million during the year ended August 31, 2024 compared to $47.4
million during the prior fiscal year. Capital spending was $29.0 million in fiscal 2024 compared to $18.8 million in
fiscal 2023. Fiscal 2023 also included outflows of $30.8 million for the acquisition of a business.
Cash flows used in financing activities totaled $38.6 million during the year ended August 31, 2024 compared to
$17.3 million during the prior fiscal year. During the current fiscal year, the Company repurchased $22.5 million of
common stock.
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. Priorities for the use of cash under the Company’s capital
allocation plan include:
•
Investment in organic growth including capital expenditures and expansion of international markets,
•
Synergistic acquisitions that provide attractive returns to stockholders,
•
Dividends to stockholders, along with expectations to increase dividends over time, and
•
Opportunistic share repurchases taking into account cyclical and seasonal fluctuations.
Capital Expenditures
Capital expenditures for fiscal 2025 are expected to range from approximately $50 million to $55 million, including
equipment replacement, productivity improvements, new product development and commercial growth investments.
An increase over recent levels of capital expenditures relates 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.
Dividends
In fiscal 2024, the Company paid cash dividends of $1.41 per common share or $15.5 million to stockholders as
compared to $1.37 per common share or $15.1 million to stockholders in fiscal 2023.
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 repurchased $22.5 million of common shares
during the year ended August 31, 2024. There were no shares repurchased during the years ended August 31, 2023
and 2022. The remaining amount available under the repurchase program was $41.4 million as of August 31, 2024.
Long-Term Borrowing Facilities
Senior Notes. The Company has outstanding $115.0 million in aggregate principal amount of unsecured 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
29
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 future acquisitions. At August 31, 2024 and 2023, 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 August
31, 2024, 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. The Revolving Credit Facility was amended to transition the benchmark rate from the London
Interbank Offered Rate (“LIBOR”) to the Secured Overnight Financing Rate (“SOFR”). Borrowings under the
Revolving Credit Facility bear interest at a variable rate equal to the 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 6.67 percent
at August 31, 2024), 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 (0.125
percent at August 31, 2024) on the unused balance depending on the Company’s leverage ratio then in effect.
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 into
the Senior Notes for the benefit of the 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 August 31, 2024 and 2023, the Company was in compliance with all financial
loan covenants contained in its credit arrangements in place as of each of those dates.
ITEM 7A — 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 attempts to manage market
and credit risks associated with its derivative instruments by establishing and monitoring limits as to the types and
degree of risk that may be undertaken, and by entering into transactions with counterparties that have investment grade
credit ratings. As of August 31, 2024, the Company’s derivative counterparty had an investment grade credit rating.
The Company has manufacturing operations in the United States, Brazil, France, Italy, China, Türkiye, and South
Africa. 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. At
times, export sales may be denominated in a currency other than the U.S. dollar. A majority of the Company’s revenue
generated from operations outside the United States is denominated in local currency. Accordingly, these sales are
not typically subject to significant foreign currency transaction risk. The Company’s most significant transactional
foreign currency exposures are the Euro, the Brazilian real, the South African rand, the Turkish lira, 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. Based on the consolidated statement of earnings for the year
ended August 31, 2024, the Company estimates the potential decrease in operating income from a ten percent adverse
change in the underlying exchange rates, in U.S. dollar terms, would be approximately $3.3 million.
In order to reduce exposures related to changes in foreign currency exchange rates, the Company, at times, may enter
into forward exchanges, option contracts, or cross currency swaps for transactions denominated in a currency other
than the functional currency for certain of its operations. This activity primarily relates to economically hedging
against foreign currency risk in purchasing inventory, sales of finished goods, intercompany transactions and future
settlement of foreign denominated assets and liabilities. At August 31, 2024, the Company had an outstanding foreign
30
currency forward contract to sell a notional amount of 144.8 million South African rand at fixed prices to settle during
the next fiscal quarter.
ITEM 8 — Financial Statements and Supplementary Data
31
Report of Independent Registered Public Accounting Firm
To the Shareholders and Board of Directors
Lindsay Corporation:
Opinion on the Consolidated Financial Statements
We have audited the accompanying consolidated balance sheets of Lindsay Corporation and subsidiaries (the
Company) as of August 31, 2024 and August 31, 2023, the related consolidated statements of earnings,
comprehensive income, shareholders’ equity, and cash flows for each of the years in the three-year period ended
August 31, 2024, and the related notes and financial statement schedule (collectively, the consolidated financial
statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial
position of the Company as of August 31, 2024 and August 31, 2023, and the results of its operations and its cash
flows for each of the years in the three-year period ended August 31, 2024, in conformity with U.S. generally
accepted accounting principles.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United
States) (PCAOB), the Company’s internal control over financial reporting as of August 31, 2024, based on criteria
established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring
Organizations of the Treadway Commission, and our report dated October 24, 2024 expressed an unqualified
opinion on the effectiveness of the Company’s internal control over financial reporting.
Basis for Opinion
These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is
to express an opinion on these consolidated financial statements based on our audits. We are a public accounting
firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with
the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission
and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of
material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks
of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing
procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the
amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting
principles used and significant estimates made by management, as well as evaluating the overall presentation of the
consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matters
The critical audit matter communicated below is a matter arising from the current period audit of the consolidated
financial statements that was communicated or required to be communicated to the audit committee and that: (1)
relates to accounts or disclosures that are material to the consolidated financial statements and (2) involved our
especially challenging, subjective, or complex judgments. The communication of the critical audit matter does not
alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by
communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the
accounts or disclosures to which they relate
Evaluation of product warranty accrual
As discussed in Notes 1 and 17 to the consolidated financial statements, the Company’s product warranty
accrual as of August 31, 2024 was $14.2 million. The Company warrants a portion of its products against
certain manufacturing and other defects and estimates the amount of warranty accrual based on various
factors, including historical warranty costs and sales.
We identified the evaluation of historical claim experience used to estimate the domestic product warranty
accrual for the Irrigation segment as a critical audit matter. Subjective auditor judgment was required to
32
evaluate the relevance of historical claim experience in the determination of the estimated product warranty
accrual.
The following are the primary procedures we performed to address this critical audit matter. We evaluated the
design and tested the operating effectiveness of certain internal controls related to the product warranty
accrual process, including controls related to the relevance and reliability of historical claim data and the
review of significant assumptions used in developing the estimate. We assessed the estimated cost of future
claims used in the estimation of product warranty liability by comparing them to the Company’s underlying
historical claims data that was assessed for relevance and reliability. To assess management’s ability to
estimate the product warranty accrual, we compared the Company’s historical product warranty estimates to
actual claim results.
/s/ KPMG LLP
We have served as the Company’s auditor since 2001.
Omaha, Nebraska
October 24, 2024
33
Lindsay Corporation and Subsidiaries
CONSOLIDATED STATEMENTS OF EARNINGS
Years ended August 31,
($ and shares in thousands, except per share amounts)
2024
2023
2022
Operating revenues
$
607,074
$
674,084
$
770,743
Cost of operating revenues
416,019
461,069
571,565
Gross profit
191,055
213,015
199,178
Operating expenses:
Selling expense
39,905
36,201
33,920
General and administrative expense
57,419
56,412
55,470
Engineering and research expense
17,123
18,218
15,145
Total operating expenses
114,447
110,831
104,535
Operating income
76,608
102,184
94,643
Other income (expense):
Interest expense
(3,234)
(3,788)
(4,269)
Interest income
5,189
2,783
622
Other income (expense), net
487
(804)
(3,128)
Total other income (expense)
2,442
(1,809)
(6,775)
Earnings before income taxes
79,050
100,375
87,868
Income tax expense
12,793
27,996
22,399
Net earnings
$
66,257
$
72,379
$
65,469
Earnings per share:
Basic
$
6.04
$
6.58
$
5.97
Diluted
$
6.01
$
6.54
$
5.94
Shares used in computing earnings per share:
Basic
10,976
11,003
10,965
Diluted
11,017
11,062
11,031
Cash dividends declared per share
$
1.41
$
1.37
$
1.33
See accompanying notes to consolidated financial statements.
34
Lindsay Corporation and Subsidiaries
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
Years ended August 31,
($ in thousands)
2024
2023
2022
Net earnings
$
66,257
$
72,379
$
65,469
Other comprehensive (loss) income:
Defined benefit pension plan adjustment, net of tax
83
306
566
Foreign currency translation adjustment, net of
hedging activities and tax
(9,149)
(24)
(3,839)
Unrealized gain (loss) on marketable securities, net of tax
75
181
(267)
Total other comprehensive (loss) income, net of tax
(benefit) expense of ($277), ($855), and $1,399
(8,991)
463
(3,540)
Total comprehensive income
$
57,266
$
72,842
$
61,929
See accompanying notes to consolidated financial statements.
35
Lindsay Corporation and Subsidiaries
CONSOLIDATED BALANCE SHEETS
August 31,
August 31,
($ and shares in thousands, except par values)
2024
2023
ASSETS
Current assets:
Cash and cash equivalents
$
190,879
$
160,755
Marketable securities
—
5,556
Receivables, net of allowance of $5,151 and $5,048, respectively
116,601
144,774
Inventories, net
154,453
155,932
Other current assets
31,279
20,467
Total current assets
493,212
487,484
Property, plant, and equipment, net
112,815
99,681
Intangible assets, net
25,366
27,719
Goodwill
84,194
83,121
Operating lease right-of-use assets
15,693
17,036
Deferred income tax assets
14,431
10,885
Other noncurrent assets
14,521
19,734
Total assets
$
760,232
$
745,660
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable
$
37,417
$
44,278
Current portion of long-term debt
228
226
Other current liabilities
88,171
91,604
Total current liabilities
125,816
136,108
Pension benefits liabilities
4,167
4,382
Long-term debt
114,994
115,164
Operating lease liabilities
15,541
17,689
Deferred income tax liabilities
678
689
Other noncurrent liabilities
18,143
15,977
Total liabilities
279,339
290,009
Shareholders' equity:
Preferred stock of $1 par value - authorized 2,000 shares; no shares
issued and outstanding
—
—
Common stock at $1 par value - authorized 25,000 shares; 19,124 and
19,094 shares issued at August 31, 2024 and 2023, respectively
19,124
19,094
Capital in excess of stated value
104,369
98,508
Retained earnings
687,093
636,297
Less treasury stock - at cost, 8,277 and 8,083 shares, respectively
(299,692)
(277,238)
Accumulated other comprehensive loss, net
(30,001)
(21,010)
Total shareholders' equity
480,893
455,651
Total liabilities and shareholders' equity
$
760,232
$
745,660
See accompanying notes to consolidated financial statements.
36
Lindsay Corporation and Subsidiaries
CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY
($ and shares in thousands, except per share amounts)
Shares of
common
stock
Shares of
treasury
stock
Common
stock
Capital in
excess of
stated
value
Retained
earnings
Treasury
stock
Accumulated
other
comprehensive
loss,
net
Total
shareholders’
equity
Balance at August 31, 2021
18,991
8,083
$
18,991
$
86,495
$
528,130
$
(277,238)
$
(17,933)
$
338,445
Comprehensive income:
Net earnings
65,469
65,469
Other comprehensive loss
(3,540)
(3,540)
Total comprehensive income
61,929
Cash dividends ($1.33) per share
(14,599)
(14,599)
Issuance of common shares under
share compensation plans, net
72
72
2,053
2,125
Share-based compensation expense
5,458
5,458
Balance at August 31, 2022
19,063
8,083
$
19,063
$
94,006
$
579,000
$
(277,238)
$
(21,473)
$
393,358
Comprehensive income:
Net earnings
72,379
72,379
Other comprehensive income
463
463
Total comprehensive income
72,842
Cash dividends ($1.37) per share
(15,082)
(15,082)
Issuance of common shares under
share compensation plans, net
31
31
(2,027)
(1,996)
Share-based compensation expense
6,529
6,529
Balance at August 31, 2023
19,094
8,083
$
19,094
$
98,508
$
636,297
$
(277,238)
$
(21,010)
$
455,651
Comprehensive income:
Net earnings
66,257
66,257
Other comprehensive loss
(8,991)
(8,991)
Total comprehensive income
57,266
Cash dividends ($1.41) per share
(15,461)
(15,461)
Repurchase of common stock
194
(22,454)
(22,454)
Issuance of common shares under
share compensation plans, net
30
30
(531)
(501)
Share-based compensation expense
6,392
6,392
Balance at August 31, 2024
19,124
8,277
$
19,124
$
104,369
$
687,093
$
(299,692)
$
(30,001)
$
480,893
See accompanying notes to consolidated financial statements.
37
Lindsay Corporation and Subsidiaries
CONSOLIDATED STATEMENTS OF CASH FLOWS
Years ended August 31,
($ in thousands)
2024
2023
2022
CASH FLOWS FROM OPERATING ACTIVITIES:
Net earnings
$
66,257
$
72,379
$
65,469
Adjustments to reconcile net earnings to net cash provided by
operating activities:
Depreciation and amortization
21,200
19,282
20,178
Provision for uncollectible accounts receivable
694
881
903
Deferred income taxes
(3,895)
—
(2,063)
Share-based compensation expense
6,392
6,529
5,458
Foreign currency transaction (gain) loss
(971)
1,126
2,274
Other, net
450
1,569
695
Changes in assets and liabilities:
Receivables
23,478
(4,926)
(47,514)
Inventories
(765)
40,954
(53,803)
Other current assets
(9,543)
4,693
1,220
Accounts payable
(5,958)
(15,274)
13,832
Other current liabilities
(8,200)
(9,135)
186
Other noncurrent assets and liabilities
6,622
1,629
(3,787)
Net cash provided by operating activities
95,761
119,707
3,048
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property, plant and equipment
(28,979)
(18,775)
(15,595)
Purchases of marketable securities available-for-sale
(18,831)
(4,932)
(18,468)
Proceeds from maturities of marketable securities available-for-sale
24,633
10,982
25,968
Acquisition of business, net of cash acquired
—
(30,842)
—
Other investing activities, net
(2,764)
(3,850)
(855)
Net cash used in investing activities
(25,941)
(47,417)
(8,950)
CASH FLOWS FROM FINANCING ACTIVITIES:
Repurchase of common stock
(22,454)
—
—
Dividends paid
(15,461)
(15,082)
(14,599)
Common stock withheld for payroll tax obligations
(1,575)
(2,471)
(1,181)
Proceeds from exercise of stock options
479
32
2,894
Other financing activities, net
370
222
194
Net cash used in financing activities
(38,641)
(17,299)
(12,692)
Effect of exchange rate changes on cash and cash equivalents
(1,055)
716
(3,465)
Net change in cash and cash equivalents
30,124
55,707
(22,059)
Cash and cash equivalents, beginning of period
160,755
105,048
127,107
Cash and cash equivalents, end of period
$
190,879
$
160,755
$
105,048
SUPPLEMENTAL CASH FLOW INFORMATION
Income taxes paid
22,285
20,305
15,738
Interest paid
3,315
3,907
3,811
See accompanying notes to consolidated financial statements.
38
Lindsay Corporation and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Note 1 – Description of Business and Significant Accounting Policies
Lindsay Corporation, along with its subsidiaries (collectively called “Lindsay” or the “Company”), is a global leader
in providing a variety of proprietary water management and road infrastructure products and services. The Company
has been involved in the manufacture and distribution of agricultural irrigation equipment since 1955 and has grown
from a regional company to an international water efficiency solutions and highway infrastructure firm with worldwide
sales and distribution. Lindsay, a Delaware corporation, maintains its global headquarters in Omaha, Nebraska. The
Company has operations which are categorized into two reporting segments.
Irrigation Segment
The Company’s irrigation segment includes the manufacture and marketing of center pivot, lateral move, and hose
reel irrigation systems which are used principally in the agricultural industry to increase or stabilize crop production
while conserving water, energy and labor.
The irrigation segment also manufactures and markets repair and
replacement parts for its irrigation systems and controls. The Company continues to strengthen irrigation product
offerings through innovative technology such as Global Positioning System (“GPS”) positioning and guidance,
variable rate irrigation, wireless irrigation management, machine-to-machine (“M2M”) communication technology
solutions and mobile device applications. The Company’s domestic irrigation manufacturing facilities are located in
Lindsay, Nebraska and Olathe, Kansas. Internationally, the Company has production operations in Brazil, France,
China, Türkiye and South Africa as well as distribution and sales operations in the Netherlands, Egypt, Australia and
New Zealand. The Company also exports equipment from the U.S. to other international markets.
Infrastructure Segment
The Company’s infrastructure segment includes the manufacture and marketing of moveable barriers, specialty
barriers, crash cushions and end terminals, road marking and road safety equipment, and railroad signals and
structures. The principal infrastructure manufacturing facilities are located in Rio Vista, California; Milan, Italy; and
Lindsay, Nebraska.
Notes to the 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
at the time of preparation of the 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 consolidated financial statements.
The significant
accounting policies of the Company are as follows:
Principles of Consolidation
The consolidated financial statements include the accounts of the Company and its subsidiaries. All intercompany
balances and transactions are eliminated in consolidation.
Use of Estimates
The preparation of financial statements in conformity with U.S. generally accepted accounting principles (“GAAP”)
requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of
revenues and expenses during the reporting period. Actual results could differ from those estimates.
Revenue Recognition
The Company recognizes revenue in a manner that depicts the transfer of promised goods or services to customers in
an amount that reflects the consideration to which the entity expects to be entitled for exchange of those goods or
services. Refer to Note 3 for additional information regarding our revenue recognition policy under ASC 606.
Share-Based Compensation
The Company recognizes compensation expense for all share-based payment awards made to employees and directors
based on estimated fair values on the date of grant. The Company uses the straight-line amortization method over the
vesting period of the awards and records forfeitures as they occur. The Company has historically issued shares upon
exercise of stock options or vesting of restricted stock units or performance stock units.
39
The value of the portion of the award that is ultimately expected to vest is recognized as expense in the Company’s
consolidated statement of earnings over the periods during which the employee or director is required to perform a
service in exchange for the award.
The Company uses the Black-Scholes option-pricing model (“Black-Scholes model”) as its valuation method for stock
option awards. Under the Black-Scholes model, the fair value of stock option awards on the date of grant is estimated
using an option-pricing model that is affected by the Company’s stock price as well as assumptions regarding a number
of highly complex and subjective variables. These variables include, but are not limited to, the Company’s expected
stock price volatility over the term of the awards and actual and projected employee stock option exercise behaviors.
Restricted stock, restricted stock units, and the performance-based portion of performance stock units issued under
the 2015 Long-Term Incentive Plan will have a grant-date fair value equal to the fair market value of the underlying
stock on the grant date less present value of expected dividends. The portion of performance stock units based on
market-based metrics will have a grant-date fair value calculated through a Monte Carlo simulation model using a
number of inputs. The inputs to the Company’s Monte Carlo valuation model are summarized in Note 19 – Share-
Based Compensation.
Warranty Costs
The Company’s provision for product warranty reflects management’s best estimate of probable liability under its
product warranties. At the time a sale is recognized, the Company records the estimated future warranty costs. The
Company generally determines its total future warranty liability by applying historical claims rate experience to the
amount of equipment that has been sold and is still within the warranty period. In addition, the Company records
provisions for known warranty claims and adjusts for current trends, if applicable. This provision is periodically
adjusted to reflect actual experience.
Cash and Cash Equivalents
Cash equivalents consist of highly liquid investments with original maturities of three months or less.
Receivables, net
Trade receivables are reported on the balance sheet net of an allowance for expected credit losses. The allowance for
expected credit losses is based on a number of factors, including the aging of outstanding receivables and historical
losses. In addition, the Company incorporates current economic conditions and customer specific circumstances and
details in its estimate for expected credit losses. Receivables are written off against the allowance when the receivable
is deemed uncollectible and all collection efforts have been completed.
The Company’s allowance for all expected credit losses related to outstanding receivables amounted to $5.2 million
and $5.0 million at August 31, 2024 and 2023, respectively. The Company’s evaluation of the adequacy of the
allowance for credit losses is based on facts and circumstances available to the Company at the date the consolidated
financial statements are issued and considers any significant changes in circumstances occurring through the date that
the financial statements are issued.
Inventories
Inventories are stated at the lower of cost or net realizable value. Cost is determined by the last-in, first-out (“LIFO”)
method, the first-in, first-out (“FIFO”) method, or the weighted average cost method for inventory depending on the
operations at each specific location. 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.
Property, Plant, and Equipment
Property, plant, equipment, and capitalized assets held for lease are stated at cost. The Company capitalizes major
expenditures and charges to operating expenses the cost of current maintenance and repairs.
Provisions for
depreciation and amortization have been computed principally on the straight-line method for property, plant, and
equipment. Rates used for depreciation are based principally on the following expected lives: buildings – 15 to 40
years; equipment – 3 to 7 years; computer hardware and software – 3 to 5 years; leased barrier transfer machines -- 8
to 10 years; leased barriers – 12 years; other – 2 to 20 years and leasehold improvements – shorter of the economic
life or term of the lease. The Company’s internally developed software is included in computer hardware and software.
All of the Company’s long-lived asset groups are reviewed for impairment whenever events or changes in
circumstances indicate that the carrying amount may not be recoverable. If the sum of the expected future cash flows
is less than the carrying amount of the asset group, an impairment loss is recognized based upon the difference between
the fair value of the asset and its carrying value. No impairments were recorded during the fiscal years ended August
31, 2024, 2023, and 2022. The cost and accumulated depreciation relating to assets retired or otherwise disposed of
40
are eliminated from the respective accounts at the time of disposition. The resulting gain or loss is included in
operating income in the consolidated statements of earnings.
Valuation of Goodwill and Identifiable Intangible Assets
Goodwill represents the excess of the purchase price over the fair value of net assets acquired in a business
combination. Acquired intangible assets are recognized separately from goodwill. Goodwill and other intangible
assets are tested for impairment at least annually and whenever triggering events or changes in circumstances indicate
its carrying value may not be recoverable. Assessment of the potential impairment of goodwill and identifiable
intangible assets is an integral part of the Company’s normal ongoing review of operations. Testing for potential
impairment of these assets is significantly dependent on numerous assumptions and reflects management’s best
estimates at a particular point in time. The dynamic economic environments in which the Company’s businesses
operate and key economic and business assumptions related to projected selling prices, market growth, inflation rates
and operating expense ratios, can significantly affect the outcome of impairment tests. Estimates based on these
assumptions may differ significantly from actual results.
Changes in factors and assumptions used in assessing
potential impairments can have a significant impact on the existence and magnitude of impairments, as well as the
time in which such impairments are recognized.
In fiscal 2024, in conjunction with the Company’s annual review for impairment, the Company performed a qualitative
analysis of goodwill for each of the Company’s reporting units, which are the same as its operating segments, and did
not identify any potential impairment. The estimated fair value of all reporting units is substantially in excess of its
carrying value. Also in fiscal 2024, the Company performed a qualitative analysis of other intangible assets and
concluded there were no indicators of impairment.
Income Taxes
Income taxes are accounted for utilizing the asset and liability method.
Deferred tax assets and liabilities are
recognized for the estimated future tax consequences attributable to differences between the financial statement
carrying value of existing assets and liabilities and their respective tax bases. These expected future tax consequences
are measured based on currently enacted tax rates. The effect of tax rate changes on deferred tax assets and liabilities
is recognized in income during the period that includes the enactment date. In assessing the ability to realize deferred
tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax asset
will not be realized. The Company’s evaluation of the adequacy of any potential allowance is based on facts and
circumstances available to the Company at the date the consolidated financial statements are issued and considers any
significant changes in circumstances occurring through the date that the financial statements are issued.
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.
Employee stock options, non-vested shares and similar equity instruments granted by the Company are treated as
potential common share equivalents outstanding in computing diluted net earnings per share. The Company’s diluted
common shares outstanding reported in each period includes 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, and the amount of compensation cost for
future service that the Company has not yet recognized, are assumed to be used to repurchase shares.
Derivative Instruments and Hedging Activities
The Company uses certain financial derivatives to mitigate its exposure to volatility in interest rates and foreign
currency exchange rates. All derivative instruments are recorded on the balance sheet at their respective fair values.
The Company uses these derivative instruments only to hedge exposures in the ordinary course of business and does
not invest in derivative instruments for speculative purposes. On the date a derivative contract is entered into, the
Company may elect to designate the derivative as a fair value hedge, a cash flow hedge, or the hedge of a net
investment in a foreign operation.
The Company also formally assesses, both at the hedge’s inception and on an ongoing basis, whether the derivative
that is used in the hedging transaction is effective. 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.
41
The Company discontinues hedge accounting prospectively when it is determined that the derivative is no longer
effective in offsetting changes in the cash flows of the hedged item, the derivative expires or is sold, terminated, or
exercised, or management determines that designation of the derivative as a hedging instrument is no longer
appropriate. In situations in which the Company does not elect hedge accounting or hedge accounting is discontinued
and the derivative is retained, the Company carries or continues to carry the derivative at its fair value on the balance
sheet and recognizes any subsequent changes in its fair value through earnings. The Company manages market and
credit risks associated with its derivative instruments by establishing and monitoring limits as to the types and degree
of risk that may be undertaken, and by entering into transactions with high-quality counterparties. As of August 31,
2024, the Company’s derivative counterparties had investment grade credit ratings.
Fair Value Measurements
The Company’s disclosure of the fair value of assets and liabilities is based on a three-level hierarchy for fair value
measurements based upon the transparency of inputs to the valuation of an asset or liability as of the measurement
date. Inputs refers broadly to the assumptions that market participants would use in pricing the asset or liability,
including assumptions about risk. The categorization within the valuation hierarchy is based upon the lowest level of
input that is significant to the fair value measurement. Financial assets and liabilities carried at fair value will be
classified and disclosed in one of the following three categories:
•
Level 1 – inputs to valuation techniques are quoted prices in active markets for identical assets or liabilities
•
Level 2 – inputs to the valuation techniques are other than quoted prices but are observable for the assets or
liabilities, either directly or indirectly
•
Level 3 – inputs to the valuation techniques are unobservable for the assets or liabilities
Treasury Stock
When the Company repurchases its outstanding stock, it records the repurchased shares at cost as a reduction to
shareholders’ equity. The weighted average cost method is utilized for share re-issuances. The difference between
the cost and the re-issuance price is charged or credited to a “capital in excess of stated value – treasury stock” account
to the extent that there is a sufficient balance to absorb the charge. If the treasury stock is sold for an amount less than
its cost and there is not a sufficient balance in the capital in excess of stated value – treasury stock account, the excess
is charged to retained earnings.
Contingencies
The Company’s accounting for contingencies covers a variety of business activities including contingencies for legal
exposures and environmental exposures. The Company accrues these contingencies when its assessments indicate
that it is probable that a liability has been incurred and an amount can be reasonably estimated. The Company’s
estimates are based on currently available facts and its estimates of the ultimate outcome or resolution. Actual results
may differ from the Company’s estimates resulting in an impact, positive or negative, on earnings.
Environmental Remediation Liabilities
Environmental remediation liabilities include costs directly associated with site investigation and clean up, such as
materials, external contractor costs and incremental internal costs directly related to the remedy. The Company
accrues the anticipated cost of environmental remediation when the obligation is probable and can be reasonably
estimated. Estimates used to record environmental remediation liabilities are based on the Company’s best estimate
of probable future costs based on site-specific facts and circumstances. Estimates of the cost for the likely remedy are
developed using internal resources or by third-party environmental engineers or other service providers.
The
Company records the environmental remediation liabilities that represent the points in the range of estimates that are
most probable or the minimum amount when no amount within the range is a better estimate than any other amount.
Portions of the long-term liability that are fixed and reliably determinable are discounted at a risk-free rate.
Translation of Foreign Currency
The Company’s portion of the assets and liabilities related to foreign investments are translated into U.S. dollars at
the exchange rates in effect at the balance sheet date. Revenue and expenses are translated at the average rates of
exchange prevailing during the year. Unrealized foreign currency translation gains or losses are reflected within
shareholders’ equity as accumulated other comprehensive income or loss.
42
Note 2 – New Accounting Pronouncements
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 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 fiscal years
beginning after December 15, 2023. The Company plans to adopt this ASU in its fiscal 2025.
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 ASU is effective for fiscal years beginning after December 15, 2024. The Company
plans to adopt this ASU in its fiscal 2026.
Note 3 – Revenue Recognition
The Company determines the appropriate revenue recognition for its contracts by analyzing the type, terms and
conditions of each contract or arrangement with a customer. Revenue is recognized when the Company satisfies the
performance obligation by transferring control over goods or services to a customer. The amount of revenue
recognized is measured as the consideration the Company expects to receive in exchange for those goods or services
pursuant to a contract with the customer. The Company does not recognize revenue in cases where collectability is
not probable, and defers the recognition until collection is probable or payment is received. Sales taxes, value added
taxes, and other taxes collected from its customers concurrent with its revenue activities are excluded from revenue.
The Company elected the practical expedient of treating shipping and handling costs associated with outbound freight
as a fulfillment obligation instead of a separate performance obligation. Shipping and handling fees billed to the
customer are reported as revenue and recorded in the same period as the associated fulfillment costs. Customer
rebates, cash discounts and other sales incentives are recorded as a reduction of revenues in the period in which the
sale is recognized.
For contracts with a length longer than twelve months, the unsatisfied performance obligations were $97.9 million
and $1.5 million at August 31, 2024 and 2023, respectively. The balance of unsatisfied performance obligations at
August 31, 2024 is expected to be satisfied within the next twelve to eighteen months.
Performance Obligations
A performance obligation is a promise in a contract to transfer a distinct good or service to the customer and is the
unit of account. A contract’s transaction price is allocated to each distinct performance obligation and recognized as
revenue when, or as, the performance obligation is satisfied.
For contracts with multiple performance obligations, the Company allocates the transaction price to each performance
obligation using the standalone selling price of each distinct good or service in the contract. For most performance
obligations, the standalone selling price is directly observable as these goods or services are also sold separately by
the Company. For performance obligations where the standalone selling price is not directly observable, the Company
determines the standalone selling price using information that may include market conditions and other observable
inputs.
43
The Company’s performance obligations are satisfied at either a point in time or over time depending on the measure
of progress applied toward the complete satisfaction in the transfer of control of the related goods and services to the
customer.
Revenue recognized at a point in time is derived from the sale of equipment and related parts. Revenue recognition
for equipment and parts is generally recognized at a point in time upon transfer of control of the goods to the customer,
which usually happens upon shipment of goods to the customer.
Revenue recognized over time is primarily derived from remote monitoring subscription services and custom and
contract manufactured products. For fixed price agreements, the Company recognizes revenue on an inputs basis,
using total costs incurred to date as a percentage of total costs expected to be incurred. For time and material
arrangements, the Company utilizes an output method of resources consumed such as the expended hours times the
hourly billing rate. For remote monitoring subscription services, customers are generally billed in advance and revenue
is recognized ratably over the life of the agreement.
For custom and contract manufactured products, the transfer of control is continuous over the life of the agreement
and products do not have an alternate use to the Company. When the customer agreements contain contractual
termination clauses and right to payment for work performed to date, the revenue from these agreements is recognized
over time as the products are produced.
The Company also leases certain infrastructure property to customers. Revenues from the leasing of infrastructure
property are recognized on a straight-line basis over the lease term.
A breakout by segment of revenue recognized over time versus point in time for twelve months ended August 31,
2024, 2023 and 2022, is as follows:
Year ended August 31, 2024
($ in thousands)
Irrigation
Infrastructure
Total
Point in time
$
485,790
$
64,821
$
550,611
Over time
28,106
5,539
33,645
Revenue from the contracts with customers
513,896
70,360
584,256
Lease revenue
—
22,818
22,818
Total operating revenues
$
513,896
$
93,178
$
607,074
Year ended August 31, 2023
($ in thousands)
Irrigation
Infrastructure
Total
Point in time
$
559,826
$
69,540
$
629,366
Over time
26,205
6,334
32,539
Revenue from the contracts with customers
586,031
75,874
661,905
Lease revenue
—
12,179
12,179
Total operating revenues
$
586,031
$
88,053
$
674,084
Year ended August 31, 2022
($ in thousands)
Irrigation
Infrastructure
Total
Point in time
$
643,169
$
88,681
$
731,850
Over time
22,660
5,753
28,413
Revenue from the contracts with customers
665,829
94,434
760,263
Lease revenue
—
10,480
10,480
Total operating revenues
$
665,829
$
104,914
$
770,743
Further disaggregation of revenue is disclosed in the Note 18 – Industry Segment Information.
44
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.
Contract assets primarily relate to the Company’s rights to consideration for work completed but not billed at the
reporting date. The contract liabilities primarily relate to the advance consideration received from customers for
customer contracts, for which transfer of control of products or performance of service occurs in the future, and
therefore revenue is recognized upon completion of the performance obligation. The Company has elected to
recognize the incremental costs of obtaining a contract with a term of less than one year as a selling expense when
incurred.
At August 31, 2024 and 2023, contract assets amounted to $3.3 million and $1.3 million, respectively. These amounts
are included within other current assets on the consolidated balance sheet.
At August 31, 2024, and 2023, contract liabilities amounted to $21.5 million and $20.5 million, respectively. Contract
liabilities are included within other current liabilities and noncurrent liabilities on the consolidated balance sheet.
During the year ended August 31, 2024, the Company recognized $17.8 million of revenue that was included in the
liability as of August 31, 2023. The revenue recognized was due to performance obligations being completed during
the year. Amounts included here exclude deferred lease revenues that are included within other current liabilities.
Note 4 – Acquisitions
FieldWise, LLC
On July 28, 2023 (the "acquisition date"), the Company completed the acquisition of the membership interests of
FieldWise, LLC ("FieldWise"). FieldWise is a market leader in agricultural technology products with a focus on
subscription-based, precision irrigation solutions. The purchase price of $32.7 million was financed through an all
cash transaction from the Company's cash on hand.
The following table summarizes the final purchase price allocation for the acquisition of FieldWise.
($ in thousands)
Total
Cash and cash equivalents
$
1,779
Accounts receivable
376
Inventories
2,651
Property and equipment
2,443
Deferred tax asset
94
Intangible assets
11,400
Goodwill
16,593
Accounts payable and accrued liabilities
(228)
Deferred revenues
(2,132)
Non-current deferred revenues
(235)
Total purchase price
32,741
During the post-acquisition period, the Company recorded measurement period adjustments to the preliminary
recorded values assigned to certain Company assets acquired as of the acquisition date. These adjustments were the
product of final working capital adjustments with the seller and are incorporated within the values noted in the table
above. These adjustments did not have a material impact on the Company's consolidated financial statements.
The acquired intangible assets include amortizable intangible assets of $10.7 million and indefinite-lived intangible
assets of $0.7 million related to tradenames. The amortizable intangible assets have a weighted average useful life of
approximately 13.1 years. The following table summarizes the identifiable intangible assets at fair value.
45
($ in thousands)
Weighted average
useful life in years
Fair value of
identifiable asset
Intangible assets:
Customer relationships
15.0
$
8,700
Developed technology
5.0
2,000
Tradenames
N/A
700
Total intangible assets
13.1
$
11,400
Goodwill related to the acquisition of FieldWise primarily relates to intangible assets that do not qualify for separate
recognition, including the experience and knowledge of FieldWise management, its assembled workforce, and its
intellectual capital and specialization with monitoring technology solutions, data acquisition and management
systems. This goodwill is included in the irrigation reporting segment and is deductible for income tax purposes. Pro
forma information related to this acquisition was not included because the impact on the Company’s consolidated
financial statements was not considered to be material.
Note 5 – Net Earnings Per Share
The following table shows the computation of basic and diluted net earnings per share for fiscal 2024, 2023, and 2022:
For the years ended August 31,
($ and shares in thousands, except per share amounts)
2024
2023
2022
Numerator:
Net earnings
$
66,257
$
72,379
$
65,469
Denominator:
Weighted average shares outstanding
10,976
11,003
10,965
Diluted effect of stock equivalents
41
59
66
Weighted average shares outstanding assuming dilution
11,017
11,062
11,031
Basic net earnings per share
$
6.04
$
6.58
$
5.97
Diluted net earnings per share
$
6.01
$
6.54
$
5.94
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 fiscal 2024, 2023, and 2022.
Note 6 – Accumulated Other Comprehensive Loss
Accumulated other comprehensive loss is included in the accompanying consolidated balance sheets in the
shareholders’ equity section, and consists of the following components:
August 31,
($ in thousands)
2024
2023
Accumulated other comprehensive loss:
Defined benefit pension plan, net of tax benefit of $594 and $620
$
(1,888)
(1,971)
Foreign currency translation, net of hedging activities, net of tax
expense of $3,542 and $3,868
(28,113)
(18,948)
Unrealized loss on marketable securities, net of tax benefit of $0 and $23
—
(91)
Total accumulated other comprehensive loss
$
(30,001)
$
(21,010)
46
Note 7 – Income Taxes
For financial reporting purposes, earnings before income taxes include the following components:
For the years ended August 31,
($ in thousands)
2024
2023
2022
United States
$
40,497
$
40,066
$
34,465
Foreign
38,553
60,309
53,403
Earnings before income taxes
$
79,050
$
100,375
$
87,868
Significant components of the income tax provision are as follows:
For the years ended August 31,
($ in thousands)
2024
2023
2022
Current:
Federal
$
9,743
$
8,119
$
5,678
State
2,331
1,690
1,310
Foreign
4,614
18,187
17,474
Total current
16,688
27,996
24,462
Deferred:
Federal
(2,310)
(684)
244
State
(370)
(76)
34
Foreign
(1,215)
760
(2,341)
Total deferred
(3,895)
—
(2,063)
Total income tax provision
$
12,793
$
27,996
$
22,399
Total income tax provision resulted in effective tax rates differing from that of the statutory United States federal
income tax rates. The reasons for these differences are:
For the years ended August 31,
2024
2023
2022
($ in thousands)
Amount
%
Amount
%
Amount
%
U.S. statutory rate
$ 16,601
21.0
$ 21,079
21.0
$ 18,452
21.0
State and local taxes, net of federal tax benefit
1,471
1.9
1,259
1.3
1,069
1.2
Foreign tax rate differences
1,658
2.1
6,017
6.0
3,318
3.8
NOLs
(1,349)
(1.7)
—
—
—
—
U.S. tax reform
—
—
(103)
(0.1)
313
0.4
Deferred tax asset valuation allowance
—
—
(610)
(0.6)
—
—
Federal credits
(1,256)
(1.6)
(445)
(0.4)
(444)
(0.6)
Uncertain tax benefits
(221)
(0.3)
(84)
(0.1)
(369)
(0.4)
Capital gains
—
—
529
0.5
—
—
International credits
(4,386)
(5.5)
—
—
—
—
Other
275
0.3
354
0.3
60
0.1
Effective rate
$ 12,793
16.2
$ 27,996
27.9
$ 22,399
25.5
47
Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and
liabilities for financial reporting purposes and the amounts used for income tax purposes. Significant components of
the Company’s deferred tax assets and liabilities are as follows:
August 31,
($ in thousands)
2024
2023
Deferred tax assets:
Accrued expenses
9,879
$
11,467
Warranty
3,432
3,433
Defined benefit pension plan
1,188
1,253
Inventory
2,825
2,749
Share-based compensation
1,920
1,722
Vacation
1,202
935
Net operating loss and capital loss carry forwards
1,264
189
Deferred revenue
1,329
1,379
Allowance for doubtful accounts
1,343
1,338
Lease liabilities
3,712
3,656
Capitalized research and development expenditures
3,867
2,009
Net investment hedges
41
—
Other
1,392
1,490
Gross deferred tax assets
33,394
31,620
Valuation allowance
(534)
(491)
Net deferred tax assets
$
32,860
$
31,129
Deferred tax liabilities:
Intangible assets
$
(4,802)
$
(5,085)
Property, plant, and equipment
(11,398)
(12,718)
Lease assets
(2,907)
(2,844)
Net investment hedges
—
(286)
Total deferred tax liabilities
$
(19,107)
$
(20,933)
Net deferred tax assets
$
13,753
$
10,196
In assessing the ability to realize deferred tax assets, management considers whether it is more likely than not that
some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is
dependent upon the generation of future taxable income during the periods in which those temporary differences
become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable
income, and tax planning strategies in making this assessment. During the year ended August 31, 2024, the Company
recorded tax benefits totaling $5.9 million in Brazil, which are not expected to repeat in future periods. The impact
of other discrete items in fiscal 2024, 2023, and 2022 was not significant. As of August 31, 2024 and 2023, the
Company had a valuation allowance of $0.5 million related to deferred tax assets in a jurisdiction where the Company
does not expect to realize the deferred benefit.
The Company does not intend to, and has not historically, repatriated earnings of its foreign subsidiaries. Thus, the
Company has not provided a deferred income tax liability on these undistributed earnings that are indefinitely
reinvested. The Company would recognize a deferred income tax liability if the Company were to determine that such
earnings were no longer indefinitely reinvested. There are other taxes that may be incurred if the Company would
repatriate earnings of its foreign subsidiaries. It is not practicable to estimate the amount of income taxes that would
be incurred if the Company would repatriate earnings of its foreign subsidiaries.
The Company recognizes tax benefits only for tax positions that are more likely than not to be sustained upon
examination by tax authorities. The amount recognized is measured as the largest amount of benefit that is greater
than 50 percent likely to be realized upon settlement. Unrecognized tax benefits are tax benefits claimed in the
Company’s tax returns that do not meet these recognition and measurement standards.
48
The amount of unrecognized tax benefits at August 31, 2024 and 2023 did not have a material impact on the Company's
consolidated financial statements. While it is expected that the amount of unrecognized tax benefits will change in the
next twelve months as a result of the expiration of statutes of limitations, the Company does not expect this change to
have a significant impact on its results of operations or financial position.
The Company files income tax returns in the United States and various state and foreign jurisdictions. The Company
is no longer subject to income tax examination by US federal and most state tax authorities for tax years prior to fiscal
2020. Other major jurisdictions where we conduct business generally have statutes of limitations ranging from three
to six years.
Note 8 - Inventories
August 31,
($ in thousands)
2024
2023
Raw materials and supplies
$
84,725
$
83,908
Work in process
10,192
7,820
Finished goods and purchased parts
80,877
86,793
Total inventory value before LIFO adjustment
175,794
178,521
Less adjustment to LIFO value
(21,341)
(22,589)
Inventories, net
$
154,453
$
155,932
Of the $154.5 million and $155.9 million of inventories at August 31, 2024, and 2023, respectively, $42.7 million and
$42.1 million, respectively was valued on the last-in, first-out ("LIFO") basis, and $111.8 million and $113.8 million,
respectively was valued on first-in, first-out ("FIFO") or average cost methods.
Note 9 – Property, Plant, and Equipment
August 31,
($ in thousands)
2024
2023
Operating property, plant, and equipment:
Land
$
7,291
$
6,144
Buildings
58,145
57,606
Machinery and equipment
105,061
99,466
Furniture and fixtures
9,157
8,807
Computer hardware and software
27,907
26,684
Construction in progress
24,854
8,238
Total operating property, plant, and equipment
232,415
206,945
Accumulated depreciation
(139,892)
(130,923)
Total operating property, plant, and equipment, net
92,523
76,022
Property held for lease:
Machines
15,914
16,398
Barriers
32,286
34,398
Total property held for lease
48,200
50,796
Accumulated depreciation
(27,908)
(27,137)
Total property held for lease, net
20,292
23,659
Property, plant, and equipment, net
$
112,815
$
99,681
Depreciation expense was $14.8 million, $13.9 million, and $13.5 million for fiscal 2024, 2023, and 2022,
respectively.
Note 10 – Goodwill and Other Intangible Assets
The carrying amount of goodwill by reportable segment for the year ended August 31, 2024 and August 31, 2023 is
as follows:
49
($ in thousands)
Irrigation
Infrastructure
Total
Balance as of August 31, 2022
51,747
15,383
67,130
Acquisition of FieldWise
15,589
—
15,589
Foreign currency translation
35
367
402
Balance as of August 31, 2023
67,371
15,750
83,121
FieldWise purchase accounting adjustments
1,004
—
1,004
Foreign currency translation
(23)
92
69
Balance as of August 31, 2024
$
68,352
$
15,842
$
84,194
The components of the Company’s identifiable intangible assets and their weighted average remaining life at August
31, 2024 and 2023 are included in the table below.
August 31,
2024
2023
Weighted
Gross
Weighted
Gross
average
carrying
Accumulated
average
carrying
Accumulated
($ in thousands)
years
amount
amortization
years
amount
amortization
Definite lived intangible assets:
Patents and developed
technology
2.9
$ 29,308
$
(25,460)
3.1
$ 28,658
$
(24,402)
Customer relationships
6.7
26,037
(16,470)
6.8
26,030
(14,506)
Indefinite lived intangible assets:
Tradenames
N/A
11,951
—
N/A
11,939
—
Total
5.6
$ 67,296
$
(41,930)
5.7
$ 66,627
$
(38,908)
Amortization expense for amortizable intangible assets was $2.9 million, $2.0 million, and $2.0 million for fiscal
2024, 2023, and 2022, respectively.
Future estimated amortization of intangible assets for the next five years is as follows:
Fiscal years
$ in thousands
2025
$
2,200
2026
1,564
2027
1,564
2028
1,528
2029
1,124
Thereafter
5,435
$
13,415
The Company updated its impairment evaluation of goodwill and intangible assets with indefinite lives at August 31,
2024. No impairment losses were indicated as a result of the annual impairment testing for fiscal 2024, 2023 and
2022.
50
Note 11 – Other Current Liabilities
August 31,
($ in thousands)
2024
2023
Other current liabilities:
Compensation and benefits
$
21,673
$
24,957
Contract liabilities
20,496
18,800
Warranties
14,180
14,535
Dealer related liabilities
9,072
9,629
Tax related liabilities
6,544
9,187
Operating lease liabilities
3,623
3,028
Deferred revenue - lease
2,740
2,830
Accrued insurance
1,053
1,163
Accrued environmental liabilities
462
1,287
Other
8,328
6,188
Total other current liabilities
$
88,171
$
91,604
Note 12 – Credit Arrangements
Senior Notes. The Company has outstanding $115.0 million in aggregate principal amount of unsecured 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 and 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 future acquisitions. At August 31, 2024 and 2023, 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 August
31, 2024, 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. The Revolving Credit Facility was amended in 2021, which changed the benchmark rate from
the London Interbank Offered Rate (“LIBOR”) to the Secured Overnight Financing Rate (“SOFR”). Borrowings
under the Revolving Credit Facility bear interest at a variable rate equal to the 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
6.67 percent at August 31, 2024), 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 (0.125 percent at August 31, 2024) on the unused balance depending on the Company’s leverage ratio then
in effect.
51
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 into
the Senior Notes for the benefit of the 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 August 31, 2024 and 2023, the Company was in compliance with all financial
loan covenants contained in its credit arrangements in place as of each of those dates.
Series 2006A Bonds. Elecsys International, LLC, a wholly owned subsidiary of the Company, has outstanding $0.5
million in principal amount of industrial revenue bonds that were issued in 2006 (the “Series 2006A Bonds”).
Principal and interest on the Series 2006A Bonds are payable monthly through maturity on September 1, 2026. The
interest rate is adjustable every five years based on the yield of the 5-year United States Treasury Notes, plus 0.45
percent (2.06 percent as of August 31, 2024 through maturity). The obligations under the Series 2006A Bonds are
secured by a first priority security interest in certain real estate.
Long-term debt consists of the following:
August 31,
($ in thousands)
2024
2023
Series A Senior Notes
$
115,000
$
115,000
Elecsys Series 2006A Bonds
492
710
Total debt
115,492
115,710
Less current portion
(228)
(226)
Less debt issuance costs
(270)
(320)
Total long-term debt
$
114,994
$
115,164
Principal payments due on the debt are as follows:
Due within
$ in thousands
1 year
$
228
2 years
233
3 years
31
Thereafter
115,000
$
115,492
Note 13 – Leases
The Company, as lessee, has operating leases primarily for office space, manufacturing facilities, equipment, and
vehicles. The Company determines if a contract is or contains a lease at the inception of the contract based on whether
the contract conveys the right to control the use of an identified asset over a period of time in exchange for
consideration. The Company considers disclosures related to its transactions as a lessor to not be material and has
omitted such disclosures.
The Company elected, for all classes of underlying assets, to not separate lease and non-lease components and instead
will treat the lease agreement as a single lease component for all asset classes.
Short-term operating leases, which have an initial expected term of twelve months or less, are not recorded on the
consolidated balance sheet. Such fixed lease payments are recognized within the consolidated statement of earnings
on a straight-line basis over the lease term. Any variable payments associated with short-term operating leases are
recognized within the consolidated statement of earnings as they are incurred. The Company did not recognize any
expense for such leases during the twelve months ended August 31, 2024 and 2023.
Many of the Company’s leases contain renewal or extension options. The Company includes all renewal or extension
periods that it is reasonably certain to exercise at lease commencement within the measurement of the ROU asset and
lease liability.
52
The Company’s lease portfolio consists of operating leases which are included in operating lease ROU assets and
operating lease liabilities in the consolidated balance sheet. Operating lease ROU assets and liabilities are recognized
at the lease commencement date based on the present value of lease payments over the lease term. To calculate the
present value of future lease payments, the Company uses an incremental borrowing rate that estimates a collateralized
rate based on the expected term of the lease.
Lease cost and other information related to the Company’s operating leases are as follows:
August 31,
($ in thousands)
2024
2023
Operating lease cost (cost resulting from lease payments)
$
4,386
$
4,114
Variable lease cost (cost excluded from lease payments)
567
536
Total lease cost
$
4,953
$
4,650
Operating cash outflows from operating leases
$
4,593
$
4,205
Weighted average lease term - operating leases
7.4 years
8.3 years
Weighted average discount rate - operating leases
3.7%
3.5%
Supplemental balance sheet information related to operating leases are as follows:
August 31,
($ in thousands)
Classification
2024
2023
Operating lease ROU assets
Operating lease right-of-use assets
$
15,693
$
17,036
Operating lease short-term liabilities
Other current liabilities
3,623
3,028
Operating lease long-term liabilities
Operating lease liabilities
15,541
17,689
Total lease liabilities
$
19,164
$
20,717
The minimum lease payments under operating leases expiring subsequent to August 31, 2024 are as follows:
Fiscal year ending
$ in thousands
2025
$
4,486
2026
3,640
2027
2,841
2028
2,028
2029
1,704
Thereafter
7,710
Total lease payments
22,409
Less: interest
3,245
Present value of lease liabilities
$
19,164
53
Note 14 – 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 August 31, 2024 and 2023, respectively:
August 31, 2024
($ in thousands)
Level 1
Level 2
Level 3
Total
Cash and cash equivalents
$
190,879
$
—
$
—
$
190,879
Marketable securities:
Corporate bonds
—
—
—
—
U.S. treasury securities
—
—
—
—
Derivative asset
—
603
—
603
Derivative liability
—
(777)
—
(777)
August 31, 2023
($ in thousands)
Level 1
Level 2
Level 3
Total
Cash and cash equivalents
$
160,755
$
—
$
—
$
160,755
Marketable securities:
Corporate bonds
—
4,095
—
4,095
U.S. treasury securities
—
1,461
—
1,461
Derivative asset
—
1,672
—
1,672
Derivative liability
—
(457)
—
(457)
The carrying value of long-term debt (including current portion) was $115.5 million and $115.7 million at August 31,
2024 and 2023, respectively. The fair value of this debt was estimated to be $105.5 million and $102.0 million as of
August 31, 2024 and 2023, respectively, based on current market rates as of the respective year-ends.
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 second quarter of fiscal 2026
and the third quarter of fiscal 2027 with a total notional amount of $100.0 million, or €91.7 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 consolidated balance sheets and the fair value
of these contracts is recorded within other noncurrent assets and other noncurrent liabilities on the consolidated
balance sheets. The fair value of these contracts as of August 31, 2024, is included in the table above as either
derivative assets or derivative liabilities.
During fiscal 2024, the Company settled foreign currency forward contracts resulting in a net loss of $0.1 million
which were recorded in the consolidated statements of earnings. At August 31, 2024 the Company had an outstanding
foreign currency forward contract to sell a notional amount of 144.8 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.
54
Note 15 – Commitments and Contingencies
In the ordinary course of its business operations, the Company enters into arrangements that obligate it to make future
payments under contracts such as lease agreements. Additionally, the Company is involved, from time to time, in
commercial litigation, employment disputes, administrative proceedings, business disputes and other legal
proceedings. The Company has established accruals for certain proceedings 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 Litigation
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 twelve 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 twelve 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 twelve state plaintiffs.
On November 27, 2023, following the dismissal of the Relator’s FCA Lawsuit, the Relator filed under seal a
subsequent qui tam lawsuit on behalf of the State of Tennessee against the Company, certain of its subsidiaries, and
certain third parties which originally designed the X-Lite end terminal (the “Tennessee FATA Lawsuit”) in the Circuit
Court of Davidson County, Nashville, Tennessee (the “Tennessee Circuit Court”) making substantially similar
allegations relating to the Company’s X-Lite end terminal and potential violations of the Tennessee Fraud Against
Taxpayers Act. On March 26, 2024, the State of Tennessee, which had previously consented to the dismissal of the
FCA Lawsuit without prejudice, filed under seal a notice of its election to decline to intervene in the Tennessee FATA
Lawsuit. On May 17, 2024, the Tennessee Circuit Court filed an order to unseal the case documents, and the Company
and its named subsidiaries were subsequently notified of the Tennessee FATA Lawsuit and served in June 2024.
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
55
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 August 31, 2024 and 2023, $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 $9.1 million on an undiscounted basis at August 31, 2024 and 2023.
The Company accrues the anticipated cost of investigation and remediation when the obligation is probable and can
be reasonably estimated. While the plan has not been formally approved by the EPA, the Company believes the current
accrual is a good faith estimate of the long-term cost of remediation at this site; however, the estimate of costs and
their timing could change as a result of a number of factors, including but not limited to (1) EPA input on the proposed
remediation plan and any changes which the EPA may subsequently require, (2) refinement of cost estimates and
length of time required to complete remediation and post-remediation operations and maintenance, (3) effectiveness
of the technology chosen in remediation of the site as well as changes in technology that may be available in the future,
and (4) unforeseen circumstances existing at the site. As a result of these factors, the actual amount of costs incurred
by the Company in connection with the remediation of contamination of its Lindsay, Nebraska site could exceed the
amounts accrued for this expense at this time. While any revisions could be material to the operating results of any
fiscal quarter or fiscal year, the Company does not expect such additional expenses would have a material adverse
effect on its liquidity or financial condition.
The following table summarizes the environmental remediation liability classifications included in the consolidated
balance sheets as of August 31, 2024 and 2023:
($ in thousands)
August 31,
Balance sheet location
2024
2023
Other current liabilities
$
462
$
1,287
Other noncurrent liabilities
10,167
10,175
Total environmental remediation liabilities
$
10,629
$
11,462
Note 16 – Retirement Plans
The Company has defined contribution profit-sharing plans covering substantially all of its full-time U.S. employees.
Participants may voluntarily contribute a percentage of compensation, but not in excess of the maximum allowed
under the Internal Revenue Code. The plans provide for a matching contribution by the Company. The Company’s
total contributions charged to expense under the plans were $1.4 million, $1.3 million, and $1.2 million for the years
ended August 31, 2024, 2023, and 2022, respectively.
A supplementary non-qualified, non-funded retirement plan for five former executives is also maintained.
Plan
benefits are based on the executive’s average total compensation during the three highest compensation years of
employment. This unfunded supplemental retirement plan is not subject to the minimum funding requirements of
ERISA. While the plan is unfunded, the Company has purchased life insurance policies on certain former executives
named in this supplemental retirement plan to provide funding for this liability. The cash surrender values of these
insurance policies are recorded as other noncurrent assets.
56
As of August 31, 2024 and 2023, the funded status of the supplemental retirement plan was recorded in the
consolidated balance sheets. The Company utilizes an August 31 measurement date for plan obligations related to the
supplemental retirement plan.
As this is an unfunded retirement plan, the funded status is equal to the benefit
obligation.
The funded status of the plan and the net amount recognized in the accompanying balance sheets as of August 31 is
as follows:
August 31,
($ in thousands)
2024
2023
Change in benefit obligation:
Benefit obligation at beginning of year
$
4,912
$
5,422
Interest cost
232
211
Actuarial loss (gain)
83
(191)
Benefits paid
(530)
(530)
Benefit obligation at end of year
$
4,697
$
4,912
Amounts recorded in the consolidated balance sheets for the pension benefit obligation consist of:
August 31,
($ in thousands)
2024
2023
Other current liabilities
$
530
$
530
Other non-current liabilities
4,167
4,382
Net amount recognized
$
4,697
$
4,912
The before-tax amounts recognized in accumulated other comprehensive loss consists of:
August 31,
($ in thousands)
2024
2023
Net actuarial loss
$
(2,482)
$
(2,591)
For the years ended August 31, 2024 and 2023, the Company assumed a discount rate of 5.1 percent and 5.0 percent,
respectively, for the determination of the liability. The assumptions used to determine benefit obligations and costs
are selected based on current and expected market conditions. The discount rate is based on a hypothetical portfolio
of long-term corporate bonds with cash flows approximating the timing of expected benefit payments.
For the years ended August 31, 2024, 2023, and 2022, the Company assumed a discount rate of 5.0 percent, 4.1
percent, and 2.6 percent, respectively, for the determination of the net periodic benefit cost. The components of the
net periodic benefit cost for the supplemental retirement plan recorded within other income (expense) on the
consolidated statement of earnings are as follows:
For the years ended August 31,
($ in thousands)
2024
2023
2022
Interest cost
$
232
$
211
$
156
Net amortization and deferral
191
211
255
Total
$
423
$
422
$
411
The estimated actuarial loss for the supplemental retirement plan that will be amortized, on a pre-tax basis, from
accumulated other comprehensive loss into net periodic benefit cost during fiscal 2025 will be $0.2 million.
57
The Company’s future annual contributions to the supplemental retirement plan will be equal to expected net benefit
payments since the plan is unfunded. The following net benefit payments are expected to be paid:
Fiscal years
$ in thousands
2025
$
513
2026
501
2027
487
2028
472
2029
455
Thereafter
2,269
$
4,697
Note 17 - Warranties
Product Warranties
The Company generally warrants its products against certain manufacturing and other defects and estimates the
amount of warranty accrual based on various factors, including historical warranty costs, current claim trends, and
operating revenue. 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:
For the years ended August 31,
($ in thousands)
2024
2023
Product warranty accrual balance, beginning of period
$
14,535
$
14,080
Liabilities accrued for warranties during the period
7,951
10,911
Warranty claims paid during the period
(8,306)
(10,456)
Changes in estimates
—
—
Product warranty accrual balance, end of period
$
14,180
$
14,535
Warranty costs were $8.0 million, $10.9 million, and $10.7 million for fiscal 2024, 2023, and 2022, respectively.
Note 18 – Industry Segment Information
The Company manages its business activities in two reportable segments: Irrigation and Infrastructure.
The
accounting policies of the two reportable segments are the same as those described in Note 1 – Description of Business
and Significant Accounting Policies. The Company evaluates the performance of its reportable segments based on
segment revenues and operating income, with operating income for segment purposes excluding unallocated corporate
general and administrative expenses, interest income, interest expense, other income and expenses, and income taxes.
Operating income for segment purposes does include general and administrative expenses, selling expenses,
engineering and research expenses and other overhead charges directly attributable to the segment. There are no inter-
segment sales included in the amounts disclosed.
Irrigation
This reporting segment includes the manufacture and marketing of center pivot, lateral move, and hose reel irrigation
systems and large diameter steel tubing, as well as various innovative technology solutions such as GPS positioning
and guidance, variable rate irrigation, remote irrigation management and scheduling technology, irrigation consulting
and design, and industrial internet of things, or "IIoT", solutions. The irrigation reporting segment consists of one
operating segment.
58
Infrastructure
This reporting segment includes the manufacture and marketing of moveable barriers, specialty barriers, crash
cushions and end terminals, and road marking and road safety equipment. The infrastructure reporting segment
consists of one operating segment.
The Company has no single major customer representing ten percent or more of its total revenues during fiscal 2024,
2023, or 2022.
Summarized financial information concerning the Company’s reportable segments is shown in the following tables:
($ in thousands)
2024
2023
2022
Operating revenues:
Irrigation:
North America
$
302,148
$
309,538
$
355,683
International
211,748
276,493
310,146
Irrigation total
513,896
586,031
665,829
Infrastructure
93,178
88,053
104,914
Total operating revenues
$
607,074
$
674,084
$
770,743
Operating income:
Irrigation
$
87,547
$
121,969
$
105,763
Infrastructure
18,995
12,067
18,328
Corporate
(29,934)
(31,852)
(29,448)
Total operating income
76,608
102,184
94,643
Total other income (expense)
2,442
(1,809)
(6,775)
Earnings before income taxes
$
79,050
$
100,375
$
87,868
Total capital expenditures:
Irrigation
$
24,720
$
13,043
$
10,679
Infrastructure
4,207
5,287
3,798
Corporate
52
445
1,118
$
28,979
$
18,775
$
15,595
Depreciation and amortization:
Irrigation
$
14,480
$
12,834
$
13,011
Infrastructure
4,396
4,023
3,781
Corporate
2,324
2,425
3,386
$
21,200
$
19,282
$
20,178
Summarized financial information concerning the Company’s geographical areas is shown in the following tables.
For the years ended August 31,
($ in thousands)
2024
2023
2022
Revenues
% of total
Revenues
% of total
Revenues
% of total
United States
$
338,429
56
$
347,238
52 $
394,080
51
International
268,645
44
326,846
48
376,663
49
Total revenues
$
607,074
100
$
674,084
100 $
770,743
100
For the years ended August 31,
($ in thousands)
2024
2023
2022
Long-lived
tangible
assets
% of total
Long-lived
tangible
assets
% of total
Long-lived
tangible
assets
% of total
United States
$
89,175
79
$
76,428
77
$
70,643
75
International
23,640
21
23,253
23
23,829
25
Total long-lived assets
$
112,815
100
$
99,681
100
$
94,472
100
59
Total assets by reportable segment are not disclosed because such information is not used by the Company to allocate
resources or evaluate performance.
Note 19 – Share-Based Compensation
Share-Based Compensation Program
Share-based compensation is designed to reward employees for their long-term contributions to the Company and
provide incentives for them to remain with the Company. The number and frequency of share grants are based on
competitive practices, operating results of the Company, and individual performance. As of August 31, 2024, the
Company’s share-based compensation plan was the 2015 Long-Term Incentive Plan (the “2015 Plan”). The 2015 Plan
was approved by the shareholders of the Company, and became effective on January 26, 2015, and replaced the
Company’s 2010 Long Term Incentive Plan. At August 31, 2024, all outstanding awards were granted under the 2015
Plan.
The 2015 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 2015 Plan is 626,968 shares, exclusive
of any forfeitures from the 2010 Long-Term Incentive Plan. At August 31, 2024, 152,646 shares of common stock
(including forfeitures from prior plans) remained available for issuance under the 2015 Plan. All stock awards will be
counted against the 2015 Plan in a 1 to 1 ratio. The 2015 Plan also limits the total awards that may be made to any
individual.
Share-Based Compensation Information
The following table summarizes share-based compensation expense for fiscal 2024, 2023, and 2022:
For the years ended August 31,
($ in thousands)
2024
2023
2022
Share-based compensation expense included in cost of
operating revenues
$
183
$
183
$
257
Engineering and research
190
232
210
Selling
650
632
577
General and administrative
5,473
5,651
4,637
Share-based compensation expense included in
operating expenses
6,313
6,515
5,424
Total share-based compensation expense
6,496
6,698
5,681
Tax benefit
(1,527)
(1,574)
(1,335)
Share-based compensation expense, net of tax
$
4,969
$
5,124
$
4,346
As of August 31, 2024, there was $7.7 million pre-tax of total unrecognized compensation cost related to non-vested
share-based compensation arrangements which is expected to be recognized over a weighted average period of 1.7
years.
Stock Options – Stock option awards have an exercise price equal to the closing price on the date of grant, expire no
later than ten years from the date of grant and vest evenly over a three year period. The fair value of stock option
awards is estimated using the Black-Scholes option pricing model. The table below shows the annual weighted average
assumptions used for valuation purposes.
Grant year
Fiscal 2024
Fiscal 2023
Fiscal 2022
Risk-free interest rate
4.8%
4.4%
1.2%
Dividend yield
1.2%
0.9%
0.9%
Expected life (years)
5
5
5
Volatility
37.8%
35.7%
33.8%
Weighted average grant-date fair value of options granted
$
44.22
$
55.53
$
41.80
The risk-free rate is based on the U.S. Treasury yield curve in effect at the time of grant; the dividend yield is calculated
as the ratio of dividends paid per share of common stock to the stock price on the date of grant; the expected life is
60
based on historical and expected exercise behavior; and volatility is based on the historical volatility of the Company’s
stock price over the expected life of the option.
The following table summarizes stock option activity for fiscal 2024:
Number of
stock options
Average
exercise price
Average
remaining
contractual
term (years)
Aggregate
intrinsic value
(thousands)
Stock options outstanding at August 31, 2023
118,470
$
115.96
6.6
$
2,139
Granted
31,199
120.54
Exercised
(5,217)
91.87
217
Forfeited/cancelled
(2,276)
141.58
6
Stock options outstanding at August 31, 2024
142,176
$
117.44
6.4
$
2,075
Stock options exercisable at August 31, 2024
90,964
$
108.34
5.1
$
1,968
There were 19,995, 19,617, and 47,222 outstanding stock options that vested during fiscal 2024, 2023, and 2022,
respectively. Additional information regarding stock option exercises is summarized in the table below.
For the years ended August 31,
($ in thousands, except fair value amounts)
2024
2023
2022
Intrinsic value of stock options exercised
$
217
$
23
$
1,737
Cash received from stock option exercises
$
479
$
32
$
2,894
Tax benefit realized from stock option exercises
$
18
$
1
$
140
Weighted average grant-date fair value of stock options vested
$
27.14
$
40.66
$
34.19
Restricted stock units – The restricted stock units have a grant date fair value equal to the fair market value of the
underlying stock on the grant date less present value of expected dividends. The restricted stock units granted to
employees vest ratably over a three-year period. The restricted stock units granted to non-employee directors generally
vest over a nine-month period.
The following table summarizes restricted stock unit activity for fiscal 2024:
Number of
restricted
stock units
Weighted
average grant-
date fair value
Restricted stock units outstanding at August 31, 2023
41,572
$
108.54
Granted
33,558
119.85
Vested
(20,072)
137.91
Forfeited / Cancelled
(2,477)
131.95
Restricted stock units outstanding at August 31, 2024
52,581
$
131.12
61
Restricted stock units are generally settled with the issuance of shares with the exception of certain restricted stock
units awarded to internationally-based employees that are settled in cash. At August 31, 2024, 2023, and 2022,
outstanding restricted stock units included 4,742, 4,039, and 4,412 units, respectively, that will be settled in cash. The
fair value of restricted stock units that vested during the period was $2.3 million and $3.7 million for each of the years
ended August 31, 2024 and 2023, respectively. Share issuances are presented net of share repurchases to cover payroll
taxes of $1.6 million, $2.5 million, and $1.2 million for each of the years ended August 31, 2024, 2023, and 2022,
respectively.
Performance stock units – The performance stock units have a grant-date fair value equal to the fair market value of
the underlying stock on the grant date less present value of expected dividends. The performance stock units granted
to employees cliff vest after a three year period and a specified number of shares of common stock will be awarded
under the terms of the performance stock units, if performance measures relating to revenue growth and a return on
net assets are achieved.
The table below summarizes performance stock unit activity for fiscal 2024:
Number of
performance
stock units
Weighted
average grant-
date fair value
Performance stock units outstanding at August 31, 2023
37,510
$
151.67
Granted
21,248
141.63
Vested
(10,892)
127.16
Forfeited / cancelled
(1,444)
154.48
Performance stock units outstanding at August 31, 2024
46,422
$
152.67
Performance stock units outstanding as of August 31, 2024 and issued during fiscal 2024, 2023, and 2022 include
performance goals based on a return on invested capital and total shareholder return ("TSR") relative to the Company’s
peers during the performance period. The awards actually earned will range from zero to two hundred percent of the
targeted number of performance stock units and will be paid in shares of common stock. Shares earned will be
distributed upon vesting on the first day of November following the end of the three-year performance period. For
the return on invested capital portion of the award, 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. For the TSR portion of the award, compensation expense is recorded ratably over
the three-year term of the award based on the estimated grant date fair value. In fiscal 2024, 2023, and 2022
performance stock units that vested represented 13,893, 18,688, and 18,998 respectively, of actual shares of common
stock issued.
The fair value of the TSR portion of the awards granted in fiscal 2024, 2023, and 2022 was estimated at the grant date
using a Monte Carlo simulation model which included the following assumptions:
Grant year
Fiscal 2024
Fiscal 2023
Fiscal 2022
Expected term (years)
3
3
3
Risk-free interest rate
4.9%
4.5%
0.7%
Volatility
34.6%
38.6%
39.1%
Dividend yield
1.2%
0.9%
0.9%
Note 20 – 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 year ended August 31, 2024, the Company repurchased 194 thousand shares of its common stock under
the program in open market transactions for $22.5 million, including excise taxes of $0.2 million. There were no
62
shares repurchased during the year ended August 31, 2023. As of August 31, 2024, the repurchased shares were held
as treasury stock and $41.4 million of the authorization remained available for future share repurchases.
63
ITEM 9 — Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
Not applicable.
ITEM 9A — Controls and Procedures
Evaluation of Disclosure Controls and Procedures
As of the end of the period covered by this report, the Company carried out an evaluation, under the supervision and
with the participation of the Company’s management, including the Company’s Chief Executive Officer and Chief
Financial Officer, of the effectiveness of the design and operation of the Company’s disclosure controls and
procedures, as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as amended. The
Company’s disclosure controls and procedures are designed to ensure that information required to be disclosed in the
reports that are filed or submitted under the Securities Exchange Act of 1934, as amended, is recorded, processed,
summarized and reported within the time periods specified in the rules and forms of the Securities and Exchange
Commission and to ensure the information required to be disclosed is accumulated and communicated to management,
including principal executives and financial officers, as appropriate to allow timely decisions regarding required
disclosures.
Based upon that evaluation, the Company’s Chief Executive Officer and Chief Financial Officer
concluded that the Company’s disclosure controls and procedures were effective as of the end of the period covered
by this report.
Management’s Report on Internal Control over Financial Reporting
Management is responsible for establishing and maintaining adequate internal control over financial reporting for the
Company. The Company’s internal control system was designed to provide reasonable assurance to the Company’s
management and board of directors regarding the preparation and fair presentation of published financial statements.
Management has assessed the effectiveness of the Company’s internal control over financial reporting as of August
31, 2024, based on the criteria for effective internal control described in Internal Control – Integrated Framework
(2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on its assessment,
management concluded that the Company’s internal control over financial reporting was effective as of August 31,
2024.
The Audit Committee has engaged KPMG LLP, the independent registered public accounting firm that audited the
consolidated financial statements included in this Annual Report on Form 10-K, to attest to and report on
management’s evaluation of the Company’s internal control over financial reporting. The report of KPMG LLP is
included herein.
Changes in Internal Control over Financial Reporting
There were no changes in the Company’s internal controls over financial reporting that occurred during the quarter
ended August 31, 2024 that materially affected, or are reasonably likely to materially affect, the Company’s internal
control over financial reporting.
64
Report of Independent Registered Public Accounting Firm
To the Shareholders and Board of Directors
Lindsay Corporation:
Opinion on Internal Control Over Financial Reporting
We have audited Lindsay Corporation and subsidiaries' (the Company) internal control over financial reporting as of
August 31, 2024, based on criteria established in Internal Control – Integrated Framework (2013) issued by the
Committee of Sponsoring Organizations of the Treadway Commission. In our opinion, the Company maintained, in
all material respects, effective internal control over financial reporting as of August 31, 2024, based on criteria
established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring
Organizations of the Treadway Commission.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United
States) (PCAOB), the consolidated balance sheets of the Company as of August 31, 2024 and 2023, the related
consolidated statements of earnings, comprehensive income, shareholders’ equity, and cash flows for each of the
years in the three-year period ended August 31, 2024, and the related notes and financial statement schedule
(collectively, the consolidated financial statements), and our report dated October 24, 2024 expressed an unqualified
opinion on those consolidated financial statements.
Basis for Opinion
The Company’s management is responsible for maintaining effective internal control over financial reporting and
for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying
Management`s Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on
the Company’s internal control over financial reporting based on our audit. We are a public accounting firm
registered with the PCAOB and are required to be independent with respect to the Company in accordance with the
U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and
the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting
was maintained in all material respects. Our audit of internal control over financial reporting included obtaining an
understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and
testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit
also included performing such other procedures as we considered necessary in the circumstances. We believe that
our audit provides a reasonable basis for our opinion.
Definition and Limitations of Internal Control Over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance
regarding the reliability of financial reporting and the preparation of financial statements for external purposes in
accordance with generally accepted accounting principles. A company’s internal control over financial reporting
includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail,
accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable
assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance
with generally accepted accounting principles, and that receipts and expenditures of the company are being made
only in accordance with authorizations of management and directors of the company; and (3) provide reasonable
assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s
assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.
Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become
inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may
deteriorate.
/s/ KPMG LLP
Omaha, Nebraska
October 24, 2024
65
ITEM 9B — Other Information
None.
ITEM 9C — Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
None.
66
PART III
ITEM 10 — Directors, Executive Officers and Corporate Governance
The Company will file with the Securities and Exchange Commission a definitive Proxy Statement for its upcoming
Annual Meeting of Stockholders (the “Proxy Statement”) not later than 120 days after the close of its fiscal year ended
August 31, 2024. Information about the Board of Directors required by this Item 10 is incorporated by reference to
the discussion responsive thereto under the captions “Board of Directors and Committees” and “Corporate
Governance” in the Proxy Statement.
Please see the information concerning our executive officers contained in Item 1 of Part I herein under the caption
“Information About Our Executive Officers” which is included therein in accordance with the Instruction to Item 401
of Regulation S-K.
Code of Ethics – The Company has adopted a code of ethics applicable to the Company’s principal executive officer
and senior financial officers known as the Code of Ethical Conduct (Principal Executive Officer and Senior Financial
Officers). The Code of Ethical Conduct (Principal Executive Officer and Senior Financial Officers) is available on
the Company’s website. In the event that the Company amends or waives any of the provisions of the Code of Ethical
Conduct applicable to the principal executive officer and senior financial officers, the Company intends to disclose
the same on the Company’s website at www.lindsay.com. No waivers were provided for the fiscal year ended August
31, 2024.
Insider Trading – The Company has adopted a Policy Concerning Restrictions on Insider Trading that governs the
purchase, sale, and/or other dispositions of the Company's securities by directors, officers, and employees that is
reasonably designed to promote compliance with insider trading laws, rules, and regulations, and any listing standards
applicable to the Company. A copy of the Company's Policy Concerning Restrictions on Insider Trading is filed as
Exhibit 19 to this Annual Report on Form 10-K.
ITEM 11 — Executive Compensation
The information required by this Item 11 is incorporated by reference to the discussion responsive thereto under the
captions “Compensation Discussion and Analysis,” Compensation Committee Report,” “Pay Ratio Information,”
“Executive Compensation,” “Compensation of Directors,” and “Compensation Committee Interlocks and Insider
Participation” in the Proxy Statement.
ITEM 12 — Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
The information required by this Item 12 relating to security ownership of certain beneficial owners and management
is incorporated by reference to the discussion responsive thereto under the caption “Voting Securities and Beneficial
Ownership Thereof by Principal Stockholders, Directors and Officers” in the Proxy Statement.
Equity Compensation Plan Information - The following equity compensation plan information summarizes plans and
securities approved by security holders as of August 31, 2024 (there were no equity compensation plans not approved
by security holders as of August 31, 2024):
(a)
(b)
(c)
Plan category
Number of securities to
be issued upon exercise
of outstanding options,
warrants, and rights
Weighted-average
exercise price of
outstanding options,
warrants, and rights
Number of securities
remaining available for
future issuance under
equity compensation plans
(excluding securities
reflected in column (a))
Equity compensation plans
approved by security holders (1) (2)
236,437
$
117.44
152,646
Total
236,437
$
117.44
152,646
(1)
Plans approved by stockholders include the Company’s 2010 and 2015 Long-Term Incentive Plans. While certain share-based awards remain
outstanding under the Company’s 2010 Long-Term Incentive Plan, no future equity compensation awards may be granted under such plan.
(2)
Column (a) includes (i) 46,422 shares that could be issued under performance stock units (“PSU”) outstanding at August 31, 2024, and (ii)
47,839 shares that could be issued under restricted stock units (“RSU”) outstanding at August 31, 2024. The PSUs are earned and Common
Stock issued if certain predetermined performance criteria are met. Actual shares issued may be equal to, less than or greater than (but not
more than 200 percent of) the number of outstanding PSUs included in column (a), depending on actual performance. The RSUs vest and are
67
payable in Common Stock after the expiration of the time periods set forth in the related agreements. Column (b) does not take these PSU
and RSU awards into account because they do not have an exercise price.
ITEM 13 — Certain Relationships and Related Transactions, and Director Independence
The information required by this Item 13 is incorporated by reference to the discussion responsive thereto under the
captions “Corporate Governance” and “Related Party Transactions” in the Proxy Statement.
ITEM 14 — Principal Accounting Fees and Services
Our independent registered public accounting firm is KPMG LLP, Omaha, Nebraska, Auditor Firm ID: 185. The
information required by this Item 14 is incorporated by reference to the discussion responsive thereto under the caption
“Proposal 2 Ratification of Appointment of Independent Registered Public Accounting Firm” in the Proxy Statement.
68
PART IV
ITEM 15 — Exhibit and Financial Statement Schedules
(a)(1) Financial Statements.
The following financial statements of Lindsay Corporation and Subsidiaries are included in Part II Item 8.
Page
Report of Independent Registered Public Accounting Firm............................................................................
31
Consolidated Statements of Earnings for the years ended August 31, 2024, 2023, and 2022 ........................
33
Consolidated Statements of Comprehensive Income for the years ended August 31, 2024, 2023, and 2022.
34
Consolidated Balance Sheets as of August 31, 2024 and 2023.......................................................................
35
Consolidated Statements of Shareholders' Equity for the years ended August 31, 2024, 2023, and 2022 .....
36
Consolidated Statements of Cash Flows for the years ended August 31, 2024, 2023, and 2022....................
37
Notes to Consolidated Financial Statements ...................................................................................................
38-61
Valuation and Qualifying Accounts – Years ended August 31, 2024, 2023, and 2022 ..................................
69
Financial statements and schedules other than those listed are omitted for the reason that they are not required, are not
applicable or that equivalent information has been included in the financial statements or notes thereto.
69
(a)(2) Financial Statement Schedule.
Lindsay Corporation and Subsidiaries
VALUATION AND QUALIFYING ACCOUNTS
Years ended August 31, 2024, 2023, and 2022
Additions
(in thousands)
Balance at
beginning
of period
Charges to
costs and
expenses
Charged to
other
accounts
Deductions
Balance
at end of
period
Year ended August 31, 2024:
Deducted in the balance sheet from the
assets to which they apply:
Allowance for doubtful accounts (1)
$
5,048
694
—
591 $
5,151
Deferred tax asset valuation allowance (2)
491
—
43
—
534
Year ended August 31, 2023:
Deducted in the balance sheet from the
assets to which they apply:
Allowance for doubtful accounts (1)
$
4,118
881
—
(49)$
5,048
Deferred tax asset valuation allowance (2)
1,203
—
—
(712)
491
Year ended August 31, 2022:
Deducted in the balance sheet from the
assets to which they apply:
Allowance for doubtful accounts (1)
$
3,422
903
—
207 $
4,118
Deferred tax asset valuation allowance (2)
1,091
—
112
—
1,203
(1)
Deductions consist of uncollectible items reserved, less recoveries of items previously reserved.
(2)
Additions and deductions consist of changes to deferred tax assets not expected to be realized.
(a)(3) Exhibits. The list of the Exhibits in the Exhibit Index is incorporated into this item by reference.
(b) See Exhibit Index below.
70
EXHIBIT INDEX
Exhibit
Number
Description
3.1
Restated Certificate of Incorporation of the Company, incorporated by reference to Exhibit 3.1 to the Company’s
Current Report on Form 8-K filed on December 14, 2006.
3.2
Amended and Restated By-Laws of the Company, incorporated by reference to Exhibit 3.1 to the Company’s Current
Report on Form 8-K filed on August 22, 2023.
4.1
Specimen Form of Common Stock Certificate incorporated by reference to Exhibit 4(a) to the Company’s Quarterly
Report on Form 10-Q for the fiscal quarter ended November 30, 2006.
4.2
Description of the Registrant’s Securities, incorporated by reference to Exhibit 4.2 to the Company’s Annual Report
on Form 10-K for the fiscal year ended August 31, 2019.
10.1
Lindsay Corporation 2015 Long-Term Incentive Plan and forms of award agreements, incorporated by reference to
Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended November 30, 2015.†
10.2
First Amendment to Lindsay Corporation 2015 Long-Term Incentive Plan, incorporated by reference to
Exhibit 10.3 to the Company's Quarterly Report on Form 10-Q for the fiscal quarter ended November 30,
2022.†
10.3**
Lindsay Corporation Management Incentive Plan (MIP), 2024 Plan Year, incorporated by reference to Exhibit 10.1 to
the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended November 30, 2023.†
10.4
Form of Indemnification Agreement between the Company and its Officers and Directors, incorporated by reference to
Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on October 19, 2018.†
10.5
Amended and Restated Revolving Credit Agreement, dated February 18, 2015, by and between the Company and Wells
Fargo Bank, National Association, incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form
8-K filed on February 20, 2015.
10.6
First Amendment to Amended and Restated Revolving Credit Agreement, dated February 28, 2017, by and between
the Company and Wells Fargo Bank, National Association, incorporated by reference to Exhibit 10.1 to the Company’s
Current Report on Form 8-K filed on March 1, 2017.
10.7
Second Amendment to Amended and Restated Revolving Credit Agreement, dated May 31, 2019, by and between the
Company and Wells Fargo Bank, National Association, incorporated by reference to Exhibit 10.2 to the Company’s
Current Report on Form 8-K filed on June 5, 2019.
10.8
Third Amendment to Amended and Restated Revolving Credit Agreement, dated August 26, 2021, by and between the
Company and Wells Fargo Bank, National Association, incorporated by reference to Exhibit 10.1 to the Company’s
Current Report on Form 8-K filed on August 31, 2021.
10.9
Second Amended and Restated Line of Credit Note, dated August 26, 2021, by the Company in favor of Wells Fargo
Bank, National Association, incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K
filed on August 31, 2021.
10.10
Note Purchase Agreement, dated as of February 19, 2015, by and among the Company and the purchasers named
therein, incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on February 20,
2015.
10.11
First Amendment to Note Purchase Agreement, dated May 31, 2019, by and among the Company and the noteholders
named therein, incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on June
5, 2019.
10.12
Lindsay Corporation Policy on Payment of Directors Fees and Expenses, incorporated by reference to
Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended November 30,
2023.
10.13
Employment Agreement, dated August 17, 2020 between the Company and Randy A. Wood, incorporated by
reference to Exhibit 10.13 to the Company’s Annual Report on Form 10-K for the fiscal year ended August 31,
2020.†
10.14
Amendment to Employment Agreement, dated November 9, 2020, between the Company and Randy A. Wood,
incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on November 10, 2020.†
10.15
Employment Agreement, dated April 5, 2016, between the Company and Brian L. Ketcham, incorporated by reference
to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed on April 5, 2016.†
71
10.16
Employment Agreement, dated May 25, 2018, between the Company and J. Scott Marion, incorporated by reference
to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended May 31, 2018.†
10.17
Employment Agreement, dated August 17, 2020, between the Company and Gustavo E. Oberto, incorporated by
reference to Exhibit 10.17 to the Company’s Annual Report on Form 10-K for the fiscal year ended August 31, 2020.
†
10.18
Lindsay Corporation Nonqualified Deferred Compensation Plan, incorporated by reference to Exhibit 10.1 of the
Company's Current Report on Form 8-K filed on May 3, 2022.†
10.19
Lindsay Corporation Nonqualified Deferred Compensation Plan Adoption Agreement, incorporated by reference to
Exhibit 10.2 of the Company's Current Report on Form 8-K filed on May 3, 2022.†
10.20
Lindsay Corporation Directors Nonqualified Deferred Compensation Plan, incorporated by reference to Exhibit 10.4
of the Company's Quarterly Report on Form 10-Q for the fiscal quarter ended November 30, 2023.
19*
Lindsay Corporation Policy Concerning Restrictions on Insider Trading
21*
Subsidiaries of the Company
23*
Consent of KPMG LLP
24*
The Power of Attorney authorizing Randy A. Wood to sign the Annual Report on Form 10-K for fiscal 2024 on behalf
of non-management directors.
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*
Certification of Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act
of 2002 18 U.S.C. Section 1350.
101*
Interactive Data Files pursuant to Rule 405 of Regulation S-T formatted in Inline Extensible Business Reporting
Language ("Inline XBRL").
104
Cover Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101).
† Management contract or compensatory plan or arrangement required to be filed as an exhibit hereto pursuant to Item 15(b) of Form 10-K.
* Filed herein.
** Certain confidential portions of this Exhibit were omitted by means of marking such portions with brackets and asterisks because the identified
confidential portions (i) are not material and (ii) would be competitively harmful if publicly disclosed.
ITEM 16 — Form 10-K Summary
None.
72
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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 24th day of October,
2024.
LINDSAY CORPORATION
By:
/s/ BRIAN L. KETCHAM
Name:
Brian L. Ketcham
Title:
Senior Vice President and Chief Financial Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the
following persons on behalf of the registrant and in the capacities indicated on this 24th day of October, 2024.
/s/ RANDY A. WOOD
Director, President and Chief Executive Officer
Randy A. Wood
(Principal Executive Officer)
/s/ BRIAN L. KETCHAM
Senior Vice President and Chief Financial Officer
Brian L. Ketcham
(Principal Financial Officer and Principal Accounting Officer)
/s/ ROBERT E. BRUNNER
(1)
Chairperson of the Board of Directors
Robert E. Brunner
/s/ MICHAEL N. CHRISTODOLOU
(1)
Director
Michael N. Christodolou
/s/ PABLO DI SI
(1)
Director
Pablo Di Si
/s/ IBRAHIM GOKCEN
(1)
Director
Ibrahim Gokcen
/s/ MARY A. LINDSEY
(1)
Director
Mary A. Lindsey
/s/ CONSUELO E. MADERE
(1)
Director
Consuelo E. Madere
/s/ DAVID B. RAYBURN
(1)
Director
David B. Rayburn
(1) By: /s/ RANDY A. WOOD
Randy A. Wood, Attorney-In-Fact
Corporate Information
DIRECTORS
Robert E. Brunner
Director since 2013
Chairperson of the Board
since 2021
Retired Executive Vice President,
Illinois Tool Works, Inc.
Director: Leggett & Platt, Inc.
Michael N. Christodolou
Director since 1999
Founder and Manager, Inwood
Capital Management, LLC
Director: NETSTREIT Corp.
Mary A. Lindsey
Director since 2018
Retired Senior Vice President
and Chief Financial Officer,
Commercial Metals Company
Director: Methode Electronics,
Inc. and Orion Engineered
Carbons S.A.
Consuelo E. Madere
Director since 2018
Retired Vice President Global
Vegetables and Asia
Commercial, Monsanto
Director: Nutrien
ANNUAL MEETING
All shareholders are invited to attend our annual meeting,
which will be held on January 8, 2025, at 8:30 am CST.
All shareholders are invited to attend the annual meeting
online and submit your questions during the meeting by visiting
www.virtualshareholdermeeting.com/ LNN2025. Any shareholder
who will be unable to attend is encouraged to send questions and
comments to Eric Arneson, Secretary at Lindsay’s Corporate Office.
QUARTERLY CALENDAR
The Company operates on a fiscal year ending August 31. Fiscal
2025 quarter-end dates are November 30, 2024, February 28, 2025,
May 31, 2025 and August 31, 2025. Quarterly earnings are
announced approximately four weeks after the end of each quarter
and audited results are announced approximately seven weeks after
year end. Quarterly earnings releases are posted to Lindsay’s Web
site at www.lindsay.com.
TRANSFER AGENT AND REGISTRAR
EQ Shareowner Services
Post Office Box 64874
St. Paul, Minnesota 55164-0874
Phone: (800) 468-9716
FAX: (866) 729-7680
RESEARCH COVERAGE PROVIDED BY
Kansas City Capital Associates
Northcoast Research
Stifel Nicolaus
William Blair & Co., LLC
OFFICERS
Randy A. Wood
President and Chief Executive Officer
Joined Lindsay in 2008
Eric R. Arneson
Senior Vice President, General Counsel
and Secretary
Joined Lindsay in 2008
Richard A. Harold
Senior Vice President, Global Operations
Joined Lindsay in 2022
Brian L. Ketcham
Senior Vice President and
Chief Financial Officer
Joined Lindsay in 2016
STOCK MARKET INFORMATION
Lindsay’s common stock is traded on the New York Stock Exchange,
Inc. (NYSE) under the ticker symbol LNN.
CERTIFICATIONS
The Company has filed certifications under Section 302 and
Section 906 of the Sarbanes-Oxley Act of 2002 as exhibits to its
Form 10-K for fiscal year 2024. These exhibits are signed by the
Principal Executive Officer and the Principal Financial Officer,
respectively. Additionally, on February 7, 2024, the Company’s
Chief Executive Officer provided his annual certification regarding
the Company’s compliance with the New York Stock Exchange
corporate governance listing standards.
INDEPENDENT AUDITORS
KPMG LLP
Omaha, Nebraska
FOR FURTHER INFORMATION
Shareholders and prospective investors are welcome to call or
write Lindsay Corporation with questions or requests for additional
information. Please direct inquiries to:
Alicia Pfeifer
Vice President, Investor Relations and Treasury
18135 Burke Street, Suite 100
Omaha, Nebraska 68022
(402) 933-6429
WEB SITE
www.lindsay.com
Concerning Forward-Looking Statements
This Annual Report and Form 10-K, including the President’s letter, Management’s Discussion and Analysis of Financial Condition and Results of Operations, contains not only historical information, but also
forward-looking statements. Statements that are not historical are forward-looking and reflect expectations for future Company performance. The words “expect,” “anticipate,” “estimate,” “believe,” “intend,”
“will,” “plan,” “predict,” “project,” “outlook,” “could,” “may,” “should,” and similar expressions generally identify forward-looking statements. For these statements throughout the Annual Report and Form
10-K, 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 contained in the Form 10-K. 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.
Brian P. Klawinski
Senior Vice President, Technology
and Innovation
Joined Lindsay in 2023
Brian J. Magnusson
Senior Vice President, Strategy and
Business Development
Joined Lindsay in 2015
J. Scott Marion
President – Infrastructure
Joined Lindsay in 2011
Melissa G. Moreno
Senior Vice President and
Chief Information Officer
Joined Lindsay in 2021
Gustavo E. Oberto
President – Irrigation
Joined Lindsay in 2019
Kelly M. Staup
Senior Vice President, Human Resources and
Chief People Officer
Joined Lindsay in 2011
Pablo Di Si
Director since 2022
Former President and Chief
Executive Officer, Volkswagen
Group of America; Former Chief
Executive Officer, Volkswagen
North American Region
Director: Copersucar;
JHSF International
Ibrahim Gokcen
Director since 2021
Chief Data and Analytics Officer,
Aon plc
Director: PNO
David B. Rayburn
Director since 2014
Retired President, Chief
Executive Officer, Modine
Manufacturing Company
Randy A. Wood
Director since 2021
President and Chief
Executive Officer
©2024 Lindsay Corporation. All rights reserved.
FieldNET, FieldNET Advisor, RoadConnect, Road Zipper System, TAU-XR, and Zimmatic are trademarks, servicemarks or
registered trademarks of Lindsay or its subsidiaries. METOS is a trademark of Pessl Instruments GmbH and/or its affiliates.
LINDSAY USA
Lindsay Corporation
Global Headquarters
18135 Burke Street, Suite 100
Omaha, Nebraska 68022 U.S.A
Ph: 1-402-829-6800
Toll-free: 1-866-404-5049
www.lindsay.com
Lindsay Irrigation Solutions, LLC
214 East Second Street
Lindsay, Nebraska 68644 U.S.A
Lindsay Transportation Solutions, LLC
180 River Road
Rio Vista, California 94571 U.S.A.
Ph: 1-707-374-6800
Toll-free: 1-888-800-3691
Elecsys International, LLC
846 North Mart-Way Court
Olathe, Kansas 66061 U.S.A.
Ph: 1-913-647-0158
FieldWise, LLC
3607 Bradford Avenue
Norfolk, Nebraska 68701 U.S.A.
Ph: 1-713-300-0472
LINDSAY INTERNATIONAL
Lindsay Europe SAS
72300 La Chapelle
D’Aligne, France
Ph: 33-2-4348-0202
Lindsay Africa Pty Ltd.
6 Talana Close
Sacks Circle
Bellville South, 7530
South Africa
Ph: +27 (21) 986 8900
Lindsay América Do Sul Ltda.
Rua Gustavo Amburst, No 36
CONJ 1103 E 1104
Bairro Nova Campinas
CEP 13.092-106 Campinas
Sao Paulo
Brazil
Ph: 55-19-3814-1100
Lindsay Sulama (Türkiye)
Karamehmet Mahallesi
Avrupa Serbest Bölgesi AdnanArısoy
Bulvarı NO : 11 / Z13
Ergene-Tekirdag
Adres No : 3402119204
Türkiye
Snoline S.p.A.
Via F. Baracca 19/23
20056 Trezzo sull’Adda
Milan, Italy
Ph: 39 02 909961
Lindsay (Tianjin) Industry Co., Ltd.
169 Huanhenan Road
Tianjin Airport Economic Area (TAEA)
Tianjin 300308
China
Ph: +86 22 5867 9198
Lindsay International Holdings, B.V.
Weena 264
3012 NJ Rotterdam
The Netherlands
Ph: +31 (10) 870-1340
Lindsay International (ANZ) Pty. Ltd.
433 Logan Road
Stones Corner
Queensland 4120
Australia
Ph: +61 (7) 4613 5000
Lindsay International (ANZ) Pty. Ltd.
Level 4
20 The Square
Palmerston North, 4410
New Zealand
Ph: +64 6 212 0550